Transformers: Fall of Equestria

by JDPrime22

Rating: teen
Tags: Adventure, Shining Armor, Discord, Gore, Princess Celestia, Crossover, Dark, Alternate Universe, Sad, Main 6, My Little Pony: Friendship is Magic, Other
Length: 180392

Follow the story of Optimus Prime and the Autobots as they battle Megatron and the Decepticons.

The home world of the Transformers - Cybertron - is dying. Energon, the lifeblood of the Transformers, is in scarce supply, sparking the one decision Optimus Prime has to make so that his race will survive. Optimus leads the Autobots in an attempt to man the last transport off his dying home, a ship known as The Ark.

Meanwhile, Megatron and his Decepticons have found a new world rich with energy and plan to suck it dry in a ship called The Nemesis. As both Autobots and Decepticons race towards the space portal to the new world, they must fight for their lives when the true end of the Cybertronians is near.

The once Golden Age of Cybertron is over... These are the end of days.

Or so it seemed....

When a Space Bridge accident sends Grimlock to Equestria, he must locate the other Dinobots or become enemies to the strange inhabitants that rule this new world.

But what happens.......when more than just Dinobots are sent to Equestria......

With Fall of Cybertron now released, this is the continued story of that horrid war, battles will be fought, heroes will fall, and the Autobots will never sacrifice freedom.....no matter what species they are fighting for.

Published 2012-08-20 19:34:01 UTC
Last updated 2012-12-16 07:08:18 UTC

A New World to Call Home

"Cybertron......the home world we Autobots have strived to protect from the Decepticons.......can no longer sustain us. Eons of civil war have caused the greatest of casualties: our planet's very core has shut down, halting its production of life-giving Energon. Most of us have abandoned our home, in hopes of finding new life among the stars. We do not know how many of our brothers escaped Megatron's blockade; I can only be certain of this........just one Autobot transport remains. No matter what, I, Optimus Prime, will never succumb to such evil, our race will survive."

"This is what you chose Prime! When you defied me, Megatron! All of this....this war, this horror, this tragedy....is your doing!!!"

"Shockwave reporting lord Megatron. This world that Prime and the Autobots are retreating to....it is a primitive world.......but rich with raw energy."

"You're weak Optimus! Me Grimlock fight while you just run!"

"METROPLEX HEEDS THE CALL OF THE LAST PRIME. THIS IS MY CHOICE, OPTIMUS. YOU MUST USE MY SPARK TO LEAVE CYBERTRON."

"Prime would never abandon Cyberton!"

"Stay and fight me Optimus Prime, I, Megatron, order you!!!"

"Autobot scum!"

"Decepticon punk!"

"Never forget us Prime.......never."

"Till all are one!"

"The Autobots had no choice but to leave Cybertron, and find a new home using the space bridge. There is a portal waiting for us out in space; we have to hurry before the Decepticons get there first."

"I am Optimus Prime, and this is my final message to all Autobots on Cybertron.....Ultra Magnus will lead you now.....I and an elite group of Autobots will go to a new world and hopefully, someday, return to our true home. But until then......we will fight and survive on this new planet.......till all are one."

________________________________________

“Pathetic. This is the so called Ark?”

Megatron asked himself as his newest ship sailed across the endless void of space just above Cybertron. He and his Decepticon armada had been slowly approaching the Autobot’s Ark….and they were closing in.

“The Autobots have placed all of their hopes on a glorified cargo hauler.” Megatron finished when his loyal subject approached him.

Megatron faced the communications officer and said, “Soundwave, head to the launching bay and ready the two cables. You will lead the first wave of the assault.”

Soundwave bowed.

“Yes, lord Megatron.”
________________________________________

As Soundwave approached the interrogator of the Combaticons, he couldn’t help but admire his work. The Nemesis had been successfully constructed out of the remains of the mighty Trypticon. It was a most dangerous ship.

Soundwave’s thoughts were interrupted by Vortex ordering around a Decepticon soldier.

“Make sure those tow cables hit their mark. I’ve mapped out precise weak points to hit. Once we’re latched on, I’ll start dispatching the boarding parties.”

The Decepticon soldier nodded, “Yes sir.”

Vortex suddenly got in his face and pointed an accusing finger at him, “Yes sir, WHAT?”

“Yes sir….sir?”

Vortex nodded and said, “That’s more like it. Those Autobots won’t know what’ll hit ‘em. Megatron had The Nemesis designed for maximum carnage.”

The soldier nodded, “Yes sir, sir.”

As the soldier dispersed, Soundwave approached the Combaticon as he spoke, “Your chariot awaits, Soundwave. Watch that first step, it’s a doozy.”

“Affirmative.”

As Soundwave approached the door, a soldier walked up to him and explained the situation.

“Ahh, cannon fire jammed the door release. You got any ideas, Soundwave?” The soldier asked.

Soundwave nodded and approached the jammed door. “Rumble, standby for ejection.”

As he said that, Soundwave pressed a button on his left shoulder, out came the minicon Rumble as he approached the door with his big mallets.

“Let’s Rumble!” The minicon shouted and destroyed the door

“Return.” Soundwave ordered as Rumble transformed back into his compartment. Now that the door was opened, Soundwave approached the tow cable and held on tight.

WHOOSH!

Soundwave held on as the tow cable suddenly blasted out of The Nemesis and was headed for The Ark.

Soundwave gripped the sides as several missiles and explosions appeared in front of him. The Ark was approaching fast as Soundwave blasted through the window to land inside the Autobots’ sanctum.

In his way was another door.

“Laserbeak, eject. Carve an entrance.”

The minicon did as he was told and began opening the door with his laser. Soundwave turned around in panic as several alarms were heard inside the enemy ship.

“Decepticons have breached the ship!”

All of a sudden, Megatron’s voice was heard through Soundwave’s comm link.

“Autobots on your right!”

Soundwave quickly spun around and fired away with his E.D.K. Techvolt. The Autobot soldiers burst to death in an electric explosion.

Laserbeak suddenly screeched loud enough for Soundwave to turn back around. “Excellent, Laserbeak. Access acquired.”

As Soundwave approached the now open door, he looked up and said, “Laserbeak, return.” The minicon transformed back in Soundwave’s compartment as he busted his way through the door.

When Soundwave entered the new facility, Megatron’s voice returned to his comm link.

“Soundwave, the Ark’s defensive cannons are taking their toll. Destroy them!”

“Yes, lord Megatron.”

Soundwave watched as several Autobot soldiers and snipers appeared in the room to defend the ammunition.

“Rumble, Laserbeak, eject!”

Both minicons charged forward and attacked the Autobot soldiers as Soundwave peacefully walked forward.

“Hey, they’re everywhere! How ‘bout less squawkin’ and more shootin’!” Rumble shouted to his fellow minicon above. Laserbeak acknowledged by killing off the remaining snipers.

Soundwave approached The Ark’s defense cannon ammunition and pulled the lever. The shield came down allowing Soundwave to destroy the ammunition. Soundwave pressed his comms link and announced.

“Ark defense systems eliminated.”

Megatron answered, “Excellent, Soundwave. Decepticons, all attack groups clear to traverse cables!”

Outside of the battle, the tow cables latched themselves onto The Ark’s hull now that nothing could stop them. The Decepticons flooded inside the defenseless hope for the Autobots.
________________________________________

Running.

Jetfire had to hurry as Optimus’ signal echoed through his comm link.

“All Fliers and Aerialbots to launch bays! Sever those tow cables! We’re being overrun!”

Jetfire transformed as the door in front of him opened, allowing him to speed through to the endless void of space.

The Aerialbot shouted in his comm link, “Jetfire, launch tube niner en route!”

As Jetfire entered the space battle between The Ark and Nemesis, he fired away at his machine gun while shouting over the explosions.

“Alright, Autobots, let’s turn and burn!”

Jetfire shot down several Decepticon fliers before spotting the tow cable connecting the two massive ships.

“Pound the armor and the outer skin will shatter!” Jetfire shouted and shot away at the two cables. The armor began breaking off as it floated away in little chunks.

After several blasts, a slight bit of red was spotted after he shot at the armor.

Optimus’ voice was heard through the comms link, “There, a chink in the armor! Now destroy it!”

Jetfire quickly transformed and floated in zero gravity as he shot one missile at the chink. The entire tow cable disintegrated before his optics.

“Boom, there it is!” Jetfire shouted and transformed back into jet mode. He fired away at the next tow cable until another chink was found.

“There! Another weak point! Destroy it!” Optimus shouted as Jetfire eliminated the tow cable with ease. “Nice work, Jetfire! You’re stemming the tide!”

“Target acquired.” Jetfire announced and fired away at the final tow cable. With its destruction, Jetfire finished off what remaining Decepticons there were before transforming back.

“Cables are severed, Optimus! We needn’t worry about anymore Decepticon crashing the party!”

Just as Jetfire finished that sentence, the mighty Decepticon combiner soared passed him.

“Whoa!” Jetfire screamed and watched the colossus approach The Ark.
________________________________________

Bruticus slowed his descent by the time he had reached The Ark’s outer hull. Whipping out his spinning blades, Bruticus finished off any Autobots that stood in his path.

When he stopped, Bruticus faced forward when he knew that this would be too much fun.

“THIS PLACE IS CRAWLING WITH AUTOBUGS!” Bruticus shouted and punched away at The Ark’s towers and structures. All the while enjoying stepping on the Autobots.

“GET OUTTA MY WAY!!!”

Megatron’s voice suddenly appeared in his comm link, “No mercy, Bruticus. Make your way to the propulsion deck and gut their engines! The Autobots must NOT reach that space portal!”

“ON MY WAY.” Bruticus said and activated his flame thrower to burn any remaining Autobots. He suddenly approached a large wall filled with Autobot soldiers firing at him.

Bringing his fist down, the pain wave decimated the wall in mere seconds as Bruticus stomped his way inside.

“I LOVE THE SOUND OF AUTOBOTS CRUNCHING UNDER MY FEET!”

The Autobots began firing all they had on this titan. It still wasn’t enough as he reached the next wall. He began punching it causing the entire wall to shatter.

“Hit him with something that will slow him down!” A soldier yelled and fired three missiles at the Decepticon.

Another soldier spoke out, “Like what?! A starship?”

As Bruticus broke through the wall, he continued his massacre when he reached the second wave of Autobots. His spinning blades finished off what remained of them as he destroyed several structures along with two Marauders.

He was an unstoppable killing machine.

“MEGATRON, I’VE REACHED THE ARK’S PRIMARY ENERGON TANK!” Bruticus announced and broke through the wall, thus destroying the only barrier separating him from the tanks.

“HA! THIS ISN’T EVEN FAIR!”
________________________________________

Jetfire swooped down and shot a volley of missiles that struck Bruticus’ armor with no effect. As he passed, Jetfire sent a distress signal throughout The Ark to see if any bot out there could hear.

“Autobots, Bruticus is targeting our fuel tanks!”

“Copy, Jetfire. Jazz is in play.”

In his vehicle mode, Jazz revved up his engine and drove through the tattered areas of Bruticus’ destruction. There he passed several wounded Autobot soldiers picking themselves up. He quickly transformed with his scatter blaster in his arsenal along with his trusty grappling hook.

He grappled over the highest wall and gasped when he saw it all.

Bruticus’ rampage had caused so much destruction on The Ark. He had to hurry right now or else they were all going to be goners.

Quickly sprinting forward, Jazz stopped when he saw Jetfire and his team. Jetfire was holding an injured Autobot in his arms.

“Go Jetfire,” The soldier wheezed, “My spark is finished.”

Jetfire’s expression was soft as he spoke to his injured brother, “Keep your focus, soldier! We’ll get through this!”

Jetfire softly released his grasp from the injured Autobot and turned to face Jazz.

“Jazz, I need to find Ratchet!” Jetfire quickly transformed along with Air Raid and Silverbolt, “When I return I can back you up with an airstrike!”

Jazz chuckled and said, “Don’t keep me waiting long, flyboy.”

Jetfire, Air Raid, and Silverbolt took to the skies as Jazz passed the injured Autobots and made his way to the sound of screaming.

“It’s Jazz, we gotta chance now!” An Autobot shouted and charged to where the mighty Decepticon was. Jazz followed but stopped at the entrance when he saw it.

Bruticus.

There he was just a few feet away from the fuel supply and the brave Autobots were trying their hardest to stop him. Jazz gasped and slowly made his way into the battle.

“Whoa, Bruticus, you are even uglier up close.”

Bruticus turned his way from the sudden insult and chuckled.

“HOW CUTE. THE LITTLE AUTOBOT WANTS TO PLAY.”
________________________________________

Luckily the two cables lasted long enough for the Decepticons to enter The Ark to destroy it from the inside out. With the leadership from an elite team, the Stunticons had made their way from blasting Autobots on the inside, to finishing them off on the outside.

A large door opened up letting Motormaster and his team on the outside of The Ark.

Once there, Motormaster pressed his comms link and asked, “Yes, lord Megatron, what is it that you desire?”

Megatron’s voice answered, “Oh spare me your patronage! Quickly, Bruticus is under attack and needs immediate assistance! If he fails I want you and your Stunticons to finish the job! Destroy the fuel tanks!”

Just as Megatron’s voice went away, a large group of Autobot shot gunners came nowhere.

“Stop right there, Decepti-creeps!” One of them shouted and cocked his weapon.

While Breakdown began to cower, Dead End chuckled and looked up at Motormaster hopefully. Motormaster nodded and lifted up both fists.

“Stunticons….UNITE!!!”

All of a sudden, Breakdown and Wildrider transformed into the right and left leg and landed in front of the Autobots. Motormaster transformed on top of them and formed the body and head. Dragstrip and Dead End transformed in mid-air and landed in the arm sockets forming the arms.

The Autobots backed away in fear when a massive purple sword transformed into the right hand of this beast. The optics glowed dark as it began to talk.

“MENASOR CRUSH! DESTROY!”

And with that threat laid out, Menasor lifted up his massive purple sword and brought it down. The Autobots were either killed or flung to the sides as the mighty combiner stomped his way to the fuel reserves.

“WHEN BRUTICUS FAILS, MENASOR PREVAILS!” The combined Decepticon screamed and swung his sword at several Autobot defense turrets.

“How many of these things do the Decepticons have?!” An Autobot screamed as Menasor destroyed the closest bridge to him causing the remaining Autobots to fall to their deaths.

Menasor slowly approached another wall and repeatedly hit it with his sword. But something stopped him before he could do it. A massive missile hit him in the back.

As Menasor fell to one knee, he looked back, “WHO DARES ATTACK MENASOR?!”

He caught his assailant to be an Autobot defense cannon aiming right for him. He quickly stood back up and made his way to the defense cannon. It fired one more shot where Menasor deflected it with his hand.

“SO WEAK!”

Menasor brought his hand down and ripped the cannon off with pure ease. He then chucked the destroyed turret at a large group of Autobots who died instantly.

Megatron’s voice came back through the comms link, “Menasor quit fooling around and get to the fuel tanks! Bruticus can’t take much more!”

“VERY WELL, MEGATRON.” Menasor said and stomped his way to the fuel tanks.

He killed everything in his path.
________________________________________

Hound watched above from a defense tower when he saw the Stunticons form an even stronger being. Now he was scared. Suddenly, Optimus’ voice came from his comms link.

Hound pressed the side of his head and asked, “What is it, Optimus?!”

“UGH Hound! Quickly, we need our defense cannons back online! There have been reports that Menasor is going to attack the fuel tanks!”

Hound nodded and said, “Yeah, I’m watching the son of a rust bucket right now. What do we do, Optimus?”

Optimus answered, “I am far too busy holding off the Decepticons on the engine deck! Soundwave has sabotaged our defense cannons! Get more ammunition from the supply depot and transfer it to the cannons!”

“Will do, Optimus. Hound out.”

Hound deactivated his comms link and whipped out his assault rifle. He suddenly escaped his tower and fought his way to the supply depot. He followed several Autobot soldiers and climb inside a large trench they designed on the outer Ark’s surface

Hound got to cover when the Decepticons had surrounded him. He pressed his comms link and shouted, “Autobots, this is Hound, I need immediate evacuation from my current position so I can get to the supply depot!”

Jetfire answered.

“This is Jetfire; I’m assisting Jazz in battling Bruticus at the moment!”

“Can you send someone else?!” Hound shouted and fired away at the Decepticons in his path.

“I can send Air Raid but that’s all!”

“Do it!” Hound screamed and stabbed a Decepticon in the chest and used him as a shield to deflect the bullets being shot at him.

As Hound blasted his way through several Decepticons in his way, he looked up to see a jet soaring straight for him. He waved out and shouted, “Air Raid, down here!”

But instead, the jet fired two missiles that struck the ground Hound was on.

Hound landed on his chest and looked up to see the Decepticon symbols on those jets. He sighed and stood back up with his assault rifle already out.

“Air Raid, where are you?!” Hound screamed through his comm link.

“I’m comin’ just hold up!”

Hound growled and charged forward while kicking a Decepticon across the face. “I don’t have time for this! I’m going it alone!”

That was a mistake.

He was surrounded in mere seconds. Hound quickly got to cover and fired from behind the little wall that protected him. He looked slightly passed the wall to see the supply depot not too far away.

“There! I gotta get passed these ‘Cons somehow!” Hound shouted.

He shot over the wall, hopefully hitting a few ‘Cons, but he couldn’t see clearly. Just as Hound was about to move forward, Optimus’ voice came back in the comm link.

“Hound, we need those cannons online!” Optimus shouted. Hound grumbled and shot a red tank. The explosion killed the three Decepticons that stood by it.

“Gonna be a cycle or two!” Hound struggled over his words when the Decepticons moved in on his position.

“Hound you have to hurry! I can’t hold them off for much longer and-AHHH!!!”

It suddenly went static.

“Optimus? OPTIMUS?! Scrap!” Hound screamed and slashed at the nearest Decepticon. Just when things couldn’t possibly get any worse…

A Leaper landed a few feet away from him.

Hound yelled in frustration when the Leaper approached him while laughing. “Another Autobot will bite the dust!”

But the Leaper didn’t attack. Hound looked back to see Air Raid swoop down and shoot the Leaper square in the chest. He wasn’t affected, but it was just enough time for Hound to get passed him and make it to the supply depot.

Once inside, he picked up an Energon fuse and scrambled out.

“Air Raid!” Hound shouted as the Aerialbot flew down. Hound quickly jumped forward and latched himself onto his belly. Hound was mesmerized.

He was witnessing the intense battle unfold from sky view. The Autobot flyers tried their best to take on the invading Decepticons who fell from The Nemesis ship above. But he was already out of time.

Air Raid shouted from above, “Hound, we got Menasor just a few hundred feet away! I’ll drop you off by the nearest cannon! Once there, inject the fuse and kill Menasor!”

“Got it, going down!” Hound shouted and let go.

He crashed on the inside of the closest cannon. He groggily got up to see that the inside could be operated manually. Outside was Menasor slowly approaching the fuel tanks.

“Not on my watch.” Hound shouted and implanted the fuse. All of a sudden, the inside of the cannon lit up and began to tremble. Hound backed away and watched as the cannon lifted itself up and shot away at Menasor.

The mighty Decepticon screamed in pain when he got shot directly in the face. Hound smiled when the colossus fell straight on his back.

Hound pressed his comms link and announced, “Optimus, I got one of the cannons online! Hopefully it will be enough to stop the rest of invading-“

A massive explosion came from the engine deck.

Hound fell to his knees as the tremor passed through the entire Ark. The Autobot looked through the window and saw the engine deck literally on fire with several Autobots charging forward.

He pressed his comms link again and sent out a distress signal.

“Air one eight to ground, that last blast took a toll on Optimus! You wanna help, the time is now!”

Hound wasn’t even paying attention when the Decepticon slowly approached from behind him. A slight noise was heard causing the Autobot to turn around.

Only to run face-first into a Decepticon.

The Decepticon suddenly grabbed Hound’s throat and lifted him off the ground. Hound held onto his enemy’s hand as he looked down at the piercing red optics.

He spoke.

“The name’s Makeshift.”

And with that, Makeshift chucked Hound straight through the cannon walls.
________________________________________

“Barricade, answer your comms link!”

The said Decepticon groaned and pressed the side of his head.

“What is it, oh mighty Megatron?” Barricade asked with a hint of boredom escaping.

Megatron growled and shouted back, “Menasor is taken down! I need you to assist Bruticus so he can destroy the last bit of fuel reserve the Autobots have left!”

Barricade chuckled and said, “Awww your precious combiners have failed to do their duties.”

“BARRICADE! I order you to do this or you will not be returning to The Nemesis! Get to the fuel reserves now!” Megatron screamed.

Barricade was taken aback and screamed, “Megatron, you gotta let me in on The Nemesis! If we destroy The Ark and I’m still on it then-“

“NO EXCUSES!”

And with that, Megatron’s voice went static.

Barricade growled and lifted up his assault rifle. “Decepticons, group up!”

Several Decepticon soldiers pilled around Barricade waiting for orders. He pointed a finger at several of them and shouted, “You all come with me! We’re going in to assist Bruticus so he can destroy the fuel tanks!”

The soldiers shouted in unison, “Yes sir, sir!”

Barricade faced forward and looked at the runway placed before him. It was tattered and destroyed with several Autobot roadblocks obscuring the road. Barricade growled and pointed forward.

“Decepticons, mobilize!”

He then transformed and took off down the road. Following him were several Decepticon soldiers in their vehicle modes. Barricade broke through the Autobot roadblocks with ease thus allowing his soldiers to follow without disruptions.

He rammed into several Autobots as well causing him to laugh with joy. Ramming into Autobots always made him happy. It wasn’t long before they had arrived to Bruticus' location.

Barricade and his soldiers transformed and stared in awe at what was placed before them.

Bruticus was getting the scrap kicked out of him by the Autobot Jazz and Jetfire. Jetfire flew down and shot two missiles that collided to Bruticus’ chest, sending him straight for the Decepticons.

“Get out of the way before he-“ Barricade screamed before the massive body rammed into him causing both Decepticons to fly over The Ark’s outer hull.

Both Bruticus and Barricade flew passed The Ark’s engines and out into deep space.
________________________________________

-Present-

As Bumblebee crawled towards Optimus Prime, he could see the carnage placed before him. There was Optimus, with his massive sword taking on his old foe; Megatron, with a sword of his own. Bumblebee was much weakened from that hit, he could barely crawl anymore, but he had to push forward.

When Bumblebee stood up, Megatron had kicked Prime to the ground. As Optimus dropped his sword, Megatron ripped a massive cannon off from a destroyed ship they had been fighting by. Megatron pointed the cannon at Optimus Prime. “This ought to do the job!” Megatron shouted.

Bumblebee crawled in closer to hear Optimus speak, “Even if you destroy me, Megatron, others will rise to defeat your tyranny.”

“Then I’ll just have to destroy you all!” Megatron shouted and shot the missile at Optimus.

Bumblebee quickly got up and jumped in front of Optimus Prime. The missile collided perfectly to Bumblebee’s chest and he flew back and hit Optimus. Prime got up and looked at the sacrifice his friend had just committed.

“Bumblebee..!” Optimus shouted with hopes for Bumblebee to still be alive.

Megatron threw down the cannon and spat out, “What a waste of Energon!”

Optimus lifted up Bumblebee with his left hand, Bee still didn’t move as he noticed the large hole in his chest. Optimus Prime looked at his hated brother and spoke, “After eons of conflict I finally see the truth of your words, Megatron.”

Megatron regained his sword and walked closer to Optimus Prime.

“And what might that be, Optimus?” Megatron asked as he brought down his sword on Optimus’ head. But the great leader of the Autobots caught Megatron’s hand before he could bring down the sword. Megatron glared at Optimus as he spoke.

“This universe, no matter how vast, will never be big enough for you and I to coexsist.”

With that, Optimus brought back his fist and punched Megatron straight in the stomach. Megatron flew back from the massive punch and landed on a platform. He looked up to see Optimus Prime flying straight for him.

Megatron rolled over as Optimus brought down his sword where Megatron was but seconds ago. Megatron got back up and noticed Optimus was already standing with his sword gripped. Megatron gripped the sword of his own and stared down his most hated enemy.

Then they struck.

Optimus Prime and Megatron went at it like two animals in a cage. Slashing and stabbing with each second, Megatron dodged Optimus’ slash and punched Optimus in the back. Unfazed by this, Optimus turned around and smacked Megatron in the face with his sword.

Megatron fell back and lay down as Optimus approached. Megatron looked up to see Optimus raise his sword and bring it down on his abdomen.

“ARRRRRGGGGGHHHH!!!” Megatron wailed in pain as Optimus dug the sword in deeper.

Before Optimus Prime could finish it, a powerful tremor erupted in The Ark. Both leaders flew back and landed on their chests. The sword had fallen off of Megatron as he began to stand up. The reason for the tremor was clear. Optimus looked up from the ground and saw the portal growing so near, it was literally tearing The Ark apart!

Optimus got back up and picked up his sword, Megatron did the same and charged at Prime. Optimus defended himself to the best of his abilities but it still wasn’t enough. Megatron brought up his sword and hit Prime in the chest! The large gash instantly leaked Energon and sent sparks everywhere as Optimus fell to one knee.

Megatron lifted up his sword but Optimus reacted quickly and charged his sword straight for Megatron’s chest. Megatron dodged it with ease and punched Optimus in the back. With Optimus facing away, Megatron brought back his sword and impaled Optimus in the back, the sword going straight through his abdomen.

“GRAAAAAA!!!” Optimus screamed in pain as the sword was ripped out sending shrapnel all over the ground.

Megatron’s victorious moment was interrupted by yet another tremor in The Ark sending both leaders off the platform and headed for the portal!

Optimus and Megatron held on for dear life as they both noticed the portal was very close now!

“No, the portal!” Megatron yelled in fear as he felt himself being sucked in.

“The vortex is tearing the ship apart!” Optimus yelled and grabbed onto the hull of The Ark as he as well felt himself being sucked in.

Megatron looked over for a split second and saw Optimus holding on to the ship. He lifted his right hand and punched Optimus in the face. Optimus retorted back by kicking Megatron in the face. Megatron almost fell off but grabbed onto the ship just in time.

“Nooooo, I will not be denied!!!” Megatron shouted as his grip loosened and he was sucked into the portal to go to Primus knows where. Optimus couldn’t hold on anymore as the powerful vortex was sucking him in with intense force. Prime let go and flew back with Megatron.

As of Optimus Prime and Megatron, The Ark and The Nemesis were being sucked into that unforgiving portal closer and closer. The tentacles of The Nemesis broke off of The Ark as the ship began spinning from the force of the vortex. Several explosions rocketed through The Ark as it drew nearer to that portal. Both ships suddenly were sucked in violently as the portal closed……forever.

Then all was quiet in space.
________________________________________

-Unknown-

A new portal opened.

Both Ark and Nemesis blasted through it and hovered in space just above a new planet. The massive ships collided once more before breaking apart and heading for the nearest planet’s atmosphere.

The planet was very colorful, its oceans and grounds spread across the landscape as both Ark and Nemesis slowly approached.

The intense gravitational pull of this new world was too much as The Ark and Nemesis began to explode, sending several Autobots and Decepticons out of the ships and into the atmosphere.

Optimus Prime fell like a meteor as the gravity of the planet brought him in closer. Megatron was just the same as his metal armor burnt against the gravity of this new world.

The Ark and The Nemesis exploded with several beams of explosive light that spread through the atmosphere and reached the ground of very….observing eyes.
________________________________________

Applejack’s silent breathes were barely heard as she was drifting through several of her various dreams. Her chest rose and fell from underneath her bed sheets as she let out another volley of exhales.

Suddenly, a bright light seeped through her window, causing the farm mare to wake up.

Applejack rose from the bed and scratched her mane. Whatever was making that light…it was coming from outside.

She slowly got out of bed and made her way to the window…where to her great amazement she saw two shooting stars sailing down from the sky. The orange mare gasped and held her breathe when she witnessed these two meteors heading into her home’s orbit.

“Oh mah stars…” Applejack gasped and watched as both meteors crashed into the Everfree Forest.
________________________________________

Another light broke through the unicorn’s home.

Twilight Sparkle opened her eyes to see a bright light coming from her window. It was the middle of the night…who would be doing this?

Just as Twilight rose out of bed, she just imagined it would be one of Pinkie’s parties late at night. But when she stepped out onto her balcony, the unicorn knew it was no kind of party.

Two shooting stars were falling straight into Equestria’s orbit, one was the color orange…and the other was purple.

“In Celestia’s name…” Twilight gasped and watched both meteors. Suddenly, several pieces of space debris, or what Twilight assumed to be, broke off from the meteors and followed them deep into the closest forest.

Which was the Everfree.
________________________________________

Grimlock awoke.

He barely got up to see he was in a dark area, surrounded by many trees. When Grimlock was fully awake, he stood up and saw that he was taller than the trees. He looked on the ground and saw a crash landing.

"Where am I?” Grimlock asked himself and rubbed his head, “All I remember is smashing the controls on Shockwave’s computer and trying to escape the Space Bridge….then nothing.”

Grimlock walked around and saw the bright, crescent moon and stars in the sky. "SLUG!!! SNARL!!!! SWOOP!!!!! WHERE ARE YOU?!" Grimlock yelled in the open. He wasn't mad; he was just worried that his Dinobot brothers were nowhere to be seen. He would never let another Dinobot perish!

Many strange things came out of the trees that Grimlock didn't know what they were. Some could fly while others scrambled away.

“This is not Cybertron…that space portal that Shockwave was talking about…is this the world?” Grimlock asked himself and touched the closest tree.

“I have to find my team…maybe they know what happened.”

Grimlock kept walking for many hours until the sun came up. Whenever he took a step, it sounded like a bomb going off. Grimlock came to a clearing and stared at the rising sun.

Grimlock felt himself calm down while staring at that peaceful sun; he just hoped that this world was just as peaceful. He didn’t want it to be another Cybertron like planet, brothers against brothers, fighting for what you believed in, and no end whatsoever.

Grimlock sighed and kept walking until he came to a grassy meadow. "This world sure is nice…I wonder what it’s called?" Grimlock said and stomped into the meadow. Grimlock looked around, still no sign of any Dinobots. Until, Grimlock saw something that interested him.

A small cottage on top of a small hill, it was close to the forest he came from.

"A dwelling? Who would live in such a small house? Whoever lives there….they will tell me where my team is…or I will force them to." Grimlock said and began stomping towards the small cottage.

Little did Grimlock know…that what he was about to see….would change his life.

Grimlock stomped closer and closer to the little cottage. He came across a small bridge; he easily stepped over it and bent down to have his head close to the door to meet whoever lived here.

Grimlock brought his large finger up and slowly, brought it to the door.
________________________________________

Fluttershy was doing her normal duties on caring for the animals. Feeding them, giving them water and all that. Fluttershy poured some kibble into a dish and brought it over to Angel.

"Now come on Angel Bunny, eat up." Fluttershy said with a smile. Angel pushed away the food in total disgust.

"Oh come now Angel, you have to eat something?" Fluttershy pleaded.

Angel crossed his arms and looked away. Fluttershy put on a stern face. "Angel, you are eating this food right now or you will not get any dinner." Fluttershy warned.

Angel glared at her. Fluttershy put on an even sterner face. "Either you eat this food or-" Fluttershy began but was interrupted by three loud knocks on her door.

A deep male voice began to speak from the outside. It said, "Who lives here?"

"I’m coming!" Fluttershy quietly yelled. She trotted to the door and slowly opened it.

"Yes hello, how can I help yo-" Fluttershy began but stopped as she saw who was at the door. Her mouth hung open and her eyes kept growing wider and wider.

At the door, was a giant black face with a glowing red slit for an eye, it had no mouth but it was still terrifying to look at. The creature backed up slowly as it was surprised as well. Fluttershy looked at how massive it was. It had to be as big as a dragon!

It had shiny golden armor along with some black and red armor here and there. It had many glowing red lights on it, Fluttershy didn’t understand what the purposes for those lights were, then again, and she didn’t understand what she was looking at.

The creature finally spoke.

"What the......?"

Author's Note

I decided to redo chapter 1 to add more battles and descriptions.

Monster

Fluttershy couldn't believe it could speak.

This monster was beyond anything she had ever seen in her entire life, she knew almost every animal, so what in the name of Celestia was this thing?! She did the only thing she knew what to do when she saw a creature that was horrifying.

She screamed as loud as she could.

Grimlock grabbed his hearing processors from the loud shriek. He clutched his head as she continued to scream. "AHHHHH!!! Why would you do that?!" Grimlock asked.

Fluttershy stopped screaming and looked frantically, she saw Ponyville and knew exactly what to do. She spread her wings and flew as fast as she could away from the creature and towards Ponyville.

Grimlock watched the strange creature fly away; he scratched his head and asked himself, "What was that about?" Grimlock thought that if that creature with wings was going towards that town, then there must be others there. "I just know this will turn out bad." Grimlock said and stomped towards the town.

As he stepped, he made loud thunderous footsteps every time he took a step. Animals were frightened and either flew or scurried away at this massive beast. Grimlock finally came up to a bridge. On it were to carriages, each filled with trash.

In the front were two more of those creatures talking. Grimlock didn't want to step in the water around the bridge, the water on Cybertron was mostly toxic, Grimlock didn’t trust anything on this new world, and he had to pass on the bridge. But before he could get any closer, he heard them speaking.

"And so he put his foreleg around me and started nuzzling me!" Lyra said.

"OH MY GOODNESS! Then what happened?!" Bon Bon asked.

"Well, he-" Lyra began but was interrupted by a loud male voice.

"Out of my way!"

The two mares looked as a giant foot landed in front of them, then another. Soon they saw a giant monster walking in front of them. It was headed for Ponyville!

"MONSTER!!!" Lyra and Bon Bon screamed.

"What?" Grimlock turned around to see the two little creatures screaming and running passed him. They were both headed for the town.

"This planet is very strange…must find the others." Grimlock said and stomped towards the town.
________________________________________

Twilight rose out of bed and yawned. The sun was shining brightly in her little library home. She still couldn’t believe the events that happened last night. Two meteors came from space and collided in the Everfree Forest. But Twilight didn’t have time to worry about that now.

She smiled as she went down the steps and saw Spike eating some breakfast.

"Morning, Spike." Twilight smiled as she walked towards the table.

"Morning, Twilight!" Spike said as he ate another apple.

"Did you finish your morning chores?" Twilight asked.

Spike stopped and said, "Ummm, I couldn't finish them because I went to Rarity's to help out with stuff."

"Spike, you know it's your job to clean the bookshelves in the morning!" Twilight said a little angry.

"I'm sorry Twilight! Please, I only came here to get some food; can I please go back to Rarity's to finish helping her?" Spike pleaded.

Twilight raised an eyebrow sternly. "I'll do extra chores tomorrow I swear!" Spike pleaded.

Twilight giggled and said, "Oh, okay Spike." Spike smiled and hugged Twilight.

"Thank you!" Spike said.

"No problem, but you have to do more chores tomorrow." Twilight told him.

"I will!" Spike said. Twilight smiled and let Spike run out the door to Rarity's.

Twilight sighed happily and bit into an apple. She sat down on the couch and began reading until she heard several knocks on the door. She trotted up to it and opened the door. To Twilight's surprise, she saw Fluttershy who was shaking with fear, and tears streaking down her face.

"Fluttershy, are you okay?!" Twilight asked. Fluttershy began crying again, she went up and hugged Twilight still crying. "It's okay Fluttershy, just tell me what happened." Twilight told her. Fluttershy let go and stared at Twilight, her eyes were full of tears.

Fluttershy began to speak but it came out as a stutter, "I-I-I-I s-s-s-saw a-a m-m-m-m-m-"

"What is it?!" Twilight almost yelled.

"I SAW A MONSTER!" Fluttershy wept and cried again.

"You saw a monster?” Twilight asked, “What kind of monster?"

"I don't know Twilight, I know almost every animal there is, but I have never seen an animal like that." Fluttershy wiped her nose.

"Did it hurt you?" Twilight asked.

"No, but it was sooooo scary," Fluttershy shook in fear, "And.... OH NO, it could be harming my animals!"

Twilight patted her on the back, "Don't worry Fluttershy, we’ll gather the girls and go to where you last saw the monster okay?"

Fluttershy wiped her nose and said, "Okay."

"Now come on, let's go get the rest of our friends and we'll see what this this monster really is." Twilight said and walked out the door with Fluttershy behind her.

Twilight turned back to Fluttershy who was still shaking, Twilight probably thought that Fluttershy just saw a strange animal and ran away from it. Maybe the so called monster wasn’t so scary after all.

The two mares kept walking until they came to a loud scream. Twilight looked over and saw Lyra and Bon Bon galloping as fast as they could inside Ponyville. They were both screaming their heads off, "MONSTER!!! MONSTER!!! EVEYPONY RUN!!!!" They said as they sped by Twilight and Fluttershy.

All of the ponies started running as they heard the word "monster". Fluttershy’s fear was even worse now that all the ponies of Ponyville were in terror.

Twilight yelled at the top of her lungs, “Everypony stop!!!” Of course, none of them listened and continued to scream and panic. Twilight looked at Fluttershy and said, “What did the monster look like, Fluttershy, because Lyra and Bon Bon are terrified, what exactly did you see?”

All of a sudden, the ground shook. Then it shook again, like a bomb was just going off every two seconds. Twilight looked at Fluttershy who was cowering even more.

All the ponies were getting worried as the ground shook. Suddenly many more screams were heard. Twilight looked over as she saw many ponies running in a direction and screaming.

Twilight looked up and saw what they were running from.

A giant red eyed monster with glowing red lights all over him. It was very tall, taller than the buildings. It had shiny red, black, golden, and grey armor. It turned and started walking down the road Twilight was on. All the ponies started running and screaming in terror except for Twilight and Fluttershy.

It stopped and looked around; Twilight was in total shock and backed away as the monster looked down at her.
________________________________________

Grimlock looked down and saw the creature he saw earlier, plus a new one. This one was purple with a strange thing sticking out of her head. Grimlock looked around and finally decided that there were no Dinobots here, just more of these strange creatures.

‘Dangit, Swoop, now you got me calling us Dinobots.’ Grimlock thought to himself and watched the strange creatures shake in fear.

“This was just a big waste of time.” Grimlock said and turned around, starting to walk away, but when he took one step, a fast blue blur rammed into him straight in the chest.

Grimlock took a few steps back from the force of the hit but stood his ground. He looked around at who was foolish enough to hit him.

Suddenly, a blue four legged creature appeared in Grimlock's face. It had a rainbow mane and cyan wings. Grimlock looked at how mad it was.

It spoke and said, "Alright big guy, you think you can come here and try to step on us ponies?! You got another thing coming! Now put em' up!"

Rainbow Dash held up her hooves ready to fight. Grimlock just stared at this foolish creature wanting to fight him. He finally just walked past her and continued to walk away from the town.

Rainbow wouldn't let this thing go so easily. She flew up from behind it and bucked it as hard as she could in the back of its head.

This time, Grimlock was angry.

Grimlock turned around in anger and glared at this rainbow creature. It flew back a little but continued her menacing stare.

Rainbow spoke again, "You think you can just walk away?! After scaring these ponies, you’re gonna give up or I'm GACK!!!"

Rainbow was suddenly grasped in a giant fist.

Twilight and Fluttershy gasped as the monster grabbed Rainbow Dash. Rainbow struggled to get free but the grip kept getting tighter. All but Rainbow's head was shown as she looked up in utter terror at the monster's face. Grimlock brought the rainbow creature close to his face. He glared at down at this tiny unknown species.

Rainbow felt her lungs getting smaller and smaller as she gasped for breath. She suddenly stopped and stared at the creature. Her eyes were getting wider and her mouth hung open.

Suddenly the creature spoke.

"Shut.....up." Grimlock said.

Rainbow's lower lip began to quiver. Grimlock shook his head in disgust and let go of his grasp. Rainbow Dash fell to the ground and gasped for air. Twilight and Fluttershy went by her side and looked up at the creature. It was walking away out of Ponyville and no pony stopped it this time.

"Dash, are you okay?" Fluttershy asked.

Rainbow coughed and said, "I'm..... I'm fine."

Twilight looked at where the monster walked, straight into the Everfree Forest. Holy horse apples that thing can walk fast!

"What in the hay was that thing?" Twilight asked.

"I don't know Twilight, we have to get Rainbow back to your library, and we need our other friends there too." Fluttershy explained.

Twilight nodded and helped Rainbow up. The three mares walked to the library and got inside. "Okay girls, I'll go get Rarity, Pinkie, and Applejack, you stay here." Twilight said and galloped out of the library.

Fluttershy went by Rainbow’s side and rubbed her sore wings.

As Twilight was going to get her friends, she felt scared at what this monster just did to Rainbow, what could it do to all the ponies in Equestria? And how was she able to stop it before it caused some serious damage?
________________________________________

Grimlock trudged past the trees and stomped his way through the forest. He sat down at the end of a big rocky mountain and thought to himself, "These creatures call themselves ponies.....so now I know what they are." Grimlock said to himself.

He laid his head back and stared at the bright sun for a long time. Grimlock got tired and shut himself down. Now he was charging up, when he awoke, he would begin his search for the other Dinobots.

‘I should have never smashed those controls.’
________________________________________

"What are ya tryin' to say Twilight?" Applejack asked.

"I'm saying we should go into the Everfree and capture that monster, it is very dangerous and we can't let it be on the loose!" Twilight explained.

Twilight had gotten Applejack, Pinkie, and Rarity into her library as well as Fluttershy and Rainbow Dash, to discuss what they should do about that monster.

"How can we capture such a dangerous monster, from the way you described it. It sounded even worse than that Ursa Minor that attacked." Rarity said.

"I'll use my paralyzing spell on it, it will pass out and we can subdue it and take it to the Princess!" Twilight said.

"What will she do with it?" Fluttershy asked.

"I don't know, but we can't let it just roam Equestria, you saw what it did to Rainbow!" Twilight said pointing at Dash.

"Oh do we have to go in that dreadful forest?" Rarity complained.

"Yes Rarity. It could hurt somepony or some animal." Twilight told her.

Fluttershy looked up and said, "You're right, I can't let it hurt an animal."

"Of course I'm going! That thing is going to pay for what it did." Rainbow threatened.

"Ah just can't let you girls go alone, Ah'm comin' too." Applejack said.

"Well, I suppose I can get my hooves dirty for you all." Rarity smiled.

"Count me in! That scary monster could use a party and turn out to be friendly!" Pinkie Pie shouted next. Pinkie’s friends shook their heads in annoyance.

At that moment, Spike came in. "Hey everyone," Spike said, "What's going on?"

"Spike, take a letter." Twilight ordered.

“Well…..okay.” Spike said and got some paper and was ready to write down whatever Twilight said.

An hour later, the six friends were standing in front of the entrance that led into the Everfree Forest. After Spike had sent off a written letter explaining the events that had happened, the Princess’s letter had come back instantly.

In the letter, she wrote that while she did not want them going anywhere near the creature that attacked Ponyville, but she knew that nothing she could say would stop them. Instead, the Princess wished them luck and that they are to transport the subdued creature on the train to Canterlot for observational research. She also wrote that if they had failed, they were to return to Ponyville at once.

Twilight turned to her friends and said, "You heard the Princess, subdue the creature and send it on a one way ticket to Canterlot."

The five mares nodded and stared at the Everfree. Pinkie Pie stepped in.

"Let’s do this!" Pinkie shouted with a determined look on her face.
________________________________________

Grimlock awoke after a few hours. His scanners showed that he was alone and fully charged. Grimlock was about to get up when he felt a wet drop land on his head.

"Ughhh, I hate rain." Grimlock said and remembered the rain of Cybertron. It was acidic and deadly, could melt metal at the slightest touch, but this wasn’t melting Grimlock’s armor, what was it? Grimlock brought his hand to his head. But it wasn't rain, he felt it and it was slobbery and sticky. Grimlock looked up and saw small red eyes glaring at him.

The creature jumped at Grimlock's face and started biting him. Grimlock stood up, grabbed the creature and analyzed it. It seemed to be a winged lion-like creature with a tail that had a stinger on it. Grimlock knew what a lion was when he battled the Predacons on Cybertron. Razorclaw could transform into a robotic lion.

Oh how Grimlock hated Razorclaw.

"What are you?" Grimlock asked as it continued to squirm and slash. It bit his finger and Grimlock simply crushed it in his massive hand. He let his grasp go and let the dead body of the strange creature land on the ground.

Grimlock sighed and turned around only to find more of the creatures surrounding him. Soon Grimlock was surrounded by at least ten of them.

They all glared and prepared to strike. Grimlock shook his head and said, "You think you can kill me? You think you can kill Grimlock?! Bring it on."

Soon, all ten of them attacked at once. Grimlock punched and kicked and crushed any of them that got close. But one was smart and jumped on his back and bit his neck. Grimlock yelled in pain.

Grimlock's neck was his only soft spot on his body, full of circuitry and wires. The Manticore bit down hard on the wires. Grimlock grabbed it and threw it hard at the rocky wall. A loud crack was heard as its skull penetrated the rocky surface.

“Little creatures do your worst!”

Grimlock released his full anger on these creatures. He wouldn't let up and continued to kill all the Manticores attacking him.
________________________________________

The six mares continued to walk through the forest until Fluttershy heard whimpering and growling.

"Oh no, animals are in trouble! That monster is hurting them!" Fluttershy screamed and flew off towards the whimpering.

"Wait Fluttershy, we don't know if the monster is doing it!" Twilight yelled but Fluttershy was already gone.

"Let’s follow her anyway; she could be on ta somethin'!" Applejack said and galloped towards Fluttershy.

All of them followed Fluttershy towards the whimpering.

Soon all six of them came to a clearing, but they all remained hidden. They did indeed see the monster, but what surrounded the monster were dead Manticores. All was left, but one Manticore. It glared at Grimlock hatefully.

Grimlock looked at the last beast and said, "You will not give up? Why?"

The Manticore continued to glare. Grimlock took notice, "I see......you won't give up because you think it will make you weak. I respect you for that." Grimlock pointed a massive finger at the Manticore.

The Manticore started to walk closer to him, still wanting to attack. Grimlock sighed and said, "But you’re stupid, you want to fight me but you will lose. Well then, come and get me."

The Manticore charged at Grimlock. Grimlock brought up his foot and crushed it with relative ease. The Mane six gasped at what happened. Grimlock brought up his foot and looked at the massacre.

Twilight stepped out of the bush along with her friends. They froze in their steps when Grimlock looked down at them.

Grimlock groaned in annoyance as he saw the same ponies from before, why won’t they just leave him alone?! He also noticed some new faces, one with a curly purple hair, one with a strange thing on its head, Grimlock had no idea what that was, and one with puffy pink hair.

After several moments of staring at each other, Grimlock was getting bored, so he turned and walked away towards the forest, not caring for what the ponies were doing there following him.

Grimlock just wanted to be alone right now; he kept staring into that Prime forsaken forest not knowing what lay ahead.

He didn't even look back to notice the ponies were charging at him.

Author's Note

There's chapter 2. I will be grateful to recieve some feeback so I can make this story better. Any type of criticism is allowed.

Cut and Run

Grimlock kept walking and didn't turn back. That is, until he felt a tug at his right hand.

Grimlock brought up his right hand and saw that there was a rope tied around his pointing finger. Did one of the ponies just try to capture him?

Turning around, he saw the orange horse holding the end of the rope with her mouth. Grimlock gave a little tug and the orange pony struggled to say, “Woo nelly, this varmint is strong!”

This orange pony sounded just like Ironhide, only more feminine.

Grimlock could easily break this rope off, but before he could even try to touch it, the orange pony yelled, "Now Twilight!"

The purple one, whose name was Twilight apparently, shot some kind of purple light out of her horn that struck him in the chest.

To Grimlock's surprise, he felt tired and weaker; Grimlock fell to one knee and was barely awake. He then looked down and saw the blue pony say, "Twilight, I thought that paralyzing spell would work?!"

"It's impossible!" Twilight screamed, her thoughts flying frantically.

"Give him another dosage!" the blue one shouted.

Grimlock looked up just in time to get hit by another purple light. He felt himself nearly black out, but he forced himself to stay awake. His vision was going static. One more hit, and Grimlock would be put into stasis lock. Not again!

Twilight was beginning to charge another blast, but Grimlock had regained his strength and broke the rope. He heard that same orange pony from before yelp in pain since he just yanked the rope free from her mouth. Twilight backed up as Grimlock raised his massive fist in an attempt to crush her. But before he could bring it down, he heard a faint scream.

Grimlock looked behind him to see the white unicorn trembling in fear. Obviously who wouldn't be afraid of the leader of the Lightning Strike? Before the mighty Dinobot could strike, a new voice was heard that only Grimlock could hear.

‘Dinobot….bot….bot….’

Grimlock clutched his head and screamed in pain.

“Stay out of my head!!!”

Grimlock suddenly couldn’t control his body anymore…it was as if someone was controlling him. Rarity began to back away from this monstrosity, but the worst possible thing stopped her from doing that. The monster reached forward and grabbed her.

“NO! Let me go!” Rarity screamed as she struggled against Grimlock’s strength. If she thought things couldn’t get any worse….

Next thing she knew she was chucked right towards her fellow unicorn.

Grimlock watched as the white unicorn crashed into the purple one named Twilight. Both of them tumbled to the ground and crashed into a tree not too far away. Grimlock chuckled and looked over when he felt a small touch by his foot.

The orange pony was kicking him.

“Foolish pony!” Grimlock growled and scooped up the equine.

“What the hay do ya think yer doin-OW!!!” Applejack screamed in pain as the monster began squeezing her entire body, attempting to crush her.

Seeing her orange face suddenly go blue from the lack of oxygen, the voices returned in Grimlock’s head.

‘Kill……kill…..KILL!’

Grimlock released his grip and watched as the pony gasped for air.

“NO…..d-don’t kill!” Grimlock begged.

"Hey! Leave my friend alone!"

Grimlock tried to locate who had just yelled at him, his visor landing on the blue pony from before trying to put on a brave face.

Grimlock dropped Applejack and slowly began walking to Rainbow. "You say something to me, organic?" Grimlock pointed a finger at her as he moved closer.

Rainbow began to feel the same fear as when she first saw the creature. Every time Grimlock moved closer, Rainbow felt the ground rumble beneath her from his massive footsteps. Grimlock stood in front of her and glared down hatefully.

Rainbow began to shake with fear.

"What's wrong? You act brave while ago, now you just scared." Grimlock said hatefully. The only noise that Rainbow made was a small squeak of fear. Grimlock shook his head in disgust.

"You no talk huh? Well, you’re just another bug in my way, and bugs deserved to be crushed!!!" Grimlock yelled and raised his massive foot, in an attempt to crush Rainbow Dash.

"YOU LEAVE HER ALONE!!!" Shouted a female voice.

Grimlock put his foot down and was ready to face another pony............only to find himself frozen with terror.

There on the ground, was the same yellow pony with wings, but it had its wings spread out and its eyes glared right through Grimlock's visor. Grimlock backed up in fear and held his hands out. But his hands slowly went up to his head when Grimlock clutched it in pain.

'What happening to me?!' Grimlock thought to himself.

The yellow pony started yelling. "How dare you! I don’t care how scary and strong you are, you do NOT attack my friends. Now you are going to stop this right now and come with us!"

Grimlock struggled harder and clutched his head even more. He didn't know what to do in this crazy situation. As Grimlock continued to struggle, Fluttershy flew up to his face and continued “The Stare”.

"I SAID STOP THIS NOW AND GIVE UP!!!!" Fluttershy screamed.

"Shut....the slag.....up." Grimlock struggled with his words.

Fluttershy was really mad now.

"HOW DARE-" Fluttershy began but was hit by Grimlock.

Grimlock swatted Fluttershy away with his hand, it was a weak hit, but it was still enough to make her fly back and ram into a tree. Fluttershy passed out on impact and fell to the ground.

Grimlock was weakened, as he eyed his surroundings he noticed that the white pony was passed out on the ground, the orange one was barely getting up but continued to fall, the blue one was laying on her stomach in fear, the yellow one was passed out by the tree, and the pink one was watching the entire time with water falling from her large eyes.

That left......

Grimlock looked at his last opponent.

Twilight.

Twilight tried to put on a brave face, but inside she was terrified. This creature had managed to defeat every single one of her friends. He took a direct buck from Applejack and even resisted “The Stare”. How could she fight this thing?!

To Twilight's surprise, the creature began to stand up and walk away. Part of her wanted to let it go, the other part wanted to stop it before it hurt any pony else.

Twilight knew what to do. She stood on all fours and poured every drop of magic she had on this blast. She fired the energy beam at the monster.

Grimlock felt his back being hit with an extremely hot beam of energy. The heat was immediately forgotten when he was launched forward and smacked face first into a bundle of trees. After several feet of skidding and tumbling, Grimlock came to a stop and faced the sky.

"Uggggghhhh, did that pony do that?" Grimlock asked no one in particular.

This time, Grimlock was in pain, the beam of energy was stronger than anything he ever felt. Maybe this world wasn’t so weak and pathetic after all.

Before Grimlock could pass out, his vision was suddenly filled with a small purple face. It was Twilight looking straight in his visor, the look in her eyes made Grimlock assume that she thought she had just won, that she had conquered the mighty Grimlock.

Oh how wrong she was.

Grimlock began to lift himself off the ground. Twilight yelped and jumped off of his chest. She looked in awe as the strange creature rose from the tattered trees and shrub. When he was at his full height, Grimlock looked down at Twilight.

Twilight was completely shocked and confused. She had just used her full power on that blast, and this “thing” wasn’t even hurt! It simply just stood up like nothing had ever happened!

But what frightened Twilight the most is what the creature did next.

He pulled out something on his right hand and balled his fist. Suddenly, the thing in his right hand began to grow longer and made a noise that sounded like it was changing. The once small object was now a long orange sword that the creature gripped in his right hand.

Twilight’s eyes grew and her breathing increased as the creature faced her holding the sword menacingly. Twilight’s heart skipped a beat when it said these words,

"My turn."

The creature gripped the sword with both hands. He lifted the sword above his head and brought it down to the earth.

Grimlock never intended to kill the pony, that is why he missed on purpose and smashed the sword a few feet away from her.
The shockwave, however; created by the sword when it hit the ground caused Twilight to fly back several feet. Trees shattered by the massive blast created by the sword and Grimlock’s strength together. Twilight finally landed on the ground and laid on her side facing where she was launched.

Twilight was really hurt now; she was covered in scratches and bruises from that massive blast. Twilight Sparkle couldn’t hold on anymore and was going to pass out, but when her vision was going blurry, she heard the footsteps heading her way.

She barely stayed awake to see that deadly monster walking right for her, the sword still gripped in his right hand.

Twilight felt the ground rumble beneath her as it drew nearer. She looked up to see the creature standing over her and watching with both anger and intent.

Grimlock couldn’t help but take one last look at this pitiful creature. Twilight shivered when she looked in his visor. Now she knew why Rainbow was so terrified, the amount of horror in that red visor would freeze anyone in their tracks.

Grimlock was not surprised, many things were afraid of him, even some of his fellow Autobots were afraid of his strength. But as he stared at the pathetic creature lying in front of him, Grimlock felt something, something he hadn't felt in a long, long time.

Pity.

It was pointless. They all learned their lesson. Grimlock had no need to end her life, just like he had no need to remain in that area any longer. As Grimlock slowly got up, his sword transformed back and he put it where it belonged. To finish it, Grimlock turned around and walked into the forest. Twilight was about to pass out herself when she heard the creature say one more thing.

"Follow me again…..and die."

And then Twilight blacked out from the pain.

Author's Note

Well that was fun. Did the Mane 6 really think they could stop Grimlock? Any type of criticism is allowed to help me make my story better.

Protect The Innocent

"...Twilight! .......Twilight! ....Twilight can you hear me?"

Twilight slowly opened her eyes and groaned, above her was Pinkie Pie with a sad face.

Twilight got up and rubbed her head, she was still in the forest; all her friends were barely getting up.

To her right, she saw Rainbow Dash sitting on her haunches and staring at the ground, she was shaking with fear. To her left she saw the rest of her friends. Pinkie Pie, her hair still straight, was looking at her with a worried expression. Applejack and Rarity were trying to wake up Fluttershy.

"Are you girls okay?" Twilight asked remembering her last few minutes of consciousness. How that monster had created such a powerful wave of energy and knocked her out cold.

"I'm fine." Pinkie said in a very depressed tone.

"Ah'm a little sore, but I’ll make it." Applejack answered next as she helped the awakened Fluttershy to her hooves.

"I have a few cuts, but I'll be fine darlings." Rarity brought herself up.

Fluttershy rubbed her head, "I think I'll be okay."

Twilight looked at Rainbow Dash who still hadn't moved. "Is Rainbow okay?" Twilight asked.

"I don't know, she hasn't moved from that spot ever since the monster left." Pinkie said.

A moment of silence came in until Rarity spoke. "Well, what do we do now?" Rarity asked.

Twilight sighed and looked around; it was still day time so she hadn’t been knocked out for that long. She looked at Rarity and answered, “We’re going back to Ponyville and alert the Princess at what happened. The Royal Guard will take care of that creature.”

"Ah sure hope so." Applejack said and turned back to Rainbow Dash who was still sitting down. Rainbow Dash was still thinking of what happened.

Inside her mind, she replayed the events of the last few minutes again and again, trying to understand what happened. Twilight went by her side and asked, "Rainbow, are you okay?"

Rainbow Dash came back to reality and looked at Twilight, "Yeah….I umm…I’m fine."

Applejack looked at her with a sympathetic look, "You don’t look fine, sugercube."

"Well I am, AJ!" Rainbow Dash retorted

Applejack was taken aback by this sudden outburst, Twilight got in closer and said, "Rainbow, you have nothing to be ashamed of, that creature was terrifying, and it’s okay to be afraid."

Rainbow Dash looked at Twilight with disbelief in her eyes, "Me, the greatest flier in Equestria afraid? Twilight, I’m not afraid of anything!"

Fluttershy limped forward and said, "Dashie, it’s okay to be afraid of something, especially that monster."

Rainbow took her attention to Fluttershy and snapped, "I’M NOT AFRAID!!!! I was just…." Dash remembered the last few minutes of facing that unknown creature. The thought of it brought tears to her eyes, but she fought them back and turned back to Twilight.

"I’m the Element of Loyalty! And how do I show it? By letting that monster attack all of you while I just stood here like a bucking idiot?!" Rainbow screamed with a tear falling down her face.

"Rainbow…" Twilight began but was interrupted by Dash.

"Now," Rainbow said and spread her wings, "where did that creature go?"

Pinkie Pie pointed in the direction where she last saw the monster stomp off too.

"Right over there….but…why?" Pinkie asked. Rainbow looked back at her friends with a determined frown on her face.

Twilight gasped and said, "No Rainbow Dash don’t do it!!!" But it was too late. Rainbow Dash zoomed into the sky in the direction where Pinkie had pointed.
________________________________________

"I can rip Decepticon’s heads off with pure force; I can eat Decepticons with a bite of my dino jaw, why in the name of Primus did I almost get captured by little ponies?" Grimlock asked himself.

Grimlock kept walking through the endless forest, feeling very embarrassed at what just happened. He almost was defeated by colorful ponies. How weak of him. Grimlock finally stopped at an open cave and sat by the outside, thinking of what to do next.

"No more of those freaks, good, now I can find the Dino-Lightning Strike!” Grimlock corrected himself, “Dangit Swoop!" Grimlock said and tried his communication device again.

"Lightning Strike: Swoop, Snarl, or Slug, you copy?" Grimlock asked.

There was still no answer. Grimlock sighed and put his arms to his knees, he was going to have to look even harder. Grimlock rubbed the back of his head and thought about what he did to the ponies.

"Maybe...I shouldn’t harm this race anymore. Does hurting them make me any better than those Decepticons?" Grimlock asked himself. "They are innocent, I'm an Autobot, and I cannot hurt the innocent....no matter how mad they make me."

Grimlock put his hands down and stared at the dirt, his peaceful moment was interrupted by a strange but recognizable voice entering his hearing processors.

‘Grimlock....lock...lock...lock.’

The mighty Dinobot looked up at once and turned around in full motion just to make sure he heard that correctly. He clenched his fists and shouted, "Where are you, Kickback?! I know it's you!"

The voice of Kickback returned in his head, ‘Hee, hee, hee, ohhhh Grimlock, how stupid can you be? Be? Be?’

Before Grimlock could yell out in anger, a blue blur landed right in front of him. Grimlock looked at the blue pony yet again. Its eyes were filled with anger and it crouched low to the ground.

"Ohhhh, please not you again." Grimlock said, "Can't you take a hint?"

Rainbow Dash ignored it and flew at Grimlock full speed. That is, until she was grabbed in Grimlock's massive fist yet again.

Rainbow struggled to get free, but yet again, she couldn't. Rainbow was brought up to the monster's face again, Rainbow tried to act brave this time, and it was very hard for her considering the fact that she was in this scary situation before.

Grimlock stood up and brought the pony to his face. They stared at each other for a while until Rainbow yelled, "Let me go and fight me!!!"

"You have big guts for wanting to fight me, Grimlock. I respect you for that." Grimlock told her. Rainbow stopped struggling and stared at him with an eyebrow raised. Grimlock continued, "But you’re stupid, you know you're not gonna win this, so why do you keep trying?"

Rainbow answered, "Because you hurt my friends!"

Grimlock cocked his head and said, "I was protecting myself and minding my own business, but you ponies just wouldn't leave me alone." Rainbow opened her mouth slightly.

Grimlock continued, "But since you show bravery, I will let you go.......this time."

Grimlock brought his arm back and said, "Now goodbye."

With his full strength, Grimlock threw Rainbow Dash far away from him into the air. Rainbow tried to regain herself and soon she was flying in mid-air.

"Oh, you'll pay for that!" Rainbow yelled and flew back towards the creature.

But when she got there, it was walking away. Rainbow Dash flew straight in front of its face. She yelled, "I am NOT letting you get away without a fight!"

Grimlock didn't move and simply glared at her. Rainbow glared back, she wouldn't fall prey to fear again.

But what this horrid creature did next.....scared her straight to the bone.

Rainbow's glare turned to a shocked expression when the creature yelled so loud it shook the forest around her. Rainbow looked back and saw the creature's visor was now glowing red with pure hatred.

It spoke in an even deeper voice than before.

"I gave you a choice, to leave and stop following me. I didn't want to have to use this on you, but you leave me no choice!!! FEEL THE POWER OF THE DINOBOTS!!!!"

Rainbow stopped breathing when this demon smashed both his fists to the ground and started changing! Rainbow Dash looked over and saw both of his legs twirl up and form a long tail. The hands of the monster grew and turned into feet while the rest of the arms formed what appeared to be legs. Rainbow couldn't help it, she actually screamed in terror when a large head erupted from the body and roared so loud Rainbow had to cover her ears.

It kept roaring into the heavens above as Rainbow saw the rest of the body change. Two small arms came out of the chest and positioned themselves perfectly. When the sound of changing had stopped, Rainbow Dash fell to the ground and crawled away on her back but still eyeing this monster.

Rainbow Dash had just witnessed the monster transform into a wingless metal dragon!

It took two steps in front of her and reared down. Grimlock opened his mouth, showing her his rows of razor sharp teeth that made Rainbow Dash shake with fear. Grimlock reared back and roared right in her face. Rainbow Dash felt the sudden push of wind hit her face and body as this monster continued to roar.

Grimlock stopped roaring and closed his mouth. Rainbow Dash opened her eyes, still shaken up from that loud roar. The creature got closer and finally spoke.

"Leave......now."

But before Dash could even move......another roar was heard.

Grimlock turned around and looked straight at the cave he was just sitting by a while ago. The roar stopped and loud footsteps came out of the cave. Grimlock wasn't prepared for what came out.

A dragon.

"Oh no." Rainbow Dash whispered still on her back.

Grimlock glared at this new monster that appeared out of the cave. The dragon took notice to this smaller wingless dragon in front of him, he hated it when other dragons trespassed, especially after that baby dragon came and ate his jewels.

The dragon roared and went straight for the trespassing enemy. Grimlock reacted quickly and used his tail to trip this unknown creature to him. The dragon fell face first and got back up quickly. He kicked Grimlock which sent him back into the side of the mountain.

Grimlock got back up and charged straight for the creature. But this dragon reacted quickly and grabbed Grimlock with both of his hands. The dragon then chucked this enemy into the Everfree Forest.

Rainbow Dash looked over and saw the creature that attacked her land deep in the Everfree with a loud tremor following.
Rainbow looked back and saw the dragon look down at her with a wicked grin.

Rainbow Dash got back and flew away as fast as possible, but she heard the dragon following close behind her. Rainbow flew up straight in the air and looked down; the dragon was below her, glaring with those red eyes.

But the dragon wasn’t finished with her yet and breathed in deeply. It released a large amount of flames at Dash who barely dodged it. Rainbow screamed in pain and realized that her wing got singed.

She felt herself slowly falling to the ground, she panted her wings as hard as she could but kept falling. She eventually crashed into the side of a mountain and slid down. She landed on the ground with a hard thud. She laid there, completely tired and weakened from ramming into the side of that mountain.

Dash looked up and saw the dragon walk right in front of her. It glared down and licked its lips. It opened its mouth and said, "Well that was fun. But now it’s time to eat my prize."

Rainbow Dash tried to fly away, but her wing was broken, she screamed in agony as she tried to move it. Rainbow Dash looked up and saw the dragon open his mouth, his fangs dripping saliva.

This was the end. Rainbow Dash was going to die. The thought of her death brought Rainbow to tears, she never accomplished her dream of joining the Wonderbolts, she never found the special somepony in her life, she never got to say goodbye to...... her friends.

After a few seconds of waiting, Rainbow breathed again and noticed that she was still alive.

Rainbow Dash opened her eyes and saw she was protected with a purple shield of energy above her. The dragon couldn't break it as it continued to smash his fist against the dome.

Rainbow looked over and saw Applejack running towards her, followed by Rarity, Pinkie, Fluttershy, and Twilight who had her horn glowing.

"Ah got ya Rainbow!" Applejack yelled as she lifted Dash on her back.

Twilight couldn't hold the shield anymore and yelled, "Girls, get out of the way!"

All six of them darted to a clearing in the dirt and looked up as the dragon raised a fist to crush them. Rarity shot several beams of energy at the dragon who simply chuckled at this weak attack. He raised his tail and prepared to smash the white unicorn.

When he brought it down, Applejack quickly pushed Rarity out of the way just in time before the tail hit the ground causing a loud tremor. Applejack regained her composure and looked at Twilight who was still trying to hurt the dragon with her energy beams.

The dragon reared back and unleashed its full fury of fire on the lavender unicorn. Rarity created a shield in front of Twilight before the flames could overcome her. The dragon looked back at the white unicorn and orange earth pony. He swiped his tail and hit both of them.

Rarity and Applejack crashed into Twilight, Fluttershy, and Dash. They all looked up and saw the dragon open his mouth and was about to unleash another torrent of flames.

Twilight focused again and created a dome of energy protecting them. The dragon’s fire kept on exploding on the dome. Twilight couldn't hold it for much longer as it began to crack from the intense heat.
________________________________________

Hiding behind the trees was certain leaders of the Dinobots, watching the dragon try to eat the ponies. Oh that dragon certainly was a strong opponent, he literally threw him!

But Grimlock knew he could defeat that creature, but still.......should he? Grimlock watched as the giant monster tried smashing the dome over the ponies, trying to consume them.

On one hand, the ponies had definitely gained his respect.

On the other hand…they had attacked him and used some kind of mind trick on him. Attempted to capture him and do Primus knows what to him.

Grimlock put a hand to his chin and said to himself, "Why do I care about these stupid creatures? They are annoying little pests who don't deserve to live......and besides......"

Grimlock put his hand down and looked at the ground sadly.

"I am no hero, it was my fault Sludge is dead, I don't want it to be my fault when innocent organics die."

That's when he heard the screams. Grimlock looked back forward and clenched his fists in anger.
________________________________________

Back at the fight, the dome protecting the Mane six had shattered and Twilight collapsed to the ground in exhaustion. The other five surrounded her and cuddled together in fear as the dragon reared down. Even if they would die, they would die together.

Now that the dome was broken, he could eat them.

Opening his mouth wide, he prepared to consume his meal...

...only to feel something collide with his face.

The force of the blow knocked him off his feet and sent him skidding along the ground on his back. Once he had stopped, he groaned in pain as he lifted his head up, trying to spot what had struck him.

There in front of the ponies, in a defensive stature, was a giant metallic like creature with a glowing red visor. It had golden, black, red, and silver armor. It stood in front of the ponies and glared at the dragon.

The ponies looked up to see the creature that hurt them, suddenly blocking the path of the dragon.

The dragon took another look at the strange creature; he had never seen anything like this before!
It spoke in a deep voice and threatening voice.

"You just made a bad mistake! Make trouble, me Grimlock will crush you!"

Grimlock Smash

The forest was silent as both predators stared at each other for what felt like hours.

"You dare attack me, a dragon?! Well, whatever you are, you won't live long enough to try and apologize." Breathing in deeply, the dragon let loose a huge amount of flames at Grimlock.

Grimlock dodged it with ease, and looked back at the dragon.

"You can breathe fire huh?" Grimlock asked, "Well....let me make things more even."

After Grimlock had said that, he smashed both his fists to the ground and began to make a changing noise the dragon didn't understand. Grimlock's legs transformed into a large tail, his arms were now legs and his body was changing before the dragon's eyes. Soon enough, the T-Rex head erupted from Grimlock's body and roared so loud it made the forest shake.

The dragon couldn't believe what he just saw, the creature had changed into another monster, and this one was even more freighting than the last. It had razor sharp teeth and short arms, its eyes glowed red with hatred and hunger.

Grimlock was now in his T-Rex form.

The dragon had wide eyes, until he finally said, "You’re that same stupid dragon from before!"

Grimlock shook his head, "I'm not a stupid dragon, I'm a stupid Dinobot! Or I mean Dinobot!"

The dragon rolled his eyes and looked back at Grimlock, apparently that was his name because he said it so many times. The dragon eyed him and noticed that he had smoke coming out of his large jaws. He looked down and noticed he was standing in front of the ponies.

"Are you protecting those ponies?!" The dragon asked.

Grimlock growled and said, "You will not the hurt the innocent ponies, I won't let you."

Below the beasts, Twilight, Applejack, Rarity, Fluttershy, Rainbow Dash, and Pinkie Pie saw the creature that attacked them suddenly change into something even scarier. It was giant wingless metal dragon, and it looked as if it was defending them. The six mares had wide eyes and mouths agape as Grimlock growled and moved closer to the dragon. Rainbow Dash on the other hoof was not that surprised since she saw this beast change into the dragon before, still she was terrified of this beast.

"Fine, I'll finish you off and then I'll eat my prize." The dragon said as Grimlock got closer. The two beasts stared each other down, Grimlock was barely smaller than the dragon but he didn't care how big the dragon was. Size didn’t matter to him.

Suddenly, Grimlock roared and charged the dragon, the dragon was about to punch Grimlock, but it was too late. Grimlock rammed the dragon; head first, in the stomach. The dragon was being pushed back by the mighty Dinobot. They stopped when the dragon hit a mountain side. Grimlock reared back and unleashed a torrent of flames from his mouth on the dragon's chest.

The dragon yelled in pain when he realized this beast would not die easily. The dragon brought one hand up and punched Grimlock in the side of the head. The flames from Grimlock's mouth stopped and he backed up, shaking his head to regain focus.

But the dragon was really mad now; he grabbed Grimlock's face with his left hand and held his mouth shut. Grimlock struggled to get free. The dragon was suddenly laughing at how easily he just tamed this beast that is until his fingers got caught in the razor sharp jaws.

Grimlock bit down with all his strength and the fingers began to break. The dragon was screaming in pain and tried to release his fingers from Grimlock's jaw. With one final bite, Grimlock ripped two fingers off the left hand of the dragon with his mouth.

The dragon screamed in pain and held his left hand.

"AHHHHHH, you little freak of nature!" The dragon yelled.

Grimlock turned back, but this time he was lifted up by the dragon. The dragon held Grimlock above his head and threw him violently away from him, on the ground. Grimlock transformed back into his robot form and landed perfectly. The dragon saw this and glared at the old form of his opponent.

"HA, you are back to your weak form! You cannot stop me now!" The dragon taunted.

Grimlock, unfazed by his taunting, slowly brought out his right hand and a large orange sword transformed into it. Grimlock held his sword with his right hand and glared back at the dragon.

The dragon saw this and said, "WHAT?! You have weapons too?!"

Grimlock ignored what he said and charged at the dragon, sword raised. The dragon released another fury of flames at Grimlock. The mighty Dinobot acted fast and held his left arm in front of him. On cue, his orange shield transformed in his left hand and the flames were stopped before they could hit him.

Grimlock put his shield away and charged forward to see the dragon rearing down to bite him. Grimlock dodged the sharp jaws of the dragon and sliced its nose. The dragon reared up and clutched his bloody snout; he glared down at Grimlock who had already gotten too close.

"DIE!!!" The dragon yelled and brought up his foot in an attempt to crush the Dinobot. Grimlock dodged the foot when it came down. He quickly lifted up his sword and brought it down on the dragon's foot. The dragon screeched as his foot was stabbed by this razor sharp sword stuck in it.

"You give up yet." Grimlock spoke evilly. "I can keep this up all day."

"I'LL KILL YOU!!!" The dragon screamed and unleashed more flames from his mouth.

Grimlock ripped his sword from the foot of the dragon and dodged the flames barely. Grimlock looked at his leg and saw it was scorched badly from the fire. Unfazed by this, he charged forward at the dragon who reared back and unleashed yet another torrent of flames at the mighty Dinobot.

Grimlock was done playing.

“So much….rage!”

Just before the flames covered him, Grimlock gained enough rage from this worthless battle he was having and transformed into his godly form. Grimlock roared and charged forward at the dragon, ramming him in the gut.

The dragon fell on its back and looked up to see the metal dragon bite down on his neck. The dragon immediately lost all the air in his lungs from the force of the bite. With his last bit of strength, the dragon pushed off his enemy and slowly got back up.

Grimlock transformed back into his robot mode and picked his sword back up. The dragon clutched his throat and watched in fear as this unknown monster was walking towards him! The dragon backed up in fear and put a hand up.

"Please, no more, I give up! Leave me be!" The dragon pleaded.

Grimlock stopped and looked at his sword; he looked back at the pleading creature and came up with the best solution to this entire predicament.

"Should've given up before."

The dragon smiled noticing Grimlock had let down his guard and breathed in deeply.

The fire struck Grimlock before he could react.

The dragon kept the flames going for a few more seconds just wanting to be sure that this thing would be dead. He felt his breath leaving and he stopped the flames from his mouth. The dragon closed his eyes and smiled when he realized he had just won. There was no way any creature could survive that amount of fire on their skin.

He chuckled to himself and prepared to turn around to eat the ponies he had almost forgotten about. He looked down at their terrified faces and licked his lips as he drew nearer. Their expressions were still in a petrified stare as the dragon leaned down and opened his bloody mouth.

Right before he could finish off these ponies, a deep growl was heard behind him.

The dragon slowly turned around and saw the creature with his shield out and not a burn mark on him. He had protected himself at the last second. The dragon backed away from the ponies and stood in fear as Grimlock put away his shield and gripped his sword.

The dragon gulped but immediately clutched his throat remembering what that monster had done to it.

After a few seconds of scary silence, the dragon screamed, "WHY WON'T YOU DIE?!"

Grimlock growled while looking at his sword and back at the dragon.

He answered with his most terrifying voice.

"Never give up."

Suddenly, Grimlock threw his sword at the dragon; it stuck with a deadly cutting sound into the stomach of the dragon. The dragon coughed up blood and looked to see Grimlock charging at him.

Grimlock jumped on the dragon and ripped the sword out with a deadly slice. The guts and organs of the dragon came pouring out along with a lot of blood. The dragon screamed in agony and clutched his open stomach. Grimlock climbed up onto the dragon's back and soon his head!

The dragon looked up to see Grimlock with his sword raised and letting out a deadly battle cry.

With one powerful slice, Grimlock severed the dragon's head from his body. Grimlock and the head fell to the ground. The large body of the dragon came soon afterwards. After the ground shook a while, all was silent.

Grimlock sighed and realized that he had just won. That dragon was one tough opponent, but nothing Grimlock couldn’t handle. He looked up and slowly got to his feet. Grimlock stuck his sword in the ground and put his foot on the severed head of the dragon. The Dinobot raised his fists in triumph.

"ME GRIMLOCK KIIIIIIINNNNNNNG!!!!" Grimlock yelled to the heavens and pounded his fists against his chest.

"ME GRIMLOCK GREATEST WARRIOR!!!!" Grimlock yelled.

Grimlock felt stupid using such bad vocabulary, but he didn’t care. Victory was his, as it always should be. Suddenly Grimlock remembered something.

He looked over to where the ponies were. They were mentally scarred at the events that just happened. The yellow one had tears flowing and the white one looked as if she was going to throw up.

Grimlock took his foot off the dragon head and picked his sword off the ground. The Mane 6 shivered with fear and cuddled closer.

But what they thought he was going to do, he didn't.

Grimlock's sword transformed back. He took one last look at the ponies and turned around and ran into the forest. Loud footsteps became quieter and soon.....silence.

The equines were scared beyond belief, they slowly got up and walked over towards the clearing into the forest. The creature was gone yet again.

Fluttershy broke the scary silence, "Can we go home now? The monster is gone."

"Grimlock..." Twilight said. Her friends looked at her.

"His...his name’s Grimlock." Twilight finished.

The other five looked at each other and proceeded to walk onto the trail and out of the Everfree Forest. Twilight followed behind them.

It was a silent walk, and the entire time, Twilight was still confused.

"Grimlock just saved us," Twilight whispered to herself, "But...... why?"

Recovery

The six mares had just made it back to Ponyville.

Rainbow Dash was sent to the hospital at once to heal her wounded wing. The doctors still didn't believe the story the mares told them, about her trying a new stunt and ended up crashing.

Nurse Redheart looked at the bruises and claw marks on Dash. "That must have been one heck of a fall." Redheart said.

"Yeah.... it was." Twilight rubbed the back of her head.

Rainbow Dash laid in a hospital bed and picked up a book. Her friends walked by her giving soft smiles.

"Don't worry Dash; we'll pick ya up first thing tomorrow." Applejack told her.

"Don't worry guys, I'll be fine here." Rainbow said and began reading another Daring Do book she found on the table next to her.

The other five mares walked out of the hospital and into Ponyville. It was beginning to get dark out, and Twilight wanted to ask her friends something.

"Girls, why did Grimlock save us?” She asked, “I mean, we attacked it and it still protected us.” Twilight asked her friends.

"I don't know, Twilight, maybe it saw us in trouble and it wanted to protect us I guess." Rarity said.

"That still doesn't make sense." Twilight said shaking her head. The five mares finally came into Ponyville after several minutes had passed; they were still discussing the topic on hoof.

"No Pinkie, we can't throw a party for it." Applejack told her.

"But why not, it saved us; a party is the least we can do!" Pinkie said smiling.

"It tried to kill us remember!" Applejack retorted.

"After we attacked it." Fluttershy quietly said.

"Girls, don't be so loud." Twilight shushed them.

"Ah'm sorry, ah didn't want all of Ponyville ta run amuck over the fact that there is a monster in the Everfree!" Applejack yelled.

"Applejack, be quiet! Somepony could hear!" Rarity yelled.
________________________________________

Hiding behind some crates were the Cutie Mark Crusaders, listening to every word the five mares were saying.

"Ya hear that?” Applebloom asked falling down from the crates, “There is a monster in the Everfree."

"Yeah, I bet we could catch it!" Scootaloo said excitedly.

"I don't know girls; it sounds kind of dangerous, my sister sounded like she was scared." Sweetie Belle explained while slightly shaking.

Scootaloo answered back, "Are you kidding?! We could earn our cutie marks lickity split if we caught a monster!"

"Well......I guess we could. But we need Spike to come along!" Sweetie Belle said.

"Awww, why?" Scootaloo asked with a hint of groaning.

"Because remember what happened last time?” Sweetie Belle explained, “Besides, he could help us not get lost."

"Okay." Scootaloo admitted.

Applebloom jumped in and said, "Cutie Mark Crusader Monster Hunters!"

"YAY!" They all said and ran off to the library. Applebloom had noticed that it was about to get very dark out, hopefully they could get their cutie marks and then get back home before anypony noticed they were gone. But Applebloom couldn't finish her plan when they had arrived to Twilight's house. When the three of them got inside, they saw Spike sweeping.

"SPIKE!" Applebloom yelled.

"Wha…?" Spike looked up and saw the three fillies looking up at him with a sparkle in their eyes.

"Spike, we want you to come with us!" Sweetie Belle said.

"Why, I have chores to do." Spike said.

Scootaloo knocked the broom out of his hands and said, "We want you to come monster hunting with us."

"Monster hunting?” Spike repeated the word, “Is this another one of your cutie mark attempts?" Spike asked.

"We'll get it this time!" Scootaloo shouted, "But we need you to come with us so you could guide us back." Scootaloo told him.

Spike leaned in and said, "Okay look, I can't leave the library until Twilight gets back, but if you three are going into the Everfree alone, then I have to go and look after you three."

Sweetie Belle, Scootaloo, and Applebloom beamed and hugged Spike.

"Okay, okay, you're making me blush. Now let's get going.” Just as they were about to leave, Spike got in front of them and blocked the door, “AND we have to be back before nighttime okay?" Spike asked.

"Okay!" The Cutie Mark Crusaders said together.

So Spike led them out of the library and towards the exit of Ponyville.
________________________________________

The five of them had now gotten back to the library; they were to discuss more on this topic inside. But when Twilight opened the door, Spike wasn't there.

"Oh great, now where did that dragon go?" Twilight looked around and still nothing, the other mares began to look as well.

Twilight was getting worried, "SPIKE!!!!"

"Where are you Spikey Wikey?!" Rarity yelled, she knew if it was her voice that was heard, Spike would come at once. But Spike still didn't come.

"Where is Spike?" Twilight said. Suddenly the door opened and Big Macintosh came in with a worried face.

"What is it, Big Mac?" Applejack asked.

"Have you seen your sister?!" Big Mac asked Applejack who was breathing profusely.

"No....I thought she was with you." Applejack said.

"She hasn't come home, and it's almost night!" Big Mac yelled.

Applejack was worried now; her sister was nowhere to be seen. "Wait a minute; did Sweetie Belle get back to the Boutique?" Rarity asked Macintosh.

"Nope."

"Oh no...." Rarity muttered in horror.

"What?!" Applejack yelled on the verge of tears.

"Applebloom, Sweetie Belle, Scootaloo. They went on another cutie mark adventure and they took Spike with them!" Rarity panicked.

Twilight began to stomp her hooves on the ground in fear. Pinkie Pie jumped around the room and literally screamed, "We have to go get them, it's not safe out there with the mon-" Pinkie began but was shushed by Rarity.

"The what?" Big Mac asked.

"Nothing, we'll go find them, Big Mac." Twilight said and galloped out the door with the other mares. But before any of them could go any farther, Applejack suddenly remembered something and stopped.

Applejack turned around and said, "We have to go tell Rainbow!"

They all nodded and sped off towards the hospital. When they got to Rainbow's room, they saw her still reading.

"Hey guys what's up?" Rainbow asked.

"Rainbow, we're going to find the Cutie Mark Crusaders and Spike, they got out somewhere and Grimlock is still out in the forest, they can't go in the Everfree with him still in there! Who knows what Grimlock will do to them?!" Twilight explained.

"What?! My biggest fan Scootaloo is out in the forest?! I'm coming too!" Rainbow said and got out of bed.

"But....you're still in the hospital." Rarity said.

Rainbow shook off the bandages and cringed in pain just a bit. She passed the pain aside when she knew there were more important things about to happen, "I'm fine, now let's go!"

The Mane six sped off out of the hospital, with doctors yelling at them. It was nighttime now, Applejack was running faster with the thought of her little sister being attacked by that monster.
________________________________________

Inside the entrance of the Everfree Forest, The Cutie Mark Crusaders and Spike were just standing there. Applebloom felt a feeling of fear move in and out of her.

Scootaloo started to walk inside and said, "Come on, those cutie marks won't get themselves!"

"Stay together though." Spike said and walked alongside Sweetie Belle and Applebloom. Scootaloo was leading the pack in the dark forest. She wasn't scared, but her friends were. Just as they were getting closer to another route, they heard galloping behind them. They turned to see the older mares galloping towards them.

When Applejack got close she hugged Applebloom. Rarity hugged Sweetie Belle and Twilight hugged Spike. Rainbow went by and put her arm around Scootaloo’s neck.

Applejack released herself and yelled, "What were you thinkin'?! Going in the Everfree at night, ah told ya never ta come here!"

"Ah'm sorry Applejack, we just wanted out cutie-" Applebloom began.

"Yer Cutie Marks, yeah ah heard it before." Applejack said and gently stroked Applebloom’s mane. "Don't ever scare me like that again." Applejack told her.

"Spike what were you thinking?!" Twilight yelled.

"I'm sorry Twilight!" Spike said.

"No, you're grounded!" Twilight yelled.

"But-" Spike began but had a hoof put to his mouth. Spike knew this was going to happen, and now he was grounded because of the Cutie Mark Crusaders.

"Sweetie Belle how could you?! Scaring your big sister like that!" Rarity yelled.

"I'm sorry, Rarity." Sweetie said with tears in her eyes.

"No, I'm telling mom and dad what you just did; going in the Everfree when there is a dangerous monster in here!" Rarity said.

"But we thought we could catch it!" Sweetie said.

Rarity looked at her in disbelief, "You would have NEVER caught it."

"You guys....." Came a timid voice.

They turned to see Fluttershy cowering and staring at some trees. They looked to see what she was looking at, it made them all freeze with terror.

There in the darkness, was a glowing red visor staring at them.

It was taller than some trees and it remained in the shadows. For several seconds, the visor continued its silent stare not moving an inch.

Sweetie Belle began to say, "It's.... it's the monster.....right?"

"RUN!!!" Applebloom yelled only to be stopped by Applejack.

"No, don't run." Applejack told her.

Twilight stepped a little closer and said, "Don't worry girls, it's just Grimlock."

"Grim-what?" Spike asked.

"Grimlock, it's the monster that saved us from the dragon. We really never properly thanked it, so we can now." Twilight explained. The other mares nodded, Rarity held her sister close and so did Applejack, Spike went closer to Pinkie, and Scootaloo cuddled closer to Rainbow Dash as Twilight approached the so called Grimlock.

As Twilight stepped closer to the trees, the visor stared down at her.

"Hello ummmm Grimlock, we never thanked you for saving us from the dragon, especially after we tried to capture you. But seriously, thank you for saving us. We don't want to be enemies, so will you please be our friend?" Twilight asked.

The glowing red visor continued to stare at them. Twilight felt uneasy as it just stared at her with such…..creepiness. Finally, after a few more seconds, the visor began moving closer.

Twilight backed up with her friends and was ready to see the creature that saved them.

Only... when it stepped into the moonlight....Twilight and her friends froze in shock.

It wasn't Grimlock.

When it spoke, it spoke with a chilling, emotionless voice.

"Minicons, attack!"

Aliens

Twilight, Fluttershy, Pinkie, Rarity, Rainbow, Applejack, the Cutie Mark Crusaders, and Spike were frozen in fear.

This creature was even more freighting than Grimlock! If that was possible.

It had that same red visor, but it didn't have a mouth. It was smaller than Grimlock was, but was still pretty big. It had dark blue armor and some purple lights on it. Its chest glowed purple with a menacing looking symbol on it.

“Minicons, attack!”

When it spoke, it sent shivers down Fluttershy's spine. It suddenly pressed a button on his shoulder and to the pony's and dragon's amazement, its chest opened and three squares came out.

The first square transformed into some kind of bird, it squawked and landed on a branch, staring at the ponies. The second square transformed into some kind of red two-legged creature with a long stick for a hand. The third square transformed into a small two legged creature with giant mallets for hands. It landed behind the ponies and glared at them.

The ponies turned around to see this strange creature; they were scared when it started smiling maniacally.

"Alright little organics, lets tumble, Rumble style!" The creature shouted and smashed his mallets to the ground, causing a tremor that made the ponies shake as they tried to regain their balance.

Applejack got in front of her friends and sister, "Y-ya stay back ya here!"

Rumble smirked and started laughing. Fluttershy backed up frightened until she felt her rump hit something cold and hard. She turned around slowly and saw the giant monster staring down at her.

"Eep!" Fluttershy squeaked and ran back towards her friends. Soundwave got in closer and put his hand up, the Minicons backed off as ordered.

"Scanning..." Soundwave said and pressed a button on his head. His visor glowed blue and a scan went over all the ponies and dragon. Rarity looked shocked as the scan went over her.

"How dare you look at me you brute?!" Rarity screamed and covered herself in embarrassment.

Soundwave's visor went back to red as he spoke, "Scanning complete, species: horses, specifically known as: ponies, other species: dragon. Need more results, Rumble, subdue the ponies."

"With pleasure, Soundwave," Rumble said and grabbed Rarity.

"Don't you dare touch me!" Rarity screamed and bucked Rumble, which made him fall backwards.

"Rarity, run and get help!" Twilight screamed.

Rarity took off galloping towards the way they came, Soundwave acted quickly. "Laserbeak, attack, the pony must not escape!" Soundwave ordered.

Laserbeak flew down and scooped up Rarity, she started screaming and slashing around.

"Somepony help me!" Rarity screamed.

Rainbow Dash took to the skies and knocked Laserbeak out with her full speed, Laserbeak fell to the ground. "Yeah, taste the rainbow you overgrown turkey!" Rainbow yelled holding Rarity.

Applejack was busy fighting off Rumble who tried to attack Applebloom. Applejack bucked Rumble with her full strength which made him fly back and hit a tree.

Soundwave was getting impatient, "Frenzy, attack the orange pony!"

Frenzy nodded and pounced on Applejack; she fell to her back and held up her hoof. Before Frenzy could finish her off, Twilight used a magic beam and knocked him off of her. Pinkie helped Applejack up.

"Ponies battle worthy, prepare to be annihilated." Soundwave said and his right hand transformed into some kind of weapon that began to create electricity at the end.

Rainbow flew forward at Soundwave who simply swatted her aside. Rainbow landed by her friends with a loud grunt, they all looked up to Soundwave pointing his gun at them.

The ponies didn't know what to expect from that strange weapon in Soundwave's right hand, but it seemed dangerous. When he was about to fire a loud screech filled the air. The ponies, and dragon looked up and so did Soundwave, they all saw a giant metal-like bird heading right for them!

The bird changed in front of the ponies eyes; it landed on the ground and was now a two legged creature like Soundwave.

"Swoop!" Soundwave yelled and fired his gun at him. Swoop dodged the lightning and kicked Soundwave, sending him into a cluster of trees.

Swoop turned towards the strange aliens and screamed, "Go organics! I'll protect you so you can get out!"

Ignoring the confusion, the ponies and Spike ran towards a clearing deeper into the forest. But suddenly Rumble came back and blocked their path.

"You're not getting away that easy!" Rumble yelled but was kicked by Swoop.

“I said go!!!" Swoop yelled before he was tackled by Soundwave.

The ponies watched in awe at this clash of the titans going on. Soundwave punched and fired at Swoop who retaliated with punches of his own.
________________________________________

Rummaging through the forest was Grimlock himself. He was very disappointed, he never found his Dinobot brothers, and worst of all he was lost.

He needed Energon…he can’t live like this.

“Hear…voices.” Grimlock muttered and pushed down a couple of trees.

‘Starving….starving…..starving.’ The voices continued their little games with the mighty Dinobot. Grimlock shook his head and collapsed on one knee.

"I give up, I will never find the Dino-" He began but heard fighting and metal being pounded not far from him. "Fighting? I love fighting!" Grimlock said but then heard a screech.

"That sounds like..... SWOOP!!!" Grimlock said and transformed into his dino form. Several forest creatures scurried away in fear when this new beast suddenly appeared in the Everfree. He roared and took off towards the sound of the fighting.
________________________________________

Swoop was being paralyzed by Soundwave's sound attacks. The Dinobot clutched his head in pain and fell to his knees. Soundwave laughed, it was a very disturbing, cold laugh that made the ponies shiver.

"Hee, hee, hee, hee, ha, ha, ha, ha, ha!" Soundwave continued to laugh as he was winning against Swoop.

Suddenly, Soundwave stopped laughing as a loud roar was heard. Soundwave turned to his right and saw two trees topple over, revealing the large metal T-Rex that growled with hunger at the Decepticon.

Twilight smiled and shouted, "It's Grimlock!"

"THAT'S Grimlock?!" Spike yelled very confused at this point.

Grimlock roared again and charged at Soundwave, the communications officer tried to run but was caught in the massive jaws of the Dinobot. Grimlock flung him to the ground.

Soundwave got up and said, "Rumble, Laserbeak, Frenzy, return!"

The three Minicons transformed back and slid into Soundwave's chest. Soundwave transformed into his car mode and drove off into the forest.

Twilight and Spike felt a nudge behind them, they turned to see Rarity. "Come on Twilight! Let's get out of here!" Rarity sharply whispered.

"But its Grimlock, he saved us again!" Twilight whispered just as sharp.

"It doesn't matter let's go!" Rarity yelled a little and took off after the group, Spike and Twilight followed.
________________________________________

Grimlock looked at Swoop who was obviously struggling to get back up. Grimlock transformed back and helped Swoop up. Swoop looked at Grimlock and gasped.

"Grimlock, is that you?" Swoop asked.

"Yes, I'm glad I found you." Grimlock told him.

Swoop stood up on his own and said, "Grimlock, do you remember anything that happened after you destroyed the Space Bridge?”

“No…do you?” Grimlock asked.

Swoop nodded and explained, “Slug, Snarl and I watched as the Space Bridge began to collapse. We didn’t know what happened to ya and we didn’t like it. But it only got worse…”

“What happened?” Grimlock asked obviously expecting to get an answer this time.

Swoop sighed and said, “A massive explosion came from the tower. It overcame all of us and the last thing I knew…I was here.”

Grimlock sighed and said, “So that’s how we got here. We need to find the others.”

Swoop nodded and transformed back into his pterodactyl form. He floated above his leader and shouted, “Grimlock, I have a locater, we can find the others!”

"You can?! Swoop, lead the way!" Grimlock said.

Swoop did as he was told and flew into the air. "Grimlock, follow me!" Swoop yelled and flew off. Grimlock ran close behind him.
________________________________________

It was getting harder to see her friends; the forest was getting thicker and thicker. Suddenly, Twilight tripped on a root and fell face first on the ground. She looked up to see Spike and her friends leave her behind.

"Hey, wait!" Twilight yelled, but it was too late, she was alone now.

Twilight shivered and looked around; she was really deep in the Everfree Forest now. She began to get teary eyed but held back tears as she looked for a way out. She began walking slowly through the forest, flinching at every little sound that was made.

Twilight finally came across a large field of grass in the middle of the forest; she sighed happily and walked inside. It was a good spot to be when you were lost; you could find a way out easier.

As Twilight walked in the center she stopped and listened to what sounded like buzzing. The buzzing became very loud and Twilight looked up and saw what was making the strange sound.

Many large insect-like creatures were flying towards her!

Twilight screamed and started to run, but her path was blocked by a giant insect that licked its lips with what appeared to be a forked metal tongue. Twilight looked at it and saw the same symbol that Soundwave had.

She turned and ran the other way but was stopped by another insect. Finally, Twilight was surrounded by several giant insects. Twilight cowered and saw one of them transform. It also had a visor like Soundwave; this creature was yellow and purple with a little green in it. It glared down at Twilight.

One of the insects spoke up, "So Kickback, can we eat this organic?"

Kickback looked at Twilight again; she was shaking with fear as she heard the words 'eat this organic.'

"Do whatever you want with it Insecticons, Megatron doesn't us bringing back anything that seems as worthless as this. This. This." Kickback explained.

The Insecticons moved forward on Twilight who backed up until she saw another insect behind her. She was trapped, there was no way out! Twilight closed her eyes and curled up in a ball, she let the tears fall this time.

"Somepony, help me!" Twilight screamed in a hope that her friends had heard. The Insecticons laughed and continued to move forward on their lunch. Twilight waited for her death to come, she just wished it would be fast.

That is, until Twilight heard a loud beeping sound.

She opened her eyes slightly to see the Insecticons taking defensive postures. She looked over at what they were looking at and it made Twilight gasp in shock.

There from the forest, came a white long box with wheels. It charged at the Insecticons and in front of Twilight's eyes, transformed. It changed into a tall two legged creature; it was white, red, and green. Twilight could not see its face, only its glowing blue eyes.

Suddenly, the Insecticons charged at the creature that kicked and punched them away. Kickback got angry and charged at the white creature, they locked hands and pushed at each other. Kickback gave in, and the white creature threw him against the Insecticons.

"Insecticons, retreat!" Kickback yelled and transformed back into a beetle and flew off. His Insecticons did the same and soon.......all was quiet.

Twilight didn't stop shaking and barely looked up at this new creature. It suddenly looked at Twilight which made her close her eyes and whimper. She heard loud footsteps headed her way. She opened one eye barely to see the creature get lower to her.

The violet unicorn felt herself being gently lifted up. The creature cradled her in his hands and Twilight stopped shaking. She opened her eyes and looked up to the giant face staring at her with glowing blue eyes.

It spoke, "Don't worry little one, you're safe now." When it spoke, ovals on the side of its head lit up. It didn't have a mouth either.

Twilight spoke after a few seconds, "Th-thank you."

The head went back a few inches and said, "You can talk?"

Twilight gulped and said, "Y-yes I can.....thank you for saving my life."

"Eh don't sweat it, I wasn't just gonna let those Insecticons eat ya up." It said.

Twilight smiled a little and asked, "What's your name?"

The creature answered, "The name's Wheeljack."
________________________________________

The ponies and Spike stopped after a while and caught their breath. Spike wiped a beat of sweat off his brow before looking around. They had definitely lost whatever it was that was chasing them.

Wait…was anything even chasing them?

"Is... is everypony okay?" Applejack asked.

"Wait, where's Twilight?!" Pinkie screamed. They all looked around; Twilight was nowhere to be seen.

"Oh this is terrible! This is THE. WORST. POSSIBLE. THING!" Rarity exclaimed.

"Twilight is out in the forest alone, and there are monsters everywhere!" Sweetie Belle screamed.

"Now, now, calm down everypony, all we have to do is look fer her, she can't be far." Applejack explained.

"Oh, I hope we find her." Fluttershy said.

"Yeah...." Spike said with tears in his eyes.

"Now come on, let's go.....this way!" Applejack pointed and trotted towards an open clearing. The others followed.
________________________________________

Wheeljack was walking through the forest, with Twilight in his hands; they were talking the entire way. Twilight asked many questions about what he was. Wheeljack didn't want to tell her too much information.

They finally came across what Wheeljack was looking for, the Autobot camp. Wheeljack covered Twilight with his other hand and told her to be quiet. She did and waited. The Autobot camp didn't have much, just a big fire spot that the Autobots made to see well.

Wheeljack walked into the camp and saw his Autobot brothers talking.

"So, anymore ideas that could get us back to The Ark, Perceptor?" Skydive asked.

Perceptor looked at the fire and said, "I still cannot locate The Ark. In fact, I can’t get any readings on this planet.”

The Autobots were in a sad silence until Blaster said, "Hey, how 'bout some music? That ought to cheer us up!”

"Shut up, Blaster!" Ironhide yelled obviously not in the mood.

"But I just-" Blaster began until he heard Wheeljack behind him.

"Guys, you'll never believe what I found!" Wheeljack said very excited. The Autobots came closer to him as he went by and stood near them.

"What is it?!" Ratchet said looking at Wheeljack's hands that were cuffed up.

"Okay, but you can't tell Optimus about it.....wait, where is Optimus?" Wheeljack asked.

"He went scouting somewhere, he'll be back soon." Sideswipe told him not taking his eyes off Wheeljack’s cupped hands.

"Okay....guys, I found a species on this planet, the first alien we will ever interact with is in my hands." Wheeljack explained and opened his hands.

The Autobots gasped and looked with wide eyes at the purple pony. Twilight began to cower again and she shook with fear at all the strange creatures staring at her.

"It's okay Twilight, these are my friends, and we won't hurt you." Wheeljack explained and rubbed her mane with his finger. Twilight stopped shaking and forced a smile.

"What is that?" Hound asked.

"Twilight, would you like to tell them?" Wheeljack asked looking down at her. She nodded and smiled.

"My name is Twilight Sparkle, I'm a unicorn." Twilight told them.

"What's a unicorn?" Perceptor asked.

"What planet are we on?" Ratchet asked her.

"You can talk?!" Ironhide yelled.

Twilight got confused at all the questions that were asked, but she thought and answered the simple ones.

"You are all on the planet of Equestria, why, are you.......aliens?!" Twilight's ears perked up and she scrunched her face up adorably.

Cliffjumper dawed and said, "Awww you're so cute!" Twilight blushed and smiled a little. But she remembered what she asked.

"Are you aliens?" Twilight asked. Ratchet was about to answer when a stern and deep voice came from behind them.

"What's going on here?"

The Autobots turned to see their leader, Optimus Prime, walking towards them with arms crossed. Obviously the Autobots were making quite a ruckus and Optimus wanted to know why.

"Hehe..... Hey Optimus," Wheeljack nervously said.
________________________________________

The ponies and Spike kept moving forward through the forest, they still didn't find Twilight, they were all getting worried.

"Oh no, Twilight was probably captured by some beast!" Rarity panicked.

"No, don't think that!" Applejack yelled back.

"Everypony look, a campsite!" Pinkie said excitedly.

All of them looked from the bushes and saw many large creatures surrounding a camp fire. Each of them had many different colors which was odd. All of them had a strange symbol that didn't seem as threatening as the symbol they saw on Soundwave. Rainbow Dash looked and saw Twilight being held by one.

"They got Twilight." Rainbow whispered.

"We'll get her back." Applejack said and glared at the creatures.

Fluttershy put the Cutie Mark Crusaders and Spike behind a tree and said, "Stay here, until we say it's safe."

They nodded. Fluttershy, Rarity, Pinkie, Rainbow, and Applejack looked at Twilight one more time. "Okay.....one...... two...... three..... CHARGE!!!!" Applejack yelled and they charged out of the bushes, toward their friend.

Twilight heard the scream and looked to see her friends charging at the creatures that she had suddenly made friends with.

"Oh no...." Twilight whispered to herself as her friends attacked.

History of Cybertron

As Applejack, Rarity, and Pinkie charged on hoof, Rainbow and Fluttershy took to the skies, well mostly Rainbow Dash charged while Fluttershy stayed behind her.

Ironhide heard the 'charge' and turned to see more of the "ponies" coming straight for them!

"What in the Allspark?" Ironhide said before he was attacked face first by the rainbow colored one.

Optimus took quick notice and shouted, "Autobots do not harm them!"

"What do you suggest we do?!" Cliffjumper yelled before he was attacked by Rarity, Applejack, and Pinkie.

Rarity shot bolts of energy at Cliffjumper, Applejack kept bucking him in the legs, and Pinkie used her party cannon and shot several pieces of party supplies at Cliffjumper's face.

Cliffjumper tried to block all of this until he was faltering; Applejack was ready to buck him on the face when he fell down. As Cliffjumper fell to both knees, Applejack got in front of his face and prepared to buck, only to stop when Twilight teleported in front of her.

"STOP!!!" Twilight screamed.

Applejack stopped, along with Pinkie, Rarity, and Rainbow Dash, they were confused. Twilight turned back to Cliffjumper who was getting back up, she sighed with relief and turned to her friends. Rarity, Applejack, Pinkie, Rainbow, and Fluttershy were ready for an explanation.

"These are the Autobots, they're friendly, especially Wheeljack over there! He saved my life!" Twilight told them. Wheeljack shuffled nervously and waved.

"He did?" Applejack asked.

"Yes, that's why it is important to not hurt them!" Twilight told her with emphasis on the 'not'.

Suddenly, the Mane six felt giant footsteps behind them; they turned to see the biggest of these so called Autobots: Optimus Prime.

Twilight finally got to see him up close, he was very tall, taller than most of the Autobots, he had a very buff stature along with his red armor. He had blue legs and glowing red lights on him. He wore a faceplate and he had devil horns, but they didn't seem threatening. He had blue eyes that made Fluttershy feel safer, as if he was a gentle giant. On his arms were red symbols that didn't look as evil as the symbol they saw on Soundwave.

"Hello there," Optimus told them, "My name is Optimus Prime. We are metallic organisms from another world, we are not here to hurt you, we are a peaceful race, well we were...anyway, we never intended to hurt your friend Twilight, and we would never attack an innocent race."

"Yer metallic what?" Applejack asked confused.

"You can just call us Autobots for short." Ratchet told them.

"Autobots huh?" Rainbow said remembering that name. Cliffjumper rubbed his head in pain; Rarity looked hurt when she saw the red Autobot in pain.

"Oh I'm so sorry for hurting you, we didn't know!" Rarity told him.

"It's fine." Cliffjumper grumbled.

"No it's not! We are SO sorry; we attacked you not even knowing you were peaceful." Rarity exclaimed.

"Wait, Optimus right?" Twilight asked, "You said you WERE peaceful, so what happened?"

Optimus sighed sadly and said, "We will explain everything, but for now, Autobots, introduce yourselves to these ponies."
The very large group of Autobots stepped up and began to say their names.

"Wassup little organics? My name's Jazz." This Autobot had to be the definition of cool. His voice sounded so awesome and his body looked totally amazing. He had a white exterior with a blue helmet and blue hands; he had no eyes but a simple glowing blue visor. His chest puffed out with an Autobot symbol and two red lights on each side.

"The name's Ironhide." Now this Autobot didn't seem too thrilled to say his name, in fact he looked bored out of his mind. He had red and silver armor with giant wheels on his elbows. On his shoulders were giant silver puffed out rocks that didn't seem to have a purpose but just stay there. He had a red helmet and a silver face with a scowl to go with that.

"Medical Officer; Ratchet." This white Autobot looked almost exactly like Ironhide but with some major differences. He had a strange helmet with pointed sides and his exterior was white instead of red. Other than that they looked like twins!

"I'm Wheeljack, but you already know that, Twilight." Twilight knew this Autobot all too well; he had a white, green, and red exterior. And like most Autobots, he had no mouth but a faceplate. On the sides of his heads were little ovals that lit up when he spoke, his forehead had a large oval pointing out, which was a clear sign that you did NOT want to bump foreheads with this guy!

"I'm Sideswipe, need a job done I'll carry it out." This was a tiny Autobot. He had a black helmet while the rest of his body was red and white. He had wheels on his shoulders and tow long sticks on his back.

"I am the mighty Jetfire." This was probably Rainbow Dash's favorite. The reason for that were his red wings that spread out on his back, a clear example that he could fly. His face was blue as were his eyes, but his helmet and exterior were white and red with some gold armor on his arms.

"We are the Aerialbots: Air Raid, Fireflight, Skydive, Silverbolt, and me; Slingshot." Now THIS group of Autobots really reminded Rainbow Dash of the Wonder Bolts. Each of them seemed to have wings on their backs and their colors were white, red, black, and silver.

"I'm Cliffjumper, OW." Another small Autobot introduced himself while slightly rubbing his head in pain. This one was pure red with a hint of silver on his legs and arms. He had two little silver horns on his head to go with his silver face.

"I'm Hound; weapons specialist." This simple Autobots' voice was cracking; the ponies could easily tell that this Autobot was a war veteran. He had a green exterior with some simple red lights on him, his helmet reminded Twilight of all the Royal Guard's helmets, making the idea true, he was indeed a pure war machine. On his right shoulder was a short white stick pointing out that didn't really serve a purpose.

"I'm Perceptor; one of the greatest minds of the Autobots!" Now this Autobot was tall, he almost reached Optimus' height! He had a very rich accent which only proved that he must be a scientist. His armor was multi-colors of red, blue, white, silver, and black. Like Hound, he had a long stick only on his left shoulder. His eyes were different from the rest of the Autobots’; instead of blue they were yellow.

"I'm the communications officer; Blaster." The accent of his voice just proved to Pinkie Pie that he was a true party machine. He had a red, yellow, and silver exterior with some odd looking buttons on his flat chest. His helmet was also red but still had two yellow dots at the top.

"I'm KABLAM Warpath." This final Autobot was by far the biggest, even slightly taller than Optimus Prime! He had no mouth and his entire body was colored red, his eyes were but another visor that glowed just as blue as Jazz's. But oddest of all was the strange tube sticking out of his chest.

The ponies were very confused; there was no way they were going to remember all these names, so they just introduced themselves when they noticed the Autobots beginning to get closer to them.

"I'm Pinkie Pie!" Pinkie hopped around excitedly.

"I'm Rainbow Dash, best flyer in Equestria, no, no, no applause is necessary!" Rainbow said touching her chest proudly.

"Rarity, it's a pleasure." Rarity said and bowed to each of them as if they were royalty.

"The name's Applejack, ah can smell a liar away, and ah knew ya weren't lying when ya said ya wouldn't hurt us." Applejack said taking off her hat.

"Umm.... I'm Fluttershy." Fluttershy whispered.

Twilight smiled and walked closer to the Autobots, her friends followed as they met each one personally. The Autobots had to bend down to shake their hooves, unlike Rainbow who flew up to them. The ponies noticed that the small yellow Autobot didn't say his name.

"What's your name?" Twilight asked the yellow bot. He looked down at her sadly and turned the other way.

"It's okay," Rarity said and patted his leg, "you can tell us your name, darling."

He still didn't talk. Rainbow Dash turned to Optimus and asked, "Hey what gives? How come he's not talking?"

Optimus went by Bumblebee and put a hand on his shoulder. "This is Bumblebee," Optimus explained, "the reason he didn't talk is because he can't. Bumblebee has had it far worse than any of us."

"What happened to him?" Fluttershy asked.

"Many years ago, Bumblebee here was on a recon mission but was captured by an old foe of mine. He had his voice processors ripped out and was left to die." Optimus said. Bumblebee looked at the ground and clutched his throat.

"So he can never talk again?" Twilight asked, her eyes burning but she forced the tears to stay in.

"Sadly yes, luckily Ratchet here got to Bumblebee before it was too late and saved his life." Optimus said and patted Bumblebee's shoulder.

"I'm so sorry to hear that, Bumblebee." Fluttershy said with tears starting to form in her eyes.

Bumblebee just nodded and continued to look sad. Fluttershy flew up and placed her hoof on the side of his face. She looked at him with a calm smile.

"I usually don't talk either, I'm really shy you know, but I have a special talent that allows me to talk to animals, and so if you ever need a friend, I'm here for you." Fluttershy told Bumblebee.

Bee smiled and rubbed Fluttershy's head. She smiled and landed back on the ground, but suddenly realized that all the Autobots were staring at her. She tried to hide behind her mane and blushed slightly. She decided to remain quiet for the rest of the night. The Autobots shrugged and continued to meet the ponies.

"So you can fly?" Jetfire said to Rainbow, "Don't think you can fly faster than me though."

"YOU can fly?" Rainbow asked with a hint of disbelief in her voice.

"Sure can, they don't call me Jetfire for nothin'" Jetfire said.

"How?" Rainbow asked.

"Like this." Jetfire said and transformed into his jet form. Rainbow Dash was very surprised.

"That is AWESOME!!!" Rainbow squealed.

As the Autobots continued to introduce themselves to the ponies, Applejack remembered something. She whistled, and Applebloom peeked out from the bushes.

"It's okay Applebloom, they're friendly, come meet them!" Applejack told her.

Applebloom, Sweetie Belle, Scootaloo, and Spike came out from the bushes and saw the massive creatures. "Whoa." Was all that Spike could say. The Cutie Mark Crusaders and Spike went up closer and introduced themselves to the Autobots, they did the same.

The Autobots were excited to see these new creatures as they continued to meet them personally, but the Autobots did see the yellow pegasus hiding behind her hair and not moving. The Autobots didn't really want to meet something so cowardly, so they ignored her. That didn't stop Optimus.

Optimus walked up to Fluttershy who continued to cower, Prime went down to one knee and met her eye level. Fluttershy barely looked up.

"It is alright little one," Optimus assured her, "my Autobots and I will never hurt you, we believe in peace and prosperity, and that freedom is the right of all sentient beings. You don't have to fear us."

Optimus placed his large finger under her chin and brought her head up. Fluttershy smiled softly.

"Wow, for big scary monsters you sure are nice." Fluttershy told him.

Ironhide chuckled and said, "If you want to see big scary monsters, you gotta meet the Lightning Strike!"

"Unfortunately, Grimlock and his team decided to stay on our home world." Optimus said. Twilight's head jerked back at Optimus.

She yelled, "You know Grimlock?!"

Optimus got up and turned to her, "Yes, he and the Lightning Strike Coalition Force were once part of our team."

"We know Grimlock!" Twilight said.

"You do?" Optimus asked her with complete confusion, “How…Grimlock never left…did he?” Optimus looked around at his fellow Autobots who shrugged.

"Yeah, he saved our lives from a dragon!" Twilight explained.

"A......dragon?" Optimus repeated the strange word.

"It's a giant monster on this planet." Twilight told him, "OH I forgot, we didn't hear where you all are from!"

Optimus suddenly remembered and said, "Autobots, circle that camp fire, it's time for a story."

"YAY, I love story time!" Pinkie yelled very excited and jumped around the camp fire.

"Hehe, that one's kinda funny." Hound nudged Slingshot.

Slingshot smiled and was starting to like this world a lot more.
________________________________________

Deep in the Everfree was Grimlock stomping through the forest, following Swoop. Swoop was locating where the other Dinobots were, he kept turning through the air which confused Grimlock.

“Stop flying in a circle, Swoop! You're confusing me!” Grimlock yelled at him.

Swoop flew downward and said, "Sorry, Grimlock, I just like flying so much, not bad for a tank eh-" Swoop couldn't finish because a missile just hit him in the back causing him to fall to the ground with a loud thud.

"Swoop!" Grimlock screamed and picked up his friend.
________________________________________

Smirking satisfied was Barricade.

He and Demolisher had just shot down the Dinobot Swoop not too far away. Demolisher turned slightly to Barricade and smiled with satisfactory, "Perfect shot huh Barricade?" Demolisher asked.

"Yeah Demolisher, we got one of the Lightning Strike, Megatron will be pleased." Barricade said.

"Let's go finish him off!" Demolisher said and drove forward, only to be stopped by his fellow Decepticon.

"No, Megatron wanted us back at headquarters 10 minutes ago! We'll finish them off later." Barricade told him.

Demolisher sighed and turned around and drove off. Barricade transformed into his car form and followed Demolisher out of the tree lines.
________________________________________

Swoop got up and transformed back into his dino form.

"You okay, Swoop?' Grimlock asked.

"I’m fine; I’ll scout an area for us." Swoop said and took off to the skies.

Grimlock walked slowly towards the way that Swoop said there was another Dinobot. Grimlock came across a large open area; there inside a poorly designed jail cell, was Dinobot Snarl, in his Stegosaurus form.

"Snarl, is that you?!" Grimlock yelled. Snarl looked up and saw him.

"Grimlock, get me outta here!" Snarl yelled and tried to move, only to hit the sides of the dome. Grimlock walked slowly to the dome, when he was halfway there, he heard a buzzing noise.

