Transformers: Equestria's Darkest Hour

by JDPrime22

Rating: teen
Tags: Gore, Princess Celestia, Crossover, Dark, Alternate Universe, Sad, Main 6, My Little Pony: Friendship is Magic, King Sombra, Queen Chrysalis, Other, Adventure
Length: 207267

Direct sequel to Transformers: Fall of Equestria. A new war is raging on between the Autobots and Decepticons on the peaceful land of the ponies. The Legend of the Transformers will fall in Equestria's darkest hour.

Equestria was saved. The Transformers had arrived to their new home, a planet called Earth. The Autobots and Decepticons continue their war while the ponies of Equestria only have memories of the greatest heroes they ever knew.

But those memories….would soon turn into nightmares.

When an ancient evil returns to seek revenge on Megatron for betraying him, the Decepticons steal a precious element that the Autobots need. It’s a race to stop Megatron with Optimus Prime and his fellow Autobots as they all crash-land in the one place they swore never to return.

Megatron’s master plan will unfold. The end of days is coming. This is the rise of the Decepticons.

Experience the battle that changed their fates and decided the future of Equestria. When old enemies return on the helpless home of the equines, can even the mighty Autobots stop the great extinction that will fall upon the pony world?

The Legend will fall….in Equestria’s darkest hour.

____________

Direct sequel to Transformers: Fall of Equestria.

Once again, a big thanks to edCOM02 for making the over image!

Published 2013-03-02 02:20:01 UTC
Last updated 2013-08-21 19:25:20 UTC

Trypticon's Revenge

-CHAPTER II: TRYPTICON'S REVENGE-

"No sacrifice is too great in the service of freedom."

-Optimus Prime

INTEL: Once a simple data clerk, Optimus Prime was chosen, to his surprise, to become the leader of the Autobots. Optimus Prime believes that freedom is the right of all sentient beings. He uses his strength and bravery to rally his heroic Autobots to wage their battle against the evil forces of the Decepticons.

____________________

“All hail Megatron!”

“Long live Megatron!”

“Praise the path of the glorious leader of the Decepticons!”

Megatron shook his head in ignorance as he made his way through the Nemesis. Blocking his path were several of his fellow Decepticon brethren saluting him and gawking at his supreme power. By his side was his trusty Communications Officer.

“Soundwave,” Megatron began pushing away Dragstrip who was in his way, “what are the reports on the Nemesis’ inner sanctums?”

The Communications Officer responded after activating his holo map of the entire ship on his wrist. “The Nemesis is fully repaired; armor levels along with Energon tanks are completed with no disruptions as you have ordered.” Soundwave answered with his chilling voice.

Megatron smiled as the doors opened up revealing the bridge of the ship. The clouds flew past the massive window the covered the entire front portion of the ship. The blue sky surrounded the room as were there several Decepticons inside the bridge tinkering and checking the systems.

“Excellent, Soundwave,” Megatron congratulated his fellow Decepticon before his expression turned stern. He leaned in and asked in a low whisper, “And what about….well you know…?”

Soundwave answered quickly while facing his master, “Trypticon has been unresponsive ever since our first encounter several hundred mega-cycles ago. Scanners show that he has been completely drained of power, giving us complete control of the Nemesis.”

Megatron chuckled and looked around the ship, the dark purple walls followed by the eerie lights is all Megatron ever wanted his ship to be, well that and it was supposed to be an unstoppable killing machine.

Their times on this pitiful planet haven’t been so bad. Cybertron would have been a much better base camp in the depths of Kaon, but taking to the skies in his massive fortress was good enough for the Decepticon leader and his squadron of ruthless Decepticon warriors. He had once heard Soundwave decipher this planet as being called “Earth”, a terrible name for a planet.

It should’ve been called “Dirt Planet”.

“Very good, Soundwave,” Megatron said while rubbing his hands together, “now nothing can stop us from taking over this world, not even Optimus Prime and his Autobot scum. With Trypticon offline for good we can drive the Nemesis straight into the heart of the Autobots! The Ark!”

“Nemesis superior. Trypticon inferior.” Soundwave added in right before the doors opened. Both Megatron and Soundwave turned around to see Starscream, Thundercracker, and Skywarp enter the large bridge.

Megatron approached the Seeker and yelled, “Starscream, report!”

Starscream saluted and shouted, “Megatron, this world is even more pathetic than I thought! It is far too primitive for us to even last another hundred cycles!”

Megatron crossed his arms and growled, “Quit complaining, and what about the news of the disguises?”

Starscream cleared his throat and nervously bowed, “Unfortunately, my lord, but we have been unsuccessful in finding appropriate disguises for all of our troops.”

Megatron’s frown grew deeper as he approached the cowering Seeker. He pointed a finger accusingly at his chest and snarled, “I gave you the simplest mission of all, Starscream! All you had to do was find perfect disguises for us! We need to be incognito for us to remain on this world so these so-called ‘humans’ don’t get suspicious of our activities!”

“Yes, lord Megatron, but-!” Starscream began until he was violently smacked across the face.

“No excuses!” Megatron yelled and threatened to hit Starscream again, “Next time I give you a mission you will complete it! Is that understood?!”

Starscream rubbed the side of his face before hissing past his master, “Yes, lord Megatron.” Thundercracker and Skywarp followed while Starscream received more punishment. This time it was from his Seekers.

“Not lookin’ to be leader anytime soon, huh Starscream?” Skywarp chuckled as Starscream stopped moving and turned his way. His optics were strong enough to break through Skywarp’s.

“I will be leader of the Decepticons,” Starscream muttered, looking back at Megatron, “mark my words.” All three of them made their way to the front of the bridge while Megatron and Soundwave reached the upper portion. Soundwave began typing on the nearest computer as Megatron rubbed his hands cautiously.

Soundwave faced Megatron and explained, “Defense systems at full capacity. Armor and artillery are ready for action. Space hyper-drive fuel center is at 100% capacity. Your orders, lord Megatron?”

Megatron smiled.

“We shall launch a full-scale assault on the Autobot’s Ark. From Laserbeak’s recordings it seems the Autobots are still preparing their Ark for attack. It’s a pity that they will never be able to finish it when we arrive.” Megatron growled and pointed a large black finger forward. “Decepticons, prepare the Nemesis for-!”

He never could’ve finished when the loud, deep, and vicious growl entered the ship.

“GRRRRRRRRRRRAAAAAAAAAAAAAA!!!!!!!!”

The Nemesis began to rock back and forth at an uncontrollable rate. Decepticons all around Megatron were falling on their faces and backs as the growl came back even louder. Megatron held onto the wall as he shouted over the growls.

“What is happening?!”

That single question changed Megatron’s life…forever.

“MEGATROOOOON! YOU THOUGHT YOU COULD BETRAY ME?! YOU THOUGHT YOU COULD BETRAY TRYPTICON AND GET AWAY WITH IT!?!?!”

Megatron’s spark skipped a flow when Trypticon spoke yet again. His entire body frozen in fear at how his old ally was now his enemy. An enemy that wanted revenge. This couldn’t be happening…it just couldn’t! If Trypticon was alive….then this meant…oh no.

Megatron had betrayed him.

Maybe Starscream was right. Was that really Megatron’s best plan on Cybertron?

“NO, NO ONE BETRAYS TRYPTICON! IT ENDS HERE, MEGATRON!!!”

The Nemesis shook at a rate that would destroy it in mere seconds. Megatron and his legions fell on their backs and skidded across the room just to try and stand back up. Starscream hovered in mid-air and laughed at how Megatron was faltering.

“What do we do, oh mighty leader?!” Starscream sneered from above.

Megatron looked around the bridge frantically until he finally found it out. The best solution to almost any situation was spoken.

“Decepticons, retreat and abandon ship!!!”

____________________

All Decepticons made their way to the outside of the Nemesis. Megatron pushed his way past them as he approached the end of the massive ship. All that lay under him was nothing but a deep drop to the oceans below.

Breakdown stuttered and looked over the edge, “Uhhh….I’m not so sure about this, Megatron.”

“Would you rather face Trypticon’s fury or mine?!” Megatron shouted right in the face of the Stunticon.

Breakdown gulped and nervously answered, “Uhhh…is that a trick question?”

“Get moving!” Megatron screamed and threw Breakdown off the ship. Before any other Decepticon could move, a massive tremor rocked the entire ship. Megatron looked at his feet and muttered in horror when he saw the ground beginning to transform.

“Onward, my Decepticons!” Megatron shouted and jumped off the Nemesis. Soundwave jumped along with Onslaught, Brawl, Swindle, Dead End, Barricade, Wildrider, Motormaster, Sharpshot, Kickback, and Hardshell. The flyers transformed and flew downwards along with every Decepticon that were free-falling to the ground below.

Starscream led the way along with Thundercracker and Skywarp by his side. Vortex, Blast Off, Ramjet, Thrust, Dirge, and the Insecticon armada flew to the ground where they had finally reached their fellow Decepticons.

Megatron paid no heed to the cowering Decepticons falling to the ground, his focus was soon about to hit him. When it suddenly did, each Decepticon except for the flyers landed in the ocean. After several minutes of swimming, each Decepticon including the leader arrived to the nearest beach.

“That wasn’t so bad.” Swindle chuckled and sat down on the sand. Onslaught and Soundwave looked up and almost groaned in annoyance when they saw Starscream and the others arrive to their position.

“Great fall, Megatron. I would’ve never guessed you would have fallen that kind of way!” Starscream snickered at his master. Megatron stood back up and made his way towards Soundwave, completely ignoring Starscream’s annoyance.

“Soundwave,” Megatron began, “how is the Nemesis holding up?”

The Communications Officer looked at his wrist and shook his head; the other Decepticons surrounded him and utterly prepared for anything that he had to say. It wasn’t good.

“The Nemesis is heading for our position in three….two…one.”

A massive explosion caught each Cybertronians’ attention. Megatron and his legions looked up to see the Nemesis and all its glory falling. The entire ship crashed nose-first into the ocean depths causing a gigantic tidal wave to head for the beach. The Decepticons backed away as the water rushed past their feet.

Only silence and the squawking of pelicans was all that remained. Brawl stepped forward and asked the one question that was on all of their minds.

“Is that it,” Brawl asked, “Did we win?”

Megatron stepped closer to the water and felt a rumble on the ground. Soon the water began to shake as something large began to rise from afar.

“Not yet.”

Suddenly, the ocean split apart causing massive waves to rise above and fall in massive torrents to the ocean when something large and grey began to tower over the ocean depths. That same deep growl echoed over the waters and reached Megatron’s position as he backed away in total shock. Each Decepticon had their optics locked on the monstrous Decepticon symbol glowing from beyond the ocean.

The waters fell as the massive Decepticon rose from below, its optics glowed a bright yellow. Two gigantic poles broke apart from the massive body and opened up to reveal two hands each with three claws. The transformation was completed as the beast suddenly raised its head and pointed a massive finger at his newest target.

“YOU WILL NEVER RUN AWAY SO EASILY, MEGATRON! I BELONG TO NO ONE NOW! I AM NO LONGER A DECEPTICON, NOR WILL I BE AN AUTOBOT! I….AM….TRYPTICOOOOONNN!!!!!!!!”

And with that said, Trypticon’s mouth opened up as a massive purple ball of raw energy began to glow. Megatron’s optics grew wide as he turned towards his loyalists.

“Run!!!” Megatron screamed and transformed. His tank form drove as fast away as possible as each Decepticon followed closely on his tail. But there were others who weren’t so lucky.

Trypticon unleashed his blast on the Insecticon armada who crumbled before his might. Each Insecticon melted or exploded from the intense heat of the energy blasts. Sharpshot, Kickback, and Hardshell stopped running and screamed in horror. Their legions were dead!

“Noooo!” Sharpshot squealed and fell to his knees with his hands buried in his face. Kickback was speechless as was Hardshell as the Insecticons stared at the raging fires overcoming the entire beach, along with their soldiers.

Megatron spun around and screamed, “Sharpshot, you and your team had better move!” Sharpshot looked back at Megatron until the growl entered his hearing processors. He slowly faced the ocean again and screamed when he saw Trypticon slowly approaching their position. His massive legs caused several waves to appear whenever he took a step. Megatron growled and yelled, “And try not to get crushed on the way.”

Sharpshot and Kickback transformed and took to the skies while Hardshell simply scurried into the nearest forest. Megatron was about to drive off….until he looked back one last time. Trypticon had arrived on the beach. The flames reached his legs as he released a powerful screech into the air.

“YOU CAN RUN, BUT YOU CANNOT HIDE!!!”

Megatron drove off into the forest with Trypticon on his trail, hungry for revenge.

Author's Note

Artwork by Shrekzilla

Exodus

-CHAPTER III: EXODUS-

"We took the extended tour. Saw the sights, blasted some bad guys, the usual."

-Sideswipe

INTEL: Sideswipe is an Autobot soldier and a good fighter, though he can be a bit cocky when he gets a few hits on an enemy. During the early war, Sideswipe wasn’t meant for much but just to deliver supplies for the Autobots. That all changed when his skills in battle proved otherwise. Sideswipe is brash and bold and never runs away from a fight.

____________________

Megatron and his forces broke through the tree lines with intense speeds.

Trees crumbled and rocks shattered before their might. Megatron shot one purple ball of energy at the rock structure blocking their path. The entrance allowed the Decepticons to drive through it with ease. High in the skies was Blast Off with Vortex right on his tail, following them were each of the flyers struggling to keep up.

Vortex grunted and shouted, “Ease off the throttle, Blast Off! I can’t keep up!”

Blast Off slowed down just so everyone behind him could hear. “Either you keep up or I’ll leave ya behind!”

“Silence, you fool!” Megatron yelled from below and dodged the scurrying deer in his path. The frightened animals cowered underneath the broken tree lines as the strange monsters drove past them. Megatron hit a rock and shouted above, “This isn’t a race! Have you all forgotten what is trailing behind us?!”

Ramjet knocked straight into Vortex and screamed, “Trust ME, Megatron! I know for a fact that Trypticon is still on our-!” He never finished when a missile struck his engine causing him to fall to the ground with a trail of smoke following.

“Idiot.” Megatron muttered.

As Ramjet was slowly picking himself up, he looked back and saw the mighty Trypticon stomping his way through the forest. His shoulders were firing hundreds of miniature missiles at the flyers above. Of course he would be the only to get hit.

Changing form and taking to the skies, Ramjet slowly rose above as Starscream past him with pure ease. Starscream also took the time to pass each of the flyers and lead them straight ahead.

“Follow me to victory!” Starscream wailed and activated his thrusters, causing him to be pushed forward even farther. He barely heard what his master said.

“Starscream, you have no idea where you’re going! Your tiny little mind is far too small to know where the Ark is!”

The Sky Commander stopped in mid-air and looked down to see Megatron drive right through the trees and past him. Starscream yelled, “How do you know where the Ark is, what is there that we possibly need?!”

Megatron didn’t turn back and drove faster. Starscream watched as each Decepticon flew right past him and paying him no heed. Right before Starscream could ask Thundercracker what was going on, the sound of transforming came from behind.

Slowly turning around, Starscream gasped when the Nemesis soared right over him.

____________________

Ironhide sighed with relief and stepped alongside the dirt road. Sunlight quickly reached as Ironhide stared up into the cloud-filled skies. Such a peaceful world Earth was. It was definitely a good choice for the remaining Autobots to take refugee.

The structure of the entire Ark was minimized in his hands. He looked down to observe the small hologram of the Ark pictured on the holo screen. Pressing his comms link, Ironhide announced while looking at the light in his hands.

“Ironhide to Optimus Prime, the Ark’s power core is fully repaired. The entire ship is perfectly held together by the mountain causing minimal damage on the inside. All defense systems are functional and ready for action.”

____________________

Driving down the long dirt road was the Autobot leader, Optimus Prime. Ironhide’s explanation of the Ark had reached him no problem whatsoever. He soon came across a small hill. Optimus enjoyed this new world and used the hill as a ramp to fly above shortly.

Transforming in mid-air and landing perfectly, Optimus heard Jetfire land peacefully right beside him. Earth was such a glorious planet, true in its name of containing very much of life. Although Optimus hadn’t had the courage to reveal himself and the Autobots to mankind, it was still a great experience to be living here from now on instead of….

Well….Prime didn’t want to think about it much. Turning to Jetfire, Optimus Prime nodded and pressed his comms link, “Nice work, Ironhide,” Optimus congratulated on a job well done. A sudden thought came to mind as he spoke clearly through the link, “Perceptor, how goes the Energon tanks?”

____________________

Perceptor floated above on his trusty little flyer and observed the Energon tanks being filled with life-giving liquid Energon. He along with every other Autobot scientist remained in the inner sanctums of the Ark, watching as precious life-blood entered the tubes.

He smiled and pressed his comms link, “Energon was successfully routed from this planet’s energy supply to our tanks, Prime. We should be able to fill several quantities of Energon before the next mega-cycle.”

____________________

Optimus nodded and placed his hand down. “Good, that Energon will be just enough for our power supply to be filled to its limit. But first….we need to give Omega Supreme his rightly earned Energon.”

Optimus Prime and Jetfire stood above the highest hill and watched patiently as the Ark was sitting there in the side of a mountain. Several Autobots were working on it from the outside to repair all the damage it had suffered. The morning sun felt nice as both Autobots stared ahead at their beloved ship.

It has been millions of years of contant, never-ending warfare, and it was finally over. Sure, there were a few battles on Earth here and there between the two factions but mostly it was peaceful. It took a while for the Autobots to get used to this "peace-time adjustment", obviously eons of civil war does a lot to a bot.

The peaceful moment of simply staring at the glorious wreckage of the Autobot's last hope was interrupted by Jetfire clearing his throat, speaking in a low tone.

“You ever wonder,” Jetfire began while Optimus turned towards him, “…after several eons of fighting for our beliefs, and now that we are finally at peace. It feels wonderful, Prime.”

Optimus sighed, “Then why don’t I feel wonderful?”

Jetfire turned his way, obviously surprised as to why Optimus Prime would ask that. “What do you mean, Optimus?” Jetfire asked.

Optimus Prime lowered his head to the ground, his optics hardening as did his fists. “I’ve been….worrying for the past few cycles. I sense…..a traitor among our ranks.” Optimus muttered. Jetfire gasped.

“A traitor?! Optimus, are you sure?” Jetfire asked. Optimus turned his way and sighed.

“I am, Jetfire. It feels awful to know that one of your own kind is betraying you. Which is why I must ask you truthfully…are you the…?”

Jetfire swatted his hand and spoke in a high stern voice, “Optimus, I am NOT the traitor! I would never betray the Autobots!”

Optimus sighed happily and placed his hand on Jetfire’s shoulder. He could always trust Jetfire. Just like back on Cybertron, when all seemed hopeless during the Autobot evacuation, Megatron had launched orbital strike cannons on the unsuspecting ships. Giving his full trust to Jetfire and his squadron, they were able to destroy the strike cannon and save the Autobots from extinction.

“I knew I could always trust you, Jetfire. You’re a great warrior.”

“Thank you, Optimus.” Jetfire smiled and faced the sun again. He suddenly turned towards Prime and asked, “So after this traitor is found, will we be at peace, Optimus?”

Optimus shook his head and muttered, “We are not yet at peace, Jetfire. Megatron and his Decepticons are still on this word…hungry for power.”

Speak of the Unicron.

Optimus’ signal began to grow unstable. Sounds of gunfire and explosion came shortly after. He quickly pressed his comms link and shouted, “What is going on, Sideswipe?!”

Sideswipe answered, his voice scared beyond belief. “Megatron and his troops broke through and-*static*!”

Upon hearing Sideswipe’s shouts of fear, Jetfire lifted up his wrist and gasped, “Optimus, Decepticons have breached Omega Supreme’s inner sanctum!”

Optimus clenched his fist and raised it. “That was Grimlock’s post!” He shouted with obvious anger present in his voice. This was the second time after all.

Jetfire continued not taking his optics off his wrist, “They destroyed all the defenses! And…oh no…OH NO! The Nemesis is approaching the Ark!”

Optimus began to grow nervous when Ratchet’s voice came through his comms link. “Optimus, Omega Supreme is under attack! Megatron and his Decepticons are using Dark Energon on him as we speak!”

Optimus clenched his fist and nodded, “We’re on our way, Ratchet!” And with that said, both Jetfire and Optimus Prime transformed and took off towards the Ark. Optimus stopped in his tracks and sent out a distress signal.

“All Autobots in our current sector, Megatron is attacking Omega Supreme! Return to base this instant and defend the Ark!”

Even with Optimus blazing through the dirt road, his spark felt very uneasy.

‘Why, Grimlock? Why?’

____________________

Jazz sat peacefully on the rock and held out his hand. A bird fluttered into view and landed in his palm and pecked his fist. Jazz let out a chuckle and let the bird fly away.

His times on this new world were awesome. The peaceful planet itself was amazing from all these different types of species he had come to love. And even though he never got his disguise (neither did any of the other Autobots), mostly because the vehicles here just didn’t fit him, or he just liked his Cybertronian form.

Jazz let out a sigh as he laid his head back, the gurgling of the creek and the cricket of the insects made him just plain enjoy himself.

“JAZZ!”

The sudden outburst caused the Autobot to fall into the water with a loud splash. Getting back up and looking around, Jazz caught the two horns sticking out from the shadows along with the glowing Autobot symbol.

He chuckled and shouted, “Hey nice one, Cliffjumper! Now why the frack would ya interrupt me, man?” The shadowed figure came into view, causing Jazz to gasp in surprise. He nervously rubbed the back of his head as Bumblebee came out of the shadows.

“Hehe…sorry about that, Bee, you and Cliffjumper look so much alike.” Jazz laughed which only caused the little Autobot to shake his head in ignorance.

Bumblebee shook his head and explained quickly, “Come on, Jazz! Optimus needs us!”

“Oh scrap.”

____________________

Optimus had reached the exact location. But something was off. The Ark was fine. No Decepticon had attacked it or was even in the general area. This wasn’t right. Megatron wouldn’t give up that easily. If he had already attacked Omega Supreme then there was no stopping him from attacking the Ark.

So why didn’t he?

When Optimus and Jetfire had reached the entrance of the Ark, they both transformed and watched as Ratchet was assisting Sideswipe. In fact, Wheeljack and Perceptor both stood worried over Sideswipe’s injured form.

Hound approached Optimus and explained, “Sideswipe barely made it out, sir. Megatron had already attacked Omega.”

“Why would Megatron attack Omega Supreme and not the Ark?” Optimus asked no one particularly as he approached Sideswipe with Hound and Jetfire by his side. Ratchet looked up to see Prime and the others. He quickly stood back up.

“Optimus, Sideswipe has wanted to tell you something.” Ratchet explained looking at the injured Autobot. Optimus got to one knee and watched as Sideswipe slowly raised his head.

Sideswipe frowned and held his injured leg before he could cough out an explanation. “Prime, I tried my best…but Megatron-!” Sideswipe couldn’t finish when Optimus interrupted him.

Optimus narrowed his optics and asked, “Why didn’t Grimlock stay at his post?”

Sideswipe’s frown disappeared and an expression of confusion was present. He quickly explained, “Grimlock didn’t leave his post.” Now the Autobots were interested as each of them scooted in to hear what Sideswipe had to say. Optimus was the first to ask the big question.

“What happened, soldier?”

____________________

-13 MINUTES EARLIER-

“Unbelievable! Why were we given this type of task from Optimus Prime?! This is grunt work!”

Slug growled in boredom as he kicked a piece of rock aside. The rock; however, hit the stone wall and shattered at the mighty kick, causing Snarl to look up from where he was resting his head.

Snarl chuckled and moved from his resting place to have a little fun with Slug. It was indeed a very boring job; the sun beat down on them with no remorse and the Lightning Strike Coalition Force, or the Dinobots as Swoop liked to call them, were just on the outside of the massive cave that held the strongest Autobot that ever lived.

“Havin’ fun, Slug?” Snarl teasingly asked, “Because we’re gonna be out here all day!”

Slug turned his way and uncrossed his arms. He slowly approached his fellow teammate and sighed, “Oh I’m having the time of my life, Snarl! What about you huh? Are you having fun just sitting here without anything to do?!”

“Yep.” Snarl jokingly chuckled and sat down, his spines hitting the side of the mountain.

Slug just groaned and laid his back on the side of the mountain with Snarl. He didn’t really care for this new world, it was okay. Just okay. But of course one of the team members was over-enjoying themselves.

“WOOOOO!!!! I like flyin’!!!”

Slug and Snarl both ducked when the flyer of the team flew right past their heads and landed on a little perch on the side of the mountain. His massive beak moved up and down as he spoke.

“That was fun!” Swoop yelled and flapped his wings. Snarl chuckled while Slug just face palmed. The three of them just stood there until Swoop thought it would be a good idea to-

“Hey who wants to race me, huh?” Swoop asked and hovered above the ground to meet Slug’s glare and Snarl's smile. “I’ve been dyin’ to race someone now that I have this new form! I bet I’m the fastest thing on this planet!”

“SHUT UP, SWOOP!”

The three of them froze in fear. Swoop changed form back into robot mode as each Dinobot turned around. On top of a small rocky platform was the leader of the Lightning Strike Coalition Force, his deadly red blade stuck in the rock and his head low.

The mighty leader turned his head to view his teammates, each of them backed away when that glowing red visor met them with his deadly stare.

Grimlock….was not in the mood.

Swoop shuffled nervously before he finally got the guts to ask, “Uhhh…Grimlock? You okay, buddy?”

The thing was that Grimlock was not okay. He was downright miserable! This world wasn’t meant to house them. He should’ve just stayed on Cybertron where he could actually do something. Fate has a strange way of showing itself. Grimlock slowly turned his head towards his fellow Autobots and sighed with grief. “It’s…it’s just that I-.”

He never finished when a missile struck the rocky platform he was on.

“Grimlock!” Swoop screamed as he, Snarl, and Slug got out of the way when the entire side of the mountain crumbled down. Large pieces of debris and rocks hit each Dinobot in the head causing them to fall and get crushed by the massive rocks.

Starscream flew in and landed on top of the rock slide. He smirked with victory. Turning around, Starscream waved and watched as Megatron and the others came pouring out of the forest. Each of them transformed and watched as Megatron approached the cave with a wide smile.

“Yes, this is it, my brethren!” Megatron shouted and raised his fists, “We will use Omega Supreme to take refugee out in space until we lose Trypticon. There’s nowhere on this planet that we can hide from Trypticon’s wrath…but space will prove to be most reliable.”

Barricade grunted as he stepped over the rocks, “I don’t know about this, Megatron. From what I heard Omega Supreme is the strongest Autobot that ever lived. How are we gonna make him give us a ride out in space?”

Megatron smiled as he and his loyalists approached the dark cave, his fist glowing with a raw purple energy. “Simple, Barricade. We’ll do it just like last time….with Dark Energon.”

And with that said, each Decepticon made their way into the cave for Omega Supreme.

____________________

“You gotta understand, Optimus, I couldn’t stop them all! I had to retreat I had to!” Sideswipe screamed in pain as Optimus held him down.

Ratchet and Wheeljack assisted the injured Sideswipe to his feet as Optimus turned away from him. “You did what you had to, Sideswipe. But it seems that Omega Supreme is in danger. Megatron will use him.”

As Optimus entered the sunlight from the Ark’s shadow, the large group of Autobots followed him. Each of them was worried sick; Omega was their heavy artillery, without him they were nothing. Suddenly, a large trail of dust came rushing towards them which revealed to be Cliffjumper, Bumblebee, and Jazz.

“Uhhh…did we miss somethin’?” Jazz asked as Optimus approached him.

“We got this covered, Jazz, but you did indeed miss something.” Optimus muttered as he and Jazz walked side by side with each Autobot trailing behind. Bumblebee came up to Optimus’ side.

“Optimus, what happened?” Bumblebee asked.

Prime faced the sun and sighed, he turned towards his large team. There he saw some familiar faces. Jazz, Cliffjumper, Bumblebee, Ratchet, Ironhide, Jetfire, Silverbolt, Air Raid, Fireflight, Skydive, Slingshot, Hound, Perceptor, Wheeljack, Blaster, Sideswipe (slightly limping), and Warpath all watched Optimus attentively.

Optimus sighed and began, “Megatron has attacked Omega-“

He never finished. He didn’t have to. For the massive explosion caught all of their attentions from at least a mile away. It came from the exact same place they kept Omega Supreme. Suddenly, the explosion created a black cloud of dust to rise in the air along with the massive red space shuttle heading into the endless stars above.

Optimus gaped in horror.

“They’re stealing Omega Supreme.”

____________________

A black fist punched its way out of the rock slide. Grimlock rose up and dusted himself off before pulling out each of his teammates. Each of them were not as surprised to see the pillar of smoke rise from the cave.

“Well,” Swoop shrugged, “there goes Omega.” He looked up to see the trail of smoke escaping from the bottom of the space ship entering the clouds.

“We have failed.” Grimlock growled and pulled his sword out of the rocks. They were given one of the simplest of tasks, granted it was very boring but still….the Lightning Strike does NOT fail. As if on cue, Optimus’ voice came from his comms link.

“All Autobots on the outside, Omega Supreme has been captured! Return to the Ark at once! We will use our escape ship to track Megatron down before he can get far!”

Slug chuckled, “Sounds like a fight is coming.”

Grimlock didn’t respond. Neither did Swoop nor Snarl. Even Slug stopped chuckling and gasped in utter terror when the dark shadow loomed over each of them.

The Nemesis began to rise.

____________________

Each Autobot big and small piled into the Ark. Optimus Prime led the way as each Autobot had to sprint towards their escape ship. The escape ship was to be used only for emergencies and was constructed on the Ark several years ago. It was large enough to fit each Autobot and was designed for war. True it was smaller than Omega Supreme, but size did not matter, it only mattered on who was behind the wheel.

The doors broke apart as Optimus Prime pointed at the massive escape ship. It was pointed upwards, specifically for flying into space.

“Autobots,” Optimus yelled, “inside at once! We cannot lose their trail!”

The escape ship opened up as Warpath led the group inside. Each Autobot made their way and soon only Optimus and Bumblebee were left. The little scout turned towards his old friend.

“Optimus,” Bumblebee muttered with his voice low. Prime turned his way and saw Bee shifting nervously. He spoke, “We’re…gonna come back to Earth….right?”

Optimus sighed and placed his mighty hand on Bumblebee’s shoulder. “I promise, Bumblebee.”

The two of them made their way inside the escape ship.

“WAIT!!!”

Optimus and Bumblebee turned around to see Grimlock and his team emerge from the open door, each of them having to bend down from their massive heights. Grimlock got right up to Prime and shouted, “Optimus, the Nemesis is following Omega Supreme! We have to hurry!”

Optimus’ optics grew a little wider than expected.

“Let’s roll for it!” Optimus shouted and ran inside the escape ship. As each Dinobot past Bumblebee, Slug flashed a grin and chuckled to himself.

“Didn’t think you’d leave without us now would you? You NEED us after all. Without us, you would be weak.” Slug chuckled. Bumblebee glared his way and followed from behind.

With the Autobots inside, the Ark’s hull opened up to let the sunlight reach the newly-used escape shuttle the Autobots had prepared. Suddenly, the engines roared to life as the ship was thrusted off the ground and into the open air.

It wasn’t long before Optimus Prime saw darkness and stars from where he was standing.

____________________

Megatron’s laughter echoed through Omega Supreme.

His Dark Energon had worked just as planned! Omega Supreme was theirs to control and now not even Trypticon could follow them as they reached open space. The stars painted the dark skies as Omega blasted past the moon with the Decepticons inside of him.

“Wow, I can’t believe Omega Supreme would actually listen to us!” Brawl shouted as the Combaticons looked out the window of this mighty Autobot. The moon past them as they paid close attention to each crevice and design this world’s moon had.

Onslaught shook his head and growled, “He’s not listening to us, Brawl! We’re controlling him with Dark Energon; Omega Supreme doesn’t have any say in the matter.”

Swindle lifted up a powerful-looking artifact from Omega’s storage. He chuckled and placed the artifact on his belt. He always took something to bargain with. “Well this wasn’t such a waste of time after all.” Swindle commented.

Suddenly, Megatron’s laughter died down. Each Combaticon looked behind them to see Megatron terrified beyond belief.

“What’s going on?” Vortex asked. Soundwave went straight past the Combaticons and looked up at his leader with intent. Megatron’s optics were wide with horror and his mouth hung agape. He was staring at something….above them.

Soundwave looked up as the shadow loomed over them in a creepy darkness. The shadow covered the entire bridge of Omega structures when Soundwave finally saw the long jagged points reach the front of the ship.

“Trypticon.” Soundwave muttered.

____________________

“Primus help us.”

Cliffjumper began to quiver in fear when he witnessed the Nemesis itself launch tow cables onto Omega Supreme’s outer hull. Omega Supreme shook but kept its path as the Nemesis began to launch several hundred missiles connecting to the ship.

Warpath pounded on the glass and screamed, “They’re killing Omega Supreme!”

“Who is controlling the Nemesis?” Perceptor asked while struggling to hold the ship steady with his steering wheel, “From what I was told, the Decepticons are all inside Omega Supreme.”

“I don’t know,” Optimus muttered and forced himself to watch more tow cables break through his friend’s body. “We must hurry if we are to save Omega!”

“Follow me, Prime!” Warpath yelled and took off down the long corridor. He turned towards Ratchet and yelled, “Keep the ship steady and hover just above the Nemesis ya got that?!”

Ratchet backed away from his steering wheel and gave a curt nod, “Alright, but you don’t have to yell! I’m two feet away from you after all.”

Warpath nodded and motioned Optimus to follow him. Optimus nodded and looked at his fellow soldiers. “Are you all coming? Warpath is going to lead the assault!”

“I’m with ya, O.P.!” Jazz screamed with Bumblebee, Cliffjumper, Jetfire, Silverbolt, Air Raid, Hound, and Grimlock on their tails.

Optimus turned towards Warpath and asked, “Warpath, you want the honors?”

Warpath clenched his fists and shook with glee. He turned towards the nearest door and shouted, “Let’s do this!” Grimlock lunged forward and ripped the door free allowing all the Autobots to gaze downwards at the Nemesis’ outer hull.

Perceptor and Ratchet turned around while Perceptor said, “This is as low as we can go!”

“Good enough!” Warpath screamed and jumped out of the escape ship, the other Autobots following, including their leader.

____________________

“I can’t hold Omega steady!” Barricade screamed while struggling with the steering wheel.

“You must hold it, Barricade! We need to activate Omega Supreme’s back thrusters!” Megatron yelled and turned towards the nearest door. He ripped it apart allowing him and the Combaticons to enter the engine deck.

Another tremor erupted through Omega causing each Decepticon to fall to the ground. Megatron shook his head and turned towards the wall. Whipping out his cannon, Megatron fired one shot destroying the wall in seconds. The Nemesis was in view from space with several tow cables holding it and Omega Supreme together.

Megatron turned towards Onslaught and screamed right in his face. “Onslaught, you and your team had better listen up because I will only say this once!"

Onslaught nodded as did the rest of his team. “What’s the plan, sir?” Onslaught asked.

Megatron turned towards the tow cables connecting to Omega’s armor and shouted, “You and your Combaticons have to form Bruticus while I deal with the back thrusters! Sever the tow cables before Trypticon can transform and destroy us!”

Onslaught looked outside of the space warfare as did the rest of his team. The tow cables were scattered across the large open space while the Nemesis hovered slightly above them. The Nemesis was massive! It was only slightly bigger than Omega Supreme himself.

The Combaticon leader backed away and clenched his fists. “You heard the boss, let’s finish this!”

Megatron backed away in awe as Swindle and Brawl formed the legs. Onslaught hopped on top of them and created a massive body. Because of the lack of room, Vortex and Blast Off just jumped up and locked in place, thus forming the arms.

“No mercy, Bruticus!”

The combined Decepticon broke through Omega’s armor leaving a massive hole. Megatron watched in awe as Bruticus sailed through the open space and ripped apart each tow cable with his blades. He chuckled with delight and faced the entrance of the engine room.

“Time to find some sanctuary….wherever we may go.”

____________________

Loud crashes ended up with the Autobots as they lazily shook their heads and looked around the dark purple corridors. They were inside the Nemesis. Warpath stood back up and cracked his back.

“That was pretty fun,” Warpath chuckled, “who wants to do that again…..anyone?” Warpath looked back to see each Autobot giving him a dirty look. All except for Prime who stepped up and pointed at the first locked door.

“We can’t stay, Warpath,” Optimus explained, “We need to get to the bridge and stop the Nemesis from attacking Omega Supreme. Then we can defeat Megatron once and for all.”

Warpath nodded and activated his rocket launcher. The massive heavy weaponry replaced his entire right arm. “Yeah…I guess you’re right, Prime.” And with that, Warpath shot three missiles at the door destroying it instantly. The Autobots tumbled inside with Grimlock easily stepping over Warpath.

Optimus looked around to see they were indeed inside the bridge. But no Decepticons were anywhere to be seen. Optimus made his way to the window and stood in confusion to see the Nemesis still firing missiles at Omega.

“The Nemesis is controlling itself?” Bumblebee asked while looking at several computers. Jazz and Cliffjumper stood by Bee’s side while the Aerialbots hovered around the room. Hound and Warpath checked the main stationary controls with Warpath rubbing his head in confusion. He was never the one for fancy tech equipment.

“Where’s that tech-head Perceptor when you need him?” Warpath joked while Hound just chuckled.

Grimlock stood by Prime and put his sword away, “How can this be?” Both Optimus and Grimlock stared in horror as the battle was taking place before them. The several tow cables destroying Omega Supreme as they watched, the hundreds of missiles hitting Omega’s outer structure, and Bruticus heading straight for them.

BRUTICUS HEADING STRAIGHT FOR THEM!?!?

“Get down!” Grimlock screamed and pushed Optimus aside as the mighty combiner crashed against the window. Optimus looked back and was even more confused to see Bruticus trying to grab onto something. He was completely ignoring the Autobots that lay before him.

“What is he-?” Jetfire muttered before the impossible happened.

Omega Supreme disappeared in a quick flash.

The tow cables severed themselves free as a massive growl echoed through the Nemesis. Bruticus looked around frantically. The Autobots did the same. Suddenly, the ship rocked back and forth as the same deep threatening voice was heard coming from all around them.

“NEVER AGAIN! CALCULATING COORDINATES FOR OMEGA SUPREME. SUCCESSFUL. MEGATRON HAS ACTIVATED THE SLIPSTREAM HYPER-DRIVE ALLOWING HIM TO DISAPPEAR INTO LIGHT SPEED! I SHALL DO THE SAME! PREPARING NEMESIS ENGINES FOR LIGHT SPEED!!!!!”

Optimus knew that horrid voice all too well. It brought back painful and horrid memories of the mighty Decepticon crash-landing in his home city of Iacon. The same Decepticon who nearly killed off each and every Autobot trying to escape the war for Cybertron.

Optimus had only a split second to mutter that terrible, horrible, retched name.

“Trypticon.”

Suddenly, each Autobot and Bruticus were blasted back by a powerful force coming from the ship itself. Optimus stared ahead and watched as each of his fellow Autobots hit the back wall including the mighty Bruticus who couldn’t attack them in this state.

The stars grew longer, the dark void of space was ripping in half, and the Nemesis drove straight into the heart of the void.

____________________

Perceptor raised his head in pain. He looked down to see the computer console destroyed from the crash they had endeared. Several sparks jumped across the dashboard as Perceptor looked around the dimly lit ship.

Each Autobot that stayed on the escape ship was lying in pain all over the ground. The entire inside of the ship was demolished beyond repair. Looking forward at the glass window, Perceptor gasped when he saw it….

“Well, well, well….I think I am a loss for words at the moment.” Perceptor managed to say when he saw both Nemesis and Omega just a few hundred miles away.

And past them…was a colorful little world.

____________________

Megatron forcefully opened the blast doors allowing himself to enter the bridge. The Decepticons were picking themselves up with several grunts of pain coming from all directions. When Megatron reached the front of the ship, he scowled, “Pathetic. None of you can even withstand a little slipstream jump?!”

Starscream grunted and wiped his chest clean of debris. He approached Megatron with the worst frown he had ever given. “Greatest plan ever right, Megatron? Because it looks like we didn’t even lose Trypticon! He’s directly next to us!”

“You forget, Starscream,” Megatron barked, “we were meant to find refugee out in space! And it looks like we have found a planet.” The Decepticon leader pointed to the colorful planet directly in front of them.

The Decepticons piled around the front of the ship and gawked in awe. Dead End whistled lightly and said, “Would ya look at that.”

Soundwave looked left and still saw the Nemesis right by them, not moving at all. He turned towards Megatron and asked, “Lord Megatron, should we land on this world to lose Trypticon on our trail?”

Megatron nodded and said, “Yes, Soundwave.” He turned towards the rest of his legions and shouted, “Decepticons! Prepare Omega Supreme for landing! We take refugee on this plan-!”

The ship began to rumble. The Decepticons held the wall of the ship as Megatron grabbed onto the nearest soldier. He looked behind him and saw that the planet was beginning to get closer. But how? They hadn’t initiated any type of launch sequence. So how was the ship able to-?

The ship was no longer dark purple from the Dark Energon infection, it glowed a bright red.

“OMEGA SUPREME INVADED. MEGATRON INFILTRATION COMPLETED. ELIMINATING DECEPTICON INFECTION AT ONCE.”

Omega Supreme controlled himself. The worst possible situation for any Decepticon was happening right now. Being trapped inside the strongest Autobot that ever lived. Megatron held on to the wall as Omega shifted the controls and flew away from the planet. Instead his newest target just happened to be the Nemesis!

Starscream nearly fell on his face as he looked up to see Megatron obviously frightened. He chuckled and shouted, “Your Dark Energon barely lasted ten cycles! Got anymore brilliant ideas, oh mighty Megatron?!”

Megatron didn’t listen to a word he said. No one had any time to react when Omega Supreme dive-bombed the Nemesis head-on.

____________________

Optimus Prime’s vision came back along with every other Autobot. Each of them stood back up from the tattered remains of the Nemesis’ bridge. Optimus looked around and noticed the bright colorful planet in their view.

Optimus knew this world. He had seen it before several mega-cycles ago. That same planet he swore never to return so they could all live in peace. The horrid memories came rushing back like a tidal wave. The entire galaxy had millions of planets and stars….and they so happened to arrive to the very planet they had entered to during the Great Exodus.

“No,” Optimus muttered in horror, “please Primus anywhere but here.”

Several moans of pain came from all corners of the ship. He quickly spun around and looked below him. The yellow Autobot lay on the ground covered by several broken down machinery, a deep gash across his chest.

“Bumblebee!” Optimus screamed and picked up the unconscious Autobot in his arms. While Prime held onto the injured soldier, the others paid no heed when a threatening shadow appeared from behind them. Slowly turning around, Grimlock and the others only had a split-second to react.

“Get outta the way!”

“Look out!”

“He’s heading straight for u-!”

Omega Supreme crashed straight into the Nemesis.

Optimus suddenly felt a gigantic pull. He and the other Autobots felt themselves being thrusted straight out of the Nemesis from the air lock. Omega Supreme fell outside of space as his entire body began entering the planet’s gravitational pull.

Now there was nothing holding them back.

Bruticus was the first to go as he tried to grab onto something. It was hopeless for the Decepticon now. Bruticus was pulled right off the Nemesis and followed Omega Supreme onto the planet. Optimus tried to run back with Bumblebee in his arms, but it was no use. Bumblebee flew from his grasp and exited the Nemesis with the Aerialbots and Jazz following.

“Hold onto something!” Cliffjumper screamed and grabbed several wires hanging out of the wall. Hound flew backwards and grabbed onto Cliffjumper’s legs. From the intense gravitational pull and Hound’s extra weight, both Autobots flew back into space to enter the atmosphere of this new world.

Grimlock stabbed his sword in the ground as if it was nothing compared to his strengths and held onto it. Even his strengths were outmatched by the pull of gravity itself.

“NOOO!!!” Grimlock screamed as he was pulled out into space along with all the other Autobots. Warpath followed close behind him with his screams echoing through the ship.

Optimus Prime held on for dear life, his hands clawing at the ground just trying to find some support or something! He looked back and saw the Nemesis getting very close to this planet now. His grip was broken and Optimus shared the same fate as all the others.

The Nemesis was trapped, Trypticon screamed in fear when the gravity of this world began to pull him in. The Autobot escape ship followed close behind, captured by gravity as well. With Omega Supreme, the Nemesis, and the escape ship all plummeting towards the known planet only to Optimus Prime, each ship separated and spread across the atmosphere, fire quickly forming around their hulls.

And so began the meteor shower that will change the world….forever.

Author's Note

Artwork by Shrekzilla

Bring War Wherever They Go

-CHAPTER IV: BRING WAR WHEREVER THEY GO-

4 Days before the Rise

"THE ROAD TO CONQUEST IS PAVED WITH AUTOBOT WRECKS!"

-Bruticus

INTEL: Bruticus is the combined form of all five Combaticons. The combining technique limits Bruticus' processing power, making him a weapon Megatron just needs to point in the right direction. For all his strength and power, however, the monstrous gestalt has only the most rudimentary mind, capable of wanton destruction and little else.

____________________

The snores of a certain rainbow-mane Pegasus rumbled throughout her little abode. Squirming and sighing happily was none other than Rainbow Dash sleeping in her tangled bed. Feathers and bed sheets sprang up everywhere while hooves, wings, and a long tail stuck out at odd angles as Rainbow continued to snore.

And boy could she SNORE!

All the clouds on her floor shook slightly as her throat rhythms echoed throughout her house. The piles of books quivered as she inhaled even louder. Rainbow was always the least pony you would want at a sleepover. Of course she was fun at first but when it was time to hit the sack, you’d better bring extra cotton balls.

A sweet smile was on her face as Rainbow blissfully dreamed one of the happiest dreams anypony could ever have.

“Ohhhh Spitfire…” Rainbow mumbled and squirmed slightly, “you finally made me a Wonderbolt. What took ya guys so long? ZZZZZZZZ!”

Her eyelids opened slightly to reveal her eyes wondering the room as if following a joyous lightshow. But she never woke up from her awesome dream.

“Cool. You even made me the captain of the Wonderbolts. That’s *yawn* awesome.” Rainbow mumbled before snoring yet again. An annoyed turtle shot its head out from his shell and looked at his owner. Tank shook his head and placed two large earplugs in his ears before sinking his head back inside of him.

Rainbow twisted and turned until she was facing the ceiling, her mouth open as wide as it can go when she snored for one final time.

A bright light came from outside her window.

Rainbow Dash groggily opened her eyes and turned her head to the window. A bright light sailed down the skies followed by and even bigger light. Her eyes grew wide as she suddenly sprang out of bed. Rainbow flew over to the window and pushed it open. The cool breeze of the night hit her instantly as she saw the first meteor slam right inside the Everfree Forest.

The second meteor sailed even farther than the first one and hit the side of a mountain not too far away from Ponyville. An explosion followed that meteor almost making Rainbow Dash take her eyes off the final and largest one.

Its dark purple glow was barely visible as it flew right over Ponyville creating a very powerful wind torrent, causing dust and grass to hit Rainbow square in the face. She shook her head and pushed her window even harder allowing her to fly outside to see what was going on.

The largest meteor flew right past Ponyville and headed straight beyond the Everfree Forest to where Rainbow Dash presumed from her old knowledge to be the Mild West.

But it wasn’t even done yet.

Rainbow looked up one final time to see a small meteor crash land right on the entrance of Ponyville. A bright light erupted from the town followed by the flames overcoming the crater.

“What the buck?”

____________________

The ground shook violently as the cross-eyed mare looked for the source of the explosion.

Her crooked, yellow eyes located a large crater just on the entrance of her home town. Flames were crowding the crater and filled the air with smoke and dust from the force of the impact.

Flying over to take a peek, Ditzy-Doo stepped over several large chunks of rock and debris as her tiny head looked over the pile of dirt and into the smoldering crater of fire. The warmth of the fire made the mailmare feel good, like the coolness of the night was forgotten and all that was left was the giant black fist rising from the ground.

GIANT FIST?!?!

Ditzy-Doo yelped and scrambled away on her back as the giant fist revealed a massive arm rising from the ashes. Suddenly, the hand smashed itself on the ground obviously trying to grab hold of something. It scratched at the dirt until it finally raised itself up.

The light grey Pegasus was frozen in fear when the massive body appeared from the ground. It fell from the sky and lived to show itself to the cowering equine. Two massive legs rose and smashed themselves to the ground just a few feet from the pony.

Ditzy-Doo eyed this creature up and down, her head shaking uncontrollably along with her body. This creature had a frightening structure; its body had sharp tips where the shoulders should be, two large poles stuck out from its back to where Ditzy’s crooked eyes followed downwards to see all its jagged body parts, as if it was some kind of sick creation created by a mad pony scientist.

Several purple lights glowed all over the body of this monster as did the frightening symbol that glowed on its chest. Its red eyes suddenly looked down to see the terrified pony.

Bruticus had seen this creature before. It was from several hundred mega-cycles ago. These were ponies, the creatures who had defeated the mighty Decepticon once before. Bruticus’ excitement grew as did the pony’s fright.

The combined Decepticon raised his head and laughed to the heavens above. As he did that, Ditzy-Doo screamed and flew away as fast as her wings could go. That horrible laughter still rang through her ears as the tears fell from her eyes and hit the dirt road.

Bruticus looked around and saw several buildings possibly made out of wood. From his time on Earth, Bruticus knew that wood could burn….easily.

“THANK PRIMUS,” Bruticus growled as his right hand sunk inwards and his flame thrower became active, “I’M GONNA HAVE SOME FUN FOR ONCE.”

He stomped his way into Ponyville.

____________________

“You do believe don’t you, Twilight?”

Twilight Sparkle nodded with a smile of pure determination present on her face. Princess Celestia smiled warmly and levitated the book of spells to her closest student. It was really time for Twilight to exceed in her studies…for this was Starswirl the Bearded’s spell book.

“Then go, Twilight, your studies are now complete. Your true destiny is coming closer than you think.” Celestia told her as Twilight opened the book and flipped through the pages.

Twilight looked up to thank her teacher when suddenly…Celestia’s eyes went dark blue. Streams of ooze fell from her eyes that hit the marble floor with a splash. Twilight backed away when Celestia’s smile turned into a sight of pure terror.

Her mentor disappeared as did the book. Twilight looked around frantically and saw that she was surrounded by darkness…not a living soul was near her. But suddenly, a deep and memorable voice came into her thoughts.

‘Fear the beast…you will fear me.’

Twilight spun around as if she felt somepony breathe down her neck. That same voice rang in her ear as it twitched in annoyance.

‘You will be my slaves…you will fall before the rise.’

“Who are you?!” Twilight screamed with her body shuddering into complete fear. She had heard that deep voice once before, but she couldn’t truly remember when.

It came back, louder this time. ‘My empire shall rise again…your bones will remain in my kingdom for all eternity.’

“What empire?” Twilight panted, “What kingdom? Show yourself!” She screamed as her horn glowed softly at the end to possibly light the darkness. Nothing was lit. Only darkness remained.

‘Fall before the King.’

____________________

Twilight bolted upright in a deep sweat. She scanned the room and saw nothing but Luna’s moonlight entering her window and cascading the room in a soft glow. Twilight looked at the edge of her bed and saw Spike sleeping soundly.

It was a dream….it was all a dream. Twilight sighed with relief and laid her head back down. The soft pillow met her head with a nice relaxing sensation. Sleep was about to take her again…

“AHHHHH!!!!”

Twilight opened her eyes and looked around her house. Nothing was amiss, nothing was broken, nothing happened. She looked at her door from downstairs and gulped. The scream came from outside.

Looking over and nudging Spike with her hoof, Twilight quickly looked around her house and still saw nothing. Why was she so jumpy tonight?

Spike yawned and looked up with tired eyes to see Twilight looking down at him with worry in her eyes. He squirmed and laid his head back down.

“Spike, get up!” Twilight whispered sharply.

The baby dragon groaned and looked up at Twilight one last time. “What is it, Twilight? I just had the best dream and you ruined it.” Spike mumbled, rubbing one of his eyes with a claw.

Twilight frowned and plainly said, “Did it have anything to do with Rarity?”

“No!” Spike spat out with a blush present. He was about to lay his head back down when Twilight whispered close to him.

“I heard a scream from outside and-!” Twilight began until she looked over near Spike’s bed and saw his little glass of water. Little waves appeared inside of it every few seconds followed by a little bit of water to escape the glass and land on the ground.

“And…?” Spike motioned her to continue. Mostly because he wanted her to finish so he could get back to sleep. But her eyes were stuck on his glass of water; they were just watching the little waves appear. He quickly grabbed the water and chugged it down.

“Was that it?” Spike asked and turned his back away from Twilight. The unicorn frowned in frustration and poked Spike in the back. Suddenly, Twilight’s house began to shake a little. The unicorn held onto her bed and watched as the books shook slightly and then go back to their normal position on the shelves.

Her heartbeat began to increase as she felt the ground rumbling very close to her house now. She jabbed Spike in the back hard this time.

“Spike, get up. Something isn’t right he-!”

She never finished before her entire roof was ripped off.

____________________

Megatron shook his head and felt a presence on top of him.

He pushed it away and realized it to be Soundwave. The Communications Officer was out cold from their landing. Speaking of the landing, Megatron looked around and saw the trail of destruction they had left.

Several trees were bent in odd angles as the dirt created a deep road from the tree lines and deep into the forest. Megatron looked down the road and saw little flames cascading the landing in a light glow. It went on for several meters with several Decepticon scattered across the ground until Megatron found him.

Omega Supreme in his shuttle form lying on the dirt with several trees and debris covering his outer hull. Megatron shook Soundwave until his visor glowed red again. Soundwave shook his head and looked down the crash site until he saw him as well.

“Omega Supreme is injured.” Soundwave inquired.

“Obviously,” Megatron growled, “Now quickly, help me awaken the others.”

Soundwave and Megatron did just that. Each of them awakened a large group of Decepticons. The others including Starscream, Thundercracker, Skywarp, Barricade, the Combaticons, the Insecticons, Ramjet, Thrust, and Dirge, were nowhere to be found.

Megatron led the group of Decepticons including Soundwave and the Stunticons to Omega’s crash site. All the while Breakdown began to whine as he always did.

“Are ya sure Omega survived a crash like that?” Dragstrip asked his master.

Megatron simply scowled and shouted, “As long as he is able to transform and get us off this planet and away from Trypticon, I care not!”

“Uhhh…lord Megatron, I don’t think that’s gonna be a problem.” Breakdown pointed at the massive Autobot beginning to transform. Omega Supreme opened up and two massive arms broke out from the center.

“POWER: OPTIMAL. DAMAGE: CRITICAL. DEFENSES: ONLINE. OMEGA ARMOR STRUCTURE: BROKEN. MEGATRON LOCATED. COMMENCE OPERATION: TOTAL OBLITERATION.”

Omega Supreme’s legs came into view as they smashed to the ground with large tremors following. The body and chest formed as the Autobot symbol glowed a dark red. The optics lit up as the massive wings appeared on the back. Omega Supreme rose above the tree lines and looked down at the tiny insects before his might.

His right hand began to spin as it unleashed a volley of proton lasers.

“Get to cover, quickly!” Megatron shouted and ducked behind the nearest rock. Soundwave got right next to him as the Stunticons dodged the deadly lasers being shot at them.

“Any other bright ideas?!” Wildrider screamed as he was blasted back from Omega’s missiles. Motormaster caught him in mid-air and landed behind a few trees. In fact, Megatron did have an idea. He looked over the rock slightly and caught Omega’s chest to be ripped open from Bruticus jumping out of him.

Megatron jumped out from behind the rock and shot one blast that struck Omega perfectly in the opening. The Autobot took one mighty step back and shook his head. Megatron chuckled and turned towards the Stunticons.

“Did you see that?! Attack Omega’s open wounds as I have!”

Motormaster led the way as he transformed. “Let’s burn some rubber!” Each Stunticon followed close behind him including the frightened Breakdown. Megatron watched in triumph as his soldiers fired away with their missiles and machine guns at Omega’s open chest.

Soundwave got back up and observed the carnage. “Megatron, scanners show that Omega Supreme’s Energon levels are depleting. His power core is slowly going offline. More heavy damage to his broken armor will prove to be most useful.”

Megatron nodded while approaching the staggering Autobot. “Excellent observation, Soundwave, carry it out.”

Omega lifted up his foot in an attempt to crush the nearest Decepticon. Dead End swerved out of the way just in time for Omega’s foot to crush the ground he was just on. The strongest Autobot of all time faced backwards and fired his missiles and proton lasers at the Stunticons driving circles around him.

“There! Shoot him in the back while he is distracted!” Megatron screamed as both he and Soundwave fired multiple shots at Omega’s open backside. Soundwave’s E.D.K. Techvolt proved to be most useful in creating a severed opening.

Megatron fired two blasts from his riot cannon at the opening causing Omega to a haunch forward in pain. Breakdown drove right underneath Omega’s legs and screamed, “Yeah! We’re hurting him!”

“OMEGA SUPREME DAMAGE SUBSTANTIAL. ACTIVATING DEFENSE TURRETS.”

The wings on Omega’s back began to change form. Soon, four turrets were located on his wings that fired several shots at the attacking Decepticons. The Stunticons swerved out of control until Dragstrip hit a stump and flipped into a group of trees.

“Dragstrip is down!” Wildrider screamed and shot away at Omega’s armor. But he was ready for them this time. Omega’s right hand began to glow as Wildrider felt himself being pulled towards the Autobot. Omega Supreme caught the Stunticon in his fist and chucked him into the forest.

Megatron huffed out a grunt and growled, “We’re losing soldiers by the second! Soundwave, we need to take down those turrets! The table is open, you got any ideas?!”

Soundwave nodded and pressed his shoulder, “Laserbeak eject. Commence operation: dive-bomb.”

The Mini-con spread his wings and screeched into the night sky. He flew upwards until his lasers met Omega’s wing turrets. The mighty Autobot slashed about trying to get the small Decepticon away from him.

“Now that Omega Supreme is distracted, we can attack the open wounds! Gut him like a Sharkticon!” Megatron yelled and fired at Omega. Soundwave did the same. Omega Supreme slashed his arms side to side in hopes of blocking the shots. The Stunticons drove around wildly trying to dodge Omega’s massive feet stomping all around.

“We’re gonna die!” Breakdown shrieked when the foot clipped his wheel forcing him to change form back. He got back up and quickly activated his assault rifle. He chuckled when he saw Omega Supreme obviously struggling, “Ya see that?! Omega has nothin’ on me! I did that all by myself!”

Megatron shook his head in ignorance.

“Yes, Breakdown, your constant whining sought us through. Now get moving before I tear you apart myself!”

____________________

“This isn’t happening, this isn’t happening, oh this is SO not happening.” Twilight quivered in fear as her entire roof was flung into the air as if it was nothing. Several leaves and branches fell onto her covers as she cowered underneath them.

A powerful light entered her room causing the mare to shut her eyes from the arrival of so much brightness. As she slowly opened them, Twilight realized that small particles began floating down into her room and landing all over the ground.

Ashes.

“What in the sweet name of Celestia above…?” Twilight muttered in utter terror and forced herself to look up. When she did just that, it caused the equine to scream and fall onto the ground clutching the baby dragon in her hooves.

Spike even opened his eyes when he felt soft particles hitting his face. He looked up to see Twilight cradling him in a tight embrace as she stared above. He even forced his eyes from the light to see what it was.

If Twilight was scared before…this was nothing like it. This wasn’t anything compared to any type of fear she had endeared tonight from her nightmares. This was horrifying memories brought back to life.

“This is just a dream….this is all just a bad dream.” Twilight muttered and pinched herself. She never took her eyes off the mighty monster looking down on her and Spike. The red eyes glowed violently through the smoke and fire.

It spoke in that same horrible voice Twilight had forced herself to forget for so many months.

“WELL, WELL, WELL….JUST THE PONY I WANTED TO SEE! TWILIGHT SPARKLE! DID YOU MISS ME? I MISSED ME…I MISSED ME A LOT!!!”

All that Twilight could manage was a weak whimper followed by Spike’s shaking.

“B-B-B-Bru-B-B-B-B-!” Twilight’s lip quivered as the head of the beast lowered itself inside her house. His red eyes narrowed as his faceplate moved up and down, mocking her.

“B-B-B-B-BRUTICUS?!?!”

Twilight and Spike screamed in unison as Bruticus backed away and swatted his hand against Twilight’s humble home. His mighty hit caused an entire portion of the wall to be shattered in seconds, allowing the combined Decepticon to get a full view.

“Spike, climb on!” Twilight yelled as Spike clutched Twilight’s back as tight as he could. The unicorn quickly trotted down the stairs with the baby dragon holding on for dear life. She looked up just in time to see Bruticus bring down his fist on what remained of her home.

“AHHHHHHH!!!!!!!!!!” Twilight and Spike screamed in unison as they were pushed by a massive pain wave away from their home. Twilight lifted herself off the ground and turned back towards her home.

It brought tears to her eyes as it did Spike’s.

Bruticus stood over the ruins of what was once their only home in Ponyville. The tree branches fell to the ground with fire following them. The rest of the house was gone while large pieces of wooden debris fell to the ground.

“This can’t be happening.” Spike muttered as his tears hit the ground.

Twilight closed her eyes and let the tears fall when realization finally hit her. The Decepticons were back. Her home was gone. All those years she spent in it, all the laughter she spent with her friends inside her very own library, all the times they saved Equestria took place in that tree, and it was all for nothing.

The unicorn’s ears perked up as she caught the sounds of screaming. She turned her head around and actually gasped in horror when she saw Ponyville….in ruins.

Flames spread across the grounds. Buildings fell to the ground while others were engulfed by fire. Ponies fled or flew around in a straight panic while others held their children close. The cries of foals, mares, and stallions alike echoed through the streets as the air was not filled with peaceful cricketing of the bugs, but filled with smoke and ashes. The dark night sky was no longer black but filled with clouds of dust and fire. It gave an eerie dark orange glow all around.

Two large tremors came from behind as Twilight and Spike turned around to witness the mighty Bruticus and his terror. He laughed to the skies above. This disgusted the unicorn. How anypony or ANYTHING for that matter can cause this much death and destruction and actually laugh about it?!

He was a Decepticon after all.

Bruticus looked down and chuckled with delight, “THOUGHT YOU COULD LIVE IN PEACE FROM NOW ON, HUH? NOOOOO....YOUR WORLD WILL NEVER KNOW PEACE FROM NOW ON!!!”

And with that threat laid out, Bruticus lifted up his right foot above the mare and dragon. Twilight’s mind was lost; all she could manage to do was hug Spike with all her love. Spike hugged her back as their eyes were shut tight, utterly preparing for Bruticus’ wrath to come.

But it never did.

____________________

“How do you stop this thing?!”

Dead End screamed as he was blasted away with several Omega missiles colliding against the ground he was just standing on. His body hit the tree trunks with massive crashes to go with that.

Megatron fired one more blast before he transformed and fired a tank missile directly in Omega Supreme’s open chest, causing the Autobot to back away in pain.

“We’re hurting him! We’re hurting him!” Breakdown yelled in victory. But it was short lived.

Omega Supreme lowered himself and hundreds of missiles came from his back. Each missile hit the ground with powerful flames and shockwaves hitting each Decepticon with the full power. Breakdown fell on his back and crawled away.

“That’s it! I thought we had this guy beat! He’s stronger than he was before!” Breakdown screamed as he picked himself up by his master.

Megatron faced the Stunticon and yelled, “He’s the strongest Autobot who ever lived, Breakdown! Did you really think defeating him a second time would be so easy?!”

Laserbeak flew down and landed in Soundwave’s compartment. The Communications Officer faced the leader of the Decepticons and quickly explained in full. “Megatron, the turrets have been eliminated. There are no more defenses protecting him. Attacking Omega Supreme’s open wounds now would finish him off.”

“I know what to do, Soundwave. Be silent or face my wrath!” Megatron yelled and fired several shots from his riot cannon on the injured Autobot titan. Soundwave and Breakdown did the same with their weapons. Omega’s chest began to spark up and leak several gallons of Energon at a fast pace.

“We need more fire power!” Breakdown screamed.

“Someone call for backup?!”

Megatron and his Decepticons looked up in the air to see three jets fly right over Omega Supreme and fire several missiles into his chest. The mighty Autobot fell to his knees as he lowered his arms, his head doing the same exact thing. The Decepticons recoiled while Megatron slowly approached the injured fool.

The three jets transformed and landed on the ground revealing Starscream, Thundercracker, and Skywarp as they approached their leader, each of them bowing.

“Excellent work, Starscream.” Megatron said and walked past the Seekers.

A slight grin of victory was plastered on Megatron’s features as Soundwave, Breakdown, Starscream and his Seekers walked with him. Motormaster, Dead End, Dragstrip, and Wildrider transformed and walked with them to the titan. Soundwave quickly explained the situation.

“Megatron, permanent damage to Omega Supreme’s chest has proven to be useful. Cripple the Autobot by driving an entire helping of Dark Energon into his open areas. Omega Supreme will fall.”

The Autobot titan raised his head. When those words entered his hearing processors, Omega knew he couldn’t be defeated again. If he was, he would never be found. He would be forgotten in this forest while Megatron continued his rampage.

It ends here.

Omega Supreme got back to his feet and lifted up his arms. Megatron and the others backed away as Omega’s right hand began to spin with a massive ball of energy being prepared.

Megatron clenched his fists and yelled, “Forget the Dark Energon! I'll have to finish this the old fashion way!” The old fashion way just consisted of Megatron jumping up and hovering above the ground.

Omega was just about to fire on the hovering Decepticon when Megatron suddenly charged forward, his fist going straight into Omega Supreme’s wounded chest. A massive explosion followed while each Decepticon blocked away the bright light.

Megatron landed near his Decepticons with his back against Omega Supreme. The Autobot’s optics began to fade as his footing was gone. Megatron stood up and lifted up his fists in total victory.

“SYSTEMS: FAILING. DAMAGES: TOTAL. BEGINNING STASIS FOR IMMEDIATE REPAIRS.”

Megatron’s laughter broke through the forest, “I have just defeated Omega Supreme for a second time! The Autobot’s most powerful weapon is gone! The universe shall hear my name and TREMBLE!!!”

But Megatron’s roars of victory….soon turned into roars of pain when Omega landed on him.

Soundwave and the Stunticons took immediate action and tried to push the massive Autobot off their leader. All the while Starscream’s laughter echoed throughout the forest. Motormaster lifted the chest of the massive Autobot as hard as he could; Soundwave spotted Megatron’s hand lying in the dirt.

“Rumble, eject!” Soundwave shouted and ejected the Mini-con. Rumble ran forward and smashed his mallets against Omega’s body. The force of the hit caused the Autobot’s lifeless form to move a few feet. It was just enough for Soundwave and Dead End to pull their wounded master out of the dirt.

Motormaster dropped Omega’s body and went by to look at his wounded master. Soundwave and the others including Starscream came over to see the damages.

Megatron’s body was dented and broken. Several scratch marks were spread everywhere while his purple lights began flickering. Energon was leaking out at a fast pace from Megatron’s wounds as Soundwave observed every dented and twisted limb. He finally came across Megatron’s face and gasped in horror. His red optics were fading as his mouth hung slightly open, Energon fell from his mouth as his helmet was dented and scraped.

Breakdown began to panic at Megatron’s wounded form. “Is he gonna make it?!”

Megatron coughed up a plentiful of Energon and spat out, “Shut it, Breakdown! Someone help me up!”

Soundwave and Motormaster acknowledge and grabbed Megatron’s arms. Soundwave slung Megatron’s arm over his shoulder so he was able to carry him. Motormaster did the same as Megatron’s head slowly lowered itself to the ground.

“He needs immediate repairs.” Motormaster grumbled and looked up at Soundwave. The Communications Officer nodded and faced Starscream.

Starscream wasn’t paying attention to Soundwave. He was looking at his wounded master the entire time. His expression both shocked and excited. His smile was growing by the second when he knew for sure….that it was time. Time to take his rightful place as leader. With Megatron wounded, it would be easy to finish him off. But first he needed to play it up.

“Decepticons,” Starscream began, “follow me! We must find the other Decepticons and fast! Then we can heal our leader!” Starscream smirked down at Megatron’s wounded form. The Decepticon leader looked up to see Starscream’s smile disappear as he faced the other way.

“This way!” Starscream motioned them all to follow and began walking away. The Stunticons followed close behind while Soundwave and Motormaster held their injured master close to them. They trailed behind the large group as the Energon fell from Megatron’s wounds.

Even though his hearing processors were broken, Megatron could still hear Starscream’s wicked laughter as they all left Omega Supreme’s destroyed and broken body in the middle of the forest.

Omega Supreme's yellow optics went dark…

...silencing the last surviving member of the colossal Guardian Robots.

Author's Note

Artwork by Shrekzilla

Ashes to Ashes

-CHAPTER V: ASHES TO ASHES-

"NO EVIL SHALL STAND IN MY WAY."

-Metroplex

INTEL: Hidden beneath the streets and amongst the buildings of Iacon lies Metroplex. One of the ancient titans of Cybertron, Metroplex is awakened by Optimus Prime to defend Cybertron as an Autobot. His size requires a vast amount of Energon, which limits the amount of time Metroplex can stay in robot mode.

____________________

Twilight opened her eyes but still felt herself breathing.

She never felt death because it never came to her. Twilight looked down to still see Spike clutching her tummy. The sound of splattering came from above.

