Transformers Prime: Friendship is Magic (A Hub Crossover Special)

Chapters

Chapter 2
Chapter 3
Chapter 4
Chapter 5
Chapter 6
Chapter 7
Chapter 8
Chapter 9
Chapter 11
Chapter 12
Chapter 13
Chapter 14
Chapter 15
Chapter 16
Chapter 17
Chapter 18
Chapter 19
Chapter 20
Chapter 21
Chapter 22
Chapter 1
Chapter 10

Chapter 2

On the long desert road, A large green SUV can be seen driving in the sunset, towards a large mountain face.

Except this was no ordinary vehicle, it was no other, than the Autobot, Bulkhead. Inside Bulkhead, sitting in the passenger seat, is a young Japanese girl, named Miko.

"That was the best monster truck rally ever, wouldn't you say so Bulkhead?" Miko asked, still in a great mood after seeing the show the just had.

"Sure was Miko." Bulkhead answered. "How about you Jackie?" Bulkhead spoke into his communicator.

Somewhere, flying in the skies of Jasper, was the Autobot ship, the Jackhammer, with the Wrecker, Wheeljack, piloting it.

"I've seen better." Wheeljack answered, "Though it was pretty entertaining. Humans, and their cars."

"You should stop by the base more Wheeljack." Miko said into the commuticator.

"I'll pass for now." Wheeljack answered. "Besides, I heard Doc-Bot's still holding a grudge."

"Aw, come on Jackie" Bulkhead answered, "Ratchet's always a grouch, even when's he's in a GOOD mood. Don't take it personally."

"Yeah," Miko added as she spoke into Bulkhead's radio, "We should totally hang out more. All three of us together, just like today."

"I'd love to, I really do, but I still need to find a new source of Energon. Been kinda running low these days." Wheeljack's voice said over Bulkhead's radio, "Need to scout for some new deposits before the Cons get to it."

"I hear that." Bulkhead replied. "Megatron's been hitting us hard lately. But good thing we got Smokescreen on the team now. You haven't met him yet Jackie, he's impulsive, but he's a good kid."

"I heard you didn't like him at first, Bulk." Wheeljack replied.

"Nah, he's kinda grown on me." Bulkhead answered.

"By the way, I'm just glad you made a full recovery after that run in with Hardshell. But as you heard, our junior Wrecker here, scrapped him pretty hard. She did ya proud, Bulk. I'm just glad I'm not burying another one of my old teammates."

"Heh, cause no one messes with the Wreckers!" Bulkhead said, as Miko gives a thumbs up.

"Anyways, we're about to reach home base. I'll catch you later Jackie. Bulkhead out."

"Later Bulk. And kid, make sure he stays outta trouble will ya? You take care little Wrecker" Wheeljack said, as he cuts communication.

"Very funny Jackie." Bulkhead mumbled.

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As Bulkhead pulls into the Autobot base, he's immediately greeted by his new friend, Smokescreen.

"Heya Bulkhead, enjoy the show?" Smokescreen said, in a chipper mood.

Miko exits Bulkhead, as he transforms into robot mode.

"Tonight was a BLAST Smoke!" Miko answered, "You shoulda been there. You coulda met Wheeljack."

"Sorry I had to miss the fun, but Bumblebee and I had to do some practice sparring, Optmus' orders." Smokescreen replied.

"And you could have done it in some undisclosed location! Look at this place, it's a WRECK!" Ratchet fumed.

"Take it easy Ratchet, I said I'll clean it up didn't I?" Smokescreen answered.

Arcee, along with Jack, her human companion, and Raf, Bumblebee's human friend, were on the other side of the base watching the argument unfold.

"You still have a lot to learn kid." Arcee said as they hear Ratchet activate the ground bridge. Optimus and Bumblebee stepped through.

"Optimus," Jack called to the Autobot leader, "How did the Energon scouting mission go?"

"It was a trap set by Soundwave. Megatron had created a decoy Energon beacon that led us astray. We were ambushed by the Decepticons, but we fought our way out. Barely." Optimus explained.

Bumblebee gave his usual beeps and blips.

"Indeed Bumblebee. We must proceed with great caution on our next scouting trip."

"Do any of you require medical attention?" Ratchet asked.

Bumblebee gave a few beeps, as sits on Ratchets medical bed.

"Hmm, several torn joints. But nothing I can't fix." Ratchet said as he examines Bumblebee's right arm.

"I'm just glad you and Bee came back safely." Raf said to Optimus.

"As are we Rafael. Megatron has grown more desperate in the search for the Iacon Relics."

Just then, several alarms begin blazing over the comm system.

"Ratchet, report!" Optimus called.

"I'm on it." Ratchet said as he finishes his patching on Bumblebee's arm.

Ratchet begins to survey the computer terminal. He then sees something strange.

"Optimus, I'm picking up extremely strong energy fluxes. It's happening.... RIGHT ABOVE THE BASE!"

"What?" Arcee asked with concern.

"You mean, we're under attack? Did the cons find the base?" Jack asked.

"No, it's not caused by weapons fire, or Energon discharges. But rather, the energy signature, almost matches those.... of a Space Bridge portal." Ratchet said, slightly bewildered.

"How is that possible?" Optimus asked. "Autobots, we must investigate. Head topside."

"I'll go with." Miko said, as Bulkhead stops her.

"Park it young lady." Bulkhead said as he and the other Autobots, except Ratchet, who's still monitoring the terminal, enter the elevator that takes them to the top of the mountain.

"uuuhhhh." Miko growled.

As Optimus and the Bots step out of the elevator, they see something strange appearing in the sky right above them. It looked like a space bridge portal, except, it was purple.

"That looks like a portal." Smokescreen said

"Thanks for stating the obvious kid." Arcee mumbled. "The question is, why is it here, and where does it go?"

"I do not know Arcee, but if this is Megatron's doing, we must be prepared for anything." Optimus replied.

Just then they hear what sounded like a flying vehicle head towards them. As soon as it came into better view, Bulkhead immediately recognized it.

"It's the Jackhammer. Jackie's here!" Bulkhead said in a happy tone.

Arcee simply groaned and facepalmed.

"Wheeljack? Why is HE here?!" Ratchet's voice angrily said over Optimus' communicator.

As the Jackhammer touched down. Wheeljack exits and heads towards the rest of the Autobots.

"Sweet!" a young sounding female voice said from behind Bulkhead.

"Oh no," Bulkhead muttered as he turns around. He sees Miko standing behind him, with a huge grin on her face.

"Miko! I told you to wait down below ground." Bulkhead said.

"No way am I missing this reunion." Miko beamed.

"So, looks like the gangs all here." Wheeljack said, as he walks up to Optimus.

"Indeed Wheeljack, while the others may object to your presence, I for one, will always welcome one of our Autobot brothers." Optimus replied.

"What are you even doing here in the first place?" Arcee hissed.

"Picked up a strange anomaly while cruising around. Just happened to be in the neighborhood." Wheeljack replied. "And you must be the new kid. Name's Wheeljack, you must be Smokescreen."

"Yes sir." Smokescreen saluted, "I can't believe it, You're Wheeljack, I mean, THE Wheeljack, one of the greatest Wreckers during the war."

"You know your history kid." Wheeljack responded. "So, what is that thing up there anyway?"

"We do not know currently. But Ratchet is still analyzing it." Optimus answered.

"So, Old grumps downstairs is still mad at me huh?" Wheeljack asked.

"You have no Idea." Miko replied.

"I heard that!" Ratchet fumed on the comm link. "Optimus, I'm picking up a huge energy spike coming from that portal."

Just as Ratchet said that, the portal began to seemingly destabilize. Then a force of suction began eminating from it.

The first one to be sucked towards it was Arcee, as she flies through the air towards it. Bumblebee immediately grabs hold of her, but the pull from the vortex begins to grow stronger.

"Everyone, head underground NOW!" Optimus ordered.

"Optimus, what's happening?" Ratchet asked over the comm.

"Ratchet, the portal is destabilizing, it is beginning to draw us towards it." Optimus replied.

"Optimus, you and the others need to get out of there, NOW!" Ratchet yelled.

Bumblebee held onto Arcee as best as he could, until he too was pulled off the ground. Smokescreen and Bulkhead immediately went to their aid. But soon the pull was so strong, that even they were lifted. Optimus latched onto them, but soon he was airborn as well. Wheeljack immediately boarded the Jackhammer, and flew towards the rest of the Autobots.

"Grab on!" He called, as Optimus and the others clamped their hands onto the Jackhammer's hull.

However the pull had become too great. The Jackhammer was inching closer and closer to the portal. Wheeljack fired full thruster burn on his ship. But it was futile. The whole time Miko watched from the top of the base, hiding behind a large rock she clamped onto, preventing her from being pulled in as well.

She watched in horror as the Jackhammer, even at full thruster burn, was eventually pulled into the portal, with all of the Autobots on it. She felt her stomach turn as the portal disappeared. They were gone.

In the skies over Nevada, a large monstrosity of a ship was flying. It was the Nemesis, the Decepticon Warship, and Megatron's personal mobile base.

"So it appears that Optimus escaped the trap we laid out for him. No matter, perhaps it was for the best. As I intend to crush Optimus Prime, with my own two hands." Megatron said to his communications officer, Soundwave.

Just then, several alarms began to go off throughout the ship.

"Report" Megatron ordered.

"Lord Megatron," Knockout, the Con medic said, "We are picking up a strange energy flux."

"Well, what of it?" Megatron asked.

"Umm.. *ahem* right in front of the ship." Knockout replied nerviously.

"WHAT?" Megatron fumed. as he turns on the viewscreen.

What he sees, is the ship, headed towards a giant purple vortex.

"ALL HANDS, FULL REVERSE!" Megatron ordered.

"The navigation controls are not responding my lord." Dreadwing, the second in command of the Decepticons replied. "And the engines are beginning to burn out."

Multiple Vehicons, and Insecticons scrambled to their stations in an attempt to assess the situation.

"Whatever this is Lord Megatron, It's shorting out all of our systems. We can't break free of the vortex's pull." Knockout reported.

"No! Find a way to get us out of this mess Knockout!" Megatron seethed.

But it was too late. The ship had already entered the vortex. and dissappeared.

As the Jackhammer exits the vortex portal, it begins to lose control.

"I'm losing altitude fast!" Wheeljack called out.

The Jackhammer began to spin in the air.

"Everyone hold on!" Optimus called to the others, still gripping onto the hull of the ship.

"Wheeljack, is there anything you can do?" Arcee yelled.

"Only to hope the landing won't frag us all." Wheeljack answered.

As the Jackhammer continued to careen out of control, Bumblebee loses his grip, and falls off the ship.

"BEE!" Smokescreen called out in horror.

As Bumblebee fell, he braced himself for impact.

Fairly soon. BOOM! He hits the ground hard.

As Bumblebee comes to, he begins to sit up, and very groggly looks at his surrondings. For a moment he is too dazed to figure out how he got here, or even what happened. Then it all comes back to him. He and the rest of the Autobots were pulled through a vortex. He had fallen off the Jackhammer, and landed somewhere unfamiliar to him.

But what Bumblebee sees next, was something he never expected in his life.

Six multicolored ponies, some with wings, and horns looking at him.

Bumblebee didn't know what to do, as he was very confused about the situation. Maybe he hit his head too hard on impact.

He began to beep and blip to himself, when suddenly what happened next shocked him even more. The purple one, with a horn on her head, spoke to him. It TALKED!

"Umm, Welcome to Equestria?"

Chapter 3

In the secluded area right outside of Ponyville, three miles from Fluttershy's cottage, a meeting of first contact had been made between the Ponies of Equestria, and an Autobot, from Cybertron. Inside the crater, where Bumblebee had crash landed, the six bearers of the Elements of Harmony are now gathered around the Autobot scout, who is now sitting cross legged, and looking at the ponies.

"So, um, shouldn't we like, ask where he came from?" Rainbow Dash said to Twilight.

"Well, I don't know where he came from, but we know EXACTLY how he got here." Rarity fumed. "Sweetie Belle, always causing trouble where ever she goes."

Bumblebee, kept eyeing the six strange looking ponies, the whole time, trying to make sense of the situation.

He never imagined equines could speak, at least never on Earth. He then realized, he may no longer BE on Earth! As the horses and ponies from that particular planet were not sapient, let alone capable of speech.

"Um, so, who you are, and where do you hail from, good sir?" Twilight politely addressed the giant robotic visitor.

"My Name is Twilight Sparkle," She introduced her self, as she then points to each of her friends.

"And these are my friends, Rarity, Applejack, Pinkie Pie, Rainbow Dash, and Fluttershy."

Bumblebee could only think of one thing at this point.... "who in the Allspark NAMED them?!"

Bumblebee responded in his usual electronic bleeps and blips. The Mane 6 were puzzled by his sounds.

"Oh the poor thing, he's unable to speak." Rarity said.

"Or maybe it's some foreign language." Twilight added.

"Um, yeah, he CAN talk. He just said his name was Bumblebee." Pinkie Pie explained.

"Wait, Pinkie Pie, you can understand him?" Twilight asked. "How?"

"Twi, It's Pinkie Pie, never question it, or think about it too much. You'll go crazy. Trust me." Rainbow Dash said to the unicorn.

"What kind of a weird name is Bumblebee anyway?" Rainbow Dash smirked.

Bee gave a number of high pitched chirping noises.

"Well, he just said, What kind of name is Rainbow Dash?" Fluttershy translated.

"HEY! What's that supposed to mean?" Dash angrily yelled, then she realized something. "Fluttershy? You can understand him too?"

"Oh yes," the timid little pegasus replied. "I don't know why but I can make out what he's saying. I guess my ability to talk to animals, and other creatures naturally helps out."

"Well, I guess that makes sense." Twilight added.

"Bumblebee is it? Well I think the name suits you very well my dear." Rarity said to the Autobot. "Especially with that black and yellow scheme. Simply marvelous. Your colors are quite lovely."

If Bumblebee had a mouth, he would be smiling.

"And let's not forget those cool wings on your back. I bet you can fly really really FAST!" Pinkie Pie squealed.

Bumblebee responded with more beeps.

"Oh, I see." Fluttershy said.

"What did he say?" Applejack asked.

"Well, he said those aren't wings, and he can't fly. Those are actually, um, doors."

The ponies were slightly dumbfouded by this.

"Doors, to what sugarcube?" Applejack asked.

Bumblebee gave an electronic response.

"He says he'll show us." Pinkie Pie translated.

To the ponies' astonishment, Bumblebee's body began to shift and change, like a giant puzzle. Before they knew it, he had transformed into what looked like a box with wheels.

"Oh I get it, DOORS! Funny Joke!" Pinkie Pie began to laugh.

Wow, that was AWESOME!" Rainbow Dash beamed.

"So you turn into a carriage? but I don't see where anypony can pull you." Twilight stated.

Bumblebee felt slightly insulted by the comment. He responded with another round of electronic buzzes.

"He said it's not a carriage, but a very mint muscle car. What ever that is." Fluttershy translated.

"Ya mean like one of them's fancy motorized vehicles from DeTrot? They do call that the motor city." Applejack asked.

"A self propelled motor vehicle? I've only heard about them, but never really seen one. Well no, I take it back, the parade floats count." Twilight said. "So, is that an engine?"

Bumblebee replied by revving his engine loudly. This caused Fluttershy to jump behind Rarity, while Rainbow Dash and Pinkie Pie inched closer in wonder.

Pinkie then laid her head on Bumblebee's hood, as it vibrated.

"HEEEEEYYYY!!!! THIIIIIIIISSSS MAAAAAAKEESSSS MMMMMYYYYY VOOOOOIIIIIIICCCCEEE SOOOOOUUUNNNNDD SIIIIIIIIIIIILLLLLLLYYYYYYY!!!!!"

"Pinkie, stop that." Twilight said while annoyed by her antics.

Bumblebee then transforms back into robot mode. He couldn't help, but find the one called Pinkie Pie, funny as he began to make a high pitched sound.

"Aww, he's laughing! I'm glad I made you happy." Pinkie beamed at him.

"So, Bumblebee, where did you come from, and how is it you turn into vehicles? I have so many questions." Twilight asked.

Bumblebee began to respond in his usual electronic noises for a good minute or two, then he seemingly finished.

"Oh I see, very interesting." Fluttershy said.

"Flutters? Translation?" Rainbow interjected.

"He says he's from the planet Cybertron, and that their homeworld is no longer inhabitable because of a long war. Oh how terrible. But he did say that he and the other Autobots are now living on a planet called Earth." Fluttershy explained.

"Earth? What kind of a name is that for a world? You'd might as well called it Dirt." Rainbow Dash said.

"Stop being so Rude Rainbow Dash, he's a guest on our world. I swear, sometimes you can be so childish." Rarity hissed.

"So he's an alien. That's mighty interestin'." Applejack said.

"Yeah, like something out of the comics I read." Pinkie Pie added.

"Well on with his story," Fluttershy continued, "He says he's a soldier in the Autobot army."

"Soldier? You're not here to invade us are you?" Rainbow Dash yelled while in a boxing stance.

Bumblebee gave a quick response with several beeps and blips.

"No, he says Autobots don't invade, they defend and protect." Fluttershy translated.

"Well, ain't everyday we get to meet a robot alien warrior from another world." Applejack said with astonishment.

Bumblebee responded again.

"He says hes' no great warrior, but a scout mostly." Pinkie translated for the others.

Bumblebee then gave a long winded speech with his sounds, as Fluttershy and Pinkie Pie listened intently.

"Oh my..... He says he's been separated from the rest of his squad." Fluttershy explained. "He fell off the ship he was on when they came to our world. He needs to find them."

"Of course we'll help you Bee, and then I'm gonna throw the biggest WELCOME TO PONYVILLE GIANT ALIEN ROBOT party for you and your friends!" Pinkie Pie added.

"Well the question is, how do we find them?" Twilight asked the Autobot.

Bumblebee looked at his right arm, then pressed something. His forearm turned into a computer screen, as Twilight and the others looked in awe. He then began to speak in his electronic voice again.

"Oooohh, he says this is called a locator beacon, whatever that is, it'll help him find the other Autobots." Pinkie translated.

several red dots appeared on the viewscreen of his computer, as Bumblebee spoke again.

"So those dots are your friends?" Fluttershy asked.

Bumblebee simply nodded.

"Ok then, girls, let's go search for these other visitors. I'm sure they can't be hard to miss. Especially if they're giant robots like Bumblebee here." Twilight explained as she rallied the others.

"That thing looks like a cool map." Rainbow Dash said, as Bumblebee responded with his usual sounds.

"That's because he said it is. And I think I'm kind of figuring it out. So this is where we are," Fluttershy said, and that area where the other red dots are happens to be..... Oh, My...."

"What is ever the matter Fluttershy?" Rarity asked in concern.

"That's...... The Everfree Forest!" Fluttershy shrieked.

The girls looked at each other, and all of them gulped hard.

Chapter 4

"What do you mean, they just disappeared?" Agent Fowler yelled while on Ratchet's viewscreen.

"I mean, that a strange vortex portal has taken Optimus, and the others, to parts unknown." Ratchet replied.

"So you're telling me, that some freak of a black hole, just randomly appeared over the base, and sucked Prime and the others away? JUST LIKE THAT!" Fowler angrily screamed.

"Yes Agent Fowler, that is exactly the case." Ratchet said, in a forboding tone.

"That's it! I'm heading over there NOW, and you better not be blowing smoke up my backside. Fowler out!"

The view screen switches off, as Agent Fowler hangs up.

"So what happened out there?" Jack asked Miko, who was still shaken by the events that transpired.

"I don't know, this thing appeared over them in the sky. They were all on Wheeljack's ship, when it got sucked through, it disappeared." Miko explained, with tears in her eyes.

"Ratchet, do you have any idea where the portal could have taken them?" Raf asked the Autobot Medic.

"I fear, that, I do not know." Ratchet said grimly. "That portal could have sent them anywhere in the galaxy, or even to another one far away."

Raf, looked at Ratchet, with worry in his eyes.

"Guys, we can't give up hope." Jack said to the others, "There has to be a way. Ratchet, can't you track them? I mean, you can right?"

"I will try. Optimus...... Please, be alright."

In the Ponyville Library, Spike and Sweetie Belle were bored, VERY bored.

"It's not fair, I wanted to see the crashed meteor too." Spike said to the filly. "I'm also worried about Fluttershy. I hope she's ok."

"Me too Spike." The unicorn filly replied. "I never get to go on an adventure with Rarity. Well, except for the gem hunt earlier, but still. She gets to have all these exciting moments happen."

They were both interrupted by a knock on the door.

"Are they back?" Spike wondered as he goes to answer.

When he opens the door, it wasn't Twilight, but another familiar unicorn he knows from his early years.

"Shining Armor!" Spike called out.

"Hi Spike, it's great to see you again, little bro." Shining Armor replied. "Where's Twily, Cadence and I are both visiting Ponyville this week. We wanted to suprise her."

"Oh, well, she's out. It's just me and Sweetie Belle here." Spike answered.

"Hey there, i remember you from the wedding. Your Rarity's little sister right? You were also one of the flower girls."

"That's me!" Sweetie Belle squeaked.

"Anyways, can you two tell me where Twily went?"

"Sure," Spike responded, "She's over near the edge of Ponyville by Fluttershy's cottage. The others are with her. They're investigating some sort of meteor crash."

"A meteor crash? Sounds exciting." Shining Armor said as he takes his leave. "Thanks, and I'll see you later little bro."

"Good to see you again Shiny" Spike waved as Shining Armor took his leave.

As Bumblebee and the Mane 6 reach the edge of the Everfree Forest, he notices the ponies beginning to grow nervous.

Bumblebee, in his electronic voice begins to ask if everything was ok.

"Well, you see Bumblebee," Fluttershy began to respond, "This is the Everfree Forest. It's a very dangerous, and scary place. All sorts of monsters and creatures live in there. The place is very wild."

"Yeah, and super duper creepy. But it is the place where I found the mirror pool." Pinkie Pie added.

"Let's not go there sugarcube." Applejack interrupted, "I'd like not to remember that incident."

Bumblebee checks his wristmounted viewscreen again, to see the Autobots signals are still showing the rest of Team Prime deep in the forest.

"Well, no time like the present. Let's get going girls. Bumblebee, please lead the way." Twilight Sparkle said to the others, as they begin their trek into the forest.

"Ahh, geez." Wheeljack mumbled as the rest of the Autobots stand around the downed Jackhammer. "Engines are gonna take some time for me to repair it. At least she'll still be flyable later."

"In the meantime," Arcee added, "We need to find out where we are, and most importantly, find Bee."

"Agreed." Optimus said, "We must assess our current predicament, and our location. And search for our missing comrade."

"I'll see if I can locate him." Bulkhead said, as he also turns on his locater beacon. "Scrap, I can't get a signal. How about you guys."

"Nothing." Smokescreen said with his.

"Not even a blip." Arcee answered. "I think that crash did a number on us. At least the communicators work, albeit, short range only."

Optimus also turns on his locater, his seems to be functioning slightly. He notices his own position as well as the others around him, but at the same time, a faint blip off in the distance. It had to be Bumblebee.

"I believe I have his coordinates." Optimus said. "Autobots, transform, and roll out."

"You guys do that." Wheeljack said, as he continues to conduct his repairs on his ship.

"Arcee, stay with Wheeljack, and assist him in repairing the ship. Also, provide him with cover if he comes under attack." Optimus said to the female Autobot.

"You want me to babysit the cowboy?" Arcee objected.

"I want you to work with him. Autobots should not be feuding or holding grudges against each other." Optimus explained. "Like him or not, he is an Autobot. I will not leave one by himself in unfamiliar territory. You will be his backup. That is an order."

"Yes sir." Arcee said.

"Yeah Yeah, whatever." Wheeljack said, as he continues to work on the Jackhammer.

The rest of the Bots transform, and drive off.

As they continue to travel in vehicular form, they notice something large flying overhead through the clearing of the trees.

All of the bots quickly transform.

"Cons?" Smokescreen asked as he turns his hands into blasters.

Upon closer look, the gigantic flying object wasn't the Decepticon warship, but a giant reptilian creature, with spines on it's back, a large wingspan, and a very long tail. The Autobots couldn't believe their optics.

"Whoa!" Bulkhead yelled to the group, "Was that a Predacon?"

"Can't be," Smokescreen answered, "They're supposed to be extinct!"

"I do not believe so, as the creature looked far too organic." Optimus stated, "Suffice to say, I do not think we are on Earth anymore. Such a being, cannot possibly be indigenous to the Human world."

"This is gonna be a problem then. Still, we have to find Bee." Bulkhead added.

"Agreed." Optimus replied.

As Optimus said this, suddenly the computer screen on his wrist shorts out. Seeing that the locater is now useless, he transforms his arm back to it's normal state.

"It appears we must find Bumblebee the old fashioned way." Optimus said, "Bulkhead, take Smokescreen with you and head north."

"Understood Optimus." Bulkhead replied.

"I won't let you down." Smokescreen saluted.

"Try to stay in communication range. Our radio is currently short range only." Optimus ordered. "We will cover more ground this way. Move out."

As Bumblebee continues to lead the ponies towards the other Autobots, his locater suddenly shorts out.

"What happened?" Twilight asked.

Bumblebee responds with his beeps.

"His locater thingamajig just busted." Pinkie Pie said to the others. "He said it took some damage in the crash."

"Great, so how are we gonna find the other aliens now?" Rainbow Dash complained.

"Well, I guess we head in the general direction of where the dots were before his equipment failed." Twilight explained.

"Ooh, I'll find them." Pinkie Pie shouted in excitement as she bolts off.

"Pinkie Pie no, come back here, we need to stay together!" Twilight shouted.

"I'll get her!" Applejack said as she takes off after her.

AJ, not you too!" Twilight groaned.

Before they knew it, both Earth Ponies had disappeared into the woods.

"I'll fly up and find them." Rainbow Dash said as she takes off into the sky.

She suddenly felt a tug on her tail.

"Not without me you're not! I'm not letting you out in these horrid woods all by yourself." Rarity said, using her magic to grab Dash's tail.

"Fine, climb on!" Rainbow Dash said, as Rarity climbed onto her back.

She then takes off to the air and flies off.

"Great, now those two are gone. Well I guess it's just us, right Fluttershy and Bumblebee?"

Bumblebee then begins to feel a sharp pain, he clutches his side, and falls over.

"Oh no, what's wrong?" Fluttershy asked in concern.

Bumblebee responds in his usual electronic language.

"I see, you're injured from that fall." Fluttershy said. She then turns to Twilight.

"I don't think he can go on too long. He needs to rest and recover."

"Alright Fluttershy, go ahead and take him back to your cottage. And make sure nopony else sees him. I don't want a panic to start."

"Got it Twilight." Fluttershy responded.

"Come on now Bumblebee, you need to recuperate."

Bumblebee gives a few beeps in objection.

"Please you need to stop before you hurt yourself even more."

Bumblebee gives another cluster of beeps and blips.

"Don't worry, the girls know the forest pretty well. They'll find your friends. Trust me."

Bee shakes his head slightly, but then gives in.

"There, it won't be so bad. I promise." Fluttershy said to him, as they begin to backtrack to her home.

"Are you sure you'll be ok by yourself Twilight? I really don't like leaving you here on your own, especially in the scary Everfree Forest." Fluttershy asked with concern.

"It's ok Fluttershy, I make journeys through here pretty often whenever I go to visit Zecora. I'll be fine." Twilight answered.

This slightly eased the pegasus' fear, but she still couldn't help but worry. The pair then began to make their way back to Fluttershy's house.

As Rainbow Dash flies through the air, Rarity was holding on for dear life.

"Slow Down Rainbow Dash, I'm slipping. WWWAAAAAHHHH!!!!"

"Heh, too fast for ya Rares?"

"This isn't funny. Somepony could get hurt. And these g-forces are ruining my mane."

"Fine." Rainbow Dash dejectedly said, as she slows down a bit.

"There, much better. You see? You CAN be a civilized pony. Doesn't it feel good?" Rarity asked.

"More like boring." Dash muttered.

As they fly through the air, they see a number of downed trees, it looked like something had plowed through the ground.

"Hey what's that?" Rainbow Dash asked as she flies closer to it.

"Dash, Darling, I don't think it to be wise.... AAAAAHHHHH!!!"

Rainbow Dash zips towards what appears to be a crash site. As they get closer, they see something that surprised them. A large metal object, and two more robots around it. One looked like it was doing some kind of work on the metal thing, while the other was just pacing back and forth.

"Whoa, I think we found them." Rainbow Dash said, as she lands behind a large rock to hide as Rarity dismounts her.

"Indeed." Rarity replied, "So now what do we do?"

"I don't know." Rainbow answered her.

"Well, this forest air is doing quite the number on my sinuses." Rarity said, as she feels a sneeze coming on.

"Oh no, Rarity, don't"

"Ah"

"Rarity"

"Ah"

"NO!"

"CHOOO!!!"

As Arcee continued to watch Wheeljack work on the Jackhammer, she began to groan to herself.

"I Can't believe Optimus just put me on curbside duty." She complained. "Especially being stuck with an insubordinate."

"You know, I can hear you as clear as day." Wheeljack replied.

"I wasn't talking to you!" Arcee snapped.

"Well, I'm the only other bot here." Wheeljack teased, "Unless you like talking to yourself."

Arcee sighed, and rolled her eyes.

Wheeljack then hears something behind him. A sneeze.

"What was that?" He said as he draws one of his swords out.

"Don't know, I'm checking it out." Arcee said

As she moves forward towards the rock, with her blaster hands drawn, she sees movement behind it.

"I know you're there, come out now!" She ordered.

Knowing they've been caught, Rainbow Dash, and Rarity slowly emerge from behind the rock.

"Umm, Hi there." Rainbow Dash greets the female Bot.

Arcee, was at a loss.

"What the? What, are you?"

"Uhh, my name's Rainbow Dash, I'm a pegasus pony, and this is my friend Rarity. She's a unicorn."

"A pleasure to meet you." Rarity said in elegance.

"I see. Yeah, Wheeljack, I don't think we're on Earth anymore."

Wheeljack walks up with his sword drawn.

"Easy there cowboy, I don't think they're hostile." Arcee said.

"So you guys can talk normally, for a sec there, I thought you'd also be speaking in bleeps and blips like Bumblebee." Rainbow said.

"Bumblebee? YOU KNOW WHERE HE IS?" Arcee was shocked.

"Yes, he's with our friends." Rarity answered.

"Is he alright?" Wheeljack asked.

"He's in good hooves, my friends are the most trustworthy ponies in all of Equestria." Rainbow said to the bots.

"Thank Primus." Arcee said with relief. "So Equestria, is this the world we're on?"

"You could say that." Rainbow Dash answered.

"Well, My name is Arcee, and this big jerk here, is Wheeljack."

"Thanks Cee." Wheeljack muttered.

"Cool, well, if you follow us, we should take you straight to your friend." Rainbow directed.

After a bit of a walk, Fluttershy and Bumblebee finally made it back to the cottage.

Bumblebee sits down and begins to rest, as he sees Fluttershy playing with a bunch of animals.

He addresses her with his electronic tongue.

"Oh, well, I'm a caretaker of these animals. They're my very good friends."

Bumblebee nodded, and bleeped again in conversation.

"How, well, I'm not sure why I can understand what you're saying, but I've always had this ability to communicate with animals. Maybe it has something to do with it."

Bumblebee stares at Fluttershy in wonder. Was she like Raf? He wondered. Maybe they share some sort of connection.

Bumblebee gently pets her. This calms her down. For a giant metal robot, he was quite gentle towards her.

One of the bunnies around Fluttershy then hops up to the Autobot.

"Oh, I think she likes you, go ahead, pick her up."

Bumblebee gently scoops the small animal into his hand.

"That's Snowflake, she's a bunny that was hurt. But now she's all better and ready to go home."

As they continue to converse, they hear someone approaching.

"Bumblebee, quick, hide!"

Bee sets the bunny down, transforms into vehicle mode, and hides behind Fluttershy's house.

As the figure approaches, it's revealed to be Shining Armor.

"Hello Fluttershy, I'm visiting Ponyville this week with Cadence. Is Twily here? I was told she's at your place investigating some meteor crash."