Grimlock looked up and saw an Insecticon crawl on top of the jail cell by Snarl. It was Insecticon Hardshell. He had no mouth like Kickback, only it looked like he was wearing a knight's mask. He was purple and green with a little bit of grey.

"Hello Grimlock, come to save your friend?" Hardshell asked.

"I thought you died on Cybertron!" Grimlock yelled and pulled out his sword. Hardshell was unfazed.

"You can't squash us so easily, Grimlock, now let's see you save him this time!" Hardshell screamed and many Insecticons came out of the forest and attacked Grimlock.

Grimlock killed many with ease. While he did kill many with his sword, he did like throwing them at other Insecticons. He slashed his sword, whipped out his shield and enjoyed smashing it against them. Hardshell was getting worried.

"More! Need more Insecticons!" Hardshell screamed.

Even more came, Grimlock was being overwhelmed so he did his favorite thing, he transformed.

Grimlock, now in his godly-like form, bit and stepped on any Insecticon in his path. Grimlock finished the rest of them with his fire breath. Seeing the carnage, Hardshell was terrified and retreated.

Grimlock looked up at Swoop who was flying by with several Insecticons on his tail.

"WOOOOO, Grimlock where ya been?!" Swoop yelled excitedly. Grimlock roared as Swoop flew past him with the Insecticons following.

Grimlock transformed back and destroyed the jail holder Snarl was trapped in. Snarl fell to the ground exhausted.
"Snarl, can you transform?" Grimlock asked.

"I’ll...I’ll try." Snarl said and struggled to transform.

Snarl was back to his robot mode but collapsed; Grimlock caught him and held him by his shoulder. Grimlock noticed that Snarl had a deep cut in his side.

"Insecticons hurt you?" Grimlock asked.

Snarl nodded and winced in pain. Swoop came by and transformed by Grimlock and Snarl, "Is Snarl okay?" Swoop asked.
"Yes, now let's go find Slug." Grimlock told him, "Here, you hold Snarl while I'll clear us a path."

Swoop helped Snarl up and said, "Okay Grimlock, I know where Slug is, go forward." Grimlock walked calmly forward and pushed away the trees to clear a path for Snarl and Swoop.
________________________________________

The Autobots circled the campfire, the ponies and Spike sat by a few of the Autobots but watched Optimus as he sat down. They stared intensively at him waiting for him to start. Optimus looked at the campfire and back at the ponies.

"So....are you all sure you want to know of our history?" Optimus asked them. The ponies nodded, but mostly Twilight.

Optimus sighed sadly and began, "It all began millions of years ago on a planet called Cybertron."

"So you are aliens!" Scootaloo interrupted.

"And you're from a place called Cybertron?" Twilight asked.

"And did you say you were all millions of years old?!" Pinkie asked intrigued.

Optimus sighed and said "Yes, you heard me right. All that I said was true. Now you may be thinking that I’m just lying about our age, but let me make one thing clear to all of you."

"And what's that?" Twilight asked.

"We are not made of flesh and blood like you ponies. I, and my comrades, are Cybertronians. Robotic aliens. We are made of metal, circuitry, and important to us, Energon. Machines last longer than organics." Optimus told them.

"Soooo, what do you look like on the inside?" Twilight managed to say.

"Well, let me show you." Optimus then grabbed his chest, and pulled it apart, revealing the wiring and electronics inside him.
The ponies and Spike gasped. Pinkie Pie ran closer to him and began to climb up his arm with lighting speed. Optimus looked at her as she was now on the opening of his chest, looking at the insides.

"Woooooooah." Pinkie said as she was being hypnotized by the colorful lights and buttons.

When Pinkie fell from the bright lights, Optimus caught her and placed her by the rest of her friends, Pinkie shook her head and said, "I just saw a another planet and bright stars and stuff. The planet was made of candy and I just wanted to try it! Wait; would a planet made of candy taste good? Maybe it will....hmmmmm." Pinkie placed a hoof to her chin and got lost in her own little world.

Rainbow rolled her eyes, knowing this was just normal Pinkie Pie.

Twilight squinted at something that intrigued her in Optimus's chest, it was an orange circle that glowed blue in the center.

"What's that in your chest?" Twilight asked.

Optimus looked at his chest and sighed sadly, he closed it up and said, "That is a story for a different a time."

Twilight frowned wanting to hear what the story was but remained patient. Optimus brought his head back up.

"Now where were we, oh yes, it all began millions of years ago on a planet called Cybertron, we were once a peaceful race, much like you ponies, but then came the war. Between the Autobots who fought for freedom," Optimus pointed at all the Autobots around them, "and the Decepticons who dreamt of tyranny."

"Decepticons, who are they?" Spike asked before he was shushed by Twilight.

"Excellent question, Spike." Wheeljack said.

Wheeljack then pulled out a strange metal orb from his belt, he pushed it and a Decepticon symbol came out. Twilight suddenly remembered.

"I've seen that symbol!" Twilight said the Autobots looked at her shocked.

"You....you have?" Slingshot asked.

"We all did." Applejack said.

"Yeah, when that punk Soundwave attacked us!" Rainbow Dash shouted out while punching her hooves together.

"SOUNDWAVE?!" The Autobots screamed. The ponies were just as shocked as the Autobots were.

"Why, is that bad?" Pinkie asked.

Optimus looked at them and said, "Soundwave is a cruel warrior, he is the communications officer for the Decepticons, and he is never easy to defeat, I'm still confused how you ponies survived against him."

"Well, you see this Autobot, I think it was an Autobot, flew down and saved us from Soundwave." Twilight explained.

"Interesting, and none of you Autobots saved these ponies?" Optimus asked his team.

"Not us, Optimus." Jetfire said.

"Very strange..." Optimus rubbed his chin.

Twilight cleared her throat; Optimus looked at the ponies that were looking at him expectantly.

"Oh, I'm sorry I should continue the story." Optimus rubbed the back of his head.

"Thank you." Twilight said smiling and closing her eyes.

"Anyway, the Decepticons, a group of Cybertronians who’s wanting for destruction and lust for power know no bounds, were led by the most hated being in the known galaxy, and my sworn enemy, Megatron." Optimus clenched his fist.

"Mega-who?" Rainbow Dash raised an eyebrow.

Optimus was getting tired of explaining and touched the side of his head, his eyes lit up and a hologram appeared in front of the ponies and Spike. It was a hologram of a giant metal being with glowing purple markings, he had a very dominating structure.

Optimus continued with the hologram still going on, "Megatron was and is still leader of the Decepticons, he started the war on Cybertron and soon killed the planet, and we had no choice but to leave our home and find somewhere else to live in the galaxy."

"You're not living here are you?" Twilight asked.

"Well that is a question I cannot answer. For when the Space Bridge brought us here, we were all separated from our ship called The Ark. Our head scientist Perceptor has told us that the Space Bridge control sequence was scrambled before it launched the portal. So either it is this world…or another…for now we must live on this world until we must know for certain…that there is another world out there that can be habitable.” Optimus explained.

“Sooo…you’re just going to stay on our world for now?” Rarity inquired.

Optimus nodded and continued.

"Anyways, after millions of years of fighting, Cybertron began to run increasingly low on energy, also the core of Cybertron died out thus killing the planet, and we had to leave on our ship called The Ark. During our flight though, the Decepticons intercepted us with their own ship, The Nemesis, and we both crashed on your world.” Optimus explained.

"And then what happened?" The ponies and Spike asked.

"The crash had separated us from The Ark. We do not know where it is on this planet…but we must find it quickly, because if Soundwave is close by…then the other Decepticons must be as well." Optimus told them.

Optimus finally sighed and stopped. He stared at the ponies that had wide eyes. "Wow," Twilight began, "you guys have some story."

Optimus nodded and went silent again, until Jazz spoke up.

"Hey ponies, we didn't ask you what planet this was." Jazz said.

Twilight beamed and said, "Okay, time for us to tell you of our home!"

"Oh great." Ironhide grumbled.

Old Rivals

Even deeper in the Everfree Forest, was the great and powerful Megatron and his army of elite Decepticons, recovering from their little incident. Megatron had a deep gash across his leg; he was being repaired by Mixmaster, one of the Constructicons. Megatron winced in pain as his leg was being operated on.

"Careful you fool, if you wreck my leg you will suffer!" Megatron warned.

"Forgive me my lord." Mixmaster said and continued to work.

Three flying jets zoomed in and transformed near Megatron. It was Ramjet, Thrust, and Dirge.

Ramjet sounded hurt, "Oh my poor, sweet master, how it pains me to see you so injured, so weak." Ramjet told him.

"Spare me your words you insolent fool, you know what you were told and that is to shut up!" Megatron roared.

Laserbeak flew in and shot down a phoenix from the skies that flew off of a tree branch, the phoenix died instantly and fell to the ground. Laserbeak then landed on Soundwave's arm as Soundwave approached Megatron.

"Soundwave reporting, lord Megatron." Soundwave announced himself.

Megatron winced in pain again, "And what news from our communications officer?"

Soundwave began, "I, and my Minicons have discovered alien life on this planet. These are horses or specifically known as ponies. They rule this world, unknown of the planet’s name."

"You couldn't capture one of these "ponies" for observational research?" Megatron asked.

"Negative, the ponies got away before I could capture them but-" Soundwave was cut off by Megatron.

"You have failed me yet again Soundwave, you’re supposed to me my special agent and to NOT fail missions, tell me why I should spare your life?" Megatron asked crossing his arms.

"The Autobot Swoop defended the ponies, and then Grimlock came and attacked me, I had no choice but to escape." Soundwave explained.

Megatron rubbed his chin and said, "So the Lightning Strike is on this world as well."

All of a sudden, the air was filled with a buzzing noise. Megatron looked up to see two Insecticons heading for him while one of them crawled out of the tree lines. They transformed and landed on the ground. It was the three main Insecticons: Sharpshot, Kickback, and Hardshell.

"Lord Megatron, Autobot Wheeljack was found on this world! World! World!" Kickback said.

"Wheeljack? Then the other Autobots must be here as well. Even Optimus Prime." Megatron clenched his fists.

Barricade came up to Megatron and said, "Uhh Megatron, we have all the Decepticons here and accounted for all except Starscream."

Megatron narrowed his red eyes at Barricade and said, "Starscream is now an enemy to the Decepticons, he has betrayed us and allowed the one called Grimlock to escape and destroy the Space Bridge. He snuck his way onto The Nemesis like the hydro-weasel he is! If any of you see Starscream, shoot him on sight!"

Thundercracker and Skywarp looked surprise.

"Uhhh, Megatron, do we really have to kill Starscream?" Skywarp asked.

"Did I stutter?! Yes you do!!!" Megatron yelled.

"V-very well, lord Megatron!" Thundercracker shuddered and flew off with Skywarp, to hunt for Starscream.
________________________________________

Limping his way through the forest was the sky commander of the Decepticons, Starscream, with an injured left arm and right leg. He trudged his way through this endless forest, wincing in pain at each step. Starscream decided to rest and he sat down beside a rock.

"OW! My leg is leaking Energon! This is just perfect, lost in a forest when all the Decepticons want to kill you!" Starscream complained.

Starscream heard a noise above him and saw Thundercracker and Skywarp fly by him. Starscream got to cover and luckily wasn't seen. "Ugh, great, now my two idiot companions are trying to kill me. It wasn't my fault we were sent here!" Starscream rambled on.

Starscream sighed and got up to keep moving, limping with every step.

"I can't be found by Megatron, I just can't."
________________________________________

"And that is the story of how Equestria was born." Twilight finally finished.

Optimus was stunned to say the least, this history was quite interesting, with all its conflicts and resolutions, oh how Optimus wished Cybertron was like this planet.

"Your planet has quite the history, Twilight." Optimus told her.

"Thank you, I'm still sorry about what happened to your world, Optimus." Twilight gave him a sorrowful look.

Optimus raised his hand forward and said, "Don't be, it was us who killed our planet, I just wish we could have done better."

There was a moment of silence before Rainbow Dash remembered something that bugged her.

"Hey Optimus," Rainbow spoke up, Optimus looked at her, "your friend here uhhh, Skyfire right?"

"Jetfire, but Skyfire does sound like a good name." Jetfire corrected her.

"Yeah Jetfire, he changed into a weird triangle thing, can all of you do that?" Rainbow asked.

"Well sure we can Dash, it's called transforming." Ironhide answered.

"Transforming? How does that work?" Rarity asked.

"Well, let me show you!" Jazz answered and transformed into his car mode. His engine revved up and the ponies backed up a little in amazement, all except Pinkie.

Pinkie placed her chest on the hood of Jazz's car mode; she started to shake from the engine.

"ThIs FeElS aMaZiNg!" Pinkie shook as the engine kept going. The other ponies touched the hood as well and felt themselves vibrating.

"How is this happening?" Twilight asked.

"Engines are very unique." Optimus answered.

"Like how?" Twilight asked.

"I'd like to answer that." Wheeljack stated and walked up. He put one finger in the air. "Now let's start with how the engine is built." Wheeljack said.

"Oh great, here we go." Sideswipe grumbled.
________________________________________

Grimlock kept making way for Swoop and Snarl as he pushed down two trees to clear them a path. "Turn right Grimlock." Swoop said. Grimlock turned right just as ordered.

"Who are we gonna find next?" Snarl managed to say.

"Slug, he's the last one. I hope he's okay." Swoop said.

"I hope so too, we can't afford another loss of a Dinobot." Grimlock said as he pushed down more trees.

Swoop chuckled and said, "So you finally admit that we can be called Dinobots now?" Grimlock ignored him and continued onward. The three Dinobots finally came to the sound of fighting.

"There's Slug, he's in there where the fight is!" Swoop said.

"Let's go!" Grimlock said and rushed towards the clearing.

When he got there he saw Slug all by himself taking on the Stunticons: Breakdown, Dragstrip, Wildrider, Motormaster, and Dead End.

"I hate you stupid Stunticons!!!" Slug yelled and punched Dragstrip in the face sending him back to hit Wildrider. Slug suddenly was grasped in Motormaster's arms and began squeezing with his full strength.

"You are one strong Decepticon, Motormaster, but I am stronger!" Slug yelled and broke free from Motormaster's strength. He lifted up Motormaster and threw him to a couple of trees. Breakdown looked over and saw Grimlock, Swoop, and Snarl.

"It's the rest of the Lightning Strike, retreat!" Breakdown yelled, transformed, and drove away. The rest of the Stunticons followed. Grimlock walked up to Slug.

"We are together once again, I thought I would never see any of you again, I thought I would be lost in this pony world forever." Grimlock explained.

Swoop chuckled, "Love you too, Grimlock."

"Grimlock, the blast from the Space Bridge sent us to this new world, where do we go now?" Slug asked.

"Swoop has the locater, ask him." Grimlock pointed at Swoop.

"Yeah.....yeah I can find the others!" Swoop yelled.

"GOOD! I hate this stupid forest!" Slug raised both fists.

Grimlock pounded his fists to his chest, "Let's move, Dinobots!" Swoop transformed and took off slowly; Slug helped Snarl up while Grimlock followed Swoop through the forest, with Slug and Snarl behind them.
________________________________________

"And then we have the thrusters, and they can-" Wheeljack was explaining before he was silenced by Optimus.

"Okay Wheeljack, we understand, but you're confusing the ponies." Optimus pointed at the group who were rubbing their heads in confusing, Twilight regretted asking that question.

"Okay, well, what are all of you going to do now?" Twilight asked.

Optimus rubbed the back of his head and answered, "I.....I truly don't know, we don't have the right supplies to return back to Cybertron, we might be stuck here for a while." The Autobots hung their heads in sorrow, the ponies and Spike couldn't help but feel sad for all of them, they were lost in a world they did not know, and they didn't know how to get back.

When Twilight was about to say something, Optimus stood up in alert and looked at the forest. The ponies looked behind them and saw nothing.

"Autobots, stay in defensive positions!" Optimus ordered.

The large team of Autobots got up and held their fists forward, ready. Fluttershy looked back at Optimus who narrowed his eyes deeper into the forest; he obviously saw something the ponies didn't.

After a moment of scary silence, the forest erupted with many pegasi who wore golden armor. They flooded the Autobots who tried to block them.

"DO NOT HARM THEM!!!" Optimus yelled and continued to block, not harming a single pegasi.

Twilight, Rarity, Applejack, Fluttershy, Rainbow Dash, Pinkie Pie, Spike, Sweetie Belle, Scootaloo, and Applebloom backed away from the Autobots and tried to get to cover when they were surrounded by many unicorns with golden armor.

Shining Armor came in the center and hugged Twilight. "I'm so glad you're safe!" Shining said and continued to hug Twilight.
Twilight broke off and glared at him.

"What are you doing, Shining?!" Twilight demanded.

"We're saving you from the monsters! After we heard of what happened to you and your friends with the first monster, Celestia ordered we come in the Everfree and capture the beasts, we didn't know you and your friends would come in tonight!" Shining explained.

"No, they're friendly! Stop with the attack!" Spike yelled.

"Yeah, they’re nice!" Fluttershy quietly shouted.

"How do you know?!" Shining asked.

"Call off the attack and we'll tell you!" Twilight glared at her brother even more. Shining thought for a minute and held up his hoof.

"All Royal Guard, seize the attack!!!!!" Shining Armor yelled. All the Royal Guard stopped at once and landed on the ground, staring at their captain.

Shining looked at Twilight waiting for an answer, Twilight looked at Optimus and waved her hoof towards her, wanting Optimus to come closer. Optimus did and walked up to them, he went to one knee to meet Shining Armor's eye level.

"This is Optimus Prime," Twilight began, "He is the leader of the Autobots, they’re aliens and they ARE peaceful, or somewhat peaceful."

"Somewhat peaceful?" Shining repeated Twilight’s words and looked back at Optimus Prime.

"Well they have been through a war, Shiny, but they believe in peace, right Optimus?" Twilight asked.

"Indeed, you have nothing to fear Shiny; we will never harm this planet's race." Optimus assured him. Shining Armor didn't take too kindly to an alien calling him by the nickname his sister gives him.

"First of all, my name is Shining Armor. Second, we got the information that a monster like you attacked my sister and her friends earlier today." Shining growled.

"Are you sure it was not a Decepticon?" Optimus asked keeping his attitude at a minimum.

"A Decepti-what?" Shining was confused.

"No, it was Grimlock," Twilight answered, "and you said he was part of the Autobots." Twilight looked up at Optimus.

After Twilight had said that, Shining glared at Optimus since one of his men attacked his sister, Applejack took quick notice. "But, we attacked him first, so it's all fair to say that he was defendin' himself." Applejack told Shining Armor.

"Self-defense huh?" Shining said and rubbed the back of his head. He thought for a long moment before looking at Optimus. "I'm sorry about that; we didn't know you were peaceful and all." Shining said.

"It is alright, we would never have harmed you anyway if you still attacked us." Optimus told him.

"Uhhh thanks and uhh sorry, Twily." Shining apologized.

"It's okay Shiny." Twilight smiled at him.

"Now, how would you and the Royal Guard like to meet the Autobots?" Pinkie asked Shining Armor with a wide smile.

"That would be great." Shining smiled and shook Optimus' hand.

The Royal Guard went around and met each of the Autobots, mostly they were apologizing. After that was done, Shining went up to Twilight and her friends.

"Okay, let's get back to Canterlot, all of you." Shining Armor said.

"What about the Autobots, we can't just leave them here." Twilight pleaded.

Shining Armor looked at Optimus and his team, he smiled and said, "Would you all like to come to Canterlot, we can get you better places to rest besides this forest."

"Hey, that would be great!" Warpath yelled.

"Yeah, I need to fix some of these scratch marks on my armor." Jazz said rubbing his scratch marks.

"Can we go, Optimus?" Air Raid asked.

Optimus rubbed his chin and asked, "Are you sure it is alright, Shining Armor?"

"Oh there is no trouble; the Princess will love to meet you." Shining explained.

"Well okay then, Autobots, transform and roll-" Optimus began.

"Leaving so soon?" Came a deep and threatening voice.

Optimus turned around and thought to himself, 'No.....not now.'

There, standing in the front of the massive forest, was the leader of the Decepticons and Optimus Prime’s old rival....

….Megatron.

Meeting The Royalty

Lost.

The Decepticons have lost in a major battle with the Autobots in this cursed forest. Deep in an abandoned cave, was the badly injured Megatron and his evil Decepticons. Megatron was never in so much pain; he had lost an arm and got stabbed in the abdomen. The Decepticon Blast Off was doing his best to heal his wounded master.

Megatron winced in pain yet again as his wiring in his arm was being tampered with. His arm had to be re-attached at once. Blast Off was trying his hardest but Megatron wouldn't ease up on him.

"Careful you fool. You might destroy all the components in my arm socket!" Megatron said.

"Sorry Megatron.......why were you easily beaten? You're our master, you can't fall so easily." Blast Off said.

"How would you like to face Optimus Prime and Grimlock at the same exact time?" Megatron asked him.

"I wouldn't." Blast Off admitted.

"That's what I thought. OW!!!" Megatron yelled as Blast Off began working on his abdomen areas, putting the wiring and circuitry back in.

Megatron was beginning to feel dizzy and his optics was going dark. He was never in so much pain before, usually the over shields would begin repairing him but something wasn’t right here. Demolisher and Barricade came to his side. He looked over to see the Decepticon tank smirking.

"What are you smiling about, Demolisher?!" Megatron asked.

"You're dying Megatron, and when you do, I will be the new leader of the Decepticons." Demolisher calmly said knowing Megatron can't do anything to him in this state.

"You will never be the leader of the Decepticons! I will not die!" Megatron yelled but moaned in agony as his circuits were being torn out in place of new ones.

"Are you sure about that oh mighty leader?" Barricade asked smiling insanely.

Megatron didn't know what to think.

As the horrible surgery kept on going, Megatron heard footsteps coming inside the cave.

"Who....is...that?" Megatron could barely talk.

"It's.....It's..." Brawl said as he pointed his gun at the unknown person. Megatron couldn't see who it was.

"Hello fellow Decepticons, I bring you no harm, but I do bring you information involving our mighty and powerful master."

That voice, Megatron recognized it immediately. Starscream.

"Show yourself....coward." Megatron stuttered.

The rest of the Decepticons raised their weapons and prepared to fire but Starscream put up both hands. "I have information on how to heal Megatron you fools; you would be wise not to hurt me!" Starscream yelled.

"Lower your weapons Decepticons." Megatron wheezed. The Decepticons obeyed. Starscream smirked as he walked closer to Megatron. Megatron looked at him.

"How can I be healed?" Megatron asked.

"I will only tell you if you take the hit off me." Starscream said.

"What hit?!" Megatron yelled.

"You wanted to kill me; you thought it was my fault that we got sent to this cursed planet, so I want you to simply say that I, Starscream, will have his rightful place as the sky commander of the Decepticons." Starscream explained.

Megatron thought about this for a moment and looked at his torn apart insides. "Okay Starscream, you are part of the Decepticon ranks yet again." Megatron scowled.

Starscream chuckled and got closer to Megatron. He began, "Simple surgery cannot save you Megatron, and instead I have found a new powerful artifact that has the power to do just that."

"Powerful....artifact?" Megatron repeated Starscream’s words.

"Artifacts to be precise," Starscream corrected himself, "they are called The Elements of Harmony, and they’re extremely powerful and located in the capitol of this world."

"What is this world called.....Starscream?" Megatron asked.

"It is called Equestria." Starscream answered.

"I see..." Soundwave began. The Decepticons looked at the communications officer. "Equestria, as in equine, which is another expression for horse or pony." Soundwave explained.

Megatron looked at Starscream again. "Starscream...." Megatron wheezed. Starscream looked at his fallen master. "To prove yourself worthy to me again, you must collect these Elements of Harmony and bring them to me." Megatron told him.

Starscream bowed and said, "I will not fail you, lord Megatron!"

"Take as many Decepticons as you please......do NOT fail me Starscream!" Megatron threatened and laid back down.

Starscream looked at the massive group of Decepticons and pointed out the ones he wanted to take. "Thundercracker, Skywarp, Swindle, Vortex, Brawl, Onslaught, Blast Off, and Soundwave, you are all to come with me, I will be your commander!" Starscream said.

"Oh great…" Swindle groaned.

"Get going Starscream! I don't have much time!" Megatron threatened.

"Time is of the essence, we wouldn't want our leader to die now would we?" Starscream smirked.

"I hate your jokes so much Starscream, now go!!!" Megatron roared and lay back down.

Starscream, Thundercracker, Skywarp, Vortex, and Blast Off transformed into their flying modes and flew out of the cave and into the skies. Swindle, Brawl, Onslaught, and Soundwave transformed and followed the flyers on the ground. As Starscream left, Megatron laid his head back down and remembered how much he hated Starscream.

The painful memories returned.
________________________________________

Megatron was in his prime, he was so strong and so powerful, and no Autobot or Decepticon could stand in his way of total victory of Cybertron. But this day was extra special.

As Megatron stood at his control post, he waited patiently for Starscream to return with his special prize. Megatron stared out the window of his throne room with several Decepticon soldiers behind him. All of a sudden, a loud roar of cheers filled his hearing processors.

Megatron turned around to see Starscream walking right for him, laughing at what he had captured. The Decepticon soldiers were cheering and clapping from Starscream’s prize.

“HAHAHA!!!” Starscream laughed and stopped in front of Megatron. “Megatron, look what I found.”

Laserbeak squawked from Soundwave’s shoulder as Brawl and Onslaught pushed down the body of the Autobot leader at Megatron’s feet. Megatron turned around and smiled deviously.

“Optimus ‘Prime’. That is what they call you now isn’t it?” Megatron asked.

“Megatron…” Optimus spat out as he pushed to the ground by the two Combaticons.

Starscream smirked at his master and said, “Funny, isn’t it, Megatron? How easily I defeated the one adversary you couldn’t.”

“Silence..!” Megatron shouted and shot Starscream with his cannon which sent him crashing to the ground behind Optimus.
Onslaught and Brawl backed away as Optimus’ hands were chained to the ground by the blue energy couplets.

“It didn’t have to come to this…” Optimus said as Megatron approached.

Megatron gloated as he approached, “This is what you chose, Prime, when you defied me! All of this is your doing!”

Two Autobot soldiers were being held captive and watched in horror as Megatron was about to finish off their leader. “Optimus!” An Autobot soldier shouted before Megatron shot him, killing him instantly.

Optimus saw as his Autobot brother was killed viciously. “Megatron, stop!” Optimus Prime shouted.

Megatron turned back to Prime and said, “I’ll stop…when all of you are dead!” Megatron finished off the last captive Autobot with one blast.

“This is needless; all we want is to leave!” Optimus shouted until Megatron smacked him with the back of his right hand, silencing the last Prime.

Megatron turned back towards his control post and walked calmly back. He looked at a group of soldiers and said, “Charge up the Warp Cannon. Wipe their precious Ark off the face of Cybertron!”

“Yes sir!” A Decepticon soldier said and began the Warp Cannon on one of the computers.

Megatron turned back to Optimus Prime and shouted, “No one leaves without my permission!”

Optimus stood back up and glared at his hated rival, “I wasn’t asking.”

Megatron scowled at how resilient Optimus was to him.

“Always defiant to the end aren’t you, Prime! At every turn you have thwarted my efforts to save this planet! To return it to its former glory!”

Megatron didn’t even notice the large Autobot city lumbering behind him.

“No more! This day it all ends, Prime! Once and for all!” Megatron finished as his command post suddenly began to shake.
“Megatron, look out!” Soundwave shouted and ran away.

Metroplex ripped the roof off of Megatron’s command post and looked down at Optimus Prime. Megatron shot several blasts from his cannon at the mighty Autobot city but it did little damage.

“Stop running you fools! Stand and fight!” Megatron shouted at his retreating Decepticon soldiers and continued to fire.

Metroplex lifted up his massive fist and brought it down on Megatron, crushing him! Optimus’ chains were broken and he watched in awe as Metroplex crushed Megatron again and again.

Megatron lifted up his cannon and fired one more shot before meeting Metroplex’s fist.

The Decepticon leader lay in the ruins of the command post and barely looked up to see Metroplex crush him again.

And what a surprise….Metroplex crushed him one more time.

The Decepticon command post was decimated. As Metroplex slowly raised his fist, Starscream, Soundwave, Onslaught, and Brawl walked forward to see Optimus glaring at them.

“Leave. NOW.” Optimus threatened.

Starscream glared at Optimus Prime but suddenly looked down to see Megatron’s destroyed hand sticking out of the tattered ground. Starscream looked back up at the mighty Metroplex. Starscream did the math.

“Decepticons, Megatron has perished, betrayed by his foolish pride.” Starscream said.

Soundwave, Onslaught, and Brawl stared at Starscream as he continued.

“I, Starscream, am your leader now!” Starscream took one last look at Optimus Prime who glared right back. “Decepticons, return to base!”

With that, Starscream transformed and flew away. Onslaught and Brawl retreated behind Starscream while Soundwave stayed where he was. Soundwave couldn’t believe it, his master….was gone.

With one final look, Soundwave turned away and retreated.

Little did Starscream know…..that Megatron had listened to every word he had said.
________________________________________

Megatron wheezed in pain after reliving those horrid moments of tragedy. Yes, he hated Starscream with all that he was, but now….Starscream was his only hope of survival.

In the night sky, Skywarp flew by Starscream and said nervously, "Hehe, no hard feelings right Starscream?"

"Ohhh, none what so ever." Starscream said with venom dripping from his voice.

The nine Decepticons traveled through or above the forest, on the hunt for The Elements of Harmony.
________________________________________

The large group of Autobots, ponies, dragon, and Royal Guard had passed Ponyville without being noticed.

It was still night, but the moon was getting lower, it was to be day very soon. Rarity was lagging behind; she didn't get any sleep at all. Applejack shook her head to keep herself awake, Rainbow yawned constantly, Fluttershy was already asleep and Bumblebee carried her in his hands, it was quite adorable and Bumblebee couldn't help but smile. Pinkie wasn't tired at all, and hopped the entire way.

The Cutie Mark Crusaders were sent to their homes right when they got to Ponyville. Hopefully, they will have learned their lesson.

The walk to Canterlot was very quiet; all except Pinkie who kept asking the Autobots to transform and take her for a ride. The Autobots tried their best to ignore her. Twilight looked over at Optimus again and saw that he was limping.

"Oh no, Optimus, are you okay?!" Twilight asked.

Optimus touched his leg and saw that it was static with circuitry coming out along with liquid Energon. Optimus groaned in pain. "I'll be fine for now, just got to.....ignore it." Optimus said.

"No you're injured; we'll get you help right away when we get to Canterlot." Twilight finished with a smile. Optimus felt happier now that this pony cared so much about him and his team.

Shining Armor awoke on the back of Applejack. He shook his head to regain his senses.

"Oh my aching..." Shining began.

"OH Shiny you're awake!" Twilight walked by him and nuzzled her brother.

"What happened?" Shining asked.

"You got attacked by a Decepticon, but Optimus saved your life." Twilight said and smiled at Optimus.

Shining looked up at Prime, Optimus nodded and continued to walk. "Oh, thank you Optimus, I owe you my life." Shining told him.

"You don't owe me anything, the Decepticons attacked you, and it was my sworn duty to protect every living thing from their wrath." Optimus Prime explained.

"Wow." Twilight felt even more respect for Optimus than before.

Bumblebee looked down at the sleeping pony in his hands; Fluttershy's silent breaths were barely heard as her tiny chest went up and down. Bumblebee felt warm inside, how this pony could make Bumblebee's worn-torn spark warm up, he didn't know.

The rest of the walk was quiet, after a few hours, the sun came up and the Autobots, ponies, dragon, and Royal Guard had arrived at Canterlot. Shining Armor got off of Applejack's back and walked by himself slightly limping.

The front gates were closed; two Royal Guard stepped up and saw the massive giants in front of them. They panicked but suddenly saw Shining Armor putting his hoof up. "It is alright Guards! They're friendly; we're here to see Princess Celestia, royal business." Shining Armor explained.

The Guards backed up in fear and opened the gates. The Autobots walked past them and some waved to the Guards. The walk through Canterlot was just what the Mane 6 had expected; fear. All the up-tight ponies were terrified as the Autobots calmly walked through the city. Optimus paid them no heed and continued to lead the Autobots; of course the ponies led the way.

After a few minutes of walking, they had arrived to the royal grounds. Shining Armor waved at his Royal Guards to go away, they did and soon it was just the Mane 6, Spike, Shining Armor, and the Autobots.

Shining gulped and walked in Celestia’s throne room first. The Autobots shuffled nervously, not knowing what to expect. Twilight saw this and acted quickly. "Don't worry Autobots, the Princess is very nice and very fair, she will understand you're not a threat to this world." Twilight said smiling.

"Yeah, you saved our lives after all!" Rainbow Dash said.

"And saved mah sister." Applejack smiled.

"Oh yes, you are all very nice, the Princess will just love you!" Rarity gushed.

"Yeah…" Fluttershy quietly agreed and yawned from just awakening.

"Celestia is the nicest Princess ever! You guys will be just fine!" Pinkie Pie told them.

Just then, the doors busted open and hundreds of Royal Guard spilled out with spears raised. They circled the Autobots and pointed the spears at them. "Hooves up where we can see them!" A Royal Guard shouted.

"Hooves?" Jetfire whispered to Wheeljack. Wheeljack shrugged not knowing what it was either.

Optimus quickly thought that hooves must mean hands in this world. So Optimus Prime raised his hands in the air making him not a threat. The Autobots saw their leader do this and did the exact same thing. All the Autobots had the hands in the air except for Sideswipe who laid on the ground unconscious.

Similar to Sideswipe, but with a stubborn attitude, Grimlock and the Dinobots didn’t raise their hands as well.

"You will never make me raise my hands, organics!" Grimlock shouted. The Guards backed up but continued to hold their spears.

"Yes, yes! No!!! I agree!!!" Slug said glaring at the Guards.

Optimus turned to the Dinobots, "Grimlock, Slug, Snarl, and Swoop, put your hands in the air now! We can't be seen as a threat to this world!" Optimus ordered.

The Dinobots groaned and slowly raised their hands. The six mares were very stunned to see the Royal Guard acting this way. Celestia wouldn't do this to innocent creatures, what did Shining Armor tell her?

Ironhide chuckled and leaned down to Twilight a little, he said, "Hehe, Celestia obviously thinks we are not a threat to this world."

Twilight didn't say anything and moved where the Royal Guard wanted her and her friends to go, behind the Autobots as they were forced inside the royal room of Celestia. Hound picked up Sideswipe this time and followed the rest of the team.

As the Autobots were being forced to walk down the long hallway with hands in the air, Jazz nudged Prime and said, "What do we do, Optimus?"

Optimus answered not even looking at him.

"We will wait and see, old friend."

A Prime Problem

As the Autobots were forced into the throne room of Celestia, they didn't know what to expect.

Even Optimus was surprised to see what Celestia looked like. She was bigger than the ponies; her mane flowed majestically, even though there was no wind. She stared at the towering monsters that entered her throne room.

Shining Armor was standing by her side, looking quite nervous. The Royal Guard were still holding their spears at the Autobots, Celestia saw the monsters with their hands raised and spoke up.

"Royal Guard, you may leave us now, this is a royal discussion only." Celestia raised a hoof.

The Royal Guard were stunned and stayed where they were, until one spoke up, "Uhhh.... Princess.... I think we should... ummm.... stay here and protect..."

"Now, Royal Guards," Celestia said sternly, "that's an order."

The Royal Guard poured out of the room, leaving only the large group of Autobots, Mane six, Spike, Celestia, and Shining Armor. Optimus put his hands down, so did the other Autobots. Celestia stood up and announced herself.

"I am Princess Celestia." She said. The Mane 6 and Spike bowed, the Autobots didn't.

Twilight looked up at Prime who had his arms crossed; Optimus heard a sharp 'pssst' from below him. He looked down and saw Twilight bowing.

"Oh......do you want us to bow?" Optimus asked. Twilight nodded and eyed the Princess.

With very confused looks Optimus received from his fellow Autobots, he went to one knee and bowed before Princess Celestia. Twilight smiled calmly......that is until the other Autobots didn't bow.

"Prime...what do you think you're doing?" Jazz asked.

Optimus stopped bowing and looked back at him, "It is a sign of respect, Autobots. We want to make a good impression on the ruler of this world, so bow."

Grimlock had enough.

"NO!!!" Grimlock yelled. Optimus looked at him confused and waiting for an explanation.

Grimlock looked directly at this so called Princess and said, "I have been through a living hell when I got here! I've fought a strange monster, I battled the Decepticons, and I did all of this for the ponies! But I will NOT bow!"

"Yes! This is going too far!" Slug agreed as he always does.

"I will never bow to a creature like that!!!" Swoop shouted and pointed at Celestia.

"Neither will I!!!" Snarl finished for the Dinobots.

The ponies gasped at how rudely these Autobots were acting, especially in front of the Princess! Twilight turned to Celestia but was confused to see her with a normal calm face.

Optimus placed a hand on his face and had enough of the Dinobots' ignorance.

"Grimlock, Swoop, Slug, and Snarl, bow to the leader of this world!" Optimus said with sternness in his voice.

"NEVER!!!" Grimlock shouted.

"That is an order!" Optimus yelled back.

Grimlock was about to give Optimus a piece of his mind when he looked over to the rest of the Autobots who were already bowing. Wheeljack looked up at Grimlock and said, "Just do it, Grimlock. Just think, the sooner we bow, the sooner we’ll get back to The Ark.”

Grimlock thought of the offer and rubbed his chin. With a loud and deep groan, Grimlock went to a knee and bowed before Princess Celestia. The other Dinobots had no choice but bowed as well.

"You know...." A very calming voice caught all of the Autobots' attention. They looked to see this Princess speak.

Celestia continued, "You didn't have to bow to me, I wouldn't have forced you to if you didn't."

Grimlock immediately stood up and placed both hands on his head in regret. Oh he didn't even NEED to bow! The other Dinobots stood up quickly and looked around the room nervously. Celestia gave a whole hearted chuckle at the embarrassment these aliens were feeling.

After a pregnant pause, Twilight remembered something that bothered her.

Twilight looked at Shining Armor and asked, "What happened, Shiny, you know these Autobots are peaceful, why did the Royal Guard subdue them?"

Shining looked at Celestia who explained, "I sent the Royal Guard to do it, when Shining Armor told me that aliens were here to meet me, I had to take precaution, even if they are peaceful, we can't trust them."

"But... but Celestia..." Twilight stuttered but Optimus held a hand in front of Twilight stopping her.

"I do not blame you for not trusting us, Princess. We are a very violent race, but we believe in peace and prosperity, we need to be violent only when we need to, and that is to protect ourselves or protect someone else." Optimus explained looking down at the ponies.

Celestia thought about this for a moment and said, "Well, that's what we're here to discuss, right Shining Armor?" Celestia looked at him.

Shining coughed and said, "Um, Princess, maybe Twilight should speak first. She was the one who first encountered the alien and could probably tell you more than I could."

"Twilight, please step forward." Twilight shivered when her name was called and slowly trotted towards the Princess, stopping just a few feet away from her throne.

"Now I want you to describe everything that happened after you sent me the letter describing the monster incident in Ponyville." Celestia said.

Twilight gulped and began, "Well, to start, Grimlock was the monster that came into Ponyville..."

"Grimlock?" Optimus asked looking back at the Dinobot; all the Autobots had their attention on him.

Grimlock looked down and said, "Oh great..."

Twilight cleared her throat and began, she went over everything; how they had found Grimlock surrounded by the corpses of the Manticores, how they had tried to capture him only for him to defeat all of them and escape, and how Rainbow Dash had chased after him on her own.

Stopping Twilight at that point, Celestia sent a disapproving gaze towards Rainbow Dash who looked down in shame. The Autobots were very mad at Grimlock at what he did.

"Grimlock, you hurt the ponies?!" Optimus sternly asked.

"They were attacking me, I was defending myself." Grimlock said.

"You threw Rarity, swatted Fluttershy, and attempted to crush Twilight and Rainbow Dash, yeah, that is really defending yourself." Jazz said sarcastically.

Celestia looked back at Twilight.

"Continue please..." Celestia said.

Twilight continued to the part where Grimlock saved their lives from the dragon and ran away from them. Celestia smiled and looked at the mighty leader of the Dinobots.

"Grimlock....is it?" Celestia asked, Grimlock nodded once and crossed his arms again, Celestia cleared her throat and began, "Well then, I thank you for saving my pupil and her friends. If it hadn't been for you, they would have been killed by that dragon, thank you once again, good sir."

Grimlock nodded again and put his arms down, he looked down at the ponies he had saved and they looked back. Twilight no longer felt frightened when she looked in that red visor of his, she felt calm, knowing that this Autobot would not hurt them anymore.

"Well Grimlock, you did well. Saving the ponies from a monster after they tried to capture you, I'm proud of you Grimlock." Optimus told him.

Grimlock took his attention off the ponies and onto Optimus Prime, "It was nothing, Optimus Prime."

Celestia was silent as Twilight finished the story; she looked around the room until her eyes settled on what appeared to be the leader of these creatures.

"Well, it seems you have all been through a lot this past day, I will allow each of you to stay in one of our guest rooms and take a long deserved rest." Celestia smiled at each of the ponies, they smiled and nodded with enthusiasm.

Celestia looked at Shining Armor and said, "Okay Shining, I would like you to leave now, and to settle down the ponies outside."

"Bu-but your highness that would mean leaving you with-" Shining began.

"With the aliens, yes. But they aren't dangerous by the looks of them, so just go and calm the city ponies down okay?" Celestia told him.

Shining Armor ran out the door a little faster than normal, looking back at the giant Dinobots, Swoop and Snarl looked at him, which caused Shining to shiver and run out of the room. The mares giggled at the sight of Shining being afraid.

"Well now, I guess we can discuss the matter at hoof now." Celestia said. "What are all of your names?" Celestia asked. The Autobots groaned, not wanting to spend a longer time introducing all of them. So only Optimus introduced himself.

"My name is Optimus Prime." The leader of the Autobots said.

"Well Optimus Prime, what are all of you doing in Equestria, when obviously you're not from here?" Celestia said.

"We come from a planet called Cybertron, millions of years ago; a war ravaged the planet until our race was almost depleted. We got in a ship called The Ark, and found a new world to live on until the war was over and we could rebuild. Unfortunately, the Decepticons ruled Cybertron after we left millions of years ago. When we arrived on this world, we were separated from our ship. Oh and I apologize for how Grimlock here acted with the ponies, he can get angry easily which is why he is one of my best fighters." Optimus finally finished.

Celestia was.....stunned to say the least. These were aliens that fought in a war, and tried their hardest just to survive on a new world. Celestia couldn't bear the thought of leaving Equestria and finding a new world to live on. These Autobots were very brave.

"Is there any way you could get home?" Celestia asked.

"No, we don't have the technology to make a Space Bridge, and this world is far too primitive, we may be stuck here for a long time." Optimus said. The Autobots looked down sadly.

Celestia didn't feel afraid of these aliens anymore, she felt sad for them. There must be some way she could make it up to them. "Well, as long as you stay in Equestria, you may live here with the ponies until we find a solution." Celestia smiled at them.

"That is great news, because the Decepticons are here as well, we have to protect this world from their wrath." Optimus told her.

"Who are the Decepticons?" Celestia asked remembering Optimus mention them in his speech a while ago.

Optimus looked straight at her and said, "The Decepticons are an evil race of Cybertronians. They destroyed Cybertron, which made us have to leave. They were and are still lead by the power hungry leader of the Decepticons; Megatron."

"Where are they now?" Celestia was concerned about the safety of her kingdom, if these Decepticons destroyed a planet run by giant alien robots, what could they do to a planet filled with peace loving ponies?

"We do not know, they are on this world though, and we will defend it from them." Optimus told her.

"Thank you Optimus Prime, you would really do that for us?" Celestia asked.

"We will not just stand by and let this world end up like Cybertron, we will never let that happen to an innocent race." Optimus said.

Celestia smiled and said, "Well, we will need living arrangements while you are all here. You may all stay at the castle or Ponyville."

"Wait!" Hound shouted. Celestia looked at the green Autobot who was holding someone in his arms. "What about Sideswipe and all of us, we need to be repaired!" Hound said.

"Yeah!" Skydive agreed.

Soon all the Autobots began arguing with unnoticeable words until Optimus yelled, "ENOUGH!" The Autobots stopped instantly and looked at their leader. Optimus turned to Celestia and asked, "We do need to be repaired, is there anything you can do for us?"

Celestia thought for a moment and said, "Guards!" At that moment, two Guards busted through the doors, past the Autobots and bowed in front of their Princess. Celestia smiled and said, "Take the Autobots to the medical hut and have them fixed up; it is the least we can do to thank them for saving Twilight and her friends."

The two Guards stepped out the door and said, "Follow us Autobots, we will get you repaired."

The Autobots walked out the door, Optimus turned back to Celestia and said, "Thank you, your highness." Celestia nodded and watched as the Autobots left the room, along with the ponies and Spike. The only one left was Twilight.

"Thank you Princess." Twilight smiled.

"You’re welcome, my most faithful student." Celestia said back. Twilight galloped up to her throne and hugged her. Celestia smiled and nuzzled her.

"Thanks for giving them a chance, Princess." Twilight said.

"It was my pleasure, they seem very nice." Celestia cooed. Twilight let go and galloped out of the room. Celestia sighed happily; she had accomplished something great today.

Little did Celestia know, that she had sparked a great war approaching.
________________________________________

When night fell, Canterlot was silent. The Autobots took refugee there; all of them were resting their components in a large area specifically for them. All of them were transformed in their vehicle modes and used it as a large truck stop. The Dinobots didn't transform and just laid on the ground staring at the stars.

Grimlock stared at those shining stars above. It was funny. Grimlock felt……peaceful, on this world of ponies. Grimlock shook his head and grumbled. These ponies must be getting to him, making him soft, he wasn’t soft! He was a stone cold warrior!

Grimlock sighed and crossed his arms as he stared at the stars…..maybe he could see Cybertron from here…..maybe.

Grimlock’s thoughts were interrupted by a slight cough.

“Hey…”

Grimlock leaned forward and looked to his right side; the soft voice he had heard had come from that same cyan pony with wings. Grimlock noticed she had bags under her eyes, probably from the lack of sleep or something; Grimlock didn’t know much about these organics.

“Oh….hello again…” Grimlock answered and continued to observe her.

Rainbow Dash walked nearer and looked up at him expectantly. Grimlock looked back and saw his fellow Dinobots in shutdown mode. He looked back and still saw Rainbow looking at him with a quizzical look on her face.

“What do you want, pony?” Grimlock asked really not in the mood.

Rainbow frowned and asked, “Why are you so mad all the time?”

Grimlock growled at her and looked back at the stars. After a few more seconds, Rainbow decided that he wasn’t going to talk. When she was about to leave with her head hung low, Grimlock spoke.

“You really want to know?”

Rainbow Dash spun her head around and saw Grimlock staring at her. She turned back around and nodded once. Grimlock sighed and looked back at the stars.

“Millions of years ago, I was the leader of the Lightning Strike Coalition Force on Cybertron. I was a brave and powerful warrior, until one day, everything turned for the worst.” Grimlock explained looking down in sorrow.

“What happened?” Rainbow asked.

Grimlock looked directly at her huge magenta eyes, “Me, Slug, Snarl, Swoop, and Sludge were sent to the Sea of Rust to investigate what a Decepticon scientist was planning. We were attacked and overrun by Insecticons. I was captured by the Decepticon scientist and experimented on; but I escaped and rescued the other Dinobots. But something horrible happened….”

“Yeah...?” Rainbow said wanting Grimlock to continue.

Grimlock sighed and said, “My teammate, Sludge, was killed and we Dinobots didn’t have enough time to save him….for I am the reason we are on this world.”

Rainbow Dash gasped.

“I destroyed the controls on the Space Bridge, causing us to be sent here. But now, we are nowhere near The Ark. I know Sludge still lives, his spark is still active……I can feel it.” Grimlock finished.

Grimlock looked at Rainbow Dash who had wide eyes at what he just told her. Grimlock expected this much from a little pony, not knowing the true horrors of war, losing the ones closest to you, and giving up everything for what you believed in.

But what this little pony said confused Grimlock.

“Wow…. you’re even cooler than I thought.” Rainbow said and gave him a little smile.

Grimlock looked at her confused and asked, “What do you mean?”

Rainbow got closer to him and said, “Well, you fought in this war you guys had on your planet, and even though you lost one of your closest friends, you still won’t give up. That takes guts, dude.”

Grimlock absorbed her words and finally nodded.

“Thank you, Rainbow Dash.” Grimlock said.

Rainbow smirked and said, “Hehe, anytime, dude.”

With that, Rainbow yawned and started to walk away. She turned around slightly and said, “G’night, Grimlock.”

Grimlock rubbed his head and said, “Ummm, goodnight, Rainbow Dash.”

Dash chuckled and flew off towards her room she was staying in. Grimlock watched her fly and land on top of a balcony and walk inside. Grimlock sighed and laid his head back down. And with that, Grimlock went into shutdown mode.

All was quiet yet again.

All too quiet until the sound of jets came soaring above.

Starscream, Thundercracker, Skywarp, Blast Off, and Vortex, flew quietly above the capitol, not wanting to bring attention to them. Soundwave, Onslaught, Brawl, and Swindle had to walk through Canterlot, very quietly.

They all came upon the Elements of Harmony tower. Starscream hovered in the air and spoke, "My scanners show the Elements of Harmony are in that structure, we must be very quiet."

Starscream said to the jets hovering next to him. "Vortex, tell the Decepticons below us to follow very quietly." Starscream whispered sharply.

Vortex flew down and met the Decepticons. "Starscream's orders; follow us inside, make an entrance, but DON'T make noise." Vortex said.

"Affirmative, Onslaught, create an entrance." Soundwave ordered.

Onslaught walked over to the wall and sawed a giant circle for them to enter. Starscream, Thundercracker, Skywarp, Vortex, and Blast Off transformed on the ground and got behind Onslaught.

Soon the entrance was made and Onslaught pushed the piece of wall to the side. "Success…" Onslaught whispered.

The nine Decepticons slowly walked inside. Wincing at every step they took as they made noise. They came across a locked door that had a magical seal. "This is it. My scanners show this is the door that holds the Elements of Harmony." Starscream said and tried to open the door, it wouldn't budge.

"Starscream, the door has a seal that can't be opened normally." Soundwave explained.

"Then you open it you big nerd!" Starscream whispered sharply and stepped away from the door.

Soundwave's chest opened and out came a long wire; the wire locked on a hole in the door and began making an electric sound. "It is working." Soundwave said.

The door slowly opened, Starscream pushed Soundwave out of the way. He looked inside and brought out a small box covered in jewels. "This is it, Decepticons, transform and return to Megatron, time to heal our master." Starscream said and transformed.

He took off to the skies, followed by Thundercracker, Skywarp, Blast Off, and Vortex. Onslaught, Swindle, Brawl, and Soundwave had to walk out of the city.

As they passed a few buildings, Swindle's optics caught something moving on the side of a building. He looked straight at the movement but saw nothing. He shrugged and continued to walk out of Canterlot.
________________________________________

Cliffjumper had just seen the Decepticons leaving Canterlot. He got to cover as Swindle looked at him. Luckily, Swindle shrugged it off and continued to walk. Cliffjumper got out of hiding and looked at the Decepticons walking away.

"I gotta go tell Optimus." Cliffjumper said and ran straight for the Autobot camp.

Cliffjumper had a feeling deep in his circuitry...

This was not going to end well.

Megatron Returns

Megatron wasn't holding up well.

He was in intense pain from his damaged insides. If Starscream didn't get there soon, Megatron would be a goner. Demolisher on the other hand, wanted Starscream to be late. Demolisher had always wanted to be leader of the Decepticons, but Megatron was just too strong to die.

As the Decepticons were sitting in the cave bored, Scavenger was giving Megatron some of his Energon to keep his master alive. Scavenger cut his arm again and poured the liquid Energon into Megatron's open wound to keep him alive.

"I live to serve you lord Megatron." Scavenger muttered.

"Your loyalty shall be rewarded....someday." Megatron wheezed.

As the Decepticons continued to mope around, Breakdown spotted something outside the cave. "Starscream and his brigade have arrived Megatron!" Breakdown shouted

Starscream, Thundercracker, Skywarp, Vortex, and Blast Off, transformed and landed on the ground. They walked slowly inside the cave as Soundwave, Onslaught, Swindle, and Brawl drove by and transformed as well. Starscream and his team walked inside the cave with Megatron looking at him.

"Did you bring it?" Megatron stuttered a little.

"Yes, Megatron." Starscream said and pulled out the box. He placed it on the ground while the Decepticons circled around it.

Megatron got up but groaned in pain as he moved closer to the box. Megatron slowly brought his finger down and lifted up the lid. Megatron's big fingers couldn't get what was inside the box.

"Soundwave, eject Frenzy, get the Elements out of the box." Megatron said weakly.

Soundwave ejected Frenzy from his chest; Frenzy walked over and slowly got the Elements out and placed them on the ground in front of Megatron. "How do these things work, Megatron?" Frenzy asked.

"I don't know you little creep! Soundwave, how do these work?" Megatron asked.

Soundwave explained fully, "The Elements of Harmony can't be used normally, although they are extremely powerful, they must be activated by the Element Bearers for them to work."

"The Element Bearers, who are they?" Starscream asked.

"I don't have time to find them, or enough time to know who they are! I'm going to die if we don't use these Elements now!" Megatron weakly yelled.

"But how do we activate them without these so called 'Element Bearers'?" Barricade asked.

Megatron thought for a moment and suddenly looked up, he answered Barricade’s question with the simplest answer.

"With Dark Energon…"

The Decepticons were stunned to hear that. Soundwave spoke first, "Megatron, using Dark Energon on the Elements of Harmony could bring unknown chaos and disharmony to this world, the Elements of Harmony are what keep this world peaceful, we could be endangering ourselves."

"I do not care for this world; our safety is a sacrifice I will have to make!" Megatron yelled and clutched his stomach again.

“But how do you know it will even work, like Soundwave said, we need the Element Bearers for them to fully function.” Hook asked.

Megatron looked at Hook and said, “Do you remember how Dark Energon reacts to whatever it touches?”

“Uhhhhh…..yeah…” Hook said.

“Well then, this is how it will happen, I use Dark Energon on these six Elements and with the power of Dark Energon fused with the power of these strange Elements, the combined power will do exactly as I say! Dark Energon has always done what I said, and it will do what I say now!” Megatron finished.

The Constructicons were rubbing their heads in confusion. To prove Megatron’s theory, Megatron turned to Soundwave and ordered, “Soundwave, observe these Elements and prove that Dark Energon can be inflicted, and the resulting substance will do as I command!”

Soundwave walked forward and bent down to observe the Elements closer. After a few seconds, Soundwave stood back up and announced, “Megatron, the Elements of Harmony combined with the power of Dark Energon will be enough to heal you. But at a price, the Elements of Harmony will be destroyed in the process.”

“I do not care if this entire world is destroyed in the process! I will be saved!” Megatron roared. "Now stand back Decepticons." Megatron said as his fist began to glow with raw, purple energy.

Megatron let loose a blast of Dark Energon straight at the ground where the Elements were. The Elements began to shake and change color when the Dark Energon penetrated them. When Megatron was done he collapsed on the ground after he had just used the last of his strength. Megatron looked up and saw as the Elements started to float above him.

The Elements were no longer the colors they were before; they were now dark purple that glowed violently. The Elements continued to rise until they shot a blast together at Megatron. Megatron screamed in pain when the blast hit him. But his screams of pain turned to grunting.

Megatron slowly rose as the long stream of purple energy kept going into his chest. The Decepticons were surprised to see Megatron's wounds healing up, his severed arm reattached and all the components did as well.

Megatron stood up and clenched his fists. "I am the dominator! I am the destroyer! I am MEGATRON!!!!!" Megatron screamed as the stream of energy stopped and the Elements fell to the ground, completely drained of energy.

Megatron looked more powerful than before, his purple lights glowed brighter, his appearance was more dominating, and he looked as if he just came out of the construction lines.

"Wow Megatron, you look brand new." Barricade said.

"I feel so much stronger too." Megatron said looking at his fist and clenching it over and over again.

Starscream coughed and said, "I believe you owe someone some gratitude."

Megatron turned to Starscream and said, "You did well, Starscream."

Starscream smirked only for Megatron to curse under his breath. Soundwave touched the Elements and analyzed them, he began, "Megatron, scanners show that the Elements of Harmony have been depleted of energy. What will we do with them?"

Megatron thought for a moment and smiled deviously as an idea struck in his head. "Do we have radio contact?" Megatron asked Soundwave.

"Affirmative, who do you want to contact?" Soundwave asked.

Megatron looked at Soundwave, still smiling. "An old ally of mine..." Megatron said. Soundwave transformed into his boom-box form, ready to contact.

Megatron began, "Send this message to.....Cybertron."
________________________________________

-Cybertron-

Shockwave stood at where his precious Space Bridge was just millions of years ago.

Those horrible memories came rushing back into his mind. How Cliffjumper had managed to meltdown the tower and escape his wrath. How his creation, that stupid Dinobot, destroyed his last remaining Space Bridge, and Megatron leaving him on this horrid dead rock.

Still, he managed to win the war with the remaining Decepticons and the last Autobots fled the planet, leaving the Decepticon to rule Cybertron. Oh Megatron would be proud.

But Shockwave couldn’t get over the thought that when Grimlock destroyed the controls…where did it send Megatron? He hadn’t gotten word of his master since….maybe he was safe.

Shockwave stared at the destroyed Space Bridge for a while longer until he heard a voice behind him. Shockwave turned around to see the triple changing Decepticon Octane.

“What is it, Octane?” Shockwave asked.

Octane coughed and said, “Ummm…you’ve received a message from Megatron.”

Shockwave turned fully around and said, “Lord Megatron?!”

“Yes, follow me.” Octane finished and walked away. Shockwave followed him with anticipation.

Both Decepticons came to Shockwave’s personal command post. Shockwave couldn’t wait for what his master had to say. When the two Decepticons came across his communications room, Shockwave turned back to Octane and said, “Leave me, Octane, I must answer his call alone.”

“Understood…” Octane muttered and walked out of the room.

Shockwave turned back to his computer and began typing. The message came up abruptly and Shockwave observed it with his glowing purple eye.

“Hmmmmm….a mission from Megatron himself, wants me to act out a special mission for Megatron. Let’s see…..” Shockwave said to himself and began reading.

“I see….Shockwave, go to the primitive world we have arrived on and bring several containers of Energon, for our ship is depleted of it. Follow these coordinates Soundwave deciphered.” Shockwave read the message out loud.

Shockwave read the coordinates and tilted his head in confusion.

“Odd….that shouldn’t be there…” Shockwave said and went to his star charts.

He remembered the coordinates and placed his finger where it should be…..

….there was nothing there.

“Why would Megatron want me to go to an unknown sector?” Shockwave asked no one in particular.

Shockwave got back to full height and said, “I will go to edges of the galaxy to do Megatron’s bidding! But first, I must repair the Space Bridge…”

Shockwave went back outside and saw as his Decepticon soldiers were just standing around. Shockwave went up to them and said, “Decepticons, I have received a message, from lord Megatron.”

Saying Megatron’s name caught their attention, Shockwave continued, “Megatron wants me to send several quantities of Energon to his ship on the world he arrived on. But I will need the Space Bridge to be operational yet again, and I will need a ship to carry the Energon in.”

A Decepticon soldier looked at Shockwave and said, “Sooo….you want us tooooo…..”

“Rebuild the Space Bridge, yes.” Shockwave finished.

The Decepticons looked at each other and turned away. “Alright Decepticons, you heard Shockwave, all of you get going on the Space Bridge!” One Decepticon yelled to the rest.

Shockwave sighed and turned towards another group of Decepticons.

“Prepare my ship for launch; fill it with a plentiful supply of Energon.” Shockwave ordered. They saluted, transformed, and headed for Shockwave’s ship.

Shockwave knew this would take a very long time to prepare his ship and fix the Space Bridge, so he took the time to go to his star room and investigate this new world. When Shockwave got to his base, he went straight the star room and typed in the coordinates that Megatron gave him.

The room lit up and sent a wave over the entire room, Shockwave observed as the coordinates showed a new world he had never seen before. Shockwave climbed up the staircase and stood by the hologram of this strange planet.

“Interesting….” Shockwave said as he observed this world closer.

There was a small moon circling around this new planet as Shockwave drew nearer. It realized that this world was very similar to the first one that he presumed to have life, and the same world that had the strange monsters that Shockwave used on Grimlock and his team to give them new alternate forms.

“Very interesting….”

Shockwave studied this world and it looked VERY much like the other one, this interested Shockwave….maybe there was life on this planet as well. And maybe this is where Megatron went.

This observational research went on for hours until Octane interrupted Shockwave’s studying.

“What is it, Octane; can’t you see that I am very busy?” Shockwave told him.

Octane nodded and said, “I know, Shockwave, but your ship is ready to launch.”

“And the Space Bridge…?” Shockwave asked taking his attention off of the new planet.

“The Space Bridge is not fully repaired, but it will do the job, you just have to hurry and get to it. Also, we used the coordinates that the Space Bridge had last time so you can go straight to the planet where Megatron is.” Octane finished.

“Very well, Octane; take me to my ship.” Shockwave ordered. Octane nodded and walked down the staircase with Shockwave following.

Shockwave turned off the star room and walked out with Octane, They both arrived to Shockwave’s small transport ship just underneath the Space Bridge Tower. A Decepticon soldier came up to Shockwave and saluted.

“Shockwave, your ship is ready along with the Space Bridge.”

Shockwave nodded and said, “Prepare the launch code; I will be going to where Prime and the Autobots escaped.”

“You mean that primitive world?” Octane inquired.

Shockwave nodded and said, “I have feeling…..that is may not be the same world.”

With that, Shockwave transformed and flew off towards his ship. Octane turned towards the Decepticon and said, “I guess I’m in command now that Shockwave is gone, now send in the coordinates to the Space Bridge!”

The Decepticon saluted and took off towards the control post. Shockwave arrived towards his ship and stepped inside. He found the Energon cells and nodded.

“Good….the Energon is here…let’s get out of here.” Shockwave said to himself and walked to the bridge. He sat down on the pilot seat and activated the control thrusters. He pressed the coms link and announced, “Decepticons, prepare the launch sequence!”

The Decepticon soldiers activated the Space Bridge. The tower lit up and shot a powerful beam into space, past Cybertron’s moons, and stopped on a supposed spot. The black vortex lit up and exploded, sending waves of energy out in space.

Shockwave saw the vortex from Cybertron itself, he pressed the coms link and announced, “Commence countdown!”

Octane looked at the soldiers and ordered, “Launch in 10…9…8…7…6...5…4…3…2…1...”

“NOW!!!!”

The ships thrusters erupted and shot itself off of Cybertron’s surface. Shockwave held onto the control panel as he broke free from Cybertron’s gravitational pull. Shockwave watched in awe as his ship closed into the portal…..closing it.
________________________________________

-Equestria-

The portal reopened again and Shockwave’s ship flew right through it.

As Shockwave approached the ground below, he realized that this world was definitely what he had expected: primitive.

He activated the forward thrusters and the ship came to a halt above the ground. Shockwave pressed a few more buttons and the ship lowered just above a few trees. He slowly searched above the tree lines in this dense forest until he finally found it.

“Yes, I have found The Nemesis.” Shockwave said and activated the back thrusters.

His ship was launched forward towards The Nemesis, as Shockwave approached it, he noticed all the wreckages the ship had, it must have been through a lot. Shockwave halted the ship right by The Nemesis and prepared to dock.

He went back into the Energon cells and grabbed three pieces of Energon cubes. “This will do for now.” Shockwave said and stepped to the latch.

He pressed a button on the door and it opened to allow Shockwave to make first contact with the alien ground.

He found it was….soft. Much like he deciphered on Cybertron. Shockwave quickly made his way to The Nemesis and unlocked the latch. He immediately realized that this ship was far from repaired. The Nemesis was destroyed!

Shockwave walked through the halls of this tattered command ship when he stumbled upon the bridge.

“Finally…” Shockwave told himself and walked up to a computer.

He began typing frantically to try and receive anything from this ship, he found out that it was at least operational, all defense systems were down unfortunately, and the Energon levels were almost depleted.

“Well we can’t have that now.” Shockwave said and put an Energon cube in the Energon power supply. He pressed the activation switch and The Nemesis roared to life. All the lights came back on and it was much better than it was just a few seconds ago from being a dark area.

Shockwave sighed with relief and was about to leave to collect the rest of the Energon…..

….only to be stopped by a deep groan.

Shockwave froze in his tracks and turned back to the computer. It kept the same screen as how he left it. What made that noise? Another groan was heard spread through The Nemesis. Shockwave took a defensive posture and said, “Who are you?!”

All of a sudden…..The Nemesis spoke.

“WHO DAREEES ENTER TRYPTICONNN?”

Shockwave was speechless. He shook his head to make sure he heard that correctly.

“T…T…Tr-Trypticon…..is that you?” Shockwave muttered loud enough to be heard.

“I AM TRYPTICONNN!”

When Shockwave knew for sure this was truly Trypticon, he suddenly realized he was a ship, “Trypticon, what happened to you, why are you in this state?”

“I HAVE BEEN DAMAGED AND SOUNDWAVE FOUND ME!”

“But why are you a ship?” Shockwave asked.

Trypticon thought for a moment until he remembered everything.
________________________________________

Trypticon was in deep stasis, that battle he had with Optimus was enough to kill him, how he was defeated so easily still tormented him. With Soundwave trying to repair him, Trypticon heard another voice enter his hearing processors.

“Soundwave, report!”

“Trypticon remains in deep stasis. Power core at 63% integrity. Catalytic overdrive generator is several damaged. Estimating repair time-“

“No, there will be no repairs.”

Trypticon heard what this familiar voice had said and couldn’t believe it. He wasn’t going to be repaired!

The voice continued, “Trypticon, if you can hear me, understand that this is not a rescue mission. Despite your great power, you failed to destroy the Autobots. You failed ME.”

“Henceforth, your chassis will be altered and redesigned to my specifications.”

Trypticon couldn’t believe it. That voice was Megatron! What was he going to do to him?

Soundwave’s familiar voice echoed in Trypticon’s hearing processors, “Megatron, in his damaged state, Trypticon’s alternate form will become permanent.”

“All the better. Soundwave, initiate the Nemesis protocol.”

Trypticon was stunned, he wanted to do something but couldn’t in this state he is in, all he could was suffer through it as he felt his entire body beginning to transform.
________________________________________

“MEGATROOOOOONNNN!!!!!!” Trypticon yelled so loud the entire ship rumbled.

“What did Megatron do to you?” Shockwave asked regaining his stance.

“MEGATRON DID THIS TO ME!!! HE TURNED ME INTO THIS SHIP AND NOW I CAN NEVER TRANSFORM!!!”

“Why would Megatron do this to you?” Shockwave asked a little surprised.

“MEGATRON BELIEVED I HAVE FAILED HIM!!!! BUT OPTIMUS WAS TOO STRONG, NO ONE CAN DEFEAT HIM!!!!!”

“Hmmmmm….” Shockwave rubbed the bottom of his face thinking of a solution to this predicament.

He didn’t have to think long.

“Trypticon, I’ll tell you what, I will heal you so you can transform yet again.”

“WHY DO YOU AID ME?”

Shockwave walked towards the computer and began typing, “I see it was unfair what Megatron did to you, you are indeed a powerful warrior and will help the Decepticon cause. So I will just have to take off the Nemesis protocol and you will be back to normal.”

Trypticon remained silent until Shockwave was getting frustrated.

“Ugh, Soundwave’s schematics are far too advanced for this. But it will not get in the way.”

“WHAT IS HAPPENEING?”

“You are being healed, Trypticon. I am almost finished…” Shockwave answered. After a few more minutes, Shockwave pressed one final button.

“There we go; the Nemesis protocol has been lifted.” Shockwave said in accomplishment.

“THANK YOU, SHOCKWAVE. YOU ARE PROVEN WORTHY TO TRYPTICON.”

Shockwave nodded and said, “Okay Trypticon, transform.”

A few struggling noises followed by some sparks going off was all that was heard.

“I CANNOT TRANSFORM!”

Shockwave checked the computer again, he had done everything right, and the protocol was lifted. Then Shockwave realized it.

“Oh, you are very low on Energon, I forgot. You cannot transform without being properly filled. But the Energon on my ship is not nearly enough for you to even transform once!” Shockwave explained.

“I WILL GO INTO STASIS TO REPAIR MYSELF. UNTIL THEN, I WILL BE NOTHING BUT A SHIP.”

“Are you sure, Trypticon, it may take a while for Megatron to get back, I am heading for his location right now.” Shockwave told him.

“I AM SURE OF IT. NOW GO!”

Shockwave nodded and walked out of the bridge. He entered his ship and began the thrusters.

As Shockwave activated all backward thrusters and was launched with a powerful thrust, he knew that wherever Megatron was……he was going to find him….no matter the cost.
________________________________________

Twilight awoke to a bright morning. She yawned and sat up; rubbing her eyes, she remembered what happened. She, her friends, and Spike got to stay in Canterlot for the night to recover from everything that happened.

She was in a normal room, all her friends got to stay in rooms of their own, except Spike, he slept in the same room Twilight was in, he just slept on the couch in the room.

"Spike, wake up." Twilight cooed and saw Spike squirm and yawn.

Spike scratched his back and stretched out his limbs. "Morning, Twilight." Spike said.

"Morning, Spike." Twilight smiled and got out of bed. She walked over to the bathroom and got some water. She walked back out and heard a knock at the door.

"Coming…" Twilight gracefully said.

She opened the door to see Rarity looking worried. "What's wrong Rarity?" Twilight asked.

"Uhhh, Celestia is outside talking with the Autobots, something happened last night, and Celestia is not very happy about it." Rarity said.

Twilight was taken aback by this and looked at Spike. "Spike, let's go." Twilight sternly said and walked out the door. Spike got up and saw Rarity.

"OH! Hehe, hey Rarity." Spike nervously said.

"Come on Spike, we don't have time to talk!" Rarity said and grabbed Spike's hand. Spike blushed.

"You're....holding my hand." Spike smiled nervously. Rarity rolled her eyes and practically dragged Spike outside to the royal grounds.

When Spike and Rarity got there, they saw Twilight, Fluttershy, Pinkie, Rainbow, and Applejack standing next to Shining Armor. The Autobots were looking around nervously as Celestia was speaking with Optimus. Rarity and Spike joined the group of ponies and looked up to the Autobots. Rarity sighed with relief when she saw Sideswipe fully healed and standing with the Autobots.

"Well, all the Autobots were here as accounted for, and none left the premises." Optimus told Celestia.

"What about your friend over there?" Celestia pointed at the tiny red Autobot that shared a resemblance to Bumblebee.

"Cliffjumper, come here." Optimus said. The red Autobot trudged over to Celestia and Prime. "Cliffjumper, what did you do last night?" Optimus asked. Cliffjumper looked at Celestia.

"I swear, I didn't steal anything, the Decepticons were here leaving Canterlot!" Cliffjumper explained.

"Never the less, the Elements of Harmony were found missing last night and there was a massive hole in the Element Chambers, I'm not blaming you or your team Optimus, but still, we may have a problem here." Celestia explained.

"The Elements are gone?!" Twilight screamed.

"Calm down Twilight, Celestia has told us the intense power they hold, and in the hands of the Decepticons it could be catastrophic." Optimus said.

"I told you the Decepticons stole the Elements!" Cliffjumper yelled while crossing his arms.

"What do we do?" Fluttershy asked.

"We will have to get the Elements back; Celestia said that without them in Equestria it could mean never ending chaos." Optimus said.

"Well where do we look first Prime?" Wheeljack asked, "We don't exactly know where the Decepticons are."

Optimus rubbed the back of his head and didn't say anything for a while. "Maybe we could…" Optimus began but was interrupted by Blaster.

Blaster's shoulder opened and a small radar dish came up. "My scanners located Decepticon activity heading this way!" Blaster shouted.

"Celestia, you need to get somewhere safe, we will hold off the Decepticons." Optimus said.

"No Optimus, we will negotiate with these Decepticons, and I will find out what happened to the Elements of Harmony." Celestia told him.

Optimus sighed and said, "At least get behind me." Celestia did and stood behind Optimus.

The Mane 6 and Spike began to get scared, Shining Armor assured them, "Don't worry, the Autobots and I will protect you."

Blaster walked closer to the street, "It sounds like the Decepticons are coming......right....about....no-" Blaster couldn't finish when he was shot in the shoulder by a missile. Blaster landed on his back and looked up.

A long, flying purple object flew past the Autobots. It made a U-turn and shot several missiles at the group. The missiles connected with several Autobots. One missile was headed for the Mane six, as they saw it draw nearer; Warpath got in front and used his own body as a shield to defend the cowering equines.

The flying Decepticon hovered above the Autobots and was about to fire laser blasts at the group, until Optimus used his gun to shoot down the Decepticon. The Decepticon landed on the ground and crashed into some debris. Optimus pulled out his Energon Ax and prepared to fight. The Decepticon transformed and knocked the debris off of him.

Revealing none other than Shockwave.

"Optimus!!!" Shockwave growled. Optimus Prime held his Ax in front of him and glared at the mad scientist. Twilight was terrified at this Decepticon; he had no face, but instead had a glowing purple eye that lit up when he said 'Optimus'. His left arm was a long, tube-like device that glowed purple at the end of it. His color was mainly dark purple and he had metal wings on his back.

Shockwave looked at the Autobots, and then at the ponies.

"What interesting specimens, I might have to get a closer look." Shockwave said and began to walk closer to the ponies. Grimlock stepped in front of the ponies and glared at his old enemy.

"Awww, hello Grimlock, long time no see, how is the new body treating you?" Shockwave asked.

Grimlock clenched his fists. It was Shockwave who turned him and his team into robotic dinosaurs. Now Grimlock is glad to be stronger with his T-Rex form, but Shockwave did horrible things to him and Grimlock hates him for it.

"What are you doing here you maniac?!" Ratchet yelled. Shockwave suddenly remembered.

"Lord Megatron called me here, said he needed a job done, I've just come to deliver this." Shockwave said and opened his right fist. Six little pieces of metal landed on the ground.

Shockwave looked back at Optimus and pointed his finger at him.

"Prime," Shockwave began, "one day......but not today."

Shockwave finished by transforming back and flying off. It was all quiet and Shining Armor was the first to speak. "What the hay was that thing?" Shining asked looking at where the Decepticon had dropped the metal pieces.

"That......is Shockwave." Optimus said, having his Ax transform back into a little staff. Optimus walked over to what Shockwave dropped and went to one knee to get a better look. Celestia walked next to him, Twilight and her friends followed.

Celestia gasped at what was on the ground, so did the Mane 6. It was the Elements of Harmony, completely void of color and emotion.

"What happened to the Elements?!" Applejack asked frantically.

"It can't be true." Optimus muttered. The ponies looked up at him with worried expressions.

"What is it, Prime?" Spike asked.

Optimus got a closer look and examined the Elements for a few seconds until he spoke up, "The Elements of Harmony have been infected with Dark Energon."

"Dark Energon…?" Rainbow thought out loud.

"I thought Energon is what kept you all alive?" Twilight looked at Optimus expectantly.

"Normal Energon perhaps, but Dark Energon is a deadly substance that kills on touch." When Optimus said that, the ponies and Celestia backed away from the Elements.

"Oh no, this Dark Energon is already depleted, it is not harmful now but the Elements are still infected with it." Optimus explained.

"Wait, so the Elements can't work anymore?" Twilight asked. Optimus looked over to the Autobots.

"Perceptor, we need a diagnosis." Optimus said. Perceptor came over and transformed into his microscope mode. He examined the Elements.

"It appears the Dark Energon has infected its magical qualities. So they cannot work for.....whatever it is you use them for." Perceptor explained and transformed back.

"But...we need the Elements to keep order right?" Pinkie asked.

"And to keep peace in Equestria." Rarity said.

Twilight looked at her mentor who had a slightly opened mouth, and a very worried expression.

"Princess, what happens if the Elements are not working?" Twilight asked. Celestia didn't even move and continued with her worried expression.

"Princess…?" Twilight nudged her a little.

Finally, Celestia looked at Perceptor and said, "Did you say the magical qualities have been infected and won't work anymore?"

"Y-yes, why?" Perceptor asked.

Celestia's breathing increased and her eyes got wide. She looked at Optimus and said, "The Elements are what kept order and peace to Equestria, without them, chaos and disharmony will reign."

"Celestia, what are you trying to say?" Rainbow Dash asked.

Twilight also was wondering when suddenly...

...it hit her like a slap to the face.

"Oh no..." Twilight muttered.

"What is it Twi?" Applejack asked.

Twilight looked at her with a fear-filled face. Applejack suddenly realized as well. "Uh oh." Applejack muttered and shook with fear.

Suddenly, the obvious struck each of the ponies. Optimus was still confused. "What is so bad, Princess?" Optimus asked.

Celestia looked at him and said, "We have to get to the statue garden at once!"

As Celestia said that, thunder was heard in the skies. Shining Armor looked up to see clouds covering the sun and lighting striking in the distance, "I thought it was supposed to be clear skies today, Princess?" Shining wondered.

"It was..." Celestia muttered in horror.

Rain started to fall; Celestia looked at Optimus and said, "We must get to the statue garden now! Follow me!" Celestia took off flying out of Canterlot. Optimus acted quickly.

"Autobots, transform and follow Celestia!" Optimus yelled and saw as many cars and jets drove or flew past him. The Dinobots transformed into their dino forms and took off with the Autobots. Optimus himself transformed and opened one of his doors.

"Get in ponies, even you Shining Armor." Optimus said. Pinkie was the first to jump in, followed by Fluttershy, Rarity, Applejack, Rainbow, Shining, Spike, and Twilight. There were front seats and back seats. Pinkie, Fluttershy, Applejack, and Rarity got in the back. And Rainbow, Shining, Spike, and Twilight got in the front.

Twilight looked out and saw the road in front of her. She suddenly heard Optimus say, "Hold on!"

Optimus's tires spun to life as he drove down the long road, following the Autobots. Pinkie stuck her head out the window and say, "This is so cool!"

Applejack pulled her in and said, "Sugercube, now is not the time!"

Optimus went faster and saw Celestia flying in front of him. Twilight looked back and saw they had already left Canterlot and were headed for the statue garden in Ponyville. They had all arrived, Celestia landed on the ground and walked inside the garden. All the Autobots transformed back and watched as the ponies entered the garden too.

Optimus walked in front of them and said, "Jazz, Bumblebee, Ironhide, Warpath, and Sideswipe, accompany me, something isn't right here."

"You got it, OP." Jazz said and walked inside the garden with Optimus, the rest followed.

Silverbolt looked to the skies and saw as lighting happened every few seconds followed by thunder. The rain was hitting the ground harder, "Something bad is gonna happen. I bet my wing thrusters on it." Silverbolt said.

"Ratchet, what is going to happen?" Air Raid asked.

Ratchet analyzed the skies and said, "It appears that this is no ordinary storm, these clouds and this lighting are coming together to this exact spot, in the statue garden!"

"This is gonna be crazy." Cliffjumper muttered.
________________________________________

Inside the statue garden, Celestia and the ponies were looking frantically for the right statue.

"Come on, it has to be here somewhere!" Celestia said to herself.

"What are we looking for anyway?!" Shining asked.

"We're looking for-" Twilight began but stopped to see Celestia staring straight ahead.

The ponies and Spike looked past her and saw the statue they were looking for. It was shaking and had cracks forming in it. "Oh no... Not again." Celestia said. Optimus, Jazz, Bumblebee, Ironhide, Warpath, and Sideswipe came around the corner and saw the ponies.

"Celestia, we're here to-" Optimus began but was interrupted by a loud cracking noise and a bright flash.

The ponies and the Princess covered their eyes, what they heard next, froze them to the spot.

A loud maniacal laughter.

Twilight looked up to see their old enemy speak.

"I'M BACK!!!!"

The Return of Chaos

Twilight almost believed that it wasn't true.

She wanted to believe that it wasn't true, but reality kept going into her mind, telling her that Discord is back. Discord laughed into the heavens above, he stopped laughing and cracked his back.

"Oh, it feels so good to be out of that stone prison yet again!" Discord said out loud and turned his attention to Princess Celestia while stretching his limbs.

"Celestia, how good to see you yet again!" Discord said and teleported next to her.

"But I must say, you have grown quite old the last time I've seen you, I can see the bags under your eyes! What's it been like....3 months?" Discord jokingly said and chuckled at his own joke.

Celestia snorted and glared at her enemy. Discord turned back and looked at Twilight and her friends. His smile grew wider and wider, "Twilight, my old friend!" Discord said and teleported by all of them. He walked by each one and gave them a handshake.

"How have you all been? Oh this is just like good old times!" Discord said as he shook Applejack's hoof. Applejack pulled her hoof back in disgust and glared at Discord.

"What good ol' times you sneaky varmint?!" Applejack questioned him. Discord put a hand to his chest and pretended to look hurt.

"Surely the good times we had together as old friends." Discord smirked.

"We are not friends!" Twilight yelled as her horn glowed.

"Oh Twilight, so lost in this Magic of Friendship, it's so disgusting really!" Discord chuckled and turned around to hear deep voices behind him.

Discord had a raised eyebrow and crossed arms at what he saw; giant metallic-like creatures with many colors on their skin. They all eyed Discord with curiosity. The biggest one stepped up and looked down at him.

"Hello there," Optimus began, "my name is Optimus Prime, who are you and what are you exactly?" Optimus asked. Discord smiled deviously.

"Well, at least someone here as good manners," Discord stated, "I'm Discord, the spirit of chaos and disharmony."

"Chaos…?" Warpath thought out loud, "That sounds bad."

"Well of course it sounds bad, it is bad you dolt!" Ironhide smacked Warpath's shoulder.

"Anyway, I would just adore staying and chatting with you all, but I've got some chaos to spread around Equestria." Discord said as he was about to snap his fingers to disappear.

"Wait!" Optimus yelled, Discord stopped and looked at him, "Why would you want to do that, to spread chaos in this peaceful world?" Optimus asked.

Discord laughed to himself, "HAHAHA, you really didn't hear me clear did you? I'm the SPIRIT OF CHAOS AND DISHARMONY!" Discord slowly said.

"You still cannot spread chaos through this peaceful world, we won't let you." Optimus said and brought his fists up. His Autobots did the same.

"No Optimus, he's stronger than he looks!" Rarity screamed.

"This little punk looks like he can barely fight a piece of scrap! We can take him!" Ironhide yelled.

With that, Discord chuckle and soon blurted out laughing. He snapped his fingers, and suddenly a giant fist that looked just like Discord's lion paw was hovering above the Autobots. Discord brought his hand down and the giant lion paw landed right on the Autobots.

"NOOOOO!!! YOU MONSTER!!!" Twilight screamed and looked in horror as the lion paw lifted itself off the ground and disappeared. The Autobots groaned in pain as they laid on the ground barely moving.

"Well, that was fun. Now if any of you don't mind, I would like to spread my lovely chaos now." Discord said as he was about to snap his fingers.

"NO DISCORD!!!" Celestia roared. Discord turned around to see Celestia with her mane almost burning red with rage. Discord crossed his arms and yawned in his hand, this made Celestia furious.

"You think you're so cocky Discord, but we will never let you escape this time, especially after you hurt our Autobot friends!" Celestia said.

Discord smirked and said, "Oh, and how do you plan to do that without your precious Elements?" Discord placed his hands on his cheeks when he saw Celestia's expression.

Celestia backed up a little, completely shocked, "H-how did you-"

"Know about the Elements being infected?" Discord finished her thought, "Well, when they were, I felt myself becoming stronger knowing that the Elements of Harmony were destroyed, and now that I'm free, there is nothing that any of you can do to stop me." Discord chuckled to himself.

Celestia placed her hoof down hard, the ground cracked where she was. The rain was hitting the ground harder, and the wind was blowing furiously. Twilight tried to push her mane out of her eyes to see her mentor about to attack Discord.

"Even though the Elements are gone," Celestia glared at Discord as her horn glowed, "I'm still here to stop you and defend my kingdom!"

With that, Celestia shot an energy blast at Discord; Discord snapped his fingers and teleported just before the blast hit him. Celestia looked above her to see Discord floating in midair. Discord snapped his fingers again just as Celestia was about to shoot him with another blast.

Celestia was trapped in a giant bubble, as she shot more blasts to try and break the bubble, Discord lifted up his hand and the bubble rose to the lightning above. Celestia was horrified to see the bubble being electrocuted and her as well.

After a few seconds of horrified screams of pain from Celestia, Discord lowered the bubble and let Celestia fall to the ground. She laid unconscious as the rain pelted her mane, Discord laughed maniacally and turned his attention to sniffling behind him.

Twilight had tears flowing down her face, well Discord couldn't tell as the rain was making it difficult. All the other ponies had horrified expressions, even Spike. Rainbow Dash stepped up and glared at Discord.

"This time," Rainbow choked back tears, "I'm gonna beat the living buck out of you."

"Ooooooo, so scary." Discord said sarcastically. Rainbow snorted and spread her wings, ready to charge. She flew at him with unreal speed! Discord snapped his fingers and a shield of grass appeared in front of him. Rainbow crashed into it and with another snap of his fingers, the grass rolled up and Rainbow was trapped inside.

Discord waved his hand in the air and the grass shield flew Rainbow towards her friends. They all fell back as the grass shield fell on top of them. Rainbow broke out and shook her head to regain her focus.

Shining Armor had enough and shot energy blasts at Discord who simply blocked them and snapped his fingers that caused the wet grass around Shining Armor to turn into ice. Shining Armor slipped and fell on his back.

Discord's hand lit up and a lightning bolt struck down in front of the ponies. They covered their eyes and saw as path between them and Discord was covered in flames. Discord was standing there, laughing to the heavens above.

"Oh, it feels good to be back!" Discord yelled.

Discord stopped laughing as he heard a cocking sound and looked to see Optimus pointing something at him. It was a long, silver stick that glowed blue at the end. Optimus stood behind the ponies, not saying a word, but threatening to shoot Discord.

Discord's smile faded as Optimus glared at him, still pointing the stick and not saying a word.

Soon after a few seconds, Optimus spoke, "This is your last warning, give up or else."

The ponies felt frightened, this wasn't Optimus' calm and nice state this was something completely different. Optimus Prime was now a stone cold warrior, not afraid of anything. As his glare intensified, Fluttershy squeaked in fear. Optimus looked down at them to see how scared they appeared, out of guilt, he lowered his gun and looked calmly towards them.

Discord rubbed his chin as he saw Optimus looking at the ponies with such calmness, when he was threatening him just a few seconds ago. Discord's smile grew wider and wider.

"Awww," Discord said, "so that's your weakness."

Discord's hand glowed and Twilight flew from the group and into Discord's hand. Twilight screamed as Discord held her above the raging fires below.

"Twilight!!!!!" The ponies and Spike screamed. Optimus put his gun up again, this time he was mad.

"PUT HER DOWN!!!" Optimus yelled as his gun started glowing at the end. Twilight struggled against Discord's grasp on her.

"I see you have a soft side on these ponies," Discord said as the grip on Twilight increased, "for a powerful warrior like yourself, I expected you to just attack me with that weapon of yours, but no, you're just another fool who believes in the Magic of Friendship. GAH, disgusting!"

"Optimus, help me!" Twilight screamed as Discord began to loosen his grip on her, threatening to drop her in the fires.

"Why do you do it? What do you get out of helping these ponies? I see absolutely nothing!" Discord yelled and held Twilight with one hand, Twilight was trying her best not to move, and she didn't want to fall.

"I do it because they are a proud and peaceful race, and I must protect them from the likes of you. Now I ask you again, put her down." Optimus calmly said.

Discord smirked, "As you wish." With that, Discord dropped Twilight. Fluttershy, Rarity, Applejack, Pinkie, and Rainbow gasped as Twilight was falling to her death. Twilight screamed as she fell to the deadly fires below. Optimus reacted quickly and caught Twilight before she landed in the fires. Optimus placed Twilight near her friends and turned back to Discord to shoot him.

But he was gone.

Optimus looked around and saw nothing; he sighed and looked down at the ponies. Twilight looked up to him and sniffed, "Th-thank you, Optimus."

Optimus nodded and looked over at the still unconscious Celestia. He went down and nudged her a little with his finger, she still didn't wake up. Twilight had been crying at this point, her mentor was badly injured. Discord never tried to kill them before, so why now?

Twilight walked over and nudged Celestia with her muzzle. The rest of the ponies weren't holding up to good either. Fluttershy was already crying, Rarity's mascara was streaming down her face, from both the rain and her tears, Pinkie had a river of tears flowing from her eyes like long streams, Applejack wiped her nose and tried her best not to cry, Rainbow flicked her mane out of her face and turned the other way.

Ironhide, Bumblebee, Warpath, Jazz, and Sideswipe got up and rubbed their heads. They gasped as they saw Celestia injured and not moving. Sideswipe got in close and placed on finger on Celestia.

"She's still alive," Sideswipe said, "but we need her to get medical attention at once."

"But Discord is still out there." Fluttershy quietly said between tears.

"I'm sorry Fluttershy, I truly am, but we need to get Celestia out of here. I promise you, we will get Discord." Optimus said and picked up Celestia. "Autobots, let’s roll." Optimus said and trudged past them, the Autobots slowly walked behind him.

The ponies looked at each other and just followed the Autobots out of the statue garden. When they got out, they saw Optimus talking with Ratchet and Wheeljack. Ratchet was holding Celestia, Wheeljack was rubbing his chin as Optimus told him what happened.

"Optimus..." Twilight spoke up. Optimus looked down at her and so did Wheeljack.

"What do we do now?" Twilight finished. Optimus sighed and let his hand down. All the ponies and Spike climbed on and Prime brought them up. He looked at them and said, "We will figure it out, but now let’s get back to Canterlot."

With that, Optimus put his other hand above the ponies and Spike, not allowing the rain to get them wet anymore. Optimus trudged through the grassy meadows, all the Autobots followed him. Each one was beginning to question Optimus in their own thoughts, how could Prime let the creature that hurt Celestia get away?

Twilight began to whimper and Shining Armor put his foreleg around her shoulder. Twilight looked at her brother with sad eyes, beginning to form tears.

"It's alright Twily, we'll figure this out." Shining said as Twilight placed her head on his chest and cried silently. Optimus heard the sound of crying in his hands, he sighed and continued to move on. This was a good time for Optimus to think to himself.

'What happened? This strange creature was so powerful that it crushed me and my strongest Autobots. Whatever it was, it's on the loose and we must capture it. But Discord said that only the Elements could defeat him, how can we take him down without the Elements of Harmony? Whatever the answer is, I hope we find out fast, because now we have two enemies to think about; Discord....... and Megatron.'

Death of The Elements

Twilight fluttered her eyes open and yawned.

Yesterday was really crazy with Discord returning and all, but Optimus swore that he would protect Equestria from his wrath, so she really had nothing to worry about. But still, could even Optimus Prime conquer Discord?

When Twilight was about to get up, she couldn’t. She realized she was strapped down by some metal clamp around her chest. She tried to move her head but it as well was held down by a metal clamp. Moving her hooves was also a failed attempt as all four of her hooves were clamped down.

What was going on?!

Twilight squinted in an attempt to see where she was, but all she could see was darkness around her. Now Twilight began to panic.

“Hello?!” Twilight screamed, “Is anypony out there? I could use some help!”

That’s when Twilight heard the groaning.

“Who’s there?!” Twilight panicked.

“Oh my aching head…..Twilight, is that you?” An elegant voice spoke.

“Rarity, oh thank Celestia it’s you! Where are we?” Twilight asked.

“I can’t see anything, Twilight! I’m blind!” Rarity screamed.

“No, Rarity, it’s just too dark to see anything.” Twilight said a little irritated.

A slight whimper caught both of the unicorn’s attention.

“Ohhh, I don’t feel very good.”

“Fluttershy? Darling, is that really you?” Rarity asked.

“Yeah, but uhhh my head is killing me.” Fluttershy said.

“Fluttershy, do you remember anything? How did we get here?” Twilight asked.

“I would like to answer that.”

The three mares froze in place and turned their heads forward, they didn’t see anything in the darkness….all except that glowing purple orb. The orb began moving closer to three of them. Twilight was in full panic not knowing what that thing was.

Two claps were heard and a large light appeared above the mares. Twilight closed her eyes not used to that bright of light hitting her face. She slowly opened her eyes and gasped at what she saw.

The same one-eyed Decepticon was standing above them. What was going on?!

“How you got here is very simple really…” The Decepticon said.

“Yo-you’re that same Decepticon from yesterday! What was your name, ummm…Shockster?” Twilight looked at that purple eye in confusion not remembering his name.

“Shockwave actually…” Shockwave corrected her and walked to a table with what appeared to be several supplies on it. Rarity gulped when she saw what Shockwave was grabbing and analyzing. Twilight couldn’t see for she was too far away.

Twilight had enough of this silence and shouted, “Where are we?!”

Shockwave brought his head back up and said, “Ah, yes, how could I be so rude? Well then, I welcome you to The Nemesis, Megatron’s ship.”

“We’re on a ship?” Fluttershy asked eyeing her surroundings.

“Megatron’s ship?!” Twilight screamed.

Shockwave nodded and said, “Yes, those statements are both true."

Rarity scowled and shouted, “What do you want with us you brute?!”

Shockwave turned to her and spoke in a very threatening voice, “Do not speak to me like that, patient!”

“Patient, what are you talking about?” Twilight asked.

Shockwave turned his attention to Twilight and began walking towards her, Twilight gulped in fear as his glowing eye met her face.

“Why, you are all my patients. For experimenting of course, I just hope you all turn out better than the last three…” Shockwave announced.

Twilight shuddered when he said that. Fluttershy gasped and asked, “Wh-what last three?”

Shockwave raised a finger and said, “Ah, of course, let me show you.” Shockwave walked over to the wall and pulled back a curtain. He clapped his hands and the light appeared above it showing the three mares.

Fluttershy regretted asking that, for what she saw caused her to scream in pure terror and cry immediately. Twilight screamed even louder along with Rarity as they closed their eyes to erase the scene out of their heads.

Twilight slowly opened her eyes and really wanted her mind to play tricks on her, but it didn’t.

Hanging on the wall, was Pinkie Pie, Rainbow Dash, and Applejack, with blood dripping down their stomachs and each of them with their heads hung low. Rainbow Dash’s wings were missing and blood dripped from the little stubs that were once her wings. The top of Applejack’s head was dripping blood at a fast pace, Twilight didn’t even want to know what happened to her.

Fluttershy continued to cry as Rarity threw up all over her coat. Their once living friends were hanging from their hooves as Shockwave chuckled to himself.

“That rainbow haired one was a real fighter, she just wouldn’t give up. That orange one right there was a real loud mouth. And that pink one just wouldn’t shut up, but she calmed down after a few minutes of our little……surgery, and then all was quiet.” Shockwave explained.

“Y-you k-k-killed them!!!!” Twilight cried.

Shockwave turned to her, “Yes, obviously, but they were failed experiments which made the surgery much more painful than it should have been, hopefully I won’t make the same mistakes with you three.”

Rarity forced to keep in her remaining breakfast and spoke calmly, tears still streaming down her face, “How…d-did we get here?”

Shockwave faced the white unicorn and said, “Very well, I will tell you. You see when Optimus Prime was carrying all of you in his hands; it was easy for the Decepticons to plan a little ambush. So before he could take all of you back to that place called Canterlot, we attacked and annihilated all the Autobots! We captured you after you all passed out, and I brought you to this ship.”

Twilight was still in shock from her closest friends’ death but she came back and shouted, “You’re lying! You can’t kill Optimus!”

“Am I lying?”

Shockwave clapped his hands again and a giant door lifted itself off the ground. It revealed shelves of what appeared to be several circular objects. Shockwave pressed a button on the wall and a light shone above the shelf.

Twilight, Fluttershy, and Rarity gasped at what they saw.

Several heads of dead Autobots.

Fluttershy cried even harder than before and Rarity wasn’t holding up any better. Twilight held in her tears because she knew that Shockwave would just enjoy her suffering. Twilight looked on the shelves and remembered all the Autobots from their heads.

There was Silverbolt, Ironhide, Jetfire, Ratchet, Jazz, and Grimlock!

Twilight shuddered but forced to move forward down the line.

Cliffjumper, Sideswipe, Warpath, Wheeljack, Perceptor, Bumblebee! Twilight began to cry when she saw Bumblebee’s head but forced to keep going.

But the last head was the worst.

Optimus Prime.

Twilight couldn’t hold it anymore and screamed along with several tears falling onto her chest. Rarity’s screams echoed through the ships and it didn’t make anything any better. Twilight opened her eyes and saw Shockwave holding Optimus’ head.

He began to imitate him.

“Oh Megatron, please do not hurt the ponies, they are too weak to fend for themselves against your wrath. Take my life instead!”

Twilight cried even harder than before when Shockwave dropped Optimus’ head on the ground and began moving toward them.

“You monster! YOU MONSTER!!!!” Rarity screamed.

Shockwave shrugged and said, “I prefer the term ‘examiner’ than ‘monster’.”

Twilight had enough and attempted to attack Shockwave with one of her spells. Only when she lit up her horn……nothing happened. Shockwave turned back to Twilight and chuckled.

“I see the magical cuffs I’ve placed on yours and hers horn are working just as planned.” Shockwave told her and raised his finger, “Which reminds me…”

Shockwave stepped over to his little table and picked up some kind of knife that curved at the end. The three mares shivered when he slid his finger down the sharp blade.

“You ponies are a very interesting species. I can tell from your little rainbow friend that she was very athletic from her sleek body, and how her tiny wings were able to allow her to create very acrobatic stunts.” Shockwave explained not even looking back.

“Don’t you talk about Rainbow Dash!” Twilight cried, “Princess Celestia and Luna will stop you!”

Shockwave turned back to her and simply stared, Twilight felt uneasy with that emotionless glare she was receiving.

Shockwave turned fully around gripping the blade and said, “Which brings us to our next topic, your world….”

Fluttershy stopped crying and looked at Shockwave, “What did you do to Equestria?!”

Shockwave turned towards her and began, “Since all the Autobots were killed, Megatron realized that your world would have been a perfect Energon farm. And so, the rulers of the world were killed for their rebellious ways to the Decepticon cause.”

Twilight’s lower lip quivered at just the thought of her mentor being killed by these aliens, and it was true!

Shockwave continued, “The one called Discord became the Decepticons ally and he is now the ruler of Equestria…..or should I say…..The Chaos Capitol.” Shockwave sighed happily and said, “The Decepticons use the remaining ponies as slaves. It is a true pity…..but Megatron did allow me to continue my research on you….ponies.”

Just hearing this broke the three mares into tears again. Shockwave pointed at them and said, “Like that, I want to learn how you do that, leak liquid from your eyes. But in order to do that, I would have to remove your eyelids.”

“WHAT?!” Rarity screamed.

Shockwave put his hand up and said, “Do not worry, you are not planned for that, I have other plans for you, my dear.” Rarity screamed as loud as she could in an attempt to see if anyone was out there to save them.

“HELLLP!!! HEELLLLP!!! SOMEPONY, ANYPONY, PLEASE HELP US!!!!!!” Rarity screamed.

A deep groan was the only response.

“WHO DARES AWAKEN TRYPTICON?!”

Fluttershy shivered and asked, “Wh-who’s that?”

Shockwave shook his head and said, “You have woke up Trypticon, he cannot be awakened when he is trying to repair himself….you all must be quiet….which I doubt will happen for what is to come.”

Twilight couldn’t bear this anymore and moved her body all around to try and get out; these clamps were stuck on tight! Shockwave walked towards her and said, “Don’t move, you don’t want to ruin the restraints I worked so hard to fix up for each of you.”

Twilight realized there was no use and closed her eyes, Shockwave chuckled and said, “There we go, just relax it will be over soon.”

Shockwave got back up and slowly walked towards the white unicorn. He brought out the curved blade and stood right by her. He brought up the blade and said, “I think we wasted enough time, it is time to begin the experiments.”

Rarity whimpered when he slowly brought his head close to hers. When his eye was so close to her face, Rarity scowled and spit in his eye. Shockwave simply chuckled and wiped his eye with his finger.

Shockwave glared at her and said, “This one is a little unstable, I’ll be sure to remember that.”

Rarity watched in horror as he slowly lifted up his hand with the curved blade and brought it to her tiny chest. Twilight couldn’t see anything from her head being clamped down to the table but she could hear how uncomfortable Rarity sounded. Along with the cries from Fluttershy, Twilight heard Rarity’s scream echo through the walls of the ship.

“PLEASE DON’T, PLEEEEASE!!!!” Rarity screamed.

Shockwave ignored her and dug the blade into her stomach, Rarity’s scream increased as he slowly brought the blade down and rip out a plentiful of skin. Rarity was gagging at this point, probably from blood in her throat, but Twilight couldn’t get the painful screams out of her head.

Rarity cried as she realized that Shockwave was now holding a chunk of her skin on his finger. He looked at it with interest.
“What a beautiful coat, I’ll be sure to examine this very close to learn more about you ponies.”

Rarity didn’t say anything for she was in too much pain, she simply groaned and cried. The sound was unbearable and Twilight was not holding up good. Fluttershy had passed out already so only Twilight could witness the sounds of pain her closest friend was endearing.

Shockwave put the bloody blade back on the table and picked up a new device. He walked over to Rarity and said, “Now you might feel a slight pinch.”

With that, he stuck the device in her open wound with a deep cutting sound. Rarity wailed in agony and coughed up enough blood to fill a large bowl. Shockwave pressed a button on the device and it made a suction sound.

Twilight didn’t even want to know what happened next, for the suction sound stopped followed by Rarity’s whimpers. Shockwave pulled out the now filled device and analyzed the contents.

“The insides of this pony are quite different than the others…..interesting.”

Twilight shook in fear when she realized what Shockwave had just done.

Shockwave turned back to Rarity who was slowly losing consciousness. He got in very close and Rarity got wide eyed when she was staring face to face with this maniac.

Shockwave whispered into her ear, “It appears that I am finished.”

With that, Shockwave stood back to full height and brought his sharp finger down on Rarity’s wound. With her last breath, Rarity screamed in agony and slowly closed her eyes. Shockwave chuckled and brought his bloody finger out.

Twilight’s face was in pure horror when the realization struck her. Rarity…..was gone.

Twilight’s breathing increased as Shockwave cleaned his instruments and slowly moved towards Fluttershy who was still passed out.

“Fluttershy……Fluttershy wake up….” Shockwave said and gripped her face.

“LEAVE HER ALONE!!!” Twilight screamed.

Shockwave turned back to Twilight and made his way towards her. Twilight’s heart sped up as that glowing purple eye reached her face.

“You will have to wait your turn!” Shockwave finished and sliced Twilight’s cheek with his sharp finger. Twilight’s cheek bled instantly as Shockwave went back to Fluttershy.

Fluttershy opened her eyes but immediately regretted it when she saw Shockwave’s eye watching her. Fluttershy looked over and saw the remains of one of her closest friends. This only made Fluttershy scream.

Shockwave clutched his head and closed her mouth with one of his hands.

“Your screech can puncture even the strongest Decepticons hearing processors’….it is very intriguing.” Shockwave told her and let go.

Twilight whispered, “Fluttershy!”

Fluttershy looked over at Twilight in utter horror when she saw her cheek.

“Oh Twilight, your cheek!” Fluttershy told her.

“I’m fine, Fluttershy, but you have to get out of here, figure out a way.” Twilight whispered sharply.

“I can’t, Rarity is dead, and I can’t leave you too.” Fluttershy hung her head in defeat.

“Listen Fluttershy, you have to, if anypony is making it out of this it’s you!” Twilight finished and watched as Shockwave came back to Fluttershy.

“Now my sweet little Fluttershy, it appears that I will have to do this extra quick since Twilight’s operation will take a long time.” Shockwave explained and pulled out his saw.

It spun violently as Shockwave brought it close to her stomach. Twilight couldn’t bear to watch again and closed her eyes.

But the sound of screams didn’t come.

“YOU WILL NOT HURT ME!!!”

Twilight opened her eyes and saw Shockwave backing away from Fluttershy with his hands raised. Fluttershy had her wings spread and her eyes wide as she used “The Stare” on Shockwave.

Shockwave tilted his head as Fluttershy continued her stare on him. He began to move closer to her still clutching the saw.
“STAND BACK!!!” Fluttershy screamed.

Shockwave stopped for a brief moment and looked at his hands.

“Intriguing….” Shockwave said, “I seem to have no control over my body when you stare at me like that….very interesting…” Shockwave began to move closer to Fluttershy’s face as her stare intensified.

“WHY WON’T YOU STAY BACK?!” Fluttershy screamed. Her stare faded as Shockwave’s eye glared at her, she went back to her normal frightened self.

“Humph, I guess the frightening stare has no effect on one with no emotions.” Shockwave said as he stared into Fluttershy’s eyes with interest.

“I must have those eyes.”

‘WHAT?!” Fluttershy screamed.

“Those eyes are very intriguing, for having me to back away like that, it must hold special qualities.” Shockwave said and grabbed her face.

“Forget the operation; I will have to make an exception here.” Shockwave finished and slowly brought the saw close to Fluttershy’s eyes.

Fluttershy screamed as loud as her little heart could take it as the saw was dug into her eyebrow. Twilight closed her eyes and suffered through the pained screams that filled the room. This was the most horrid thing Twilight ever had to endure; one of her friends was being brutally tortured by this insane Decepticon.

And no one could save them.

As Fluttershy continued to scream, deep groans filled the room as Trypticon was awakening. Trypticon suddenly screeched so loud it made the entire ship shake. That sound was the most disturbing thing Twilight ever heard and Trypticon continued to do it along with Fluttershy’s screams.

It was the most horrid sounds ever played in Twilight’s brain and overflowed it with terrible thoughts. This went on for several seconds until……the screaming stopped along with the saw.

Twilight opened her eyes and looked around. She saw what remained of Fluttershy and immediately turned the other way….

….only to be greeted by that horrible purple eye.

“It seems some blood got on you.” Shockwave told her.

Twilight looked over and saw her hoof completely red with streaks of blood. Her entire body had been covered in Fluttershy’s blood!

Twilight couldn’t help it anymore and cried as she never cried before. A pure, broken-heart, cry filled the room as Twilight wailed in despair. She was silenced by a slap to the face.

“You pitiful creatures can’t accept death! I’m actually glad I’m doing this!” Shockwave yelled and brought out a long, jagged knife.

Twilight’s breathing increased and her heart felt as if it was in her throat as Shockwave slowly brought it to her tiny chest. Shockwave put a little tap on the blade and Twilight winced in pain as the blade struck some skin. She looked up to see Shockwave looking directly at her.

He leaned in and whispered into her ear.

“Nightmares feel so real don’t they?”

With that, Shockwave struck the knife deep into Twilight’s chest. Twilight screamed in pain and just wished that her death would be the less agonizing. That is, until the unthinkable happened….

Twilight Sparkle woke up screaming.

Author's Note

Time for that Dark Tag to really take affect. PLEASE don't hate me for this!

Through The Matrix

“AHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!!!!!!!”

“Twilight, are you okay?!”

“Twi, what’s goin’ on?!”

“Darling, stop, your screaming is hurting me!”

“Twilight, calm down!”

“OH, are we having a screaming contest? My turn! AHHHHHHHHHHH!!!!”

Twilight caught her breath until a bright light hit her face followed by the pelting rain. Twilight looked and saw Optimus’ familiar face looking at her with what appeared to be a worried expression.

“What’s going on here?” Optimus asked the ponies in his hands.

Twilight got back up and shouted with relief, “OPTIMUS, you’re alive!”

Optimus Prime nodded and assured her, “Yes I am alive, what happened to make you think I wasn’t?”

After Optimus had asked her that, the horrible memories came rushing back from her nightmare. Rarity’s death, Fluttershy’s death, and that freighting chuckle from…..SHOCKWAVE!

Twilight landed on her stomach and cried on Optimus’ hand. Her friends were beginning to get worried as she wailed in despair. Twilight felt a hoof lift her up and bring her into an embrace; she remembered that her brother was still with them.

“It’s okay Twily, it’s okay, shhhhh shhhhhh, calm down.” Shining Armor whispered into her ear and gently stroked her mane.

“Horrible…….horrible nightmares…” Twilight whispered.

“You had a nightmare?” Shining asked.

Twilight gave a weak nod and cried on his chest. Shining brought her head back up and looked at in her eyes which calmed her down.

“You can tell us about it, Twily.” Shining assured her.

Twilight looked back and saw her closest friends giving her a sorrowful look. Oh thank Celestia it was only a dream, all her friends were still alive! Twilight looked and finally realized they had stopped moving, Optimus was looking down at them along with Wheeljack, Perceptor, and Ratchet surrounding Optimus’ hand. Ratchet was still holding the unconscious Celestia. Twilight sighed in relief knowing her mentor was still alive.

“What happened exactly?” Wheeljack asked Twilight.

Twilight sighed and sat down. She then explained her entire dream from beginning to end and it didn’t get any prettier when she was explaining the surgery. Rarity gasped when she explained her death in it. Fluttershy whimpered when her part came, and Optimus tilted his head when she explained all the Autobots’ heads and the screams of Trypticon.

Twilight finished and immediately looked at her friends to see what they thought. Their expressions were pure shock. Spike seemed to have the worst expression as he just listened to how Twilight died in her dream. Rainbow Dash on the other hoof seemed a little mad.

“Hey what gives, how come I was barely in it?” Rainbow asked and crossed her hooves.

“Rainbow, ah think it was better when we were barely in it, ah would never have enjoyed listenin’ on how Ah died.” Applejack shuddered when the rain her back.

Twilight looked back at Optimus who seemed very confused. She looked at Wheeljack and Perceptor who were rubbing their chins. Optimus leaned his head in close and asked, “How did you know about Trypticon?”

Twilight shuddered when the cold wind hit her velvet skin, but she answered him, "I….I don’t know really….it’s just that Shockwave mentioned him in my dream and-"

“I expect you to know about Shockwave since you saw him earlier today, but we never told you about Trypticon….” Optimus looked at Wheeljack and nodded.

Wheeljack leaned in and said, “Twilight, obviously these so called dreams of yours are being influenced by these Decepticons.”

Perceptor stepped in and finished Wheeljack’s thought, “So we must get rid of these horrid Decepticons before they cause any more damage in any of your lives.”

“So it’s settled,” Optimus said, “we must figure out how to stop these Decepticons and take them off this world as quickly as possible.”

Ratchet looked at Prime and said, “Optimus, Celestia here needs medical attention at once, we can’t stop anymore.”

Wheeljack turned around and pointed, “Hey look, a village.”

“I remember that place.”

The ponies looked up to see Grimlock listening the entire time; obviously he wasn’t any happier since Twilight explained his death in her dream. Grimlock pointed to the town and said, “I went to that place when I was searching for the other Autobots, but all I met were the ponies.”

“That’s Ponyville!” Pinkie shouted with glee.

Ironhide groaned and said, “Oh wow, Ponyville. Sounds like a great place to go to.”

“It is, you wanna go?!” Pinkie asked him.

Ironhide smacked his face with his own hand in annoyance. Twilight looked up at Optimus and said, “We have a Ponyville Hospital, Celestia can stay there.”

Optimus nodded and said, “Very well, Autobots, let’s roll.”

Optimus finished by placing his hand over the ponies to not let the rain hit them as they Autobots continued to walk towards the little town. All the while, Twilight was still shivering from her dreadful nightmare.
________________________________________

"You have done so well Shockwave, you never disappoint me." Megatron was congratulating Shockwave from a job well done.

The Decepticons were fixing up their weapons and themselves for Megatron's newest battle plan to unfold. All the while, Soundwave was outside of the cave Megatron had used as a temporary base, he was observing the strange activity that this world of Equestria was facing.

Rocks floating in midair, trees made out of a sweet substance, the rain was no longer water but a delicacy to the ponies known as chocolate milk. Soundwave scanned these strange activities and found out that his optics couldn't decipher what this strange anomaly was.

Soundwave looked up to see his Minicon; Laserbeak return. Soundwave opened his chest and allowed Laserbeak to return. "Laserbeak, what do you have to report?" Soundwave asked and pressed another button on his shoulder.

His optics showed what Laserbeak recorded, a strange flying creature with oddly shaped horns, his body was made of other animal body parts, his hand was glowing which somehow caused the trees around him to turn into giant flying fish.

Soundwave couldn't decipher what this creature was or what it was doing, but he knew that it was causing a lot of chaos; the proof was all around him. Soundwave knew what happened.

Soundwave turned back and walked into the cave, Megatron was still congratulating Shockwave. Soundwave went behind Megatron and said, "Megatron, I need to speak with you, we may have a problem."

"Make it quick Soundwave." Megatron said as he walked away a few feet from Shockwave to talk privately with Soundwave. Starscream walked up to Shockwave and crossed his arms.

"I still don't get how Megatron would want you to come all the way over to this planet just to carry out a delivery mission." Starscream spat out at Shockwave.

"The answer is very simple Starscream, Megatron trusts me, unlike you." Shockwave pointed his finger at Starscream.

"What?! I gave Megatron life after he was badly injured! And yet he still chooses you!" Starscream yelled.

"It just proves how arrogant you are, Starscream." Shockwave calmly said crossing his arms too.

"Whatever!" Starscream threw his arms in the air and turned around, he looked back at Shockwave, "So, when will you be going back to Cybertron?"

"Megatron wanted me to stay here; he says he needs a way off this planet and that I could help by since my ship is here. But only after we eliminate the Autobots on this world..." Shockwave explained.

Megatron spoke up very loudly, "Decepticons, report in!"

The Decepticons reported, saying their names.

"Starscream reporting, lord Megatron!"

"Thundercracker here!"

"Skywarp is ready for orders!"

"Shockwave reporting, Megatron."

"Insecticon; Hardshell ready!"

"Kickback here! Here! Here!"

"Sharpshot here, ready to do your bidding."

"Combaticons; Swindle, Brawl, Vortex, Blast Off, and I, Onslaught, ready for orders!"

"Motormaster here, Stunticons; Breakdown, Dead End, Wildrider, and Drag Strip accounted for."

"The Constructicons; Mixmaster, Scavenger, Bonecrusher, Long Haul, and Hook are here. Even I, Scrapper."

"Ramjet here!"

"So is Thrust!"

"And Dirge!"

"Demolisher here and better than ever!"

"And last but not least, Barricade is here Megatron, what is going on?"

Megatron looked at all his Decepticons, and back at Soundwave. He cleared his throat and began, "It appears we have come across a little problem in our path to conquest."

"What kind of problem?" Motormaster asked.

Megatron looked back at Soundwave and said, "Soundwave, play Laserbeak's recordings." Soundwave did as he was told and pressed a button on his shoulder. His visor turned blue and a hologram of what Laserbeak recorded was shown in front of the Decepticons.

Displayed in front of the Decepticons was the draconequus Discord, causing chaos in the most bizarre ways possible. Flying trees, upside down floating buildings, and flowing rivers of dark brown liquid.

"What is that?" Starscream asked stroking his chin.

"Soundwave, describe the creature." Megatron ordered in a stern tone.

