Beast Wars: The Equestrian Front

by I_am_the_Matrix

Rating: teen
Tags: Main 6, Gore, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Other, Spike, Adventure, Crossover
Length: 31725

The Beast Wars come to Equestria.

The Beast Wars are over, Megatron the rogue Predacon leader has been captured, and now the Maximals are heading home to Cybertron. That is until the transwarp drive rebels and threatens to destroy the Maximals.
Now their salvation lies with six rather familiar denizens of another world, but is saving the Maximals really in the best interest of Equestria?

Edited by Timeaus and Refferee

Published 2012-10-22 05:30:01 UTC
Last updated 2013-06-09 11:27:22 UTC

Gravity Hurts

Gravity Hurts

The Omega Delta, an Autobot shuttle lost to the mists of time, glides effortlessly through Transwarp space in an attempt to carry its crew, the Maximals, back home to Cybertron. Granted Maximals were smaller than Autobots, the shuttle was still small and didn’t grant much privacy. Of course that doesn’t matter much when you’re on your way home right?

That was Rattrap’s reasoning anyway. The rodent themed maximal didn’t mind in the least that he could practically hear the positronic impulses of his five other teammates, in a matter of hours he’d be at O’Malley’s sitting at his favorite stool. Rattrap looked at his right hand and wondered how the waitressbots would react to his new Transmetal form.

“Hey Rattrap. Wat’cha thinking about?”

Rattrap looked up to see Cheetor, the youngest Maximal of the team. “Eeh, I was just thinkin bout gettin back home, ya know the usual.” Rattrap did recognize that Cheetor had grown a lot through the Beast Wars, but he still saw him as the kid he first met so long ago, so out of habit he omitted the crude details. “How ‘bout you kid? Got any plans for when we arrive?”

“Well, after we turn Megatron over to the Maximal Elders, I guess I’ll check on some of my old friends at the M.C.S.F.”

“Oh right, Megs. Ya know I almost forgot about our new hood ornament.”

“Yeah, he’s been quiet for a while now.” The Werecat’s eyes opened wider. “You don’t think he’s going to try something?”

“In transwarp? Even Inferno wouldn’t be so reckless.”

Cheetor considered this, “I guess so.” Cheetor sat down in the closest chair.

Rattrap looked at the other shuttle occupants. Rhinox, their lead scientist and mechanic, sat at the ship’s controls guiding their own personal arc back home. Optimus Primal, the team’s leader, sat just behind him. The big ape was reading a data track, maybe he was comparing the covenant of primus with the rest of their adventures. On the side opposite Cheetor and Rattrap were Silverbolt and Blackarachnia, the team couple. Blackarachnia was taping away at the console in front of her while Silverbolt, her ever vigilant Knight in shining armor, was in sleep mode.

Rattrap decided Dogboy there had the right idea and drifted off himself.

Strapped onto the outer hull of the Omega Delta was the former leader of the Predacons, Megatron. “How humiliating is this? Not only did I fail to kill Optimus Prime, let alone the rest of the Autobots, but I lost all of my troops and now I’m stuck to the back of this shuttle with nary a shred of energon to my name.”

The red demon stared off into the transwarp space, thousands of colors passing before his eyes. One color stuck out to him, it was a sort of translucent midnight blue. It wasn’t what color it was, but that it was moving against the flow of colors.

Megatron first thought it was an optical illusion, or his data processor playing tricks on him. But the longer he observed the thing; he realized it was moving of its own volition and it was coming closer.

The mist like substance slithered like an alien amoeba up to Megatron. When it got mere inches from his face, Megatron felt something from the mist. Somehow he knew the feeling, one he knew very well. The two of them seemed to have a subconscious telepathic conversation. No clear thoughts were exchanged, but somehow both knew the other suffered defeat at the hands of inferior beings. Both came to an understanding and the sentient color phased its way into the shuttle. Megatron smiled a wicked and fear inducing smile, “yeesssss.”

The entity wormed its way around the inner workings of the vessel until it came upon the retrofitted Transwarp drive. There it entered the device and made some alterations of its own.

“This can’t be right.” Rhinox half muttered.

“What is it?” Optimus asked as he leaned forward to see over the rhino’s shoulder.

“It’s the Transwarp space around us, it’s fluctuating.”

Cheetor turned his attention to the front. “I take it that’s no good.”

It was Blackarachnia that answered him. “If it doesn’t stabilize, we could hit the wall and our atoms will be scattered across space-time.” As she said this the she spider elbowed her partner to alert him of the danger facing the crew.

Cheetor did the same for Rattrap.

“Are we there yet?” The rat asked groggily.

“Not quite.”

“Rhinox, can you fix it?” Optimus placed a hand on his old friends shoulder.

“If someone doesn’t mind flying this thing, I can tap into a terminal to diagnose the transwarp drive.”

Cheetor rose up and walked to the helm. “Say no more Rhinox, I got’cha covered.” He took the helm as Rhinox headed to the terminal Blackarachnia was previously working at.

“Blackarachnia, If you would check the transwarp drive itself.”

“I’m on it” Both she and Silverbolt headed to the back. Once Blackarachnia had removed the panel covering the drive she handed it off to the fuzor. Once she got to the transwarp drive she saw a dark translucent mist surrounding it.

Silverbolt leaned over to see. “What is that?”

“Either the problem or the reaction, Rattrap get me a laser cutter.”

Rattrap pounded his fist on the panel designated for tools; it flipped open displaying the various tools within. Rattrap grabbed what looked like a small cordless drill without the bit.

“Catch.”

Blackarachnia caught the gizmo and set it on its lowest setting. She fired the narrow beam into the blue mist, which merely absorbed the beam.

“Let’s try a higher setting.” She turned the dial to half full power and attempted to cut through the darkness again. This time the mist traveled through the beam and caused the laser to surge with power.

“Gah!” Blackarachnia tossed the fried laser and held her scorched hand.

“Blackarachnia!” Silverbolt tried to get her to let him see her hand. “Are you alright.”

“I’m fine Fido, it’s only a mesh wound.” She reluctantly uncurled her fingers to show the superficial burn. “Suffice it to say, we should avoid all physical contact with that stuff.”

It was now that the shuttle really began to shake.

“Hey Spots, do you mind not jostling about?”

Cheetor answered from the front, “The distortions are getting worse, I don’t know how long I can keep this up.”

Optimus turned to Rhinox. “Do you have anything yet?”

“There’s nothing wrong with the drive, but it isn’t receiving any commands from the main computer.”

“Can it be fixed?”

Another jolt of motion nearly sent the cybertronians flying. “Without Access to the drive. . . . there’s nothing to be done.”

Another tumble of the ship came with a sound similar to throwing a stone into a blender.

The only one to speak was Rattrap. “In other words, we really are going to die.”

The last things that happened in the last ten second of the Omega Delta’s existence were; Rattrap falling back into his chair crestfallen, Rhinox hanging his head, Silverbolt and Blackarachnia finding solace in each other’s arms, Cheetor straining against the controls to clear the next wave, and Optimus Primal standing firm to stare into the eyes of death.

The craft hit the final wave of the transwarp space and was torn apart, and every single atom scattered to every dimension through all time.

Twilight Sparkle woke up with a start. The library was still dark, perhaps just after midnight. From her bed she looked out the window to the dark sky. Movement came from past the foot of the bed.

“Twilight? What’s going on?”

In the star light the purple unicorn could just make out the silhouette of the equally purple baby dragon.

“Sorry Spike I just had a bad dream, go back to sleep.”

The dragon didn’t bother asking about the dream as he fell backwards into his basket bed and was out like a light. Twilight continued to look out the window, going over the events of the dream again and again. In the sky she noticed one star shined brighter than the rest.

“Twilight? Are you listening.”

Twilight was jerked out of her deep thought. “Sorry Rarity, I’ve been preoccupied with a dream I had last night.” She was currently in the upper room of Rarity’s boutique helping her with historic costumes.

The seamstress took pause in her work. “It’s not the one where all of your books have the wrong cover again?”

“No, but that one gets me every time.”

Rarity placed a pin in the dress she was currently working on. “Would you like to talk about it?”

“It’s hard to describe. It was like nothing I’ve ever seen. There were six. . . . creatures in a large metal room.”

“What did they look like?”

“Well, they stood on two legs and had arms.”

“So like minotaurs?”

“No, not really, they looked like they had different animal parts attached to them, some even were completely metal.”

“Wow, that’s interesting. What happened to these. . . “colorful” characters?”

Twilight hesitated remembering the dream’s outcome. “Apparently the room they were in was some kind of ship or something. They were traveling on something called a ‘Transwarp’, but something went wrong with it and they crashed.”

“Oh dear, that sounds awful.”

“It wasn’t pleasant to watch either.” Rarity watched as Twilight’s face seemed to wilt. Rarity walked to her friend’s side and placed a reassuring hoof on her shoulder.

“Don’t dwell on it darling, it was only a dream. Try to take you mind off it, worrying about it will only make you ill.” She looked once more at her friend’s face which unfortunately wasn’t reassured. “At least take a look over my work. It needs to be as accurate as possible for the upcoming ‘Ballad of Starswirl’ in Canterlot.”

Twilight perked up slightly. “It wouldn’t hurt.” She trotted towards the dress in progress, but as she approached the dress the room grew darker and darker. “Uh Rarity, I can’t see the dress if you turn the lights out. Rarity?”

Twilight looked about the room but it was pitch black and her friend was nowhere to be seen or heard. Then there was a loud noise and before her a being of green and brown spun into existence. It was one of the creatures from her dream. It spoke to her.

“What’s new pussycat?” He spoke to her in an aged earthy voice.

“Wha-What are you? What’s going on?” Twilight backed up slightly.

It didn’t answer, instead it pulled something out of its chest. It was an orb pulsing with energy. He held it out for her to see.

Twilight leaned in closer and stared wide eyed into the sphere. “What is that?”

The being held it higher “Yup, the very thing which makes us what we are. Every Cybertron, Maximal or Predacon has one, and each is different.” He then raised it higher and let it float away. He continued “When a spark goes online, there’s great joy.” As he said this a multitude of different colored sparks flew about the darkness.

Just as the being had said this, Twilight felt a warmth within her as she gazed at the sight. She couldn’t help but smile.

However the light of the first spark went out. “When one is extinguished, the universe weeps.” The being lowered his head and everything was dark once more.

Twilight stood in silence, speechless until she was shaken out of her stupor.

“Twilight? Twilight!?” Rarity shook Twilight in a panic. When Twilight awoke Rarity’s panicked face relaxed to one of relief. “Oh thank goodness, are you alright?”

“Yes Rarity I’m fine. Why, what happened?”

“You spaced out for a little bit. You were just standing there completely unresponsive.”

“I think I just had a vision.” She turned to her friend. “One of the creatures from my dream spoke to me.”

“Twilight forgive me in saying this but I think you should go home and rest.” Twilight gave her a confused look. “Your dream really seems to be bothering you, more than you know.” She placed a hoof on Twilight’s face and gently turned her head toward one of the room’s mirrors.

There were tears streaming down her face, how had she not noticed? She remembered the beings words ‘When one is extinguished, the universe weeps.’ She then let out a small sigh. “Perhaps you’re right, I just need some sleep. Perhaps I’ll be able to help you with the costumes tomorrow. I’ll see you later.”

“Farewell Twilight.”

And with that she left the boutique back to the library.

Unfortunately for Twilight, the dream recurred every night, every time witnessing the deaths of these strange creatures, every time waking up and seeing a star grow bright in the sky. As the days following the nights went on the world around her seemed to get more and more gray.

It had only been about a week since Twilight began having the dream, and now the normally lively and colorful town of Ponyville had now become a village of depression. One by one the residence had begun to succumb to a sadness and lethargy of unknown origin. By the evening of the seventh day Twilight called a meeting with her friends, the bearers of the elements of harmony. Rarity the beautiful seamstress, Fluttershy the timid animal caretaker, Pinkie Pie the eccentric party pony, Applejack the headstrong farmer and Rainbow Dash a rough and tough dare devil.

The six of them sat around the round table in the foyer of the library.

“Alright girls I think you all know why I’ve called you here.”

Rainbow Dash was the first to reply. “Uh yeah, because you told us when you asked us to come here.”

“Oh yes right, well as you all know there is something wrong with the town and surrounding area. Everyone has become depressed and no one seems to know why.”

“Oh ah know, Big Mac hasn’t had the heart to plow the field at all. We just got the new plow too.”

“None of my regular customers have come by lately.”

“Yeah, I’ve tried throwing every kind of party I know of, but no one that comes, if they come at all, cheers up at all. Even the balloons wilted from all of the frumpiness, The Balloons!”

“I-it’s not just Ponies but the animals have been lethargic. Poor little Angel can’t even manage a single hop.”

“Whatever is happening it’s affecting the weather too. Nothing but gray clouds all over, and they aren’t even making it rain. I haven’t been able to get a single one to move at all.”

After hearing each of the girls statement Twilight spoke again. “But what about you? Have you felt sad or anything.”

The five contemplated this. “Now that ya mention it, I feel fine.” Applejack stated bluntly. They rest agreed that they felt fine, except for their concern for those affected.

“But what about you?” Rarity asked Twilight with concern, “You haven’t exactly been yourself lately.”

“I’ve been having the same dream for seven nights-”

“Wait, what dream?” Rainbow Dash interrupted.

Twilight went on to tell the rest of her friends what she had seen, the creatures, their deaths, as well as the vision of sparks. “The last thing he said was, ‘When one is extinguished, the universe weeps.’ I believe that is the key to what is happening.”

Fluttershy was the next to speak. “You believe your dream is connected to what’s happening in town?”

“I don’t believe it’s a dream at all. Something is communicating with me, calling out for help, our help. Their deaths are causing an ambient effect on Ponyville, perhaps even Equestria. Subconsciously we feel sorrow when they die, and if it keeps happening every night, Ponies may start losing the will to live.”

“And how are we supposed to help them exactly?” Dash interjected once more.

“With the Elements of Harmony of course.” Twilight Said matter-of-factlly. The five just stared back at the purple unicorn.

“Can we do that?” Rarity questioned. “We’ve never used the elements to save anyone, not in a direct sense anyway.”

“The Elements have to be the answer; they’re the only things that separate us from everyone else, which is why we aren’t depressed. Plus I don’t know anything else that can reach the stars.”

“The stars? Oh, oh, can the elements form a rocket?!” Pinkie asked randomly.

Dash ignored this outburst. “Why the stars?”

“Well not all of the stars, just one. The final piece of the puzzle is a star that always appears after I awaken from the dream. If I’m right, when we fire the elements at the star we will keep these beings from crashing and everything will be right as rain.”

“And if you’re wrong Sugar Cube?”

“Then we will be out of options and Ponyville will sink further and further into depression.” Twilight answered uncomfortably.

There was a moment of silence to let the gravity of the situation to sink in. “Ah suppose it wouldn’t hurt to give it a try.” The rest nodded in agreement. “When will the star appear again?”

“Sometime after midnight.”

“What?” Dash Blurted. “It’s nine thirty. Canterlot is hours away and we need to be where we can see the sky, the clouds aren't exactly moving now. We don’t have enough time for all of that.”

“I’m two steps ahead of you, I have already sent a letter to Princess Celestia and have explained our situation, and she has agreed to send the elements to us so all we have to do is climb the mountain we climbed that one time we dealt with the sleeping dragon. It will be high enough to avoid the clouds and we should be receiving the elements soon enough.”

Unfortunately Twilight was off by an hour. For it was an hour later that there was a knock on the door, a slow pitiful knock, but a knock all the same. Twilight opened the door and just on the other side was one of Celestia’s royal Pegasus guards. Though normally wearing a stoic face, clad in radiant armor with a pure white coat, but now he was crestfallen, his armor tarnished and his coat turned gray. Upon his back rested a treasure box, balanced between his wings.

To raise his spirits Twilight greeted him warmly. “Hello Cicero, it’s good to see you again.”

The guard merely stared back at her with half opened eyes. “I guess so, don’t know why though. I brought the... the… the things.” He turned so twilight was facing his right side and let the box slide off his right wing. The box almost fell to the ground until Twilight grabbed it with her telekinesis. Cicero then turned and walked away into the night.

Once he was out of sight Twilight turned to her friends. “We have to fix this tonight.”

It was closing in on midnight when they climbed high enough to breach the cloud layer. Well only four of them climbed whereas Fluttershy and Rainbow Dash had flown to their destination.

“All right, it’s time to prepare.” Twilight levitated the box she was carrying off of her back and opened it. Inside were five necklaces and a tiara, each was encrusted with a gemstone that represented each of the ponies. Using her telekinesis, Twilight placed each necklace on her friends and placed the tiara upon her own head. “Now all we have to do is wait.”

Several minutes had passed and the star had yet to show. While Twilight remained vigilant watching for the star, Applejack and Rainbow Dash had begun a tournament of pony Ro-Sham-Bo ‘Hoof-Wing-Horn’, and meanwhile Pinkie, Rarity and Fluttershy stargazed.

After tying once more with Applejack, Dash walked up to Twilight.“So it’s half past midnight and well, there’s no star.” Twilight didn’t answer. “Hey, maybe it’s over, they probably managed to save themsel-“

“There it is!” Twilight sprung to her hooves and pointed to the newest star in the sky increasing in brightness. The rest of the group stumbled upright and all gazed at the celestial object. “Now use the elements!”

They all Focused on the star and the elements glowed with their respective colors. In an instant a burst of prismatic energy surged from the gem stones. The beam traveled higher and higher until it reached its target. Once the two energies collided they exploded in a powerful wave of spectral energy, ripping throughout the air and countryside beneath. When the wave reached the girls they were almost knocked off balance and the brightness forced their eyes shut. Once they could open their eyes again they saw that the clouds below had been cleared out and the dullness had begun to recede.

Twilight turned to the others. “Well done girls, I can’t say for sure, but I think everything’s going to be alright.”

Pinkie Pie spoke up. “Uh, I’m not so sure about that.”

“Why is that Pinkie?”

“My tail’s twitching.”

The rest of the girls went wide eyed. “Then that means…” They all turned to look where the star was, but now saw a ball of flames headed straight for them. “RUN!”

All six of them scattered in different directions. The fireball crashed into the side of the mountain, shattering most of the top portion of the mountain causing an avalanche. To avoid being crushed Twilight and Rarity tag-teamed using their telekinesis to move the falling rocks away from themselves and their friends. Pinkie pie and Applejack made their way down the mountain avoiding debris using their foresight and agility respectively. Rainbow Dash had to fly Fluttershy out due to her wings locking up out of sheer terror.

Once all were clear of the rock-slide they turned to see the ruins of the mountain. Embedded in the rubble was what appeared to be a large bronze craft of some sort, it was still glowing hot from the whole ordeal.

“What do we do.” Fluttershy asked Twilight.

Twilight just stared at the craft. “Let’s wait and see.”

Rebirth

Rebirth

The only one to speak was Rattrap. “In other words, we really are going to die.”

The last things that happened in the last ten second of the Omega Delta’s existence were; Rattrap falling back into his chair crestfallen, Rhinox hanging his head, Silverbolt and Blackarachnia finding solace in each other’s arms, Cheetor straining against the controls to clear the next wave, and Optimus Primal standing firm to stare into the eyes of death.

That was until the transwarp space stabilized somewhat and the shuttle was enveloped in a multicolored light.

“What is that?” Cheetor stated once the light show began.

“It’s a tear in the transwarp field.” Rhinox double checked his terminal to be certain. “It may be our only chance for survival.”

“Cheetor head for the rift.” Optimus commanded.

“I’m on it Big Bot.” Without hesitation Cheetor guided their doomed ship into the rift.

But as they crossed the threshold all of the Maximals felt an energy surge overload their circuits.

Optimus attempted to block out the pain. “Everyone enter beast mode.” With that Primal’s body twisted and shifted until he was in his transmetal gorilla mode.

The rest followed suit. But once in beast mode there was a new surge and a new pain. “Oh yeah-gah-This is-urk-so much better-AAAAH. What next Monkey Brain?” Despite the pain Rattrap remained snarky as ever. One by one they passed out, unable to take the pain any longer, until only Rattrap remained awake. He felt his insides twisting and his metal plating burning. He saw his friend bodies twisting and distorting involuntarily. In the last few moments before the darkness took him he looked at his metal paw, he almost thought he saw his toes retracting.

