My Little Pony: Friendship is Magic Season 11

by twilightsparkle3562

Chapters

Episode 2: "Coming of the Beast Wars, Part 2"
Episode 3: "Coming of the Beast Wars, Part 3"
Episode 4: "Coming of the Beast Wars, Part 4"
Episode 5: "More Than Just a Wallflower"
Episode 6: "Discord the Spy"
Episode 7: "The Unwanted Headmaster"
Episode 8: "My Mother, Aurora Glimmer"
Episode 9: "The Soup Grouch"
Episode 10: "Smoking Fleetfoot"
Episode 12: "Rock Solid Diet"
Episode 13: "Ugly and the Beast"
Episode 14: "Squirk, King of the Seas Part 1"
Episode 15: "Squirk, King of the Seas Part 2"
Episode 16: "A Pox on You!"
Episode 17: "Twilight's New Secretary"
Episode 18: "Of Mice and Mares"
Episode 19: "Julius Sombra"
Episode 20: "The Return of Dinobot"
Episode 21: "Gallus the Royal Guard"
Episode 22: "The Reluctant Dragons"
Episode 23: "Cheese Pie"
Episode 24: "A Diamond Divided"
Episode 25: "The Nutty Professor"
Episode 26: "Saving Waspinator"
Episode 28: "Attack on the Distant Lands, Part 2"
Episode 29: "Attack on the Distant Lands, Part 3"
Episode 30: "Attack on the Distant Lands, Part 4"
Episode 1: "Coming of the Beast Wars, Part 1"
Episode 11: "The Great Manehattan Clothing Wars"
Episode 27: "Attack on the Distant Lands, Part 1"

Episode 2: "Coming of the Beast Wars, Part 2"

…
Previously on "My Little Pony"
…

Rattrap: We don't have to see Mega Butt's ugly mug again 'til we get back to Cybertron.

King Sombra: Whatever that object is…it will be Grogar's!

Lord Tirek: It's a dragon!

Grogar: I detect a spirit inside this great beast…even though they may not even be a beast to begin with.

Megatron: Megatron, Terrorize!

Fluttershy: Why are there animals inside?!

Twilight Sparkle: Who are these animals and why are they here?

Lavan: He seems to be a source of evil on our levels.

Rodimus Primal: I want to find out what happened to my brother and the rest of our comrades, understand?!

Starlight Glimmer: It's coming from the gorilla.

…

Twilight and Starlight watched with amazement as the gorilla opened his eyes and rose up. Looking down at his hands, the gorilla sighed deeply and spoke a simple sentence: "Well, that's just prime."

Getting off the table, the gorilla approached Twilight and Starlight, his eyes locked on them.

"What's just prime?" Starlight nervously gulped. But the gorilla said nothing. "And for that matter, who are you? You're not from this world, are you?"

"And what are you?" The gorilla asked. "Are you Maximal, or Predacon?"

"Neither, I don't even know what those are! I'm Princess Twilight Sparkle, Supreme Ruler of Equestria," Twilight nervously but firmly answered. "And this is Starlight Glimmer, a former pupil of mine. Now, who are you?"

"Hmm," The gorilla remarked, proceeding to turn around and look back at the other animals on the tables. "I guess I'm not the only one to lose my transmetal body. Interesting. Wherever this 'Equestria' is, it clearly isn't bound by the same rules of Earth or Cybertron."

"What are you talking about?" Twilight blinked. "And what's a 'transmetal body', some kind of armor?"

The gorilla didn't answer and instead proceeded to turn all of his attention to the other animals.

"Um, excuse me," Starlight loudly spoked up. "Twilight here just asked you a question, gorilla! Where we come from, a princess is entitled to answers when she asks questions."

Almost as if he became slightly offended, the gorilla turned around and looked sharply at Starlight.

"My name…" He said slowly. "Is Optimus Primal and these," He gestured to the other creatures. "Are my fellow Maximals. My comrades, my friends and my family."

At that moment, the rat slowly opened his eyes and rolled over on his back. Optimus walked over and looked down at him.

"Eeeh…looks like we ain't back on Cybertron yet," The rat guessed. "Fearless Leader…youse alive?"

"Barely," Optimus Primal declared. "As far as I am concerned, we're in a land that calls itself Equestria."

"Too bad it's not Cyber…ow!" The rat started to say, but felt a sharp pain in his body. Suddenly, he looked down at the pink paws of his feet and realized something. "Hey, where's…what happened to my transmetal body?! I ain't gorgeous no more!"

"Just be thankful you are alive, Rattrap," Optimus replied. "This is Princess Twilight Sparkle, ruler of Equestria. And beside her is Starlight Glimmer, a former pupil of hers."

The Maximal rat carefully studied the two ponies as they approached him.

"Oh really? Well not that it's any concern of yours, but the name's Rattrap," The smart talking rat declared, trying to smile at Twilight and Starlight politely, but painfully. "Maximals' demolition expertise…if youse get my point." Then he groaned and winced anew.

"Easy. It's going to take some time for our bodies to do internal repairs, Rattrap," Optimus cautioned. "So if I were you, I would continue lying down on that table."

"You the boss, boss monkey." Rattrap declared and lay back down.

A few moments later, the cheetah opened his eyes and looked up at what was going on. "Hey, Big Bot," He groggily commented. "I guess... we're alive, somehow."

"This is Cheetor, my maximal scout," Optimus introduced as the spider and the rhino began to open their eyes as well. "Over there are Blackarachnia, combat specialist and Rhinox, subcommander in waiting."

"Oh great," Blackarachnia sighed, rolling her eight eyes upon realizing that her transmetal body was gone too. "I'm back to being a plain, ordinary, eight legged bug now, aren't I?"

"Better that than the scrap heap, sister," Rattrap remarked. "Downside is... we ain't back home yet!"

But Optimus was not going to put up with his subordinate's wisecracks. "Shut up, Rattrap!" He ordered and Rattrap complied.

"How the heck did you find us?" Cheetor asked Twilight, looking over at her.

"You were all in a crash," Twilight explained. "Several citizens of Ponyville along with myself managed to rescue you all from your wrecked ship. But where were you all headed towards?"

"Cybertron, our home," Rhinox replied, slowly getting off the table he was laying on. "Or at least we were until that explosion happened."

"Speaking of which," Cheetor groaned, who was still too slow to get up. "Whatever happened to Megatron? Obviously, he's not here with us."

"Hopefully he's somewhere floating in space after all he did, if he's lucky," Rattrap remarked. "Personally, I hope he's dead now."

But Optimus had his suspicions. For he knew Megatron well and part of him could only imagine that the leader of the Predacons was still alive…somewhere.

Just then, the wolf/eagle hybrid opened his eyes and weakly groaned. "Where…where are we? Are we back on Cybertron?" He quietly asked, trying to shake off the pains of the crash.

"No, Silverbolt," Blackarachnia remarked while getting off of the table. "We're…whatever this place is."

"Equestria," Twilight corrected. "You're in Equestria."

"Equestria?" Silverbolt blinked. "I've never heard of such a place."

"You'll have to excuse him," Blackarachnia appeared to apologize. "This is Silverbolt, the love of my life. He can be a little bit delirious after trauma inflicting accidents." She ignored the growl from Cheetor.

Just then, Dr. Fauna walked in and was surprised by what she was seeing.

"Um, why are they all walking around?" She wondered, her voice filled with confusion. "Don't tell me they healed that fast already!"

"Apparently, they did," Starlight told the veterinarian, before turning back to Twilight. "Look, I'd love to stay, but I think I'll leave you guys alone for the time being. It doesn't look like I'll be of much help right now."

Stepping out of the room, Starlight left and Twilight was now alone with the Maximals, who continued to feel slight bouts of pain.

"What is the meaning of this?" Dr. Fauna asked. "You're all awake and moving, yet you still seem to be in pain. Never in all my life have I seen creatures as strange as you."

"Our internal system must have been severely damaged in the crash," Rhinox answered. "It's going to take some time until repairs are complete. I'm afraid you won't be of much help to us unless you're well versed in Cybetronian technology."

"Well, can we still maximize, fearless leader?" Rattrap asked, looking at Optimus.

Optimus nodded and took a deep breath. "Optimus Primal, Maximize!" He cried out, but he felt an incredibly sharp pain that caused him to fall on one knee! Rushing over to his side, Twilight helped the Maximal leader to his feet. "I…guess we can't transform after all."

"What do you mean?" Twilight inquired. "You mean, you can change forms?"

"Back when we had transmetal bodies," Rattrap sighed, standing on his hind legs. "We could change into various modes. But I guess it was either these old fur coats or we go offline…permanently, like an unfortunate comrade of ours. Gave his life to protect others. Won't lie, it was a truly selfless thing, and I miss having him around."

Trying to process all the information she could muster in her fragile mind, Twilight declared. "There is a lot we're going to have to learn about each other, Optimus. Right now, I think it might be best if I show you and the others around my castle. Is that okay with you?"

Nodding, Optimus and the rest of his Maximals followed Twilight out of the basement and up into the castle's main level. Soon they would all be getting acquainted with their new surroundings.

…

Back on the moon, Grogar was still trying to understand Megatron better. "These Maximals you speak of," He asked, trying to take in what Megatron was saying. "They were bringing you back to this Cybertron as a prisoner of some war?"

"Yes, Grogar. The Beast Wars as we took to calling them," Megatron answered. "On Cybertron, the justice system is straight and to the point. If they convict you, they destroy you. But thanks to that explosion, I get to live another day!"

The mention of an explosion caused Grogar to remember the blast that had killed his ally Grimlord (and the minions serving under him) aboard the Dark Fortress.

"What explosion are you speaking of, Megatron?" Grogar asked, walking over to the Predacon leader. "Because there was an explosion not too long ago that destroyed my previous ally, thanks to those accursed Pillars of Equestria."

"Pillars?" Megatron wondered. "They must be like the Tridepicus council on Cybertron. Judges who decide the fate of the losers on behalf of the victors."

Grogar gestured him back towards his crystal ball. Activating it, he showed Megatron various pictures of the six Pillars of Old Equestria.

"They are indeed judges, and threats to my power, Megatron," He explained. "Along with the six princesses who now govern the land that is truly mine. If I am to take it back, I must defeat and destroy them all! Unless," He chuckled to himself as an idea came to his mind. "I can offer you a position within my ranks, mighty Megatron."

"What can I do to help?" Megatron asked, feeling slightly confused. "All my loyal servants have been destroyed or have abandoned me. It's just me, I'm but an army of one."

"I have ways of rectifying that," Grogar said as he walked over to his cauldron and using the powers of his bell, reached into Megatron's mind with a devious grin on his face.

"What are you doing?!"Megatron cried as he felt Grogar's magic go into his mind! "What is this sorcery?!"

Having obtained what he needed, Grogar placed the collected magic into the cauldron. Chanting an incantation, Megatron watched as Grogar tapped into the powers of his bell, causing the inside of the cauldron to blow slightly.

"I have the power to resurrect the deceased," Grogar said as magical vespers emerged from the cauldron. "Including those who have died before you, Megatron. Behold, the return of your loyal servants!"

Watching in astonishment, Megatron saw a cobra sticking out that hissed profusely, followed by a pair of yellowish-orange scorpion claws, and the body of a scorpion with red eyes.

"Yee haw! I'm back, baby! Back!" The scorpion/cobra hybrid cried out. "I'm…"

Suddenly, the hybrid saw Megatron smiling down at him, and shivered slightly as he climbed out of the cauldron.

"Well, if it isn't the no good varmint who fired me, literally!" He bitterly remarked. "Quickstrike, Terrorize!"

Transforming into a two legged robot mode, Quickstrike attempted to charge Megatron, only for Grogar to pull him back with his magic and throw him against the doors of the throne room!

"Amazing," Chrysalis thought to herself from the other side of the throne room doors. "He's recruiting more of Megatron's forces! Oh, this is going to be good! Just you wait, Starlight! You and that pesky Princess Twilight will finally get what you've long deserved for interfering with my plans!"

Being thrown back against the doors to the throne room, Quickstrike was forced up to his feet by the donkey soldiers as Grogar looked at him with scorn and contempt. "You shall know your place in the presence of me, Emperor Grogar!" He demanded with a roar!

"I don't care, you old goat!" Quickstrike growled and groaned. "Megatron over here killed me and his most loyal servant, and what happened afterwards? Those dirty humans used me as props and toys! It's a humiliation I'll never forget!"

"Perhaps you also forget, Quickstrike," Megatron advised, grabbing Quickstrike with his dragon head. "You are still charged with conspiring to murder me with Tarantulas!"

At that moment, another creature emerged from the cauldron, revealing itself to be a tarantula with a purple body and black legs with green bottoms.

"Speaking of the treacherous spider," Megatron growled in annoyance. "Not looking so tough without his transmetals, I see?"

"Tarantulas, terrorize!" The tarantula cried out, transforming into a humanoid form and looking over at Megatron with devious intent in his eyes. "I may not have my transmetal body, or the assistance of the aliens, but I can still…"

Not wanting to hear anymore of his whining, Megatron fired a ball of flame from his dragon head, striking Tarantulas' back as he yelled in pain! "You'll have to excuse my former lieutenant, Grogar," Megatron declared with a rare look of remorse on his face. "He was and always will be a treacherous spider. Though in the end his plan did temporarily rid me of Optimus Primal, yesss…."

Just then, another creature emerged from the cauldron in the form of a blue scorpion with red eyes. Right away, there was a sense of mutual respect between Megatron and this scorpion. "Megaton!" The scorpion cried out. "Is it really you?!"

Megatron nodded in reply with a smile, confirming the scorpion's excitement.

"Scorponok, terrorize!" Leaping out of the cauldron, Scorponok transformed into his two legged robot mode and dashed over to Megaton, bowing down at his feet. "Oh great Megatron," Scorponok cried. "How I have longed and missed your leadership so! How can I be of service to you?"

"You can start by joining your fellow resurrected Predacons," Megatron suggested, much to Scorponok's glee, before he turned back to Grogar. "Scorponok is one of my most loyal servants…and a major suck up to me."

Just then, amidst the sounds of screeching, out of the cauldron emerged a red pterodactyl! He soared high into the air.

"Terrorsaur, terrorize!" He screeched and began to activate his shoulder guns, aiming them at Megatron only to be stopped by Grogar. He was sent flying across the throne room and landed on the deck.

Snarling, Megatron stormed over and picked up Terrorsaur by his head. "Even with a second chance at life you still haven't learned your lesson, Terrorsaur," Megatron remarked bitterly before showing Terrorsaur off to Grogar. "Watch him, Grogar, he is a treacherous one. Second only to the ghost of Starscream, who I learned was more underhanded than Terrorsaur could ever hope to be."

Suddenly, yet another creature emerged from the cauldron. A large red fire ant came out roaring loudly, and Megatron smiled with eagerness upon knowing who he was seeing.

"Royalty! At long last I have returned to you!" The fire ant declared. "Inferno, Terrorize!"

Transforming into his robot form, Inferno loudly roared as both Megatron and Grogar were astounded to see the power that this Predacon had.

"Hey, hothead!" Quickstrike called before Inferno could bend down and swear his loyalty to his superior. "How can you still swear yourself to him after he barbecued us with that Decepticon warship?"

"The royalty is the royalty," Inferno declared. "No matter what happens!"

With most of his forces returned, Megatron realized that there was one more Predacon missing from his ranks.

"Uh, yes," Megatron spoke up, clearing his throat. "Um, Inferno and Quickstrike, the last time I saw you, I sent you two and Waspinator to seek out a new base for us. Whatever happened to him?"

"Waspinator is a traitor!" Inferno retorted. "He quit our ranks, saying that he was done being destroyed all the time!"

"Treacherous bug!" Megatron snarled. "I'll find him and force him to serve me again if it's the last thing I do. If there's one thing I don't tolerate lightly, it's those who betray the Predacon cause for any reason!"

Stepping up to his throne, Grogar gathered all of the reformed Predacons together. "That will have to wait, Megatron," The old goat declared. "For there is something of great importance that I need you to adhere to first."

…

Having heard everything from the other side, Chrysalis dashed away, intending to meet the other members of the Legion of Doom to explain what had happened.

"Take those slackers to Scarface," Tirek commanded to several donkey soldiers after their daily training was over. "What weak and pathetic donkeys! My father's soldiers were better than they are. And they call themselves soldiers."

At that moment, Tirek saw Chrysalis as he walked towards his quarters.

"What are you looking at?" He quipped. "You'll notice I had to take over when you were nowhere to be seen. You'd better have a good reason."

"Tirek, you and the others are not going to believe what I just overheard," Chrysalis said with a gleeful smile on her face. "It's about Megatron."

Thinking that Chrysalis had feelings for the Predacon leader, Tirek walked past her.

"As if I care about that overgrown pile of junk. Metallic or not, he's still a dragon. And we have no need for that in our alliance."

"I'm serious, Tirek," Chrysalis protested, her face frowning while flying right in front of him. "Grogar brought back some of Megatron's servants to help us in our cause. We're going to need the help if we're to finish what we started before."

"I feel that the only reason he came here was to challenge me for your love," Tirek huffed, pushing Chrysalis aside again. "Remember that only I and I alone love you, Chrysalis. And Megatron would be wise to remember that too, for his sake."

"Do you think I would love someone like Megatron?" Chrysalis quietly retorted. "I just barely met him, we all did. And you know I love you, Tirek. Don't forget that."

Tirek became conflicted with Chrysalis' pledge and decided that he needed more time to think about what was really going on. Part of him wanted to believe Chrysalis, but another part of him was concerned about having to compete with Megatron as a possible suitor.

…
…

Meanwhile, the ship carrying Rodimus Primal and several of the Maximals from Cybertron travelled through the cosmos of space, searching for any sign of the Autobot Shuttle they all were on.

"Ratchet," Rodimus asked the Maximal piloting the ship. "Any trace of my brother and the rest of his troops?"

"Nothing, Rodimus," The portly Maximal sighed. "We've checked the entire galaxy, but there's no trace of them."

"Optimus, where are you?" Elita One asked while looking out a window of the shuttle. "I miss you, my love. But I'll find you no matter what it takes."

Rodimus could feel the distress in Elita One's voice. She was longing for her husband and he was longing for his brother. "Never give up, Elita," He said to her. "That goes for all of you too."

"Um, what do youse mean we'll never give up?" A green maximal sitting at a computer screen asked.

"Searching for Optimus and the rest of our comrades, Skids." Rodimus muttered, planting his face into a hand.

"Hey, Skids was just being silly, Roddy," A reddish brown maximal sitting at another computer remarked. "We're going to find them! Don't forget, Rattrap is one of our brothers-in-arms, if you get what I mean."

Just then, a bluish white Maximal came racing up into the cockpit, panting profusely!

"Ironhide, what is it?!" Rodimus frantically asked.

"We…we have a ship on our tail," Ironhide panted, causing Rodimus to jump into action! Dashing over towards the computer Skids was sitting at, he saw what appeared to be a Predacon ship coming towards them. "The Predacons must have sent a ship after us!" Ironhide informed the group.

"They must be looking for Megatron!" Rodimus cried in realization, and then started barking out orders! "All power to weapons! I want those Predacons off our tail right now!"

"Yes sir, Rodimus!" Ratchet obeyed, turning the shuttle's guns on the Predacon ship! "Firing now!" With the press of a button, the Maximal ship opened fire!

Aboard the Predacon ship, the commander in charge ordered a counterattack. "Those Maximals must be stopped!" The commander said in a deep voice! "Blow them out of the galaxy! I want their hides!"

The pilot of the Predacon ship, a greenish robot with one eye, did as he was told and returned fire on the Maximals.
"We're approaching Earth's atmosphere!" Skids cried just as the Maximal ship was hit by a blast from the Predacons! "Oh, dang it!"

"We're hit!" Elita One shouted as the force of the hit knocked her onto the ground!

"Engine one is out!" Ratchet shouted! "Engine two is out!"

"Hang on!" Ironhide replied as he looked up at one of the computers. "We've hit the Predacon ship!"

"They must be no better off than we are!" Rodimus realized as they felt their ship falling faster and faster. "Everyone, hang on!"

Aboard the Predacon ship, the same issues were being experienced. "Predacons, brace for impact!" The commander shouted, and they all did as they were told.

Down and down the two ships went and where they would land, no one knew.

…

Back on the moon, Grogar was giving Megatron and the resurrected Predacons the backstory of Equestria and the rulers in charge. "Hmm, it appears from what I see," Megatron guessed as Grogar deactivated his crystal ball. "That these…ponies took your kingdom from you. But what, pray tell, does any of that have to do with us?"

"Simple, I am putting together an army the likes of which Equestria has never seen before," Grogar explained. "And it seems like you will all be the perfect minions."

"Minions?" Quickstrike snarled. "Uh, we only serve Megs here. Right, boss?"

But Megatron gave the fuzor a hard stare and a low growl, for he was more than willing to get help in return for serving Grogar.

"You'll have to excuse the boob here," The crafty Predacon leader apologized. "I'm sure that my fellow Predacons and I will be more than interested in serving you, Emperor Grogar. You've given me my army back, and they in turn owe you their new leases on life. So if you ask to serve you as compensation for that deed, we shall oblige."

"Good, because I'm going to need you to start laying the seeds for my arrival," Grogar explained, leading them away from his crystal ball. "Follow me to the war room."

"War room?" Scorponok wondered to Tarantulas. "What's he talking about?"

Following Grogar, the Predacons were led into a large room similar to Twilight's friendship map in her own castle.

"This is Equestria," Grogar explained to the Predacons. "A land once made up of farms and pastures, until I declared myself emperor. But that land was taken from me!"

"Is it all…four legged creatures?" Quickstrike wondered as Grogar snorted at him. "I mean… uh, sure…g-go on."

"The land of Equestria is not only made up of ponies, but a variety of creatures," Grogar continued. "Each of these creatures have now vowed to aid the ponies in the defense of their land. And the ponies have, in turn, pledged their services to help protect and further the development of the kingdoms these other creatures come from. Which is why I need someone like you, Megatron, to weaken the defenses of Equestria and thus give me and my minions the advantage. I had hoped my alliance with Grimlord would provide that, but sadly it was not meant to be thanks to those accursed Pillars!"

The more Grogar explained, the more eager Megatron became in getting started on his important mission.

"And with Optimus and the rest of the Maximals out of the way," He declared as a smile crept across his face. "I can assure you that there will be no interference. These ponies seem considerably less durable."

"Who is this 'Optimus'?" Grogar blinked.

"Optimus Primal, my dear Grogar," Megatron simply replied. "Our sworn enemy and leader of the accursed Maximals. As far as we are concerned, they're probably floating around as space debris after that explosion."

"Good, then there shall be no interference on their end," Grogar gleefully declared, before he cleared his throat. "Now, you and your Predacons are to go to Equestria and begin the first wave of my conquest. I don't care how you do it, but I expect you to get it done. If you fail me, I shall send you all back to the darkness from which you were summoned. Is that clear?!"

"Yes, my emperor." Inferno replied and promptly bowed to Grogar, much to Megatron's annoyance.

Activating the powers of his bell, the goat transported the evil group of transforming robots to Equestria. "Do not fail me, Predacons. You may well be my last hope."

Grogar thought to himself as he returned to the business at hand in his castle.
…
Meanwhile, Rodimus Primal was just coming to following the crash. Opening his eyes, Rodimus suddenly felt himself feeling far more different than he normally was. He found himself no longer standing on two legs, but on four and he felt a strange feeling around his head.

"What…what has happened to me?!" He gasped, hoping for an explanation. "Why do I feel so different? Has my body taken on a new beast mode?"

Rodimus then looked around and saw that the ship his rescue party had been travelling in was completely destroyed!

What's more was that his comrades were no longer within his range. "Ratchet?!" He called, pushing away a piece of debris. "Elita One?! Ironhide?! Where are you all?! Say something!"

Stepping out of the wreckage, Rodimus found himself standing in a forest clearing and then proceeded to walk over towards a lake, looking down at his reflection.

"By the matrix!" He gasped, seeing that he now indeed had a new beast mode. "I'm a…lion! But, how did I become one?" Suddenly, he went over and saw a large moose lying against the base of a tree.

Opening its eyes, the moose raised its head and looked back at Rodimus. "B…boss?" The moose asked. "What in the allspark…happened to you?"

"Skids?" Rodimus asked back. "What's happened to you? You're a moose."

"Ugh, what do you think I am…a stinkn' squirrel?!" Skids groaned. "Where's Mudflap?"

"Get yo butt up!" A voice weakly cried out, and in stepped a whitetail deer. "Get yo butt up, Skids."

"Mudflap, help your brother up, now! I'm going to look for the rest of our crew, stay here!" Rodimus ordered, as he went off in search of his missing comrades. "Ironhide! Ratchet! Elita! Please, say something!"

Just then, Rodimus heard a loud trumpeting groan from a nearby swamp. He ran over to see an elephant trying to get itself out of the muck. "Ugh, Rodimus," The elephant groaned. "You look…different."

"So do you and the rest of us, Ironhide," Rodimus replied as the elephant Maximal slowly trudged out of the swamp. "The twins are with me…so we just need to find Ratchet and Elita…if they're still online."

…

Meanwhile, not far from the Crystal Empire, the destroyed Predacon ship burned in the wreckage. And as luck would have it, a group of royal guard ponies led by Shining Armor approached the scene at that very moment. "Reports say it just fell out of the sky, all of a sudden," One guard said to Shining Armor. "What do you think it could be, Captain?"

"I'm not sure, but we must be prepared. There might be survivors, and they may not be friendly," Shining Armor replied, holding a sword in his aura.

Suddenly, the group heard low growling from inside the wreckage. "Shh, listen!" Shining instructed.

Listening carefully, the group kept their focus on the growling and as one of the ponies cautiously pushed the wreckage back, they were startled by the sudden appearance of a black panther, snarling evilly at them!

"What is that?!" The guard pony shouted, holding the sword at the panther, who merely growled and snarled as it advanced on the group!

Acting quickly, Shining Armor fired a blast of magic at the panther, which it quickly deflected.

Just then, all heard another growling from the wreckage and at that moment, a green alligator roared loudly!

"Who are they?!" Another guard pony shrieked. "We should run!"

"Soundwave terrorize!" The panther roared, transforming into a two-legged robot form.

"Shockwave terrorize!" The alligator roared, also transforming into a two-legged robot form, much to the horror of Shining Armor and his troops!

Realizing they were up against a force they couldn't hope to defeat, Shining Armor immediately ordered a tactical retreat as Shockwave and Soundwave fired their weapons at the retreating Prince of the Crystal Empire and his forces. The ponies barely managed to avoid the blaster fire raining down around them.

Just then, the two Predacons saw a blaze of light streaking across the sky! And as quickly as they saw it, the light landed in front of them and engulfed the horizon in flashing light!

Once the light cleared, Shockwave and Soundwave looked up to see Megatron and his group of Predacons standing in front of them.

"Megatron!" Soundwave whispered as Megatron laughed evilly.

The Predacons had arrived in Equestria.

…

Episode 3: "Coming of the Beast Wars, Part 3"

…
PREVIOUSLY ON "MY LITTLE PONY"
…

Twilight Sparkle: Who are you?

Optimus Primal: My name…is Optimus Primal.

Cheetor: How the heck did you find us?

Twilight Sparkle: You were all in a crash.

Grogar: Behold, the return of your loyal servants!

Chrysalis: Do you think I would love someone like Megatron? I just barely met him, we all did. And you know I love you, Tirek. Don't forget that.

Grogar: Now, you and your Predacons are to go to Equestria and begin the first wave of my conquest. I don't care how you do it, but I expect you to get it done.

Guardspony: What do you think it could be, Captain?

Soundwave: Megatron!

…

Soundwave and Shockwave watched in awe and amazement as Megatron and his band of Predacons towered over them.

"Megatron!" Shockwave gasped as both he and Soundwave bowed to the Predacon leader. "After all these years, you have returned to us!"

"On your feet, fools!" The Predacon leader ordered and both rose up on command. "What are you doing here?"

"Stopping a Maximal ship, Megatron," Soundwave answered as Megatron and the other Predacons transformed back into their beast modes. "Target: Optimus Primal and the Maximals."

Hearing this information, Megatron growled intently at the two Predacons.

"You mean…they're still alive?!" He questioned them. "Even after that mysterious explosion?!" Then he muttered under his breath. "Of course they would be alive. Those accursed Maximals survived everything I threw at them in the Beast Wars."

"Wait a minute," Quickstrike spoke up. "Those no good varmint Maximals are alive?! Uh, did I miss something here?"

"Obviously, you were transitioning to Transformer Vahalla, Quickstrike," Megatron remarked. "Just like I was being transitioned to Cybertron as a prisoner of war. But that's all in the past now, Predacons. Optimus and the other Maximals are alive, and I intend to destroy them once and for all! But first…we have an errand to perform for our new…ally."

Turning back to the Crystal Empire, Megatron felt attacking it on Grogar's behalf would not only give Grogar what he wanted, but Megatron himself would get what he so desired. If the Maximals were alive and on this planet, an attack on innocents was a surefire way to flush them out of hiding.

"New ally?" Soundwave asked, looking over at Megatron with a confused look on his face.

Meanwhile, back in the Crystal Empire, Shining Armor retreated into the castle where Princess Cadence was waiting.

"What happened?!" She inquired of her husband in a worried voice as she got down off her throne and towards him! "What did you see in that strange craft?!"

"Two strange creatures, Cadence," Shining Armor gasped, trying to catch his breath. "One was a panther…the other an alligator. All of a sudden, they just mutated and began blasting us. It took all we had just to escape with our lives."

Almost immediately, memories of Chrysalis crashing their wedding became flooding back to Cadence. "Mutated? You mean…like how a changeling transforms? I thought we'd seen the last of the rogues?"

"Sort of," Shining Armor weakly replied. "Whatever they are though, it's something none of us have ever seen before."

Immediately, Cadence began to realize the growing threat against her empire. Walking over to a large window in the throne room, she looked out to the mountains and began formulating a defense plan.

"I'd better notify Twilight about this," She declared, walking away from the window. "Whoever these creatures are, they are a threat to not only us but to Equestria as well. It's only a matter of time before they go on the attack."

"Then we'd better increase our defenses! If it's a fight they want it's a fight they'll get!" Shining Armor boldly suggested, his earlier doubts leaving him for the moment.

"I'm giving you that order now, darling," Cadence remarked, her eyes focused on writing a scroll to Twilight.

…

Back at the Castle of Friendship, Optimus Primal and the other Maximals were continuing to get acquainted with their new surroundings.

"So, this is basically your main base?" Optimus asked Twilight as they walked into the castle's throne room. The friendship map standing out in the center.

"Well, sort of," Twilight politely answered. "I actually have another residence in Canterlot that I sometimes stay at depending on certain situations. Still, this castle is my home first and foremost. But why do you call it a base? This isn't meant to be a command center or anything like that."

"It's war talk, princess," Cheetor replied, shrugging his shoulders. "When you're in a war, you tend to create your own vocabulary. Kind of helps alleviate the boredom between battles."

"I see," Twilight nervously remarked. "Anyway, this castle is my sanctuary. This is the place I go to whenever I feel down."

"Kind of like a place to decompress," Rhinox guessed, looking around the library. "Normally, I don't do any decompressing unless it is around flowers. There's always something or someone that needs my attention."

As the Maximals chuckled at Rhinox's remark, Spike entered the throne room with the rest of Twilight's friends.

"We came as soon as we got the note, Twi," Applejack spoke up as her eyes fell upon the Maximals. "Why are these animals up and walkin' around in the throne room? Weren't they hurt in that crash last night?"

"Indeed," Rarity added, only to shriek loudly when she saw Rattrap sitting in her throne. "And what is that disgusting rat doing in my chair?!"

"Hey, I resent that, marshmallow!" Rattrap snapped!

"Rattrap, get out of the throne, now" Optimus flatly ordered in annoyance, and Rattrap complied. "I'm sorry about Rattrap. He can be a smart aleck sometimes, but he has a good heart and he's a valuable ally to have in battle."

Then he introduced himself. "I'm Optimus Primal, leader of the Maximals. And this is my crew: You already know Rattrap, but there's also Cheetor," He gestured to the cheetah. "Rhinox," He gestured to the rhino. "Silverbolt," He gestured to the wolf. "And Black Archania, the most recent addition to our crew." He gestured to the spider.

"Nice to meet ya, Optimus," Applejack greeted. "I'm Applejack, Princess of Honesty and these here are my fellow princesses: Rainbow Dash, Pinkie Pie, Fluttershy and Rarity. Each of us is princess of a different element. And I must say, it's not everyday we get to see wild animals walkin' around and talkin' like us."

"Um, Applejack," Fluttershy corrected, nudging her in the side. "I helped rescue them last night, along with your brother." Applejack said nothing.

"So, what are you all doing here?" Rainbow Dash asked Optimus. "And where the hay did you come from?"

"We were on our way back to our home planet, Cybertron," The Maximal leader explained. "When we were suddenly caught up in an explosion."

"An explosion in outer space?" Pinkie Pie blinked in surprise. "How come I wasn't there?! I've always wanted to go to space!"

"Where were you comin' from?" Applejack asked.

"Earth," Rhinox answered, walking next to Optimus. "Or rather…prehistoric Earth where we'd been fighting the Beast Wars with our rivals…the Predacons."

"Predacons?!" Rarity gasped! "They sound like a rather ghastly group!"

"Oh, you ain't seen nothing yet, sister," Rattrap remarked. "They fought us when it came to energon, changing the future, aliens, you name it. Plus, their leader is a real dump heap."

"He means Megatron," Optimus corrected. "We were transporting him back to Cybertron as a prisoner of war when the explosion occurred. And if he's not here with you, I can only assume he survived the explosion as well. And that means he's still alive."

The more Twilight heard about this explosion, the more she became curious as to find out more about what had happened. "What explosion were you caught in?" She asked Optimus, having a sinking suspicion about the root cause.

…

Meanwhile, in his cave, Starswirl the Bearded was writing in his diary about how his students and the Pillars had rescued King Cosmo and Queen Galaxia from the clutches of Grimlord. Then he noticed the presence of Celestia and Luna behind him.

"I uh, hope we weren't interrupting anything," Luna sheepishly greeted. "Starswirl."

"No, no, you weren't interrupting me at all," Starswirl replied, chuckling slightly and taking his focus off of his diary. "In fact, your visit couldn't have come at a better time. I wanted to see how your parents have been doing since we rescued them from Grogar and Grimlord. Surely it must be nice to have them back home again."

"It's…going to take some time for them to get acquainted with how much has changed," Celestia somberly remarked.

"More than even you and the other Pillars. It'll be awhile before they can get back to doing what they were doing before Grogar captured them."

"I highly doubt that," Starswirl commented. "Twilight and her friends are now ruling Equestria, after all. You cannot simply undo that decision. But perhaps that gives you all a chance to finally be a family again."

Both Celestia and Luna gave each other a warm smile.

"However, the reason I called you both here is actually because of something related to when the bomb exploded on the Dark Fortress," Starswirl explained, walking over to his cauldron and activating it, showing the moment when the bomb exploded. "Take a close look at this flying object."

Using a magnifying spell, Starswirl showed the two sisters a mysterious shuttle being caught in the blast radius.

"We see it, Starswirl," Luna commented. "Do you think it might be related to that crash last night in the Everfree Forest? I mean, that looks like the airship that Twilight reported on."

"It's not the ship itself, Luna," Starswirl continued. "Take a look at this falling object going towards the moon." He then used the magnifying spell again on the falling, flaming object, directing the sisters to look even closer.

"It looks like a dragon!" Celestia gasped, looking over at Starswirl. "But what could a dragon be doing out in space? It doesn't make any sense."

"And for that matter, what kind of dragon do you think it could be?" Luna pondered. "It doesn't look like any dragon we've ever seen before. It looks… metallic."

Sighing deeply, Starswirl directed his attention off of the cauldron and proceeded to make his way over to a small library of books that he kept for personal use.

"I want you both to listen very carefully to what I am about to tell you," He instructed, before opening a large black book while the two sisters listened closely. "Before your parents were abducted by Grogar, your father mentioned of a possible war between Equestria and an outside intergalactic force. Do you remember him telling either of you that?"

"N…n…no, Starswirl," Luna stammered. "I was too young to remember."

"I sort of remember it, Starswirl," Celestia confessed with a gulp. "It was right after Grogar was sent to the moon, Father said that…Grogar would find a friend on the moon to help him return to Equestria and take back what was his. At the time though, I thought it was just a fairytale. But after all that's happened, I'm afraid it may be all too real."

The grim look on Starswirl's face gave the two sisters a sign that something was indeed coming.

"You don't mean…?!" Celestia gasped in a hushed voice, her thoughts turning to Twilight and how her fragile mental health state would once again be affected. "Twilight!…Starswirl, can't we just stop whatever war our father was speaking of before it even begins?!"

But the wizard shook his head in indication that he couldn't. "Twilight and her friends…are about to face the greatest challenge of their lives. There's nothing I can do to prevent that."

Her motherly instincts kicking in, Celestia raced out of the cave and took to the air while Luna ran off after her!

"Sister, wait!" Luna called, trying to catch up with Celestia as Starswirl watched from his cave. "Celestia!"

…

Back at the Crystal Empire, Shining Armor cast his signature shield spell around the kingdom.

"So, those fools are trying to keep us from getting into their kingdom?" Megatron remarked in observation. "Perhaps this is the best time to give a first impression of our new ally, yesss…"

"Look at those pathetic, four legged creatures," Quickstrike remarked. "Thinking that they're going to stand a chance against us. I can't wait to lasso me some horseys!"

"I like your desire, Quickstrike," Megatron smiled. "But remember, business before pleasure. For now, we can try and weaken their defenses."

But at that moment, Megatron felt a sudden surge in his head, causing him to grow loudly! This came at great shock to the other Predacons.

"Royalty!" Inferno cried out! "Royalty, what is it?!"

Suddenly, Megatron stopped shaking and almost like he was being used as a puppet, flew in front of his Predacons and got their attention. "Predacons!" They heard Megatron say in Grogar's voice. "You are not to take any prisoners. I want you to test the defenses of these pathetic equines and cause them to declare war on us."

"Grogar!" Scorponok realized. "Why are you talking through Megatron?!"

"This is your one and only chance to prove you are worthy of being my allies," Grogar instructed. "You owe your new leases on life to me, so you will do as I command if you wish to continue living! Now go and carry out my orders! And do not fail me!"

Released from Grogar's mind control, Megatron fell into the snow face first much to the amusement of some of the Predacons.

"Blasted goat," Megatron muttered, spitting out of the snow in his mouth. "He sure knows how to make his presence known."

"What do we do now?" Tarantulas asked as Megatron's attention turned towards the wreckage of the Predacon ship that Soundwave and Shockwave were travelling in. "If there are any survivors…"

Looking at the ship, Megatron walked over and surveyed the damaged ship.

"There are no survivors, Megatron," Soundwave replied. "Only Shockwave and I still function."

Megatron stared at the wreckage for a brief moment. "Are you certain?" He asked the two surviving Predacons with his back still turned to them.

"We are certain, Megatron." Shockwave answered.

But suddenly, Megatron saw what appeared to be a bright light shining in the wreckage.

"Inferno! Quickstrike!" He ordered. "There is a stasis pod in the wreckage. Get it out!"

Doing as they were told, Inferno and Quickstrke transformed into their robot modes and proceeded towards the glowing object.

Feeling as though they lied to him, Megatron transformed to robot mode and grabbed Soundwave in his dragon mouth.

"No survivors, you say?" He asked the panther, crushing Soundwave's stomach slightly. "I never believed you for a second…neither of you!"

Tossing Soundwave onto the ground, Megatron grabbed Shockwave and brought the alligator to his face. "Lie to me again," He threatened in a quiet and sinister tone. "And I will have both your sparks!" Throwing Shockwave back onto the snowy ground, Megatron then turned his attention back to the salvage operation.

"Royalty!" Inferno called out. "There are two colonies in here!"

"What do you want us to do with them?" Quickstrike asled.

Knowing that he might have further use of them, Megatron inspected the two pods closely. Seeing that they were once Maximal protoforms, he began to picture them as Predacons…Predacons that he would bring back from the dead. "Keep them protected," He ordered. "And we'll deal with them once our message from Grogar is delivered to these creatures. Prepare to start breaking into their defenses!"

Heeding their commander's words, the remaining Predacons transformed from beast to robot:

"Scorponok, terrorize!"

"Tarantulas, terrorize!"

"Terrorsaur, terrorize!"

"Shockwave, terrorize!"

"Soundwave, terrorize!"

And with all the Predacons transformed, they began to carry out their assault on the protection spell Shining Armor had produced.

…

Back on the moon, Grogar turned off the powers of his bell and walked off the balcony and back into the throne room.

"So, what did you do? Tirek asked the goat.

"I merely gave the Predacons their instructions," Grogar vaguely answered. "I want them to carry out an attack to test not only their strengths, but also force Equestria into a war they can't hope to win."

"Where do you plan on attacking, my emperor?" Sombra asked.

"The Crystal Empire," Grogar said, much to Sombra's shock and disbelief!

"What?! My emperor…" Sombra protested, only to be interrupted by a low growl from Grogar. He was forced to keep his disgust at having his former kingdom be attacked inside.

"Don't worry, Sombra," Chrysalis remarked, flying over to rub his shoulders. "I'm sure there will still be a Crystal Empire for you when all is said and done."

"In the meantime," Tirek wondered. "Do you think this 'Megatron' is going to be a worthy ally of ours, my emperor?"

"If we are to succeed in our mission, we will need his support," Grogar answered. "But that depends on if he and the Predacons can do what they need to do."

Despite his seeming support, a part of Tirek wanted Megatron to fail in his mission. For in his mind, if Megatron were to fail then any thoughts Chrysalis had for the Predacon leader would surely go away.

But Grogar had ideas of his own. Leaving his throne room, he proceeded to walk down deep into a secret area of his castle that was only reserved for him. Entering a private laboratory, Grogar tapped into his bell's power once more and extracted what appeared to be memories out of it.

"So, these are the memories of the great Predacon leader?" He sinisterly chuckled, hardening the memories into a series of five crystals before taking them over to an open book with a hole in the right stack of pages. "Let's see what he has lived through."

"We only have to wait until they repair their ship, and then attack while their guard is down," Grogar heard Megatron in a purple Tyrannosaurus Rex beast mode say to his Predacons at one point during the Beast Wars. "With the Maximal ship in our possession, we will be able to recover the orbiting stasis pods containing Maximals 'eager' to become Predacons."
Grogar then watched Megatron storm over to Terrorsaur.

"SO NO ONE LEAVES!" He shouted.

"Hmm," Grogar said to himself. "So, he always wanted to build his forces? I can do that as well. What else does he have to say?" Taking another crystal, Grogar placed it in the book and looked at another memory of when Megatron supposedly killed Optimus Primal.

"Oh, you Optimuses do love to sacrifice yourselves, don't you?" He remarked to Optimus while inside a locked stasis pod. "Well, fortunately, this time your foolishness will destroy you and your Maximals. The Beast Wars are over, Optimus. You lose."

Laughing evilly, Megatron relished in his enemy's death as Optimus was destroyed by the exploding blast in front of him.

"Nooooo! NNOOOOOOOOOOOOO! MEGATROOOOOOOOOOOOOOOOOON!"

Seeing Megatron relish in this particular moment gave Grogar a deep amount of satisfaction. In fact, he couldn't help but picture Twilight Sparkle in Optimus' place. Taking yet another memory, he placed it in the book and he viewed Megatron and the Predacons attempting to destroy a village of protohumans.

"Hmmm, my ears are burning! Yeeessss!" Megatron said as he emerged from behind a rock in a transmetal T-Rex beast mode. "Why, Dinobot, what a delightful surprise! Let's see, where are we now? I have the Golden Disk, I have the power to change the future, and the only remaining obstacle in my path to unimaginable glory... is yourself."

Grogar watched as Megatron transformed to robot mode in front of the wounded Dinobot. "Exhausted. Damaged beyond recovery. Defeated."

"Not just yet!" Dinobot cried and attempted to charge at Megatron, who stopped him dead in his tracks.

"Ah-ah-ah," Megatron teased, showing Dinobot a captured Protohuman. "One more step, and it's raining bits of early human anthropoid, yeeessss."

Not wanting to risk the Protohuman's life, Dinobot stood down.

"Oh dear, how positively Maximal of you," Megatron remarked. "You were weakened before you started, Dinobot. Weakened by compassion."

Growing more and more excited by what he was seeing, Grogar took the fourth crystal and placed it in the book. The next memory showed Megatron entering what appeared to be a large ship with dormant robots inside of it.

Ah... Now I enter these hallowed halls... a conquerer," He heard Megatron say as he walked past the dormant robots. "Yessss... Autobots and Decepticons still frozen in emergency stasis, still awaiting the moment, four million years hence, when they will start the Great War! The Great War, where the Autobots defeat the Decepticons, and thus their descendants, the Maximals, rule we Predacons. Archaic Energon guzzlers! How dare they! Unwilling though I was to follow my namesake's instructions... it has all come down to this! The ultimate risk, for the ultimate prize! A day of reckoning, with those who made us slaves!

Megatron then proceeded towards a particular robot, red and blue in color sitting in a gold captain's chair. "So, we meet face to face, Optimus Prime! In one future, you awaken and become the great leader of the Autobots! But time... shall take a different track now. Computer! All available power to primary weapon!"

Powering up his weapon, Megatron aimed it at the robot's head as he dramatically declared! "Now, Optimus Prime... In memory of the Decepticons, for the glory of the Predacons, for the Cybertron that is rightfully ours... and mine to rule! I unleash the storm of vengeance! Farewell."

A little while later, Megatron emerged from the ship as his enemies became affected by the blast. "

Say goodbye to the universe, Maximals! The future has changed, yessssss. The Autobots lose! Evil triumphs! And you...YOU NO LONGER EXIST!"

Having heard enough, Grogar was filled with inspiration as he began laughing evilly.

"Megatron, we may have met for a short time," He gloated. "But you have already filled me with the determination to finish off Twilight Sparkle and her friends…FOR GOOD!"

Grabbing several spell books, Grogar began searching for spells he could use to his advantage. "Only this time, I shall control you and your Predacons to do my bidding in bringing Equestria…TO ITS KNEES!"

And with his long evil laugh, he began to put together a plan to carry out his ultimate conquest.

…

Meanwhile, having heard of the great challenge that her most faithful student was about to face, Celestia flew faster and faster back to the castle, only to be pulled back by Luna.

"Celestia!" Luna cried, pulling her sister to her side. "Maybe…maybe Starswirl's age is starting to get to him. Maybe he's wrong."

"He's not wrong, Luna!" Celestia retorted in a firm tone towards her little sister. "Don't you get it?! Just when you think Twilight has been through it all…something else pulls her right back in. We…we can't let that happen! She has suffered enough already!"

"You heard what Starswirl said, sister," Luna protested, stopping Celestia from flying any further. "If what Father said is to come to pass, we have to face it. Besides, haven't we always believed that Twilight and her friends would come through in the end? We wouldn't have retired if neither of us believed it."

But Celestia wasn't going to listen easily. In her mind, she felt that Twilight had been through enough. "There…there must be another way, Luna. All that we did we did before we truly knew how delicate her mental state was, and how deep her mental wounds run!" Celestia cried in a panicked voice. "Maybe…maybe we should fight this threat ourselves! Yes, that's it! We'll come out of retirement and…"

"No," Luna interrupted in a firm voice. "No, Celestia. We've done our duty, and if you want to see Twilight further gain confidence as ruler of Equestria…"

"Luna!" Celestia cried, sharply turning away from her. "Her mental health…her anxiety…it's already unstable enough as it is. What if something happens to her and I'm not there to help her?! She's been like a daughter to me from the day I took her under my wing. I'd sooner die than see her suffer another breakdown that I could've prevented!"

Panicked, Celestia flew faster back to the castle!

…

Back at the Castle of Friendship, Optimus Primal continued to relay his story to Twilight and the others.

"Let me get this straight," Twilight said while pacing back and forth, trying to absorb all she had heard. "You were caught in the explosion of another ship being destroyed? What other ship could have been in the area?"

"We don't know, Princess," Optimus sighed. "It just came out of nowhere. All we know right now, is that we're stuck here with no way back to Cybertron."

"There has to be a reason for why you encountered that explosion," Twilight pondered. "But the answer may not come right away."

"Oh boy," Rattrap sighed, getting out of Rarity's throne. "Guess our trip home will be further delayed…"

"Look at the bright side, Rattrap," Cheetor remarked, looking over at his fellow maximal. "At least we aren't floating around as space debris. And who knows? Maybe this place will be to our liking."

Just then, Spike felt himself belch out a scroll! "Spike, what is it?" Twilight asked, taking the scroll from him and reading it. After a few moments, a look of worry came onto her face.

"Twilight, what's it say?!" Applejack frantically asked!

"The Crystal Empire…" Twilight said, urgently putting the scroll on the map. "Two strange creatures are threatening to attack it. We've got to get over there and fast!"

But Optimus had his suspicions. For he knew that what he feared the most had come to pass. "Megatron," He said to Twilight, catching her attention. "Megatron…is alive."

With a further look of concern on her face, Twilight turned to her royal advisor. "Spike," She ordered. "Tell Tempest to get a platoon ready for battle! Whoever these creatures are…we can't take them lightly. Ready, everypony?!" When she received only firm nods she declared. "Optimus, we'll be back soon! You and the others…"

"Wait!" The Maximal leader declared! "We're going with you! If anything, it might be a Predacon attack! And if it's us they want it's us they'll get! Maximals!"

Watching in amazement, Twilight and her friends witnessed the Maximals preparing themselves for battle, transforming from beast to robot modes:

"Silverbolt, Maximize!"

"Blackarachnia, Maximize!"

"Cheetor, Maximize!"

"Rattrap, Maximize!"

"Rhinox, Maximize!"

"Optimus Primal, Maximize!"

"I think…" Spike whispered to Twilight. "We just got some big help!"

Acting fast, Twilight casted her teleportation spell transporting herself, her friends and the Maximals to the Crystal Empire to defend the Empire against the Predacons.

However at that moment, Celestia and Luna arrived at the castle and hastily came inside while Starlight came in from another room.

"What was that?" She cried to the sisters. "What was that bright flash?!"

Celestia felt her heart sink realizing that Twilight was once again putting her mental health at risk.

…

Episode 4: "Coming of the Beast Wars, Part 4"

…
PREVIOUSLY ON "MY LITTLE PONY"
…

Megatron: Optimus and the other Maximals are alive, and I intend to destroy them once and for all! But first…we have an errand to perform for our new…ally.

Shining Armor: All of a sudden, they just mutated and began blasting us. It took all we had just to escape with our lives.

Cheetor: When you're in a war, you tend to create your own vocabulary. Kind of helps alleviate the boredom between battles.

Celestia: But what could a dragon be doing out in space? It doesn't make any sense.

Starswirl: Twilight and her friends are about to face the greatest challenge of their lives. There's nothing I can do to prevent that.

Grogar: Only this time, I shall control you and your Predacons to do my bidding in bringing Equestria TO ITS KNEES!

Twilight Sparkle: We've got to get over there and fast!

Optimus Primal: Megatron…is alive.

Spike: We just got some big help!

…

Out in the Everfree Forest where they had crash landed, Rodimus Primal was now searching the forest for his missing comrades.

"Elita! Ratchet! Where are you?!" He called at the top of his lungs as he walked through the forest. "Elita! Ratchet!"

"They might be dead, boss," Ironhide glumly declared. "We'll just have to face it. No one could have survived the crash we were in."

"They are alive, Ironhide!" Rodimus retorted, turning around to the elephant. "In the name of Cybertron, I will tear this forest apart if I have to until I find them!"

As they walked, they couldn't help but notice that many of the forest's strange creatures were looking at them in a strange manner.

"You? Youse a lion!" Skids remarked. "How can you turn this place apart, Rodimus?"

"Yeah, what he said!" Mudflap added.

"Just focus on the task at hand!" Rodimus instructed. "My sister-in-law is alive and I won't hear any of it if any of us thinks otherwise!"

Suddenly, the sounds of growling were heard through the bushes, catching the attention of the group. "Uh, top cat?" Skids asked, nervously looking at his superior. "I think there's…"

"Quiet!" Rodimus snapped, turning sharply towards them. "Not another word! Our comrades are still alive and…"

Suddenly, the growling grew louder. "Wait," He whispered. "Do you hear that?"

"That's what we was trying to tell ya!" Mudflap indignantly retorted. "Something is out there, and growling like an upset stomach!"

"Are you calling me fat, Mudflap?!" Skids snarled.

Rodimus looked around for any sign of the source of the growling but found nothing. But then he saw what appeared to be glowing eyes peeking out in the distance ahead. And then the sounds of howling were heard.

"What is that?!"Ironhide cried, trumpeting loudly and rearing up on his two rear legs.

Without warning, the creature leapt forward and out stepped a wolf-like creature made up entirely of wood. "It's a wolf made of timber!" Rodimus gasped as more growling was heard and more of the same creatures came out and surrounded them. "Oh, slag…"

The four timberwolves then leapt towards the group and there was no turning back for them. They needed to fight these creatures.

"Maximals, attack!" Rodimus commanded and growling like a lion, he pounced on the Timberwolf in front of him, while the rest of his group proceeded to attack the other Timberwolves!

…

Meanwhile, Megatron and the remaining Predacons continued to chip away at Shining Armor's forcefield over the Crystal Empire. "Hit it harder!" Megatron ordered. "There must be a weakness!"

"You're telling me, boss!" Quickstrike added. "These here ponies…are just like those Maximals."

"Well I haven't met a challenge that I couldn't overcome in the end, Quickstrike!" Megatron remarked. "Now shut up and keep firing! We've got to break through!"

Inside the forcefield, the Crystal Empire had been locked down, troops were stationed at their various posts. Both Shining Armor and Cadence along with Flurry Heart, looked nervously at the enemies in question from afar.

"The shield won't hold for very long," Cadence nervously whispered as she began to see cracks in the shield spell. "It's only a matter of time before they break through. What will we do then?"

Agreeing with his wife, Shining Armor looked down on his troops in front of the castle.
"Prepare to advance!" He called down to them before turning back to Cadence. "I'm getting the feeling this is going to be worse than when Sombra came back. We must be ready to defend this empire to our last breath!"

"For once, I think Flurry Heart and I both agree with you, Shining." Cadence commented as her daughter babbled.

"Come on, Twily, where are you?" Shining whispered under his breath, hoping for his little sister to arrive soon. No sooner did he whisper those words than did a bright flash appear behind, and in swooped Twilight and her friends, followed by the Maximals.

"Twily! Thank Celestia you got here!" Shining Armor happily exclaimed!

"We came as soon as we got your message," Twilight nodded. "How's the shield holding?"

"Not very well, I'm afraid," Shining commented with a frown. "These invaders are hitting the shield pretty well."

Suddenly, a loud cracking noise was heard and the time for urgency was made immediately clear to all! "Maybe a little too well." Rarity couldn't help but remark.

"Megatron and the Preds will burst through the cracks in a few cycles," Optimus Primal declared, much to the confusion of the Crystal Empire's leaders as he took to the sky. "Maximals, prepare to strike on my command!"

"Who is that?" Shining Armor asked in a confused voice.

"Optimus Primal and the Maximals," Twilight answered. "And those creatures out there attacking the forcefield…are the Predacons!"

Almost as if it was on cue, the shield shattered fully and collapsed! Delighted that he and his comrades had broken through, Megatron laughed loudly and gestured for his troops to advance.

"Get them!" He called out. "Destroy them in the name of Emperor Grogar and the Predacon race!"

Loudly yelling, the Predacons ran towards the Empire with guns firing in all directions!

"Maximals, move out!" Optimus shouted as he and Silverbolt flew towards the approaching Preds. Twilight and the rest of her friends followed suit, leading the Crystal Empire's reinforcements into battle with the invading Predacons.

"Hold them back!" Twilight shouted above the unfolding carnage. "Open fire!" Acting on cue, the combined forces opened fire on the Predacons, trying to strike them all down.

But seeing his enemy advancing minus his transmetal body, Megatron began to picture himself triumphing over Optimus.

"Hello, Optimus!" He cackled with delight. "You don't look like yourself, do you? What happened to your transmetal body? Was it destroyed in the blast?"

Ignoring Megatron's taunts, Optimus flew even faster toward him and the two enemies collided with each other while airborne!

Meanwhile, down below, the rest of the ground troops confronted the remaining Predacons (who couldn't fly).

"Take this!" Rarity screamed as she and Spike took on Quickstrike and Scorponok with their combined magic and fire blasts. "You beastly beasts!"

Letting out a loud scream, Scorponok leapt through the air and somersaulting, pushed Rarity down onto the ground. "

You don't scare me, pony!" He taunted, opening his left claw and firing a missile at Rarity.

The princess of generosity used a shield spell to deflect the missile, sending it flying into a building, much to Rarity's embarrassment. "I'll put that on my tab, Princess Cadence!" She called up to the balcony, only to be struck down by a blast from Tarantulas!

"Rarity!" Spike screamed, rushing over to her side as he looked up at Tarantulas, holding a gun at them.

"You must always pay attention, foolish equine," The Predacon scientist laughed. "Otherwise, look what happens! How careless."

Suddenly, a blast knocked the gun out of his claw and after letting out a loud scream, Tarantulas looked towards Blackarachnia, her own weapon pointed right at him. "Leave them alone, you psycho!" She commanded in an ice cold voice.

"So, this is what you have decided to become, isn't it?" Tarantulas taunted. "A Maximal witch! A traitor to your heritage!"

"I made the right choice," Blackarachina sneered and began firing from her eight legs at Tarantulas, hitting him over and over again. "My only regret was that I didn't do this sooner!"

At the same time, Applejack and Pinkie Pie were aiding Shining Armor and several guardsponies in taking on Shockwave and Soundwave.

"Take no prisoners," Soundwave said to his comrade. "Only trophies."

"The only trophies you're gettin' are the memories of gettin' your sorry behinds blasted out of here!" Applejack shouted, leaping towards Shockwave and pushing him into the side of a building!

Chuckling in amusement, Shockwave threw Applejack onto the ground and proceeded to pick her up with his claw. It took a blast from Shining Armor's magic to release his grip on the Princess of Honesty. Growling, Shockwave took his weapon and attempted to strike Shining Armor with it.

"For a pony, you seem remarkably powerful." Shockwave remarked as he turned his attention to the prince.

"And don't you forget it! You want the Crystal Empire? Well, you can't have it!" Shining cried, headbutting Shockwave in the chest and sending him flying into (and through) several buildings.

"You know that's goin' to have to be repaired, right?" Applejack commented, but Shining ignored her.

At that moment, Pinkie Pie pulled out her party cannon and fired it at Soundwave, who deflected the shot with his blaster! Chuckling quite evilly (and coldly), he proceeded to fire several more blasts at Pinkie, before he was intercepted by a blast from Cheetor.

"Nice shot!" Pinkie said as Cheetor helped her up.

"Don't mention it, anything for a friend." The young Maximal replied.

Meanwhile, Twilight and Cadence watched as the battle continued with barrages of fire striking several buildings. But, Twilight kept all of her attention focused on the aerial battle between Megatron and Optimus Primal. "Optimus is gonna need my help," Twilight said to her sister-in-law. "From the looks of it, he may not have a chance by himself."

"Let me help you," Cadence offered. "He might be too powerful for you to handle alone, Twilight."

"No, stay here with Flurry Heart!" Twilight ordered. "If anything happens to me…" Before Cadence could say anything in protest, Twilight took to the air and raced over to Optimus' aid as he continued his clash with Megatron.

"Not as powerful without your transmetal body, are you, Primal? How unfortunate for you to lose the only thing that gave you an advantage," Megatron taunted as he punched Optimus in the jaw. But, Optimus didn't let his enemies words get him down. He was a fighter and would continue to fight to the bitter end. "Right here, right now, I shall finish you off! I shall finish what I started on Earth."

"Not a chance, Megatron!" Optimus snapped, firing two missiles from his shoulders at Megatron, which the latter blocked with one of his large, gold dragon wings. "I'll defeat you the same way I defeated you on Prehistoric Earth, transmetal body or no transmetal body."

Roaring, Optimus pushed Megatron down towards the ground.

Back in the air, Inferno and Terrorsaur continued shooting from the sky, only to be sidetracked by Rainbow Dash, Fluttershy and Silverbolt.

"Hey, bug breath!" Rainbow Dash called to Inferno in a sarcastic tone. "Can't catch me!"

"You shall burn, retched equine!" Inferno yelled, firing his gun at Rainbow Dash, who dodged the blasts with her supersonic speed. Giving chase, Inferno kept firing at the rainbow maned pegasus, while Fluttershy and Silverbolt dealt with Terrorsaur.

"Hold still, will you?!" Terrorsaur screeched as he tried to shoot at Fluttershy. But Terrorsaur was so fixated on Fluttershy, he didn't even notice Silverbolt sneak up behind him and throw one of his feather spears at the Predacon's back.

Screeching in pain, Terrorsaur saw the Maximal fuzor and charged at him, causing the two of them to engage in a tense struggle.

Acting fast, Fluttershy got in between them and proceeded to throw a few punches at Terrorsaur, knocking him down to a level where he was struck by a random magic blast. The blast caused the Predacon to crash onto the ground right where Quickstrike was taking on Rattrap.

"You know you can't stop me, varmint!" Quickstrike cried at the crafty rat.

"Oh yeah?" Rattrap retorted, emerging from behind a trash can. "Well chew on this!" Throwing the trash can, he hit Quickstrike directly in the chest.

But the Predacon fuzor shook it off and shot at a guardspony who tried to shoot at him, striking him down. Suddenly, however, Quickstrike was surprised from behind by Rhinox, using his two rotating machine guns on Quickstrike, taking him down.

"Thanks, big green!" Rattrap said while cocking his gun.

"Don't mention it, Rattrap. You're always saving my hide, it's high time I returned the favor." Rhinox replied, and together the two of them proceeded to aid in the tense fight surrounding them. The sides seemed surprisingly even matched.

…

Back in the Everfree Forest, Rodimus and his group of Maximals had their hands full with the timberwolves. The wooden canine creatures held them at a major disadvantage since they couldn't figure out when to transform. And even when it seemed like the Maximals had defeated the timberwolves, they just would pull themselves back together through the help of a strange magic.

"I don't know who you are," Rodimus panted as he struggled to get back to his feet. "But I will defeat you all, somehow."

The timberwolves didn't listen and continued their assault on the group. But then suddenly, a pair of missiles came down on the timberwolves, striking one of them down.

Looking around, Rodimus saw what appeared to be a flying robot.

"Rodimus!" The robot in a female voice, it was Elita One!

"Elita!" Rodimus called as she fired several more missile blasts at the timberwolves.

Just then, one of the Ttmberwolves standing behind a small lake was pulled into the water, and emerging from the water was a gray, male robot. "Ratchet!"

"Ain't you a site for sore eyes!" Skids remarked as two more missiles struck two other timberwolves, with the lone remaining timberwolf retreating.

With the timberwolves defeated, Elita landed and transformed back into her beast mode…a brown mountain gorilla, similar to Optimus's gorilla beast mode. Putting himself back in his beast mode, Ratchet jumped into the water, revealing himself to be a manatee.

"Are you all right?" Elita asked as she helped Rodimus up.

"I am now, thanks to you," Rodimus answered. "But how did you…?"

"-There's no time to explain!" Elita One interrupted. "Optimus and the others need our help fast!"

"How do you know that?" Ironhide asked. "How did you find out Optimus is on this planet?"

"I sensed it, something deep in my spark," Elita One explained. "They're in danger and fighting Megatron in a place called the Crystal Empire. Now, all of you come with me! We've no time to waste!"

"Where are we going?" Mudflap asked, but Elita didn't answer him. Instead, all watched as Elita transformed back into her robot mode. "Elita One, Maximize!"

Opening her chest, Elita unleashed a bright blue light on the Maximals that engulfed them. Soon, they found themselves in the Crystal Empire where the battle for the Empire continued to become more and more intense.

"Where…where are we?" Rodimus wondered, getting back onto his feet as he heard a loud yell and saw Megatron gaining the upper hand on Optimus! "Optimus!"

Roaring, Rodimus ran towards Megatron and before the transmetal dragon could react, Rodimus jumped on Megatron and pushed him off of his brother.

Having no fear of the lion, Megatron simply pushed Rodimus off of him.

"Leave my brother alone, Megatron!" Rodimus demanded, growling angrily.

"Well, what have we here?" Megatron sarcastically laughed, holding out his dragon head at Rodimus. "Rodimus Primal, long time no see! How have things been on Cybertron? Are the kangaroo courts still functional?"

Before Megatron could fire on Optimus, Elita One fired two shoulder missiles at Megatron, striking his dragon head. "And Elita One, your beloved mate, Optimus Primal! How fitting that they would come here. Now they shall perish alongside you."

Having no fear inside of her, Elita advanced towards Megatron.

"Elita!" Optimus gasped as he struggled to get back to his feet despite the injuries inflicted upon himself. "I thought I'd never see you again."

Flying overhead, Twilight charged up her horn and fired a blast at Megatron, hitting him in the back.

"Who dares fire upon me?!" Megatron demanded as he saw Twilight flying overhead. "Foolish pony! You don't scare me! But I'll teach you to fear me, the mighty Megatron!"

Taking his dragon head, Megatron fired a blast of fire at Twilight, which she managed to dodge with quick speed.
"Twilight, be careful! Megatron is a threat like no other!" Shining Armor shouted as he tried to deal with Shockwave and Soundwave

Meanwhile, Celestia and Luna flew as fast as their wings could carry them towards the Crystal Empire, and the sight of smoke in the distance gave them both a sign that trouble was already there. It filled them both with a sense of dread.

"Twilight," Celestia whispered as she flew even faster towards the Empire with Luna trying to catch up (along with Starlight Glimmer). "Twilight, I'm coming! Hold on!"

No one was aware of the approaching alicorns as Megatron faced off with Twilight, determined to defeat her at all costs.

"Hear me, pony!" He called out. "I am Megatron, leader of the Predacons! And I have come bringing you a message from Emperor Grogar!"

"Save it!" Twilight hissed, firing a blast at Megatron, which the Predacon leader deflected with his dragon wing. "You are trespassing upon this kingdom and on this land. That means get lost! You and your Predacon friends! Leave this world and never return!"

"Never! The likes of you don't order me about, it's the other way around! And you will soon learn why!" Megatron said loudly and he began to charge at Twilight, who flew away from him!

Optimus and Elita leapt into the air to try and help, but were suddenly pushed back onto the ground by Rainbow Dash, who was thrown to the ground by a madly laughing Inferno.

Flying as fast as she could, Twilight desperately tried to keep herself ahead of Megatron, firing blast after blast of alicorn magic at the Predacon leader to no avail.

"Twilight!" Cadence called out, deciding that she and Flurry Heart needed to take action and fast. "Hang on! We're coming!"

But in a moment of weakness, Twilight was distracted by this statement. As such, she didn't even notice Megatron preparing to fire a blast of his power at her until it was too late!

Firing the blast from his dragon mouth, Megatron watched as the blast struck Twilight square in the back!

"NO, TWILIGHT!" Cadence screamed as looks of horror came from Shining Armor and the rest of Twilight's friends!

Screaming loudly, Twilight crashed down hard in front of the Crystal Heart and fell unconscious while Megatron laughed out loud at his moment of great triumph!

…

"TWILIGHT, NO!" Shining Armor screamed at the top of his lungs, trying to reach his little sister only to be overpowered by Shockwave and Soundwave.

Horrified by what they all saw, Rodimus and his group of Maximals turned all of their attention towards the gloating Megatron while Twilight's friends all tried to get to her aid, only for all to be held back by the Predacons.

"Delightful, but ultimately predictable. This was the only way it could've ended," Megatron laughed, holding his dragon mouth at Twilight. "Now, just one more thing, pony…"

But another blast from Elita's shoulder missiles stopped Megatron from delivering the killing blow.

"That's as far as you go, Megatron!" Rodimus cried as Megatron turned around to face these new Maximals. "Hitting on a defenseless creature, how low have you sunk?!"

"You call that defenseless?!" Megatron snapped. "I'll show you defenseless!"

"All units, Maximize!" Rodimus quickly called for the rest of his group to transform from beast to robot modes in anticipation of what was to come next:

"Skids, Maximize!"

"Mudflap, Maximize!"

"Ironhide, Maximize!"

"Ratchet, Maximize!"

"Rodimus Primal, Maximize!"

Unfazed, Megatron charged at the group of Maximals, who countered by firing their weapons at the Predacon leader, the blasts striking him repeatedly.

Before Megatron could reach the new Maximals, he suddenly felt himself trapped in a magical bond and lifted up into the air. Soon, he found himself face to face with Celestia, Luna and Starlight.

Snarling and without saying a word, Celestia tightened her grip on Megatron and letting out a loud yell, she threw him back into the snow covered mountains! Seeing their leader defeated, the rest of the Predacons retreated for the time being.

"TWILIGHT!" Celestia cried in horror as she hastily landed and ran over to the injured Twilight, while the Maximals and the rest of her friends converged around the Crystal Heart. Picking up the unconscious Twilight, Celestia held her in her forelegs with tears forming in her eyes. "SPEAK TO ME, PLEASE!"

Almost as if on cue, Twilight opened her eyes and looked up weakly at Celestia. "Ow, Celestia!" She moaned, much to the relief of everyone. "Careful! He scorched my back. But at least we were able to drive him away."

"Twily!" Shining Armor cried, racing over to his little sister. "Thank heavens you're okay!"

"It's…it's going to take more than fire to get...rid of me," Twilight winced, still feeling the pain of Megatron's blast. "Any casualties?"

"I'm not sure, Twilight," Shining Armor replied as he looked out amongst the heavy damage the Crystal Empire had sustained in the attack. "Sergeant!"

Calling over a guardspony with the same style of armor as he was currently wearing, Shining Armor instructed. "I want a casualty list as quickly as possible, do you understand? Anypony who is injured is to be checked out immediately!"

"Yes, sir! I'll get right on it, Captain!" The sergeant replied and left.

…

A little while later, Twilight and her friends were being examined for any injuries that they had sustained in the attack.

While mostly minor, Twilight had taken the worst of the hits, suffering first degree burns on her back and wings. But in her mind there were other things of importance.

"Damage report?" She asked Tempest Shadow as she walked into the room.

"Ten dead, one hundred injured," The broken horned unicorn declared with a salute. "Fifty civilians and fifty guards."

"Very well then, carry on," Twilight ordered and Tempest left. A few moments later, Shining Armor entered with several guardsponies behind him. "Any sign of the Predacons?"

"They are all gone," Shining Armor sighed, taking off his helmet and sitting down in exhaustion. "Supposedly and hopefully… they retreated."

"Let's hope they stay gone," Rarity remarked trying to fix her hair while looking into a mirror. "I don't think I can take another event like that."

"You think you have it bad?" Pinkie Pie added, showing off her damaged party cannon. "Look at what those robots did to my party cannon! They've got some nerve, it's like they don't care about anything that belongs to us."

"You can repair a cannon, Pinkie," Twilight replied, looking over at the Princess of Laughter as the nurses finished applying the bandages covering Twilight's wounds. "Lost lives cannot be repaired or replaced."

"So, what do we do now, Twilight?" Spike asked, his head bandaged from the fight. "If those guys come back again…who knows what they'll do?"

"Well, we're going to be ready for them!" Twilight declared, catching the attention of all her friends. "We'll go to Canterlot and announce to Equestria how we plan to respond. No ifs ands or buts, is that clear?!"

"We'll go with whatever works," Rainbow Dash declared. "Those robots won't get away with this!"

"It won't just be the robots," Applejack ominously added. "If it's Grogar…"

"It is Grogar," Celestia declared, rising to her feet and catching the attention of the six princesses. "Starswirl told Luna and I that our father predicted that Equestria would be engulfed in a major war against Grogar. I fear that what happened today was a declaration of war delivered to us from Grogar himself."

An eerie silence fell over the recovery room.

…

Once enough time had passed, Twilight and her friends assembled in Canterlot to announce their plans to counter the attack on the Crystal Empire. Wearing their crowns and royal accessories and still bearing their injuries from the fight, the six princesses of Equestria addressed a large group of ponies assembled in the throne room (including Celestia, Luna and their respective families).

"Fillies and gentlecolts," Twilight began. "This is a declaration of war against the Emperor Grogar and his allies in response to the attack on the Crystal Empire that killed ten and injured a hundred of our own. Effective immediately, we are all declaring a state of national emergency for Equestria and its surrounding allies. The time has come for every pony and creature to stand together against this growing threat, and together…we will prevail!"

Taking a quill in her aura, Twilight signed her name at the bottom of the declaration along with the signatures of her friends.

Meanwhile, Optimus and the rest of the Maximals were at the destroyed remnants of the Autobot Shuttle that was supposed to have taken them home. It was clear to them that they were going to be in Equestria for the foreseeable future.

"Maximals," Optimus declared as they were removing anything from their headquarters on Prehistoric Earth that could be salvaged. "Megatron cannot be brought back to Cybertron alive anymore. He proved that today."

"What do you mean, big bot?" Cheetor asked.

"I mean, that the only way we can try him is here on this planet, with the ponies who inhabit it," Optimus answered. "Like the first Beast Wars, there will be sacrifices and lives will be lost. But I swear in the name of Cybertron that we will prevail…just like we did the first time! If Megatron wants a second war, then he will get one right here…right now…in this place called…Equestria."

And thus the stage was set for a war that would bring together creature and robot…for the sake of friendship and harmony.

…

Episode 5: "More Than Just a Wallflower"

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

Episode 6: "Discord the Spy"

Author's Note

Episode Summary: As Discord is sent to the moon by Twilight to spy on the Legion of Doom, Grogar overthrows Megatron and becomes leader of the Predacon forces.
…
Cast:
John De Lancie as Discord/Lockdown
Doc Harris as Grogar
David Kaye as Megatron
Jim Byrnes as Inferno
Doug Parker as Terrorsaur
Don Brown as Cyclonus/Donkey Soldiers
Mark Acheson as Lord Tirek/Blackout
Alvin Sanders as Barricade
Kathleen Barr as Queen Chrysalis
Sunni Westbrook as Cozy Glow
Tara Strong as Princess Twilight Sparkle
Andrea Libman as Fluttershy
Cathy Wesluck as Spike
…
"My Little Pony: Friendship is Magic" Season 11, Episode 6
"Discord the Spy"
By Jeff Snyder (TwilightSparkle3562)
Edited By SuperPinkBrony12
…

Episode 6: "Discord the Spy"

…

In his palace on the moon, Grogar sat in the throne room waiting for one of his servants to arrive.

The door opening, Megatron walked into the throne room in an irritable mood, as if he had been interrupted from doing something important. "I cannot be summoned like some lowlife…servant!" He muttered as he stopped at Grogar's throne.

"Apparently you can, Megatron," Grogar quietly remarked. "Perhaps you are wondering why I've summoned you to my presence."

Megatron said nothing but growled quietly.

"Well I'll tell you. It's because I wanted to review your attack on the Crystal Empire," Grogar snarled and sneered. "You succeeded in delivering the message of my declaration of war. But, despite this small victory, it is not enough! Not enough to satisfy me! The empire should have fallen, yet it still stands."

"Of course it isn't enough, not for you and not for me!" Megatron thundered. "I would have succeeded had it not been for the interference of that winged white equine! Yess…"

"Perhaps it was for the best that the eldest daughter of Cosmos and Galaxia intervened after all," Grogar remarked. "For if you had killed Princess Twilight Sparkle, it would have been much too easy of a victory. Toppling the supreme ruler so early and so effortlessly would've ended the war almost as soon as it was started."

An evil smile befell on Grogar's face as he stood down at Megatron. He had a plan and Megatron was going to be involved in it. "That is not how I operate, Megatron," The old goat declared. "For I desire that my enemies suffer a slow and agonizing death. I desire to let them know that it's truly hopeless. And let me make it perfectly clear when I tell you, nothing would give me greater pleasure than to crush my most hated enemies by myself."

"But my Predacon forces and I killed some of those inferior equines," Megatron protested. "Isn't that enough for the time being?"

"No, it is never enough," Grogar answered, getting up and stepping down from his throne. "Not after everything that was taken away from me by those ponies! I have a plan to take it all back, and you are going to participate in it. You and your Predacon forces."

Grogar stared down at the Predacon leader with keen interest. For he sensed that Megatron was a potential backstabber and he was going to keep him in line, by any means necessary.

"Naturally," He continued with a sinister smile plastered onto his face, as he circled around the Predacon leader like a vulture to a carcass. "What if it would be better if there were more than what you had?"

This made Megatron confused as to what Grogar was trying to say to him. "Had of…what?"

Rather than answering, Grogar stamped his foot down three times and the doors to the throne room opened as two donkey soldiers brought in a third donkey soldier, struggling against the roped bonds that were binding him.

"No, please! My emperor! Leave me alone!" The bounded donkey soldier pleaded! "Give me another chance! I won't disappoint you again!"

"SILENCE!" Grogar shouted in a loud tone of voice. "You are weak, Private, and you must suffer the consequences of your continued failures!"

Tapping into his necklace's powers, Megatron watched with keen interest as Grogar activated his powers and turned them onto the donkey.

But as soon as he turned his powers on the donkey, Grogar suddenly stopped and turned back to Megatron. "Of course," The goat laughed while his devious smile came back on, turning his attention away from Megatron and back to the donkey soldier. "What if I were to make you stronger, Private? Give you a chance to become more powerful than you currently are?"

This did little to make the donkey soldier feel better as he felt his legs trembling with fear.

"You say nothing," Grogar laughed in a sarcastic tone. "I'm offering you a chance at redemption and you say nothing. Well, I shall let Megatron be the judge of that."

Beckoning Megatron forward, the Predacon carefully studied the frightened donkey intently.

"Tell me Megatron," Grogar asked. "What shall I do with him?"

"Uh, destroy him?" Megatron questioned. "He's too weak to be of any further service to you."

"No," Grogar evilly replied, tapping into his powers once more. "What if I were to make him into a Predacon?"

Panicked, the donkey soldier struggled wildly against his bonds as Grogar fired a blast of yellow magic at him! Megatron watched as the donkey soldier began to transform in a bright light from a living breathing creature into a Predacon, all the while screaming loudly!

….
….

Meanwhile, in Canterlot Castle, Twilight stood next to Discord as he walked into her royal suite. The Supreme Princess of Equestria kept her sharp eye on the spirit of chaos closely, hoping that he would listen to what she had to say to him.

"I must admit, this is a nice place you got here," Discord remarked, looking around at Twilight's business surroundings. "And to think it used to be Celestia and Luna's. Oh how the times have changed. But I can't complain, it's because of that change that I'm free and on the side of good."

A loud clearing of her throat caused Discord to focus his attention on Twilight. "Right, right, right," He stammered in correction. "I'm here for an entirely different reason, Princess. I am at your beck and call as it were."

"Right, now follow me, Discord," Twilight commanded and she led him into her private office where a chair was placed before her desk. "Sit down, please. We've something important to discuss."

Doing as he was told, Discord sat down in the chair while Twilight stood up from behind her desk. "Do you understand why you are here?" She asked him.

"You have a mission for me?" Discord guessed, snapping his lion paw to produce three different sets of pictures. "To pardon me for putting you in the hospital? Or is it to give me your blessing to marry Fluttershy?"

"You're incorrect on the last two, and I'll pretend I didn't hear the latter of them since that's a conversation for another time and place," Twilight remarked. "It's the first one that you're correct on."

"Of course," Discord stammered, snapping the pictures away. "This must be related to what happened in the Crystal Empire. How are those burns on your back, anyway? They still look pretty nasty."