Bruticus put his foot down and lifted up his hand, his palm tracing his head until he found the wet substance. He looked at his hand and found little traces of white frosting. Another splat caused the combined Decepticon to look down and see a pink pony standing on her back hooves with two massive cakes in each hoof.

“Pinkie Pie?” Twilight gasped when she saw her energetic friend throwing several pastries at the mighty death-bringer.

“Take this and that! I’m assaulting you with cake!” Pinkie screamed and chucked several more of her delicious delicacies at the beast. Bruticus held up his hands in an attempt to stop the substance from getting in his op-

A cake landed right in between his optics, blinding him.

“I’M BLIND! CAN’T SEE…A THING!!!” Bruticus screamed and flung his fists in all directions hopefully trying to hit something. While Bruticus began swinging his fists, Pinkie Pie galloped over and gave Twilight and Spike a massive hug, nearly cracking their spines.

“UGH! Pinkie…I…can’t…breathe!” Twilight gasped as Pinkie suddenly released her slightly blushing.

“Oh…sorry hee, hee.” Pinkie giggled. Twilight and Spike both continued to shake in fear, their eyes wide and locked on the Decepticon. Bruticus wiped his optics and looked all over the ground. This caused the unicorn to gasp and scramble to her hooves. She nearly touched noses with Pinkie as she screamed in her face.

“Pinkie Pie, Bruticus is trying to kill me! And if you’re with me then he’s certainly gonna kill you too!” As Twilight screamed that, it caused the pink mare’s eyes to water up as her body began to quiver like a shaking leaf. “Pinkie Pie, we have to find the others and get outta here!”

The pink mare nodded and faced the long burning road behind Twilight. She put on a face of pure determination and faced her friend.

“Let’s do this.” Pinkie grunted and took off down the road as fast as her hooves could carry her.

“Pinkie Pie, wait!” Twilight screamed with Spike still clutching her back as she took off after her friend. Twilight cringed when Spike’s sharp talons dug into her skin…but that didn’t matter…she had to find her friends.

“OHHHH this way!” Pinkie screamed and made a sharp left. Twilight followed the pink blur as they arrived to another portion of Ponyville.

What remained of it that is.

Twilight looked left and right and saw nothing but burning buildings and rising pillars of smoke. The fear of being burnt to death kicked in as Twilight let tears fall on the ground. She looked up and saw nothing in the sky. No stars. No moon. No sky. Nothing but clouds of ash and debris filled the dark orange skies.

“Everypony, run! It’s coming this way!”

Twilight came back to the real world and looked left to see Bruticus crush an entire house with his gigantic foot. His head was following her…never loosing eye contact. Twilight screamed and galloped even faster while Spike struggled to hold on.

Bruticus growled in frustration as he stomped after the tiny unicorn. Several ponies flew or ran away as this giant beast crushed anything in his path of destruction. His feet crushed wooden stands, houses, and even Princess Celestia’s statue.

“STOP RUNNING!” Bruticus yelled and used his flame thrower all over the ground. He heard the screams of several ponies…but not the one he was looking for and SO wanted revenge on. His optics scanned the crowd of ponies fleeing for their lives.

“SCRAP! I LOST SIGHT OF THE PURPLE ONE!”

____________________

Rarity slept humbly on her soft mattress. Her blankets gave her a warm feeling as she dreamt about Canterlot and all its magnificent glory. She wore an eye shade that was designed with jewels along with a night gown to cover her tired body.

It felt glorious.

She was in such a deep sleep that she didn’t even hear her door open loudly and the clopping of hooves running up her stairs and into her room.

“RARITY, WAKE UP!!!” Twilight shouted and looked out her window. The dark orange glow filled the entire room as Twilight pushed back the curtains.

Rarity didn’t wake up. Pinkie Pie jumped on her bed and lifted her shoulders up. “WAKE UP, DARNIT!” Pinkie then repeatedly slapped Rarity across the face several times. Twilight and Spike both gasped to see Pinkie acting this way.

Then again, if the apocalypse was going on outside, strange things do happen to some ponies.

Rarity STILL didn’t wake up with the red marks across her cheeks. Pinkie threw her head down on the pillow and jumped off the bed. Twilight rubbed her chin and suddenly got an idea.

She levitated a blue gem from her working table and dropped it on the ground. Rarity shot up from her bed and screamed, “Who dares to touch my precious gems!?”

Rarity took off her shade as her eyes adjusted to the bright orange glow that filled her room. She saw both Pinkie and Twilight with Spike on Twilight’s back. They were both covered in ash and dirt.

“NO! What are you doing in my room at this late of hour? And WHY are you so filthy?!” Rarity screamed with her eyes red with anger. “You’re ruining the carpet!”

Twilight stepped forward, her eyes filled with fear. “Rarity, we have to get outta here! We’re going to find the rest of the girls but we need you!”

Rarity stuck her hoof in the air and screamed, “What could you possibly need me for in the middle of the night?!”

Both mares along with Spike pointed at the window.

The white unicorn scoffed and tumbled out of her bed. She approached the window with her gown rubbing against the floor. When she arrived to the window, she screamed loud enough to pierce each pony’s eardrums. For what lay before her…was pure horridness.

Her home was burning. Ponyville lay in ruins while a massive creature stomped through the middle of it, swatting its hands and spreading more fire to the wooden houses. Several screams came from outside that caused the mare to back away with tears staining her face.

“I-I-Is that a-a-a D-D-D-D-De-De-!” Rarity stuttered while Twilight stepped in.

“A Decepticon.”

Rarity fainted on the floor while Twilight just groaned. Pinkie giggled until it turned into grunts when Twilight levitated the unconscious unicorn on Pinkie’s back.

“We have to get outta here.” Twilight muttered and turned towards the door. It was wide open and a tired filly stepped inside with a cat by her side.

Sweetie Belle looked around the room and saw her sister being carried by Pinkie Pie. She saw Twilight with Spike on her back. And she saw the raging fires coming from the window. Opal hissed when Twilight approached the little unicorn.

“Let me guess,” Sweetie Belle groaned looking at her fainted sister, “Rarity saw the fire outside and passed out.”

“Yep.” Pinkie smiled with glee.

Twilight approached the filly and said, “Follow us, Sweetie Belle; we got to get to safety.”

“Why, what’s goin’ on?” Sweetie asked as Twilight and Pinkie trotted right past her with Rarity’s tail dragging on the ground.

Twilight faced the filly again and sighed, “I know this might be a little hard for you but….the Decepticons are back.”

Sweetie just stood there with a blank expression while Opal just glared at the violet unicorn. She just shrugged and followed Twilight and Pinkie down the stairs. The filly looked up with tired eyes and asked, “So where we goin’?”

Twilight sighed again with her hoof pressed against the door.

“We have to find Rainbow Dash.”

____________________

Twilight Sparkle led the way while Pinkie trailed behind her. Spike carried Opal who kept scratching him as he ran down the dirt road with Sweetie Belle close to him. Rarity was still passed out on Pinkie’s back who was obviously struggling.

Pinkie wiped a beat of sweat from her head and stopped. She panted, “Can we….stop…and rest a while?”

Twilight turned towards Pinkie with a look of fear still present. She saw Spike with Opal scratching him and Sweetie Belle right next to the baby dragon, her tiny chest rising and falling at a fast pace. Maybe it was a good idea to rest.

“Ummm….over here, everypony!” Twilight shouted and galloped at the front of a house that wasn’t burnt down. The others followed and hid close to the house. Pinkie collapsed to the ground in a pool of sweat. Rarity fell off her back as she lay unconscious on the ground. Spike set down Opal and rubbed his sore spots. Sweetie Belle sat on her rump and quivered when the ashes hit her back.

Twilight took this time to really see the wreckage.

The ashes were still falling at a slow pace while fire and smoke kept rising into the orange colored clouds above. The screams of several ponies still reached her ears as Twilight shuddered in fear. There were many times she felt like this. Kind of like the times she was on Cybertron or when the Autobots first came to Equestria. The feeling of fear.

A moment of silence fell when Spike was the one to break it.

“What are we gonna do, Twilight?” Spike asked with his voice shaking.

Twilight looked around and sighed deeply before answering. “We have to find Rainbow Dash and then we need to-”

“LOOK OUT BELOW!!!”

Twilight and the others backed away when a blue cloud of dust hit the ground right in front of them. After it cleared, Twilight and Pinkie looked forward to see their old friend Rainbow Dash. Her feathers were out of place as her mane was REALLY messed up. Her tail was singed at the tips with trails of smoke rising from it. Her face was covered in soot but that didn’t stop a smile from spreading on her face.

“Dashie!” Pinkie screamed and hugged her Pegasus friend. Twilight did the same as did Spike. When Rainbow broke the hug her smile quickly faded and a frown was present.

“Twilight,” Rainbow said a little too loud, “I know where Applejack is! I just told her to get Fluttershy so we could all find you!”

Twilight’s smile faded as she asked, “Then where’s Applejack and Fluttershy?”

“They’re near Town Hall!” Rainbow shouted. Suddenly, a deep laughter was heard passing through the air as each mare including the baby dragon to flinch in surprise.

“KEEP YELLIN’!!! COME OUT COME OUT WHEREVER YOU ARE! I DON’T WANNA HURT YA…MUCH! HAHAHAHAHAHA!!!!”

A massive explosion followed with several screams of ponies from all directions. Loud footsteps were getting nearer as Twilight leaned in close to Rainbow Dash.

“Rainbow, we all have to be quiet. Bruticus is out there just itching to squash us. Go back to Applejack and Fluttershy, we’ll catch up.” Twilight whispered. Rainbow nodded but suddenly turned her head back and gently nudged something on her back.

Twilight, Pinkie, Spike, and Sweetie all looked back to see a terrified Scootaloo lying on Rainbow Dash’s back. Her eyes were darting back and forth as she shook like a leaf on Rainbow’s back. Sweetie Belle gasped and moved closer.

“Scootaloo….are you okay?” Sweetie Belle as her eyes began to burn, tears threatening to form.

The fearful little Pegasus said nothing and simply whimpered as Rainbow Dash nuzzled the top of her head. Rainbow turned back to Twilight, the unicorn caught something falling down Dash’s cheek and hitting the ground.

“I…I gotta take Scoots back to her home.” Rainbow said with her voice shaking. Twilight nodded and watched as Rainbow patted Scootaloo on the head. “Alright, kid, let’s go find your parents.”

With that, Rainbow Dash spread her wings and took to the skies with Scootaloo clinging to her neck. Twilight watched her closest friend sailed through the smoky skies until she was gone. The sounds of stomping followed by more screaming caught the unicorn’s attention.

“Come on, everypony, we gotta get to Town Hall.”

____________________

Applejack had convinced the frightened Pegasus to actually come out of her home to get to Ponyville as fast as possible. But Fluttershy, being how she is, caught the signs of fire and screaming coming from the town and refused. So Applejack literally had to drag her ALL the way to Town Hall where Rainbow Dash told them to stay.

“Ya wanna be brave, don’t ya, Fluttershy?!” Applejack yelled and spit Fluttershy’s tail out of her mouth when they had reached Town Hall. The ashes hit Applejack’s hat as she flicked them off. Fluttershy had both her hooves covered over her eyes and her body quivered every time she heard another explosion.

“I wanna be brave in my closet at home!” Fluttershy wailed as tears began to fall from her eyes. Just being in this total war-zone was terrifying for the Pegasus.

Applejack sighed and pulled Fluttershy closer to her as she held her tight. She whispered calming words into her ears that calmed down the butter Pegasus only slightly.

“What’s happening, Applejack?” Fluttershy asked as a tear rolled down her cheek.

Applejack looked at the ground and muttered, “Ah don’t know….but Rainbow wanted us ta come here. Apparently, Twilight an' the others are gonna meet us here.”

As if on cue, a loud scream was heard coming from down the road. The mares brought their attention to the road to see Twilight, Pinkie (carrying Rarity), Spike (carrying Opal), and Sweetie Belle all screaming and heading right for them.

Applejack faced the road. Her eyes went wide as her breathing began to increase. She took a step back. She took another.

“No…please no this can’t be true!” Applejack screamed as Bruticus stepped over several buildings while chasing Twilight and the others. How this was possible certainly didn’t make any sense. She and her friends watched with their own eyes that ALL the Decepticons left Equestria forever.

How the hay was Bruticus in Ponyville?!

“Applejack, run!”

The farm mare brought her attention off the lumbering Decepticon and onto her friends. They were really close now. It was as if she was going to tackle-

Twilight tackled Applejack to the ground as both mares tumbled a few feet before resting on one another. Pinkie collapsed again as Fluttershy backed when Spike and Sweetie Belle came running forward, both of them panting profusely. Rarity’s unconscious body fell on the dirt as Opal kept hissing and slashing at Spike.

Applejack looked up to see Twilight get off of her and help her up. The two mares looked at each other until a loud roar of frustration was heard. They all looked to see Bruticus slash about, the Pegasi of Ponyville were obscuring his vision.

This brought that same feeling of fear inside each of them.

Applejack faced Twilight and screamed, “Twi, what the hay is going on here?!”

Twilight turned towards Applejack and sobbed quietly. Her sobbing turned into full blown crying as she placed her hooves on Applejack’s shoulders.

She sniffled and choked out, “There back! The Decepticons are back!”

“YOU ARE CORRECT, MY LITTLE PONY!”

Twilight, Applejack, Pinkie, Fluttershy, Spike, and Sweetie Belle all turned to see Bruticus swat the last Pegasi to the ground before walking towards them. The ground rumbled with an intense fear that each pony including Spike could feel.

In Bruticus’ right hand was a long tower with a bell on it. Fluttershy gasped and managed to squeak out in fear.

“Th-That’s Ponyville T-Tower.” Fluttershy shook in horror as Bruticus reared his right hand back and chucked the massive tower into Town Hall. A massive explosion followed with the collapse of Town Hall into nothing but boards and dust.

Applejack picked her hat off the ground; the tears had already been falling along with the hundreds of ashes. “Oh mah stars, Town Hall is gone!”

“Celestia help us.” Twilight cried and watched the remainder of Town Hall fall to the ground in a blazing fire. Her eyes were burning, everypony’s was. From the intense flames to the horror of war together it caused each of them to cry out loud. Their cries joined along the hundreds of others as Ponyville burned to the ground.

“This can’t be happening!” Fluttershy cried with her hooves drenched in tears.

But it WAS happening. The Decepticons were back. And the strongest one of all just destroyed their home town of Ponyville. The burning in the skies along with falling ashes meant nothing to the equines. They just wanted to have some peace for once.

Now they finally knew….that they could never have peace. The Decepticons will never leave their planet alone. And now it was all over.

Two large explosions caused each pony and dragon to look up and see the horrible Bruticus. His armor was literally burning with fire raging off of him. His red optics scowled down at the little specs of dust in his path of death and destruction.

“YOU DON’T EVEN KNOW HOW LONG I’VE WAITED TO DO THIS!” Bruticus yelled and lifted up his foot. Small pieces of dirt and debris fell on the ponies and the dragon as his foot was lifted above them.

“I’M GONNA LOVE THE SOUND OF YOU CRUNCHING UNDER MY FEET!”

“You’ll be sorry, punk!”

Bruticus put his foot down and turned around…only to be pelted right between the optics by that familiar blue blur.

The combined Decepticon took a step back and shook his head, as if trying to locate where the Pegasus had gone. Instead he received even more hits along his chest and back.

Rainbow Dash zoomed around and around the Decepticon attacking her home. No one does that without a fight! So she pelted and bucked Bruticus all over his body just like last time. But something else happened…Bruticus had expected this attack.

He reached forward and grabbed Rainbow straight in the air. Everypony gasped as did Rainbow. Her lungs were failing as Bruticus squeezed with absolutely no strength whatsoever. He could crush this thing with a little snap of his fingers.

Instead, he wanted to have some fun.

He chucked the blue pony to the ground as she tumbled into a large fire pit. Rainbow screamed and fell on the other side. Her wings was singed and burnt, disabling her ability to fly.

“Rainbow Dash!” The mares screamed as Bruticus slowly approached the little equine lying before him. Her back pressed against the ground as she slowly lifted up her head to see those horrible red eyes slowly make his way towards her.

In panic, Rainbow began to crawl away but never taking her eyes off the monster threatening to simply step on her and get it over with. So why didn’t he?

Fear began to kick in as Dash crawled away her hardest, but it just wasn’t enough. She stopped moving and looked up to see Bruticus staring down at her, his fist clenching and utterly threatening to smash her.

“YOU CAN’T GET AWAY NOW! NOTHING CAN SAVE YOU THIS TIME, PONY! YOU MAY HAVE GOTTEN A FEW LUCKY HITS ON ME LAST TIME, BUT YOU’LL NEVER GET TO HIT AGAIN WHEN I’M DONE WITH YOU!!!”

Bruticus lifted his fist in the glowing orange skies and brought it down on the tiny winged pony. Rainbow shut her eyes and heard her friends scream.

Her ear twitched…..it twitched again….

She opened her eyes to see Bruticus with his fist only inches away from her face. He brought it back and looked around. Her ear twitched. Rainbow looked all around as did Bruticus. Both of them had heard something….and it was coming closer.

“WHAT IN THE NAME OF-?”

“RAAAAAAWWWWWWWRRRRRRRRRRR!!!!!!!!!!!!!!!!”

Rainbow Dash spun her head around to see an entire cottage explode and a massive, glowing red, metal covered, steam-breathing, stubby-armed, long-tailed, monster run right towards her! No…it wasn’t running towards her…it was running straight for-

“SCRAP!” Bruticus screamed when the beast rammed his gut causing the Decepticon to back away, his hands clutching his abdomen in pain.

Rainbow Dash breathed in the dirt and ash. Her lungs were filled with it causing her to cough it out. But that didn’t matter to her. Her attention and her eyes were locked on the strange creature standing directly above her. The massive legs stood at her sides while the tail swished back and forth over her head.

The sky blue Pegasus gasped when it took a few steps forward….revealing the glowing red Autobot symbol on its head.

“G-Grimlock?”

The Dinobot leader stomped at the ground. His tiny arms were raised as his head glared at the humongous Decepticon a few feet away from him. His growl spread across the entire area as Bruticus finally realized who it was.

Bruticus chuckled evilly and cracked his knuckles, never taking his optics off the Autobot monster. Grimlock did the same as steam built up in his mouth, the long streams escaping through his razor sharp teeth.

“LET’S TUSSLE, YOU STUPID DINOBOT.” Bruticus growled and clenched his fists. Grimlock got lower while his optics burned with hunger.

Meanwhile, the equines including Spike were dumbstruck. How in Equestria did they all get here?! They knew for certain that they all left and swore never to return so that peace could remain in Equestria. Something happened….that they had to find out.

Before any of them could react, Grimlock charged.

Bruticus expected this and brought both his hands forward, catching Grimlock’s jaws before they could come down on his neck. He forced the Dinobot’s jaws open and looked inside of his mouth. Grimlock breathed fire all over Bruticus’ face as it got close, causing the combiner to jerk his head back and deliver and uppercut to the robotic dinosaur.

While Bruticus’ face was burning, Grimlock reared down and rammed his head directly into Bruticus’ abdomen. The combiner took a step back and brought up his knee, colliding perfectly to Grimlock’s chin.

Grimlock roared in pain as Bruticus brought his fist down right on his head. Grimlock fell on his chest and groggily looked up to see the Decepticon smash his foot against his dino head.

The Dinobot growled in anger and swiped his tail across the dirt. Bruticus’ legs collapsed as his entire body fell with a massive tremor spreading through the burning town. Bruticus looked up; his optics grew wide when Grimlock brought his jaws straight down on his head.

Bruticus screamed in anger and punched the Dinobot in the face repeatedly in hopes of getting it off of him. Grimlock refused to let go and bit down even harder. He then lifted up the combiner and literally dragged him across the dirt until he flung him to the ground.

Bruticus forced himself to get back up. He looked behind him and nearly caught the Dinobot from lunging at him. The Decepticon colossus luckily caught Grimlock’s jaws before he could bring them down. He learned from his mistake and punched the Dinobot in the face.

Grimlock growled and shook his head. Bruticus brought his hand down and forcefully held Grimlock’s head in place. The Dinobot slashed about until Bruticus’ grip was broken….thus allowing Grimlock to bite down on Bruticus’ right arm.

Bruticus screamed in pain when the mighty Dinobot reared back and ripped his entire arm off. Grimlock flung the severed body part into the nearest building. The cottage fell apart in flames as Blast Off landed inside.

Now the combiner was in trouble. He lost his right arm and a pissed off dinosaur was attacking his wounded form. Just when things couldn’t possibly get any worse…

Well what do you know.

Several explosions caught the equines’ attention as they all turned to face the edge of a large group of cottages. The cottages exploded as two larger Autobots ran forward and transformed in mid-air. From the ponies’ old knowledge, the first one was Slug as he reared his head down with the spikes ramming into Bruticus’ leg. The second was no doubt the flyer of the team. Swoop flew down and screeched in the air as he shot several lasers on Bruticus’ back.

The Dinobots were back.

As Slug rammed into Bruticus’ left leg, the Decepticon bellowed in anger and pain as his entire leg flew off and tumbled on the ground several meters away. Brawl transformed and lay on the ground unconscious.

Bruticus’ fell to the ground, his leg and arm gone as Grimlock breathed fire all over his chest and head. The great Decepticon felt something he never felt before: fear. Fear of death as a new sound entered his hearing processors.

Twilight Sparkle’s eyes grew wide. A tear slipped down her cheek as she saw him. But not a tear of sadness…a tear of joy.

Optimus Prime led the way as several other Autobots drove behind him. Fluttershy saw the yellow box on wheels and smiled. Applejack’s smile grew back when she saw the red vehicle drive right past her. Pinkie gasped with tears in her eyes when she saw the white dragster rev straight towards the Decepticon. Rarity was unconscious and Rainbow Dash got back to her friends, her smile was not present….she just wore an expressionless face.

Optimus transformed and fired several shots from his path blaster at the colossus. Ironhide, Jazz, Cliffjumper, Warpath, Bumblebee, Hound, Jetfire, Silverbolt, Air Raid, Fireflight, Skydive, Slingshot, Wheeljack, Ratchet, Perceptor, Blaster, and Sideswipe transformed as well and demolished what remained of the injured Decepticon.

Several explosions spread across the combiner’s body as Optimus finished it. Grimlock let down his tail and watched as Optimus Prime ran forward and climbed up. Optimus ran on top of Grimlock’s back and jumped off his head; he landed on Bruticus’ neck and shot him directly in the optics.

“NOOOOO!!!!” Bruticus screamed as the rest of his body fell apart. Onslaught was the first to go as he landed right on his head. Vortex landed with a hard thud before laying the ground, not moving a circuit. Swindle fell back and tried to crawl away, only to be stopped by Warpath as the Autobot pointed his weapon directly in Swindle’s visor.

Optimus landed on his feet and looked back. Grimlock transformed back into robot form as did Slug and Swoop. The Autobots walked forward with Optimus while Warpath and Ironhide pushed Swindle in front of them.

“Prime, we got a live one!” Warpath yelled and kicked Swindle in the back.

“As have I.”

Optimus bent down and gripped Onslaught’s neck. The Combaticon clawed at Optimus’ powerful grasp on him, but it was hopeless as Prime narrowed his optics directly in Onslaught’s visor.

Optimus heard the Combaticon leader speak.

“Kill me…do it.” Onslaught growled and clawed Optimus Prime’s hand. Optimus blinked and thought about it. He had the life of another in his grip; he could easily snap his neck with his mighty strength….but he was taught better.

Optimus shook his head and tossed Onslaught on the ground. The Combaticon looked back to see Optimus put his path blaster away.

“Get out of my sight.” Optimus Prime growled. Onslaught looked around and saw Swindle struggling against Warpath’s grasp on him. He looked left and saw Vortex barely getting up. He then felt himself being lifted up.

Brawl helped up his commander as Onslaught brushed himself off. The Combaticon leader looked past Optimus and saw Blast Off getting out of the fire slightly limping.

“Combaticons, retreat!” Onslaught yelled before transforming and leaving what remained of Ponyville. Brawl did the same as did Vortex. The tank left the smoldering ashes of the once life-filled town as the helicopter flew past the smoke and debris. Blast Off struggled to change form as he flew away from the town and into the nearest forest. Warpath pushed Swindle away, the Combaticon growled as he changed form and drove away.

The Decepticons were gone….leaving only the Autobots in the war-torn town.

Optimus looked around and saw everything. Like REALLY saw everything. He never felt so guilty before in his life. Several hundred ashes were raining from the burning orange skies, the ashes were formed when the smoke and fire rose into the air, polluting it and giving no life to this beautiful town.

This was the art of the apocalypse….crafted by Unicron himself.

“Optimus,” Jazz poked Prime’s shoulder, “look….it’s them.”

Optimus turned around. There he saw them….his old friends. Twilight Sparkle, Rainbow Dash, Fluttershy, Applejack, Pinkie Pie, Spike, Sweetie Belle, and Rarity…who was passed out. They were staring at them…all with massive eyes filled with tears.

It had been several months….possibly longer in this world ever since Optimus Prime had seen their beautiful faces or bright smiles, well they weren’t smiling. It felt good. To know that Optimus had missed each of them dearly and now he was finally reunited.

But it also felt bad. He had sworn never to return to this peaceful land and now look at it. Ponyville was gone because of THEM. None of this wouldn’t have happened if they didn’t just stop Megatron from stealing Omega Supreme in the first place. And he could see from the tears and frightened expressions from the ponies including Spike that this was not a happy welcome.

Twilight stood back up and watched the towering aliens all come together. Grimlock crossed his arms and stood by the leader’s right side. Bumblebee let his arms fall down as he stood on Prime’s left side. And the Autobot leader lowered his arms and looked down at her.

A loud cough was followed by a whiny sound.

“Ohhhh nooo…my night gown is ruined from all this dirt!” Rarity cried and looked around, “What did I miss?” Her blue eyes fell on the massive giants surrounding them while ashes fell and smoke rose. “Obviously I missed a lot.”

Twilight smiled and turned back towards the Autobot leader. He nodded and Twilight swore she could see him smile under that faceplate. After several months…Twilight had almost forgotten his powerful and stern voice.

“It is glorious to see you all again.”

“Optimus…Prime…” Twilight muttered in astonishment.

____________________

“Starscream, where are we going?!” Megatron screamed as Soundwave and Motormaster lifted him over a rock in their path.

“Somewhere to heal you, Megatron.” Starscream snickered from the front of the large group of Decepticons. Megatron didn’t like the way Starscream had said that, but he didn’t really care about that, he needed to be repaired immediately.

It had been a successful journey. Starscream had located the missing Decepticons perfectly. Sharpshot, Hardshell, Kickback, Ramjet, Thrust, Dirge, Thundercracker, Skywarp, Barricade, and the Combaticons were found with the only the Combaticons to be injured.

Onslaught walked next to Megatron as the Decepticon leader forced his head to look over. “Onslaught, what has happened to you and your team?”

Onslaught turned towards his master and answered, “You remember that place called Ponyville?” Megatron nodded. “We burnt it to the ground.”

Megatron chuckled before coughing up more Energon. Vortex took notice of this and shouted to Starscream in the front of the pack, “Hey Starscream, where is this place anyway?”

Starscream answered without even turning back. “Somewhere truly special for our leader.”

They walked for several more minutes before they had finally arrived. Megatron could’ve sworn he heard Starscream muttering words of delight as they had reached a large open area with a cliff at the end of their journey.

“What is this abomination?!” Megatron screamed and pushed Soundwave and Motormaster off of him. He shoved Starscream away as he looked down the large cliff. Several sharp rocks were at the bottom as there was also a tiny river going straight down it.

“Why have you taken us here, Starscream? I don’t see any possible way you can heal me here!” Megatron screamed as he clutched his chest in pain. A quick cocking of a weapon was heard as were there several gasps from the Decepticons.

Megatron turned around. His optics grew wide as did his mouth when he saw Starscream’s nucleon charge rifle pointed right at his chest. Starscream wore the biggest grin ever.

“I see a quick way we can permanently heal you, Megatron!” Starscream shouted and bumped the end of the rifle at Megatron’s chest, pushing the leader at the edge of the deep cliff. The Decepticons didn’t do a thing…none of them moved a circuit and simply stared at this event transpiring.

Megatron frowned and shouted right in Starscream’s face, he didn’t even care about the pain soaring throughout his body. “Starscream, put that weapon down this instant and I might let you live!”

Starscream shook his head and nudged the rifle closer to Megatron’s chest, threatening to shoot at any second. “I’ve had it with your scrap, Megatron! No one treats Starscream like common filth on your foot!”

Megatron began to get worried when he saw that look in Starscream’s optics. He wasn’t afraid. He was serious about this. He was serious about shooting him and ending his life right now. Megatron felt….afraid.

Starscream chuckled and moved closer; Megatron’s feet were at the edge of the cliff at the moment the Sky Commander spoke with obvious sarcasm, “Oh how it truly pains me to do this, oh mighty Megatron.”

Megatron lifted up his hand and screamed, “Wait! NO! I still function!”

“Wanna bet?!”

A loud bang echoed through the chill night air. Each Decepticon took a step back. Starscream’s right arm jerked back from the force of the rifle. Megatron’s optics grew wide when his entire chest along with his back exploded in a bright fury. The bullet went straight through his chest with a plentiful of Energon blasting out of Megatron’s back.

His balance was gone. Megatron fell back into the cliff.

“STAAAARRRSCReeeeaaaammmmm!!!!” Megatron screamed as he landed with a loud crash.

Starscream smiled with pure victory. He put his charge rifle away and wiped his hands before turning back to his fellow Decepticons. Their optics were wide with horror at what had just happened. Megatron was gone….for good.

“Well,” Starscream began, “as Megatron has just….fallen.” He chuckled at that and placed a hand on his chest, “I, Starscream, am your leader now!”

He walked closer to the Decepticons, his smile never broken as he continued, “You will all obey me! And anyone who defies me OR tries to do anything drastic…” Starscream looked over to Soundwave completely remembering what he had done. Soundwave remembered clearly. It was he who resurrected Megatron back on Cybertron.

Starscream finished by swatting his hands, “Will die!”

No one spoke out. Starscream smiled and faced the cliff again. For one last time, he turned away. “Decepticons, follow me!”

And with that, Starscream transformed and took off into the night sky. They all stood there for a while before transforming themselves and leaving the Everfree Forest. Soundwave stood alone. His visor stared completely blank at the cliff. He could still see the liquid Energon of his fallen master drip at the edge of it.

After what felt like an eternity, Soundwave left his loyalty behind and followed the rest of the Decepticons. Megatron would want him to do that.

It was a sad day for the Decepticons.

____________________

Megatron breathed in and out several times.

His body ached. His optics cracked. His death was imminent. Nothing could save him or even help him for that matter. All he could hear was Starscream’s wicked laughter over and over again. If he ever got out of this…the first thing he would do was kill Starscream.

He regretted never doing it in the first place.

Megatron had seen Starscream always wanting power and glory. His hunger was strong, but Megatron was stronger. That’s why Starscream waited so long. It was so clear now. Starscream was waiting for the perfect moment to finish off Megatron when he didn’t see it coming…and he definitely didn’t see it.

Starscream had always tried to take command when the opportunity was close. Back on Cybertron…those memories returned.

‘I am the leader of the Decepticons from here on out!’

‘I, Starscream, am your leader now!’

‘Who are you to defy me?!’

‘No one addresses the leader of the Decepticons in such a manner!’

‘The reign of Starscream has begun!’

Megatron coughed up more Energon. His optics were fuzzy and going dark. All he saw was the bright moon in the sky followed by several blinking stars. He never wanted to die this way….his destiny would NOT end here!

As Megatron felt his life slipping away, he heard a soft hiss and barely moved his head to see several beady blue dots coming for him. He felt them climbing on top of him, but he didn’t care right now. The last thing the once-leader of the Decepticons saw….were those blue eyes and dark faces surrounding his vision.

Then all was black.

Author's Note

Artwork by Shrekzilla

A Plague of Changelings

-CHAPTER VI: A PLAGUE OF CHANGELINGS-

"Lesser creatures are the playthings of my will!"

-Megatron

INTEL: Spending countless cycles in the gladiatorial pits of Kaon taught Megatron that only the strong survive. Megatron secretly assembled an army of Decepticons in order to launch an attack for control of the planet Cybertron. Having used Dark Energon to power his troops, Megatron now looks to defeat the Autobots once and for all.

____________________

-IDENTITY: CONFIRMED-

ALL HAIL MEGATRON

“How does it feel, oh mighty Megatron?” Starscream snickered above my wounded form. I would so like to slash his neck right off but considering that I couldn’t even move my limbs, it would be useless.

Starscream’s wicked laughter came back even louder as he screamed right in my face. “I AM YOUR MASTER NOW!!!”

“I am no one’s slave!” I screamed and forced my aching arm up. Nothing came out of my cannon. Starscream seemed to take a liking to that and continued to gloat.

“This world will fall before me,” Starscream held his hand in the air triumphantly, “I will finish what you started…and I WILL succeed!”

“STARSCREEEEEEEAAAAMMMM!!!!”

Something else happened; Starscream’s body began to fizzle as his red optics suddenly turned bright blue. I had no idea what was going on….but I knew I would find out soon enough and get out of this never ending limbo.

I could suddenly hear a new voice.

“Undesirable….”

“This creature looks very powerful, my queen.”

“It will prove to be most….helpful to our cause.”

“We shall hope, my children…”

“Hungry….hungry…”

“I know you’re hungry, but you just have to wait a little bit longer, my sweet.”

“Wait! It’s waking up…”

“Excellent…back away, children.”

____________________

END TRANSMISSION

-IDENTITY: UNKNOWN-

Megatron’s optics lit back to life.

They scanned the dark area he was in, nothing seemed amiss. Megatron probably thought he was in his same exact position as last time. But this was obviously different. He wasn’t lying down; oddly, he was standing straight up with his arms strapped to something. He couldn’t be at the bottom of the cliff….

“Where….am I?” Megatron muttered looking at his hands in a daze. The massive black fists filled his vision when suddenly the sound of flapping came soon. He brought his fists down when he spotted the beady green eyes staring at him from a far distance. Not only that but he finally caught view of where he truly was.

He was surrounded by dirt and rock. Only darkness met him in this massive room. Except for the fact that there were a few torches lighting up the walls, Megatron looked around and caught view of the several hundred blue eyes scattered across the ceiling.

They were moving.

Not only were they just blue eyes, but they had bodies and wings too. Most of them held on to the dirt ceiling while others simply flew above or hissed in hunger at each other. Several sounds of buzzing came from all directions as Megatron caught long pieces of roots and vines hanging from the ceiling.

Megatron brought his attention off of the ceiling and at the green eyes watching him without blinking. The once leader of the Decepticons tried to move but couldn’t, the vines around his arms were too tight. Why couldn’t he break these?!

Megatron gave up on the vines and glared at the green eyes still staring at him. The gladiator of Kaon pointed a deadly finger at whoever dared to play these games with him.

“Where is Starscream?!” Megatron shouted and struggled against his restraints.

A quiet hiss and a soft chuckle was his only answer.

“You will have your revenge, Megatron, but first allow me to introduce myself.”

Suddenly, the torches allowed Megatron to see what truly was hiding in the shadows. It was female…oddly, Megatron could never truly tell the difference of male of female of different organisms. It would be easy to tell on Cybertron when Megatron would be ripping the throat out of female Autobot, but this was different….and it brought back memories.

Memories of his past time on the planet of….

“No…” Megatron muttered and struggled against his restraints even more, “no, no, NO, NO, NOOOOOOO!!!!” The memories of Equestria…the pony land he hated so much. He was back where he started…and with this strange type of pony.

When the strange creature got closer, Megatron took this time to observe it. It was completely black with a long blue mane that looked as if it was made of some kind of sticky, slimy substance. The tail was the same and its wings looked almost transparent with little holes in them. Not only were there holes in the wings, but the holes covered her legs, mane, and tail as well. On her head was a long, jagged horn that looked as if it would break off considering the amount of holes it contained. Her eyes gave off an eerie light green glow as her fangs dripped what appeared to be saliva.

She stopped but a few feet from Megatron and lifted up a hoof on her chest.

“My name is Queen Chrysalis.”

Megatron frowned and growled, “I am Megatron, the honor is all yours. Now release me and I might let you live!” She didn’t even look threatened from the sudden death threat; she just chuckled and put her hoof down.

“I’m afraid I can’t do that, Megatron, for if I do my entire species will die. We need your help after all…that is the main reason why I saved you.” The Queen hissed as her smile slowly grew.

Megatron lowered his arms while the vines simply held them. He narrowed his optics and asked, “You need my help? With what?!” Chrysalis smiled with her fangs clearly showing.

“All in good time, Megatron. But first...” Queen Chrysalis suddenly looked up and shouted, “Guards! Release our guest from his binds!”

All of a sudden, several little creatures obscured Megatron’s vision and began nipping at the vines, all the while crawling over his entire body. Megatron yelled in disgust and repeatedly struggled against the vermin touching him.

“Don’t you dare touch me you worthless insects!!!” Megatron screamed and flailed his arms about. It was all over when the vines broke free allowing Megatron to swat away the buzzing annoyances in his path. He stomped his way forward and looked down at the one called ‘Queen Chrysalis’.

The Queen hissed and growled, “I don’t really appreciate you calling my children ‘worthless insects’.” She said as she rubbed the head of the nearest creature.

Megatron’s optics were bright with fury as he yelled, “You dare tell me how to speak, vermin?!”

Chrysalis didn’t even flinch from Megatron’s anger. Only her smile grew, not her fear. “Need I remind you who saved your life after you had been shot? Need I remind you who brought you several miles into the Badlands and rebuilt you when we had no idea how your body works?”

Megatron grunted and rubbed his wrist. “While I am grateful you saved my life, I cannot and will not help you. Now get out of my way!” Megatron made his way past the Queen. But strangely, he found himself stopping. He looked around and saw no exit…only dirt walls.

The laughter of the Queen caught Megatron’s attention. Soon, all the creatures above were laughing in a high pitched squeal. This made Megatron angry; he whipped out his cannon and pointed it menacingly at the Queen. She stopped laughing and only a smirk was visible as several of the strange creatures got in front of her in a defensive position.

“Tell me where the exits are now!” Megatron bellowed as the dirt wall shook a little causing the creatures to fall and catch themselves in mid-air. “Don’t make me have to use this.” Megatron growled as the end of the cannon glowed.

Again, Chrysalis didn’t look threatened; she just sighed and waved away the creatures. They backed off as the Queen approached Megatron with the cannon pointed directly at her. She stopped a good distance and held her hoof in the air.

“Only I know where the exits are, Megatron! And if you kill me, you will never find your way out of here!” She suddenly spread her hoof around the entire room as several of the creatures screeched, “I welcome you….to the Changeling Empire!”

Megatron looked around with his smile gone. He saw several of the creatures that he now knew were called….Changelings. They eyed him with several licking of lips and hisses. Megatron scowled in disgust and looked down at the Queen, her smirk never gone. Sighing, Megatron knew that if he truly was to have his revenge….he had to help her…and after that was done he would kill her.

“Fine,” Megatron grunted, “what is it that you need? And you’d better give me a good reason.”

Chrysalis smiled. “Actually, it’s you.”

Megatron looked right at her with his head tilted. “What do you need me for?” He asked.

The Queen took a few steps and began, “When my scouts first saw you and filled me in on what they truly witnessed, I was stunned. Giant creatures falling from the sky and battling, they said. It was most intriguing. So I had several of my best scouts follow you and your….Decepticons for a while to gather more information. I couldn’t believe what they brought me. YOUR body. They brought me what remained of your tattered, worn-out, old, beaten, body,” Megatron clenched his fist as she continued, “We fixed you and resurrected you so that from your dominating personality, that you may help us in taking over Equestria.”

Megatron held his anger down and explained, “I tried to do what you are planning…and it failed. The one called Discord was too powerful that I had to join forces with the wretched ‘Autobots’,” Megatron spat out as if the words were choking him, “I couldn’t take over this planet because of my promise….a promise that is now shattered. But I do not seek to take over this pitiful planet and suck it dry just yet….I need to find refugee from an old enemy of mine.”

Queen Chrysalis held out her hoof and quickly explained, “Oh but that’s the glory of it, Megatron! We Changelings can give you that refugee if you just listen to us!”

Now Megatron was interested and crossed his arms. “Go on…” He growled.

Chrysalis nodded and said, “You MUST take your rightful place as leader of the Decepticons in order for our plan to be accomplished. It is step one in our plan of invasion. But you must do what we say or else it won’t work.”

Megatron lowered his arms. His optics grew wide. His anger exploded. No one….NO ONE…..tells him what to do.

“No…NOOOO!!!!” Megatron screamed as Chrysalis actually took a step back this time, “I will NEVER do what you say!!!!! I am autonomic perfection that was trained in the gladiatorial pits of Kaon itself! I was taught that only the strong survive and the weak wither away and die like the fools they are!!! So if you think for an astro-second that I, Megatron, the leader of the Decepticons, will do what you say, then you’ve obviously never met me!!!!”

Megatron finished by pointing the end of his cannon directly at her. The Changelings acted fast as they defended their Queen with their very own bodies. This was definitely the right choice. Megatron would rather blast his way out of here than listen to this little spec that called herself a Queen.

But that’s just what she wanted him to do. Queen Chrysalis chuckled and looked right at Megatron. Their eyes met…but never broke as Megatron was about to fire.

“I was hoping you’d do that.” Chrysalis hissed as her horn began to glow a bright green. Suddenly, a long stream of green energy erupted from her horn that penetrated to Megatron’s chest. Megatron lowered his cannon and lifted up his hands in pain.

“AAAAAAARRRRRGGGGRRAAAAAAAAAA!!!!!!” Megatron screamed as the green beam soared straight into his chest. After the beamed had stopped, Megatron fell to one knee and looked at the ground. The Changelings separated as their Queen approached the withering form of the once-leader of the Decepticons.

Queen Chrysalis lowered her head so that it was mere inches away from Megatron’s. She quietly whispered to where she presumed his ear to be.

“You belong to me now. It gives me great pleasure to conquer the leader of the great Decepticons. Now rise….my newest slave.”

Megatron slowly….lifted up his head. Instead of his red optics glowing in the darkness, his optics were now a bright green. He barely got up as he breathed in and out several times, never taking his optics off the little black creatures before him.

To his great surprise, Megatron heard himself mutter these words he thought he would NEVER say in millions of eons…

“What is your bidding, my Queen?”

____________________

“We have arrived.” Queen Chrysalis muttered with her smile never broken. Her hundreds of Changeling servants stood behind her while Megatron was right by her side. They indeed did arrive…but where exactly?

It was still nighttime, actually it hadn’t even turned day yet. Megatron had been shot and rebuilt in the same night! The stars hovered above the sky along with the full moon cascading the Everfree Forest in an eerie, white glow.

Megatron looked down at the rickety bridge to see another deep cliff that looked as if it would never end. He then looked straight forward and saw a dwelling of some sorts that was damaged beyond repair. He turned towards the Queen and asked, “Where are we?”

Queen Chrysalis pointed at the fallen structure and explained, “This honorable housing is where the Elements of Harmony were once kept,” Megatron perked his head closer as she continued, “Years ago, Twilight Sparkle and her five closest friends were sent here when Nightmare Moon returned to power and swore to bring never ending night. They found the five Elements in that structure and Twilight Sparkle, being as clever as she is, found out that SHE and her friends were the Elements of Harmony and defeated Nightmare Moon.”

Megatron nodded and faced the structure again. “Then what are we doing here?”

Chrysalis smiled and answered without even looking at him, “My scouts have discovered that the one called Starscream is here along with many others. They have been doing some kind of…crowning of some sort.”

Megatron clenched his fists and made his way to the dwelling, but Chrysalis’ voice stopped him from taking one more step.

“Megatron, once you get inside, do whatever it takes to regain your leadership of the Decepticons. And be sure to work out our little deal with your fellow soldiers.” Chrysalis smiled with her fangs dripping saliva.

The once-leader of the Decepticons could only nod as he approached the bridge. It would easily break under his massive weight, so he had an idea. He quickly jumped and hovered in mid-air all the way across the bridge and on the other side. Once landing, Megatron heard new voices coming from inside the dwelling, one being specifically Starscream.

Megatron turned his head back and nodded to the Queen and her Changeling army before approaching the small door. He leaned his head on the side and listened to Starscream’s words.

“….My loyal Decepticons, as your new leader I promise to give each of you an UNLIMITED supply of Energon once we rid this world of the infection they call life! I swear that all shall fall before the Decepticon might! That NONE shall stand in our way! That ALL shall kneel before us when we pass them! We will unite as one….and all of them shall fall divided!”

Megatron couldn’t hold in his anger anymore and busted through the door and wall.

“Ugh! Who dares to interrupt my coronation?!” Starscream yelled and turned his head towards the newly made entrance.

Several gasps came as Megatron observed his surroundings. Each Decepticon was lined up and facing the far end of the structure, they all turned their heads to see their old master alive. Starscream was standing on top of a large portion in the room, as if he was pretending it was his throne. The new leader of the Decepticons stood up with his optics wide; on top of his head was a shining gold crown with several jewels lined around it.

Megatron’s smile grew when he saw each Decepticon back away and shutter in fear when he raised a fist in the air. “Coronation, Starscream?! This is bad comedy!”

Starscream gasped and began to stutter over his words. “DAH! M-Megatron?!?!”

While Megatron’s enjoyment began to grow, Starscream anger began as well. He quickly looked at each Decepticon and shouted, “GRRRR!!! Decepticons, I am your TRUE leader now! And I order you to attack Megatron!”

Megatron nodded with his smile growing wider. “Yes, come my Decepticons! There is no greater honor than to fall at the hands of a king!”

No one moved a circuit and simply stared at their once dead master. It was incredibly cowardly of them…but also very smart.

Starscream swatted his hand and screamed, “COWARDS! You’re all nothing but a bunch of cowards! Fine, I will deal with Megatron on my own!” Starscream then turned towards Megatron and tried his hardest to keep his anger down, “Your resurrection was easily predictable! But no matter, you will NEVER take command of the Decepticons while I’m around!”

Megatron simply laughed as he approached Starscream’s throne. The Decepticons backed away as Megatron sarcastically said, “Oh drag, I really wanted to wear that pointy little hat!”

“IT’S A CROWN!” Starscream snarled and fired three shots from his charge rifle at his once leader. Megatron dodged them with pure ease as the Decepticons backed away into the walls. Starscream put away his rifle and pointed at his hated leader. “I don’t need weaponry to finish you off; am I not superbly sleek already?!”

Starscream’s rocket feet roared to life as he flew straight at Megatron. But Starscream’s foolishness and arrogance proved to be his downfall. Megatron grabbed Starscream’s throat in mid-air and slammed his back to the hard concrete. Several little cracks appeared as Starscream clawed at Megatron’s massive strength.

“GACK! M-Megatron, please don’t do it!” Starscream begged as his leader lifted him off the ground with pure ease. Megatron frowned and threw Starscream against the nearest wall. The Decepticons scrambled away as Starscream hit the wall with a loud roar of pain.

“Starscream, your pathetic excuse of a rule is at an end!” Megatron shouted and transformed into his tank mode. With one blast, Starscream flew out of the wall with the blast hitting him in the chest. Megatron transformed back and heard Starscream wail in pain as he hit the bottom of the cliff.

It was all quiet.

Megatron turned around to see each Decepticon staring at him. Soundwave was even more surprised than every other Decepticon there. He was certain Megatron would kill him for abandoning him in the forest…but he didn’t even look mad.

Megatron looked down and crushed what remained of Starscream’s rule: his crown. The gold shattered all over the floor as Megatron looked back up and approached the entrance he had come from. He past his Decepticons and paid no attention to Onslaught’s question.

“Megatron, how did you live?” Onslaught asked as every other Decepticon nodded in agreement. They all wanted to know what happened.

But the leader of the Decepticons would soon answer him in the best kind of way. Looking outside and nodding, Megatron turned his back from the entrance and faced his loyalists yet again.

He answered, “I do not blame any of you for leaving me to die. I would have done the same exact thing. But if you truly want to know how I survived and ended Starscream’s pathetic life, then listen carefully…”

All of a sudden, loud buzzing noises came from outside as the entrance was now filled with several hundred black faces and blue eyes. They entered or crawled inside and all over the walls. Megatron slowly began to chuckle.

The Decepticons got closer together, obviously not knowing what these strange creatures were. They soon overcame the walls and what remained of the ceiling. The rest of them hovered above or surrounded the frightened Decepticons.

“What is all of this?!” Skywarp screamed and kicked away the small creature.

Megatron looked down when his new master had arrived. Her green eyes observed each Decepticon with hunger present. She looked up at her newest slave and nodded. Megatron’s red optics glowed green for a brief second before he turned towards his confused soldiers.

Megatron walked forward with Chrysalis following close behind.

“These are Changelings, my Decepticons. They saved my life and are now our allies!” Megatron shouted and watched as the Changelings got closer to his loyalists. They sniffed their legs and licked their lips.

Soundwave was the first to speak after a Changeling got a little too close to him. “Soundwave superior. Changelings inferior.”

Suddenly, several voices very identical to Soundwave all shouted in unison.

“Changelings superior. Soundwave inferior.”

Soundwave looked around and found himself surrounded by five other Soundwaves. They looked like him, sounded like him, and acted just like him! But how was this true?

“Impossible.” Soundwave muttered. His clones copied his same exact voice in the exact tone.

“Possible.” The five of them said in unison.

Soon enough, the Decepticons were watching as the Changelings began to morph into larger forms of themselves. Vortex laughed when seven of him came by his side. Swindle gave his double-ganger a high five. Brawl smashed his fists together as did eight of his clones. Blast Off looked around and suddenly realized that there were at least twenty clones of himself. Onslaught was the only Decepticon who looked annoyed when the clones of himself came by his side.

Megatron approached his Decepticons…and the Changelings who were turning into more of them by the second. His mind quickly came up with a master plan…that would help him and Queen Chrysalis.

“Embrace the Changeling ways, my brethren!” Megatron shouted as he made his way to the large Decepticon army growing. “We shall unite….we will build a new army….this is the beginning of a NEW ERAAAAAAAAAA!!!!!” Megatron finished by screaming to the heavens as did his newest army of Decepticons. It didn’t stop there.

Several hundred more Changelings kept morphing into their Decepticon of choice. The Element Sanctum was filled and surrounded by hundreds and hundreds of Changelings morphing by the second.

Queen Chrysalis chuckled softly and leaned her head into the ear of her closest guard.

“Step one…is complete,” She whispered, “Now on to step two….”

"...Capture the Element Bearers."

In Search of Companions

-CHAPTER VIII: IN SEARCH OF COMPANIONS-

"Look at Megatron! I'm gonna blast that smile off his faceplate!"

-Cliffjumper

INTEL: Cliffjumper may not be the largest Autobot around, but he doesn't let that get in the way of picking fights with Decepticons. Fearless and brash, Cliffjumper's favorite weapons happen to be his fists. Despite his short temper, he gets along well with the other Autobots, who appreciate his eagerness to take the first shot in every battle.

____________________

Jetfire zoomed across the Equestrian skies and over Ponyville. Even at night, some fire still remained in the town that gave a bright glow to the town from a far distance. But he didn’t worry about that; he worried about the mission at hand.

“I’m directly above the Everfree Forest,” Jetfire shouted to his passengers on his back, “You two will have to jump off and follow the tracks from there!”

Jazz climbed to his feet and shouted just as loud, “It’ll have to do, Jetfire!” He turned his head back and smiled, “You ready, Cliffjumper?”

Cliffjumper returned the smile and held his fist triumphantly in the air.

“Always!”

Jetfire got lower to the ground but didn’t hold off on the speed. He chuckled a bit before shouting over the heavy winds, “Don’t try and have too much fun without me!”

Jazz nodded and said, “Alright, just keep your comms open in case the rescu-ERS need some rescu-ING! HAHA, let’s do it!” He held out his fist and Cliffjumper returned the fistbump. The two of them stood at the edge of Jetfire’s very small hull until they jumped.

Cliffjumper felt the wind pass his face with such intense speeds that he almost ignored the ground. He planted his feet downward and landed perfectly with Jazz by his side. The two Autobots were suddenly met with several trees in their vision and heavy winds trying to push them back.

Cliffjumper held up his arm and shouted, “The wind’s startin’ to pick up! Optics barely workin’!”

“Quickly, we gotta find cover!” Jazz screamed with his arms in front of his face. Cliffjumper followed behind Jazz as they past several trees. They finally came to a short clearing where the two Autobots finally found out what was causing these strong winds.

A massive storm cloud was heading their way. From the looks of it, it seemed to have come from the Badlands and is now entering the Everfree Forest. Jazz grunted when he had to hop over a collapsed tree, “Jetfire, this is Jazz, keep a sharp eye out for us in case we need a lift after we save the ponies.”

Jetfire answered in the comms link, “No problem. And don’t get killed out there, Optimus kinda needs you guys.”

Cliffjumper still had his arm covering his face as he and Jazz continued to trek through the forest. He managed a smile and asked, “So what were you sayin’ before…about that cover?”

“O-oh yeah,” Jazz shouted and pointed to a large cave not too far away, “this way!”

The two Autobots finally made it to the cave right when the rain began to fall. Jazz and Cliffjumper both stared out of the dark cave and watched as every little droplet of water splashed on the green grounds. Jazz thought for a moment before coming up with a quick solution.

“Cliff,” Jazz said as Cliffjumper turned his head towards him, “how about you follow the tracks on the ground, I’ll provide covering fire from the tree lines if ya need me.”

Cliffjumper smiled and said, “You just don’t wanna stay on the ground because you’re scared of the all the monsters in this forest huh?”

“You wish!” Jazz shouted and used his grappling hook on the nearest tree. He was instantly pulled forward and soon disappeared in the trees. Cliffjumper walked out of the cave and activated his subsonic repeater before checking his surroundings.

His comms link came to life with Jazz saying, “Cliff, follow the tracks, man, and I’ll stay in the trees. I’ll watch out for ya in case any type of ‘monster’ comes out.”

“Hehe, sure thing.” Cliffjumper chuckled and looked at the ground. Optimus was right, the Changelings did come this way after they captured the ponies, he could see the drag marks left in the dirt followed by several horseshoe tracks.

“Jazz, I found the tracks, but this rain keeps messing it all up.” Cliffjumper grunted and tried harder and harder to find the right path as he pushed his way through the forest.

Jazz answered, “That’s probably what the Changelings wanted. They knew this storm was coming this way and they wanted their tracks covered as soon as possible.”

“Who knew bugs were this smart?” Cliffjumper commented and pushed away several branched in his way. The forest was beginning to get darker every few cycles. The wind was getting stronger and the rain pounded harder, but that wasn’t stopping Cliffjumper from saving his friends.

It was getting pretty boring just traversing this massive forest when Jazz sounded as if he had seen a ghost. “C-Cliffjumper! Quickly, use your cloaker and get to cover!”

Cliffjumper ignored the questions in his head and activated his cloaker. Soon enough, his entire form was completely invisible. But to ensure his safety, Cliffjumper hid behind the nearest rocks and looked over the edge.

He whispered in his comms link, “What’s goin’ on, Jazz?”

“Cloaking works best if you keep quiet.” Jazz answered in an equally whispering tone.

Cliffjumper kept quiet and just listened. His hearing processors caught the sounds of growling and stomping of footsteps quite close to his position. It wasn’t long before the sounds were gone and only the whistling of wind was audible.

“What was that?” Cliffjumper asked as his cloaker died out and he came out from his hiding position. He continued his journey as Jazz quickly answered.

“I surely have no idea. They had glowing green eyes and seemed to be made out of….wood.”

“This planet’s awesome.” Cliffjumper smiled and continued his journey.

It was a quiet conversation between the two Autobots. Jazz was flinging from tree to tree while Cliffjumper tried his hardest to locate the tracks. But the rain had done its job and removed the trail. Cliffjumper grunted and pressed the side of his head, “Jazz, the rain ruined everything. I can’t find the trail.”

Jazz answered, “Do ya see anything?”

Cliffjumper squinted and looked all around him. The trail was gone and the dark forest began to grow even darker now that the moon was blocked out from the storm clouds. But he did catch something…something glowing.

“Jazz, I got somethin’!” Cliffjumper shouted and jogged over to the light. It was getting brighter until he stumbled into a clearing. There he found it…a small hut.

“Jazz, I seemed to come across…a house of some sort.” Cliffjumper said and moved closer to the hut. It wasn’t long before Jazz answered him.

“Does it point to something small and adorable named Pinkie Pie?” Jazz asked.

“Uhhh….no.” Cliffjumper sighed and looked inside the window. No one was inside but there seemed to be several book scattered across the room with a large cauldron in the middle. It was bubbling with a small fire underneath it. “Guess someone forgot to put that out.” Cliffjumper smiled and turned around to leave.

“What are you doing near my house, scurrying around like a common mouse?!”

Cliffjumper screamed like a female Autobot and looked around. Nothing was attacking him, nothing was harming him, nothing happened. He recoiled and put away his subsonic repeater.

“I’m a down here, can you not hear?”

Cliffjumper flinched and looked down quickly. Standing there was a black and white pony with her neck covered in golden rings. Her left foreleg was also covered in rings and her right ear had a large ring attached to it. She had an umbrella attached to her back which allowed her to stay dry and a saddlebag filled with plants or something.

She spoke again with her blue eyes observing the Autobot up and down, “You are one of those aliens I hear about all the time,” she noticed the Autobot giving her an odd look, “are you confused about my rhyme?”

Cliffjumper forced a nervous smile and said, “Yeah….kinda.”

She chuckled and introduced herself, “My name is Zecora.”

“Name’s Cliffjumper,” The Autobot smiled and held out his hand. Zecora smiled and shook his hand with her tiny hoof.

She broke it and smiled, “What they say is true about you, Autobot; you are nice and peace-loving, are you not?”

“I am, Miss Zecora.” Cliffjumper smiled before he suddenly remembered his mission. His smile faded as he made his way past the zebra. “I’m sorry I had to cut our conversation short, but I’m sure you know about the Element Bearers being captured right?”

Zecora nodded as the Autobot continued, “Well, my teammate and I are going to save them…but…”

Zecora took a step forward and asked, “What is wrong, my friend, any helpful hoof I could lend?” Cliffjumper stopped and turned back towards the zebra. He smiled at her as she returned it.

“Actually,” Cliffjumper said and made his way back to the hut, “do you know where the Changelings took Twilight and the others?”

Zecora thought for a moment and reached into her saddlebag. She pulled out a large colorful leaf and tore it up. With the scraps of the leaf she blew them in the air and watched them float away into the darkness of the Everfree Forest. Cliffjumper followed the pieces of leaves until her voice brought his head back.

“To find your friends, it will be hard; the leaves will go for many yards. They will lead you to many places, and on your journey you’ll meet many faces. Most will be hungry to devour you, unless you escape with your crew. You may meet monsters such as the dreaded Hydra or several Diamond Dogs, but where you truly must go is Froggy Bottom Bog!”

Zecora disappeared behind her door leaving a very confused Autobot alone. Cliffjumper stood back as Jazz began to talk through the comms link.

“Uhhh, Cliff, what was that all about?”

“I have no idea,” Cliffjumper said and suddenly remembered what the zebra had told him. “Okay, we gotta find this place called ‘Froggy Bottom Bog’….okay…okay let’s do this.”

Jazz answered, “Froggy Bottom what?”

Cliffjumper shrugged and made his way away from Zecora’s hut and into the darkness. “I guess we have to just have to…” Suddenly, several leaves flew past his view and even deeper into the darkness, “follow the leaves!”

Cliffjumper sprinted forward in hopes of catching the leaves. His footsteps became harder and harder with each heavy step on the ground. He heard the trees ruffling constantly as Jazz quickly shouted through the comms link, “Cliff, slow down, man!”

Cliffjumper pushed the wet leaves out of his face and shouted, “I’m not slowing down! Hurry it up, Sir Rust-A-Lot!”

Jazz answered, this time he sounded angry. “Hey show some respect!”

Cliffjumper chuckled, “What I said ‘Sir’?”

It wasn’t long before Cliffjumper’s hard footsteps began to sound squishy. The darkness of the Forest started to get brighter and strangely…browner. The leaves in Cliffjumper’s vision had reached its destination…a large area filled with many croaking frogs and flying insects. Trees hung low as did the vines and the bubbling creeks gave several popping sounds before more frogs jumped inside of the water.

“Whoa…I guess this is Froggy Bottom Bog huh?” Cliffjumper asked no one in particular. He was hoping Jazz would answer but all he received on the other line was static. “Jazz, you there? Huh, signal cut off.”

Cliffjumper slowly made his way into the swamp, his feet squished in the deep mud but he easily made it through. Most ponies would be stuck in the mud because of their small bodies and weak strength, but an Autobot could easily make it through this.

Several insects flew past his view; Cliffjumper swatted them away in disgust. He always hated bugs, even back on Cybertron. Those Insecticons were scary little buggers. They were even strong enough to take down Grimlock and his team!

A deep growl caused Cliffjumper to shudder. He turned around and saw nothing behind him, nothing but rain hitting the water and the wind blowing the trees. He quickly pressed his comms link and asked, “Jazz, are you there? Am I going the right direction?”

Nothing.

Cliffjumper shrugged and continued to walk straight, the swamp was getting denser with each step and it didn’t look like there was a way out anywhere. The burbling of the creek began to grow louder but Cliffjumper had to ignore it and focus on the mission.

Rarity meant so much to him, and if those dirty little Changelings put a hoof on her….they were going to need a repair sentry when he was done with them. But before he could take another step and to his great surprise, Jazz’s voice came back into the comms link.

“Cliffjumper! Get outta there, man!”

Cliffjumper pressed his link and asked, “What? What’s goin’ on!?”

The sound of water rushing caught the Autobots’ attention. He slowly turned around to see long orange towers rising from the water with several insects still stuck to its outer walls. It continued to rise until two other towers rose with the others. Cliffjumper stared in awe and confusion at these massive structures surrounding him.

He soon found out they weren’t structures when the four heads glared down at him.

“What the frack is that?!” Cliffjumper screamed and ran away when the heads started to bite at him. Each of them roared to the clouds and began to rise from the swamp. Cliffjumper took this time to truly see this thing.

It did indeed have four heads when at first he thought it would be four different monsters, it had no arms but had two massive legs that stomped forward at the red Autobot. In panic, Cliffjumper whipped out his subsonic repeater and fire random shots at the beast. It did absolutely nothing.

Jazz’s voice brought Cliffjumper back to reality. “Cliff, it’s no use, man, get outta there!”

“I hate it when you’re right!” Cliffjumper yelled before transforming and driving away from the massive beast. The creature roared in anger and chased down the Autobot. Cliffjumper couldn’t even see five feet in front of him, so he did ram into a few rocks and trees on the way.

Cliffjumper screamed when his tire clipped a sharp rock causing his car form to spin around and face the giant. It got closer with each step as its heads began to open, showing all the razor sharp teeth each mouth had.

“Jazz, what is that thing?!” Cliffjumper yelled while firing away with his machine gun that only bounced off the creature’s hard skin.

Jazz answered immediately. “It’s a Hydra! Twilight told us all about those when we first came to this world, remember?!” Cliffjumper did remember. When they had first met the ponies, Twilight had told them all about their planet’s history and animals alike, including this Hydra.

Before Cliffjumper could drive off again, Jazz began to speak. “Cliffjumper, there’s a hill at the end of bog! I’m at the top of it, so you’d better hurry up!”

“Got it!” Cliffjumper yelled and activated his nitro boosters. The Hydro roared in anger when he saw his dinner driving away. Cliffjumper’s wheels soon weren’t running over water but on wet grass. He went even faster when he felt himself going uphill.

It wasn’t long before he saw Jazz waving to him at the end of the hill, and what remained was a deep cliff with several large mountains in the back ground. Cliffjumper hit the brakes and transformed into robot mode where he met Jazz at the edge.

“Good to see you’re still functioning, Cliff,” Jazz commented while looking over the ledge, he lifted up his head where his blue visor met the mountains. He pointed at them and shouted, “Cliff, over those mountains is where Optimus said the Badlands are.”

“Well then let’s go! That Hydra’s getting closer you know!” Cliffjumper shouted and prepared to jump off the ledge, only to be stopped by Jazz.

“Hold up,” Jazz said, “I should go first, I have a grappling hook and could probably grab you in case you fall too far.” Cliffjumper gave him an angry glare.

“What? No! They don’t call me ‘Cliffjumper’ for nothin’!” Cliffjumper pointed out his own name to the reference of jumping over a ledge. He jabbed Jazz in the chest and said, “YOU go last! I’m goin’ first!”

Jazz chuckled and let gravity do the work. “Later! HAHA!!!” He fell off the cliff while his fellow Autobot stared down.

“That’s cheating!” Cliffjumper shouted. His anger was soon extinguished when the growling had come. Turning around, Cliffjumper gasped and jumped off the ledge of the cliff while the Hydra slammed his jaws where Cliffjumper was just standing.

Cliffjumper never saw that Hydra again.

____________________

Both Jazz and Cliffjumper had arrived. They had travelled across Rough Rider Ridge by vehicle; they had climbed the mighty mountains until they had reached a massive desert that looked as if it spread for miles.

Jazz and Cliffjumper nodded to each other.

“Race ya there?”

“You bet!”

Jazz twirled up his legs and Cliffjumper leaped in mid-air as both Autobots transformed into their vehicle modes. They sped off with a large trail of dust following behind them. Jazz was merely a few feet ahead when Cliffjumper finally caught up.

They were neck and neck when both Autobots decided to stop racing and just get there. Several hours past, the storm clouds were gone and only resided in the Everfree Forest now, the two Autobots drove in the moonlight through this massive desert when Cliffjumper decided to break the silence.

“So…who was it that captured Twilight and the others? I mean I know the Changelings did but…who’s their leader?” Cliffjumper asked as the dirt trail behind him grew bigger.

Jazz slowed down so Cliffjumper could catch up to him. He thought for a while before saying, “Well…Optimus told me her name was uhhh….Queen…Chrysalis…or something whatever.”

Cliffjumper managed to laugh. “That’s terrible.”

“Oh yeah?” Jazz asked.

“Yeah,” Cliffjumper had to yell over his engine, “I mean…after we save Rarity, I’m gonna punch that son of a rust bucket right where it hurts!"

“You really care for Rarity, huh Cliff?” Jazz asked with his voice soft.

“She means a lot to me, man,” Cliffjumper said quietly, “Just like you and Pinkie Pie.”

Jazz chuckled and said, “Yeah I guess you could say that. But remember, we’re not saving Twilight and the others, that’s Grimlock’s job!”

“Grimlock sure was mad when he realized Rainbow Dash was taken. He’s gonna squash some bugs in there like there’s no tomorrow!” Cliffjumper yelled over his engine.

Jazz drove faster while Cliffjumper struggled to catch up. Jazz shouted, “You’re giving him too much credit! Grimlock’s a hothead!”

Cliffjumper grunted when his tire ran over a cactus, “I just respect the direct approach that’s all.” Jazz gave a chuckle and didn’t respond back. Cliffjumper caught the hint and stayed quiet the rest of the ride.

It was a VERY long ride before the two of them finally arrived to the mountains that separated the Mild West from the Badlands. Jazz came across the large mountain side and used his grappling hook to swing across the top of the rock ledge.

“Be careful, Jazz!” Cliffjumper shouted and walked closer to the mountain.

“It’s fine!” Jazz shouted and looked around the rock for a way through on the other side. Suddenly, the rock began to crack. Jazz didn’t panic but Cliffjumper did. While Jazz used his grappling hook to cling himself to the side of the mountain, Cliffjumper ran away while the boulders nearly missed him.

Jazz chuckled, “Ya see? Under control, baby!”

Cliffjumper grunted and climbed over the rocks, “I can’t believe you outrank me.”

Jazz helped up Cliffjumper and the two Autobots made their way through the mountains and eventually on the other side. They both slid down the steep slopes until they reached solid ground yet again. But something was odd about this place.

“Cliffjumper, look,” Jazz muttered and pointed forward. Cliffjumper saw it…he saw everything.

This was probably the most heartbreaking land Cliffjumper had ever laid optics on. There were dead trees lying everywhere while the dead grass covered the massive plains. Several mountains lay in the distance while massive rocks were sprawled across the land.

“This place is even worse than Cybertron.” Cliffjumper commented and followed Jazz through the dead grass.

Jazz chuckled and ducked underneath a fallen tree. “Yeah and this place is still alive!”

“Ya sure about that?” Cliffjumper quietly asked as his hand brushed the skull of a gigantic dragon. This massive skeleton lay across the plains with several bones lying around. It only made Cliffjumper’s fears of Rarity grow bigger. If something happened to her…or any of them…

“Cliffjumper, follow me and be quiet!” Jazz whispered sharply and his behind a giant rock. Cliffjumper did the same and watched as Jazz lifted his head over the rock to see three flying Changelings soar over them and enter a monstrous cave.

Jazz and Cliffjumper got up from the rock and observed this cave even more. It was dark and the outside had to be as big as the mountain they had to climb. Jazz leaned in and heard the sound of screeching and hissing coming from inside. Jazz backed away and gulped.

“I think we just found the Changeling Hives.”

He turned to Cliffjumper and nodded. Cliffjumper nodded back and asked, “Grimlock?”