After who knows how long, hours, days perhaps, Optimus Primal awoke to a dark room. He felt the cold metal floor beneath him, so he figured he was still in the Omega Delta. He tried to stand upright, but couldn’t keep his balance. ‘Something’s wrong.’ He thought to himself, he rubbed his neck and found two more strange things about his body. First was his body was no longer covered by metal plating, but a short coat of fur. The second thing was that he no longer had any fingers. He snapped out of his self-inspection momentarily when he heard moans coming from around him. “Is everyone alright?”

From the front came Cheetor’s voice. “Yeah, I think I’m good.”

“A little shaken, but nothing bad.”

“Blackarachnia are you alright?”

“I’m awake, that’s all I know.”

“If I told you I was dead, would ya leave me alone for eternity?”

Ignoring Rattrap’s comment, Optimus turned to where he heard Rhinox’s voice. “Rhinox, we need to asses our situation, can you get the lights on.”

“We’ll see.” Despite the doubt in in his voice, and after some anonymous noises, Rhinox managed to get the lights in the ship functioning.

Rather than seeing a rhinoceros, let alone a rhino themed cybertronian, what he saw before him was a horse with a brown coat, red eyes and a short golden mane and beard. What separated him from any normal horse though was a horn coming out of his forehead.

“Rhinox, Your beast form has changed.”

Rhinox looked about the room. “I’m not the only one.”

Optimus turned to see that the rest of his team had turned into horses as well. One was yellow covered in black spots as well as had a black mane, tail and stripes set below his eyes that trailed down to the corners of his mouth. Near the back corner was a smaller gray one, he lacked a mane but he did have a pinkish flesh colored tail, it was coiled tightly into a rat-like tail. Further in the back were two more, one light gray whose face was covered in a black mask pattern, a silvery mane, tail and had bird-like wings growing from its back. The one next to him was about a head shorter and completely black with a yellow mane and tail, like Rhinox this one had a horn in its forehead.

Out of curiosity, Primal looked for a reflective surface. Once found on the back of a terminal, he didn’t see a giant metallic gorilla staring back. What he saw was a silver backed dark gray horse significantly smaller than the aforementioned ape, he had a short cut blue mane and tail. To top it off he too had wings.

“Hey Rhinox, what’s up with the change in beast modes.” The cheetah coated one asked in Cheetor’s voice.

“It could be because when we exited the transwarp space, some kind of radiation damaged our previous forms, so we had to rescan new forms. The problem with that theory is that this shuttle doesn’t have DNA scanners for that to be it.”

“Eh we can ask questions later. Personally I’m curious about my new physique.” All attention went to the smallest maximal. “Rattrap MAXIMIZE!” Nothing happened. “HEY! W-What gives!”

“Cheetor Maximize!” Not even Cheetor changed to his robot form. “Big Bot what’s going on?”

“Our transformation protocols must have been damage by the radiation.”

“RATTRAP MAXIMIZE! . . . I Am Transformed! Transform! Go Go Rattrap! Shazaam.”

“How about ‘Give it a rest Rattrap.’” The yellow and black mare finally spoke identifying herself as Blackaracnia.

Rattrap breathed heavily beginning to feel claustrophobic in this new body. “Awww man. What about Rhinox? You got the lights on, ya can Transform right.”

“Actually, ever since Tarantulus created his transformation lock lens, I’ve been practicing with essential maintenance in my beast mode. This new form is so similar to my previous one I may never have noticed if the lights remained off.”

“Well, pardon my use of your catch phrase Boss Monkey, but this is just prime.”

“I’m afraid I have to agree with you.”

It wasn’t any more than a few moments later they heard a knocking on the hull. Then a faint nearly inaudible voice came from the outside.

“Hello? Is there anyone in there?”

“The thing crashed into a mountain. I don’t think anyone could have survived that.”

Optimus answered the voice. “Yes, we are here. Who are you?”

“Oh! Uh.” The voice seemed surprised by the reply. “My name is Twilight, Twilight Sparkle. Is everyone alright in there?”

“Yes everyone is alright, in a manner of speaking. Can you tell us where we are?”

The voices started speaking in a more hushed tone, though still audible. “Don’t tell him anything, he might be dangerous.”

“Well thank you for telling me that after I told him my name.”

The two voices continued arguing, this left the Maximals time to talk.

“Well, at least we crashed on a planet that’s inhabited.” Cheetor said optimistically.

“Yes but, inhabited by what?” Was the first thing Silverbolt had said since the lights came on.

“One of them came to our aid, so we can’t rule out they’re a peaceful people.” Optimus reasoned.

“Or that they have ulterior motives.” Blackaracnia stated bluntly. “Trust me it’s possible.”

“Be that as it may, we don’t have many options at the moment. We’re on a foreign world that we know nothing about and these people may be able to help us.”

The first voice came again. “Hello? Are you guys still there?”

Optimus answered back “Yes we’re here. There’s a hatch under the shuttle near the back. We may need your help digging it out.”

A third voice came through the walls. “Yah mean the trap door on the bottom of this thing? There are a few rocks in the way, but it’s just about clear enough. It shouldn’t take long.”

“Heh… That’s convenient.”

Ignoring Rattrap, Optimus addressed the ones outside. “We’ll meet you outside.” They heard nothing more from the voices. “Rhinox if you would open the hatch when they give the all clear.”

As the Maximals reached the rear hatch and Rhinox readied to operate the controls with his mysterious ability. One of the voices gave the all clear and Rhinox opened the hatch. It was then that something occurred to Silverbolt. “Won’t they have problems with us taking the forms of local wild life?”

When the hatch fully opened they saw six pastel colored mares before them, two with wings and two with horns. Both parties looked at each other with startled expressions.

Rattrap turned to Silverbolt. “My guess, no.”

For hours after introduction, the maximals recounted the six mares of their adventures during the beast wars. Their victories against the predacons, the mysterious artifacts of the Vok, the emergence of new maximals and predacons, the attempted destruction of earth, the quantum surge, the deaths of allies, Megatron’s attempt to erase the maximals from history, and their final battle against Megatron and The Nemesis.

Rattrap had just wrapped up the story. “And so we strapped Megs to the hull and after a tragic set of circumstances, here we are.”

“Wait, wait, wait.” Rainbow Dash held up a hoof. “What about the original Megatron’s spark? Did you ever put it back?”

“We didn’t mention that? Oh yeah don’t worry, we put that back for sure.”

“Uh huh, Twilight I think we should talk.”

“Oh, uh, okay, if you don’t mind excusing us.”

“Not at all.” Optimus allowed them to go talk in private.

The six native ponies separated from the group and huddled together.

Twilight Started. “So what do you girls think?”

“There’s no way anything they told us is true.” Dash stated almost immediately.

“Why?”

“They say they’re alien robots that turn into animals, but conveniently they are stuck as ponies”

“Dash they fell from the sky in a space ship. I saw it, you saw it. Heck, aside from them being ponies they almost match the creatures from my dream.”

“I’ll be honest with you Twilight, I didn’t exactly believe your dream thing a hundred percent.”

Twilight started to get frustrated with Rainbow dash. “Fine then you explain what happened.”

“Fine.” Dash paused to think for a bit. “They’re part of a foreign government agency developing spacecraft in order to um… attack Canterlot from orbit. But when they were doing a test flight we hit them with the ‘harmony beam’, mistaking them for a star, and caused them to crash land here.”

“That is. The most. Convoluted. Theory. Ever!”

“It’s better than ‘Aliens did it’! It may work for Michael Bray, but not me.”

“Where was this skepticism during the Zecora incident?”

Applejack got between the two mares before the fight could escalate further. “Girls stop it. Now Twilight, ah admit I see Dash’s point. Their story is a bit sketchy, sketchier than Granny Smith’s hoofwriting even. But Rainbow, from what I can tell, they ain’t lyin’. Right now they are just a group of ponies that really could use our help, for now I say we can trust them.” Both Twilight and Rainbow Dash looked at the embodiment of honesty, then to each other, nodding and wordlessly agreeing she was right. “How ‘bout you three?” She directed to the rest of the group.

“They seem like a nice group, although Rattrap is a rather bit crude for my liking, but overall they’re good ponies. It wouldn’t hurt to help them out for now.”

“They have been through so much, lost so many friends. We should let them feel as welcome as possible.”

“Plus they might have more awesome stories to tell. Especially ones with Waspinator, he is hilarious!”

“Pinkie, Waspinator was a predacon. A bad guy.” Twilight reminded the pink pony.

“Well duh! It’s the villains that always have the best characters.”

Twilight had to admit to herself, Pinkie was right. “. . . Yes well, we’d better get back to the others.”

The mane six started walking towards the Maximals when Optimus walked up to them. “Do any of you know where we can get medical assistance? We are rather under equipped in terms of biological healing.”

One of Twilights eyebrows rose. “Why, is someone hurt?”

“It’s nothing.” Blackarachnia answered from where she was sitting, Silverbolt was holding one of her hooves.

Twilight walked over to see that Blackarachnia’s hoof was burned. Silverbolt scooted over to give her room to see it better. “Tshh, this is a pretty bad burn, we should get you to an emergency room. All of you in fact, you may have gotten banged up more than you realize in the crash. The Ponyville hospital is the closest, we’ll take you there.”

Rattrap rose to his hooves in an instant. “That’s it! If anything can prove our story, a simple X-ray will do it. C’mon let’s go!” Without another word Rattrap trotted off in a random direction.

“Actually, Ponyville is that way.” Twilight pointed roughly 90 degrees to the right of the direction Rattrap was headed.

“Oh, I see.”

It took them the rest of the night to reach the hospital. The sun hung low in the sky outside the window of the hospital room the maximals were collected in. Blackarachnia sat upon a table with a bandage wrapped around her hoof. With the exception of Silverbolt, who sat next to the table, the maximals were scattered about the room. Rhinox and Optimus looked out the window studying the strange new world outside. Cheetor was reading a magazine, attempting to anyway. Aside from clumsily turning the pages with his less than dexterous hooves, he couldn’t exactly read the language, but he did look at the pictures. Rattrap stood next to the door awaiting the doctor’s return.

Rhinox broke the silence. “They are a fascinating race, three different types, each with their own specialized abilities.”

Optimus continued looking out the window, watching the few ponies up at this hour go by. “The ones with horns, like the doctor, they seem to be capable of some kind of telekinesis. How do you suppose they can do that?” Optimus eyed Rhinox’s own horn.

“Hard to say. Perhaps their horns amplify their brain waves. Then again the only evidence of psychokinetic energy I’ve ever come across was Blackarachnia, which can be attributed to the Vok technology.”

“I wonder.” Blackarachnia thought out loud. She closed her eyes for a moment and her horn was suddenly enveloped in a green aura as was Rattrap who began to float off the ground.

“HEY HEY HEY! Put me down longlegs!”

Blackaracknia opened her eyes and the aura dissipated dropping Rattrap to the ground. “Still got it.”

“I swear to Primus, I will-” Rattrap halted midsentence when the door swung open and a caramel colored unicorn in a white doctors coat walked in.

“Well, Black-Arachnia was it?” He quickly looked at a clip board he held in his telekinetic grasp. “Aside from your burn, you are in perfect health; however I want you to be careful and avoid getting it infected. If it should anyway, you can come back and I will prescribe you some antibiotics.”

Rattrap cleared his throat to get the Doctors attention, “And the rest of us Doc?”

“From what you’ve told me you all are very lucky to have lived through a rock slide without injury, let alone live at all.”

“Eh yea that’s nice.” Rattrap waved his hoof towards the doctor. “You didn’t happen to notice anything out of the ordinary, didya?”

The Doctor looked from Rattrap, then to the other maximals. He lowered his head and whispered to Rattrap. “Not to sound rude or anything, but you should really bathe more than you do.”

“So I’ve been told.” Rattrap said with annoyance, clearly the doctor was blinder than a bat with cataracts. “I mean did anything unusual come up on the X-ray?”

“I assure you, aside from hygiene, you are the healthiest ponies I have seen this year.”

“You’re certain there is nothing physically unusual with us?”

Now the doctor was becoming agitated by Rattrap’s pestering. “If I show you your x-ray will that satisfy you?”

“It could.”

The doctor’s horn glowed and a negative of a pony and its internal parts appeared before Rattrap.

“No, no, this isn’t right.” What Rattrap saw wasn’t a puzzle of miscellaneous mechanical parts he was familiar with since he was an alpha unit. What he saw was a horse’s skeleton and nothing more. “This has to be the wrong one.”

The rest of the maximals looked over Rattrap’s shoulder to see the horrific truth of their new forms.

“There aren’t that many Stallions of your. . . . ‘stature’ around these parts. I wouldn’t make that mistake.”

Optimus could see the uneasy feeling in the faces of his comrades. “Thank you doctor, we’ll take our leave now.” The doctor nodded and winked the x-ray out of existence before he left.

The waiting room was empty save for Twilight, Applejack, and Rainbow Dash, plus the few nurses coming in and out of the room. Twilight was currently setting the Elements of Harmony back in their jewel box, getting them perfectly placed.

“Twi, they’re just going to get ruffed up on the trip back.” AJ attempted to point out the futility of the act.

“It helps pass the time, who knows how much longer the maximals will be in there.”

“Not long at all.” Dash pointed out the team of six ponies entering the room.

Twilight shut the box and walked to meet them halfway. “So how are you guys? The doctor didn’t find anything wrong did he?”

Rattrap just kept walking towards the door, not even looking at Twilight. “I don’t want to talk about it.”

Twilight Turned to Optimus. “What’s wrong with him?”

“We were just presented with some unpleasant news.”

“UNPLEASANT NEWS!” Rattrap shouted from before the doors. He walked back towards his comrades. “Finding out you have a scraplet in your t-cog is unpleasant news. Waking up with Gold Plastic Syndrome is unpleasant news. Now, finding out that the very essence of who you have been your entire life has been taken away from you? That is. The worst. News. Ever!”

“Keep it down please.” A disgruntled nurse pony called from the front desk. “There are patients here that are still asleep.”

Optimus addressed the nurse. “I’m sorry mam; we’ll try to calm him down.” The nurse nodded and returned to her rounds. “Rattrap I’m going to need you to not panic.”

“I’m not panicking, for your information boss monkey, or maybe it should be boss Mustang, this is pure rage.”

“Can somepony tell me what’s goin’ on?” Applejack addressed the group.

“Turns out we’re no longer techno organic.” Rattrap explained. “We’re just plain organic.”

“And that would mean?”

“We are no longer able to transform.” Rhinox stated clearly. “We are as we appear to be.”

“I knew it.” Rainbow dash blurted out with a smug look on her face. She was however met with Twilight’s face that told her that wasn’t the right thing to say. Dash immediately regretted the words that came from her, and broke eye contact with her purple friend.

Twilight turned back to the maximals. “So, what are you going to do now?”

The maximals turned to look at one another, each with a face of uncertainty. Cheetor looked back at Twilight. “No idea. To be honest, this kinda sent us back a few squares.” Cheetor gestured with his hoof at the rest of his body.

“Well if that’s the case, yall will probably be stayin’ round till ya figure it out. So why don’t we show you round town.” Applejack offered.

Optimus looked to his team. “I don’t see many other options.” The rest of his team nodded each saying that they may as well.

“Okay, follow us for the Ponyville grand tour.” Twilight lead the way to the door, picking up the jewel box telekinetically on the way out. She was followed by Applejack and Rainbow Dash who were then followed by Cheetor, Rhinox, Blackarachnia, and Silverbolt. Rattrap however did not move.

Optimus walked up to him. Optimus tried his best to reassure his crude and somewhat faithful follower. “We’ll figure this out; we’ve been in worse situations.”

Rattrap let out an exasperated sigh. “I know, I know. I just wish they would stop coming at us.”

“As do I.” The both of them turned to the doors and walked to the others waiting outside.

The group had been walking for about five minutes when Cheetor noticed the group was missing someponies. “Where are the others, the three that were with us earlier?”

“Ah, they had stuff they had ta do.” Applejack answered. “Fluttershy has animals she takes care of, and Rarity said she had ta get her boutique ready ta open. Although I’m sure she just used that as an excuse to get cleaned up, on account of the landslide we dealt with earlier.”

“Right, and the pink one?”

It was Twilight that answered this time. “She told us not to tell you, she wants it to be a surprise.”

The town had gotten a tad bit more lively and Rhinox noted the stares they were getting. “Twilight, is this town wary of outsiders?”

“No, in fact we welcome visitors better than any other town in Equestria. Why do you ask?”

“We’ve been getting nothing but stares since we left the hospital.” Rhinox turned to a mare that was currently looking over at them. She then quickly looked away and rushed off.

Twilight puzzled over this. She studied the Maximals and realized why they were getting looks. “It’s because you don’t have cutie marks.”

“Cutie whats?” Rattrap piped up.

Twilight was Just about to explain the concept when she was interrupted by an approaching voice. “Twilight!”

Twilight turned to see a familiar purple dragon running up to her. “Spike, you’re up early.”

Spike stopped running and crouched claws on his knees panting. “Where-gasp-were you? I’ve been looking-” But his attention was drawn to the maximals. “Who are they?”

“Oh right.” Twilight side stepped to keep from obstructing any ones view. “These are the maximals. Optimus Primal, Rhinox, Rattrap, Cheetor, Silverbolt and Blackarachnia.” She pointed a hoof at each one as she said their names. Then she motioned to her assistant as she addressed the maximals. “And this is my assistant Spike.”

Blackarachnia stared at the creature. “What is he? A talking lizard?”

“I’m a Dragon.”

Cheetor turned to Silverbolt. “Winged horses, talking unicorns, and now dragons? This place just gets weirder by the minute.”

“Said the alien robot shape shifter.” Rainbow Dash countered.

“Spike huh.” Rattrap slowly approached the baby dragon slowly. “Nah, he’s not wearing a hard hat.” This got a chuckle from some of the maximals.

Spike contorted his face in confusion. “What does a hard hat have to do with-” Spike shook his head, remembering what he came to tell Twilight. “That’s not important now. Twilight, Early Edition the paper colt just told me there was a giant dragon at the edge of town.”

“Dragon?” Optimus whispered, loud enough for only the maximals to hear.

“Is that all? I thought it was something horrible.” Rainbow Dash said with a tone that one couldn’t tell if she was being honest or sarcastic.

“Huh, what was it doing?” Twilight asked her assistant.

“I dunno, EE didn’t say. I just knew I had to find you.”

“Well we’ll have to see what he wants, before he starts a panic. Come on girls.” She then headed off in the direction Spike directed her, followed closely by Dash and Applejack. She momentarily paused to call to the maximals. “We’ll continue the tour later.”

“Optimus, you don’t think Megatron survived do you?” Cheetor asked his leader.

“How could he? He was outside the shuttle.” Rattrap countered.

“Megatron surviving would be the first normal thing to happen today.” Blackarachnia brought up an excellent point.

Optimus turned to look at his crew. “Megatron or not, we had better follow them just in case.”

Maximize

Maximize

Twilight Sparkle, Spike, Rainbow Dash, and Applejack had arrived at the far edge of town where the dragon had been sighted. Ponies had started gathering, but avoided going into the street to avoid being seen. High above the three girls saw a large red dragon circling above them.

Twilight turned to her own dragon assistant. “Spike, could you hold onto this while I deal with the big guy?” She then telekinetically handed the jewel box to Spike.

“What is it?”

“That box contains the Elements of Harmony, so be careful with it and don’t let it leave your sight.”

Spike fumbled the box, almost dropping it at the revelation. Once he firmly held the precious item he looked back to his mentor with determined eyes. “You can count on me!”

“I know I can.” Twilight then walked out into the street. She turned her head to the sky and raised her voice. “Excuse me, Mister Dragon?”

The airborne behemoth turned his attention to the miniscule unicorn beneath him. He then dove to the ground in a manner that could only be described as though he owned the earth as he did the sky. When he landed the earth shook, not enough to knock a pony off their hooves, but enough to send chills of terror through them.

