My Little Pony: Flesh and Steel

by Gyvon

Rating: teen
Tags: Adventure, Violence, Princess Celestia, Crossover, Human, Main 6, Transformers, Princess Luna, My Little Pony: Friendship is Magic, Alternate Universe, Other, Original Character
Length: 43507

Crossover between FIM and Transformers, starring my original transformer character.

For some, it all started as a relaxing day at the spa. For another, it started with a space bridge malfunction. When a mysterious creature crash lands into the woods on the outskirts of Ponyville, Twilight Sparkle and the bearers of the Elements of Harmony must investigate the circumstances that brought this life form to Equestria, and face an unyielding force of evil that threatens their entire world. (warning: Mild language, violence)

Published 2012-01-13 21:37:38 UTC
Last updated 2012-04-25 22:09:46 UTC

Chapter 1: A Stranger Arrives.

Chapter 1

A Stranger Arrives

LOCATION: Ponyville
TIME: Just before sundown.

"Well, that was a nice, relaxing afternoon, but I gotta dash off." declared Rainbow Dash. "I still need to load up on carbs before the big race tomorrow. Don't wanna lose just because I'm low on energy." With a wave of her hoof, the blue pegasus flew at top speed to Sugarcube Corner to pick up an order for two dozen cupcakes that she had placed earlier in the day.

After paying the bill for the day, Rarity and Twilight Sparkle walked out of the spa, feeling refreshed. "I can't thank you enough, Rarity. We should do this again sometime." said Twilight. Rarity elegantly gestured with her hoof, "Oh, it was simply fabulous today. You are more than welcome to join Fluttershy and I for our weekly sessions. However," she said, giving a sheepish grin, "you will have to pay for yourself. Hoity Toity and Sapphire Shores may pay a small fortune every time they order a line of clothes, but they don't place orders very often."

Twilight laughed at this. "That's fine. A day at the spa every now and then is wonderful, but I don't think I could make a weekly ritual out of it." Twilight looked up, checking the angle of the sun. "I'd better head home. Spike's probably worried about me being gone this long." she said. "Would you mind if I walked with you?" Rarity inquired. "The Library is on the way to Fluttershy's and I must speak with her." Twilight nodded. "Of course. That way, if something falls out of the sky on one of us, the other can go get help." Rarity gave a puzzled look and asked "Do you really think that will happen? Pinkie Pie had that reaction hours ago. Whatever it was must've happened already." Twilight turned towards Rarity with a cheekish smile on her face. "Can't be too careful," she said. "Besides, I left my umbrella hat at home."

Giggling, Rarity and Twilight Sparkle trotted towards the library that Twilight called home, taking care to avoid the town center where last minute preparations for tomorrow's race were still underway. They almost made it to the front door when Twilight stopped in her tracks. "What's wrong?" asked Rarity as she turned around. "I don't know," responded Twilight, "something just feels... off." Rarity looked around. "Now that you mention it, the air does feel strange. Almost greasy, as if a lightning storm is about to start." Twilight was confused. "But that's impossible," she said. "There isn't a storm of any kind scheduled for today. I checked before I left this morning."

But as soon as she said it, free-floating lightning suddenly appeared above the glade of trees next to the schoolhouse. Twilight and Rarity looked on bewildered, when suddenly a flash of light forced them to look away. When they looked back, they noticed that the lightning had dissipated, and a lone figure was falling from the sky into the trees. Both of the unicorns stood there stunned. Twilight was the first to recover, and dashed off towards where the figure fell. "Come on! We have to check this out!" called Twilight. It took Rarity a few seconds to process what had happened, but she was right behind Twilight before too long.

Upon entering the forest, Twilight cast a basic light spell to fend off the deepening shadows. Before long, Twilight found what she was looking for and gasped. Whatever it was, Twilight could tell that it was a living being. Large was this strange creature, about half again as tall as an average pony. "What is that thing?" Rarity asked, barely able to speak. "I don't know." responded Twilight. "If I didn't know any better, I'd say it was some form of hairless ape." Twilight took a few steps closer to the creature, getting a better look. "Whatever it is, it appears to be unconscious. We need Fluttershy to take a look at it. Run and get her, Rarity. I'll teleport this creature to the Library." Rarity looked puzzled. "Wouldn't it be better to teleport it directly to Fluttershy's cottage?" she asked. Twilight shook her head, "No, the Library has more space to work in. The three of us AND this creature would be tightly packed in Fluttershy's cottage." Rarity understood Twilights logic, turned, and quickly galloped to Fluttershy's.

When Rarity had left, Twilight began to concentrate. Before long, both her and the creature were gone in a flash. Just as quickly, they appeared on the first floor of the Library. "Spike!" she called out. "Get the spare bed. We have a guest." There was a commotion from upstairs. He must have been doing something he shouldn't have, thought Twilight. "SPIKE!", she yelled. "Quit screwing around and get down here!" Spike came down the stairs. "Sorry Twilight. Owlowiscious made a bit of a mess up there and WOAH, WHAT THE HECK IS THAT?!" asked Spike, having just seen Twilight Sparkle's guest. "I don't know," replied Twilight, "but whatever it is, it's injured. Fluttershy's on her way, but I need the spare bed." Having had time to process the strange guest, Spike hurried to the closet and rolled out the bed.

This creature will never fit into that bed. thought Twilight. It was a simple fix, however. With her magic, Twilight enlarged the bed, and lifted the creature onto the bed. It was then that she noticed the strange clothing the creature wore. It was in a camouflage pattern that would blend into a forest landscape from a distance. There were pockets on the chest area. Above each pocket were words sewn into the fabric. On the right side of the creature was the word "LT Gyvon", whatever that meant. On the other side, she could see "U.S. Navy" sewn into the fabric Above that, on the lapel, was a gold-plated badge of an eagle perched on an anchor, clutching a trident and a strangely shaped club in it's talons. On each arm, there was another logo. A winged bull's skull surrounded by an inverted triangle. What could these symbols and words mean? wondered Twilight. There was a soft knock at the door. Shocked from her mental reverie, Twilight dashed off and opened the door to see Fluttershy. The yellow pegasus had a rare determined look about her. "Where's the patient?" she asked softly. Twilight showed her where the creature was lying. "Oh, he's a big one." said Fluttershy, a hint of excitement to her voice. "Are you sure it's male?" asked Twilight. She hadn't figured out the thing's gender yet. "Of course." replied Fluttershy.

"So, you know what he is?" asked Twilight. Fluttershy shook her head. "No, I've never seen anything like him. He appear to be an ape of some sort." Twilight chuckled. "That's what I thought as well. Can you tell if there's anything wrong with him. He hasn't stirred since Rarity and I found him." Fluttershy reached out with her hoof and felt around the back of the creature's head. "There's a bump back here. He must've been knocked cold." Fluttershy leaned in closer. "There is something... strange about him. I can't quite make it out, but there is something different about him. Something different from any other living creature I have examined." She looked up to her friend. "Whatever it is, he should be fine though. He just needs a good night's sleep, and he's already on his way." Twilight was puzzled. "What do you mean?" Fluttershy pointed to the creature's head. "See how his eye's move beneath their lids? He's dreaming." Twilight got a closer look and, indeed, the creature's eyes were moving rapidly. "Well, thanks for your help, Fluttershy. I'm sorry to drag you away from Angel." Fluttershy held up a negating hoof "No need for apologies. Angel has gotten much better. I was only glad to come over." she said. "But I must be heading home. It's almost bed time." Twilight nodded. "In that case, see you tomorrow. Pleasant dreams." And with that, Fluttershy flew home, waving goodbye.

Twilight approached her guest, and light ly kissed him on the cheek. "Pleasant dreams to you too." And with that, she went up to her room, intent on writing Princess Celestia about this turn of events. As she put quill to parchment, downstairs, the creature dreamed.

LOCATION: ?????????
TIME: ???????

He fell. All around Gyvon was a pure white light. Images flashed before his eyes. Images from his past.

September 11, 2001, watching on a monitor in ninth grade English as the towers burned. Another imag came into view, this one from years later. An image from the day he received the letter accepting him into the Annapolis Naval Acadamy. Another flash, and he was standing among the Acadamy graduates, looking out towards the assembled crowd.

That image was soon replaced with another. One of the first day of Hell Week, Gyvon slogging through the mud with other would-be SEAL's. With a flash, that was replaced with the image of him receiving his first order as a SEAL, assigning him to a unit called NEST. That was soon replaced with another. This image of the bombed out cityscape of Chicago. where Gyvon fought alongside the Autobots to defeat the Decepticons that had the audacity to attack his home.

Another flash, and Gyvon was surrounded. On all sides of the platoon he led were Decepticons, demanding his surrender. He had no choice but to comply. Soon, that image was replaced with the holding cell. His platoon had been transported to Mars. He was the only one left now. His soldiers had been dragged off one by one. Try as he might, Gyvon couldn't shut out the screams. Suddenly, a monstrous figure stood before him. Standing more than thirty feet tall, Galvatron gave a cruel smile, opened the cell, and slowly reached in.

Before Galvatron could grab Gyvon, he startled awake.

Chapter 2: First Contact

Chapter 2: First Contact

Chapter 2

First Contact

LOCATION: Twilight's Library.
TIME: Middle of the night.

Sitrep, Gyvon thought to himself as he analyzed his surroundings. The walls were stacked floor to ceiling with books, while even more littered the floor in various places. An inhabited world, he concluded as his on-board atmospheric analyzer completed it's scan. The atmosphere appeared to be Earth-like, though the analysis showed a smaller concentration of carbon dioxide. A pre-industrial civilization, Gyvon surmised, although an intelligent one judging by the amount of books.

Once the scans were finished, Gyvon ran his diagnostic program. Weapons, life support, and motor functions all came back positive. Satisfied that he was in no immediate danger, Gyvon sat up and got out of bed. He heard a faint hooting, and turned to face the source. He was shocked when he saw that it was an owl. It gave an inquisitive hoot, before flying upstairs and through a small hole next to a door. What else does this world have in common with Earth he wondered as he turned towards one of the bookshelves. Leaning in, he gasped as he realized that the titles were in perfectly legible English. Rows and rows of books, all in alphabetical order, save for one, "The History of Equestria: Part 1", which was conspicuously placed between "Original Stories for Young Fillies" and "The Origin of Species of the Everfree Woods". Curiouser and curiouser he thought, reaching for the misplaced book.

"Oh, you're awake." came a feminine voice, startling Gyvon. He turned around, searching for the source of the voice. He noticed the owl from earlier, and another, far stranger creature. It was a pony, although unlike any Gyvon had seen before. It had a light-purple coat and a dark violet mane in a strangely human-like style, with a pink and purple stripe going down the length. Protruding from the bangs over the pony's forehead, was a single horn. A unicorn. concluded Gyvon, his mind working in overdrive. This world keeps getting stranger

"Who said that? Show yourself!" demanded Gyvon. The unicorn gave an annoyed look, and did the one thing that could surprise Gyvon at this point. It spoke, "Uh, I did." Were He still human, Gyvon might have fainted. With his Cybertronian enhanced brain, however, he managed to give off a flat "What?"

The unicorn looked concerned. "You must be confused," she said. "Not surprising. You must be far from home." Gyvon had managed to recover from the shock of talking to a pony by that point. "Yes, a long way" he said, raising his hand to the back of his head. "Although the blow to the head doesn't help matters." Gyvon sat down on the floor and sighed. "A long way from home." The unicorn approached him "So, where are you from anyways?", she asked. Gyvon responded by pointing upwards. "A few thousand parsecs that direction, give or take a degree of angle." With wide eyes, the unicorn breathed "That is far away." She sat down next to Gyvon. "What's your name?" she asked. "My name's Gyvon." he replied, having finally come to grips that he was talking to a unicorn. "What's yours?"

"My name is Twilight Sparkle. Since you're new to this world, let me be the first to welcome you to Equestria." Gyvon chuckled, and smiled. "Thank you. I appreciate that." Twilight beamed, "I can't wait to introduce you to my friends!" she exclaimed, "You'll love them." Twilight looked at the time. "Although, it'll have to wait until after the race tomorrow. I don't know how the rest of Ponyville will react when they see you." Gyvon nodded. "Probably a good idea. We don't want to start a panic on accident."

Gyvon stopped to think for a second. "Speaking of which, where did you find me? I know I didn't just appear in that bed all of a sudden." Twilight shook her head. "No. I saw you fall out of the sky in a glade of trees nearby. Rarity, one of my friends, was with me. I sent her to get Fluttershy, another of my friends, so she could see if you were alright. After Rarity left, I immediately brought you here. I did write to Princess Celestia about you, but she won't be here until tomorrow afternoon."

Gyvon gave a concerned look. "Won't they spread rumors around town?" he asked. Twilight thought for a moment, turning away. "Not Fluttershy. She has trouble speaking to anypony and usually keeps to herself. The Princess might tell her sister, but she made it clear in her response that she wouldn't go public without meeting you first. Rarity, on the other hoof..." She turned back. "I'll be right back" she said, and with a bright flash she was gone. Startled, Gyvon could only say "What?"

LOCATION: Carousel Boutique
TIME: Middle of the night.

With a flash of light, Twilight appeared in the bottom floor of Rarity's home. Normally she would teleport to the front door and knock, but this was an emergency. Quietly, Twilight made her way up the stairs, trying not to wake Rarity prematurely. When she reached the bedroom door, she carefully opened it, careful not to disturb Opel, who was sleeping in front of it. Twilight approached Rarity, and prodded her gently. "Rarity, please wake up. It's important." she whispered. Being a light sleeper, Rarity shot awake almost instantly, looking around for whatever disturbed her slumber.

"TWILIGHT!" she yelled, "Do you not realize how incredibly rude it is to be breaking into somepony's home and waking them up?" Twilight gave a pleading look. "I'm sorry, Rarity, but it's an emergency!" she exclaimed. Having had a moment to calm down, Rarity inquired "Is it about the creature we found? Is he awake?" Twilight nodded. "Yes, he's awake. Rarity, I need to know if you've told anypony about him yet?" Rarity shook her head. "No, I haven't told anypony about him except for Fluttershy. I felt it best that you handle that endeavor." Twilight sighed. "Ok, thank you for not telling anypony. Sorry again for waking you." Rarity gave a dismissive wave of her hoof "It's quite alright dear. Just don't make a habit of it. Good night." As Twilight began to turn away, she said "Good night, Rarity." As she closed the bedroom door behind her, Twilight teleported back to the library.

LOCATION: Twilight's Library
TIME: Middle of the night.

In a flash, Twilight reappeared, and looked around. She saw Gyvon sitting in a corner, a small stack of books laying on the floor next to him, while he read "A Beginners Guide to Magic". He looked up as Twilight approached. "So, are we good?" he asked. Twilight nodded, "Yes, Rarity hasn't blabbed yet. Though she was a little ticked that I woke her up in the middle of the night." Gyvon chuckled at this. "I would be too." he said. "Ah well, no harm done." He closed the book he was reading and held it up. "Fascinating stuff you've got here." he said. Twilight snorted, "Please. Any unicorn worth their horn could do the spells in that book." Gyvon shrugged at this "Maybe," he said, setting the book down and pulling a quarter out of his pocket "but it's a lot more than anyone from my world can do. 'Magic' where I'm from is nothing more than misdirection and sleight of hand," Gyvon proceeded to demonstrate with the coin, using a simple trick he had learned as a child, "nothing like what's in that book."

"Huh, you seem incredibly well grounded all things considered." said Twilight. "I mean, you're teleported a long ways from home, landed in a totally new environment, and you haven't been exposed to magic until today. How are you managing to cope with all of this?" Gyvon couldn't help but laugh at the absurdity of the situation. "Trust me, Twilight. I've been around the block a few times and I've seen some weird sh- stuff in my time." Regaining his composure, Gyvon looked over at Twilight, who had a confused look on her face. "I'll tell you about it some time. I'd rather meet your friends first, though." Twilight nodded. "Of course. I'll bring them over after the race tomorrow. You can watch it from the top floor if you want." with this, Twilight yawned, fatigue finally taking it's toll on the young mare. "It's getting late. I'd better go to bed if I'm gonna make it to the race tomorrow." she said. "Very well. I've got some reading to do." replied Gyvon. "Good night." Twilight turned and made for the stairs.

As soon as her bedroom door was closed, Gyvon reached for another book, this one "The History of Equestria: Part 1" he saw earlier. Although he opened the book, he had trouble reading it. His mind was working at light speed. He told Twilight that he'd tell her some of the things he had seen. What should I tell her?, he thought to himself. The War, obviously, but how much detail should I go into? Should I tell her about the battle of Mission City? Giza? Chicago? he set the book back down, got up, and walked over to the bed. Should I tell her about what the Decepticons did to me? What they did to my Platoon? As he came to bed, he realized that he would have to tell her eventually. As he laid down, he couldn't help but wonder What have I gotten myself into this time? And with that, he was out like a light.

Chapter 3: Race Day

Chapter 3: Race Day

Chapter 3

Race Day

LOCATION: Ponyville
TIME: Early Morning

As the Sun rose over the Whitetail Woods, the citizens of Ponyville began to stir. Fluttershy, having made sure none of the animals in her care would wander out onto the track, was enjoying a light breakfast before making her way to the grandstands erected in the Town Center. Rainbow Dash actually managed to get up early for once and began psyching herself up. Applejack had gotten up long before dawn, and was working hard setting up the concession stands. Rarity had planned on watching the race from her shop, so she decided to sleep in after having her sleep interrupted last night. Pinkie Pie had spent the whole night putting the finishing touches on the fruitcakes for the winners of the race, and hadn't been to bed at all.

At the Library, Spike woke up, ready to begin a new day. He had a lot of chores that needed to be done, and if he hurried he'd be able to watch the race. Opening the bedroom door, he noticed that Twilight had left him a note.

Spike:

Our quest's name is Gyvon. He will be staying with us for the foreseeable future. When you have finished your usual chores, please move the spare bed to the basement. He should have plenty of room down there.
Signed: Twilight Sparkle.

Sighing at the added work, Spike headed for the stairs. I hope he likes pancakes he thought to himself. As he walked downstairs, spike's jaw dropped in disbelief. The downstairs are was a complete mess, with books strewn all over the floor. "WHAT THE HEY?! I JUST CLEANED THAT LAST NIGHT!" yelled Spike, searching for the cause of this mess.

Sitting in the corner of the room was Twilight's guest from last night, looking up from a book. "Who are you?" he asked, having been disturbed from the copy of "101 Equestrian Myths and their Origins" he was studying. Spike, in an indignant tone, replied "The name's Spike. I'm Twilight's assistant. Now, are you the one who made this mess?" Gyvon blinked, and looked around, noticing for the first time the mess that he had made searching for an interesting book. "Oh, I am so sorry about that." he said. "Don't worry about the mess, I'll clean it up myself." Spike shook his head "No, it's my job. I'll do it." Gyvon waved his hand in a negating fashion "I insist. It's my mess, and therefore my responsibility."

Spike sighed, resigned to letting Twilight's guest clean up. "Alright you win. I have to make breakfast anyways." Spike said, admitting defeat for the moment. "Do you like pancakes?" Gyvon smiled. "Love 'em." he replied.

As Spike went into the kitchen to make breakfast, Gyvon went to work. Thanks to his Cybertronian brain, he had no problem finding where the books belonged. "Hey," Gyvon called to Spike, "ya'll have any coffee?" Spike poked his head out. "Of course. How do you take it?" he asked. "Black, no sugar." replied Gyvon. Spike nodded as he popped back into the kitchen.

Just as Gyvon re-placed the last book on the shelf and Spike had finished his cooking, Twilight Sparkle came downstairs. "Good morning, Gyvon." she said cheerfully. "'Morning Twilght." he replied. Twilight looked around. "Where's Spike?" she asked. "Don't tell me he's still asleep." Gyvon laughed and shook his head. "No, he's in the kitchen, making breakfast." As the words left his mouth, Spike reappeared, a small bit of flour still clinging to his scales. 'It's ready." he called out. "Come and get it while it's hot." Twilight and Gyvon followed Spike into the kitchen

Twilight and Gyvon followed Spike into the kitchen. There, Gyvon saw a massive stack of pancakes piled high in the center of a table. As they all sat down and served breakfast, Gyvon spoke up. "I... forgot to say thank you last night, Twilight. I appreciate everything you've done for me." Twilight looked up from her plate. "No need to thank me. I was just curious about what happened. First there was lightning with no clouds, and then you just fell out of the sky." she said while using her horn to manipulate her knife and fork. "What was that, by the way?"

"Space-bridge." replied Gyvon, digging into his plate of pancakes. "Basically, what it does, is tear open a hole in the space-time continuum, allowing someone to travel between two points near-instantaneously. Don't ask me about the details. I'm a soldier, not an quantum physicist." Twilight was intrigued. "Why would you use such a device?" she asked. Gyvon had finished his pancake and was pouring a cup of coffee by this point. "Didn't have much of a choice. It was either take the bridge or die in a fire." he said, noticing Twilight's confused look at this statement. Gyvon began telling Twilight the story about how he had arrived. The way they had tracked Galvatron, to when the trap on the Decepticon ship had been sprung, and how he was forced to make a jump to an unknown location in the galaxy. Gyvon left out a few details, such as the fact that Galvatron and his unit were non-biologic organisms. There would be plenty of time to tell her the full truth later. He took another sip of coffee as he finished the story.

"Well, I'm glad that you managed to survive." said Twilight. "You're more than welcome to stay here as long as you want." Gyvon smiled and finished his coffee. "As long as I have access to this fine brew, I'm not complaining." Just then, there came a loud crash from the other room. Twilight quickly got up to go see what it was. She saw that one of her windows was broken, and sprawled on the floor was the culprit, Rainbow Dash, having muffed yet another landing. "What the heck are you doing here, Rainbow Dash? Don't you have a race today?" asked Twilight. Rainbow Dash looked sheepishly up at Twilight and said "Eh, I've got plenty of time. Fluttershy told me you've got a strange creature visiting and I wanted to see for myself."

Gyvon, having been listening from the doorway, walked around the corner, visibly annoyed. "I thought you said that Fluttershy wouldn't tell anyone!" Twilight was taken aback by his sudden outburst. "I thought so too. Oh, I hope she isn't spreading rumors. That's so unlike her!" Rainbow Dash picked herself up off the floor. "Don't worry. She only said anything because I mentioned Pinkie Sense." She looked over towards where Gyvon was standing. "So you're what set Pinkie Pie's radar off. What are you anyways?" Rainbow asked, with an inquisitive look on her face.

"Human." replied Gyvon. "Or, rather, I used to be." Both Twilight and Rainbow Dash were confused by that statement. "What do you mean 'used to be'?" asked Twilight. "It's... a long story." replied Gyvon, turning away with a pained look on his face. "I'll explain the details later. I'd rather only tell the story once." After a few moments, he turned back, a smile on his face. "Name's Gyvon, by the way." he said. "Rainbow Dash. Pleased to meet you."

"Well, I better get going" said Rainbow Dash. "Don't wanna be late for the race!" and with that, she flew out the broken window. "Are all your friends that..." Gyvon began to inquire. "Eccentric?" finished Twilight. "I was gonna say 'nuts' but eccentric works." Twilight laughed. "Yeah, they all have their quirks." Just then, there came a ringing of ten bells from the clock tower. "Oh, look at the time. I need to go save my seat at the race." Twilight said, and looked up at her guest. "If you want to watch, you can see the whole race course from the balcony."

"Sounds like a good idea. I've got some studying to do in the meantime." replied Gyvon. With that, Twilight turned and walked out, heading for the town center.

LOCATION: Ponyville Town Center.
TIME: Just before noon.

The Town Center was bustling with activity. Ponies from all over Equestria had shown up for the inaugural running of the "Fruitcake 500". Twilight headed for the grandstands, searching for Fluttershy. As she passed by the concession stalls, she saw Applejack busily selling various snacks to the assembled crowd. "Hi Applejack!" called out Twilight. "Howdy Twilight!" responded Applejack, having finished serving a spiky maned stallion with an hourglass cutie mark. "How ya doin'?" she asked. Twilight moved towards the stand, taking care not to cut in front of the line. "I've been fine. Are you busy after the race? There's someone staying at my place that I want you to meet." Applejack looked away from the pony that she was serving. "I'll see what I can do, sugarcube. I don't know how long I'll be cleaning up after the race, though."

"Alright, Applejack. Just try to be quick. He's very interested in meeting everypony." Twilight said. "Speaking of which, have you seen Pinkie Pie?" As if on cue, there came a loud snoring from behind the counter. Twilight peeked over, and saw Pinkie Pie sleeping on the ground. "She's been like that since she showed up." said Applejack. "I don't think she got a wink of sleep last night." Twilight couldn't help but smile. "Well, when she wakes up, tell her to come by the Library after the race. See you later, Applejack."

"Later, Twilight" called Applejack as Twilight left. On her way to find Fluttershy, Twilight caught something out of the corner of her eye. She turned and saw a massive pile of Fruitcakes. Next to the stack was Pinkie Pie's party cannon. I wonder why Pinkie brought THAT, thought Twilight. In the distance, she saw Fluttershy sitting in the only empty section of the grandstands. Calling out to her, Twilight made her way to where Fluttershy was sitting.

LOCATION: Library Balcony
TIME: Noon

"Hurry up, Spike. It looks like the race is about to start!" called Gyvon down the stairs. "Hold your horses!" replied Spike. "I've got a lot of snacks to carry." As he said it, there came an amplified voice from the Town Center. "Hello, race fans! I am proud to welcome you to the first running of the Fruitcake 500! I'm your announcer, Darrell Coltrip." As Spike finally made it up to the balcony, in the distance, Gyvon could see a shaggy maned stallion with a checkered flag cutie mark speaking into a megaphone.

"Today's race is about to begin! All racers report to the starting line." There appeared to be thirty racers, all of them Pegasi. Gyvon could make out Rainbow Dash's distinct multicolored mane near the front of the starting grid.

"Racers, Are you ready?" said the announcer. There was a cheer from the assembled pegasi. "Fans, ARE YOU READY!" The assembled crowd exploded in cheers, both from the grandstands and the viewers lining the rest of the track.

"Racers, on your marks!" The racers assembled in formation. "Get set!" All of the pegasi tensed up, waiting for the command to go. It would never come.

ROOOOOOAAAAAAARRRRR!

Everyone, Gyvon, the racers, and the fans all looked up in fear, only to see a great, black dragon, descending on the assembled crowds, aiming for an easy meal.

Chapter 4: Dragonfire.

Chapter 4: Dragonfire.

Chapter 4

Dragonfire

LOCATION: Library Balcony
TIME: Noon.

"Oh, you have got to be kidding me!" exclaimed Gyvon, watching as the dragon dropped from the sky. The ponies all scattered in a panic. The ones in the grandstands nearly trampled each other in a desperate attempt to flee, while those that were on the track sidelines simply ran as far as they could. The pegasi scattered in all directions like spooked birds, though a few deliberately flew to the northeast, towards Canterlot. "Oh, I hope they warn the Royal Guards! They'll save us!" squeaked Spike, fear nearly paralyzing the young dragon.

"Well, Spike old buddy, it looks like I'm on duty now." said Gyvon, stepping towards the railing. "Stand back." And with that, Gyvon began to transform. Flesh and cloth were replaced by metal and glass. Wings extended from his back, and below them, twin jet's folded out from a compartment. From Gyvon's chest, a fighter's nosecone protruded slightly, giving him access to radar. His hair retracted, and from a compartment on his back a helmet folded up. Armored plates extended from Gyvon's forearms and shins.

When the transformation process had completed, Gyvon jumped off the balcony and flew towards the great beast. Spike, having watched with disbelief, could only muster a soft "woah."