Jazz sighed and faced the entrance of the cave. He knew they couldn’t make it out of this place alive…but maybe someone else can. Facing Cliffjumper again, Jazz nodded.

"Grimlock."

Desertion of the Dinobots

-CHAPTER IX: DESERTION OF THE DINOBOTS-

"Me Grimlock no bozo, me king!"

-Grimlock

INTEL: Grimlock is known for not following orders or trusting in Optimus Prime's ability to be an effective leader. As the leader of the Lightning Strike Coalition Force, Grimlock enjoys smashing things first and asking questions later. Due to Shockwave's experiments, Grimlock has been left with a malfunctioning voice processor and an alt-mode inspired by a strange creature from a primitive world.

____________________

Cliffjumper was the one who sent their tracking signal all the way back to Canterlot. It only took a couple of hours until Grimlock and his team had arrived. Jazz and Cliffjumper looked up, startled from where they were sitting to see the dead trees fall to the ground and let the Autobots through.

Grimlock’s red visor and glowing red lights were all that were seen in the darkness until he got closer to the small Autobots. Slug, Snarl, and Swoop came from behind him, all of their optics landing on the gigantic cave.

Jazz lifted up his hand for Grimlock to shake it. He said, “Glad you could make it, Grimlock.”

The leader of the Dinobots simply stared at Jazz and walked around him. “Just point me in the right direction and stay out of my way.” He growled

Jazz put his hand down and frowned. “Geez, rude much?”

Slug “accidently” bumped into Jazz’s shoulder, almost making Jazz fall on his face. Slug looked back and chuckled, “Watch where you’re going.”

“I was about to ask you the same thing.” Jazz smiled and dusted himself off. Snarl patted Jazz’s shoulder as he made his way passed him with Swoop on his trail. These Autobots towered over Jazz and Cliffjumper. They were also the strongest group of Autobots who ever lived. Optimus sure made the right decision to have the Dinobots save the Element Bearers in an infested bug hive.

Grimlock stood at the entrance of the dark cave before he looked down to Cliffjumper. He asked, “Are you sure they are in here?”

Cliffjumper nodded and said, “I’m sure of it, big guy. Now get movin’, we’re countin’ on ya.”

“Very well,” Grimlock growled and pulled out his massive sword. He gripped the orange blade in his right hand as the rest of his team stood by his side. “Lightning Strike, let’s roll out.”

Swoop coughed in his fist causing each Dinobot to bring their attention to the team flyer. He smirked and asked, “Don’t you mean ‘Dinobots?’”

Grimlock shook his head and walked inside the darkness of the cave without saying a word. Slug, Snarl, and Swoop followed and soon they were gone. Consumed by the darkness. Jazz and Cliffjumper stood alone in the moonlight with only their thoughts to keep them company.

‘Good luck, Grimlock. Those ponies need you.’

____________________

It was pretty quiet in the large cave; it seemed to go on forever with only the sounds of footsteps echoing off the walls. The only light visible was the Dinobots’ glowing optics and lights. With Grimlock leading the way, Slug was second with Snarl behind him; Swoop was the last one who kept looking at the dripping walls.

Their footsteps began to get louder, the cave was getting smaller and Grimlock had to duck his head just to keep moving. Soon enough, just like Jazz predicted; the sounds of buzzing and screeching reached them.

“We’re getting closer.” Grimlock struggled over his words when the cave kept getting smaller and darker. Slug caught this quickly and ran forward to catch up to his leader.

“Grimlock,” Slug began, “this cave is getting smaller, and judging from our size I don’t think we’ll be able to go any further.”

Grimlock growled and stopped in his tracks. The others did too and watched as Grimlock smashed his hand against the hard wall. The three of them backed away when Grimlock began to speak.

“We need to find the ponies. I promised Optimus Prime I wouldn’t let anything happen to them….especially Rainbow Dash. So if you guys want to leave, so be it. But I’m going on….alone if I must.” Grimlock grunted and moved forward.

It wasn’t long before he heard the sounds of footsteps catching up to him.

Several more minutes of continued walking had proven to be useless. The cave was still getting smaller and soon enough Grimlock had to put his sword away and crawl on his hands and knees to get farther. The other Dinobots hated this idea but considering it would help them get the equines back, then all actions were being considered.

Grimlock stopped when his head hit the end of the cave.

“No, it can’t end here.” Grimlock muttered and punched the wall in front of him. Several cracks appeared from his mighty hit. He just kept going. Swoop was about to say that it was useless when the wall broke and an even larger room appeared on the other side.

Each Dinobot crawled inside and got back to full height. They took this time to look this room over. Several torches were displayed across the walls illuminating the room in a nice glow. The room was circular and in the center was a deep hole.

A deep hole.

Snarl approached the hole and looked down; he got closer and inquired, “This is the entrance to the Changeling Hives. Once we go down we won’t be able to come back up without the ponies.”

“Then we’ll do just that.” Grimlock said and pulled out his sword. He jumped down the dark crevice and dug his sword into the wall to allow him a safe landing. When Grimlock finally hit the bottom, he ripped his sword out of the wall and roared in preparation when his other teammates arrived.

They all faced a long corridor with mucky walls and large holes surrounding the walls, as if space slugs lived in this place. The darkness just wouldn’t let up as Swoop stepped in front of his leader and transformed.

Swoop flapped his wings and flew forward. “This has gotta be the right trail! I’ll scout ahead!”

“Wait!” Grimlock shouted and ran forward with Slug and Snarl struggling to catch up. When Swoop flew passed the corridor, Grimlock and the others stepped on it causing the entire ground to break apart. The three of them fell and landed on their backs on a not so far below ground.

“Dangit, Swoop, can’t you calm down for once!” Slug yelled and wiped the slime off his chest. Grimlock lifted up his hand and found a trail of slime connected to his fist and the ground. They were getting closer to the heart of the Hives.

When Grimlock and the others picked themselves up, Swoop stuck his head up from the upper portion of the caves and tried his best to look as innocent as ever.

“Grimlock, you guys okay?” Swoop asked.

Grimlock shook his head and picked up his sword before saying, “We’re fine. Let’s split up. Snarl, Slug, and I will go forward and will hopefully find the heart. You keep going up and try to contact us if you find the ponies.”

Swoop was taken aback by this and yelled, “But Grimlock-!”

“Get moving!” Grimlock roared causing the flyer to flee into the upper portion of the caves. Grimlock stared ahead for a brief second until he began to move again. Snarl and Slug reluctantly followed while eyeing their surroundings.

They were REALLY deep underground now. Small torches lit the walls but still couldn’t cover all the darkness that filled the massive rooms. The dirt walls and slime falling from the ceilings didn’t bother the stone-cold warriors a bit; it was the eggs that made their circuitry freeze.

Grimlock stopped as did Snarl and Slug. They had entered a portion of the room with hundreds if not thousands of tiny eggs. They scattered across the ground and walls and there were even some on the ceiling. They all glowed a bright green color with black veins on the outsides of each one.

Snarl got closer to one and looked inside. He backed away when he saw a little black creature stirring inside with tiny blue eyes. Slug breathed in heavily and said, “I think we made it the breeding grounds.”

“We have to keep moving.” Grimlock growled and didn’t even care when he stepped on several of the eggs. They splattered all over his giant feet while the tiny creatures died on the spot without the warmth of the egg. Slug and Snarl followed while Slug stepped on them and Snarl tried his best to avoid them.

After they passed the breeding grounds, they had reached a dimly lit, muddy corridor. The ceiling rose higher as they went in deeper allowing Grimlock to stand up to full height. It was a peaceful walk and Swoop wasn’t here to ruin it.

A perfect time for Grimlock to begin reminiscing.

The lives of six terrified ponies were in his hands. Bloody, beaten, and old hands that had been through so much that Grimlock had almost realized that he wasn’t good for anything except to kill. That all changed when he met Rainbow Dash.

He didn’t know for sure but…he could be calm when he was near Rainbow. He didn’t feel like killing or ripping someone’s head off when they were together. She made him feel….happy. That’s why Grimlock was so mad.

These Changelings captured his friend, and if they’re torturing her or even laid a hoof on her delicate little head…they were going to pay. But Grimlock knew better. He knew Rainbow Dash could take care of herself; she beat up Starscream for Primus sake!

Rainbow was a strong mare….so Grimlock didn’t have to worry much.

‘Do you really believe that?’

Grimlock stopped dead in his tracks.

‘As clear as I am speaking to you, your precious pony friend is having her skin ripped off.’

Grimlock clutched his sword in blistering fury.

‘It won’t be long before her cries of pain shall reach you.’

“Grimlock, are you okay?!” Slug yelled. Grimlock didn’t hear him and focused on the voices.

‘She tastes delicious. Listen to her scream.’

“AHHHHHHHHHHHHHH!!!!!!!!!!!!”

“NOOOOOO!!!!!” Grimlock screamed in fear and ran forward. Be it stupidity or bravery that made him act this way, but he knew only one thing right now: save Rainbow Dash.

“Grimlock! Slow down!” Slug screamed and ran for it. Snarl struggled to catch up with them. But Grimlock wouldn’t slow down. He would never slow down until he knew that Rainbow Dash was safe. His visor scanned the entire room, small black creatures began to appear from the holes covering the room, but Grimlock didn’t care about that.

“I’m coming, Rainbow!” Grimlock screamed and smashed through an entire wall! Slug and Snarl jumped through the tattered debris of the wall and watched as Grimlock kept breaking through more and more walls.

His fears grew bigger when that same high pitched voice echoed throughout the entire Hives. “Somepony help us!” It screamed.

“I’LL NEVER LET YOU DIE!!!” Grimlock yelled and broke through the last wall.

When the dust cleared, Grimlock got a full view.

This room was probably the biggest in the entire Hives. The ceiling stretched so high above that Grimlock could jump and still not touch it. The walls had several holes across it as tiny heads popped out with glowing blue eyes filling the room. At the very end of the room on top of a tall rock structure was none other than the ponies.

The Element Bearers.

The six of them were trapped in the same types of eggs that the black creatures were in. They each were trapped in their own egg as Grimlock moved closer to them. Grimlock was just relieved when the voices were just messing with him and Rainbow Dash wasn’t actually injured.

“You’re…all alive.” Grimlock sighed with relief as they opened their eyes.

Each of the ponies gasped and began tapping on the walls of their eggs. Rainbow Dash’s eyes were the biggest as she bucked the egg with all her strength but still nothing happened.

“Hold on…I’ll get you all out of there.” Grimlock said and began to move forward. But before he could take another step, a high pitched laughter filled the room causing the mighty Dinobot to spin around in panic.

The laughter grew louder when suddenly a green flame erupted on top of the rock structure right in front of the equines. Grimlock growled in frustration when he finally realized who it was when Optimus told him about her.

Queen Chrysalis smiled with her fangs clearly slowing. She spread her wings and snickered, “How precious, you’ve come to save your little friends.” She motioned her hoof over to the egg encampment cells with the ponies screaming inside.

“Grimlock, help us!” Twilight screamed and banged her hoof on the eggshell.

Grimlock’s anger reached a height he never though he could reach when he saw Rainbow Dash shivering in fear. He pointed the end of his sword at the Queen and yelled, “I’ve come to tear you apart, Chrysalis!!!”

She didn’t even look scared. She simply chuckled in delight and hissed, “Well, I really hope you are a challenge. But I cannot deny my children a nice dinner when they see it,” She lifted up her hoof and slammed it on the hard rock. “Changelings, feed!”

The room was suddenly filled with screeching and buzzing of wings as a swarm of Changelings came from all directions and attacked.

“Uhhh…Changelings….grrrrr.” Grimlock growled and gripped the end of his sword.

Then they struck.

Grimlock swung his sword around in all directions as the plague known as Changelings bit and hissed at him. He only struck a few of the creatures as they crawled away or died on the spot. His sword was an unstoppable killing machine as he smashed it on the ground causing a shockwave to knock away the remainder of the Changeling swarm.

Chrysalis was not amused and pointed at the Dinobot with her hoof.

“It’s time for the heavy artillery!”

Before Grimlock could retaliate, many large creatures came out of the holes that covered the room. But Grimlock knew these…. He didn’t want to remember but he had to when several Insecticons filled the large room.

They stood up to reveal horrifying memories.

“How is this possible?” Grimlock muttered when he was suddenly surrounded by at least twenty Sharpshots, Kickbacks, and Hardshells. They were completely identical to each other only making Grimlock’s confusion grow.

He looked back up to see Chrysalis obviously enjoying the scene. Her laughter faded as she silently chuckled, “I have made some upgrades with my army.”

It happened so fast. The Insecticons charged forward and leapt on the Dinobot. Grimlock swung his sword as hard as he could that only decapitated a few of them. But they just kept coming. Right when Grimlock was about to be consumed by the clawing and biting, a loud roar entered the room.

The Insecticons were pelted off of the Dinobot leader’s armor and flung to the ground when the Triceratops rammed the remaining ones with its sharp horns. Slug looked up at the black Changeling and shouted, “Shut it, Chrysalis! Unless you want us to crush you where you stand!”

Chrysalis only laughed at the death threat and shouted, “Do you really think you stand a chance against the entire Changeling army? You may have strength in brute force, but we have strength in numbers! You will fall…eventually!!!”

Slug ran forward with his head low when he rammed the rock structure holding the terrified equines. They all screamed when the rock began to break. Grimlock took quick notice and shouted, “Slug, find another way on top! We can’t have the ponies hurt in any type of way!”

“Sounds good to me!” Slug yelled and ran backwards. He went head-first into a Changeling hole, creating a massive entrance for him to enter.

Grimlock got back to his feet and kept his visor on the Queen. She screeched so loud that several more Changelings erupted from the holes and charged at the mighty Dinobot.

“Little bugs do your worst!” Grimlock screamed and slashed his sword about. Several hisses of pain came from all directions when the deadly sword struck with such power it would rip them in half. This was nothing! Grimlock was easily killing these things!

Chrysalis frowned and screamed, “Bring out the Insecticons!”

As she said that, several more clones of the three main Insecticons rushed from the holes and at the mighty Dinobot. Grimlock killed each one that tried to get close with pure ease. But the Queen was right, they had strength in brute force, but they had the numbers.

Rainbow Dash screamed.

“So…much…rage!!!” Grimlock roared when he felt as if his armor began to melt. His visor grew brighter as did his anger. It was soon released when he smashed his fists to the ground and transformed.

The Changelings screamed in fear and tried their best to retreat, despite the Queen’s orders. Grimlock’s body changed and his new head roared so loud it shook the underground Hives.

“KILL IT,” Chrysalis screamed, “KILL IT NOW!!!”

“You can’t kill me!!!” Grimlock roared and opened his dino mouth. His torrent of flames overcame the entire ground in a blazing glory while Changelings burned to a crisp and the clones melted on the spot.

“I gotcha, Grimlock!”

The Dinobot leader turned his head to see Snarl charge forward and ram the remaining Insecticons in his path. What remained of the Changelings was simply crushed by Snarl’s strength. The Stegosaurus turned around and swiped his tail against a large crowd of the morphing creatures.

“Keep fighting, Snarl!” Grimlock yelled and crushed the tiny Changelings trying to attack him. Another roar made both Snarl and Grimlock bring up their heads to see Slug running alongside the upper platforms in the cave. The Changelings were being run over by the bad boy’s strength.

“Ugh,” Slug grunted as he kept ramming into more and more Changelings, “I cut through these guys like beryllium bologna!”

Grimlock bit down on an Insecticon and yelled, “You mean cesium salami!”

Slug shook his head and yelled, “No, beryllium bologna!”

“Cesium salami!!!”

“Beryllium bologna!!!!!”

“Cesium salami!!!!!!”

“Can you both just shut up and fight!?!”

All three Dinobots lifted up their heads to see an entire hole explode and Swoop flying out of it with Changelings clinging on to his outer armor. He shook them off and continued to bombard the Changelings on the ground with his missiles. The room was soon cleared leaving only the Queen.

Queen Chrysalis stepped up, her green eyes blistering with rage. She stomped her hoof on the ground and screamed, “You may have won the battle, but you will NOT win the war that is soon to come! Retreat, my children! Retreat into the deeper Hives!!!”

And with that, Queen Chrysalis spread her wings and flew straight into the nearest hole. The rest of the Changeling soldiers scurried away into the holes leaving only the four Dinobots.

Swoop flapped his wings. He grabbed the eggshells with his feet and lowered each Element Bearer onto the ground where the Dinobots were waiting. They all transformed back while Snarl and Slug cracked open the eggs. The six ponies stumbled out and shook themselves of all the ick the eggshell had to offer…especially Rarity.

Twilight looked up at Grimlock and smiled. “Thank you, Grimlock, for saving us again.” Grimlock could only nod as he approached Rainbow Dash. She smiled and flew up to him. Rainbow stuck out her hoof where Grimlock generously replied with his fist, pounding the two together.

“Thanks, big guy. That’s pretty cool of you to come all this way just for us.” Rainbow smiled with sincerity.

Grimlock chuckled and said, “Anything for you, Dash.”

But before any of them could get out of there, a large earthquake began to grow inside the massive room. The ponies fell on their bellies and looked around in full panic. Grimlock and the others just watched as the dirt ceilings began to break apart and large pieces of rock began to fall.

Grimlock shielded his head and shouted, “Take the ponies! Get out of here now!”

“What about you, Grimlock?!” Swoop shouted over the rumbling of the tremor. Grimlock turned away from them and faced a new entrance that was created when the rocks began to fall.

“I’m going after Chrysalis.”

“WHAT?!?!” The ponies and Dinobots yelled together.

Grimlock turned his head back and shouted, “I can take care of myself! NOW GO!!!”

Rainbow stepped forward and screamed, “No, you big idiot! We’re all going together!!!” The tears had been forming at the ridges of her magenta eyes. If Grimlock was doing what she thought he was doing….

Grimlock sighed and faced away from her.

“I promise…I’ll come back.”

Before the ponies could intervene, especially Grimlock’s team, the entire ceiling collapsed thus separating the Dinobot leader from his team and the equines. Rainbow screamed and bucked the rocks until she was pulled back by Applejack and Rarity.

Slug felt another large tremor pass through the caves before he transformed in his dino mode. He roared causing each mare to turn his way, he lowered his tail and yelled, “Climb on! We gotta get outta here now!!!”

None of them argued and stumbled on Slug’s back. With each pony secured, Slug roared and rammed his head through several more walls and towards the way they came. Rainbow turned her head back one more time to see Swoop and Snarl on their trail….but Grimlock was staying.

A rare tear fell from her eye.

____________________

Grimlock touched the rock the landed right behind him. The tremors had stopped only slightly allowing Grimlock to stomp forward with his sword gripped in his right hand. He kept walking until he reached a very large dome shaped area of some sort.

“Coming for you, Chrysalis!” Grimlock yelled and entered the room.

Changelings alike scattered away in fear when this new beast had entered their dwelling and began searching. He stomped on several Changelings alike; he could hear their hissing under his foot forcing him to finish them off by planting his foot on the ground.

He kept stepping on them until a loud screech was heard followed by Chrysalis floating above him, her wings buzzing in a motion that reminded Grimlock of the Insecticons.

She growled with anger, “Stop killing my children!”

“Then come down here and fight me!” Grimlock roared which overpowered her weak meager voice. She shrank back and landed on a podium quite far from his position. She waved a hoof in front of her.

“I think I’ll allow my newest friends do just that. I believe you have already met Kickback.” Chrysalis smiled and backed away on her podium to allow the familiar Insecticon make his way through. But he wasn’t the only one, Sharpshot and Hardshell arrived just as Kickback did.

Kickback glared down from the podium and giggled, “Kill me if you can! Can! Can! HAHAHA!!!”

“Kickback.” Grimlock growled and clutched his sword even harder. Kickback leaped in mid-air and jumped on another podium behind the might Dinobot.

He waved his hands in the air and shouted, “Once again, we have to put you in your place! But we have more friends this time, Grimlock! And they’re just as big, strong, and tough as you are!!!”

Grimlock swatted his sword and screamed, “No one’s tougher than me!!!”

“Not even….yourself?” Kickback quietly said and snapped his fingers. The ground where Grimlock was standing broke apart and a complete double ganger of the Dinobot appeared. Grimlock stood back up with his confusion growing when a complete copy of him just stood a few feet away.

“Ohhhh look, Grimlock,” Kickback hissed, “a little Changeling could morph into you!!!”

“Crush you just the same!!!” Grimlock screamed and drove his sword forward. It sank in perfectly with his clone’s chest allowing Grimlock to finish him off. He ripped out his sword and stabbed the clone several times in the chest.

Grimlock’s clone fell to the ground with several puncture wounds. The Dinobot watched as his clone began to glow green until it was nothing but a dead little Changeling. Kickback was disappointed and shouted, “There’s more where that came from, Grimlock!!!”

Soon enough, more and more clones of the Dinobot leader appeared all around the original. They rushed forward and jumped on top of Grimlock. But he was too strong. Grimlock pushed each one off and roared in pain when one got lucky and punched him in the back. But he wouldn’t let up and used his shield to bash the closer ones away until he could get back up.

With Grimlock fighting to the death with an unlimited number of Grimlock clones attacking him, he could almost hear Queen Chrysalis speaking with Sharpshot.

“…I assure you, the other Decepticons are waiting for your orders. After we finish off this stupid Dinobot we can begin with your plan, my Queen.”

“The Empire will not be vulnerable for long. It is only a matter of time before Canterlot stops focusing on the capture of the Element Bearers.”

“It will not be for very long, then. We must act now while the going is good!”

“Excellent idea, Sharpshot.”

Grimlock’s anger was growing by each second. If Chrysalis was planning something about this…Empire she was talking about, then it would be most catastrophic to let her continue to live.

“I’m not leaving here without your head!!!!!” Grimlock bellowed and smashed his fists on the ground. His body changed, his legs twirled, and his chest opened up to allow the demonic head to growl in anger over the clones of himself.

The Dinobot bit, slashed, and breathed fire all over his weak clones that burned on the spot. Kickback screamed and escaped the podium to regroup with the others. Grimlock’s red optics glowed with hunger as he slowly approached the Queen and the Insecticons.

Queen Chrysalis hissed as her horn began to glow.

“Changelings! Abandon the Hives! Destroy it now!!!” Chrysalis screamed as she, Sharpshot, Kickback, and Hardshell disappeared in a green flash.

His anger died down. Grimlock transformed back into robot mode and looked around in confusion. It wasn’t long before the earthquake returned even bigger this time. Grimlock held his place and looked directly where he had come from.

“Gotta go! The Hives are going to collapse!” Grimlock screamed and ran as fast as he could out of there. He couldn’t even remember how long he was running, but when he came back to reality the rock collapse was still in its place….

He was trapped.

Grimlock looked around frantically for a way out. There was nothing. He was trapped and the Hives were beginning to collapse at any second now. Grimlock punched the rocks over and over again but it was already useless…

“No…NO…NOOOOOOOOOOOOOO!!!!!!!!!!”

Grimlock screamed one final time as the entire weight of the earth came down upon him. His entire body was crushed by the massive weight this world had to offer. As the dirt overcame his vision, Grimlock felt something he only felt one other time before, the way he felt when he had lost Sludge’s life.

Guilt.

'I'm sorry, Rainbow Dash. Please forgive me."

____________________

“We made it!” Snarl screamed and stopped. His head looked up to see the dark hole they had entered in the first place. Now that they had the ponies, they could get out of here.

The six mares climbed off of Slug’s back as the Dinobot transformed and faced the opening above them all. He was out of ideas on getting out of here….but Swoop wasn’t.

“Here, hold onto my legs!” Swoop yelled as his wings flapped about in Slug’s vision. Slug grunted and gripped Swoop’s foot. The Dinobot looked back and said, “Now grab the ponies!” Slug quickly turned around and scooped up Pinkie Pie and Fluttershy. He held them in his left arm in a tight grasp while Snarl finally got the idea.

“What are you-Whoa!” Twilight yelped when Snarl picked her, Rarity, and Applejack up. He held each mare in his right arm as he gripped Swoop’s other leg with his left arm.

“I’ve always wanted to go fast,” Swoop yelled and turned his large beak back behind him, “Hold on tight and don’t let go!”

Before the Dinobots could ask why, Swoop spread his wings and activated his thrusters. Slug and Snarl felt a mighty push hit them as Swoop blasted his way higher and higher up the hole. Fluttershy held onto Slug’s arm as she looked up to see Rainbow Dash flying all by herself.

“Rainbow!” Fluttershy screamed causing the cyan mare to look right and see the trembling Pegasus.

She forced a smile and shouted, “I’m fine, Flutters! Just hold onto Slug!”

Fluttershy whimpered again as she pressed her cheek against Slug’s arm in a tight embrace. Rainbow focused ahead and dodged the falling rocks that were coming her way. It wasn’t long before the light was getting brighter.

“We’re almost through!” Swoop yelled as the light suddenly became visible. Rainbow shielded her eyes when the torch light had reached her. She was in the darkness for so long that it was hard to adjust so quickly.

“Follow me, Dash!” Swoop screamed and made an immediate right turn into a large hole. Rainbow looked that way and saw Swoop leaving her in a long dark cave with the entrance only a few hundred feet away. The tremor had finally reached them as the entire cave began to collapse.

Rainbow Dash pumped her wings to the limit as shutting her eyes became necessary when she had gone to speeds beyond imaginary. She had past Swoop and opened her eyes slightly to see the entrance of the cave getting closer…..and closer…until…

____________________

Jazz and Cliffjumper backed away when the cave literally exploded with dust and rocks shooting out of the entrance. Jazz looked through the dust to see Swoop crash in the dirt with Slug and Snarl tumbling on their heads.

“What the-?!” Jazz screamed when a blue blur smashed right into his chest. After a few moments of tumbling in the dirt, Jazz looked up to his assailant. When he looked up he noticed the adorable rainbow mane and blue face staring at him with wide magenta eyes.

“Rainbow Dash, you’re alive!” Jazz screamed with joy and hugged the mare in his arms.

But to his surprise, she pushed away and screamed, “Get off me!” Jazz backed away when he saw Rainbow fly passed her friends with her focus only on the cave.

The rest of the Changeling Hives began to fall apart. The mountain shattered and the cave buried itself in with several tons of dust and debris flowing past them when the mountain finally collapsed.

It was all silent.

The equines groaned in pain and rose from the dirt. Cliffjumper lifted up Snarl and found Rarity curled up into a ball with her eyes shedding several tears. Cliffjumper reached for her with his voice cracking.

“Rarity…are you okay?” Cliffjumper asked with his voice hopeful. Rarity looked up at him when she suddenly wailed in despair and jumped in Cliffjumper’s embrace. The red Autobot gently stroked her back as she continued to whimper in his chest.

“It’s okay, Rarity, you’re safe now. Don’t cry, please don’t cry. Shhhhh….shhhhh…” Cliffjumper whispered to her which only caused the unicorn to cry even louder. Jazz past Cliffjumper comforting Rarity and onto Swoop.

He asked with his head looking side to side, “Where’s Grimlock?”

At the mentioning of that name, Swoop hung his head low as he turned towards the cave. Jazz followed his gaze until it landed on the blue Pegasus sitting alone. Jazz walked forward and looked at Dash’s face.

“Rainbow…what happened?” Jazz asked. Rainbow Dash didn’t answer as her lower lip quivered. Her eyes watered and her wings fell limp to her sides. Her head slowly sunk to the ground when she had finally accepted the fact.

Jazz finally figured it out. He thought it wasn’t even possible from Grimlock’s brute strength and undying power. But of course….no one was deathless. He stared with Rainbow Dash, he felt sad just like she did. He didn’t want it to be true…

Rainbow Dash cringed when a fresh tear of sorrow and pain fell from her hurting eyes. It hit the ground with a soft drip as she looked up one more time at the smoldering remains of the Changeling Hives. It hurt so much to accept the fact that he was gone and could never return. He gave up his life for her and her friends…what a terrible sacrifice he committed. But she now knew…that what he did was because he truly did care for her.

He did it for her.

He did it for her friends.

He did it for Equestria.

“G-Goodbye….Grimlock.”

Rest in Pieces

-CHAPTER X: REST IN PIECES-

2 Days before the Rise

"The least likely can be the most dangerous."

-Bumblebee

INTEL: Despite being one of the youngest and inexperienced Autobots serving under Optimus Prime, Bumblebee's courage makes him stand apart from others. Despite losing the ability to speak at the hands of Megatron, Bumblebee presses on and has become one of Optimus Prime's closest friends.

____________________

“….Today we mourn the death of one of the bravest Autobots I ever knew. He gave up his life so that the Element Bearers could remain alive. He did it so that peace could remain in this glorious land. Many years ago, on Cybertron, I always knew Grimlock wasn’t the one to obey orders; he always had different ways to lead. His ways of fighting proved to be dangerous for both Decepticons…and Autobots. That is what made Grimlock so special. He was always a dangerous warrior, a warrior that could be provoked easily. And even though most of us thought he was nothing but a bloodied warrior without any feeling whatsoever, I never thought he was. I knew Grimlock as….my teammate….my friend…my brother.”

Optimus Prime sighed heavily before he backed away from the coffin. Grimlock’s coffin was designed just the way he always wanted it, with a large sword crafted on the top and rising flames overcoming the blade. The flames of course weren’t real and were just designed into the coffin.

Celestia wiped away a tear before she turned back to her fellow guards. She nodded as they all picked up their trumpets. The falling rain was in tune with the funeral music as the large group of both Autobots and equines stood in Canterlot’s cemetery.

Jazz and Cliffjumper remained silent and just stood with their fellow Autobots. Jazz never wanted to tell anyone that he knew someone was going to die if they entered those Changelings Hives…he just never thought it would be one of the strongest Autobots who ever lived.

Twilight forced a weak smile when Rarity placed an umbrella above her and the rest of her friends. Even in these dark times, their friendship always made her feel a little bit better. The continuing funeral music filled them all with dread as the empty coffin was slowly lowered into the ground.

They never recovered Grimlock’s body. It would be forever lost in what remained of the Hives.

Shining Armor held his whimpering wife close to him, her belly a little larger than before. They both shared a sweet nuzzle before he turned towards several of his fellow guards and nodded. They all held up a hoof against their forehead and saluted the Autobot hero’s coffin.

When the coffin finally hit the ground, Rainbow Dash burst into tears but tried her very best to hide them. It wasn’t difficult to see the Pegasus crying. Princess Celestia and Luna turned their heads and sighed in defeat when they saw even the strong Rainbow Dash crying.

Never once did they see the Element of Loyalty shed tears.

While the Element Bearers held each other close under the small umbrella, the Dinobot clenched his fists in raw anger. Slug’s red visor glowed darker than it usually should as he witnessed the coffin of his dead leader enter the deep hole.

Snarl looked up from his feet and saw Slug beginning to get a little unstable. He put a hand on his shoulder and calmly said, “Slug, it’s okay. Grimlock did what he had to do.”

“That’s a lie.” Slug silently growled.

Some of the Royal Guards caught this small argument and turned their heads to face the three Dinobots. Slug caught their eyes turning towards them, his fists balled even harder. He hated it when these ponies looked at him…silently mocking him and calling him a freak.

“Slug, it’s not a lie. Grimlock really did-,” Snarl was saying until Slug swatted his hand away in released all his hatred and anger.

“IT IS A LIE!!!!” Slug screamed. The trumpets stopped. The Princesses turned their heads onto the Dinobots as did the large group of ponies and Autobots. Slug wasn’t done yet…he wanted them all to hear. And he didn’t give a care what they thought.

Slug pointed at the shivering equines and shouted, “Those THINGS are responsible for Grimlock’s death! Our leader would still be alive if we didn’t go in there! But no! This entire planet goes off the brim of chaos when six little ponies are missing! NO ONE GAVE A FLYING FRACK WHEN WE WENT MISSING!!!!!”

“Hey, watch your mouth, soldier!” Ironhide screamed which only received a glare from the massive Dinobot. Ironhide pointed to the tiny ponies looking at Slug with fear clearly visible along with the tears. “We already have enough grief here!”

Slug retreated his gaze from Ironhide and on the little equines. The six mares cuddled together when the massive Dinobot approached them, anger strewn across his face.

A massive finger was dealt their way as Slug screamed to the already terrified ponies, “It’s your FAULT!!! It’s your entire fault that Grimlock is dead!!! Especially….you.” Slug pointed his finger at the cyan Pegasus. Her whimpering grew louder as did the tears falling from her eyes.

“Grimlock cared so much for you and this is how you repay him?! By letting him die in those Primus forsaken Hives?!?!” Slug screamed making each mare recoil and cry together. Swoop stepped in and pulled the angry Dinobot back.

“It’s not their fault, Slug,” Swoop yelled, “We all abandoned Grimlock!”

Slug pushed Swoop so hard that he landed back but was luckily caught by Snarl. Slug pointed his finger at Swoop and screamed, “You keep your mouth shut! I’ve had it with your happy asset attitude all the time!!!”

He faced the trembling Pegasus again and shouted directly in her direction only, “Stop crying, you little wimp! You don’t think I feel bad that I just lost the closest friend I ever had?! Of course you wouldn’t, BECAUSE YOU DON’T KNOW WHAT IT FEELS LIKE TO LOSE YOUR CLOSEST FRIENDS UNTIL NOW!!!! You’re just as WEAK and WORTHLESS as the rest of this world!!!!!”

Slug stopped yelling when the cyan Pegasus cried even harder than before and flew off into Canterlot. He didn’t yell anymore when he saw the Pegasus fly away. He didn’t yell anymore when all that heated glares were turned his way. He didn’t even yell when Bumblebee ran from the crowd and punched the Dinobot right in the cheek.

Slug fell back which released several gasps from both Autobots and ponies alike. He looked up and saw Bumblebee holding up his fists and a scowl present on his face. Slug chuckled and picked himself up. “You wanna go?! LET’S TUMBLE!!!”

Slug and Bumblebee leaped for each other. Suddenly, a massive blue wave appeared in front of them sending both Autobots to the ground. They both looked up to see Princess Luna with the worst frown they had ever seen.

She spoke even louder than before causing the mares to cover their ears. “THERE SHALT BE NO FIGHTING!!! WE CANNOT REMAIN SILENT AND WATCH AS WE ALL FALL PREY TO THE DISEASE OF CONFLICT!!! THOU ART FRIENDS AND SHOULD ACT AS SUCH!!!!”

“Sometimes I wonder.” Bumblebee growled and stood back up. His glare never left Slug’s, which is until Optimus Prime approached from behind.

Optimus frowned at both of them and said, “Princess Luna is right. Stop your fighting now.”

Both Slug and Bumblebee backed away from each other. Twilight Sparkle watched as Optimus faced the road where Rainbow Dash had fled. He began to walk towards it with only these words being said:

“I will find Rainbow Dash and bring her back here.”

Twilight stood up from where she was sitting and shouted, “Wait up, Optimus!” Twilight never liked funerals. It was always too much for her to handle. And besides, helping Rainbow Dash was more important right now. She soon caught up with the Autobot leader as they both entered the streets of Canterlot. The other mares exchanged looks before following as well.

“We’re coming, Dashie.”

____________________

The storm outside caused several Canterlot ponies to stay indoors from the pounding rain. Optimus Prime didn’t care; neither did the shivering ponies beneath him. They all were too focused on finding the hurting Pegasus.

She was somewhere in Canterlot crying her heart out….it hurt Optimus so much to see one of HIS Autobots blame a pony for the death of another. Optimus wasn’t the only one hurting, the mares below him couldn’t even imagine what their friend must be feeling right now.

She was probably blaming herself for Grimlock’s death.

Twilight looked up with her mane shielding her eyes to see Optimus Prime turning his head side to side, obviously searching. It wasn’t long before they heard the whimpering.

Optimus turned his head left and sighed deeply when he saw the cyan Pegasus curled in ball at the end of an alley. Her body was soaked in rainwater counting the puddle she was sitting in. He couldn’t reach her from the alley being so tight, so he just spoke out hoping she would hear.

“Rainbow Dash….it is alright…please come out of there.” Optimus gave his most calming tone as Rainbow wiped her nose. She didn’t even turn around.

“Don’t come near me….” Rainbow whimpered, “…or I might end up being the cause of your death too.” When she finished that statement, the Pegasus broke down into tears again.

Optimus sighed while his blue optics softened on the hurting pony, Twilight and the others began to approach but stopped when Optimus spoke to her. “You must understand, Rainbow Dash. I do not blame you for Grimlock’s fatality…no one does. Slug was just upset because he lost a very close friend of his. I feel the same way…but I do not hate you, Rainbow Dash. I care for you just as I care for each and every one of the species on this entire planet. You saved my life after all….how could I ever hate you?” Optimus asked sincerely.

After hearing his words, Rainbow’s ears perked up as she slowly turned her head towards the towering Autobot. Her eyes were stained with both rain and tears and her mane was a ragged mess. Even with Optimus’ calm words, she frowned and shouted, “I don’t need your sympathy, Prime!”

“Rainbow Dash!” Twilight screamed in shock. None of her friends ever lashed out on Optimus Prime! She looked up at the Autobot leader expecting him to start yelling…but was even more surprised to see his hand reaching for her.

Rainbow looked up and began to scrunch up into the wall when she saw Prime’s hand reaching for her. She glared at the hand as if it was going to explode right then and there. But it didn’t even harm her, Optimus’ grasp was so gentle that he calmly picked up the shivering pony and brought her to her friends.

“Understand, Rainbow Dash,” Optimus’ voice was stern but calm, “how can you truly be Grimlock’s demise…when he gave up his life to save each and every one of you? That is because Grimlock cared for you like his own kin, as do I. Grimlock would have never done what he did for an Autobot…not even me. Think about that…”

Optimus stood back up and watched as Rainbow Dash became surrounded by her closest friends. She stopped shivering when Fluttershy came up to her and gave her a big hug.

Fluttershy whispered into her ear, “Don’t blame yourself, Rainbow, please don’t.”

Pinkie Pie was next as she embraced her hurting friend. She calmly whispered, “I don’t like it when you’re sad, Dashie. I like it when you smile, when you’re happy.”

Rainbow tried to smile but still couldn’t as Pinkie and Fluttershy embraced her even harder. Their warmth intensified as Applejack came forward and wrapped her forelegs around the group. She smiled at Dash and said, “Sugercube, Ah’ve known ya fer such a long time that Ah already know fer a fact,” she jabbed her hoof in Rainbow’s chest softly, “that you are NOT a wimp. Ya don’t have ta cry anymore, hun.”

Now Rainbow Dash felt better, but still didn’t feel the same. Rarity quickly caught this and joined in on the group hug. With her tears joining Rainbow’s, she sobbed, “Rainbow Dash, we love you, darling! And we don’t want to see you sad. But if you must cry, than we all must cry!”

Rarity planted her body with the rest of the group. Rainbow Dash’s smile began to spread through her teary face as she saw Twilight Sparkle approaching to finish the group hug. Twilight smiled as a tear flowed down her cheek.

“None of us blame you, Rainbow. We know what Grimlock was because he cared for you as he cared for all of us. And we’ll never forget him for that.” She finished as she embraced the rest of her friends. Optimus sighed happily when he saw Rainbow Dash smile again.

She whimpered, “You guys….are the greatest friends ever.” When they broke off, the now happy Rainbow Dash looked up to Optimus Prime and sighed, “I’m sorry, Optimus. I didn’t mean to yell at you. I was just so mad and….I’m…I..”

“It is alright, Rainbow Dash,” Optimus said, “but time is short. We must head back to the castle to discuss several topics with Princess Celestia and Luna….I’m sure you all understand.”

They did.

One by one, Optimus led the way as the six ponies trotted behind him on their way back to Canterlot Castle. Rainbow Dash couldn’t stop smiling. Her smile grew bigger when the sun broke through the clouds and the rain stopped.

____________________

“This is not good, sister. We keep getting the strange feeling that…something bad is going to happen. We must put Canterlot in full alert in case the Changelings plan another assault.” Princess Luna admitted to her older sister.

Princess Celestia didn’t even turn her way as she continued to stare completely forward from her throne. It had been a very long day. Not only had calming the pony folks drained most of her energy, but just suffering through the death of an Autobot was too much for the sun goddess. It had been a very long time since an Autobot spark was extinguished….in fact, this was the only time….and it indeed didn’t feel right.

She lowered her head with her eyes closed. She mumbled something barely audible to her little sister. Princess Luna had to scrunch her head in closer just to hear what she had to say.

“Will putting Canterlot in full alert really solve this problem?” Luna was taken aback by this for a short moment before Celestia continued, “I do not feel comfortable about warning the pony folk. It has only been a few months since the last attack…and it feels just terrible to know that they have gotten so used to start going back to their normal lives….mourning the ones who were lost…and to just tell them that we are at full alert…I can’t do it, Lulu. I just can’t. It breaks my heart to see my loyal subjects simply cry over the ones who were lost so many months ago. Truly you understand…?”

Princess Luna sighed heavily. It would be very hard to inform all of Canterlot to take precaution to anything coming from the skies to try and annihilate them. Those were awful and terrible times…the worst Equestria had ever faced. And to do it all over again….

“I understand, Tia,” Luna sighed with her eyes beginning to burn, “but…what will we do?”

Celestia looked up for a short period before turning to her younger sister. Her face was hard as stone but her eyes were soft as clouds. She stuttered a bit before answering, “Hopefully….we will find out before….”

“Before….what, Tia?” Luna asked with her ears perked up.

Celestia shuddered at the thought and looked back; the Crystal was kept safe in its container. She couldn’t shake away the feeling that….that the Crystal will-

The doors opened.

Both Princesses looked forward to see some familiar Autobots and ponies walk inside. The towering aliens had to duck under the small door as they approached the throne of Princess Celestia. The sun goddess recognized the familiar Autobots to be Optimus Prime, Jazz, Ironhide, Perceptor, Bumblebee, Ratchet, and Wheeljack. The ponies happened to be the keepers of the Elements of Harmony.

“Princess Celestia!” Twilight shouted and ran up to her teacher’s throne. They both shared a sweet nuzzle before breaking off. Celestia looked at her with a soft smile.

“I am so glad you are all safe from your….capturing…especially you, my student.” Princess Celestia smiled and watched as her student back to her friends. There she caught Rainbow Dash shuffling on the ground. She cleared her throat and began, “Rainbow Dash,” the cyan Pegasus looked up with her head hung slightly, Celestia continued, “I hope you are alright. Luna and I had a stern talking to with the one called Slug. He won’t bother you anymore…I give you my word.”

Rainbow Dash forced a smile but still felt awful.

Princess Celestia and Luna both nodded before turning towards the Autobots. Celestia noticed that Prime and his followers had their arms crossed or hands placed on their hips, obviously waiting.

She began, “We may have a problem on our hooves…or hands I should say. It seems that since the Autobot attack on the Changeling Hives had proven to be most helpful, considering the fact that the entire Hives were demolished. But due to the sad fate of the Autobot Grimlock, we do not know if Queen Chrysalis is still alive, or what she is planning.”

“Perhaps…I could answer that, your highness.”

All the heads in the room turned towards the small Autobot. Jazz smiled. He loved getting attention. Seeing as they were all waiting for an answer, he began, “Swoop told me ‘bout somethin’. Says he heard Chrysalis shout these exact words: ‘You may have won the battle, but you will NOT win the war that is soon to come.’ If that helps out in anyway of course then I just wouldn’t want to be a waste of time.”

Princess Celestia gave a slight chuckle at Jazz, she calmly explained, “You’re not a waste of time. And that was very helpful information. Thank you, Jazz.”

Jazz smiled. “It’s my pleasure.”

Luna stepped forward and thought out loud with a hoof on her chin, “A war that is soon to come? If that is true, than we fear that it will not only be Canterlot in danger this time.”

Celestia nodded, “Of course, my sister. For the Changeling Empire is massive. Their numbers spread from thousands to millions. Who knows what kind of damage they can cause to Equestria with that army?”

“Again…can I interrupt?” Jazz slowly raised his hand. Celestia and Luna chuckled again and nodded. Jazz began, “Snarl told me…that when they were fighting the Changelings…something happened. He said they didn’t just fight Changelings…they fought Insecticons too. And I’m not talking ‘bout the Insecticon swarm….I’m talking ‘bout Sharpshot, Kickback, and Hardshell. He said they fought at least a hundred of ‘em.”

“Yeah,” Pinkie shouted and sped across the room while making bug faces, “I saw it with my OWN EYES! They were complete clones of those nasty bugs! I SWEAR IT!!!” She finished by resting on Jazz’s shoulder, her chest puffing in and out.

“How can that be?” Optimus turned his head towards the Princess of the sun, “There can only be one of each Insecticon. So how can there be clones of Sharpshot, Kickback, and Hardshell?”

Celestia sighed and rubbed the back of her neck. She looked up at Optimus and admitted, “Perhaps that is my fault for not telling you in the first place. Changelings have this special ability to allow them to morph into whatever host they choose. They feed on love from the host’s partner…or at least that is what Chrysalis had done. I had no idea they could actually grow in size and change into a Transformer.”

Wheeljack’s, Ratchet’s, and Perceptor’s optics grew wide as all of three of them approached the throne closer. Wheeljack stuttered, “W-Wait a minute, did y-you just say they could morph into us?”

“Yes…why?” Celestia asked with a brow raised.

Ratchet rubbed his fists and muttered, “We are a very dangerous and powerful race… And if others were to form into us….and not only are their numbers large….they are at least a million strong.”

Perceptor finished for the group with his hands swatting from side to side, “They have an army with millions of legions that can morph into us! Do you know what this means?”

Luna and Celestia gulped together while Luna forced herself to ask, “No…what?”

Perceptor stepped away and calmly muttered, “They can create a new Decepticon army that will be SO powerful…it will wipe out all life on this planet.”

The room was so silent one could drop a pin and hear it echo throughout the continent. Celestia nearly fainted as did her younger sister. All life as they knew it…could be gone from their kingdom. A Changeling army so massive that they can morph into Decepticons and can become even stronger….could be the end of Equestria as they all knew it.

“What do we do?” Celestia heard her thoughts out loud.

Twilight and her friends slowly turned their heads to the Autobot leader hopefully to try and get an answer…or even a response. Nothing. Optimus Prime’s optics were wide as they can be. His arms were limp as stared at completely nothing.

But what could he do? He had no idea if Megatron was behind all of this, or where Chrysalis was to stop her. The Changeling army, as they said was so powerful that just an elite team of Autobots alone could not stop an army this big. They needed help….or even better….a plan.

Optimus blinked for a while before his faceplate began to move and words came out, “We cannot allow war to spread throughout this world once again. If Megatron is truly the one causing all of this…than we will have a fight on our hands that will be catastrophic. If Chrysalis is not found as well, the results could be horrible. What we need to do is…”

The room lit up as a loud screech entered the room.

All heads turned to see the door open and a flaming bird enter the room with a scroll in its beak. It flew past the Autobots and landed on right on Celestia’s shoulder. It gave the Princess a short nuzzle before dropping the letter right in front of her.

Celestia smiled and said, “Thank you, Philomena.” The phoenix let out a small screech before flying off and landing on Bumblebee’s shoulder. The little Autobot flinched as the phoenix pecked at his shoulder.

“Whoa…this is pretty cool.” Bumblebee quietly said and scratched the flaming bird under her belly. Fluttershy giggled and approached Bumblebee and the phoenix.

“She’s quite a sight, isn’t she?” Fluttershy asked as Bumblebee didn’t say anything and simply nodded. He never took his optics off the flaming bird on his shoulder. Optimus slowly took his optics off Bumblebee and onto the Princess.

It didn’t feel right.

Celestia’s including Luna’s eyes were wide as saucers as they both read the letter. Optimus could see their chests beginning to pant faster and faster. Whatever they were reading…it was not good.

Optimus could she her lips muttering the words but they were too silent for him to clearly hear. When she finally finished, she put the letter down and scanned the room with horrified eyes. Optimus couldn’t stand it anymore and asked, “What is wrong, Princess Celestia?!”

Before she or her sister could even speak, the doors flew open as several Royal Guards spilled into the room with Shining Armor leading the way.

“Whoa, watch out now!” Ironhide yelped and lifted up his feet as several armored ponies ran right past him. When they finally reached the throne, Shining took off his helmet. His mane was a mess while his eyes were burning red. Sweat was dripping from his forehead as he slowly spoke.

“Princess Celestia, I don’t want it to be true but…the Changelings are attacking the Crystal Empire.”

Celestia’s jaw dropped as did each of the small mares’.

"No..."

Author's Note

Step one: Befriend Megatron.

Step two: Capture the Element Bearers.

Step three: Invade the Crystal Empire.

Step four: .....

Nightmares Do Come True

-CHAPTER XI: NIGHTMARES DO COME TRUE-

"Real Decepticons roll on treads."

-Brawl

INTEL: As a member of the Combaticons, Brawl enjoys the destruction he causes on his own, but always looks forward to the devastation caused by uniting into Bruticus. Brawl has the shortest temper out of all the Combaticons, making him a deadly opponent in battle.

____________________

“Ready the train at once!”

The six Elements stood at the Friendship Express while Princess Celestia and Luna had stood by to wish them good luck. And they were going to need it. Twilight’s mind was a buzz as she was trying to comprehend what was truly happening. The Changelings were attacking the Crystal Empire for pony sake! If they didn’t get there fast and fix all of this…something bad was truly going to happen.

Optimus Prime stood by the train with Jazz, Cliffjumper, Jetfire, Sideswipe, Warpath, Hound, Bumblebee, and Ironhide by his side. Each of them watched Twilight and her friends enter the train. Celestia and Twilight shared a quick nuzzle before she left.

“Good luck, my pupil,” Celestia cooed, “Please be safe.”

“I will, Princess.” Twilight smiled and entered the train. Optimus watched as Celestia trotted up to him and gave him a sorrowful and pleading look, as if this was bad history repeating itself and she felt horrified.

“Please protect my student, Optimus Prime, my sister and I must stay in Canterlot to warn the pony folk.” Celestia practically begged at Prime’s feet. Optimus could only nod.

“I swear they will be fine,” Optimus said and faced his Autobot squad, “Autobots, transform and follow the train!” Each Autobot formed into their vehicles while Jetfire zoomed across the sky. Each of the massive vehicles waited until the train started.

With a loud hiss, the train’s wheels spun to life and began to leave Canterlot with the Elements inside. Optimus Prime and his small team followed by driving on the outside of the tracks. Both Princess Luna and Celestia watched as the train left Canterlot…..and headed for the Arctic North.

“Good luck.”

___________________

It was quite a long ride.

Minutes turned into hours as the train kept getting colder and colder by the second. It wasn’t hard to know that they were getting closer to the Arctic North. Each pony could see their own breath as they cuddled up for warmth.

Fluttershy was a shaking mess that couldn’t even move because she was probably frozen to her seat. Her forelegs were practically strangling her own body to try and keep warm. It wasn’t only the cold that made her shiver….it was also fear.

Rarity was sitting glamorously on her little seat with a long scarf covering her body. Her head was lifted triumphantly while the rest of her friends nearly froze to death….which sparked another argument.

“Dog g-g-g-gannet, Rarity,” Applejack shivered through clattering teeth, “ya mind givin’ us some scarves?! We’re practically frozen back here!” She looked back to see the Pinkie Pie and Rainbow Dash cuddling each other for warmth…well Pinkie just hung onto the Pegasus while Rainbow looked as if Pinkie was just extra weight.

Rarity flipped her mane. “You all called me crazy for bringing scarves! It serves you right,” Says the ‘Element of Generosity’. After she had said that, Applejack looked as if she was going to blow a fuse, but Twilight interrupted them before it could get ugly.

“Girls, please be quiet.” Twilight sternly said and faced her head out of the window again.

Fluttershy took quick notice of this and asked, “What are you doing, Twilight?”

Twilight didn’t answer her shy little friend and kept her head facing the window. Her mind was only focused on the falling snow and the Autobots driving right on their side. Ironhide and Jazz were in her vision while Jetfire zoomed right over them. It was quite an amazing spectacle.

The violet unicorn herself did feel a slight chill run across her spine. But this wasn’t from the cold, it was like something from her past was coming back to haunt her…and her friends.

She closed her eyes.

‘Yeeeeesss….come to me…come to me, my slaaavesss…’

That same horrible feeling gutted her stomach and almost made her pass out as that dreaded voice continued.

‘It won’t be very long now….come to me and face your demise…’

‘…I want your blood….”

“No….” Twilight silently whispered as her eyes suddenly bugged out of her head, “NO!”

Each of her friends screamed. Fluttershy leaped and clutched onto the ceiling for dear life, she couldn’t stop shaking. Applejack and Rarity stopped arguing and looked at Twilight. Their eyes all full of confusion. Rainbow Dash lifted up her tired neck from Pinkie’s grasp.

“What the hay has gotten into you, Twilight?” Rainbow asked as her teeth chattered quietly.

Twilight didn’t answer as she gripped her seat. Her hooves were scratching the leather seats as Applejack approached her.

“You okay, sugercube?” Applejack asked with her voice as sincere as could be. Twilight looked around the room and saw nothing, the voices had stopped in her head and all that was left was the bright light coming from outside the window.

Twilight pushed her face towards the window and almost gasped when she saw it…

The Crystal Empire.

Twilight crawled away from the window and fell out of her seat.

“Twilight, dear, are you feeling well?” Rarity asked as she got out of her seat to help her up. But Twilight was already standing and heading straight for the door.

“We have to head back.” Twilight muttered and pushed on the door. The train suddenly hit a screeching stop causing the unicorn the head-butt the door with quite a lot of force. Rainbow Dash and Fluttershy couldn’t contain their giggles as Applejack and Rarity helped their friend to her hooves.

Applejack looked outside to see the green Autobot already walking passed the window. She sighed, “Ah guess we’re here.”

____________________

Bumblebee squinted to see a small light coming from afar.

“I wonder what’s out there.” Bumblebee asked no one in particular as the other Autobots finally approached. Optimus, Ironhide, Jazz, Hound, Warpath, Jetfire, Sideswipe, and Cliffjumper approached from behind in their robot forms.

Jazz lifted up his hand and felt the soft white particles landing on his hand, they melted on his deadly fist. He chuckled and said, “I’m really diggin’ this stuff.”

“What is all of this?” Warpath asked and kicked the white ground. Optimus truly didn’t know either, none of this stuff had arrived when they were on Earth, and these two planets shared a lot in common. And this stuff definitely didn’t exist on Cybertron.

His thoughts were once again interrupted by the door of train opening.

Optimus Prime turned towards the open door to see the six shivering mares exit the train and slowly approach them. Twilight was possibly shivering the most as she faced the light source from the far distance to travel.

She looked up at Prime and yelled over the winds, “Optimus, we need to go to the light! The Crystal Empire is there!” She pointed her purple hoof towards the light covered by the storm.

Optimus narrowed his optics and shouted, “Autobots, transform and roll for it!”

Once again, each Autobot transformed into their vehicle forms, all except Bumblebee and Sideswipe. The two Autobots watched the light source grow dimmer with each passing second. Sideswipe punched Bee in the shoulder playfully and shouted, “Let’s do this, ro-bro!”

Bumblebee turned his head towards Sideswipe as if he couldn’t believe what he just said. He asked, “Ro-bro? You gotta be kidding me.”

Sideswipe chuckled, “What? We can’t just call you Bee all the time. That gets boring!”

Bumblebee shook his head with a soft smile as he and Sideswipe both transformed. Each of them drove right past the trembling equines while Optimus stayed behind. He did catch a few of his soldiers gliding on the white grounds. He revved up his engine and blasted his tires across the ground.

Nothing happened.

Optimus Prime did it even harder and he still didn’t go forward.

“UGH,” Optimus grunted, “I can’t a grip on this ground!”

Twilight’s eyebrow slowly rose as she came up to Optimus’ side. “ Really, Optimus? You’ve never seen snow before? You can’t really GET a grip on snow. It’s very slick.”

Optimus stopped and said, “I see,” He opened up his car door and said, “How about you all hop in? It seems you don’t take kindly to this kind of weather.”

“Wow…thanks, Optimus.” Twilight smiled as she was about to step inside.

“Outta my way!” Rainbow Dash screamed and blasted inside. Twilight opened her eyes to see Rainbow chilling in the backseat with a satisfied smile on her face. When she finally stepped inside, she could see why Rainbow acted like this.

It was so warm inside Optimus Prime.

As Twilight took the passenger seat, the rest of her friends pilled inside and got comfortable as the doors shut on their own. Optimus Prime spoke.

“Hold on tight.”

Nopony got a chance to react before their heads hit the backseats.

____________________

The sound of tires running over snow was filling the inside of Optimus Prime. All the mares kept to themselves as the silence overtook the ride. Usually it was faster to get to the Crystal Empire…why was it taking so long?

The dark windows offered no assistance in seeing outside so looking around was hopeless. Twilight looked over to see Fluttershy trembling with her eyes darting back and forth. Claustrophobia must be kicking in.

The silence continued.

“Twilight…?” Optimus’ stern voice came.

The unicorn’s ears perked up as she lifted up her head. “Yeah, Optimus?” It was a short silence before he answered.

“….Why did Celestia look so worried? What is it about this….Crystal Empire that is so important?”

Twilight finally realized it was about time Optimus knew the truth of the Crystal Empire and its past. But before she could explain…her nightmare had come true…

A deep howling scream came from outside.

Each of the mares flinched from inside the Autobot leader as Twilight darted her head back and forth. The howl continued for a few seconds until it finally stopped. Twilight pressed her hooves against Optimus’ dashboard and screamed, “Optimus, you have to go faster!”

“Why, what is going on?!” Optimus asked with just as much urgency in his voice as was Twilight’s.

“NOW!!!” Twilight screamed.

Optimus didn’t ask any more questions and activated his nitro boosters. The six mares hit the back of the seats from the intense speeds of the great Optimus Prime. Pinkie Pie screamed joyfully as Optimus just kept on going faster and faster.

It wasn’t long before the sound of snow stopped.

Optimus hit the brakes so hard that each mare flew out of their seats and hit the front window. Their bodies painted the window as they all slowly fell off with a little bit of drool sticking to the window.

The doors opened as a bright light entered. The six mares stumbled out of Optimus’ vehicle form with their eyes dizzy and bodies falling all over the soft grass. Optimus transformed back into robot mode and saw all the angry glares he received from the mares.

He nervously rubbed his neck and apologized, “Sorry, my bad. Nitro boosters tend to control themselves.” Twilight wasn’t angry anymore. The warmth of the sun felt so good.

She slowly turned around to see the two red crystals standing proudly with the three small crystals floating above them. Beyond the entrance was not the beautiful sight they had seen before…this was truly worse than the attack on Ponyville.

Several hundred screams came from the crystal city. Smoke was rising to the air as several hundred black dots soared across the sky. The Crystal Castle stood through the apocalypse while the black dots started to crawl all over the outside of it.

The invasion had begun.

“By Primus…” Ironhide muttered as he and the other Autobots began to walk forward. Twilight still couldn’t believe the Changelings had gone this far. They had once tried to attack Canterlot and that failed horribly. But now that they were attacking the Crystal Empire, Twilight didn’t know how to stop them.

But Optimus did.

A loud cocking sound came from behind as each pony turned their heads to see Optimus Prime with his path blaster in tow. He lifted up his weapon and faced the battlefield ahead; he heard the screams of several ponies coming from the city.

Pointing forward, Optimus yelled, “Autobots, roll out!”

Jazz whipped out his scatter blaster while Cliffjumper activated his subsonic repeater. Bumblebee and Sideswipe both activated their neutron assault rifles while the bigger Autobots pulled out the heavy weaponry. Ironhide, Warpath, and Hound’s right hands transformed into Cybertronian heavy weaponry including: the A-4 Pulsar Cannon, the Thermo Rocket Cannon, and the Chaos Rift Combustor. Jetfire didn’t choose a weapon and instead transformed into jet mode as he hovered above the ground.

“I’ll take care of the Changelings in the air!” Jetfire screamed and soared off. The rest of the Autobots sprinted for the Empire under attack. Optimus stayed behind with the ponies looking at him with intent.

Fluttershy gulped and stammered, “Optimus…w-what do we do?”

Optimus looked down at the shivering Pegasus and softly rubbed her mane. He stood back and said, “Stay close behind me…we’re going after Chrysalis.”

____________________

To say that fear can take control of one’s body…it did.

The Changelings attacked with no remorse and absolutely no mercy. The crystal ponies were scattering across the ground as the black bugs tried to bite them. They were even more frightened to see giant monsters enter their home.

The Autobots charged forward with guns blazing and gears grinding as they shot away at the nearest Changelings. They would get lucky and actually hit a few of them…Changelings were hard targets to hit. There they ran. The Autobots followed the tiny ponies that were leading the way to the Crystal Castle; they must’ve known that Chrysalis must be there.

“How many are there?!” Cliffjumper screamed as even more and more Changelings obscured his vision in a black swarm. Jazz used his shotgun to clear a path for his friend. When the Changelings fell to the ground, Jazz chuckled.

“It doesn’t matter how much there are, it matters how many you kill!”

Hound rolled to cover behind a crystal house and fired several missiles from his A-4 Pulsar Cannon. The sticky bomb stuck to a large group of Changelings as they all exploded from the power of the cannon.

“Changelings on your right!” Optimus shouted. But these were not Changelings.

The Autobots stopped in their tracks…as did the mares. What was standing before them was like a mirror. More like a gigantic mirror! Right in front of them were complete copies of the Autobots and their leader. Optimus Prime tilted his head as did his double ganger; Bumblebee slowly approached his twin and reached out his hand. The copy did the same and right before their hands could touch…he punched the original across the face.

Bumblebee and his clone battled on the ground while the Autobots fought their copies. The six mares screamed and got closer to a small crystal house to watch the battle unfold.

Ironhide punched his twin across the face causing the clone to fall on his chest. Sideswipe had to fight at least three of him which was very confusing to keep track of which was the real Sideswipe. Optimus Prime gripped the throat of Optimus Prime and violently jammed a sword straight through his optics.

Optimus Prime fell to the ground with his head torn apart. It soon revealed itself to be a dead Changeling allowing the mares to sigh with relief. The massive double ganger shrunk down from Prime’s size and returned to its original once it had died.

Another clone of Optimus Prime attached himself to his back. Optimus ripped the clone off of him and chucked him across the hard gravel. He faced the Crystal Castle and yelled, “We don’t have time for this! Autobots, follow me!”

Only Jazz, Bumblebee, and Ironhide managed to escape the battle and follow their leader closer to the castle. Bumblebee looked back and shouted, “Come on, ponies! We need you!”

Twilight didn’t know for sure but….why did it feel like that truly meant something this time?

With as much courage as they could muster, they ran out from their hiding place and into the war-torn battlefield of the Crystal Empire.

____________________

Queen Chrysalis’ plan was finally coming together. Step one and two were completed. Step three was getting close and closer as she heard the explosions of and cries of certain ponies. She smiled with her fangs showing.

There she stood, in the center of the Crystal Castle with several of her guards protecting her from any unwanted guests. Nopony had even tried to attack her…but she knew they were coming. With her was the possibly one of the strongest devices ever in Equestria history…her plan involved it.

This was going to change Equestria…the Changelings WERE going to rule this land!

A slight whimper caused the Queen to open her eyes to see a bloodied Changeling in front of her. He coughed up more green blood and said, “My Queen, they’re coming!”

Queen Chrysalis smiled.

“Excellent.”

____________________

They fought through even more Changelings. But the four Autobots fought proudly and didn’t stop their train of destruction. They had cleared a path for the six equines with ease as they all approached the Crystal Castle.

Twilight’s face was trapped in horror. The once glorious empire they had saved was under attack. This time they couldn’t save everypony that ran pass them, screaming as they did so. All they had to do was suck it up and gallop forward to the Crystal Castle.

Optimus stopped just a few hundred feet away and walked. The Changelings had stopped attacking them which was the smartest thing they could do right now, allowing Optimus Prime to observe this castle more and more.

He got a bad feeling. Something in the near future would involve this castle…and the Autobot traitor.

Twilight was terrified out of her mind. This once peaceful empire was infested with the plague of war…she felt as if the fate of Equestria would begin in this very empire. She looked up and saw the Crystal Castle getting closer.

“OPTIMUS! It’s Queen Chrysalis!” Twilight screamed.

____________________

The Queen of the Changelings couldn’t stop smiling as the four towering aliens approached her and her guards. With them were the six ponies. She smiled even wider and shouted, “Oh, it’s so good to see you all again!”

“Buck you!” Rainbow Dash screamed. The Queen didn’t do so much from the insult. Her smile kept getting bigger as the laughter soon started.

“I see you have all come to see the resurrection unfold before your very eyes!” Chrysalis laughed at the expressions of the Element Bearers.

The orange one stepped forward and pawed at the ground. “Ah’m gonna buck ya inta next Tuesday if ya don’t give up now!” She screamed.

Queen Chrysalis paid her no heed and looked at the purple unicorn. Her expression was a mix of horror and anger which made the Queen laugh with delight. She lifted up her black hoof and yelled, “This is the beginning of our legend! This day shall be remembered in all of Equestrian history!!!"

“Not if we stop you first.” A deep and stern voice came. Chrysalis looked up to see the aliens point their weapons at her. The six Elements pawed at the ground except for Fluttershy who just wore an expression of pure terror.

Chrysalis opened up her wing.

“Try and stop us now.” Chrysalis hissed as she pulled out the relic between her wings.

Twilight’s heart skipped a beat as she watched in horror as Chrysalis pulled out the Crystal Heart from underneath her wings. She levitated it to the ground in front of her as her laughter drowned out the screams from the crystal ponies.

“What are doing with that, you cur?!” Rarity wailed as she looked at the Crystal Heart with big teary eyes. She never wanted to return to dreaded warfare. She just wanted to go home and let all of this be over with…

….but what Chrysalis did next…would spark a new war.

Her eyes grew a little brighter than normal as she levitated a broken shaft from underneath her wing. The shaft was a black with a hint of red at the tip. Twilight’s eyes grew so wide that they would pop out of her head if she didn’t stop herself from screaming first.

If her heart skipped a beat…she almost had a heart attack when she finally realized what the shaft was.

It was a horn.

Right before any of the ponies could react, or before the Autobots could fire, Queen Chrysalis screamed a battle cry and drove the horn straight into the Crystal Heart.

It was all too silent.

Twilight felt a gust of wind and turned her head to see the bright blue skies suddenly going dark brown. The snow started to fall on the empire causing each mare to shiver in both cold and fear. That same screaming howl came back even louder as Optimus Prime and his small team of Autobots looked around frantically.

They had no idea what was going on.

But Twilight did.

She looked back and saw the Crystal Heart with the horn dug deep inside of it. The heart began to break as little cracks formed all over the peace-keeping relic. That horrible howl filled all their ears as Queen Chrysalis laughed in total victory.

It all happened so fast.

The Crystal Heart shattered. A dark shadow overcame the entire castle until it made its way downwards and onto the horn. The shadow rose so high that the pieces of the Crystal Heart fell on each equine.

She couldn’t help it. Twilight screamed in horror as the shadow erupted and those glowing green eyes with dark red iris’ remained floating above the darkness. All that was heard was this new laughter filling the howling winds along with Chrysalis’.

It was a dark….evil laugh.

Optimus Prime couldn’t believe his optics. He watched as this new….unicorn slowly descended to the ground with a trail of darkness following behind him. It was obviously a male. He had a long red robe on his back along with several pieces of silver armor on his legs and chest. His mane looked as if it was made of pure shadow along with his tail. His mouth opened revealing sharp fangs and a long tongue. When he opened his eyes, a purple trail of smoke escaped as he glared straight ahead.

After what felt like many years, Twilight Sparkle actually whimpered when he looked at her.

He spoke.

“Yessss…..revenge…is……MINE!!!!!!”

His green eyes exploded with dark lightning spreading across the ground. Optimus Prime, Jazz, Ironhide, and Bumblebee were blasted back by this strange energy and hit several crystal buildings. Twilight and her friends scattered as the dark lightning nearly singed them. When Twilight looked up from where she was laying, she gasped when she saw the lightning creating several dark pillars of crystals to rise out of the ground.

“CRYSTALS!!!!!”

Optimus Prime stood back up and shouted, “Autobots, attack!”

The shadowed creature watched as those strange monsters started to run forward with powerful blasts soaring from their arms. He looked back to see the creature that had resurrected him. He wasn’t yet at full power and needed a place for refugee to regain his strengths.

“YOU,” The creature pointed at Queen Chrysalis, “YOU’RE COMING WITH ME!!!!!”

Queen Chrysalis couldn’t stop smiling as the shadow creature shot a blast from his eyes that struck the Queen. Chrysalis laughed manically as both she and the shadow flew out of there in a large dark wave of energy. The Changeling army followed close behind the shadow as the Crystal Empire was abandoned…..leaving only the shivering ponies.

Silence was all that remained along with the howling of the heavy winds.

Twilight Sparkle’s chest rose and fell. Her eyes darted back and forth. Her fears had grown so large that she could barely stand up. The snow fell on her back causing the trembling unicorn to shiver profusely.

But she stood up anyway.

She looked around to see the snow falling at a fast rate and the sun gone. The peace that held this empire together was gone….leaving only chaos. The rest of her friends came to her side as Twilight trudged forward to the remaining shards of the once active Crystal Heart.

She looked down to see the destroyed Crystal Heart about to be concealed by the falling snow. Her eyes began to burn despite the freezing temperatures and she let the dam break. Her cries alerted her friends to quickly comfort her.

“Sugercube, it…it’s okay…we’re gonna be fine.” Applejack said with her voice trembling.