Soundwave, still having the hologram coming out of his visor, spoke, "This is what I have deciphered for this creature to be, it is a draconequus, its extreme power can shape the universe in completely different matters."

"Describe more fully!" Megatron barked.

"This draconequus has been released from its prison due to the extent of disharmony in this world; it feeds off of disharmony and chaos. Destroying the Elements of Harmony is what caused it to escape."

"Destroying the Elements of Harmony is what healed me, Soundwave! No matter what the costs are, I shall live!!!" Megatron yelled.

"Look! Laserbeak recorded more!" Bonecrusher pointed out. The hologram now reminded itself and it showed Optimus and his Autobots being crushed by the massive hand that Discord controlled. Megatron smiled.

"It seems the Autobots have met this creature." Megatron smirked.

"Yeah, they got their servos kicked by it!" Breakdown laughed.

"Megatron-" Soundwave was trying to tell Megatron something but Megatron interrupted him.

"I wonder if we can get this creature to help us fight the Autobots, then with its intense power, our victory will be a certain thing!" Megatron held his fist in the air. The Decepticons agreed and held their fists in the air.

"Megatron, this creature-" Soundwave began to say again, only to be interrupted again.

"But how will we make it join the Decepticons?" Megatron thought out loud, "It seemed very strong to crush Optimus Prime so easily... maybe we could-"

"Megatron! This creature is extremely dangerous; we cannot make it join us for its only mission is to cause as much chaos as possible!" Soundwave yelled.

Megatron was taken aback by Soundwave yelling at him, but simply glared at the communications officer. "Soundwave, this creature can be helpful in defeating the Auto-" Megatron began.

"No, Megatron, this draconequus is causing chaos in this entire land; he has become so powerful that he can crush Optimus Prime with ease." Soundwave said.

"I am the only being who will kill Optimus Prime, no one else!" Megatron roared.

"Then we must kill the draconequus." Soundwave said with less emotion than he had before.

"Yes Soundwave, you're right!" Megatron said, "We have to kill this creature in order to become the strongest beings on this planet again!"

"Uhhh.... all hail Megatron!" Breakdown stuttered.

"I suggest we trick the draconequus, Megatron," Shockwave was saying, "trick it into joining us, and then when it has our trust, we kill it!" Shockwave clenched his fist in front of his eye.

"Yes, Shockwave that is a great plan." Megatron said. Starscream groaned in annoyance. "Okay, Decepticons, this is our newest plan." Megatron said as he walked in the center of the Decepticons.
________________________________________

Celestia was very injured. The lightning was strong enough to almost kill her. As she was put in extreme care at Ponyville Hospital, Twilight couldn't believe how Discord was acting now.

Discord went from tricks and games, to violence and almost killing ponies. Twilight knew that Discord was happy to be out of his prison, but she didn't know that he would do this; almost killing Celestia and her!

Back at Canterlot, Luna was in charge of Canterlot until Celestia was healed. In a royal meeting, Twilight, Applejack, Rainbow Dash, Fluttershy, Rarity, Pinkie, Shining Armor, Optimus Prime, Ironhide, Jazz, and Luna were dumbfounded, they had no idea what to do. With the Elements gone, there was nothing that could stop Discord.

Spike was sent home back to Ponyville, Twilight knew that this was getting far too dangerous and Spike could get hurt. As the ponies looked at their hooves; completely out of ideas, Optimus had one in mind.

He didn't want it to happen, he didn't even know if it would work, but if it was to bring peace to this world, then Optimus had to do it. Optimus Prime cleared his throat and all the ponies looked at him expectantly.

"I have an idea for bringing The Elements of Harmony back." Optimus said. The ponies gasped, even Luna.
"What is it, Prime?" Luna asked expectantly.

Optimus sighed and touched his chest, "It's a long shot, but maybe it will work. I have a powerful item in my possession, this item fuels me with leadership and heroism."

Ironhide knew what he was talking about and immediately broke in, "No Prime! You can't use that!"

"What is it?" Shining asked with a raised eyebrow.

Optimus looked at Shining and answered, "It is The Matrix of Leadership."

"The Matrix of Leadership…?" Twilight thought out loud, "What's that?"

Optimus opened his chest and showed the ponies what he was talking about; an orange ball that glowed blue in the center of it. It had a very powerful essence coming off of it that the ponies could feel inside them. Rainbow Dash suddenly felt braver with that Matrix thing out, like she could take on another dragon and win this time.

"Twilight," Optimus said her name which took Twilight's eyes off the Matrix and on to him, "here is the story you had been wanting to here."

"Millions of years ago, on Cybertron, after the core was infected with Dark Energon, it bestowed upon me none other than The Matrix of Leadership. It told me that thanks to my courage and leadership that I was the one to lead the Autobots, by carrying this Matrix, it told me that I was allowing Cybertron to live on by carrying a small portion of its spark. This Matrix has power beyond belief, I can use it to bring The Elements back, and stop Discord once and for all." Optimus finished.

"But Prime, The Matrix is raw power; it can kill you if you use it!" Jazz told him.

"That is a chance we will have to take." Optimus sighed sadly.

"Optimus," Luna was saying, "if it is possible, to bring The Elements back with this....Matrix, What will happen to thou?"

"I do not know for sure," Optimus said and looked at Ironhide and Jazz, "but if anything happens to me, something that we cannot fix, I want you to tell the Autobots what happened, and you are to choose a new leader."

"Optimus, we can't do that! You're our leader!" Ironhide retorted back. Optimus raised a hand to him.

"I'm sorry it had to be this way old friend, but I will gladly give up my life so that peace can be returned to this world." Optimus looked back at the ponies that had shocked expressions.

"Optimus Prime....." Luna began, "thou would really do that for us, even if thou loses his life?" Luna asked.

Optimus nodded and looked at the Mane 6, Fluttershy's expression was more than shock, it was heartbreaking. Fluttershy ran up and hugged Optimus's foot. She was whimpering as Optimus went down to one knee.

"Please Optimus," Fluttershy sobbed, "please don't give up your life." Optimus stroked her mane with his big finger.

"I'm sorry Fluttershy, but this is the only way your planet will be at peace, to stop Discord." Optimus told her and put his finger under her chin. Fluttershy hugged Optimus's finger and sobbed quietly. Luna was getting teary eyed from this sad scene displayed in front of her.

Pinkie couldn't help it anymore and ran up to hug Optimus's finger too, her eyes were chalk full of tears as she looked up at Prime. "We never even got to have a party." Pinkie whimpered as Optimus looked at her sadly and stroked her flattened mane.

Rarity trotted up and hugged Optimus's thumb, as she buried her face in his thumb, she said, "Goodbye... darling. I'll miss you."

Applejack slowly got up and trotted up to Optimus, she looked him in those glowing blue eyes.

"Do... do ya really have to do this?" Applejack asked with tears forming at the end of her eyes. Optimus simply nodded and watched as Applejack placed her head forward and nuzzled Optimus' finger.

Rainbow Dash flew forward and landed by Optimus's index finger. She looked up at him and pushed the mane out of her eyes. Rainbow blinked several times to keep the tears in; but to no avail. Rainbow Dash cried her heart out; Optimus placed his finger on top of her head and softly patted it.

Rainbow sniffled and said, "You're...you're the coolest...and most awesome alien...I've ever met. You're the only alien I ever met but still."

Optimus stroked her mane and looked at the last pony coming towards him; Twilight Sparkle.

Twilight slowly walked towards Optimus with her head hung low. When she looked at him, her eyes were red and puffy and tears streaked down her face. She looked as if she had been crying the hardest. She didn’t want her nightmare to come true, with Optimus giving up his life for the Equestrian race!

Twilight walked up to Optimus and stared at his face. She couldn't hold in her emotions anymore as she embraced his hand and sobbed loudly, even louder than Fluttershy had.

She looked up at Optimus Prime and said, "Please Optimus.... we can't let you do this. There has to be another way!"

"I'm sorry it had to be like this, Twilight, but we don't have enough time to think of some other way. My Matrix can cleanse The Elements of Dark Energon, it is the only way." Optimus told her.

Twilight buried her head in Optimus's hand, the other five rushed in and embraced Optimus's hand too. Optimus heard their crying and he knew that this was not going to be easy.

"You are the bravest ponies I have ever met, I will miss you all." Optimus said and slowly stood up. He looked down at the ponies who were wiping their eyes with their hooves. He turned back to Ironhide and Jazz.

"It has been an honor fighting with you all." Optimus told them, they simply nodded and stared at their leader. Optimus turned to Luna who even had tears in her eyes, he said in a very defeated tone, "Take me to The Element Tower."
________________________________________

All the Autobots stood behind their leader as he approached the large door protecting The Elements of Harmony.

The Mane 6 were still whimpering as Optimus trudged past them. Twilight didn't want this to happen to a hero such as Optimus, but there was no arguing with him. Luna looked up at Prime and stuck her horn in the lock. The doors opened and Luna brought out another box she had used to place the destroyed Elements in.

She opened the box and levitated the six Elements in front of Optimus Prime. Optimus opened his chest and pulled out The Matrix of Leadership. He held it with both hands and looked at the floating Elements.

"Oh great Matrix of Leadership, this world has been condemned with chaos and disharmony! If we are to truly bring back peace and harmony to Equestria, than use your mighty power to resurrect The Elements once again! I ask you....no, I order you, light us in our darkest-"

Optimus couldn't finish the last word as a lightning bolt struck down and landed right in front of Prime. Optimus flew back and landed on Ratchet. The Matrix landed on the ground and the blue lights on it went dim
.
The Autobots and ponies looked up to see Discord floating in The Element Tower; his expression was both rage and delight. "Can't let you do that, now can I, Optimus?" Discord snickered and snapped his fingers.

All the Autobots started to float in midair; Optimus looked at Discord who was chuckling to himself.

"Now," Discord was preparing to snap his fingers, "let’s see how the mighty Autobots battle against chaos."

With a snap of his fingers, all the Autobots were flung out of the tower and landed in the rainy streets below. Not only was it raining chocolate milk, it was literally raining Autobots too.

Author's Note

Discord is going to do battle with he Autobots! Megatron has a new plan to possibly kill Discord! Can Optimus get The Matrix back and save The Elements of Harmony? Find out next time on The Transformers!

Chaotic Games

Very loud crashes echoed the streets of Canterlot.

The Autobots landed on sides of buildings, crashed on carriages, and even landed on one another. Optimus Prime fell, back first, and tumbled through Canterlot. He smashed his hand to the ground and clawed at it to regain his structure. After several more skids, Optimus stopped and stood up; looking straight forward as his Autobot brothers smashed against the hard concrete.

A shadow loomed over Optimus causing him to look up. Optimus regretted doing that.

A large metal body landed straight on Prime, crushing him with the intense weight. The body groaned and stood up, rubbing its head. Optimus suddenly saw who it was; Grimlock.

Grimlock turned back around and grabbed Prime's hand, lifting him up to his feet. Grimlock rubbed the back of his head nervously. "Sorry, Optimus, my bad." Grimlock told him. Optimus patted his shoulder which was kind of difficult for Optimus, because Grimlock was so big; Prime had to stretch up to reach him.

"It is okay Grimlock; you didn't know where you were going." Optimus assured him. Grimlock nodded his head in agreement and watched as Optimus Prime stepped forward and stared at where he was just flung.

The Element Tower was much farther away now. Discord was much, much, stronger than Optimus thought. Prime limped forward and watched as many of his fellow Autobots limped towards him. When all seemed accounted for, Optimus spoke, "Is everyone alright?"

"We're fine Optimus," Jazz said clutching his arm, "but that Discord fella is stronger than all of us. He just threw us out of a building, how are we supposed to fight against something like that?!" Jazz screamed.

Optimus paused for a moment before saying, "I don't know, but we must get The Matrix back before it's too late."

"Hey, how we supposed to do that?" Warpath asked, "That Discord guy is right by The Matrix."

Optimus Prime sighed and thought for a moment.

He didn't have to think long when a flash of light appeared above the Autobots.
________________________________________

-10 minutes earlier-

Twilight, Fluttershy, Applejack, Rarity, Pinkie, and Rainbow were shocked to say the least. Discord literally threw the Autobots right out of the tower and into Canterlot! Discord went from mind games, to this!

As Discord laughed with joy, Luna did not find it so funny and yelled at Discord with her Royal Canterlot Voice. "HOW DARE THEE ATTACK THINE FRIENDS?!?!" Luna flew up to Discord, "THY SHALL BE PUNISHED BEYOND BELIEF!!!!"

Discord chuckled and teleported behind Luna, he put his arm around her neck and said, "Oh, poor little Luna, always second to her big sister. Tell me Princess Luna, do you really think you can stop me? I defeated Celestia; you don't think I can handle you?"

Luna pushed him off and yelled again, "WE SHALL FIGHT TO THE VERY END TO STOP THEE!!!" Discord laughed again and pointed at the destroyed Elements of Harmony.

"You can't fight me without those." Discord said and snapped his fingers. He appeared by Twilight and her friends and put his arms around all six of them.

"It was nice catching up, but now I have very important business to attend to. So..." Discord said dropping the ponies and snapping his fingers. He appeared by The Matrix of Leadership and picked it up. "I'll be taking this." Discord said eyeing The Matrix up and down.

Rainbow snorted and stepped forward, glaring at Discord, she spat at him, "You're not taking anything, bub!"

Rainbow Dash flew straight forward in an attempt to ram him, Discord yawned and snapped his fingers. Before Rainbow could react, she face planted on the wall and slid down. "Rainbow!" Twilight and the other ponies screamed and ran up to their injured friend. Discord reappeared above all the ponies, holding The Matrix.

"Wow that looked like it hurt HAHAHA!!!" Discord laughed and put on a smug face. "Now, I have a very important mission to attend to, and none of you will get in the way of that, CIAO!!!" Discord snapped his fingers and was gone.

Applejack helped Rainbow up, who had a bloody snout from the impact. Luna landed by Twilight with a sorrowful look. "We are sorry Twilight Sparkle; we do not know what to do now." Luna told Twilight. Twilight thought for a moment and looked at the destroyed Elements lying on the ground in front of them.

Twilight knew what to do and lifted up the Elements with her magic, she placed each one on one of her friends, Kindness, Laughter, Loyalty, Honesty, Generosity, and finally her; Magic.

"What are you doing, Twilight?" Rarity asked as the necklace was placed around her.

"If Discord has The Matrix," Twilight began, "than we have to get it back to Optimus so he can use it to bring The Elements back."

"No, Twilight Sparkle," Luna interrupted, "we shall not allow you to perform this dangerous task, thou have seen how Discord is acting, he will kill you and your friends if you do so."

"Look, Princess, we have to do this, if Optimus brings the Elements back, than we can defeat Discord!" Twilight told Luna as she placed The Element of Honesty around Applejack's neck.

"But.... but... we-" Luna began but was cut off by Twilight.

"This is something we have to do Princess.....please." Twilight looked at Luna with big pleading eyes.

Luna sighed and said, "Very well, we will assemble the Royal Guard to evacuate Canterlot at once!" Before Luna walked out of the room, she turned back to Twilight and said, "Good luck Twilight Sparkle, we will be counting on you."

Luna retreated out of The Element Tower, leaving only Twilight and her friends. Twilight finished placing the Elements on her friends and finished by levitating the tiara down to her head.

"Okay girls, we are going into Canterlot, where Discord is out there, causing chaos and doing Celestia knows what to The Matrix. I'm asking you all.....if we will be together through this, as friends, as family, as The Elements. Are you with me?" Twilight told them and put her hoof in front.

After several seconds, Applejack placed her hoof on top of Twilight's. She smiled as Applejack spoke, "Ah'll be with you to the end, Twi."

Then came Pinkie who placed her hoof on top of Applejack's, Pinkie had an energetic smile as she spoke, "This is going to be SO crazy!"

Rainbow Dash trotted up and placed her hoof on top of Pinkie's, even with a bloody snout, she smirked and said, "I'm not leaving you guys again; time to kick Discord's butt!"

Rarity smiled as she walked over and placed her hoof on top of Rainbow's. Rarity got teary eyed when she said, "You are all my best friends, and I will never let you do this alone."

Twilight was proud of her friends but suddenly realized that one was missing, they all looked over to see Fluttershy shaking in fear. After several seconds, Twilight spoke up, "Fluttershy...."

Fluttershy closed her eyes and let a tear fall. The other ponies circled around her, Rainbow placed a hoof on her shoulder. "Don't worry Flutters; we won't let anything happen to you. We'll get through this together, right Twilight?" Rainbow asked.

Twilight looked at Fluttershy with teary eyes, she still smiled when she said, "Yes, we're friends who will do anything for each other. Fluttershy, we love you, we will be together through this entire thing. Now, will you do this with us?" Twilight held out her hoof in front of Fluttershy who opened her eyes.

It took a few moments before Fluttershy answered, but when she did, her friends were surprised at what she said. "Yes, you're my friends, I will be with all of you to the end, and even if we die we'll die together." Fluttershy placed her hoof on top of Twilight's. "I'm with you Twilight." Fluttershy told her. Twilight smiled with tears at the rims of her eyes, the other four placed their hooves with Twilight's and Fluttershy's.

"Let's do this!" Rainbow yelled. The other five cheered and galloped down the stairs and headed for the doors. When Twilight opened the door, they were greeted with a familiar red visor, and a familiar emotionless voice.

"Ponies located!" Soundwave shouted and reached out to grab them.

The ponies screamed and tried to escape, it was too late. Soundwave grabbed each one and held them tightly in his grasp. Each of their heads was poking out of his hands as they struggled to break free.

"Mission successful, ponies subdued, return to Megatron." Soundwave said and transformed into his car mode. The ponies were locked inside and couldn't break out.

"Wow, you have a strong grip. But let us out!" Pinkie Pie shouted.

"Negative." Soundwave said and drove forward.

The ponies fell back into the seats. Pinkie suddenly smiled and started giggling. Applejack looked at her as if she was crazy, which she probably was, "What’s gotten into you, girl?!" Applejack yelled, "We're bein' captured if ya haven't noticed!"

"Oh, hehehe, it's just that I love riding in one of these!" Pinkie stated and started giggling even more.

The five mares groaned and continued to try to find a way out, as Pinkie Pie continued to giggle.
________________________________________

Optimus looked past his hand covering his optics from the sudden bright light, and saw Discord hovering above the Autobots; with a wicked smile on his face.

"Greetings Autobots, I see you enjoyed this year’s fall?" Discord laughed at his own joke. Ironhide's scowled and his hand transformed into his neutron assault rifle. He pointed it straight at Discord.

"I've had it with you, you little punk!" Ironhide yelled and fired several shots at Discord. The bullets struck Discord and to the Autobots amazement; Discord was hurt.

"OHHHHH, you shot me!!!! Oh woe was me!!! Goodbye cruel world!!!" Discord wailed and closed his eyes. He was still floating as the Autobots were stunned they beat him so easily.

"That was easier than I thought." Blaster said and stepped closer to Discord.

Suddenly, Discord raised his head and gasped loudly. He looked around and touched his chest. "I'm alive." Discord said with disbelief, although it was very poor acting. "I'M ALIVE!!!" Discord yelled in victory and danced around in mid-air.

"Oh it feels great to be alive! I think this moment calls for a song!" Discord said as a top hat and cane appeared in his hands. He placed the hat on his head and lifted the cane in the air.

"Ohhhh, it feels great to be alive!" Discord sang but was interrupted by a blue ball of light shooting his hat off. He looked down to see Optimus's right hand transformed into that long silver object. Optimus brought his path blaster down and glared at Discord.

"Enough of your games, Discord! Surrender now!" Optimus yelled. Discord chuckled and lifted up his right hand.

"Oh but if I surrender, I won't have any fun with any of you, especially with my new toy." Discord said and The Matrix of Leadership appeared in his right hand. He lowered his hand and showed it to Optimus. "Missing something, Prime?" Discord joked. Optimus clutched his chest and aimed his path blaster at Discord.

"Give it back now!!!" Optimus yelled. Discord shook his finger.

"Oh Optimus Prime, I will give it to you, but you will have to earn it." Discord said as his menacing smile grew wider.

"He already earned it many millions of years ago!" Ratchet yelled.

Discord chuckled, "Oh, then it will be easier for you to get it again!" Discord said and flew on top of a building. He held The Matrix above his head with his right hand.

"I want to play a little game Autobots! I will hide The Matrix somewhere in Canterlot, if one of you Autobots locate it before three hours pass, you get to challenge me for it! But if you don't find it in less than three hours, I will destroy The Matrix of Leadership!" Discord shouted.

"You can't destroy The Matrix, Discord!" Optimus yelled back, "You have no idea what power you're messing with!"

"Oh, I mess with super powerful and uncontrolled chaos, I'm pretty sure I can simply destroy this Matrix!" Discord shouted as he waved The Matrix of Leadership above his head. "But since I'm a good sport, I'm allowing you Autobots to get it back! Just play my little scavenger hunt!" Discord smiled down at the Autobots.

"What do we do, Prime?" Silverbolt asked Optimus. Optimus stroked his chin and looked up to see Discord's hand glow by The Matrix, he was threatening to destroy it!

"Very well, Discord." Optimus spoke up. "We will play your games."

"Excellent!" Discord cheered but suddenly smacked his head, "Oh I forgot, just to make things a little fairer!"

With that, Discord's left hand lit up and he shot some kind of green beam at the Autobots. The Autobots tried to block the beam with their hands, but to no avail. After the beam stopped, the Autobots felt completely normal, like nothing had happened.

"What was that about?" Sideswipe asked the group.

"I don't know, but I feel as if I'm different somehow." Warpath exclaimed.

Ratchet scanned Bumblebee and found nothing out of the ordinary. Ratchet walked up to Optimus and asked, "What did Discord do to us, Prime?"

"I don't know, but we must check all our components for any differences." Optimus said and began checking himself. Weapon system was fully operational, optic sensors at full capacity, what did Discord do?

Suddenly, the Autobots heard Jazz yell, "Hey, what gives?! I can't transform!"

The Autobots gasped and checked to see if they could transform, they shared the same fate as Jazz.

"I cannot transform! NOT AGAIN!!!" Grimlock yelled.

"I can't either, what’s going on?!" Snarl panicked.

Even the great Optimus Prime was stuck in robot mode! Optimus looked up to see Discord laughing loudly.

"HAHAHAHAHAHA, I see you all have received my little gift! HAHAHAHA!!!" Discord laughed his head off, literally, his head rolled off and landed on the roof of the building. Discord picked up his head and placed it back on.

"Now, things will be a lot more complicated and fun for you Autobots. Oh wait; it will be fun for me!!" Discord shouted.

Jetfire clenched his fists and growled, "If only I could transform, I would fly up there and shoot him until he was just a pile of body parts."

Discord stopped laughing and let The Matrix float above him.

"Now," Discord began, "let the scavenger hunt begin!!!"

Discord snapped his fingers and The Matrix flew around Canterlot in a giant circle. It was picking up speed and soon.... disappeared.

The Autobots looked around them frantically to see if The Matrix was around them, of course it wasn't. A loud cough caught their attention as Discord was standing on top of the building with his arms crossed.

"Excuse me," Discord said as a floating clock appeared right by him, "but you all have about two hours, fifty-nine minutes, and forty-seven seconds left before I destroy The Matrix of Leadership. So......good luck!"

Discord snapped his fingers and disappeared. Optimus looked down the rainy streets of Canterlot and raised his fist.

"Autobots split up and look for The Matrix!!!" Optimus shouted and ran forward. Many Autobots followed him while others took different directions.

As Optimus sprinted down the streets of Canterlot, the chocolate rain pelting his armor, Prime had one thing on his mind...

'Find The Matrix of Leadership.....no matter the cost.'

Autobots, Decepticons, and Chaos, Oh My!

As Soundwave drove down the long milky street, the ponies inside have given up all hope of getting out.

After several more minutes of defeated silence, Soundwave stopped. Soundwave transformed which caused the Mane six to fall out onto the ground. As they looked up to him, Fluttershy crawled away in fear. The back of her head hit something hard. She looked up to see another giant robot. This one had a yellow visor and red skin. He also had no mouth like Soundwave.

As the ponies began to back up slowly, the Decepticon got closer to them and yelled, "Don't you dare try and run! Megatron wanted you personally; one wrong move and I will kill you all!"

This made the ponies get closer together and quiver in fear at the Decepticon in front of them. That is until they heard a deep voice behind them.

"Easy Vortex, we do not want to hurt them now do we?"

The Decepticon named Vortex looked up and backed away from the Mane 6. The ponies turned around to see an even larger Decepticon step forward and look down at them. The ponies knew who it was immediately; Megatron. Twilight swore she saw a little disgust in those red eyes that looked down at them. But what was disturbing was Megatron's smile that grew.

"I don't think we've been properly introduced." Megatron told them as he put a hand on his chest, "I'm Megatron." He put his hand down and pointed at them, "What are your names?"

The ponies were too scared to answer as they sat there shivering. Megatron didn't have time for this, so he smashed his foot on the ground which caused the ground to shake, especially the ponies.

"Speak!!! I know you can!!!" Megatron roared. Twilight gulped and looked at him with terrified eyes.

"I'm....Tw-Twilight Sp-Sp-Sparkle." Twilight stammered.

Megatron smirked and began, "Well, it's good to see you are cooperating. Now, I bet you're wondering why Soundwave here captured you and brought you to me."

The mares slowly nodded. Megatron continued, "Well, it turns out it was our fault that strange creature escaped and is causing all this." Megatron said as he brought his hand up to feel the chocolate rain.

Applejack regained a bit of courage after he said that, she got mad and said, "You did this?! How dare you, that creature named Discord is nothin' but trouble! You should be ashamed of yerself!"

"Applejack!" Rarity warned her that there were still giant robots around them.

The Decepticons got angry and prepared to crush them for insulting their master. That is until Megatron started chuckling.

The ponies looked at Megatron with confusion. After Megatron stopped chuckling he looked at Applejack and said, "I admire your bravery fleshling, but you should think twice before yelling at me!" Megatron barked at her. Applejack backed up with the rest of her friends.

Megatron continued, "Now, this Discord is far too powerful to be kept alive, so I have a brilliant plan to kill him, and it involves you ponies." Megatron pointed a finger at them.

Twilight and her friends looked at each other, is it possible to kill Discord? Twilight looked up at Megatron and asked, "I don't think you can actually kill Discord, you have to use The Elements of Harmony to stop him, but they’re destroyed."

"No thanks to you!" Rarity pointed a hoof at Megatron and suddenly regretted saying that when Megatron's anger rose.

"You dare question my genius, fleshling!?" Megatron roared. The ponies coward again and shook their heads as fast as they could. "That's what I thought." Megatron calmed down, "Now, we need you ponies for this to work."

Rainbow Dash looked at Megatron and asked, "What do you want us to do?"

Megatron glared at her and said, "I was just getting to that!"

Rainbow Dash put her hooves in front of her and she spoke in an annoyed tone, "Okay, okay, sorry."

"Anyways," Megatron had to keep calm so the ponies didn't suspect what he was truly planning, "when Discord appears which he eventually will mostly when Prime is around, you ponies will be our distraction while we have Thundercracker, Skywarp, and Starscream shoot him from the skies."

"How will we be a distraction?' Pinkie Pie asked.

Megatron smiled and said, "Simple, we will threaten to kill you and then-"

"WHAT?!" The equines screamed and began panicking. Megatron was getting annoyed from all this precious time being wasted over some weak little insects.

"Let me finish I-" Megatron was saying before Twilight interrupted him.

"Rainbow Dash, go and get help!" Twilight screamed. Rainbow saluted.

"I'm on it!" Dash said and took off past Megatron. Megatron reared back and tried to grab her, but she was too quick. As Rainbow looked back to see Megatron try and grab her, she didn't see the Decepticon in front of her grab her by the neck.

Rainbow Dash had finally come to reality to see a red Decepticon with a blue helmet having a firm grip around her neck. "Well now, we wouldn't want you escaping and telling the Autobots now would we?" Starscream said as his grip tightened causing Rainbow to scream in pain.

"Put her down!" Fluttershy quietly screamed. It was loud enough for Megatron to hear as he pointed a finger at Starscream.

"Starscream," Megatron began, "put her with the rest of the ponies. We don't want them to be hurt for when the plan unfolds."

Starscream grumbled and tossed Rainbow Dash next to her friends. They caught her as Rainbow gasped for breath. Megatron began explaining to them, "You didn't hear me out, ponies! We're not really going to kill you; our warning to destroy you all will be enough for Discord to be distracted so we can shoot him down!"

The ponies sighed in relief and looked back at Megatron who was getting closer to them. He got a little lower but remained in towering size. He spoke slowly and clearly, "Now, you ponies will do this or we will just crush right here and be rid of you." Megatron warned.

Twilight gulped and looked back at her friends, they nodded slowly. Twilight looked back at Megatron and in a frightened whisper said, "Okay."
________________________________________

Optimus Prime had been searching high and low for The Matrix of Leadership, but Discord really hid it well because not even Blaster's location consoles could find it. The Autobots that came with Optimus were Bumblebee, Jazz, Ratchet, Jetfire, Blaster, and Perceptor.

It made it so much harder for the Autobots to find The Matrix now that they couldn't transform, especially Jetfire who could have flown around the city to find it easier. Bumblebee lifted up a fruit stand and poured out the fruit to see if The Matrix was hidden in there. Optimus came up to him and asked, "Anything, Bumblebee?"

Bumblebee shook his head but continued to search. The other Autobots were looking inside the buildings and tossing carriages aside to see if it was underneath them. Optimus Prime was beginning to think that Discord was playing a trick on them but tossed that idea aside and continued to search, until Ratchet tapped his shoulder. Optimus looked back to see Ratchet's familiar face.

"Prime, according to the time that Discord gave us, we only have two hours and thirty two minutes left." Ratchet warned.

Blaster groaned and said, "I wonder if the Dinobots are having as much trouble as we are?"
________________________________________

As Grimlock lead the three other Dinobots through the rainy streets of Canterlot, he was telling them to look for The Matrix as they passed through the streets.

"You, Slug, look through that window to see if it is in there." Grimlock ordered to Slug.

Slug grumbled and did as he was told, but when he opened the window and looked inside, he saw a pony taking a shower. As the mare felt a chill she turned to see the giant metal face staring at her with interest. She screamed and brought the curtain over her.

"What are you doing?" Slug asked her. She threw a bar of soap at the Dinobot.

"Get out!" She screamed, "Get out you pervert!" Slug pulled his head out and went to Grimlock.

"These ponies are weird; I already hate this stupid planet." Slug told Grimlock.

Swoop walked up to Slug and said, "You said that already you idiot.”

Slug pushed Swoop in anger and shouted, “You’re an idiot!”

“No you are!” Swoop shouted and pushed him back.

Grimlock grabbed both of their heads and smashed them together. Slug and Swoop groaned in pain and slowly got back up. Grimlock growled and barked, “I am not in the mood for your bickering, since I can’t transform, I would not want to hear any more of this! Now keep searching!”

Snarl kicked the inside of the building and trudged back to Grimlock and the other Dinobots. He sighed and muttered, “This is too hard, we’ll never find that stupid Matrix.”

Grimlock looked at him and said, “Never give up, Snarl, we will find it and bring it back to Optimus Prime.”

Slug groaned and said, “Optimus Prime is a weak fool, he would have never made it in the Lightning Strike Coalition Force, we are so much stronger than him.”

Swoop nodded his head and agreed, “Yeah, why do we take orders from that guy, Grimlock?”

Grimlock shook his head and said, “I would be a better leader than Optimus any day, but for now, we will follow his orders.” Slug and Swoop groaned in annoyance while Snarl just crossed his arms. Grimlock sighed and was about to continue searching.

Suddenly, a chuckle filled the air, the Dinobots got in defensive positions as they heard a voice say, "Oh Grimlock, why do you take orders from Optimus then?"

"Show yourself!" Grimlock yelled. On cue, Discord appeared in front of them with a smoothie in his hand. He drank it all and threw it on the ground. He floated down to perfect eye level with Grimlock.

"I'm just saying, Grimlock," Discord began, "why do you take orders form Optimus Prime if you think he's weak?"

Grimlock hated this pathetic creature; he took away his most powerful mode, the thing Grimlock actually enjoyed besides crushing Decepticons. This thing was going to pay! Grimlock yelled and brought out his sword. Discord’s eyes grew as the sword was brought to his stomach.

Discord looked down and saw the sword going directly through him. A large shadow loomed over Discord and caused him to look up.

Oh he really regretted doing that.

Grimlock’s left hand came down on Discord’s upper half and began to squeeze. Grimlock yelled again and ripped the foul creature in half!

Grimlock looked at his sword and saw the lower half of Discord, he looked in his left hand and saw Discord’s upper half. He finished the massacre by throwing the upper portion on the ground and smashing his sword against a building. Grimlock chuckled to himself when he realized he just killed this stupid creature in one swift motion, Optimus would have never been able to do that. Grimlock put his sword back and looked at Discord’s upper half that laid on the ground.

“That was easy….” Grimlock shrugged.

Swoop nodded and said, “Yeah, that Discord guy isn’t so powerful after all.”

“Weak organic….” Snarl smiled at the remains of the once living Discord.

Grimlock, Swoop, Slug, and Snarl stared at the dead body parts for a while longer until they simply turned around to return to Optimus.

Until a soft chuckle filled the air…

The Dinobots turned back and saw nothing. Grimlock went back to where he had killed Discord, but there was nothing there, the body parts were gone!

“You are truly one powerful being, Grimlock.”

Grimlock clenched his fists and shouted in the storm clouds above, “Discord, enough of this, come and fight me!”

With that, Discord appeared right in front of Grimlock, completely healed and with a smug smile on that disgusting face of his. He chuckled and said, “Oh Grimlock, you’re so naive, you do know that a simple attack like that won’t be enough to stop me.”

“Crush you!” Grimlock yelled and prepared to punch the draconequus.

“Wait, wait, wait, wait!” Discord shouted and held his hands in front of him. Grimlock put his fist down and glared at Discord. Discord cleared his throat and said, “What I was saying, before I was rudely massacred, was that you are so much stronger than Optimus Prime, so why do you take orders from him?”

Grimlock growled as the other Dinobots approached. He shook his head and spat out, “He is the leader of the Autobots, I must take orders from him, even though I don’t want to.”

Discord snickered and said, “If you don’t want to then don’t…”

Grimlock lifted his head slightly and asked, “What do you mean?”
"In fact," Discord said, "I think you deserve to be leader! You're so much stronger than Optimus, right?"

Grimlock nodded once and admitted it, “Well…..I am the strongest.”

"Well then, are you going to take your rightful place as leader of the Autobots by striking down Optimus Prime?" Discord asked.

Grimlock looked at his feet and was in deep thought. Breathing in Discord’s words finally hit him with realization.

He was so much better than Prime.

Deep chuckles filled the other Dinobot’s hearing processors as Grimlock lifted his head upward. His chuckle turned to a full blown laughter as he finally knew what to do. Grimlock turned to his Dinobots and yelled, "I am the leader of Autobots now! Forget Matrix, we shall go and fight Optimus Prime!"

Swoop, Slug, and Snarl looked at each other but suddenly smiled when they would get revenge on Prime for telling them what to do. They didn’t belong to anyone, especially not Optimus!

The Dinobots yelled in agreement and followed Grimlock as he started running back where they came from. Discord laughed manically as he saw the color leave Grimlock's and the Dinobots’ bodies.
________________________________________

The Aerialbots were having as much trouble as anyone else. Since all of them transformed into a Cybertronian jet, it was incredibly hard for each of them to look for The Matrix on foot. Needless to say, they held most of their search in the main building where the Grand Galloping Gala was last held.

Slingshot, Air Raid, and Skydive checked around the building, while Silverbolt and Fireflight went inside and checked the gardens. After a few more minutes of searching, Silverbolt gave up on the gardens and pressed his communications device.

"Aerialbots, report in to the front of the building." Silverbolt ordered and walked out of the gardens. Fireflight followed.

When the two got to the front, Slingshot, Air Raid, and Skydive were already there with empty hands. Silverbolt walked up to them and asked, "Any luck?"

"Nothing..." Air Raid said in defeat.

Fireflight tried to cheer up the group, "Ah don't worry, we'll keep searching and we'll find it soon."

Slingshot was definitely not in the mood and released his anger on Fireflight, "Really Fireflight? You really think so?!"

"Well.... yeah, we have to find it or else Discord-" Fireflight was saying.

"Who cares about Discord?!" Slingshot yelled, "None of this even matter now that we can't fly! It's pointless to keep trying!"

"But Optimus-" Fireflight was saying until Slingshot interrupted him.

"Oh, Optimus Prime, how does he expect us to find The Matrix when we can't even fly?! It could be anywhere in this city!" Slingshot yelled.

"We have to help the ponies, Slingshot!" Silverbolt told him. Slingshot crossed his arms.

"Oh and the ponies, why are we helping them?!" Slingshot asked, "We are so much stronger and powerful, why do we have to protect such weak things?!"

"Because we're Autobots!" Silverbolt told him, "Slingshot, you better keep yourself under control, or else..."

Slingshot grumbled to himself and kept quiet. Silverbolt turned towards the rest of Canterlot and sighed, "Alright let’s get moving."

A deep chuckle filled the air, the Aerialbots looked around to see what made the noise, but they didn't see anything. "Who's there?!" Skydive yelled to no one. The chuckle stopped and spoke clear.

"My, my, you Aerialbots have bitten off more than you can chew." The voice said.

Silverbolt knew who it was, "Discord you coward, come out and fight like a bot!" Silverbolt yelled. With a bright flash of light, Discord appeared floating in front of Silverbolt and the Aerialbots. He had his arms crossed and a smile on his face.

"I must say, you Autobots are the most fun I've had ever since I was playing with the ponies." Discord told them. The Aerialbots had enough and their right hands transformed into guns. They pointed them at Discord who put his hands up.

"Now, now, I'm not here to fight, but to talk." Discord said with his hands still raised. Slingshot, Air Raid, Fireflight, and Skydive put their weapons down while Silverbolt still had his up as he looked back at them.

"What are you doing?!" Silverbolt asked them, "We can't trust this guy!"

"Come on Silverbolt, he just wants to talk." Air Raid said. Silverbolt looked back at Discord who had puppy eyes. Silverbolt groaned and put his weapon down.

"Well then," Discord said putting his hands down, "I see you all are enjoying the scavenger hunt?"

"Yeah it's really fun." Fireflight said sarcastically. Discord cleared his throat and continued.

"Anyways, I couldn't help but hear your little argument earlier..." Discord said.

"We got it straightened out, now beat it." Silverbolt said turning and walking away, the Aerialbots followed.

"But I agree with Slingshot!" Discord raised his voice so they could hear. Slingshot stopped in his tracks and turned back to Discord.

"You do?" Slingshot asked. Silverbolt and the rest of the Aerialbots turned back to Slingshot.

"Slingshot, get back here now!" Silverbolt ordered. Slingshot ignored it and looked at Discord who had flown closer to them.

"Yes Slingshot, I do." Discord said, "Because you are mighty warriors! And you deserve to be treated as such!"

"Hehe thanks." Slingshot said. Silverbolt eyed Discord, what was he planning?

"And you're absolutely right about Optimus Prime!" Discord told him, "How does he expect you all to find The Matrix when you can't even fly?"

"Because you did this to us, Discord, we can't transform because of you!" Silverbolt interrupted.

Discord looked at Silverbolt with a frown and said, "Excuse me, it's rude to interrupt!" Discord snapped his fingers and Silverbolt's mouth disappeared. Silverbolt grabbed where his mouth used to be and made strange inaudible noises.

Slingshot looked back at Discord and asked, "So, you think I'm right?"

Discord nodded his head, "Oh positively! And the ponies don't deserve brave warriors like you. I say, you all deserve to rule them, since you are all so magnificent and proud heroes."

Silverbolt was shocked to hear that but couldn't say a word in defiance.

Slingshot rubbed his chin and said, "Yeaaaahhhh." Slingshot smiled. The other Aerialbots were nodding to each other in agreement. Silverbolt was shaking his head at the Aerialbots, telling them not to listen to Discord. They still ignored him.

"Now," Discord began, "what will you all do?" He asked.

Slingshot smirked and yelled, "Forget about The Matrix, we don't have to listen to Optimus anymore!" Silverbolt made a panicked noise that sounded like 'WHAT'.

Skydive, Air Raid, and Fireflight agreed by yelling, "Yeah!!!"

Slingshot turned to them and said, "I say we take over and rule over the ponies! We deserve this after all!"

"YEAH!!!!" The three Aerialbots agreed. Silverbolt made a noise that sounded like 'NOOO'.

It only made things worse when Silverbolt witnessed the color leaving Slingshot, Air Raid, Skydive, and Fireflight. Now they were colorless and seemed different to Silverbolt, he didn’t know for sure, but it was like their qualities were taken away from them. Slingshot raised his fist and charged towards the city, the others followed behind him.

Discord was laughing manically at a job well done; he stopped laughing and snapped his fingers. Silverbolt's mouth reappeared as he turned to Discord.

"What did you do to them?!" Silverbolt yelled. Discord started laughing again.

"Oh, I just taught them the true meaning of loyalty to your team!" Discord laughed to the heavens above. Silverbolt went up to punch Discord until he teleported behind him.

Silverbolt turned back around to see Discord with a clock.

"I suggest you don't fight me," Discord told him, "because you only have two hours and three minutes left before bye-bye to The Matrix." Discord waved his hand when he said that.

Silverbolt was in panic mode, what should he do? Should he find the Aerialbots and tried to help them? Or should he try to find The Matrix? His thoughts were interrupted by Discord with an umbrella.

"Now Silverbolt," Discord's smile was growing wider, "I suggest that you get going. We are going to witness a storm of chaos." Discord opened the umbrella and started laughing as loud as he could.

Behind Silverbolt, some lightning struck behind him. Silverbolt backed up and looked around to see many dangerous looking lightning clouds heading for Canterlot. Silverbolt had enough and took off into the city.

The last thing he heard before the sound of his footsteps hit the cement was Discord's laughter filling the air.
________________________________________

As Optimus Prime and his small team of Autobots continued their search for The Matrix of Leadership, Perceptor noticed the chocolate rain was falling harder and lightning clouds were approaching.

"Optimus," Perceptor tapped Prime's shoulder, "these storm clouds are becoming stronger."

"I see, Perceptor." Optimus said as he looked up to the skies. Ratchet stepped forward.

"I sense Discord is growing stronger." Ratchet said. Blaster chuckled then looked at Ratchet with a smirk.

"Discord?" Blaster said, "I sense the Decepticons are beginning to mobilize."

"Let’s hope they are not, old friend." Optimus Prime said.

As the small group of Autobots kept walking forward, Bumblebee felt the ground shaking a little. It only got louder as he heard footsteps running their way. Bumblebee turned around to see the Dinobots running towards them. Bumblebee tugged Optimus's arm.

Optimus looked back to see Grimlock running towards them. Optimus stepped forward.

"What is it Grimlock? Have you found The Ma-" Optimus was saying until he got punched in the face by Grimlock which sent him flying back and crashing into the Autobots. Grimlock stopped and so did the Dinobots. The Autobots picked themselves up, completely shocked at what Grimlock had just done.

"What is the meaning of this, Grimlock?" Optimus asked.

Grimlock pointed a finger at Prime and said, "You, Optimus Prime, you do not deserve to be leader of the Autobots! I, Grimlock deserve to be leader!”

“What are you talking about, Grimlock?!” Optimus asked.

Swoop crossed his arms and said, "We’re through listening to you, Prime. Grimlock’s our leader now!”

"Yes, and anyone who disagrees, will die!” Grimlock yelled and clenched his fist. Optimus got back up and walked towards Grimlock.

"This isn't you, Grimlock! We're your friends!" Optimus told him. Grimlock scratched his head in confusion.

"But Discord told us we were stronger than you, and it is true" Grimlock said still confused. Optimus knew what Discord did to the Dinobots, he tricked them into thinking he was the enemy to them. He then noticed that the Dinobots had lost their color, which must have been what Discord did.

Optimus Prime reached up and placed a hand on Grimlock's shoulder. He said, "We are here, Grimlock. We are a team, we are one, and we are friends."

"Friends…?" Grimlock said slowly. Optimus nodded.

"Yes Grimlock, friends. This isn't you, you would never hurt your friends would you, Grimlock?" Optimus asked. Grimlock thought for a moment and then came to a conclusion.

"Yes, I do not like you Optimus, but you are a worthy friend. I will not hurt the leader of the Autobots." Grimlock announced. The other Dinobots shook their heads and spoke.

"I’m confused, but I guess you’re okay, Optimus." Swoop told Prime.

"That piece of scrap Discord is going to pay for this!" Slug yelled.

“Sorry, Optimus, that was our bad." Snarl apologized.

Grimlock looked around nervously and said, "I am sorry, Optimus Prime." Optimus patted him on the shoulder and backed away.

"It is alright, Grimlock, we forgive you." Optimus Prime assured them. After Prime had said that, the Dinobots' color started returning to them. From their legs, all the way to their heads, the Dinobots were now back to normal.

"What has happened?" Grimlock said clutching his head.

"It doesn't matter, Grimlock." Optimus said, "As long as we are together, that's all that matters. Now, let’s find The Matrix!"

"Very well..." Grimlock nodded.

Optimus turned back to his Autobots and prepared to say something that is until he heard the screams of several ponies.
________________________________________

Watching from the roof of a building was Discord, obviously disappointed. He got up from his chair and said, "Well that was a bust. I thought the Dinobots would cause a lot more damage."

As Discord continued to watch Optimus, his ears caught the sound of screaming ponies. He looked behind him and walked over to the other side of the building. When Discord looked down, he saw the four corrupted Aerialbots surrounding several ponies.

Discord smiled and said, "Well now, at least it wasn't a total bust."
________________________________________

"I say you brutes have no right to treat Canterlot ponies this way!" Fancypants yelled at the corrupted Skydive.

Skydive looked down at him and yelled, "We don't listen to you anymore! So and your Princess can kiss our exhaust ports!"

"Oh dear me!" Fancypants yelled in shock and backed up with the rest of the ponies.

Slingshot observed his new slaves and said, "We are your leaders now! You will obey us or else!"

"SLINGSHOT!!!!" Came a very ticked off voice. Slingshot looked forward and saw Silverbolt heading right for him! Silverbolt jumped over the ponies and tackled Slingshot. The two Aerialbots wrestled on the ground for a few minutes until Slingshot was pinned down.

"Why Slingshot, why?!" Silverbolt yelled and punched his teammate in the face. Air Raid shoved Silverbolt off and helped Slingshot up.

"What has gotten into you all, have you forgotten who you are?!" Silverbolt asked. Slingshot wiped the side of his face from the dripping Energon.

"We are super powerful warriors, Silverbolt. We deserve to be praised!" Slingshot yelled in defiance.

"You're acting like Decepticons!" Silverbolt yelled, "Keeping slaves? Threatening the innocent?! You. Are. Acting. Like. Decepticons!!!"

Slingshot looked at the ponies in horror and clutched his head, "What have we become?!"

Air Raid looked at his hands and shivered in fear at what he has become as well. Fireflight put his hands on his head and yelled, "No, no, no I'm an Autobot!"

Skydive rubbed his head and said, "I'm..... I am an Autobot!"

"We are all Autobots, now snap out of it!" Silverbolt ordered. The four Aerialbots soon regained their color as well. Their color flowed from their legs to their heads until they were back to normal.

"Ugh, what happened?" Slingshot asked clutching his head. Silverbolt went up to him and smiled.

"It is alright, you are all back to normal." Silverbolt told him.

"Normal…?" Skydive asked, "What did we do?" Silverbolt pointed over to the shivering group of ponies.

"Oh no," Fireflight said in disbelief, "did we do this?"

Silverbolt nodded and explained, "You got corrupted or something by Discord and you were trying to make these ponies here do your bidding.... like Decepticons."

"No, we're not Decepticons!" Slingshot yelled and went over to the ponies. "Please forgive us; we didn't know what we were doing."

"Well," Fancypants was saying, "I guess it's alright, now we have to get going!" Fancypants and the ponies with him took off into one of the buildings at a quick pace.

Slingshot turned back to Silverbolt and said, "I'm sorry captain, please forgive us, we won't speak out against you again."

"Yeah, sorry…" Air Raid apologized.

"It's alright team, just as long as you all are safe, that's all that matters." Silverbolt told them. The four Aerialbots nodded, Skydive suddenly heard a yell in anger above them.
________________________________________

"AWWWWW!!! Why?! ERRRRGGG that was a total buzz kill!" Discord yelled in anger. His anger caused the storm clouds above to thunder violently since he was controlling the storm.

Discord snapped his fingers and a throne appeared in front of him. He sat down and rested his head on his hand in anger. "Once again the Magic of Friendship got the Dinobots and Aerialbots back to normal! Ugh, this is so not fun anymore!" Discord mumbled to himself.

His hissy fit was interrupted by a flying object whizzing past him. He looked up to see a flying triangle soar past him and land behind a few buildings. Discord snapped his fingers and teleported to the location at which it landed.

Discord appeared at the top of the building and looked down to see the triangle transform and walk towards a giant, grey being. It had purple lights all over it and a long tube like thing on its right arm.

The monster spoke, "Starscream, report."

The other monster, obviously named Starscream, saluted and said, "Hail Megatron, the Autobots and their leader are still wondering Canterlot like mindless fools!"

"Any sign of Discord?" Megatron asked. The use of his name brought Discord to lean in closer.

"No Megatron, he was not sighted." Starscream told him. Megatron grumbled and looked back at the other giant monsters.

"Decepticons, bring me the ponies!" Megatron ordered. Two Decepticons nudged the ponies forward with their feet; they walked slowly up to Megatron and looked up. Discord knew who they were at once. Twilight, Fluttershy, Applejack, Rainbow Dash, Pinkie Pie, and Rarity, the ones who imprisoned him.

Megatron leaned down and said, "You will have to be ready soon, we will never know when Discord will appear." Discord was taken aback by this. The Elements of Harmony were destroyed, so why was Megatron using the ponies and wanting to meet him?

Discord thought for a moment and got a quick idea. He snapped his fingers and returned to the rooftop he was once on. He looked down and still saw the Aerialbots.

"Good." Discord said and looked left. He saw Optimus Prime and his group of Autobots behind him; they were walking towards the Aerialbots.

"Goooood." Discord sneered, "If Megatron said that I would only appear when Optimus was around, well then it looks like I will have to appear. But what is Megatron planning to do with the ponies?" Discord scratched his chin.

He suddenly came up with a solution.

"I'm going to have to end this scavenger hunt early." Discord said and looked straight forward with an intrigued smile, "I know, I will just have to put The Matrix up in plain sight, which will get Optimus' attention and Megatron's."

Discord went to the edge of the building and his right hand lit up. The Matrix appeared in his right hand and he let it float down to where he wanted it to go. "But I won't let Optimus use it on the ponies when he notices it. I will just have to wait and see what happens." Discord said to himself.

When it was placed perfectly, he puffed up his chest and released the final announcement.
________________________________________

"Silverbolt, what happened?" Optimus asked as he was close enough to the Aerialbots. Silverbolt stepped forward.

"Oh, it's nothing Optimus, we worked it out." Silverbolt smiled back to his team. Optimus nodded until a small blue light caught his optics. Optimus Prime looked past Silverbolt and squinted to see the small blue light better.

"Can it be?" Optimus asked partially to himself. The Autobots gasped as they saw what Optimus Prime was looking at. The Matrix of Leadership, not too far away, at least 400 or more feet away.

"Yeah!!! We found it!!!" Jazz cheered. The Autobots raised their fists in victory and cheered with Jazz. All except Optimus, who was simply staring at The Matrix, it was just too easy. The Aerialbots backed away as Optimus Prime past them and was walking slowly towards The Matrix. The Autobots and Dinobots followed, the Aerialbots followed behind the group.

It was almost over; The Matrix was drawing nearer with each step Optimus took. But Prime couldn't help the feeling that something wasn't right here, Discord wouldn't be this easy on them.

Speaking of Discord, Optimus heard a loud announcement go over through Canterlot. Optimus Prime recognized the voice to be Discord.

"ALL PLAYERS OF THE SCAVENGER HUNT! THIS IS DISCORD SPEAKING AND THE MATRIX HAS BEEN LOCATED! IT IS DIRECTLY IN THE TOWN SQUARE, YOU WON'T MISS IT! BUT SINCE NO ONE HAS ACTUALLY TOUCHED IT, THE GAME IS STILL ON! YOU ALL HAVE ONE HOUR AND FIFTY-FIVE MINUTES LEFT BEFORE THE MATRIX IS DESTROYED! UNLESS YOU ACTUALLY TOUCH IT, YOU WILL NOT GET YOUR TRANSFORMING POWERS BACK AND THE GAME WILL STILL BE ON! THAT IS ALL!!!!"

Optimus turned back towards the floating Matrix and shouted, "Autobots get The Matrix now!"

The large group of Autobots raced towards The Matrix of Leadership, although most of them were in a slow jog because they had so much time left.

Little did they know, they would need all the time they could get for what lied ahead…
________________________________________

"Did you hear that Decepticons?" Megatron asked the group, "The Matrix is found, and wherever The Matrix is, Optimus Prime is."

"And wherever Prime is," Starscream added, "Discord is!"

"Precisely, Starscream." Megatron turned away from them and raised his finger forward. "Decepticons, get to The Matrix before Optimus Prime!"

Megatron transformed into his tank mode and sped off; the Decepticons transformed as well and followed their leader. The Mane 6 thought this would be a good time to escape and turned away in an attempt to escape. That is until Twilight's forehead hit the leg of Shockwave.

"Going so soon?" Shockwave asked and moved forward, the ponies backed away from him. Shockwave kept moving forward still staring at them. "You will not escape, Megatron still needs you for his plan to work, now get moving!" Shockwave ordered. The ponies turned away from him and walked forward in the direction Megatron had just gone.

They couldn't escape now that Shockwave was behind them, watching them with his cold purple eye. Twilight shivered when she saw that horrid face of Shockwave, the scary memories of her dream came rushing back….bringing tears to her eyes.
________________________________________

They were closer to The Matrix now, no more than fifty feet away. Optimus was moving forward slowly, as if expecting an explosion would happen any second.

But before Optimus could get any closer, he heard the voice of his old foe enter his hearing processors.

"Not so fast, Optimus Prime!!!"

Optimus stopped and so did the Autobots behind him. Prime looked forward and located Megatron in his tank form stop behind The Matrix. Following Megatron was his army of Decepticons, some flying, some on the ground. They all transformed back and Megatron moved closer to The Matrix, although he wasn't paying attention to it, but his attention was set on Optimus Prime.

"Well, well, well, your precious Matrix of Leadership is no longer in your possession, Optimus!" Megatron snickered. Optimus glared at his hated enemy but took his attention off of him when he noticed small colorful blobs walk by and wait by Megatron. Optimus Prime saw them, and didn't want it to be true, but it was. It was Twilight, Fluttershy, Rainbow, Pinkie, Rarity, and Applejack.

"Twilight!!!" Optimus yelled in an attempt for her to hear him. Twilight looked forward and saw her friend Optimus Prime.

"Optimus!!!" Twilight screamed and trotted forward, she was stopped by a cannon being pointed at her. She looked back to see Shockwave aiming at her.

"Not one more step." Shockwave warned. Twilight retreated back to her friends. Optimus didn't want anything to happen to the ponies, he would never forgive himself.

"Release the ponies, Megatron. They are not of your concern!" Optimus yelled.

"Oh but they are, Optimus Prime! I will need them for later on. But for now, I cannot allow you to get The Matrix." Megatron simply said.

"What are you talking about, Megatron?" Optimus asked. Megatron's smile grew wider.

"I heard Discord's announcement, and I see he will destroy it if you don't get to it in time!" Megatron said, "So I will not allow you to reach it!"

"Megatron, we need The Matrix to stop Discord!" Optimus yelled.

"Oh, do we? Do we really?" Megatron asked. Optimus was confused.

"You see," Megatron was saying, "I really despise this Matrix, with all its history of peace and prosperity. So if you Autobots fail to get it, it will be rid of by Discord!"

"Megatron...." Optimus clenched in fists in anger and prepared for anything. But got the shock of his life with what Megatron said.

"And what better way to stop you Autobots, is with my most powerful warrior." Megatron smiled with devious delight.

Optimus's optics grew wide as he stuttered, "No Megatron, y-you can't be serious!"

"Oh but I am!" Megatron roared and raised his fist, "Constructicons, form and merge into..... DEVESTATOR!!!!"

The six Constructicons; Mixmaster, Scavenger, Bonecrusher, Long Haul, Hook, and Scrapper past The floating Matrix and ran towards the Autobots.

Scrapper transformed into the right leg and landed perfectly on the ground. Mixmaster transformed into the left leg and landed right by Scrapper. Long Haul transformed into the lower torso and landed on top of both legs, connecting them to the torso. Hook transformed and landed on top of Long Haul, he formed the body and head. Bonecrusher jumped high and transformed into the left arm and locked into the arm socket. And finally, Scavenger jumped high as well and transformed into the right arm and landed in the arm socket. Devestator was complete.

As Devestator pulled out his massive gun, Twilight and her friends were shocked at what Megatron had done. Twilight looked up to him and yelled, "You lied to us! You didn't mention this! You're going to kill Optimus with that beast!"

"Exactly..." Megatron smiled down at them. The six mares gasped and tried to run away only to be stopped by Shockwave.

"You're not going anywhere unless Megatron orders you to!" Shockwave yelled. The ponies couldn't do anything with Shockwave behind them, so they had no choice but to watch the Autobots battle that colossus.

Twilight kept going over her thoughts as she looked at Optimus and Devestator, 'Can even Optimus Prime survive against that monster?'

Optimus Prime backed away as Devestator moved closer with a wicked smile on its face. Optimus looked back at his Autobots who were watching Optimus with intent.

"What do we do, Optimus?" Jetfire asked. The great Autobot leader looked back at Devestator.

"FEEL THE WRATH OF I, DEVESTATOR!!!!"

Optimus thought for a few moments until he came up with the best solution.

"Simple, Jetfire," Optimus said as his right arm transformed into his path blaster, "we fight...to last spark."

The Autobots nodded and had their hands transform into their weapons. Jazz and Silverbolt stood at the sides of Prime while the other Autobots were preparing their weapons behind them. Grimlock brought out his massive sword and growled as he held it tight. The other Dinobots also brought out their hand held weapons and growled just the same.

As Optimus stared down Devestator for what seemed like an eternity, Optimus Prime cocked his gun and lowered it to the ground.

"Autobots.... prepare for battle."

Omega Devestation

After Optimus Prime had said those four words, Devastator knew they were ready and cocked his massive blaster.

Devastator took a few giant steps toward the Autobots and their leader, which is until Optimus pointed at Devastator and yelled, “CHARGE!!!!”

The Dinobots, Aerialbots, Ratchet, Blaster, Jetfire, Bumblebee, and Perceptor charged forward, shooting their weapons and dodging the lasers Devastator shot at them. Optimus, Jazz, and Silverbolt stayed behind while Prime was thinking of a plan.

Optimus suddenly looked at Jazz's right arm and told him, "Jazz, use your grappling hook, shoot at the buildings to get behind Devastator and get The Matrix!"

Jazz's right arm transformed into his grappling hook, he looked at Prime and saluted, "You got it, Optimus!"

Jazz aimed at the closest building and fired. A long blue stream of energy shot out and struck the building. Jazz felt himself being pulled towards the building as his entire body flung through the air towards it.

Jazz caught himself on the building and aimed at another one, this building was closer to Devastator. As he fired and stuck to the building, he was pulled towards it and Devastator saw this. He took his attention off of the Autobots below him and focused on Jazz.

He lifted up his fist and attempted to punch Jazz through the air, but Jazz was too quick as the punch barely missed him. Jazz landed on the building and prepared to fire again, this time right by The Matrix.

When Jazz was about to fire, Devastator punched the building Jazz was on and it crumbled to the ground. As Jazz was falling, he quickly aimed and fired, this shot hit Devastator right in the eye.

Jazz was flung right towards Devastator’s face. When he landed, Devastator prepared to crush Jazz with his fist. When he brought his fist towards his face, Jazz quickly shot at another building and made it safely off of Devastator’s face, just in time to see Devastator punch himself.

Jazz chuckled and landed perfectly on the side of the building. He looked over to see Devastator regaining his stature. Jazz aimed one last time right at The Matrix and fired. The blue stream landed right in front of The Matrix and Jazz was launched forward.

As The Matrix was drawing nearer, Jazz could almost reach out and grab it....

....until he felt himself being grabbed.

Jazz looked up and saw Devastator glaring at him, his massive fist tightly around Jazz's body. Devastator lifted up Jazz, broke the blue grapple hook, and threw Jazz right towards Optimus Prime.

Jazz collided against Silverbolt which sent them both right into a carriage. Optimus looked back and saw Jazz and Silverbolt getting up, each rubbing their heads.

"Oh man!" Jazz said as he rubbed his head. Optimus Prime knew they were both too injured to fight. So he looked back at the carnage and saw Devastator kicking his Autobots around like they were nothing.

Optimus charged forward and shot several blasts at the colossus. They did nothing but scratch his outsides. Devastator looked over and saw Optimus heading his way. He went down and grabbed Slug with both hands. As Slug stabbed Devastator’s hand, he quickly tossed the Dinobot right for Prime.

Optimus did a front flip over Slug and continued to run for him. Devastator felt a sharp pain in his leg and looked down to see Grimlock, Swoop, and Snarl stabbing him in the legs. With one strong kick, Devastator launched the Dinobots in several different directions. Grimlock was the only one to dodge the kick.

He quickly brought up his sword and stabbed it directly in Devastator’s leg. The Decepticon colossus roared in pain as Grimlock was climbing up to Devastator’s face by stabbing his way. Grimlock finally reached Devastator’s face and brought up his sword, he stabbed it directly in Devastator’s right eye.

The Decepticon roared in pain and grabbed the leader of the Dinobots. He reared back and tossed Grimlock down the road. Swoop and Snarl landed in the buildings, Grimlock landed farther back behind Jazz.

As Optimus was drawing nearer, Slingshot backed away from Devestator as he kicked the other Autobots aside.

"Alright you waste of metal," Slingshot yelled at him, "see if you can catch this!"

Slingshot tried to transform into his jet mode but suddenly remembered that he can't transform.

"Scrap, I forgot!!!" Slingshot said as a massive ball of energy landed right in front of him, sending him into a large fruit stand. Optimus Prime past him and was getting closer by the second. As Devastator was preparing to fire on Optimus, a bolt of lightning hit him straight in the back.

Devastator fell to one knee and looked up to see the lightning storm was now overhead. Several more bolts hit Devastator since he was the largest metal thing in Canterlot.

Optimus Prime jumped high and landed on Devastator’s leg. He climbed up and got close enough to shoot Devastator directly in the face. Devastator yelled in pain as Prime continued to fire. The massive Decepticon finally got a breakthrough.

As Optimus was reloading, Devastator picked him and held Prime in front of him. Optimus struggled to break out; Devastator began squeezing with all his might. Optimus yelled in pain as he felt his over shields depleting.

Megatron was laughing maniacally while the ponies were too shocked to make a noise. Twilight couldn't bear to see her friend in so much pain, but what could she do?

As Optimus was about to give in, Devastator felt something small hit him in the back of the head. He stopped squeezing and turned around to see a flying pegasi with golden armor rubbing his head in pain.

All of a sudden, loud trumpets were heard around Devastator. The Decepticon was confused and looked around but saw nothing. Finally, his optics caught a small white blob on a rooftop. He got closer and noticed it was a unicorn in shining armor.

The unicorn raised his hoof and yelled, "Royal Guard, attack!!!"

Devastator’s vision was now being crowded with several flying pegasi, each of them applying several bucks to his armor. Devastator had no choice but to drop Optimus Prime and block the pegasi. Optimus fell to the ground and struggled to get up. Ratchet ran up to him and helped his leader to his feet.

Optimus looked back up to Devastator who was now swatting the pegasi that flew in front of him. Devastator had enough time to see that same unicorn in the armor with several more unicorns by his side. He raised another hoof and brought it down in a swift motion.

Devastator was now pelted by several energy beams coming from the hundreds of unicorn's horns. Devastator couldn't see anything as his vision was blinded by the energy.

Down below, Megatron couldn't believe his greatest warrior was faltering to these ponies. He put both hands on his head and screamed, "NO, NO, NO, NOOOOOOOO!!!!!"

"The Royal Guard has finally come!!!" Rarity screamed in delight. The ponies cheered as Devastator was losing. Megatron turned around, really not in the mood.

"SHUT UP!!!!!" Megatron roared. The ponies closed their mouths immediately but kept smiling as they saw Shining Armor on the rooftops.

As Devastator continued to try to block the beams, Shining Armor looked down to see the stallions were ready. He raised his hoof and yelled, "NOW!!!!!"

The many stallions on the ground raced towards Devastator. Along with them, they pulled several carriages filled with unicorns. As they drew nearer to Devastator, the unicorns blasted energy at the legs of the colossus. Devastator had enough time to see the ponies below him literally ram into his legs.

Devastator fell to both knees and his hands dropped to the ground. Shining Armor looked to see his unicorns surrounding Devastator and preparing to fire on his mark.

Shining Armor raised a hoof and yelled, "Unicorns, prepare to fire the paralyzing spell!!!!!"

The unicorn's horns lit up as Shining Armor counted down.

"3...... 2...... 1..... FIR-" Before Shining Armor could finish; several missiles collided into the building he was on.

The unicorns looked over to see the flying triangles soar past them; they must have been the ones who shot the missiles! Shining Armor tried to regain his structure as the building was about to collapse.

Finally, the building broke apart and fell to the ground, along with several unicorns and Shining Armor. As Shining fell, he could hear the screams from mares coming from not too far away. Shining recognized one of the screams to be his little sister; Twilight.

As Shining Armor continued to fall, he could see the ground getting nearer by the second. Time seemed to slow down as his life literally flashed before his eyes. He could see himself being held by his mother and father when he was born. A few years later, he sees his little sister Twilight skipping merrily around him. More years go by and Shining sees his wife Cadance in front of him, still in her wedding gown, he was back at his wedding. Shining Armor finally felt tears forming in his eyes as he finally realized he was going to die and never see his wife or sister again.

Shining Armor closed his eyes and braced for his death.

Only it didn't come.

Shining felt himself land on a hard metal palm, although it did catch him gently. He opened his eyes and saw Optimus Prime holding out his hand and lying on the ground, Optimus had just dived for him!

Shining looked in the skies and saw his fellow unicorns being held by the pegasi, he was the only one caught by an Autobot. Optimus put him down on the ground and looked at him with intent. Shining Armor stood up, a little bit shaky but alright; he looked up to Optimus Prime.

"Thank you, Optimus, for saving my life." Shining Armor congratulated him. Optimus simply nodded and looked back at Devastator who was getting back up.

Optimus got in front of Shining Armor and activated his path blaster. The Royal Guard began to retreat away from Devastator as he was regaining his structure.

Shining watched as his Royal Guard retreated, he shook his hoof, "No, don't go!!!"

Shining felt a hoof on his shoulder; he turned around to see his group still together. One of them nodded and said, "We're with ya, captain." Shining Armor smiled and looked up to see Optimus preparing to fire on Devastator. Until another announcement went through the air.

"ATTENTION ALL AUTOBOTS!!!! THIS IS DISCORD WITH THE FINAL WARNING!!! YOU HAVE FORTY-THREE MINUTES LEFT BEFORE THE MATRIX IS DESTROYED!!! THAT IS ALL!!!!"

Optimus put his gun down, forty-three minutes?! With Devastator guarding it, there was no way they can get The Matrix in that amount of time. Optimus Prime didn't know what to do....

He saw his Autobots stand right by him, each of them were very injured, sparks were flying off their components, Optimus knew they couldn't fight anymore, so he did the one thing he never thought he would have to do......

Fight alone.

Optimus put his hand up and said, "Autobots, I cannot allow you all to die to this colossus, I will go it alone now." The Autobots gasped and tried to reason with Prime, but he made up his mind.

"It has been an honor serving with you all. When I have distracted Devastator, go for The Matrix." Optimus turned towards Devastator who picked up his massive gun and began stomping forward. Optimus did the same.

As both bots stomped towards each other, Optimus knew this was the right thing to do. To save his team, to save this world, to save........The Matrix. With one final step, Optimus looked up at Devastator was loading his weapon. Optimus Prime cocked his gun and continued to glare at the colossus.

As Devastator was ready, he aimed his gun down and prepared to fire on Optimus Prime. Optimus didn't move a circuit as he continued to glare. Devastator was almost fully charged as he began laughing.

The Mane six couldn't believe what Optimus was doing. He was sacrificing himself for the sake of this planet and the ponies.

"No...." Twilight whispered as her tears flowed down her face.

"Yeeeeesss." Megatron said with pure victory in his voice.

As Optimus looked straight ahead into the tube of the gun aiming right at him, he knew this was it; he would die helping win the war for the Autobots. Prime closed his optics and prepared for Devastator’s wrath.

And he waited......

And waited......

Optimus opened his optics to feel the ground rumbling. In fact, all of Canterlot appeared to be shaking! Devastator looked up into the cloudy and dangerous skies above to hear a strange noise coming from the heavens.

The ponies and Decepticons were just as confused as anyone else. As Megatron tried to regain his balance, he yelled, "What is happening, Soundwave?!"

"Unknown." Soundwave said falling to the ground.

As Canterlot continued to shake, Optimus could feel a presence coming from the skies above. A presence he knew all too well. Like.... and old feeling he had when he was on Cybertron, it came back!

The Autobots watched as a portion of the skies was suddenly the color red. But it wasn't the sky that was red; it was something coming out of the storm!

A massive red object suddenly erupted from the heavens above, causing the ground to shake even more. The ponies were dumbfounded at what they saw, this thing was gigantic! It was red with an Autobot symbol on it. This caused the ponies to gasp at the familiar symbol.

It had giant ovals on the bottom side that erupted with flames. The rest of it had a giant oval like body. As it descended into Canterlot, Optimus Prime couldn't believe his optics. Had it really come all the way from Cybertron to Equestria? When it landed, the tremor stopped and all the Autobots, Decepticons, and ponies were staring at it.

After a few very silent seconds, it began to move.
________________________________________

Discord had just witnessed a massive unknown object enter Equestria. This thing was huge! Discord almost didn't believe it was real, did he make this? No he couldn't have, he would remembered such a giant thing.

Suddenly, when it landed, it began to move and make a very strange noise that Discord had heard once before.

"Hmmm…what's this?" Discord said as he saw the unknown space object.........transform.
________________________________________

As the massive thing started to change, the ponies were shocked to see it actually transform into something similar to the Autobots. Megatron was panicking which caused the ponies to get even more excited.

"No..... no..... no, it cannot be true!!!!!!" Megatron yelled and backed away along with his Decepticons. The mares on the other hand, stepped forward to get a closer look at this monstrous creature.

Devestator dropped his massive gun and began to back away in fear. Optimus Prime still couldn't believe who it was. Two arms broke out of the sides, along with two legs crashing to the ground below. It formed strange like wings on its back as the head began to appear. Finally, its head locked in place and the blue eyes lit up.

It spoke.....

"OMEGA SUPREME, MISSION SUCCESSFUL. OPTIMUS PRIME LOCATED. ERROR, DECEPTICONS IN AREA, FORWARD MISSLES LAUNCH."

Omega Supreme lifted up his left arm, it was a long pointed triangle that opened up and somehow shot several missiles toward Devastator. Devastator couldn't block all of them and was pelted several times in the chest by the hundreds of missiles.

Devastator fell on his back which caused a massive tremor to go out through Canterlot. The equines cheered as Devastator had fallen. Twilight beamed in awe as she continued to observe this colossus Autobot, it had to be like 100 stories high or more! Rarity had fainted from this massive Autobot arriving. Fluttershy was smiling, knowing that this monster was here to help them. Pinkie Pie and Rainbow Dash were clapping and cheering at Omega. Applejack smirked at Megatron who paid her no heed. He had more things to worry about.

"Devastator," Megatron began, "get up now and fight Omega Supreme!"

Devastator barely got up but succeeded. He stumbled forward and suddenly regretted it. Omega's right arm had four fingers on it and the hand began to spin which caused the fingers to create a red ball of energy. Omega shot a long red beam of energy that struck Devastator in the chest and caused him to crash into a building.

Omega's right hand was still spinning but the beam stopped. Devastator got back up and limped toward Omega. With Devastator’s last strength, his feet shot a blast from below and Devastator was launched toward Omega, in an attempt to tackle him.

Omega Supreme acted fast and caught Devastator with his left pointed hand. He held him on the ground as Omega aimed his right spinning hand at Devastator’s face. Devastator thought quickly and shouted, "CONSTRUCTICONS, BREAK APART!!!!"

With that, the upper torso of Devastator shot forward at Omega Supreme. Omega caught the upper half with his right hand and chucked it into a building. The lower half of Devastator broke apart into the three Constructicons, they scrambled away in fear. The upper half fell to the streets and broke apart as well. The upper Constructicons were knocked out cold.

As Optimus Prime finally came back to reality, he found out that Devastator has been defeated….and best of all.....

…the Autobots now have Omega Supreme.

Cruel Tricks

As the Autobots suddenly realized what happened, they got really excited and cheered as Omega Supreme stepped forward towards Optimus Prime. Omega looked down at Prime and said, "THE LAST OF THE PRIMES LOCATED. GET IN OMEGA SUPREME. AUTOBOTS WILL ESCAPE THIS PLANET."

Optimus answered back, "Not yet Omega Supreme, the Decepticons are still on this world and The Matrix as well."

Omega Supreme got back to full size and said, "MATRIX OF LEADERSHIP ACKNOWLEDGED. WILL FIGHT FOR THE LAST PRIME. GET THE MATRIX BACK."

Optimus Prime nodded and turned towards The Matrix of Leadership, he began walking calmly towards it, knowing nothing can stop him now........except for....

Optimus felt himself being shot in the chest and landing on his back. He heard several screams from the recognizable voices of the ponies. He got up and saw Megatron standing in front of The Matrix, his cannon aimed at Prime.

"I will NOT let you acquire The Matrix of Leadership, Optimus Prime!" Megatron spat out in disgust. Optimus' right hand transformed into his path blaster as he stared down Megatron.

Both of them glared at each other for a very long time. Both of them looking into each other’s optics, Optimus could see the horrible things Megatron had done when he looked in those red eyes of his. And Megatron could see all the heroic attributes Optimus has accomplished when he glared into his blue eyes.

Finally, Optimus charged forward and shot several blasts at Megatron. The leader of the Decepticons fired back but backed away from the hits he had received. Prime dodged the shots and drew closer to Megatron. Megatron had enough and just charged at Prime as well. When Optimus seemed close enough, Megatron brought back his left fist and attempted to punch Optimus.

But the last of the Primes was too quick.

Optimus brought his left hand forward and latched onto Megatron's shoulder. He lifted himself up and flew right over Megatron. In mid-air, Optimus shot Megatron in the back causing him to fall face first on the cement.

Optimus Prime landed perfectly and reached out for The Matrix of Leadership.

After several hours of not obtaining the knowledge of Cybertron, several hours of unfit leadership, several hours of worrying, it was finally over. Optimus Prime grabbed The Matrix and held it above his head.

When he touched it, a green beam shot out of it and sailed into the skies. The beam spread across the sky into several directions. Each beam went down and hit one of the Autobots while even more beams went across Canterlot finding the right Autobot.

When the beam stopped, Optimus heard several cheers from behind him and turned to see Jazz transforming over and over again, so were the other Autobots.

"We can transform once again." Optimus Prime sighed and opened his chest.

When he was about to put The Matrix back where it belongs, a bright light appeared in front of him. When the light stopped, The Matrix was not in Prime's hands.

He looked forward and saw Discord holding The Matrix with his left hand, with an angry glare to go with it. Optimus Prime clenched his fists and suddenly remembered what Discord said at the beginning.

‘If one of you Autobots find it before three hours pass, you get to challenge me for it!’

Scrap.

Optimus Prime spoke out, "Discord, unless you want to suffer a horrible demise, I suggest you give me The Matrix of Leadership now!!!"

"Oh but Optimus," Discord said twirling The Matrix on his finger; "we still didn't finish the game now did we?"

Optimus glared at Discord until he caught something on his optics, he turned his head slightly to the left and saw Megatron slowly walking towards his Decepticons, not making a noise. He turned back to Discord who had a smug face. Discord cracked his neck and said, "Now, are we going to finish this?" Discord raised both fists while The Matrix floated right by him.

"Discord," Optimus began, "this world is out of control! Look above you! Those storm clouds could level this entire city!" As Optimus said that, a bolt of lightning struck the side of a building causing debris to fall to the ground.

"Ohhhh Optimus," Discord whined, "why don't you just take risks, besides, this Matrix will be destroyed if you don't fight me."
"You said if we found it you wouldn't destroy it!" Optimus yelled at him.

"But yet you have tempted me to do such horridness." Discord said placing a hand to his face pretending to hate what he is doing which Optimus knew he loved every second of it. Discord cracked his knuckles and said, "Now Optimus, this your final warning, fight me or I will destroy The Matrix of Leadership."

"DISCORD!!!!!!"

Discord spun around quickly to see Megatron and his Decepticons watching him, only Megatron seemed harmless. "Odd?" Optimus said in confusion when he noticed Megatron's unthreatening position. He never saw Megatron like this, what was he planning?

Megatron stepped forward and bowed to Discord, Discord smirked and bowed back.

"Well, well, well, you have very nice manners Megatron, unlike someone here." Discord said looking back at Optimus.

Megatron stepped forward and said, "I, Megatron, have noticed such a powerful being you are Discord, and I seek we make a partnership."

"A partnership…?" Discord smiled. Megatron smiled back.

"Yes, if we were to form and alliance, then we can rule this world together, no one could stop us, not even the Autobots!" Megatron explained.

"Hmmmmm...." Discord scratched his chin thinking of the proposal.

Megatron put his hand in front of his chest and said, "I'll prove it to you."

Discord raised an eyebrow waiting for an answer. Megatron looked back and nodded. Shockwave looked down and ordered the ponies to move forward. They had to against their will, and soon they were standing at Megatron's feet.

Discord got wide eyed but remembered that Megatron wanted to use the ponies for something, so he played along.

"What's this?" Discord asked. Megatron smiled and pointed at the shivering ponies.

"I have heard that these ponies are the ones that imprisoned you," Megatron smiled even wider, Discord groaned but allowed Megatron to continue, "So this is my saying so that we could be partners...."

Discord was not expecting what Megatron did; Optimus was too shocked to even react. Megatron pointed his cannon down at them and said, "I will kill these ponies."

Discord's mouth hung agape, the Autobots gasped at what Megatron threatened to do. Optimus looked at the ponies but was confused on how they looked, sure they looked scared, but there was a hint of acting in those terrified eyes that Optimus saw.

"You.... you will?" Discord asked, he was not expecting at Megatron had just said. Killing the Element Bearers?! That was.....evil.

"Oh yes, these ponies have no choice in the matter. So.... what do you say?" Megatron asked.

Discord looked at Twilight and her friends, the fear in their eyes made Discord's smile grow bigger and bigger. He nodded and said, "I accept your partnership, Megatron."

"NO!" The six mares screamed trying to make it sound believable, which it really did. Megatron smiled even more and powered up his cannon. Discord waved goodbye to the ponies still smiling.

"MEGATRON, NOOOOOO!!!!!" Optimus Prime screamed and ran forward. Before he could even get close, he got shot in the leg by Shockwave's blast cannon. Optimus fell to one knee and looked at the utter horror in the ponies eyes as Megatron was about to fire.

Optimus swore this planets race would not be harmed by the Decepticons....

....he has failed.

"No..." Optimus whispered to himself and couldn't bear to watch his friends’ fates.

Megatron slowly looked at Prime, and then back to Discord. His smile turned to a frown as he looked past Discord and saw the three seekers heading their way. Megatron's plan was a go. Megatron smiled deviously at Discord, who frowned.

Discord was beginning to get impatient, "Well what are you waiting for?! Shoot!"

"Oh," Megatron hissed, "I plan to."

Discord didn't understand until a few seconds had passed. Starscream, Thundercracker, and Skywarp shot their blasters as they flew high from the sky. The laser fire directly hit Discord in the back, which shot directly through his body.

Discord howled in pain and fell to both knees, the seekers just wouldn't stop. They hovered in place as they shot Discord in the back several times. Starscream, Thundercracker, and Skywarp finished their mission by sending several missiles towards Discord.

The missiles collided and caused a severe explosion where Discord was. After the dust had cleared, Megatron could see Discord lying on the ground barely getting up. Megatron had to finish this... now!

"Stunticons," Megatron raised a fist, "merge into..... MENASOR!!!"

Motormaster, Wildrider, Dead End, Breakdown, and Dragstrip stepped forward and transformed into Megatron's colossus.

Breakdown and Wildrider transformed into the right and left leg and landed in front of Discord. Motormaster transformed on top of them and formed the body and head. Dragstrip and Dead End transformed in mid-air and landed in the arm sockets forming the arms. Menasor was formed!

"Menasor," Megatron began, "crush Discord!!!"

"I LIVE TO SERVE AND TO DESTROY!!!!" Menasor yelled and lifted up his massive foot over Discord.

Discord looked up just in time to see Menasor bring his foot down, crushing Discord.

All was silent, Optimus was still in shock how Megatron had just tricked and killed Discord. The ponies were even more surprised that they didn't even have to use The Elements to stop Discord. Megatron smiled as time went on, knowing his plan was successful.

Suddenly, Menasor felt his foot begin to tremble. Menasor was shocked and tried to lift his foot up, but it was stuck! Megatron watched in horror as Menasor was lifted up from his foot! Underneath was none other than Discord, not even a scratch on him!

Discord cracked his neck and said, "That was a pretty good plan, Megatron," Discord said as he lifted Menasor with both arms, "but you will have to try harder to stop me."

With that, Discord flung the great Menasor towards the Decepticons. As the colossus was hurling toward Megatron, the Decepticons scattered away in fright along with their leader.

Megatron turned around and yelled, "Menasor, break apart! NOW!!!"

Just as Menasor was about to flatten Megatron, he broke apart at the last second, sending the Stunticons in different locations. Motormaster landed Megatron, sending them both to the ground.

Megatron pushed Motormaster off of him and yelled, "Get off, fool!"

Megatron looks over and sees Discord laughing in mid-air. Discord stopped laughing when he saw Optimus heading straight for him. Discord lifted up a piece of concrete and hit Optimus with it sending him backwards.

Optimus landed on his back and looked at Discord who was floating higher. He unleashed his fury.

"I've had it! I'm done playing with you Decepticons and Autobots! THIS. ENDS. HERE!!!!" Discord screamed as he shot several bolts of lightning at both the Autobots and Decepticons. The Mane six got behind some debris and looked to see the Decepticons faltering and falling to the ground. This was a perfect moment to escape!

"Come on, girls!" Twilight yelled and ran towards the Autobots. Fluttershy, Rarity, Applejack, Pinkie, and Rainbow followed closely.

Discord saw them trying to flee and charged up his hand with the lightning from the sky. When he was about to fire on them he heard a loud rumble and looked forward to see the massive Autobot staring straight at him.

"OMEGA SUPREME, TARGET ENEMY. UNKNOWN SPECIES. ENEMY TO AUTOBOTS. COMMENCE OPERATION: COMPLETE TERMINATION."

Omega charged up his right hand and was about to fire upon Discord, until Discord focused his shot intended for the ponies on Omega Supreme. The yellow beam blasted from Discord's hand and shot all the way to Omega's chest. Omega Supreme fell back and landed into a few buildings. When he landed on the ground, he created a tremor so powerful, the Decepticons and Autobots fell face first to the ground.

Omega Supreme laid in the ruble and said, "OMEGA SUPREME DAMAGE CRITICAL. MUST ACTIVATE STASIS FOR REPAIRS. PREPARING STASIS."

Omega Supreme's eyes went black as he went into stasis to repair himself. Omega was out of the battle.

The ponies were surprised that such a powerful Autobot just got sent back into the buildings by Discord, then again, Discord was the being of chaos, he had unlimited power.

Discord looked back at the terrified ponies and prepared another strike, until he heard Optimus charging at him. He turned just in time to see Optimus Prime shooting at him. He blocked the shots with a shield that appeared in his hand. Discord felt triumphant until he got shot in the back.

He looked behind him and saw Megatron with a heated up cannon. The leaders of both sides were preparing to fight him!

As Discord looked both ways, Optimus Prime and Megatron were getting closer to him; he had no choice but to end this. His whole body began to glow as the lightning started striking against Discord. Twilight felt the chocolate rain hit even harder than before, she looked at Discord with pure terror in her eyes.

Discord raised a fist and shouted, "YOU SHOULD NOT MESS WITH CHAOS!!!!!!!"

With that, he brought his entire body down to the Earth below. Bumblebee knew this would not end well and saw that the ponies were too close; they would not survive the explosion that was imminent. Bumblebee raced forward and threw himself in front of the little ponies.

Optimus Prime and Megatron smashed one of their fists in the ground just in case anything would happen....

.....and something did.

When Discord hit the ground, he caused a massive explosion that sent a gigantic shockwave throughout Canterlot.

Windows shattered, carriages were flipped over, and the Autobots and Decepticons were blown backwards. Bumblebee shielded the tiny ponies with his body just before the flames overcame them.

All was silent......

Optimus Prime was shaking from the explosion that had just passed him. He ripped his hand out of the ground and fell to one knee, still shaken up pretty bad. Megatron wasn't holding up any better, he was shaking even harder since he was closer to Discord.

Speaking of Discord, the draconequus slowly raised himself up and checked the carnage he had just caused. The Autobots were sent to his left, all of them lying on the ground. The Decepticons were sent to his right, all of them lying down. And in front of him was a yellow Autobot, not even moving.

"Pity…" Discord said and looked towards Optimus Prime, even Discord was surprised he had survived this. He looked to his right and saw Megatron as well.

Discord looked down and picked up The Matrix, it was still intact, barely. He looked at Prime, then Megatron, then The Matrix. Prime, Megatron, Matrix. Prime, Megatron, Matrix.

Discord smiled and got an idea, this was so much better than his last one.

As Fluttershy slowly opened her eyes, she felt a large presence over her. She looked over and saw a yellow arm shielding her tiny body. Fluttershy looked up and saw the body of Bumblebee, protecting her and her friends from that explosion.

Fluttershy was even more heartbroken to see Bumblebee's face, void of life, and cold black eyes. Fluttershy began to feel scared for her friend, was he.....dead?! NO, he can't be dead he just can't be!

Fluttershy's friends began to wake up and looked over to see the yellow pegasus with tears rolling down her face. They turned around to see what she was crying about....

.....it brought tears to their eyes as well.

Bumblebee was lying there, motionless, his eyes as dark as the night, and not a single red light glowing on him. Rarity slowly walked to Bee's face and began to reach for it; she pulled back and cried into her foreleg. Applejack walked over and comforted her; Applejack couldn't help but cry herself.

Twilight couldn't bear to see him anymore; she turned away and let the tears fall. Rainbow Dash couldn't hold in her tears anymore and let them fall as well, even she can't cry through this. Pinkie released a waterfall of tears and whimpered to herself at Bee's state.

Twilight looked back up at Bumblebee's face; she walked forward and looked at his lifeless eyes. The lavender unicorn looked down and whimpered to herself, "Bumblebee....... no."

They had to accept the horrible fact.

Bumblebee......was dead.

Beginning of The End

As the Autobots and Decepticons were picking themselves up, Optimus Prime and Megatron were already standing, shaken up from the explosion. As Optimus looked into Discord's eyes, he saw something in them, Discord had a plan.

Right before Optimus could think anymore, Discord lifted up The Matrix with his right hand and shouted, "Congratulations Optimus Prime and Megatron for being the strongest of the strong. For your strengths, I've decided to give each of you a sporting chance."

"What kind of chance?" Megatron said clutching his arm that leaked Energon.

Discord floated a bit higher and held The Matrix with his hands as he shouted, "The leaders of the Autobots and Decepticons will have a battle to the death, I control where you fight and how everything will go down. Winner gets to challenge me for The Matrix!"

"A battle to the death with Optimus Prime…?" Megatron repeated while rubbing his chin. Optimus knew that this was the only way to get The Matrix back, it was either this, or simply fighting Discord right here, which Optimus knew he didn't have a fighting chance.

"So," Discord asked, "what do you say?"

After a few seconds, Megatron frowned and said, "Very well, I will crush Optimus Prime and then I will crush you!" Megatron pointed his finger at Discord.

Discord smiled and looked at Optimus with intent. Prime thought for a moment and was deciding against it.

That is until he heard the whimpering.

Optimus Prime turned to his left and saw the horror placed in front of him. Bumblebee laying on his side, his entire back scorched, and not a single movement coming from him. Optimus stepped forward and fell to both knees, he saw his pony friends crying by Bumblebee. They looked up and saw Prime bringing his hand down on Bumblebee's face.

Optimus brought Bumblebee onto his back and held his head up with his right hand. Prime clutched Bumblebee's hand with his own and held him like that. After a few seconds, Optimus finally spoke.

"Bumblebee........brother.....you gave up your life to protect the innocent......you are the bravest Autobot I ever knew......goodbye....my brother."

Twilight knew that Optimus Prime was hurting, he had just lost his teammate, no, Bumblebee wasn't his teammate, he was his brother. They were all brothers. Now Twilight understood, Megatron was Optimus' brother, Sideswipe was Optimus' brother, and Bumblebee..........was his brother.

They were all family in their war they told them about. They would fight to the end, even if they lost their family, they would never give up. Twilight would have never thought that these Autobots could be this brave, losing your family in the war, that's taking too much.

Twilight and her friends came back to reality to see Optimus dropping Bumblebee's hand and shaking with anger. Optimus Prime looked at The Mane 6; they backed away when Optimus looked at them.

This wasn't the calm, peaceful robot they came to know, Discord had taken his friend, his brother, away from him, and Optimus was pissed.

As Optimus Prime got up, they could see him clenching his fists as he walked forward to Discord. Discord actually felt uneasy as Optimus walked toward him. Finally, when Optimus was not but ten feet away, he looked at Discord and spoke.

"I accept your challenge."

Discord suddenly smiled again and said, "Excellent."

With a snap of his fingers, the lightning bolt above struck the ground around Optimus and Megatron, creating a very large circle in the around them. When the lightning stopped, Discord raised his glowing fist and the ground began to tremble. Suddenly, the giant circle created by the lightning, rose up. The ground broke apart, separating the circle from the rest of the ground.

A gigantic piece of concrete the shape of a circle rose up from the ground, carrying Optimus Prime, Megatron, and Discord. It kept rising with each second.

The Decepticons and Autobots were fully awake now and staring in awe at the massive piece of concrete rising with the two leaders on it. Megatron looked back down and shouted, "Shockwave, you're in charge now!!!"

Shockwave chuckled and said, "Excellent."

"Ugh again?" Starscream grumbled and nudged Soundwave.

Shockwave looked back and shouted, “Soundwave, transform!”

Soundwave acknowledged by transforming into his boom-box form, “Affirmative.” All of a sudden, a strange type of sound was coming out of Soundwave’s form….it was a song.

‘You got the touch!’

‘You got the power!’

Starscream grumbled and shouted, “Why this song?!”

Shockwave turned back and said, "When you actually prove yourself to Megatron, you may choose the soundtrack!”

Silverbolt kept staring at the massive floating concrete, until he heard the beeping of many horns. The Autobots turned around to see the rest of the Autobots in their vehicle modes. Each one transformed and walked closer to the Dinobots, Aerialbots, Jazz, Ratchet, Jetfire, Blaster, and Perceptor.

"What's going on?!" Wheeljack asked.

"Optimus and Megatron are going to do battle; winner gets to fight Discord for The Matrix!" Jazz told the large group of Autobots that just arrived.

As Perceptor noticed the group, he had to count them up so all the Autobots were here. He looked at the group and said, "Let's see....there is Ironhide, Wheeljack, Sideswipe, Cliffjumper, Hound, and Warpath. All the Autobots are here!" Perceptor announced.

Hound stepped forward and activated his scatterblaster, "Well what are we waiting for? Let's help Optimus and-"

"No, Hound," Ratchet interrupted, "that is Prime's battle."

Hound nodded in agreement and put his gun away, Ratchet help up his hand to Hound and said, "Now, now, you might want to keep that gun out."

"Why?" Hound asked.

Ratchet faced the Decepticons who were preparing their weapons and glaring at the Autobots. He turned back and said, "We might have a fight on our hands."
________________________________________

When the floating concrete reached an approximate level above the buildings, Discord snapped his fingers and sat in his throne that just appeared. He placed The Matrix at the top of the throne where it sat perfectly. He snapped his fingers and a glass appeared in his hand.

He drank the chocolate milk that just filled up the glass and said, "Now, this battle will be between Optimus Prime and Megatron, no other bot can interrupt or I destroy The Matrix, there will be no trying to attack me or I will destroy The Matrix, anything else goes!"

Discord sat up and said, "Now, choose your weapons!"

Megatron looked at Discord and then Optimus; he pulled out a staff that transformed into a long sword. Optimus recognized the sword immediately, it was the sword that Megatron had used to fight Optimus on The Ark. Optimus Prime knew what weapon he wanted, he pulled out a staff and it transformed into the sword he used to battle Megatron on The Ark.

Discord clapped his hands together and said, "Now then, weapons have been chosen, rules have been laid out, there is nothing else to explain. FIGHT!!!"

Optimus got in a ready stance while Megatron just stood there clutching the sword. He looked at Prime with an intense glare that seeped through Optimus' optics.

Megatron sighed and said, "Optimus, why do we keep doing this? Why risk your life for this horrid world?"

Optimus stood normally and answered, "Because it is the right thing to do. Freedom is the right of all sentient beings, and I will give up my life to protect them."

Megatron frowned and said, "Freedom? FREEDOM?! HAHAHAHAHA, oh Optimus Prime, you're so weak! Protecting this land of pathetic excuses for life!"

"The ponies are a proud and noble race, which is why this world must survive." Optimus retorted.

Megatron chuckled and asked, "That reminds me, why you didn’t just finish me in that forest?"

Optimus was taken aback by this. Megatron continued.

"I was damaged and yet you spared my life, you could've ended it all right there, none of this would have ever happened, Bumblebee would still be alive!" Megatron yelled.

Optimus clutched his sword in anger from the mentioning of Bumblebee's name. Megatron was smirking, Optimus knew what to say.

"The reason I spared your life is because I knew you were weakened." Optimus answered.

Megatron stopped smirking and yelled, "I was not weakened, I was injured!"

Optimus continued, "You were so pathetic Megatron, begging Soundwave to save you, it only proves that you are truly weak."

"Shut up!!!!" Megatron roared. Discord chuckled in delight.

"Ohhhh, tension!" Discord chuckled and ate some popcorn that appeared in his hand.

Optimus continued, "When I looked in your optics, I saw... fear. You were afraid, Megatron, afraid of death."

"I fear nothing!!!!" Megatron yelled.

"I spared you because I didn't want to become what you did, a monster, killing those who are weaker than you, giving them no choice, I would rather die than become you." Optimus finished.

"ENOUGH!!!" Megatron yelled and smashed his foot on the concrete. He held his sword in front of him and said, "I will finish you off once and for all, and then this world is next!!!"

"We will see about that, Megatron." Optimus held his sword out front and said, "By the end of this day, one shall stand, one shall fall."

Optimus Prime and Megatron glared at each other as a lightning bolt struck in between them. Discord was enjoying every second of this.
________________________________________

As most of the storm clouds were floating directly above the floating concrete Prime and Megatron were on, The Mane six were still sorrowing at the loss of their friend. Bumblebee laid in front of them, dead, there was nothing the ponies could do for him now. All they could do was sit by his body and comfort each other.

Twilight finally spoke through the tears and said, "Bumblebee, he gave up his life to save us. It's all our fault he's dead."

Rarity put her hoof on her shoulder and assured her, "It's not our fault, Discord killed him with that thing he did."

Rainbow growled and said through clenched teeth, "When I find Discord, I'm gonna.....I'm gonna..." Rainbow Dash broke down into tears again. Applejack hugged her which calmed Rainbow down a bit.

The Mane six cried again and held each other as they sat by Bumblebee's dead body.

That is until they heard static.
________________________________________

WEAPON SYSTEM ONLINE. OVERSHIELDS CHARGING UP. VOICE CHIP DISFUNCTIONAL. OPTICS AT 67%.

Bumblebee had taken quite the hit, that blast nearly killed him. As his systems were coming back on, Bumblebee still didn't know how he survived.

OPTICS AT 97%.

Bumblebee's optics were flickering, but he could still see his friends, Twilight, Fluttershy, Rainbow, Pinkie, Rarity, and Applejack. Thank Primus they survived.

OPTICS AT 100%. COMPONENTS FULLY CHARGED. AWAKEN.

As Bumblebee's vision cleared, he lifted up his head and was trying to get up.

Except for the fact that he was pelted by hugs and kisses.
________________________________________

Twilight and her friends looked up to see Bumblebee's eyes flickering blue. They gasped and got in closer. Soon enough, Bumblebee's eyes were blue yet again. The mares couldn't believe it, Bumblebee lived! He survived that massive explosion and was alive!

Before Bumblebee could get up, Twilight, Fluttershy, Rainbow, Pinkie, Rarity, and Applejack tackled him. Bumblebee sat up with his hand while the ponies were hugging his arms and face, nuzzling his chest, and kissing his metal cheek.

Bumblebee smiled and embraced each of them; he put them in front of him while Twilight was in a frenzy of questions.

"How did you live? Where did you go? What are we supposed to do now? When are we-" Bumblebee put his finger on her lips, silencing her.

Fluttershy walked up to Bee and said, "I thought we lost you, that...that you were dead. But how did you live?"

The pony’s only answer was a shrug. Fluttershy smiled with tears in her eyes and said, "It doesn't matter, as long as you're still here, Bumblebee."

Bee smiled and rubbed her mane which only caused Fluttershy to blush. Bumblebee sat down and put a hand under his chin, thinking of an idea. He didn't have to think long.

"Decepticons, attack!!!!"

Bumblebee looked behind him and saw Shockwave pointing at the Autobots. The army of Decepticons charged forward shouting battle cries. The Mane 6 panicked, not knowing what to do. Bumblebee knew exactly what to do.

He stepped in front of the ponies and jumped in mid-air. He made a changing noise and landed on the ground in vehicle mode. The ponies got closer and saw Bumblebee open his car door. After several seconds, the ponies knew what he wanted them to do.

The six mares climbed in and got in the seats. Twilight was in the driver's seat, Rainbow was in the passenger seat, Fluttershy was in the middle of them. Behind them, Rarity took the window, Applejack was in the middle, and Pinkie took the other window.

Twilight looked forward and saw the black visor of the windshield rise up, the windshield was now clear, giving the pony’s full sight of where Bumblebee was going to take them.

The ponies fell back into the seats when Bumblebee hit the gas. Bumblebee drove straight for the Autobots so he could get the ponies to safety. As he drove straight down, Rarity looked behind them and saw a flying Decepticon chasing them.

"Bumblebee, darling, we got company!" Rarity screamed. Bumblebee drove faster to lose the Decepticon.

"You're not getting away that easily, Bumblebee!" Thundercracker yelled in his jet from and fired several missiles at Bee. The ponies screamed as Bumblebee swerved to dodge the missiles.

Rainbow Dash looked out the window and saw another Decepticon car right beside them. The car moved in and rammed the side of Bumblebee. Dash fall back into the seat from that hit and looked again to see the Decepticon transform and run right beside them.

"Remember old Barricade, Bumblebee?!" Barricade yelled and smashed Bumblebee's side again.

Bee had enough and hit the brakes; Barricade and Thundercracker went past Bee and slowed down themselves. Bumblebee hit the gas and drove straight for Barricade. The ponies were terrified when they thought Bee would ram the Decepticon, but he didn't.

Bumblebee activated his vehicle weapons at the top of his car and shot several bullets at Barricade. The Decepticon fell back from the shots and landed in some rubble. The ponies cheered as they drove past Barricade and were getting nearer to the Autobots.

Bumblebee still couldn't shake the Decepticon seeker on his tail. When they were getting nearer and nearer to the Autobots, Rainbow Dash squinted and saw Grimlock walking forward with his sword, ready to fight the Decepticons.

Rainbow puffed out her chest and shouted, "Grimlock, we could use some help here!!!"

Grimlock looked forward and saw Bumblebee being chased by Thundercracker. His optics barely caught the little blue pony waving from the window.

"Rainbow Dash…? No stupid Decepticons hurts Rainbow Dash!!!” Grimlock yelled.

Grimlock lifted up his sword and brought it to the ground. The sword stuck allowing Grimlock to transform. He smashed both fists into the ground, causing the tail to form from Grimlock's legs. The rest of Grimlock's body transformed and allowed the T-Rex head to erupt and roar so loud the remaining windows broke.

Grimlock stood by waiting for Bumblebee and the ponies, roaring even louder. Bee took that as a sign to hurry the slag up!

Bumblebee drove right under Grimlock's legs and stopped by the Autobots. He opened the doors so the ponies could get out. When they did, The Mane 6 looked as Thundercracker flew straight for Grimlock's head!

Grimlock reacted quickly and caught Thundercracker in his jaws and used the momentum that Thundercracker had to fling him into the nearest building. Thundercracker crashed into the building with a loud explosion.

Grimlock roared in victory and looked down to see Rainbow cheering for him.

"That was so totally awesome!!!!" Rainbow Dash squealed.

Ironhide stepped forward and shouted, "Autobots, attack!!!"

The large group of Autobots charged forward, most transformed, while others just shot and ran. The Aerialbots all transformed and took to the skies. The Dinobots transformed and charged forward. Snarl and Slug charged forward with their heads down and ready to ram any Decepticon in their path, meanwhile, Grimlock and Swoop stayed closer to the rest of the Autobots knowing they could help them fight better. Bumblebee, Ironhide, and Ratchet stayed behind with the ponies.

"Okay, Bumblebee," Ratchet was telling him, "Optimus will need The Elements of Harmony when he gets The Matrix back! Your mission is to get to Optimus while protecting the ponies!"

"Uhhh, Ratchet?" Ironhide tapped his shoulder, "You might want to look at that thing Discord just made."

Ratchet turned around to see the flying concrete arena Discord made suddenly floating away from the battle. It was floating on its own! Ratchet turned towards to Bumblebee and said, "Change of plans, Bumblebee, you are to follow that thing wherever it goes and protect the ponies while doing so!"

"Aren't you coming?" Twilight asked.

Ratchet shook his head and said, "We have to stay and fight the Decepticons, now go, the concrete arena turned south! Go down that road!" Ratchet pointed towards the empty road to their right. "Good luck, Bumblebee."

Bumblebee saluted and activated his neutron assault rifle. The ponies nodded and followed behind Bumblebee as he jogged towards the road. When Bumblebee and the ponies were out of sight, Ratchet turned towards Ironhide and asked, "You ready, old friend."

Ironhide cocked his blaster and said, "Ready as I'll ever be."

Ratchet and Ironhide raced down the street to hold off the Decepticon army.

Bumblebee had quite the mission ahead of him.

The Silenced Autobot

Optimus Prime and Megatron were still going at it while Discord watched in amusement.

Optimus slashed and blocked Megatron's attacks while Megatron did the same. Discord was obviously enjoying this little game he had created. He had found truly the strongest of the strong, they were both equally matched when they battled, and Discord loved every second of it.

Megatron kicked Optimus in the stomach and went for his neck. Megatron grabbed Optimus by the throat and held him there. Discord leaned in for what was to happen.

"I'll rip out your functioning cycle!" Megatron roared and reached for Optimus's face. Prime kicked Megatron off of him and charged forward.

Another lightning bolt landed in front of Optimus before he could bring his sword down on Megatron. Optimus fell on his back and looked at Discord for an explanation; Discord looked innocent and said, "The storm is controlling itself, why would I ever interfere?"

Before Optimus could answer back, Megatron picked him up and threw him to the side of the floating concrete. Optimus grabbed on to the ledge and held on for dear life, knowing that fall could permanently damage his circuits.

He looked up to see Megatron pointing his cannon directly in his face. Megatron smirked and said, "I thought you would put more of a fight, Optimus Prime."

Optimus grabbed Megatron's foot and yelled, "I got a lot more fight to give!"

Optimus pulled himself up which caused Megatron to fall on his back. As Megatron looked up, he saw Optimus jumping in mid-air and bringing the sword down on him. Megatron reacted quickly and moved out of the way when Optimus brought the sword on the ground.
________________________________________

Flying high above was Starscream, dive-bombing and shooting the Autobots was his major plan until he caught sight of Bumblebee and those dreaded ponies leaving the battle.

"What the...why are they going over there?" Starscream asked himself and turned in their direction. He gasped when he saw the floating concrete arena slowly moving away. Wherever it was going, Bumblebee and the ponies were following it.

"Oh no....this can't possibly be good....I'll have to tell Shockwave....ughhh I’ll HAVE to tell Shockwave." Starscream grumbled and flew off towards the Decepticons.

He transformed and landed right by Shockwave who was standing by Soundwave and some familiar Decepticons. Starscream stood up straight and got to the point, "Shockwave, I have just witnessed Bumblebee and those stupid ponies leaving the battle and following Megatron on that flying piece of concrete!"

Shockwave faced Starscream with that disturbing purple eye.

"Optimus is on that piece of concrete, Starscream, they could planning something that interferes with their battle, why didn't you attack them?!" Shockwave yelled

Starscream smirked and answered, "I wanted to tell our temporary leader before I did anything."

Shockwave smacked his own face and turned towards the Combaticons behind him, "Combaticons, you will go on a special mission with only one objective: killing the ponies!"

"I like it already." Onslaught cracked his knuckles.

Shockwave continued, "You will be commanded by Starscream while I lead the Decepticons onward to the Autobots and then-"

"NO!" Onslaught shouted.

Shockwave took a step back and asked, "Is there a problem?"

Onslaught pointed at Starscream and shouted, "We will NOT be taking orders from him! Not after what happened last time!"

Starscream frowned and said, "Well then, I didn't want to lead you idiots anyway!"

With that, Starscream transformed and flew off towards the road to battle the Autobots. Shockwave turned to the next best Decepticon: Soundwave.

"Soundwave, you will lead the Combaticons on one mission to terminate the ponies." Shockwave told him.

Soundwave stepped towards Onslaught and the rest of them and nodded, "Affirmative. Onslaught, do you have the altered Dimensional Decimator?"

Onslaught pulled out the said device and handed it to Soundwave.

"There you go, Soundwave, all altered up like you wanted it. Now what are you gonna do with it?" Onslaught asked.

Soundwave eyed the Dimensional Decimator in his hand with interest. He faced Onslaught and said, "I will use it on the ponies, in order to do that we will need them trapped, so explain our plan to the Combaticons."

Onslaught nodded and faced his group; he began his long battle plan.

"Vortex, you and Blast Off are to do one thing: scare the scrap out of Bumblebee and the ponies. Chase them down the street they're on right now and get them in the position I want."

Vortex nodded and said, "Sounds simple enough."

Onslaught faced Swindle and said, "Swindle, get to the rooftops and follow Vortex and Blast Off. When they got Bumblebee and the ponies in position, use your nucleon charge rifle to take out Bumblebee's legs."

Swindle nodded, "You bet."

"Brawl, after Bumblebee falls to the ground and the ponies are distracted, blast all the exits they could escape from so we have them trapped." Onslaught finished.

Brawl smashed his fists together and shouted, "I like blastin' stuff!"

Onslaught faced Soundwave and said, "Soundwave and I will do the rest while the rest of you block the road so they can't escape." Onslaught pointed at Vortex and Blast Off, "Get moving you two!"

Vortex stood back up while Blast Off held his fists in the air, "Well I'm inspired." Blast Off shouted, "Let's hit it, Vortex!"

Vortex put his hands forward and said, "After you, Blast Off."

With that go, Blast Off and Vortex transformed and flew off towards the flying arena since they knew Bumblebee would be near there....even the ponies. Swindle activated his grappling hook and shot at the closest building, he was instantly pulled forward and landed perfectly on the rooftop with a little front flip to go with it. He took off after Vortex and Blast Off. Brawl transformed into his tank form and blasted an entrance through a building, several screams were heard, possibly from frightened Canterlot ponies as Brawl drove through his made entrance.

Onslaught and Soundwave nodded to each other, transformed, and took off down the road to find the flying arena. Shockwave sighed and aimed his blast cannon forward.

"Continue the assault, Decepticons!"
________________________________________

The street was quiet, too quiet. Canterlot was never this silent; then again, Canterlot was never invaded by giant alien robots. The same couldn't be said for Pinkie Pie who kept rambling on to Bumblebee about what his gun did, or if he could transform so it could be easier to get to Optimus, and of course, Bee couldn't answer anything.

Bumblebee still couldn't see the floating battle arena that Discord created, it obviously was moving fast, maybe transforming and letting the ponies get inside him was a good idea, then again, if he drove too fast, he could miss the arena.

The Mane six were getting soaked, the chocolate rain kept pouring harder with no end. All the pony's bangs were in their faces as they tried to push it away. Rarity was having another fit.

"Oh, this horrid milk is ruining my gorgeous mane!" Rarity whined. Rainbow Dash groaned and flew by her.

"You know Rarity; the milk is getting on all of us too! All our manes are getting ruined and we're not complaining!" Rainbow Dash told her.

"That's easy for you to say!" Rarity pointed a hoof at Rainbow, "You look as if you never even combed your mane!"

"Well duh," Rainbow said, "I kinda don't need to since it always goes back to its normal position."

"But what if you-" Rarity began before the cracking thunder interrupted her. It made such a loud boom, that Fluttershy squeaked in fear and flew towards Bumblebee. She landed on his shoulder and cowered by his face with eyes closed and body curled into a ball.

Bumblebee reached back with his left hand and cradled Fluttershy in it. She looked at him with fear filled eyes while Bumblebee rubbed her mane. She took this as a sign that meant 'Everything in going to be alright.'

Bumblebee looked back and placed Fluttershy with the rest of her friends. He brought a finger to his lips and pressed a button on his chest that brought out a hologram of a Decepticon symbol. The ponies nodded, understanding what he meant, 'We have to be quiet, Decepticons could be anywhere.'

While Bumblebee looked up into the skies while walking, the ponies decided to talk, but remembered to whisper.

"So, how long until we get to Optimus?" Pinkie asked pushing her wet mane out of her eyes.

"I don't know, Pinkie, remember, that thing Discord made moves. So it could be a while." Twilight answered.

Rainbow groaned and said, "Ugh, this is getting so boring just walking, or should I say, flying." Rainbow grinned looking down at Applejack.

"Oh ha, ha." Applejack faked laughed, "Borin' huh? Would ya rather us risk our lives runnin' from them Decepticon varmints?" Applejack asked, "Or is the mighty Rainbow Dash chicken?"

"Hey, I'm not chicken." Rainbow Dash raised her voice.

"Hehehe, are too." Applejack chuckled.

"Are not."

"Are too."

"Are not!"

"Are too!"

"Are not!!!"

Applejack and Rainbow Dash stopped when they face planted into Bumblebee's leg. Bee turned around and glared down at the ponies. Applejack and Rainbow Dash suddenly felt ashamed, especially after Bumblebee told them to be quiet.

Bee put his finger to his lips again, this time more sharply, when he stood up to full height, AJ and Rainbow nodded but still felt ashamed.

Bumblebee looked down feeling a bit too harsh and prepared to turn back around, until two flying objects caught his optics. He acted quickly and shot his assault rifle at the supposed Decepticons, and he was right. The Decepticons charged forward, ignoring the weak bullets hitting their armor, and getting low to make sure they were scaring them.

They succeeded.

Twilight, Fluttershy, Rainbow, Pinkie, Rarity, and Applejack screamed when they saw the two Decepticons heading straight for them; as if attempting to ram them! The six mares took off down the road while Bumblebee continued to fire.

Bee decided that it wasn't worth it and tried to catch up with the ponies, he was on a mission to protect them after all. Vortex chuckled and said, "All according to plan."

Twilight turned back around for a split second to see Bumblebee catching up to them and the two flying Decepticons getting very close. But before they could get any closer, they took off towards the skies. Twilight stopped in her tracks and tried to turn around to try and decipher what just happened, until all her friends crashed into her.

When Bumblebee finally reached his friends, he found them to be just a pile of adorable ponies struggling to get back up.

Before Bee could let out a smile, he heard a loud bang and felt a sharp pain in his leg. The mares screamed when Bee fell to one knee and clutched his pained leg, he looked and saw there was a hole in it. Did he just get shot?! Before Bumblebee could come up with an answer, he got shot in his other leg.
________________________________________

Swindle chuckled to himself as he brought his head up from the sniper. He pressed his comms link and announced, "Brawl, Bumblebee is taken out, you know what to do."
________________________________________

Bumblebee fell on his back clutching both of his legs in pain, the mares came to his side while Rainbow Dash and Applejack pushed on his back in an attempt to try and get him back up. When they actually succeeded in getting his head up, Bumblebee's optics grew wide with what he saw coming towards them.

Twilight saw this as well and turned in Bee's direction to see what he was so worried about.

It definitely wasn't good.

A giant green object with a nozzle at the front of it was heading right for them. But what was strange is what it did; it turned its nozzle and fired a strange purple ball at the side of one of the buildings. Several hundred pieces of debris fell to the ground and filled up an escape route.

Twilight still didn't know what it was doing until it shot and filled up a couple more exits.

"Girls," Twilight screamed, "we have to get out of here!"

"But what about Bumblebee!?" Fluttershy screamed with tears at the rims of her eyes. Before Twilight could answer, the green object fired one more blast and covered up the last escape.

"Oh horse apples...." Twilight muttered in defeat.

The green object faced all of Twilight's friends again and caused them to back up close to Bee. Not really as shocking but the green object transformed into another Decepticon. This one was completely green with purple slits on its body. It had a yellow visor and of course a Decepticon symbol on its chest. It had two long poles on its back as it slowly made its way towards the ponies.

Before they could back up anymore, the two flying Decepticons came from behind them and blocked their only escape. Rainbow Dash looked back and saw these hovering aircrafts.

One was brown with a glowing purple backside, while the other one was tan and red with spinning blades at the top of it. Twilight and her friends tried to back away again only to look back and see that same green Decepticon closer than before.

They were trapped!

Twilight began to whimper until she felt a nudge on her shoulder. She turned back and saw Rarity with tears streaming down her face, Rarity breathed in deeply and began, "Like you said, no matter what....we'll be through this together." Rarity held out her hoof and Twilight clutched it with her own.

Twilight and Rarity hugged each other and prepared for the deaths to come from these Decepticons. But they had something else in mind.

Twilight opened her eye slightly to see the green Decepticon backing away and allowing two more Decepticons to pass. The first one was a giant blue box and transformed into a dark blue Decepticon with a yellow visor and wheels on his shoulders. The second Decepticon looked very familiar, when it transformed Rainbow Dash scowled in disgust.

They knew this Decepticon all too well....

Soundwave.

This Decepticon stood back to full height and glared down at the Mane six. The mares backed away quickly as Soundwave's right hand pulled out some strange device that looked nothing like any kind of weapon Twilight had seen. Bumblebee got back up and cringed in pain when his legs began leaking again, he jumped in front of his pony friends and pointed his rifle at the communications officer who simply stared at him.