LOCATION: Ponyville Town Center
TIME: Noon.

The great beast hungered. For the first time in centuries, the dragon had woken up from it's slumber, and it was famished. Now, it's meal fled before it's terrible form. By roaring, the beast had merely alerted it's prey to it's presence. This did not matter. The dragon loved nothing more than to feel the fear of it's prey before savoring the flesh.

There was one, however, that did not flee. A pink filly, wearing a gaudy tiara on her head. The filly was paralyzed with fear, eyes wide in fright. The filly would be no more than a mouthful to the dragon, but there were plenty more running around town. Plenty more to sate it's appetite.

The dragon began stalking towards the filly, slobber leaking copiously from it's mouth. "DIAMOND" cried another pony, this one wearing a tie and collar. The dragon paid the stallion no mind. There was nothing it could do to harm the beast.

But, there was one who could. At full speed, Gyvon flew in and punched the monster in the side of it's head. This merely annoyed the dragon, who then swatted the offending insect with the back of it's hand, sending Gyvon hurling through the Carousel Boutique. The dragon then turned back to it's appetizer, only to find that the filly had managed to flee while the beast was distracted. The monster roared in fury at having it's meal denied.

Inside the boutique, Gyvon picked himself up and dusted himself off. He noticed a white unicorn rushing over to him. "Take cover. I've got this." he said, reactivating his thrusters and jetting back out to engage the beast. Along the way he extended a cleaver from his right arm, and activated the Gatling cannon in his left. He fired a seven round burst at the dragon, but the 5.56mm bullets merely ricocheted off the armored scales. This gained the beast's attention, and caused it to breathe a blast of fire towards Gyvon.

As he dodged the blast, Gyvon noticed two figures flying in from the north. They were two of Canterlot's Royal Guards. Ok, the warning got out thought Gyvon, who took a moment to analyze the situation. The Royal Guards banked towards the beast, extending their wings as they dived. Their razor sharp feathers bit deeply into the dragon's flesh as they flew by, leaving fine gashes and dislodging numerous scales. The dragoon was enraged. For the first time in centuries, the beast felt pain. As the guards turned for another pass, the beast breathed fire at them. The first one was knocked out of the sky by a rush of air as the flames shot by, singeing his tail in the process. His partner was not so lucky. He was caught in the heart of the blast, and was instantly vaporized.

As the beast went to finish off the remaining guard, Gyvon sprang into action. Bringing his blade to bear, he slashed at the beast's face, slicing it's right eye in half. Enraged even further, the dragon whipped it's tail around, narrowly missing the thing that had injured it. As Gyvon turned to face the creature yet again, help had arrived. Twilight Sparkle and the white Unicorn from earlier were levitating sections of the grandstand and tossing them at the dragon. Rainbow Dash and a yellow, pink maned pegasus were carrying in rocks and dropping them onto the monster. From the concession area, a pink earth-pony shoved a fruitcake down the barrel of a cannon, and fired, hitting the monster in the belly and knocking the wind out of it. Another earth-pony had managed to throw a lasso around the creature's wings, preventing it from flying away.

With the dragon thoroughly preoccupied, Gyvon made his move. He raised his Gatling cannon again, this time aiming for one of the missing scales on the beast's chest, and fired three rounds. The bullets penetrated the naked flesh easily, and tumbled around the body cavity, destroying the dragon's internal organs. Having been struck a mortal wound, the dragon collapsed. It was not quite dead yet, and it tried to breath another blast at the thing that had killed it. But the beast couldn't, it's lungs were thoroughly shredded. As Gyvon walked up to the dragon, it got a good look at it's killer before succumbing to the blackness.

Gyvon looked around, surveying the aftermath of the battle. The ponies had returned to see what had happened, some disbelieving that a dragon could be slain, others fearful at the thing that had done so. He saw Twilight Sparkle staring at him. Her body was in a defensive posture, and there was fear in her eyes. He retracted his weapons, and transformed back to his human form, shocking all that saw him do so.

"Gyvon? Is that you?" asked Twilight, cautiously stepping closer. "Like I told you, Twilight, it's a long story." replied Gyvon, kneeling down to her eye level. As he spoke, Rainbow Dash and four other ponies that he hadn't met yet gathered around Twilight, looking Gyvon over. "And I'm assuming that these are your friends. It's a pleasure to meet you. All of you. Although, I wish the circumstances were better."

As if a damn had broken, the ponies began to cheer. A few at first, but the noise soon grew to a crescendo. Some stood a distance away, yelling their approval. The braver ones started rushing towards their savior. Others jumped and danced with joy at having the town saved. One mint colored unicorn even stood on her hind legs and clapped with her front hooves. This was an entirely new experience for Gyvon. Being a SEAL, he had never expected nor had he sought public praise for his work. He couldn't help but smile and raise his hand to wave to the growing crowd, causing their cheers to become even louder.

Suddenly, a shadow encroached on the town center. Expecting another attack, Gyvon brought his Gatling to bear, and looked up, searching for a foe. What he saw, instead, was an entire brigade of Canterlot's Royal Guards swarming the skies. One pegasus, this one with ornate black, gold trimmed armor, broke off from the formation and flew to where Gyvon was standing. Seeing that there was no threat, Gyvon lowered and retracted his weapons once again

As the pegasus landed, Gyvon noticed that he was different from the other Royal guards. His armor was not only a different color, but also studded with brilliantly cut sapphires. His coat was a dark grey color, and there was a scar over the guard's left eye. The tip of his right ear appeared to have been chewed off, and there appeared to be even more scars over what Gyvon could see of the Guard's body. Veteran. concluded Gyvon. As the pegasus landed, the assembled crowd quickly grew quiet.

"I'm Brigadier General Icewing of the Canterlot Royal Guards, 1st Airborne. We had gotten reports of a dragon attack on Ponyville." stated the pegasus. "What happened here, and who are you?" he demanded. "Sir, Lieutenant Gyvon, United States Navy." replied Gyvon, standing at attention. "And, as you can see, the dragon's been taken care of." Icewing snorted "I can see that. Was anyone hurt?" Gyvon lowered his head. "Unfortunately, yes." he replied, his voice growing somber. "Halfway through the battle, two guards showed up. One was knocked out of the sky. The other took a direct hit from the dragon's fire breath. Those were the only casualties I saw." Gyvon looked the General in the eye. "Why did you only send two guards, sir?" he asked. General Icewing was taken aback by the question. "I didn't. They must've been on patrol when they saw the attack and intervened on their own. Where is the survivor?" Gyvon pointed over to the injured guard, who was being attended to by a nurse. "Thank you. We will speak later. I need to debrief him."

As the General rushed off to speak with the surviving guard, there came the sound of trumpets blaring. Flying in from the north was a carriage being pulled by more of the Royal Guards. Riding on the carriage were two mares unlike any that Gyvon had seen so far. These must be the Princesses, thought Gyvon. As they got closer, Gyvon saw that the descriptions in the history books he had read did not do them justice. When he'd read that Princess Celestia's mane was all colors of the rainbow, he imagined it to be similar to Rainbow Dash's. Now he could see that the colors were flowing like water. Princess Luna's mane, on the other hand, appeared to be composed of actual stars.

As the carriage landed, all of the ponies except General Icewing, Twilight, and her friends began to kneel. The Princesses stepped out of the carriage, and for the first time, Gyvon saw just how much taller they were than the other ponies. While Twilight Sparkle only came up to his chest, Gyvon could look Princess Celestia in the eye without having to kneel down first.

As Princess Celestia approached, Gyvon noticed that she seemed to be projecting an aura of calmness. Her very presence was enough for him to feel that everything was going to be alright. For the first time since that disastrous mission in Saudi Arabia, Gyvon felt truly at peace.

"You must be the one Twilight told me about." Said Princess Celestia, her voice as sweet as honey. "Was it you who slayed the dragon?" asked the Princess, "It was." replied Gyvon. Princess Luna stepped forward. "Then, thou hast our deepest gratitude, good sir." she said, her voice harsher than her sister's, almost reverberating. "Pray tell, was anypony hurt in the attack?" Gyvon shook his head. "Just the two guards as far as I can tell. I haven't had time to fully assess the situation. But..." Gyvon sighed, "... it could have been much worse."

After he had spoken with the injured guard and a few members of the crowd, General Icewing walked over to Princess Celestia. "It appears that we owe Lieutenant Gyvon our thanks. Like he suspected, there were no other casualties. He even managed to save the life of a young filly." Gyvon bowed his head. "Just doing my job." Icewing was shocked by this statement. "Slaying dragons is your job?" Gyvon snickered. "Not specifically. The real thanks goes to Twilight and her friends. Without their timely assistance, I might not have been able to stop the beast."

Twilight and her friends beamed at the praise, and the princesses looked over at them with pride. "Oh yes, they are wonderful girls." Celestia said. "However, whoever is most deserving of praise is of no matter. A dragon has been slain. By my royal decree, a celebration is in order." As if on cue, more pegasi flew in, each pulling large wagons loaded to capacity with various treats and beverages. "They were meant for the end of the race, but it's better not to let the party goods go to waste." And with that, the town once again exploded in cheers.

Unbeknownst to anyone, it was not only ponies that saw the battle. As the impromptu victory celebration went on, cold, calculating eyes watched.

Chapter 5: Memories

Chapter 5

Memories

LOCATION: Ponyville Town Center
TIME: Afternoon

Ponies seemed to be filing in for the celebration from all over Equestria. Before long, Ponyville's population seemed to have quadrupled, and even more revelers kept showing up. Soon, Princess Celestia had to order the Royal Guards to begin turning ponies away.

The dragon's corpse was hauled away by the 1st Airborne with relative ease, and anypony that saw it gave a great shout. General Icewing then ordered the guards on a rotation. Half would remain to enjoy the party, while the rest would return to Canterlot in case of an emergency. Later, the one's who had stayed would relieve the guards sent back to Canterlot, so they could enjoy the festivities as well. While the corpse was being fitted with tackle, Twilight formally introduced Gyvon to her friends.

All throughout the party, ponies kept assaulting Gyvon with questions. What was he? Where did he come from? Why was he here? Gyvon answered their questions to the best of his ability. Some giggled when he said his world was called "Earth". He didn't tell them about the war, or about how he came to have his transformation ability. However, Twilight Sparkle managed to corner him away from anypony else and asked how he was able to transform. "After the party." he had told her. "Gather your friends and the Princesses. I'll explain everything then." Satisfied that she'd finally get a straight answer, Twilight went off to talk to her teacher.

The Royal Caterer's had outdone themselves. They had provided various treats and drinks, some relatively mundane to Gyvon, such as the various cakes and juices, others more exotic, such as the alfalfa sandwiches and salt-grass stuffed tomatoes. Guess I shouldn't have expected meat here. thought Gyvon, trying one of the tomatoes.

The party lasted long into the night. However, eventually, the ponies began to file out in ones and twos. At midnight, all but the most diehard party animals had gone off to bed. Twilight rounded up her friends and the Princesses. "Alright, Gyvon. Time to tell us..." but she didn't finish her sentence. Gyvon had slipped out at some point, and was nowhere to be found. The only trace of his passing was a set of deliberately-made footprints headed towards Stargazer Hill

LOCATION: Stargazer Hill.
TIME: Midnight.

It was quiet. Gyvon knew this would be the perfect place to tell his story. I hope Twilight found my trail. It's not like I bothered to hide it. he thought to himself. He wanted to keep some of the details secret, but he owed Twilight, her friends, and the Princesses the full truth. Gyvon laid down on the grass when he made it to the top of the hill, and stared off into the night sky, searching...

He found it. It was an easy task. Gyvon saw the coordinates for Equestria on the console before taking the bridge. From that starting point, the calculations were a simple matter for his Cybertronian brain. He stretched his hand out, as if to grasp the target of his search. Earth. Home.

"There you are!" said Twilight Sparkle, shocking him out of his reverie. He smiled. "I was wondering when you'd show up." Gyvon sat up and looked over to see Twilight and her friends. Pinkie Pie, Rarity, Applejack, and Rainbow Dash were right behind Twilight. Fluttershy was further back with the Princesses. To his surprise, Gyvon also saw Brigadier General Icewing to the right side of Princess Celestia. "I wasn't expecting you here, General." Icewing straightened up when he was addressed. "Protocol dictates that the Princesses must always be accompanied by a Guard while out of the castle. I volunteered when I heard that they would be meeting with you."

Gyvon sighed. "I was hoping to keep this quiet. Still, better you, General, than someone I haven't met before." Princess Luna stepped forward. "Why all this secrecy?" she asked. "Yeah, what's the deal?" demanded Rainbow Dash. Soon, all of the ponies were pleading to hear the story. All except Princess Celestia. She cleared her throat, bringing all to abrupt silence.

"I too am curious. I noticed during the celebration that you wouldn't give anypony a straight answer. There must be a reason. I got the distinct feeling that you're used to keeping secrets." Gyvon chuckled, and nodded. "You're right, Princess. It's a bad habit I picked up." he said. Gyvon removed the Budweiser badge from his lapel and held it up as if to inspect it. "However, I believe that all of you need to know what I'm about to tell you. It's... not a pleasant story."

Gyvon told them about the war. The first contact with the Cybertronians, the finding of the AllSpark, the Battle of Mission City, the formation of NEST, Operation: Firestorm, everything. Most of it was second-hand information, since Gyvon was either in the Academy or in SEAL training when the events took place. Chicago was a different story. He had fought in Chicago. Using his hologram projector, he showed them the highlights of the battle, from the moment his team swam up the river, to the deaths of Megatron and Sentinel Prime.

Everypony was appalled at the destruction of the city. General Icewing, however, did nod in approval at the tactics used to take down the Decepticons. "Casualties for the battle were relatively light for the military. However, thousands of civilians were killed when the 'Cons took control." said Gyvon. "My word!" exclaimed Luna.

"With the death of their leader, the Decepticons became less a threat and more of a nuisance." said Gyvon as the recording ended. "Leaderless, they either scattered to distant corners of Earth, left entirely, or defected. The war was over. At least, that's what we thought." Gyvon brought up another image, this one a fleet of ships traveling on the ocean. "After over a month of bickering, it was finally decided that Megatron's corpse would be dropped into a volcano. On the Big Island of Hawaii to be specific. Unfortunately, things didn't go according to plan." As he finished that statement, there was an explosion on the one cargo ship in the flotilla. "Megatron had been revived somehow, and took the name Galvatron." In the hologram, a massive figure flew out of the explosion, and up into the night sky.

"Afterwards, the Decepticons once again became a threat. They began raiding cities all over the world. They were still beaten easily enough. Even without Autobot assistance, the various armies of the world knew how to defeat them." The image winked out. "One day, NEST got intelligence about the location of a major Decepticon base. My team, along with one of the Autobots, was sent in to investigate..."

LOCATION: Rub' Al Khali, Saudi Arabia
TIME: 0001 Zulu, 1 year ago.

"Miles and miles of miles and miles." noted the C-17 pilot, taking in the scenery of the Empty Quarter. The perfect place for a hidden base. "How much longer? Asked the Lieutenant over the intercom. His men were getting jumpy. "Five minutes to the drop zone." answered the pilot.

The Lieutenant called out for everyone to get ready, and approached the dune buggy they had brought with them. "How you holding up, Dune Runner?" he asked. The holographic driver simply nodded, but the Lieutenant could tell the Autobot was agitated. They had worked together long enough.

"Two minutes!" called the Loadmaster. "Alright, listen up troops." said the Lieutenant. "Dune Runner's going first. After he leaves, we go in. Remember to pull your chutes immediately after you jump, it's gonna be a low one." His men already knew the plan. They had gone over it in detail numerous times before.

"Thirty seconds!" The SEAL's under the Lieutenant's command stood, and lined up for the jump. When the rear doors of the transport opened, Dune Runner shot out, transforming midair as he did so. Shit, the Lieutenant thought. The Autobot jumped the gun. Time to improvise, and with that, he jumped out as well, his men following close behind.

They all landed safely and regrouped with Dune Runner. "See anything?" asked the Lieutenant. "Not yet" replied the Autobot. "Then let's move out. I'd like to be out of here before dawn." The SEALs swiftly made their way towards their destination. Satellite imagery had only shown light activity, but the Decepticons could have easily built a base underground.

When they were within a mile of the suspected base, Dune Runner stopped. "Wait!" he said. "Something's not right." It would be the last he would speak. A Decepticon sniper had managed to line up a shot right through the Autobot's spark, killing him instantly.

Before he could come up with an escape plan, the Lieutenant's team was surrounded. The Decepticons had risen from the very sand of the desert. The SEALs formed up around their Lieutenant, ready to fight their way free. To the Lieutenant's surprise, one of the Decepticons spoke. "Humans. Lay down your weapons and surrender, and we'll spare your lives." Whatever the Lieutenant had expected, it wasn't this. According to reports given to command, the Decepticons were not interested in prisoners.

One of the greener soldiers panicked and fired on the nearest Decepticon. For his trouble, he was instantly vaporized. "I will not ask again. Lower your weapons and we will spare your lives." Surrounded, outnumbered, and outgunned, the Lieutenant saw no way out of the situation. "You heard him, men." he said, lowering his rifle to the ground. The others swiftly followed suit. From above there came a bright light. A Decepticon ship had seemingly appeared out of nowhere. When it landed, the Lieutenant and his men were soon herded aboard.

PRESENT DAY

Gyvon paused his story, making sure the listeners were keeping up. He did not need to worry. All of the ponies, even Fluttershy, were leaning in, hanging onto his every word. "Why did you surrender?" asked Icewing. Gyvon chuckled. "General, ever since I graduated from the Academy, I had always believed that my first duty was to the men under my command. All of them had loved ones waiting for them to return. We were surrounded. We had no hope of getting out of that mess alive. Then, they offered me a way out." Gyvon said, looking up to the General.

"I couldn't believe it at first, and my hesitation cost one of my men his life. I had to take the offer. It was the only way out I could see." As he finished, tears began falling from Gyvon's eyes. "How wrong I was."

LOCATION: Decepticon Mars Base, Prison Area.
TIME: Unknown, 1 year ago

It had been a week since their capture, and the Lieutenant was the only one left of his platoon. Galvatron himself had come and taken the SEALs away to some other part of the fortress. He had no idea what had happened to the men under his command, but judging by the screams, they weren't having fun.

With his men most likely dead, the Lieutenant had to fight to keep from giving in to the despair he felt. He was less than surprised when the door to his cell had opened, and found Galvatron towering over him. Show no fear, the Lieutenant told himself as Galvatron grasped for him. Don't give the bastard the satisfaction. He was held tightly as Galvatron carried him from the prison and into the adjoining chamber. What the Lieutenant saw shocked him deeply.

It appeared to be a medical lab. Far from the torture chamber that the Lieutenant was expecting, but the signs were still ominous. He knew that some Decepticons enjoyed torturing humans, and that Galvatron had done so from time to time, but the place looked too pristine to be intended for torture. Galvatron carried him to the far wall, and the Lieutenant noticed two human-sized surgical tables. One was empty, but the other one had what looked like a small Cybertronian protoform strapped to it.

Galvatron laid the Lieutenant on the empty table, and strapped him down. As the straps were being adjusted, the Lieutenant spoke up. "Just kill me and save us both some time. You won't get me to talk." Galvatron laughed as he finished with the straps. "Talk? I don't want you to talk." he said. "No, you don't know anything important." He shook his head at the small creature's ignorance. "Instead, I'm going to give you a great gift."

"Gift?" asked the Lieutenant. "What kind of Gift?" Galvatron waved a small scalpel at his prisoner. "Ah, ah, ah. That would spoil the surprise." he said. He walked over to a monitor hanging on a wall and activated it. "I offered the same gift to your men, but they couldn't... appreciate it." Galvatron picked up a tray of surgical instruments, grabbed another strange device and approached his prisoner. "Unfortunately for you, I don't have any anesthetics available, and this will hurt. I'm going to enjoy this." As Galvatron picked up a scalpel and began cutting, the Lieutenant had to struggle to keep from screaming out in pain.

PRESENT DAY.

The ponies were horrified at what he was saying. Rarity looked like she was about to pass out, and Applejack appeared sick to her stomach. "I'll spare you all the details." said Gyvon. "Please do." said Princess Luna, barely able to contain herself. Even Princess Celestia was visibly shaken.

"Suffice it to say, it was painful. Unbearably so. I passed out halfway through the... procedure. And when I came to..."

PAST

Darkness faded from the Lieutenant's mind. He could see Galvatron standing over him, gloating. Sirens filled the room. "Ah, good, you're awake." said Galvatron. "And just in time too. The Autobots are almost here." He tilted the table forward. "It's too bad I couldn't finish the procedure. You would've made a wonderful assassin." He turned away, heading for the back door. "However, you've made an excellent experiment. A proof of concept, as it were."

Experiment? Proof of Concept? "What the hell are you talking about" asked the Lieutenant. His voice sounded strange. Galvatron laughed. "Why, take a look to your right and tell me." The Lieutenant did so, and what he saw shook him to his very core. The surgical table was splattered with blood, fluid and flesh. A bloodstained skeleton was strapped to it. But what shocked him was that it was the very table that Galvatron had strapped him to earlier.

"No." said the Lieutenant, barely more than a whisper, as he realized what had been done. His very consciousness had been downloaded into the protoform, and his flesh used to cover it. Galvatron laughed. "Oh yes. Machine and flesh, working together in perfect harmony. But, I digress. He opened the medical bay's door. "Unfortunately, I must flee before the Autobots get here." And with that, he left, closing the door behind him. "YOU BASTARD!" the Lieutenant yelled, unable to contain the anger he felt. "GET BACK HERE! COWARD!" but it was no use. Galvatron had fled the base to parts unknown. His yelling, however, did serve to alert Optimus Prime to his location, and before long he came storming through the entrance.

"Lieutenant!" he exclaimed. "Where's Galvatron?" The Lieutenant nodded towards the back door. "Fled." he said, "He's long gone." Optimus approached Gyvon and unstrapped him from the table. "I see." he said, dejected. Ratchet was the next Autobot to enter the room. "What happened here?" he asked as he surveyed the scene.

PRESENT DAY.

"After I filled the Autobots in, we destroyed the base and returned to Earth." Gyvon said, finishing his story. "Why would that monster do something so horrible?" asked Fluttershy. Gyvon shrugged. "Dunno. He said he wanted an assassin, but I don't think that's the real reason. It would've been much easier to fake a defection." Gyvon shook his head. "No, I think he just..." before Gyvon could finish his statement, Pinkie Pie collapsed and began snoring loudly.

"Oh my. It is awfully late." said Rarity matter of factly. "I think it's time for everypony to turn in for the night." Everyone nodded at that. "Alright. I'll carry Pinkie Pie home." said Gyvon. "I just need to do one more thing before I do so. It'll only take a minute." The ponies headed their separate ways. The Princesses and Icewing flew off towards Canterlot, and Twilight and her friends all went home, leaving Gyvon and Pinkie Pie.

Now alone, Gyvon began dictating a message to be sent to Earth. He detailed how he arrived, and the inhabitants of Equestria. He even included footage from the battle with the dragon. Finished, he attached the copied the coordinates for a space-bridge jump, and transmitted the message.

Even at transwarp speeds, it would take weeks for the message to arrive, and god knows how long for the Autobots to respond. Ah well, first vacation in a year. Might as well enjoy myself. he thought, turning toward the sleeping pony. Before picking her up, he transformed into combat form. It'd be quicker to fly her home. He cradled Pinkie Pie in his arms, and took off for Sugarcube Corner.

LOCATION: Sugarcube Corner
TIME: Very Early Morning.

Gyvon landed in front of the store, taking care not to wake anybody up. He couldn't transform back to human, not with Pinkie still in his arms. He tried the door and found that it was unlocked. Quietly, he sneaked in, taking care not to wake up the proprietors. He tiptoed up the stairs, avoiding a creaky step that his on-board sensors warned him about.

Unfortunately, there was one that noticed his intrusion. Waiting at the top of the stairs was a little unicorn filly. Gyvon looked down on the little one and saw that the poor thing was on the verge of tears at seeing a monster like him. He raised a finger to his lips and made a quiet shushing sound. "Do you know where Pinkie's room is little one?" asked Gyvon, whispering. The filly's face lit up, and she nodded. Quietly, she bounded towards the end of the hallway and dissapeared into an open door. Gyvon followed, taking even more care not to make a sound, passing another open doorway as he went..

As he reached where the door, he saw what was most definitely Pinkie Pie's bedroom. Bright wallpaper and balloons of all shapes, sizes, and colors assaulted his vision. He approached the bed, and gently set Pinkie down, covering her with the blankets as he did so.

Turning around, Gyvon saw that the filly was standing next to him, staring at him curiously. "You should be in bed, little one." he said softly. He gently picked her up in one hand and carried her out of the room, closing the door behind him. He walked to the open doorway he passed earlier and peeked in. He saw two cribs, one currently occupied and the other conspicuously empty.

Gyvon placed the filly into the empty crib, humming the tune of an old nursery rhyme as he did so. The filly was asleep before he could cover her with the blanket, forcing Gyvon to smile. He turned and crept out of the room, down the stairs, and out the door.

Finally clear, he transformed back to human form and walked back to the library. Definitely worse places I could have ended up.

Chapter 6: Energon

Chapter 6: Energon

Chapter 6

Energon

LOCATION: Ponyville
TIME: Very Early Morning.

As Gyvon walked back to the Library, his mind began to wander. Should I have phoned home? was the one thought that kept returning. Here he was, on a peaceful, almost idyllic world. On Earth, however, he was officially dead.

He hadn't told Twilight or her friends this. It would be too depressing. When he had returned from Mars and had been debriefed, the Pentagon immediately declared Gyvon as K.I.A., and stamped his file as Top Secret/SAP faster than he could blink. His mother had been heartbroken when the news that her son wouldn't be returning home was delivered. Gyvon had even toyed with the idea of attending his own funeral in disguise, yet thought better of it. Back on Earth, he could never again come into contact with anyone that didn't have a security clearance. Despite the Autobots' and NEST's best efforts, he would always be alone.

Here, however, was a different story entirely. In Equestria, he no longer had to live in the shadows. Gyvon had made a friend almost the instant he had awoken after being transported to Equestria, and through Twilight, had made several more. For the first time in a year, Gyvon felt like he belonged somewhere. He could live out the rest of his life without worry. He could sit out the war.

And that was the rub of the matter. Despite everything, Earth was his home, and by sitting out the war, he felt like he would be abandoning it. Gyvon knew first hand what depravity the Decepticons were capable of. But, was it really his fight? Was it necessary that he personally fought against the Decepticons. The Autobot's numbers had swelled since Chicago, and even after Galvatron returned, the defecting 'Cons had remained loyal to the Autobots. Was he really needed?

His mind was still a tumble as he opened the door to the Library. As he entered and closed the door, he saw that Spike had left a bowl of jewels on a table. "Guess he forgot to clean those up", muttered Gyvon. He reached for the bowl, intending to take it to the kitchen. However, as he picked it up, a surge of energy shot up his arm, causing him to drop the bowl in surprise. The bowl shattered as it hit the floor, and the contents scattered.

"It can't be." he breathed, kneeling down and picking up a gem, examining it closely. It appeared to be an ordinary agate stone, but the tingling in his fingers suggested otherwise. To confirm his suspicions, Gyvon brought his energy analyzing program online, and hoped that he was wrong.

He wasn't. The analysis took less than a second. "Energon!" he breathed. He went into the kitchen to grab another bowl, placed the gem inside, and returned to the lobby. He picked up another gem, this one a moss opal, and scanned it. The scan came back positive for energon as well. He tested gem after gem, hoping against hope that the first two were just flukes. Each test came back positive.