Twilight now stood before the dragon, which was towering above her and possibly the surrounding buildings. The smell of brimstone hung in the air nearly choking Twilight.

The maximals had arrived to the witness the scene unfold.

“What is she doing?” Cheetor exclaimed under his breath.

Optimus held out a hoof to ensure neither Cheetor nor the others did anything rash. “She seems to know what she’s doing. If it’s just a common creature here then we won’t need to assist. But even if it is Megatron, revealing ourselves will only cause harm to the Ponies in the area. Well just need to stand by until needed”

Twilight coughed a few times before she composed herself. “Uh hello. I’m sorry to bother you, but could you fly around somewhere else? I don’t mean to be rude, it’s just-”

The Dragon lowered his head eyelevel to Twilight so he could examine her with his burning yellow eyes. “Are you aware of a pony by the name of Twilight Sparkle?” He spoke in a voice that could be described as both soothing and slithering.

“It’s Megatron alright!” This time Silverbolt tensed up ready to attack.

“Steady now.” Optimus spread out his wings, a gesture to hold his team back.

Twilight was taken aback that a wild dragon would know her name, let alone one that would seek her out. “Uh yes, that’s me. How do you know my name?”

Megatron chuckled as he rose back to his full height. “You are a bearer of one of the Elements of Harmony. Your actions are nothing short of greatness.”

Rhinox turned to Optimus with concern in his eyes. “How would he know this? We haven’t been here half a day, and we don’t know the significance of these elements.”

“I know, something’s not right.”

Twilight rubbed her neck, trying to ignore that she was blushing. “Well I uh. . . I’m honored.”

“Do tell me,” Megatron continued. “Do the remaining bearers reside here as well?”

“Well yeah!” Dash burst into the conversation. She fluttered to Megatron’s level and saluted. “Rainbow Dash, fastest Pegasus there ever was, and the Element of Loyalty at your service!”

“Do they not remember us telling them about Megatron?” Blackarachnia asked enraged that the mares were freely telling their names to their old nemesis.

“And ah’m Applejack, Element of Honesty. Unfortunately the other three of us are busy at the moment. Did you need us for sumthin?”

“You could say that, an old acquaintance of yours asked me to do something for them.” Megetron flexed his claws. “They wanted me to kill you.”

“What!?” Megatron swung his claw right where his targets stood. His claw cleaved only wind.

Being the fast pony she said she was, Rainbow Dash managed to grab Twilight and Applejack to fly them out of harm’s way. “Hey! What’s the big idea?”

“Were you not listening? How about I spell it out to you, my new employer wants you dead.” He unhinged his jaw and a stream of scarlet flame burst forward. Dash did her best to avoid getting herself and her friends burned, but the unnatural flame kept following as Megatron adjusted his aim. Megatron halted his current jet and took aim once more, and once he got a sight that guaranteed a hit he readied a deathly breath. At that moment something hit him in the head, redirecting his fire.

When he recomposed himself he found there was a silver colored Pegasus floating between him and his targets. “Megatron! You dare harm innocents? Are there depths you won’t sink to?” Silverbolt took a fighting stance in preparation for another attack.

“If it isn’t the chivalrous Silverbolt.... you’re a Pony.” Megatron was momentarily confused as to the fuzor’s change in form. “I take it you weren’t the only one to survive the crash were you?”

“You’ve got that right Megatron.” An all too familiar voice called to Megatron. When he turned to the source of the voice he saw, along with ponies retreating from sight, Optimus Primal along with what Megatron assumed were the rest of the maximals in pony form. “and we won’t stand by while you kill innocent civilians.”

“Aside from assuming they are innocent, how do you expect to stop me?”

“We have you out numbered.”

“I am a dragon.”

“Got ya there fearless leader.”

“Be that as it may, we have stopped you before and that isn’t changing now. Maximals protect Twilight and the others!”

Silverbolt dived to deliver another blow to Megatron’s face, unfortunately Megatron was expecting this and swatted Silverbolt out of the air. While Megatron was distracted Cheetor took this opportunity to run up to his right leg and pounded his fore hooves into the knee, increasing the force with every hit. Blacharachnia used her telekinesis to lift nearby objects, such as barrels and carts, and launched them at the offending dragon. Rhinox attempted to follow her lead, but failed to grasp how to control the mysterious force he was supposed to wield now.

While Megatron was distracted by his current attackers, Optimus decided to assist Silverbolt, who was now rising back into the air. He stretched out his wings, took a running start and leapt into the air. Instead of soaring into the heavens as he had done many times before, he glided only a foot off the ground for a distance of ten feet. “Right, no prime jets.” He recalled the times he had seen Airazor and Silverbolt had flown in beast mode by flapping their wings. He did his best to imitate this action, and by trial and error managed to get airborne. He shakily flew up to Silverbolt.

“Are you ready to teach this demon a lesson Optimus?”

“When am I not?” The both of them dove, fore hooves first to deliver a nasty blow to the foe below.

In the ensuing chaos, Rainbow Dash took the opportunity to hide herself and her two friends in an alley out of sight. “Those guys are the real deal.”

“Okay, so that’s Megatron.” Twilight stated to clear up her head swimming with thought. “I know I should have expected that, I just thought if he was here, he would have been turned into a pony like the others.”

“Hold on.” Applejack was peaking around the corner of the alley. “Ah only count five of them. Where’s ta other?”

“Lookin’ for me?” Rattrap walked out of the shadows of the alley.

“Rattrap!” Twilight shouted with concern. “What are you doing here? Shouldn’t you be out there with the others?”

“You kiddin’? I ain’t riskin my neck for no reason.” He emphasized by tapping his neck.

“Ah thought you we’re the type that doesn’t back down from a fight?” Applejack threw the diminutive stallion a scornful look. “That is if ah recall your story correctly.”

“Normally yes.”

“And yer not out there because?”

“Look kid, my specialties include espionage and sharp shootin. Reconnaissance won’t help in this situation and my superior aim is useless without a ranged weapon.”

Twilight tapped her chin. “So you’ll only be able to help if you have something to shoot with?”

“It’s not that simple.” Rattrap waved a hoof in Twilight’s face. “A quasar rifle ain’t operable less you have fingers. Sure I could do it if I had that horn voodoo of. . . . yours.” Rattrap trailed of staring at Twilights horn.

“Uh… Rattrap? What is it? Did I get something on my horn?” Twilight tried to examine her horn self-consciously.

“I just got what Cheetor would call an ‘Ultra Gear’ idea. Follow me Twilight Spackle.” Rattrap ran off in the direction opposite of the battle, which now escalated with volleys of fire.

Twilight ran alongside him. “It’s Sparkle, Twilight Sparkle. What are we doing anyway?”

“We have to get back to the shuttle, everything I need is there.”

“If that’s the case I have a faster way to get there.”

“How’s tha-?!” Before he could finish both he and Twilight were enveloped by a purple light and vanished.

Meanwhile at the battle grounds Rhinox was still desperately attempting to tap into his telekinesis. “Blackarachnia, how exactly are you able to do this?”

Blackarachnia had currently run out of carts and barrels and now was utilizing the splintered remains as ammunition. “It’s not that hard.” She then lobbied a barrage at Megatron. “Just imagine you have an invisible fifth appendage that can grab anything. Just don’t think too hard about it.”

Rhinox quieted his mind and did as she said. He turned his attention to a nearby pile of stones. He visualized the hypothetical hand extending from his horn and wrapping around them. Once the imaginary grip was tightened a golden aura surrounded both his horn and the stones. Rhinox continued this strange ability and lifted the clutch up off the ground. With a snap of his neck he sent the rocks sailing through the air to collide with the pre occupied Megatron.

“I can get used to this.”

Just outside the hatch of the Omega Delta Twilight and Rattrap appeared in a flash of light.

Rattrap patted himself to make sure nothing was missing. “Are my teeth supposed to be buzzing.” He then sniffed the air a few times. “And what smells like chlorine?”

“Don’t worry, those are just temporary side effects, Just make sure to stay hydrated and you’ll be fine. Maybe.” She walked into the shuttle ahead of Rattrap while he got his bearings. “So what do we need?”

“You let me worry about that.” Rattrap passed Twilight and pounded on the shuttle’s wall where a door opened. Rattrap reached in and brushed the contents on to the floor. “Just do what I tell you to do. We’ll need to make this fast.”

Back at the front Megatron decided to take flight to get out of range of the grounded maximals. Now he only needed to deal with Optimus and Silverbolt. He slashed with his claws, flailed his tail, and spewed flame.

Optimus and Silverbolt managed to avoid the worst of these assaults, but they were unable to return strikes and their new bodies, while being at peak physical condition, began to tire.

Down on the ground Rhinox, Cheetor and Blackarachnia could do nothing but watch. “Any bright ideas?” Blacharachnia asked not really expecting an answer.

“I do.” Both Blackarachnia and Rhinox were taken aback by Cheetor’s immediate answer. “Just let me get a running start.” He then ran about a quarter mile away from the aerial skirmish. He then turned about and ran as hard as he could, building speed with every meter. “I’m going to need a boost!”

Both Rhinox and Blacharaachnia understood the cat’s madness. Just as Cheetor was about to pass the two of them, they gained a telekinetically grab on the speedster. Then they lifted him into the air and let momentum take over. Cheetor careened through the sky and slammed his hooves into Megatron’s back.

Megatron was knocked off balance, drawing his attention from the pegasi and to the annoyance from his back. This gave Optimus and Silverbolt a chance to go into a glide and take a breather.

“What is this pathetic attempt of a battle Primal? My superior body can handle a thousand blows without consequence. One cleave of my claw and you will be on your way to the Matrix. Face it Primal, this is a battle where the victor was chosen from the beginning!”

“FRAG YOU DRAGONBUTT!” As these crass words reached Megatrons ears his left eye was blinded with a searing red heat.

The rest of the maximals turned to see Rattrap, who had been absent through most of the fight, had an odd contraption attached to his right foreleg which he had pointed at Megatron.

“INSOLENT VERMIN!” Megatron dropped to the ground and glared at the sharpshooter with his one good eye.

“Havin’ problems with your superior bod Megs?” Rattrap teased in his signature condescending voice. He them let loose more bolts of red energy from his wrist. This forced Megatron to attempt to defend himself with his arms and wings covering his face.

“Rhinox!”

Rhinox turned to see Twilight galloping towards him; she was also carrying two things in her telekinesis. “Twilight! This isn’t the best place for you to be.”

“I know, but Rattrap told me I should bring you these and that you’d figure out the rest.” She held two mechanical box like objects out to him, they almost looked like circular saws with maces attached to them.

A smile spread across his muzzle. “Oh that Rattrap thinks of everything doesn’t he?”

Megatron just about had it with this. “You want fire? You can have it!” he removed his wings and arms from the front of his face and blasted a jetstream of flame. Rattrap barely managed to evade the blast, slightly singeing his tail in the process. Megatron was about to follow up with another breath, but was once more interrupted by what felt like a wall of stings. He turned to see Rhinox operating his signature chain guns with his golden aura. Megatron fell to all fours and pounded the ground signaling that he surrendered.

Optimus landed next to Rhinox placing a hoof on his shoulder telling him to stop. Rhinox complied and ended his attack. Optimus approached the fallen dragon, his entire side salted with partially melted ammunition. Cheetor, who had managed to not only hang onto Megatron’s back but also avoid the gunfire, jumped down and walked past his leader to regroup with the others. Optimus stopped walking when he could clearly look into his enemy’s good eye.

“You have won this round Primal, but I will never lose this war. I shall see to the demise of the maximals.”

Optimus rose on two hooves and slammed Megatron’s head into the ground. “You listen to me Megatron. I will never allow you to win, not on earth, not on cybertron, and certainly not here. I will not let you get away with hurting anyone, pony or cybertronian, not without consequence. I will never let you win, even when my spark is extinguished.” He then released Megatron.

Megatron rose up back to full height. “Proud words Optimus Primal, they’ll only worsen your failure when it comes.” With a powerful beat of his wings, Megatron ascended into the sky and shrunk into the distance.

Optimus turned and walked back to his team. “Well done to all, especially you Rattrap.”

Rattrap flexed his gun leg showing off his new gadget. “Aw boss, you’re making me blush.”

“Where did you get that anyway?” Blackarachnia asked her rodent like teammate.

Rattrap held out the contraption for all to see. “Made it myself, with Twilight’s help of course.” The thing was a jerry-rigged mess of straps, wire, a power cell and a laser barrel, with a triggering mechanism wrapped around his hoof. As he was showcasing his new tech he noticed something. “Hey Boss, you’ve got somthin’ on your rumpus.”

All attention was turned to Primal’s flank, awkward as it was. Instead of the dark gray fur that was there before, a red familiar catlike insignia took its place.

“Congratulations Optimus.” Twilight spoke. “You’ve just earned your cutie mark.”

The sun had lowered as Twilight, Rainbow Dash, Applejack and the maximals walked down the currently empty road.

“So let me see if I have this straight.” Rattrap began to relay what Twilight had told them about cutie marks. “When a pony does somethin’ that makes them realize what makes them who they are in life they get a magic tattoo on their butt?”

“Err, in a sense yes.” Twilight answered, granted she would have put it a different way.

“. . . . This planet is weird.”

“Do I really need to repeat myself?” Dash quipped.

Applejack elaborated why Optimus got his. “When Optimus got in Megatron’s face bout how he wouldn’t let him win anything, he showed an incredible amount of courage and leadership. Which is why he got tha symbol of yer team on his flank.”

“Still weird.”

“You’ll get used to it, ah we’re here.” Twilight pointed out to the group that they had reached their destination. Which was a house that looked to be made entirely from sweets.

“And the weirdness meter has broken.”

Cheetor turned to Twilight. “What is this place?”

“You’ll see.” Twilight walked up to the literally sweet looking house and walked inside followed by Rainbow Dash and Applejack.

The maximals hesitated, until Optimus ventured forth into the darkened interior of the house, the rest followed suit. Once the last maximal had entered, Cheetor this time, the lights flashed on and they were met with several out of sync shouts of “Surprise!”

The interior was covered with colorful party supplies, steamer and balloons. As well present were a substantial number of citizens from the town.

“What’s all of this?” Rhinox stated in both concern and surprised.

Pinkie Pie bounced toward the Stunned maximals. “What can’t you read the sign?” She pointed to the banner that hung from the ceiling.

“Actually no.”

“Oh right, different worlds and stuff.” Pinkie rubbed her neck sheepishly at this revelation. She perked up the next second with as much spirit as she had before. “Well it says ‘Welcome to Ponyville Maximals and congratulationsonbeatingadragonthatactuallyturnedouttobeyourarchnemesisfromanotherworldhowdidImissthat?itsoundslikeitwasawesome!” Pinkie inhaled deeply, due to reading the banner in one breath. “I added the last part last minute.”

The maximals just stared at Pinkie, having no honest idea of how to make of any of this.

“What are we standing around for, Let’s PARTAY!”

After getting over the awkward start, the maximals began to enjoy themselves and mingled with the town’s residents. Silverbolt and Blackarachnia had engaged in pleasant conversations with a few other couples. When I say pleasant, I mean as pleasant as Blackarachnia would let them be without blanching. Cheetor engaged in the various games, doing rather well in fact, not to mention catching the eyes of quite a few mares. Rattrap resorted to inventing his own games, Such as making near impossible shots with his blaster ‘The Ratshot’. Shooting a cupcake off some ponies head, utilizing reflective surfaces to hit a cake behind a counter, much to the owners chagrin. Rarity was there as well asking Twilight and Applejack if they were alright from the most horrendous ordeal. Meanwhile Rainbow Dash was attempting to coax Fluttershy out from beneath a table. Unfortunately she wouldn’t on account of there being a dragon on the loose. Optimus and Rhinox however stood off to one side of the room, too concerned from the day’s events to fully enjoy the festivities.

Optimus voiced his concern to his oldest friend. “Megatron specifically came here to kill Twilight and her friends. We were here by chance, his agenda didn’t include us.”

“The question is, why? What would he gain?” Rhinox took a sip of punch.

“What I want to know is how he even knows about these girls, the elements even, while we barely know what’s going on.” He looked to Rhinox. “As far as we know Megatron has the upper hand.”

“What do you suggest we do?”

Optimus mulled over the options. “If Megatron has motive to attack these girls, then we must protect them at all costs.”

Rhinox gave an understanding grunt. “Should I gather them all so we can make plans?”

Optimus shook his head. “No, let them have this moment of innocence for now, just until the party is over.

Megatron sat upon a cave floor picking out bits of shrapnel from his scales. “I would have preferred that the maximals died in the crash like you said they would.” Megatron seemed to speak to nothing. But he responded as if someone was indeed talking to him. “I may be powerful, but I still am only one dragon.” He flexed his claw to symbolize the power he held.

Silence.

“I don’t doubt I have kindred spirits in this world, but building alliances takes time and they have their numbers now.”

Silence.

Megatrons eye widened. “You can do that?”

Silence.

“Just worry about getting them here, I’ll deal with any issues of loyalty.”

Silence.

“I will need all of them, all of them. We can’t risk taking chances.”

Silence.

Megatron gave an evil chuckle. “Yessssss, it’s all coming together.”

Once the party had ended Optimus gathered the mane six and the rest of the maximals to discuss what to do with the situation at hand. Optimus advised that for at least tonight that they all should stay in one place. There were a few complaints about all of it being unnecessary, but eventually agreed that while there was a megalomaniac dragon on the loose; sticking with the maximals was in the best interest of the girls. They had also agreed to stay at Twilight’s house/library so the maximals could get a chance to learn more about the world they currently occupied.

Night had fallen as they all walked towards the library.

Both Optimus and Twilight took the lead. “I am sorry for the inconvenience this may be Miss Sparkle.”

“Oh no I understand, we all do.” She glanced at the rest of her friends to reassure herself. “and you can just call me Twilight.”

“Stars sure a purty tonight.” Applejack stated.

Rhinox turned his head up wards to gaze at the twinkling lights. “They sure ar-Optimus.”

Optimus along with the rest of the group looked heavenward to see what Rhinox was looking at. “What, what is it?”

“Don’t those constellations look familiar to you?”

Optimus’s eyes opened wider as the realization dawned on him. “By Primus spark!”

“Are ya tellin’ me that not only did we not make it back to Cybertron, but we didn’t even leave earth?!”

In the darkest hours of night, high in the stratosphere, a rift of dark energy divided the heavens. From the rift poured orbs of light. Eight spheres of malicious intent.

As if to answer the darkness’s challenge, a second rift formed, and from it came five more orbs of light. These spheres came with a far more virtuous intent.

As the celestial scars closed, the lights fell to the planet below.

Terrorize

Terrorize

Optimus awoke in an unfamiliar place. His mind was fuzzy with the events of the previous day and his newly organic eyes were blurry. His wings ached from the over exertion of relearning to fly.

He blinked several times until the image of the sun bathed room was before him. The room resided inside of a hollowed out tree and all along the walls were shelves lined with books. In the center of the room was a round table that had various books on it. Sitting at the table was Rhinox and Twilight looking over some sort of manuscript. Next to a staircase that leads to an upper loft, was a sleeping Rattrap cuddling his modified laser gun like a teddy bear. He occasionally muttered some words, some along the lines of “Lousy preds.” Or “Stick it up your aft lizard brain”. Silverbolt lay next to the door that lead out side. Neither Cheetor nor Blackarachnia were anywhere to be seen, although Optimus remembered that Blackarachnia was staying in the bedroom with the rest of the girls as a precaution.

Optimus rose to his hooves and walked over to Rhinox and Twilight. “Have you two been up all night?”

“Is it morning already?” Twilight looked out the window and saw that the sun had indeed risen. “I guess we were really caught up in teaching Rhinox to read Equestrian.”

“How is that going?”

“Better than expected actually, Rhinox is a quick study.”

“It wasn’t that hard to tell the truth.” Rhinox admitted while he continued reading the tome before him. “Much of it is similar to the human language English, though with a few distinct differences.”

Optimus nodded, not having much to contribute to the current conversation he changed the subject. “Where is Cheetor?”