"Oh, good afternoon Shining Armor." Fluttershy responded. "It's good to see you again. After that whole fiasco with King Sombra and the Crystal Empire, I really missed you two."

"It's great to see you too." Shining Armor said. "So where's Twily and the others?"

"Oh, in the Everfree Forest, searching for the, umm, meteor crash, yes, that's it." Fluttershy nevously replied.

"What? They're in that Celestia forsaken forest?" Shining Armor gasped.

"I need to find them. NOW! Hang on Twily, you're BBBFF is on his way!"

"WAIT!!!" Fluttershy called out, but Shining Armor had already galloped towards the forest.

"Oh no, I didn't want him to find out about the aliens just yet. Bumblebee what am I going to do?"

Bumblebee drives back from behind the cottage, and transforms back into robot mode.

He simply picks up Fluttershy, and holds her, as they both watch the Unicorn head into the forest.

Chapter 5

"So," Arcee said as she and Wheeljack walked behind Rainbow Dash and Rarity as they moved through the forest, "This world, Equestria is it? Is populated by sentient horses?"

"Actually, we're ponies. Horses are bigger." Rainbow Dash answered.

Wheeljack was puzzled.

"I didn't think ponies were able to talk." He said.

"Of course we can talk, we're not mindless animals." Rarity snapped.

"So where'd you guys come from?" Rainbow asked.

"Some portal sucked us into this world." Arcee told her, "A weird accident or something."

"Well, I certainly have an idea," Rarity added. "Sweetie Belle got a hold of some strange blue crystal. It apparently intensifies unicorn magic."

"Magic?" Wheeljack muttered, "Please, like I'm gonna believe some mystical voodoo brought us here."

"Well, you certainly are rude." Rarity snapped at the Autobot.

"I'm a Wrecker, it comes with the job." Wheeljack replied as Rarity rolls her eyes.

"Come on Wheeljack," Arcee said to him, "It's not unheard of. I mean, the power of the Primes consists of SOME mysticism."

"Blah Blah, not interested. Just need to get back to Earth, so we can start crushing some more Cons." Wheeljack responded.

"Such a ruffian!" Rarity muttered.

"Rainbow Dash right? So where do we go from here?" Arcee asked.

"Right up this way Arcee," Rainbow Dash answered. "I'm have a good hunch they'll be meeting back at Fluttershy's home."

"Hmm, might be better if we traveled on wheels." And with that statement, Arcee transformed into her motorcycle form.

"So you can turn into those self propelled vehicles too. And a bike! Awesome! You look like a speedster. Wanna race?"

"Another time kid. Just lead the way. Need a lift?"

"Nah, I got my wings. I'll fly ahead. Rarity, I think will need one."

Wheeljack also transformed into his car form.

"Wheeljack, give her a ride." Arcee commanded.

"Yeah yeah, climb in toots." Wheeljack said to the unicorn.

"Toots? WHY I NEVER!!" Rarity fumed. "Of all the impolite...."

"Rarity just get inside, or we're leaving you here." Rainbow Dash yelled.

"Uhh, if you insist." She responded as she climbed into Wheeljack's open door.

"You simply MUST do something about these seats. The colors are atrocious. And the decor can certainly see some improvement." She started nitpicking at Wheeljack's interior.

"This... is gonna be a LOOOONG trip." Wheeljack said to himself.

"Hey Bulkhead, anything yet?" Smokescreen asked the big green bot.

"Not a single thing. I don't know if we'll ever find him this way." Bulkhead replied to the rookie.

"Well, we can't give up. I just wanna prove to Optimus I'm a capable Autobot."

"Kid, you'll be fine. Optimus isn't judgemental about anyone under his command. As long as you do your part, and pull your weight. You'll be ok." Bulkhead reassured him.

"I just hope Bumblebee is alright." Smokescreen said, as he looked towards the sky.

Then suddenly....

"HI THERE!" A high pitched voice called out.

The two Autobots instantly froze in place, then readied their blaster arms.

"Who's there?!" Smokescreen demanded. "Show yourself!"

"I'm over here!" The voice said.

Smokescreen and Bulkhead turned towards the direction.

"I don't get it," Bulkhead stated, "I don't see anything."

"Look down!" The voice said again.

Both bots lower their heads downward and see, A little equine, with pink fur, a pink poofy mane, big blue eyes, and a grin on it's face. It was hopping in place happily.

"Whoa, did that horse just talk?" Smokescreen asked. "I didn't know horses could talk!"

"They can't kid, at least not on Earth. This proves what Optimus said earlier. We're definately NOT on Earth anymore." Bulkhead said to the younger bot.

"Of course I can talk. It would be silly if I couldn't! And I'm not a horse, I'm a Pony!"

"Uuhh, yeah..." Bulkhead said, while scratching his head in confusion.

"Um, so if we're not on Earth anymore, where are we?" Smokescreen asked.

"WELCOME TO EQUESTRIA!" The pink pony beamed. "I'm gonna throw you guys the biggest welcome party it'll make it into the history books! I can't wait!"

Both bots look at here with a confused stare.

"I'm Pinkie Pie, who are you?" Pinkie asked the visitors.

"At least the locals are friendly," Smokescreen said to the wrecker. "Name's Smokescreen."

"Hi Smokescreen! You guys are my new friends, I LOVE making new friends! So why are you aliens here, are here to be our friends? Or are you here to invade us? or eat us? or stick a probe up our...."

"PINKIE PIE, THERE YOU ARE!" Another voice yelled from behind the woods.

As Pinkie and the Bots look to see the source of the voice, they see another pony galloping towards them. This one was orange, with a blonde mane. She was also wearing a cowboy hat, and her voice had a southern accent in it.

"Ooh ooohh, APPLEJACK! I found them, I FOUND THEM! The cool giant alien robots."

Smokescreen couldn't help but begin to laugh. This, Pinkie Pie, was very amusing.

"NAILED IT!" Pinkie shouted. "I made another one smile today!"

"Another one?" Smokescreen asked, "Who are you talking about?"

"Bumblebee!" Pinkie answered, "You guys must be his friends. He's our friend, and if you're his friend, then your my friend too."

"BUMBLEBEE?!!" Both Bulkhead and Smokescreen said in unison.

"Is he alright? Where is he?" Bulkhead asked.

"He's A-OK! A little battered up from the fall he took, but otherwise just fine!"

Relieved, the two bots high five each other.

"Thank the Allspark. And thank you for taking care of him." Bulkhead said to the pink pony.

"Aww, think nothing of it." She smiled back at them.

"Well, I'll be a polecat on a farm range!" Applejack said as she walked up to the bots. "So ya did find em' Pinkie. These boys sure are big, especially the green one."

"Aren't they cool looking?" Pinkie Pie beamed, who's already now riding on Smokescreen's shoulder.

Applejack walks up to Bulkhead.

"You look like you can give Big Macintosh a run for is bits!" she greeted the bot.

"Umm, thanks, I think?" He responded.

"Well shoot, where are my manners. I'm Applejack, What's yer name stranger?"

"Bulkhead"

"Well, it's mighty fine to meet ya Bulkhead."

"YAY! Smokescreen and Bulkhead! Our newest friends!" Pinkie Pie shouted, as Smokescreen continued to laugh at her antics.

"I like you already Pinkie Pie!" Smokescreen said to the pony, which made her smile even more.

"So, you think you can take us to Bumblebee? I need to contact Optimus about this, and Let both Arcee and Jackie know too." Bulkhead said.

"Sure, It's right this way partner!" Applejack pointed off in a direction.

"Lead the way." Smokescreen said, as Pinkie hopped on his shoulder, happy as ever that she made friends with a giant alien robot.

"Optimus come in. Optimus do you read?" Bulkhead called into his communicator. "Scrap, he must be out of range."

"Let me try the others." Smokescreen said.

He then uses his communicator to radio Arcee and Wheeljack.

"Arcee, Wheeljack, do any of you guys read?"

"Rainbow Dash, hold up, I'm getting a signal. Someone's on the commlink!" Arcee said, as she comes to a stop and transforms back into robot mode.

"Huh, what's going on?" Rainbow Dash asked.

"This is Arcee, come in."

"Hey Arcee, it's Smokescreen. We just ran into some locals of this world. And after meeting them, chances are good, we're not on Earth anymore. You're probably not gonna believe me when I describe them to you."

"Try me kid."

"Well, they're talking ponies, crazy right?"

"Not really, Wheeljack and I came into contact with some ourselves."

"Really? Well, at least Bulk and I aren't going crazy. Anyways, they said they know about Bumblebee. They found him, and apparently he's safe." Smokescreen said over the commlink.

"The ones we met said the same thing. The ponies you met probably know the ones we ran into." Arcee answered.

"So we're all on the same page? That's great to hear." Smokescreen said.

Rainbow Dash flies up to Arcee's wrist.

"So that thing's like a radio? That's pretty cool." She said.

"It's our communicator. We use it to contact each other when we're separated."

"We tried to radio Optimus, but I think he's out of range. You have any luck?" Smokescreen asked.

"I'll give it a shot." Arcee answered.

She then opens a new channel.

"Arcee to Optimus, do you read? Optimus come in."

Static.

"Scrap." Arcee muttered. "no luck either."

"Don't worry we'll meet up with him eventually. The good news is, Bumblebee's ok." Smokescreen said.

"I'm glad too." Arcee answered.

Then they hear a high pitched sounding female voice on the other side.

"OOh, are calling your mothership? Can I see it? How big is it?"

"Huh? That sounded like... Hey Arcee, can I speak into your com-thing real quick?"

Before Arcee could answer, Rainbow Dash had already landed on her wrist where her comlink is.

"Pinkie Pie, is that you? It's me, Rainbow Dash!"

"OOOHHHH, DASHIE! So you found some cool robot friends too!"

"Yeah, Rarity and I had a run in. We're taking them to see Bumblebee now. I have a good bet Fluttershy probably took him back to the cottage. She's terrified of this forest after all."

"Okie Dokie Loki!" Pinkie responded, "Then we'll meet you there. By the way who's with you?"

"Well besides Arcee, this cool bot who happens to be a girl-bot, and another guy called Wheeljack, Rarity's with me.

"And I'm with Applejack. The guy I'm riding on is Smokescreen, and Applejack is walking next to this big guy named Bulkhead."

"Wait, so Twilight's not with you?" Rainbow asked.

"I thought she was with you Dashie!"

"You mean she got seperated?! Oh no, this is bad. She's all alone in the Everfree Forest. WE GOTTA FIND HER!" Rainbow yelled.

"Oh no, she must be scared and all alone. Don't worry, with these guys with us, no monsters from the Everfree Forest should bother us."

"Um girls," Rarity said as she hangs her head out of Wheeljack's window, "You do know Twilight can handle herself right? I mean, she IS Princess Celestia's prized student who excels in magic."

"Still, I think we should find her first." Rainbow Dash said.

"We'll help you kid." Arcee said. "You went through the trouble of helping Bee. We'll return the favor. We owe you."

"Wheeljack simply grunted, while Rarity scoffed at him.

"Thanks a bunch. You're the coolest alien I know. Well, you're the only alien I know, but still!" Rainbow said.

"What does she look like?" Arcee asked.

"Don't worry Applejack, we'll find your lost friend. It's the least we can do after you girls helped out Bee." Bulkhead said to the cowmare.

"I do truly appreciate that. That's very neighborly of ya." She tipped her hat at Bulkhead.

"So where do we start?" Smokescreen asked.

"uuummmm, THAT WAY!" Pinkie randomly pointed.

Twilight Sparkle had trekked through the forest by herself for some time now, still searching for any signs of the supposed giant alien robots lost in the woods. Normally, she wouldn't have any problems making trips like these as she tends to visit Zecora fairly regularly. But for some reason, she felt a certain uneasiness. As she moved deeper and deeper into the heart of the forest. She was absolutely certain that Bumblebee's readings were this direction.

Little did she know, as she moved through the woods, she was being watched, and followed by a sinister presence in the brush, stalking her.

Twilight couldn't shake the feeling, she knew something was wrong, but she couldn't put her hoof on it. She then heard what sounded like a rustling sound coming from behind her. Slowly she turned around, and notices, many eyes from the woods looking at her. These eyes were pale blue, and pupiless.

"Um, hello?" She nevously addressed them.

Then from the bush, many dark figures sprung out and quickly surronded her.

"CHANGELINGS!" Twilight shrieked as she backed away.

"Right you are, my little pony." A voice said from behind the brush. A pair of menacing green eyes stared at her, then another figure came into view.

"Oh no... NO!" Twilight muttered as she walked backwards. "Queen Chrysalis!? But we defeated you. You were banished by my Brother's and Princess Cadence's magic."

"Yes, I was." The Queen answered, "But did you really think a mere repulsion spell would keep us away for long? What a joke."

"I'm warning you. I'm a lot stronger since we last faced off. I've learned quite a few new spells." Twilight threatened.

"By all means then, impress me." Chrysalis taunted.

As the changelings converge on her, Twilight's horn began to glow, then a huge wave she emitted sent multiple changelings flying off in different directions.

"Impressive, but not good enough." Chrysalis said, as she ordered another wave to attack.

Twilight fired a several beams from her horn, the changelings she hit, suddenly turned into winged oranges.

"Ha! How do you like that?" Twilight said in triumph.

The Queen merely cackled.

"That's your best shot? What an utterly ridiculous and useless spell. My children, change back."

With a number of green flashes, the transformed oranges immediately turned back into changelings.

"What? but how?"

"We can already change at will. It has no effect on us." Chrysalis explained. "Now, capture her! She will make an excellent randsom to Princess Celestia."

Right as the changelings were almost on top of her, Twilight Sparkle teported in a bright flash, and she was gone.

Twilight reappeared in another part of the forest and began to run back towards the direction of Ponyville, when suddenly, another group of green flashes appeared right before her. Queen Chrysalis and a number of her changeling swarm were right in front of her again.

"Teleportation, a simple spell,that even a hatchling would know." Chrysalis said.

Twilight Sparkle began to run, as the changeling gave chase.

"You can run, but you can't hide, I'll get you my pretty!"

Shining Armor had apparently gotten himself lost while searching for his little sister.

"Great, I'm such an idiot." He muttered to himself. "I bet if I actually did find Twily she'd be laughing her flank off at me. Cadence too."

He shuddered at the thought and continued to walk through the woods.

"Still, I can't let my sis venture in these woods by herself."

Suddenly he heard what sounded like a scream nearby. The voice sounded like that of Twilight Sparkle, Shining Armor knew that voice anywhere.

"Oh No! TWILY! She's in trouble!" He yelled as he headed in the direction of the sound.

"Hang on, I'm coming!"

As Optimus Prime continued his search through the forest for his lost teammate, he sees a small object fly up to him. It looked like a small blue orb with two green eyes and a large mouth with insect wings.

Optimus immediately drew his blaster hand at it.

"Scraplets?"

The small creature merely eyed the Autobot leader with curiosity, then flew off after losing interest.

Optimus changed his hand back to normal.

"No, just an indigenous creature of this world." he said with relief.

He then resumed his walk, when he hears what sounded like a scream and a cry for help.

Optimus immediately looked around to see the source.

"Someone is in trouble." He said to himself. "I must provide assistance."

Even though he is on an alien world, Optimus Prime is not about to forsake someone who needed his help.

He immediately transforms into his big rig form, and sped off into the direction of where the disturbance came from.

"Maximum Overdrive!"

"Now then, dear Twilight Sparkle, are you ready to surrender?" Chrysalis taunted as Twilight was now cornered and completely surrounded.

Twilight was at a loss. She didn't know what to do.

"No, go away, leave me alone!" She shouted, as she let out another burst of magic from her horn.

The changelings dodged out of the way.

"Take her, now!" The Queen ordered.

But just as the changelings were about to converge on her, another beam of light shot out from behind them, and knocked out several changelings right in front of Twilight.

Chrysalis, and Twilight turned to see the source. It was none other than Shining Armor.

"BBBFF! Am I glad to see you!" Twilight beamed at her brother.

"So, the hero returns." Queen Chrysalis said with amusement.

"You!" Shining Armor hissed, "I thought we took care of you last year!"

"Hardly. Have you come to feed me with more of your love, oh Prince of the Crystal Empire?" She taunted.

Shining Armor immediately teleported himself next to his sister, and stood in front of her, taking a defensive stance.

"Leave her be. If it's me you want, I'll take you on instead." Shining Armor valiantly said.

"I can feel your love for your sister. It invigorates my strength and nourishes me."

"Twily, when I give the signal, make a break for it. I'll hold them off."

"WHAT?! I can't just leave you here with this witch." Twilight protested.

"We don't have a choice, just be ready to run." he explained.

"NO! I'm not leaving you. We stand together." She shot back at him.

Just as Queen Chrysalis ordered her changelings to take them. Twilight erected a large force field around herself and her brother.

The changelings slammed and rammed it repeatedly.

"This won't hold them for long." Twilight said as she struggled to hold the field.

"There has to be something we can do. Think Shiny Think." He said to himself.

The situation looked rather hopeless. The forcefield was beginning to crack. Shining Armor reinforced it with his own spell, but it would also eventually fail do to the physical onslaught the changelings were doing to it.

Eventually, both unicorns faltered from exhaustion, and Queen Chrysalis and her changelings inched forward.

"Now you're both MINE!" She cackled.

But from the distance, something caught all of their attention.

A loud honking noise could be heard, and a large red object on wheels was barreling towards their direction.

The object then screeched to a halt between the changelings and the unicorn siblings.

To the astonishment of everyone present, it began to shift it's pieces around like a puzzle, changing it's form. Not long after, it had transformed into a giant bi-pedal metal humanoid figure.

The giant looked at the unicorn pair, the one that obviously is female had a desperate look in her eyes. The look of someone who was pleading for help. The other creature, the insect like one, had the green eyes of greed, powerlust, and bloodlust. Then the little purple equine said something.

"Help us, PLEASE!"

Optimus was slightly surprised. He had never encountered sentient equines before. They must be the dominant species of this world.

"I said capture them now, do not be distracted by this metal giant." Chrysalis ordered her changelings.

"I do not know who you are, or why you are attacking these innocent lifeforms, but I will not allow you to harm them." Optimus said in his stern tone. "Leave them in peace, or there will be..... Retaliation."

Optimus activates his faceplate as it covers his mouth.

"Is that so? Well then, We'll just have to destroy you then. For I am Queen Chrysalis, the ruler of the changelings, and no one defies me. Go fourth my changelings. Turn him into scrap metal."

The changelings swooped forward, as Optimus readied himself.

BAM! POW! With a mighty swing of his fists, many changelings were sent crashing to the ground.

Both Twilight Sparkle, and Shining Armor couldn't believe what they were seeing. This giant metal creature came out of nowhere, and now it's protecting them from the changelings. Twilight immediately realized this must be one of Bumblebee's friends. Shining Armor, however, was still in the dark of that whole situation. He has no idea what's going on.

As more changelings begin to swarm around Optimus, Autobot leader then spreads his arms apart, and in one swift motion, slams his hands together in a massive hard clap. The ensuing shockwave sends the changelings flying out of control in mulitple directions as they crash into the ground and the trees.

"So you defeated my swarm. Very impressive. But now you face the Queen!"

Chrysalis envelops herself in a green light, then in the wake, she had turned herself into a giant black praying mantis roughly the same size as the Autobot leader. She still had her crooked changeling horn on her head.

Optimus sees this, and turns both his hands into his blades.

"Now fall!" The queen yelled as she charged towards the Prime.

She lashes with her pincers at the Autobot, as Optimus parries with his blade, and returns the attack. Optimus Prime swings his blade as Chrysalis catches it, only for him to do a spin, and roundhouse kick her in the chest. Chrysalis steps back, and swings another pincer at him, as Optimus clashes blades with it.

Twilight and Shining Armor were at a loss of words. This giant stranger that saved them is clearly a formidable warrior. Seeing them battle was almost like an elegant dance, yet this was a fight for their lives. Optimus was all over the place, Chrysalis was barely able to touch him, as he countered all of her physical attacks.

Then Chrysalis fires an energy blast from her horn at Optimus, who didn't have time to react. Right when the blast was about to hit him. A purple force bubble blocked the shot.

Optimus looked down to see the purple little equine was using her horn to protect him. He nodded to her in approval, as he began to advance towards Chrysalis again.

"Who are you? Why do you fight me." The Queen demanded.

"My name, is Optimus Prime! And I will protect the innocent when ever they are in need of aid." He replied.

Hearing this, Twilight gained an admiration for this robot.

Suddenly, several blasts of energy struck Optimus in his back, as he fell down. A number of Changelings had recovered and were firing magical bots at him.

"So, then, Optimus Prime, now you're finished." Chrysalis said as she was about to bring her pincer down on his head.

"No!" Twilight shouted.

But Chrysalis was interrupted by several blasts of energy that hit her side. She turned around to see, several other metal giants now running towards them, firing shots of blasts from their arms. Behind them several ponies were also running towards the area. Twilight immediately recognized them as Pinkie Pie, Applejack, Rarity, and Rainbow Dash.

As the Autobots got closer, Arcee immediately transformed into her vehicle mode, and charged in front of the others.

Queen Chrysalis immediately changed back into her original form, to make herself a smaller target.

"My children, retreat. You haven't heard the last of me Twilight Sparkle, or you Optimus Prime! I will have my revenge!"

With that statement, Chrysalis immediately flew off with the rest of the swarm following her.

After seeing the attackers fly off, The Autobots and ponies quickly run up to Optimus.

"Optimus, are you alright?" Arcee asked.

"I will survive Arcee." he replied. He then retracts his faceplate, as his mouth is once again visible.

The bots gave a sigh of relief as Optimus stands back up, seemingly unscathed.

"I see each of you has made contact with the locals." Optimus said as he looks at the ponies, who in turn were staring at Optimus in awe.

He then turns his attention towards Twilight Sparkle and Shining Armor.

"Are you hurt? Do either of you require medical attention?" He asked the pair.

"We're quite fine sir. And thank you, you saved our lives. We're in your debt." Twilight happily said to the Prime. "My name it Twilight Sparkle, and this is my brother, Shining Armor, the others, they're my friends."

"Hi I'm Pinkie Pie"

"The one and only Rainbow Dash"

"Rarity, it's a pleasure"

"Name's Applejack."

"And these are my Autobot companions." Optimus said as he point to the others.

"Call me Arcee"

"I'm Bulkhead"

"Smokescreen, at your service"

"Wheeljack"

"And I, am Optimus Prime"

Shining Armor then questions Twilight about what's going on.

"Twily, what are you doing here in the forest in the first place? Spike told me you were investigating some sort of meteor crash, but from what I can see, these guys aren't meteors."

"You're right BBBFF."

"BBBFF?" Arcee questioned.

"Big Brother Best Friend Forever."

"huh..."

"You see Bro, What fell out of the sky, wasn't a meteor, but an alien robot. His name is Bumblebee, and these other Autobots, I think that's what they're called, are his friends. They came to this world by accident. They just want to find their friend, and we were simply helping them."

Shining Armor was at a loss of words. Aliens? He couldn't process that through is mind, yet here they are, standing in front of him. At least they're friendly.

"I see." he replied.

"Bumblebee? You know of his whereabouts?" Optmus asked.

"yes sir, he's with our friend Fluttershy, she's been taking care of him, and tending his wounds. He'll be just fine." Twilight answered him.

"It is clear you had Bumblebee's best intentions at heart. Thank you, Twilight Sparkle. It appears I too, owe you a debt of honor."

Hearing this, Twilight blushed. It wasn't every day she would receive a compliment from an alien lifeform, especially one with such honor and integrity. She began to respect Optimus even more.

"Sir, I thank you for saving my life, and my sister's. I was once Captain of the Royal guard in Celestia's army. But now I'm the Prince of the Crystal Empire north of here. I would like to welcome you to our land of Equestria." Shining Armor saluted Optimus.

"Thank you, young Prince." Optimus replied as he returns the salute.

"I have to write a letter to Princess Celestia about this." Twilight said.

"Yeah, except Spike isn't here to send it. He's back in the library, remember?" Rainbow Dash reminded her.

"Oh right. Well plan B. Let's meet up with Fluttershy, and Bumblebee. Then let's head to Canterlot to meet Princess Celestia."

"Sounds fine to me." Pinkie Pie said in her chipper tone.

"Good Idea, Cadence is currently there too." Shining Armor added. "We wanted to surprise you with our visit this week, but you're the one who gave me a huge surprise instead by making contact with Aliens."

Then it's settled. Let's retrieve Fluttershy and Bee, and go to Canterlot."

"Perhaps meeting the ruler of this world will greatly be benificial to us. Let us meet this Princess Celestia. Perhaps she can aid us in finding a way for us to return home." Optimus said. "Autobots Transform, and ROLL OUT!"

Chapter 6

As Bumblebee and Fluttershy continue to sit outside of her house, and wait for the others to return from the Everfree forest, Fluttershy's animal friends have joined in on the impromptu tea party she had put together.

"Would you like some tea Bumblebee?" the pegasus asked.

Bumblebee responded with his electronic whirls.

"Oh, right, no mouth." She replied.

He gave another response to her.

"And you don't eat or drink?" Fluttershy asked, "Then how do you survive?"

Bumblebee gave an answer with his robotic voice.

"Fuel up on Energon? What's Energon?"

Just as the two conversed, Bumblebee then sees several vehicles approaching them. He immediately recognized them as the rest of his team, and riding inside of them were the rest of the ponies, plus a male unicorn he hid from earlier. Rainbow Dash, however, still preferred to fly on her own.

As the ponies exit the vehicles, they transform into robot mode, giving Fluttershy quite the shock.

"BEE! There you are!" Bulkhead happily yelled, as he walked towards his friend. "You're playing with animals? Heh, you're getting soft." The Wrecker then gives a light chuckle.

"EEEP!!!" Bulkhead heard a high pitched squeal coming from next to him.

"Um, Hey..." Bulkhead meekly greeted the pegasus and waved at her.

Bumblebee quickly spoke to Fluttershy in his electronic voice.

"Oh, he's one of your friends? I see.... Well, he's very.... um, big..." She nervously said.

"FLUTTERSHY!" The rest of the ponies called to her. As Fluttershy ran up and hugged all of them.

"Oh, girls, you're ok! I was so worried. I was afraid the monsters from the Everfree Forest got you all."

"Fluttershy," Twilight Sparkle said to her, "I want to introduce you to our newest friends, This is Optimus Prime, and the Autobots."

She pointed to a large red and blue robot that was taller than the rest. Fluttershy was shivering at the shear sight and size of it.

Optimus then kneeled down, and addressed the timid pegasus.

"Hello, you must be Fluttershy, As your friend Twilight stated, My name is Optimus Prime. I wish to thank you for your care of one of my fellow Autobots. It is clear that you may have saved his life. Do not be frightened, I know our appearance, can be rather imposing, but I assure you, we Autobots mean you no harm."

Fluttershy, seeing the look in his eyes, and the gentle tone of his voice, understood, this alien visitor is indeed friendly.

"For a big scary monster, you're very nice." She replied.

"She's a cute one." Smokescreen said as he greeted Fluttershy. "I'm Smokescreen, warrior in training, and newest recruit to Team Prime."

"Team Prime?" Pinkie Pie asked, "Are you guys superheroes? Because that would be the greatest thing ever."

"Well, not exactly," Arcee answered. "We may fight bad guys, but we're more like soldiers than anything else."

"That still makes you cool from my point of view." Rainbow Dash replied as she flies and the air and does several loops.

"Well, I'm still 20% cooler."

"Keep telling yourself that kid." Arcee smirked. "Why do I always deal with the brash ones?"

"Well, now that everypony's here..." Twilight began to say.

"Everypony?" Wheeljack interrupted.

"Yes, that phrase is a part of our every day language, is something wrong?" Twilight asked.

"Whatever." He scoffed.

"So rude..." Rarity muttered, still disapproving of the Wrecker's mannerisms.

"As I was saying, We need to head to Canterlot. Since Spike's not here, I won't be able to reach Princess Celestia, and under such short notice, I need to let her know about our visitors. Also, we have another pressing matter to discuss. Shining Armor and I were attacked by the changelings. Queen Chrysalis is back."

"WHAT?!" Fluttershy shrieked.

"That's right sugarcube, why if it weren't for Optimus here, they probably woulda' bought it." Applejack explained. "The big lug really pulled through."

"That's terrible! We have to let Princess Celestia know about this." Fluttershy said. "I'm so glad you and Shining Armor are ok Twilight."

She then gives her unicorn friend a hug, as she cries into her shoulder.

"I'm fine Fluttershy." Twilight reassured her.

"Commander Prime," Shining Armor addressed the Autobot leader, "I am at your service."

"At ease, young one. Let us go to this capital of yours and meet the ruler of this world." Optimus said to the others.

"Yes sir!" Shining Armor saluted.

Twilight Sparkle couldn't help but laugh, it's clear her brother had found a hero, though she herself couldn't help but admire the Autobot leader. He risked his own life to save them after all.

"Canterlot is up that mountain side. You can see the castle from here." She pointed.

" *whistles* Nice place." Smokescreen said as he looks at the capital.

"Well, what are waiting for? ROAD TRIP!!!!!" Pinkie Pie chimed in.

"She's a lot of fun Bee, I kinda like her." Smokescreen said to the scout.

"We usually take the train, but since you guys are already vehicles, there's no point." Rainbow Dash said, as she rides Arcee's motorcycle mode.

The group had already made their way up the mountain side towards the capital, with the ponies riding in the Autobots. Pinkie Pie in Smokescreen, Applejack in Bulkhead, Rarity in Wheeljack, Fluttershy in Bumblebee, Rainbow Dash on Arcee, and Twilight and Shining Armor in Optimus.

"Thought you wanted fly kid." Arcee addressed the pegasus.

"Normally yeah, but Canterlot is a bit of a trek, so I'll let you do the speeding. Say, you're pretty fast. We need to race sometime." Rainbow Dash replied.

"I normally enjoy a good drive when I'm not being shot at by Cons." Arcee told her new companion.

"Hooo doggie!" Applejack said as she sat in Bulkhead's passenger seat, "You look like yer as tough as an Ox."

"It comes with the job." Bulkhead replied. "I'm kinda the team's big bruiser."

"Somepony with yer size and strength can really be a big help on the farm. Whatdaya say?"

"Maybe." Bulkhead answered. "I know a few things about working labor. It's my former job before I became a soldier."

"Ugh, Really now Wheeljack," Rarity complained, "Must you be so bumpy? A lady should never be treated in such a rough manner ."

"Stop being a backseat driver, and let me do my thing." Wheeljack responded. "Besides, where's the fun if everything's so smooth all the time...."

Rarity merely rolled her eyes again at his comment.

"Why am I stuck with the ruffian?" she thought to herself.

It wasn't long before the group reached Canterlot, as they drove through the streets. Many of the ponies were dumbstruck at these, self propelled vehicles. Everywhere they drove, many of them stared, others were curious, some were frightened, others thought it was some traveling show.

Bumblebee beeped and blipped to Optimus.

"Indeed Bumblebee, it appears that motorized vehicles are scarce on this world, to the point of non-existant." Optimus replied.

"So no matter what form we are, we stick out like sore thumbs. Great." Arcee muttered.

"Regardless, everyone maintain vehicular form until further notice. It is best we do not alarm the population." Optimus ordered.

Soon they reached the castle's main gate. The guard standing in front were alarmed at the appearance of several unidentified vehicles that had stopped in front of them. As Optimus' doors open, both Shining Armor and Twilight Sparkle hopped out.

"Long time no see fellas." Shining Armor greeted his old comrades.

"Captain Armor, SIR!" The guard saluted. "It's good to have you back. Your wife is waiting for you inside."

"At ease boys. My sister and her friends are here to see Princess Celestia, oh and these vehicles are to come into the castle courtyard with us."

"Sir?" The guard asked.

"Long story, but it's urgent." Shining Armor answered.

"Yes sir, I'll inform Princess Celestia, Princess Luna, and Princess Cadence of your arrival as well as the bearers of the elements." The guard said as he opened the gate and allowed passage through.

"Thanks guys." Shining Armor replied.