"Perhaps if you'd been helping us in the battle, I wouldn't have gotten hurt the way I did," Twilight bitterly remarked as Discord looked around at the bandages covering Twilight's burnt wings. "But that's in the past, Discord," And she cleared her throat. "You probably understand by now that Grogar has revealed himself to be alive and has declared war on Equestria, right?"

Snapping his lion paw again, Discord turned himself into a replica of the blue ram, crying out in a foreign language that he was declaring war on Equestria.

"Discord!" Twilight snapped in a loud voice. "Pay attention!"

He then proceeded to sit down at a desk like a student, handing Twilight an apple with a worm in it.

"This is serious, okay?!" Twilight snapped again, throwing away the apple and taking a few deep breaths to keep her composure. "Now…what me and my friends want you to do…is to go undercover at Grogar's palace and report on every plan he is preparing to carry out. Every…single…thing. No detail should be left out!"

"Um, it seems like you didn't tell Fluttershy that," Discord remarked. "Shall I bring her in here to see for herself what you'll have me do?"

Nodding her head, Twilight allowed Discord to bring Fluttershy into her study.

"Fluttershy," Twilight asked in a firm, but gentle voice. "Did I tell you that I want Discord to go undercover in Grogar's palace?"

"You did, Twilight," Fluttershy nervously replied. "But I object to it! You've seen what Grogar can do. You've seen the kind of alliances he craves."

"The Predacons were working on behalf of Grogar, Fluttershy, and we all got a taste of that power firsthoof," Twilight remarked. "And there's a good chance he's behind the disappearances of Chrysalis, Tirek and Cozy Glow too."

"But Discord…" Fluttershy began to protest.

"-He is the only one capable of undertaking this mission, Fluttershy. He's the only one who has the means to spy on Grogar," Twilight explained. "I'm sorry you feel this way, but there is no other choice. Every advantage we can gain over Grogar should be considered. We're at war! And in war, desperate measures must sometimes be taken."

Twilight sighed deeply as Fluttershy tearfully looked up at her friend. "Why do I get the feeling I may never see you again?"

She asked Discord. "There has to be another way, Discord. Please, don't do this! You're not invincible, even if you may think you are!"

But Discord solemnly and somberly replied "You heard Twilight, Fluttershy," He promptly placed his eagle claw on Fluttershy's shoulder. "There's no other way. After all, if Grogar is planning a full scale attack, we need to stop it before it's carried out. The only way we can do that is if we have intelligence."

"But…" Fluttershy started to whimper. "But…"

"I'll come back and we'll have our regular Tuesday teas, you'll see. I've survived having my chaos magic stolen from me twice, and almost fading away from being normal. This will be no different. We will meet again!" Discord promised, trying to smile in front of his friend. But Fluttershy was too overcome with emotion to respond properly.

Sighing deeply, Twilight walked around and approached the scared Fluttershy, tapping her on the shoulder and directing her away from Discord.

"You have to trust me on this, Fluttershy," Twilight said in a gentle voice. "Not just as a friend, but as a princess of Equestria. We all have to make the tough decisions. And unfortunately this is one of them. I wouldn't ask Discord to do this if I wasn't sure he was capable of pulling it off. If I had the means to spy on Grogar indirectly, I'd do it. But I don't and neither does anyone else. Discord is our only option."

Fluttershy found that she had no choice but to agree with Twilight's decision, much as she might personally disagree.

…
…

Back at the moon palace, Megatron watched as Grogar used his powers on a roped donkey soldier. Suddenly, the donkey began to mutate and three horns began to grow out of his head! His body began to become gray and scaly. The donkeys holding their comrade stepped back in shock and amazement as he continued to mutate. The donkey's whimpers and brays suddenly turned into loud roars and growls, as he was now fully transformed into a gray triceratops.

Megatron was shocked to see what had transpired before him! But Grogar merely laughed evilly. "Behold…my new Predacon!" Grogar declared, much to Megatron's chagrin.

"What?" Megatron bitterly remarked. "Your Predacon?! Don't be absurd! I command the Predacons around here! I am their natural leader, you are but a pretender, worse than that traitorous Starscream!"

Activating his magic on Megatron, Grogar flung the mighty predacon into a wall while continuing to growl sinisterly.

"Not anymore, consider yourself demoted," Grogar laughed evilly, activating his mind control powers on Megatron, forcing him to stop struggling. "I have ways of building up my forces and making them obey me, you included!"

Shocked, Megatron was forced back onto the floor as he fell to his knees. "What…what did you do to me?" He demanded while looking up at Grogar. "How do you know my thoughts and mind?"

Gloating, Grogar produced the mind crystal balls containing all of Megatron's accomplishments during the Beast Wars.

"You didn't…" Megatron gasped!

"I did," Grogar answered with a sinister smile. "I controlled your mind and told your servants to carry out the attack on the Crystal Empire. And in doing so…I gained access to your memories, including the many times you had the Maximals on the ropes and failed to destroy them! Thus, I learned from your mistakes, simple as that."

Growling, Megatron attempted to charge at Grogar only for the ram to force him back into his dragon beast mode.

"What?! What did you do?!" Megatron demanded! "Megatron, terrorize! Terrorize!" However, tried as he might, Megatron couldn't transform.

"Perhaps you recall a transformation lock lens that your 'scientist' created?" Grogar remarked. Tapping into his necklace, Grogar produced a memory of the transformation lock lens that the Predacons created to prevent the Maximals from contacting a probe to get them home to Cybertron. "I thought you might have remembered. It helped secure one of your victories, did it not? Well, I will use it to force you to obey me, and learn from all of your other strategies during the Beast Wars. Everything that was in your mind is now mine to use as I see fit!"

"Here is another thought you had," Grogar then hissed, tapping into the middle of his necklace. "You had a Predacon called Rampage that had half a spark, and you would use the other half to make him obey you? I simply improved on that plan,"Growling in pain, Megatron kept his eyes on Grogar as the ram commanded the triceratops to prepare for an attack on the downed metallic red dragon. "Now I shall demonstrate to you who the true ruler of the Predacons is!"

Snarling, the triceratops locked his horns on Megatron and seemingly prepared himself for an attack. "Barricade, terrorize!" The Triceratops cried and transformed from dinosaur to robot mode.

"Tell me, Barricade," Grogar asked while looking over the recently transformed Predacon. "Who is the commander of the Predacons? Me, or this pathetic excuse of a dragon you see before you?"

Without hesitation, Barricade turned his attention to Grogar. "I serve you, Master Grogar…the leader of the Predacons!"
Barricade declared as Megatron growled in embarrassment.

…
…

Having been given his instructions, Discord hugged Fluttershy one last time as Twilight watched in disbelief at having been forced to cause these two close friends to part.

"Come home soon, Discord, please!" Fluttershy cried as she backed herself next to Twilight.

with a nod, Discord snapped his fingers and disappeared from view. However, he quickly reappeared via his head.

"Oh, don't worry, I will!" He replied, peeking through a porthole before a glare from Twilight caused him to disappear completely.

With her best friend gone, Fluttershy sadly walked away and out of Twilight's royal suite without a word.

"Guess it wasn't as hard as I thought it wasn't going to be," Spike sighed, having been listening from his nearby bedroom. "I was expecting this whole suite to be filled with tears."

"We had no choice, Spike," Twilight said to her royal advisor and little brother. "If we're going to win this war, this is the only way. And in doing this, Discord will finally earn his atonement in the eyes of Equestria."

Sighing deeply, Spike agreed with Twilight as they prepared to turn in for the night.

…

Back on the moon, Megatron continued to growl in anger and disbelief at having been demoted. "You'll pay for this," He growled as Grogar forced him to his feet. "I swear it."

"Perhaps maybe you'll understand that any leader who doesn't do a good job, doesn't deserve to be called a leader."

Grogar merely taunted. Then he turned to the two donkeys as they attempted to flee, only to be stopped in their tracks.

"And where do you two dunderheads think you're going? I've got a much better use for you!" Grogar laughed, using his newfound powers to transform them from donkeys into Preadcons. The sounds of their screams were heard loud enough for the doors to open and attract Inferno, who merely stood gazed at what he was seeing. In a bright flash, the two donkeys were transformed into two large insects: A black stag beetle and the other a purple locust. Shocked, Inferno turned to Megatron.

"Royalty, what has happened in here?!" Inferno cried, only to be hit with a blast that came from Barricade. Struggling to get up, Inferno watched as the Stag Beetle and Locust joined Barricade on either side.

"Blackout, terrorize!" The Stag Beetle cried as he transformed into a robot!

"Cyclonus, terrorize!" The Locust cried as he too transformed into a robot!

Groaning, Inferno was forced up by his throat by Barricade and forced to look over at Grogar.

"You have a new queen to serve," Grogar whispered, placing his hoof on Inferno's chest. "Me…Emperor Grogar!"

"Inferno…" Megatron groaned, looking up to his sub-commander. "Don't listen to…"

"SILENCE!" Grogar roared, firing a stunning spell at Megatron and knocking him out cold! With Megatron knocked out, he turned back to Inferno. "Now, go to the other followers of Megatron and explain to them that as of this very moment…I, Emperor Grogar, shall be overlord of the Predacons. Any objectors will answer to me."

With no other options, Inferno was reluctantly forced to swear his loyalty to Grogar.

…

At that moment, a flash of light outside of the castle signified Discord's arrival on the moon. His mission was clear and to the point: To spy on Grogar by any means necessary and report back to Twilight.

"All right," He thought to himself. "How do I get in without being spotted?" He then looked towards two donkey soldiers standing guard at the front door and at that moment, he heard the sounds of screeching up above and saw what appeared to be Terrorsaur in his beast mode, only for the Predacon to transform into his robot mode.

"A strange creature that transforms," Discord thought to himself some more. "I can't just copy him, though. But maybe…"

Suddenly, Discord got himself an idea and using his powers, he began to slowly transform into a dinosaur like figure. Roaring loudly, the sounds were heard by the donkey guards who immediately stood at attention.

"Who's there?!" One of the guards asked.

"Come out at once!" The other demanded.

A few moments later, the donkeys saw a purple colored tyrannosaurus rex walking towards them, and the guards stood at attention, ready to attack. Advancing towards them, the T-Rex looked down at them intently. "Is this the palace of Emperor Grogar?" The t-rex asked in a different voice. "I have come from Cybertron to enlist with the Predacons."

"Who are you?" One of the guards nervously asked. "What is your name?!"

"I am…Lockdown," The T-Rex said after a moment of silence. "Cybertronian bounty hunter. Grogar will need someone like me to assist in his plans."

Looking at each other, the donkeys considered the newcomer for a few moments before allowing Lockdown to enter.
Upon entering the palace, Lockdown could hear the sounds of Inferno crying out to the other Predacons. "We have a new royalty!" He announced, running through the hallways. "We have a new royalty! We have a new royalty!"

"Stop!" Lockdown cried out and Inferno did as he was told. "Who is this new royalty you speak of?!"

The glaring from the t-rex caused Inferno to gulp nervously.

"E-Emperor…G-Grogar," Inferno stammered and Lockdown backed away in deep thought. "Emperor Grogar is our new royalty and we all must serve him."

"Is he now?" The t-rex asked. "Take me to him."

Fulfilling his request, the Predacon sub-commander led Lockdown towards the throne room.

However, Inferno's cries that Megatron was no longer in charge were heard from the other Predacons, as well as from other members of the Legion of Doom.

"What is that awful racket?" Chrysalis muttered, coming into the castle from another of her training sessions. "Who says we have a new royalty? No one is royalty except for me! You hear?!"

"Clearly that was meant for something else, Chrysalis!" Tirek replied, emerging from the room where he too had been training donkeys. "It seems the one whom you have a crush on isn't leading his own pack from what I hear."

"Megatron?!" Chrysalis gasped, a look of worry befalling her face. "Impossible! Why would Grogar want to dispose of him now?!"

"He isn't dead, Chrysalis! Just demoted from the sound of things," Tirek commented. "Another reason to believe that this is indeed the true Grogar we are serving, not merely Discord pretending to be him."

A smug smile came onto Tirek's face causing Chrysalis to be somewhat more dismayed. "Come on now, buck up!" Tirek said in a suggestive voice, while pulling Chrysalis towards him and into the classroom he had been teaching his platoon of donkeys. "Tell me you love me, Chrissy. I've known you longer than that transforming shapeshifter. Remember what you said on Mount Everhoof? That a queen needs a king."

"Tirek, I…I…" Chrysalis started to say, only to back away angrily. "Of course I love you! Blast you, what is wrong with me having a harmless crush on Megatron?! You make it seem like he's trying to break us apart!"

"Of course he's trying to break us apart!" Tirek retorted, glaring down at Chrysalis. "Did you think that I was born yesterday? Look, the fact is that you and I made a pledge of love to one another. And Megatron, where does he come from? The outskirts of Equestria? Maybe beyond?"

"Look, maybe being demoted from leading his troupe may help you seem him in a different light," Chrysalis suggested to Tirek. "I'm not out to get him and he's not out to get me. But it appears that you are just so impossible to reach with all of that muscle inside of you!"

Insulted, Tirek snarled and he grabbed Chrysalis with his magic, forcing her to sit down in one of the desks. "Now you listen here," He whispered to Chrysalis in a low voice. "Perhaps there's something else I forgot to mention, and that's that I demand a little respect from you as my lover and ally. And let me warn you that if you insult me again, I'll get my full strength back by absorbing your magic. Understand?!"

Nodding nervously, Chrysalis backed away and flew out of the classroom, leaving Tirek to absorb what he had just said.
But the centaur wasn't alone for long.

"Hey Tirek," Cozy Glow spoke up. "What's with the screaming? I could hear you and Chrysalis all the way from our quarters."

"Nothing," Tirek muttered, turning away from Cozy. "You heard nothing of the sort, Cozy Glow."

"Come on, I'm not deaf, Tirek," Cozy Glow smugly replied while flying in front of him. "I could hear every little itty bitty word you said to Chrysalis. You're jealous of Megatron, right?"

"Yes," Tirek muttered. "And Chrysalis insulted my muscles. Perhaps you too think that I should give this…Megatron a chance? He seems very powerful, maybe too powerful. Why would I give him a chance, Cozy Glow?" He cried as Cozy Glow sat down in the desk across from him. "Don't tell me you think I should just go to Megatron and say that Chrysalis loves him so she should be all his?! I don't buy that. If anything, I should just absorb Megatron's power and leave him to rot!"

"Good luck with that," Cozy remarked in a singsong voice. "I think Grogar won't be happy with what you're planning to do, assuming you get away with it."

Groaning, Tirek rubbed his hand down his face in frustration.

"He has plans for Megatron and the Predacons to help us take back Equestria," Cozy added. "So I don't think you should…"

"Then what should I do, Cozy?!" Tirek grunted in an exasperated tone. "Just accept him as a comrade and not as an enemy?!"

"If you put it that way, yes," Cozy smiled. "However, if I'm wrong, then you resort to taking his power."

Having heard what Cozy had said, Tirek left his classroom and proceeded to return to his quarters to recollect his thoughts. Still, the idea of Megatron stealing Chrysalis remained very much a threat in his mind at least.

…
…

Meanwhile, Grogar and his newly created Predacons had placed the transformation-locked Megatron in chains, forcing him to accept the newly minted changes befalling the Predacons.

"Don't think that I'm going to scrap you, Megatron," Grogar remarked. "Not yet at least. I've got plans for your loyal soldiers to help me in my conquest, and I will make sure you get some of the credit. Everyone has a role to play in our victory, even you."

All Megatron could do was snarl at the ram that had demoted him.

Just then, the doors opened and Inferno stepped into the throne room.

"Uh, Royalty," He nervously addressed his new superior. "There is a visitor who claims to be a bounty hunter from Cybertron. He wishes to see you, he says it's urgent."

Gesturing Lockdown to come forward, Grogar kept his eye on the purple colored t-rex while Megatron was astounded to see the former beast mode he'd once had now on another transformer.

"So, you say you are a bounty hunter?" Grogar asked, sitting back down in his throne. "What is your name?"

"You may call me…Lockdown." The t-rex answered.

All Megatron could do was gasp at the mere mention of Lockdown's name, as he transformed from dinosaur to robot mode! Megatron grew even more dismayed when Lockdown's robot form looked exactly his old one. It was as if the universe was now mocking him.

"Ah, Lockdown. A pleasure to have you here," Grogar murmured. "In fact, I could use someone of your caliber for what I plan to do to retake my kingdom."

Snickering, Lockdown listened closely to what Grogar had to say.

"Tell me," Grogar continued. "What can you do to service me?"

"I can fight and hunt," Lockdown explained. "I've hunted down the enemies of Cybertron for many generations!"

"So, you came to join us?" Grogar asked.

"I thought you might have some use for me, my master." Lockdown answered as he bowed his head.

Getting up from his throne, Grogar directed Lockdown to his crystal ball and began to show him the faces of the leaders of Equestria and its allies. Grogar explained. "These are the leaders of Equestria, and her allies. Among them are the accursed Maximals and their leader, Optimus Primal. I plan to eliminate each and every one of them by any means necessary. That is where someone like you comes in. With these leaders gone, the morale of the attacking enemy will be low. A bounty hunter like you will have no trouble rounding up any who would resist."

"And whom, may I ask, do you wish to attack first to help with the demoralization?" Lockdown inquired.

Activating his crystal ball again, Grogar produced a picture of a red, elderly looking centaur with a gold crown on his head, and a young, male gargoyle seated to his right.

"Perhaps it would be best if we start small," Grogar suggested. "Focus on a kingdom that is weak and bareboned. We will focus on the land where Lord Tirek came from. I wish for you to take out King Vorak and Scorpan."

From inside his bounty hunter disguise, Discord could only imagine what Grogar was planning to do. He had been to the distant lands before and in the years since Tirek left, it grew into a more and more sad state of affairs. "And who may I ask is Lord Tirek?" Lockdown asked, looking at the older centaur closely.

"One of my legion, the elder son of this land's sovereign," Grogar explained. "If you can do away with the king and take his kingdom for me, I promise you that I shall reward you tremendously."

The offer that was being given to him made Lockdown excited to carry out his mission for Grogar, but beneath the disguise, Discord was worried. Once he had been given his quarters, Discord left, shedded his Lockdown disguise and immediately began trying to get a hold of Twilight. Producing a scroll, he wrote down what he had learned and sent it back to Equestria.

…

In the middle of the night, Twilight was fast asleep in her quarters when she heard a knock on the door to her bedroom.
"Twilight?" Spike moaned, holding his stomach as he walked into her quarters and belched out a scroll. "Scroll for you."

Getting out of bed, Twilight walked over to her royal advisor and took the scroll in her aura. After reading it closely, she put it on her bed and sighed deeply. "Well, Discord is certainly living up to his end of the bargain," She remarked. "Looks like Grogar might be putting his first real attack together. The first of many."

"What kind of attacks?" Spike asked.

"If anything," Twilight answered, looking over towards the exhausted dragon with a troubled look on her face. "Something we can prevent before it even happens. But we'll have to be clever about it so that Grogar doesn't catch on. He can't know that we know what he knows, or he'll surely realize he has a spy."

"Right, so it'll have to be a carefully planned sabotage," Spike agreed. "How shall we do it?"

Twilight pulled Spike close and whispered to him, explaining her plan. If all worked as intended, Grogar would be none the wiser that his first act since the declaration of war would be a failure.

…

END OF EPISODE

….

Episode 7: "The Unwanted Headmaster"

Author's Note

Episode Summary: Twilight attempts to persuade Chancellor Neighsay to become head of the School of Friendship, while Grogar brings the Mean Six back to life in order to serve him.
Cast:
Tara Strong as Princess Twilight Sparkle/Mean Twilight Sparkle
Andrea Libman as Pinkie Pie/Fluttershy
Ashliegh Ball as Applejack/Rainbow Dash/Mean Applejack
Tabitha St. Germain as Rarity/Luna/Daily Paper
Nicole Oliver as Celestia
Cathy Wesluck as Spike
Kelly Sheridan as Starlight Glimmer/Secretary
Ian Hanlin as Reporter #2/Guard Pony #1
Maurice LaMarche as Chancellor Neighsay
Doc Harris as Grogar
Kathleen Barr as Chrysalis
Peter New as Reporter #1
Andrew Francis as Guard Pony #2
Emily Blunt as Fizzlepop "Tempest Shadow" Berrytwist
…
"My Little Pony: Friendship is Magic" Season 11, Episode 7
"The Unwanted Headmaster"
Written By Jeff Snyder (TwilightSparkle3562)
Edited By SuperPinkBrony12

Episode 7: "The Unwanted Headmaster"

…
One morning, Twilight and her friends were in Canterlot, giving their weekly briefing to the Equestrian press regarding the impending war with Grogar.

"And what is it you all plan to do by having the spirit of chaos assist in our war?" A reporter from the Ponyville Chronicle asked. "Do you believe he still deserves a second chance after all he put you through, Princess Twilight?"

"Discord may not be the most perfect creature in Equestria," Twilight calmly replied. "But remember that our predecessors often believed in second chances to those who had earned them."

"Um, Princess Fluttershy," A female unicorn reporter inquired. "Daily Paper, from the Manehattan Times. You are the one pony Discord seems to trust and listen to. But tell us, what is it that you see in him or that he sees in you?"

Stepping forward, Fluttershy answered the reporter's question. "Well, you're talking to the one pony who saw some good in him even after everything he did in the past," Fluttershy answered. "He can be a real sweetheart once you get to know him and understand his needs."

"Do you believe that Discord was perhaps created by Grogar?" The reporter questioned further.

"Uh, no!" Pinkie Pie answered in a loud and long voice (having been gestured to by Twilight). "How could a goat like Grogar create Discord? That's just silly!"

Before Daily Paper could ask another question about Discord being created, another reporter came forward. "Not to change the subject, Princess Twilight," The male unicorn reporter asked. "But since you have turned down living in Canterlot full time due to your mental health, have you ever considered finding a replacement head for the School of Magic?"

"When did that come up? And what does that have to do with anything?" Pinkie Pie asked with a puzzled look on her face. But Twilight understood, pushing Pinkie back.

"As far as I am concerned," Twilight answered. "We've been unable to find a replacement with all that's been going on.

However, on the topic of second chances, I do have a candidate that could be a possible stand-in, at least for the time being."

"And who would that be?" The reporter questioned.

Without hesitation, Twilight named her choice.

"Chancellor Neighsay of the Equestrian Education Association."

Almost as if on cue, the entire room fell silent!

…

"Chancellor Neighsay?!" Applejack cried as the princesses all gathered in the Canterlot Castle throne room after the reporters had cleared out. "That pony who hated other creatures and tried to shut down your school?! How can you still stand up for that varmint, Twilight?! Don't forget, he was briefly in cahoots with that no good filly, Cozy Glow! Give me one good reason why anypony should trust him!"

"Because I believe he saw the error of his ways, Applejack. Being deposed by the very filly he thought he was using would certainly knock some sense into him," Twilight replied. "And regardless of past controversies, The School of Magic needs a headstallion and I think he's the one for the job. It's no different than asking Tempest to be captain of my new royal guard."

"Applejack may have a point, Twilight," Rarity interjected, trotting up to the throne. "Remember that this was the pony who briefly shut down your school because it was unaccredited and also remember…"

"...that it was Cozy Glow who tried to drain the magic from Equestria," Twilight interrupted. "Chancellor Neighsay needed to see the error of his ways and that was exactly what happened. Besides, who else can any of you think of who'd be qualified to serve?"

"Uh, you?" Spike asked, only for Twilight to give him a look. "I mean, Celestia ran the School of Magic while she was princess, remember?"

"Not with the mental health Twilight has, Spike," Applejack cautioned the young dragon and then told Twilight. "We've all seen how fragile your mental health is. The last thing you need is to add overseein' another school to your workload, not when we're at war."

The supreme princess sat back in her throne, deeply thinking about what was being said. "Yes," She unhappily sighed. "But don't forget that I have experience running a school. I'm the only one among us who knows how to run one, despite my current position of being supreme leader. Still, for my mental health's sake, I think Neighsay deserves a second chance. He's my top choice for the position. My decision still stands."

"If you say so, Twilight," Rainbow Dash said in a worried voice. "You said it yourself, you…are the supreme princess here."

"Just remember, though," Applejack cautioned again, this time to Twilight. "You may think that Neighsay is perfect to run the School of Magic, but what about the rest of Equestria? Are you absolutely sure you're not makin' a mistake?"

…

Meanwhile, at his palace on the moon, Grogar was in a lab and was putting together his latest scheme to gain advantage in the war he had declared on Equestria. His control of the Predacons was a nice start, and having Lockdown on his side certainly helped. But there was still the fact that the royal sisters and the Maximals were both still around, ready to aid the six princesses at a moment's notice.

At that moment, there was a knock at the door and two of Grogar's donkey soldiers opened it to reveal Chrysalis on the other side.

"What do you want of me, Grogar? Why have you summoned me here?" Chrysalis demanded.

"I wish to make a request," Grogar answered. "According to your files, you once attempted to carry out a plan to destroy the Tree of Harmony. A plan that was ultimately foiled by the very clones you created."

Chrysalis nearly jumped in surprise! "What?! How did you know about that?! I told no one of that humiliating setback!"

No sooner did Chrysalis ask him, than did Grogar gesture the former queen towards what could best be described as a memory book. Chrysalis looked down at the book as she saw her last solo action before meeting Tirek and Cozy Glow:

"Yes, I know! We have been planning this for quite some time," Chrysalis laughed evilly while looking at photographs of the Main Six that she had taken (while disguised). "Oh, thank you, Applejack. My spell can create a copy of anypony I desire. All I need is an image and a piece of the pony. Oh, and this. Why copies, Rarity? Because Princess Twilight and her friends control the Elements of Harmony, the most powerful weapon in all Equestria."

Shocked at seeing her own memories playing out before her eyes, Chrysalis glared at Grogar.

"How do you know about this?!" She demanded with a roar! "How did you obtain my memories without my knowledge?! Have you been spying on me?!"

"Silence!" Grogar ordered, gesturing Chrysalis to pay attention to the memory book. "Watch!"

Doing as she was told, Chrysalis returned to looking at the book of memories:

"Which means you - will - be - able - to - use - them - too!" she gleefully laughed before activating her horn on the pictures. And serve me! Together, we will destroy Twilight Sparkle and her meddlesome friends!"

She then proceeded over to a picture of Starlight Glimmer and snarled in fury. "Of course I haven't forgotten Starlight Glimmer! She stole my hive. Turned my subjects against me! So I'll take her friends away while she watches! And then, I'll destroy her!"

Laughing evilly, she fired a blast of sickly green magic at the photographs that ricocheted amongst the trees. "With the Elements under my control, I'll build a new hive of earth ponies, unicorns, and pegasi, and I will rule as queen once again!"

Suddenly, before Chrysalis could see her creations completed, Grogar slammed the book shut.

"You created clones of the ponies to use in a revenge plot," Grogar explained. "And because of that, you are going to help me carry out the next phase of my plan."

"How?" Chrysalis asked. "I'll have you know I can't just create copies willy nilly. And if you saw my memories through to the end, you would know that my copies are the exact opposite of the ponies they're based on."

Suddenly, almost as if without warning, Grogar activated his horns in Chrysalis' green aura and magically produced the six colored pieces of wood that were once her clones of the princesses (before five of them were princesses).

"Where…where did you get those?!" Chrysalis gasped! "I only managed to escape with the purple one, the rest I was forced to leave behind."

"I obtained them through your memories, Chrysalis," Grogar laughed and explained. "And now, I am going to bring them back…but to serve me!" And he forced Chrysalis to fire a blast of changeling magic at them!

Chrysalis watched in shock as her creations came back to life before her very eyes! The very creations that had ultimately turned on her.

…

Meanwhile, at his office at the EEA, Neighsay was going about his usual business, when he heard a buzz on his intercom. "Yes?" he asked, taking his attention off of his work for a bit.

"Her supreme highness is here to see you." A female voice replied.

"Princess Twilight?" Neighsay remarked, absorbing the feeling of getting a highly important visitor! "Send her in, please."
"Yes sir." The female voice replied.

Taking a deep breath, Neighsay could only wonder what was about to transpire, as the door to his office opened to reveal Twilight and Spike on the other side.

"P-Princess T-Twilight," Neighsay stammered as he got up to greet Twilight. "How…nice to see you again." He gulped loudly as he bowed to her.

"It's good to see you again too, Chancellor," Twilight replied while gesturing him to rise. "I have something I want to offer to you, something I think you'll be very well suited towards."

Turning around to her guards, Twilight ordered them to close the door, leaving her, Spike and Neighsay alone. But she could see the deeply troubled look on the chancellor's face. "Why do you look nervous, Chancellor?"

"It's just that…" Neighsay replied with another gulp. "I'm surprised we would be meeting again after I shut down your school and accused those creatures of stealing magic from Equestria. In fact, even I can't figure out why I'm still in my current position. Unless, you had something to do with it."

"Well, I am a pony who believes in second chances, Chancellor," Twilight replied. "Which is why I've come here with an offer you cannot possibly refuse. Not when it's in your best interests to accept."

Taking a scroll in her aura, Twilight unfurled it in front of Neighsay for him to read.

Looking down, he could see the decree Twilight had written down with his name included in it.

"Princess!" Neighsay gasped, knowing he hadn't misread! "Forgive me for saying the obvious but: You can't possibly be serious! I mean, why would you…"

"-Chancellor, I am serious," Twilight firmly replied. "Your eyes don't deceive you. I've officially nominated you to become the new headstallion of the School of Magic."

"This…this is a great honor indeed, but…" Neighsay stammered, much to Twilight's dismay. "Would your subjects really accept a pony who disliked non-pony creatures and had it out for them?"

Twilight said nothing, she just frowned.

"Look, after all the bad press I've given myself," Neighsay confessed. "The truth is that not everypony will accept me as a changed pony. Even I still wonder if I've truly changed, or if I've just been good at staying out of trouble."

"You need to focus on what good you have done, Chancellor," Twilight said in a gentle voice. "I mean…you did help lead the unicorns against the Legion of Doom, remember?"

A small smile came onto Neighsay's face upon hearing those words for he knew that Twilight was right about that.

"Look, if I promise to provide you with protection for the time being," Twilight offered. "Will you consider taking up the position of headstallion?"

Neighsay said nothing but nodded to indicate that he would accept.

Thus, with the meeting over, Twilight left Neighsay's office and turned to the two guards accompanying her. "Remain here and keep Neighsay protected at all times until further notice," She ordered to them. "Understand?!"

Saluting, the guards took up their orders and Twilight left along with Spike.

…

Back at the Castle of Friendship, Twilight sat at the dinner table, contemplating if Chancellor Neighsay would accept a position.

"You know, I can understand why some ponies would be objective to your choice, Twilight," Starlight said as they ate dinner that night. "Neighsay is a pony who painted a bad picture of Equestria for many of our allies."

"You're thinking of his brother, Starlight," Twilight protested. "Instant Justice probably influenced his world views. I mean, it wasn't our kind who took over Canterlot when Tempest attacked."

"She did lead the charge," Spike corrected. "But you're right. It was those Storm Creatures who did most of the damage."

"Twilight, forgive me for asking," Luna interjected as she ate into a plate of salad. "But do you really think Neighsay is the right choice for the position of headstallion at the School of Magic? One thing that Celestia and I learned from our time as rulers, is that you have to really consider whether or not a pony is qualified for an important position. And whether that pony wants the job. Those who don't think they're qualified or don't want to be entrusted with power often become a self fulfilling prophecy about their beliefs."

"Luna is right," Celestia advised in a cautionary voice. "Perhaps maybe you should wait and see how your subjects will react to the idea of Neighsay as headstallion."

Not wanting to go against her mentor and mother figure, Twilight sighed deeply at the suggestion.

"You also have to consider the possibility of the other leaders like Thorax, Ember and Rutherford," Starlight listed off. "After all, I think they still don't like Neighsay."

Saying nothing, Twilight focused on eating her dinner and when she went to bed that night, she continued to hold her confidence that Neighsay would get a second chance.

…

The next morning, Twilight was awakened by a knock at the door of her bedroom. Opening it up, she saw Spike on the other side with Tempest Shadow.

"What is it, you two?" Twilight yawned.

"Sorry for disturbing you, your highness," Tempest replied while hoofing Twilight a scroll. "The guards assigned to protect Neighsay reported some possible threats against him."

"Can't say I'm surprised," Twilight murmured under her breath. "Guess we'll have to ramp up Neighsay's protection.
Tempest, have guards posted in front of the EEA and in front of Neighsay's residence until further notice! Is that clear?!"

"Yes, your majesty! I'll get right on it!" The broken horned unicorn replied with a salute.

As Tempest turned to leave, Spike remained with his big sister figure.

"What was the threat?" Twilight asked. "Were there any details?"

"Nothing, Twilight," Spike replied as he shrugged his shoulders. "As far as I know, it was just a warning to Neighsay aimed at discouraging him from being the head of the School of Magic."

Putting her crown on, Twilight trotted out of her bedroom, determined to start her investigation!

"Hey, I'm just as confused as the next pony." Spike remarked as he followed after her.

…

Upon arriving in Canterlot, Twilight was immediately at work trying to get to the bottom of the threats against Neighsay.
Approaching the EEA, she could see the nature of the threats. It had been made against the building itself, particularly to Neighsay's office area. It could best be described as vandalism on a professional level.

"Princess Twilight!" Neighsay called out as he came down the steps with a very worried look on his face. "Thank Equestria you are here! I'm telling you, somepony or somecreature is after me!"

"I know, Chancellor," Twilight reassured him. "Believe me, I'm going to get to the bottom of this if it's the last thing I do. This attack will not go unpunished, and you deserve reassurance that you're safe from further retribution."

Those words did little to comfort Neighsay, still visibly shaken by the attack.

"Did you see anything suspicious in front of your home?" Twilight asked the chancellor. "Anything at all that the culprit or culprits might have left behind, either intentionally or unintentionally?"

"Now that you mention, a note was left on the doorstep of my office," Neighsay answered. "It didn't say who or what it was from. But it was there. I haven't looked at it yet."

Going up to Neighsay's office, Twilight looked down at the gold parchment sitting on Neighsay's desk and examined it closely, reading it aloud: "Chancellor Neighsay, you are a disgrace to Equestria and you must rid us all of yourself! Do it now, or else! Princess Twilight is a fool to entrust leadership of the School of Magic to the likes of you! Rest assured that all of us will correct this mistake by any means necessary!"

Putting the scroll down, Twilight began to worry. She looked Neighsay firmly in the eyes and questioned him. "Do you know of anypony or anycreature who might want you dead?"

"No, Princess," Neighsay shook his head. "All I want is to govern the education of our kingdom. But if any of the other nations leaders were behind this, they would've made sure I knew it was them. It's obvious that someone else is behind this, even though I tried my best to make no more enemies after what happened with your school. Maybe accepting your offer to run the School of Magic is a bad move, though. Perhaps we've underestimated the opposition and just how unpopular I am to them."

But Twilight wasn't convinced for a second. She wasn't ready to give up on her decision so soon. "I believe in second chances, Neighsay and I think you are deserving of a second chance. Whoever is doing this doesn't believe in second chances. It's clear to me they would much rather see you dead."

"I probably deserve this for my actions," Neighsay unhappily sighed. "Conspiring with a traitor just to get my way is a mistake that would've cost anypony else their job long before any of this. I shouldn't be any different."

Not wanting to hear any more self-pity from the chancellor, Twilight pulled him close.

"Look Chancellor," She instructed, producing a whistle and giving it to Neighsay. "I'm not going to give up on you, or my decision to put you in charge of the school. So I'm giving you this whistle, and if you see anypony or anycreature lurking outside your home or right here, blow it and somepony will come right away to hopefully apprehend them! It's strictly for emergency purposes, nothing else! Do you understand?"

"Yes, Princess." Neighsay replied worriedly.

…

Taking the whistle in his possession, Neighsay returned to his duties, and for the rest of the day, nothing out of the ordinary happened.

But later that night, Neighsay returned to his home in Canterlot while trying to stay cautious over what had happened. Suddenly, as he was getting ready for bed, his ears picked up the sound of a commotion from outside!

"Hey! Hey! Stop!"

Darting outside, Neighsay heard the squabbling of two guards trying to stop a pony wearing a stetson hat.

"Take yer hooves off of me this instant! I won't be treated like this by you royal snobs!"

Watching in shock, Neighsay saw the guards restraining the pony. Upon further inspection, he saw an earth pony who bore an eerily strong resemblance to the Princess of Honesty herself!

"Don't just stand there, Chancellor! Get these here lowlifes off of me!" The pony demanded with a snort.

Closely inspecting the pony, Neighsay could see that this pony was more than met the eye.

"Who are you?!" Neighsay demanded! "I want the truth!"

"I'm the Princess of Honesty, don't you know that?! Everypony knows that!" The earth pony declared. "And I think that you need to be disposed of!" The sinister smile the pony produced caused Neighsay to grow very uncomfortable. Like everypony in Equestria, he knew the six princesses of Equestria.

Taking the whistle in his aura, Neighsay blew into it with a loud noise!

A few minutes later, Twilight and Rainbow Dash arrived on the scene as fast their wings would carry them, and flanked by several guards!

"What's going on, Neighsay?!" Twilight asked as Spike jumped off her back. "What in…?"

"Hey there, Princess Celestia!" The fake Applejack said to Twilight. "Nice to meet ya!"

Insulted, Twilight smacked the evil pony across the face, knocking off her hat.

"Who are you, really?!" Twilight demanded. "You are not Applejack!"

"I am Applejack! I'm bein' honest." The fake Applejack insisted, despite the fact that her coat and eye colors seemed to be off, and her cutie mark was upside down.

"Are you the one who's been sending the notes to Chancellor Neighsay?!" Rainbow Dash demanded. "Because if you are…"

"Oh, you mean these?" The fake Applejack replied, reaching into a saddlebag only to have said saddlebag snatched away!

"Give them to me, now! They're not yours anymore!" Twilight ordered, taking the saddlebag in her aura and dumping the contents inside out of it! Upon dumping out the contents, Twilight and Rainbow Dash looked down at a stack of carefully rolled up scrolls lying on the ground. "What the…?!"

"It's…it's all threats!" Rainbow stammered as she read one of the scrolls. "Resign or…drop dead?! Why are you doing this, Fake Applejack?! Who are you working for, and what's their beef with the chancellor!"

"I ain't tellin' you nothin', cause I'm not 'Fake Applejack'," The fake Applejack protested with a spat. "I'm real Applejack! Now tell your goons to let me go, and perhaps we'll talk."

Twilight could sense something was amiss and she looked over to her guards. "Take this shoddy imposter to the dungeons!" She ordered to the guards. "Question her as much as necessary and report any information you extract from her to me."

"At once." The guards nodded, and the fake Applejack was carted away.

"That was unexpected," Rainbow Dash remarked, looking over at Twilight and Neighsay. "Now what?"

But neither of them said anything. They were still in shock and trying to process the unexpected development.

Later, Twilight was reviewing a visual spell from one of the guards showing movement in front of Neighsay's residence.

"Hmm," Twilight pondered as she, Spike and Rainbow Dash studied the spell. "It seems like the fake Applejack was supposedly following Neighsay around. But I don't understand. Why would there be a fake Applejack, and why would she be sending threats about Neighsay? Something's not right."

Suddenly, Twilight began to think back to when she and her friends might have unknowingly encountered such suspicious fakes.

"What is it, Twilight?" Spike asked, but Twilight focused her attention on Rainbow Dash.

"Rainbow Dash, do you remember our last retreat when we all seemed to turn on each other for no good reason?"
Twilight pondered. "You know, The one at the Tree of Harmony before Sombra destroyed it?"

"Yeah, that was weird. Everypony was acting so out of character. What about it?" Rainbow Dash asked.

"Those ponies that we thought were our friends," Twilight explained. "They weren't really us! They were clones! And we had no idea! At the time, we thought it was ourselves."

"Clones? You mean, like copies?" Rainbow began. "But, who would want to create…?" She stopped mid-sentence as both her and Twilight realized just who, at least in their minds, would want to (and would have the means to) create such clones in their likeness.

…
…

Back in the dungeons of Canterlot, the evil Applejack was placed in a cell to be thoroughly interrogated. But not by the royal guards, but by their new captain: Tempest Shadow!

"All right, talk! You're not getting out otherwise!" Tempest Shadow demanded while looking at the clone with a glare in her eye. "Why would you target Chancellor Neighsay with such threatening messages?!"

"Why?" The fake Applejack retorted. "Because he's a jerk, that's why! He despises non-pony creatures because they kill! I'm sure you can relate, you once worked for one of 'em. At least, until you betrayed him."

With the fake having touched a delicate nerve, Tempest stormed up to the fake Applejack and struck her across the face!

"Temper, temper," The fake Applejack taunted. "Your tactics ain't even that scary."

"Shut up!" Tempest snapped! "Answer the question! And this time I want the right answer!"

"I just answered it for you, hornless wonder." The fake Applejack sneered and spat.

Short tempered, Tempest began to lose patience with the clone.

"Answer the question!" she shouted! "Why are you doing this to Neighsay?!"

"I told you, because he's a jerk! Oh wait, weren't you a jerk once, Tempest Shadow?" The fake Applejack gave a giggle.

Furious, Tempest attempted to charge her horn and fire a blast of her uncontrolled magic at the fake Applejack.

"Tempest!" A voice cried out from afar, and Tempest turned to see Twilight and Rainbow Dash standing in the doorway. "Stand down!"

Though irritated she had been denied the chance to go rogue on the clone, Tempest did as she was told.

"We know who you are!" Twilight told the fake Applejack as she took over the interrogation.

"Of course you know me," The fake Applejack laughed, spitting at Twilight and Rainbow Dash's feet. "We met at the coronation."

"No, you weren't at my coronation! If you were the real Applejack you'd know that we met each other long before then," Twilight snapped, her horn glowing with rage. "You're trying to turn ponies against each other, aren't you?! For that matter, did Chrysalis revive you? Or is too something that Grogar has done?"

"Maybe…" The fake Applejack vaguely answered.

Twilight slammed a hoof down on the table! "Enough of these games! You will answer the question if you ever want to see the sun!"

"What if I don't want to? What if I refuse to obey?" The fake Applejack sneered and smirked. "In fact, I'm pretty sure Grogar will be bringin' me back…"

Suddenly, a beam of light came down through the ceiling and engulfed the fake Applejack while sending everypony else in the cell back.

"I'll tell Chrysalis you said hello!" The fake Applejack laughed while taunting as she was pulled up through the ceiling.
Once the light disappeared, Twilight, Rainbow Dash and the others could only wonder what was ahead.

"So, now what?" Rainbow Dash asked, looking over at Twilight as she was helped up. "We've got copies of ourselves running around, causing trouble."

But Twilight said nothing, for she knew that the writing was on the wall and that there were more important matters to focus on.

…

The next morning, Twilight and her friends were en route the School of Magic to announce Neighsay as the new headmaster.

"There was an evil me?" Applejack asked as the six princesses were travelling in their private royal train from Ponyville to Canterlot. "But why?"

"Supposedly," Twilight explained to her friends and co-princesses along with Starlight Glimmer. "Grogar wants to turn ponies and other races against one another. He fed on what Neighsay did when we opened the School of Friendship and attempted to do just that."

"Did he want hay fries with that fear?" Pinkie Pie asked with a raised eyebrow.

"No, but there was something that Rainbow Dash and I learned," Twilight answered. "You all remember the retreat we did once where we nearly turned on one another? Those were clones that we dealt with back then."

"You mean the Applejack who insulted me wasn't the real one?" Starlight remarked. "The one who said I was 'entertaining' by carrying so much camping equipment?"

"Now, why would I insult you, Starlight?" Applejack remarked, looking over at Starlight with a concerned look on her face. "It's not my character and it's not my element either."

"All the more reason why we can't keep our guard down, especially if Grogar plans to use our copies against us somehow," Twilight warned. "If anything, Neighsay becoming head of the School of Magic may prove to be beneficial in the end."

Later at the School of Magic, Neighsay sat nervously as the crowds of students and parents waited in the school's assembly room for Twilight to all but officially announce him as the new head.

"Fillies and gentlecolts," Twilight addressed the crowd. "My most recent personal crisis involving my mental health influenced me to turn down the position of running the School of Magic. However, I found a pony capable of running this school just as well as me. At this time, I would like to introduce the new head of the School of Magic, Headstallion Neighsay!"

To Neighsay's surprise and relief, the crowd welcomed him warmly with cheers and claps. He embraced the welcome the school and its ponies were giving him. It felt reassuring to him after what he had endured.

…

Back on the moon, Grogar sat on his throne while he looked down at the newest recruits to his growing army. "You six are my latest additions," he said to the evil clones of the princesses. "And given the ability of you, I feel that you are going to be the ones leading the psychological charge against Equestria."

"And what if we refuse your offer?" Evil Twilight asked in a demanding voice, causing Grogar to stamp his foot three times and the low growling of Scarface was heard as the scarred Grizzly Bear walked into the throne room. "Heh, you think a bear will scare us into serving you?"

"He will do as I command, such as disposing of insubordinates who dare oppose me," Grogar warned. "And let me warn you right now that if you so much as be insubordinate once, I will do to you much worse than what the Tree of Harmony itself did to you! So consider that before you so much as think of trying to overthrow me! And if I were you, I'd watch how you talk to me and to your subordinates. Give me any reason to think you'll betray me, and you'll wish you were never revived."

Still, the six clones said nothing and instead turned away from Grogar, without even allowing Grogar to dismiss them.
So instead, Grogar turned to his pet Grizzly.

"Scarface," He commanded, catching the bear's attention. "I want you to keep a close eye on those clones. Make sure that they don't step out of line, understand?"

Doing as his master told him, Scarface left the throne room to keep an eye on the Mean Six. However, despite the insubordination that they were showing him, Grogar sensed that they were going to prove especially useful to him when the time would eventually come.

…

Episode 8: "My Mother, Aurora Glimmer"

Author's Note

Episode Summary: Starlight returns to Sire's Hollow to mark the anniversary of her mother's death.
Cast:
Kelly Sheridan as Starlight Glimmer
Ian Hanlin as Sunburst
Adam Greydon Reid as Firelight
Trish Pattendon as Stellar Flare
Idina Menzel as Aurora Glimmer
Kathleen Barr as Trixie
Nicole Oliver as Celestia
Tabitha St. Germain as Luna
…
"My Little Pony: Friendship is Magic" Season 11, Episode 8
"My Mother, Aurora Glimmer"
Written by Jeff Snyder (TwilightSparkle3562)
Edited by SuperPinkBrony12

Episode 8: "My Mother, Aurora Glimmer"

…
…

Mother's Day was nearing in Equestria. It was a day that many in Equestria looked forward to for celebrating the mothers and mother figures in their lives. But for one pony, Mother's Day was a day that always brought more heartache than happiness.

"I'm really impressed with all of your Mother's Day cards, everycreature," Starlight said one day while visiting Celestia's class. "I particularly like yours, Silverstream."

The young hippogriff smiled upon hearing this, showing off her Mother's Day card signifying both the hippogriff's land and seapony forms.

"Thanks, Headmare Starlight. It's for the best mom in the sea! Naturally of course, Cousin Skystar managed to make hers even better. Given that my aunt is the queen."

"Now students," Celestia announced to her class. "When you see your mother or mother figures this weekend, be sure to tell her that you love her and thank her for all that she does for you."

Soon the bell rang and the day was over. However, once the class had gone, Starlight's bright and cheerful façade faded away.

"Well, I'm certainly looking forward to visiting mom and dad in Silver Shoals this weekend," Celestia declared to Starlight later on as she closed up her classroom for the day. "You know, this is the first time that Luna and I will celebrate Mother's Day with mom since we rescued her."

"Yeah, you're lucky, Celestia," Starlight sighed, sitting down at a desk. "You and Luna managed to rescue your mom and celebrate Mother's Day with her. What do you guys have planned?"

"Oh, just doing some fun activities that a mother and daughter do," Celestia innocently replied. "Of course, my mom has been developing a newfound interest in daring activities like zip lining. I guess I had to get it from somewhere."

"Guess it runs in the family, I suppose," Starlight chuckled. "Is Luna looking forward to it?"

"Yes, of course, Starlight," Celestia smiled. "Mom does have a plan to celebrate Mother's Day on Luna's level, too. Mom is not like dad is, but we love her just the same."

As Celestia spoke, Starlight's face began to show signs of sadness. For she had dreaded this day more than anything. "You're lucky," She not so subtly chuckled. "It's too bad I can't celebrate with my mom."

This made Celestia stop what she was doing and look directly at her school superior. "What do you mean?" She asked, a look of concern befalling her face.

"She's…she's dead, Celestia," Starlight replied solemnly much to Celestia's shock!

…
…

"Starlight!" Celesta gasped in a shocked voice. "Why didn't you talk to me about this sooner?"

"It was my burden to bear, Celestia," Starlight confessed as she got out from behind the desk. "This weekend is not just Mother's day, but it's also the anniversary of my mom's passing."

"Starlight, I'm so sorry," Celestia sympathized, placing a hoof under Starlight's chin. "I…I didn't realize that you went through this."

Starlight said nothing as she proceeded towards the classroom door.

"Ever since my mom died, Celestia," She glumly explained. "I've always dreaded Mother's Day more than anything. Everypony and everycreature get to celebrate it with their mothers, but I don't. Even Father's Day in Sire's Hollow wasn't much of a celebration when I was growing up. Dad was too busy working to distract himself from the grief."

Immediately, Celestia's own happy mood faded and became replaced with concern. True, Starlight wasn't quite like a daughter to her the way Twilight was. But she still owed Starlight for helping to bring her and Luna to an understanding, even if it had involved switching their cutie marks. To say nothing of the fact that Starlight was responsible for the ex-royal sisters getting their teaching jobs in the first place.

"Look Starlight, if there is anything, I can do…" She tried to offer.
"Thanks, but I'm afraid there's not much you can provide, Celestia," Starlight shook her head. "You and Luna have to visit your parents, and Sunburst and I are heading to Sire's Hollow tomorrow for my mom's anniversary."

"Well," Celestia sighed. "Just remember that you have Luna and I as well as your friends if you need them."

Smiling briefly, Starlight turned around and left the classroom.

…

Back at the Castle of Friendship, Starlight was in her room and was packing for the trip to Sire's Hollow, when she heard a knock at the door.

"Come in," She called and in stepped Trixie who had already packed a long, black dress with sapphire diamonds on the hem into her suitcase. "Oh, hey Trix. What's up?"

"Been thinking about you all day, Starlight," The guidance counselor and part time magician answered as she sat down next to Starlight. "With your mom's anniversary and all. How are you feeling?"

"Sad, angry, trying to stay positive despite the situation." Starlight confessed, then closed the door to her room while Trixie looked on in a state of shock. "I…I don't understand it, Trixie!" She suddenly cried out in a pained voice. "Why did my mom have to die?! I would have…I would have been a much better pony if she were still alive! My dad wouldn't have coddled me and thrown himself so hard into his work, I could've had two parents to help me cope with Sunburst moving away. Why did it have to be this way?! Tell me, why?!"

"I'm…I'm just as confused as you are." Trixie blinked, unsure of what else to say. Despite her own situation with her father, she knew it wasn't the same as what Starlight was experiencing. Largely because unlike Starlight, Trixie had clung harder to her father and aspired to be more like him.

"Really?" Starlight cried and sobbed. "If she hadn't died, I wouldn't have run away from home, formed my own village where everypony had the same cutie mark and…" But she couldn't finish her sentence and sighed deeply. So much was going through the young unicorn's mind. "Sorry," She sighed, jumping off the bed and looking at Trixie with a look of embarrassment. "I... didn't mean to vent there. I'm not trying to take my problems out on you."

"It's okay, Starlight," Trixie reassured her friend. "I always tell students that we all must vent sometimes, even grown ponies like you. We both remember what happened the times when you didn't tell me what I was doing wrong. If it makes you feel better, I can come with you and Sunburst to Sire's Hollow in the morning. I already know about your father and Sunburst's family, and I'm sure if you haven't told them about me yet Sunburst probably has."

Starlight couldn't help but feel slightly better at Trixie's suggestion.

"Besides, if you like, you and I can perform a special magic show for everypony in town," Trixie offered. "What do you say? It will be a good distraction if nothing else. It doesn't even have to be Mother's Day themed."

"Thanks for the offer, Trixie. But let me focus on my family before we do anything else," Starlight protested with a shake of her head. "That's another thing my mom's missing out on…aside from me being your assistant for your magic shows."

Trixie blinked in confusion. "What's that?"

"Becoming friends with Twilight and the others. You, Celestia and Luna, Discord…everypony and everycreature," Starlight explained. "And you know what else makes me sad, Trixie? That my mom had to go before her time. If she didn't get that illness…"

Suddenly, Starlight felt herself getting choked up with tears and turned away from packing her things. She laid down on the bed, crying softly, much to her friend's sorrow.

…

Meanwhile, Celestia was in her bedroom, doing her own packing while still thinking about Starlight Glimmer and her tragic dilemma.

At that moment, Luna stepped into the room bringing in a red colored helmet for her older sister. "Here's your helmet, sister. It was down in the basement."

"Thanks, Luna," Celestia replied, placing the helmet in her suitcase. "I'm gonna need it for ziplining with Mom."

"Um, sister," Luna commented. "Forgive me but, Earlier today I couldn't help but notice Starlight Glimmer looked a little…troubled. Do you think it could be she's thinking about her mother again?"

This made Celestia stop what she was doing as she spun around right on the spot! "How did you know about what Starlight is feeling?! Who told you?!"

"Come on, Celestia," Luna remarked, walking over to her older sister. "Surely you don't think that I've given up on going into ponies' dreams entirely, do you? I did it for Gallus and for Twilight and Spike when they needed it. And I can tell you with certainty that Starlight's recent dreams have all been related to this tragedy of losing her mother at such a young age."

"Luna, this is what is really bothering me about the whole situation," Celestia sighed. "Starlight is like Twilight…family to me even if not by blood. In fact, the rest of Twilight's friends are kind of the same in a way. If anything troubles them it troubles me too," She then added. "I want to spend time with Mom in Silver Shoals as much as you do, but…"

Luna placed a hoof on Celestia's shoulder in solidarity. "Sister, I think mother and father won't mind if we delay our visit with them for a few days," She firmly reassured Celestia. "This bothers me just as much as it does you. Remember, a pony's mental health is more important than their position."

Celestia's mind then began to think back to when Twilight suffered the mental breakdown that had ultimately changed everything.

"Very well then," Celestia declared. "We'll go to Sire's Hollow, for Starlight's sake."

"Should we let Twilight know of our plans?" Luna asked.

"Yes, but she is in Canterlot spending time with her mom this weekend. The last thing I want to have happen is to pull her away from spending time with her own mother," Celestia replied. "Twilight deserves a rest after all she's had to endure, especially with the war still ongoing."

"Very well then, sister." Luna nodded. And so the plans for the sisters were set in stone.

…
…

Meanwhile, in Sire's Hollow, Firelight stood at the grave of his mate, his wife and his daughter's mother. For a brief moment, he was alone in thought, wondering what would have been had his wife not die.

"It's hard to believe, isn't it?" He whispered while looking down at the gravestone. "Another year since you've been gone. I miss you, Aurora. Your daughter misses you. If only you were here to see how much has changed."

Lowering his head, he was just about to leave the gravestone when he suddenly felt a presence coming towards him followed by a female voice. "Firelight?" The voice asked. Turning around, he saw Stellar Flare standing behind him. "Funny, isn't it? Us meeting in a cemetery?"

"Not surprised," Firelight remarked. "Can't believe it's been another year since she's gone, Stellar. Blasted cancer."

"Same with my husband," Stellar Flare replied, looking away in solidarity. "He's also missed a lot with Sunburst growing up and such. I was just fixing up his grave. It needs a good trimming…just like Sunburst's beard."

The two former rivals turned friends turned their attention towards Aurora's grave. "Well, it could use some flowers, Stellar. Aurora always liked roses." Firelight remarked.

"I'm sure you can figure something out. Honor your wife the way you want to honor her, Firelight." Stellar encouraged.
Those words did little to comfort the pony whose obsession was preserving history for Starlight Glimmer.

"I will honor her," The stallion declared as a small rain began to fall down on the cemetery. "It's just…why does her anniversary have to fall on Mother's Day, Stellar? Why couldn't it be on any other day? Your husband didn't die on Father's Day." With tears forming in his eyes, he proceeded to walk away from the cemetery while Stellar Flare watched.

But no sooner did Firelight leave, than did Stellar Flare suddenly heard a ghostly voice coming from behind her. "Stellar Flare?" The voice called.

Gasping, Stellar turned towards the ghost of a female unicorn with light pink coating like Starlight's, and a short-striped mane like Starlight's. "He must be having a hard time with my anniversary."

"You have no idea, Aurora," Stellar Flare replied, sighing deeply. "He certainly misses you as does Starlight. But what are you doing here? You should be talking to Firelight, not me."

"We were close friends, weren't we Stellar?" The ghost replied. "We made a promise to support one another forever, no matter what happens. Just as I was there for you when your husband passed away, so too must you be there for Firelight when I can't be," And then she asked. "Tell me, is Starlight coming this weekend?"

"She is," Stellar Flare answered while taking a nervous gulp. "Although, it probably will be a lot different…given that it is Mother's Day."

The ghost sighed and looked out into the distance towards the town of Sire's Hollow. From a distance, she could see her husband walk towards his home…alone.

"If only you can see how much he misses you, Aurora," Stellar Flare sadly declared. "Just like I miss Comet Flare."

With those words, the ghost slowly moved forward towards the town and disappeared from Stellar Flare's view.

"Aurora! Wait!" Stellar Flare called, but the ghost was already gone!

…

The next morning, Starlight awakened and slowly made her way downstairs to have breakfast before leaving for the train station. All she could do was prepare herself for the emotional journey that awaited her in Sire's Hollow. Furthermore, with Twilight in Canterlot and the rest of her friends spending time with their mothers for Mother's Day, Starlight felt alone. But not for long.

"Thought you could use some company," Trixie declared as she walked into the dining room with a cup of tea in her aura, and sat down next to Starlight. "Look, I've been up part of the night thinking about you and…"

"Why were you up during the night at all?" Starlight wondered as she saw Trixie yawn.

"Because I hate to see you upset, Starlight," Trixie replied as Starlight ate a small breakfast sandwich. "Nothing hurts me more than seeing my best friend upset. I... want to go with you to Sire's Hollow."

Immediately, Starlight felt touched by this decision. "Trixie! That's very nice of you, but this is a family matter. My dad will probably want the gathering to be private."

"Look," Trixie firmly remarked to her best friend. "If there's a time for us to be together it's now. You and your dad will need support, just as you and the others were there for me when I had my midlife crisis."

"Oh yeah, that!" Starlight chuckled to herself in embarrassment. "That was quite an event, wasn't it? I just wish it were a midlife crisis I'm dealing with here, instead of something more personal."

Finishing her breakfast, Starlight and Trixie departed the Castle of Friendship and arrived at the Ponyville Train Station for their journey. But upon arrival, they saw Celestia and Luna standing on the platform as well.

"Celestia? Luna? What are you still doing here?" Starlight questioned the two alicorns. "I thought you were going to see your parents in Silver Shoals."

"We've changed our minds, Starlight," Luna answered. "We're going to Sire's Hollow to support you."

Starlight felt her mouth drop open over what she'd just heard.

"You…you don't have to do this, you know! Really, you don't. This is the first Mother's Day with your mom since you rescued her. You deserve to spend it with her, not helping me."

"We care about you, Starlight," Celestia protested while draping a wing over Starlight. "You are like a family to me, not unlike Twilight and her friends. And family is always there to support one of their own when it's necessary."

"Besides, our parents understand and respect our decision. We wrote to them the night before informing them we wouldn't be coming," Luna added, winking her eye at Starlight and Trixie. "After all, they've got their own backup plans."

A little while later, all arrived in Sire's Hollow. Stepping off the train, Starlight took a deep breath and absorbed the air surrounding her home.

"Very quaint," Luna remarked to Celestia. "You ever see anything like this, Celestia?"

"I've been to plenty of small communities that were more tight knit than this," Celestia commented. "But there is definitely a unique aura to this town."

At that moment, Starlight noticed Sunburst coming towards them and they embraced immediately while the others looked on.

"Hey Starlight," Sunburst greeted. "How was the ride over from Ponyville?"

"Nothing out of the ordinary," Starlight replied. "I just hope my dad's holding up fine."

"Just remember that if you need to let it all out, do so," Sunburst advised, much to Starlight's concern. "I know how it feels to be without a parent, losing my dad soon after being enrolled in Canterlot was a huge blow. It didn't help that your mom got sick around the same time, and by the time I learned what it really was it was already too late."

But Starlight kept her head onto the ground and very soon, all arrived at the town's gate. Pushing it, they heard a sound that annoyed both Starlight and Sunburst. "Welcome to Sire's Hollow!" A microphoned voice declared.

"I thought I told Mom to shut that darn thing off!" Sunburst muttered as they entered the town square and made their way towards Starlight's old home.

…

Approaching the front step of Starlight's childhood home, she and her friends gathered round as she knocked on the door and waited for an answer.

The door opened to reveal Firelight on the other side who immediately pulled Starlight into an embrace.

"Oh, Starlight!" He happily cried, hugging his daughter tightly. "You're back!"

"Yep, I'm back," Starlight replied as she broke off the embrace. "Really hasn't been easy. How are you holding up?"

"It's…tough," Firelight sadly remarked while allowing the rest of Starlight's friends to enter. "I was at the gravesite this morning. Let me tell you, it doesn't get any easier despite what some ponies think."

"Death is never an easy event to live with, Firelight," Celestia commented. "Luna and I should know, we went through it many times during our tenures as Princesses."

"Of course you have, Celestia," Firelight said as they all sat down in the living room. "But, it just doesn't seem fair. Aurora was so young, had her life ahead of her, and to get cancer…it just makes me wish she were still here. Everything here reminds me of her, of how she used to be."

Starlight then began to get a realization of why her father would always want to preserve the history of Sire's Hollow.

"Dad," She began, looking at her father with sad eyes. "This is why you've wanted to preserve the town's history, isn't it? Because of Mom?"

"Yes, that's why, honey," Firelight admitted. "But it seems like all it really did was keep me away from you when we needed each other most. I…I can't live without your mom!" He confessed. "She was the love of my life and to see things change without her, it's just too much!"

"Perhaps, Mr. Glimmer," Sunburst suggested. "I think I can see a resemblance to why you and my mom always clashed over the past and the future of this town. My mom always looked towards the future and you seemed to look towards the past. My mom tried to move from my dad's passing, whereas the loss of your wife has left you longing for the past."

"You hit it right on the head, Sunburst," Firelight sadly confessed. "But like your mom, I originally wanted to look to the future too. And for a time I did. But when Aurora was taken from me, I longed to stay in the past. That was why I created the Sire's Hollow Preservation Society in the first place."

"But why?" Luna asked in a curious voice. "Neither Celestia or I want to be intrusive of your wishes, but we must ask you…was that what your wife would have wanted?"

"Well," Firelight nervously declared, getting up and walking towards Celestia and Luna. "Aurora had a dream to be a teacher at the School of Magic in Canterlot. It was in her blood, it was in her DNA. Education was always her calling. We even hoped that someday we'd send Starlight off to that school, and that maybe she'd follow in her old mare's hoofsteps."

As Firelight spoke, no one noticed the ghost of his wife standing at the far right corner of the room, listening to all he was saying.

"I mean, she found great joy in teaching fillies and colts," Firelight continued. "Didn't you both find joy in teaching after you stepped down from the throne?"

"Of course we did," Celestia said in a warm voice. "From what Luna and I are seeing, Firelight, you seem to be dealing with a turning point in your life. You want to move forward, yet you cannot. You're afraid to let go of the past, afraid to lose the memories you have of Aurora."

"It seems so…" Firelight nodded while looking back to Starlight nervously. "But I feel like, if I don't preserve the past, I'd be dishonoring my wife and your mother, Starlight."

But Firelight wasn't prepared for what his daughter said next. "Dad, don't you think that perhaps maybe you're honoring Mom the wrong way?" She asked, trying to choose her words very carefully even as Firelight gasped in horror at what he just heard. "I mean, perhaps…there's another way we can honor Mom. A way that she'd like better."

"No there isn't, Starlight!" Firelight all but burst into tears that were forming in the corners of his eyes. "This is all I know how to honor your mom by! She would want me to do this! When I do, it's like a part of her is still with me!"

"Dad, you really need to think about what you're doing here," Starlight cautioned, tears forming in the corners of her own eyes. "Mom is gone, and you're trying to make it seem like she's still alive! Just like your coddling of me didn't help me cope with Sunburst moving away, what you're doing now isn't helping you or I cope with Mom's passing."

Firelight's response was to suddenly strike Starlight in the face, causing everypony in the room to gasp in horror!

"How dare you say that!" He cried at the top of his lungs, his face mixed with sadness and anger. "You're…you're dishonoring your mother with those words, Starlight Glimmer! You never knew her the way I did!"

But those words struck a chord with Starlight.

"I'm not dishonoring my mom!" She roared back, despite the pain of the slap stinging on her face. "Do you even realize how hard this has been for me?! I miss Mom too, but I've been trying to move on while also honoring her memory! Why don't you do the same thing, Dad?! If I could put my past behind me, why can't you do the same for both our sakes?!"

Overcome with emotion, Starlight ran out of the room and to her old bedroom, leaving Firelight shocked at what he had just done!

…
…

The entire living room was still trying to absorb the sudden moment of Firelight losing his temper with his daughter.

"Mr. Glimmer, why did you do that?!" Sunburst gasped! "You and your wife almost never even raised your voice to us when Starlight and I were foals, not even when we did something bad. How could you hit your own daughter like that?"

"I…I don't know, Sunburst," Firelight stammered, looking back at him and the others. "Perhaps maybe Starlight's right, maybe I am dishonoring her mother by being the pony I am right now. But I don't know what else to do. I've been like this ever since Aurora died, and thinking about who I was before only fills me with pain and sorrow."

Still shocked by what they too had seen, Celestia and Luna approached the troubled unicorn.

"Starlight is right, Firelight," Luna declared while draping a wing over Firelight. "There is another way you can honor your wife, one that doesn't involve living in the past. After all, you can't bring your wife back from the grave or turn back the clock on your daughter's development."

It was then that Firelight began to realize how much of an idiot that he was, not just as a pony, but more importantly as a father to his only daughter.

"Perhaps the idea of Mother's Day and your wife's anniversary was just a bad combo, Mr. Glimmer," Trixie declared as she got off the sofa. "No magic in the world can erase the pain you and Starlight are both going through. Work through the pain together, Mr. Glimmer. That's what family is for, is it not?"

"How?" Firelight asked Trixie. "How can I work through the pain? How can I move on from the past when it consumes almost every waking thought I have?"

"We're always looking for new teachers at the School of Friendship in Ponyville," Sunburst offered with a warm smile on his face. "It may not be the School of Magic, but we are pretty unique in our own way. And if I may say so myself, you'd make a fine history professor. Plus, you'd be able to see your daughter every day."

For a moment, Firelight considered what Sunburst had said, but he knew there was still a more pressing matter that needed to be addressed first. "Thanks for your offer, Sunburst," He declared while looking over towards his daughter's bedroom. "But for right now, my daughter needs me. There's something I should've done long ago for both our sakes."

…

A few moments later, Firelight knocked on the door of Starlight's old bedroom and without any resistance, Starlight opened the door and allowed her dad inside.

"Look, Starlight," Firelight confessed, briefly turning away from her in shame and embarrassment. "I'm…I'm sorry for the way I acted back there."

"It's… going to take more than an apology to make up for you striking me in the face like that. I do know that you never hit me as a child or ever really disciplined me. The same was true for Mom, what little I do remember of her," Starlight sighed. "Do you…do you really think that you're trying to make it seem like Mom is still here when she really isn't? I miss her too, Dad. Part of why I became what I am was because I was also grieving for her. But I learned to channel my emotions in a different way, so why don't we now honor her together as father and daughter?"

Sighing deeply, Firelight realized that he needed to do what Starlight was offering to him. Everything that he had been doing was not going to bring his wife back from the dead.

"Perhaps you're right, Starlight," He sighed again. "I am doing this the wrong way, and perhaps your mother would be saying that it's past time for me to move on. It's just…it's just so hard."

"It's never easy, Dad. Even though I've grown up into a mare, part of me wants to go back in time and save mom from her cancer," Starlight confessed. "But no magic in the world can bring her back. That's why we're here now, to go through the pain together. I love you, Dad."

Overcome with emotion, Firelight pulled his daughter into another embrace and both father and daughter silently cried together while Sunburst and the rest of Starlight's friends listened from outside the bedroom.

"I love you too, Starlight." Firelight sobbed.

At the far-right corner of the bedroom, the ghost watched Starlight and Firelight embrace together with a warm smile on her face. "I love you both. If only I knew how to get in touch with you from the land of the living." It said, before fading away without either of them watching.

…
…

The next day, Starlight put on the long black dress Rarity had made for her and joined her father in a tuxedo at the cemetery, standing over the grave of her mother with a bouquet of red roses in her aura. Together, they slowly walked towards the grave and placed the flowers on the grave.

"Happy Mother's Day, mom," Starlight sighed as a small gust of wind blew at them. "Dad and I both love you, and we miss you."

Episode 9: "The Soup Grouch"

Author's Note

Episode Summary: A new soup stand in Ponyville becomes the object of ridicule when the owner is revealed to be a pony who is tough on his customers.
Cast:
Andrea Libman as Pinkie Pie/Fluttershy
Tabitha St. Germain as Rarity/Luna
Ashleigh Ball as Rainbow Dash/Applejack
Tara Strong as Princess Twilight Sparkle
Cathy Wesluck as Spike
Kelly Sheridan as Starlight Glimmer
Nicole Oliver as Celestia
Larry Thomas as Lentil the Soup Grouch
Diana Kaarina as Saffron Marsala
Lee Tockar as Coriander Cumin
Richard Ian Cox as Grandpa Gruff
Garry Chalk as Prince Rutherford
Kyle Rideout as Thorax
Ali Minler as Ember
Christopher Gaze as General Seaspray
Fiona Hogan as Zesty Gourmand
…
"My Little Pony: Friendship is Magic" Season 11, Episode 9
"The Soup Grouch"
By Jeff Snyder (TwilightSparkle3562)
Edited by SuperPinkBrony12
…

Episode 9: "The Soup Grouch"

…
Restaurant Row in Canterlot was well known as where Equestria's best of the best in cuisine made their mark. One of the most quaint and unusual among these was The Tasty Treat run by Coriander Cumin and his daughter, Saffron Marsala. To them, being the most unusual restaurant on Saddle Row gave them an advantage.

But one day, as Coriander Cumin prepared to open his restaurant up for another day of work, he noticed a soon to be opened business with a small sign on the front.

"Hmm, so that soup stand is opening soon?" He said to himself. "Well, it's nice to have a neighbor of sorts like us."

Walking back into the restaurant, he saw Saffron Marsala coming out of the kitchen. "Father, do we have any Mustard Dijion dressing?" She asked, walking towards him. "I'm kind of running low."

"It would be in the walk in fridge, Saffron," Corriander replied. "By the way, you and I should visit that new soup stand that's opening."

"You mean that soup pony from Saddle Arabia?" Saffron remarked. "Perhaps you should know that he has a temper."

"A temper?" Coriander remarked, slightly taken aback by what his daughter had said. "Most of the ponies here are stuck up, but they don't have tempers. I'm sure it's nothing for us to worry about."

"You have a temper yourself sometimes," Saffron retorted, going back into the kitchen and towards the walk in. "At least you don't scare away the customers."

Coriander was surprised to hear such a thing. In his mind, he never scared away his customers.

"I've heard that this soup stallion's scared away a few customers where he comes from," Saffron continued as she returned to her preparation. "He even has a certain method on how to order his food. And if you do it wrong, he kicks you out."

Coriander refused to believe his daughter's words and decided to pay a visit first hoof later on.

"He can't be that bad, Saffron," He protested. "Give him time. If he's really as bad as you say he is, he'll probably only be here for a short time."

Saying nothing, Saffron returned to her work while her father returned to getting their restaurant ready. A new stand would mean new competition. And in this case it would be competition that Saffron and Coriander had never encountered before.

…
…

Meanwhile in Canterlot, Twilight and her friends were in the castle's throne room just finishing up on going through a wartime meeting with Equestria's allies.

"Pony certain ram is on move?" Prince Rutherford asked.

"We are very certain, Prince Rutherford," Twilight firmly answered. "As allies it is our duty to remain vigilant, an invasion could happen at any time. And an attack on one of us will be answered as an attack on all of us."

"And now Chrysalis is alive and vowing to take back what is hers," Thorax nervously whimpered. "We can't take any chances. The Changeling Kingdom cannot afford something like this happening. There's no telling how many more supporters she has out there."

But Ember was unfazed by her friend's nerves.

"Look Thorax," She spoke up while flying over him. "Now isn't the time to be a scaredy bug. Being afraid is just what they are going to hope for. They want you to be too weak to fight back. Youve got to be tough and assertive. Don't let that fear control you, you must control it. Channel it. Weaponize it!"

"Ahh, this is will probably just boil over in time," Grampa Gruff pouted while adopting an unconcenred posture. "Probably a whole bunch of nothing. Besides, an old geezer like me won't be of much help in a fight. And Griffonstone doesn't have much of an army, nothing worth fighting for."

"You're going have to accept, birdbrain, that this isn't just going to blow over!" Rainbow Dash snapped, zooming over to him and looking at him right in the face. "Didn't you hear about what happened in the Crystal Empire?! How Princess Twilight over here almost got charred to ashes?!"

"Just a bunch of transforming metal animals causing trouble," Grampa Gruff snorted. "You don't really expect me to believe there's anything I could do about them if they exist, do you."

"You could at least try, if not for your sake than certainly for the sake of Gallus and Gabby," Rarity remarked. "I'll have you know I've already taking the liberty of practicing war drills at my boutiques. We can't afford to be complacent or ignorant at a time like this."

"All that matters is that we're prepared for whatever comes next," Twilight cautioned. "To this end, I am authorizing a communicating system between all of us. Grogar has indicated that he will attack anytime and anywhere he desires. The moment you see trouble from him and his allies, you sound the call. Is that clear?"

"I still think it's nothing," Grampa Gruff huffed and turned around to leave, only to be stopped by Twilight's commanding voice.

"Grampa Gruff!" Twilight firmly called while standing out of her throne. "You will leave when you are dismissed."

Muttering, Grampa Gruff turned back towards the throne, waiting for Twilight to dismiss them.

"Some creatures have no manners," General Seaspray remarked before turning back to Twilight and her friends. "While I'll need to clear it up with Queen Novo first, I doubt she'll need much convincing to establish the early warning systems for Mount Aris and Seaquestria. We've learned nothing from the Storm King if we don't."

…

Once the leaders were gone, Twilight and her friends decided to head over to Restaurant Row for lunch and to reflect on their meeting. As they walked towards the Tasty Treat, they saw a line coming out of the new soup stand.

"Hmm, that new soup stand I read about must've opened. Odd that a Saddle Arabian would want to break out on Restuarant Row now of all times." Twilight remarked.

"Been meanin' to try some," Applejack spoke up. "I've dyin' for a real meal in Canterlot."

"But what about Saffron and Coriander?" Rarity suggested. "They'll be expecting us to eat their food. To not do so would be insulting to them, even if we haven't booked reservations."

"I'm sure they wouldn't mind if we cheated this once. No harm in scoutin' out their competition so they know what they're up against," Applejack replied and then got an idea. "Tell ya what? Let's just say to 'em we're payin' their new rival a visit and we'll be in shortly for lunch. In fact, the rest of you can all go ahead and head to The Tasty Treat, two princesses oughta be more than enough."

Unsure of what to say to her friends, Rarity reluctantly followed the remaining ponies into The Tasty Treat while Twilight and Applejack joined the line of ponies waiting to get in.

…
Eventually, Twilight and Applejack made their way inside the soup stand where a gray coated Saddle Arabian pony stood behind the counter, looking suspiciously at the two princesses. Immediately, Applejack began to feel somewhat intimidated by the pony.

"Er, a medium hay chili, pleased." Applejack said nervously as she slowly made her way down the line.

"And I'll have a medium oat bisque." Twilight ordered, and the stallion promptly rank up the orders and began to fill them.
Upon receiving her order of soup though, Applejack noticed something was off.

"What the hay? I know I asked for bread. That pony didn't give me any!" She whispered to Twilight.

"Just forget it, Applejack. We'll get bread later. We don't wanna cause a scene. And from the way that stallion's looking at us, I don't think he's in a mood to deal with angry customers." Twilight advised as she gestured a hoof to the stallion, who seemed to be glaring at them.

But Applejack decided to speak up anyway. "Um, excuse me, sir. I didn't get any bread," She complained. "I did ask for it."

"Yes, but bread is two bits extra," The pony muttered while focusing on filling up bowls of soup for the other customers. "You pay two bits, and you get bread. So pay up or sit down."

"Two bits? But… but I thought the bread was free." Applejack spike up, suddenly erking the pony.

"So you still want bread?" The stallion snapped. "For you it'll cost three bits! Pay now, or your order will be revoked!"

Applejack was shocked by what she heard. "What did you just say?!"

"I warned you! No soup for you! Security!" The stallion yelled, ordering the cashier pony to return Applejack's bits and take away her soup.

Twilight was shocked by such behavior and took her friend out of the soup stand before anypony in the crowd had a chance to get a good look at them.

…

Later, the princesses joined the rest of their friends at The Tasty Treat.

"So, how did it go?" Fluttershy asked, noticing Applejack's troubled look on her face. "What happened to you in there, Applejack?"

"I was supposed to get free bread and he didn't give it to me. Even took back my order," Applejack complained as she sat down. "We may be fighting a war, y'all, but I've got a personal war I'd like to win in that soup stand."

"Let's not be hasty, Applejack," Pinkie Pie advised. "Perhaps the stallion was having a bad day. We all have those days. Even the Cakes have them sometimes. Just try to relax."

At that moment, Saffron and her father came forward with the food orders. "All right, I've got four specials and Naan bread for the dragon," Coriander spoke up as he and his daught served the food. As they served, Coriander noticed Twilight's bag of soup. "Um, you seem to have visited the soup stand? How was it?"

"The soup's really good, Coriander," Twilight remarked. "But, who knew that the owner was so… feisty?"

"He wanted to charge me three bits for bread that I ordered with my meal!" Applejack protested. "Three bits!"

Walking towards the window of his restaurant, Coriander saw a mixture of ponies who had soup and some who didn't.

Something about this place was off and he was determined to find out.

"Um, Rarity," he said, returning to the table a few minutes later. "Do you, by any chance, continue to talk with Zesty Gourmand?"

This to both her and Pinkie Pie was a surprise, remembering how difficult Zesty Gourmand was to them the last time.

"Um, why do you ask, Coriander?" Rarity pondered.

"Because I was wondering if she would be willing to try some of that soup Princess Twilight is having," Coriander answered, pointing over to Twilight eating her soup. "Saffron may be right. Something this stallion is doing is off. If anypony can figure out what he's up to, it's Zesty."

Both Rarity and Pinkie Pie glanced at each other nervously for they were going to have to seek out the pony who had nearly buried The Tasty Treat with her opinions.

…
…

Once their lunch was done, Twilight, Fluttershy, Rainbow Dash and Applejack went back to Ponyville while Rarity and Pinkie Pie stayed behind to seek out Zesty Gourmand. But as they left, Pinkie couldn't help but want to try the soup out for herself.

"All right, so we have to pay Zesty a visit and…" Rarity said, only to be interrupted when Pinkie Pie became sidetracked by the soup stand itself. "Um, Pinkie Pie, where are you going?"