Twilight answered. “Oh, Rainbow Dash had to get back to maintaining the weather, but Rhinox wouldn’t let her leave on account of you know who, so Cheetor volunteered to make sure nothing bad happens to her.”

Optimus turned to Rhinox with both a puzzled and agitated look. “Why didn’t you wake either me or Silverbolt? Rainbow Dash can fly, Cheetor can’t.”

Rhinox turned to his leader. “I did suggest that, but then Miss Dash started going on about how no one could possibly keep up with her speed. Well that’s when Cheetor jumped in with his own boasts about his speed. Before we knew it they were gone.”

Optimus sighed and shook his head. “They had better keep out of trouble.

“If you want you can just back out.” Dash stretched her wings. “No one will know and you can save yourself the embarrassment.”

Both Dash and Cheetor stood on a grassy hill just outside of Ponyville. Earlier Rainbow Dash and Cheetor had gotten in a heated argument about who was faster. Not long after that they figured out that words were meaningless and decided that a race was what was needed to settle their dispute. So here they were, with the course being the perimeter around the small town.

“Please, I haven’t had a decent run in weeks.” Cheetor stretched his legs.

“Don’t say I didn’t warn you.” Both of them stood side by side ready to see who was faster. “Ten laps around, no shortcuts. Ready, setgo!” In barely the blink of an eye Dash had vanished in a prismatic blur.

Once she had completed her first lap, Dash decided she could risk a quick glance to see how far back her opponent was. What she was surprised to see was that even though she was ahead of Cheetor it wasn’t by much. In fact He could touch her back hooves if he wanted to.

“Pretty good, but can you keep up?” and before Cheetor could respond, Dash blasted forward faster than any average pony could catch up with. What she forgot was that Cheetor wasn’t average and had only been a pony since the day before. When she looked back again, Cheetor was closing the gap she oh so briefly created. “What?! How?!”

“Come on Dash. I go on midnight strolls faster than this.”

Rainbow Dash could barely believe it; he was actually keeping up with her and he wasn’t even breaking a sweat. She knew that he was the fastest and quite possibly the most athletic of the maximals, but that was when he was a maximal not the pony he was now. Nopony had ever been able to match her speed, let alone an earth pony. ‘Although there were those times with Pinkie Pie, but those don’t count. Because it was, well Pinkie.’

She shook her head to get her brain back on track. “Alright speedster, let’s see how you handle Mach one.”

This time Cheetor was ready, because when Dash surged forward so did he. Now both of them were neck and neck, both of them mere streaks of color to observers. Cheetor tore out the ground while Dash left a vortex in her wake.

Unconciously Dash rose into the air building up even more speed with every wing beat. She began to feel resistance from a barrier all too familiar to her. It was her only chance, if she was going to maintain her status as fastest pony alive, she would need to break the sound barrier. She flew faster and faster as the invisible obstacle wrapped around her. “Almost there. . . . Wait, what is that?” she slowed down as quickly as possible. As she glided sideways she got a clearer look at what had caught her attention. “Is that. . . .” She squeezed her eyes tighter, attempting to clarify that she was seeing what she was seeing.

Cheetor noticed that the cyan Pegasus was no longer by his side. He dug his hooves into the ground and skidded to a halt, tearing the ground and nearly hitting a tree. He looked about and found her hovering behind several meters up. “Hey Rainbow! Why’dja stop?”

“Cheetor, you’ve got to see this, I haven’t seen anything like this in my entire life.”

“You know, I’d love to, but I left my prime jets in my other body.”

Rainbow Dash rolled her eyes and dived at Cheetor. She wrapped her fore hooves under his forelegs and flew him up into the sky. “How’s this?”

A slightly startled Cheetor took a minute to focus on a shadowy figure off in the distance. “Is that a scorpion?” Indeed off in the distance was the largest scorpion either of them had ever seen, about the size of a two story house. It wasn’t just its size, but the fact that its exoskeleton seemed to have been made of the night sky. Fourteen stars ran from its stinger and ended at its head with two stars on each claw.

“Twilight said something about that sort of thing before; they’re like Ursa Majors, only Scorpions.”

“Ursa Major?” Cheetor looked at her slightly confused. “Like the constellation?”

“Err, well yes. I mean no. I mean, I dunno. By Celestia’s wings I wish I had paid attention to Twilights lecture.” She paused to go over what she had said. “On second thought never mind.”

The starry scorpion didn’t seem to be doing anything. It was just looking around, not trying to find something, more of waiting. It occasionally clicked its claws nervously.

Cheetor then spoke up. “It isn’t headed for town, so we aren’t in immediate danger.”

“Then you don’t know Ponyville.” Rainbow then let out a chuckle at the unfortunate dark truth of that statement.

“Get me in close then. I’ll keep an eye on it while you go tell Optimus.”

“Why me? You’re clearly almost as fast as me, why don’t you tell your own boss?”

“Because I’ve had experience fighting giant scorpions.” He gave Dash a serious look.

Dash reluctantly conceded. “Fine then, I’ll let you have this this one time.”

She then set him down just outside the scorpion’s field of vision. The distance between the scorpion and Ponyville was roughly a mile, not much distance when contending with a giant scorpion.

“Try not to die alright; we still have a race to finish.” She then turned and flew towards the center of town.

Cheetor turned to keep watch on the oversized arachnid. Memories of bad experiences with a few particular arachnids flooded his mind. “Maybe I should have gone back.”

“A scorpius? Are you sure?” Once Rainbow Dash had returned to the library, she recounted the events of the morning. Twilight was both fascinated and surprised at the revelation of the midnight themed scorpion.

“Uh, if by scorpius you mean giant starry scorpion, then yes I am positive.” She pointed a hoof at her eyes. “Eyes like a hawk, don’t miss a thing.”

Rhinox walked up to the two girls. “Are scorpius a common creature?”

Twilight levitated a book off of a shelf titled ‘Manifestations of Midnight’. “Well, while it’s not impossible for them to wander from their habitat, it isn’t likely to find them this far from the dessert.” She took a quick glance at a section of the book specifically pertaining to scorpius. She then rested the book on the table. “We had better check it out.”

As Twilight headed for the door, she was stopped by a charcoal gray wing. “I’m sorry Twilight, but I think it would be better if you stayed here while we take care of this.”

“Optimus, with all due respect, my friends and I have had experience with this sort of thing.”

“You mean like yesterday?” Optimus gave Twilight a dead serious look. Twilight could feel herself trying to shrink away. “Not even a day has passed and already you have something at your backdoor.”

“Well, I uh-“

“With your lives at stake, I just can’t take any chances.” He then turned to Rhinox. “Let’s go.” Rhinox complied and grabbed his chain guns as he exited the tree. Optimus followed, but stopped just as he was through the door. He turned to the girls. “Could you wake up the others and have them meet us there?”

“I suppose.”

Optimus nodded and disappeared from view.

“Aw com’on.” Rainbow Dash exclaimed once she was sure the two maximals were out of earshot. “I don’t see why we can’t go. What’s the worst a giant scorpion can do?”

She was met with Twilight giving her a ‘do you understand the words coming out of your mouth?’ look.

“Point taken.”

“Let’s just wake up the others.”

Cheetor didn’t have to wait too long when Optimus arrived at the scene. “Glad you could make it.”

“Has it done anything?”Rhinox asked as he sized up the creature.

“Not really, he just seams lost.”

“Well Optimus?”

“Make contact.” He said as he unfurled his wings. “Stay close.” He then flew over to where he would be in the creature’s field of vision.

The scorpius scuttled back a few steps as the Pegasus approached. It shifted its eyes and clicked its claws nervously.

“Hello, I don’t mean you any harm; I am only here to help. My name is-”

It was at that moment the scorpius caught sight of the marking on Optimus’s flank. Its eyes narrowed in hatred. “MAXIMAL!” It then swung its claw at Optimus.

Optimus narrowly escaped the attack. He then recognized the monster’s oafish voice. “Scorponok?! But you’re dead.”

“Dead? Ha! You would be so lucky.” Scorponok then swiped at Optimus with open claws attempting to cut him in half. His face was then met with a short burst of bullets.

“That’s enough Scorponok.” Rhinox kept his chain guns aimed at the predacon’s head.

Optimus landed next to Rhinox. “Our surveillance of the predacon base informed us that you and Terrorsaur perished in lava during the quantum surge. How are you not only alive but here in Equestria?”

Scorponok thought about what Optimus was saying, but the more he tried to remember the more his head began to ache. He held his claws to his head trying to remember how he ended up in this new world. “Darkness, always darkness, but then. . . . then. . . .”

“Optimus!” Silverbolt’s voice came from behind the maximals. As Silverbolt flew towards them, Blackarachnia and Rattrap approached from the ground.

Scorponok took notice and his focus returned. “So that’s it, playing mind games while you wait for backup. Well you’ll never catch me off guard again!” He then rushed the maximals, snapping his claws and swinging his tail.

The maximals scattered avoiding Scorponok’s attacks. What they soon realized was that a scorpion of his size had limited flexibility and was no good in close quarters combat. As the maximals continuously struck Scorponok’s exoskeleton he tried his best to back away from the onslaught. Scorponok realized that he would lose this battle if he couldn’t turn the tide.

From the shadows of a nearby forest four figures watched the ensuing battle

“Well, well, well, looks like Scorponok is in a bit of a bind.” A rather sinister voice stated.

“He wouldn’t be in that mess if he hadn’t wandered off.” A shrill voice spoke.

“Well do we just stand here, or do we join the fray.” A third spoke in a thick Russian accent.

The last voice, a half-crazed one spoke up. “If any of you had any true loyalty to the royalty, you would assist me in helping our brother in arms.”

“Yes, you three go. Lure them here.” The first voice spoke once more. “I will prepare a surprise for them.” A maniacal cackle escaped him as he disappeared into the darkness.

Scorponok Managed to back off a ways once the maximals felt that he had had enough.

Optimus stepped forward to speak. “Well Scorponok, will you surrender and come with us quietly?”

“Surrender to maximals? I would rather die by ingesting scraplets whole.” He shakily rose to his full height and readied his claws.

As the maximals readied for another round they were caught off guard by a maniacal war cry. “FOR THE ROYALTY!” they whipped around to see a fire ant the size of a car charging at them.

The maximals scattered once more, unfortunately they weren’t able to gang up on the ant that was faster and better built for close range combat. Blackaracnia and Cheetor, being the most agile and fastest of the maximals engaged the maniac insect with many improvised martial arts moves.

Rhinox kept his chain guns on Scorponok as Rattrap readied his ‘Ratshot’ “Inferno too? What other creeps will crawl through the cracks today?” As if to answer his question he was hit in the back of the head and the world went blurry.

Rhinox saw Rattrap staggering around in a daze. “Rattrap, what’s wrong?”

Before he could answer, Rattrap was hit several times by an unseen force and fell to the ground.

Rhinox pointed one of his chain guns in the direction of Rattrap, looking for any hint as to where the perpetrator was. His attention was brought to patches of grass being pressed down unnaturally. Instinctively he fired a round in the general area and a feral scream was let out.

The clear air turned to solid black. Now standing before Rhinox was a panther, red blood trickled slowly down its back left leg that had been grazed by one of Rhinox’s bullets. “Проклятие это органическое тело!” The panther shouted as it attempted to guard its wound.

“Ravage.”

Ravage shot Rhinox a death glare. “Da, that is who I am, and you shall be dead soon.” The inexplicably Russian panther then vanished into thin air.

Rhinox went back to his rapid fire sweeping. Unfortunately he was unable to hit his target this time and his chain guns were struck out of his telekinetic grip.

Ravage reappeared and prepared his claws for another attack. Rhinox readied his stance, and in the next moment both of them were striking each other hoof and claw.

In the heat of the fight both Optimus and Silverbolt took to the air. They saw that the others were so preoccupied that Scorponok was free to do as he pleased. Both Silverbolt and Optimus silently agreed that they would deal with him. But as they dove they were clipped by a red blur. When they stabilized they saw before them what looked like a dragon, but instead of arms its wings took their place. It was smooth and streamline, no spikes or horns, save for the crest sprouting from the back of its head.

“Going somewhere?” It spoke in a screechy voice.

Optimus gained an annoyed glare. “Terrorsaur I presume?”

“Optimus Primal you remember me, I’m flattered.” Terrorsaur then turned to the silver Pegasus. “I don’t believe we’ve met.”

“Meet one underhanded predacon void of morals and you’ve met them all.”

“Fair enough. Well that’s it for introductions, let’s get this over with.” No sooner had he said that he flew right at the airborne maximals and sent them spinning. Before they could recover Terrorsaur grabbed Sliverbolt and threw him right into Optimus. This time they recovered before they fell to their demise.

Terrorsaur flew right over them. “Catch me if you can Primal!”

Both Optimus and Silverbolt gave chase as Terrorsaur flew away faster and faster.

. . . .

The maximals failed to notice that the predacons were controlling the fight so that they could lead the maximals into the nearby forest.

Back at the library Twilight and Rainbow Dash were sitting at the table, waiting for the maximals to return. Dash tapped one hoof on the table while she rested her head on the other. Twilight just looked at the books that lay on the table. They barely noticed the other four of their friends descend the stairs.

“Mornin’ girls.” Applejack greeted the two at the table. When they gave a barely audible answer she looked about the room. “Where’s Optimus an ta others?”

Twilight snapped out of her stupor. “Oh, Dash and Cheetor found a scorpius just outside town so they all went to see what it was about.”

“What?!” A rather annoyed pink pony exclaimed. “I missed them fight a dragon and now I’m missing them fight a giant scorpion?”

“They said it was for our own good.” Dash remarked crossly. “We’ve been in dangerous situations before and came out better than ever.”

“Yes but. . . You heard what they told us about Megatron.” Fluttershy attempted to remind them meekly. “He’s really dangerous, probably more than King Sombra”

“He’s far more cunning than Chrysalis.” Rarity stated.

“Far more blood thirsty than Discord.” Applejack added.

“Crueler than Nightmare Moon.” Twilight finished.

“Yeah I get that.” Dash began channeling her frustration into her wings and floated above them. “But they didn’t go to fight Megatron. They just went to check on a giant scorpion. We do that sort of thing on a daily basis. If we let the maximals have us stay behind for this sort of thing, what’s next? I’ll tell you, they won’t even let us leave this tree! Well I’m sorry but this pony isn’t going to be shoved onto the sidelines.” She then flew at the door and slammed it wide open as she flew out.

As the remaining five recovered from the outburst, Twilight headed for the door. “She’s right, killer dragon or no killer dragon; we have our duty to this land.”

She was followed by both Pinkie and Rarity, leaving Fluttershy and Applejack in the room.

“Sh-should we go to?”

“Ah know Ah’m goin’, someone has to keep them outta trouble.”

“Well, if everyone’s going. . . Then I should too. It’s not like anything bad is supposed to happen.”

“That’s the spirit girl.” Applejack was halfway through the door when she stopped abruptly.

“Is something wrong Applejack?”

“Hmm, oh!” Applejack just rubbed her chin with her hoof. “I jus thought I had heard something about a scorpion recently. Ah well, can’t be that important.”

It had been about fifteen minutes since the predicons had herded the maximals, save for an unconscious Rattrap, into the forest. Scorponok was far too large to fit through the tree line, so he remained outside making sure the maximals didn’t double back.

The six bearers had finally arrived at the scene, only to see the enormous scorpius monitoring the tree line and Rattrap lying on the ground several yards away from said creature unmoving. The girls circled around the maximal, attempting to wake him.

“Mr. Rattrap, o-or is it Mr. Trap? Can you hear me?” Fluttershy gently rocked him, hoping to avoid aggravating any serious injury.

Rattraps eyes opened, but they drifted around unfocused. His mouth opened slightly, exposing his buck teeth, it remained opened until he exclaimed. “BANANAFISH!” His hoof sprung upwards involuntarily and smacked Twilight in the nose.

“Oh dear, he seems to have a concussion.”

Twilight rubbed the end of her muzzle. She then looked over to the scorpius guarding the forest. “The maximals must have gotten on the big guy’s bad side and now it has trapped them in the Everfree forest.” Twilights eyes widened. “They’re in the Everfree forest!”

The rest of the girls gasped while Rattrap mumbled something about his great uncle Daniel.

“They may be capable soldiers, but there’s no way they are prepared for what’s in there.” Rarity stated with concern in her voice.

Dash floated above the group. “Well it’s clear we have to get them out of there, but not with ugly blocking the way.”

Twilight thought for a moment, and in no time at all had a plan. “Applejack, do you think you and Rainbow Dash hold off the scorpius while I go in and get the maximals out?”

Applejack looked at Dash, who had a look on her face that said ‘not a problem’, then turned back to Twilight. “Sure can. Ah would feel more confident if I had mah rope though.”

Just as she said that a pink hoof held what was indeed a rope an inch from her face. “Will this work?”

“Aaah, yes.” Applejack cautiously took the rope in her own hoof. It was a very nice rope, strong and practically new. “Wheredja get this Pinkie.”

“Rope vendor.” Pinkie then raised a hoof directing the girl’s attention to a white stallion pushing a mobile stall displaying various ropes.

“They said I was crazy for having a mobile shop selling just rope. Who’s laughing now Macy?”

The only response was from the still dazed Ratrap. “You! Soldier! You’re out of uniform. Put on some pants.”

Twilight and the rest did their best to push this turn of events from their minds and carry on with the task at hand. “Pinkie you’ll come with me to get the maximals.”

Pinkie saluted Twilight. “Yes mam.”

“Fluttershy and Rarity, you stay with Rattrap while he recovers.”

“No worries Darling, we have it covered.”

Twilight then signaled Dash and Applejack to begin their assignment. The two of them made their way slowly so they didn’t alert the arachnid.

When the two mares got a good distance from the group, Rattrap began to be coherent. “Uff, what happened?” He gingerly rubbed the sore spot on the back of his head.

“Easy now Rattrap.” Rarity placed a hoof on him so he wouldn’t make any sudden moves.

“You took a nasty blow.” Fluttershy informed him. “You must have really upset that scorpius.”

“You don’t know the half of. . . . Say why is it just you four?”

“Well,” Twilight began. “The scorpius has trapped your friends in the Everfree forest, so Applejack and Rainbow Dash are going to distract it while me and Pinkie go in and bring them out.”

Rattrap just looked back at her in utter disbelief. “Are you insane?”

Twilight was quite taken back by this. “You may be explorers and fighters, but you haven’t been here long enough to handle the dangers of the Everfree forest. We have been there many times, we can handle it.”

Rattrap just replied with indignant sarcasm as he crossed his forelegs. “Well I suppose if you say that, then you can handle preds as well.”

“Wait what?!” Twilight’s eyes widened.

Fluttershy began to shake. “When you say preds, y-you mean predicons?”

“Those ruthless blood thirsty barbarians?”

“The same. That thing you keep calling a scorpios, that’s Scorponok. Inferno’s here too. I was knocked out before I could see if anymore were here.”

“But you said they were all dead!” Twilight was really flipping out now. “How are they alive and here even?”

“You ‘spect me to know? I’m as in the dark as you.”

“Alright, yes.” Twilight did her best to calm herself down. “It’s okay, we’ll be okay.” Then realization hit. “APPLEJACK AND RAINBOW DASH!”

Applejack and Rainbow Dash were just about close enough to sneak attack the scorpius when Twilight shouted from halfway across the field. The scorpius became alert to the sound and tuned to see what was making the noise. Then it saw the cyan Pegasus and orange earth pony.

“Oh thanks a lot Twilight!” Dash fluttered in rage. “We were almost there!”

“Maximal reinforcements!” Scorponok then began flailing his claws and tail.

“Hay! Since when could scorpions talk?” Applejack did her best to jump out of the way of his claws.

“Who cares?” Rainbow Dash managed to avoid the stinger with ease. “Aw come on are you even trying?” Scorponok swung his tail at her once more, but Dash evaded without even thinking. “Let me make this easier for you.” She then flew into the reach of his claws.

“Rainbow what are you doing!?”

“GRRRRR! HOLD STILL MAXIMAL!” Scorponok snapped his claws viciously at Dash.