All doubts he had about calling home were now gone. "Shit!"

LOCATION: Twilight's Library.
TIME: Morning

After only a few hours sleep, Twilight woke up. Still a little groggy from having been up late, she debated going back to bed when there came a crash from downstairs. She bolted upright, startled by the sudden noise. She ran for the door, and down the stairs to see what was making such a racket. She saw a lamp that had been knocked over, and an obviously book lying next to it. On the other side of the lobby, she saw Gyvon holding his head and cursing under his breath.

"HEY!" exclaimed Twilight. "Why are you throwing perfectly good books around?" Gyvon looked up to see an angry Twilight staring down at him. "Sorry." he said. "Just got a little frustrated. We might have a serious problem on our hands." Twilight, using her magic, righted the lamp and picked up the book, levitating it in front of her. "What kind of problem, and what does it have to do with...geology?" she asked as she walked down the stairs.

Gyvon reached for the bowl of gems and held one up for her to see. "Energon." he said. "A very potent source of energy. It appears that this world has rich natural deposits locked in gemstones." Twilight was still confused. "So? What's wrong about a natural source of energy?" she asked. "Energon is the lifeblood of Cybertron." replied Gyvon. "What's more, according to that book, this world has natural gemstone deposits just about everywhere. If the Decepticons find this world, they'll strip mine it until there is nothing left."

Twilight nearly dropped the book in shock. "How likely are they to find us?" she asked. Gyvon stopped to think for a moment. He hadn't thought that far ahead yet. "I don't know." he said finally. "Now that I think about it, though, it's highly unlikely." He sighed. "Sorry. I guess I over-reacted." Gyvon walked over to Twilight and took the book from here. "Still, I should talk to the Princess about this." he said, placing the book back on the shelf.

"I could set up an appointment for you when Spike wakes up." said Twilight. Gyvon nodded. "That would be fine." He sighed. "I think I'll go for a walk. Clear my head a little." As he exited the Library, Twilight grabbed a quill and roll of parchment to write down her letter to Princess Celestia.

LOCATION: Ponyville
TIME: Mid Morning

The ponies were just beginning their day. Some were rushing to their various jobs, some were busy cleaning up after the big party last night, and others seemed to be just strolling along. Many of them stopped and when they saw Gyvon, and he'd reply with a wave of his own. One brown coated stallion spotted Gyvon and approached him swiftly, almost running him over. He was wearing a tie and collar, and had a pair of heavy looking saddlebags over his flank.

"Sir, I must thank you for rescuing my daughter yesterday." he said, shaking the saddlebags off. "My name's Rich. Filthy Rich." He pushed the saddlebags towards Gyvon, who saw that it was full of coins. He shook his head. "I couldn't. I was just doing my job." he said. Filthy Rich would have none of it. "Please, I insist, sir. Like my father always said, no good deed should go unrewarded." He pushed the bags closer. "I will not take no for an answer."

Gyvon sighed. There was no way he would be winning this argument. "Fine." he said, picking up the bags. "Thank you, sir." They were even heavier than they looked, and with no small effort, Gyvon threw them over his shoulder. Filthy Rich smiled. "It's no problem at all." and with that, he left.

At least I have some spending money now. mused Gyvon as he continued his stroll. As he entered the Square, he noticed that Unicorns were busy levitating in new stalls to replace the ones destroyed during yesterday's battle. There was a banner flying over one that proudly stated "Fruitcake 500 rescheduled for tomorrow." He also saw a lone stall near the start/finish line. Curious, Gyvon approached the stall and saw that it was for racers to sign up.

Coltrip, the race announcer, was manning the stand. As he saw Gyvon, he waved the human over. "Howdy sir." he said as Gyvon approached. "I saw that impressive flying you did yesterday and I want you to be in the race tomorrow!" he said, producing an application form. Gyvon was taken aback. "I'm not sure that's a good idea. I'm trying to get an appointment with Princess Celestia, and I don't want to commit to anything that would put that off." He said, ducking the issue. Coltrip laughed. "Sir, I have it on good authority that the Princess will be watching the race from her private sky-box tomorrow. It shouldn't be a problem. Although, if you want, I can put you down tentatively." he pushed the form closer as he finished.

Gyvon's mind was racing. On one hand, he didn't want to stand out too much, though the fight yesterday didn't help matters. On the other, it sounded like an interesting challenge, and if the Princess would be preoccupied anyways, it'd be a fun way to kill a day. "Ah, what the hell, you only live once." he said. "Sign me up."

"Great!" exclaimed Coltrip as Gyvon filled out the form. He produced some pamphlets and a placard when Gyvon had finished. "Here's your racer number, a copy of the rules, and a map of the track. I suggest walking it later to familiarize yourself with it." As Gyvon walked away from the booth, he read the pamphlets. The rules were fairly straightforward. The race was five hundred miles on a five mile track. There was a fifty foot hard ceiling, and he wasn't supposed to deliberately run anyone off the track. The other pamphlet was a map of the race track, which went from the town center out towards Fluttershy's, around Sweet Apple Acres, and back again. There were a few tight turns around buildings in town that would make things interesting.

He turned the placard over, and saw that he was number three. He smiled, remembering when he cheered for another racer with the same number when he was little. Just wish I could repaint my trim red, he thought, stuffing the items in the full saddlebags as he walked back to the Library.. He'd walk the course later, after he had spoken to Twilight.

LOCATION: Twilight's Library
TIME: Late Morning.

As Gyvon entered the Library, he saw Twilight was reading another geology textbook, and that Spike was busy replacing the window that Rainbow Dash flew through the previous day. "Hey." he said, setting the saddle bags down with a thud. "Hi." responded Twilight. "What's in the bags?" Gyvon opened one. "Some stallion gave 'em to me. Said they were to thank me for rescuing his daughter. He wouldn't take no for an answer." She whistled when she saw how full the bags were. "That'll last a while." she said. "Well, I got a reply from the Princess. She's busy tomorrow, but she's available for afternoon tea the day after."

Spike had finished with the window and was sliding down the ladder, when Rainbow Dash came crashing through. "Oh come on! I just fixed that!" he shouted. As he stormed off in a huff, Rainbow flew up to Gyvon. "Hey! What's this I hear about you racing tomorrow?" she asked. "Race?" asked Twilight, "What do mean?" Rainbow Dash pulled back a few feet. "Somepony told me that she saw you at the sign-in booth." Gyvon chuckled nervously. "Wow, news travels fast in this town."

Rainbow Dash gave a wide smile. "That's great!" she exclaimed, tackling Gyvon and knocking him over. "After that fight yesterday, I wanted to see just how fast you were!" Twilight walked up to the pair. "Well, this should be interesting." she said as she helped Gyvon up. "What's the fasted you've ever flown?" asked Rainbow Dash excitedly. Gyvon thought for a minute, trying to remember. "Well, if I remember correctly, I've gotten up to Mach 2.3 in a level flight once." Twilight tilted her head. "Mach?" she asked. Gyvon slapped his forehead, noticing his mistake. "For reference, Mach 1's the speed of sound."

Rainbow's eyes widened and Twilight's jaw dropped. "That's... pretty fast." said Twilight incredulously. Rainbow Dash recovered from her surprise soon enough. "Eh, I can do that easy. I'm surprised that bulky airframe of yours can go that fast." Gyvon had to struggle to keep from looking smug. He hadn't shown anyone his flight form yet. It was the one surprise he had been saving for a special occasion. "Oh, you'll see firsthand tomorrow." he said. "Speaking of which, I'm gonna walk the track later. Wanna come with me?" Rainbow Dash nodded enthusiastically. "How about right now?"

"Alright." he said, walking over to his bags to grab the track map. "Sounds like a good idea." Rainbow Dash's stomach suddenly growled like an angry dragon. "Why. don't we get lunch first?" Twilight asked. "There's a new restaurant in town I've been dying to try." Gyvon nodded, feeling a bit peckish as well since he skipped breakfast. "Sounds like a plan." He walked over to the saddlebags and extended a blade from his right arm. In one swift slice, he separated the two bags from each other, and slung one over his shoulder. "I'm buyin'." he said with a smile.

Chapter 7: Call to Post.

Chapter 7: Call to Post.

Chapter 7

Call to Post

(authors note: Map of race course located her. It's a big image: http://i.imgur.com/p3xdF.png

LOCATION: Ponyville
TIME: Afternoon.

After a hearty lunch, Twilight, Rainbow Dash, and Gyvon took a stroll around the track and met another last minute entrant, a wall-eyed Pegasus named Derpy, who had the same idea. Gyvon took careful note of the tight turns that'll be required where the track goes through the town. The fifty-foot ceiling would mean that he was likely to crash through a building if he wasn't careful. The first turn in particular would push his airframe to it's limit, and there was no chance in hell that he'd reach his top speed.

Outside the town, however, was a completely different story. The straightaway near Fluttershy's cottage and gentle bend around Sweet Apple Acres would mean he could open the throttle all the way. Thrust vectoring would allow Gyvon to keep the hammer down all the way out towards Snowy Rock. After that, there was one more straight before turning back into town, A dogleg around the Town Hall, and then they'd be across the finish line.

It was almost sundown when they finished their tour around the track. They stopped at the Library entrance. "Well, think you can make it?" asked Rainbow Dash. "Yeah, I think so." said Gyvon confidently. "It's no San Marino, but it's still gonna be a challenge." Rainbow Dash nodded in agreement. "No idea what a 'San Marino' is, but this course is tough. Those turns are gonna kill my speed." Gyvon couldn't help but smile. He'd been worried that the Pegasus would have the clear advantage through the corners. Now, it seemed to be more of an even match. "Well, I gotta dash. It's dinner time" said Rainbow Dash, before flying off in a blur.

"That reminds me. I've got a question for you." said Twilight as they stepped into the Library. The smell of fresh baked bread suggested that dinner was almost ready. "If you're a machine, why do you need food?" Gyvon chuckled. "Technically, I don't." he said. "I actually need energon." he said, taking a step towards the bowl, where they had left it earlier. "I can, however, survive on regular food for years as long as I don't overexert myself. Jetfire went centuries without a proper source of energon." he stated as he grabbed a gem and broke it in half. "Besides..." he tossed half of the gem into his mouth and screwed his face up in a look of disgust, nearly gagging as he swallowed. "... energon tastes like olives." he finished with a cough. Both Twilight and Gyvon laughed as they went to check on dinner.

LOCATION: Town Hall
TIME: Late Morning.

At least I'm not the only nervous one here today. thought Gyvon as he looked around. The officials had corralled all twenty racers in the town hall before the race. He was currently in his combat form, and it seemed to be intimidating some of his competitors, though a cheerful smile on his part helped ease some of the tension. Both Twilight and Rarity were there helping him get ready. Rarity applied the placard to his tail fin, and Twilight used a spell to blend it with his airframe, so that it wouldn't mess with his aerodynamic profile too much.

"Honestly, dear, why did you insist on such a drab color? Don't you know black is out this season?" asked Rarity. Gyvon groused at the question. "I didn't pick the color. Besides, it helps me blend in at night." He said. After they were done with their job, Gyvon ran a few last minute flight checks. Ailerons, rudder, thrust vector control, all came back positive.

Rainbow Dash cantered up to him. "Nervous?" she asked. Gyvon nodded. "A little. Haven't done an actual race before." Just then, one of the officials called for everypony to head out for the opening ceremony. "Well, good luck." they both said to each other. Rarity and Twilight both headed for the grandstands while the racers made for the starting grid.

LOCATION: Town Center
TIME: Noon

The crowd cheered with furor as the racers came out of the town hall. There appeared to be more spectators this time around than there were for the first race, and they all were trying to shout over each other. Many were holding up banners of their favorite racers. Some even had hastily painted banners for Gyvon.

The racers each stopped on their designated spots and faced the grandstands, Gyvon's being in the back row next to Derpy while Rainbow Dash's was near the front, and Coltrip climbed up into his stand. "Good afternoon, race fans. How about we try this again?" he said into the megaphone. "Due to a few racers dropping out after the dragon attack, we are proud to welcome a very special guest flier. Please give a round of applause to the hero, Gyvon!" The crowd erupted in cheers and Gyvon waved in response. I could get used to this he thought. Coltrip held his hoof up for silence. "Also joining us today from her personal sky-box, our illustrious ruler, Princess Celestia!" The cheers were even louder this time. From where he was standing, Gyvon could see Celestia. That's a skybox, alright he mused seeing that it was made of clouds.

When the crowd had quieted down, Coltrip once again spoke into the loudspeaker. "Racers, on your marks!" They all turned as one, facing down the track. The starting tree flashed red. "Get set!" The tree flashed yellow, and the Pegasi spread their wings. Gyvon brought his engines up to speed, nearly deafening the attendees. Coltrip tried shouting into the megaphone again, but couldn't make himself heard over the whining engines. It didn't matter. As soon as the tree flashed green, the racers were off.

The Pegasi got an early lead on Gyvon, but it wouldn't last. Before the stunned spectators eyes, he jumped into the air and transformed into a form they hadn't seen before. This one sleek, streamlined, predatory. He flew off at great speed, and caught up to the trailing Pegasi before the mansion turn. Applejack was the first pony to recover from the shock. "Huh. Didn't know he could do that." she said.

SHIT SHIT SHIT SHIT! was the only thought going through Gyvon's mind as he made the first turn as collision alarms went off. He had forgotten to turn them off before taking flight. The tight turns around this section of the track required his undivided attention or he'd crash into a building. It wasn't until he crossed the bridge out of town that he could turn the collision alarms off.

By that time, he had managed to actually gain a couple positions on the slower racers. He increased throttle a little and passed three more. The left turn in front of Fluttershy's required a little braking, but afterwards he gunned it. Gyvon broke the sound barrier around halfway down the long straight, shaking a few apples off the trees and passing five more stunned Pegasi in the process.

Rainbow Dash was up near the barn fighting for the lead when she heard the sonic boom. She couldn't see who had caused it, but she had a pretty good guess. As she made the turn for Snowy Rock and accelerated, breaking the sound barrier herself.

Further back, Gyvon had made it up to seventh place as he rounded Apple Corner. He slowed down slightly to make the turn, but quickly got back on the throttle. He could see the leaders now, with Rainbow Dash in first place rounding around Snowy Rock. The tricky part was coming up as he braked hard for the sharp turn. He banked hard left, wings pointing straight up and down, and entered the turn at 0.7 mach.

He barely made it. The forward-swept wings and thrust vectoring helped, but he came in too fast and almost went off the course and over the crowd gathered along the sidelines. In doing so, he lost ground on the leaders. There was no avoiding it. He fully expected to win this race in the straightaways. All Gyvon could do was minimize the losses.

After the Rock, there was a short straight before making a right turn back into town. After making the right turn he slowed to 0.3 mach. Luckily, the Pegasi were forced to slow down as well for the tight right turn and the dog-leg loop towards the finish line.

As they crossed the line, Rainbow Dash was in the lead, followed by five Pegasi, and Gyvon fighting for 6th with Derpy Try as he might, he couldn't get past her. He was forced to slow down at the Mansion turn and got a good look at the bubbles on the mare's flank as the more agile pony pulled away.

After making the Library Loop and the turn towards Fluttershy's, he passed three more Pegasi and caught up to Derpy, now in second place. Man, bubble-butt's faster than she looks, he thought as he pulled up to her. Gyvon finally came along side as he made the turn down the Long Straight. He tried to pass, but the mare bit his tail fin and grabbed on as he started to pull ahead. "Oh, you did NOT just do what I think you did!" yelled Gyvon. He firewall'd his engines and went into a series of aileron rolls, trying to shake Derpy off him.

Up ahead, Rainbow Dash heard the commotion, looked back and saw... "What the hay does Derpy think she's doing?" The spectacle distracted Rainbow Dash long enough for her to miss the next turn and she went off course. She finally noticed her mistake and got back on the track, but not before Gyvon and Derpy had managed to close the gap as they reached the barn.

"Hey Dash!" called Gyvon. "Could you give me a hand with bubble-butt over here?" Rainbow Dash had to stifle a laugh as she looked back and saw that Derpy was still holding on by the skin of her teeth. "No way! Derpy's your problem" she said as she made the turn for Snowy Rock.

As Gyvon made the same turn, he got a crazy idea. He climbed to 50-feet, pitched down, and transformed with a flip, catapulting the grey mare forward. Without missing a beat, he transformed back and accelerated. He managed to pass Derpy, who was still a little dazed, as he rounded the Rock. This time his line was perfect and and he actually gained ground on Rainbow Dash.

The race went on with little change. Rainbow Dash and Gyvon battled for the lead, with Derpy not far behind. After seventy laps, half of the field had dropped out of the race, unable to go on any further. The five hundred mile race was proving to be a much tougher test of endurance than anypony had thought it would be. At lap eighty, Gyvon managed to pull alongside Rainbow Dash and managed to complete the pass at Everfree Curve, but it wouldn't last. Rainbow Dash retook the lead at Apple Corner and extended it at Snowy Rock.

This would go on for the next seventeen laps. Gyvon would have the clear advantage in the straights, while Rainbow Dash would pull ahead in the curves. On lap ninety-seven, however, Gyvon surprised everypony when he started to hold more speed in the corners. He was taking a dangerous risk, especially on the Mansion Turn. One mistake would send him careening through a building or off the track, but he managed to take the lead after exiting the town, and held it all the way to the finish line. Rainbow Dash, however, was always right behind him and retook the lead on the next lap.

As Gyvon firewall'd his engines on the Long Straight, he passed Rainbow Dash once again, and alarms began going off. He had pushed himself too hard, too long, and at too low an altitude, and his engines were in danger of overheating. After a few mental calculations, Gyvon came to the only conclusion possible. I can't win this. If he pushed his engines any further, they'd explode, leaving him crippled and far away from possible repair. Dejected, he throttled back, giving Rainbow Dash the lead through the Barn Corridor. Guess I'll have to settle for silver, he thought. Derpy was still right on his tail, but he could keep ahead without damaging himself.

The final laps were spectacular in how uneventful they were. The crowd could tell that Gyvon was holding back. Some were wondering if he was throwing the race. More observant ponies pointed out how his engines were glowing red and concluded that he had gone as far as he could.

Rainbow Dash took the checkered flag, followed closely by Gyvon and Derpy. Gyvon transformed back into his combat form and landed as Rainbow Dash took her victory lap. He was panting hard and vents opened up along his back. He looked over to the stands to see Twilight, Rarity, Fluttershy, and Applejack rushing over to him with a bucket of water. Gyvon grabbed the bucket and drank deeply, spilling some. Steam began forming where the water landed on him. "You alright there, sugarcube?" asked Applejack. Gyvon nodded as he set the bucket down. "I'll... be fine. Just need... too cool down a bit." he said, clearly out of breath. "Thanks for asking, A. J."

Rainbow Dash finished her victory lap and landed next to Gyvon. "HEY! What's the big idea? Why did you let me win?" she asked. She started pushing Gyvon's chest with her front hooves before anyone could stop her. "YAAAAH!" she yelped and jumped high into the air. She landed and quickly placed her singed front hooves into another bucket of water.

"Yeah, forgot to warn you about that." Gyvon said. "I almost overheated out there. Gimme a few minutes to chill." Fluttershy rushed over to the medical tent and returned with a burn salve. "Oh, you should be more careful, Rainbow Dash." she said as she tended the blue Pegasus's wound. "Eh, I'll be fine. Injured my pride more than anything." replied Rainbow Dash.

Gyvon, having finished cooling down, reverted back to human form and looked around. "Hey, where's Pinkie Pie?" he asked. Twilight looked up at him. "Oh, she's at Sugarcube Corner. Since we had the big victory celebration the other day, we're holding a smaller one over there." She looked over to Rainbow Dash, who was being led off to the Winner's Circle. "We'll head over there after she gets crowned." Gyvon nodded, smiling. "That sounds like a good idea."

Chapter 8: Nightmares

Chapter 8: Nightmares

Chapter 8

Nightmares

LOCATION: Ponyville.
TIME: Late night.

The party lasted for the rest of the day and most of the night. It seemed that half of Ponyville had packed into Sugarcube Corner. However, before too long, Mr and Mrs Cake went to put their foals to bed, and everypony took it as a sign that it was time to end the party, lest they accidentally wake the children.

It was after 10:00 PM, according to Gyvon's internal clock, when he returned to the library and he was exhausted. Sleep was the one biological process that he needed to indulge in from time to time, and the race had taken a lot of energy out of him. He'd need a good night's rest to recharge.

He headed downstairs into the basement, taking off his uniform shirt as he did so. It always amazed him that, whatever he was wearing, it was never destroyed when he transformed. Ratchet had explained that it was part of the transformation process, that clothing was somehow caught up in it and repaired automatically when he returned to human form. He didn't even pretend to understand it.

"I'm gonna need a new set of clothes if I'm gonna be here a while." he said. Problem was, there weren't any clothing stores that catered to humanoids on this world that he knew of. Maybe I should ask Rarity. She could help me, he mused as he reached his bedroom, throwing the shirt at the foot of the bed. Then he reached for his right shoulder and touched the mark there. It was the Decepticon insignia. Galvatron had branded him with it that day on Mars, and he had never changed it. He kept it, as well as his Budweiser badge, as a reminder, a reminder of what he once was.

Gyvon laid down on the bed, but sleep eluded him. His mind was too worked up. The race had been a good distraction, but he still worried about all the energon on this world. He worried that he could be too late, that Galvatron was already there. No, that's not possible, he thought. He would've heard something. Galvatron had all the subtlety of a flying garbage truck.

Still, as he drifted off to sleep, one thought kept coming back to him. What if I'm too late?

LOCATION: ????
TIME:????

Equestria burned. The scent of cooking flesh permeated the atmosphere. All around Gyvon, ponies screamed in fear and pain. It was the most horrible sound Gyvon had heard. Far more horrible than the screams of his men being tortured.

A dark shadow surrounded Gyvon. He turned around and looked up to see Galvatron standing over him, reveling in the slaughter. Gyvon tried to transform, to arm himself, but he couldn't. The transformation process wasn't working. Galvatron reached down to grab him...

LOCATION: Twilight's Library
TIME: Morning

Gyvon startled awake, with the screams still ringing in his head. Just a bad dream. That's all it was. Gyvon calmed down a bit, and noticed that he had transformed in his sleep. His left arm had turned into a gatling gun, and his right was now a fusion cannon. Man, I must've panic'd. I hate using that thing, he thought as he returned his arms to their normal form.

He checked his internal clock, and saw that it was six in the morning. He got up and put his shirt back on. "I guess I'll go see Rarity." he said to himself as he climbed the stairs.

LOCATION: Carousel Boutique.
TIME: Noon.

Gyvon was pissed. He had knocked on Rarity's door at seven to see about getting a set of clothes made, and now he was sitting in her bathtub. She had taken his measurements, and then demanded that he hand her his clothes and shoved him upstairs for a bath. He was till there, four hours later.

"Remind me again, why did I need to give you my uniform?" he asked the white unicorn as she re-entered the room. "Because, it was positively filthy." she said, disdain in her voice "Besides, you needed a bath anyways. When was the last time you had one?" Gyvon thought for a minute. "That's... a good question." Rarity's eyes widened at his statement. "That long, huh? How could you live with yourself?"

Gyvon grumped, looking for a way to change the subject. "Well, what am I supposed to wear? I've got an important meeting with the Princess this afternoon." Rarity laughed in her elegant way. "Why must you wear anything? It's not like Princess Celestia will be wearing anything but her jewlery." Gyvon began to speak, but stopped himself. Damn, that's a good point. "It's not customary where I'm from." he said. It was a bad excuse and he knew it.

"Oh, don't worry. Since I didn't have any rush orders, I was able to put your new suit on the top of my to-do list. It's nearly finished." Rarity said. Gyvon was surprised. He knew Rarity was good, but he didn't expect her to be this quick. "How? I only got measured a few hours ago?" Rarity smiled with pride at hearing the shock in his voice. "Your suit was much simpler than my normal designs. I really wish you'd have let me personalize it more."

Gyvon had been worried about that. He'd seen some of her dresses on display. One was so loud that he couldn't hear his own thoughts. "I prefer to dress conservatively." he said as he rinsed his hair for what seemed like the eleventh time. Rarity left the room, and returned few minutes later with Gyvon's new suit. The coat was a deep Prussian blue with arm length sleeves and brass buttons down the front and gold shoulder-boards. The trousers were a light shade of sky blue and had a gold stripe down each leg. If he didn't know any better, Gyvon would've sworn that Rarity had found an old Union cavalry uniform laying around. "It's... perfect!" he said.

Gyvon got out of the tub, dried off, and tried the new suit on. A few alterations needed to be made for it to fit perfectly, but those were done quickly. Suiting up for the final time, Gyvon looked at himself in the mirror. It was the finest suit he had ever worn. "How much do I owe you?" he asked as he pinned his budweiser badge to his lapel. Rarity waved it off. "Oh, nothing yet. I'll bill you when the rest of your order is finished." Gyvon nodded, turned and began to walk out before he remembered something. "How much do I owe for your wall? I did put a hole in it after all." Rarity shook her head. "Oh, don't worry. My insurance took care of that."

Gyvon thanked her and left the Boutique. It wasn't even noon yet, and he had time to kill until his meeting.

LOCATION: Canterlot Palace
TIME: Mid-afternoon.

After landing at the Palace, Gyvon was swiftly escorted to Princess Celestia's private dining room. After being announced, Gyvon entered and saw that Princess Luna and General Icewing were also joining in on the meeting. He greeted each one heartily and joined them at the table.

"Sir Gyvon, you asked for this meeting. What is the emergency?" asked Princess Celestia. Gyvon pulled a blue gem from his pocket and slid it across the table. Princess Celestia levitated it up to get a better look, and passed it to Princess Luna. "A Topaz." stated Princess Luna dryly as she slid it to the General. "Thou said this was an emergency, and thou show us common gems? What is the meaning of this?" she demanded angrily. Gyvon would not be intimidated. "It's not an ordinary gem." he stated flatly. "It's infused with energon."

General Icewing tilted his head in confusion as he examined the topaz. "What is this 'energon'?" he asked. Gyvon looked over to him. "It's a very powerful energy source, and the lifeblood of Cybertron." The Princesses' eyes widened at the mention of Cybertron. "The emergency is that the entire world, as far as I can tell, is saturated with energon, and if the Decepticons find it, they'll attack." General Icewing thought to himself for a moment. "What are the chances of them finding our world?" he asked.

"Low." said Gyvon. "Thankfully, very low. But it is still a possibility, and that terrifies me." Princess Luna seemed to understand the gravity of the situation. "Is there anything we can do?" she asked. To her relief, Gyvon nodded. "I've already sent a message to Earth. It'll be a few weeks before I can get a response, but I can explain the situation to NEST and the Autobots when I do. The Autobots will do everything in their power to keep the Decepticons from harming this world."

"NEST might be a problem, however." he said, confusing the three ponies. "While considered multinational, NEST is still an arm of the U.S. Military. To set up a base in Equestria, we'd need two things." Princess Celestia took a sip of tea. "I'm assuming you'll need my permission." she said. Gyvon nodded. "Correct. They'll also need Congressional approval. That's gonna be the issue." Celestia understood. She knew how problematic politicians could be. Her own elected council could bicker for months over the most petty details.

"In the meantime, however, I can train the guards in how to fight the Decepticons." said Gyvon. "It won't be an easy battle if they attack, but it's better than nothing." General Icewing nodded. "I'll make the proper arrangements. If the Decepticons do come, I want my troops to be able to put up a fight." Princess Celestia nodded at the general. "Do so."