"Now that's settled, let's get going." Twilight said to her brother.

The pair then head back to Optimus and climb in his doors.

"This way, Captain Armor, and Ms. Sparkle." The guard pointed as the vehicles enter the castle gates.

Now that they were inside, and no other guards were around, Twilight gave the signal as all the ponies exit their Autobot companion. The Autobots then transform into robot mode.

"It's right this way Optimus." Twilight pointed as they approach the main throne room gate.

"Princess Celestia and Luna must be inside. I wonder if Cadence is there to." She wondered.

"Let us go in first, Commander Prime." Shining Armor said, "then when everything is settled, we'll call for you."

"Understood." Optimus responded.

Twilight Sparkle gave a deep breath, and opened the main doors.

As Shining Armor and the Mane 6 enter the room, Princess Celestia can bee seen sitting on her throne, while Luna was looking out the window and Cadence speaking with a number of guards.

"Twilight Sparkle, Shining Armor, and all of your dear friends." Princess Celestia greeted, "Such a pleasant surprise to see you all here."

"Princess Celestia!" Twilight happily called to her teacher, as Celestia descends from her throne, and with her wings, gives her young student a hug.

"Greeting Twilight," Luna also responded, "It is always a pleasure to see you, and your wonderful friends again."

"Thank you Princess Luna. I'm happy to see you too." She smiled at the night princess.

The rest of the Mane 6 bow, as Cadence greets her husband.

"Well, took you long enough to get back here." She teased.

"Well you know me, couldn't stay out of trouble." He teased back.

"You know you spoiled the surprise right?" Cadence said to her husband.

"Couldn't be helped right now. We have something important to discuss actually." Shining Armor, now back in serious mode.

"Is something wrong?" Cadence now asked with concern.

"I'll let Twily do the talking."

"Princess Cadence!" Twilight happily galloped to her sister in law and former foal sitter.

"SUNSHINE SUNSHINE LADY BUGS AWAKE, CLAP YOUR HOOVES AND DO A LITTLE SHAKE!" The two mares sang and danced in unison.

"I'm so happy we can see again so soon Twilight, but Shining Armor said something came up. Is there something wrong?" The young princess asked.

"Well, kind of yes, and kind of no." Twilight responded, confusing the three alicorn princesses.

"What's bothering you? It's alright, you can tell me anything." Celestia reassured her.

"Well, I'm sure that everypony already knows about the supposed meteor crash that happened close to the Everfree Forest this morning right? I mean it's all over the Foal Free Press as I noticed while traveling here."

"Yes, of course." Princess Celestia responded.

"Well, what fell out of the sky, wasn't exactly, meteors...."

Confused, and now concerned, Princess Celestia became greatly curious.

"It wasn't a meteor? Well, if that isn't the case, what exactly fell?" The princess asked.

"Ho boy..." Twilight Sparkle nervously said.

"You can do it Twi." Applejack reassured her. "Princess Celestia will understand."

"Well here goes, I think it's better to show you." Twilight answered. "Rainbow Dash, let them in."

"Got it Twilight!" Rainbow Dash said as she zipped towards the main doors.

"What's going on?" Cadence asked in confusion.

Not before long, Rainbow Dash reappeared from behind the doors as she opened them, and then loud footsteps could be heard, as several giant figures approach the room. The three princesses and guards present gasped, and looked in awe at these metal titans.

"Um Princess, please don't be alarmed. They're friendly. You see, we made contact with aliens." Twilight explained.

"Oh, my." Celestia responded, completely dumbfounded.

The large red one then kneeled down in front of the Sun Princess.

"Greetings, My name is Optimus Prime, we are Autonomous Robotic Lifeforms from the planet Cybertron. It is an honor to meet the head of royalty of this world. These are the rest of my companions... Arcee, Bulkhead, Bumblebee, Smokescreen, and Wheeljack."

"Please," Celestia responded, "The honor's all mine. I am Princess Celestia, co-ruler of Equestria. This is my sister, Luna, and the lovely young one is Princess Cadence, ruler of the Crystal Empire. It isn't everyday that I get to meet a being from another world. Please make yourselves comfortable."

"Don't mind if I do." Wheeljack said, as Arcee elbows him in his midsection.

"You're in the presence of royalty, Jackie Boy. Show a little restraint." She hissed at him.

"I thank you for the hospitality, your majesty." Optimus replied.

"So how is it you came to our world of Equestria?" Princess Celestia asked.

"That's something maybe I can explain." Twilight added. "You see, there was a magical mishap."

"Magical mishap?" Celestia said, with a raised brow.

Twilight immediately sank her head low with a nervous grin on her face.

"Twilight, did you perform an advanced spell you couldn't control?"

"Well...."

"Princess Celestia, please, it wasn't Twilight's fault. It was mine!" A familiar squeaky voice shouted across the room.

Rarity immediately recognized it.

"SWEETIE BELLE?! What are you doing here?" Rarity shouted to her sister, who is joined by Spike standing behind her.

"SPIKE!" Twilight called out.

"Is that, a talking lizard?" Wheeljack asked.

"I've seen weirder." Arcee added.

"Looks like tiny Predacon." Bulkhead explained. "but organic."

"Well, we are in a world of sentient Equines." Smokescreen chimed in. "Guess we should get used to talking animals."

"Well, we kinda took Twilight's balloon and followed those weird looking vehicles that we saw heading towards Canterlot." Sweetie Belle explained, to Twilight's horror.

"You did what?!" Twilight said in shock. "That was extremely dangerous! Hot air balloons are not a filly's toy."

"It's ok Twilight," Spike said, "I know how to work one. I've seen you do it like a million times already."

"Still, I told you two to wait for me back at the library."

"Please don't be mad, we were just worried about you when you never came back." The young dragon responded.

"So these guys are aliens. That's so cool!" Sweetie Belle beamed as she ran up to the Bots.

"Vehicles?" Luna asked.

"Well, we Cybertronians have vehicle modes." Arcee explained. "We use it not only for locomotion, but sometimes, disguise as well."

Arcee, Bulkhead, and Bumblebee then demonstrated by transforming into their V-modes.

The Princesses looked on in wonder. Sweetie Belle and Spike where mesmerized by it.

The bots then transform back, as Princess Celestia begins to chuckle lightly.

"Certainly convenient, when one is their own form of transportation." Luna joked.

"Yeah, you probably don't have to worry about paying for train tickets for the rest of your life." Rainbow Dash added as she giggled. Pinkie Pie and Cadence couldn't help but laugh at the comment as well.

"So what happened? How did these beings come to Equestria?" Cadence finally asked.

"Well, I kinda did something with magic that I couldn't control. It opened up some kinda portal that brought these guys here from a different world." Sweetie Belle explained, with her head hung low while staring at the ground.

"Young Sweetie Belle, what you did was a very dangerous and irresponsible thing. You could have seriously hurt yourself, or brought something far nastier to our world." Celestia said in a stern voice to the filly.

"I'm sorry, i promise I won't do it again." Sweetie said.

"Please, don't blame her, She's still young. If anypony is to blame, it was me. Ever since I found that strange blue crystal."

"Blue Crystal?" Smokescreen questioned.

"Yes, this crystal apparently enhances, and intensifies our unicorn magic." Rarity explained.

"Intensifies magic?" Shining Armor asked, "That sounds dangerous."

"Indeed Shining Armor." Celestia added, "Where did you find it Rarity?"

"On a mountain range right outside of Ponyville."

"This is most disturbing. If a crystal can intensify magic without the user's control, it can seriously hurt some pony. And if an entire mountain is full of these gems, it can be diasasterous. We must quarantine the area for everypony's safety." Celestia explained.

"So what does this gem look like?" Cadence asked.

"I got it right here." Spike said as he pulls out the fragment.

All of the Autobots gasp as they see the crystal.

"You gotta be kidding me!" Bulkhead said in surprise, "On this world?"

"You guys know what this is?" Twilight asked in surprise.

"Twilight, the crystal your young friend Spike has in his possession, is no ordinary gem, it is called Energon. It is our fuel, and lifeblood. It is what sustains us. Without it, we Cybertronians cannot survive."

"That's Energon? I heard Bumblebee mention it to me earlier." Fluttershy said, as Bee blipped and bleeped at her.

"So you eat those things? They don't look very yummy." Pinkie Pie said while sticking her tongue out.

"That's a raw Energon crystal, and highly unstable in this form. Keep it away from heat or any electricity, or else, BOOM!" Wheeljack said.

"You mean it'll explode?" Spike shrieked as he drops it on the ground as the rest of the ponies back away as they hear what it will do.

"Do not worry, you are not in any imminent danger." Optimus said as he picks up the Energon. "Once processed into stable Energon Cubes, or in liquid form, it will become useable as the fuel we need to survive."

"Good thing I got an Energon processing kit back at the Jackhammer, or we'd be in some serious trouble." Wheeljack said.

"Indeed." Optimus replied.

"So, that entire mountain could explode, like a volcano?" Rarity asked in concern.

"I wouldn't worry about it. If it's coated in rock, your town should be fine." Bulkhead reassured her.

"Well, since you are here on our world, I must ask, what do you seek?" Princess Luna asked.

"Only aid, in our return back to our world." Optimus answered.

"This Cybertron place?" The night princess asked again.

"Unfortunately, we cannot return to Cybertron. Our home planet was rendered uninhabitable due to eons of Civil War."

"War? How terrible." Cadence said.

"Why where you fighting a war?" Twilight asked.

"It was to stop a power hungry individual and his followers from plunging our world into darkness. One who I once trusted, and considered a brother.... Megatron. Megatron, and his followers, calling themselves, Decepticons, wished to conquer Cybertron and rule with oppression, and tyranny. To oppose this threat, The Autobots were formed. I am the leader of the Autobots. My team and I have fought Megatron and the Deceptcons for may millenia. The fighting was fierce, until one day, the very core of our world was infected by the darkness. Soon, our world stopped it's production of life giving Energon, and died. We were forced to take an Exodus through space.

We eventually came across a new planet called Earth. The planet was seeded with Energon from the early days of the war. Both sides began shipping Energon off of Cybertron. That is perhaps how your world has Energon deposits as well. We mainly live on this new world as robots in disguse, as we do not wish to cause a panic to the indigenous lifeforms that are not familiar with extraterrestials. Unfortunately, The Decepticons had also found Earth, and are now focusing on it's conquest. Megatron will stop at nothing to take the world by force. He is merciless, and evil. I pray that you will never have to face the Lord of the Decepticons."

"That's terrible." Twilight said, with tears in her eyes as she listened to their plight. "To lose your home like that. I could never imagine losing Ponyville, let alone all of Equestria."

"Let us hope you will never have to experience such a thing." Optimus said.

"So, you're not staying with us?" Pinkie Pie sadly asked.

"I am afraid we cannot." Optimus answered the pink pony.

"But, you're all my new friends, I don't wanna see you go."

"So ancient aliens came to our world before and put this Energon stuff here? Wicked!" Spike said with a smile.

"I am sorry Pinkie Pie, but we must return to Earth. I fear for the planet's safety. Our absence will only assure Megatron's victory. The inhabitants of Earth do not deserve to be subjugated by the Decepticons."

"I understand Optimus Prime," Princess Celestia responded. "We will aid you however we can."

"I thank you, your highness."

Hearing Optimus' selflessness once again made Twilight Sparkle admire the Autobot leader.

"There's one more thing I need to report Princess Celestia." Shining Armor said. "Queen Chrysalis and her Changelings have returned. Twily and I were attacked in the Everfree Forest."

Princess Celestia gasps at the news.

"Oh no, are you two alright? You're not hurt are you?" The sun princess asked.

Hearing this, Cadence immediately embraces both her husband and Twilight.

"We're fine. It was Optimus who saved us." Twilight explained.

All eyes were now on the Autobot leader.

"Optimus Prime, you have done us a great service. I cannot thank you enough for saving them. I consider both Shining Armor and Twilight Sparkle like family to me. Words alone cannot express my gratitude fully." Princess Celestia thanked.

"I was merely doing my duty. We Autobots protect and defend the innocent."

"Then please, let me make an announcement to our kingdom. I wish to give you the welcome you deserve during your stay."

Princess Celestia said with a smile on her face.

"Whoa, you mean all out in public?" Bulkhead asked.

"Isn't Autobot rule number one on alien worlds is to keep a low profile?" Smokescreen added.

"Are you sure this is a good idea? We don't want to start a panic among your people." Arcee explained.

"Oh nonsense, you are our most honored guests. I can't have true heroes living in the shadows." Celestia replied.

"INDEED LET US ANNOUNCE THE ARRIVAL OF OUR NEWEST FRIENDS FROM BEYOND THE STARS AND CELEBRATE WITH A GREAT FEAST!" Luna shouted in the traditional royal Canterlot voice.

The Bots and other ponies just stared at her.

"My apologies." Luna said while blushing.

"That was awesome! I Can't WAIT to tell Apple Bloom and Scootaloo. ALIENS!" Sweetie Belle happily squeaked.

"As for the Changelings, I will send patrols out to keep our citizens safe." Celestia said to the others.

Far on the other side of the Badlands, A dark castle sits on a mountain. This was none other than the home of Queen Chrysalis, as this area was changeling kingdom.

"Curse that Twilight Sparkle, and that metal freak for ruining my plans to take Canterlot. I will rule Equestia one way or another." She fumed.

Suddently, a loud thunderous sound could be heard, followed by the entire castle shaking violently.

"What's going on?" Chrysalis yelled, as her changeling guard reported to her.

"My Queen, it appears that some large object fell from the heavens, and has crashed by the cliff side near the castle." The guard said.

"Hmm, let us investigate then."

As Queen Chrysalis, and a number of her minions head towards the area, they see something lying at the top of the cliff. Something alien, and something BIG.

"Well now," Queen Chrysalis smirked, "I believe we have some new neighbors."

Chapter 7

It's been nearly twenty four hours since Optimus Prime and the other Autobots disappeared while investigating the strange portal that appeared over the base. Ratchet had not rested, or even moved from the computer monitors since the incident. He was glued to the screen, trying to find something, ANYTHING that could bring Optimus and the others back.

As for Jack, Miko, and Raf, they too hadn't stopped worrying about their lost Autobot friends.

"So tell me doc bot," Agent Fowler said while losing his patience, "How, in UNCLE SAM'S BEARD have you not found them yet? I thought you're the smart one of the group."

Ratchet was at his processor's end. "For The LAST Time Agent Fowler! We DON'T KNOW WHAT HAPPENED! I'm still tracing some of the residual energy from the vortex, but it's an energy I've never seen before!"

"Are you sure the Cons don't have anything to do with this?" Fowler asked.

"That's the other weird thing Agent Fowler," Jack Answered. "There's been no sign of ANY Decepticon activity since it happened. It's like they just left."

"WHO CARES ABOUT THE CONS!" Miko cried, as she was in tears. "I JUST WANT BULK AND THE OTHERS BACK! For All we know they could be suffering!"

Hearing this, deeply upset the others, as Fowler, Jack, Raf, and Ratchet looked on with concern.

The Autobot weren't exactly suffering, but they were indeed in a rather awkward position. For as long as they've been on Earth, they had alwasys been robots in disguise. This however, felt out of their element. Princess Celestia had called for a grand public announcement at Canterlot. The citizens gathered from all around Equestria were too busy gawking at the Autobots and not really paying any attention to Princess Celestia's welcome speech.

"Do not think of them as other worldly beings! But as Honored Guests. Treat then as you would any other po..."

Celestia corrected herself. "Citizen! This is to be considered a Glorious moment for not just Canterlot, But for All of Equestria! Please I would like you to welcome our newest friends, It is My great honor to Introduce OPTIMUS PRIME AND HIS FAITHFUL AUTOBOTS!"

There was a round of Cheering. Optimus did feel very humbled by this welcome. But he knew that coexisting with these new being was going to very difficult. However Twilight's warm smile did sooth his worries somewhat.

"Well, so much for discreet." Arcee said as Smokescreen and Bumblebee began waving to the crowd.

"Doesn't seem so bad." Smokescreen added as he smiled and waved.

"Of course!" Pinkie Pie said, as she sat on his shoulder, "Everypony's very happy to meet you, and they can't wait to be your friend!"

"I still don't know if this is a good idea." Bulkhead said to Optimus, "We've always been keeping a low profile as not to cause a panic."

"I understand and have noted your concern Bulkhead," Optimus replied, "But these ponies seem less supersticious and more accepting than humankind. Perhaps it is for the best."

As the bots continue to converse, Wheeljack then sees Sweetie Belle, the little unicorn filly from before run up to him. Behind her, two other young ponies around the same age range as her followed. One was a yellow filly with a red mane, and a bow in her hair, the other was a short maned orange pegasus. As they run up the the Wrecker, he can clearly see the huge smiles on their faces.

"See?! I told you, ALIENS!" Sweetie Belle beamed. "Hi Wheeljack, remember me? I'm Rarity's little sister. These are my two friends, Apple Bloom, and Scootaloo. WE'RE THE CUTIE MARK CRUSADERS!"

"Umm, yeah..." Wheeljack responded, slightly annoyed.

"I think you're the coolest looking alien out of all of them." Sweetie Belle added, "and it looks like you already know Rarity pretty well."

"We're not exactly friends." Wheeljack said to the filly.

"I heard you can turn into a motor vehicle!" Scootaloo said, "How fast can you go?"

"Yeah," Apple Bloom added, "Can ya do stunts and tricks?"

Wheeljack simply rolled his optics and sighed.

As Shining Armor stood next to Optimus, he was wearing his traditional red uniform. Identical to the outfit he wore during his wedding. As he stood proudly next to the Autobot leader, and his sister, Rainbow Dash began to giggle. Shortly afterwards, so did Princess Cadence.

"You noticed it too huh Princess?" Rainbow Dash asked, as she tried to hold back her laughter.

"Ooooh, yeah." Cadence smirked.

"What's so funny you two?" Shining Armor asked.

"NOTHING!" Both Dash and Cadence answered in unison, still snickering.

Twilight Sparkle then noticed their chuckling, looked at Optimus, then at her brother, then at the Autobot leader again, then her BBBFF again. Finally she got what her sister in law, and one of her best friends found so amusing. The colors, the red torso, the blue helmeted head of Optimus, and Shining Armor's mane. The white colored legs. The two of them looked almost alike, though one's a giant robot, and the other's a unicorn. Soon, Twilight began joining in on the joke, as Shining Armor, still clueless as ever, looked on in confusion.

The Nemesis

"Dreadwing!" Megatron called to his second in command, "Damage report."

"All of our engines are off line, and our weapon systems are non-functional Lord Megatron." Dreadwing responded.

Megatron was furious. His ship had crash landed in parts unknown, and is currently crippled. It would make him and the other Decepticons sitting ducks should the Autobots, or human military attack at this very moment.

"Get the ship airborn immediately. Use what ever means neccessary!" Megatron ordered.

At that moment, Soundwave, and Knockout both entered the main bridge.

"Lord Megatron," Knockout bowed before his master, "Soundwave and I have discovered a rather, disturbing new piece of information regarding our current predicament."

"Yes, what is it Knockout?" Megatron asked in an annoyed tone, clearly not happy to receive more bad news.

Soundwave then plugs one of his tentacles into a computer terminal.

"It appears, that we are no longer on Earth, my liege." Knockout said, with a hint of fear in his voice.

He wasn't sure how Megatron would react.

"WHAT?" Megatron fumed. "If we are no longer on Earth, WHERE IN THE PITS OF KAON ARE WE KNOCKOUT??!!"

"According to Soundwave's readings, it appears we are in some uncharted organic planet, within the Horse Head Nebula." Knockout answered.

This was news, Megatron did NOT want to hear.

"Are you telling me, that I am denied my destiny of ultimate victory....because of some twist of fate that has us trapped on some PRIMUS FORSAKEN BACKWATER PLANET?!" Megatron was about to blow a gasket. "Find a way to get us back, NOW! Repair the engines, and plot a course back to Earth!"

"That may not be so simple my lord." Knockout responded.

"And why, pray tell, would that be?" Megatron asked.

"Even if we can get the engines back on line, it will take at least several days. And our shear distance from here, to Earth, would take us at least seven centuries to return."

"Find a way to fix this mess, NOW Knockout, or you will regret the day you ever came online!" Megatron fumed.

"Y...Yes, Lord Megatron." Knockout responded with fear, as he hurriedly left the bridge.

"Soundwave, prepare to assist the repair crews." The Decepticon leader ordered, as Soundwave simply nodded.

Suddenly, Soundwave's visor picked up a blip, then several more, then even more appeared.

"My lord," Dreadwing asked, "What is Soundwave detecting?"

"It appears, we have some rather.... unwanted guests, Dreadwing." Megatron replied.

From the dark corridors of the hall, a number of pupilless blue eyes appeared. Many of the Vehicons, and Insecticons drew their blasters at the intruders.

Then a pair of green eyes appeared. The owner of the eyes then stepped into the light. The creature appeared to resemble a horse with a crooked horn, yet had insect like features. It also had a small crown in it's head. The more Megatron noticed the features, the more he realized, this creature is female.

"Nice place you have here," She said in a mock friendly tone, "A bit too high tech for my taste but it's not without it's charm."

Megatron had no idea where this organic filth came from, but he wanted it off of his ship. He then points his fusion cannon at her.

"You'd forgive me if I'd like to keep my ship pest free." Megatron said, as his cannon began to charge.

"Nice toy you have, may I try it out?" the creature said, as she began to envelop herself in a green flash of light.

However, to her shock, nothing happened.

"What? Why can't I take your form?"

"My form?" Megatron asked, slightly puzzled.

"Blast! It appears I can't shapeshift into machines. No matter." She said, as she again envelops herself in a green flash.

Standing in her place, was now a giant snake, around the same size as Megatron, yet she still retained her crooked horn on her head.

The Vehicons, and Insecticons took defensive stances, as the rest of the Changelings began to advance towards the Cons. Dreadwing himself readied his cannon, and Soundwave prepared the Resonance Blaster.

"Stand down," Megatron ordered, "I will deal with this organic myself."

Right as Megatron was about to open fire, the giant snake had already jumped forward with lightning speed, surpising the Decepticon leader. Before long, Megatron was already coiled up, as the rest of the Decepticons prepped their weapons, ready to fight the intruders, and free their leader.

"Ha, you're too slow." The snake taunted. "You and your drones will service us."

"Megatron serves NO ONE!" He called out, as he struggles to break free.

"Megatron? Nice name."

She then charged up her horn, and fires a green beam at Megatron's chest. But then, something unexpected happened.

As soon as the magical beam hit Megatron, it immediately caused some sort of strange feedback, and sent the beam straight back to her. She is then struck by her own magic as it backfired, knocking her down, and in another green flash, the snake had turned back to it's original horse-like insect form.

"What happened, why did my magic fail?"

"Magic?" Megatron scoffed, "how utterly pathetic."

As Megatron stood for a moment, he realized what had saved him.

"Ah yes, Dark Energon, the blood of Unicron the Destroyer flows through my veins. It has the ability to raise the dead, and It appears to have some rather, ill effects, on your particular abilities. Your shapeshifting powers, I admit, intrigues me. An organic on par with a Decepticon pretender, or a shifter like the late Makeshift."

Megatron then approaches the creature, as the other changelings converge around her in a defensive stance.

"No please wait!" She pleaded. "I can be of service to you. I was wrong to fight you, please spare me and my children."

"And why should I show you mercy when not but a short time ago, you wished to terminate me?" Megatron said, again pointing his cannon at her.

"Because I can help you. I can be of service!"

"Look around you, organic," Megatron seethed, "I command an army aboard a powerful warship. The last flesh creature who offered his services to me, Silas, I believe his name was, ended in absolute failure. That foolish Human paid the ultimate price, as I do not tolerate failure! What can you possibly offer me?"

"What if I told you, I can help you return to your world."

This caught Megatron's attention.

"And how would you be able to do that?" He asked.

"I can find a spell, in the Canterlot Royal Libraries. I know for fact that such a spell exists. It brought you here to our world in the first place after all. Of course, once you help me defeat Princess Celestia, the ruler of Equestria."

"Equestria? Is that the name of this world?" Megatron asked.

"You are correct, oh gracious Lord Megatron."

"Enough of your groveling. I've heard enough from both Starscream, and Airachnid, two notorious traitors I formerly had in my employ!" Megatron yelled.

"Of course." she responded.

"You will find me this so called, spell, and return us to planet Earth immediately!" Megatron yelled.

"It will not be such an easy task. Canterlot is the capital of Equestria. The royal guard resides there, as well as the two royal sisters themselves. Their magic is great, and the capital heavily guarded. However, with this substance in your posession, Dark Energon was it? It can be used against her abilites as you did with mine. And I also see this ship of yours is quite powerful once fully repaired to it's great potential. You can easily defeat Celestia and her forces, and then I can take the throne for myself. My Changelings and I will thrive, and this world will become my domain as I rule it."

"I do not need YOU to patronize me, organic!" Megatron yelled, as he was clearly losing his patience with this creature.

"Please, call me Queen Chrysalis. I am the ruler of the Changelings." She introduced herself.

"Well, then, Queen Chrysalis," Megatron said, still disgusted at these organic changelings, "Why should I help you conquer this world? When I can easily vaporize you here and now, raid the capital myself, and use this so called spell, to return my Decepticons to Earth?"

"For starters," Chrysalis answered, "You need someone to cast the spell. And since you Decepticons have no magical abilities, you'll need me to do it for you. Second, Celestia has a new ally. An off worlder much like yourself. Very powerful, and made of metal, very much like you and your kind. For all I know, he's probably one of yours."

"And who, in Primus' name would that be?" Megatron asked, now curious.

"He calls himself, Optimus Prime."

Megatron's and Dreadwing's optic widen at the mention of that name. The Vehicons, and Insecticons began to whisper and converse among themselves.

"I see you're familiar with him." Chrysalis responded to the Decepticons' reactions.

"He is my sworn enemy. It is my destiny to terminate him by my two hands!" Megatron yelled. "Optimus? Here? No matter, perhaps fate has been kind to me after all. As I will crush him, and bring glory to the Decepticon cause."

"I too had an encounter with him. He thwarted my plans to kidnap Princess Celestia's prized pupil as a ransom. The ponies have themselves a rather strong bodyguard now."

"Ponies?" Dreadwing asked.

"The dominant species on this world, are sentient ponies." Chrysalis explained.

"How utterly disgusting." Megatron muttered, "All the more reason to leave this place. This world seems to be even more primitive than Earth. It serves no purpose to the Decepticon cause."

"Then help me take Canterlot. Once your forces, cripple the royal guard, Optimus Prime will surely fall soon after if we combine our two armies. Then I will hold up my end of the bargain, and return you to this, Earth, you so desperately wish to see again."

Megatron merely growled, and pondered what Chrysalis just said.

"So, do we have a deal?" Chrysalis asked.

"...... So be it. Better to have a native on my side than against me. Though working with organics is still beneath me." Megatron replied. "But be warned, if I find that you are simply using us and abusing our resources, or if I detect any trace of treachery and deceit, I will not hesitate to make you suffer!" Megatron warned. "Now, begone!"

"As you wish, mighty Lord Megatron. Come my children, let us return to our home. We'll be in touch."

With that, Chrysalis, and her changeling swarm, teleported themselves off the bridge of the Nemesis in numerous green flashes.

"Lord Megatron," Dreadwing asked, "Are you certain this is a good plan of action? I do not trust this Queen Chrysalis."

"Rest assured Dreadwing," Megatron responded, "I trust Chrysalis about as far as I can throw her. I will have Soundwave monitor her activities."

Soundwave nods in agreement.

"Now then, Soundwave, send Laserbeak on reconnaissance. I wish to learn more about this planet before we make our move."

With that, Soundwave's chest plate transforms into a bird like drone, and flies out of the bridge.

About two hours later, Laserbeak returns and re-attaches itself back to Soundwave, who then inserts several of his tendrils into the main computer, as Megatron looked on.

He sees a village full of colorful ponies, as they go on about their lives. Seeing this disgusted Megatron, as he saw no value in these creatures, and seeing their level of technology wasn't even on par with the humans. But something else caught his attention.

"Soundwave, zoom in on that mountain range."

Soundwave did what he was told, and enhanced on the mountain.

There, what the Decepticons saw, greatly caught Megatron's interest.

"Energon, an entire mountain full of Energon!" Dreadwing stated with amazement.

"Perhaps this world does have something worthwhile afterall." Megatron said with an evil grin.

"Knockout," Megatron said into the computer's comlink, "I want all systems fully operational as soon as possible."

Chapter 8

Jasper, Nevada...

It was around late afternoon, as Jack Darby had just finished his shift at KO Drive Through, the fast food joint he works at. He hadn't been able to focus too well at his job, be regardless still did it the best he could anyway.

As he began to walk towards his bicycle, the only other form of transportation before Arcee came into his life, a familiar ambulance pulled up to the parking lot where Jack's bike was resting. It was Ratchet.

But both the driver side door, and passenger door opened, and two people exited. Two people Jack knew, one was Agent Fowler, the other, his mother, June Darby, a nurse.

"Mom? Agent Fowler?" Jack asked in surprised.

"Hi honey, I finished my shift early at the hospital, and decided to come by right as you got off." June replied as she hugged her son. "Are you doing alright? I know this situation has been rough on you all."

"I'll be fine mom, but yeah, I'm still worried about Arcee and the other bots. It's been nearly 3 days now since they disappeared." Jack responded.

"Don't worry son," Agent Fowler said to the teen, "If I know Prime, he's probably doing everything he can to fix this issue, where ever he is."

"Indeed Agent Fowler." Ratchet added, still in vehicle form. "I have no doubt the others are in good hands with Optimus, though it's Wheeljack's brashness, and Smokescreen's inexperience I'm truly worried about. I WILL find them, rest assured."

"Truth be told, I'm worried about Arcee as well." June replied, "Like Jack said, she's become family."

"Mom?" Jack said in surprise.

"What? Oh right, you don't know about this, but Arcee and I have bonded pretty well while you were either at work, or at school. Whenever she would be in the garage and not fighting Decepticons, she and I would sometimes have some 'girl talk'. It's actually really nice to have another woman around to chat with when I'm home by myself." June said, then gave a wink.

Jack simply eyed his mother, with a puzzled look.

"I just hope you can find a way to get them back here soon, Ratchet." Fowler said to the Autobot medic.

"I, will do my best, and I will not give up until they are located." Ratchet said, as the three humans look on at the Autobot.

It has been several days since the Autobots arrived to the world of Equestria, and since then, thanks to Princess Celestia's welcome ceremony at Canterlot, the Autobots have become publically known to the entire kingdom. Princess Celestia had recommended that Optimus and his team stay in the nearby town of Ponyville. While the rest of the Bots accepted the offer, Wheeljack opted to stay with the Jackhammer still deep in the Everfree forest. He claimed it still needed repairs, which he wasn't lying, but at the same time, he wasn't much for crowds. Everywhere the Autobots went, they were hounded by the locals, asking them questions, and treating them like celebrities. As for Optimus himself, he and Twilight Sparkle would make daily trips to the Canterlot Library to research a way for them to return home.

As Smokescreen and Pinkie Pie walked down the street of Ponyville, they began discuss on a party to welcome the Bots to Equestria.

"THIS WILL BE THE BEST PARTY EVER!" Pinkie squealed as she hopped next to Smokescreen, who was playing music from his stereo.

"Sounds like a lot of fun Pinkie. I love parties!" Smokescreen responded. "Well maybe not Optimus, Primes usually don't party."

"Aww, that's sad." Pinkie responded, "But I'm gonna make it extra special, that even Optimus will love it!"

"I'm sure you will." Smokescreen said, "Now let's see what this town has to offer!"

"We'll have Streamers and Cake and...Oh Wait a minute. Do robots eat cake?" Pinkie asked

"No, we kinda don't, sorry." Smokescreen answered.

"OH! Well...I'll see if we have any motor oil!" Pinkie giggled.

"I prefer Energon." Smokescreen responded.

"OKIE DOKIE LOKIE!" Pinkie beamed.