"To try out the soup stand, duh!" Pinkie said as she bounced her way into line. "If its good, maybe I'll get some to go for the Cake Twins!"

"But, but we just ate!" Rarity protested, but realized that this was Pinkie's way of getting to experience the soup stallion firsthoof. "If you insist, Pinkie. I just hope he's in a better mood now."

Waiting in line, Pinkie eventually made her way towards the stallion and all she could do was smile in a manner others would consider creepy.

"Hi there!" She chirped, but the stallion didn't take notice.

"What do you want?" He asked her. "You going to order something?"

"Um, I just wanted you to know that you make the best soups in all of Equestria!" Pinkie declared. "You'll be getting a three hoof rating before you know it!"

"Thank you," The soup stallion said with a fake smile. "And you know what I want you to know? No soup for you!" He ordered and Pinkie left the stand with a huff.

All Pinkie could do was loudly gasp at those words!

The soup stallion snorted!

"I said 'No soup for you!' I don't serve freeloaders! Get out before I throw you out!"

Upon meeting Rarity outside later, the fashionista unicorn could see the bad luck Pinkie had inside.

"I complimented him and he turned me away," Pinkie whined. "He may have good soup, but he needs an attitude adjustment."

"Let's just hope Zesty is in a better mood today," Rarity muttered as she and Pinkie left the soup stand behind them.
"Because this is something I think she would actually object to. I have no idea how or why anypony could act such a way and still have a business."

…

Rarity and Pinkie soon made their way over to a large house in a upscale Canterlot Neighborhood with three stars on the door.

"Do you want to knock or do you want me to knock?" Pinkie whispered to Rarity.

Rarity reluctantly walked up to the door and knocked on it three times, hoping for Zesty Gourmand to answer right away.

A few moments later, the door opened to reveal the queen of cuisine herself. Both Pinkie and Rarity remained steadfast, remembering how harsh Zesty was the last time they encountered her.

"What are you two doing here?" Zesty asked in a suspicious tone. "Come to humiliate me again?"

"H-hi Zesty," Pinkie nervously greeted. "Um, no hard feelings about The Tasty Treat incident, right?"

"Humph!" Zesty huffed. "If you've come to…"

"No, no, no," Rarity insisted, placing a foreleg in front of Zesty. "What happened is in the past, Zesty. In the past. Let's just focus on the present."

Not wanting to be bothered any longer, Zesty attempted to turn around and shut the door, but Rarity wasn't going to let her get away that easily.

"Rarity, I know why you and your frizzy haired friend are here," Zesty remarked as Rarity put her back down on her feet. "You think that I should still reserve my opinions only to myself, yes? Well, I still stand by my decision for your friends."

"That may be so," Rarity protested with a frown. "But that's not why we're here."

Pinkie added. "There's a new place next door to The Tasty Treat. There's this new soup stallion who…"

Suddenly, Zesty's eyes widened at the mere mention of the new soup stand! Stepping back into her house, she gestured the two mares inside much to their surprise.

"That was quick," Pinkie whispered to Rarity.

Once they were inside, Zesty shut the door with a loud thud. "

That soup pony from Saddle Arabia?" Zesty remarked. "I hear he has such a bad reputation."

"Not by the way his soup tastes," Pinkie spoke up. "I could just swim in them all day and…"

"Yes, you can," Rarity interrupted as she ended Pinkie's fantasy. "But we aren't here to fantasize. Zesty, we were wondering if you would consider possibly trying out this pony's…signature product?"

"Absolutely not, Rarity!" The self proclaimed Queen of Cuisine thundered, motioning for Pinkie and Rarity to gaze upon a series of newspaper clippings hung on Zesty's wall. "If you both look at these collections of articles I have written over the years as a critic, you will see that each restaurant I have visited had highly respectable ponies who had a personality greater than their food!"

Studying the collection of articles on the wall, Rarity and Pinkie understood somewhat what Zesty was explaining to them.
"Zesty, these articles are nice, but…" Rarity stammered looking over at her.

"-Rarity," Zesty interrupted. "I happen to know a few fellow food critics who have tried this pony's soup and let me assure you that the professional behavior he has is unacceptable. Why, he even denies his customers soup if they don't follow his methods."

"Tell me about it," Pinkie remarked. "He denied Applejack soup because she complained about not getting bread. I mean, what's wrong with bread? It's no different than eating cupcakes!"

"Look Rarity," Zesty replied, suddenly dropping a little bit of her snooty persona as she sighed lightly. "I really do want to give my own opinions on the new establishment, but ever sinceTthe Tasty Treat reopened, I've been…cautious about voicing my opinions."

Both Rarity and Pinkie gasped upon hearing these words, realizing that they possibly caused damage to Zesty's reputation!

…
…

"Look Zesty," Rarity protested. "All we were trying to do was stick up for Coriander and Saffron. We didn't mean to make you cautious!"

"No, no, you meant no harm," Zesty sighed as she walked towards her living room and sat down in a large arm chair. "I still stand by my opinions, yes. However, I've been keen on watching out for ponies like you who defend establishments that don't deserve my three hoof rating."

"Well, we aren't just ordinary ponies, after all," Pinkie spoke up. "I don't know if you heard, but we are princesses now."

"Of course," Zesty remarked, chuckling slightly. "How could I forget? You became princesses for the sake of Twilight Sparkle's mental health. So that's another reason I'm cautious."

"There are ponies who will need to hear the cold honest truth, Zesty, darling," Rarity advised. "Perhaps this soup stallion needs to hear the truth from somepony like you Who knows? Some poor soldier in the war against Grogar could be eating his soup delivered to him by this pony."

"She does have a point," Pinkie remarked, and Zesty merely sighed at the advice that was being given to her. "Perhaps there's only one pony who can put this grouch in his place."

Still, Zesty was hesitant. But realizing that she couldn't really say no to the ponies that had countered her opinions, Zesty reluctantly accepted the assignment given to her. "If you say so." She sighed as Rarity and Pinkie hoof bumped one another in victory.

…

Back at The Tasty Treat, Coriander was occasionally peeking out his restaurant's window, keeping an eye out for customers as they left the soup stand. Suddenly, he noticed two very familiar alicorn ponies going towards the soup stand.

"Princesses Celestia and Luna?" He gasped in a hushed voice. "What are they doing there? Saffron! Saffron! Come quickly!"

Dashing into the kitchen, Coriander shouted out to his daughter!

"Saffron, Celestia and Luna!" He gasped anew!

"Father, I've got orders to fill out here!" Saffron protested. "What about them?"

"They are going to the new soup stand, instead of coming here!" Coriander cried.

"That's entirely their call, father," Saffron remarked as she tried to focus on her cooking. "If anything, we have other things to do here, such as serving whatever customers we still have!"

Not wanting to bother his daughter any longer, Coriander left the kitchen and proceeded towards the front door, much to the surprise of his customers, who just stared at him in confusion and surprise.

"Um, Saffron is in charge for a few moments, everypony," He nervously answered. "I will... be right back!"

As the customers murmured in confusion, Coriander dashed out of The Tasty Treat and watched as Celestia and Luna joined the line of ponies waiting to get into the soup stand.

…

"Celestia, they say this soup is to die for," Luna remarked. "I just hope it's good as you say it is."

"Well, when I was in Saddle Arabia, I would always stop for this pony's soup," Celestia replied. "He probably remembers me since I was a frequent customer of his."

Meanwhile, as they neared the entrance, Pinkie and Rarity returned with Zesty Gourmand in tow. Both unicorn were surprised at seeing Celestia and Luna in line.

"Oh boy! This is going to be fun!" Pinkie nervously spoke up. "Celestia and Luna are in line! Perhaps they're asking for trouble?!"

Looking over to Zesty, Rarity felt that they needed to protect Celestia and Luna from any abuse by the pony she knew to be called the Soup Grouch.

"Might as well get in line." Rarity whispered to Zesty and so they did. But Pinkie Pie, not wanting to be subjected to the soup grouch's wrath, was hesitant and it took Rarity dragging her by the tail to make her move into line.

"Um, Rarity," Pinkie whispered back. "I'm not supposed to be back here for one year, remember?!"

"Perhaps in this case, breaking that rule is a good thing," Rarity hissed back at her. "Now come on! If we could stand up to Zesty Gourmand, how could we look Equestria in the eyes if we let some soup stand stallion scare us?"

Meanwhile, Celestia and Luna made their way into the soup stand and immediately, the Soup Grouch's eyes dropped upon seeing the former princesses walk in.

"P-Princess Celestia?!" He gasped in an awestruck tone. "What are you doing here?! And where is your crown?"

"I've been retired for some time now, Lentil," Celestia remarked. "Or haven't you heard?"

"Er... yes, of course," The Soup Grouch stammered while trying to keep his composure. "I trust you want your usual soup?"

Receiving a nod, the Soup Grouch began to serve up his soup to his royal customer. "I'm surprised you retired, princess," He remarked. "Why, I thought you would rule forever."

"That's not the case, Lentil," Celestia advised. "Health before business and all that stuff. Besides, there have been other things Luna and I have been wanting to do for some time. Things we never had the chance to do as princesses."

With a quirked brow the Soup Grouch asked. "Such as?"

"Teaching for one thing," Luna pointed out. "We're both teachers at the School of Friendship!"

Sighing, the Soup Grouch hoofed his soup to Celestia and proceeded to turn his attention to Luna. "That's nice," He said, sighing deeply and catching the royal sisters' interest. "It's too bad my son can't afford a school like that."

"Why is that?" Luna asked.

"I came here to Canterlot so I could make more money," The Soup Grouch explained. "But the frustration of coming here amidst an impending war…"
Suddenly, he turned away from the sisters and saw Pinkie and Rarity walking inside!

"Hey!" He called, banging on the side of the counter and looking directly at Pinkie Pie. "I thought I told you to come back in one year!"

"Lentil?" Celestia asked in confusion, raising an eyebrow at the same time. "What's going on here?! This isn't like you!"

"She's been banned for one year!" The Soup Grouch sternly replied. "She was causing problems in my line because she wanted free bread! I offer no such free bread, I can't afford to give it out for free!"

Both Celestia and Luna were confused at what was going on. "Um, I'm sure that Pinkie Pie means no harm, free bread or not," Luna spoke up. "It's just in her nature…"

"Whatever, she is still not welcome here!" The Soup Grouch protested. "Her one year ban still stands!"

At that moment, the line of ponies gasped in shock as Zesty Gourmand made her way into the establishment! The Soup Grouch also gasped at the highly important pony as she walked inside.

"I think I've found the problem with this business," Zesty declared. "It's not the food. It's the owner."

Feeling slightly embarrassed, the Soup Grouch felt himself being put right on the spot as Coriander peaked his head through the door.

"M-Ms. Gourmand!" He stammered as she walked closer and closer to the counter, while he hastily scooped up a bowl of soup. "What an…what an honor it is to have a pony of your stature in my business! Some of my famous soup?"

Zesty took several bites of it and then handed the bowl back to the Soup Grouch. "Your soup is delicious, Lentil," She spoke up. "It's very unfortunate the same can't be said of your very unprofessional behavior."

The rest of the ponies could only stand in shock and amazement at what Zesty was saying.

"I've come across many aspiring restauranteurs like you, but they were at least professional at what they did in their attitude," Zesty spoke up. "You, on the other hoof, are an entirely different story. How can you be this way and expect to stay in business?"

"I-I can explain my actions, Zesty," The Soup Grouch stammered, sweat nervously trickling down his face. "You see, I'm not like what you or your friends say I am! Maybe I'm a little abrasive, but…"

Zesty raised an eyebrow in suspicion. "My dear Lentil, I'm afraid any negativity you bring here in Canterlot is on your own hooves. It's not like Saddle Arabia where you can just walk over everypony with your outrageous practices! Your soup is delicious, your attitude is not!"

"Look, Zesty," Celestia spoke up "As princess, I was a frequent customer of Lentil's in Saddle Arabia and he was nothing like this. I have no idea why he has become so horrible. I can assure you that all he wants is for his son to have a good education in Equestria."

"But Celestia," Rarity spoke up as she revealed herself. "Zesty's fellow critics…they said that…"

"I do have to confess," The Soup Grouch interrupted. "Those days when your fellow food critics came, I was under a lot of pressure. They fed off of my stress! I had to toughen up if I wanted to impress them!"

Everypony gave Zesty a hard glare and the food critic pony realized she needed to come clean with her actions.

"Look, good sir," She spoke up as she approached the counter. "My job as a critic is to be blunt and truthful. It's how you respond to the criticism that can mean the difference between success and failure. Some criticism that we critics make, they can actually help you succeed in life."

"But, my son…his education…"

"I'm sure we'd be more than willing to give your son a chance, Lentil. But only if you're willing to stop taking out your troubles on innocent customers," Celestia explained. "I know you weren't always like this. Whatever pressure you have, you can let it go now and go back to who you were originally. The kind of stallion who moved to Canterlot in the hopes of giving his son a proper education."

"You're…you're certain of that?" The Soup Grouch asked.

Nodding, Celestia reaffirmed her commitment. But there was still a matter for Pinkie and Rarity to address.

"Um, Mr. Lentil," Rarity spoke up, thinking of Applejack. "I believe that you owe somepony an apology and some bread."

…

Later that week, Lentil came over to the Castle of Friendship and apologized to Applejack by bringing over soup and bread. "Please accept this as an apology for my earlier actions." He told the Princess of Honesty.

"Ah, I accept yer apology, Lentil," Applejack replied while smiling at him. "This soup of yours is really good."

"Only the best," Lentil remarked, turning over to Coriander and Saffron (who had come on a visit while their restaurant closed for refurbishment). "At least now I will only have to worry about having to save money for my son's education, and I will at least try to be a good neighbor for our fighting ponies and a respected businesspony."

"Perhaps we'll spend time getting to know one another better," Saffron smiled. "You must try some of our food. Although…"

"What?" Lentil asked.

Saffron grinned. "What about the charge for bread?"

After a pause, Lentil replied. "On the house!"

And everypony shared a good laugh, knowing that Lentil would soon make his mark on the Canterlot elite.

…
…

Episode 10: "Smoking Fleetfoot"

Author's Note

Episode Summary: The Wonderbolts attempt to get Fleetfoot to quit smoking cold turkey.
Cast:
Andrea Libman as Fleetfoot
Ashleigh Ball as Rainbow Dash
Tabitha St. Germain as Blaze/Alole/Lotus Blossom
Kelly Sheridan as Misty Fly
Michelle Creber as High Winds
Kelly Metzger as Spitfire
Matt Hall as Soarin
Emmet Hall as Sky Stinger
Rhona Rees as Vapor Trail
Michael Dobson as Bulk Biceps
…
"My Little Pony: Friendship is Magic" Season 11, Episode 10
"Smoking Fleetfoot"
By Jeff Snyder (TwilightSparkle3562)
Edited By SuperPinkBrony12
…

Episode 10: "Smoking Fleetfoot"

…
It was no secret that being a Wonderbolt was a very stressful position. Ponies had to have a lot of dedication and passion to the job. Some could handle the pressure and others could not no matter how hard they tried.

Thus, it was a matter of how they would cope with the situation. Some coping skills were good and some were bad.
One morning, the Wonderbolts had just finished a training session for an upcoming show.

"Great job, team!" Spitfire addressed her team in the locker room. "Another good session like that and we'll be in great shape for the opening of the Maximal's new base."

"I still can't believe we're going to be opening for the Maximals! Soarin added, much to the confusion of the other Wonderbolts. "What? Rainbow Dash knows 'em."

"Yeah, they seem like a nice bunch of animals turned two legged robots," Rainbow Dash remarked while wearing her Wonderbolt's jacket and shutting the door to her locker. "I mean, who knew we'd be fighting a war with guys like them?"

"Heh, you're telling me," Fleetfoot added, placing her own uniform in her locker and then pulling out what appeared to be a small red box. The raspy voiced pegasus held the red box in her wing as the other bolts looked at her with a shocked expression. "What? We're at war and we need to be ready. I mean, we have a princess in our ranks, right?"

The Wonderbolts didn't respond and Spitfire, rubbing her face with her right foreleg, approached Fleetfoot.

"Flatfoot, if I've told you once," She scolded while snatching the red box away. "I've told you a million times, never let us see these out."

"Sorry about that, it's just that…I couldn't help myself, Spitfire," Fleetfoot replied, taking the red box back. "I've been under a lot of pressure lately. You know how it is."

"Take it outside, Flatfoot, please!" Spitfire sighed and Fleetfoot left the locker room to do her business.

Once she was gone, Rainbow Dash and the other Wonderbolts became very concerned for their comrade in hooves.

"That's what, the fifth time this week we've caught her with that box?" Rainbow Dash asked while looking over at Soarin.

"Maybe the tenth?"

"Something like that, Crash," Spitfire replied. "It's…it's bad for her, smoking is bad for anypony. But no matter how hard we try, Fleetfoot just doesn't seem to get it. It wasn't so bad when she was just starting out, but now she's doing it so often she's practically addicted to it. She can't keep doing this anymore."

Spitfire then turned to Rainbow Dash, thinking of a way to try and use the Princess of Loyalty to get her comrade help.

"Why are you looking at me, Spitfire?" Rainbow Dash asked in an awkward tone. "It's Fleetfoot's right, after all. We can't force her to stop smoking."

"But it's destroying her, Crash!" Spitfire protested. "Can't you see that?! At this rate her lungs are gonna stop working altogether if we don't make her quit! I mean, Celestia made you princess for a reason, right? To co-rule Equestria? Surely you could make some kind of rule requiring her to stop."

"I only really became a princess for the sake of Twilight's mental health, Spitfire. You know that," Rainbow shook her head. "When I'm here, I'm just one of you guys, right? You don't see me wearing a crown with my uniform, do you?"

However, the other Wonderbolts weren't buying it. As far as they were concerned, Fleetfoot coping strategies were bad, and they knew that there was one pony among them that could help their teammate out of her bad situation.

…
…

Free from the locker room, Fleetfoot went outside and going into the back of the Wonderbolt barracks, she took a small stick out of the red box, placed the stick to her mouth, inhaled and blew out white puffs of smoke.

"Ah, that feels good," She whispered to herself. "Just a few more puffs will do it."

Taking the cigarette to her mouth, Fleetfoot stood up on her hind legs and leaned back as she took another deep breath and blew out smoke into the sky.

Little did she know that at that moment, her smoke found itself in the path of Sky Stinger and Vapor Trail, who were in the middle of a cloud busting training session.

"What the…?" Sky Stinger cried out as the smoke began to burn at his eyes. "What's with the smoke? Ow, my eyes!"

"Sky, are you okay?!" Vapor cried out in a concerned voice, flying over to her friend. "What's the matter with your eyes?"

"Somepony was smoking, Vapor!" Sky groaned. "And the smoke got in my face! It burns!"

Concerned, Vapor gently helped her partner back down onto the ground just as Fleetfoot was making her way back into the Wonderbolt compound.

"Uh, don't you two have cloudbusting to do?" Fleetfoot remarked, looking at them and hiding the cigarette under her wing.
"Smoke got in my face and it's hurting my eyes!" Sky Stinger groaned. "But I'll be fine."

"You better be fine, rookie," Fleetfoot advised. "Wonderbolts don't get blinded!"

"He just needs a few minutes, Fleetfoot!" Vapor Trail pleaded. "Sky doesn't like it when smoke gets in his face!"

"All right," Fleetfoot replied in a minimally concerned voice. "Don't come flying to me if you flunk out of the academy, though. I'd hate to see promising recruits like you wash out."

Turning her back to them, Fleetfoot walked back inside the compound. However, little did Fleetfoot know that Vapor Trail was seeing the red bottom of the cigarette.

"Fleetfoot!" Vapor Trail gasped in a hushed voice. "She caused that smoke!"

"What? How?" Sky Stinger moaned. "What makes you say that?"

"She had a cigarette, Sky. I saw it tucked under her wing." Vapor explained.

"We'll tell Spitfire about it later," Sky replied. "My eyes are starting to clear up, so we'd better get back to cloud busting."
Still, Vapor Trail had her concerns about Fleetfoot as she rejoined her friend in their training session.

…

Back in the compound, Fleetfoot rejoined her fellow Wonderbolts in the mess area. But they were less than surprised to see her back.

"Ah, that felt good," Fleetfoot sighed, sitting down at the table. "What'd I miss?"

"Apparently, you missed the next few rounds of rehearsal dates," Misty Fly grumbled. "Spitfire literally just went over them."

"Sorry," Fleetfoot apologized. "I was busy."

"Well sorry isn't good enough," Spitfire grumbled with a concerned look on her face. "Seriously, Fleetfoot, all of us in this mess hall are wondering why you have such a horrible vice. Why do you still use those things?"

"What vice?" Fleetfoot remarked while holding out the cigarettes. "You mean, these? All you do is just inhale and blow out all your problems in a puff of smoke. No biggie. I've actually been cutting back on them a little, you know I used to smoke a lot more than I do now."

But none of the Wonderbolts were satisfied and stared at Fleetfoot in awkward silence.

"It's still big," Soarin cautioned with a frown. "Smoking does more damage than you may realize, Fleetfoot."

"He's right, you know," Rainbow Dash spoke up, suddenly snatching one of the cigarettes away. "Just look at these! Look at what you're putting into your lungs!"

"They're harmless, Crash," Fleetfoot countered, taking one of the cigarettes. "I mean, they've helped me calm down numerous times."

"Such as when?" Spitfire asked, raising one of her eyebrows.

"Well, with all the rigorous training for our next show for one thing." Fleetfoot insisted.

"In case you forgot, Flatfoot," Spitfire countered. "We do such rigorous training all the time. It's part of what we do in the Wonderbolts, you know that! I'm not alone when each of us say that you need to get yourself another vice. One that doesn't involve puffing your life away one cigarette at a time."

The rest of the Wonderbolts nodded in support of their leader's words. Still, Fleetfoot stood her ground.

"But…this is the only vice I got, Spitfire!" She protested as a look of concern washed over her face. "I mean, smoking helps calm me down!"

"It makes your lungs black, and your breath smell horrible!" High Winds remarked in a low voice.

"I heard that, High Winds!" Fleetfoot snapped, pointing right at her comrade. "That's what breath mints are for."

"High Winds is right, Fleetfoot!" Blaze added. "I've learned that smoking and drinking are some of the most dangerous forms of addiction out there. And if you ask me your smoking isn't a vice, it's an addiction!"

Fleetfoot's mouth dropped open in shock!

"I don't get you guys!" She cried, once again holding up the cigarettes. "Why are you making such a big deal about these little things? They've never harmed anypony! Everypony has their own way of dealing with stress, and for me these cigarettes help. You can't ask me to give them up, they're the only thing I've got!"

Sighing in frustration, Spitfire trotted over.

"Fleetfoot, listen," She said in a frustrated tone. "We're saying these things because we care about you. The last thing any of us want is to see you get sick later on from this smoking. I should know, my mother almost died from a heart attack not too long ago. We haven't lost a Wonderbolt yet on my watch, and I don't plan to start now!"

"Spitfire is right, Fleetfoot!" Rainbow Dash added. "You remember what happened to her mom not too long ago, right? She had a heart attack and could have died! There are other ways of coping with stress," She then continued. "Tell you what, why not spend some time with me tomorrow and we'll try out some new stress relieving ways? Ways that don't involve puffing away like a chimney?"

"But don't we have training scheduled?" Fleetfoot questioned.

"Not tomorrow," Soarin shook his head. "So it might do you some good to try some stress relieving activities with Rainbow Dash. It's not like you'll have anything else to do."

"And one more thing," Spitfire added, flying over to Fleetfoot and snatching away her cigarettes. "I'm confiscating these until further notice! I won't let you dive back into them the second you get an urge!"

"Aw, Spitfire!" Fleetfoot cried as Spitfire took the cigarettes and threw them in the trash. "Come on! I need those!"

"No you don't!" Spitfire firmly protested. "And before you close up for the night, I want you to throw away any more boxes of cigarettes you have in your locker, is that clear?! From this moment onward, the Wonderbolts have a strict no-smoking policy, no ifs, ands or buts!"

Sighing in defeat, Fleetfoot turned and began to leave the mess hall.

"And one more thing," Spitfire warned. "You're to no longer have cigarettes anywhere in this facility or its surrounding areas. If I see you with a cigarette at ANY time…consider yourself a former Wonderbolt, understand?!"

"You…you wouldn't!" Fleetfoot gasped even as Spitfire appeared to stick to her guns. "I've…I've worked my entire life to be a Wonderbolt. It's all I have!"

"And it's up to you to maintain it, Flatfoot," Spitfire firmly insisted. "Either be a Wonderbolt, or smoke to your heart's content. It's one or the other."

Yet once Fleetfoot had gone away, Spitfire dropped her tough pony attitude and returned to her seat.

"I hate when I have to do the 'tough love' routine, it hurts me in so many ways," She sighed to the other Wonderbolts as she planted her head flat on the table. "Honestly, what am I going to do with her? She's one of the fastest Wonderbolts we've ever had."

"Leave it to me, Spitfire," Rainbow Dash declared. "Fleetfoot is not only a fellow Wonderbolt, she is a subject of mine and I will do anything to help her change her ways!"

"I hope so for all our sakes, Crash," Spitfire sighed with a hint of reluctance in her voice. "I hope so."

But even Rainbow Dash knew that she had a tall order ahead of her in getting a teammate to change their unhealthy habits.

…
…
…

The next morning, Rainbow Dash was at her home in Cloudsdale in her purple bathrobe and green Tank slippers, getting ready for a day at the spa. But, it wasn't just any ordinary day at the spa.

"Okay Tank," she said to her pet tortoise through her reflection in the mirror. "Operation Save Fleetfoot from Herself is a go, am I right?"

All the tortoise could do was blink several times at his mistress' reply.

"Yeah, I can hardly say it's a mission since there's no world saving, but I'll be saving something equally important. I can totally dig the challenge, right?"

Still, Tank merely blinked his eyes and at that moment, Rainbow heard a knock on the door to her house. Flying downstairs, she opened the door and there stood Fleetfoot, looking somewhat troubled and out of sorts.

"Morning Fleetfoot," Rainbow Dash remarked with a slightly confused look on her face. "Um, why are you looking like that?"

"Do you have a cigarette? I need a cigarette!" Fleetfoot cried, her eyes bugging out and twitching before leaping into the air. "PLEASE, GIVE ME A CIGARETTE!"

"Come on now! You can't be so desperate already, the day's only just begun!" Rainbow Dash protested, leaping into the air and getting her comrade back on the ground. "Spitfire and the rest of us want you to find a healthier way to deal with your stress. Remember that your career is on the line."

"Oh sure, my time as a Wonderbolt is coming to an end just because of my vice, right?!" Fleetfoot cried out. "You guys just want to force me to retire, is that it?!"

"Okay, now you're being ridiculous, Fleetfoot," Rainbow shook her head. "This is for your own good, and I think you'll very much like what we're going to do today. First thing we are going to do is spend some time at the Ponyville Spa, and then we're going to do some kite flying with Starlight Glimmer."

"Spas and kite flying," Fleetfoot grumbled in a forced, happy tone. "How…relaxing."

"So, let's get going already. Come on!" Rainbow encouraged, taking to the air with Fleetfoot following reluctantly behind.

…

Meanwhile, Spitfire was in her office when she heard a knock on the door. "Come in!" She called and in stepped Sky Stinger and Vapor Trail. "What is it, you two? It better be important."

"Um, sorry if we were interrupting you for anything, Spitfire," Vapor Trail meekly apologized. "But, there's... something you need to know about Fleetfoot."

"If this is about her smoking," Spitfire grumbled, not wanting to bring up the subject again. "I can assure that I have already addressed it with her. And it's going to be taken care of one way or another."

"How did you know that?" Sky Stinger questioned.

"Fleetfoot is a fellow Wonderbolt and close friend of mine," Spitfire answered. "I can assure you that her behavior has been dealt with, and Rainbow Dash is helping her out with quitting. And if it doesn't work, I've made it clear that Fleetfoot will no longer be flying with us. So what is it about her now that I should know about?"

"Well, to be honest…" Sky Stinger stammered. "Yesterday, Vapor and I were out cloudbusting, when suddenly some smoke got into my eyes."

Realizing that Fleetfoot was the likely culprit, Spitfire stopped what she was doing and placed her sunglasses on the desk. "How bad was the smoke?" She questioned.

"It sort of blinded him for a bit, and he said his eyes were burning," Vapor Trail explained. "Then, after we landed, I saw Fleetfoot hiding a cigarette in her wing!"

"I was expecting Sky Stinger to answer, but I appreciate you giving me an honest answer, Vapor Trail," Spitfire replied. "And let me assure you that as of this moment, Fleetfoot is forbidden from bringing any cigarettes onto this property or its immediate surroundings."

However, neither Sky Stinger or Vapor Trail were convinced by Spitfire's words.

"And if she does break those rules, then her Wonderbolt career is finished, forever," Spitfire concluded. "Now, is there anything else you want to address?"

Shaking their heads, both Vapor Trail and Sky Stinger were both dismissed from Spitfire's office.

"I got to be honest," Vapor Trail said to Sky Stinger as they walked back to their training session. "I really would hate it if Fleetfoot was drummed out for something like this. There has to be something going on in her life that's making her smoke."

"Perhaps it's for her to know and us to find out," Sky Stinger remarked. "Besides, we can't just stick our noses in business that isn't ours, Vapor. It's not cool."

Still, Vapor had her reasons for believing that she could try and help out Fleetfoot.

…
Meanwhile, Rainbow Dash and Fleetfoot arrived at Ponyville Spa to begin their time of relaxation.

"Ah, Rainbow Dash!" Lotus Blossom greeted as she trotted over to Rainbow Dash and kissed her on the cheek. "So good to see you again, darling! And who is your friend here?"

"This is Fleetfoot, one of my fellow Wonderbolts!" Rainbow gestured.

"N-nice to meet you," Fleetfoot greeted while waving her front hoof nervously. "Sorry if I seem nervous, it's just that I've never been to a spa before."

"Oh, in that case, welcome to Ponyville Spa, darling!" Lotus declared. "It's not everyday that we get the guest of a princess here."

Feeling slightly awkward, Fleetfoot followed Rainbow Dash into the spa and the two Wonderbolts were immediately put through the process of deep tissue massages. The pain of the massage was slightly too much for Fleetfoot, however. "Ow! Watch it, will you?" She snapped to Bulk Biceps. "That's my back you're messing with."

"Sorry about that," Bulk Biceps whispered in a low voice. "You just have a lot of tension in your muscles."

"Whatever," Fleetfoot remarked to Bulk Biceps, before muttering in a low voice. "I could sure use a cigarette right about now."

"Hey, I heard that!" Rainbow cried out! "You've got to get those habits out of your mind, Fleetfoot. You heard what Spitfire said. What's more important to you, Fleetfoot? Your addiction to smoking or being a Wonderbolt? You can't have both anymore."

It was apparent to Fleetfoot that Rainbow Dash was going to try and crack her mind open about her addiction. "Being a Wonderbolt obviously," Fleetfoot said as she felt another deep pain in her back courtesy of Bulk Biceps. "I mean, it's what I lived for ever since I was a filly. Were you ever that same way, Crash?"

"Of course," Rainbow replied as her voice vibrated while her back was being tapped on. "For as long as I can I always wanted to be a Wonderbolt. And the last thing I'd want is to see it all taken away and be for nothing just because I did something stupid, like smoking a cigarette for stress reduction. Tell me something, Fleetfoot, why did you start smoking?"

"I suppose you can't just keep your nose out of where it doesn't belong, Crash," Fleetfoot sighed. "Why do you care when I started smoking?

"I happen to be a princess of Equestria, Fleetfoot," Rainbow answered. "In addition to being a fellow Wonderbolt. And what happens to a teammate and one of my subjects concerns me."

"But you never had a big coronation like Princess Twilight did, how can you be a princess without an official coronation?" Fleetfoot grumbled.

"No, I was crowned in Twilight's hospital room by Celestia herself," Rainbow snorted. "I'll have you know that it was the very last thing she and Luna did before they retired. Ever since then, I had to grow up and take responsibility for the ruling of Equestria alongside Twilight and the others.."

"Look, Crash," Fleetfoot replied in a slightly irritable voice. "If you really want to find out about why I smoke, let's just wait until we're in a private setting. Then you can drill into me all you like if you're that curious."

"Fleetfoot, why are you suddenly turning grouchy?" Rainbow inquired. "This isn't like you."

Fleetfoot blinked in surprise. "What do you mean?"

"I mean, why are you being so grouchy?" Rainbow questioned. "Really, I only brought you here to help you change your ways and get you to relax."

"I'm not being grouchy, Crash!" Fleetfoot snapped in a raised tone of voice, causing Bulk Biceps to jump back in surprise while she raised herself from the table. "I'm just getting irritated that you're trying to stick your nose into matters that don't concern you! Why I smoke is none of your business!"

Rainbow just rose up from her table to face down her friend. "Sooner or later, Flatfoot, you're going to be putting yourself into an early grave with all your smoking!" She protested. "Look, we all care about you, Fleetfoot, and want you to live a full and happy life!"

"No, you don't, Crash!" Fleetfoot screamed at the top of her lungs! "You don't even know what it was like to be growing up without anpony to look up to! To grow up with a brother who practically raised you when your parents were unable to!"

Exasperated, Fleetfoot flew out of the room, leaving Rainbow Dash stunned and in disbelief at her comrade's sudden outburst.

…
…

Racing out of the spa, Rainbow Dash flew as fast as she could to search for her fleeing comrade.

"Fleetfoot! Fleetfoot!" She called while looking all around Ponyville.

She eventually found her comrade at the stadium where the Wonderbolts would perform in Ponyville. There, Fleetfoot sat alone and looking down at what appeared to be a box of used cigarettes. Sitting next to her, Rainbowcould see pain and confliction in Fleetfoot's eyes. "What…what are you doing here?"

"Like you care, Crash." Fleetfoot replied in a pained voice.

"Of course I care, Fleetfoot!" Rainbow protested. "The rest of the Wonderbolts and I understand you have your vices…"

"No you don't!" Fleetfoot snapped in a fiery tone of voice. "Do you even realize how many scars I have from my fillyhood? My brother was a smoker," She explained. "These cigarettes…make me feel closer to him, somehow."

"Is..is he alive?" Rainbow asked.

"He died a few months ago," Fleetfot answered in a sad tone of voice. "But I didn't bother to tell Spitfire, or any of you."

Rainbow felt her heart sink upon these words "But…why?"

"Because if I did, it would have gotten in the way of my duty as a Wonderbolt, Crash! Wonderbolts don't show emotion!"
Fleetfoot growled. A small tear trickled down her face as she said that.

"Well…you're showing emotion now," Rainbow solemnly declared. "Did your brother raise you?"

"My parents were drug addicts, Crash," Fleetfoot explained. "They were never around, always going to find something, anything to feed their habits. My brother, Stormy Skies, he was always there for me. He played parent as well as older brother, but even he couldn't cope with mom and dad's drug addiction. So, he turned to smoking and well…he passed it onto me."

Rainbow Dash's eyes widened with shock!

"When I smoke, I feel like he's still here with me," Fleetfoot continued, looking at Rainbow with tear filled eyes. "That he's still alive."

"But…he isn't," Rainbow replied in an honest yet tender voice. "At least not in the physical sense. And even if he were, I think he would not want you to make the same mistakes he did."

"It runs in the family, Crash!" Fleetfoot cried, jumping back from Rainbow Dash. "In fact, you should be lucky that you never had any hardships ponies like me had!"

"That's not true, Fleetfoot," Rainbow Dash protested looking at Fleetfoot right in the face. "I've had plenty of hardships in my life, even before I met Twilight and the others. I saw myself and Fluttershy being picked on at Flight Camp, Equestria put in danger several times, my involvement in a growing war against a blue ram and his goons, you name it!"

After pausing, she continued.

"The fact is…by doing this," She paused to take the pack of cigarettes into her hoof and shove them in Fleetfoot's face. "You're only making your problems worse before they are getting better!"

"What are you saying I should do, Crash?" Fleetfoot cried.

"I'm saying that there are other and healthier, safer ways to deal with your problems," Rainbow Dash said in a firm voice. "Set time for yourself such as picking up a hobby, going out for a flight around Ponyville or anywhere in Equestria for that matter! We don't want to see you killing yourself over something you can't control, Fleetfoot! Don't you get it? Get rid of smoking, because with each puff you take, the more life you'll be losing!"

Fleetfoot looked away for a moment and realized what her comrade was saying was very true. Still, it was not an easy decision at all for her to make. "Crash, if I am to change my ways, I need to…this isn't easy."

"I get what you're trying to say," Rainbow replied in a tender voice, placing a hoof on Fleetfoot's chin. "And if you need time to get yourself together, by all means take it. I'm sure Spitfire and the others will understand."

…

Sure enough, the very next day, Fleetfoot walked into Spitfire's office and hoofed a letter of absence to her commanding officer.

"I think you're making the right decision, Fleetfoot," Spitfire said, looking over at Fleetfoot. "And don't worry about what happens here at the Wonderbolts. We will survive. We want you to be at your best and smoke free."

Standing next to Fleetfoot, Rainbow Dash could see that Fleetfoot was slowly beginning to accept what needed to be done to get her life under control.

"In fact, your leave of absence will allow for two promising Wonderbolts to grow and learn in our ranks," Spitfire continued, tapping on her desk and allowing one of the guards to open the door to reveal Sky Stinger and Vapor Trail on the other side. "Sky Stinger and Vapor Trail, for the time being, you two shall be filling in for Fleetfoot during her absence, thus you are both official, honorary Wonderbolt Reserves. Congratulations!"

Hearing this, the two saluted Fleetfoot and Fleetfoot saluted back, knowing that her position within the Wonderbolts would be safe in her absence.

"Take care of yourself," Rainbow Dash whispered to Fleetfoot. "And by royal decree, let's meet up at the Ponyville Spa at some point."

Saluting one another, Rainbow Dash watched as Fleetfoot left Spitfire's office to begin her time off from the Wonderbolts, while she looked towards two promising Wonderbolts that would be filling in for Fleetfoot.

For the time being, the dynamic of the Wonderbolts had changed completely.

…
…

Episode 12: "Rock Solid Diet"

Author's Note

Episode Summary: When his fellow pillars become concerned with his weight gain, Rockhoof goes on a diet but finds it hard to maintain it.
Cast:
Matt Horwich as Rockhoof
Chris Britton as Starswirl the Bearded
Mairee Devereux as Mage Meadowbrook
Giles Panton as Flash Magnus
Ellen-Ray Hennessy as Mistmane
Murry Peeters as Somnambula
Tara Strong as Princess Twilight Sparkle
Cathy Wesluck as Spike
Nicole Oliver as Celestia
Tabitha St. Germain as Luna
Kelly Metzger as Spitfire/Nurse Pony
Peter New as Doctor Stable
Michael Pena as Grubber
…
…
"My Little Pony: Friendship is Magic" Season 11, Episode 12
"Rock Solid Diet"
By Jeff Snyder (TwilightSparkle3562)
Edited By SuperPinkBrony12
…
…

Episode 12: "Rock Solid Diet"

…
…
One morning, Rockhoof was at a place he never thought he would be at…sitting in a doctor's office in Canterlot. But he wasn't alone. All of the pillars were there with him.

"Do I have to go here?" Rockhoof asked Starswirl. "I assure you there's nothing wrong with me!"

But the pony sorcerer was not convinced. "Rockhoof," He sighed. "We all agreed that your excessive consummation of food is becoming a problem."

"But it's all muscle, laddie," Rockhoof protested, showing off his bulky forelegs to Starswirl. "I've just been working very hard lately. Using my strength in training. You know how it is."

Starswirl merely raised an eyebrow upon hearing this.

"Who's been eating all of the food in the storage every day this week?" He remarked. "Seems to me the Equestrian Pillar of Strength is also the Equestrian Pillar of Gluttony!"

Just then, Rockhoof looked down at his stomach and could see it grumbling away rather noisily.

"Hey, hey! Knock off the rumblin'!" He hissed. "Ya hear me, lad?!"

"Maybe it's your stomach's way of sayin' it can't take much more of your eatin', sugar," Mage Meadowbrook suggested, putting down a health magazine she was reading. "I mean, I just happened to be readin' this story about what happens when you overeat."

"That's just a wee pony's opinion," Rockhoof replied. "There is nothing wrong with me."

"I disagree with you on that, Rockhoof," Flash Magnus protested. "We're here because we care about you. Perhaps after visiting with this doctor, you can start to change your ways before it's too late."

Still, Rockhoof was in denial about it as a nurse pony came out into the waiting room.

"Rockhoof?" She called and the pillar rose confidently to his feet. "Follow me."

With his chin up high, Rockhoof followed the nurse accompanied by Starswirl and Flash Magnus. The other pillars remained in the waiting room.

"Do you think he'll change his ways?" Somanmbula whispered to Mistmane.

"None of us can tell him what to do, Somanmbula," The Pillar of Beauty replied. "He and he alone can make his decisions. Still, that doesn't excuse all of the marble nut cookies I made with Pinkie Pie last week being eaten by him."

This made Mage and Somnambula widen their eyes in surprise.

"Since when did you bake cookies?" Somanmbula nearly gasped in surprise, jumping into the air. "I thought Pinkie Pie and I were the closest!"

"Well, when it comes to foals, Somanmbula," Mistmane chuckled. "I am the best at giving them treats!"

Pouting, Somanmbula landed back on the seat she was sitting in. "You have all the fun." She muttered, her forelegs crossed and her body turned away from Mistmane.

"Now remember we're supposed to be here for Rockhoof," Mage Meadowbrook advised as they all continued to wait. "If you have any disagreements, they'll just have to wait."

…
…

Being led into the examination room, Rockhoof stripped himself of his outer garments and sat on the table as the nurse took his vital signs.

"Hmm, can't seem to get this thing on your foreleg," She grunted trying to wrap Rockhoof's foreleg in a band to take his blood pressure. "Seriously, how much weight do you have?"

"It's just muscle, dear nurse," Rockhoof replied. "I…oof!"

Finally tightening the band, the nurse pressed on the device and measured Rockhoof's blood pressure.

"Blood pressure is a little high," She remarked, looking at the device's indicator. "Step on the scale, please."

Both Starswirl and Flash watched as their counterpart stepped on the scale, pulling all four of his legs together. But, as he stepped on it, the weight of his body began to dig into the scale, nearly breaking it.

"Step down," The nurse ordered with a distressed look on her face. "362 pounds?!"

"That must be a mistake," Rockhoof chuckled, stamping his foot down. "I don't weigh that much!"

But the scale said otherwise as it collapsed from Rockhoof's excessive weight.

"Um, let's just wait for the doctor, Mr. Rockhoof." The nurse replied before stepping out of the room.

"Well, I think we're done here, laddies," Rockhoof declared as he went to put his garments on. "Perhaps now we should…hey!"

Using his magic, Starswirl forced Rockhoof to sit on the table.

"Don't you see what the matter is with you?!" Starswirl cried. "You're overweight. And I won't stand it!"

"It's just muscle!" Rockhoof protested. "Really, it is, Starswirl! Have I ever been a glutton to you?"

"You're being a glutton now, Rockhoof," Flash Magnus dryly remarked. "You've been stuffing your face every chance you get. I don't eat anywhere near as much as you despite working out just as much."

"Oh, really, Flash Magnus? How many times have I gone into battle looking like this? Why when Lord Tirek drained me of my strength, it didn't bother me in the slightest." Rockhoof protested.

"You still had your weight issues, even then." Flash Magnus commented.

"Are you calling me a liar, Flash?!" Rockhoof snorted as he jumped off of the table. "I'll have you know…"

…

Just then, they heard a knock at the door and in stepped Doctor Stable, who quickly used his magic to force Rockhoof back onto the table.

"If you have any grievances with your friend," He protested. "Save it for after you leave here. Now, what seems to be the problem?"

"Nothing." Rockhoof protested, but Starswirl said otherwise.

"He's been eating all of our food lately, Doctor," Starswirl explained. "And it's causing concern amongst the rest of us regarding his weight."

"I see," The doctor replied, turning to Rockhoof and looking him over quite thoroughly. "Mr. Rockhoof, how much have you been eating?"

Rockhoof grumbled.

"Not very much."

The doctor said nothing as he ordered Rockhoof to lie down on his back so he could feel the pillar's stomach. Starswirl and Flash Magnus watched as the examination unfolded before their eyes.

"I would have to disagree with you on that," The doctor declared and then instructed. "Sit up, please."

Doing as he was told, Rockhoof sat up.

"Step down," Stepping down, Rockhoof stood as Doctor Stable turned his eyes to Rockhoof's stomach.

"Now, Rockhoof," The doctor replied, reaching into his coat and pulling out a pocket watch. "This is a new body fat analysis test. I'll start you jiggling and measure how long it takes to stop."

"What?!" Rockhoof let out a gasp.

Without warning, Doctor Stable tapped on Rockhoof's stomach and looked at the watch while he listened to said stomach jiggle noisily away.

"Whoo hoo! Look at that blubber fly!" Rockhoof said in delight, but Doctor Stable wasn't impressed by what he saw.

"Nurse," Doctor Stable called. "Cancel my one o'clock, please," And he sighed. "This is gonna be a long one."

…
…

A little while later, all of the pillars gathered in Doctor Stable's office.

"Rockhoof, I'm going to go straight to the point here," He declared with his front hooves folded on the desk. "You have so much body mass in your system that the risk of a heart attack is high."

"A heart attack? What, am I going to get attacked by me own heart?" Rockhoof grumbled and then laughed.

"No, it would mean that your heart would stop working," Doctor Stable sighed while using a tissue to clean his glasses as the other pillars gasped!

"Ahh, my heart is fine," Rockhoof replied while looking around. "As long as it doesn't attack me…"

"But it will attack you, Mr. Rockhoof," Doctor Stable shook his head. "Just not in the way you're thinking about. Do you realize how many ponies and creatures die every year because of obesity related heart attacks?"

"Well, we were in limbo for a thousand years, so…" Rockhoof began.

"Doctor, we'll do whatever it takes to get Rockhoof well," Mage Meadowbrook pleaded. "I'm a healer, sir. So I understand the pain you sometimes go through."

Nodding in reply, Doctor Stable put on his glasses and laid back in his chair.

"Yes, well sometimes we all have to make sacrifices in order to stay healthy and safe," He sighed. "Tell me, what kind of food do you eat, Mr. Rockhoof?"

"Why all kinds of food, Doctor," Rockhoof answered. "Hay, carrots, oats…"

"Do you measure your portions?" Doctor Stable asked.

Rockhoof developed a blank stare upon hearing those words. "What portions?"

"I mean, the portions of food that you're eating. Most of the patients I see develop obesity because of a lack of portion control." Doctor Stable explained.

"I don't see the problem with it, Doctor," Rockhoof retorted even as Doctor Stable directed the Pillars to a chart about obesity in ponies. "It's not like I have to give up doin' what I'm meant to be doin', saving Equestria."

"Of course you can't give up saving Equestria, especially in this war against Emperor Grogar," Doctor Stable cautioned. "But as we speak, you're fighting your own war against your obesity, Rockhoof. Do you see this here?"

Rockhoof watched as the doctor pointed towards a spot on the chart in the direction of the chest.

"That is your heart," He explained, pointing towards several lines surrounding the heart. "If you keep eating the way you have been, then these lines will be affected, thus…" Rolling it up loudly, he returned to his desk and sat down. "You will have a heart attack, possibly fatal, among other things."

Rockhoof gulped. "What other things?"

"Well, let's see. There is diabetes, increased risk for cancer and other dangerous health ailments. Honestly, if you keep this regiment up…you may not be able to live in say…ten to twenty years from now." Doctor Stable warned.

The other pillars were stunned to hear such a prediction! Even Rockhoof was starting to get slightly nervous. He wanted to be alive, but at the same time, he wanted to have his vices.

"So, when all is said and done, will you continue your rampage of destruction or will you do something about it?" Doctor Stable questioned.

"All right, if it's really going to affect my health," Rockhoof sighed. "I'll do it."

"Good," Doctor Stable replied. "I'll expect you back here in two weeks for a weigh in. If I were you, I would get started on your new life changes right away."

Leaving the doctor's office, Rockhoof had to seriously accept the fact that he was now on a crash diet. With the rest of the pillars seemingly against him in his mind, Rockhoof turned to the one pony who'd be willing to listen to him.

…

"Rockhoof, I think going on a diet is a good idea," Twilight replied as she rummaged through a shelf of books in her library at the Castle of Friendship. "The other pillars care about you as does the rest of Equestria. I mean, this is a book that some of the students in Spitfire's gym class are reading."

Handing the book to him, Twilight watched as Rockhoof studied the cover: "How To Maintain A Healthy Lifestyle of Eating:" He read, opening the book up. "This book will show you how to maintain a healthy diet of balanced portions of your favorite foods."

Taking his eyes off of the book, Rockhoof looked back to Twilight, groaning slightly.

"Sorry lass, I just can't help it," He winced, looking away from her. "I've always been a big eater, it's always my vice."

"Being healthy is just as important as enjoying your favorite foods, Rockhoof," Twilight replied while walking over to the pillar. "Now that we're at war everypony needs to stay healthy, including yourself," Then Twilight got another thought. "As a matter of fact, Rockhoof," She asked. "Have you been feeling…stressed lately?"

Looking back at Twilight, Rockhoof sighed deeply again and sat down on the floor of the library. "Didn't wanna say anything, it's just that…" He reluctantly confessed. "Being able to eat…it's a stress reliever. Getting used to a new way of life that we didn't have in the old days, it's all too much to take in."

"Don't forget these things take time, Rockhoof," Twilight reassured him. "Heck, I'm still dealing with my own health issues, albeit mental."

"How could I forget that, lass? It was in all the papers despite your best efforts to keep it private." Rockhoof nearly gasped in remembrance.

"But thanks to Gentle Gust and Gentle Breeze," Twilight continued with a small smile. "I'm being taught new ways and methods on how to deal with my stress. Ways that are healthy and beneficial. Your way of dealing with stress is unhealthy and the other pillars have a right to be worried for your health. None of them want to see you put yourself into an early grave over your eating habits."

Just then, they heard a knock at the door and the door opened to reveal Spike on the other side.

"Uh, Twilight?" He called. "Dinner's ready now."

"What's Grubber cooking tonight?" Twilight questioned.

Spike smiled. "Veggie Stew!"

"Care to join us?" Twilight offered to Rockhoof, who begrudgingly accepted.

…

Walking into the dining room, Rockhoof was stunned to see all of the other pillars sitting at the table, much to the shock and amazement of Rockhoof.

"Didn't expect the rest of ye to join us," Rockhoof remarked as he felt a hint of suspicion, causing him to look over at Twilight with a raised eyebrow. "What's going on here?"

"Listen, we're all worried about you, Rockhoof. We mean it," Mage Meadowbrook spoke up in a concerned voice as she watched Rockhoof sit down next to Starswirl. "So Twilight decided that we should hold a…a…oh, what's it called again?"

"-Intervention." Twilight corrected.

"Right, an intervention," Meadowbrokk nodded and then continued. "Some of us feel like you didn't take today's visit to the doctors seriously."

"Of course I took things seriously, lass!" Rockhoof protested. "You're all just worrying over me for nothing!"

"Rockhoof, please listen," Somnambula protested. "Your diet is completely out of control. I mean…you look horrible."

Looking down at his stomach Rockhoof could hear and see it grumble. "When's dinner going to get here?" He muttered to Twilight. "I'm going to eat and then leave!"

"You will stay where you are!" Starswirl commanded while casting a spell to keep Rockhoof from moving. "Because you're going to try to eat smaller portions right here and right now in front of all of us!"

Just then, Twilight and Spike's personal cook walked into the kitchen, pushing a cart with a large serving bowl containing the stew he and his fellow cook, Hannibal, had made.

"Dinner's ready!" Grubber announced. "I hope you like veggie stew!"

Watching carefully, Starswirl and the pillars saw Rockhoof being served a small portion of stew and then saw him glug down the soup in one gulp, much to Grubber's shock.

"Gosh, nobody's ever eaten my food so quickly!" He remarked, standing there bug eyed at what just happened. "Care for another?"

"That won't be necessary, little one," Starswirl said to the hedgehog. "He's already had his one helping for today."

But Rockhoof thought otherwise. Watching Grubber serve the rest of the pillars, his lack of willpower was too much and once all the other pillars had been served, he snatched the bowl and began to eat out of it, much to Twilight's embarrassment.

"Oh, thank Celestia!" He gasped, sticking his head into the bowl. "That's so good!"

"Ahem!" Starswirl loudly coughed with one eye wide open right at Rockhoof. "AHEM!"

This made Rockhoof stop what he was doing and look at Starswirl.

"It's clear to me you can't even consider having any form of table manners," He cried out. "I must say, Rockhoof, not only do you have an eating problem, but you also have a very bad set of table manners!"

"Come on, Starswirl, I can't help it!" Rockhoof protested. "You know how it is! Being at war and dealing with a changing world!" Then he slammed his hoof on the table in a fit of anger, causing some of the dishes to fall onto the floor and break.

"ROCKHOOF!" Starswirl cried, the force of the hit nearly knocking him onto the floor. "Do you mind?!"

"Yes, I do mind!" Rockhoof angrily snorted. "I can't believe you're doing this to me! I mean, what is it about something I love that you don't like? You drag me to a supposed medical healer when we have one in our ranks!"

"I only specialize in various outward ailments, Rockhoof," Mage Meadowbrook protested. "Not stuff like weight loss."

"Seriously, Rockhoof, don't you see why we want you to lose weight?" Flash Magnus complained. "I know I could beat you in a race if you keep eating the way you have. We want you to be healthy and prepare yourself for the war against Grogar! We want you to have muscle, not fat!"

"I thought you all loved me for what I am." Rockhoof whispered, a small tear trickling down his face.

….
….

Following Rockhoof's outburst, Twilight and the others were left to clean up the mess and absorb that perhaps Equestria's Pillar of Strength was too set in his ways.

"Perhaps Rockhoof is just too far gone," Starswirl sighed, using his magic to clean veggie stew off the walls. "There really is no getting through to him, Twilight."

"Yeah, why can't he see that we care about him and want him to be healthy?" Flash Magnus added as he cleaned up the ceiling. "I mean, if he could just exercise once, only once, perhaps we could get through to him."

"So much for the idea of an intervention," Mage Meadowbrook glumly added. "Anypony else have any ideas?"

"There might be one more way," Twilight declared to the other pillars. "It might be extreme, but it's the only way I can think of."

Huddling the other pillars together, Twilight whispered her plan to them.

…
…

Later that night, Rockhoof was fast asleep when he suddenly was awakened by the sounds of a loud whistle ringing in his ear. Opening his eyes quickly, he looked around and found himself in the middle of the School of Friendship's track and field.

"ON YOUR HOOVES, FATTY!" A rough and loud voice shouted out! Rockhoof turned to look at none other than Spitfire, dressed completely in her Wonderbolts Academy outfit. "DO YOU HEAR ME OR ARE YOU DEAF?! ON YOUR HOOVES, NOW!"

"Wha…what's going on here?!" Rockhoof questioned.

"Welcome to the biggest workout you'll ever go through in your life!" Spitfire shouted in explanation. "Your friends are worried about you, and now I'm going to make sure that you see sense! I'm here to help whip you into shape!"

Rockhoof then saw what appeared to be an obstacle course set up in front of him. At the end, he heard what appeared to be a loud series of roars and there, inside a silver cage was a brown bear.

"What's with that beast?!" He cried.

"That bear symbolizes what will happen to you if you don't change your ways, Rockhoof!" A voice cried out. Just then, a bright flash of light revealed Celestia in front of Rockhoof, dressed in workout attire.

"Celestia?" He asked as Celestia blew a whistle in Rockhoof's face. "What are you doing, lass?"

"Helping to save your life!" Celestia cried out in her royal Canterlot voice. "Now, drop and give us twenty, on the double!"

For a moment, Rockhoof stood in confusion at what the two ponies were ordering him to do.

"NOW!" They both shouted and Rockhoof did as he was told and began giving them pushups.

"COME ON, FASTER!" Spitfire shouted! "FASTER! FASTER, FATSO! I DO NOT HAVE ALL NIGHT!"

…

Watching from the stands, Twilight and the other pillars were taking in what was happening.

"Who ever thought that your pupil would be so aggressive?" Mistmane remarked to Starswirl.

"She had a great teacher, Misty." Starswirl replied.

"But why the bear in the cage?" Mage Meadowbrook wondered.

"To symbolize what will happen to Rockhoof if he doesn't change his ways," Twilight explained. "Don't worry, that's not really a bear. But don't tell Rockhoof that, we need to be as motivated as possible."

…

"Twenty has... been given to you!" Rockhoof panted as he finished his pull-ups.

"All right, Rockhoof!" Celestia cried. "Now you will complete this obstacle course we've created for you. First, you'll step through the barrels while avoiding the biting jaws!"

Looking towards several small barrels, Rockhoof heard the sounds of clacking coming from inside the barrels.

"Next," Spitfire explained, directing Rockhoof's attention towards a treadmill with a hayburger hanging from it. "You shall be taking part in the treadmill of false promises for sixth seconds!"

"Finally," Celestia added. "You shall have to survive fifteen seconds in the CAGE OF DOOM!"

Looking towards the cage, Rockhoof heard the sounds of the bear growling and roaring wildly inside the cage, making him nervous.

"Are you ready?!" Spitfire shouted.

"Um, um…" Rockhoof stammered.

"GO!" Spitfire shouted at the top of her lungs and Celestia and Rockhoof began the obstacle course, starting at the barrels and stepping into them only to feel crunching sounds on the inside.

"OW! OW! OW!" Rockhoof cried as false moving teeth were biting on his hooves.

"PICK UP THE PACE, FATSO!" Spitfire bellowed. "COME ON, MOVE IT!"

Although hesitant, Rockhoof did as he was told and moved onto the treadmill where he began running for the hayburger that was hung out in front of him.

"Come on, come on!" He cried out, trying to bite the hayburger. "Come to Rockhoof, laddie!"

Seeing Rockhoof attempt to reach the hayburger was somewhat of an amusement to both Spitfire and Celestia as well as to Twilight and the Pillars.

"He'll never get to it," Starswirl remarked. "No matter how hard he shall try."

Growling, Rockhoof ran faster and faster towards the hayburger, but he couldn't reach it. Finally, he ran so fast that the treadmill pushed him off.

"GET UP, GET UP!" Spitfire shouted, flying to Rockhoof and urging him on. "Go to the cage of doom for fifteen seconds! That's an order!"

Running to the cage, the bear opened the cage and pulled Rockhoof inside, engulfing him inside and messing him up. Fifteen seconds went by, and Rockhoof tried to escape, only to be denied.

"Do you know why you are doing this exercise?" Celestia asked Rockhoof.

"Let me out of here, Celestia!" Rockhoof cried as the bear continued to hold him tightly. "Please, let me out of here! I can't take it anymore!"

"Your fellow pillars are worried for you and thus this was the only way to make you see sense!" Celestia cried. "The bear represents the gluttony that has consumed you, Rockhoof!"

Clutching tightly, the bear further tightened the grip around Rockhoof, nearly choking him. "Let me out!" He gasped and pleaded.

"Only if you promise to take better care of yourself," Spitfire warned. "The more you refuse, the tighter the bear's grip on you becomes!"

"Everything we have put you through," Celestia added. "Is because we all care for you, Rockhoof. We need you to be healthy, we want you to be happy. Will you do that for us?"

More and more the bear's grip tightened until finally Rockhoof could take no more. Everything that he had thrown at him was beginning to catch up to him.

"Yes! Yes! I will!" He cried, trying to grab the bars of the cage. "I promise to be more mindful of my health! Just let me out of here, please!"

Giving the bear a command, Celestia ordered it to release Rockhoof and opened the cage door, freeing Rockhoof from inside.

Twilight and the other pillars raced down to the field to join him.

"I promise…" Rockhoof gasped, trying to catch his breath. "To take care of myself! Just don't make me…go through this again."

"And you won't," Spitfire replied, raising an eyebrow at him. "As long as you change your unhealthy ways forever."

Looking up at Spitfire, Rockhoof embraced what he needed to do.

"I promise…" He whispered, bowing himself in front of Spitfire and Celestia. "I promise…"

He then turned to his fellow pillars and to Twilight.

"I'm sorry for the way I've been acting," He pleaded. "I ask ye to have mercy on me, please."

Approaching Rockhoof, Starswirl placed a hoof on his sweaty shoulder.

"And you shall have mercy," He said in a gentle voice, much to Rockhoof's relief.

As they watched Rockhoof repent in front of Equestria's supreme ruler and the pillars, Celestia and Spitfire turned their attention back to the cage and activating a spell, Celestia turned the bear inside into Luna.

"I hope you got through to him, Celestia," Luna said as she stepped out of the cage. "Honestly, it felt so awkward roughing him up like that."

"Well, it's over now, Luna," Celestia chuckled. "We got the message across and hopefully, Rockhoof will take better care of himself."

"But if he screws up," Luna remarked while looking back at her older sister. "Why don't you be the bear next time?"

"Deal!" Celestia chuckled as Spitfire took to the air.

"All right, might as well get back to Wonderbolt HQ," Spitfire called. "See you Monday?"

"See you Monday." Celestia replied as she hoof bumped Spitfire before the Wonderbolt captain left.

…

A few days later, Rockhoof was back at the doctor's office being weighed, hoping this time for better results.

"Three hundred and forty nine pounds, Rockhoof," Doctor Stable observed. "You've still got a ways to go but at least it's a start. That's thirteen pounds down from your last visit here."

"Yeah, doc," Rockhoof sighed. "But at least now I understand the importance of being healthy. My health is what's more important. And those vices I have, I need to change them…for the better."

"And we'll work through it together, Rockhoof," Starswirl agreed. "You've won the battle, but the war is far from over."

Sighing, Rockhoof leaned back on the table and looked up at the ceiling. "You are so right, Starswirl. You are so right. But it's going to take wee little baby steps to win, don't you think?"

Chuckling, Starswirl just smiled at the small personal victory his friend had just won.

…
…

Episode 13: "Ugly and the Beast"

Author's Note

Episode Summary: In an effort to teach the other villains about pony holidays, Cozy Glow awkwardly arranges a special night for Tirek and Chrysalis. Meanwhile, Grogar and Sombra pay King Vorak and Scorpan a visit to their kingdom in the distant lands with an offer to surrender to them.
…
Cast:
Sunni Westbrook as Cozy Glow
Mark Acheson as Lord Tirek
Kathleen Barr as Queen Chrysalis
Doc Harris as Grogar
Alvin Sanders as King Sombra
David Kaye as Megatron
Jim Byrnes as Inferno
Doug Parker as Terrorsaur
Don Brown as Cyclonus
Patrick Stewart as King Vorak
Robby Benson as Scorpan
Liev Schreiber as Storm King
John De Lancie as Discord/Lockdown

…
…

"My Little Pony: Friendship is Magic" Season 11, Episode 13
"Ugly and the Beast"
By Jeff Snyder (TwilightSparkle3562)
Edited By SuperPinkBrony12

Episode 13: "Ugly and the Beast"

…
…
Megatron and his resurrected Predacon forces had a lot to learn about being among Equestria's greatest enemies. And the humiliation of Megatron having his position of leader stripped from him didn't help. Still, he was determined to make the most of a bad situation. He'd done so before, and he hoped he could do so again.

One night, while Grogar was asleep, Megatron walked into a large library in his dragon form. Once he discovered there was no one else around, he transformed into his robot mode and began searching for what he was looking for.

"There's got to be something in here to rid myself of that meddlesome Grogar, yes," He seethed, going towards a series of books that he had a particular interest in. "Robbing me of my position as Predacon leader…who does he think he is?! No one tells me what to do!"

Going through the shelf of books, Megatron attempted to find a book on killing or anything that could help him overpower Grogar. Finally, he came across a book about slow and silent killings that looked promising. Unfortunately though, it was written in a strange language that he could not understand.

"Blast!" He hissed, throwing the book on the floor. "I can't read whatever writing this is! There must be something written in a language that is within my databanks!"

Using his dragon head, Megatron began searching through all the books in front of him. But they all displayed the same language that he could not decipher.

"It may take all night, but I will get my position back, yes!" He said to himself.

But he soon found out he wasn't alone.

"Golly, you aren't going to get that far by throwing books around like that," A high pitched voice called, and Megatron turned to see Cozy Glow floating around in the doorway. "And you might as well face it, Megatrump, Grogar is the boss and we all must get used to it. I know I have."

Growling, Megatron watched as Cozy flew into the library.

"Leave me, young creature," Megatron growled, clearly not wanting to be bothered. "This doesn't concern you. I learned long ago to be mindful of who I allow to get involved with my plans."

"Oh really? You don't trust me?" Cozy remarked with Megatron's back turned to her. "We all have the same goal, don't we? To retake Equestria from Twilight Sparkle and her goody two horseshoes friends. Besides, you swore an oath to Grogar, didn't you?"

"Only to help me get what I wanted, which is the destruction of the Maximals and a way to get back to Cybertron! But Grogar double crossed me and took away my status as leader of the Predacons!" Megatron grunted, before he took his eyes off the books and turned back to Cozy Glow. "What are you even doing here anyway? Isn't it past your bedtime?"

"It seems to me like if you're to get what you want," Cozy declared, looking at her bottom left hoof like she had shined it. "Then you're going to need somepony to help you, Megatron. Besides, I couldn't sleep with you making so much noise. So if I'm going to be up I might as well be useful."

Sitting down in a chair, Megatron listened to what Cozy had to say to him.

"You've got a lot to learn about the enemy you're fighting and what makes them different. What if I helped you learn about something like…pony holidays, like Hearts and Hooves Day for example?"

Grunting Megatron turned his back on Cozy Glow.

"I don't have time for your games, young one," He remarked while going back to assaulting the shelf of books in front of him. "Leave me at once, and tell no one about this if you value your existence. You don't want to know what I do to those who betray me, no."

But just before Megatron could grab another book, Cozy placed her hoof on his dragon head. "Oh, I insist." She sinisterly whispered, much to Megatron's bewilderment.

"Why do you insist?" Megatron growled, snatching his dragon head away from Cozy Glow. "You're a pest even worse than bumbling Waspinator!"

"Because I've learned that you can't learn anything just from ready books," Cozy replied, snatching a book from Megatron's grasp and throwing it away. "Sometimes we all need a visual representation of what we're trying to learn about. Twilight was always fond of saying there's more than one way to learn, and that books don't always hold all the answers?"

Megatron just grumbled further. "And your point is?"

"Well, you see, there are two friends of mine who are in love with each other and want to spend a little time together," Cozy confessed. "But with Grogar and Sombra keeping an eye on them, it's near impossible for them to do that."

"What has that to do with me? I am not programmed for love," Megatron snorted. "The only love I feel is the love of crushing my enemies in battle, yes!"

Cozy just grinned as she told the Predacon.

"Well too bad, you're going to be the one who suggests that they get together."

Megatron was in shock by what he heard.

"I…I…I…" He stammered, before placing two of his fingers in his eyes in disbelief and sighing to himself. "Look, little one. I'm a Predacon, not a matchmaker. What makes you think that I'm going to be the one to get your two 'friends' together?"

Cozy had her ideas and was more than determined to get Chrysalis and Tirek together to teach her new comrades what hearts and hooves day was like.

…

Meanwhile unable to sleep himself, Tirek was in his quarters, picking petals off of a flower.

"She loves me," He said while his attention was turned to the flower. "She loves me not. She loves me. She loves me not. She…"

Before he could finish picking off the flower's petals, Tirek sighed heavily and laid back down.

"Ugh, why am I getting the feeling that Chrysalis somehow doesn't love me? I mean, we've already confessed our love for each other, so why can I not shake the feeling? Maybe Grogar might have suspicions about our relationship and he intends to do away with us using that bear of his? But why? Since when was being in love a bad thing?"

No sooner did Tirek say those words than did he hear a low growling sound right outside his quarters, making his spine tingle. Peeking outside his quarters, he saw a fainting light of fire coming from the next level of the castle and Scarface going up the stairs.

"What's that Grogar up to?" Tirek thought to himself as he quietly moved to the bottom of the stairs. Hiding from view, Tirek listened into what was happening.

Meanwhile, up in his quarters, Grogar sat at a desk and was drawing up a document of surrender while Sombra watched with interest. As soon as he was done, Grogar rolled up the document and turned to face his second-in-command.

"Do you think Vorak will agree to these terms, my master?" Sombra questioned.

"Of course, I always give my enemies one chance to surrender," The demon goat declared. "But I hope he rejects the terms like all my enemies do. And if he does I shall enjoy crushing him and his forgotten kingdom!"

Just then, Scarface made his way into his master's quarters.

"Ah, my pet," Grogar spoke up, chuckling slightly. "Feeling that old desire, aren't you?"

Scarface grunted at what his master said.

"Well don't worry, you'll get your chance," Grogar snickered and rubbed his hoof on Scarface's head, much to Sombra's amusement.

"Vorak's kingdom shall be the first in Equestria to fall to us," Sombra boldly declared. "And then all of Equestria shall feel our might and power! They'll be left shaking in their boots!"

Delighted to see his second-in-command's ambition, Grogar smiled.

Then the two villains heard a knock at the door, revealing it to be Inferno on the other side. "Sentries have come in from Vorak's colony, royalty!" He announced.

"They have something to report?" Grogar inquired. "Send them in at once, sub-commander!"

"As you command, my queen." Inferno bowed as he let in Terrorsaur and Cyclonus who were in their robot modes. Both Grogar and Sombra watched intently as they walked into Grogar's quarters.

"What do you have to report?" Grogar asked as the two Predacons bowed down to him.

"The defenses of Vorak's are improper," Terrorsaur announced, rising to his feet. "Very weak. Forces are weak too. Not much of an army for him."

"Yes, not a major threat to you, my emperor," Cyclonus added. "It is ripe for the picking."

"Hmm, Vorak's kingdom never truly made improvements?" Grogar pondered. "Crushing him will be easier than I thought, which will make his defeat all the sweeter."

"But, the Articles of War…" Sombra cautioned.

"They shall be followed," Grogar replied while looking at Sombra's face. "Vorak will either surrender, or I shall take great privilege in putting an end to his rule forever!"

Having overheard the conversation from down the stairs, Tirek couldn't believe what he was hearing. Grogar was planning to attack his home kingdom.

"He can't do that!" The centaur declared in a quiet voice so as not to be heard. "If there's one who will do away with my father for all the pain he caused me, it will be me and me alone!"

In a fit of frustration, Tirek stormed away from the stairs and returned to his quarters, attempting to get some more sleep.

…

But Tirek couldn't sleep. All he could do was lie on his side, his mind racing on Grogar's decision to finish off his father. But he wouldn't be alone in his quarters for very long.

"You look troubled," Chrysalis commented in a sympathetic voice as Tirek got up. "What is it, Lord Tirek?"

"It's Grogar," Tirek sighed. "He's planning to attack my homeland and do away with my father, something that I should be doing. It's not fair!"

"Nothing's ever fair, my love," Chrysalis sympathized as she sat down next to him. "With all the times I tried to get my claws on Twilight Sparkle and especially, Starlight Glimmer, it seems like…like…each chance I get, it gets away from me."

Then Chrysalis realized something about her new boyfriend. "What was the relationship like with your father?"

It was a sensitive topic for Tirek, who turned away in embarrassment. "I don't want to talk about it right now," He sadly declared. "I'm not ready for it."

Detecting feelings from her boyfriend, Chrysalis wanted desperately to get to the truth. She wanted to help Tirek, but he needed to be open and honest with her.

"My feelings aside," Tirek said after a brief silence as he walked over to his weights and began to exercise with them. "I want to return to my homeland and just…get back at my father for all the times he put me down."

"Put you down?" Chrysalis wondered in a hushed voice.

"Keep me down, ensure I was weak," Tirek explained as he began his exercise routine. "You know how it is, Chrysalis. Twilight and her friends always kept us from reaching our goals. It was the same thing with my father. Discord was more right than he knew when he implied my father was the reason why I did what I did. If you were in my position you could relate."
...
…

Meanwhile, in his kingdom, King Vorak sat on his throne. He was still still brooding over the discovery of his eldest son's escape from custody.

"Father, perhaps it's no use to keep thinking about Tirek," Scorpan suggested. "He's probably in a place where we can't reach him."

"It's a lie, Scorpan!" King Vorak groaned. "He's out there somewhere and we are going to find him if it takes all eternity! He WILL face punishment for his acts of treason, and be punished the way all traitors are punished!"

"But Emperor Grogar," Scorpan protested while walking up to his father's throne. "What if he really did take Tirek under his wing? What are we supposed to do against something even the ponies couldn't stop?"

"It's near impossible for that to have happened, Grogar is but a fairy tale," King Vorak remarked while looking back at his son. "Perhaps what we are hearing isn't true. Maybe that snake Sendak cast some kind of a spell to extract Tirek from the statue. I'm going to find him and I'm going to ensure he never again can rise against me or anyone else! If he must die for the greater good, so be it."

Scorpan became troubled by his father's rage and wanted to lead him away from it. But he wasn't sure how.

Suddenly, both felt the ground beneath them start to shake!

"What is this?!" King Vorak cried out! "What is happening?!"

The rumbling grew louder and louder and all of a sudden, the ground opened up beneath them to reveal a black, crystalized mountain emerging from underneath the floor! King Vorak and Scorpan watched in horror as the mountain grew larger and larger until it reached the ceiling.

After a few moments, the mountain broke apart and revealed Grogar and Sombra inside of it along with Scarface. Neither King Vorak or Scorpan could believe what they were seeing before them!

Laughing quietly, Grogar looked up at the elder centaur and his gargoyle son with a sinister smile on his face.

"Well, aren't you going to ask us how our trip was?" Grogar remarked.

"Who are you?!" King Vorak demanded.

"Don't you recognize a famous friend when you see one?" Grogar asked again, his grin still plastered onto his face. "Shame on you, Vorak! It's me…Grogar, or have you forgotten? Perhaps you still think I'm just make believe."

"Answer him!" Sombra demanded, also with a sinister smile on his face. "Or are you too cowardly to respond?!"

"I am not cowardly, King Sombra!" King Vorak thundered, rising from his throne. "I know who you are! The dictator of the Crystal Empire! An empire you stole from a weak pony princesses!"

"Or so I used to be, but now things have changed. Now I serve a higher purpose," Sombra remarked, suddenly activating his magic to pull Scorpan towards him and up into the air. "And who is this? Your gargoyle son? Honestly Vorak, you should have…"

"PUT HIM DOWN, SOMBRA!" Vorak demanded, interrupting Sombra who did as he was told, releasing Scorpan from his dark magical grip. "What are you both doing here and what do you want?! For that matter how did you bypass my guards?! I must know so that after I've dealt with you both I can punish them for their poor conduct."

Opening the doors to the throne room, Grogar and Sombra revealed the hypnotic state that Vorak's guards were under.

"We gave them an advanced notice, old friend," Grogar hissed, shutting the doors to the throne room. "Now, let's get down to business."

"What business?" Vorak demanded.

"The business of you surrendering to me, of course," Grogar answered, taking a scroll from Sombra who magically made it appear. "I've come with a proposition for you to surrender to us without any form of fighting whatsoever."

Vorak stood his ground, knowing that Grogar was hoping he would buckle under the pressure.

...
…

Meanwhile, Chrysalis continued to struggle with how to help her boyfriend. All she could do was pace back and forth in her quarters, trying to think of a way to help.

Suddenly, she heard a knock at the door of her quarters.
"Enter," She called and the door opened to reveal Megatron on the other side with an awkward look on his face. Seeing Megatron in the doorway made Chrysalis feel somewhat better. "Megatron, how unexpected. What are you doing here?"

"Um, Cozy Glow wants to know…" The predacon spoke, feeling embarrassed at the idea of having to go through with the crazy filly's plan. "If you and Tirek have…"

"If we have what?" Chrysalis replied as she rolled her eyes. "Confessed our love for one another? Been there, done that. I have far more pressing matters with him at the moment."

Sensing this, Megatron made his way into Chrysalis' quarters. "Um, what kind of pressing matters do you have with him?"

"Matters from his past that haunt him, and I want to help him overcome them," Chrysalis answered. "But he won't open up to me. He must have had a difficult past with his father, because it's all he's been talking about."

Just then, Megatron turned around to see Cozy Glow quietly peeking in from behind the doorway.

"Um, look Chrysalis," he awkwardly asked. "Cozy Glow is trying to teach about us the holidays that her kind has, and she wants to know if you and Tirek would…"

"Would it be the holiday called Hearts and Hooves Day?" Chrysalis remarked. "The one where love is abound?"

"Um, yes?" Megatron asked.

Chrysalis came to a realization that if she was going to get Tirek to open up to her, she would have to go along with what Cozy Glow was planning.

"I see," She whispered, turning her head away from Megatron. "Well then, I'm willing to go along with what that little alicorn wannabe has planned. If it's the only way I can help Tirek with his problems, so be it."

Still peeking from behind the doorway, Cozy Glow reveled in the fact that her plan to teach her allies about pony holidays like Hearts and Hooves Day was about to take that next step.

…

Back in the distant lands, Vorak still couldn't believe what Grogar and Sombra had offered him.

"You wish to have me surrender?!" He thundered, throwing the offer aside! "I will never surrender to the likes of you, Grogar! Never!"

"Father…" Scorpan protested.

"Quiet!" King Vorak snapped to his youngest son. "I don't fear you, Grogar! And I don't fear the barbaric monster behind you!"

Scarface growled at this remark as Vorak pointed at him, snarling quietly at the old centaur king.

"If I were you, I would seriously consider surrendering," Sombra suggested in a sarcastic voice. "Not that it will do anything for whatever subjects you have!"

"Be forewarned that the next time I come back," Grogar cautioned as he rose. "Sombra and Scarface will not be the only company I bring. As we speak, I'm preparing a vast army to wipe out your kingdom and all the other kingdoms across the lands! Nothing shall stand in my way!"

Scarface growled again and Grogar decided to bring his pet in.

"And my pet will have every single leader on his dinner menu, including yourself! Or if you put up too much of a fight, I shall simply let you become Scarface's new chew toy."

Angered and insulted, Vorak turned to the scar faced grizzly bear and attempted to fire a blast of magic at it. But Grogar activated the powers of his bell and stopped Vorak, throwing him back against his throne and knocking it over!

"FATHER!" Scorpan cried at the top of his lungs, only to be picked up by Sombra and thrown at his father's side, his back hitting the bottom of the throne in painful fashion.

Groaning, King Vorak got to his feet and kept his gaze on the two villains.

"This isn't over!" He insisted. "If my son thinks hiding behind the likes of you will save him from my wrath he's sorely mistaken!"

Saying nothing, Grogar and Sombra disappeared along with Scarface. With Grogar and Sombra gone, Vorak and Scorpan were left to absorb what had happened, and contemplate their next move.

…
…

Back on the moon, Chrysalis stood in front of a mirror in her quarters wearing a long black dress and feeling slightly embarrassed.

"Do I have to wear this?" She complained to Cozy Glow in the mirror's reflection.

"You want to look your best for Tirek, don't you?" Cozy Glow suggested as Chrysalis turned around to face her. "After all, ponies always dress up nicely for one another for Hearts and Hooves Day. Just another lesson I learned at the School of Friendship. Besides, I think Tirek will think you look great. If you won't do it for yourself, do it for him."

Chrysalis merely scowled at Cozy Glow, thinking that what she was being put through was too much.

"I never had to do something like this when I ruled over my hive," Chrysalis thought to herself. "I hope Megatron isn't doing anything similar to Tirek."

Emerging from her quarters, Chrysalis was led by Cozy Glow down to one of Grogar's meeting rooms, where the large table had been replaced with a small table set for two. And there, sitting at the small table, was Tirek, wearing a bow tie.