Suddenly, the doors to the hallway opened and one of the Unicorn Guards stepped in. "Princess Celestia, the Royal Archivist demands to see you. He says it's urgent." said the guard. No sooner than the words left his mouth, a grizzled old Unicorn stepped into the room, levitating a scroll in front of him. "Princess! I have returned from the mines. The miners have found a structure underground that had these strange markings on it!" he said hurriedly, spreading the scroll out on the table.

"Archivist! You have interrupted a meeting vital to our national security!" said General Icewing, getting up from the table. "What do you have to say for yourself?" The Archivist was cowed by the General. He tried to apologize, but before he could, another spoke up. "Where did you see these?" asked Gyvon, staring intently at the scroll. He recognized the glyphs on the paper. Optimus had showed them to him once

"Like I said, in the Canterlot Diamond Mines, just west of the city." said the Archivist. Celestia, Luna, and Icewing looked at Gyvon, startled at his outburst. "You... recognize these markings?" asked Princess Celestia. Gyvon nodded. "It's the Language of the Primes. Ancient Cybertronian." he said.

General Icewing escorted the Archivist out of the room and told him to wait outside. When he returned, he sat back at the table. "Can you read it?" asked Princess Celestia. Gyvon shook his head. "No. It hasn't been in common use for twenty thousand years." He looked up from the scroll. "I need to see this structure."

Princess Luna stood up. "Very well. I am curious about this structure as well. I'll go with you." she said, shocking Gyvon. Guess she's learning not to use the Royal We unnecessarily, he thought. Princess Luna led the way out the door where the Archivist was waiting patiently. "Show us this structure."

LOCATION: Canterlot Diamond Mines
TIME: Late Afternoon.

Gyvon whistled when he approached the structure. They were deep under the mountain. There were no miners around, they had been ordered to work on other areas of the mine. The structure was located in what appeared to be a natural cave formation, and it was massive. Easily seventy feet to the top of the cavern, and the structure was at least as tall. It appeared to be a large wall, and written on it were the glyphs that made up the Language of the Primes.

"Impressive." breathed Princess Luna, looking up at the immense structure. She was accompanied by a pair of Unicorn Guards who were similarly awestruck. Gyvon nodded and approached the structure, with Princess Luna following close behind. He reached out and touched the structure. Something immediately seemed off to him. His sensors didn't show anything but there was a nagging feeling that there was more to the structure than what was shown. On a hunch, he knocked.

It was hollow. He could hear the echo "Alright everyone, stand back from the wall! I'm gonna make a doorway." he said, motioning for the Princess and her guards to back up. He soon joined them at the entrance to the cavern. He transformed his right arm, changing it to a fusion cannon. This is gonna suck he thought to himself as he charged the weapon and aimed at the structure.

He fired, blasting a large hole into the structure. Princess Luna's jaw almost hit the floor after seeing how powerful a weapon Gyvon had at his disposal. "Why didn't you use that against the dragon?" she asked. She looked at him and saw his arm hanging limp, clearly dislocated. "Recoil." Gyvon gritted as he grabbed his arm. With a sickening crunch, he jammed the limb back into its socket. "Wait here."

Gyvon transformed into his combat form and made for the opening he had made in the structure. He entered, and saw that the structure was indeed massive. It was at least four hundred yards to the other side and another hundred wide. Veins of what appeared to be raw energon were weaved all along the walls, floor, and ceiling. He scanned the room, searching for anything that would harm the Princess. Finding none, he called for Princess Luna to join him.

"Give us some light." ordered Princess Luna to her Unicorn Guards as she entered. They shot bright flares from their horns that lit up the entire space. What the light revealed took everyone's breath away. On the far wall, sitting on a throne, was a massive, winged figure. "A Cybertronian! This whole structure is a Cybertronian's tomb!" breathed Gyvon.

The metal making up it's body was bone-white, with a tubular frame and wicked spines protruding from the arms, legs, and shoulders giving it a skeletal quality. It's wings, however, were blacker than a moonless night. Through it's chest, a large, crystalline sword protruded. A sword as bright as the stars.

As Gyvon stepped further in, he tensed up. There was a nagging feeling in the back of his mind that he shouldn't have come here. There was an air of general wrongness to the room. He studied the pattern of energon on the walls, and came to a startling conclusion. It's a Faraday cage!. Just then, Princess Luna screamed in agony.

He turned around and saw her on her knees, cloaked in a dark mist. She continued to scream out and began thrashing around, and when she opened her eyes, they were pure white orbs. "GET HER OUT OF HERE!" he barked to the Guards. Though not under Gyvon's command, they didn't need to be told twice. Princess Luna was nearly thrown from the chamber, her Guards and Gyvon following close behind. "SEAL THE CHAMBER!" he ordered. The Unicorn Guards moved swiftly, and replaced the blasted rocks back in the hole, mending it seamlessly.

After the Guards' work was finished, Gyvon knelt down by the Princess. "Are you alright, Princess?" he asked. She was still shaking, but not violently thrashing. The dark mist had faded, and her eyes had returned to normal. "Yes, I'll... I'll be fine." she said as she stood up. "But, for a moment there, it felt like... like Nightmare Moon was reasserting control." Gyvon had no idea who Nightmare Moon was, but from the way her guards blanched at the mention of that name, he knew it wasn't anything good. "Let's get you back to the Palace." he said.

LOCATION: Canterlot Palace
TIME: Dusk.

After dropping Princess Luna off at the Royal Physicians for a thorough examination, Gyvon was escorted to the Throne Room, where Princess Celestia and General Icewing were waiting. The doors were locked behind him as he entered. He surmised that Princess Celestia wanted to keep the discovery quiet.

"It was a prison." said Gyvon. He brought up a holographic display of the insides of the structure. "An ancient Cybertronian prison. I don't know how it ended up so deep inside the mountain, but it's been there a long time." Princess Celestia, however, seemed distracted. "What about my sister? Is she alright?" she asked. Gyvon nodded. "She'll be fine, the doc's looking her over, but said not to worry. However, she mentioned something about 'Nightmare Moon" taking over." Princess Luna had given him the short version of the story, so he understood the look of near panic in General Icewing's expression.

Princess Celestia, on the other hand, was the first to speak. "My sister always said it felt like something else was influencing her as Nightmare Moon. Could this prisoner have done so?" she asked. Gyvon stepped closer to the hologram and examined it closely. "It's... possible. The energon weave would've blocked any long range communications, but short range, non electronic communication... yeah, they could get through."

Princess Celestia nodded. "Thank you for your report. Now, I must go visit my sister." she said as she got up and teleported out of the room. General Icewing approached Gyvon. "The Guard stands ready for training. I would like to begin as soon as possible." he said. "Would tomorrow be fine?" Gyvon nodded. "Yes, that'll be fine."

Unbeknownst to anyone, the Cybertronian in the tomb was not dead, and for a brief moment, its prison door was open. Open long enough for the being to send a message out into deep space, calling for its Master.

Intermission: Dogs of War

Intermission: Dogs of War

Intermission

Dogs of War

LOCATION: Equestria.
TIME-FRAME: Over the course of three weeks.

Gyvon was given the task of bringing each Equestrian Army Element, both Pegasus and Unicorn up to speed. Gyvon started the training by teaching them all the strengths and weaknesses of the Decepticons. Then, he spent a few days with each Element to customize their training regimen.

The Pegasus Guard had a rich tradition of Air Dominance. Every war that Equestria found itself in, it was the Pegasi that controlled the skies. Even against the Griffon Dominion, they always made good on the promise of a friendly sky over the field of battle. Gyvon worried that the Decepticon fliers would, for the first time, be too much for the proud Pegasi, but after watching one slice through six inches of steel with his wings, he knew they'd be able to put up a fighting chance. They might not win the battle, but the 'Cons won't have an easy time.

The Unicorns, however, were another story. Able to fire bolts of arcane energy from their horns, their magic would make them almost equal to a modern Earth military in a ranged fight. They couldn't fire the bolts rapidly, but they more than made up for it in accuracy. One commander joked that his best spell-slinger could hit a gnat in the right testicle from four hundred yards.

And the Training continued. Each day, Gyvon would spend time with a different unit, instructing them in basic tactics, target practice, and the like. It wasn't perfect. Unlike NEST, the Equestrian Army couldn't practice their tactics against the Autobots, and the cardboard cutouts that he used were severely lacking in both weight and the ability to fight back. However, the Ponies did have a few tricks he could exploit. The Pegasi's ability to control weather could be harnessed to blow 'Cons away with tornadoes and harm them with lightning bolts and the Unicorns had many tricks at their disposal to turn the tide of battle.

All throughout the training period, Gyvon made a point to return to Ponyville every day. Although training the Equestrian Guard was necessary, he felt better returning to familiar ground every day, and Ponyville had become like a second home to him. Most of his time in Ponyville was spent studying with Twilight, but he still spent some time with his other friends. Applejack had a few dead trees on the farm, and Gyvon helped her clear them away. His time with Fluttershy was usually spent escorting her through the Everfree Forest near her cottage, either looking for animals of hers that got loose or searching for medicinal herbs.

Rarity mainly had him over for tea and pleasant conversation, although the conversation was a little less pleasant when he got the bill from her. Gyvon had a sneaking suspicion that Rarity had overcharged him for his wardrobe, but she denied it, citing increased materiel costs from his larger-than-pony size, which he accepted reluctantly.

With Pinkie Pie, he helped her watch the Cake twins from time to time, with little Pumpkin Cake being particularly attached to him. Rainbow Dash, strangely enough, wanted combat lessons. Word had leaked out about the Royal Guards' increased training regimen, and she had guessed correctly that he was training them to fight the Decepticons, and she wanted in. Gyvon was happy to oblige, though less so when he got his ass handed to him while trying to teach her basic martial arts. They had a good laugh when Dash explained that she was already a black belt.

Twilight, on the other hand, spent her time with Gyvon asking him questions. Questions about the War, about Earth, and about Humanity in general, and Gyvon did his best to answer. He never white-washed history, telling her about the atrocities as well as the accomplishments, but he always made sure to end his lessons on a high note.

All throughout those three weeks, Gyvon's worries began to lessen. The Guards trained hard and were swiftly becoming his equal in training. For the first time, he began to hope that they could defeat the Decepticons.

LOCATION: Galvatron's Lair
TIME: Noon.

"Damnable pests." spat Galvatron as he blasted yet another of the canines. They had been raiding his stores of energon gems since the day he had set up the base. It was more a nuisance than an actual threat, but they quickly began to annoy him.

Over the past three weeks, thousands of Predacons had joined him at their new base of operations, along with three more Decepticons. Their current task was to find the source of the infestation. The dogs had put up a fight, and the Predacons did suffer casualties, but their commander always reassured Galvatron that they were close to finding the nest.

As if on cue, the commander stepped out of the shadows and kneeled before his master. "My lord Galvatron" he said, gaining the Decepticon's attention. "Rise Tarantulas, and report. Have you found where these dogs are coming from?" Tarantulas came to his feet and nodded. "Yes, Lord Galvatron, we have located their main encampment. We await your orders."

Galvatron chuckled. "No survivors." he said. Tarantulas saluted, turned, and walked out. As he did so, Galvatron felt a presence in his mind. A presence that could mean only one thing. His Master wished to speak with him.

Galvatron turned and headed for the communications bunker. When he arrived, he ordered the few Predacons manning the controls to leave. Once they were gone, he activated the holographic display, and kneeled before the disembodied head of Unicron.

"What is thy bidding, Master?" asked Galvatron. He did not enjoy being subservient to the god-like being, but he had no choice. Unicron could end his life with the merest of thoughts. It was the cost levied when he was revived by The Darkness.

"I have received a communique from that wretched world." said Unicron. "My first Disciple lies imprisoned there." Galvatron stood and looked up at the hologram in shock. "Your first disciple? But... The Fallen is dead! I saw him die!" A sharp pain lanced across Galvatron's body, bringing him to his knees. Unicron would not be interrupted.

"The Fallen was not the first to succumb to The Darkness. My first was created by the AllSpark as Nova Prime, but took the name Nemesis when he fell." he said as he continued his mental assault on Galvatron. "He is an ancient being, predating the Dynasty by millennia." Unicron halted his assault on Galvatron's systems. "Your task is to free Nemesis Prime from the Lost Prison that Prima created." Unicron sent the coordinates of the Lost Prison straight to Galvatron's mind and signed off.

Galvatron saw that the Prison was located near a large native settlement. He called for his Decepticons to begin planning. They would need to be careful, otherwise they risked alerting the native lifeforms to their presence.

Elsewhere in the tunnels, the massacre commenced. The Predacons were ruthlessly efficient in their attack. Men, women, children, all were cut down where they stood. The Predacons reveled in the slaughter before them. All but one.

Removing his blade from yet another canine, one Predacon was quailed by what he was a part of. There is no honor in this he thought, even as he continued the grisly work. He saw how his compatriots enjoyed their work, and knew that he could not remain with such psychotic beings.

LOCATION: Galvatron's Lair
TIME: Midnight.

A lone being left the caves and proceeded south to the nearby forest. A being that the world had not seen for millions of years, a velociraptor. A being fleeing from the depravity of his former comrades.

Chapter 9: Code of Honor

Chapter 9

Code of Honor

LOCATION: Sweet Apple Acres.
TIME: Late Morning.

Gyvon's jaw almost hit the ground at the spectacle. He had taken the day off from training the Guards, and Rainbow Dash had been bragging about how she could perform a Sonic Rainboom during one of their sparring sessions. Gyvon had scoffed at the idea, claiming it to be impossible. However, there it was, right before his eyes and ears, a rainbow colored shockwave accompanied by a sonic boom. He almost wished Skywarp were there to explain how it could work, though the former 'Con did tend towards long-winded explanations.

"Time to pay up, sugarcube." said Applejack. Gyvon pulled the thirty bits he had foolishly bet out of his pocket, and handed them to the orange mare. "I saw it, and I still don't believe it." he said, still awestruck.

Rainbow Dash landed next to him and beamed with pride. "See, easy as pie." she said, not even bothering to hide the smugness in her voice. Gyvon sighed. "Yeah yeah, I never should've doubted you." he said.

Twilight came trotting up just then. "Hey Gyvon! Fluttershy's looking for you. She thinks something in the Everfree Forest raided her chicken coop last night." she said. "It's probably just a fox or wild wolf, but with the Everfree, you never know what it is." Gyvon nodded. "Yeah, I can swing by." He turned to Rainbow Dash. "Let's continue this later, Dash."

LOCATION: Fluttershy's Cottage
TIME: Late Morning.

"Oh no, not another one." said Fluttershy. She had only been gone a few minutes and her chicken coop had been raided again, this time leaving a gaping hole in the side. "Oh, what kind of horrible monster could be hurting these poor chickens?" Fluttershy turned and went to her cottage, picking up a bag of nails on her way inside.

When she disappeared inside the cottage, something in the forest began to stir, and a raptor suddenly appeared out of the shadows. He was famished, having been unsuccessful in his efforts to hunt prey. Even the domesticated chickens he had stolen from the coop had managed to flee.

Now, with the yellow pony gone, the raptor would attempt an easy meal once more. The raptor sighted his quarry, this time a little white rabbit, and charged. The rabbit turned as it heard the raptor approach and stood frozen as it jumped the fence. He was saved when Fluttershy dashed out of her cottage.

"Just what do you think you're doing, mister?" she shouted. The raptor froze and turned towards the source of the outburst, only to look straight into Fluttershy's eyes. "You're the one who's been hurting the chickens, aren't you?" she asked. The raptor was unable to look away, it was frozen in place by the pony's stare. "AREN'T YOU?"

"Y... yes." the raptor replied meekly. He could've snapped up the little pony in two bites, and yet he was completely helpless as she flew towards him, coming within inches of his mouth. "What do you have to say for yourself?" The raptor couldn't take it any more. "I'm sorry!" he cried "I'm just so hungry. I haven't eaten in days." Fluttershy continued to stare daggers at him "Don't you lie to me! You stole two chickens earlier. Didn't you eat them?" she asked. The raptor shook his head. "No, they escaped before I could."

Fluttershy's expression immediately softened. "Oh, you poor thing. Wait here. I'll get you something." she said and flew into her cottage. She went to her fridge and pulled out a plate of fresh fish. "I'll have to catch some more for the otters later." Just then, there was a knock on her front door. Fluttershy looked out the window to see Gyvon and Twilight standing outside. She went to open the door to let her friends in.

"Hey Fluttershy." said Gyvon as he stepped into her cottage. "I'm ready whenever you are." Fluttershy shook her head. "Oh, I've already caught the thief. He's out back." Gyvon walked over to the back door, opened it, then immediately shut it. "IS THAT A VELOCIRAPTOR?" he asked. Fluttershy shrugged. "I don't know what he is, just that he's very hungry. I was about to give him some fish." she said. "Would you like to meet him?"

Gyvon hesitated. He knew that raptors were supposed to be dangerous predators, but if Fluttershy wasn't afraid of it, it couldn't be too bad. But the raptor could still hurt Fluttershy. "Sure." he said. Twilight nodded as well and levitated the plate of fish. Fluttershy opened the back door and walked out, with Gyvon and Twilight following close behind. Gyvon tensed as he approached the dinosaur, ready to unsheathe his blades at a moments notice. His SEAL instincts kicked into overdrive. There was something strange about the raptor.

"Here you go, mister. I brought you some fish" she said as Twilight set the plate down in front of the raptor. "Thank you." said the raptor, managing to only mildly surprise Gyvon as it picked up a trout and threw it into it's mouth. "Allow me to formally introduce myself. You may call me Dinobot." he said. Right before Gyvon's eyes, the raptor did the one thing that could surprise him. He transformed.

Human-like arms folded out of his chest cavity, and his head folded into the now empty space. The skin on his legs and parts of his torso was absorbed, revealing orange and blue metal trimmed with bone. A humanoid head, made of blue metal wearing an orange helmet, extended from the top of his torso. On his waist hanged a large pistol and segmented sword.

Out in the forest, a twig snapped, alerting both Dinobot and Gyvon. "DEATH TO THE TRAITOR!" a voice yelled, and gunfire erupted. Gyvon grabbed both Fluttershy and Twilight, ran for the cottage, and dived inside, while the gunfire followed Dinobot, who took cover behind the chicken coop.

"What's going on?" asked Twilight, a tinge of panic in her voice. "Firefight." replied Gyvon, his voice amazingly calm. "Stay here and keep your heads down. Get behind something heavy if you can." he said as he transformed into his combat form. He dashed out of the cottage and towards the chicken coop, firing a few bursts from his gatling gun along the way.

"Friends of yours?" he asked Dinobot as he took cover next to him. "The Predacons are not friends, Autobot. Merely former acquaintances." growled Dinobot. The coop was being shredded by the incoming fire. Some of the chickens managed to flee to the open door of the cottage. Gyvon leaned out and fired his gatling gun. His ammo counter plummeted rapidly. "We're gonna get pulverized if we stay here. Any ideas?" he asked. Dinobot fired his pistol around the corner blindly. "A full frontal assault. It'll be the last thing they expect." he said as he switched his pistol to his offhand and drew his sword.

Gyvon nodded and unsheathed the blade in his right arm. When the incoming fire died down, Dinobot and Gyvon lept out from behind the coop and charged the enemy, firing as they went. Gyvon saw one of the Predacons, this one purple with spider-like legs sticking out of it's arms, step out from behind a tree. Gyvon sighted him in and fired, crippling the assailant. His ammo counter warned him that he was running dangerously low, so he retracted the gatling and unsheathed another blade.

Before long, Dinobot and Gyvon had closed to within melee range. Dinobot impaled one Predacon on his sword, while Gyvon sliced another into three pieces. They scanned for more targets, but found none. Dinobot scoffed. "Only three Predacons sent to apprehend me? Galvatron must have no faith in my skills." he said. Suddenly, Gyvon tackled Dinobot to the ground, and crossed his blades at Dinobot's throat.

"What did you say?" asked Gyvon, his voice dripping with venom. Dinobot was frozen in fear. He did not expect the Autobot to turn on him after the battle was won. "What is the meaning of this? I am an ally, and you treat me like an enemy? Have you no honor?" he asked. Gyvon glared back. "What does a Decepticon know of honor?" he replied.

Gyvon pulled his right arm back, ready to skewer Dinobot right then and there. However, Twilight and Fluttershy chose that moment to come out of the cottage. "Gyvon, no!" cried Twilight. She channeled magic through her horn, and pulled Gyvon off of Dinobot. "Stay out of this, Twilight." he said. Twilight slammed Gyvon against a tree and held him there. Fluttershy floated over to Dinobot and helped him up.

"Weren't you paying attention?" asked Twilight, releasing her hold on Gyvon. "They called him a traitor. I don't think he's a Decepticon. Not anymore at least." Before they could debate the issue further, there came a loud, whining noise from the sky, the sound of a jet engine. Gyvon looked up, searching for the source of the noise. "Oh shit!" he said. It was an F-22, painted a bright electric blue. He knew it wasn't an Air Force bird, since all of their Raptors were stealth gray. "EVERYONE INTO THE FOREST! HIDE!" he yelled. Twilight and Fluttershy saw the jet and followed Gyvon's orders. Dinobot hesitated a moment, but followed suit as well.

"Thundercracker!" growled Dinobot. "Why did that sycophant have to show up?" The F-22 swooped low over the field, transformed, and landed. "Dinobot!" roared the seeker. "Show yourself!"

They weren't deep in the forest. Gyvon and Twilight shared cover behind a large tree, Fluttershy was hiding behind a bush, and Dinobot had another tree all to himself. Gyvon quickly assessed the situation, but couldn't think of a way to make it out alive.

"If you don't come out of that forest, I'll just burn it down!" screamed Thundercracker. Before anyone could act, a rainbow-colored blur streaked out of the sky and across Thundercracker's face, leaving deep gouges in his head. Thundercracker screamed as the blur slowed down, revealing Rainbow Dash. "Wow, I thought Decepticons were supposed to be tougher than that." said Rainbow Dash mockingly. The look Thundercracker gave off would've curdled milk. "You stupid insect! You'll pay dearly for that!" he screamed.

From a shoulder compartment, Thundercracker fired an AIM-7 Sparrow at Rainbow Dash. The pegasus effortlessly dodged the missile, which couldn't lock on to her. Rainbow Dash flew to a nearby cloud and started bucking it repeatedly. The lightning pelted the tallest object around, which happened to be Thundercracker. Although his vital components were shielded from electrical damage, the bolts were still painful and shorted out a few sub-systems.

From behind their tree, Twilight and Gyvon looked on. "Wow!" exclaimed Twilight. "Rainbow Dash is doing an amazing job." Gyvon nodded in agreement. "I taught her well." he said. From behind his tree, Dinobot growled. "While I agree she's doing well, the mare's lucky that Thundercracker isn't that bright"

Finishing her assault, Rainbow Dash launched herself at Thundercracker, and kicked him in the head at well over five hundred miles per hour. Thundercracker's face was heavily dented in, and Gyvon could hear the metal in the 'Con's neck stretch and crack under the strain. He recovered quickly enough, but Thundercracker's head rested at an odd angle. He screamed in rage, formed a gatling gun from his arm, and fired at Rainbow Dash, who dodged and weaved around the 20mm rounds as she flew off in the opposite direction of the Everfree. Thundercracker had completely forgotten about the traitor in the forest.

"He's got target fixation." said Gyvon. "Perfect." He jetted out of the forest and up to Thundercracker, latching on to the Seeker's back. Gyvon repeatedly jammed the blades on his arms into Thundercracker's back, hoping to pierce his spark. He was paid no heed, and on the fourth attempt, Gyvon jammed his right arm through the Decepticon's spark. Thundercracker gave off one last anguished scream and fell forwards, lifeless. With a great booming thud, the battle was over.

Rainbow Dash landed next to Gyvon as he stood up and retracted his blades. "That... was... AWESOME!" she yelled, smiling as wide as she could. The smile disappeared when she saw Gyvon glaring at her furiously. "Don't you realize you could've gotten yourself killed?" he asked in a raised voice. Rainbow Dash quailed at his outburst. "I taught you how to fight only so you could defend yourself, not to go gallivanting off and putting yourself in mortal danger!"

As Rainbow Dash looked up at him in fear, Gyvon couldn't keep a straight face any longer. He began to laugh with glee and brought Dash into a tight embrace. "I'm so damn proud of you!" They both began to laugh.

As they stepped off of Thundercracker's corpse, Gyvon noticed Applejack, Rarity, and Pinkie Pie galloping in from the east. Rarity and Applejack were the swiftest and arrived first. "We heard the commotion and came as fast as we... WHOA NELLY, WHAT THE HAY IS THAT?!" She had just noticed Thundercracker lying face down. Pinkie showed up next. "It's a Decepticon, silly!" she said in a cheerful voice. "What else would be this big and metaly?"

Twilight cantered out of the forest with Dinobot carrying a skittish Fluttershy close behind. Dinobot gently set Fluttershy down to the side. "One of the Predacons is missing." he said. Gyvon scanned the battlefield and saw one figure crawling through the grass away from the forest. As they approached, Gyvon saw that it was the same Predacon that he had crippled earlier.

"Alas, Tarantulas." said Dinobot, standing in front of the assailant. "How the mighty have fallen." The Predacon stopped crawling, and internal fluids began leaking heavily. "Dinobot... why? Why did you.... betray us?" asked Tarantulas, his voice rasping. Dinobot growled. "I could not live with myself if I stayed. The Predacons murdered innocents. Women, children. There was no honor."

Tarantulas coughed. "You were there too, Dinobot. You were there." he said. Dinobot nodded. "Yes, I was there. I, too, took the lives of many that day." he said. Gyvon, Twilight, and everypony looked up at Dinobot, wide-eyed at his confession. "But, unlike you, I took no joy from it. I was merely following orders." Tarantulas began to laugh, but could only cough. His life was hanging by a thread.

"You are still just as guilty as I." Tarantulas said. Dinobot nodded somberly. "So I am." he said, aiming his pistol at Tarantulas' chest. "And when my tale is told, it will be told truthfully, the ill deeds along with the good, and I will be judged accordingly. The rest..." he fired. "...is silence."

Chapter 10: Revelations

Chapter 10: Revelations

Chapter 10

Revelations

LOCATION: Fluttershy's Cottage
TIME: Noon.

The gunshot echoed across the meadow. It seemed to be the only sound made at that moment. Even the singing of birds and buzzing of insects had died down in sympathy. Dinobot had aimed true. The bullet pierced Tarantulas' spark, and it was all over for the Predacon.

Gyvon was the first to break the silence. "Rainbow Dash!" he barked, using a voice he had used many times before, when he commanded his fellow SEALS and when training the Royal Guards. Rainbow Dash instantly came to attention. "Yes?" she asked. "Go get Spike, a quill, and a sheet of paper, and bring them here." said Gyvon. "MOVE IT!" Rainbow Dash saluted and flew off at top speed.

He turned again to face Dinobot. The former Predacon lowered his head, a somber look on his face. "You know of my sins." he said. "I leave it to you to pass judgement on me." Dinobot kneeled, and presented his sword to Gyvon, who took up the segmented blade. "My fate is in your hands."

Gyvon raised the sword, ready to strike Dinobot down then and there, but he couldn't do it. He had been ready to skewer Dinobot the moment he mentioned Galvatron, before he had learned of the former Predacon's deeds. After he had heard Dinobot's confession, he should've found it even easier to execute him. And yet...

"No." Gyvon said, lowering the blade and reverting back to his human form. "You will have a chance to earn your redemption." He returned the sword to Dinobot and bade him to rise.