Smokescreen and Pinkie continued down their path to the party supply store, while only a couple of blocks away, Applejack had invited Bulkhead to accompany her to the market place to find some tools, supplies, and fertilizer for the farm. Being that he was one of the biggest, Bulkhead was certainly proving himself quite an inconvinience for all the pony shoppers and merchants.

Every where at the market place you'd hear "YIKES!" or "WATCH IT!" or "CRUNCH" or" MY KART!"

"Oops. Sorry, My Bad, Sorry again!" stammered Bulkhead as he fumbled around clumsily about, trying to stay out of everybody...or pony's way....He was having trouble with the terminology. He had brought a new meaning to his job as an Autobot "Wrecker." Applejack smiled slightly, as it was kind of funny to watch each time Bulkhead had one of his accidents.

"Don't you worry about it partner, They'll get over it. After all, ya didn't mean to do it." Applejack reassured the Wrecker.

The duo stopped by a melon cart and saw an old lady mare checking all the melons.

"Say, some melons would be mighty fine." Applejack said, as she began to tap, poke, and prod at some.

"Uhh, what are you doing AJ?" Bulkhead asked.

"Well You have to be picky this time of year if you want a ripe melon!" Applejack told them.

"Ripe one's are the good ones?" Bulkhead asked.

"There's nothing more tasty then a ripe melon! Well, maybe a ripe Red Delicious Apple, but that's beside the point." Applejack replied.

"How do you know if they're ripe or not?" asked Bulkhead.

"The soft shells!" Applejack answered.

With that Bulkhead picked up the whole cart, gently pressed ALL the melons. But even gently was enough to squash ALL of them. Melon juice sprayed everywhere.

"SAY! These Are ALL Good!" Bulkhead happily stated.

But then he saw the damage he had caused and all the angry stares directed at him.

"Scrap......" Bulkhead muttered. "I am SO DUMB!"

"Aw, don't be so hard on yourself big guy." Applejack reassured him.

After apologizes were made, Bulkhead glumly strode out of the market place with Applejack on his shoulder. Applejack eyed her new friend with sympathy. He didn't mean to cause such a mess. But then Applejack had an idea.

"I Got It!" How's about helping me over at the Farm?"

"Heh, I'll see what I can do AJ." Bulkhead said sheepishly.

Over at the front yard of Carousel Boutique, Arcee was put in a rather strange spot, as Rarity had her wrapped in a tape measure.

She was planning on giving the female Autobot a complete makeover, and a dress, much to Arcee's reluctance.

"Look Rarity is it?" Arcee said to the fashion unicorn, "I'm not exactly a glamour girl."

"Oh but you are so abolutely LOVELY my dear." Rarity responded, which Arcee couldn't help but feel slightly flattered.

"Now then, time for your makeup." The fashionista stated as she began levitating several items such as lipstick, eyeshadow, and powdered blush up to Arcee's face.

"Oh no...." Arcee muttered, as Rarity began applying makeup to her metal face.

Just as Rarity began working her magic, Smokescreen and Pinkie Pie happened to walk by and see the commotion.

"Ha, so what's going on here?" Smokescreen stated, as he watched Arcee's treatment, barely able to contain his laughter.

"Not now kid." Arcee seethed under her breath, as Rarity continued to work.

"Didn't take you for a dressup doll Cee." Smokescreen teased, as Pinkie Pie also giggled.

"If I hear another peep out of you, you'll be the first race car in Equestria with a permanent limp, got that?" Arcee threatened.

"Hey, lighten up, I'm just playing around. I mean, come on, you actually don't look that bad. In fact, you look kinda cute." Smokescreen said.

"You.... think so?" Arcee asked.

"Of course!" Pinkie Pie chimed in. "Your face looks like a parrot exploded on it, then exploded AGAIN!"

At this point, Smokescreen couldn't keep it together anymore, and began having uncontrollable fits of laughter.

"THAT'S IT!" Arcee yelled, "I'm kicking your Tailpipe all they way back to Iacon!"

"You gotta catch me first!" Smokescreen laughed as he transforms into his race car mode, as Pinkie hops into the driver seat, and he roars off.

"Oh who needs them anyway," Rarity said, "Let us continue."

Suddenly, a blue blur zipped by and landed in front of both Rarity and Arcee. Rainbow Dash stood panting in front of the duo.

"Dash?" Arcee asked with concern, "What's wrong?"

"Arcee quick!" Rainbow Dash called out, "There's an emergency, I need your help."

"What kind of emergency?" Rarity asked also with a concerned look on her face.

"No time to explain! Arcee, you gotta come with me, NOW!" Rainbow Dash yelled.

"But, I'm not finished with her makeover." Rarity complained.

"No time, we gotta go!" Rainbow Dash said again as she flies off toward the distance.

"Sorry Rarity, but duty calls." Arcee said as she transforms into her motorcycle form, and speeds off after Dash. "Hang on Dash, I'm right behind you."

After driving several miles out into a wooded area, Arcee sees Rainbow Dash land in an open meadow.

"Ok Dash, what's the emergency?" Arcee asked, as she transforms into robot mode.

"No emergency," Rainbow replied with a smirk on her face, "I just needed to get you away from Rarity. You didn't exactly look like you were having a good time being all dolled up. Believe me, I know that feeling."

Arcee looked at Rainbow Dash with a cocked brow.

"Well, that wasn't very nice." Arcee stated, "Heh, thanks kid. Good to know you have my back." She then smiled at the pony.

"Hey, no problem." Dash said as she flies up to Arcee's eye level. "So now that we're here, you wanna race?"

"I don't have any other plans, sure. Just be warned, I don't think you know what you're in store for." Arcee replied. She then transforms into her vehicle mode.

"That's the spirit." Rainbow Dash said as she readied herself.

"First one back to Ponyville is the winner." Dash said, "Ready, set.....GO!"

They take off at high speeds back towards Ponyville. At first the race had them neck and neck, until Arcee hits her overdrive, and takes the lead.

"Say, you're not bad, but no way you're beating me! I'm the fastest flier in all of Equestria." Rainbow Dash stated, as she suddenly inched forward towards the bot.

"Pretty impressive stuff Dash." Arcee said as she sees Rainbow Dash catch up to her in her side view mirrors. "Petal to the Metal!"

Arcee then shifts into a higher gear, and speeds off again.

"Oh no you don't!" Rainbow Dash says, as she soars over Arcee, then in a massive burst of speed, she jets forward, and suddenly, there seemed like an explosion.

A rainbow colored explosion suddenly propels Rainbow Dash forward with incredible lightning speed, as Arcee suddenly comes to a stop, transforms, and looks up at the sky, her jaw wide open.

Rainbow Dash then lands right next to Arcee, who was still in shock.

"Ha, you should see the look you have on your face right now." Dash laughed.

"How, wha? How did you do that? WHAT WAS THAT?" Arcee asked dumbfounded.

"That, my friend, is the Sonic Rainboom. It's a rainbow colored sonic boom which I'm the only one capable of pulling off. Guess I win. I mean, breaking the sound barrier and all."

"Interesting. I had no idea a flesh being like you can pull off something like that." Arcee said, still amazed at what had transpired.

"Don't take it personally, I trained hard to pull that off. It's not easy." Rainbow Dash explained.

"You're really something kid." Arcee said while smiling. "Your attitude reminds me, of an old friend of mine."

"Oh? who?" Dash asked.

"Cliffjumper. You're kind of like him. Brash, Bold, Confident, and never backed down from any challenge." Arcee explained.

"And like your pink friend, he was quite the chatterbox."

"He sounds really cool. So when do I get to meet him?" Rainbow Dash asked.

Arcee's attitude then changed to that of sadness.

"Are you ok?" Rainbow looked on with concern.

"Sorry, I shouldn't have brought up Cliff. It's a bit of a touchy subject." Arcee answered.

"Why not? Isn't he your friend? It's always a good thing to remember your friends." Rainbow Dash said.

"Something bad happened to him. Starscream happened." Arcee told the pegasus, "Starscream is a dangerous Decepticon, and formerly Megatron's second in command. Cliff was captured by the Cons, and murdered in cold blood by Scream's hands."

Rainbow Dash gasped, then looked at Arcee with sympathetic eyes.

"Oh no, Arcee, I... I'm so sorry to hear about that. And I'm really sorry to bring up a subject that brought you so much pain."

"It's alright kid. I learned sometimes talking about it helps with the recovery of loss." Arcee stated to the pegasus.

Rainbow Dash smiled at her new friend, as they begin to make their way back to Ponyville.

In the outskirts of Ponyville, by Fluttershy's cottage, Bumblebee and Fluttershy were taking a stroll through the meadow.

"Here Bumblebee," Fluttershy said to the bot, "take some of these seeds and sprinkle them over the plain."

Bumblebee replied with his electronic blips, and did as she said. He then sees different types of birds fly down from the trees as they began eating the seeds.

"That's right, eat up my feathered friends." Fluttershy said with a smile.

"Here take these," Fluttershy said, as she places a number of acorns and nuts into Bee's hand.

"Kneel down a bit." She instructed, as Bee did so.

Before he knew it, several squirrels had climbed onto Bumblebee's hand and began to eat the nuts and acorns.

"Aww, I think they like you." Fluttershy said.

Bumblebee blipped and bleeped in his Cybertronian language.

"Of course, Bumblebee." Fluttershy responded to him, "You ARE getting rather good at this. It's always nice to make new friends."

After they had finished feeding Fluttershy's animals, Bumblebee looked at the direction of Ponyville. Ever since he and the others got there, he couldn't help but feel homesick while walking through the small town. It reminded him too much of Jasper, Nevada. Both were rural small towns in a backwater area. He began thinking about Raf, and how worried his human friend must be about him.

"Bumblebee? Are you alright?" Fluttershy's voice broke the Autobot's daze.

Bumblebee responded with his electronic tone.

"Oh, I see, you miss your home, and your friends don't you?"

Bumblebee nodded, with a sad look in his eye.

"Don't worry, I'm sure Twilight will find a way to send you home."

Then Fluttershy had a sad look on her face once she realized what she was saying.

Bumblebee also noticed this too, as he also began to feel a certain sadness. He had become rather close to the pony, much like his bond with Raf, saying goodbye to her will be just as hard.

"Let's not dwell on that right now." Fluttershy said, "And enjoy our time together."

Bumblebee bleeped in agreement.

"So tell me about your friend back home."

Bumblebee gave another electronic beep.

"His name is Raf? So what kind of pony is he? A pegasus like me? or a unicorn, or an earth pony?"

Bumblebee simply shook his head, and gave another electronic response.

"Oh so he's not a pony, well, is he a griffon, or a minotaur? or maybe he's a donkey, or mule."

Bumblebee thought it was about time to tell Fluttershy about who and what humans were.

In Canterlot....

Optimus Prime and Twilight Sparkle had spent some time now researching the royal library. Fortunately, the halls of the library were large enough for Optimus to fit in, as he and Twilight flipped through a number of books in the Star-Swirl the Bearded section.

"Hmm, this Star-Swirl the Bearded seems to be a well respected individual in your history." Optimus stated.

"Yes, indeed he is." Twilight responded, "If it weren't for him, modern unicorn magic probably wouldn't exist. We owe a lot to his studies."

"Very interesting." Optimus said back to the unicorn, "His demeanor and research reminds me very much of my own mentor, Alpha Trion."

"Who's that?" Twilight asked.

"Alpha Trion was the one of the wisest, and oldest Cybertronians to ever exist. He was in charge of the Iacon Hall of records, the great library of my world. Much like this establishment here. The similarities are astonishing."

"Sounds wonderful. This Alpha Trion must have been a great Autobot."

"Indeed he was." Optimus answered, "He personally took me under his wing, before I became a Prime."

"Before you became a Prime? I don't understand." Twilight said with puzzlement.

"I was not always the leader of the Autobots. I was once Alpha Trion's apprentice, as an archivist. I studied under him for many millenia, long before the great war started on our world. It was during the great Golden Age of peace on Cybertron. Much how like your world is now." Optimus stated.

He couldn't help but admire the beauty, tranquility, and peace Equestria has to offer.

"How I wish such peace your world has, can be returned to Cybertron. However, Megatron and his Decepticons have made that impossible."

"I'm sorry to hear. It must have been awful to live through and fight in a war. I can't begin to imagine how that's like." Twilight Sparkle sadly stated. "So you were a librarian? I find that facinating. I guess we're not all that different you and I."

"No, I suppose not." Optimus said, with a smile to Twilight.

Hearing this, Twilight's admiration for Optimus increased.

"So what happened to Alpha Trion?" Twilight asked.

"I do not know his ultimate fate after the war broke out. Though I wished I did." Optimus responded.

Twilight could hear the sorrow in his voice. She felt great sympathy for him. She couldn't bear the thought of losing any of her friends in Ponyville, or losing her teacher, Princess Celestia.

"I'll do my best to help you Optimus. We'll find the spell to return you home." Twilight stated, "Though, a part of me wishes that you can stay here with us."

"I understand your feelings. I too wish I can stay in such a tranquil world, but we have our responsibilites back on Earth. We must protect humankind from Megatron."

"Well, our world also has it's evils. Before Princess Luna was redeemed, she was once known as Nightmare Moon. She tried to cover the entire world in darkness, until we used the Elements of Harmony on her and purged the evil from her heart. Now she's one of our dearest friends, and a great co-ruler of Equestria."

"As I have read in your archives, young Twilight." Optimus stated. "it is indeed a fascinating story."

"And there's also Discord, the spirit of Disharmony and Chaos. His magic nearly turned Equestria upside down until the Elements were able to turn him to stone. Let's also not forget about the evil King Sombra. He placed a curse on the Crystal Empire up north. It wasn't until we retrieved the Crystal Heart that Sombra was finally defeated. And finally Queen Chrysalis, the changeling queen. I take it you remember her all too well, as she tried to conquer all of Equestria."

Optimus nodded, as he remembered his encounter with the vile witch in the Everfree Forest just a few days ago.

"Evil exists on all worlds. It is the natural balance of the universe, like it or not." Optimus stated, "But it is also our responsibility to make the correct choices in life."

Twilight smiled at Optimus, as she continued to read the book in front of her.

"I simply hope, that Earth has not fallen already." Optimus said to the unicorn, as he noticed, she had fallen asleep.

"Hmm, it has indeed been a long day for you, my little friend." Optimus said, as he looks at her.

"I hope I'm not interrupting." A new voice said from behind him.

"Not at all, your royal highness." Optimus replied.

"Please, no need for formalities, call me Celestia." The princess addressed the Autobot leader.

"Very well, Celestia." Optimus responded, "To what do I owe the Honor?"

"I have found the book and Luna is researching it as we speak. If all goes well, We should be sending you home fairly soon." Princess Celestia replied.

Her voice took on a sad tone after that last part. Optimus had to admit for so short of time, strong bonds had been made with these special beings.

"Your Highness." Optimus began. " I would once again like to thank you for your generosity and kindness during our stay here. You have been a most benevolent host and a wise ruler and your disciples have been most loyal and helpful to us."

Princess Celestia was touched.

"Thank you so very much Optimus. It has been an honor having you and your brave soldiers visit us. Truth is..I will be sad to see you go. Our kingdom has been much, well, livelier since your arrival. You have also opened our minds about the aspect of the existance of other worlds and lifeforms."

She then looked at Twilight.

"Thank you for being so kind to my ponies. Especially Twilight. If I'm not careful, you may replace me as her mentor and teacher." Celestia joked.

Optimus gave a smile at the Alicorn Princess.

"And I believe that by her helping you return to your home, will also guide her one step closer, to fufilling her destiny."

"Her destiny?" Optimus asked.

"Twilight is not meant to live an ordinary life. She is destined for greatness in her future. She is close to her ascension. Much like how you were destined to be a great leader on your world."

Both Optimus and Princess Celestia then take another look at the sleeping Twilight Sparkle.

"I will return her home to Ponyville." Optimus stated, as he gently scooped up Twilight in his hand, being careful not to wake her.

"Have a safe journey home. I bid you both a good evening." Celestia responded, as she slowly walked out of the room.

Little do any of the Bot or Ponies know, Soundwave, in his military drone form, had been flying over Ponyville, spying on the activities of the Autobots. He had recorded the day's events, and is now on his way back to The Nemesis, to report his findings back to his master, Megatron.

Chapter 9

"Are you sure we won't get into trouble for this?" A very nervous Apple Bloom asked Sweetie Belle, as she, and Scootaloo followed the little unicorn filly, as they made their way through the Everfree Forest.

"It'll be fine, Apple Bloom, I'm sure we can get our cutie marks in forest navigation." The little unicorn replied.

"I really have a bad feeling about this girls." Scootaloo said as they made their way deeper into the forest.

"I mean, I'm sure everything will be ok." Sweetie Belle reassured her two friends. Yet she, herself was feigning courage, while truth be told, she was also scared.

As they continued down the forest path, they heard some rustling sounds coming from behind the brush.

The three fillies instantly freeze, and huddle together, in fright.

"Umm, anypony there?" Apple Bloom asked in a nervous voice.

Then, a very strong odor seemed to emminate from the brush of where the noises were coming from.

"Eww, what is that?!" Sweetie Belle said in disgust, holding her nose with her hoof.

"I dunno, but it really, REALLY stinks! I think something died on the other side of those bushes." Scootaloo complained, as she made gagging sounds.

Apple Bloom, as grossed out by the smell as she was, took another whiff, she immediately recognized the smell.

"Oh no, I know that smell. We have to get outta here, NOW!" The young earth pony shouted.

But it was too late, from behind the brush, five large creatures jumped out and started snarling at the fillies.

"TIMBERWOLVES!" Apple Bloom shouted, as the other two ponies screamed.

The trio began to run as fast as they could, as the Timberwolves gave chase. The wolves howled, and snarled as they chased the filles.

Scootaloo trips and falls, as her two other friends quickly help her up, and continue to run, but the Timberwolves were gaining on them. As they ran for dear life with the wolves right on their heels, they eventually run into an area blocked off by a boulder. It was a dead end.

"Sweetie Belle, what do we do now?" Scootaloo pleaded, but the unicorn filly had no answer.

The three fillies hugged each other tightly, crying, and terrified as they prepared for the end.

One of the Timberwolves jumped at the girls, but as it was about to pounce on them, something smashes into the wolf, smashing it to pieces. The crusaders, dumbfounded and confused, looked up to see what had saved them.

"Bad pooch," Wheeljack said, with his swords drawn, and his faceplate covering his mouth, "No treat for you."

"WHEELJACK!" Sweetie Belle happily shouted in her squeaky tone.

"Any of you other mutts wanna piece of this?" Wheeljack threatened, as he waved his swords in a fighting stance.

Two more Timberwolves lunged at the Autobot, who then using his swords, smashes them both also to pieces.

Another Timberwolf tries to go after the crusaders when Wheeljack turns one of his hands into his blaster, and shoots it, as it explodes into a million pieces before it can reach the girls.

The whole time the Cutie Mark Crusaders watched in awe, and cheered the Autobot on.

"Go get'em!" Apple Bloom shouted.

"So awesome!" Scootaloo yelled.

"You're the best!" Sweetie Belle beamed.

The last Timberwolf made a B-Line for the fillies.

"Oh no you don't!" Wheeljack yelled as he intercepts the wolf, and with his giant metal foot, gives a massive kick.

The Timberwolf is sent flying, then slams into a tree, and shatters into pieces.

Seeing that all of the opponents have been beaten, Wheeljack puts away his weapons, and retracts his faceplate, his mouth visible again. He then walks up to the girls with an annoyed look in his optics.

"Thank you sooo much for saving us!" Sweetie Belle beamed at the Wrecker.

"What are you three doing out here? This place isn't safe for kids to be running around on their own." He said in an authoritative tone.

"Well, were were trying to see if we could get our cutie marks in forest navigation, but I guess that's not our special talent." Sweetie Belle said, with a sad look on her face.

Wheeljack simply sighed, then asked a question.

"What's the deal? I mean, why do want these, marks so badly?"

"Cutie Marks defines a pony. They show us what our special talents are." Sweetie Belle explained, "How about you? How did you get your cutie mark?"

"What are you talking about?" Wheeljack asked, "I don't have one of those butt marks. I'm an Autobot, not a pony."

"The one on your chest. That must be your cutie mark. I guess Autobots have them in different places on their bodies." Scootaloo added.

"What this?" Wheeljack pointed to the Autobot insignia on his chest. "I got this when I became a soldier. It was engraved on me when I enlisted. It's the symbol of the Autobots. Everyone who's a part of our faction has this on some part of their body."

"Cool, maybe we can get one too!" Sweetie Belle shouted, as Apple Bloom and Scootaloo nodded in agreement.

"I don't think so...." Wheeljack replied. "Look, it ain't safe out here in the woods, and I can't just leave you kids all alone either. You three better come with me for now."

Suddenly, the various Timberwolf pieces scattered about began to glow in a green aura, and started pulling themselves together.

"Whoa, these mongrels can regenerate?" Wheeljack asked in astonishment.

With that, Wheeljack transforms into his vehicle mode, and opens his doors.

"Hop in, NOW!" he instructed, as the fillies enter him.

Wheeljack quickly revs his engine, and speeds off before the wolves can fully reassemble themselves.

The drive was only a couple of minutes as Wheeljack reaches the Jackhammer, still downed from the crash several days ago. The crusaders exit Wheeljack as he transforms back into robot mode.

"WOW!" the three girls say in unison.

"Is that really an alien spaceship?" Scootaloo asked with wonder.

"You could say that," Wheeljack answered, "That's my ship, the one and only, Jackhammer. Though she still needs repairs."

"This is the coolest thing I've ever seen in my LIFE!" Sweetie Belle squeaked.

"Can we go inside?" Apple Bloom asked.

"Best you do, it'll be shelter for now." Wheeljack replied.

As the Cutie Mark Crusaders enter the ship, they were awed and amazed at what they see. The interior was filled with equipment and technology they've never seen before. They then began to run, jump, and hop all over the place.

"Hey, HEY!" Wheeljack shouted, "What are you kids doing? Get away from that console. Stop, don't touch that!"

"This is so cool!" Sweetie Belle beamed as she jumped on one of the computer consoles. "What does this do?"

Sweetie Belle pushes a button, then suddenly, from the front of the ship, several laser cannons fire, blowing a tree to bits.

"COOL!" The three fillies say in unison.

"Scrap...." Wheeljack muttered.

"What about this?" Apple Bloom asked as she hits another button.

The engines of the Jackhammer ignite, as the entire ship rumbles.

"Get away from there!" Wheeljack shouted, but it was too late.

The Jackhammer's enjines then sputter, and give out.

"You kids just completely fried my thrusters. Now I'm gonna have to start all over with the repairs again!" He scolded the three crusaders.

"Oops." Sweetie Belle muttered sadly, "We're really, really sorry."

"We didn't mean to cause so much trouble." Apple Bloom said, with a look of guilt in her eyes.

"We just got excited. We wanna make it up to you." Scootaloo replied.

"You can make it up to me, by sitting still, and staying out of trouble while I make my repairs." Wheeljack responded as he pulls out a blow torch and began to work on the engine block again.

Several minutes pass, as Wheeljack continued the repairs on his engines, as the girls began to become bored, VERY bored.

"Uhh, I'm so BORED" Sweetie Belle said as she scoots on the ground, "When is Wheeljack gonna finish his work?"

"I don't think it should be that long." Apple Bloom answered, as Scootaloo simply shrugged.

Then they hear Wheeljack return to the cockpit, with a look of annoyance on his face.

"What's wrong?" Sweetie Belle asked.

"Ugghh, there's a busted fuel pipe in the anti-gravity diffuser. The space is too small, and I can't reach it to patch it up." He answered.

"Hmm..." Sweetie Belle pondered, "Maybe we can help."

"Yeah," Scootaloo added, "We should be small enough to reach it."

"You serious?" Wheeljack asked, dumbfounded. "I can't let you do that. Too dangerous, plus do you even know how to patch up a leak?"

"I helped Applejack fix some of the broken gutter pipes on the roof of the barn before. How hard can it be?" Apple Bloom asked.

"A fuel line and a gutter pipe are two different things kid." Wheeljack muttered, "But I don't think we have any choice. Fine, I'll walk you through it, but if anything happens, I'm pulling you kids out."

Wheeljack then hands some smaller tools to the three fillies. He then shows them the open hatch that leads to the fuel line.

"Crawl in there, and it'll take you straight to the line. Once you see the leak, do your best to tighten the pipes, and patch the holes." He instructed.

"Got it Uncle Jackie!" Sweetie Belle saluted.

"Uncle Jackie?!" Wheeljack said, bewildered.

"Come on girls, let's do this." Sweetie Belle instructed.

"CUTIE MARK CRUSADERS! ALIEN SPACESHIP REPAIR WORKERS YAY!" The three yell in unison, much to Wheeljack's audio processor's dismay.

The three then enter the hatch, and make their way to the leak. Each of the crusaders had a safety line attached to them, so at the first sign of trouble, Wheeljack could pull them out.

"You kids doing alright in there? Any trouble?" Wheeljack yelled into the hatch, but there was no answer.

"Hey, Belle, Bloom, Scoots. Speak to me already."

Still silence.

"Scrap" Wheeljack muttered, "That's it, I'm getting you girls out of there."

As Wheeljack was about to pull on the safety line, he felt a tug on it, then the sounds of hooves banging on the side of the hatch, as he then sees the girls as they crawl back out.

"We did it! We fixed it!" Sweetie Belle beamed, as the girl give each other hoofbumbs.

"Yeah, Sweetie Belle found the leak, and Apple Bloom tightened the pipes with a wrench. Then I used the blowtorch and welded it shut." Scootaloo explained.

They then check their flanks.......nothing.

"Aww, we're still blank flanks." Apple Bloom complained. "But we did everything right."

"I'll be the judge of that." Wheeljack responded, "Here goes nothing."

Wheeljack hits several buttons in the cockpit console, as the engines then roar to life.

"Well, I'll be..... You girl really did do it! Nice work kids." Wheeljack complimented them.

"Cool, so is this thing ready to fly? Cause we wanna ride it!" Scootaloo beamed.

"She's not air worthy yet. There's still extensive damage to the navigation system, and the flaps." Wheeljack answered.

He then hears a bell sound go off.

"Sweet, it's ready!" Wheeljack stated.

"Huh, what's ready Uncle Jackie?" Sweetie Belle asked.

"The Energon I've been processing. We need this to survive, and power the Jackhammer. Hmm, looks like the crystals I gathered only had enough to make two canisters." Wheeljack replied.

"Huh? I thought Princess Celestia said that nopony was allowed at that mountain because of that that Energon stuff does to unicorn magic." Apple Bloom said with a puzzled look.

"Like you said, no Ponies, but we Autobots have special permission. After all, we'd starve to death if we didn't harvest any. Optimus spoke to your princess about it." Wheeljack answered. "Looks like I'm gonna need more."

He then looks at the fillies.

"Well, I can't really leave you here by yourselves, so I guess you're coming with me on an Energon hunt."

The three crusaders gave huge grins as they look at the Wrecker happily.

"CUTIE MARK CRUSADERS! ENERGON MINERS! YAY!"

"What have I gotten myself into?" Wheeljack muttered under his breath.

As Wheeljack reaches the mountain in vehicle form, the crusaders sitting inside of him were very excited to have another chance of gaining their cutie marks. As Wheeljack comes to a stop, the girls exit him, as he transforms into robot form.

"Stay out of trouble, and don't come into contact with the Energon, especially you Belle!" Wheeljack instructed.

But as they walk towards the mountain, they see Rarity, mining for several jewels.

"Rarity? I thought this place was off limits to ponies." Wheeljack said in puzzlement.

"Ugghh, it's the ruffian." Rarity muttered, but then she sees the crusaders with him.

"What are you three doing here? You should be back in Ponyville." She said to the crusaders.

"We're helping Uncle Jackie find some Energon?" Sweetie Belle answered her sister.

"WHAT? Are you insane?!" Rarity shouted at the Autobot. "You know what that Energon substance will do to a unicorn's magic!"

"Yeah I know, but I couldn't just leave them alone at my ship." Wheeljack answered.

"Your ship?" Rarity asked.

"Long story, but again, why are you here?" Wheeljack asked his own question.

"I'm looking for gems. And don't worry, this part of the mountain isn't off limits. There's no Energon in this area." She answered.

"Well, since you girls are here, please give me a helping hoof in digging these gems up." Rarity instructed, as the crusaders give a sign of annoyance.

"Hmph, why dig, when I can make your job a little faster." Wheeljack said, as he walks up to where Rarity was digging.

"And what do you think you're doing?" Rarity asked in an annoyed tone.

"You'll see." Wheeljack replied, as he removes an object attached to his hip.

"You all might want to step back, and find some cover." Wheeljack said to the ponies.

He then pulls a pin from the object and places it on the ground where Rarity was previously digging.

He then scoops up all of the ponies in his hands and runs for cover.

"FIRE IN THE HOLE!" he shouted, as a massive explosion goes off.

"Grenades. Works everytime." He smirked.

As soon as the dust from the explosion cleared, there was a huge gaping hole in the ground, with gems inside.

"That, was awesome!" Sweetie Belle shouted, as the other crusaders smiled and nodded in agreement. "You're the coolest Uncle Jackie"

"Uncle Jackie?" Rarity asked in disbelief.

She then sees the exposed gems, and shrieks in terror.

"THE GEMS! WHAT HAVE YOU DONE?!"

"What? I blew them outta the ground right?" Wheeljack asked.

"Yes, but you've also DESTROYED them! Just look! They're cracked, broken, and demolished!"

"Sheesh, nothing ever seems to satisfy you." Wheeljack muttered.

"You, are by far, the most undisciplined, uncivilized, and pig-headed individual I have EVER met! You're even worse than that Prince Blueblood brute!" Rarity hissed.

"I'm a Wrecker, it's what I do." Wheeljack replied, "Now if you'll excuse me, I got Energon to mine."

Rarity glared at the Autobot as she watches him head toward the mountain side where the Energon was located.

"Well, good riddance. Come now girls, I may not have been able to harvest any gems today, no thanks to that ruffian, but I do have to make a stop by Sweet Apple Acres. I've already fixed Applejack hat for her, and I need to deliver it. Come now girls."

Sweet Apple Acres.....

As Bulkhead roared down the Apple Farm in his SUV form, he had a plow chained on his front bumper.

"YEE HAAWW!" Applejack shouted from the driver's seat, as Big Macintosh sat in the passenger side. "Plowin' sure has gotten easier since you showed up Bulkhead."

"Eeyup!" Big Macintosh responded.

"Hey, glad I can help. I just want to make it up to you. Especially after you had to pay for all the damages I did in the market place."

"Hey, think nothin' of it, big guy, but I do truly appreciate the help. We can always use some extra muscle on the farm!" Applejack cheerily said to the Autobot.

"I'm just glad I'm finally doing something right for once. I tend to be a nuisance when I'm not fighting cons." Bulkhead said.

"Now don't you say that about yerself partner! You're a big help, Heck, I think we can give Big Macintosh here that vacation he's been wantin' for a while now."

"Eeyup!" Big Macintosh said.

"You know something AJ? I'm actually kinda enjoying this. It's a nice break from all the fighting." Bulkhead said to the Apple siblings.

"And we're happy to have ya Bulk!" Applejack replied.

Just then they see Rarity arrive with the cutie mark crusaders.

Bulkhead then drives up to the others, as Applejack and Big Macintosh exit him, and unchain the plow from his front. Bulkhead then transforms into robot mode.

"Well hello Applejack." Rarity greeted her friend, "I have your hat right here, and good as new."

She give the hat to Applejack who is overjoyed to have it back.

"Thanks alot Rares! It looks like that horrible tear never happened. Yer the best friend anypony could ever ask for!"

She then turns her attention to Apple Bloom and the others.

"So how's yer day been?" Applejack asked.

"Well, we got to meet another one of the Autobots." Apple Bloom answered.

"Oh? Who?" Bulkhead asked.

"Wheeljack." Apple Bloom responded.

"Heh, Good old Jackie!" Bulkhead said as he gave a laugh. "You didn't give him any trouble did you?"

"Well, we help him fix a fuel leak in his ship, which was one of the coolest things I've ever seen! I mean, an actual alien spaceship!" Sweetie Belle beamed.