She managed to avoid his claws. “Okay, one I’m not a maximal, two why should I?”

Now the scorpius was creating a flurry of claws, every one attempting to bifurcate the mare, only for Dash to expertly dodge them and blowing raspberries every so often. In his fury, one of Scorponoks claws locked up. A look of panic, at least what could only be assumed as one, crossed his face. Now not only did he have a flying horse taunting him, but now his claw wouldn’t close.

Dash just floated there with her hooves on her hips. “Well, I bet that’s awkward.”

“Shut up!” He flailed his locked claw at her with the hopes that he could close it on her. Then his claw did snap shut, but it didn’t cleave Dash in twain, she was too far out of reach for that. What did happen no one saw coming.

Once the claw was shut, Dash heard what sounded like a sonic boom then felt a wall of concussive force hit her and sent het flying several yards back before she hit the ground. She could barely move let alone breathe.

Applejack could only stand there slack jawed. All she saw was the claw close, it didn’t even touch her.

Scorponok looked at his claws; he opened them wide enough to lock into place, then he released them with more cracks of thunder that rippled through the grassy plain. If he had a regular mouth rather than the mandibles he had, he would be smiling like an idiot. He then saw that the orange horse was still there, still in range.

Applejack saw him aim a claw at her. “Aww shoot.”

Ambush in Everfree

Ambush in Everfree

A roll of thunder ripped across the grassy plain as Twilight, Rarity, Pinkie, Fluttershy, and Rattrap watched as Applejack was propelled through the air by the invisible force emitted by Scorponok’s claw.

“WHATJUSTHAPPENED?WELLIKNOWTHATAPPLEJACKFLEWTHROUGHTHEAIR,BUTSHEISN’TAPEGASUSUNLESSSHE’SBEENAPEGASUSTHEWHOLETIME-”

Twilight took her pink friend by the shoulders. “Pinkie! Calm down.” She shook her a few times to get her friends attention.

“Oh right sorry.”

Scorponok turned to see the ponies that were still standing and began his charge.

All of the girls froze to that spot. None of them could think of what to do. This thing charging at them had taken down their most battle ready ponies with one hit each.

His claws clicked like the hammers of pistols.

What can you do against something that commands an unseen force?

Obviously this question never crossed Rattrap’s mind.

A beam of red energy struck the arthropod in the face, blinding and causing him to veer off course and miss the frozen ponies. The girls began to move once more to see Rattrap prepping his gun for another attack. “Get your friends, I’ll handle bug boy.”

Twilight nodded and directed the rest to run to their fallen friends.

Scorponok scuttled around to charge at the rat turned pony, claws still open.

Rattrap just stood still, ready to fire another round into Scorponok’s face. “Bring it!”

Rainbow Dash laid flat on her back, ears ringing, gasping for air, but alive. Fluttershy and Rarity entered her field of vision, asking her questions than she could barely hear. She rose up to a sitting position. “Owww.” He ribs really hurt, whatever that thing did packed a mean punch.

She saw Fluttershy’s mouth something that she assumed was “Easy now.”

Out of the corner of her eye she saw Twilight and Pinkie guiding a very sore Applejack over to the rest of them. Now Dash’s hearing began to clear up.

“What in tarnation was that?”

Twilight set Applejack next to Rainbow Dash. “I have read reports of a species of shrimp capable of using their claws to create pressure waves, but I’ve never heard of a scorpius being able to do that.”

“You don’t suppose it’s because it’s a predacon?” Rarity questioned.

Dash gave her a look of surprise. “Wait, what?”

“I’ll tell you later.” Twilight didn’t feel like explaining anything right now, not with Rattrap fighting Scorponok on his own. She looked back to the fight. It was the same over and over, Scorponok charging while Rattrap shot him in the face before he got into firing range.

“Looks like the little guy can take care of himself.” Applejack remarked as she watched them repeat their methods over and over again.

“Yeah, but Rattrap can’t keep this up forever. Are you two alright?”

“I’ll be good.” Dash responded as she slapped her ears with her hooves. “As soon as the ringing in my ears goes away.”

“Ah’m just a bit sore, give me a bit and I’ll be bucking like nothing happened.

“Alright, now we just need a plan. Any ideas?” A pink hoof shot into the air. “Oh dear.”

Rattrap took a well-timed chance to check his gun. The energy was about depleted, probably only about one or two shots left in it. “Maybe I shoulda gone easy on the showboating last night.”

Scorponok turned about and continued his opened claw charge. Scorponok was a good fighter, but when it came to strategy he was seriously lacking.

Once more Rattrap shot Scorponok in the face and he veered off course. Then the Ratshot shut down, completely drained of power. Rattrap looked from the gun to Scorponok then back to the gun. Perhaps Scorponok had some strategic talent after all.

Scorponok about faced once more and charged Rattrap, for the last time.

Self-preservation kicked into overdrive and he began running at high speed. “I’m going to die!” Unfortunately Rattrap’s four equine legs were no match for Scorponok’s eight.

Scorponok reached firing range in no time. “Time’s up maximal!”

BANG

Rattrap heard the roll of thunder and was pushed forward by a wall of force. He was air borne now, turning end over end. When he rotated to where he was facing Scorponok, time slowed down. He watched as Scorponok closed his other claw at him.

BANG

Rattrap was thrown even further, hitting the ground harder than he would have liked to. He saw Scorponok slow down approaching the winded maximal.

“You have no idea how long I have wanted to do this.” The predacon opened his claw, not to fire another blast, but to cut Rattrap in twain.

Before he could though, the claw was wrapped up by a lasso. “WHAT!?” Scorponok followed the rope to the other end to see it was in the teeth of the orange, hat wearing pony.

She tugged hard on the rope and Scorponok’s claw closed tight. He turned to attack her with his tail, but Applejack tossed the rope up to Rainbow Dash who in turn wrapped the middle of the rope around Scorponok’s tail. As she tightened the rope a blue aura took the other end. With her white horn enveloped in magic, Rarity wrapped the rope around the other claw and tied it with a tight and complex bow.

Scorponok struggled against his restraints, only for them to tighten further. “RAAAAAAAAAAAAA! You will regret this!”

Twilight trotted into view, her own horn glowing with energy. “I think you should calm down. All of this yelling can’t be good for your blood pressure.” She then let loose a bolt of magic into Scorponok’s face.

Scorponok felt energy leaving his body. His eyes could barely remain open and his legs struggled to support his body. Soon his legs gave out and he fell to the ground with a more than audible thud. The only sign given that he was still alive was the heavy snoring of a deep sleep.

Twilight turned around to see Pinkie and Fluttershy supporting Rattrap. “Congratulations Pinkie, Your plan worked.”

Rattrap cocked his head to the side as he shouted. “WHAT?”

Pinkie got just a bit cross with that reaction. “Oh come on, I know I’m not a plan maker, but it shouldn’t be that surprising.”

“Um, actually Pinkie,” Fluttershy continued to support Rattrap as he started smacking his ears to try to get his hearing back. “I think it’s just because he has temporarily lost his hearing, I think.”

“. . . . Oh.”

Twilight walked up to Rattrap. “How are you feeling?”

“Say again?”

“HoW aRe You fEELing?” This time she over enunciated the words.

“Oh, aside from the numbness and ringing in my ears I can complain. That won’t stop me though.” He slouched over to rest a bit.

Twilight sighed in relief. “Good to hear.” She turned to the rest of the girls. “Well the good news is that Scorponok is out of commission. The bad news is the rest of the maximals are in the Everfree forest with who knows how many predacons.”

“Why are we standing here talking then?” Rainbow dash rose into the air. “Let’s go kick some predacon flank!”

“Wait! Rainbow Dash, we have to form a plan of attack!”

“I already have a plan. Attack!” And she disappeared into the forest.

“…Well, there goes the tactical approach.” Twilight along with her friends plus Rattrap followed Dash into the forest.

As the ponies entered the Everfree forest, nine glowing green eyes kept watch from the shadows.

“Well, well, well, what have we here? KEE HA HA HA HA!”

Twilight trudged at the head of the group. “Only Rainbow Dash would be so careless.”

“Ah don’t get it. She knows there’s predacons here, why would she just rush off on her own?”

Pinkie merely bounced along. “To move the plot forward.”

“Come again?”

“Well if she didn’t go, we’d still be standing in that field talking.”

“You make it sound like we’re in some kinda story.”

“It could be. Who wouldn’t want to read a story about transforming robots turned into ponies?”

As Pinkie and Applejack were debating such a concept, Fluttershy and Rarity were attempting to strike up a conversation with Rattrap.

Fluttershy turned to Rattrap. “Are you feeling alright Mr. Rattrap?”

“I’m fine Flutters, and it’s just Rattrap. Adding a mister just makes me feel old, sheesh.”

“Oh, sorry.”

“Rattrap, if you don’t mind me asking, could you tell us a little about yourself? I mean before the beast wars.”

“Eh, not much ta tell. I wasn’t much different than I am now, cept the part about bein’ a pony. Definitely happier times.”

“It sounds like you really miss home.”

“Um,Rarity.” Fluttershy muttered.

“Sure do. I’m not really into nature like Optimus or Rhinox. No my place back in civilization.”

“I, uh-”

“Oh I know what you mean . Don’t get me wrong, Ponyville is nice and all, but the city life has so much more to offer.”

“I have something to say.” Fluttershy was shouting now, well, relatively speaking anyway.

“Relax darling, we’re listening.”

“Oh, um we seem to have lost twilight and the others.”

Rattrap and Rarity looked about to see that it was just the three of them on their own.

“My goodness. Did we make a wrong turn?” Rarity swung her head back and forth searching for the other three.

“Yall’re being real quiet back there, is everythin’ alright?” When Applejack got no reply she turned around to discover that Rattrap, Rarity and Fluttershy were missing. “Twi, we lost someponies.”

“Fantastic.” Twilight threw her head back in frustration. “Well we’d better go back for them while they’re still nearby.” Twilight, Pinkie and Applejack turned and began to backtrack. “Can this day get any worse?”

Just as she said that Pinkie’s hoof broke a nearly invisible thread. She was then wrapped up in a net which dragged her off into the forest.

“YOU HAD TO SAY IT! YOU HAD TO SAY IT!” Was all Twilight and Applejack heard as the darkness consumed her.

“Pinkie!” When Twilight tried to follow her, she broke another thread and another web sprang up from the ground and separated her from Applejack. “Applejack!” She moved to the web. Along every strand were barbs deterring any physical contact. She looked left and right only to see that the web went on forever. “Don’t worry, I’ll get rid of this in a sec.” As her horn began to glow Applejack stopped her.

“Don’t worry none ‘bout me Sugarcube, you might set off another trap. You go after Pinkie, I’ll get tha others.”

“Are you sure? We’re all lost enough as it is.”

“Trust me.” She turned to follow the path from where they came. “Better Hurry If you want ta catch Pinkie.”

Twilight watched her friend disappear down the road before she turned to head in the direction Pinkie was dragged in.

Pinkie continued being dragged through the forest. It was a little scary at first, but now it was fun. “WHEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE!” It wasn’t until she was dragged off of a cliff did the fun stop. She was now currently swinging halfway down a ravine. “Well that was fun. I’m going to have to find out how to set this up so I can have another go.” She swung in silence for a little while. “Where am I anyway?” She twisted her body to turn the net so she could see the surrounding area.

She gasped once she had spun around completely. Spanned across the ravine was an enormous web. In the web were five cocoons, each encasing a pony, covering everything except the muzzle. An odd thing about Pinkie, even if she had only known you for a day she could identify any feature as yours. And she recognized those muzzles as the ones belonging to the five missing maximals.

“Enjoying my collection?” Pinkie heard the voice coming from above. An enormous purple tarantula, about four times the size of a pony, walked down the web, stepping over the maximals, until all nine of its glowing green eyes were looking straight at Pinkie.

Pinkie’s face contorted from one of fear to one of anger. She pointed an accusing hoof at the arachnid. “You meanie! What have you done to my friends?”

“Not to worry my sweet.” The spider rubbed his palpus together. “My cyber- no wait, I suppose it’s just venom now. Anyhow, my venom has not sent your friends to the Matrix just yet. I’ve just subdued them so that I may have time to decide how I shall consume them.”

A look of horror was plastered on Pinkies face. “You’re a horrible spider.”

The spider prodded one of the maximals, one with a black muzzle, coaxing a groan from her. “Sticks and stones my dear. Oh, where are my manners, my name is-”

“I know who you are. You’re Tarantulas, mad predacon scientist with very questionable eating habits. Cheetor and Rattrap told me all about you.”

Tarantulas took a moment to stare at the mare. “I’m afraid you have me at a disadvantage then.”

“Oh I’m Pinkie Pie, Ponyville’s peppy pink party pony.”

“Right, Well then-”

“Whoa, whoa, whoa.” Pinkie stuck out one hoof and waved it around while the other held her head. “I feel like I’ve been here before. Did we meet before in Derpy’s basement, or is that a different story?”

“. . . . No we haven’t.”Tarantulas stared at the pony for about a minute before he spoke again. “If we could please return to the situation at hand.”

Pinkie perked up with a smile on her face. “Okie Dokie.”

“Now, tell me, are there any other ‘ponies’ here with you?”

“Oh yeah, there’s my friends Twilight, Rarity, Applejack, Fluttershy, Rainbow Dash, and my newest friend Rattrap, he’s a bit grumpy but I know I’ll get him-waaaaait. This is the sort of thing I shouldn’t be telling you is it?”

“Indeed it is my dear.” He then asended the web. “Kehehehehehe. Six little Ponies all alive,” He disappeared as he exited the ravine. “One kicked the bucket and then there were five.”

Pinkie waited until she was sure he was gone before she did anything.

“Whew, I was beginning to think he’d never leave.” She stuck a hoof into her mane and began rummaging around. “Don’t worry guys, I’ll get you down faster than you can say Pineapple. Now let’s see.” She held up a small booklet. “Passport, nope.” She tossed it into the ravine and continued to pull other objects out of her mane. “House keys, nope. Spoon, nope. Magnet, nope. Banjo, nope. Stuffed otter, nope. Dinner mints, nope. Flare gun, nope. Mallet, nope. Radio, nope. Socks, nope. Rubber ducky, nope. . . .”

Applejack stood in the midst of trees, one looking like another. “Ah don’t remember coming this way. Maybe the varmint who set up those traps is responsible for getting us lost.” She lifted her hat to scratch her head. “Well what now.”

As she shifted her hooves she felt a rumbling beneath them. She put the side of her head to the ground. She was familiar with this sound; she heard it every summer when the gophers decided her orchard was prime real-estate. Something was burrowing underneath her, and it was getting closer. She scrambled out of the way. She sought refuge where the trees were closer together, where the roots made it tough to burrow. The ground began to rise where she had just been standing. The ground erupted and an enormous red ant emerged from the ground. It wasn’t like any ant she was familiar with; on its thorax were what looked like transparent wings. Such an unnatural creature can only mean one thing.

“Inferno!”

It scuttled around until it caught sight of Applejack.

“Prepare yourself maximal, for your death is at hand!” Inferno reared up on his back two pairs of legs and began his charge.

Applejack though fast, pivoting on her front hooves and bucked him in the face. He flew back a ways until he hit a tree. He shook himself out of his daze to see Applejack running off into the forest.

“Sorry, but ah don’t have time ta stay and chat.”

“Coward!” He chased after her through the trees. “Running away will get you nowhere! I shall burn this forest down if I must. For The Royalty!”

Applejack felt something hot wiz past her face. She saw a burning ball of napalm hit a tree in front of her. “Now that’s just taking ‘fire ant’ too dang far!” She didn’t stop, and neither did the fireballs. She had to think of something soon, if not she would surely die.

The thoughts of being burned alive faded away when she began to recognize a part of the forest she was familiar with. Now she had the advantage.

Inferno let lose another volley of fire. “At first I wasn’t too happy about my new body, but now I realize it’s still just as fun!”

Applejack smirked as she made a sudden sharp turn, revealing a cliff face to Inferno. The drone was unable to stop in time and skidded straight off the cliff. He let out a terrified scream as he fell into the thick mist below.

“Heh, not the smartest feller is he?” Just as she turned to resume her search for her friends, she heard a new noise. This too was familiar, it sounded like the buzz of a bee. She turned to look over the edge of the cliff. She saw the ant rise from the fog, suspended in the air by the near invisible blurs attached to his back. “Ah, horse apples.”

Rattrap, Rarity and Fluttershy were aimlessly wandering through the forest, unsure of where to go.

“This is just dandy.” Rarity pouted as she trudged. “We’ve been wandering around for hours. I’m also pretty sure we’ve just been going in circles.”

“I wouldn’t mind if it weren’t so boring here.” Rattrap growned. “Didn’t ya girls tell me this place was dangerous or something?”

The all stopped where they were.

“Now that you mention it. . . .” Rarity trailed off, glancing around at the unnaturally inactive forest.

“I don’t even hear any creatures.” Fluttershy crouched down to try to make herself unseen.

“F-Fluttershy, w-why would the animals be so quiet?”

The yellow Pegasus quaked with fear. “N-normally they would be hiding f-from something d-d-dangerous.”

“S-so like timber wolves?”

“T-timber wolves howl.”

“Then that would mean. . . .”

“Preds.” Rattrap took a ready stance, searching for anything that moved.

Now that they were all silent they could hear leaves fall and grass sway. Rarity saw the dirt of the path they were on getting pressed down. Small patches of dirt distorted, heading for the group.

“Rattrap!”

Rattrap turned to see Rarity pointing at thin air. He raised his right hoof, aiming his gun in the general direction. “Alright ya no good piece of slag, show yourself.”

Everything became a blur of action as a black panther appeared out of thin air and rushed the three defenseless ponies.

Twilight continued to follow the drag trail left by Pinkie Pie. “For Celestia’s sake, How far does this go?”

At about that time she came to a part of the forest where the trees were spread out enough to see the sky. It would be mid to late afternoon now, judging by the sun.

A shadow covered Twilight momentarily and was gone as soon as it had come. She scanned the canopy above her and saw something flying above the tree line. Before she could get a good look at it she was tackled back into a thicker part of the woods by a Technicolor blur.

“Rainbow Dash! What are you doing?”

“Get down.” Dash didn’t look at Twilight, instead she kept her eyes on the thing flying overhead.

Twilight took this time to get a decent look at this creature. It looked like a dragon, but it also had the resemblance of a bird. Its wings and arms were one in the same. Its head looked like a dragon’s but more streamline. It had spines running down its back and along its tail which ended in an arrow tip.

“That’s a wyvern.”

“Yeah, and even I know it has to be a predacon.” Rainbow Dash readied herself to take on the flying reptile that was no doubt four times her size.

Twilight placed her hoof on Dash’s shoulder to keep her from rushing into action. “You are not going to just get in a fight with that thing are you? You remember Scorponok right?”

“Yeah I remember.”

“Then why do you keep flying off on your own.”

Dash turned to Twilight. “If I can take down a predacon by myself, then I get exclusive bragging rights. Who am I to pass that up.”

“Well maybe you’ll get that chance latter, but right now we need to rescue the maximals.” Twilight then contorted her face. “And quite possibly everyone else.”

“Well what’s the plan then?”

A screechy voice came from above them. “I have a few ideas.”

Both mares looked up to come face to face with the wyvern, who was perched up in a tree. He then dropped to the ground, causing Twilight and Rainbow Dash to run in opposite directions.

Twilight composed herself. “Let’s see, red, flyer, scratchy voice. You must be Terrorsaur.”

A smug grin spread across his face. “I see my fame precedes me. Not surprising though.” He began clawing his way towards Twilight.

“Dash, distract him while I think of something!”

“No problem!” Dash about faced and launched herself at Terrorsaur, head-butting him square in the ribcage.

He wezzed, trying to regulate his breathing. “You are *gasp* going to regret that!” With a wing beat he ascended above the canopy.

“Oh no you don’t.” Rainbow flew right after him.

Dash chased Terrorsaur over the trees. Terrorsaur was fast, compared to most flyers, but to Rainbowdash it was pitiful. She used many areal maneuvers to unbalance him just before she’d fly at top speed and smash into him hoof first.