Rainbow Dash returned just then, dragging a reluctant Spike behind her. "HEY! What's the big idea? I was in the middle of my chores and you come crashing through the window, again, and drag me out here, and... and..." the baby dragon was dumbstruck when he saw the scene before him. "SPIKE!" shouted Gyvon, shocking the dragon back to his senses. "Take a letter." Spike grabbed the quill and paper from Rainbow Dash and began to dictate.

"Princess Celestia:

The Decepticons are here in Equestria, along with a new faction called the Predacons.
There was a skirmish outside Fluttershy's cottage.
Three Predacons were killed, along with one Decepticon.
Get here as soon as possible.

Signed: Gyvon.

"How long do ya reckon she'll take to respond?" asked Applejack as Spike sent the letter. Gyvon thought for a moment. "Ten minutes." He was wrong. She appeared, along with General Icewing and Princess Luna, in less than five. He suspected they'd have been quicker, but Luna's frazzled mane indicated that she had just been woken up, probably by her sister.

"Please tell me this is a cruel joke." asked Princess Celestia in a panic, knowing that it wasn't before the sentence was completed. General Icewing carefully approached the fallen Thundercracker. "Is he... dead?" he asked. Gyvon nodded. "Yes, he's dead." He pointed off to the forest. "There's two dead Predacons out there."

Princess Luna had a confused look on her face. "I thought thou said there were three." she said. Gyvon pointed to Tarantulas' body next to his feet. "Oh." She turned towards Dinobot. "And who is this?"

He bowed. "Dinobot, at your service, your highness." Princess Luna gave Gyvon a baffled look. "Former Predacon." he said. "The others were sent to kill him." Princess Luna nodded in understanding.

Princess Celestia sighed. "So, what we feared has come to pass." she said. "Is there any good news at least?" Gyvon nodded. "Yes. Rainbow Dash has proven that the Guard's training hasn't been a waste of time. She took on Thundercracker single-hoofed. Probably would've won even if I hadn't finished him off." Rainbow Dash practically glowed at the praise.

Dinobot growled. "As I've said, Thundercracker's an idiot! If Rainbow Dash had fought Cyclonus or, Primus forbid, Galvatron, she would have been slaughtered!"

Gyvon sighed. "Be that as it may, we still have a problem." he said. "What is Galvatron planning? Do you know, Dinobot?" Dinobot shook his head. "No, we were mainly focused on eliminating the canines raiding our energon stores. He hadn't shared his plans among the Predacons."

Gyvon thought for a moment. "We need to scout the Decepticon base, find out what they're planning." General Icewing nodded. "Agreed." he said as he turned to Dinobot. "Tell me where this base is, and I'll send my best scouts to-" Gyvon cut him off. "No. I'll go." he said. Every pony and Dinobot looked at him with wide eyes. "I will not risk anypony unnecessarily." he said, before realizing just what he had said. Three weeks, and I'm already going native. Must be a new record.

Dinobot respectfully nodded. "I'll go with you. The base is a maze of tunnels. You'll need me as a guide." he said, extending his hand. Gyvon grasped it and shook. "Agreed."

"HEY! What about us?" asked Rainbow Dash. Applejack nodded. "Yeah, what can we do to help?"

"You?" said Dinobot, not even bothering to hide the disdain in his voice. "Why would we take any of you? You'd be useless to us." he said. Rainbow Dash flew up right in his face and glared angrily. "Whadya mean we'd be useless? Didn't you see what I did to that blue bozo?" she asked.

Dinobot growled, clearly agitated. "I've been over this before, Thundercracker's nothing compared to the other Decepticons! Besides, the base is underground. Your flying would be neutralized."

"Well, what about the rest of us?" asked Applejack. Before anyone else could say anything, the others, except the Princesses and Icewing, joined in, each arguing their case to go along. Gyvon let the argument run it's course for a few minutes before speaking up.

"No." he said. He hadn't raised his voice, but that one word silenced the others. "It's too dangerous." General Icewing nodded. "He's right. Too large a force would be detected easily, while a smaller one could slip in undetected."

Princess Celestia cleared her throat. "But, surely taking one of the girls wouldn't jeopardize the mission. I must insist that you take Twilight Sparkle at the very least." Gyvon looked at the princess with wide eyes, a look mirrored by Princess Luna as well. She can't possibly be suggesting... "You'd send your own student to face certain peril and possibly her own death? Why? How can you do that to your own student?" he asked.

Princess Celestia's face fell at his accusation. "It's... never been the easiest thing to do." she said. "Nightmare Moon, Discord, I have put Twilight in great danger, all because I couldn't act myself." She turned away from the group. "I had never fully grasped just how much power I wielded, until... Luna became corrupted by darkness." She teared up, remembering that horrible event. "After I banished my own sister to the Moon, I realized just how much a threat to the world I would pose if I, too, fell from grace, so I took an oath. An oath to limit my power." She turned back to face the others.

"I could have easily slain the dragon that attacked Ponyville with the merest thought, but my oath stayed my hoof. I could have easily stopped Nightmare Moon when she returned, but my oath and love for my sister prevented me from acting."

Princess Celestia had never told this to anyone before, not even to her own sister. Her confession brought a new level of respect for her from the others. Even Dinobot bowed his head in reverence.

"Twilight has faced great peril in her life, and it saddens me that she is destined to face an even greater one. But, I know she is strong enough to do so. Still, it pains me to place the burden on her and her friends."

Suddenly, Princess Celestia took on a stern look. "However, if you can give me one good reason not to send Twilight, I will listen." she said, catching Gyvon off guard. He had been resigned to take Twilight, but the Princess had given him a way out. All he had to do was come up with a good excuse.

But, as hard as he tried, Gyvon couldn't think of one. The Unicorn could easily keep up with him and Dinobot, and he had to admit that her skill at magic would be useful. However...

Gyvon sighed, defeated. "No. I can't think of an acceptable reason." he said. The Princess smiled, but Gyvon could tell that she had been hoping for an excuse. "Then it's settled. Twilight, please be careful." she said. Twilight nodded, and Princess Celestia turned to her sister and General Icewing. "Return to the palace and alert the Guard. Have some come and take these corpses as well. The Guard needs to know exactly what they are up against, and I doubt cardboard cutouts are comparable." Princess Luna and General Icewing nodded and were gone in a flash.

Princess Celestia turned to Twilight's friends. "The rest of you should head to the Palace as well. I fear that the Elements will be needed before this whole affair is done." They bowed and trotted off, heading for their homes to pack.

Gyvon turned to Dinobot. "I need to grab some supplies. It shouldn't take me long." he said. Dinobot growled. "Be quick about it."

Gyvon nodded, turned, and walked off, headed for the Library with Twilight following close behind. He could have flown there much quicker, but he needed the time to think.

LOCATION: Twilight's Library
TIME: Early Afternoon.

Gyvon hadn't said a word to anyone on the way back to the Library. The ponies lining the streets had heard the commotion and had seen Thundercracker, and had tried to get information out of him, but he wouldn't talk. Twilight simply told the crowd that the situation was being handled, and that Princess Celestia had been notified. This seemed to calm most of the ponies down, but a few were still visibly concerned.

When they arrived at the Library, Gyvon immediately went downstairs and changed into his combat fatigues. When he was done, he grabbed a small pouch, filled it with energon gems, and tied it to his belt. He popped one into his mouth and swallowed, cringing at the taste. He felt his left arm warm up slightly as his protoform absorbed the energon in the gem, and reformatted it into ammo for his gatling.

He returned to the lobby and saw Twilight placing a book into her saddlebags. "I don't think we'll have time to read." he said. Twilight turned and gave him a look. "It's a book on advanced stealth spells. I figured it would be useful." she said. Gyvon just sighed and headed for the door. "You ready?" he asked. "Almost." said Twilight. "Just one more thing."

Before Gyvon could react, Twilight had telepathically picked him up, and slammed him into the far wall. "TWILIGHT! What the hell?" exclaimed Gyvon. Twilight glared at him angrily. "I'm the one asking questions here, and I demand answers." she said, her eyes boring into Gyvon. "I noticed how you carefully worded your response to the Princess. Why did you not want me to go along? What was the reason you came up with? Do you think I'm weak? Incapable?" Her questions stung Gyvon. "Twilight..." he said softly. He was conflicted. He could tell Twilight that, yes, he did believe her incapable. However, after a few moments, he decided that the truth would be best. "Alright." he sighed, lowering his head in resignation. "You deserve to hear the truth. The whole truth." She lowered him down gently, and released him. Gyvon slumped along the wall and sat on the floor.

"Twilight, you are more than strong enough to accompany me. More than capable enough. Anypony who would charge down Nightmare Moon all by themselves would be" he said. Twilight stepped closer to him, her expression softening. "Then why did you not want me to go with you?" Gyvon stared out the window and off into the distance. "Because, Twilight, I've come to care for you. Too much." he said. "You've been the closest thing I've had to family in a long time, Twilight." he said as his eyes began to tear up. "A long time..."

"What about back on Earth?" she asked. "Don't you have family waiting for you back there?" To her surprise Gyvon began to laugh. A low, desperate laugh. "Twilight, on Earth... I'm officially dead." Twilight's eyes widened in surprise. "Wh...what?"

"After I was rescued, after they learned what happened to me, the Pentagon immediately declared me killed in action." said Gyvon. "They then labeled my file Top Secret and buried it. Hell, Gyvon's not even my real name. Some computer randomly generated it."

"Why would they do that?" asked Twilight. Gyvon sighed. "They were worried that more humans would begin working for the Decepticons. More people like Dylan Gould." he said.

"And... your family?" asked Twilight. Gyvon began to chuckle. "I'm told it was a beautiful funeral." After a moment, he sighed. "Ever since then, I've felt nothing but loneliness. The Autobots tried to help, but, no matter what, I always felt like an outsider. Even amongst the human members of NEST, I never truly felt welcomed after that. For the past year, I've been alone. Until..."

"Until you landed here, in Equestria.". finished Twilight, her eyes beginning to tear up as well. Gyvon nodded. "For the first time since Mars, I felt like I actually belonged somewhere." He looked over at Twilight, and smiled. "And you have been there from the beginning. You took me in before finding out what I was, before learning of my history. For the first time, I've had a home to return to."

When he had finished, Twilight nuzzled him affectionately. "I'm sorry." she said, tears still welling up in her eyes.. Gyvon shook his head and smiled. "Don't be. I deserved it." he said as he got up. "C'mon, we don't want to keep Dinobot waiting too long."

Twilight picked up her saddlebags and headed for the door before stopping. "By the way, what is your real name?" she asked. Gyvon couldn't help but laugh cheerfully. "Tell you what, when we get back, I'll tell you." he said. "Promise."

"I'll hold you to that." said Twilight. Not willing to waste any more time than they already had, they stepped out the door. Gyvon transformed into his combat form, picked Twilight up, and flew off towards Fluttershy's.

Chapter 11: Lair

Chapter 11: Lair

Chapter 11

Lair

LOCATION: Fluttershy's Cottage
TIME: Afternoon.

The flight back to the cottage only took a few moments. Waiting for him and Twilight were Dinobot and, surprisingly, Princess Celestia, who was clearly agitated about something. She seemed to calm down a bit when Gyvon landed.

"About time you were finished." growled Dinobot. "Shall we get on with it?" Gyvon nodded as he set Twilight down. Before he could move, Princess Celestia stopped him with a raised hoof. "Just a moment, please. I need to speak to you, Gyvon. In private."

Dinobot's eyes narrowed in fury. "These delays are growing tiresome. Please be quick about it." he growled, only to have Celestia turn on him, mirroring his expression.

"I will take as much time as needed." she snapped. She turned towards the cottage and motioned for Gyvon to follow. "Wow. I've never seen the Princess this angry before." said Twilight. Gyvon said nothing as he followed the Princess inside the cottage.

As he entered, he saw that the Princess was pacing, and her usual glow was more subdued. "I apologize." she said, coming to a stop. "I usually don't lose my temper like that."

"It's alright." replied Gyvon. "What's got you this worked up?" The Princess ceased her pacing and sighed. "Dinobot told me what he did. How he participated in the wholesale slaughter of a Diamond Dog encampment. It... unsettled me to say the least." She looked Gyvon in the eye. "Are... are you sure you can trust him?"

Gyvon thought for a moment before nodding. "Believe it or not, yes. Remember how I said that some Decepticons are now working with the Autobots?" he asked, and got a nod in return. "Not all of them were exactly saints, but they stayed loyal, even after Galvatron was revived."

Princess Celestia sighed. "Maybe you're right. But... I still insisted on my most faithful student go along with you and that... butcher.

Gyvon reached out, and placed a reassuring hand on the Princess's shoulder. "Don't worry. I'll bring her back, safe and sound." he said. "I promise."

The Princess smiled, and brightened. "I'll hold you to that promise. Now, I must return to Canterlot. The Guards carrying the Decepticon should be there soon, and I must make a speech to reassure everypony." she said. With a quick bow and a flash of light, she was gone.

Gyvon left the Cottage and walked over to Twilight and Dinobot, who were waiting patiently. "What did the Princess want?" asked Twilight.

"Nothing important." replied Gyvon. It was a lie, but a small one. "Let's get moving. We're burning daylight."

"Agreed." said Dinobot as he turned and headed towards the forest. Gyvon and Twilight followed close behind.

LOCATION: Everfree Forest
TIME: Dusk.

"We should stop here." said Dinobot. "This forest is no place to wander in the dark."

The campsite could not have been more perfect. There were plenty of dead branches laying on the ground, a nearby stream, and plenty of vegetation for Twilight to munch on.

Twilight shook off her saddlebags, glad to be rid of the weight. Although the Everfree did not allow for so quick a pace as to be exhausting, it had taken it's toll on the lavender unicorn. She trotted over to the stream and, after a quick scan of the water for predators, bent down for a drink.

"We'll get a fire started." said Gyvon as he gathered up firewood and stones.

"Good." said Dinobot, transforming into his beast mode. "I shall return soon." With that, Dinobot disappeared into the undergrowth.

"Where's he going?" asked Twilight, who had just returned from the stream.

"Hunting, I guess." replied Gyvon. He set some of the tinder and kindling up in a tipi build and ringed it with stones. "Can you give me a hand here, Twilight?" Before he finished the sentence, a magical spark lit the fire, and Twilight began grazing on the available forage.

Before too long, true darkness washed over the forest. Twilight, having finished her meal, laid down near the campfire and pulled a book out of her bags and began speed reading through it.

"Anything good in there?" asked Gyvon.

"No. These spells are too advanced for me. I don't think I can pull any of these off." she said, before stopping on one page halfway through the book. "Huh, 'Astral Projection'. This one looks relatively simple." Twilight said, as she began channeling magical energy through her horn.

"Uh... you sure that's a good ide-" Twilight's head fell forward before Gyvon could finish his sentence She appeared to have passed out, though her horn still glowed with energy. "TWILIGHT!"

Gyvon rushed over to see if she was alright, and reached out to jostle her awake. Before he could touch her, however, he felt something stop him.

Careful. You don't know what'll happen if you disturb me while casting the spell. a familiar voice said.

He tried to look around for the source of the voice, but his body wasn't responding.

Huh. Looks like I can control your body as well. Neat. said the voice, as Gyvon's arms started moving, seemingly on their own accord.

"That you, Twilight?" Gyvon started to say, but his mouth wasn't working.

Yes. she said.

Get out of there, Twilight.

In a second. I want to try something real quick.

Before he could protest, Gyvon's right arm shot out to point at a rock on the far side of the clearing with an open palm. Both his arm and the rock began to glow with a dark-green aura, and the rock lifted up off the ground and shot towards his outstretched arm. Twilight, though not used to using hands, managed to manipulate Gyvon's to catch the rock with surprising ease.

As Twilight left Gyvon's mind, he stared wide-eyed at the rock in his hand, dumbfounded. Twilight, having returned to her own body, shot up like a rocket and was grinning ear to ear. Gyvon could only look at her and ask "... the fuck just happened?"

"While inside, I noticed a few similarities between your body and a Unicorn's. It seems that you have the physical capability for magic."

"So... I can do magic?" he asked

"No." Twilight responded.

"But you just said..."

"I said you have the physical capability. The energy required is completely foreign to you. I only managed it by channeling some of mine, and your body resisted it at every step" said Twilight, returning to the spell book.

"I see."

It was after midnight when Dinobot returned from his hunt. Twilight had fallen asleep a few hours beforehand and Gyvon was stoking the campfire.

"Any luck?" asked Gyvon.

"Nothing in this damned forest worth hunting." replied Dinobot as he transformed. Gyvon tossed him an energon gem, which he hungrily devoured as he sat down across from Twilight's sleeping form.

"She should not have come with us." he said. "We do not know how she will be affected by the stress of combat."

"She's made of sterner stuff than you give her credit for." replied Gyvon.

Dinobot shook his head. "It is not her courage, nor her skill I question, Autobot. Rather, her innocence." he said, sorrow filling his voice. "I doubt that she knows the true horrors of combat."

Gyvon had to concede that point. Despite defeating Nightmare Moon, despite stopping Discord's reign of chaos, Twilight Sparkle had never shed blood, and Gyvon feared how that would hurt her.

LOCATION: Northern Edge of Everfree
TIME: Late Morning.

After waking up at dawn, Gyvon, Dinobot, and Twilight made good time traveling through the forest. Before long, they had made it to the base of the mountain that held Galvatron's lair. Being so close to enemy territory, the three of them were being extra cautious. It would be what saved them

"Wait!" said Twilight, barely above a whisper. "Do you hear that?" her hears were scanning back and forth, trying to get a bead on the source of the noise she had heard.

Before long, both Gyvon and Dinobot heard it as well. It was a low buzzing sound. "Sounds like a beehive." said Gyvon.

"It's not a beehive." said Dinobot, drawing his pistol. "It's Waspinator."

As if in response, Gyvon heard the thwack of a crossbow firing, and managed to dodge the bolt. He looked up to see that the Predacon's name was highly descriptive. Waspinator looked like a wasp that had humanoid limbs and a head grafted to it's body. Waspinator readied another bolt and fired at Dinobot, who dodged behind a tree.

"Oh, Galvatron reward Wazzzzpinator greatly for killing traitor-bot." he said as he reloaded his crossbow.

Before Waspinator could do anything else, there was a sudden flash of light as Twilight teleported above the Predacon, and slammed her fore-hooves down onto his head with great force, driving Waspinator into the ground.

"Impressive." said Dinobot as Twilight teleported back to the ground. He approached the downed Predacon, ready to end his life.

"WAIT!" called Twilight as she cantered up to the still-dazed Waspinator. "I have an idea, and I need him alive for this." Her horn glowed and she laid down, giving Gyvon an idea as to what her plan was. She collapsed, and Gyvon had to restrain Dinobot to keep him from interfering. He quickly explained Twilight's new trick.

"Ooh, I hit him harder than I thought." said Twilight/Waspinator. The possessed 'con opened it's eyes. "GAH!" and just as quickly shut them.

"What's wrong?" asked Gyvon.

"Compound eyes." replied Twilight, slowly opening one of her new body's eyed. "Very disorienting. Oh, by the way, you can move my body while I'm doing this. I checked last night." After getting used to the compound vision, she picked herself up off the forest floor, and wobbled a bit before regaining balance.

Dinobot growled. "So, if possessing Waspinator was step one of your plan, what is step two?" he asked. Twilight gave Dinobot an evil-looking grin.

LOCATION: Decepticon Base Entrance
TIME: Noon.

Quickstrike was bored out of his mind. He had drawn the short straw two days ago and had been ordered to guard the base entrance. However, it seemed that the locals never came anywhere near the base. They all shunned the forest, and since the mountain their base was located in was in the middle of said forest, nothing interesting ever happened at the entrance.

At least he had a great view of the battle between the Pegasus and Thundercracker. He hadn't been able to report it, however.

He heard the tell-tale buzz that told him Waspinator was approaching. "What's that slag-head doing back?" he asked with a strangely Texan drawl. He then heard footsteps coming up the path and turned, receiving the shock of his life.

It was the traitor, Dinobot, and a Human being herded up the path by Waspinator, who was carrying an unconscious unicorn. The arriving group halted in front of the entrance, and Quickstrike began to chuckle.

"Well well well, if it isn't the traitor. Come to surrender? Maybe beg Galvatron for mercy?" asked Quickstrike.

Dinobot didn't reply, but Gyvon unsheathed a blade and, with one stroke, decapitated the Predacon. "You sure there's only one guard?" asked Gyvon.

Dinobot nodded. "There never was a need for more than one. At least the plan's working."

Waspinator's body began to twitch. "Not for long." said Twilight as she set her real body down and handed Gyvon the Predacon's crossbow. "This guy's fighting back, and I can't hold him for long. I'm going to release control."

Suddenly, Waspinator's body stopped twitching as he regained control. He then danced a jig. "YEZZZZZ! Wazzzpinator is FREEEEE! Pretty pony no longer control Wazzzpinator!" he yelled, before coming face to face with his own crossbow. "Oh."

Gyvon fired, sending the bolt through Waspinator's head.

"Well, that could've gone better." he said, tossing Waspinator's body and weapon down the cliff-face, Dinobot doing the same with the guard.

"Looks like we're on our own now." said Twilight, having returned to her own body.

Cautiously, the three of them entered the cave system. In the lead, Dinobot had drawn his sword and Gyvon had his gatling gun out. Twilight was hanging back, walking as quietly as her hooves allowed. Not too far in, they came across a metal door in the side of the passageway.

"The Armory." said Dinobot. He stepped up to the door and carefully cracked it open to peer inside. Seeing that there was nobody inside, he opened the door fully and motioned the others to follow him inside.

"Wow, for an armory, this place is surprisingly empty." said Gyvon. There were only a few boxes on the far wall containing a few packets of C4 and detonators. Thinking that they'd be useful, Gyvon pocketed a couple.

"Something's not right." growled Dinobot. "What's the range of that 'astral projection' spell?"

"Approximately one hundred yards." responded Twilight. She could tell what he was getting at and cast the spell, leaving her body. Before long she returned. "I didn't see anything. Just a big empty chamber and a few holographic displays. I couldn't tell what was on them."

"Not good." said Dinobot. "That's the control center. There should be at least one Decepticon in there."

"Well, we're not gonna find out anything in here. Let's go see for ourselves." said Gyvon.

Despite the lack of activity, the trio made careful progress through the base, lest they alert any hidden enemies. Not too far down the corridor, they found the control center, exactly where Twilight said it would be.

"Spread out and check the displays. See what they're up to." said Gyvon. Dinobot and Twilight jogged to the far side of the chamber, while Gyvon stayed near the entrance. The text on the display, however, was in Cybertronian. A modern version, but a dialect he couldn't read. A quick look at another showed the same language. "Damnit! They're all in the Decepticon dialect!"

"Found something!" called Dinobot. Gyvon and Twilight quickly ran to his position.

"What did you find?" asked Twilight.

"Everything." replied Dinobot. Hitting a few buttons on the control panel, the words on the screen shifted into English.

What they showed sent chills down Gyvon's and Twilight's spines. The Decepticons planned to bore through the mountains and down into the "Lost Prison", freeing the one inside. Then, they would come to the surface and attack the "City on the mountainside."

"Canterlot!" gasped Twilight. "They're going to attack Canterlot!"

"When is this supposed to go down?" asked Gyvon. Dinobot tapped a few keys and another part of the plan showed up on the display.

"It's happening now!" said Dinobot. "They started digging two days ago. The invasion is scheduled for dawn tomorrow!"

"Twilight, can you teleport us to the Princess?" asked Gyvon, a slight twinge of panic creeping into his voice.

She shook her head in response. "Not directly. I'll need to do it in four jumps, but I can only take one of you with me."

Gyvon paused to think for a moment. "Take Dinobot with you. I'll meet you there."

Twilight nodded and placed a hoof on Dinobot. She concentrated, focusing her magic through her horn, and in a flash, they were gone.

Gyvon transformed into his jet mode and flew down the corridor. As soon as he was out in open sky, he hit his afterburners and flew at full speed in the direction of Canterlot.

LOCATION: Green Bank, West Virginia
TIME: 1354 Local.

It was yet another boring day for Allen Parker. He was the NEST agent assigned the National Radio Astronomy Observatory. His job was to monitor any possible Cybertronian transmissions sent to Earth. However, although Optimus Prime frequently sent messages to Autobots out in the cosmos, very few actually responded. For the most part, they just showed up unannounced.

Allen didn't mind too much. If Uncle Sam wanted to pay him to sit around and surf the internet all day, it was fine by him. However, as it would turn out, this day would be unlike any other. The first warning sign was his computer beeping, alerting him to an incoming extra-terrestrial transmission. He fired up the analysis program, and quickly enough saw that it was, indeed, of Autobot origin. Upon closer inspection, it was a transmission from one particular Autobot that he was told to watch out for.

He picked up the phone with trembling hands. It was a direct line to the Pentagon. "Get me General Morshower. I've found his missing Autobot."

Chapter 12: Darkness Rising

Chapter 12: Darkness Rising

Chapter 12

Darkness Rising

LOCATION: Canterlot
TIME: Early Afternoon.

It was an unprecedented turn of events. The moment Princess Celestia had returned from Ponyville, she had cancelled all court appointments until further notice. It didn't take a genius to understand why. Nopony could possibly miss Thundercracker being carried in by the Pegasus guards. The Princess suspected that only her assurances that matters were being dealt with prevented a mass panic.

Now, however, there were more pressing concerns. Both Princess Celestia and Princess Luna had been in constant meetings with their military commanders, only pausing to raise the Moon and Sun. At first, a lot of progress was made. Battle plans had been drawn up for possible attacks in locations as far away as Appleloosa. Unfortunately, things began to fall apart once it was time to hammer out the details. Some of the commanders wanted to spread the military all over Equestria, so no one place was ever undefended. Others wished to consolidate their forces in a few centralized locations, so that they could respond quickly to any incursion. The arguments were fierce, and after the first couple, Princess Celestia decided it was simply best to let them run their course.

Another such argument was taking place, this time over whether or not to ask other nations for aid. General Farsight argued for sending an official request to the Griffon Dominion and the Ram Republic, while General Icewing believed that their troops would be more a burden than a boon, since they had not been properly trained.

As their argument ended, Princess Celestia breathed a sigh. "I believe that we've planned all we could." she said. "Until we know where and when the attack will be, we can do nothing."

"So, is that the conclusion of this discussion?" asked General Firebolt, head of the 2nd Unicorn Battalion.

The Princess nodded. "Until My student and Gyvon return from their mission, there is very little progress that can be made here."

As if on cue, there was a blinding flash of light at the entrance of the room. When it faded, Twilight Sparkle and Dinobot took it's place. The unicorn was panting from exertion, while the 'Con was having trouble standing straight.

"Twilight Sparkle!" exclaimed Princess Celestia. "Where's Gyvon? Is he alright?"

Before Twilight could respond, Gyvon crashed through one of the stained-glass windows, followed soon by a sonic boom. "Mach 2.8, a new record." said Gyvon, having transformed back into human form.

Princess Luna cleared her throat, gaining everyone's attention. "So, were you successful? Have you found out what the enemy is planning?" she asked, a little louder than necessary.

"They're moving on Canterlot." said Gyvon. "They attack at Dawn."

The resulting silence was deafening. After a moment, one Unicorn spoke up. "Evacuate the city."

Princess Celestia called for a messenger and relayed the order. Once he had left, she turned towards Gyvon, who had joined Twilight and Dinobot. "Do you know where the attack is coming from?"

"My best guess is from the mines. They're headed there to free the prisoner." replied Gyvon. One of the Generals left the room when he had finished.

"How could they know about the prisoner?" asked Luna. "You said that it's been in there for over ten thousand years."

"You also told me that the prisoner couldn't communicate easily with the outside world, that the nature of the 'Faraday Cage' prevented it from doing so." added Princess Celestia.