"Good job, Combaticons!" The blue one announced.

The Element Bearers flinched when they heard a loud crash and turned to their heads left to see a dull yellow Decepticon with a purple visor walking forward with a smug face.

"It was easy taking out that stupid Autobot!" The yellow one yelled.

Rainbow Dash looked at Bee's legs that continued to leak Energon and back at the yellow Decepticon. She frowned and shouted, "You wanna go you stupid punk?! I'll take you all on!"

Rainbow attempted to fly off and attack the powerful robotic aliens, only to be stopped by Applejack grabbing her tail and pulling her back in. Onslaught and Swindle laughed but brought their attention to the two Decepticons behind the ponies.

Both of them transformed and landed perfectly on the ground. The mares quickly took observation of them and saw that the first one was brown and had two glowing purple eyes with a chest that glowed just as purple. The second one was recognized as the Decepticon they saw when they were captured by Soundwave.

"Scaring these organics was the funniest thing I've done all day." The red and tan one stated.

Soundwave put his hand up in front of Onslaught; the Combaticon leader understood and shouted, "Combaticons, get over here where it's safe!"

The three Combaticons passed Bumblebee and the ponies while Rainbow Dash shouted taunts at them. "Ah, too scared I see huh?! You don't want any of this!" Rainbow Dash shouted.

The brown one turned around and chuckled evilly, "You definitely don't want any of THIS." Rainbow Dash was confused until Soundwave interrupted her thoughts.

Soundwave spoke, "Successful, Error: Autobot still standing, defending targets, no matter, I will finish you all off before you could reach Optimus Prime. Begin operation: Dimensional Teleportation!"

With those words said, Soundwave began pressing buttons on the device. It began to spin as Soundwave chuckled to himself, "I have altered the Dimensional Decimator, no longer will it simply kill you, but it will do something far worse...."

Bumblebee put his hand behind the mares motioning them to get away, but it was too late.

The Dimensional Decimator was fully charged and Soundwave unleashed its full fury.

"It will teleport you to a random location across the galaxy!!!!!" Soundwave shouted as he chucked the device in front of his targets. At once, the black hole came out and began to do the one thing black holes are supposed to do....

......absorb and destroy.

The six mares screamed and tried their best to run away, but to no use as they felt themselves being sucked into the small black hole. Twilight grabbed onto a lamppost and looked back to see Bee holding on the ground for dear life as he was being sucked in as well. The Combaticons were laughing insanely.

Twilight looked upward and saw the black hole. She knew black holes existed after stars would die, but she never knew it could be handled and used as a weapon. But as her grasp slowly began to slip, she heard Rarity's screams and looked straight to see Rarity being sucked right towards her!

Twilight caught Rarity's hoof with her own and held on for dear life as Rarity continued to scream. Twilight looked over and saw the rest of her friends: Rainbow Dash was using her full strength to fly the other way, but the black hole was too strong. Pinkie, Applejack, and Fluttershy's grips on the carriage broke off as they were being sucked in as well.

Twilight used her magic and teleported the crushed carriage in front of them, giving them some support. But using her last strength on saving her friends cost her grip she had.

"Twilight, you're slipping!" Rarity screamed.

Twilight panicked and screamed, "I can't hold on anymore!"

Twilight released her grip and was flung back by the intense gravitational pull. She felt herself and Rarity land on something wooden. Twilight opened her eyes and saw it was the carriage; she looked to her left and saw the rest of her friends with terrified looks.

The worst possible thing happened next.

The carriage split in half.

All six mares were sucked straight to the portal with nothing else to grab onto. Bumblebee looked up and saw his friends about to be sucked in and sent to some weird dimension all alone....

.....he could not allow this.

Bumblebee released his grip and grabbed all six ponies in his arms. His tight grasp held onto each of them as Bumblebee was sucked into the black hole. The black hole began to grow with its victims now inside, but since Soundwave altered it; it would not kill them but send them somewhere completely random.

The black hole exploded leaving a huge hole in the ground where it just was. Soundwave narrowed his head in closer and saw that it was successful, the Autobot and the ponies were terminated. Any kind of laughter from before was intensified from the Combaticons.

"That was fun!" Brawl shouted.

"Definitely one we'll have to remember!" Vortex added in.

"I sure wish I could've used some of Bumblebee's scraps to make a profit." Swindle looked down sadly.

"It doesn't matter, now that we know for sure that Megatron is safe to kill off Optimus!" Blast Off shouted.

"Good throw, Soundwave, now what?" Onslaught asked.

"Return to battle." Soundwave muttered and transformed, the other Combaticons transformed and followed him.

They drove or flew off leaving the carnage area behind.
_______________________________________

Rainbow Dash fluttered her eyes open, the sun was seeping through a small crack in the concealed area she was in. Dash yawned and stretched out her wings, that was one CRAZY dream she had.

Rainbow Dash stood up and took one step forward.

CLANG.

"What the...?" Dash looked down and stomped her hoof on the ground harder.

CLANG!

"This is weird." Dash muttered to herself, "Maybe I should go outside to see better."

Rainbow Dash placed her hoof on what appeared to be the entrance. It didn't budge. Rainbow pushed harder and it still wouldn't move. She snorted and bucked the entrance. A loud clang was heard followed by the smashing of metal against metal.

Dash peeked over her shoulder and saw a very bright light. She stepped forward and shielded her eyes from the sun's rays. She stepped out and immediately felt heat her velvet skin, she cringed but continued to move forward. The sun's rays cooled down and Dash could finally see what was in front of her.

A cliff.

Rainbow took one step and nearly fell off; luckily her wings caught her and levitated her back to the ground. Dash's breathing calmed down and she looked back at the cliff.....

Rainbow Dash gasped and put her hooves over her mouth at what she saw.

Several destroyed buildings and fires spreading all around the ground. Ashes were falling from the skies and some hit her skin. Lying all over the ground are what appeared to be several bodies of unknown creatures that Dash could not see clearly. Just this horrid scene was enough to bring tears to anypony's eyes, but not Dash's.

"Whoa...." That was all the Rainbow could manage to say.

Her thoughts were interrupted by her name being called.

"RAINBOW DASH, WHERE ARE YOU?!"

Rainbow turned around and was preparing to fly off; she took one last look at the destroyed city and gave it a respectful look before she flew off. She came to a stop and landed on the metal ground by her friends who were just relieved to see her.

"Oh Dashie, you're okay!" Pinkie shouted and hugged her closest friend.

Dash patted her back and broke the embrace, "Where are we, Twilight?"

Applejack faced the lavender unicorn and agreed, "Yeah, this place don't look anythin' like Equestria."

Twilight rubbed her head and felt an ash land on her hoof. She brought her hoof down and stared at the single ash. She faced the other way and stared at the raining ashes, lost in thought. After several seconds, Twilight turned back around and admitted it.

"I don't know...."

Fluttershy, Dash, Pinkie, Rarity, and Applejack lowered their heads in defeat. They had no idea where they were or how they could get back. They obviously weren't in Equestria anymore since all the ground around them was made of metal and that this city was on fire and war-torn.

They were lost.

Loud footsteps brought them back to reality. Twilight and her friends turned around to see their Autobot friend Bumblebee, slightly limping but okay. The six mares rushed up to him while Bee went to one knee. They hugged his chest while Bumblebee returned the embrace.

Twilight looked back up at him and asked, "Bee, where are we?"

Bumblebee gave them a sorrowful look and lowered his head to the ground. The mares didn't know what Bee was trying to tell them this time. Were they lost on another world, did they all die and get sent to this weird dimension?

Bumblebee stood back up and walked to the edge of the platform they were all on. Bee looked at the fire spread ground below him and his shoulders shrugged lower. The six mares sat next to him and Rarity patted his leg.

"It's okay, darling, we're still together." Rarity assured him.

Pinkie stood back up and said, "Yeah, and we lost the Decepti-meanies, so we could find Optimus easier now."

Bumblebee simply shook his head and closed his optics. Twilight looked back at the fire and stared at the flames that rose from the grounds. She looked back at Bee who was staring at the flames as well. Twilight couldn't tell for sure, but she thought she saw.......sadness in those glowing blue eyes of his.

Realization finally hit her.

Twilight stood back up and paced around the metal ground, her eyes as big as saucers. All the while she was muttering to herself.

"What are you doin', sugercube?" Applejack asked.

Twilight looked at her friends and back at Bumblebee.

"Bumblebee!" Twilight panicked.

Bee turned back around and looked at her with a tilted head. Twilight gulped and managed to say these words, just to see if she was correct. If she wasn't, then all would be good. If she was.......well.....let's just hope she wasn't right.

"Bee......are we.....on another world?" Twilight asked.

Bumblebee gave a slight nod. Twilight cringed at the thought but forced herself to say it.

"And.......are we......on.......Cybertron?"

Bee looked at her for several seconds until Twilight's horrible prediction had come to a conclusion.

Bumblebee nodded.

Author's Note

If any of you wanted to know there IS air on Cybertron. The proof is on the 1986 episode Desertion of the Dinobots Part 2.

A New World to Fear

The five mares gasped at Bumblebee's answer.

They were on Cybertron! The home world of the Transformers, the war-torn world of Optimus Prime and the Autobots! What were they going to do now?!

Twilight looked as if she was going to faint but shook her head to stay awake, she looked all around her.

The raining ashes, the smoke filled skies, the burning buildings, the dead bodies of several Transformers, this world has seen some bad times. Twilight trotted around her friends and kept asking herself the same questions...

'How can we survive on this planet? How do we get home? How was Soundwave able to teleport us here? Where do we go? What do we do?'

Finally, Twilight sat down and went into deep thought; she brought her head up when she felt a hoof on her shoulder. She turned around to see Rarity and the rest of her closest friends giving her sorrowful looks.

Rarity sniffed and said, "It’s okay, Twilight, we'll figure out a way to get back home."

Twilight got back up and asked, "But how, how do we get back home? My teleporting spell isn't strong enough to get us all back to Equestria."

The mares looked around and rubbed their heads, Fluttershy turned back to Bumblebee who was sitting on the ledge overlooking the fallen city. She trotted up to him and tapped his leg. Bee looked down at the familiar yellow pegasus.

"Bee...." Fluttershy shyly began, "you have been here longer than any of us. Do you know any way that we can get back home?"

Bumblebee stroked his chin and looked back at the city. How do they get back to Equestria? Bee was still in deep thought when he noticed the other ponies were sitting next to him and looking at him hopefully. Bumblebee closed his optics and tried his hardest for the best solution.

How did they leave Cybertron in the first place? They got in The Ark, they took off into space, and they flew straight into the......

Bee lifted up his head and opened his mouth, but still couldn't speak. So he just thought it...

THE SPACE BRIDGE!

That's how they get back to Equestria, they use the Space Bridge! It worked once, it could work again! All they have to do is locate the Space Bridge tower, reactivate it, find an escape ship, and escape from Cybertron!

Bee smiled down at his pony friends, they looked at him with quizzical looks until he stood back up. He motioned them to follow as he began to walk away. The mares shrugged and followed the yellow Autobot to wherever he was going.

Bee led the ponies to what appeared to be a giant bridge but destroyed beyond repair. He cautiously took several steps forward which caused the bridge to creek a little.

"Be careful, Bumblebee." Fluttershy told him.

Bee nodded and continued. He finally reached the ending and motioned the ponies to follow. Rainbow and Fluttershy flew over with ease, while Twilight, Rarity, Applejack, and Pinkie trotted across. Twilight was last to make it over.

But before she could step off, the bridge collapsed.

"AHHHHHHH!!!!" Twilight screamed as she fell to the seemingly bottomless pit below.

But she stopped falling.

Twilight opened her eyes and saw that her hoof was clapped in a giant black hand. She looked up and saw Bumblebee. He slowly lifted her up and placed her with her friends.

"Oh Twilight, are you okay?" Fluttershy asked.

"Yeah, thank you, Bumblebee." Twilight smiled at her Autobot friend.

Bee nodded and walked towards the door that blocked their path. He brought his hand to it and pressed down; suddenly the door started changing and opened up a whole new area. Twilight and her friends gasped at what they saw.

Long, body filled roads. The dead of Cybertron laid everywhere, with circuitry and Energon leaking out. That wasn't all; the buildings were even more horrific up close. They could easily see the gigantic holes in the buildings and several fires spreading. But this road was terrible. It was barely held together by any support, down below was never ending fire pits, one wrong step and they were goners.

Bumblebee calmly stepped forward to a strange looking machine, the mares got in closer to see what would happen. Bee stepped on it and began pressing buttons. The machine lit up and began to talk.

"TELETRAAN RECOGNIZES BUMBLEBEE."

Bee proceeded to press several buttons and activate many levers. The mares just sat there staring at him, not Twilight though. She was walking around and observing everything on this new world. She was actually pretty excited, being on an alien world and all. She looked over the ledge and witnessed the several miles of fire spreading all over the ground.

Twilight shivered and thought, 'Gosh, when these Autobots said they fought in a horrible war that destroyed their planet, they meant it.'

She turned her attention back to Bumblebee who stepped off the machine. He transformed his right hand into his neutron assault rifle and reloaded it. Bee smiled and transformed his hand back. He looked at all the ponies and motioned them to follow.

Bumblebee walked away with the ponies following him. He stopped and turned back around; Bee rubbed his head trying to figure out a way to communicate with them.

Bee shook his head and held up three fingers. Pinkie Pie smiled and shouted, "Are we playing charades?! I love charades, especially since last time when I-"

She was silenced by a hoof to her mouth by Rainbow Dash. Bee shook his head and held up three fingers again. The mares nodded.

"Okay, three words, got it!" Pinkie said with a determined look on her face.

Bumblebee proceeded stomping his foot on the ground repeatedly, making several clanging noises. The mares rubbed their heads in confusion until Applejack spoke first.

"Uhhh.....ground?" Applejack asked.

Bee shook his head and pointed to the buildings. Twilight looked at them and said, "Um, buildings?"

Bee shook his head again and held up his arms, he pointed all around him and back at the ground. He pointed to the skies and to the buildings. It took a few seconds for Twilight to finally come up with the answer.

"OH, Cybertron?" Twilight asked.

Bumblebee nodded and held up two fingers. Pinkie nodded and said, "Two words left!" Bee nodded and held up two fingers again. Pinkie tilted her head and said, "Ummmm....I already said two words."

Bumblebee shook his head and put up two fingers.

Rainbow Dash smirked and said, "Hehe, the number two?" The yellow Autobot nodded and held up one finger.

"Last one...okay I got this!" Pinkie said.

Bumblebee pointed at Pinkie Pie and Rarity. Fluttershy spoke up, "Rarity and Pinkie?"

Bee shook his head and pointed at Twilight and then up to the sky. Pinkie bounced around and shouted, "I know this, I know this, its Equestria right?!"

Bee smiled and nodded. The pink mare bounced around happily knowing she just got it right. Twilight though of each word that was said and she repeated it, "Cybertron 2 Equestria?"

Twilight was in deep thought thinking it over and over.

"Cybertron 2 Equestria, Cybertron 2 Equestria, Cybertron 2 Eques-OH, I get it now! Cybertron to Equestria! How do we get from Cybertron to Equestria, Bumblebee?" Twilight asked.

Bee nodded and pointed towards a group of buildings. The Mane six squinted to try and spot what Bee was seeing. Finally, their eyes came upon a large tower with long spikes at the top of it.

"Is that it?" Rainbow asked.

Bumblebee nodded.

"What is it exactly?" Twilight asked.

Bumblebee rubbed his head trying to figure out a way to explain how the Space Bridge works. Suddenly, he got an idea. Bee made a hole with his pointing finger and his thumb, representing the portal. He then brought up his other finger on his right hand, representing the ship. He then proceeded by placing his finger inside the hole, explaining how the space bridge would act if a ship went through it. The mares gasped at what Bumblebee just did.

"Bumblebee," Rarity screamed, "don't do that, it's so....dirty!"

Rainbow Dash was laughing her head off and rolling all over the ground. Fluttershy was blushing furiously with Pinkie Pie as both mares giggled to themselves. Applejack was trying to hide her blush by placing her hat over her head. Twilight couldn't hide her blush but spoke out at Bee's actions.

"Bumblebee, do you even know what you just did?" Twilight firmly asked.

Bee had no idea why they acted like that; obviously it was funny to them somehow. He just shrugged and pointed back at the Space Bridge tower. The mares shook off at what just happened and focused, Bee pointed at the tower and the back to the sky.

He then proceeded to point at Twilight, then the Space Bridge, and then the sky. He did it over and over again until Twilight realized what he was trying to tell them.

"Ohhhh.....so what you mean is that tower over there can get us back to Equestria?" Twilight asked.

Bumblebee smiled and nodded finally glad that they understood.

Pinkie Pie stepped in and yelled triumphantly, "Well what are we waiting for? Let's get to that giant popsicle stick!"

Bee rubbed his head in confusion until Rarity passed by and assured him, "That's just our darling Pinkie Pie for you." Bumblebee smiled and caught up to Twilight who felt as if she was leading the group. He stepped in front of Twilight and stopped her; the rest of the mares stopped as Bee activated his assault rifle and calmly stepped into the destroyed city.

He had to be prepared for anything.

Twilight looked back her friends who nodded her forward; she gulped and followed Bee into what remained of that Transformer city. They did pass several destroyed monuments of fallen Autobot leaders, Bee gave each of them a sad look as he trudged passed his old leaders. Pained memories came rushing back but Bumblebee focused on his mission.

He did indeed have little ponies to protect.

Twilight got closer to a fallen monument and observed the face. It didn't look anything different to any of the Autobots she has already seen but still.....this Autobot did look like the leader type. She shrugged and caught up to the group.

As Twilight observed more of the fallen statues and debris they had passed, Pinkie was obviously enjoying herself. She didn't care if they passed a dead Autobot or Decepticon; she simply waved to the dead and hopped around in the ashes.

Rainbow Dash found this great opportunity to take to the skies of this new world. She was floating back and forth, still following the group but having fun as well. She did front flips and back flips and flew over a collapsed skyscraper that was being held by another building.

Fluttershy didn't fly around like her cyan friend. Instead she slowly stayed close to Bumblebee. Fluttershy didn't know for sure, but this young Autobot and her felt.....connected somehow. And she felt happier just being near him.

Rarity was disgusted by everything around her, flinching every time she took a step, backing away from the sludge covered sides of buildings and broken down supplies. Applejack was trying her hardest to ignore Rarity's complains but that one little whine made AJ snap.

"OH NO, something sticky just dripped into my beautiful mane!"

"Gosh darn it, Rarity! We're on another world, of course it’s gonna be dirty! Now stop yer complainin' and get movin' or we'll leave ya behind!" AJ snapped.

"But.....but-" Rarity began.

"But nothin', get movin' girl!" Applejack yelled and turned away from her. Rarity whined softly to herself and took a step forward.

Only for another sticky drop to land in her mane.

"Oh for Celestia's sake..." Rarity muttered and looked up to possibly locate where the substance was coming.

Another drip landed in her eye, "OH." Rarity was shocked and rubbed her eye immediately.

A soft growl entered Rarity's ears. Her ear twitched and her body stood still. She slowly looked up to see those two beady red eyes watching her from a fallen skyscraper.

"AHHHHHH!!!" Rarity screamed and galloped towards her friends who had gotten pretty far up.

"Oh what is it now?!" Applejack yelled with an annoyed tone.

Rarity got closer and panicked, "Girls, I saw a monster! It was staring at me and wanting to eat me!"

"Calm down, Rarity," Twilight assured her, "remember what Optimus said, Cybertron is dead, and everything living on it is dead, so nothing was staring at you, it was just your mind playing tricks on you."

"No, I saw it with my own eyes! Well, technically something icky landed in my eye so I couldn't see it clearly-"

"There you go! It wasn't really there only if it seemed to be." Twilight smiled knowing she was right.

Bumblebee shuffled nervously around while hearing the ponies talk, and still he couldn't get the feeling off of him. She said she saw something staring at her......and technically......not everything on Cybertron was dead.

A loud screeched filled the air causing the ponies to cover their ears. Bumblebee looked up just in time to see a six-legged creature land right behind them. It growled with immense hunger and took a few steps forward. Twilight immediately recognized what this thing was.

"It's an Insecticon, run!" Twilight screamed only to be silenced by Bumblebee jumping in front of them.

The Insecticon leaped forward but was stopped by a foot to the face by the yellow Autobot. The Insecticon got back up and tackled Bumblebee. Both Autobot and Decepticon rolled on the ground while Bee delivered punches to its face, sending shrapnel all over the ground.

The Insecticon kicked Bee off of him and glared at the ponies with hunger in its optics. It stood back up and leaped at its meal it so desperately wanted. But before it could even touch them.....it felt a sharp pain go through its chest.

The Insecticon looked down and saw an orange blade right through his chest. Bee lifted up the Insecticon with his right arm and through him at a pile of debris. The Insecticon made a few more movements before stopping......and dying.

'Join the rest of your brothers.' Bumblebee thought to himself and put his blade back in his arm.

As the horrifying moment died out, Bee turned back towards the ponies that were shivering with fear. He smiled calmly and motioned them to come closer. They got up and slowly walked towards Bee who was giving them a small smile.

His friends could not reach him in time when another Decepticon landed right behind the yellow Autobot.

The mares backed away in fear as Bee spun around quickly with his assault rifle pointed at this strange Decepticon. It had no face....in fact; its face looked exactly like Shockwave's! Its armor was a light purple with some black armor here and there, its hands were strange, and on top of its hands were long pointed spikes.

The Decepticon chuckled and spoke, "Well, well, well......if it isn't ol' Bumblebee."

Bee cringed when he said this in his mind, 'Leapers.....I hate Leapers.' The Decepticon Leaper stepped forward and looked over Bee's shoulder.

"Ahhhh.....and you have some friends here too....what in the name of Primus are those things?"

The mares backed away slowly when Bee motioned them to do so behind his back. But before any of them could take another step backwards, a loud crash came from behind. The Element Bearers spun around to see two more of the same looking Decepticons!

One of them chuckled and moved in closer while the other one smashed his foot to the ground, causing the mares to stumble over themselves. The Leaper in front of Bumblebee moved in closer and began, "Sooooo......Bumblebee.....how long has it been?"

The other Leapers glared at the ponies with interest as the leader continued, "After you worthless Autobots abandoned your home, the Decepticons crushed any resilience left, never thought you would come back to these parts. Autobots are not wanted here anymore."

"Yeah, now let's crush them!" One of the Leapers shouted only to be silenced by a slash to the shoulder.

"Anyways..." The main Leaper continued, "Why would you come back to your home and with no backup? Oh that's right, because you're the weakest, dumbest, most worthless Autobot that's ever lived!"

"Hey, don't talk to our friend like that you punks!" Rainbow Dash shouted.

Applejack and Rarity shushed her but it was too late when the Leapers behind them growled in anger.

"You got a lot of guts you freak, but you should think twice before wanting to pick a fight with Decepticon Leapers." One of them threatened.

"Yeah, we crushed guys bigger than......than.....your faces! HAHAHAHA!" The Leaper laughed at his own joke. The mares looked at him confused until the other Leaper face palmed.

"Ugh, can't you come up with good jokes once in a while?"

"That was a good jo-"

"SHUT UP!"

The two Leapers brought their attention to their pack leader who was obviously annoyed. He shook it off and faced the Autobot yet again.

"Energon is very low; thanks to you Autobots this planet would still be alive! But your arrogance would say different because you Autobots would just never give up in the war!" The Leaper yelled at the tiny Autobot.

Bee simply stared at this Decepticon who was very close to his face now, the Leaper chuckled and asked, "Why don't you talk back, Autobot scum?"

Bumblebee clenched his fists when the Decepticon continued, "Oh yeah, that's right, you got your voice chip crushed by our leader! That mission was spread all over Cybertron, Bumblebee; the Autobot who got his voice taken away by Megatron, hilarious!"

The other two Leapers chuckled as the mares gasped. Bee looked back at them and gave them a sorrowful look, which only made them feel worse. The Leaper backed off and lifted up his spiked fists.

"Now.....we'll be very well known as the Decepticons who killed an Autobot who stood by Prime, and then we'll be finishing off your little friends back there." The Leaper pointed to the Element Bearers who cowered underneath the other Decepticons standing over them.

Bee retorted back by whipping out his assault rifle and shooting at the Decepticon Leaper, who merely laughed as the bullets sprayed off of his armor. The Leaper rushed forward and knocked Bee into a highly unstable building.

The crash created by Bee sent the rest of the building crumbling to the ground. The Leapers laughed and took their attention on the ponies now.

"I'm gonna enjoy this." The main Leaper growled and slowly made his way towards the helpless equines.

The mares tried to back away, only to be stopped by the two Leapers behind them who were chuckling to themselves. The ponies closed their eyes and just hoped that their deaths would be as painless as possible. All except Pinkie Pie who stood back up with a triumphant face.

"Pinkie, what are you doing?!" Rarity whispered at her pink friend.

Pinkie Pie turned her head back and whispered, "I got a plan, just stay with me on this." She finished with a wink and turned back towards the Leapers who were obviously enjoying this little scenario.

"Aw, so you wanna die first?"

"We can make that happen...Hehe."

Pinkie took a deep breath and looked straight at the Leaper in front of her. She smiled and shouted, "WAIT!"

They stopped and looked at her with confusion until she spoke again, "Can't I have some last words?"

One of them shrugged and said, "Fine, but make it quick."

Pinkie smiled even more and began.

"What should I do?"

The Leapers stared at her for a while, trying to process what she meant. Her friends smiled knowing it was time for the Decepticons to meet their crazy friend Pinkie Pie.

Pinkie stopped smiling and asked them again, "What should I do?"

The two Leapers looked at each other and back at this crazy alien. One of them got the bravery to ask, "Uhhhhh......what should you do?"

Pinkie turned back towards the two Leapers by her friends and shouted, "Should I lie down and give up while you Decepticons do horrible things to me? Should I stand up and fight for what I believe in? Should I write a letter to Princess Celestia telling her what is happening right now? WHAT SHOULD I DO?!"

The two Leapers flinched at Pinkie and stumbled over their words.

"Ummmm.....well maybe you could-"

"No....uh....you should-"

Pinkie faced the leader of the small pack of Leapers and made him flinch; she took a few steps forward and continued with her confusing mind games.

"Should I run away and try again tomorrow? Should my friends try to talk me out of this? Should I write a song about this whole experience? WHAT SHOULD I DO, TELL ME?!?!"

The Leaper was beyond confused; he was dumbfounded. Trying to think of an answer to this whole crazy experience was just enough time for Bumblebee to get out of the rubble and charge forward.

Bee kicked the Leaper in the face, sending him to a pile of debris; the other two Leapers came back to reality and charged at Bumblebee. The yellow Autobot took quick action and flipped one over him and attacked the other one head on.

The Leaper smashed his spiked fist to the ground where Bee was, but he was too quick and climbed up the Leaper’s arm. Bee jumped on its back and activated his assault rifle. Bumblebee shot several blasts onto the weak spot of all Leapers; the back. The Leaper roared in pain and tried his best to get the Autobot off of him, but it was too late.

The Leaper already exploded sending body parts all over the ground, Bumblebee jumped off and watched as the Leaper died. Bumblebee looked back at his pony friends who were congratulating their friend Pinkie Pie.

"Pinkie, how did you ever learn how to do that?!" Rarity asked.

Pinkie rubbed her hoof against her chest and answered, "Aw it was easy. I just had to use the LeBron James technique."

"Huh?" Rainbow rubbed her head in confusion.

"Who's LeBron....never mind." Twilight shook that idea aside and took her attention back to Bumblebee. Her friends did so as well.

Bee was looking at them; smiling the entire time. The ponies returned the smile only to be replaced by horror.

"Bumblebee, look out!" Fluttershy screamed.

It was too late.

Bumblebee didn't react quickly enough when the Leaper punched him with his spiked fist, sending him crashing to the ground. The Leaper laughed and shouted, "Too slow, Autobot!"

Bumblebee got back up and realized that there were only two Leapers left to kill.

Not a problem.

Bee charged forward and jumped over the first Leaper and landed on the chest of the second one. The first Leaper turned back and brought his spiked fist towards the Autobot who jumped away just in time. The Leaper punched his teammate straight in the face.

"OH I'M SO SORRY, are you okay?"

The leader replied with a smack to the face to his comrade.

"Fool, find the Auto-"

Bumblebee latched onto the back of the leader who reached back and grabbed Bee. He flung him over his shoulder while Bee latched onto his fist. Bumblebee flipped over the Leaper and pounded on its face. Bumblebee took a quick second to look at his little ponies.

They were petrified.

Bee lifted up his hand and motioned them to get out of here! They didn't need to be told twice and took off down the street.

Fluttershy turned back and watched in horror as Bee had been grabbed behind the back and was being held against his will while the leader slashed his chest.

"Fluttershy, where are you going?!" Twilight screamed.

Fluttershy turned back with tears streaming down her face.

"I'm going to help my friend!"

Fluttershy took off only to be stopped by a sharp pain on her tail. She looked back and saw Applejack biting her tail. Funny, Applejack thought, usually it was Rainbow Dash's tail she was biting so many times.

"You know what Bumblebee meant; we have to get out of here!" Twilight screamed.

"But.....but...." Fluttershy began only for her ears to be filled with Rarity's screams.

"LOOK OUT!!!"

Applejack yanked hard on Fluttershy's tail and pulled her in just in time for the Decepticon to land hard where she was but seconds ago. Bumblebee landed on top of the Leaper and delivered punches to its face. It tried its best to block but failed as Bee continued to punch.

The ponies watched in awe as Bee was winning over this deadly Decepticon, Rainbow Dash even wanted to cheer but didn't have enough time to.

Their expressions turned to a mixture of sorrow and horror.

Bumblebee was stabbed in the abdomen by the other Leaper.

The Leader moved his head in close to Bee's head and whispered, "You're as weak as the Autobots we wiped out on Cybertron."

As the Leaper slowly ripped out his arm, the ponies screamed when Bumblebee's body hit the ground in front of them, completely motionless. Fluttershy's breathing increased when she saw Bee slowly lift up his head towards them. He gave a soft nod and lifted up his finger.

The mares turned around and saw it.

The Space Bridge tower.

Fluttershy turned back to Bumblebee who was slowly putting his head back on the ground. Fluttershy rushed forward only to be stopped by her friends again. Rainbow Dash and Applejack held her hooves while she aimlessly flailed around and screamed.

"Fluttershy, we have to go now!" Twilight yelled at her.

"NO, NO, NO, NOOOOO!!!!" Fluttershy screamed as loud as she could.

The two Leapers got back and the leader shouted, "Get them!"

That was enough.

Rainbow Dash and Applejack had to carry Fluttershy away as she looked back and saw they were getting farther and farther away from Bumblebee, the Leapers following close behind.

Fluttershy closed her eyes and let a single tear roll down her face.

"I'm sorry, Bumblebee."

Twilight led the way as all six of them rushed through broken down buildings and under fallen statues to try and get away from these two Decepticons. Twilight took a quick look back and saw the Leapers trailing close behind.

"Twilight, stop!" Rarity screamed.

Twilight turned back but ran straight into the leg of something hard and metal. She looked up from a bloody snout and saw the Leaper now in front of them!

How did it do that?!

Twilight slowly backed away only to be stopped by her friends who couldn't move. She turned back and saw that they were surrounded by the other Leaper who blocked their only escape. Twilight's breathing increased as did the other mares as they got close together.

The Leapers moved in.

The Elements of Harmony hugged each other in a tight grasp and waited for the pain to come. Oh how Twilight wished a miracle would save them......only nothing could.

Twilight slowly opened her eyes and looked around. The Leapers were staring up at something that caught their optics; Twilight nudged her friends who slowly opened their eyes too.

"A-are we dead?" Applejack asked with a slight quiver escaping her being.

Twilight shook her head and answered back, "No.....I think we're far from it."

Twilight's friends looked up and squinted to try and see what the Leapers were seeing, but it was hard considering the sun was very bright. Twilight couldn't understand why the Decepticons just didn't kill them, they were defenseless and weak, but yet something stopped them.....

.....and Twilight soon found out what it was.

A giant being stood at the top of the building that was right in front of them. All Twilight could see were the glowing blue eyes it had. But the Leapers took immediate action.

"It's the Autobot leader, kill him!"

Twilight and her friends gasped at the words that were just spoken.

The Autobot leader.

Optimus Prime jumped down from the building and landed on the ground with a hard crash. The Leapers ran forward and attempted to kill this great Transformer.

Oh how foolish they were.

Optimus jumped over the first one and delivered a punch to the second one directly in the eye. The battle was on!

The mares still couldn't believe Optimus was here to save them! A thousand questions ran through Twilight's mind trying to figure out how this was possible, all the while she was watching this massive battle unfold. Twilight squinted and tried her best to see Optimus Prime, but it was hard considering the fact that the area the three of them fought at was dark and she couldn't see her old friend, just the outline of his body.

The battled continued until the first Leaper made the mistake of turning his back on Optimus when he was swinging his fist, Optimus jumped on his back and shot it several times in the supposed spot. The Leaper howled in pain and exploded in a bright fire.

The ponies shielded their eyes to protect themselves from the brightness, but they slowly opened them again and saw another explosion go off. The last Leaper was dead.

All was quiet......

Twilight, Rainbow Dash, Applejack, Pinkie Pie, Rarity, and Fluttershy stopped shaking and calmly looked up to see Optimus Prime clenching his fists and looking around him.

He slowly brought his attention to the tiny ponies.

Optimus took one giant step into the light and made his way to the Mane six. The equines’ expressions remained the same; shocked and happy at the same time. But their smiles faded when Optimus stepped into the light.

Instead of a happy embrace of their Autobot friend, the ponies gasped at what they saw.

This was not Optimus Prime.

Its armor was white and blue that spread all over its body, its chest was red and had three blue lines going down it. On its right shoulder was an Autobot symbol that glowed as red as the fires of Cybertron. Its head was blue and had two long white horns sticking out.

This wasn't Optimus Prime, but it sure did look a lot like him.

This......Autobot stepped forward and brought his white hand close to Twilight and her friends. The mares whimpered a bit when the hand drew close, but they calmed down when it gently scooped them all up. As the Element Bearers felt themselves being lifted up, Twilight had eyes as big as dinner plates when she was brought close to the face of this Autobot.

There she was...in this same situation before.

After a few seconds of continued silence, Twilight gulped and noticed this Autobot was tilting his head and watching her and her friends' every move.

Rainbow Dash was the first to speak.

"Hey.....y-you're not Optimus Prime."

The Autobot turned his blue head towards her and sighed deeply.

"No....I'm not.....but I sure wish I was."

Now it was Twilight's turn to tilt her head.

She gulped again and asked, "What do you mean?" Obviously, who wouldn't want to be Optimus Prime? He's brave, he's heroic, and he's the leader of the free Autobots! But this just confused Twilight even more, those Decepticons said this Autobot was the leader, were they mistaken or were they telling the truth?

Twilight had so many questions going through her mind that she almost forgot about the most important one.

"W-what's your name?" Twilight asked.

The Autobot turned his attention towards the lavender pony in his hand and chuckled. It was a kind warm-hearted chuckle; it brought a warm feeling through all the ponies, just like how Celestia used to laugh.

He smiled and repeated her question, "My name...? Hehehe....."

The Autobot looked down at each of the equines in his hand and smiled softly when he answered.

"My name........is Ultra Magnus."

Ragtag Autobots and Cities in Dust

Waiting.....

Rainbow Dash hated waiting.

Even though they were saved by Ultra Magnus and brought to this so called Autobot Camp, the cyan pegasus was bored out of her mind. Her friends felt the same way just sitting on the ground of this gigantic room Ultra Magnus had brought them to.

Rarity was busy walking around and observing all the pieces of scrap laying on the ground, whining or giving an intrigued look on each piece. She even tried to bend the pieces of scrap into something more elegant; this kept the white unicorn busy.

Fluttershy was also bored but kept her emotions inside, not wanting to make a scene of herself. Instead she just played with her hair the entire time and looking at the ground. Fluttershy still felt sad for Bumblebee, but calmed down after Ultra Magnus brought him to the medical bay in this place when they arrived.

Pinkie Pie was ecstatic being in this dimly lit room. There were chairs that were way too big for anypony but Pinkie Pie sat in them anyway; feeling like a king the entire time.

Applejack was just knocking over a piece of rubble with her hoof and playing with it to pass the time. She took a quick look at Ultra Magnus who was sitting in the top chair that faced the entire room. Ultra Magnus saw she was looking at him and turned her way. Applejack quickly looked away hoping he didn't notice her.

Twilight was the only one who was intrigued by the room they were in. Even though it was dimly lit with only one light source above them, she couldn't help but walk around the room and observed everything. The lavender unicorn came across a small statue on a little mantel. She slowly brought her hoof towards it and barely touched it.

The statue fell to the ground and shattered.

Ultra Magnus turned his head towards the blushing unicorn and simply groaned. Twilight looked back at Ultra Magnus and saw that he had a hand pressed against his temples. Twilight nervously coughed into her hoof and made her way towards this mighty Autobot.

Ultra Magnus looked down and saw the same strange purple alien looking at him with those big eyes of hers. He recognized the creatures to be female from their voices and personalities. Still, he sighed and asked, "Yes?"

Twilight nervously looked at her friends and back at the Autobot, she smiled and began, "You know, I don't think we've been introduced. My name is Twilight Sparkle."

The rest of her friends heard her and came up beside their friend and introduced themselves as well.

"I'm Pinkie Pie, thank you for saving us from those meanies!"

"The names Rainbow Dash and what you did to those Decepticons was so awesome!"

"I agree, I'm Rarity by the way, and you sure did give those brutes a lesson."

"My names Applejack, and ah do thank ya for savin' us back there."

"Oh.....ummm....I'm Fluttershy.....and thanks for helping Bumblebee.....he means a lot to us."

Ultra Magnus didn't know these things had names, but if they were sentient then they were obviously capable of many things. He smiled and said, "Nice to meet you all, those Decepticons can be real jerks huh?"

The mares nodded in agreement and Twilight was the first to ask the question that was going through all of her friends' heads.

"So....what are we going to do in here?"

Ultra Magnus suddenly remembered and pressed his comms link.

"Kup, what's taking so long? I wanted you and the group in here a cycle ago." Ultra Magnus asked.

The ponies flinched when they heard another voice come in from his radio; it was a deep cracking voice that reminded Pinkie Pie of Cranky Doodle Donkey's.

"Yeah, yeah, don't get your servos in a knot, we're coming!"

Ultra Magnus put his hand down and stared directly at the door. Another awkward silence filled the room as the Element Bearers shuffled and looked around nervously.

Suddenly, a loud screech filled the room which caused the ponies to turn around and see the door creaking. As the door was being lifted up, the mares could see five figures at the entrance. They slowly made their way into the room.

When they reached the light, the Mane six looked in awe at each one of them.

The first one was a grey Autobot with dents and scratches all over his body. The second one was a green Autobot with a smug smile on his face. The third one was a pink Autobot that had a slim body and long legs. The fourth one was a dark red Autobot with what appeared to be a yellow ribcage on its chest. Finally, the fifth one was a light blue Autobot and seemed to be walking at an abnormal pace.

They stopped when they saw the six ponies sitting on the ground and looking at them in awe. Neither the Autobots nor the ponies could say a word at what they saw, but Ultra Magnus was the one to break the silence.

"Okay Kup, have the team introduce themselves to Twilight and her friends."

The grey one, obviously named Kup, stepped forward and introduced himself, "My name is Kup, and I’m one of the oldest Autobots on this entire team."

The green one chuckled and said, "Really Kup, that's all you're gonna say?"

Kup groaned and turned around and said, "How about you introduce yourself, smart-mouth."

The green one smiled and looked down at the ponies, "My name is Springer, I'm the kind of bot who's great in a fight, unselfconsciously brave, confident, and always ready with a dead-pan sarcastic quip to lighten the moment. Someone you can depend on to ride in, save the day and be smug about it."

The red one chuckled and said, "Yep, that's Springer alright."

Rainbow Dash smirked; this guy was just like her.

The pink one stepped forward with a soft smile and said, "My name is Arcee, I'm usually the one who gets Springer here out of messes most of the time."

"Hey, that's a lie! I always fix my problems....well most of them." Springer nervously said.

Fluttershy and Pinkie Pie giggled at Springer's humor. Twilight on the other hoof was fascinated.

"Arcee...." Twilight began. Arcee looked at the purple unicorn expectantly.

Twilight tilted her head and asked, "You're voice.....it sounds.....female. Are you a....girl?"

Arcee smiled and nodded, "Yes, but female Autobots are hard to see these days, and most of them have been eradicated from the war."

Twilight gasped and said, "OH NO! How do you reproduce Transformers then?"

"Reproduce...? What do you mean?" Arcee asked.

Twilight blushed and nervously explained, "Well...on our world we need a male and female to.......well.....they help produce foals by..."

"OKAY, I don't think I wanna hear more of this." Arcee explained.

Twilight sighed and said, "Ohhh thank you."

Springer and the red Autobot chuckled to themselves which only received a glare from Arcee. The blue Autobot sped right in front of the ponies which made them flinch at his unnatural speed.

But what was most fascinating about this Autobot, was its voice.

"Hello there my name is Blurr and I'm an Autobot, obviously you could tell from this symbol on my chest but wouldn't it be weird if I had a Decepticon symbol. Speaking of the Decepticons, they are an evil bunch of Transformers who have many names, names like the Constructicons, Combaticons, Stunticons, Predacons, and Terrorcons. Speaking of the Terrorcons, they are a nasty bunch you do not want to mess with. Megatron is the leader of the hated Decepticons but he left Cybertron many, many, many, many, many, many, many years ago along with all the strongest of the Decepticons. Also did I explain how-"

"OKAY BLURR, I think you've explained enough to them." Ultra Magnus interrupted.

Blurr looked down and saw them tilting their heads and giving him an odd look. Blurr smiled nervously and said, "Sorry, I guess I talk too much considering the fact that-"

"Okay, Hot Rod, how about you go next!" Kup interrupted.

Hot Rod smiled and bent down so he could meet the pony's eye level, he still towered over them though.

"Hey there, my name is Hot Rod and I'm by far the coolest of the Autobots, not to mention one of the strongest!" Hot Rod went on about himself.

Kup groaned and said, "All I said was you had potential, not that you were a true born hero."

Springer nudged Blurr and jokingly said, "Just wait, Hot Rod is gonna be the one who ends the Cybertronian wars! HAHAHA!"

Blurr and Springer exploded in laughter while Kup simply groaned from these young bots' arrogance. Arcee smacked Springer in the back of the head, silencing him. Hot Rod sighed and stood back up; Twilight smiled and realized it was their turn to introduce themselves.

"My name is Twilight Sparkle."

"I'm Pinkie Pie."

"Rarity, it's a pleasure."

"Name’s Applejack."

"Um...I'm Fluttershy."

"And last but certainly not least, the great Rainbow Dash!"

Hot Rod nudged Springer and whispered, "Does that blue one remind you of someone?"

"Shut up."

Hot Rod chuckled only to be silenced by Kup who walked up to the ponies.

"So.....what exactly are you anyway?" Kup asked.

Before Twilight could answer, Ultra Magnus smacked his head and stood up, he walked closer to Kup and said, "Oh wow, I even forgot to ask them what they were or what planet they hail from. Look at me, how can you call me the Autobot Leader if I can't even perform the simplest of tasks."

Kup sighed and placed a hand on Ultra Magnus' shoulder, he began, "Magnus, I've known you for a long time, and I just have to say that Optimus choose you because of your heroism. You're a brave warrior, never forget that."

"Yeah...I guess..." Ultra Magnus sighed and stood in silence.

Twilight suddenly remembered what was bugging her.

"Hey, why did those Decepticons call you the Autobot Leader when we know Optimus Prime is?" Twilight asked the big white Autobot.

"Well...you see when Optimus and many of our strongest Autobots left Cybertron to find a new home using the Space Bridge, Optimus left me in charge of all the remaining Autobots on Cybertron, but times have grown very desperate. The Autobots are dying every few cycles around here without the Energon to fuel their needs. All our remaining Energon is very low and we need that for emergencies, and we just can't waste precious Energon cubes on some Autobot soldiers, we have been planning something big that we need the Energon for." Ultra Magnus explained.

"Big as in....what?" Twilight asked obviously intrigued by the history of Cybertron.

Ultra Magnus frowned and flatly said, "That's classified I'm afraid."

The lavender unicorn pouted but Ultra Magnus didn't leave her hanging.

"Anyway, after the planet's core shut down, Energon has become very valuable. We mostly steal from the Decepticons or fight over what remaining pieces there are spread over the landscape. The Decepticons' numbers are great, greater than ours that is for sure, and they have found a way of harvesting Energon without the help from the core...."

"And that is...?" Twilight motioned him to continue.

Ultra Magnus took a deep sigh before continuing, "They mine it in several Energon Mines spread over Cybertron. We have been planning an assault on one for some time now to collect the Energon we need, but driving an assault on the Decepticons would be extremely dangerous that we don't have the soldiers for."

Ultra Magnus sighed again finishing his story; Twilight sat on her rump and absorbed all his words.

"Wow..." That was all Twilight could manage to say.

Ultra Magnus smiled and said, "But enough about us, tell us where you are from and what you are."

Blurr stepped in and said, "Oh, and tell us how you know Optimus Prime and all the other Autobots because we have been DYING to know what's been going on with them."

"And those things around your necks…" Arcee added.

Applejack smiled and said out loud so all the Autobots could hear her, "We're ponies from the planet of Equestria."

"And these things around our necks are called The Elements of Harmony; they are what kept our planet peaceful for many years." Rarity added in.

"Intriguing...." Ultra Magnus rubbed his chin thinking about these Elements of Harmony.

"Ponies...?" Kup repeated the strange word, "Well that's something I'll have to remember for all my famous stories."

"OH you have stories?! Can I hear one, please, please, please?" Pinkie Pie begged at Kup's feet.

Kup chuckled and said, "Sorry, kid, but my stories are too violent for you innocent creatures to hear."

"Awwww...." Pinkie Pie whined with teary eyes but immediately felt better and trotted back to her friends.

Twilight giggled at Pinkie's humor and turned towards Ultra Magnus and the others, her friends followed knowing they could help explain everything that has happened to them in the past few days. Ultra Magnus, Kup, Arcee, Springer, Blurr, and Hot Rod sat down in the chairs that surrounded the room, the mares sat in front of them while Rarity, Fluttershy, Pinkie, Applejack, and Rainbow looked at Twilight expectantly; wanting her to start the story.

Twilight saw her friends looking at her, she gulped and began the LONG story of the Autobots' arrival to Equestria.

She deeply explained everything that has happened to them, from meeting the mighty Dinobot Grimlock, to being rescued by the Autobot Wheeljack, to seeing all the Autobots battle the Decepticons, to battling their most hated enemy Discord and so on.

Ultra Magnus was intrigued by this story, and he was glad that Optimus was still alive and well but still......these ponies left them to do battle with Megatron and the Decepticons, not like they could do anything when Soundwave sent them here.

Right before she could continue with how they survived on Cybertron, the doors opened again.

The Element Bearers and the Autobots turned to see the yellow Autobot Bumblebee fully healed and happy. The mares also saw an all new Autobot they have never seen before, this one had red and white armor and a blue visor that covered his face along with his faceplate.

This red Autobot motioned Bumblebee forward and spoke out, "Bumblebee made a full recovery; luckily he didn't lose enough Energon for us to use our emergency supply."

Ultra Magnus nodded and said, "Thank you, First Aid. Continue to the medical bay, I heard Scattershot just came back from that mission of his, it didn't turn out well did it?"

First Aid nodded and said, "Yeah....it didn't turn out well...."

First Aid left the room with the door closing behind him. Ultra Magnus brought his attention back on the ponies who were hugging Bumblebee affectionately. Ultra Magnus knew Bumblebee's mission was to protect these ponies, but he didn't know Bumblebee was this close to them.

While Fluttershy continued to hug Bee, the other mares turned back towards Ultra Magnus and the others. Twilight continued, "Anyway, when we arrived on Cybertron, Bumblebee was taking us to this tower with long spikes on the top and-"

"Wait....a tower with spikes at the top?" Ultra Magnus interrupted.

"Yes....why?" Twilight asked.

Ultra Magnus placed a hand under his chin and thought about this for a second, he looked back at the unicorn and asked, "What did this tower do exactly?"

Rarity spoke up, "Well, Bumblebee said....well he didn't actually say it but we understood him, we understood that he meant that the tower could get us ponies back to Equestria."

"Wow....a lot of vocabulary there huh Rarity?" Applejack nudged her shoulder but only to receive a glare from the white unicorn.

Ultra Magnus sat back in his chair stunned, they were going to the Space Bridge, and it definitely could get them home. Should the Autobots assist these ponies, or go about with the important mission about to happen? Ultra Magnus was still thinking this over when he realized the yellow pony was still hugging Bumblebee.

He actually heard the pony trembling and whimpering as Bumblebee held her close. These two sure did share something close. Ultra Magnus smiled and knew that he would get Bumblebee back to Optimus and the ponies back to their world.

Ultra Magnus smiled and said, "You were going to the Space Bridge, it does have the power to get you home, and we will do just that."

The pony's ears perked up and each of them beamed with joy, Fluttershy let go of Bumblebee and joined her friends in thanking Ultra Magnus.

"Wow, thank you, sir!" Twilight shouted with glee.

"Yeah, thanks!" Pinkie shouted and hugged Magnus' foot.

Ultra Magnus' smile faded and turned to a defeated expression, Pinkie noticed quickly and asked, "What's wrong?"

"Oh it's nothing, it's just that the Space Bridge was used a few days ago by Shockwave and ever since then it has been guarded by The Decepticons nonstop. I doubt we can even break the first line, let alone get you all back home." Ultra Magnus explained.

The pony's heads fell to the ground, Magnus smiled and assured them, "Don't worry, we will get you all home, I promise."

The pony's sad expressions turned into a smile of relief when Magnus said those words. Just then, the doors opened again.

Ultra Magnus and the Autobots turned their attention to the doors to see a familiar green and yellow Autobot. Twilight studied this new Autobot; he had a red helmet head and no mouth, just like most of the other Autobots. It had spiked shoulders and a green and yellow exterior.

"Yes, Cosmos, what have you to report?" Ultra Magnus asked.

Cosmos looked around nervously and stuttered, "S-sir, we f-f-found enough Energon to-"

The green Autobot stopped and got a quick look at the strange colorful creatures sitting on the ground and staring at him with open mouths.

"Uhhhhh.....what are those?" Cosmos pointed at the ponies.

Ultra Magnus shook his head and said, "It doesn't matter, Cosmos, what is the news about the Energon?!"

Cosmos brought his attention back to Ultra Magnus and said, "The Wreckers' mission was a success, we have enough Energon from the Decepticon Mine we raided to begin the operation we've been planning for stellar-cycles! Sadly.....we lost four Wreckers in the process."

Ultra Magnus stood up and said, "We will mourn them later. Autobots, let's roll!"

With that, Ultra Magnus, Cosmos, Kup, Blurr, Arcee, and Springer raced out of the room, leaving very confused ponies behind.

"Uhhh....what was that all about?" Applejack asked no one in particular.

Hot Rod stopped running and looked down at them; he smiled and said, "Just follow me okay?"

The mares nodded and took off at Hot Rod who dashed out of the room; Bumblebee followed not knowing what was going on.
________________________________________

As Twilight stayed close to the Autobot Hot Rod, she was very confused and intrigued at the same time at all the events that were happening. Red lights were flashing all over the ceiling, loud beeps were heard throughout the hallways, and several Autobot soldiers passing them gave the ponies odd looks.

Hot Rod finally led the ponies and Bumblebee to an overcrowded room filled with Autobot scientists and soldiers. Hot Rod made his way to the Teletran computer at the front of them room where Ultra Magnus, Cosmos, Kup, and several Autobot scientists were.

Rainbow Dash and Fluttershy flew up to get a better look at the computer screen while Bumblebee let Rarity and Pinkie on his shoulders so they could see. Hot Rod lifted up Applejack and Twilight with both hands and faced them towards the screen.

Twilight didn't know what she was seeing, at first it showed several glowing blue squares somehow shrinking when Cosmos pressed a button on the keyboard. The squares entered this strange object that somehow had two glowing blue sticks connecting to each other.

"What's our status?" Ultra Magnus asked an Autobot scientist who was typing away. Ultra Magnus' voice brought Twilight back to the real world and she focused on what they were going to say.

The Autobot scientist looked up at the screen and explained, "The Energon that the Wreckers successfully stole from the Decepticon Mines is now fully deposited to this fuse. We are one step closer, Magnus."

Just then, the so called fuse came out of the computer storage, the scientist grabbed the fuse and showed it to Ultra Magnus.

"The fuse is ready, Ultra Magnus. When are we going to send the assault on the city?"

Ultra Magnus looked at the fuse and took it; he looked around the room of Autobots. This was his choice, would he really risk the lives of all these Autobot soldiers for a mission that will probably fail. Then again, if they succeed, it will change the course of the war forever.

Ultra Magnus frowned and shouted, "Alright!"

The Autobots quieted down to listen what Magnus was going to say, the ponies leaned in close as well. Ultra Magnus lifted up the fuse and announced, "We have enough Energon in this little fuse to change the course of the war for the Autobots!"

The Autobots cheered as Magnus continued, "But first, we need a volunteer scout to sneak into the city which I may add in; is filled with Decepticons and plant this fuse into the main defense system so the defenses of the city can come back online!"

The Autobots looked around nervously, Ultra Magnus took notice and shouted, "Do we have any scouts?!"

There was not a sound made.

Kup nudged Magnus and said, "Our last remaining scout died off last week, remember?"

Magnus looked down sadly and muttered, "Oh yeah....I forgot.....without a scout it's impossible, no one else can sneak in and plant the fuse, and we can't just send in an all-out assault, we'll get decimated!"

The Autobots hung their heads in shame, shame that they were not experienced scouts, they had almost believed they had won the war.....but of course....there was something stopping them.

Twilight knew the Autobots surrounding them were hurting; they didn't have a scout to complete the mission that was obviously important to them. She suddenly got an idea.

"Hey!" Twilight shouted. All the Autobots turned their attention to the small equine in Hot Rod's hand, Ultra Magnus stepped in closer.

When Twilight realized all eyes were on her she gulped and continued, "Bumblebee here is a scout right?"

Bumblebee's head perked up at the mentioning of his name. The Autobots looked at the yellow bot and nodded in agreement. Ultra Magnus stepped forward and asked Bee personally.

"Bumblebee, are you a trained scout?"

His only answer was a single nod.

That single nod caused an eruption of cheers and clapping, several Autobots patted Bumblebee on the shoulders and were shaking his hand. Ultra Magnus smiled and asked, "Bumblebee, will you complete this mission for us? You would not be only helping yourself and your pony friends, but you would be helping the Autobots take it to the Decepticons."

Bumblebee nodded with a smile on his face.

The cheers grew louder as did Rainbow Dash's and Pinkie's.....but they really didn't know what they were cheering for. Ultra Magnus walked close to Bee and held out his hand, he handed the fuse to Bumblebee who gripped it in his palms.

Ultra Magnus got back to full height and shouted, "Autobots prepare the war ships for immediate attack on the city!"

Before any Autobot could make a noise or even move.......the wall at the end of the room exploded.

Fluttershy woke up to see herself laying on a dead Autobot. She shook her head to regain her senses; her ears were coming back as she heard several explosions rocking through the base followed by the screams and shouts of several Autobots.

The yellow pegasus looked forward and squinted to see Ultra Magnus and Kup shooting at something from behind her. When Fluttershy turned around to see what it was......it made her gasp in terror.

There was a giant metal lizard-like thing standing just a few feet away from her. It screeched and blocked the bullets hitting its armor. Fluttershy tried to crawl away from this horrid beast and try to make it back to her friend Bumblebee, but this monster had other plans.

Fluttershy felt a sharp pain at the end of her tail and turned around to see the jaws of this creature biting down hard on her tail and not letting go. It pulled harder and lifted her off the ground, Fluttershy screamed in pain as she was dangling above ground by her tail.

"SHOOT IT NOW!"

Fluttershy looked up to see several Autobot soldiers shooting at her! No, it wasn't her; it was the creature behind her. The monster howled in pain and dropped Fluttershy from its grasp. The yellow pegasus landed with a hard thud and looked up weakly to see this monster.

Turns out it was a Decepticon.

Its arms and legs were blue and his head and body was silver, but most disturbing was its massive jaws that reminded her of Grimlock's. The Decepticon looked down and growled, "Organic creature....must destroy!"

Fluttershy screamed and closed her eyes as the jaws came down on her. She felt a gust of wind and looked up to see the Autobot Blurr holding the jaws of this Decepticon. He was obviously struggling with his words.

"Please don't hurt them, Rippersnapper! They are an innocent race who don't belong on this planet please, please, please, please, please!" Blurr shouted.

Rippersnapper growled and threw Blurr away with his jaws. Blurr rammed into Hot Rod and both Autobots hit the side of the wall; causing it to break apart. Rippersnapper looked back down at the trembling pegasus and prepared to finish what she started.

But before he could bring his jaws down, the ground underneath him began to break apart.

Rippersnapper looked down and saw the ground shattering; he took one last look at the pony and roared when he fell to the chasm below. Fluttershy felt herself slipping as she began to fall to the chasm as well. She tried to grab onto something for support but there was nothing there.

Fluttershy pumped her wings and felt a sharp pain in her right one; she looked over and saw it was bent at an odd angle. Just as she was about to fall to the deadly chasm below, she felt her hoof being grasped.

Fluttershy looked up and saw Applejack and Rainbow Dash holding one of her hooves with their own.

"We gotcha 'Shy!" Rainbow Dash shouted and pumped her wings harder than before. As Rainbow Dash looked below to the chasm, part of her wondered why the Autobots would even build a base at the edge of a giant cliff.

Just as Rainbow Dash's wings were about to give out, she felt a hand rap around her body. Dash looked back and saw Arcee holding onto her.

Arcee cringed and shouted, "Hold on!"

Rainbow Dash felt her entire body being pulled back into what remained of the base; Dash grabbed onto Applejack's back hooves and pulled her back along with Fluttershy. Arcee lifted all three mares onto the safe ground away from the giant hole.

Fluttershy sighed with relief and looked over to see Twilight, Pinkie, and Rarity being covered by Bumblebee who fired into the opening. The timid pegasus slowly turned her head to the opening to see a giant metal bird.

Ultra Magnus reloaded his blaster and shot several blasts at the Decepticon. The bird dodged the shots and screeched, "Autobots, this is your end! You really thought we didn't know about your little plan.... Or should I say big plan! The Decepticons will tear your base apart piece by piece, leaving no Autobot left!

This Decepticon bird spread his wings and screeched as loud as he could, “I am Cutthroat and the Terrorcons will kill you and your worthless Autobots!"

With that, the Decepticon flew off and continued the assault on the Autobot base. Ultra Magnus looked down and saw Bumblebee clutching the fuse along with the ponies, he leaned down at twilight and quickly said, "We can't let you ponies stay here when we battle the Decepticons! You MUST go with Bumblebee and finish the mission!"

Twilight gasped and stuttered, "B-b-but we can't g-go with Bumblebee on a dangerous mission to-"

"You have to!" Ultra Magnus pleaded as another explosion rocketed throughout the base. He looked at Bumblebee and asked, "You will protect them.....right?"

Bumblebee nodded and picked himself up.

Ultra Magnus turned around and pried open a destroyed door. He looked back at the ponies and motioned them to go.

Like they had a choice.
________________________________________

The next thing they knew, the Element Bearers found themselves at an open runway, the heat of the sun was too much as Twilight shielded her eyes to see clearer. Ultra Magnus was slowly walking while the ashes and debris hit his armor, not caring for his own wellbeing.

Ultra Magnus stopped and turned around, he pointed at Springer and Arcee.

"Arcee, Springer, get back to the base and help hold off the Decepticons!" Ultra Magnus ordered.

Springer nodded and motioned towards Arcee, "Come on, girl, let's do this!" With that, Springer and Arcee transformed into their vehicle modes and took off towards the burning Autobot base.

Ultra Magnus turned towards Kup and Hot Rod, "You two have to stay with me!" Finally, Magnus turned towards Blurr and shouted, "We need him now, Blurr!"

Blurr saluted and pressed his comms link.

"Blurr to Sky Lynx, we really need your assistance to transport Bumblebee and the ponies to the city as quickly as possible! You remember the city we were talking about it was the one that we needed the Energon transported to! Error code 21468593! Mission is a go!"

The comms link came back with a very intriguing accent that reminded Rarity of all the snooty ponies in Canterlot.

"Once again, I, Sky Lynx, will have to save the day........you know I really don't understand half of what you're saying, Blurr."

Blurr put his hand down and nodded quickly to Ultra Magnus.

"Mission is a go sir Ultra Magnus sir!" Blurr said.

Magnus nodded and stood silently, the ponies were confused as Magnus just stood there.....waiting. Bumblebee wasn't confused, he knew who Sky Lynx was.....and he was one heck of an Autobot.

Ultra Magnus suddenly remembered what he wanted to tell Bumblebee and handed him a comms link. Bee placed it on the side of his head as Ultra Magnus explained.

"Use this comm link to tell us where you need assistance, would it be with an overcrowded Decepticon base or just a Decepticon blocking your path, we'll take it out with air fire when you place the coordinates."

Bumblebee nodded and took the comms link. Ultra Magnus turned back towards the skies of Cybertron again in silence.

As this silence continued, a loud hum was heard coming for them. Twilight turned her attention to the smoky runway and saw a massive ship heading their way. This ship was white covered and had a blue bottom side, its front had a yellow visor and on its wings were two Autobot symbols.

The ship landed calmly on the ground and made a hissing noise as it came to a complete stop.

To the pony's amazement, the ship began to transform. At first, Twilight had thought that there was an Autobot in that ship to take them to the city, but this was much more incredible. A long red tail and neck came out in its supposed spots while four red legs came out from the bottom. Its white wings sprouted and blue wings came out; making it longer.

But what was most amazing was the head that transformed into giant dragon-like jaws. The changing noise stopped and the head bent down to meet Ultra Magnus' eye sight.

"Sky Lynx reporting, Ultra Magnus." The Autobot spoke.

Ultra Magnus pointed towards Bumblebee and the ponies and said, "Sky Lynx, your mission is to transport Bumblebee and the small ponies to the city, no casualties!"

Sky Lynx nodded and said, "No problem, Ultra Magnus, anything is possible when you’re me."

With that, Sky Lynx took a few giant steps toward Bumblebee and leaned his head down, "Good to see you again, Bee."

Bumblebee nodded and walked towards Sky Lynx's side doors. Twilight, Rarity, Pinkie, Applejack, Rainbow, and Fluttershy slowly made their way towards Bumblebee, only to be stopped by the dragon head blocking their path. The ponies yelped and got closer together as this Autobot began analyzing them up and down.

The Autobot spread his wings and shouted, "I am the mighty Sky Lynx!" He brought his wings down and titled his head, "What are your names? After all we will be flying for a while."

Twilight gave a nervous smile and introduced herself, "My name is Twilight Sparkle."

"I'm Pinkie Pie, nice to meet ya!"

"The name’s Applejack."

"Rarity, the pleasure is mine."

"I'm Rainbow Dash, one of the best flyers from Cybertron to Equestria!"

"Ohhhh......I'm Fluttershy."

Fluttershy didn't really trust this Autobot from yelling too much and-

"WELL, Twilight Sparkle, Pinkie Pie, Applejack, Rarity, Rainbow Dash, and Fluttershy, you need not to worry, I, Sky Lynx, am one of the greatest flyers in all of Cybertron! You won't be harmed by any Decepticons on the way I promise you!"

With that, he turned to his side and opened his side door, a long staircase came from the door and hit the ground with a loud thud. The mares backed away from the sudden action and nervously looked at Sky Lynx.

"Well what are you waiting for? Get inside of me and we'll be on our way!" Sky Lynx shouted.

Each one of the mares gulped and slowly made their way inside of Sky Lynx. It actually looked pretty okay inside, there was Bumblebee sitting on the long metal bench and looking at his feet with his elbows on his knees. The Mane six trotted forward and sat next to him.

When they were all cozied up, the door shut on its own and many lights lit up inside, Sky Lynx's voice was heard inside of himself.

"All of you comfortable? This may be a bumpy ride."

With that warning, the Element Bearers got closer together and hung on tight to the bench. All the while, Twilight's mind was racing at a hundred miles an hour.

'How did we get into this mess? How are supposed to help Bumblebee? Why are we doing this? We can't be involved in their war.'

Realization hit Twilight Sparkle.

They were already involved in the Cybertron war when they met Optimus Prime.

Sky Lynx took one last look at Ultra Magnus and nodded. With that, Sky Lynx transformed and took off into the ash filled skies of Cybertron. Ultra Magnus turned towards Cosmos.

"Cosmos, follow them and make sure they get to the city on time." Ultra Magnus ordered.

Cosmos saluted and transformed into his shuttle mode, he took off after Sky Lynx leaving Ultra Magnus, Kup, Hot Rod, and Blurr alone on the runway. Ultra Magnus turned towards Kup and asked, "Is everything ready?"

Kup nodded and said, "Yes, now let’s hold off those Decepticons."

Ultra Magnus nodded and sighed deeply. He turned back towards the skies in silence. He turned his head slightly and spoke to his teammates.

"Commence operation: Autobot City."
________________________________________

As Sky Lynx traversed the Cybertronian skies, he had to keep a close eye to see if any Decepticons were in range. After all, they had already attacked the Autobot base; chances are they will be defending the city.

With Bumblebee and the ponies safely inside Sky Lynx, Twilight Sparkle still had that feeling in her...

...the unshakeable feeling of doubt.

Bumblebee was busy observing the fuse in his hands and didn't notice Rainbow Dash out of her seat and flying about inside Sky Lynx. Bumblebee turned his head slightly to see if Rainbow would not bump into anything important, but he soon lost interest and continued to observe the fuse.

Rainbow Dash flew past Rarity and Applejack who were both obviously annoyed by her antics.

"Dash, must you really fly while we're on a dangerous mission?" Rarity asked.

Rainbow stopped in mid-air and looked at Rarity with an annoyed expression, "Well at least I'm trying to have some fun while you five are just sitting there depressed."

Applejack frowned and said, "Rainbow, sit down now before ya knock into somethin' and probably kill us all."

Rainbow Dash laughed at this threat and said, "Make me."

This only caused Rarity to use her magic.

Rainbow Dash felt herself being brought back to the metal bench by Rarity's power. She tried her hardest to fly away by pumping her wings which only worked slightly. Rarity actually fell off the bench and skidded on the floor while Rainbow continued to fly through the inside of Sky Lynx.

Bumblebee's hearing processors caught up several complains and screams from his pony friends. He looked up and saw Twilight and Applejack yelling at Rainbow Dash to sit back down while Rarity was struggling to hold her.

The shouts of the mares were silenced by a familiar voice echoing from the ship.

"Hey what's going on in the-AHHHHHHHHHHHHHHHHH!!!!!"

A powerful tremor shot through the ship which caused the ponies to fall off the bench and roll around on the ground; trying to regain their balance. Bumblebee accidently dropped the fuse and fell on the ground as he looked over and saw the fuse rolling away.

Twilight regained her balance and shouted, "What's going on?!"

Sky Lynx answered while he swerved his body to the right side, causing the ponies and yellow Autobot to fall that way and hit the side of the ship.

"Decepticons! Decepticons all around me! I can't see clearly for there are too many of them!"

Sky Lynx swerved to his left and the ponies fell to that side while Bumblebee grabbed onto the bench. He got back in normal position and panicked, "Okay, everyone inside, stay calm and hold onto something!"

The six mares didn't need to be told twice.

Each of them grabbed onto the bench and held on for dear life as Sky Lynx twisted and turned to avoid the Decepticons. He regained his position and shouted, "I can't hold them off for long! I'll have to take extreme measures!"

With that, Sky Lynx swerved to the right and came to a complete stop. The pony's breathing increased as he slowly landed on the ground. Twilight sighed with relief but suddenly gasped when the sound of explosions came from the outside.

The doors of Sky Lynx opened up as he shouted.

"Get out now, we arrived to the city!"

Bumblebee stood back up and picked up the fuse with his left hand, he turned back and saw his pony friends standing up as well. He made his way towards them and motioned them towards the exit. Fluttershy held onto Bumblebee's arm as he stepped into the light.

The six mares' expressions turned to complete horror when they saw the battlefield displayed in front of them.

Several burning buildings fell to the ground as many explosions rocketed on the outsides of them. The skies were filled with purple flying tanks; they soon found out they were Decepticon ships. As the fires spread all over the ground not too far away, the mares could see the ships landing on the lower grounds. The ships opened up and several purple Transformers stepped out with guns in their grasp.

A Decepticon Leaper jumped in front of the Decepticon soldiers and looked up to see Bumblebee and the ponies along with Sky Lynx.

"Autobots found! Decepticons, terminate them!"

Bumblebee ducked down and pushed the ponies to their stomachs when several blasts were sent their way. The Element Bearers covered their ears when the loud bullets soared over them. Bumblebee's right hand transformed into his assault rifle, he stood up and shot downward. He got a few hits but kneeled back down when the blasts continued.

Just when they thought all hope was lost, Sky Lynx took action.

Sky Lynx roared which caused the ponies to turn around, they saw the massive Autobot spread his wings and take off towards the downward area. Bumblebee and his friends looked from their position and watched in awe as Sky Lynx decimated the Decepticon forces. Stomping and biting any Decepticon in his way was Sky Lynx's major plan, until he saw several Decepticon war ships heading his way.

Sky Lynx looked up at Bumblebee and shouted, "It's up to you, Bumblebee, and you have to continue onwards to the defense mainframe while I hold off the Decepticons!"

Sky Lynx turned his attention to the shivering ponies watching him.

"And.....I'm afraid I can't take the ponies with me."

Twilight and her friends gasped at what this Autobot just said, Bumblebee was also surprised until Sky Lynx explained.

"If the ponies come with me they will be in danger from the Decepticons. Bumblebee, you must protect them from here on out! Get to the defense mainframe; you're our last hope, Bumblebee!"

Sky Lynx flapped his wings and took off in the skies while still shouting insults to the Decepticons following. Bumblebee was left alone with the innocent little ponies.

Suddenly, Bumblebee's comm link awakened.

"Bumblebee, this is Ultra Magnus, we're patched into your optics. Everything you see we see."

The yellow bot smiled with relief as the ponies turned his way; they had heard Ultra Magnus's voice as well.

"Okay Bumblebee, you're not too far away from the defense mainframe, what you need to do is.....wait, why are the ponies with you?!"

Bumblebee couldn't answer on account of his voice defect, so Twilight decided to assist him. She teleported on Bee's shoulder and motioned her head towards the comm link.

"Ummmm...." Twilight began, "this is Twilight Sparkle, Ultra Magnus."

"How did you....never mind...why aren't you on Sky Lynx? You can't go with Bumblebee on this dangerous mission!"

Twilight gulped and began, "Well....you see Sky Lynx told us to stay with Bumblebee so he could hold off the Decepticons."

Ultra Magnus sighed and said, "Okay...fine...but stay close to Bumblebee and don't get hurt...we can't afford any
casualties....especially with peaceful organics like you."

Twilight nodded her head and stood by waiting for whatever else Magnus had to say.....it wasn't calm.

"Oh and Bumblebee, do not I repeat DO NOT let the ponies out of your sight for an astro-second!"

Bumblebee nodded while Twilight spoke through the comms link, "Bumblebee understands."

"Very well.....just continue forward and turn right, there should by a giant door with an Autobot symbol on it. Open it and we'll command you from there. Ultra Magnus out."

With that, the comms link turned off and Bumblebee placed Twilight with the rest of her friends. He gripped the fuse with his left hand and looked at his rifle replacing his right hand.

Yeah....he was ready.

Bumblebee turned his head towards the staircase and went down them; he looked back and motioned his pony friends to follow. With as much reluctance as possible, they did. Rainbow Dash and Fluttershy didn't really feel like walking and flew by Bumblebee while Twilight, Rarity, Pinkie, and Applejack walked down the huge stairs.

They came to an open area with large walls surrounding them, Bumblebee turned right and saw the door with the Autobot symbol just like Magnus said. He jogged forward and placed his right hand on the door, which was back to his hand by the way; the mares followed and sat by the door as Bumblebee worked on it.

He soon pried open the doors with his hands and picked up the fuse he placed on the ground. Bumblebee finished by having his hand transform into his rifle. He walked inside with ponies following close behind him, as Bumblebee looked back he smiled with relief.....keeping his promise.

Bumblebee walked ever so slowly forward; his rifle aimed forward and his head darting left to right. Fluttershy and Pinkie Pie were shivering when they looked on the ground and saw the remains of several dead Autobots. Twilight looked at a table that seemed to have several supplies on it, breaking away from the pack; Twilight made her way towards the table and touched it lightly.

The entire table collapsed as a dead Autobot body landed on the tiny unicorn. Twilight screamed as she heard footsteps heading her way. She looked up and saw Bumblebee lifting the body off of her, when he pushed the dead Autobot away, Twilight stood back and looked at Bee.

"T-thank you, Bumblebee." Twilight shivered.

Bee simply nodded and continued towards the light at the end of this medical room. Twilight calmed down a bit from her close encounter and followed the rest of her friends.

Applejack nudged Twilight and asked with a worried expression, "You okay, Twi?"

Twilight shivered and spoke with a low voice, "Yeah....I'm just fine."

Applejack was about to protest when they almost ran into the leg of their Autobot friend. Bumblebee was busy trying to pry open the door when he finally got a grip on it. He ripped apart the broken door pieces and walked outside into the sunlight.

Twilight, Fluttershy, Rainbow, Applejack, Rarity, and Pinkie Pie followed close behind and shielded their eyes from the bright rays of explosion plus the sun.

Bumblebee quickly got to cover as several Decepticon soldiers began firing on them. Bee motioned the ponies to get to him now and away from the bullets. The mares crawled towards Bumblebee as he put them in a corner....safely away from the firefight.

Bumblebee took one look at his friends and immediately regretted looking at their faces. Terrified. Each of them were cuddling close to each other as the bullets soared above them. Bumblebee never wanted this to happen, he just wanted them to stay on Equestria and be away from all this tragedy.

But there was nothing he could do to stop that except finish this mission.

Before he could turn around, Bumblebee got shot in the shoulder and fell to his hands, dropping the fuse.

"Bumblebee!" Fluttershy screamed and prepared to move towards her Autobot friend, only to be stopped by her other friends who brought back into the safe corner.

Bumblebee clutched his shoulder and looked back to see the Decepticons continuing to shoot.

'My turn.' Bumblebee thought to himself as he grabbed the fuse and charged forward with his rifle pointed out.

Applejack and Rainbow Dash got the bravery to look up from the metal block that protected them to see how Bumblebee was doing. Ignoring Rarity's and Twilight's complains to get back to safety, Rainbow Dash's mouth hung agape while Applejack was staring blankly at what was happening.

Bumblebee was a pure war machine.

Dodging and firing shots of his own, Bumblebee slowly but surely made his way up the ground and onto a platform surrounded by Decepticon forces. As Bumblebee was pinned down, he heard his comm link activate.

"Bumblebee, this is Ultra Magnus, the defense mainframe is straight ahead, all you have to do is plant that fuse in the hole it belongs in. After that is finished, a lever will come out right in front of you. Pull it and watch the magic happen. Ultra Magnus out."

Bumblebee deactivated his comms link and did just as Ultra Magnus ordered. He came out of his hiding spot and charged forward at the Decepticon soldiers. He may have gotten shot a few times but that didn't matter. Bumblebee dropped the fuse and jumped on one of the Decepticons. He shot it in the head and used its body as a shield to defeat the others. Bee pushed the body right at another Decepticon and shot at it, that meant only three were left.

Bumblebee got to cover as they were overwhelming him; he looked back and saw the fuse was still on the ground unprotected.

"Bumblebee, grab that fuse!" Ultra Magnus shouted through the comm link.

Before Bee could even move, the Decepticon reached forward and threw against the wall. The Decepticons chuckled and aimed their blasters at the defenseless Autobot.

"NO!" Rainbow Dash shouted as she began to charge forward, only to be stopped by Applejack grabbing her tail.

Dash looked back in mid-air and shouted, "What the hay, AJ?!"

Applejack spit Dash's tail out of her mouth and pointed forward, "Look!" Rainbow Dash turned her head and suddenly realized what Applejack meant.

A flying green object was soaring right for the Decepticons attacking Bumblebee, the Decepticons aimed their weapons at the approaching target and opened fired. The green object transformed in mid-air and shot missiles from his arms. Two Decepticons were blown to bits while the third one fell on his back; pretending to be dead.

Bumblebee got back up and waved to the green Autobot who had just saved his life, Cosmos waved back and shouted, "Anytime, Bee, now come on and finish this so we can all go home."

With that, Cosmos transformed and flew off to continue holding off the Decepticons long enough. Bumblebee went back and picked up the fuse with care. Just as he was about to place it in, the Decepticon stood up and shot Bee in the back.

As Bumblebee dropped the fuse yet again, he looked back and saw the Decepticon laughing insanely and pointing his weapon at the helpless Autobot. Rainbow Dash looked back at Applejack with a pleading look on her face, Applejack raised her hooves and flatly said, "Go for it, sugercube."

Dash's smirk grew even wider than ever before when she took off at full speed at the unsuspecting Decepticon. She closed her eyes at the last second when she rammed head first at the Decepticon's chest.

"GAHHHH!!!" The Decepticon yelled in pain before falling apart and dying. Rainbow Dash rubbed her head and smiled when she had just won.

"WOOOOOHOOOO!!! Go Rainbow, go Rainbow, it's your birthday, it's your birthday, WOOOHOOOO!!!" Rainbow Dash cheered for herself and spun her hooves in a circle formation.

Bumblebee picked himself up and grabbed the fuse. He turned back at Dash who was still cheering; he flashed a smile and made his way towards the defense mainframe. Rainbow stopped cheering when she looked down and saw her friends shaking their heads.

Rainbow blushed and landed on the ground, Twilight and the others turned their heads towards Bumblebee when they saw him place the fuse inside the defense mainframe. A lever popped out of the ground as Bee brought his hand towards it. He slowly brought it down and watched as the entire city began to change with cannons popping out of all the upper portions.

"Finally..." Twilight muttered under her breath.
________________________________________

The computers flashed all around as Ultra Magnus, Kup, and Blurr were paying ever so close attention to Bee placing the fuse inside. They witnessed from Bee's optics as he looked up and saw several cannons and auto turrets activating and shooting at the attacking Decepticon forces.

"Ultra Magnus sir, the city is flowing with Energon yet again from all upper decks to the lower platforms. As you can see from the defense turrets, they are already taking action on attacking the Decepticons." Blurr explained with that speedy voice of his.

"That's the best news we've heard all day, Blurr." Ultra Magnus said and flinched when another explosion was heard inside the base, they were still under attack after all.

Kup turned away from the computer and faced Ultra Magnus when he asked, "Okay the city is up and running under Autobot command yet again, now how in Primus' name do we activate the one thing we need in winning this war?"

Ultra Magnus faced the computer again and saw Bumblebee staring at a giant cannon being transformed not too far from him. He frowned and said, "Optimus brought him back to life somehow.....maybe.....maybe if Bee goes back; he can locate the entrance that leads to the bowels of the city.....and hopefully....he finds what we're looking for."
________________________________________
Bumblebee and the mares watched as the giant cannon transformed in front of them; but stopped when it was in position.

"Hey," Pinkie began, "isn't that thing supposed to attack the Decepti-meanies?"

On cue, Ultra Magnus' voice answered.

"Bumblebee, you did a good thing for the Autobot cause. Now how about you have some fun, you see that giant cannon in front of you?"

Bumblebee nodded eyeing the cannon up and down.

"Take it for a spin and wreck a Decepticon for me. After that, travel the city and take out any remaining Decepticons there. Ultra Magnus out."

Bumblebee smiled deviously as he made his way towards the cannon. The six mares followed him as he made his way towards a square like platform. Bee stood on the platform and too the pony’s amazement it began to fall to the ground slowly. He quickly looked at them and motioned the ponies to follow him.

Fluttershy jumped down and landed in Bee's arms. Twilight grabbed Rarity and Pinkie as she teleported to Bee's position with them. Rainbow Dash picked up Applejack and flew down to meet the rest of her friends who were waiting for them. They arrived in a glowing red hallway that sparked everywhere. Bumblebee placed Fluttershy with the rest of her friends and made his way forward. Before any of the mares could take a step, a deep voice filled their ears.

"ARTILLERY OFFLINE."

Bee turned back to make sure his friends had followed, he soon made his way to a tiny drop into another deeper area. He turned the other way and saw Twilight and the rest of them standing by his side. He jumped down and held out his arms while Twilight, Pinkie, Applejack, and Rarity jumped into his arms. He gently placed them on the ground and saw as Fluttershy and Rainbow Dash flew to meet up with them.

Bumblebee faced the continuing hallway and ducked under some circuitry, the ponies stayed close to him not knowing what to expect in these scary hallways. Bumblebee came to a stop and turned left to see the end of the hallway......with the door he was looking for.

Bee rushed forward and pried open the doors with his hands. He ran inside with the ponies trying their best to keep up. All six of the mares almost fell off the little ramp but turned right and galloped into the new area Bumblebee had just ran into.
Twilight cringed when she stepped outside into the burning sunlight.

All of six of them saw Bumblebee sitting on that giant cannon thing and aiming downwards. Pinkie rushed forward and looked down.

"Whoa, check this out!" Pinkie shouted.

The rest of the girls trotted forward and looked down. Each of them said their own version of "whoa".

Hundreds by hundreds of Decepticons were rushing their way, followed by tanks and flying machines. A loud screech filled the air which caused the Element Bearers to look up and see the Autobot Sky Lynx flying away from several Decepticon ships.

As he flew over them, Twilight could hear his insults.

"You think you can catch the great and powerful Sky Lynx?! Bring it on!"

This Autobot really liked to brag a lot, and what he just said about himself reminded Twilight of Trixie the unicorn. The Great and Powerful Trixie.....the Great and Powerful Sky Lynx.

'Ughhh....there's always one of them.....even on different worlds.' Twilight thought to herself.

Twilight's thoughts were interrupted by Rarity poking her shoulder and seeing all her friends facing to the left. Twilight did the same and backed away with her friends when they saw what Bumblebee was doing.

Bumblebee sat on what appeared to be some kind of seat and he was lifted by it. Bee sat perfectly in a good position and began typing on his little keyboard in front of him. The next thing that happened caused the six mares to flinch.

The gigantic cannon begin to spin as a giant red ball of energy exploded out of the nozzle; causing all the ponies to cover their ears. The ball of energy collided to a Decepticon transport ship and destroyed it immediately. Bee smirked and continued the assault. Rainbow Dash's ears got used to the explosions and she flew over to the side to see what kind of damage Bee was causing.

It was incredible.

The tattered battlefield below filled with hundreds of Decepticon troops and tanks were no match to Bumblebee's massive cannon. With every shot, many Decepticons flew into the air and landed on the ground dead. After another tank exploded, Rainbow Dash was getting over excited and began shouting.

"WOOOHOOOO!!! Show those Decepti-creeps, Bumblebee!"

As Bumblebee continued to rain fire on his helpless enemies, the other mares came to Dash's side and saw what she was seeing. It certainly was incredible. Bumblebee fired another blast and destroyed a Decepticon transport ship. This caused the ponies to cheer him on.

"Go Bee, go Bee, go Bee!" Pinkie Pie cheered and made a circle formation with her hooves.

"Show them varmints whose boss!" Applejack screamed and waved her hat in the air.

Rarity faced the onslaught in disgust and whined, "Normally I wouldn't prefer such horridness to be shown in front of me but......SHOOT THEIR HEADS OFF!!!"

"yay." Fluttershy whispered.

Twilight faced Bumblebee and shouted, "Bumblebee, you're doing it, I see the Decepticons retreating!"

It was true, the Decepticons realized that this was not worth it and began running away. The tanks drove off and the air ships began flying over while Bumblebee took out the stragglers. The cannon stopped spinning as Bee read the words on the screen.

OFFLINE.

The seat allowed Bee to land back on the platform where he was greeted by Rainbow Dash giving him a hoofbump.

"Good shooting, dude!" Rainbow congratulated him. Before Bee could acknowledge her, his comm link activated.

"Great shooting, Bumblebee, the Decepticons are retreating but not the dropships. Sky Lynx is too busy holding off the stragglers so you have to take out all the remaining Decepticons in the city. After that is done, await further orders. Ultra Magnus out."

Bee nodded and motioned his pony friends to follow; they nodded and got close behind him. But when Bumblebee passed through the entrance he had come from.....

......the door closed on its own.

Twilight, Fluttershy, Pinkie Pie, Rainbow Dash, Applejack, and Rarity gasped and knocked on the door with their little hooves as hard as they could. Bumblebee looked back and saw the ponies weren't with him but trapped on the other side.

In panic, Bumblebee punched the door as hard as he could but nothing happened. Before he could do anything else, his comm link activated again.

"Bumblebee, I saw everything, you have to get to the ponies now before something happens to them!"

Bumblebee nodded and turned around; he had to find another way around so he could reach them. Before Bee sprinted off, all he could hear where the screams of the little ponies he had to protect.
________________________________________

Applejack bucked the door as hard as she could but screamed in pain when her hoof only made a loud clang and not denting it at all. With a little limp, Applejack sat on the ground and rubbed her sore leg. Rarity kept screaming as loud as she could while Rainbow hit the door with her shoulder in an attempt to open it. Twilight pulled her down before she could hit it again.

"Rainbow, it's no use, that door's not opening no matter what we do!" Twilight yelled.

Dash scowled and crossed her hooves in defeat. Oh how she hated losing. Fluttershy wailed in despair and repeatedly hit her hoof on the door; tears were on her face when she heard the footsteps getting quieter.

"He left us!" Fluttershy screamed and cried in her hooves. Pinkie Pie nuzzled her friend to calm her down a bit.

Twilight turned towards the timid pegasus and said, "Don't worry, Fluttershy, you know Bumblebee, he would never leave us, he's probably finding another way around."

Rarity calmed down and slowly said, "But.....what if....he can't find us?"

Twilight looked down at her hooves and finally realized it. If Bumblebee couldn't find them, they were going to die on this planet and never be able to stop Discord. His chaos would spread all over Equestria and probably through the galaxy. Discord was going to win.

Twilight looked at her closest friend and prepared to speak.

"I......maybe he can......I....I don't-"

Her words were interrupted by a deep howl.

The mares got closer together when the howl spread over all of them. They were shivering at this point but Rainbow Dash would not be known as a coward. She stood up on her back hooves and punched at the air.

"Show yourself! I dare ya to fight me!"

But nothing dared to fight the cyan pegasus, nothing dared to even harm her, it was to do something that shocked them to the bone.

The wall right beside the door sank into the ground. The six mares flinched and turned around to see a staircase transforming and leading downwards into another area deep into the insides of the city. The brave unicorn looked down the staircase and prepared to take a step.....only to be stopped by a hoof on her chest.

Rarity got her face in front of Twilight's and shouted, "Twilight, don't go into that horrid place! You don't know what's down there; it could be more of those brutes!"

Twilight pushed her friend to the side and stared at the staircase that led to the bowels of this massive city. She breathed in deeply and spoke her mind, "...I...I don't know for sure, girls, but...I think we should go down there...."

Applejack gave Twilight a look as if she was crazy and said, "Are you nuts?! This world is tryin' ta kill us!"

Twilight nodded and said in an audible whisper, "I guess I am nuts."

With that, Twilight took one brave step forward on the first step. Her friends backed away as if an explosion was imminent, but nothing happened. Twilight smiled and with a little gulp, made her way down the staircase. She looked back slightly and saw her friends in the same exact position.

Twilight frowned and prepared to take another step.....

......only for her face to be filled with pink.

"I'll help you, Twilight! I mean if you're going somewhere without my genius, you'll get lost and probably die in there!" Pinkie Pie shouted.

Twilight giggled and said, "Oh what would I do without your genius, Pinkie Pie?"

Pinkie beamed and made her way into the entrance. Twilight turned back and actually saw the rest of her friends going down the stairs. As they passed, Twilight gave each of them a thankful nod except Rarity who shivered and followed behind Twilight.

As six mares passed, the door shut behind them. Fluttershy squeaked in fear and banged her hoof on the door. She was whimpering at this point when she realized they were now trapped in this unknown area. Before Fluttershy could break down into tears, she felt a soft hoof pull her into an embrace.

Rainbow Dash stroked Fluttershy's mane with such calmness that it caused the little pegasus to stop shivering. Rainbow looked into Fluttershy's eyes and said, "It's going to be alright, 'Shy. I'll be with you the entire way."

Fluttershy wiped her nose and smiled, "Thank you, Rainbow Dash, thank you."

Rainbow nodded and held Fluttershy close as they caught up with the rest of their friends who had waited for them.
The Element Bearers made their way into the dimly lit hallway. Twilight led the way followed by Applejack, Rarity, Pinkie Pie, Rainbow Dash, and Fluttershy.....who cuddled close to Rainbow the entire time. Twilight actually had to agree with Rarity, this place was indeed creepy. But luckily they were headed for a lit hallway

Until a large door closed right in front of them followed by another deep howl.

The six equines got closer together and looked around as they noticed they were trapped......but not for long. A massive door to their left began to light up in the little crack in the center. The light spread as the door opened its sides and showed the cowering ponies what was behind it.

"That's a pretty long drop..." Rainbow muttered holding Fluttershy closer.

"Come on, girls." Twilight said and grabbed Applejack and Pinkie Pie as she teleported to the ground below with her two friends. Rainbow Dash and Fluttershy picked up Rarity and brought all three of them to the ground.

When all her friends had made it, Twilight turned around only to be greeted by a closing door.

"Great, Twilight, we're trapped again." Rarity muttered.

It was true, all the doors had closed and glowed red. But Twilight was not paying attention to that; she was more entwined with her tiara glowing softly. She looked to her left and saw Pinkie Pie's necklace and Fluttershy's necklaces glowing as well. All her friends' Elements were glowing dull at this point.

"What going on, Twilight?" Pinkie asked staring at her necklace.

Twilight's answer came from a very deep howl filling the room. All the mares got closer except Twilight who was looking around the room intrigued. Rarity looked over and whispered sharply, "Twilight, what are you doing?"

Twilight looked back at her friends and then the rest of the dimly lit room.

She answered, "I got a strange feeling.......the Elements react to this....thing. Maybe...this thing......is alive."

Any confusion before was forgotten, this confusion rocked each of the ponies' minds except Twilight's. Applejack stood by her and gave her an 'are you kidding me' look.

"Really, Twilight?" Applejack asked her, "How can THIS," Applejack knocked on the metal wall with her hoof twice, "be alive?"

Twilight ignored her southern speaking friends question and walked up forward; staring at nothing in particular, she spoke clearly and loudly.

"If you can hear me..."

"Oh here we go." Rainbow Dash groaned.

Twilight frowned but continued, "If you can hear me...you somehow react to the Elements of Harmony. I don't know if you’re alive or not but please......we really need to get back to our home world.......we need all the help we can get."

After several seconds of continued silence, Dash was about to say something smug until a deep howl filled the room yet again. All the mares' attention was brought to their rights when the door suddenly glowed blue and slowly lifted itself up.

Twilight was first to look down the dark area followed by the rest of her friends. The equines took a step back when another staircase transformed downwards into the unknown darkness.

Rainbow Dash was the first to speak.

"Okaaaay, there is some paranormal crap going on here."

Pinkie Pie gasped and shouted, "Dashie, watch your language! You could scare away the young readers!"

All her friends gave Pinkie the oddest expression they have given all day, Twilight looked directly at Pinkie and asked, "Pinkie, what are you talking about?"

Pinkie Pie raised an eyebrow with a smile and said, "Well the young readers of course! All the people who are reading this fanfiction made by JDPrime22!"

"Who the hay is JDPrime?" Applejack asked.

Pinkie beamed and said, "Oh I met JDPrime before, he's super cool and totally-"

She was silenced by a hoof to the mouth by her friend Rainbow Dash. Rainbow frowned and said, "Pinkie, I REALLY don't want to listen to this anymore. Can we just keep going or whatever?"

Pinkie Pie nodded and spit Rainbow's hoof out of her mouth. After the confusion left, Twilight gulped and took one brave step into the dark steps below. The rest of her friends followed with Fluttershy clinging on to Rainbow Dash. Just before Twilight could take another step, a bright light lit up the hallway they were walking to.

The six ponies flinched and stared at the bright light. Twilight gulped and continued to walk forward with her friends closely behind. When they came to the end of the staircase, they shielded their eyes when they turned the corner. The light was so intense that if they looked directly in, they would be blinded.

"So.....we just go to the light?" Rainbow asked.

"Ah thought we weren't supposed to go to the light." Applejack answered.

"That's only if you have a near death experience." Twilight said.

Rarity gasped and shouted, "Are we dead?!"

"No, Rarity," Twilight assured her with a hint of annoyance in her voice, "we’re not dead......I guess we just have to go forward."

"Okie dokie lokie!" Pinkie shouted and began hopping forward. The rest of her friends followed while still shielding their eyes from the blinding light. Twilight stopped and so did her friends when the same deep howl echoed through the bright room.

Twilight squinted and caught something coming out of the ground in the middle of the room.

A lever.

The six mares got a closer look and realized that it was indeed a lever. Rainbow Dash frowned and shouted, "A lever? We came all this way for a LEVER?!"

"Now calm down, Rainbow Dash, obviously we were brought here by this.....thing....ta pull this here lever, right Twilight?" Applejack asked.

Twilight was still staring at the lever and almost ignored her friend's question. She shook her head and said, "OH...oh yes...yeah I guess we do have to pull it, Applejack." Twilight looked back at her friends and began to explain how they should do this since the lever was gigantic.

"Okay, Applejack and Pinkie Pie, you two have to buck the lever so we could get it started." Twilight said.

Applejack and Pinkie nodded and began walking towards the lever; they got in position ready to buck the lever with their hooves. Twilight turned towards Fluttershy and Rainbow Dash.

"Rainbow and Fluttershy, can you push the top of the lever while flying to help out AJ and Pinkie?"

"In my sleep!" Rainbow shouted, Fluttershy merely nodded as both pegasi flew up to the back of the lever and placed their hooves on the handle.

Twilight pointed at Rarity and said, "Rarity and I will use our magic to pull the lever while the rest of you push, everypony understand?"

"Right!"

"Right!!!"

"Sir yes sir!"

"Okay."

Rarity simply nodded and stood in front of the massive lever with Twilight. The lavender unicorn's horn began to glow as a purple aura of energy formed on the handle of the lever. Rarity did the same as both of the unicorns' magic was combined.

Twilight looked up and shouted, "Now girls!"

Applejack and Pinkie Pie bucked as hard as they could on the back poles of the lever. They actually moved it a little as they were now pushing on it with both of their strengths combined. Rainbow Dash and Fluttershy pushed as hard as they could and pumped their wings to the limit only to move the lever a few inches. Twilight and Rarity began sweating as they struggled over the rusty lever with their magic.

"Keep pushin', Pinkie Pie!" Applejack yelled with sweat streaming down her face.

"Okie.....dokie....lokie!"

Dash looked over and saw Fluttershy obviously struggling.

"Come on, Flutters! Pump those wings, girl!" Dash chanted.

"I'm trying, Rainbow Dash!"

Rarity began whimpering at this point from the lever barely moving. She looked over at Twilight and was amazed to see her tiara glowing brightly.

"Twilight, your tiara!" Rarity screamed.

Twilight looked up quickly and saw it indeed. Her tiara was glowing with bright purple energy, she looked over and all her friends' Elements were doing the same. Whatever they were doing, the Elements were acting crazy. This was very strange considering they were destroyed. Another deep howl echoed through the room as the mares were pushing the lever downwards closer and closer.

"We almost got it!" Twilight screamed and focused all her energy on this single pull. Rarity did the same and yelped when she fell to the ground.

Rainbow Dash and Fluttershy pushed their hardest and flew forwards when the lever shot down. They almost landed on the unicorns but caught themselves in mid-air just in time to look back. Applejack and Pinkie Pie collapsed in exhaustion and weakly looked back to see the lever slowly shrinking to the ground.

What happened next was the most shocking thing that had ever happened to the Mane six on planet Cybertron.

The howl grew even louder and the room began to tremble. The mares got close together not knowing what was going on. The strangest thing happened next, a blue wave of energy overcame the entire room and Rainbow Dash looked at her hoof and found her outline to be light blue and her velvet skin to be dark blue.

"Twilight, what in the name of Celestia is happening?!" Rainbow screamed observing her hoof over and over.

Twilight took a while to answer as she almost fell on her face from the transforming room. She looked around and saw the walls shifting and about to overcome her and all her friends.

"I DON'T KNOW!!!!"

The last thing the six ponies saw was the bright light going dim and the room transforming in front of them.

Then all was black.

________________________________________

Outside in the city, Decepticons were running rampant, they shot at any Autobot trying to attack them and stopping any assault that the invading Autobots tried to commit. But before any other Decepticon could continue the assault or any tank could fire another blast.......

.......the city transformed.

The ground rumbled and the buildings shrunk down. Several Decepticons fell through the ground that broke apart in a straight line. Several buildings joined together as one and formed a large body, out of the body came a giant red light that spun up with such intensity it caused several Decepticons to actually scream in fear.

The remaining buildings built themselves up and formed large black pillars. Several Decepticons were still hanging on for dear life until they eventually let go and fell to their fates. The white buildings locked in place and opened up, out of the hole came a large cannon!

The black pillars grew higher and bigger with each passing second, red lights appeared all over the outside of the city walls as more Decepticons fell to their deaths. Two long red blasters came out of the top of this massive structure and lit up a glowing red.

The buildings formed together to a long powerful arm, the arm opened up at the end and a gigantic HAND appeared! The fingers popped out and the giant black fist clenched itself! A massive black cannon appeared at the top of the massive structure, but the most amazing thing that happened that fateful day......was the gigantic head the popped out of the top!

After all structures were set and locked in, an Autobot symbol glowed on the chest of this colossus and the massive foot lifted itself up and crushed a Decepticon tank. The tank exploded immediately as this gargantuan Autobot was complete.....
________________________________________

Twilight Sparkle, Fluttershy, Rainbow Dash, Pinkie Pie, Rarity, and Applejack have never been more terrified in their entire lives. They had no idea where they were or if they were dead or not, but Rainbow Dash knew one thing for sure: if she was dead she was going to haunt Twilight for making her come here.

But their deaths never came.

Only sunlight.

The six mares cringed at the exposure to bright rays of sunlight on their eyes that were so used to the darkness of the city debts. But they got used to it and finally realized that they were on something hard and black. Twilight looked around and actually saw the ground becoming smaller.

They were being lifted up!

The six mares turned their attention to what exactly was lifting them up. What they saw was nothing they had ever seen before....or even thought could exist! On this world were Transformers, massive robotic beings with many abilities, but since Cybertron was a big planet......it had to have big Transformers.

That's exactly what they witnessed this day.

This.....thing was the biggest and most massive structure they had ever seen in their entire lives. This thing had to be bigger than like 50 Ursa Majors combined! It couldn't be real it just couldn't! But it was. As Twilight and her friends were slowly lifted up, she had enough time to study the head of this monster. It had a snow white face and a black forehead, it had two red devil horns on its head but just like Optimus', they didn't seem threatening. Its eyes were black but going down its eyes were long black slits that looked like streams of tears. Its mouth was also a black slit with glowing red lights on it.

As the six mares suddenly came to a stop in this massive hand, all of them were too shocked or too scared to move or even breathe as this monster was staring at them. Twilight began to stand back up and so did the rest of her friends......

.....until the black eyes lit up red.

The mares yelped together and fell on their stomachs with their eyes covered by their hooves. After many seconds of silence, nopony could have the bravery to look up. All were too scared to know what this monster would do to them.

Twilight slowly moved her hoof away from her eye and looked downwards avoiding the sight of the head; her attention was brought to the glowing red Autobot symbol on the chest of this beast.

An Autobot.

Twilight's breathing slowed down as did the other girls when they saw their book-loving friend slowly lift up her head. Twilight still laid on her stomach as her head was brought back up to this Autobot holding her and her friends.

This thing didn't seem dangerous, although it was very scary; it wasn't going to hurt them. As each of the ponies slowly brought up their heads to stare in awe at this gigantic Autobot, the most amazing thing happened.

It spoke......IT........SPOKE.

When it said these words, Twilight knew that their fates were going to change on this world for the better.

"METROPLEX HEEDS THE CALL OF THE ELEMENT BEARERS."

Heed The Call

"METROPLEX HEEDS THE CALL OF THE ELEMENT BEARERS."

What?

That's the only word that ran through Twilight's mind when this Autobot said those eight words. Heed the call, what kind of call? Still, Twilight couldn't help but wanting to ask what this Autobot's deal was. With a deep breath and a loud gulp, Twilight Sparkle struggled over her words when she asked the Autobot one question.

"Y-y-you h-heed our c-c-call?"

The massive Autobot didn't answer and simply stared at the tiny ponies lying in his hand. He focused on the white one looking up and asking, "And....what call...might that be?"

Now it was his turn to answer.

The six ponies flinched when this Autobot answered in a very deep voice, his mouth didn't move which was very strange when it began to talk.

"FOR MILLIONS OF YEARS, I HAVE BEEN IN DEEP STASIS AFTER I GAVE MY LAST SPARK TO OPTIMUS PRIME AND HIS TEAM WHEN THEY LEFT CYBERTRON."

'Okay, that makes sense, why didn't Optimus tell us about this?' Twilight thought to herself as the Autobot continued.

"BUT THANKS TO YOU SIX, I LIVE YET AGAIN AND WILL USE MY PRECIOUS TIME TO DESTROY ANY DECEPTICON IN MY PATH UNTIL CYBERTRON IS SAVED."

"Coool..." Rainbow Dash whispered to herself only to be silenced by the Autobot continuing to talk.

"BUT I WILL NEED ASSITANCE ON THE WAY, AND SINCE YOU SIX HAVE AWAKENED ME, I AM AT YOUR COMMAND."

"Oh.....my.....Celestia..." Twilight muttered to herself as if trying to process those exact words correctly. It just said 'I am at your command'. That means they control this monstrous Autobot! But what do they tell it to do and why would it ever listen to them and-

Her thoughts were interrupted by a poke on her shoulder; she turned to see Rainbow Dash and the rest of her friends looking at her with wide eyes and wide smiles.

"Did you hear that?" Rainbow asked, "This thing will do whatever we say!"

"Yeah.....that's incredible." Twilight answered still shocked. Pinkie Pie jumped in and bounced around her friends happily.

"Oh, oh, oh, I want to tell it do something. Can I, please, please, please, please, please!?" Pinkie begged.

"No Pinkie," Twilight flatly said, "you're just going to make him sing a song or do a funny face or something."

Pinkie looked up and retorted back, "What are you some kind of mind reader? Because I totally was and-"

"AWATING YOUR ORDERS."

The mares brought their attention back to the Autobot titan that was watching them with intent.

Now was the time to act.

Twilight nodded to her friends who nodded back knowing Twilight would explain everything. She stood back up on all fours and stared into Metroplex's red eyes, with a single gulp she began.

"Well, we really need to get back to Ultra Magnus..."

The titan looked back up from the orders given from the ponies that had resurrected him, "ULTRA MAGNUS.....LOCATING...."

Metroplex looked beyond the tattered battlefield that lay before him, he looked beyond the Sea of Rust, and he looked beyond all that Cybertron had to offer....until he found it. The Autobot base under heavy attack from many Decepticons, inside the base was the Autobot Leader; Ultra Magnus.

"ULTRA MAGNUS FOUND. APPROXIMATE LOCATION: 64.8 MILES."

Metroplex looked back at the tiny ponies in his massive hand; he began to lower them to the ground as he was explaining what he was going to do.

"I WILL GET YOU TO ULTRA MAGNUS, STAY CLOSE BEHIND ME FOR I WILL CLEAR YOU A PATH."

As Metroplex lowered his hand to the ground, the mares looked over and saw his gigantic fingers lowering. Applejack peeked over and all she saw was a giant hill with what appeared to be black platforms spread around the area. After several seconds, the six equines finally realized it was their time to get off.

Rainbow Dash and Fluttershy hovered themselves to the white ground below while Twilight teleported her and the rest of her friends by the two pegasi. Twilight looked back up at Metroplex who was beginning to walk left; with each step he took a massive tremor rocked the ground.

Twilight faced the hill again and an explosion caught her eyes, she looked up and saw several Decepticons still roaming the city with ships flying. She looked back at Metroplex and screamed, "WAIT!!! There are Decepticons everywhere, how do WE make it?!"

Metroplex turned back slightly and answered the lavender unicorn, "LEAVE THEM TO ME, YOU MUST FOLLOW ME IN ORDER TO GET BACK TO ULTRA MAGNUS."

That was all she needed to here.

Twilight turned back towards her friends and shouted, "Follow me, girls!"

"Very well."

"Okay, Twilight."

"Yes sir, ma'am sir!"

"Whatever..."

"Shoot, Twilight, where else would we go?"

Twilight took all those as an okay and faced the deep hill in front of them, with a deep breath she took off towards the hill and almost fell from how steep it was, she soon regained her footing and found herself galloping down the hill. Rainbow and Fluttershy simply flew after Twilight, Applejack stood up on her back hooves and shouted, "Yeeha lets ride!"

With that, Applejack, Pinkie Pie, and Rarity took off down the hill and almost fell just like Twilight. They all found themselves galloping at intense speed from the steep hill and soon caught up to their lavender friend.

Twilight smiled when her friends had caught up to her and were ready to face anything now that they had this Autobot titan protecting them.....they soon lost that feeling when they turned right.

There they saw several Decepticons all lined up and shooting at the skies for some reason unknown. The six ponies stopped and cowered in fear when some began to look at them. Any type of bravery they had been lost when the Decepticons turned their way.

One of the Decepticons pointed at them and shouted, "Those are the freaks that re-awakened Metroplex, kill them!" They didn't have Bumblebee here to save them this time when the Decepticons moved in on the helpless equines.

Instead of death coming to the ponies, was pure amazement.

The mighty Metroplex came from the right and brought down his fist on the Decepticons overcrowding the Element Bearers' path. The ponies closed their eyes when the dust finally reached them from gust of wind that the fist had created. When they opened their eyes, they saw Metroplex slowly lift up his fist; several pieces of dead Decepticons fell off as Metroplex got to full height.

The mares were still in shock as Metroplex turned around and began swinging his fists at the Decepticon dropships in his way. Several explosions appeared around Metroplex as he slowly made his way forward to the city.

"Whoa, look at that big guy go!" Rainbow Dash squealed and watched in awe as Metroplex shot from his arm cannons at some unknown enemies...possibly Decepticons.

"We can watch later, Rainbow Dash, for now we have to follow Metroplex!" Twilight shouted and galloped down the very large road in front of them. The rest of her friends followed and squinted when they realized they were approaching a bridge.

The six friends stopped at the front of the bridge when they saw many Decepticons on the bridge and attempting to shoot Metroplex, except all of them screamed in fear when the mighty Autobot titan brought down his foot on the bridge, destroying it in seconds along with every Decepticon on it.

"FOOLISH DECEPTICONS." Metroplex said and made his way down the city. Applejack looked over and saw the bridge completely destroyed and no way across.

"Oh great," Applejack shouted, "now how are we gonna make it across!"

"Yeah, I mean, Rainbow Dash and I aren't strong enough to lift all of you, and Twilight can't use her teleporting spell to get ALL of us across safely." Fluttershy explained.

Just when they thought all hope was lost, a red dropship appeared in front of them.

The six mares believed it to be a Decepticon dropship but sighed in relief when the side door opened and an Autobot stepped out. He pointed at them and shouted, "Hurry jump on! The Autobots are invading the city now that Metroplex is awake!"

The dropship lowered itself to the ground and allowed all the ponies to pile in. When they stepped inside, Twilight noticed that there were only five Autobots in here along with the pilot. One of them closed the door and said, "Now hold on tight!"

Twilight and her friends clung onto the closest thing they were sitting by; Fluttershy looked up and realized she was clinging onto the leg of an Autobot soldier. The soldier looked down at the yellow pony and saw her blush behind her pink mane.

The pilot looked back and said, "It's okay, we're safe now."

The Autobots sighed in relief and looked around; one of the soldiers saw the lavender pony looking at all them with big eyes. He smiled and asked, "So you're the ones who brought the mighty Metroplex back to life?"

Twilight and her friends nodded slowly, the soldier chuckled and said, "Nice, now we might have a fighting chance."

Another soldier looked from his blaster to the Autobot that just spoke and said, "Oh yeah, what chance do we think we have against the Decepticons?"

Before the soldier could answer back, the dropship rumbled and a massive tremor spread through the ship. The ponies fell to the ground and tried to regain their structure as they heard the pilot shout, "We're hit! We're hit! Everyone brace for landing!"

But they couldn't brace for impact when they suddenly crashed to the hard metal ground below.......

...........and then everything was black.

Rarity was so dizzy. As the white unicorn slowly opened her eyes, she found out she was covered in debris and shattered pieces of metal. She whined softly as she moved her hoof through her mane, she felt pieces of scrap in her elegant and beautiful mane. Her whine began to grow louder when she realized her mane was ruined from all this horridness.

As she lifted herself up, she felt a sharp pain in her head. Lifting her hoof, she gently touched her head and looked at her hoof that was covered in blood. Her simple whine turned to a scream.

That little scream was just enough for the Autobots to hear and lift off the rubble. Rarity cringed at the bright light hitting her eyes but slowly adjusted when she saw an Autobot reaching for her.

She allowed herself to be picked up gently by this Autobot. Her whines turned to whimpers and soon tears when she realized she was hurt. But she soon stopped crying when a metal hand slowly patted her on the head and softly rubbed her mane.

Rarity looked up from tear filled eyes to see the Autobot soldier softly rubbing her mane with his hand; Rarity didn't want to admit that it felt good but simply smiled.

The Autobot leaned in and said, "We're going to get you and your friends out of this madness, I promise."

Rarity's smile turned to an expression of pure shock when the head of the Autobot exploded sending Energon everywhere, even her white coat!

Rarity felt herself fall to the ground and land on her back with a hard thump; she looked up and saw the Autobot that had saved her lying on the ground dead. Now she just felt heartbroken.

"Let’s move, Decepticons!"

Rarity looked up and saw a Decepticon move forward and kick the dead Autobot in front of her. Her breathing increased when it brought its attention to her. It chuckled softly and pulled out a long sword, making its way towards the cowering unicorn.

As the Decepticon lifted up its sword, its chest exploded as the Decepticon was sent backwards. Rarity looked back and saw another Autobot with a smoking barrel at the end of his blaster. The Autobot looked down and motioned his hand forwards.

Rarity looked down and saw her friends racing towards her, when they finally reached their friend, all of them were in a massive group hug. Rarity whimpered but was glad that she was re-united with her closest friends.

"I'm sorry to break up this little love fest..."

The six ponies looked up and saw three Autobots hiding behind a pillar, the first one looked at them and said, "But you six might want to take a look at this."

Twilight, Fluttershy, Rainbow Dash, Pinkie Pie, Rarity, and Applejack slowly looked from behind the pillar and gasped at the figure that was literally tearing up the Decepticons.

There was Metroplex, overlooking the ground all the Decepticons were on. He lifted up his fist and brought it down on the ground in front of him, killing any Decepticon that was under his wrath. Metroplex lifted up his fist and swatted at the dropships that were surrounding his head. As the mares were lost in this titan obliterating these helpless Decepticons, an Autobot soldier looked at them and brought them back to reality.

"Those ponies re-awakened Metroplex?!"

"Yeah....can you believe it?!"

"No.....can't say that I do."

Twilight faced the Autobots and interrupted their little conversation, "Excuse me, but how do we get back to Ultra Magnus?"

The first Autobot looked at her and began to explain, "Okay look, what you have to do is go down that road there." He pointed to his right where a white road laid, "Next, there should be a bridge there, I don't know for sure if it’s destroyed or not. Anyway, pass the bridge and you will meet a group of Autobots who will lead you to where you have to go!"

"Got it!" Twilight shouted and was about to make her way towards the road, only for the voice of the Autobot to stop her in her tracks.

"Thank you.....Twilight Sparkle. You and your friends possibly won us the war with what you did."

Twilight smiled warmly at each of them and saw that her friends had already made their way down the road. Twilight galloped forward and soon caught up to each of them, when she turned her attention forward, she gasped when she saw Metroplex walk towards the bridge.

As the six ponies stopped at the edge, they did find the bridge to indeed by destroyed.

"Oh great, now how do we get across?" Rarity asked with a hint of whining escaping her lips.

Metroplex acted quickly.

"ALLOW ME TO ASSIST YOU."

With that, Metroplex opened up his hand and let all the ponies climb on. He brought his hand to the end of the bridge and brought his fingers downwards; forming a tiny bridge with each finger.

As the mares climbed off and onto another platform, Rarity looked back with a smile and said, "Thank you darling."

Metroplex answered, "IT IS AN HONOR TO SERVE YOU, ELEMENT OF GENEROSITY."

As Rarity made her way inside the structure with the rest of her friends, Metroplex began to walk away and continue holding off any Decepticon trying to hurt him or his new masters.

Twilight, Fluttershy, Rainbow Dash, Rarity, Pinkie Pie, and Applejack had made their way inside the breaking structure with ease, no Decepticon had got in their way as they quickly galloped or flew up a flight of stairs. They came to an edge that overlooked an army of Decepticons from yet another bridge.

"How many of these guys are there?" Rainbow asked Applejack.

"How in the hay should ah know?" Applejack retorted back.

Pinkie turned towards Twilight since she was the smartest one and asked, "How do we get rid of these meanies, Twilight?"

"I don't know, Pinkie, maybe Metroplex could take care of them." Twilight answered.

"But...how do we get Metroplex over here?" Fluttershy asked. Pinkie Pie stepped forward with her chest puffed out.

"I know, I'll just yell for him!" Pinkie exclaimed and took a deep breath.

"No, Pinkie Pie wait!" Twilight shouted, but it was already too late.

"METROPLEX, WE NEED SOME HELP TAKING OUT THESE DECEPTI-MEANIES!!!"

The Decepticons turned their heads to see the colorful equines watching them from a higher platform. They pointed their weapons and fired away. The mares took cover by hiding behind some debris, all the while Rarity was shouting at Pinkie Pie over the gunfire.

"PINKIE, why would you ever yell when there are those dreadful monsters close by?!" Rarity screamed but clutched her bleeding forehead in pain.

Pinkie shrugged and said, "I don't know, I guess the moment just called for me to be myself."

Before Applejack could answer to Pinkie's strange mind, she felt a horrid pain shoot through her back hoof. Applejack screamed in pain and clutched her hoof. Her friends gasped and tried to help her friend who had just gotten shot.

Blood was already seeping out as Applejack began to cry from the pain, Twilight tried to keep Applejack's head level so she couldn't see her wound, it would only make things worse.

As Applejack's cries echoed through the cities, an angry Autobot responded.

A loud tremor rocked the city around them, the firefight above stopped which was just enough time for Twilight and the others to look up and see the Decepticons now shooting right. The ponies looked right and saw him.....