Rarity heard Twilight wail in despair and press her hooves against her eyes. She embraced her hurting friends in a tight hug so that she could calm down. But she didn’t.

Twilight wouldn’t stop crying. The Crystal Heart was destroyed. And now….HE came back to seek revenge. They had failed….they failed the crystal ponies….they failed the Princess….they failed Equestria.

Her ears flinched when the sound of footsteps came to their side. Twilight looked up with teary eyes to see the Autobot leader and the rest of his team kneel down to her level. Her face was freezing…the tears had probably begun to freeze at this moment when the snow had hit her face.

Optimus Prime gently stroked Twilight’s head and looked down at what remained of this so-called Crystal Heart. There was nothing left. All that remained were several shards on the ground.

Twilight’s delicate little voice entered his hearing processors.

“O-Optimus…please….can we go back to Canterlot now?” Twilight whimpered as her lower lip began to quiver. Optimus looked back to see the six equines in a group hug to hold together their body heat.

He nodded. “Yes…” He turned back, and in a defeated tone spoke, “Autobots, head back to Canterlot…we have failed.”

Jetfire led the way with his head low as the towering giants slowly left the Crystal Empire. Applejack picked up the crystal shards and placed them in her hat right before Optimus picked them all up. His gentle grasp around them caused the six mares to stop shivering.

As they were leaving, Twilight looked back from Optimus’ hand to see the crystal ponies surrounding the new dark crystals that stood in front of the Crystal Castle. Their skin wasn’t bright or shiny….it was dull.

She heard them speak.

“He’s back….I can’t take this anymore!”

“What are we gonna do? Without the Crystal Heart….we’re hopeless.”

“Were those giants trying to fight the King? They didn’t do a very good job.”

“It’s hopeless….he’s back…I don’t wanna be put into slavery again!”

“Celestia help us.”

Twilight allowed another tear to fall from her face as they abandoned the Crystal Empire. Throughout the long journey back to the train, Twilight couldn’t get the feeling of guilt out of her stomach….and the feeling of fear as well.

And she should feel this way.....because King Sombra had returned.

I Am Alive

-CHAPTER XII: I AM ALIVE-

"Clarity of thought before rashness of action."

-Shockwave

INTEL: Shockwave is emotionless and detached from others, which allows him to use pure logic in order to further his own plans. Experimenting with Spacebridge technology, Shockwave is able to open portals to other worlds and extract images of native life forms. He's known for using his scientific knowledge to reformat prisoners of war into hideous abominations.

____________________

TELETRAAN LOCATION COMPROMISING…

SUCCESSFUL

LOCATION: CYBERTRON

-SHOCKWAVE’S OBSERVATION DECK-

“Shockwave’s log 7723B: After my exile of planet Equestria, it has been many mega-cycles while traversing space to find my home planet. But of course, Kaon wasn’t constructed in a day. I was patient and eventually arrived to the home planet of all Cybertronians; Cybertron. I hope Octane will be awaiting my arrival shortly….*static*.”

“Shockwave’s log 7723C: It turns out, that after my absence of planet Cybertron, Octane just wasn’t fit to rule the rest of the Decepticon army. He is now a wanted fugitive for abandoning the battle against the dreaded Autobots. The problems just seemed to keep growing…my precious Space Br*static* has been overtaken by the Autobots…I must take it back….at all costs.”

“Shockwave’s log 7724A: Reforming and rebuilding the Decepticon army took a lot of willpower…and Energon. I can still hear my precious soldiers begging for Energon cubes as I record this message. Thankfully, not all of the elite Decepticons had fallen. I had found the Terrorcons almost depleted at the very depths of the Space Bridge….I had saved them just in time. With the new Decepticon army growing with my leadership…we will succeed in taking the Space Bridge back…for the good of the Decepticon cause.”

“Shockwave’s log 7724B: Another day, another failure. It seems my tests have grown quite weak ever since Grimlo*static*testing. He is my most precious pet….and always will be. But I digress. We all must move on sometimes. And I will….get through this. The plan will succeed.”

“Shockwave’s log 7724C: The Decepticon army is growing…as is my impatience. I have received word from the primitive world formally known as Earth…that Trypticon….has awakened. I fear that Mega*static* will have my head as soon as he realizes….it was me who brought him back to life.”

“Shockwave’s log 7725A: Today was very promising. The army was completed but not powerful enough to take back the Space Bridge under Autobot rule. My recent discoveries have proven to be most useful…for I have found and reactivated several hundred Decepticon Leapers at my will. The Decepticon army is ready. It grows in the thousands each day. Funny, the Decepticons are calling me ‘Lord Shockwave’; apparently they believe that my master had abandoned them to our dying wasteland of a home. But it is not true. There is only one Decepticon leader….and his name is and will forever be…lord Mega*static*.”

“Shockwave’s log 7725B: As I see the several hundred starships lowering themselves to the devastated grounds of planet Cybertron, I could only imagine Megatr*static* being so proud of me. His anger would have subsided, due to the horrible fact that I was Trypticon’s awakening. His army would soon grow to a point that can even capture the strongest planets in the known galaxy. I only dream if Mega*static* will allow his massive army to lay waste to the planet known as Equestr*static*.”

“Shockwave’s log 7725C: Things keep getting better, but I keep growing impatient. We have found and awakened an entire squadron of at least 500 Decepticon Guardians. They have been abandoned in the Sea of Rust. I still feel the horrible memories forge through my circuitry when I remember my past deeds in that dreaded wasteland. The Sea of Rust will always be a dead land…along with the rest of Cybertron…*static*.”

“Shockwave’s log 7726A: The more I make these audio logs, the more insane I grow. Losing my left arm to my precious pet has rendered me physically disabled to do normal lab procedures. I hear the Decepticons ranting my name outside these doors….wanting the lust and power to take over the Autobots….how can I deny them fresh Energon when they see it?”

“Shockwave’s log 7726B: Today…was horrible. My scouts have captured a female Autobot spy. They brought her to me, in hopes of extracting information. Luckily, I didn’t lose any of my torturing abilities during my times with those dreaded pon*static*. I found out soon enough that her name was Chromia, a terrible name for a pitiful Autobot. We extracted enough information out of her and then….I killed her. I still know I am indeed emotionless…but when you take the life of another…especially a female Autobot…I do have a spark after all…and it hurts…*static*.”

“Shockwave’s log 7726C: It turns out, that the information extracted from the deceased Autobot had proven to be most resourceful to our cause. The Autobots have been hiding a dreaded secret all these mega-cycles…and now we know what it is. The ancient Autobot titan, Metroplex, had run out of Energon to fuel him. The Autobot’s most powerful weapon…was in stasis….it is time for the plan to unfold…and time….is what we truly need.”

“Shockwave’s log 7727A: The Decepticon army is ready at last. After many mega-cycles of planning and waiting…it is time to take the Space Bridge. The soldiers have been quite patient as have I. They do not need to wait anymore for our attack on MY Space Bridge is commencing soon enough. Wish me luck…for I am leading them to victory…*static*.”

“Shockwave’s log 7727B: I have returned beaten….and broken…but satisfied. The Space Bridge is ours once again. As I am recording this message, I watch in complete amazement from my observation deck how my Space Bridge acts…it is like a sparkling….so young with such potential. As of the news of the Autobots, they have retreated like the cowards they are. Without the aid of Metro*static* they couldn’t stop us.”

“Shockwave’s log 7727C: After the celebration from capturing the Space Bridge, I resided from the rest of the Decepticons to continue to work on our army strategies. I always like to be detached from others. During my time in the ancient Cybertronian Archives, I couldn’t believe what I found. Decepticon Heavy Soldiers, Decepticon War Machines, Decepticon Tanks, Decepticon Brutes, and an entire army of ancient Decepticon soldiers all in stasis. All it took was a little flip of the switch…and now…I have control of Cybertron’s ancient soldiers that rise to the hundreds of thousands…*static*.”

“*static*wave’s log 7728A: I have finally done it. I have constructed a Decepticon army that was even larger than Mega*static* during the end of days. The size of the army is approximately 1,694,739,422 Decepticons. During the end of days, Megatron’s forces only stood in the 100 millions. My massive armada is strong enough to attack and conquer three solar systems. But all we need to do now…is wait for orders.”

“Shockwave’s log 7728B: Time goes by. Now the only things that keep me company are my star charts….and my own thoughts. I took this long waited time to actually observer myself. I couldn’t hold back the fact that I was a cold, calculating, merciless, and deadly Decepticon scientist, nothing more…nothing less. Every cycle I stay in this accursed room, it only fuels my insanity. I feel an emotion building up inside of my spark…it is disgusting. As time continues to slip away from my cold grasp, with an entire Decepticon army to lead but with no plan from my true master, I feel….alone…*static*.”

“Shockwave’s log 7728C: No word from the Autobots, nor from lord Megatr*static*. I am beginning to regret awakening an entire ancient Decepticon legion. Energon is growing increasingly low with the Energon Mines depleting. They cry of hunger outside my door…but I cannot feed them….I grow hungry as well…*static*.”

“Shockwave’s log 7729A: My recent tests have shown that in different universes there are different times. Let’s take the planet of Equestr*static* as an example shall we? A mega-cycle on Cybertron would only mean a few minutes on the pony world. A year on Cybertron would only mean a day on the equine planet. These time zones are easy to track with my new and improved star charts. But on the downside…it requires a lot of Energon to track that retched planet. I must save as much Energon as possible before the horrible truth may reveal itself. We might have to abandon our home to find another…to allow the Cybertronian race to survive.”

“Shockwave’s log 7729B: The day of rapture has arrived at last. I have received a message...from lord Megatron. So it appears this will be my final log entry until another time. Long live the Decepticons…and long live Megatron…*static*.”

Sighing very deeply and backing away from his newest audio recording was the Decepticon second in command…Shockwave. It was indeed time. Time to stop watching the Decepticon army grow, time to stop tinkering in the lab all day, time to stop hearing the cries of dying Decepticons, it was time…to listen to his newest message received.

His observation deck was quiet as the Decepticon scientist trudged his way to the computer. It was so lonely in there….with only his thoughts to keep him company. But Shockwave would not have to worry anymore. He approached the computer and looked at the dark screen. He saw his own reflection for what felt like the first time.

He saw himself…like he REALLY saw himself.

Shockwave brought up his right hand and touched the side of his flat face. His glowing purple eye reflected across the smooth black glass of the computer. It felt as if he was staring at a stranger. His sight flickered downwards where he was met with a horrid sight.

That long barrel of a weapon replacing his left arm.

The pain he had suffered being repaired was unbearable. Grimlock had done a number on him that was for certain. His left arm being ripped off and eaten as if it was just tasty Energon to the hungry beast.

But enough of the nightmares, time to get down to business.

Shockwave touched the activation switch and watched the computer come to life. The screen reflected a blue light that filled the dark room with a little bit of life. After so many experiments and observations of primitive worlds, it was good to have some light.

After it was done loading, Shockwave began to search for his newest messages. It was extremely difficult to do it with only one arm. The other just swaying side to side like the deadly blaster it was. After several minutes of tinkering and locating, he had found it.

“Finally…the time has come.” Shockwave muttered and opened up the message.

It was a very long message, mostly about how things have gone for the Decepticons ever since they arrived on Earth. And it turns out; Shockwave began to get worried as the message explained Trypticon’s awakening. But it was strange; Megatron’s message didn’t even sound as if he was angry about it. Maybe he didn’t know it was him. So he continued to read.

As the message kept getting longer, so did Shockwave’s fury. His right fist clenched in anger as he read when the Decepticons and Autobots returned to Equestria, and how the Decepticons are allies with these creatures called “Changelings”. Shockwave shook his head while questioning the long awaited message.

“Lord Megatron would never form an alliance with an alien species. Something is not right here...” Shockwave growled and continued to read. His head moved back and forth until it stopped.

His anger was gone.

And something else was present.

He read the lines as if it was a dream come true.

“I have a plan that will grant life back to our home world. But I need you to rebuild the Decepticon army back on Cybertron and repair the Space Bridge. For when we are on this planet, we will suck the energy dry and reboot Cybertron. We need you to lead the Decepticon army for a planetary invasion of this pony world. Do this…and victory will be ours.”

Shockwave backed away from the computer in complete astonishment. His dreams have come true. Megatron had answered his pleads and prayers. He wanted to kneel right then and there and thank Megatron for everything…but he would have to save his excitement for the rest of the Decepticons.

An invasion of Equestria was Megatron’s master plan.

____________________

As Shockwave stood on his mighty platform, he watched in honor of lord Megatron as the several Decepticon starships lowered themselves to the tattered grounds of Kaon.

Decepticon starships. These massive air warriors dominated the skies during the war for Cybertron. Shockwave could easily remember during the final days that these ships were used to attack the Autobot’s home city of Iacon. They were merciless and devastating ships.

That’s why there were so many of them. If there was to be an invasion of the pony world, the Decepticons would need as much firepower as possible to wipe out all indigenous life.

It wasn’t just the starships that the Decepticons had, Shockwave lowered his gaze to see the several hundred Decepticon soldiers lining up to enter the starships. The Decepticons were all in square formations, each group having at least one hundred soldiers each. One by one, each large group of Decepticons entered the massive starships.

With the Decepticon Heavy Soldiers piling in, several tanks and dropships entered the starships. They were using all the essentials they needed for this assault.

Shockwave couldn’t believe it.

It was REALLY happening! The Decepticons would finally be heard throughout the galaxy as the first species to conquer an entire alien planet. Once the Space Bridge was ready, Shockwave would lead the Decepticon army through the portal to the equine planet waiting on the other side.

This would take many mega-cycles to complete.

Shockwave turned his gaze right to see the Space Bridge tower reacting to the last remnants of Energon being deposited from the mines to its power core. This was their last bit of Energon they had on Cybertron…it would be all worth it.

The Decepticons were going to get more to reboot Cybertron.

“Once Megatron’s gives the signal, I will unleash the true power of the Decepticons on those worthless ponies! They will fall before our might in mere seconds. Nothing can stop us now.”

Shockwave placed both hands behind his back. He gripped the tip of his blaster as he watched the Decepticon army enter to the starships below him. Equestria will face its darkest hour soon enough. The Decepticon second in command looked at his Space Bridge, his purple eye gleaming in the sunlight.

“Nothing can stop us now.”

____________________

-IDENTITY: UNKNOWN-

I pushed open the broken scrap pile. I looked up to see that retched Space Bridge spinning uncontrollably. Sighing deeply, I backed away from the light and entered the dark concealment my team had been hiding under.

I looked forward to see the several blue optics and red lights turned my way.

One of them spoke in a deep cracking voice.

“Is it active?”

I sighed again and looked out the only opening I had made for me and my team. It was active. The Space Bridge was working with the last bit of Energon Cybertron ever had. I could feel my hand growing into a fist as my hatred towards the Decepticons grew larger.

The Autobots have lost the war.

They’re all dead…all of them. The only surviving Autobots…that I know of are Sky Lynx, Cosmos, the Protectobots, the Technobots, Alpha Trion, Elita One and her team, and us.

Not even we could stop the massive Decepticon invasion of the Space Bridge without Metroplex’s aid. His city form remains in the worn-torn grounds of Iacon…never to be awakened. We couldn’t do it…there is NO more Energon.

To make matters worse, there was ONE turning point after the loss of the Space Bridge. My team and I discovered one of our Autobot refinery transports. But what was most odd about it…was its ability to transform. It told us his name was Broadside.

Broadside…that brave, brave warrior…gave up all his remaining Energon for us Autobots to survive on. And although it was a mighty plentiful…one of the last Autobot titans in existence was put into stasis because of this sacrifice. It only brings back painful memories to see the powerful stare from Broadside…now I’ll see in my memories are those lifeless optics of his…

Beaten and broken, the last remaining Autobots found refugee on the outskirts of Kaon. Iacon could not support us anymore. Now we watch as the Decepticons are preparing the Space Bridge for some kind of invasion or something.

This is where my plan takes hold.

I looked back at my elite team of Autobots. There I saw Blurr, tossing and turning on the pile of debris he sat on. Arcee, rubbing her hands together and looking absolutely defeated. Hot Rod, his sleek armor dented and ripped apart from his several battles. The young kid could barely fight anymore. Springer, flipping a piece of scrap in the air and catching it with one hand. And my old friend…Kup.

I’ve never seen them look so down. Of course, these days anyone would be down to know that I was the one who lost the war for the Autobots. I had ordered the retreat of the Space Bridge. And now…thanks to my failure…the Decepticons were going to use it for something big.

I looked at Kup and nodded. He sighed with defeat and looked back at the ground.

Springer had looked up at me with hope in his optics. He asked, “When do we attack?”

I shook my head which was a clear sign that I obviously didn’t know. Springer caught the hint and slowly began to lose hope again. My team fell silent, not even Blurr could cheer us up this time.

I looked out one last time to see the Space Bridge reacting for the Decepticon cause; this was a permanent sign of my failure as the Autobot leader. But as long as we remain on Cybertron…the Autobot spark lives on proud and strong.

My name is Ultra Magnus…and I am alive.

Author's Note

This is the moment they've been waiting for. Eons of warfare has destroyed Cybertron, sending the entire planet into a massive shutdown. The Decepticons, leaderless, seek hope to the next in command, Shockwave. The ultimate risk to save their home world and restore Cybertron to a second Golden Age...is to consume another's rich energy source.

Equestria is the prime target for the Decepticon planetary invasion.

But there is still hope.

The Autobots are alive. Ultra Magnus rises out of the ashes from his fallen comrades to take an elite group of Autobots with him to change this terrible course of events from happening. Everything had led up to this moment.

Starscream's Betrayal

-CHAPTER XIII: STARSCREAM’S BETRAYAL-

"I am the leader of the future!"

-Starscream

INTEL: As the air commander of the Seekers, Starscream is as ambitious as they come. During the early days of the war, Starscream sold the military services of the Seekers to Megatron in order to one day usurp his Decepticon master and take command of Cybertron for himself.

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TELETRAAN COORDIANTES RECEIVING…

LOCATION: EQUESTRIA

-CANTERLOT-

It was a very sad day.

The train pulled up to the Canterlot station with the six mares piling out, their heads hung low and faces somber. They ignored the guards who offered to take them back to Princess Celestia. They just wanted to be alone.

The Autobots and their leader trudged past the guards and followed the Element Bearers into Canterlot. Optimus still didn’t know what happened. That strange unicorn had come from the so-called "Crystal Heart". Whatever the Crystal Heart was…it was gone now.

While Optimus was busy with his thoughts, the other Autobots didn’t feel very good when they walked into Canterlot. Warpath looked to his left to see several Canterlot ponies give him and his team angry glares before they stormed off. Why are they acting this way?

They saved them before.

Optimus still paid no attention and kept to his own thoughts, but the other Autobots had definitely wakened up and faced the wrath of Canterlot. All around them, ponies booed and shouted hurtful things at the heroes of Equestria.

Bumblebee felt a tomato hit him in the side of the face. He recoiled and blocked all the fruit that was being thrown at him. “Hey, watch it!” Bee shouted as more and more fruit kept getting thrown at him. The rest of the Autobots blocked the fruit while Optimus did nothing when an orange hit the side of his faceplate.

Twilight finally looked up when she had heard all these terrible noises. She looked back and stopped in her tracks. The rest of her friends looked up to see Twilight’s mouth agape, as if she couldn’t believe what she was seeing.

They all turned around to witness the horror.

All around, Canterlot ponies flung fruit and rocks at the friendly giants cautiously walking through the Equestrian capital. They yelled hurtful words and shouted at the only aliens that had ever arrived to their home and defended it.

A large grapefruit hit Cliffjumper’s face causing him to stop and momentarily rub out the stain. Rarity gritted her teeth and ran back, she stepped in front of her friend and screamed, “How dare you!?”

The Autobots stopped for a quick moment and looked back to see the white unicorn defending one of their fellow Autobots, while the other mares watched in awe. Optimus Prime himself stopped to see what would happen.

Rarity received all the angry glares the ponies gave. She didn’t even care. She pointed her hoof back at Cliffjumper and screamed, “How dare you throw fruit at the very people who saved your lives?! Why I never-!”

She was suddenly hit in the face with a large tomato.

Crying out and whimpering, Rarity clutched her face and tried her best to get the paste out of her eyes. Applejack and Pinkie Pie quickly came to her side while Cliffjumper blocked the fruit being thrown at his pony friends.

Rarity continued to cry now that her beautiful coat was tainted red; Cliffjumper frowned and quietly whispered to her, “Just keep going. I don’t want you to get hurt anymore because of me.”

Applejack and Pinkie Pie embraced their hurting friend closer as they returned to the rest of the group. Cliffjumper sighed and stood back up with more fruit and rocks hitting him in the back of the head.

The Autobots and Element Bearers made their way through Canterlot…with the hatred growing.

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“I do not understand how this could happen.” Luna quietly uttered and looked at the shards from the Crystal Heart. Applejack had gratefully shown the princess of the night what remained of the mighty relic once they had made it to Celestia’s throne room.

“Ah don’t either, yer highness.” Applejack sadly tapped at one of the dim-lighted shards on the marble ground. Her eyes drifted across the room to see Princess Celestia and Twilight in a tight embrace. She could hear the cries from where she was sitting.

Twilight looked up from her mentor’s chest, her tears staining her face as she cuddled closer to the princes of the sun. Celestia could hear her student cry out, “I’m so sorry, Princess! I failed you! Chrysalis escaped and King Sombra is back because we were too late to stop her from destroying the Crystal Heart and-!”

Celestia placed her hoof over Twilight’s muzzle silencing her. Twilight looked up with teary eyes to hear Celestia speak. “I know, Twilight. There was nothing you could have done. You must understand that I don’t blame you, your friends, or the Autobots for Sombra’s return…but I fear my other subjects have.”

Twilight wiped her nose and asked, “What do y-you mean, Princess?”

Celestia’s eyes softened as she answered her quivering pupil in a soft tone, “I had received news from Shining Armor before you all returned from the Crystal Empire. He told me that the mission failed and King Sombra had been resurrected from the destruction of the Crystal Heart. I had no choice but to put Canterlot in full alert yet again, it seems the ponies have already taken the news….badly.”

“Yeah, what’s up with that?” Both Celestia and Twilight turned back to see Rainbow Dash approach them. Her face was pleading and her ears hung low as she asked, “Why were they throwin’ stuff at us?”

“Yeah,” Pinkie yelled and immediately came next to Rainbow’s side, “that was SO mean that they threw fruit at the Autobots! What did they ever do to them besides fighting the Decepticons and almost destroying all of Canterlot and possibly putting all of Equestria in danger now?!”

Celestia’s eyebrow rose. Pinkie Pie literally just explained why the Canterlot ponies were so mad. She never could truly understand that pink pastel pony one bit. But she did forget one thing…

“Pinkie Pie,” Celestia began before looking around, “all of you, come here. I need to tell you something.” In a few seconds, the Element Bearers were surrounding the princess of the sun with Luna behind them. Celestia also caught the blue eyes of Optimus Prime and his Autobots focused on her.

She closed her eyes and began, “The reason that the Canterlot folks are being so rude…is because I have told them the news of the destruction of the Crystal Heart. I had no choice but to inform them to stay calm because of King Sombra’s resurrection. They took the news horribly and when I saw all of you coming back from the train station, it broke my heart to see my loyal subjects pelt you with such hatred…you must understand that I had no choice but to tell them….and I regret ever doing that. Now they all think that Optimus Prime and his team are a plague to this world and should be wiped out.”

She opened her eyes to see each mare with their mouths open as wide as possible. Pinkie Pie’s was almost touching the ground. Her sister, Princess Luna, gave her the most horrified expression she had ever seen.

It hurt her in so many ways. She couldn’t even imagine what the Autobots must felt about this.

The giver of the sun looked up to witness Optimus Prime sigh. The other Autobots shook their heads while most of them groaned in their own self-pity. Now they were hated…like things could get any worse.

The doors flew open to reveal Shining Armor and two of his guards.

They all watched as the Captain of the Royal Guard flew past the Autobots and quickly bowed at Celestia’s hooves. His snout almost hit the ground as he faced the princess. Twilight could see he was obviously stressed with several splatters of red juice on his armor.

He saluted and panted, “Your…your highness! We couldn’t stop them all. They want the Autobots gone…they’re scattered across the Canterlot grounds…all of them. You gotta put a stop to them, your highness.”

Princess Celestia sighed and stood back up to all fours. She looked up at Optimus Prime with a sorrowful look. Optimus could only nod as he walked with Celestia out of the throne room and into the long hallway to go outside.

Twilight had heard Optimus’ deep voice as the doors closed.

“Let us stop this.”

Twilight looked back up to see the rest of the entire Autobot team push open the doors and bend down to leave the throne room. She turned her head to her big brother. Shining Armor, being completely unaware of his little sister, turned his gaze towards her.

Her eyes were beginning to water.

A big brother had to do what he had to do. He grasped his little sister and pulled her in for a nice hug to calm her down. He didn’t want to see anymore crying out of her. As Twilight’s chin rested on his broad shoulder, he heard her speak.

“Why are they doing this, Shiny? Why?”

Shining Armor sighed, “I don’t know.”

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Twilight Sparkle and her friends all made it down the long hallway and out of the Canterlot Castle. When they approached the large doors, the sounds of screaming and shouting became louder.

“This can’t be any good.” Fluttershy whimpered as Shining Armor trudged past her with his two guards. They pushed open the doors where the setting sun met each mare with a bright explosion of light. Not only did sunlight meet them…but hate as well.

Twilight walked outside to see possibly ALL of Canterlot’s citizens in a massive crowd of angry shouts and hurtful signs. They held up the signs with all kinds of writing on them. She caught the words like, ‘Be gone, Autobots’ and ‘We hate you’. She couldn’t even bear to imagine how the Autobots might be feeling about all of this.

There they stood. The entire Autobot army; Jazz, Cliffjumper, Jetfire, Silverbolt, Air Raid, Slingshot, Fireflight, Skydive, Blaster, Ratchet, Perceptor, Wheeljack, Bumblebee, Slug, Snarl, Swoop, Hound, Warpath, Ironhide, Sideswipe, and Optimus Prime all stood behind Princess Celestia and Luna. The two princesses were obviously trying to calm everypony down.

Nosing their way in, Twilight and her friends stood by Shining Armor’s side next to Princess Luna. Twilight could truly see everything that was transpiring. Several hundred maybe ponies crowded forward and screamed several insults and tried their hardest to throw things at the Autobots. Most of them didn’t reach but one lucky pony hit Bumblebee in the cheek with a tomato.

Bumblebee groaned and wiped the fruit splatter from his face. Fluttershy began to cry when she saw her good friend be treated so badly. The princess of the sun saw this act of violence and raised her voice.

“Quiet down now! I order you all to…STOP IT! I am your princess and you will-!” Princess Celestia was saying before she was cut off by an even louder voice.

Everypony covered their ears when Luna spoke.

“BEEEEEE STIIIIIIIIIIILL!!!!!!!!!!!!!!!!!!”

Twilight took her hooves off her ears and looked to see Princess Luna standing on her hind legs with her hoof in the air. She dropped to the ground with her hooves banging on the hard gravel…it was the only sound heard. All of Canterlot was quiet now.

Princess Luna smiled and looked back at each pony. She winked.

Princess Celestia cleared her throat and spoke loud and clear, “Yes well…now that we have your attention…you must tell us what you angry about. The Autobots wish to know.”

After the fear of the Princess Luna subsided, one unicorn in particular stepped forward. Rarity scowled in disgust and took a step back, hopefully he didn’t see her. The unicorn stomped his hoof on the marble ground and shouted in an elegant voice.

“These ruffians have been nothing but trouble! Ever since they got here, they have caused so much grief and distaste for common culture that I can’t even LOOK in their general direction!” The unicorn shouted and stuck his snout in the air.

Princess Celestia’s brow furrowed at the unicorn. She said, “Prince Blueblood, now is not the time to be ranting about every little detail that the Autobots clearly don’t want to hear.”

The unicorn sufficed and pointed his hoof at each Autobot behind the princess. He shouted with a hint of distaste in his voice, “THEY are the cause for all this tragedy! We want them gone!” As he shouted those words, several ponies behind him yelled in agreement. He continued, “They are the reason that Discord escaped! They are what inspired the Changelings to capture the Elements of Harmony! And THEY are the cause for King Sombra’s resurrection!” He glared at what he presumed to be their leader. He shouted, “We would be so much better off without them infesting our world!”

Ratchet nudged Blaster and pointed at the white unicorn. “This fool is terribly misinformed,” Ratchet said as Blaster nodded in agreement. While the other Autobots obviously did not agree with Blueblood’s ideas, Optimus Prime did not feel very well.

With Princess Celestia and Luna shouting over Prince Blueblood’s arguments, Optimus placed a large hand against his forehead and thought for a few moments. He opened his optics and looked at the unicorn Prince.

“Optimus…what are you doing?” Twilight asked as the last of the Primes walked forward to the hateful crowd. Optimus past the two princesses and looked down at the large crowd. They booed even louder and shouted at him to go away.

Optimus paid no attention and looked at the male unicorn. He asked, “Do you truly believe that you will all be better off without us on your planet?”

Prince Blueblood smirked and said, “Yes! You hooligans don’t belong here! Just get off our home and never return!” Right before Rarity could unleash her rage on him like she did before; Optimus spoke without any sign of anger.

“If you truly think that you are all better off without us, than we will honor your decision and leave your world.”

Several gasps came from behind the last Prime, both from Autobots and the ponies. The six mares looked up to see Celestia approach Optimus Prime. She asked, “Optimus, are you serious?” She didn’t want him to be serious. If they left Equestria, than there would be nothing that could stop Megatron and the Changelings from invading and taking over Equestria. And with King Sombra on their side, there was no stopping them.

Twilight didn’t want Optimus Prime to leave. She cared so much for him and if he left them all again…she couldn’t bear to imagine all the suffering she had gone through trying to forget about the Autobots.

“But…”

All heads were turned towards the Autobot leader. Optimus Prime narrowed his optics at this so-called prince and spoke, “When Megatron unleashes his master plan and we are not here, what if we leave…” Optimus Prime leaned forward as Prince Blueblood and several ponies backed away from his head. His optics were hard focused on the Prince as he finished his statement.

“And you’re wrong?”

Prince Blueblood was speechless.

Optimus Prime slowly got back up and retreated into the Canterlot Gardens with the rest of his team following. Somehow…they didn’t feel welcome in the presence of ponies anymore. Princess Celestia looked back and shouted, “Return to your normal everyday activities! NOW!”

The crowd quickly dispersed into the city. Prince Blueblood gave a snort before trotting off with his tail flipping behind him. Sometimes even Celestia couldn’t stand that colt. It was a very stressful day for the two princesses. They had betrayed the Autobots and now want them off their planet…it broke her heart to see her subjects acting so horribly around the peaceful aliens that had saved all of Equestria from Discord’s wrath.

There were also six little hearts broken.

The five mares raced back to find their Autobot friends and hopefully cheer them up…but not Rainbow Dash. She sat on the ground and sighed to herself quietly, the two princesses nodded to her as they both entered the castle. Rainbow could hear them speak.

“Please raise the moon, Lulu. I wish to rest for a long time.”

“As you wish, Tia.”

Rainbow Dash sat alone. The sun was setting lower and lower every second. It wasn’t long before the darkness overcame the entire capital including the shivering Pegasus. She didn’t have any more Autobot friends…

Grimlock was her only Autobot friend that she felt closest to.

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Pinkie Pie chewed at her hoof as the temperature began to drop.

She had searched everywhere and she still couldn’t find the right Autobot. They had all scattered across Canterlot in hopes of nopony finding them…

‘Why do they want to be alone all of a sudden?’ Pinkie thought to herself as she came across one of Canterlot’s many ponds. It was truly a sight to behold. The bright crescent moon hung in the night sky that created a reflection across the pond waters.

Pinkie trotted across the bridge that led to the ponds. Her head gazed into the water; there she saw her own reflection.

“What are you waiting for?” Her reflection asked, “Jazz is out there feeling down in the dumps and you’re just sitting on your rump not doin’ a thing!”

Pinkie’s frown deepened as she sighed, “I know…it’s just that I can’t really find him right now…they want to be alone and…”

Pinkie’s head jerked back as her reflection slapped herself across the face.

“SNAP OUT OF IT, PINKIE PIE!” The reflection screamed while Pinkie rubbed her cheek in pain. The reflection continued, “This is Jazz we’re talking about! He’s always cool in these types of situations!”

Finally rubbing out the pain of slapping herself, Pinkie said, “Yeah…but what if-?” Something was holding the pink pony back. And she soon found out what it was.

Pinkie Pie jolted her head up when a loud splash reached her ears.

She spun her head around until she focused her eyes forward to see him. She almost shed a silent tear when she saw Jazz sitting at the edge of the pond while tossing small rocks in it. When the pastel pony finally caught up to her friend, she couldn’t believe how down he looked.

Usually Jazz always kept a positive attitude, but this was not right. He looked awful. Jazz turned his head towards the pink pony, his blue visor glowing in the darkness. He didn’t even smile and muttered, “Hey Pinkie Pie, how’s it hangin’?”

Pinkie Pie curled her lower lip and gave the saddest expression Jazz had ever seen. She approached his face and placed a tiny hoof on his cheek. Jazz heard her whimper, “Why aren’t you smiling? I loved it when you smiled.”

Jazz sighed and lifted the small pony from his face and onto the ground next to him. He looked at her with a face of pure defeat and muttered, “I don’t even think smilin’ will help us this time, Pinkie.”

She sniffled and asked, “W-Why?”

The Autobot was in silence and looked away and into his own reflection. There he saw someone he hadn’t seen in a long time….the face of someone who was truly hated. Jazz had never felt like this before, he always tried to keep his attitude up in any type of situation…but this was different…

He sighed, “I’ve never felt so….hated before. But I guess we do deserve it…we did bring war to your home after all. I feel just terrible about all of this, Pinkie.”

Jazz lifted up his head when he felt a soft presence on his right arm. He looked down to see the adorable pink pony nuzzling him affectionately. Jazz smiled after felt like so many years of not doing so. Pinkie Pie always had that sense that could make anyone smile.

As Pinkie lifted up her tear stained face, Jazz smiled her way which caused the pink pony to smile back. She jumped forward and landed in Jazz’s lap where he petted her head and scratched her back.

She laid her head down on his leg with a soft sigh and continued to embrace him. Jazz felt better…how this little pony could make him feel happy obviously didn’t make any sense. It made as much sense as Pinkie Pie herself.

“Keep smiling, girl.” Jazz whispered into her ear.

Pinkie Pie smiled, “Stay smooth, Jazz.”

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Rarity pushed the horrid wet leaves out of her way.

It got so much worse when night awakened and the cold overcame her shivering body. But her friend was hurting. He was somewhere in the Canterlot Gardens wallowing in guilt, her generosity would allow her charming good looks to be ruined for Cliffjumper.

Once she had passed a couple of bushes, the sound of footsteps arrived to her twitching ears.

The alabaster unicorn quickly got to cover and watched as the red Autobot trudged through the clearing. His feet stepped on several flowers and bushes as Rarity came out of hiding. There she saw Cliffjumper stop in his tracks and look at the ground in front of him.

Wanting to be noticed, Rarity politely coughed and asked, “…Cliffjumper? Darling, are you okay?” He didn’t answer, nor did he turn around. Rarity trotted forward closer to him, she could see the glowing red lights spread across his body.

She came up to his side and asked, “Do you…want to talk?”

Cliffjumper shook his head and muttered something barely audible, “If by talk, you mean me apologizing for distressing you and your people so much…than yes, I would LOVE to talk.”

Rarity gave her most somber of features; hopefully Cliffjumper would have seen this so he didn’t have to be so dismissive of her. When he didn’t turn his head, Rarity gave a soft smile and said, “Oh…Cliffjumper, it’s not your fault…or any of the Autobot’s faults. You would never distress me, dear. I just hope you find out soon what happened was because of somepony’s arrogance to want to cause such dread in her own home. Chrysalis has shown terrible ways that must be dealt with,” She placed her hoof on Cliffjumper’s leg and said, “It was NOT your fault, darling.”

Cliffjumper remained silent for a period of time until he answered her.

“Rarity, when Optimus told me and Jazz to go and find you out in the Badlands, I swore to return with all of you safe and sound,” He turned her way and narrowed his glowing blue optics, “What would’ve happened if we failed and you and your friends died in the Hives?”

The unicorn took a step back; obviously surprised that anyone would ask her this. When she didn’t respond, Cliffjumper continued, “I would’ve never forgiven myself. Optimus would’ve never forgiven me. This world would hate us even more than it does now. And now…AND NOW....they hate us!!!”

Rarity backed away from Cliffjumper’s anger clearly getting more afraid of him. She never saw him like this. Usually he was always having a good attitude, but she could understand why he was upset.

He continued while clenching his fists, “Love us…or hate us…we will defend your home no matter what. And apparently, being hated doesn’t give me the spirit I need to fight some Decepticons. But I guess that doesn’t matter now, you probably hate me and my team for bringing war to your world…and I do not blame you, Rarity.”

Cliffjumper sighed and faced away from her. Of course he didn’t want to talk about anything that had happened today. It always made him feel bad to hear his failures come from his own mouth. But what this little unicorn did…

Cliffjumper looked down to see the white unicorn shedding tiny tears. He was even more surprised to see her trying to climb, so he made it easy for her and bent down. She climbed into his arms and gave his giant chest a great pitiful hug.

The Autobot felt his knees quiver and he allowed himself to sit down. He held her tight as the whimpers escaped her lips and her head pressed against his chest. There they sat in the wet grass with Cliffjumper rocking her back and forth and Rarity crying in his grasp.

“I don’t hate you, darling,” Rarity sniffled, “How could I ever hate someone as friendly as you?”

Cliffjumper smiled. “You don’t.”

____________________

Applejack shifted in her hiding spot.

She had been spying on the tall red Autobot for some time. When night fell, she shook and wrapped her hooves around her body to keep warm. It wasn’t a very good hiding spot. Ironhide and decided to hide out at the entrance of the Labyrinth.

Applejack hated the Labyrinth. Those past memories made her clench her already shivering teeth. This was the place where Discord had separated her from her closest friends and made her something she wasn’t: a liar.

But there he was, Ironhide standing all alone at the entrance of the massive maze. It was as if he wanted to go in there and get lost.

It was getting colder, and Applejack had almost had it with the freezing night. She warmed up her front hooves by blowing into them, she could see her breath turn into mist and then fade away in the air.

After several more minutes of continued silence and continued spying, Applejack clenched her teeth and thought to herself, ‘The hay with it! Ah’m goin’ ta bed! Ironhide obviously doesn’t want ta talk.’ When she stood back up, Applejack silently crept away without looking back.

She made the mistake of turning her head one last time to look at Ironhide. Her hoof crushed a twig lying on the grass. Her entire body froze and cringed when Ironhide’s deep voice resounded in the cool night air.

“Who’s there?”

Applejack breathed in deeply and turned around. There she was met with the towering Autobot with his head turned towards her but his body facing the Labyrinth. Applejack could clearly see his arms crossed. The farm mare trotted forward and gave a soft smile.

“A friend a ’yers.” Applejack smiled while tipping her hat to the Autobot. Ironhide gave a chuckle and turned away from the mare.

Ironhide answered back after his chuckles died down, “A friend huh? Do you really believe that?” It was silent again. Applejack tilted her head as Ironhide still didn’t look back at her. What kind of question was that?

“Ironhide, sugercube, what are ya talkin’ about?” Applejack asked as she finally came to Ironhide’s side. She sat down and looked up at the Autobot with hope in her eyes. It quickly faded as Ironhide spoke again.

“Do you really believe I can be a friend to you, after what we did to your world?” Ironhide quickly frowned and tilted his head downwards. He saw Applejack’s eyes soften and her voice as soft as the wind.

“Of course Ah can,” Applejack sternly said, “Yer mah friend no matter what.”

Ironhide growled. Applejack slowly backed away as the Autobot said, “After what we have done to your home, taking refuge, fighting a war that was meant to end millions of years ago, almost destroying it to the brink of extinction, and possibly scarring everypony on this world!”

Ironhide glared down at the shivering mare and yelled, “We don’t belong here! You do NOT want to be my friend! The closest friends I ever had were either killed or forever scarred because of our tragic war! And since I like ya, kid, I’m gonna give you the choice to leave and never speak to me again, because I don’t want the horrible things to happen to you!!!”

He lowered himself to one knee and almost planted his face against hers, he still wasn’t finished and shouted, “I can’t be your friend. How about you do us both a favor and just GO AWAY!”

When he was finally finished, his anger extinguished like a fire being put out by blanket cover when he saw a tear fall down her eye, landing on her freckles. Applejack sniffed with her eyes ready to explode. Ironhide felt even worse with what she just did.

Applejack glared through teary eyes and shouted, “Well fine! If that’s the way ya think…then…then Ah won’t be yer friend anymore!!!”

Ironhide reached for her but it was already too late to apologize when she took off away from where he was and to the castle. He could hear her crying before her tiny form disappeared in the night. The Autobot stood back up. His anger was gone and only guilt remained. He never wanted it to happen this way. He just wanted Applejack to be safe…by hating him.

Along with the rest of Equestria.

“I’m sorry, Applejack.”

____________________

Fluttershy slowly pushed the door open.

Her light cyan eyes scanned the room until she found what she was looking for. She had followed him this far, ever since the sun went down and the high moon rose, she followed him to the ball room where the Grand Galloping Gala was held.

There she saw through the darkness was Princess Celestia’s statue and the moon entering the large window. The light of the moon scattered across the shiny ground where her eyes lifted up to see her old friend.

His head was low and all she could see were the glowing red lights and the single Autobot symbol. He was sitting at the very front of Celestia’s statue with his arms resting on his knees. Fluttershy cautiously stepped in and closed the door behind her. Once she entered inside the ball room, the Autobot didn’t move at all and continued to stare at the ground.

Fluttershy’s fear took the better of her and she tried to slowly walk out of the room to leave him in peace.

“Fluttershy.”

The Pegasus yelped and spun around with her hooves trembling. There she saw the yellow Autobot lift up his head with his glowing blue eyes reflecting off the polished floor. She gulped and slowly approached him.

“Bumblebee.”

The said Autobot lifted up his head to full height and forced a smile when Fluttershy approached him. She stopped right in front of him where Bumblebee softly rubbed his hand through her mane. Fluttershy’s entire body tingled at the touch of this Autobot; she opened her eyes to see Bumblebee’s face close to hers.

“I’m so sorry, Bumblebee,” Fluttershy heard herself speak, “What those ponies did to you wasn’t fair. I feel just terrible to see you like this. And if there’s anything I could do to make you feel better, let me hear it.”

Bumblebee’s blue eyes softened as he spoke, “There’s nothing you could do for me, Fluttershy. What those ponies meant by were true. We don’t belong here. We did bring war to your world. And worst of all…..I don’t even think we can stop the Decepticons this time.”

Fluttershy held her gasp in and continued to stare at Bumblebee’s face. All the while, she found herself getting lost in his eyes. Years of warfare and conflict danced in his optics that made the Pegasus shiver. What these Autobots went through…would be forever scarred in their memories.

She hid behind her mane, only one of her eyes visible. With an innocent flicker of her eyelashes, she asked quietly, “Bumblebee, I may have not known you for a long time but…I have to tell you something a very close friend of mine told me when the going gets tough…”

Fluttershy lifted up her hoof and softly placed it on Bumblebee’s cheek. The Autobot’s eyes softened and his smile fell to a look of sorrow. The butter Pegasus’ smile faded as well but she knew…she had to tell him.

“Never give up…be brave…because we ALL can make a difference if we try our hardest and prove that we are powerful on the inside.” She finished by placing a kiss on his forehead. Bumblebee’s eyes closed and his head fell back down.

The Pegasus backed away. With a helpful smile, she patted his head and whispered, “Be brave, Bumblebee, be brave.” As she turned away from the small Autobot, her ear twitched when Bumblebee muttered something to himself.

Or possibly her.

“I wish I could.”

____________________

Twilight Sparkle entered her mentor’s throne room.

The moonlight lit the room with an eerie white glow. Twilight sighed with relief when Princess Celestia wasn’t around and probably asleep in her own room. She crept inside with her eyes darting back and forth. She had followed him this far…and it looks like her journey was finished. In the darkness, she could see the glowing red lights appear on the outside of the throne room and on the balcony.

Twilight got to the entrance of the balcony where she heard Optimus Prime loudly speak.

“…I am Optimus Prime, and I send this distress signal to all of those listening above in the heavens. We are dying. Equestria is in danger. Help us….in this dire time of need.”

Twilight peeked out from the throne room and trotted out to the large balcony. If it could support a large metallic being, than it could obviously support a little unicorn. But Twilight felt uneasy. When she heard Optimus say those words, it was as if he was calling for help.

That can’t be true.

“Optimus…” Twilight said as the last Prime turned his head back, she couldn’t help but smile and ask, “Optimus Prime, are you calling for help?” He wouldn’t do that. He was the leader of the free Autobots, so why in the name of Equestria would he be calling for-

“Yes.”

Twilight stopped moving. She looked up to see Optimus Prime turned away from her and his focus clearly on the moon. Twilight stood at the edge of the balcony with him; there she could see all of Canterlot and Equestria at that. She saw what remained of Ponyville in the far distance. She saw the plains and the mountains cascading the land of her beautiful home.

The stars danced across the sky while Luna’s moon shined brightly which gave Optimus Prime a great reflection off his armor. Twilight looked up at him. Her smile grew as the thought of Optimus calling for help arrived to her mind yet again. Imagine, the bravest and strongest of the Autobots calling for help. What a funny thought, Twilight imagined!

She couldn’t contain her giggles anymore. Optimus looked down with a frown present when he saw the violet unicorn giggling all over the balcony floor.

“You…find this humorous?” Optimus asked with his voice lower than usual.

Twilight stopped laughing and seriously looked at the last Prime. Her smile left her face and her eyes turned soft. She began while looking at her hooves, “Well…I-I mean you’re the leader of possibly the strongest alien race I had ever seen! So why are you calling for help?”

Optimus faced the moonlight again and said, “We all need help once in a while, Twilight.”

“Not you!” Twilight accidently yelled too loud, Optimus looked down at her as she sheepishly said, “I mean, not you. You’re Optimus Prime. You can stop all of this just like you did with Discord. You can put an end to both Chrysalis AND Sombra. You know why? Because you’re unstoppable,” She got closer to him and quietly added, “You’re my friend and I believe in you.”

Optimus Prime turned her way, his optics narrowed on the little unicorn as he spoke, “Not even I could stop Discord by myself. I required assistance from very unlikely people. One being my most hated of all brothers: Megatron. And the other…..being you.”

Twilight’s eyes grew wider. She quickly asked with her impatience growing, “What do you mean? You don’t need our help. Slug was right,” Twilight looked at the ground miserably and kicked at the cobblestone, “we’re worthless and weak.”

She never felt so sad before. Twilight finally knew that her entire species were helpless. With Queen Chrysalis and King Sombra working together, and with Megatron and his army growing stronger, there was absolutely no way a bunch of little ponies were able to stop them all.

“Just because ones decision to say you are powerless and weak, doesn’t mean you are.”

Twilight lifted up her head and looked right to see Optimus Prime lowering himself to her level. He placed a large finger under her chin and calmly spoke, “How can something so weak defeat the mighty Bruticus? How can something so worthless conquer the treacherous Starscream?” His finger softly rubbed her cheek as he finished his statement, “You and your friends saved my life, Twilight Sparkle. You are not powerless.”

Twilight blushed when Optimus’ finger left her cold cheek. He stood back up to full height and faced the moon again. The unicorn didn’t feel so bad anymore…Optimus always had his way of making her feel better.

Twilight smiled and said, “Thank you, Optimus. Really….thank you.”

Optimus didn’t even look at her as he said, “Then you finally understand. You and your friends hold the hope for a better tomorrow with the powers inside of you. The love and peace that each of you held in the Elements of Harmony can cleanse this world of horrific war. Your hearts…are the core of peace on Equestria. And as long as each of you shall live, no one shall ever doubt you.”

Twilight nodded, really absorbing Optimus’ wisdom in hopes of her own mind becoming stronger. They hold the hope for a better tomorrow. The love and peace they hold can heal their home.

Their hearts were the core of peace on Equestria.

Twilight opened her eyes. She opened her eyes when realization finally hit her.

Love and peace….heart is the core….the power is inside them.

Twilight’s eyes sparkled and her heart did a flip in her chest. She finally knew what to do. The idea that she held in her very powerful brain would help her home and stop King Sombra. The heart was the answer to everything.

“The love and hope from everypony will fill the heart so peace and love could reign in Equestria once again!” Twilight screamed in delight with her hooves held high in the cool air. Optimus Prime looked down at the tiny unicorn to see her smiling from ear to ear.

She shouted with her smile never broken, “Optimus Prime, you’re a genius!!!”

Before he could answer, Twilight galloped out of the balcony and into Celestia’s throne room. Optimus looked at her until the unicorn disappeared behind the large doors. There he stood alone….with confusion rocking his central core.

“Was it something I said?”

____________________

LOCATION IDENTIFIED

-BADLANDS-

The night arrived throughout all Equestria, including the Badlands. The large dead landscape filled the large plains with no life at all. A calm breeze spread through the area with the dead grass flowing like waves. The stars lit the sky with a lot of help from Luna’s moon.

Skeletons of large beasts scattered the landscape. Bones of dragons were seen filling the plains while dead Manticore corpses littered the dead forests. Tiny little creatures scurried across the ground and entered the remains of these dead animals in hope of finding a pinch of meat left.

Dark mountains painted the background of these light brown colored lands. Large rock structures and boulders spread across the desert of this unforgiving wasteland in Equestria. Nothing survived long here…but life would soon enter this horrific site.

The tiny creatures scurried away in fear when a loud monstrosity soared above the grounds. It created such a loud noise that it could be heard for at least five miles. The flying mechanism soared above the grounds until the backside gave out and the entire thing fell to the earth with a loud….scream?

It transformed and landed on the dead grass with a loud grunt.

The two-legged monster slowly stood and wiped itself off with two arms and several fingers. The dust flew off its sleek and dented armor as the creature looked around the area. Its red eyes pierced the darkness until it had found it.

It smiled when it found the shattered rock structure.

“Finally…after so many cycles of searching….I, Starscream, have found it at last.”

The once-Air Commander for the Decepticons, Starscream trudged forward to the fallen cave with only his thoughts keeping him company.

“He has to be here. From my past observations, the Autobots had arrived here in a number of six as I recall. Only five made it out with those dreaded ponies…which means he is still here. I just hope he hasn’t completely been destroyed….he’s no use to me as a rusting scrap pile!” Starscream grunted as he stepped over the shattered rocks.

His foot hit a hole causing the Decepticon to back away and smile with glee.

“Megatron will rue the day he made a fool of me,” Starscream exclaimed while pulling out a detpack from his back, “He can keep his precious army, I will build one of my own.”

And with that, Starscream placed the detpack on the ground and backed away. With a few beeps, the detpack exploded sending the entire floor to the deep grounds below. The Decepticon Seeker screamed as his body fell to the hard ground below.

Standing up and dusting himself off yet again, Starscream grumbled when the darkness of the deep cave made it absolutely useless to see clearly. His optics scanned the cave; nothing seemed out of the ordinary.

“No fallen Autobots here,” Starscream mumbled and began to move forward, “I must go deeper. Only Primus knows how deep this cavern is.”

Starscream made his way through the maze of destroyed rocks and shattered caves, strange goo covered the walls and floors of this once life-filled Hive. No it was nothing but a dead cave deep in the earth. The Decepticon kept moving, his feet made squishy sounds when he had arrived to a new area.

“I must be getting close…the ground reeks with foul odor. These Changelings are so uncivilized. Or should I say…WERE uncivilized hehehe.” Starscream chuckled at his slight humor, due to the fact that he had seen several dead Changelings lying all over the ground.

He had gotten deeper with each step; his head almost hit the ceiling of these endless caverns. Just when the darkness couldn’t get any more treacherous, Starscream took one step forward where the entire ground collapsed.

“AHHHHHHHH!!!!!” The Decepticon screamed as he face planted the hard ground. He stood back up and groaned in pain, “I REALLY need some repairs and fast.” It was true. His rocket feet couldn’t catch him in mid-air due to Megatron’s hatred towards him. That blast nearly killed the Air Commander.

But something caught his optic.

Starscream slowly looked up and smiled when he had finally found him.

Hanging from the nearest support beam of this large cave, was none other than the mighty Grimlock. His body was motionless and his head hung low. All of the lights on his body were black including his visor. Starscream observed closer and saw that the tree roots from the support beam had hung the Dinobot in place. His arms were tied above his head and hung uselessly in the air while his abdomen was ripped open with several wires hanging out. His legs were tied to the bottom of the support beam where a small pool of liquid Energon laid…dripping from his open abdomen.

Starscream gulped and moved forward, his optics looked at the dreadful wound Grimlock had. These Changelings had tried to eat him…ripped him open and strung his remains on this large rocky beam. What a horrible demise.

Bur Starscream wouldn’t give up so easily. He had come this far and lost too much to stop now. Slowly approaching the dead Autobot, Starscream smiled and spoke with his hand in the air.

“Ahhhh…well, if it isn’t the mighty Grimlock?”

The remains of the Dinobot leader didn’t move…Starscream continued.

“You may not remember me because you’re far too stupid,” Starscream smiled and politely bowed, “I…am Starscream,” He faced away from the dead beast and continued, “I know what has happened to you. The powerful Lightning Strike went in these very Hives to save six pitiful ponies. Pathetic! But it seems…your plans didn’t go out quite…expected…as have mine.”

Starscream turned back towards the dead Autobot and said, “But what is a Grimlock to do? Surely the ponies have forgotten about your very essence. And Optimus doesn’t care that you were even part of his team anymore! But I’ll tell you what…”

Starscream struggled for a moment before his feet burst to life and he hovered closer to the deceased Dinobot. He spoke, “I will give you redemption on one condition…you will swear your allegiance to me! You will do my bidding! And in turn…I will grant you life.”

Grimlock’s remains stayed still, his visor as black as the dark cave. Starscream smiled and moved his head in closer. “I-I’m sorry I didn’t quite catch that because you are…um….DEAD! HAHAHAHA!!!!!”

When his laughter died down, Starscream landed back to the hard gravel with his smile fading away. He kicked at the ground and muttered, “How low can you get, Starscream? Talking to the dead for a quick laugh? That is just pathetic!”

The Air Commander’s worries just kept growing. Grimlock was indeed dead and there was no way he could revive his spark. Starscream thought for a while longer until he got it. It was a long shot…but maybe it would work.

Starscream opened up his chest and pulled out a long, jagged, purple crystal. It shined in the darkness of the Changeling Hives as Starscream looked up hopefully at the dead Dinobot. His rocket feet activated and he was hovering right in front of Grimlock’s chest.

Starscream gripped the crystal and hissed, “I guess I have to thank you, lord Megatron. If you never gave me that supply of Dark Energon when I had joined the Decepticons, I could not have done this…” His red optics focused on the open abdomen of the mighty Dinobot.

“What better way to power my newest soldier….than with Dark Energon?”

And with that said, Starscream reared back and drove the Dark Energon crystal straight into Grimlock’s wound. The crystal reacted as it should with a Cybertronian. The body shook and the tree roots began to rip. Starscream landed on the ground and backed away as Grimlock’s wound closed up and his body came back to life.

Grimlock’s visor glowed violently purple as did the Decepticon symbol on his chest.

Eye of the Storm

-CHAPTER XIV: EYE OF THE STORM-

1 Day before the Rise

"So uncivilized this war has become."

-Perceptor

INTEL: Perceptor is one of the most brilliant scientific minds on all of Cybertron. Despite his dislike of combat situations, Perceptor is an excellent sharp shooter. There's a paradox named after him, presumably one he theorized. Distant and antisocial, Perceptor speaks with a bluntness befitting a scientist.

____________________

“Princess Cadance and Shining Armor will be waiting for you in the Crystal Empire. They arrived only a few hours ago which should be more than enough time for each of you to find them, gather the shards of the Crystal Heart, and light the love inside the crystal ponies. If what you have told me is true, my pupil, than the hope and love from the ponies will repair the Crystal Heart and stop King Sombra. This is our only chance so I am depending on you and the Autobots to return there safely and succeed in your journey.”

Princess Celestia sighed as she and her younger sister had arrived to the Canterlot train station. By her side was her beloved student Twilight Sparkle, after what she told the princess of the sun, Princess Celestia knew that this was their only chance to bring peace back and stop Sombra.

Twilight had told her that thanks to Optimus Prime she now knows how to save the Crystal Empire from Sombra’s rule. The farm mare Applejack had the Crystal Heart shards in her hat to keep safe until the time was right; she stood at the entrance of the train along with the other Element Bearers.

Once Twilight, Celestia, and Luna arrived to the train, the teacher and student gave a powerful hug before Celestia broke it and said, “Be careful, Twilight. My sister and I will stay here to defend Canterlot in case we receive some unwanted visitors. Now get going. We’re all counting you.”

The little unicorn nodded and barely mumbled, “I’ll try my hardest, Princess.” Celestia could obviously sense the fear in her voice. It was going to be a very long day.

She turned around and entered the train with the rest of her closest friends. Celestia smiled and knew for a fact that when those six were together, they could overcome so many obstacles. They were strong and could not be defeated. The power of friendship they hold could truly be the answer to all of these problems.

The sun was blocked out causing both Princesses to turn around and see the leader of the Autobots. Celestia had gotten used to seeing Optimus Prime nowadays. It was like they were truly meant to stay here and reside in Equestria.

Optimus Prime looked behind him and motioned his hand forward. Behind him, several Autobots walked forward to the train and transformed into their vehicle modes. Celestia and Luna watched in awe as the Aerialbots formed their jet forms and hovered above the train. Just the complete amazement of these aliens got them every time. How their bodies could change into these other forms was incredible every time they did it.

Once the Autobots waited patiently at the end of the train tracks, their engines revving and Dinobots growling, Optimus Prime knelt down to Princess Celestia’s eye level and softly spoke. Celestia was surprised to hear him speak like this…it was as if this was the last she would ever see him again.

“Once we return to the Crystal Empire, Twilight and her friends will do what they have to do. After the Crystal Heart is revived, we will put a stop to King Sombra and then Queen Chrysalis. Until then….” He held out his black fist in front of the sun goddess, “this is goodbye.”

Celestia looked at his hand stupidly until she realized what gesture this was. She placed her tiny white hoof in Optimus’ might hand. Celestia could feel his hand tighten around her hoof only slightly as he shook her hoof goodbye.

He released his grasp and shook Princess Luna’s hoof. After that, Optimus stood back up where he heard Princess Celestia speak.

“We will see you again…will we?” Celestia asked with her voice hopeful.

Optimus didn’t know for sure. Maybe it would just be a quick mission to Northern Equestria and a simple task to take down a king. Twilight had told him that only the Crystal Heart could stop King Sombra….nothing else could.

“I hope as much as you do, your highness,” Optimus told her while keeping his focus on the train. It made a loud hissing noise and the wheels of the train spun to life. The train took off down the tracks and away from Canterlot as the Autobots took off towards it.

“Fate rarely calls upon us on a moment of our choosing.”

Before they could respond, Optimus Prime transformed and rolled out of their sights. His blazing trail followed the rest of the Autobots as the train was no longer visible from the station. The future of Equestria was held in the hooves of six little ponies…

“I have a terrible feeling,” Luna muttered as Celestia turned her way.

“Yes, sister, what is it?” Celestia asked while moving closer to her little sister. Princess Luna shook her head and looked back to see the Autobot jets soar off into the distance. She had the feeling of doubt…and worst of all….the feeling of fear.

“The end is near.”

____________________

The choo-choo-choo of the train engine was the only thing heard on the inside of the locomotive. Everypony remained silent except for Pinkie Pie who darted from window to window in hopes of seeing all the sites they passed.

“Hi Jazz!” Pinkie Pie waved her hoof back and forth with her head nearly hitting the window. Rainbow Dash sat behind her and looked out the window to see Jazz in his vehicle form right next to them.

Rainbow smiled and said, “Pinkie Pie, Jazz can’t hear you.”

After hearing this, Pinkie puffed out her chest and pulled out a megaphone out of nowhere.

“Oh shoot! Everypony, cover yer-!” Applejack shouted.

“HIIIIIIIIII JAAAAAAAAAZZ!!!!!!!!!!!!!!”

Each mare rubbed their ears while Rarity moaned in pain; she was sitting right in front of the ecstatic pony. While Rainbow Dash tried hard to rub out the numbness in her ears, she looked out the window to see Jazz’s front lights light up and his car make two beeping noises.

Pinkie clapped her hooves together and giggled, “Hee! Hee! Hee! He said hi back!” The other mares groaned, but Fluttershy giggled too. Pinkie Pie always could make anypony feel better no matter how bad things were going to turn out.

After that, everything seemed to quiet down. While side conversations filled the train, Pinkie Pie talking with Rainbow Dash, Applejack talking/arguing with Rarity, and Fluttershy sitting quietly in her seat while looking at her hooves, this was a perfect time for Twilight Sparkle to stay with her thoughts.

The train continued to rumble down the tracks, getting closer to their destination. The Autobots were driving on the outside of the train just like last time as Twilight watched them passively. Her eyes focused on Jazz and Cliffjumper. They seemed to go faster than the other Autobots, as if they were racing each other. That’s what she has noticed about these aliens.

Even though that their world is dead, the Autobots still showed a reason to smile and joke around. Sure they did what they had to do when the Decepticons had attacked in Canterlot, but there was something about their spirit that intrigued her. Strong, brave, gutsy, all of these are what described most of the Autobots.

Twilight still didn’t understand. They only lived once and they wasted their lives fighting in possibly a hopeless war with no end. Optimus had told her about their war and how it lasted millions of years. The battle in Canterlot only lasted a day, she couldn’t even begin to imagine eons of endless conflict.

That’s when she figured it out.

The Autobots didn’t waste their lives; they lived them to what they believed in. They fought for freedom so that the future could be brighter and hope could still remain as long as they all shall live. Autobots never surrender….neither would she.

Sighing happily, Twilight smiled and took her eyes off the window, they looked back slightly to see Optimus Prime drive past most of his soldiers. Her eyes fell downwards, gazing at her purple hooves pressed against her seat. She closed her eyes, her thoughts taking over.

‘Once we get to the Crystal Empire, we find my brother and Cadence, with their help we have to fill the crystal ponies with love and hope so that the Crystal Heart could be repaired. Without the Crystal Heart, we’re powerless. Nothing else can stop Sombra. And with Chrysalis’ army growing, thanks to the Decepticons whose forms will help grow their army to be even more powerful, we’re going to need all the help we can get. Megatron is out there somewhere….plotting his master plan.’

Twilight opened her eyes to see her breathing had become heavier. Her breath could be seen as a mist in front of her face as the sky outside her window was no longer orange but white. They had arrived to Northern Equestria.

‘Boy…time sure flies.’

The mares’ conversations stopped as the conductor opened up the doors and announced, “We’ll be at the drop off in about five miles, get ready to pile off.” He closed the doors. Twilight could hear the conductors hoofsteps become quieter until nothing could be heard.

Twilight leaned in her seat and whispered, “Psst! Applejack!” The orange mare turned her head towards Twilight, Rarity herself stopped talking with the farm pony to see what she wanted. Twilight looked around and saw that all her friends were looking at her.

She looked back to Applejack and said, “I need to see the shards.”

Applejack’s eyes widened. She nodded once and pulled off her hat, there she placed it on her seat where each pony stuck their faces in to get a closer look. Twilight counted at least twelve shards from the destroyed Crystal Heart. They were dull with absolutely no life protruding out of them.

Twilight levitated one out and analyzed it. Her lip curled up as she spoke, “I sure hope that these shards are the key to stopping Sombra.”

“And if they’re not,” Rainbow Dash said as she hovered above everypony’s heads, “I’ll just take on Sombra by myself. You guys can just cheer me on by the sidelines.” Everypony groaned except for Pinkie and Fluttershy. Twilight, Rarity, and Applejack hated it when Rainbow’s ego took the better of her.

Rainbow landed on the ground and punched at the air, her face set in determination. “Chrysalis doesn’t stand a chance against this mare!”

Nopony had a chance to argue with that.

The train shook as a violent explosion was heard from outside.

Twilight looked around frantically from where she was lying to see Rarity and Pinkie Pie tumbling all over the ground while Rainbow Dash and Fluttershy took to the only open areas they had in this tight car. Applejack quickly grabbed all the shards that had fallen out of her hat and placed them back in. When she put her hat back on, another explosion came from outside.

“What in the wide world of Equestria is going on?!” Rarity screeched as her face hit the seat with Pinkie Pie clinging to her back.

Twilight tried her best to get to her hooves. The train shook again causing her to hit the window face-first. She quickly shook away the pain and looked out the window. None of the Autobots could be seen in the deep blizzard. She knew she had to get a closer look.

“Whoa, Twilight, wait for us!” Rainbow screamed and raced after her egghead friend. Twilight had taken off towards the caboose of the train with the rest of her friends following close behind. The unicorn wouldn’t let up when another tremor rocked the train. While the rest of her friends took a while to compose themselves, she didn’t and raced towards the last door.

Pushing it open, Twilight was greeted by a large trail of snow and cold that hit her face just as the doors blew open. Her mane flew wildly in her face as Twilight squinted and looked down the long train tracks that were leaving her.

The train was going faster and the tracks were barely visible on the ground. All that was heard was the blowing of the heavy snow, the sound of the train engine, and the screeching of familiar……

“Oh no…” Twilight gasped when her eyes finally located the assailant…or should she say….assailants.

“Twilight, we’re here!” Applejack panted as she came by her friends’ side. The rest of the ponies arrived to the open door where the shivering unicorn stared straight ahead. Rarity looked over to see Twilight’s eyes nearly bugging out of her head and her body shaking uncontrollably.

Her face was held in horror as she pointed a shaky hoof in the blizzard.

“Girls…RUN!!!” Twilight screamed and took off inside the train. The confusion each mare felt was gone….when the sound of buzzing arrived to greet their twitching ears. One by one, they all turned around and gasped in terror when they saw them.

Three giant, flying, terrifying, colorful, insects…were chasing down the train.

They had very little time to observe each one. The first bug was colored dark purple with giant pinchers in its mouth. The three legs on its torso swung in the blizzard while the wings pumped up and down to allow the creature to fly forward. The second bug was terrifying. It was the same color as the first one but instead had two giant insect-like legs protruding its lower half. Four tiny arms hung in its front side where a small but scary face was placed. The last bug was by far the biggest. Two massive wings came out of its sides while a long staff was pointed out of its nose. Two massive engines were held on its back where it seemed to get its speed from.

Together, these three bugs chased down the train with the five ponies watching in horror. Their fears grew worse when the first bug let out a horrifying screech into the freezing air. The mares had to cover their ears from the loud noise erupting from its pinchers.

Before long, the revving of an engine was heard coming straight for the caboose. And before the ponies knew it, a dark purple vehicle was heading straight for them on four wheels.

Applejack held onto her hat, her eyes never taken off the Decepticon vehicle heading straight for them. It wouldn’t be long before it reached them.

“Everypony, inside before it-!” Applejack screamed right before the vehicle transformed before their eyes and landed on the caboose. The ponies backed away in terror as they got a close up of one of the most hated Decepticons they had ever met.

“Ponies located. Commence operation: train busting motion.” Soundwave spoke in his chilling voice. He gripped his left hand on one of the bars and planted his feet on the bottom of the caboose. With his free right hand, Soundwave reached forward to grab the ponies.

The alabaster unicorn stepped forward with a look of pure hatred on her face. She would NOT let this Decepticon hurt her or her friends ever again. Their pasts with this Decepticon had almost killed them….time to return the favor.

“I WILL DESTROY YOU!!!” Rarity screamed as her horn lit up a bright blue. With a powerful blast, Rarity shot a long stream of electricity at the Decepticon Communications Officer. Soundwave reared back with his head facing upwards and his body shaking uncontrollably.

Rarity drew back with her chest panting in and out, her glare never broken. Her blue eyes were focused on the total destruction of Soundwave. Speaking of the Decepticon, Soundwave’s grip loosened and his feet fell off their hinges. He knew was going to fall off….that pony did a number on him.

But if he was going down…he would NOT fail his master.

“Rumble, Frenzy, Ravage, Laserbeak, eject!” Soundwave shouted and released his grip. Right before his body fell off; his left hand quickly pressed the button on his shoulder thus ejecting the four Mini-cons. The five mares watched as Soundwave tumbled away on the train tracks below them until his body was lost in the blizzard.

Rarity looked back, a slight grin present, where she noticed the shocked expressions she was receiving. She touched her chest and asked, “What? Even a lady can defend herself when she needs to.”

Rainbow smiled, “That was awesome.”

Applejack reared back and pushed the door open while shouting, “Everypony, inside, we have ta find Twilight and hopefully get off this train wreck!” The five of them galloped inside the warmth of the train. Once they had passed a few cars, the sound of footsteps came from above.

“What in tarna-WHOA!” Applejack yelped as she was pulled to the ground.

____________________

The four Mini-cons quickly hustled over the top of the train; Rumble led the way while Laserbeak struggled over the winds and Frenzy quickly on his tail. Ravage growled quietly as his talons stuck onto the top of the train. Rumble stopped and held up his mallet causing the three others to stop.

He leaned his head in and smiled, “I hear them right below us.”