"You're right, Princess. There should be no way that Galvatron... GOD DAMNIT!"

"What is it?" asked General Icewing.

"The Faraday Cage. It was breached three weeks ago, when Princess Luna and I went to investigate." said Gyvon. "There was a short window where an SOS could've been sent."

"But, how could that thing know about Galvatron?" asked Luna. Gyvon shrugged in response.

"I don't think it did." said Gyvon. "It probably just sent out a general broadcast."

"How Galvatron knows about the 'prisoner' is immaterial." said Princess Celestia. "All that matters is we have a plan for the defense of the city." As she finished, a loud siren sounded, signalling the citizens to evacuate

Gyvon and Dinobot joined the planning session, while Twilight left to find her friends. Now that the enemy's objective was known, the meeting progressed swiftly. The game-plan hinged on the three walls of Canterlot; the Perimeter wall, the Inner wall, and the Palace wall. Their first stand would be at the Perimeter Wall, although they fully expected to lose it before the day was over with. However, when they fell back to the Inner wall, they were to leave a few nasty surprises behind. Over the past week, the Unicorns at the palace had developed a magical land-mine, one that could not be set off by ponies, and they had built a few dozen. Along with the mines, there was the C4 that Gyvon had purloined from the Decepticon base. He had a specific plan in mind for it.

The only foreseen problem with the defense plan would be Predacon and Decepticon fliers, although the Pegasus Generals promised that they could keep the skies over Canterlot friendly.

By the time they had a solid plan, it was nearly dusk. Luna excused herself so she could raise the Moon, while the Generals each headed for their barracks to brief their troops.

Gyvon and Dinobot were invited to dine with Princess Celestia and Luna, along with Twilight and her friends. It was a subdued meal, each of the participants only picking at their plates, although Pinkie still managed to finish two helpings before any of the others could finish their first.

Before long, a Unicorn barged his way into the dining room, the same one that interrupted the meeting with Princess Celestia three weeks ago. "I must speak with the Princess." he demanded

"Archivist! What are you doing here?" asked Princess Celestia. "All civilians should've been evacuated by now."

"I apologize, Princess." replied the Unicorn. "I got caught up in my work. I believe I have translated the writing on the Structure in the mines."

"THAT'S IMPOSSIBLE!" yelled Gyvon. "That language hasn't been spoken for over ten thousand years."

The Archivist was visibly shaken from his outburst. "Well, yes, but it has many similarities to an ancient Draconic dialect." he said. "It took me a while, but I believe I have a rough translation." He floated a scroll over to Gyvon, who took it and read aloud.

When the six fragments light the Darkness once again, the seventh will reveal itself....
And a hero will arise, a rainbow will be on his head, and his feet will be as pillars of fire...
And the hero will cast down the Disciple of Darkness...
For in the spark of an enemy, there will be salvation.

"It sounds like a prophecy." said Princess Luna. "Though I can not fathom what it means."

Princess Celestia bowed her head graciously at the Archivist. "I thank you for bringing this to me. Now, you must evacuate the city. We are preparing for an imminent attack."

The Archivist bowed and left swiftly. Princess Celestia turned to Twilight, who was sitting to her right. "Any idea what the words could be referencing?" she asked her student.

Twilight shook her head. "No, but the 'six fragments' lighting the darkness sounds like the Elements of Harmony, but the prophecy mentions a seventh." She looked up to Princess Celestia. "Has there ever been a mention of a seventh Element?"

Princess Celestia thought for a moment. "No, I do not believe so." she said. "The Elements have 'lit the darkness' several times in the past, and there was never a seventh involved." She looked over to Gyvon, who appeared to be deep in thought. "What do you have to say about this, Gyvon?"

He was startled out of his thoughts. "Huh? Oh, well, normally I wouldn't pay any heed to a prophecy. Most of the time they're just plain nonsense."

"However?" asked Princess Luna.

"However, since I joined NEST, I've learned that Cybertronian prophecies are usually relevant."

LOCATION: Canterlot Palace Towers
TIME: Midnight.

Gyvon stood in one of the many towers of the palace that overlooked the city. It was dark in the streets below. Most of the citizens had left. Some headed south for Ponyville. Others headed to other cities to be with family. The ones who couldn't leave the city took shelter in the palace.

Behind him, he heard a set of hooves climbing the stairs. "Hello, Twilight." he said without turning around. He'd been around her long enough to recognize her gait. "What brings you up here?"

"Couldn't sleep." she responded. She took a seat next to Gyvon.

"Me neither." he responded. "Worried?"

He got a nod in response. "Yes. I've never been this afraid. Not even when facing Nightmare Moon." She began to tear up. "What's going to happen tomorrow, Gyvon?"

Gyvon sighed, and looked off in the direction of the Mines. "I'm not gonna lie, Twilight, we're severely outmatched. Even if we win, a lot of good ponies are going to be killed." He turned back to face Twilight, who was on the verge of crying. "By the way, it's John."

"What?" she asked.

"My name, my real name, is John Kelley."

Twilight smiled and leaned into his leg and nuzzled him affectionately. As she did so, Princess Luna flew in and landed next to them.

"So, John, what do you think our chances tomorrow will be?" asked the Night Princess.

Somepony's been eavesdropping. He turned to Luna. ""If it were just the Decepticons, we'd have a good chance, but the Predacons are a different matter. They're easier to defeat individually, but their sheer numbers can turn the tide in their favor." he said. He looked up to the night sky, admiring Princess Luna's work. "At least it's a beautiful night."

"Thank you. I just hope it's not our last." said the Princess.

"It won't be." replied Gyvon, smiling as he did.

"Are you always this confident?" asked Luna.

"Only when I have to be, Princess." he replied, grinning even wider.

Princess Luna couldn't help but laugh, and soon Twilight and Gyvon joined in.

LOCATION: Canterlot
TIME: Before Dawn

It was nearly time. The Guard was swiftly roused from their beds and took their positions along the Perimeter wall. The mines covering their escape route when they fled to the Inner wall were placed to inflict as many casualties as possible. As an afterthought, a few were also placed between the Inner and Palace walls.

Twilight and her friends, each wearing their Element of Harmony, were standing with Princess Celestia and Luna in the Palace. They each wore their own Elements of Harmony, ready to be used should the need arrive.

Gyvon and Dinobot had taken position at the wall.

"It's time." said General Icewing. Princess Celestia nodded, and raised her head high. Channeling ancient and powerful magic through her horn, she began her task. Slowly, but surely, the sun began to rise. It was dawn, on what could be the final day for Canterlot.

LOCATION: Lost Prison
TIME: Dawn

"Lord Galvatron, the sun is rising!" called out a Predacon. They had breached the prison the previous night, and a lookout was placed outside to tell of the coming sun.

Galvatron nodded in acknowledgment. "Very well." He turned to his Predacon army, an army that numbered in the thousands. "Predacons, begin the assault! Destroy that accursed city! Leave none alive!" The Predacons gave a mighty shout and stormed off to begin the battle. Under Galvatron's orders, however, the Decepticons remained behind. He was fully confident in the Predacons' ability to destroy a primitive city.

When the last Predacon marched out of the Prison, Galvatron turned towards the Prisoner. Nemesis Prime, formerly known as Nova Prime. He reached over to grab the sword that had been plunged in the Cybertronian's chest. With a mighty effort, Galvatron pulled the sword free, and the ancient machinery of Nemesis Prime's body began to start up.

"I... FUNCTION!"

LOCATION: Canterlot Palace
TIME: Dawn

"AAAAH!" screamed Princess Luna in agony. She thrashed around as a dark mist began to engulf her. The Night Guards rushed in to assist their Princess, but were blasted away by a gust of air.

"Luna, are you alright?" gasped Princess Celestia. "What's wrong?"

Princess Luna stopped thrashing and began to laugh. It was a cold, heartless laugh. Soon the dark mist began to fade, revealing not Princess Luna, but another mare instead. A mare as black as a moonless night, wearing teal armor and looking at Princess Celestia with turquoise, viperous eyes.

"Nothing's wrong, dear sister." said Nightmare Moon, her voice dripping with venom. "Nothing at all."

Chapter 13: Broken Arrow

Chapter 13: Broken Arrow

Chapter 13

Broken Arrow

LOCATION: Canterlot Palace
TIME: Dawn

Nightmare Moon continued to laugh maniacally as the ponies around her recoiled in horror. "You honestly thought I was gone for good? Foals! The Darkness can not be destroyed so easily." She glared at the six ponies standing before her, and froze. They were wearing the Elements of Harmony, the only things that she feared.

"Girls!" yelled Twilight. "NOW!" With that, Twilight and her friends closed their eyes, and began channeling the ancient magics they wielded, levitating in the air by an unknown power.

After the first time they wielded the Elements, scholars asked the six how they managed to do so, but none of them could give an adequate answer. It was an instinctual ability, and was as easy as breathing for the Bearers. It was almost as if the Elements themselves imparted the knowledge needed to channel the arcane energy through the bonds of friendship.

And once again, they were called on to bring the Elements to bear. Nightmare Moon took a step back, shielding her eyes as a ribbon of a rainbow encircled her, and a bright flash of light emanated from the Elements of Harmony. After their work was done, the Element Bearers slowly alighted on the ground, and black smoke obscured where Nightmare Moon stood mere moments ago.

"Did it work?" asked Rainbow Dash, catching her breath. "Is Princess Luna back?"

Her questions were soon answered. The smoke cleared, and Nightmare Moon still stood before them, laughing.

"Oh shit." cursed Twilight, who covered her mouth in embarrassment.

"Really, Twilight. Must you use such language?" asked Rarity. "You've been spending far too much time with Gyvon."

"Ah think we've got bigger problems than some foul language, Rarity." retorted Applejack, pointing at Nightmare Moon.

"Foals! With Nemesis Prime active, I can tap into The Darkness directly! The Elements can not affect me so long as that connection remains!"

She looked down on the six who had caused her so much pain in the past, the ones who had weakened her so much that Princess Luna had managed to regain control. Nightmare Moon began channeling dark energy through her horn, ready to destroy the six whelps who dared stand up to her. But before her spell could be completed, a beam of pure white light shot at her, and knocked Nightmare Moon back.

"Girls, run!" said Princess Celestia. Her horn glowed, and golden, shining armor formed around her body. Twilight looked up at her mentor with tear filled eyes.

"But... Princess-"

"Go, Twilight." she said. "The Elements are still needed this day, but not here." Princess Celestia stepped between the Element Bearers and Nightmare Moon. "Head for the Inner wall, my little ponies. I will deal with this monstrosity."

As the Element bearers ran from the Palace, Nightmare Moon stood up, and formed her own turquoise armor around her. "My my, Celestia, striking your own sister. I didn't think you had it in you." she said with a smirk.

"You're not my sister." replied Celestia. Her horn glowed, building up energy. "You're just an infection. An infection of her very soul. And I will not! Lose her! AGAIN!" She fired three bolts of pure sunlight, which Nightmare Moon dodged, though with great effort.

"So, we shall do battle once again." said Nightmare Moon, channeling pure darkness around her. "Know this, Celestia. For the glory of Lord Unicron, THIS WORLD SHALL BE CONSUMED BY DARKNESS!"

LOCATION: Perimeter wall

"That can't be good." said one of the Unicorn Guards, who was looking back at the palace, and saw the Elements being used, though he knew not what was going on.

"EYES FORWARD, SOLDIER!" snapped Gyvon, who had been given the temporary rank of General. "We've got a job to do." He couldn't fault the Unicorn too much. He too had noticed the commotion, and looked back at the Palace as well, across the open grassland and the Inner wall, where the city proper began. Every fiber of his being was screaming at him to fly over to the palace and investigate. He didn't like the idea of an unknown element to his rear, especially when the plan of battle called for a tactical retreat. But matters at hand demanded Gyvon's attention.

The Predacons had begun their assault. They were pouring out of the mine entrance by the hundreds and formed ranks, well out of range of the Unicorn's battle magic. One by one, the Predacon formations began the long march to the Perimeter wall.

Gyvon held the C4 detonator in his hand, waiting for the right time to unleash his surprise on the oncoming horde. They were now within range of the Unicorn's magic, but he had them hold off, only allowing a few Marks-stallions to take potshots at the Predacons. Soon, however, Gyvon calculated that enough of the Enemy had entered the kill-zone, and he pressed the button on the detonator.

Four explosions shook the cliff-face above the Predacon formations, and they looked up in horror to see a massive rock-slide descending upon them. There was no time for them to run, and they were smashed beneath tons of rock. The Guards on the wall gave a mighty shout.

"ENOUGH CELEBRATING!" he yelled, causing the Guards to quickly quiet down. "That was merely the first wave! There are more Preds where they came from!"

He was right, even now a second wave was marching for the wall, this one accompanied by fliers. General Icewing ordered the Pegasi to attack. They were agile, fast, and managed to take the Predacons by surprise and killed half of the fliers in the first pass. They wouldn't get a chance for a second. The remaining fliers recovered, and supported by AA from the ground troops, they engaged the Pegasi in battle. Ten Guards were slain before Icewing ordered them to withdraw, and another three died in the retreat.

"General!" called Gyvon. "Have the Pegasi fly FORCAP. We don't want any fliers getting around us."

General Icewing agreed, and had the Pegasus Guard fly up but remain over friendly territory. The few Predacons that tried to fly around the lines were swiftly cut down.

"OPEN FIRE!" ordered General Firebolt. The Predacons were now within range, and the Unicorns unleashed arcane fire upon their ranks, only to be answered in kind with gunfire, rockets, and pulse weapons.

But the line held. While the Predacons had superior numbers, the Guards had cover. There were casualties among the Unicorns and Pegasi, but they still held the line for over an hour.

In that time, Dinobot had managed to find Gyvon along the wall. "This is too easy." he growled. "Only the Predacons are attacking. Where are the Decepticons?"

As if on cue, from out of the mine tunnels came flying one of Scourge's Sweeps.

"You just had to ask, Dinobot!" said Gyvon as he formed his fusion cannon. "UNICORNS! CONCENTRATE FIRE!"

A team of Unicorn Guards halted their fire on the Predacons and redirected it at the new arrival. They tried to remember what Gyvon told them about Decepticon weaknesses; Aim for the eyes, aim for the heart. The 'Con was too far away for them to aim accurately, but they still hit it. The Sweep staggered for a minute before blasting the wall with it's cannon, blowing a hole in it.

However, in that time, Gyvon managed to fly up and engage. "Hello" he said, attracting the Sweeps attention... "Goodbye!" before blasting it's head with his fusion cannon, killing the Decepticon. He reset the limb back into it's socket and dodged return fire from the Predacons.

But the damage was done. The Decepticon had breached the wall, and with some of the Unicorn's attention drawn elsewhere, the Predacons had managed to climb the wall. Bitter hand-to-hoof combat between Pony and 'Con had broken out. It was now or never.

"FALL BACK! FALL BACK TO THE INNER WALL!" Gyvon shouted. General Icewing sliced the Pred he had engaged in half and relayed the message, while Dinobot skewered another that the General had missed. The Guards broke off from their engagements and fled, while Gyvon strafed the Predacons in jet form.

When the wall had been fully overrun and the Guards were in full retreat, Gyvon headed for the palace to see what the commotion was about, only to see Twilight signalling him from the top of the Inner wall.

"What are ya'll doing here?" he asked after he landed.

"It's Princess Luna!" replied Twilight. "She's... she's become Nightmare Moon again!"

Gyvon's face fell when he heard the news. "Princess Celestia?"

"She stayed behind to fight her. She told us to head here."

"What about the Elements?" asked Gyvon

Twilight shook her head. "They didn't work."

"FUCK!" Gyvon cursed at the news as the Royal Guards began taking their places along the wall. "This day can't possibly get any worse."

"DON'T SAY THAT!" Pinkie Pie screamed

LOCATION: Lost Prison.

"Lord Galvatron, the first wall has fallen." reported Dirge.

"Good." said Galvatron, who turned to address the other Decepticons. "It is now time for the Decepticons to join the attack."

The Decepticons saluted, transformed, and left the Prison, eager to do battle that day. As the last one left, Galvatron turned to Nemesis Prime.

"Go." he rumbled.

"But... you're still injured." replied Galvatron.

"It is of no consequence." replied Nemesis. "I will be along shortly."

Galvatron turned and left.

LOCATION: Inner Wall

The Mine entrance was still visible from the inner wall, and the spirits of the Guards fell as they witnessed the Decepticons exit.

"You just had to ask, didn't you." said Pinkie Pie in an accusatory tone.

"I just hope those land mines work" rumbled Dinobot.

"They will." replied General Firebolt, who was sporting a freshly singed mane.

Then, Gyvon heard something. Something he hadn't heard in a long time, and it spoke of their salvation and he hardly believed his ears. His radio.

"This is General Lennox calling Lieutenant Gyvon. What is your situation? Over."

LOCATION: Stargazer Hill, Ponyville

The Canterlot refugees, those that could not find a place to stay in Ponyville, made camp all around the hill. They watched with tears in their eyes as their home city came under attack, joined by the Ponies of Ponyville. Canterlot was only barely visible, and after the first wall fell, they couldn't see what was happening anymore.

Without warning, cloudless lightning appeared near the top of the hill, and the Ponies fled from the immediate area. After a minute, the lightning coalesced into a large portal. The first to step through were two beings that the citizens of Ponyville, who had been exposed to Gyvon the most, recognized instantly as Humans, though one had dark skin. They were wearing the same style uniform that they had seen Gyvon wearing, though the dark skinned one also had a red beret on his head.

After them came a large red and blue vehicle, decorated in flames and hauling a large trailer. The next to come through was a large, lumbering biped that reminded the ponies of Gyvon when he slayed the dragon, though this one was thirty feet tall.

"Alright, Epps, find our boy." said the first human, whose name tag read "LENNOX". He surveyed the multicolored ponies around him, who stared at him with a mix of curiosity and fear. ...And I thought Gyvon had finally gone nuts when I read that part of the message. "Hello." he said.

"Hi." one of the ponies, a mint green Unicorn, replied enthusiastically. Any further attempt at conversation was interrupted by Epps shoving a headset in General Lennox's face.

"I've got his locator beacon." said Epps. "He's not that far away either."

General Lennox took the headset and pressed the talk button. "This is General Lennox calling Lieutenant Gyvon. What is your situation? Over." He waited a few moments for an answer before speaking again. "I repeat, this is General Lennox calling Lieutenant Gyvon, what is your situation? Over."

He heard the other end cut on, and the last words he hoped to hear from the SEAL.

"BROKEN ARROW!" came the yelled reply. "BROKEN ARROW! BROKEN ARROW!"

It was an old term, stemming from the Vietnam War. At NEST, it's use meant that Decepticons were involved.

Epps sighed. "Should've known he'd get into trouble without us."

General Lennox pressed the talk button again. "Lieutenant. Optimus and Silverbolt are inbound." As he finished the statement, before the ponies startled eyes, Optimus Prime transformed into his robot form. Some had seen Gyvon transform before, but never something as big as Optimus.

Optimus Prime donned his flight pack and took off, heading in the direction of Canterlot, flying around the mountain to come at Gyvon's position from behind. Silverbolt, having transformed into an F35, flew directly for the battlefield, ready to kill a Decepticon.

LOCATION: Canterlot Inner Wall

"Oh thank god!" sighed Gyvon. "REINFORCEMENTS ARE ON THEIR WAY!" he yelled to the Guards before Lennox came back over the horn.

"We've got a battalion of Marines standing by in Diego Garcia. Find an open spot and drop your locator beacon. We'll 'Bridge them in."

Gyvon looked around and spotted an open courtyard less than a hundred yards away that'd work. He popped the beacon out of his arm and handed it to Twilight. "Take this and drop it in that Courtyard. Then take your friends and find some cover."

Twilight nodded and followed his instructions, then the six took shelter in a nearby building.

Gyvon spoke into his radio. "Alright, beacon placed. Be advised, we're not just dealing with a few Decepticons."

"We know about the Predacons." replied Lennox. "A defector told us about them weeks ago. How many are there?"

"Thousands!" replied Gyvon. There was a pause on the other end of the line.

"Acknowledged. Stand by, squid. The First of the First are on their way to bail you out."

"Friggen Jarhead!" Gyvon said, and then heard three explosions. He turned to see that Dirge had been annihilated by Silverbolt in his F35 form, who was jetting away with Cyclonus following close on his tail. "Godspeed, you crazy bastard!" he muttered.

LOCATION: Canterlot Palace.

"What was that?" asked Nightmare Moon, hearing the explosions and seeing the jet fly off. While distracted, she was blasted back into a wall.

"Assistance has arrived." replied Princess Celestia. Nightmare Moon got up and dusted herself off, glaring at Princess Celestia.

"I'm impressed. Since when did you have this kind of power?" she asked.

"I've always had it, Nightmare Moon." replied the Princess. "However, until now, I have always had other options." she shot another blast at Nightmare Moon, who jumped over it. "It pains me that what I am doing will cause my sister pain, but you leave me no choice." She levitated a column that was dislodged earlier in their battle and tossed it at her opponent.

Show yourself, puppet master? thought Princess Celestia. You've been pulling my sister's strings for far too long..

LOCATION: Inner Wall.

"HOLD YOUR FIRE! HE'S FRIENDLY!" yelled Gyvon as Optimus Prime landed behind their formation. "About damn time you showed up!"

"I apologize." replied Optimus. "We only received your message yesterday. Why are the Decepticons here? What could possibly interest them in this planet?"

In response, Gyvon reached in his pouch, grabbed a gem, and tossed it up to Optimus, who caught it with surprising gentleness. "Scan it."

Optimus Prime did so, and his eyes opened wide in shock. "How rich?" he asked.

"Incredibly so." replied Gyvon. "This planet is practically infused with energon."

General Icewing came flying up to them with a panicked look on his face. "I don't mean to interrupt, gentlecolts, but what's that?" he asked, pointing to where a space-bridge was forming.

"That, my friend, is a god damned miracle." said Gyvon. The 'bridge had finished materializing, and from the new portal came marching the 1st Battalion of the 1st Marine Regiment, with General Lennox and Sergeant Epps at the head.

Lennox noticed Gyvon standing on the wall with a Unicorn and ran to join them, while Epps ran for a nearby lookout tower.

"General Lennox, this is General Icewing." said Gyvon, introducing the two.

"General." said Lennox, holding his hand out, which Icewing shook with his hoof.

Before further introductions could be made, Dinobot came running up. "I hate to break up the introductions, but the Predacons are advancing!"

General Lennox eyed the new arrival curiously before signalling most of the Marines to take positions on the wall while others set up mortar emplacements. Once the last of the Marines had exited the 'Bridge, a silver Corvette sped through, followed by Skywarp, who was carrying armfuls of reverse-engineered versions of Sentinel Prime's Pillars.

Gyvon surveyed the new arrivals, and grinned. "Alright, I've got a new plan."

"I can't believe I came out of retirement for this." muttered Epps.

Up in the lookout tower, Chief Master Sergeant Robert Epps surveyed the terrain. My girls would love this place. he mused before turning his attention on the approaching Predacon horde. "Alright, mortar teams, targets coming your way." he said into his radio.

"PREDACONS ATTACK!" roared Galvatron. His plans had gone awry, what with the arrival of an Autobot. There was a good chance that the Humans were on their way as well, and that Optimus was already there. Galvatron had to capitalize on his advantage before anything worse happens.

As the front lines approached the city, explosions of blue flames consumed many of the first wave as the magical land mines went off. They barely put a dent in the number of 'Cons advancing on the city walls. But more explosives went off among the Predacons. These, however, were of the mundane variety used by the Humans. Then, he saw Sideswipe jump over the wall and engage the Predacons, cutting row upon row down. All along the wall came the distinct chatter of human firearms.

"SCOURGE!" yelled Galvatron to the last Decepticon at his side. "Deal with that Autobot!" As Scourge ran off to engage Sideswipe, Galvatron extended the blade on his death-lock pincer. "PRIIIIIIME!" he roared.

Answering the challenge, Optimus Prime lept over the Inner wall, axe in hand, ready to finish the feud with Galvatron once and for all.

LOCATION: Cloudsdale.

The tranquility of the Pegasus city was broken when Silverbolt broke through one of the many cloud roads, followed closely by Cyclonus. Their chase had taken them far and wide, but Silverbolt was determined to end it here among the clouds.

As he rounded around the Rainbow Factory, Silverbolt transformed, turned around, and blasted Cyclonus with his shockwave pistol. It was only a glancing blow, but it did the trick. The Decepticon was damaged significantly, and fell from the sky, over the edge of the city and into the forest below.

Cyclonus wasn't dead, but he was out of the fight. Satisfied, Silverbolt saluted the awestruck Pegasi, transformed and jetted off to rejoin the battle.

LOCATION: Canterlot

"I was beginning to worry, Prime." gloated Galvatron as he blocked a swing from Optimus' axe. "Usually, you come meddling in my affairs much sooner than this." He stabbed at Prime with his blade, which was dodged easily.

"It is high time we end this, brother." rumbled Optimus, connecting a kick with Galvatron's chest, knocking the High Protector down. Galvatron picked himself up and responded with a blast of his Fusion Cannon, which grazed Optimus's shoulder.

"Finally, something we agree on." retorted Galvatron. He spun, and slashed his blade at Optimus, who ducked under the blow and brought his axe around, cutting Galvatron's right leg clean off.

"ARRRGH!" roared Galvatron, as Optimus kicked him again, knocking him back halfway to the first wall. He tried to get up, but collapsed. He then heard his Predacons calling for a retreat. The Humans had broken their fighting spirit.

"COWARDS!" roared Galvatron, as his minions began surrounding him. "TRAITORS!" Galvatron struck out at the fleeing horde, striking down those that dared come near their fallen master. Turning his attention closer to the Inner wall, he saw that Scourge had turned and fled as well.

"It is over, Galvatron." said Optimus Prime as he stalked closer to the Decepticon. "Canterlot still stands. Your minions have fled. Now I will put an end to your reign of terror." Optimus raised his axe, ready to strike down Galvatron, the one who he once called brother.

LOCATION: Canterlot Palace.

The two Gods continued their fight, with horn and hoof and spell. Neither of them, Princess Celestia or Nightmare Moon, would back down. Now that the battle at the Wall was largely won, a few Royal Guards and Marines came to Princess Celestia's aid, only to be pushed back.

"THIS IS NOT YOUR FIGHT!" she said, as she turned her attention on Nightmare Moon. The newcomers, however, distracted Nightmare Moon with their very presence. Sensing an advantage, Princess Celestia opened her senses. She was searching for something.

She found it. One lone tendril of pure Darkness, darker than the aura surrounding Nightmare Moon, going off into the distance, connecting Nightmare Moon with something, something that was not present on the battlefield. Focusing her power, Princess Celestia send a jolt of pure energy, and severed the connection.

"AAAAH!" screamed Nightmare Moon in agony before collapsing. As she fell, the darkness surrounding her faded into mist and blew away in the morning wind. Laying before Princess Celestia was not Nightmare Moon, but her sister, Princess Luna instead. She was no longer the image of the Princess of the Night, but rather the form she had taken when Twilight and her friends freed her from Nightmare Moon's influence the first time.

"S-sister." breathed out Luna. "Thank... you." she passed out, exhausted. The battle was over. Princess Celestia had won. She allowed the Guards and Humans to finally approach, and they rushed to the Princess' side.

"Get her to the infirmary!" ordered one of the generals, as a Marine Lance Corporal picked up the fallen Princess, and followed one of the Pegasus Guards.

Princess Celestia finally allowed herself to breath a sigh of relief. Then, the ground began to rumble.

Chapter 14: Prime

Chapter 14

Prime

LOCATION: Canterlot
TIME: Mid morning.