"H-hi…Chrysalis," Tirek stammered, stunned to see his girlfriend dressed up. "You look…you look…"

"Beautiful?" Chrysalis finished as she walked to the table. "You might say that. Despite the strangeness of our situation."

Sitting down at the table, Chrysalis looked at her boyfriend.

"If you could say that," Tirek replied. "Cozy Glow said that…"

"-Ponies dressed up for that lovey dove holiday of theirs?" Chrysalis finished again, sighing heavily. "I guess you learn something new every day. I'm... sorry you have to put up with this."

"Cozy Glow insisted," Tirek replied again. "But I don't care. I could use the distraction from what's happening in my life."

It was then that Chrysalis decided to focus on what was bothering Tirek.

"You said that your father and you…didn't get along?"

"Chrysalis, I…I…" Tirek stammered. "You don't know what it was like, being the son of a king. Even more so, the son of a king who always put you down when you wanted to be up. If I could just get my hands on my father…make him feel what I felt…then, the pain of my past wi=ould be healed."

Through the toughness of Tirek's form, Chrysalis could sense that deep inside was a sad centaur who was never appreciated for what he was.

"You...you must feel like I do," Chrysalis sighed, briefly turning away from Tirek. "After Starlight stole my hive from me. All my life, I was taught to rule with an iron hoof by my parents."

"You had parents?" Tirek asked in surprise.

"Of course I did," Chrysalis answered sadly and sharply. "They were…they were killed when some of our subjects attempted to overthrow them. After they died, I became queen and adapted a personal way of life: Not to get mad, but to get even."

Sighing, Tirek took in what was being said by the love of his life.

"I…I guess that's one thing we have in common, right?" He whispered. "That's what I love about you, Chrysalis. There's…there's something about you that makes you wonderful to me. I love you for your ambition…your determination to make Equestria bow down to you."

The more Tirek spoke, the more Chrysalis couldn't help but slightly blush.

"No one has ever said that about me," She whispered back. "Perhaps the maker had a plan for me…to fall in love with you, Tirek. We both come from similar backgrounds, have the same desire, and…"

"Put up with a pest like Cozy Glow?" Tirek chuckled.

…

At that moment, the Storm King emerged wearing a waiter's uniform and carrying out a plate full of moving worms. "Now here you are," He declared in a mock accent. "The best-a worms in-a town."

Serving the plate of worms, both Tirek and Chrysalis each ate a worm and a few moments later, Megatron came into the room playing an accordion followed by Inferno playing a guitar as Megatron began to sing while Tirek and Chrysalis dined:

Oh, this is the night, it's a beautiful night

And we call it bella note

Look at the skies, they have stars in their eyes

On this lovely bella note

Side by side with your loved one

You'll find enchantment here

At one point during their song, both Tirek and Chrysalis ate on a worm and suddenly, their lips touched one another. Both of them couldn't believe it: They had shared their first kiss with each other.

The night will weave its magic spell

When the one you love is near

Oh, this is the night and the heavens are right

On this lovely bella note

As the song ended, Chrysalis' sickly green eyes looked up and twinkled, knowing that she had made her passion and love for Tirek known to all.

However, peeking out of sight, Lockdown was taking in what was happening and retreated to a secluded room away from what was happening.

Transforming back into Discord, he produced a telegraph and began to relay a message back to Twilight: "Tirek and Chrysalis falling in love, stop," He said, tapping the device quietly so as not to be heard. "Tirek and Chrysalis kiss, stop. Lavan sings sappy song, stop. Cozy Glow instigated situation, stop. Tell Fluttershy I miss her, stop."

Just then, Discord saw the portal containing Grogar, Sombra and Scarface open up and they stepped back into the castle.
Transforming back into Lockdown, he transformed into a t-rex and carefully walked over to the doors to the throne room to listen in.

"So he refuses to surrender?" Grogar remarked as he sat on his throne. "Very well then. I can accommodate that. I offered him a peaceful solution but if he's determined to fight I'll show him no mercy!"

"Shall we prepare for a full assault on Vorak's kingdom?" Sombra asked.

"Yes," Grogar answered, looking down at his bewitching bell. "I want King Vorak's kingdom to be the first kingdom to bow to my new power, Sombra. For it will serve as a warning to others. A warning of what is to come for the rest of the world. Twilight Sparkle and her fellow princesses will watch one by one as each kingdom falls, until they are the last obstacles left standing! Then I'll crush them too!"

His eyes widening, Lockdown ran off with his footsteps being heard by Grogar and Sombra.

"What was that?!" Grogar thundered, quickly rising from his throne. "Who's there?! Come out, I say!"

"It's probably a spy or something," Sombra suggested as Grogar grunted and sat back down. "Shall I organize a search?"

"No, Sombra," Grogar replied, turning to Scarface with a sinister smile. "I have a beast that can track down spies."

Sensing his master's motivation, Scarface departed the throne room to search for the source of the disturbance.

…

Hiding in another part of the castle, Discord produced the telegraph machine again and began to send another set of information to Twilight.

"Grogar declares war on King Vorak, stop. Lives likely to be lost, stop. Will try and send help, stop. Prepare for full assault, stop. Tell Fluttershy I miss her, stop."

Episode 14: "Squirk, King of the Seas Part 1"

Author's Note

pisode Summary: When boats are mysteriously attacked near Mount Aris, Twilight and her friends join with Queen Novo and the Hippogriffs/Sea Ponies to investigate what is happening.

Cast:

Tara Strong as Princess Twilight Sparkle

Ashleigh Ball as Applejack/Rainbow Dash

Andrea Libman as Fluttershy/Pinkie Pie

Tabitha St. Germain as Rarity/Luna

Cathy Wesluck as Spike

Doc Harris as Grogar/Sailor #1

Alvin Sanders as King Sombra

Kathleen Barr as Queen Chrysalis

Mark Acheson as Lord Tirek

Sunni Westbrook as Cozy Glow

Jim Cummings as Lavan

David Kaye as Megatron/Hippogriff Soldier

Jim Byrnes as Inferno

Garry Chalk as Optimus Primal/Lookout

Ian James Corlett as Cheetor

Scott McNeil as Rattrap/Silverbolt

Richard Newman as Rhinox

Venus Terzo as Blackarachnia

Don Brown as Skids/Captain

Colin Murdock as Mudflap/Sailor #2

Uzo Aduba as Queen Novo

Kristin Chenoweth as Princess Skystar

Christopher Gaze as General Seaspray

Brian Dobson as Skybeak

John De Lancie as Lockdown/Discord

Frank Welker as Squirk

Judd Nelson as Rodimus Primal

…

"My Little Pony: Friendship is Magic" Season 11, Episode 14

"Squirk, King of the Seas: Part 1"

By Jeff Snyder (TwilightSparkle3562)

Edited By SuperPinkBrony12

Episode 14: "Squirk, King of the Seas Part 1"

…

One night off the coast of Mount Aris, a medium sized boat floated with colors from the Royal Equestrian Navy was out on patrol. Aboard, one of the ship's sailors looked out over the water, looking for any signs of trouble on or below the sea.

"All's well, Captain," The sailor reported as a white unicorn pony in a naval uniform walked towards the soldier. "Everything looks good out here so far. No sign of the sea creature."

Unconvinced, the captain looked out and down to the water below, using a spell to cast a light on the water.

"He's got to be around here somewhere," He declared and proceeded to cast a radar spell, giving him access to examine what was beneath the surface. "Remember that we are at war, sailor."

The captain looked around the area that they were in and found nothing. This left the sailor feeling and looking confused.

"Sir, I…I don't understand. Who is this sea creature we are looking for, and why's he been targeting random boats?"

"He's a dangerous one, lad," The captain answered. "A long time ago he was involved in a great conflict with the Lava demon and well…their conflict almost reshaped Equestria as we know it. Now, with Emperor Grogar revealed to be alive, this creature might have returned as well. We must stay vigilant."

Suddenly, the two ponies heard a yell from the crow's nest! "DORSAL FIN OFF THE STARBOARD BOW!" The lookout shouted as the captain ran over to the starboard bow and quickly turned on his magic, shining the light on a red dorsal fin sticking out of the water.

Seeing the dorsal fin preparing to make a turn, he yelled out to the helmsman!

"HARD TO STARBOARD!" He shouted and the sailor at the helm quickly turned the wheel to the left. "TO YOUR STATIONS, LADS!"

Heeding their captain's command, the sailors grabbed their weapons and prepared to throw them at the sea creature. But the dorsal fin continued to get closer and closer!

"As soon as he comes near!" The captain instructed, but before he could give the order the dorsal fin went under the water and under the ship. "Hold your fire!"

An eerie silence befell on the ship with each sailor aboard trying to figure out where the creature disappeared to.

"It's…it's gone," A sailor pony remarked. "It's gone."

Then, without warning, one of the sailor ponies cried out as tentacles began to grab at the ship.

"What in Equestria?!" The captain screamed! "It's pulling us down! ABANDON SHIP!"

Screaming, the sailor ponies began jumping into the water as the creature continued to pull the ship down!

Out on Mount Aris, the screams from the sailors were heard, and immediately the hippogriff forces were alerted and sent out to the area.

"Was this where the screams were heard?" Skybeak called to one of his air soldiers as they flew over the area.

"Yes sir," The hippogriff soldier replied. "This was where the ship went down."

"Go down there and see if there are any survivors! Hurry!" Skybeak ordered and several of the platoon transformed into seaponies and went beneath the surface. "The rest of you stay here and scour the surfaces."

So, the search was on for survivors and looking down at the water, Skybeak sighed heavily knowing that another of Equestria's most feared enemies had returned.

…

Meanwhile in Canterlot, Twilight and her friends were in the throne room as they addressed Optimus and several of the Maximals.

"We appreciate you all coming together on such short notice," She said, holding a scroll in her aura. "I just received this notice from Discord up on the moon."

Taking the scroll, Optimus read it quietly.

"Hmm, seems to me like Grogar is finally planning to make his move," The Maximal leader remarked. "And where he goes, Megatron and the Predacons are sure to follow."

"So wherever Megadork goes we go too, right?" Rattrap replied as he shrugged his shoulders. "Just like old times. Can't wait to blast those stinkin' preds to kingdom come!"

"Megatron cannot be underestimated, Rattrap," Rodimus Primal cautioned. "Ever since we arrived here, I've had a premonition that what happened in our first encounter with Megatron on this strange planet was meant to be followed up at some point."

"Um, no offense, Roddy," Rattrap remarked. "But do you even realize how many times we've had to follow up on Megatron and his bozos? Dude was as crazy as they come, and yet we managed to defeat him. It don't matter who he allies himself with."

"Shut up, Rattrap," Optimus ordered, looking briefly at him before refocusing on Twilight and her friends. "I can assure that we'll be at the ready when the time comes, Twilight. However, I can't guarantee an easy victory, especially not against Megatron."

"Nopony or nocreature is asking you for an easy victory, big guy," Rainbow Dash replied while hovering in front of Optimus. "I mean, you're here to provide us with support, not to do all the dirty work by yourselves. Equestria is our home after all, so of course we have to defend it."

"If this war of yours involves Megatron and the Predacons," Optimus declared to Rainbow Dash in a firm voice. "Then it's personal for us too, just like the Beast Wars."

"Optimus has a point," Rodimus nodded, walking over to Optimus. "If I know my brother, he's more than willing to lay down his life for a friend, including creatures of different types such as yourselves. You shouldn't underestimate him, just as you shouldn't underestimate Megatron."

Just then, Optimus' radio came on and he tapped into the system.

"Optimus Primal here," He announced, turning his back on the group for a brief moment. "Come in."

"What's he doing?" Fluttershy wondered with a confused expression on her face.

"I'm not sure," Applejack muttered in a quiet voice. "I reckon it's how these here bots communicate with each other. Ain't like anythin' I've seen before, that's for sure."

Everyone waited for Optimus to finish his communication while Cheetor and Rodimus went to Optimus' side. "Right, I'll let them know," The Maximal leader nodded. "Optimus out."

"Optimus, what is it?" The young Maximal scout asked. "What's going on, big bot?"

"Rhinox reported that there are strange flying creatures coming towards our position," Optimus answered. "For one thing, they aren't Predacons, or Silverbolt and the other Maximal flyers."

Having overheard this, Twilight spoke up. "Optimus," She asked. "I think I may have an understanding of what those flyers are."

"Twilight, darling," Rarity gasped. "Don't you know it's rude to eavesdrop on others, especially when it's royalty doing it?"

But the supreme princess silenced her friend and walked off her throne towards Optimus and his fellow Maximals.

"There are several types of creatures in Equestria that can fly," She explained. "Including pegasus ponies. Did Rhinox report on what the creatures looked like?"

"Supposedly, they were bird-like creatures." Optimus replied.

"Then they're either hippogriffs or griffons." Twilight concluded.

"Hippogriffs?" Rattrap huffed, placing his hands on his hips. "Are you talking about hippos that can fly?"

"We thought the same thing when we first heard about the Hippogriffs," Pinkie Pie told Rattrap. "Although there's an actual hippo queen out there somewhere."

Rattrap just rolled his eyes.

"Now I've seen everything."

…

Suddenly, the doors of the throne room flung open and in stepped General Seaspray and his flying platoon.

"Princess Twilight," He panted, quickly bowing to her. "Thank Equestria you're here! There's been an attack!"

"Is it Grogar?!" Twilight asked.

"No, it's coming from underneath the ocean by Mount Aris," Seaspray confirmed. "The sea creature of legend has returned."

"Is it a bunyip?" Applejack asked. "Rarity, Pinkie and I remember one that ruined a boat trip we participated in a few years back. Can't imagine what they'd be doin' out near Mount Aris though."

"It is no bunyip, Princess Applejack," Seaspray explained. "This creature has a red shark-like fin, and squid like tentacles. It attacked one of your naval ships, dragging it down into the sea. Fortunately, we hippogriffs were able to rescue the survivors in the nick of time."

This made Twilight turn sharply to Seaspray.

"When did this happen?!" She firmly demanded. "There's only one sea monster I know of that matches that description."

"Who is it, Twilight?" Rarity asked.

"Squirk, king of the Equestrian seas." Twilight quietly answered, causing all of her friends to gasp!

…

Back on the moon, Grogar stood on a platform in the courtyard where his legions of donkey soldiers and newly created Predacons stood at attention. Megatron and Sombra also stood on the platform.

"All present and accounted for, royalty." Inferno reported, much to Megatron's irritation.

"Thank you, sub-commander," Grogar replied as Terrorsaur tapped on drums in a military style for several moments. "As of this moment, we will begin launching the first phase of our attack on Equestria. You are all purposed to restore me to the throne that was taken from me thousands of years ago. This…is our target."

Activating the powers of his bewitching bell, Grogar produced a picture of King Vorak and Scorpan for his army to see.

"King Vorak, ruler of the centaur and gargoyle kingdom," He announced. "Father of our comrade, Lord Tirek, who didn't have the audacity to attend this sendoff."

Hiding up in his quarters, Tirek looked out a window with a disgusted look on his face. He wanted to be the one to bring down his father, and now he was being denied that honor. Hearing a knock on the door, Tirek didn't even bother to answer it. The door opened to reveal Chrysalis and Cozy Glow on the other side.

"Look at him down there," Tirek muttered. "Stealing the opportunity that was meant to be mine. I should be the one to kill my father, not Grogar."

"It is what it is, Tirek," Chrysalis coldly remarked. "Remember that Grogar does have that bear of his that he'll sic on us if we show signs of insubordination."

"Yeah, that mean old bear!" Cozy Glow added. "Please don't put us at risk, Tirek! I don't wanna become a snack for that overgrow sack of fur!"

"Why does this concern either of you?" Tirek implied turning around to face his girlfriend and his daughter figure. "Vorak is my father, not yours."

"Because we care about you," Chrysalis whispered, flying over to Tirek and hugging him. "And I love you."

Letting his guard down slightly, Tirek embraced his comrades. But then suddenly, they saw Lockdown running into the courtyard, interrupting Grogar's speech to his army!

"What is the meaning of this, Lockdown?!" Grogar demanded as the Predacon bounty hunter bowed to him. "How dare you interrupt me before we are to launch our attack!"

"There is a…far more pressing issue, my master!" Lockdown panted. "A great creature of the seas has returned!"

Standing amongst the army, Lavan scowled at what he was about to hear. "Is it Squirk?" He cried out, catching Grogar's attention. "Is it him?!"

"Silence, Lavan!" Grogar demanded. "Get back to your place in line!"

But Lavan didn't care as he walked towards Lockdown. Grabbing Lockdown's throat, he picked up the Predacon bounty hunter and put him to his face. "Is this my rival from so long ago?" He whispered to Lockdown.

"Lavan, didn't you hear our emperor?" Sombra snorted. "Return to your place in line!"

Snarling quietly, the lava demon dropped Lockdown on the ground.

"What do we do now, royalty?" Inferno asked. "Do we still carry out the attack on Vorak?"

"Not now," Grogar replied, turning around to Inferno. "We shall wait until the king of the Equestrian Seas is added to our ranks."

Lavan scowled at hearing this declaration from Grogar. After over a thousand years, his most despised rival was about to make his return.

…

Back in Canterlot, Twilight paced back and forth, trying to absorb the fact that the King of the Equestrian Seas had returned.

"Squirk?" Pinkie Pie wondered. "Since when have we heard of a guy named Squirk?"

"Squirk used to be one of our own," Skybeak explained, causing Twilight to stop pacing back and forth. "A hippogriff/seapony, until Queen Novo's great grandparents banished him from Seaquestria for crimes against the crown."

"He used to be one of your kind?" Twilight pondered. "I…I remember learning about him in the School of Magic when I was a filly, but…I thought he disappeared forever."

"He was one of our best generals," Skybeak explained. "Until he became obsessed with creating a new form meant to make us stronger, at least in his mind. He wanted our undersea forms to either be a shark or a squid because in his mind, we were stronger that way."

"And he was refused the chance for his so-called vision to be carried out?" Applejack questioned. "And that's why he turned to crime?"

"Sheesh, sounds twisted," Rattrap shuddered. "So, what? Do we grab a harpoon and…uh…hunt him down? We don't have Depth Charge to help us with sea based missions."

Just then, another communication came into Optimus' feed. "Optimus here, come in,"He declared, his back once again briefly turned away from the group. "What is it, Rhinox? Right. Optimus out," Turning off his feed, Optimus turned to Twilight and the others. "Just got word from Rhinox," He announced to the Maximals. "There are stasis pods in the water by a large mountain."

Skybeak's eyes dropped upon hearing this! "That's Mount Aris!" He cried before a look of confusion crossed his face. "Um…what is a stasis pod?"

"The vessel that holds our sparks, leaving us in a state of suspended animation until we are activated," Optimus explained. "If Megatron gets his evil hands on them he could turn them into Predacons, or even terminate them should he fail to convert them!"

"Then we must go to Mount Aris and investigate this immediately!" Twilight declared! "Optimus, contact Rhinox and have him meet us at Mount Aris in two hours! And bring all the other Maximals with you, we may need their help!"

"You got it!" Optimus firmly replied, turning on his prime jets and flying out of the throne room. "Maximals, move out!"

Turning into their beast modes, Rattrap, Rodimus and Cheetor all followed suit.

"I still don't get how they're able to do that." Rainbow Dash remarked as they left.

…

Back on the moon, Lockdown retreated into Grogar's secret laboratory and transforming into Discord, knew that he needed to work fast if Squirk was to be stopped.

"Squirk, Squirk, Squirk," He muttered, taking a book and flipping through the pages, trying to find a section on the sea creature. "Here it is! Squirk, the sea king of Equestria. A former hippogriff/seapony who tried to create a new sea form for the hippogriffs behind the backs of their leader. He was banished after his conspiracy against the crown was discovered."

Closing the book, Discord then proceeded to try and activate one of Grogar's used memory orbs.

"There's got to be something I can do to help Twilight and the others," He whispered, knowing that Grogar was lurking about. "Come on, Discord. Get this thing working! Twilight's depending on you!"

Throwing down his lion paw, Discord managed to get the orb working and found himself looking into the mind of Megatron, overseeing a collection of memories where strange pods were collected during the Beast Wars. Finally, he then proceeded to see Grogar sitting in front of his crystal ball in the throne room.

"Squirk?" He heard Grogar ask in the memory, showing Grogar talking into the crystal ball, containing the sea beast himself. "King Squirk, after all these years, you have returned."

"Thank you, my Emperor," Discord heard the sea king reply in a deep, evil voice. "For over a thousand years I have been hiding from the clutches of my kind, waiting for the moment to return."

Discord felt his eyes widen in shock upon hearing this!

"Squirk?! That wretched sea beast?!" He gasped. "How can that be?!"

"Where have you been hiding, my friend?" Grogar asked as the memory continued to play.

"In the depths of the sea, not far from those wretched hippogriffs," Squirk explained. "Then, I sensed you were still alive."

"Very good, my old friend," Grogar chuckled. "I knew you wouldn't disappoint me. Now, you said that there's something of great importance that you wanted to share with me?"

Watching carefully, Discord saw Squirk use one of his tentacles to show Grogar a strange vessel in the shape of a coffin.

"A stasis pod," Grogar laughed as an evil grin formed on his face. "Where did you find it?"

"A few weeks ago, my emperor," Squirk replied. "There were two of these."

Grogar then asked. "Are you certain?"

And Squirk replied with a nod. "I am very certain, my emperor. Neither the ponies or the hippogriffs know of their existence, and neither does it seem that their Maximal allies know either."

"Good. I shall bring them back to life and resurrect them as Predacons!" Grogar declared as Discord watched the ram walk over to his cauldron.

Chanting an incantation, Grogar casted a resurrection spell into the cauldron and out of the corner of his eye, the creature of chaos saw the pod next to Squirk start to glow yellow and open sharply, releasing a spirit that was inside of it.

"If Megatron's memories serve me right," Grogar laughed, walking back to his crystal ball. "Reprogramming the vessels in that stasis pod shall be a piece of cake."

Watching carefully, Discord saw what appeared to be a metal, crab like creature coming out of the pod.

"Vorak and his kingdom can wait," Grogar declared to his underwater ally. "I want to see how these new Predacons function!"

Turning the memory orb off, Discord turned his attention back to the books and began searching for a spell used to resurrect deceased souls. Selecting a book with a red covering, he opened it up. He worked fast to produce a cauldron similar to Grogar's. But then he realized something.

"Wait a minute," He whispered. "I need stasis pods! But where could they be?"

Suddenly, Discord remembered something! He had seen some strange pods just recently, stored in a guarded part of the castle!

…

Racing to Mount Aris with Skybeak and the others leading them, Twilight and the others arrived in the capital, where the hippogriff guard was already on high alert.

"Seems like they already have a sense of what's happening," Skybeak commented. "Novo needs to know of this at once!"

"Skybeak!" General Seaspray cried out as he flew over to Skybeak. "Our queen wants to know if there are any more survivors from this morning's attack."

"Nothing else was found," Skybeak sighed as Seaspray turned to Twilight and the others. "I've brought Princess Twilight and her friends here to help us!"

"Is Queen Novo expecting us?" Twilight implied and Seaspray nodded. "Take us to her."

"What do you want us to do, Twilight?" Optimus Primal asked.

"Optimus, you and your Maximals patrol the beaches for any signs of survivors or Squirk," Twilight ordered. "If you see anything, call!"

Saluting Twilight, Optimus and the Maximals made their way down to the beach to carry out her commands.

…

In her throne room, Queen Novo looked out the window with a very nervous expression upon her face.

"Queen Novo!" Twilight called as she and her friends arrived with Seaspray.

"Twilight, honey! Thank Celestia you and your friends are here!" Novo cried as she hugged Twilight.

"Has the sea creature appeared yet? Did you find any more survivors?" Twilight asked the queen.

"We've found nothing," Novo sighed. "I can't believe this, Squirk is back! This is worse than the Storm King."

"Right up there with him." Spike remarked.

"Where's Skystar?" Twilight asked, changing the subject.

"She's been placed in shelter, much to her protesting," Novo reluctantly sighed. "I can't take any chances with Squirk. He's a danger to our kingdom. I can't take another scare with Skystar, and I really don't wanna have to ground her again after the fact."

"What about all the seaponies? Have they been evacuated?" Twilight asked.

"Yes, Seaquestria is unoccupied," Novo sighed, turning her attention to Seaspray. "General, any hippogriffs willing to fight are to cover the borders to our kingdom."

"There's no need for that, your majesty, Optimus Primal and the Maximals already have the beach covered." Twilight declared, much to Novo's confusion.

"Optimus Who?" Novo questioned with confusion.

"It's a long story," Applejack answered. "Anyway, if you'd like, we can stay here and guard the throne room."

Relieved to hear this, Novo took up Applejack's offer. "I would like that very much." She replied and dismissed Seaspray from the throne room while Twilight and her friends remained behind.

…

Down on the beach, Optimus and the Maximals were looking out at the open sea offshore with their weapons drawn, preparing themselves for any potential strike against them.

"So far so good, Optimus," Rhinox remarked with his twin machine guns loaded. But then he asked. "Do you really think he'll come out here?"

"Perhaps," Optimus sighed, making sure his weapons were loaded. "But we can't make any predictions. The monster must have the stasis pods already under his custody."

"So, uh, why not just accept the fact that they're probably…Predacon property now?" Rattrap wondered. "If anything, they'll be answering to Megatron!"

In another part of the beach, Cheetor was standing with Rodimus, Skids and Mudflap when he suddenly took notice of a strange object sticking out from the rocks.

"Hey guys," Cheetor called out to them. "Take a look at this!"

"What is it, Cheetor?" Rodimus cried, looking down and seeing a stasis pod. "By the matrix! A stasis pod!"

"Eh, what?" Skids asked as he and Mudflap raced over to the pod as well. "What is that honky tonka thing?"

"This is a stasis pod, moose for brains!" Cheetor remarked and groaned. "We'd better hide it before someone finds it for themselves, particularly that monster beneath the sea!"

Acting fast, Rodimus and Cheetor each pulled on the stasis pod, lifting it up and out of the rocks!

"Hey, this here weighs a ton!" Mudflap grunted.

"Shut up and lift!" Rodimus ordered as they heaved it onto the beach. "Hurry! Hide it behind those dunes!" Taking the pod to a group of sand dunes, they placed it amongst the brush and returned to their posts.

"Optimus, are you there?" Cheetor called, talking into his radio as he resumed his position. "We found a stasis pod!"

"Is it damaged?" Optimus asked.

"It's pretty banged up," Cheetor replied. "But it should be okay, at least for now."

"Stay by the pod and await further orders," Optimus commanded. "Optimus out." Turning off his radio, he turned to Rhinox while Silverbolt and Blackarachnia looked on.

"What in the name of Cybertron is a stasis pod doing here?" Blackarachnia remarked.

"Supposedly, it crashed here long ago. Perhaps even before we came here." Silverbolt guessed while shrugging his shoulders.

…

Up in the throne room, Twilight and her friends were overlooking the ocean for any sign of the sea king, Squirk.

"Come on, where are you?" Rainbow Dash whispered, her urge to fight growing and growing. "Where is that bad boy?"

"Supposedly coming in due time, darling." Rarity whispered back, looking out with a pair of opera glasses.

Just then, the doors opened to reveal Skystar on the other side, much to her mother's annoyance.

"Skystar!" Pinkie Pie cried, running over to hug her friend.

"Skystar, what are you doing here?! Novo spoke with a scowl upon her face. "You're supposed to be in hiding!"

"Mom, I couldn't bear the thought of leaving you up here all alone," Skystar pleaded. "Please let me help you! Shelly and Sheldon thought it was a good idea."

Novo looked down at her daughter's two shells with eyes on them and sighed, knowing that she didn't have the energy or the patience to protest.

"All right," She reluctantly sighed. "But if we ever live through this…"

"Queen Novo," Twilight interrupted in a firm voice. "Now is not the time for a mother/daughter squabble."

Delighted to hear this, Skystar joined Twilight's side as Rarity suddenly noticed a strange movement coming from underneath the ocean surface.

"Twilight, look!" Rarity cried, catching Twilight's attention. "There's something coming from underneath the ocean!"

Before anyone could move or say another word, a red dorsal shark fin slowly emerged from the water, followed by several tentacles.

"It's him!" Twilight whispered while charging her horn. "It's Squirk!"

As if on cue, the sea beast emerged from the water, its upper half was the body of a shark and its lower half had the tentacles of a squid.

On the beach, Optimus and the Maximals were stunned by what they saw in front of them. "Get back!" Optimus cried when he saw waves from Squirk's rising racing towards them on the shore!

"That must be him!" Rhinox cried out! "Shall we open fire, Optimus?!"

But Optimus said nothing, looking in awe at how strong the beast appeared. He was snapped out of it only when he heard his intercom link come on once more. Cheetor was on the other end.

"What is it, Cheetor?" He asked.

"Big Bot, there's something else coming towards our position!" Cheetor declared in an alarming tone. "Should we fire at it?"

"What do you see, Cheetor?!" Otpimus asked. But before he could get a response, he and the others saw a blast of fire hit the area where Cheetor and the others were at! "If I'm not mistaken…" Optimus cried out, activating his magnifying scanners and saw an all too familiar sight. "Rhinox, it's Rampage! He's back!"

"Impossible! Depth Charge destroyed him!" Rhinox shouted as one of Squirk's tentacles struck Rhinox, knocking him back while another tentacle began striking the side of Mount Aris, causing the Hippogriff's throne room to shudder and several of Twilight's friends to fall over!

"I AM SQUIRK!" The half shark, half squid creature roared. "AND I HAVE RETURNED AFTER OVER A THOUSAND YEARS!"

…

From up in his throne room, Grogar watched with interest as Squirk made his presence known, letting out a small sinister chuckle at the fight that was about to transpire on Mount Aris!

…

Episode 15: "Squirk, King of the Seas Part 2"

…

"PREVIOUSLY ON MY LITTLE PONY"

…

Sailor Pony: Sir, I…I don't understand. Who is this sea creature we are looking for, and why's he been targeting random boats?

Captain: He's a dangerous one, lad. It's pulling us down! ABANDON SHIP!

Optimus Primal: If this war of yours involves Megatron and the Predacons, then it's personal for us too, just like the Beast Wars.

Skybeak: The sea creature of legend has returned.

Twilight Sparkle: There's only one sea monster I know of that matches that description.

Lavan: Is this my rival from so long ago?

Grogar: King Squirk, after all these years, you have returned. I want to see how these new Predacons function!

Rodimus Primal: By the matrix! A stasis pod!

Rarity: There's something coming from underneath the ocean!

Optimus Primal: Rhinox, it's Rampage! He's back!

Squirk: I AM SQUIRK AND I HAVE RETURNED AFTER OVER A THOUSAND YEARS!

…

Standing their ground, the small army of ponies, robots and hippogriffs gazed up at the fury that was Squrik, King of the Seas. Roaring, Squirk fired a blast of ink at the beach nearly hitting Optimus and the Maximals on it.

"What the slag?!" Rattrap cried after ducking out of the way. "That thing sick or something?"

"No, it's probably the way it defends itself," Optimus Primal replied. "I'm going to try and hit him between the eyes and end this quick. Prime Jets, on!"

Activating his prime jets, Optimus flew towards Squirk's face with the intention of firing between the eyes. However, the sea creature took notice and flung one of his tentacles at Optimus, flinging him back onto the beach!

Enraged, Rhinox took his twin machine guns and opened fire on Squirk only for his bullets to bounce off of him.

"You amuse me," Squirk remarked and fired a blast of ink at Rhinox, covering him in it. "But amusement won't be enough to save you."

Suddenly, Squirk felt another blast at him, this time it was a blast of magic coming from Twilight leaping out of the throne room.

"Princess Twilight," He chuckled. "Delighted to finally meet you. A pity our first meeting will also be our last."

Unamused, Twilight charged at Squirk, headbutting him in the chest just as a platoon of hippogriffs charged at the sea creature, aiding Twilight by throwing their spears at him! "Yield, Squirk!" Twilight commanded with her horn charging and surging with power.

Snarling, Squirk defiantly took one of his tentacles and attempted to strike at Twilight. But she dodged with ease and struck him hard with a blast from her horn!

"We gotta help her!" Rainbow Dash cried, also jumping out of the window and racing to Twilight's aide. "Who's with me?!"

But Suddenly, Spike noticed the sights of blast fire coming from the position of Cheetor and the others.

"Guys, we got a problem here. Cheetor and the other Maximals are in trouble!"

"All right then, we'll split up," Applejack suggested. "Rainbow Dash, Fluttershy, Skystar, you help Twilight. Spike, you, Rarity, Pinkie Pie and I will help the Maximals!"

"Excuse me?" Novo huffed, appalled by the suggestion of Skystar participating. "Are you saying…?"

Applejack nodded.

"I'm sorry, Queen Novo, but we need all hooves and claws on deck!"

"One small thing can make a difference!" Skystar cried. "Right?"

But Queen Novo thought otherwise.

"Skystar, you get back here now!" She ordered at the top of her lungs. "Unless you want to be…"

But a whack from one of Squirk's tentacles caused Queen Novo to be interrupted and fall to the floor.

"…grounded." She groaned.

Meanwhile, by the dunes, Cheetor, Rodimus, Skids and Mudflap were confronting the newly resurrected crab Predacon.

"Defend the Pod!" Cheetor commanded to the moose and deer Maximals.

"Whatever you say!" Skids cried, firing his gun at Rampage. "Take this, crab legs!"

"Yeah, what he said!" Mudflap added as Rampage turned his weapon on the two brother Maximals, firing several rotating blasts at them. "You two don't scare me!" He remarked.

"But I can scare you!" Cheetor yelled, running to Rampage and attempting to hit him with the butt of his weapon. But, the transmetal skin that Rampage had was not enough for Cheetor to cause any damage.

Unafraid, Rampage fired a rotation blast at Cheetor, knocking him back onto the rocks.

"Well, well, well," He laughed. "If it isn't the little kitty cat. Has anyone told you that you look a little…different from our last encounter? Don't tell you lost that upgraded body of yours the same way Optimus did."

The damaged Cheetor could only look up and prepare for the inevitable.

But before Rampage could fire, Rodimus roared and threw himself onto Rampage's back, attempting to stick his claws into Rampage's metallic skin. With Rampage distracted, Cheetor quickly crawled away to safety.

…

Back on the moon, Grogar was watching the battle from his crystal ball when he was suddenly interrupted by the opening of his throne room door.

"You resurrected him!" Lavan roared at the top of his lungs, his flaming body raging. "You brought him back to life! How dare you, Grogar!"

Unfazed, Grogar turned his attention away from the crystal ball and onto the lava demon. "Why would you make such an accusation to me?" He remarked while feigning ignorance. "Your friend was in hiding."

"He is not my friend, you idiot!" Lavan snarled. "He is my enemy, my sworn enemy! And now I shall end you for bringing him back!"

Producing a ball of fire, Lavan attempted to fire it at Grogar to kill him. But Grogar used his magic to quell Lavan's attempt and tighten his grip on him.

"I know your weaknesses, Lavan," Grogar whispered in a menacing voice as he slowly walked towards the lava demon. "So you and Squirk will work together, or else."

"Or else what?" Lavan grunted, attempting to fight the magical bonds Grogar had on him. "Feed me to your bear? Ha! I will kill him just as easily! I don't fear him the way your lesser subordinates do."

But Grogar still was unfazed as he lifted Lavan up, bouncing him up and down several times before weakening him. Then he declared.

"I shall teach you to work together with your comrades one way or another, or you'll return to your state of slumber, never to awaken again!" Grogar then pulled Lavan towards the crystal ball and produced several gold chains to hold Lavan down.

"What are you making me do?" Lavan demanded.

"Why, I'm making you watch the very creature you shall despise, of course," Grogar remarked in a calm, sinister voice. "Watch him as he shows off his power. Maybe he will succeed where you failed."

Struggling, Lavan had no choice but to watch the action unfold.

…

In another part of the castle, Discord assumed his disguise of Lockdown again as he moved towards a guarded area. Two donkey soldiers were standing in front of a pair of large doors.

"My senses tell me this is where they are keeping the recovered stasis pods," Lockdown thought to himself. "I must gain access if Twilight and the others are to have a chance. But how to get inside?"

It took a moment for Lockdown to think, but then he got himself an idea.

"At ease," He declared, walking to the donkey guards. "Grogar sent me to retrieve some stasis pods to create new Predacons for our forces. Please let me pass."

But the two donkey guards didn't comply. And Lockdown then roared.

"Unless you want to be snacks for Scarface, you will let me in!"

Not wanting to be fed, the donkeys did as they were told, opening the doors and letting Lockdown in.

Stepping into a large storeroom, Lockdown was amazed by how many stasis pods were inside, many of them stacked up on top of one another.

"I gotta work fast!" Lockdown thought to himself as he approached a stack of stasis pods. "These five will have to do."

Reverting to his chaotic form, Discord used his powers to break the stack of stasis pods down into five individual pods. Then, Discord used a mind spell on the pods, causing several cords to come out of his body and attach themselves to the pods.

"If you can hear me," He said to the pods. "Twilight and the others are in trouble. Your Maximal comrades are also in trouble. I have the power to bring you back to life."

His powers charging, Discord reached out to the pods and he suddenly began to hear voices in his head.

"Who are you?" A calming male voice asked.

"I am Discord, the spirit of chaos," Discord answered. "And I'm summoning you to Equestria to help their six rulers." Concentrating his powers even further, Discord used them to force the spirits inside the pods to go to Equestria.

With the spirits gone, Discord fell to his mismatched knees in exhaustion.

"Fly fast," He panted, taking several deep breaths before reverting to Lockdown. "Get to them! The future of Equestria depends on you!"

Transforming back into Lockdown, Discord could only hope the spirits would arrive in time.

…

Back at Mount Aris, the battle against Squirk continued to rage on as the shark/squid hybrid continued to use his ink and tentacles against his opponents.

Rebounding from getting hit, Optimus Primal took to the air once more and fired several blasts from his wrists at Squirk. Snarling, Squirk fired some ink at the Maximal leader, and Optimus only just managed to duck at the last minute.

Little did anyone know that at the bottom of the sea, Squirk had more stasis pods hidden and they were being activated. Sounds of growls and roars were heard as the bodies inside began to come out of them.

Back on the surface, Rodimus continued to attach himself to Rampage as the transmetal crab tried to get him off of his back. "

Take your stinking claws off me you darn dirty Maximal!" He growled before he managed to toss Rodimus off him and onto the rocks.

Using one of his claws, Rampage attempted to strike at Rodimus, but the Maximal rolled off. Roaring, Rodimus leapt onto Rampage again, trying to lure him back onto the beach.

Onsaid beach, Cheetor struggled to get onto his feet as the wounds he had obtained held him to the ground. "

The pod!" He groaned, crawling over to the dunes where it was hidden. "Got…to…protect it." Despite his damages, Cheetor remained determined to protect the pod from Rampage. Reaching said pod, Cheetor looked at it and could sense an all too familiar presence inside of it.

"What is that?" Cheetor whispered, his eyes locked onto the pod. "Is that…Depth Charge? Are you in there?"

Cheetor then heard a faint voice inside the pod.

"Hey kid," The voice called. "Yeah, it's me."

"How?" Cheetor coughed. "You…you were killed battling Rampage. We all saw it."

"My body was destroyed, but my spirit still lives," The voice replied in a noticeably weak ton. "We just need a little more time to re enter the matrix."

"We?" Cheetor asked, only to find the stasis pod starting to deactivate. "Depth Charge, wait! Hold on! We can't lose you again, we need you!"

…

At that moment, Applejack and the others arrived on the scene, witnessing the carnage.

"What in tarnation?!" Applejack cried as she ran over to the downed Rhinox, covered in Squirk's ink. "You all right, big guy?"

"Couldn't…be better," Rhinox sarcastically coughed, spitting out some ink. "Not much for fighting these days."

"Oh, dear me!" Rarity cried, stepping into some of Squirk's ink and seeing her hooves in it. "What is this garish stuff?!"

"It's ink, sweetheart!" Rattrap called while hiding behind some dunes. "It'll wash off! It ain't corrosive or anything."

Meanwhile, pulling out her party cannon, Pinkie Pie aimed it at Squirk and fired it at him! A whole cake hitting him just below his eye.

"Hey fish breath!" The Princess of Laughter called out. "Hope you like cake!"

Grunting, Squirk threw out one of his tentacles and attempted to strike at Pinkie Pie, but she ducked out of the way, though the tentacle did end up hitting her party cannon.

Devastated by the destruction of her party cannon, Pinkie glared up at Squirk.

"That party cannon was PRICELESS!" She screeched just as the sounds of humming were heard from beneath the surface.

"Hey guys, look!" Rainbow Dash called. "What is that?!"

"Is it more seaponies coming to help?" Skystar cried. "I hope it is!"

But Twilight sensed that it wasn't. As if to prove her point, light shot up through the water and several different underwater sea creatures surfaced: A large bluish-green snapping turtle; a bluish-pink squid; a green lobster with gray claws; a large gray megalodon; a green and gray manta ray; and a purple rockfish.

"What kind of seaponies are those?!" Fluttershy cried in fear, intimidated by the arrival of these new creatures.

…

However, up on the moon, Grogar saw otherwise. "Excellent," He remarked while the magically bound Lavan looked on. "My new Predacons have awakened."

"What?" Lavan cried as he struggled against his bonds. "What new Predacons?! Now you're giving him an army?!"

"Patience, Lavan!" Grogar commanded. "Watch and learn!"

Roaring, the newly formed Predacons turned towards the fighting armies and stood by their leader.

"Seacons, terrorize!" The snapping turtle shouted in a pirate-like voice similar to Megatron's.

"What?!" Optimus called out, taking aback by the sudden presence of the newly minted enemies. "What in the name of the allspark..."

"Tentakil, terrorize!" The squid shouted as he transformed from squid to robot and stood on the beach while the others followed suit, transforming and landing on the beach.

"Nautilator, terrorize!" The lobster shouted.

"Overbite, terrorize!" The megalodon roared.

"Seawing, terrorize!" The manta ray declared.

"Skalor, terrorize!" The rockfish cried.

"Snaptrap, terrorize!" The snapping turtle hollered.

Horrified, Twilight watched as the newly formed Predacons advanced on the weakened Cheetor.

"Cheetor, look out!" Optimus called as the new Predacons advanced towards the injured Maximal scout and stasis pod. "Behind you!"

Groaning, Cheetor turned and weakly gasped as he reached for his weapon, determined to protect the pod at all costs.

"Thar be our treasure!" Snaptrap declared, pointing to the stasis pod. "Hand it over, scurvy sea dog!"

"Over my sparkless body!" Cheetor protested and fired his gun at the enemies. But they were unfazed.

"Tentakil, gut this landlubber!" Snaptrap commanded.

"With pleasure!" Tentakil replied as he used one of his tentacle arms to wrap around Cheetor's neck in a chokehold. "Come here, kitty cat! Prepare to enter the matrix!"

Gasping, Cheetor was lifted high into the air!

"Hang on!" Applejack cried as she ran towards Cheetor! "Nopony does that to my friends!"

"Or mine!" Rarity shouted, firing a blast of her magic. But the other Predacons anticipated this and the remainder of them turned to the charging Applejack and Rarity.

"Time to walk the plank!" Overbite shouted, aiming his large cannon at Rarity and firing it at her, causing her to be sent flying while screaming loudly.

Landing hard on the beach, Rarity attempted to get back up, but found that she couldn't.

"I'm…I'm hurt!" She cried before screaming in a loud dramatic voice. "YOU HURT ME, YOU RUFFIAN! THIS... MEANS... WAR!"

Hearing Rarity's screams, Rainbow Dash turned to her only to be struck by one of Squirk's tentacles! The hit sent an unconscious Rainbow Dash into the water.

"Don't interfere with our work, ponies," Squirk coldly remarked. "See what happens when you try to be a hero?"

Enraged, Twilight fired a blast of alicorn magic from her horn and began to spin around like a top, attempting to create a tornado. But Squirk took notice and fired a blast of ink at Twilight, canceling her attack and sending her flying back into the throne room, nearly hitting Queen Novo!

"Twilight!" The queen cried as Twilight slowly got back up with her entire body drenched in ink. Racing over to Twilight, Novo assessed her condition. "Are you okay?"

"I'm…fine," Twilight coughed as she spat out some ink. "I've felt worse."

Enraged at what just happened to her equal, Queen Novo snarled as she flew out the window and joined the battle as Squirk flung his tentacles at various groups of hippogriffs, striking them over and over again! Letting out a loud screech, Novo's presence seemed to rejuvenate the other forces.

"Squirk!" She shouted in a commanding voice, much to Skystar's equal delight and confusion.

"Mom? Are you…?" Skystar cried out only to be silenced by Fluttershy.

Novo glared at the hybrid sea creature while he glared back at her. "You have some nerve showing your face again!" She shouted in a commanding voice. "My grandparents banished you for your crimes!"

"And thanks to Grogar, I have a second lease on life!" Squirk laughed back, smiling sinisterly at Novo. "Now I shall finish what I started so long ago!"

Roaring, Squirk used his powers to make the sky around Mount Aris darken and the waves began to swirl around him in a rotating pattern.

"I am the ruler of all the oceans!" He cried out, the strong winds knocking all fliers off balance. "The waves obey my every whim!"

"What's happening?" Pinkie Pie gasped as the combined wind and waves were already messing up her curly mane.

"Unusual weather we're having, isn't it?!" Rattrap screamed to Pinkie Pie, gesturing for her to come over and take cover with her.

"The sea and all its spoils bow to my power!" Squirk commanded and a few moments later, the creature's powers began to pull previously sunken ships up to the surface, including the ship that had recently sunk!

…

As the winds and waves continued to be riled up by his powers, Squirk continued to unleash his power on all who opposed him. Twilight could hear the screams and felt that she needed to get back in the game.

"Leave them alone, Squirk!" Queen Novo commanded in a commanding voice as she watched several more of her subjects fall into the water below. "This is between me and you!"

"Mom, are you crazy?!" Skystar cried above the tempest. "He's too dangerous! Save yourself!"

"You should listen to your daughter, Novo," Squirk suggested in a sarcastic voice. "The little one has such fear. No doubt she already lost her father, my only regret is that the Storm King got to him before I could. But I'll take great pleasure in doing to you what the Storm King never could!"

Taking a deep breath, Squirk fired a blast of ink at Skystar only for it to be intercepted by Twilight. Despite the soaking ink on her body, Twilight was determined to protect Skystar and the rest of the Hippogriffs.

"ENOUGH!" Twilight cried in her royal Canterlot voice, the echoes sending Squirk back slightly. "Leave them alone, murderer! You've caused enough destruction for one lifetime!"

Squirk found Twilight's accusation amusing and could only smile.

"A murderer? Me?" He remarked in fake shock. "Why do you call me that? Because I sank one of your ships?"

He then pointed towards the newly made Predacons as they held Cheetor, Rodimus, Skids and Mudflap hostage. "Look for yourself! These are your sailors…reborn as servants to Grogar!"

Twilight felt her heart sink at the realization that the new Predacons were in reality among Equestria's finest.

Taking another deep breath, Squirk prepared to fire another large blast of ink at Twilight. But before he could do so, several blinding lights appeared and roaring in agony, Squirk fell into the water as the lights grew more and more blinding.

At the same time, the stasis pod that Cheetor and the other Maximals were defending opened, its spirit diving into the water.

"No…it can't be!" Rampage gasped as a transmetal manta ray emerged from the water, glaring down at him and the new Predacons. "No! No! Impossible! You can't have survived!"

"That's right, Protoform X, I live!" Depth Charge's voice rang out. "Depth Charge, Maximize!"

Transforming from manta ray to robot, Depth Charge fired his weapons at the Predacons, blasting them one by one.

At the same time, the other two lights joined forces and materialized into one being: Half tiger and half peregrine falcon. Letting out a loud roar, the hybrid creature transformed and Optimus could not believe what he was seeing. "Tigerhawk!" He called.

The fused transformer flew towards Squirk, throwing several punches at him, causing the beast to roar in pain. Then, bringing his powers together, Tigerhawk fired at the sky and caused a tornado to fall onto the beach!

Screaming, the other princesses and all the Maximals held on for dear life as the tornado blew the newly minted Predacons off the beach and into the surging waters, while Depth Charge continued to have his way with Rampage.

"Fear me, Protoform X!" Depth Charge snarled, placing his weapon at Rampage's throat. "I shall destroy you again!"

"I don't think so!" Rampage declared, while kneeing Depth Charge in the groin. Taking his weapon, Rampage attempted to fire at Depth Charge.

But this gave Skids and Mudflap the opportunity they had been waiting for, firing their weapons and sending Rampage into the water, allowing him to be sucked up screaming by the tornado along with the new Predacons!

But Tigerhawk wasn't done yet. Raising his armpit, he fired a missile from underneath his wing and hit Squirk with it, wounding him in the stomach and knocking him over a ledge. Knocked out cold, Squirk fell into the water! Just like that, the battle at Mount Aris was over.

…

With the battle over, Tigerhawk flew down onto the beach as Twilight looked on in shock and amazement while going down to check on her friends.

"Tigerhawk? Alive?" Rhinox asked, looking at Optimus.

"It seems that way." Optimus whispered.

Suddenly, Tigerhawk began to glow and the two lights reappeared, revealing two separate transformers: One with the form of a tiger, the other with the form of a peregrine falcon.

"Tigatron? Air Razor?" Rattrap asked with a shocked look on his face. "But how?"

"It's a long story," Air Razor explained. "A strong force sent us here. A force that…seemed evil, but really is not."

"Yes, this force seemed…like he was atoning for past misgivings." Tigatron added.

"Was that the same with you, Depth Charge?" Optimus asked, turning to the seabound Maximal. "Were you resurrected by this force?"

"Beats me," Depth Charge replied in an uncaring tone of voice. "All that matters is that Protoform X is back. Whoever resurrected him will suffer my wrath! Beast mode!"

Transforming back into a manta ray, Depth Charge dove back into the sea while Optimus looked in disappointment.

"Such a hardhead," Otpimus sighed, before turning back to Twilight as the injured Rarity and Rainbow Dash were loaded onto stretchers. "Are you all right, Princess Twilight? You ponies are more easily wounded compared to us Maximals."

"I've…been better, but I'll live," Twilight replied while trying to shake the oil off of her wings. "What about your group?"

"Cheetor was damaged quite badly," Optimus sighed again as Cheetor was carried away by Skids and Mudflap. "He'll probably be spending a lot of time in the CR Chamber," Then he added. "And I'm... sorry about your sailors."

This made Twilight look away in disbelief. She couldn't bear the thought of what her sailors' last moments were like.

"Part of me is wondering whether or not Grogar and Squirk have been working together," She somberly remarked, walking towards the shore where a sailor's cap washed up on the beach. "If they did, we need to know more about it."

"It's likely that there were stasis pods in the water," Optimus sadly remarked. "Stasis pods that had Maximal protoforms inside, but have now been converted to Predacons."

Just then, Novo and Skystar flew down and joined them on the beach.

"How many casualties, Queen Novo?" Twilight asked.

"One hundred and fifty dead, seventy five injured," Novo somberly answered, looking back towards her damaged kingdom. "It's going to take some time for repairs to be made to Hippogriffia. This is even worse than the Storm King's invasion."

"Am I still grounded?" Skystar asked, looking up at her mother. "Remember, one small thing can make a difference."

"I suppose you're right about that, Skystar," Novo sighed, shrugging her shoulders. "I won't ground you for leaving the shelter. Besides, I've got more important matters to worry about."

"As do I," Twilight replied as she watched her friends leave the beach accompanied by the Maximals and their newly reborn comrades.

…

Little did anyone in the group know that while they were all recovering, Squirk's unconscious form disappeared quietly. When he opened his eyes, he found himself in a large tank with Grogar standing in front of him, accompanied by Sombra and Scarface.

"Where…where am I?" Squirk asked as his vision slowly returned.

"So, you have awakened, king of the seas," Grogar remarked. "Do you know where you are?"

"You have me in a strange prism, Grogar." Squirk answered.

"No, it's a tank. Prepared especially for you in anticipation of your arrival to my castle." Grogar explained.

Looking around, Squirk slowly understood where he was.

"Since you are a sea creature," Sombra informed Suqirk. "You're going to need water to survive, so we planned ahead."

"Indeed," Grogar remarked even as his back was turned to Squirk. "I provided you with protection after you were banished by your former kind, and I shall provide protection for you now. I could always use another ally in the war to retake my kingdom."

Using his magic, Grogar produced his crystal ball and activated it, showing Squirk the damage he and the new Predacons had inflicted upon Mount Aris.

"For a first battle, you did very well," Grogar smiled, showing off the destruction and death. "One hundred and fifty dead and seventy five injured. Although you didn't actually destroy Mount Aris, you left it weakened. You've also dealt a psychological blow to one of Equestria's allies."

Sending the Crystal Ball away, Grogar looked up at Squirk and produced a sinister smile.

"The first of many," He declared as he, Sombra and Scarface turned away to leave the dungeons. "I hope you enjoy your new surroundings, Squirk."

"Wait!" Squirk called, stopping the three from leaving. "What about…?"

"The new Predacons I helped you create?" Grogar finished. "They are being repaired for the next time I need them. Don't worry, you shall see them again when the time is right."

Watching them leave, Squirk sighed grateful that he was given the chance to fight another day.

…

Meanwhile, Twilight was back at her castle getting a bath from Spike to wash off the remains of Squirk's ink.

"Since when is ink so difficult to wash off?" Spike grunted, trying to press down on his big sister's back.

"It's always been difficult to wash off, Spike," Twilight groaned. "Just as the death toll will be as it grows. But, thanks to Discord, we managed to survive this latest battle."

"How?" Spike asked.

"Do you remember my latest correspondence with him?" Twilight explained. "The one where he said he would try and find a way to better prepare us by channeling Grogar's ability to bring back the dead?"

This made the young dragon's eyes widen. "Those creatures that Optimus and the other Maximals know?" Spike asked. "They were resurrected?"

"Yes, Spike," Twilight answered. "Grogar has the power to bring back the dead. And Discord was able to copy it."

"So what he did to Tirek, Chrysalis and Cozy Glow…but, wait a minute," Spike realized. "They weren't dead, they were just turned to stone."

"Same thing, Spike," Twilight remarked. "Turned to stone, killed in battle, Grogar has the power to do it all. Something tells me that his bell was stolen again."

"But didn't Starswirl cast a spell to prevent anypony from stealing it again?" Spike questioned. "How could he have found it?"

Just then, there was a knock at the door and in stepped Celestia. "Twilight," She said as she approached the bathtub. "Starlight wanted me to tell you that Rarity and Rainbow Dash are doing fine at Ponyville General Hospital."

"How badly hurt are they, Celestia?" Twilight asked as Celestia sat down on a chair.

"Their injuries are not life threatening, thank goodness. In time they will recover," Celestia answered. "But how are you feeling in terms of your mental health?"

"I'll live, Celestia," Twilight sighed. "I'll live. I just hope the same can be said for Equestria now that the war has begun in earnest. Who knows how many more will suffer and die before it's over? I can only hope our side wins, and without too steep a price."

…

Episode 16: "A Pox on You!"

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

Episode 17: "Twilight's New Secretary"

Author's Note

Episode Summary: Realizing that she needs a secretary to help handle her work, Twilight and Spike consider Moondancer for the job.

Cast:

Tara Strong as Princess Twilight Sparkle

Cathy Wesluck as Spike

Kazumi Evans as Moondancer

Ashliegh Ball as Lemon Hearts

Rebecca Hussian as Minuette

Tabitha St. Germain as Twinkleshine/"Muffins"/First Folio

Andrea Libman as Morning Roast

Britt Irvin as Luster Dawn

Veena Sood as Fire Blaster

Bill Newton as Moon Dusk

Scott McNeil as Greedy Fat Cat

…

"My Little Pony: Friendship Is Magic" Season 11, Episode 17

"Twilight's New Secretary"

Written by Jeff Snyder (TwilightSparkle3562)

Edited by SuperPinkBrony12

Episode 17: "Twilight's New Secretary"

…

One morning, Moondancer arrived at Donut Joe's shop in Canterlot for breakfast with three of her pony friends. It was a time that Moondancer greatly looked forward to. Ever since coming out of her shell, Moondancer had found the gatherings to be beneficial in maintaining her friendships with ponies she might have previously ignored. As she stepped into the donut shop, Moondancer saw her friends and sat down.

"Ah, Moondancer, glad you could join us," Lemon Hearts greeted and then asked her fellow unicorn. "Did you read the Canterlot Chronicle?"

"I can't say that I have," Moondancer replied in a confused voice. "Is this related to the battle of Mount Aris that took place recently?"

"Well, yes," Minutette remarked in a tone surprisingly void of her usual chipper nature. "But there's something else that's making headway."

Passing the latest copy over to Moondancer, Minuette and the others watched as their friend studied the article.

"I don't get it," Moondancer wondered aloud. "Why does Twilight need a secretary? Doesn't she have Spike as her assistant?"

"Well, yeah," Twinkleshine pointed out. "But I guess the workload has been getting to be too much for even him. He's now the number one assistant for the first ruler to see us at war in over a thousand years. I can't imagine all the paperwork that the war must be bringing."

To Moondancer, the statement came as a surprise. She worried that Twilight might be beginning to crack under the pressure. "I see," She nodded while adjusting her glasses. "Well, if it's a secretary job, I'm sure she can find a pony who's studious enough to maintain all her important documents. I imagine she's already gotten a thousand requests for job interviews if word of this is in a public paper."

But instead, all three unicorn mares looked at their friend intently.

"Why are you all looking at me like that?" Moondancer awkwardly inquired.

"Moondancer, isn't it obvious?" Minuette asked as she took a bite out of a donut. "You could be considered a front runner for the job. I mean, you know Twilight more than any of us. You two were so close that Twilight moving away caused you to become a shut in."

Twinkleshine not so secretly glared at Minuette as she added. "Besides, haven't you considered getting a more permanent job? A job that you could see yourself doing for years and years?"

Moondancer took a bite out of her donut and contemplated what was being said "I…I have considered that possibility," She stammered. "But isn't the job market for my areas of interest low? I mean, there are plenty of other good jobs available, such as a librarian. I would be really good as a librarian, I think." Taking a book out of her saddlebag, Moondancer placed it on the table. But the rest of her friends weren't convinced by her words.

"Yeah, we would be able to support you as a librarian, Moondancer," Minuette chimed in. "But we think you should at least give something else a try. Get out of the books and think about getting the bits. Maybe even see the world."

"Girls," Moondancer gulped as she took another bite of her donut. "Being in a library…is all I really know how to do. I can help ponies find whatever books they want, it's nice and quiet and I can be free to do research in my free time. Besides, I'm friends with First Folio. Landing a job with her shouldn't be a problem."

At that moment, a light green colored earth pony stallion came walking in. He was wearing a green tie and black sport coat. He approached the table, sneering at Moondancer. "I would take your friends' advice, Moondancer," He declared. "After all, do you know why I'm here?"

Moondancer cowered at the pony's dirty appearance, a foul smell coming off of him. "Your latest rent is overdue," He said in a gruff voice. "I'm tired of hearing your 'excuses'."

"Look, I'll get you the money, Greedy Fatcat," Moondancer replied as she tried not to snarl. "It's just that…I haven't really had a chance to…"

Before Moondancer could finish her sentence, the earth pony stallion stood up and glared into her face. "I've begun to run out of patience with you, young filly," He said, bending down and looking intently at her. "If I don't get my money by the end of this week, I'm putting you out on the streets. Is that clear?! Twilight Sparkle was always good at paying her rent on time when she lived in that old tower, and that was long before she became a princess. No reason why a grown pony like you can't do the same. Do you understand?"

Nodding nervously and without saying a word, Moondancer turned her attention back to her friends. However, none of them were in the mood for talking.

"Now, if you'll excuse me," Greedy Fatcat spoke with Moondancer's back turned to him. "I'm off to get my breakfast."

With her landlord gone, Moondancer felt that time was now of the essence for her!

…

Back at the Castle of Friendship, another day of learning about friendship came to an end and Luster Dawn left to spend some alone time with her mentor. By now, Luster had come to be fully settled with living in her new hometown. Although she couldn't help but feel slightly intimidated by the presence of the guards that now stood in front of Twilight's castle. She knew Equestria was in a state of war, but she didn't like how that seemed to make her mentor and idol so hard to approach.

"Um, hi," Luster said nervously to the guards, but the guards didn't reply. "Nice day, isn't it?"

The guards said nothing.

"I guess you aren't in the mood for talking," Luster remarked under her breath as she knocked on the door. "You are protecting the Supreme Princess of Equestria, after all. I suppose you have to find something to do."

A few moments later, Spike answered the door. "Oh hey, Luster!" He greeted while gesturing for the pink coated unicorn to come inside. "Glad you're here. Twilight's been expecting you."

"What does she have planned for me this time?" Luster asked as the young dragon led her to her mentor's study.

"I think you might find it interesting," Spike answered. "Did you read the Canterlot Chronicle?"

"I don't really read the news. What's in the Chronicle?" Luster asked with concern. "Is everything alright?"

"Well, it's something that a pony like you may not be interested in." Spike said with a slightly embarrassed look on his face.

"I'm open to whatever Princess Twilight wants me to learn," Luster replied, suspecting nothing. "So go ahead, tell me."

But Spike felt like he wasn't the one to answer Luster's question. "Perhaps you ought to see for yourself."

Opening the door, Luster was led into Twilight's study where she saw her mentor stressed and her mane frazzled while looking down at her desk.

"Um, Princess Twilight?" Luster asked, causing Twilight to stammer slightly as her concentration broke. "What's going on here?"

"Oh... uh... h-hi, Luster!" Twilight stammered while looking over at her personal protégé. "Sorry for looking so, uh…"

"Frazzled?" Luster remarked as Twilight hastily straightened out her mane in front of the young unicorn. "Don't worry, I've had those kinds of days sometimes. What's on your desk?"

With her hoof caught in the cookie jar, Twilight showed Luster what she was looking at. A pile of applications!

"Applications?!" Luster Dawn realized. "Applications for what?"

"A secretary, Luster Dawn," Spike answered. "Can you believe that with all that's going on we don't even…"

But a clearing of Twilight's throat caused Spike to stop answering for his big sister. "Right, I'll let you answer that." He meekly chuckled as he flew out of the study, leaving Luster and Twilight alone.

Once the door was closed, Twilight finished what her royal advisor had started to explain. "Ever since I became supreme ruler of Equestria, I've managed to get everything done except for one thing…"

"Hire a secretary?" Luster guessed.

"Bingo!" Twilight nodded while taking the applications away in her aura. "The fact is that I can't manage both running Equestria and answering all the mail that lands on my desk. Do you know how many times the mailmare comes here and to my royal quarters in Canterlot?"

Almost as if on cue, a gray coated pegasus mare pony flew into the room.

"Um, Muffins," Twilight cleared her throat, directing her to look at Luster Dawn. "Forgive me, but…I happen to be teaching my protégé here if you don't mind."

"Teaching what?" "Muffins" asked. "Don't worry about me, I'll just leave these here for you to sort out. I've still got lots of other ponies to tend to on my route." She left an entire mailbag full of letters on the floor of Twilight's study before leaving, but not before banging into the wall of the study due to her wall eyed condition.

Once "Muffins" was gone, Luster turned over to look at the large mail bag that had been dropped off.

"I mean, there's nothing with Muffins frequently dropping off mail, of course," Twilight blushed. "It's her job, after all. But it's getting to be a little too much for one fragile minded pony like me. And poor Spike just can't keep up anymore."

"I'll say!" Luster remarked while peeking inside the bag. "Where does all this mail come from?!"

"From all over Equestria," Twilight explained. "There's even a special area of many post offices that are reserved for mail addressed to me. At least, that's what Muffins tells me."

Suspecting that this what she'd been called in for, Luster declared. "If there's anything I can do to help, Princess Twilight…"

"Actually, there is, Luster," Twilight declared as Luster pulled herself out of the mail bag and turned back to her mentor. "Tell me, are you at all familiar with a pony named Moondancer?"

"The pony who looks exactly like you but with different colors, and wears a black wool turtleneck sweater? Yeah, I know who she is," Luster nodded. "We actually crossed paths a few times at the Canterlot Library. Why do you ask?"

"I'm just thinking," Twilight proposed. "She may be the only pony who can truly be my secretary. But taking her out of her element isn't going to be easy as pie."

This made Luster slightly confused.

"But, I thought you already took Moondancer out of her element with that party," Luster explained. "The "I'm Sorry I Completely Ignored You" Party you once taught me about? The one you, Spike and Princess Pinkie Pie threw for her?"

"That was different, Luster," Twilight corrected. "Moondancer has always had a secondary element aside from her frequent studying, the library. Taking her away from the library is like…how shall I put this? Like taking Celestia away from her sweets."

"Professor Celestia sure loves her sweets." Luster giggled briefly, only to quickly correct herself. "Sorry, go on."

"The fact is, Luster," Twilight continued while draping a wing over her student. "I think it would do both her and I some good if she becomes my secretary. She's studious and organized like myself and I can't think of nopony else better to be my secretary, if she wants the job. That's where you come in."

Luster then asked. "What do I do, Princess Twilight?"

"Do you have any plans to return to Canterlot over this coming weekend?" Twilight questioned her student.

"Well, my grandfather's birthday is this weekend in Canterlot," Luster confirmed. "Plus, I've been meaning to see Moondancer again since I moved here. I trust you want me to convince Moondancer to be your secretary?"

With a stamp of her hoof, Twilight made her answer clearly. "Correct!" She declared. "I can't think of anypony more qualified."

But Luster suspected something else was ahoof as she questioned. "Then why don't you offer the position to her yourself, if you don't mind me asking?"

"I think it's better if Moondancer hears it from you instead of me," Twilight explained. "I'm not sure if she's entirely forgiven me just yet for all the years of unintentional neglect."

…

Meanwhile, Moondancer and her friends were recoiling from the encounter with the former introvert's landlord. Sitting at the table now felt more uncomfortable than relaxing given the events that had just transpired.

"Is he always like that, Moondancer?" Lemon Hearts asked with a worried look on her face.

"Unfortunately, yes," Moondancer somberly replied. "Lately, I haven't been keeping up with the rent. All I've been doing is spending all my time at the library and using some of my inheritance to pay said rent."

"Hold on, hold on, hold on!" Minuette exclaimed while waving her forelegs back and forth. "You got an inheritance? When?"

"About five years ago, from my grandparents after they passed," Moondancer explained. "I thought it would keep me financially secured. But I guess that's not the case, even though I'm careful to control my spending."

The three unicorn mares looked at each other closely and then they felt that something needed to be done.

"Moondancer, this is why you need to look for a job," Twinkleshine declared while taking the book from Moondancer. "Something that doesn't involve you being in a book all day. Something that'll keep a roof over your head. Please, we're asking you as your friends."

With the odds against her, Moondancer had very little choice in the matter. "I mean, if you really want me to consider looking for a job," She sighed. "I might…take a chance at it. But can I talk to First Folio first and get her input? We are close friends after all. At least she can give me some advice."

…

Knowing that her friends were unconvinced, Moondancer bade her friends goodbye and headed over to Canterlot Library, her sanctuary from the troubles of everyday life in Equestria and her home away from home. Sitting at her usual sitting spot in the library, Moondancer didn't look at a book, but the newspaper that had Twilight's ad in the paper.

"Moondancer?" First Folio called as she trotted over towards Moondancer. "I didn't expect to see you here so soon. Don't you usually come later?"

"Sort of, First Folio," Moondancer sighed while putting the paper down. "Had an encounter with my landlord this morning at Donut Joe's."

First Folio's eyes widened in disbelief! "Greedy Fatcat?!" She remarked in a hushed voice. "That pickpocketing pony's at it again?! How much does he want for rent this time?!"

"I'm not sure, he didn't mention a price," Moondancer replied and sighed. "Look, I rarely make requests, but do you have any books on how to get your landlord off your back? I could sure use some."

Feeling sorry for Moondancer, First Folio sat down next to her friend. "Sadly, those kinds of books don't exist, Moondancer," She remarked while taking a look at the paper. "It says here that…"

"0Twilight is seeking a secretary?" Moondancer finished. "Yeah yeah, I know. The thing is, Twilight's supreme princess now. What do you think she'll expect to see in someone like me? She'll want the best of the best, and I doubt I fit that criteria."

However, First Folio had a sense that Moondancer was hiding something from her. "Well, Moondancer," She remarked while adjusting her own glasses. "I think there may still be a way for you to stand up to your landlord. Come with me down to my office and I'll explain."

Following her friend down to the libraries' basement, Moondancer wasn't sure of what was to happen. But as she followed First Folio, she noticed her dirty landlord looking right at her with a scowl on his face, which made her feel very uncomfortable.

…

"Sit down, Moondancer," First Folio gestured to her friend when they reached Folio's office. Moondancer obeyed, placing the newspaper on the desk. "There is only one way for you to stand up to your landlord, get him off your back. You need to find a trade…a job." Folio insisted.

"I know that," Moondancer protested. "But I already have an ideal job picked out. I want it to be in a library like this, myself among books. My friends all want me to seek a job as Twilight's secretary, but…but…"

"But what?" First Folio questioned. "Are you afraid to change for the better again? I know how much of a shut in you used to be, and it pains me to see you still shutting yourself off like this."

"All I've ever been able to do was to be in a library, be a librarian among other bookworms like me," Moondancer explained. "I know I wouldn't make a lot of money, but it would make my life worthwhile. Isn't that what's most important?"

Sitting back in her desk, First Folio contemplated what Moondancer said as she played around with a stack of recent bits she had collected. "The fact of the matter is, Moondancer," She finally declared. "Being a librarian is rewarding. But financially, it's not enough. I mean…I make three hundred bits a week, and sometimes just a week's pay isn't enough to cover my own rent."

"What is the rent on your home?" Moondancer asked.

"Five hundred and fifty bits a month," First Folio answered. "The rest of that comes from parts of what I make from overdue returns. It may seem like it's stupid but it's true. But you don't have to endure what I feel on a daily basis. You can make so many bits as Twilight's secretary. And I know you'd be good at it."

"Are you saying…" Moondacer asked while briefly turning away from First Folio. "That I need to give up being in the library forever? I like it here!"

Sighing, First Folio could identify her friend's pain. "You don't need to give up being in the library forever, Moondancer," She declared while placing her forelegs on Moondancer's. "But you can't spend all your time here. You have friends to spend time with outside of these walls. As your close friend, I think it would do you some good."

Suddenly, First Folio got another suspicion regarding Moondancer. "Unless," She pondered. "Maybe you still haven't fully forgiven Twilight for what happened?"

"When she didn't show up for my party?" Moondancer asked, jumping back out of her seat slightly in disgust. "Part of me still hasn't forgiven her for that, First Folio! How could I work for a pony that would do such a thing to me, even if it was unintentional?! That was the first time I opened myself up to others, and the pony I felt inspired by didn't even bother to show up! That's not something I can just forget, even if I want to."

"Bear in mind, Moondancer," First Folio countered back in a calm voice. "That this pony is also your supreme princess, and your friend."

"Do you think that matters, First Folio?" Moondancer asked in a loud voice. "When she failed to return that book Dusty Pages loaned to her, did you expect her to be supreme princess? Because I certainly didn't! It showed me that Twilight still didn't truly care, because if she did there's no way she'd have let a book from her favorite librarian get so overdue! Even I didn't know she still had it, or I'd have returned the book myself."

Flabbergasted, First Folio let her guard down. "Perhaps you need to really consider putting the past behind you, Moondancer," She suggested, trotting over to Moondancer as she looked away. "If Twilight is to fully atone for what happened, then why shouldn't you do the same? She apologized for both incidents, and has been through so much since then. You have too."

"Look, Folio," Moondancer weakly replied. "I…I need to go!" With tears in her eyes, Moondancer left the office.

…

A few days later, Luster Dawn and her family were aboard the Friendship Express bound for Canterlot. It was meant to be for the celebration of her grandfather's birthday, but for Twilight's faithful student there was an entirely different agenda to follow. "Hey Mom," She asked her mother. "While we're here, do you think I could visit Moondancer at some point? There's something the princess asked me to do that involves her."

"Moondancer?" Fire Blaster remarked. "We haven't seen her since we moved from Canterlot. Of course you can, honey!"

"Good," Luster smiled. "Because Princess Twilight asked me to get her to take up that position of secretary. I'd hate to let the supreme princess down."

"Personally, I think Moondancer would be great at a job like that," Moon Dusk declared as he turned to his wife and daughter. "She's got the organizational skills that Princess Twilight is looking for."

"But keep in mind, she won't be pulled from the library so easily," Fire Blaster cautioned. "We all know how much of an attraction Moondancer has to the Canterlot Public Library."

"Like I once did," Luster Dawn sighed to her parents. "Before we moved to Ponyville, of course," Looking out the window of the train, Luster Dawn looked up to the sky and saw a pair of clouds in the shapes of two ponies reading a book together. But, it wasn't just anypony reading the book, it was herself and Moondancer. "In a way, I can understand how she might be feeling," She said to her parents. "Having all these possible changes thrusted upon you. Remember how I was like that when we first moved to Ponyville?"

"That's true, Luster," Fire Blaster smiled. "And look at yourself now…starting to embrace being around other ponies and creatures just like you."

…

The train pulled into the station a little later. Luster Dawn and her parents got onto the platform and then proceeded towards their old neighborhood not far from Canterlot Stadium.

"How we've missed this place," Moon Dusk remarked, looking at all of the homes that he instantly recognized. "It'll be good to see everypony again."

"Don't forget my father, dear," Fire Blaster reminded her husband. "This is his birthday, you know."

"Of course." Moon Dusk nervously blushed and chuckled.

As they walked into their old neighborhood, Luster Dawn turned her attention over to Moondancer's house. Immediately, a thought came inside of her that she felt like she needed to check on Moondancer.

"Luster Dawn?" Fire Blaster called upon seeing her daughter stare at Moondancer's house. "Are you coming? Your grandfather will be waiting."

"Um... s-sure," Luster stammered, looking back to her parents. "But, could you maybe wait for me for a second or two? I want to see if Moondancer is home."

Confused, her parents followed Luster Dawn to Moondancer's front door as she knocked on it. Standing in front of the door, Luster waited for whoever was on the inside to respond.

A few moments later, the door opened to reveal a unicorn mare with a mane in a tight bun. "Yes?" The pony asked, much to Luster's confusion. "Who are you?"

"Morning Roast, don't you remember me? Luster Dawn." Luster asked the unicorn mare.

It took a moment for the pony to recognize Luster. "Luster Dawn?" Morning Roast declared while chuckling slightly and nudging Luster playfully in the side. "Almost didn't recognize you there. What can I do for you?"

"Is Moondancer here?" Luster asked.

Morning Roast turned away from Luster for a moment. "I don't think she'll want to see anypony at the moment. She's a little…"

"Who is it, Morning?" Moondancer's voice called out, catching her sister's attention.

"It's Luster Dawn, Moondancer!" Morning Roast called back and the sounds of hoofbeats came towards the group, revealing Moondancer with her face stained with tears.

Luster was shocked by the face her old friend was displaying! "Moondancer, what happened?!" Luster asked as Moondancer wiped away a tear. "What's going on?!"

But Moondancer said nothing and instead gestured Luster Dawn to follow her inside as Morning Roast shut the door.

"I never really expected us to be meeting each other again under these circumstances," Luster remarked. "Why are you upset?"

Rather than answering Luster's question, Moondancer gestured for her friend to sit down on the sofa while Morning Roast stood outside the living room.

"It's…it's been a while, Luster Dawn," Moondancer cried, taking her glasses off and wiping away another tear. "He's getting onto me."

Luster became confused. "Who?"

"Greedy Fatcat, my landlord," Moondancer explained. "He's looking to get me out of my house, the one that Princess Twilight used to live in before she moved to Ponyville. Everypony here is asking for me to get a job, but…but…"

"You really don't want to?" Luster guessed.

"I want to get a job, but in a library!" Moondancer cried while looking right at Luster Dawn. "That's where my talents are and nowhere else! Yet ponies are telling me that I need to be Twilight's new secretary! But how can I even consider taking up that position, Luster? Especially after she hurt my feelings!"

"Moondancer," Luster Dawn said to the young unicorn. "When my family and I moved to Ponyville after the Legion of Doom's attack, I didn't want to change my life either. I wanted to stay at the School of Magic because it was the only world I'd ever known. But I have the option to come back here at any time and see my friends while also focusing on my new responsibilities."

Moondancer said nothing

"If there is one I've learned," Luster continued while briefly looking up at the ceiling "It's that sometimes change is for the better, even if we have to change our routines because of it."

Moondancer's eyes widened at the revelation of what Luster was saying!

"I can see you're afraid that you won't be able to do what you love forever…and at the same time, you want to make a change, but afraid you will lose a home…this home," Luster explained. "But a home is more than just a pile of bricks. Home is where the heart is. And I'm sure Princess Twilight can help you adjust if you take up her job offering. Whatever happened between you two is in the past, and in this time of war I think all of Equestria can agree that old wounds like this should be resolved. The choice is yours, though."

Deactivating her spell, Luster waited for Moondancer to make her decision while her sister and Luster's parents waited in the other room.

…

The next morning, Twilight was alerted to the sounds of knocking on her door at the Castle of Friendship. Opening the door, she saw Moondancer on the other side.

"Moondancer," Twilight asked in a slightly confused tone. "What are you doing here?"

"Twilight," Moondancer nervously replied. "I…I've come to answer your call for a secretary, if you want me, that is."

A small smile came to Twilight's face, grateful that Moondancer was going to work for her and her fellow princesses. "I couldn't think of anypony more qualified," Twilight remarked, escorting Moondancer inside. "We're just about to have breakfast in the dining room if you want to join us."

Being led to the dining room, Moondancer was amazed to discover her friends and her sister sitting at the dining table along with Luster Dawn.

"Everypony," Twilight announced. "I'd like you to meet my new secretary, Moondancer!"

As everypony cheered, Twilight looked over to Luster Dawn and winked at her. For Luster had done her first task as Twilight's pupil and had passed that task with flying colors.

Episode 18: "Of Mice and Mares"

Author's Note

Episode Summary: Applejack and Big Mac take in two drifters as hired hooves on the Apple Farm. However, they discover that one of them is wanted for a heinous crime.

Cast:

Ashleigh Ball as Applejack

Peter New as Big Macintosh

Michelle Creber as Posse Pony

Rebecca Shoichet as Sugar Belle

Tabitha St. Germain as Granny Smith's Ghost

William Shatner as Grand Pear

Gary Sinise as Scammer

John Malkovich as Skimmer

Scott McNeil as Chief Thunderhooves

Erin Matthews as Little Strongheart

Brian Drummond as Sheriff Silverstar

Michael Daingerfield as Braeburn

…

"My Little Pony: Friendship is Magic" Season 11, Episode 18

"Of Mice and Mares"

Written by Jeff Snyder (TwilightSparkle3562)

Edited by SuperPinkBrony12

Episode 18: "Of Mice and Mares"

…

As the sun rose on Sweet Apple Acres, the Apple Family prepared for another day of running their farm. Little did they realize of a pair of uninvited guests that would be intruding on their property.

"Boy howdy," Applejack remarked as she approached one of the many orchards on the farm. "We sure got our work cut out, don't we, Big Mac? That there's the biggest hunk of crops I've ever laid eyes on."

"Eeyup," Big Mac added. "Should be enough to meet our quota for the month, AJ. But uh, it does make you think that maybe we should…?"

"...Hire some help?" Applejack finished, looking at her big brother with a raised eyebrow. "We've talked about this already, big brother."