.....Metroplex.

"NO ONE HURTS THE ELEMENT BEARERS AND LIVES." Metroplex threatened.

"Hit him with everything you've got!" A Decepticon shouted and fired at the mighty titan who merely lifted up his fist and destroyed the bridge with ease.

"AHHHHHHH!!!!"

Several Decepticons died in seconds as Metroplex brought his attention to the whimpering from behind a small pile of debris. Twilight and the others gasped as Metroplex brought down his massive head to see clearly at the orange pony clutching her hoof.

"ELEMENT OF HONESTY, ARE YOU OKAY?"

Applejack weakly nodded and said, "Yeah....ah'm fine...thank ya, Metraplex."

Metroplex nodded and went back to full height; he turned straight and continued to walk forward to continue his onslaught on the Decepticons. Applejack was lifted up by Rainbow Dash and Pinkie Pie, Twilight looked at Applejack and asked, "Applejack, are you sure you can make it the rest of the way?"

Applejack forced a smile and said, "Yeah, ah'll be fine, Twi."

With that, Twilight's horn glowed very bright and all of her friends found themselves at the bottom of the platform. Twilight opened her eyes and said without any expression, "Come on, girls."

Fluttershy and Rarity stood at the Twilight's sides while Rainbow and Pinkie had to help Applejack; she limped the entire way, from passed the door and passed the hallway. Right before the lavender unicorn could take another step, the sound of gunfire came.

The mares crouched down and prepared for anything that might happen; only when Twilight opened her eyes, she saw four Decepticons shooting at the air; not even paying attention to the cowering ponies behind them. But the thing that amazed them and possibly scared them was a giant black hand coming down and crushing the four Decepticons.

"JUSTICE."

Twilight Sparkle came out of the tattered hallway and saw Metroplex beginning to walk away. This Autobot REALLY was protecting them; then again, if she was in stasis for millions of years and somepony awakened her, she would do whatever they said.

While Twilight was thinking this over, Pinkie had just realized that there was no way they could all get over to that high platform, she didn't know for sure but her pinkie sense was telling her that is where she and her friends needed to go.

"Metroplex!" Pinkie shouted and bounced up and down.

The Autobot titan turned back around and looked at all the colorful equines until he recognized the voice coming from the pink one.

"HOW CAN I HELP YOU, ELEMENT OF LAUGHTER?"

Pinkie Pie pointed at the upper platform and asked, "Can you help us get up there pretty please?"

"CERTAINLY."

With that, Metroplex lowered his big finger to the small platform they were already on, the mares climbed on with ease as the titan raised them to the higher platform, exactly where Pinkie wanted him to go. Pinkie smiled and shouted, "Thanks, Plexy!"

As all the ponies climbed onto the higher platform, Metroplex lifted up his head and began to walk forward, something had caught his massive optics.

With Metroplex gone yet again, the six friends found this opportunity to relax. Each of them sat down on the high platform; breathing in deeply and exhaling loudly. Twilight looked over and saw Rarity touching her now stopped bleeding forehead but still winced in pain on the touch. She turned slightly to the left and saw Applejack with tears at the rims of her eyes as she slowly rubbed her injured hoof.

Her friends were suffering.

She knew it was true, this world was corrupting them and hurting them, physically and emotionally. She never wanted any of her friends to get hurt, but there was nothing to do now but continue onwards. This world was killing them on the inside, but what could they do to Decepticons?

Nothing.

Twilight suddenly looked up when a small tremor caused her entire body to shake, followed by a recognizable voice booming throughout the tattered landscape.

"NO ONE SHALL HURT THE ELEMENT BEARERS."

Metroplex.

Twilight's smile came back on her face. Metroplex was the key to their survival, he was at their command and so far they had only told him to find Ultra Magnus and lift them over a few things.

No more.

Twilight put on a determined face and knew what she was going to do. She was going to order Metroplex like there was no tomorrow and allow him to destroy any kind of Decepticon that stood in their way. Everything just got serious.

Twilight stood back up and began to walk towards the new entrance to their next location when the soft voice of Fluttershy stopped her.

"Hey, weren't there supposed to be Autobots here?"

Twilight suddenly turned around and thought about Fluttershy's words. The soldiers did tell them that there would be Autobots here to lead them to their escape and back to Ultra Magnus. But there was nothing.

Right before Twilight Sparkle could answer, the sound of coughing and metal falling to the ground caught all their attention. All the mares got back up except Applejack who had to be helped by Rainbow Dash, they all walked to what appeared to be a long hallway but found it to be very short. They made a right and stopped when they came across a hole in the ground; the hole proceeded to another level in the building; where the coughing continued.

"This way, girls." Twilight said and took baby steps down the hole with her friends close behind. It took a while but Applejack soon got down with the help of her cyan friend.

They all came across another one of those strange machines...what did it call itself when Bee touched it?

Teletraan...that's what it was called. Unknown to what it truly did, Twilight Sparkle took one step on the strange device to see what would happen. It amazed the unicorn.

The machine lit up from the touch of something on it; suddenly it spoke in a very robotic and deep voice.

"TWILIGHT SPARKLE, ELEMENT OF MAGIC, THIS IS AN HONOR."

When Twilight was about to do something else on this device that somehow recognized her, the coughing grew louder.

"Twilight, its coming from over here, get off that dreaded machine and let’s go." Rarity ordered and walked down the rest of the hallway and turned right. Fluttershy and Pinkie Pie followed while Rainbow Dash draped Applejack's hoof over her shoulder and carried her to the next position.

When Twilight sighed and stepped off Teletraan, she gasped when it said these words:

"THANK YOU, TWILIGHT SPARKLE, AND GOOD LUCK."

The unicorn blushed slightly; all these Autobots and machines were thanking her, all because they re-awakened Metroplex. What they did must have been extremely important for all this to happen.

When Twilight Sparkle turned the corner that ended the hallway and brought about daylight, she gasped and got to closer to her friends with what they saw sprawled on the ground.

An injured Autobot.

As Twilight came up to face this Autobot, he slowly lifted his head and groaned in pain, his pain was replaced by relief when he saw the six ponies all safe and sound.

"Oh....thank Primus you all survived." The Autobot wheezed and clutched his chest that leaked Energon.

Fluttershy got closer and said in a weak whisper, "Do you think....you're going to make it?"

The Autobot slowly shook his head and groaned in pain, Twilight felt something she never felt before on these Autobot soldiers: sorrow. Sure she felt sorry for them but this Autobot in particular, with his glowing red visor and faceplate, touched her heart and almost broke it.

The Autobot looked at each of them and began.

"My team......we were meant to find you....and get you all out of here and back to Ultra Magnus. But something horrible happened......we were ambushed by 'Cons.......I am all that remains."

"No...." Twilight whimpered with tears in her eyes, the Autobot coughed and forced himself to tell them.

"But worst of all.......we saw Metroplex....and we wanted him to take out the attacking Decepticons........but he didn't listen!"

"What?!" Rarity and Twilight shouted at the same time.

The Autobot nodded and coughed up, "He won't listen to us.......but he'll listen to you...all of you. You must have him take out the 'Con before it’s too late!"

Twilight got in closer as the Autobot placed a wounded hand on her cheek.

"Now you and your friends are all that remain......and I'm sure of it...that the Decepticons will be afraid of you.....the Element Bearers...and they will never doubt your strengths. They will know..........that there is more to you..........than meets the eye."

With his final breath, the Autobot dropped his hand on the metal ground and went limp. His red visor went black along with the rest of his armor. This painful moment was lifted when Twilight Sparkle kissed her hoof and patted it on the shoulder of this brave Autobot.

After sighing silently, Twilight turned back to her friends and nodded, "Let's go take out these Decepticons."

They didn't need to be told twice. Each of the six mares made their way right and came to an opening with the sunlight pouring in. They shielded their eyes but got used to the harmful rays when they saw the epic battle unfold.

"Ha, one last Autobot!" An evil Decepticon shouted and moved closer to the limping Autobot soldier.

"NO! Stay back!!!" The Autobot shouted and began to crawl away. He couldn't move when the Decepticon pushed him over and pointed the weapon in his face.

"Not again." Twilight growled and looked up to see the familiar Autobot titan.

Metroplex moved forward but stayed behind the massive wall that separated the war zone from the rest of the city. The Autobot titan looked down to see the familiar equines. Twilight stepped forward and glared at the Decepticons below; she looked up and shouted as loud as she could.

"Metroplex, these Decepticons need to be taught a lesson! Take them all out!"

"ORDER ACKNOWLEDGED."

The strangest and probably most amazing thing the ponies had ever seen Metroplex do was when he faced the battlefield, clenched his fists, and shot several glowing red balls out of his giant black pillars that grew out of his shoulders.

The red balls soared down and literally disintegrated ALL the Decepticons that were once on the white ground in front of them. The dust cleared from the massive explosion and nothing remained from Metroplex's attack.

"That...was.....the COOLEST THING EVER!!!!" Rainbow Dash squealed and almost dropped Applejack.

Metroplex swung his fists in the air in front of him and destroyed a Decepticon dropship; several Decepticons fell to their deaths as Metroplex turned his attention to the six mares.

"GO DOWN THE BATTLEFIELD, AUTOBOT COSMOS IS THERE. ANY OTHER HELP YOU NEED, I AM HERE TO FULFIL MY DUTIES."

Twilight nodded in agreement and looked back at her friends; the look in their eyes told her that she was to lead the way. The lavender unicorn took off down the structure they were all on, down the white covered road, and stopping at a giant metal wall for protection. Twilight looked back and saw that her friends had followed without any trouble, except Rainbow Dash and Applejack who arrived shortly after.

"Why did we stop, Twilight?" Pinkie asked.

Twilight looked from behind the cover they were behind and immediately turned back; she looked at each of her friends and whispered, "That's why."

The other five mares looked over and grew massive eyes at what was witnessed.

Giant, four-legged Decepticon war machines were sprawled across the battlefield. Each of them were firing at the same location, a strange structure that was at the end of the road, that's where the mares had to go.....and those Decepticons were in their way.

"Metroplex!" Twilight shouted, "We need some help here! Take out those Decepticons to clear us a path!"

Metroplex faced the battlefield yet again and aimed his shoulder cannons forward.

"INCOMING MISSILES."

As Metroplex fired several projectiles at the Decepticons, the mares watched in awe as the missiles soared over them and destroyed the Decepticon war machines in seconds with a fiery explosion to go with it.

"That's showing them!" Rainbow Dash yelled while still holding Applejack.

Twilight looked slightly left and saw another one of the Decepticon war machine, "There's still one more!" Twilight looked back and saw Metroplex looking down at them with intent, she pointed at the war machine and shouted, "Metroplex, take out that target!"

He did just that.

After his missiles fired from his shoulder cannons, the missiles came down on the final Decepticon war machine and destroyed it instantly. The six ponies cheered now that their path was cleared, but their cheering died down when Metroplex began to speak.

"AREA IS CLEAR, DECEPTICON MARAUDER IS TERMINATED."

That was their cue.

Twilight, Rainbow Dash (while helping Applejack), Fluttershy, Pinkie Pie, and Rarity took off down the road to the building Metroplex told them to go to. All their hooves were getting filthy as they galloped down the white and dusty road; Applejack expected Rarity to start complaining again....but didn't hear a thing.

Applejack looked back and saw Rarity with a stubborn face; but not making a sound.

'Wow,' Applejack thought, 'looks like Rarity jus' gave up on her looks while we're on this world.'

Her thoughts were disturbed when she felt her injured hoof hit something hard and metallic. She winced in pain but calmed down when Rainbow Dash set her on a support on the ground. As Applejack lay there, Twilight looked up to see several Autobot soldiers and a familiar green Autobot.

"Cosmos!" Twilight exclaimed and walked closer to the Autobot who was just happy to see the ponies alive. The other Autobots were not as happy.......they were honored.

"Look, its Twilight and her friends!"

"Well I'll be.....this is incredible."

"By Primus, they're alive."

As Rarity and Rainbow Dash walked by the Autobots only to be complemented more, Twilight made her way to Cosmos who kneeled down to reach her eye level so she didn't have to strain herself.

"We've been waiting for you, Twilight, you and your friends have done a great thing, and thanks to you, we can get you all out of here safely while Metroplex helps us take out the remaining Decepticons." Cosmos explained but was surprised when the pony shook her head.

"Metroplex won't listen to you...or any Autobot for that matter. He will only take orders from me and my friends since we awakened him." Twilight told the disappointed Autobot.

Cosmos sighed, "So we're slagged....Metroplex was the only thing that could win us this war and now-"

He was silenced by Twilight lifting up her hoof.

"I didn't say we wouldn't help you."

Cosmos tilted his head and asked, "What do you mean?" The Autobots only answer was the unicorn turning towards Metroplex and the Decepticon dropships that were arriving on the battlefield.

"Cosmos," an Autobot soldier panicked, "Cons are everywhere! They'll be attacking any moment now!"

Cosmos faced three other Autobots and shouted, "Get these ponies out of here and take them to the location we designated!" Twilight stepped in front of Cosmos which surprised the Autobot. His bewilderment was only intensified when Twilight Sparkle frowned and said these words.

"No, we fight them together!"

"Wow...."

That was all that Cosmos could manage to say. These ponies.....awakened Metroplex, survived almost all the entire city, and fought Primus knows how many Decepticons, and yet they still wouldn't give up.

Cosmos nodded and pointed at the battlefield, "We need you six to direct Metroplex's attacks while we hold off the Decepticons!" Cosmos knew that was all the ponies could really do to help.

"Got it!"

With that, Twilight Sparkle stood up proudly at the top of the barrier, her chest was puffed out and her frown remained on her face. She watched as the Decepticon dropships slowly made their way to the ground and witness several Decepticon soldiers pile out and charge forward.

"Stand tall, Autobots, here they come!" Cosmos yelled and fired away with his X18 Scrapmaker. Several Decepticons were decimated by the powerful chain gun blasts that destroyed their armor in seconds.

Twilight paid no attention to the battle taking place before her, instead her attention was brought to the mighty Autobot titan looking around and watching as Decepticon firepower hit his metallic armor. Twilight took a deep breath and shouted her loudest.

"Metroplex, help us destroy these Decepticons!!!"

The titan looked straight down the battlefield and said, "DECEPTICON DEACTIVATION COMMENCING." Just as amazing as before, the missiles blasted their way out of Metroplex's shoulder cannons and destroyed the target Twilight had laid out.

"WOOOHOOO, that's showing 'em!" An excited Autobot soldier shouted.

"More Decepticons coming this way!" Cosmos shouted as he continued his attack on the invading Decepticon soldiers. Just as Twilight was about to have Metroplex attack again, Rarity's elegant voice rang through her eardrums.

"Twilight, get down!"

The lavender unicorn didn't have enough time to react when a Decepticon Marauder fired a missile directly at her. As the missile drew in closer, Twilight closed her eyes knowing she didn't have enough time to teleport away. But instead of death hitting her, it felt more like a push.

Twilight fell on her back and looked up to see Cosmos with his hand around her body.

"You gotta get to cover, Twilight, those Maruaders got their optics especially on you after what you and your friends did!" Cosmos explained and got back up.

Twilight shook her head and focused on her surroundings. Pinkie Pie was cowering on the ground with her hooves over her eyes as the Autobots above her fired their weapons, Rarity was screaming her head off, Applejack just had her hooves against her ears to block out all the noise that was being made.....mostly Rarity, Fluttershy was doing the same exact thing Pinkie Pie was doing, and Rainbow Dash was busy running around in a straight panic.

As the unicorn brought herself up, she looked over the little barrier and saw Metroplex simply swatting at the air, the Decepticons on the other hoof were attacking nonstop, with Maruaders and dropships coming by the second.

With Twilight's courage gone, all she could do was scream out orders to Metroplex in complete panic.

"Metroplex, help us!!!" The unicorn screamed and immediately got back to cover.

The titan turned his attention to all the Decepticons trying to hurt his new masters. As he locked on to each of the Maruaders and dropships, Metroplex clenched his fists and fired away.

"CONSIDER IT DONE."

As Twilight Sparkle continued to cower underneath the cover of the barrier, all she could hear before the massive explosion were the screams of several Decepticons. A bright light caused her to open her eyes and bring herself up.

When the unicorn looked over the barrier, all she could see were the remains of the once active Decepticon soldiers. Everything placed in front of them was gone.

"How'd you like that, Decepti-creeps?!" Another soldier shouted in victory.

Cosmos stepped forward and brought Twilight out of her hiding place; he placed her on top of the barrier and looked at the war-torn battlefield in awe.

"They're all dead...." Cosmos said in amazement.

As Cosmos looked down at the purple equine, he noticed her expression was unfazed. Pure shock was easy to decipher on her adorable little face.

'Did that just happen?' Twilight thought to herself as she saw Metroplex swinging away at the Decepticon forces attacking him.

Her little funk was brought back to real life when she heard Cosmos shout her name.

"Twilight, we have to get you and all your friends to that plaza before more 'Cons show up!" Twilight shook her head and brought her attention to a gigantic building to her left that appeared to be tilting.

The next thing that happened was too fast to explain, all she could remember were seeing her friends by her side and somehow getting to that plaza in no time at all. She was too lost in thought to be paying attention to anything that was happening around her.

"Metroplex is firing missiles at us!"

Twilight gasped and suddenly realized they were in yet another firefight.

Perfect....just perfect.

Cosmos and several other Autobot soldiers were being held down at the entrance of this new area, she finally realized she was in a small corner with the rest of her friends. All of them were cowering with each other as Twilight could hear whimpers escape Fluttershy's trembling form.

It was indeed a scary moment, Decepticons were firing at them while the Autobots were trying their hardest to protect them, and all Twilight was thinking about was........

"Rainbow Dash!" Twilight screamed and looked over to see her cyan friend.

Rainbow heard her name being called and looked over at Twilight with a worried expression and tears in her eyes. Dash gave her a soft nuzzle and said in calming words, "It's okay, Twilight, we're all here together."

Rainbow Dash was surprised when Twilight pushed her away and shouted, "No not that, Rainbow. I need you to fly up to the top of that building up there, see it?"

Rainbow did indeed see it.

"Yeah...?"

"I need you to fly to the top and order Metroplex to take out all the Decepticons here; if you don't then we'll be stuck here!"
Rainbow Dash got back up and puffed out her chest, "Sure thing!"

With that, Rainbow Dash flew straight into the open with several Autobots yelling at her to get back inside.....all except her friends who were wishing her good luck.

Rainbow Dash didn't need luck.

As the cyan pegasus made her way to the top of the building just like Twilight had instructed her to do, she tried her best to dodge all the bullets that had flown right by her from the Decepticons who were sworn to kill them for what they did.

With Rainbow Dash sitting at the top of the destroyed building, she looked down but immediately got back to cover when the Decepticons still had their sights on her. She once called herself Rainbow Danger Dash....but now she was kinda thinking that over now that she was in this position.

"You won't live long, pony!"

"Yeah, come down here and meet your doom!"

Rainbow Dash took a quick peep and smirked when she saw Metroplex close by. With a deep breath, Rainbow Dash shouted as loud as she could.

"Hey Metro, take out these jerks why dontcha?!?!"

The Decepticons looked around in confusion as they heard the pony shout those words.

"Metro.....who’s Metro?"

"Metro.......plex?"

"OH SCRAP METROPLEX, RUN!!!!!"

They didn't have time to do that when the Autobot titan brought his fist down on all of them, crushing them with his intense force.

"TARGET: OBLITERATED."

Metroplex actually ripped out a large chunk of the ground when he lifted his hand up from the tattered grounds. He looked down and saw the cyan pegasus waving and cheering.

"ELEMENT OF LOYALTY, MY ORDER IS COMPLETE."

"Buck yeah it is!" Rainbow Dash cheered on the giant Autobot.

"Rainbow, watch your language!"

Dash turned back and saw the rest of her friends come out into the open, she flew down to meet a happy Twilight and mad Rarity.

"Good job, Rainbow. That was a close call!" Twilight said in relief and looked up to see Metroplex watching all of them with intent. Cosmos came by the side of the six ponies along with several Autobot soldiers; he looked up at Metroplex and back to Twilight.

"Okay, good going ponies, now you see those stairs?" Cosmos pointed at the staircase inside the building Rainbow Dash was just on. The mares nodded as Cosmos continued, "Go up those stairs and continue down the hallway, Sky Lynx just told me on my comm link that that entire area is clear, so all six of you go through there and we'll meet you on the other side."

"Got it." Twilight said and took off towards the stairs with the rest of her friends following. Metroplex watched as the six ponies made their way inside the building......he had bad feeling go through his newly constructed spark.

Cosmos sighed as he saw the six equines disappear inside the building.

"There goes the bravest aliens I have ever seen......but we'll see them again so let’s roll out!"
________________________________________

At first, Twilight was just relieved to be in a safe zone for a few minutes. Going up the stairs was easy, and walking down the orange hallway was even easier, but now Twilight was really confused when she realized they were in a maze of hallways.

They had gone down a short corridor and ended up turning left into...what a surprise.....an even longer hallway.

The purple unicorn sighed and simply walked down the orange lit hallway, the rest of her friends followed at the same pace. It was simply peaceful. Not a Decepticon or random explosion could interfere with this quiet moment. Twilight sighed happily and looked back at her friends.....

....only to have her eyes filled with tears.

Her friends looked awful; they were hurt and obviously not showing any signs of happiness. Rarity had the same expression she had for the past thirty minutes; misery. Her once gorgeous mane was messed up and filled with scrap pieces, her forehead started to bleed again as Rarity whimpered to herself and gently rubbed the deep cut.

Fluttershy looked just awful. From the once happy pegasus Twilight had come to know, all she saw was a horrified and constant shivering pony. Sure she used to shiver all the time but this was different, she was scared. Her long mane was burnt at the edges from the constant fire that they had come across, and her velvet skin had cuts all over it. Fluttershy was indeed in pain....but tried her hardest not to show it.

Pinkie Pie was a happy pink pony, but not anymore. From the once joyful and ecstatic pony Twilight loved, she only saw Pinkie Pie with her mane deflated and her head hung low. All Twilight could hear were the small whimpers and sniffles Pinkie made. And it broke her heart.

Applejack was by far the worst, her back hoof was shot, and nothing could get worse than that except.......well.....Twilight didn't even want to imagine her nightmare again. As Applejack limped onward, Twilight could swear she saw little tears falling from AJ's eyes with each step. Applejack was one strong pony......but how far can she truly be pushed?

Rainbow Dash was fine. Just fine. Except for the fact that she was covered in oil head to hoof, she didn't seem to mind. But still, Twilight couldn't understand why Rainbow Dash could be so calm about all this. Did she forget they were on another world, or maybe she just hiding in her emotions so her friends could get some encouragement? Either way, Twilight could still see the horror in Rainbow Dash's magenta eyes as they all trudged forward.

Twilight stopped suddenly.

The rest of her friends looked at her with concern until Fluttershy spoke up at Twilight's odd behavior.

"Twilight, is everything okay?"

For once, Twilight knew that everything was not okay. In fact, everything was awful! This world was hurting them, tearing them apart, and all they could do was follow these Autobots to wherever they were supposed to be taking them. And maybe, just maybe, Ultra Magnus could get them back home.

Then Twilight remembered something she had almost forgotten.

Bumblebee.

He was still missing, and they had no idea if he was alive or dead. All she could do was pray that Bumblebee was okay.....and that they would see them again.

Bringing her attention back to her friends, Twilight sighed and answered in the most depressed tone any of her friends ever heard her speak.

"No....."

Fluttershy dropped her head to the ground after hearing Twilight's answer. Of course everything was not alright, why would she even ask that?! As Rarity made her way to Twilight, she sighed sadly and began.

"Twilight, don't be so hard on yourself. Remember, if we get out of here, we can go home....Magnus said he can get us all back safe and sound."

Twilight looked at Rarity's beautiful blue eyes and slowly shook her head.

"That's what I'm afraid of."

Before any of Twilight's friends could intervene with her answer, the sound of crashing caught the equines' attention. Turning around, Twilight gasped in terror and backed away with her friends when she saw six Decepticon Leapers make their way into the hallways from the ceiling.

"Thought you could get away so easily huh?" One Leaper shouted and made his way towards the helpless mares. The rest followed and made their own slight remarks.

"Awww look, they're shaking in terror."

"And look, there are six of them and six of us, one for each of us!"

"I call the pink one!"

"I can't wait to rip the yellow one's head off."

"The purple one is mine!"

"No fair, I wanted that one! Oh well, I'll just take the limping orange one."

"I'll have some fun with the white one with the bleeding forehead."

"Good, that means I get the stupid winged blue one!"

With the conversation ending, the six Leapers made their way towards the Element Bearers who were slowly backing away in terror. Twilight didn't want it to end like this, she and her friends had to get off this world and stop Discord, but she knew now that she and her friends stood no chance to these Lea-

CRASH!!!!!!!

The six mares covered their faces from the sudden shock hitting them and the entire room shaking. Slowly opening her eyes, Twilight looked straight and all she saw was a massive black fist blocking their way.

Twilight smiled.

As the fist slowly brought itself out of the hallway all that remained on the ground were several body parts of the once living Leapers. Twilight, Pinkie, Rainbow, Rarity, Applejack, and Fluttershy peeked out and saw Metroplex's familiar face looking at them with intent.

Each of them smiled with glee except Fluttershy who nervously gulped and squeaked out a thank you.

"Wow....umm....thank you, Metroplex."

Fluttershy immediately flinched when Metroplex answered her.

"YOU ARE MOST WELCOME, ELEMENT OF KINDNESS."

The six ponies suddenly found themselves lost in Metroplex's friendly stare, all except Dash who walked forward, looked at all the dead body parts, and chuckled.

"Well THAT certainly was something hehehe."

Twilight shook her head and made her way passed her cyan friend, the rest of the mares followed with Rainbow Dash suddenly bringing her attention back to the limping Applejack and helping her. There rest of the way was easy, only coming across a fork in the hallway, Twilight was about to go straight and walk up the ramp into the new room above....

....only to hear Applejack scream in pain.

Turning back, Twilight witnessed Applejack lying on the ground and groaning in pain. To the right of her was Rainbow Dash looking into the blue lit room on the left.

"Rainbow Dash," Rarity complained, "how dare you drop Applejack when you know as well as all of us that she is hurt?!"

Rainbow didn't answer but instead walked into the room. Twilight and Rarity made their way into the room with Applejack, Pinkie, and Fluttershy. Inside, all they saw was Rainbow Dash looking straight at the ground.

"Did ya not hear us the furst time, Dash?!" Applejack yelled and almost fell to the ground until she was caught by Rarity who helped her back up.

Rainbow answered back, but not to Applejack, to Twilight.

"Hey Twilight, come check this out."

Twilight looked back at Applejack who was still glaring at Rainbow Dash; she sighed and made her way to Rainbow's side. The only thing Twilight saw on the ground was a small glowing rectangle.

"This is it?" Twilight asked with a slight bit of stubbornness slipping through her lips.

Rainbow nodded and got a closer look at the strange rectangle; she slowly brought her hoof towards it and touched the front side of the rectangle.

"No Rainbow, don't!" Twilight screamed, but it was already too late.

Twilight flinched, fully expecting an explosion to happen any second. But an explosion didn't happen, what did happen was a warm feeling rush through Twilight, Rainbow Dash, and the rest of the ponies as a familiar voice came from the rectangle.

"As civil war spread like a storm of burning Energon across the surface of Cybertron, devouring in its path the great city of Iacon, even I was caught off guard by the wrath of Megatron's depravity."

Twilight's breathing slowed down as she looked at the rectangle in astonishment.

This was Optimus Prime's voice.

"I should have anticipated his utter lack of feeling for his fellow Cybertronians. But at the expense of the lives of many thousands of my fellow Autobots, I did not."

The rectangle made a sort of static sound and then went completely silent. Twilight sat down and absorbed all of Optimus' words. Even on another world, they felt wiser from hearing Optimus Prime speak.

"Sooo.....that was like when Optimus was still on Cybertron?" Rainbow Dash asked.

Twilight suddenly looked back next to her and saw Rainbow looking around the room with interest. Twilight sighed and got back up, "Come on, Rainbow Dash, I think we've wasted enough time."

Rainbow nodded, she could agree with that. Making her way out of the room, Dash helped Applejack back up with a little smirk on her face. Rarity sighed with relief and never felt comfortable holding Applejack like that.

As the mares slowly made their way up the ramp, Twilight and her friends could see sunlight yet again, they were so close!Making their way out of the gigantic building, the mares cringed at the sudden exposure to sunlight and turned left, since the right way was blocked off by debris.

Just as the six equines were about to proceed, they couldn't. They were stuck in awe at the battle placed before them.

A pit.

A HUGE pit was laid before them; even now they could see several ships and soldiers fall to their doom from the massive bridge going across the pit into an even larger city. This bridge was also huge; it spread across the side the ponies were on and into the city far away. Even now, the mares could see a never ending battle taking place on the bridge: Autobots vs. Decepticons.

Before any of the mares could speak a word of amazement, a familiar green Autobot flew over them.

"Oh thank Primus all of you made it! I heard the crash that Metroplex made and thought you all died!" Cosmos yelled in relief and landed on the ground in front of them.

Applejack snorted and spat out, "Ya thought we died? That's real nice ta hear."

Cosmos chuckled nervously and suddenly turned around to see Metroplex already by the bridge. He faced the brave ponies again and explained quickly.

"Okay, we don't have much time left, Metroplex and I will assist you all as we make our way down that bridge. Sky Lynx is under heavy fire and can't move any closer, that's why he's at the end of the bridge. After we get you all safely onto Sky Lynx, we'll have him take off with Metroplex and I behind him. We'll leave this damned city and get you all back to Ultra Magnus."

Before Twilight could agree with any of this, Fluttershy screamed which was unexpected.

"Wait, what about Bumblebee?!"

Twilight's eyes grew when she suddenly remembered, Bumblebee was still missing and there was no way they were going to leave him.......Cosmos had different plans.

With a painful sigh, Cosmos went to one knee and slowly rubbed Fluttershy's tattered mane. He looked at her with the saddest expression Fluttershy had ever seen an Autobot give. What was Cosmos about to tell them?!

"Fluttershy......I'm sorry but.....Bumblebee's dead."

"WHAT?!" The mares screamed together.

Cosmos nodded and softly shouted, "I'm sorry, but no Autobot could have survived the bombing we placed on the outskirts of the city! And I'm also sorry because I knew Bumblebee was there!"

Fluttershy backed away from Cosmos and screamed at him. Yes, screamed at him.

"You monster! You monster!"

Cosmos shook his head and shouted back, "Yeah call me a monster, call me whatever you want, but we are NOT losing just because of one simple Autobot!"

"Bumblebee is not a simple Autobot! He's my friend and I love him!" Fluttershy screamed with tears already rolling down her cut face.

Cosmos placed a hand on his head and shouted in annoyance, "Fluttershy, I am SO sorry what happened, but we have to leave right now or else we're all gonna die!"

"But....but-" Fluttershy began only to be silenced by a hoof on her shoulder. Turning around, Fluttershy saw Twilight and the rest of her closest friends; all with tears in their eyes and each of them whimpering softly.

"Fluttershy," Twilight began after a soft whimper escaped her mouth, "we...we can't stop now."

"What?" Fluttershy whispered in astonishment when she realized that Twilight was agreeing with Cosmos.

"Cosmos is right, Fluttershy," Twilight forced herself to say it, "we can't stop or we're all gonna die, Bumblebee would have wanted us to do this. He knows you had to do this."

Fluttershy stopped whimpering when she realized something.....

.....Twilight was right.

Bumblebee would have wanted this; to have all his pony friends escape and live on. He wanted Fluttershy to be brave.....and to never give up. That's exactly what Fluttershy was going to do.

Sighing deeply, Fluttershy looked at Cosmos and nodded softly. Cosmos took that as an okay and transformed. As he floated slightly above the ground, he spoke in a very depressed tone.

"Climb on; I'll get you all to the bridge."

Like they had a choice.
________________________________________

Cosmos slowly pulled into the Autobot barrier.

As he came to the ground, the mares piled off of him and got to cover as fast as possible. The reason for that was the firefight around them. Cosmos transformed back into his robot mode and came next to the ponies; he looked at each of them and shouted over the bullets soaring above them.

"Listen up because I'll only say this once: the Autobots and I will clear you all a path as you direct Metroplex's fire on the Decepticon heavy artillery!"

Twilight shivered as another explosion rocked the already shaking bridge, she looked at Cosmos with terrified eyes and shouted, "What's a heavy artillery?!" Cosmos sighed and scooped up the lavender unicorn, she yelped in surprise as he brought her up and showed her the battlefield.

Hundreds of large pieces of debris was spread all over the bridge, Decepticon and Autobot ships soared through the skies causing many explosions to go off every few seconds in the air and on the breaking bridge. Many Decepticon soldiers were running around frantically in front of them and shooting from their guns forward.

This was the true battle of Armageddon.

Twilight was brought down when Cosmos placed her with the rest of her friends. He activated his X18 Scrapmaker and looked forward.

"Okay, did you see those large machines up above?" Cosmos asked.

Twilight nodded slowly.

"Those were Decepticon Marauders, we need you and your friends to direct Metroplex's fire on those specifically so we can get you all to Sky Lynx!" Cosmos finished and fire a few rounds from his chain gun.

"Where is Metroplex!?" Twilight shouted over the explosion.

Cosmos stopped firing and pointed from behind the ponies, "Take a look for yourself."

That's exactly what they did.

And what they saw was simply incredible. Metroplex was at the right side of the bridge, in fact he was so close that the ponies could see the designs on his outer armor. Cosmos shouted over the bullets again and caught all the mares' attention.

"Move forward, this area is clear!"

The six frightened equines watched in awe as several Autobots ran passed them firing from their right hands. Cosmos ran in front of them and looked back to see the ponies in the same position.

"That means you too!"

"OH okay!" Twilight shouted and took off down the bridge with the rest of her friends behind her.

The ponies got to cover as soon as they could when more Decepticons blocked their path; Twilight's back was against the debris as she looked left to see Metroplex.

"Twilight, we need that covering fire from Metroplex now!"

But the Element of Magic was too frightened to move, so Cosmos looked down to see Rainbow Dash. He pointed at her and shouted, "Rainbow Dash, can you direct Metroplex's fire on those Marauders?!"

Rainbow smirked and saluted, "That's too easy!"

With that, Rainbow Dash took to the skies to assist Metroplex. Rarity didn't take to kindly to that.

"You're just going to let Rainbow Dash out in the open with those ruffians?!" Rarity screamed.

Cosmos shook his head and shouted, "Nope, we got the finest Autobot sharpshooters on her right now. No Decepti-creep is gonna touch her!"

Or so he thought.

Rainbow Dash zipped and zoomed through the Cybertronian air. She didn't want to admit she was scared when she dodged several explosions, she was actually having fun, until a Decepticon ship was heading right for her.

In a scared attempt, Rainbow tried her best to dodge by flying over the ship. But the Decepticons weren't finished with her yet. The ship turned around and fired several heat seeking missiles at the helpless pegasus. Rainbow yelped in fear and took off to dodge the missiles.

But heat seekers do one thing.......

Rainbow turned around and saw that the missiles were still on her tail.

"Okay, this isn't even fair anymore!"

As the missile slowly approached her, one exploded with such intensity it made Dash fly back from the wave of energy hitting her body.
________________________________________

"Great shot, kid, keep it up!"

The Autobot sharpshooter smiled in victory when he got a perfect hit on the heat seeker following the blue winged pony.
"Don't let anything hit her understand?"

The sharpshooter was about to answer until his head got blown off.
________________________________________

Rainbow Dash was trying her hardest to try and not to get hit by those heat seekers, which was very hard for her. She dodged left and right but to no avail, the missiles would not leave her. Dash suddenly caught something pass her vision, the Decepticon Marauders.

Rainbow Dash smirked when her imagination sparkled.

The cyan pegasus took off directly towards the Marauder that didn't even see her, with an intense U-turn Rainbow dodged the Marauder at the last second and looked down to see that her plan was a success.

The heat seeking missiles hit the Decepticon Marauder destroying it instantly.

"AWWWW YEAHHHH!!! Go Rainbow, go Rainbow, go Rain-AHHHHH!!!"

Rainbow Dash screamed in pain when she got shot.

Falling to a small pillar, Rainbow crashed at the top and lay there......motionless and groaning with pain. Looking up slightly, the cyan pegasus almost burst into tears when she saw a bloody hole in her wing and foreleg.

Before she could pass out from the pain, two Decepticon soldiers landed in front of her and chuckled to themselves as they made their way to the helpless pegasus.

"Well, it isn't the famous Rainbow Dash." One of them growled and reloaded his blaster.

Rainbow smirked slightly; even on another world she was famous. The other Decepticon moved in and pointed the blaster directly into her face.

"Goodbye.....you little freak."

Dash suddenly regretted smirking from before and instead scowled at the Decepticons in front of her.

"Well what are you waiting for......do your worst you stupid Decepti-chumps." Rainbow Dash threatened and cringed in pain when he placed the nozzle on her forehead.

"I plan to."

Rainbow Dash closed her eyes when she heard the gun rev up. She always imagined she would actually die on HER home not some bucked up robot world. But then again, Rainbow Dash did go out the most awesome way possible.

Rainbow opened her eyes and witnessed the Decepticons backing away in fear.

'Yeah....you better run.' Rainbow Dash thought to herself and turned her head to see what they were afraid of. It wasn't that hard to know who it was.

"YOU HURT THE ELEMENT OF LOYALTY, YOU DEATH WILL BE HORRID."

"Nooo!!!" The Decepticons screamed as Metroplex crushed them both with his massive black fist. Rainbow Dash smirked in victory but suddenly placed her head on the metal pillar when she realized she was in an intense amount of pain.

"Rainbow Dash!!!!"

Rainbow slowly opened her eyes to see her friends right by her side and tears in each of their eyes. She also saw Cosmos come right next to them and put both hands on his head.

Rarity looked at her injured friend and suddenly back to Cosmos.

"This is your fault! Rainbow Dash is hurt because of YOU!" Rarity pointed a hoof at Cosmos.

Cosmos went to one knee and cradled Rainbow Dash in his arms.

"No, don't you dare touch her!" Rarity screamed and prepared to buck Cosmos, only to be stopped by Rainbow Dash speaking.

"Ughhhh....Cosmos, I guess I did alright huh?" Rainbow coughed up some blood.

"Rainbow Dash....." Cosmos began in the most hurt voice Twilight ever heard anyone speak in, "I'm so sorry this happened. I never wanted any of this to happen....to any of you. Please forgive me."

Rainbow chuckled to herself and answered to his plead, "I forgive you, and hey it's not the first time I did something stupid."

Before Cosmos could answer her, a familiar screech filled the air followed by the flapping of wings.

All the mares looked up, even Rainbow Dash, to see the Autobot Sky Lynx land right in front of them. His massive head was brought down to the ponies.

"What happened to Rainbow Dash?!" Sky Lynx yelled.

Cosmos slowly placed Rainbow on the ground with the rest of her friends who nuzzled their injured friend, he shouted even though his voice was hurt, "It's my fault, but for now I really need you to get all the ponies out of here right now!"

Sky Lynx chuckled, "She would have never been injured if I was to lead! You should've just stopped and thought 'what would Sky Lynx do?’” And then you would've done the right thing!"

Cosmos was about to intervene when Twilight Sparkle began to speak.

"Umm...excuse me but...shouldn't we leave now?!" Twilight panicked from the bridge beginning to break.

Sky Lynx looked at the small unicorn and suddenly brought his attention to the massive Autobot titan looking at all of them from high above. Sky Lynx nodded and said, "Very well, Twilight Sparkle, climb inside and we'll be on our-"

Sky Lynx couldn't finish when a giant purple ball of energy hit him in the back.

The six equines fell on their stomachs to dodge the massive Autobot suddenly being pushed from the massive blast he had endeared. Sky Lynx was shot all the way at the beginning of the bridge where he crashed into several pillars.

"What in the name of Celestia was that?!" Twilight screamed at the only remaining Autobots near her and her friends. Cosmos couldn't see anything through the smoke, whatever that blast was......it was about to fire again.

"INCOMING PROJECTILE."

"No...." Cosmos muttered and looked just in time to see Metroplex get shot in the chest by the same powerful purple ball of energy.

"Metroplex!!!!" The five mares screamed in horror, except Rainbow Dash who was watching with wide eyes. As Metroplex backed away from that massive hit he had suffered, his lights on his body began to flicker as Metroplex fell to the ground followed by a massive tremor.

"NOOOO!!!!" The Autobots and ponies screamed and looked over the ledge of the bridge to possibly see Metroplex.
Only nothing was there.

Before a single tear could fall from the pony's eyes when the realization hit them that Metroplex was gone, a shout from several Autobots caught their attention.

"Decepticons are everywhere!"

"Holy scrap, we're gonna die!"

"What in the name of Primus is that?!?!"

As Applejack and Fluttershy comforted Rainbow Dash, Twilight, Rarity, and Pinkie Pie looked up to see what all the Autobots were yelling at......

.......it was the most terrifying thing they had ever seen on planet Cybertron.

Twilight didn't know if this was real or not, how did the Cybertronians know about this kind of creature?! It existed in Equestria but did it really exist on Cybertron?!

Obviously it did.

On the bridge......was a giant........metal.....scorpion.

Together to The End

"HOLY SWEET CELESTIA ABOVE!!!"

Twilight didn't care that all the Autobots gave her odd looks when she had said that, it was indeed the right moment to do so. For this monster scorpion was just TOO big! It had a dark purple, green, and black exterior along with two massive pinchers on its front as all scorpions do. Several black cannons were sprawled across its back as did a massive yellow stinger that glowed purple at the tip.

The monster scorpion took a few massive steps forward; causing the bridge to shake uncontrollably. But it stopped when a flying Decepticon flew passed it and was headed for the Autobots. Cosmos motioned the ponies to get back which they did; Rarity pulled the injured Rainbow Dash away as they all got to a safe location.

The Decepticon transformed and showed his true form to all the ponies and Autobots.

It was a tall multicolored Decepticon with black, grey, white, and purple armor. He had two giant white wings coming out of his back along with two purple horns coming out of his head. The Decepticon smirked and made his way towards Cosmos who spat in disgust.

"Octane....."

The Decepticon obviously named Octane stepped forward and watched as all the Autobots pointed their weapons forward. Octane raised his hands and began his little speech.

"I would suggest putting those weapons away, unless you want me to unleash my little pet." Octane pointed back at the massive scorpion glaring at all the Autobots with hunger. Instinctively, the Autobots lowered their weapons in both fear and common sense.

Octane smirked and continued, "Now, you and your Autobots are to retreat from this city in one cycle or I'll unleash the true power of the Decepticons on all of you."

"Autobots never surrender." Cosmos growled.

Octane brought his attention to all the Autobots raising their weapons again.

"Is that so?" Octane smiled and suddenly caught the slight hint of whimpering. He looked over and saw them.

Six colorful little aliens were cowering in fear but a few feet away, Octane wore a confused smile when he saw some kind of liquid rolling down their eyes. But what most intrigued him is what the purple one was whispering to itself.

Octane could hear every word clearly from his enhanced hearing processors.

"Oh no.....how can we possibly fight these Decepticons and this....monster....if Metroplex is gone?"

"I am most positive you can't, organic."

Twilight flinched when the Decepticon named Octane looked directly at her and smiled deviously, did he just answer her?! Octane looked back at Cosmos and said, "I see Metroplex was destroyed by my pet, now if you don't surrender right now, I will be forced to unleash him."

Cosmos thought for a moment and looked around, he caught all the Autobots looking at him for an answer, he found the Decepticons soon surrounding them and preparing their weapons. If they surrendered, they would be killed on sight, if they didn't surrender they would still suffer the wrath of all these Decepticons......what should he do?

His answer came from the whimpering behind him.

Cosmos looked behind and saw the ponies he swore to help now cuddling together and crying softly. It was a very adorable and sad sight at the same time.....but still....Cosmos could never allow them to die on this world.

"I'm waiting......"

Cosmos turned back around and saw Octane watching him with a smirk clearly visible on his face. Clenching his fist, Cosmos gave him the perfect remark.

"Here's my answer..."

CRACK!!!!

Cosmos unleashed his fist and smacked Octane perfectly in between the optics. The new Decepticon leader of Cybertron fell back and yelled in pain, the Decepticons looked at Octane and waited until he got back up.

"KILL THEM ALL!!!"

That's all they needed to hear.

With a now massive fire fight, Autobots and Decepticons battled on the shaking bridge while the six ponies crawled into an even more concealed area. Twilight poked her head out and watched as Cosmos charged forward and attacked Octane.

But the Decepticon triple changer was too fast and flew into the air to escape. With his last words, Twilight gasped when he shouted this....

"Scorponok, finish them off!"

That was the beast's cue when it slowly made its way across the bridge. With every step it took, the bridge rocked a little more and felt as if it would break any second. Scorponok was so close now that the Autobots began to retreat with Cosmos shouting orders at them.

"NO DON'T FALL BACK!!!!" Cosmos shouted and fired away at the massive scorpion.

Several Decepticon soldiers jumped over the debris as one of them began to shout at Cosmos, "You're not the only ones with titans, Autobots!"

With that, Scorponok fired one massive purple energy ball at Cosmos and several other Autobot soldiers. As the ball collided, the mares could hear several screams of pain from the once living Autobots. Twilight stood back and shouted, "COSMOS!!!!"

He was gone.

Cosmos was gone!

Backing away in total terror, Twilight fell backwards in both fear and disbelief as the Decepticons moved in. As her breathing sped up, Twilight looked to her sides and saw her closest friends wearing the same expression she was.

With the Decepticons now surrounding the helpless equines, Twilight and her friends got close together knowing that NOTHING could save them now!

That single Decepticon soldier stepped forward and activated his assault rifle.

"I've been waiting for this."

Pointing his rifle forward, the Decepticon growled as he was about to fire. The six ponies closed their eyes and just wished to Celestia above that their deaths would be quick and painless.

Of course that didn't even happen.

"Wait!"

"What?"

"Let Scorponok take care of them."

"Ohhhh yeaaaahhhh...hehehehe."

Opening their eyes slowly, the mares regretted doing that when they witnessed the Decepticon soldiers backing away to make room for the monstrous scorpion. With their breathing increased, it only got worse when they saw Scorponok stop right in front of them, his shadow instantly blocking out the sun.

Scorponok raised his massive pincher in the air and prepared to bring it down on the helpless ponies.

This was it. Their final time left to say goodbye before their horrible deaths would be imminent.

'Bumblebee,' Fluttershy thought with tears already flowing down her face, 'please.....I'm so sorry I left you. If you ever survive this...please forgive me....please.'

Rainbow Dash closed her eyes when she knew that all hope was lost, 'Grimlock, I'm sorry how I treated you before. I had no right and.....it just pains me that I'll never see you again. Anyways, goodbye big guy......I'll miss you.'

'What the….COOL! ECHOOO ECHOOOOOOO!!!' Pinkie thought.

'Oh no, oh no, oh no!' Rarity screamed in her mind, 'I never wanted to die this way, especially in this horrid world! I'm so sorry to everypony on Equestria, my friends, my family, Autobots.....please I'm so sorry!'

Applejack wasn't holding up any better as her final goodbyes were thought, 'Oh sweet nelly, Ah've always wondered what death would feel like, Ah just never thought it would be like this! Ah'll miss all of you, Big Macintosh, Granny Smith, and......Applebloom! Goodbye....'

'Oh no…..this is it. Shiny, I love you BBBFF, and I’ll miss mom and dad and……Spike. I’m so sorry we failed all of you, if you can find it in your hearts to forgive us…..that would make things so much better.’ Twilight opened her eyes one last time to see the scorpion bringing his pincher down.

Time itself seemed to slow down.

‘Optimus.......please.....I'm so scared. I never knew that death could be this quick; I need you to guide me through this troubled time. Please help me and my friends, Optimus. We have no idea how to survive on Cybertron......we need you.......I need you.'

With a single tear rolling down each of the pony's scratched up faces, Scorponok brought his massive pincher down on the unsuspecting ponies. At the very last second, Twilight Sparkle remembered what she had told her closest friends when they thought all hope was lost.......

'No matter what, we will always be friends…… Together to the end.'

Then all she saw was darkness.......

Light.....

That's all Twilight Sparkle saw.

Twilight looked around and definitely saw nothing but a bright whiteness all around her. Was this supposed to be heaven? It didn't look like anything Twilight had read up on. She also found out all her cuts and bruises were healed; like she never got them in the first place.

Standing back up, Twilight looked around and cleared her throat.

"Hello?"

"Twilight."

The unicorn gasped when her name was spoken, but that voice, that exact voice came rushing back to her with that same warm feeling that she had when she had met him.

"Optimus, is that you?"

Twilight took a few baby steps forward and indeed saw nothing but light, but after a few seconds of saying Optimus' name, the most amazing thing happened.

The light around her dimmed down and a giant being stood just a few feet away from her unsuspecting body. With Twilight smiling from ear to ear, she looked straight up and spoke.

"Optimus, it really is you!"

Bending down to meet Twilight's eye level was indeed Optimus Prime. His body was glowing with a rich intensity that confused the little unicorn.

"Optimus....are you....dead?"

Looking straight up at nothing in particular, Optimus answered her with his same dominating voice, "No, but I fear I soon may be."

"What do you mean?" Twilight asked taking a few steps closer to her Autobot friend.

Optimus looked back down at Twilight, sighing deeply he began, "It has been a hard time on Equestria, the Autobots are in grave danger. With Discord growing stronger by the second, I'm afraid I cannot hold off Megatron for much longer."

Leaning in close to the unicorn, Optimus said in his most urgent voice, "Please, Twilight, we need you."

As Optimus had said those words, Twilight's head sunk to the ground as she sighed with such dread that Optimus felt sorry for her deep in his spark.

"I can't.....we died on Cybertron, Optimus. Discord has won now that my friends and I are dead. Now there is no hope......no hope."

Twilight almost couldn't believe it when Optimus answered her defeat.

"I would have given up too.....if it hadn't been for one thing."

Looking back up, Twilight's eyes grew so big that they looked as if they would pop out of her skull when Optimus said these words to her.

"The one thing that kept me going in the war for Cybertron, the one thing that made my decision of leaving my home and to find a new world to live on.......that one thing.....was hope."

"But....but I-" Twilight began until she was once again interrupted in mid-sentence.

"Hope is the one thing that is stronger than fear. It is the thing that makes us strong.....the thing that makes us not give up when all seems lost." Leaning his head in even closer, Optimus narrowed his optics at the unicorn, "You have given up, Twilight Sparkle."

Twilight opened her mouth and wanted to say those words, but nothing came out. Instead she just asked the one thing she wanted to know for sure.

"What do you mean, Optimus?"

Sighing deeply, Optimus looked straight into her eyes; they locked in place for what appeared to be an eternity until Optimus Prime finally answered her.

"You have lost hope.....I would have lost hope as well when I was still Cybertron. There were days when all seemed lost, days where even my closest brothers would die, but the day never came....where I have forsaken my home.....my friends.......or freedom."

Twilight's mind was blown. Optimus leaned in even closer and continued, "You have to believe, Twilight, believe that there is still hope in that Element of yours. Believe that you and your friends will survive on Cybertron, and believe.....that you will make it back to Equestria and save us all."

Twilight knew it was the time to act. This was her choice; would she disagree and just live the rest of eternity in this strange limbo and be done with it? Or would she fight.......and believe that there would always be a hint of hope even when all seems lost in the world?

Closing and opening her eyes, Twilight looked straight at the leader of the Autobots and answered him.

"I believe, Optimus."

With a simple nod, Optimus placed a finger on her tiny chest and spoke to her with his final words.

"Then you are truly ready, Twilight Sparkle. The time has come for you....and your friends, to survive and fight on.....on Cybertron. And the enemy will know, to never under-estimate you. For you have the one thing that they do not.......and that is hope, Twilight."

As Optimus glowed as bright as the sun, Twilight swear she heard those last words spoken to her.

"Open your eyes, Twilight......open your eyes."

That's exactly what she did.

Breathing in deeply, Twilight was so relieved that she could at least breathe again. But almost as instantly as she breathed in, she coughed when the smoke had entered her lungs.

SMOKE!

Looking around, Twilight finally realized that she was alive and back on Cybertron! But how?

'Believe that you and your friends will survive on Cybertron, and believe.....that you will make it back to Equestria and save us all.'

Twilight's expression remained the same, relaxed. For the first time, she actually felt relaxed on this Celestia forsaken world. But there was one thing she had to make sure was still good....

Turning back, Twilight sighed in relief when she saw them.

Her friends.

Pinkie Pie's mouth hung agape as she stared straight ahead.

Rainbow Dash was practically the same except that her eyes were filled with tears of pain.

Rarity wore the same expression as Pinkie, with a hint of whimpering to go with it.

Fluttershy's lower lip was quivering at whatever laid ahead.

Applejack's eyes were as big as saucers as her mouth was open wider than Pinkie's.

Whatever they were looking at, made Twilight look back to see what it was.....

.....it was incredible.

The massive pincher of Scorponok never killed her friends; heck it didn't even touch them! It was just a few feet above them as Twilight looked over and saw that familiar massive black fist holding the green pincher in a powerful grasp.

"NO ONE HURTS THE ELEMENT BEARERS."

Looking back, the six mares gasped when they saw him yet again. The Autobot titan lifted up his left hand and literally brought it down on the head of the Decepticon scorpion! Scorponok wailed in pain as the intensity of the hit caused the bridge around him to break apart and allow him to fall to the chasm below.

Scorponok's green legs gave out as the rest of his body fell off the destroyed bridge......

Twilight's attention was then brought to the several screams from the Decepticon soldiers who had already began to retreat. But the titan wasn't finished with them just yet. With a single swipe of the fist, all of the Decepticons on the bridge were destroyed......

It was over.

They almost didn't believe it, but it was over!

Metroplex brought his fist back up and looked down at his new masters, but they didn't seem happy to see him, they looked horrible.....like they had seen a ghost or something......

......and it was probably true.

Before the realization hit all the ponies that they had won, Twilight had one question in mind that all her friends were thinking at the same time.

"Metroplex, how did you-"

"PONIES!!!"

Turning around, the six mares gasped when they saw him.

Cosmos....he had lived!

It was definitely him, Twilight could tell, but it still brought tears to hers and her friend’s eyes when they saw him. His once green and sleek armor was dented and torn apart. His right arm was missing as Energon leaked out at a fast pace. His face was no better as half of it was literally torn apart!

Now the ponies looked like they had seen a ghost.

Cosmos fell to both knees, and now that his faceplate was blown off, he coughed up a large plentiful of Energon and fell on his face. His broken optics narrowed when he saw them.....

The Elements Bearers.

As each of the mares came by his side, Cosmos could hear the voices of each of them.

"Oh no, is he okay?"

"Come on, dude, you can make it!"

"Get up!"

"Cosmos, please!"

"Random yelling!"

Cosmos slowly, ever so slowly, lifted up his head and coughed up yet again when he began to speak.

"Is it over?"

Twilight saw as Cosmos looked directly at her with a pleading look on his torn up face. She had no choice but simply nodded. Cosmos sighed with relief and closed his optics......

"No, Cosmos, you can't die!" Twilight screamed and shook his body. Lifting up his head again, Cosmos grunted and lifted up his left hand on the ground.

"Yeah, that's it! Come on, sugercube, you can do it!" Applejack cheered on.

With his last strength, Cosmos grunted loudly and stood back up, the ponies cheered for him over his small victory which he couldn't hold back a smile. Which reminded Cosmos.....

He looked up and saw Metroplex staring at all of them with intent. He looked back down at his pony friends and spoke out.
"Well what are we.....waiting for? Let’s get Sky Lynx and-"

"YOU HAVEN'T WON, AUTOBOTS!!!!"

The bridge rumbled. The sky began to shake as the bridge was falling apart! The mares got closer together when they had no idea what was going on.....neither did Cosmos.

Speaking of Cosmos, the green Autobot fell down once again when the tremor grew larger. Twilight and the others got to his side with such horror placed in their eyes that Cosmos almost didn't see the monster lumbering behind them.

Lifting his finger forward, Cosmos coughed and weakly said, "Get out of here, ponies.....now."

The confusion the ponies felt was answered when Twilight followed Cosmos' finger. Turning her head around, she almost had a heart attack when she saw it.....

A new titan with a Decepticon symbol on its chest.

Its chest was purple while its head was black and the cannons to go with it. The rest of his body was gigantic; it had to be the same size as Metroplex at least. Its visor was red while its hands were not hands....but pinchers! It had lived Metroplex's attack.......and it transformed!

Glaring at all the ponies on the bridge, the Decepticon titan raised his pincher fist and yelled, "YOU CANNOT KILL SCORPONOK!!!"

Bringing the pincher fist down, the entire bridge began to fall apart from gigantic pieces of concrete. Twilight looked at all her friends and saw that Rainbow Dash and Pinkie Pie were lying on the ground in both fear and pain.

“Come on, girls, we have to get out of here!” Twilight screamed.

Rarity almost fell on her face when she screamed out those words, “OH! But, Twilight, what about Cosmo-AHHH!!!”

Rarity couldn’t finish when the ground beneath her gave out.

“Rarity!!!”

As the white unicorn continued to scream when she fell to the chasm below, she grunted when her body hit something hard. But it wasn’t painful; it almost felt like a soft landing. Looking up, Rarity sighed with relief when she saw the familiar titan.

Rarity felt herself being lifted up when Metroplex brought his hand back to what remained of the bridge. What remained to be exact, was a small portion at the very beginning of the bridge where several destroyed pillars laid across. Cosmos was lying but just a few feet away from Rarity’s friends.

Letting his fingers down, Rarity jumped down onto safety where she was greeted by her closest friends giving her a great big hug. Rarity could hear Applejack wince in pain from her injured hoof, but she didn’t seem to mind, all she cared about was that her unicorn friend was alive.

When Twilight Sparkle broke the embrace, Rainbow Dash plopped to the ground from her aching legs that were still wounded. The unicorn then made her way over to the titan that was now facing away from them.

Before Twilight could ask Metroplex what he was doing, her answer came very shortly from the titan speaking.

“YOU HAVE ENDANGERED THE LIVES OF THE ELEMENT BEARERS. YOU HAVE MADE A GRAVE MISTAKE.”

Growling with hatred, Scorponok spat out, “NOTHING STANDS IN THE WAY OF SCORPONOK, NOT EVEN YOU!”

That must have been Metroplex’s favorite sentence of the day, because he simply clenched his fists and got in a ready position.

“BRING IT ON.”

With a loud screech, Scorponok charged forward and sliced at Metroplex’s face with his sharp pincher. The punch actually collided to Metroplex’s face with such intensity that Metroplex took a few steps back and shook his head to regain his senses.

“OPTICS FUNCTIONAL.” Metroplex said only to be greeted by several missiles colliding to his armor. Scorponok was laughing with delight when his shoulder cannons had done just as he pleased.

Twilight was stunned. Metroplex wasn’t fighting back! That’s when Twilight realized what she had to do….

“Metroplex, you have to defend yourself!” Twilight screamed.

That was his order.

“DEFENSIVE SYSTEMS ACTIVATING.” Metroplex said and watched as his shoulder cannons began to glow blue. With a sudden push, Metroplex backed away when they both shot a long blue beam of energy that hit Scorponok square in the chest. The mighty Decepticon titan fell backwards with a massive tremor following.

Metroplex watched as his cannons died down, he slowly looked straight and made his way to his newest opponent. Stopping just a few hundred feet away, Metroplex lifted up his foot to crush what remained of the Decepticon.

Only to get the surprise of his life when a massive scorpion jumped up and tackled him.

Metroplex fell back with this gigantic beast clinging onto his chest and stabbing him repeatedly with his stinger. The Autobot titan grabbed the stinger and pried the scorpion off of him. Scorponok hissed in agony when Metroplex smashed his entire body into several buildings.

The true clash of the titans was happening right in front of the pony’s eyes.

This was truly an incredible sight to see. It’s not every day you see the one being that was sworn to protect you fight against a monstrous scorpion in an area big enough to fit both of them! The Mane six weren’t scared, they felt something far better…..

…..hope.

A simple cough brought them back to reality. When the six of them turned around, they gasped when they saw him like this.
Cosmos was coughing more Energon by the second; his red lights on his body were beginning to go dim as were his blue eyes. Twilight didn’t want to believe it but……Cosmos was dying right in front of them.

As Cosmos tried to get back up, he looked over and saw the six ponies watching him with such horror displayed on their adorable little faces, that Cosmos couldn’t hold back a smile. But his smile slowly faded as the pain kept rushing back.

“Cosmos, we gotta get outta here!” Twilight screamed with her hooves on Cosmos’ chest. But the green Autobot simply groaned and looked at Twilight’s eyes.

He winced in pain and groaned, “Twilight Sparkle…..you saved my life.”

The little pony tilted her head, “Huh?” She asked.

Cosmos limply lifted up his finger and pointed at the destroyed bridge, Twilight breathed in deeply when she suddenly remembered everything.

“You saved me, Twilight……even after I put Rainbow Dash’s life in danger; you risked your life to save me.” Cosmos wheezed in pain after another tremor rocked the ground.

Twilight’s eyes grew wide when she remembered the scene. Cosmos was about to be left behind when the bridge began to collapse, but twilight had used her telekinesis to lift him up and bring him over to the safe platform.

Her thoughts were interrupted by a soft touch on her cheek. She opened her eyes and saw Cosmos placing his only remaining hand on her cheek. He gasped again but forced himself to speak out.

“Thank you….for everything.”

Twilight dropped her head to the side and simply said, “You don’t have to thank us for anything.”

Now she felt ashamed when Cosmos coughed up a large quantity of Energon and looked at her with pleading eyes. He spoke out, “Yes we do! You resurrected the ONE thing that is going to win us this war. You stood up against the Decepticons and helped us escape with our lives, not even caring about your own wellbeing. And best of all, you saved my spark. We owe EVERYTHING to you and your friends, Twilight Sparkle.”

Dropping his head to the ground, Cosmos spoke his last words.

“And now…..I will join all the other fallen Autobots in peace knowing we have won this dreaded war…..thanks to all of you…..I can die in peace.”

Twilight looked back up and shouted, “No, Cosmos, you’re not dying here, we’re gonna get you outta here!”

Cosmos simply shook his head in defeat.

“No, Twilight, Sky Lynx was our only escape……and now…..he’s dead too because of me.”

Twilight, Fluttershy, Rainbow Dash, Applejack, Pinkie Pie, and Rarity dropped their heads even lower. Sky Lynx truly was their only escape, and that dreaded blast killed him! They truly had no other way out of here……but Twilight knew one thing for sure.

That simple thing that Optimus had told her and that one thing she swore she would do.

Never give up hope.

This was the time to act, they were going to survive and make it back to Ultra Magnus who would send them back to Equestria. No matter what…..they were going to believe they could do this.

Twilight turned back to her friends with tears in her eyes but a determined expression clearly visible on her face.

“Let’s get out of her, girls.” Twilight said and trudged away from Cosmos’ dying form.

“Wait.” Fluttershy interrupted. Twilight turned back to see her trembling friend slowly made her way to Cosmos. She looked at him dead square in the face….with no emotion whatsoever. Cosmos weakly looked up and saw the same yellow pony that called him a monster.

He deserved it…..he deserved all of it. He actually let the dive bomb take out the remainder of the city when he knew damn well that Bumblebee was there. He knew Fluttershy hated him…..and he accepted that.

But what Cosmos expected Fluttershy to do, was nothing like it.

She leaned in and kissed his metal cheek.

“Goodbye, Cosmos.” Fluttershy whispered with a tear falling down her face and landing on Cosmos’ tattered chest. Cosmos smiled when he knew that they had forgiven his mistakes. No he was truly at peace. But before he could close his optics for the last time, a message straight from Primus came from above.

“Your blast did nothing but scratch my armor, Scorponok! Now it is time to feel the true power of the great and incredible Sky Lynx!!!”

The sun was yet again blocked out as the mares looked up to see the familiar blue wings soar over them and make their way towards Scorponok battling Metroplex.

Sky Lynx had lived.

It was the most incredible scene that the ponies ever had the honor of witnessing. But Fluttershy caught something in her vision…..that small yellow dot on Sky Lynx’s back. Fluttershy’s eyes grew wide as did her friends’ when they saw the same dot.

Fluttershy took a few steps forward to see if her mind was playing tricks on her…..only it wasn’t.

“B…Bumblebee?”

Sky Lynx looked back slightly and shouted over the wind, “Okay, Bumblebee, get ready to shoot!”

Bumblebee acknowledged by whipping out his assault rifle and reloading it. Sky Lynx faced the front again and activated his thrusters. The sudden boost almost made Bee fall off, but he latched onto Sky Lynx's back before he could fall off. When Bumblebee looked up, it was amazing.

There was Metroplex battling a Decepticon titan just as big as him. Bumblebee couldn’t believe it……how did Metroplex get brought back to life?!

Bumblebee didn’t have time to find out when they began to approach the Decepticon titan with such intense speed that Bumblebee actually thought that Sky Lynx was going to ram him head on! But of course, Sky Lynx was too smart to do that.

“Bumblebee, I have reached approximate location! Take out Scorponok’s optic sensor!” Sky Lynx shouted over the sound of metal bashing against metal.

Bumblebee didn’t need to be told twice and wasted his entire clip on Scorponok’s glowing red optic. Scorponok looked down to see several bullets puncture his optics; his only weak spot! The Decepticon titan lifted up his pincher to crush whoever dared to hurt him….

…..but was too late when the bullets destroyed his right optic sensor.

“AHHHHHH!!!” Scorponok wailed in pain as his entire right optic sensor fell apart. He let down his guard and brought his pincher to his head and clutched it in pain.

He looked away only slightly to see the small flying Autobot soaring away.

“NOOOOOO!!! PREPARE FOR OBLIVION!!!” Scorponok shouted and charged up his massive tail. The end glowed brightly as he was about to fire on the unsuspecting Autobot.

But instead met his fate when his entire pincher was ripped off.

Scorponok clutched what remained of his left arm and looked at Metroplex with total fear clearly visible on his face. Metroplex was holding Scorponok’s left pincher in a deadly grasp, after lifting it up, Metroplex glared at the titan and said his final words to him.

“SCORPONOK, YOUR LIFE IS AT AN END.”

With all his remaining strength, Metroplex jammed the sharp end of the pincher straight into Scorponok’s chest! The entire green pincher went through as Scorponok backed away in complete shock. He looked one last time at HIS pincher impaling him before he fell backwards into the smoke filled chasm below…..

……never to return.

This tremor was the biggest one yet as the ponies stared in awe at the battle placed before them, as if trying to figure out if that just happened. Metroplex had saved them from that……monster….and he killed it in the process.

Their ordeal was yet again interrupted by a slight struggling sound. Twilight and the others turned back to see Cosmos standing back up but falling on his chest.

“Cosmos!” The mares screamed in unison and came to his side.

Any pain Cosmos felt before was forgotten, this new pain was so intense that he was going to black out any second for Energon loss. He looked up slightly to see his pony friends trying to get him back up. He simply pushed them aside and pointed forward with his only arm.

“Look…..it’s him.”

The mares turned back around and gasped when they saw them. Sky Lynx and Bumblebee. Sky Lynx landed on the ground and looked back to see Bumblebee jump off of him and land on the ground perfectly. Bee sighed with relief and looked forward.

It was like a gift from Primus.

Bumblebee couldn’t help it and ran forward and hugged each of his pony friends. He could hear them slightly trembling but most of all he heard them beginning to speak. He let go and listened to what they had to say.

“Bumblebee,” Applejack began, “Ah…we thought you were….dead.”

Bumblebee tilted his head in confusion, why would they think that? His answer came from the coughing behind him. Bee tilted his head and saw his old friend Cosmos with no arm, no faceplate, and leaking massive amounts of Energon.

Cosmos weakly looked up and forced a smile, “Hehe…hey Bee.”

Bumblebee was about to help up his friend when a giant presence was felt behind him. Bumblebee turned around and saw the mighty Autobot titan with his hand at the edge of the bridge.

To Bumblebee’s surprise, his six friends made their way to Metroplex’s open hand. Pinkie Pie had to carry Rainbow Dash on her back while Rarity helped lift up Applejack since they were both still injured. Bee was even more surprised to see them climb inside and calmly look forward.

Twilight watched as Bee was wearing an expression that she could only tell was complete confusion. So she simply smiled and said, “It’s okay, Bumblebee, he’s with us.”

Before Bumblebee could react, he looked behind him and saw Cosmos obviously struggling. Bee smiled and helped up his old friend, by carrying him all the way across the platform, Bumblebee placed him inside Sky Lynx who watched as Bumblebee walked out of him.

“Don’t worry, Bumblebee,” Sky Lynx began, “we shall get back to Ultra Magnus so Cosmos can be healed right up.”

Bumblebee simply nodded in agreement.

Sky Lynx opened his door again and looked at Bumblebee with intent, “You climbing in or what?” Before Bumblebee could climb inside, his attention was brought to Fluttershy’s recognizable squeaky voice.

“Bumblebee, how about you come with us?” Fluttershy asked with a little hope in her voice. Bumblebee looked over to see Fluttershy with her eyes watery; Bumblebee didn’t want to decline if Fluttershy would start crying.

So with enough reluctance, Bumblebee climbed on top of Metroplex’s hand.

When he stepped on the black fist, he looked back to see the fingers lift themselves up. The next thing that happened warmed up Bumblebee’s spark to the point he never felt before.

He turned back to feel Fluttershy give him a great big hug.

Sky Lynx looked back up when he knew Cosmos was safe and secure. He sighed happily when he saw Metroplex lift up his fist with both Bumblebee and the ponies safely inside. Flapping his wings to the point of flight, Sky Lynx took off and looked back slightly to see Metroplex just standing there.

“Follow me, Metroplex, I will lead you all back to Ultra Magnus!”

But he didn’t listen.

As Fluttershy continued to hug the yellow Autobot, Twilight turned to see Sky Lynx flying away and shouting back, “Follow me, Metroplex, I will lead you all back to Ultra Magnus!”

Twilight suddenly remembered when Metroplex didn’t do anything. She turned around and shouted as loud as she could, “Metroplex, follow Sky Lynx!!!”

“YES, ELEMENT OF MAGIC.”

With that, Metroplex took one mighty step forward shaking all the mares and Autobot in his gentle grasp. He looked straight forward with his hand in front of him and didn’t make a sound as he continued to trudge forward through the tattered landscape.

Twilight sighed with relief when she realized they were all one step closer to getting back home. Which reminded her, Twilight Sparkle looked back to see all her friends lying down and fast asleep. Even Bumblebee was sitting down with Fluttershy on his lap, she was asleep as well. Twilight couldn’t help but smile because she knew that it was a very tiring day.

Yawning deeply, Twilight Sparkle curled into a ball and slowly closed her eyes; Metroplex’s walking creating sort of a swaying motion that helped the experience of sleep. As Twilight closed her eyes, she suddenly realized how tired she actually was and fell asleep immediately.

All the while, Twilight couldn’t help but continue to say that one thank you in her head.

‘Thank you, Optimus Prime. You helped us survive our first day on Cybertron.’
________________________________________

Ultra Magnus had never felt this kind of fear before.

Ever since he lost track of Bumblebee, he had no idea if he or even if the ponies had survived. Of course they didn’t, he was such an idiot to let them go with Bumblebee on that mission that had failed already.

He knew it. The mission was a failure from a start. And now…..there was no hope for the Autobots. And worst of all, he just lost the lives of six innocents. There was no way he could forgive himself for this.

Ultra Magnus was no leader, that was a fact, but his fellow Autobots thought differently, they thought he was a true born hero….well…..most of them. As Magnus and many of his Autobots stood at the edge of the massive chasm below, the new leader of the Autobots was still in turmoil. Even though they had held off the Decepticons, Ultra Magnus was still getting chewed out by a SOLDIER!

“This is your fault, Magnus! We should have never listened to you from the start!”

One of Magnus’ fellow Autobots was still very mad at the “success” of the mission.

Ultra Magnus looked at him sadly and began to speak, “I’m sorry...I never really wanted any of this anyway but-“

“Oh NOW you say it!” The soldier interrupted, “This is just great, our only hope is gone now and several Autobots are dying by the astro-second from that attack!”

The soldier glared at Magnus and finished, “We should have never listened to you……you’re no Prime.”

Kup had enough and pushed the soldier aside and stood by his hurting friend, “That’s enough, soldier! Magnus has been through more than you could ever imagine!”

The Autobot lost it and waved his arms in the air, “Look around you! Cybertron is dead! Why do we even fight anymore when our final hope; Metroplex is still not operational!?”

For the first time in his life…..Kup didn’t know.

The soldier calmed down and sat on a broken supply box in defeat, Magnus stood alone while Kup simply patted him on the shoulder and walked back to comfort Arcee. To everyone’s surprise, Blurr was the one to break the silence.

“Without Metroplex, there can be no hope, there IS no hope! No hope, no hope, no hope, no hope, no hope at all.”

Springer chuckled, “For once…..I agree with ya, Blurr.”

It was silent after those final words were said. Springer always had to end the conversation with a smug comment, and now……that same defeated silence overcame all the Autobots….Kup, Hot Rod, Springer, Arcee, Blurr, several soldiers, and……Magnus.

If there was ever a better time to give up, now would be the time.

Magnus just couldn’t believe it; he had lost the Cybertronian wars. He knew that Optimus made the mistake of pointing him leader, he just never thought it would be this awful to actually lose everything.

Now there was no hope……no-

BOOM.

BOOM.

Magnus looked up slightly.

BOOM.

“What in the name of Primus?” Magnus muttered and stared down that smoke filled endless chasm in front of him.

BOOM.

Now it was their turn. Kup, Arcee, Blurr, Hot Rod, Springer, and all the Autobot soldiers got back up and stared down the chasm with Magnus. Whatever made that noise…..it was coming their way.

BOOM.

“Magnus, what is that?!” Hot Rod shouted when he caught view of those two glowing red dots in the distance. Ultra Magnus did indeed saw them as well; red optics only belonged to Decepticons…..like their day could get any worse.

BOOM.

“Autobots….prepare for battle.” Ultra Magnus ordered his voice shaking a little bit when the sound of footsteps began to get closer. A Decepticon titan? Those things were nothing but myths…..but still…..Ultra Magnus knew this was the end…now that they had lost nearly all of their soldiers.

Nothing could save them….all except….

“What the…?” Arcee muttered and gawked in awe when the red Autobot symbol appeared out of the dust.

“Is it possible?” Kup asked when the being began to step closer. The ground began to shake with such intensity that it almost made Blurr fall on the ground.

BOOM.

They could see it now. Their prayers were answered by Primus himself when they saw Metroplex slowly make his way to the destroyed Autobot base. Ultra Magnus stepped closer when Metroplex finally came to a stop right in front of them.

“What…how did….I don’t…uhhh...” Ultra Magnus muttered when he saw Metroplex staring down at all of them. How was this possible?! Metroplex could only be awakened a special way. So how did he get brought back to li-?

Metroplex slowly brought his right hand down.

Magnus backed away as did his teammates when the hand met the edge of the landing platform. The fingers began to lower themselves as all the Autobots gasped when they saw them.

Even though Magnus was happy they were alive, there were still millions of questions flowing through his mind.

‘How did they get here?! Why is Metroplex holding them in his hand?! AND HOW DID THEY EVEN BRING METROPLEX BACK TO LIFE?!?!’

His questions were answered by the Autobot titan.

“ELEMENT OF MAGIC, MY JOURNEY IS DONE. AWAKEN AND EMBRACE ULTRA MAGNUS.”

The Autobot leader was confused, his journey was done? What did that even mean? But then again, Ultra Magnus couldn’t help but smile when all the ponies in Metroplex’s hand squirmed and yawned.

Slowly opening her eyes, Twilight stretched and looked forward. There he was….Ultra Magnus and the rest of the crew staring at them in awe. Twilight couldn’t help it and actually sped off of Metroplex’s hand and hugged Magnus’ foot.

“Awwww…” Springer smiled when he saw the little pony embrace Magnus with such passion.

Magnus smiled and suddenly looked back up to see the other ponies….

….it was not a pretty sight.

Rarity was limping with every step and he noticed her forehead was covered in dried red liquid. Pinkie Pie was covered in grime and muck, but she didn’t seem to mind as she simply trotted forward with a slight smile on her face. Applejack was limping the hardest and almost fell down, only to be caught by Fluttershy who was still in pain from her broken wing. But Rainbow Dash….oh Rainbow Dash was the worst. Bumblebee cradled her in his arms as he slowly approached Ultra Magnus who had a horrified expression. Her entire body was limp when he noticed red liquid pouring out of her wing and leg. Her eyes were closed but not her mouth that was slightly open.

This was his entire fault.

Bumblebee, Fluttershy, Applejack, Pinkie Pie, and Rarity finally reached Magnus where Twilight was waiting. But he wasn’t focused on them; he was focused on Rainbow Dash. Taking her out of Bumblebee’s grasp, Ultra Magnus handed her to an Autobot soldier who gracefully cradled Dash in his hands.

“Take her to the medical bay now!” Ultra Magnus ordered.

The soldier simply nodded and raced off towards the destroyed base. Ultra Magnus looked back at the ponies and suddenly realized something.

They were all hurt.

“Can you walk?” Magnus asked Applejack as he bent down to meet her eye level.

Applejack shook her head and looked back at her hurting hind leg, “Nah, Ah don’t think Ah can walk anymore.”

That was all Magnus need to here. Standing up, he pointed at Hot Rod and yelled, “Kid, take Applejack to the medical bay!”

Hot Rod smiled and walked forward to the farm pony. He gently scooped her up and held her in his arms; Applejack looked back up at him as he smiled, “Comfortable? We may be walking for a while.”

Applejack forced a smile back but lost it when her hind leg began hurting again. Hot Rod took that as a "no" and raced forward to what remained of the Autobot base. Ultra Magnus looked back down at those four ponies.

“Do any more of you need to be healed?” He asked.

Fluttershy looked at her broken wing and nodded slightly; Rarity touched her forehead and whined in sorrow. Magnus frowned and said, “I’ll take that as a yes.”

Before any of them could move, the sound of flapping came from above.

The Autobots and ponies looked up to see Sky Lynx slowly descend onto the runway. He spread his legs and lowered his wings when he landed perfectly and looked at Ultra Magnus.

“Magnus, we have a wounded hero!” Sky Lynx shouted and opened his door.

Kup raced inside of the mighty Autobot and slowly made his way out carrying none other than Cosmos in his arms. The Autobots gasped but not the ponies when they already knew that Cosmos was injured, they simply gave him a sorrowful look as Kup passed holding Cosmos.

“Magnus, he’s losing Energon, we need to stabilize him now or he’s a goner!” Kup shouted.

Ultra Magnus nodded and said, “Then we’ll do just that, Kup.”

Turning around, Magnus slowly walked towards the Autobot base with Kup, Arcee, Blurr, Springer, Bumblebee, Rarity, Fluttershy, Pinkie Pie, and Twilight following close behind. Ultra Magnus looked at his side and saw Twilight walking right next to him.

He coughed slightly which made the unicorn look up at him expectantly. He wore an emotionless stare as he said these words to her.

“We have a lot to discuss, Twilight Sparkle.”
________________________________________

“And so, after Metroplex destroyed Scorponok, he picked us up and he took us all to you, Ultra Magnus.”

Twilight Sparkle sighed deeply when she finally finished all that has happened to them. From awakening Metroplex, to surviving the city of Iacon, to battling Scorponok, and finally….this.

Magnus, Hot Rod, Kup, Arcee, Bumblebee, Springer, Blurr, and several Autobot scientists were sitting on several destroyed crates in awe. Since there was no more chairs, most of them stood and listened to the pony’s story.

Ultra Magnus was…..surprised that they survived through all of this. Even the strongest of Autobots could never make through all of Iacon in one piece, but these brave little ponies managed to do it with the aid of Metroplex.

But there was one thing that still bugged him.

“Hey, Twilight,” Ultra Magnus began as the little unicorn faced him, “why would Metroplex listen to you and your friends?”

Twilight smiled and answered him, “Well you see, he told us that thanks to us we brought him back to life and that we were in control of him.”

“I guess that makes sense.” Arcee shrugged.

Another silence filled the room as the Autobots stared at these ponies, not knowing whether to be proud of them or to be angry at them. The reason for that would be now THEY control Metroplex and not the Autobots.

Metroplex was the last hope for the Autobots…..

…and he listens to little ponies.

Sweet mother board of Primus.

Ultra Magnus sighed and asked the one question he had been dying to ask.

“Twilight, is there any way we can get Metroplex to take orders from us?”

Twilight Sparkle shook her head and answered, “No, Metroplex said he’ll only take orders from us, and I don’t know if he’ll even listen to you, Ultra Magnus.”

Blurr immediately shouted after Twilight had finished her sentence, “But you don’t know the strategic combats that the Autobots had made for hundreds of mega-cycles! How can you use Metroplex in the most effective ways if you don’t even know all his powers and abilities?”

Twilight sighed and shrugged, “I just have a hunch that-“

The door opened.

Twilight and Pinkie Pie, the last two ponies that didn’t get hurt, sighed in relief when their closest friends came piling out of those doors with First Aid behind them. Rarity had a pretty nasty scar on her forehead as she touched it softly. Applejack had a crutch on her hind leg but she didn’t seem to mind now that she wasn’t limping anymore. Fluttershy’s wing was all bandaged up as were her several cuts. Rainbow Dash still looked the worst. She had bags under her eyes as her hoof and wing were blood stained with bandages. She slightly limped but was good and alive at least.

Pinkie Pie and Twilight hugged each of their friends in affection as Rarity turned her head and whined out loud, “Oh none of you look at me, this scar makes me look simply horrid!”

“It’s okay, Rarity,” Fluttershy said and looked at her bandaged wing, “we’ll get better.”

“Yeah and besides,” Rainbow Dash stuck her hoof in the air, “you can’t keep this mare down!” But she immediately stopped and rubbed her sore spots.

Applejack looked at her hind leg and groaned, “Well….Ah might not be doin’ some applebuckin’ in a while.”

“None of that matters, girls,” Twilight smiled and hugged Applejack, “as long as you’re all safe.”

First Aid slowly passed each of the ponies and made his way to Ultra Magnus. He coughed and began, “These ponies are actually pretty interesting. But they do share some qualities of Cybertronians so it was quite easy to get them all fixed up. Like…their blood is like Energon and their bones are like ours only…..easier to break.”

Magnus nodded and said, “Good job, First Aid. Now go.”

First Aid nodded and prepared to leave the room, but he stopped when he suddenly remembered what he had wanted to tell Ultra Magnus about. He turned back around and said, “Oh and by the way, Magnus, the computers are working again and…..Elita One has been trying to contact you.”

That name.

That name brought Magnus to his feet and over to the computer in a very quick motion. The ponies watched as Ultra Magnus began typing away on the keyboard. They were very confused how Magnus was acting now and looked up to see Bumblebee, Kup, Springer, and Hot Rod make their way to Magnus’ side.

“Who’s Elita One?” Twilight asked.

Arcee bent down to meet the unicorn’s eye level and began, “Elita One is a devoted Autobot and a powerful warrior, fearless in the face of the enemy, but compassionate to those who need her help.”

“Wait a minute,” Rainbow dash interrupted Arcee, “did you just say….her?”

Arcee nodded.

“But I thought all the female Autobots were dead.” Twilight remembered what Arcee had told her about.

Arcee smiled and said, “I said MOST of them had been eradicated.”

Before any of the ponies could ask another question, the sound of static came from their lefts. When they turned their heads, they saw the computer screen showing a pink Autobot. This one almost looked like Arcee except she had horns instead of a helmet.

Twilight actually felt braver when this female Autobot spoke. Like she was truly meant to lead in the first place.

“Elita One reporting, Ultra Magnus, we have found out that the Decepticon Space Bridge is now fully operational, which means we can send that all-out assault like you told me.”

Ultra Magnus nodded and said, “Yes, Elita, but our soldiers are decimated, that Decepticon attack nearly wiped us all out.”
Elita One raised her hand and said, “Do not worry, Magnus, we will assist you when the assault has begun….which will be….”
“In exactly two mega-cycles.” Ultra Magnus finished her sentence. Elita One smiled and looked behind Magnus, which she caught view of the little ponies gawking in awe.

“What are those?” Elita One asked.

Ultra Magnus turned around and pointed at them, “Those are ponies, they have been sent here from the planet of Equestria which I may include Optimus Prime is at right now.”

Elita One’s mouth hung open as she stuttered, “O-Optimus Prime?! How is he doing? Is he alright?!”

Springer chuckled and said, “You just want to know how your boyfriend is doing don'tcha?”

The mares gasped.

“Boyfriend?!” Rarity repeated the words said. Twilight was indeed surprised as well, they knew Optimus was a brave hero, but they never thought he could be a lover to anyone.

“Shut up, Springer!” Elita One shouted, “Anyway-“

Just then, the computer spoke.

“INCOMING MESSAGE.”

Blurr tapped the computer quickly and brought up another holo message from none other than one of the smartest and greatest Autobots to ever have lived. Twilight took quick notice of this strange Autobot.

He, obviously it was a ‘he’ from the white metal beard, had blue, silver, and red armor. His horns came from the side of his blue eyes which was odd. He had a long cape that was the same color as his shoulder caps.

Twilight didn’t know for sure but…this Autobot seemed to be very intelligent, it was just a feeling she had…..that this Autobot was meant for something great.

Ultra Magnus gasped and began, “A-Alpha Trion sir! What is it that you want?”

Alpha Trion cleared his throat and narrowed his optics at the Autobot leader, “Ultra Magnus, your mission will fail if you don’t act now. The Space Bridge may be operational now….but if you and your men don’t hurry, Octane and the other Decepticons will destroy it. For they know what you are planning to do with the ponies, and they will never let them leave this planet.”

Even the six ponies gasped when the Autobots did. Ultra Magnus got in closer and asked, “H-How did you know about the po-“

“That does not matter now, Ultra Magnus, the Space Bridge will not hold for much longer. Get going…hero.”

Before Alpha Trion could deactivate, Ultra Magnus shouted, “Wait! Aren’t you going to assist us in getting the ponies back?”

Alpha Trion turned his head to the side and saw the six ponies obviously intrigued. He kindly smiled and said, “No, Magnus, I am no soldier. But you, you are to lead the Autobots to victory. Don’t let any Decepticon tell you different. Now, we believe in you, Magnus, the fate of Cybertron is in your hands.”

With that, Alpha Trion disappeared. Elita One looked straight at Magnus and simply nodded once, “We will meet you at the Space Bridge, Magnus. Elita One out.”

Her face disappeared as well. With his hands on the computer screen, Ultra Magnus turned back around at the six ponies obviously waiting for an explanation. Sighing deeply and walking forward, Ultra Magnus knew that this once again was his choice.

He would be endangering the lives of his fellow Autobots: Hot Rod, Blurr, Kup, Springer, Arcee, and Bumblebee. He had very little soldiers left….except….they now had Metroplex and…..

Ultra Magnus looked down at the ponies that were tilting their heads and leaning in forward, obviously waiting for him to announce something. Would he do it again? Would he really endanger the lives of the only innocent aliens that had ever arrived on Cybertron again?

On one hand, he would deny it and the six ponies would stay here under the protection of the Autobots. But on the other hand, Octane was going to destroy the Space Bridge, so if they didn’t get their quick WITH the ponies, they would never go home and be trapped on Cybertron forever.

Ultra Magnus knew what to do.

It was a long shot and probably one of the dumbest things he had ever done but still….getting the ponies back home and having them save the true leader of the Autobots was far more important.

Bending down to meet their eye level, Twilight and Ultra Magnus locked eyes for a short while. Twilight still felt safer when she looked in those blue eyes, not exactly like Optimus but still close enough.

On one knee, Ultra Magnus sighed and said the one thing he would regret later on.

“It is time, Twilight Sparkle, for you and your friends to go home.”

The Space Bridge

“Metroplex, follow us! We’ll lead you to the Space Bridge!”

With Ultra Magnus hanging out on the side of the Autobot dropship, he had watched as the last hope for the Autobots was walking calmly beside them. In his left hand was Twilight Sparkle, Pinkie Pie, Rainbow Dash, Fluttershy, Applejack, and Rarity, each of them both scared and excited for what was about to go down.

They were going back home! Their true home! With the help of all these Autobot ships and Metroplex himself, it was for certain that they would be in Equestria and stop Discord’s reign once and for all.

Speaking of the Autobots, they truly wanted them to get back home. For with them was not only Ultra Magnus, Hot Rod, Springer, Kup, Arcee, Blurr, Bumblebee, Sky Lynx, the Protectobots, and this all new soldier they had never seen before named Scattershot, but it was the entire Autobot army!

What remained of it that is.

It was still a pretty amazing sight, a massive armada of Autobot ships sailed through the skies with Ultra Magnus’ ship right next to Metroplex’s left hand, and with Sky Lynx close by, getting the ponies back to Equestria was a sure thing.

When Ultra Magnus keeps a promise, he KEEPS a promise!

Ultra Magnus looked down from the open door and shouted, “Twilight, tell Metroplex to follow us!”

Twilight was still pretty amazed but looked back up at Magnus quickly, “O-OH yeah!” Turning back to Metroplex, Twilight pointed forward and shouted, “Metroplex, forward march!”

Twilight immediately fell back into Metroplex’s calming grasp when he took a giant step forward. He was soon following the Autobot armada on their way to the Space Bridge.
________________________________________

Now most would believe Rainbow Dash to be pretty excited to go back home…but really….she was just bored.

Sitting on Metroplex’s hand has gotten old after the first few times, and now this time was even longer. Still, she couldn’t wait to get back in the action when they arrived to this Space Bridge thing that could get them all back home.

‘First things first,’ Rainbow Dash thought, ‘When I get back to Equestria, I’ll be sure to buck Discord’s teeth in.’

But Twilight…..oh like the amused little school filly she was, she looked around every second at all the sights they had passed while on their way. Being on another world, and since this was a long trip, she took the time to look around and see the sights.

Cybertron was….different, nothing at ALL like Equestria, but still very interesting. The sunlight was about to go down and Twilight thought for sure she saw a moon or two beginning to rise. Wait, TWO moons?! Twilight just couldn’t believe that this world had so much to offer; too bad she didn’t have her quill and paper to write down all she saw.

With Twilight looking off the edge of Metroplex’s hand, Fluttershy didn’t feel so well and stayed directly in the middle of the massive palm. The timid pegasus was shaking softly when she realized they were going into another battle, but still she remembered what Twilight had told her.

‘Be brave.’

Pinkie Pie was actually enjoying herself. Even though she knew it would be scary during the battle on the Space Bridge, she always remembered to laugh in the face of fear and everything will be alright.

Rarity seemed alright except for her constant whimpering and shaking in terror. Oh she was going into another horrid battle, but this time she HAD to push forward! If she didn’t, she would never see home again or her family for that matter.

Rainbow Dash was ready; she stretched her only working wing and her legs just in case anything happened, and on another world anything was possible. This time she wouldn’t falter or be shown weakness in the face of the Decepticons.

Applejack, with once her get-ready attitude was really not in the mood to go in another fire fight. Her hind leg still hurt but she knew she had to ignore it or else bad things were going to happen to her if she didn’t.

And it was growing nearer.

Twilight looked over to the left to see Ultra Magnus’ ship open up and see Magnus himself step out and yell over the winds, “We’re approaching the Space Bridge! Get under Metroplex’s fingers so those missiles don’t hit you!”

Twilight nodded with such speed that it looked like her head was going to fall off, not because she was afraid, but because it was getting very cold.

Kup held onto the steering wheel and looked back at his old friend, “Magnus get back inside now! The Decepticons’ defenses are attacking now!”
________________________________________

Octane was watching from the many support structures hanging around his precious Space Bridge. The Autobots were drawing nearer with hundreds of attack ships coming at any second…not only that but Metroplex was with them.

“Those worthless Autobots think they can get those creatures back to their home world with MY Space Bridge?!” Octane shouted.

“Don’t you mean OUR Space Bridge, Octane?!”

Turning around to face his first lieutenant, Octane grumbled when he saw the familiar face of Quake.

“Oh of course, Quake, how could I forget about my most loyal subject?” Octane apologized only to be interrupted by a familiar annoying voice.

“Loyal subject?” Slipstream repeated Octane’s words with interest, “A few days and you’re already acting like Megatron.”

“Silence, Slipstream!” Octane shouted and faced the invading Autobots who were very close now. Clenching his fists, Octane pointed out and shouted, “Slipstream, you and your armada better hold off those Autobots long enough for the defenses to be activated!”

“Don’t die on me.” Slipstream smirked and transformed into her seeker form. After flying off with several other Decepticon forces, Octane faced Quake with interest.

“Get those defenses online now, Quake, and make sure to get the Terrorcons and ground troops around the Space Bridge just in case the Autobots plan a little ground invasion.” Octane ordered.

“With great pleasure!” Quake transformed and drove away onto the platform.

Octane watched as both Slipstream and Quake were sent forward to hold off the Autobots, which was a perfect opportunity for him to set the Space Bridge to self-destruct.
________________________________________

Just as fast as Kup had said those words, several Autobot ships exploded in a show of fire and bright lights. Ultra Magnus scrambled back inside with the door closing in front of him, just in time for Kup to swerve the ship out of the way when several missiles were sent their way.

Twilight looked up to see Metroplex getting hit with several miniature projectiles. Just as her bravery was about to leave her, Twilight remembered what Magnus had said to them before the attack had begun.

‘Get under Metroplex’s fingers so the missiles don’t hurt you!’

That’s exactly what she did.

Scrambling to safety, Twilight cowered underneath Metroplex’s mighty fingers with the rest of her friends. All bravery was lost when they were yet in another battle….hopefully this was the last one.

Twilight peeked up to see Metroplex’s other hand come in front of his left, obviously there were some heavy fire power defending the Space Bridge for Metroplex to use his other hand to defend his new masters.

Before Metroplex could take any more steps forward, a familiar shout came from behind them. Rainbow Dash turned around and realized it to be Sky Lynx flying close by. He looked over and saw the six equines cowering.

“Tell Metroplex to get you all there as fast as possible! My magnificent optics has found out that the Decepticons are using Warp Cannons to defend the Space Bridge!” Sky Lynx shouted and flew off.

Rainbow looked back at Twilight and prepared to tell her what Sky Lynx had said. But her train of thought was interrupted by Metroplex speaking.

“INCOMING WARP BLASTS.”

“Oh no, girls get together!” Twilight shouted as her and her friends held each other tight just when Metroplex got hit in the face with a massive purple ball of energy. Falling backwards, Metroplex could hear the several screams of terror coming from the Element Bearers in his hand. If he was going to fall, he would make sure his masters had a safe landing.

The mighty Autobot turned his cracked optics to a new building not too far away from his reach. He had no choice and reached with his left hand over to the building where it landed softly.

Twilight, Fluttershy, Rainbow Dash, Applejack, Pinkie Pie, and Rarity found themselves thrown off of their guardian’s soft grasp and onto an even harder ground below into a dark area.

The last thing Twilight heard before she blacked out was Metroplex landing into the chasm below….leaving them in an unknown structure.

“Twilight can you hear me?”

“Twiiiiliiiiight?”

“Is her face gonna stay like that?”

“Oh shoot, what if she doesn’t wake up?”

“Wait, she’s opening her eyes.”

The small unicorn slowly opened her eyes but found out the room she and her friends landed in wasn’t so dark after all. There were several blue lights sprawled across the room, some on the walls and some on the ceiling.

As Twilight stood back up on her own, the rest of her friends smiled with relief and backed away when their egghead friend began observing the room.

This room was actually pretty massive, big enough to fit at least 300 hundred or more ponies for a meeting or something. The entire room glowed dark blue with several glowing boxes sprawled across the walls. But what most intrigued her was the strange object in the center.

“Twilight, look over there.” Pinkie Pie pointed out and watched with the rest of her friends when they saw the massive hole they had landed through. The sunlight seeped in which gave all of them a little bit of light in this dark room.

“I see it, Pinkie, and Metroplex made sure we landed somewhere safe.” Twilight exclaimed and walked back into the room while the rest of her closest friends followed.

Twilight came up to the strange object in the center of the room of the room and observed it up and down. When the rest of her friends came by her side, Twilight lifted up a hoof to touch the glowing screen in front of her.

“Wait, Twilight that might not be such a good i-“ Rarity began but stopped in mid-sentence when the machine lit up a light blue.

To the equines great amazement, a giant blue ball lit up in the center and formed some kind of 3-D effect. But the strangest thing that happened was the giant long-necked creature that appeared at the top of the blue ball. It was walking on all fours and in place, looking from side to side as the mares moved in closer to get a better view.

“What is that?” Applejack asked eyeing the strange creature up and down.

Twilight was also dumbfounded and what species this was. It looked kind of like a giraffe but had sharp teeth. Suddenly, the unicorn knew exactly what it was when the image turned its head toward her.

“It….it’s an Autobot.” Twilight spoke with disbelief when she caught view of the Autobot symbol on its head. The other mares’ mouths dropped as they got in closer to observe this…..Autobot.

“What kind of Autobot is this?” Rainbow Dash asked. Her lavender friend was about to come up with the best answer she could to this when suddenly a familiar and horrible voice came rushing back. Twilight knew that voice all too well, it was the voice from her nightmare, and it came from the computer.

“Shockwave’s log: This design known as Sludge was potentially powerful; unfortunately the test subject never survived the initial Insecticon attack.”

Twilight backed away in fear from Shockwave’s voice, except the rest of her friends who kept staring at this Autobot. Rainbow Dash’s eyes grew wider when she remembered that name.

“Hey, Sludge was part of Grimlock’s team, so I guess this is what Shockwave did to him.” Rainbow Dash enquired. Twilight stepped in closer and suddenly realized it, that message was from Shockwave’s log. If it was a log then this must be Shockwave’s observation room.

“I think this place belongs to Shockwave, girls.” Twilight said and looked around with the rest of her friends.

“Well, if Metroplex would have been so grateful as to drop us off somewhere else, then we wouldn’t have to be trapped in a Decepticon lair!” Rarity shouted.

Applejack shook her head and shouted back, “Dang it, Rarity, Metraplex had no choice but ta drop us off here!”

“But what if he just-“

“Girls!” Twilight barked and glared back at her friends. They quieted down when of course the smartest out of all of them began snooping around the room with interest. She looked back and explained what exactly was on her mind.

“Everypony look around this room, if that computer talked then all of these other ones might too.” Twilight said and began observing another computer.

Applejack stepped forward and muttered, “Soooo….you want us to do….”

“Just search around the room, AJ.” Twilight finished and pressed the screen on the computer right in front of her. While Rarity and Fluttershy came across a pile of blueprints and looked at them with interest, Rainbow Dash kept staring at the Dinobot Sludge. She gave it a sorrowful look when she realized that Grimlock never could’ve saved him.

Pinkie Pie hopped around a bunch of computers and looked at the colorful screens, Applejack simply walked to one computer screen at the front of the room and stared at it blankly.

“Ah have no idea how this mumbo-jumbo works.” Applejack sighed and pressed the screen with her hoof.

While the rest of her friends were caught up with whatever they were doing, Twilight watched with great interest at the light show displayed in front of her after she pressed the screen.

“Shockwave’s log, 7723A: The target planet is rich with raw energy but also infested with primitive carbon-based life-forms.”

Twilight watched as the screen lit up and showed some kind of mountains. This must have been Shockwave observing another planet when he was still on Cybertron. But Twilight still wasn’t intrigued enough and trotted over to the next computer. She pressed the screen, sat back, and watched.

The computer faced her and spoke with Shockwave’s voice.

“I have examined the DNA of the target world’s most ferocious creatures, and used it for inspiration in my latest experiments.”

Twilight gulped when Shockwave have muttered those words, experiments…just like in her dream. She just shuttered and moved onto the next computer. She tapped the screen when she was beginning to get used to it and another light show appeared in front of her.

It showed a glowing blue sphere and what appeared to be a vortex as Shockwave began to explain in his log.

“This primitive world is quite volatile. Its surface teems with volcanic eruptions and earthquakes.”

Twilight gulped slightly again at how Shockwave described this planet. It must have been a terrible place to live during that time. Suddenly Twilight’s eyes grew. Was he observing Equestria? No, he couldn’t be, Equestria wasn’t this bad.

Whatever planet it was, it must have been awful to live there.

Rainbow Dash sighed and decided to look around like Twilight had said; she came across a computer that Twilight had passed by mistake. After watching what her friend had done, Rainbow touched the screen lightly with her hoof.

The screen came down on her face and a picture of her and all her friends were portrayed.

“WARNING, ALIENS AT LARGE.”

“Yeah, we’re the aliens here.” Rainbow Dash chuckled softly and moved around the room like the rest of her friends. After Applejack had pressed on the screen, a light show appeared in front of her that showed a little mountain and a tree.

“Oddly, the target world’s surface is not composed of metal. Most of its ore lies closer to its hot magma core.”

“Weird.” Applejack muttered and began to walk away to the center of the room.

Rarity and Fluttershy gave up on looking at the confusing blueprints and decided to look at the pretty computers. Rarity came up to the closest one and tapped the screen lightly. The massive screen lowered itself and almost bumped into Rarity’s horn.

“OH!” Rarity yelped as the screen began to talk.

“ALERT. OUR NEW LEADER HAS ORDERED THE SPACE BRIDGE BE TERMINATED AT ONCE.”

“That doesn’t sound good.” Rarity muttered and began to walk away to Applejack. Fluttershy came across a computer that looked exactly like the one Rarity had found. With a shaking hoof, Fluttershy softly touched the screen in front of her.

All of a sudden, the massive screen above her lowered down and began to speak with Shockwave’s voice. The sudden movement caused the pegasus to yelp and cower underneath it.

“Our target world displays early forms of carbon based life, both botanical and reptilian.”

“Reptilian?” Fluttershy squeaked, “Other planets have….animals?”

As Fluttershy crawled away, Pinkie Pie hopped around the room and came across a strange looking device; she playfully touched it several times until two beams came upward and examined the species in front of her.

“ERROR. UNKNOWN CREATURE. STRANGE LIFE-FORM. NO LOGIC FOUND. ERROR, ERROR, ERROR.”

Pinkie Pie giggled and hopped away leaving a very confused machine behind her. She kept hopping until she came to another computer that none of her friends had touched. With a lot of interest, Pinkie Pie touched the machine as a strange looking ship appeared in front of her.

“Shockwave’s log: Now that The Nemesis is ready for launch, Megatron can proceed with his exploration of the target planet.”

“But Megatron came to our world instead, silly filly.” Pinkie Pie giggled and walked in the center of the room where the rest of her friends were. But they were missing somepony; her friends Applejack, Rarity, Fluttershy, and Rainbow Dash were there. The only one not there was….

“Girls, come check this out!” Twilight shouted from the lower level. They shrugged and trotted down to see what Twilight was talking about. And it was actually pretty interesting.

Twilight and her friends stood right in front of a computer screen that displayed a familiar spiked-back Autobot.

“My tests have shown this carbon design has proven to be remarkably resilient to blunt trauma. It withstood testing for better than 700,000 mega-cycles before expiring.”

The ponies gasped in awe when Shockwave finished his log. Fluttershy tilted her head and asked, “Snarl is that strong?”

Applejack chuckled and said, “Heck, Snarl is stronger than a buff stallion holdin’ heavy weights on his back on a hot summer day.”

“Uhhh…sure, Applejack.” Twilight sighed and moved onto the next computer. Her friends followed and were obviously intrigued now. Twilight pressed the screen and another Dinobot popped up. This one was not one of the ponies’ favorites due to his bad attitude.

“Early diagnostics show this carbon design would make an acceptable ramming device. The three horns atop the head would also allow the creature to skewer his opponents with relative ease.”

Rarity shuddered when Shockwave’s voice had said ‘skewering opponents’. Pinkie Pie giggled and said, “Oh Slug, he doesn’t have to be such a bad boy all the time.”

“And what makes you say that?” Rainbow Dash asked.

Pinkie smiled and answered, “First of all, we can change his name to Slag and then-“

“Girls, I think we should keep going.” Twilight interrupted and moved onto the next computer. The rest of her friends followed and watched as Twilight pressed the screen and the next Dinobot flapped his wings on the hologram.

“This particular carbon design is very different from the others. Its wing-span grants it impressive flight capability, not unlike some designs I’ve seen in ancient Cybertronian Archives.”

Rainbow Dash chuckled and said, “Impressive flight? I could beat Swoop any day of the week!”

The rest of her friends groaned and came across the last computer, the only one they didn’t check. Twilight sighed when she knew which Dinobot would be next. Touching the screen, the mares grew wide eyes when they saw the creature that had once been their enemy.

“Though physically powerful, this form lacks any intelligence to pose a threat to Decepticons. However, it has proven to be among the most vicious of those that I’ve researched. My aim is to merge its design with one of my Autobot test subjects."

Rainbow Dash grinned and shouted, “There’s Grimlock!”

Twilight rubbed her chin and thought out loud, “Grimlock lacks any intelligence? That can’t be right because he sounded smart when we….uhh fought him.”

“Well, Twilight,” Fluttershy quietly said, “He was VERY vicious when he protected us from the dragon. So I guess Shockwave was right about that.”

Rainbow Dash nodded and asked, “Yeah! Oh and Twilight, where do we go now?”

Twilight stopped in mid-thought, they had no idea where the Space Bridge was and no idea if Metroplex was okay or not. All they could do now was wait and hopefully something would happen.

And to Twilight’s great surprise…she was right.

A faint glow caught Twilight’s attention as she looked up to see her tiara glowing softly like last time. The last time it glowed bright was when they had resurrected Metroplex. Something wasn’t right here.

Just before Twilight could do anything else to solve this strange predicament, the most amazing thing happened. A powerful feeling overcame the little unicorn as her knees buckled and she almost face planted. Whatever that feeling was, it was gone now…and replaced by warmth in her chest.

Rarity caught her friend before she could fall and asked, “Twilight, is everything okay, darling?!”

Twilight shook her head and began to speak, “I….I don’t-“

But the most incredible thing happened to that little unicorn obviously struggling to stand up. Her ears perked up as a deep and powerful voice filled her ears only.

‘Twilight Sparkle….you must listen to me.’

The lavender unicorn spun around quickly as her elegant friend backed away. Twilight continued to look around the room frantically while the rest of her friends were looking at her and each other in confusion.

“Who said that?” Twilight asked the room around her.

Applejack rose and eyebrow and spoke out, “Twilight, what that hay is wrong with you girl?” Applejack moved in only to be stopped by Rainbow Dash placing a hoof on her chest.

“Just let her go, AJ, I think this world has already gotten to her.” Rainbow Dash frowned and stared at her unicorn friend that kept walking in a circle and talking to no one.

Twilight gulped and asked, “Who are you?”

The voice returned.

‘I……am Primus.’

“Primus?” Twilight thought out loud and turned to her friends who hadn’t moved a muscle. She frowned at them and asked, “Did any of you hear that?!”

“Hear what?” Pinkie Pie asked and spun her head around the room. Before Twilight could explain, the voice came back.

‘They cannot hear me, Twilight; I have focused my energy on your mind and yours only. You must listen to me or you will surely parish.’

Twilight nodded and asked, “What do you want us to do?”

Primus spoke in her mind again, ‘You must listen to me and do exactly as I say, for if you don’t, you will never leave Cybertron.’

Twilight gulped when the thought of never returning home came rushing back, she put on a stern face and answered, “Okay, we’ll listen to you.”

“Wait, WHAT?!”

Twilight spun around to see Rarity glaring at her. She walked forward and shouted at her, “What are you talking about, Twilight?! We’re not listening to anypony unless they’re Autobots!”

Twilight simply nodded and said, “It is an Autobot…I think.”

Applejack shook her head and asked, “Jus’ what exactly happened, Twi?”

The unicorn looked at all of her closest friends that were obviously waiting for an explanation to befall them. Twilight just wished that all her friends would believe her when she began.

“I heard a voice in my….head. It said that if we do exactly as it says, then it will get us all to the Space Bridge and back home.” Twilight cringed and waited for her friends to flip out.

Rainbow Dash was the first.

“Okay, COME ON TWILIGHT! Even YOU would know that it wasn’t real and just your mind playing tricks on you!”

“That’s just it, Rainbow,” Twilight shouted back equally confused, “I think we should listen to it at least this once! Since Metroplex is gone and we have no idea where the Space Bridge is, this could be our only hope!”

“But…I mean that’s so….stupid!” Rainbow shouted.

Twilight looked at the rest of her friends when she knew that Rainbow Dash wasn’t going to believe her. Applejack shook her head and frowned, “Ya know, Twilight, Ah thought for sure that we were really gonna get off this world. But now that you’re tellin’ us that this voice in yer head is going ta order us around here, what if it tells us ta jump off the ledge of a cliff, would ya listen to it then, Twi?!”

The unicorn knew that Applejack was just the same as Rainbow Dash and moved onto her next friend. Rarity scowled and faced the other way, “No, Twilight, I have been through so much on this horrid world, and I have had enough from this point forward! This world has gotten to you, darling, and there is nothing we can do to help you.”

The tears had already been forming in her eyes after Rarity had said that. Why won’t they believe her?! But Twilight knew that her next friend would believe her, she in fact was the craziest and knew this wouldn’t be any different.

Pinkie Pie nervously rubbed the back of her head and began, “Ummmm….sorry, Twilight but….I kinda have to agree with Rarity.”

“Oh I knew you would come around Pink-WHAT?!” Twilight shouted in disbelief.

Pinkie gave her a sad expression and explained, “Sorry, Twilight, but I DO think this world has gotten to you just a tiny bit.”

“But…but…” Twilight stammered and looked at her last friend. The tears had already been falling down her face when her friends weren’t going to believe her, and she knew Fluttershy wasn’t going to either. She always joined the crowd and never thought for herself.

Fluttershy pawed at the ground and softly said, “I believe you, Twilight.”

Now the other mares turned their heads to their shy little friend with pure disbelief in their eyes, even Twilight’s. Fluttershy squeaked in fear when all eyes were on her, but she quietly sighed and explained.

“Twilight….you’re my friend and…..even though you are acting a bit…crazy, I already learned from you that we should always listen to our friends’ needs…no matter how weird or crazy they are.”

The six friends stood in silence. Did Fluttershy really just remind all of them about their past experiences? Never the less, Twilight walked forward and hugged her timid friend.

“Thank you, Fluttershy, I knew you….okay I didn’t really expect you to do it but thank you.” Twilight whispered.

Fluttershy smiled and watched as Twilight broke the embrace and looked at the rest of their friends. Rainbow Dash was rubbing the back of her head and trying her best to look somewhere else.

Finally she gave up and groaned, “Why did you have to mention that, Fluttershy?”

The yellow pegasus giggled softly and eyed the rest of her friends that had already looked embarrassed. Applejack pawed at the ground, Pinkie Pie shook her head while closing her eyes, and Rarity looked as if she was going to start crying.

Applejack nodded and quietly admitted it, “Fine….jus’ because yer mah friend, Twilight, ah believe ya. But if that voice in yer head is gonna tell us to jump off a cliff then Ah’m done listenin’ to ya!”

Pinkie Pie smiled again with teary eyes and sighed, “Yeah….I guess I forgot about episode 29 “Lesson Zero” huh?”

Twilight decided to skip asking whatever Pinkie was talking about and looked over to Rarity who had already been crying. Her tears were wiped away with her forehoof as she looked at Twilight with a quivering lip.

She breathed in deeply and began her apology, “Twilight, I am so sorry….but you are my best friend and…..I can never leave you or any of you behind. No matter what…like you said, Twilight, we will always be friends….together.”

The two unicorns exchanged hugs as did the rest of her friends. Twilight smiled through the tears when she found out they were in a big group hug, even on another world they could never be broken up.

When Twilight broke it, the rest of her friends circled around her while Applejack smiled and asked, “Well Twi, what do we do now?”

Just when Twilight had wanted it to happen, the voice of Primus came into her mind again, ‘Your friends trust you know, Twilight, as do I. Your friendship is truly something powerful, something I have not seen on Cybertron for many eons.’

Twilight calmly smiled, but her smile when deathly serious when Primus spoke in an urgent tone.

‘Now, Twilight Sparkle, the Space Bridge will be destroyed in one hour. There will be a console in the front of Shockwave’s Observation Deck, press it.’

Twilight nodded and looked over to the console that she had somehow passed by mistake. The unicorn looked at her friends and motioned her head towards the console, “This way, girls.”

As Twilight made her way to the console, her other friends exchanged looks one more time before they followed her to the largest machine they had seen in this room. When Twilight looked back she saw her friends all smiling and waiting for her to press the console.

Sighing deeply, the violet unicorn raised her hoof and gently tapped the console in front of her.

Just as immediately as she did that, the entire room began to rumble with several strange beeping noises appearing suddenly. To all of the equines’ great amazement, the wall in front of them slid open to the right and sunlight poured in like rushing water.

They cringed at the sudden exposure to light, but Pinkie Pie was the first to open her eyes and when she did….she gasped so loud that her lungs would explode if any more air would enter.

Several miles away was the same spiked tower they had seen when they arrived to Cybertron.

The other Elements slowly opened their eyes when they had heard their energetic friend gasp loudly. They gasped too but not as loud as Pinkie’s when they saw the Space Bridge tower not too far away. They could easily get to it now but…..they had one hour.

“Would ya look at that.” Applejack said in astonishment.

Twilight rubbed her head and was trying to think of some way to get there in time when an idea popped in her head. Focusing her hardest, Twilight bit her bottom lip when she asked out loud, “How do we get across in time, Primus?”

Nothing.

Twilight focused harder and shouted in her mind, ‘Primus, answer me please!’ Twilight’s pleas were answered by an even deeper voice than before.

‘Metroplex….awaken.’

Twilight opened her eyes as her breathing began to increase. Primus had just ordered Metroplex to wake up, but would Metroplex really listen to-

“WHOA SWEET NEELY!” Applejack shouted and galloped away from the front of the window. Twilight spun around and gawked when she saw Metroplex look inside the window; the light was trapped by the giant bringing his hand in forward.

The sound of glass shattering echoed through the room as Metroplex opened up his palm for his new masters to climb on. Rarity, Pinkie Pie, Fluttershy, and Rainbow Dash came out of their hiding spots when Metroplex was eagerly waiting for them.

Twilight and Applejack slowly approached when Metroplex began speaking.

“WE DO NOT HAVE MUCH TIME.”

That was all they needed to hear for each mare to slowly climb onto Metroplex’s hand with ease. Bringing his fingers inwards to protect the mares in his hand, Metroplex brought his entire hand out of Shockwave’s Observation Deck and stared at the shivering ponies.

When Twilight realized Metroplex was waiting for something, she was about to speak when Primus spoke to her again…but this time was different.

The Element of Magic felt her horn glow softly as did her tiara. Twilight began panicking when she didn’t know what was going on…but it soon made sense.

A bright light overcame her vision as Twilight fell face first on Metroplex’s gentle palm. Her friends came to her side and brought her back to her hooves. With s gentle shake of her head, Twilight looked around and saw it.

The being of Primus.

None of her closest friends had paid attention to it; they were too worried to see if their lavender friend was okay. But Twilight didn’t look at them; she was still staring at the awesome being floating but a few feet away from her.