"He brought you aboard the Jackhammer. Heh, and he says I'm the one getting soft." Bulkhead teased.

"Well, he's still an uncivilized ruffian. He destroyed the gems I was trying to harvest by using some explosive device to blow away a mountain side. The jewels were unsalvagable." Rarity complained.

"HA HA! Sounds like Jackie!" Bulkhead laughed.

Rarity merely groaned at the remark.

"Hey come on, I know Jackie can be a big jerk. I've known him for centuries. He's a huge pain in the rear bumber I'll admit, but I can tell you this.... When scrap hits the fan, and things go south, you can always count on him to help you out. He's saved my worthless can countless times. He never backs down when a friend is in trouble."

"I'll believe it when I see it." Rarity muttered.

Just then, Wheeljack in vehicular form roars up to the farm.

"Speaking of whom." Bulkhead stated, "There he is."

Wheeljack transforms into robot form, and walks up to the others.

"Howdy Wheeljack!" Applejack tipped her hat at him.

"Hey." Wheeljack responded. "Check it out Bulk, freshly processed Energon!" He then tosses a canister to Bulkhead.

"Just what the doctor ordered! Especially after the workout I just had." Bulkhead said as he catches the canister.

"Bottoms up buddy!" Wheeljack stated as he and Bulkhead unscrew the tops, and began chugging the blue liquid down.

As they both finish, Wheeljack then lets out a loud beltch.

Bulkhead, the crusaders, Applejack, and even Big Macintosh began to laugh at him.

"I didn't know robots could do that. You're really funny, and I think you're the coolest Autobot Uncle Jackie!" Sweetie Belle said while smiling at him.

"Uncle Jackie huh?" Bulkhead teased, "And you were making fun of me for being soft."

"Well, not only are you uncivilized, but you are also utterly disgusting." Rarity complained again.

"What can I say toots, I'm uncouth." Wheeljack answered.

"Well, at least we can agree on one thing. and Don't call me TOOTS!" Rarity seethed.

"Whatever you say, Sunshine!" Wheeljack said with a smirk.

"Why I NEVER!" Rarity fumed.

"I gotta head back, need to do some more repairs, then harvest some more Energon. See ya later guys." And with that Wheeljack transforms, and drives away.

"Sweetie Belle, I think you should stay away from that Wheeljack character. He's such a horrible influence on one so young." Rarity said in a stern voice. "Why don't you spend some time around Optimus instead. He's so polite, considerate, and quite charming."

"And BORING!" Sweetie Belle responded. "I mean, I think Optimus is cool and all, being a hero, and really nice, but all he ever does is go to the library in Canterlot with Twilight. That's no fun at all."

"You are hopeless, little sister." Rarity said, shaking her head in disapproval.

"Well, we're goin' to the treehouse." Apple Bloom said to the others. "Let's plan on some more crusadin'."

"Right behind you!" Sweetie Belle replied as she began to follow her friend, only for them to stop when they see Scootaloo wasn't coming along.

"Scootaloo, are you alright?" Apple Bloom asked.

"I'm fine, I just need to go and get my scooter. I left it at Sugarcube Corner. I'll be right back." The pegasus replied as she ran towards Ponyville.

As Scootaloo walked down the streets of Ponyville towards Sugarcube Corner, she can already see Pinkie Pie, and the Autobot Smokescreen setting up some party decorations. The banner they were hanging up said "Welcome to Ponyville Autobots!" Scootaloo was looking forward to this party. But as she got closer, a rotten tomato hits her in the head.

"Well well well, if it isn't the flightless dodo bird blank flank." Diamond Tiara mocked as Silver Spoon stood next to her laughing.

"Great, just who I DIDN'T want to see today." Scootaloo mumbled.

"Where do you think you're going ScootaLoser!" Diamond Tiara said.

"None of your business." Scootaloo replied as she tried to ignore them, only for Silver Spoon to trip her, as she falls flat on her face.

The commotion caught Smokescreen and Pinkie Pie's attention.

"Hey, what's going on over there? Isn't that Rainbow Dash's little friend?" Smokescreen asked.

"Oh no, it's Diamond Tiara, and Silver Spoon, they're at it again." Pinkie Pie said with a worried look.

"What do you mean?" Smokescreen asked.

"They're two of the biggest meanies at their school, and pick on ponies who don't have their cutie marks yet." Pinkie Pie explained.

"Seriously?!" Smokescreen replied.

They then see Diamond Tiara spit on Scootaloo's face.

"Later ScootaLoser! Woudn't wanna be a flightless chicken like you!"

The two bullies then wander off.

Scootaloo had a sad look on her face.

"Hey Scootaloo right?" Smokescreen asked as he approaches the filly. "You ok? Are you hurt?"

"I'll.... be fine, just leave me alone."

"What, no way, you're not fine. They shouldn't be treating you like that." Smokescreen yelled.

"But there's nothing I can do. Diamond Tiara is the daughter of Filthy Rich. He's the wealthiest pony in all of Ponyville. Everypony believes Diamond Tiara is a little angel, and nopony will believe me if I told them the truth." Scootaloo explained, with tears in her eyes.

"You can't let them walk all over you like that. You gotta stand up for yourself!" Smokescreen encouraged her.

"How? I don't think anypony can." Scootaloo replied.

"Yeah, well I think it's time I taught them a little lesson in humility." Smokescreen said with a smirk on his face.

"I don't like where this is going. You Autobots aren't supposed to harm ponies." Scootaloo said with a worried expression.

"Who said anything about.... harming?" Smokescreen replied with a wink.

"I'm gonna talk to Pinkie Pie real quick. Don't worry, those bullies will get what's coming to them."

At Sweet Apple Acres, Bulkhead had instructed Applejack, and Big Macintosh to go ahead and place baskets under every apple tree in the orchard.

"So what's this all about?" Granny Smith asked the bot.

"Don't worry, I got this." Bulkhead said to the apple matriarch.

As soon as he sees that the rest of the apple family have cleared the area, Bulkhead began his plan.

"I still don't know what that big lug's got in that metal head of his." Granny Smith said to her grandchildren.

"Trust us Granny, It'll work out." Applejack reassured her.

"I'm ready AJ, tell the rest of your family to get clear."

"All over it Bulkhead!" Applejack called out.

"Eeyup!" Big Macintosh also responded.

"Ok here goes." Bulkhead said, as he transforms into vehicle mode.

He then roars towards the orchard, and as soon as he reaches what was believed to be the center of the orchard, he immediately runs up a ramp that Applejack and the others set up for him, transforms in mid air, turns his right hand into a wrecking ball, and slams it into the ground hard as he lands.

The ensuing shockwave created shakes the entire farm, and all of the apple in the trees fall into their baskets.

"YEEE HAAAAWWW!" The Apple siblings shout in unison.

"Well I'll be a fruitbat chasing a parasprite!" Granny Smith saw in disbelief.

"This is the best harvest yet!" Applejack shouted happily.

"Eeyup!" Big Macintosh responded.

Bulkhead then walks up to the others with a smile on his face.

"Yer the best Bulk!" Applejack said, as she hugs his leg.

"It was nothing." Bulkhead replied, scratching the back of his head.

Just then, they see a familiar big rig, yellow car and a motorcycle race towards the farm.

"Hey, It's Optimus and the others." Bulkhead stated.

The rest of the bots then transform into their robot forms.

"So how'd your farming day go Bulkhead?" Arcee asked.

"Perfect. Kinda fun too."

"I am glad you are finding enjoyment during this intermission of peace, Bulkhead." Optimus said to the Wrecker.

Bumblebee gave a number of buzzes and blips.

"Yeah," Arcee responded to the scout. " I heard Wheeljack stopped by with some fresh Energon."

"It's right here." Bulkhead said, as he tosses a canister to each bot.

Just then from the other side of the farm, a familiar race car with screaming double 38's on it's doors races towards them. With Rainbow Dash flying above it.

As soon as Smokescreen comes to a stop in front of the others, Pinkie Pie, and Scootaloo hop out, laughing like crazy. Rainbow Dash lands next to them, also rolling with laughter.

Smokescreen transforms, and also joins in on the laughter.

"Ok, what did you guys do?" Arcee asked, slightly annoyed.

"Oh man, I can't wait to show this to Apple Bloom and Sweetie Belle." Scootaloo giggled, her eyes tearing up from laughing so hard.

"What's that?" Bulkhead asked.

Scootaloo, shows the rest of the bots, and the present apple family members a photo.

It was a photo, of Diamond Tiara, and Silver Spoon, struggling to get out of a pit of mud.

Applejack couldn't help but give a light chuckle, while Granny Smith and Big Macintosh looked on in confusion.

"I fail to see the amusement of this photo." Optimus stated.

"Long story short," Smokescreen explained. "These two girls in the picture? Bullies. Don't let their cute appearance fool you, they're the biggest jerks at their school. All they ever do is terrorize Scoots here and her friends. So I decided to give them a taste of their own medicine."

"Yeah," Rainbow Dash added. "I never took old Smokey here to be a prankster. We should hang out more."

Arcee simply rolled her optics.

"That'll teach them to be big meanies!" Pinkie Pie added.

"So what exactly did you do?" Bulkhead asked.

"Well, Smokescreen dug a huge hole in the school playground, then Rainbow Dash took a raincloud and filled it with water. It soon mixed with the dirt, and turned into mud. Finally, Pinkie Pie covered it with grass, twigs, and leaves to hide it. As soon as Diamond Tiara and Silver Spoon walked over..... SPLASH!" Scootaloo explained, then began laughing hard again.

As the pranksters continued to enjoy themselves, two armored pegasi decended to the farm.

"Huh? The royal guard?" Applejack asked.

As soon as the guards reached the group, one of them stepped forward.

"Which one of you is the Autobot, Smokescreen?" He asked.

"Uh, who wants to know?" Smokescreen asked.

"Ah, so you're the culprit. I have something to give you." The guard said as he pulls out a parchment of paper.

"You are hereby ordered to pay for the damages you have done to the local school grounds by order of the Mayor." The guard said as he read the scroll.

"WHAT?! YOU GOTTA BE KIDDING ME?!" Smokescreen yelled.

"Oh no." Pinkie Pie gasped.

Rainbow Dash simply whistled and looked into another direction, while Scootaloo was shocked at this event.

"You must pay for the damages, or we will be forced to arrest you. I'm sorry, but these are the orders." The guard explained.

"Optimus, there's gotta be something you can do, right?" Smokescreen pleaded with the Autobot leader.

"I am afraid I cannot. You have clearly broken one of the laws of this world. And therefore face the consequences. I will however, speak with the Princess about this matter. Until then, you must find a way, to reimburse the local school."

"You reap what you sew." Arcee smirked.

"This is payback for that dressup doll remark the from other day, isn't it Cee?" Smokescreen shot her a look.

Arcee simply giggled under her breath.

"......Scrap!"

Chapter 11

Today was the day. It was a day Twilight Sparkle had been looking forward to for several months now. Although, most of her friends would not be joining her this time around, she was determined to make it count this time around instead of the disaster that happened the last time she went. Yes, it was indeed, the time for the Grand Galloping Gala. And she would not be alone. Optimus Prime, leader of the Autobots, had agreed to accompany her to the event.

Unlike past years, this time the Gala would be held during the day time. Twilight was told the main reasoning for this was due to several dignitaries from other kingdoms would be in attendance. Princess Celestia had invited them in hopes to spread and promote peace across all of Equestria.

In Ponyville, Optimus Prime pulled up to Twilight's treehouse in vehicle form, he sees Spike standing outside, waiting for him.

"Hello, my young friend." Optimus addressed the dragon.

"Hi, Optimus. Twilight will be ready in just a few moments. Man, I can't believe it's time for the Gala again. Except, I'm not going this time. I'll be here, tending the books." Spike replied. "I didn't exactly have a good time the last I went, but Twilight's been giddy as a filly all day."

"This must be a very important event for her." Optimus said, "I certainly hope, she will enjoy herself."

"Yeah, She's been wanting to share all the lessons in friendship she's learned over this year with Princess Celestia, personally." Spike replied, "I'm sure she'll have a better time around, especially with you there with her."

Optimus would be smiling at Spike if he were in robot form. They then both hear the door to the library open. Twilight Sparkle had exited, and wearing a formal dress that her friend, Rarity, made for her.

"OPTIMUS!" Twilight cheerfully called to the Autobot, "You're here! I'm so happy you can make it."

"Of course, my young friend. I look forward to this meeting, as I have hopes it will help promote peace and understanding to all races on your world." Optimus said to the unicorn.

Twilight, hearing his words, renewed her great respect for the Prime.

"Thank you, for being so understanding." Twilight then continued, "So, umm..... How do I look?" She began to grow slightly nervous.

"You look, rather pleasing to the optics, young lady." Optimus complimented, as he opens his door. "Your chariot awaits."

"You, really think so?" Twilight asked, her cheeks burning red.

"Affirmative. I am sure you will perhaps, make the males of your species, as they say, turn their heads."

Twilight's face was now beet red. For a stern and nearly emotionless robot, Optimus knew how to compliment a girl.

Twilight then climbs inside of Optimus' open door, as he then closes it.

"We shall see you again soon, young Spike." Optimus said, as Twilight waved at him from the rolled down window.

"Stay out of trouble. I'll be back home tonight." Twilight called to the dragon, as Optimus began driving towards Canterlot.

As they got closer to the capital, they can see the giant force field encasing all of Canterlot. No doubt, Shining Armor taught the spell to other unicorn guards. Several unicorn guards recognized Optimus in his vehicle form. They gave clearance to the Autobot, and opened a small hole in the force field bubble to allow him access.

As Optimus drove in the streets of Canterlot, Twilight could see many ponies, from different races, from Pegasi, to Earth Ponies, to Unicorns, and even several Crystal Ponies from the Crystal Empire, lining up to enter the royal palace where the Gala was being held. She even saw some non-ponies, such as Horses from Saddle Arabia, Griffons, from the Griffon Kingdom, and Minotaurs, from the Minotaur Republic. All of them were dressed in formal attire.

"I'm so excited! This is something I've been looking forward to for the past few months. Too bad the girls couldn't make it, but I'm very happy you're here, Optimus." Twilight said to the Autobot, as they pull up to the castle.

Twilight exits him, as Optimus transforms into robot mode.

The duo began to approach the castle. This was it, The Grand Galloping Gala, Twilight was going to make sure this year's was THE BEST ONE EVER!

As Optimus walked behind Twilight, many of the guests began to stare in awe at his presence. They had heard about him, but some had never seen him in person, especially the foreigners like the Griffons, and Minotaurs.

Finally, they reach the gate of the palace, where they could see both Princess Celestia, and Princess Cadance greeting the guests.

As Twilight passed by the check in, she gives her ticket to the guard. Optimus then follows suit.

"Umm....t....ticket, sir?" The guard nervously stammered, clearly intimidated by Optimus' sheer size.

"I have it right here." Optimus says as he kneels on one knee and in his massive palm, lay the golden ticket.

The unicorn guard then levitates it from his hand, and collects it.

"Yes.....p...pp....Please enjoy yourself." The guard, still nervous at Optimus' presence, waved him in.

"Well, that was rather awkward." Twilight said as she saw the entire event happen.

They are then met by Princess Celestia and Cadance.

"Twilight Sparkle, my most faithful student, and Optimus Prime, our most honored guest. I'm so glad you can make it." Princess Celestia greeted the two.

"I'm glad to be here too, Princess Celestia," Twilight bowed, "I have so much to share with you."

"It is an honor to be invited to such an occasion." Optimus answered, as he kneeled on one knee.

"Your brother and I are always happy to see you." Cadance said as she and Twilight embrace.

"SUNSHINE SUNSHINE LADY BUGS AWAKE, CLAP YOUR HOOVES AND DO A LITTLE SHAKE!" They cheered together.

"That's a beautiful dress. Did Rarity make it?" Princess Cadance asked.

"Of course. Rarity's the best." Twilight answered.

The four then make their way into the castle.

Little do they know, Soundwave was hovering in vehicle form over the city. He couldn't enter due to the force field erected, but he can still see and hear all that was happening.

The Nemesis was fully repaired, as it soared high in the skies of Equestria, making it's way toward Canterlot.

"Well, Knockout, It appears you finally did something right. Looks like I won't have to scrap you for spare parts." Megatron stated to the Decepticon medic.

"Yes, Lord Megatron." Knockout replied, with a tinge of fear in his voice. "But if I may ask..... Was it wise to let that Chrysalis creature and her minions to disembark on their own to the capital? I don't trust any of those organics."

"Rest assured, Knockout, Soundwave is monitoring all activities. He may not be able to enter the city, but he is still able to observe all events, as they happen. If there is any treachery from Chrysalis, We will know." Megatron answered.

"My forces are ready, Lord Megatron." Dreadwing saluted. "The armada is fully prepped."

"Excellent, Dreadwing. Once their force field has been brought down, the Seeker Armada, will attack. And have the Insecticons ready for backup." Megatron ordered.

"At once, my liege." Dreadwing bowed. He then exits the bridge.

"Lord Megatron." A Vehicon called to him, "We have some new information."

"Yes, what is it?" Megatron asked.

"While Soundwave is monitoring the capital city, Laserbeak is still spying on the small town where the Autobots were staying at. It looks like they're all seperated in different locations. Some aren't even in the town, but in the forest next to it." The Vehicon reported.

"Hmm, then perhaps it is time, to make our presence known to this world." Megatron stated. "Since the Autobots have separated themselves from another, this will give us a tactical advantage."

"Divide and Conquer!" Knockout boastfully said.

"Indeed." Megatron added. "Knockout, contact Soundwave, and have him return to the ship. Tell him to have Laserbeak take over his surveillance of the capital. I have a task for him, Dreadwing, AND you!."

"As you wish, Lord Megatron." Knockout bowed.

"Victory over the Autobots, and our return to Earth, will soon be at hand. Optimus Prime, and these Ponies, have no idea, what lies ahead for them."

As Twilight entered the crowded main palace ballroom, she had apparently lost track of the princesses, and Optimus.

She couldn't understand how that happened, especially with his sheer size. But she then sees Princess Luna, standing in the center of the room.

"Princess Luna!" Twilight called out to her.

"Ah, Young Twilight Sparkle. Good to see you again." Luna replied to the young unicorn.

"Likewise. I know you're slightly upset about the Gala happening during the day, but I'm glad you're still enjoying yourself."

"Yes, of course I am." Princess Luna responded, "I will, get over it. Besides, the fun is to be had."

Hearing this, Twilight smiled. She was happy to hear that the Princess of the Night was at least still enjoying herself.

Twilight's eyes then catch another familiar figure. Her brother, Shining Armor.

"BBBFF!" she called to him.

"Twily! Great to see you again. Where's the rest of your friends?" he asked.

"Um, they couldn't make it. It just doesn't feel the same without them. But at least Optimus came with me. I lost sight of him however, and I don't know how I did." Twilight said, with a disappointed tone.

"Hey, don't worry about it. You'll run into him again. After all, he's hard to miss." Shining Armor joked, as Twilight smiled at him.

They then hear what sounded like trumpets going off. The lights dim, and the spotlights then point to the red curtained stage at the center of the room.

"You're just in time, Twily. The first show is about to start." Shining Armor said.

"Show? There's a show this year?" Twilight asked.

"Yep. Something to keep the dignitaries from the other kingdoms entertained." Shining Armor answered.

As the spotlights continued to point at the stage, a royal guard stepped up to the podium.

"And now, Fillies, and Gentlecolts, I bring you our first show of the day. Behold the stage magic, of THE GREAT AND POWEFUL TRIXIE!" The guard announced as the curtains rise, and a number of sparklers and small fireworks go off.

The curtains reveal, a silver maned, blue unicorn, with a purple wizard's hat and cape. A unicorn Twilight knew all too well.

"Trixie???" Twilight gasped in confusion. "What's she doing here?"

"You know her Twily?" Shining Armor asked. "Princess Celestia hired her to be our entertainer."

"She also has an ego the size of the moon. She also nearly became a dictator in Ponyville. But I guess I can't blame her for that one. She was under the corruption of the Alicorn Amulet. I just hoped she's learned her lesson in humility." Twilight explained to her brother.

All of this flew over Shining Armor's head. He didn't know what was going on.

"Prepare, to be dazzled, by the magical show of the Great and Powerful Trixie!" Trixie called as more lights exploded around her.

Her horn lights up, and a bouquet of flowers materializes out of no where and hovers in front of her. The crowd gives an applause, while Twilight simply sighs.

"Well, hopefully she won't brag too much." Twilight said, as she tried to enjoy herself. "Still, where is Optimus?"

Trixie then levitates her hat in the air, turns it upside down, and flowers bloom from it. She then blows on the flowers, and they all turn into bubbles, as they fly into the crowd. There were more cheers and applauses, especially from the Griffons, Minotaurs, and Horses present.

"And now, the Great and Powerful Trixe, will need a volunteer." She said, as multiple hooves, hands, and claws rose.

"How about you? Ah, yes, the Prince of the Crystal Empire!" Trixie stated, pointing at Shining Armor.

"Me?" Shining Armor asked.

"Him?" Twilight also asked.

"Twilight Sparkle? I had no idea you'd be here. Well, as you can see, the Great and Powerful Trixie has given up her arrogant ways, and is now a true traveling show-mare. I promise, I'm not up to anything."

"Well, ok then, I trust you. But if anything happens to my brother..." Twilight began to say.

"Your brother? I had no idea! Don't worry, he'll be safe, I assure you." Trixie reassured her.

"Well, you better get going.... Prince." Twilight teased her brother.

"Here goes nothing." Shining Armor said, as he approched the stage.

"Please, stand right there.... Perfect!" Trixie instructed as Shining stood in the middle of the stage.

"Now for my next Trick." Trixie then takes off her hat, and sticks her right hoof into it.

From the top of the stage, a giant blue hoof came down, and scooped up Shining Armor.

"WHAT THE??!!!" He shouted as it pulled him upwards.

The hoof, and the prince then disappear.

"WHAT DID YOU DO TO MY BROTHER?!" Twilight angrily shouted.

"Don't worry, Like Trixie said, he's perfectly fine." Trixie answered.

She then pulls her hoof out of the hat, and holding what appears to be a miniature Shining Armor. She then places him on the ground. He looks up at the giant Trixie, confused.

"Now, ALAKAZAM!!!" Trixie shouted, as she shoots a pink beam from her horn at Shining Armor.

As the smoke cleared, Shining Armor was now back to his normal size.

The crowd gave a huge cheer as they clearly enjoyed the show.

"Thank you, thank you all." Trixie said as she stood on her hind legs, "The Great and Powerful Trixie always enjoys putting on a great show to entertain others."

"Wow, I have to admit, that was pretty good." Twilight said as Shining Armor walked back to her side.

"Yeah, tell me about it." He answered, still scratching his head, trying to figure out what kind of spell that was.

"Now then," The guard at the podium stated, "It is time for another special moment, Please give a warm welcome to Princess Celestia, and a great guest of honor she has personally invited."

All eyes were now at the main doors, as the spotlight shone on it. As it slowly opened, Princess Celestia stepped through, next to her, was none other, than the Autobot leader himself. Optimus Prime.

At first, there was silence, as the guests were awed by Optimus' presence, then they began to clap, and then cheer.

"Thank you all." Princess Celestia said. "This is indeed a great moment for our world."

"I am honored and humbled by your reception." Optimus addressed everyone, " My name, is Optimus Prime, And it is a great pleasure for me to be here. To help promote peace to all. I know that many of you are all different races, but to me, I see you all as equals. Be you Ponies, Griffons, Minotaurs, Horses, or even one such as myself, a Cybertronian, for to me, you are all magnificent in your own special way."

Hearing this, the crowd gave another applause. Twilight's admiration for Optimus never felt stronger.

"But, I thought I was the main attraction?" Trixie complained.

"What was that?" Twilight teased.

"N...Nothing!" Trixie gave a nervous smile.

"I have invited all of you from different kingdoms to help promote peace, equality, and friendship amongst all. Let us all make this, the best Grand Galloping Gala ever!" Princess Celestia addressed the guests.

As Smokescreen and Pinkie Pie walked down the streets of Ponyville, Pinkie was too busy saying "Hi" to literally everyone in town.

"You sure have a lot of friends Pinkie." Smokescreen said to the party pony.

"Of course!" Pinkie squealed, "I know everypony in Ponyville, and everypony is my friend!"

Smokescreen smiled, as they continued to walk.

"We'll have that party ready soon. Say, where's Optimus? I haven't seen him all day. He back in Canterlot?" Smokescreen asked.

"YUP! He's at the Gala with Twilight and Princess Celestia. Some formal ball. It's too boring for my taste." Pinkie answered.

"Optimus? At a Ball? Now I've heard everything. Still, it would be funny to see." Smokescreen laughed.

The two friends shared a fit of laughter and jokes, until Pinkie Pie heard something fly overhead.

"Hey, what's that roaring sound?" Pinkie Pie asked.

"Huh?" Smokescreen was confused as he also heard the same noise. It sounded familiar to him.

He then looks up, and sees what appears to be a number of jets.

"What? No.... Seekers? Here? It can't be..... THEY CAN'T BE HERE!" Smokescreen yelled in terror. "How is this even possible?"

"Smokescreen, what's wrong?" Pinkie asked in concern.

"The Cons, THEY'RE HERE!" Smokescreen yelled, "If Megatron and the Decepticons are in Equestria, then you're in danger. We're ALL in danger!"

Smokescreen immediately transforms into vehicle mode, and opens his door.

"Get in, we gotta find the others. We have to warn them... NOW!"

Chapter 12

As Smokescreen roared through the streets of Ponyville in V-mode with Pinkie Pie riding shotgun, he nearly had several close calls with crashing into pedestrians.

"Hey, watch out!" Pinkie yelled as Smokescreen continued to race towards the mountain that led to Canterlot.

"Sorry about that, Pinkie." Smokescreen said in an apologetic tone, "But I gotta warn the others. And since I know Optimus is up in Canterlot, That's where I need to be. The Cons can strike at any moment."

"Are they really that bad? I mean, they can't be worse than changelings, or diamond dogs, right? And they're Super Duper mean."

"You have NO idea...." Smokescreen ominously stated. "The Cons are ruthless. Megatron will conquer and destroy anything that he comes across. This is REALLY bad news Pinkie, trust me."

Just then, Smokescreen gets a blip on his sensor.

"Huh? What's that?" Pinkie Pie asked.

"Sensors are picking up a signal. Hey, It's an Autobot signature!" Smokescreen said, now slightly uplifted. "And it's Bumblebee! He's close!"

"He's with Fluttershy. Her house isn't too far from here." Pinkie added.

"Great, since he's closer, I'll warn him first." Smokescreen declared.

Then suddenly, his sensors picks up several more signatures, heading towards Bumblebee's signal.

"SCRAP!" Smokescreen yelled.

"What's wrong?" Pinkie asked.

"I'm picking up three more signals. They're also heading towards Bee's location. And these, are DECEPTICON energy signatures. We have to get there first, or Bumblebee and Fluttershy will be up to their necks in Cons!" Smokescreen explained.

"Oh no, Fluttershy!" Pinkie cried out in a worried tone. "We have to help them."

"Already on it!" Smokescreen answered, "Hang on tight, and fasten your seatbelt. I'm shifting into Turbo Drive!"

With that, Smokescreen changes his direction, and makes a B-Line towards Bumblebee's signal. He then punches it into his highest gear shift, and hits his max speed of 150mph.

"Wait, he's moving. Looks like the Cons are giving chase. I need to get there now. He and Fluttershy must be in trouble." Smokescreen guns it.

"Time for a rescue, Pinkie Pie Style!" Pinkie shouted as her Autobot companion roared towards Bee's location.

Rainbow Dash was waiting slightly impatiently in an area right outside of some woods. She was tapping her hoof on the ground when she then heard a revving engine sound heading towards her location.

"Well, it's about time you showed." Rainbow Dash said, as a familiar blue motorcycle finally came to a stop in front of her and transformed.

"Sorry I'm late, Dash." Arcee replied. "Bulkhead caused another scene in the market place when he accidently stepped on a cart belonging someone named Carrot Top. We had to sort some stuff out."

"Sheesh. If it's not Smokescreen causing a ruckess, it's Bulkhead being too big for his own good." Rainbow Dash added. "But hey, what can you do, right?"

Both Arcee and Rainbow Dash got a nice laugh out of the statement. The Autobot couldn't agree more.

"So, why'd you ask me here?" Arcee asked.

"Well, the Running of the Leaves is coming up soon. And I wanna get in some practice before it actually happens." Dash explained.

"What's this, Running of the Leaves?" Arcee asked again.

"It's something that we do every Fall, to make the leaves here in the White Tail Woods fall of their trees." Rainbow Dash explained.

"Make them fall off? Don't leaves fall off of trees by themselves?" Arcee stated in confusion.

"Of course not, we have to make them fall off. What kind of a silly question is that?" Rainbow Dash responded.

"Well, on Earth, during the season change, leaves fall of on their own. The Humans don't have to do anything." Arcee told the Pegasus.

"Huh, Earth sounds like a weird planet. Almost like the entire world is like the Everfree Forest." Dash stated.

Arcee wasn't sure what she meant, but paid it no mind.

"Anyways, I asked you here to help me practice. It's pretty much another race. Don't worry, I won't be flying this time. It's an Earth Pony tradition, so I'll be running the entire time. No Sonic Rainbooms. You up for it?"

"Sure, after that incident with those giant reptiles attacking Ponyville, I'm up for a nice drive." Arcee answered.

"Awesome!" Rainbow Dash beamed, "Ok, so we start here on this end of the woods, then we just have to follow the path through it, and reach the other side. First one there, is the winner."

"Alright then, let me stretch my joints, and I'll be ready." Arcee responded as she stretches out her metal limbs. "Ah, yeah, that's the stuff."

She then transforms into her vehicle mode, as Dash stood ready next to her.

"You ready, Cee?"

"Anytime, Dash."

"Then let's do it, GO!"

With that both Arcee and Rainbow Dash bolt off.

The two were pretty much neck and neck with each other, as they both sped through the path of the White Tail Woods, neither gaining an advantage.

"I'm Impressed." Arcee stated. "Even on foot, you're able to keep up with my V-Mode."

"You haven't seen anything yet." Rainbow Dash interjected, "things will only get harder down the road."

As they both continued down the path for several more miles, they reach the heart of the woods.

Suddenly, Arcee hears what sounds like beeping coming from nearby. She suddenly comes to a stop, and transforms back into robot mode. Dash seeing this, also comes to a stop, and gallops up to her.

"Hey, Cee, why'd you stop?" She asked.

"SHHH! Do you hear that?" Arcee asked.

"Hear what?" Rainbow Dash asked back, puzzled.

Then, *beep beep beep*.

"There it is again." Arcee explained.

"Yeah, I heard it too, this time." Dash answered.

*beep beep beep* The sound continued to go on. Then they began to hear more of it, from multiple directions.

*beep beep beep* *beep beep beep* *beep beep beep* *beep beep beep*

"It's coming from all around us." Rainbow Dash said.

"I don't like this." Arcee said back, "it also seems, oddly familiar."

As Arcee and Rainbow Dash inched closer to one of the beeping sources, they see something attached to a tree. Something metal, that appears to have a timer on it.

"SCRAP! Dash, get back!" Arcee yelled as she scooped Rainbow Dash into her hands and ran.

Then suddenly, the object explodes.

Arcee continued to run, while holding her pegasus friend, as more explosions go off. Arcee did her best at running, and dodging all the debris the explosions were kicking up at her. Finally she reached a clearing where there weren't any more bombs attached to the trees.

Arcee then puts Rainbow Dash down, and they both look back at the destruction. Most of the trees were on fire, and others were completely blown away.

"What happened? What's with all the explosions?" Rainbow Dash asked, shaken from the encounter.

"Remote mines." Arcee explained, "Explosive devices used as weapons. But the question is, where did they come from?"

"I'm glad you asked, Autobot. for it was I, who planted them!" A gruff sounding, male voice said from behind the duo.

Arcee recognized the voice, as she could feel the Energon in her veins run cold. Slowly, she and Rainbow Dash turned around to see, yet another robot, one unfamiliar to Rainbow Dash, but Arcee knew all too well, standing, hunched down on top of a large boulder.