"Wh...what's that?" asked Fluttershy as the ground continued trembling.

"I don't know!" replied Twilight as the trembling intensified. The building they were in began to collapse. "But we've got to get out of here!"

The six immediately exited the building, only to come crashing into a large, metallic foot. They looked up to see a large creature similar to Thundercracker staring down at them in annoyance.

"You're in my way" rumbled the giant as he planted a large object into the ground, and turned to face the Inner wall. "General, we have civilians here."

Twilight turned to where the Cybertronian was facing, and saw Gyvon waving them over. They quickly gallop up to the wall, dodging falling masonry along the way.

"What's going on?" asked Twilight, out of breath.

"I have no idea!" replied Gyvon. "But it's safer up here for now."

"SKYWARP!" yelled Lennox. "Are the Pillars in place?"

"Almost!" replied the former Decepticon as he jammed the last one into the ground. "This quake isn't helping matters. It'll take a minute to calibrate."

"Hurry up. I think we're gonna need a flight of Warthogs real soon."

Out on the battlefield, Optimus Prime lost his balance, dropping his axe as he tried to recover. Before him lay Galvatron, missing a leg but still alive, laughing.

"What is that?" asked Optimus.

Galvatron laughed even harder, before coughing violently. "Tremble, Prime, for the coming of the end." As he finished, Galvatron raised his fusion cannon and fired at Prime, bringing the Autobot down. Spent, Galvatron dropped his arm. "Nemesis Prime has come."

But Optimus was not finished. He quickly recovered and stood up. he stared off to the west, where one of the mountains was quaking harder than the rest of the terrain. Soon, however, the quaking of the land ceased, and a large crack had formed in the mountain above the mines.

From out of the crack, a dark mist issued forth, and alighted onto a nearby mountaintop. The mist dissipated, leaving behind the skeletal figure of Nemesis Prime, wielding the crystalline sword that was previously plunged into his chest. His bone-white body pulsed with an aura of darkness, seemingly consuming all light in his immediate vicinity.

"VERMIN" he roared before once again transforming into dark mist, and disappeared into thin air. Soon, however, Nemesis Prime reappeared right next to Optimus, and backhanded the Autobot, knocking him off his feet. "I sense that you bear a Matrix." rumbled Nemesis, who proceeded to kick Optimus back 20 feet before he could land. "But are you are worthy of it?"

Optimus rolled over, and stood up slowly. he had dropped his axe when Nemesis had struck, but he still had access to an array of weapons. "Let's find out." he said as he closed his mouthpiece and drew his arm-mounted sword. He raised his left arm and formed his Barrage Cannon, firing a quick round at his foe.

"Pathetic." rumbled Nemesis Prime as he swatted the plutonium-tipped round away with the flat of his sword. As the stray bullet careened off over the mountains, Nemesis advanced on Optimus and swung his sword, aiming to decapitate the Autobot. Optimus blocked the blade with his own, and struck back.

As the two titans battled, Sideswipe raced in to aid his commander. He swung his own Cybertanium swords down on Nemesis Prime, only to be blocked by a tendril of Darkness. The tendril lashed out at the new foe, though Sideswipe deftly dodged the attack.

Along the wall, all but a few of the Marines and Unicorns held their fire. The risk of friendly fire on the Autobots was too high. Only a few Designated Marksmen had the wherewithal to hit Nemesis Prime, but all of their shots ricocheted harmlessly off the Cybertronian.

"Is the 'Bridge almost ready?" asked General Lennox.

"Almost." replied Skywarp. "Two minutes at most."

Lennox cursed. "This could be over in two minutes." He turned to General Icewing. "Let's get out there and do some good."

Icewing nodded, and the two of them directed their soldiers down the stairs and towards the main gate and hidden posterns where they would issue forth onto the field of battle, while the snipers remained on the wall. Dinobot joined the group headed for the main gates, while Gyvon stayed behind with the only civilians remaining in Canterlot. All of them had worried looks on their faces, except Twilight Sparkle. She stared at the massive, bone-white Cybertronian with a puzzled expression.

"What should we do?" asked Applejack.

"Find someplace safe and keep your heads down." replied Gyvon. "If we fail, run. Run as far away as you can and stay safe." With that, he took off into the air, and headed to join the fight. The Element Bearers watched him fly off, holding back tears.

"YOU'D BETTER WIN!" yelled Pinkie Pie. "I'VE ALREADY PLANNED OUR VICTORY CELEBRATION!"

Fluttershy walked up to Twilight and prodded her with a hoof. "Let's go, Twilight. We shouldn't be here."

Twilight, however, didn't seem to be paying attention. "That's what the Princess meant." she muttered.

"What was that, sugarcube?" asked Applejack.

"Look at that thing!" exclaimed Twilight, pointing to Nemesis Prime, who had connected with a kick to Sideswipe, sending the Autobot flying. "It's exuding the same dark energy that was powering Nightmare moon."

"So?" asked Rainbow Dash. "What does that have to do with anything?"

"GAH!" exclaimed Twilight. "Weren't you paying attention? The Princess said that the elements are still needed today! That means-"

"Our target should be that ghastly thing." finished Rarity, receiving an enthusiastic nod from Twilight.

"Well, what are we waiting for?" asked Pinkie. "Let's go kick that meanie mean pants' flank all the way back to Cybertron!" Quickly, they made their way over the wall, avoiding the Humans and Guards rushing off to join the battle.

As the Marines and Unicorns got within range, they opened fire. Tungsten/nylon and Arcane Bolts lashed out at Nemesis Prime. Most bounced off harmlessly, merely irritating the great being.

"NO!" roared Nemesis Prime. Knocking Optimus down with a backhanded swipe, Nemeses conjured a wall of shadow and sends it at the intruders. The force of the wall hitting the line of Ponies and Humans sent them careening back towards the wall, killing some when they landed. "I will deal with you insects later"

The intrusion managed to distract Nemesis Prime, and he didn't notice the AGM-65 missiles launched at him until they had impacted, sending the ancient Cybertronian flying. As he recovered, Nemesis saw Silverbolt transform and fire at him with his pistol. Enraged, Nemesis Prime fired a volley of shadow-bolts at the Arialbot. Silverbolt managed to dodge a few, but there were too many. They impacted hard, knocking Silverbolt out of commission. He cratered the ground as he fell.

However, that proved to be yet another distraction. Gyvon dropped down from the sky and flew at full speed at Nemesis Prime, latching on to his chest. Nemesis screamed in agony as Gyvon began carving into his spark chamber. After a few cuts, the plate covering the chamber fell free. Gyvon dodged the piece of metal, reared back with his right arm, and plunged the blade through Nemesis Prime's Spark chamber.

Only to hit the back wall. Nemesis Prime laughed maniacally at this. "Clever insect." he rumbled, brushing Gyvon off his chest with a quick swipe. "Too bad I no longer have a spark. I am powered by pure Darkness." Gyvon landed hard on his back, almost knocking him out as his head slammed back onto the hard ground.

As the giant continued to laugh, Gyvon looked up from where he landed, and saw something fall out of Nemesis Prime's spark chamber. Instinctively, he caught it. It was a perfectly spherical stone, about the size of a bocce ball. Upon closer inspection, Gyvon noticed that, even though it was perfectly smooth, the Autobot symbol had somehow been inscribed on the stone.

Nemesis Prime surveyed the battlefield. Optimus Prime was still down, Sideswipe had been rendered unconscious, and Gyvon was out of the fight. He began to laugh. "IS THERE NO ONE ELSE?" he gloated. "IS THIS THE BEST THAT THIS MISERABLE WORLD CAN OFFER?"

"Actually..." came a soft, feminine voice. "... You haven't won yet."

Nemesis Prime turned towards the voice. It was one he vaguely recognized. The same one he had heard through his pawn. He saw the six ponies that had caused him so much trouble in the past. The ones who had defeated Nightmare Moon.

Gyvon, too, turned to the source of the voice, struggling to his feet. "TWILIGHT!" he called. "GET OUT OF HERE! RUN!" But it was too late. They had begun channeling the Elements.

Nemesis Prime laughed derisively, and channeled pure darkness around his hand. He would slay the interlopers once and for all, and shatter the Elements that had ruined his plans so many times in the past. Before the Elements could be fully empowered, he launched a dark blot at the bearers...

...Only to hit Gyvon with it. He had managed to place himself in between Nemesis and his friends.

"JOHN!" cried Twilight. By now the Elements had reached their full power, and were unleashed, hitting the blot of Darkness. Suddenly, Twilight and her friends lost consciousness.

LOCATION: ?????

He fell. Only, this time, he wasn't alone. Twilight, Rainbow Dash, Rarity, Applejack,, Fluttershy, and Pinkie Pie fell alongside Gyvon through the void.

"What is this place?" asked Twilight. "What's going on, John?"

"I don't know." he replied.

Suddenly there was a bright flash.

They found themselves floating over a barren wasteland, surrounded by mountains. Nearby, they saw Nemesis Prime battling with another Cybertronian. He was wielding the same sword that Nemesis Prime had earlier, though with the addition of a Matrix of Leadership embedded in the hilt.

"Give up, Prima." rumbled Nemesis. "You may wield the Star Saber, but you are still powerless against the Darkness." Nemesis Prime sent a bolt of darkness at Prima, who deflected it with the sword.

"Maybe you are stronger, Nova, but as long as you threaten all life, I will stand up to you."

Nemesis Prime growled at his foe. "Must I constantly correct you. My name is no longer Nova Prime."

Distracted, Nemesis Prime dropped his guard slightly, giving Prima an opening. With great speed, Prima closed the distance between himself and his foe, and skewered Nemesis with his sword.

As Nemesis Prime fell, he encased the sword with an aura of darkness, and shattered the Matrix in it's hilt into seven fragments. They floated for a moment, and formed into seven round spheres. One flew into the spark chamber of Nemesis Prime, while the others scattered to the four winds.

"The Elements of Harmony!" gasped Twilight.

With another flash of light, the scene ended, and they once more found themselves floating through the void. Soon, they were bombarded with other scenes from the past.

The construction of the Prison holding Nemesis Prime...

The discovery of the six Elements...

The downfall of Discord, the first time that the Elements of Harmony were harnessed...

The banishment of Nightmare Moon by Princess Celestia...

The return of Nightmare Moon, and the restoration of Princess Luna by the Elements...

Discord's return, and eventual re-imprisonment.

All this and more bombarded the seven, until, with one more flash...

They landed on an endless, windswept plain. Green grass stretched out as far as the eye could see.

"Wh-what's this?" asked Fluttershy.

"I don't know." replied Twilight, her voice shaking with fear. Soon, however, there came great, thundering footsteps from behind. Gyvon and the rest turned to see a large figure, larger even than Nemesis Prime, stepping towards them. The seven friends backed up, unsure of the being's intentions.

"Fear not." rumbled the being. "I have been watching you all for some time now."

"Yeah!? Well, just who are you anyways?" asked Rainbow Dash.

"A fair Question, Rainbow Dash. You may call me Primus."

Gyvon gasped at the being. Optimus had told him of the Legend of Primus, the one who created Cybertron, but had discarded it as a mere legend.

"You, all of you, have faced Gods and Demons. And now you face one that would destroy all of Equestria."

"But we can't do anything while here in this... whatever this is!" said Applejack.

"You have been brought here for a reason. As you stand right now, none of you can cleanse Nova Prime of the Darkness tainting his very being."

"Then... what are we supposed to do?" asked Gyvon.

"You, Bearers of the Elements, must lend your strength to your friend." said Primus. "But first..."

There was another flash of light, and hovering before Gyvon was a seven-pointed crown, each point topped with a gem of a different color of the rainbow.

"You, John Kelley, have a choice to make. Take up the Element of Sacrifice, and with the aid of the other Elements, you will have the power to cleanse the Darkness from Nova Prime. However, there is a cost."

"What is it?" asked Gyvon.

"You have family on Earth still. Should you take up the Element, they will forget you. It will be as if you never existed to them. You will never truly be able to return home ever again." replied Primus. "The choice is yours."

Gyvon turned and looked at his friends. Their expressions a mixture of sadness and hope. "It's not my home." he said with a sigh, picking up the crown. "It hasn't been for a long time." He placed the crown on his head, and was surrounded by a bright light.

"Then arise, Gyvon Prime!"

Chapter 16: Changes

Chapter 16: Changes

Chapter 16

Changes

LOCATION: Canterlot Palace Infirmary
TIME: Mid-Morning

"Well, you're getting better at least, John." said Twilight as the marble clattered down on the table and bounced off a glass of water.

"I know." replied Gyvon, strain showing in his voice. "It's just frustrating. A few days ago I was flinging boulders around like it was nothing. Now I can barely lift a pebble."

"Yeah, but you had a power boost when that happened." said Twilight. "Just be glad you can still do magic at all."

"Speaking of 'power boosts', what happened to the Elements?" asked Gyvon. "I don't mind that the Princess took mine, but that's my 'Matrix of Leadership'. I'd like to know what happened to it."

"They're locked up in the Vault." replied Twilight, taking a sip of water. "Only the Princesses have access to them now." She set her glass down and pushed a marble across the table. "Now, let's try this again."

Grumbling, Gyvon began to concentrate. Soon, a green aura formed around the marble and it floated in the air.

"Good. Now, hold it there for a few minutes." said Twilight. Gyvon struggled to keep his concentration. However, it was broken by a groaning from the other side of the room. As the marble dropped once more, both Twilight and Gyvon turned to see Princess Luna stirring. Slowly, the light-blue Alicorn's eyes opened for the first time since the Battle of Canterlot.

"Princess!" exclaimed Twilight as she rushed over to her bedside.

"Twilight... John...." she said, weakly. "How long have I been asleep."

"A few days." replied Twilight. "We've been worried sick about you."

"And... my sister, where is she?"

"Asleep, I hope." said Gyvon, having just joined them. "She's been running herself ragged these past few days. Although, it still took three Marines to drag her out of here earlier."

"Marines?" asked Luna.

As if in response, the door opened, and in stepped two Marines carrying a third on a stretcher, followed by the Royal Physician and another human, the Corpsman who had first treated Princess Luna.

"Ah, Princess Luna, you're awake." said the Physician, having caught sight of her. He turned to speak with the human next to him. "My apologies, Mr. Jones, but I must attend to the Princess. It shouldn't take too long." The Corpsman nodded and stepped over to where the injured Marine was placed, a few beds across from the Princess."

"And you can put that idiot anywhere." called the Physician to the doorway, where another Marine, this one carrying an unconscious Unicorn stallion over his shoulder, appeared.

"PRINCE BLUEBLOOD!" exclaimed Twilight. The Sergeant carrying him set him down on another empty bed, receiving a piercing glare from Gyvon.

"Alright, what happened?" he asked.

"Corporal Johnson and I were on patrol near Princess Celestia's room." he replied. "We saw this guy trying to force his way in, but the Guards stationed outside were having none of it. We stopped to ask what the problem was when..."

"That prick tossed me into a fucking statue!" interrupted Corporal Johnson, wincing in pain as the Corpsman examined his legs. "I think both my legs are broken!"

"Exactly." continued the Sergeant. "After that, one of the Guards tackled the idiot and I hit him over the head with my rifle."

"You should've shot him." said a voice. Looking for the source, Gyvon saw General Icewing step into the room. "That would've done wonders for his attitude." He then noticed that Princess Luna was awake. He stuttered in embarrassment while the Princess tried unsuccessfully to suppress her laughter.

"Well, Princess..." said the Physician after pulling the IV out, "It looks to me that you're back to good health, although I'd take it easy for the next few days if I were you."

"Thank you, doctor." replied Luna, who stood up on the bed and stretched. "However, if you don't mind, I'd like to take a walk and stretch my legs." She stood up, stretched, and jumped off the bed, landing shakily on her feet. As she made for the door, Gyvon grabbed her crown off a nearby table, placed it on her head, and followed closely behind with Twilight on his heels.

"So, John..." said Luna as they got out of earshot. "Why are human soldiers patrolling the Palace?"

"There have been a few... problems since the battle, Princess." he replied. "Many guards were killed in battle against the Predacons, and even more when Nemesis Prime joined in."

"Still, we should've been able to call up other Guards from reserve units." Luna retorted.

Gyvon shook his head. "That's where the other problems come in." he said with a sigh. "We've gotten word that the Griffon's are mobilizing troops. Princess Celestia's worried that they might try to annex Equestria's northern provinces by force. All reserve Guards have been sent to Stalliongrad, just to let the Griffon's know we've got our eye on them.

"Also, there's still the Decepticon threat." interjected Twilight, to which Gyvon nodded in agreement.

"Try as we might, we can't find hide nor hair of Galvatron, or any of the Predacons. As such, your sister requested assistance from the United States, and we agreed to help."

"I see." replied Luna, understanding dawning on her as the group continued their leisurely stroll.

LOCATION: NEST Temporary Command Center, Canterlot Palace.
TIME: Mid-Morning

"Any word on the treaty, Sir?" asked General Lennox. He was video-conferencing through a miniaturized Space Bridge to Washington. It allowed instantaneous communication between the two worlds without drawing the amounts of energy a full-sized bridge required

"Good news, actually." replied the President. "Congress has decided, for once, not to be a major pain in the ass. They've agreed to Princess Celestia's terms with only a few minor additions. They're ready to put it to a vote once we get the fine details hammered out. Are the Princesses alright?"

"Should be, sir. Celestia just needs some rest, and the doctor says that Luna should be up and about soon."

"Very well. I'm sending over a copy of the treaty. Keep me posted." With that, the President signed off on his end.

Not having anything better to do at the moment, Lennox picked up a radio and switched it to Gyvon's personal frequency. "Status report, John."

"Princess Luna's up and about, General." replied Gyvon after a moment. "We're just taking a stroll around the Palace. Any idea where Optimus is?"

"Big Man should be out in the courtyard. Can't miss him. I'll meet you there." He signed off the radio, turned to a nearby computer, and saw that the President had actually sent over two files. The first was the revised American-Equestrian treaty, which had Congress's suggested changes clearly marked. He printed out a copy, intending to show it to Princess Luna when they met.

As the printer worked, Lennox opened up the other file, and grimaced when he read it's contents. John is not gonna like this.

LOCATION: Canterlot Palace Courtyard
TIME: Late-Morning

"Hello, Princess." rumbled Optimus, kneeling down to get as close to her level as possible. "It is an honor to finally meet you."

"Oh no, the honor is mine." replied Luna. "I must thank you for coming to our rescue. I do not know what would have happened if it were not for your intervention."

"It is best that we never had to find out." he said, before turning to Gyvon. "John, I need to have a word with you. In private." He then transformed into his truck mode, startling both Luna and Twilight, who had not seen the process in such detail before.

"Alright, but make it fast" Gyvon replied as he approached the passenger-side door. In one motion, he opened the door and climbed inside.

"So, what do you need, boss?" he asked as he closed the door.

"I must return to Earth soon." Optimus replied. "The Treaty is progressing smoothly, and I feel that there should be an agreement before the week is out. That said, I need someone to lead the Autobot detachment here."

Gyvon sighed, realizing what Optimus wanted. "And you want me to do it." Looking out the window, he saw that General Lennox had arrived and was speaking with Luna.

"You are known to the local inhabitants, and are on friendly terms with their rulers." replied Optimus. "You are the best suited for the job."

Gyvon thought about Optimus' proposition for a moment. In a way, it was exactly what he wanted. It would mean staying in Equestria, a place he felt at peace. But, he had doubts on his ability to lead.

"Are you sure I'm the best choice, Optimus? I'm just a foot-soldier. I don't think I can do the job well enough." he finally said.

"You are not just a soldier, John." Optimus replied. "You are a Prime, chosen by Primus himself. I can think of none better suited. Besides, you did well enough as a general in the Royal Guards."

Gyvon sighed and bowed his head. Optimus was right, as usual. "Alright, boss. I'll take the job." He looked back up and out the window, and noticed Lennox seemed to be waiting patiently for him to finish his conversation. Not wasting any more time, Gyvon opened the door, jumped out, and walked up to the General.

"There a problem, sir?" he asked.

"Other than my Marine with two broken legs, no." Lennox replied. "Congress is railroading the treaty through, and if Celestia approves their changes, we should have a formal agreement by the end of the week."

"I believe my sister will agree, General." Luna interjected. "Their modifications were more than fair."

"Which brings us to another issue." said Lennox. "One of Congress' mandates is that Equestria becomes public knowledge. We have the Media on their way to Diego Garcia for a press conference. CNN, Fox, Sky News, Al Jazeera, the usual suspects."

"Ah, I see." replied Gyvon. "Who's the poor schlub that's gonna break the news?"

"The same man who made first contact, Lieutenant."

Gyvon took a moment to process what General Lennox had told him, before cursing under his breath.

LOCATION: Decepticon Mountain Base
TIME: Noon.

It had taken the Predacons days to return to their base. The few that managed to make it through the tunnels were back on the day of the battle, while the others had to take various overland routes. When all of the survivors of the battle had returned, one called for an assembly.

"This endeavor has been nothing but a disaster." he said. "Galvatron promised us an easy victory, but has he delivered? No, many of our comrades now lie dead on the field of battle."

"So what would you have us do?" asked one of the Predacons. "Would you have us strike out on our own?"

"Since Galvatron has abandoned us, that is all we can do. Join with me, and I will lead the Predacons to glory!"

"And why should you be the leader?" asked another Predacon. "I, Terrorsaur, am far better suited than you are."

The one who called the meeting simply blasted Terrorsaur, vaporizing him instantly. "Any further objections? No? I thought not."

Another Predacon stepped forward, and bowed. "I live to serve, my lord."

The new Predacon leader smirked. "That has a nice ring to it. Lord Megatron. Yessss."

Epilogue: Breaking News

Epilogue: Breaking News

Breaking News

LOCATION: Diego Garcia
TIME: 1445 Zulu

Gyvon was almost ready for the press conference. His Dress White uniform was as crisp and clean as the day he was issued it. To his right, Twilight was getting ready for the big event as well. She was a last minute addition that Princess Celestia insisted on, despite Gyvon's objections. He had spent the better part of the past day coaching Twilight on how to deal with the Press.

"Alright, let's go over this again." he said.

"Don't speak unless spoken to directly." Twilight reiterated for what seemed like the thousandth time. "Answer questions as simply as I can, giving yes or no answers when possible. Do not volunteer too much information about my personal life. Do NOT mention anything on the 'classified list'." She then looked up at Gyvon. "Why are you so worried?"

"Twilight, the media scares the crap out of me." Gyvon said. "I'd rather go up against Galvatron solo, while I was still fully human, than speak to a reporter." As he was talking, he put the finishing touches on his "Salad Bar" of medals. "They can take the most benign statement, and twist it to make anyone look like a monster if you're not careful."

"Why would they do that?" asked Twilight.

"To sell papers." he replied.

"Ah, don't listen to him, Twi." said General Lennox, having just joined them wearing civilian clothes. "The media's not all bad. Special Forces types like John just have an intrinsic distrust of reporters." He then turned to Gyvon with a serious look on his face. "However, it's not always unfounded. You are gonna be ambushed out there."

"I figured as much, Bill. Anything specific?"

"Your file got leaked." Lennox replied, causing Gyvon's eyes to widen in shock.

"When?"

"Last night. I just found out about it and came to warn you." he replied.

"What do they know?" asked Gyvon.

"Everything but your real name, date of birth, and Social Security number. All references of your real identity have been wiped clean by some outside force."

Gyvon just sighed. His bad day had just gotten worse. "Damage control?"

"Nothing today." replied Lennox. "If they ask, tell them that this conference only concerns Equestria. Any further inquiries about your 'condition' will have to wait until a later date. Next week most likely."

Gyvon then looked at his watch. It showed 1455 Zulu. The Press conference would be starting in five minutes. "Let's get this over with."

"Any questions?" asked Gyvon to the assembled reporters, having just finished briefing them and, by extension, everyone on Earth with a TV about Equestria. The silence in the room was deafening. He suspected that the only reason that the entire room of reporters didn't simultaneously yell 'BULLSHIT' is the fact that Twilight was sitting next to him in full view.

Finally, the representative from CNN stood up and raised her hand like she was in school. "Is this some kind of joke?" she asked. With that, the floodgates opened and all of the assembled reporters began talking at once, trying to shout over their colleagues.

"That went well." said Gyvon as he left the stage, followed closely by an agitated Twilight.

"Are you SERIOUS?" she asked. "That was the worst experience I have ever been through! Did that one lady seriously imply that we were..e"

"Yes she did, Twi." Gyvon replied. "Still, could've been worse."

"How the hell could that have been worse?"

"They could've outright said it, Miss Sparkle." said someone.

Turning to see who had joined them, Gyvon immediately snapped to attention. "Mr. President!"

"At ease, son." he said. "God, I wish my press conferences were that easy. At least they didn't harp on the fact that you're an Autobot too much."

"Speaking of, any idea what the official explanation's gonna be, sir?" asked Gyvon.

"The truth." replied the President. "It's simpler that way. Now, If you'll excuse me, I have a meeting with Princess Celestia. Anything I should know about her, Lieutenant?"

"Just speak to her like any other Head of State." said Gyvon. "She prefers it that way. Also, tell your detail not to shoot the pink one. She's harmless."

"Will do." replied the President with a chuckle.

Sequel: Queen of the Predacons

Sequel: Queen of the Predacons

The (not very) long awaited sequel to "Stranger in a Strange Land"; "Queen of the Predacons", is up for your viewing pleasure. Below is an excerpt from the first chapter

Chapter 1

Fateful Meeting

Needless to say, the Queen of the Changelings was furious. Her perfect plan was in ruins, all because of Twilight Sparkle. If not for that meddlesome Unicorn, Shining Armor and all of Equestria would be hers, and ripe for her minions to feed. But now she was lost in some light-forsaken forest, with only a small cadre of her Changelings accompanying her. The rest were either scattered to the four winds or, if they were unlucky enough to be indoors, squashed against the Canterlot architecture.

Suddenly, the sky gave off a loud rumble and an arc of lightning flashed overhead, signalling an oncoming storm. She hastily turned to one of her nearby minions. "You. Fly up and see if there is shelter nearby." she ordered. Bowing, the Changeling flew up to scout around. It returned within less than a minute.

"My queen..." it hissed. "A few miles to the west is a mountain. Along it's side is a cave that should be suitable for your needs."

Chrysalis couldn't help but smile. "Good work, my loyal subject. Let us make haste. The sooner we find rest, the sooner we can regroup with the others."

It took longer than expected to make it to the cave. There path through the forest was confusing, and at times Chrysalis feared they were lost. She dared not risk flying to the mountain, lest some wayward Pegasus spot her and rush off to warn Celestia. By the time they climbed the mountain path, the skies broke and rain began pouring down, drenching the Changelings and their Queen to the bone.

"You did well, my subject." said Chrysalis. The addressed Changeling bowed, and flashed a smile.

"Your Highness." said another. The Queen indicated for him to continue. "This cave is massive, unlike any I have ever seen before. I fear that this may be the den of a Dragon."

Chrysalis snorted. "It is of no consequence. As long as it's not a Black Dragon, we should be fine as long as we do not threaten its horde."

"And if it is a Black Dragon?" asked another of her subjects.

"Then we're already dead, and just don't know it yet." she replied.

With that thought, the Changeling Queen and her cadre marched deeper into the cave. They came across an opened doorway in the wall. She sent one of her underlings to scout it out, who immediately reported that it was empty, possibly a store room. That's strange. Dragons don't build storage spaces into their caves, she thought. Leaving that mystery behind, the group headed further down the tunnel, coming across a large, stadium-like cavern. Along the far wall were several other passageways. Some as massive as the entrance, others sized seemingly for something the size of an Alicorn. What set the chamber apart from the rest of the cave were the strange panels along the perimeter wall and a large dais in the center.