As Applejack spoke, Big Mac began to kick at one of the trees, causing several apples to fall into several buckets. "I'm just sayin', Applejack, that it's getting to be too much for all of us," Big Mac cautioned. "We need extra help around the farm, at least for now."

"But…who would be willin' to help us out?" Applejack wondered while kicking at another tree. "There isn't anypony else out there who's like us."

"You're a princess, Applejack," Big Macintosh remkared. "I'm sure you can use your authority to recruit some ponies. It's becomin' too much for just you, Apple Bloom and I to tend to these here trees."

As Big Mac spoke, some of the apples missed their target on Applejack's tree and landed on the ground, much to her embarrassment.

"You see what I mean?" Big Mac asked, looking at the apples on the ground. "I reckon if Granny were still alive, she would say the same thing."

Picking up her grounded apples, Applejack felt somewhat taken aback by her big brother's words.

…

Back in the Apple's house, Sugar Belle was at work baking the latest batch of apple pies when she suddenly heard a knock at the door. "Hmm? Who's there?" She called as another knock followed. Walking to the front door, Sugar Belle opened the door and discovered a pair of male earth pony stallions standing in front of her. One was red and big and the other was green and medium sized.

"May I…help you?" Sugar Belle asked in a confused voice.

"Um, is this Sweet Apple Acres?" The green coated pony asked in a slightly gruff voice.

"Scammer," The red coated pony interjected. "I don't think that…"

"Keep your yap shut, Skimmer!" The green coated pony whispered while glaring at his friend. "We need a job."

"A job?" Sugar Belle asked, slightly confused as the green coated pony turned back to her.

"Yes," The green coated pony answered. "The name's Scammer and this here's my cousin, Skimmer. We're looking for work."

"Where I get to tend them rabbits." Skimmer chirped before getting nudged on the side by his friend.

Scammer shook his head. "Skimmer, what did we talk about?"

Sugar Belle was slightly confused by the presence of these two ponies. Little would she or the others know of what background these two ponies were bringing to Sweet Apple Acres.

…

Although still confused at the sudden arrival of two random ponies, Sugar Belle allowed them inside the house. "Applejack and Big Mac are out in the orchards, but you're more than welcome to wait here," She offered. "My name's Sugar Belle, Big Mac's wife."

"Nice to meet you," Scammer replied, admiring one of the many pies already made. "These look delicious. You sell these?"

"Yeah, we sell them throughout Equestria," Sugar Belle answered as she placed several pies into the oven. "A lot of ponies and creatures love our pies. Where are you and your friend from?"

As Sugar Belle spoke, Skimmer took one of the pies, sat down at the kitchen table and began to eat it rather sloppily, much to his friend's embarrassment.

"Skimmer!" Scammer cried while sternly looking over at his friend. "That's not polite! We haven't even been asked yet!"

"Oh, it's all right, we're going to have extras anyway." Sugar Belle giggled, much to Skimmer's delight.

"Sorry, sorry," Scammer still apologized as he realized his error. "You'll have to excuse Skimmer here. He's a little bit…off in the head shall we say."

Sugar Belle looked over at the big red coated earth pony that was Skimmer. He reminded her of Big Macintosh and as a result in her mind, he seemed like a nice pony despite his flaws.

Just then, Skimmer began to turn his attention over to a small red towel used for decoration. Taking the towel, he began to rub his hooves on it.

"Skimmer put that back!" Scammer commanded. "Put it back I say!"

"But it's soft," Skimmer replied. "Scammer, it's soft."

Scammer frowned. "Yes, I know it's soft but it's not yours. Put it back!"

Whimpering, Skimmer placed the towel back where it belonged.

"Sorry about him," Scammer sighed. "It's just…how he was born, I suppose. Anyways, how long do you think that the heads of this house will be out?"

"They just left an hour ago for the fields," Sugar Belle remarked. "But if you'd like, Grand Pear should be back any minute now. You can talk to him about work."

"Who's Grand Pear?" Scammer asked, looking slightly confused.

"He's Big Mac and Applejack's grandfather," Sugar Belle explained. "He tends to the pears in the west orchard."

"Pears? But I thought this was an apple farm." Skimmer blinked in surprise.

"Well, we make pear products now too," Sugar Belle explained. "We produce Pear Jam, Pear Butter, Pear Soap…"

At that moment, an elderly male earth pony made his way into the kitchen carrying a bucket of pears. "Sugar Belle," He groaned as he struggled under the weight. "I need your help to put these pears into production before the day is out and…"

Suddenly, Grand Pear stopped speaking when he saw Scammer and Skimmer. "Can I help you?" he asked in a confused tone as he placed the pears on the table next to Skimmer.

"Um, yes, um, ahem," Scammer stuttered. "My friend and I were looking for work here."

"Hmm, well I was thinking about hiring some outside help," Grand Pear nodded. "Name's Grand Pear, partial owner of Sweet Apple Acres and you are…"

"Scammer, sir," Scammer answered. "And this is my friend, Skimmer."

Grand Pear looked over at Skimmer, seeing the devoured apple pie that he had been eating. "I see," He spoke, trying to not let the sight of a destroyed apple pie get in the way of his job. "As a matter of fact, I could use some help tending to the pear trees. Do you think you and your friend can give me a hoof?"

"Sure, we can do that," Scammer replied while gesturing for Skimmer to get up from the table. "Please lead the way…I guess."

Grand Pear said nothing. Leading the two ponies out of the kitchen, he brought them to the west orchard.

…

A little while later, Applejack and Big Macintosh came into the kitchen with their collected harvest of apples. Immediately, Applejack was greeted by the devoured apple pie on the kitchen table. "Um, Sugar Belle?" She asked while looking over at her sister-in-law. "Was somepony here just now?"

"Yes, two earth ponies," Sugar Belle replied. "They came here looking for work."

"See? I told you we need help around here," Big Mac commented while placing a bucket of apples on the kitchen counter. "Where are they, Sugar Belle?"

"Whoever they are," Applejack muttered. "They didn't pick up after themselves," Then she noticed the mussed up decorative towel that Skimmer had put back. "Okay, whoever this here pony is they're nothin' short of sloppy," She declared while trying to fix up the towel. "I mean, really…do they even understand that these towels are not for touchin'?"

"I'll say," Big Mac added while going over to see the towel for himself. "These here are Ma's decorative towels."

"He did seem a little 'Different in the head' to quote his friend," Sugar Belle declared. "But…"

Applejack blinked in surprise. "Who seemed a little different in the head?"

"Why, the red big colt who was just here," Sugar Belle pointed out. "He kind of looks like you, Big Mac."

Big Mac said nothing.

"They're with Grand Pear in the west orchard, helping him with the pear trees," Sugar Belle added. "They seem harmless to me."

Without saying a word, Big Mac and Applejack headed for the west orchard, leaving Sugar Belle alone with her assortment of apples and pears.

…

Meanwhile, in Appleloosa, Sheriff Silverstar was in the process of gathering a posse together. A heinous act had been committed in the town and he was on the hunt for a pair of ponies on a wanted poster. "All right, y'all," He declared to a group of five ponies, including Braeburn. "These are the no good varmints who carried out that act against one of our marefolk. According to the latest telegram, they've gone east towards Ponyville."

"They won't get away with this!" One of the posse cried.

"All of you have one task," Sheriff Silverstar declared while brandishing a rope. "Capture these two and bring them to justice!"

The posse cried out in support of their sherriff. But Braeburn didn't cheer. He had something else deep in his mind that was more concerning.

"Say, Braeburn, how come you ain't cheerin'?" Sheriff Silverstar questioned.

"Oh, uh, sorry y'all," Braeburn stammered. "It's just that…those two are headin' for Ponyville. My cousins might be in their path."

Sheriff Silverstars' eyes widened when he heard those words! Now a princess of Equestria was possibly in the path of the wanted criminals. "Well then, what are we waitin' for?! Let's go!" Sheriff Silverstar cried while dashing to the front door of his office and opening it up.

"Sherriff, wait a minute!" Braeburm called. "One of the vandals, he…he may not have realized what he was doin'."

"What he did was inappropriate and uncalled for," Sheriff Silverstar quietly replied. "Now let's vamoose out of here! We'll catch 'em before they do anythin' else bad!" So Braeburn reluctantly followed the posse.

No sooner did the posse start to leave Appleloosa when they were joined by several buffalo.

"Sherriff!" A gruff voice belonging to a buffalo wearing a feathered headdress with a blue base called. "Sorry we're late, I needed to wait for a few more of us to join. My tribe and I are pledging to help you find the offenders responsible for what happened in your town!"

Nodding, Sheriff Silverstar gestured for his posse and the buffalo to follow him. Braeburn reluctantly trailed behind, but he wasn't alone for long.

"It's that bad, isn't it?" A familiar young buffalo asked while walking alongside Braeburn.

"Yeah, but I'm convinced that hulkin' pony didn't understand what he was doin', Little Strongheart," remarked Braeburn. "He seemed…to be different minded."

"Still, it's not an excuse for such behavior," Little Strongheart declared, running to catch up with the combined posse. "Chief Thunderhooves would show no mercy if something like this happened in our tribe. Justice must be served!"

Despite his reluctance, Braeburn had to keep up with the posse. In his mind, he knew he wanted his cousins to be safe. But he also wanted the pony who committed the act to be punished accordingly, not excessively.

…

Back at Sweet Apple Acres, Grand Pear led Skimmer and Scammer towards the pear trees to help him out with his harvest. "So, you boys are lookin' for work, right?" He questioned them.

"Yes sir," Scammer nodded. "We come from a town not far from Appleloosa. Dodge Junction, to be precise."

Grand Pear then turned to Skimmer, who was taking in the sights of the pear trees. "What about him?"

"Skimmer?" Scammer remarked while gesturing for his friend to pay attention. "He's my cousin. Had an accident when he was a colt, got kicked in the head."

"By what?" Grand Pear asked.

Scammer explained. "By a cow, a really aggressive cow. My aunt asked me to take care of him, so that's what I've been doin'."

Grand Pear pondered and proceeded to start laying out buckets for the pears to fall off the tree. "So you say," He whispered and then asked. "So, can you buck trees?"

"Of course," Scammer replied with a grin. "Just watch!"

Standing back, Grand Pear allowed Scammer to kick at the pear trees. The pears fell off and into the buckets. The elder Pear was delighted to see such bucking. "Good," He smiled. "What about him?"

"Skimmer," Scammer directed his cousin to another tree that needed to be bucked. "Buck that tree."

But the dimwitted red stallion just stood there. "Use your hind legs," Scammer commanded. "Your back leg!"

Skimmer used his hind leg, but merely tapped against the tree causing only one pear to fall off into the bucket.

"You're gonna need to use both of them," Grand Pear explained. Sure enough, when Skimmer did that he hit the tree hard and several pears fell off and into the buckets. "Much better," Then he decided to give them both a challenge. "All right. Now, I want you both to buck these here trees within an hour. If you do that, then I will consider hirin' you both on as full time workers. Understood?"

"Yes sir!" Scammer replied as Skimmer did the same.

Smiling, Grand Pear left the two alone to do their task.

…

Returning to the house, Grand Pear brought the pears he'd bucked into the kitchen. "I've given those two an assignment to buck all those pear trees in an hour," He said to his grandchildren as he set the bucket of pears down on the kitchen counter. If they complete the task, I'm gonna hire them as workers."

However, as he spoke, he was greeted by the suspicious look on his middle granddaughter. "What's the matter, Applejack?" He asked before suddenly noticing the wrinkled towel that Skimmer had touched. "What happened to your mother's fine towel?!"

"One of the two ponies yer trainin' mussed it up," Applejack answered as Grand Pear inspected the towel. "Played around with it like it was his own."

"Must have been the one who has a poor sense of direction," Grand Pear muttered. "But I'm sure we can iron it back up to its nice lookin' self. Right now though, we need to get our products ready for shipment in the mornin'."

Taking the pies already baked, Sugar Belle loaded them onto a cart outside and pulled them into the barn, making several more trips afterwards.

…

One hour later, Scammer and Skimmer completed their work in the pear orchard and were bringing their harvest back when Skimmer began to see light coming from within the barn. "Scammer," he asked his friend. "Can I go to the barn?"

"Why?" Scammer remarked. "We're to report back to Grand Pear."

Skimmer then took notice of Sugar Belle bringing another supply of baked goods into the barn. "Pretty pony might need help," Skimmer said to Scammer, who sighed at knowing what his friend was probably going to have planned. "I'll not be long."

"All right," Scammer replied. "But, don't do anythin' stupid, understand? We came here to lay low, not bring more heat down on us. And don't forget, she's married."

So Skimmer trotted over to the barn just as Sugar Belle made her way inside, taking the latest assortment of baked goods off the cart and placing them next to the others. "All right, that should do it," She said to herself. But as she turned around to get back to the house, Skimmer stood in the doorway. "Oh uh, hi, Skimmer. Are you done with the pears?"

"Scammer and I did good," He replied and then asked Sugar Belle. "Need help here, miss?"

"Um, sure," Sugar Belle offered. "If you like, you can take that cart to the back and load up some more supplies."

Skimmer nodded. "Okay."

With Skimmer gone, Sugar Belle turned around to do a count of what she had brought to the barn.

…

A few moments later, Skimmer returned to the barn while bringing in a cartload of baked goods.

"Just put those over with the others," Sugar Bele gestured to Skimmer and Skimmer complied, placing the stack of boxed goods with the rest. "You know, I think you're going to be a good worker here. You and your cousin seem to have a good work ethic."

Skimmer then turned around to Sugar Belle and right away all he could do was stare at her. "You…you think so…?" He asked, suddenly being enraptured by Sugar Belle's presence. "You think I's a good worker?"

"Of course," Sugar Belle smiled, but her smile soon turned to a look of nerves as Skimmer began to slowly walk over towards her. "Um, what are you doing?"

"You very pretty, Sugar Belle," Skimmer replied as he walked closer and closer towards Sugar Belle. "I love pretty things."

Being uncomfortable, Sugar Belle attempted to try and send Skimmer away. "Um, go help the others with more unloading." She hastily but politely ordered.

But Skimmer didn't get the message as he slowly continued to get closer to Sugar Belle. He promptly placed his front foreleg on Sugar Belle's mane, playing around with it.

"S..stop it," Sugar Belle whimpered. "You're messing it up!"

But, Skimmer didn't stop and he kept running his hoof through her mane.

"You're messing it up! Stop it!" Sugar Belle shouted, only for Skimmer to place his other front hoof on her mouth.

"Don't scream, don't scream," He pleaded in a hushed voice. "Scammer said I gonna do a bad thing. But I not gonna do a bad thing. I no wanna hurt you, miss."

But Sugar didn't believe a word he was saying. She was seeing the true nature of this pony up close and personal. "Stop it! STOP IT!" Sugar Belle screamed as Skimmer forced her to the ground. "STOP IT! BIG MAC! BIG MAC!"

…

Sugar Belle's screams were heard from the kitchen!

"What's going on?" Big Mac cried upon hearing his wife's screams. "Sugar Belle? Sugar Belle!" He immediately went into protective mode and charged towards the barn.

Right away, Scammer realized what his cousin was doing. "Dear Celestia!" He cried as he and the rest of the Apples followed Big Mac into the barn, and the hulking red pony gasped loudly as he discovered Skimmer approaching Sugar Belle as she lay on the floor!

Snarling, Big Mac charged at Skimmer and the two stallions began to fight with one another! Growling, Big Mac used his superior strength to try to subdue Skimmer and Skimmer fought back while the others ran over to Sugar Belle's side!

Suddenly, Big Mac screamed loudly as Skimmer bit on Big Mac's right front leg. "Let go! Let go!" He shouted as Applejack ran towards her brother's side and headbutted Skimmer in the stomach!

"You disgusting…!" Applejack yelled to Skimmer, hitting him in the face! "I'll teach you to do that to one of our own!"

As luck would have it, the sounds of commotion were heard by Silverstar and his approaching posse. Gesturing for them to follow him, Silverstar led them into the barn, kicking down the door and pushing Applejack off of Skimmer. "Get him up!" He ordered to the posse. "And take his little friend too!"

Several ponies and buffalo then grabbed Scammer, throwing him to the ground!

"What's going on here?" Grand Pear asked while walking over to the sheriff.

"These two varmints are wanted in Appleloosa!" Sheriff Silverstar explained while looking at the old earth pony. "Messin' with young mares."

"What?!" Applejack cried, angrily glaring at Scammer as he was led out of the barn by the posse. "Get off my farm, you…you…!" In her anger, Applejack spat at Scammer's face as he was escorted out of the barn. The fury in her eyes grew more and more as the posse left with the two drifters while Sugar Belle and Big Mac were tended to by Braeburn and Little Strongheart for their injuries.

….

...

Once the tension settled down, the Apple Family were left to lick their wounds after what had transpired.

"I'm glad Apple Bloom is staying over at Scootaloo's on a sleepover, I'd have hated for her to have to witness somethin' like that," Applejack angrily remarked as she and Big Mac sat with Sugar Belle, still shaken by her experience. "How could those two clowns…?"

"He…he didn't mean it," Sugar Belle whimpered with her face plastered to the floor. "I saw it…in his eyes. He was trying not to hurt me."

"That's no excuse, Sugar Belle!" Big Mac protested. "If that crazy pony had done any more to you, I'd…" But he couldn't bring himself to finish his sentence and instead let out a snarl.

"How was I supposed to know that he had such a habit?" Grand Pear sighed, feeling both embarrassed and betrayed. "I thought that they would be good workers. But I'll make it up to all of you, I swear!"

"It's not your fault, Grand Pear," Applejack sighed back while looking over at her maternal grandfather. "You were blindsided, we all were. But now, as a princess, I need to decide what happens to those varmints since their crime took place here in Ponyville. If there was ever a time I wish Granny were here, it's now. I could sure use her advice."

Sighing deeply, Applejack got up and towards the door.

"You goin' to her grave?" Big Macintosh asked his younger sister.

Applejack silently nodded that she was and left.

…

Walking to her grandmother's grave, Applejack sighed at the decision she had to make. The fate of two random drifter ponies was hanging in the balance. In her mind, she felt that they needed to pay a price. However, she wasn't sure how big of a price it should be.

Finally, Applejack approached the grave of Granny Smith. Closing her eyes, Applejack took in all her thoughts and sought out the late pony's advice. "Granny, what am I going to do?" She whispered.

"Do what, Applejack?" Applejack heard a faint, all too familiar voice in her mind.

"I need your help," Applejack quietly replied, seemingly hearing her grandmother's voice. "And I normally don't ask your advice for much these days, but there really is no one else to turn to."

"If you say so, AJ," Granny Smith's voice declared. "What is it?"

"Grand Pear attempted to hire two ponies as hired hooves," Applejack explained, looking up to the skies. "One of them tried to take advantage of Sugar Belle, and apparently somethin' similar happened in Appleloosa. Now I have a choice to make on how they should be punished."

"That is a mighty difficult choice, child." Granny's voice remarked.

"It is," Applejack sighed. "If you were still alive Granny, and saw what happened tonight, what would you do?"

For a few moments, Applejack heard nothing. Then, she heard Granny's voice again.

"I'd punish them, Applejack," Granny Smith answered, her spirit manifesting out of her tombstone in front of Applejack. "As for what I think on whether they live or die, maybe have them take part in this here hoedown you're about to have. But make sure to keep an eye on them while they're repayin' their debts to society."

"It's a war," Applejack corrected. "Against Grogar and the Legion of Doom, surprisingly. Along with some strange allies of his from another world."

"Uh huh," Granny Smith remarked. "What I mean is that they need to be taught discipline, just like you and your siblings when you were younger. It's either that or take a one-way trip down below if I do say so."

Having now heard her grandmother's thoughts on the matter. Applejack turned away and began to think of what to do to rectify the situation. "This isn't easy, Granny." She commented while turning her back.

"Nothin' like this ever is, Applejack," Granny's ghost remarked. "But that's part of growin' up. We all have to make very difficult decisions in life. And sometimes they have to be the necessary ones."

Applejack contemplated on these thoughts for a moment, then she turned around back to her grandmother's spirit. However, when she turned around the spirit was gone.

Returning to the farmhouse a short time later, Applejack rejoined her family. "I've come to a decision." She announced to them.

"What is it?" Big Macintosh asked.

…

The next morning, Applejack and an entourage of royal guards arrived in Appleloosa to pay visit to Skimmer and Scammer. However, they were only met by Braeburn, who had a forlorn look on his face.

"Braeburn?" Applejack asked, emerging from the train while wearing her royal accessories. "What happened?"

"One of the prisoners is dead, cousin," He sadly replied. "Died in the night, all unbeknownst in fact."

"Who was it?" Applejack inquired, but Braeburn didn't answer and led Applejack and her entourage towards Sheriff Silverstar's office.

Upon arrival, they saw just Scammer alone in the cell, holding what appeared to be a pie tin in his hooves.

"What happened here!?" Applejack questioned, with Scammer still holding onto the pie tin. "I asked you a question and I want an answer!"

Taking his eye off the pie tin, Scammer turned to Applejack. "I had to do it," Scammer answered. "I had to put him out of his misery."

"How?! Why?!" Applejack questioned.

"He…Skimmer…there's only one fate that would await him for what he did to those mares," Scammer replied, his eyes welling up with tears. "I swore to his mother I would protect him at all costs and so I did…by poisonin' an apple pie. It was quick, he went to sleep after eatin' it, never to wake up."

Disheartened and cheated of justice, Applejack turned away in disgust.

"It was the right then to do, Princess Applejack!" Skimmer protested. "If you were in my situation, you would have done the same thing!"

Not wanting to hear anymore, Applejack then turned to Sheriff Silverstar. "Well, what do you want me to do?" He asked as Applejack sharply turned to him. "If you wish to press charges…"

"No," Applejack firmly interrupted, and Sheriff Silverstar was not prepared for what he heard next. "Have him placed into the ranks of the Equestrian Military. I think a little discipline during wartime is punishment enough."

Somewhat taken aback, Silverstar was stunned by what he heard. "But what if he refuses?" He asked as Applejack turned around to leave.

"Tell him he doesn't have a choice," Applejack said, her back still turned to Silverstar. "Because if he does, he would be dishonorin' his cousin's memory."

Without saying another word, Applejack made her way out of Sheriff Silverstar's office, leaving the sheriff baffled by what he had heard.

…

Once she was outside, Applejack looked up to the skies.

"Well, what did you think of my choice, Granny?" Applejack thought to herself. "I think it was the right one, given the circumstances of the situation. I hope that serving in the military will get him to see the error of his cousin's ways."

Naturally, Applejack heard nothing and boarded the royal train back to Ponyville, hoping that her decision would be a wise one in the end.

…

Episode 19: "Julius Sombra"

Author's Note

Episode Summary: As Grogar prepares to launch his attack on King Vorak and Scorpan, Sombra reflects on the events that made his heart black as night: The death of his son, Julius.

Cast:

Alvin Sanders as King Sombra

Ian James Corlett as Julius Sombra

Alessandro Juilani as Brutus

Paul Dobson as Cinna

Alec Willows as Cassius

Blu Mankuma as Casca

Colin Murdock as Quickstrike/Cimber

Mark Acheson as Lord Tirek

Kathleen Barr as Queen Chrysalis

Sunni Westbrook as Cozy Glow

Liev Schreiber as Storm King

Bebe Neuwrith as Princess Amore

Richard Newman as Soothsayer

David Kaye as Megatron

Doc Harris as Grogar

…

"My Little Pony: Friendship is Magic" Season 11, Episode 19

"Julius Sombra"

By Jeff Snyder (TwilightSparkle3562)

Edited By SuperPinkBrony12

…

Episode 19: "Julius Sombra"

King Sombra was known as a pony who had a heart as black as night. But he wasn't born that way. There was a moment in his life that caused him to become such that, a moment that had since stayed with him.

However, since he was recruited by Grogar to serve as his second-in-command, the disposed former king of the Crystal Empire was now going to face his darkest moment again.

It all began in an arena in the courtyard of Grogar's castle on the moon. Grogar held competitions to ensure his fighters were in top fighting form and Sombra was currently pitted in battle against the Predacon Quickstrike. "Well, lookee here!" The scorpion/cobra Predacon fuzor remarked. "If it ain't King Sombrero! Always wanted to take you on, and take you down!"

Sombra snarled at this remark and turned his eyes into a glowing green as he fired his horn's magic at Quickstrike, who only just managed to duck out of the way as the blast hit a back wall. Roaring loudly, Sombra charged at Quickstrike, jumping on top of him over and over again.

"Quickstrike, you fool!" Megatron remarked, throwing a hand over his face. "Actions speak louder than words! How many times must you learn?"

Throwing Sombra off of him, Quickstrike transformed and began to fire blasts out of his cobra head. Sombra negated the attack by using his dark crystal powers to build a tall crystal pillar. "Hey no fair, Sombrero! You can't do that!"

"Who says I can't, cockroach?!" Sombra said as he used his powers to walk down a dark crystal staircase made out of pillars. Without warning, Sombra created another pillar to lift Quickstrike into the air, causing him to cry out loudly. "You happen to be facing a king here. Always consider your opponent before you strike."

Jumping off the pillar, Quickstrike attempted to throw himself onto Sombra, trying to cover his face up. Watching from the sidelines, Grogar was amused by Sombra's ability to defend himself as Sombra threw Quickstrike onto the ground hard. "He just grows more and more stronger," he remarked to himself while stroking Scarface's head. "That's what I like to see."

The grizzly growled quietly at his master's remark.

But Sombra wasn't done with Quickstrike yet. Taking him into his magic aura, he turned the Predacon upside down and stuck his head into the ground. Then he took Quickstrike and began sticking his head into the ground repeatedly over and over again. After several grueling minutes, Sombra stopped and threw Quickstrike's unconscious body against a wall of the arena. "Who is next?!" He shouted into the stands. "Come on! I could use a challenge!"

From up in the stands, Cozy Glow, Tirek and Chrysalis were watching Sombra with keen interest. "He seems to be in deep pain," Chrysalis remarked. "I can sense it."

"But I thought you couldn't even feel love until just recently," Cozy Glow replied. "Isn't love what defines you the most?"

"I can detect any feelings, child," Chrysalis retorted. "And it seems to me that King Sombra has a dark past that he's trying to hide."

"Similar to the rest of us," Tirek added, scratching his chin in thought. "And with a battle on my homeland approaching…"The centaur began to get himself an idea on how to get Sombra to open up about his situation.

…

Eager to give Sombra what he wanted; the Storm King was the next to enter the ring. The satyr powered up his Staff of Sarconas ready to use. "You want to rumble?" He cried with a confident smile on his face. "I'll give you a match you'll never forget! One king to another, we'll see who's truly the best."

Roaring, Sombra grabbed an axe and began to battle the Storm King with it, much to Grogar's amusement.

"By the way, what makes you so good?" The Storm King asked as Sombra took his axe and attempted to slice the staff in half. "I've always been a fan of yours!"

"Shut up and fight me, satyr!" Sombra roared. "Talk is cheap."

Doing as he was told, the Storm King fought with Sombra while their peers watched. After a few swings and misses, Sombra took the axe and with a loud yell sliced the Staff of Sarconas in half!

With his staff broken, the Storm King merely stood trembling at the demonic unicorn king. "Uncle! Uncle! Uncle!" He shouted, raising his hands up and waving them at Sombra wildly for a moment. "Um…I'm dead." And closing his eyes, the Storm King fell back and played dead, much to Sombra's annoyance.

"That was too easy," Sombra growled before turning around and leaving the arena in a huff. "Julius would have killed him right on the spot for such a pitiful performance."

As Sombra left the arena, Chrysalis, Tirek and Cozy Glow each sensed the fury and sadness in Sombra's body language.

"He seems to be hiding something," Tirek remarked to his girlfriend, and daughter figure. "Did you hear what he said?"

"Some dude named Julius would have killed the Storm King or something like that," Cozy Glow replied. "What kind of name is Julius anyway?"

"Either way, Cozy Glow," Chrysalis declared, her horn glowing sickly green. "There's something about Grogar's right hoof we don't know about." The overthrown changeling queen flew out of her seat in the arena and both Tirek and Cozy Glow followed her.

…

Retreating to his private quarters, Sombra threw down the axe and made his way over to his nightstand, looking down at a picture of a young unicorn just like him. Sighing deeply, Sombra placed the picture to his chest and tried to hug it tightly. But his tender moment was short lived for he was about to have company.

"Sombra," Tirek declared. "You seem troubled."

"What are you even doing here, Tirek?!" Sombra coldly snapped. "Leave me alone!"

"We just wanted to see if you were alright," Cozy Glow spoke up, her large alicorn wings flapping towards Sombra. "I mean, golly, you had death in your eyes, didn't you?"

Sombra glared at the young filly and snorted loudly, turning back to the picture of the young unicorn he held in his forelegs.

"Sombra," Chrysalis asked, walking over to her evil equal. "Who is that?"

But Sombra was hesitant to reply right away.

"I have ways of making others talk." Chrysalis implied and Sombra finally gave in, showing off the picture to his nosy comrades.

"Golly," Cozy Glow remarked, pointing to the picture. "He looks…just like you."

Grunting, Sombra realized he wasn't going to get the alone time he so desired. Putting the picture back on the nightstand, he turned to his comrades. "So you know my secret?" Sombra asked, taking his crown off his head and placing it next to the picture. "The secret of how I became a king with a black heart. The king who became a dictator of an entire empire out of my own grief. The king who…"

"Yeah, yeah, we get it," Cozy Glow interrupted, sitting on Sombra's bed while her father figure and his girlfriend also gathered around. "You destroyed the Tree of Harmony and attempted to take over all of Equestria."

"That's not the whole story, foal!" Sombra shouted as he glared at Cozy Glow with his green eyes. After a moment, he sighed and began to activate his horn's magic.

Not knowing what he was planning to do, Tirek and Chrysalis held onto one another and after a moment, Sombra and the others found themselves standing in what appeared to be the Crystal Empire where a parade was taking place.

"Where are we?" Cozy Glow asked, suddenly finding herself seemingly in ghost form along with Tirek and Chrysalis. "And what is this place?"

Just then, Sombra pointed in the direction of a young unicorn dressed in military garb, waving to a crowd of ponies. Next to him was a slightly older looking pony with a short black mane. The parade continued towards the four ghosts and because no one could see them, they easily walked through them.

"This is the Crystal Empire," Sombra explained. "During the reign of Princess Amore."

"Princess Amore?" Tirek wondered as the parade approached the entrance to the Crystal Empire's castle where a yellowish-white colored alicorn stood, overlooking the crowds.

"Yes, Princess Amore," Sombra explained. "The pony that couldn't rule over the Crystal Empire forever. The one I ultimately usurped."

Stepping towards the balcony, the young gray unicorn bowed and looked up towards the alicorn princess. "Has the enemy been disposed of?" She asked the young gray unicorn.

"He has!" The unicorn called back. "The general formally known as Glamdring has been defeated. This is a great day for the Crystal Empire, a great day for Equestria!"

"Then you shall be rewarded for your accomplishments, young Julius!" Princess Amore announced. "For today, you shall be made a knight of the Equestrian Garter by order of her serene highness, Princess Celestia!"

A loud cheer from the crowd roared, only for it to stop when a shrill voice cried out from amongst the crowds. "SOMBRA!" The voice shouted, catching the young unicorn by surprise. "SOMBRA!"

Julius and his father turned and caught the attention of an old, light orange coated unicorn pony emerging through the crowds.

"Speak," Julius commanded to the old pony. "I am present."

"Beware of the Ides!" The old pony warned.

"What?" Julius blinked. "What Ides do you speak of?!"

The old pony simply repeated his warning. "Beware the Ides!"

Julius looked at the pony for a moment and merely scoffed at him, turning towards a small group of Crystal Ponies on his left. "He's nothing but a dreamer," He chuckled to the ponies before turning up towards Princess Amore. "Nothing but a dreamer, your highness. He's clearly off his rocker."

But Princess Amore could sense that something was foreboding about this message, though she kept it to herself. "The Ides are fast approaching. But what danger lies on that date, I cannot foresee." She thought to herself.

"Who's that pony?" Tirek asked Sombra as he watched the vision. "He looks like that pony from the picture."

"That's my only son, Tirek," Sombra answered as he watched his younger self and his son make their way into the castle. "While he was alive. Sadly, he would not live for long."

…

As the crowd continued to celebrate the apparent victory, Sombra and his comrades proceeded towards another part of the empire, this time in a tall house in the city. There they saw two crystal pony friends of Julius, one with a blue colored coat and one with a green colored coat, sitting down at a table and drinking cider.

"Brutus, I've been watching you lately," The green coated crystal pony remarked. "You seem less good-natured and affectionate toward me than usual. You've been stubborn and unfamiliar with me, your friend who loves you."

"Cassius, don't take it badly," The blue crystal pony replied. "If I seem guarded it's only because I'm uneasy with myself. Lately, I've been overwhelmed with private thoughts and inner conflicts which have in turn affected my behavior."

Looking slightly confused, Cozy Glow quietly flew over towards the two ponies, trying to get a closer look at them.

"Brutus, I misunderstood your feelings, and therefore kept to myself certain thoughts I might have shared," Cassiues remarked. "Tell me, can you see your own face?"

"Of course he can see his own face," Cozy remarked and then chuckled. "That is, if he had a mirror."

"Brutus and Cassius were supposed friends of my son," Sombra explained, beckoning Cozy Glow to come back over to them. "He trusted them with his life up until his recent victory you just saw."

"I think I know where this is heading," Tirek guessed. "They became jealous of his success and turned on him, not unlike what Scorpan did to me."

At that moment, there was a knock at the door of the house and one of the two ponies went to answer it. Opening the door, a red colored crystal pony entered. "You wanted to speak with me?" The red coated pony asked. "About how the ceremony was in Canterlot?"

"Yes, Casca," Cassius answered. "Tell us what happened today that put Sombra in such a mood."

"Celestia offered to name him successor to Princess Amore," Casca explained. "He dismissed it, yet I dare not believe his humility is entirely sincere."

"Indeed," Brutus murmured. "To be next in line for the throne is not an honor one just passes up without a motive."

"Yes, he was very loath to lay his hooves upon it," Casca continued. "And yet as he refused it only to have it pressed upon him anyway, one hooted such a deal of stinking breath that they collapsed while foaming at the mouth. And his father stood there all the while, rendered speechless."

"Of course," Brutus cried while slamming his front hoof on the table. "He was probably overcome with the thoughts of becoming Amore's successor! If he becomes our new ruler…"

A hushed silence befell on the three crystal ponies upon the realization.

"What does Princess Amore see in him that makes him a worthy successor of her?" Cassius scoffed. "We cannot let that happen! I refuse to accept Sombra as our empire's leader! His father is not to be trusted."

But Brutus began to appear conflicted.

"I…I don't get it," Chrysalis commented while observing from afar. "Your son seemed like such a nice pony to lead the empire. Who are they to question his qualifications simply because of you?!"

"Don't draw your own conclusions, changeling," Sombra replied, giving a look to Chrysalis. "Julius had dreams of making the Crystal Empire better than ever before. Making it rival Canterlot in majesty. However, after the ceremony in Canterlot, I began to have second thoughts about him being named successor."

Activating his magic yet again, the villains found themselves in a large house not far from the castle. Outside, thunder and lightning lit up the night sky as Julius stood out on the balcony of his bedroom, testing out the robe he planned to wear at his coronation.

"Neither the sky or the earth are quiet tonight," Julius remarked as Sombra entered the bedroom. "What do you think, father? Honestly, I never thought that Princess Amore would announce her retirement in front of Celestia!"

"That's what concerns me, Julius," Sombra declared while walking over to his son. "Listen, I never believed in omens, but now they frighten me. A servant told me the night watchers saw horrid sights too. Supposedly, a lioness gave birth in the streets, and graves cracked open and thrust out their dead."

"And since when do you believe in omens, father?" Julius asked in a surprised tone. "I thought they were mere superstitions."

"When I saw you faint when Amore announced her retirement, that's when I began to believe that soothsayer might be true," Sombra answered. "I mean…you haven't even had time to prepare!"

"Do you think that if I hadn't been able to secure our victory against Grogar's top general, I would have not been prepared either way?" Julius snorted. "This was a sign, Father! A sign of good things to come."

"But the Ides…" Sombra pleaded.

"He was only a dreamer, father," Julius coldly retorted. "Wait and see. I will make the Crystal Empire the way you always wanted it to be! Better than anything Queen Amore could ever dream of."

Sombra could only watch his son's excitement as it continued to grow and grow. "Never thought he would be so merry," Chrysalis commented. "He…he kind of reminds me of myself whenever I have my gleeful moments."

"What about those other ponies?" Cozy Glow asked Sombra. "The ones we saw earlier?"

Answering Cozy's request, Sombra transported himself and his allies to another large house within the Crystal Empire, where they saw Brutus at his front door.

"Good morning, Brutus," Cassius answered, removing the hood of a black cloak off of his head. Are we bothering you?"

"I was awake. I've been up all night," Brutus answered. "Do I know these stallions you've brought?"

"Yes, every one of them. There isn't one of them who doesn't admire you, and each one of them wishes you had as high an opinion of yourself." Cassius declared.

Just then, each of the cloaked ponies stepped forward removing each hood that covered their faces.

"This is Trebonius," Cassius explained as an orange colored crystal pony revealed his cloak. "This is Decius Brutus," Cassius said as a yellow crystal pony emerged from underneath his cloak. "There's also Casca and Cinna. And this is Metellus Cimber." The three cloaked crystal ponies then revealed their identities with red, indigo and violet colorings.

Leading the group into his home, Brutus gestured them to gather around in a circle. "Give me your hooves," He ordered. "And let us swear to our resolution. That our friend, Julius Sombra, shall never be our next ruler. Whatever it takes, we shall stop him!"

Reaching into their cloaks, each pony pulled out a small dagger. "We shall ensure that the legacy of our true ruler continues to live on!" Cassius cried! "If Julius attempts to take the throne, it shall be the last thing he ever does!"

…

Having seen enough of what was happening, Sombra then transported himself and his associates to the very next day as the young Julius Sombra arrived at the castle, dressed in his coronation robes. As he entered the castle, he encountered the soothsayer again. "The Idea has come!" He declared to the soothsayer.

"Aye, Sombra," The soothsayer replied. "But not gone! Please heed my warnings, be on your guard."

Up in the throne room and dressed in military uniform, Brutus and the conspirators were waiting for the young soon-to-be king to arrive.

"Let us hope that our endeavor goes well today," Cassius declared while looking down at the dagger in his holster. "The future of our empire is at stake."

At that moment, they saw Princess Amore and Sombra approached the throne room, only to be diverted by a random reporter pony. "Trebonius knows his time and place." Cassius whispered to Brutus.

Once Amore and Sombra had left, Julius slowly began to approach the throne room and each of the conspirators prepared to make their move.

"Where's Metellus Cimber?" Cinna asked, whispering to Brutus. "He should go up and offer his loyalty to Julius now. That's the signal."

"He is addressed," Brutus whispered. "Press near and second him."

Doing as he was told, Cinna made his way up to the young soon to be king.

Brutus then turned to Casca. "Casca, you are the first that rears your hoof." Nodding, Casca went to take his position up by the throne.

"This isn't the actual ceremony, is it?" Cozy Glow wondered as she watched the conspiracy take shape.

"Of course not," Sombra answered. "The ceremony never begins until her highness is present. So Julius found himself some time to practice being a king."

"Are we all ready?" Julius announced to the small crowd in the throne room, unaware of what was about to unfold. "What problem should I discuss with you first, my soon to be subjects?"

"Most high, most mighty, and most powerful Sombra," Cimber cried, kneeling before him. "Metellus Cimber kneels before you with a humble heart."

"No need for that, Cimber," Julius commanded. "These kneelings and humble courtesies might excite ordinary mares and colts. But don't be so foolish as to think you can sway me from what's right by using such tactics. This flattery, low bows and puppy-like fawning."

A loud series of groans were heard upon him speaking this. "Your brother has been banished by decree!" Julius declared. "If you kneel, beg and flatter for him, I'll kick you out of my way like I would a dog. Know that I am not unjust, but I will not grant him a pardon without reason. I assume that is why you've come before me."

"Is there no voice worthier than my own to appeal to you to repeal the order?" Cimber pleaded, turning towards the crowd as Brutus made his way up to the throne, kneeling and kissing his friend's hoof. "I kiss your hoof not in flattery, Sombra, but desperation. I ask you to repeal Publius Cimber's banishment immediately upon your crowning."

Right away, Julius began to notice something was amiss with his friend. "What, Brutus? What is the meaning of this?"

"Pardon him, Sombra, pardon him," Brutus pleaded as well. "I beg you to restore Publius Cimber to citizenship."

But Julius was not convinced. "If I could beg others to change their minds, begging would convince me too. The world of Equestria is full of ponies capable of reason. Yet out of all of them, I know only one who is unassailable. To show you that that's me, let me prove it in this case. I was firm in ordering that Cimber be banished, and I remain firm in that decision."

As he spoke, Casca began to slowly move towards Julius' backside, his dagger clutching in his aura. "But, Sombra…"

"Enough!" Julius roared. "Would you try to lift Mount Everhoof?"

Brutus pleaded again. "Great Sombra…"

"Haven't I resisted even Brutus, begging from his knees?" Julius protested as Cassius nodded for Casca to make his move.

"Speak hooves for me!" Casca screamed, sinking his dagger into Julius' shoulder. As Julius recoiled from the sudden strike, the other conspirators followed suit, throwing their daggers into Julius' body! Finally, near death, he staggered over to Brutus with his back turned.

Yet when Julius attempted to touch him, Brutus shrugged his former friend off and drew out his dagger, looking Julius right in the face.

"Brutus, even you betray me?!" Julius asked while gasping, the last thing he would say.

Brutus delivered the finishing blow, striking his former friend in the chest. "Fall, fiend! The throne shall never belong to evil."

With no more life left in him, Julius fell face first onto the floor.

Terrified honored guests who'd come for a coronation but had witnessed a murder ran out of the throne room, screaming.

"Citizens, do not be frightened!" Brutus cried out. "Ambition's debt has been paid! The would be tyrant has been slain!"

From his ghostly form, Sombra could only watch with tears in his eyes at the lifeless form of his young son. "I... can't believe this! Those heartless brutes!" Chrysalis gasped to Tirek. "To slay one of their own like that!"

"My son, you had ambition!" The Sombra of the past angrily sobbed, dropping to his knees in front of his dead son (he had come immediately upon hearing of the horrific tragedy). "Dreams for the Crystal Empire, all of whom were taken away by these… these traitors! Rest assured, your death shall be avenged if it's the last thing I do!"

"So what happened?" Cozy Glow asked and Sombra, knowing that there was no life in his son, transported them all back to his house where they were greeted by the sight of another untimely death, this time of Queen Amore herself. "Ohhh…"

"Yes, look at this, young filly," Sombra seethed. "I let my rage and grief take command. So what did I do, you may ask? I decided to honor my son's memory…by taking the crown for myself! Amore herself allowed my son to be slain by enabling the conspiracy to develop. And when she would not order the deaths of those traitors, her life came to an end right then and there."

And they all watched as Sombra placed Amore's crown on his head and using his magic, made it into the crown he wore today. Before they could watch anymore, Sombra transported them all back to his quarters. "Now you know the truth," He declared. "Of why I became who I am today."

"And why you seemed like you were ready to kill the Storm King, Cozy Glow added. "Until he cried uncle, of course!"

Turning his back to them, Sombra ordered them out of his quarters and the mean three complied.

…

As they left, the changeling, centaur and alicorn filly were left to reel in what they had all experienced as they returned to the arena.

"No wonder he became mad," Chrysalis remarked to her comrades. "Guess we all know the truth about our backstories, don't we? Me, thrust into the throne after the death of my parents."

"My parents abandoning me for their own gain." Cozy Glow sadly added.

"And my father…bringing and putting me down," Tirek finished. "Much like what Sombra did, those who betrayed and hurt us will pay dearly…if only it were that simple." And all they could do was watch the fighting from inside the stands, reflecting on their own hardships on what made them all villains to begin with.

Meanwhile inside his own quarters, Sombra continued to stare down at the picture of his deceased son. "Cry havoc and let slip the dogs of war!" Sombra cried in a quiet voice, bringing the picture to the side of his face. "Soon I will finish what you hoped to start. The Crystal Empire shall eclipse all other civilizations in glory!"

Episode 20: "The Return of Dinobot"

Author's Note

Episode Summary: The Maximals find a stasis pod at the Treehouse of Friendship and bring Dinobot back to life, but the resurrected maximal questions whether or not he should have been resurrected.

Cast:

Tara Strong as Princess Twilight Sparkle

Ashleigh Ball as Applejack/Rainbow Dash

Andrea Libman as Pinkie Pie/Fluttershy

Tabitha St. Germain as Rarity/Luna

Scott McNeil as Rattrap/Dinobot/Silverbolt

Garry Chalk as Optimus Primal

David Kaye as Megatron

Richard Newman as Rhinox

Ian James Corlett as Cheetor

Blu Mankuma as Tigatron

Pauline Newstone as Air Razor

Judd Nelson as Rodimus Primal

John de Lancie as Lockdown/Discord

Doc Harris as Grogar

Britt Irvin as Luster Dawn

Kazumi Evans as Moondancer

Shanon Chan-Kent as Smolder

Devyn Dalton as Ocellus

Gavin Longelo as Gallus

Lauren Jackson as Silverstream

Katrina Salisbury as Yona

Brad Swalie as Cherry Tomato

…

"My Little Pony: Friendship is Magic" Season 11, Episode 20

"The Return of Dinobot"

By Jeff Snyder (TwilightSparkle3562)

Edited By SuperPinkBrony12

Episode 20: "The Return of Dinobot"

…

During the Beast Wars, the Maximals had suffered numerous losses in their fight against the Predacons. And there was one among their ranks that they missed greatly. But he would soon make his return.

It all started one day at the Treehouse of Friendship, where the six chosen students had been kind enough to invite Luster Dawn and her friends over.

"So this is the Treehouse of Harmony?" Luster remarked as she and Cherry Tomato walked inside followed by Quiet Play. "It's a lot bigger than any other treehouse I know of."

"Well, you can thank the Tree of Harmony for giving it to us," Gallus pointed out. "It's like our home away from home, right guys?"

"Yeah, we have all the finest comforts of home here," Silverstream added, flying over to the front door and gesturing towards the stairs of the treehouse. "Including STAIRS!"

"When is she ever going to get over that?" Gallus muttered under his breath as Yona and Smolder led them up to the treehouse's next level.

"This is where we do our homework," Smolder said as she led Luster and Cherry into a large room. "Great for concentration. You can ask Silverstream, she did a project here once."

Suddenly, Luster Dawn became startled when she saw a purple bird-like creature sitting on a perch over one of the desks. "A cockatrice?!" She gasped while slightly jumping back!

"Oh, that's just Edith," Silverstream explained, walking over and petting the bird on the chin just below the beak. "She's my pet cockatrice. Gallus has one too. They're actually really easy to tame."

A few moments later, a green colored cockatrice flew in and landed on another perch. "Befriended this one not too long ago," Gallus declared. "This is Archie, he's like Edith's long lost cousin in a sense."

The cockatrice crowed, much to the anxiety of Luster Dawn. "Don't be nervous, Luster," Gallus chuckled. "He's been house trained. They both have. They don't turn creatures into stone."

"If you…say so," Luster replied while nervously gulping. "It's just that…the stories I heard about cockatrices, they are usually not very friendly."

Leaving the homework room, all then proceeded towards the balcony overlooking the land where the Castle of the Two Sisters had once stood.

"Oh, you decided to join us." Ocellus greeted, stopping herself from doing her homework.

"Well, aside from the cockatrices," Luster replied. "It's very nice here. Plus this has got a great view."

"Yeah, this is where we go whenever we feel down," Smolder added. "Yona and Sandbar are an example of that."

"Yona sad once, Yona came here," The yak remarked. "Yona try to be something Yona isn't. Then Sandbar come and cheer Yona up," She dreamily sighed. "Too bad Sandbar not here today. Yona always feel better when Sandbar around."

But suddenly, the introductions were interrupted when Ocellus noticed a strange light coming from down below in the caves. "Hey guys," She called, gesturing them to look over the side. "What's that light?"

"What light?" Silverstream asked. "Could it be the spirit of the Tree of the Harmony?"

"Don't know, but we'd better find out," Gallus declared. "Come on, follow me!" So all raced out of the treehouse and down into the caves below. Upon arrival, they were all surprised by what they saw: A strange pod bearing some kind of metallic creature inside!

"Well, I guess the spirit wasn't calling for us," Smolder remarked. "Just what this… thing?"

…

Meanwhile, Twilight and her friends were on a tour of the Maximals' new base that had been set up in the middle of the Everfree Forest. The base consisted of remnants of the Maximals' wrecked transport shuttle and Rodimus Primal's wrecked ship.

"Optimus, I must say that this is a really nice looking base here," Rainbow Dash remarked while flying around and taking in all of the atmosphere she could take in. "Those Predacons won't know what hit them!"

"Our weapons and firepower don't just make up the base, Rainbow Dash," Optimus explained. "This is where we will live until the conflict with Grogar is over and we can return to Cybertron."

"If we ever get back," Cheetor sighed. "Still, I can't help but wonder where the source of that blast came from."

"What blast?" Applejack asked.

"The blast that came from space and knocked us out of orbit," Cheetor explained. "It had to have come from somewhere."

"I've been trying to figure it out myself, but my memory banks are still partially damaged from our fall on this strange planet," Rhinox replied. "Still, we'll have to make the best with what we've got."

"Look at this way," Pinkie declared, pressing a button and producing a card game. "You bots have a lot of room for games and such. Check it out: Two Aces! Hit me, I'm feelin' hot!'"

But suddenly, the game was turned off much to Pinkie's dismay. Turning around, she saw Rattrap standing behind her. "Sorry, Pinko," He said in a bitter voice. "But only I play the games around here. Capiche?"

"Rattrap, don't be rude," Optimus ordered, causing Rattrap to sigh and turn the game back on. Then, Optimus turned to Twilight. "I was about to say, some of our technologies should be helpful tools in winning this war, Princess Twilight."

"We'll learn everything that we can about your technologies, as strange as they may seem," Twilight reassured the Maximal leader. "You have our word on that."

Just then, a small beeping noise came from one of the monitors and Rhinox went over to answer it.

"Come in, base! Come in!" A voice belonging to Silverbolt called.

"What is it, Silverbolt?" Rhinox asked, speaking into a microphone.

"It's a stasis pod!" The combination wolf/eagle Maximal called as he descended towards the treehouse. "It's in some kind of cave at the bottom of an abandoned castle. It just popped up."

"The Castle of the Two Sisters!" Fluttershy realized. "Do you think the students…?"

Twilight firmly declared. "-We're going to find out!"

"We'd better get over there before the Preds do!" Cheetor declared while getting his gun ready.

"Affirmative," Optimus acknowledged. "Rhinox, Tigatron, you stay here in case Silverbolt tries to call back, and tell Rodimus to have him and the twins meet us at this cave. As for the rest of you, move out!"

The rest of the Maximals left the base, but Rattrap begrudgingly followed, to the surprise of both Rhinox and Tigatron.

"What's the matter with Rattrap?" Tigatron asked.

"He's been thinking about Dinobot a lot." Rhinox sighed.

Tigatron inquired. "Whatever happened to him anyway?"

"He sacrificed himself to save the future human race," Rhinox somberly answered. "Rattrap took his death hard."

"But what if he comes back to life?" Tigatron proposed. "You know, like what happened to Air Razor and me?"

Rhinox didn't say anything even though he too had had the thought of bringing Dinobot back to life. The question was, how would Dinobot react if he was resurrected?

…

Down in the caves, Luster and the other students carefully approached the pod, wedged into a space.

"What is that thing?" Smolder asked.

"It looks like some sort of hi tech coffin," Cherry Tomato concluded. "But why would a coffin just randomly show up?"

"I don't think this is just any coffin," Luster remarked. "It doesn't look like anything the Canterlot or Ponyville Funeral Homes would own." Placing her hoof on the top of the pod, Luster could feel vibration. Then suddenly, she began to feel a surge of power and the pod sent her flying back, much to the shock of her friends!

"Luster!" Cherry Tomato cried as he and the others ran over to her. "You okay?!"

"Yeah," Luster grunted as she was helped up. "But something's... alive in there."

"What do you mean 'Alive'?" Smolder pondered. "Somecreature's actually in that coffin?"

"It's not just anycreature, Smolder," Luster shook her head. "There's a spirit in that coffin. I felt it."

"We…we should probably warn somepony about that coffin," Ocellus gulped, looking towards the pod nervously. "Perhaps we should tell Princess Twilight and the others about it."

But there was no need as they all heard the sounds of running coming towards the cave and to their surprise Twilight and the others (including the Maximals) showed up.

"Princess Twilight," Luster Dawn called while walking over to her mentor. "That coffin…"

"It's not a coffin, Luster," Twilight replied as Optimus and the rest of the Maximals approached the pod and removed it from its wedged spot. "It's a stasis pod."

"A what pod?" Gallus asked as he and the others walked over while watching the pod being taken. "You mean it's not a coffin?"

"If it was a coffin, it would not be made of that material," Rarity added as Applejack went to help the Maximals move the Pod. "I certain don't believe anyone would want to be buried in a rusted old tin can like that."

Grunting, Applejack and the Maximals managed to pull the pod out of the cave while Air Razor inspected the state of the pod, remembering that her own pod had been badly damaged to the point where it had almost cost her her spark. "It doesn't look too damaged, Optimus," she concluded. "The Maximal inside appears to be unharmed."

"Let's hope so," Optimus sighed. "All right, let's get the pod back to base before the Predacons sense it. Hurry!"

But as the Maximals worked on getting the pod back to their base, Rattrap stood and watched it being moved. All he could think about was his former comrade, Dinobot and the possibility of bringing him back from the dead.

Little did any of them realize that at that moment, the spirit of a transformer was making its way down through the atmosphere, heading towards Equestria!

…

Back at the Maximals' base, the pod was brought in and loaded onto a table in the control room. Right away, Rhinox was hard at work inspecting the pod for any damage. "Hmm, doesn't look to be too serious," He concluded before turning over to Twilight. "How long has this been in that cave?"

"Beats me, Rhinox," Twilight replied while shrugging her shoulders. "Remember that we're still trying to understand all this strange mumbo jumbo. Who knows how or when it got trapped in the cave?"

"What do you think could be inside that thing anyway?" Pinkie Pie added, trying to peek inside the pod only to discover the gray life matter inside of it. "Um, why is this Jell-O dude in here? He doesn't even have eyes or the rest of a face."

"That Jell-O, Pink-O," Rattrap bitterly remarked while stepping into the control room. "Is what protects our sparks. Without it, we're basically wide open to any damage. One blast could shut us down for good."

Having gotten her answer, Pinkie stepped back from the pod. However, Twilight couldn't help but wonder how Rattrap was reacting to this strange object in his presence.

"Now it's a matter of finding a life form," Rodimus declared while walking to his brother's side. "There are plenty of life forms here in Equestria, so we shouldn't have any problem finding a suitable one."

"Supposedly, Rodimus," Optimus replied. "But we can't be too careful because Megatron might be having some Predacons searching for this pod right now. Have the defenses on auto until further notice. I want this pod protected at all times."

Rodimus nodded in salute. "Yes, brother. Right away."

The defenses were soon activated and the Maximal base was now protected from any potential Predacon attack.

"Well, we'd better get going, Optimus," Rainbow Dash declared. "Hope all goes well with finding…whoever is in there."

"Thanks, Rainbow Dash," Optimus acknowledged as Twilight and her friends left the base.

But Twilight gave one more look at Rattrap, his body language still in a cross armed format. "Come by the Castle of Friendship later," She whispered. "Don't ask questions."

…

A little while later, Twilight was back at her castle when she suddenly heard a knock on the door to her study. "Come in," She called, her attention focused on her work as Moondancer stepped in. "What is it, Moondancer?"

"Um, Twilight, there's a large, metallic rat sitting out here," Moondancer nervously replied. "What do you want me to…?"

"Send him in here, I ordered him to stop by." Twilight instructed and in stepped Rattrap in his beast mode. Feeling somewhat bothered, Moondancer stepped out of Twilight's study and shut the door.

"Okay Princess," Rattrap remarked. "You asked me here, so…shoot. Whaddya what from me?"

Putting her work down, Twilight sat back in her chair as Rattrap transformed to robot mode. "Before I forget, Optimus gave me permission to come here," Rattrap added. "Now, what's the deal? You called me for a reason."

"Rattrap," Twilight began. "You seem to be…troubled by something. What exactly is bothering you?"

With nowhere left to hide, Rattrap sighed, looking up at the ceiling. "There's something you outta understand, Princess Purple," Rattrap sighed. "You see, all these Maximals coming back from the dead, it got me thinking about…about…about old Chopperface."

Twilight became slightly confused with what Rattrap was saying. "Who is Old…Chopperface?" She wondered while raising an eyebrow.

Rattrap sighed again. "Dinobot."

"Who?" Twilight blinked in confusion.

"Dinobot, former Pred. Defected to us because he knew we'd win the Beast Wars. Oh boy, he and I…we had our memories." Rattrap explained, his voice filled with regret.

"And you want to bring him back?" Twilight guessed, much to Rattrap's surprise. "…Whatever happened to him anyway?"

This was a touchy subject for Rattrap as he could well remember during the Beast Wars his friend and comrade's heroic sacrifice. "Died…defending the protohumans," Rattrap sadly answered. "It was just him against all the Preds. Megatron had it in his head that he could change the future so, chopper face, he stopped him and gave his life doing it."

Twilight couldn't help but feel sorry for Rattrap. She'd had many near death experiences before, but had fortunately survived them all.

"And it got me thinking," Rattrap went on. "Do you think that maybe…there's a chance you can help me bring him back to life?"

Sighing again, Twilight rose from her desk and walked around to Rattrap. "Rattrap, sometimes bringing those we love back from the dead," She explained. "Isn't as easy as we think. Maybe if we can find out a way to bring you two closer…"

"If only for a few moments, Purple Pony eater," Rattrap remarked while pondering the possibilities. "With all these guys of ours coming back I can only hope for the best, you know what I mean?"

Right away, Twilight began to think of a way to try and help the pained Maximal. She then began to think of a pony who could help out Rattrap.

"Moondancer," she called out to her secretary from behind her office door. "Could you see if Luna is back from the school?"

"Yes, Twilight," Moondancer replied. "Just give me a few minutes."

…

A few minutes later, the sounds of knocking on the door were heard and into Twilight's office stepped the former princess of the night.

"Who is this, Twilight?" Luna asked.

"Luna, you remember Rattrap," Twilight explained. "Rattrap, you remember Luna, former Princess of Equestria."

"Nice to meet ya." Rattrap greeted.

"Um," Luna gulped, not believing that she was talking to a rat (albeit a robotic one). "We did see each other briefly in the Crystal Empire. You must be one of those Maximals, correct?"

"Indeed I am, Moonface," Rattrap remarked. "Princess Twilight here says that you can communicate with the dead?"

Luna couldn't help but feel somewhat confused by this remark. "Um, I beg your pardon," Luna stammered. "I can only go into the dreams of ponies and other creatures, not communicate with the deceased. Tell me, do you have the dreams of your lost loved one?"

Chuckling nervously, Rattrap felt somewhat awkward that Luna referred to Dinobot in such a way. "He's not really a 'loved one', he was just a close comrade," He chuckled again as Luna pulled up a chair with her magic. "And what do you mean by dreams?"

"I mean do you dream of your lost friend at all?" Luna explained. "Maybe you dream of having adventures or holding conversations that you could only have in your dreams?"

Rattrap once again began to feel somewhat awkward about Luna's questions. "In fact, if you want me to air out my feelings," He answered while looking to the former princess. "Chopper Face and I did meet in my dreams the other night and, well…he…he warned me about something."

"He warned you?!" Twilight asked as she suddenly became alarmed. "What do you mean he warned you?! What did he warn you about?!"

"He warned me that he was coming back," Rattrap answered. "Because a strange creature told him to come back to life."

Right away, both Twilight and Luna began to suspect what Rattrap was explaining to them. "Was it Discord?" Twilight asked, much to Rattrap's confusion.

"Who's this Discord fella? He someone I should know?" Rattrap demanded.

"Yes," Twilight replied while rising from her chair. "I've asked Discord to spy on Grogar for us. So if anything, he's doing what Grogar wants: Bringing deceased creatures back from the dead."

Rattrap snorted. "How did you know that, Princess Bookhorse?"

Ignoring Rattrap's remark, Twilight reached into her stack of reports from Discord and pulled out a particular memo, sliding it over to Rattrap. "Are you referring to this?" She inquired as Rattrap read the memo. Right away, he began to absorb the feeling of reading this particular memo.

"So…so, it's true," Rattrap realized. "He's coming back to life! I can't believe it! It's happening!"

A second later, Rattrap heard a communication on his radio. "Rattrap here," He called while speaking into the radio. "What is it, boss monkey?"

"Rattrap, report back here immediately," Optimus ordered. "Dinobot's spirit has been detected!" Rattrap's mouth dropped open as he could not believe what he had heard! His friend was trying to come back from the dead!

…

Racing back to the Maximal base, Rattrap felt his metallic heart race knowing that he would be seeing his friend again! With Twilight and Luna trying to keep up, he raced into the base and lo and behold, he looked up and saw Rhinox and Optimus looking up at one of the monitors.

"What in Equestria?!" Luna gasped as she entered the Maximal base. "What is this place?"

"The Maximals' new base, Luna." Twilight explained as she looked at a flash blue light on the screen in front of Rhinox and Optimus.

"Attention, Maximals!" A growly voice answered. "Attention, Maximals!"

"We're still here, Dinobot!" Optimus called. "Speak."

"I come with a request," Dinobot's voice announced. "The one known as Discord…has ordered me to return to life! Megatron is on the move!"

"Chopper face!" Rattrap called while racing over to the monitor. "It's me, Rattrap! How are you, buddy?!"

"Don't call me buddy, vermin!" Dinobot's voice snarled. "I have far more important matters to attend to. Megatron has teamed up with a creature…"

"More like forced into service," Twilight answered. "He's been stripped from his leadership, Dinobot. Discord has kept me informed of everything."

For a moment, the voice fell silent before it asked. "Who are you?"

"I am Princess Twilight Sparkle, Dinobot," Twilight explained. "Supreme Ruler of Equestria. Discord recruited you to help us fight Grogar."

"Is Grogar the new leader of the Predacons as the spirit foretold me?" Dinobot's voice asked again.

"He is, Dinobot!" Optimus answered. "He's declared war on Equestria, and our new allies need all the help they can get."

"What does that have to do with me?" Dinobot's voice asked. "I thought I did my honor in saving the protohumans!"

"Well you're a Maximal, you big, stinkin' iguana!" Rattrap retorted while slamming his fist on the control panel. "We need to all come together to fight this old goat! You, me and everyone else in this room! Because if we don't win this war, who knows what will happen to the other races on this planet? We can't do this without you. I can't do this without you!"

For a few moments, Dinobot's voice fell silent and finally Rattrap realized he needed to talk some sense into him. "Look, I know you weren't born a Maximal," He pleaded. "But you got a lot of bots who love the heck out of you, myself included!"

"Oh go scurry through a maze, mouse!" Dinobot's voice hissed.

"Hey, hey, hey!" Rattrap angrily snapped. "I'm in this just as much as you, Dino Dip! And if anything were to happen to you, it would also happen to me if I ended up bein' in your robot shoes! I don't wanna be without you anymore."

Dinobot's voice just coldly replied. "This is all a waste of time!"

"No it's not, Dinobot!" Optimus pleaded. "Rattrap may be a smart aleck, but he's right about one thing. We need your help to fight Grogar and Megatron! If we win this war and end up surviving it, I promise that you will be given a second chance on Cybertron, just as you would've had you lived to see the war's conclusion on Earth."

A low growl was heard on the monitor and a few moments later, another flash of light blasted through the stasis pod, sharply opening up the pod. A brown velociraptor emerged from it, roaring loudly as it jumped out.

Rattrap was astonished at what he saw before his eyes. "All right, Chopper Face!" He loudly cheered! "You finally got some sense talked into you!"

"Don't think I'm doing this solely for you, vermin," Dinobot snarled and then called out. "Dinobot, Maximize!" Screeching, Dinobot transformed from beast to robot mode, standing up with his sword and spinning blade weapon firmly in hand. "I am acting on behalf of the creature known as Discord," He further declared. "Naturally, if I had a choice my spark would be resting in peace."

"What Discord did was provide you with a second chance at life, Dinobot," Twilight explained, catching Dinobot's attention. "And if you survive this war, you'll have cemented your redemption and will be free to live out your life in peace."

Lightly growling, Dinobot made his way over to Twilight and Luna. "You must be Princess Twilight?" Dinobot questioned and Twilight nodded that she was. "Hmm, Discord has told me so much about you. I trust that we will work well together, princess."

Dinobot then turned back to Rattrap, looking down at him briefly before turning back to Optimus and Rhinox. "Are you certain that you will welcome me back into your ranks?" He asked, much to the surprise of Optimus and Rhinox.

"That's not even a question, Dinobot," Optimus firmly declared. "You are a Maximal and we will ensure that you remain treated as one. There's still much to catch up on, but for now…welcome back old friend." Extending his hand out, Optimus gestured for Dinobot to shake hands, which Dinobot did as Rattrap looked on with Twilight and Luna.

…

Meanwhile, at his castle up on the moon, Grogar stood in front of his cauldron in his workroom.

"Why do you summon me here, Grogar?" Megatron asked as he stepped down into the workroom. "Is it not enough you've reduced me to your obedient servant while you command the Predacons?"

"Megatron, I've called you here for reasons other than your continued humiliation. I've called you here because I just captured a strange spirit," Grogar replied, powering up the cauldron. "A spirit that is seemingly carved from another spirit." Charging his horns, Grogar fired his magic at the cauldron and then proceeded to chant an incantation.

A few moments later, a skeletal claw emerged from the cauldron followed by a shrieking roar. Then a skeletal velociraptor jumped out of the cauldron, causing Megatron's eyes to widen in shock! "Impossible!" He gasped, his voice filled with anger and disgust. "You actually brought this traitor back from the dead?"

"Why of course," Grogar remarked with a smile. "You created him from half of a spark, yes? The creature known as Transmetal 2 Dinobot?"

Megatron could well remember how his own creation had betrayed him at the climax of the Beast Wars. He wasn't thrilled to have him back.

"But of course, he won't serve you directly," Grogar further explained, trying to toy with Megatron's sensitivity. "Because after all, I am the new leader of the Predacons, am I not?"

Feeling the sting of his demoted leadership getting to him, Megatron snarled in disgust as Grogar walked over to the resurrected Dinobot clone. "Now then," Grogar asked with a sinister smile on his face. "Who is your lord and master?"

"You are," Dinobot 2 snarled while looking intently at Grogar. "Dinobot, terrorize!" And with a loud shrieking roar, Dinobot 2 transformed into his robot mode, smiling at Grogar and further embarrassing Megatron.

"I don't need to be a part of this, Grogar!" Megatron snapped. "He's yours, I'm done with it! I've been done since he betrayed me! Good night!" Transforming into his dragon mode, Megatron left the workroom as Grogar remained alone with his latest and deadliest recruit at his side.

"You, Dinobot 2, shall be the latest ally in my fight to retake Equestria once and for all." Grogar declared, stroking the transmetal 2 clone gently and absorbing the strong possibility of how valuable he would be in the war to retake what was truly his.

But little did Grogar know that up at the top of the stairs to the workroom, Lockdown was listening into all what was going on. "Megatron, what is it?" He asked as Megatron stormed up the stairs in a flying rage.

"As if you care, Lockdown!" Megatron seethed before flying away.

With no one else around, Lockdown reverted back into Discord as he went into a hiding spot. "Looks like this war is about to go double trouble," Discord remarked. "Thank Celestia I managed to get the real Dinobot to Twilight and the others."

Episode 21: "Gallus the Royal Guard"

Author's Note

Episode Summary: In an effort to boost his self-confidence and channel his feelings for Silverstream, Gallus considers enlisting in the war against Grogar.

Cast:

Gavin Longelo as Gallus

Emily Blunt as Tempest "Fizzlepop Berrytwist" Shadow

Lauren Jackson as Silverstream

Nicole Oliver as Celestia

Tabitha St. Germain as Luna

Kelly Sheridan as Starlight Glimmer

Ian Hanlin as Sunburst

Kathleen Barr as Trixie

Kiefer Sutherland as Gallus' father

Michael Pena as Grubber

John Malkovich as Hannibal

Katrina Salisbury as Yona

Devyn Dalton as Ocellus

Britt Irvin as Luster Dawn

…

"My Little Pony: Friendship is Magic" Season 11, Episode 21

"Gallus the Royal Guard"

Written by Jeff Snyder (TwilightSparkle3562)

Edited by SuperPinkBrony12

Episode 21: "Gallus the Royal Guard"

…

Ever since war had been declared on Grogar and his Legion of Doom, Equestria had been mobilizing for the long road of war ahead. Perhaps no one was more concerned or interested in what was coming than the students at the School of Friendship. Some of them were concerned while others were hoping to serve Twilight and the other princesses, to have a chance at fighting for glory and honor in Equestria.

However, for Gallus the Griffon, joining Equestria's military was more than just serving. He had an ambition to win the heart of a hippogriff that he had a crush on. He also had a dream of putting to rest a dark period of his past where his entire life had come crashing down.

One day, Silverstream and Luster Dawn arrived at the Treehouse of Harmony when they heard wartime music coming from one of the rooms within the treehouse:

Oh, the army's not the army anymore

It's better than it's ever been before

The bugler blows I can't get 'em up

At quarter after seven

But if you're tired, stay right there

And sleep until eleven

Ba rum dum dum rump ba da bum da dum

Oh, the army's not the army anymore

"Hmm," Silverstream remarked, looking over at Luster Dawn. "Since when did we get a record player?"

"Well it's either that or Gallus has taken up singing," Luster Dawn remarked as they walked into the treehouse. "And I certainly don't hear him singing." Meanwhile, the song began playing again:

The army's not the army anymore

It's better than it's ever been before

You used to walk a mile for beans

But now they bring them to you

And all the generals say "hello!"

As though they really knew you

Oh, the army's not the army anymore

Walking up the stairs, they went into the room where Gallus was doing his homework while listening to a record player:

They've got a lot of hostesses

The gals are really cuties

And entertaining these co-eds is part of your regular duties

Ba rum dum dum rump ba da bum da dum

Oh, the army's not the army anymore

"Um, Gallus?" Silverstream called, but the griffon didn't hear her. "Gallus?"

Going over to the record player, Luster turned it off and only Gallus' humming was heard, but not for long. "Who turned off the music?" He asked, turning around sharply and seeing Silverstream behind him as he blushed. "Oh, Silverstream. I didn't hear you there."

"Of course you didn't, Gallus," Silverstream remarked while picking up the record that Gallus was playing. "What exactly is this anyway?"

"Sandbar loaned it to me," Gallus explained. "With all this talk about war and stuff, it really got me interested."

"Interested? About what?" Luster Dawn asked while reading the record label. "'Classic wartime tunes?' Must be a new trend or something. Never really heard of them."

"That's because no one's ever needed to listen to war time tunes as of now," Gallus explained. "I mean there was the Griffon Civil War, but we all know how that went," Almost immediately, Silverstream couldn't help but notice a strange look on Gallus' face, almost as if he had something to hide from her. "He also loaned me a few others in case you are interested." He added while handing several other records to Luster and Silverstream.

"Um, thanks," Luster Dawn stammered with a puzzled look on her face. "'Pack Up Your Troubles'? 'It's A Long Way To Canterlot'?" Hmm, if you like, I can listen to it after I get all my homework done and give you my feedback on it."

"Me too," Silverstream added, sitting down next to her beloved. "Um, Gallus, is there something you're hiding from me?"

"What do you mean?" Gallus blinked.

"I mean, ever since Headmare Starlight announced that Tempest Shadow is coming to speak…" Silverstream began.

"Fizzlepop Berrytwist." Luster Dawn corrected.

"Yes, well, ever since Fizzlepop Berrytwist was announced that she would be speaking to us, you've been being very secretive about something to me," Silverstream pointed. "Are you interested in joining the military? Is that why you're listening to all this war time music now."

Gallus felt his eyes widen upon hearing this. "Why do you ask me that? What would give you that idea?" He asked, trying to hide his intentions. "All I'm trying to do is to show my support for Tempest Shadow…"

"Fizzlepop Berrytwist." Luster Dawn corrected again much to Gallus' slight annoyance.

"Whatever," Gallus shrugged his claws. "All I'm trying to do is show my support for Fizzlepop Berrytwist. She's one of the underdogs like I once was. I mean, look at what I went through, seeing my dad going crazy for one thing and causing me to…."

"Yes, how could I forget that, Gallus?" Silverstream asked, remembering the Hearth's Warming prank that caused Gallus to open up about his background. "We never knew you were suffering so much until then."

"Remember also that Tempest had her own issues with her past, yet now that she's Princess Twilight's captain of the royal guard, she has a chance to make her positive mark on Equestria." Luster Dawn added.

Luster's words echoed through Gallus' mind, but he knew that he and Tempest were destined to come together one way or another. He had a dream, an ambition to protect and serve all creatures of Equestria and no one was going to deny him that chance.

"Why do I get the feeling that Gallus is going to join the army?" Silverstream thought to herself as she attempted to focus on her schoolwork. "He's too young and besides…I love him."

…

The next morning, the whole student body of the School of Friendship was gathered in a large auditorium as Tempest Shadow looked up at them with a nervous glance on her face. "Do you think that they'll revile me? I know they're probably going to me… scary." Tempest asked Sunburst as she sat on the stage.

"I think they'll accept you for who you are, mostly," Sunburst replied and reassured her. "After all, we are at war. So they might view you differently given your military background."

"I hope so. Still, I'm more used to barking out orders than having friendly chats in classrooms," Tempest nervously confessed, looking at the multi-creature students, then she suddenly took notice of Gallus, sitting with his friends. "That griffon there, the one sitting next to that bubbly hippogriff. He's looking right at me. Who is he again?"

"That's Gallus. He's one of the students who saved our school from Cozy Glow," Sunburst pointed out. "Supposedly, he and Silverstream are close, like really close. But he always insists it's nothing."

Tempest kept her eyes on the griffon. She didn't really know why but something seemed to be drawing her to him.

"Good morning, everycreature," Starlight announced as all in the auditorium quieted down. "I'm sure a lot of you are excited about us having a really important guest speaker with us today. With Equestria in a state of war, I feel that some of you will have a lot of questions regarding what's going to happen, and how you can help fight this war."

"She's looking right at you," Silverstream whispered. "Tempest has her eyes on you, Gallus." Gallus. meanwhile, noticed that Silverstream had her claw in his, and felt a sense of Silverstream being worried for him.

"Everycreature, please join me in welcoming Captain Tempest Shadow of the Equestrian Royal Guard, specially assigned to the protection of Princess Twilight Sparkle and her co-rulers." Starlight instructed.

With the sound of applause, Tempest stepped forward, giving the audience her full attention. "Thank you, Headmare Starlight," Tempest replied, clearing her throat. "And uh… my actual name is…" She blushed. "Fizzlepop Berrytwist. But please, call me Tempest."

Feeling slightly embarrassed, Starlight backed away quite nervously.

"Now, as your guest speaker," Tempest began while pacing back and forth across the stage. "It's my duty to inform you of how you can help with the war effort First, I want to make it clear to anyone still confused: Yes, I am the same Tempest Shadow who onced attacked and enslaved the citizens of Canterlot per the Storm King's orders."

A series of nervous murmurs befell the students upon hearing this, including Luster Dawn herself.

"But," Tempest continued. "Rest assured that I am no longer that same pony. Thanks to her highness, Princess Twilight Sparkle, I've been given a second chance in life. And that second chance is helping Equestria fight against Grogar. But I cannot do it alone. I need your help, every one of you has a part to play," Activating her broken horn, Tempest produced a screen showing off a list of ways that creatures could contribute to the war. "These are the three ways any of you can contribute to the war effort," She explained. "First: You could enlist either here or with the armies of your kingdoms if you wish. I can tell you right now that if you enlist, you will be put through some of the most rigorous training of your young lives."

Gallus took this statement seriously. To him though, it didn't really matter what would happen. He had tough skin underneath his feathers.

"The other is by buying…" Tempest started to say only to stop when she looked to her left. "Um, Grubber? Grubber?"

"Sorry, Tempest," The hedgehog apologized as he carried a large box followed by Hannibal. "We weren't paying attention to the…"

But Tempest snatched the boxes away from her assistants and turned back to the audience. "By buying these," Using her magic, Tempest pulled out a green piece of paper with Twilight's portrait in the center. "These are war bonds," She declared. "The money you use to buy these war bonds will go towards producing weapons for our troops on the front lines. If you wish to buy now, my assistants will be coming up and down the aisles with these bonds, and will provide further instruction if needed."

Doing as they were told, Grubber and Hannibal proceeded to go up and down the bleachers.

"Finally," Tempest concluded. "How many of you here hold a specific talent?"

Right away, several students raised their wings, hooves or other appendages, including Ocellus, Smolder and Yona. "Good, because there will be plenty of times where our warriors will need to be entertained. It doesn't matter what you do, as long as it keeps our spirits up both on and off the front lines." Tempest smiled.

"We could do our cheerleading routine again," Ocellus whispered to Smolder and Yona. "It would be perfect."

"Yona like this idea!" Yona whispered back but Gallus had his own intentions.

"But remember this," Tempest cautioned as she concluded her lecture. "We are all in this together. Each of you must play his or her part in defeating Grogar and his allies. Only by working together can we win this war."

…

Once the assembly was over, Gallus set his attention on seeking out Tempest. Going down the bleachers, he approached the broken horned pony. "Excuse me, um, Captain Tempest?" He nervously asked as Tempest turned around to face him. "That was a…nice assembly you gave."

"Indeed," Tempest remarked, addressing the griffon. "You must be Gallus, correct?"

Suddenly, Gallus felt his heart sink in shock! He couldn't believe that Tempest knew who his name was. "You…you know my name?" He asked.

"I do," Tempest answered. "Princess Twilight told me about you and your friends, Gallus. About the special bond you all share. And she told me about your troubled past. I feel like we might have something in common. So if you're interested, come to the castle after school today and I will relay my plans for you."

Following this advice, Gallus left the auditorium "I can't believe she knows my name," Gallus thought to himself as he dashed to class. "And for that matter, my troubled past in general. Something must be up."

Meanwhile, back in the auditorium, Tempest was left alone with Starlight and Sunburst.

"I'm sure the students could learn a lot from you, Tempest," Starlight remarked as Tempest stepped off the stage. "But, do you think that focusing all of your attention on Gallus…"

"Princess Twilight told me that he needs personal guidance and direction," Tempest interrupted. "Just as she once gave me."

"Tempest we…" Starlight stammered. "We have a lot in common, but…Gallus might be too young to even enlist in the Equestrian forces. For that matter, even our older students might not want to enlist."

"Look, Starlight Glimmer," Tempest firmly declared. "Everycreature must play his or her part. Even I sense that young Gallus has a hunger for fighting not only this war, but a personal war of his past. Think about that, why don't you? He could be great if he had a way to channel all his resentment and self-doubt in a productive way."

Flabbergasted, Starlight watched as Tempest left the auditorium followed by Grubber and Hannibal. "I shall see myself out, Headmare Starlight."

Starlight reluctantly nodded. "Um, okay." Waving nervously, Starlight could only wonder if one of her most troubled students really could or would be willing to enlist if given the option.

…

When the school day finally ended, Gallus prepared to make his way over to the Castle of Friendship, but Silverstream was concerned. "So, you aren't going to the treehouse?" She asked while at the lockers.