It was obviously a ‘he’ from the face structure and male dominance that glowed out of his magnificent armor. Speaking of the armor, it was multicolored with black, grey, blue, and red spread across every bump and pillar spreading out of the body of this great being. The glowing yellow eyes made her cower with fear, but a strange kind of fear, like how a mother would scold her children, that’s how Twilight felt as she stared at this god-like Transformer. Twilight had suddenly remembered, all the Autobots she had ever seen had said Primus’ at least once, referring to prayer or simply fear. This is what the Transformers believed in and worshiped, no matter what, this being made Celestia look like nothing.

Primus glowed in a soft light that shimmered across the cowering equines’ body, how did her friends not see this?! She didn’t have time to find out when he pointed left and began to speak.

‘The Space Bridge is that way, Twilight Sparkle; you do not have much time left so I will lead you there.’

Suddenly, Primus shrunk down into a glowing white ball of energy and flew away towards the massive tower several miles away. Twilight breathed in again as if wondering if she just saw that. She shook her head and shouted, “Metroplex, go to the Space Bridge!”

“ON MY WAY.”
________________________________________

The Autobot dropships slowly descended onto the platforms surrounding the Space Bridge, ever since Grimlock destroyed it they have added more structures, more defenses, and sure as Primus more Decepticons.

It was no longer a simple passageway to the command center of the Space Bridge, but now there were several turns and shields that there was no way the Autobots were breaking through without Metroplex’s help.

That’s all Ultra Magnus was thinking about when he stepped out of the dropship and landed on the closest platform. Following him was Arcee, Kup, Hot Rod, Blurr, Springer, Bumblebee, Scattershot, and the Protectobots.

Ultra Magnus looked back and didn’t see Metroplex anywhere.

“Where is he?!” The Autobot leader shouted over the gunfire echoing over the floating grounds. Kup watched in horror as the Warp Cannons shot down several Autobot ships trying to cover fire.

“Magnus,” Kup shouted, “we can’t stay here anymore! Either we move up and take out the defenses, or we stay here like sittin’ protoforms!”

Ultra Magnus looked around frantically and still no sight of any type of equine or Autobot city. He sighed and activated his photon burst rifle, he knew he had to push forward with the ponies or not. With a single cock of his weapon, Magnus stared down the grounds that floated ahead which showed the first Warp Cannon.

The Autobot leader pointed at a group of Autobots and shouted, “Protectobots, merge into Defensor! You’re mission is to take out that Warp Cannon!”

Hot Spot cracked his knuckles and yelled, “You heard him, Protectobots, let’s do this!”

As the leader of the Protectobots had given the orders, Streetwise and Groove ran forward and transformed into the legs. They crashed to the ground and almost buckled the knees when Hot Spot landed on top of them, forming the head and torso. Blades flew in from above and transformed into the arm. Hot Spot caught him and placed him in the right arm socket. Finally, First Aid jumped up as high as he could and was caught by Blades who placed him in the left arm socket. Transforming to make it complete, Defensor stomped forward and destroyed the barrier in front of Magnus and several Autobots.

The Autobot soldiers yelled victory cries and ran forward while Magnus and his group stayed behind to watch Defensor stomp on several Decepticon soldiers.

“We got our heavy artillery huh Magnus?” Springer smiled at his friend.

Magnus shook his head and pointed forward, “Oh no….what have I done?”

Just as he said that, his team looked forward to see the Warp Cannon charging up and firing one blast at the Autobot colossus. Arcee screamed when Defensor fell to one knee and at the mercy of the cannon.

Right before the cannon could finish off Defensor, the Warp Cannon exploded from several missiles coming from behind.
Defensor stood back up and turned towards Ultra Magnus, he almost laughed when he saw Magnus’ expression. Instead he just smiled and chuckled, “LOOKS LIKE MY MISSION IS COMPLETE, MAGNUS. I’LL JUST MOVE ONTO THE NEXT CANNON.”

While Defensor stomped away to fight off the Decepticons, Ultra Magnus looked behind him and wondered what had saved Defensor’s life.

It wasn’t hard to find out when the black fist rose up on the platform.
________________________________________

Driving and swerving to dodge Autobot fire was the Decepticon Quake in all his glory. Now in his tank form, Quake shot and actually destroyed an Autobot dropship while on his way to find the Terrorcons.

Now that all the defenses were activated, Quake had one objective left.

Driving up a ramp and transforming in mid-air, Quake crashed to the platform where the Decepticons he was looking for were.

Quake cracked his neck and shouted loud enough for each of them to hear, “Terrorcons, Octane has ordered you to form Abominus at once! The Autobots have brought out Defensor and-“

“No!” Hun-Gurrr yelled and jumped in front of Quake. The other Terrorcons growled with hatred and began to move in on the Decepticon.

Quake put up his hands to show he wasn’t a threat and spoke, “I am not your enemy, Terrorcons, but-“

“We know you are not our enemy!” Cutthroat shrieked from a high perch.

“Yessss,” Sinnertwin hissed, “Octane is the one we hate the most.”

Quake smiled and explained, “Then we are on the same page, tell you what, if you take out the remaining Autobots here, we will overthrow Octane once and for all!”

The Terrorcons exchanged looks while Blot shouted, “And what do we get out of this?!”

Quake gave the Terrorcon an odd look and asked, “Did you not just hear me? I said-“ Quake couldn’t finish when Hun-Gurrr interrupted him.

“Do not ask, Quake, Blot is not right in the head.” Hun-Gurrr growled and tapped his forehead. Quake slightly nodded, he could agree with that.

When Quake suddenly realized that all the Terrorcons finally understood, he raised a fist and yelled, “Terrorcons, are you ready to rule the Decepticons?!”

“YEAHHHH!!!!”

“Then form Abominus!”

Hun-Gurrr stepped forward and shouted, “Yes, Quake is right, we shall consume on these invading Autobots and then Octane will be desert!”

“Let’s do it!” Rippersnapper shrieked.

All of a sudden, each Terrorcon joined together to form this massive beast, and also the strongest of all the combiners, Abominus. Quake’s smile turned to sheer terror when Abominus began stomping around looking for something to smash.

He looked down at Quake.

“ABOMINUS HUNGRY!”

The Decepticon smiled and transformed into his tank form, he took off down the platforms and shouted from behind, “Dinner is this way, Abominus!”
________________________________________

“Twilight!” Ultra Magnus shouted completely relieved to see that the ponies had lived. As the six mares stumbled out, they were instantly surrounded by several familiar Autobots.

“I thought I’d never say this but…. I’m so happy to see you ponies!” Kup smiled.

The mares gave confused smiles back at Kup but stopped when Magnus had begun to speak.

“Hear is the battle plan, Metroplex will-“

Ultra Magnus stopped in mid-sentence when he saw Metroplex look over them. The mighty titan brought his head down to the six ponies and spoke, “I CANNOT FIGHT THIS WAY. I WILL FIND A HIGHER PLATFORM TO STAND ON, UNTIL THEN BE SAFE.”

“Got it, Metroplex!” Twilight shouted and watched as the Autobot titan walked away from their position and closer to the Space Bridge tower itself.

Magnus shrugged and quickly said, “Okay new plan. Kup, Scattershot, and I will lead the way while Springer, Bumblebee, Hot Rod, and Arcee will stay behind us. You ponies will be in-between our shield so none of you get hurt.”

Blurr sped forward and flipped his hands to the side, “What about me, Magnus? What about me? I can help, I wanna help! What about me?!”

Magnus frowned and flatly ordered, “Blurr you can stay with Hot Rod and the others.”

Blurr put his hands on his sides and smiled, “Absolutely positively! Need a job done, I’m the bot for it, no other bot can out beat me, nobody, nobody, nobody!”

“Then let’s roll out!” Ultra Magnus shouted and took off to the left which led to several more platforms. It seemed like a perfect place to go since there were no Decepticons there. So the Element Bearers, Bumblebee, Arcee, Hot Rod, Springer, and Blurr followed the leaders of the Autobot assault.

But the spirit of Primus said otherwise.

The glowing orb of Primus himself appeared in front of the purple equine; stopping her in her tracks. Twilight stared at the orb for several seconds until spoke to her again.

‘No, Twilight Sparkle, this way.’

The orb then took off towards the right, the area filled with Decepticons and several ways that could kill even the strongest stallion. Twilight shuddered when she stared down the platforms that Primus’ orb had already passed. Her friends stopped and looked back at their whimpering friend.

“Twilight, wait are ya waitin’ for?!” Applejack screamed and came by her side. After the rest of mares went to Twilight, Hot Rod stopped and turned back to see the ponies haven’t moved at all.

“Kid, where ya going?!” Springer yelled and saw Hot Rod turn back and run in the opposite direction. Hot Rod turned back to tell Springer what he was doing when he saw something that was far more important.

“Springer, get outta there!”

The green Autobot turned around to see an Autobot dropship literally on fire and heading straight for them! Hot Rod ran back and grabbed Arcee’s hand to pull her out of the way while Springer, Bumblebee, and Blurr dodged the dropship just in time.

“You better stay close to me!” Hot Rod yelled while holding Arcee’s hand. A sudden explosion from the dropship caused Hot Rod to fall on his back with Arcee on top of him.

Hot Rod looked up to see Arcee smiling softly and chuckling at their position.

“No, you better stay close to me.” Arcee jokingly said and gave Hot Rod a seductive look.

Right before Hot Rod could move, Springer pulled Arcee up and then him. Springer chuckled and said, “So you and Arcee huh?”

“Shut up, Springer!” Arcee and Hot Rod shouted in unison.

“Ummm…excuse me but….I think we have bigger problems.”

Springer, Hot Rod, and Arcee looked down to see Fluttershy pointing passed them. They followed her hoof and almost screamed in panic when they saw what happened.

The dropship blocked their escape.
________________________________________

Ultra Magnus, Scattershot, and Kup turned around in shock to see the Autobot dropship crash right in between them, their fellow Autobots, and the six ponies.

“NOOOO!!!!” Magnus shouted and tried to find a wedge between the ships, but the fires were too powerful and caused him to back away with his hands in front of his face. Kup came up and gave a horrified expression to whatever happened to those sweet little ponies beyond there…..it had to be horrible.

Scattershot looked back and saw the Decepticons beginning to defend again; he looked at Magnus and shouted over the fire, “Ultra Magnus, the Decepticons are coming our way! It was trap the entire time!”

Kup sighed with relief and assured the group, “So the ponies are safe now.”

Ultra Magnus looked directly and Kup and muttered, “I wouldn’t say that.”
________________________________________

All the angry glares got passed to the little unicorn, Bumblebee, Hot Rod, Springer, Arcee, and Blurr stared at Twilight accusingly while her friends were busy yelling at her.

“What the hay, Twilight, we were going to right way!”

“Why ever would you stop?!”

“Twilight…I’m not mad but…please don’t try and kill us like that again.”

“Yeah that flying boat almost crushed us!”

“Twi, does this have somethin’ ta do with that voice in yer head?!”

Twilight was lost in both thought and confusion, her friends were yelling at her while she was still wondering why Primus would do that to them.

Her answer came shortly.

Twilight stopped breathing when Primus’ voice came back in her head, all her friends’ was drowned out and all she heard was the god of Cybertron.

‘Twilight, you didn’t listen to me. You have to go exactly where I tell you to go or else you will perish. You must go right; its path will lead you directly to the Space Bridge controls….exactly where Octane is trying to destroy it.’

‘But…but there are Decepticons everywhere over there and-‘ Twilight began only to be interrupted yet again.

‘You or none of your friends will be harmed…the Autobots will protect you. Now tell them where to go.’

Twilight nodded once and turned back to her friends who were obviously waiting for an explanation to their almost demise. Twilight gulped.

‘Oh please let them believe me!’ Twilight begged in her mind.

Twilight nervously began, “Ummm….girls….I know this sounds crazy but…we have to go right…it will lead us to the Space Bridge controls where Octane is right now.”

Applejack growled and shouted, “ARE YOU CRA-“

“Wait, let me get a reading!” Blurr interrupted and checked his sonar. Applejack calmed back down and watched intently as Blurr kept looking at his arm.

He finally looked back up and explained, “Sonars indicate that the Space Bridge controls are directly right, passed the third column, left, and finally straight down where Octane is trying to destroy the Space Bridge with the self-destruct protocol as we speak! He will be finished in exactly 45.9 cycles and counting down!”

Now the five mares were surprised, even the Autobots looked down at Twilight who shuffled nervously when all eyes were on her again. Hot Rod tilted his head and asked, “How…how did you know?”

Twilight didn’t have time to answer when Primus spoke to her again.

‘Time is short, Element of Magic, go right and follow me.’

The little unicorn nodded and looked at each of her closest friends and Autobots staring at her. She grew a stern face and shouted over another explosion, “Follow me, I know where to go!” Twilight took off towards the right where several Decepticons were waiting to kill.

“I don’t know about you guys, but I’m following her!” Springer shouted and transformed into his helicopter form. He took to the skies but kept close to the unicorn below.

“Let’s go, follow us!” Hot Rod shouted and ran forward. Arcee and Blurr took off behind Hot Rod while Bumblebee stayed with the ponies he swore to protect.

Fluttershy looked back and saw Bee’s familiar face staring straight ahead. No emotion was found on his face. But he did look down when he heard a slight whimper escape Fluttershy’s trembling form.

“Bumblebee….” Fluttershy began, “if we don’t make it out of this…I just want to tell you that I lo-“

Bumblebee placed a finger on her lips which silenced her; he stood back up and activated his gun. Bee looked down at each of the five ponies below him and motioned his head forward.

“Come on, girls; let’s follow our crazy friend Twilight.” Rarity muttered and galloped down the platforms with the rest of her friends and Bumblebee following close behind.

Speaking of the crazy friend, Twilight stopped and stared straight ahead at the strange wall in front of her. It was entirely blue and there was no other way across. The other Autobots had stopped right by Twilight as did her closest friends.

“How do we get across this here wall?” Applejack asked glaring at the strange blue obstacle. Springer hovered above in his helicopter form and spoke loud enough for all of them to hear.

“I’ll destroy the wall! All of you have to keep going and I’ll provide covering fire!” Springer shouted and shot away at the one thing keeping the shield together.

As the shield disintegrated, Twilight, Pinkie Pie, Rainbow Dash, Fluttershy, Applejack, Rarity, Arcee, Bumblebee, Hot Rod, and Blurr prepared to charge forward….

….but couldn’t move when they saw what was but a few feet in front of them.

They saw a massive Decepticon colossus grab a dropship and chuck it to the ground in a fiery explosion. The colossus stomped away to find something else to play with.

“BRING ME A REAL CHALLENGE!” The colossus yelled before he stomped away.

Unknown to what it was, the mares were frozen in their tracks and unable to move when Springer flew passed them.

“Oh scrap they got Abominus now?!” Springer yelled.

‘Abominus?’ Twilight thought to herself, ‘That does NOT sound good!’

Her sudden thoughts were interrupted by the shining orb floating passed her and down the platform to even more Decepticon filled areas.

‘This way, Twilight.’ Primus spoke to her as the orb floated away.

“Follow me, everyone!” The violet unicorn screamed and galloped down the platforms. Hot Rod watched as the little pony ran as fast as she could down Decepticon territory. But something was off…..none of the Decepticons paid her any heed as she simply ran passed them.

“You heard your friend, let’s go!” Hot Rod shouted at the ponies beneath him and took off; firing at any Decepticon in his path and soon out of their line of sight. Arcee, Blurr, and Springer followed behind and assisted Hot Rod while Bumblebee stayed close to his little ponies.

This time he wouldn’t lose them.
________________________________________

“Till all are one GAHHH!!!”

The Autobots were in deep turmoil from the defending Decepticons. As Ultra Magnus, Kup, and Scattershot led the Autobot forces forward closer to where Octane was. Magnus shot away with his photon burst rifle and killed a Decepticon shot gunner just a few feet away.

“Great shot, Magnus,” Kup shouted over the fire of his assault rifle, “I can see the next Warp Cannon just a few pillars ahead!”

Scattershot came to their side and shouted, “How many cannons are left?!”

“This is the last one, Scattershot, we can’t back away now!” Ultra Magnus shouted and fired away.

Kup smiled and shouted, “That’s the Magnus I know!”

As Kup said that, a Decepticon Leaper landed right in between causing Ultra Magnus and Scattershot to fall on their backs while Kup landed back a few feet. The Leaper glared at Magnus and shouted, “You’re no Prime, but I guess I can make an exception!”

Just before the Leaper could strike, Kup jumped on the back of the Decepticon and planted a charge on its back.

“What the?! NOOOOO!!!” The Leaper screamed his last words before his explosion cut him off. Kup jumped down by Magnus and Scattershot where Scattershot kept smiling.

“Not bad for an old timer.” Scattershot chuckled.

Kup glared back at the young soldier and growled, “Old timer?! That’s something you’ll never be if we don’t take out this Warp Cannon!” Scattershot shrugged and moved forward with Magnus and Kup.

“Forward, Autobots!” Ultra Magnus shouted with his gun high in the air. With the Autobot armies on their tail, Ultra Magnus could see the final Warp Cannon getting nearer.

Until they stopped in complete horror when the Decepticon colossus walked right from behind it.
________________________________________

“We got Decepticons to the right; we got Decepticons to the left, Decepticons by the walls! Decepticons, Decepticons, Decepticons! If we shoot them in front of us, then we just got Decepticons coming from the sides! Decepticons, Decepticons, Decepticons!”

Blurr shouted repeated words as he rapidly shot from his scatter blaster at all the Decepticons in front of him. Meanwhile, the six cowering ponies hid behind some rubble as Blurr was clearing them a path. Arcee, Hot Rod, and Bumblebee stayed with the equines and fired whenever they got a chance.

Not only was Twilight terrified out of her mind, but she had lost sight of Primus.

Springer hovered above the ground and shot a volley of missiles at a small group of Decepticons thus clearing a path. Suddenly a Decepticon Leaper jumped right in front of Blurr and prepared to attack.

But Springer had other ideas when he transformed back and landed right behind the Leaper. While shooting it several times in the back and soon killing the Leaper, Springer smiled and yelled, “I got better things to do tonight then die!”

Springer couldn’t do anything else when a missile struck him in the back.

Arcee looked up to see Springer fall face first. The one person Arcee didn’t want it to be….

“Arcee, long time no see!”

The female Autobot looked up to see a yet another female…but not an Autobot.

“Slipstream!” Arcee shouted in a mixture of hatred and disgust.

The Decepticon Seeker named Slipstream transformed into her jet form and took off straight for her old nemesis. Arcee didn’t think and jumped up to grab Slipstream in her jet form. Both female Autobot and Decepticon flew away with Arcee not letting go.

“What was that all about?!” Rainbow Dash screamed.

Hot Rod couldn’t see where Arcee and Slipstream had gone but knew one thing for sure.

“We just lost a soldier.”
________________________________________

Arcee wouldn’t break off as Slipstream twisted and turned to get this Autobot off of her. Arcee looked downwards and witnessed them about to crash safely on a platform. Whipping out her blaster, Arcee shot Slipstream straight in the thruster causing them both to fall to the ground.

Slipstream transformed back and lunged at her nemesis while screaming, “Die like your sisters!”

But Arcee was too quick and shot Slipstream straight in the chest, sending her crashing into the side of a wall connecting to the outer platform.

“They were your sisters too!”

Arcee then charged forward and battled Slipstream hand to hand. Slipstream grabbed Arcee and threw her against a pillar sending it and her crashing to the ground. Struggling to get back up, Arcee felt herself being lifted and thrown against a set of boxes.

“I thought you would put up more of a fight, unlike your friend Tailgate!” Slipstream laughed.

“ERRRAAAAHH!!!!”

Arcee had enough of this and attacked as hard as her spark could take it. She and Slipstream battled like their lives depended on it, and it was true. Even though she dodged perfectly and attacked with pure trained agility, it still wasn’t enough.

Slipstream grabbed Arcee’s left arm and shot her in the back. Arcee crumbled to the ground with her now open wound and completely helpless to the Decepticon Seeker standing above her.

Pulling out her blade, Slipstream smirked and raised it above her head.

“I would have waited an eternity for this moment!”

BANG!

Slipstream’s face exploded and sent Energon and shrapnel all over Arcee. When Slipstream’s dead body fell backwards, Arcee looked up to see the person who saved her life.

“Us female Autobots gotta stick together.”
________________________________________

“LOOK AT ALL THE AUTOBUGS!”

Abominus stomped from behind the Warp Cannon and punched, kicked, and shot several Autobot soldiers, killing them with ease. Ultra Magnus, Kup, and Scattershot fired away with their weapons which did little damage to Abominus.

“Don’t fall back, Autobots!” Ultra Magnus charged forward and shot from his burst rifle. Kup and Scattershot followed with several Autobots behind them.

“Whoa, Abominus man you are even uglier up close!” Scattershot yelled causing Abominus to turn his way.

“I’LL TAKE THAT AS AN INSULT!”

With that said, Abominus shot several missiles from his back at the surrounding Autobots. When the missiles collided, it sent several Autobots to their deaths but only a couple dozen survived. Ultra Magnus looked up from whatever cover he had and gasped when he saw the Autobot shuttle heading right for the Decepticon colossus.

“Abominus won’t stand a chance to Sky Lynx!”

When the shuttle transformed into the familiar winged Autobot, Abominus turned around to be pelted in the face with sharp talons. Sky Lynx scratched and bit at Abominus’ head and chest while the combiner tried to rip the Autobot off of him.

Ultra Magnus stood back up and pointed straight at the Warp Cannon, “This is our chance!”

But before the Autobot could move a single step, a purple blur landed right in front of him causing him to cover his face from the debris. When Magnus looked at what had landed just a few feet away from him, all he heard were the chuckles.

“Magnus…..hehehe…oh how long have I waited for this.”
________________________________________

Twilight Sparkle began to tear up when Arcee had left them to fight on alone.

And with Springer injured and out of the battle, all she had to do now was to listen to Primus leading her to Octane. With Blurr, Hot Rod, and Bumblebee covering the sides as the Element Bearers moved forward closer to the Space Bridge controls, Twilight didn’t pay any attention to her friends constant screaming and shouting, but her focus was on the white orb right in front of her.

‘Never give up, trust your Element.’ Primus spoke to her as they pushed forward.

The orb made a sharp left which Twilight followed perfectly, Hot Rod watched as Twilight began to break up from the group. He wanted to tell her to stay closer but stopped.

‘No…she knows where she’s going.’ Hot Rod thought.

“This way, everyone!” Hot Rod shouted and ran after the unicorn. Blurr made a quick turn and led the five equines behind him right on Hot Rod’s track. Bumblebee covered the rear and shot at the Decepticons to attack them from behind.

Twilight didn’t look at anything else except the orb in front of her. She knew that this Primus being was here to help her….and she would listen to whatever he had to say.

Looking slightly left, Twilight saw several Decepticons charging at her but suddenly getting shot from unknown blasts. This made the unicorn feel more secure when she finally realized it…

Primus was protecting her.

She was so focused on Primus’ orb that she almost ignored the screams from her friends: both Autobots and equines.
“No, Twilight, don’t go in there!” Hot Rod yelled but it was already too late.

Twilight stopped in her tracks and observed her surroundings; the fingers of the Space Bridge were towering above her in an awesome sight. This new area she was in was much larger than the others and had another blue shield at the entrance to the Space Bridge controls.

Twilight knew it was the control station when she saw the orb sail down the platform and float right by the shield.

“Pony, get back here please there are Leapers heading right for you!” Blurr shouted and ran forward.

“LEAPERS?!” Twilight screamed and looked up to see a Leaper land right on top of her.

“Twilight!!!”

The unicorn lazily looked up to see a blurry vision of a Decepticon Leaper standing right above her. The next thing that happened was just too fast for her mind to process.

The Leaper lifted up his pointed fist and brought it down on the cowering pony between his legs. But instead of striking soft flesh, he struck the hard ground when the pony had disappeared. But he did catch something….a white bandage.

Twilight opened her eyes and witnessed herself above ground. She looked up to see that rainbow mane and magenta eyes watching her with concern.

“Rainbow Dash, you’re flying!” Twilight squealed with joy.

The cyan mare looked at her once wounded wing now pumping her up and down. Her smile grew when she ignored the pain and risked her life to save one of her closest friends.

“I guess I’m a fast healer!” Rainbow Dash chuckled and lowered herself to the ground. The Leaper looked over to see the two ponies smiling and without a care in the world…

…not for long.

“I’ll wipe that smile off your faces!” The Leaper yelled and charged forward only to be stopped by several shots to his side. The Leaper turned to see three Autobots and the other ponies running forward. He knew that the Autobots were trying to get the six of those ponies to take out Octane! He knew what to do.

“Decepticons!” The Leaper yelled loud enough for his team to come to his aide. Now with two other Leapers by his side, nothing could get passed them.

“Excuse me!”

A pink flash darted between their legs followed by an orange, white, yellow, purple, and blue one. The Leapers turned around to see the six ponies had made it to the end of the shield.

“NO, STOP THEM!” One Leaper yelled before his entire body exploded. The two others turned back to see the three Autobots charging forward with guns blazing.

“Cover your backs and kill them!” One Leaper screamed and darted for the closest Autobot. The other Leaper joined and soon it was an all-out battle between Hot Rod, Blurr, Bumblebee, and the two Leapers.

Twilight faced the shield again and screamed, “How do we get passed this thing?!”

Applejack turned to her right and saw the glowing red object, she pointed at it and yelled over the constant explosions that rocked the platform, “Remember what Springer did?! We have ta destroy them glowin’ boxes!”

“Oh yeah!” Twilight remembered and charged up her horn. With a single blow, the first box exploded and the shield began to disintegrate.

“Just one more!” Rarity screamed with delight and stomped her hooves on the ground.

With one final charge, Twilight turned left and shot an energy beam directly at the glowing red box, thus, destroying the shield. Twilight rubbed her head to regain whatever energy she had lost. But her friends’ gasps and expressions caused her to look down.

Down the long path, was a small dot typing away at a massive machine right in front of it. This new area was bright purple and the center was one giant circle. Twilight squinted and found out the dot had wings…..it was Octane!

“Let’s finish this, girls.” Twilight muttered and prepared to take a step.

“Twilight, wait!” Fluttershy squeaked causing all eyes to be focused on her. Twilight looked back to see her friend obviously afraid for her life.

Fluttershy shivered when she looked down the path that led to Octane, she gulped and began to speak in a high whisper, “What if….we don’t make it? We can’t fight against these Decepticons and….there’s no way we can do this without the Autobots’ help.”

At this point, Fluttershy began to cry. Twilight knew that they had been through so much together these past few days. Meeting an alien race, getting involved in their war, and now on another world just fighting to survive.

Twilight knew what to do and trotted in closer to her trembling friends, she put a forehoof on Fluttershy’s shoulder and spoke in a calming voice.

“Fluttershy…all of you, we have been through SO much and…if we die…I’m glad I died with my best friends by my side. But I know for sure now…that we can do this!”

Rarity, Applejack, Pinkie Pie, Rainbow Dash, and Fluttershy were surprised to hear Twilight say this, “We can do this, girls! It’s just one Decepticon….we survived an entire ARMY of Decepticons so this is nothing to us!”

She put her hoof on the ground and stared at each of them deeply into their eyes, “Are you with me, girls?”

It was a short moment before Pinkie hopped in and shouted, “I’m with ya, Twilight, just like you said, we’ll do this together until the end!”

“Ah’m with Pinkie Pie on this one.” Applejack smiled at her unicorn friend.

“Yeah, that Decepti-creep is goin’ down!” Rainbow Dash punched her hooves together.

“Well….yes you are very right, Twilight, we’ll teach that brute a lesson!” Rarity yelled.

“okay.” Fluttershy smiled with now more confidence then she had before.

Twilight Sparkle nodded and looked down the path that led to their only chance to get home. Before she could take a step, the orb appeared in front of her and spoke again.

‘This is it, Twilight Sparkle, I have done my job and it is time for all of you to finish yours. Use the Space Bridge to return to your true home….goodbye….Element of Magic.’

And with that, the orb disappeared.
________________________________________

“Quake, do you realize what is about to happen? This entire Space Bridge is going down and you with it if we don’t stop Octane!” Ultra Magnus shouted.

The Decepticon tank slightly chuckled before pulling out a long sword, “Oh I know what Octane is doing right now. And he will be finished any cycle now, but I have a plan. The Terrorcons and I will escape this exploding Bridge just in time to watch all of you burn to death! And when Octane rendezvous with us, we shall crush him once and for all!”

Quake held the sword in front of him and growled, “But first….I wish to challenge the Autobot Leader.”

Ultra Magnus looked passed Quake and at the battle taking place. Sky Lynx and Abominus were still going at it with Sky Lynx breathing fire all over his head. Kup and Scattershot had already moved forward with the rest of the Autobots to finish off the remaining Decepticons and the Warp Cannon.

He had nothing else to do.

Whipping out a sword of his own, Ultra Magnus glared at the Decepticon tank watching his every move. They had a stare down to see who was weaker; neither of them betrayed any emotion. Quake looked deep in Magnus’ blue optics to look for the slightest bit of fear.

He could find none.

Then they struck. With gears grinding and swords slashing, Ultra Magnus and Quake went at it like two animals fighting each other in a cage. Magnus ducked Quake’s slash and delivered an uppercut to his face. With Quake disoriented, Ultra Magnus lifted up his sword and jabbed it directly in Quake’s abdomen.

To Magnus’ great surprise, Quake brought him and the sword in closer to him. Now with the sword even deeper inside Quake, the Decepticon punched Magnus several times in the face with his free hand. Now with Magnus disoriented, Quake whipped out his riot cannon and shot him straight in the chest.

Ultra Magnus fell backwards and released his sword that still impaled in Quake’s abdomen. The Autobot Leader looked up from the smoke to see Quake rip out the sword and walk closer to him. Ultra Magnus gasped when Quake lifted up the sword and yelled.

“Till all are one?! More like till all are none!”

When he brought the sword down, Magnus shifted quickly and dodged the attack. Quake was slow to respond when Magnus jumped on his back and snapped his neck.

Quake’s dead form landed on the ground with a hard thud.

Ultra Magnus sighed happily and brought his attention to the same battle. The Autobots hadn’t destroyed the Warp Cannon and Abominus had grabbed Sky Lynx’s tail and smashed him against the ground several times.

As Sky Lynx laid on the ground out cold, Abominus looked over and saw the Autobots trying to shoot at the Warp Cannon.

“AUTOBUGS, PREPARE FOR OBLIVION!”

Kup and Scattershot turned around to see the Decepticon colossus lift up his foot and prepare to crush him and his team. Ultra Magnus couldn’t bear to watch his closest friends die by this beast….and he wasn’t close enough to do anything.

Quake was distracting him!

But to Kup’s and Scattershot’s great amazement, several missiles pelted Abominus in the back that was just enough for the Decepticon to lose his balance. Now at the edge of the platform, Abominus looked up one last time to see a missile explode in his face.

“NOOOOOO!!!!!”

Abominus screamed as he fell to his death below.

Ultra Magnus looked back to see what had just happened, and to HIS great amazement, he had never thought they would actually come to help them win this battle.

Standing above several upper platforms was Elita One and her elite team of female Autobots. Magnus couldn’t see for sure but….he thought he saw Arcee standing next to Elita. The female Autobot looked back at her team: Chromia, Firestar, Greenlight, Lancer, and Moonracer.

Pointing at the last Warp Cannon, Ultra Magnus couldn’t help but smile when he heard Elita One shout these words.

“Autobots, assist our boys!”
________________________________________

The six Elements of Harmony galloped as hard as they could down the long pathway in front of them. This was their time to prove to all these Decepticons that they were going to fight for their right, and never give up!

When the six mares finally reached their destination, Twilight almost couldn’t believe where she was. The four fingers of the Space Bridge were above her, they were all standing on this circular platform where Octane kept typing away.

Which reminded her…

“You’re finished, Octane!” Twilight screamed when she came to a complete stop only a few feet from the Decepticon leader.

Octane stopped typing for a brief second to look back at the little colorful aliens. He smiled manically and hissed, “Hello again, my little ponies.”

Rarity stomped her hoof on the ground and shouted, her rage already boiling up from the last time they had met this Decepticon, “It’s over you ruffian!”

Octane narrowed his red optics and growled, “Is it….really?”

Pinkie Pie jumped forward and yelled, “We’re not afraid of you! Well maybe I am a little and Fluttershy might be but-“

Octane chuckled and faced the console again, “You ponies are so adorable, and too bad you never could make it back to your precious world.”

Applejack pawed at the ground and snorted, “An’ what makes ya say that?!”

Octane turned his head back and smiled.

“You will shortly see.”

Fluttershy’s ear twitched when a slight growl from behind her came. She quivered when the growls were no loud enough for everypony to hear.

“W-what is that?!” Rainbow screamed and looked around but saw nothing. Octane was enjoying every second of this and knew that it was time.

With a snap of his fingers, Octane shouted so loud that the beasts hiding below could hear.

“Predacons, assemble!”

The growls from before now intensified as a giant beast came crawling from the side of the platform. The mares gasped when this new creature came into view, it was a multicolored robotic lion!

As the lion growled and moved closer, the mares brought their attention to another group of beasts. Three more multicolored animals came in on all fours while one flew from the air and hovered above the ponies’ only escape.

The first one was a horned bull and pawed at the ground just waiting to ram his new targets. The second one was a red panther and hissed when he caught view of the shivering equines. The third one was a rhinoceros that snorted and growled when he began to feel hungry again. The fourth one was far different than the others; it had wings and a large beak that he used to squawk at the six equines below him.

Octane laughed when the Predacons began to surround the precious little ponies, he lifted up his hand and they backed off. Now that Twilight’s bravery had left her, all she could do was shake with fear when Octane began to speak.

“Allow me to introduce Razorclaw, Divebomb, Headstrong, Rampage, and Tantrum! The Predacons! And unlike the Terrorcons, they are completely loyal to me.”

When Octane faced the console again, Fluttershy almost had a heart attack when he said these words.

“Predacons, enjoy your meal.”

Razorclaw growled with hunger and moved closer with Tantrum, Headstrong, and Rampage while Divebomb stayed behind. Now that all the courage was extinguished, the ponies couldn’t do anything now but hold each other tight and wait for the pain to come.

“STAY BACK!”

Twilight opened her eyes to see the least likely pony to stand up to these beasts: Fluttershy.

The butter pegasus spread her wings and ignored the pain that shot through her injured wing to glare at these Decepticons. And to Octane’s and the Predacons’ great surprise, they backed away in total fear.

“Fl-Fluttershy?” Rarity gasped in astonishment when she nearly bumped heads with the one with horns.

Fluttershy glared right into the red optics of Tantrum as she bellowed, “YOU OR NONE OF YOUR PREDACONS WILL HURT MY FRIENDS! DO YOU UNDERSTAND?!”

Tantrum cowered underneath her with this unknown power overtaking him. Fluttershy then faced the other Predacons who backed away from this frightening alien.

“YOU ALL BETTER STAY AWAY OR ELSE!!!” Fluttershy screamed at them as she intensified “The Stare”.

“Razorclaw, what are you waiting for? Destroy them!” Octane shouted and typed away faster.

Razorclaw looked over at Headstrong and growled, “It is time, Predacons, merge for the kill!”

Fluttershy’s stare left her when something even more terrifying than her stare had happened. Tantrum and Headstrong ran forward and transformed in front of the only escape the ponies had, they formed legs.

“OH NO NOT AGAIN!” Applejack screamed.

The leader Razorclaw transformed in mid-air and landed on top of the two Predacons to form a torso. Next, Divebomb broke apart and his body transformed into an arm while his wings flew straight for the back. Rampage jumped up and formed another arm to lock in the left arm socket while Divebomb formed the right arm. Finally, the wings of Divebomb locked into the back as yet another Decepticon colossus was formed.

This new colossus stepped forward and clenched its spiked fists when he caught view of the tiny little ponies in front of him. Octane turned back around and yelled, “Predaking, finish this once and for all!”

“FEEL THE AWESOME MIGHT OF PREDAKING!”

With that, Predaking raised his fist in the air and brought it down on the little equines. Twilight yelped and used a teleporting spell to get her and all her friends out of the way just in time. They appeared at the edge on the far right of the platform where Predaking was ready for them.

“Oh no, oh no, oh no, oh no!” Twilight panicked when Predaking stomped forward blocking out their only escape. She was wrong….Primus was wrong! They were going to die here and never make it back to-

“ALERT. SPACE BRIDGE DETINATION WILL BEGIN IN 1 CYCLE.”

“Excellent, time for me to take my leave.” Octane smiled and looked over to the Decepticon colossus, “Predaking, after you finish off the ponies return to base!”

Predaking nodded and looked down to see the ponies trapped, he laughed manically and lifted up his foot to crush these aliens for the good of Cybertron!

Twilight felt more than afraid. She felt guilty. The guilt coming from Primus telling her what to do, it was all her fault that her friends were brought into the voices in her head. And now they were going to suffer from it.

Predaking brought his foot down as the mares closed their eyes.

“No, it’s not possible!!!”

The sudden scream caused Twilight Sparkle to open her eyes and see the mighty Predaking backing away. Along with Octane, the six Element Bearers turned around to see what the commotion was about.

“DECEPTICON DEACTIVATION IN PROGRESS.”

“Metroplex…” Twilight whispered.

The Autobot titan lifted up his right fist and smashed it against the hard platform where Predaking was standing but a few seconds ago. Metroplex’s fist barely missed the ponies but it did hit something…..

….the Space Bridge console.

Octane fell backwards and looked up to see the console destroyed.

“NOOO!!!” Octane screamed before he transformed and flew away.

Metroplex lifted up his fist and saw Predaking lying on his back. Bringing it down again, several hundred cracks appeared where Predaking had met Metroplex’s fist. The Autobot titan then proceeded to crush Predaking with all his might until nothing remained.

And nothing did.

As Metroplex finished decimating Predaking, he lifted up his fist and heard Twilight breathe again. This time she knew it for a fact…

Primus had protected her….and her friends.

“ELEMENT BEARERS ARE SAFE.” Metroplex said and kept staring down at them. Twilight blushed and faced her friends. Their faces only made the unicorn shed tears of joy.

They were smiling.

“We sure are.”
________________________________________

Ultra Magnus, Kup, Scattershot, The Protectobots, Sky Lynx, Arcee, Elita One and her team had all arrived to the main Space Bridge controls to find them destroyed and not a Decepticon in sight. They had found Springer, Bumblebee, Hot Rod, and Blurr on the way as they slowly made their way down the pathway.

The Autobot Leader gasped when he saw them.

The Element Bearers.

Ultra Magnus, Kup, Bumblebee, and Elita One ran forward while the other Autobots kept slowly making their way down. Twilight, Pinkie Pie, Fluttershy, Rainbow Dash, Rarity, and Applejack kept smiling proudly after what they had accomplished.

Ultra Magnus and Kup smiled down at the equines while Bumblebee and Elita One stared at the Metroplex above. Kup chuckled, “You got a lot of bravery, ponies. I would have never thought you six would’ve made it this far.”

“Gee thanks.” Applejack frowned.

As the other Autobots had made their way to the circular platform, Ultra Magnus bent down to meet Twilight’s eye level. He smiled and looked at what remained of the Space Bridge.

“Let’s get you ponies back home.”
________________________________________

The sunset was beautiful. The Autobot victory over the Space Bridge just made that moment so much better as Hot Rod and Rarity stared sat at the edge and stared at the beauty of war-torn Cybertron.

“Magnificent…isn’t it?” Hot Rod asked the uptight unicorn who simply sighed with enough dread to create tears in anypony’s eyes.

“Hey what’s the matter?” Hot Rod asked her.

Rarity sighed and wiped her tears away, “Hot Rod darling, it’s just that being on this other world and all has made me quite….oh how should I say it…attached to it.”

“I thought you missed your family on Equestria?” Hot Rod asked.

Rarity turned towards him and quickly said, “OH I do it’s just that….I made so many friends here…including you and…I just don’t know how it will be now that I’ll never see you again.”

At this point, Rarity began to tear up again. Hot Rod did what he had to do; he scooped her up and placed the unicorn in his lap while softly rubbing her mane. This clear fact proved to Rarity that they were more than friends with these Autobots.

Hot Rod smiled down at her. Rarity looked up to see the sun’s rays reflect off his magnificent armor. She couldn’t help but smile back.

“Hot Rod, get over here kid! Say your goodbyes because it’s time!” Kup yelled from the console.

Hot Rod sighed and picked Rarity up while standing. He walked over to the console and placed Rarity down with the rest of her friends. The white unicorn trotted over to see Twilight smiling and staring straight ahead at the Autobot space shuttle.
Ultra Magnus watched as Kup finished the final touches and pulled the last lever.

“That should do it.” Kup said and backed away from the controls, “Everyone stand back.”

The warning was merely nothing when the bright light erupted from the console and shot into the air where the massive robotic fingers were waiting. Now that the beam had reacted, the fingers began to spin until enough power was launched.

And what an amazing sight it was.

The fingers shot out an even stronger beam that shot itself into the skies. Pinkie Pie fell on her back just looking up at how high the beam had gone. Finally, everything was stable as the fingers stopped spinning but the beam still shooting upwards.

Kup faced Magnus and shouted, “We don’t have much time before the portal out in space closes! This is their only chance to leave Cybertron!”

Ultra Magnus suddenly realized it; he looked down to see the ponies watching the beam like an amazing light show. This was his last chance….to say goodbye.

“Twilight Sparkle….”

The violet unicorn turned back to see Ultra Magnus bend down to her eye level. His glorious armor was shining brightly when the sun hit it. The Autobot leader of Cybertron smiled down at the pony he thought to be the best as he began his long speech.

“Twilight Sparkle….words cannot describe how much we will miss you and your friends. You came to our world and with no way possible on how to survive. And in the end….you helped the Autobots so much that we cannot thank you enough. Maybe our paths will cross again one day, and when that day comes, it will be glorious. So with shorter words…thank you and your friends, Twilight Sparkle, for everything.”

The little unicorn was tearing up again as Magnus held out his hand wanting to shake her hoof. But Twilight knew that he didn’t deserve a hoof shake.

She ran forward and hugged his hand.

Ultra Magnus had never felt this kind of affection before. So….to not make things that strange, he softly rubbed her mane as he heard Twilight speaking.

“No…thank YOU, Ultra Magnus; you helped us survive on Cybertron. If you hadn’t saved us when we first got here none of this would have ever happened and Metroplex wouldn’t be alive.”

This caused both pony and Autobot to turn towards Metroplex who stood but a few hundred feet away from the Space Bridge; his shadow blocking out most of the sun’s rays. All Twilight could see was the glowing red eyes and Autobot symbol.

Twilight looked back at Magnus and gently kissed his finger.

“Thank you, Magnus, I’ll never forget you.”

With that, Twilight made her way to her friends where they had begun saying their goodbyes to several Autobots.

“There, there, you don’t have to be sad, Sky Lynx, I’ll miss you just as much as you’ll miss me.” Fluttershy gently stroked Sky Lynx’s snout as she sat on the ground.

Sky Lynx sighed and said, “Even a powerful Autobot like myself must feel sad once in a while. Saying goodbye to you is this one time, Fluttershy, which I can be shown to be weak.”

“You’re not weak, Sky Lynx,” Fluttershy reminded him, “you helped us throughout our entire ordeal and I thank you for that.”

Fluttershy finished by kissing him on his snout, “Goodbye, Sky Lynx.”

Twilight sighed happily and looked over to her other friend Applejack. She was busy saying goodbye to two Autobots which was Kup and Scattershot. Kup smiled at Applejack and said, “See ya around sometime, pony.”

Applejack smiled and corrected him, “Call me AJ.”

“Okay, AJ, I guess….this is goodbye huh?” Kup frowned and looked to the side.

“Hey, don’t ya go now an’ feelin’ all glum.” Applejack assured him, “Ah sure am gonna miss ya!”

With that, Kup bent down and held out his hand for Applejack to shake. After they had said their goodbyes, Applejack turned towards Scattershot.

Scattershot smiled and said, “Goodbye miss Applejack, we had a lot of adventures together huh?”

“Ah don’t even know yer name ya dolt!” Applejack laughed.

He chuckled and held out his hand, “My name is Scattershot, AJ, and this is goodbye.” Applejack happily shrugged and shook his hand with her hoof.

Twilight giggled and looked over to her next friend hovering above ground to reach the eye levels of Springer, Arcee, and Elita One. Rainbow Dash smirked and gave each one a hoofbump.

“I’ll see all around sometime huh?” Rainbow asked.

Springer smiled and said, “Yeah, just don’t go racing without me, Dash.”

Rainbow Dash smiled and said, “Oh yeah I wouldn’t because I would totally save my race for you and me! And I would SO kick your butt!”

Elita One chuckled and admitted it, “You got a lot of spunk, kid, and even though I never got the time to know you, I’m glad I met you.”

“Thanks, Elita.” Rainbow smiled and looked over to Arcee.

Arcee shuffled on her feet and looked at Rainbow Dash straight in her eyes, she began, “You are one crazy pony, Rainbow, but I’m glad that we met because I never would have known a more trustworthy companion in all my life.”

Springer was about to talk until Arcee shouted, “Shut up, Springer!”

Rainbow laughed and finished with giving Arcee a hoofbump.

Twilight Sparkle smiled when she knew that even Rainbow Dash could make friends with these Autobots. She looked over at an overactive pony and Autobot as well.

“Okay on three ready? One… Two…. THREE!”

"Supercalifragilisticexpialidocious!!!” Blurr and Pinkie Pie shouted in unison but Pinkie finished just before Blurr could.

“WOW Pinkie Pie you are one fast talking pony! Even I was amazed at how fast you can say that word before I could and listen to me speaking right now!”

Pinkie Pie giggled and put her hoof in the air, “Hee, hee, hee! Oh Blurr you’re so funny!” Her mane suddenly deflated as she looked up at him with sad eyes, “So….I guess we have to say goodbye now?”

Blurr gently smiled and patted Pinkie Pie on the head 27 times.

“It’s okay, Pinkie Pie, hopefully we can meet each other again one day!” Blurr assured her. Pinkie just smiled and hugged Blurr’s hand in a tight embrace.

Twilight almost cried when she saw Pinkie Pie do this but forced the tears to stay in. But the next goodbye was the real tearjerker.

Rarity’s tear stained face almost made her elegance leave her when Hot Rod bent down to see her off. Hot Rod placed a finger under her chin and smiled calmly.

“Listen, Rarity, I know this will be hard for you, heck I didn’t even go with Optimus Prime so I wouldn’t know what leaving a planet would be like. But I want you to be strong when you go back to your home and defeat the Decepticons for good.”

Hot Rod lifted up her head and smiled, “Be tough, girl.”

Rarity couldn’t help it anymore and hugged the side of Hot Rod’s face while slightly whimpering. She gently kissed his metal cheek as Rarity broke the embrace and plopped on the ground.

She blew her nose with a bandage and stuttered, “G-goodbye, Hot Rod dear, I’ll miss you most of all.”

Twilight almost didn’t realize it but she almost ran into Bumblebee who kept staring at the space shuttle that was prepared for them. A polite cough made Twilight turn around to see her closest friends.

Pinkie Pie, Rainbow Dash, Fluttershy, Rarity, and Applejack, each of their necklaces on and a smile to go with that. Rainbow Dash stepped forward and looked at the ship, “Well we don’t have much time, and I suggest we go now.”

“Wait, Rainbow!” Twilight interrupted and looked to her left. Each of their friends looked that way as well to see Metroplex.

“We forgot to say goodbye to one person.” Twilight smiled and trotted towards the Autobot titan. Her friends followed as they reached the end of the platform.

“Metroplex!” Twilight shouted.

Metroplex lowered his head down to where he could closely hear what his masters had to say. Now the sun was blocked out as the red eyes pierced their very souls.

Twilight smiled and began, “We just want to say thank you….for everything. We chose us and not even knowing what our true intentions were you still helped us get this far. We owe you our very lives, Metroplex, but now it’s time for us to go to our true home. So this is goodbye.”

Metroplex narrowed his optics and spoke, “I WILL ACCOMPANY YOU ON YOUR JOURENY TO THE NEW WORLD.”

But to his great surprise, the Element of Magic shook her head.

“No, Metroplex, you have to stay here on Cybertron and help the Autobots from now on.” Twilight sternly told him.

“I ONLY TAKE ORDERS FROM YOU.”

‘Geez this guy’s stubborn.’ Twilight thought to herself. Suddenly she got an idea.

“Girls, group huddle.” Twilight said and turned back to her friends to discuss what must be done. After a few seconds of discussing, each of them nodded and turned back to their guardian.

Twilight began, “This is our final order to you, Metroplex!”

Applejack stepped forward and continued, “You are ta stay here on Cybertron and be with the Autobots!”

Rainbow Dash stepped forward to continue for them, “And you’re gonna kick some MAJOR-err just defend the Autobots and their home cities.” The sudden thought of Rainbow Dash standing over the ledge of the destroyed city almost made her cry.

When this came to be, Fluttershy came in to help her friend finish, “Oh and umm…you have to take orders from the Autobots from now on. If that’s okay with you I mean.”

Rarity stood tall and put her stern face on to look at this monster Autobot, she cleared her throat and continued for her timid friend, “The Autobots will be your new commanders; you will do whatever they say as we have!”

Pinkie Pie hopped forward and finished their final order, “Oh and don’t forget to smile, smile, smile!”

“PINKIE PIE!” The five mares yelled in unison.

“Hee, hee, hee, sorry.”

Twilight and the others looked back up to see what Metroplex would do. He did nothing. He simply stared at them making each of them feel like nothing. All the while, Twilight was screaming in her head.

‘Please, please, please, please, pleeeease!’

Finally, after several seconds of silence, Metroplex answered.

“ORDER….ACKNOWLEDGED. I WILL STAY ON CYBERTRON AND DEFEND IT FROM THE DECEPTICONS. FROM NOW ON I SHALL TAKE ORDERS FROM THE AUTOBOTS.”

Standing back to full height, Metroplex looked down and spoke, “GOODBYE….ELEMENT BEARERS.”

The six mares nodded back at Metroplex with tears in their eyes. When Twilight turned back around, she saw all the Autobots cheering….for them! As they made their way to the space shuttle where Bumblebee was waiting, Ultra Magnus smiled at the violet unicorn and nodded.

“Thank you, Twilight Sparkle…… Thank you....and goodbye.”

The Elements of Harmony stopped at the door of the space shuttle, it was a big ship, not too big though, it was just big enough. Bumblebee stood by the open door waiting for his pony friends to get inside.

Turning back one final time, Twilight Sparkle, Pinkie Pie, Rainbow Dash, Applejack, Rarity, and Fluttershy waved to the group of Autobots. Sky Lynx roared to the heavens above as the female Autobots cheered for them. The Protectobots waved back with Ultra Magnus, Hot Rod, Kup, Blurr, Springer, and Arcee.

Each Element Bearer took one last look at Metroplex before they entered the spaceship. Bumblebee watched as each one passed him and finally Fluttershy was the last to enter. Before Bumblebee walked inside, he took one last look at his home.

Ultra Magnus saluted, “Good luck, Bumblebee.”

Bee saluted back and walked inside the space shuttle, the door closing behind him.
________________________________________

Once inside, Bumblebee found it to be quite cramped, but he soon made his way to the cockpit where his pony friends were waiting. As Bumblebee passed them sitting on the floor, he could hear each of them chatting about their home.

He only caught these words.

“I sure am gonna miss Cybertron.”

“Ohmygoshohmygoshohmygosh! We’re going home!”

“YAY!”

“There is nothin’ but smooth sailin’ from here on out!”

“I really hope so, dear.”

Bumblebee hadn’t realized it but he was grabbing onto the steering wheel by the time he stopped listening. Hopefully those years at training camp paid off.

Ignition started, back thrusters active, Energon levels full, countdown.

Suddenly, Twilight looked up to hear the computer speaking, “IGNITION BEGINS IN 10…..9….8…”

‘This is it.’

“7….6….5…”

‘We’re going home.’

“4….3….2…”

‘We’re coming, Optimus.’

“1…”

The engines roared to life as the space shuttle lifted itself off the Space Bridge platform an into the Cybertronian air. Bumblebee activated the windows so they could at least see Cybertron as they left.

The mares seemed to take kindly to that.

With adorable faces scrunched up against the windows, Pinkie Pie looked down and saw the mighty Autobot Metroplex for the last time. He is getting smaller by the second as Pinkie Pie waved goodbye.

And to her great amazement……Metroplex waved back.

Twilight Sparkle took this time to observe the landscape of Cybertron. She had never been this high before as the ground was getting smaller by the second. The smoking buildings and raging fires almost made her ignore the shining being in the sky.

Twilight gasped and pressed her nose against the window to see if she was seeing this right.

She was.

There he was again, the spirit of Primus floating above the Cybertronian skies and watching the small ship with glowing eyes. As Twilight continued to stare at Primus’, she didn’t have enough time when the sky went dark along with Primus.

But to the small filly’s honor, she heard Primus speak to her one last time in her mind.

‘Till all are one.’
________________________________________

Now in open space, the shuttle had successfully made it out of the atmosphere of Cybertron and heading for the space portal. The equines had taken this time to go to the front window and stare in awe as they passed Cybertron’s moons and were closing in on the portal.

The vortex seemed so powerful with its whirlpool like motion and dark center; it almost made the ponies fear it. But they knew it was their only way home.

Bumblebee pointed back with his thumb so the ponies could see what was behind them. Turning around, the mares gasped when Bumblebee another set of windows for them to gape in amazement.

It was planet Cybertron.

But nothing like they had seen before, this wasn’t a horrible planet….it was beautiful. Since the war was over, they could see all the amazing lights dancing around on the surface and the sun setting on the high northeast.

It was so glorious that the six Elements almost lost their balance when the ship began to rock.

They brought their attention back to the main window where the space portal was growing unstable. The ship began to lose control as it continued to rock back and forth. With the portal shocking with intense electricity, the ship began to explode from the intense gravitational pull the vortex had.

As the mares hung on close to each other, Bumblebee was trying his best to keep the ship straight from this monstrous portal sucking them in.

The last thing Twilight Sparkle saw……was the black void of the portal sucking them inside.

The portal closed with its chosen now inside and a bright explosion erupted into space as was the result of it closing last time. The light dimmed down to a small bright dot until the smoke in space faded out……

Space was quiet yet again.

Author's Note

But did they really go straight back to Equestria? Did the portal send them straight to the equine world or just bounce them around in several other parts of the galaxy? Find out in the epic conclusion of Transformers: Fall of Equestria!

Also I apologize if that's not how you wanted Primus to be in this fic. But to tell you the truth if I made Primus transform all of Cybertron in this, it would have messed up the entire storyline I was trying to make.

So sorry and enjoy.

Combaticons Combine

"We fight through."

"Are you insane?!" Shining Armor yelled, "We can't make it through that!" He yelled pointing at the battle ahead.

"We must try," Ratchet said, "Optimus needs the Elements."

"But....but...." Shining began until he felt a hoof on his shoulder. He looked over to see his sister Twilight with sorrow in her eyes.

"Shiny," Twilight began, "this is something we have to do. Optimus needs us so he can save the Elements. If the Elements are saved we can stop Discord and end all of this, but we need your help Shiny. Will you help us?"

Shining looked at all of Twilight's friends and to the two Autobots. Ironhide nodded and said, "We won't let anything happen to the ponies."

"We'll defend them with all we got." Ratchet said.

Finally, Shining Armor came to a decision. He turned to his group of Royal Guard and announced, "Get the rest of the squadron here at once! We're heading straight for Optimus!"

Two pegasi saluted and said, "We'll be right back!"

The two of them took to the skies on their search for the rest of the Royal Guard scattered across the city. Shining turned back to the Autobots and asked, "Are you all ready?"

The two Autobots cocked their guns and said, "Yes.....captain."

Shining Armor faced the area of destruction and yelled, "Charge!!!"
________________________________________

Optimus Prime and Megatron still went at it. Even with both of them very injured, neither would falter nor give up. Megatron stabbed Optimus in the leg with his deadly blade. Prime yelled in pain and punched Megatron away. Prime clutched his leg and tried his best to ignore it.

Optimus ran forward, slightly limping and drove his sword forward; Megatron dodged it and hit Prime in the back with the butt of his sword. Prime fell down face first and struggled to get up. Megatron limped forward and kicked Optimus in the side. Doing this caused Prime to land on his back and stare straight in the storm clouds above.

Megatron stood over him and said, "You call yourself a Prime? You were a records clerk when I found you, and you will be dust when I'm through with you!" But before he could even lift his sword, Optimus kicked Megatron's legs and Megatron fell to the ground.

"You going to talk or fight, Megatron?" Optimus retorted back. Optimus got back up and jumped on Megatron's back. He lifted up his sword and prepared to bring it down on Megatron.

But Megatron was done playing around.

He smacked Optimus with his elbow and Prime fell back and dropped his sword. Megatron still could hear Discord's laughter echo through his hearing processor as he stood up. Megatron had to come up with a plan to kill Discord......and fast!
________________________________________

“Combaticons, group up!”

Onslaught had ordered his elite group for what his master plan was to destroy the Autobots once and for all. Now that the ponies were out of the picture, he could focus on what really mattered. As Vortex, Blast Off, Swindle, and Brawl came up to Onslaught, the Combaticon leader could see his group with cuts and bullet wounds all over their body. None of that mattered now.

“We may have a problem, Combaticons.” Onslaught announced.

“Nothin’ my blastin’ won’t fix!” Brawl shouted.

“Brawl, shut it!” Onslaught screamed, “Anyway, Jetfire is leading Silverbolt and Air Raid on a sky assault while the rest of the Aerialbots are nowhere to be seen. If we don’t take them down then our air advantages are lost and the Autobots will take control of the skies!”

“Well what do you want us to do?” Vortex asked crossing his arms.

Onslaught stared straight at Vortex and pointed at him, “Well, it’s more what I want YOU to do. You’re mission, Vortex, is to take out all the Autobot air support, meaning to kill Jetfire, Silverbolt, and Air Raid!”

“THAT I can manage.” Vortex nodded.

Onslaught faced another two of his team members and shouted at them, “Swindle, Brawl, those stupid Dinobots are destroying the Constructicons and Stunticons! I already got like five distress signals from Scrapper. Anyway, you two have to distract the Dinobots long enough for them to form Devestator and Menasor, with their combined strengths the Dinobots will fall!”

Swindle nodded with a smug to go with that, “I’ve always wondered what Shockwave put in those Autobots. It will make a great bargain to those Quintessons I’ve been trying to reach.”

Brawl grumbled, “Swindle you would sell your own motherboard to the highest bidder!”

To his surprise, Swindle laughed, “HAHA! But enough about me!”

Onslaught sighed but let it slide when he came across his last member.

“Blast Off, your mission is by far the easiest. All you have to do is fly over the city and hunt down any Autobot that is trying to hurt our precious teammates.”

Blast Off chuckled, “Are you mad at me or something, Onslaught, because that is just TOO easy.”

“We shall see…” Onslaught muttered and looked up to the lightning filled skies, the chocolate rain pelting his yellow polarized visor. Taking one last look at his teammates, he pointed forward and shouted, “Combaticons, attack!”

“I am SO outta here!” Vortex shouted and transformed into his helicopter form. He took off towards the skies to complete his mission.
________________________________________

As Vortex sailed through the Equestrian skies, he couldn’t help but actually enjoy himself. The freedom of flying, the joyous feeling, oh it was incredible! But still he had a mission, and that is to hunt down and kill Jetfire, Silverbolt, and Air Raid, those three were somewhere in Canterlot taking out the precious air support for the Decepticons.

“Now where are you, Autobots?” Vortex asked himself and turned the corner at a building.

Only to run straight into Air Raid.

Vortex almost fell down but regained his flying abilities. He looked up at Air Raid who had already flown off.

“You won’t get away, Autobot!” Vortex shouted and activated his thrusters. His blades joined together as his back thrusters pushed him forward closer to Air Raid. The Aerialbot knew that Vortex was on his tail when he began shooting at him.

“Jetfire, Silverbolt, Vortex is on my on flank and comin’ in close! I need you to take him out!” Air Raid shouted and turned left where Vortex followed while firing from behind.

Not too far away were Jetfire and Silverbolt on the top of a building in their robot forms. Jetfire had heard Air Raid distress signal and turned to Silverbolt.

“Let’s fly, Silverbolt, Air Raid needs our help!” Jetfire shouted over the thunder and transformed. Silverbolt followed behind as both Autobots took to the skies in search for their endangered friend.

“You just don’t know when to quit!” Vortex screamed as he got a perfect hit on Air Raid’s thruster. The Aerialbot twisted and turned but just couldn’t fly straight, things only got worse when Vortex fired a missile directly at him!

The missile struck perfectly as Air Raid fell to the ground below in a huge cloud of dust. Vortex snickered and muttered, “One down, two to g-AHHH!!!”

Vortex barely dodged the missile heading right for him, but in an attempt to fly straight, Vortex shot frantically when two more Autobot jets came right for him. Jetfire continued his array of missiles as Silverbolt went in for the kill.

But the Combaticon was too fast.

In a swift motion, Vortex transformed and grabbed on just in time to Silverbolt’s belly. The Aerialbot leader tried desperately to get him off by flying back and forth but Vortex just wouldn’t let go.

Now that he was tightly secured, Vortex charged up his hand and planted his fist on Silverbolt’s under side. His special ability, the shockwave, sent Silverbolt spinning out of control and eventually landing inside a building with a loud crash from the glass.

Vortex jumped off just in time and transformed back into his helicopter form to battle the last Autobot in the skies.

Jetfire hovered in mid-air as did Vortex as both stared down each other for several seconds.

Finally, Vortex spoke.

“Why did you deny our generous offer to join the Decepticons?” Vortex asked, “You would’ve been the sky commander and Megatron’s first lieutenant!”

Jetfire reloaded his vehicle weapons and answered the Combaticon, “I fight for the Autobots with pride and dignity, and those two things are what the Decepticons do not have!”

Vortex reloaded his missiles and chuckled, “Then you will die like the rest of them!”

Activating his thrusters, Vortex fired several missiles at the Autobot who dodged them and charged forward as well. Both Autobot and Decepticon were about to collide when Vortex turned at the last second.

Jetfire spun around and fired away with his missiles. He actually hit Vortex a couple times but it mostly just dented his armor.

“Not bad, Autobot scum!” Vortex shouted and dashed forward with his back thrusters. Jetfire did the same and was ready to do the same attack on the Decepticon.

Only Vortex had different plans.

Instead of turning at the last second, Vortex transformed in mid-air and charged up his hand yet again. The shockwave that exploded out of Vortex’s hand shot Jetfire all the way to the ground before he could transform and land.

Vortex transformed back before he could fall to the ground and looked at the carnage he had created. All the glass windows were shattered and what remained of the two Autobots were just a pile of broken parts on the ground.

“But not good enough.” Vortex finished and flew off to Onslaught to tell him the good news.

Except he only counted two.

Silverbolt rubbed his head and looked down from the building he had landed in. There he spotted Air Raid and Jetfire lying on the ground in their vehicle forms. He gasped and landed on the ground perfectly where he made his way to his fallen brothers.

Silverbolt went to both knees and lifted up Air Raid, “Raid, can you hear me?!”

Air Raid lifted up his head and nodded, “Yeah….I’m fine.”

Silverbolt sighed with relief and looked over to Jetfire who was struggling to get back up. He went over and lifted him back to his feet. Jetfire smiled at the young bot, “Thanks, Silverbolt.”

Silverbolt nodded and looked up to the skies were he spotted view of none other than Blast Off who soared passed them. Jetfire saw it to and pushed Silverbolt lightly.

“Get going, kid, get the rest of the Aerialbots and stop those Combaticons from doing what I think they’re gonna do!” Jetfire yelled.

Silverbolt nodded and said, “I’m not sure where the rest of them are but…..I’ll try.” Turning to Air Raid who had gotten back up, Silverbolt pointed at him and shouted, “Let’s fly, Air Raid!”

The two Aerialbots transformed and took off to look for the rest of their team. All the while Jetfire couldn’t help but fear that the Combaticons would combine very soon….
________________________________________

“We there yet, Swindle?” Brawl asked as he jumped from rooftop to rooftop, obviously struggling.

Swindle didn’t need to jump; all he had was his grappling hook that he used to get across several obstacles. He looked back at Brawl who was very far behind.

“Hurry up, Brawl, I won’t wait for ya forever!” Swindle yelled while Brawl soon caught up to him. Brawl almost fell when he jumped to the next rooftop but luckily Swindle grabbed his hand and pulled him up.

“You didn’t answer my question, Swindle!” Brawl yelled and shoved Swindle’s hand aside, “Are we there yet?”

Swindle looked at his holographic map on his wrist and began, “The Dinobots are somewhere around here since I already got the blips of Motormaster and his group nearby.”

“Stupid Stunticons,” Brawl muttered and crossed his arms, “They always need our help.”

Swindle simply smirked and looked at his map again, “Also, Scrapper and the Constructicons are nearing this area…which means…”

“Swindle look out!” Brawl shouted and pushed Swindle out of the way just in time for the Dinobot Swoop to ram on top of the rooftop they were on.

“AHHHHH!!!” Swindle and Brawl yelled in unison when they plummeted to the ground below. With a loud crash, both Combaticons landed on the ground with a hard thud. Swindle got back up and looked at Brawl who was shaking his head to regain his stature.

“This is combat, Brawl, what’s wrong with you!” Swindle yelled and delivered a punch to Brawl’s already pained face. Brawl landed on the ground and was about to teach Swindle a lesson until the sound of several roars reached him.

Brawl turned his head left and saw the battle raging on between the four Dinobots, the Stunticons and Constructicons. Each of the Dinobots were in their dino forms as they breathed fire, stomped on, and rammed each of the Decepticons around them. Swoop was flying high above and dive-bombed any Decepticon he saw….which was now Brawl and Swindle.

Screeching loudly, Swoop soared downwards to the ground where Brawl began to get up.

“Shoot it, Brawl!” Swindle yelled with his photon burst rifle already out and shooting at the pterodactyl heading right for them. Brawl got back up and activated his thermo rocket launcher.

Now with both Combaticons aiming at the same target, Swoop got hit with too many blasts and retreated back to the main battle with the Stunticons and Constructicons. Swindle looked forward in horror when he watched Grimlock breath fire on two of the Constructicons who tried their best to get away.

Turning to Brawl, Swindle shouted, “Okay, Brawl, get your main guns online and cover me while I move in!”

“You got it!” Brawl shouted and transformed into his main gun, which was very different to his tank form. It grew legs instead of wheels and the two blasters aimed upward. He fired two missiles at Snarl who simply growled and turned their way.

“Good job, Brawl.” Swindle sarcastically said as he witnessed Snarl charging for them. Swindle ran forward while Brawl stayed behind and provided covering fire that really didn’t do much. As Snarl was about to ram him, Swindle used his grappling hook to latch onto Snarl’s back.

The Stegosaurus roared in anger and tried his best to get the Combaticon off of him but Swindle hanged on for dear life. Just as Snarl was about to shake him again, Swindle jumped off and transformed. He soon made his way down the road where the rest of the Dinobots were.

“Come on you stupid Dinobot, come get the pretty car!” Swindle taunted as he drove faster with Snarl charging close behind him. Swindle chuckled when he knew Snarl was right behind him…..it was time to take out two Dinobots at once.

“Brawl, I need some covering fire on Slug in front of me!” Swindle shouted through his comm link.

“Sure thing!” Brawl shouted and fired away. The two missiles collided to Slug’s outer armor that didn’t do much damage, but Swindle knew that Brawl’s weapons would do nothing; he just wanted Slug’s attention.

The Triceratops pawed at the ground and charged away at the closest Decepticon near him which was Swindle. The Combaticon watched as Slug was charging right for him with his horns pointed down.

“Gotta time it just right.” Swindle whispered as Slug got closer.

“NOW!”

Swindle’s plan took affect when he transformed and latched onto the Dinobot Swoop when he was flying by. Swindle was holstered up with his hook as Snarl and Slug collided heads first with a loud crash.

Swindle looked back down and laughed when he saw Snarl and Slug lying on the ground in pain. He didn’t laugh for long when Swoop began flying faster.

Swindle screamed when his entire body began swinging back and forth from Swoop’s actions, the Dinobot flew in loops and circles but Swindle’s grappling hook wouldn’t break. Just when things couldn’t get any worse, Swindle watched in horror when Swoop went directly for a building!

“OH SCRAP!” Swindle yelled as Swoop flung him into the building with a loud crash. Swindle groaned in pain as he lay inside the building…until Swoop pulled him outside.

“Not again!” Swindle screamed as he was pulled out by Swoop.

Swoop looked back and saw that Swindle was still stuck to him by his grappling hook, he laughed and shouted, “Want some more fun, eh Swindle?!”

Swindle activated his comm link and shouted, “Brawl, take out Swoop now!!!”

“That’s all I needed to hear!” Brawl shouted and hit Swoop with four missiles. Luckily, Swoop’s armor was weaker than the other Dinobots’ which caused him to screech and almost fall to the ground when the missiles collided.

Swindle watched as his grappling hook was loosened which caused him to fall to the ground below. The Combaticon quickly spun around and landed on his feet with his hook still latched onto Swoop.

Swindle began struggling when Swoop was trying to fly away, the grappling hook wouldn’t break as Swindle struggled against Swoop’s strengths. Just when things couldn’t get any worse….

….Grimlock began walking towards Swindle.

Swindle was never so terrified when he saw those razor sharp teeth gnawing at his very spark. In panic, Swindle activated his comms link and shouted, “B-Brawl!!! I need your help now!!!”

Brawl quickly realized that a missile strike wouldn’t take down Grimlock, and besides….Swindle was about to be eaten.

“I’m comin’, buddy!” Brawl shouted and raced towards Swindle’s location.

“Grimlock smash!” The mighty Dinobot roared as he began to growl and lower his head ready to devour the Combaticon. Swindle tried to his hardest on this pull but Swoop wouldn’t let up as he was slowly pulling him closer to the Dinobot leader!

When Swindle’s fate was soon to be sealed, Brawl jumped right next to him and began pulling on the grappling hook. With Brawl’s added strength, the two Combaticons began pulling Swoop farther back and themselves as well.

Swoop turned around and shouted, “Grimlock, just finish them already!”

That’s all Grimlock needed to hear when he roared and charged forward with his mouth open ready to devour the Combaticons. Swindle and Brawl pulled as hard as they could and almost brought Swoop to the ground with that single pull…..but alas…..they had used all their strength.

“Taste missile!”

Swoop faced straight again to possibly see where that voice had come from where he was greeted by a missile to the face.

Swoop screeched and flew back when his strengths had left him. Swindle and Brawl used what remained of their power and pulled as hard as they could which brought Swoop to the ground. But instead of the ground meeting Swoop, the back of Grimlock’s head did.

Grimlock roared as both he and Swoop fell to the ground in a dusty explosion. Swindle brought his grappling hook back in as he and Brawl walked forward and looked at the destruction they had caused.

Grimlock and Swoop lay on the ground in front of them; neither of them could get up in their dino forms. Brawl began laughing over his victory while Swindle looked in the sky and saw that brown dot soar over them.

“Thanks for the assist, Blast Off!” Swindle waved to his fellow Combaticon.

Blast Off merely flew over them to continue assisting his fellow Decepticons across Canterlot. Which reminded Swindle of their mission…

When Swindle looked forward, he could see the Stunticons and Constructicons standing back up and making their way to the fallen Autobots. Swindle and Brawl put their guns away and began to walk down the street.

But the last words Swindle had said caused the Decepticons to cheer.

“Finish them off, Menasor and Devestator!”

With that, the Stunticons joined together to form Menasor while the Constructicons merged into Devestator yet again. The two giants looked down at the Dinobots that were struggling to get back up.

The last things that Swindle and Brawl heard were the roars of pain coming from behind them.
________________________________________

Blast Off was flying over the Canterlot grounds in boredom after he had saved his fellow Combaticons from the Dinobots. He had actually passed something of interest…

“Omega Supreme sure does stay in stasis for a long time. But I’m not complainin’.” Blast Off talked to himself as he flew over the motionless body of Omega Supreme lying on several destroyed buildings.

Now that his mission was complete and he couldn’t locate any other Autobots, he was about to turn around and head back to Onslaught……

….until he caught view of the colorful blobs below him.

“No….that’s not possible.” Blast Off muttered in total shock as he stared from high above.

How was it possible? Soundwave had sent them to a random location in the galaxy, how they were even alive confused Blast Off. His confusion left when a new feeling came over him; fear.

“Ohhh…Onslaught’s not gonna like this.”

Turning around, Blast Off soared away to tell his leader the horrid news, but in his mind he knew….that the time to form Bruticus was imminent.
________________________________________

Ironhide and Ratchet led the way as several missiles and bullets soared past them, some striking them, while most just passed. Bumblebee stayed close to the ponies just in case if a Decepticon came out of nowhere and attacked them. Shining Armor led his group of 12 Royal Guard behind Ratchet and Ironhide.

After several more minutes of running and shooting, they came to a group of Autobots hiding behind some rubble. It was Perceptor, Hound, and Wheeljack. Perceptor saw Ironhide and Ratchet with the ponies behind them.

"Ironhide, Ratchet, we're so glad you're here, and with the ponies too! The Decepticons are blocking our path, most Autobots made it over but we're still stuck here!" Perceptor explained.

Ironhide looked over the rubble to see Thrust and Dirge shooting several buildings and Autobots. Thrust looked over to see Ironhide's face; he frowned and shot at him. Ironhide ducked down before the shot could get him. He looked back at the Royal Guard, ponies, and Autobots.

"Okay, me and Ratchet are going to take out Thrust and Dirge, Bumblebee, you cover the ponies and make it through to the other side, got it?!" Ironhide explained. Bumblebee saluted and ducked down by the ponies.

Ratchet pulled out a C.L.U.T.C.H device and threw it in the air above Thrust and Dirge. It created a bright flash above the Decepticons. The ponies could hear the Decepticons yell, "AHHH!!! My optics, I'm blind!!!"

Ironhide and Ratchet jumped out from the rubble and shot Thrust and Dirge. Both Decepticons landed on the ground wounded and not moving. Ironhide motioned for Bumblebee to come out. Bee nodded to the ponies and came out from behind the rubble.

The Mane 6 followed Bumblebee past the two Decepticons. Rarity looked at the one called Dirge and gasped to see him spitting out liquid Energon and groaning in pain. These Autobots and Decepticons were a VERY violent race. As if she hadn’t known that already.

Rainbow Dash heard Wheeljack gasp and say, "Look out!!!"

Bumblebee, Ironhide, Ratchet, the ponies, and Royal Guard looked up to see another Decepticon heading straight for them! Ironhide looked back at Wheeljack and screamed, "It's Ramjet!!!!"

"He's going to fire on us!" Perceptor shouted.

"Quickly," Ratchet said, "help me lift up this carriage!" Ironhide went by and helped Ratchet lift the carriage to the middle of the street. Bumblebee motioned the ponies to get to safety. The Mane 6 went back and hid behind some debris, they looked over to see what would happen.

Bumblebee helped Ratchet and Ironhide lift the carriage to the middle of the street and create some sort of shield. The Royal Guard backed away and hid behind the same rubble. Ironhide, Ratchet, and Bumblebee got behind the carriage and held it down.

Ramjet fired two missiles, one connected to the carriage and made it explode, the second collided to the ground where the three Autobots were and sent them to different locations. Ironhide connected to a building and landed inside, Ratchet landed on Hound, and Bumblebee was sent straight for the ponies!

The Mane 6 on the other hand were hit by the shockwave created by the missiles and were sent back by the blast. Luckily, they were moved out of the way before Bumblebee landed on them.

Twilight opened her eyes and felt her senses coming back. She felt the debris all over the ground as she slid her hoof slowly across it. She saw the Royal Guard in a frenzy to find the other Elements while she was not seen. She tasted blood in her mouth from the impact of the ground.

She smelled the fire suddenly surrounding the buildings but was soon doused out by the chocolate rain. Her hearing was slow to return but she heard the several screams of her friends as they were in pain.

Twilight shook her head and looked around, Pinkie was being lifted up by a Royal Guard, and her back hoof was bleeding. Rarity was crying because her tail got singed by the fire. Applejack was helping Rainbow Dash back up; Applejack looked at Twilight with tears streaking down her face. Fluttershy was crying and holding her bleeding front hoof while the Royal Guard tended to her.

Twilight heard the sound of sparks flying behind her. Twilight turned around and saw Bumblebee laying on his chest and slowly crawling towards her. Twilight got up and limped towards Bee, with tears forming in her eyes. Bumblebee looked at her with complete defeat in his eyes.

Twilight looked at Bee and said, "Bumblebee....you're gonna make it, you gotta get up."

Bumblebee shook his head and looked back; Twilight peeked over his face and allowed the tears to fall at what she just saw.
Bumblebee's legs were blown off his body.

Bumblebee looked back and crawled closer to Twilight; Twilight got nearer and placed a hoof on Bumblebee's face. She whimpered and said, "I'm sorry.....I didn't want this to happen."

She opened her eyes and saw Bee reach back and bring his left hand closer to Twilight. In his hand, was Twilight's tiara. The violet unicorn gasped and felt her head; her tiara definitely had flown off during the explosion.

Bumblebee placed the tiara gently on her head and brought his hand down. He looked at Twilight with sorrow. Twilight began to cry again and knew that her friend couldn't help them anymore now that his legs were gone.

Bumblebee faced to the right and pointed his finger in that direction. Twilight looked and saw the concrete arena still floating but still very, very far away. She looked back at Bee and her lower lip began to quiver at the thought.....that Bumblebee wanted them to leave him behind.

She shook her head and said, "No, we can't leave you here Bee!"

Bumblebee placed his finger under her chin and slowly nodded. Twilight bit her bottom lip and continued to cry. Her crying was interrupted by a hoof on her shoulder; she turned around to see Applejack with tears still in her eyes.

"Sugercube," Applejack began, "we have to keep movin', Optimus needs us remember?"

"NO!" Twilight screamed and backed away from Applejack, "We can't leave Bumblebee here to die!"

"We won't." A voice from behind Applejack spoke. The two mares turned around to see Ratchet missing his left arm and Energon leaking out of it. It was a horrific sight.

Ratchet stepped forward and went down to Bumblebee, he turned back and said, "Bumblebee will need medical help at once, I will stay here. Ironhide..?"

The two mares turned to see Ironhide looking at Ratchet with intent.

"You have to go without us, defend the ponies.....and make it to Optimus." Ratchet told him.

Ironhide nodded and said, "Will do Ratchet. Come on ponies, let’s move."

Ironhide motioned the other Autobots to follow behind him. Perceptor, Hound, and Wheeljack got out from the rubble and got behind Ironhide, each activating their guns.

Twilight took one last look at Bumblebee who was now being healed by Ratchet before she turned around and walked with Applejack. Rarity, Pinkie, Rainbow, and Fluttershy each followed Twilight and Applejack. The Royal Guard each walked by the Autobots. Ironhide and the other Autobots walked forward to the war-torn streets above.

Ironhide looked back and said, "Now stay close ponies, these Decepticons are tricky, we'll be in another battle soon enough."

"ANOTHER battle?!" Rainbow screamed, "We barely survived that first one! How are we gonna make it through ALL of these Decepticons?!" Rainbow asked with urgency in her voice.

Ironhide sighed and said, "We were sworn to protect the innocent, and by Primus we will protect each of you with our very spark. So don't think for a nano click that we will give up on you all." Ironhide said to them and faced forward.

Pinkie wiped her nose and said, "This isn't fun anymore, I wanna go home."

"There won't be a home to go to if we don't take down the Decepticons." Hound told her with a hint of sadness in his voice.

Pinkie whimpered and started crying, Fluttershy went by her and comforted her which caused Pinkie to calm down a little. Perceptor looked back and sighed sadly, he really wanted to learn more about these ponies and their emotions, but now was not the time.

As Pinkie continued to cry, the rest of her friends went by her and patted her on the back and whispered calm words into her ears. Pinkie stopped crying and smiled at each of her caring friends.

"You're great friends." Pinkie sniffled.

"We're through this together, remember?" Rarity reminded the group.

Twilight nodded and smiled at Pinkie, "No matter what, we'll be together.....as friends."

The Mane 6 stopped and hugged each other while Fluttershy and Pinkie continued to cry. The Autobots stopped and took notice to this scene. Ironhide looked back and smiled at the adorable scene placed in front of him. These ponies were truly the closest of friends he had ever seen.

This precious moment was interrupted by a missile hitting Ironhide straight in the chest.
________________________________________

Optimus fell to the ground with Energon leaking out of his chest. As he clutched his open wound, Megatron walked forward and grabbed Prime by the throat and lifted him up. Megatron smacked Optimus with the butt of his sword on the side of his face.

Prime fell down on his chest and laid there. Megatron limped over and aimed his cannon down at Optimus, this was it!
Discord jumped right in his seat and shouted, "FINISH HIM!!!!"

Megatron powered up his cannon for the final blow.

"HA, you're as weak as the fleshlings you fight for!" Megatron spat out some liquid Energon.

Optimus looked over to see the end of Megatron's cannon aimed right at his head, with his last strength, Optimus Prime cupped his fists together and smashed them against Megatron's chest. Megatron fell back and landed very close to the ledge. Optimus regained himself and stood up again, he activated his path blaster gun and walked forward to Megatron lying on his back.

"On the contrary, my friends are the source of my strength!"
________________________________________

Ironhide landed back and hit Perceptor. The two Autobots tumbled on the ground while Hound and Wheeljack tried to locate where the missile came from. Meanwhile, the Royal Guard had taken a defensive position around the Mane six and looking all around for the assailant.

Suddenly, Wheeljack was hit with missiles as well. He flew back and landed inside the buildings causing several glass windows to shatter. Hound looked all around and still didn't see anything.

Until he caught view of Blast Off.

The Decepticon soared straight for the ponies but Hound couldn't let this happen. He shot several bullets at Blast Off who retorted back with shots of his own. Hound got shot in the leg and the shoulder by two missiles which caused him to flip over the ponies and crash onto the hard gravel below.

The Royal Guard was even more terrified now that the Autobots had been taken out and they were trapped with a Decepticon heading straight for them! But they swore to protect the Elements, even if that means giving up their lives.

But Blast Off didn't go for the ponies; instead he soared past them and hovered just a few feet away from them. He turned and faced the ponies blocking their escape.

Shining Armor heard a honking noise and turned around to see three more Decepticons driving right for them. One had two long poles on the front side, another was yellow with a long black stick on the back of it, and the last one was just a giant blue rectangle-like box on wheels.

The three of them stopped and transformed before the pony's eyes. The green one growled and smashed his fists together, the yellow one snickered at the ponies, the last one, and the biggest one, stepped back and clenched his fists when he caught eye of the Elements. They could tell he was teething with rage.

One Guard shouted, "How are we gonna take these things down sir?! We barely survived against one!"

Shining Armor looked back and said, "We'll have to use strategic combat to take down four of these guys!"

"Ummm, sir? L-look behind you." One Guard stuttered. Shining turned around to see another Decepticon transform and land on top of a building not too far away. This one was tan and red with long blades on its back.

"Better make that five." One Guard chuckled nervously.

Shining Armor gulped and said, "Oh we are so bucked."

Yep, the Royal Guard was surrounded. The three ground Decepticons stood in front of the Guards while the two flying ones were behind them. How were the Royal Guards supposed to get the Elements out of this situation now?!

The giant blue Decepticon stepped forward slightly, clenched his fists and yelled, "How did you live?! Soundwave sent you to a random location in the galaxy!"

Before any of the ponies could intervene, especially Rainbow Dash who wanted to gloat about their little experience on Cybertron, Onslaught continued, "No matter, this time we'll make sure you die!"

Looking around him and clenching his fists, Onslaught shouted as loud as he could.

"Combaticons, combine into Bruticus!"

All of a sudden, the green and yellow Decepticons ran forward and transformed in mid-air. They formed what appeared to be legs. Twilight felt a gust of wind fly right past her; she looked forward and saw the flying brown Decepticon fly right past them. The Mane six looked back and saw the red flying Decepticon transform in mid-air and fly right towards them.

It passed right over them and was heading for the rest of the Combaticons. Speaking of the Combaticons, the giant blue one jumped on top of the green and yellow one and transformed into some kind of body with a head. The head's eyes lit up red and glared down at the Royal Guard and ponies. The glare was so intense; it ripped through the souls of The Mane 6 and frightened them to the bone.

The brown Decepticon flew straight for the colossus, when the ponies thought it would ram into the giant, it caught the brown Decepticon and it formed an arm! The arm came down to the right side of the giant Decepticon and formed a hand with fingers.

The other flying Decepticon flew forward and the colossus once again caught it and it formed the left arm. The blades on the red Decepticon twirled together and stopped spinning as the hand popped out of the new arm.

The giant brought down his newly right arm and looked down at the ponies. His glare intensified as it moved closer and closer. It stopped when it was in good distance from them and clenched its right hand.

“BRUTICUS ONLINE!”

With that, Bruticus raised his right fist and smashed it to the ground. When the fist collided, it created a wave of energy heading straight for the ponies! Carriages and debris were flipped out of the way as the pain wave was approaching them.

Shining Armor created a giant dome of energy protecting his Royal Guard and the Elements. As the wave hit the dome, Shining Armor fell to the ground in total exhaustion. Twilight went by his side and screamed, "Shiny, get up it's getting closer!"

The dome was cracking from that intense wave of energy hitting it. Bruticus walked right in front and lifted up his massive foot. He brought it down on the dome and it shattered underneath his wrath.

The Royal Guard shot their energy beams from their horns as it simply deflected off of Bruticus' armor. The ponies saw in horror as Bruticus brought forward his left arm and the blades on it started to spin violently. Bruticus reared down his left arm and swung it at The Mane 6 with the spinning blades following.

“THIS IS TOO EASY!”

“It’s heading for the Element Bearers!” One Guard screamed and fired random shots from his horn at the colossus approaching.

“NOPE, THEY’RE JUST IN MY WAY!”

Four Royal Guard pushed the ponies out of the way just in time for the other Guards to retreat to the sides carrying their unconscious captain. Bruticus brought down his left arm but missed the ponies only slightly.

Rarity breathed in and out quickly just happy to be alive, until she felt a tap on her shoulder. She looked over and saw Applejack standing there looking down with a shocked expression.

"What is it?!" Rarity almost screamed, afraid of what had happened. Applejack pointed at Rarity's tail which had been sliced off from the blades.

Rarity screamed and looked frantically for her tail. There it was in the middle of the street. Rarity ran forward but was stopped by a Guard. Rarity looked over his shoulder and saw her tail get stepped on by that giant foot of Bruticus.

"MY BEAUTIFUL TAIL!!!!" Rarity screamed with tears streaming down her face. Her sad expression transformed into pure anger as she glared hatefully at the Decepticon colossus.

"You brute!!! You ruined my gorgeous tail with your horrid knives!!!!" Rarity screamed and used her magic to lift up several pieces of debris. She chucked them at the giant.

Bruticus used the spinning blades to block the debris hitting him. He chuckled and shouted, “THAT’S NOT ALL, IT SLICES AND DICES!”

Rarity wasn't finished when she pushed the Guard out of her way, ran up to Bruticus and proceeded to buck him in the foot repeatedly.

Bruticus tilted his head in confusion, “SHOULD I BE FEELING PAIN?” He simply kicked the white unicorn with barely any force. The force of the kick however, sent Rarity flying towards her friends. Twilight caught her using her magic and brought her back to the ground.

Rarity clutched the part of her body that was kicked, Twilight got near her and asked, "Rarity, are you okay?!"

"I'm fine....it's just..." Rarity sniffled and said, "my tail is ruined!" Rarity cried in her foreleg.

Rainbow Dash facehoofed and felt another rumble. The Royal Guard and Mane 6 looked up and saw Bruticus standing right in front of them. His massive body shadowed over them with little light they had to begin with considering the storm blocked out the sun.

"I DIDN'T REALLY EXPECT A CHALLENGE!"

Bruticus lifted up his massive foot and held it above the group of ponies and Royal Guard. Little pieces of debris fell off of Bruticus' foot and landed on Twilight's face. She rubbed her face and didn't want to look up again but had to.

Just as Bruticus was about to bring down his mighty foot, a missile crashed into his side.

Bruticus reared back and stumbled a few feet before facing the road and prepared to fight anything that stood in his way. The ponies and Royal Gaurd looked over and saw five flying objects heading for them!

Each one had a glowing red Autobot symbol on them. All of them landed on the ground and transformed to reveal the Aerialbots! The mares cheered and the Royal Guard, with much reluctance as they could, cheered as well.

Silverbolt looked up as Bruticus was regaining himself.

Time to make this more even.

"Aerialbots, form into Superion!" Silverbolt shouted.

Skydive and Air Raid ran forward and transformed into the legs. Silverbolt transformed in mid-air and landed on both of them, forming the torso and head. Fireflight flew up and transformed into an arm, he landed perfectly in the right arm socket and locked in. Slingshot flew up and transformed into the other arm, he locked in place where the left arm socket should be.

The Autobot colossus stepped forward and smashed his fists together. Bruticus looked at one of his most hated enemies: Superion.

"YOU'RE PATHETIC!!! I AM MORE SUPERIOR TO YOU, SUPERION!!!" Bruticus taunted his enemy.

"BRING IT ON!!!" Superion answered back and charged forward.

Superion brought his gigantic fist forward and attempted to punch Bruticus who caught the fist and rammed his knee into Superion's stomach. Superion fell to one knee but grabbed Bruticus' leg and flung him on his back. Bruticus fell backwards created a huge tremor that echoed through Canterlot.

Superion looked back at the Elements of Harmony and shouted, "SUPERION CREATE A PATH FOR PONIES! GO NOW, SUPERION WILL HOLD OFF BRUTICUS!"

Bruticus got back up and tackled Superion. The two giants tumbled on the ground and punched each other repeatedly. The Royal Guard turned towards The Mane 6 and said, "We'll cover you, now let’s move out!"

The Elements nodded, like they had a choice, and followed the Royal Guard past the two giants fighting in the tattered streets of Canterlot. Shining Armor shook his head and regrouped with his Guards. Twilight looked back only slightly to see Superion being thrown against a building by Bruticus.

There it was again......what should Twilight do? Part of her wanted to help the Autobot fight this colossus but another part just wanted to just move forward and let Superion handle this.

She didn't have to decide long.

From under Bruticus' legs came the other Autobots that had sworn to defend the ponies: Ironhide, Hound, Wheeljack, and Perceptor. They shot several blasts from their guns and hit Bruticus from underneath. Bruticus fell to one knee which allowed Superion to deliver a kick to the face to his old foe.

The five Autobots ran forward and stopped by the ponies. Ironhide smiled with relief and said, "Oh thank Primus you survived! Now come on, we still have to get to Optimus!"

"Are we any closer?!" Shining Armor tried to make his voice louder over the thunder.

"Not even close, look." Perceptor said and pointed forward.

The Royal Guard looked forward and groaned when they still saw several Autobots and Decepticons battling in the streets and the skies. The arena was barely closer than before.

Rainbow Dash chuckled and said, "Well, we're closer at least!"

"Yeah," Ironhide said and reloaded his gun, "but this was just the beginning of what is to come."

Long Live The Last Prime

"WHY WON'T YOU DIE?!?!"

Megatron delivered a slice that connected perfectly to Optimus' arm. Megatron tackled Optimus while he was busy looking at his leaking arm, he then lifted up Prime and smashed him down on the ground. Megatron got on top of Optimus and gave a volley of punches to his unsuspecting face.

Optimus Prime grabbed Megatron's arm and head-butted him. Megatron lifted himself up to hear Optimus say, "It'll take a lot more than you've got, Megatron."

Optimus charged forward and kicked Megatron in the chest. Megatron fell backwards but transformed in mid-air and landed perfectly on the ground. He charged up his tank cannon and fired upon the last Prime.

Optimus dodged the deadly blasts headed for him and returned fire with his path blaster; Megatron got hit a few times and transformed back.

"Not bad for a librarian. Perhaps you should've spent more time in the pit!" Megatron yelled and ran forward.

"And perhaps you should've spent more time in the library!" Optimus retorted back and tripped Megatron.

Megatron rolled to the side and picked up his sword. Optimus lifted up Megatron and used both of his fists to plant him to the ground. Optimus reared back and punched Megatron in the stomach over and over again.

When Megatron coughed up a plentiful of Energon, Optimus lifted him up and chucked him away. Megatron skidded on the ground and tried his best to stand up. Optimus grabbed his sword and said, "You're finished, Megatron."

"Never! I'm just warming up!" Megatron yelled back and jumped at Optimus with his sword in his right hand.

Megatron sliced at Optimus who lifted up his knee which collided perfectly with Megatron's stomach. Megatron fell to both knees and dropped his sword. Megatron quickly looked at his sword and reached for it.....

....until Optimus stabbed Megatron's hand with his sword.

Megatron wailed in pain and tried to rip the sword out of the ground, but Optimus wasn't finished with him and grabbed his shoulders. Optimus then proceeded to smash Megatron's head to the hard concrete. Optimus pushed Megatron who laid motionless on the concrete.

Optimus pried his sword out of the ground and held it over Megatron.

"This. Ends. Now!" Optimus said and brought down his sword.

Megatron activated his cannon, quickly turned around, and shot Optimus straight in the chest. Prime fell backwards and dropped his sword.

"This ends when I say it ends!" Megatron yelled and picked himself up.

"Good line!" Discord chuckled and clapped his hands together.

Megatron took his attention of Prime and yelled, "Discord, your self-worship will end just as fast as it began! As soon as I’m finished with Prime, your next!”

"Ohhhh, I'm shaking in my little boots!" Discord taunted and boots magically appeared on his feet. Megatron was even more confused now and didn't have time to defend himself when Optimus tackled him.
________________________________________

Ironhide pushed over some debris and allowed the ponies to move forward. Perceptor, Hound, and Wheeljack took the front lines and shot any Decepticon in their way.

But just when they had gotten to safety, a deep frequency sound was heard echoing through the streets. Ironhide looked forward and shouted, "We got Soundwave, get the ponies to safety!"

Hound and Wheeljack got in front of the ponies and motioned them to get to the side of the street. Applejack looked over Wheeljack's foot to see their old foe Soundwave battling Ironhide.

"Ironhide's in trouble!" Applejack screamed. Hound and Wheeljack looked over and saw Ironhide get electrocuted by Soundwave's E.D.K. Techvolt. The red Autobot fell to the ground as Soundwave stood over him.

Perceptor ran forward but got shot by Soundwave as well. Hound looked at the Royal Guard and said, "Get the ponies to safety; we'll take care of Soundwave!"

Right when he said that, Hound felt himself being lifted and tossed straight for Wheeljack. The two Autobots tumbled on the ground and came to a complete stop not too far away. The equines looked up as Soundwave glared down at them.

Twilight suddenly felt the same fear she felt in the Everfree when they first saw Soundwave. His emotionless stare sent a chill down her spine as did that voice of his.

"Impossible! I terminated you, there is no possible explanation you could all still be alive! Commence operation: electric execution!!!" Soundwave shouted and aimed his Techvolt at the Element Bearers. The Royal Guard shot several energy beams from their horns but did little effect on Soundwave's armor.

“Armor superior. Magic inferior.”

Just as Soundwave was about to fire, a loud voice caught his hearing processors.

"Hey, Soundwave!!!"

Soundwave looked up and got shot in the chest by a blue orb. Soundwave stumbled back a few feet but regained his footing. The Royal Guard and mares turned back to see the Autobot named Blaster with a smoking barrel from his gun.

Blaster aimed again but didn't fire this time. The ponies looked back at Soundwave who put his gun away, they turned back to hear Blaster chuckle and put his gun away as well. The Autobot and Decepticon stared each other down for a while, figuring out what to do.

Twilight’s head darted back and forth. Why would Soundwave put his gun away when he could've shot Blaster right here and end it?

Her thoughts were interrupted by Blaster speaking out.

"I've been waiting for this moment a long time you pathetic excuse for a communication officer." Blaster chuckled.

Soundwave retorted back without any sign of fear in his voice, "All talk no shock."

Soundwave pressed a button on his shoulder and out came the minicons: Rumble, Frenzy, and Laserbeak. Laserbeak floated in mid-air while Rumble and Frenzy walked forward towards Blaster.

"Hey," Frenzy shouted, "no one calls Soundwave pathetic except us behind his back!"

“Get ready to crumble before Rumble!" Rumble shouted and smashed his mallet to the ground. Blaster, being unfazed by this, pressed a button on his shoulder.

"My squad could use some exercise!" Blaster said and out came Steeljaw, Rewind, and Sundor. Steeljaw pawed at the ground waiting to strike at the minicons. Rewind loaded his blaster while Sundor hovered above the ground.

Soundwave pointed at them and said, "Minicons, charge!!!"

Rumble, Frenzy, and Laserbeak charged forward which caused the minibots to charge as well. Sundor rammed straight into Laserbeak, Rewind took on Rumble, and finally Steeljaw pounced on top of Frenzy.

Soundwave and Blaster attacked each other with fists flying and different kinds of sounds only communication officers could make. Blaster got Soundwave in choke hold and looked at the ponies.

"Now would be a good time to get the slag out of here!" Blaster told them struggling to hold Soundwave.

Soundwave elbowed Blaster in the stomach and tackled him. Shining Armor looked back at the mares and his Guards and shouted, "Okay you heard him, let’s get out of here!"

Passing the battling miniature robots, Shining Armor galloped straight forward towards the arena with the ponies and Guards following close behind. Rainbow Dash looked back one last time and saw Blaster shoot Soundwave in the chest which sent him crashing to the ground in a firery inferno.

Rainbow Dash smirked with glee.

As Shining Armor came up to yet another battle between the Autobots and Decepticons, he decided it would be smarter to stay on the sidelines and sneek over to the floating concrete.

He turned back and said, "Okay, stay very close behind me, you understand? STAY ON MY FLANK!”

The Royal Guard nodded, Shining looked over to his sister and looked what a mess she was. Her mane was tattered and filled with grime and debris. She had cuts all over her body along with several bruises here and there. But what hurt Shining the most was the tears in his sister's eyes. Shining felt guilty, allowing his sister to be involved in such horror, they had to hurry up and get to Optimus before anything else happens!

Shining's emotions were interrupted by a loud tremor behind him. He heard his sister scream and really didn’t want to see what was behind him. But he had to.

Turning around, Shining Armor was face to face with a glowing purple eye.

The rest of the body stood up to full height and towered over the ponies. It was a giant purple Decepticon with a chest that rose out from the rest of the body. On its back were two wings, each poiting up with sharp tips. But what frightened Shining the most was the weapon it had, a long tube connected to his left arm.

The Decepticon got closer and said, "Aw, the same ponies from before, now would be a perfect time to analyze!" Whenever it spoke, that purple eye would light up. Twilight gulped in fear.......it was Shockwave....the Decepticon she feared the most.

Shockwave reached forward towards the ponies, only to be stopped by several energy beams hitting him in the chest.

Shockwave backed up and put his right hand forward to block the shots.

He glared down and shot with his blast cannon. Shining created a shield over all of them and allowed the beam to hit the shield crumbling it in seconds. Shockwave prepared another blast.

"Captain, we need another shield!" A Guard shouted.

"I-I can't make another!" Shining Armor told him still rubbing his head.

Just as Shockwave was about to fire, a loud roar echoed through the streets.

Shockwave took his attention off the ponies and looked around, completely terrified. He knew that roar all too well. His failed experiments were coming for him!

Shockwave turned around to see a building crumble to the ground, out of the rubble came the mighty Dinobot Grimlock in his T-Rex form. One look at Shockwave and Grimlock charged forward roaring with each step. Shockwave backed away but heard another roar behind him.

Shockwave turned back and saw Slug and Snarl in their dino forms heading straight for him as well! Shockwave was too terrified and transformed to escape. When he began to fly away, a missile struck his thruster which sent Shockwave crashing to the ground.

Shockwave transformed back and looked in the air to see Swoop hovering above ground and watching Shockwave the entire time.

Shockwave got up from the rubble and tried to find a way to escape, but he was surrounded! Snarl and Slug walked past the ponies and Royal Guard to move closer to their old enemy. Grimlock got closer to Shockwave and opened his mouth.

"Remember us, Shockwave?" Grimlock asked.

"The things you created?!" Slug shouted.

"The things you tortured?!" Snarl growled.

"Oh, he remembers us alright!" Swoop said and landed on the ground still in dino form.

Shockwave got back to his feet and couldn't help but shutter in fear as the Dinobots moved in closer. Rainbow Dash's smirk got even bigger seeing this Decepticon so frightened.

"Oh, but are we missing someone?" Swoop asked the group of Dinobtos.

"Yessss, Sludge is dead, thanks to Shockwave and his Insecticons." Grimlock answered and glared hatefully at the Decepticon scientist.

"Now, now, I assure y-you th-that it was all Sh-Sharpshot's idea to do that to Sludge, not me." Shockwave stuttered until he was silenced by Grimlock smashing his foot on the ground.

"You know what?" Snarl said, "I think it is time to give Shockwave his just deserts!"

"Yesss, the creator shall be crushed by his creations!" Slug shouted and moved closer to Shockwave who backed away.

"NO! Stay back you freaks of Cybertron!" Shockwave shouted and bumped into Grimlock who roared straight in his face. Twilight and her friends had big smiles across their faces as the Dinobots were literally going to eat Shockwave! He deserved it.

Just as Shockwave was about to be devoured, a loud honking noise was heard.

Grimlock and the Dinobots turned around and saw a big purple object on wheels heading straight for them! Shockwave looked at the purple object heading for the Dinobots. He raised his arms and shouted, "Motormaster, save me!!!"

Motormaster rammed Grimlock in the leg as the leader of the Dinobots fell and landed on his back. He then transformed after he took out Grimlock and shot Slug with his Energon Harvester. The power of the said weapon caused Slug to fly back and hit Snarl.

Looking up, Motormaster used his last shot on the flying Dinobot above. Swoop crashed to the ground just as instantly as the blast hit him. Smirking with satisfactory, Motormaster looked down at Shockwave who pointed behind him.

"Motormaster, behind you!"

The Stunticon looked just in time to see Grimlock bring his jaw down and bite him. Grimlock lifted up his jaw and shook Motormaster with no remorse. Grimlock flung the Decepticon out of his mouth and sent him straight in the air. Grimlock raised the end of his tail in an attempt to impale him. But there is a reason they are called 'Stunticons'.

Motormaster spun in the air and dodged Grimlock's tail. After he fell to the ground, Motormaster transformed and drove out of that horrid location.....

.....leaving Shockwave behind.

"Nooooo! Come back!" Shockwave shouted but regretted making any noise when Grimlock turned towards his way. That same fear of when Grimlock exceeded his programming came back, that same moment when Grimlock had eaten his arm.

"No no no no no NO NO NO!!!!!!" Shockwave transformed and flew away down the street where the ponies had come from.

Grimlock roared and took off towards his creator. He easily lifted his legs over the ponies and Royal Guard as he chased Shockwave down. Shining Armor looked down the street and saw they were a little bit closer to the flying arena.

"Come on, we have to keep going." Shining said and took off towards the direction of the arena, the Guards and Mane 6 followed him.

Twilight turned her head and saw the Dinobot Slug trying to pick himself up but continued to fall down.

There it was again.....

......should Twilight help him or continue moving?

"C'mon Twilight!" Applejack yelled from behind her. Twilight shook her head and followed close behind Applejack, leaving the injured Dinobots behind.

Still more time went by and they have gotten SO close now! Twilight felt the rain getting harder as she approached the arena closer and closer. But before they could move another inch, Shining Armor stopped in his tracks and looked behind him.

He made his voice louder so they could hear him over the sound of thunder and pounding rain.

"Alright, we’ve made it to the arena! Optimus is still up there fighting Megatron so we have to wait down here until he gets The Matrix back!"

"We should hide behind this rubble sir!" A Guard shouted as another lightning bolt sailed across the sky.

"Good idea soldier, get the Elements down so we can take point!" Shining Armor shouted until he was shushed by a Guard.
He pointed a hoof towards the street underneath the arena; Shining turned around and was shocked to see an epic battle between the Autobots and Decepticons play out.

Flying over some rubble were three of the Stunticons: Dead End, Wildrider, and Breakdown. The three of them transformed in mid-air and raced forward on foot. When they were close enough they attacked Jetfire with their bare fists.

The Mane 6 and Royal Guard took their attention off of the battle and ducked down when a missile almost hit them. They ducked behind the rubble and waited for another missile to strike against the rubble.

Shining Armor looked over the rubble and saw a tan tank heading right for them!

The tank ran over a carriage and continued to fire several missiles at the ponies. The Mane 6 felt a rumble behind them and turned around to see the Autobots Warpath, Sideswipe, Cliffjumper, and Jazz.

Sideswipe looked down at the group and said, "We'll take care of this Decepticon for you!”

Warpath stepped forward and transformed into his tank form. Jazz put his hand in front of Shining Armor and said, "You might want to stand back."

Shining looked at Jazz with a confused look until he realized what he was talking about. Warpath shot a missile of his own at the Decepticon tank and hit it perfectly.

Warpath chuckled and shouted, "Hey Demolisher, TANK you HAHAHAHAHA!!!!!"

As Warpath laughed at his own joke, he continued to fire from his tank mode and hit Demolisher with each shot. The other Autobots charged forward while the ponies watched in awe. Sideswipe shot several bullets from his neutron assault rifle that struck Demolisher's tank armor, the other Autobots ran forward but Cliffjumper was faster than all of them.

Demolisher fired a missile as Cliffjumper dodged it and jumped on the hull of his tank mode.

"Decepticon punk!" Cliffjumper shouted and pulled Demolisher's main gun to the side, Demolisher fired one last blast that hit the side of a building before he transformed.

Demolisher transformed into his robot mode and grabbed Cliffjumper who was still on his back. He pried Cliffjumper off and threw the Autobot away from him. Sideswipe and Warpath continued with several shots from their guns that hit Demolisher's armor while Jazz moved in closer. Jazz activated his Gear Shredder and slid underneath Demolisher and shot his underside.

Demolisher yelled in pain and brought up his right hand which transformed into his gun. But Jazz jumped on Demolisher's back and tapped his shoulder.

Looking back, Demolisher wore a confused expression until Jazz jumped up and shot one blade which sliced his right hand. Demolisher's hand landed on the ground the same time Jazz did.

"AWWW, MY HAND!!!! YOU SLICED OFF MY HAND, AUTOBOT!!!" Demolisher yelled in pain and looked over to Jazz who was snickering with delight.

"I'm gonna slice off a whole lot more than that!" Jazz shouted and jumped at Demolisher.

Jazz continued to stab Demolisher in the abdomen while the Decepticon tank slashed around. The equines were still in awe at this battle taking place, they didn't notice what was behind them until they heard the beeping of a horn.

The ponies turned around and saw Bumblebee riding on the back of a white box on wheels. The box sped down towards the street where Demolisher was!

"Bumblebee!" The mares squealed with joy as Bee activated his neutron assault rifle and aimed forward.

Bumblebee then proceeded with shooting multiple neutron blasts at Demolisher who couldn't do anything now. Demolisher turned his attention to Bumblebee and tried his best to shoot him, but simply couldn't with all the fire power directed towards him.

Shining Armor stood up from the rubble and shouted, "Unicorns, direct all magic to that Decepticon!"

The Royal Guard unicorns stepped forward and powered up their horns, Shining did as well and unleashed his fury on the Decepticon tank. The magic energy beams hit Demolisher with so much intense heat that Demolisher's armor exploded all around his body and sent shrapnel and circuitry all over the ground.

Ratchet drove past the ponies with Bumblebee still on the roof of his vehicle mode. Bumblebee continued his fire on Demolisher while Warpath continued his array of missiles. Demolisher was faltering beyond belief and began to let all the bullets hit his chest. Bumblebee had the shot of the day that struck Demolisher directly in the chest.

Shrapnel flew everywhere as the Decepticon wailed in pain. Ratchet transformed and pushed Bumblebee forward since he still didn't have legs.

"Take him out, Bumblebee!" Ratchet shouted as Bee flew straight for Demolisher's head.

Bumblebee activated his blade on his left arm and sailed for the injured Decepticon. Bee rammed his blade against Demolisher's head causing a deadly sound to rip through the air along with the thunder. Bumblebee landed on the ground and stared at Demolisher who was throbbing with pain.

Demolisher fell slowly to the ground with a loud thud. Demolisher's head crashed into the side of a small diner and destroyed it instantly. The Decepticon laid there.....dead.

Shining Armor made his way to the once living Decepticon and nodded, "Okay that tank thing is definitely dead now."

Ratchet walked over to Bee and picked him up. The Mane six ran up to Ratchet with intent on how Bumblebee was. Ratchet looked at them and said, "Bumblebee can't fight anymore, we'll have to stay out of the battle from now on."

"Look!" Sideswipe shouted and pointed towards the battle. The Autobots, Royal Guard, and Element Bearers look over to witness the Autobots and Decepticons still fighting with no end. Above them, the arena was still floating high above.

"Autobots," Cliffjumper began, "let’s get moving!"

Cliffjumper led the way, following him was Sideswipe, Jazz, and Warpath. Shining Armor galloped forward with the Royal Guard following behind him. Twilight looked back one last time and saw Ratchet placing Bumblebee in a carriage.

He was truly out of the battle.
________________________________________

"No one can stop me!" Megatron yelled as he continued to slash at Optimus Prime.

Optimus brought up his sword just in time for Megatron to bring his down at Prime's face. Their swords collided with a loud clang as they were evenly matched. Optimus gripped the handle of his sword with both hands as Megatron did the same.

Both leaders glared at each other the entire time they were in this position, optics latched and locked in place, neither would break the contact. Optimus felt himself getting weaker as Megatron continued to push harder down on his sword.

"This.....won't...stop.....me!" Optimus struggled against the sword being pressed so close to his face.

Megatron pushed Optimus' sword aside and stabbed him in the abdomen.

"ERRRRAAGGGG!!!!" Optimus yelled in pain and fell on both knees.

Optimus Prime dropped his sword and clutched his open stomach; he looked at his hand and saw it covered with liquid Energon. A foot came in Prime's vision which caused him to look up.

Megatron.

Megatron looked down on Prime and clutched the end of his sword with hatred.

"This is it, Optimus. You still resist me even though I have won!" Megatron yelled.

Optimus coughed and said, "Even if you destroy me Megatron, others will rise to defeat you."

Megatron scowled and said, "Then I'll just have to destroy your Autobots as well as this planet!”

The leader of the Decepticons heard laughing and turned around to see Discord obviously enjoying every second of this play he had created. Another cough caught Megatron's attention and he looked down at Optimus who was on one knee and trying to get back up.

"What a waste of Energon you have become, Prime! I have done SO much for our world, from returning it to its former glory, and destroying every single Autobot on Cybertron, we come to this world for a chance to re-boot Cybertron from its energy supply, and yet you still resist me. My only question is....why?"

Optimus looked at his old foe with pure hatred in his optics and answered him.

"I resist you.....because what you have become, Megatron, you destroyed our home......you killed millions of innocent lives.......and now you plan to destroy this peaceful world. No more. I will never allow you to plunder another world the way you have Cybertron...not while Energon flows through my circuits."

Before Megatron could finish it, Optimus closed his optics and opened them one last time when he knew for certain…..that this was the truth. Looking up, Optimus glared with hatred, hatred towards Megatron with everything he had done.
Everything he had done to Cybertron, and now…..Optimus knew that he was right.

“This is our home now, Megatron. And the Autobots will never make the same mistakes we did on Cybertron. We will stay here…..we will fight for the equines….and I will never allow you to bring this world to its knees as you’ve done to Cybertron.”

Megatron frowned and dropped his sword. Optimus looked at him with confusion but suddenly realized what Megatron was doing. Optimus’ little speech was just enough for Megatron to lose it.

The leader of the Decepticon clenched his fist and pointed it at Optimus' face.

"You're so weak."

With that, Megatron delivered the punch directly to Prime's face.
________________________________________

Cliffjumper, Warpath, Sideswipe, and Jazz ran forward and shot their weapons at the Decepticons. The Royal Guard and mares followed close behind them as they continued to move forward. The other Autobots took quick notice of this and surrounded the ponies, defending them as they moved closer to the floating arena.

Shining Armor looked forward to see a Decepticon jet transform and charge forward. But Sideswipe wouldn't let him get any closer. Sideswipe grabbed Skywarp's shoulder and stabbed him in the chest with his blade. Sideswipe then tackled Skywarp to the ground and proceeded to beat him.

"WE GOT AUTOBOTS!!!" Shining Armor yelled triumphantly as they continued to gallop forward with the Autobots on their tail.

Fluttershy looked to her left and saw the Insecticon armada scurry forward and try to break through the line of Autobots. Cliffjumper jumped on top of the closest Insecticon and shot it in the head killing it instantly. As more Insecticons charged forward, Rainbow Dash looked back and saw an Autobot jet heading straight for them.

Rainbow Dash knew who it was immediately.

Rainbow Dash puffed out her chest and shouted, "JETFIRE!!!!"

Jetfire transformed and landed on the ground perfectly. He jumped over the group of Autobots and ponies and took out the Insecticons in front. He pulled out his mace and brought it down on an Insecticon's head. Instantly killing it.

"Feel my wrath, Insecticons!" The seeker yelled and killed another Insecticon. Jetfire grabbed an Insecticon and put his foot on its back, "Let me show you how we brought the pain in my day!" Jetfire yelled and smashed his mace of the Insecticon's head, killing it.

“My wrath is deadly, Autobot!”

The Insecticon Sharpshot flew down and transformed. He jumped on Jetfire and latched himself on to stab him in the chest. Jetfire fell back and continued his little battle with Sharpshot. The other Autobots suddenly realized that their path was clear and they could now continue moving.

"Ponies, this way!!!" Wheeljack shouted.

The large group of Autobots pushed forward and shot at any Decepticon in their wake of destruction. The Constructicons, Stunticons, and Barricade saw them coming nearer and ran away. Now that they had no leader, they had no idea how to stop that un-ending trail of destruction caused by the Autobots.

Jazz stopped the Autobots when they were directly underneath the floating arena. He looked back and said, "Okay, Optimus it still fighting Megatron up there so we just have to stay down here and hold off any Decepticon until he comes down."

"How do we know when Optimus has won?" Shining Armor asked.

Jazz chuckled and said, "Trust me, Optimus Prime can handle anything, he'll have that Matrix down here faster than you can say ‘Bah weep granah weep ninni bong’."

But before any of the mares or Guards could intervene with what Jazz had said, a loud wail in pain echoed through the air followed by an explosion.

Twilight, Fluttershy, Rainbow Dash, Pinkie Pie, Rarity, Applejack, Shining Armor, and the Autobots looked up just in time to see a blue and red body falling from the floating arena above, and heading for all the ponies below.
________________________________________

Megatron limped forward where Optimus had fallen. It was almost over; Optimus Prime was very close to being defeated. But Megatron was very injured; there was no way he can take on a creature as powerful as Discord in his condition. That's when Megatron.......found out what to do.

The fowl leader of the Decepticons stepped in front of Optimus' limp body and grabbed him by the throat. Megatron lifted up his old enemy and glared in his optics as he held his throat.