"You have escaped my ambush. Then again, I wouldn't expect anything less, from one of Optimus Prime's warriors." The new figure said.

"No, It can't be!" Arcee was in shock. "How is it, that you're here, on this world?"

Arcee was bewildered.

"You, know this guy?" Rainbow Dash asked.

"Dash, that's Dreadwing. He's a Decepticon, and one of the deadliest. He's Megatron's second in command!" Arcee explained.

"That's a Decepticon? Pfft. He doesn't look like much." Rainbow Dash scoffed.

"Prepare yourself, Arcee." Dreadwing stated, as he pulls out his cannon. "My orders, are to take you down."

"Orders? You mean, Megatron's here?!" Arcee asked in shock.

"Indeed, and I will bring my master, your head!"

Dreadwing began to fire energy blasts from his cannon, as Arcee and Rainbow Dash began to run for cover.

"Whoa!" Rainbow Dash shouted, "What's his problem?!"

"Don't talk, just RUN!" Arcee yelled, as she transforms her arms into her blasters, and began to shoot back at Dreadwing.

Dreadwing jumps off of the boulder to avoid being hit by Arcee's blasts, then runs towards the Autobot, returning fire.

"Dash, take cover, I'll handle this!" Arcee instructed.

"What? No way!" Rainbow Dash shot back, "I'm not leaving you alone with this creep."

Arcee and Dreadwing began running towards each other, guns blazing, while Rainbow Dash flew overhead above the trees.

While their shots missed each other by mere inches, as soon as the two Cybertronians were close to arm's length, Dreadwing put away his cannon, and drew his sword. Arcee turned her blasters back into her hands, and activated her wrist blades. The two combatants then lunged at each other.

Dreadwing swings his sword at Arcee's neck, only for the Autobot to counter, and parry the attack with her right wrist blade. She then tries to kick him in his head, only for Dreadwing to also counter, by grabbing her leg, and throwing her off. Arcee then flips backwards, and lands on her feet. She then rushes him again, swinging her fists, landing two blows on his chest, while the rest were knocked away by his sword. Dreadwing then thrusts his blade forward toward Arcee's chest, only for her to jump up, and deliver a spinning kick to his head. This knocks him down.

"Had enough?" She taunted.

"On the contrary, I've only just begun to warm up." Dreadwing answered. He then pulls out a remote, and presses the button.

Arcee's eyes widen when she hears another beeping noise. She then realized, during the melee, Dreadwing had planted one of his mines on her back.

"SCRAP!" She yelled, as she plucked the mine off of her, and threw it.

However, the explosion was too close, and Arcee was thrown backward by the concussion wave, and slams her head into a large boulder. It knocks her unconscious.

Dreadwing, giving a slight grin, began to savor his victory. He then approaches the downed Autobot.

"And now, it ends." Dreadwing was about to bring his sword down on Arcee's head, when a blue blurr slams into his chest. The force was enough to make him stumble backward about three steps.

"Hey, ugly, back off!" Rainbow Dash said, as she landed next to Arcee.

"This does not concern you, organic. Leave now, and I will spare your life." Dreadwing stated.

"Fat chance! I'm not gonna let you hurt my friend." Rainbow Dash defiantly yelled.

I warn you, interloper, if you interfere with my mission again, I will be forced to terminate you. Be smart about this, and walk away. This is your one and only warning." Dreadwing seethed.

"No...." Rainbow Dash simply replied.

"Then you have sealed your fate. Anyone aiding the Autobots, are my enemies." with that, Dreadwing lunges forward towards the pony, as she takes flight again, and began to circle him at high speeds.

Dreadwing swung his sword at the pony, but she was too fast for him to hit.

She then delivers a flying kick to the Decepticon's head, which was enough force to actually knock him down.

Dreadwing then gets back on his feet, as he groans, while rubbing his head.

"Impressive, little one. It appears I have underestimated you." Dreadwing commented. "But you cannot prevent the inevitable."

With that, Dreadwing throws a mine at her, then pulls out his remote.

"Uh oh." Rainbow Dash muttered, as the Decepticon presses the button.

Another massive explosion goes off, sending the Pegasus flying out of control, as she slams into a rock.

"Oww." Rainbow Dash groaned, as she rubbed her aching face.

"I see you wish to protect Arcee." Dreadwing began to say, " I will admit, Your comradeship to the Autobot is rather, admirable. A shame that we are on opposing sides. Loyalty such as yours, is hard to come by, especially within the Decepticon ranks."

"What do you know, about Loyalty, you big jerk?" Rainbow Dash snapped.

"Enough to know, that I will give my life, for Lord Megatron, and his glorious cause!" Dreadwing answered. "There is no order which he issues, that I will not obey without question."

"Then you're just some mindless idiot who's letting somepony else run your life. I choose to help Arcee, because she's my friend. And I NEVER turn my back on a friend." Dash shot back.

"Very well." Dreadwing said, as he arms his cannon again.

Right when he's about to open fire, several more blasts interrupts him, as he jumps to dodge. Arcee had regained consciousness, and rejoined the battle.

"Arcee! You OK?" Rainbow Dash asked in concern.

"I have the mother of all headaches, but I'll live." She answered, as both Autobot and Pony took fighting stances.

"A resilient effort, but ultimately futile." Dreadwing stated, as he points his cannon at them again.

"Dash, tactical retreat, NOW!" Arcee ordered.

"What? Come on Cee, we can take him!" Rainbow Dash objected.

"Not in the state I'm in. My blasters are depleted. I didn't get to charge up on the last batch of Energon Wheeljack brought over earlier today." Arcee explained.

"Fine." Rainbow Dash reluctantly agreed.

Arcee then transforms, and roars off, as Rainbow Dash flies after her.

"Ha, try to keep up, Dipwing!" The pony taunted. "No way you can catch us!"

"You clearly have no idea what I'm capable of." With that Dreadwing transforms into his vehicle mode, a jet, and gives chase.

This revelation catches Rainbow Dash off guard.

"HE CAN FLY??!!" Dash yelled, "You never told me he can fly!"

"There's a reason why he has the word, Wing, as a part of his name. What part of that didn't you get?" Arcee shouted back as they both attempt to out run their pursuer.

"You will not escape!" Dreadwing said, as he began to fire the guns in his vehicular mode at the duo.

"Evasive manuvers!" Arcee screamed out, as she begins to weave back and forth to avoid the blasts.

Rainbow Dash herself began to dip up and down to avoid the shots.

"You are both, trying my patience!" The Decepticon stated as he then gets a missile lock on Arcee from HUD display, and fires at the Autobot.

From her sideview mirror, Arcee can see a missile headed right for her.

"Scrap. Dash, clear out."

"I'm not gonna leave you, We're in this together." Dash snapped.

"This doesn't have to be your fight. Dreadwing is only after me." Arcee explained.

"You're my friend, Arcee. And real friends, don't abandon each other." Rainbow Dash shot back, as she made an attempt to intercept the missile.

"Dash? WHAT ARE YOU DOING?"

As Rainbow Dash flies towards the missile, she begins to pick up speed, this scrambles the tracking system in the projectile, as it then veers off course, and impacts somewhere in the woods as it explodes.

Dreadwing seeing this, was impressed by the Pegasus' talents.

Arcee then drives up to Rainbow Dash, and transforms back into robot mode.

"Dash, thanks."

"No problem." The pony smiled at her friend.

"One more thing, I want you to remember something for me." Arcee began to say.

"Sure, anything." Rainbow Dash replied.

"I want you to remember a name. Jack Darby." Arcee told the pony.

Rainbow Dash was confused.

"Jack Darby? Who's that?" The puzzled pegasus asked.

"That's the name of my current partner, and one of my closest friends who I regard like a younger brother." Arcee explained. "If I don't make it out of this, and if you ever have the chance to meet him, tell him this for me, that he, you, and Cliff were the best partners, and best friends I ever had."

"Sure, I'll remember that name, but you don't need me to do that, cause you're gonna live through this, and tell him yourself! I'm not giving up on you." Rainbow Dash confidently stated.

"Rainbow Dash, I will remember your name, Pony." Dreadwing said as he transforms back into robot mode and lands in front of them. "Clearly, you know about honor. For that I can respect you. However, you are still my opponent."

"Dash, for the last time, GO! I'll hold him off." Arcee yelled, as this time she ran towards the Decepticon before Rainbow Dash could object.

"I may be running low on Energon, But I can still take you down." She shouted as she jumped and did a flying kick at Dreadwing.

This time, however, the Decepticon knew what she was up do, and grabbed her leg as she was about to strike, then slams her hard into the ground.

"Arcee, NO!" Rainbow Dash yelled in horror as she sees her friend get pummeled. Arcee was once again, knocked out.

"You're gonna pay for that!" She shouted in anger.

"Show me your skills, Rainbow Dash!" Dreadwing demanded.

He then transforms into his jet mode, and gave chase again.

"Fine, catch me if you can, Dipwing!"

With that, Rainbow Dash takes to the skies, with Dreadwing right behind her.

As they soar through the clouds, Dreadwing began to fire his guns again. Rainbow Dash barrel rolled, and somersaulted out of the way to avoid being hit. She then does a sharp turn in an attempt to lose him, but Dreadwing was also a skilled flyer, as he was able to stay on her tail.

"This guy's really starting to make me mad." Rainbow Dash muttered.

"Fine, you wanna do this the hard way, then we'll do it the hard way!" She shouted at the jet.

Rainbow Dash began to pick up speed again, as Dreadwing also began to do the same.

A dome of air began to form around Dash as she continued to pick up speed, as the Con pursued.

Then suddenly, Rainbow Dash shoots forward with incredible force and unleashes another Sonic Rainboom, right in Dreadwing's path.

"BY THE PIT!" Dreadwing shouted.

"HA, taste the Rainbow!" Dash said with triumph.

However it was short lived. To her shock, she saw Dreadwing barrel out of the way of the wave, and then to her greater surprise, he too then performed his own sonic boom, though not as colorful, or explosive, but a regular sonic boom, and caught up to her.

"But, that's impossible. How can ANYPONY, err, Anyone, keep up with me like that?"

"Young foolish child," Dreadwing stated, "My Vehicular Mode is that of a F-35 Lightning II, a human built jet fighter, designed for air to air combat. In this form, I can reach super sonic speeds up to Mach 2 in less than forty five seconds. This form was meant to easily break the sound barrier."

With that, the nose of Dreadwing's jet form, rams into Rainbow Dash, knocking her out of control.

"YYYYAAAAAAAAHHHHH!!!!" She shouted as she crashes into a lake.

"A shame it ended this way. Your skills were indeed extraordinary. Had you been born from the Well of the Allspark as a Cybertonian, you would have made a fine Seeker in my Armada." With that statement, Dreadwing flies back to Arcee's location.

Rainbow Dash's head then pops out of the water as she gasps for air. She then takes off back into the air and tries to find Arcee. What she sees next, made her blood run cold.

Dreadwing had picked up Arcee, who was still out cold.

"Dreadwing to base, I require a ground bridge. And prepare the brig, I bring forth a prisoner."

With that statement, a green portal appeared before Dreadwing, as he began to walk towards it.

"No. Arcee, NO!" Rainbow Dash yelled as she flapped her wings furiously towards the Decepticon, but she felt a sharp pain in both her wings, and careened out of control. She hits the ground hard, just to see Dreadwing enter the green portal with Arcee in tow, and it disappears.

"Arcee.....ARCEE!!!!!" Dash was in tears.

She had failed. She couldn't help her friend when she needed her the most. Rainbow Dash then began galloping towards Ponyville.

"I gotta find the other bots."

Unaware of the trouble mounting, Bumblebee was over by Fluttershy's house with the yellow pegasus, They had been taking pictures for keepsakes of the trip.

Bumblebee was making sure the both of them were in every one of them. Bumblebee was pretty sure if he described the pony to Raf, he probably wouldn't believe him. Thinking about Raf made Bumblebee miss his human friend, but what made him sad the most was that Raf never got the chance to meet Fluttershy as well. In the past three days the two of them had a lot of fun together.

"Oh, it was very nice of Featherweight to lend us his camera for these lovely photos." Fluttershy said to the bot.

Bumblebee gave a response with his electronic beeps.

"Yes, this is indeed a fun day to be had. I just wished we had more time together." Fluttershy stated sadly.

She knew, that either tomorrow, or in the next few days, the Autobots would have to return to their world.

Bumblebee looked at Fluttershy sadly. He wanted to stay, but he knew he had responsibilities on Earth. He was needed back home, and he knew Raf must be worried sick about him. He decided to make these last few precious days in Equestria count.

Fluttershy was overcome with emotion, as tears streamed down her eyes. Bumblebee seeing this, then opened up his arms. Fluttershy dried her eyes, and climbed into his arms, as they embrace.

"Well, well.... Isn't this the Kodak moment." A nasty, and sarcastic sounding voice said from behind them.

Bumblebee recognized the voice, and to his horror as the turned around, standing behind him, was a red robot

Standing behind the newcomer, were two identical figures

"You're just the Autobot I was hoping to run into, Bumblebee." Knockout said in a mock friendly tone, "I still haven't paid you back for the train you hit me with in New York."

Fluttershy immediately jumped behind Bumblebee in fear, this time it was for good reason.

"Who are they?" She asked.

Bumblebee responded with his usual electronic sounds.

"You mean, those are.... DECEPTICONS? The bad robots you're at war with?"

Bumblebee nodded, and gave another high pitched response.

"I always knew you had a soft spot for that one human boy you hang around, but a little pony? Really now." Knockout smirked, as he and the two Vehicons, with their blasters drawn, began inching closer.

Bumblebee activates his arm blasters and was about ready to fire when Fluttershy stops him.

"Bumblebee, Don't! My animals may get hurt." Fluttershy objected. "Please, do you really have to fight?"

Hearing this, Bumblebee deactivates his blasters, and glares at the Decepticons.

"And now you're taking orders from it? My, how the mighty have fallen." Knockout mocked. "Turn him into scrap!"

The two Vehicons began shooting at Bee, as he scoops up Fluttershy and transforms.

With Fluttershy now, slightly out of harms way sitting in his passanger seat, Bumblebee drives off at full speed.

"After him! Lord Megatron will have our heads if he escapes!" Knockout ordered, as he and the Vehicons transform into their car modes, and gave chase.

As Bumblebee speeds off, Knockout and the Vehicons then activate their side guns and began shooting at the Autobot.

Fluttershy squealed in terror, as Bumblebee dodged left and right to avoid being hit.

Bumblebee gave his bleeps and blips to Fluttershy, who understood that she needed to keep her head down and out of sight. As the chase went on, Fluttershy couldn't help but peek out of Bee's rear window. She then notices where they are. They were racing up a mountain. The same mountain where perhaps a year or two ago, a dragon had taken up residence and was breathing smoke into Ponyville. She remembered clearly the day she had to convince him to find another spot to hibernate in.

As Bumblebee sees that they were no longer near any populated areas, he decided, this is where he'll make his stand.

He opens the door, and instructs Fluttershy to exit him. He then tells her to hide somewhere, which she willingly does so, behind a large rock.

As Fluttershy ducks behind the boulder, she then sees a red car, followed by two purple ones, roll up, and then transform into their robot forms.

"Well, sporting of you." Knockout said as he pulls out a staff. On the tip of the staff, was an electrified Energon prod.

The two Vehicons once again, draw their blaster hands.

Bumblebee began to shoot at them, as the three Decepticons scatter to avoid the shots. The two Vehicons take cover behind a large rock, similar to what Fluttershy was doing, and returned fire. Bumblebee fired a few more shots, then retreated into a cave to take cover, the same cave where the dragon once slept. As soon as the Vehicons reloaded their blasters, Bumblebee sprung from the cave, and began firing again. That was until, he was ambushed from behind. Knockout had thrust the tip of the Energon prod into Bumblebee's back, sending nasty jolts throughout his body.

"Electrifying, isn't it?" Knockout gave a dry remark.

He continues to thrust the prod into Bumblebee's back, as Fluttershy watched in horror.

At this point, something inside of her stirred. She gritted her teeth, spread her wings, and her very aura screamed of fury.

She then flew up to Knockout, who was still enjoying his torture of the Autobot.

"How dare you...." She muttered.

"Hmm, what's this?" Knockout seemed puzzled.

"HOW DARE YOU!!!!" Fluttershy angrily yelled.

This had the Decepticon medic's full attention.

"Just because you're big, and metal doesn't mean that you can be a bully. You do not, I repeat, you do NOT hurt my friends!" Fluttershy demanded, surprising both the Con, and Bumblebee, who's usually familiar with her more timid side.

Bumblebee spoke to her in his blips.

"I'll be fine, Bumblebee." She responded, in a surprisingly confident tone, "I won't let him hurt you."

"Come again?" Knockout asked in confusion.

"You do not, I repeat, you do NOT HURT MY FRIENDS! Now put that weapon away, and LEAVE US ALONE! Ya got that?"

"Uuuhhhgggg" Knockout muttered as Fluttershy stared into his optics.

For some strange reason, this pony was giving off some sort of creepy vibe.

"Knockout, sir? What's going on?" One of the Vehicons asked in confusion.

"I'm not exactly sure, but there's something about this pony, I don't like. And what I don't like, I CUT OPEN!" Knockout responded, finally regaining his composure.

Seeing this, Fluttershy's fearful side returned. Her Stare had failed.

Knockout transforms his right hand into a circular buzzsaw, as it begins to spin up.

"Now then, Prepare for surgery!"

Suddenly Bumblebee gets back on his feet, and punches Knockout in the face, sending him tumbling to the ground.

The other two Vehicons prepare to counter attack, only for Bumblebee to run up to one of them, and shoot it point blank in the face. The blast blows it's head clean off. The second Vehicon began to shoot madly at Bee, who uses the corpse of the dead Decepticon as a shield, he then returns fire, hitting the Vehicon several times in the chest, as it too falls to the ground, dead.

He then turns his attention to Fluttershy, and speaks to her in his unique language.

"I'm fine Bumblebee, thank you." Fluttershy answered.

Bumblebee gives another round of beeps.

"You're right, we need to leave this place....Oh no, look out!" Fluttershy shouted.

Too late, Knockout had pulled out a pistol, and fired at Bee, hitting him in the back.

"BUMBLEBEE!" Fluttershy shouted as she flew up to him.

Bumblebee immediately clasped Fluttershy in his hands, to protect her from Knockout, who fired on the Autobot again.

Bumblebee is shot in the chest twice, and stumbles backwards, to the edge of the cliff. Seeing this Knockout charges at him, and before Bee could react, the Con kicks him square in the chest, and knocks him off the ledge.

He sees Bumblebee fall off the mountain, then eventually, crash into the rocks below.

"Have a nice tumble, BUMBLE!" Knockout gloated. "You scratch my paint, I scratch YOU!"

Knockout cackled madly, "And that's One less Autobot to worry about!"

With that, Knockout transforms into his car mode, and races off.

At the bottom of the cliff, Fluttershy slowly crawls out of Bumblebee's clasped hands. Miraculously, she emerged unscathed.

As she eventually freed herself, she turned around and saw a horrific sight. Bumblebee was lying on the ground, his body twisted, and battered from the fall. His optics were no longer lit, and he seemed lifeless.

"NO! BUMBLEBEE!" Fluttershy cried, as she nuzzled the side of his face.

"Bumblebee, please, WAKE UP!" She pleaded, but there was no response.

"Please, don't leave me....."

Fluttershy began to openly weep as she sat next to the fallen Autobot.

Just then, She heard the sound of an engine in the distance, and tires screeching. The sound was getting closer.

"Oh no, that horrible Decepticon is coming back." Fluttershy squealed, as she tried to look for a place to hide.

At the same time, she was reluctant to leave her friend.

But as the vehicle got closer, she realized, it was someone she knew, especially with the double 38's on the doors.

"SMOKESCREEN!" She called out.

Smokescreen came to a halt, then opened his door, as Pinkie Pie hopped out. Then he transforms into robot mode.

The two then see the horrible situation.

"Bumblebee!" Smokescreen called out, as he rushes to his side. "No, we're too late."

"Fluttershy!" Pinkie bounced up to her friend and hugged her tightly. "You're ok! I'm so glad you're safe!"

"I'm fine Pinkie, but Bumblebee...." She sadly stated

Pinkie Pie was also equally saddened to see the Autobot battered up.

"Come on Bee, don't do this, say something, please!" Smokescreen pleaded with the scout. "Come on, this isn't funny you gotta wake up!"

As if on cue, Bee's optics finally light up, as he turns his head to look at Smokescreen.

"He's alive, HE'S OK!" Pinkie shouted happily.

"Oh thank goodness. I thought we lost you." Fluttershy, still in tears, replied.

"Thank the Allspark, you're still with us." Smokescreen said as he takes Bumblebee's right hand with his. "But he's far from Ok, Pinkie. Bee's hurt, and BAD!"

"We need to get him some help!" Fluttershy said, "Let's get him back to Ponyville, back to civilization. I'm sure there's somepony that can help us."

"Yeah, you're right, Shy." Smokescreen answered her, "After that, we gotta tell Optimus. The Cons are here. We need to stop them."

Bumblebee weakly beeped, while the others looked at him worriedly.

"Just hang in there Bee. We're gonna move you. We'll get you some help. Just hold on a bit longer."

Chapter 13

Aboard the bridge of the Nemesis, Megatron stood silently, watching his plan of taking down the Autobots one by one unfold on the monitors.

As he continued to view his scheme, he hears the door open from behind him. The lord of the Decepticons turns around to see his second in command approaching him.

Dreadwing then kneels before his master.

"Lord Megatron," He began, "I have successfully captured the Autobot, Arcee. She is being placed in a holding cell as we speak."

"Excellent work, Dreadwing." Megatron complimented his loyal servant, "That's one less Autobot to worry about. When the moment presents itself, then we shall have her executed."

Megatron then notices the dents and scratches in Dreadwing's armor.

"I take it, that Arcee put up a struggle? She can particularly, be a handful." Megatron asked.

"It wasn't just Arcee, my liege, but a rather, formidable pony called Rainbow Dash that gave me some... difficulty." The seeker commander answered. "It would be unwise, to under estimate these natives."

"Really now, Dreadwing?" Megatron said in an annoyed tone, "You allowed a weakling organic to match you? Pathetic. No matter... Arcee has been taken prisoner, and your mission has been accomplished. And Dreadwing, I don't EVER want to hear about one of my top lieutenants, having difficulty fighting an organic germ again. You will terminate them without hesitation if you have another altercation with them. Understood?"

"Yes, my lord." Dreadwing replied.

Then, both Megatron, and Dreadwing hear a ground bridge portal open from behind them. As they look at the portal, they see Knockout, with a grin on his face, walk through.

"I take it, judging by your, smug appearance, you have good news?" Megatron asked.

"Indeed, Lord Megatron," Knockout answered, "I can officially say, that Bumblebee is no more! He's nothing but a crater at the bottom of a mountain."

"And where, pray tell, would your evidence be?" Megatron scoffed, not believing that the medic could accomplish such a feat.

"Well, you see, he fell of a cliff, and..." Knockout began to stammer.

"NO EXCUSES, KNOCKOUT!" Megatron yelled. "If you truly terminated an Autobot, as so you claim, you are to fetch the remains. I want the corpse brought back here as solid PROOF! Do I make myself clear, Doctor??!!"

"Crystal, Lord Megatron." Knockout answered, nearly rattling his armor from shaking in fear.

"Enough of your cowering, and return to the laboratory. I will need your scientific expertise later on, when we've obtained the spell to return us to Earth, given that Queen Chrysalis holds up her end of the bargain." Megatron ordered.

"As you wish, my liege." Knockout bowed, and exits the bridge with Dreadwing following him out.

He then views his monitors again.

Megatron gives a slight evil laugh, as he watches his troops about to ambush the Wreckers, who were separated from each other in different locations.

Sweet Apple Acres...

Applejack rested under one of the trees in her orchard, taking a break after a long day of apple bucking. She then hears heavy footsteps approaching her, and coming into view, was a familiar large green Autobot. Bulkhead then sits down in front of her, with an embarrassed look on his face.

"Sheesh, I can't believe I did it again." He said to the cowmare, "It's probably best you don't take me to the market again. That pony, Carrot Top I think her name was, looked like she was about to rip my transistors out after I accidently stepped on her cart."

"Now don't you worry about it, big guy." Applejack answered him, "Ya didn't mean to cause such a ruckus. Thanks to the gems Spike found earlier this week, we were able to pay her back."

Bulkhead gave a slightly awkward smile to her, as Applejack was still very forgiving towards her other worldly companion. She knew he had no malicious intent.

"I'll make it up to you all, I promise." Bulkhead stated as Applejack simply laughed.

"You're a pretty hard worker, just like Big Macintosh. The farm's been doin' better than ever since you showed up. Our workload's been cut in half. I can't thank ya enough, Bulk. You've truly been a great help."

The Autobot sheepishly scratched the back of his head.

"Heh, thanks AJ. I'm just glad I was able to be productive, despite all the trouble I caused." he replied.

"Think nothin' of it. Why to me, you're officially an honorary member of the Apple Family."

This statement caught Bulkhead by surprise.

"Well, Gee, I'm honored!" Bulkhead said, "First, I was a construction worker, then a Wrecker, later a member of Team Prime, and now, an Apple Farmer. Guess my resume's getting longer."

"And I'm always happy to have ya. All of us are." Applejack answered.

"You and your friends seem to have lots of adventures," Bulkhead explained, "there's never a dull moment here. I sure wish Miko could see this. I'm sure she'd enjoy this world."

"And who's Miko?" Applejack asked.

"She's a human, one of the native lifeforms of Earth. She's a bit of a thrill seeker, and feisty. Miko kinda has a bad habit charging headon into action, though it can get her into trouble alot. Still, she's one of the best friends I ever had, next to Jackie, and you of course. I'm kinda sad the two of you will probably never get to meet. Still, she'd probably never believe me when I tell her about you ponies."

"Heh, sounds like Apple Bloom and the rest of the CMC when they're together in one of their crusadin' quests . She seems very rambunctious." Applejack replied. "So, what do these, Hoo-mans, look like?"

"Humans," Bulkhead corrected her, "And why tell, when I can show you."

And with that statement, the Autobot opened his chest compartment, and pulled out a small photo. He then shows it to the pony.

It was a picture of Bulkhead, with a girl sitting on his shoulder.

"Well Tarnation!" Applejack said, "The world you come from is ruled by a bunch of hairless monkeys!"

The two shared a laugh, as Applejack then gets back on her feet.

"Well, that's enough for my break." She stated, "Gotta get back to the harvest. Big Macintosh and Apple Bloom are waitin' for me."

"Sure thing AJ, I'll catch up with you, as soon as I fix that leaky roof on your barn. Granny's been bugging me about it for the past few hours." The Bot stated, as he began to walk towards the barn.

Applejack simply smiled at Bulkhead as she watched him walk off, but also felt a slight sadness. She knew he would have to return to Earth soon.

"I sure am gonna miss the big lug." She thought to herself.

She then makes her way deeper into the orchard as she sees Big Macintosh bucking a tree, knocking the apples out of it, as Apple Bloom tried her attempt, kicking another tree, but to no avail.

"Dang-nammit" Apple bloom yelled, "I'm never gonna be good at this."

"Don't you worry, sugarcube." Applejack reassured her, "It'll take some practice, but you'll get the hang of it."

"Eeyup!" Big Macintosh agreed.

"I guess." The filly replied, still unconvinced.

"I know, why don't ya help your brother out by gettin' the baskets ready?" Applejack instructed.

"Sure, I can do that!" Apple Bloom happily stated, as she began to run towards the storage shed.

"That filly, always tryin' too hard. But I'm glad she's willing to work hard." Applejack mentioned to her brother.

"Eeyup." Big Macintosh again agreed.

The two siblings nod to each other, then resume their work.

But then, Applejack and her brother hear what appears to be a loud buzzing sound.

"What in tarnation is that?" Applejack asked, puzzled by the noise.

Big Macintosh simply shrugged.

"Hmm, sounds like, bugs. They better not be goin' after the harvest." the cowmare said.

The buzzing however, grew louder. Then the source of the noise revealed itself, as it flew over the orchard.

What appeared to be a giant beetle soared over the farm, and seemed to zero in on the two ponies.

"WHAT IN CELESTIA'S NAME??!!" Applejack shouted in shock, as her eyes nearly bulged out of their sockets.

Big Macintosh jaw hung open, dropping the piece of straw he was chewing on.

The giant bug then lands in front of the two ponies, and gives a loud shriek.

"I've never seen a bug that big in my entire life!" Applejack shouted, as she and Big Macintosh took defensive stances.

The giant beetle then gives another loud bellow, and runs towards them.

"Oh no you don't! I don't care how big you are. No pests are gettin' our crop." She bravely stated as Applejack stood her ground.

As the bug got closer, Big Macintosh then jumps up, and with his mighty hind legs, bucks it in the head, knocking it a few steps back.

"Good work, Big Mac." Applejack complimented, "You got that bug spray around?"

"Eeyup!" Big Macintosh answered, as he whips out a spray can.

The bug then advances again, shrieking louder than ever.

"Let em' have it!" Applejack ordered, as Big Macintosh unloads the spray can right into it's face.

The insect simply looks at the ponies, with puzzlement, cocks it's head, then shrieks again.

"Horseapples! It didn't work!" the orange mare said in frustration, as she began to grow afraid.

Big Macintosh also began to back up, realizing, they may be in over their heads.

Suddenly more buzzing sounds could be heard, and to the Apple Siblings' horror, two more giant beetles flew over head to join the one already present. They land next to the original bug, one on each side. They too also give a loud bellow and roar. Then they do something unexpected.

To Applejack's and Big Macintosh's surprise, their forms began to change. Moving their shells like giant puzzle pieces, they start to shift and change. Soon they had taken the form of giant monstrous biped creatures with sharp teeth, mandibles, and claws.

"Uh, Big Macintosh.... I'm startin' to think, these ain't yer normal garden variety pests." Applejack nervously stammered.

"Nope!" Big Mac answered, equally horrified by this revelation.

The three monsters then give a loud bellow and shriek, and began to rush towards the ponies.

"YIKES!" Applejack yelled.

"NOPE NOPE NOPE NOPE NOPE!!!!!" Big Macintosh shouted as they both began to retreat.

As they gallop in their escape, they see their younger sister coming towards them with a basket in her mouth.

Apple Bloom, seeing her brother and sister running towards her, puts the basket down, and looks on in confusion.

"Applejack? Big Macintosh? What's goin' on?" She asked innocently.

"Apple Bloom, RUN! Ya gotta get outta here, NOW!" Applejack shouted to her.

"Eeyup!" Big Macintosh replied.

"Huh?" Apple Bloom was confused, until she saw the three giant monsters appear out of the thick brush of the trees of the orchard.

"AAAAAHHHH!!!" The little filly screamed.

Big Macintosh immediately scooped Bloom up and placed her on his back, as the ponies galloped as fast as they could, while the beasts in hot pursuit.

One of the bugs then transforms back into beast mode, and flew overhead. It then lands in front of the ponies and cuts them off. It then transforms back into the biped monster and bares it's claws menacingly at the trio.

Before they knew it, the Apples were surrounded by the three monsters.

"What are we gonna do?" Apple Bloom asked in desperation.

"I don't know, but We'll find a way out of this." Applejack answered, doing her best to reassure her sister and keep calm about the situation.

As one bug monster began to advance, with it's claws hovering over the ponies, it was getting ready to strike. That's when a honking sound could be heard.

A familiar large green SUV then barreled towards them, and before the creature could react, Bulkhead rams into it hard, sending it crashing into a tree. It had hit it so hard, the tree had uprooted.

"BULKHEAD! Ya saved us!" Applejack happily shouted to her friend. "I knew I could count on ya!"

Bulkhead then transforms into robot mode, and arms his wrecking ball hands.

"AJ, Mac, Bloom, you all ok?"

"We're fine Bulk." Applejack answered. "Come on, let's get these critters off of our farm!"

"What are these things?" Apple Bloom asked.

"I can't believe there here. This is bad..... REALLY BAD!" Bulkhead says as he readies himself.