Frenzy looked back and shouted over the winds, “Laserbeak, go do somethin’ else! Me and Rumble got this!” With a slight growl from behind, Frenzy nervously smiled and said, “My bad! Me, Rumble, and RAVAGE got this!”

Laserbeak squawked and took off towards the front of the train. With the flyer gone, Frenzy looked back at his comrade and noticed his mallets already rose above his head.

“First we crack the shell, then we crack the nuts inside!” Rumble shouted as he repeatedly hit the roof of the train. Frenzy watched as the ground broke apart and he, Ravage, and Rumble landed inside.

Their mission was clear: kill the ponies.

____________________

“What in tarna-WHOA!” Applejack yelped as she was pulled to the ground.

Turns out, she was actually dragged underneath the seat with a purple hoof covering her mouth. Applejack cringed when Twilight’s voice rang past her ear.

“Everypony, hide!”

Applejack ripped off Twilight’s hoof and shouted, “What the hay has gotten into you, gurl?” Twilight didn’t answer and jabbed her hoof into Applejack’s mouth again, silencing the mare.

Applejack watched as she leaned in and whispered, “Shhhhh….don’t move…or talk.”

The farm mare didn’t have enough time to answer, the ceiling of the train exploded as two beings landed inside. The other girls screamed and quickly got underneath or behind the seats, in hopes of staying hidden.

Applejack felt Twilight’s hoof cover her mouth tighter, the tension was growing as Applejack looked out from underneath the seat. There she saw four feet walk across the ground, two were blue, and two were red. Sweat dripped down her forehead as Applejack heard them speak.

“Check all around! Those ponies have to be in here!”

“No der, Rumble! Let me take point, I actually got a blaster!”

More shifting and Applejack watched as the two red legs walked in front of the blue ones. They approached her and Twilight’s hiding spot and stopped. Twilight whimpered as the feet faced their way and approached the seat they were under.

Applejack’s breathing became heavier and sweat dripped faster from her face as a long tube was about to touch their heads…spoiling their hiding spot.

“I think I got one.”

“Let me chec-WHAT THE?!?!”

“What is that?! AHHHHH!!!!!”

Twilight and Applejack stayed in silence, their eyes shut tight when the sound of gunfire came from above. Opening one eye, Applejack saw as the feet backed away and scrambled about on the floor. They finally fell backwards as four cyan hooves landed on the ground.

“Is that all you got, punks?!” A familiar voice screamed.

Applejack cringed again when Twilight’s hoof was taken out of her mouth and she screamed, “Everypony, run!” Almost instantly as she shouted that, Twilight scrambled out under the seat and ran away to the other train cars. Applejack crawled out too and took off after Twilight; behind her were Rarity, Pinkie Pie, Fluttershy, and Rainbow Dash.

“Get them! Soundwave wants ‘em dead!” The voice from behind them shouted.

Applejack ducked when the sound of gunfire rang in her ears. She looked up to see several bullet holes in the wall right in front of her. They had to hurry.

Bucking open the door, Applejack let her friends go first so she could get a look at these two Decepticons. The first one was tinkering with something on its right arm, possibly trying to fix it or reload it. Applejack didn’t know much about guns. The second one had giant hammers for hands….Applejack remembered this one…she had met him in the Everfree Forest.

“Get outta my way, Frenzy! I’ll take ‘em down!” Rumble shouted and knocked Frenzy away with his hammer. The red Mini-con flew right and his head penetrated the window. With his legs flinging helplessly inside, Applejack saw as his hands flung helplessly outside.

Her attention was brought back to Rumble as he charged towards her. She quickly shut the door and pressed her back against it. Applejack opened her eyes to see her friends all inside the train car safe and sound; they all stood by the windows with their eyes searching in the blizzard.

Two loud bangs came from behind her, Applejack pressed against the door harder as more and more bangs came from behind it.

“Stop fightin’ it, pony! You’re only prolong…pronlg…prona….prolongin…ahh whatever you’re gonna die either way!” Rumble shouted from the other side.

Twilight jumped down from her seat and came to Applejack’s side, she quickly explained, “Applejack, back away from the door and let him in!”

Applejack frowned and shouted, “Are ya nuts?! Ah ain’t movin’ an inch from right here!” She screamed as another bang came from behind her, the jolt causing her head to hit the door with quite a lot of force.

“Trust me on this, AJ!” Twilight said as her horn lit up a deep purple. Applejack sighed and closed her eyes, this was Twilight she was talking about…she knew what to do.

She instinctively pulled away from the door as it busted open in a quick second. The blue Mini-con ran inside and looked at the tiny unicorn only a few feet from him. His smile turned to a look of despair when her horn fired a shot directly at him.

“AHHHHHHH!!!!!” Rumble screamed as the blast knocked him off the train; go straight through the roof, and into the blizzard.

Twilight smiled victoriously and blew on her steaming horn, the smoke disappearing from it. Applejack smiled gratefully and picked herself up from the ground, the snow had begun landing inside the now open train and hitting her coat.

Applejack looked at the wreckage and whistled, “Woo…nice shot, Twi-“

Suddenly, a large panther jumped from the past car and landed right on top of the unicorn. Twilight screamed as a large jaw with razor sharp teeth were snapping right above her head, hungry to devour flesh.

“WHAT IS THAT THING?!?!” Rainbow Dash screamed and backed away from the creature. Fluttershy’s fears were pretty high at this point, but when this creature had just attacked one of her friends and trying to eat her as she watched from where she was sitting…her fear was suddenly gone.

“Get away from Twilight!!!”

Ravage stopped trying to bite the unicorn’s head off and instead pressed his paw directly on her throat, cutting off her oxygen. While she gagged for a few seconds, Ravage slowly turned his head left where his yellow optics glared at whoever dared to yell at-

The Mini-con’s jaw opened, but not in hunger…but in fear.

Ravage pulled his metal paw off of Twilight’s throat, the unicorn gasping for breath. He really wanted to have his target slowly die a painful death, but his mission was forgotten when this pony, probably from the darkest pits of Kaon, glared at him with the most terrifying stare he had ever seen.

Fluttershy flapped her wings and hovered right above Ravage’s snout, her stare increased on the shivering Mini-con. She screamed, “I want you to GET OFF THIS TRAIN NOW!!! Or do I have to make you?”

Ravage never had a chance to respond when a pair of orange hooves bucked him in the head.

The whimpering Mini-con backed away from the hit, shaking his head to regain focus. When his optics straightened, his newest target was the orange one. Growling, Ravage crouched low, fully intending on pouncing.

The train made a loud hissing noise and slowed down too fast. Ravage lost his footing and flew out of the opening that the unicorn had made to take out his fellow Mini-con. With the panther gone, each mare fell backwards on the hard ground while the feeling of doubt still rocked their minds.

“What the buck is wrong with this conductor?!” Rainbow screamed in pain.

____________________

Laserbeak soared against the heavy winds. His wings cut through the snowy air with ease as he finally approached the front of the train. Puffs of smoke erupted from the top at a fast pace, indicating that the conductor was trying to go faster to escape the Insecticons on his trail.

Screeching loudly, Laserbeak flew downwards to where the wheels of the train were. They spun at a speed that was too much for the bird to follow; he didn’t want to think of this for long and just got down to business.

Opening his beak, Laserbeak let out a long red beam that struck the wheels of this primitive machine. He watched as the tires began to glow red hot from the intense degrees his laser had to offer. It wasn’t long before the tire melted and everything else worked just as planned.

The gears shattered, the wheels spun out of control and the train slowed down. Letting out a screech of victory, Laserbeak flew back and watched as the three familiar Insecticons finally caught up to the train.

If he could….Laserbeak would smile deviously.

___________________

Fluttershy rubbed her head in pain as she and her friends slowly got back up to their hooves. The train didn’t stop but just slowed down. Whatever had caused that…must’ve wanted the train to stop.

Looking out the window, Fluttershy’s expression fell when she didn’t see any Autobot out there. It was as if they just went up and left. Pushing this out of her mind, Fluttershy squinted and saw something right next to the train.

“Girls look, it’s an Auto-,” Fluttershy began to say until her words fell; her eyes grew wide in fear when the Decepticon symbol appeared.

Rainbow Dash backed away from the window and gulped, “That’s no Autobot.”

Squinting even more, Fluttershy shook in fear when those glowing red eyes appeared out of the whiteness of the blizzard and looked directly at her, piercing her eyes and filling her soul with treacherous feelings.

The blizzard calmed down for a bit so Fluttershy could get a full view of this Decepticon. It was that giant bug they had seen back at the caboose, the first one to be exact. Fluttershy watched in both fear and awe as the bug transformed before her very eyes, did a little roll on the snowy ground, and start running right on the side of the train.

The Decepticon looked left and smashed his shoulder against the train which caused each mare inside to fall back from the impact. Doing this caused Twilight to nearly face plant on the other side of the train. But something caught her eye…

“Oh no…” Twilight muttered in horror as the second bug came into view. It transformed as did the first one which revealed its true identity to the unicorn.

“Kickback.”

The said Insecticon didn’t run as did his partner, instead he literally hopped on the snowy ground while keeping up with the train. His hands flew forward and clawed at the slick ground while its feet pushed him further and further up.

Twilight watched as the red visor of the Insecticon turned towards her. Even through the glassy window, Twilight heard him speak.

“They’re trapped inside here, Sharpshot! Shot! Shot!”

All heads faced the other side as Sharpshot replied, “Yeah, I got it!”

Another tremor spread through the train as Sharpshot repeatedly rammed his shoulder against the outer shell. Ponies were flying back and forth while Rarity clung unto her seat and screamed.

“Where are the Autobots when you absolutely need them?!?!”

Another sound was heard; all heads faced the right side of the train to see the entire wall being ripped off. What they saw froze each pony in place. The dark red visor and glowing Decepticon symbol on the Insecticon’s features glowed in the brightness of the blizzard outside.

Sharpshot glared inside and screeched, “There you are!”

His hand was brought forward as the rest of his body held onto the side of the train. He reached inside and grabbed the nearest pony. Clutching her in his hand, Sharpshot slowly pulled her out.

“Pinkie Pie!!!” The mares inside screamed and grabbed her hooves.

Pinkie looked back to see the Insecticon growing impatient and suddenly rearing back with all his strength. The pink pony screamed helplessly as she pulled out from the warmth of the train to the freezing coolness of the outside. Her mane flew wildly as she looked up with fear-filled eyes at the Decepticon holding her life in his hand.

Sharpshot smiled deviously.

“Die!”

But he didn’t do anything. Sharpshot screamed in pain as his shoulder exploded and his grip loosened on the pony. Pinkie Pie fell from the Insecticon’s hand and screamed as she was about to hit the ground.

But instead of meeting the cold snow, she met the cold metal.

Pinkie Pie held onto her savior and opened her eyes to be met with a familiar red symbol. Following the symbol was a familiar voice coming from the inside the metal.

“I gotcha, Pinkie Pie!”

The pastel earth pony smiled.

“Thanks, Silverbolt!!!”

____________________

Grappling himself a higher advantage, Jazz ran forward on the top of the train with his hands trying their hardest to block out the snow in his visor. The sounds of screaming came which alerted the Autobot.

Whipping out his scatter blaster, Jazz ran forward and looked off from the side of the train to see the Insecticon Sharpshot clinging to the side. His hand reached inside of the train where he pulled out a screaming pink pony.

“Die!” Sharpshot screeched.

“Pinkie Pie!” Jazz shouted over the winds, no one possibly heard him. Without thinking, he aimed and fired one shot at the Insecticon leader. He got a perfect hit on Sharpshot’s shoulder causing the insect to scream and release his grip on the pony.

“NOOOOO!!!” Jazz wailed in fear as Pinkie fell to the endless snow covered plains. But just as quickly as she fell, a jet zoomed right past Jazz and scooped up the terrified pony right before she hit the ground. Jazz sighed with relief, “Oh thank Primus!”

His safe moment was interrupted by a hard punch to the back of the head. Jazz landed chest first on the ceiling of the train, he looked up to see the fat bug sailing past him and coming back for another dive-bomb.

“If it’s a fight you want, it’s a fight you’re gonna get.” Jazz smiled as he stood back and glared at the bug going straight for him.

Perfect.

Jazz aimed quickly and shot several blasts from his shotgun that hit Hardshell’s wings perfectly. They crumbled up and disintegrated causing the bug to fall…straight for-

“Son of a-!” Jazz grunted as the fat bug landed on him square in the chest. The Autobot and Insecticon tumbled on top of the train for a few moments before Jazz gripped the nearest handle and Hardshell fell off and into the snow.

Jazz stood back up and leaned his head forward, hopefully trying to locate Hardshell. He didn’t have to look hard when the giant bug scurried at incredible speeds right past him on the other side of the train. Jazz quickly sprinted forward in hopes of not losing Hardshell’s trail.

“Oh no you don’t!” Jazz yelled before leaping off the train and firing his grappling hook at the Insecticon. The blue stream connected to Hardshell’s back, slowing down the insect. Jazz held on to his grappling hook for dear life as his feet hit the slippery snow.

He was sliding on it.

Jazz smiled and looked forward to see his grappling hook holding onto Hardshell’s back while he skidded right behind him. He laughed and skidded side to side.

“WOOOO HOOOO!!!! This is TOO much fun!!!!!” Jazz yelled triumphantly and did a backflip in mid-air before landing back on the slippery snow. He realized the fun would have to wait. Activating his scatter blaster, Jazz fired several shots at the Insecticon. Hardshell screeched in pain.

Hardshell moved side to side in hopes of shaking off the Autobot on his trail, but it was useless. Jazz kept firing his shotgun as much as he wanted at the helpless insect. Hardshell couldn’t keep up anymore and his little legs gave out under the snowy grounds.

Jazz released his grappling hook and jumped right over the Insecticon as it crashed in the snow. Quickly spinning around, Jazz fired one shot and grappled over to the top of the train yet again.

“One down…” Jazz told himself and turned his gaze towards the Insecticon leader, “two to go.”

____________________

“Pinkie Pie!!!” Rainbow screamed before her eyes began to water up. Rarity wailed into Applejack’s hooves and cried.

“She was so young!!!!” Rarity cried with her eyes drenched in tears.

Twilight felt her eyes burning despite the freezing temperatures entering the hole in the train. Her friend Pinkie Pie…was dead. After all those adventures they had together…all those laughs they held dear….were all for not.

Joining the rest of her friends, Twilight Sparkle shared a group hug while crying her eyes out over the loss of their dearest friend.

“STILL HERE!!!!!!!”

Everypony looked up with teary eyes where the gazes met the open wall of the train. There they saw an Autobot jet zoom downwards to get closer to the train. On top of the jet was none other than Pinkie Pie waving with her free hoof.

“She’s alive!” Applejack smiled while Rarity screamed in delight. Their fears were gone. Pinkie Pie was alive.

Their fears came back as soon as that dreaded red visor came into view.

Sharpshot glared hatefully at the five remaining ponies inside the wrecked train. Ignoring the blistering pain in his shoulder, Sharpshot pointed a long-barreled gun directly at them while shouting, “Not enough time! I’ll kill you all with one shot!”

“Everypony, duck!” Twilight screamed right before Sharpshot fired one shot from his Orbital Pistol at the group of ponies. They all ducked just in time for the blast to go straight through the other side of the train.

Kickback turned his head right for a quick second.

BANG!

The bullet went right through the train, missing the ponies, and hitting Kickback right in the head. The Insecticon lost his footing and tumbled against the snow with body parts flinging everywhere.

“Scrap! Missed again!” Sharpshot screamed before pointing his weapon downwards at the shivering equines. But right before he could fire, a glowing blue stream hit him in the side of the head. Sharpshot suddenly felt himself being yanked free from his grip and brought to the top of the train.

Each mare lifted up their heads to the ceiling when a familiar voice came from above.

“You’re comin’ with me!”

Several sounds of gunfire and punching metal against metal came quickly. The ponies cringed when they heard the sounds of whimpering from the Insecticon.

“OW!!! Stop it!”

“I don’t think so!”

More fighting. Twilight couldn’t help but smile when Sharpshot cried out in pain.

“I give up! I give up! AHHHH!!!”

A loud crash followed with the screams of a certain bug. Everypony sat in silence, their bodies shivering and their eyes as wide as they can be. Twilight was the first to stand up as she slowly trotted over to the large opening on the side of the train. She stuck her head out and sighed with relief.

“We made it.” Twilight smiled as the light of the Crystal Empire reflected off her beautiful violet eyes. The snow was clearing as the train finally came to a screeching stop.

‘We’re so close…but…why do I feel so far away?’

All Kings Rise and Fall

-CHAPTER XV: ALL KINGS RISE AND FALL-

“Soundwave superior. Autobots inferior.”

-Soundwave

INTEL: Soundwave is known for being unquestionably loyal to Megatron. Commanding an armada of Mini-Con Deployers, Soundwave can infiltrate and acquire enemy Intel. Soundwave is often not trusted by other Decepticons out of fear he might also spy on them and report back to Megatron.

____________________

Everypony shook the snow off their backs as they crossed the shield. Slightly quivering from both the cold and the piercing howls they had heard while in the blizzard. That was over now and they were back to the Crystal Empire.

Twilight Sparkle smiled when the warmth of the sun shined on her slightly drenched coat. While trotting forward with her friends, Twilight smile grew even wider when she spotted the castle. The Crystal Empire couldn’t look anymore gorgeous than it already did. Well….with the Crystal Heart still active it looked even better.

Two giant red crystals stood in their way which leads to a path to the glorious empire. The sunshine made the Crystal Castle glow with such vigor and grace that Rarity’s eyes shimmered with delight. The clear skies and bright sun made everypony feel great…even though they knew that something terrible was soon to happen.

Several loud footsteps caught each of their attention as the six mares turned around to see Optimus Prime and his team transform and walk forward. The glares of each pony spread as Twilight trotted forward and pointed a hoof at the Autobot leader.

“What the hay was that all about, Optimus?!” Twilight yelled as the entire Autobot army turned their heads towards the shouting unicorn. She continued with her rage boiling, “It if hadn’t been for Jazz and Silverbolt we could’ve died back there in that train,” Her eyes quickly softened but her frown was still present, “What happened, Optimus?”

Optimus Prime nervously kicked at the grass and admitted, “Well…we were doing as we were instructed by Celestia and drove by the train the entire time. What happened was Soundwave. He used his airwave attacks to cut off our engines thus rendering us from performing our duties to protect you,” He pointed his large finger at the two Autobots and said, “Jazz and Silverbolt were the first ones to come to. Luckily they got to all of you before…” Optimus stopped himself there. His optics grew wide that Twilight could've seen the clear fear present in those twin blue eyes of his.

Twilight’s anger cooled down as she looked at all the pleading looks the Autobots gave. It was an honest mistake. And…she couldn’t stay mad at them.

Her smile grew back just as she did when she had first arrived to the Crystal Empire. She said, “Okay…apology accepted.”

Each Autobot sighed with relief, except for a few of them who simply nodded and took a look at their surroundings. Fluttershy giggled. They acted like little kids entering a new type of playground when they first step foot in the Crystal Empire.

Optimus Prime watched as a butterfly landed on his shoulder with its wings shaking slightly. It was indeed peaceful here…hopefully forever.

As the Autobots took a keen liking to the red crystals, Twilight’s ears perked up as a male voice came from behind her.

“Twily!”

Twilight looked back and actually galloped at the stallion.

“Shiny!” Twilight screamed and jumped into Shining Armor’s hooves. Shining spun his little sister around before sharing another hug on the soft grass.

Shining Armor broke the hug and said, “I’m glad you all made it in time,” He got up from the grass and made his way down the path, “Now quickly, we have to get to the Crystal Castle. Cadance is there holding up the shield so King Sombra’s shadow can stay out.”

“Wait, King Sombra is already attacking?!” Twilight practically screamed as she and her friends caught up to the Captain of the Royal Guard.

Shining nodded and explained, “Ever since Sombra was resurrected, he retreated into the Arctic with Queen Chrysalis by his side. Since then, he has been getting stronger and just now began trying to infect the Empire and the crystal ponies.”

“How dare he?!” Rarity screamed while stomping her hoof on the ground.

Shining Armor chuckled and said, “That’s what I said.” His laughter died down and a stern expression was left, “Now, when I get to the Crystal Castle, I want you and the Autobots to set up a defensive perimeter around the castle so that nothing can get in. We can’t have any distractions while Cadance and I are holding up the shield. Once I’m inside, Twilight, your job that Princess Celestia told me about is to influence the crystal ponies to rebuild the Crystal Heart so we can kill Sombra. I couldn’t raise their spirits…”

Twilight looked over to see her older brother’s head lowering to the ground in defeat. Twilight knew how much Shining Armor hated losing…especially when the fate of Equestria was at stake.

“It’s okay, Shiny,” Twilight told him while giving him a supporting smile, “my friends and I will get the crystal ponies to rebuild the heart. You don’t have to worry.”

The stallion smiled while his focus was dead center on the bright castle. His trot turned into a full gallop while the mares struggled to keep up to him. Shining turned his head back and shouted, “Get the Autobots to follow you! I need to get to Cadance! She can’t hold the shield for much longer!”

Stopping in the path, the six Elements suddenly looked up and realized what he meant. The bright blue skies began fizzing out into a dark brown. Cadence was growing weaker…and Sombra was growing stronger.

____________________

The glorious lights. The miraculous crystal buildings lining the diamond paved streets. In the center of this magnificent and tremendous empire was the towering Crystal Castle that shined in the bright sun. Each mare’s eyes were astonished to see the Crystal Empire yet again…but Rarity was more than astonished.

Rarity sped back and forth with her eyes dazzling. Her breathing was becoming faster as she saw the castle not too far away.

“OH isn’t it just fabulous?!” Rarity squealed with her hooves close to her mouth, containing her screams of excitement. The other ponies groaned and just kept moving. Ignoring their blight, Rarity continued to move around. Her eyes stopped gleaming when she noticed two crystal ponies trudging past them with droopy manes and dull coats.

“They already lost all hope.” Fluttershy sniffled and blinked back what appeared to be tears.

Twilight turned back at Optimus Prime and his Autobot army. The Autobots didn’t seem so surprised to see this empire; they probably still thought their home world was better than this place. Twilight didn’t want to accept that fact. She had seen Cybertron with her own eyes…it was awful.

“Then we’ll just have to prove to them how powerful they really are.” Twilight said with a hint of sternness escaping her trembles. Sure she was scared, but helping these ponies was something she and her friends had to do.

They were getting closer to the Crystal Castle. The bright lights shining off the castle reached the towering Autobots as did the shouts from the crystal ponies. Twilight and her friends cringed in fear as the hatred came back.

“Get outta here!”

“Didn’t you do enough damage the first time?!”

“Stupid Autobots!”

“Go home already!”

“We hate you!!!”

Hatred. Terrible…horrible hatred filled the streets of this glorious empire. The equines did nothing this time…not even they could stop the crystal ponies from delivering their wraths on the Autobots. Even Twilight was surprised to see them like this. Fear had taken over the inhabitants of the Crystal Empire…she never thought that hatred still could.

“Ignore them, Autobots,” Optimus muttered while keeping his focus on the castle, “it will be over soon.”

“I hope to sweet Primus above you’re right.” Blaster groaned as the crystal ponies started shouting hurtful words to him.

While the shouting continued, the six Elements tried their greatest strengths to ignore the crystal ponies yelling at their Autobot friends. They hated it when the Autobots were picked on just like this. It hurt each of them inside…but they kept silent knowing they couldn’t stop them.

It wasn’t long before they arrived to the Crystal Castle, the sun being blocked out by the shadow the castle gave out. Twilight and her friends turned around, fully knowing that Shining Armor was already inside helping out Cadence hold the shield together.

She knew her job.

“Everypony, listen!” Twilight shouted while taking a step forward right in front of the castle. Her friends stood right by her side ready to help out when the time was needed.

Optimus and his team got behind them. The Autobot leader pointed past them and said, “Autobots, recon.” They all did as they were told and made a defensive perimeter around the castle, almost completely circling it. Bumblebee and Ironhide stood right on Optimus’ sides while the last of the Primes stood right behind Twilight.

The crystal ponies stood in a large crowd in front of the castle, several of them chatting while others yelled in anger and frustration. Turning her head back towards Optimus Prime, the last of the Primes nodded towards her.

“It is time, Twilight,” Optimus said, “It is time to tell them the truth.”

Nodding back, Twilight faced the large crowd of ponies and cleared her throat.

‘Okay…here we go.’

Twilight pointed her hoof in the air and shouted, “Everypony out there! We have the cure to save your empire and allow peace to be reflected across Equestria!” Upon saying this, the crowd calmed down and focused their attentions on the unicorn.

She continued, “We have the Crystal Heart!”

A dull hoof was raised in the crowd. Twilight pointed forward and shouted, “Yes?”

The mare stood up and shouted back, her voice without any signs of hope, “I saw the heart destroyed with my own eyes!” The rest of the crowd nodded in agreement.

Twilight smiled and pointed to one of her friends while shouting, “My friend here has the remains of the Crystal Heart! We’ll tell you how you can help to repair it!” She leaned her head in closer to the farm mare and whispered, “Applejack take off your hat.”

“Huh? O-oh yeah!” Applejack remembered and brought up her hoof.

Twilight’s smile changed to a look of despair when a large missile collided against the Crystal Castle. The only sounds that were heard was the screaming of the crystal ponies as they scattered away in fear.

____________________

Smashing the doors open, Shining Armor galloped into the crystal throne room with his withering wife sitting on the throne. Her head was low with several bags under her eyes, the blue glow from her horn was barely lit as she slowly opened and closed her eyes.

They sprang to life when her husband arrived to the scene.

“Shining Armor!” Cadance shouted but immediately gripped her head in pain. The stallion trotted forward and rested his hooves on her body.

“Don’t waste your energy, dear,” Shining told her while gently kissing her on the forehead, “I’m here now.” Shining knew that Cadance couldn’t take much more. And due to the fact that she was pregnant only withered her strengths even more.

Princess Cadance forced another smile before it disappeared. The sound of an explosion had hit the castle with a violent shake. Shining Armor frowned and got closer to his wife.

“Shall I do it now?” Shining asked. Cadance couldn’t do as much as nod her head.

Closing his eyes, Shining Armor’s horn glowed bright red before he shot a powerful beam upwards into the sky. The beam connected with the rest of the shield multiplying the strengths of the only defense the Crystal Empire had left.

Both husband and wife stayed that way…praying for a miracle.

____________________

“Take cover!” Optimus shouted as pieces of crystal debris landed on the ground. The Autobots shielded their heads as the debris landed on them. The screaming and scattering of several ponies caught each Autobot’s attention.

Optimus watched as the crystal ponies retreated into their homes or deeper into the empire itself. Their only safe havens would be nothing compared to what Optimus saw heading for them.

The six equines braced for cover. When the missile had collided, the ponies screamed and held each other tight. Completely unknowing what was truly happening.

But Twilight knew what was happening.

Her eyes grew wide as they could and her breathing sped up, the utter terror she felt was similar to the time when they had first met the Autobots…and the Decepticons.

What she saw made her fear for her own life.

“Prime!!!”

Upon hearing his name, Optimus looked up and froze in place. His anger slowly boiling inside of him as his fist clenched tightly. He knew it was only a matter of time before he and his army showed their faces.

“Megatron.” Optimus Prime growled.

All that remained in the streets leading up to the Crystal Empire was the six Elements of Harmony, Optimus Prime and the Autobots, and….

A giant grey foot smashed itself down on the crystal streets, the ground shattering with several cracks appearing under the mighty foot of the Decepticon leader. The pony’s eyes slowly drifted upwards where they saw all the sharp, jagged pieces of armor on this terrifying Decepticon. Passing the symbol and getting a full glance on his face, the ponies backed away behind Optimus Prime when those red eyes glared at them.

While the six mares shivered in fear behind Optimus, the Autobot leader narrowed his optics as more than just Megatron arrived. Behind him was Soundwave and Onslaught. But that wasn’t all. The entire Decepticon army stood behind them; the three Insecticons, the Stunticons, the Combaticons, Barricade, Ramjet, Thrust, Dirge, Thundercracker, and Skywarp.

It seemed to get worse.

A tiny black creature appeared behind Megatron’s feet. Optimus frowned in hatred how this unholy alliance was ushered. He simply couldn’t believe that Megatron, the hated leader of the unforgiving Decepticons would actually make a partnership with one of the species of this planet’s race.

It wasn’t like him.

Twilight peeked from behind Optimus’ leg as did the rest of her friends. There she saw Queen Chrysalis herself smiling with glee, her eyes narrowed and full of ambition. She stood right by Megatron’s side as the leader of the Decepticons looked around.

Megatron chuckled in enjoyment.

“This is what you call an army?” Megatron asked Optimus specifically, pointing to the other Autobots slowly stepping forward. “My victory in this seemingly useless empire will prove to be a great spawning ground for my newest Decepticons!”

“Not while we’re here, Megatron!” Optimus shouted back, his fury about to break.

Megatron slowly walked forward with Chrysalis right behind him. His waved his hand in the air and said, “Don’t you dare confuse this world with your own, Optimus Prime!” When Optimus’ optics narrowed in hatred, Megatron continued, “But perhaps you already have, Prime. Your hope for this planet is as worthless as the planet itself. When my plan is good and ready, nothing will be able to stop us from total conquest of the pitiful ponies!”

Optimus could hear the whimpering from behind him. Megatron cared not for the life-forms of this world…but Prime did. He pointed a threatening finger at Megatron and shouted, “How can you be so sparkless, Megatron?! These ponies have done nothing to harm you and yet you still find a way to prove them unfit for life!”

“That’s the glory of it, Optimus,” Megatron smiled with his optics shimmering bright green for a split second, “YOU still haven’t figured it out, Prime! These creatures ARE unfit for life and don’t deserve to live! Once they are extinguished, the Decepticons will rise above and take this planet’s energy source! With that, we can reboot Cybertron, Optimus! Your home…OUR home can be saved….if you just join us.”

Optimus was surprised to see Megatron hold out his hand with the promise of a partnership.

“Embrace the Decepticon ways, Optimus. Join us…or be destroyed.”

The last of the Primes blinked. He looked back and saw his fellow Autobots looking at him, obviously wanting an answer. He brought his attention downwards to see the six ponies quivering. Twilight was looking at him…with teary eyes all lost in the obscurity of fear. When he looked into their pleading eyes…Optimus knew he could never abandon this planet’s race.

Facing Megatron again, Optimus scowled and shouted, “NO! It is not the only way! This is our home, Megatron! We will defend the ponies with our lives!!!”

The Autobots yelled in agreement and stood ready to fight for the equines. Megatron sighed and put his hand down, his optics glowing bright green.

“If that….is how it must be.”

He looked down at Chrysalis and asked, “Shall we?”

The Queen of the Changelings smiled and hissed, “I like the way you think, Megatron.” She flapped her wings and hovered in place. With a straight hoof pointed forward, Chrysalis screamed as loud as her lungs could take it.

“Changelings…ATTACK!!!!!”

Almost as instantly as she shouted that, the sky was filled with black dots that became bigger as they charged forward. The Autobots didn’t have a chance to act as the tiny bugs attacked them. Firing random shots, the Autobots did nothing as the Changelings bit at them and clawed at their faces.

Megatron laughed in amusement as the Changelings soared passed him and his Decepticons and straight into the hearts of the Autobots with speed and brute force. Chrysalis enjoyed the scene too. Her children were proving most effective.

Twilight and the others backed away from Prime’s legs and took off directly under the Crystal Castle. They were surrounded in mere seconds as the bug-eyed creatures glared at them with hunger in their eyes.

“Oh horseapples…” Applejack muttered. The Changelings began moving in on them.

They did what they do best.

Before they knew it, the six mares watched as several Changelings surrounded them and then suddenly morphed into them in a bright green flame. Their clones smiled deviously as they all zeroed in.

With a screech, the army charged or flew forward at the six equines. Twilight shot several beams of energy at the double gangers while the rest of her friends took action. Rarity bucked wildly and slapped a few of the clones across their faces as she moved in on a group of Pinkie Pies. Applejack bucked a clone of Fluttershy square in the jaw as the Changeling laid on the ground in pain. Fluttershy cowered in fear with her hooves over her eyes while Rainbow Dash stood by her side and fended off any Changeling trying to harm the timid Pegasus. Pinkie Pie sped around a group of Twilights and Applejacks while firing her party cannon at them, causing the Changelings to be blinded by the glitter.

This massive battle lasted longer than expected, for when Twilight lifted up her head she almost gasped in terror when she saw Queen Chrysalis herself walk up the stairs into the Crystal Castle.

Realization hit her like a bite to the back…right when a Changeling bit her in the back.

Crying loudly, Twilight landed on the ground while the black creature dug deeper into her skin. Drawing blood, the Changeling was about to finish her off before a blue blur rammed him in the face. Twilight looked up to see Rainbow Dash standing above her while screaming, “Don’t you touch my friends, you freaks!”

“Rainbow Dash!” Twilight managed to yell. The Pegasus turned around and helped up her hurting friend just in time for Twilight to yell, “Chrysalis…she’s going after my brother!!!”

Rainbow’s eyes grew wide.

“Oh buck me in the flank.”

____________________

While trotting peacefully inside, Queen Chrysalis found the invasion way too easy. The Decepticons had truly proven to be helpful to the Changeling cause, and since they have gotten this far, she couldn’t wait for the final part of plan to take hold.

With her were two of her best guards: Ripjaw and Slasher. They trotted up the long stairway and stood at the entrance of two massive crystal doors.

Chrysalis turned towards Ripjaw and ordered, “Ripjaw, open the door.”

“As you command, my Queen.” Ripjaw bowed and bucked the door open full force. The three of them stepped inside to reveal the stallion and alicorn hugging passionately while both of their horns glowed.

“Well…isn’t this a precious sight?” Chrysalis chuckled as she and her guards entered the throne room. Taking quick notice, Shining Armor dropped from the throne with his horn still glowing. Chrysalis could see the anger growing in his eyes from where she was standing.

“Stay back!” Shining threatened with his teeth grinding. He had enough trouble trying to hold the shield open, he didn’t want to deal with his “wife” right now.

The Queen sneered and pointed her hoof forward, “You should’ve been my husband. We could’ve made beautiful children,” After saying this, Shining stuck his tongue out in total disgust of the idea of laying with a bug. She continued while eyeing the alicorn’s swollen stomach, “But I see you’ve already succeeded in doing just that. You chose to sleep with a little whore than with the Queen of the soon to be ruler of Equestria!”

“Don’t you talk about me wife!!!” Shining Armor screamed and charged forward with his horn drawn downwards. Chrysalis’ guards took quick action and smashed their own bodies against the unicorn. Unfazed, Shining bucked them away and went straight for the Queen, his fury unleashed.

Taking action, Queen Chrysalis’ horn glowed green as she shot a single blast from her jagged horn at the stallion. Shining Armor flew backwards and hit the hard crystal wall with a hard shattering thud.

“Shining Armor!” Princess Cadance screamed in terror from the throne as she watched her dearest husband slowly sink to the ground. Her fears were only intensified as the Queen slowly approached her.

Princess Cadance gulped in fear. Chrysalis smiled at her.

“I think I will take my rightful place as ruler now,” Chrysalis chuckled while looking down at her swollen belly, “But since you are unable to fight me for it…I will just take it by force.”

Princess Cadance didn’t have a chance to defend herself when Queen Chrysalis shot a bolt of green energy at her horn. Cadance’s eyes glowed green and her horn fizzled out of power. Her body was limp as Chrysalis smacked her unconscious body on the floor next to the throne.

“Yeeeeesssss….it has begun…” Chrysalis hissed as she approached the window and looked outside. The blue skies flickered until the last remnants of energy protecting it were gone…

A dark shadow the size of the entire Arctic North chased across the snowy grounds headed for the weak source of love and happiness. After several miles of chasing, the shadow released a piercing howl into the sky that signaled his arrival.

The shadow surrounded the helpless Crystal Empire while a horrific face appeared out of the mist. A smile spread across its fang-filled mouth. Its dark red eyes stared at the empire before it.

“MY GLORIOUS EMPIRE SHALL RISE AGAIN!!!!!”

Darkest Hour

-CHAPTER XVI: DARKEST HOUR-

“I’m Vortex! Fly me…if you dare!”

-Vortex

INTEL: Vortex is the interrogator of the Combaticons. Even his fellow Decepticons are disgusted by his advanced techniques for extracting information from prisoners. Vortex takes advantage of his flight mode by surveying the battlefield and blasting any Autobots who find their way into his weapon's scope.

____________________

IDENTITY: CONFIRMED

EX-AIR COMMANDER OF THE DECEPTICONS

YOUR CHANCES FOR SURVIVAL ARE LOW

As I walked up the hills of snow, I finally reached a good enough viewing point so I can finally see this so-called “Crystal Empire”. With the whistling blizzard hitting my fatigue armor, I placed my hands on my hips as my optics finally located the empire.

“What is this?” I asked myself as I got a closer look. Several miles away was a giant cloud of darkness that somehow was overtaking the entire empire. I couldn’t let this happen. With that dreaded cloud covering the empire, there was no way I could find Megatron in there and have my revenge.

Luck seemed to be on my side today.

The cloud let a piercing howl into the already screaming air as it slowly dissolved into the empire itself. Nothing remained of the darkness and I could see the light the of the Crystal Empire return. I smiled broadly and shouted, “There! The empire is finally vulnerable! Megatron is definitely in there!”

I turned around where my optics caught the towering purple visor in the sheet of white snow. I yelled, “Now, my newest slave,” I faced the empire again and this time pointed a finger straight forward, “the time to attack is now!!!”

No response.

I turned back around to see that glowing purple visor glaring straight forward, its focus obviously on something. I had expected this. The use of Dark Energon on this already stupid Autobot was too much for its mental circuitry. Grimlock couldn’t even talk…just follow orders.

Releasing an impatient growl, I pointed at the empire and shouted, “Attack, Grimlock! ATTACK!”

That seemed to do the trick.

The visor moved forward. I backed away and transformed. Activating my turbo boosters, I sped off into the blizzard with my newest slave following close behind.

“Victory will soon be mine!”

____________________

END TRANSMISSION

-IDENTITY: UNRECOGNIZED-

Twilight’s nightmares had come true.

The blue sky ripped apart with the shield protecting the empire disintegrating. The Changelings scattered away from her friends and assisted in killing the Autobots, which was just enough time for the six of them to limp out of the shadow of the Crystal Castle.

What they saw was horrific.

A dark brown color filled the skies as the massive cloud of darkness circled the empire. The six equines watched in utter terror as the cloud drove forward and centered itself on the castle itself. Backing out from underneath the castle, Twilight and her closest friends gaped in horror as the cloud of darkness landed on top of the podium and formed a small body.

The cloud came together until all the darkness was gone and the only remnants that remained were on the castle. The ponies managed to catch Queen Chrysalis approaching the top of the podium.

“Oh no…” Twilight silently muttered.

_____________________

Queen Chrysalis couldn’t stop smiling as her hoofsteps echoed across the crystal podium. Her green eyes drifted upwards to see the cloud of darkness swirl into the air, signaling his arrival. So swiftly, the cloud came down on the podium, small black crystals appearing where the cloud hit. Chrysalis watched as the cloud formed a body and head.

The horn of the shadow creature appeared, indicating it was a unicorn, also the buff features and long robe proved that it was male. The cloud disappeared and all that remained was the tall unicorn with his flowing black mane and misting purple eyes.

Chrysalis came up to his side, her eyes hard focused to see if he was truly ready.

He opened his green eyes to reveal two burning red iris. Smiling proudly, the unicorn stomped his hoof on the crystal podium while eyeing the battlefield.

The Queen of the Changelings politely coughed, catching his attention immediately. When he looked at her, Chrysalis spoke with her hoof pointed at the grounds below.

“I welcome you a triumphant return to your empire, King Sombra!”

The King smiled, his sharp teeth glistening with hunger. His anger would have to wait…not even his true powers could be unleashed at this moment of time. But that didn’t mean he couldn’t begin the infection.

“You have done so well, my Queen,” King Sombra growled causing the Changeling to smile proudly, “Shall we begin my reign over these pitiful crystal ponies?”

“Yeeeeesss…” Queen Chrysalis hissed which was a sign she was indeed ready. Taking a step back, Chrysalis watched as King Sombra let out a deafening laughter before his horn and eyes lit up a dark red. With a great shockwave, Queen Chrysalis smiled with glee as the blast sent each Autobot far away from the castle…

“Oops,” Chrysalis placed a hoof to her mouth as the Decepticons including Megatron flew back with the Autobots, “forgot about them.”

____________________

“AHHHHHHHHHHHHHHHHHH!!!!!!!!!” Twilight and her friends screamed in unison as a powerful blast erupted from the Crystal Castle which sent the Element Bearers backwards. Rainbow Dash twisted and turned until her wings caught flight.

“I GOTCHA!” Rainbow screamed and grabbed Pinkie Pie.

Fluttershy acted quickly, her fears vanishing with her friend’s lives in danger. She swooped down and picked up Rarity right before she could hit the ground. The Pegasi were gone, thus allowing Twilight to finish it.

Sparking up her horn, Twilight focused on Applejack and herself. When she opened her eyes, she found that both her and Applejack were protected in a purple ball of energy she had created. She lowered herself and Applejack safely to the ground.

With the orb disappearing, Twilight and Applejack watched as Fluttershy and Rainbow Dash flew down towards them with the rest of their friends held in their hooves. They all landed safely on the ground as they all shared a couple of smiles.

They quickly disappeared when the something loud caught their attentions.

Spinning around in panic, the Element Bearers screamed and quickly got behind some crystal houses when the bodies of several Decepticons and Autobots were sent their way. They hit the ground with such force that their bodies looked like rag dolls as they hit the buildings, nearly shattering them.

Twilight looked up from her hiding point, her eyes focused on the street ahead of her. That’s when she saw the absolute last person she wanted to.

Megatron landed right in front them, his growls growing louder.

This didn’t remind the unicorn of the wretched Decepticon leader. He was tossed away like a piece of trash. And Twilight knew to NEVER call Megatron that, lest she wanted to be crushed. Once he stood back up, the mares scrunched closer together so they could be concealed from the Decepticon’s wrath. Megatron rubbed his head and looked forward at the Crystal Castle which was much farther away now.

They heard him speak.

“How dare you, Chrysalis?! Harming my Decepticons and I with that blast! Whose side are you on, anyway?!” Megatron screamed right towards the castle. Twilight and her friends watched Megatron point his finger at the castle, but they were surprised to see him hunch his shoulders and grip his head in pain.

Megatron fell on both knees as he roared in pain. Twilight caught a glimpse of his glowing green eyes.

“That’s odd…I thought they were red?” Twilight silently asked herself. It wasn’t long before they heard Megatron speak again, this time in grunts.

“I-I…I will…obey…C-Chrysalis! I WILL OBEY!!!” His breathing slowed down as his eyes went back to their normal color. Megatron stood back up while wobbling on his feet a little.

Twilight had no idea what had happened. Megatron said he will obey Chrysalis. Was he…working for her? Unfortunately, she never had enough time to figure it out because a tiny whimper escaped Fluttershy’s trembling form.

Rainbow Dash quickly covered Fluttershy’s snout with her hoof in hopes that Megatron didn’t hear. Everypony froze up and slowly turned their heads towards the street. There was Megatron…facing directly towards them.

They could see his red eyes as he began to approach them.

“Awwww….Twilight Sparkle…that is your name isn’t it?” Megatron asked with a sign of disgust in his voice. Nopony could move…or scream for that matter. They had seen all the terrible deeds Megatron was capable of with their past experiences with him. And to see him simply approaching them…was too much.

Once he stood over them, Megatron flashed an evil grin and said, “Thought I’d forget about you six? Did you really believe for a split second that I would forget about your world and its rich energy source?! Surely you understand, for us to destroy your world to save another…it’s only fair.”

Regaining some courage, Rainbow Dash gulped and shouted, “F-fair?! You call this FAIR?!?! You’re trying to destroy our home, buster, AND you’re not even gonna give us a chance to defend ourselves?!”

Megatron answered with a mixture between a scoff and a chuckle, “You think you could defend yourselves from my wrath, not only just me, but the ENTIRE Decepticon army? And I’m not talking about the Decepticons on this planet.”

When they just stared at him in horror, he continued, “You know…I guess I have to thank you before I do anything drastic,” Their confused looks brought enjoyment to the Decepticon leader, “If it hadn’t been for you six, Discord would have never been defeated and I would have been killed. So I guess it’s your entire fault that this is happening. Since I am alive, I am able to destroy your world, and not even Discord is here to stop me.”

Pinkie Pie stepped forward, her face red hot with anger as she shouted, “Think again, buddy! Discord IS back and he’s SUPER nice! Ever since we taught him about the magic of friendship, especially Fluttershy,” She pointed her hoof towards the shivering Pegasus who curled up even smaller, “SHE reformed Discord! So you better watch your step because we could easily get Discord to fight you again!”

For a brief second, Twilight could almost see the surprise on Megatron’s face. It quickly faded and he soon exploded in laughter. Megatron let a few more chuckles escape as he gasped, “Oh what fun! Discord has fallen prey to the magic of friendship. Especially him! He now loves the one thing he swore to destroy! SO PATHETIC!!!”

When the hope of Discord helping them was gone, Pinkie Pie’s ears flattened as she scooted back with her friends. Megatron sighed happily and said, “Well…now that the fun is gone…I guess I could finish you all off and then begin with my master plan.”

Mentally whimpering, Rarity shook it off and screamed, “What did we ever do to you that could make you hate us so much?!”

The leader of the Decepticons crossed his arms and smiled broadly, “Simple. You’re living.”

“THAT DOESN’T EVEN MAKE ANY SENSE!!!” Twilight heard herself scream. Her friends turned their heads towards her, eyebrows raised in surprise. Megatron looked down at her with his frown quickly growing back. In an attempt to defend herself, Twilight explained, “I-I mean, that doesn’t make any clear sense. You hate us because we’re alive? Just because we live a different way from you Transformers makes us inferior to you?” She spoke with her voice soft and her eyes hopeful.

“Can’t you just…please…leave our planet alone…and go home?”

Megatron thought about it for a quick second with his hand rubbing his chin. He shook his head with his right arm transforming into his cannon.

“I...think not.” Megatron growled as his cannon was pointed towards the tiny ponies. He could see the fear in their eyes. Megatron had seen this countless times. Fear was always visible on Cybertron. Either when he was mutilating Autobots or simply frightening his own soldiers, fear was always present.

Megatron continued as his riot cannon charged up, “Why give up a perfectly good planet rich with energy when I’m standing on one right now? Think about it, if we suck your planet dry, we can reboot Cybertron and save my race. Your dearest friend Optimus ‘Prime’ would want you to do this…he would want you to sacrifice your home for ours. After all…he practically did the same for you ponies.”

Twilight really didn’t want Megatron’s words to be true. But in a twisted kind of way…he was right. Optimus did sacrifice Cybertron for Equestria when he had first arrived here. When he left Cybertron, he held onto the hope that there was a better tomorrow, that wherever they go would hopefully be peaceful enough for them to rebuild.

Was this paying him back?

Was giving up their planet for Optimus Prime the right thing to do since he had saved Equestria? Whatever the answer was, she just hoped it wouldn’t be true.

Twilight, Rainbow Dash, Applejack, Rarity, Fluttershy, and Pinkie Pie held each other tight when Megatron was mere seconds away from killing them right now. They may have battled Bruticus, they may have conquered all of Cybertron, and they may have defeated the powerful Starscream….but there was no way in Equestria they could stop the leader of the Decepticons from fulfilling his destiny.

Twilight gave up.

After a few seconds of continued silence, a familiar voice rang through her head.

‘Never give up.’

Opening her eyes, Twilight Sparkle gasped when she saw the red blur tackle the great Decepticon leader. A loud crash came to as each mare opened their eyes to see their old friend.

“You will NOT hurt them!!!” Optimus yelled and punched Megatron across the face while straddling over him. Megatron roared in anger and head-butted Prime. Optimus fell back as Megatron stood back up with his cannon in tow.

The two leaders glared each other down.

The ponies watched in awe.

The dark crystals began growing around the ground.

The skies were infected with the color brown.

The end…has begun.

Charging forward, both Optimus Prime and Megatron locked hands. Pushing forward, Optimus managed to loosen Megatron’s footing. Taking advantage, Optimus punched Megatron across the face which was enough time for him to-

“Lucky shot!” Megatron screamed and fired one blast from his cannon. The purple ball hit Prime in the chest causing him to recoil. With Optimus in pain, Megatron charged forward. But Prime was ready and tripped out Megatron’s feet.

Quickly rolling and standing back up, Megatron didn’t have enough time to react when Optimus charged forward and gave him a swift kick to the abdomen.

Megatron managed to shout, “Decepticons, I require assistance!”

The six ponies brought their attention to the skies to see two flying object heading for the battle. Not only that, but three vehicles were driving right towards Prime and Megatron.

“LOOK OUT, OPTIMUS!!!” Twilight screamed.

Optimus turned his head for a quick second to see the five Combaticons transform and charge right for him.

“No…”

With his defense gone, Megatron fired two shots from his riot cannon that struck Optimus in the shoulder and gut. Optimus Prime backed off while holding his abdomen in pain. The pain quickly intensified.

The ponies couldn’t bear to watch anymore. Rainbow Dash was chewing on her hooves, Fluttershy’s eyes were chock full of tears, Pinkie Pie’s mane was flattened, Rarity was shaking uncontrollably, Applejack had her hat shielding her face (the crystal shards hitting her nose), and Twilight was sitting with her mouth agape.

Optimus Prime was being beaten senseless.

Onslaught grabbed Prime by the shoulders and lifted his entire body above the ground. He brought his strength down and jammed Prime’s head into the crystal ground with a deafening thud. While standing back up, Prime got shot in the chest by Vortex’s assault rifle; he was swiftly kicked across the face by Brawl, and finally shot square in the face by Megatron’s riot cannon.

The power of the blast sent Optimus back several feet where he landed in the nearest crystal house. Each mare could hear his groans of pain as the Decepticons slowly approached his position.

Through the tears, Twilight could see Megatron walking towards Prime.

He spoke with his voice low, “Giving up your life for this world is a worthless sacrifice, Prime. You would rather die than save your own home from complete annihilation? These ponies are more important than all the Autobots back on Cybertron?!”

Falling out of the crystal house, Optimus Prime fell on his knees and tried so very hard to stand back up. Megatron glared in anger at Optimus’ defiance.

“You just don’t know when to give up do you?” Megatron asked Prime’s injured form as he approached from behind him. The Combaticons stood right behind their leader as he pulled out his deadly sword. Megatron growled, “Discord may have killed you once before, but he failed to do one thing: finish you off.”

Megatron lifted up his sword right above Prime’s back.

Optimus lifted up his head when he heard several screams.

“If giving up my life to save this world is a necessity, than I will fulfill it. But if I go down…” His right arm shrunk down and a long red blade popped out, “I’M TAKING YOU ALL WITH ME!!!!!”

Optimus’ other hand transformed into another blade. He spun around and caught Megatron’s sword right before he could bring it down on him. Using his other blade, Optimus jammed his red sword into Megatron’s abdomen which went straight through.

Megatron roared in pain as Optimus ripped his blade out and hit him in the side of the head with it. The force of the hit caused the Decepticon leader to fall back as the last Prime charged at his helpless soldiers.

Twilight couldn’t believe her eyes, neither could her friends.

They were all witnessing a battle with unfair odds suddenly change. Optimus was unstoppable. His blades slashed and cut in such swift motions that it looked as if he was training for this moment in time. His moves were not of his own and simply instinct that took place.

Optimus dodged the missile shot at him by Onslaught and raced towards him. Ducking under his right fist, Optimus sliced off Onslaught’s hand that fell to the ground with a hard thud. Kicking out Onslaught’s legs, Optimus quickly moved forward to the rest of them.

Vortex and Brawl went for Prime at the same time. But it was already pointless. Optimus Prime reared forward and grabbed Brawl’s left leg while jamming his blade directly into his knee. Ripping his blade out and hitting Brawl across the face, Optimus dodged Vortex’s punches and kicked him in the gut. Vortex was vulnerable at last which Optimus took great advantage of. He got behind him and relentlessly punched him across the face sending the Combaticon into the nearest building.

Turning around in a swift motion, Optimus dodged the blue beam supposedly going for him. He followed the beam to where he saw Swindle with his arm forward and the beam protruding out of it. Optimus quickly got an idea. Grabbing the beam, Optimus yanked hard and activated his path blaster. Swindle was pulled forward instantly; the end of Optimus’ blaster hit his chest with a powerful bang.

With Swindle’s flaming chest hitting the ground, Blast Off charged forward and attempted to stab the Autobot leader. It was useless. Optimus put his blades away and grabbed Blast Off’s right arm before ripping it clean off with his miraculous strength.

Using the severed arm as a weapon, Optimus smacked it against Blast Off’s head causing the injured Combaticon to fall along with his severed arm.

It was over.

Optimus breathed in and out before his hearing processors caught the sound of whimpering. His optics landed on an area between two crystal buildings. There he saw the six ponies he had befriended, each with wide eyes full of tears.

And how could he blame them for crying?

They were forced to watch Optimus do what was absolutely necessary in order to defend himself. Viciously beating each of his brothers with his brute strength was obviously too much for their minds to take in.

Optimus had thought they were already use to it. They had seen so many battles unfold between the Autobots and Decepticons that he had begun to think that it had grown on them and they accepted it.

He didn’t want that to be true. If it was, then he would have truly failed them. He would have failed from protecting them from the horrors of war. But he was glad, in a weird kind of way, to see them crying over this carnage. They obviously still weren’t use to it.

Before he knew it, Optimus Prime began walking towards them.

He was instantly stopped by his back exploding.

Optimus could hear the ponies scream as he fell to his knees. Slowly looking back, Optimus groaned when Megatron approached from behind with his cannon pointed to him.

“This end here, Prime,” Megatron shouted as he moved in close enough to the Autobot, “I can’t have you spoiling my plans anymore! Fall like the rest of your Autobots!!!”

But right before his cannon could charge up…or before Optimus could even act…a new sound was heard.

“RAAAAAAAAAAAAAAAAAAAAAAAWWWWWWWRRRRRRRRR!!!!!!!!!!!”

It was too silent.

Far too silent.

Megatron backed away with his head looking back and forth, obviously hoping he didn’t just hear that. His face was trapped in fear…with no way of removing it.

Optimus Prime slowly stood back up. Along with Megatron, he scanned the area. The roar was all too familiar for him to decipher. It wasn’t hard to know that it was Grim-

The ground shook.

It shook again.

Twilight looked down in Fluttershy’s puddle of tears to see the water vibrating every time the ground shook. Her breathing intensified. And her eyes grew wider than expected.

All around them, the Autobots and Decepticons were finally coming to. The Element Bearers could see the entire Autobot army circle around the area where Prime had just fought moments ago. With them was the entire Decepticon army. None of them fought. None of them battled.

They just stood there…eyeing the area in fear.

An eerie and almost scary silence filled the Crystal Empire. It wasn’t long before the ponies spotted the Changelings finally arriving to the scene. The small black dots stood at the feet of the Decepticons but none of them tried to do a thing.

It was if they were all waiting…for something.

When the silence continued, Twilight and her friends almost decided to escape from their hiding spot and hopefully ask Optimus what was going on.

They never got the chance to do that.

For out from behind the buildings came none other than Starscream.

Megatron, along with his Decepticons including the Autobots, backed away as the once air commander of the Decepticons made his way forward. His optics were almost as terrifying as his crooked smile. Starscream slowly approached his once master with his hand waving back and forth.

“Oh…lord Megatron, did you miss me?"

None of the Decepticons could speak, especially the Combaticons because they were far too injured, most of them were frozen in shock and fear. They had watched Starscream die before their very optics…there was no way he could still be alive.

Megatron’s optics glowed dark red for a brief moment. It quickly faded as he gave off a soft chuckle and said, “You just don’t know when to die do you?” He crossed his arms and asked, “Tell me, Starscream, what brings you all the way to the Crystal Empire other than to fall yet again?”

Starscream gave a high pitched laughter before saying, “I don’t seek to fail, Megatron. I seek to succeed in taking my rightful place as leader of the Decepticons.”

“Have you already not figured out the FIRST TIME?!?!?!” Megatron bellowed causing the Decepticons and Autobots to shrink back. Optimus was the only one to face his anger as Megatron continued to yell at his fallen sky commander.

He pointed a finger at him as Megatron shouted, “Do you really wish to fall to me again, Starscream?! Because I WILL do it if you dare threaten me again!!!”

Starscream smiled with his glare still present.

“Did you really think I’d be stupid enough to come alone?” Starscream asked Megatron while looking at his fist. Megatron recoiled for a brief moment, obviously surprised but not too much, before he exploded in laughter.

The rest of the Decepticons joined in the laughter while the Autobots stood in silence. Megatron seized laughter and managed to say, “HAHA! You probably managed to encourage a few animals from this planet to do your bidding, haven’t you?!”

Starscream’s smile grew so much bigger.

“Oh…..not even close.”

He slowly raised his hand in the air and snapped his fingers.

Silence was all that remained. The Decepticons were about to enjoy another laugh, over the fact that Starscream was too stupid to even bring an army to fight the entire Decepticon power. But right before they could do just that….

The nearest crystal house exploded….

….and out came a rampaging dinosaur.

All heads turned towards the explosion. All expressions changed to fear in an instant as the Tyrannosaurus Rex charged forward with its mouth wide open and fire expelling out of it. The Autobots quickly dodged out of the way, the Decepticons were not so lucky.

The T-Rex stomped its feet at the ground causing the Stunticons to fly back from the shock of the foot. It quickly swiped its tail sending Ramjet, Thrust, Dirge, Barricade, and Soundwave into several buildings. The dinosaur turned its massive head forward…where it saw its target.

Roaring loudly, the T-Rex charged forward at Megatron and the Combaticons.

Megatron couldn’t believe what he saw. If Starscream was able to do this…to find this beast and actually make it listen to him…it didn’t make any sense.

Just like how Starscream managed to knock him to his back made no sense.

Megatron looked up to see a snickering Starscream above him. He didn’t have time to shoot him because the beast was coming closer.

“Combaticons,” Megatron shouted, “combine into Bruticus!”

Onslaught looked back at his master and admitted, “We can’t! We’re too injured to join together!” Onslaught didn’t have enough time to turn back around. For the T-Rex bit down on his body and shook the Combaticon leader senselessly. The beast threw Onslaught into a crystal house and finished the rest of them off with a large swipe of his tail.

Megatron laid there completely defenseless, with Starscream and his newest follower drawing nearer, he could do nothing but back away.

Starscream leaned in and snickered, “How does it feel, Megatron? To be conquered by someone lesser than you? I bet it feels awful. And it’s going to feel a lot worse,” He pointed his finger directly at Megatron and screamed, “KILL!!!!!”

Right before the beast could attack the Decepticon leader, a blue ball of energy hit it in the side of the head. Turning around, the T-Rex looked down to see Optimus Prime and his Autobots attacking it with all they had.

Ignoring Starscream’s orders, the beast reared down and breathed a large torrent of purple flames at the Autobots and their leader. After a few seconds of waiting, Starscream turned back around and saw his slave doing nothing he requested.

Well…in a way he was following orders.

The dinosaur bit and swiped at the Autobots while the only thing they could do was shoot at it which didn’t cause a lot of damage. Growling furiously, Starscream turned back around and prepared to finish off Megatron by himself.

Instead he met the end of Soundwave’s Techvolt.

“AHHHHHH!!!!” Starscream wailed in pain as the electricity of the weapon hit his very spark. After he fell backwards, Starscream looked up to see Thundercracker and Skywarp help up their injured master with Soundwave.

“NO! STOP!!!” Starscream shouted. But it was already too late. Thundercracker carried Megatron away into the air while Skywarp did the same with Soundwave. Starscream could easily chase them down and have his revenge…but first…he needed to make sure his slave was safe.

Turning back around, Starscream charged forward with a battle cry and charge rifle in tow as he attacked the Autobots trying to harm his newest follower.

She couldn’t believe it.

Rainbow Dash couldn’t believe what she saw.

While the rest of her friends watched in awe as the battle between Starscream and his slave and the Autobots took place, she just sat there…with a face filled with no emotion whatsoever. Her eyes were blank, her expression was gone, and her wings were low to the ground.

What she just witnessed coming out from behind that house…just redefined the laws of life.

‘Grimlock?’ Rainbow Dash mentally whispered to herself.

It was indeed Grimlock attacking the Autobots, but he was different. All the glowing red lights on his body were gone and only purple lights remained. Whenever he breathed fire it would be purple not orange. His eyes no longer glowed as red as the fires he contained in his mouth, they glowed a dark purple.

But worst of all….worst of all….Rainbow Dash saw the Decepticon symbol on his head.

Her shock was gone and only anger resided.

'Traitor.'

____________________

Thundercracker slowed his descend as Megatron fell from his grasp, probably because Megatron didn’t like to be carried. When Megatron wiped himself off, he looked behind him and noticed that Soundwave was with him. Both Thundercracker and Skywarp watched inventively as Megatron stepped on the edge of the largest hill.

Growling, Megatron stood at the top of the tallest grassy hill in the Crystal Empire. From where he was, Megatron could see the entire Crystal Empire before him, so glorious it was. He soon realized that after Starscream’s attempt to overthrow him yet again, he must act now…

Their defenses were broken. Chrysalis and her Changelings had already begun attacking the empire for he saw them from where he was standing. Equestria was weakened…

“Soundwave,” Megatron ordered as the Communications Officer approached from behind, Megatron looked at him and growled, “No more waiting. No more time must be wasted. It is time for the world to know of our presence!”

The Decepticon leader put his arms behind his back, his optics locked on the soon to be battle ground of Equestria’s darkest hour. After a few more seconds, Megatron spoke.

“Contact Shockwave. Send the assault.”

Soundwave bowed. “As you command, lord Megatron.” He transformed into his boom-box mode as Thundercracker and Skywarp watched in awe. Soundwave made several beeps and blips before he came to life and his boom-box was sending airwaves into the heavens.

Megatron closed and opened his optics one final time.

“Decepticons…rise up and conquer.”

____________________

TELETRAAN 1 COORDINATES RECEIVED

-CYBERTRON-

“Decepticons…the time has come…approximately one year ago today, Megatron, our leader has ordered our armies be prepared to send a full-scale assault on the pitiful planet known as Equestria. Today is the day…we rise up and take what is ours. No more hiding. No more mercy. It is time for the galaxy to know of us, the Decepticons, the most powerful alien race. Rise, my Decepticons, rise up and take what is ours. We will unite. We will stand together. And all shall fall before us!!!”

The undying Decepticon army piled into the starships, the hopes they held would save their lives and their home world of Cybertron. This was the day that would change their legend. This was to be the battle to end all battles.

This was the rise of the Decepticons.

Shockwave stood proudly after his announcement made earlier. He watched from his tall podium as the massive Decepticon army he had spent several hundred mega-cycles preparing and building made their way into the Decepticon starships. Along with the starships, several hundred dropships already took the skies, filled with Decepticon soldiers.

After several hours of waiting, a soldier approached Shockwave from behind and knelt at his feet.

“Lord Shockwave, sir, your ship is ready, sir.” The soldier lifted up his head to see Shockwave’s glowing purple eye meet his face. He hated it when Shockwave looked at him. It was so creepy.

Shockwave nodded and said, “Excellent.” Together, both Shockwave and his soldier made their way off the podium and towards his escape ship.

____________________

“Energon levels full. Space Bridge coordinates locked on. Beginning countdown.” Shockwave muttered as he pressed several buttons on his blaster. Not only was it a devastating weapon, but it was also very helpful in keeping track of his objectives.

One final push.

Shockwave gripped his steering wheel and turned his head left. There he saw from passed his window the Space Bridge itself as it spun to life and fired the beam directly into space.

“10…9…8…7…6…5…4…3…2…1…0.”

____________________

Ultra Magnus and his team watched from the highest skyscraper they could find as the Space Bridge became active. Their fears along with their excitement grew as it fired the beam into space. The final plan must be done…there was no hope for them left on Cybertron.

And maybe….just maybe…they could find peace on this other world.

“Everybody, grab on!!!” Blurr quickly yelled and fired his grappling hook over to the nearest dropship sailing past them. Hot Rod, Kup, Arcee, and Magnus held each other tight as Blurr was holstered forward towards the dropship. Springer chose to fly there in his jet form.

Once they were latched on, Kup used his laser to create an entrance on the outside of the dropship. Pushing it open, the small team of six Autobots raced inside the small ship with guns blazing.

“What the-BEHIND US!!!” A Decepticon soldier screamed right before he got shot in the face.

The Decepticons were mutilated in mere seconds as Magnus and Kup jumped forward to the driver’s seats. Once there, Ultra Magnus shot the head off the driver with his photon burst rifle. Kup quickly grabbed onto the steering wheel and held the dropship steady as it followed the rest of the Decepticon ships.

“We’re good, Magnus,” Kup grunted, “those ‘Cons don’t even know we’re here.”

Ultra Magnus nodded while keeping his focus on the skies ahead of him. Before long, they found themselves in deep space with several hundred Decepticon ships soaring right by their side.

“Wherever we go…Cybertron will be with us…always.”

____________________

There they flew.

At least fifty starships filled with hundreds of thousands of Decepticon soldiers and devastating war machines capable of leveling the entire planet soared into the vast vacuum of space. Shockwave’s ship led the way as the space portal ahead grew completely unstable.

The last bits of Energon on all of Cybertron were used on this expedition. They would not return without sucking the target planet dry.

Behind Shockwave was several hundred dropships and Decepticon jets, the entire Decepticon army was sent into space…thus abandoning Cybertron. With the hope the Decepticons held for saving their home, the Decepticon armada entered the black hole until none were left in deep space.

Cybertron was a lone planet…forever lost without any hope of life.

_____________________

A new portal opened.

The Decepticon armada escaped the vortex and reawakened itself to this new planet, rich with energy. The starships sailed above the planet’s atmosphere as the dropships lowered themselves into the planet itself. But strangest of all….the portal did not close.

The starships opened up and several thousand Decepticon Leapers and Heavy Soldiers piled out, acting like meteorites as they fell into the planet itself.

The end of days had begun.

Author's Note

I guess I covered a lot in this chapter. King Sombra's rise to power, Starscream's return, Grimlock's enslavement, and the invasion of the planet of the ponies. This entire armada of Decepticon brutality will not be focused on just the Crystal Empire. To invade and colonize a planet of its resources, one must eradicate the indigenous life forms and destroy the major locations. Cities, capitols even, will fall in mere hours.

The Decepticons will not hold anything back. This fight is for the survival of their race....as well the equines.

The Darkest Hour has arrived...

Countdown to Extinction

-CHAPTER XVII: COUNTDOWN TO EXTINCTION-

“A good shot is worth more than a good intention.”

-Warpath

INTEL: Warpath is brash and boastful, always keen to show off his powers with his giant cannon. Not only is it violently powerful, but it's extremely accurate, even over a range of a mile and a half. It gives him the confidence to charge headlong into battle against the Decepticons. Unfortunately, the said cannon fire has also made him slightly deaf.

____________________

“I said get, ya worthless swindla!”

“Ah come on, dude! Two bits! That’s my final offa!”

“I SAID GET!!!”

The so-called “swindler” backed away when several cherries were thrown at him. Luckily, he caught a few in his mouth after the seller viciously chucked a whole bundle at him. Running away, the swindler could hear the male unicorn shouting threats such as, “Come here again and you’ll get it!”

Finding a nice alleyway, the swindler sat down and began to chew his lunch. It wasn’t much, just a few cherries. Either way, it would still be enough to get him through his day as a begging peasant.

The swindler sat down in the dark alleyway and sighed heavily.

He hated his life, almost as much as he hated Manehatten. But this dreadful city was his home and he came to accept it. Usually, just begging and tricking people out of there food was his main “objectives” every day. It was like this ever since his wife left him.

He lifted up his head where the back of it hit the brick wall of the alley. There he saw the storm clouds picking up and about to cover the warmth of the sun. He scowled and mumbled, “Stupid Pegasi, why do they have to ruin this day?”

But it wasn’t the Pegasi.

They weren’t even storm clouds.

His eyes widened when the storm cloud opened up and several large raindrops began dropping. The screams filled his ears as he backed away deeper into the alleyway. His breathing increased and his senses took over.

All around him he could hear the screams of the ponies he had swindled in the past. Their misery only increased as several explosions rocked the grounds causing the begging stallion to cover his ears and eyes in fear.

A deep, unrecognizable voice came from above.

“Let’s move, Decepticons! Clear these streets!!!”

The stallion opened his eyes.

He gasped in terror when the large brick building directly ahead of him suddenly exploded when a meteorite struck the side of it. The entire building collapsed as strange…two-legged creatures began filling the streets.

The beggar slowly crawled out of the alley and gasped in fear when he saw his home crumble in seconds.

Fire rained the skies. Darkness overcame the city. Filling the skies were possibly hundreds of massive triangular-shaped ships with a large number of those creatures piling out of them. They hit the grounds of Manehatten and began charging at all the ponies running for their lives.

The homeless stallion gaped in horror as one of the creatures cornered a young mare and her child near the edge of a collapsed building. He may not have screamed when the monster pointed a strange weapon at them and fired. He may not have screamed when the aliens began falling from the skies at breakneck speeds.

But he did scream only when one of those massive meteorites landed directly on him.

Darkness was all that remained.

____________________

“You ready for school, sweetie?”

“Almost ready, mommy!”