"Sorry Silverstream," Gallus answered. "But Captain Tempest Shadow wants to see me. This might be my one chance to finally kick the demons of my past! A chance to finally give back to the country that gave me friends, a home and most importantly a family!"

This made Silverstream think back to when Luna had helped Gallus confront the actions of his father. She'd thought that would be the moment where Gallus would get over his past. Yet now it seemed like it had all been for nothing. "But what about going to your father's grave in Griffonstone?" She wondered. "Isn't that enough?"

"I shut the door on my past, now I have to start thinking about my future," Gallus declared. "Look, Silverstream, I'll be back tonight. But right now, Tempest is waiting for me and I don't wanna let her down."

Before Silverstream could say another word, Gallus dashed away. The young hippogriff felt worried that the love of her life was possibly making a big mistake. And to her, she felt there was only one pony who could possibly help her in this situation.

Leaving the School of Friendship, Gallus made his way next door to the castle and knocked on the front door, expecting Spike to answer. But,when the door opened, he got a surprise in the form of Grubber. "Um, Tempest told me to meet her here," Gallus said to the hedgehog. "She said so herself, didn't she?"

"Y-yeah," Grubber slowly replied. "But uh, that's what she wanted you to think. Uh, Hannibal?"

Hearing the sounds of thumping, Gallus turned around and saw the storm creature wielding his spear and shield, growling menacingly. Reacting fast, Gallus managed to dive out of the creature's way. "What?! Are you nuts?!" Gallus cried to Grubber as Hannibal whacked him with his shield and onto the ground. "I come in peace!"

Hannibal didn't listen as he leapt into the air and attempted to squash Gallus like a pancake!

Fortunately, the young griffon managed to duck out of the way and taking his front claw, he clenched it into a fist and punched Hannibal in the chest, sending the storm creature stumbling back slightly.

Snarling, Hannibal grabbed his spear and attempted to finish off Gallus, only for a commanding voice to stop him.

"That's enough, Hannibal!" Gallus turned to see Tempest Shadow in her royal guard armor.

"Captain Tempest," Gallus cried out. "What…what's the meaning of this? I thought you wanted to…?"

"Did you think that this was going to be an ordinary conversation, young griffon?" Tempest remarked. "This was merely the first test in which you will demonstrate your abilities. I always believe actions speak louder than words."

This made Gallus confused. "My…abilities?" He blinked.

"Yes," Tempest nodded while pointing the tip of her spear at Gallus. "Your abilities. Now follow me, unless you're having second thoughts about this."

"No ma'am," Gallus shook his head. "But where are we going?"

Tempest smiled. "Why, to begin the first part of your training of course."

"My training?" Gallus wondered as he reluctantly followed Tempest to an unknown destination.

…

Back at the School of Friendship, Silverstream was in Trixie's office trying to come to terms with what was going on with Gallus. "He…I don't know, ever since Gallus heard that Tempest Shadow was coming to visit the school, he seems…determined to fight in the war despite his age."

"Most creatures do have that hunger to prove themselves, Silverstream," Trixie remarked. "And the desire to fight for what they hold dear. I mean, he's only young once."

This didn't bode well with Silverstream, giving the magician and guidance counselor a cold stare. "But that's just it, Counselor Trixie," Silverstream protested. "He's still young, he's still a child. Even at his age he's too young to be fighting. What can I do to make him understand that fighting the war in his way is too dangerous? If it's still ongoing when he comes of age and he's fully graduated, maybe then he can reconsider."

It was then that Trixie suddenly came to a conclusion. "Silverstream," She spoke up, walking over to the young hippogriff. "This may sound odd, but…do you…love Gallus?"

"What…what do you mean?" Silverstream blinked in confusion.

"I mean, do you love him in general?" Trixie pointed out. "Do you have feelings for him?"

Suddenly, Silverstream began to feel slightly awkward at being asked such a question. "Uh…"

"Anything you say in this school, doesn't leave this school," Trixie promised. "Your word rests with me, Headmare Starlight, Vice Headstallion Sunburst and Professors Celestia and Luna. Even your friends don't have to know."

Sitting up, Silverstream looked up to the ceiling and sighed deeply. In her mind, there was no use in running anymore. "Yes," She firmly answered. "Yes, I do love him, Counselor Trixie. It's scary, but it's true. I love him with all of my heart. That's why I'm worried about him joining the fight against Grogar like this. He's gonna get himself killed, I just know it!"

"Then, perhaps you should tell him that," Trixie suggested. "Tell him how you really feel about him so he understands."

"Counselor Trixie, are you sure about that?" Silverstream cried. "What if he rejects me? Or what if he…?"

But a touch of Trixie's hoof quieted Silverstream. "These things take time, Silverstream," Trixie said. "He'll understand everything in due time. I mean, it's like a magic trick that you want to keep practicing over and over again until it's right, right?"

Silverstream said nothing.

"Hey, I'm a part time magician. So if I say it's true," Trixie pointed out. "You need to tell others these things while you have the chance." Still Silverstream had to absorb the fact that she had feelings for the young griffon.

…

Meanwhile, Gallus found himself back at the School of Friendship's track and suddenly found himself staring down a rather bothersome sight: Three caged timberwolves right in the middle of the field.

"Welcome to the first lesson of your training, Gallus," Tempest declared. "These timberwolves are deadly creatures and only you can defeat them."

"But first," Grubber added, holding what appeared to be golden royal guard armor in his paws. "You got to look the part."

Nervous, Gallus took the armor and put it on him as the sounds of the timberwolves continued to grow louder and louder.

"You expect me to fight these things?!" Gallus cried to Tempest. "What are you…insane?!"

"No," Tempest quietly replied. "It's time for you to grow up some more. You will not fight them all at once, and these timberwolves have been trained. Worse comes to worse, I will intervene. But I expect you to put up a fight."

But Gallus was not prepared for what he heard next.

"OPEN THE CAGES!" Tempest shouted and a dark blue aura opened the cage doors and the timberwolves were released, one charging right towards Gallus while barking and snarling.

Gallus could only gulp at what he was about to go through.

Barking and snarling, the first timberwolf charged at Gallus! Gallus grabbed his sword, waving at the timberwolf while trying to defend himself. However, the wooden wolf was too quick for Gallus, leaping at him and forcing the griffon to the ground.

Taking the sword, Gallus attempted to roll out of the way as the timberwolf attempted to pounce on him. But Gallus kicked it in the jaw, allowing himself time to get away.

"This is your first big test, Gallus!" Tempest called. "The timberwolves represent much more than themselves!"

Taking to the air, Gallus managed to avoid the first timberwolf, but another swatted him back down on the ground! Using his shield to defend himself, Gallus could still smell the timberwolf's bad breath breathing down on him. "Gallus," He suddenly heard a voice that was all too familiar to him. "Gallus, my son."

Gallus suddenly began to hear the voice coming from within the timberwolf's mouth. "No, no it can't be!" He cried, grunting and pushing the timberwolf back with his feet. "No!"

Charging, the timberwolf bit down on Gallus's right leg as he tried to fly back into the air! All the griffon could do was struggle and cry out in pain. "Dad?!" He cried out! "Why are you in there?! Can't you just…?"

"Gallus, listen to me!" He heard the voice again from within the timberwolf. "I know you hate me for what I did. But, I love you and have been watching over you since…"

"Shut up!" Gallus snarled, taking his sword and slashing at the timberwolf! Then, taking his shield off the ground, Gallus began beating it on the timberwolf over and over again. "You never loved me…"

"I do love you, Gallus," The voice protested from within the Ttmberwolf. "And I want you to think about what you're doing."

"Doing what?" Gallus cried. "Joining the army to fight?! I did it to get away from you! Bury my past forever! If you've come for forgiveness…"

"Son, I know you will never forgive me," The voice said as the timberwolf pushed Gallus to the ground and placed its paw on his underbelly. "But you must think about what you're doing. You aren't just doing this to bury your past, are you?"

"What are you saying?" Gallus thundered, the pressure of the timberwolf's paw pushing down hard.

"I mean, you have feelings for somecreature. Somecreature who cares about you." The voice explained.

Growling, Gallus managed to push the timberwolf off and in a fit of rage, took his sword and began trying to cut it into pieces! After several moments, Gallus stopped while the other two timberwolves ceased their advances.

"You're joining the war to impress your hippogriff friend, right?" The voice asked as Gallus turned around to see the ghost of a griffon. "The one called Silverstream?"

"It's more than that, Dad. It's more than you would ever understand," Gallus protested. "Yes, I love Silverstream and you can't stop me from loving her! But this isn't about her!"

"Son, I want you to think about what you're doing here today," The ghost cautioned, trying to place his ghostly claw on Gallus. "I admire your ambition to join the royal guard, but…"

"But what?" Gallus asked. But then suddenly, he turned to see the other two timberwolves transform into Celestia and Luna respectively. "Professor Celestia?! Professor Luna?!" He cried, before turning to Tempest. "What's going on here?"

"We all care about you, Gallus," Luna explained as she approached the young griffon. "But your father has a good point about your feelings for Silverstream."

"Don't do this because you love her, Gallus," Celestia cautioned. "I want you to live a full and normal life and I'm sure everyone here agrees with me."

Turning around, Gallus saw Tempest, Celestia and Luna all nod their heads in agreement.

"But, but…joining the royal guard, fighting against Grogar…" Gallus started to protest.

"There's much more to the royal guard than just fighting wars, Gallus," Tempest cautioned. "And there are other ways you can contribute off the battlefield. I had to learn that the hard way after the Storm King was defeated. You're still young and your education should come first. Trying to be a hero is not a bad thing, but if it's all you think about it will lead you down a path of no return."

Gallus was shocked at what he was hearing as at that moment, Silverstream came down to the field with Starlight and Trixie following suit.

"Gallus!" Silverstream cried, landing in front of her boyfriend and hugging her. "I heard all the noise and…"

"Silverstream!" Gallus interrupted while taking an enormous gulp. "There's something you need to know."

"That you love me?" Silverstream guessed, much to Gallus' shock.

"Well, yeah, but…" Gallus stammered. "I…I only considered joining the royal guard…to…to make you proud of me. So that when I defeat Grogar, you can look at me as a hero."

A smile came onto Silverstream's face and she placed her beak onto Gallus' giving him a big kiss as the older mares stepped back. "You're already a hero in my eyes, Gallus," Silverstream warmly replied with a smile. "And I want us to have a future together. But I need you at my side for that to happen. Please, Gallus. We can both contribute to the war without either of us needing to risk their lives just to prove something."

Overwhelmed with emotion, Gallus threw himself onto Silverstream, hugging her tightly.

…

From a safe distance, Tempest and the other mares watched what was going on. "There's more to being a royal guard than just fighting," Tempest remarked. "It takes much more."

"Yeah," Starlight sighed, remembering her own troubled past. "Gallus' dark past is something he's been trying to bury. But he can't bury it forever. And sometimes we have to face our fears head on before they lead us to do things we shouldn't do."

"It's the same for everycreature," Celestia added. "There are other students who no doubt feel the same way as Gallus."

"What are you saying, sister?" Luna wondered.

"I think your sister is saying," Trixie answered as they all left the field to give Gallus and Silverstream some privacy. "That this war is going to affect a lot of students, and like Gallus they may want to join in order to prove a point."

"So what should we do if that happens?" Celestia asked.

"We'll think of something, Celestia," Starlight reassuringly replied. "I have a feeling this is only the beginning of what's to come for the school."

As the two alicorns and two unicorns walked back into the building, Tempest turned around and saw Gallus and Silverstream still on the field. "And it's certainly the beginning of what's to come for you, Gallus," Tempest thought to herself. "You and your friends. Hold onto them and never lose sight of them. Even Twilight believes they may hold the key to Equestria's future."

…

Episode 22: "The Reluctant Dragons"

Author's Note

Episode Summary: Spike tries to help Ember rally the dragon lands to help fight the war against Grogar and his minions.

Cast:

Cathy Wesluck as Spike

Shannon Chan-Kent as Smolder

Ali Milner as Ember

Matt Worlick as Torch/Dragon #1

Vincent Tong as Garble

Tara Strong as Princess Twilight Sparkle

Kelly Sheridan as Starlight Glimmer

Peter New as Doctor Stable

Doc Harris as Grogar/Dragon #2

David Kaye as Megatron

Scott McNeil as Dinobot II

Campbell Lane as Rampage

Martin Short as Lieutenant Bray

…

"My Little Pony: Friendship is Magic" Season 11, Episode 22

"The Reluctant Dragons"

Written By Jeff Snyder (TwilightSparkle3562)

Edited By SuperPinkBrony12

...

Episode 22: "The Reluctant Dragons"

...

In the effort to better prepare her nation for battling Grogar, Twilight had been attempting to rally Equestria's allies in the war against him and his minions. While some creatures (such as the changelings and the hippogriffs) were eager to do their part, others were not as forthcoming. So now Twilight found herself resorting to a desperate measure as she sat in her quarters in Canterlot one night. "Spike," She sighed while turning her attention away from her paperwork to her little brother and royal advisor, who was sitting in his small bed and reading a comic book. "Spike!"

"Oh, uh, sorry Twilight," The dragon stammered, dropping the comic book. "I just got engaged in this latest comic and didn't hear you."

"I figured as much," Twilight sighed as Spike left his bed and flew over to her. "I've been doing a lot of thinking about who we've managed to persuade. It's not enough if Grogar tries anything and we don't have the Maximals to rely on for backup."

"Well, you know how some of the other creatures are, Twilight," Spike remarked. "The yaks are stubborn, the griffons… well, they're preoccupied with trying to restore their homeland to its former glory. And don't even get me started on the dragons."

"But you're the Equestrian ambassador to the dragon lands, Spike," Twilight sighed, dropping a quill that had been held in her aura on her desk. "If there's anycreature who they'd listen to, it's you."

"I suppose you have a point," Spike realized. "But Ember has tried over and over again to get them to understand our situation, to no avail. Smolder and Garble are the only other exceptions."

"That's because Ember probably isn't being as tough on them as she should be. This is one of those occasions where strong leadership is needed," Twilight muttered to herself. "Spike, I need you to help Ember in the negotiations. If it makes you feel better, I can have Smolder go with you."

"Three heads are better than one," Spike declared while flying back to his bed. "But uh, doesn't Smolder have school?"

"I can have Starlight give her a free pass for the occasion, provided Smolder makes up all the homework she misses," Twilight replied. "This is a war we're fighting and every single creature must play their part."

Suddenly, Spike came to a realization. "Unless," He spoke with his eyes widening. "The dragons think this is all about fighting strictly. There's more to this war than just fighting, though."

"You're right, Spike," Twilight nodded. "And you and Smolder are going to help Ember make them realize that."

Taking in what was being spoken to him, Spike went back to reading his comic book while Twilight began drafting a note to Starlight Glimmer.

…

The next morning, Smolder knocked on the door of Starlight Glimmer's office, wondering why she was being summoned. "Um, Headmare Starlight?" She asked while peeking into the office. "You wanted to see me?"

"Yes, Smolder, come in," Starlight beckoned, gesturing the young dragon into her office. "Princess Twilight gave me this note this morning regarding the dragon lands. Are you aware that the dragons are reluctant to fight in this war?"

"Well, not every dragon is reluctant," Smolder replied as Starlight hoofed her the note. "I mean…I can fight just as well as any of those Maximals if necessary!"

"Y-yes, I'm… sure you could," Starlight stammered, not wanting to picture one of her students fighting in the war. "But that's beside the point. The fact is that every creature has to participate if we are to have any chance of winning this war. I mean, you remember what happened in the Crystal Empire and Mount Aris, right?"

"I remember hearing about it after the fact," Smolder replied. "So, what? Does Princess Twilight want me to go and convince my fellow dragons to fight against some metal monsters?"

"You won't be going alone." Starlight smiled as the door opened to reveal Spike on the other side.

"That's right, Smolder. You're helping me." Spike declared. The young female dragon was happy to see that she was going to be helping Spike, but could only wonder if her fellow dragons were actually going to listen when she spoke to them.

…

Meanwhile, up on the moon, Megatron was summoned to Grogar's throne room where important news awaited him. "Bow to me!" Grogar commanded as Megatron stood in front of him in disgust. "You will bow to me, servant! You have no choice."

Groaning, Megatron bowed down to Grogar in mock respect. However, he remained to focus on why he had been summoned. "You summoned me for a reason, Grogar," Megatron bitterly remarked. "What is it of great importance that you wish to share with me and me alone?"

Rising from his throne, Grogar stepped down, looking up at the disgraced Predacon leader. "I come with a proposition," Grogar explained, sneering at Megatron. "Because it seems to me that there isn't enough room in this castle for the both of us."

"What do you plan for me, 'master'?" Megatron coldly hissed.

"I propose that if we manage to defeat King Vorak," Grogar replied while circling around Megatron like a vulture. "You and your Predacons will need to have a place to call your own. I can provide that, for a price."

But Megatron didn't believe Grogar. "How do I know you aren't planning to stab me in the back?! You've already stolen the Predacons from me! You might as well destroy me now and be done with it!"

"Why would I do that?" Grogar snickered while going back up to his throne and sitting down, stroking Scarface on the head with his hoof. "Then I wouldn't have someone to report to me their findings in Equestria. Your enemies are already there."

"Of course they're down there!" Megatron snapped with a look of anger on his face. "Optimus and those Maximals are probably planning their next move right now. And instead of confronting them, you have me stuck up here on the moon like a fool!"

Despite Megatron's anger, Grogar remained steadfast in his confidence. "Like I said, servant, you won't have to be here forever. I'll be out of your circuits soon enough."

Just then, the doors to the throne room opened and Lieutenant Bray came racing in! "What do you want, Lieutenant?" Grogar cried.

"Sire," Lieutenant Bray panted while trying to catch his breath. "A stasis pod has just been spotted!"

This made Grogar turn his attention away from Megatron, walking past him. "Where?" Grogar asked the donkey.

"It's been spotted…in dragon territory." Bray reported while still panting.

Sensing an opportunity, Megatron tried to convince Grogar to let him go. "Let me recover it!" He pleaded.

Grogar was unconvinced. "No," He firmly answered. "I want you kept in reserve!"

"But..." Megatron protested.

"THAT'S AN ORDER!" Grogar yelled, getting into Megatron's face before turning back to Lieutenant Bray. "Never question me again, servant! Have Rampage and Dinobot II recover the pod and bring it to me."

"Of course, your excellency." Lieutenant Bray saluted, bowing to Grogar before turning to leave the throne room.

"You need to learn your place, servant," Grogar grunted at the Predacon leader. "Now get out of my sight before I change my mind about your new place!"

Insulted and embarrassed, Megatron transformed back into a dragon and flew out of the throne room. He was growing to like Grogar less and less with each passing day.

…

Meanwhile, Spike and Smolder left the School of Friendship, and soon they found themselves arriving towards the dragon lands where they were greeted by a forlorn Ember.

Ember was looking down from a crag at her dragon subjects with an equally forlorn expression on her face.

"Hey…Ember," Spike greeted as he and Smolder landed beside the dragon lady. "What's up?"

"Oh, hey there…uh, Spike," Ember acknowledged while turning around to face the two dragons. "And Smolder too. What are you both doing here? Shouldn't Smolder be in school?"

"You're not my mom, I don't need you to tell me what to do!" Smolder pointed out. "I came here with Spike to help you convince the dragons to fight in the war."

"Look, you both just might be wasting your time coming here now," Ember sighed. "I've tried everything I can think of to get the dragons to fight. But look at them, they don't even care!"

As Ember spoke, a random dragon jumped into a lava pool while screaming at the top of his lungs. "It makes me wonder if I'm even worthy of being dragon lord in the first place."

"Don't say such things! Perhaps you just don't have enough backup," Spike pleaded. "As Princess Twilight's royal advisor and ambassador to the dragon lands, they will listen to you if I'm by your side."

"Not all the dragons will respect you, Spike." Ember pointed out.

"What do you mean, Ember?" Smolder questioned. "My brother already knows how to respect Spike. You saw him. And he used to be one of the worst dragons out there."

"Your brother may have changed his ways, but not all the other dragons have," Ember sighed again. "There's just got to be something that'll get them to realize that this war affects the dragon lands as well."

Suddenly, she noticed smoke coming from one of the nearby caves and right away, who it was that was making the smoke. It was her father, Torch.

"Maybe your dad can help us," Spike suggested only for Ember to shake her head in protest. "What's wrong? Why wouldn't he wanna lift a claw to help you?"

"He won't listen to me even if I begged him to," Ember sighed. "When I took over the position of dragon lord, he explained to me that I had to not rely on him for help at all. That's how it's supposed to work with the dragon lord, even if you take over peacefully instead of by force like what usually happens."

Both Spike and Smolder felt their hearts sink in solidarity with the dragon lord. In a situation like this, someone as commanding in presence as Torch would be greatly appreciated.

…

Approaching a large cave with Spike and Smolder, Ember took a deep breath knowing that she was about to once again ask for the advice of her father. "Dad?" She called into the cave. "Dad? You in here? Please tell me you're okay."

"What is it, Ember? I can hear you plain as day," Torch cried out. "Is it about that stupid…?"

"-Dad, you know how important this war is!" Ember interrupted while flying into the cave. "It's not just for the sake of Equestria that I'm doing this. I've been preaching to every dragon that this war concerns you just as much as the next dragon. If Grogar and his forces aren't stopped now, what's to stop them from invading the dragon lands after they're finished with Equestria?"

All soon came across Torch lying down on his stomach with a look of impatience on his face, smoke billowing out of his mouth. "Ember, must we go through this again?" Torch sighed. "This so-called 'war' is only for ponies and those mechanical monstrosities they've allied themselves with. Why do you want us risking our lives for something that we don't associate with? You think we can't handle a bunch of sentient tin cans?"

"Grogar is a dangerous enemy to Equestria and to an extent us, and those 'tin cans' of his are a force to be reckoned with!" Ember protested as Torch then turned his attention to Smolder and Spike. "Dad, are you even listening to me?!"

"Tell me something, Smolder," Torch asked the teenage dragon. "Would you want to risk your life fighting against something that doesn't concern you? You don't owe Equestria anything, let the ponies fight their own battles."

"No disrespect, Torch," Smolder remarked. "But Ember has a point. At the School of Friendship we've been learning about Grogar and all his past actions. The ponies couldn't even defeat him, they had to deprive him of his source of bower and have him banished."

Torch then turned over to Spike, his giant frame casting a shadow over the royal advisor to Twilight and her friends. "Hmm, I see you have achieved a rank of importance, small one. And you've gained your wings as well," Torch remarked, the smoke from his nostrils coming down hard on Spike. "Ember says you're now royal advisor to the new ruler of Equestria, is that true?"

"Rulers of Equestria," Spike corrected. "Remember there are five other rulers besides Twilight, even if she was the first officially designated successor."

"And six rulers are much better than one," Smolder declared. "They've done wonders in their short time on the throne!"

But Torch didn't believe the truth. Grunting, he stretched out his wings and sighed deeply, determined to remain in solidarity in his retirement. "Well good for them. Seems to me like they've got all the help they need. Grogar's their problem, let them deal with him."

"Dad, either way you're going to have to face the truth," Ember protested. "As dragon lord, keep in mind that I might have to force you and all the other dragons to fight in this war should it come to that."

"Force me to fight?!" Torch remarked with a snort. "Ember please, if I was still dragon lord, I would be willing to fight this Grogar. But, I'm not dragon lord now, so leave me be. We dragons won't be dragged into something that doesn't affect us personally. We've already given everything Equestria asks of us, we won't give any more."

Exasperated, Ember left the cave in disgust.

…

Meanwhile, at the edges of the dragon lands, Grogar's teleportation beam had brought both Rampage and Dinobot II down for the sole purpose of recovering the stasis pod.

"Seek out the pod," Dinobot II said to his half-brother. "And destroy anyone who gets in your way! Grogar commands it."

"Hmm, whatever you say, feeble half-brother of mine," Rampage muttered, still disgusted at the fact that half of his spark was inside Dinobot II. And he said to himself. "Mark my words: One of these days I'll rip your spark out and place it back in me! Then I'll be whole!"

Navigating the rocky surface of the dragon lands, Dinobot II sniffed around for any sign of the pod. Finally, he began to smell a strange presence near one of the lava pools. Transforming from beast to robot mode, Dinobot II used his laser eye to pick up the location of the pod. He eventually came across a series of tracks down in the dirt. "It has to be here!" Dinobot II growled, using his laser vision to follow the drag trail of the pod. "My sensors are picking it up!"

Sure enough at that moment, Garble and several of his dragon friends were inspecting the stasis pod closely.

"What do you think it could be?" One of the dragons asked as Garble attempted to open the pod. "It looks like a pony coffin."

"It doesn't look pony to me," Garble replied. "But it does give me an idea for a poem I've been thinking of doing."

This caused the other dragons to laugh loudly! "Come on, guys! I'm serious!" Garble cried. "I mean, this…whatever this thing is, it is something worthy of a story being told. I just need to know what it is."

Looking closely at the pod, Garble placed his head at the small window at the head of the pod, seeing the face of a protoform inside. "Trapped in a bind such as I," He whispered to himself. "I look into the world that I should be living in."

"What's that supposed to mean, Garble?" Another dragon scoffed.

"It's a free verse poem," Garble replied. "Yeah, I know it doesn't rhyme but it's a form of expression."

But the dragons weren't interested. Garble sighed at the disinterest his fellow dragons were showing. "One of these days you'll show an appreciation for what I do," Garble groaned as the dragons laughed and flew off.

All Garble could do then was sit with the pod, longing for the respect he sought after as an artist and poet. "Trapped in a bind such as I," He said to himself, while tapping his claws on the pod. "I look into the world that I should be living in. I live in this confining world…"

The more he reflected, the more inspired that the red scaled dragon became. His creativity was flowing. "Hey, this is something here!" But his creativity was interrupted as he suddenly began to hear a low growling. "What was that?" He asked himself, looking around his space. "Who's there?! If you guys are looking to…" But suddenly and without warning, Garble found himself attacked by a skeletal velociraptor!

…

Back outside Torch's cave, an exasperated Ember sat down on a rock in frustration. "Dad is such a hardhead!" Ember groaned as Smolder and Spike sat next to her. "Imagine my own father, not being supportive of his only daughter! I mean, is it so hard to ask to get help from someone you care about?!"

"There have to be some dragons who are willing to help fight this war besides just you and my brother," Smolder suggested. "Like me for example."

"You are an exception, Smolder," Ember unhappily sighed. "You go to a school with other creatures who know about this war more than anyone. But one dragon isn't enough."

"Why do you think there's so much hesitancy?" Spike asked. "Could it be that the dragons really have better things to do than face off with Grogar and his goons? It affects everycreature! Perhaps something needs to happen here, something that can get you all to understand what's at stake here!"

"What do you mean?" Ember asked, looking over at Spike.

"I mean something major needs to happen to shock the dragons into realizing how vulnerable they really are," Spike suggested. "Like an attack from Grogar or one of his goons."

Suddenly, the three dragons were treated to the sounds of a screeching roar followed by the sounds of equally loud screams of pain!

Right away, Smolder recognized the screams! "Garble!" She cried in dismay! "He's in trouble!" And Smolder took to the skies, following the sounds of her brother's screams.

"Smolder! Wait!" Spike as he and Ember took off as well!

Flying as fast as her wings could carry her, Smolder came across her brother, lying down on the ground beaten and bruised by Dinobot II.

"The pod," Dinobot II demanded in a quiet and tense voice. "Now! I won't ask a second time."

Coughing, Garble struggled to get to his feet, but was unable to do so. He tried to speak, but he couldn't.

"Too bad for you. Now you see how foolish it is to stand in my way," Dinobot II remarked, once again transforming from beast to robot mode and swinging his tail at Garble, hitting the dragon in the chest and turning him over on his back. With Garble still down, Dinobot II activated his commlink. "Rampage, on my position. We have the pod. Let us depart."

Turning his attention back to the pod, Dinobot II prepared to claim it only to hear the sounds of Smolder calling out to her brother!

Flying as fast as she could, Smolder tried to get to her brother! But before she could reach him a small rocket fired, hitting Smolder and knocking her to the ground, much to Spike and Ember's horror! "SMOLDER!" They both cried and they saw Rampage cackling wildly after striking Smolder down.

Horrified, Spike and Ember made their way down to the injured Smolder, her left wing badly injured while cuts and bruises covered her body. All Ember could do was look pn in shock and anger

Shocked at what was going on, Ember and Spike were left to tend to the injured Smolder while also needing to help out Garble.

"What should we do?!" Spike asked Ember.

"Go help Garble!" Ember ordered, much to Spike's shock. "I'll help Smolder! We've got to get them out of here!"

Not wanting to pick a fight with the dragon lord, Spike raced towards Garble only to discover Dinobot II still trying to get the pod away from Garble. "Hey you!" Spike shouted, catching Dinobot II's attention. "Leave him alone, you overgrown pile of scrap metal!"

Opening his eyes weakly, Garble couldn't believe that the pony loving dragon he'd always picked on was trying to help him out.

Agitated, Dinobot II fired his laser eye at Spike. But the young dragon flew out of the way and darted towards Dinobot II, headbutting him in the chest and up against a rock. Snarling, Dinobot II reverted to his beast mode and proceeded to jump onto Spike, but the young dragon flew out of the way.

Taking a deep breath, Spike fired a blast of fire at Dinobot II, hitting the skeletal dragon in the chest! But Dinobot II still had what he'd come for and grabbed the stasis pod with his tail.

"Hey! Come back here!" Spike shouted only for a missile fired from Rampage to back him away. "You're gonna pay for hurting my friends!"

Meanwhile, up on the moon, Grogar could see that the pod was in their possession and immediately brought the two Predacons back up.

Rampage laughed as Grogar's beam brought them back up to the safety of the moon. "Long live Grogar!"

…

With the Predacons gone, Spike flew over to Garble's side and looked over his wounds. "You're badly hurt, Garble. You're lucky to be alive," Spike sighed. "We need to get you to a hospital right away."

"A…pony hospital?" Garble asked while groaning slightly. "Just when I thought that…" But Garble couldn't speak any longer and fell unconscious due to his wounds.

Just then the sounds of heavy wings flapping were heard, and towering over a surprised Spike was Torch.

"Torch?" Spike asked, his face filled with shock and surprise.

Opening their eyes a short time later, both Smolder and Garble heard the sounds of a heart monitor attached to both of them while discovering that they were now in hospital beds being tended to by ponies.

"Where…where am I?" Smolder groggily asked. "These…these aren't the dragon lands."

"Of…course they're not," Garble replied while trying to look over at his little sister. "Hey, little sis."

"Hey, Gar-Gar." Smolder weakly smiled, looking over to see all of the bandages that covered her brother's wounds.

Just then, Ember, Spike and Twilight entered the room followed by Doctor Stable.

"Good to see you're both alive," Twilight sighed in relief. "We weren't sure if you'd survive."

"Wha…what happened?" Garble asked while looking all around. "The strange box…where? Where is it?"

"You mean the stasis pod?" Twilight corrected and hung her head. "It's gone. I'm sorry."

Groaning, Garble became dismayed over the fact that his source of inspiration had been taken from him.

"Garble, you should be lucky that you're alive and in one piece," Ember declared. "That strange creature beat you up pretty badly."

"It…it all happened so fast," Garble groaned. "There I was, with a thing that I could write a story from. Then this strange dude comes along and just…attacks me for it. I had inspiration in my claws!"

"There will be others, Gar-Gar," Smolder winced, feeling the pain in her wing as she tried to look over at her brother. "I fared no worse than you, you know."

"You both should consider yourselves lucky to be alive," Doctor Stable declared as he adjusted his glasses. "When you were brought in, you both had very severe injuries that could have killed you both. And that's despite your thick dragon scales that would normally protect you."

This caused Garble to groan more.

"I'm serious," Doctor Stable continued. "I've decided to keep you both in here for several days for observation. You might also need physical therapy to recover from the damage inflicted upon you."

Both Smolder and Garble were not thrilled with the decision that was made for them. Both of them had plans that were now ruined thanks to the two Predacons.

"So, what happens now?" Spike wondered as he left Smolder and Garble's hospital room. "Grogar finally brought the war to the dragon lands."

"If anything, this was probably the wake up call that we all need in the dragon lands," Ember unhappily sighed. "I've come to the realization that we can't hide from the truth. This serves as a warning to just that."

"We're all in this together, Ember!" Spike promised.

"Yeah, we are." Ember nodded. "At least I won't be alone in getting the truth out there to the dragons any longer."

Looking out the window, Ember saw her father take to the air and headed back towards the dragon lands. In her mind, Torch was now able to back his daughter up in rallying the dragons to fight Grogar.

…

Back on the moon, Rampage and Dinobot II carried the stasis pod into Grogar's throne room, much to the ram's delight and to Megatron's irritation and embarrassment.

"Well done, my Predacons," Grogar remarked with a smile of evil on his face as he inspected the pod. "You've brought another possible warrior to add to our ranks. Was there any resistance?"

"Negative, all resistance was defeated." Dinobot II replied.

"Although there was this one creature," Rampage started to explain, only for Dinobot II to crush down on his spark, sending Rampage to his knees briefly. "What? It's true! There was one creature…"

This caused Dinobot II to press on the spark more, causing Rampage to scream loudly in pain. "We had no resistance!"

"Good, my loyal warrior," Grogar chuckled, stroking Dinobot II's face. "I can see that you will prove yourself to be quite worthy in this conquest. Take this pod to the caves of deception."

"The caves of deception?" Rampage asked, recovering from the tension in his spark caused by Dinobot II pressing on it.

"Apparently, someone within our ranks obtained access to the storage rooms where the pods are kept," Grogar explained. "I need them to be kept under tighter security until I can convert them. Is that clear?!"

"Yes, master. As you wish." Dinobot II acknowledged and left the throne room along with Rampage, the pod in tow.

Once they were gone, Grogar then turned his attention to Megatron, a look of suspicion deep in his face.

"Why are you looking at me like that?" Megatron nervously remarked as he backed up.

"I don't like backstabbing servants," Grogar warned, his horns glowing gold. "If you're trying to betray me at all…"

"I am not trying to backstab you, no!" Megatron protested.

"See that you don't," Grogar hissed. "Or else your existence will come to an end! Now leave me!"

Doing as he was told, Megatron bowed to Grogar and left the throne room. As he was left alone, Grogar began to get a suspicion that someone within his ranks was planning to betray him. He didn't know who, but whoever it was would soon suffer his wrath!

Episode 23: "Cheese Pie"

Author's Note

Episode Summary: Cheese Sandwich returns to Ponyville for a business visit just as he begins to develop feelings for Pinkie Pie.

Cast:

Andrea Libman as Pinkie Pie

Weird Al Yankovic as Cheese Sandwich

Jesse Inocalla as Sans Smirk

Tabitha St. Germain as Mrs. Cake/Luna/Granny Smith

Brian Drummond as Mr. Cake

Nicole Oliver as Celestia

Tara Strong as Princess Twilight Sparkle

Cathy Wesluck as Spike/Jewler

Britt McKillip as Princess Cadence

Richard Newman as Cranky Doodle Donkey

…

"My Little Pony: Friendship is Magic" Season 11, Episode 23

"Cheese Pie"

Written by Jeff Snyder (TwilightSparkle3562)

Edited by SuperPinkBrony12

…

Episode 23: "Cheese Pie"

…

Cheese Sandwich knew what his purpose in life was and had known it for a long time. He was to bring laughter everywhere he went in Equestria. His amusement factory had raked in the profits that gave him the freedom to travel the world, and Cheese had achieved purpose in his life. However, there was something on his mind that he was unable to get rid of. It was something that had been nagging at him ever since becoming inspired to be a party pony.

"Excuse me, sir?" Sans Smirk called as he peeked into his boss' office. "The workers were wondering if you are…" But right away, Sans noticed that his boss was looking at a picture on his desk, and it wasn't just any picture. "You must be looking at that picture of the princess of laughter again, aren't you?"

"Oh, uh, sorry Sans," Cheese stammered, turning his attention to his vice-president. "I was just having one of my... moments. You know how it is. Right, Boneless 2?"

Cheese's rubber chicken with the number 2 painted on its chest sat in the corner, motionless.

"Uh huh," Sans Smirk nodded. "As I was saying, the workers were all wondering when you wanted the latest Ponyville shipment to be completed by."

"Sometime over the next two days will work," Cheese instructed in reply. "I want things to be perfect for my latest visit to Ponyville. And I need to know the factory will keep running smoothly in my absence."

"Sir, forgive me for asking but, out of all the places in Equestria you seem to have a particular fondness for Ponyville," Sans pointed out. "Do you think it could be related to the Princess of Laughter, Miss Pinkamina Pie?"

Heeding Sans' remark, Cheese looked at a picture of himself and Pinkie Pie at Twilight's coronation, having the time of their lives on the dance floor at the Castle of Friendship. Had it really been that long already since they'd last seen each other?

"Yeah, it is," Cheese replied with something of a dreamy sigh. "Listen, Sans, I don't know what's been going on with me, but lately I've been having these strange… feelings for Pinkie Pie. It may sound silly but…"

"But what, sir?" Sans asked. "Do you think that you might be harboring romantic feelings for her? Because it sounds like you are."

His eyes widening, Cheese placed a hoof to his mouth in an effort to keep himself from getting sick! "W-why would you think that, Sans?!" He remarked in an uncharacteristically harsh tone of voice, swallowing his feelings. "Pinkie and I…it's not, we're not going to have a future together. It will never happen now that she's a princess."

"I think I might have to disagree with you on that, sir," Sans pointed out as he adjusted his glasses. "I know I sense feelings when I sense them. And if I can notice it then you know others can too.. You and the Princess of Laughter might just have a future together in spite of your differing career paths. Why, I can just picture the wedding…"

"Please, Sans!" Cheese pleaded and then interrupted. "You're going to make me sick again! And we don't want that!"

Sans wasn't fooled for a second. "You look fine to me, sir. If anything, you may be sick with love."

Swallowing his anxiety again, Cheese got up and walked over to Boneless 2, picking up the rubber chicken and bringing him back over to his desk.

"Sir, if you have any feelings for the Princess of Laughter, you must air them out," Sans encouraged. "Perhaps your upcoming trip to Ponyville would be a good time to determine if she feels the same way. One way or another you'll feel much better once you know."

Taking another deep sigh, Cheese couldn't help but attempt to not absorb the suggestion his second-in-command was making. Little did he realize that this wasn't going to be any ordinary business trip to Ponyville (and not just because of the growing war against Grogar).

…

At Sugarcube Corner, Pinkie Pie normally went about her usual morning routine, getting the store ready for business as well as bringing smiles throughout Equestria. However, she currently stood in her party planning cave, looking at the same picture of herself and Cheese Sandwich at the after party from Twilight's coronation at the Castle of Friendship. "Gummy," She asked her pet baby alligator, while still looking at the picture. "I just can't seem to picture it. Lately, I've been having these strange feelings…"

All the toothless alligator could do was stare at his mistress, chomping his toothless mouth.

"That Cheese and I…no, no it can't be," Pinkie remarked, putting the picture back down on the cabinet. "How do you think that I, the princess of laughter, could have any future with a guy like him? He's too busy with his gag factory and I'm too busy with princess duties. Sure, we both like to spread laughter, but that can't be rough to start a relationship. These feelings…I just can't get them out of my mind."

Almost on cue, several strands of gold confetti popped out of her mane. "Gold confetti? Humph, never had gold confetti pop out of me before," Inspecting the gold confetti on the floor, Pinkie picked it up and brought it close to her face. "Why do you think I'm getting gold confetti, Gummy?"

The toothless alligator said nothing, much to Pinkie's annoyance "Some help you are, Gummy!" She cried and emerged from the party planner cave just as Mrs. Cake came into the kitchen with Pumpkin Cake on her back.

"Good morning, Pinkie Pie," Mrs. Cake smiled. "Is everything set for the store to open?"

"Yessiree bob, Mrs. Cake!" Pinkie excitedly replied, showing off her work to Mrs. Cake while trying to hide her feelings. "Cupcakes are baked, cakes are baked, pastries are baked and everything but the kitchen sink is ready to go!"

"Mmm-hmm," Mrs. Cake nodded, before pondering. "Pinkie, I can't help but notice something…"

"Don't tell me that you're guessing too! Is it really that obvious?" She groaned, placing a hoof to her face. "About me and…"

"Pinkie, it's perfectly natural to have feelings for somepony. You're in the prime of your youth, and love knows no age or season," Mrs. Cake explained in a tender tone. "I think you and Cheese Sandwich would make a perfect couple if you ask me. I mean, if you want to start dating…"

"Sorry, Mrs. Cake," Pinkie Pie interrupted while hastily racing behind the counter. "But I think we have a store to open and look, here's our first customer!"

Turning around, Mrs. Cake looked to see that Luna was standing in the doorway waiting to come in. Clearing her throat, Mrs. Cake opened the door and allowed the young alicorn inside.

"Well hello, Luna," Pinkie laughed. "What a... nice surprise. What can I do for you this morning?"

"Just coming to pick up some tabasco flavored cupcakes for myself," Luna answered, a basket in her aura. "Celestia thought I needed to cut back on them, but…"

However, Luna stopped mid-sentence and was immediately troubled by the pained look on Pinkie's face. "-Oh, I'm sorry! Is something the matter, Pinkie Pie?!" The former princess inquired.

"'Something the matter'?" Pinkie blinked. "No, no there's nothing the matter! I don't know where you would get that idea, you certainly wouldn't get it from me."

But Luna was on to Pinkie's words, raising an eyebrow in suspicion. "Really, there's nothing the matter with me." The Princess of Laughter tried to insist.

"That's what you say, Pinkie Pie," Luna declared while slowly advancing towards the party pony. "But I can sense that you're hiding something whether you admit it or not. Something involving a certain pony like yourself at Twilight's coronation celebration."

"Cheese Sandwich?" Pinkie remarked before chuckling. "He's just a random party pony like me. We're just good friends."

This made Luna smile with earnest. "Oh, really?" Luna chuckled, putting the basket down. "I seem to recall you both had quite the fun at the celebration with all the games and frivolities you both provided. In fact, I took part in one, the one you called 'Pin The Tail on the Donkey'."

Using her magic, Luna transported herself and Pinkie into a time warp and soon, they found themselves overlooking Twilight's coronation celebration at her castle. where they saw Luna wearing a blindfold and being turned around by Pinkie and Cheese.

"Round and round she goes! Where she stops, no one knows!" Both Cheese and Pinkie cried out as they stopped spinning Luna around and allowed her to attempt placing the mark on the donkey, who in this case was Cranky Doodle Donkey wearing his tuxedo from his own wedding.

"Come on, come on!" Cranky taunted Luna. "See if you can try and stick it on me…"

Watching with amusement, Luna couldn't help but chuckle at her own attempts to stick the tail on Cranky. She could also see Pinkie and Cheese looking at each other with romantic expressions on their faces as Luna placed the tail not on Cranky, but on Granny Smith's flank.

"Here now, what's this?" Granny Smith laughed, much to the delight of all in attendance. Even Luna couldn't help but feel amused at her own failure. Transporting herself and Pinkie back to the present, she had every reason to believe that there was no denying the truth on Pinkie's end.

"I don't think that Granny Smith was meant to have another tail," Pinkie defensively remarked. "May she rest with the angels now."

"It wasn't about my ineptitude, Pinkie Pie," Luna pointed. "But that is beside the point. I think you and the pony called Cheese Sandwich have feelings for one another. And pretty soon…he's going to pick up on them. What happens next is up to both of you to decide."

Saying nothing, Pinkie prepared the basket of Luna's favorite cupcakes while Luna watched.

…

Meanwhile, Cheese was aboard the Friendship Express with his factory's latest shipment of amusement products. During the whole ride over to Ponyville, he continued to think about Pinkie Pie. "Sans, if you think I have feelings for Pinkie," He asked while nervously placing his hooves together. "Then how should I…?"

"Sir, just be yourself," Sans suggested, reaching into a box next to him and pulling out a jack in the box, turning the handle as a clown in Cheese's likeliness emerged. "Remember, the princess of laughter is the one who got your laugh back after all. And the one who inspired you so. It sounds like you owe a lot to her."

"You're right, I do. But what if things become a little…weird? Or a lot weird?" Cheese pondered.

"Why wouldn't they? Everything you've ever done is considered weird," Sans pointed out. "It's in your nature as well as the princess'."

"To me though she isn't a princess, or at least not of that fully baloney kind. She's so much more." Cheese protested, placing the jack in the box back in its box with the rest of the shipment.

However, Sans Smirk thought otherwise. "Sir, perhaps when we arrive in Ponyville," He propose. "I suggest that we stop by a jewelry shop and…"

Sans' suggestion made Cheese jump into the air with a yelp, his eyes widening in shock! "Jewelry shop?!" He yelled, causing everypony else on the train to glare awkwardly at Cheese. "Why are you recommending…?"

Sans cleared his throat and began. "Sir, I think that…"

"Let's think about this for a tick tock second," Cheese whispered, placing a hoof on Sans' mouth. "I mean, me and jewelry, it's not a match made in Equestria. Ask Boneless 2, he'll agree with me." Sans turned to the inanimate rubber chicken sitting next to Cheese.

"If the chicken was alive, he would probably say the same thing as me, sir," Sans pointed out. "It was just a suggestion. And I think you should act on it sooner rather than later."

But just then the train pulled into the station in Ponyville as Cheese and Sans got off while the train porters worked on getting their shipments on the platform. "Sooner or later, he must face the truth." Sans said under his breath as he and Cheese oversaw the shipment's unloading.

…

Returning to the Castle of Friendship with her batch of cupcakes, Luna began to think of a plan to get Pinkie Pie and Cheese to confess their budding love for one another. The former princess realized that if she was going to get them to open up, she would need help. After all, love wasn't her speciality.

"Ah, Luna," Celestia greeted as she came down the stairs. "There you are. I was just about to head over to Canterlot to visit with Twilight and Cadence."

"What's Cadence doing in Canterlot?" Luna asked, putting the basket of cupcakes down at her hooves.

"Just visiting," Celestia answered. "Although it's more along the lines of looking out for Twilight's mental health like the rest of us."

"I see," Luna nodded before asking. "Um, Celestia, have you noticed anything strange about Pinkie Pie lately?"

"What do you mean, sister?" Celestia inquired.

Luna explained. "I mean, do you remember that other party pony who was at Twilight's coronation celebration here?"

It took a moment for Celestia to think of what Luna was trying to say, but eventually she remembered. "Was that the pony with the cheese sandwich in the shape of an accordion for a cutie mark?" Celestia remarked. "Curly brown mane and tail, had a rubber…" Suddenly, Celestia developed a scared look on her face and teleported away, much to Luna's annoyance.

Sensing where Celestia had gone to, she made her way upstairs and into her sister's room, finding her hiding under the bed with her long horn sticking out. "…chicken?" Celestia whimpered. "I mean, I know it's not a real chicken but still… it creeps me out."

"Yes, and I do remember having to tell him that you have a fear of chickens," Luna nodded in agreement. "A rather pointless fear if you ask me, but that is besides the point."

Celestia blushed and whined. "Luna!"

"All right, all right, if it bothers you so much…" Luna reassured her sister as she decided not to pursue the argument.

Relieved to hear this, Celestia teleported herself out from under the bed.

"Look, the fact is sister, I think that Pinkie Pie and Cheese Sandwich love one another but are afraid to show it for whatever reason." Luna confessed.

"Well, that's lovely but what does that have to do with us, Luna? Love is Cadence's area of expertise, not ours." Celestia pointed out.

"Well, I think that since Cadence is in Canterlot, we could try to get Pinkie Pie and Cheese Sandwich to…" Gesturing Celestia to lend an ear, Luna whispered her plan to her older sister.

"Are you sure about that?" Celestia wondered as the plan was whispered to her, her right eyebrow lifting up in suspicion. "What if…?"

"It's the only way, Celestia," Luna firmly protested. "Cadence is the princess of love after all and only she can…"

Before Luna could finish her sentence, Celestia walked past her, shocked that she could hear such a suggestion. "But Celestia, it's the perfect plan!" Luna cried as she left the elder alicorn's bedroom and went back down the stairs. "I mean, really it is! Cadence can just cast a spell and…"

"I seem to recall some of your 'students' trying it out on Big Macintosh and Cheerilee a long time ago," Celestia sternly interrupted, turning around to face Luna at the top of the stairs. "And that backfired for them quite spectacularly. They wrote me a letter explaining as much after the fact."

Luna realized that Celestia was referring to the time the Cutie Mark Crusaders had used an ancient love poison recipe on Applejack's older brother and on their teacher.

"Okay, so maybe having Cadence cast a spell isn't the answer. But I can adjust the plan, Celestia," Luna nervously chuckled. "There won't be any love potions at all. And I still have a plan to get them to open up. Now listen…"

…

Meanwhile, Cheese Sandwich and Sans Smirk carried their shipment into Ponyville as they neared a small jewelry store.

"Sans, I don't think we should be doing this," Cheese suggested with a nervous look on his face. "I mean, Pinkie and I don't really…"

"Sir, forgive me for being blunt," Sans sighed while turning around to face Cheese. "But you first met the Princess of Laughter as a colt and it was her that got you into the business you're in now, yes?"

Cheese said nothing as Sans pushed him into the jewelry story, much to the owner's confusion. "Um, can I help you?" She asked, raising a suspicious eyebrow. "If you need help, that is."

"He does need help, miss," Sans insisted while pushing Cheese up to the counter. "He's looking for something to give to the princess of laughter, something special. And I think you know what that is."

Smiling at what was probably going to be coming out of this visitation, the jeweler quickly made herself presentable to Cheese Sandwich. "Well," She laughed. "I probably can. So, what is it I can do for you, Mr… uh…?"

Nudging him in the side, Sans silently urged Cheese to talk to the salespony. "Oh, um," Cheese stammered, feeling the nudge that Sans was giving him. "Sandwich. Cheese Sandwich. And I was wondering if you could just give me something…simple for the princess of laughter."

Sans protested. "Sir, if I may…"

Wanting to get Sans off his back, Cheese acted fast and threw Boneless 2 into the streets. "Go get Boneless 2, quick!" Cheese ordered and just as Sans ran out to fetch his rubber chicken, Cheese slammed the door shut, much to the owner's confusion. "Ugh! Some ponies can be so pushy. I know he's doing what he thinks is best for me, but I can make my own decisions."

"Sir, what's going on here?" The owner asked in a confused tone. "Are you going to buy something or not?"

"My associate is trying to force me and the princess of laughter to be together because he thinks we're meant to be or something," Cheese explained. "It's strange. I mean, I like her a lot. But doesn't necessarily mean I'm ready to take it to the next step."

"Seems to me like he's forcing you into something you don't want to do," The jewler remarked. "You really should speak up. Love is not something you wanna rush into or force yourself into, because you'll just end up unhappy. But I think just showing your appreciation for the princess of laughter is good enough for someone like you. Let her know how much she means to you, even if you're not interested in a relationship just yet." She then reached into the glass jewel case and pulled out what appeared to be a necklace in the shape of Pinkie's cutie mark.

Cheese studied the necklace carefully and right away, he couldn't help but feel a sense of connection. To him, it seemed like the necklace spoke to him.

"In fact, this might be the one seller that's right up your alley," The jewler declared. "We had it custom made."

"I'll take it!" Cheese immediately declared as he coughed up bits to pay for the necklace, much to the jeweler's delight. Meanwhile, Sans forced the door open with Boneless 2 on his back. "I'm sure Pinkie won't mind if I give her something like this. Nopony in their right mind could resist something so dazzling, I'm sure of it!"

Realizing that his boss had finally turned a corner, Sans produced a small smile. "My plan is working even better than I hoped it would." He thought to himself.

…

Back at Sugarcube Corner, Pinkie was running the shop like normal when Mr. Cake came back towards the counter, reading off a note. "This just came for you, Pinkie Pie. It says here that Princess Twilight is holding a summit in Canterlot tomorrow." He declared, placing the note on the counter for Pinkie to read.

"That's funny," Pinkie remarked. "Twilight never told me anything about such a summit. Then again, emergency summits aren't out of the question," She read over the note more carefully. "It says here that there are two dozens cupcakes to be made. Must be a full house or something. Oh well. Time to get baking!"

Jumping into the kitchen, Pinkie produced two dozen cupcakes at lightning speed, much to Mr. Cake's amazement. "All set to go!" Pinkie declared, taking the boxes of cupcakes in her curly mane and heading out the door. "Be back in a bit, Mr. Cake!" Humming to herself, Pinkie left Sugarcube Corner as Mr. Cake was left alone with the note.

"Hmm, who could have written something like this?" Mr. Cake wondered as Cheese Sandwich and Sans Smirk trotted up to Sugarcube Corner.

Walking into the shop, Cheese approached Mrs. Cake who had taken over the counter after Pinkie had departed.

"Um, excuse me," Cheese cleared his throat, catching Mrs. Cake's attention. "Is uh, Pinkie Pie here by any chance?"

Mrs. Cake shook her head. "I'm afraid she just left to deliver an important order, Mr…"

"Oh uh, Cheese, Cheese Sandwich," Cheese Sandwich nervously greeted. "You remember me, right? I came here for the princess of loyalty's birthaversary party. Well actually, she wasn't the princess of loyalty back then."

"Oh yes, of course," Mrs. Cake realized and nodded. "You're that party pony with the rubber chicken that you gave to Pinkie," And then she instructed. "She just left for Canterlot a few minutes ago. If you hurry though, you might be able to catch up to her."

Cheese's eyes widened with shock! "What?!" And he raced away with his mysterious box in tow!

…

Hearing that Pinkie Pie was now heading for Canterlot Castle, Cheese Sandwich and Sans retreated back to Ponyville Train Station with their shipment in tow, this time heading for Canterlot.

"Sir, weren't we just here?" Sans remarked with confusion.

"Yeah, but now we've got to get to Canterlot!" Cheese declared and then instructed. "Get somepony to help us load our shipment into the train cars! Hurry!"

"If you say so." Sans acknowledged. He suspected the real reason was not for business purposes, but he didn't say it out loud.

With their supplies loaded up a short time later, Sans and Cheese got back on the Friendship Express that was now bound for Canterlot.

"It's a very nice necklace, sir," Sans remarked as Cheese showed him the necklace he'd bought. "Almost in the princesses' favor."

"It's basically her cutie mark, Sans," Cheese replied while closing the small jewelry box containing it. "I think there's no use beating about the bush here."

"I think I know what it is, sir." Sans smiled.

Cheese nodded that Sans was correct. "Sans…" He began while gulping slightly. "Forget what I said earlier. I think that Pinkie and I…are in fact destined to be together. The writing's on the wall. Could it be that we're to one day be married and…?" Stopping mid-sentence, Cheese now had to absorb the future possibility of him and Pinkie being together! It excited him and yet it also frightened him because it was unknown.

…

Meanwhile, Pinkie arrived in Canterlot Castle with the two dozen cupcakes that Twilight had ordered. "Oh Twilight," She cried out in a singsong voice as she entered the throne room where Twilight, Spike, Cadence and the ex-royal sisters were waiting for her. "I got the cupcakes you requested for the summit."

"What are you talking about, Pinkie?" Twilight asked with a look of confusion on her face. "I never ordered cupcakes, and I don't have any summits planned."

"Um, if you say so, Twilight," Pinkie replied. "But what do you want me to do with all these cupcakes then?"

"We can take them off your hooves," Spike suggested while flying over to the boxes. "It'd be a shame to let such deserts go to waste."

But Twilight was beginning to sense that something was up. Just then, the doors opened and in stepped Cheese Sandwich and Sans Smirk along with their shipments of amusement products.

"Pinkie Pie?" Cheese called out from behind the princess of laughter. Turning around, Pinkie was surprised to see her party pony equal standing behind her.

"Cheese Sandwich?" Pinkie remarked. "What are you doing here?! Shouldn't you be at your factory?"

"We were doing a business run to Ponyville," Cheese explained while looking awkwardly at her. "But, there's… something I wanted to give you first."

Approaching Pinkie slowly, Cheese took several deep breaths, realizing that there was no turning back now. "I…I got this for you in Ponyville," He declared, reaching into his front pocket and pulling out the small box containing the necklace. "It's…it's got your cutie mark on it and everything."

Taking the small box, Pinkie opened it up and saw the necklace did indeed display her cutie mark. Her eyes widened with surprise at being received with such a gift!

"Looks like my plan is working after all." Luna thought to herself.

"Cheese!" Pinkie gasped with a large smile on her face. "You really didn't have to do this. This is…this is… so nice of you! And so sweet too!"

Cheese said nothing but realized that his hidden love for Pinkie Pie had indeed been confirmed.

Leaping into the air, Pinkie threw herself onto Cheese with excitement! But she quickly composed herself, realizing that she was a princess after all and had to maintain some dignity.

"I'll take it that you like the necklace!" Cheese laughed as Pinkie helped him back up. Then he realized that there was still one more bit of business to take care of. "Actually, Pinkie, there's something that I've been meaning to tell you."

But Pinkie's eyes welled up with happy tears knowing just exactly what Cheese was trying to say to her. "That you love me?!" She cried. "Because I love you too!"

"Yeah," Cheese whispered. "I guess I do love you then. And I'm happy you feel the same way, Pinkie."

Walking hoof in hoof, Cheese and Pinkie walked out to the balcony leaving Sans and the others in the throne room.

…

"Well Luna," Celestia commented while looking over at her sister. "It looks like your plan worked after all."

"Pinkie Pie and Cheese Sandwich have finally confessed their true love for one another," Luna smiled. "Seems like their connection during the coronation celebration was indeed true."

"So, what happens now?" Cadence pondered.

"You're the princess of love," Twilight replied. "You're the expert. What do you think, Cadence?"

"I think that they will eventually marry, their love is that strong," Cadence declared. "If everything goes according to plan, of course. And I'm predicting that their wedding will be the most unique Equestria has ever seen."

And the four alicorns and young dragon watched along with Sans Smirk as Pinkie and Cheese overlooked the city of Canterlot, hoof in hoof as they realized that there would indeed be a future together for the two best party planning ponies in all of Equestria!

"Well done, sir," Sans whispered with a smile on his face. "Very well done."

…

Episode 24: "A Diamond Divided"

Author's Note

Episode Summary: While hosting a dinner party at the Castle of Friendship, Twilight and her friends witness Spoiled Rich abusing Diamond Tiara leading to Filthy Rich making a difficult decision.

Cast:

Chantal Strand as Diamond Tiara/Spoiled Rich

Brian Drummond as Filthy Rich

Shannon Chan-Kent as Silver Spoon

Michelle Creber as Apple Bloom

Madeline Peters as Scootaloo

Claire Corlett as Sweetie Belle

Tara Strong as Princess Twilight Sparkle

Ashleigh Ball as Applejack/Rainbow Dash

Andrea Libman as Fluttershy/Pinkie Pie

Tabitha St. Germain as Rarity/Luna

Cathy Wesluck as Spike

Nicole Oliver as Celestia

Kelly Sheridan as Starlight Glimmer

Ian Hanlin as Sunburst

Peter New as Doctor Stable

…

"My Little Pony: Friendship is Magic" Season 11, Episode 24

"A Diamond Divided"

Written By Jeff Snyder (TwilightSparkle3562)

Edited By SuperPinkBrony12

…

Episode 24: "A Diamond Divided"

…

Twilight was in her study at the Castle of Friendship after another long day of ruling Equestria alongside her friends. Sitting down on her sofa, she was looking through the book of memories Starlight had given her while she was in the hospital for her mental breakdown. As she looked through the book, Twilight couldn't help but think of how long it had been since her coronation.

"Hey Twilight, what's up?" Spike asked as he made his way into the study.

"Nothing much," Twilight replied, her attention focused on the book. "Just figured I'd go through the book after another long day of ruling. Anyways, I've actually been doing some thinking."

Spike became confused at this remark. "Such as?"

"Such as it's been almost six months since the coronation and my breakdown," Twilight sighed, closing the book and looking at her little brother and royal advisor. "We should do something to mark it, even in light of the troubling times we find ourselves in now."

"Funny you brought that up," Spike declared as he flew over to Twilight's desk, retrieving her calendar and taking it over to her. "All you went through: Celestia and Luna rescuing their parents, declaring war on Grogar, it's been a wild ride. What did you have in mind for a celebration?"

It didn't take long for Twilight to give her response. "I'm thinking we do something formal but simple," The princess suggested. "It would be like the Grand Galloping Gala, only smaller."

"I kind of like the idea, Twilight," Spike smiled. "Besides, I haven't worn my tuxedo since your coronation. And maybe Rarity and I can have our waltz that I promised to give her."

"Um," Twilight replied while cocking her head to the left and raising an eyebrow. "You never promised her a waltz at the previous galas as far as I can recall."

"Come on, Twilight. We should at least have a dance floor," Spike huffed. "I mean, ponies and other creatures may want to dance. Brighten up the mood a bit, like at the Amity Ball."

"I suppose you're right," Twilight chuckled while getting off the couch and walking over to her desk. " Maybe DJ Scales and Tails can make an appearance if possible. What could go wrong aside from having high expectations and a green creature made of slime crashing the party?"

Neither Twilight nor Spike or any of their friends for that matter would be expecting what would happen with this event.

…

On the night of the celebration, Twilight and her friends were all dressed in the dresses they had worn to their second Grand Galloping Gala, and welcoming invited guests into the Castle of Friendship, including all of the rulers of Equestria's allies, many of whom were dressed up just for the occasion.

"Twilight, I must say this is quite the party we're hosting," Starlight commented while wearing a purple headmare's outfit, watching the guests walk into the castle. "The medal ceremony for me and my friends wasn't like this."

"Well, let's just say we're trying to make our own Grand Galloping Gala in a way," Twilight smiled. "You never got the chance to attend one, until now."

Delighted, Starlight went over to Sunburst who was standing at a stand to enroll new students for the School of Friendship next semester.

"Sunburst, save a dance for me later?" Starlight excitedly asked him.

"Oh, sure, Starlight," Sunburst replied with a faint blush. "Just remember we're supposed to be trying to get more students into the School of Friendship."

"Don't forget that you also have help from us," Apple Bloom spoke up as she, Sweetie Belle and Scootaloo arrived at the table also wearing their respective gala dresses from the last Grand Galloping Gala. "We know a thing or two about tryin' to get students enrolled."

"Yeah, only this time it's a little bit more…subdued." Sweetie Belle commented, remembering what her and friends had tried to do with Cozy Glow long before they would learn the truth about the seemingly innocent filly.

The Crusaders promptly stood next to Sunburst as families from all over Equestria came by, interested in what the School of Friendship had to offer. Just then, they noticed their former nemesis Diamond Tiara and her parents arrive. The Crusaders couldn't help but notice the antagonizing look on the faces of Diamond's parents.

…

"This is great, girls!" Sunburst remarked as the night went on. "Thanks to you, we now have over twenty families possibly interested in the school."

"Hey, no problem, Mr. Sunburst," Scootaloo smiled as she held up some of the applications for acceptance. "It also helps us in recruiting more members for the Cutie Mark Crusaders. We're really branching out! I'll bet we could totally become part time teachers at the school someday at this rate."

"Um, is it just me or did the Riches look a little…irritable to anypony else?" Sweetie Belle asked while looking over at her fellow crusaders.

"They're probably havin' a bad night or somethin', and Spoiled always seems to be in a bad mood," Apple Bloom commented. "Still, I think we should see Diamond Tiara just to make sure everythin's alright. Hey, Mr. Sunburst, could we take a bit of a break? We're just gonna go see Diamond Tiara really quick and make sure she's okay."

"Sure, go on ahead, I can handle things on my own. Just don't take too long, I may need your help again later." Sunburst nodded as he gave his blessing.

And so the Crusaders all trotted over to see Diamond Tiara standing with her parents as they were talking to some of the Canterlot Elite also in attendance.

Diamond turned around to see the CMC walking towards her, but her mother forced her attention away from them. "Pay no attention to them, Diamond Tiara!" Spoiled Rich whispered in a hissing tone. "They are nothing but commoners, understand?! I may tolerate you hanging out with them after school, but on a night like tonight I will not have them becoming a stain on your social standing."

To the CMC's former bully, Diamond wanted nothing more than to escape from the living nightmare she was trapped in. Fortunately, her mother was soon distracted with other guests, allowing Diamond Tiara to sneak away and towards the Crusaders. "Hey girls," Diamond chirped, hugging them. "Good to see you, I needed to get away from my parents. My mother especially."

"Yeah, what's up with your mother anyway? She seems nastier than ever," Scootaloo remarked. "Did she really learn nothing from when we got our cutie marks and you stood up to her?"

"Apparently not," Diamond Tiara glumly answered. "But she and father are in one of their high horse talks with the elite. If she ever caught me talking to you, I would get a beating from her for sure."

All three of the Crusaders' eyes widened with shock upon hearing this from their former enemy!

"A what?!" Apple Bloom gasped.

"A beating, and I mean it literally," Diamond answered as she looked all around. "Is there anyplace we can go to before my mom finds out I'm talking to you?"

Sweetie Belle nodded. "Sure, come with us."

Leaving the lobby, Diamond followed the Crusaders out into the back of the Castle where Trixie's wagon was located.

"Diamond Tiara, what's going on?" Sweetie Belle questioned, looking around to see if the coast was clear (it was). "What do you mean by you'd literally get a beating if your mom saw you talking to us?"

"There's…something about me that you don't know," Diamond whispered in a fearful voice. "You must understand that my mother is nothing like my father. She barely cares about me except for when it benefits her. If I ever failed at something, my mother would beat me and it would hurt. She always says I complain too much, even on the rare occasions where it leaves a mark."

"That's horrible!" Scootaloo gasped in dismay! "Sometimes my aunts or my parents would discipline me if I acted up, but they'd never go so far as to actually beat me. Why would your mom do such a thing?!"

"She thinks that being of higher stature is the life for me and that no matter what happens, she would always control my life," Diamond explained. "She's always telling me to bring down anypony who stands in my way. Ensure that the life she's carefully laid out for me isn't messed up."

"She means ponies such as us," Apple Bloom realized. "Before we got our cutie marks anyway. But can't you at least stand up to her like last time, or tell your dad what your mom's been doin' behind his back?"

"No, it's only made things worse for me when I've tried to stand up for myself," Diamond confessed as she fought back tears. "And there's something you all need to see." Lifting her party saddle, Diamond Tiara revealed to the Crusaders a black and blue mark on her right flank just below her cutie mark.

"Diamond, that's wrong!" Apple Bloom cried. "When did this happen?!"

"It happened earlier tonight," Diamond confessed while turning herself away from the Crusaders. "I tried explaining to my mom that I wanted to spend time with you tonight and…she hit me with her hoof."

"What does your dad have to say about it?" Scootaloo questioned. "He seems like a nice pony."

"He's too busy to even notice what's going on," Tiara unhappily sighed. "Believe me, I've tried multiple times to tell him the truth, but he's either too busy or he doesn't believe my mom is that cruel. I've stopped trying to convince him otherwise."

"You should talk to somepony about this! Even just Miss. Cheerilee could help if she knew," Sweetie pleaded. "Because if you don't…"

"DIAMOND TIARA!" The shouts of her mother caused Diamond Tiara to go into a panic, dashing underneath Trixie's wagon for safety!

"DIAMOND TIARA!" Spoiled Rich called again as she came across the Cutie Mark Crusaders and sternly marched over to them. "Has my daughter been socializing with you?" She demanded. "Where is she?! I specifically told her to stay with me and not wander off! Can't she ever do what she's told like a good filly?"

Before Scootaloo could speak, Spoiled Rich saw her daughter underneath the wagon and glared at the frightened Diamond Tiara. "DIAMOND TIARA!" She shouted. "GET OUT OF THERE THIS INSTANT!"

But Diamond Tiara was too scared to move.

"YOUNG FILLY, IF YOU DON'T COME OUT AND COME TO DINNER RIGHT NOW, I'LL DRAG YOU OUT OF THERE PERSONALLY!" Spoiled vowed with a snort But Tiara refused to move.

"YOU LEAVE HER ALONE!" Apple Bloom roared, racing to Diamond Tiara's defense and infuriating Spoiled Rich even further!

Storming back around to her daughter's hiding spot, Spoiled pushed Apple Bloom out of the way and grabbed her frightened daughter. "I WARNED YOU ABOUT TRYING TO GET AWAY!" Spoiled Rich snarled, taking her right foreleg and slapping Diamond across the face. "I WARNED YOU! AND YOU DISOBEYED ME!"

Frightened, Scootaloo and Sweetie Belle raced back into the castle to get help as Apple Bloom could only watch in horror as Spoiled continued to attack her daughter.

"I'M GOING TO MAKE YOU UNDERSTAND THE CONSEQUENCES EVEN IF I HAVE TO WRITE IT ON YOUR SORRY FLANK!" Spoiled screamed as she turned Diamond around, tore off her daughter's party saddle and proceeded to beat her as Diamond wailed and cried in pain.

Fortunately, at that very moment two guards raced over and pulled Spoiled away.

"LET ME GO! LET ME GO!" Spoiled Rich demanded. "THIS IS NONE OF YOUR BUSINESS!"

"It is now!" Twilight cried out in a stern sounding voice, approaching the angry Spoiled Rich while Filthy Rich ran to his frightened and battered daughter's side. "Care to explain yourself now, Spoiled Rich?!"

Growling, Spoiled continued to struggle with the guards. "This doesn't concern you, princess!"

"What in Equestria just happened?" Fluttershy nervously whispered to Rarity, who was consoling a frightened Sweetie Belle.

"I was simply disciplining my daughter when your guards grabbed me, Princess Twilight," Spoiled Rich protested. "She disobeyed me and I was punishing her!. She has unfortunately been wandering off far too often for her own good. And I'm simply correcting the problem in the only way I can ensure the lesson sticks."

"You weren't punishin' her!" Filthy Rich cried while glaring angrily at his wife. "This was torture and abuse! I knew you were the strict, tough love kind, but this is goin' too far! I won't let you get away with this anymore!"

"Filthy, darling, I was simply doing what I was always taught to do," Spoiled explained. "This is how my parents always corrected my bad behavior."

"There's a difference between discipline and abuse!" Rarity shouted. "No parents should ever lay a hoof on their foals the way you have."

"Diamond is my foal, and I will deal with her as I see fit!" Spoiled declared. "I am sick of her behavior! Ever since she met those Cutie Mark Crusaders she's become nothing but trouble, and I won't stand for it! If it means I have to knock some sense into her, so be it."

Having heard enough, Twilight knew there was something that needed to be done. "Spoiled Rich, you are hereby under arrest for domestic abuse," She firmly declared, much to the shock of Spoiled. "Guards, take her to the Canterlot dungeons and make sure she is under constant watch."

Embarrassed and humiliated, Spoiled struggled in vain against the guards as Filthy tried to calm his daughter down.

…

For the rest of the night after that, the celebration went on but the mood changed.

"I can't believe this," Apple Bloom lamented as she and the other Crusaders sat at a table. "No wonder Diamond was always bein' mean to us before we got our cutie marks."

"Who knew Spoiled Rich was so evil?" Scootaloo added. "This is ten thousand times worse than anything we've ever seen as Crusaders."

"Yeah, it's like if Diamond Tiara wasn't overpowering over us, then she would get a beating from her mother, and her father would be powerless to stop it from happening," Sweetie Belle realized. "This…this…this is just… horrible."

At that moment, Luna sat down at the same table as the Crusaders wearing a dark blue dress with stars on them. She could see how depressed her proteges had become. "I'm really sorry you had to witness what you did tonight, my friends," She somberly declared. "No filly deserves to suffer such agony."

"But it's not fair, Luna," Apple Bloom protested. "What'd Diamond ever do to her mother that warranted… that?"

"It's just how some ponies are, I'm afraid," Luna reluctantly sighed. "What your friend went through tonight was wrong and uncalled for. But if I know Twilight Sparkle and her friends, Spoiled Rich will most definitely face charges for her actions. She will not get off the hook."

At that moment, the rest of the party guests sat down at their tables as Twilight and her friends took to the stage, their faces filled with disgust and disappointment. "Good evening everypony," Twilight announced. "Or we all wish it was a good evening. My friends and co-princesses along with I want you all to know that Diamond Tiara has been taken to Ponyville Hospital for her injuries, and she will be okay."

After the crowd quieted down, Twilight went on to say. "Tonight was supposed to be about marking six months since the six of us became your new rulers of Equestria, and allow us to turn our attention away from our war with Grogar. But that has all changed. We ask all of you tonight to keep Diamond Tiara and her father, Filthy Rich in your prayers and wishes as they go through a tough time."

With a small round of applause, the six princesses got down from the stage as Spike began to play soft dancing music at the DJ station.

…

Sitting down at their royal table, Twilight and her friends continued to come to terms with what happened. But most importantly, they needed to figure out what was going to be done about Spoiled Rich.

"What she did tonight was inequine!" Rarity snorted. "What's there to even debate? I say we throw the book at her and be done with it!"

"I agree! She deserves no less for being so heartless and cruel!" Rainbow Dash angrily added. "I mean, seriously, if you beat up a filly just because it makes you feel powerful…."

"-Sure, Ma and Pa got mad at me and Big Mac when we were younger, or even Granny Smith for that matter," Applejack interrupted and sighed. "But they never ever beat on us no matter what."

"And I all beat on is balloons and party cannons," Pinkie Pie remarked. "I knew Spoiled wasn't a very nice pony, but now I wish I'd never thrown any parties at all for her family if this is how she treated her only daughter."

Much like Luna with the Cutie Mark Crusaders, Celestia joined her six daughter figures at their table. "I just wanted to see how you were all doing," She greeted while sitting between Twilight and Rarity. "I know you must all be shaken up by what unfolded earlier."

"We're fine," Twilight sighed, looking up at her mother figure. "Sure, I knew Diamond Tiara was once a bully to the Crusaders, but Spoiled Rich is an even bigger bully. Celestia, did you ever deal with ponies like this?"

"Yeah, did you ever have to deal with abuse?" Fluttershy asked.

Taking a strawberry pick and twirling it around, Celestia sighed in solitude. "Plenty of times," She sadly replied, placing the pick back down on the table. "During my over a thousand years on the throne, I've seen many families torn apart by abuse. The victims were placed in safe care while the offenders were usually sent to Tartarus."

The thought of sending Diamond Tiara's mother to Tartarus was a very risky decision. Only the worst of the worst were ever sent there, and only when deemed to be absolute monsters beyond salvation.

"Perhaps there might be a way for Diamond Tiara to be away from her mother," Rarity suggested. "I mean, I get the fact she has a social standing, but not even that is excusable."

"That depends on what Filthy Rich wants to do," Twilight declared. "It's up to him to decide what he wants to do with Spoiled."

…

Meanwhile, Filthy Rich arrived in Canterlot under escort to find his wife down in the dungeons. The same dungeons where Discord had been kept after Twilight had been hospitalized half a year earlier. He saw his abusive wife in a cell, her pale, grayish-pink coat and light greenish-blue shirt dirty and torn. "I hope you're happy," He frowned at his wife. "Really, I hope you're happy with yourself. Beatin' our only foal like that. Spoiled, how could you?!"

"Filthy Rich," Spoiled whispered, looking at him with tearful eyes. "Please, you must understand! I was only trying to…"

"-To do what?! Control her life?! Make her look and act like you?!" Filthy snapped, his front legs grasping the bars of her cell. "For the first time in my life, I'm beginnin' to see the real mare that I married. My mother was right, I should've married a nicer mare. Your cutie mark alone should've told me everythin' about what you were!"

Right away, Spoiled knew what this meant. "I wanted my daughter to be raised right," She cried, tears forming at the edges of her eyes. "We have social standings to uphold and…"

"-Oh, stop it, Spoiled! Stop it!" Filthy groaned in interruption. "I do business with the Apple Family all the time, and you don't get upset with me about it. So, why do it to our only daughter, huh? Why penalize her for wantin' to live her own life?!"

Spoiled said nothing and could only cry softly.

"You didn't answer me. Just as I thought." Filthy remarked in disgust as he started to walk out of the dungeons.

"Where…where are you going?" Spoiled asked.

"I'm goin' back to the hospital to be with my child." Filthy declared, much to Spoiled's horror.

"What do you mean?! She's our child." Spoiled protested.

"No," Filthy Rich firmly answered, his back still to his wife. "She's not your daughter anymore. I've come to a decision. A long overdue one at that," Spoiled was horrified by what her husband said next. "I want a divorce, Spoiled. I want a divorce!"

Spoiled felt her heart sink and break into a million pieces upon what was just said to her. "Divorce me?!" She gasped. "Why?! I love you, Filthy! Honest! Please, don't do this to me!"

"Sorry, but I don't love you now, Spoiled Milk," Filthy replied while turning back around to his now ex-wife. "Not after learnin' why you beat on Diamond Tiara like that, or that you've been doin' it for quite some time. From now on, whatever you decide to do is entirely your own. Don't ever call me or talk to me again! And you stay away from my daughter if you know what's good for you!"

"Please, Filthy!" Spoiled Milk cried, her hooves clutching to the bars of her cell. "Please don't divorce me after all we've been through! You can, you can pay for a defender for me. Yes, that's it, you can pay for a public defender for me. I can change, I swear! If Diamond could turn her life around, so can I, right?!"

Still Filthy Rich had nothing to say to his ex-wife and with his back turned he left the dungeons, leaving Spoiled sobbing in her cell.

…

At the Ponyville Hospital, Diamond Tiara opened her eyes to find herself in a hospital room with a teddy bear on her left. "Where…where am I?" She groggily asked, trying to make sense of her location. "Fa..Father?"

"I'm right here, Diamond," Filthy replied in a tender voice. "I'm right here, baby."

"Dad," Diamond replied before groaning from the pain. "Where…where's Mom?"

"She won't hurt you again, sweetheart," Filthy promised. "I will be there for you more than I already was. And Silver Spoon's here too. She came rushin' right over as soon as she heard the news."

Just then, the door opened to reveal Doctor Stable and Nurse Redheart holding what appeared to be x-rays of Diamond Tiara.

"How is she, doctor?" Silver Spoon nervously asked. "Is my friend gonna be okay?"

"It's too early to know for sure, your friend has several broken bones in her back and rear legs," Doctor Stable declared while turning his attention away from the x-rays. "And in addition to the bruising on her body, we also found injuries sustained on her chest bones. A few more blows could've broken them completely."

"That Spoiled Milk!" Silver Spoon muttered to herself! "All this time and I thought she was just verbally abusive. Should've known physical abuse was right up her alley too."

"I would recommend her staying in here for a few days for the wounds to be treated," Doctor Stable as Nurse Redheart adjusted Diamond's pillows. "If that's alright with you, Mr. Rich. There will probably need to be surgery to repair the damage."

"It's alright," Filthy Rich nodded. "It's worth every bit to have my daughter back to full health. Besides, I'm probably goin' to need time to get my ex-wife's things out of my mansion, and if I find out any staff are still loyal to Spoiled Milk or were helpin' her cover up her abuse, they'll be fired on the spot."

To Diamond Tiara, the fact that her parents were divorcing was both a relief and a sadness at the same time. She had always known them to be her parents and life without one of them was unthinkable to her, even if it would be for the better to have a father who loved her instead of a father who tended to ignore her and a mother who abused her

At that moment, the doors opened and in stepped the Cutie Mark Crusaders followed by Celestia and Luna.

"How is she, Filthy?" Celestia asked the troubled father.

"A few broken bones and a lot of brusin', but she'll live," Filthy sighed while stroking Diamond's mane. "I can't believe this. Why would my ex-wife do this to Diamond Tiara? Why?"

"Mr. Rich, if there' anything we can do to help," Apple Bloom suggested. "Please, tell us."