Luckily for Terrorsaur Wyverns were as durable as dragons and unluckily for Dash this gave him all the time he needed to think.

As Rainbow came in for another attack, Terrorsaur folded his wing and fell. While Dash continued forward Terror summersaulted until he had her in his sight. He then unfurled his wings flew forward at top speed.

Rainbow Dash had slowed herself down enough to turn. She learned too late that that wasn’t the wisest move. No sooner had she turned about she was caught in the crushing talon of Terrorsaur. She struggled and tried to pry herself out, no good.

“Hey Egghead! Now would be a good time for your plan!”

Down in the forest, Twilight focused on Terrorsaur. “I really hope this works.” She was then enveloped with a purple flash and was gone.

For a brief moment Terrorsaur could have sworn that the ambient light around him had a purple hue. He then thought he felt something holding onto the base of his neck. He turned his head enough to see a purple pony hanging onto him. “What in the name of the pit?!”

“Alright Twilight!”

Twilight stared wide eyed into the wild blue yonder. “Sweet Celetia, I can’t believe that worked!”

Terrorsaur smirked smugly. “I’m sorry but this flight doesn’t take kindly to stowaways.” He then started to spin and dive hoping to throw off the new pest.

Twilight managed to keep from screaming enough to zap a beam of energy into the back of Terrorsaur’s skull.

Terrorsaur stopped flying erratically, but now he was free falling back down to the forest.

“Is this the plan?” Rainbow dash shouted, still in the grasp of their advisory.

“Not really, I sort of panicked when he started thrashing.”

As the forest came closer and closer, the girls began to register fear and instinctually clung tight to Terrorsaur and screamed like little fillies. As if by divine intervention Terrorsaur fell towards a ravine in the middle of the forest. He fell at an angle at terminal velocity until he came to a stop in midair. Rainbow Dash was released and both she and Twilight flew forward. Dash’s quick reflexes kicked in and she caught Twilight and landed safely on the bottom of the ravine.

Twilight got to her feet. “No offence but I don’t think I’ll be flying for a while.”

“Your loss.”

The both of them turned to where they came from ad saw a paralyzed Terrorsaur suspended in the air by an enormous spider web.

“Twilight look!” Dash directed Twilight’s sight towards a more central part of the web.

Twilight gasped as she saw five pony sized cocoons. Before she could say anything she heard a familiar voice come from above her.

“Twilight! Rainbow Dash! Just the ponies I wanted to see.”

Both Twilight and Dash looked up to see Pinkie in a net about twenty feet above them.

“Pinkie?!” Rainbow shouted. “What are you doing up there.”

Pinkie swung happily back and forth. “Twilight jinxed me and I was caught in a trap.”

“It was a coincidence.”

“So you say. Any way I tried to cut myself down, but I accidentally dropped my switch blade.” The pink pony pointed below her to a mound of miscellaneous items not far from Twilight and Rainbow Dash.

“How did we miss that?” Dash asked confused.

Twilight just stared at the pile deadpan. “I really shouldn’t be surprised.”

Pinkie got their attention again. “I think it landed on my holocaust cloak, next to the glockenspiel.”

Rainbow Dash trotted over to the pile and sure enough found the spring-loaded blade resting on top of a flame retardant black cloth. She picked it up in her hoof. “Why do you of all ponies have a switchblade?”

Pinkie responded with an indignant look. “Don’t tell me YOU don’t have a sketchy past.”

The prismatic mare didn’t press the matter any further, flew up and cut the net, dropping Pinkie on the pile with an odd squeak.

Pinkie shook off the fall and started to bounce toward the web. “Alright now all we have to do is cut down the maxis and get out of here!”

“Leaving so soon?” Tarantulas descended from one side of the ravine. “The rest of the guests are about to arrive.”

“Aww.” Pinkie deflated. “Jinxed myself.”

Twilight looked at the enormous spider in amazement, fear and anger. “What do you mean ‘guests’?”

At that moment several whoops and hoolers as well as explosions of fire came from over one side. Another explosion and Applejack leapt over the cliff and slid down the steep wall. “Heads up y’all”

She was followed by a large fire ant spewing flames. “HAHAHAHAHAHAHAHA! BURN, BURN IT ALL DOWN!”

From the other side came more yelling. Twiligh squinted and saw Rarity, Rattrap and Fluttershy being backed toward the cliff’s edge. Rarity was telekinetically waving a stick at a black panther that was trying to claw at the trio.

“You stay back you horrid feline!”

Ravage lunged forward, forcing the three to back up. Rattrap and Fluttershy lost their footing and slid down the ravine. Rarity was distracted enough by this that Ravage took the opportunity to lash at her causing her to fall in too.

Ravage leapt down in pursuit. “Decepticon навсегда!”

Now the Mane six and Rattrap were surrounded by three predicons.

“Alright girls, I’ll get the maximals while the rest of you deal with these chumps.”

Rainbow jumped right into action. “Dibs on the ant!” She then flew at inferno and they both engaged in a battle of air and fire.

Pinkie held her switchblade and lunged at Ravage. She had a crazed look in her eyes. “You want to dance pretty boy?! HUH?! Well do ya?!”

Applejack joined her fellow earth pony. “Let’s show these varmints how we do things in equestrian.”

Rarity retrieved her stick and began swinging it at Tarantulus. Rattrap picked up some rocks and began throwing them at the purple arachnid.

Now that the remaining predacons were occupied, Twilight called to Fluttershy. “Fluttershy, I’m going to need your help getting the maximals down.”

Fluttershy silently nodded and flew to the first cocoon. She tried to tug it free of the web, but the threads were too strong. Twilight used her magic to cut the strands, allowing Fluttershy to set the cocoon on the ground. Twilight unraveled the cocoon releasing the silver backed Pegasus inside.

Fluttershy checked his pulse and breathing. “He’s alive, thank goodness.”

Twilight turned Optimus to see his other side. On his shoulder were two puncture marks. “Spider bite.”

“Can you help him?”

“I have a venom extraction spell, but it’ll take some doing.”

Twilight closed her eyes and placed her horn between the bite marks. Her horn glowed and a green liquid began to flow from the punctures,

Optimus’s eyes fluttered open. His body ached and his head hurt like the pit. As his eyes focused they laid rest upon a familiar purple unicorn. “Twilight?”

Twilight was pulled out of her trance. “Optimus! It’s good to see you’re alright.”

Optimus groaned as he shakily got to his hooves.

Fluttershy placed a restraining hoof on him. “Don’t push yourself too much. You might hurt yourself.”

Optimus gave Fluttershy a small smile as he regained his balance. “Don’t worry, give me a few minutes and I’ll be right as rain.”

Twilight once more got the yellow pegasus’s attention. “We should get the other’s down.”

Fluttershy nodded once more and flew up to another cocoon.

Optimus turned his gaze to the battle unfolding not far from him. An aerial battle of fire and rainbows, an invisible black panther fighting a country mare and a party pony throwing everything at him (including the kitchen sink), and an eight legged menace being abused by rocks and branches. He then turned back to the two mares who had rescued him who were now freeing Cheetor.

He shook his head and smiled. “In all of my years.” Feeling the effects of the venom where off, he cracked his neck and took flight. He flew at top speed, bucking Inferno in the thorax. Rainbow hovered in place and stared at him, waiting for him to say something. Optimus turned to her. “Need any help?”

Rainbow grinned. “Only if you’re willing to take chances.”

“I think I can.”

As the fight continued, one maximal after another joined the fray, until the twelve ponies overwhelemed the three predacons. Tarantulus, Inferno and Ravage; all battered and bruised, huddled together.

“I must admit.” Tarantulas hissed painfully. “That could have gone better.”

Rainbow Dash turned to Optimus. “So what do we do with these guys?”

Optimus puzzled over this. “I don’t supposed there’s a prison in Ponyvile we can use?”

Twilight shook her head. “I don’t think a conventional prison can hold them. I could make a spell that can-” She was cut off by a screechy voice from behind.

“What is that?” Most of the ponies turned to the now conscious Terrorsaur. His eyes seemed far off. “Do you hear it?”

The ponies listened, but could only hear the natural sounds of the forest.

“Eeeeeh, I think your auditory circuits need work.” Rattrap remarked. “I don’t hear a thing.”

Terrorsaur paid no attention to Rattrap, or anything else. “It’s beautiful.”

“I hear it too.” Taratulas as well as the other predacons were in the same trance like state.

Without warning the predacons ran off in an unknown direction, while terrorsaur tore himself from the web and flew after them.

The ponies tried to pursue them, but an unnatural fog rolled in and hid the predacons from sight. The fog left as soon as it came, and the predacons were nowhere to be seen, not a trace remained.

Scorponok awoke, still hog tied, but that didn’t matter to him. What mattered was the sound he was hearing. It was similar to the resonance of glass, but far more beautiful. He felt something in this alien song. It called to him, it was pulling him somewhere. He felt compelled to find its origin, more than anything before. He stood up and headed for a mountain range in the south, from where the song called to him.

Celestia’s sun hung low in the sky. The maximals and mane six exited the forest, dejected that they had lost the precons but happy to be alive. Twilight and Optimus lead the group back to town.

“Twilight.” Optimus stared straight ahead towards the town. “I want to apologize.”

“About what?”

“This morning, when I told you to stay behind, I didn’t think you could handle situations this dire. Had you not come for us, I don’t even want to consider what would have happened.” He turned his head to look at his team, alive and well.

“No, you were right to think that. We’ve never been through anything like that before.” She looked Optimus in the eye. “I’m glad we have you here looking out for us.”

Optimus smiled and turned his attention back to the road ahead. “The six of you are looking out for us; it’s only fair we return the favor.”

Applejack spoke up. “It’s been quite a day, if ya’ll told me this mornin’ that Ah’d be tangoing with an ant, I’d have said ya’ll were nuttier that a squirrel in a jar of peanut butter.”

“Yeah it was a pretty awesome day.” Dash interjected. “I bet this is going to make a very interesting letter to the Princess.”

Twilight’s eyes shrank down to nothing. “THE PRINCESS! How could I have forgotten!” Not waiting for any reaction from the rest of the group, she ran down the road faster than ever before.

The group remained quiet, staring at the dust cloud Twilight kicked up, until Rattrap spoke up. “So, now we’re dealin’ with princesses?”

The sun was setting behind the mountains as five predacons climbed and flew up the mountain. They were still in a trance like state, compelled by an unknown force to climb. They reached a cave near the top of the mountain. Once at the mouth, the predacons awoke from their trance, confused and unsure of why and how they had gotten there.

Thunderous footsteps sounded from the darkness of the cave. Out of the shadows emerged Megatron. Terrorsaur shrank back in fear and Taratulas stood stoic only to have his shifting eyes betray him. The three remaining loyal predacons revered the red beast.

“It pleases this drone to no end to be in your presence royalty!”

“Indeed, it is good to look upon familiar faces.” Megatron scanned over his reunited troops. “And this is only the beginning, oh yessssssss.”

Once more the twelve ponies decided to stay at the library. However the maximals came to an agreement that the mane six were capable of taking care of themselves and could go back to their daily lives tomorrow. The girls were extra happy about it.

Several minutes before the rest had arrived, Twilight had frantically wrote an extra lengthy report to Celestia concerning the maximals, predacons and the events that had happened previously. When the remainder of the group arrived, after Spike had sent the letter, Twilight was still kicking herself for not informing the Princess of such important information sooner. Her friends managed to calm her down, reassuring her that Celestia was an understanding ruler and wouldn’t hold anything against her. Twilight was back to her old self before long and everypony was relaxing in the main room.

“Hey Optimus.” Cheetor broke the silence. “Those preds we fought today, they all died back on earth.”

Optimus let out a concerned hum. “Yes, it concerns me as well.”

“Actually, that’s not it exactly.” Cheetor looked at his leader with a hopeful look in his eyes. “If the preds came back to life, then do you think. . . the others, like Tigatron, could come back as well?”

“Don’t get your hopes up kid.” Rattrap answered soberly. “As much as I’d like to insult ‘Lizard Brain’ again, this may be as good as it gets.” He gestured with his hoof to everyone in the room.

Optimus let out a sad sigh. “Rattrap may be right. There are forces at work here that we don’t understand. We shouldn’t hope for them to follow our own wishes.”

Cheetor’s ears drooped as he let this information sink in.

Rainbow looked at him and could feel her heart breaking. He was so happy an full of energy before, it just wasn’t right for him to looks sad.

The somber moment was interrupted by Spike's belch of green flame, which materialized a scroll tied with a ribbon.

The maximals blinked at this display, muttering various “How?”, “What?” and “Eh sure, why not.”

Twilight opened the scroll and quickly read its contents.

Rarity attempted to read over her shoulder. “What does it say darling?”

Twilight put down the scroll and looked at everyone. “Looks like we’re going to have to postpone getting back to our daily lives. The Princess wants to meet the maximals.”

Author's Note

Primus almighty, where have I been the last two months? Sorry for the long wait, I just had a sever cause of writters block. Alright from now on I'm just going to update whenever, no set dates.
Hopefully the fact that it's a long chapter makes up for being gone for so long, 6000+ words!

Yes fire ant drones do have wings, so now Inferno can still fly without a robot mode.

Seriously, don't ask Pinkie about her switchblade. You don't want to know.

If you catch any typos I missed, please tell me where so I can fix them, thanks.

Canterlot

Canterlot

Canterlot castle shined white in the morning sun. The castle itself served as a backdrop for Celestia’s early morning stroll through the statue gardens. Unlike most mornings, the princess wasn’t there to admire the stonework, her mind was elsewhere.

“Celestia?”

The white alicorn turned to see Twilight approach her. “Good morning Twilight, is there something you need?”

“I just came to tell you that breakfast will be served in the dining hall soon.”

“Ah yes, thank you Twilight.” Celestia paused before speaking again. “Would you walk with me in the gardens? It has been a little while since we have just talked for the sake of it.”

“I don’t mind.”

The both of them walked side by side further into the garden.

“How have you been adjusting? Since the descension I mean?”

“I think I’m doing good considering. Until the maximals arrived everything was falling back to how it was before the coronation.” Twilight furrowed her brow. “It’s like it never happened. I don’t know if that’s good or bad.”

“Do you miss being an alicorn?”

“Don’t get me wrong, I really liked being able to fly, but I couldn’t bear to think what might have happened.” Twilights mind went back to nearly half a year ago, the day she sacrificed her power.

The purple alicorn princess flew through the clouds over the expansive land that was once Equestria. Now it was a wasteland covered by an evil ooze of hate and discontent. Twilight’s heart wrenched as the horrid abomination ran amok unhindered across her whole homeland. She couldn’t dwell on it now, she was almost to her destination, she hoped.

“He had better keep his word.” With a flap of her wings, the clouds parted revealing an enormous fortress floating among the heavens. Unlike Pegasus cities which were made of clouds so that they remained sky bound, the construct itself was made entirely of metal. Twilight marveled at the paradox before her.

No longer had she found the fortress in the sky, she entered through a large window and found herself in an enormous room. It was, sterile. Smooth metal paneling covered the walls while steel tiles made the floor. Nothing else occupied the room.

A voice came from the far side of the room. “I apologize for the lack of décor. However the use of this room is pending and I just don’t want to get ahead of myself.” The sight of the thing wheeling itself towards her was unsettling.

The thing was obviously a white furred diamond dog, once. Now barely any of the original creature remained, only the right half of his face and upper right torso to the elbow. For the rest of him, it was as if he was becoming one with his domain. Metal components were grafted to the rest of his body, mechanical prosthesis replacing his limbs. While the arms functioned, it was apparent his legs did not, due to the needed use of the wheel chair it sat in.

Twilight approached this abomination of wonder. “As much as I hate to say it, I need your help Doctor Baskerville.”

Baskerville grinned. “The Elements of Harmony did nothing to the Smooze did they?” He placed the tips of his metal claws together. “Just as I predicted, hmm?”

Twilight looked into his cold dead eye. “The Elements removed the effects from the infected ponies, but neither they nor Discord could stop the Smooze.”

“Of course not,” He wagged his finger as if he were a teacher correcting his student. “This particular strain of liquid fungus has adapted to resist magic. That’s the trouble with the Princess sealing her problems away, rather than destroying them. Now nothing can stop it, nothing except my genius.”

“That’s why I’m here.” Twilight wilted slightly. “I accept your terms.”

“Are you certain?” Baskerville rolled closer to Twilight. “You will lose your alicorn magic permanently. Perhaps you should think it over some more?” He smiled showing his canine teeth. “Who knows, maybe you shall have better luck in the dry season when the spores are released.”

“I’ve made my choice. It’s better this way.”

“Good, then give me your hoof.” He held out his steel paw. An iris opened on the palm, revealing a glowing white lens.

Twilight hesitated taking his paw. “You swear to keep your end of the deal? You will dispose of the Smooze and nothing more or less?”

Baskerville stared at her unflinching. “Upon the river of the damned, I swear it.”

Twilight took a moment to exhale and then put her hoof in his paw. His cold claws clamped tight as arcs of purple and white energy danced between the two. Twilight could feel the very essence of her being siphoned from her body. It felt wrong; this thing was taking away what she was always meant to be.

‘No, he can’t have it! I’ll find another way.’ She strained against the pulling sensation. It hurt; it felt like her soul was going to be torn in half.

“Please try not to fight it dear Princess, you’ll only kill yourself doing that.” He leaned in closer. “Remember why you’re here.”

‘Why I’m here?’ She thought of all of the infected ponies breaking into fights allowing their rage to take over. Her friends, last she saw of them they were evacuating as many ponies as they could. Celestia and Luna, protecting the whole of Canterlot, using every ounce of their power to keep the Smooze at bay. Her parents, staying strong for their daughter. Shining Armor and Cadence, had it reached them yet?

‘There’s no other way. Whatever happens, I hope this is the right choice.’ Twilight relaxed and allowed her power to flow into Baskerville.

“Good. Don’t worry my dear; the doctor will make it all better.” The energy arcs intensified and the room was bathed in white light.

When the light faded Twilight felt weak. Her legs were shaking, she could barely keep her head up and her wings felt numb. A strong wind blew in from the window behind her; dark gray feathers flitted passed her face.

“Ah, I’ve forgotten what it feels like.” Twilight saw Baskerville steadily get out of his wheel chair. His mechanical paws clanked against the metal tiles. “I never thought I would walk again.”

Twilight knees began to buckle. “P-please. G-get rid o-of the s-smooze.”

Baskerville stood silent, smiling maliciously at Twilight.

“W-what are y-you w-waiting for?”

Baskerville turned his back to Twilight and walked towards the door.

“Y-you s-swore!” Twilight attempted to step forward only for her legs to give out. She fell to the cold floor watching Baskerville walk away as her feathers swirled around her. “B-Bask-ker-ville y-you s-son o-of a-”

Twilight clamped her eyes shut, using all her mental facilities to suppress the memory.

“Are you alright Twilight?”

Twilight gave her mentor a tiered look. “Just something I’d rather not live through again. Has there been any sign of Doctor Baskerville since. . . . well, you know?”

Celestia shook her head. “Ever since the Smooze miraculously disappeared, I have had some of my best trackers searching for him. No trace has ever been found.”

“I see.” Twilight inhaled deeply and let it out slowly. “I suppose it’s not as important now, considering what’s happened.”

Celestia’s face turned grim. “Yes, I will be sending out the patrols this morning. By tonight the entire country should know of the predacon threat.” A comforting smile formed on her face. “Enough of that for now, let us go inside.” Celestia stretched out a wing to guide Twilight back to the castle.

Cheetor wandered about the halls of the castle. It was large like the buildings back on Cybertron, but the layout was far from anything he was familiar with. Suffice it to say, Cheetor had easily gotten lost.

“Lookin’ for something kid?” Rattrap approached Cheetor from an adjacent corridor.

“Just got a little lost looking for the dining hall, I just can’t seem to get the hang of the layout here.”

“Just stick with me, I know my way around.” Rattrap turned around and walked back down the hall he came from.

Cheetor followed closely. “How did it go with Optimus last night?”

“Eh, he just berated me as usual. An entire year under his command and he still expects me to behave myself.”