The mare smiled warmly and decided not to check in on her son while he was still in his room. It was like this almost every day: she would get up, force her husband to get out of bed, start breakfast, and of course wake up her son. But a mother’s work was never finished and she loved every day just as much as she loved her son.

Today was his first day of school. All his friends would be there, all the friends he had grown up with and played with in their very own home. The mare almost shed a tear for how old her son was. It felt just like yesterday her hoof was being held by her dearest husband when she was giving birth to the colt.

“They grow up so fast.” The mother quietly told herself as she entered the kitchen. Sitting at the dining table was her typical husband, levitating a coffee cup and taking several sips while reading the morning paper. She could see his scruff and almost giggled at how worn-out he looked.

“Morning, hun.” The mare said as approached her husband and kissed him on the forehead. The stallion smiled warmly and gently stroked his wife’s cheek with his rugged chin. She giggled as the prickly hairs tickled her neck.

“Morning, dear, how are you?” The stallion asked while his eyes drifted towards the paper again. A special news story was read at the top that he somehow couldn’t take his eyes off.

She shrugged and muttered, “Same old, same old. Your son is almost ready for school; he said he wants to say bye to me right before YOU took him to his new school.” She pointed her hoof to her irritable husband who kept his eyes on the frontlines of the paper.

“Mmmhmm…”

“Hun…?”

“Mmhmm…”

“Dear!”

The stallion took his eyes off the paper and on his wife. Her glare could pierce at least twenty windows if he didn’t apologize quickly. Sheepishly smiling, the stallion put the paper down and said, “Hehe…sorry, dear, I’m kinda spacing out today.”

She frowned and said, “You better not be spacing out, because your son-“

“Daddy!!!”

Both father and mother turned their heads to see the bouncing little colt enter the kitchen and give his father a big hug. The stallion smiled and ruffled up the colt’s mane while saying, “Hey, kiddo! Ya ready for school?”

“Sure am,” The colt smiled wide, “I got my lunch, I combed my mane, I brushed my teeth and-“

The house suddenly shook.

The young colt stopped talking and stared at the small glass of milk on the table. Several little ripples appeared at the top whenever a few seconds had passed. The father took precaution and stood up from his seat.

“Stay here,” He ordered, “I’m gonna check out the window.”

“O-okay, dear.” The mare stuttered as her only child slowly approached her. The father looked back to see his son clutching his mother, obviously scared.

He shook it off. In fact, he literally shook it off as the house rumbled again and he nearly face-planted on the ground. Things kept getting worse; one of their chandeliers fell off the ceiling and crashed onto the wooden floor. The sudden explosion of glass caused the colt in the other room to scream.

The stallion growled, “Dangit…that thing was expensive.”

Stepping over the glass and pulling the window shades apart, the stallion stopped breathing for a brief second in time. That small second not only caused his breathing to stop, it also caused the male unicorn to lose his balance and actually try to crawl away at the horror he had witnessed.

For what he saw…was Fillydelphia, his home, the place he had grown up and met the love his life in, was being torn apart before his very eyes.

Several large ships sailing above the skies seemed to create large, purple beams that spread across the grounds of the large city. He almost didn’t believe that one of the many purple beams just annihilated a large skyscraper before him, he almost didn’t believe that coming out of the ships were smaller purple dots hitting the ground and tops of buildings, but he did believe….when a large monster appeared in the front of his window.

The creature was purple in color and had large pointed tips for hands. But probably most disturbing about it was its large purple eye that glowed dark purple as did the symbol on its chest.

Shocked in fear, the stallion never had a chance to whimper when the creature busted through the window and into his home.

“DADDY!!!”

Both the monster and the stallion faced the sound of the scream, where they saw a mare holding a small colt against her chest in a protective embrace. The creature chuckled darkly and pointed its fist at the mare and colt.

“Did I just hear ‘daddy’? That means this will be all the more painful to see….and to feel.” The creature growled and approached the two ponies.

Standing back up, the stallion jumped forward on the monster trying to attack his family. Be it extremely brave or very stupid, he would NEVER let anything hurt his family. But the monster didn’t even feel threatened.

Instead he just swatted the stallion off of him causing the unicorn to hit the hard wall with a loud thud. Slinking down and hitting the ground, the stallion groaned and opened his eyes.

They were quickly filled with tears when the monster lifted up his fist right over his wife and child.

“NOOOOO!!!!!”

The monster turned back around, its purple eye directly focused on the direction of the scream. It was coming from the unicorn. He was obviously in pain with liquid trailing down from his face. The Decepticon chuckled. He knew this must be horrible for anybody to watch.

Their own family being murdered before their eyes.

“You’re pretty tough, pony,” The Decepticon growled and turned his way, “You managed to survive a hit from a Decepticon Leaper, not many Autobots could survive that. And because you’re so tough, I’ve decided to spare your family.”

The stallion felt relief flood-

“I’ll just take you out instead.”

“W-what?! NO! No, no, no, no, NOOOOO!!!!!!” The stallion screamed right before the Leaper charged at him with his spiked fist pointed forwards. The stallion felt the pain quickly flow through him as the blade was jammed right in his chest.

His eyes fell.

The pain subsided.

His breathing gone.

“DADDY!!!”

____________________

Princess Celestia sighed with great misery.

She and her younger sister watched from the teal-glassed windows as her sun shined brightly in the high afternoon sky. It wasn’t even past one o’clock…and she had already received several distress letters.

It would be a few minutes when a letter was delivered to her and her sister. Those minutes would turn into seconds when a guard strolled in a placed the newest letter at their hooves, bowing peacefully and leaving.

Normally, after the first few letters, both princesses would nod and say ‘thank you’. After a while, they just frowned deeper and deeper when more letters kept reaching them.

When Princess Celestia read the first letter, her heart sank. When she read the second letter, her heart cracked. When she read the third letter, her heart broke. When she read the fourth letter, her heart shattered. Letter after letter, her withering heart would only pain even more when the terrible news had reached Canterlot.

Equestria was being invaded.

Tears spread across her iris. They flowed down her face as she read even more into these horrible explanations of this invasion. She should feel terrible. This was her home she swore to defend from anything that could harm her, her kingdom, but most of all….her little ponies.

The bringer of the sun could do nothing but sit in sorrow and mourn with her younger sister as they read the letters together. They both sat together, nuzzling each other as more and more memorable places were being overrun as they silently read the lines.

Manehatten, Fillydelphia, Las Pegasus, Trottingham, Stalliongrad, Cloudsdale, Hoofington, Baltimare, Saddle Arabia, Unyasi. Everywhere, the major cities of every part of Equestria and beyond the entire planet were being thwarted and destroyed in seconds.

But what could she do?

Should she abandon Canterlot, possibly one of the only remaining capitols in all of Equestria and go assist these other cities while the Decepticons invade? That was the worst part of it.

The Decepticons.

Celestia scowled in hatred when she read the explanations the Griffons had written out while their empire was being attacked. It seems that even the powerful Griffon Kingdom couldn’t hold back the power and might of the Decepticons. From what Celestia and Luna read, the Decepticons attacked with brute force and large numbers, thus crumbling the Griffon Kingdom.

The Sun Goddess hated every moment she sat and did absolutely nothing as the pain and sorrow from these letters hurt her already broken heart, jabbing a knife in the wound and twisting it when the casualties reached in the hundreds of thousands. She prayed that her student and her friends were alive and well in the Crystal Empire….but she hadn’t received any news on the empire or if the Crystal Heart was active again.

Levitating the newest letter down, which had asked to send immediate assistance to Appaloosa, Celestia looked over to her little sister. Princess Luna looked awful. Her mane wasn’t flowing as brilliantly glorious as it has other times. Her eyes were full of tears, obviously when she was reading the letters with her older sister.

Princess Celestia gently pulled her little sister into a warm embrace, nuzzling her only a big sister would to ease the pain. Celestia had felt like this once before, during the time when Nightmare Moon was turned back into Princess Luna and when she was finally reunited with her only sister. But this felt worse…this was sorrow.

Both sisters sat there, holding each other tight and withering in their own pity. Their home was being destroyed…and they could do absolutely nothing.

It was silent for a long time, despite the sniffling and crying from both Princesses, that is until the doors opened.

Both Celestia and Luna had expected to see another Royal Guard enter the room with a letter in his mouth, but they were even more surprised to see the baby dragon waddle into their throne room.

“Why…Spike…what are you doing in here?” Celestia asked as the dragon walked towards them, “I thought you were still asleep?” The reason he wasn’t asleep was clear. Although his eyes did look tired, they also looked defeated…as if something terrible had happened.

When he finally arrived next to them, Luna turned towards the dragon and asked sincerely, “Spike…art thou okay?”

The baby dragon looked at one of the teal-glass windows decorating the throne room. There his tired eyes caught HIS window, a portrait of himself smiling with the Crystal Heart shining above him. It was given to him for his bravery in the Crystal Empire…somehow that didn’t mean much to him anymore.

Facing the Princesses, Spike held out his hand right before he could burst into tears.

Princess Celestia wasn’t surprised to see yet another letter, but she was mildly surprised to know that Spike delivered it. Saying thank you and levitating the note out of Spike’s hand, both Celestia and Luna scrunched their heads in closer to read.

If her heart was already shattered, then this letter caused the pieces to be stomped on several times repeatedly. Celestia dropped the letter after reading it, her burning eyes reaching the breaking point to full out sobbing. The hope she held onto for her student’s sake was gone….for the letter she had received…explained in full that the Crystal Empire was now being invaded.

That was the breaking point.

“GUARDS!!!” Princess Celestia shouted. Two guards immediately busted into the room and bowed before the royalty. The Princess turned towards them and ordered, “Prepare the carriages and ready the Royal Guard. I want all squadrons 1 through 12 to defend Manehatten. I want all groups 13 to 19 to assist Fillydelphia. I order teams 20 through 27 to attack the Decepticons that are invading Las Pegasus,” Stopping herself there, Princess Celestia knew that Trottingham was one of the largest cities in all of Equestria, she would need ALL of her Royal Guard, or what remained of it that is, to go there and defend it.

“We shall help.”

Turning towards her younger sister, Celestia smiled and watched as Luna gave orders.

She pointed her hoof towards the two stallions and shouted, “Order my Lunar Guards to prepare the attack. Send ALL groups and attack forces to Trottingham, Baltimare, Unyasi, Saddle Arabia, Stalliongrad, Cloudsdale, and Hoofington! We shall defend it!”

The two Royal Guards bowed with their snouts hitting the floor. The first one lifted his head and nodded, “Yes, your majesty.” And with that said, the two Royal Guards hurried out of the throne room to spread the news. But before they could leave, Princess Celestia coughed politely, causing both stallions to rear their heads back and listen.

Celestia narrowed her eyes and said, “For inspiration, tell all the Royal Guard this…” She closed her eyes and slowly spoke. The guards tensed up as she said these very words…

“Right now…as we speak…we are being colonized.”

The two guards gulped in fear as they both nodded and left them in peace. The fear they now held was to be spread throughout all the Royal Guard and the Luna Guard so that they knew…that their home was in danger of being destroyed and that they HAD to defend it….at all costs.

Both Celestia and Luna sighed with relief.

Their most elite attack groups were on their way now to defend Equestria from total extinction. They both sat there, staring at the glass windows filling the room, the piles of distress letters stopped rising and just laid on the ground in a big pile.

Celestia knew that Twilight Sparkle was meant for something great…she knew…that she could take care of herself with Optimus Prime and his team in the Crystal Empire.

But before they both knew it, the sound of sniffling came from their lefts.

Facing that way, they were met with an already heart wrenching sight.

Spike, that delicate little dragon, had his knees close to his chest and his arms wrapped around his kneecaps. Trailing down his face, tears fell from his eyes and hit his arms which proceeded to fall down and splash against the marble floor.

He was so precious…and so sad…it almost made Luna want to hug him right then and there. But she never got a chance to do that…because Spike began to talk.

“Years from now they’re gonna ask, ‘Where were you when they took over the planet?’” Spike said between sniffles, “And we’ll say, ‘We just stood by and watched.’”

That was all he said.

Nothing more.

Nothing less.

He only spoke two sentences…but it felt like a million words to the two Princesses. And he was absolutely right. Princess Celestia and Luna did just sit here and watched as their home crumbled, they did send the Royal Guard to defend the cities under attack…but was really worth it?

Neither sister could answer the baby dragon and just lowered their heads in defeat. Their tears rang across the silent room as the portraits stared them down in embarrassment.

The portraits were the only witnesses of the failure these Princesses had suffered.

____________________

Megatron smiled when he watched his loyal Decepticons enter the Crystal Empire via dropship. He glanced back and forth to see the hundreds of dropships sailing down from the clouds and fly forward towards the battle close at hand.

The Decepticon leader knew this day would come.

To destroy this world to save another was truly the right thing to do. If he was responsible for destroying all life on Cybertron, then he would also be responsible for bringing all life back to his dying home.

His master plan had finally begun….the Decepticons were going to save Cybertron.

Suddenly, the air was filled with the sounds of jet engines. Turning around, Megatron, Soundwave, Thundercracker, and Skywarp watched passively as a familiar ship lowered itself onto the grassy hills of the Crystal Empire. Not only did the large ship land on the fields, but several dropships did so as well and opened up to let several Decepticon soldiers pile out.

Megatron watched as the soldiers lined up in two rows in front of him, they saluted and turned their heads towards their master.

“We have arrived, lord Megatron!”

“What are your orders, sir?”

Megatron smiled and waved them away.

“Patience, my Decepticons. Victory is nearly ours! But first…I wish to have a little conversation with one of my loyal subjects.” Megatron growled as he began to walk forward. The soldiers spilt up and allowed Megatron to pass them. They watched their leader approach Shockwave’s ship.

The ship finally touched the ground where Megatron was waiting on the outside. The doors opened with a slight hissing noise, allowing the Decepticon second in command to exit.

Megatron forced another smile and shouted, “Shockwave, it’s good to see you again.”

The Decepticon scientist looked back and forth, his purple eye observing this new land. He had been in Equestria before…but never had he ever dreamed of this day finally coming. He wanted to bow before his master right now, his knees touching the dirt to prove that he was not worthy of Megatron’s presence.

But…something was off….he could see it in his master’s optics. The way Megatron looked at him made Shockwave feel uneasy….it was as if Megatron was ready to kill him right here and now.

Ignoring that thought, Shockwave brought up his right hand and clenched it.

“All hail Megatron,” Shockwave began and lifted up his blaster, he began typing on it where a little hologram of the planet they were residing on popped up. Shockwave quickly explained, “Your armies have already begun attacking the major cities on this planet. Once the power of this world has fallen, we shall ignite the power cores of the Decepticon War Machines. With their drilling abilities, they will infect this planet’s core with Dark Energon, thus allowing us to suck the remaining energy off this pony world and return to the portal still open out in space. Unfortunately, without the Nemesis we cannot suck the energy with relevant speed, we will have to do it slow and cautious. With the energy completely drained from Equestria, we can return to Cybertron and reboot the core. Doing this, the Dark Energon infection of Cybertron will be completely destroyed. Cybertron will be saved in the process.”

Shockwave lowered his blaster and stared quietly at his master. Megatron smiled and said, “Excellent, Shockwave. After this planet has been infected with Dark Energon, not only will we be able to save Cybertron, but we will finally be rid of these wretched ponies!”

“Agreed,” Shockwave nodded, “not even the Autobots and their leader, Optimus Prime, can hold back the gargantuan forces of the entire Decepticon armada. They will fall like the equines will. And then…we will suck every last drop of energy from this planet which will go into the starships for immediate transport to Cybertron.”

Megatron’s smile quickly faded. His optics narrowed and his frown grew bigger.

“About that…” Megatron growled as he moved in closer to Shockwave. The Decepticon scientist watched without moving a circuit as Megatron was merely a few inches from him. Megatron leaned his head in close and whispered, “We could’ve easily sucked this planet dry with the Nemesis still active, it’s a shame that Trypticon has awakened.”

Shockwave’s fears became a reality when Megatron punched him directly in the eye.

The Decepticons backed away in shock. Thundercracker and Skywarp gasped at what they just witnessed. Soundwave did absolutely nothing…because he knew that Megatron was not really pleased to know that Shockwave awakened Trypticon in the first place.

Shockwave hit the side of his ship with a deafening thud; he slid downwards until he landed face-first onto the soft grass. Looking up, Shockwave knew what was coming to him; he tired his hardest to deny it.

“Megatron, what is the meaning of this?!” Shockwave clearly lied as Megatron kicked him in the face, the force of the kick sending his back onto the ship again.

“You know damn well what, Shockwave!!!” Megatron cursed as he jammed his fist around Shockwave’s throat. Shockwave struggled against his master’s grip but forced himself to look in Megatron’s optics. It was not good.

The Decepticon soldiers began to get antsy, and one of them was stupid enough to object to their lord and master. “Wait, M-Megatron! What are you doing?!”

Megatron turned on the soldier, activated his riot cannon, and screamed, “Back off!”

With one blast, the Decepticon exploded which was a clear sign to the other soldiers to stay away. Which they did. The soldiers could do nothing to help Shockwave now, all they could really do was watch and see what would happen.

Megatron put his cannon away and glared at the trembling Decepticon. Shockwave tried his hardest to speak through Megatron’s tightening grip around his neck.

“M-Megatron, p-please just listen to me! I could e-easily t-tell you’re not happy w-with m-me awakening T-Trypticon, but you absolutely must understand t-that we need Trypticon on our side! H-He is one of the most, if not the strongest Decepticons ever created!” Shockwave explained as Megatron tightened his grip even more.

Megatron shook his head and quietly muttered, “First you awaken Trypticon and completely betray me. And now you’re saying that I am NOT the strongest Decepticon ever?!?!”

Shockwave shook his head back and forth and quickly apologized, “N-No, lord Megatron! No Decepticon is stronger than you-GACK!!!!” Shockwave screamed in pain when Megatron thrusted his hand deeper into Shockwave’s injured throat, obviously that wasn’t the answer he wanted.

“My mistake,” Shockwave gasped, “No Decepticon is wiser, stronger, more efficient, or more powerful than you, oh mighty Megatron!”

That was the answer Megatron wanted, for he quickly released his tight grasp and simply held Shockwave by the throat against the side of the ship. Shockwave watched as Megatron opened his mouth to speak.

“Why should I spare your spark?” Megatron asked, “You’ve clearly betrayed me, Shockwave, something I would have never thought YOU would’ve done. You were always so loyal to me…so please explain in full why you should remain functional.”

Shockwave thought for a quick second, the strain against his neck quickly pushing his thoughts into words.

“Because you need me.”

When Megatron didn’t respond, obviously intrigued, Shockwave continued, “The Decepticons have felt as if you have abandoned them, and although I did not enjoy it, while on Cybertron they started addressing me as ‘lord Shockwave,’” Shockwave felt as if Megatron was going to explode in anger, but he stood there silently, wanting Shockwave to continue.

So he did.

“If I am killed, the Decepticons will not listen or take orders from you, Megatron. They succeed only when they listen to me, and with my great knowledge on the battlefield, there is no doubt that we will win with my leadership, not that your leadership is lower than mine, Megatron.” Shockwave quickly explained.

Once again, Megatron remained silent, obviously still wanting Shockwave to explain himself.

Shockwave had to lie to gain Megatron’s trust yet again. It wasn’t like he knew about it right? So swallowing his loyalty again, Shockwave lied, “I even managed to win back the Space Bridge when the Autobots had Metroplex on their side.” It wasn’t technically a lie. He did win back the Space Bridge but the Autobots did not have Metroplex.

Megatron’s optics grew wide.

If Shockwave’s words were the truth, then that means the Autobots have nothing left. The Decepticons have won.

Quickly releasing his grasp, Shockwave dropped to the ground while clutching his throat. Megatron turned back around and faced the Crystal Empire yet again. With no words coming from Shockwave, Megatron decided to tell him.

“If you dare try to defy me again, Shockwave, I will not be so forgiving.”

Shockwave bowed and said, “You are a passionate and forgiving master, my lord.”

Megatron was tired of all the praise he was receiving from these Decepticons, but their loyalty was like fuel to him, giving him the strength to crush all who stood before him and total victory. But before he could continue with the assault on the empire…he needed a new Sky Commander to attack with the Decepticon jets.

Turning left, Megatron sternly shouted, “Thundercracker, you will take over as my newest Air Commander. Do not fail me as Starscream has.”

Thundercracker nearly leaped in joy at his newest promotion. In hopes of not embarrassing himself, he smiled and bowed, “I thank you so much, lord Megatron.”

Megatron paid him no attention and continued to stare as his army demolished the Crystal Empire before his optics. When his master said nothing, Thundercracker and Skywarp turned around and began to make their way back to the empire.

Skywarp leaned in and growled, “How come you get to be the Air Commander? What’s the difference between you and me anyhow?”

Thundercracker flashed a grin and said, “Well for starters, you’re dumber and I’m smarter, so Megatron made the right decision on making me the new Air Commander.”

“What?!” Skywarp yelled, “I’m not dumb! I’ll show you dumb, Thundercracker!”

Thundercracker chuckled, “You always do.”

Before Skywarp could object, several loud footsteps came from behind. Both Seekers turned around to see several Decepticon jets saluting them.

They spoke in unison.

“Awaiting your orders, commander!”

Without any hesitation, Thundercracker transformed and flew off towards the Crystal Empire under siege. Skywarp, along with all the Decepticon jets, transformed as well and followed their new Sky Commander to the empire for immediate bombardment.

Megatron clenched his fists. His red optics completely focused on the Crystal Empire. While standing on the grassy hilltop with Soundwave and Shockwave right next to him, Megatron watched as his Decepticon starships descended from the heavens, they opened up to allow the Leapers and Heavy Soldiers to pile out.

The Decepticons had begun to attack with no remorse on the Autobots….and the ponies.

“We are here…fight us now.”

____________________

To say Twilight Sparkle was terrified, that was an understatement.

She was at a loss for words when these strange ships rained down from the darkened skies, shooting missiles and rockets at several crystal buildings. Explosions were imminent every few seconds as several hundred of these ships lowered themselves to the ground, but what was most terrifying…were the Decepticons piling out of them.

This must have been Megatron’s master plan.

A total invasion of the Crystal Empire…

Twilight couldn’t believe how many of these Decepticons kept falling from the sky, most of them in a giant ball of fire as if they were meteorites. But when they did crash against the ground or the buildings, they rose up from the flames, shouted a deadly battle cry and began to charge head-on at the Autobots.

The unicorn specifically remembered one of them.

‘Oh no…not Leapers…wait…what are those things?’

These Decepticons were different from the others. Twilight couldn’t count how many of them there were but it had to be at least ten of them roaming the streets with their massive Gatling guns connecting to their right arms. They were much larger than the normal Decepticon soldiers crawling around the streets, they had to be…heavy soldiers.

Whatever they were called, Twilight knew one thing for sure…those red visors were terrifying.

One by one, these Heavy Soldiers and Leapers slowly made their way to the battle between the Autobots and Grimlock. The Changelings scattered themselves across the battlefield as well, taking the forms of either Decepticons or Autobots, Twilight knew this because she watched as the Changelings scurried away from the battle while morphing into a Decepticon she knew as Vortex. Others morphed into other Decepticons but she couldn’t really keep track of how many there were.

When the Changelings flew or ran away, possibly in fear due to the fact that Decepticons rained from the sky, it only left the charging Decepticon forces on the Autobots.

Which she quickly brought her attention back to…

“Kill them all, my pet!” Starscream shouted from atop a crystal house while he fired away with his nucleon charge rifle, his hits actually penetrating some Autobots.

While the traitorous Grimlock rampaged along the battlefield, Optimus Prime did not keep his focus on the turned Autobot. He wasn’t the traitor….Optimus could feel it. Along with the feeling of doubt, the feeling of fear and pain came soaring into his spark.

The Matrix began to glow faintly in his chest, signaling that the darkest hour is near. Optimus placed a hand on his chest and gripped it in pain; he had felt like this only once before. During the time when he saved the Elements of Harmony…..but this…..this…was so much worse.

Megatron’s plan had become a reality.

All around him, Optimus looked into the skies to see several hundred meteorites and dropships lower themselves onto Equestria’s grounds. Not only that but many, many Decepticon starships sailed above the skies, blocking out the sun and giving an eerie dark brown glow all across this new battleground. Out of the starships and dropships came falling Decepticon soldiers in the hundreds. Once they hit the ground, they began charging at him…and his team.

This was it…the Autobots’ final stand.

All the wars they had on Cybertron, to losing the core itself, to sacrificing so much for the Ark, to actually leaving their home to claim another, it had all led up to this moment. For this exact moment in time, they were to give up everything for another race. Like Optimus had once said, ‘No sacrifice is too great in the service of freedom.’

Their Legend begins here.

Having both hands transform into path blasters, Optimus looked down the road he stood on that lead to the Crystal Castle. It was so far away. The Crystal Castle had to be at least a mile or two away from his current position. But in his path…were several Decepticons.

“It’s the Autobot leader!” One of them shouted.

“He’s the target! KILL HIM!!!”

All of a sudden, several Decepticon Heavy Soldiers stood on top of the ruined buildings and fired away with their ion displacer turrets. Optimus quickly got to cover as the several thousand energy blasts soared above his head.

He needed to act fast.

“AUTOBOTS!!!” Optimus screamed.

Grimlock stopped breathing fire on all the attacking Autobots when a meteorite struck him in the side of the head, the force of the hit causing the turned Dinobot to almost lose his footing. But he did lose his footing when Slug rammed his head directly into his leg.

Grimlock fell to one knee, his dino arms unfit to get him back up if he fell. Looking around, his purple optics landed on the Triceratops that was foolish enough to attack him.

Slug looked up at his leader and shouted, “Grimlock, it’s me! SLUG! Can’t you see it’s your old friend right in front of you?!”

The mindless beast roared in response and stood back up. Right before he could bite down on the Dinobot’s head, a large missile struck him in the neck. Turning towards the direction of the attack, Grimlock looked up to see the Pterodactyl flying above his head.

Swoop screamed while dodging Grimlock’s flames, “It’s me, Grimlock! It’s me, your little buddy, Swoop!!! Don’t you recognize me?!”

Grimlock didn’t respond. He couldn’t even if he wanted to.

Breathing in deeply, Grimlock was about to release another torrent of flames at the flyer, but of course he was yet again interrupted by a long, spiked tail taking out his other leg. Grimlock almost fell this time, nearly landing on one knee; he looked over to glare down at the Stegosaurus.

“He doesn’t remember us, guys,” Snarl shouted, “He belongs to Starscream now!”

“That son of a glitch!!! I’LL RIP OUT HIS SPARK!!!” Slug screamed as Grimlock’s tail smacked him cleanly on the side of the head. Grimlock roared in anger and charged forward at the Autobots, but before he could do that a large number of dropships flew downwards and began firing on the Dinobot. With his attention on the attacking Decepticons, Slug, along with the rest of the Dinobots, retreated back once Grimlock took his attention off of them.

“AUTOBOTS!!!”

That sudden call for help caused each Autobot head to turn back. There they saw a horrific sight.

Thousands of Decepticons, big and small fell or arrived to the ground by dropship or starship. The starships above seemed to be where all these soldiers and dropships were coming from, obviously from seeing the several hundred pouring out of them. Decepticons filled the streets and the top of roofs as they all slowly approached their current position. But what really terrified them was their leader, Optimus Prime, being overrun by a large number of Decepticon Heavy Soldiers firing on his position.

Optimus quickly ducked out and fired several shots from his path blasters at the Decepticon army which did little damage. Prime quickly hurried back to his Autobots. The Leapers and Heavy Soldiers began to move up the streets.

The Autobots weren’t the only ones completely terrified by this massive army heading for them, Starscream felt his bravery quickly vanish when he had spotted all these Decepticons raining down and bringing complete chaos with them.

Transforming into his jet form, Starscream shouted, “This absolutely will not do!!! I cannot kill the Autobots with all these interruptions,” He aimed his nose downwards where he saw his slave, “Grimlock, follow me!!!”

With that order given, Starscream flew off deeper into the Crystal Empire. Grimlock looked at his master and back at his supposed targets. With a quiet growl, Grimlock stomped off to follow Starscream, all the while stepping on several crystal houses.

Optimus kept watching until he was certain that Grimlock and Starscream were gone. Once they were, Optimus faced his small team of Autobots and explained in full, horrified, and painful detail.

“Autobots, the day of reckoning is upon us. As you can see by these thousands of Decepticons,” He motioned his blaster behind his back, indicating the army of Decepticons slowly surrounding them, “that Megatron’s master plan has begun. The Decepticons are going to plunder this world until there is nothing left! What we must do is defend it and get to the Crystal Castle before it’s too late!”

Optimus turned towards his group of Autobot flyers and shouted, “Jetfire, you lead the Aerialbots on a mission to take back the skies! If we don’t have air support then there isn’t any possible way we are winning this battle!”

“Got it, Optimus,” Jetfire shouted and turned towards his team, “Alright, Aerialbots, let’s turn and burn!!!” Jetfire led the way as he, Silverbolt, Air Raid, Slingshot, Skydive, and Fireflight transformed and took to the skies. With the Aerialbots gone, Optimus faced another small group of Autobots.

“Perceptor,” Optimus began, the sudden shouting of his name caused the Autobot scientist to turn towards his leader. Optimus pointed to a relatively large building than the rest as he spoke, “You, Hound, and Blaster are to take command of that area! Get to the rooftops and acquire radio transmission from Blaster! Once that is done, radio Jetfire so we can direct coordinates for an airstrike!”

Perceptor nodded and said, “Affirmative, Prime, we’ll get right on it!” Perceptor then turned towards Hound and Blaster. They both nodded and transformed into their vehicle forms. With Perceptor leading the way, the three Autobots made their way to the next road, completely avoiding the firefight with the Decepticon army.

With that complete, Optimus faced an old friend.

“Ironhide, you and I will lead the assault straight into the Decepticon army!”

Ironhide took a step back, shocking him into surprise. He looked over Prime’s shoulder to see the large armada slowly heading their way. With a slight stutter, Ironhide asked, “B-but Prime, what about the ponies?! We can’t have them going head-on against that army!”

“I’ve thought of that.” Optimus said and turned his head back.

What he saw was tragic.

Hiding behind a few crumbled houses, was the six equines he had come to love in the past, present, and future. They looked as if they had seen their lives flash before their eyes, which they probably have since the Decepticons had begun to attack. This was the end of their home…Optimus expected them to look terrified….just like how he expected to see them crying.

Calmly…very calmly…Optimus deactivated one of his path blaster and approached the six ponies. He got to one knee and held out his open hand to them.

“Twilight, all of you…you must trust me on this. Please get out of there…I have a plan that will save Equestria. But we need your cooperation…can you trust me?” Optimus sincerely asked as he stared at the six of them.

Rainbow Dash was the first to step out, but a sudden explosion coming from the building next to them caused her to recoil and join her friends in a protective embrace. Optimus clearly didn’t want to waste any more time.

But he also didn’t want to scare them with how angry he was.

“All of you…” Optimus stern voice almost came out as a whisper. The equines looked up with teary eyes to see Optimus Prime standing directly above them. His blue optics softened, but Twilight could clearly see the fear that was laid in them. Behind Prime were several bullets flying above with what unfortunately appeared to be ashes raining.

Twilight hated it when ashes fell from the sky. It only meant pain and destruction was imminent.

When they just stared at him, Optimus continued, “Please…you have to trust me. Nothing will harm you in any way, shape, or form. But if you don’t listen to me…then you will parish.”

Twilight’s ears perked up when Prime had said that. It brought back memories of when she was on Cybertron. It was just how Primus had spoken to her.

He continued, “I have a plan that will save your home, but if it fails, if all must fall, than I will sacrifice my spark to save this planet and all of you. It’s the least I can do since you six saved my life. Can you trust me…?”

Twilight thought of the offer, and since none of her friends had the courage, probably because they were scarred from seeing all of this, she had to answer.

Something quickly popped in her head. She remembered when Megatron had told them that Optimus would want them to sacrifice their home planet to save Cybertron, that this was truly paying him back. But no. Megatron was lying to them. Optimus would do anything so that peace could reside in this planet….even sacrificing his home world of Cybertron.

Not only that but…Twilight looked down to see little black crystals appearing by her hooves. She turned her gaze towards the Crystal Castle which appeared to be at last two miles away from them. The infection had begun.

She could barely see King Sombra’s shadowy coat, but she could definitely see the black crystals slowly growing at the legs of the castle, indicating that King Sombra had begun to create his new Crystal Empire in HIS image.

Slowly nodding, Twilight Sparkle stepped out from behind the protection the crumbled houses had to offer. The rest of her friends followed, knowing that wherever Twilight went must be the right way. She was what held their friendship together. She was the brains of the group, so if they lost her…they would be helpless.

Once the six of them got out of the wreckage, Optimus quickly scooped them all up, which received a few yelps of surprise from Fluttershy and Rarity. Dodging the fire, Optimus quickly got behind cover along with the rest of his team. He opened his fist to allow the six mares to stumble out.

Twilight looked around and observed the scene.

Some Autobots were missing. The only ones that were still here were Ironhide, Ratchet, Bumblebee, Jazz, Cliffjumper, Sideswipe, Wheeljack, Warpath, Slug, Snarl, and Swoop. A very small team of Autobots…obviously not enough to take on an army that large.

But what Optimus just said…only decreased his chances of survival.

“I want a volunteer group of five or more Autobots to go out deeper into the Crystal Empire.”

Twilight looked back at Prime, eyes wide with shock. The other Autobots looked around and saw that there were indeed only eleven of them. Taking away that number of Autobot would greatly increase the chance of failure.

“Optimus,” Ratchet began, “obviously you see that if we lose anymore Autobots, and if what you said is true, then there is a very high chance that we won’t be coming out of this battle alive!”

“That is a risk we will have to take, Ratchet,” Optimus said while facing the skies.

Ratchet groaned, “Optimus, it’s a death trap, clearly you see that!?”

“That’s enough, Ratchet!” Ironhide shouted.

The Autobot medic stood in silence, wanting Ironhide to explain himself. Ironhide closed his blue optics and sighed deeply. Opening them again, Ironhide said, “I get it, Prime. Please just explain everything to the Autobots.”

Optimus nodded and faced his team, clenching his fist he began, “I need a volunteer group of five Autobots. Anyone…?”

It was silent, despite the obvious explosions and shouts from the Decepticons slowly closing in. None of the Autobots knew what Prime’s plan was…and they didn’t want any part of it.

But of course, the first one to step forward was Jazz.

“I volunteer, Prime.” Jazz nodded with a smile.

Suddenly, Cliffjumper pushed his way forward and shouted, “I volunteer too! Jazz is helpless without me anyways.”

It was only a quick second before Bumblebee stepped forward.

“Me too.” Bumblebee saluted.

Optimus nodded in agreement, it was exactly the group of Autobots he wanted. But he was surprised to hear who volunteered next.

“I’m in.” Swoop said as he and Snarl approached the small group of Autobots.

Snarl nodded and said, “No one will stand in our way.”

Both Dinobots looked back to see Slug, he kept his mouth shut and stayed away from the conversation. Slug didn’t really feel like talking right now…especially being forced to do battle with his old friend….a friend he thought was dead.

Optimus nodded and quickly explained, “Good. We have five volunteers. Now what I want you five to do is to protect the Element Bearers,” Slug lifted up his head, “All of you are to go on the outskirts of the Crystal Empire. The Decepticon army will have their attention on us instead of the ponies, I am most certain they are after them. You must fight your way to the Crystal Castle where we will meet you. Once everyone is secured and ready, we will use the power from the crystal ponies to save the heart and stop Sombra. By the looks of these black crystals, it appears he is growing stronger.”

“WAIT!”

Optimus stopped talking.

Everyone had their attention on the last Dinobot.

Slug looked down at the six equines, his optics somber behind that glowing red visor as he spoke, “I…wish to accompany the ponies on their journey.”

Rainbow Dash scowled in hatred. She turned her nose up in the air and looked the other way. Slug almost felt spark-broken when she stated firmly, “Swoop and Snarl can come! Nobody else!!!”

The cyan Pegasus couldn’t tell for sure but…she could almost see the look of pain on his face. When Slug looked up at Prime, Optimus motioned him towards Rainbow Dash. He could almost hear Prime’s voice echo in his mind.

‘Looks as if somepony needs an apology.’

Almost groaning in annoyance, but mostly sorrow, Slug looked at Rainbow Dash. He spoke, “Listen, Rainbow Dash, I can understand why you’re upset. The way I treated you before was not right and of course…not fair. You were never the cause of Grimlock’s death. You thought I felt terrible when Grimlock died? How do you think I feel now that he’s alive?”

When Rainbow didn’t answer, Slug continued, “I blamed you when Grimlock died. But now that he’s alive, I feel so much worse,” He knelt down to where his visor met Dash’s magenta eyes, “Can you ever forgive me, as an old friend, I truly want to help you…will you let me do that?”

Rainbow Dash thought of the offer. It sounded sincere, but Dash was still pretty peeved about that whole incident at the funeral. If he truly was apologizing, Rainbow Dash could tell if he was lying or not. Looking him straight in the visor, Rainbow looked for any signs of hatred towards her.

She could find none.

Smiling, Rainbow Dash held out her hoof.

“We’re cool, dude.”

Slug smiled and gave her hoof a fistbump, just like how Grimlock used to do. Once that was done, Optimus Prime looked for a clear exit and found one soon enough. Pointing to Jazz, Optimus shouted, “Jazz, lead the group over there! We will hold back these Decepticons long enough for each of you to escape and find a clear path that leads to the castle.”

Jazz nodded and shouted, “You got it, Prime!” He quickly aimed and fired his grappling hook over to where Prime pointed. Pulling himself forward and dodging the blasts intended to hit him, Jazz used his hook to lift up the debris.

“Hurry, everyone inside! I can’t hold this for long!” Jazz screamed.

Cliffjumper lead the way as he, Bumblebee, Slug, Snarl, and Swoop dashed forward pass the debris and into the entrance Jazz had created. The five mares quickly followed behind their guardians except for one.

Twilight Sparkle stopped in her tracks.

“Come on, Twilight,” Jazz screamed, “This is heavy!”

Turning back around, Twilight looked up at Optimus Prime, the Autobot she cared for the most. He looked down the battlefield with his path blasters in tow, he was obviously preparing for the war at hand.

“Optimus….”

The last of the Primes looked down at the small unicorn, her eyes almost as sad as the war surrounding her. Bending down, Optimus got to one knee and met Twilight’s eye level. They watched each other, observing their movements, Twilight looked down the road.

The massive Decepticon army was so close now…she had to leave.

Looking up at Prime, Twilight’s lower lip quivered as she quietly spoke, “Thank you, Optimus Prime…for everything.”

Once again, Optimus could only nod.

It happened so fast.

He hadn’t realized how low his head was when Twilight placed a kiss on his cheek.

Galloping away, Twilight hurried past the debris that Jazz struggled to hold up. With the equines and Autobots safely inside, Jazz quickly swung himself under the debris as it finally collapsed. They were gone…along with the hope for bringing the Crystal Heart to the castle in time.

They no longer held onto that hope…they had to believe that the ponies could make it there alive.

Standing back up, Optimus placed his hand on the side of his faceplate where Twilight had kissed him, obviously a sign of good luck.

Turning back, Optimus Prime could see that he only had a few soldiers left. Them being Wheeljack, Ironhide, Ratchet, Warpath, and Sideswipe. A small but strong group of Autobots. Nodding, Optimus held his path blaster in the air and screamed, “Alright, Autobots, we are going into a target-rich environment! There are no friendlies anywhere so be happy to fire at anything that moves. Be them Decepticons or Changelings, all unknowns are hostile!!!”

The Autobots roared in agreement.

Optimus got out from behind the debris, he pointed his finger towards the massive Decepticon army closing in and shouted, “Autobots, let’s roll-!”

He never got to finish that sentence….

….because Megatron came out of nowhere and tackled him.

The Autobots flinched in shock as the leader of the Decepticons literally flew straight into the air with their leader in tow. Never had they thought Megatron had the power to fly….but right now nothing really made sense.

Just like how the Decepticons invaded this peaceful land.

Ironhide stood back up, his face frozen in terror when he watched Megatron sail away with Optimus Prime. Their leader was gone. All hope was lost.

“NO!” Ironhide yelled and activated his assault rifle. Turning around, Ironhide watched as the Autobots lifted themselves up and started preparing their weapons. Ironhide held his fist in the air and shouted, “Alright, Autobots, let’s finish what Optimus started: taking out these Decepti-!”

“Ironhide, LOOK OUT!!!!!”

Turning around, Ironhide didn’t have a chance to scream when an omega missile landed directly in front of him, sending him and the rest of the Autobots into darkness.

____________________

Jazz pressed his back onto the side of the nearest crystal building.

He had once thought this place was really pretty with all the colorful buildings made out of crystals and stuff. But now they were all the same color: black. It spread throughout the ground and even across the buildings…as if it was Dark Energon infusing itself in the-

Jazz shook away those thoughts. If anything happened to this planet or the ponies…he would never forgive himself.

Looking back, Jazz nodded to his old friend: Cliffjumper.

“We clear?” Cliffjumper asked while eyeing the road suspiciously.

“Yeah, we clear.” Jazz said as he and Cliffjumper looked back to see the ponies. Bumblebee looked down to be greeted by a pitiful sight.

Fluttershy was clinging onto Bee’s legs as tightly as she could. Obviously she wasn’t ready to go back to war, none of them were. And now since the Crystal Empire, which was extremely large, was being invaded, this was going to be a very, VERY long battle.

While Bumblebee comforted the timid Pegasus, Slug, Snarl, and Swoop took the backside of the group with the ponies in front of them. Nothing was getting them from behind.

“Alright,” Jazz announced as he activated his scatter blaster shotgun, “follow me. And keep your eyes in the sky…we don’t want any unwanted visitors from above.”

When Jazz was about to walk forward, he cringed when Twilight asked the big question.

“Jazz….are we going to make it out of this?”

The Autobot slowly turned his head around, his blue visor meeting Twilight’s purple eyes. He sighed deeply; he really seemed to sigh a lot when these kinds of questions were asked. Bending down to one knee, Jazz looked at her and answered.

“I…I-I…I don’t really know right now, Twilight….I’m sorry.”

That didn’t really seem to raise her spirits any higher than they were, for her ears quickly fell and her eyes that were once filled with hope wilted downwards. For all the battles they had alongside the Autobots scarred them so much it was as if they had already joined their war.

Jazz hated it when they looked like this.

He hated it when they felt so weak. He hated it when these brave little ponies thought they were truly powerless and were not good for anything but to just wither away and die.

“Twilight, you listen here and you listen well.” Jazz sternly said. The tiny unicorn, but not only her but the rest of her friends, turned their heads towards the white Autobot.

Jazz continued with those cute little eyes watching him, “If you think that you’re weak for another second, then I’m about to walk away from this battle right now,” They seemed to be interested now as Jazz continued, “You listen good, ponies, ‘cause I’m only gonna say this once…”

He jabbed his finger right in Twilight’s chest, causing the unicorn to take a few steps back, as he said, “YOU are not weak! Stop thinkin’ that you are! If you’re weak, then how in the name of Cybertron were you able to stop Bruticus, huh?!”

They stared at him, completely dumbstruck.

When they didn’t speak, he continued, “When I fought Bruticus on the Ark, it took all the strengths I’ve gained over the years to fight on and stop that menace from killin’ me and my team! None of you had any experiences with fightin’ and you still managed to stop him! So does that finally prove to you that you’re strong, because if you haven’t already figured that out yet….then I’m done….I’m gonna lose all my faith in fightin’ on if you lose your faith in yourselves.”

Jazz stopped talking and looked at the violet unicorn. Twilight was speechless. She never expected Jazz to be this deep, she had just thought he was as cool as can be and never once thought about how the war affected him.

These Autobots…are more than meets the eye.

“Okay…”

Jazz lifted up his head to see Twilight giving him a supporting smile.

“Okay, Jazz, I’ll believe in myself from here on out.” Twilight smiled while pawing at the ground.

Rarity stepped forward and flashed a dazzling grin, “Me too, I’ll never give up on any of you,” She looked at Cliffjumper and smiled, “or myself.”

Rainbow Dash nervously rubbed her foreleg and said, “Yeah…I never really lost faith in myself but…I guess I could try harder, ya know?" She stuck out her chest, proudly boasting, "I mean...I AM the Element of Loyalty after all."

Applejack smiled sincerely while speaking in her western drawl, “Ya know, Jazz, Ah never imagined someone like yerself ta be so…helpful. Ah always imagined you was like Rainbow Dash an’ not carin’ about the world around ya.”

“Hey!” Rainbow shouted in defiance, her chest deflating.

Applejack chuckled to herself as Pinkie Pie bounced her way past her. Pushing Applejack aside, Pinkie Pie smiled broadly and shouted, “I won’t lose faith on myself! And besides, if I did I bet one of my clones would just hold onto their faith. And if that one gave up, the other clone would. And if that one gave up, the other one would. And if THAT one gave up-!”

“Okay, Pinkie Pie, we get it!” Twilight shouted, containing her giggles.

Jazz smiled warmly at each mare, they could be really brave when they needed to. Wait a minute…five mares?

“Hey…” Jazz began, looking around, “where’s Fluttershy?”

Cliffjumper, Bumblebee, Slug, Snarl, and Swoop brought their heads down to where they saw the butter Pegasus. Twilight, Rainbow, Pinkie, Rarity, and Applejack turned back and approached their friend who for some reason…couldn’t stop trembling.

Fluttershy’s eyes were locked on the sky, her breathing began to increase, and her face was sealed in horror.

“Fluttershy,” Rainbow Dash placed her hoof on her friend’s shoulder, “what’s wrong?”

Slowly…ever so slowly, Fluttershy lifted up her shaking hoof towards the sky. Following it, the five mares finally found what their timid friend was looking at. It made them gasp in both shock and fear. The other Autobots wore faces of confusion, but those quickly faded when they looked in the sky to see what exactly Fluttershy was seeing.

Along with the other Autobots, Jazz lifted up his head. His gasps joined the others as he slowly got up and backed away in total fear. He had thought it was destroyed. Nothing…could survive a crash like that…but unfortunately…this one did.

Out of the sky and through the clouds…the Nemesis entered the Crystal Empire.

Death From Above

-CHAPTER XVIII: DEATH FROM ABOVE-

“Make deals, not war.”

-Swindle

INTEL: Swindle is always looking for a way to profit from the misfortune of others. Being part of the Combaticons allows Swindle the opportunity to scavenge or steal whatever he thinks he can profit from. Unlike his fellow Decepticons, Swindle doesn't really care about the fate of the universe. No, the war for Cybertron is actually a pretty good business opportunity! While he's acting as the leg of Bruticus, Swindle thinks only of what he'll get in trade for Autobot bodies he's stomping once the current battle ends.

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Optimus Prime finally realized what had happened.

Reaching forward, Optimus gripped where he presumed to be a leg and began to pull. Hearing a grunt of pain, Optimus opened his optics and witnessed the horror.

He was flying.

Looking around frantically, Optimus observed Megatron holding onto him while he was hovering above ground. Turning away, Optimus looked around to see the battle unfold from the skies. Decepticons sailed down from dropships while jets dive-bombed the crystal buildings. The smoke quickly began to rise up into the dark skies; the mixture of both ash and debris caused gray ashes to fall from the sky, the color of the sky being a dark brown.

“…Megatron! WHAT HAVE YOU DONE?!?!”

Megatron looked down and smirked at the last Prime he was holding by the shoulders. If he wanted to, Megatron could easily drop Prime, and from the height they were at, it would cause some serious damage.

“Well…look who finally decided to wake-!”Megatron was saying right before he was interrupted.

Optimus reared forward and grabbed Megatron’s arm, jamming it downwards. Megatron screamed in both a mixture of surprise and pain as he quickly lost his balance and plummeted towards the ground. Spinning out of control, Megatron tried his hardest to dodge the flying Decepticons in his way along with the dropships.

Optimus could barely see where they were going. Jerking Megatron’s hand side to side seemed to control their flight a little, so he continued to do just that.

“No one…controls…MEGATRON!!!” Megatron roared and whipped out his riot cannon. Aiming downwards, Megatron fired one blast that completely missed Optimus and struck a Decepticon dropship instead. Prime looked down to witness the dropship plummet down and crash into the street.

Megatron had enough of this. At first, he just wanted to tackle Prime and finish him off quickly so he wouldn’t disturb his plans, (knowing Prime he would take any cost there was to thwart Megatron’s plans) but now it was way out of control as both leaders drove straight into the nearest castle.

This unfortunately…happened to be the Crystal Castle.

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King Sombra couldn’t stop smiling.

It had been over a thousand years since his empire was at its peak, and now it was almost completed. As long as he kept his focus on the dark crystal infection slowly spreading throughout the empire, it would only be a few more hours until the Crystal Empire has fallen…and his reign began.

At first, Sombra was a little worried to know that Queen Chrysalis, the same creature that had resurrected him, had joined forces with these extra-terrestrial life-forms in order to further their plans of an invasion, but what he saw next surprised even the great King himself.

A planetary invasion, led by Megatron and his army of Decepticons.

There he watched from the podium as several of these strange aliens fell from the sky and hit his empire with such brute force. He hadn’t liked it at first, but if it was to destroy the ones that Chrysalis mentioned were the Autobots, then these small losses must be necessary.

Chrysalis, the Queen of the Changelings, had explained to him in full what these Autobots and Decepticons were in fact. She told them all about their war and that Megatron was the leader of the Decepticons and their newest allies. He was most intrigued by their history, especially Megatron’s. In a way…they were the same.

Wanting that lust for power, wanting to put all of those who stand before them into slavery, and wanting to destroy all those who dared to defy their rule, it was almost the perfect partnership.

Staring down the long streets, King Sombra smiled with his sharp teeth glistening in what little sunlight there was. Most of the sky was blocked out by clouds and starships along with the raining ashes and soon to be storm approaching from the Arctic North.

He heard the clopping of hoofsteps along with the soft breathes of the Queen of the Changelings as she came to his side. Sombra looked over to her, he watched as she laid her black hoof on the railing, smiling triumphantly.

“Glorious…isn’t it, my King?” Chrysalis asked with her green eyes scanning the battlegrounds. All around, she could see her Changelings taking the forms of several Decepticons, only increasing the Decepticon army along with their chances of winning.

Sombra nodded and responded, “Of course. I could not have succeeded without you, Chrysalis. Thanks to you…my empire shall rise again…and revenge…will be mine.” Sombra growled with his eyes glowing red for a brief second.

Chrysalis politely coughed in her hoof and looked over to the King, her eyes quickly hardening.

“Don’t you mean…our empire?" Chrysalis hissed.

King Sombra’s eyes hardened even stronger than Chrysalis’ did. For a brief second, he turned and glared at her. Noticing her raising eyebrow, his eyes softened and he calmly said, “…But of course…OUR empire shall rise up and conquer this entire planet. Princess Celestia and Luna will pay dearly for imprisoning me in that wretched wasteland!”

“They will, my King….oh…they so-“

“No one…controls…MEGATRON!!!”

Queen Chrysalis and King Sombra both lifted up their heads from the direction of the shout. But when they looked up, it was almost too late for Chrysalis to teleport out of the way.

King Sombra wasn’t so lucky when Optimus Prime and Megatron crashed right on top of him.

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Shining Armor’s vision began to return.

Slowly opening his eyes, Shining Armor rubbed the sore spot on his head from where the crystal wall had penetrated. He looked around, vision barely visible as he slowly got back to his hooves.

His vision had cleared now and he began to take a step forward…

…only to have a massive tremor rock through the castle.

Nearly falling on his face, Shining Armor held himself in place and looked around. He could see the ashes raining from outside…along with…

“What the hay…?” Shining questioned as he slowly approached the nearest window. Squinting, Shining Armor nearly gasped in horror at the battle placed before him.

“How long was I out?” Shining Armor asked himself while gapping in horror as Decepticons sailed from the skies in large ships or simply fell. Once they hit the ground, the Decepticons, or what he presumed them to be considering the symbols they had, immediately charged forward at the street in front of them to attack an unknown enemy.

Obviously they would be attacking Autobots.

He squinted even harder, unfortunately not being able to locate any Autobot in his line of vision. The only things he saw were the Decepticons armies raining down from the skies and dive-bombing the houses. Hopefully the crystal ponies would’ve gotten to sanctuary by now.

A terrible thought suddenly popped in his mind.

“Twilight…” Shining Armor looked at his hooves, tears threatening to form. The last he saw of his little sister and her friends was that they were still outside the castle. They could be anywhere out there…and probably dea-

Shining Armor closed his eyes, a small tear falling from his left eye. If that happened…if it was true…there was no way he could ever forgive himself. What would mom and dad think to know their only daughter was murdered by a lumbering alien? What would the PRINCESS think to know her student has perished to the Decepticons?!

He silently prayed to Celestia, asking her to please protect his little sister and her friends.

Interrupting his prayers, Shining opened his eyes when a soft groan reached his twitching ear.

Spinning around, Shining Armor instantly ran forward towards his hurting wife. She lay on the crystal ground with silent moans of pain escaping her lips. Bending down, Shining placed a foreleg around her neck and lifted her head off the ground.

“Cadance…Cadance…sweetie, can you hear me?!” Shining yelled while gently rubbing a hoof through her tattered mane. Ever so slowly, Princess Cadance opened her eyes, to where she met the face of her husband.

A smile crept on her face as she silently muttered, “…Shining Armor…”

He smiled…but right before he could kiss her…the wall at the end of the throne room exploded, causing Shining to hunch his shoulders and hug Cadance in a protective embrace. When the explosion died down, Shining Armor slowly turned his head back…

“DIE!!!”

“Give up, Megatron!”

The two leaders of each faction took it out right in the throne room of the Crystal Empire. Punches were thrown and kicks were delivered as Optimus Prime and Megatron continued to go at it. Shining Armor watched, while holding Cadance tightly, as these two leaders continued to battle.

Optimus punched Megatron across the face, his fist sliding perfectly across Megatron’s helmet. Megatron quickly acted back and smacked Prime’s hand away, allowing him to take control of the fight.

But he didn’t have a chance to do that.

Because a large shockwave resounded in the throne room.

Optimus finally came to.

Looking at his hands, Optimus Prime almost thought that it was all a bad stasis dream. Maybe Equestria wasn’t in danger of extinction. He could finally have some redemption since he failed to save his home planet. The death of Cybertron lay in his hands.

But it wasn’t a dream.

“GET UP, FOOLS!!!”

Optimus Prime looked to his right, it definitely wasn’t Megatron who had shouted that, for the Decepticon leader was laying on his back in pain. Turning his head straight up, Optimus Prime was practically amazed to see a flying unicorn hovering above them.

This unicorn, who Optimus believed to be the one called ‘King Sombra’, hovered above both Prime and Megatron. His eyes glowed dark red, filled with pure anger and lust for conquest as he stared them both down. His cloak was almost transparent, it gave off a misty feel above the ceiling, an almost smoky appearance.

Optimus observed closer. Sombra’s chest was rising and falling quickly, an easy identification of anger. King Sombra obviously wasn’t happy that both Prime and Megatron had landed on him.

Looking at both leaders, Sombra finally shouted, “Worthless aliens! I don’t care IF the Decepticons are our allies, AND I don’t care about this partnership anymore! From here on out, I, King Sombra, will rule alone!!!”

Slightly trembling from the explosion, Queen Chrysalis stepped over the debris from the throne room and entered where she had heard King Sombra shout over Prime and Megatron. She couldn’t believe what she just heard.

“What do you think you’re doing?!?!” Chrysalis screamed. Sombra brought his back towards her, his red eyes piercing her very essence.

King Sombra bared his fangs and growled, “Exactly what you think, my Queen. You and I are no more! I shall rule this planet alone, Princess Celestia and Luna will bow before me, and the Decepticons and Autobots shall tremble at my name!!!”

Chrysalis took a step back, obviously surprised, but of course frightened. She had brought King Sombra back from the grave so that he could further her plans of total conquest in Equestria, she had never thought that King Sombra would betray her and take command for himself. After all that she did for him…

“B-But I-I thought…t-that you and I….w-we were supposed to rule together!” Chrysalis barely screamed, still pretty tensed up from Sombra’s fury.

Sombra’s glare stayed the same, but his frown turned into a smile.

“Ahh…still trapped in the thought of a partnership are we?” Sombra asked while his glowing red eyes pierced her green iris. “And even though you did resurrect me, I have no need to kill you, my Queen. Instead…I will give you and your Changelings a permanent reminder to NEVER defy me!!!”

Turning back towards the leaders, Sombra’s eyes glowed bright red as he screamed into the ceiling. His head arched upwards and his shadow overcame the entire throne room.

“FEEL THE POWER OF FEAR!!!!!!!!!!!”

With that said, Sombra released a powerful red beam from his horn at the two leaders. Optimus Prime and Megatron shielded themselves for the blast, but they were even more surprised and scared to feel the beam penetrate their arms and go straight into their bodies.

Neither Prime nor Megatron had ever felt this type of power enter their bodies before.

It filled them with…fear.

They never had a chance to get revenge…because both Optimus Prime and Megatron fell on their backs….completely paralyzed with their consciousness lost inside their own minds.

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-IDENTITY: CONFIRMED-

GOOD LUCK, SOLDIER

My vision finally came back.

All around me, all I could see were pieces of broken crystals lying on the ground of this torn up empire. That…and the darkness. I tried shaking my head, but that failed. I tried moving my arms, but that failed. I tried to move regardless, but of course that failed.

“What the scrap is goin’ on?” I asked myself, my vocal processors in pain.

Suddenly, light appeared, but not a bright light that that tech-head Perceptor said all Cybertronians see right before they die, a dull, brown light finally came into view.

With the light, I could see my old friend, Ironhide, as he struggled to lift whatever was on top of me. Probably the complaint I said earlier finally let him realize where I was. Hearing several grunts, Ironhide finally lifted the large crystal on top of me. I then saw him hold out his hand in front of my vision.

“Come on, Warpath, we have to move forward!”

Shaking my head, successfully this time, I reached forward and gripped Ironhide’s hand in my own. I felt my body being jerked forward, suddenly realizing it was Ironhide’s immense strength doing just that. When I was finally brought out from under the debris and out into the open, I couldn’t believe my optics.

It was Cybertron all over again.

Several hundred explosions spread across the ground and in the air of the Crystal Empire. The sky was colored a dark brown while ashes and dust fell from the sky including the hundreds of meteors. Decepticons, big and small, strong and powerful, were laying waste to everything in their paths, if not including us in the process of their plan of total conquest of Equestria.

I could see Leapers jumping in mid-air and bringing their fists down on the earth, crushing anything that was stupid enough to be fighting Leapers in the first place. The sky was infested, if not already by starships and dropships, but by Decepticon Jets. Thousands of them trailed across the open air and dive-bombed the grounds and crystal houses.

There they were, my fellow Autobots, all firing into the air as if firing random shots, but I knew they were all for a purpose. Sideswipe, Ratchet, and Wheeljack stood in front of us, obviously waiting to move forward. Which finally brought me back to the real world.

Ironhide slapped me in the shoulder and shouted, “Wake up, kid! We got a war to win, remember?! Move your assets forward or I’ll make ya move!!!”

Shaking my head and finally getting on my two feet, I transformed my right arm into its weapon mode. I stared at my thermo rocket launcher for a few seconds before I cocked it.

“Kablam…” I heard myself mutter.

Ironhide nodded and pointed his neutron assault rifle forward into the heart of the apocalypse. I saw him point straight at the massive Decepticon army mobilizing and ready to kill right in front of us. I could also see the Crystal Castle about two and a half miles away from our position. I mentally chuckled, knowing the exact location of the castle was possible thanks to my brilliance of battle strategies back on Cybertron.

Ironhide obviously disagreed.

He slapped me in the shoulder…harder this time and screamed over the explosions, “If you lose yourself in space, son, then we’ll move on without ya! Get your head out of your muffler and MOVE FORWARD!!! We NEED to clear this street and get to the castle before it’s too late!”

Nodding, I aimed my rocket launcher forward and loaded it up.

“Ready, old timer. How ‘bout yourself?” I asked Ironhide. He didn’t answer and instead talked with his gun. Shooting away at the Decepticon Jets, Ironhide pushed forward with me on his trail as we arrived to the rest of our team.

Ratchet hid behind the nearest debris, looked at us and shouted, “There’s way too many Decepticons for us to move up! We need an immediate airstrike from Jetfire and the Aerialbots!!!”

Pushing my way past Ironhide, I lifted up my rocket launcher and shouted, “Forget about Jetfire! I got this!” Confusion was easily strewn across their faces, I quickly solved that by aiming my rocket launcher forward and firing one blast. The three missiles escaping my deadly launcher blasted forward and hit the nearest group of Decepticon soldiers. They quickly scattered across the ground with their body parts following close behind.

Firing a couple more shots before I had to reload, I couldn’t help it, I laughed in amusement with the furious firepower my launcher had. I took out a Leaper, a Heavy Soldier, and another small group of soldiers.

While I got to cover to reload, Wheeljack looked over from our debris and shouted, “I-I think we got a clear path now, thanks to Warpath! But we gotta hurry, those Decepticons are movin’ in fast!”

“Then let’s roll for it!” Ironhide bellowed and jumped over the debris, we followed behind him and shot from our only weapons we had in all directions. I could barely make out the scene of this mighty warfare placed before us.

It wasn’t very long before the Decepticons pinned us down again, forcing our small team to find more cover behind a fallen crystal skyscraper. Ironhide and the others covered their heads when more and more bullets kept raining above us.

Ratchet managed a few shots from his burst rifle before screaming, “Any other ideas, Ironhide?!”

Ironhide managed a few grunts before he finally reloaded his assault rifle. He began to stand up and charge forward…but a red ball flew over our debris and landed right by his feet.

It only took a few seconds for us to finally realize what it was.

“Grenade!!!” I shouted right before it exploded, sending all five of us to blow through our debris and into the open.

Quickly rolling onto my stomach, I lifted my head up to see three Decepticon Vehicons fly up from a makeshift ramp and transform in mid-air. For a moment when I saw their robot modes…it almost reminded me of all the old Decepticon soldiers. Most of the Decepticons during the end of days had a newer design to them, to upgrade the Decepticon army.

That’s because they WERE old Decepticon soldiers, straight from Cybertron’s archives.

I saw as their right arms transformed into older versions of the neutron assault rifle, quickly aiming at us and firing.

“Make room for Sideswipe!” I heard Wheeljack shout.

I looked left, mentally gasping when I saw Sideswipe jump over all of us with two red swords in his grasp. The Vehicons couldn’t react when that nimble, little Autobot charged forward and drove his blades into each one. Easily tearing through each Decepticon, Sideswipe turned towards us with a valiant smile.

“Damn, I’m good!” Sideswipe congratulated himself at a job well done, clearing the streets I mean.

When we all finally got to our feet, the explosion of the grenade slightly causing me to shake, we all made our way down the road and closer to the Crystal Castle. But of course, to my surprise actually, a Decepticon dropship crashed right in front of us, blocking the street.

Ironhide blocked the intense heat of fire coming from the deceased dropship and shouted in anger, “Who the scrap took out that dropship?! We don’t have control of the skies yet!”

I was mad too. Not only didn’t we have support from our Aerialbots, but now things kept getting worse when another dropship swooped down and opened up right above the ground in front of us. And for a brief moment, I actually thought I saw something crash into the Crystal Castle.

That was forgotten when the Decepticon flyers quickly piled out of the dropship.

“SNIPERS!!!” I screamed and fired my rocket launcher upwards, forgetting to aim and completely wasting precious ammunition.

The Decepticon Snipers flew off into the air, some of them landing on crystal buildings and looking down at us as if we were the targets.

Oh yeah…

“Elimination of Autobots in progress.” One of the snipers coldly said as his flat face lit up and aimed a blue beam at us. The beam searched until it finally landed on Ratchet, charging up and firing.

Ratchet quickly dodged out of the way before the sharp-pointed bullet could go straight through his chest. He aimed upwards with his burst rifle and killed the sniper with only a few shots. The snipers quickly realized that they couldn’t stay in one place for too long, so they flew off to land somewhere safer and try to shoot us again.

“Let’s take ‘em all out!” Ironhide screamed and ran forward, shooting at the snipers.

We followed his lead, our small but strong group of Autobots unstoppable to these grunt Decepticons. The snipers were all dead but more and more kept raining from the skies. Right before I could lock onto the nearest target, another Decepticon dropship swooped down with something large connected to its belly.

The large object broke off from the dropship and landed right in front of us, blocking our path yet again.

“Son of rust bucket,” I cursed, “Can’t we get a break for once?!”

Wheeljack shook his head quickly, obviously terrified as the rest of us were, and said, “We’re not gettin’ any breaks anytime soon, Warpath.”

Before our optics, the massive object transformed into an even larger scale-sized Decepticon. Its red visor glowed bright in the ashes and attached to its right arm was a massive mini-gun with two large barrels. The Decepticon had to reach a size of at least an Autobot titan…maybe even bigger.

I quickly realized what it was…

“DESTROYER!!!”

I heard the Decepticon titan chuckle and rev up his mini-gun while growling, “LET’S CLEAR THE STREETS OF THESE AUTOBUGS!” Suddenly, the massive chain gun exploded and sent several thousand bullets towards our position. Quickly ducking and taking cover, I looked over the damaged crystal housing to see that lumbering titan laying waste to the crystal buildings, obviously searching for us.

A new thought popped in my head, I quickly hid behind the debris, looked at Ratchet and asked, “I thought these things weren’t being constructed anymore! I thought they all were put into stasis after the infection of Dark Energon!”

Ratchet only grunted when more and more bullets kept hitting our debris. He reloaded his burst rifle and shouted, “Don’t question it, Warpath, JUST KILL IT!!!”

That was all I needed to hear.

Rolling out into the open, I quickly got the titan’s attention by firing several missiles at him with my rocket launcher. The Tanker slowly stomped my way, his chain gun cooling down for a brief moment. Even though it was powerful, not even my rocket launcher could take down this behemoth.

We needed help…

…I needed help.

A small static came from my comm link along with that familiar blunt accent.

“Autobots, this is Perceptor on all frequencies! I am informing you that thanks to I, Hound, and Blaster, we have successfully acquired contact with the Aerialbots. Lay down some coordinates for them and they’ll prepare an airstrike!”

Letting loose a chuckle, I muttered, “Good work, tech-head.”

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Finding the perfect building was difficult for the three Autobots, especially during the end of days. Dodging Decepticon firefights, Perceptor, Hound, and Blaster made their way throughout the empire and finally found it…

“Ah…perfect location as always…founded by I, Perceptor, of course.” The Autobot scientist congratulated himself. Hound and Blaster merely groaned in annoyance.

Ignoring them, Perceptor began to climb up the sides of the large crystal building with Hound and Blaster on his trail. Considering their size, they made it up in only a few seconds flat. Perceptor wiped off his chest and stood proudly on top of the roof of this large crystal building.

From the Intel he acquired from the crystal ponies (unfortunately he had to actually knock on one of their doors and ask where the largest building was) they quickly pointed and told him that the library was pretty big. He never had a chance to thank them…because they slammed the door on his massive face.

Standing on top of the flat library top, Perceptor watched the battle unfold before his optics.

“So uncivilized…” Perceptor muttered as the dropships began to lower to the ground to drop off both Decepticon and tanks alike. He realized that Optimus and the others couldn’t hold off that massive armada for much longer.

Turning around, Perceptor pointed at Blaster and ordered, “Blaster, transform into contact mode! We must acquire contact with Jetfire as soon as possible.”

Smiling, Blaster transformed into boom-box mode and shouted, “I’m here all day, ladies and gentlebots! Don’t go anywhere because Blaster’s gonna pull out all the sweet tunes!”

With Blaster in position, Perceptor walked forward and began working on the boom-box for contact. After a few seconds of waiting, Hound tapping his foot impatiently, Perceptor flipped a small switch and Blaster came to life.

Perceptor backed away as Blaster sent airwaves throughout the sky. Soon enough, Jetfire’s voice came from the radio.

“….*static* Perceptor! *static* ready for the airstrike?! We have loaded missiles! Ready for action!”

Nodding, Perceptor pressed his comms link and sent out the message to all Autobots in the Crystal Empire.

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I flew backwards as the Decepticon titan shot at the ground, causing a massive shockwave to send us all on our backs. I looked over to my left to see Ironhide quickly rush over to my position, picking me up while shouting at my face.

The deafness I felt in my already damaged hearing processors was too intense. During the war for Cybertron, I had almost lost all hearing thanks to my constant cannon fire. If I finally went deaf…I was going to be so-

“….KID! KID, GET UP!!!” Ironhide screamed as the sounds of explosions quickly arrived.

Thanking Primus, I stood up with Ironhide’s help and watched as the Decepticon tank demolished the buildings and shot at Sideswipe. The sounds of static came back, but not from me.

I looked over to Ironhide, who was fidgeting with his comms link. After tapping his head a few times, I heard Jetfire’s voice roar out the comms link.

“Ironhide, how ‘bout callin’ in an airstrike?!”

It only took a quick second for Ironhide to find his target.

Pressing his comms link again, Ironhide shouted, “Jetfire, this is Ironhide, take out the Decepticon titan in our area!”

“Got it!” Jetfire screamed back.

Reloading, I followed Ironhide to the nearest debris and took cover under it. It wasn’t long before Sideswipe, Ratchet, and Wheeljack joined us. I could hear the Decepticon titan out there…searching for us.