"You, know these varmints?" Applejack stated in puzzlement.

"AJ, these aren't your ordinary farm pests. These, are INSECTICONS!" The Autobot explained, "They're some of the most dangerous Decepticons that Megatron has in his ranks."

This revelation comes to a shock to the three Apple siblings.

"Run that by me again?!" Applejack stammered.

"If the bugs are here, that means, Old Buckethead is on your world!" Bulkhead said.

"Ah, it is none other than the Wrecker." One of the Insecticons said. "By destroying you, we shall avenge our fallen comrade, Hardshell."

"If you miss Hardshell so much, then I'll see to it, you'll meet him soon, bugface!" Bulkhead yelled back.

With that, Bulkhead charges at the Insecticons, as two of them engage the Autobot in battle.

Applejack and her siblings began to watch, as Bulkhead smashes his wrecking ball into one of the Insecticon's face, knocking it down, as another one takes a swipe at him. The Autobot catches it's fist, and does a spinning hammerfist to it's side. The Insecticon is slammed into the ground. Then the first Insecticon charges at the Wrecker, and with it's claws, manages to strike Bulkhead in the chest, leaving scratch marks on his chassis.

"Bulk!" Applejack screamed in horror.

"Just a plating wound." He answers her.

The second Insecticon transforms into beast mode, and takes off into the air. It then charges up it's horn, revealing it to be a cannon, and starts shooting and strafing the Bot. Bulkhead then turns his right hand into a blaster, and returns fire. The Insecticon is hit on it's side, but it doesn't seem to do much damage. Regardless it lands, and transforms back into robot mode.

It charges at him, as Bulkhead continues to shoot at it. Only for him to be blindsided by the first Insecticon from behind, when it punches him in the back.

All this time, Applejack, along with her two siblings watched the events unfold. She then notices something.

While the two Insecticons were busy fighting Bulkhead, the third was simply watching. It hadn't entered the battle yet.

She then realized why..... This one was waiting for the other two to wear the Autobot down. As soon as Bulkhead either took enough damage, or exhausted himself, it would enter the fray, and strike. Applejack could feel her anger began to rise, as the rage boiled inside of her.

"Why that, dirty, rotten, no good, snake in the grass!" Applejack muttered. "Big Mac, we gotta do something!"

"Eeyup." Big Macintosh answered.

"What's the plan?" Apple Bloom asked.

As Bulkhead continued to hold off the Insecticons as best he could, he began to falter. The battle and the damage he's been receiving began to take it's toll. One of the Insecticons punches him in the face, knocking the Wrecker backwards, only for Bulk to land into the fist of another Insecticon, as it punches him back towards the first one.

At this point, the third Insecticon was about to strike. It readied it's arm mounted blasters, and took aim at Bulkhead. Then suddently... SPLAT!!!

Something had hit the Insecticon in the optics. As it wiped the substance from it's face, it sees that it was the remains of an apple. The Insecticon then sees, Apple Bloom tossing apples in the air, as both Applejack, and Big Macintosh bucking them at it's direction.

More apples began to hit the Insecticon. It shrieks in anger, then aims it's blasters at the ponies instead.

"Scrap!" Bulkhead shouted. "AJ, Mac, Bloom, what are you doing??!!! Get out of here now!"

Bulkhead knocks the Insecticon he was fighting off of him, and makes a B-Line towards the Con that was taking aim at his friends.

He fires several shots at it. This gets the Con's attention.

The Insecticon then takes aim at Bulkhead, just as he transforms into his Vehicle mode, and drives at it full speed. The Con fires it's blasts, as Bulkhead weaves back and forth to avoid the blasts. He then transforms back into robot mode and jumps in the air, bringing his wreaking ball hand down onto the Insecticon's head as he lands, completely pulverizing it. The headless Insecticon then falls to the ground, dead.

"Ha! That's one down!" Bulkhead happily stated.

"Nice one there, Bulk!" Applejack complimented.

"That was awesome!" Apple Bloom stated.

"Eeyup!" Big Macintosh said in his usual tone.

One of the two remaining Insecticons then transforms into beast mode, and takes off into the air. It gives a loud shriek.

"What in tarnation is that bugger doin'?" Applejack wondered.

As the Insecticon continued to do it's war cry, Bulkhead realized an awful truth.

"Oh no.... This isn't good." He said to the ponies.

"Why, what's wrong?" Apple Bloom asked.

"He's calling for reinforcements!" The Bot replied.

As on cue, a large swarm of Insecticons then fill the sky, flying towards their direction.

Bulkhead, and the Apple siblings looked on in horror.

"AJ, you gotta get your family out of here. Run, and don't look back."

"What are you sayin'?" Applejack couldn't believe her ears.

"I'm saying, you need to clear out. It's not safe for you to be here." Bulkhead replied to the stubborn cowmare.

"No way! I ain't leavin' you here with them beasts. You're a part of the Apple Family now. And we NEVER abandon our kin!" Applejack shot back.

"Eeyup!" Big Macintosh agreed.

"We'll stick by your side no matter what!" Apple Bloom added.

"I appreciate it. I really do. But you're in way over your heads. These Insecticons are deadly. I hate to say it, but none of you stand a chance. Now GO. I won't be able to fight to my fullest if I'm worrying about your safety." Bulkhead explained. "Besides, they're after me. I'm their main target. They'll most likely ignore you once I'm in their sights."

"We ain't goin nowhere!" Applejack snapped, "We're in this together, partner."

With that statement, Applejack and Big Macintosh took aggressive stances as the swarm got closer, with Apple Bloom looking up at the sky in anticipation.

"Sorry AJ, but this is for your own good." Bulkhead muttered, as he opens his chest compartment, and pulls out what looks like a grenade.

He then pulls the pin and places it behind the ponies, as a green cloud of gas begins to emit from it.

Applejack, Big Macintosh, and Apple Bloom then began to feel drowsy, then suddently, they lose conciousness, and drift into slumber. The sleeping gas had taken it's effect.

He then scoops up the three ponies, and heads into the orchard. Finding a pile of fallen leaves, Bulkhead then covers the sleeping trio, and hides them from sight.

After seeing that his friends were safely hidden away, he then confronts the swarm as they decent around him.

"So, who's ready to rumble?" Bulkhead stated as he slams his fists together.

The swarm of Insecticons transforms into robot mode and charge at him, while Bulkhead, with his blasters firing wildly into the swarm, charges back at them.

As Applejack comes to, she groggily began to open her eyes, and rubs them. She sees Apple Bloom, and Big Macintosh, covered in leaves, sleeping next to each other. For a moment she was too dazed to remember what had happened. Then it all comes back, as her memories flood into her mind like a broken dam unleashing a river. She and her Brother were about to help Bulkhead take on a swarm on Insecticons, only for everything to suddenly go black.

Applejack immediately jumps up, and runs towards the battle field. However, when she reaches it, she is greeted by a horrific sight.

Countless corpses of dead Insecticons littered the farm. She began to search for the Autobot.

"Bulk? Bulk, where are ya?" She called for him.

"Where is that load of lead?" Applejack thought to herself.

She then hears noises coming from the other side of the barn. Quickly she gallops towards the source. What she sees next, made her stomach churn.

About six Insecticons were carrying Bulkhead's unconcious body towards what appears to be a large green portal.

"We have subdued the Wrecker." One of the Insecticons said, "Lord Megatron shall reward us greatly with our prize."

The others nod in agreement, as They drag Bulkhead into the portal.

"No, Bulkhead! You varmints better let him go." Applejack yelled as she ran towards the Cons.

Ignoring the pony, as they don't see her as a threat, the Insecticons, with Bulkhead in tow, enter the ground bridge, and it disappears.

"Oh no.... no...... NOOOOOO!" Applejack cried out.

In a mountainous, rocky area not far away from Ponyville, Rarity, along with her sister Sweetie Belle, were once again hunting for precious gemstones. They were completely unaware and oblivious to the danger of the Decepticon attacks that had befallen their friends.

"I'm glad you decided to take me on another field trip, Rarity." Sweetie Belle smiled at her older sister, "Maybe I'll get my cutie mark today."

"Anything is possible, little sister." Rarity replied to the filly, "I'm just glad we're actually spending some time together. Just the two of us."

She was particularly pleased, that Sweetie Belle, for once, won't be anywhere near Wheeljack. Rarity believed The Wrecker's uncivilized behavior was beginning to rub off on her sister. She would have none of it.

The unicorn fashionista happily watched her younger sister fill her saddle bags with a number of different precious stones, as Rarity's horn glowed and directed her of where more could be found.

"Ah yes, a perfect day without that uncouth barbarian to ruin it." She said to herself, as Sweetie Belle continued to dig up more gems.

"Well, I think that's all there is here, Rarity." Sweetie Belle calls out.

"Good work, Sweetie Belle. We've got ourselves quite the collection. Now, let's move on to the other side of the mountain." Rarity instructed.

Sweetie Belle began to grow nervous at Rarity's words.

"What ever is the matter, dear?" Rarity asked in concern, seeing her sister's fear.

"Do we have to go....THERE??" Sweetie Belle asked in a frightened tone. "What about those stories? You know, about the legendary monster that lives there?"

"Oh Sweetie Belle, you know it's just an old fillie's tale to scare children. I assure you, he doesn't exist." Rarity reassured her sibling.

"But I heard that any pony who goes to the other side of the mountain, never came back. That HE took them." Sweetie Belle complained.

"Sweetie Belle, really now..." Rarity said in a stern tone, "How old are you? And you STILL believe in that old legend?"

Just then, both unicorns hear what sounds like a vehicle driving towards their position.

As soon as they see the object in question, Rarity facehoofed.

"Spoke too soon about not having to put up with him today." The unicorn thought to herself.

Sweetie Belle however, had a smile so large on her face, it would make Pinkie Pie celebrate.

"Uncle Jackie!" she called out to the vehicle as it transformed.

"Huh, funny meeting you two here." Wheeljack stated, as he approaches the two.

"Uuugghh." Rarity groaned.

"Nice to see you too, Sunshine." The Bot joked.

"And what exactly are YOU doing here?" Rarity asked, clearly her mood ruined.

"Picked up an Energon signature in the vicinity. Figured I'd check it out. It could be a new source, for all I know." Wheeljack explained.

"More Energon? Cool!" Sweetie Belle beamed.

"Well, you go on and gather what you need. Sweetie Belle and I are to continue onto the other side of the mountain, for more gemstones. And don't you even THINK of blowing anything up this time!" Rarity snapped at the Bot.

Wheeljack simply chuckled, amused by how upset she was getting.

He then notices that Sweetie Belle was growing uncomfortable with the idea of venturing to the mountain side.

"Something bothering you, kid?" He asked.

"I don't wanna go to that side. or HE'LL get us!" Sweetie Belle said.

"What are you talking about?" Wheeljack asked again.

Rarity gives out a loud sigh, and began to explain the situation.

"Well, if you must know, Sweetie Belle still believes the legendary and mythical creature lives on the other side of this mountain. She's convinced it will grab us, and take us away to do Celestia knows what."

"Is that right?" Wheeljack said, amused, "Heh, maybe I ought to tag along. If any monsters attack you, I'll be sure to kick it's tailpipe all the way to the Pit."

"You'd, really do that for us?" Sweetie Belle beamed at the Wrecker.

"Sure." he answered.

"You're the best, Uncle Jackie!" the filly called out, and hugged his leg.

"Why must I suffer?" Rarity complained.

The three then began to walk towards the other side of the mountain.

"So, what's this legendary beast I keep hearing about? Does it have a name or something?" Wheeljack asked.

"Yeah, it does." Sweetie Belle answered, "He's called, the Slendermane. The Slendermane is a tall lanky creature that walks on two legs. Kinda like Minotaurs, or, like you, Uncle Jackie. He has no facial features, and extremely long arms and legs. He also has a number of tentacles coming out of his back like an octopus."

"Sounds weird." Wheeljack stated, "A little too farfetched, if you ask me."

"It's just an old filly's tale." Rarity added, "Something made up to scare youngsters into staying out of trouble."

"Nuh, uh, it's real! They say that any ponies who come to this side of the mountain, never return." Sweetie Belle interjected.

"Well, legend or not, you got ten tons of living metal here to protect you. I wouldn't worry about any legendary monster." Wheeljack reassured her.

As they continue down the mountain path, Wheeljack then suddenly picks up a signal on his sensors.

"Something's up. Stay here and don't move. I'm picking up a strong signal." He instructed, as the two unicorns look at him, puzzled.

"What is he doing now?" Rarity said in an annoyed tone.

Wheeljack looks at the direction towards the peak of the mountain, and sees an object fly towards him. It was so fast that it reached his position in less than 10 seconds. The flying object then changes shape in mid air, and lands in front of the trio. It was a tall, skinny metal biped with no face, and dark blue.

Rarity and Sweetie Belle were immediately shocked at what they saw, and started screaming in terror.

"IT'S THE SLENDERMANE! I TOLD YOU HE WAS REAL!" Sweetie Belle shrieked.

"I can't believe it, the legends were TRUE???!!" Rarity yelled in disbelief.

The creature then extended two tentacles from it's back and waved them menacingly at the Autobot. This terrified the ponies even more.

"YOU AGAIN!" Wheeljack yelled, as he drew his swords. "I don't know what you're doing here or how you got here, but this time you're leaving... IN PIECES!"

"Uncle Jackie, you, you KNOW the Slendermane?" Sweetie Belle asked in surprise.

"That ain't no Slendermane, Belle. That's Soundwave." Wheeljack explained "He's a Decepticon, not a legendary monster."

"A Decepticon, you mean those horrible brutes that destroyed your homeworld?" Rarity in shock asked.

"And Soundwave's one of the most dangerous Cons yet next to Megatron himself." The Wrecker answered her.

Soundwave then shoots his two tentacles at Wheeljack, who jumps out of the way, barely missing him by inches. Wheeljack then charges at the Con, swinging his swords at him. Soundwave parries with his arms as Wheeljack takes swipes at him. He then launches a tentacle at Wheeljack's right hand, and knocks his sword away. The tentacle then latches onto the Autobot's arm, and pulls him closer to the Con.

"Oh no, Uncle Jackie!" Sweetie Belle shouts in horror. "Rarity, what'll we do?"

Rarity had no answer, she was too shocked and horrified at the battle unfolding.

"Sweetie Belle, we have to hide. This has become too dangerous." She said to the filly.

As Soundwave pulls Wheeljack closer to him, The Autobot then turns his hand into a blaster, and fires at the faceless Con. This forces Soundwave to release his grip on Wheeljack, and dodge, as the edge of the plasma blast grazes his armor.

"There's plenty more where that came from, Con." Wheeljack said, as he picks up his dropped weapon, and charges at Soundwave again.

Soundwave merely stood still in silence as Wheeljack began to take more swipes at him. The Decepticon simply dodged the attacks with ease, as the Autobot wasn't able to land a single hit on him. He then shoots out another tendril, and latches onto Wheeljack's chest. The Autobot is knocked backwards, and pinned to the ground. The tip of Soundwave's second tentacle then begins to spin up like a drill, and inches closer and closer to Wheeljack's head.

Just as the spinning tendril was about to bore into his face, a rock hits the tentacle, it was enough of a distraction for Wheeljack to grab it, and jam it into the other tentacle that was pinning him to the ground. This causes Soundwave to retract his tentrils. He then looks at the source of the distraction, to see a white Unicorn with a purple mane, levitating a number of rocks around her using her horn.

"Nice shot Rarity!" Sweetie Belle called out.

"Take that you ruffian!" Rarity shouted at the Con.

"Not that i don't appreciate the assist," Wheeljack said, "But you two need to clear out. You don't stand a chance against him."

"I would heed his warning, Sweetie Belle. Let's go!" Rarity stated, as she uses her magic to grab her sister and began to gallop away.

Soundwave transforms into his drone mode, and flies after them in pursuit.

"Oh no you don't!" Wheeljack yelled as he fired his blaster hands at him, but he was out of range.

He then transforms into car mode, and also gives chase.

"Rarity, the Slendermane is gaining on us!" Sweetie Belle shouted in a squeaky tone.

"Sweetie Belle, find somewhere to hide. I'll lead him off our tail." Rarity instructed as she turns to face Soundwave, who had landed and transformed back into robot mode.

"What? But I can't just leave you here." The little filly objected.

"Go now! Listen to your big sister and run!"

But it was too late, Soundwave was already right on top of the two. In one of his extended tentacles, he held a small object. He then pointed the object at the two unicorns, and unleashed an attack with audio frequencies.

Rarity and Sweetie Belle immediately covered their ears and screamed in pain. Soundwave continued to unleash his attack with the Resonance Blaster upon the sisters.

As Wheeljack pulled closer he saw the terrible sight before him. Soundwave had the ponies at his mercy. He needed to act quickly. If the Resonance Blaster continued it's onslaught, it would do more than destroy their eardrums. The intense waves would cause an organic creature's bones to shatter, and internal organs to rupture. Wheeljack knew what he had to do.

He then transforms into robot mode, and and jumps into the air.

"YAAAAAAAAHHHH!" Wheeljack let out a war cry.

He latches onto Soundwave's back and began to punch the Decepticon in the back of his head.

Soundwave began to struggle, and using one of his tentacles, plucks the Wrecker off of his back, and throws him into the ground hard. Then fires the Resonance Blaster at the Autobot.

"AAAAAGGGGGHHHHHH" Wheeljack yells in pain as he writhes and collapses on the ground.

Soundwave then approaches the downed Wrecker, and adjusts the Resonance Blaster to it's highest setting, and fires it again. The audio vibrations this time, pins the Autobot to the ground, and causes his chest plate to crack like glass.

At this point, Rarity and Sweetie Belle had recovered from the attack, and were watching helplessly.

"Wheeljack... you, you put yourself in harm's way, to save us." Rarity said, with genuine appreciation for what he did. "Sweetie Belle, stay here, I have to help him."

"Huh, what did you say?" Sweetie Belle shouted, her ears still haven't fully recovered from the effects of the Resonance Blaster.

"Just stay put. I'll handle this." Rarity replied.

From her saddle bag, she levitated out a number of fairly large diamonds. At first she was hesitant about using such precious gems as weapons, but she knew Wheeljack needed help. Rarity then runs up to Soundwave, who still had the Bot at his mercy, and using her horn, she hurled the diamonds with all her might at Soundwave's head.

The diamonds collide with his facial region, distracting Soundwave again from his attack. Thanks to diamonds being one of the hardest substances around, Soundwave's visor actually began to crack due to the impact of Rarity's projectiles.

Wheeljack, weakened by the Blaster, looked at Rarity's direction.

"Scrap." He muttered, "Run, get.... out of here....."

Seeing that the distraction was a success, Rarity took off running, away from her sister, to lead Soundwave astray.

Soundwave then fires the Resonance Blaster at Rarity as she jumps, and hops side to side to avoid the blasts. For a unicorn who designs fashion, Rarity was surprisingly athletic.

But Soundwave was no fool. He then fires the Resonance Blaster at a mountain face above the unicorn. The mountain wall then begins to crack, and before she could react, Rarity realized a rockslide was about to crush her.

"WAAAAHHHHHH" She screamed in horror as a giant boulder was about to land on her.

"RARITY!" Sweetie Belle called out to her sister.

But before it was about to flatten the unicorn, a blast of energy hits the boulder, blowing it to bits. Rarity then sees that Wheeljack, with whatever ounce of strength he had left had fired at the falling debris.

"Way to go, Uncle Jackie!" Sweetie Belle cheered.

"Yes, well done, Wheeljack. Thank you." Rarity complimented.

Wheeljack then slowly gets back on his feet, as Sweetie Belle runs up to her sister, and gives her a big hug.

"I'm glad you ok, Rarity. I thought I lost you for a minute there."

"Oh it will take more than some rock to keep me down." Rarity said to her sister.

They then see Soundwave approaching them again, this time both of his tentacles began to spin like drills.

"Stay behind me Sweetie Belle." Rarity said in a defensive and stern tone. Her horn then began to glow.

Rarity wasn't sure how she could defend herself or her sister, but she had to hold out and be strong, for Sweetie Belle's sake.

But to her great surprise, she then sees Wheeljack, again, jump onto Soundwave's back.

"GET HIM, Uncle Jackie" Sweetie Belle squeaked as the ponies watched the two Cybertronians battle.

"This is our chance, let's go!" Rarity called out as she and Sweetie Bell made a break for it.

They then turn around to see that Wheeljack had removed the grenade from his hip during the struggle.

"Wait, what's he doing?" Sweetie Belle asked.

"That object, I remember what it does. He's going to..... Oh no, please Celestia NO!" Rarity cried in horror.

"Rarity, Belle, get going. And whatever you do, don't look back. I'm taking him down even if I go down with him."

"Uncle Jackie, what are you saying?" Sweetie Belle cried in desperation.

"Wheeljack no. Please, you don't have to do this." Rarity begged.

"It's something I gotta do." Wheeljack smiled, as he pulled the pin.

A few moments later....... KABOOM!!!!! A massive explosion of blue flame erupts. The shockwave from the blast sends both unicorn sisters flying backwards, as they land hard on the ground.

"Uugghhnnn." Sweetie Belle groaned, as she regains her composure.

"Sweetie Belle, are you alright? Are you hurt dear?" Rarity asked in concern.

"I think so." She answered, and looked up at her sister. "Oh Rarity, you're a mess."

Rarity's mane was completely ruffled up, her white coat was covered in dirt, and she had several small cuts and scrapes on her.

"It'll be fine. I'm just glad you're still in one piece." The fashionista replied.

"But Uncle Jackie, what about him?" Sweetie Belle cried out.

Rarity gave a look of great concern, as she and Sweetie Belle looked at the general direction of where the combat was.

They see blue flames burning, and large piles of rubble everywhere. But no sign of either Wheeljack, or Soundwave anywhere.

"Uncle Jackie!" Sweetie Belle called out, "Uncle Jackie, where are you? Please, answer me!"

"Wheeljack please answer us. It's horribly rude if you don't." Rarity yelled.

But then they see something that made their hearts drop. Next to a pile of rubble, was Wheeljack's right arm, severed from the elbow down.

Rarity gasps in horror, with tears in her eyes. Sweetie Belle looked on in complete shock, and dispair. The young filly then broke down, and began to wail as she cried loudly.

"No, Uncle Jackie, he, he can't be....gone." Sweetie Belle sobbed.

"Oh Wheeljack...." Rarity began to feel a sadness wash over her. "You fool, you heroic fool!"

They both approach the arm, Sweetie Belle immediately hugged the index finger, while Rarity gently put her hoof on the thumb. She then places her head in the palm, and begins to nuzzle it.

"You, saved us, but at a terrible cost. I can't believe you're gone." Rarity sobbed. Then she suddenly burst into tears.

"I BITE MY TONGUE FOR EVERY HORRID THING I EVER SAID ABOUT YOU! I take it all back, you ARE a hero!" She couldn't contain her sorrow anymore. "Goodbye dear Wheeljack, and thank you. Sweetie Belle and I are forever in your debt, and we will never forget your noble sacrifice."

At this point she also broke down, crying her eyes out, and holding Sweetie Belle close, as they both mourned.

But then they were startled when the two heard the sound of rock moving against rock.

"What's that?" Sweetie Belle asked.

"I'm not sure." Rarity answered.

Then suddenly a pile of rubble began to stir, and move, as something underneath began to dig it's way out.

"Uncle Jackie? Is he OK?!" Sweetie Belle squeaked, here eyes lighting up.

Then a blue tentacle busts out of the rubble, and Soundwave pulls himself out.

The two ponies look on in absolute horror. Soundwave was still alive, and seemingly unscathed. Wheeljack had sacrificed himself in vain.

"Sweetie Belle, get behind me, NOW!"

Rarity takes a defensive stance, as Sweetie Belle huddled behind her.

On the bridge of the Nemesis, Megatron had been watching Soundwave's battle the entire time through his live video feed.

The Decepticon Lord gives an evil cackle as he saw the events unfold.

"Excellent. Wheeljack has foolishly terminated himself to protect the flesh creatures. Such heroic nonsense."

He then sees Rarity, with her horn glowing through Soundwave's broadcast.

"Hmm, it appears the horned ones possess the arcane abilities of this species. Soundwave, capture the adult and take her to Knockout's laboratory. She will make an excellent case for study." Megatron ordered.

Soundwave, hearing his master's orders, nods, then approaches Rarity.

"Stay away from us, you monster!" She threatened.

Paying no mind to her words, Soundwave then launches a tentacle at the unicorn, and plucks her from the ground.

"RARITY NO!" Sweetie Belle shouted.

"Release me this instant, you vile fiend!" Rarity yelled in defiance.

Soundwave merely pulled her closer to his visor, and examined her. Then tosses her in the air.

"AAAAAHHH" Rarity shouted in terror.

Soundwave then transforms into his drone mode, and catches her with one of his tentacles. Then takes off into the sky, returning to the ship.

"Rarity! RARITY! Let my sister go, you monster!" Sweetie Belle attempted to chase but Soundwave had flew out of visual range.

Sweetie Belle, now, all alone, buried her face in her hooves, and began to cry to herself.

Wheeljack, Rarity, they were both gone. Never had the young filly ever been so devastated in her life.

Then she hears more sounds of rocks moving. Sweetie Belle turns her head to look in the direction of the noise.

Then a giant metal fist bursts out of the pile of rubble. Another large figure pulls itself out of the ground. It was none other than Wheeljack. He was still alive.

"UNCLE JACKIE!" Sweetie Belle happily shouted as she ran up to the injured Wrecker.

"Someone get the license plate of that Con?" He dryly remarked.

"Uncle Jackie, please help!" Sweetie Belle pleaded.

"What happened? Where's Rarity?" Wheeljack asked, still banged up from the blast.

His armor was dented, cracked and burned. He was also leaking liquid Energon from his severed limb.

"The Slendermane, or Slenderwave, whatever his name is. He took her!" Sweetie Belle explained.

"HE WHAT?" Wheeljack said in surprise.

"He grabbed her and flew off. We gotta save her."

Hearing this, Wheeljack could feel both worry and anger flow through him. He had been a prisoner aboard the Decepticon ship before. He knew their methods of torture, and how they treated prisoners. Rarity wouldn't last a mega-cycle. The Autobot immediately became concerned for her well being.

"Don't worry Belle, I WILL save her. I'm not gonna let the Cons turn her into one of their twisted experiments." Wheeljack reassured her.

"Then let's go!" Sweetie Belle stated.

"Hold on a sec. We're gonna need help on this. First things first. I'm taking you home. It's too dangerous for you to be alone out here, especially if the Cons are here on your world."

"But, but...." Sweetie Belle objected.

"Listen, I'll do everything I can to help her. I'll bring her home safely back to you. Just you wait." The Bot reassured her.

"You....promise?" Sweetie Belle, now with a hint of hope in here eyes looked on.

"I swear it upon my spark. A Wrecker always keeps his word. Now, let's get you home and me patched up. Then, I'll mount a rescue mission. Say, think you can grab my arm there. I'd like to keep it, if you don't mind."

"Sure thing." Sweetie Belle saluted.

After they retrived his lost appendage, Wheeljack transforms, into vehicle mode, though with some difficulty due to his injuries, as they make their way back to Ponyville.

Chapter 14

In the royal palace of Canterlot, The Grand Galloping Gala went on. The guests in attendance where still enjoyed themselves, and had no idea of the danger looming nearby. Princess Celestia continued to host her gathering to promote peace and prosperity throughout all of Equestria, as Luna and Cadance kept the guests busy. Shining Armor, and the guards still continued their security sweeps, all the while, Trixie had begun to perform on stage once again, wowing the crowd, as they where greatly entertained by her show.

Twilight Sparkle couldn't help but smile, as she watched Trixie perform. She wasn't boasting as much, and had a more humble attitude. To her, Trixie seemed to have learned her lesson in humility, and decided to get her life together as a traveling show mare.

However, she then looks at Optimus, the main guest of honor, as he too witnessed Trixie's show. The Autobot leader however, had a somewhat worried look on his face.

"Optimus, are you alright?" Twilight asked, concerned. "Is something troubling you?"

"I, am.... not exactly certain." Optimus replied to the young unicorn. "I feel, as if, all is not right."

As much as he was enjoying the event, something inside of him felt as if, all wasn't what it seemed.

Twilight gave a light sigh, then smiled at the Autobot.

"Hmm, I think you had a long day. I didn't see you power down last night. Maybe you should take a break, and rest up." Twilight inquired to the bot.

"Perhaps." Optimus said, "As wonderful as the Gala is, I still cannot shake this feeling of uneasiness. Perhaps I should step out for a bit, and clear my processors."

"Of course." Twilight politely stated, "Take all the time you need. I'll be right here if you need me."

"Thank you, my friend." and with that, Optimus began to walk towards the main door.

Princess Celestia notices this, and walks over to her student.

"Is everything alright, my faithful student? Is there something bothering our guest?" the princess asked.

"I think he'll be fine. He just needed to clear his head and take a brisk walk." Twilight answered.

"Well, as long as there isn't any trouble. I can say however, this is one of the most successful Grand Galloping Gala yet!" Celestia happily stated, "We've helped spread friendship and understanding to all races in Equestria. It's a big step in the direction of peace."

"I'm quite happy too, Princess Celestia, especially with Optimus here with us. I think his presence has really made a difference." Twilight beamed to her teacher.

"Indeed, Twilight. Indeed." Celestia smiled back at her.

About several minutes pass, and Optimus returns through the main entrance. Many of the guests quickly move out of the way for him to walk through.

"Ah, dear Optimus, are you feeling any better?" Princess Celestia asked the Autobot.

"Somewhat..." Optimus replied, "However, I still cannot seem to shake this odd feeling that seems to be ebbing at me. Something is not right, and I cannot figure out what it is."

"You're probably just overwhelmed from the events of today." Cadance added, "I'm sure after you recharge on that Energon substance, you should be as fresh as a daisy."

"Hmm.... Perhaps you are correct, Princess Mi Amore Cadenza." Optimus addressed her.

"Please, call me Cadance." the pink alicorn commented

"As you wish." Optimus nodded, with a smile.

Just then the lights in the room began to dim, as the guest also began to quiet down. Everyone present then sees a spotlight shine on the main stage. Princess Luna then takes center stage as she was preparing a speech, as Celestia stood next to her.

"To all the citizens of Equestria," Princess Luna began to lecture, "It was a great honor having you all to come to our event. I am quite pleased that you all traveled here to meet with us, face to face, to spread love all over the land..... Yes, such love.... such, wonderful......powering.......DELICIOUS LOVE!!!!!"

"Luna?" Celestia asked in concern, "you're acting, rather strange."

Suddenly, the night princess began to giggle, then laugh, then suddenly cackle.

"HAHAHAHAHAHA!!!!!!"

"LUNA! What has gotten into you?" Celestia spoke in a stern voice, as the guests looked on in confusion.

"You fool! All of you are so certain that you're safe here in the royal palace, that nothing can touch you. How pathetic." Luna shouted.

The crowd gasps as they hear these words.

"Little do you any of your feeble minds know, this land will soon come under NEW rule! All of you, and your false sense of security have made you vunerable! Now you're all MINE!" She said, in a dark tone.

"That's enough!" Princess Celestia yelled, "I don't know what has gotten into you, sister, but your behavior is unacceptable. I must ask you to return to your chambers."

"What's gotten into Princess Luna?" Twilight Sparkle asked in concern.

"I... Don't know, Twilie." Shining Armor was dumbfounded, while Cadance watched in shock.

Optimus simply stood silently, he had a hunch that all was not right, and it appeared he was correct, though he wished it weren't so.

"Still haven't figured it out, dear Celestia?" Luna taunted, as her eyes began to glow green. "You're even more naive than I thought."

"Wait, you're NOT Luna!" Celestia said in shock.

"Right you are, Princess, and Now, for the MAIN EVENT!

Suddenly, Princess Luna, had enveloped herself in a green flash of light, and slowly, her features began to change. Her blue fur, was soon replaced by a black colored shell, and not before long, another figure stood in her place.

Everyone in the room gasps at this revelation. Queen Chrysalis had revealed herself to all the guests present.