Megatron heard a slow clapping behind him, he turned to once again to see a very satisfied Discord, he was standing completely up on his throne as he just witnessed Megatron conquer Optimus Prime. Discord stopped clapping and looked at Megatron with a smug smile.

"Congratulations Megatron, you have proven to be the strongest of the strong, but before you can claim your reward," Discord pointed at The Matrix that was still stuck to the throne, "you must finish him off, and then battle me." Discord finished by placing a hand on his chest.

Megatron thought of Discord's words and looked back the Autobot leader at his will. Optimus' optics were barely open to see what Megatron planned on doing.

Megatron grew a quick frown and activated his cannon on his right arm. He pointed it at Optimus' face with pure ferocious hunger in his optics. Optimus looked at the cannon pointed at his face and closed his optics waiting for his death to come.

But before Optimus would die, he had to give some apologies first.

'Oh Primes of the past, forgive my spark.' Optimus thought to himself as Megatron powered up his cannon, 'I have failed all of you, I am not worthy to carry The Matrix of Leadership. My spark does not deserve to live with all of you in The Matrix, but please.......spare this world of its chaos......please......help them......for I cannot…'

Megatron's cannon was fully charged, he clutched Optimus' throat as he pressed the cannon against his head.

"It is over, Optimus ‘Prime’....."

"FINISH HIIIIIMMMM!!!" Discord yelled.

It was time for Megatron's plan........to take effect.

"EEEEEAAAHHHHHHHH!!!!!" Megatron yelled and swung around to point his cannon at Discord.

He fired.

Discord's smile turned to an expression of pure terror as the ball of energy soared for him and struck him directly in the chest. Discord's entire body exploded as did the throne containing The Matrix of Leadership.

Megatron threw Optimus on the ground and jumped toward the explosion, the flames overcame Megatron's body and he was gone. Prime looked up and saw the fires about to reach him.

Suddenly, Optimus saw The Matrix.

The Matrix of Leadership flew out of the fire like a fireball from an erupting volcano. Optimus got up and ran for it. The Matrix flew straight over him but Optimus HAD to get it back.

As The Matrix of Leadership flew over the ledge of the arena leading to the hard ground below, Optimus jumped with his last strength and reached out for The Matrix. He was so close, with one final push.......

......Optimus Prime regained The Matrix.

Optimus faced his back to the ground as he clutched The Matrix to his chest. He felt himself falling very fast, the last thing he heard before he hit the ground, was the sounds of screaming ponies.
________________________________________

"GET OUT OF THE WAY!!!!" Sideswipe shouted and ran away.

Jazz grabbed Twilight and Rainbow Dash, Warpath scooped up Rarity and Pinkie Pie, Wheeljack picked up Fluttershy and Applejack, and Hound picked up Shining Armor while the rest of the Guards flew or teleported away.

The large body crashed to the ground with a thunderous tremor following. Dust and debris was sent everywhere as the tremor slowly stopped. Twilight popped her head out of Jazz's arms and looked up to see the floating arena fall to the ground covered in flames.

The arena created an even stronger tremor than the first one. Jazz held Twilight and Dash firmly so they didn't shake that much from the quake. Twilight and Rainbow Dash opened their eyes and looked to see the arena but it looked as if it was now a giant fireball lying on the earth.

Jazz let his grip loose and Twilight stumbled out and trotted closer, Dash floated in mid-air and stared in awe at this devastation. The other Autobots stood up as well and watched as the arena crumbled into flames.

"Did......did Optimus....survive that?" Rainbow Dash turned back to Jazz who had an emotionless look on his face.
That is when they all heard the groaning.

A black hand rose from the rubble and clutched the side of where it landed. The body rose up and the equines gasped at what they witnessed.

Optimus Prime.

The six mares ran up to Optimus and looked at him with intent. But Optimus wasn't normal. His once smooth armor was now dented and sliced with open wounds all over his body. His paint job was shedding from the multiple cuts on him. His body was sending sparks all over the place from the cuts. Prime's stomach had been stabbed as Energon kept leaking out. His face was no better, his horns were now bent slightly and one of his eyes was cracked.

He looked as if he had been to hell and back.

Optimus tried once again to get up but fell on his chest. Any pain that Optimus felt multiplied to an intense level as he landed on the hard concrete, but he forced himself to stay awake, he still had a mission. He looked up and saw his pony friends plus the Autobots all staring at him.

Optimus looked directly at the ponies and managed to speak out.

"Twilight........Fluttershy......Rarity......Pinkie...Pie........Applejack.......and Rainbow...Dash....."

Upon hearing their names, the six mares got a little closer to their friend. Optimus looked at them and said, "I have.....The M-Matrix."

When he said that, he lifted his left hand forward and brought up The Matrix of Leadership. The ponies stared at it with wide eyes as it glowed with a bright blue glow. Twilight heard Optimus cough; she took her attention off The Matrix and looked at Optimus with a sorrowful look.

Optimus, slowly but surely, stood up. His legs leaking Energon as he stood clutching The Matrix in his left hand. He groaned in pain as he was at full height, Rarity felt sorry for him now that his stylish paint job was ruined, but Twilight felt more than sorry for him, she felt that she had failed him. Here was Optimus Prime, injured beyond repair and he was still trying to help this world, he was one brave bot.

Optimus looked down at them and immediately clutched his open stomach and coughed. But he had to focus; he looked at them and said, "Do you have....The Elements?"

Rainbow Dash looked down and saw her necklace staying where it should. Fluttershy, Pinkie, Applejack, and Rarity did the same; Twilight lifted up her hoof and felt the slick golden metal of her tiara. The Element Bearers nodded and looked back at Prime.

Optimus sighed with relief and coughed again. He forced up his left arm and brought The Matrix to his chest. He lifted up his right arm and clutched the handle on The Matrix with both hands. Optimus took a deep sigh and began.

"Oh....great Matrix of Leadership....this world......this once peaceful world.....has been infected with the wrath of war. I ask of you.......from all the great Primes of the past.....to heal this world.....and bring.....The Elements of Harmony back. If this is done......." Optimus coughed again and almost fell to the ground but forced himself up.

"If....this is done.....this world will see peace.....yet again. Please.....help us.......in this dire time of need. I do not wish this world to become another Cybertron. I ask you......no....I order you......LIGHT US......IN OUR DARKEST HOUR!!!!!"

Optimus raised The Matrix of Leadership above his head as it glowed profusely. The Autobots backed away but the Mane 6 stood their ground. Shining Armor and the Royal Guard backed up with the Autobots and was ready for the grand finale.

Optimus Prime yelled in pain as he slowly......pulled apart The Matrix.

The core was brighter than anything the ponies had ever seen. They blocked the violent rays with their forehooves as the core continued to glow brighter with each second. Suddenly, Twilight felt herself being slowly lifted up. Then Rarity, then Rainbow, then Pinkie, then Applejack, and finally Fluttershy. All six mares slowly floated above the ground as the core slowly moved closer to them.

Twilight's face met the core of The Matrix of Leadership, her snout almost touching it. When she looked into the core, she almost couldn't believe what she saw. Many giant beings standing proudly in the face war, each one held what appeared to be The Matrix but Twilight couldn't tell. She then saw several faces of other robots similar to Optimus, each one with glowing white eyes.

The core flew out of Twilight's face and hovered above each of them. The core suddenly glowed brighter than before and shot out six beams, each connecting to the Elements of Harmony. Twilight felt the beam hit her tiara and immediately felt stronger, her eyes glowed white as the beam kept flowing into her tiara. Twilight looked back and saw each of her friends with glowing white eyes as well.

The beams stopped and Twilight closed and opened her eyes, her vision back to normal. She and her friends were slowly dropped to the ground as did the core. The Mane 6 landed on their hooves and looked over to see the core land back in The Matrix of Leadership. Optimus closed it and immediately dropped The Matrix from exhaustion.

Twilight looked behind her and saw her friends' Elements back to normal. Their once dark and void appearance was gone as the color had returned.

The Elements of Harmony......were saved.

Twilight's smile grew as she looked back at her friends. Rarity looked up at her and smiled as well, the smiles spread to Pinkie, Rainbow, Applejack, and finally Fluttershy. But the victorious moment was interrupted by a loud thud.

The mares turned back to see Optimus Prime on one knee and a hand pressed to the ground. His head hung low as if he was truly dying. Oh how Twilight wished that wasn't true!

"Optimus!" The mares screamed and ran forward to the Prime; they all looked at him with fear-filled eyes.

The leader of the Autobots looked at them, one of his optics cracked so he couldn't see well, but he sure as Cybertron could see his friends looking at him wanting to know what was happening.

"I'm......I'm losing strength....." Optimus told them struggling to keep his voice level.

"What?" Twilight asked with a hint of whimpering in her voice.

"The Matrix.....its power.....it was too much....this is what I told you all about.....The Matrix is raw power.....and now......I'm going to shut down." Optimus finished and leaned to the side but forced himself up.

"No, you can't do that, Optimus!" Pinkie Pie screamed with tears already falling down.

Optimus looked at all of them and said, "You can save this world now.....you don't need me anymore....The Elements are back.....you can stop Discord.....now go."

Rainbow shook her head rapidly and said, "No, we're stopping Discord together!"

"I can't......I'm too weak...." Optimus admitted and looked down at the ground.

"You're not weak, Optimus."

Optimus turned his head right and saw Shining Armor. His face betraying any emotion at all as he simply stared at Prime. He stepped forward and said, "You are one of the strongest beings I have ever met, and thanks to you.....The Elements are back so we can end all of this. But we're doing this together."

"Together." Twilight said and looked up at Optimus.

"Together." The other mares said and walked closer.

"Together." The Royal Guard spoke out from behind their captain.

"Together." Jazz said, the other Autobots nodded in agreement.

Optimus looked all around at the bravery of all these ponies; they were truly one of the most trustworthy creatures he had ever met in all his life. He was also proud to be fighting with this team of Autobots, they were truly the greatest of friends he could ever ask for.

But Optimus' peaceful moment was interrupted with a strange energy beam heading straight for Twilight and her friends.
________________________________________

Megatron continued looking for Discord in the smoke above the city of Canterlot. He knew Discord had survived that blast he had inflicted on him, but now he had to finish it. Megatron hovered around the smoke until a strike of lightning almost hit him.

He hovered away from the lightning and turned around to continue his search.

"WHERE ARE YOU?!?!" Megatron roared, "I know you are still alive, now show yourself!!!!!"

Megatron's speech was interrupted by something very fast ramming into his back. Megatron almost lost his control but regained balance and turned around to see that horrid draconequus. His body was back to normal as if his blast did nothing to him.

Discord cracked his neck and said, "Oh I am very much alive, Megatron."

Megatron yelled in anger and fired another volley of shots at this strange creature. Discord dodged the blasts with ease and rammed Megatron in the chest. Both Discord and Megatron were sent down onto the roof of a building from the force of that hit.

Megatron shook his head to regain his focus, he looked back to be grabbed by the neck and forced onto his back. This draconequus was truly a strong opponent. Discord chuckled at Megatron and said, "You thought you could stop me? You think you can stop chaos? Now feel the power of Discord!!!!"

Discord then lifted up Megatron with his one hand and threw him with all his might. Megatron shot straight from the roof of the building, to the other side of Canterlot. Discord watched at Megatron's body became smaller and smaller until it disappeared behind the buildings.

Discord clapped his hands once and said, "Well, that's one down!"

Discord closed his eyes and chuckled at how much fun he was having, that is until a bright light hit his eyelids. Discord opened his eyes and looked down from the building and saw his old enemies Twilight and her friends slowly float to the ground.

Optimus Prime was holding something above his head. Discord was confused and snapped his fingers, a small telescope appeared in his hands and he looked through it to get a better look.

He dropped the telescope when he saw it.

Optimus had just used The Matrix of Leadership on The Elements; he witnessed them with their colors back! Discord's fear grew when he remembered what it was like in that stone prison. Cold, dark, and couldn't even move a muscle. It was a living hell!

There was no way he was going through that again!

He glared down at Twilight and the rest of her worthless friends and charged up his right hand.

"You think you can get me to stop this?! Even with your precious Elements of Harmony back to normal, there is no way I'm letting you use them! THIS ENDS HERE!!!!"

Discord lifted up his right hand and several lightning bolts landed in his palm. When he was good and charged up, he unleashed his full fury down at those stupid ponies. A long beam of energy erupted from his right hand as he poured each drop of power into this blast.

He brought his hand back and waited for the death of The Elements to come.

Only to receive the shock of his life.
________________________________________

Everything appeared to be in slow motion for Optimus. He brought his attention onto the bright deadly beam of energy heading straight for Twilight, Rarity, Applejack, Rainbow Dash, Fluttershy, and Pinkie Pie. He knew that this would kill them if he allowed the beam to strike.

Optimus was stuck in an array of thoughts. What should he do?! Time was running out as the beam drew nearer! The ponies didn't even notice the beam heading for them!

Optimus looked at his Autobot brothers and they noticed the beam as well. They were slowly following it as it approached nearer, but none of them were close enough to stop it. The only one close was enough was......him.

Optimus looked back at the ponies with a sorrowful look; they looked at him with heads tilted to the side not knowing what the great Optimus Prime was thinking.

They soon found out.

Optimus Prime then committed the bravest thing he had ever done.

He pushed the ponies out of the way and allowed the beam to impale his chest.

Optimus' optics grew wide and he screamed in pain as the beam blasted straight through his body and hit the ground behind him. All the pain was now focused around his chest areas as the beam continued to strike.

Twilight looked up from where she was pushed and gasped to see Optimus impaled by a beam of energy.
The beam stopped as did Optimus' movements.

The last of the Primes looked at his chest and immediately regretted doing that. His chest was decimated; a large hole was now where his spark used to be. Optimus looked back up and fell to his knees.

The six Elements, Shining Armor, Royal Guard, and Autobots had the most horrified expressions they had ever allowed to be placed on their faces. Optimus Prime had just sacrificed his own body to save the bearers of the Elements of Harmony.
Twilight and her friends had the most terrified expressions out of anyone there.

Optimus Prime slowly fell on his back and looked up into that cloudy sky as the chocolate rain pelted his destroyed armor. As Optimus felt his life force leaving him, he heard several screams and turned his head slightly to see the ponies and Autobots running straight for him.

He looked back up and listened carefully to all the words he could barely make out from his destroyed hearing processor.
The only words he caught out were Jazz shouting at Perceptor.

"Perceptor, check for damage analysis!" Jazz screamed and looked down at their fallen leader.

Perceptor transformed into his microscope mode and analyzed Optimus Prime top to bottom. Ratchet arrived with Bumblebee in a carriage, Bee looked up from the carriage and witnessed his old friend; Optimus Prime was on his death bed.

The ponies were breathing profusely at the hope that Optimus was going to make it, but all they got was even worse news.

Perceptor transformed back and spoke in a defeated tone, "I'm afraid.....his wounds are fatal.....there is nothing I could do for him."

The ponies gasped and went closer to Optimus' face, Twilight spoke first with tears staining her face, she winced in pain when the sour tears hit her open cuts but she didn’t care about that. She only cared about Optimus Prime.

"No Optimus, you can't die we need you!!!" Twilight cried and whimpered by Optimus’ dying form.

"Yeah," Applejack wiped away her tears with a forehoof, "we....we love ya, Optimus."

Optimus turned his head so he could face his pony friends. Oh how much he wanted to save them from the horrors of war….but now….the only thing he could do….was say goodbye. Optimus narrowed his optics and said in a cracking voice, "Do not grieve......soon....I will be one with the Allspark.”

Optimus lifted up his hand and rubbed his finger underneath each of the pony’s chins. His arm fell to his side and he spoke out, "You....all of you.....are the most trustworthy companions....I had ever had the honor of meeting. And I know.....that you will remember me.....when I leave all of you....that you will never forget me.....I will miss all of you deeply in my once active spark.”

Saying his final goodbyes only made the mares cry even harder, Optimus took in a deep breath and turned his attention to an old friend of his.

Optimus narrowed his optics and spoke.

"Ironhide...."

The ponies looked up to see Ironhide with a smoking chest, they hadn't even realized that he had made it this far, they thought he had been taken out when Soundwave attacked. But here he was, watching his oldest friend die right in front of him. Ironhide got in closer as Optimus was about to speak again.

"It is with you old friend........I pass onto you.......The Matrix of Leadership.....as it was passed to me....you are to lead the Autobots from now on.....and lead them...to victory."

"But Prime," Ironhide told him, "I.....I am just a soldier I.....I am not worthy."

Optimus gasped again and said, "Nor was I old friend...." Optimus lifted up his left hand and Ironhide clutched it in his.

Optimus continued, "but I know......that with your bravery and heroism.....that you will save this world......and use the power of The Matrix....to light us in our darkest hour. That you.....will help this world regain peace once....again...."

Optimus lifted up his head and reached for The Matrix of Leadership that he had dropped. He lifted up his right hand with the Matrix laying upon it. He placed it in Ironhide's hands and dropped his arms to his sides.

Ironhide held The Matrix of Leadership in his hands and stared at it in awe. The Matrix was his now! He was now the leader of the Autobots!

Optimus Prime looked back up into the stormy clouds and said his final words.

"Until this world is saved...........till all......are one........"

With that, Optimus' optics flickered blue until they had gone completely black. His red and blue exterior had begun fading and his colors were gone as was his life. Twilight closed her eyes and fell to the ground, clutching Optimus' colorless hand as she cried silently.

The Autobots dropped their heads in defeat over the loss of their beloved leader. Bumblebee placed both fists on his head and so very wanted to scream right now. Shining Armor felt his eyes burning and he allowed a single tear to fall to the ground, not even caring how his fellow Guards felt.

Rarity had never felt so horrified, she cried her loudest and didn't care what anybody thought of that. Rainbow Dash flipped the wet mane out her closed eyes and frowned. But a delicate little voice made her quiver.

“Rainbow…” Fluttershy whimpered. The sound of Fluttershy sobbing was just enough to allow Rainbow’s eyelids to start tearing up. Both pegasi cried in each other’s arms as Pinkie Pie turned to full out sobbing; rivers of tears exploded from her eyelids. Applejack took off her hat and placed it on her chest in respect, the tears had already been falling for quite a while.

They didn't want it to be true....oh Celestia how they didn't want this to happen! They came all this way…just to lose the nicest friend they ever had. And it was all…..their….fault.

Long live the last Prime.

Heart of a Leader

"You think you can get me to stop this?! Even with your precious Elements of Harmony back to normal, there is no way I'm letting you use them! THIS ENDS HERE!!!!"

Discord lifted up his right hand and several lightning bolts landed in his palm. When he was good and charged up, he unleashed his full fury down at those stupid ponies. A long beam of energy erupted from his right hand as he poured each drop of power into this blast.

He brought his hand back and waited for the death of The Elements to come.

Only to receive the shock of his life.

The giant red dot which Discord founded to be Optimus Prime pushed the ponies out of the way and allowed the beam to hit him instead! Discord took a step back and pulled out his telescope again. He watched as the beam stopped and Optimus fell on his back. The Autobots and the ponies rushed to his side to see if he was okay.

Discord couldn't tell what any of them were saying so he snapped his fingers and his ear grew larger. He leaned in and heard every word. Even Optimus Prime's final words.

"Ohhhh joy, the Magic of Friendship lives on even if Optimus is going to die." Discord muttered and continued to listen.

He paid close attention when Optimus gave The Matrix to another Autobot and said he was the new leader. Discord scowled and listened closely.

"Until this world is saved...........till all......are one........"

Discord brought back his ear as it shrunk down and brought up his telescope. He witnessed Optimus' blue eyes suddenly go dark along with the rest of his body. Discord snapped his fingers and heard the faint sound of crying.

"Typical," Discord said, "crying ponies, like we haven't seen it before."

Discord's frown suddenly turned to a smile, his smile opened and let out a chuckle, the chuckle turned into full out laughter as Discord realized that Optimus Prime was dead, he had won! Discord suddenly stopped laughing and realized that The Elements of Harmony were now saved and could stop him.

"Eh, I'll just kill Twilight and her friends later, now to spread some more wonderful chaos until they come for me." Discord said and turned around....

.....only to run into the face of Princess Luna.

Discord backed away a few feet and snickered when it was only Luna, he thought it was Celestia for a second! Discord chuckled and said, "Oh, Luna don't scare me like that, I thought you were somepony important!"

Luna didn't answer but leaned her head to the side; she saw what remained of Optimus Prime in the streets below. Next to him was Twilight and her friends, all crying and whimpering. The Autobots hung their heads in sorrow that Luna took quick notice of.

She faced Discord again and grew a quick frown. Her glare grew even more intense with the hatred that she felt for Discord. He had almost killed her sister, he has destroyed almost ALL of Canterlot, chaos is running free all across Equestria, and to top it off.....he just killed the leader of the Autobots.

Luna stepped closer and spoke.

"Thou have committed a crime FAR beyond normal punishment! Thou will endure thy wrath for destroying Canterlot! Thou will face the wrath of the Princess of the night!" Luna shouted at Discord who kept a simple smug smile.

"Oh Lulu, you really think you can stop-" Discord was saying until he got punched in the face.

Discord fell back and grabbed his snout from the force of that punch; he looked up and saw Luna with her hoof out.

Discord forced a smile and said, "Did someone leave the window open, I felt a breeze touch my face." Luna glared daggers at Discord and moved in closer, Discord got back up and crossed his arms as Luna approached him.

Luna stopped and spoke in her Royal Canterlot Voice, "THOU HAS EVEN KILLED THY FRIEND, OPTIMUS PRIME! WITH CHEAP TATICS AND COWARDOUS WAYS, THOU HAVE KILLED A TRUE HERO! THOU WILL SUFFER HORRIBLY FROM PRINCESS LUNA!!!"

With that, a lightning bolt struck behind Luna's back, making her face even more dark and terrifying than before. Now that Discord seemed a little worried, Luna used her magic to lift up Discord and smash him against the roof they were standing on.

Discord shook the pain away instantly and got back up.

Discord cracked his back and said, "Not bad, Luna. But you should've thought twice before wanting to fight me. Give up now or you will end up like your older sister."

Luna shook her head and said, "We have nothing left to lose."

Discord chuckled and said, "So be it."

Both Luna and Discord stared each other down until Luna attacked first, charging straight forward with her head down. Discord teleported behind her and tripped her foreleg. Luna went crashing face first and quickly got back to face Discord.

"Had enough, Lulu?" Discord taunted.

Luna glared at him and said, "Enough just isn't enough."

Before Discord could speak out, Luna shot a beam of energy from her horn and struck him in the chest.
________________________________________

As the chocolate rain continued to pelt everypony's fur, the Mane six just wouldn't stop crying over the loss of their friend.

Twilight clutched Optimus' dead finger as she nuzzled her cheek against it. She looked up when she felt a hoof on her shoulder.

Shining Armor.

Shining looked at his little sister with sorrow completely visible in his eyes, he had allowed his sister and her friends to see too much of the horrors of war, now she had witnessed the worst part....death.

Shining grabbed his little sister and brought her into an embrace. He felt the tears on the back of his neck as Twilight continued to weep. He held her tighter which calmed Twilight a little. Shining looked over and saw Applejack comforting Rainbow Dash, he looked to the left and saw Fluttershy, Pinkie, and Rarity all crying together in one little circle while saying things that he couldn't hear.

Meanwhile, the Autobots weren't holding up any better. Most just stood in sorrow while some prepared their weapons and looked at Ironhide expectantly. Speaking of Ironhide, he was still in shock that Optimus Prime bestowed upon him The Matrix of Leadership. Was he even worthy enough to be a good leader?

As Ironhide was lost in his thoughts, Cliffjumper and Jazz walked forward and tapped his shoulder. Ironhide took his attention off The Matrix and onto his fellow Autobots.

Cliffjumper looked at Jazz and back at Ironhide, "Uhhh....well, what do we do now....commander?"

Ironhide looked back at The Matrix and clutched it in his hands. He stood up and said, "I....uh..I...we will....uh....we will go and fight Discord!"

"That's the only plan we got right?" Jazz asked shrugging his shoulders.

Ironhide looked back at The Matrix in his hands and sighed, "It is the only plan....I got."

Jazz and Cliffjumper exchanged looks and turned back towards the rest of the Autobots. Ironhide took one last look at Optimus’ form and began to walk away with the rest of the Autobots. Ratchet looked back at the Element Bearers and said, "Ponies, we need your Elements to stop Discord, now let’s go."

Twilight broke the embrace and cried, "Wait!"

The Autobots stopped walking and faced Twilight. "What is it, Twilight?" Wheeljack asked.

Twilight looked back at the dead body of Optimus Prime, she looked at Ironhide and said, "C-can I have at least a moment....t-to say goodbye?"

Ironhide noticed how heartbroken Twilight was; he nodded his head and said, "Take all the time you need."

Twilight took a deep breath to try and keep the rest of her tears in. She turned around and walked up to Optimus' face. Her head just on the side of his faceplate as she let a tear slip down her face.

Twilight sighed and began, "I'm sorry.....I never wanted this to happen. But if you can hear me...." Twilight paused as she was about to break down into tears again but forced them in.

She continued, "If you can hear me.....then please forgive me and my friends. Goodbye.....Optimus Prime."

Twilight finished by planting a kiss where she presumed Optimus' cheek to be. She allowed the tears to fall this time and walked back to her friends. Her sorrow spread and the rest of the ponies began crying, this was pure heart wrenching sight that Shining really didn't want to see.

The Mane 6 stopped crying when Twilight felt a soft touch on her head. She looked up to see Ironhide bending down and petting her. Applejack, Rarity, Pinkie, Rainbow, and Fluttershy looked at Ironhide as he drew back.

Ironhide looked at each of them and spoke, "I now see the connection you ponies had with Optimus. And now I see.....that what Optimus did....was a true sign that he loved each and every one of you." Ironhide clenched his fist and continued, "I swear.....at the bottom of my spark that Discord will pay for what he did. Optimus will never die in vain.......and I will protect each and every one of you...as he has."

Ironhide stood back up and said, "Now, we have to go now, you ponies have to stop Discord with those Elements.....please....we need you......I need you."

Twilight looked back at her friends; they nodded and looked back up at Ironhide. Twilight sighed and began to walk closer to the Autobots, her friends followed, none of them wanting to look back at Optimus.

That is....until Twilight felt her tiara glowing.
________________________________________

Luna landed on her back at the sudden push of energy rocketed through her body. Discord was enjoying himself at how pathetic Princess Luna was, though she did put up more of a fight than her sister.

Luna got back up and shot another beam of energy at Discord who snapped his fingers and appeared behind her. Luna looked back to see Discord use his power to lift her off the ground and smash her onto the hard roof. Luna was very injured now, this battle had gone on for a few minutes and still Discord didn't have a scratch on him!

Discord approached Luna's injured body, clapping his hands.

"Oh bravo, Luna, bravo! I say you did put more of a fight than Celestia!" Discord said smirking down at her.

"But alas, you are still not powerful enough to defeat me. Sooooo...I guess this is goodbye, Princess Luna." Discord finished and snapped his fingers.

All of a sudden, a giant piece of concrete with sharp edges on the bottom was hovering above Luna. The Princess of the night gasped and tried so very hard to escape. But her magic was drained from fighting the draconequus, and her foreleg was broken after she had been mercifully beaten by Discord.

As the pointed concrete hovered over her, Luna closed her eyes and thought to herself.

'Sister, we have failed, we failed Canterlot, we failed Equestria, we failed.......you. Please forgive us as you will not see your little sister anymore. We are sorry Tia, we are so sorry!'

Just as Discord was going to finish what he started, the pointed concrete exploded and sent debris all over Luna's face. Luna opened her eyes slightly to see Discord back away from her. As a giant shadow loomed over Luna, she looked up to see a giant metal being standing over her.

The being raised his right arm and a long tube lit up and fired a blast that hit Discord perfectly, sending him crashing into another building. The being put his arm down and looked directly at Luna. The Princess of the night shivered when the red eyes pierced her very soul.

The being pointed at Luna and spoke, "Leave this place, pony! Discord is mine!

Luna didn't need to be told twice. She had regained enough magic to teleport herself back to the throne room. As the pony disappeared, the being turned back to where Discord had landed and saw Discord pull himself out of the building.

"DISCORD YOU INCOMPETENT FOOL! You dare try to attack me?! The leader of the Decepticons!?" Megatron roared at Discord who was now floating back to the building Megatron was on.

Discord made a gagging face and said, "Oh gag, I don't care if you're the ruler of several galaxies, you can't defeat me! You saw how easily I defeated you earlier, and even after I killed Optimus Prime, you still want to battle me when it is obvious you won't win!"

Megatron backed away from the small draconequus with a shocked expression on his face. After a few seconds, Megatron opened his mouth and spoke.

"Y-you killed.....Optimus...Prime?" Megatron repeated Discord's words in total shock.

Discord expression changed from mad to smug, he smiled and said, "Oh did I? Yes, it appears that Optimus Prime was too weak compared to my powerful abilities, and he died just as you will."

Megatron frowned quickly and shouted, "LIAR!!! You did not kill Optimus Prime! Not even I could do that!"

Discord smirked and pointed his finger behind Megatron.

"You might want to look behind you."

Megatron frowned and slowly turned around and almost didn't believe what he saw....

....the dead body of Optimus Prime lying in the streets of Canterlot.

Surrounding him were those same ponies from before and all the other Autobots. Megatron's expression was pure shock; how this worthless excuse for life killed Optimus Prime surely did not make any sense.

Megatron looked back at Discord who was laughing insanely. Megatron scowled at this stupid insect enjoying itself.

It won't for long.

Discord stopped laughing and said, "How funny! You, Megatron, battled Optimus Prime for hours on my little floating arena and it only took a few seconds for me to kill Optimus! I guess I'm stronger!"

"ENOUGH!!!!" Megatron shouted and brought out his mace, "I will finish you off, once and for all! You may have conquered Optimus Prime, but you will never conquer MEGATRON!!!!"

Discord clapped his hands together again and said, "So the battle begins, Megatron?" The Decepticon leader was about to charge at Discord until the draconequus raised a hand.

"Aw, aw, aw, not so fast, Megatron. I see it will be unfair by the size differences we have, even though I managed to chuck you halfway across Canterlot in this state." Discord snickered with glee which only made Megatron's hatred grow.

"So, to make things easier for you..." Discord said and snapped his fingers.

All of a sudden, Discord began growing in size to reach Megatron's height. Megatron took a few steps back and watched as Discord stopped growing and was exactly the same size as him. Discord opened his eyes and smiled.

"Shall the battle commence, Megatron, or are you too scared?" Discord taunted.

Megatron reloaded his cannon and spoke in a threatening voice.

"Fear....is only of the mind, Discord. But your fear, shall fuel me with strength!"

Discord's snicker turned into a frown as Megatron glared hatefully at him. Both Megatron and Discord stared each other down, waiting for the first to make a move. Suddenly, Megatron shot two blasts from his cannon and struck Discord in his chest and side. Megatron rushed forward while Discord was distracted and tackled him into another building.

The battle had begun.
________________________________________

Optimus Prime awoke in a strange place.

He lifted himself up and stood on his own. Optimus looked at his arms and noticed they looked brand new, like his battle with Megatron had never happened. He felt his chest and noticed that the hole was not there anymore, he had been healed, but where was he?

Optimus turned around and gasped at what he saw.

".....Cybertron...." Optimus gasped and realized that he was standing on top of a flattened area overlooking the tattered remains of his home world.

Everywhere he looked stood burning buildings and fire overcoming the entire ground. Just standing here brought back all those painful memories he always had while living on this war-torn world.

Wait, how can he even have memories? He died.

Optimus was thinking of how he had survived and somehow appeared on Cybertron, when a bright light came from behind him. Optimus turned around and covered his optics from the blinding light.

All of a sudden, a voice spoke.

"Optimus....."

Optimus looked into the light as he heard his name. When he didn't see anything, another voice spoke.

"We have been watching you become a powerful warrior......from the time you were assembled as Optimus by Alpha Trion. From the time you were crowned the last of the Primes. From the time of your death saving the innocent......we were there."

Optimus stared in the light with awe and felt himself speaking against his will.

"Who.....who are you?"

The light shimmered very bright until a giant head appeared. The light exploded and three shining beings stepped on the flat surface that Optimus was standing on. Optimus recognized the beings immediately.

"Nova Prime......." Optimus muttered the words not believing who he was seeing. Nova nodded and looked to his side.
Optimus turned and gasped.

"Sentinel.....Prime..."

Sentinel nodded and pointed to the last being. Optimus stepped forward and reached out his hand to touch the being to see if it was really him.

"Zeta Prime.....it is you...."

Zeta nodded and looked up at the giant glowing head. Optimus took his attention off of Zeta and looked at the head of the super being.

It spoke.

"I am Primus, ever giving god of Cybertron. I have witnessed your capacity of leadership, Optimus, and I have been with you from your greatest attributes...to your worst failures. But I can longer just watch as you give up your life."

Optimus took a step forward and said, "But Primus, I gave up my life to protect the innocent."

"That is true, Optimus, but what you have shown proves that you hold the virtues of a leader, I was a little worried that you were not worthy enough to bear The Matrix of Leadership when I gave it to you, but I now see that what you have done proves that you are the true holder of The Matrix."

Optimus was speechless as Primus continued.

"But the Primes and I cannot stay in The Matrix and watch as you die. Your destiny has yet to reach its peak, Optimus, and it does not end here."

Optimus spoke after hearing that, "Primus....d-do you mean to tell me that you will-"

"Yes, Optimus, for the good of the Autobots and in the name of freedom, we grant you the power of life. These so called Elements of Harmony will be your escape, Optimus. Find them when we save your life." Primus finished.

Nova, Sentinel, and Zeta Prime stepped forward and raised their spears above Optimus' head.

All three spoke at once, "Rise, Optimus Prime, you are the leader of the Autobots, you are the bearer of The Matrix of Leadership, you are.......the last of the Primes. To prove of your true powers, remember everything you have been through, Optimus.........remember."

Optimus saw as Primus and the three fallen Primes erupted in an explosion of light.

"Long live the last Prime!!!"

The next thing that happened confused Optimus, but it made itself clear after a few seconds.

Optimus was watching his life flash before his optics.
________________________________________

Optimus couldn’t believe where he was.

Back on Cybertron, he had his old form and was an Autobot commander….not the leader. Iacon was in ruins…but that didn’t stop him and his old friend Ratchet from traversing the city. On their way to Jetfire, they seemed to have stumbled upon a lone Autobot soldier fighting his way through countless waves of Decepticons.

But the lone soldier crashed and was trapped by a Decepticon dropship.

If Optimus hadn’t saved him….he would have never met the closest friend he ever had.

So that’s what he did. Optimus watched as he crashed through the dropship, destroying it in seconds along with the two Decepticons blocking his path. Optimus then tuned towards the injured Autobot soldier and held out his hand.

The soldier gripped his hand back as Optimus heard himself speak.

“You’re a skilled fighter, but you shouldn’t be out here alone. Autobots are no longer safe in Iacon.”

Just as his old friend Ratchet arrived to the scene, the yellow soldier spoke. Oh how Optimus missed that old voice of his.

“The Decepticons control the Airwaves. The only secure way to communicate is by messenger. I volunteered….name’s Bumblebee.” The yellow Autobot said.

Optimus saw as Bumblebee’s shoulder began to spark, he turned towards his best medic and ordered, “Ratchet, this Autobot needs repairs!”

Ratchet nodded and whipped out his heal beam gun, “Be still. I’ll get you fixed up.”

But to Optimus’ and Ratchet’s great surprise, Bumblebee pushed away the beam and yelled, “What? No! There’s no time! I need to find the Autobot called Optimus! I have important information for him!”

Optimus turned towards Bumblebee and narrowed his optics.

“I…am Optimus.”

Bumblebee seemed to be stunned and answered, “You’re…? Sir, it pains me to tell you this… But our leader, Zeta Prime, is dead.”

Optimus faced the other way and smashed his fists together, “Megatron…”

Ratchet stepped in and asked, “What of the High Council?”

Bumblebee turned towards the medic and answered, “They’ve gone into hiding. Cut all communication with the outside. Optimus, with Zeta Prime gone, our forces are directionless. Ineffective.”

Optimus clenched his fist and knew….that he must lead the Autobots with Zeta Prime’s death. He answered, “The council will emerge when it’s safer. In the meantime…”

Optimus looked towards Bumblebee and Ratchet and began to walk away.

“Ratchet, Bumblebee, you’re with ME.”
________________________________________

There he was, holding Zeta Prime's dead body and bringing him to the high council with Sideswipe and Bumblebee. Optimus couldn't believe how young he looked, so strong and so powerful.

"High Council, I return with a fallen hero." Optimus spoke carrying Zeta Prime's body.

The councilman stepped forward and raised his spear, "Till all are one."

Optimus placed Zeta's body on the table and looked back up at the Council, "Times have grown desperate. The Autobots crave your guidance."

The councilman stepped back forward and said, "The council exists only to choose the Primes. It is the Primes' directive to lead and protect."

Optimus looked down in sorrow and spoke, "There are no Primes."

The councilman was not amused and asked, "Even now, you still reject your calling?" Optimus looked hopefully back as the leader of the council continued, "For too long have we witnessed the other Primes fall to their pride and greed. But you, Optimus, your courage and wisdom have transformed the lives around you."

The leader used his spear to bring up a hologram of Cybertron, "Megatron has infected the very core of our world. You must journey to the core and remove this blight. Failure would doom us all."

Optimus looked at the high councilmen and accepted, "I will accept the burden, with all that I am."

"Rise Optimus Prime! For you are the leader of the Autobots. You are the last Prime!" The high councilmen announced.

Just reliving this moment in his life was joyous; Optimus was witnessing his crowning as the last Prime.
________________________________________

Another flashback revealed it to be Optimus' greatest moment...

...gaining The Matrix of Leadership.

Optimus stepped forward to the infected core of Cybertron as it began to speak.

"Optimus Prime, you have delivered me from the foul influence of Dark Energon. But I'm afraid my spark is corrupted."

Optimus stepped forward and muttered, "We're too late?"

It continued, "I can survive, if I shut down my systems completely...but the process will take millions of years....during which, Cybertron will be left cold and barren."

"We must leave our home, if we are to survive." Optimus said out loud. Ironhide and Warpath looked at each other as the core continued.

"The line of the Primes has failed, yet hope still remains. I offer a portion of my spark to take with you to the stars. For as long as it survives, so shall I. Will you accept this responsibility, Optimus Prime?"

Optimus nodded and answered, "I will."

The core began to glow and a shining relic appeared out of the light.

"Behold, The Matrix of Leadership."

The Matrix floated down near Optimus as the core continued to speak.

"Cybertron recognizes and welcomes Optimus Prime, keeper of The Matrix, leader of the free Autobots!"

The Matrix landed in Prime's chest and began to glow, recognizing itself with Optimus' being. Ironhide and Warpath shielded their optics as Optimus' body began to glow with Cybertron's most powerful relic now in his possession.
________________________________________

Optimus looked straight forward and saw himself standing with some familiar Autobots; watching several Autobot ships leave Cybertron. The Great War for Cybertron was over.

He heard his old friend Ratchet speak.

"You did it, Prime!"

"We did it, Ratchet, all of us." Optimus heard himself speak, "Many brothers were lost today, but thanks to our combined efforts; many more will live to find a home elsewhere."

A familiar voice Optimus had not heard in a long time came rushing back as the yellow Autobot spoke.

"Optimus, Megatron is still out there." Bumblebee told Prime.

Optimus looked back at Bumblebee and explained, "And as long as we remain here we shall resist him." Optimus faced his newest transport in construction, "But in time, our turn will come to leave Cybertron as well. I have commissioned a new galactic transport for us; an Ark, in which we shall make our journey through the stars."

Optimus still gasped when he heard himself say these words.

"No matter where we go, Cybertron will be with us."
________________________________________

Optimus Prime recognized this scene all too well for it was not too long ago.

Awakening Metroplex.

"Whoever you are, I can feel your presence through The Matrix." Optimus heard himself say those words he knew all too well.

As Optimus watched himself narrow through the tight passage ways of this strange transforming maze, he recognized every step of the way. From walking down those stairs and seeing the bright light at the right turn. Optimus shielded his optics as he walked to the light.

"I ask you.....no, I order you....help us, in this dire time of need." Optimus said as he approached a lever.

With practically no other choice, Optimus grabbed the lever and brought it down.

The entire room began to shake as a wave was sent covering everything, even Optimus' body! Optimus Prime witnessed the room transforming. After several seconds of seemingly endless noises of transforming, Optimus found himself in daylight yet again. He noticed that appeared to be standing on a giant black hand.

"METROPLEX HEEDS THE CALL OF THE LAST PRIME."

Optimus looked in shock as he was lifted up in the hand of this giant colossus and slowly brought to the face. As this so called Metroplex and Optimus Prime stared at each other, Optimus heard Perceptor trying to reach him.

"Optimus, what just happened?" Perceptor asked through the comms link.

Optimus looked at those glowing red eyes of this monstrous being and answered.

"Easy Perceptor, he's one of us."
________________________________________

The next memory was the saddest moment Optimus had to endear.

Metroplex's sacrifice.

As Ratchet, Bumblebee, and Optimus Prime watched the Space Bridge create the portal to the new world, Optimus was listening to what Ratchet had to say.

"Prime, the space portal that Grimlock identified is becoming unstable!" Ratchet shouted.

"How much time do we have?" Optimus asked one of his closest friends.

Ratchet faced the computer screen and said, "Impossible to know; the sooner we launch The Ark the better."

Optimus blinked twice looking around the room in deep thought when a familiar voice caught his processors.

"OPTIMUS," Optimus Prime faced a computer screen that had Metroplex's face on it, "TAKE WHATEVER SPARK THAT REMAINS WITHIN ME. USE IT TO LIGHT YOUR WAY ACROSS THE STARS."

Optimus was stunned to hear that the Autobot that crushed Megatron protected him and The Ark, was going to sacrifice himself so that he and his Autobots can leave Cybertron.

"Metroplex my friend, you don't have to do this. There's no guarantee you have enough Energon to even get us to the Space Bridge." Optimus told him.

Metroplex thought for a moment and answered, "THIS IS MY CHOICE."

Some time passed by as Metroplex walked closer to The Ark and grabbed a long power cord. Metroplex then committed his sacrifice by placing the cord in his chest; draining his Energon for Optimus' retreat. As this continued, the doors of The Ark flung open while Jazz and Cliffjumper motioned all the Autobots to rush into the ship for immediate evacuation. Bumblebee stopped when he was at the edges of the entrance to The Ark.

He looked back at his dying home one last time and walked inside.

After Metroplex had given all his Energon to The Ark, the engines exploded and the ship was rocketed towards space. Metroplex fell to both knees as he witnessed his friend Optimus leaving.

"Your sacrifice will not be forgotten." Optimus heard himself say this as Metroplex took one last look at The Ark.

"TILL ALL ARE ONE."

Metroplex's red optics went dark.
________________________________________

Optimus was in an array of thoughts and memories at this point, all he could hear were random voices. From the beginning of the war for Cybertron….to the great exodus….he remembered everything.

“Cybertron….our home….for generations it has been a peaceful world, until pride and a lust for power divided us. Now we fight….enemies…who were once our brothers.”

“Our tragic war ravaged Cybertron.”

“It is a necessary war, to return us to glory.”

“The Autobots will never sacrifice freedom.”

“The Decepticons will bring this world to order!”

“Our defeat would mean the end of everything.”

“My victory will mark a brilliant new beginning!”

“One shall stand…”

“One shall fall!”

“You’re mad, Megatron. Your war is destroying the very planet you want to save!”

“OUR war, Optimus, a war that I am winning.”

“You have the power to end this conflict right now with one simple choice.”

“Take your Autobots and leave Cybertron forever. Or stay and face complete annihilation.”

“This is our home, Megatron. We will stay. We will fight. And we will win!”

"We have no choice, Bumblebee."

"War is lost."

"Whatever lies beyond that portal is our best and last hope, my friend."

"Your precious Ark will never reach that portal, Optimus!"

"Even if you destroy me, Megatron, others will rise to defeat your tyranny."

"Then I'll just have to destroy you all!"

"Bumblebee!"

"Eons of conflict.....truth of your words, Megatron."

"What might that be, Optimus?"

"This universe.......will never be big enough for you and I to coexist!"

"The vortex is tearing the ship apart!"

"Nooooo, I will not be denied!"

"New world...."

"What world is this?"

"My name is Optimus Prime.....metallic organisms from another world."

"I'm still sorry about what happened to your world, Optimus."

"We killed our planet."

"I will give up my life to protect this world."

"You're as weak as the fleshlings you fight for!"

"On the contrary, my friends are the source of my strength."

"Twilight........Fluttershy......Rarity......Pinkie...Pie........Applejack.......and Rainbow...Dash....."

"LIGHT US......IN OUR DARKEST HOUR!!!!!"

"You're not weak, Optimus."

"No Optimus, you can't die we need you!!!"

"Yeah, we....we love ya, Optimus."

"I will miss all of you dearly."

"Until this world is saved...........till all......are one........"

The voices stopped as Optimus' head was overloaded with thoughts and memories. His vision began to grow brighter with each second that past and then......all the darkness around him.....was lit up.

That was all Optimus remembered before he found his spark in The Matrix itself.

The Final Countdown

Twilight, Rainbow Dash, Pinkie Pie, Rarity, Applejack, and Fluttershy watched in awe as all their Elements began to glow.

They all suddenly felt themselves being brought back to Optimus' body by an unknown force. When they stood by his corpse, The Matrix of Leadership began to glow with pure intensity.

Ironhide was even more surprised to see The Matrix float away from his hands and hover above Optimus' body. The Mane 6 watched as their very bodies began to float off the ground. Each of them was circling around Prime's body as they continued to float; their Elements burning with raw power.

The Matrix glowed brighter than before; it glowed ten times than that! Twilight and her friends shielded their eyes as The Matrix was no longer visible.

"What's going on, Twilight?!" Rainbow managed to say.

"I....I don't know!"

Just as Twilight said that, a white beam shot from her tiara and struck The Matrix of Leadership! The beam made a powerful shocking noise when it connected, but it wasn't the only one.

Rarity's Element lit up and fired a purple beam directly at the bright Matrix. Then there was Pinkie's Element, it fired a light blue blast in the shining light. Followed by Rainbow's bright red beam of energy colliding with The Matrix, then there was Fluttershy's creating a pink beam that also stuck The Matrix, and finally there was Applejack's Element that finished the array of colors with a bright orange beam that struck The Matrix of Leadership!

All six mares were hovering around Optimus' body as The Matrix glowed brighter than the sun! All of them had their eyes closed as the light was too strong. The Autobots shielded their optics as The Matrix glowed brighter with The Elements of Harmony continuing its light show. Shining Armor and the Royal Guard turned their heads away just the same as they didn't know what was going to happen.

Suddenly, Twilight's eyes lit up to a white glow as all their Elements shot one final blast into The Matrix, the intense power displayed here was enough to fill crates of Energon cubes!

Finally, their Elements dimmed down and the six mares slowly levitated to the ground. When their hooves collided with the earth, Rainbow rubbed her head and asked, "What just happened?"

Twilight shook her head to regain some focus when she looked at The Matrix.

"Girls, look!" Twilight pointed out.

The Autobots had mouths wide open at what they were witnessing; the Royal Guard tilted their heads and moved in closer as did the mares. The bright beam slowly disintegrated and all remained was The Matrix of Leadership.

But something was different about it.....

....it's once bright blue core was now a rainbow of colors.

As The Matrix hovered above Optimus' body, the mares walked in closer and witnessed as it slowly sank to the ground. The Matrix of Leadership turned itself by some unknown force and slowly landed straight in Optimus' chest!

The Matrix glowed brighter than before and Optimus' armor began rebuilding itself!

All the dents were smoothed out, all the cuts were fixed, and best of all.....

.....the massive hole in his chest closed up.

Optimus' entire body began glowing with a red aura of an unknown force. Twilight moved in and felt Optimus' hand, she suddenly felt better, like all the evils she had endeared through this day had been forgotten. She backed away when Prime's body began to shake.

The Element Bearers stood in awe as Optimus Prime's lifeless body began to tremble with a red aura of energy surrounding him! Rarity squealed with glee when she saw Optimus' paint returning to its normal color!

The red aura disappeared and Optimus' colorful body laid on the ground.

The Autobots were flustered with what they had witnessed; none of them had ever seen something like this before, none of them knew what was going to happen. The Royal Guard felt the same way as Shining Armor stepped in closer.

The six mares were very close to Optimus now. Twilight went close to his still face and looked into the dark eyes of the fallen Autobot.

She backed away when the eyes lit up blue.
________________________________________

“Die and never return!”

Megatron scowled in hatred as he swung his mace side to side in an attempt to hit Discord across the face. It made things really difficult when he kept disappearing all the time. Megatron luckily got a hit but instead Discord grabbed his mace and used it on him.

“Too slow!” Discord shouted and hit Megatron in the side of the head. The Decepticon Leader skidded to the side of the roof and laid there.

As Discord slowly approached, Megatron could hear what he was saying.

“The great Decepticon leader is at my mercy.” Discord snickered when he towered over him.

Megatron lost it and transformed into his tank mode, he shot one blast that struck his enemy directly in the chest. As Discord flew back, Megatron changed form and regained his mace.

“I have no more mercy left for you!”
________________________________________

Optimus slowly but surely began to come back. His optics were now fully repaired as he began to stir on the gravel. His hearing processors were coming back as he heard several gasps from both Autobots and ponies.

As he slowly stood up, he looked forward to see the expressions of Twilight Sparkle, Fluttershy, Applejack, Rarity, Rainbow Dash, and Pinkie Pie. Their expressions were a mix of shock and happiness.

And they showed it.

“Optimus!” Twilight screamed and teleported on his shoulder. She then clutched the side of his faceplate and planted several kisses where his cheek was supposed to be. Optimus watched as each of his newest friends hugged his feet, he bent down so they could embrace him closer.

Twilight looked at him and smiled with tears staining her cut up face. But she didn’t care…. These were tears of joy.

“Optimus….we…I thought you died.” Twilight told him with her hooves still on his faceplate. The other mares nodded.

“Yeah…how did you come back?” Pinkie Pie asked.

Optimus gently picked up the little unicorn on his shoulder and placed her with the rest of the ponies. While the equines were busy staring at the Autobot leader, Shining Armor and his Guards were baffled at what they had just witnessed.

The Autobots were no better.

As lightning rocked through the Equestrian skies, Jazz, Cliffjumper, Ironhide, Ratchet, Bumblebee, Warpath, Wheeljack, Sideswipe, Perceptor, and Hound stared at their once dead leader now standing up as healthy as ever.

Ironhide was the first to speak.

“Optimus….how did you…I-I don’t…”

Optimus Prime raised his hand in front of his chest which made Ironhide stop speaking.

“Do not question it just yet, Ironhide, we still have a job to do,” Looking down at the shivering ponies, Optimus nodded and finished, “And the Elements of Harmony will help us save this world.”

That was almost enough for the six equines to break down into tears of joy.

Optimus walked closer to his fellow Autobots and asked, “Jazz, report!”

Jazz saluted and explained, “Discord is off somewhere deep in Canterlot! Decepticons are infested in this city with Megatron nowhere to be seen, sir!”

Optimus nodded and looked back at the mares, his expression staying the same as it has but a few seconds ago. He nodded, “Well met, Jazz.”

Facing the Autobots again, Optimus lifted up his fist and shouted, “Autobots, we are going into a target rich environment to stop Discord’s reign once and for all! This ends here, Autobots, with our combined efforts this world will see peace once more! Are you with me?!”

Each Autobot raised their fists and cheered in agreement. Optimus pointed at a couple of Autobots, “Hound, Sideswipe, let the ponies ride on top of you as we drive to our next destination!”

They nodded and looked down at Shining Armor and the Element Bearers. They had been listening to Optimus’ speech and were stunned to hear him speaking about ending this battle and stopping Discord.

It was almost over.

Optimus passed his fellow Autobots and stared at the road in front of him. The chocolate rain and burning buildings was nothing compared to the road. Tattered debris and carriages laid everywhere along with the sound of gunfire and explosions echoing off the buildings ahead.

The true Autobot leader pointed forward and shouted with triumph in his voice, “Autobots, transform and roll out!”

With that said, each Autobot transformed into their vehicle modes, Jazz twirled his legs together and revved up his engine as Cliffjumper jumped and transformed in mid-air. Warpath and Perceptor both changed form into their tanks while Sideswipe and Hound both changed into their car forms. Ironhide followed the rest of his fellow Autobots and changed form except for Ratchet who carried Bumblebee on the back of his vehicle mode.

Twilight and the others were amazed to see Optimus’ transformation again, but it was a little slower than the other times. As his engine revved up, Optimus’ wheels spun to life as he drove forward and rammed into any type of debris that was in his way.

Jazz, Cliffjumper, Ratchet, Ironhide, Warpath, and Perceptor all followed Optimus down the long road ahead, except for Sideswipe and Hound who stayed behind.

“You gonna climb on or what?” Sideswipe asked the mares next to him.

Each of them looked at each other until Rainbow Dash was the first to fly on top of Sideswipe’s vehicle top. The rest of them made their way as Twilight suddenly heard Sideswipe speak again.

“You’re gonna wanna hold on tight!”

As he said that, each mare clung onto something that appeared to be stuck onto his vehicle mode, when each of them were safely secure, Sideswipe fired up his engine and took off. Hound watched as Sideswipe drove away with the six Element Bearers on his back.

“Climb on, Shining Armor!” Hound shouted as the Royal Guard made their way to his hull. Shining was the last to climb on as Hound blasted his way to catch up to Sideswipe.

Twilight watched as they were slowly following Optimus Prime. The wind was picking up with her mane flowing backwards; she looked back at her friends and saw that same look they had when they were leaving Cybertron.

Excitement.
________________________________________

“Come now, Megatron, I thought you were a powerful, unstoppable, killing machine, but alas, I have to put you in your place.” Discord chuckled as he shot several lightning bolts at Megatron who dodged them with ease.

“You had such potential for my new empire I am going to build!” Discord yelled and hit Megatron perfectly in the shoulder.

Ignoring the pain, Megatron laughed and shouted, “YOUR empire?! This is bad comedy!”

“And what makes you say that?” Discord asked eyeing Megatron as he slowly circled him. Megatron laughed a second time and moved his arms from side to side.

“This is what you call an empire?! It was at Cybertron where I proved myself to lead and now witnessing this excuse of a leader trying to make an empire out of this worthless pony world, it’s just hilarious!” Megatron finished with an evil smile.

But to his amazement, Discord laughed. The draconequus wiped away a tear as he spoke, “OH how funny! You proved yourself to lead on your world and yet half of your most elite soldiers are already dead by now! What great leadership, oh mighty Megatron!”

Megatron’s smile when deathly serious as he whipped out his riot cannon and mace, Discord smiled and clenched his fists as he was ready to defeat Megatron.

“This is just the beginning! I plan to rule with an iron fist and no PONY or CYBERTRONIAN will be able to stop me! My reign over Equestria has only just begun!!!!” Discord screamed to the heavens above as lightning struck between the two enemies.

Megatron looked up one last time to see the storm clouds becoming unstable as it formed some kind of vortex above them. But the Decepticon leader didn’t care about that right now….he had one thought in mind.

“And now…it will end.”
________________________________________

“Optimus, we got the Constructicons just a few hundred feet in front of us!”

Ironhide hit the brakes when the elite Decepticons were firing their weapons at them. Hook, Scavenger, Mixmaster, Long Haul, Scrapper, and Bonecrusher had taken control of the road they were on.

But Optimus didn’t stop.

“Optimus, what are you doing?!” Twilight screamed as she almost fell off when Sideswipe hit the brakes.

The last of the Primes hit the turbo as the bullets deflected off his armor. All Twilight heard was this coming from her Autobot friend…

“Leave them to me!”

Optimus Prime hit a ramp and transformed in mid-air as he landed back on the ground and charged forward at the Constructicons. Hook and Mixmaster were terrified.

“It’s Prime, run!” Hook screamed.

Scrapper stood his ground and shouted, “No, we can take him!”

Clenching his fists and looking at his teammates, Scrapper shouted loud enough for each of them to hear. The lightning struck behind him as he screamed to the chaos filled clouds.

“Constructicons, unite to form Deves-“

He never could finish when Optimus stabbed him directly in the chest.

Any type of fear before was forgotten as the Constructicons had lost their leader, this new fear intensified to a level these Decepticons had never thought was possible when Optimus whipped out a long blade and a blaster to go with that.

“YOU DIE!” Optimus screamed as he shot three blasts from his path blaster at Scavenger. The Constructicon’s head literally exploded as Optimus Prime continued his rampage.

Optimus bent down as his blade ripped Hook’s entire body in half causing a massive explosion to erupt from the severed torso. Hook’s remains were thrown against the ground with loud crashes to go with them.

“No more war mongering for you!”

Long Haul was trying his hardest to shoot Optimus as he quickly approached his trembling form. But it just wasn’t enough to stop the great Autobot leader from slicing his arm and head completely off his body, thus killing Long Haul.

“Another Decepticon punk down!” Optimus shouted when he approached the final two Constructicons.

Bonecrusher tried to run away but Prime wouldn’t let him leave and grabbed his arm. He then violently jabbed his blade directly into Bonecrusher’s chest and finished by ripping it out and bringing it down on his head.

With Bonecrusher’s remains falling to the ground, Mixmaster had lost all hope when Optimus Prime finished with him. Firing two shots from his path blaster, Optimus charged forward at the injured Mixmaster and sliced his body in half with his blade.

Each Constructicon fell to the ground…..decimated by Optimus Prime.

Optimus turned back around to see his Autobots still several hundred feet away, he waved at them and shouted, “Path is clear, follow me, Autobots!”

With that, Optimus transformed back into his vehicle form and took off down the road deeper into Canterlot. Each Autobot followed but very slowly, each of them observed the remains of the once living Decepticons.

“By Primus…” Perceptor muttered as his tire ran over Scrapper’s head.

The six mares shivered when they passed the dead Decepticons. Even though they were glad to be rid of them, they just hated to imagine what it was like to get killed so ruthlessly.

Rainbow’s shocked expression turned into a slight smile. Rarity looked at Rainbow Dash as if she was an insane psycho killer and screamed, “Rainbow Dash, how can you smile over this carnage?!”

The cyan pegasus turned towards her friend and chuckled.

“Optimus Prime is back baby.”

Before Rarity could intervene, she witnessed Rainbow’s eyes suddenly go wide in horror. She was then pushed off of Sideswipe’s hull as Rainbow stood over her.

The mares gasped. Rarity looked up and shouted, “Rainbow, why would you push-“

She never got to finish when a red blur soared right passed them.

Twilight and the others screamed as an intense airwave hit them with such power that it made them fall off of Sideswipe. The Autobots yelled in frustration at what had just happened….

Rarity looked up to possibly see where her closest friends were.

Except….Rainbow Dash was gone.
________________________________________

“Hey, l-let go of me!”

Rainbow Dash struggled over her words as if they were barely escaping from her lips. She couldn’t even move her limbs for that matter.

Slowly opening her eyes, Rainbow looked down to see the feet of she and her assailant. They were both hovering at least a hundred feet above ground. She slowly moved up to see the legs, chest, and finally….

That glowing red optic.

Rainbow’s glare deepened when her new nemesis was holding her in a tight grasp just above Canterlot.

“Starscream.”

The Decepticon sky commander hissed slightly as he squeezed a little bit harder on the tiny pony in his grasp. This is the one he needed revenge on.

“Did you really think you could escape me?!” The Decepticon screamed right in her face. Rainbow cringed in pain when his grip tightened on her body.

She looked slightly left to see his arm reattached. Even with the pain, Rainbow couldn’t help but snicker and cough out through tight lungs.

“Hehe…guess you got a new arm after I sliced it off huh?” Rainbow coughed out but immediately regretted doing just that.

Starscream’s anger exploded as he squeezed the little pony with his might. Rainbow screamed in pain when she began to feel her lungs about to burst. Starscream enjoyed this….a lot.

With a hint of disgust, Starscream stopped squeezing and calmly said, “Well now…that would be too easy now wouldn’t it?”

Rainbow opened her eyes as a tear slipped down from her face. She couldn’t hold them in, the pain was too intense. Starscream snickered at his enemy’s pain as he joyfully said, “No, I don’t want to finish you off so barbarically…I want my revenge on you to be slow and painful.”

And with that said, Starscream lowered himself to the nearest rooftop and chucked the cyan pegasus with all his might.

Rainbow hit the building with a loud thud as she skidded across the hard roof with several tumbles. When she finally stopped, Rainbow felt the cold rain hitting her pained velvet skin as she laid there motionless.

Two hard crashes were heard only a few feet away. Rainbow forced her muscles to move her head up to see Starscream literally standing above her with a smile plastered on his features.

A slight whimper escaped her lips when he whipped out his charge rifle.

“Fall before Starscream.” The Decepticon growled and pointed the end of the barrel directly in her face. Rainbow’s nose was actually touching the end of the long pole as it began to glow at the end.

“I expected more out of you, after defeating me the first time I thought you would never give up.” Starscream said to the whimpering spec at his mercy, “But no, you’re just as weak and foolish as your precious world. And now….you will know the true power….of STARSCREAM!”

Rainbow’s anger rose up. No one insults her home.

BANG!

Starscream lifted up his charge rifle and chuckled when the shot had hit his target perfectly. There was nothing left of the little pony.

“United we stand….divided you fall.” Starscream muttered and prepared to leave. But before he could get off the rooftop….he suddenly felt a mighty push ram against his chest.

Starscream fell off the roof but caught himself in mid-air. But floating with him….

“No….that’s impossible.” Starscream spoke in disbelief as he and Rainbow Dash glared each other down.

Even with the intense pain soaring through her body, Rainbow Dash would never give up. Starscream insulted her home….he was going to pay….big time!

Cracking her neck, Rainbow’s frown grew deeper as she growled at the Decepticon floating in mid-air, “You wanna go bub?! I’m right here! Come and get me!”

Starscream yelled in anger and transformed right in front of her. His body changed into some kind of jet as it hovered close to the little pony.

“You will never out-fly Starscream!” The Decepticon jet yelled and prepared his missiles, “I’m the ace of the skies!!!”

“That makes two of us.”

Before Starscream could argue, Rainbow Dash took off down Canterlot.

With a yell of frustration, Starscream activated his thrusters and chased down the nuisance known as the fastest flyer in all of Equestria.

Rainbow looked back slightly to see Starscream close on her tail. She faced forward again and felt the rain hit her face and wings. It felt good flying so high again….but she couldn’t enjoy it for long.

A missile flew right passed her and hit the side of a building.

“WHOA!” Rainbow yelped and made a sharp right. Starscream followed giving her no mercy and fired away.

Rainbow dodged left and right to escape Starscream’s attacks, but with her wings burning from pain and exhaustion it made everything so much harder.

“Alright…don’t move.” Starscream whispered and soon got a lock-on on the little pony.

She flew out of sight.

“BLASTED!”

But to his great surprise, her blue face and rainbow mane appeared right in his vision as she began to make silly faces and gloating from outside.

“What are you doing?! STOP IT!!!” Starscream wailed and did a barrel role. Rainbow Dash hung on and snickered on the top of Starscream’s jet mode.

“You’re not very good at this are you?” Rainbow joked and flew off of him. Starscream wailed in anger and fired away with his thermo burst rockets.

Rainbow kept dodging them with ease as Starscream’s anger rose with each passing second. He finally had enough of shooting and decided to finish her off the old fashion way.

With speed.

“I am UNSTOPPABLE!!!” Starscream yelled to the heavens and activated his boosters.

Now Rainbow Dash was in trouble. She looked back to see Starscream catching up fast and with no remorse….slammed into her.

Rainbow screamed in pain as her wings gave out from the massive amount of pain she had endeared. She was free-falling it now. The wind passed her ears as she looked up to see Starscream in his robot mode above laughing at his newest victim.

“NO!!!”

Rainbow pushed out her wings and almost felt a crack in one of them as she pulsed them to her advantage. Slowly…ever so slowly….she was hovering again.

Starscream’s expression was now shocked beyond belief when that rainbow annoyance blasted right passed him. The sky commander looked up to see that little pony soaring to the lightning-filled skies.

“Why won’t you just die already?!” Starscream transformed and followed the mare rise above.

Rainbow’s eyes were filled with chocolate as she blinked hard to get it out. Starscream followed close behind and almost reached his target.

“Almost…there!” Starscream struggled over his words when the lightning struck close to him. But before he could fire away at the pony, she suddenly went down.

“What is this…this…imposter of skill doing?!” Starscream questioned and took off down below; never losing sight of his newest nemesis.

Rainbow Dash could feel it.

That same intensity she had when she was just a filly. When she had gotten her cutie mark….it was back. The lightning struck close to her as she passed them with ease. From this height there is no telling what could happen when the boom comes.

Starscream could feel it.

This intensity was just right when he witnessed the so called Rainbow Dash literally rocket towards the ground. There was nothing that could protect her now. He fired two missiles.

Rainbow’s wings burned. Her eyes began to water. Her face was peeling off as the speed she was going was about to break the sound barrier. Dash could see the mach cone form around.

That itty bitty push.

“What in the name of Primus?!?!?!” Starscream gasped as the pony suddenly disappeared and a massive rainbow explosion was left in her essence. Starscream wailed in pain as he flew straight into the explosion and plummeted to the ground.

Rainbow Dash never felt so alive.

The speed was pushed tenfold as she rocketed straight to Canterlot’s ground. She looked back and smiled with glee when the Sonic Rainboom spread across the capitol. The rainbow waves destroyed any remaining glass windows there were in Canterlot causing several crashes to be heard throughout the city.

Her smile only grew when she saw Starscream flying away.

Quickly slowing down, Rainbow Dash breathed in and out many times before flipping her mane out of her vision and took off to find her friends.

It didn’t take very long.

Warpath looked down the street to see a blue blur suddenly hover above them.

“Rainbow Dash, what happened?!” Warpath screamed as she lowered herself to the ground. Rainbow looked over to see Twilight, Rarity, Applejack, Pinkie, and Fluttershy make their way through the Autobots and to their friend.

Rarity was the first to hug her.

“Rainbow, don’t you ever scare us like that again!” Rarity whimpered and squeezed Dash’s neck tighter. The other Elements soon shared a group hug but suddenly stopped when Ratchet spoke.

“Rainbow Dash, did Starscream hurt you in any way?” Ratchet asked as the mares broke the embrace.

Twilight suddenly gasped and looked Dash straight in the eyes. “Starscream attacked you?!”

She was immediately silenced by a hoof on her muzzle.

Dash chuckled and winked at her egghead friend, “That dope learned his lesson.”

Before the other ponies could ask what happened, Sideswipe stepped in front of them and shouted, “We lost sight of Optimus; get on so we can catch up!”

Sideswipe suddenly transformed back and felt the six equines climb on top of his hull. The rest of the Autobots transformed and followed Sideswipe down the wet road.

With the wind in her face, Rainbow turned left to see Shining Armor and his Guards staring at her from the top of Hound’s vehicle.

Shining held up his hoof and saluted her.

Rainbow Dash blushed.
________________________________________

“You are a joke to me!”

Discord yelled several insults as he hovered above Megatron. His fists bawling, with lightning striking in his hands every few seconds, he fired several shots of electricity at Megatron who tried his best to dodge the intense electrical currents hitting him.

“The only joke here is your so called empire!” Megatron roared.

To Discord’s great amazement, Megatron jumped in the air and actually flew towards him! Before he could snap his fingers, Megatron tackled him and smashed him to the roof they were battling on.

Discord was dazed when he looked up to meet a punch. Blood trickled down Discord’s snout as Megatron wailed on him with all his strength. All the while, Discord could hear Megatron’s laughs echo through his ears.

“The spirit of chaos falls today!”
________________________________________

“Decepticons, attack, ATTACK!”

Starscream kept ordering his fellow teammates as they pushed forward to defeat Superion. He had lost sight of that worthless pony, he had decided to not to fight her anymore….he didn’t need to be humiliated anymore. Speaking of Superion, his battle with Bruticus was not yet over, both Autobot and Decepticon colossuses kept fighting.

Bruticus used his flame thrower on the combined Autobot who could not deflect it. The reasons for this were the several Insecticons obscuring his vision.

“Insecticons, bite him, perverate him!” Sharpshot screamed from the ground as he watched his Insecticon followers biting away at Superion’s armor.

“THERE IS TOO MANY OF THEM!” Superion yelled as he uselessly swung his fist around to hopefully hit an Insecticon or two.

Jetfire flew down from above and shot several missiles at the mighty Decepticon kicking Superion in the abdomen.

“Keep at him, Superion!” Jetfire screamed as he approached Bruticus, “Just remember, the bigger they are-“

“THE HARDER THEY HIT!” Bruticus yelled and grabbed the flying Autobot in a tight clench. He then chucked Jetfire into the nearest building causing it to collapse. Bruticus turned back to the mighty Superion and activated his spinning blades.

“HA! THIS ISN’T EVEN FAIR!”

Bruticus finished by driving the spinning blades straight into Superion’s chest. The Autobot colossus fell apart as each Aerialbot fell face first to the ground. Silverbolt looked up to see Bruticus lift up his foot.

“We are so fracked.” Silverbolt muttered and prepared for Bruticus’ wrath.

But it never came.

Instead a loud horn was heard echoing through the city. Silverbolt and Bruticus both looked back to see what it was. Starscream, Hardshell, Kickback, and Sharpshot kept charging forward now that Superion was defeated and they could exterminate the rest of the Aerialbots.

HONK HONK!!!

Starscream spun around only to be met with a red blur ramming into his legs. Starscream flipped in mid-air and landed face first on the wet concrete. He slowly looked up to see Optimus Prime on a non-stop rampage.

Sharpshot squealed like a pig when Optimus rammed into him, his body landing onto the side of where Optimus had just passed. Hardshell quickly dodged to the left as Optimus passed him and violently drove straight into Kickback.

“IT’S OPTIMUS PRIME!”

Bruticus stomped towards the attacking Autobot leader leaving Silverbolt and his wounded Aerialbots.

“Noooo!!!” Silverbolt screamed when Bruticus blocked Prime’s path.

“WHERE DO YOU THINK YOU’RE GOING, PRIME?” Bruticus threatened and shot away with his flame thrower. Optimus Prime quickly transformed and jumped high above.

To Silverbolt’s and Bruticus’ amazement, Optimus latched onto the colossus’ head and shot him several times in the supposed spot. Bruticus flailed around while trying to grab the Autobot leader off of him, but it was too late.

Optimus had shot him square in the optics.

“SCRAP! I ACTUALLY FELT THAT!” Bruticus screamed as Optimus jumped off of him and landed by his feet. But before Bruticus could actually cause any more damage, he was surrounded by the Autobots.

“SO MANY AUTOBOTS, SO LITTLE TIME!”

Before Optimus could react, the mighty Bruticus lowered his back and several missiles shot out of the poles. The Autobots hit the brakes as the missiles suddenly came down upon them.

“Get out of the way!” Sideswipe shouted and tried his best to drive off. The six mares held on tight as a missile collided in front of them.
________________________________________

Twilight’s vision was groggy when she began to wake up.

She softly shook her head to see the rain pelting the ground with soft droplets hitting her face. Twilight tried her hardest to stand up but no matter how hard she tried, she just couldn’t do it. The ground rumbled with each passing second as she began to fade out of consciousness.

The pain was too intense.

“Twilight!”

“Twiiiiliiiiight!!!”

The unicorn turned her head to see her old friend Applejack from the side of a building. Her hat was missing as were there several scratch marks over her body.

This time she had to get up.

Slowly standing, Twilight limped her way across the street but immediately stopped when the sounds of stomping came her way.

“Twilight, get out of the road!” Applejack screamed.

She turned her head down the road to see what remaining Autobots there were battling Bruticus. The mighty Decepticon kicked them aside as if they were nothing in his path of destruction.

“Twilight!”

The unicorn turned back to her friend to see Fluttershy, Rainbow, Pinkie, and Rarity with her as well. Ignoring the pain, Twilight trudged over to her friends to hear what they had to say.

Fluttershy looked down the road to see the terrifying monstrosity destroying her Autobot friends. She quivered in fear and looked back at Twilight before asking.

“Twilight….what do we do?”

For what felt like so many times before, from going to Cybertron, to getting lost in Metroplex’s maze, to not knowing what was happening when they brought him back to life, Twilight Sparkle didn’t know what to do.

The fear of getting killed by this massive Decepticon brought shivers over her little body. But if they didn’t get to Discord now….they were going to fail.

Twilight looked over to see Bruticus finishing off Cliffjumper with a massive punch, sending the red Autobot into the nearest building. A strange….rage boiled inside her. How dare he hurt their friends!

Twilight’s teeth clenched as her glare on the Decepticon colossus grew more intense with each passing second. For what felt like the very first time in a long time…Twilight knew what to do now.

Turning to Fluttershy, her eyes hardened as she said these words to her closest friends.

“We’re taking down, Bruticus.”

“Wait…WHAT?!” Rainbow screamed and looked over to the colossus looking at the devastation he had just caused.

Twilight got in closer and whispered loud enough for each of them to hear, “Listen Rainbow, listen all of you, we can do this! Now with our Elements back there’s nothing that can stand in our way! We can stop Bruticus, get to Discord, and stop this once and for all!”

“But….h-h-how do we…?” Rarity began.

Twilight eyes never lost that determination she had as she finished her friend’s thought.

“Just follow my lead.”

And with that, Twilight limped out of the rubble shielding them from the colossus. Each of the Elements exchanged looks before nodding to each other. They will always listen to their friends…no matter how crazy it sounded.

Bruticus looked around until his optics caught six familiar ponies stepping out into the street. He snickered with delight and slowly approached them.

“AWWW LOOK, THE LITTLE PONIES WANT TO PLAY.”

With Bruticus approaching by the second, the six Elements stopped and glared right ahead at the colossus. Bruticus laughed and clenched his fist; utterly preparing for a pain wave.

Each of the mares exchanged worried looks….but not Twilight. She knew what to do. Looking over to Pinkie Pie, Twilight smiled deviously and spoke.

“Pinkie, I think Bruticus wants to be your friend.”

Just as Twilight had uttered those words, Pinkie’s mouth dropped and she gasped loud enough for her friends to back away at what she was preparing to do…

With unnatural speed, the pink blur somehow appeared right in Bruticus’ vision with a huge smile plastered on her face. The combiner took a step back when this pony was literally touching his faceplate with her nose.

“WHAT THE, HOW DID YOU DO THAT?!” Bruticus screamed as the pink pony tilted her head.

“I don’t know, but it looks like you need a friend!” The annoying pink pony shouted before making a silly face, “LALALA watch this!”

Bruticus’ confusion only intensified when the pink annoyance made funny faces in his obscurity. This is exactly what Twilight was hoping for.

Turning to her next friend, Twilight’s expression stayed the same as she shouted out her next order.

“Rainbow Dash, you know what to do!”

The said pegasus turned to Twilight with a little confusion until it suddenly lifted, and a look of pure hatred was visible. She spread her wings and puffed out her chest, “Time to show that punk whose boss!”

And with that, Rainbow Dash blasted over and nailed Bruticus square in the chest.

To Bruticus’ great amazement, he actually took a step back from the hit he had just received, being fully unaware of that blue pony; he couldn’t defend himself when she struck.

“HOW DID YOU-THAT’S IT, YOU’RE GOING DOWN!” Bruticus shouted and reached out for the winged pony. That is until, the pink one jumped in his face again.

“Look what I can do with my hooves!” Pinkie screamed right in Bruticus’ vision. She then put one hoof in her mouth and began to blow. Three little fingers and a thumb popped out of her other hoof as she wiggled them with glee.

“EWWWW, THAT’S DISGUSTING!” The mighty Decepticon shook his head to try and get this annoyance off of him…but she just wouldn’t let go.

“Betcha can’t make a face crazier than….” Pinkie turned around and began scrambling her face. When she turned back around, her face was much like a real horse as she screamed in Bruticus’ optics, “THIS!”

With his attention on Pinkie Pie, Rainbow swooped in and delivered more massive rams into Bruticus’ back, chest, shoulder, head, and over again. Bruticus was surprised, how even the strongest of Autobots couldn’t defeat him…..these weak little ponies were doing just that.

Maybe they weren’t so weak after all.

“GET OFF OF ME, BUG!” Bruticus screamed and tried his hardest to grab the pink chatter-box on his face. But every time he reached for her, she would just climb onto his back and onto his face again.

Primus this thing was annoying.

“We didn’t even play a game yet!” The pink one shouted as the blue one kept ramming into his chest. Bruticus had enough of this and clenched his fist. With his full strength, he reared forward and brought his fist directly to his face.

“BUGS DESERVED TO BE CRUSHED!”

But of course she moved out of the way at the last second…causing the combiner to punch himself in the face.

Taking a step back, Bruticus could hear the laughter of the winged one while the pink one jumped right in his static vision again.

“I’m not a bug. If I was a bug I would have six legs and super big eyes! That would so cool by the way. I could fly and climb walls and have several toys based off of me along with three cool movies and a just a weird spin off-“Pinkie rambled on and on.

“SHUT UP!!!” Bruticus screamed and went in for another grab.

“Rainbow Dash, get Pinkie out of there!” Came an unknown voice.

All of a sudden, the blue one came right from behind the mighty Decepticon and grabbed the pink pony just in time. Part of Bruticus was thankful that annoyance was off of him…but things just got worse.

Rainbow slowly dropped Pinkie to the ground and looked at Twilight with anticipation; it has been a long time since she clobbered something…it felt good to give this Bruticus guy a lesson.

Twilight looked back to see Bruticus slowly moving towards them….he wasn’t even fazed by Rainbow’s attacks. Turning back to the energetic pegasus, Twilight pointed towards the Decepticon and shouted, “Rainbow, Bruticus isn’t even hurt! Keep at him!”

“Aye, aye!” Rainbow saluted and sped off.

“YOU WON’T GET SO LUCKY THIS TIME!” Bruticus shouted and activated his flame thrower. The speeding pegasus barely dodged the deadly flames.

“WHOA, that was too close!” Rainbow screamed and hit Bruticus in the back. With the colossus distracted, Twilight took the time to inspect her surroundings.

Nothing around her looked usable, the carriages wouldn’t do anything against him, she didn’t have enough strength to lift a building….that would be the only thing to stop this monster. Just then….she caught something lying in the street.

“Rarity,” Twilight began causing the white unicorn to turn her way, “help me get this rope tied to these poles! We’ll trip up that beast!”

Rarity nodded and levitated the rope in front of her. She then brought it over to the end of the pole and began to tie it. Twilight did the same and brought the other end to the pole on the other side of the street.

Twilight tied it with ease and looked over to see Rarity not even done tying.

“Rarity, what’s taking so long!?” Twilight screamed as Bruticus began to get closer. Rarity kept her attention on the rope.

“I have to tie it just right!”

Rainbow zoomed in and screamed, “Dangit Rarity, we don’t have time for precise excellence! Hurry the buck up!” She then took off again as the flames nearly singed her tail.

“FINE!” Rarity yelled and finally finished tying the knot. The two unicorns pulled their hardest and soon the rope was straight out and stuck on tight.

Twilight looked over and screamed, “Rainbow, draw Bruticus over here!”

“’Bout time!” Rainbow shouted and flew over the rope. Bruticus followed and deactivated his flame thrower.

“YOU’RE STARTING TO GRIND MY GEARS!” Bruticus shouted and continued to step closer and closer….until….

“WHAT THE…OH SCRAP!”

Bruticus stumbled over the tight rope underneath his legs. Usually he would have been able to break through this rope with ease, but a strange purple glow held the rope tight causing the colossus to fall to his knees.

A loud tremor echoed through the streets as Bruticus laid before them; completely vulnerable.

Twilight looked over to see Rainbow hovering over the air, she looked down at Applejack and screamed, “AJ, let Rainbow pick you up!” She then turned to Dash, “Rainbow, drop Applejack right in Bruticus’ face, she’ll know what to do!”

“What in tarnation are ya gettin’ at Twi….OH Ah get it now!” Applejack shouted back, “Pick me up, Dash!”

“I sure hope you know what you’re doin’!” Rainbow yelled and picked up her southern speaking friend. She flew over a little slower than normal as Bruticus looked up.

She dropped her friend right in Bruticus’ vision.

“AND JUST WHAT DO YOU THINK YOU’RE DOING?!” Bruticus screamed as his glare on the orange pony intensified.

“This!”

Applejack turned around, reared her back hooves, and bucked Bruticus square in the optics.

Rarity and Fluttershy gasped as Applejack bucked Bruticus in the face at least ten times! The mighty Decepticon’s head jerked back with each powerful buck. But Bruticus wouldn’t be taken down se easily.

He soon brought his legs forward, and reached for the orange pony in his vision….but she was gone in a blue swift. Now his static vision was even worse than before as he looked down to see the orange and blue pony smirking with glee.

Applejack shouted, “How does it feel ta get bucked by the strongest mare in Ponyville?!”

Bruticus struggled to get up but successfully did it. He really didn’t want to admit that it did indeed hurt…so he came up with an excuse.

“ERRRR I’VE BEEN HIT HARDER!”

To the pony’s great horror, Bruticus brought his left arm forward and the blades began to spin with raw intensity. He slowly approached the cowering specs as he laughed to himself.

“THIS TIME I’M GONNA CUT OFF MORE THAN YOUR TAIL!” Bruticus shouted to the white unicorn specifically.

Rarity screamed and ran away with Twilight close behind her. Twilight looked back to see Bruticus slowly approaching them with the blades continuing to spin. She dared not even to imagine what would happen if she was caught in that.

Twilight got back together with her friends and tried very hard to think of a way out of this mess. Bruticus was getting closer and she was already running out of ideas.

When suddenly….one of her friends stepped up.

“Fluttershy, what are you doing?!” Twilight screamed as Fluttershy approached the massive Decepticon.

The timid pegasus turned back with a hint of fear on her face. She simply gulped and whispered loud enough for her friends to hear over the pounding rain.

“I….I…I have an idea.”

“Fluttershy, what are you talking abou-AHHHH!!!!” Rarity screamed and backed away when Bruticus had arrived to their location. The five mares backed away while Fluttershy stood her ground.

“Fluttershy, no!” Rainbow screamed when Bruticus looked down at her.

“YOU WANNA DIE FIRST? THAT CAN BE ARRANGED!” Bruticus shouted and lifted up his blades fully intending on bringing it down on the little yellow pony.

But suddenly…..he stopped.

His blades still spun above his head but his body was frozen in place. Twilight could see his intense glare caught on her friend. Why would he stop?

Her answer came from Fluttershy’s wings poofing out.

Suddenly, Bruticus’ legs began to tremble as the blades stopped instantly. He lowered his arm and began to shake from what the ponies believed to be….fear. Twilight knew what Fluttershy was doing now.

In a quick instant and ignoring the pain shooting through her right wing, Fluttershy flew up and met Bruticus’ face with “The Stare”. Bruticus backed away completely terrified and utterly shocked to feel himself acting this way. But he couldn’t control himself!

This horrid pony spoke.

“And just what do you think you were going to do, HUH?!” Fluttershy screamed right in Bruticus’ face as the colossus backed away.

Bruticus was beyond lost, he couldn’t control himself anymore. “I….UHHH I UH-“

Fluttershy poked her nose right against Bruticus’ faceplate as she screamed her hardest, “You were going to surrender weren’t you?! You were going to give up and let me and my friends go by WEREN’T YOU?!?!”

Bruticus clutched his head and screamed to the chaos-filled clouds above. Fluttershy hovered above Bruticus’ eyesight and finished when she increased the power of her “Stare”.

“Now, you are going to let my friends go by! RIGHT?!”

Bruticus lowered his head so that he met the pony’s face.

“……NO!”

In an instant, Bruticus reached forward and gripped the yellow pony in a powerful grasp. Fluttershy yelped in pain and her frightened self soon came back as this terrible beast glared down at her.

Bruticus shouted right in her face, “I WILL NEVER LISTEN TO A PONY FOR AS LONG AS I LIVE!”

But before Bruticus could crush the pony once and for all…..a high-pitched shout came from below.

“Hey Bruticus, say hello……to MY LITTLE PONY!!!”

The next thing that happened was too much.

Pinkie Pie quickly thrusted Twilight’s tail up and down as several energy beams soared out of her horn. The beams connected to Bruticus’ chest with such power and heat that it caused the mighty combiner to release Fluttershy. The little pegasus plummeted to the ground with her injured wing being no help.

“I got ya, ‘Shy!” Rainbow screamed and grabbed her friend before she could hit the ground. With the two pegasi landing peacefully by their friends, Twilight and Pinkie Pie were an unstoppable force.

Bruticus actually felt it. The heat of the energy hitting him. The power of this little unicorn. He couldn’t take it anymore. Yelling loudly and whipping out his blades to deflect the beams, Bruticus pulled his blades away and clenched his fists.

“YOU’RE REALLY STARTIN’ TO BOIL MY OIL!”

And with that, the worst possible thing happened.

Bruticus smashed his fist to the ground. The pain wave crushed any remaining debris in its path as it made its way to the target. The mares screamed and closed their eyes waiting for the wave to kill them.

But suddenly, Twilight opened her eyes to see her tiara glowing and creating a shield over her friends.

The wave hit the shield with absolutely no damage whatsoever. Twilight looked back to see each of her friends’ Elements glowing and helping support the shield. Twilight almost couldn’t believe it….The Elements of Harmony were protecting them.

“OKAY…THIS IS PISSING ME OFF A BIT!”

Rainbow Dash chuckled as the shield disintegrated allowing them to see Bruticus’ anger rise. Suddenly, Bruticus screamed and made his closer.

“I’M DONE PLAYING GAMES WITH YOU PONIES, TIME TO DIE!” Bruticus screamed and slowly approached. But before Twilight could come up with another plan, a missile soared over her friends’ heads.

The missile collided perfectly to Bruticus’ chest. The ponies took this opportunity to see what was behind them. They soon turned back to the Decepticon when several jets soared above.

As each jet passed, a missile collided to Bruticus chest and face causing him to fall to one knee.

Rainbow Dash spread her wings and pawed at the ground, “When the shields come down, the Dash comes out!”

The last thing Bruticus saw was that same blue pony ramming him right between the optics.

The mighty combiner tried his best to stand back up. It was really hard considering that fact that he had gotten his can kicked by little ponies….oh now he just felt like Starscream. It just wasn’t Bruticus’ lucky day when the sounds of several Autobots entered his hearing processors.

The six mares turned around to see the Autobots all in their robot modes charging forward and shooting from their guns. Twilight even caught sight of her brother Shining Armor and the Royal Guard charging as well.

“Autobots, take him down!” Optimus shouted from behind his brothers.

Bruticus couldn’t defend himself anymore when all the Autobots shot their missiles and bullets at his armor. Now that his optics were cracked, he barely saw the Autobot Jazz transforming and using his grapple hook on his leg.

“Timber!” Jazz shouted as he pulled away at Bruticus’ leg causing the colossus to fall backwards into a building. With Bruticus unconscious, Jetfire came out of the destroyed building and saw all the Autobots transform in front of him…..including…

“Optimus!” Jetfire screamed and raced towards his leader.

Twilight, Fluttershy, Rainbow, Rarity, Applejack, and Pinkie walked closer to Optimus and Jetfire with the Autobots slowly following. Shining Armor and his Guards also moved in to hear what they had to say.

Optimus Prime looked at Jetfire who had a worried expression on his face. Optimus narrowed his optics and asked, “What is it, Jetfire?”

Jetfire looked above to see the vortex of clouds appearing above one of the buildings of Canterlot. He had little time to explain, “Optimus, as I flew by I saw Megatron and Discord battling it out on the rooftops!”

“Why would Megatron be fighting Discord?” Optimus asked Jetfire.

He shook his head and shouted, “I don’t know, but we need you to turn the tide and stop them both! Can you do that?!”

Optimus stopped himself there. Looking back at the ponies that had saved his life, Optimus Prime saw the hurt look they had in their eyes. The last battle he had with Megatron had killed him….this was his last chance.

Turning back to Jetfire, Optimus nodded and said, “I can…and I will!”

Optimus could hear the several shouts of encouragement coming from both his fellow Autobots….and pony friends. Turning back one last time, Optimus sighed happily when the look on the pony’s faces were filled with excitement.

With a single nod, Optimus Prime spoke, “I will return, Twilight, and with me shall be Discord….defeated!”

Optimus turned back towards Jetfire and asked, “Can you give me a lift, Jetfire?”

Jetfire smiled and transformed into his seeker form, “Hop on, boss bot!”

As Optimus climbed on top of Jetfire, the Autobot soared straight above and to the rooftop where Discord and Megatron were fighting. Jazz gaped in horror when the vortex above the rooftops began to grow unstable with lightning striking every few seconds around the area.

“Jazz, what’s gonna happen?”

Jazz looked back down to see the pink pony stare up at him with fearful eyes. She shivered constantly when the wind began to pick up along with the chocolate rain. Sighing deeply, Jazz stared at Jetfire as he slowly made his way to the rooftop.

“The final battle is near, Pinkie Pie.”

The other mares felt a little uneasy at how Jazz had said that. But when Twilight felt a presence behind her, she and her friends turned around to see the Autobots with shocked looks on their faces.

“What?” Rainbow asked.

Ironhide looked back at what remained of the Decepticon colossus and asked, “Did….did you just fight Bruticus?”
Each of the Elements exchanged looks before nodding.

Cliffjumper chuckled and pointed at the shivering ponies, “Wow….remind me to NEVER get on their bad side.”

________________________________________

Megatron swung with all his strength but of course Discord dodged it by snapping his fingers. He spun around to meet Discord’s fist collide perfectly to his face. Megatron backed off and wiped away the liquid Energon rolling down his mouth.

“I must say, you have quite the punch for an insect!” Megatron roared. Discord seemed to find that comment very funny.

“Can an insect like me truly defeat the leader of the Decepticons?” Discord asked himself while Megatron reloaded his cannon. He smirked and finished, “Think about it, Megatron, think about it while I rip out your spark.”

“Even if I die today I will still have the honor of defeating the spirit of chaos itself!!!”

Megatron changed form into his tank to waste all his ammo on Discord. The draconequus just yawned as he deflected the shots with ease. With no ammo left, Megatron transformed back and charged at this hated creature.

With a swing of his mace, Megatron lost his balance when Discord tripped him up and ripped off his riot cannon.

Megatron laid on his back; he looked up to see the lightning make the sky light up. There he saw Discord standing over him with HIS cannon pointed straight at his face. His frown grew darker as did the end of the cannon.

“Bravo…Megatron, you have truly proven to be the most powerful warrior. But I’m afraid you have failed to defeat me and thus…..you must be destroyed for showing weakness in the new Chaos Empire!” Discord roared as the thunder echoed across the skies.

Megatron gave the worst scowl he had ever given, even worse than the one he gave his foe Optimus Prime. “Even if I fall this day, there will always be others that will rise up and defeat you!”

“What? You mean the little ponies!? How pathetic! Now you seek the equines of this world to defeat me when you have failed! I thought you were made of sterner stuff, Megatron.” Discord glared at the fallen leader of the Decepticons and pointed the cannon straight at his forehead.

“Now I will have the great honor of destroying Megatron, the killer of worlds.”

As the end of the cannon lit up, Megatron’s scowl went to a horrid expression. His death was imminent, and this time…..no Decepticon was here to save him. Megatron had once believed that he was autonomic perfection, but now…...he finally realized that no one was perfect.

With his wounds extreme, the only thing the leader of the Decepticons could do….was accept it.

“…..What the? No….NO IT CAN’T BE!”

Megatron looked back up to see the great Discord backing away and dropping the riot cannon on the ground. His face was beyond frightened as he stared straight ahead at whatever was there.

Suddenly, a deep recognizable voice came from behind them both.

“This ends here, Discord.”

Turning around, Megatron almost couldn’t believe who he saw. He had just witnessed himself the dead form but a few cycles ago so…..how in the name of Cybertron was this possible?! There was no clear fact that this could be happening!

“How is this possible?” Megatron asked himself as his foe stepped forward.

Optimus Prime looked down to see his hated brother lying on his back and injured, his optics motioned towards the cowering draconequus but a few feet away.

“Impossible, I saw you die!” Discord couldn’t hold back a fearful scream.

“Then we will share something in common, Discord.” Optimus growled with no emotion present in his voice, “Your reign over this peaceful world ends here. No matter what stands in my path, be it Decepticon or godly creature, nothing will stop me from bringing peace to this world.”

Discord gulped.

With the vortex of clouds growing stronger above, Optimus Prime brought out a short staff that didn’t seem very threatening at first. Until it transformed into a glowing red ax. Optimus held the ax tightly in both hands as Discord began to back away.

Discord gave a nervous smile, “I assure you we can discuss this with no-“

Discord couldn’t finish when Optimus charged at him.

At the last second, Discord snapped his talons and disappeared just before Optimus Prime brought his ax down on the roof creating several cracks on the impact. Another set of lightning bolts shot across the sky and even hit the rooftop they were on as Megatron slowly stood up.

Both Optimus Prime and Megatron were alone on top of the roof.

Megatron clutched his chest and looked over to Prime as he slowly got back up with his ax in hand. Optimus turned around to see Megatron fully standing up.

They locked optics.

As both leaders stared each other down, Optimus could see the frown on his enemy’s face slowly grow. The Autobot’s blue optics narrowed as they both glared at each other. There they stood, the chaos filled clouds above and the pouring rain made everything more intense until….

“I have had it with you!!!”

Optimus Prime and Megatron both faced forward as Discord suddenly appeared floating above them. His eyes were no longer yellow but glowed dark red as the lightning began striking around him. The vortex of clouds immediately drove towards the draconequus by an unknown force.

Both leaders watched with emotionless stares as the chaos clouds went directly towards Discord and soon began infusing themselves inside of him. But the horrible part of this was….Discord’s body growing in size.

“I will never go back in that stone prison! The Chaos Empire will prosper and I will rule it even if it means destroying all of Canterlot in the process!!!!!” Discord roared and flew down with the lightning and clouds following close behind. Optimus and Megatron ran forward and looked over the edge to see what Discord had done.

They soon backed away when the massive horns rose.

Megatron picked up his mace and cannon when he knew he would need all essentials for this battle. He was going to need it. Optimus held his ax closer when the massive head appeared from the edge of the rooftop.

Discord’s eyes opened up and glowed dark red. As Discord looked down at the tiny aliens that stood before him, he unleashed a screeching roar. The roar was so loud that it caused the clouds above to unleash a full throttle of lightning and thunder.

Optimus Prime and Megatron regained their balance as they heard Discord beginning to speak with an even deeper voice than before.

“I AM THROUGH PLAYING GAMES WITH YOU! THIS TIME WHEN I KILL YOU, OPTIMUS, YOU WILL STAY DEAD!!!!”

Discord’s massive fists lit up with electricity as he glared down at the little specs that called themselves warriors.

Megatron stepped forward and shouted, “Always defiant to the end aren’t you, Discord?!”

“YOU ARE THE ONE WHO IS DEFIANT, MEGATRON, BUT NO MORE!!! THIS TIME IT WILL ALL END!!!!”

Discord’s behemoth form slowly turned towards Optimus Prime who showed no sign of fear. He growled with pure hatred when he saw Optimus completely fearless. But what he was about to do was surely going to make him scream his name.

Or would he?

“OPTIMUS PRIME, WHEN I FIRST MET YOU I ALWAYS THOUGHT YOU WOULD DIE FOR THE MAGIC OF FRIENDSHIP! THERE WILL BE NO MORE MAGIC OF KINDNESS OF HAPPINESS WHEN I’M THROUGH WITH YOU!!!”

Optimus wasn’t paying him any heed….his attention was on the Autobot titan slowly standing.

“THE CHAOS EMPIRE WILL LIVE!!!!!” Discord finished and lifted up his massively glowing fist of pure electronic energy.

But before he could finish it once and for all…..IT had come.

“OMEGA SURPEME STASIS COMPLETE. ENEMY RE-LOCATED. BEGINNING FORWARD ATTACK.”

Discord slowly turned around to see the Autobot that had arrived to Equestria now standing right in front of him completely healed. He matched his size which was not good for the spirit of chaos. But worst of all….the pointed triangle on his left arm was jabbed directly into his chest.

Discord howled in pain as the pointed end met his heart with raw energy at the tip. Discord couldn’t help it….he actually screamed in terror when the right hand spun up with a glowing red ball at the end.

BOOOOM!!!!

Discord flew backwards when Omega Supreme had shot him directly in the chest. Optimus and Megatron took this time to retreat off the collapsing building when Discord’s massive form had collided against it.

The last thing Optimus Prime saw was him and Megatron falling from the collapsed building.
________________________________________

“Oh sweet Primus.” Jazz muttered when he, the ponies, and the Autobots had witnessed Omega Supreme himself, step over the buildings in front of him and literally blast Discord into the structure Optimus and Megatron were on.

“Bam! Look at that.” Warpath said in astonishment.

“Optimus!” The mares screamed as they saw the building collapse along with Discord.

Jazz transformed and opened up his car doors, “Come on let’s move!” As he said that, Twilight and her friends quickly jumped inside of him.

Jazz drove off with the rest of the Autobots and Aerialbots following close behind. Twilight pressed her little face against Jazz’s window to see Omega Supreme’s legs bring themselves up and step over the building.

They made a quick turn left which caused the unicorn to fall back into the seats with her friends. Suddenly they came to a complete stop. The doors opened as each mare stumbled out to the pouring rain. Jazz transformed back and gasped when he stared at the road in front of him.

As each Autobot had arrived, they all transformed to witness the falling building. The Element Bearers gasped when they saw the two beings free falling to the hard gravel.

“OPTIMUS!!!”
________________________________________

Optimus Prime quickly spun around and landed perfectly on the ground with several large pieces of debris following and making contact with the earth. The Autobot leader turned to see Megatron hover to the ground and gently land on his feet.

They locked optics again and didn’t make a single move.

As both leaders stared at each other, they almost didn’t hear the faint moaning coming from the rubble. Megatron quickly rushed forward and pushed away the debris to meet Discord in a bloody mess

“Pathetic.” Megatron spat and lifted up Discord by his throat. The powerful draconequus coughed up more blood and slowly lifted up his hand.

Optimus grew wide-eyed and held out his hand, “Megatron, stop him before-“

Discord vanished.

“What the-“ Megatron began until Discord appeared behind him and smacked him with his tail. Megatron fell forward as Discord vanished again.

Optimus got right by his old foe and brought out his Energon ax again, Megatron slowly got back up and whipped out his mace and cannon. He didn’t know it right then but….he and Optimus were back to back.

“Together now!” Optimus shouted and focused on his area in front of him. Megatron looked back slightly to see Optimus Prime right behind him and facing away.

“For now, Prime!” Megatron yelled and held his mace close and cannon pointed forward.

Each leader paid close attention to every sound and every movement in front of them. Whenever a faint voice was heard Megatron shot at the direction with his cannon.

“Megatron, stop!” Optimus ordered which only made Megatron’s anger grow.

“I am autonomic perfection! You don’t tell me what to-“

Discord appeared in front of Megatron and blasted him with a powerful energy beam. Both leaders fell back as Optimus pushed Megtron off of him.

“We have to do this together, Megatron!” Optimus yelled. As much as Megatron hated to admit it…..Optimus Prime was right.

Autobot and Decepticon stood back up and held their weapons close….waiting for the right moment. Optimus caught a quick glimpse from behind him.

“On your right!”

“I already knew he was there!”

Megatron delivered a punch directly to Discord’s jaw forcing him to vanish yet again. Megatron was amused by this little game Discord was playing while Optimus was more focused on stopping this.

He accomplished this when Discord appeared in front of him.

“NOW!” Optimus yelled and ducked down. Megatron spun around quickly and shot one blast from his cannon and hit Discord perfectly in the chest.

“Time to finish this!” Megatron roared and jumped over Optimus still on the ground. He then permanently damaged Discord’s skull by kicking him across the face. And to both of the leaders’ amazement….Discord began to shrink.

“Keep at it!”

Optimus ran forward and jumped over Megatron with his ax in both hands. Discord looked up to see Optimus land right on top of him. Optimus then proceeded to amputate his entire body with his Energon ax.

Discord howled in pain and barely snapped his talons to teleport before Optimus could bring it down on his head.

“Now where did he go?!” Megatron shouted looking around. Optimus got back up and turned around to see Discord right behind Megatron.

“Behind you, Megatron!” Optimus shouted and activated his path blaster. With one shot, Discord fell back and clutched his now injured wound. Megatron yelled in anger and picked up Discord by his throat. The next thing that happened was almost too much for even the mighty draconequus to handle.

Megatron beat the living buck out of him.

The Decepticon leader delivered a volley of punches to his chest and face and threw him on the ground. Discord tried his best to crawl away but Megatron wasn’t finished with him. He took Discord’s leg and violently smashed him against the ground several times. Each impact caused a loud tremble to echo across the ground.

Just when Discord thought he couldn’t take any more, Megatron threw him against a pile of rubble where he sat in a bloody mess. Discord looked up one last time but immediately regretted doing just that when he met the end of Megatron’s foot.

“ERRRRAAAHH!!!!” Megatron screamed as he kicked Discord directly in the snout. The force of the kick caused the rubble to break apart and the draconequus to fall on his back.

Discord slowly opened his eyes to feel the cold rain hitting his face. But he couldn’t feel the rain anymore….all he saw above him was the end of Megatron’s cannon.

Before Megatron could fire upon Discord, he heard a cocking sound behind him. Megatron looked to his left to see Optimus with his path blaster pointed directly at Discord’s face as well.

Megatron slightly growled as he and Optimus pointed their weapons at Discord. Optimus growled back and said, “Let’s finish this.”

“NOOOO!!!” Discord shrieked as both ends of the weapons lit up.

Both Optimus Prime and Megatron used their entire clips on the weak chaotic being lying before them. Discord screamed when the blasts from both leaders decimated his very being. Even the Autobots and ponies were still surprised to see this carnage placed before them.

Optimus and Megatron suddenly stopped.

Megatron put away his cannon as did Prime with his blaster. What remained of Discord was just a whimpering, torn apart, oddly bent, bloodied creature. Optimus stepped forward as did Megatron.

It still wasn’t finished.

“Twilight Sparkle!” Optimus yelled not taking his optics off of Discord.

The sudden bringing up of her name caused the little unicorn to flinch. She looked down the road to see Optimus and Megatron staring at what remained of the mighty draconequus. Optimus looked back at Twilight.

“You and your friends must use the Elements of Harmony now!” Optimus shouted.

Twilight quickly nodded as her entire body shook with anticipation; she trotted forward with Pinkie Pie, Rainbow Dash, Applejack, Fluttershy, and Rarity following her.

Optimus looked back at Megatron and said, “Megatron, grab Discord’s arm and help me drag him closer to the ponies.”

Megatron chuckled and gripped Discord’s limp arm, “With great pleasure, Prime.”

Optimus grabbed Discord’s remaining arm as both leaders suddenly began pulling the draconequus across the wet grounds and closer to the Element Bearers. Megatron could see them, the weak little ponies he had used in an attempt to kill Discord. Why were they so important?

Discord was in a daze as he slowly lifted up his head; he looked around and felt his legs being dragged across the hard and sharp gravel. He looked up to see Twilight Sparkle and the rest of those dreaded ponies slowly making their way towards him.

And they had the Elements of Harmony.

“No….NO….NOOOO!!!!” Discord screamed and uselessly flailed around. Megatron obviously enjoyed Discord’s torment.

“Stay down!” Megatron shouted and punched Discord across his face. Blood painted the chocolate covered ground as Discord lowered his head again. Optimus didn’t enjoy any of this; just helping the evil ruler of the Decepticons beat up an organic creature hurt him inside. But he knew it must be done…

“Are you and your friends ready, Twilight?” Optimus asked the unicorn as he and Megatron stopped but a few feet away from the tiny equines.

Twilight shuddered a little as she saw Discord’s face so viciously beaten, but she slowly nodded and said, “Yes, come on girls get in position!”

Discord looked up at the purple unicorn, and to his and the mares’ amazement, he begged.

“Please, Twilight….please do not do this to me.” Discord begged as more blood trickled down the several slashes across his faces.

Twilight Sparkle…..the precious student of Princess Celestia herself….actually felt sorry for Discord. He may have caused chaos to run rampant across her home, but just seeing him in this state almost made her…..dare she even think it…..almost made her let him go.

Instead, she frowned and growled at the draconequus, “No, Discord, your reign of terror ends here.”

“NOOOO!!!!”

Discord couldn’t move for he was petrified in fear when the six Elements began to glow. Megatron and Optimus Prime held his arms tighter when Discord was trying his hardest to snap his fingers. When he couldn’t even move his hands, Discord gave up and watched as his fate was imminent.

Twilight Sparkle, Rainbow Dash, Applejack, Pinkie Pie, Rarity, and Fluttershy…..slowly floated above the ground. Each of their necklaces glowed a violent shade of their true colors. As Twilight’s tiara shined a dark purple, Pinkie’s glowed a bright blue, Fluttershy’s erupted with a bright pink, Rarity’s exploded with an intensely bright violet, Rainbow Dash’s shined with a dark red, and Applejack’s finished if off with a bright orange.

“With all Elements combine,” Twilight shouted with her entire body off the ground, “we banish you to eternal imprisonment!”

“NOOOOOOOO!!!!!!!!!!! I will not be denied my DESTINY!!!!”

Twilight’s eyes glowed as white as snow as all her closest and loved friends joined together and erupted a bright flash of light. The light formed into a cluster of rainbows as they rocketed into the air.

“Incredible…” Megatron gasped in astonishment.

The rainbow wave suddenly came down upon the spirit of disharmony and chaos. Megatron and Optimus backed away and shielded their optics as the explosion of rainbows inflicted on their target.

Twilight Sparkle could hear Discord’s pained screams, but she didn’t care about that…..after all she and her friends had been through….it had finally come to an end. The six Elements of Harmony slowly descended to the ground. Twilight Sparkle breathed in three times before opening her eyes to see him….

Discord.

But different.

He was once again trapped in his prison of stone but different than last time. His head was screaming above with his hands above his head in a horrid display of turmoil. After a few creaking noises, the stone figure bent forward and landed on the ground with a hard thud.

“It’s over……it’s finally….over.”

Twilight almost couldn’t believe it. Discord had returned and after everything they had been through….going to Cybertron….surviving the entire Decepticon army….and it was over….

Rainbow Dash sighed the deepest sigh she ever had. It had been a tough couple of days. She would remember these days for her entire life. The days she almost abandoned her friends.

Fluttershy was just relieved that after everything…after every single death of an Autobot….after all this horror of chaos and disharmony…she realized….it was all worth it.

Pinkie Pie smiled when she felt the rain becoming softer with each passing second. The clouds were beginning to break apart now that Discord was defeated and harmony was present yet again. Pinkie smiled.

Rarity touched her necklace softly and closed her eyes. She had shed so many tears these past few days….and it was finally over. She could now go home where everything was peaceful.

Applejack looked behind her and saw the Autobots all lining up. She even spotted the Dinobots in their robot forms all staring ahead. Grimlock looked around in astonishment as rain suddenly stopped. Ironhide looked down at her with a soft smile clearly visible on his scratched up face. Applejack smiled back.

Twilight’s smile grew even larger when the clouds broke apart and the sun seeped in. The warmth of the afternoon sun gave each of the ponies the greatest feeling. It had been so cold…and now there was sun to light the darkness that had infected their souls.

Shining Armor took off his helmet and scuffled his mane. He wiped the remaining chocolate off his eyebrow and grinned when the sun hit his chest plate. The Royal Guard had suffered many losses today….but now the fallen could rest in peace.

Optimus sighed and kept staring at the statue of Discord that lay before him. This world has suffered so much. The horrors of war were brought from Cybertron to Equestria….but because of their combined efforts….it was finally time to-

CHICK-CHOCK!

The Autobots and equines gasped. Optimus looked to his right and almost backed away when he saw it.

The end of Megatron’s cannon pointed directly at him.

Neither moved a circuit….. Megatron kept threatening to shoot his old rival right here and end it once and for all. Now that the worthless creature was out of the way…he could finish what he started on Cybertron.

Terminating the Autobots.

Optimus looked at the end of the cannon and narrowed his optics, after all that Megatron has done, from causing chaos to run rampant in this glorious world, to joining forces with Optimus to stop Discord, and this is how Megatron wants to finish it?!

Megatron’s frown slowly grew, his hatred towards Prime met no ends, and now he could finally finish it…..but….

The ruthless leader of the Decepticons almost stopped himself; it felt….wrong to do this. Especially after Prime had saved his life from Discord’s wrath.

Not only that but….

Megatron heard a slight growl coming from his right.

Turning that way, Megatron’s frown went even deeper than before when he saw those little ponies pawing at the ground and their Elements shining. After watching what those things had done to Discord, Megatron didn’t want anything to do them.

Also, the pink pony suddenly pulled out of nowhere a giant hammer at least three times her size. Her glare went deeper than any of the ponies’ combined as her puffy mane deflated. The blue one punched her hooves together and hovered in mid-air as she growled at the evil Decepticon.

Her glare even pierced his red optics.

The gladiator of Kaon looked passed the ponies threatening to attack him and caught view of the Autobot scum. Each of them were preparing their weapons and getting in ready positions. But what really frightened Megatron was….

Grimlock smashed his fists together and growled with hunger.

Megatron’s optics grew a little wider than he expected. Just when things couldn’t get any worse, a loud rumble came from behind.

The Decepticon leader slowly turned his head back to see Omega Supreme glaring down at him with those dangerous blue optics. His right fist began to spin slowly; ready to attack. Megatron had barely survived the last time he battled with the strongest Autobot that ever lived.

“OMEGA SUPREME READY. POWER: OPTIMAL. MISSION: DESTROY MEGATRON.”

Megatron REALLY hated to admit it but….he had lost.

Slowly bringing down his cannon from Optimus’ head, Megatron faced Prime again. This time he didn’t feel threatened when Optimus Prime glared at him. With the Autobots completely surrounding him, and the Elements of Harmony threatening to attack along with Omega Supreme, Megatron did the one thing that even made him, Optimus, the Element Bearers, and Autobots feel shocked….

After all…..Optimus Prime did save his life.

Megatron grasped Optimus’ hand and shook it. This was all the last Prime deserved, a handshake from the leader of the Decepticons. Optimus’ bewilderment was solved when his hated brother spoke.

“There will be no more wars today, Optimus. You have earned my respect….and even though we have been fighting for countless eons….you still saved my life. So for now….we will be at peace.”

Twilight Sparkle backed away when Megatron had said these words. They were mortal enemies so why would he just warm up so quickly?! As Megatron released his hand from Optimus’, she slowly uttered these new thoughts of confusion.

“What…but I don’t….why would…HUH?!”

Megatron and Optimus Prime both stared at the six ponies in front of them. The blue pony slowly descended to the ground but dared not take her eyes off of Megatron. But what was strange was the pink pony whose smile popped back up along with her mane.

Megatron chuckled. His chuckle turned into a deep frown when the next voice was heard.

“What did you just say?!”

The Element Bearers, Optimus Prime, and Megatron all looked back to see Starscream to the far left of all the Autobots and Royal Guard. With him were Thundercracker, Skywarp, Sharpshot, Hardshell, Kickback, Shockwave, Soundwave, Motormaster, Breakdown, Dead End, Dragstrip, Wildrider, Barricade, Ramjet, Thrust, Dirge, Onslaught, Swindle, Brawl, Vortex, and Blast Off.

The Autobots flinched when the entire Decepticon army was behind them, but they were even more confused as when Megatron answered back.

Megatron pointed at Starscream and shouted, “None of you are to harm the Autobots that is an order!”

“Have you lost your mind components!?” Starscream yelled, “The Autobots are our enemies!”

“That may be true,” Megatron answered back and looked at Optimus Prime, “but they have proved themselves to be quite….resilient…and for that we will make peace with them….for now.”

Soundwave, Brawl, and Onslaught stared at Megatron as if he was crazy. The rest of the Decepticons looked at each of the Autobots and nodded slowly. After eons of conflict….they didn’t feel threatened.

“Even though we don’t like it…” Thundercracker growled.

“We will do as you command, lord Megatron.” Soundwave added.

“Yes, the Combaticons will listen to our master’s every whim.” Onslaught crossed his arms as did his team.

“The Insecticons will follow your orders without excuses.” Sharpshot exclaimed while Kickback and Hardshell nodded their heads. The Insecticon armada crawled on the building but harmed nothing as instructed by Megatron.

“No matter what it is…” Shockwave placed a hand on his hip and looked to the side.

The Decepticon army slowly turned their heads to the their sky commander obviously wanting him to say the last words.

“We. Will. Obey.” Starscream hissed with gritted teeth.

Megatron smiled.

With the sun fully out now, Optimus Prime and Megatron made their way back to the large group of Cybertronians with the six mares right by them. Well, they were standing by Optimus the entire time.

Optimus sighed with relief…..it was all over…..the Autobots had won….Equestria was saved.

Twilight Sparkle, Fluttershy, Rainbow Dash, Rarity, Applejack, and Pinkie Pie couldn’t stop smiling. They had come a long way and thanks to all of their combined efforts….they saved their home from Discord once again.

The precious moment was interrupted by an unfamiliar voice.

“Permission to speak, Optimus?”

The Autobot leader gasped. He hadn’t heard that voice in many years. The young….vocals of that Autobot had once been gone….but no more. The six mares were confused as well; they hadn’t heard this voice from any Autobot or Decepticon before. It had to be an Autobot.

Scanning the crowd, Twilight realized that all the Autobots had their attention on the carriage carrying the legless yellow Autobot. Wheeljack and Ratchet backed away as if they were wondering if he had just spoken.

He had his voice chip crushed after all….

Fluttershy gasped the loudest as did her friends when their eyes landed on the Autobot scout of the team and one of their closest friends. These new tears came from each mare….especially Fluttershy.

The timid pegasus shook with glee as she approached the carriage.

“Bumblebee….did you just……talk?”

The youngest of the Autobots smiled warmly at his newest pony friend below. He lifted up his scratched up head and waited for Optimus to answer.

The great and last Prime nodded slowly.

“Permission granted…old friend.”

That was enough for Bumblebee to speak again. It had been many years since he had used his actual voice…..and he missed it a lot.

“What….do we do…now?” Bumblebee asked shifting in the carriage as Energon leaked out of his stubs for legs.

Optimus Prime blinked.

Then blinked again.

He blinked for a third time before looking back at the strongest Autobot that had ever lived. Omega Supreme stood over the ruins of the collapsed building. If it hadn’t been for him, he and Megatron would be dead.

Optimus Prime knew what to do.

“It is time for us to leave, Bumblebee.”

Home Is Where Your Spark Is

Celestia’s groggy eyes made it hard for her to clearly see the room she was in.

There was a bright light above her as a low beat was heard every second. As her vision cleared, the Princess of the sun looked around and realized she was in a room completely white.

“Where…where am I?”

Suddenly the door opened and Celestia squinted to see who it was. An average doctor with a clipboard simply trotted inside while completely unaware that the giver of the sun was awake.

The eyes of the doctor slowly moved upwards to see the Princess sitting up.

“P-Princess Celestia, you’re awake?!” The doctor almost screamed.

Celestia nodded and slowly looked around. She looked back at the doctor and asked, “Where am I?”