“What’s the hold up?!” Sideswipe screamed, obvious anger present.

Ironhide was about to answer but never got the chance to, because the loud super-sonic jet sound came from above. We all looked up to see none other than Jetfire leading the team of Aerialbots through the skies. I was amazed to see several missiles shoot out of them and hit the Decepticon titan with immense force.

Running out from the debris, we all watched as the titan crumbled before the power of the missiles, slowly falling apart and hitting the ground. I couldn’t help but cheer at this, as did the other Autobots.

We stopped cheering when several more titans stomped their way towards us.

“Oh you are KIDDING ME!!!” Ironhide screamed as the titans moved forward, causing the ground to rumble. It didn’t stop there. Above the crystal houses, several Decepticon soldiers with missile launchers attached to their shoulders glared us down and prepared to fire.

Out of the sky, Decepticon Leapers and Heavy Soldiers hit the ground and began to move in on us. The Heavy Soldiers cocked their ion displacer turrets and growled while the Leapers simply chuckled at the uneven odds this battle had.

We were surrounded.

But if we went down…we went out in a blaze of glory.

Pressing my comms link, I screamed, “Jetfire, immediate air assistance now!!!”

None of the Decepticons or the Autobots was prepared for what I did next. I charged forward, my rocket launcher pointed forward, and my head dead center on the Decepticon army.

“Stupid Auto-!” One of the Heavy Soldiers was saying…right before a missile came from above and killed him in an instant.

I continued to run, nothing stopping me as Jetfire, Air Raid, Silverbolt, Slingshot, Skydive, and Fireflight provided all the help I needed to move up. Even though I was probably several hundred feet away from them, I heard Ironhide yell, “Alright, Autobots follow Warpath!!!”

Nothing stood in my way. I didn’t even have to fire…the Aerialbots took care of everything.

All around me, all I could see were the Decepticon soldiers, Leapers, Heavy Soldiers, and titans crumble in a firery explosion as more and more missiles rained from the sky and hit them without remorse. The ground shook as the titans fell back and died on the spot.

The fire in my spark had ignited. I was unstoppable.

Putting my rocket launcher away, I pulled out my red blade that replaced my right hand, quickly slicing away at the weak Decepticon soldiers that survived the airstrike. They didn’t stand a chance against me.

I looked up to see the Crystal Castle growing nearer as I ran forward, more and more dropships falling to the earth in a bright explosion as Jetfire and his team continued the assault. Soon enough, the chaos ended and the Decepticons retreated from the streets, probably to find something else to destroy.

I mentally cursed when we hadn’t even reached the castle yet, we were still too far away. Jetfire and his team zoomed across the sky leaving several streaks in their paths. I looked forward at the Crystal Castle and noticed the large hole at the top. Several Decepticon Guardians and Marauders guarded the entrance.

Not even an airstrike could take out that heavy artillery.

Dropping low under some crystal debris, I looked over to see the rest of our team arrive shortly, each of them with their weapons red hot at the end.

Ironhide patted me on the shoulder and said, “Good job, kid…there might be hope for you after all.” I couldn’t help a small chuckle from that.

When that was done, Ironhide looked over the debris and grumbled, “Scrap! Decepticon Guardians! If we get caught by those things, we can run but we’ll die from their locaters,” He looked down at all of us…his blue optics shimmering dread.

He sighed heavily before saying, “Alright, Autobots….it looks like we have no choice but….” He looked out into the torn-up empire, his shoulders lowering even more. Turning around, he looked at us and shouted, “All of you, split up into the Crystal Empire! We NEED to find a way around so we can meet Jazz and the others at the castle!”

Ratchet looked at him, hope completely leaving his face as he muttered, “Ironhide…if we split up…the chances of any of us reaching our destination are very slim…we may end of dying out there in that Primus forsaken battle-zone.”

Sighing, Ironhide looked at the ground and quietly said, “That’s a sacrifice…that I’m willing to make.”

We all looked at the ground, lost in thought; my thoughts on how much my worn-out body could take on this never-ending warfare for millions of years and still continue. But Sideswipe obviously didn’t think the same.

“I’ll go it alone, Ironhide,” Sideswipe said, standing up and walking away, “I’ll meet you all at the Crystal Castle…but first I gotta find a way to take down those Maruaders.”

Ironhide nodded and said, “Good luck, Sideswipe.” We all watched as that small bot transformed and drove off deeper into the empire.

Watching his blazing trail almost made me miss Wheeljack’s departure into the war. Looking over, I saw as Wheeljack activated his subsonic repeater and turned towards us, his optics filled with fear.

I heard him stutter, “I-I…I-I-I think I’ll go it alone too. Hey, we don’t live forever right?” Wheeljack chuckled nervously.

“Not entirely true, we can live for many millions of vorns but the thought of actually-,” Ratchet began to explain only to be interrupted by none other than myself. He looked over to me as I slowly shook my head.

“Don’t start, Ratchet.” I said.

Ratchet grumbled a bit before bringing up his gaze towards our departing Autobot brother. Ironhide and Wheeljack shook hands as the white Autobot transformed and took off down the road to find another way around.

Ironhide sighed again and walked over to Ratchet. The medic stood up while Ironhide pulled him into a hug. I watched from where I was sitting as Ironhide whispered, “Good luck, brother.”

Ratchet whispered the same words back as he transformed as did Wheeljack and Sideswipe. Ironhide didn’t leave just yet and watched as Ratchet drove away to find refugee. Turning his gaze towards me, Ironhide nodded.

“So this is it, huh?” I grumbled and kicked at the gravel.

Ironhide shifted his optics towards the castle, and then back to me. He gave me a supporting smile and said, “You wanna blow up some stuff, kid? I bet those Guardians wanna meet the end of your cannon there.”

I didn’t answer and continued to stare at the ground.

When another far off explosion caught Ironhide’s attention, he looked at me one last time and quietly said, “Good luck, Warpath.”

That was the last I ever saw of Ironhide as he drove away.

Sitting here on top of this crystal debris, I cracked my knuckles over and over again. Wanting the lust to crush Decepticon heads, I wanted to stand up…but couldn’t.

All I really wanted to do was to sit here and enjoy the apocalypse.

____________________

END TRANSMISSION

-IDENTITY: UNRECOGNIZED-

Busting open the crystal wall, Slug let the six ponies go in the makeshift entrance first with the other Autobots following close behind. Right before the shadow from above the skies could find him; Slug darted inside the large crystal housing.

It was quite dark inside this crystal house, despite Twilight’s horn giving off a faint purple glow that bathed the area, several sharp, jagged ends pointed out from all directions, obviously black crystals from King Sombra’s infection.

Jazz, Bumblebee, and Cliffjumper sat down with their backs clanging against the crystal wall. The three Dinobots simply continued to stand; the house was tall enough to let them stand straight up. Jazz looked around as the six mares got themselves comfortable; Twilight, Applejack, and Rainbow Dash all sitting down in the middle of the room while Rarity took a seat next to Cliffjumper, Fluttershy sat next to Bumblebee (slightly holding Bumblebee’s hand with her hooves), and Pinkie Pie right next to Jazz’s legs.

It was silent for a long time before Twilight’s suspicions rose up.

“So….” Twilight said, her gaze turned towards Jazz, “do you mind trying to tell me what that thing was back there?”

Jazz frowned, obviously stuck between a rock and a hard place. Thanks to Fluttershy, she pointed out where the Nemesis was right before it attacked them. Jazz had never seen so much fear placed on those pony’s faces when that flagship bombarded them. They literally had to run away from the Nemesis, not even their weapons could take down that ship.

Which brought back the one question Jazz had in mind: How?

How had the Nemesis managed to survive a crash like that? Forget that, how had TRYPTICON managed to take control of the entire Nemesis and use its intense power to destroy relentlessly.

Sighing, Jazz answered her question with a question, “Do ya remember when we first left your world?”

The six mares all brought their attentions to the white Autobot, obviously intrigued as to why he would mention that terrible day. Even Cliffjumper, Bumblebee, and the Dinobots turned their gazes toward Jazz.

With the silence falling in quickly, Jazz continued, “And…right after we left…did any of you manage to catch that massive dark ship following Omega Supreme along with the Ark?”

Thinking heavily, Twilight placed a hoof on her chin and thought about that day and everything that had happened. She successfully blocked out all those sad memories from her mind so it was hard trying to remember it.

Her eyes went wide and she gasped, “That was the Nemesis?!”

Jazz simply nodded and continued to stare into space, his blue visor glowing in the darkness.

Twilight had remembered the Nemesis all right, she had seen it during the Autobots’ departure of Equestria and when they returned. Perceptor had explained everything, especially when the Nemesis had left Earth to chase down Megatron.

Another question popped in her mind.

“Why did the Nemesis chase us if it’s going after Megatron?” Twilight asked, her head looking at each Autobot.

Jazz didn’t answer…but Cliffjumper did.

Shrugging his shoulders, Cliffjumper answered, “Probably because we were the closest Autobots around. And if I’m not mistaken, I am pretty sure I heard Trypticon’s voice when I was in that ship.”

“Wait…WHAT?!” Twilight practically screamed before biting her foreleg, almost forgetting that there were Decepticons outside just waiting to hear a cry so they could find it…and kill it.

Bumblebee petted Fluttershy for a few more moments before he looked at the unicorn, “What do you mean, Twilight?”

Celestia’s student thought long and hard for a few more tense moments. She had heard that name before…Trypticon…but where? She opened her eyes, completely filled with dread and horror. She remembered the name all right…in her nightmare where Shockwave had murdered her and her closest friends. Twilight had heard Shockwave say that the Nemesis was actually called Trypticon while in her dream. But why would he say that?

A new thought arrived to Twilight’s brain.

“Do you think…that…the Nemesis…is actually…you know…Trypticon?” She asked while wincing at all the stares she received from both her friends and the small team of Autobots.

Slug shook his head and spoke in that deep voice of his, “Highly unlikely, Trypticon’s remains are back on Cybertron and under guard where they should be. The thought of Trypticon being a ship is ridiculous…. Trypticon is dead.”

“Yeah,” Swoop added in while staring at Twilight, “that lumbering beast died on Cybertron where we harvested his Energon for the Autobots. Trypticon IS dead.”

“Noooot exactly…” Jazz said with his voice high. Every single head turned towards Jazz, surprised and shocked at the same time. Jazz looked at Slug with a nervous grin and explained, “Ya see…ummm….well…right before you guys took out the Space Bridge, Megatron…well…attacked the remains of Iacon and where we kept Trypticon’s power core. All I know is that when Megatron got there, Trypticon and all his body parts….were gone.”

Snarl, Slug, and Swoop opened their mouths in shock, as did the six ponies. Twilight obviously didn’t know anything about the final days of Cybertron, but it was still pretty interesting to hear it from the Autobots themselves.

Jumping in surprise, the mares looked at Slug who had already begun to yell.

“Are you kidding me, Jazz?!” Slug bellowed, “If the Nemesis is REALLY Trypticon, do you know what kind of damage that thing is going to cause if he transforms?!”

Cliffjumper put a finger to his lips and whispered sharply, “Shhhhh! Slug, be quiet! We don’t know what’s out there waiting to-!”

A long, green beam entered the room.

Everyone froze as the beam began to move up and down and back and forth. The equines kept their attention on the bright beam of energy going across the room. Slug shut his mouth and backed up against the wall as the beam was mere inches from his face.

Cliffjumper almost screamed when Twilight reached out her hoof to touch the beam.

“Twilight, no!” Cliffjumper quietly screamed and grabbed the small unicorn in his hand, pulling her back into his embrace. A small yelp escaped from her lips from the sudden maneuver, causing the red Autobot to place his large finger over her mouth.

Rainbow Dash and Applejack got the idea as they all slowly crawled away from the green line of energy and next to the wall. Everyone stayed still, completely frozen in fear, and from the ponies, confusion as the beam swept through the room.

Once the beam disappeared, a cold, robotic voice came from outside.

“This area is clear. No signs of Autobots.”

A few footsteps from outside began to get quieter, thus allowing Cliffjumper to release the small unicorn. Twilight tumbled out onto the crystal floor and turned around in an instance.

She eyed Jazz and asked, “What was that all about?”

Jazz shushed her and move towards a small gap in the wall. He pressed his head against the gap and gasped quietly on what was on the outside.

“What’s goin’ on?” Applejack asked, fully expecting to not get a response as she, Rainbow Dash, Twilight, Rarity, Pinkie Pie, and Fluttershy all approached the opening Slug had made for them once they got inside this house.

Poking their heads out only slightly, the small ponies watched in horror as a relatively large group of Decepticons were piled on the outside, five of them they actually remembered.

The tall, blue one was no doubt Onslaught, the tan and red one was Vortex, the dull yellow one was Swindle, the dark green one was Brawl, and the brown one was Blast Off. The other Decepticons were unrecognizable grunts or soldiers. But what amazed them was the slimmer Decepticons, especially Twilight.

They had white armor and long legs, short arms protruding out of their bodies. Their heads were very odd, shaped in an oval type formation with one glowing purple eye. Together, the Combaticons and the Decepticons all centered on Onslaught as he typed away at his wrist.

Suddenly, Onslaught’s wrist lit up and a large image of the cyclopean Decepticon appeared above the Decepticons. Twilight recognized that face immediately.

“Shockwave…” The violet unicorn muttered, immediately flinching right after the Decepticons started speaking.

“Lord Shockwave, sir,” One of the soldiers saluted, “We have the area surrounded. The Guardians are searching the empire as we speak for the target ponies!”

Shockwave clenched his good right hand and shouted, “Find them at all costs!”

“Yes, sir, but we-!” The soldier was saying right before Shockwave interrupted him.

“No excuses! Those wretched equines are in the Crystal Empire somewhere, and if we don’t find them it will be catastrophic.” Shockwave’s eye continued to flicker.

The soldiers looked at each other before one of them got the courage to ask, “Ummm…they’re just ponies, sir, I’m pretty sure we can handle that.”

Shockwave shook his head and coldly explained, “No…there is more to them than meets the eye. Even though they don’t look it, they are extremely powerful with the utmost importance of keeping peace in this world. That is why you must find them; they cannot break our plans any further. If you find them…bring them to me….and they must be alive.”

Onslaught lowered his wrist causing Shockwave’s hologram to disappear. He turned towards the Decepticons and watched as they quickly acted.

“Come on! You heard Shockwave!” One of the soldiers shouted and took off with several more behind him.

Brawl looked up into the sky and motioned the nearest dropship to come down. “That’s it! Lower yourself down here now! That’s good, now drop it!” Brawl screamed as the dropship lowered down and released the tank attached to the bottom of it.

Onslaught turned towards a small group of Decepticon soldiers and pointed at them, “You six, follow Brawl with the tanks and clear a path throughout the empire,” He turned towards a group of Decepticon Jets all in robot mode and shouted, “You all follow Blast Off and Vortex into the skies, search high and low for those ponies and if you find them, contact me at once!”

With their orders given, the soldiers were about to move out when an over-excited soldier ran forward and screamed, “No mercy! Shockwave will be greatly displeased if we don’t find those ponies!”

Swindle came next to Onslaught’s side, who had his hand pressed against his temples, and chuckled, “Really? Because I thought we could let those ponies run freely throughout this empire. In fact, when we find, let’s just protect them and lead them to the Crystal Castle where they can spoil our plans!”

The soldier titled his head in confusion. “Uhhh…I don’t get it.”

Swindle chuckled again, “Yeah, I didn’t think you would.”

With the Decepticon rubbing his head, Onslaught turned towards Swindle and ordered, “Okay, Swindle, since these soldiers are WAY too stupid to understand simple orders, I want you to lead the Decepticon Guardians throughout the Crystal Empire. If you find the ponies, capture them and contact me at once.”

“You got it!” Swindle nodded and made his way towards the group of seven Guardians. He lifted up his fist and shouted, “Alright, guys, let’s move out!” Swindle led the way as the Guardians followed closely behind him, their green beams scanning the area.

Watching Blast Off, Vortex, and the jets take flight, Onslaught took one last look around the area until he walked away with Brawl and the Decepticon tanks rolling down the streets.

“Scrap!”

The six mares brought their heads out of the opening and into the house where they saw Jazz walking back inside, his anger boiling.

Jazz looked onwards towards the opening in the house and shouted, “We got Decepticon Guardians patrolling the area along with eyes in the sky! How are we supposed to get to the castle now?!”

Twilight wanted to help him, she really did, but right now she didn’t have a clue as to what to do in this situation. They needed years of training to be able to sneak across this battlefield, all the while fighting for their lives against endless waves of Decepticons, the skills that they obviously didn’t have.

Right before she could tell Jazz about their predicament, Pinkie Pie hopped forward to the white Autobot and exclaimed, “We can go in there!” She pointed a pink hoof over to Slug’s makeshift entrance. Jazz stepped forward and followed her hoof outside.

Once there, Jazz finally saw what Pinkie Pie was pointing at.

A large crystal skyscraper stood only a mile away from where he was standing. It was tall, probably the tallest building in all of the Crystal Empire, it would be a perfect place to move forward to.

Cliffjumper, Bumblebee, the three Dinobots, and the six mares all made their way out of the crystal house, Rarity sighing with relief once out of that horrid debris. There they all stared at the massive building where Pinkie had pointed out.

Fluttershy gulped and nervously inquired, “T-that’s the tallest skyscraper in the Crystal Empire.”

Turning his head back, Jazz flashed a grin and activated his scatter blaster shotgun.

“I guess we’re goin’ up.”

Die Rise

-CHAPTER XIX: DIE RISE-

“Don’t think. Just do it.”

-Skywarp

INTEL: One of the Seekers, Skywarp isn't exactly the most professional Decepticon around. He's immature, stubborn, and prone to insults (giving less-than-witty ones and receiving ones he doesn't even notice, sometimes from himself). Thanks to these traits, and his tendency to muck around when unsupervised, he rarely puts his cloaking and teleportation abilities to good use on the battlefield. However, thanks to a mandatory course of Circuit-Su training, he's become a bit more disciplined, giving him the focus needed to perform vicious sneak-attacks on unsuspecting Autobots.

____________________

TELETRAAN ONE LOSING SIGNAL

SYSTEM STARVATION AT 74%

INFECTION: TOTAL

-UNKNOWN-

Optimus Prime’s blue optics finally lit up in the darkness that surrounded him.

His head turned left, he saw nothing but an endless void of darkness. He looked right, still nothing but black. Optimus reached his hand forward and tried to grab something…anything that was possibly a clue to where he was…ultimately nothing.

He took a step forward, expecting to fall considering there was absolutely no ground around his very essence, but strangely….his foot hit solid ground.

Looking down, Optimus saw nothing but darkness on the ground.

Prime tried to speak…but no words escaped his faceplate.

Suddenly, a deep laughter echoed around the empty void around the Autobot leader. Optimus Prime spun around and clenched his fists when that familiar voice quickly spoke to him and him only.

‘HAHAHAHA!!! I FEED ON YOUR GREATEST FEARS!!!! NOW…LET’S SEE WHAT’S IN THAT MIND OF YOURS!!!!!’

Prime hunched forward when he felt a dark presence enter his very spark, filling his mind with unwanted memories of the final days of Cybertron…and even before that. He saw it…no…he could feel it. He could feel the ashes hitting his polarized armor, he could hear the screams and cries from dying Autobots, he could see the corpses of thousands of Cybertron’s ancient titans sprawled across the grounds of scavenging Decepticons, but worst of all….he could hear the familiar, soft voice of Twilight Sp-

‘AWWWW….HOW PRECIOUS….SO THAT’S WHAT YOU FEAR MOST.’

Another surge of pain spread through Prime’s body, after that passed only a small but powerful migraine remained in Optimus’ forehead. Suddenly, a soft, blue light appeared above causing Optimus to lift up his head and see a glowing blue orb float mere inches from his face.

He didn’t know why but…he wanted to protect the orb.

Reaching forward, the orb flew away into the darkness with only a small sliver of light visible in the distance. But what really frightened Prime was the voice that followed after.

‘HOW FAR WILL YOU GO TO SAVE YOUR PRECIOUS PONY FRIEND?! AND HOW MUCH WILL IT TAKE TO BREAK YOUR SPIRIT?! I WILL ENJOY TORTURING YOU A BIT MORE….HAHAHAHAHA!!!!!’

To his horror, Optimus actually heard Twilight’s voice echo in the distance. Even though these were just mind games played by King Sombra, it terrified Optimus to hear Twilight’s exact voice.

‘Optimus! Help me! AHHHH!!!’

‘Twilight?’ Optimus said to his bewilderment, ‘Twilight, I’m coming for you!’

Taking slow but many steps forward, Optimus felt as his red lights suddenly lit up, thus allowing him to see a bit more. He squinted down the long, dark road to possibly see the light. All he saw was the slim blue dot shining in the distance.

He had to light up the dark.

As he trekked his way forward, Optimus kept his focus completely on the blue light, completely unaware of the changing scenery around him. When several screams came into view, Optimus stopped on his journey and observed just what Sombra had in store for him.

It was horrible.

The darkness suddenly shifted into a living battleground of epic proportions. Optimus Prime could see everything laid before him and him alone. It was Iacon…invaded. Screams of dying Autobots came quickly as more explosions rocked the buildings and crumbled the streets.

The horrible cries.

‘Help us!’

‘They’re everywhere!’

‘Where’s Optimus?!’

The last of the Primes wanted to help them…but he couldn’t.

Swallowing his guilt, Optimus Prime trudged forward through the endless battle, several Decepticons running past but not touching him. He kept his head low, obviously horrified to see a vision of a Decepticon stabbing an Autobot in the chest followed by an Energon-curdling scream.

That same deep laughter came back, louder this time.

‘HOW DOES IT FEEL TO ABANDON AN ENTIRE CIVILZATION TO ITS RECKONING ?! I BET YOU FEEL TERRIBLE FOR LOSING THE WAR FOR CYBERTRON AND ABANDONING ALL OF THOSE WHO LOVED YOU, DOESN’T IT RIP YOU APART INSIDE?!?!’

Optimus Prime lifted up his head, narrowed his optics and growled, ‘Where is Twilight?’

Another growl came from above, a growl of frustration.

‘VERY WELL…YOU MIGHT BE MORE OF A CHALLENGE THAN I THOUGHT. NO MATTER…EVERYONE, IT DOESN’T MATTER WHO THEY ARE, EVERYONE…HAS A BREAKING POINT. AND I WILL FIND IT…EVEN IF I HAVE TO TEAR YOUR VERY MIND ASUNDER!’

Another surge of pain soared in and out of Prime’s body, causing him to involuntarily roar in pain. Shaking his head free of the migraines, Optimus continued on his journey down the long, dark, lonesome road.

Twilight’s voice returned as the blue orb began to grow faint.

‘Optimus…please…he’s coming closer. He’s gonna hurt me…help me, Optimus!’

Suddenly, a brown light filled the darkness as the entire sky began to howl. Soon enough, Optimus was no longer walking on a void, he was walking on rust. Optimus Prime could see everything. King Sombra had really tapped into his memory core because the Sea of Rust never felt so real before.

Everything was detailed so perfectly. Rust storms ravaged the decayed buildings and deactivated Cybertronians pockmarked the landscape; any Autobot or Decepticon brave or foolhardy enough to traverse this inhospitable bit of scenery would be swallowed instantaneously. The cataclysmic event that struck this area so many years ago is long forgotten, yet the resultant scenery haunts Prime’s memories as he chose to wander this decimated plain.

As Prime walked past a Cybertronian titan morphed in with the rusting landscape, he could feel the sorrow this land had and always will have. The ancients resided in this area during the Golden Age of Cybertron, whatever happened here…would forever remain a mystery.

Sombra’s voice returned, giving Prime no remorse to his already hurting spark.

‘THIS WAS ONCE A FLOURISHED LAND, AND NOW IT IS NOTHING BUT A GRAVEYARD OF YOUR FAILURE TO SAVE CYBERTRON FROM THE INFECTION OF DARK ENERGON. THIS IS ALL BUT A PERMANENT REMINDER TO EVERYTHING YOU HAVE FAILED TO SAVE.’

Optimus stopped walking, the raging winds beginning to tear at his armor. He looked up into the rust-filled skies, the blazing sun giving the entire area a light yellow glow.

‘The Sea of Rust was abandoned during the end of the Golden Age,’ Optimus exclaimed, not at once feeling any type of fear, ‘When Cybertron’s core was infected, the resulting effects merely scratched this already dead landscape. None of this…is my fault.’

Prime could hear Sombra’s anger grow by the shouts of displeasure. The landscape changed again, the Sea of Rust was gone and only Sombra’s area of choice remained: the dark void of nothingness.

The blue light in the distance, the only light visible in this dark sea, grew fainter as Prime continued to move forward.

Twilight’s voice began to panic.

‘Optimus! AHHHH! HELP! He’s here! He’s going to hurt me!’

‘Do not fear, Twilight Sparkle, I’m coming!’ Optimus Prime screamed as he tried to run, but no matter how hard he tried, he couldn’t seem to move anywhere.

Suddenly, he stopped again, and Sombra’s voice returned.

‘YOU’RE NOT LEAVING UNTIL I’M FINISHED WITH YOU!!!!!’

Optimus fell to his knees and panted heavily, Sombra seemed to take a liking to that.

‘THAT’S RIGHT…BOW BEFORE THE KING.’

Standing back up, Optimus Prime watched as Sombra continued his mind games, shifting the void around him to his liking. And judging from Prime’s memories, this was definitely the last place Prime wanted go.

‘Kaon…’ Optimus muttered and continued on his journey through unwanted memories. The towering skyscrapers bathed the area in a deep, purple glow, thus signaling the Decepticon home city. This ever-growing city-state expressed supreme dissatisfaction with the Autobot High Council; Optimus remembered their exact words to the thought of Kaon.

They thought it was nothing but a Decepticon symbol of superiority, forceful conquest, and the manifest destiny of conquering the cosmos. But they had no say in the matter, because Megatron took power in this very city and began to create his own army. Optimus remembered how Megatron had sworn to bring Cybertron back to its former glory…to end the Autobot reign of peace and prosperity.

He succeeded.

As Prime continued his small walk through the roads of the Decepticon homeland, Sombra decided to have more fun with the last Prime.

‘TRUE FEAR MUST CONTROL YOUR MIND BY NOW! THIS IS KAON! THE DECEPTICON CAPITOL! HOW CAN YOU NOT BE AFRAID OF THAT AT WHICH YOU LOST TO!!! YOU LOST THE WAR FOR CYBERTRON!!!’

Optimus stared at nothing in particular; he only knew that Sombra was controlling everything around him. So he spoke to the sky.

‘Haven’t you already figured it out, Sombra?’ Optimus asked, ‘I don’t fear anything that you throw at me. Just give up and let me reach Twilight.’

A piercing screech assaulted Prime’s hearing processors. Kaon faded away in a purple mist while nothing but the darkness remained. Optimus Prime clutched his head in pain as several thousand different voices continued to haunt him.

‘Our war, Optimus! A war that I am winning.’

‘The fall of our civilization has begun.’

‘I told you, to stay and defy me was to die…and NO ONE defies Megatron!’

‘Only in war is there happiness.’

‘Spend more time in the pit!’

‘How can we deal with the loss of our world?’

Even with the painful thoughts rocking his mind, Optimus Prime forced every will of his body to move forward despite what his mind told him to do. He was dead set on finding and saving Twilight. The voices kept assaulting him…louder this time.

‘WHY WON’T YOU DIE?!?!’

‘Prime has forgotten us.’

‘He never cared for us…no one ever did!’

‘Till all are-!’

‘You’re weak, Optimus! You run when you should fight!’

‘This is what you chose!’

Suddenly, the voices shifted to familiar, soft voices he had come to love while he and his Autobots resided on planet Equestria. But what Sombra did…hurt him in so many ways.

‘I won’t allow you to remain on this world anymore, Optimus Prime.’

‘I don’t need your sympathy, Prime!’

‘He is…kind of scary.’

‘I don’t trust those brutes one bit!’

‘They’re all nothin’ but cow-rustlin’ varmints!!!’

‘Stupid Optimus!’

‘We would be so much better without you infesting our world.’

‘They don’t deserve a party, those mean, nasty, Autobots!’

‘Fools. They’re all nothing but a bunch of mindless fools.’

‘We hate you!’

Optimus clutched his head in immense pain, Sombra was succeeding in tearing his very mind asunder…he had to reach his destination and end this madness.

Forcing himself to move forward, Optimus Prime finally reached the blue light that had been growing dim at each second…but now…it was only feet from where he was standing. Clutching his chest, Optimus felt a strong presence in the Matrix as his hand moved closer to the light.

‘Light us…in our darkest hour.’

Once Optimus Prime touched the light, all he could hear was Sombra’s piercing howl.

Then nothing.

‘You’re gonna hold onto that friendship.’

Optimus Prime’s blue optics finally lit up in the darkness that surrounded him.

But it wasn’t the scene he wanted.

Instead, the burning remains of Equestria’s capitol, Canterlot, stood in the distance. Optimus gasped when he saw Canterlot itself burning to the ground, the large pillars on its sides falling off the mountaintop. It wasn’t just that.

It was nighttime, according to the moon. The fires from both Canterlot and the ground he stood on gave the large open plain a musty, dark red glow. Pure apocalyptic screaming and cries reached him as he finally realized where exactly he was.

Ponyville…in ruins.

Optimus’ fears only increased what he saw lying all over the dirt ground.

It wasn’t pieces of debris…it was the town’s populace.

Optimus Prime fell to his knees, his hands cascading the delicate, little bodies of the once living ponies he swore to protect. He gently nudged one of them who he presumed to be Lyra Heartstrings. Her body lay still on the burning ground.

All around him, endless rows of bodies paved the dirt streets of this once flourishing town. Dead ponies lay around the last Prime as he began to shutter in horror. This is the absolute one thing he never wanted to happen.

Extinction.

Optimus Prime placed both of his hands in his face; he couldn’t bear to look at them anymore. The ones he had failed to protect from the Decepticons, his ultimate failure…of Equestria.

‘Optimus…’

Slowly lowering his hands, the last of the Primes tried to locate any type of living life-form that had just spoken. Anything…he needed someone…or somepony to talk to.

Once his optics found it, he almost screamed in horror.

Twilight Sparkle lying right in front of him.

Crawling closer to her, Optimus Prime nudged her tiny body with his pointing finger until her eyes opened, but barely. Twilight looked up at Prime, her eyes dripping both blood and tears as her lower lip began to quiver.

‘It is alright, Twilight,’ Optimus cooed and gently stroked her head, ‘I’m here now.’

Whimpering from pain, Twilight muttered, ‘You’re too late, Prime.’

Giving her more and more soft rubs, Optimus asked with his stern voice soft, ‘W-What do you mean?’

Twilight turned her head back and pointed at the remains of Canterlot, her shaky hoof collapsing in her growing pool of blood. ‘Canterlot…is gone…the Princesses…are dead….my friends…’

‘Please…don’t tell me it’s true.’ Optimus muttered as she lifted up her blood-stained forehead up to him. Several tears streaked down her face as her breathing began to slow down.

‘Twilight….Twilight…..TWILIGHT!’ Optimus screamed as the small unicorn slowly dropped her head to the burnt ground. Her eyelids fell and her breathing slowed down. And even though it was obviously clear, Optimus Prime shook in fear when Twilight Sparkle said these final words:

‘I hate you.’

Her breathing stopped….and Twilight died.

Optimus Prime stayed on his knees, his palms shoved into his face in horror. How had it come to this moment?! How had all of Equestria perished along with his closest pony friend and he couldn’t even do a thing about it?!

He brought his hands down and stared at them.

To his horror, blood began to drip from them. The drips turned into puddles, the puddles quickly changed into large quantities of blood that erupted from his hands and fell off onto the ground. The pool of blood surrounded the great Prime…leaving him truly alone in this apocalypse.

‘NOOOOOOOOOOOOOO!!!!!’ Optimus Prime screamed.

‘YES…YEEEEESSSSS! I CAN FEEL THE FEAR BOILING INSIDE OF YOU LIKE A GREAT FIRE READY TO ERUPT! IT GIVES ME GREAT HONOR TO BREAK THE GREAT AND LAST PRIME. YOU ARE MINE NOW…OPTIMUS PRIME….MY NEWEST SLAVE.’

____________________

Sneaking their way across the tattered landscape, Jazz led the way straight into the heart of chaos with those brave ponies on his trail. Following right next to him was Cliffjumper with his head darting back and forth, behind Cliffjumper was Bumblebee and the Element Bearers. The Dinobots took the rear end of the group to make sure nothing got behind them.

Hiding under cover to escape the beam of the nearest Decepticon Guardian, Jazz turned towards Cliffjumper and nodded, “It’s your show, man, take him out.”

“Got it.” Cliffjumper whispered back and hopped over the debris. Rarity and the others lifted up their heads over their cover to see what Cliffjumper was doing, Rarity silently wishing him good luck.

Cliffjumper slowly approached the Guardian from behind, being completely unnoticeable to anything else. Just to make sure there were no Decepticons in the sky watching him, he activated his cloaker and to the ponies’ amazement…Cliffjumper vanished.

They kept their colorful little eyes on the Decepticon Guardian, unknowing to what the Autobot was doing. Suddenly, Cliffjumper reappeared on top of the Guardian’s back, whipped out a long blade, and sliced the Decepticon’s head clean off.

“Gets ‘em every time.” Cliffjumper smiled as he moved forward to the crystal skyscraper.

Suddenly, it appeared that Cliffjumper was leading the group through the quiet streets. Despite the little explosions going off in the distance, the part of the empire they were in was practically silent. A perfect spawning ground for Decepticon Guardians.

Everywhere they went, every street they took, every turn they made, they would always see those long-legged Decepticons scattered all across the streets, searching for them. And it didn’t matter how many they took out (Cliffjumper was keeping score of his kills) because the dropships above would just keep supplying the Decepticon army with enough Guardians to completely search the west side of the Crystal Empire.

They snuck through calmly…and quietly.

Fluttershy kept her head up, her eyes darting the sky until she locked them dead set on the skyscraper in front of them. It was so close.

“Everyone, get down!” Jazz sharply whispered and ducked behind a fallen crystal building. The six Element Bearers did as they were told and smacked their backs against the hard crystal, unknown to what was lurking above them.

That same green beam appeared above their heads.

“Swoop, I said get down!” Jazz whispered to Swoop whose wings stuck out from under the cover. But it was already too late. The beam found Swoop’s wings sticking out and it immediately turned red.

“AUTOBOTS LOCATED.”

Scrap!” Bumblebee cursed and jumped out from the debris. Confusion spread to each mare until an explosion was heard…followed by several guns firing.

“Cover the ponies!” Snarl screamed. One of the many Decepticon Guardians broke through their only cover and began to transform. The six mares fell forward from the explosion. Applejack turned her head back, utterly terrified to see that long-legged freak transform into something even more terrifying.

Its purple eye looked down at her, causing the farm pony to scream.

“TARGETS FOUND.”

But just as the Decepticon was about to fire on the helpless mare, a strong punch broke its contact with the equine. Applejack lifted her head back up to see Slug grab the Decepticon as if was nothing and rip it in two pieces.

Slug looked downwards, his visor locating the orange pony with the large Stetson hat. Right before he could get her to her hooves, a deep frequency noise was heard down the street.

Slug reared back, mouth open wide to see several more Decepticon Guardians racing to their location, obviously the explosion just triggered their battle modes. Jazz didn’t seem to take a kind look to that.

“Slug,” Jazz yelled, causing the Dinobot to turn back, “clear us a path straight into the building!”

“Now that’s what I LIKE to hear!!!” Slug shouted and transformed. Applejack was mesmerized by the sight of this Autobot transforming into a relatively larger beast with three horns atop its head. A loud roar escaped Slug’s new mouth, flames bursting out from the exit as he pawed at the ground and charged forward.

Applejack continued to stare at the Autobot beast as its horns tore apart the Guardians as if they were simply paper against scissors. Part of her wanted to know how a beast like this could even exist, but since she really wasn’t an egghead she decided to not care about that.

The sound of crystals shattering got her attention.

After ripping apart the Guardians closing in on their positions, Slug reared his horns down and rammed into the tallest crystal skyscraper. Jazz stood back, pointed at the opening and screamed, “Quickly! Inside, everybody inside!”

Applejack felt herself being lifted up, looking at her savior, Applejack smiled to see Rainbow Dash helping her back to her hooves. Once she was finally back up, Applejack, along with the rest of her friends, raced through the open streets until they finally made it into the darkness of the bottom skyscraper.

Once inside, they were met with Slug’s glowing red visor as it shined in the darkness. Twilight turned around just in time to see Jazz, Cliffjumper, Bumblebee, Snarl, and Swoop make it inside the entrance. Once they were all inside safely, more sounds of alerted Guardians quickly came. Jazz acted fast and shot the upper portion of the walls, sending large bits of debris to cover their trail.

Only darkness remained…immediately being lit up from Twilight’s horn.

The six mares took this time to take a look at their surroundings.

“WOW!” Pinkie shouted, bouncing up and down, “Look how big this place is! It’s gotta be at least ten bazillion stories tall!”

Jazz quickly jumped in, putting his giant finger against Pinkie’s lips. The pastel pony looked at him, her eyes big and pleading. Jazz wouldn’t fall for this again and whispered, “You gotta be quiet, Pinkie Pie. I know it’s hard for you but just…please…don’t talk.”

Immediately after he released his finger, Pinkie gasped and rambled on, “Are we playing the quiet game? I LOVE that game! So does my mom but she always made ME play it for some reason whenever I ate a lot of sugar and-!”

Once again, Jazz had to place his finger on her lips, silencing the mare. Jazz had told her to please be quiet, but Pinkie Pie just didn’t know when to shut her trap! So he sighed and softly stated, “Pinkie Pie….please…I’m asking you…if you keep talkin’...you might give away our position to any Decepticons outside. If they find us…they’ll kill us and capture you to be taken to Shockwave,” Her mane unfortunately shrank. Jazz felt five more pairs of eyes watching him, now he just felt like a rusting scrap pile.

Even with all the sad expressions he received, Jazz continued, “I’m askin’ ya as a friend, Pinkie. Please…for your friends’ sake….please be quiet.”

After he removed his finger from her pink lips, Jazz expected another barrage of enjoyable little screams from the party pony. But he was even more surprised to see her mane reflate and her smile draw back.

She leaned in and whispered, “Okie dokie lokie, Jazz. I’ll be quiet.”

Jazz stood there on one knee, shocked into silence. Even though Pinkie Pie was VERY crazy and uncontrollable, she knew when to stop…for her friends. This impressed the chill Autobot…a lot.

Smiling, Jazz ruffled up her frizzy mane and stood back up. There he could see nothing but the red and blue lights from each Autobot. He counted five glowing Autobot symbols. Squinting towards a large set of stairs (or what Jazz presumed it to be, it was too dark), Jazz pointed forward and whispered, “Alright, let’s move forward.”

The darkness was gone…and a faint purple light remained.

Turning towards the light, Jazz tilted his head down to see Twilight’s horn glowing softly, a smile present on her face.

Chuckling, Jazz smiled and said, “Twilight, you always know what to do, girl.”

Even in the darkness, Jazz could see the unicorn blush.

___________________

“Crystals…crystals…OH and what do ya know, even more crystals!” Cliffjumper mumbled as the small team of Autobots and Equestria’s Peace Keepers trekked up the long fleet of stairs.

Nothing was going on, nothing important either, the only light was from Twilight’s and Rarity’s horns along with the glowing lights from each Autobot, despite the brown sunlight entering through little windows.

After walking several levels of endless stairs higher and higher to the top (luckily the strong crystals could hold even the heavy Autobots), they would always come across a level with a large room on each floor. The ceilings were high, perfect for each Autobot to stand up straight.

Now Jazz had thought if they had gotten to the top of this towering skyscraper, that they could locate the Crystal Castle faster from its high position. It was definitely a more effective plan than just walking around the streets with Guardians lurking around.

But sadly, this only sparked boredom from the Autobots, and fear from the ponies.

Bumblebee looked down in his arms, slightly shivering and grasping onto his wrist was that adorable little Pegasus, Fluttershy. He could see her whimpering with her ear twitching every time an explosion would come from outside the building. That’s why Bumblebee let her sit in his grasp; he knew it must be hard for her to accept the fact that their home might be destroyed if they didn’t act fast. He just didn’t think it would be this spark-breaking to see her cry.

Neither of her friends felt any better.

No words were spoken as they escalated their way up the crystal stairs, and none of the Autobots tried their hardest for a conversation…or even a small one at that. Even Cliffjumper mumbled a few times over the “décor” this tower had to offer, it was mostly deathly silent.

The six ponies were lost in their own minds.

While Fluttershy continued to tremble in Bumblebee’s embrace, the other five chose to walk closer to their next checkpoint. Funny, now they were using fighting words instead of regular vocabulary, it was as if they were soldiers in the Autobot/Decepticon civil war.

Which they were.

Twilight knew that they, along with her home planet and everypony she held dear, were already part of this war when the met Optimus Prime and the Autobots. She had learned from the past that Megatron is a merciless, conquering, gladiator that will stop at nothing until he controls the cosmos, if not the entire universe. And not even a planet full of ponies, zebras, griffons, and beasts beyond imagination could stop him or his massive armada from tearing Equestria apart.

How would she feel if Megatron succeeded in his plans? How could she deal if the Decepticons ruled over Equestria…? How could she live in a world of hatred and enslavement? If she or her friends didn’t bring back the Crystal Heart, King Sombra won’t be defeated, Optimus Prime won’t completely focus on defeating Megatron, and the Decepticons will destroy the Crystal Empire….

This was truly the end of Equestria as they knew it.

Wiping her eyes with a foreleg, Twilight found it drenched in tears. Several drips landed on the floor as Twilight lowered her head in defeat. She walked that way for a while, head low and tears falling from her eyes. For all she knew, Canterlot could be destroyed by now.

A terrible thought popped in her mind.

“Shining Armor…” Twilight mumbled between silent sobs.

Twilight closed her eyes again, eyes burning and tears free-falling. The last she ever saw of her older brother was when he ran into the Crystal Castle. She didn’t know if the castle was still standing. From the looks of those starships she had seen outside it would seem those things could take out the castle in a single-

Twilight shook her head from side to side, getting the thought out of her mind. If that happened…if it was true…there was no way she could ever forgive herself. What would mom and dad think to know their only son was murdered by a deadly airstrike? Heck, what would the PRINCESS think to know the Captain of the Royal Guard had perished to the Decepticons?!

She silently prayed to Celestia, asking her to please protect her BBBFF and her sister in law.

But her prayers of protection were interrupted by Cliffjumper and Bumblebee arguing.

“…I told ya, Cliff. Be quiet. This happens to be a skyscraper, remember? And skyscrapers happen to be tall, remember?” Bumblebee groaned, Fluttershy still shaking in his arms.

Cliffjumper turned back and whispered, “Don’t be a little pain in the muffler, Bee. I know skyscrapers are tall, I’m just sayin’ that we should move faster! Get to the top quicker and save this world!”

“We can’t move faster, Cliff,” Bumblebee mumbled, his optics landing on the shivering Pegasus in his grasp, “We gotta take it nice and slow.”

Cliffjumper chuckled, “’Nice and slow?’ What is that your new motto now, Bumblebee?”

“Shut up, man.” Bumblebee shook his head and gently rubbed Fluttershy’s head to calm her down, which only received more shivers from the butter Pegasus.

Another group of chuckles brought Twilight’s head back to see Swoop talking with the two other Dinobots. Even with her horn glowing and lighting up the dark stairs, she could barely see the Dinobots following them, their lights helping her a bit.

“Alright,” Swoop began, “I spy with my little optic something….black…..and crystal-like…and-,” He was saying right before Snarl and Slug groaned in unison.

“For the last time, Swoop, we’re not playing ‘I spy’!” Slug growled with his arms crossed.

Snarl chuckled and said, “Oh and by the way…is it the walls?”

“Yeah! How did you know?!” Swoop gasped.

Snarl shook his head and laughed, “I swear, you’re becoming more of an idiot every day, Swoop.” This brought out several chuckles from both Dinobots excluding Slug. Slug never knew why these two seemed so happy all the time, especially Snarl.

Snarl was the desert warrior of the team, meaning he didn’t find any joy except in warfare. So why was he so happy and joyous all of a sudden?

‘Must be this pony world getting to Snarl.’ Slug thought to himself as he continued to climb the high stairway with the two giggling Dinobots behind him.

Twilight hadn’t known how much she had been walking upwards; her muscles were working as a mindless machine and simply followed the rhythm of the stairs. She almost felt herself fall on her face when they reached the final floor of the skyscraper.

Steading herself, Twilight took this time to study the top floor.

Jazz and Cliffjumper immediately ran over to the nearest window and gazed out at the battlegrounds below. Slug, Snarl, and Swoop all scattered across the room and observed the designs and paintings sprawled on the walls, their heads nearly hitting the ceiling. Bumblebee lowered his arms to allow Fluttershy to tumble out of his grasp. Once she landed on the ground, Bumblebee leaned in and began to speak calming words into her ear which seemed to calm her down a bit, but not too much.

The rest of her friends trotted over to the other windows that gave the room a little bit of light that wasn’t escaping from Twilight’s horn. Eager to join them and see how the battle was doing, Twilight trotted over and nosed her way through Rarity and Rainbow Dash to look outside.

“Whoa…”

That was all she said to describe the scene.

They were REALLY high now! Pinkie Pie must’ve been right about how high this building was, but she was definitely off about how many floors there were. Although they got a good view of the Crystal Empire, including the castle that only seemed to be about a few miles away from them, it was a horrific battle taking place.

They looked like ants but caused so much damage. Decepticons scurried across the ground with tiny explosions appearing in both the air and the ground. Jets zoomed across the skies, possibly searching for them or simply dive-bombing the houses. Twilight shifted her gaze upwards, to where she almost gasped when a Decepticon starship sailed dangerously close to the skyscraper they resided in. The six mares finally got a good glimpse of the starships. They were triangular in shape with an open portside. Coming out of the ships were several hundred little dropships that fell to the empire below them.

This is how Megatron supplied his army…if they took out the starships….they took away Megatron’s power in numbers.

“Oh dear,” Rarity whined, “Why must it be the Crystal Empire that gets demolished by these ruffians? Why can’t it be another city like…Manehatten or….Fillydelphia?”

Applejack quietly groaned and said, “Rarity, Ah’m pretty sure those places are already under attack by now. If Ah’m not mistakin’, Megatron isn’t stupid enough to jus’ attack the Crystal Empire.”

“You’re right, Applejack,” Twilight ventured, “Megatron is smarter than that. He probably learned from his past mistakes here that if he wants to conquer this planet than he has to attack more than just one city.”

Rainbow joined into the conversation, “Yeaaaahhhh which brings us back to the main point,” She flared up her wings, flew forward, and nearly bumped noses with the alabaster unicorn. Her glare was strong as she shouted, “What the hay is wrong with you, Rarity?! You want the Decepticons to actual attack and destroy another city with innocent ponies there?!”

Rarity gasped, falling into silence. She coughed nervously and fluffed up her mane, “Well…ummm…I-I didn’t mean it like that, I-I mean I did but-!”

“But what?!” Rainbow Dash screamed, causing Jazz and Cliffjumper to look back at them, their horrified expressions mirroring each other’s, “You wanted another city to fall to those stupid ‘Cons! And you’re-!”

“RAINBOW DASH!”

The six ponies fell silent, Rainbow Dash quickly landed on the ground with her head low and body shivering. She didn’t want to turn around…but she had to…to face it head on. Slowly, the Elements of Harmony all turned around to see Jazz, Cliffjumper, and Bumblebee approaching them, Jazz’s expression filled with rage.

Stooping to her eye level, Jazz nearly blew his top at the cyan Pegasus. Rainbow Dash held her head low and her eyes full of sadness. Jazz screamed in her face.

“What did I JUST tell Pinkie Pie, huh?!?!” Jazz bellowed, causing Rainbow’s tail to tuck between her hind legs, “Did you listen clearly or do my words mean absolutely nothin’ to you?!”

Rainbow Dash slowly lifted up her magenta eyes, tears ready to form.

Jazz slammed his fist on the ground causing each mare to involuntarily shake from the tremor. “ANSWER ME!” Jazz screamed.

Trembling, Rainbow quivered, “Y-y-yes, J-Jazz.”

His anger quickly faded when he saw the terrified look in not only Rainbow Dash’s but everypony’s eyes. He hated to get mad like this but if it was to teach them to be quiet during times of war, that only the faintest of noises could change your life forever, than he had to do it.

Sighing, Jazz stood back up and calmly said, “I’m sorry, Rainbow Dash. But…I know it’s hard for each of you to get used to these times of war. Heck, I’ve been fightin’ for millions of years and how do ya think I feel about all of this?”

When they each gave a small chuckle, he smiled and continued, “You’re all strong, brave little ponies. And I have never met or fought with a better group of teammates in all my life,” He motioned his hand back towards Cliffjumper and Bumblebee, where his hand drifted forward and pointed at the six equines, “But there are times in war that if you don’t stay quiet, the enemy will know where you are and-“

He never finished that sentence because something interrupted him.

Something…big.

A deafening explosion came from outside followed by a bright, red light that strewed across the brown skies. Hunching forward, the six ponies turned their heads back and gaped in horror out the window.

What they saw…was breathtaking.

The Decepticon starship from before was burning up, several thousands of missiles colliding against its outer hull as the explosions spread throughout the ship like a rock thrown in a puddle of water. Twilight Sparkle and the Elements of Harmony stared in horror as the starship’s engines gave out and the massive ship fell to the earth with a deadly shockwave of an explosion hitting the ground. The effect of the starship’s destruction was deadly. The fires quickly spread while many dropships broke down in mid-flight and crashed-landed in the streets. The remains of the starship was simply a giant fireball lying in the Crystal Empire.

The mares were speechless at the catastrophe they had just witnessed here today.

Catastrophe seemed to be coming their way.

Cliffjumper looked out the window with the ponies. He had seen what they had seen and was amazed to tell the truth. The Autobots didn’t have that kind of firepower to take out a Decepticon starship…it was something else.

“Jazz, are you seeing this?!” Cliffjumper yelled, urgency escaping his voice.

Jazz began to take a step forward. “Hold on, let me check it out!”

Pinkie Pie turned back, hoping Jazz would get there fast so he could see what happened. But her light blue eyes caught something else…something outside the window behind the white Autobot. It looked like a giant-

“JAZZ! LOOK OUT FOR THAT SQUID ARM!!!” Pinkie screamed loudly, her eyes as big as saucers.

“Look out for wha-?” Jazz was saying but never got to finish.

When the tow cable crashed through the window, nobody got a chance to react.

When We Stand Together

-CHAPTER XXI: WHEN WE STAND TOGETHER-

“If you look first you may not leap.”

-Air Raid

INTEL: Air Raid is a headstrong member of the Aerialbots who would rather fly into a group of Decepticons instead of gunning them from afar because it's more fun. This attitude often puts him and his comrades in danger, though he almost as often tends to get them out of it.

____________________

-IDENTITY: CONFIRMED-

TWILIGHT SPARKLE, ELEMENT OF MAGIC, THIS IS AN HONOR

‘Wake up, Twilight. You have to wake up.’

‘Your true destiny doesn’t end here.’

‘Help them…they need you.’

The blurry vision. The dusty air. The tattered streets. I slowly began to wake up. Rubbing my head to get the pain away, I looked down at my hooves to see them scratched up with a hint of blood on the cuts.

It wouldn’t be the first time I drew blood in these times of war.

Even though my legs felt like gelatin, I still forced my body to stand up. I could hear the pieces of broken crystal falling off my stomach as I began to look around.

Nothing remained. I held back the tears I felt brewing in my burning eyes to get a full glimpse of this carnage. The air was filled with dust…so I couldn’t really see all that well. All across the ground, I could see nothing but tattered pieces of crystal, possibly from the skyscraper that just fell.

THE SKYSCRAPER!

I looked up, fully expecting to see something, anything that remained from that fall! I couldn’t help myself and gasped when I saw the upper portion of the skyscraper completely gone. I put a hoof to my head, trying hard to accept the fact that I just FELL out of a falling building!

Yep…it happened.

Slowly trotting, I made my way through the graveyard known as the Crystal Empire. I could barely see five feet in front of me. It was so dusty! After I passed some more large rocks, a soft groaning made my ear twitch followed by a cracking voice.

“Ugh...my head!”

My eyes grew wide. I stamped my hoof on the gravel and shouted, “Rainbow, is that you?! Where are you?!”

Suddenly, another voice came. This one sounded more southern.

“Twilight! Where are ya?!”

I looked around, my body doing several circles in the same place as tried desperately to find them. My friends. I screamed again, in hopes that somepony heard me.

A soft voice came not too far away.

“Twilight, is that you? Hurry! Rarity needs help!”

Lighting my horn, I bathed the area in a nice purple glow. The dust quickly cleared as I now began to find my way around. Looking from left to right, I began to gallop my way around the remains of the skyscraper.

It wasn’t long before I ran into a friend of mine.

“TWILIGHT!” Pinkie screamed, wrapping me into a tight hug. I yelped, my back begging to have Pinkie release me.

“Pinkie…you’re kinda…hurting me.” I wheezed as the party pony finally let go of me. Pinkie smiled sheepishly and brought up her hoof.

“Come on, Twilight,” Pinkie said, “Rarity needs help.”

“Lead the way.” I pointed out, slightly cracking my neck from Pinkie’s death grip.

Together we walked right through this battleground, Pinkie bouncing while I tried to focus more on what truly happened. The Nemesis began to launch…tow cables or something right at the building and somehow destroyed the supports. That must’ve been how the rest of the building fell. I couldn’t really remember what happened after that. Swoop saved me and Rainbow Dash that was for certain, but where is he now?

My questions would have to be saved for later once we arrived.

Applejack, Fluttershy, and a slightly wobbling Rainbow Dash all stood around a large crater, staring downwards into it. Once Pinkie and I got there, I shared a quick hug with each of my closest friends.

After Applejack and I hugged, she looked at me seriously and explained, “Hurry, we can hear Rarity cryin’ under there.”

Nodding, I shined my horn to a brighter level, thus causing the area to be lit up. I opened my right eye slightly to see Fluttershy, Pinkie, and Applejack crawl down into the crater. I kept my horn bright, obviously helping the others find Rarity quicker.

I could hear them.

“Oh shoot, is this really…?”

“Oh no…poor Cliffjumper…is he alright?”

“Can somepony please help me?”

“Sure thing, Rarity, but first…where are ya?”

“I’m under here! Cliffjumper saved my life.”

“Yeah, yeah, we get it, Rarity. Grab mah hoof!”

“I…almost…got it!”

I could see them leave the crater, Applejack holding Rarity up as they both limped out. I finally got a good glimpse as to how injured Rarity was. Her mane was messy and pieces of hair were strewn across her face. Cuts were spread across her body, several of them in her hooves. Rarity had a nasty bruise on her forehead as she rubbed it softly.

Once the dust cleared, I looked at Fluttershy as she exited the crater.

“Is Cliffjumper alright?” I asked.

Fluttershy turned her head towards me, her eyes brimming with tears. She shook her head and pointed towards the large crater. Turning that way, I quickly backed off as a large black hand clawed at the dirt as to where I was just sitting.

Along with the rest of my friends, we all watched as the red Autobot insignia glowed in the dusty air along with the blue eyes. Although he stumbled out, Cliffjumper forced himself to stay up. It was no use and he fell to one knee anyways.

“Cliffjumper! You need help!” I sternly told them, allowing my magic to grip around his legs to help him stand up. But to my surprise, Cliffjumper waved me away.

“No…” He groaned, “I can do it myself….I’m fine.”

I shook my head, frowned and said, “Cliffjumper, I know you don’t want to admit it but…you’re hurt. We need to find Jazz and the others so we can get you patched up.”

Cringing in pain, I watched as Cliffjumper slowly nodded, finally agreeing with me. My friends and I watched passively as Cliffjumper pressed a button on the side of his head and spoke, “Jazz, answer the scraping comms link….ugh….I’m hurt bad.”

We all heard several coughs come from the other end of his comms link.

“*COUGH* *COUGH* Cliffjumper! *COUGH* Where are ya, man? I already found Bee, Slug and the others. Tell us where you are.”

Frowning, Cliffjumper explained, “I don’t know where I am. That’s the problem.”

“Hold on…we’ll find ya.”

I watched as Cliffjumper nodded and put his hand down, his head making a sort of static sound once he lowered his hand. He looked towards us, his eyes as calm as can be.

“Well,” Cliffjumper casually said while activating his gun, “let’s move out.”

My friends and I only looked at each other. Shrugging to one another, we followed the red Autobot as he pushed away large pieces of crystals in his path. We stood close together, not really hoping to get lost in this maze of broken crystals.

Before we knew it, we could see the glowing lights in the dust, followed by the shouts of relief from the Autobots.

“Cliffjumper, you alright, man?” Jazz asked, his body escaping the shadows.

We all turned to look up at Cliffjumper, he smiled and said, “Yeah, but my legs are pretty messed up. How are the others?”

Jazz turned back and pointed at the group. Bumblebee stood alone, slightly limping while Slug and Swoop and held up the injured Snarl by his arms. “Snarl took a pretty rough fall, other than that we’re good.”

Swoop chuckled, “Snarl always does seem to get hurt, doesn’t he?”

“Shut…up.” Snarl wheezed.

My friends began to murmur behind me, I decided to break the silence and coughed into my hoof. Instantly, the Autobots faced me, Snarl barely lifting up his head to hear what I had to say.

“Sooo…what do we do now?” I asked while tipping over a little rock.

None of the Autobots answered…because a new voice came out of nowhere.

“Is anyone out there? I heard voices. This is Autobot Ironhide if you wanted to know.”

We all looked around, my friends and the Autobots alike. Applejack stood back up, her head darting from side to side.

“Ironhide,” Applejack screamed, “Where are you?!” I swear I could almost hear her whimper a little.

Ironhide quickly answered back, “Just follow my voice. I’m over here!”

Jazz shrugged and motioned us forward. “You heard the bot!” He said.

While Slug and Swoop helped up Snarl, Bumblebee, Cliffjumper, and Jazz took the front while we stayed right behind them. Anything could be lurking in these shadows…waiting to strike. We all passed several more craters all filled with large crystal debris. Just as we were about to lose the trail again, Ironhide’s voice came back.

“This way! Follow my voice!”

When we started to move faster, I could almost see the rest of the buildings around us. We were getting closer to the clearing and out of this wreckage. Just when the dust began to clear, my friends and I let loose several deep breaths now that we could breathe fresh air once again. I looked around and noticed the rest of the empire from my lower view.

The Decepticons were still attacking…with no sign of Ironhide anywhere. My sense of calmness and relaxation was over, replaced by dread and fear as to witness my very home crumble when I couldn’t even do a thing. I mean come on, these are the Decepticons! My friends and I were lucky the first few times we crossed their paths but now that it’s an entire Decepticon army…there wasn’t a chance for us to fight back.

My thoughts were interrupted, immediately bringing my attention back to Jazz who seemed to take a keen liking to the dusty street ahead of him.

“Ironhide,” I heard Jazz shout, “Come out, man!”

I flinched when a loud bang was heard.

My friends and I gasped in unison. Jazz fell on his back. His chest was smoking, and he looked as if he was in pain. Someone had just shot him! We all turned in his direction and screamed.

It wasn’t Ironhide…it wasn’t even an Autobot!

“Surprise, Autobot scum!” Swindle cheered and moved in on the defenseless Jazz.

It only took a few seconds for us to decipher what happened…and even that wasn’t enough time. Instantly as Swindle started pounding on Jazz, the dust cleared and many more Decepticons burst through, firing their guns at us.

My friends and I screamed, taking quick cover behind the nearest piece of debris that seemed to do the trick. I didn’t want to see what had happened…from the several screams from Jazz and the others, my overpowering guilt forcing me to look over and see for myself.

Snarl was thrown down once Slug got his legs kicked out from behind him. Swoop spun around, only to receive a punch directly in the visor from a familiar Decepticon. My friends and I seemed to be a good audience…as if this was part of a very sad movie. Out of the shadows, Onslaught, Brawl, and Blast Off exited and attacked the injured Dinobots.

We couldn’t do a thing but watch in horror as our Autobot friends got decimated in seconds.

Slug tried to stand back up, immediately getting kicked across the face by Onslaught. With Slug lying on his chest along with Snarl, Swoop got a swift second punch directly across the face, causing the Dinobot flyer to land on his rear. The three Combaticons walked right passed the injured Dinobots, which confused me.

Seems like things wasn’t getting any better.

Three Decepticon Heavy Soldiers, each equipped with large guns of some sort, grabbed the Dinobots and placed them on their knees.

“Hands behind your head, Autobot!” One of them growled and forced his blaster into Slug’s back. Sending them a hateful glare, Slug finally gave up, probably from the pain soaring through his circuits and the fact that there was just too many of them, so he slowly brought up his hands and placed them behind his head. Swoop and Snarl slowly did the same.

I wanted to cry out, to stop this madness and save my friends…but my instinct that I’ve gained from fighting side by side with these Autobots told me to stay quiet so the enemy didn’t know where I was. My friends seemed to do the same. Jazz would be proud.

I swear I could hear Fluttershy whimpering out, immediately covering her own snout to avoid being detected once she saw Bumblebee getting beaten.

About four different Decepticon soldiers pounded down on our yellow friend. Bumblebee tried to fight back, he really did, but the pain he must’ve been feeling was probably too intense, causing him to falter. Bumblebee fell to his knees as the soldiers kicked him in the stomach and punched him across the face. Just when I thought Fluttershy couldn’t take it anymore, Bumblebee was placed on his knees and smacked across the face, giving a painful grunt before spitting out more of that blue liquid.

I remembered what that Autobot named First Aid had said. He said my blood was like Energon…so that blue liquid must’ve been Bumblebee’s blood; Energon.

Shaking my head, I brought my attention back on the fight once I heard Rarity whimpering.

Cliffjumper pointed his weapon forward, fully intending to fight them all off. But once I saw that look in his eyes, the same look I’ve seen several times before, it almost hurt me to see him lower his gun. Cliffjumper held up his hands and got to his knees. The large group of Decepticons quickly surrounded him and shoved his hands above his head.

Never in all my life had I seen an Autobot give up.

Several deep chuckles brought my head along with my friends’ over a few feet to see two Decepticon soldiers holding Jazz against his will, the Combaticon Swindle chuckling over him.

We listened in as Jazz began to speak.

Struggling against the grips of the Decepticon soldiers, Jazz looked up and shouted, “H-how did you do that?!”

Swindle flashed a devilish grin and tapped on his neck. “Voice modulators, picked them up during my times on Quintessa. Nice people those Quintessons. If ya ever manage to survive this and take a vacation to the Quintessa region, be sure to thank ‘em for me!”

Once that was done, we watched as Jazz struggled even more once the Decepticons brought him to his feet and dragged him across the ground to where Onslaught was waiting. I could see his yellow visor glowing dimly in the dusty air. He faced Swindle.

“Got a live one, boss,” Swindle stated, “How ‘bout some pay for a job well done?” Swindle held out his two fingers and rubbed them together, indicating he wanted to be paid.

We brought our attention to the Combaticon leader who didn’t take kindly to Swindle’s greed. For he jabbed his finger right in Swindle’s chest and shouted, “When you work for the Combaticons, Swindle, you work for free! GOT IT?!”

Swindle crossed his arms and groaned, “Yeah, yeah, whatever.”

I almost lost it once I saw the Decepticons slowly bring our friends over into a large circle and hold them against their will. I could hear Rainbow Dash growling and Applejack grinding her teeth together. We were all pretty mad to see them treat the Autobots like this. The Autobots have done so much for us and this is how we repay them? By watching them get beaten while we do nothing?

Whatever the answer was, it would have to wait…for the interrogation had begun.

Scrunching in closer, we watched with shut mouths and fast-beating hearts as the last member of the Combaticons approached Onslaught and saluted.

“What do ya need me to do ‘em, boss?” Vortex asked. His faceplate moved up and down while his yellow visor gleamed in the dust.

Onslaught held out his hand in a polite manner in front of his fellow Combaticon. He started to speak with his own faceplate moving up and down. “I think the interrogator of the Combaticons would like to extract some information from our prisoners? Would he like that?”

Vortex chuckled while cracking his knuckles, “Oh…he likes that VERY much!”

I almost couldn’t stand to watch this anymore. The brutality these Decepticons had was awful to see and to hear as Vortex slowly approached Slug, kneeling to his eye level. I watched as Vortex leaned his face in, nearly bumping foreheads with Slug.

“Now…how about you tell me where those ponies are and I’ll be sure to make this as painless as possible?” Vortex asked calmly, his voice low and threatening. Slug lifted up his head, struggling hard against the Heavy Soldiers holding his arms behind his back.

Slug growled, spitting liquid Energon right in Vortex’s visor. “GO TO THE PIT!” Slug screamed.

I expected Vortex to immediately hit Slug back, but instead he chuckled and wiped away the precious life-blood from his vision. I didn’t have to wait long for the hit to come because Vortex brought his fist back and cracked it against Slug’s cheek, his entire body nearly falling to the crystal-like street.

“Learn your place, Autobot!” Vortex yelled, threatening to hit the Dinobot again. Slug only coughed up more Energon and spit at the ground. Once he finally broke him, Vortex lifted up Slug’s head and calmly spoke, “Now….I’ll ask you again…where are the ponies?”

Slug shook his head, shaking Vortex’s hand off. “I’ll never tell you anything! Do whatever you want with me, but I’ll never tell!”

I silently whimpered once Vortex pulled a short blade from his back, gently rubbing it with his pointing finger. He said, “Always got to do it the hard way, don’t you?”

Vortex’s ways of torture were terrible. I swear I heard Rarity gag along with Fluttershy as Vortex grabbed Slug’s head and violently jammed the blade right into his visor. Slug’s roars of pain filled our ears with terrible thoughts while Vortex continued his torture of the Dinobot. I shut my eyes, covered my ears, and tried anything to get the horrid sounds out of my head.

Once the screaming had ended, I opened my eyes and watched as Vortex put the blade by his waist and shouted, “Awww…this one’s not gonna break!” Slug held his head low, his once glowing red visor now dimly orange with a large, black gash in the middle. I really wanted to cry now. These Autobots are sacrificing so much for our freedom…and we weren’t doing a thing about it.

Vortex spun around, completely ignoring Slug’s continued grunts of pain, and began to walk closer to Jazz, his visor glowing brighter for a split second.

I held in a terrified gasp and held my hoof close to my mouth, for I now knew what Vortex was planning on doing. He wasn’t going to physically injure Jazz; he had already done that to Slug and scarred him blind for life. Vortex was going to kill him.

Covering my own mouth to stop anymore whimpers, my friends and I forced ourselves to see what Vortex was planning on our very close friend. The Combaticon leaned into Jazz, holding the knife directly under Jazz’s chin.

“Unless you wanna lose your sight like your friend over there, I suggest you tell me where the ponies are right now.” Vortex threatened, stiffening the knife closer to Jazz’s throat.

We turned our attention to the small Autobot, who somehow managed to smile and say, “Wouldn’t you like to know?” Vortex didn’t take kindly to that and slashed Jazz’s cheek, Energon immediately leaking out.

He leaned in closer, Vortex’s visor staring right into Jazz’s own. The Autobot and Decepticon stared each other down…it was Vortex to break the staring contest.

“They’re around here, aren’t they?” Vortex muttered, turning his head away from the Autobot and walking into the middle of the street. I moved even farther behind the crystal debris, my friends did the same, not really wanting to be found by this madman.

I motioned my head barley out of cover, just to see what Vortex was doing. I could tell he didn’t know where I was when he started speaking out into the open.

“If you ponies are hearing me right now then listen up! I’m gonna give you to the count of five to get your flanks out here and surrender to us at once. If you deny our request then I’ll have to kill your friend. His Energon will be on your hooves if you don’t come out here now!”

I could hear Pinkie Pie behind me beginning to cry.

“One…”

My friends were beginning to get uneasy. I heard them stirring.

“Two…”

“I’m gonna kill him.” I heard Rainbow Dash growl, forcing me to look back to see her wings flare upwards. Applejack quickly held her down which only received a glare from the cyan Pegasus.

“Three…”

By this time, I looked out from the cover. I saw Vortex walking backwards towards Jazz. His blade was held tightly in his right fist just about the time Jazz started yelling.

“Come on! DO IT! Kill me you Decepticon punk! KILL ME!!!” Jazz screamed, struggling even more against the Decepticons holding his arms down.

“Four…”

Vortex placed his blade under Jazz’s chin…

That was it. I couldn’t just sit here and watch as one of my friends got murdered. Ignoring everything Jazz had told me about survival during these times of war, I jumped out from the debris…instantly receiving several stares.

“STOOOOOP!!!!!” I screamed.

Everything was so quiet.

Vortex turned back and lowered his blade from Jazz’s throat. Jazz on the other hoof wore an expression of pure shocked terror. I looked around, fully seeing the other Decepticons and Autobots bringing their attention towards the only pony standing awkwardly in the street.

I instantly shrunk down, my fears beginning to take over. My confidence slowly rose when I heard several hoofsteps behind me…indicating that my friends wouldn’t let me go it alone.

“Stop right there, Decepti-creeps!” Rainbow Dash screamed, flying down and landing right by me. I could see the glare in her eyes flare up, that look I have seen so many times before.