"These look like computers." said one of the Changelings, a female. "I once fed off a Unicorn that had a similar set up in his basement, though these seems far more advanced."

The Queen turned to consider the one who spoke up. "What is your name, subject?" she asked.

"Cara, your Highness." she replied

"Well, Cara..." said the Queen, her curiosity growing by the minute. "What do you believe these... computers were used for?"

Cara walked further into the room, cautiously, and examined one of the panels. "I don't know, my Queen. This... display is in a language I can't read." She then pressed a button below the display, and an ear-piercing klaxon sounded.

Chrysalis hissed in anger, but before she could berate the Changeling, she heard loud footsteps running towards the chamber from further in the caves. She turned to flee, but was stopped as a great portcullis slammed shut in the doorway.

"Damn it!" she cursed. "We'll have to fight our way out it seems." She adopted an aggressive stance and flared her wings, while her minions did the same. They were ready to face whatever the caverns threw at them.

From out of the distant caverns, strange bi-pedal creatures marched out and formed ranks at the far end of the chamber. They appeared to be mechanical in nature, though Chrysalis could see that they had organic components as well, such as skin and hair.

"Predacons!" hissed Cara.

To read the rest of chapter 1, follow this handy-dandy link!

Voice Among the Stars

Our world of Cybertron is dead, and it is we, her children, that have killed her. However, fate has chosen to give us another world to call home. It is now up to us to protect our adopted planet from the Decepticons who would lay waste to it and it's inhabitants in their lust for power.

Fate, it seems, has also deemed us worthy of another world, one rich in the very resource that we require to live. This world, inhabited by a race of intelligent equines, has trusted us, thanks in no small part to one who was not born a Cybertronian, but has been cruelly transformed into one. He has been forced to turn away from his home and loved ones, but now he has found his place in the universe. The inhabitants of this new world have accepted him as one of their own. Now he has dedicated his very being to their protection, and is willing to sacrifice everything that he was to do so. We could all learn a lesson from his story.

My name is Optimus Prime, and I send this message to any remaining Autobots among the stars. It is time to come home.

And that is it, folks, we are done. I'd like to thank everybody for joining in on this wild ride, and would invite you all to check out my other story, Burn Notice: The Equestrian Files, and to keep an eye open for other stories I may or may not get to (with a Halo crossover in the pipe.)

Intermission: Dark Schemes

Intermission: Dark Schemes

Intermission

Dark Schemes

LOCATION: Dragon's Lair
TIME: Early Afternoon

In the mountains to the northwest of Ponyville, stood Galvatron. He stood on the very doorstep of the black dragon's lair, the perfect vantage point to watch the battle below, and what he saw gave him pause. "So, at least one of the Autobot's managed to follow me." stated the Decepticon leader. Another walked over to Galvatron. "My Lord, will this hinder the mission?" he asked. Galvatron shook his head. "No, Cyclonus, it will not affect the mission. At least not in any significant manner."

As the pegasi appeared on the horizon, Galvatron turned away from the scene, Cyclonus close on his heels. As they approached the lair's entrance, Cyclonus offhandedly said "Good thing that creature was preoccupied when we showed up." Galvatron nodded, "Indeed." They approached another of the Decepticons, this one busy scanning the dragon's horde. "Report, Thundercracker. Have you confirmed my suspicions?" Thundercracker looked up as his leader approached. "Lord Galvatron, this world is saturated with energon." as he spoke, he held up a handful of gems. "It's all locked up in natural gemstone deposits, but they appear to be common enough." To drive the point home, Thundercracker dug into the living stone walls of the cave, and pulled out yet another handful of gems.

"Very good." he said, and turned to his lieutenant. "Signal the others. We move the new army in as soon as possible." said Galvatron. Cyclonus saluted and headed back out. Unwavering loyalty, such a rare quality for a Decepticon, thought Galvatron. When he was gone from view, Galvatron headed deeper into the cavern, with Thundercracker following close behind. "My Lord, do we really need those... abominations?" asked Thundercracker. In response, Galvatron backhanded him, knocking him to the ground. He loathed the sniveling worm. He reminded Galvatron too much of the treacherous Starscream. At least Starscream had something resembling a spine he mused.

"You dare question MY plans?" demanded Galvatron. Thundercracker quickly got to his knees. "No, Lord Galvatron, I do not!" he pleaded. "It's just, the inhabitants of this world are as insects to us. We could easily crush them beneath our heels without your... creations." Galvatron shook his head. "You were not on Earth, so I will forgive your ignorance this time." he said with a growl. "They are insects, yes, but if I learned anything from Earth, it's that insects can sting." As Thundercracker got back to his feet, Galvatron turned away and headed even further into the cavern. This would make a fine base, he thought to himself as he surveyed the many splits and turns in the natural cave formation.

Galvatron had lied to Optimus. The notes destroyed on the Mars base were not the only copies. No, Galvatron had managed to memorize their contents. While the initial experiment was a catastrophic failure, it did set the groundwork for another project.

The Earth Campaign had cost him dearly. Many of his soldiers were either dead or had defected, leaving only a handful of loyal troops and dwindling resources. But he also still had the hatchlings, and with what he had learned on Mars, an army was created. An army that merged machine and flesh in harmony. Each of Galvatron's new soldier would require only a tenth of the resources his Decepticons needed.

And his army would be arriving soon. His Predacon army "This has been a fine start to a new era, yeeeeess."

Chapter 15: One Shall Rise, One Shall Fall

Chapter 15: One Shall Rise, One Shall Fall

Chapter 15

One Shall Rise, One Shall Fall

LOCATION: Canterlot
TIME: Late Morning

General Lennox groaned as he recovered from the blow. Like the rest of the troops, he had been knocked back by a wall of shadows. He saw his Marines and the Ponies recovering as well, though many were killed when they impacted the ground.

"What happened?" asked General Icewing as he recovered.

General Firebolt had recovered quicker, and was pointing at the Element bearers. "The Elements of Harmony! They failed!"

As he finished that sentence, the six mares seemingly dissolved into a multicolored beams of light, and flowed into the ball of shadow where Gyvon had intercepted Nemesis Prime's attack, where a large blot of darkness remained.

"No they haven't." came a voice. General Lennox turned and was awestruck to see Princess Celestia, still wearing her golden armor, standing before him. Gyvon had sent an image of her with his S.O.S., but it did not do the Sun Princess' beauty justice.

Moments later, a disembodied voice sounded off. This one deep, ancient, powerful.

"ARISE, GYVON PRIME!"

In a burst of light, the dark blot dissipated, and floating in midair was Gyvon, though his form had changed. His two forward-swept wings had split into six, smaller wings; his thrusters had migrated to his feet, which had been replaced with fire-red hooves. The helmet on his head had been replaced by a seven pointed crown. Long, wire-like hair covered the rest of his scalp. An aura of white light surrounded him as well.

(A/N) I'd switch from light to dark now. It'll make reading the next part a little easier.

For Gyvon, time seemed to slow to a crawl, as there was yet another change that was not evident to anyone else, the presence of six of his friends inside his mind.

'Woah! This is weird.' said Applejack.

'But totally AWESOME!' replied Rainbow Dash.

'Why am I glowing?' asked Gyvon.

'It's the same "glow" that surrounds us when we use the Elements of Harmony.' replied Twilight. 'My best guess is that your body absorbed their power when they were used last.'

'Ooh, what's in this folder? What's '80s hair metal? Who the heck is Stan Bush? asked Pinkie Pie.

'Pinkie! Leave John's personal stuff alone! We're invading his privacy enough as it is.' retorted Rarity.

'Focus, girls. We need a plan?'

'Why not just hit that thing with the power of the Elements?' asked Applejack.

'Won't work. We used them up when we hit John with them.'

'How do you know that?' asked Fluttershy.

'It's how the Elements work. They impart knowledge on their use to the bearers. We still need to defeat Nemesis, though. Any ideas?'

'Why not do it the old fashioned way?'

Time began to speed up from their perspective, and Gyvon launched himself at Nemesis Prime. Flying faster than he had ever flown before, with a rainbow-colored wake, he lashed out at the Cybertronian, connecting with a flying roundhouse kick to the head, the metal pitting where it met jet exhaust. Caught by surprise, Nemesis was knocked off balance and fell face first. Gyvon could practically see the jaws dropping on the ponies in his head.

'Oh my Celestia! When did you get so fast?'

'I'm drawing on your speed here, Dash.'

'Yeah, weren't you paying attention Rainbow?'

Gyvon visualized Rainbow Dash sticking her tongue out at the farmpony, but he had other concerns. Nemesis Prime had recovered swiftly, and growled menacingly at him.

"You insignificant little insect!" he roared as he stood up to his full height. "You may be a Prime, but you are still weaker than me" As he finished, Nemesis Prime dissipated into a dark mist and dissolved into the ground.

'Is... is he running away?'

Gyvon scanned the area, looking for a sign of what the Cybertronian planned. He knew that the battle was far from over. It wasn't long until Pinkie Pie began screaming inside his mind

'DODGE LEFT!!!'

Gyvon did as Pinkie suggested, narrowly dodging a chunk of rock that came at him from behind. He turned around to see entire chunks of the mountainside calving off. One hovered for a moment before flying off in his direction. Gyvon dodged that one as well, only to be intercepted by another chunk. He closed his eyes and brought his arms up to cover his head.

A notion came over Gyvon, something he'd read in a book weeks ago. He imagined the large stone to stop, and tried to will it to happen. When the rock failed to impact, Gyvon opened his eyes, and saw the stone floating in midair, surrounded by a green aura.

'That wasn't me!'

'Nor I!'

"I think that was me, girls." replied Gyvon, disbelief clearly showing through his voice. In his heads-up display, he could see a gem and star floating in the corner. "Though I think you helped."

'OOH! OOH! You can do magic? That is so cool! Are you a wizard?'

Any further mental discussion was interrupted by even more rocks being launched at Gyvon. He used the one that he had magically stopped to block one of the offending stones, dodged another, and telekinetically deflected another. But even more stones were breaking free of the mountain, more than he could possibly avoid. It took Gyvon a moment to formulate a new plan.

"Screw this!" he yelled and jetted straight up as fast as he could. He stopped and turned when his altimeter read 300 feet. He was out of range of anymore thrown boulders, and Nemesis Prime soon showed himself, appearing in the middle of the new boulder field.

"You think you can run from me?" he roared. Flaring his wings, Nemesis Prime took flight after Gyvon, not noticing the smirk on his prey's face as he fled.

"Filthy insect!" sneered Galvatron as he re-attached his leg. "To think that I made a Prime. ME! Oh the irony is thicker than asphalt."

Galvatron slowly stood up, noting that he was not the only one to recover. Optimus was standing as well, and clutching his axe menacingly. Sideswipe was still recovering, but would still be a problem. What drew his attention, however, was Celestia hovering next to Optimus, murder in her eyes.

Seeing no way to survive another fight, Galvatron chuckled darkly. "Starscream was right." he said. "Cowards do survive." With that statement, he transformed into his jet mode, and flew off away from Canterlot. His battle was over.

'So, do you have a plan here?' asked Rainbow Dash as they flew higher.

'Of course. Once we hit the lower Stratosphere, we stall.'

'Are you INSANE? exclaimed Twilight. 'That thing will clobber us for sure if he catches us!

'He won't have a chance to. However, this may hurt a bit.' replied Gyvon as he extended a blade from his left arm and the fusion cannon, which now had two barrels, from his right.

The number on his altimeter continued to increase. When it read 20km, he back-flipped and stared down Nemesis Prime less than a hundred feet below. Sudden realization dawned on the Cybertronian as Gyvon's blade flashed out. Unable to stop in time, Nemesis Roared out in pain as the blade raked down his chest, leaving a deep scar.

As he fell below the Cybertronian, Gyvon spun around and aimed his fusion cannon at Nemesis Prime. Gritting his teeth, Gyvon fired. The twin barrels of the cannon spat out two blasts of pure energy, hitting their target square on the back. Gyvon brought his freefall to a halt as Nemesis tumbled downwards. He took a moment to re-set his shoulder only to realize that the joint was still firmly in it's socket.

"Well, that's a pleasant surprise."

'What now?'

"Gotta time this just right."

He waited until Nemesis Prime had fallen a good ways before transforming into SU-47 mode and diving full speed at the falling monster.

'Oh, this is gonna be so AWESOME!' squealed Dash as she realized exactly what Gyvon was planning to do.

His speed increased rapidly, passing Mach 2 in moments. Nemesis Prime grew in his vision as they closed the distance at Mach 4. At Mach 5, Gyvon transformed back into his combat mode and slammed into Nemesis Prime as a Sonic Rainboom filled the sky. At that speed, Gyvon barreled through Nemesis Prime cleanly, leaving a large hole in his chest.

The ground approached quickly as he flew downwards, turning at the last minute to avoid cratering the field below. He stopped and landed the Outer Wall and waited for his foe.

'Do...do you think that did it? asked Fluttershy.

'Are you kidding me? We hit him with everything we have, and threw in a Sonic Rainboom for good measure! There's no way he's getting up!!'

To put the lie to Dash's words, the wall under Gyvon exploded, flinging him into the air. Before he could regain control, Gyvon felt a clawed hand grasp him and slam him into the ground. He stared up to see Nemesis Prime's battered form glaring down at him, one hand wrapped around his crystalline sword.

"YOU MISERABLE INSECT!" yelled Nemesis. "You will pay dearly for defying me!" He raised his sword, ready to pierce the foul being that dared to stand up to him.

Nemesis Prime was interrupted, however, by the timely appearance of a pair of A-10 Warthogs from the 'Bridge. With a mighty roar, they unleashed 30mm depleted uranium shells at the great beast. Unable to withstand the sudden onslaught, he staggered backwards, losing his grip on Gyvon and dropping his blade.

The Warthogs were soon joined by mortar shells falling around Nemesis Prime and Optimus launching a blast from his Ion Cannon, followed by Princess Celestia unleashing a ray of pure sunlight from her horn. This managed to knock Nemesis Prime back away from the crater, giving Gyvon a chance to recover.

"That hurt." he grunted as he crawled out of the hole. He was badly damaged, but his self-repair systems were working in overdrive. A butterfly in the corner of his HUD indicated that Fluttershy was somehow coaxing it to work harder.

As he reached the edge, he felt someone grab him by the arm and lift him up.

"C'mon..." said Dinobot as he pulled Gyvon to his feet. "This battle is almost won!"

Gyvon looked around to see Marines and Unicorn Guards swarming the battlefield. They opened fire when they got within range, unleashing bullets, rockets, and arcane fire upon Nemesis Prime, joining the Autobots in the battle. The Warthogs again fired their GAU-8 Avengers, further devastating their target.

"Lead the way." said Gyvon as he and Dinobot ran for the battle, opening fire themselves.

"NO!" roared Nemesis Prime as he staggered under the unyielding onslaught. "MASTER! WHY HAVE YOU FORSAKEN ME?"

Soon, having taken all the abuse his body could handle, Nemesis Prime fell. With a resounding thud, his body collapsed into the ground. His assailants ceased firing on him and approached slowly, cautiously. They all jumped back when Nemesis Prime spoke once again.

"Free." he said, his voice sounding like a great sigh of relief. "At long last, at the end, I am free." He continued to stare at the late-morning sun, until he spoke for the final time. "The light. It is... beautiful." With that, the ancient Cybertronian's body sagged, and crumbled into dust. Princess Celestia's horn glowed momentarily as she summoned a wind to scatter the dust.

'Looks like we're done here, girls.' said Twilight. Soon, Gyvon felt her presence leave his mind, along with Applejack, Dash, Rarity, and Fluttershy.

'Aww. But I still don't know who Stan Bush is.'

'I'll tell you later, Pinkie.'

'Okie Dokie Lokie'

Six streams of multi colored light flowed from Gyvon's body, coalescing nearby into the six ponies who previously shared his mind.

"Okay..." said Lennox, who had joined them. "That's gotta be the third or fourth weirdest thing that's happened since I got here."

Gyvon snorted. "Spend a day with Pinkie. This won't even crack the top twenty." He left the dumbstruck general and approached the Princess, who had dismissed her golden armor.

"Too many have suffered today, Human and Pony alike." she said with a sigh. "But it's over."

"Not yet." rumbled Optimus. "Galvatron has fled. He will be back one day."

"But not for a while." replied Gyvon. "He'll be licking his wounds for some time. We'll have time to rebuild and prepare."

"And there is much that needs to be done." said Celestia. "But for now, I must go to my sister." She turned to Gyvon, wearing a soft smile on her face. "Would you join me?"

"Of course."

LOCATION: Canterlot Palace Infirmary
TIME: Noon.

The Navy corpsman had finally managed to get an IV run for Princess Luna when the door opened.

"How is she?"

"How the fuck should I know?" he said without looking. "I'm a doctor, not a vet!" When he turned around, his jaw drop as he saw who had entered the room. "Er... no offense."

Princess Celestia giggled at the display, while General Icewing bristled at the insult and Gyvon face-palmed.

"Just... give us your best guess, Corpsman." said Gyvon. "This time without putting your foot in your mouth.

'Right, sorry. As far as I can tell, she's just exhausted. I don't know how long she'll be asleep, so I've got an IV set up to keep her hydrated. I would like a second opinion, though."

"Thank you" replied Celestia before turning to the General. "Could you please find the Royal Physician? He couldn't have gone too far." When Icewing bowed and flew off, she returned her attention to the two humans. "Would you two give us a moment alone?" the Corpsman saluted the Princess before leaving the room, followed closely by Gyvon, who closed the door as he left.

Finally alone, Princess Celestia stood over her sister. She bent over and placed a kiss on her forehead, and whispered. "It's over, Luna. At long last, you are truly free."

Prologue

PROLOGUE

LOCATION: Equestria. Ponyville Day Spa
TIME: Early afternoon

“Ah, this is wonderful”, sighed Twilight Sparkle, slipping her purple main under the water of the pool. “Thank you again for treating us to this, Rarity.”

“Oh, think nothing of it, dear,” replied the whit unicorn, who was having a mud mask applied to her face. “Hoity Toity paid a small fortune for his latest order, and I simply must repay my friends for introducing me to him.” She turned to the pink mare, who had just finished applying the mask, “Make sure the cucumbers slices are fresh, Aloe.” Nodding vigorously, Aloe replied “Of course, Ms. Rarity,” and ran off to retrieve them.

“Man, I am gonna be so loose for the big race tomorrow,” exclaimed Rainbow Dash, the blue Pegasus getting a massage from a blue mare. “Too bad Applejack and Fluttershy couldn’t make it.”

“Speaking of which, why aren’t Applejack and Fluttershy here as well,” asked Twilight Sparkle. Just then, a pink earth pony mare with perpetually frizzy hair jumped out of the spa next to Twilight, scaring her half to death. “It’s obvious, silly”, replied Pinkie Pie. “Angel Bunny has a fever, so Fluttershy had to stay home to nurse him back to health. Sweet Apple Acres is providing refreshments for the spectators for the Fruitcake 500 tomorrow, and Applejack is helping set up the food stands. And Sugarcube Corner is baking the two dozen fruitcakes for the winner of tomorrows race”, said Pinkie Pie. “Then, why are you here and not baking cakes?” inquired Rarity.

With a gasp, Pinkie exclaimed “Oh no! I forgot! I’ve still gotta bake the cakes! I can’t stay here and relax! Those cakes won’t bake themse-WOAH! Pinke senses tingling.”

“What is it?” asked Twilight, a look of concern on her face. “Hold on”, said Pinkie Pie, “Ear-flop… eye-flutter… knee-twitch… twitchy-tail… Ffuullll boddyyy sshhiivveerr… Huh, never got that combo before. Oh well! Lalalalalalala” and she merrily skipped out as if nothing happened.

Rarity had a look of absolute bewilderment on her face “What could that possibly have meant?” she said. “I don’t know”, replied Twilight, a horrified look on her face. “Individually, each part meant ‘watch out for opening doors’, ‘something’s going to fall out of the sky’, and ‘a doozy’s going to happen’, but I have no idea what they mean together!” Rainbow Dash looked up from her massage “Maybe it means that a doozy’s going to fall out of the sky from an open door.” Twilight turned to her blue friend. “That’s… as good a guess as any. What should we do?” Rarity walked over to the pool, and patted twilight reassuringly on the back. “Best not to worry about it too much right now. Just keep an eye up on your way home.”

“And don’t walk under any doors.” said Rainbow Dash, not even bothering to hide the sarcasm in her voice.

Twilight sighed, looked at rarity, and smiled. “You’re right. I should just enjoy the rest of the afternoon. I’ll worry about Pinkie Sense later.” And with that, Twilight closed her eyes, determined to relax for the rest of the afternoon. But try as she might, Twilight couldn’t shake the niggling feeling that something big was going to happen, and that, whatever it was, it would mean changes for not just all of Equestria, but for the entire world as a whole.

LOCATION: Unknown Ship. Sol System. Just inside the Kuiper Belt.

There were six standing before him. Six lowly beings not fit to kiss the ground he walked on, let alone to stand before his noble presence. And yet they stood. Tall, proud, unafraid, weapons at the ready, before his very presence, sitting on his mighty throne. These traitors deemed themselves better than he. Those who had betrayed their own world. Traitors of Cybertron.

“So, Prime, you have finally found me. Cornered in my own lair as it were. What a grand sport this is” said the being on the throne, a slight chuckle to his voice. “It’s over, Megatron. It is time that you answer for your crimes.” Said Optimus Prime, the leader of the traitorous Autobots.

“Bah,” replied the being, “It’s Galvatron, Prime. Megatron. That name has no meaning to me anymore. Not since you killed me in that miserable city. What was it called again?” asked Galvatron. “Chicago,” came the reply. Not from Optimus or Bumblebee or any of the other Autobots, but from another. One who had escaped Galvatron’s notice. Small was this creature, not even reaching Optimus Prime’s knee, with pale skin, and wearing the uniform of a NEST soldier.

“A human? How is this possible? The atmosphere of this ship is poisonous to their kind. Unless…” Galvatron leaned forward, getting a closer look at the human. “Ah, the Experiment! I recognize you now. It seems my gift to you has some advantages, don’t you think?” The only reply he received was a low, bestial growl. “A shame that my notes were all destroyed in the ensuing raid.”

“You may have changed your name, but you shall never escape justice for the crimes you have committed”, declared Optimus. Galvatron chuckled at this. “My crimes?” he asked, “And what, may I ask, are these ‘crimes’ I am being charged with?”

“The wholesale slaughter of thousands of innocents, the hideous experiments you performed on Gyvon and the other humans in his platoon, and the betrayal of your own people, Galvatron,” replied Optimus. Galvatron laughed. “Betrayal? Was it not you, Prime, that ordered the AllSpark ejected into space? Was it not you who doomed our world to a slow, lingering death? No, Prime. I am not the traitor here. You are.”

“Be that as it may, we are going to stop you, once and for all.” Said Optimus, activating the energon swords in his arms and taking a step towards the throne, the rest of the Autobots raising their own weapons. “Stop me?” laughed Galvatron. “How do you plan to stop me when I’m not even here anymore?” With that, Galvatron pressed a button on the arm of his throne. A bright light shined where the Decepticon leader was sitting. In a flash, Galvatron was gone.

“Report!” commanded Optimus to his troops. “I am detecting increased sub-space activity. He must have activated a space bridge.” Said Ratchet. “IT’S A TRAP!” replied Bumblebee, using the unmistakable recording of Admiral Ackbar. As the Autobots turned to make their escape, all the doors to the bridge slammed shut, the blast screens on the windows closed, and a computerized voice came over the loudspeakers. “WARNING, FIVE MINUTES UNTIL SELF DESTRUCT SEQUENCE ACTIVATES. WARNING, FIVE MINUTES UNTIL SELF DESTRUCT SEQUENCE ACTIVATES.”

“Well, should’ve seen this one coming a mile away.” Said Gyvon, the human-turned-transformer, with a look of annoyance on his face. “What do we do now?” Arcee, the only female among them, looked down at the throne, carefully examining it, and exclaimed, “The space-bridge appears to be operational! We can use it to follow Galvatron.” Sideswipe looked over, concerned “Doesn’t anyone else think this is too easy? I doubt Meg- er, Galvatron would be that stupid.”

“FOUR MINUTES UNTIL SELF DESTRUCT SEQUENCE ACTIVATES” came the warning over the speakers. “Spread out and search for the controls. Be quick about it.” Ordered Optimus. Sideswipe and Dino searched the main bridge controls. Optimus, Bumblebee, Arcee, and Ratchet searched the perimeter walls. Gyvon searched around the throne, and spotted a small drone-operated terminal near the base. “FOUND IT!” he yelled. As the rest of the Autobots gathered around, Gyvon exclaimed “Clever bastard. These coordinates are for the center of the sun. He must’ve had a drone set it to go to these coordinates after each jump.”

“Can you tell where Galvatron jumped when he activated the bridge?” asked Optimus. “THREE MINUTES UNTIL SELF DESTRUCT SEQUENCE ACTIVATES!” And the ship began shaking. Gyvon perused the screen. “Afraid not”, he said. “The coordinates were dumped as well. I could probably find them if I looked hard enough, but it’d take too long. Our best bet is to head back home until Galvatron decides to show his ugly mug again.”

“Then let’s do it. Everyone, gather around the throne. Galvatron has won this round.” Optimus, Bumblebee, Ratchet, Arcee, Dino, and Sideswipe all gathered around the throne. Optimus relayed the coordinates for the NEST base at Diego Garcia. Gyvon input them into the terminal, then double checked power levels, and made a startling discovery. “Boss,” he said, “I’ve gotta make a second trip. There’s only enough power to transport the six of you.” Optimus shook his head “No. If anyone stays behind, it shall be me.” Gyvon looked Optimus Prime, his Mentor, in the eye and replied “Sir, with all due respect, I’m the only one small enough to operate this terminal. Don’t worry. I’ll be along shortly.” Optimus looked down at his pupil, the product of a horrific Decepticon experiment, with deep concern. Ratchet placed his hand on his leader’s shoulder. “He’s right, Optimus. Everything will be all right.” The Autobot leader looked at his friend, and sighed. “Very well,” he finally said, turning back towards Gyvon “I’ll see you back on Earth.”

“TWO MINUTES UNTIL SELF DESTRUCT SEQUENCE ACTIVATES” Said the cold, computerized voice. “Alright, coordinates are set. Just press the button to make the jump.” Optimus nodded, reached for the button, gave Gyvon a last worried look, and pressed it. A bright light filled the room and within seconds, the Autobots were gone.

The computerized voice came on again “ONE MINUTE UNTIL SELF DESTRUCT SEQUENCE ACTIVATES” and the ship started shaking violently. A piece of debris came lose and fell on the spacebridge terminal controls. Sparks flew, forcing Gyvon to dive away from the terminal.

Shit! Thought Gyvon. Reaching for the terminal, he noticed that the controls were smashed beyond repair. The display was still on-line, and showed coordinates. Not for Earth or the Sun, but for some random spot on the other side of the galaxy.

“THIRTY SECONDS UNTIL SELF DESTRUCT SEQUENCE ACTIVATES!” came the computerized warning again. “Well,” said Gyvon,” wherever this is, it’s about to be a lot better than this place.” Transforming into his alternate mode, a miniature SU-47, the form he chose after Optimus rescued him from the Decepticon base on Mars, he flew up to the arm of the throne. Transforming back, Gyvon reached for the button with his foot. Before he could press the button, another piece of debris shook loose and fell on top of his head. Knocked unconscious, he fell onto the button, and in a flash, he was gone.