To Filthy Rich there was only one option available as he looked down at his injured daughter. "She's going to need friends for support," He somberly declared to the Cutie Mark Crusaders. "Ever since you got your cutie marks, Diamond has spoken highly of you as has Silver Spoon. I think…I think bein' with fillies like you will be the best thing that ever happened to both her…and me."

Losing control of his emotions, Filthy Rich leaned forward and sobbed hard as the Crusaders were led out of the room by Luna while Celestia stayed with the sobbing Filthy Rich.

"I think you being there for Diamond Tiara seems like the best thing you can do right now." Luna commented.

"But, Spoiled Rich, why would she do this to Diamond Tiara?" Apple Bloom questioned. "There had to be a better reason for it other than just because she was rich."

"Sometimes we might never know the answers to such things fo sure, Apple Bloom," Luna explained while sitting down in the waiting room. "All that matters right now is being there for your friend and helping her, just like Princess Twilight and her friends once helped me." Opening her wings, Luna brought the three fillies together in a group hug just as Twilight and Spike came into the waiting room and Celestia came into the waiting room.

"How is she?" Twilight asked Celestia.

"Broken bones and lots of bruises. It'll be a long time before she recovers fully," Celestia cautioned. "In all honesty, I'm grateful that she's even alive. No one deserves to be treated like this."

"Has Filthy Rich agreed to press charges yet?" Spike asked. "I think he should."

"Yes, Spike, I'm goin' to press charges!" Filthy Rich declared as he approached the group, his eyes reddened with tear stains. "I'm divorcin' Diamond's mother because she doesn't deserve to be married to me any longer, not after what happened tonight. I only regret that I didn't do this sooner."

"Look, Filthy Rich," Twilight pleaded while walking over to him. "My friends and I are going to do everything we can to help you get through this. If you need us for anything, anything at all, you can come either to the Castle of Friendship or my suite in Canterlot. Our doors are always open to you."

Sighing, Filthy Rich faintly smiled at what was being offered to him. Still, he couldn't erase the horrific abuse that his wife had inflicted on their only child. Turning around, he walked back towards his daughter's room and could only wonder what was in store for Diamond Tiara now that he and Spoiled Milk were divorced.

But, there was something he had to do first to make his separation from Spoiled Milk permanent.

…

Down in the Canterlot Dungeons, Spoiled Milk was left to sit and think about the position she now found herself in.

For a full day and night, she sat alone with only the quiet of the dungeons for company. Part of her could only hope and pray that Filthy Rich would change his mind about divorcing her.

Then suddenly, she heard the sounds of hoofbeats and Filthy Rich returned, standing in front of her cell and glaring down at her.

Gasping, Spoiled Milk hoped that Filthy Rich was changing his mind. But instead, much to her disbelief, he took a gold ring off of his left hoof and taking it in his mouth, threw it down on the hard cold ground of the dungeons, smashing it into pieces before silently walking away.

All Spoiled Milk could do was collapse to the ground, sobbing. Her marriage to Filthy Rich was over and she only had herself to blame for it.

Episode 25: "The Nutty Professor"

Author's Note

Episode Summary: Starlight is pushed to her limits when she has to deal with a new professor whose bad habits are setting a bad example to the School of Friendship.

Cast:

Kelly Sheridan as Starlight Glimmer

Ian Hanlin as Sunburst

Kathleen Barr as Trixie

Peter New as Doctor Whooves

Nicole Oliver as Tree Hugger/Celestia

Tabitha St. Germain as Luna

Kelly Metzger as Spitfire

Kazumi Evans as Octavia Melody

Gavin Longelo as Gallus

Donald Sutherland as Tree Digger

…

"My Little Pony: Friendship is Magic" Season 11, Episode 25

"The Nutty Professor"

Written by Jeff Snyder (TwilightSparkle3562)

Edited by SuperPinkBrony12

…

Episode 25: "The Nutty Professor"

…

Since becoming headmare of the school that Twilight and her friends had created, Starlight Glimmer knew that she held a deep responsibility for the well being of all students who came to learn, and the teachers who teach the lessons. One day, she would be visited by a pony that would challenge her beliefs in the weirdest possible way.

"Come in," Starlight called while sitting at her desk in her office, doing paperwork as the door opened to reveal Trixie on the other side. "Um, Trixie, where's the pony I was supposed to interview again?" As she spoke, Starlight looked around to see where the possible new recruit was. "You know, the one who's interested in teaching Equestrian Science?"

"Uh, he'll be along in a bit," Trixie remarked. "He said something about using the bathroom."

"Well when you gotta go you gotta go, right?" Starlight replied.

The two friends shared a brief laugh as a green coated earth pony with her mane in braids and covered by a yellow kerchief with spots came into the office.

"Um, are you the applicant?" Starlight asked, looking at the pony briefly before turning her attention to the application in her desk. "Tree, uh…"

"No, sweetheart. Tree Digger is my papa." The mare replied.

"Your papa?" Trixie asked, equally confused.

"My name's Tree Hugger, friend of Fluttershy and daughter of Tree Digger. And I'm also a member of the Equestrian Society for the Preservation of Rare Creatures." Tree Hugger introduced herself. The long drawls Tree Hugger was using in her words made both Starlight and Trixie uncomfortable.

"Um, Tree Hugger," Starlight said nervously looking down at the application. "It says here that your dad taught where again…?"

"-Friendship University," Tree Hugger replied. "He taught general literature there."

"So he did." Starlight muttered just as Sunburst came into the office followed by a dark green colored pony wearing a button shirt and brown jacket. He had a frizzled mane with a cutie mark featuring a tree being dug up with a shovel.

"Sorry," Sunburst chuckled nervously. "He was taking too long in the uh, restroom."

"Don't worry about it, son," Tree Digger remarked to Sunburst. "I just needed more time to wash up. Only get one chance to make a good first impression"

With their applicant now in their presence, Starlight shooed Trixie, Sunburst and Tree Hugger out of the office.

"Go get em, Dad!" Tree Hugger called as she was pushed out of the office, leaving Starlight alone with Tree Digger.

However, even before the interview was to begin, Starlight could sense that there was something off about this pony. Little did she know of the embarrassment this pony would bring to the School of Friendship.

…

Taking a deep breath, Starlight looked her interviewee right in the face. "Okay, Mr. uh, Tree Digger was it?" Starlight began the interview. "It says here that you taught at Friendship University as a teacher of general literature. Tell me, what is it about general literature that fascinates you?"

"You see, Ms. Glimmer," Tree Digger smiled, "I happen to be writing a novel and teaching is my way of paying the rent."

Starlight immediately questioned "What's the novel you're writing about if I may ask?"

"It's about a pony who's lost his way in life, turning to the dark side. And creative geniuses like me have to find a source of inspiration." Tree Digger declared He then turned his attention over to Phyllis Two on Starlight's desk. Taking his hoof, he gently rubbed it against the plant.

"Um, what are you doing?" Starlight asked, perplexed by the action.

"The character in my story is a lover of plants," Tree Digger answered as he released his grip on the plant. "They help him get through whatever problems he has in life."

"And what is it about what you're doing that can help the students here at the school?" Starlight questioned.

"I can teach them to embrace the arts, maybe turn them into writers and such," Tree Digger explained. "My apologies, but I don't believe I'd be a good science teacher.

Despite the encouragement he was given her, Starlight could sense that there was something off about this pony. As he spoke, Starlight couldn't help but notice a small box in Tree Digger's coat pocket. Nevertheless, the school needed teachers and Tree Digger, at least for the moment, fit the bill.

"Well, we can always use the arts to bring creatures together, Tree Digger. And we already had a promising science teacher applicant in a certain doctor pony a while back," Starlight declared. "So congratulations and welcome aboard!"

"Did you get it?" Tree Hugger asked, poking her head into the room as her dad responded with a wink. "All right, Daddy! I knew you'd get the job, I just knew it!"

As she watched the father and daughter leave, Starlight was left alone and wondering if she had made the right choice.

"He seems like a nice pony, Starlight," Trixie remarked as she walked back into Starlight's office alongside Sunburst. "Despite some questionable behavior."

"So, what happens now?" Sunburst questioned.

"He does his thing and teaches the students," Starlight replied, shutting the doors behind them. "Although, I think he might have a problem."

Both Sunburst and Trixie gave each other worried glances at Starlight's statement. "What kind of a problem?"

"Well for one thing, he just began touching Phyllis Two during the interview," Starlight explained. "Rubbing it like a cat or dog. And for another thing he had a small box."

"A small box?" Sunburst questioned. "What was it for? What was in it?"

"I suspect he might have something in there that's against school policy," Starlight confessed to them. "But I can't jump to any conclusions. Let's just see how he does with the students. I mean, maybe I could be overreacting or something."

…

The next morning, Starlight gathered the students in the lobby to introduce Tree Digger to them. "Now students," Starlight addressed. "Our school has continued to grow and evolve during the course of its short existence. And with it comes the need to add more teachers to meet the growing demand. To this end, we have brought in another teacher willing to share his special knowledge with all of you."

"Boy, I wonder who that could be." Gallus muttered in a sarcastic tone to his cousin, Icarus.

Starlight then instructed. "Everycreature, please welcome our new teacher of general literature: Professor Tree Digger!"

As Tree Digger stepped forward next to Starlight, he looked out among the students with a warm smile on his face. "Well thank you, Headmare Starlight, for that warm introduction," He smiled, clearing his throat as he began pacing in front of the students. "Now, like your headmare just told you, I'm, going to be your new Equestrian Literature instructor for the general literature section. A position I am well versed in due to having taught it at Friendship University."

Sensing that some of the students were going to react, Tree Digger decided to set the record straight. "Yes, that same school once run by Flim and Flam," He continued in a loud voice. "However, since they were found to not be good headmasters, I ended up leaving and came here. In addition, I am also a novelist working on my first major story. If you are interested I can share some of my works with you. Regardless though, I look forward to teaching you all here at the School of Friendship."

However, as he spoke, Starlight couldn't help but notice that Tree Digger's eyes were somewhat bloodshot. Still, she kept her thoughts to herself to avoid any panic amongst the students.

"Thank you, Professor Tree Digger," Starlight smiled. "Have a good day, everycreature. And be sure to make our newest teacher feel welcome whenever you see him."

With those words, the students departed to begin their day.

But the presence of bloodshot red eyes caused a great deal of concern for Starlight. As she went about her day, the thought of seeing bloodshot red eyes made the young headmare feel very uncomfortable. "Maybe I'm seeing things or something," She thought to herself as she approached Tree Digger's classroom. "Maybe his eyes were bloodshot because he slept bad, he could've been nervous about his first day or something. Let's just see how he does with the students before passing any judgement."

Stepping into one of the classrooms, Starlight slipped in near the back as Tree Digger proceeded to teach his class at the front. "Paradise Lost," He declared while looking down at a large, red book on his desk. "It's a very long poem that was written a long time ago, and I'm sure the lot of you have difficulty understanding exactly what the famous poets of Equestria were trying to say."

As he spoke, Starlight noticed the suddenly tired look that appeared on Treen Digger's face and the more she looked the more concerned she became.

"Maybe he was trying to describe the meaning between good and evil, the latter now of whom is among the teachers here at this school, right?"

Immediately, Tree Digger looked at the back of the classroom and saw Starlight sitting there. Trying to ignore her presence, he continued to prattle on. "Okay, the most intriguing character," He continued while turning to the blackboard. "As we all know from our reading is…Grogar!" He wrote Grogar's name in large letters on the blackboard. "Now what was the poet trying to tell us by using Grogar? I believe," He declared, picking up an apple with his right foreleg and taking a bite of it. "That being bad was more fun than being good. Don't you think so?"

The students said nothing, and Starlight was observing the whole situation.

"Okay," Tree Digger sighed, placing the apple down on the desk. "Don't write this down, but I probably find the poet as boring as you did. Heck, the poet's wife probably found him boring. He's probably a little bit long winded. He doesn't translate very well and his jokes are terrible. We must understand the classics, obviously. But not every classic is easy to understand at first glance."

Just then, the bell rang and the students quickly departed, although Tree Digger had one last thing to say. "But that does not relieve you of your responsibility for this material," He cried as the students left. "You still have to do the homework I assigned to you all! Listen, I'm not joking, this is my job!"

…

Starlight waited until the students were gone as Tree Digger acknowledged her presence. "Oh uh, Headmare Starlight," He chuckled. "What a nice…surprise."

"How are you finding teaching so far?" Starlight asked as she got up and walked towards Tree Digger.

"Oh, fine, fine. The students seem to be engaged," Tree Digger answered. "Although there are some who need a little more help to get through."

But Starlight wasn't concerned about the students. She looked closely at the coat pocket where Tree Digger was keeping something from her. "Actually Tree Digger, the students aren't the only reason I'm here. This morning, when I introduced you to the students, you had bloodshot eyes. Did you sleep okay last night?"

Tree Digger seemed to look confused. "Well, yes," He answered. "It's just that it's very nerve wracking, being my first day and all and…"

"What's that in your pocket?" Starlight questioned, using her magic to take out the small white box. "It looks small."

"Um, excuse me, Headmare Starlight! It's not your concern!" Tree Digger protested. "It's nothing…"

But Starlight opened the box anyway. Several small white sticks fell out of the box and her face turned to a look of disappointment at her new hire.

Tree Digger looked embarrassed as the small white sticks lay at Starlight's hooves.

"Tree Digger, why are you carrying cigarettes on school property?" Starlight questioned the stallion.

"Look, uh, Headmare Starlight," He explained while hastily picking up the cigarettes. "I'm, uh, a very nervous pony. Anxious, yes. These uh, help me cope."

"Tree Digger, you need to understand that I will not allow teachers having such things here," Starlight protested. "There are children who come here for crying out loud! Did the Flim Flam brothers allow you to carry cigarettes at Friendship U?"

"Well, uh, yeah! They did," Tree Digger hastily replied. "I have a way of coping with all that's going on with my novel that I'm working on along with teaching. I just needed something to help me unwind."

Sighing, Starlight felt like she needed to lay down the law with her new employee. "Then you need to find another way of teaching that doesn't result in you needing to use those," She warned. "I have a zero-tolerance policy that all my teachers take seriously with students and with each other. If I catch you with those things again there will be consequences. Is that clear?!"

Sighing, Tree Digger nodded.

"Good." Starlight quietly answered and left Tree Digger alone.

…

Later that day, Starlight gathered all the teachers in the teachers lounge to address what she had discovered with her new hire.

"What did you mean that he had cigarettes?" Doctor Whooves asked (he was the school's leading science teacher). "Surely he had a reason for it?"

"Another example of bad habits," Spitfire sighed (she was the school's gym teacher whenever she could find time to teach), taking off her sunglasses and rubbing her eyes with her forehooves. "I mean, what example are we setting for the students if we hire teachers like him? He reminds me of Fleetfoot and her habit that was consuming her. Now she's in rehab, trying to kick it."

"The fact of the matter is that Tree Digger has a horrible habit," Starlight declared. "And it's one that I won't allow!."

"Perhaps it was just the first day jitters," Sunburst proposed. "It happens to everyone and everyone has different ways of coping. I'm sure that after a few days, he'll get used to teaching and leave the cigarettes at home."

Starlight, unconvinced by her friend's words, raised an eyebrow at him.

"Maybe." Sunburst meekly added.

"The point is that we have to protect our students from any potential incidents," Starlight sighed while turning her attention back to the teachers. "I don't like to fire anyone, but I will not tolerate such behavior."

"What has that to do with us?" Octavia questioned (she'd taken a break from her concert performances to teach music at the school).

"I want all of you to help me keep an eye on Tree Digger," Starlight answered and then instructed. "And If you catch him doing anything like what I just saw with the students, report him to me for immediate termination, do you understand?" With Starlight making her case clear, all the teachers left except for Sunburst, Trixie and the ex-royal sisters.

"Look, Starlight, I get that he might have an anxiety problem and the way he's trying to solve it isn't healthy," Sunburst commented. "But, you can't just flat out get rid of him because of that!"

"I agree with Sunburst," Celestia declared while looking over at her sister. "Both Luna and I know from ruling that we can't make hard decisions unless it is absolutely necessary."

"Tree Digger might need some support," added Luna, walking over to Starlight. "Maybe he just needs a little guidance. In any case, I've been down the same path as him."

Sighing, Starlight turned away and looked out a window overlooking the school's athletic field. "Luna, I…I get that you relate to Tree Digger, given that you both potentially harmed yourselves because of your pasts, but that doesn't give you a free pass to do whatever you like."

"I created a tantabus to harm myself in my dreams, denying me a peaceful night's sleep," Luna sighed, draping a wing over Starlight. "Perhaps Tree Digger has his own tantabus that he needs to fight."

This gave Starlight an idea "Luna," She looked up at the alicorn. "I need to ask a favor of you…"

Leaning an ear towards Starlight, Luna listened to the request.

…

Later that night, Luna flew into Ponyville's town square and approached what appeared to be a small green house not far from Sugarcube Corner.

"This must be Tree Digger's house. Hope I'm not too late to help." Luna thought to herself, looking down at a small piece of paper Walking up to the door, Luna knocked on it and a few moments later, Tree Hugger opened the door. The young green earth pony was surprised to see Luna standing in the doorway. "Um, is Tree Digger home?" Luna asked.

"Uh, h-he i-is," Tree Hugger stammered. "B-but what d-do y-you want with h-him?"

"Tree Hugger, who is it?" Tree Digger called from another room.

"It's uh, the pony formerly known as Princess Luna, now just Luna. Tree Hugger called back, causing Luna to develop a look of shock and embarrassment. Just a few moments later, Tree Digger came out and gestured for Luna to come inside.

"Um, e-excuse my sudden a-arrival, Tree Digger," Luna stammered. "I-I'm paying you a v-visit because…"

Guessing what Luna was at his house for, Tree Digger gestured to her to follow him into a medium sized room where a large desk was sitting in the middle of the room. Right away, Luna then turned to a small table next to a dresser and a strange black substance was scattered all over it.

"This is your workroom?" Luna asked.

"It is," Tree Digger answered, shutting the door behind Luna. "And that is my novel."

The culture kicking up inside of her, Luna walked up to the desk and saw all of the papers stacked up on top of one another. "It's very nice." She smiled.

"Teaching is just a way to pay the bills until I finish my novel." Tree Digger explained.

"And how long have you been working on it?" Luna questioned.

"Four and a half years," Tree Digger answered as he hung his head in shame. "It's horse apples."

Turning his attention over to the table, Tree Digger took a cigarette and placed it on the substance. "Now," He declared while turning his attention back to Luna. "What brings you here, ex-princess?"

"I'm here," Luna began, looking slightly uncomfortable at what was happening. "Because Headmare Starlight feels that you need some support to…"

"Oh, really?" Tree Digger raspily coughed. "Does she want me teaching the students or not?! Because I can just get packed up and walk on out, sunshine!"

Immediately, Luna began to realize all too well why Starlight was concerned about Tree Digger. "I can teach anything beyond your wildest imagination!" He continued, his eyes quickly beginning to turn bloodshot again. "All you have to do is…take this!"

He placed the cigarette near Luna and she quickly backed away. "I'd much rather not." She politely protested as some of the scents began to trickle into her nose.

"It's a harmless substance," Tree Digger insisted. "Go on, take it! You know you want to!"

"No thank you," Luna politely protested again. "It's clear to me that you have developed a very bad habit and we all care about you…"

"No you don't!" Tree Digger retorted to Luna. "No one cares about me! The only ones who care about me, you can meet…in here!"

Before Luna could say another word, she suddenly began to feel drowsy. The substance's effect was taking its toll on her. With her mind clearly fogged up, Luna suddenly collapsed onto the floor with Tree Digger following suit.

"WHAT IS GOING ON HERE?!" A loud voice yelled, causing both Luna and Tree Digger to wake up with a start! Looking up, they saw an angry Starlight Glimmer and Celestia looking down at them.

Tree Digger was about to face the consequences of his actions!

…

Looking down in disgust, Celestia forced Luna to her hooves with her magic while Starlight Glimmer merely looked in anger at her new hire.

"Starlight, I…I can explain!" Tree Digger protested nervously, but Starlight was having none of it as she stormed over to the table. "I…I…"

"I should have known that you were doing something like this," Starlight snapped, turning around to Tree Digger with a sharp jerk. "Whatever this is called?! How could you do this to yourself?!"

"You should be absolutely ashamed!" Celestia shouted in her Royal Canterlot Voice! "Forcing that stuff onto my sister when she tried to help you!"

Opening her eyes, Luna let out a small groan before falling unconscious again.

"Tree Digger, I knew from the moment I interviewed you that you were hiding a secret from me and now I've uncovered it," Starlight frowned. "WHAT IS THIS CALLED?!"

"Uh, uh, happy place?" Tree Digger pathetically answered as Starlight placed the substance back on the table.

"Well, I'm not happy about this!" Starlight shouted, stomping a hoof down in anger. "There is no excuse that you can possibly say right now that will cover up your actions! As of this moment, you are terminated from the School of Friendship! Let's go, Celestia!"

The unicorn and two alicorns left in anger and disguise as Tree Digger sighed heavily, his secrets having now been exposed.

Back at the Castle of Friendship a short time ;ater, Luna opened her eyes and found herself surrounded by Starlight and Celestia. "Where…where am I?" She asked.

"You're back home," Celestia answered. "Luna…"

"I tried to resist, sister," Luna protested. "Honestly, I did!"

"Of course you did," Celestia sighed, clutching her little sister's hoof. "I know you wouldn't even try to do something like this."

"But you have to realize that Tree Digger isn't like what he is meant to be," Luna cried out in protest. "Before I fainted, I could look into his thoughts." Trying to activate her magic, Luna tried to make Starlight and Celestia see what was in Tree Digger's mind. However, the effects of the substance made it impossible and Luna lowered herself back onto the pillow.

"He…he's been fired from Friendship University for the very same thing!" Luna gasped. "Tree Hugger…tried to stop him, but he wouldn't listen."

Sighing, Starlight sat down at the edge of the bed and realized that her now former teacher had a dark secret that he'd tried to hide.

"Did you get anything else?" Starlight asked.

"No, that was it. Starlight," Luna weakly answered. "He…Tree Digger needs help."

"Doesn't everypony need help around here?" Starlight sighed in disappointment. "Luna, did…did you detect anything about Tree Digger that would suggest the war might be having an effect on him?"

Silently, Luna revealed that she couldn't figure out anything.

"So, what do we do now?" Celestia asked.

Sighing heavily, Starlight got up and looked up at the ceiling. She now had to make a difficult decision. "We have no choice but to let him sort out his own life," She declared, looking back to the retired princesses. "I can't let him go back now, not after what I discovered today. If he could do this to you, Luna, then he might try it with our students and that is something I cannot allow to happen!"

Accepting her defeat, Starlight left Celestia and Luna alone as she proceeded down the stairs and into the castle's throne room, sitting down in Twilight's throne. "Sometimes a leader has to make the hard decisions," She sighed to herself, lowering herself onto the friendship map. "Tree Digger, you were a pony that was just too far gone, and I can't save everycreature. This war is going to affect everycreature, I just know it."

With a loud sigh, Starlight could only wonder how much of a toll this war was going to take on herself and everycreature she knew.

…

Meanwhile, Tree Digger sat on a beach overlooking the lake as the sun came up, completely consumed by grief over the loss of his job. His mind was clearly gone and all the company he had was himself. "Sorry Tree Hugger," He sobbed. "I failed you as a father, just as I failed all of Equestria!"

And with that, Tree Digger allowed his grief to take over. He was a lost soul now and all of the goals he had: To teach at the School of Friendship, to write his novel, were now all gone and he only had himself to blame for it.

Episode 26: "Saving Waspinator"

Author's Note

Episode Summary: Megatron and several of his Predacons are sent by Grogar to hunt for the deserted Predacon, Waspinator, and force him to join the Legion of Doom.

Cast:

Scott McNeil as Waspinator

David Kaye as Megatron

Jim Byrnes as Inferno

Colin Murdoch as Quickstrike

Liev Schreiber as the Storm King

Doc Harris as Grogar

Alvin Sanders as King Sombra

Mark Acheson as Lord Tirek

Kathleen Barr as Queen Chrysalis

Sunni Westbrook as Cozy Glow

Jim Cummings as Lavan

John De Lancie as Discord/Lockdown

Tara Strong as Evil Twilight

…

"My Little Pony: Friendship is Magic" Season 11, Episode 26

"Saving Waspinator"

Written by Jeff Snyder (TwilightSparkle3562)

Edited by SuperPinkBrony12

…

Episode 26: "Saving Waspinator"

…

One night, Megatron felt a summons. A summons that brought him to the crystal ball in Grogar's throne room. Approaching the doors in his dragon mode, Megatron pushed them quietly aside and slowly entered the throne room. "The summons has led me here," He thought to himself, turning his attention to the crystal ball next to the throne room. "But what could it be? For what reason would it happen now?"

Then looking down at the ball, Megatron suddenly began to see a picture of a deserter among his ranks sitting amongst a prehistoric human population. "Hmm, Waspinator," He quietly growled. "That traitorous bug! Deserting his own kind. If I ever find him, I'll rip out his spark! Oh, yes!"

Little did Megatron know that he wouldn't be alone for very long. "What are you doing in here?!" Grogar snapped. Growling quietly, Megatron transformed to his robot mode. "No one goes near my crystal ball but me!"

"I felt a summons, Emperor," Megatron reluctantly explained. "It's led me to that traitorous Waspinator!"

"Who?" Grogar asked in a commanding voice. "Who is this Waspinator you speak of?"

Going over to his crystal ball, Grogar looked and saw Waspinator celebrating with the humans. "Waspinator happy at last!" He said before the branches covered Grogar's view.

Having seen what he saw, Grogar turned back to Megatron. "He must be one of yours, a Predacon," Grogar remarked. "With our invasion of King Vorak's kingdom inching closer and closer, I could always use another of your Predacon soldiers in my ranks."

"Waspinator is mine and mine alone to deal with, Emperor!" Megatron protested, as he tightly clenched his fists. "I have a way of dealing with deserters that not even you can understand."

Using his magic, Grogar picked up Megatron and threw against the right wall of the throne room! Groaning in pain, Megatron looked up at the towering Grogar standing over him. "Don't forget that you work for me now, Megatron," Grogar snarled, pulling Megatron up to his face. "If there is anyone who will deal with deserters, it's me!"

Throwing Megatron back onto the floor, Grogar began to come up with a plan to get Waspinator his own way. As Grogar left the throne room to return to his private quarters, he went past Lockdown, looking over at him. "Have my servants come to the throne room at dawn." He ordered the Predacon bounty hunter.

"What for, master?" Lockdown asked.

"We have a deserter to hunt down, a Predacon deserter," Grogar answered, walking past Lockdown and returning to his quarters.

"A deserter?" Lockdown thought to himself. "Who could it be?" But he and the rest of Grogar's Legion of Doom would find out in due time.

…

The next morning, all of the legion arrived in Grogar's throne room to hear of his latest plan.

"Something about a traitor," Cozy Glow pondered to Tirek. "Who do you think it could be?"

"I'm not sure, Cozy Glow," Tirek shrugged his paws. "If anything it's probably one of Grogar's soldiers or something like that."

The young pegasus turned alicorn could sense that Tirek had his mind focused on what was to come ahead. "You're thinking about your dad, aren't you?" She asked and Tirek silently nodded that he was. "Don't worry, you'll get your chance to get revenge on him eventually." Tirek could only growl with those words, but remembered that his chance was coming sooner rather than later.

Once all had gathered in the throne room, Grogar stood before his minions to reveal his plan. "It has come to my attention that a Predacon is on the run," He declared, much to the confusion of the legion. "It is a Predacon not from here. A Predacon who deserted his original master long ago."

"A deserter?" Chrysalis cried with a sinister smile forming onto her face. "I shall crush this deserter and drain every ounce of love he has!" But Chrysalis' joy was short lived when she began to receive awkward stares. Clearing her throat, she developed a look of embarrassment on her face. "Um, who is he anyway?"

"His name is Waspinator!" Grogar announced, producing a picture of the Predacon deserter with his bell. "This is what he looks like!"

"He looks like a wasp," The Storm King muttered. "I can tell from the butt."

"Of course he is a wasp you idiot!" Grogar bellowed to the satyr. "Predacons were created from the swiftness of the insects and from the brute strength of the dinosaurs. However, this deserter is not in Equestria."

The legion muttered amongst itself in confusion.

"No," Grogar explained, catching their attention again. "This traitor is in a different time period, a period where creatures on two legs roam free."

"Um, excuse me," Lavan protested and cleared his throat, much to Grogar's irritation. "Forgive me for interrupting, but a lot of us are on two legs."

"Silence you fool!" Grogar bellowed to the lava demon, before turning his attention back to the Legion. "These two legged creatures harbor weapons of their own creation, but their measly weapons won't stand a chance against us. In fact, we could always use new recruits for our conquests of Equestria's kingdom."

Grogar then turned his attention back to the Storm King, approaching him with a keen interest. "Um, why are you looking at me like that?" The Storm King asked with a confused look on his face. "Do I have something on my face?"

"No, you pea brain," Grogar chuckled. "Those protohumans look just like you, satyr. With your powers, you can easily transform them into your loyal servants, yes?" Upon receiving a nod from the Storm King he continued. "In fact, I've been looking at your conquest of Canterlot in my crystal ball, Storm King and have been carefully studying your warriors."

"Hate to say it, but most of my forces are dead or reformed," The Storm King lamented. "And as for my recruiting, it's so hard to find good help when you're a king. Everyone seems to expect you to be a miracle worker or something. It's always 'crisis' this and 'end of the world' that."

Returning to his throne, Grogar sat down and pondered the possibility of the Storm King being involved in the conflict to come. However, he had to reveal the hard truth to the Storm King. "You are not a real king. You're just a conqueror trying to be a king. You've no desire to actually lead anyone."

"Oooh, that's gotta hurt!" Cozy Glow whispered while recoiling slightly.

"But what if I could give you a kingdom to rule?" Grogar offered. "A pretend kingdom if you will, with these creatures serving in your court."

An excitement proceeded to form on the satyr's face, signifying that he would soon end up getting what he wanted…at least in his mind.

"Naturally, you would want a real kingdom," Grogar added. "But in order to do that, you'll have to help me conquer the badlands."

Excited, the Storm King had heard enough and bent down, kissing and slobbering at Grogar's hooves.

"Ew, gross! Does he have to be so much of a kiss up?!" Cozy Glow groaned, trying hard not to throw up.

"Very well then!" Grogar declared, kicking the satyr back from his hooves. "The Storm King shall be leading the charge in retrieving this deserter."

Megatron wasn't pleased to hear this and stormed over to the throne in disgust. "What?! How dare you?!" He shouted! "I should be leading the charge in retrieving Waspinator, not that goofball!"

Using his magic again, Grogar lifted Megatron up and threw him against the ceiling of the throne room! With Megatron plastered on the ceiling, Grogar used the powers of his bell to tighten the grip on the ex-Predacon leader. "The Storm King has proven his worth to me, unlike yourself, Megatron," Grogar explained. "So he shall lead the charge in retrieving the deserter. Understood?!"

Releasing his grip on Megatron, Grogar then turned to the rest of his legion. "Go now and bring me back Waspinator and those other creatures!" He ordered and sent the legion on their way to Prehistoric Earth.

Once they were gone, Grogar then turned his attention to Sombra. "If that Storm King thinks that he's going to get a kingdom," Grogar whispered. "He's sadly mistaken."

"Forgive me, my emperor," Sombra asked, clearing his throat. "But why are you making him lead and not Megatron? Wouldn't it make more sense to have the one with personal experience lead?"

"When expecting booby traps, my second-in-command," Grogar coldly replied. "Always send a boob in first. The Storm King won't last long in our ranks, but I figured it best to let him enjoy his moment…while it lasts."

Finding this amusing, Sombra could only smile at his superior's plan as Grogar was putting into motion: The Storm King's eventual downfall.

…

Transported by Grogar's magic, the Legion of Doom found themselves in an open jungle, one all too familiar to Megatron and several of his Predacons.

"What is this place?" Cozy Glow asked while looking around at all the trees.

"It's obvious this is a jungle," Tirek remarked, bending down and picking up some dirt off the ground, running it through his fingers. "But this dirt isn't Equestrian."

"Tirek, I have a feeling we're not on the moon anymore." Cozy gulped.

"Of course you aren't, little one," Megatron replied while turning to face her. "You're on Prehistoric Earth, where I once fought the Maximals in the Beast Wars. Now, where's that traitorous Waspinator?!"

Suddenly, all heard a rustling in the bushes and assumed battle stances.

"Dude, will you shut up?" The Storm King cried, glaring at Megatron while charging his staff.

"Don't call me 'dude'!'" Megatron growled!

"Whatever," The Storm King sighed while rolling his eyes. "Just do as I tell you, alright? Now, if you know what this place is would you care to lead us?"

Growling, Megatron led the Legion of Doom towards the Protohumans' village. It was nightfall, and the only light the legion had was the moon. But eventually, they saw a light with smoke coming from a location in the distance. "Those humans must be celebrating Waspinator," Megatron remarked. "It makes me wonder what could have been had we eradicated them without Dinobot's interference."

"Eradicated them?" Chrysalis asked with her eyes cocked in confusion. "What did they ever do to you? It must've been something truly awful."

"It's a long story, sugar," Quickstrike declared while looking over at the former changeling queen. "I reckon you probably never even heard of how we…"

"-Shut up, Quickstrike!" Megatron snapped, looking back at his fellow Predacon. "None of us have time to listen…"

"-Okay, okay, okay!" The Storm King interrupted, getting the two Predacons under his control. "We can just sit here and bicker, or we can do what we have to do, alright? Now listen up, here's how we do it," Sticking his staff into the ground, the Storm King began to draw up a battle plan of how they were going to attack the village. "Fire boy," He instructed, pointing to Lavan. "I need you to start creating some…mini-fires, get those primates riled up."

Happy to hear that he was going to be in his element, Lavan began to power up his fire powers. "And have ant-boy here help you out," The Storm King added, pointing to Inferno, cocking his weapon. "Now, dragon dude here will assist cheese legs and big horn here in rounding up the 'humans' for me."

Both Megatron and Chrysalis were taken aback by what the Storm King was saying to them.

"Excuse me?!" Chrysalis snapped.

"Well, you do have cheese legs with all those holes! I doubt it's a fashion statement," The Storm King remarked, then turned his staff to Cozy Glow. "And while you're at it, have big wings over here help you." Despite being insulted, Cozy Glow said nothing.

But then suddenly, Tirek began to pick up a scent of the humans. "What is it, Tirek?" Lavan asked as Tirek sniffed about. "Do you smell something?"

"I sense…something that I have never tasted before." The centaur declared, much to the Storm King's confusion.

"Uh, tasted?" The Storm King questioned.

"He absorbs magic from living creatures, dummy!" Cozy replied. "Do you live in a cave?!"

"Whatever," The Storm King muttered before turning his attention to Quickstrike and Dinobot II. "Now, while all this is going on, cobra tail and bones here will take the traitor into custody. Any questions?"

Having nothing else to say, the legion took up their positions around the village while the Storm King climbed up a tall tree to oversee the operation.

But Megatron wasn't willing to go along with the plan. He had his eyes set on capturing Waspinator, seeing the Predacon deserter sitting on a throne, fast asleep. Reverting to his dragon mode, Megatron flew into the air and took aim at the village!

"What the..?!" The Storm King cried, quickly using his staff to control Megatron, stopping him from flying any further. "Hey, you're gonna ruin everything, dragon boy! You'll spoil all the fun!"

"Is he always like this?" Lavan asked Inferno.

"The ex-royalty always did have a temper," The fire ant Predacon answered while cocking his weapon. "But let's impress the true royalty with our mission!"

Aiming carefully, both Lavan and Inferno fired their flames at one of the many huts in the village. The flames caused the inhabitants inside to run out of the hut screaming!

Hearing the screams, Waspinator woke up with a start. "What…what..what wakes Waspinator?" The rogue Predacon cried.

From up in his tree, the Storm King directed Chrysalis and Tirek to move forward with Quickstrike and Dinobot II right behind. Storming into the village, Chrysalis and Tirek went about firing their magic at the fleeing protohumans, who tried to go for the weapons but didn't have any time to act!

Seeing Quickstrike and Dinobot II, Waspinator reached for his gun and opened fire on them. "WASPINATOR HATES TWO HEAD AND LIZARD BOT!" He cried, firing his weapon repeatedly.

Meanwhile, from his holding position, Megatron attempted to struggle against the Storm King's magical grasp on him.

"Get him, you fools!" Megatron shouted as Chrysalis and Tirek along with Cozy Glow began rounding up several of the protohumans!

Suddenly, the Storm King began to lose his grip on Megatron. "Hey, hey! Let go!" He cried as the flames caused by Inferno and Lavan began to engulf the village.

Letting out a loud roar, Megatron threw off the grip and proceeded to fly straight down towards Waspinator! Before the traitor could react, he found himself pinned to the ground as Megatron transformed into his robot mode, pointing his dragon head right at Waspinator's head. "Deserter!" Megatron roared as Waspinator developed a look of fear in his eyes. "Traitor! I'll teach you to betray me and the Predacon cause, yes!"

Before Waspinator could react, Megatron fired a cold blast of ice from his dragon mouth onto him, freezing the rogue Predacon in a cocoon of ice!

Having witnessed this from the trees, the Storm King jumped down and fired several blasts from his staff at several attacking humans, knocking them back. "Hey, what's the big idea, lizard lips?!" He snapped while storming over to Megatron. "Stick to the script, will you?! You almost ruined everything!"

All Megatron could do was growl in disgust and without even a sense of resistance, merely walked away from the Storm King, who growled in anger.

…

Soon, the battle was over and the protohumans were captured by the legion as the Storm King went about selecting the ones he wanted to become Storm Creatures.

"You shall do nicely," He declared, pointing to a group of protohumans with his staff, activating the powers and transforming the frightened captives into white and gray colored storm creatures. The Storm King then proceeded towards several more protohumans, but these humans were badly injured from the fighting. "And you…well, let's just say you'll be bear food. Oh, I love it when I'm nasty!"

With their work done, the Storm King tapped his staff down several times, sending a signal to the moon for them to be brought back with their captives. "All right, gang," He called. "It's time to get this show on the road, eh?"

At that moment, every member of the legion was individually engulfed in gold magic and they and their captives were transported back to the moon.

However, Megatron had his own plans in mind as he turned towards teaching Waspinator a lesson.

…

Back on the moon, Grogar awaited the arrival of the returning members of his legion as they entered the throne room, with the Storm King leading the parade of chained protohumans behind him escorted by Chrysalis, Tirek, Cozy Glow and Lavan.

"Well, I see you've outdone yourself," Grogar remarked to the Storm King. "How many have been captured?"

"About fifty or so," The Storm King. "Didn't put up much of a fight, though. Oh wait! That's right, we surprised them! Right gang?"

The resulting remark caused some of the legion to laugh.

"How many of them will fight?" Grogar asked.

"Um, let's see," The Storm King replied, turning his attention to several captured humans. "This little human went to market, this little human stayed home, this little human had corned beef and this little human went 'wee, wee, wee' all the way home."

From a short distance, Cozy Glow was beginning to wonder if the Storm King was in the right place mentally. "Is he okay?" She whispered to Chrysalis and Tirek. "He looks like he escaped from a mental ward or something/"

"He's only trying to gain favor with Grogar," Chrysalis whispered back before shuddering. "Although I will admit that none of my warriors ever acted this way."

Stepping down off of his throne, Grogar proceeded to walk past the shackled humans, thinking of which ones to turn into Predacons and which ones he felt weren't. He then looked towards several humans, unable to stand up and collapse to the floor. "Hmm, these are useless to me," He declared. "Release them from their bonds." Stamping his hoof three times, Grogar watched as Soundwave and Shockwave removed the wounded protohumans from the line. At the same time, a low growling was heard as Scarface stepped into the throne room.

…

Meanwhile, Megatron had moved Waspinator into the dungeons and was now using his fire breath to melt the ice prison the rogue Predacon was encased in. Once the ice was gone, Waspinator fell down to his hands and knees, gasping in shock and fear. "Megatron?!" He cried in horror, looking up at the ex-Predacon leader.

"Yes, traitor," Megatron quietly snarled. "It's me, and you have a lot of questions to answer!"

"Waspinator not sure what…" Waspinator began.

Extending his dragon head through the bars, Megatron brought Waspinator towards him with only the bars preventing him from being pulled forward. "You know exactly full well what I'm talking about, Waspinator!" Megatron shouted! "Why did you betray me?! Betray the Predacon Alliance?!"

"Waspinator sick of being evil, sick of being Predacon!" Waspinator protested as Megatron carefully looked at the missing Predacon symbol on Waspinator's head. "And Waspinator sick of being BLOWN TO SCRAP ALL THE TIME!"

Firing a blast from his dragon head, Megatron sent Waspinator back against the wall of the cell. "That doesn't excuse betraying me and the Predacon cause, worthless bug!" Megatron snapped in a loud voice as Waspinator looked up to him in defiance, determined to not let the pressures of his former master get the best of him. "You know something, Waspinator? I thought you had full potential within my ranks, a chance to be promoted to sub-commander."

"Megatron never promised Waspinator that! Waspinator was merely scrap bot to you!" Waspinator hissed.

"But at least now you have a lot to think about for your actions," Megatron replied. "I give you a chance to rejoin my ranks, a chance to help me overthrow Grogar and reclaim my position as your leader."

"What about the humans?" Waspinator asked.

"Don't worry about them now," Megatron coldly retorted. "They're of no longer any concern to you. I'll give you some time down here to think things over." And the loud sounds of screaming of the humans were heard while he left.

…

Once Megatron was gone, Waspinator was left alone in his cell to think about what would be to come.

Suddenly, he began to hear the sound of metal footsteps, and Waspinator turned around to see Lockdown standing in front of his cell. "Are you the one called Waspinator?" The bounty hunter asked. "The Predacon deserter?"

"Uh huh." Waspinator nodded.

As Waspinator watched, Lockdown proceeded to step through the bars of the cell much to his shock and then proceeded to transform into Discord. "Who…are…you?"

"Name's Discord, Lord of Chaos, how you doing?" Discord asked, extending his lion paw out to Waspinator.

"Uh, Waspinator is…fine." Waspinator replied, unsure of what else.

Soon, several more sounds of screaming were heard from the protohumans. "Wish I could say the same for your friends," Discord sighed, snapping his fingers and producing a pair of bean bag chairs for him and Waspinator to sit down on. "But I can help you escape their fate."

Waspinator questioned. "What does strange lord of chaos know?"

Discord answered. "I know that you can be in a better place, my buggy friend. And I can help you with that."

"How? How lord of chaos help Waspinator?" Waspinator questioned further.

"I'm going to send you to a place where friendship and magic reign supreme," Discord explained. "A place that the demonic ram upstairs is planning to attack and conquer for himself."

"What is place?" Waspinator pondered.

"Oh, it's a little land called…Equestria. You'll love it there, trust me," Discord declared. "Now hang on a second!" Before Waspinator could ask another question, Discord snapped his lion paw and in a flash, Waspinator disappeared from view.

With Waspinator gone, Discord turned back into Lockdown and left the dungeons, grateful that Waspinator was out of harm's way.

…

Back in the throne room, the Legion of Doom stood at attention as the weakened humans had been disposed of. "Now then," Grogar declared as the humans' blood spread all over the floor. "As for the rest of your prisoners, take them to the dungeons and hold them there until I'm ready for them."

"Okay, come on now!" The Storm King laughed, gesturing for the protohumans to move out of the throne room. "Let's go to your new home! It's not the best, but trust me, you'll love it!"

Once the protohumans were gone, Grogar then turned his attention to Sombra. "We can always use more foot soldiers." He declared, stepping back up to the throne and sitting down in it.

"Indeed," Sombra chuckled. "But now, my emperor, there's a matter we need to discuss."

"I think I know what that matter is, Sombra," Grogar replied. "Our warriors are itching to fight against King Vorak. Well, they won't have to wait any longer. It's almost time for us to make our move and when we do, the first kingdom of Equestria shall fall to me!" And Grogar slammed his hoof down hard on the armrest of his throne, signaling that the first major invasion of Equestria was about to begin.

However, little did Grogar and Sombra know that evil Twilight was listening in on the conversation from outside the throne room. "So you want to take all the glory for yourself, huh, Grogar?" She snickered, turning away from the throne room. "Well don't get too comfortable. My friends and I, we're planning to take you down and we'll soon get what we want…everything we want."

Very soon, Grogar and his Legion of Doom would make their move on King Vorak's kingdom in their conquest of Equestria, while the evil clones of Equestria's six princesses were about to plan and make moves of their own.

Episode 28: "Attack on the Distant Lands, Part 2"

…

"PREVIOUSLY ON MY LITTLE PONY"

…

Cozy Glow: "For the last time, Tirek, your father is far away from you! He's probably dead by now."

Lord Tirek: "No he isn't. He's alive and is probably looking to kill me now that we're both freed from our stone forms."

Grogar: "What better way than to begin our fight than by conquering the weakest out of all the kingdoms in Equestria, the kingdom ruled by King Vorak?"

Lord Tirek: "What if I can help you get away from Grogar?"

Megatron: "What would be in it for me, centaur?"

Waspinator: "Waspinator, former Predacon."

Tempest Shadow: "This Monkey King you speak of. Could he by any chance be…the Storm King?"

Spike: "Twilight, what is it?!"

Twilight Sparkle: "Grogar is here!"

Grogar: "Let the battle begin!"

…

With his powerful army behind him, Grogar charged towards the borders of Vorak's kingdom, determined to begin his conquest of Equestria. The castle was well within his sight and it seemed like nothing could stop him. "Onward my warriors!" He shouted, a bent sword held within his aura. "To our great victory, and the beginning of the end for Equestria!"

Little did Grogar know that not far from him and his army, the Maximals were waiting for him due to having arrived thanks to Twilight's teleportation spell.

"Jumping gyros, would you look at that?!" Cheetor whispered as he and Rattrap hid behind a rock. "Grogar certainly lives up to the stories about him!"

"Eh, Grogar's no match for us, pussy cat!" Rattrap remarked as he cocked his gun. "He and his goons will be slagged before long! Just wait 'til they get a load of us!"

"Don't be too surprised, vermin!" Dinobot growled while brandishing his sword. "Megatron is among their ranks, and where he goes so do the Predacons!"

"Says who?" Rattrap snarled in question.

Dinbot growled back. "Says Discord, the one who returned me to existence," Then, tapping into his radio, Dinobot radioed into Optimus Primal. "Optimus," He reported. "Grogar and his forces are within range. We await your commands."

"All right," Optimus replied, as he hid in another area of the border with Rhinox and Silverbolt. "Once they get within a hundred yards we'll make our move. Remember do NOT let them reach the borders of the kingdom!"

"As you wish." Dinobot replied as the radio link was shut off.

Making sure his own weapon was ready, Optimus looked over to Rhino, knowing that they were about to face their biggest challenge since the end of the Beast Wars.

"Rodimus and his squadron are in position," Rhinox acknowledged. "Tigatron and Airrazor have merged to become Tigerhawk again. It seems their time away enabled their sparks to be intertwined for battle."

"Good, we'll need Tigerhawk's powers to aid us again just like at Mount Aris," Optimus nodded. "Even as long as we can bide time for Twilight and the others to safely evacuate the kingdom, that's all that matters to us. Be ready on my signal."

"Got it!" Rhinox nodded as he prepared his blaster.

So the Maximals took up their positions as Grogar and his forces got closer and closer to the borders. At the same time, Twilight and the others arrived at the castle where Vorak's guards had already taken up their own positions of battle.

"Vorak!" Twilight acknowledged as they headed into the throne room. "We came as soon as the rumbling was heard! Is everything in position?"

"Yes," Vorak replied. "But why are you here? Your assistance is not required, this is not the first time I've had to deal with an invading force."

"Father!" Scorpan protested. "They're here to help us!" Alas, he was not acknowledged.

"Princess Twilight," Vorak explained. "I may admire you and your fellow princesses, but this is my fight and not yours. Leave here at once and return to your lands."

"Aw, Pinkie Pie moaned, randomly pulling out a big party cannon similar to her own. "And I spent all this time preparing a battle sized party cannon just for the occasion."

"And this armor is stylish, you big brute!" Rarity added, going up to Vorak. "I always like to be well dressed for the enemy. Why deny me such an opportunity?"

"Because this is one enemy that you won't be well dressed for." Vorak coldly replied.

"King Vorak, no disrespect," Applejack protested while raising an eyebrow. "But this concerns us as much as it concerns you. Grogar is trying to take Equestria for himself, and yet you want to fight him alone?"

"My army is amongst the best in Equestria," Vorak protested. "We can handle Grogar and his forces!"

"Not by yourself!" Celestia protested back, going up to Twilight and standing by her side. "In fact, you should even be lucky that you have three alicorns fighting alongside you, King Vorak. We both know you worked hard to maintain good relations with Equestria during my tenure. Don't think you can treat my successor differently."

"I agree with my sister," Luna added. "You need all the help you can get whether you realize it or not."

But the arguing was interrupted as Spike looked out the window in fear. "Um, I hate to interrupt the fighting," He spoke up, catching everyone's attention. "But I think Grogar and his forces are about to reach the borders."

Shocked, all raced to the window and saw that Grogar was already close to where the Maximals were currently positioned, waiting to attack!

"Princess Twilight," Vorak pleaded. "I'm giving you and your friends one last chance to flee before it's too late. If the battle becomes as ugly as your last battles with Grogar's forces, I fear you won't survive."

But Twilight wasn't going to give in to Vorak's demands. She and her friends were going to fight. "No," She said firmly, drawing her sword. "We're staying and will fight alongside you whether you want us to or not! We're prepared to lay down our lives if necessary to defend our allies!"

"For once in your life, father, listen!" Scorpan protested. "Don't forget that Tirek is working with Grogar, and he'll surely be out for revenge. With Tirek on his side there's no telling what kind of secrets Grogar knows about our defenses. We need something even he won't be expecting: Allies!"

Sighing deeply, Vorak accepted defeat over the accepting of aid from Twilight and her friends.

…

Back at the borders, Optimus and the Maximals took their battle positions as Grogar grew closer and closer. "All right, as soon as they come into range, take them out!" Optimus ordered over his radio to the other Maximals with their weapons drawn.

Soon, Grogar and his forces were in range and that was the signal for the Maximals to strike. "LET THEM HAVE IT!" Optimus shouted and he and the Maximals began opening fire on the advancing army from all directions!

But as Grogar saw the fire blasts, he snickered and teleported himself and Scarface from view while the blasts hit several unsuspecting donkey soldiers.

"Stand together!" Sombra shouted as he tapped into his dark crystal powers, creating a staircase made of dark crystals that allowed himself and the army under his command to climb right over the Maximals.

Not wanting to avoid the chance of taking down his hated enemies, Megatron raised his dragon head and fired several missiles at the Maximals, one of the missiles striking a hiding place. But as the blasts hit, a tornado of dust blew the blast away! Emerging from the blasts was Tigerhawk! "Well, well, well," Megatron chuckled. "We meet again, Tigerhawk! And soon it shall be for the last time!"

Turning to the other Predacons, Megatron gestured them forward to his side. "Predacons, attack those hiding places and flush out that Maximals!" He ordered. "I want Optimus Primal and the rest of his troop destroyed! Now go!"

"But what about…?" Quickstrike protested, only for Megatron to grab him by the throat and pull him up to his face.

"Never forget who your true leader is, Quickstrike! Unless you wish to suffer the same fate as the traitorous Starscream!" Megatron warned, dropping Quickstrike hard on the ground. "Now get them! Predacons, attack!" And all opened fire on the Maximals, catching them off guard.

"What the cheese?!" Rattrap cried. "Megatron's goin' solo on us!"

"Just keep firing, Rattrap!" Cheetor cried, his guns firing at full speed. "We need to buy as much time as we can!"

Meanwhile, with the Predacons taking care of the Maximals, Grogar and Scarface emerged from their teleportation with the rest of the army not too far behind.

"There's only one way to stop them!" Twilight declared upon observing the carnage. She activated her horn and cast a shield spell around the castle, sending Grogar and his army back hard onto the ground.

"Blast that Twilight Sparkle," Grogar angrily growled as he got up. "A shield spell isn't going to stop me from getting what is mine! Break through that shield spell!"

"But my emperor!" Lieutenant Bray protested. "The shield spell is from an alicorn! It's far more powerful than any force we've dealt with before!"

"I don't care!" Grogar roared. "Do it, or Scarface will have something to snack on!" Heeding his master's command, Bray ordered several donkey soldiers to begin chipping away at the shield spell along with several members of the legion, including Chrysalis.

"No shield spell is going to stop me from reaching my father and brother, Princess Twilight!" Tirek shouted as he began to bang hard on the shield, trying to crack at it with his strength. The more he beat down on the shield spell, the more anger built up inside of the centaur. He was going to get to his father and brother one way or another.

"What's with the shield spell?" Scorpan questioned. "They're already breaking through. What did that even accomplish?"

"It's only meant to wear them down," Twilight explained with her horn glowing. "Take the fight out of them! They should expend a great deal of effort before they destroy it completely, and that's when we'll have them!"

"It's a risky gamble, Twilight," Spike protested. "Do you really think it will work?"

"I hope so, Spike. I hope so," Twilight nodded. "At least it'll buy time for the rest of the empire to evacuate safely."

Meanwhile, Tempest and some guards were down in the courtyard, also waiting for Grogar's forces to weaken. But to Tempest there was only one thing on her mind and that was facing the Storm King head on. "Take whatever comes your way!" She ordered to her platoon. "But remember that the Storm King…is mine and mine alone!"

Sure enough, the Storm King was among the legion trying to break through the protection spell. Using his staff he fired several laser blasts, but only managed to slightly chip away at the barrier. "Come on, come on!" He groaned. "Pretty please work for me?" However, the Storm King's magic was not as effective as it should've been. The more he and the rest of the legion tried to break through, the more the barrier seemed to strengthen. "Curse this useless stick!" He cried while banging on his staff. "I gotta get me a new staff!"

"Just keep trying to break through!" Lavan shouted while trying to melt the barrier with his fire powers, but to no avail.

"This isn't working! The more we try to break through the shield spell the stronger it becomes, my emperor!" Lieutenant Bray cried to Grogar, much to the ram's impatience.

It was then that Grogar got an idea. "Scarface!" He instructed to his pet grizzly bear. "Dig!"

Eager to please his master, the scar faced bear began to dig underneath the barrier, grunting and growling with each stroke of dirt he pushed away. "You must realize, Lieutenant," Grogar remarked with a sinister smile on his face. "That my pet can do more than what you've seen of him until now."

…

Back at the borders, Optimus and the Maximals were having their way with Megatron and the Predacons.

"Come out, come out wherever you are, Optimus!" Megatron taunted as he took to the air, completely ignoring the fact that Tigerhawk was also flying overhead.

"You won't find him, Megatron! But you've just found trouble!" Tigerhawk declared, firing a missile at Megatron from underneath his armpit, to which Megatron deflected using one of his dragon wings. The blast wound up heading to the ground and blasting several Predacons back.

"That's what you think, feathers for brains!" Inferno shouted from behind a rock, firing his gun at Tigerhawk only to have deflected by a pair of green laser eyes.

"What was that?!" Megatron gasped as Dinobot emerged from his hiding spot, brandishing his spinning sword. Megatron could only smile at the sight of his resurrected deserter. "So you're back, Dinobot. How interesting. Dinobot II, take care of your namesake! Prove that you are the superior model!"

Heeding Megatron's command, Dinobot II charged towards Dinobot, colliding with him ahead. But the original Dinobot was able to push his evil counterpart back. Yelling, he took his sword and began to swing it wildly at his carbon copy, Dinobot II managing to defend himself with his tail in an effort to knock the sword out of his hands.

"Give Chopperface some covering fire!" Rattrap ordered to Cheetor.

"You got it!" Cheetor replied and the two Maximals began firing at Dinobot II, hitting him several times. However, Megatron at that moment motioned for Shockwave and Soundwave to circle around and sneak attack the predacons.

Firing from his cannon, Shockwave blasted the rock protecting Cheetor and Rattrap.

"Hey, what the…?!" Rattrap gasped as they saw Shockwave and Soundwave behind them. "Oh great! Who invited you, you tin cat rejects?!"

"Ourselves!" Soundwave declared, jumping onto Rattrap and pinning him to the ground while Shockwave did the same with Cheetor.

Fortunately, Rhinox saw what was happening from the spot where he and Optimus were in. "Rattrap and Cheetor are in trouble!" He cried to Optimus.

"Silverbolt, help them!" Optimus shouted to the wolf/eagle fuzor.

"On my way!" Silverbolt replied as he rushed to the scene!

But Megatron also saw what was about to happen and gestured for Barricade to make his move. The triceratops emerged and jumped onto Silverbolt before he could take to the air. Looking up at Megatron, Optimus felt like he needed to go one on one with him!

"Rhinox, get him off of Silverbolt!" Optimus shouted and Rhinox did just that, ripping Barricade off of Silverbolt while Optimus took to the skies. "Prime Jets, on!"

Once he got up to Megatron's level, Optimus flew a flying punch at the Predacon, sending Megatron back toward the ground. But the Predacon leader rallied with a blast of fire from his dragon head.

"Optimus, hold on!" Tigerhawk shouted and pushed Megatron back onto the ground with a hard thud!

Meanwhile at the barrier, Grogar and his Legion of Doom were continuing to try and break their way through. But by this point their patience was already draining, especially for Tirek who was now banging hard on the barrier. "Curse that Twilight Sparkle and her friends!" He shouted in frustration. "Why must they continue to deny me a chance to get my revenge?!"

"We can't give up!" Cozy Glow protested, using all of her alicorn magic to try and also break the barrier. "Twilight and her friends may be tough, but we're tougher!"

Chrysalis could only snarl. "Easy for you to say! You're a child, you have more energy than most of us!"

But then suddenly, Tirek began to see a crack in the barrier and could only rejoice at the fact "It's cracking!" He cried! "It's cracking!" Using his fists, the centaur began to punch harder and harder at the barrier, causing more cracks to appear.

Unfortunately, for Twilight, the strain of maintaining the barrier was beginning to be too much for her as she started to wobble, struggling to stay upright.

"Twilight, you're running out of energy!" Celestia cried! "Stop this before it's too late!"

"No, I have to…keep trying!" Twilight groaned even as the magic in her horn started to flicker. "We can't give up now!"

"The more she strains, the more the barrier weakens!" cried Luna to Celestia. "What should we do?"

As Twilight continued to strain herself, everyone knew that she couldn't keep this up forever.

"Twilight, it's not worth it!" Spike pleaded!

Twilight groaned. "It's the only way we have a chance! We have to… wear them down!"

Just then, all noticed the barrier starting to break with the cracks reaching the top of the dome. "Father, she can't hold on like this!" Scorpan cried to Vorak. "At this rate, Twilight could really hurt herself, or worse!"

"Why should I care, Scorpan? She and her friends shouldn't have been here in the first place!" Vorak snarled. "This is my fight, not theirs! I warned them not to interfere!"

Horrified at what they just heard, Celestia and Luna finally had enough of Vorak's stubborn nature. "It's our fight too, Vorak!" Celestia cried, her horn raging. "Twilight is draining herself to buy us all the time we need to prepare, but you don't seem to care!"

"How dare you say that to me!" Vorak snapped, stamping his hoof down. "Of course, I care! It's my kingdom, I should be the one defending it, not a pony!"

"You were always a stubborn one, Vorak, Luna protested. "Yet even in your kingdom's darkest hour, you still refuse the help you need to repeal Grogar!"

"Yeah," Applejack added. "Why are you such a stubborn centaur? A good leader knows when to lead by example, and by tellin' us that we shouldn't be here helpin' y'all you're basically admittin' defeat!"

"I agree with Applejack!" Pinkie added. "You don't even deserve to have my party cannon in your arsenal!" To prove her point, Pinkie Pie magically made her large party cannon disappear.

"So what?!" Vorak remarked. "It's my kingdom and I will decide how I shall fight to protect it! I told you that I didn't want your help, and you refused to listen."

Suddenly, Vorak was interrupted by a loud set of screams emerging from outside in the courtyard. Racing over to the balcony, he looked out and saw what appeared to be citizens screaming as Scarface began attacking random gargoyles and centaurs!

"Grogar's bear is on the loose!" Scorpan cried. "We need to stop it, now!"

"If the bear made it past the barrier…" Luna started to say as they looked out to see the gold magic materialize into Grogar himself, already firing magic from his horns at random citizens. "Sister, what should we do?"

"We've got to face him, now! There's no other way!" Applejack protested.

"He seems to be moving towards Tempest's position!" Spike cried, looking through a pair of binoculars. "Should she move towards Grogar?!"

"Let's focus on getting our subjects to safety, Father!" Scorpan cried, looking over at Vorak with a worried expression on his face.

"Are you just going to stand there while your subjects are left to that bear's mercy?!" Luna cried, but Vorak said nothing.

Fed up, Celestia and Luna had no other choice. Running over to the window, they activated their magic and began to randomly engulf the citizens of Vorak's kingdom and teleport them to safety!

Angered, Grogar looked up and saw Celestia and Luna standing on the balcony. "If that's the way you want to play," He growled, looking up at the two sisters as the barrier continued to break more and more. "Then I can play that game as well." As Grogar yelled those words, donkey soldiers began crawling out from underneath the hole that Scarface had dug up.

"They're breaking through!" Celestia gasped in alarm!

"We got to face them and drive them back!" Rainbow Dash cried while putting her helmet on. "Who's with me?!"

Suddenly, the ponies heard a loud scream of pain from Twilight as her horn gave out and she collapsed onto the floor.

"TWILIGHT!" Celestia screamed, running over to her daughter figure's side. Right away, she could see that Twilight's magic had been strained and that she had no more magic inside of her. "Her magic's gone!"

No sooner did Celestia say those words than at that very moment, the barrier finally began to collapse, bits of magic falling onto Vorak's kingdom like rain. This was a delight for Grogar to witness as the fall of the barrier only meant one thing: His legion could now advance towards the kingdom unhindered. "The barrier has broken! Let the destruction commence!" Grogar declared, looking back towards his legion. "Forward, my minions!"

Having heard this, Tirek finished off the remnants of his portion of the barrier and now had a clear path towards his former home. "Yes," Tirek roared as he charged into the kingdom along with the rest of the army. "Yes! At last, I will have my revenge!"

…

The fall of the barrier was also seen by the Maximals as they tried to fight off Megatron and the Predacons. "The barrier! It's fallen!" Optimus cried as Megatron struck Optimus with a blast of fire from his dragon head.

"Obviously you must pay more attention to your surroundings, Optimus," Megatron remarked with a smirk. "Otherwise, look what happens."

Crashing down on the ground, Optimus struggled to get himself back onto his feet. "Rhinox!" Optimus yelled over to his second-in-command. "The barrier's fallen! Twilight and the others will need backup! Get some Maximals to help out!"

"Right away, Optimus!" Rhinox called, only for Barricade to climb on top of him and pin him down.

Fortunately, having been freed from Barricade's grasp, Silverbolt took to the air and flew towards the kingdom.

Seeing her love fly off towards the kingdom, Blackarachnia decided to follow.

"Blackarachnia, where are you going?!" Rodimus Primal cried, turning to the former Predacon.

"I'm going to back up Silverbolt!" Blackarachnia answered. "He can't go alone!"

"She's got a point there, kitty cat." Skids remarked.

Rodimus realized there was no point in arguing. "All right, you can go, Blackarachnia," He sighed. "Skids, Mudflap, you back them up! Ironhide, Ratchet, we'll hold our position here and await further orders!" Her request granted, Blackarachnia transformed to beast mode and proceeded to go after Silverbolt with Skids and Mudflap following right behind her.

…

Back at the kingdom, Grogar and his Legion of Doom continued to get closer and closer to the castle and realizing that they needed to repeal him, Twilight's friends needed to act fast.

"Tempest needs to meet them!" Fluttershy cired, looking back to Applejack and the others.

"So do we," Rainbow added. "We've got to keep them out of the castle until Twilight can recover and fire up her shield spell again."

"Be careful out there, please." Spike pleaded.

Yet just as the five princesses were about to leave, they heard a faint cry from Twilight. "Wait!" She weakly cried while trying to get back on her feet. "I'm going with you."

"Twilight, no! Your magic is too weak right now to be of any use!" Celestia cried in proteste, pulling Twilight back with her magic aura. "I can't let you go, not like this!"

Twilight weakly whimpered. "Celestia…"

"You need to charge your magic, Twilight." Celestia firmly pleaded.

Meanwhile, feeling like he'd heard enough, Scorpan decided to stand up to his father. Leaving his father's side, he proceeded to go to the sides of the five princesses.

"Scorpan, what are you doing?!" Vorak demanded.

"I'm going to defend this castle with help from our allies, Father," He defiantly declared. "And you can't stop me!"

Vorak tried to speak, but was unable to. His face filled with disgust over how his youngest son was defying him.

"Ready?" Scorphan asked the rest of the princesses and nodding in reply, they all proceeded to make their way out of the throne room.

"Insubordinate son of mine!" Vorak growled in disgust.

"Perhaps he will do Equestria and your kingdom a service by at least defending it," Luna snapped as she and Celestia knelt besides Twilight. "You should be proud of him, but you're letting your hatred for Tirek cloud it all."

Meanwhile, as they all ran out of the castle, Scorpan and the other princesses raced towards Tempest and her platoon, the fall of the barrier signaling that they were about to charge into battle.

"Tempest are you ready to rock?!" Pinkie Pie asked.

Silently nodding, Tempest drew her sword and pointed it in the direction of Grogar's advancing forces. "CHARGE!" She screamed and the platoon combined with the young gargoyle and five of Equestria's princesses charged towards the advancing Grogar and his Legion of Doom while Vorak, Celestia, Luna and Waspinator watched from above in the castle.

The true battle for King Vorak's kingdom was about to begin!

…

TO BE CONTINUED

Episode 29: "Attack on the Distant Lands, Part 3"

…

PREVIOUSLY ON "MY LITTLE PONY"

…

Twilight Sparkle: "We came as soon as the rumbling was heard! Is everything in position?"

King Vorak: "I may admire you and your fellow princesses, but this is my fight and not yours."

Scorpan: "For once in your life, father, listen!"

Optimus Primal: "LET THEM HAVE IT!"

Twilight Sparkle: "There's only one way to stop them!"

Grogar: "A shield spell isn't going to stop me from getting what is mine!"

Tempest Shadow: "Take whatever comes your way! But remember that the Storm King…is mine and mine alone!"

Celestia: "Twilight, you're running out of energy! Stop this before it's too late!"

Scorpan: "Grogar's bear is on the loose!"

Celestia: "TWILIGHT!"

Rainbow Dash: We've got to keep them out of the castle until Twilight can recover and fire up her shield spell again."

Tempest Shadow: "CHARGE!"

…

"Let's get them, you guys!" Rainbow Dash shouted as the defenders of Vorak's kingdom all charged towards the encroaching enemy army! "FOR EQUESTRIA!"

Taking up their battle positions, the two armies collided and using whatever physical strength they had, each warrior on either side fought tooth and nail.

From above a crystal pillar, King Sombra rained down blasts of magic onto the defenders below, hitting several of them in their weak spots.

"Take this!" Pinkie Pie shouted, randomly throwing whipped cream pies into the faces of the donkeys. However, the Princess of Laughter was interrupted by Sombra's dark magic as he jumped down onto her. "Oh, fudge."

Snickering, Sombra prepared to aim his horn at point blank range, only for a noose of rope to be caught around his leg. "Hey! What…?" He cried as Applejack attempted to tie him down. "Oh, the Princess of Honesty. If I could be honest…" Growling, Sombra broke the rope and rolled back onto his legs, firing his magic at Applejack and hitting her in the side.

"APPLEJACK!" Pinkie Pie screamed as Applejack struggled to get back to her feet. Yelling, Pinkie tackled Sombra to the ground snarling like a wild animal. "Nopony hurts my friends, you monster!" But before Pinkie could lay a hoof on the black hearted unicorn, several donkey soldiers pushed her off, allowing Sombra to get back on his hooves.

Meanwhile, Fluttershy and Rainbow Dash were holding their own against Chrysalis and Cozy Glow who were backed up by several donkey soldiers.

"By the time I'm done with you, I'll have your wings plucked off and mounted!" Chrysalis cried with a sinister smile on her face.

"You'll never get the chance, you overgrown bug!" Rainbow Dash shouted, taking to the air at hyperspeed with Chrysalis hot on her tail, leaving Fluttershy to deal with Cozy Glow alone.

"Well, well, well, Professor Fluttershy," Cozy Glow laughed with her alicorn horn charging. "Golly, we have to stop meeting like this. Just be a good little pony and stay out of my way!" Acting fast, Fluttershy dodged the blast of alicorn magic as it hit the inside of a building. Several centaur and gargoyle soldiers proceeded to strike at Cozy Glow repeatedly, but the pegasus turned alicorn was prepared and created a magic tornado that sent them spinning.

"Hey, watch it, you brat! I'm not your enemy!" Sombra shouted to Cozy Glow, having only narrowly missed being absorbed by the twister.

"Sorry, still trying to get used to my powers!" Cozy apologized, only to be punched in the face by a gargoyle soldier and thrown onto the ground. But before they could lay a claw on her, Cozy Glow managed to get airborne once more and her timing couldn't have been more perfect as Scarface roared towards them and laid waste to the soldiers. Just then, she saw Tirek fighting his way through the encroaching army, dead set on heading to the castle where his father and brother were.

"Tirek, wait!" Cozy Glow cried, using her magic to make herself a path towards her father figure. "Where are you going?"

"I'm going to free my mentor, Sendak!" Tirek declared.

"Wait, let me go with you!" Cozy pleaded, but Tirek pushed her away.

"No," Tirek protested in a firm voice, climbing onto a destroyed cart. "This is my fight and mine alone. Besides, I don't want you getting hurt by my father because of me."

"Tirek…" Cozy said, feeling somewhat taken aback by not being allowed to accompany her father figure. "I…I understand. This is your fight. Give your old family a royal beatdown for me!"

"Look, Cozy," Tirek reassured the filly, placing a finger under her chin. "If anything were to happen to you, I would never forgive myself. I'm telling you as your father figure to stay here and keep these annoying encroachers away from me."

Feeling somewhat upset by being held back, Cozy nevertheless hugged her father figure only to notice Silverbolt flying overhead, firing missiles from his wingtips. "Tirek, go!" She shouted as the centaur ran off towards the castle while she turned to the donkey soldiers. "Get that Maximal!"

Suddenly, from out of nowhere, Cozy Glow heard a shrieking female voice behind her, overlooking a tall house. "Blackarachnia, maximize!" She cried, transforming from spider to robot as she began to fire from her legs onto Cozy Glow and several donkeys.

Acting fast, Cozy used a shield spell to protect herself from Blackarachnia's firepower while Fluttershy charged at Cozy Glow, pushing her back.

"Time for a history lesson!" Fluttershy growled as she began to repeatedly punch at Cozy repeatedly. "How to survive the wrath of nasty Fluttershy!"

Meanwhile, up in the skies over the Badlands, Rainbow Dash and Chrysalis duked it out.

"Stand down, Rainbow Dash," Chrysalis snarled as Rainbow Dash threw a punch at the former changeling queen. "You can't hope to win! Not against me!"

"We'll see about that!" Rainbow Dash declared and headbutted Chrysalis in the chest, only for the evil changeling to attempt to stab Rainbow with her horn. Rainbow managed to defend herself, however, by kicking Chrysalis horn away from her and flying off at a fast speed. "You're too slow, cheese legs!"

Snarling at the insult, Chrysalis used a freeze spell, holding her foe in a magical bind. "I don't take insults very well," She coldly remarked. "Now you shall die!"

But before Chrysalis could fire a killing blast at Rainbow Dash, a sudden blast of fire struck the former queen in the back, burning her and releasing Rainbow from her magic. Turning around, she saw what appeared to be Tigerhawk flying right behind.

"Let her go," Tigerhawk coldly declared while glaring at Chrysalis. "I order you!"

"No one orders me to do ANYTHING!" Chrysalis yelled, firing at the merged Maximal who effortlessly blocked the blast with his wing.

Seizing an opportunity, Rainbow kicked Chrysalis in her wounded spot and sent her crashing down into a creek below. "Thanks for the assist," Rainbow began, "But, aren't you supposed to be…?"

Rather than answer, Tigerhawk turned around to see Optimus Primal flying towards him and Rainbow Dash with Megatron hot on his trail. With the barrier fallen, the Maximals and Predacons were slowly making their way towards the kingdom.

"Go help Optimus!" Rainbow ordered. "I'll deal with Chrysalis!" Yet just after giving the order she was hit by a blast of fire and fell screaming to the ground below!

Turning around, Tigerhawk saw Inferno flying with Quickstrike on his back. "For the glory of the royalty!" Inferno shouted, only for Tigerhawk to growl in anger at what the Predacons had just done. Transforming to beast mode, the tiger/hawk hybrid opened fire on them, using the gatling guns on his wings. However, the two Predacons were soon joined by Terrorsaur in the aerial attack.

…

With the defense of the kingdom going on behind him, Tirek proceeded to go further and further towards his former home. Then suddenly, he began to feel a strange summons in his horns. Right away, he began to quickly identify the source. "Sendak," He whispered to himself. "I must get you out!"

Racing towards the work camp, Tirek quickly charged his powers to face any guards that were guarding Sendak and the other prisoners. Finally, he ultimately came face to face with several guards trying to escort several prisoners to their cells. Roaring loudly, he fired a blast of his magic at the guards before they could react to his presence!

Two prisoners looked up, grateful that Tirek had come to their rescue or so they thought. Needing all the strength he could get, he absorbed the magic of not only the guards, but the two prisoners as well. Once done, Tirek roughly picked up one of the guards and pulled the gargoyle right to his face. "Where's Sendak?!" He demanded in a loud voice. "Where is he?!"

Defiant, the guard said nothing. Tirek threw him down onto the ground and proceeded into the hallways where the cells were kept. "Fine, I'll find him myself!" Tirek grumbled. "Sendak! Sendak!" He shouted as he absorbed the strength out of any guards and prisoners he came across. "Sendak! Sendak! Where are you?!"

Finally, the centaur heard a faint voice coming from the cell at the end of the hallway. Running over, Tirek looked down and saw an old looking red centaur in a cell, chained to a wall at the back of it.

"Tirek!" Sendak gasped while looking up at his former pupil. "You've... come back!"

"I've come to get you out, master. I've finally perfected everything you taught me," Tirek declared while trying to break at the cell door. "We don't have much time before my father learns I'm here."

"Use your strength!" Sendak instructed to Tirek.

Tirek blinked in confusion. "What?"

"Your physical strength," Sendak remarked. "Don't waste time with that absorbed magic, it'll do you little good. You must use your muscles to break down this cell door. Why else would I teach you that?! All that magic is meaningless if you can't use your muscles to take out any who would resist!"

Letting out a loud roar, Tirek used his strength to rip the bars out of their placement, throwing them aside! Then he proceeded towards his mentor, using his strength to pull the chains out of the wall. "We have to hurry," He declared. "I want to get you to safety before my father finds out you're gone! I want the battle to be between my father, Scorpan and myself." Throwing Sendak on his back, Tirek then proceeded to leave the cell hallways.

However, from up in the castle throne room, Spike was looking out through the telescope and saw that Tirek fleeing. "Tirek's broken through!" He cried, catching the attention of King Vorak. "And he's got something on his back!

"Of course he has. It's that traitorous Sendak who poisoned his mind," Vorak muttered, walking over to Spike and pushing him away. "Tirek made a grave mistake coming back and freeing Sendak. And now, he'll pay. The both of them will suffer the same fate!"

…

Running as fast as he could, Tirek attempted to get his mentor to safety as he caught the attention of Tempest Shadow. "TIREK!" She shouted. "GUARDS, SEIZE HIM! DON'T LET HIM ESCAPE!" Her broken horned fully charged, Tempest prepared to charge after the centaur only to be hit in the back by a lightning bolt.

Falling to the ground, Tempest struggled to her feet as she saw the shadow of an all too familiar presence towering over her. "Hello, Tempest Shadow," The Storm King laughed as he pointed his staff at Tempest, while she looked up at her former superior with a look of anger on her face. "Nice to see your face again. How is that scar of yours?"

Snarling, Tempest jumped up and realizing that Tirek was out of her grasp, decided to focus all of her attention on defeating her former superior! "Better than you're about to be, Storm King!" She hissed. "I've been waiting for this for a long time!"

Meanwhile, several blasts from the battlefield nearly hit Tirek, but he managed to dodge them as he proceeded towards the borders and safety.

"He won't get away that easily!" Vorak declared as he watched the scene unfold. "If my son thinks he can just take off with his mentor and get away with it, he's got another thing coming!"

"Vorak, it's not worth it!" Celestia protested.

"Everything is worth this, Celestia," Vorak seethed, turning around to face the elder alicorn while charging his horns. "I've waited long enough to finish those traitors off and no one will stop me, not even you!"

"Listen to yourself, King Vorak" Twilight groaned, her magic charging back up in her horn as she struggled to her hooves. "All you want is revenge, swift and mighty revenge. Tirek may be dangerous, but he…"

"…must be destroyed, Princess Twilight," Vorak interrupted. "And I will not allow myself to be denied that chance! If you won't help me then get out of my way!" Using his powers, Vorak placed a magical grip on Twilight, Celestia, Luna and Spike.

"What are you doing, Vorak?!" Celestia cried angrily. "Release us at once! You're risking an international incident!"

"Waspinator, get out of here now! Find Optimus Primal and get help!" Luna cried out to the former Predacon, only for him to be also engulfed in Vorak's grip.

Rather than complying, Vorak used his magic to transport the former Predacon, the three alicorns and young dragon away.

At the same time, Tirek had nearly reached the safety of the borders when he suddenly began to feel himself and his mentor both being teleported. Before he could reach the borders, both he and Sendak were gone and in their place were Twilight, Spike, Waspinator and the ex-royal sisters.

"Where are we?!" Luna gasped as all got their bearings.

"We've been transported to the borders by Vorak," Twilight realized. "We've got to help our friends."

Waspinator nervously questioned. "But what about…?"

"It's clear to me that Vorak is beyond reasoning at this point," Twilight declared, spreading her wings out. "We must do what we can to help the others! Come on!"

Taking to the sky, Twilight flew as fast as she could towards the kingdom where the battle was still deadlocked.

Having left the palace, Scorpan used whatever strength he had to beat down whatever enemy stood in his way. Suddenly, he saw Sombra taking on Pinkie Pie and Applejack. Letting out a loud roar, he flew towards Sombra and picked him up!

"Take your stinking paws off me you…" Simbra cried only for Scorpan to throw him back onto the ground face first, sending a ripple effect that caused several donkey soldiers to be flown back! Landing hard, Sombra got up and faced the young gargoyle princel.

"No one hurts ponies and gets away with it!" Scorpan growled.

"Forgive me if I disagree with you," Sombra replied, swinging his horn at Scorpan, trying to strike at him. But the gargoyle did everything in his power to take on the deposed king of the Crystal Empire using his fists and claws.

Before Sombra could strike at Scorpan, he felt his leg being caught in a noose courtesy of Applejack and Pinkie Pie. But not wanting to be put down by them, Sombra pulled them towards him and then threw them at Scorpan, sending him back.

"Aw, did you hurt yourselves?" Sombra asked in a mocking tone, only to be struck with a blast of unicorn magic in his side, knocking him over as Rarity floated herself in front of her comrades.

"I'm going to mess you up bad, Sombra!" Rarity screamed! "Your reign of terror ends here and now!" She began to use her magic to try and pick Sombra up. But suddenly, Rarity herself was pushed back onto the ground as Fluttershy was seemingly thrown at her, sending the two mares into Scorpan, Applejack and Pinkie Pie.