Cheetor chuckled. “We’d be suspicious if you did.”

“Exactly.”

As they passed by a few rooms one of them opened up and Silverbolt walked out. He stopped in his tracks when he saw Cheetor and Rattrap. “Uh, good morning fellow maximals.” He stated nobly yet nervously.

“Mornin’ dogboy.” Rattrap noted the obviously odd behavior of the Pegasus. “What’s with the twitch?”

Silverbolt shifted from one hoof to the other. “Er, nothing, nothing at all.”

“For the love of the Matrix Bowser.” Blackarachnia appeared behind Silverbolt from the room. “It’s not like it’s a secret.”

Rattraps eyebrows wiggled mischievously. “Ohhh, I see. Couldn’t sleep?”

Silverbolt avoided eye contact. “That’s none of your business Rattrap.”

“I’m just curious, is it better as a pony?”

“That’s a private matter between me and Blackarachnia!” Exclaimed the flustered Silverbolt.

“Don’t take it personally Silver.” Blackarachnia nuzzled his neck. “The rat’s just jealous because no one would touch him with a ten foot pole.”

“How creative, another hygiene joke.” Rattrap deadpanned. “Seriously, I don’t smell that bad.”

Cheetor retorted. “You mean you’ve never noticed we only breathe through our mouths when we’re around you?”

“Pansy whiners the lot of ya.” Rattrap returned to the route to the dining hall.

The four maximals met up with Optimus and Rhinox entering the dining hall along with the mane six, Spike and the Princess. The hall was about the size of the throne room and shared many of the motifs; an enormous rectangular table was placed in the center of the room. Upon the table were various dishes, mostly dominated by vegetarian dishes and various pastries. There were a few other foods such as eggs, gemstones, even a large plate of cheese. Rattrap spared no time taking the seat closest to the cheese. With Celestia at the head of the table the rest took their seats with the maximals and equestrian natives mixed together.

Celestia started talking as all gathered began to eat. “How did all of you sleep last night?”

Optimus was the first to answer. “Very good actually, I can’t remember the last time I had a good night’s sleep.”

“Must be some kinda spell they put on the beds.” Rattrap stated between bites of cheese. “I only got two hours of sleep, but here I am fresh as a daisy. So to speak.”

Celestia stopped mid-drink as Rattrap said this. “No. No there is no such spell.” All sat in silence staring at Rattrap, unsure of what to make of this revelation.

Until Rhinox spoke up. “Well we aren’t exactly normal equines. Perhaps not all of our maximal traits have disappeared. At full charge a Cybertronian can go weeks without sleep.”

The rest agreed and left the explanation at that.

They continued eating until Rarity spoke up. “Speaking of sleep, what are the six of you going to do about living arrangements?”

Optimus knitted his brow. “We will need to stay somewhere in or near Ponyville, in the event the predacons attack again.”

Rarity politely wiped he mouth with a napkin. “Yes, but you can’t very well live in Twilight’s library forever.”

Twilight tapped her hoof on her chin. “That’s true, but you guys don’t have the bits to rent any rooms.”

“Ah could lodge ya guys in mah barn. It’s not comfy, but it’s roomy.”

Rhinox spoke up once more. “I’ve actually been thinking about this, and I think I have a solution that neither requires money nor does it impose any of us on anyone.”

“Spill the beans Rhinox.” Dash took a bite of toast. “What’s your plan?”

“We use the Omega Delta as our base of operations.” Rhinox stated simply.

Twilight quirked an eyebrow. “You want to live in your ship? Didn’t you have enough of that back on earth.”

“We might as well use it. Until we can get it flying again, it’s just going to sit there gathering dust.”

“I would be willing to provide you with anything to make it functional again.” Celestia offered.

“Thank you princess.” Rhinox nodded his thanks. “Is anyone opposed to living in the shuttle?”

The maximals, while having a few reservations to having limited private space, came to a general agreement to live in the Omega Delta.

“Living in the shuttle? Just like back on earth, oh what fun.” Rattrap spoke in a sarcastic voice.

“Actually it will be better!” Pinkie exclaimed as she held her face mere inches away from Rattrap’s face. “You will have us to keep you company!”

Rattrap leaned back and deadpanned. “Oh joy.”

“Yah, I know! We’ll have so much fun. We can play games and have parties and blow up predacons and have Scott McNeil impersonation contests. . . .”

Pinkie continued rambling excitedly as the rest continued with their breakfast. The doors opened and a royal guard entered. He walked over to Celestia and whispered something to her.

“Good, I’ll be right there.” She rose from the table. “I apologize, but I have matters to attend to. I’m also sorry I will not be able to see you on your way.” All present bowed as Celestia left with the guard.

The group finished breakfast and left the dining hall. “So, what are the plans for today?” Twilight asked.

Optimus addressed the group. “At least some of us should head back to Ponyville now and get to work on the Omega Delta.”

“I’ll go.” Rhinox immediately volunteered. “I need to get to work while my ideas are fresh in my head.”

“I can help.” Twilight offered. “I’ve had some experience with machines.”

Applejack stepped forward. “Ah’ve gotta too, ah’ve been away from the farm for far too long.”

Fluttershy also decided to go as well, she had to get back to her animals.

“What about you Optimus?” Twilight asked.

“I’m afraid I’ve already made plans.” Optimus turned to Rarity. “I seem to remember accepting an offer for a tour.”

Rarity’s eyes glimmered. “Why, I’d be honored Mr. Primal.”

“So wait, what exactly are we doing Big Bot?” Cheetor asked Optimus.

Optimus smiled to the group. “Consider this a day off. Anyone not going with me or Rhinox is free to do as they wish. But after today we’ll be back to fighting the predacons. We’ll meet back at the train station in the evening and go back to Ponyville.”

With that the groups splintered off and were left to their own devices.

Cheetor and Rainbow Dash wandered down the less busy back streets of the city. They had originally gone with Rarity’s tour, which also consisted of Optimus and Spike, but they left when they got bored when Rarity showed them the fifth fashion store out of the fifty that were in Canterlot. The only reason they figured Optimus and Spike stuck around was because Optimus didn’t want to offend Rarity and Rainbow Dash told Cheetor about Spike’s obvious crush on Rarity. The two of them came to a viewing platform that overlooked the countryside at the mountain’s base.

“I mean Canterlot’s okay I guess, but without any cool stuff going on, it’s just a bunch of upper class horse apples.”

“I see what you mean; this place is in serious need of a theme park.” Cheetor mused

“That’s actually a sweet idea.”

“Back home, we had the best one in the galaxy, ‘Six Lasers Over Cybertron’. Some of the rides went so high and so fast that you needed to provide your next of kin.”

“Whoa, Wish I could see that.”

Cheetor got a faraway look as he faced the open country. “So do I.”

Dash noticed this. “You miss home don’t you?”

Cheetor put his hooves up on a railing and rested his head on them. “I miss a lot of things.”

Dash remembered the look on his face. It was the same one from two nights ago when he asked about Tigatron. She looked passed the railing, looking for some way to cheer him up. Her eyes set on something that gave her the perfect idea.

“Say Cheetor. We didn’t finish our race did we?”

Cheetor looked up with interest. “What do you have in mind?”

Dash pointed towards a small speck in the distance that was Ponyville. “First to reach town hall wins.”

Cheetor grinned. “You’re on!”

“Ready,”

“Set,”

“GO!”

Both of them jumped into action startling innocent bystanders. Cheetor bounded over the railing and nimbly ran down the mountain and Dash flew right beside him.

Silverbolt and Blackarachnia wandered the castle grounds. Silverbolt was taking it all in with a great big smile on his face.

“You really feel at home don’t you?” The love of his life asked by his side.

“What do you mean?”

“You know what I mean.” Blackarachnia gestured to the castle. “The romantic fantasy setting, it’s just like what you’d find in one of those sappy discount datatraxs.”

Silverbolt’s smile disappeared. “How comforting to know that your entire personality can be summed up by something you find in a book store’s bargain rack.”

Blackaracnia leaned up against him. “I mean that in the best possible way.”

Silverbolt’s smile returned slightly. If Blackaracnia really thought that low of him, she wouldn’t be with him.

As they continued walking they started hearing noises. To them it sounded like metal striking metal. They followed the sounds and came upon a training ground. On the field were Pegasus guards, they seemed to be attacking each other with their wings. They were standing in fifteen foot wide circles, one on one. A large muscular pegasus stood off to the side shouting at the duelists.

“Keep your wings up you sissy fillies! Are you going to let the unicorn division one up you as royal guards!?”

“Sir, No Sir!” They didn’t stop as they responded.

“THEN SHOW ME THAT HURRICANE PRIDE!”

“Excuse me sir.” Silverbolt approached the rather large Pegasus. “What, if I may ask, is this?”

“Hmm?” The Pegasus looked Silverbolt over with a scrutinizing eye. “Ah, you must be one of those maximals I’ve been hearing about. This here is wing honing, where pegasi have wings stronger and sharper than swords.”

Silverbolt looked at their wings, but couldn’t figure out how they could be anything like swords. They just looked like soft flexible feathers; they didn’t even have metallic covers.

“Looks a little silly.” Blackarachnia said bluntly.

“Just like a unicorn.” The pegasus muttered. “Prehaps a demonstration is in order. TEN HUT!”

The sparing pegasi stood at attention.

“Second Lieutenant Wind Cleaver.”

A pegasus guard approached his superior and saluted. “Yes Commander Halberd!”

Commander Halberd stepped on a tile and a stone pillar several feet away rose from the ground. “Show these two what Hurricane Pride is.”

“Sir, Yes Sir!” Wind Cleaver walked to the pillar and spread his wings. In a split second he sliced the pillar horizontally with his left wing. The pillar fell towards him as he sliced it vertically in half with his right wing. Both halves crashed to the ground on either side of Wind Cleaver.

Both Silverbolt and Blackaracnia stared in stunned silence as Commander Halberd bellowed a hearty laugh. “Modified wing magic, courtesy of Commander Hurricane. Strengthens your primary feathers to hard edges. Only pegasi with the strongest wings can wield this technique.”

Silver bolt managed to collect his senses. “Can you teach me to do this?”

“Hmm.” Commander Halberd unfurled Silverbolt’s wing and studied his feathers. “It’s possible, let’s see how you do.” Halberd shoved Silverbolt into one of the rings. Protective gear was slapped onto his body. Wind Cleaver stood on the opposite side while the other guards circled around to watch. “Begin the duel!” Halberd bellowed.

“Wait! Don’t I get some instruction first?”

“Wing honing is instinctual. You can’t learn to control it until you first feel it flowing.”

Silverbolt looked to Blackarachnia for help. “Don’t worry Bowser, I’ll pull you out if it gets bad.”

Silverbolt sighed and turned to his opponent. Wind Cleaver flared out his wings and ran right at Silverbolt. As he sliced with one wing, Silverbolt instinctually brought his wing forward and blocked it. Cleaver stuck with his other wing only for Silverbolt to block it again. Wind Cleaver jumped back to his side.

“Alright you can dial it down Lieutenant.” Halberd ordered. “Do you feel it now, boy?”

Silverbolt just stood there, just minutes ago Wind Cleaver’s wings had cut through stone, yet now Silverbolt was still standing. He felt an energy buzzing through his wings, whatever it was had just saved him. “Yes, I feel it.”

“Good, now that you’ve got the energy flowing, how about some more.”

Wind Cleaver jumped back into action, less aggressive this time. Silverbolt blocked each attack, he had experience sword fighting, but in pony form it was slightly awkward. He managed to get the hang of it after a while and started on the offensive.

“You’re good.” Wind Cleaver stated as they took a breather. “How about we take this to the next level.”

Silverbolt smiled as adrenaline coursed through his veins. “En garde.”

Rattrap snuck around the city, creeping around every corner and hiding in every shadow.

‘If these ponies do anything right, it’s make hiding spots.’ He rolled passed an alley unseen by anyone. ‘What they can’t seem to do is make bars or taverns. All they have are these fancy lounges with high priced drinks and stuffy waiters.’

Rattrap scaled a building and sat on the roof. He looked out over the ponies and visualized how easy it would be to snipe them.

“Heya Rattrap!” Rattrap’s vision was flooded with pink as he rolled backwards. “Whatcha doing?”

He straightened himself out and saw Pinkie Pie standing in front of him. “Oh, it’s you.” Rattrap was certain he wasn’t followed, so how did she find him?

“Of course silly, who else would I be?”

“I dunno, how about Megatron?” Rattrap started climbing back down from the roof.

“No, I couldn’t be Megatron, he’s not a nice guy and doesn’t have many friends. I however have lots and lots of friends!” She had the widest grin plastered to her face as she finished.

“That’s fantastic, really. But I would like to be by myself right now.” Rattrap reached the ground and turned to leave. “So if-” Rattrap cut himself off when he saw Pinkie right in front of him again.

“But there’s something I want to show you.”

“Wait, weren’t you just. . .” Rattrap looked back to the top of the building and saw a surprising lack of Pinkie.

“It superificly cool!”

“Super what now?”

“Superific! It’s super and terrific rolled into one! And what I want to show you is very superific!”

Rattrap deadpanned at the pink pony. No matter how long he stared, she didn’t waver from her enthusiasm. “Why do I get the feeling you’re not going to go away until I go along with you?”

Pinkie just shrugged. “Dunno. So are you coming?”

Rattrap sighed. “Let’s get this over with.”

“Alright! Follow me.” She bounced away as Rattrap followed.

They left the city entirely and arrived at what looked to be an old mine entrance. It was boarded up at one point but several boards had been broken, allowing anyone entrance.

“What is this?”

“This is the entrance to the Crystal Caves.” Pinkie continued talking as she she entered the cave. “A changeling queen foalnapped Princess Cadence and trapped her down inthere so the queen could marry Twilight’s brother.”

Rattrap could care less about what she said, except for one word. “Whoa, whoa, whoa, what’s a changeling?”

“Oh they’re just these bug-like meanies that can turn into anypony they want.” Pinkie bounce further in to the cave.

“Turn into- You mean they can transform?!” Rattrap chased her. The rock tunnel turned into caverns of large crystals. As impressive as they were, Rattrap was too preoccupied with what Pinkie just said. Unfortunately Pinkie had gotten too far ahead and he lost her. “Pinkster, I really need to talk to you.”

As he walked into the center of a crystal filed room, multiple reflections of Pinkie appeared on every facet of every crystal. “I see you’ve stumbled upon my lair Mr. Rattrap.” She sounded like a very hammed up evil master mind. “Truly not an easy feat, but now the true challenge begins.” She put on a pair of swirly mad scientist goggles. “Which of us is the real Dr. Pinksano?” she finished off with a maniacal laugh.

“I’m not in the mood Pinks.” He ran between two crystals where he thought Pinkie was. Unfortunately all he found was a steep slope. He tumbled down a ways, he wasn’t hurt just a little dizzy.

“OMYGOSHRATTRAP!” Pinkie called from the top of the slope. “Are you okay?”

“Yeah, sure. Couldn’t be better.” As he dusted himself off, he became aware of being bathed in a bluish glow. He turned around and saw that the wall behind him was covered in glowing blue crystals. Bolts of energy jumped from one crystal to another. “Uh, Pinkster. I think I know why I felt so good this morning.”

Pinkie had slid down the slope and stood next to Rattrap. She removed her goggles and gazed at the sight before her. “OoooooOOOoooooh! What is it.”

“. . . It’s Energon.”

Terrorsaur impatiently paced the floor of the mountain cave. “What is taking so long?”

Tarantulas descended from the ceiling on a strand of silk. “Why are you so worked up? Megatron is just reading books.”

“That’s the problem.” Terrorsaur pointed a claw at the spider. “While the maximals are doing who knows what, Megatron has his snout stuck in a book. What we should be doing is destroying these insignificant ponies.”

“Do not question Megatron’s methods.” Ravage spoke from the rock he was lounging on. “Megatron has a plan.”

“I don’t quite get you Ravage.” Terrorsaur walked over to him. “From what I’ve heard, you were sent to arrest Megatron. Why are you so loyal now?”

Ravage looked at Terrorsaur. “When Megatron revealed his plan to me back on earth, I was thrown back to the days I served the original Megatron. In this Megatron I see one who will achieve great power, one that I would gladly follow.”

“Gah, to the pit with you.” Terrorsaur waved at Ravage dismissively.

At that moment Megatron exited his private cavern. “Inferno, come here.”

The fire ant scuttled to his master. “At your service royalty.”

“Inferno, you shall be accompanying me on an important journey.” He turned to the rest of the predacons. “The rest of you are to wait here until I return.”

“Megatron sir.” Scorponok scuttled in next to Inferno. “I wish to accompany you.”

“No Scorponok, I have a more important job for you, yess.” He handed a large scroll to the scorpius. “If I am not back in two day's time, open this scroll. These are instructions you must follow.”

“Uh y-yes Sir Megatron.”

“Come Inferno, we have much ground to cover.”

“Where are we headed Royalty?”

“We’re going north to find someone, a magic teacher.”

Author's Note

And that is chapter seven. Sorry if I'm taking to long to get to the interesting stuff, but hopefully I'll make it up to you in chapter eight: The Lost Warrior and The Forgotten King.

Where did I get the idea for wing honing? Remember in "A Bird in the Hoof" when the pegasus guard's wings made an audible sharp sound? That's where.

The Princess and the Primal

The Princess and The Primal

The sun rose once more on a new day. Twilight, Rhinox and Spike were gathering essentials for the train ride to Canterlot. For Twilight, essentials usually meant reading material. She picked out several books pertaining to Equestrian facts; geography, history, wildlife, and so on. She stuffed each one into the saddle bags Rhinox currently had slung over his back.

Rhinox didn’t mind, He was eager to learn about this new world, it had been a long time since he had been a scientist for the sake of science.

Spike removed books from a bottom shelf; the books however weren’t the point of interest. At the back of the shelf was a panel with a horseshoe attached to it. He pushed on the horseshoe and the panel slid open and revealed the jewel box that contained the elements. Spike emerged from the shelf, box in hand.

“So that’s where you put them,” Twilight nodded in amusement. “Pretty clever.”

“I thought so.”

Something occurred to Rhinox as he studied the box. “Twilight, do you have any books about the Elements of Harmony?”

Twilight frowned just a bit. “Only one and it isn’t very detailed. I could probably tell you more when we have the time, perhaps on the train.” Twilight smiled as she suggested her alternative.

Rhinox nodded. “That will be fine.”

As Twilight got out another book, the library door slammed open, causing her to drop the tome.

“Hay Twilight! What’s taking so long?” Rainbow Dash barged in. “We bought the tickets and the train will be here soon.”

“Sorry Rainbow Dash, I just thought the max-Wait. Did you say bought? Didn’t you show the ticket office my Royal Emergency Pass?”

Dash rolled her eyes. “I did, but once there was mention of thirteen passengers worth of bits, they questioned the pass’s authenticity.”

“Ugh.” Twilight threw her head back. “I am so sorry about that. I’ll see what I can do to get your money back.” She exited the library and headed for the train station.

Dash turned to follow her along with Spike and Rhinox. “It was mostly Rarity’s money anyway.”

The walk to the train station didn’t take too long. After Twilight berated the pony operating the ticket office and got the ticket money refunded, everyone was gathered at the departure platform waiting for the train.

“How long will it take to get to Canterlot?” Optimus asked Twilight.

“It’ll take a few hours, give or take. It varies day to day.”

Silverbolt turned his head to look at Twilight curiously. “How so?”

“Well, the land between here and Canterlot is a bit untamed; there are always some unforeseen obstacles.”

Rattrap got a bit curious. “Such as?”

Applejack decided to take over for Twilight. “Nothin’ the train or us, for that matter, can’t handle.”

A high pitched whistle sounded from down the track.

Pinkie bounced happily. “Ooh, ooh! The train’s here!”

The mares and maximals stepped forward to watch the train roll in. The engine looked like an early earth steam engine, primitive, but seemed to fit for the world around it considering it was brightly colored. The train car that followed it was more of sight; it almost looked like one of the sweets served at the party two nights ago. The cars following weren’t as creatively constructed, but were equally as colorful.