The doctor gulped and nervously began; in the presence of the Princess it was a little hard. “Well….y-you see you are in….uhh…Ponyville Hospital after your….uhh…encounter with Discord.”

Just the uttering of Discord’s name made Celestia’s tired expression turn serious. After another shot of pain soared through her head, Celestia frowned at the cowering doctor and asked, “Where is Discord?!”

“We would like to answer that.”

Both Celestia and the doctor looked back to see the Princess of the night and Celestia’s little sister; Luna.

As Princess Luna passed the doctor, she turned back and said, “We shall tell her what has happened.”

“Yes your highness!” The doctor bowed and left the room.

Luna turned back to see her older sister obviously waiting for an explanation. Celestia almost shot out of the bed as Luna approached, “Where is Discord?!”

“Easy, Tia.” Luna calmly said as she rested her sister’s head back down on the pillow, “Discord is defeated and placed back in his prison.”

That sudden relief hit Celestia like a freight train as her smile grew back. She looked up at her younger sister and found her foreleg to be in a crutch. She slowly sat up and asked, “Tell me everything that has happened.”

Luna looked back down at her broken hoof and sighed, she looked back at her sister and gave a soft smile, “Very well, after Discord tried to harm you, you were brought to Ponyville Hospital. And we were very lucky to have done that, because Canterlot…”

Luna stopped herself there. She couldn’t bear to tell her sister what had happened to the kingdom. But Celestia was growing impatient.

“What has happened to Canterlot, Luna?!”

The Princess gulped and began, “Canterlot had been invaded by the Decepticons. That and Discord had been spreading his chaos ever since you have been…..asleep.”

Celestia nodded; wanting her sister to continue. Luna caught the hint and nervously finished, “And….the damages to Canterlot were extreme. Almost the entire city was destroyed as were there several casualties.”

“Casualties?” Celestia repeated the horrid word as a slight tear dripped down her eye. She should feel bad, she allowed her subjects to be killed by Discord and the evil Decepticons…

“Yes…but do no fret, Tia, the Autobots have triumphed, Discord was defeated as the Decepticons have surrendered.” Luna smiled.

Celestia’s smile returned when she wiped away her tear, she looked back at her sister and asked, “And what of the Autobots?”

Princess Luna shuffled and pawed at the ground before she finally answered her sister with teary eyes and a hurt expression.

“They are leaving.”
________________________________________

Twilight Sparkle fluttered her eyes open.

It had been a long time since she has slept on a soft bed, most of the time it was on Metroplex’s hand. Just remembering Metroplex made Twilight sigh. Her sigh had changed to a sweet yawn as she pushed the blankets off of her.

The sun seeped into the window that filled the little unicorn with a warm feeling as she rubbed her eye. Twilight looked around to see her house, oh how she missed waking up in her house, all hers, her home.

Stretching, Twilight trotted off of her bed and made her way to the mirror where her brush was waiting. Levitating it and softly brushing her mane, Twilight hummed a little tune when she heard the birds outside beginning to chirp.

She giggled when she remembered last night.

A massive party was thrown in Ponyville over the Autobot victory in Equestria. It was definitely a big thank you for everything the Autobots had done, and it even surprised some of the ponies when the Autobots unleashed their wild side.

Blaster seemed to have a real connection to Vinyl Scratch; the Ponyville DJ. Jazz had proven to be quite the party animal as he and Pinkie Pie partied to the max. The only strange thing is that none of the Decepticons were seen last night. That made everything so much better.

Her memories of last night were interrupted by a little dragon walking up the stairs.

“Twilight, why aren’t you outside?!” Spike panted.

“What are you talking about, Spike?” Twilight asked turning away from the mirror.

“Don’t you remember? The Autobots are leaving today!”

Almost as instantly as Spike said that, Twilight dropped her brush on the ground. She looked back at the mirror and pressed her hooves on her head.

She almost couldn’t believe it. The Autobots, the only friendly aliens that had ever arrived to Equestria and saved it….we’re leaving. But why? When Twilight was on Cybertron, she had learned about this other world and how dangerous of a planet it seemed. Were the Autobots going to live on that world? Didn’t the Autobots like Equestria, why would they want to live on such a dangerous world?

Just the thought of never seeing Optimus Prime and his team ever again brought tears of sadness to the little unicorn’s eyes. Soon enough she was bawling and pressing her head on the hard cupboard.

“Twilight….is everything okay?”

The unicorn looked back up to see Spike watching her with hurt eyes. Just witnessing his friend crying like this hurt the baby dragon inside.

Twilight dropped from the cupboard and embraced Spike with a big hug before breaking down into tears again. Spike, fully knowing that Twilight was hurting, he slowly patted her on the back as he felt the tears on the back of his neck.

“Oh Spike!” Twilight cried, “Why does this have to happen?!”

“What do you mean, Twilight?” Spike asked and watched as Twilight broke the embrace and stared at him with puffy red eyes.

She sniffled and said, “Why do the Autobots have to leave? Don’t they like Equestria? What’s so great about this other planet anyway!?”

Spike slightly frowned and said, “Twilight, calm down, they obviously know something about the world that we don’t.”

“Sure….whatever.”

Spike turned around and prepared to go down the steps before he turned back to Twilight and realized she hadn’t moved.

“Aren’t you at least going to say goodbye to them?” Spike asked as Twilight looked back, “They don’t leave for a couple of hours.”

‘A couple of hours?!’ Twilight screamed in her head, ‘Why so little time?!’

She nodded and followed Spike down the steps.
________________________________________

Once outside, Twilight flinched when the sudden exposure of light hit her eyes. As she got used to it, she had looked around to see a large group of ponies in the center of town all staring up.

Twilight and Spike looked up as well to see it.

“Wow….” Twilight and her assistant gasped at the same time when they saw the massive space ship on the outskirts of Ponyville. Twilight recognized the ship immediately…

Omega Supreme.

“So that’s how they’re getting off Equestria.” Twilight muttered and stared in awe at the massive space shuttle lying a couple hundred yards away.

A familiar voice was heard just a few feet away.

“Citizens of Ponyville, do not fear the massive space shuttle in our presence, it will be gone shortly! Ever since the damage to Canterlot, the Cybertronians have decided to leave in our very own town! So if you haven’t met them or would like to, please take as much time as you need to say goodbye!”

Mayor Mare had just finished her announcement after she stepped off the podium. The crowd of ponies took one last look at the space ship before the walked away to mingle or find the Autobots.

Speaking of them.

“Look, there are two of them now!”

“Whoa, look how big they are!”

“COOL!!!”

Twilight and Spike turned to hear the commotion and see two familiar Autobots stepped towards them. The ponies backed away to make room for the approaching Autobots.

“Sup, Twilight?” Jazz smiled down at the little unicorn.

Twilight forced a smile just to see a friendly Autobot, “Oh…hey Jazz, have you seen my friends any-“

“We’re right here!”

Just then, Pinkie bounced from behind Jazz’s feet and jumped in mid-air to send several pieces of confetti on the ground. Rarity had made her way through the crowd with the small red Autobot close behind.

“Hey Pinkie, hey Rarity, what’s going on?” Spike asked and took a step back when Cliffjumper got closer.

Pinkie flashed a big grin and shouted, “I was just taking Jazz around Ponyville and having him meet all my friends before….”

Her head suddenly dropped to the ground. Jazz stepped in and finished for her, “Before we have to leave..... I’m sorry that it has to be this way.”

“It’s okay.” Pinkie wiped her nose and looked back up at Jazz with her smile growing back, “Hey at least we had the time to party last night, you were AWESOME by the way!”

Jazz chuckled and ruffled up Pinkie’s already messed up mane, “No YOU were awesome! Who would’ve thought that a little pony such as you could dance so well?!”

The little earth pony giggled and said, “It’s all in the Pinkie sense!” Suddenly, she gasped and jumped up to grab Jazz’s hand, “I almost forgot, you still gotta meet Mr. and Mrs. Cake!”

“Hehe sure thing.” Jazz chuckled and followed Pinkie Pie to where ever she was going.

After Pinkie had left, Rarity trotted forward and gave Twilight a slight hug before breaking it and saying, “It’s okay, Twilight, you don’t have to be sad that the Autobots have to leave. While they’re here, I did make a very nice friend.”

She turned her head back to see the red Autobot. As Rarity turned, Twilight did see that her tail was still gone. Oddly, Rarity didn’t seem to care. Cliffjumper got to one knee and smiled down at each of them, “Yeah, Rarity here sure does have quite the eye for the most amazing Autobots!”

Rarity gave a polite chuckle as Cliffjumper continued, “And I guess I have quite the eye for her too. She is beautiful after all.”

“What?” Spike growled and clenched his talons.

Twilight giggled and looked over to Rarity who had already been blushing, she softly stroked her mane and looked at the ground while smiling, “Oh Cliffjumper, you charmer you.” She suddenly looked back at the little stub that was once her gorgeous tail.

“You still think I’m beautiful….even without my lovely tail?” Rarity asked with her voice hopeful.

Cliffjumper softly rubbed her cheek and said, “I think you’re beautiful no matter what.”

Now Rarity looked like she was about to faint. But before she could do just that, her eyes popped out as she turned to Cliffjumper with a big smile, “Oh I almost forgot, I wanted to show you some of my designs and tell me what you think!”

“Sure thing, Rarity.” Cliffjumper smiled and stood back up.

“Wait!”

Spike stopped frowning, Rarity stopped gushing, and Cliffjumper stopped moving to look at the violet unicorn with intent. Twilight spoke with almost a whimper, “Do y-you know where Optimus is?”

Cliffjumper’s smile faded.

He rubbed the back of his head and stared at a small cluster of hills, his blue eyes softened as he looked back down at Twilight and answered her, “Last I saw him he was over there just…..alone.”

This was her time to act.

“Thanks, Cliff.” Twilight muttered and trotted away with Spike close behind her. Cliffjumper kept staring at her until he felt a soft tug at his hand and looked to see it in a blue aura of energy.

“Come, Cliffjumper, we don’t have much time before you all have to….” Rarity stopped and couldn’t even bear to imagine it.
“Yeah…okay.” Cliffjumper sighed and followed Rarity to her boutique.

Spike stopped and took one last look at the red Autobot slowly following Rarity to her boutique. He hissed with clenched talons, “Good riddance.”
________________________________________

As Twilight and Spike scanned Ponyville, they did come across some familiar Autobots on the way. The giant red bot named Warpath was….well….he was a little TOO emotional.

“OHHH please never forget me, Berry Punch, I love you so much!” Warpath wailed and rocked the dark pink pony in his arms.

Speaking of her, Berry Punch felt dizzy from being rocked back and forth so hard, she focused her eyes on the blue visor of the Autobot before shouting over his wails, “Okay first of all, you just picked me off the ground and started shaking me, and second of all, I don’t even know you.”

“I don’t even know you either, but I still love ya!” Warpath cried and held her closer to his chest. Berry Punch just accepted it and hugged the hurting Autobot back.

Twilight and Spike both shared a laugh before the sound of engines roaring caught their attention. They both looked over to see a crowd of ponies backing away to let in the blazing red car.

The crowd erupted into cheers as the doors opened to reveal the three fillies stumbling out obviously shaking from the ride.
“That was awesome.” Scootaloo gasped and collapsed to the ground in amazement.

“Oh mah sister’s gonna kill me.” Applebloom frowned when she realized that she had just ridden in a dangerous vehicle.

“So’s mine,” Sweetie Belle agreed, “She’s gonna be all like, ‘Oh how dare you ride in such a horrid vehicle, you could’ve been hurt,’ ugh I can’t stand her most of the time.”

Suddenly, the crowd was even more amazed to see the car transform into an Autobot that smiled down at each of the small fillies.

“Hey, what they don’t know won’t kill them.” Sideswipe flashed a reassuring smile to each of the small fillies. Each of them suddenly smiled back as Scootaloo shouted out a thank you.

“Thanks Sideswipe, you’re the best!” Scootaloo cheered.

Sideswipe chuckled and got to one knee so he could give each one a hoofbump, “No, you’re the best!”

Just seeing these Autobots warm up to some of her friends made Twilight feel a little better. Another crowd of ponies were gathered around a white Autobot as Twilight and Spike approached.

Ratchet suddenly looked up to see the familiar unicorn and waved, “Ah, Twilight, Optimus has been looking for you.”

“He has?” Twilight asked with a hint of hope in her voice. Ratchet nodded and went back down to sign the autographs he had been receiving from several Pony folk.

A white coated mare with a pink mane stepped forward and took off her nurse’s hat as she spoke, “Is your n-name…Ratchet?”

The medical bot nodded and held out his hand, “How may I be of assistance?”

The mare gulped and smiled, “Umm…you were the one who helped the wounded at Canterlot last night. You saved many ponies with what you did.”

Ratchet smiled and said, “Yes that was me, and I apologize for our barbaric ways that caused your kingdom so many deaths.”

The mare shook her head and quickly said, “Oh no I just wanted to thank you. We would have never found the wounded underneath the buildings if you hadn’t lifted them up.”

“It’s just what I do Ms.…umm…” Ratchet began until he was interrupted.

“My name is Nurse Redheart.” The mare stuck out her hoof with a soft smile to go with that. Ratchet smiled back and shook her hoof gently enough to not hurt her.

Twilight hadn’t listened or watched Ratchet make a new friend for she had already left to find Optimus. He was looking for her but she couldn’t find him anywhere.

“Twilight slow down!” Spike shouted and tried his hardest to catch up. He suddenly stopped when he ran face first into Twilight’s behind. As Spike fell to the ground rubbing his head in pain, Twilight kept staring forward in amazement at what she was witnessing.

An Autobot jet flew over the sky as several ponies stared up with open mouths. The sound was nothing pony kind had ever heard, it was supersonic. Not only that, but Twilight did see a black blur following close behind it.

The crowd of ponies dispersed as the jet transformed to reveal Jetfire with his new friend landing on his shoulder.

“What do you think of that, Thunderlane?” Jetfire asked the panting pegasus on his shoulder. Thunderlane wiped the sweat from his brow and laughed.

“I….gotta say….I thought I….was a fast flyer….but not anymore…..after I saw you fly.” Thunderlane constantly struggled over his words from the lack of breathe.

Jetfire frowned and said, “Don’t say you’re a bad flyer, you gotta be one of the greatest flyers I’ve ever seen….and I’ve seen a lot trust me.”

That made Thunderlane feel a little better about himself as he slowly lowered himself to the ground. Jetfire’s frown was replaced with smile when the crowd of ponies rushed in on him.

“Mister Jetfire, could I have your autograph please?!”

“Can you race me? Huh? Can ya? Can ya? Can ya?!”

Jetfire protested with his hands raised, “Easy now, one at a time.”

Twilight and Spike looked at each other before sharing another laugh. They made their way passed Jetfire giving away autographs to confused ponies when they read the strange alien language on their notepads.

But before they could move anymore, both pony and baby dragon stopped in their tracks and stared ahead at what they were witnessing before them.

The Dinobots.

The bad boy, Slug, had his arms crossed as he glared down at the mint unicorn constantly asking several questions. Snarl was no better as he looked up to see the beige coated pony on his back smiling down at him. The only one who seemed to be enjoying the company of ponies was Swoop who was flying high with a light grey pegasus on his tail. Grimlock was nowhere to be seen.

“So can you tell me what it is like up there, in the endless galaxy? I bet there are humans on the planet you’re going to. I’ve always wondered what the humans did and how their lifestyle is. I was the only one who thought humans existed and I know I’m right! Do the humans look like apes, do they eat just like us, do they-“

“SHUT UP!” Slug shouted and covered his head.

Just as instantly as Slug shouted at the unicorn, Lyra Heartstrings wilted like a dying flower with teary eyes to go with that. Slug sighed and apologized.

“Ugh…sorry, Lyra, it’s just that I am not really in the mood right now.” Slug put his arms down. To his surprise, Lyra warmed up quickly.

“Oh…it’s okay…can you just tell me what humans look like?” Lyra asked her voice high with anticipation.

Slug crossed his arms again and said, “I don’t know for sure…but they probably look like me just…not as scary.” The Dinobot frowned and kicked a pile of dirt.

“Hey you’re not scary; I actually think you’re pretty…sweet.” Lyra gave her best smile. Slug looked down at her with disbelief.

“You think I’m….sweet?” Slug asked with emphasis on the word ‘sweet’ as if he never even heard of it. The aquamarine mare took a few steps closer to the Dinobot.

“Yeah…and….I guess this is goodbye. We never really got to know each other but….I’m glad I met you.” Lyra smiled up at the massive Dinobot.

Slug couldn’t help it and smiled back.

HE. SMILED.

“Thank you, Lyra, goodbye.” Slug bent down and held out his hand wanting the unicorn to shake it. But he was surprised when she pushed his hand away.

“You don’t deserve a hoof shake…” Lyra flatly said as Slug’s frown was growing back, “you deserve this.”

She suddenly sprang forward and hugged his abdomen (despite the obvious size differences); Slug was surprised this pony warmed up so fast to him…. HIM even. But the Dinobot did get close to this little mare while staying on this new world and hugged her back with all his passion.

Snarl looked back up to see the earth pony constantly touching his spines with interest.

“Can you like…NOT do that?” Snarl asked as the pony’s ears fell. “Oh sorry, didn’t mean to hurt your feelings, Bon Bon.”

“Oh it’s okay, I’m just glad I get to spend some time with you before you have to leave.” Bon Bon quickly smiled and jumped off of Snarl’s back and onto the dirt road.

Snarl optics softened as he spoke, “Why would you want to spend time with me? I’m not special.”

Bon Bon quickly trotted over and placed a hoof on Snarl’s arm gently, “Yes you are, and although I thought you were nothing but mindless monsters when you first arrived, you did indeed save my home so….thank you.”

She finished by softly pressing the side of her head against Snarl’s arm and gently nuzzling him. If the Dinobot could….he would be blushing.

“Look out below!”

Snarl quickly pulled Bon Bon closer to him as the flying Dinobot flapped his wings slightly above the ground where they just were. Quickly transforming and landing perfectly on two feet, Swoop looked back up to see the light grey pegasus slowly descend.

“You sure were fast, Swoop!” The mare chimed and landed on the ground on all fours. Swoop smiled back and tried to make eye contact with this pony….except…her eyes were oddly placed, one facing upwards while the other was facing the ground.

Instead of making eye contact, Swoop just tussled the pony’s head with his pointing finger, “Yeah, you can’t really catch up with me can ya, Ditzy Doo?” Swoop asked.

“I get that a lot, mister.” The mailmare giggled and her crossed eyes suddenly softened. Swoop knew that look all too well.

“Let me guess,” Swoop began, “you want to say we never got the time to know each other but you’re just glad you met me huh?”

“NOPE!”

Swoop took a step back when the pegasus suddenly flew up to his face and held out her hoof. On it was a small muffin. She just hovered there as Swoop suddenly understood what to do.

He gently took the muffin off her hoof.

“Uhhh….thanks?” Swoop gestured and looked at the muffin with confusion. He felt a soft peck on his cheek and turned to see the cross-eyed mare slowly smile.

“Bye, Swoop, I’ll miss you.” Ditzy Doo sniffed and flew to the ground before bawling in her hooves. Swoop took one last look at the grey pegasus before bringing his attention on the small pastry in his hand.

He plopped it in his mouth and began to chew.

“Not bad.”

Now Twilight had almost began to cry when she saw Ditzy Doo give Swoop one of her muffins. Spike felt no better and turned to see Twilight slowly walk away with her head low.

“Hey Twilight wait for me!” Spike yelled and caught up to her.

Both pony and dragon slowly came across several other Autobots but ignored them; Twilight had one bot in mind.

“Twilight, are you okay?”

The unicorn looked over to see Spike give her a worried look. Twilight gently nuzzled him and began to speak with her voice cracking.

“It’s….It’s just that seeing all these Autobots make so many new friends on Equestria and now they have to….leave. It’s so sudden I mean….they never even got to stay that long, most of the time they were just fighting the Decepticons. And now we’ll never see them again.”

Spike looked at her with his expression unchanged and said, “But…they’re making friends now so that’s all that matters right?”

“No, Spike, it’s just…ughhh….look over there!” Twilight suddenly pointed to a large group of school fillies and colts all looking up at the Autobot Wheeljack.

“And the class made this for you….so you could remember us all.” Cheerilee smiled and handed Wheeljack the large poorly painted picture. It was a massive crayon drawing of all the Autobots with the words ‘Equestrian Heroes’ at the top.

Wheeljack chuckled, “I love it.”

He gently folded the picture and placed it on his belt; he then brought out a strange device and handed it to Ms. Cheerilee who studied the alien artifact in her hooves.

“This is for you, press it.” Wheeljack explained as he watched the school teacher press the said button.

All of a sudden, a bright light came out of the top as a small hologram of an Autobot symbol appeared. The foals were instantly mesmerized as was Cheerilee.

“I gave you this so….you wouldn’t forget us.” Wheeljack sighed and looked over to see Cheerilee who couldn’t stop smiling.

She slowly looked over to her students and asked, “What do we say class?”

“THANK YOU, WHEELJACK!!!”

Before the Autobot could react, he was suddenly tackled by the large group of foals who constantly gave him hugs. Cheerilee kept laughing as she saw Wheeljack on his back and with the foals on top of him.

“You see that, Spike?” Twilight asked as the dragon brought his attention back to the unicorn, “Cheerilee and all those foals will never see Wheeljack again, even after they had become so close.”

“Oh…now I get it.” Spike muttered and kicked at the dirt.

Twilight gave him a gentle nuzzle and said, “It’s okay, Spike, but now we both know for certain….that friendship will live on even if we are millions of light years away.”

Spike smiled as Twilight began to trot away. She looked back and flashed Spike a grin before saying, “Now come on, Spike, we still have one more Autobot to meet.”
________________________________________

Winning always made Shining Armor feel good.

There were several casualties from very brave and very strong Royal Guard; there was even so much damage to Canterlot that Princess Luna herself addressed that the Autobots would have the choice to leave in Ponyville which they gratefully accepted.

The Captain of the Royal Guard stood on one of the highest of many hills in Ponyville to witness Omega Supreme take off. It was a pretty nice view of Ponyville, the early morning sun made everything so much more magnificent.

Shining looked up to see the Autobot that had not left his side this entire time.

Hound.

The Autobot weapons officer looked down to see Shining Armor staring straight ahead with a smile on his face. His glistening armor drove Hound to smile as well.

“How do you feel?” Hound asked breaking the silence.

Shining looked back up and sighed happily, “To tell ya the truth, I feel pretty good. I mean, this was the most intense battle Equestria has ever faced….and the Royal Guard stood tall to defend their home.”

Hound chuckled and looked back at Ponyville while muttering, “Good….good.”

“How do you feel?”

Hound looked back down to see Shining staring up at him, he chuckled and answered in his cracking voice, “After everything I’ve been through, war for Cybertron, the fall of Cybertron, and now the battle for pony kind…..I just have to say….it was worth it. Just to see the smile return to each of these innocent life forms makes my spark all warm inside.”

“I know how that feels.” Shining sighed when he heard the flapping of wings.

Shining Armor turned around as his smile grew back, Hound followed to see his new friend run up to this new alicorn he had never seen before.

“Cadance!” Shining shouted exchanging a hug with his beloved wife.

“Oh Shiny!” Cadance gasped and held her husband tight, “I thought I’d never see you again, I heard about the attack on Canterlot and….I just couldn’t imagine what happened and….the thought of the baby never having a father and-“

Shining pressed his hoof against his beloved’s muzzle silencing her. He looked deep into her eyes and smiled, “It’s okay, Cadance, I’m here.”

Both husband and wife exchanged a kiss before Cadance heard loud footsteps. She broke the kiss and looked back to see a giant green being standing a few feet away. She gasped and began to back away.

“No, no, Cadance it’s fine, the Autobots here are friendly.” Shining assured her and held her hoof gently.

“Friendly…” Cadance muttered as the green Autobot went to one knee to get perfect eye level. He stretched out his hand as his deep voice entered the alicorn’s ears.

“My name is Hound uhhh….Cadance…and your husband here is one heck of a solider, he singly handedly…errr…hoofedly…assisted the Autobots in total victory which stopped Discord. He would’ve made an excellent soldier back on Cybertron.”

Cadance giggled and said, “That’s my Shiny.”

Hound smiled wide and asked, “Also….did I just hear news of a…..baby?”

Shining Armor blushed as did his wife when she began to explain, “Yes, I’m pregnant with our first born foal.” She softly rubbed her stomach and smiled.

Hound looked over to Shining Armor and gave him thumbs up, “Good work, Shining.”

“HOUND!” Shining Armor screamed with his face completely crimson. Princess Cadance giggled even louder than last time.
She immediately stopped when a new voice was heard coming up the hill.

“Princess Cadance!”

The alicorn looked down to see her old friends Twilight Sparkle and Spike run up the hill. The baby dragon however collapsed on the ground breathing heavily.

“Twilight!” Cadance screamed and hugged the little unicorn. Shining walked back to Hound who couldn’t stop smiling.

Hound looked down at Shining and asked, “So how does Cadance know Twilight?”

“Cadance was her old foal sitter; they’re really close and….oh no not now.” Shining facehoofed and looked the other way.
“What?” Hound asked before he heard chanting.

“Sunshine, sunshine, ladybugs awake! Clap your hooves and do a little shake!”

As Hound watched the two mares stick their flanks in the air and giggle together, he couldn’t help but wear a confused smile. He looked back to Shining and asked, “What was that?”

“I don’t even care anymore.” Shining grunted as Twilight and Cadance approached. Shining’s little sister couldn’t stop smiling when she approached him and gave him a big hug.

She looked at him and quickly said, “You’re gonna be a father?! That means I’m gonna be an aunt! EEEEEEEE!!!!” Twilight squealed and kept her hooves close to her chest. Just imagining a little nephew or niece was too much for her mind to take in so fast.

She opened her eyes to see Hound’s scratched up face in the morning sun. He nodded and said, “Optimus is waiting for you, Twilight.”

Her smile quickly faded as she looked around frantically. Hound pointed behind him at a cluster of hills before saying, “He’s over there just….alone.”

Twilight Sparkle nodded and trotted away where Spike kept following her, she turned back at the dragon and gave him a stern look, “No, Spike, I’m going alone.”

“Why can’t I go?” Spike asked as Twilight faced the hills again. She sighed deeply and stared at the rising sun before answering.

“This is something I have to do alone.”

And with that said, Twilight Sparkle left Spike, Cadance, Shining Armor, and Hound on the search for Optimus Prime.
________________________________________

The ground never felt so hard.

Even on Cybertron, the ground felt better than this. Everything was better on Cybertron before the wars. Clenching his fist, Optimus Prime was sitting down at the edge of the highest hill he could find. Facing the rising sun and hearing the birds chirp made him a feel a little better.

Optimus looked down at his black fist and opened it. He stared at his hands for what felt like an eternity before he forced them to make fists.

He had brought war to this world.

Twilight went up and down and side to side to try and find the mighty Autobot in this maze of hills. She shaded her eyes with a hoof before looking up at the last hill….

“Optimus…” Twilight muttered and slowly made her way towards the Autobot leader.

But something was different about him. He was sitting down and staring at Celestia’s sun all alone. This didn’t remind Twilight of the fearless Autobot leader; this reminded her of a lost child.

As she finally reached her destination, Twilight sat down at Optimus’ right side and looked up at his face fully expecting to see him glad to see her.

It wasn’t that at all.

Optimus saw the little unicorn that saved his life approach and sit next to him, but he couldn’t bear to face her…. After what he and his brothers had done…bringing war to this world and almost losing another world to the Decepticons….it hurt him deep in his new spark.

There they sat….together.

It was a long moment of silence; Twilight had given up looking at Prime and just stared at the rising sun with him. She silently sighed with a smile when peace and harmony had been returned to her home. With the help of these unlikely aliens, they had lived.

After what felt like an eternity…..Optimus Prime spoke.

Her little ears perked up as she looked towards Prime to see his faceplate moving up and down.

“So peaceful…and majestic…this planet is…..unlike the final days of Cybertron.”

Twilight’s eyes teared up when she saw Optimus open and close his blue optics with such….dread. Did he feel sad that he had to leave? Or was it….something else.

Optimus continued as several birds fluttered passed his view, “There would be no greater feeling than to live here…in peace and harmony.”

“Then why don’t you?”

Optimus Prime slowly took his optics off the sun and onto the little violet unicorn; he saw her head fall as if she never wanted to ask that. Optimus knew what to say now.

“If we were to stay in Equestria, then Megatron would break his promise of temporary peace. You have seen what he is capable of, almost destroying your world.”

Twilight shuddered and didn’t even dare to remember the horrid battles of yesterday. She looked up at Optimus and almost cried when he said this.

“That is why we have to leave, not because we want to, but because we have to. Megatron will not stop until he is certain that the Autobot spark is extinguished. It will happen again if we stay, this is the one thing I didn’t want to happen when we came to this new world.”

“And that is…?” Twilight asked as a tear rolled down her cheek. Optimus’ blue eyes softened as he looked down at Twilight Sparkle. His red armor gleamed in the morning sun.

“We never wanted another world to fall under Megatron’s depravity. We wanted to start new with peaceful lives on a world that could never be consumed by war. But now I know….that this world is too good to lose…which is why we must leave so that peace could remain in Equestria.”

Optimus sighed and placed his hand close to Twilight. The unicorn didn’t see it; she had her eyes closed as tears fell onto the soft grass.

She never wanted this. These….heroes can’t leave them…but guilt made her accept it. She finally understood Optimus’ words, they were leaving so that this world could remain peaceful and never be infected with the plague of war.

She finally knew….that this was the right thing to do.

Wiping her eyes, Twilight looked down to see Optimus’ mighty hand on the grass close to her. She looked back up at Prime and saw him facing the sun again.

Twilight Sparkle smiled and gently pressed her hoof against Optimus Prime’s hand.

Optimus lifted up his head when he felt the touch of another. He looked back down to see Twilight’s tiny hoof pressed on his deadly black fist. That single touch….made Optimus feel better. He didn’t know for sure but….him and Twilight felt….connected.

Twilight had so wanted to tell the Autobot leader everything she had been through.

Cybertron.

Taking a big gulp, Twilight began, “Optimus…when we were in Canterlot…before my friends and I got to you, we…”

She stopped herself and looked at Prime with wide eyes.

“We….umm…we uhhh….” Twilight took one last look as both Cybertronian and equine locked eyes. Twilight’s feeling of fear had left….Optimus had that touch that made you feel better…kind of like….Ultra Magnus.

“Yes, Twilight?”

Twilight smiled again and took her hoof off Optimus’ hand as she spoke, “It doesn’t matter now….as long as we’re together.”

Both sat there in silence again, Optimus Prime and Twilight Sparkle staring at the rising sun. This scenery almost made Optimus ignore the voice behind him.

“Twilight…..Optimus?”

The two turned around to see none other than Princess Celestia herself. Twilight’s grin spread across her face as she galloped towards her teacher and gave her a big hug. Optimus slowly stood back up and made his way to the healed princess of the sun.

He could hear Twilight trembling under the wing of Celestia.

“Princess….I-I thought you were d-dead.” Twilight whimpered as Celestia pulled her in closer.

“Do not grieve my student, I am here now to witness the Autobots leave and…” Celestia looked up to see Optimus Prime himself looking down at them, his shadow covering each of them in a powerful darkness.

“And I wish to say goodbye.”

Breaking the embrace, Celestia trotted over slightly limping to Optimus Prime who bent down to one knee so she didn’t have to strain herself in this state. Celestia cleared her throat.

“Optimus Prime, ever since my fall to the draconequus known as Discord, I have not been around to look after my subjects. But you…..you protected my kingdom from evil in ways I cannot even begin to imagine, that I must say this.”

She slowly got closer and smiled up at Prime before finishing.

“Thank you….Optimus Prime.”

Twilight watched as both leaders shook hands/hooves with each other. Optimus stood back up and watched as the sun rose over the largest hill.

“It is time.”
________________________________________

Making their way to the outskirts of Ponyville, Twilight Sparkle and Princess Celestia slowly followed the Autobot leader closer to Omega’s shuttle form which kept growing bigger with each step.

With Celestia’s focus on the ship, Twilight kept looking around at all the Autobots and…..DECEPTICONS!!!

The unicorn frozen and watched as the Decepticons were making their way into Omega Supreme with their heads low. Her breathing slowed down when she suddenly remembered…..the Decepticons surrendered.

The first to go in was the Insecticon swarm which took a long time since there was so many of them. The other Decepticons patiently waited in line and looked back and forth before taking a few steps up.

Twilight even saw Grimlock with his sword stuck on the ground. Was he forcing the Decepticons in Omega? Her mind was taken off the Dinobot and on her old friend Applejack who kept enjoying a conversation with one red Autobot.

Just at the exit of Ponyville, Ironhide was talking and becoming quite closer to a certain farm pony. Applejack looked up at Omega Supreme and sighed.

“Ah guess ya have ta go now.” Applejack frowned and dropped her head. She felt a soft touch on her chin which brought her head back up to meet Ironhide’s face.

Ironhide chuckled and said, “I guess I do, but I’m glad I got to spend as much time with you as possible.”

“Yer jus’ sayin’ that!” Applejack spat out on the verge of tears.

Ironhide shook his head, “No…I mean it. Like…when I first came to Equestria, I didn’t want anything to do with you ponies. But over time, I’ve grown quite attached to this little world and its inhabitants…..especially you, Applejack. You’re one in a million and I’ll never forget you.”

Applejack’s blush slowly spread across her face as she turned her face to the side, “Shoot, Ironhide, fer a big war machine like yerself ya sure do know how ta make a gurl blush.”

Ironhide was surprised when this mare slowly walked up to him and gave his hand a nuzzle. She sure warms up fast.

Twilight smiled when she had seen her friend get close to an Autobot, especially after they all thought they were nothing but evil monsters from another world.

Suddenly, a loud laughter was heard between two friends.
________________________________________

Deep on the edge of the Everfree Forest, those beady blue eyes watched patiently as these strange two-legged creatures were piling into a large ship of some sorts. With a quiet hiss and lick of the lips, the dark creature slowly backed away and turned towards his companion.

“The queen must hear about this.”

The two creatures spread their wings and smiled with glee.

“Long live the Changelings.”

And with that, the two scouts flew off into the air and towards the Changeling Hives.
________________________________________

Twilight Sparkle turned towards the sound of laughter and smiled happily to see Jazz and Pinkie Pie enjoying a couple of laughs before he had to leave.

Pinkie rolled on the ground and clutched her belly before she looked with teary eyes and barely managed to say, “Tell…tell it to me again! Hee, hee, hee!”

Jazz chuckled, “Alright, alright, here it goes.” Jazz then stuck out his hand in the air and shouted, “I’m Starscream, and I got my butt kicked by a little pony!”

Pinkie exploded in laughter as did Jazz as they laughed at poor Starscream’s failure. Pinkie got back up and wiped away a tear when Jazz looked straight at her.

Both of their smiles faded away like mist.

Pinkie Pie pawed at the ground and looked up at Jazz with sad eyes. The Autobot sighed and went to one knee so Pinkie could clearly hear him.

“It’s time for us to go, but I sure as Cybertron will never forget you, Pinkie Pie. Maybe we’ll meet each other again one day. And I just hope it won’t have to be for another battle where we HAVE to defend your home. I just want to visit ya know?”

Pinkie Pie giggled and said, “Oh don’t worry, I’m pretty sure we’ll run into each other in the sequel: Transformers Return to Equestria!”

“Uhhh…..sure, Pinkie Pie.” Jazz smiled with a hint of confusion located on it, instead he just held out his hand for Pinkie to shake.

“Keep smiling, girl.” Jazz said as Pinkie looked at his hand and back to his face. She smiled and embraced Jazz with a hug to the abdomen.

“Stay smooth, Jazz.” Pinkie whimpered as Jazz held her closer.

These two did share something close, and Twilight felt guilty again at how the Autobots were just leaving them. After her discussion with Optimus Prime however, she down voted that idea. The next sound of crying did not come from the energetic pink pony but from her elegant friend.

“OH CLIFFJUMPER, YOU CAN’T LEAVE!!!” Rarity wailed in despair and pressed her cheek against Cliffjumper’s chest. The red Autobot softly stroked her mane and placed her back on the ground.

“I’m sorry, Rarity, but we both knew that I could never stay here. We need Energon to live…and we can’t get it here because it will harm your planet.” Cliffjumper explained as Rarity burst into tears again.

He gently lifted up the unicorn and brought her into a tight embrace, but not harming her in any way. Rarity spread her hooves around the Autobot’s neck and clung on for what was like an eternity when Cliffjumper finally released her.

Opening her saddlebag, Rarity levitated a long scarf out and wrapped it around Cliffjumper’s neck.

“This is so you never forget me….or all the times we had together.” Rarity sighed as Cliffjumper looked at the scarf around his neck.

He smiled.

“I love it….goodbye, Rarity.”

The two shared one more hug before Twilight turned away to hide her tears. A flash of light caught her attention causing her to look up and see the space ship leaving the planet.
________________________________________

Shockwave quickly activated the ship’s thrusters and launched off of the planet of the equines. His ship had come in handy after all. Shockwave sighed heavily and held onto the steering wheel as he spoke to himself.

“I’m getting off this horrid world; Cybertron is the only place for me. I just hope Octane took care of the place in my absence.”

And with that, the ship escaped Equestria’s gravitational pull and headed straight into space.
________________________________________

As she witnessed the ship leaving Equestria, Twilight almost ignored the sounds of amazement coming from the large crowd of ponies watching the air show.

Twilight Sparkle looked up to see several flying jets soar through the skies with long black clouds of smoke trailing behind them. Lightning stuck on the black clouds of dust that fell from the backs of the Aerialbots. But it wasn’t coming from the jets….

As the large Aerialbots approached the ground, each of them transformed to reveal Silverbolt, Air Raid, Slingshot, Fireflight, and Skydive. The crowd cheered and applauded from the air show they had received from the Aerialbots.

Also…

“Look, the Wonderbolts!” Rainbow Dash squealed and held her hooves against her mouth. Twilight turned around to see her friend Rainbow Dash shaking with excitement.

She turned back around to see the Aerialbots giving a bow to each of the ponies around them. They stopped when the blur blurs landed right in front of them.

Taking off her goggles, Spitfire rubbed her hoof through her mane and looked up to see Silverbolt smiling down at them.

She flashed a smirk and began, “You got some skill, kid, and outracing us was something I never thought was possible for anypony, but then again, you are aliens after all.”

“You sure do know how to fly.” Soarin’ commented on the conversation.

“Yeah…you’re some…pretty good….flyers.” Fleetfoot breathed in heavily.

“That was a nice air show you put on, not only was ours good, but with our combined skills, we were able to make it incredible!” Rapidfire congratulated them.

“They definitely agree!” Blaze shouted pointing to the large crowd of cheering ponies. Each Aerialbot waved to the crowd as did the Wonderbolts.

Twilight’s excitement towards the cheering crowd was dowsed out by several shouts from behind her. She turned around to see the Decepticons growing impatient.

“Come on let’s get off this world already!” Barricade shouted from the line at Omega Supreme who stayed still as the Insecticons finished pilling inside.

“Yeah, some of us have places to be!” Dragstrip whined from the back of the line.

“Where do you have to go, Dragstrip, HUH, where do you have to go?!” Dead End asked with his voice low and arms crossed.

“I got…places to be.” Dragstrip kicked at the dirt.

Breakdown nudged Wildrider’s shoulder and jokingly stated, “Hehe…sure he does.”

The Stunticons immediately quieted down when their leader shouted, “Shut it, all of you!” Motormaster then turned towards the Insecticons in front of him and asked, “What is taking so long?”

“The Autobots are still saying goodbye to the ponies!” Sharpshot yelled behind him. A large groan filled the air as the Stunticons covered their faces.

“They are so weak! Weak! Weak!” Kickback screamed.

“Get moving!” Hardshell pushed Kickback so he could get up closer. The sooner they left this world the better.

The Insecticons weren’t the only ones growing impatient. Soundwave has had it with this world. Nothing made sense here. With the weather conditions very different to Cybertron’s, Soundwave struggled against the warmth of the sun.

He never felt so warm before.

It was disgusting.

As the communications officer slowly moved up a few feet, he caught the sound of giggling from a few feet away. He turned and almost sighed when he saw the Autobot Blaster with a white unicorn.

The unicorn wore dark purple glasses with a crazy blue mane. On her flank was a music symbol as more giggles erupted out of her mouth. This caused Soundwave to groan.

“Wow Blaster, you sure know a lot of good songs!” Vinyl Scratch slightly giggled and watched as Blaster transformed back into his robot mode.

“You’re the only one who actually enjoys my music! That’s why I think you’re the best pony here, Vinyl!” Blaster shouted with glee.

But his smile turned serious when Soundwave approached from behind.

Vinyl turned around and stared up to see the glowing red visor looking down at her. She smiled and said, “So you’re the one called Soundwave huh? COOL! Blaster told me all about you and how you can change into a boom box just like he can! So can ya do it?!”

“Negative.”

“Awww…but why?” Vinyl asked.

“Soundwave superior. Ponies inferior!” Soundwave finished and walked away when the line began to get shorter.

Vinyl watched him walk away and asked, “What’s his problem?”

Blaster sighed and said, “Don’t let him get to ya, Soundwave’s nothin’ but a stick in the mud.” Vinyl could agree with that as she and Blaster played some more music together.

Twilight gulped nervously when she began getting closer to the Decepticons, but Optimus Prime was right next to her so she really didn’t feel scared anymore. If any Decepticon tried to harm her…they would have to mess with the Autobot leader first.

Finally, Twilight saw her assistant Spike with Princess Luna talking to a very tall Autobot. She, Celestia, and Optimus finally came up to them as the Autobot welcomed his leader.

“Aw, Optimus, I’m so glad you’re here, the Insecticons are almost all inside. After they’re all piled in along with the Decepticons…it’ll be our turn.” Perceptor explained as he looked back down at the princess of the night.

“Well met, Perceptor.” Optimus finally spoke and watched as he and Luna talked to each other.

“So as you were saying, this other planet has one moon?” Luna inquired.

Perceptor nodded and said, “Yes, from Shockwave’s studies, this primitive world has only one moon just like this world. But OUR home world of Cybertron…has two moons.”

Luna’s eyes lit up like a little school filly’s, she gasped and said, “Two moons?! We must visit Cybertron one day!”

‘Been there done that.’ Twilight thought to herself.

Before anypony else could even talk, an angry growl passed over them. Optimus, Perceptor, Twilight, Spike, and the two princesses looked passed to see Grimlock holding up his sword over the frightened Decepticons.

“Keep moving or else!” Grimlock threatened.

As Sharpshot, Kickback, and Hardshell passed Grimlock, the Dinobot leader heard them mutter some words of insult.

“Stupid Dinobot.”

“Worthless scrap eater.”

“Freak of Cybertron.”

“WHAT WAS THAT!?!?!” Grimlock screamed and held up his sword fully intending to bring it down on the Insecticons. But the only thing that stopped Grimlock was a little voice behind him.

“Calm down, dude.”

Grimlock turned around and actually felt happy to see Rainbow Dash’s familiar face hovering above the ground. He stuck his sword to the ground and said, “Don’t tell me that even you, Rainbow Dash, would want these Insecticons to live.”

Rainbow looked over to the trembling bugs and smiled, “I don’t care about those guys.”

“Good.”

With that, Grimlock turned around and yelled right in the frightened Insecticons faces causing them to flee inside the ship in terror.

“Me Grimlock want to munch met-err I mean I want to munch metal!” Grimlock shouted and rubbed his head in pain. Shockwave’s experiments really scrambled his vocal processors.

Rainbow Dash chuckled and looked at her friend as he slowly turned back around to face her. It’s funny really; Rainbow Dash had really wanted to pound this guy’s face in when she had the chance so many days ago, now that he was leaving and she’ll never see him again….it kind of hurt her.

Sighing deeply, Rainbow looked Grimlock straight in the visor and began.

“Grimlock…I’m no good at this kind of stuff but…” Rainbow’s lower lip began to quiver but she forced herself to say it, “but I just want you to know….when you leave just…just stay out of trouble okay?”

Grimlock so wanted to say ‘I can’t promise that,’ but seeing the hurt look in her eyes, the mighty Dinobot nodded and said, “Anything for you, Dash.” Despite everything that Grimlock had been through, it was all worth it just to see Rainbow Dash happy.

Rainbow smiled and rubbed her hoof nervously; she sighed and spoke with her voice barely audible “See ya around big guy.” She finished by sticking out her hoof, Grimlock looked at it and back at her before he finally understood.

He pounded her hoof with his fist.

“NOOOOOO!!!!!!!!!!”

Grimlock and Rainbow Dash covered their heads when the loud scream had come out of nowhere. Even the Decepticons covered their heads when the scream had reached them.

“Who’s screaming?!” Spike shouted.

Optimus sighed when he had caught view of Bumblebee and Fluttershy.

“No, Bumblebee, please don’t leave!” Fluttershy screamed with tears staining her face. Bumblebee stopped walking away and turned around to see Fluttershy with her hooves pressed against his legs.

Sighing.

Bumblebee really did that a lot now.

He slowly bent down and scooped up the little equine. He held her against his chest as Bumblebee could feel the pained whimpers escaping her trembling form.

“I’m sorry, Fluttershy.”

Fluttershy looked up from Bee’s gentle grasp and quivered when she spoke, “I-I thought you were gonna stay here and…and be with us. Why do you have to leave?”

Bumblebee gifted her with soft pat on the back before speaking, “We can’t stay here, Fluttershy, I would if I could but….this other world is where we belong now. Equestria will be in danger if we stay, that is why we must leave.”

Fluttershy hugged Bee’s chest tightly and whispered loud enough for him to clearly hear it.

“I love you, Bumblebee.”

Bumblebee was….surprised to hear this. He looked down to see the tears falling down her eyes and hitting his sleek armor. This was the last time he would ever see Fluttershy. Bumblebee smiled and held Fluttershy closer as he whispered into her ear.

“Love you too, Fluttershy.”

Gently setting her down, Bumblebee saw the expression on her face had not changed. And that was the last time Bumblebee ever saw her face again.

He turned and walked towards Omega Supreme.

As Bumblebee stood with the rest of his fellow Autobots, the Decepticons had almost finished getting inside for departure. But there was one thing that still bugged one of them.

Starscream slowly made his way to Omega Supreme; behind him were the Combaticons obviously not in the mood to talk. As they all slowly approached, Starscream stopped in his tracks and looked down to his right.

Sitting there was the pegasus that had defeated him.

Rainbow Dash caught Starscream’s glare and glared right back. Starscream hissed through clenched teeth at the little pony below him. How did she defeat him? She must’ve cheated her way.

“No one makes a fool of me.” Starscream hissed as his glare on the pony intensified.

Rainbow Dash got on all fours and growled at the seeker, her glare was strong enough to break through his other optic sensor.

Starscream backed away and put his arms up as if he was prepared for an explosion. He made his way a little too quickly with Rainbow Dash still glaring at him.

“Hehe…just did.” Rainbow smirked.

Onslaught shook his head and looked down to Rainbow Dash, “You’re the one who beat the scrap out of Starscream?”

The cyan mare nodded and glared at the Decepticon group in front of her, not letting down her guard for a second. Vortex put up his hands and said, “Easy now, we don’t want any trouble, we just want to say thank you.”

“What?” Rainbow asked with her glare disappearing.

Brawl answered her with a pounding of his fists, “Starscream is an annoying pest, and you sure showed him whose boss.”

“Even if that boss….is a little pony.” Swindle chuckled.

Blast Off laughed and said, “Maybe this pony here could teach us some flying lessons.”

“Don’t overdo it, Blast Off.” Onslaught growled and made his way down the line with his fellow Combaticons following.

If Optimus thought a Cybertronian could be afraid of a pony, than he could obviously think what just happened next must have been true as well. He turned towards Perceptor and asked the one thing he must know for sure.

“Perceptor, how goes the search for The Ark?”

Perceptor brought his attention off of the princess of the night and onto his leader. Perceptor coughed and began to explain, “Optimus, the Aerialbots have successfully located The Ark deep in the forest. Wheeljack had just left to find it and re-activate it.”

That’s all Prime needed to here.

He activated his comms link and asked, “Wheeljack, how goes The Ark?”

Twilight listened intensively as Wheeljack’s voice answered, “Optimus, thanks to Omega Supreme’s generous supply of Energon, The Ark’s boosters are ready to fly off this world.”

“That’s the greatest news I have heard all day.”

Optimus turned around to be fully greeted by his old foe. Megatron looked at Optimus and scowled.

“Prime…”

At the mentioning of his name, Optimus’ optics narrowed at the Decepticon leader slowly approaching them.
“Megatron…”

Twilight and Spike backed away when Megatron had fully approached them now. Megatron looked at the ponies with disgust and then back at Prime.

“Your precious Ark is ready to fly, which means…” Megatron said and pressed his comms link, “Ramjet, have your seekers found The Nemesis?”

Ramjet’s deep voice answered, “We found it, the Energon in it is just enough to get off this world.”

“Excellent, Ramjet, once we leave this world from Omega Supreme, I want you and your seekers to follow us in The Nemesis itself.” Megatron ordered.

“Will do. Ramjet out.”

Megatron put his arm down at stared straight ahead. But his focus wasn’t on the cowering specs laid before him; it was on his fellow Decepticons now inside Omega Supreme.

Megatron scowled and said, “Pathetic, I expected more out of my loyalists, being defeated by a weak life-form?!” Megatron clenched his fist and shouted, “They are not fit to be called Decepticons!!!”

Twilight and Spike gulped in unison. Suddenly, Princess Celestia stepped forward at this new giant.

“Celestia, no!” Twilight warned but it was already too late.

“Excuse me, sir?” Celestia politely interrupted. Megatron looked down to see a white pony with wings and a horn, much different than the other type of ponies he had seen before.

“What is it?” Megatron asked on the verge of screaming.

Celestia calmly smiled and said, “My sister Luna told me about your heroism in stopping Discord, and I just wanted to say thank you for helping protect my kingdom.”

Megatron tilted his head and crossed his arms, “I do not care for this world, and Discord just stood in my way along with all these other worthless equines!”

“Megatron…” Optimus began to speak with his voice high, until the Decepticon interrupted him.

“Wait; did you just say YOUR kingdom?” Megatron asked the alicorn below him. Celestia nodded. “Huh…I guess I expected more out of the ruler of this world then to be just another pony.”

Right before the princess could intervene, Megatron turned towards Prime and said, “The sooner we get off this planet the sooner we get back to Cybertron! And once there, our truce is over, Prime.”

Optimus looked back at Megatron and said, “Omega Supreme does not have enough Energon to make it all the way back to Cybertron,” He placed his hand on his brother’s shoulder as he continued, “Our future relies on the primitive world, Megatron.”

Megatron clenched his fists in anger. He could see the ponies beginning to back away; they were smart to do that when Megatron’s anger exploded.

“WHAT?! What about our home, Optimus?! What about Cybertron?! You are just going to abandon our home for another world?!” Megatron shouted right in Prime’s face.

“Not me, Megatron, us.” Optimus said as Megatron backed away, “Our home is dead; we must take refugee on this primitive planet until we can find a way to re-activate Cybertron.”

Megatron watched as Optimus Prime faced the ship again and said, “It is our only hope.”

Sighing deeply, Megatron looked at Omega Supreme and frowned. He turned back towards Optimus and said, “Very well, but when we return to the world this truce is off!” And with that said, Megatron walked passed each of them and made his way into Omega.

The last Decepticon to step foot in Equestria.
________________________________________

Slowly….ever so slowly….the Autobots came together.

The large population of Ponyville stood in awe as these massive aliens were on their departure. Celestia’s sun was still rising, as was the temptation of leaving.

Twilight Sparkle, Applejack, Rainbow Dash, Pinkie Pie, Fluttershy, and Rarity, the Element Bearers, stood tall but with no smiles. They were all hurting inside, from the Autobots leaving Equestria in order to save it….

Their last sacrifice.

Princess Celestia and Princess Luna stood by the Elements of Harmony when they saw Shining Armor and his wife Cadance shortly arrive to see the Autobots off. Spike came to Twilight’s side and softly patted her on the back when he saw the tears in her eyes.

“Is everything ready, Ratchet?” Optimus asked.

Ratchet checked his Intel and nodded, “Omega Supreme is ready, Optimus, it is time.”

Optimus Prime nodded and turned towards the Equestrian race. With a single sigh, Optimus turned towards his Autobots and nodded.

“Let’s go.” Ironhide said with his voice low.

Following Ironhide inside Omega was Ratchet, then the Aerialbots, then Jetfire, then Sideswipe, then Warpath, followed by Jazz and Cliffjumper.

The two Autobots gave each other a fist bump before they stepped inside.

Next was Hound and then Blaster who waved to a certain DJ. Last ones were Perceptor and the Dinobots. Slug dared not face Equestria again as Swoop and Snarl trudged inside.

Grimlock stopped and looked at all the ponies he had once called freaks. There he saw Twilight, Rarity, Pinkie Pie, Applejack, Fluttershy, and Rainbow Dash.

He felt something he never felt before: sadness.

He took it back, he took it ALL back. Now he knew….these ponies were a proud and powerful race. With a single nod to the massive crowd, Grimlock slowly made his way inside Omega Supreme.

A single tear fell down Dash’s face.

Bumblebee stopped at the entrance of the massive ship, he looked back one last time to see….Equestria. The last time he’ll ever see those bright colors or smiling faces hurt him. He opened his mouth to say one more thing….

…except nothing came out.

Bumblebee turned back around and walked inside Omega Supreme…..

Optimus Prime.

That name will always be remembered in Equestria. Be it in history or just in memories that will never return, Optimus stood in front of the equines. He could see each of them….no…he knew each of them.

Twilight….Rainbow….Fluttershy….Applejack…..Pinkie….Rarity….Celestia….Luna….

These were his friends; he will never forget everything they have done. But this time….he would prove how much he loved them.

Stooping to one knee, Optimus Prime bent down to perfect eye level with Twilight and the others. He blinked a few times before beginning his long speech.

“All of you, words cannot describe how much I will miss each and every one of you. Twilight Sparkle, Fluttershy, Pinkie Pie, Rarity, Applejack, and Rainbow Dash, I owe each of you my life, I am in your debt….you have saved my life….you are the true heroes here not me.”

Optimus Prime looked at the farm pony and gently pushed the bit of hair out of her vision.

“Applejack, you have proven to be honest and trusting of each of your friends and I. Even when those were lost in the obscurity of fear, you have told them to go the right path….honestly. For which I now know….you are the Element of Honesty. Goodbye Applejack.”

Applejack tipped her hat and let a tear role down her face and touch her smile. Optimus leaned his head over to the next pony.

“Fluttershy, for when I first met you, I knew you were never comfortable with meeting my fellow Autobots. And I would not blame you. But over the course of time, you have grown attached to us in ways I cannot understand. Your kindness to us just makes our ordeal of leaving a little bit….happier. You ARE the Element of Kindness. Goodbye Fluttershy.”

The yellow pegasus shivered when Optimus gently rubbed the top of her head….and even though watching her close friends leaving forever….she couldn’t hold back a smile.

Optimus turned towards the next pony. She smiled broadly when Optimus placed a finger on her chest.

“You, Rarity, your generosity towards my team and I have shown….that not only will you give up your looks for your friends, but you will also give up your life for your friends. There is no greater generosity than a life….but you do not need to worry about that anymore….you are safe and sound now. Element of Generosity, Ms. Rarity, goodbye.”

Rarity’s tears hit Optimus’ finger as she embraced him with all she had. Every hug she had given, Hot Rod, Cliffjumper, and now Prime, this one was the hardest to let go.

As the unicorn dropped to the ground, Optimus faced a pony whose attitude was almost as bright as her smile.

“Pinkie Pie, I think I will miss you most of all. You have proven that we can laugh in the face of fear, no matter what gets tough later on, we will always know to smile at anything that could harm us. You have proved that to me and shown me that with a little laughter in life…..we can always live happily. Thank you, Element of Laughter, and goodbye.”

Pinkie’s smile was so big that it looked like her entire face would fall apart if she stopped instantly. Optimus gently stroked her puffy mane and moved on.

Optimus’ optics narrowed on the winged pony before him.

“Rainbow Dash, your loyalty towards your home has showed that with a little effort, the least likely can be the most dangerous. Your loyalty towards your friends shows that you will never put them into harms way, but bring them from evil. You have proved to me….that we will never underestimate any race, be they big or small, weak or strong, it does not matter. As long as they have that spirit inside of them….to never give up. Rainbow Dash, Element of Loyalty, this is goodbye.”

Optimus gently tussled her already messed up mane as the blue mare smiled underneath his mighty hand on top of her.

Optimus prime had reached the last one….and the one he cared for the most….

“Twilight Sparkle…”

The said unicorn gently stepped forward as Optimus bent down even farther. That simple image in front of her reminded her of the vision she had received on Cybertron….Optimus.

Optimus continued, “The Element of Magic, with its power it can save even the most war-torn planets there are. The Elements of Harmony are united and will never be broken up….because of you and your friends….”

Prime pointed to each Element Bearer as he spoke, “Honesty, Kindness, Generosity, Laughter, Loyalty, and finally Magic, with these combined the Magic of Friendship lives on. Be it on the most dreaded of locations……or even different worlds.”

Twilight and her friends gasped when Optimus had said that, because when he turned towards Twilight, the little unicorn’s heart skipped a beat with what he just did.

He winked at her.

As Optimus Prime slowly stood up on his own, he took one last look at all that Equestria had to offer. It’s rising sun, it’s peaceful inhabitants, all of it almost made him forget what he was about to say.

“Goodbye Equestria, goodbye ponies, goodbye……Twilight. Maybe our paths will cross again one day….and when that happenes….it will be glorious…..but until that day…..till all are one.”

That was the last word they had ever heard Optimus Prime ever say before he turned around and made his way into the ship. He stopped at the entrance and took one last look at everything. With a single nod…..the door closed.

All was a little too silent. The mares and all of Ponyville were speechless. Not even the Princesses could fully grasp the thought of Optimus Prime’s wisdom.

It met no ends.

The bottoms of the ship burst to life.

The ground where Omega Supreme was staying was incinerated by the intense fire erupting out of the bottom tubes. With that push, Omega slowly rose from the ground. The power of Omega’s blasters caused several pegasi to fly to the ground in order not to be pushed back. Applejack held onto her hat as the air pushed it right off.

Finally, Omega Supreme used his full power to launch itself off of the ground and into mid-air. It kept rising with each passing second as the Princesses, ponies, and dragon stared at it with huge eyes.

Suddenly, the forest trembled as two massive objects rose from the ground. The equines took this moment to fully see The Ark and Nemesis for the first time.

The Ark was massive. Its outer shell was light gold with several scratch marks and dark holes, representing all the battles it has been in. It had five blue eruptions coming from its underside as it slowly made its way above the atmosphere.

The Nemesis was terrifying. Then again, if it was the leader of the Decepticon’s ship, then it had to be horrible. The entire outside was dark purple as giant tips came from the underside to make the ship even scarier. The Nemesis slowly made his way into the heavens above, following both The Ark and Omega Supreme.

They kept staring until……

……it was gone.

Along with the Transformers.

Twilight allowed the dam to break and the tears to fall. It was definitely the perfect time to do so after all. She would never forget them or the impact they made, not only on their home….

But on their lives.

Till All Are One

"The End.”

Applejack closed the book she had been reading to her little sister. Speaking of Applebloom, the tiny foal was fast asleep in her bed with the covers over her mouth. The farm pony placed the book on the cupboard and kissed Applebloom goodnight.

She was so glad her only sister was safe and sound.

Turning off the light, Applejack made her way through the hallway and into her room. There she took off her hat, placed it on the hanger, and laid down on the soft mattress.

It felt much softer tonight than it had other nights; she didn’t know why….but there was one thing a miss.

“Ah can’t sleep.” Applejack muttered to herself and hopped off her bed.

She slowly approached the window and pushed it open, the soft breeze of the summer night felt so good against her velvet skin. These nights went by so fast. Soon it would be Applebucking season, and then Winter Wrap Up…and then all over again.

Applejack rested her chin on the edge of the window and sighed. Ironhide was the only Autobot that she really connected to….and now….he was gone forever. She sure would never forget him for what he did….nopony would.

She smiled with a tear strolling down her face.
________________________________________

As Fluttershy finished feeding her last animal, she yawned so deeply that her entire mouth hung open. She looked out the window and saw that the high moon.

“It’s really late; I have to get to bed.” Fluttershy whispered and trotted up the stairs into her room.

When she arrived, Fluttershy went to the bathroom and softly brushed her teeth. With each stroke, Fluttershy felt a little better than she had a few days ago. That night was horrible. She cried under a tree for so long while several forest creatures came to her side to comfort her.

But she wouldn’t tell them what was wrong.

After rinsing, Fluttershy yawned again and climbed into her bed. She lifted the covers on top of her and rested her head on the soft pillow. Sighing, Fluttershy closed her eyes and imagined the blankets to be Bumblebee’s powerful grasp around her.

Fluttershy clenched her eyelids when the tears began to form, she promised herself not to mention Bumblebee or his name….it would only make things worse.

For several hours, Fluttershy twisted and turned in her bed. She finally stared up at the ceiling and knew she had to get these tears out.

“I miss you, Bumblebee.”

She cried herself to sleep.
________________________________________

Rarity’s eyelids slowly opened and fell.

She kept sowing her newest design until the sun fell and the moon rose. Her work meant everything to her, just because someponies thought that she was a little too focused on her work, doesn’t mean she was.

Rarity sighed when she had finally finished. It had taken hours but it was all worth it. Spreading the outfit on the table, Rarity smiled through tired eyes to see it had come out just the way she wanted it.

A red Autobot symbol on one of her newly designed dresses.

“They’re going to love it.” Rarity smiled and magically lifted the new outfit on one of her dummies. It fitted perfectly.

Rarity yawned again and made her way to the bed. She looked back to see her room a mess. The unicorn simply shrugged and realized that she would fix it all up tomorrow. Making her way to her comfortable bed, Rarity’s eyes fell immediately she placed her head on the pillow.

She hadn’t realized how tired she was before she fell asleep.

Rarity was a dreamer with big ideas. But this night just felt a little different. Her new design had opened her imagination….and it spread to her dreams. She was in a glorious place. Ponies shined with such vigor that it made the unicorn gasped in delight.

She was in the world she always dreamed of; luxurious places filled the streets with uptight pedestrians infesting the ever-growing city.

All of a sudden, a light glimmered in front of the unicorn as a giant being stepped down with a black hand held in front of her. Rarity gasped when she saw Cliffjumper smile down at her.

“Hey Rarity.”
________________________________________

Pinkie Pie pushed her door open.

A light spread through her room as she flipped the light switch. Hopping joyfully inside, Pinkie placed her newest party hat down on the floor from her recent party she had hosted.

She holstered back and sneezed sending several pieces of confetti all over the ground before remembering her awesome party.

Everypony knew this for a fact: Pinkie Pie was a party animal. She hosted the best parties Equestria had ever seen. But the energetic pink pony didn’t feel happy tonight, during her party, she kept thinking about all the dancing and remembering how Jazz used to dance like that.

“Jazz…” Pinkie muttered as her mane suddenly deflated. She sure did miss Jazz and his awesome ways. That’s the reason she liked Jazz so much, he kept his cool no matter how bad times seemed.

Her mane puffed up again as did her smile.

“Keep your cool.” Pinkie said confidently and looked at her bed. Even she felt tired this time. As she laid down, Pinkie clapped her hooves and the lights went off. She turned to her side and smiled.

“I wonder if Jazz will be in the third game.”
________________________________________

After finishing a midnight flyby, Rainbow Dash’s chest puffed up and down from the intense speeds she was going. Breaking the sound barrier wasn’t new to her.

Rainbow looked forward with tired eyes when she had gotten home. She pushed open her door and slowly made her way to her bed. The soft clouds under her hooves made her attitude feel a little better.

She hadn’t smiled ever since Grimlock had left, sure she forced a smile when her friends were nearby but that was it. She knew they felt the same way. Why did she even care about Grimlock? He was nothing but a stone-cold warrior; he didn’t care about her….

“Gotta stop thinkin’ bout this stuff.” Rainbow told herself when she finally made it to her bed.

It was true. Thinking about Grimlock only made her feel worse. His leaving made her cry, she only cried when-

“No, I am NOT a wimp!” Rainbow forced herself to say it and rested her head on the soft pillow.

“Great, now I can’t sleep.”

Dash looked over and picked up one of her favorite books. Daring Do always made her tired, especially on nights like this.

“Some reading ought to do it.” Rainbow sighed and opened the front covers. It had been a few hours until Rainbow Dash got to next page and the next.

“The world was safe and sound once again, thanks to Grimlo-I mean Daring Do!” Rainbow suddenly closed the book and looked around. The room was quiet, dark as well. Nopony heard her say that.

Rainbow Dash sighed with relief and laid her head down. Her favorite book clutched in her hooves and nopony around to ruin the moment.

Dash opened her eyes and turned her head to the side, her pile of Daring Do books rose above even her bed covers. She sighed and turned the other way.

Her mind raced a million miles an hour. From flying into the high heavens above or just re-living some famous moments, Rainbow didn’t want to think about it but her mind had already taken over.

The moment she never gave up on her friends was one she will remember forever. She played a little scene inside her head and smiled with glee as if she was in a story.

‘My friends were surrounded; all hope was lost when the Decepticons slowly closed in on them. I could hear my closest friends screaming my name just waiting for their friend to save them. That’s when I knew the time was right. With Grimlock by my side we kicked those Cons’ butts and saved the day! Thanks to me and Grimlock, we were the true heroes!’

Rainbow opened her eyes to feel them burning. She brought her hoof up and softly rubbed each one to find her hoof stained with liquid.

She hadn’t realized it but she had been crying.

Just as she was about to slap herself, she suddenly stopped. Rainbow’s expression of shock settled down as she accepted it and closed her eyes again. Tears of joy falling from her eyelashes and hitting her covers.

Grimlock may have been violent, stupid, and even mean at times, but that’s what she liked about him. Rainbow Dash didn’t know if Grimlock could hear her right now which he obviously couldn’t but she didn’t care anymore and just admitted it to herself.

“Love ya, big guy.”
________________________________________

Twilight Sparkle opened her eyes.

Sitting up in bed, Twilight allowed herself to cry to sleep. It definitely didn’t hurt to cry anymore…..this felt….happier. Yawning, Twilight looked out the window to see the full moon. She couldn’t sleep.

The unicorn ever so slowly fell off the bed where she saw Spike sleeping soundly. His little chest rising and falling made the student of Princess Celestia smile.

Kissing him on the forehead, Twilight watched as Spike stirred in his sleep but never woke up. Twilight made her way passed Spike and quietly trotted towards her balcony. Pushing the doors aside and taking the first few steps out, Twilight shivered when the cold night air hit her velvet skin.

The sound of crickets came fast as Twilight laid her head on the railing surrounding her balcony.

She almost couldn’t believe it.

She almost couldn’t believe that it had been two months since the Autobots have left Equestria forever. It feels like yesterday, that Twilight could still hear Optimus Prime’s powerful voice echoing in her head.

Her emotions, her feelings, she wanted to tell somepony but….who?

Who?

Who?

“Hoo…”

Twilight lifted up her tired eyes to see none other than her little delivery pet; Owlicious on the railing and tilting his head at her. She smiled and saw that he had a scroll in his mouth. He dropped the blank paper and saw Twilight pick it up.

She looked back and levitated a quill and ink from inside. Plopping them on the railing, Twilight opened up the blank paper, dipped the quill in the ink, and began writing.

‘Dear Princess Celestia,

For the past two months I’ve been having strange feelings. It’s like….the Autobots never truly left, that they still live inside all of us. I feel connected to them as do all my friends. Rainbow Dash to Grimlock, Applejack to Ironhide, Pinkie Pie to Jazz, Rarity to Cliffjumper, Fluttershy to Bumblebee, and me to….Optimus.

If these feelings are real, then that means my lesson I have learned is real. I want to tell you a very important lesson I learned about friendship.

I learned that even though they seem scary at first, the most frightening can even be your best friend. Never judge a book by its cover…even if that book can be here to protect us….or destroy us, we must all know that the Magic of Friendship will live on.

It will live on no matter how far of worlds we are apart; it will live on no matter how many tears were shed or how much blood was laid. It will live on……till all are one.

Your faithful and beloved student,

-Twilight Sparkle’

Drip.

Drip.

Twilight opened her eyes to see her letter to the princess complete but two drops of liquid that was not ink laid on the paper.

Drip.

Twilight wiped her eyes and saw that she had been crying. But these were not tears of sadness….these were tears of joy. Joy that their home was saved and would live another day. Joy that they had made such great friends. Joy that tells her……friendship will live on.

“Till all are one, Optimus……till all are one.”
________________________________________

-Earth-

-Location: The Nemesis-

“What did Shockwave do here?” Megatron asked no one in particular. Soundwave kept typing away at the keyboard as Starscream entered the room with Onslaught.

“How goes the defense protocol?” Onslaught asked Soundwave.

Soundwave faced the Combaticon and answered, “The Nemesis remains unresponsive to my orders. No matter what I type in, the ship keeps refusing to accept the repairs.”

Starscream chuckled and leaned on the side of the wall before saying, “Funny isn’t it, Megatron? How you surrendered to adorable little ponies was simply hilarious!”

“At least I didn’t get my assets kicked by a pony!”

Megatron aimed his cannon at the seeker and fired. Starscream flew back and hit the wall with a hard thud. Megatron put his cannon away and watched as Soundwave kept typing. The Nemesis had successfully gotten Megatron and his warriors to the primitive world. They hadn’t decided on landing yet.

“How are the Energon supplies?” Megatron asked. Soundwave and Onslaught turned around as the communications officer spoke.

“Energon is at full capacity. But strangely, most of it has been altered to the transforming cog.” Soundwave explained.

“Now why would that be?” Onslaught rubbed his chin.

Their answer came from the deep growl that echoed through the ship. Megatron looked around frantically as did Soundwave and Onslaught. The growl grew louder with each passing second.

Starscream stood back up and wiped his chest before walking towards Megatron and smiling at his horrid expression.

“Was that really the smartest plan you had on Cybertron?”
________________________________________

-Location: The Ark-

Even Primes could feel sorrow.

Because that’s what Optimus Prime felt as he stood triumphantly on top of the largest hill he could find. He stared ahead at the setting sun before him as did his fellow Autobots.

Optimus sighed again for what felt like the hundredth time he had sighed. It had been many months since their acceptance of Earth as their new home. Megatron didn’t take kindly to that. For when they arrived to Earth, Megatron kept his promise and forced the Autobots to surrender at once.

Autobots never surrender.

The battle rages on between the Autobots and Decepticons. Even though they had left Equestria and all their friends…..it was for the better.

As he stood there on the hill top facing the sun, Optimus Prime heard his old friend beginning to talk.

“You did it, Prime.”

Optimus looked back and said, “We did it, Ratchet, all of us.”

Jetfire, Ironhide, Wheeljack, Ratchet, Grimlock, Bumblebee, Cliffjumper, and Jazz nodded in agreement as their leader continued.

“There were many battles and deaths on Cybertron, but now we can start new and hopefully live in peace on planet Earth.” Optimus explained. Bumblebee stepped forward and nudged Optimus with his hand.

“Optimus, what about Megatron?” Bumblebee asked.

Optimus faced Bumblebee and said, “Megatron shall remain on Earth with us,” he faced the sun again, “and I know he will try to stop us again, for his lust of power will know only the boundaries of his own pride.”

Wheeljack stepped forward and nervously rubbed the back of his head, “Optimus, the Ark…it ummm…we successfully landed it but….it will take a long time for us to fix it up. We need Teletraan back online soon so we can learn more about this world. Omega Supreme still needs some Energon. In shorter words…we won’t be leaving this planet anytime soon.”

“That will not matter, Wheeljack,” Optimus said, “for we do not need to go anywhere anytime soon. We shall remain here, we will find new forms of disguise, and we will make friends with the human race.”

A moment of silence was imminent when Jazz decided to break the silence, “So how about those disguises?” Jazz asked, “Because I saw some totally rad cars here on Earth. These humans sure have some style!”

“Only you, Jazz.” Cliffjumper laughed as Jazz playfully punched him in the shoulder. Optimus turned back to his fellow teammates and nodded.

“Go on without me, I….need some time to think.” Optimus said and faced the sunset again.

“Of course, Prime, meet ya back in The Ark.” Jetfire nodded and transformed. He flew off as Ironhide, Wheeljack, Bumblebee, Jazz, Cliffjumper, and Ratchet followed closely behind him.

Grimlock stayed and watched as Optimus Prime faced the sunset not saying a word.

“Not bad, Prime.”

The Autobot leader turned back to see Grimlock with his arms crossed and face stern. Optimus nodded and said, “Thank you, Grimlock. Coming from you….that means a lot.”

Grimlock gave a rare chuckle and faced the sunset again. His arms dropped to the side as he sighed with grief.

“This world is not all bad, definitely not Cybertron…..but still good enough.”

Optimus watched as Grimlock placed a giant hand on his shoulder and patted it. Grimlock gave one single nod before turning around and leaving.

He was all alone yet again.

Optimus blinked and stared ahead at the sunset, he placed his hands on his hips and knew for sure….that it was time. Time to set things straight. Time for all of those Autobots above….to know where to go.

“Our worlds united by a force that can never be broken and a history we will learn to overcome one day. Our future remains on planet Earth for now and our fates are yet to be determined. But one certain fact that can never be shattered is friendship. The world we have spent on before Earth is known for its peaceful race and powerful beliefs. Oh how I wished Cybertron could have been like this world, so many brothers could have survived, and so many will live on…above the endless stars.”

“I am Optimus Prime, leader of the Autobots, and I send this message to you Twilight Sparkle, you and your friends are the true heroes. For not only have you have taught us the most important thing we can ever know, but you have proven…that there is more to you than meets the eye. And the enemy will know….never to underestimate you…because the power you hold is stronger than anything we had ever witnessed…and that is….the Magic of Friendship.”

“If you receive this message than pray….pray that we will see each other again one day, not to protect against evil….but to live in peace and harmony. That is all we have ever wanted and will ever need so that our race can survive. The Magic of Friendship will live on.”

Optimus sighed for what felt like the millionth time. It was all over. The Matrix had lit Equestria’s darkest hour…..but not Earth’s. Optimus Prime let his arms fall as he turned away from the sunset. Their true destinies were close at hand as he made his way down the hill.

The last of the Primes would never forget all the Autobots who gave up their lives for freedom. Just like he would never forget all of the ponies he had met during his days in Equestria.

And he never did.

“Till all are one.”

The End…

Author's Note

There is now a sequel to this story: Transformers: Equestria's Darkest Hour

A big thanks to edCOM02 for making the cover image! :moustache:

Old Times, New Battles

Twilight had suddenly remembered what Optimus showed her friends and her, that strange light show that had a picture of a powerful being; it was Megatron, the leader of the Decepticons. This was Optimus' greatest foe? He didn't seem so dangerous.

"Hello, Prime." Megatron smirked and walked closer. Optimus got in front of the ponies and put his hand up.

"Not now Megatron, there are innocents here!" Optimus yelled.

Megatron laughed and the ponies got a little frightened, it was a dark and evil laugh that caused the ponies to shiver. "There were innocents on Cybertron, Prime, that never seemed to stop you." Megatron smiled evilly.

Optimus clenched his fists and glared at his nemesis. All the ponies stayed behind him and looked from behind his massive legs, but of course, Pinkie's curiosity got the best of her.

Pinkie dashed forward and looked up at Megatron, smiling from ear to ear.

"Pinkie, no!" Optimus yelled but it was far too late.

"Hi, I'm Pinkie Pie, so you know Optimus? That's so cool! So what are you here to do? Be friends with us? Party with us? Eat us? Megatron sounds like a cool name, don’t you think? Pinkie Pie is a cool name too but Megatron just sounds so STRONG!" Pinkie said and flexed out her arm to show how strong she was, which she wasn’t.

Megatron looked at her disgusted and lowered his cannon at her.

"Get away you disgusting germ!" Megatron yelled and fired.

The ponies, Spike, and Royal Guard gasped. Pinkie's eyes got bigger as the energy ball went straight for her. Luckily, Bumblebee grabbed her and got out of the way as the blast destroyed the ground where Pinkie was just a few seconds ago.

Pinkie stuck her head out of Bumblebee's arms and said, "You big meanie!"

"I've had it with this world! I'm going to bring it to fiery inferno! I will kill every living being on this planet and suck it dry of energy!" Megatron yelled in anger but then looked back at the Autobots.

"But first, I'll finish all of you off." Megatron threatened and raised his hand forward.

"Decepticons, attack!!!"

The forest erupted with many giant beings they fired blasts from their guns at the Autobots who fired back. The ponies, Spike, and Royal Guard were too frightened and confused to know what to do. Many flying triangles came from the skies and shot at the Mane 6, they closed their eyes not expecting what to happen.

Fluttershy opened her eyes to see Optimus in front of them with a smoking chest, he had just been shot! Optimus looked back at them and picked them up in his hands. The Mane six, Cutie Mark Crusaders, and Spike were placed on the outside of the battlefield.

"You'll be safe here." Optimus told them.

Twilight looked frantically and screamed, "Where’s Shining Armor?!"

Optimus looked back and saw Shining Armor shooting strange beams from his horn at the Decepticon Onslaught, who merely laughed and kicked him aside. Twilight screamed again.

Optimus charged in and punched Onslaught in the face, sending him crashing to the ground. Optimus Prime picked up the unconscious Shining Armor and placed him with the rest of the ponies. Twilight nudged him with her nose and Shining didn't move. Twilight was getting worried.

"He'll be alright, he is just unconscious." Optimus assured her and got back up. To the ponies amazement, Optimus' right arm transformed into a shining blue barrel. Optimus cocked it and looked back at the ponies.

"Stay here." He told them, the ponies got the message, don't try and be heroes.

Optimus charged forward and shot blasts from his path blaster at the Decepticons who fired back. Megatron saw Prime coming for him and brought his hand towards a group of Decepticons.

"Onslaught, Brawl, Vortex, Blast Off, Swindle, combine into Bruticus!" Megatron ordered.

The ponies were even more amazed when they saw the five giants combine into this towering colossus. He had to be at least 90 feet tall! He trudged through the battlefield and shot at the Autobots who tried to block the massive blasts.

When this mighty Decepticon named Bruticus was getting close to Optimus Prime, the unthinkable happened…

….a giant roar was heard coming from the forest.
________________________________________

-5 minutes earlier-

Grimlock, Slug, Snarl, and Swoop, were pacing themselves through this never ending forest, all except Swoop who was flying above them, locating the Autobots. Grimlock was just relieved to be reunited with his Dinobot brothers.

"This is taking too long; I want to fight some Decepti-goons!" Slug complained as he was assisting the injured Snarl.

"We will not fight until we found the Autobots, than we find Decepticons who we can crush." Grimlock explained.

Slug grumbled and looked up at Swoop, "What is taking so long, Swoop?!" Slug yelled.

“I can't find the Autobots. My locator is actin’ weird." Swoop said.

Grimlock and Slug grumbled in anger, except Snarl who winced in pain again and held his injured side. After another few minutes, Swoop heard the sound of gun fire.

"I here gun fire! YES, Bots and ‘Cons are fighting not too far away!" Swoop cheered and dashed forward.

"Yes! I finally get to fight!" Slug yelled and dropped Snarl. Slug ran forward, only to be stopped by Grimlock.

"No, I'll go in first and then you follow!" Grimlock said.

"NO!!! I want to fight now!!!" Slug yelled.

"I am your leader, you do what I say!!!" Grimlock said and moved his face in closer. Slug backed up in fear.

"Okay Grimlock, but I shall assist when I want to." Slug said and picked up Snarl again.

Grimlock looked up and yelled, "Swoop, get back here!!!"

On cue, Swoop landed and transformed. He looked at Grimlock with anticipation. Grimlock stepped forward in front of the Dinobots and transformed into his dino form. Grimlock's T-Rex head looked back and said, "I will go first, you follow."

Slug and Swoop nodded. Snarl just put his head down in disappointment, knowing that he can’t be much of help. Grimlock reared his head back and roared as loud as he could. He then suddenly charged towards the sound of fighting.
________________________________________
The ponies and Spike looked at a side of the forest and saw Grimlock break through the trees and charge at Bruticus.

Twilight beamed and said, "Grimlock is back!"

"Is that a good thing?!" Scootaloo screamed.

"You'll see!" Rainbow Dash said and stared forward at Grimlock charging Bruticus.

Bruticus looked down and saw the mighty Dinobot heading right for him! Grimlock brought his jaws forward and bit down on Bruticus' leg. Bruticus shook him off and punched Grimlock in the face. Jazz fought through the battle and somehow, got behind Bruticus. Jazz used his grappling hook and launched himself to Bruticus’ back. When he climbed all the way up to Bruticus’ head, he shot him several times with his gun.

Bruticus shook his head trying to get Jazz off; until the ponies noticed two other Autobots come from the forest too! The first one transformed in midair and was now a four-legged beast with horns on its head, it charged at Bruticus with smoke erupting from its mouth. The second one, the ponies recognized, it was the one that saved them. This one transformed into the giant metal bird and flew at Bruticus.

The first one rammed its head into Bruticus' leg; Bruticus fell to one knee as Grimlock breathed fire all over his chest. The second one flew up above and shot blasts at Bruticus' back.

Bruticus had enough and swatted Swoop out of the sky, Swoop crashed on the ground with a loud screech. Bruticus got back up lifted up Grimlock and threw him against Slug. Optimus saw this and acted quickly.

"Aerialbots, Transform and merge into Superion!!!" Optimus ordered.

Silverbolt, Air Raid, Slingshot, Fireflight, and Skydive transformed into their colossus form. They were the same size as Bruticus. Superion and Bruticus charged at each other and locked hands, each one trying to push each other aside.

Megatron was getting tired of this and yelled, "Scrapper, Scavenger, Bonecrusher, Long Haul, Mixmaster, and Hook, combine into Devestator!" The Constructicons did as they were told and formed Devestator. Megatron looked at another group of Decepticons.

"Motormaster, Breakdown, Dead End, Wildrider, and Dragstrip, combine into Menasor!" Megatron ordered. The Stunticons did just that and were now their massive form of Menasor. Megatron pointed at Superion and yelled, "CHARGE!!!"

Devestator and Menasor charged and attacked Superion. Bruticus got back up and saw Devestator and Menasor holding Superion's arms. Bruticus walked forward and delivered a punch to Superion’s unsuspecting face.

Fluttershy covered her eyes and said, "I can't watch!"

Applejack nudged her and said, "Look!"

Fluttershy opened her eyes and saw a new Autobot come out of the forest where the other ones did. This one struggled to transform but eventually did and it was now a giant spiked monster on all fours. This Autobot swung its tail and knocked Devestator on the ground.

Superion got back up and knocked Menasor on his back; Superion then tackled Bruticus and gave him several punches to the face. Megatron was getting frustrated after his greatest fighters were being defeated. He then saw something that made his circuitry freeze.

Optimus Prime was charging right for him.

Megatron shook away the fear and charged as well. Two Autobots tried to attack Megatron but the mighty Decepticon lord brought out his mace and smacked the Autobots Warpath and Wheeljack with his mace. They landed on the ground in pain.

Megatron aimed his cannon and shot twice at Optimus. He hit both shots perfectly on Optimus' chest but Prime kept moving forward! Megatron looked up and saw Thundercracker and Skywarp heading for the Prime.

Thundercracker transformed and shot at Prime with his neutron assault rifle. Skywarp transformed, brought out a sword, and sliced at Optimus. Prime blocked the sword and hit Thundercracker with his path blaster. Skywarp sliced again but Optimus was too quick and shot Skywarp in the face. The two seekers were out of the battle.

Optimus brought his gun back up but Megatron kicked Prime in the chest. Optimus fell to one knee as Megatron stood above him. Optimus looked up to see the face of his old enemy.

"I've waited a millennia for this, Prime, time to meet your superior." Megatron said and raised his mace.

"NO!" Twilight shouted but immediately covered her mouth.

Megatron looked over and saw the ponies hiding in the bushes. "Awww, so these are the species of this planet." Megatron said as he began walking towards the ponies. Optimus grabbed his foot and Megatron looked down.

"Please brother, do not harm them!" Optimus pleaded.

"Brother?!" Rainbow shouted with as much confusion as all the other ponies were feeling.

Megatron raised his mace and shouted, "You don't tell me what to do!"

Megatron finished with smashing his mace against Optimus's face. Prime fell back, unconscious. Megatron continued to move forward. He glared down at the ponies when he was close enough.

"You, Soundwave lost to you?!" Megatron yelled, "That is just pathetic!!!"

Applejack gulped and said, "You...you stay back ya here!"

Megatron glared at her and roared, "YOU CAN'T CONTROL ME!!! SOUNDWAVE MAY HAVE LOST TO YOU, BUT I WON'T!!!!"

The ponies were terrified now and got close to each other. Even Rainbow thought that this guy was more terrifying than Grimlock.

Megatron raised his cannon at the ponies as it charged up.

"Oh no... Not again." Pinkie whimpered.

As Megatron was about to fire, he heard a loud roar and turned to see a T-Rex charging at him!

Grimlock bit down on Megatron's right arm and lifted him up. Megatron struggled to get free, and eventually freed himself by shooting Grimlock in the eye. Grimlock released him and shook his head to regain his focus; Megatron shot more blasts at Grimlock who couldn't block them with his tiny dino arms.

Megatron jumped on Grimlock's back and shot him several times in the head. Grimlock was faltering and fell on the ground. Megatron got up and put his foot on the side of Grimlock's face.

"I have just defeated the mighty Grim-AHHH" Megatron said as he was tackled by Optimus.

Optimus gave Megatron the beating of a lifetime. He punched his face several times while Megatron tried to block. Megatron caught one punch and pushed Optimus off of him. Megatron aimed his cannon at Prime and shot him in the leg. Optimus yelled in pain and clutched his now destroyed leg.

"I should have killed you on Cybertron!" Megatron yelled and picked up his mace.

Megatron lifted up his arm with the mace in it and was about to bring it down on Optimus Prime....

....only to have his left arm ripped off.

Megatron, in utter horror, grabbed where his left arm used to be. He looked back to see Grimlock holding his arm in his mighty jaws. Megatron lifted up his right arm and aimed his cannon at Grimlock....

....but got the surprise of his life when Grimlock's tail impaled his stomach.

Megatron coughed up Energon and fell on his knees. He screamed in pain when Grimlock pulled his tail out along with several pieces of shrapnel and circuitry. Megatron fell to his knees and clutched his wound with his only remaining arm. The ponies and Spike have never seen such carnage before; these Autobots and Decepticons had quite a history of rivalry. But before they could think of anything else, they looked over to see Optimus Prime limping towards Megatron.

Megatron looked up at Optimus Prime who kept a simple glare.

"So Prime.....are you going to finish this?" Megatron said coughing up more Energon. Optimus glared down and aimed his path blaster at Megatron's head.

Megatron smirked and said, "So you choose to end this by killing me huh? Maybe you're not as weak as I thought."

Optimus waited a few seconds and put his gun down. Megatron was surprised. "If I kill you, it wouldn't make me any better than that of what you have become." Optimus said.

Megatron was stunned, after everything he did to Prime, Optimus still wouldn't kill him.

Optimus grabbed Megatron's throat and said, "But one day….keep this in mind…..one shall stand......one shall fall."

Optimus was interrupted by a laser hitting his shoulder. Grimlock dropped the arm and looked up to see several Decepticons flying by and shooting at them. Optimus fell back and saw as Demolisher, Sharpshot, Ramjet, Thrust, Dirge, Thundercracker, and Skywarp stood by their hurt master.

Megatron groaned in pain and fell on his back; Demolisher smirked at how much pain Megatron was in.

"How do you feel, oh mighty leader?" Demolisher joked and kicked Megatron in the side. Megatron groaned even more but didn't move.

Demolisher turned towards the rest of the Decepticons and said, "Let's get out of here! The Autobots are overwhelming us!" All the jets that were surrounding Megatron transformed and flew off. Megatron looked up to see Soundwave staring at him blankly.

"Soundwave.....please do not leave me." Megatron actually begged!

Soundwave went down and picked up Megatron, "As you command, Megatron."

Soundwave walked off with his master, Rumble was following behind him carrying Megatron's severed arm. Optimus looked as the Decepticons were retreating, either flying or driving away into the forest. The Combaticons, Stunticons, and Constructicons fell apart from their colossus forms and ran away into the forest.

All was quiet yet again.

Optimus sighed with relief and got up. He walked by the ponies and motioned them to come out.

The ponies didn't move as they were frozen in fear. Optimus went closer to them and said, "It is alright, we are here, they are gone." Optimus held out his hand and the ponies slowly climbed on, as well as Spike and Applejack carrying the unconscious Shining Armor.

Optimus walked to where his Autobots were. They were in serious pain and could barely move from the massive onslaught of the Decepticon forces. Optimus let down his hand and the ponies climbed out. Optimus went closer to his team.

"Are all the Autobots okay?" Optimus asked.

Ratchet came up and said, "The team is fine, all except Sideswipe, he got shot up pretty bad."

"Awww, Sideswipe." Optimus looked down at his friend who was getting medical treatment from Perceptor and Wheeljack. Optimus Prime went down and held Sideswipe's hand. Twilight was very surprised, not only was this Sideswipe guy Optimus's teammate, he was like a brother to him.

"Optimus....is-is that you?" Sideswipe could barely talk.

"It is I brother, you don't have to worry anymore, the Decepticons are gone." Optimus assured him.

Sideswipe winced in pain and said, "I'm....I'm dying Prime."

"No, you will live old friend; we will never let you die in this accursed forest." Optimus told him and held his hand harder. Fluttershy couldn't help it and started crying. Rainbow tried her hardest to fight back tears.

Sideswipe coughed and closed his optics, "NO!" Optimus yelled and shook him. Wheeljack pushed Optimus off.

"It's okay Prime, Sideswipe didn't die he just went into stasis, you know, to repair himself." Wheeljack told him. Optimus sighed with relief. Twilight nudged Optimus' hand which caused Prime to kneel down to her eye level looked.

"Optimus...we can take you and your team to Canterlot, your friend Sideswipe can get medical attention." Twilight told him feeling very sorry about what just happened. It was the least they could do for these brave aliens.

"Thank you, Twilight Sparkle." Optimus said and stood up. "Autobots, let's roll." Optimus said and looked at the ponies, "You lead the way."

Twilight nodded and walked forward, her friends followed with Applejack carrying Shining Armor the whole way. Spike and the Cutie Mark Crusaders stayed close this time. The Royal Guard walked with the Autobots or flew by them. Twilight walked past some trees and Optimus had to push them aside to make way for the Autobots. Rainbow Dash suddenly saw someone behind her as they were walking through the forest.

Grimlock, in his robot mode, was with his Dinobot brothers. They followed behind the pack of Autobots not really wanting to talk right now. Rainbow flew up to Grimlock's face and flew beside him as they walked.

"Oh..... You again." Grimlock said with a hint of boredom in his voice.

Rainbow smiled softly and said, "Hey, I just want to say thank you, for saving us twice I mean. And even after I attacked you."

Grimlock suddenly remembered his past with this pony; he sighed and looked at her, "You're welcome, what is your name?" Grimlock asked.

"I'm Rainbow Dash!" Rainbow beamed and touched her chest.

"Nice to meet you." Grimlock told her. Normally he wouldn’t pay any heed to these ponies but this rainbow one in particular had definitely gained his respect, especially after trying to pick a fight with a Dinobot, which was insane, but brave of her. Grimlock touched his chest and said, "I am Grimlock."

"Yeah, I figured that." Rainbow said.

Grimlock pointed to his team, "That is Slug, he is Snarl, and that is Swoop.

"Wow, a lot of 'S' names huh?" Rainbow asked.

Twilight walked by Optimus Prime. She felt safer next to him, his heroism, his bravery, and his friendship of his teammates proved to her that Optimus Prime was truly a great leader. Twilight felt respect for Optimus; he risked his life to rescue her brother. This confused Twilight, how can giant aliens be so powerful, yet so gentle?

Twilight had many more questions to ask when they got to Canterlot.

Fall of Equestria

Bumblebee could barely hold the ship steady as it passed through the Space Bridge portal, leaving Cybertron, and returning to Equestria. The mares closed their eyes not knowing what this Space Bridge's power could do. The ship shook violently and the six mares held on to their restraints harder.

The portal closed and Twilight opened her eyes slightly. She saw a slight glimpse of light from the front window Bee was at.

"Bumblebee, are we back in Equestria?" Twilight asked.

Bee turned back and nodded quickly before he held onto the steering wheel.

The ship's engines were on fire now as they passed the gravitational pull of the planet and were in the atmosphere. Bee looked straight forward and saw the storm clouds still raining down hard. The explosions continued down below as Bumblebee remembered that the Autobots were still fighting the Decepticons.

A bolt of lightning struck the ship and the mares were pushed out of their restraints. All six of them tumbled on the ground as Bee couldn't hold the ship steady anymore. Twilight managed to get back up and teleport herself to the window. She gasped when she saw the ground so close to them.

Bumblebee turned back to the screaming pony beside him and picked her up. He held her close against his chest and got out of the seat. He jumped back and grabbed all the ponies in his arms just in time.

The ship landed in the streets of Canterlot.
________________________________________

Optimus smacked Megatron in the side of the head with his sword and was about to bring it down on his hated foe, until a bright fire caught his optics. Optimus looked up and saw some sort of meteor heading for Canterlot, even Discord looked back to see what this strange thing was.

“What’s this?” Discord asked himself over the pouring chocolate rain. As Optimus Prime stared at the strange space object, a feeling came rushing back to him.

"Twilight?" Optimus thought out loud as he stared straight ahead.

Megatron realized that Prime was distracted and kicked his legs out. Optimus fell to the ground while Megatron picked himself up. His glowing purple light more ferocious than ever with the chocolate rain pelting on it.

"You should really pay more attention, Prime. Or things like THIS will happen!" Megatron snickered and kicked Optimus in the chest.
________________________________________

Bumblebee flew out of the window with the ponies in his protective grasp. He held on tighter as his back smacked against the hard concrete and skidded down the street. Twilight felt some debris hit her face as she looked up to see Bee skidding across the ground.

They came to a complete stop.

Bee lay motionless on the ground and released his grip. The mares tumbled out on the hard concrete and shook the debris off of them. Fluttershy was still shaking in fear when she just realized they had crashed and everything else happened so quickly. Twilight still couldn't believe they had just left another world and came back to theirs. They were VERY lucky to have found a teleporter on Cybertron.

When her friends came back to reality as did she, Twilight Sparkle looked at each of her friends and began to smile.

“We….we made it?” Twilight muttered in disbelief.

Pinkie Pie’s smile began to grow as well. The smiling spread like a contagious disease when the Element Bearers realized they had made it back to Equestria! Their home!

“WE MADE IT!!!” Pinkie Pie shouted. The rest of her friends cheered and scrambled in for a group hug. With each mare hugging each other tightly, Twilight stopped smiling when the sound of sparks echoed through her ears.

Twilight looked back and saw that Bumblebee still didn't get up.

“I think it might be a little too early for a group hug.” Twilight nervously spoke and galloped over to her hurting Autobot friend.

“Is he alright?!” Rarity screamed and came to his side, the other five circled around Bee's head.

Bumblebee shook his head to regain consciousness. He looked to his left and saw the familiar adorable face of Twilight Sparkle. He slowly got up and got to his feet, he stumbled for a bit before regaining his stature. Rarity came to his side and asked, "You okay, darling, do you need to rest?"

Bumblebee shook his head and activated his neutron assault rifle. He looked at the ponies and motioned them to follow. They slowly nodded and watched as Bee limped forward. With the mares following behind him, Twilight took notice to Bumblebee's back.

It was scratched and dented from the crash.

Rarity whined about Bumblebee's glorious finish ruined by that crash, but he paid her no heed as he continued to limp forward. Twilight on the other hoof just couldn't get the feeling off of her chest. She was just on another PLANET and she didn't even have time to learn more about it! Sure she wanted to learn more about Cybertron when Optimus told her about it, but still, being ON Cybertron was quite an experience.

Those words that were said to her came rushing back in her head.

'My name.....is Ultra Magnus.'

'METROPLEX HEEDS THE CALL OF THE ELEMENT BEARERS.'

'There is more to you.........than meets the eye.'

'See ya around sometime, pony.'

'Goodbye....'

"Goodbye...." Twilight whispered to herself.

Applejack and Rainbow Dash looked at Twilight who had her eyes closed. They shrugged and kept walking by their Autobot friend.

After several minutes of plain walking, the rain kept hitting all the mares’ velvet skin harder and colder. Fluttershy shivered as the pouring rain hit her back, her mane dropped so low it touched the ground. Rarity still whimpered when her beautiful mane was getting ruined but kept her mouth shut, knowing it will just spark another argument.....and Bumblebee didn't look like he was in the mood.

Speaking of Bumblebee, Twilight got closer and saw his leg leaking that same blue substance. It must have been Energon. Twilight had enough and got in front of Bumblebee, stopping him instantly.

"Bumblebee," Twilight began, "you're hurt, we have to try and get you some help and rest for a few minutes."

"I could do with a little rest." Rarity exclaimed pushing her mane out of her sight.

Bumblebee shook his head and stepped over Twilight. The lavender unicorn frowned and teleported in front of him. Bee lowered his shoulders in weariness.

"Bumblebee, why won't you just stop and rest?" Twilight asked, "We're on the right path, and we lost track of the Decepticons and-"

She was silenced by Bee leaning down and placing a finger on her lips. She looked up at him and their eyes met. Bee shook his head and got to one knee while the other mares stood by Bee's side and waited for what he was trying to tell them. Bee looked back at Twilight and touched his chest, he leaned his finger in and touched Twilight's tiara. He finished by pointing in the direction where Optimus Prime was fighting.

Twilight understood.

Twilight pawed at the ground and muttered, "You're.....you're not going to give up.....are you?"

Bumblebee nodded.

Twilight sighed and said, "So.....you're just going to keep trying.....no matter what happens to you?"

Bumblebee nodded and placed his finger on her tiny chest.

"And.....you're going to protect us...."

Bumblebee smiled when she finally understood him. Twilight smiled too and watched as Bee stood back up to full height. The other mares got by Twilight and looked as Bee was preparing to continue on.....

......only to have a missile strike him in the chest.

Bee's chest exploded sending flames all over the ground where he was just standing seconds ago. His body flew to a pile of debris and crashed sending pieces of wood everywhere. The six mares were still shocked by the fact that their friend had been brutally attacked, that they didn't even notice the jet soaring right for them.

A loud stomping noise was heard behind them and they turned around to see yet another Decepticon.

This Decepticon had red armor and a blue head. His arms and feet were blue as well. On his chest was a long yellow oval. His eyes glowed red as Decepticon's eyes should. On his back were two wings, each having a Decepticon symbol on them.

The Decepticon smiled and shouted, "I knew Soundwave was too foolish to finish you all off! No matter, now it’s just you six and me, alone!"

The ponies recognized this Decepticon all too well, it was Starscream.

The equines screamed and galloped away right before Starscream flipped a carriage that was in front of him over. The carriage landed in front of Twilight and Applejack. The two of them quickly went underneath the carriage to escape Starscream.

Starscream saw the ponies crawl under the carriage and shouted, "You can't hide, ponies!"

With that, Starscream ripped open the carriage revealing the two ponies underneath. Twilight and Applejack screamed and climbed out of the carriage and ran away as fast as they could, Starscream was obviously amused.

"Oh I love it when your little hooves," Starscream made a running motion with his two fingers, "try to run!" Starscream threw the carriage pieces into the buildings and took off after The Mane six.

Twilight got to cover while Applejack wasn't so lucky. Starscream blocked her path and swatted her onto the ground. "Thought you could trust us, ponies?!" Starscream yelled and swatted Applejack into the side of a building. AJ hit with a loud 'OOF' and slid down onto the ground, unconscious.

Rarity and Pinkie were still trying to escape when Starscream landed in front of them and smashed his hands into the ground; the two of them fell on their backs and stared in horror as Starscream smiled at them. "Thought you could run away so easily, ponies?!" Starscream yelled and prepared to crush the two ponies with his fist, until Starscream heard a faint whimper from behind him.

Starscream turned around to see two ponies with wings, one blue and one yellow, the blue one was trying to cover the yellow one's mouth, but he knew the yellow one made the noise.

The sky commander walked over and bent down to look at the two pegasi. Rainbow Dash stepped forward and tried to put on a brave face to possibly scare off Starscream, of course it didn't work. Starscream swatted Rainbow away and smiled deviously at Fluttershy.

"Well, aren't you precious." Starscream said with venom dripping from his voice.

Fluttershy curled up and shook in fear as Starscream got in closer. The Seeker got back up and said, "That’s right! Kneel before Starscream!”

This only caused the little pegasus to squeak in fear and cower as the mighty Decepticon turned his arm into a long staff. He suddenly put it away and snickered with glee.

“I think I'll save my charge rifle, and finish you off with my fists!" Starscream raised his fist and prepared to bring it down on the timid pegasus.

Fluttershy screamed in fear which caused Rainbow Dash to look up from where she was laying. She saw Starscream attempting to crush Fluttershy. That was it! Rainbow Dash got up on all fours and raged boiled inside of her. Her thoughts going back to when they attacked Grimlock.

‘I froze up in the Everfree because I was afraid of Grimlock. I didn't represent the Element of Loyalty then, but I sure as hay will now!!!’ Rainbow Dash thought as her anger exploded.

"No one.......hurts.....FLUTTERSHY!!!!!!!!" Rainbow Dash screamed and charged straight for Starscream.

Starscream heard the high pitched scream and turned to see that same blue pony heading straight for him with unreal speed. Starscream's smile.....turned to a shocked expression.

"Oh scrap." Starscream managed to say before the pony nailed him straight in the face.

Starscream's back crashed into a building; luckily the Decepticon regained his senses and tried to locate the pony that was foolish enough to attack him.

He didn't have to look long.

Rainbow Dash pelted him several times with her blazing speed; Starscream couldn't keep up or even defend himself for that matter. She was just too fast!

As Rainbow Dash zoomed around Starscream's body, ramming him as she did, Twilight knew this was the perfect time to act. She got up from her hiding spot and shot several energy beams from her horn.

Now Starscream was in trouble, what was once a fun little game, turned into a nightmare of flying ponies and energy blasts hitting him without remorse. Twilight must have had the perfect shot in the world because her next beam went straight into Starscream's eye, destroying his right optic sensor. Starscream wailed in pain and clutched his eye.

"OW, OW, OW, OW, OW, OW, that's my eye! That's my eye!!!" Starscream yelled in pain and floated on his rocket feet. He bumped into several buildings and eventually fell back to the earth.

Twilight smiled at how she just wounded the Decepticon, but suddenly heard a familiar voice behind her.

"Alright Royal Guard, we got a Decepticon, protect The Elements and kill that thing!!!"

Twilight turned around to see her brother; Shining Armor and his Royal Guard galloping or flying right towards them. Shining stopped right by Twilight and shot energy beams from his horn; his fellow unicorns did the same. Starscream was now faltering beyond belief, he activated his nucleon charge rifle and tried his hardest to kill the ponies placed before him, but the energy beams kept stopping him.

Rainbow Dash kept hitting Starscream with her full speed; the fellow Royal Pegasi did the same and bucked Starscream all over his back and body. Starscream had enough and swatted the pegasi in front of him; it still wasn't enough when Rainbow rammed Starscream's back, sending him face first to the ground.

Starscream tried to pick himself up while still getting pelted by the energy beams. He looked up and saw Twilight Sparkle and Shining Armor, he frowned and yelled, "You pony scum!!!!"

He reached forward and tried to grab Twilight, Shining focused all his magic and Starscream began to float. When Starscream was back to full height, Shining charged his horn even more and unleashed his full power. Starscream was blasted back from the massive shot Shining had just inflicted on him.

Shining Armor clutched his head and almost fell when Twilight caught him.

"Shiny!" Twilight screamed while holding him.

Shining shook his head and said, "I'm fine, Twily, now let's finish this guy!!!" Shining Armor pointed to his unicorns and ordered another array of shots. Starscream was barely getting up before he got pelted by even more energy beams.

Starscream walked forward and tried his best to block the blasts, when he thought he was close enough, he brought his foot forward and attempted to kick the nearest ponies, which happened to be Rarity and Pinkie.

"I'm going to kick you!!!" Starscream shouted and failed to kick Rarity and Pinkie by a long shot. The two mares got to cover behind some Royal Guard.

Starscream was moving closer to Twilight and Shining Armor, still getting shot, but not giving up. Rainbow Dash knew that Shining Armor couldn't do another attack like he just did to Starscream, so she did what she had to do.

She had to kill Starscream.

Rainbow Dash put on a ready face and backed up in mid-air. She kept backing up waiting for the perfect killing distance her speed could take her. When she finally found out the perfect distance, it was at the end of the street, she could barely see Starscream but knew this was perfect.

She flapped her wings are hard as she could and let it loose. Rainbow Dash was going faster by the second as she soared down the long street. Tears were forming at the end of her eyelids from her intense speed. She saw Starscream drawing nearer and nearer, but she had to go even faster. When her wings began to burn, she knew it was perfect and she closed her eyes, waiting for Starscream to turn around.

That's exactly what Starscream did. He heard a loud high pitched noise that only supersonic jets make, heading right for him. He turned around and saw that same blue pony but going at a speed Starscream had never seen before.

Starscream had a quick second to react, which was barely enough.

"OH SCRA-"

Rainbow Dash blew straight through where Starscream's arm connected to his body, creating a perfect slice that severed his right arm from his body. Starscream fell face first to the ground, his arm following close behind.

As the Royal Guard were purely frozen in place at what a simple pegasus had done to this Decepticon, they came back to reality and kept shooting Starscream who was still getting back up!

Starscream grabbed his severed arm and transformed. He took to the skies and escaped. The Royal Guard cheered, Twilight hugged Shining Armor for saving their lives.

"Thank you, Shiny." Twilight whispered. Shining Armor returned the embrace.

"Anything for you, Twily, now let's get going, we gotta get you all to Optimus." Shining told her breaking the hug.

Pinkie Pie looked up and saw Rainbow Dash on top of a building, her chest puffed out, and a smile a pure victory on her face. She had done it; she saved her friends from Starscream!

"Oh yeah, I'm the Element of Loyalty." Rainbow Dash gloated and flew down to her friends. Pinkie Pie ran up to her.

"Dashie, that was the COOLEST thing ever!!!" Pinkie squealed.

Rainbow Dash puffed out her chest, "Ah, it was nothin'."

"Wait," Rarity interrupted, "where's Bumblebee?"

The Elements suddenly realized what happened to Bee, he got shot! They looked around for a few seconds before Bumblebee pushed some rubble off of him and shook his head. The ponies went by and hugged him from the realization that he was okay.

Bumblebee looked forward and saw Shining Armor and the Royal Guard walking towards him. Bee got up and had his right hand transform back to his gun.

Shining Armor stepped forward and said, "We're here, Bumblebee. We're going to help you get the Elements to Optimus."

Bumblebee nodded and walked past Shining Armor and the Royal Guard. He turned back and motioned the group of ponies to follow him. Shining nodded and turned back to the Elements. He went up to them and said, "Stay close to us, we can't have anything happen to any of you."

They all nodded and followed the Royal Guard down that long and lonesome road, with Bumblebee leading the way to Optimus Prime....

....wherever he was.
________________________________________

Optimus was losing. Megatron had sliced almost every part of his body, but Prime couldn't give up now. He battled on and blocked all the hits he could from Megatron's wrath. It still wasn't enough when Megatron lifted up Prime and threw him on the concrete. Hard.

Megatron grabbed Prime by his foot and lifted him up and threw him on the ground with his full strength. Optimus was barely moving at this point. Megatron grabbed Prime by the back of his neck and brought him to his feet.

Megatron grabbed Prime's shoulder and stuck the blade against Prime's chest.

"Why do you defend the ponies?" Megatron asked sticking the sword in deeper, Optimus yelled in pain as Megatron continued, "They don't deserve to live."

"They deserve to choose for themselves, Megatron!" Optimus said and grabbed Megatron's face. Megatron pushed his hand away.

"Then you will die with them!!!" Megatron yelled and grabbed Prime by his shoulder. He tossed Optimus to the side as Prime slid on the ground. Optimus was barely getting up and got to one knee. Megatron calmly walked forward, clutching his sword. He stood in front of Optimus and glared down at him.

"You know," Megatron was saying, "when you left Cybertron, I just couldn't allow you to leave."

Optimus looked up and asked, "Why is that?"

Megatron clutched his sword even more and answered, "Because no one leaves without my permission!" Megatron lifted up his deadly blade and brought it down on Optimus's head.

Discord got up from his seat and shouted, "Yes, this is it!!!"

But before Megatron could bring down the sword, Optimus Prime caught it with his left hand. Megatron stood there with a shocked expression as Optimus said these words.

"I wasn't asking."

I spark ignited in Optimus, and it unleashed its fury. Optimus grabbed his sword from the ground and hit Megatron directly in the side, slicing it up. Megatron howled in pain and backed up.

Prime ran forward and attacked his old foe with all that he had. He slashed and stabbed Megatron with all his might. Megatron couldn't block all these shots he was receiving. Finally, Megatron got his sword knocked out of his hand and was tackled on the ground.

Optimus dropped his sword and proceeded to punch the living spark out of Megatron. With each punch, Megatron spit out liquid Energon from the hits. Optimus was unstoppable.

Megatron would not give up that easily and kicked Optimus off of him. Prime landed on his feet and picked up his sword. Megatron got to his feet and picked up his sword. Both Optimus and Megatron were staring each other down waiting for the next attack.

Little did they know they were just for Discord's amusement.
________________________________________

Bumblebee was injured.

That missile to the chest was enough to blow up an Autobot soldier. But Bumblebee was stronger; he knew he had to survive, for this world's sake. When he led the ponies and the Royal Guard through several more streets, each one more depressing than the next, Bumblebee began to lose hope on ever seeing that concrete arena again.

Until he saw the storm clouds.

Bee looked up and saw that most of the lightning and strong storm clouds had gathered to the east of them, which must be where Discord is holding the concrete arena, and where Optimus is!

Bee motioned the ponies to look up and they saw the same exact thing. The arena must be where all the storm clouds are gathering. Shining Armor nodded and said, "Okay, Optimus is just to the east. We have to go past those buildings and arrive at the arena that should be there!"

Bee nodded and slowly started walking towards the buildings. They got to the end of the street and looked in awe as the arena was floating away into another cluster of buildings. Bumblebee motioned the ponies to hurry up, that is until Bee stopped in his tracks.

The ponies were confused why Bumblebee just stopped; he was letting the arena get away! Bee turned his head to the left and listened very carefully........ He could hear buzzing.

Bee suddenly backed away and looked at the ponies. He motioned them to get to the sides and out of the street, but it was too late.

The air was suddenly filled with the noise of buzzing; the ponies and Royal Guard looked into the skies and saw several flying objects headed for them. They covered their ears when the sounds of bullets were shot. Bumblebee was firing on the Decpeticons heading their way. His bullets struck some of them, but most survived and shot back at Bee.

Bumblebee got out of the way and covered the ponies. The ground shook as the Decepticons landed on the ground and transformed, revealing the Insecticons; Sharpshot, Hardshell, and Kickback.

Bee took a defensive position and guarded the ponies. Sharpshot leaned in and said, "Long time no see, Bumblebee."

Hardshell lifted up a fist and said, "Did you really think you could escape so easily?"

Kickback looked at Twilight and said, "Hello....Twilight. Do you remember me? Me? Me? Hee, hee, hee!"

Twilight frowned and spat out in disgust, "Kickback."

Many other Insecticons surrounded Bumblebee, the Royal Guard, and The Mane 6. They were closing in as Sharpshot backed away and hissed, "Kill them all."

The Insecticons snarled and charged. The Royal Guard shot their energy beams which hit a few Insecticons. Bumblebee acted quickly and shot all the Insecticons that got too close. But Bumblebee became surrounded and had his hand transform back. He got right by the ponies and held out his fists.

“Stupid Autobot!” Sharpshot squealed.

Each Insecticon that leaped forward received a punch or a kick from Bee. The ponies watched with mouths agape as Bumblebee was everywhere, he kicked and punched and threw any Insecticon that tried to get to them. Bumblebee would never let the Insecticons get his friends!

But before long, Sharpshot, Kickback, and Hardshell went for the ponies. Bee pushed the Insecticon off of him and went for the main Insecticons. He got in front of the ponies and held up his fists. The main Insecticons laughed in amusement.

"Are you really going to give up your life for those worthless ponies?" Sharpshot asked. Bumblebee nodded slowly and bawled his fists.

Sharpshot growled and shouted, "You can’t beat us all, Bumblebee! ATTACK!"

Kickback and Hardshell leaped forward, but Bee was ready for this. He grabbed Hardshell by the neck and launched him into Kickback. The two Insecticons fell back which allowed Bee to attack the leader.

But Sharpshot was the deadliest for a reason. He brought up his right fist and lightning started to spark around it. With one single blast, Bumblebee fell backwards from the force of the lightning punch and skidded towards the quivering ponies. They came to his side to hear Bumblebee’s body starting to spark up from the overcharge he had received.

"C'mon Bee you gotta get up!" Rainbow screamed.

"Bumblebee!!!" Twilight cried out but Bee just wouldn't budge, he was truly injured now.

The Mane six looked up and saw Sharpshot. This had to be the most frightening of all the Insecticons. This one had a mouth which was different than the others and a red visor as did Kickback but still…..that voice was the creepiest sound Fluttershy had ever heard.

He glared at the injured Autobot and squealed, “HAHAHA! Listen to his pain!”

It was true, although Bee couldn’t make a noise, his body told them everything. His entire exterior was shaking and his head was twitching every few seconds from the intense amount of lightning.

Sharpshot brought his attention to the little ponies in front of him. He smiled deviously and whipped out his claws. With a single hiss, Sharpshot leaped forward while screaming, “You’re screams will be the most intoxicating!”

But before Sharpshot could even touch the Elements…

….he received a blast to the face instead.

The mares turned around to see Ironhide and Ratchet with smoking blasters from that shot they delivered to the Insecticon.

"Are you six alright?" Ratchet asked.

"We're fine, but it's Bee that's hurt." Twilight muttered and turned towards Bumblebee who was still unconscious. Sharpshot stood up and saw Ironhide and Ratchet.

"Insecticons, retreat!" Sharpshot yelled and transformed. He took to the skies along with all the other Insecticons while most of them scurried or followed behind Hardshell. Ratchet got down to Bee and began healing him. Ironhide went down to the ponies instead.

"We have to get you to Optimus now!" Ironhide told them.

"Ah thought ya said that you had ta stay an' hold off them Decepticons?" Applejack asked.

Ironhide looked straight forward and said, "Look."

The ponies turned to see the floating arena and several of the Decepticons underneath, fighting the Autobots. The arena had to be at least a mile away, how were they supposed to get to it now that there was an army of Decepticons blocking their path?!

Shining Armor and the Royal Guard noticed this too and were speechless. Twilight turned back to Ironhide and asked, "How are we supposed to get to Optimus now?!"

There was a long silence before Ironhide answered holding up his gun.

"We fight through."