"Surprise, surprise, everypony." Chrysalis mocked, "Do you fools really think you could defeat me so easily?"

"No, it CAN'T be!" Princess Cadance said in horror.

"I can't believe it, she's here?!" Twilight Sparkle replied in shock.

"She's back!" A random pony shouted.

"Run for your lives!" another guest called out.

Panic began to grip the guests, as many ponies, griffons, and minotaurs began to run.

"No one leaves without my permission!" Queen Chrysalis shouts, "Now my children!"

Suddenly multiple ponies, and other guests in the room began to envelop themselves in green flashes of light, and in their places, changelings stood. They had infiltrated the Gala. Soon half the room were filled with the intruders.

Trixie, seeing this shrieks in terror, as multiple changelings surround her.

"No get away! The Great and Powerful Trixie demands you to stay away!" She shouted.

The changelings merely hissed, and laughed as they began to advance towards the terrified guests.

"Stop this at once!" Celestia commanded, as Shining Armor and the rest of the guards stood behind their princess, ready to do battle if they must.

Optimus Prime also stood firmly, with his blasters drawn, and pointed at the Queen.

"I don't know how you and your minions infiltrated my palace, but you will leave this instant. You will also tell me where my sister is, NOW!" Celestia demanded.

"You are in no position to make demands, Princess." Queen Chrysalis mocked, "I have you all, exactly where I want you. You're all mine, and I will take Canterlot in one fell swoop."

"Not while I still function, Chrysalis!" Optimus replied as he stepped forward. "As long as I remain upon this world, I will not allow you to spread your tyranny and oppress the innocent."

" Well well, the famous Optimus Prime. We meet again. What a sap you are. You're pathetic, you know that?" Chrysalis mocked, "Besides, I'm the least of your worries. I think you should take a little look at your precious force field outside, Celestia."

"What do you mean?" Celestia demanded again. "What have you done?"

With that, Princess Celestia, and Shining Armor quickly peer out the window, to see that the force field was beginning to weaken, as multiple changelings were slamming into it.

"The same trick won't work twice, you witch!" Shining Armor proudly stated. "We've reinforced the shield with multiple unicorn guards producing it."

"I've noticed, which is why my children have already incapacitated those creating it." Chrysalis explained. "Such harsh language. Do you kiss Cadance with that mouth?"

Shining Armor growled angrily at the changeling queen.

As they look on, they realized that the force field had begun to crack.

"But that's impossible. The guards...." Shining Armor began to say.

"Have been taken down by my minions!" Chrysalis interrupted. "Without the guards to reinforce it, your force field will weaken, and break!"

Chrysalis then cackles madly as the shield eventually shatters.

"No!!" Twilight cries out in terror.

"By the Allspark." Optimus said under his breath.

Seeing that the city had now lost it's primary means of defense, Optimus activated his faceplate, and approached Queen Chrysalis, with a blaster pointed at her.

Aboard the Nemesis, Knockout was monitoring one of the sensors on the computer screen, as a signal suddenly disappeared.

"Lord Megatron," He called to his master, "Looks like the bugs pulled through after all. The force field protecting the city has been nullified."

"Good. Have the troops prepare themselves. And resume our coarse to the Capital. We shall take down Optimus, and obtain the means of returning to Earth."

"As you command my liege. It's a shame that the weapon systems on the ship are still offline, otherwise we would have blasted our way through their shield and taken the capital by now ourselves without having to deal with that insect, Chrysalis." Knockout replied.

"I do not enjoy allying myself with inferior beings either, but as of now, proceed as planned." Megatron ordered.

"You will not subjugate the inhabitants of this world. I WILL stop you!" Optimus stated.

"I'm the least of your worries, Autobot." Chrysalis said.

"What are you talking about?" Celestia angrily seethed at the changeling queen.

"Oh let's just say, you're not the only ones who made some..... otherworldy friends...." The Queen replied. "In fact, I suggest you look towards the north balcony."

Hearing these words, Princess Celestia, Twilight Sparkle, Shining Armor, Princess Cadance, and Optimus Prime quickly ran to the balcony to see what Chrysalis was talking about.

What they see, is a large flying object, heading towards the capital.

Seeing the flying fortress, Optimus' optics widen, and he clenches his fists.

"Princess Celestia, what IS that??" Twilight asked.

"I have no idea, my student. But whatever it is, it can't be good." Celestia answered her.

"No....." Optimus muttered, "It cannot be.... How is it possible?"

"Optimus, you know what that is?" Twilight asked the Autobot.

"Indeed, young Twilight." Optimus replied, "That, is the Decepticon Warship, The Nemesis. Megatron's flying base of operations. The Decepticons are here.... On your world!"

Hearing this revelation shocked the ponies.

"What??? Decepticons? How did they get here?" Shining Armor asked in puzzlement.

"I do not know, but I will tell you this. With Megatron on your world, all who inhabit Equestria, are in danger." Optimus grimly stated.

"What are we going to do?" Princess Cadance asked.

"Mobilize the guards, and prepare to defend the City!" Princess Celestia ordered. "We must stop this invasion."

"Yes, your majesty!" Shining Armor saluted, as he gallops off to rally his troops.

"Princess Celestia, I mean no offense, but your military will not stand a chance against the Decepticon forces. I must contact the other Autobots, and help repel this attack on your home." Optimus objected.

"I appreciate your concern, Optimus, but I can't just sit idle and allow these Decepticons and Changelings to ravage my kingdom. We must defend it." Celestia replied.

"Then allow me to assist." Optimus said as he activates his communicator, "Optimus Prime to all Autobots, We have a dire situation in Canterlot, Priority Prime! Please respond."

Static.

"Bulkhead, Smokescreen, Arcee, Wheeljack, Bumblebee, do any of you read?" Optimus tried again.

Still nothing but static.

"It is clear that the Decepticons are jamming our communications. No doubt, Soundwave's handiwork." The Autobot leader stated.

Celestia, with a worried look on her face, then turns her attention to Twilight.

"Twilight, you must retrieve the Elements of Harmony, and gather your friends. They may be our only hope, and quickly rally the other Autobots. We must stop the Queen and her new allies. Go Twilight, swiftly!" Celestia ordered.

"I won't let you down." Twilight said with confidence.

She quickly gallops towards the exit.

Princess Celestia then quickly turns towards the Autobot leader.

"Please go with her, see to it that no harm comes to my precious student." Celestia pleaded.

"With all my spark, Princess, I swear I will protect her." Optimus promised, "Are you certain however, that you will be alright on your own?"

"Don't worry about me, I may look delicate, but I'm made of sterner stuff." Celestia dryly joked. "I'll be fine, now please, go on."

With a nod of understanding, Optimus Prime transforms into his truck form, and rolls out the door, to follow Twilight Sparkle.

"You know it's useless. You'll never reach them in time." Chrysalis taunted.

"I have had enough of you!" Celestia said, "You and your changelings now face the power of the Sun!"

Celestia's horn began to glow, as she charges her magic.

"Oh I wouldn't." Chrysalis warned, "Defeat me now, and you'll never find out where your precious Luna is."

Hearing this, Celestia had no choice, but to relent from her attack.

"Only a coward would resort to taking hostages." Celestia seethed.

"But an effective tactic. I will use whatever means to achieve victory." Chrysalis shot back at him.

The entire castle then seems to vibrate, and a large shadow has now been cast over the building. The Nemesis is now directly over the capital.

As Megatron stood on the deck of the Nemesis with Dreadwing standing next to him, an entire platoon of Vehicon seekers stood in rows in front of him. Megatron then looks down at Canterlot, and the assembled royal guard, ready to battle the invaders.

"The defenses of this world are rather pathetic." Megatron observed, "The fools, do they really think that spears and swords can pierce Decepticon armor? How laughable!"

Megatron then rallies his troops.

"Today is the day we achieve ultimate victory over our enemies! The Autobots have either been captured, or dealt with. All that remains is Optimus Prime, and these pitiful organics. We will crush them if they stand in our way. Show no mercy, and bring Prime to his knees. Today, we WIN this war! DECEPTICONS, TRANSFORM AND RISE UP!"

With that order, all of the seekers present, quickly make a mad dash and run towards the edge of the ship and jump off. Soon they transform into their jet modes, and swoop down towards the city.

Countless Seekers soon joined by multiple Changelings began to decent into the city.

It was pandemonium and utter chaos throughout all of Canterlot, as the Decepticons began to fire at buildings, while the changelings began to terrorize ponies throughout the city.

The air horn alarm system went off all over Canterlot, as ponies ran screaming everywhere. The Vehicons and the Changelings marched through the streets, crushing everything in their path with no regard for who, or what got in their way. Never had the Ponies been subjecated to this kind of violence. There was little place to run, and even less means to fight back.

"Wretched creatures!" a Vehicon seeker shouted "Probably leave their scrappings on the street too."

It checked it's feet make sure it didn't step in anything. Another Vehicon trained his cannon on a few more houses.

"Target Practice." He sneered.

He was interrupted by a blast of energy that struck him in the chest, knocking the Vehicon back several steps. The Con turns to see a white unicorn stallion, with a blue mane, and wearing a fancy red dress shirt and glowing horn glaring at him. Behind were a squad of armored unicorns and pegasi, ready to defend their home.

"You're gonna pay for that , fleshling." The Vehicon shouted, "OPEN FIRE!"

The rest of the Vehicon troops began to blast laser fire at the royal guard, as several unicorn guards activated a shield bubble to protect their ranks.

"Royal Guard, Counter Attack!" Shining Armor ordered, as a squadron of Pegasi guards took to the air.

Armed with crossbows, they rained a flurry of arrows onto the Vehicons, but their armor was too tough, and their projectiles merely bounced harmlessly off.

Multiple Seekers transformed into jet mode, and began to engage the pegasi guards in aerial dogfights. The guards didn't stand a chance, as many of the seekers shot at them, forcing the guards to retreat.

"Unicorns, covering fire!" Shining Armor commanded, as he, and a number of unicorn guards began firing bolts of magical beams at the Vehicons.

This proved slightly more effective, but it still wasn't enough, The Decepticons, now joined by a large swarm of changelings that flew overhead, continued to press forward.

Many changelings fired green bolts from their horns at the guards, and some tackled the ponies to the ground.

The Decepticons were also swatting pegasi out of the sky, and kicking unicorns out of the way with their massive hands and feet.

Shining Armor saw that it was a losing battle. He had no other choice if he were to save his brothers in arms.

"Retreat! Retreat!!! All units fall back! Regroup at the castle, and safeguard the Princess!"

Hearing the order, a Unicorn guard levitated a horn to his lips, and blew on it, signaling the withdrawl.

The royal guard began to head back towards the castle as the changelings and Cons gave chase.

Shining Armor seeing that the enemy was still attacking his troops, then took matters into his own hooves. Galloping at full speed, he jumps on a makeshift ramp made by debris from a building, and bucks a Vehicon in the face. As it begins to fall, he rams his horn into it's optic. Blinded, and struggling to get the unicorn off of him, the Vehicon lashes out violently, firing blasts blindly into his own ranks. He shoots two of his own troops, before Shining Armor charges up his horn, and with a large magical blast, completely destroys the head, blowing it clean off it's shoulders. He then levitates himself safely to the ground.

But seeing that he's still out numbered, He too begins to fall back, as multiple Changelings swoop down at him.

Shining Armor stood in defiance, waiting for the attack. However right as the changelings were about to reach him, he sees a purple force field envelop him, as the attackers slam into it. Turning around he sees Twilight Sparkle charging her horn.

"Twilie! What are you doing here?"

"Sorry BBBFF, but I just couldn't let you face them alone." She answered.

The changelings regain their composure, and attempt to attack again, but this time, a massive giant fist knocks them away.

Optimus Prime stood ready as he towered over them.

"I too made a promise, to safeguard your lives. Now quickly, we must resume our mission to recover your relics, and contact the others." Optimus stated.

"Thanks, Commander Prime. I need to head back to the castle and see to it that Princess Celestia is ok. I don't trust leaving her alone with that witch." Shining Armor said.

"Quickly then, return to your post. I will handle the Decepticon invasion. Good Luck, Captain." Optimus replied.

Shining Armor gave a salute, and quickly retreated.

The Vehicons began to shoot at Twilight and the Autobot, as Optimus transformed, and opened his doors.

"Quickly, inside!" He called out, as the young purple pony jumped into his truck mode.

Optimus then drove forward at full speed.

"MAXIMUM OVERDRIVE!"

He rams into multiple Vehicons and changelings, sending them flying.

"The tower that holds the Elements of Harmony just ahead next to the castle." Twilight pointed.

"Understood." Optimus replied, as he speeds up.

"It appears the battle continues to be in our favor, Lord Megatron." Dreadwing stated as he watches the chaos unfold from the deck of the ship.

"Indeed Dreadwing." Megatron answered, "Once we've crushed this weak opposition, the search for the spell will commence. Any sign of Optimus?"

"I believe he still may be in the main palace." Dreadwing reported.

"Then let us greet him, and the rulers of this world. Come Dreadwing!" Megatron ordered, as both he and Dreadwing transformed into their jet modes, and took off towards the castle.

As Optimus and Twilight continued their way to the Element's tower, he pics up two distinct signals headed towards the castle. Optimus comes to a halt, with Twilight confused about his actions.

"Optimus? Why did you stop?" She asked.

"I am picking up two Decepticon readings headed towards Princess Celestia's location." He answered. "She may be in danger."

"Oh no, Princess Celestia! We have to do something." Twilight shouted with worry.

As on cue, they both hear the roaring sounds of jet engines flying nearby. Twilight looks up, to see two flying objects headed towards the castle.

Clearly the objects didn't detect or see Optimus, as they continued their course.

"Look!" Twilight called out as she pointed towards the sky.

"No...." Optimus replied. "It is Megatron himself, and his second in command, Dreadwing. They are heading straight for the Princess. I am afraid we cannot resume our current mission. Princess Celestia's life is now at stake."

Twilight gasps in horror, as Optimus quickly reverses his course, and heads back to the castle.

As Megatron and Dreadwing approach the castle from the air, the Decepticon leader fires at one of the walls of the castle, blowing a large hole in it. He and Dreadwing then enter, and transform into robot modes as they land.

"A rather, Majestic establishment." Dreadwing said as he looked at his surroundings.

Megatron paid no mind to the statement, and continued to press forward, only to be greeted by a number of guard ponies, led by a white unicorn with a blue mane.

Shining Armor glared at him.

Megatron stood over Shining and glared back.

"So. From what I understand you are Knight's Captain." Megatron addressed his opponent.

"You'll go no further, villain." Shining Armor shouted. "So, you're Megatron. You're just as evil, and UGLY like I imagined."

"Brave of you to use such a tone towards me, pony." Megatron stated, unamused. "Clearly, you are outmatched."

"I don't think so. Guards, let's do this!" Shining Armor commanded as he and the unicorn platoon began to charge at the two Decepticons.

"Such a feeble and ultimately futile attempt at resistance." Dreadwing said, as he pulls out his cannon, and opens fire.

The blasts hit the ground around the guards, causing them to lose their footing. Dreadwing open fires again, this time towards the wall, causing debris to fall onto the pony guards, knocking most of them out.

Shining Armor was now the only one who stood between the Decepticons, and the throne room.

"Fighting your kind is beneath me. This doesn't even qualify as a battle, but a slaughter. You obviously have no true experience in such matters." Megatron goaded the unicorn prince.

"Don't underestimate us Megatron." Shining Armor said in defiance.

"Look around you. YOU CALL THIS AN ARMY? Everything about you, this, place, the way you carry yourselves show that your role is little more than that of a figurehead. You know NOTHING Of Real Battle. YOU KNOW NOTHING OF WAR!" Megatron gloated.

"Well, forgive me if I'm not a power hungry tyrant like you!" Shining Armor bravely stated.

"Evidently, you are clearly, suicidal." Megatron replied as he charged his cannon.

Megatron then fires a blast at Shining Armor, who quickly jumps out of the way, he returns fire with his horn, striking the Decepticon leader in the chest. But then something strange happens. The blast is absorbed into Megatron, then in shoots back out at the unicorn. Shining Armor was hit by his own magic, and collapses on the ground.

"What.....what happened?" He weakly replied.

"Fool, you know nothing, of true power." Megatron taunted. "Dreadwing, this one is finished. Come, let us make an audience, with this world's ruler."

"Cadance.... Twilie... I.... I'm so sorry..... I failed." With that Shining Armor passes out.

As Princess Celestia and Queen Chrysalis continue to lock eyes, glaring at each other, the guests were still being held hostage by the changeling troops.

"Release the Great and Powerful Trixie, and she shall grant you three wishes!" Trixie pleaded with the changelings surrounding her.

They merely just scoffed, and laughed at her.

"I don't think, that's going to work on them." Cadance said to the show mare.

"It was worth a try." Trixie answered.

Just then, they all hear a loud banging sound coming from the main doors. Then they burst open, as many of the Gala guests quickly take cover.

Celestia's eyes widen as she sees the dust settle, and a giant monsterous silver figure begins to walk into the room. It slowly approached the center of the room, as multiple ponies and other guests cowered in fear at this newcomer. It was indeed, a most intimidating creature.

Behind him, another large blue figure followed.

"Well, it's about time you showed. I was getting bored." Chrysalis scoffed, as she flew up to the metal creature and landed next to him, as he stood before Celestia and her throne. "Took you long enough to get here."

"Do NOT try my patience, Chrysalis. Now, where is Optimus?" Megatron demanded.

"Megatron, I presume." Princess Celestia said to the Decepticon leader.

"Ah, so my reputation proceeds me." Megatron remarked. "And you must be the famed Princess Celestia I heard so much about."

"Why? Why have you attacked my kingdom and it's citizens? And why have you allied yourself with this vile creature?" Celestia demanded.

"All I seek, is a way to return to Earth, and the destruction of my most hated enemy. I have no interest in your pitiful world." Megatron answered. "Now stand aside, and tell me where Optimus is!"

"I will never cooperate with tyrants!" Celestia glared.

Megatron pointed his cannon at the princess.

"You will answer our master, organic." Dreadwing demanded.

"I will not ask again!" Megatron threatened.

" You may have destroyed your own world, but I won't allow you to take ours. No more terrorizing my citizens! If I must, I will protect my beloved subjects myself!" Celestia boldly stated.

She then charges her horn, and with a brilliant glow, she unleashes a massive yellow beam of light as it heads straight for the Decepticon leader.

"Ah, haha. This is it...." Queen Chrysalis said, licking her lips in anticipation.

Just as the beam was about to strike him, Megatron pulls out a shard of dark purple crystal, and holds it in front of him with his left hand. Once the magic pulse struck the vile crystal, like with Chrysalis back on board the Nemesis, It backlashed on to Celestia. She was engulfed in a storm of dark energy and hew own magic. She cried out in pain and collapsed to the floor.

Chrysalis let loose a wave of evil laughter, while Megatron just glared at down at the fallen princess.

"If you were truly is the highest ruling power of this world, then this wretched hole is even more worthless then I thought." Megatron scoffed.

All of the guest of the Gala gave a shocking gasp in horror. Princess Celestia was defeated.

"NOOOOOOOOOOOOOOOOO!" Candence cried, as she rushed to Celestia's aid.

You... YOU MONSTERS!" The pink alicorn cursed.

Chrysalis simply smiled evilly while Megatron grunted in disgust. Dreadwing merely looked on, with a blank slate on his face.

"And what are you going to do about it, oh Crystal Princess?" Chrysalis taunted.

The vile queen, then approached the fallen princess, ready to finish her off, when a loud shout was heard from across the hall.

"MEGATRON! STOP!"

All who were present, looked to the source of the voice, to see Optimus Prime, with Twilight Sparkle standing next to him, helping a limping Shining Armor.

"Optimus Prime, you never disappoint." Megatron said in a mock friendly tone.

As the three heroes enter the room they see the aftermath of what had transpired.

"PRINCESS CELESTIA!" Twilight shouted, as she and her brother made way to the fallen alicorn.

Twilight quickly nuzzled her fallen teacher, with tears in her eyes.

"Please, you have to wake up." Twilight pleaded.

Optimus was equally shocked, and appalled.

"By the Allspark Megatron, WHAT HAVE YOU DONE??!!" Optimus demanded, nearly losing his usual cool composure.

"This? Heh heh, you should have known, that the power of Dark Energon has rather, ill effects on the native lifeform's arcane abilities." Megatron gloated.

"Dark Energon?" Twilight Sparkle asked as she looked up at the Decepticon leader.

"Indeed little one, the blood of Unicron the Chaos Bringer. It is the anti-spark. Only I can control it's will. BEHOLD IT'S POWER!"

In all of her years, with all of the villains she faced in the past. From Nightmare Moon, to Discord, and Chrysalis, and even King Sombra, Twilight Sparkle had never felt so terrified. This Being, Megatron, is a conqueror of worlds. He had single handedly destroyed his own home planet, and took the lives of countless billions. Something about his aura mortified the young unicorn. This being, was pure EVIL, with no hope of redemption or rehabilitation, and it filled her hear with overwhelming fear.

"Twilight, we have to get Princess Celestia out of here." Princess Cadence pleaded.

"I know, but how?" Twilight asked.

"None shall leave without my aknowledgement." Megatron stated as he glared at Twilight.

"Ah yes, you fear me, don't you, pony? As you should." He gloated.

Your battle is with me, Megatron, leave her kind in peace." Optimus demanded.

"How predictable of you, Optimus. You wish to protect these, lesser lifeforms." Megatron taunted.

"Why Megatron? Even upon this peaceful world, your war mongering knows no end." Optimus demanded to know.

"I will take whatever means necessary, to achieve ultimate victory. The weak, will perish." Megatron says as he extends a blade from in front of his fusion cannon.

Optimus, disgusted by both Megatron's and Queen Chrysalis' disregard for innocent life, turns his hands into his blades.

"Not while my spark, continues to burn!" Optimus threatened.

Dreadwing aims his cannon at Optimus, ready to do battle.

"Dreadwing, stand down. Optimus Prime, is mine, and mine alone." Megatron commanded, as Dreadwing relented.

"So be it Megatron. No more innocent lives will be lost by your hand." Optimus stated.

The two opposing Cybertronians then charge at each other, and clash their blades.

Optimus takes a swipe at Megatron, who parries with his blade, then kicks him off, he swings his blade at Optimus, who dodges, and does a spin kick to Megatron's side. The Decepticon leader is knocked back several steps, and retracts his blade. He then begins to fire his fusion cannon at Optimus, who deflects the shots with his blade as he rushes forward.

Optimus lands a massive punch on the Decepticon's jaw, knocking him down, and then lands another blow to Megatron's abdomen.

Megatron quickly recovers, and grabs Optimus by the arm, then he knees him in the midsection, and throws the Prime to the ground. Optimus stands back up, and the two combatants lock blades again.

All the while Twilight runs up to Cadence.

"We need to get everypony out of here. It's no longer safe." She explained, as Cadence nodded in agreement.

Twilight then sees Trixie, huddling in a corner. She calls for her former rival.

"Trixie! Are you alright? We need your help."

"But, what can I do? You're the one who Princess Celestia hoof picked to be her student."

"You're the only other unicorn around with enough magical ability to help. My brother's been hurt, so please, we need you." Twilight pleaded to the blue unicorn.

"I don't stand a chance against those beasts." Trixie shivered.

"Of course you can, you're the Great and Powerful Trixie, Remember?" Twilight said with a wink. "If you don't help us, both Queen Chrysalis and Megatron will turn all of Equestria into a barren wasteland. All the ponies will suffer, including Snips, and Snails, your true friends."

Hearing this, Trixie immediately was reminded of the two goofy young colts. They may not be the brightest of the bunch, but they've always stood by her side. Even when she was corrupted by the Alicorn Amulet, next to Twilight, the pair were the one of the first to forgive her, as they knew it wasn't competely her fault of what happened in Ponyville all those months ago. They always stood by her side, and supported her. Trixie realized, they were probably the only other two ponies that really cared for her. In turn, she wished to protect them.

"Do it for them." Twilight encouraged her.

"You're.....you're right, It's high time that I redeemed myself for all of the horrible things I've done in the past." Trixie said, with a new boost of confidence, "Let the new, Humbled, and HEROIC Trixie take center stage!"

"Yes, that's it! Now come on, let's get the other civilians out of here." Twilight said, proud that her former rival had truly turned over a new leaf.

Cadance quickly assisted her injured husband as they both tried to move Princess Celestia, who was only partially concious out of the throne room. But they were met with heavy resistance from the changelings around the room, and Dreadwing.

The changelings hissed, and attempted to tackle the royal couple, as Cadance erected a force field around her.

The changelings slammed into it repeatedly, As Shining Armor attempted to assist.

"Don't strain yourself dear, and let me handle this." She said.

"But, I have to do my duty." Shining Armor replied.

"Let me do the rescuing today." Cadance said back to him, as she opens her wings, and places Shining Armor on his back.

She then attempts to use her magic to levitate Celestia, but was interrupted when Dreadwing draws his sword, and points it at her.

"You will not be leaving." He proclaimed, "Lord Megatron's orders. Stand down, and I will see to it, no harm comes to you."

"What are you doing? Finish them off!" Chrysalis shouted to the seeker.

"You do NOT command me, insect. I only accept orders from my one and true Lord!" Dreadwing shouted at the changeling.

"They're distracted, now's our chance!" Cadance then attempts to levitate Celestia and make her escape.

"You fool! You're allowing them to escape!" Chrysalis yelled, as she cuts them off.

"Cadence, Shining Armor...." Celestia weakly muttered, "Go, save yourselves. Get the others out of here....."

"But Princess, we can't abandon you." Cadance objected. "We need you. Equestria needs you."

"I understand your plight, but you must go. Please, find out what happened to Luna, and see to it that she is rescued. That, is my order." Celestia said, still weakened from the magical backlash. "See to it that Canterlot is evacuated. Get everypony to safety."

"We're abandoning Canterlot?" Shining Armor asked in shock.

"As much as it pains me, as this city has been my home for over a thousand years, we must vacate. There is no time..... to waste." Celesia said, wincing slightly in pain.

"Princess!" Twilight Sparkle called out, as she and Trixie, with a number of Gala guests ran up to her.

A large number of changelings then began to converge on them.

Trixie stepped forward, and started to work her magic. Holding off the changeling hoard by distracting them with a fireworks spell. She then conjured up a number of flowers, and blew the pollen at the attackers, causing them to sneeze out of control.

"That should distract them long enough." Trixie stated.

"Come on, we have to evacuate the city. Princess Celestia's orders." Shining Armor sadly stated.

"So it's true? We have to leave?" Twilight asked, with tears in her eyes.

"I'm afraid so." Her brother answered.

"None of you are escaping." Chrysalis shouted as she flew up to them.

She then envelops herself in a green light, and turns herself into a giant spider.

She then shoots a string of webbing at the fleeing guests, webbing them against the wall.

"How rude of you to leave without saying goodbye." Chrysalis taunted.

"How are we going to stop her?" Twilight asked in desperation. "Her magic is too strong."

Dreadwing merely watched, completely uninterested in the scuffle with the ponies and the changeling queen. He was more concerned with the batle with Optimus and Megatron. But what he sees next made his optics widen.

"By the Pit!"

The ponies then see Optimus, raising Megatron over his head, and toss him towards the changeling queen. Chrysalis quickly turned herself back to her original form to dodge the attack. Megatron slams into a wall, leaving a large hole in it.

"Lord Megatron! You will pay for this outrage, Prime!" Dreadwing stated as he drew his sword and charged at the Autobot leader.

"Not on this day, Dreadwing." Optimus heroically stated, and grabs Dreadwing by the arm, and flings him over his shoulder. Dreadwing hits the ground hard..

The ponies and guests give a loud cheer upon seeing this.

"Optimus! I knew you would save us!" Twilight beamed.

Megatron climbs out of the hole, and growls angrily at Optimus. He then charges at the Autobot leader, swinging his blade.

Optimus again, parries and blocks with his own blade. Megatron then fires his cannon again, this time striking Optimus in the shoulder. The Prime clutches his wound, but still continued to press forward. Then suddenly, a green beam of energy strikes the Autobot in his back.

"UUUUAAAAAGGGHHH"! Optimus yelled in pain, as he falls over.

"OPTIMUS!" Twilight, Cadance and Shining Armor yelled out in unison.

Trixie looked on in shock. The Gala guests could feel all hope fading away.

Chrysalis observed her handiwork, and began to cackle.

"So much for the avenging hero!" She mocked.

Megatron then angrily approached the queen, and fired a shot which blew a massive hole in the ground right in front of her.

"You insolent worm! You DARE to interfere with my destiny to destroy Optimus?" Megatron fumed.

"Hmph. You're welcome!" Chrysalis said in an annoyed tone.

"Let me make one thing clear, the one who finishes off Prime, will be me, and no one else! Do you understand??!"

"Yes, of course, oh mighty Lord Megatron." Chrysalis replied in a mock tone.

"No Optimus! Not you too... Please, get up!" Twilight pleaded as she rushed up to the Prime's face, and hugged it with her forelegs tightly.

"Twilight....." Optimus weakly muttered has he retracted his faceplate, showing his mouth again. "You must go. Find the others, warn them. Get your friends to safety."

Twilight was in tears. First, Canterlot was invaded by the unholy alliance of Decepticons and Changelings, then Princess Celestia was defeated, now Optimus Prime had fallen. She couldn't imagine how this day could get any worse.

"Go Twilight, you must leave, and take Princess Celestia with you. Your world needs their leader." Optimus said, still injured from the blast and lying on his back. He then goes into stasis lock.

"Optimus....." Twilight cried, tears streaming down her cheeks. "I'll get help, I promise."

With that, Twilight Sparkle reluctantly left Optimus' side, and rejoined Cadance, Shining Armor and Trixie.

"Let's get everypony out of here." Twilight said, as she took charge. "Especially Princess Celestia."

But then suddenly, Princess Celestia's body was enveloped in a green aura, then it floats away, and lands at the feet of Chrysalis.

"That's what you think. No pony will be stealing MY prize!" Queen Chrysalis gloated as she eyed the fallen princess.

"NOOO!" Twilight shouted in horror. "Return her back to us!"

"Now my children, take them!" Chrysalis ordered, as the hoard flew towards them.

"Twilie, I don't think we have a choice, We have to go. Now." Shining Armor said, with great regret in his voice.

Seeing no other options, Twilight Sparkle, Shining Armor, Princess Cadance, and Trixie retreated, without Celestia, or any of the Gala guests being held by the changelings. They reach the main doors, and make their escape.

Dreadwing seeing them escape, began to give chase.

"Dreadwing, don't bother. They are of no threat to us." Megatron ordered.

"What?" Chrysalis yelled in surprise. "You can't let them escape. Especially Twilight Sparkle. She's one of the bearers of the Elements of Harmony."

"I will not waste my time or resources chasing and hunting down pitiful organics. I have what I want. Both Optimus Prime and the Princess are at my mercy. Victory has been achieved. The Autobots have been defeated, and all that remains, is for us to return to Earth."

Chrysalis glares at Megatron.

"I warn you, Megatron, Your overconfidence of underestimating Twilight Sparkle and her friends will be your downfall. You have no idea what the Elements are capable of."

"Spare me your lecturing," Megatron scoffed, "These ponies aren't even at Earth's level of development. I do not fear these primitive weaklings."

"Hmph, your funeral." Chrysalis stated, "No matter, With Celestia out of the way, my changelings will soon take Canterlot, and then, ALL of Equestria. We will thrive!"

She then walks over to one of the balconies, an peers out to watch the ensuing carnage as the changeling and Decepticon forces continue to lay waste to Canterlot.

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Megatron and Dreadwing simply looked at her with confusion.

"Was that.... truly necessary?" Megatron muttered.

"Oh live a little." Chrysalis mocked back.

"Dreadwing, take Optimus and the Princess back to the ship, and place them in holding cells with the rest of our....guests."

"Do you not wish to terminate them here and now, Master?" Dreadwing asked.

"Not quite yet, for I have something special planned. Yes, indeed. Why simply extinguish their lives, when I can break their spirits, and make them suffer a fate, far worse than death." Megatron said, as he gave an evil laugh.

It was a dark day, for Equestria indeed.......

Chapter 15