The maximals stared at the train unsure if they should say something, except for Rattrap. “You guys don’t take much seriously do you?”

“Why? What’s wrong with it?” Rarity asked.

“You’re kiddin’ right? The whole thing looks like it was designed by Pinkie Pie.”

Pinkie hung her head. “I wish. They didn’t accept my design ideas, said they weren’t structurally stable. Wishy washy bureaucrats.”

Twilight turned to her pink friend. “Pinkie, you wanted to put a Ferris wheel on the dining car.”

“Who wouldn’t want that?”

Rainbow dash got the two friends back on track. “Hay, not that this argument isn’t riveting the twentieth time around, but we have somewhere to be.”

“Oh right, everyone onto the train.”

The maximals and mane six boarded the train, unaware that they were being watched from a distance.

It was about an hour into the train ride and the twelve ponies had dispersed throughout the train. The only ones in the car that they had designated as their personal car were Applejack, who was sleeping with her hat covering her eyes, Twilight and Rhinox, who were reading the books that they had brought with them.

Rhinox was currently looking at an atlas when Optimus entered the car.

“Hello Optimus.” Twilight greeted the maximal leader warmly. “How was the dining car?”

“It was good, though it’s going to take some getting used to the constant need to eat.”

Twilight got curious at Optimus’s remark. “Did you not have to eat when you were whatever you were before?”

Rhinox removed his attention from his book. “In our beast modes we could, but that’s only when we were low on energon, our main source of energy.”

“Interesting.” A small notebook levitated up from beside Twilight as a pen began scrawling notes on it.

Optimus gestured a hoof to the notebook. “What’s that about?”

“Oh I’m just taking notes about how maximals work, non-pony ones anyway. The more time I spend with you all, the more fascinating you get.”

“We can say the same about you ponies. I’m reminded of my first day as an explorer.”

“Speaking of fascinating things and exploration,” Rhinox spoke to get Optimus’s attention. “Do you remember two nights ago when we took notice of the stars?”

“Yes, they were just like the ones we saw back on earth. Rattrap wasn’t too happy about that.”

“The stars only prove that we are in the same solar system, this however,” Rhinox tapped the atlas before him. “This proves we’re still on earth.”

Optimus looked at the open pages as Rhinox turned the book right side up. There before Optimus was the spitting image of North America; however it was labeled Equestria instead. “Amazing, then right here,” Optimus pointed to where the northwest United States would be. “Is where the Arc would have crashed. Where exactly are we now?”

Twilight levitated her pen, using it to point somewhere in the Midwest. “We’re about here, making our way from Ponyville,” The pen moved to a small dot just a little to the southeast. “To Canterlot.” The pen directed a route leading northwest to a star larger than the dot that was indeed labeled Canterlot.

Optimus furrowed his brow. “It only looks about three hours away.”

Twilight set her pen down next to her note book. “Yes, but due to what’s out there, these train ride can turn into overnighters.”

“That is very concerning. What could possibly delay a train that much?” Rhinox asked.

As if by serendipity, Cheetor opened the car door from the front. “Big Bot, Rhinox! You’ve got to see this.” He pointed to the window to his left.

Optimus and Rhinox along with Twilight looked out the window to see an enormous three headed bipedal reptile running alongside the train.

“What in the Matrix is that?!” Both senior maximals stared wide eyed at the fierce beast.

“That would be a Great Plains Hydra.” Twilight stepped forward with an explanation. “An enormous reptile capable of regenerating two heads when one gets chopped off. Slightly larger than bog hydras, they tend to roam the plains between Everfree and the Crystal Mountains.”

While being remarkably fast, the train was faster, slowly passing the beast. Two of the hydra’s heads turned to the train and began snapping at the maximal’s car and the one in front. Instead of actually touching the train, the heads bounced off of a magic barrier. The train cars shook slightly.

“Are you sure this train is safe?” Rhinox asked Twilight uneasily.

“Don’t worry, the worst it can do is give us a bit of a bump. It’s when they sleep on the train track that’s the problem.”

The hydra continued its chase for about half an hour, it fell further and further behind until it disappeared behind the train.

“Let’s see.” Twilight tapped her chin. “If there are no more hydras along the way, we should be in Canterlot within the next hour.”

It was a quiet day in Ponyville, much quieter than the dragon attack two days prior. Thank goodness they had the maximals watching out for the town. Everypony was so relaxed that they wouldn’t notice the slightest thing out of place.

Something unseen stalked the alleyways and slipped passed every stand and store unnoticed. The unseen thing approached the center of a large street, where the local library stood, branches waving in the wind.

Most ponies were aware that Twilight was gone for the day, noticing she had left for the train station, so none of them bothered to visit the library. None would notice fresh claw marks as the invisible thing climbed up to the balcony. The invisible thing slowly opened the door to the inside and entered. When there was nopony in sight that could possibly see him, the invisible thing rippled into the visible spectrum revealing that he was Ravage.

The black panther walked down to the library’s main room as quietly as he could, being careful not to disturb anything. He circled the main room looking at the books, seeing if they were of use to his leader. He recalled the order Megatron had given him the night before.

“Ravage, I am in need of your skill set.” Megatron had summoned Ravage to a room deep inside the Predacon’s mountain base.

“I am at your command Sir.”

Megatron paced across the cave floor, claws folded behind his back. “I need you to do some reconnaissance work, concerning the element bearers. Twilight Sparkle is well known for being studious and a slight bit obsessive compulsive. I need you to infiltrate her home and search for anything that can be of use to us.”

“How will I know if something I find is important?”

Megatron paused his pacing and remained completely still. One would assume he was collecting his toughts. However, Ravage could have sworn that the predacon leader wasn’t thinking, but listening. Listening to something Ravage couldn’t hear.

Megatron snapped out of his trance. “Bring what you can find to me and I shall figure out what to do with the information, yessss. By pure chance the denizens of this world use languages similar to earth’s, many of them you know. You shouldn’t have any issues finding anything. Can I entrust you with this mission?”

“Da, it shall be done.” Ravage turned, left the cave and traveled down the mountain at high speed. Once at the foot of the mountain, Ravage faded into the night and started for his destination.

Ravage had finished searching the ground floor; none of the books he saw caught his interest. He made his way up the stairs, no matter what; he wasn’t going to return empty handed.

After an hour, all of the maximals, mares and Spike had assembled back in their designated car. Once the train entered a tunnel Twilight gathered the maximals to one of the sides.

“What exactly are we doing?” Blackarachnia questioned Twilight.

“Since this is your first visit to Canterlot, I thought you first look at it should be memorable.”

Just then the train exited the tunnel and Canterlot entered into full view in all of its shining glory. A grand city of white crowned with gold, waterfalls cascading through it reflecting the brilliance of the sun. The maximals beheld the city in awe.

“Beautiful isn’t it?” Rarity addressed the group. “Never again will you see a city of such elegance in all of Equestria.”

Cheetor answered her. “I admit, it’s not Iacon, but it’s amazing all the same.”

“Oh we must give you a tour, I know this quaint little-”

“I’m sorry Rarity,” Twilight interrupted, “But the meeting with the Princess takes priority.”

Rarity slumped just a bit. “Oh yes of course.”

“I actually would love a tour.” Optimus smiled. “It’s been a while since I’ve been in a city, perhaps when we have time afterwards.”

Rarity perked up, more so than before. “I assure you, you won’t be disappointed.”

Just as soon as the city’s vastness was beheld to the maximals, they found themselves on the train platform in the thick of it. Twilight took the lead, guiding the group down the main streets of the city. To say the least the streets were immaculate, only surpassed by the pure white buildings adorned by purple and gold that flanked it. They passed by shops selling the latest clothing, jewelry as well as the occasional book store and other various shops. There were many open air restaurants, every table packed with ponies of high esteem. Many other ponies went in and out of the shops and nearby apartments, going about their daytime routine.

Nopony noticed the maximals, to them they were just ordinary ponies. All of them were too caught up in their own business, ignorant of the predacon threat that these “commoners” were staving off.

At last they left the private sector and stood before the gates of Canterlot Castle. It truly was the jewel of the crown that rested upon the mountain. It was a masterfully crafted piece of architecture, perfectly balanced towers, domes and spires of white purple and gold. The greenest gardens as well as the most lifelike statues ever seen surrounded it. Flags depicting the sun and the moon were flown from every parapet.

Twilight approached the gate guards, showing them the princess’s letter to allow the maximals to enter the grounds. The guards complied and opened the gates. Once passed the gates, the group noticed the many guards and other palace workers going about to and fro. Occasionally a few of them would stop to say a quick hello to Twilight and her friends, while giving the maximals a passing glance.

“This is truly a wondrous place.” Silverbolt spoke up, looking about the gardens.

Rattrap took note of the guards, noting that they all looked alike. “Eh, the security could use some work.”

Twilight laughed. “Come on Rattrap, It may not be the ‘High Tech’ on your planet, but these are the best of the best.

“Pff, I counted thirteen security flaws and we ain’t even in the front door.”

Twilight rolled her eyes. “Say what you will. I’d love to see a pony infiltrate the most guarded palace in all of Equestria.”

Rattrap hummed to himself as he lagged to the back of the group.

Ravage searched the library for hours, yet had no luck finding anything of possible interest. He shut the door to the closet he had been searching.

“шлак, what does it take to find information these days.” He scanned the bedroom he was in, searching for anything that he missed. He lifted a cushion that sat in a small basket, finding only shed scales. “Life was easier as a cassette.”

Ravage wandered over to the nightstand next to the bed, all that was on it was a lamp, some feather quills, and a book.

“The Personal Log of Twilight Sparkle, Primary Student of Princess Celestia: Vol. 9.” The Panther snorted once he finished reading the title. “What kind of student of such high authority neglects to keep any royal documents?” He turned to leave, only to have realization strike. “A personal log?” He turned back to the book and carefully opened it. Sure enough every detail of the mare’s day to day life was written on the pages. “This, this is what I came for.” He turned back to the front cover. “Eight more just like it. Megatron shall be pleased.”

It took a while to get through the castle. While the six mares attempted to vouch for the maximals, the palace guards were insistent on searching the maximals to be sure they could do no harm to the princess. It took longer than it should have, thanks to Blackarachnia bucking one of the guards in the muzzle when he got a little too invasive. After taking the injured guard to the infirmary, and with some help from Silverbolt reasoning with Blackarachnia, the inspection was finished and the group had finally arrived at the doors to the throne room.

Two unicorn guards stood to either side. Once they saw Twilight, their horns glowed blue and green, each encasing the left and right doors in their magical aura. The doors swung open revealing a grand hall of soft lavender, stained glass windows and a magenta carpet leading to a golden throne. Sitting upon the throne was a large white pony that wore a crown along with other golden regalia. As the group approached, the maximals noticed that along with having all of the characteristics of the pony races they had seen, a horn and a set of pure white wings, she had a mane that rippled with the colors of the aurora borealis.

She was currently speaking with an earth pony guard when her attention was drawn to the large group of ponies plus a baby dragon. “Twilight Sparkle, it is good to see you again.” She rose up from her thrown and walked towards the group.

With exception to Twilight, the Equestrian born mares lowered their heads. Twilight however cantered towards the princess and they held each other in a sisterly embrace. “I’m glad to see you too Celestia, I’m sorry I haven’t visited in a while.”

“It is alright Twilight, you are allowed a life apart from me.” They let each other go and Celestia turned to the maximals. “I assume these are our visitors?”

“Ah yes, these are the maximals.” Twilight trotted over to Optimus. “This is Optimus Primal, he’s the leader of the team.”

Optimus lowered his head for a moment. “Thank you for inviting us here.”

Celestia nodded. “It was no trouble at all.”

Twilight the gestured to Rhinox. “This is Rhinox, Lead scientist and mechanic.”

Rhinox mimicked Optimus. “Pleasure.”

“Likewise.”

“And this is communications officer Cheetor.”

Cheetor didn’t move, only staring at Celestia in awe. “I, uh…”

“You may relax my little maximal, there’s no need to fear me.”

Cheetor looked away sheepishly as Twilight directed Celestia to Blackarachnia. “This is Blackarachnia, tech specialist.”

Blackaracnia just looked at Celestia with disinterest. “Charmed.”

Celestia returned with a warm smile.

“And this is air combat specialist Silverbolt.”

“It is an honor.” Silverbolt gave Celestia an over exaggerated bow. Only to be elbowed by Blackaracnia.

“Quite the gentlecolt.”

“And last but not least-” Twilight was about to introduce Rattrap, until she realized that he was nowhere to be seen. “Wh-Wait! Where’s Rattrap?”

The maximals and mares frantically looked around the hall for the diminutive stallion.

“He was with us when we were being searched, wasn’t he?” Cheetor questioned.

Optimus sighed. “He must have snuck away when we weren’t looking.” he began to get rather cross.

“Or maybe,” Pinkie went wind eyed. “He was never actually here.”

“Pinkie, don’t be ridiculous.” Twilight rolled he eyes. “Oh Celestia, I’m so sorry, I didn’t think he would cause trouble.”

“Don’t worry Twilight, he hasn’t caused any trouble. In fact, he has been rather helpful.”

The entire group just looked at the princess in confusion. “What?”

Celetia stepped to the side allowing the guard she was talking to before to approach the group. “I believe you already know reconnaissance, weapons and demolitions expert Rattrap.”

The earth pony guard looked just like the others, white coated and covered head to hoof with golden armor. “Miss me?” However the voice it spoke with was the unmistakable Brooklyn accent that belonged to the short bald gray stallion they were searching for. “How’dja like the strip search?”

The maximals were completely baffled.

“Rattrap?!” Optimus was now borderline shocked and furious. “But how?!”

Rattrap removed the helmet from his head. Once it was off he morphed back to his normal self, with the golden armor hanging loosely from his body. “Magic armor.” Rattrap tapped the helmet. “I noticed that the guards looked eerily similar, so I decided to test a theory.”

Celetia spoke up. “The armor that my royal guards wear has an enchantment that makes them all look alike. I originally had it used as a mode of uniformity; Rattrap however showed me how much of a security flaw it is.”

“Where did he even get the armor?” Blackaracnia questioned, slightly amused at the rat’s ploy.

Cicero the green coated and golden maned pegasus guard exited the showers. He dried off with a towel as he wandered towards his locker. Once opened, he noticed a glaring lack of golden armor.

“Wha-Where’s my armor?”

Rattrap continued. “And after that, it was just a casual stroll to the throne room.”

“And until all of you arrived, Rattrap has been giving me advice on how to improve security.”

Rattrap gave a smug smile to the group, showing off his buck teeth.

Optimus however was far from pleased. “Rattrap, remove that armor, we’ll talk about his later.”

“Ehhhhhh, whatever you say boss mustang.” Rattrap undid the clasps that held the armor in place, albeit loosely, and walked over to the group. Pieces of armor fell onto the ground with metallic clunks, until Rattrap was unarmored and standing beside Cheetor.

“Nice work rat.” Blackarachnia quipped.

“Up yours, longlegs.” He muttered.

Celestia spoke up, gathering the undivided attention of all in the room. “Now that salutations are over with, I wish to address the matters at hand. In her letter, Twilight summarized your story, your fight against the predacons. I would however, like to hear it first hoof.”

The maximals were all too willing to recount the tale to the princess, just as they did for Twilight and her friends. Once they came to when the maximals arrived in equestrian, the mares jumped in whenever they felt necessary. Rainbow Dash and Pinkie were especially enthusiastic when telling their side of the story. Once the story caught up to present time, Celetia just stood there wide eyed, amazed and the fantastic nature of it all.

“I must admit, I am amazed.”

“Then you believe us?” Rhinox asked.

“I admit, anypony would give your story a questioning thought. But I trust in the judgment of Twilight and her friends, if they believe then I believe.” Her soft smile then became a concerned frown. “The question is what to do about this new predacon menace.”

“You could always use that magnifying glass trick you used on them before.” Pinkie suggested happily.

Celestia looked at Pinkie in concern. “I’m unsure what you are talking about.”

The party pony facehoofed. “That’s right. Sorry, I’m following so many stories, it’s hard to keep track.”

The maximals went from staring at Pinkie, to the rest of her friends looking for answers.

“It’s just Pinkie Pie being Pinkie Pie.” Rainbow stated, which was honestly the best answer anyone could give.

“At any rate,” Celestia spoke once more. “I shall put the rest of Equestria as well as its neighboring nations on alert for any possible predacon activity. I shall also send out my best guards to search for them. Apart from that, I would like to count on your cooperation in dealing with our new problem.”

“We shall you highness.” Optimus and the maximals bowed to the princess. Then a thought occurred to Optimus. “Princess, there is something you should know.”

The princess gave Optimus her undivided attention. “Yes Optimus?”

“Megatron somehow knows about the Elements of Harmony.”

While her face attempted to remain stoic, her eyes widened slightly. “How can he know? He is an outsider.”

Rainbow Dash slapped her right hoof in the crook of her left wrist. “Oh, just remembered. Megatron mentioned that he was working for somepony. Maybe they told him.”

Celestia said nothing.

Optimus took this opportunity to ask the question that has been on his mind for a while. “What exactly are the Elements of Harmony?”

Celestia softened, distracted slightly from the troubling news presented to her. “The Elements are an ancient form of magic that amplify the emotions of whoever they bond to, currently Twilight, Applejack, Rainbow Dash, Rarity, Pinkie Pie, and Fluttershy. Their purpose is to restore harmony to where there is chaos. They are potentially the most powerful form of magic there is.”

Twilight then motioned to Spike to bring forward the jewel box he carried. “Spike, could you show the maximals?”

“Sure, no problem.” Spike opened the box and presented the elements to the maximals.

The maximals looked over the elements, recognizing them from when they first arrived.

“Reminds me of the Matrix of Leadership.” Blackarachnia muttered

“I’m sorry?” Celetia couldn’t help but overhear the black mare’s comment.

“The Autobot Matrix of Leadership.” Optimus interjected. “An artifact of our ancestors, according to legend it could do the same as the Elements.”

“To light our darkest hour.” Rhinox quoted

Celestia looked to the stain glassed windows and saw it was time to set her sun. “It is getting late, I shall have rooms prepared for you, we shall speak more tomorrow.” She then turned to Spike. “You may leave the elements with me.”

Spike bowed and set the jewel box before the princess. The group was then escorted from the throne room. All who remained were Celestia and two of her Pegasus guards.

“You are dismissed, and take that armor back to its owner if you could.” The guards bowed and left the room once Cicero’s armor was collected.

Celestia walked to one of the windows, using her magic to make it see through. She stared out at the castle gardens, bathed in the remaining orange light of the sun she set. “Megatron. . . It was so long ago, it’s impossible. But could he be. . .” She stared deep into the grove of statues that stood in the sunset. Memories from millennia ago were flooding back. “Megatronus?”

Under the cover of night, Ravage left the town behind with a satchel full of journals. He was now cutting through the deep woods of Everfree, heading back to the mountain base.

“Halt! Who goes there?!” A lantern lit up an area of the forest.

Ravage had managed to keep to the shadows of the trees just outside the light’s reach.

“I may not see you, but you disturb the air.” At the light’s epicenter stood a female zebra with golden rings covering her neck. She held a pole in the crook of her fore limb, which supported an antique lantern.

Despite Ravage’s invisibility, by magic or otherwise, the zebra stared at exactly where the big cat rested. As she cautiously walked closer, Ravage prepared to lunge, perhaps to take this chance to quell his growing hunger.

Just as the zebra came within range, a snarling came from the far side of the lit circle. Predacon and prey looked to see glowing green reptilian eyes.

Ravage decided against chancing anymore encounters and bounded away into the forest. The zebra heard the rustling of foliage from behind her and momentarily saw the outlines of a wild cat. She then turned back to see the green eyes still looking at her. After a minute the eyes turn away with a snarl and wandered off into the forest.

“Something ill has infected the atmosphere. Terrible fates are in store, I fear.”

Author's Note

The long wait is finally over, Chapter six has been written, wherein there is plot development and world building.

I already said in my recent blog that the position of Editor is open. I really want this story to be as awesome as it could be, and an editor would be a real help. I just ask that you keep any plot details to thine self and everything will be fine.