"I think we've had enough on the receiving end!" Cozy Glow evilly grinned as she hovered over the fallen ponies. "What do you think, Sombra? Isn't it time we wiped out these pests?"

Snickering, Sombra joined Cozy Glow in eyeballing the chance of killing their enemies.

…

Back at the borders, Celestia and Luna attempted to follow Twilight as she continued to go faster and faster towards the kingdom with Waspinator and Spike following behind. Suddenly, they were all greeted by a blast of fire as Megatron and Optimus continued to duel it out in the sky above!

"Optimus, hold on!" Twilight called as the Maximal Leader began to show severe damage from all the blows he was taking.

"Wait, Twilight!" Celestia called. "We'll help Optimus! Go help your friends!"

Realizing that there was no point in arguing, Twilight nodded and proceeded to the kingdom while Celestia and Luna took on Megatron, firing their alicorn magic at the Predacon, striking at his transmetal body.

"Who dares fire upon me?!" Megatron cried out as Celestia and Luna hovered over him with their horns glowing.

"Your worst nightmares!" Luna growled as she darted at Megatron while Celestia raced over to Optimus' side.

"Are you all right?" Celestia asked the Maximal.

"I'll be fine…" Optimus panted while trying to fire up his prime jets, but they'd become damaged from the beatings he'd taken and wouldn't work. "What in…?"

"Land now!" Celestia ordered. "Luna and I will deal with Megatron."

Doing as he was told, Optimus landed back onto the ground, his body becoming affected by energon build up.

"50% damage reported." The interior computer reported to the Maximal leader.

"Begin internal repairs," Optimus ordered before turning his attention back to the borders where the rest of the Maximals were fighting. "Rhinox, are you there?"

Rhinox continued facing off with Barricade, throwing punches on the Triceratops Predacon while Optimus tried to radio him in. "Rhinox, come in!" But there was only the sounds of a skirmish in reply. "All units fall in on my position!" Optimus ordered. "We need to support the kingdom. Move!"

Heeding Optimus' order, Rhinox turned his attention back to the kingdom, but Barricade wasn't done with Rhinox yet and neither were Dinobot and his transmetal clone.

Collecting a handful of dirt, Dinobot threw it into his clone's eyes, temporarily blinded him as he raced towards Cheetor and Rattrap. "Optimus wants us to go to his position!" He reported.

"But what about…?" Cheetor asked as the remaining Predacons continued firing at them.

"-Let's go!" Dinobot shouted, picking both of them up. "Rodimus will hold our position!" Not wanting to leave their comrades behind, Rattrap and Cheetor reluctantly proceeded to follow Dinobot and Rhinox per Optimus' orders.

…

Meanwhile, Twilight and Spike arrived at the battle ravaged kingdom only to discover Sombra and Cozy Glow closing in on Scorpan and the rest of Twilight's friends (except for Rainbow Dash).

"Come on, Spike!" Twilight shouted and upon seeing Rarity being cornered with the others, Spike flew as fast as his wings would let him.

With Cozy Glow and Sombra ready to kill, all their possible victims could do was pray for a miracle.

"Rarity," Applejack whimpered in a quiet voice. "In case we don't get out of this, I want you to know I'm sorry for ruinin' your fashion show."

"Which one?" Rarity asked in confusion.

"The one that Hoity Toity and Photo Finish agreed to judge for." Applejack gulped.

"Okay, who wants to be first?" Cozy Glow sadistically asked, before a blast of Twilight's magic hit her in the back, causing her to scream loudly in pain!

Turning around, Sombra growled as Twilight landed in front of them. "You're not hurting anypony or anycreature," She coldly answered. "Not as long as I am here!"

"And that goes for me too," added Spike, much to the relief of Scorpan and the others.

"Aw, come on!" groaned Cozy Glow, glaring up at Twilight and Spike. "Can't we at least get some fun around here?"

"Playtime's over for you, Cozy Glow!" Twilight growled as Scorpan loudly roared and jumped onto Sombra and picked him up again, this time throwing him down at Lavan, who was using his fire powers on several centaur soldiers.

With Sombra gone, the rest of the princesses stared down Cozy Glow with looks of death deep in their faces.

Meanwhile, opening her eyes up, Rainbow Dash found herself lying in a small ravine not far from the castle. Groaning with her body covered in scrapes and bruises and one of her wings badly injured, she came around to find herself surrounded by rocks and boulders.

"Well, looksee here!" Quickstrike cackled as he, Inferno and Terrorsaur towered over the injured pegasus. "One little beat up horse, about to get mangled!"

"Any last words?" Terrorsaur asked in a mocking tone, his two shoulder guns pointed right at Rainbow. "Too bad! You won't get to say 'em!" Before Terrorsaur could fire his guns however, the three Predacons found themselves encased in a sickly green magic bind and were thrown far away.

"No!" Chrysalis cried out despite being covered in cuts and bruises and suffering from an injured wing. "Stay out of this! She's mine!"

However, at that moment, Tigatron and Airazor emerged from behind a rock, themselves also badly damaged as a result of their fall from the skies that had also undone their combining into Tigerhawk.

"You want her…" Tigatron growled with his gun cocked.

"-You'll have to go through us!" Airazor finished as she and her lover stared down Chrysalis, determined to protect Rainbow Dash at all costs.

…

Meanwhile, having been teleported away from reaching the borders, Tirek and Sendak now found themselves in an all too familiar place.

"Welcome home, my son." Vorak replied, calmly sitting on his throne while Tirek and Sendak glared back at him.

"You," Tirek growled, storming over to his father's throne. "You dare to bring me back to face you after all these years, you pathetic excuse for a father?"

"Mind your manners, Tirek," Vorak remarked. "Any more disgracing and you'll hurt your mother's legacy. In fact, she's probably happy that she's not here to see what you have become: A disobedient, insubordinate and pathetic excuse of an offspring."

Vorak then turned his attention over to Sendak, a look of disapproval forming on his face. "And you, the one who poisoned my son's thoughts and corrupted him with forbidden knowledge," He growled, walking over to the elder centaur. "He helped you escape the work camp? Then, in that case, you shall both suffer my wrath."

Activating his magic, Vorak prepared to cast a spell on Sendak, only for Tirek to step in the way, flinging his arm at his father and pushing him back onto the ground. "Don't you go near him!" Tirek cried. "Don't you touch the one who's been more of a father to me than you will ever be!"

"You should…" Vorak hissed as he got back onto his feet. "You should never have set foot in this kingdom again."

Just then, a gold portal of light emerged in the throne room and out of the portal stepped Grogar, followed by Scarface. "Oh, but he is back in your kingdom." The goat laughed.

Snarling, Vorak fired a blast of his magic at Grogar only for it to be deflected by Grogar's bell, the bell redirecting the magic back into the ceiling and causing a hole in the roof.

"Grogar," Vorak snarled. "You should never have returned."

"But I have," Grogar protested. "And by the time I'm finished with you, you shall bow down to me!"

Charging his horn, Grogar prepared to fire a killing blow on Vorak, but he was stopped by Tirek. "Wait!" he called, a look of angry determination plastered onto his face. "With all due respect, my emperor…he's mine!"

"Very well then," Vorak remarked, drawing his sword as Scarface growled while attempting to walk over to kill Vorak, only to be held back by Grogar. "You have chosen your own fate, Tirek and when this is all over, you will wish you'd never betrayed the family I gave you! But since you dare to oppose me now, you have turned your back on me and are now my enemy!"

…

TO BE CONTINUED

…

Episode 30: "Attack on the Distant Lands, Part 4"

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

Episode 1: "Coming of the Beast Wars, Part 1"

Author's Note

Episode Summary: While Twilight and her friends come to terms with an unexpected surprise, the blasts from Starswirl's bombing of the Dark Fortress causes the Autobot Shuttle carrying the Maximals to crash land in Equestria.
Cast:
Tara Strong as Princess Twilight Sparkle/Nightscream
Ashleigh Ball as Applejack/Rainbow Dash
Andrea Libman as Fluttershy/Pinkie Pie
Tabitha St. Germain as Rarity
Cathy Wesluck as Spike
Kelly Sheridan as Starlight Glimmer
Peter New as Big Macintosh/Guard Pony
Michael Dobson as Bulk Biceps
Nicole Oliver as Dr. Fauna
Doc Harris as Grogar
Alvin Sanders as King Sombra
Kathleen Barr as Queen Chrysalis
Mark Acheson as Lord Tirek
Sunni Westbrook as Cozy Glow
Jim Cummings as Lavan
Liev Schreiber as Storm King
Emily Blunt as Fizzlepop "Tempest Shadow" Berrytwist
David Kaye as Megatron
Garry Chalk as Optimus Primal
Scott McNeil as Rattrap
Judd Nelson as Rodimus Prime
Marlene Aragon as Elita One

…

"My Little Pony, Friendship is Magic" Season 11, Episode 1
"Coming of the Beast Wars, Part 1"
Written by Jeff Snyder (TwilightSparkle3562)
Edited by SuperPinkBrony12

…

Episode 1: "Coming of the Beast Wars, Part 1"

…
"The Beast Wars are over…for now," Optimus Primal declared to all who would listen, and with the transwarp sequence in place the time had come. "Let's go home."

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

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

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

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

"And you know what the best part is?" Rattrap finished, kicking up his legs in relaxation. "We don't have to see Mega Butt's ugly mug again 'til we get back to Cybertron." The Maximals had a prisoner tied to the top of the shuttle: the leader of the Predacons, Megatron. He was being taken to Cybertron to face justice for his crimes.

At least that was what the Maximals all thought. Fate would have different plans.

…

Running as fast as they could, Sombra, Tirek and the Storm King dashed with a group of donkey soldiers towards the site where the object had crashed in front of Grogar's castle.

"Hey," The Storm King panted, trying to keep up with the king and the lord. "Slow…down! I... don't have four legs…like you!"

"Too bad! Move faster, you sluggish oaf!" Sombra roared back! "Whatever that object is…it will be Grogar's!"

Soon, all came towards a ledge where they saw smoke coming from the crash site.

"What is that?" Tirek wondered as the Storm King came up to them. "It looks like…something that lives in Equestria."

"You are correct, centaur. Your powers of observation do not deceive you," Sombra remarked, looking over at Tirek. "But we need to examine it more to confirm."

Directing four of the donkeys to follow them, Sombra and Tirek carefully approached the crashed object. Upon further inspection, however, they saw something that shocked even Tirek: It was an unconscious red dragon with gold wings that had holes in them, and with patches of brown and silver all over its body.

"It's a dragon!" Tirek gasped!

"I am aware it's a dragon, centaur!" Sombra coldly retorted. "Though it's no dragon I've ever seen before. Why would a dragon end up here on the moon? It doesn't make sense. Where did it really come from? Could this be…?"

"Hey, guys!" The Storm King called, jumping down from the ledge and catching up to them. "Did you find…whoa?!" Taking the Staff of Sarconas, the Storm King lightly tapped the dragon with it in an attempt to wake it up. But the creature didn't move. "What's a dragon doing up here?" He pondered, looking towards his comrades. "For that matter, why does it seem like he's made of metal? Is he a machine of some sort? I didn't think dragons had access to such advanced technology."

Gesturing several donkey soldiers to come forward, Sombra decided that there was only thing left to be done. "Donkeys, throw a net over this creature!" He ordered them. "Our emperor will make a decision on what to do with it."

Doing as they were told, the donkeys through a net over the metallic dragon while Sombra supervised. However, the donkeys couldn't pull the dragon back to the castle. "Storm King, use your magic to assist the donkeys in carrying the creature." Sombra ordered.

"Look, guys," The satyr protested. "Why should we even bother? He…he's probably dead anyway. Besides, I only use this baby to conjure up storms and…" The impatient tapping of Sombra's foot interrupted his response.

"O-okay okay, if you say so," He muttered and used the staff to lift the dragon up with ease. "There? Happy?" And Sombra nodded.

"Let's go." Tirek called, motioning for all of them to go back to the castle, while Grogar waited for them to return with the dragon.

…

Standing at the front doors of his castle, Grogar waited for his minions to bring the object in question to him. A few moments later, he saw Sombra, Tirek and Storm King with the metallic dragon in the net.

"It's some sort of dragon, my emperor," Sombra addressed as Grogar went over to inspect the creature. Using the powers of his bell, Grogar detected to see if there was any life in the dragon. After a few moments, he heard a faint buzzing sound deep in the dragon's chest, much to his delight. "We found him not too far from here. Though how or why he came here we don't know."

"Shall we dispose of him…my emperor?" Tirek asked. "He already doesn't look like he's in the best of shape. Why not put him out of his misery?"

"No!" Grogar replied, stepping back from the dragon. "If anything, I detect a spirit inside this great beast…even though they may not even be a beast to begin with. Take it to the dungeons for the time being! I'll decide what to do with him when he awakens. And he will awaken."

Doing as they were told, the three members of the Legion of Doom brought the dragon down to the dungeons of Grogar's castle.

"Why does he want us to bring this dragon to the dungeons?" The Storm King muttered to Tirek. "If anything…he's probably already dead. Doesn't seem likely that he could recover from such wounds."

"You saw what Grogar did," Tirek whispered back to the Satyr. "He detected life in this creature and might have a use for him. As my pathetic excuse for a father once said, there's always more than meets the eye. No doubt that's the case with this dragon."

Approaching the dungeons, the three villains and their donkey soldiers placed the metallic dragon in a large cell big enough to hold an army.

"Well?" Tirek asked Sombra.

"I suppose we see what Grogar wants to do with him." Sombra replied and then they all left the dungeons, leaving two donkey soldiers to guard the dragon.

…

Meanwhile in Equestria, Twilight and Spike raced out of the Castle of Friendship to find the source of the loud crash they'd heard out in the distance!

"Your highness, where are you going?" A voice called, and Twilight stopped and turned to see Tempest Shadow and several of Twilight's guardsponies racing out of the castle. "Let us handle this. There's no need for you to risk yourself again so soon."

"No, Tempest," Twilight protested. "I'm going with you. No arguments! Something like this demands a response from the top, and that includes me!"

"What she said," Spike added. "So follow us and be on your guard!"

Reluctantly letting them go, Tempest and the guardsponies allowed Twilight and Spike to accompany them to the crash site. Taking to the air, Twilight and Spike could see smoke billowing from out in the distance, near the site where they fought the Legion of Doom, followed by the tips of a very large flame. The intense heat from the fire caused Twilight and Spike to stop flying and land immediately.

No sooner did Twilight land than did Rainbow Dash arrive on the scene along with several pegasus ponies, pushing clouds filled with rain towards the crash site.

"Thank Celestia you got here, Rainbow!" Twilight remarked as Rainbow Dash landed in front of her.

"Yeah, we heard the crash from all the way in Cloudsdale," Rainbow Dash commented while eyeing the smolder wreckage. "Looks pretty bad. Should we check for survivors?"

Gesturing their forces to follow them, Twilight and Spike followed Rainbow Dash to the crash site. Already several citizens of Ponyville were gathering on the scene to try and help out in any way possible.

"Step back, all of you!" Twilight commanded. "Your concern is appreciated, but we'll handle things from here."

Standing back, the group watched as Twilight carefully lit her horn to clear away any remaining smoke. What all saw before their eyes was a large, gold spacecraft of some sort with wings. Going around to the front of the vessel, Twilight saw what appeared to be a group of animals inside the shuttle.

"Captain Tempest, have somepony bring an ax over here!" She ordered. "There are occupants trapped inside, we must get them out!"

"Yes, your highness!" Tempest replied, and a guardspony promptly brought an ax up to the shuttle. Using the ax's blade, the guardspony began to break through the windshield and Twilight peaked inside to see the group of animal occupants, all unconscious.

"Do you think they might be…?" Spike asked, looking over at Twilight who immediately shushed him when she heard what appeared to be light moaning from one of the occupants…a gorilla.

"Where's Fluttershy?!" Twilight cried out! "There are animals in here, and I think they're dying! They need medical attention, stat!"

But Fluttershy was nowhere to be found amongst the small crowd.

"I'll go and get her!" Rainbow declared! Acting fast, she zoomed her way over to Fluttershy's cottage at the edge of Ponyville.

"Big Mac," Twilight called out, gesturing the stallion to come forward. "Can you help me try and get some of these animals out? It'll be easier to treat them out here."

"Eeeyup. Hang on, princess!" Big Macintosh cried. Using his strength, he attempted to pull open the roof of the strange vessel. But it refused to budge. "I need some more ponies helpin' out! COME ON!" Heeding the stallion's call, several other ponies attempted to try and force the roof open. But even with a large group present, the heavily damaged craft's roof proved too difficult to budge.

At that moment, Rainbow Dash returned with Fluttershy to help with the rescue. "Any luck?" Rainbow asked Twilight.

"It's too crumpled up," Twilight sighed, desperation deep in her voice. Then she got an idea! "Hang on, I'm going to try and use a spell to break through this metal! Stand clear, everypony! I don't know what will happen!"

Using her magic, she cast a spell to try to get the roof open. After a few moments, she succeeded.

"Why are there animals inside?!" Fluttershy wondered with a look of horror on her face.

"We're going to need to have everypony pull them out one creature at a time!" Twilight commanded. "Let's get the gorilla out first, it'll require the most effort!"

Acting together, the ponies worked on getting the gorilla out first, followed by a large gray rat with a long pink tail which was easy to move. Then they proceeded to pull out a cheetah and a large black widow spider with eight orange legs.

Finally, they managed to pull out another creature…a rather strange looking creature to Twilight. "What is that?" She thought. "Fluttershy, do you know what that creature is?"

"I don't, Twilight," Fluttershy replied as she bent down to check the creature's pulse. "But it does have a pulse…so it must be alive, barely."

Suddenly, all began to smell a strange odor. Upon investigating, a horrible substance was found leaking from the shuttle.
"Twilight, there's gas leaking!" Spike cried! "We've got to get out of here before this thing blows sky high!"

"Wait!" Tempest cried out, looking down into the vehicle and discovering what appeared to be an unconscious rhinoceros stuck down at the bottom of the cockpit. "There's a rhino in here too! We've got to get him out!"

"Big Mac, come here! You help us as well, Bulk Biceps!" Twilight shouted, calling the two strong ponies over. Then she watched as they carefully removed the rhinoceros out of the destroyed vehicle.

"We got them!" Bulk Biceps grunted, carefully lowering the rhino onto the ground as several more guardsponies used a foaming spell to extinguish more fires emerging.

"Now what, Twilight?" Rainbow asked, walking over to her and Spike as she looked down at the injured animals.
"Take them back to the castle," Twilight ordered. "And have Dr. Fauna come right away!"

"Yes, your highness. I'll get right on it!" A guardspony replied and flew towards Ponyville to retrieve the town's only licensed veterinarian.

Looking down at the six animals they had rescued, Twilight only had one question for herself. "Who are these strange animals? And where did they come from? It couldn't be Equestria."

…
…
…

Back on the moon, it had been a full two hours since the metallic red dragon was found and there were more questions than answers amongst the Legion of Doom.

"Look at the size of that thing!" Cozy Glow gasped as she put her eyes on the dragon for the first time. "Golly!"

"This was the object that crashed here?" Lavan remarked. "Why does it look like a metallic dragon? Give me an answer to that!"

"Could it be related to that pesky dragon of Twilight's? The one whose wings I threatened to pluck?" Chrysalis asked.
"It might," Sombra commented. "If it's even from Equestria to begin with."

"Silence, all of you!" Grogar snapped, looking sharply at his legion. "I detect that this creature is much more than a dragon, and I intend to find out what he really is. All we need to do is wake him."

This suggestion caused several of the legion to back away in shock.

"You sure about that, my lord?" Tirek reluctantly asked, but Grogar said nothing. Instead, he activated his powers inside his bewitching bell that swayed back and forth as he attempted to wake the beast before them. The rest of the legion watched nervously as Grogar's bell began to ring louder and louder.

Finally, after a few moments the dragon's eyes began to open with yellow irises locked onto the legion. Growling lightly, he studied them carefully while several donkey soldiers pointed their spears at the dragon.

"Welcome," Grogar announced to the dragon. "I am Emperor Grogar of Equestria, and this is my palace."

"Gro…gar?" The dragon asked, much to the shock of the legion!

"It...it talks?!" Cozy Glow shrieked! She tried to run away but to no avail, Tirek grabbed her legs to prevent her from fleeing.
Once again, the dragon looked around and tried once more to rise back onto his feet, but was unable to do so. "Is this…Cyber…tron?"

"What?" The Storm King asked, pointing his staff at the dragon's head. "What is this Cyber…tron you speak of, and how come I've never heard of it?! Explain yourself!"

Slightly irritated, Grogar pulled the Storm King back and gave his full attention to the dragon. "I'll ask the questions, Storm King. So guard your tongue," Grogar declared to his legion and then turned to the dragon. "I detect that you are not a creature of Equestria…but of a different world. Who are you?"

Groaning, the dragon slowly got to his feet and roared loudly while also breathing out fire at the ceiling. The dragon's roars caused several in the legion to cower in fear! "I…am…Megatron," The dragon declared while looking intently at Grogar. "Leader of the Predacons, descendant of the Decepticons!"

"Descendant?" Cozy Glow nervously blinked.

Snickering, Megatron let out another loud roar!

"Megatron, Terrorize!" With the legion watching in shock and amazement, Megatron transformed from a dragon into a robot on two legs, with his dragon head on his left arm!

"Incredible!" Sombra gasped while Grogar looked up at Megatron in eager excitement!

…

Back at the Castle of Friendship, the six animals recovered from the shuttle were brought in for examination by Dr. Fauna, who had set up a make-shift hospital in the castle's lower level.

"So they were just found in a what?" Starlight Glimmer asked.

"Some kind of strange flying object," Twilight commented as she watched Dr. Fauna and Fluttershy examine each animal. "But I don't understand. Who are these animals and why are they here?"

"Maybe they escaped from a zoo or something!" Pinkie Pie spoke up. "Or maybe even from Fluttershy's animal sanctuary! You never know."

"And where…pray tell…" Rarity remarked while looking at the pink party pony. "Did we ever see a strange flying object at Fluttershy's animal sanctuary? Let alone see creatures that looked so… metallic?"

"Somethin' tells me that they might be more of those rogue changelings that forced us to free Chrysalis," Applejack suggested, looking intently at Twilight. "Perhaps you might need to use some kind of a spell to get 'em to turn back into changelings, Twilight."

Rather than answer her co-princess' question, Twilight slowly walked up to the six tables that the animals were lying on. To Twilight, there was something about these animals that left her with more questions than answers.

"Well, I'm flummoxed," Dr. Fauna, looking over at Twilight. "Are you sure these animals are from some kind of flying craft and not from a zoo? I can't seem to find anything wrong with them aside from being knocked unconscious. Though their bodies feel strangely metallic to the touch."

"No," Twilight answered as she walked up to the gorilla. "I have a hunch that these animals may not be what we think they are." She looked down at the gorilla's face and lightly activated her horn, trying to cast a detection spell to see if the gorilla was only a disguise.

"What are you doing, Twilight?" Fluttershy asked, but Twilight wasn't distracted from her task at hoof. For the next few moments, Twilight kept her eyes locked on the gorilla, trying to find out who he really was. Suddenly, she began to get a strong vibration out of the gorilla soul! Sharply gasping, Twilight also began getting detections from the other animals!

First from the rat, then the cheetah, then the rhino, then the spider and finally the wolf/eagle hybrid.

"Twilight, what is it?!" Starlight cried as she came rushing over! "What's the matter?!"

Feeling a sharp pain in her ears, Twilight suddenly stepped back, causing some of her nearby friends to rush to her side!

"It's…it's the animals," The young alicorn gasped, walking back up to the gorilla. "They…they aren't who we think they are. They are…much more." Suddenly, as quickly as the ringing began in her ears, the ringing stopped. Twilight could sense life from underneath the animal forms and she was more than determined to find out who they were.

"Since when did you start developing 'Pinkie Sense'?" Pinkie Pie wondered.

"I…I don't know, Pinkie, I don't even know if it's 'Pinkie Sense'" Twilight nervously replied. "But it's like the true soul inside the gorilla's body was talking to me. Trying to reach out to me."

"And what did the gorilla tell you?" Starlight asked. "I also have a detecting spell that I can use to see if any of the other animals are trying to communicate."

Activating her horn, Starlight attempted to discover similar findings from the other animals. She detected another vibe from the rhinoceros. Walking over to the rhino, she hovered over the creature until she finally heard a voice that only she could hear!

"What did you hear, Starlight?" Rainbow Dash asked as Starlight turned to the group. "What does it say?"

"He says…" Starlight replied. "That they all come in peace and that they call themselves…Maximals."

All Twilight and her friends could do was stare in disbelief over what was happening. As far as they were concerned, they were dealing with a possible new race that they had never heard of before.

…
…

Racing to the castle's library, Twilight attempted to find a book that would explain more of the supposed creatures residing in the basement of her castle. "There's nothing in here!" She cried, throwing another book on magical creatures onto a pile of books that she had already used. "Nothing about these so-called…maximals."

"Well, nopony or creature has ever heard of Maximals," Spike replied as he flew against a section of books. "They might be a new race or something."

"Yeah, we've sure had an influx of new creatures lately," Pinkie remarked. "Changelings, Yaks, Dragons, Griffons, Hippogriffs, you name it."

"Look, Twilight," Starlight sighed as she walked over to her former mentor. "You've already had a long day as it is, and you're about to have a long night. Why don't you get some sleep while it's still dark out?"

Sighing, Twilight accepted Starlight's suggestion and stopped her research. "It's just as well," She yawned. "Maybe after a nap, I can start to build a bigger picture. Wake me and let me know if there are any more noises from the animals."

Yawning loudly, she left the library, leaving her friends alone with the mountain of books she had left behind.

…

Back on the moon, Grogar and the Legion of Doom stood before the caged Megatron. While some of the legion cowered before the leader of the "Predacons", Grogar was deeply interested in getting to know him more. "Leader of the Preadcons, you say?" The old goat remarked. "So are you a powerful race?"

"We were…yes," Megatron answered. "Sadly, I am the last Predacon standing in the Beast Wars."

"The Beast Wars?" Tirek asked. "What are... the Beast Wars?"

"Our war with the Maximals," Megatron explained. "A war they haven't won yet…and they never will, nooo…"

Just then, Grogar began to get himself an idea on how to help this potential new ally of his. "You say that your kind has been destroyed, Megatron," He remarked, placing his front right hoof on the bars of his cell. "But, I have a way to bring them back to life…all of them."

Megatron smiled in eagerness with Grogar's suggestion. "How?" He asked the goat. "How can you bring back my lost Predacon forces?"

Stepping back from the cage, Grogar motioned for the two donkey soldiers guarding Megatron to free him. Stepping out of the cage, Megatron looked out amongst the Legion as Grogar led him away.

"Follow me to my throne room," Grogar laughed, looking back at Megatron. "And I will show you."

Once Megatron and Grogar were gone, the rest of the Legion reflected on the experience.

"He seems to be a source of evil on our levels," Lavan remarked. "Still, we should keep an eye on him."

"Why would you even suggest that, hothead?" Chrysali wondereds, looking back at the fire demon. "Because he breathes fire like a normal dragon? Personally, I would entice him to join our ranks. Nothing will satisfy our goals more than to have someone as powerful as Megatron on our side. I could care less about his army. If they weren't powerful enough to survive with him, they're not worth our time."

Flying away, Chrysalis continued to picture Megatron within their ranks. To her, Megatron was possibly the ally that she was looking for to help her get back what was rightfully hers.

"She must…really like him, Tirek," Cozy Glow commented. "Maybe a little too much."

"Perhaps," Tirek replied, trying to sound quiet and out of Sombra's hearing. "But, she is mine and mine alone! If that shapeshifter ever makes advances on my love…whatever power he claims to have won't be able to save him from my wrath!"

…

Approaching Grogar's throne room, Chrysalis transformed into a donkey soldier and stood at attention while she listened to the two warlords of evil converse.

"You do have a nice throne room, Grogar. Almost as good as mine." Megatron impressively remarked, looking around the throne room and taking in his new surroundings.

"It isn't as nice as my previous home," Grogar said, turning around to look back at Megatron. "When I ruled my rightful kingdom in Equestria, the castle I had was much nicer than this abandoned one. But with enough time, I will launch my attack on that accursed Twilight Sparkle and her friends and take back what is rightfully mine!"

"Indeed," Megatron chuckled, admiring Grogar's determination. "If you don't mind my asking, how long have you been here on the moon?"

"Over a thousand years," Grogar answered in a bitter tone. "King Cosmo and Queen Galaxia stripped me of my powers and banished me here! So I figured that if I couldn't have my kingdom, then neither would they! I kidnapped them and for over a thousand years I held them prisoner. All was going well until some pesky do gooders dared to get in my way!"

"Let me guess," Megatron guessed, catching on what was in Grogar's mind. "The prisoners escaped?"

Rather than answering, Grogar proceeded over towards his crystal ball and focused on helping Megatron recover his lost Predacons. However, while he was trying to help Megatron search for what he was looking for, Grogar suddenly was looking at the six animals being treated at Twilight's castle.

"What is it?" Megatron asked, walking over to Grogar. "WHAT?! The Maximals?! So, they managed to survive the fall after all? BLAST! Those Maximals are a stubborn bunch!"

"What are you talking about?" Grogar inquired to Megatron.

"The Maximals were taking me back to Cybertron as a prisoner of war," Megatron answered, slamming his fist on Grogar's desk. "But then, a random explosion hit the Autobot shuttle and caused it to fall back to Earth, yesss…"

…

Meanwhile, on a planet not far from "Earth", a small group of robots were awaiting the long awaited return of Optimus Primal and the remaining Maximals. Among those waiting were a yellow and red colored robot.

"Rodimus," A young blue and brown colored robot called, catching the yellow and red robot's attention. "We…we just lost contact with Optimus and the other Maximals!"

"Are you sure about that, Nightscream?!" Rodimus asked, a look of distress on his face. "Have you tried contacting them again?"

"There's nothing we can do to get them to respond," The young robot replied. " Megatron must have done something to the shuttle before they could get here!"

But Rodimus refused to believe the truth. "Was their transponder still on, Nightscream?"

"Yeah, but it showed the shuttle spinning wildly down back to Earth," Nightscream reported. "There's no doubt that they'll just go back to where they've been, and that's if they survive the crash."

Looking over towards a brown colored female robot with a distressed look on her face, Rodimus felt that something needed to be done. "Send a message to Ratchet and a few other willing volunteers," He ordered to Nightscream in a commanding voice. "I want to find out what happened to my brother and the rest of our comrades, understand?!"

"Okay, okay! Don't go bananas on me, Rodimus!" Backing away in shock, Nightscream did as he was told.

Meanwhile, Rodimus walked back over towards the brown colored female robot. "Is it true, Rodimus?" She asked him. "Is Optimus really…?"

"We can't be sure if he and the others are still online, Elita," Rodimus glumly told her. "But I've asked for Nightscream to get Ratchet and a few others, and we'll go out and look for them. We must have hope!"

Rodimus was just about to leave the platform, but Elita stopped him by grabbing his arm. "Wait!" She pleaded. "I'm going with you."

"It will be a dangerous journey, Elita," Rodimus cautioned, pulling his arm out of Elita's grasp. "Besides, we won't be long."

"Optimus is my husband, Rodimus! He needs me just like you need him as a brother!" Elita protested.

Not wanting to argue with his sister-in-law, Rodimus had very little choice in the matter. "All right," He sighed. "You can come. But I won't be responsible if anything were to happen to you, Elita."

With the decision standing, Elita followed Rodimus off the platform to prepare herself for the journey ahead.

…

Back in Equestria, Twilight was trying to catch on her sleep when she suddenly felt another summons in her horn.

"What's... happening?!" She cried, suddenly waking up with a start! "Why is my horn…" Feeling the force of the magic pull at her, Twilight got out of bed and proceeded to make her way down to the basement of her castle!

"Twilight, what's happening?!" Spike shouted in distress! "What's with your…?"

"-I don't know, it just started acting up!" Twilight interrupted! She began walking down the stairs to the basement just as Starlight was approaching as well. "You feeling the same thing, Starlight?"

"Yeah," Starlight added, looking back at Twilight. "It must be the animals being treated."

Soon they both found themselves back in the makeshift hospital. The energies pulled both Starlight and Twilight towards one of the animals.

"It's coming from the gorilla." Starlight whispered.

And at that very moment, both mares watched in shock as the gorilla opened his eyes, looking right at them causing Twilight and Starlight to gasp loudly. The two mares, for the first time, were about to come face to face with Optimus Primal and the rest of the Maximals.

…
…

Episode 11: "The Great Manehattan Clothing Wars"

Author's Note

Episode Summary: Suri Polomare opens her new boutique in Manehattan in an attempt to build her own franchise like Rarity. However, Rarity isn't going down without a fight.
Cast:
Tabitha St. Germain as Rarity/Suri Polomare
Andrea Libman as Fluttershy
Cathy Wesluck as Shop Pony #2
Kelly Sheridan as Sassy Saddles/Shop Pony #1
Madeline Peters as Orange Sherbet
Caitlyn Bairstow as Blue Bobbin
Venus Terzo as Assistant Pony
…
"My Little Pony: Friendship is Magic" Season 11, Episode 11
"The Great Manehattan Clothing Wars"
By Jeff Snyder (TwilightSparkle3562)
Edited By SuperPinkBrony12
…

Episode 11: "The Great Manehattan Clothing Wars"

…
As the owner of a franchise, Rarity had achieved the dream she'd long desired to have: That of a fashion empire. As a princess and a businesspony, she always did everything that was within her power to maintain those dreams as she continued to eye the possibility of expansion. However, her reputation and her integrity was to be challenged in more ways than one thanks to the return of an unexpected rival in Manehattan.

It all started one morning when Fluttershy was paying a visit to Rarity's Manehattan boutique to help oversee the operations, as well as check in with the boutique's newest manager.

"Well, my dear Blue Bobbin," Rarity commented as Blue Bobbin stood behind the cash register. "I must say your ability to run my Manehattan store is satisfactory. Coco made the right decision to bring you onboard."

"Thanks, Rarity," Blue Bobbin replied with a bow. "You have no idea how much this means to me."

"Well, there's nopony with a deeper fascination for fashion than you." Fluttershy remarked as she entered the boutique.
Blue Bobbin blushed.

"So, now that you've completed your first week as the new manager of Rarity for You," Rarity declared, pulling out a clipboard with her aura. "Let's discuss some of the benefits you shall receive. A ten percent increase in pay for the first year as manager. After that, if you continue to enforce the Rules of Rarity that I created, we shall move your pay up to twenty percent."

"It really doesn't matter if I get more pay, Rarity," Blue Bobbin smiled. "I mean…I'm sure that you want me to be a fantastic manager, but don't forget about the other associates here. I couldn't get a thing done without them."

Looking out, Rarity saw some of her salesponies waiting on various customers as well as making sure her creations looked presentable to the paying customer.

"Um…Blue Bobbin, sweetie," The fashionista chuckled. "I get that you're being mindful of your teammates, but some of them may not have me as their personal career choices."

"Unlike somecreatures," Fluttershy added, taking note of Smoky and Smoky, Jr, two of the three raccoons that worked as attendants, serving food and drink to the customers. "I mean…you have these three hard workers helping you out."

The three raccoons chittered at what their friend said.

As they were talking however, a random female earth pony quietly snuck up behind Fluttershy and took notice of her tail. Without making her presence known, she took a pair of scissors with her teeth and cut off a small lock of Fluttershy's tail, before attempting to sneak her way out of the boutique. Unfortunately, she tripped over a stand base causing her cover to be nearly blown with a yelp!

"Oh, are you all right, miss?" Rarity asked while turning to the mare.

"O-oh yes, yes! Sorry, excuse me!" The mare stammered before making her way out the door. As she left, Rarity took notice that she had several strands of pink mane in her mouth.

Right away, Rarity began to grow suspicious. Something was amiss.

"Um, Rarity?" Blue Bobbin asked, tapping on the counter and catching Rarity's attention away from the door. "Don't you have anything else to mention about benefits?"

"Oh, yes! Do forgive me, Blue Bobbin," Rarity nervously chuckled while getting back to the task at hoof. "Of course."

But she still had her suspicions that she kept in the back of her mind. Something was not right with that mare.

…
…

Leaving Rarity for You, the earth pony retreated to a shop located across the street. Stepping inside, she discovered a light purple coated earth pony mare with a purple mane tied back with a yellow hair band and a blue kerchief around her neck standing at the entrance.

"Did you get what I asked for?" She asked and the orange coated earth pony nodded that she did. "Good. I hope this cloning spell works as they say it does."

"I had to keep stealthy, Suri," The orange coated mare answered. "In fact, I almost blew my…"

"Of course you did!" Suri interrupted. Taking the lock of Fluttershy's hair from her assistant, Suri took them into the backroom of her store where a black cauldron was placed in the center of the room. "Finally, Rarity will see that I'm not to be taken lightly. I will make my own associates and bring her down!"

Suri dropped the hairs into the cauldron and stepped back, preparing to cast a spell only for her assistant to interrupt her.
"Um, Suri," The mare interrupted. "Don't you think that…?"

"Hey, I don't pay for you to interrupt me, Orange Sherbet!" Suri snapped, turning around and looking her associate in the face. "Now be quiet and meet your new colleagues!"

Saying nothing, Orange Sherbet watched as Suri recited a spell, causing a sickly green light to rise out of the cauldron.
With a sinister smile on her face, Suri watched as a pair of hooves emerged from the cauldron. "Yes, yes!" She cackled with delight as a pony in Fluttershy's likeliness came out of the cauldron, dressed in a green jacket and dress pants. The Fluttershy copy raised an eyebrow and looked at Suri with a snooty expression on her face. "It works!"

"What works?" The Fluttershy clone asked in a snooty tone of voice.

"You!" Suri laughed. "My new associate! I have brought you to life, and now you will work for me!"

"Uh huh, like that'll ever happen!" Another pony in Fluttershy likeliness spoke up. This one was dressed in a purple jacket and pink shorts while wearing a large purple hat on her head. "I mean…like… really, this place is drab!"

Then, another Fluttershy copy came out of the cauldron wearing nothing but black and had black mascara on her eyelids.

"This is the sheer drabness that engulfs my soul. I can't believe I was brought back."

"Well too bad, now listen up! You three are the ones who shall bring my business to be on par with Rarity's," Suri declared. "Snooty, Hipster and Goth, I am Suri Polomare, your boss and mistress."

The Snooty Fluttershy approached Suri and flicked her hoof on her kerchief.

"And how just are either of those things with that ridiculous drab?" She remarked. "I have seen far better couture."

"Yeah, just where did you come from?" The hipster Fluttershy remarked. "You look like somepony out of a fillies doll collection, am I right?"

Not wanting to be insulted by her creations, Suri turned to her associate.

"Perhaps you'd better leave us, Orange Sherbet," she suggested and the orange mare complied, leaving her boss and her creations alone. "You there are all here for one purpose and one purpose alone, to crush my rival…Rarity! You will obey me, or I will terminate you in employment and existence!"

"Who is this Rarity you speak of?" Snooty asked. "Is she a rogue?"

"She's more than a rogue," Suri bitterly answered, walking over to a dress form with one of her creations that she had stolen from Rarity. "She's a thorn in my flank with her taste of fame and fortune. I tried to steal her idea and that did little for me in the end, she even had the nerve to steal my assistant away from me. And now with her newfound status as a Princess as well as a competitor, the thorn is even bigger! It's high time I remove it!"

"Um, what's that to do with us? I don't really care much for thorns." Goth asked in a long drawl.

"Now that Rarity is a princess," Suri grumbled while sharply moving towards her created associates. "Everypony is applying to work for her business and not even considering me! She's going to drive me out of business and reduce me to having to live on the streets if I don't stop her. But I'm going to show her that two can play at this fashion game! Manehattan was mine long before she ever showed up, she should've stuck to Ponyville where she belonged! But since I can't find anypony to work for me, I've had to create ponies to work for me! That's where you three come in."

The three Fluttershy copies each looked at each other confusingly.

"You are to run my store and deal with all my annoying customers!" Suri demanded, leading herself and her associates out of the back room and into her office where she stood behind a desk. "But while Rarity has respect and standards that her associates have to abide by, you three shall use your personalities to drive up my sales by any means possible! Each of you shall deal with a particular kind of customer that matches with your personality."

Taking a drawn up plan, Suri placed the plan down for her Fluttershy copies to see for themselves. "Snooty, you shall deal with rich, stuck up ponies willing to place all of their bits into the most expensive product," She explained. "Hipster, you shall deal with ponies that defy order and are willing to be 'woke' as it were."

The hipster Fluttershy could only smile in delight. "Like…woke ponies is really my thing."

"And you, Goth shall reach out to the ponies who are helpless and pathetic," Suri continued. "My collection has products that will make them put a smile on their oh so pathetic faces."

"I shall be the one to rescue them from their pathetic souls." Goth declared.

"Good," Suri snickered. "Together, we shall bring Rarity to her knees and become the queens of Equestria's fashion world!"

…

Meanwhile, Rarity was at her Canterlot boutique still thinking about what had happened in Manehattan.

"I just know that Suri Polomare is out to get me, Sassy," She sighed as she worked on getting a design set up for presentation in one of her store windows. "I just know it."

"Buttons and bobbins, Rarity, you're overreacting," The Trottingham-accented mare suggested. "I mean, Suri Polomare is nothing more than a pretender. She'll never get to the level you're at."

"What makes you say that, Sassy?" Rarity remarked, taking her attention off of the dress form. "Suri Polomare is a pony who is like a leech, a cockroach who feeds off of others to grow her own ego. That mare has no originality whatsoever. I saw it for myself first hoof with the way she treated Coco. I mean, you worked for some of the best. Did they ever copy off of one another the way Sassy did, ripping off someone's entire line?"

Sassy couldn't help but feel slightly uncomfortable with her boss' question. Still, she found the courage to answer.

"To be honest, no. They all followed their own concepts," She nervously chuckled. "Maybe there were a few copycats…but they all quickly went out of business. Plagiarism is a major fashion no no."

"Even so, we have to make sure that whatever Suri's plans are, they're thwarted before anything gets out of hoof, Sassy!"

Rarity declared. "If she wants a war, then it's a war that Suri Polomare will have! I just know she was behind that unexpected visitor at Rarity for You. Now, do we still have any originals in the back?"

"Well, there are some of the dresses you created in honor of Celestia and Luna," Sassy answered. "However, now that they're retired and you are a princess yourself…"

"It doesn't matter, Sassy!" Rarity interrupted, running into the backroom and bringing out several of the dresses made in the previous princesses' honor. "We can sell these at a discount. I'm sure that every mare in Canterlot will want something at least as nice as this. Retro is always popular, it never fully goes out of style."

Shrugging her shoulders, Sassy begrudgingly agreed with her boss.

"Sassy, go in the back and see if there are any other unused products from a ways back we can sell, post haste!" Rarity ordered. "Perhaps with a bit of touching up if necessary.'

"Um, of course…Rarity, right away!" Sassy said, quickly racing into the back to collect any designs that looked like they could be sold at a discount.

…
…

Back at Rarity for You, Blue Bobbin went about her business of opening Rarity's Manehattan branch for another day of operation. However, she couldn't help but notice Suri's store across the street as she watched Snooty Fluttershy wiping down one of the windows.

"Blue Bobbin," An associate asked. "You've been looking out that window a lot lately. What's going on? Something on your mind?"

Blue Bobbin turned her attention to said associate.

"No, nothing! Nothing at all!" She chuckled quite nervously. "Just... make sure those displays look presentable, I'll be back shortly."

"If you say so." The associate replied as she shrugged her shoulders.

"Now, if anypony needs me," Blue Bobbin called to the other associates while walking out towards her competition. "I have… er… personal business to attend to. The rest of you just hold down the fort here."

Stepping outside, Blue Bobbin walked over to Snooty Fluttershy.

"Very presentable!" Snooty declared. "Suri shall love what I have done."

"Excuse me?" Blue Bobbin called, causing Snooty to take her eyes off of her work.

"Hmph, don't you know it's rude to sneak up behind ponies?" Snooty flounced, turning around to face Blue Bobbin.

"Um, sorry," Blue Bobbin tried to chuckle. "I'm Blue Bobbin, the new head manager of Rarity for You."

"Oh, that drab place," Snooty remarked. "I never liked it anyway. The owner is stuck up and welcomes rodents into her establishment. Rodents!"

"I'm sure Rarity isn't as stuck up as you claim," Blue Bobbin protested. "At least to me. And those 'rodents' are highly trained and highly sanitized racoons, which you would know if you ever visited. Look, I just wanted to welcome you to Manehattan and say that…"

"That you plan to be better than us?" Snooty interrupted, going back to her work. "Ha! I highly doubt that. None will be better than Suri Polomare, you can bet on that!"

Taking slightly aback by Snooty's behavior, Blue Bobbin made her way inside and saw all of the cheap knock off copies of her boss' designs being prepped by Hipster and Goth.

"Something about this seems off," Blue Bobbin whispered to herself as she studied the designs closely. "All these designs look like Rarity's, but with a Suri twist." She then eyed a stained glass like dress that looked like a sloppily made knock off of its predecessor. Seeing the dress made one thing clear to her, "Suri" was a pony who didn't care about putting any effort into her work. She would rather rip off someone else's work without even a regard for what made the design work.

"That dress is one of my most recent creations," Blue Bobbin heard a voice say behind her, revealing it to be Suri as she walked onto the floor with Orange Sherbet in tow. "Inspired by the Princess Dress created by my competition, Princess Rarity."

"Uh huh, best in the biz, right?" Hipster added, turning her attention away from her task only for Suri to clear her throat and get her back to work. "Right, MYOB."

"S-Suri," Blue Bobbin stammered with a puzzled look on her face. "I'm surprised to see you in business again, not that I have a problem with competition. Er anyway, this is a nice dress that you've made. But uh... don't you think that maybe…?"
Suri rolled her eyes.

"Maybe what? If you've got something to say to me, spit it out."

"I'm just saying that this dress looks an awful lot like my boss' dress and…" Blue Bobbin began.

"-Stop!" Suri cried, holding her hoof in front of Blue Bobbin. "Let me guess, you work for Rarity, don't you?"

Blue Robbin reluctantly confessed.

"Yes, I'm the new manager for her Manehattan boutique, recently promoted too."

"She brings in brightness to counter the drabness," Goth said as she walked by in her duties. "Watch out."

"Well, let me assure you that being a new manager means taking on a whole lot of responsibility, sweetheart," Suri explained, throwing a hoof around Blue Bobbin's shoulder. "There's a lot to learn in such a short period of time. You've got to stand out from your competition and drive that home to the associates under your command, am I right?"

However, Blue Bobbin was not buying what Suri was explaining to her. She looked around at all the clothes on display and felt as if things could be better.

"I mean, it's not like that they are following the same formula, am I right?" Suri added. "Admit it, you're shocked!"

"I'm…not shocked," Blue Bobbin stammered, plucking up courage for what she planned to say next. "It's just that…well, have you ever thought about being an original designer? You wouldn't need to steal other ponies' works, you could be successful because of your own merits."

A sour look fell onto Suri's face upon hearing those words.

"What did you say?" She bitterly remarked. "You want me to abandon what works?"

"I mean, have you ever thought about being original in your work?" Blue Bobbin suggested. "Using your own creations that come from your own heart? It's not a recipe for failure if you know what you're doing."

"Sweetheart, that's the kind of talk Rarity programmed into you. Being original only makes things worse for you instead of better," Suri sighed, showing Blue Bobbin the door. "And if you and your 'boss' are going to clash with me on that, then perhaps you'd better mosey on back to the dark side where you belong."

Suri then pushed Blue Bobbin out of the store and slammed the door, smirking smugly to her assistant, who couldn't believe what her boss had just done.

"What?" Suri remarked. "Don't tell me you believe her phony baloney ideas about being original."

"She does bring up a good…" Orange Sherbet began to suggest.

"Shut up, Orange!" Suri bellowed. "As long as you work for me you do things my way, is that clear?!"

Orange reluctantly and nervously nodded. at her boss' demand.

"Good," Suri added, before turning to her three cloned associates. "Now we open in a few minutes, everypony. Make sure everything is all set for our presentation."

Meanwhile, heading back to Rarity for You, Blue Bobbin struggled to come up with how to respond to Suri's arrogance and desire to copy her competition.

"Blue Bobbin, how did things go at Suri's?" The associate from earlier asked as Blue Bobbin walked behind the counter.

"Oh, fine, fine," Blue replied, trying to hide her displeasure and disbelief. "Great operation…just not an original clothing design."

Looking up at the clock, the time to open was upon them and she gestured to her associates to get ready for store opening as the first few customers walked in.

...
…

Back in Canterlot, Rarity and Sassy were assisting customers in seeking out desired outfits, most of them old designs from Rarity's past.

"And you say this was inspired from Princess Twilight's first gala dress?" A asked customer as she stood in the mirror, looking at herself wearing the inspired gala frock. "It definitely makes me feel like her."

"Well, I'm certainly glad to hear something like that, darling," Rarity answered with a smile. "Shall we consider that a purchase, then?"

The customer smiled back and Rarity set out getting the dress ready for purchase as another customer came out with a dress inspired by Applejack's second gala dress, while yet another customer came out with a dress inspired by Rarity's bridesmaid dresses from Cadence's wedding.

"Thank you for shopping at Canterlot Boutique," Rarity said to each customer as they left. "Come back soon!"

"I must say that these sales are going by fast," Another customer remarked as she approached the cash register. "At least you are treating them with respect and creativity…unlike that brash Suri Polomare in Manehattan."

Keeping her emotions in check, Rarity focused on her customers.

Later that same day, Rarity sat in the back room, counting up how much bits had been made.

"All right, Sassy," She spoke up. "We've made over five hundred bits in the span of six hours. Not bad so far. But we need to keep improving."

"Um, beg your pardon, Rarity," Sassy said as she noticed the shift in Rarity's tone. "But, do you have something else on your mind?"

"Only that a customer dared to mention Suri's name in one of my stores, and that she's apparently still trying to compete with me" Rarity remarked. "I mean…honestly. Why would somepony like one of my customers…?"

"Perhaps she was just making a harmless comparison," Sassy suggested. "Suri will never be better than you, Rarity. No matter how hard she tries. Perhaps with her store being in front of Rarity for You, she was only trying to increase competition to ensure she stays in business."

Rarity snorted. "Well, no matter. I'll be paying a visit to my Manehattan boutique and see to it myself that she doesn't gain the upper hoof on me! I won't allow it!"

…

Sure enough the next day, Rarity arrived in Manehattan and came to her shop to find competing against Suri's establishment. Seeing the cheap knock off copies of her designs gave her a sick feeling in her stomach.

"Hey Rarity, what's up?" Blue Bobbin called.

"Oh, just paying a business visit, Blue Bobbin," Rarity answered. "How have we been doing with the profits?"

"Sales have been up," Blue Bobbin replied as Smokey Jr. poured her and Rarity some tea. "Thanks, Smokey Jr. But, um…there's something I have to tell you, Rarity."

Immediately, Rarity's right eyebrow raised up at what Blue Bobbin had just said.

"Really, Blue Bobbin? What is it, sweetie?"

"Now don't get me wrong!" Blue Robbin flustered. "Just hear me out on this. I stopped by Suri's business two days ago out of curiosity and…"

"-Hold it, hold it, hold it!" Rarity interrupted. "You walked into Suri's store?! Why, Blue Bobbin?! Why would you do such a thing?!"

"Just to be neighborly, that's all! No harm, no foul!" Blue Bobbin confessed. "I'm only saying that Suri has room for improvement. She's not very original."

Rarity didn't buy it.

"Let me be perfectly blunt on something, Blue Bobbin," She explained. "Suri Polomare is a pony who had no room in her mind for any improvement, not even before she left Ponyville to make her own mark in the fashion world. The last thing I would ever want is for her to come in here and entice you to work for her. Would you do that to me?"

"No, I would never work for her!" cried Blue Bobbin. "I'm only saying that…"

"She tried to brainwash you?" Rarity cried out in an angry voice, slamming her hoof on the counter and causing the teacup she was drinking out of to fall on the floor and crash! "Well, we will just see about that! COME WITH ME! Sassy's not gonna get away with stealing my designs again!"

And with that, Blue Bobbin reluctantly followed Rarity out of the shop to pay Suri Polomare a visit, while Smokey Jr. was left to clean up the mess Rarity had made with her tea.

…

Storming towards her rival's store, Rarity was determined to get back at Suri for trying to supposedly "brainwash" Blue Bobbin.

"SURI POLOMARE!" She screamed at the top of her lungs, scaring everypony inside. "I KNOW YOU'RE HERE!"

"Hey, could you like chill for a second?" Hipster asked while reading a magazine from behind the counter, much to Rarity's irritation. "There are other customers in here, you know."

A few moments later, Suri appeared and walked over to Rarity.

"Well, well, well," She remarked in an obviously sarcastic tone. "If it isn't Princess Rarity herself, come to pay her competition a visit. What took you so long?"

"Don't give me that look, Suri!" Rarity snapped. "Who do you think you are trying to brainwash one of my hardworking associates into joining your ranks? Hoping to steal my designs again?"

"I never did anything of the sort," Suri replied, unfazed by Rarity's angry behavior. "She just came here on her own free will, am I right? Now, if your designs you're mad about, well I can't help it if your trade secrets aren't exactly secret now can I?"

But Blue Bobbin remained level headed and stood in between the two fashion mares.

"Look, before things get out of hoof," She spoke up "I only came here because I know that you can do better, Suri. All these cheap knock offs of Rarity's designs. It's going to bring you down and not up!"

Suri just narrowed her eyes at the statement.

"Who do you think you are?!" She snapped. "Telling me that my practices are going to bring me down! Ha, look around you, sweetheart…"

"Don't you go insulting my hardworking employees, Polomare!" Rarity snapped back. "You've always been unoriginal in your designs, and selling them at dirt cheap prices. I mean, look at this one for example."

Rarity then trotted over to a gown similar to what Twilight had worn for her second coronation not too long ago. Except rather than being blue colored, it was red colored.

"What do you call this, huh?! The 'Blame in Stain? '" She cried out. "Look at this! No care went into this design, and you are selling it at a low price. You're pathetic."

"So what?" Suri remarked, feeling unamused as she turned her back on her rival. "As long as it sells I don't really care."

"So what?!" Rarity shrieked, stamping her hoof down and trying to get Suri's attention. "You only went into this business just to make me look bad! You think that by ripping off my designs you'll somehow prove that they aren't good. Well, I'll have you know that I happen to be a Princess of Equestria, and I can make a decree that you be shut down…PERMANENTLY! So either you start being original, or you can be out of work."

"Hah! I'd like to see you try," Suri huffed, plastering a smug smile on her face. "Go ahead, try and shut me down for good! I'm not afraid. I'm tough, I'll survive. I have before. After all, it's everypony for herself in this town. And that means you gotta do whatever it takes to survive."

Not wanting to waste her time any longer, Rarity left with Blue Bobbin following behind.

…

"Rarity, I thought that…" Blue Bobbin tried to explain as they walked into the store.

"Blue Bobbin, I forbid you from ever setting hoof in that store!" Rarity ordered. "That pony tried to brainwash you into joining her ranks and I will not stand for it!"

"But, I tried to make her see the error of her ways," Blue Bobbin sadly protested, causing Rarity to turn around and face her. "I know there's potential in her, Rarity. If not for her, maybe for that one associate of hers that follows her around."

"Blue Bobbin," Rarity sighed, her voice lowering a little as she placed a hoof on her employee's shoulder. "I'm sorry for shouting, but you have to understand that Suri is a pony who simply can't be changed. There are many promising pony like myself who have a passion for fashion, but if I am to set a good example for my subjects, yourself included, then I have to put an end to her business practices before they have a chance to corrupt anyone else or set a bad example. I wish there was another way to do this, but there isn't it."

Blue Bobbin couldn't help but feel slightly sorry for both her boss and her rival. But she had to understand that Rarity was not just her boss, but also her princess.

And one morning a few days later, Suri and her associates arrived at their boutique only to find it boarded up with a notice on the board where her door was once located: BY ORDER OF PRINCESS RARITY OF EQUESTRIA, THIS BUSINESS IS HEREBY SHUT DOWN FOR FALSE BUSINESS PRACTICES!

Angered, Suri could only glare at her rival's store. "I'll be back, Princess Rarity!" Suri snarled, stamping her hoof down. "And you will be sorry that you ever shut me down in this city! You hear me?! I WILL BE BACK!"

"Uh, yeah, of course we'll be back!" Hipster remarked in a nonchalant tone. "Like, we don't back down easily, right?"

"Oh shut up," Suri remarked quietly at Hipster Fluttershy.

Later that day in Ponyville, Rarity picked up a copy of the Foal Free Press in front of Carousel Boutique with Suri's picture on the Front Cover and the byline reading that she vowed to return.

"Like that's ever going to happen, Ms. Polomare," Rarity chuckled. "If there's one thing I despise the most, it's cheap knockoffs."

Shutting her door, Rarity continued to take in delight of what she had used her power as a princess for: To put an end to, at least in her mind, Suri Polomare's plagiarizing practices in the world of Equestrian fashion.

Episode 27: "Attack on the Distant Lands, Part 1"

Author's Note

Episode Summary: Grogar and his Legion of Doom make final preparations for their attack on King Vorak's kingdom while Tirek struggles to deal with his troubled childhood.

Cast:

Mark Acheson as Lord Tirek

Sunni Westbrook as Cozy Glow

Kathleen Barr as Queen Chrysalis

Alvin Sanders as King Sombra

Doc Harris as Grogar

David Kaye as Megatron

Scott McNeil as Waspinator/Gargoyle Guards

Jim Byrnes as Inferno

Don Brown as Scorponak

Alec Willows as Tarantulas

Tara Strong as Princess Twilight Sparkle

Ashliegh Ball as Applejack/Rainbow Dash

Andrea Libman as Pinkie Pie/Fluttershy

Tabitha St. Germain as Rarity/Luna

Cathy Wesluck as Spike

Nicole Oliver as Celestia

John De Lancie as Lockdown/Discord

Emily Blunt as Tempest "Fizzlepop Berrytwist" Shadow

Patrick Stewart as King Vorak

Robby Benson as Scorpan

Robert Morse as Sendak

…

"My Little Pony: Friendship is Magic" Season 11, Episode 27

"Attack on the Distant Lands, Part 1"

Written by Jeff Snyder (TwilightSparkle3562)

Edited by SuperPinkBrony12

…

"My Little Pony: Friendship is Magic" Season 11, Episode 27

"Attack on the Distant Lands, Part 1"

Written by Jeff Snyder (TwilightSparkle3562)

Edited by SuperPinkBrony12

…

Episode 27: "Attack on the Distant Lands, Part 1"

…

The young Tirek laid shackled against a wall in the dungeons of his father's kingdom. He had been caught visiting his mentor, Sendak, and was now about to face the consequences of his actions. All his young life he'd wanted to learn the powers of taking magic from living creatures, but his father had disapproved of it.

"Tirek," Vorak bellowed as he stood next to the gargoyle who would administer the punishment. "For the last time, did you or did you not ally with Sendak to overthrow me?"

The young centaur refused to answer. He had his reasons for visiting Sendak.

"Administer the punishment!" Vorak ordered and the gargoyle took the whip in his claw.

The young centaur winced in sharp pain as the whip stung his back.

Opening his eyes up, Tirek let out a loud yell as he woke up with a start and gasping profusely. Unfortunately, his daughter figure had heard him yell.

"Ugh, Tirek," Cozy Glow groaned as she got herself up. "That's the second time! What's going on?"

"He…he…" Tirek gasped. "He was punishing me again."

"Your dad?" Cozy asked. "For the last time, Tirek, your father is far away from you! He's probably dead by now."

"No, he isn't," Tirek protested. "He's alive and is probably looking to kill me now that he knows I'm freed from that stone prison."

"Maybe this impending battle is getting to you," Cozy Glow sughed, going towards her father figure and sitting down next to him on the edge of the bed. "Don't worry, we'll win the battle for Grogar, and then take our campaign to the next loathsome kingdom. Besides, you've got Chrysalis and I by your side for support, don't you?"

Tirek could only produce a small smile at Cozy Glow's words. But part of him wanted nothing more than to be the one to topple his father and take over his kingdom. And it seemed like he would never get the chance. His desire for revenge would never be fulfilled.

…

The next morning, Tirek and Cozy Glow joined the rest of the legion in the courtyard of Grogar's kingdom. The battle against the Bad Lands was nearing and all were hungry to fight. However, the lack of sleep Tirek had was draining on him and it showed on the outside. Inside, however, he was hungry for revenge.

"All presented and accounted for, my emperor." Inferno said to Grogar as the ram took the stage with Sombra and Scarface at his side.

"Thank you, sub-commander," Grogar acknowledged as Terrorsaur beat down on the drums to begin the rally. "Now, my loyal warriors, the time has come for us to make the first move in our fight to take Equestria for ourselves!"

The legion let out a loud roar of approval upon hearing Grogar speak those words. "What better way than to begin our fight than by conquering the weakest out of all the kingdoms in Equestria: The kingdom ruled by King Vorak!"

As Grogar spoke, Megatron stood among the ranks feeling as if he deserved a piece of the kingdom that they were about to conquer. He wanted to get away from Grogar, he wanted to free himself and go back to being his own bot.

"You shall have no problem in dealing with King Vorak," Grogar continued as Megatron turned away from Grogar on the platform. "His army is weak, he himself is weak! This battle shall be a test for you all on what is to come. Now prepare yourselves and be ready! We leave on my signal." The legion roared loudly again as all except for Tirek and Megatron were eager to get the impending battle started.

Once the rally was over, Megatron retreated to a secluded part of the palace to be alone in his thoughts. But he wouldn't be alone for very long as Tirek approached him. "Do you want some company?" He asked the deposed Predacon leader, who looked back to him in reply.

"If you wish," Megatron sighed while gesturing for his guest to come forward. "You must be Lord Tirek, yes?"

"Yes," Tirek nodded, joining Megatron at his side. "And you I suppose are Megatron? I've been hearing a lot about you, Leader of the Predacons. Or I should say Ex-Leader."

"I was once leader, yes," Megatron seethed, looking down at his dragon head. "Then that old fool Grogar stole my position from me! Now he thinks I'm just going to bow down to him?! Well he's sadly mistaken if he believes that! I'm going to get away from him and take my loyal Predacons with me!"

"Why can't you just…run away and go back to wherever it is you came from?" Tirek pondered.

"There's no way to get back to Cybertron! If I did it would be either as a sparkless husk or a prisoner of the accursed Maximal oppressors," Megatron growled. "So what the Predacons and I have to do is make the best of our bad situation!"

It was then that Tirek got himself an idea. He could not only help get rid of his father and brother but also help Megatron get away from Grogar. To him, the plan seemed all too perfect. "What if I helped you get away from Grogar's clutches?" He offered. "Gave you a chance to strike out on your own?"

"And what would be in it for me if I agreed, centaur?" Megatron asked, intrigued at the idea.

"Why, you could issue commands from a large castle of your very own," Tirek answered. "You'd have a chance to prove to Grogar that you don't need to follow a leader like him. And all I ask in return is help me rid the world of my father. He's held the throne for far too long when it should've rightfully been mine long ago!"

Megatron snickered at the idea, grateful that someone was planning to help him restore to his full potential. "I like your way of thinking, centaur." He sneered, tapping Tirek on the shoulder.

Little did either know that right outside the balcony, Lockdown had been watching and listening to the entire conversation. "I've got to warn Twilight and the others!" He thought, running into a corner and producing a telegraph machine. "Hopefully Waspinator can get my message in time!"

…

Meanwhile in Equestria, Twilight and her friends were sitting in the throne room of the Castle of Friendship and reviewing reports of suspicious activity in the area surrounding King Vorak's kingdom.

"Suspicious activity?" Rainbow Dash blinked in question. "What do you mean suspicious activity?"

"The kind that we can't ignore, girls," Twilight declared. "The reports say that there have been strange activity occurring over the past few days, all just outside the borders of the kingdom of centaurs. And three Predacon robots have been captured."

"Were they bug or dinosaur?" Fluttershy questioned.

"Being that they transform that seems hardly relevant," Rarity commented. "Especially when they have the forms of such garish creatures! Ugh!"

"Hey, not all bugs are garish!" Pinkie Pie interrupted, giving Rarity a hard stare while stretching her head out. "Some are really cool! Like a wasp, or a butterfly or even a caterpillar!"

Not wanting to hear more about bugs and dinosaurs, Applejack turned her attention to Twilight. "So how do you want to approach this, Twilight?" She asked her fellow princess. "Do you want to have us cover the borders like the Pillars did against Tirek?"

"Yes, but I won't be asking the Pillars directly. We will probably need them in reserve for when Vorak's kingdom inevitably is attacked," Twilight declared. "There's no doubt in my mind that Grogar's planning to strike."

"Not to mention that there could be unintended casualties if those Predacons show up, even with the Maximals to back us up," Spike added, turning on his royal advisor mode. "I suggest starting an evacuation of the Bad Lands now, before Grogar strikes."

"But if we were to do that where would everyone go?" Fluttershy questioned.

"Obviously a place where it's safe, and there's lots of locations that could take 'em in," Applejack suggested. "They could go to the Crystal Empire or even come here to Ponyville. We have plenty of room at a few places, mine included, and we could always use the support."

"Okay, so we'll give Vorak the order to evacuate his subjects," Rainbow replied and then said to Twilight. "If you like, I can have Spitfire and the other Wonderbolts aid in the evacuation process."

At that moment, before any could agree on the idea, the six princesses began to hear a commotion from outside the throne room.

Rising from her throne, Twilight walked to the door and saw Tempest Shadow and several guards struggling to hold down what looked like a robotic insect in the form of a wasp.

"Princess Twilight!" Tempest Shadow declared while out of breath. "We found this Predacon spy right outside the castle!"

All the ponies gasped in shock!

…

Twilight looked down at Waspinator once the shock had worn off. "Bring him inside! We'll see if we can't extract some useful information out of him." She ordered and Tempest and the guards did as they were told. Throwing Waspinator to the ground, they backed away while Twilight and the others looked at him.

"Waspinator never seen a…place like this," Waspinator quietly spoke up. "Waspinator love it here."

"That's very nice," Rarity remarked. "Coming from a Predacon spy and a bug!"

"Waspinator not a bug!" Waspinator protested. "Waspinator former Predacon."

"He must be lying, your highnesses!" Tempest protested. "Why else would he come here but to spy on you and the other princesses?!"

"I disagree with you, Captain Tempest," Fluttersht firmly protested, rising from her throne and walking to Waspinator's side. "Just look at him! Does he look like someone who would want to hurt anycreature?! He looks scared out of his wits just being here."

"He's definitely a deserter," Applejack commented, also joining Fluttershy at Waspinator's side. "But tell me somethin', Waspinator: If you were with the Predacons, then why ain't ya spyin' on us? Why else would you come here?"

Realizing that he didn't want to be harmed, Waspinator stepped from the ponies and cleared his throat. "Waspinator quit Predacons because Waspinator was blown to scrap all the time!" He explained. "Humans take Waspinator in, make Waspinator their ruler. Then monkey king and Megatron invade village, capture Waspinator and humans. Then, mismatched creature free Waspinator and send Waspinator to Equestria, wherever that is."

"This is Equestria," Twilight told the Predacon deserter. "And the mismatched creature who sent you here is named Discord."

"Oh, Waspinator thought his name was Lockdown." Waspinator scratched his head in confusion.

"That was a disguise. I sent Discord to keep tabs on Grogar so we could be ready for him" Twilight declared, walking over to Waspinator. "In any case, you're here now so allow me to introduce myself: I'm Twilight Sparkle, supreme ruler of Equestria, and these are my friends and co-rulers: Applejack, Rainbow Dash, Fluttershy, Pinkie Pie and Rarity."

"And I'm Spike, Twilight royal advisor and little brother." Spike declared while joining Twilight at her side.

But the introductions were short lived as Applejack suddenly got another suspicion. "Wait an apple pickin' minute, Waspinator! That Monkey King you speak of. By any chance was he…" She forced back a gulp. "The Storm King?"

Hearing the Storm King's name caused Tempest to look away in disgust. "Impossible!" She all but choked out. "How could he possibly be alive?! I thought he was smashed to pieces by his own orb!"

"Grogar must have brought him back to life somehow." Twilight sighed.

Waspinator, meanwhile, questioned. "Ponies know Monkey King?"

"Oh I know him alright!" Tempest interjected, her mind filled with rage. "He's a filthy liar and backstabber! And if I ever see him again…" The stub where her horn should be began to spark rather ominously.

"Tempest, please, control yourself!" Twilight ordered to her captain of the royal guard. "We're all shocked and discouraged by this news, but now isn't the time to get consumed with a personal vendetta. We need to have a strategy to help Vorak defend his kingdom," And she instructed. "Spike, send a message to Optimus Primal and the Maximals and tell them to be ready for an imminent attack by Grogar. Make sure they know to watch out for the Predacons too."

Doing as he was told, Spike began to draft a scroll to the Maximals.

"The rest of you," Twilight instructed to her friends. "Prepare to advance to the Bad Lands! Grogar must be stopped!"

"You got it, Twilight!" Pinkie Pie cried, randomly putting on a suit of armor with her cutie mark on it. "We'll give that old goat a welcome back party he'll never forget!"

However, the rage Tempest was building up inside of her continued to grow. Leaving the throne room, she could only breath in and out in an effort to keep her composure, and prevent anger from spiraling out of control. Seeing this, Twilight headed outside to console her. "Tempest?" She asked. "Look, I'm sorry you had to witness that, but…"

"I want to go fight in the Bad Lands," Tempest seethed to Twilight, her broken horn charging with unstable magic. "If the Storm King comes, I will be ready for him! And this time I'll make sure to finish the job!"

"Tempest, we're all shocked that our enemies have been brought back to life," Twilight comforted the unicorn. "But we have to keep our composure in these situations. We can't let our enemies get to us."

"Don't tell me what to do!" Tempest snapped, sharply turning around to Twilight. "After all that time I wasted sucking up to the Storm King, forgive me if I decide to enjoy making him hurt like I hurt!" And then Tempest stormed away, leaving Twilight shocked at her captain's outburst.

…

Back on the moon, Tirek was hard at work preparing the invasion of his former home. The deal he'd made with Megatron was more than enough to satisfy him in the fight ahead. As he worked out, he heard a knock on the door to his room. "Come in!" He called, placing the dumbbells down as Chrysalis came into her lover's room.

"I trust you're preparing yourself for the fight ahead too?" The former queen asked.

"More than preparing myself, Chrysalis," Tirek sighed, drying his face off with a towel. "I'm preparing to get rid of my father once and for all! This world isn't big enough for the two of us!"

Using her detection, Chrysalis began to detect a sense of vengeance in Tirek's soul unlike anything that she'd ever felt before. "You must really hate him, don't you?" She remarked, sitting next to Tirek on the edge of his bed.

"All I ever wanted was to take his place, Chrysalis!" Tirek sighed, looking up at the ceiling. "My father always wanted us to live up to a high standard, his standard! So I went to Sendak and he took me under his wing because he despised my father just as much as I did. He taught me power the likes of which my father could only dream of!"

Chrysalis then asked. "And what about your brother?"

"Scorpan?" Tirek scoffed. "He was always a weak-minded fool too loyal for his own good. Always following someone like a lapdog or a shadow. And when he betrayed me and befriended Starswirl the Bearded, well…you know what happened next."

"You must be out to get him too." Chrysalis realized.

The centaur growled. "Of course! I want him dead more than anyone else! He and my father both conspired against me, and for that I will never forgive them!"

Chrysalis then pulled Tirek close to her and looked into his eyes, delighted to hear how determined he was to achieve his goals. "Then I shall help you achieve that goal, Tirek." She seductively replied and the two of them broke into a passionate kiss as Cozy Glow entered.

"Hey guys, Grogar wants us…" Cozy started to say, then backed off when she saw them kissing. "Uh, okay, I'll come back later."

…

At the kingdom he had tried to govern to the best of his ability, King Vorak overlooked the courtyard outside of his castle, thinking about what was going to likely happen in a short period of time.

"Father," Scorpan called as he approached King Vorak. "The spies we captured, don't you think that maybe we should set them free? Our forces have tried and failed to get them to talk."

"Scorpan," Vorak replied with his back still turned to the gargoyle. "You know full well that I don't take prisoners unless the situation calls for it. If they don't want to talk that's fine, they'll meet the same fate as the traitorous Sendak did."

"But they're different creatures from us!" Scorpan protested. "I mean, one's a scorpion and the other's is a tarantula. And the tarantula's been taunting us for days, saying that we will never prevail against Grogar and his forces."

Getting himself an idea, Vorak left the balcony and proceeded back into the throne room. "We'll see about that." Making his way down to the dungeons, Vorak saw the two Predacons Scorponok and Tarantulas chained up in one of the cells.

"Sir," The gargoyle guard saluted to King Vorak. "They taunt us and give us nothing."

"Well, well, well," Tarantulas cackled. "You must be King Vorak! How delighted to finally meet you."

But Vorak said nothing, instead grabbing Tarantulas by the throat. "Listen to me, spy!" Vorak snapped in an ice cold voice. "I am not a patient creature by any stretch of the imagination. So if you want to live, you will tell me what you know."

"We…" Scorponok groaned, trying to save his own life. "We…"

Before he could spill the beans, Tarantulas kicked him in the chest. "Quiet fool!" Tarantulas hissed through Vorak's chokehold on his throat. "We're with Grogar of course. There! Happy?"

However, Vorak wasn't satisfied with their one answer and rubbed Tarantulas against the walls of the cell. "No!" He growled.

"Father, maybe we should…" Scorpan suggested, only for Vorak to silence him with his hand.

"You are going to tell me everything you know about what Grogar is threatening to do if you want to save your life, as well as the life of your comrade!" Vorak threatened!

"Do as he says…" Scorponok croaked out, only for Tarantulas to quiet him again with a kick to the chest.

"Why do you ask me?" Tarantulas taunted. "Why not ask him yourself? He'll be here in due time."

Growing more and more impatient, Vorak turned to a more pressing question. "Where's Tirek?!"

"Who? I don't know him." Tarantulas replied.

"My son, you sniveling insect!" Vorak snarled, pushing Tarantulas up higher and higher. "He somehow escaped from his prison and is in cahoots with Grogar! So tell me where he is!"

"You said it yourself, he's with Grogar," Tarantulas laughed in a sarcastic tone of voice. "And he sends his regards to you and Scorpan."

In disgust, Vorak dropped Tarantulas down onto the ground. "Why do I even bother talking to you, spider?" Vorak sighed. "It's clear to me that you and your friend will be my first act of retaliation against Grogar for his invasion that will fail!" Then he turned to the centaur and scorpion guards present. "Execute them at the earliest possible moment." He ordered as Scorponok felt his mouth drop in shock. Once the order was given, the two guards left them behind.

"Tarantulas, are you crazy?!" Scorponok protested. "Now we're going to be slagged!"

"Oh yea of little faith," Tarantulas mocked in a sarcastic tone. "Do you even realize that Grogar wanted us to be captured by King Vorak? All part of the plan, remember? We're the bait for Vorak."

Sighing heavily, Scorponok could only regret what he'd agreed to take part in.

…

Back on the moon, Grogar, dressed in black armor, stepped out into the courtyard with his pet bear behind him. Legions of Predacons and donkey soldiers were gathered with their weapons drawn. Stepping in front of the army, the goat smiled at the intention he was about to carry out. "Now is the time!" He declared in a loud and booming voice, his bewitching bell glowing. "The time for us to make our move! We shall begin our conquest of Equestria, and by the end all shall fall before us!" Crying out in a loud voice, Grogar riled up the army who cried out back to him.

In the background, Tirek and Megatron each gave a snicker to one another.

"And remember," Grogar roared. "Destroy anycreature who gets in your way! Any centaur, any gargoyle or even King Vorak himself!"

Another loud cheer came from the army. "Long live Grogar! Long live Grogar!"

"Come, let us go!" Grogar shouted, tapping into the powers of his bewitching bell. "To the death of Vorak!"

"To the death of Vorak!" The army called and as Scarface roared loudly, the entire army was transported off the moon and down towards the earth!

Suddenly, at that moment, the grounds beneath Vorak's kingdom began to shake like an earthquake! "He's coming," Vorak said to himself as he left the dungeons, falling back down the stairs and landing on his front. "Grogar is coming! To arms, soldiers! To arms! Defend the kingdom to your last breath!" Acting fast, the soldiers of gargoyles and centaurs immediately raced around the castle, trying to gather whatever weapons they could find with which to arm themselves!

"Come, Scorpan!" Vorak shouted as they raced up to the throne room while historic artifacts and suits of armor collapsed in the shaking. "Grogar will be here soon! We must be ready for his arrival!"

Meanwhile, in a labor camp not far from the castle, an old centaur looked up at the sky and chuckled sinisterly. "He is returning!" He shouted to the guards as they ran around in a panic. "My student has come home at last to take what is his!"

"Take cover!" One of the guards shouted to the prisoners. "Take cover now!"

But the guards were unable to move the old centaur, who just stood there, looking up to see a golden streak of light surge across the sky. Landing in the distance, the light produced a strong ripple that sent a wave across the land, causing some of the guards and citizens to become temporarily blinded!

…

The wave of light as well as the rumbling earthquake could be seen and felt as far away as Ponyville as Twilight ran up to her telescope in her study with Spike right behind.

"Twilight, what is it?!" Spike cried as Twilight looked into the telescope!

"He's here," Twilight said in a quiet voice, stepping back from her telescope. "Grogar is here. Have the Maximals been notified?"

"They're already awaiting your orders," Spike replied. "So what are they?"

Twilight began to bark out orders! "Have some of the Maximals station themselves at the borders to Vorak's kingdom. We must prevent Grogar from reaching it if at all possible!"

Doing as he was told, Spike was teleported away by Twilight while she raced downstairs where her friends were waiting. "Grogar isn't waiting," Twilight urgently told them. "He's already in Equestria and proceeding towards Vorak's kingdom as we speak!"

"How can that be?!" Rarity cried! "How can he move so swiftly after all this time?!"

"Grogar plays by his own rules," Twilight replied. "So we have to do our best to adapt to them. Come with me, now! We must prepare ourselves for battle!"

Following Twilight down to the basement of her castle, the five other princesses came up to several suits of armor that had recently been made. Each suit of armor represented a princess and their respective cutie marks. "I've been meaning to give you these at an appropriate time," Twilight apologized. "But now is as good a time as any. Suit up and follow me. There's no time to waste!"

Doing as they were told, Twilight and her friends suited up in their armor. A few moments later, they emerged from the castle wearing their respective armors while Tempest had gathered a small army of guardsponies right outside.

Just then, Celestia and Luna came racing towards the group while wearing their own respective armor and weapons. "Twilight!" Celestia called. "We're going with you! After what happened the last two times I can't let you and your friends put yourselves in danger without Luna and I! I don't want to lose you!"

"No, Celestia," Twilight ordered. "You need to stay here with the students. They will need you more than me. If worse comes to worse you'll serve as backup along with Luna."

"Twilight, please, you're going to need us to fight Grogar," Luna pleaded. "Besides, three alicorns are much better than one in this situation."

Realizing that she had no time to pick a fight with her mother and big sister figures, Twilight reluctantly agreed to let Celestia and Luna come with them.

"Everything is in place, your highnesses!" Tempest said, her determination of finishing off the Storm King clearly imprinted in her face. "When do we move out?"

Without saying a word, Twilight activated her magic and transported herself and everypony else to the badlands just as Grogar and his army emerged from the beam of light, determined to begin the first battle of Equestria.

"Let the battle begin!" Grogar declared in a loud voice.