To my surprise actually, I watched as my timid friend stepped forward, her glare almost as strong as Rainbow’s. “You think you can hurt our friends and get away with it?!” Fluttershy screamed with her soft voice on the edge of steel, utterly preparing to defend the Autobots.

“You GO, Fluttershy!” Rainbow cheered.

I faced the Decepticons, a confident smile spreading on my face. Of course that quickly faded when I only saw Vortex and the other Combaticons chuckle in enjoyment.

“That’s more like it,” Vortex managed between chuckles, “Now how about you come quietly and no harm will fall upon your precious Autobot friends?”

My head quickly spun to face Jazz. He struggled even more and screamed, “Twilight! They’re gonna kill us all anyway! Just get outta here!!!” He was immediately silenced once the Decepticons holding him down smacked him across the head.

“Now as I was saying,” Vortex faced me again, his visor glowing softly, “Are you all going to come with us so we can take you to Shockwave. He really wants to meet all of you personally…especially you, Twilight.”

I took a step back; I couldn’t even form a correct sentence for the Decepticon had shocked me into silence. That horrible nightmare I had so long ago came rushing back into my head; I could still hear Fluttershy’s screams of agony once Shockwave drove the saw directly into her-

“So…what do you say?” Vortex asked, bringing me back to the real world.

I stood there dumbfounded. My hooves felt wobbly again as that terrifying visor stared me down. Years of constant warfare flashed in front of the polarized visor…only increasing the fear I felt in my heart. After a few seconds of continued silence, Vortex simply shrugged and casually said, “Of course, if you don’t answer me…we’ll just execute the rest of the Autobots and force you to come with us.”

I gasped.

“No…” I muttered, my eyes beginning to burn as Vortex turned away from me. My friends and I did absolutely nothing, both Fluttershy’s and Rainbow Dash’s courage seemed to vanish once the Combaticon began to approach Bumblebee.

“Twilight, RUN!” Bumblebee screamed, struggling to break loose from the Decepticons holding him down. The other Autobots joined in, urging us to abandon them and continue on the mission to save our planet.

“Get outta here!”

“We’ll keep them busy, just GO!!!”

“Come on, ponies! Please just…get going already!”

Bumblebee shut his mouth once Vortex gripped his forehead, whipping out a long, jagged purple blade from his right arm. He brought his arm back…

“Do your worst…” Bumblebee glared at the Combaticon only moments away from his spark being taken away from his life.

“I plan to.”

He reared forward and drove the blade directly into-

“NOOOOO!!!” I screamed while running forward.

Vortex stopped only inches away from Bumblebee’s chest. Turning to face me, Vortex chuckled and put away his sword. The hatred I had for these Decepticons only grew to know that they were laughing at me…when I began to cry.

I couldn’t do it. I couldn’t sit here and watch as Bumblebee was killed. I didn’t care if we were put in danger…all I cared for was my friends…and I would do anything for them. Once I stopped a few feet from the Combaticon, I held my head low with the tears free-falling from my eyelids.

Looking up, I almost growled in disgust to see Vortex along with the rest of the Combaticons looking down at me, as if I was just a pest in their way.

Sighing with misery clearly located, I looked at Vortex, my vision nearly blurry from how many tears I had.

“We’ll do whatever you say...just please…don’t hurt the Autobots anymore.” I practically begged at the Decepticon’s feet, but if it was so that the Autobots were safe then I really didn’t care what I looked like.

Even though I didn’t like it, Vortex knelt down and softly rubbed my cheek with his grimy, black finger. I hated it when he tried to do that, the Autobots were so gentle but when a Decepticon tried to touch me…it felt bad…it felt like somepony trying to have their way with me…that’s why I hated it.

“That’s a good girl...” Vortex quietly said while he rubbed my cheek even more. I pulled my head away and looked at the ground in shame. Shame that I felt for all the sad glances I received from the Autobots.

Vortex stood back and backed away as Onslaught approached me now. He looked up and said, “Get the rest of them, we’re heading out now.”

I looked back shamefully to see the rest of my friends dragging their hooves across the ground, their heads low and faces somber as to what they just witnessed. It was a very silent walk; none of us spoke and kept our heads low to the ground, fully knowing that the five Combaticons were right behind us.

Even though I heard the Decepticons speaking behind us, I refused to look at them.

“Hey, what about these Autobots?”

Through the corner of my eye, I saw Onslaught turn around and shout, “Take them to Soundwave. He’s running the prisonary transport near the west side of the empire.”

This time I did turn around. I quickly saw the Decepticon soldiers pick up the injured Autobots, jabbing their weapons into their backs. Another tear fell from my eye once I saw Bumblebee look at me, his blue eyes softening as he lowered his hands in defeat.

A light kick to my rump brought my head back up to see the brown Decepticon looking down at me, his purple eyes glaring right through my very essence.

“No stopping,” Blast Off growled, “We wasted enough time already.”

I turned back around and lowered my head.

Onslaught had said that Jazz and others would be taken to the prisonary transport or whatever it was called. Even though I surrendered to them…they’re still going to kill my friends. My spirit fell. I know Optimus had told me it once before, but I knew now…that nothing was going to save us.

I gave up.

____________________

END TRANSMISSION

-IDENTITY: UNKNOWN-

It wasn’t such a hard mission after all.

Onslaught had once begun to think that it was going to be difficult to find these wretched ponies in an entire empire. But it looks like they came to them, they didn’t even have to search that long. Together with his team, Onslaught kept his X-18 Scrapmaker pointed on the one called ‘Twilight Sparkle’. She seemed to be their leader.

After several more long minutes of walking, the six mares began to lose all hope yet again. Knowing that their Autobot friends were going to be taken to some type of prison, there was nobody that was going to save them this time.

Nobody.

They had all left the wreckage of the crystal skyscraper and made it to another part of the empire, this one being very recognizable to the six mares.

Twilight stopped in her tracks and stared straight ahead, her eyes growing wide with shock.

Right in front of her were several Decepticon soldiers, clearing a path and clapping at the prize Onslaught and his team had acquired. Twilight saw as the large group of soldiers backed off, and what remained forward…terrified her.

Twilight refused to keep moving…for the Decepticon scientist, Shockwave, stood only about a hundred feet from where she and her friends resided. Next to him was none other than Sharpshot and his two other Insecticon teammates.

A sharp pain from behind launched the unicorn forward.

Onslaught saw as the unicorn refused to keep moving, her tiny body trembling at his feet. With his frustration growing, Onslaught brought his foot back and kicked her with a little more force than intended. This sent the unicorn into the air and skidding several feet away.

“TWILIGHT!” The other ponies screamed in fear, immediately running towards their injured friend.

Rarity put her hooves on Twilight’s back as she lay on her stomach. Twilight gently brought her hoof back and rubbed the sore spot on her rump, the spot where Onslaught had kicked her.

Once the Combaticons walked past the six ponies, Rarity glared at them, eyes filled with tears and screamed, “You brute! She wasn’t doing anything and you just…kicked her!”

Bringing his head down, Onslaught glared right back at the white unicorn and growled, “We already wasted too much time trying to find you ponies, we can’t waste anymore just because of your petty fears.”

Applejack stomped her hoof on the ground, her pride telling her not to fall prey to fear. “We ain’t movin’ one bit! Y’all can jus’ go ta Tartarus fer all Ah care!” Applejack screamed, the tears forming at the ridge of her emerald eyes once she saw Twilight beginning to cry from the pain she felt.

The five Combaticons stopped and stared at the ponies, Swindle chuckling and saying, “So you ain’t moving anymore, huh? You do realize we’re Decepticons, robotic beings who don’t give a scrap what you think and will force you to do something you don’t want to, right?”

Rainbow Dash stepped forward while clenching her jaw. Her glare was strong enough to pierce Swindle’s purple visor. “Why don’t you make us, bub?!” Rainbow screamed, flaring up her wings and pawing at the ground.

“Actually, how ‘bout you just give up now? It’s a losing fight for you ponies.” Vortex casually said, crossing his arms.

“Why don’t you come down here and say that to my face?!” Rainbow retorted, nearly on the verge to ram the Decepticon who hurt Slug.

Vortex shook his head and said, “No I’m good…I just wanted to keep your attention on me long enough for Blast Off to get behind you.”

“Wha-?”

Rainbow Dash yelped in surprise once a large, brown fist grabbed her and held her in a tight clench. The other mares screamed, backing away from the large Combaticon that somehow got behind them. Rainbow continued to struggle which only received a few chuckles from the Deception holding her.

“This one’s got a lot of fight in her! I like that!” Blast Off shouted, clenching his fist even tighter to receive a scream from the Pegasus.

“LET GO OF ME!!!” Rainbow shouted, struggling even more in Blast Off’s fist.

Onslaught saw her struggle, he pointed at his fellow Combaticon and shouted, “Blast Off, she’s a wild one! Show her who’s boss!”

Nodding, Blast Off opened up his fist only slightly and gripped one of her tiny wings. Twisting it sharply, Rainbow Dash let out such a painful scream that is almost caused Blast Off to go deaf.

“OW, OW, OW, OW!!!!” Rainbow cried as Blast Off began to pull on it.

“STOP! You’re hurting her!” Fluttershy screamed, flying over and placing her hooves at Blast Off’s feet. Blast Off felt the little pony at his feet, quickly releasing his grip from the pony’s wing. Rainbow Dash remained quiet, rubbing her wing in pain.

Blast Off looked at the other five ponies, their expressions horrified. He continued to hold the little Pegasus in his fist while he explained, “You don’t want your friend to get hurt anymore? Then get moving!”

Applejack’s anger cooled down once she saw the painful tears fall down Rainbow’s face. She also saw as Rainbow Dash nodded slowly, telling them to just do what he says.

Twilight got back up, the rest of her friends minus Rainbow Dash all walking forward with their heads held low in defeat. The Combaticons followed closely behind him while Blast Off carried the blue Pegasus in his fist. If the ponies tried to get out of line again, he would break her wing next time.

Trudging forward, Twilight slowly lifted her gaze straight ahead where she heard Shockwave’s cold voice having a conversation with the Insecticons.

‘Here we go…’ Twilight thought to herself once Shockwave’s voice reached her

“It has been far too long. The Combaticons do not live up to their name if they simply cannot capture six little ponies.” Shockwave coldly said, staring straight at the battlefield ahead. Meteorites fell from the sky with long, bright tails. Shockwave watched as they hit the empire with no mercy.

Sharpshot faced his way and explained, “I assure you, the Combaticons have done as you instructed. As we speak, they should be here with those wretched creatures.”

“We shall see, Sharpshot.”

An impolite cough caught the Decepticon’s attention. Turning around, Shockwave sighed with relief once he saw Onslaught and his team. Right by their feet was none other than the Element Bearers; Twilight Sparkle, Fluttershy, Rarity, Applejack, and Pinkie Pie. Blast Off held the sixth member in his fist.

The mission was a success.

Giving a rare chuckle, Shockwave turned fully around, keeping his cold, purple eye on the purple pony specifically. He held out his only good hand, giving a polite nod and saying, “Well….we meet again, Miss Sparkle.”

“Shockwave…” Twilight Sparkle muttered, trying her hardest to avoid that terrifying stare.

The Decepticon scientist watched all of them intensively, watching their moves, watching their expressions, making sure that they have truly given up. It looked that way…but that rainbow-haired one seemed to stay defiant as she continued to struggle in Blast Off’s grip.

He brought his attention on the alabaster unicorn, her glare was strong and her voice was demanding.

“What do you want with us?!” Rarity shouted, stomping her hoof on the ground.

Shockwave held up his good finger and said, “Awww…how rude of me. Very well, I have brought you all here so that you could see the end of your world before your very eyes. Come. Stand next to me and witness the mighty conquest of Equestria unfold.” Shockwave held out his hand and motioned the five mares to come closer.

Pinkie Pie suddenly jumped forward, her body twitching uncontrollably. “LIAR,” She screamed, “My Pinkie Sense is telling me that you’re lying! That’s not why you brought us here.”

While the other mares stared at their pink friend, the Insecticons were rubbing their heads in confusion. Along with the Insecticons, the Decepticon shot gunners looked at each other and shrugged. Shockwave on the other hand was busy chuckling.

“Very good, Miss Pie,” Shockwave told her, “But you were a bit off. I not only captured you just so you can watch your planet die, I brought you all here so that you cannot interfere with our plans anymore.”

Fluttershy began to quiver in fear, her entire body shaking at an unbelievable rate. Gaining the courage, Fluttershy quietly asked, “W-w-what are you going to do to us?”

“Excellent question, Miss Fluttershy, but before I answer…” Shockwave turned his purple eye towards the Combaticon flyer, “Blast Off, release the Pegasus. Make her come to me.”

Eyeing Shockwave suspiciously, Blast Off groaned and lowered his hand to the ground. Once he opened his palm; Rainbow Dash stumbled out where she immediately received a powerful hug from the party pony.

“Pinkie…Pie…I kinda need…to get going.” Rainbow managed to say as Pinkie held her closer. Pinkie Pie nervously smiled, dropping the Pegasus and retreating to stand next to Applejack. Once that was done, Rainbow rubbed her wing while slightly cringing in pain. Shooting Blast Off a deadly glare, Rainbow trudged forward passed her friends and closer to Shockwave.

“Miss Dash…is it?” Shockwave inquired, tilting his flat face towards the mare.

“Yeah…what does it mean to you?” Rainbow hissed through clenched teeth, refusing to look Shockwave in the eye.

Shockwave nodded and began, “Well…I just wanted to be certain. For I have done some research on you, Miss Dash. And I know how you were no doubt the ‘fastest flyer in Equestria’. I also know about your home town, Cloudsdale.”

Having hearing the place she was born at, Rainbow Dash lifted up her head towards the Decepticon, her eyes growing wide. “Yeah…?” Rainbow asked, wanting Shockwave to continue.

Glad to have her full attention, Shockwave lifted up his blaster, and after watching all the mares flinch (possibly because they thought he was going to shoot them) he pressed a few buttons on the blaster which brought up a small hologram.

“Well…since you are all certain to die here…I just wanted to have you see your most beloved place in all of Equestria crumble…one last time.”

Rainbow Dash gasped, holding her hoof to cover her mouth. The strange light show created by Shockwave’s gun showed all of Cloudsdale being engulfed by flames, pillars fell and terrified pegasi took to the skies…only to be shot down from several Decepticon jets soaring through the skies.

Her home…was being destroyed.

“No….NO…NOOOOO!!!” Rainbow Dash cried, her eyes brimming with tears. Fluttershy was also horrified to see her home town burn, but not as much as Rainbow Dash was. She lifted up her eyes towards Shockwave, who began to laugh at her misery.

Her boiling rage began to grow, the mounting anger she had for these Decepticons was released.

“YOU PIECE OF CRAP! I’LL KILL YOU!!!” Rainbow Dash screamed, taking off right for the cyclopean Decepticon. She rarely cursed, but the time absolutely called for it. As almost as fast as she flew for him, Shockwave brought his hand back and smacked the Pegasus away like a common insect.

Rainbow Dash hit the street with a hard thud, skidding a few feet before landing right by her friends. The other mares gasped, bringing their attention to the Decepticon scientist continuing to laugh at them. Soon enough, the Insecticons and the Combaticons joined in the laughter followed by the rest of the Decepticon soldiers surrounding them.

Pinkie Pie shrunk to the ground, her hooves covered over her ears. “Stop laughing at me!” Pinkie whimpered with her eyes closed.

Once the laughter died down, Shockwave sighed deeply and looked at the six mares. Twilight and Applejack brought Rainbow Dash back to her hooves, wiping off the gravel that stuck to her coat. What a pathetic little friendship they all held dear. If they truly were the best of friends…it would make this so much more horrifying.

“Well…now that you have all truly given up,” Shockwave said, eyeing the tears that fell from their eyes, followed by the quivering in their own self-pity, “I’m afraid I will have to cut our little conversation early.”

Twilight and the others gasped once Shockwave pointed his blaster at them, the end glowing bright purple. Her fears only intensified once Shockwave said these very words:

“Nightmares feel so real, Miss Sparkle. But I’m afraid this is a nightmare you will not wake up from. Goodbye, Elements of Harmony…Miss Sparkle, Miss Rarity, Miss Applejack, Miss Fluttershy, Miss Dash, and Miss Pie, it has been a real pleasure…”

The blaster began to glow, the raw intensity at the end of it was utterly preparing to fire and kill the Element Bearers. Shockwave’s cold, purple eye flickered once he had a perfect lock-on. It was time to finish it…once and for all.

Twilight Sparkle breathed in and out several times. She couldn’t escape, even if she tried to teleport, where would she go? There were Decepticons surrounding them, not giving her a clear shot as to teleport. Even if she did teleport, which would mean her friends would take the shot for her. She wouldn’t do that. She could never abandon her friends.

A soft hoof touching her own brought Twilight to turn her head.

Rarity stared at her fellow unicorn, her face drenched in tears while her hoof clutched Twilight’s. The little unicorn finally got the idea. Looking over, Twilight reached out her hoof and held Pinkie Pie’s trembling one. The two shared a quick bonding before Pinkie reached out her other hoof and gripped Rainbow Dash’s. Rainbow did the same and held Applejack’s. Facing her last friend, Applejack brought her hoof over and held Fluttershy’s in a tight clench. She stopped shaking once she felt a friend holding her, protecting her.

Together, the six close friends held each other’s hooves and utterly prepared for Shockwave’s wrath to come. They ignored all the thoughts buzzing through their minds. Mostly life flashings or how Twilight had thought what the Princess would have thought to know that they failed in their quest to save Equestria. How they failed their home…and their friends…and their families.

But most of all….how they failed themselves.

Twilight closed her eyes, immediately watching a memory flash passed her eyes. It was on Cybertron, right before that monstrous scorpion had the chance to kill them, and she remembered how she thought in her own mind…that even though they were going to die…they were going to die together.

Friends forever…together to the end.

A tear fell from Twilight’s right eye…

Holding their breaths, the Elements of Harmony closed their eyes and waited for death to take them to their eternal resting place. This time…they all accepted it.

But strangely…nothing happened.

All except that faint sound coming from above.

The six friends opened their eyes, and while still holding each other’s hooves, they all looked up passed Shockwave to see something rise above the buildings and head right for them.

The ground began to tremble, finally causing Shockwave to lower his blaster and turn around to see a Decepticon dropship approaching their current position in the streets of the Crystal Empire. The Decepticons began to back away once the dropship began hovering an abnormally close range to them….all except the mares that stood their ground.

Slowly, the Decepticon dropship lowered just about a hundred feet above them and stared down the large Decepticon army that stood in the streets. Shockwave stared the ship down as well, his curiosity getting the best of him.

As to why would a dropship interrupt Shockwave’s execution of the Element Bearers? He was sure he informed all Decepticons to stay away from his current location while he dealt with them. Something wasn’t right here…

Something definitely wasn’t right...once the dropship began to fire upon the Decepticons.

The mares screamed, scrunching together in a protective embrace. But oddly enough, the bullets and missiles did not hit them. Heck, the dropship wasn’t even aiming for them! Together the six friends watched In both fear and awe as the Decepticon dropship continued to decimate the Decepticon forces around them.

Shockwave shielded himself, his shock growing to a new level. Looking back, the Decepticon froze in surprise to see the soldiers being torn apart by those razor-sharp bullets tearing through their armor. The Combaticons backed away, protecting themselves once more and more missiles shot down from the dropship. Sharpshot, Kickback, and Hardshell backed away from Shockwave, their fears growing as well.

Spinning back, Shockwave pointed his blaster forward and screamed, “You traitorous swine!” He fired several shots from his blaster which did little damage to the armor this dropship had.

The dropship continued its assault, not letting down for a second. The Decepticon soldiers either ran away or died right on the spot once the dropship fired upon them. Energon painted the streets. Severed limbs and motionless bodies were all that remained of the Decepticon foot soldiers. It was a horrific sight.

Once the sound of bullets ended, the Element Bearers looked back up together to see the dropship open up…and six beings jump out. The front of the dropship split apart, allowing six different anomalies to leap outwards and charge forward.

“What is this?!” Shockwave bellowed, pointing his blaster towards the nearest one and firing. But the dark figure was too quick and smacked Shockwave’s blaster aside, quickly whipping out a weapon of its own and shooting the Decepticon square in the chest.

With Shockwave lying on his back, the ponies continued to stare at their saviors. They had lost all hope of anyone actually knowing where they were or saving them for that matter! Maybe Celestia was watching over them after all.

They continued to watch this battle unfold…their excitement growing once they saw the Autobot insignias on one of them.

Sharpshot, Kickback, and Hardshell all leaped forward to attack the smallest one of the six. But to their surprise, this one was quick on its feet. The blur sped around them and knocked out the Insecticons’ legs, smashing their heads in once they were on the ground.

“Let’s see you try this on for size!” Brawl shouted, bending down and firing several missiles from his back cannons. The missiles went out in several directions, hitting the ground and sides of houses. This created a phenomenon of blurry fighting in a dusty arena. The mares could barely see the fighting take place.

All they saw were the outlines and glowing lights the Autobots and Decepticons had.

A slimmer Autobot dashed forward, jumping right over Vortex’s fist and kicking him neatly in the back of the head. Vortex spun back around, whipping out two purple blades and charging right for the slim Autobot. But the Autobot was too quick, immediately ripping one of the blades away and stabbing the Combaticon right in the abdomen. Vortex fell to the ground…immobilized.

Swindle had enough of this. Even though he had acquired some x-ray optics during his days in foreign regions of the galaxy, these Autobots were moving too fast for him to get a perfect shot. Instead, he whipped out two Energon Harvesters, both of them replacing his arms, and fired away at the Autobot forces around him. The power of these Energon Harvesters ripped the crystal ground apart, small pieces of debris flying everywhere. But the Autobot he was aiming for dodged the blasts with ease and jumped in mid-air. Aiming up, Swindle was too late to fire once the Autobot brought his foot down right on his face.

The relatively large Autobot attacking Blast Off showed quite the spirit, Blast Off had never seen an energetic type of Autobot before! He presumed the Autobot to be red in color but the misty air (compliments to Brawl) made it hard for him to fight back. This Autobot was everywhere, slashing his legs out, smacking him across the face, and kicking him in his…unmentionables. Blast Off broke away, finally getting some room between him and his assailant, but it was already too late. The Autobot whipped out an orbital pistol and shot Blast Off right in the chest, sending him to the ground.

Brawl battled valiantly, although he was really just swinging in random places. With his stupidity taking the best of him, he didn’t even notice the Autobot creeping up from behind. In one action, the Autobot jumped on Brawl’s back, immediately planting a detpack right where he couldn’t reach. The Autobot scurried off of the Combaticon’s back, his blue eyes watching as Brawl struggled to reach for the bomb. He was too late. The detpack exploded which sent Brawl skidding across the ground and head-first into a crystal house.

Onslaught couldn’t believe what he just saw. His entire team was taking out in about twenty astro-seconds flat! And now, who he presumed to be their leader, a larger Autobot stepped forward and tackled the Combaticon, sending both of them to the gravel. Onslaught looked up, only to get punched right in the faceplate. He couldn’t make out the face of this Autobot, for his fists continued to collide with his vision. He did know one thing though: this Autobot was tough. Almost as quickly as he tackled him, the Autobot picked up the Combaticon leader and tossed him away, sending Onslaught skidding across the ground.

The Combaticons quickly picked themselves up; taking a quick second to look at the team of Autobots before finally realizing that it wasn’t worth it. They would have to take out the ponies another time…because now wasn’t it.

“Combaticons, full retreat! Regroup back to headquarters!” Onslaught screamed, transforming into his vehicle mode and driving away. Vortex changed into his Cybertronian helicopter mode, activating his thrusters and taking to the sky with Blast Off on his trail. Brawl and Swindle transformed into their vehicle modes, revving up their engines and retreating like the cowards they were.

Never had it been so quiet.

Aside from the constant explosions raining down from afar the streets they were in were mostly silent. The dust was finally beginning to clear, giving the trembling ponies a full shot of their Autobot rescuers.

Twilight Sparkle along with the rest of her closest friends gasped.

The Autobots turned towards them, their blue eyes glowing in the soon-to-be darkness falling upon on the empire. The largest one of them stepped forward, giving a gentle smile at the six mares they had met before.

Twilight knew who this guy was. She had suddenly remembered everything she knew about him. His sleek, white and blue armor, his red Autobot symbol located on his right shoulder, and his great resemblance to….

The six ponies let go of each other’s hooves, fully knowing that these were their friends, friends they had met so long ago, friends they thought they would never see again, friends that had come to save them…in their darkest hour.

While the rest of them slowly approached the trembling mares, their arms crossed and optics narrow, the largest of them stepped forward. Twilight watched as he knelt down towards her…holding out his white hand to help her and her friends. A lifeline during these troubled times.

After what felt like many years, the mares felt a warm presence seep through them once the Autobot began to speak.

“It is glorious to see you all again.”

Twilight’s heart sped up. Her eyes were wide. She was amazed to even know how they got in Equestria in the first place. So many questions and thoughts sped through her mind that she almost forgot how to form a correct sentence. Once she knew for certain it was him, the only thing she could even manage to say…was this…..

“…Ultra Magnus…”

Author's Note

Every end is a new beginning...

I also do not own the song. It belongs to Nickelback.

The Great Autobot Prison Break

-CHAPTER XXII: THE GREAT AUTOBOT PRISON BREAK-

“The key to a mission’s success lies in the perfection of its planning.”

-Onslaught

INTEL: The Combaticons are a fairly unruly mob, and it takes a strict leader to keep them in check. Thankfully, Onslaught fills that roll nicely. Precision, strategy, and cunning are his watchwords, and they'll be necessary to reign in his troops. As a missile trailer, Onslaught is capable of launching 6500-mile range photon missiles, each equivalent to 3000 tons of TNT. He spends hours devising battle plans, considering contingencies, and deliberating troop disposition before ever committing his forces to battle. Once the battle is on, however; no robot is a fiercer fighter. Submitting himself to Shockwave’s combiner experiments, he became the core of the dangerously unstable gestalt form known as Bruticus.

____________________

Despite the obvious pain coursing through his veins, Shining Armor stood back up anyways.

He was met with a horrid sight. King Sombra himself floated above the two leaders of both factions, his horn dwelling inside of each one a long stream of red energy. Shining Armor looked downwards, his eyes growing wide to see both Prime and Megatron completely vulnerable with their eyes the same color: red and green.

His eyes continued to drift downwards to where he saw his beloved wife, out cold. In hopes of Sombra not noticing him, Shining Armor slowly dragged Princess Cadance over to the throne where he hid her unconscious body behind it.

Stroking her forehead, Shining took a quick glance out from the throne to continue to see Sombra filling the two leaders with what he presumed to be their worst fears (knowing Sombra that was probably his most powerful tactic).

His eyes continued to scan the throne room, to where he saw the Queen of the Changelings herself huddled in a corner. Her body quivering and her green eyes focused on the King of the Arctic North. Shining had never seen Chrysalis act like this, but after seeing how Sombra had threatened her and her children, it was obvious to see why she was afraid.

Shining’s attention was brought right back to the King, his eyes growing with hatred.

King Sombra was smiling, his fangs glistening from what little light there was on the outside as he continued to feed on the fears of Optimus Prime and Megatron. A boiling hatred began to grow inside the Captain of the Royal Guard; his friend was being tormented by this soulless beast. He wasn’t going to take this sitting down.

Without thinking about the consequences of his actions, Shining gave Cadance a quick kiss on the lips before he leaped out from behind the throne, firing several magic blasts at the King.

King Sombra stopped smiling once the beams hit him with no effect. He looked downwards to where his once glowing eyes saw a white stallion pawing at the ground.

“What is this?!” Sombra screamed right as the stallion charged one final blast directed towards him. To his surprise, the powerful beam penetrated his chest, sending King Sombra to crash into the nearest wall. His horn fizzled out….and the beam broke apart.

Almost instantly, Optimus Prime’s and Megatron’s eyes turned back to their normal colors.

Screaming in unison, both leaders shot upwards, their hands covering their faces. After a quick look around, Megatron stopped moving his head once his optics landed on King Sombra, his fury exploding.

Standing back up, Megatron clenched his fists in pure hatred, hatred he felt for this creature that had imprisoned him in his own petty fears. This time…he wasn’t aiming to maim him…he was aiming to kill.

“You….worthless...INSECT! You DARE try to imprison me?! Feel the power of the Decepticon leader, vermin!!!” Megatron bellowed, causing everyone in the throne room to back away, including Sombra who decided to crawl.

“No…STOP!” Sombra shouted, quickly melting away into his shadow form and flying away deep into the empire for refugee. Megatron roared in impatience, transforming into his tank mode and driving right through the large hole he and Prime created.

He would have to finish off the Autobot leader later on; his main priority now was killing King Sombra.

After flying off the Crystal Castle, Megatron saw as his soldiers did absolute damage to this empire, leaving nothing in their wake of destruction. Oh how proud they had made their lord. Once he hit the ground in tank form, Megatron activated his nitro boosters and quickly found that dark shadow fleeing away.

“Flee, King Sombra! Megatron has returned!!!”

____________________

Optimus Prime looked down at his hands.

‘The blood of the innocent does not lay in my hands…just a bad dream.’ Prime thought to himself as he suddenly looked around. He noticed the Queen of the Changelings quickly backing away to the destroyed balcony. Right before he could charge her down for all her crimes she had committed to this world, she quickly spread her wings and flew away until he didn’t see her anymore.

Groaning from the stiffness in his circuits, Optimus shook away whatever dream residue there was left and stood back up to his feet. Slight whispering entered his optics, causing Prime to shake away the demons still trying to haunt him from Sombra’s mind games.

He finally realized that the whispering was coming from below him.

Looking downwards, Optimus bent down and saw as Shining Armor knelt by an injured Cadance, her eyes drifting in and out of consciousness. Narrowing his optics, Optimus Prime spoke out.

“Does she need any help?” Optimus asked, his powerful voice causing the captain to turn his head back.

Shining Armor sighed and nodded. “She…she just won’t wake up, Prime. I…I-I don’t know what to do.” Shining admitted. He never liked to admit that he couldn’t achieve his goals. Lying was out of the question since Prime’s eyes were tearing right through the back of his head.

A gentle touch brought his attention back to the Autobot leader.

Optimus looked down at the injured Princess and quietly said, “You have already down enough, Shining Armor. Thank you for saving me, but now I must return the favor.”

Shining Armor watched as Prime lowered one giant finger over the Cadence’s chest, gently pressing on it. After closing his eyes, Optimus muttered a few words that Shining couldn’t hear correctly. Shining Armor didn’t know much about these Cybertronians, but obviously they had many hidden talents, and it showed itself. Many seconds passed and soon enough Princess Cadance slowly opened her eyes, gasping for breath.

“W-what happened?!” Cadance gasped, clutching her chest once Prime backed away. Almost instantly, Shining Armor sprang forward and hugged his dear wife.

They both hugged, just relished in their warmth pressed together. Once they were done hugging, both Prince and Princess turned to face the Autobot leader, his optics soft at the beautiful scene he had just witnessed.

“Thank you, Optimus, thank you.” Shining cooed, holding Cadance closer to him.

Optimus Prime nodded and asked, “What will you do now? I am heading out into the empire to hopefully find the rest of my team…and your sister.”

Looking down, possibly figuring it out, Shining looked back up and said, “Cadance and I will find a safe place to hide until it’s safe to come out. You don’t have to worry about us, Prime; I can take care of myself out there.”

Giving an unsure glance, Optimus leaned in and asked, “Are you certain? I can accompany you and get you to a safe location if you want?”

Shining held up his hoof and responded, “It’s fine, Optimus. Really it is.”

“Well alright.” Optimus grunted once he stood back up to his feet, his optics now focused on the balcony. Turning his gaze down, Optimus watched as Shining Armor helped up his hurting wife.

“I’m fine, Shining Armor,” Cadance cringed and gripped her forehead, “Okay…maybe I could use some help.”

Shining took that with a nod and held his wife’s hoof as they both slowly approached the doors that lead to the outside of the Crystal Castle. Keeping his optics locked on them, Optimus Prime kept staring until they both approached the doors and exited the throne room. Their retreating hoofsteps quickly vanished, allowing the last Prime to continue on with his mission.

Walking outside on top of the balcony, Optimus was immediately met with ashes penetrating his armor and explosions sending flames dancing across his optics. Optimus trekked until he reached the end of the balcony, his feet touching the end.

All he could do was stare.

The Crystal Empire laid in ruin. Decepticon starships sailed above the clouds soon overcoming the sun followed by hundreds of dropships raining down. Once the dropships hit the ground, they would either supply the Decepticon ground forces or destroy any type of dwelling that lay in the crystal streets. Large pieces of crystal debris and gravel pockmarked the streets of this empire; giving an obvious sign that nothing would soon be left.

To his surprise, the empire was replaced by Iacon; the screaming from several crystal ponies was replaced by the gunfire of Autobot soldiers. The skies shifted to reveal the Ark in the distance, still in construction.

Shaking away unwanted memories, Iacon was gone and all that remained was the war-torn streets of the Crystal Empire. The Decepticons pilled in and just kept coming from the starships above.

Time to stem the tide…

Reaching up, Optimus pressed his comms link and announced through all frequencies, “To any Aerialbot still functional, this is Optimus Prime. I am located in the balcony of the Crystal Castle. I need an immediate pick-up to carry me to battle!”

Static was all that remained on the other line.

After a few more seconds, Optimus was about to send another distress signal when his comms link responded.

“…*static* Optimus *static* this is Jetfire! I am nearing your position in a few astro-seconds! Get ready to hold on tight because I’m comin’ down fast!”

“Thank you, Jetfire!” Optimus responded, immediately hearing Jetfire respond on the other line.

“Oh, and Optimus….welcome back.”

Optimus Prime got back to full height, whipping out a path blaster which replaced his left arm. He faced the wretched battle zone and glared it down, his optics glowing bright blue for a few seconds. His right fist clenched at the sight of all these Decepticons destroying his new home. They were going to pay…with all that he was…he was going to make them pay for these crimes…

A sudden whistling brought Prime’s attention to his right, to where he saw that little red dot approaching him with every passing second. Waving, Optimus took a few steps back onto the balcony before running forward and jumping off.

His right hand gripped Jetfire’s underbelly, latching him securely on. Jetfire made a few more turns to adjust to the new amount of weight that he now held. Activating the nitro boosters, Jetfire and Optimus Prime were launched forward.

Jetfire lowered himself to the nearest street filled with Decepticon soldiers and tanks. Knowing that this was a perfect location, Jetfire felt as Optimus released his grip and fell like a bomb to the unsuspecting Decepticons bellow.

Optimus Prime decimated everything in his path.

____________________

“…Ultra Magnus…”

The said Autobot commander nodded, standing back up. Along with Springer, Hot Rod, Kup, Arcee, and Blurr, Ultra Magnus could only smile at the expressions he and his team was receiving from the six mares. It was obviously expected, seeing some friends you had thought had forgotten about you and probably died on their home world.

He was just so glad they landed on Twilight’s home world.

At first, they had to play it cool, stay under-cover and wait for the absolute right moment for him and his team to strike first, strike fast, and strike hard. Once they had arrived to this empire of sorts, they had heard from the Decepticon airwaves that the assassination of the Element Bearers was going underway near the east side of the empire.

Once that was said, they knew they had to attack at once.

Now the ponies they had befriended in the past continued to stare at them, eyes wide with a mixture of shock and happiness. But of course, Springer had to break the awkward silence.

“So we just gonna stand here and admire me, or are we gonna blast some ‘Cons?”

In an instant, Rainbow Dash laughed and flew right into Springer’s vision. Holding out her hoof, Rainbow shouted with glee, “Springer, dude, come back to finally race me, huh?!”

Giving her a hoofbump, Springer smiled and nodded. “I wouldn’t forget about that even if I was a million light-years away…Which I WAS!”

Seeing the two bond yet again gave the tell-tail sign to allow everyone else to catch up. Applejack trotted over, holding out her hoof so the old Autobot could shake it. Kup bent down, slightly groaning from his creaking back, and shook Applejack’s hoof.

“Nice to see ya again, Apple-err I mean AJ.” Kup smiled, showing how rusty old-age had made his teeth.

Chuckling at that, Applejack dropped her hoof to the ground. “Wow, ya even remembered when Ah told ya ta call meh AJ. That’s…impressive ta say the least,” Her eyes suddenly narrowed, scrunching up her nose and possibly making calculations in her head. “How long has it been since we las’ saw ya? About six or seven months?”

Kup looked at the ground, chuckling, “Kid, it’s been a hell of a lot more than six months on Cybertron.”

While Applejack tried to figure out what he meant, Rarity goggled at the sight of her old friend and beloved Autobot, Hot Rod. Almost springing forward, the unicorn hugged Hot Rod’s abdomen, despite the obvious size differences.

“Whoa! Take it easy there, Rarity! It’s nice to see you too but I gotta…kinda…get loose here.” Hot Rod mumbled, pulling the unicorn off of him and holding her in his hands.

“Oh, darling, we simply must catch up!” Rarity squealed, her eyes glowing with fiendish delight. While the two began to talk, Rarity mostly while Hot Rod struggled to listen to her, Ultra Magnus smiled at the sight, suddenly looking down at the lavender pony.

He was excited and yet somewhat frightened to meet her again…as if something terrible would happen if he did.

Ignoring the unwanted the thoughts re-occurring back into his mind, Ultra Magnus shook his head and brought his gaze towards Twilight. Stepping forward, Magnus held out his hand and began, “Twilight Sparkle…I need to tell you that-“

A pink blur flew right passed his vision; a sudden horn sound came from the pink pony as she hung from what appeared to be a rope around her belly. She blew on a horn a few more times before cheering, “YAY!!! Reunion PARTY!!!”

Magnus stood there, dumbfounded. He had once forgotten that Pinkie Pie made as much sense as the past of the Sea of Rust: shrouded in mystery and nobody wanting to find out. Part of him wondered where the other end of the rope was tied to, strangely holding her up. But the other part just quickly wanted to tell Twilight all that happened.

She seemed to be waiting.

Walking passed the cheering pony, Magnus looked down at the unicorn, a smile held together on his face.

“Hello again, Twilight Sparkle, I’m sure you have several questions as to how we arrived to your home world?” Magnus asked, watching her nod her head quickly as if it was going to fall off.

With her impatience growing, Twilight smiled and said, “You just read my mind!”

With everyone else behind him catching up, Ultra Magnus smiled and began, “Well...you see…I kinda heard Applejack say that it has been about six months since you last saw us. Now…it’s been a lot longer than that on Cybertron…a LOT…longer.”

Twilight cocked her head, her eyes wide with anticipation.

“How long…exactly?” Twilight asked.

Ultra Magnus mumbled under his breath, possibly making calculations, before he looked back at her. But right before he could answer Twilight’s questions, a speedy, blue blur ran right in front of the Autobot commander, causing him to take a step back in surprise.

“I can answer that, Twilight Sparkle! No other Autobot could match my speeds in explanations! Nobody, nobody, nobody!” Blurr shouted, moving quickly in pace.

Twilight held out her hoof to object. “No, Blurr, you don’t have to-“

“Oh but it is my absolute pleasure to help you exceed in Cybertronian mathematics and the space-time continuum,” Blurr shouted, causing Twilight to groan and just wait for him to finish. He held out his pointing finger in the air, ready to inflict so much confusion to her mind with his voice.

“Many, many, many, many, many, years ago on planet Cybertron, the Autobots successfully had launched the only aliens that ever arrived to our planet back to their home world, which would be you and your friends. Anyhow, after that little incident, the Autobots had full control over the Space Bridge, and with Metroplex by our side there was no way no how the Decepticons were going to win the war this time! Unfortunately, we weren’t really paying that much attention, trying to find more Energon on dying rock is hard work if you don’t believe me; for once Shockwave returned back to Cybertron, he had been rebuilding the Decepticon army to take back the Space Bridge. This led us to another fault in our plans of winning the war, because Metroplex ran out of Energon and had to go back into stasis!”

Her ears perked up at the sudden outburst of their guardian’s name. But they quickly flattened to hear that Metroplex was in stasis, or in her planet’s terms: dead. Her eyes looked at the ground, a sullen expression of sadness remained on her face. All she did was listen to Blurr continuing to ramble on.

“Anyways, the Autobots couldn’t hold back the massively large-scaled Decepticon army heading our way. So we took as much Energon as we could and fled to the outskirts of Kaon. Sadly, doing this we lost all of our armies, leaving only an elite group of Autobots on Cybertron. Along with Ultra Magnus, Kup, Arcee, Springer, Hot Rod, and me, we are all that remain of the Autobots on Cybertron. Spending several years scavenging on what remained of the Energon, we had heard of Shockwave’s plan to invade a new world rich with energy. Taking quick measures, we stole one of the many dropships you have seen and flew incognito with the rest of the Decepticon forces to this world. We were even more surprised to see thousands of ponies fleeing for their lives, indicating that this was Equestria. So the very last thing we did was waiting for Shockwave to send out a message saying that he will terminate the Element Bearers, fly to his location, and save the lives of you six equines. Did ya get all of that because I’m happy to repeat it again?”

“No, Blurr, I think they got it.” Ultra Magnus lied, seeing the blank expression on Twilight’s face. Sighing, Ultra Magnus walked towards her and said, “Okay look, the bad guys won, the good guys lost, so we came to your world for a chance at a new life. After flying for a while, we found you six and stopped Shockwave before he could do anything. Got it?”

Twilight couldn’t help a small giggle from that, watching Blurr explain so much and Ultra Magnus just getting straight to the point was pretty funny.

Suddenly, a timid voice was heard coming from behind Magnus.

“Wait, w-where’s Sky Lynx?” Fluttershy asked, her head darting back and forth.

The six Autobots stood in silence, sighing in unison. With the equines looking at them, obviously waiting for someone, anyone to explain what had happened since they last saw them, one of the only female Autobots who ever lived stepped forward.

Looking down at the pitiful Pegasus, Arcee sighed and said, “I’m sorry, Fluttershy, but Sky Lynx couldn’t join us, nor could Cosmos or any of the other Autobots you met on Cybertron. They had to stay on Cybertron…to defend it in the Autobot name.”

“Wait,” Twilight interjected, “I thought Ultra Magnus said you guys lost the war?”

Turning her way, Arcee nodded, but there was no good-will behind it. “Yeah, he did say that, didn’t he? Well it’s true. The Autobots did lose the war. But since the mission we had had to involve stealth and cunning, Sky Lynx and the others couldn’t join us, either because there was no room for one dropship to carry us all or because Sky Lynx couldn’t stay incognito, he is a space shuttle after all.”

The mares slowly nodded, finally understanding that it was the right thing to do. Twilight looked at the once-leader of the Autobots on Cybertron; she had admired his bravery and skills in battle, as she had admired the rest of them. Ultra Magnus, Hot Rod, Arcee, Springer, Blurr, and Kup, all of them were possibly the best group of Autobot fighters they had ever met, besides Optimus and his team of course.

A new thought suddenly returned to her mind, hope suddenly returning to her violet iris.

“Ultra Magnus!” Twilight shouted, suddenly getting the attention of all her friends and the six Autobots. The said Autobot looked down at her, his blue optics curious.

With her face set in determination, Twilight frowned and began, “Jazz and the others are being held captive by those Decepticons! We sure could use your help in saving them,” Her eyes quickly softened to a kind of pleading look, “Can you help us in getting them back?”

Magnus replied with a nod and activating his photon burst rifle.

“Anything for an old friend.”

____________________

“Welcome to the Decepticon Prisonary Transports!”

Although it seemed like a friendly welcome, the way that Decepticon said it sounded anything BUT nice. Jazz and Cliffjumper exchanged glances, immediately getting hit in the back by the prison guards, a clear indication to keep moving.

Mentally grumbling, Jazz led the way with the guard directly behind him, shoving the end of his rifle non-too-gently into his back. The other Autobots followed behind them, their feet dragging the entire way. Cliffjumper and Bumblebee stood side by side, the prison guards right behind them. Leading the captured Autobots were two Decepticon Elite Guard, massive spears being held in their hands.

In fact, each Autobot had their own guard; the Dinobots especially had bigger guards. The three Dinobots took the back of the subdued Autobots, their hands behind their backs and in stasis cuffs.

That is why none of the Autobots could fight back, those stasis cuffs allowed no freedom.

With the prison guards continuing to shove them along in the shattered streets, Jazz looked around and quickly noticed that this wasn’t an ordinary prison with cells and chambers, this was completely different.

A large dropship hung in the background, several Decepticon Heavy Soldiers and Guardians scattered across the street, surveying or guarding the area to make sure the captured Autobots wouldn’t escape. Decepticon Snipers hung out on the sides of buildings, their blue beams aimed directly at Jazz and the others.

As they continued to be forced forward, Cliffjumper leaned in next to Bumblebee and whispered, “Don’t be scared, Bee, these Decepticon are too stupid. We’ll find a way out of this.”

Bumblebee turned his head and whispered back, “If that’s true, then you better have a good plan on getting out of here. These ‘Cons really stacked up on their armies. It’ll make freedom that much harder.”

The Decepticon Elite Guard turned his head back, his red visor gleaming in the dusty air. “Quiet, prisoners! You’re not allowed to talk until you give your final words!”

With the guards behind them shoving them along, Bumblebee and Cliffjumper walked in silence, figuring out a plan to get themselves out of this mess. With the two Autobots planning ahead, the three Dinobots had already lost all hope on escaping.

Transforming was out of the question since the stasis cuffs gave them no control over their T-cogs. Instead, they followed the group in silence, their heads hung low. Slug decided to keep his mouth shut for as long as he lived. He had once heard about Vortex’s disgusting techniques for extracting information from Autobots, he just never believed that he would be one of them.

Now he was blind…and scarred for life.

Jazz didn’t feel like doing anything except move forward. The hope he held onto for the ponies’ sake was long gone once the Combaticons took them away…straight to Shockwave. He knew what that maniac had done to Grimlock and his team, he knew what Shockwave was capable of…and he hated every moment that he just walked away from it.

He knew what Shockwave was going to do once he saw them. Shockwave was going to kill them. He was going to murder the Elements of Harmony. For all he knew, Twilight Sparkle, Fluttershy, Rainbow Dash, Rarity, Applejack, and….Pinkie Pie…were dead.

The Autobot did absolutely nothing. He would rather shoot himself now and get it over with than suffer through whatever Soundwave had planned for them.

He had failed this planet….he had failed Optimus Prime….he had failed himself.

A deep voice brought Jazz’s head up, although he wasn’t surprised to hear that familiar squawk from that tin-foiled turkey, Laserbeak.

“Soundwave, sir,” The Elite Guard politely ventured, “we have the Autobots here. They were caught trying to defend the target ponies with their lives. What shall we do with them, sir?”

Soundwave said nothing, giving his cold stare at the Elite Guards below him. He sat alone on a large pile of debris, making it into a more comfortable throne for him and his minions. Ratbat sat on Soundwave’s arm, purring when his master gently stroked his belly. Ravage sat at Soundwave’s side while his boss gave him scratches behind his robotic ear. He loved it when Soundwave did that.

Laserbeak flew around the area, eventually landing at the top of Soundwave’s makeshift throne and glaring down at Ratbat. How dare he take his rightful spot on Soundwave’s arm?! Ratbat looked back up at Laserbeak, whining as Soundwave petted his underbelly.

While Ratbat continued to mock Laserbeak, Rumble and Frenzy stood in front of Soundwave’s throne. Rumble smashed a relatively large piece of rubble with his mallets, chuckling at all the small pieces he had made. Frenzy pulled harder on the chain connecting to the neck of a certain crystal pony, his own little slave.

“Stop! That hurts!” The mare screamed and tried her hardest to break the clamp around her neck. Frenzy only laughed, yanking the chain even harder which caused the mare to fall on her back.

Jazz looked at the sorrowful expression the mare wore once Frenzy continued to torture her. But what could he do? Trapped with the help of stasis cuffs around his wrists only decreased his odds for escape. All he could do was stare at her…his hope quickly fading.

He brought his attention back on Soundwave who had stood back up. He walked towards the group, Ratbat still on his arm and Frenzy still torturing the pony. Soundwave stood at the end of the pile of rubble, his visor ripping right through Jazz’s.

Waiting for a few seconds, Soundwave pointed to his left and coldly ordered, “Take them to be recycled.”

“Yes, sir!” The guard shouted, turning back towards the Autobots and screaming, “Alright, prisoners, march!”

Rumble chuckled, looking over to the subdued Autobots. “Enjoy your stay, Autobots! Rust in peace!” Rumble shouted before he brought his gaze to torture the pony with Frenzy.

Jazz could only look at the tears the mare had before being forced to move ahead, the rest of his brothers following behind him. Giving a quick scowl to Soundwave, Jazz forced his gaze forward where to his horror he saw a small group of Decepticons he REALLY didn’t want to see right now.

“Bring ‘em over here!” Thrust shouted, motioning the Elite Guard with his hands.

“Yep, those are the Autobots!” Dirge commented, beginning to reload his nucleon charge rifle

“They’ll be nothin’ but a pile of scrap when I get done with ‘em!” Ramjet roared when his red optics had located Jazz and the others.

Once the Autobots were brought forward, they were all forced to face their heads towards Ramjet, Thrust, and Dirge, their executioners. Slug lifted up his head, groaning when he forgot that he couldn’t see anymore. He wouldn’t even know when they were about to fire.

But to their surprise, Thrust and Dirge backed away to let a smaller Decepticon walk forward, his optics as yellow as the raging fires spreading across the Crystal Empire. The Decepticon slowly approached Jazz, smiling with fiendish delight.

Jazz looked back up, although he wasn’t surprised to see Barricade glaring him down.

“I must say,” Barricade growled, “it’s quite an honor to strike down one of Prime’s most elite lieutenants. I’m gonna enjoy this.”

The Autobot simply stared at him, his hope lost as was the war for Equestria.

“Just get it over with.” Jazz mumbled, the ashes landing on his shoulders. The other Autobots looked at each other, sighing in unison and looking at the ground sadly. Once they had seen Jazz give up they knew that it was hopeless for the rest of them.

Barricade chuckled, backing away and motioning two Decepticon Heavy Soldiers to come closer. Once the two behemoths had arrived, Barricade turned to them and said, “Alright, choose the one you want to kill. Jazz is mine.”

Ramjet chuckled to himself, whipping out a long rifle protruding from his right hand. Aiming forward, the Decepticon smiled when he got a lock-on on the one called Cliffjumper. Thrust did the same and aimed his charge rifle at the Dinobot Swoop. Dirge finished for the Seekers and pointed his rifle at Bumblebee.

The two Decepticon Heavy Soldiers held their ion displacer turrets forward, revving them up for a massacre. This massacre only consisted of the two other Dinobots, their hands behind their backs and heads held low. Slug couldn’t see when his death was coming…it made things that much horrible.

Barricade chuckled with pure evil located within the laughter, his hand being replaced with a Corrosive Slime Cannon. The slime cannon began to heat up, mist escaping from the pointed end. Barricade smiled and pointed the slime cannon at Jazz, his laughter quickly beginning to return.

“When I’m done with you, you’ll be nothing but a pile of rust.” Barricade growled with his slime cannon ready to fire that superheated ball of rusting liquid.

Jazz didn’t do as much as stare at the cannon stupidly. He had never thought his death would be like this. He had always imagined his death would be for something more important, like giving his life for Optimus Prime. Or…saving this world would be a more noble death.

But now he knew that his death would mean nothing. Along with the rest of his Autobot brethren by his side, Jazz sighed when realization hit him. Their deaths wouldn’t spark a thing; the Autobots would simply mourn them and fight on. Next to him, Jazz could hear his brothers speak.

“What’s the big plan, Cliff?” Bumblebee whispered sharply, his fears growing when the end of the charge rifle began to glow.

Cliffjumper didn’t answer him.

Jazz lowered his head, silently asking Primus to forgive him for failing this planet and all the ponies he had sworn to protect.

He fell to his knees.

His fate sealed.

____________________

Springer surveyed the prisonary transports in his jet mode.

His scanners quickly caught the only Autobots in the streets. Surrounding them were several Decepticon soldiers, all of which had weapons pointed at them. Quickly flying back, Springer transformed and landed back on the building where the rest of his team was waiting.

“Jazz and the others are down there. We’ll have to move fast ‘cause those Decepti-chumps are about to finish ‘em off.” Springer explained

“Then that’s exactly what we’re going to do.” Ultra Magnus whispered and got to cover once a dropship hovered above them. Twilight and her friends quickly joined him, hiding underneath the crashed Decepticon jet which gave them protection from the dropship’s locater.

Ultra Magnus held his photon burst rifle close to him, his optics hard focused on Jazz and the others in the street. He got out from cover and looked off the building to see the Decepticons preparing to shoot them down.

“Alright,” Magnus began, “Arcee, Kup, Blurr, and Springer will come with me. Hot Rod, stay here and make sure Twilight and her friends don’t get in the way.”

Before he could move forward, his face was suddenly filled with cyan followed by those twin magenta eyes. Magnus took a step back once Rainbow Dash began to talk.

“Uhhh…no offence, Magnus, but there is no way I’m just gonna sit here and watch you guys have all the fun,” She descended to the ground and pointed a blue hoof over to the rest of her friends, “We’re gonna free the Autobots while you guys cover us.”

Ultra Magnus shook his head, his blue optics narrowing on the Pegasus. “Yeah, there’s no way I’m letting you all go down there. That place is infested with ‘Cons and I’ll be a Junkion’s motherboard if I let you six go straight into a firefight.”

Rainbow flashed a devilish smile right as she said, “Who are the ones who brought Metroplex back to life? Who are the ones who survived all of Cybertron and the Decepticon army by themselves?”

Groaning, Magnus placed his fingers near his temples, squeezing them in annoyance. Rainbow sure did like showing off even in the darkest of times. But she was right. She and her friends survived all of Cybertron by themselves with the aid of Metroplex of course. So this technically wasn’t much to them, right?

A small pat on his shoulder brought Magnus to turn back.

Kup gave a small smile, his blue optics gazing at the six equines right as he began to speak.

“They may not look like it, but I’ve seen them in battle. Those six ponies are pretty much the bravest warriors I’ve ever seen. Don’t get me wrong they are adorable and peace-loving horses from this rich planet, but they can defend themselves when they need to,” He looked back at Ultra Magnus and smiled, “I say let them do it. We got their backs.”

Ultra Magnus thought about it. Kup was an old time friend of his; he always taught him right from wrong and always led him in the right direction. So he could definitely trust Kup on this. When was Kup ever wrong anyways?

Turning towards the six ponies, Ultra Magnus nodded and said, “Alright, we’ll create a diversion and keep the Decepticons focused on us. You six have to get Jazz and the others free from their bonds, got it?”

“Got it!” The six mares cheered together.

Gazing at them one last time, Ultra Magnus looked out from the cover to see the Decepticons pointing their weapons right at their endangered friends, threatening to fire any second. Looking back, Ultra Magnus pointed and whispered sharply, “Blurr, you’re up.”

The Element Bearers never got a chance to prepare when saving the Autobots, for when Blur sped forward he brought forth a massive rocket launcher and screamed, “LOOK OUT FROM ABOVE!!!”

One shot was all it took to cause total mayhem.

____________________

“LOOK OUT FROM ABOVE!!!”

Along with that high-pitched, speedy voice, the sounds of an explosion brought Jazz and the others to look around, surprise shown on their faces.

Barricade, Ramjet, Thrust, and Dirge never got the chance to finish them off for a jet soared down and fired missiles right at their feet. The sudden shockwave sent the small team of Decepticons to fly backwards, smacking into the Heavy Soldiers. With their executioners vanquished, the Autobots looked around them; the prison guards holding them oddly have gone.

From the nearest building, Jazz and the others watched in awe as five dark beings fell down and charged forward, all in vehicle modes. Fully knowing they were Cybertronian, the Autobots finally recognized the Autobot insignias on each of them.

That along with their rescuers demolishing everything around them.

Instantly, the sky was filled with snipers, all of them flying over to a good sniping point. But to their surprise, the snipers were shot down in mid-flight by that Autobot jet. All the Decepticon air support was taken down, their dead bodies crashing against the streets with several explosions following later on.

The persecuted Autobots stared straight forward, smiling to see the Autobot ground vehicles driving right for them. But strangely, they drove right passed them, killing off what remained of the Decepticon forces trying to take them down.

“Hey! What about us?!” Swoop shouted, struggling against the stasis cuffs around his wrists.

A bright shade of purple caught each Autobot’s attention, turning their optics (minus Slug) towards the light. Once it died down, what remained in front of them were six colorful ponies, all of them shining from the light.

Bumblebee smiled, shouting with glee, “YOU’RE ALIVE!!!”

Slug looked around, his anger being turned into words. “Who’s alive?! I can’t see a thing!”

The Elements of Harmony did not embrace them. Instead, the six of them galloped forward, spinning right behind them and quickly trying to figure out how the cuffs worked. Twilight was the first to figure it out and snapped the cuffs in half with her magic, and since the rest of her friends couldn’t figure it out, she just freed the rest of them.

With their freedom secured, Jazz rubbed his wrists and looked down at Twilight, his expression shocked. “How did you escape Shockwave?” Jazz asked.

The lavender equine smiled, pointing her hoof over to the other Autobots decimating the Decepticon forces. “Let’s just say we got a little help from some old friends.” Twilight explained.

Right before Jazz could say anything; a powerful blast from behind him sent the Autobot skidding across the ground. Everyone except Slug gasped, turning towards the direction of the attack. Rainbow Dash growled and punched her hooves together once the entity stepped forward.

“Shockwave has failed to terminate you. I will succeed at which he has not,” Soundwave muttered, the Mini-cons at his side ready to charge. Pointing forward, Soundwave shouted, “Mini-cons attack!”

“Let’s rumble!” Rumble screamed, running forward with his mallets ready to crush some pony flank. Frenzy and Ravage joined him, their optics focused on the ponies only. Laserbeak and Ratbat took to the skies and charged up their lasers for a sky assault.

Shock had frozen the Element Bearers in place, their eyes wide at the sight of the Mini-cons charging at them. Suddenly, the shocked terror they felt withered away once the large Autobot jumped over them, transforming in mid-air.

Snarl did a front flip, transforming as he did so. Now in his stegosaurus form, Snarl growled and aimed his head downwards, fully intending to ram the Mini-cons in the dust. Soundwave’s minions quickly stopped in their tracks, immediately jumping to the side.

“WHOA! Look out!” Frenzy shouted, barely missing Snarl’s chomping jaw.

The Dinobot didn’t stop there, growling as he bit down on Soundwave’s leg and knocking him on his back. The Communications Officer punched Snarl in the head, hopefully trying to get free from its deadly bite. He quickly brought his right hand forward, merging it into his Techvolt.

With Snarl focused on Soundwave, the Mini-cons looked back at their targets and noticed that they were alone. The six Elements stood there, staring at them with wide eyes and slightly open mouths. Rumble could see the yellow one beginning to tremble, probably at the sight of five other Decepticons their size.

The other Autobots were strangely missing, Laserbeak could see them in the distance fighting off some Leapers and Heavy Soldiers, which meant that no one was protecting the ponies….which also meant they were helpless.

“Hey, Rumble,” Frenzy smirked, “I think those ponies want some playmates.”

Rumble, who had finally realized that there were no Autobots near the target ponies, smashed his mallets together and chuckled, “Hehehe…yeah…we’ll have some fun with ‘em.”

Motioning a large mallet forward, Rumble looked up and shouted, “Ratbat, Laserbeak, take care of the flying ones! Me, Frenzy, and Ravage got the others!”

Screeching in agreement, Laserbeak, along with Ratbat, flew forward towards the two pegasi. Ravage pawed at the ground until his deep growls signaled Frenzy and Rumble to charge forward. The three Mini-cons dashed towards the equines, the feet smacking against the gravel as they drew closer.

Ratbat opened his mouth to reveal two long fangs. He had chosen the perfect target: that little yellow Pegasus with the pink mane. The other flyer quickly located the other Pegasus, her mane a rainbow of colors. Laserbeak charged up his laser, only moments away from ramming her head-

Surprise caught him in only a split glance.

The rainbow-mane Pegasus reared forward and literally head-butted the Cybertronian bird! Laserbeak, completely surprised by the sudden action, recoiled backwards and flapped his wings in mid-air. Shaking his head, Laserbeak was too late to react when the Pegasus blasted forward, tackling him into the gravel.

“How do ya like that, ya tinfoil turkey!” Rainbow shouted, smacking her hoof against Laserbeak’s face.

Ratbat watched as his companion suddenly got his can smacked around by a weak, little pony. Seeing this horror take place, he was never ready when the other Pegasus tackled him as well. Once they had both hit the ground, Ratbat looked up, baring his fangs to possibly scare this pony.

Instead, he closed his mouth and shook in fear when she placed her hoof over his throat and glared into his optics. This pony’s eyes were possibly the most frightening thing Ratbat had ever witnessed…and he was getting the full-blown version of it.

“You are NOT going to hurt me or my friends! Do you understand or do I have to spell it out for you!?” Fluttershy screamed, her eyes intensifying on the terrified Mini-con. Ratbat nodded his head wildly, whining once she pressed her hoof on his neck harder.

Maybe attacking them head-on was a bad idea.

Rumble jumped in mid-air, bringing his mallet down on the white unicorn. But to his surprise, he was caught while in the air, almost instantly getting smacked against the hard ground several times by this unicorn’s telekinesis.

Once he got a good beating, Rarity levitated the injured Mini-con over to her face, nearly bumping her nose against his own. She gave him a horrifying glare which sent chills down the Mini-con’s back.

“Uncouth rapscallion! That is not a way to treat a lady! You treat them with grace and kind actions,” Rarity complained, fluffing up her own mane, “NOT like anything you were about to do!” She finished by slapping him across the face, sending Rumble into a daze.

Frenzy had watched with shock strewn across his face when Rumble had been defeated so easily. Cocking his blaster, Frenzy aimed forward and fired multiple shots at the nearest pony. He had clearly made a mistake when firing…

For the pony was Twilight Sparkle.

Using a magic shield, Twilight caught the bullets just as they were mere inches from hitting her. Focusing for a few moments, Twilight suddenly remembered a reversal spell she had learned not too long ago. Her horn glowed ablaze, turning the bullets around in mid-air and sending them back towards the Mini-con.

Frenzy screamed once the bullets hit him in the chest and face, sending him on his back.

“Reversal spells,” Twilight smiled while blowing on her horn, “always helpful.”

Her smile changed to a look of fright once the panther leaped in front of her. Twilight yelped, taking several steps back. Her violet eyes were focused clearly on the black Mini-con waiting for the perfect moment to strike. Growling, Ravage sprang forward, his claws and teeth ready to tear her apart.

“Duck, Twilight!!!”

Instinctively, the unicorn ducked, allowing her western friend to buck the robotic jaguar right in the jaw. Ravage backed away, shaking his head to regain focus. This was the second time he got kicked by that orange pony, it would be the last.

Applejack smiled valiantly, although her smile turned into a shocked look to see Twilight’s face. Twilight stared at Applejack’s hind leg, eyes wide with shock.

“Applejack, you’re bleeding!” Twilight gasped, pointing her hoof to the blood trickling down her friend’s leg. The farm pony looked down to see a small cut on her hind leg, blood leaking out.

Instead, she simply chuckled and said, “Hehe…fergot ‘bout that varmint’s fangs.”

A deep growl caused both mares to face their heads forward, eyes growing wide with terror. Ravage got low in a pouncing position only a few feet from the two ponies. Although he was meaning to kill the leader of their group, the purple one, he REALLY wanted to bite off that orange one’s leg after he got a taste of her blood.

He pounced again…and once more…another mistake.

“PARTY CANNON!” A pink blur came out of scenically nowhere, pulling out a pink cannon. Ravage had no time to react when his vision was filled with streamers and glitter, sending him skidding across the ground and hitting Rumble who decided to get back up.

Rumble flipped in mid-air from his fellow Mini-con ramming into his legs, sending him on his back and into unconsciousness.

The battle had ended.

Slowly, the six mares came back together, each of them panting heavily. Fluttershy kept a soft smile on her face as did Rainbow Dash, both pegasi just glad they showed those Decepticons who’s boss. Rarity fluffed up her mane, giving it a quick flip before blinking a few times, her smile glorious. Applejack gave a slight limp before falling in with the rest of the group, along with Twilight who observed her surroundings.

Pinkie Pie joined the group, her party cannon mysteriously gone. Once all of her friends were good and well, it was time to find the Autobots.

Giving a quick nod to each of her friends, Twilight turned her head back to try and find those glowing red symbols in the misty air. Instead, she was met with a bone-chilling growl.

“W-what was that?” Fluttershy squeaked in terror, nearly strangling Rainbow Dash’s leg.

“Stay together, girls.” Twilight ordered, backing up against the rest of her friends. They all faced a different direction, their eyes squinting in the dust.

Twilight’s ear twitched every time a slight sound was heard. Her eyes darted back and forth, in hopes to catch whatever was out there hunting them down. All she saw was the misty air around them, followed by the continued robotic growls which seemed to be circling them. Fluttershy continued to whimper while Rainbow Dash tried to push the Pegasus off her leg. Whatever was out there was soon to strike.

They had conquered the treacherous Mini-cons…and their master didn’t take kindly to that.

After several seconds of scary silence, the dust split apart, revealing the red visor and menacing purple symbol.

Rainbow Dash instinctively spun around, taking off towards the Decepticon that was meant to attack her friend Pinkie Pie. But she didn’t feel the hard metal of the Decepticon; she felt the pain of a thousand volts of electricity.

“AHHHHH!!!!” Rainbow screamed in pain, eventually falling to the ground with her body twitching.

“Rainbow!!!” The mares screamed in unison, immediately spinning around and assisting their injured friend. While Rainbow continued to quiver in pain, small sparks spreading across her body, Twilight turned back when the heavy footsteps began to approach them.

The dust cleared…allowing Soundwave to get a full glance at the target ponies.

In his arsenal was his trusty E.D.K. Techvolt Emitter, a powerful and effective weapon for killing Autobots, but sadly only injuring organics. Soundwave glared down at the six equines, their expressions shocked and angry (especially from the rainbow one).

He had watched the current battle unfold…and to tell the truth…he wasn’t impressed. Soundwave looked to his right and saw Frenzy lying on the ground. Next to him was Ratbat, who continued to shake with fear. Laserbeak lay unconscious only a few feet away from them.

Turning to his left, Soundwave observed as Ravage and Rumble lay in a pile of streamers and shattered crystal. All his minions were defeated by these organics…which only increased his anger.

Soundwave brought his attention back on the equines, his visor glowing bright red.

After several more seconds of this epic stare-down, Soundwave was the one to break it.

“You truly have proven to be most efficient in battle. None of you are trained soldiers, yet you still managed to defeat my Mini-cons who have had millions of years of experience in the battlefield.” Soundwave coldly explained, his visor watching as the ponies leaned in, eyes wide with surprise.

When they didn’t say anything, he continued, “But…you fail to stop me from harming your rainbow friend, thus proving that you do not care for each other,” His Techvolt began to spark, ready to fire, “Commencing operation: total obliteration.”

He was ready to fire on them, his Techvolt fully loaded.

“Now, Twilight!” The white unicorn screamed.

Instantly, the purple one whose name was Twilight fired a long beam of energy at the Communications Officer. Soundwave retorted by firing his Techvolt at her, the electric beam blasting out of its tube.

The beams connected with neither one breaking focus. Sweat began to drip from Twilight’s forehead, increasing the amount of magical energy she had on this blast. Soundwave was unfazed, increasing his Techvolt’s power to the limit. Soundwave’s beam was winning, pushing Twilight’s closer and back into her horn.

“I…can’t hold…it!” Twilight yelped once Soundwave’s beam was only a few feet from hitting her horn. If that amount of power he had in it would push her magic back, she didn’t even want to begin to imagine what it would do to her horn.

Looking downwards and to her right, Twilight managed a weak smile and glared back up at Soundwave, his emotion unrecognized.

“Do it now, Rainbow, I got him distracted!” Twilight screamed with her horn nearly depleted of energy.

Soundwave titled his head, although his confusion was gone as was his Techvolt.

Turning to his right, Soundwave glared at the blue Pegasus who had swiped his Techvolt away, the large weapon barely being held in her tiny hooves. He watched as she swung the massive weapon away while screaming, “Heads up, Rarity!”

Soundwave followed his weapon to where it was caught in a blue aura of energy, the white unicorn holding it with her telekinesis. Right before he could charge at her and take his weapon back, she threw away the Techvolt, screaming as well.

“Catch it, Pinkie!”

“I GOT IT!”

Soundwave looked back to see the pink pony catch the massive weapon, the entire thing falling on her tiny form. He slowly walked forward, clenching his fists with his anger ready to blow. As long as she didn’t push the massive weapon off of her, nothing could save her life.

“Going to you, Dashie!” The earth pony yelled, strangely appearing over the Techvolt in a swift move. She chucked the weapon towards her fellow Pegasus with amazing strength, not even Soundwave had known that an earth pony could be that strong.

The Pegasus caught the large weapon, a smile plastered on her face.

That was it.

“Keep away!” Rainbow Dash shouted, ready to throw the weapon away. Instead, she met Soundwave’s fist punching her in the cheek.

The other ponies gasped, falling to silence when the fun game had ended, and only dread was left. Rainbow slowly tried to get back to her hooves, blood dripping down her nose at a quick pace. She failed again and fell to her stomach. Turning her head back, Rainbow scowled once Soundwave approached her, reaching down and picking up his weapon.

Soundwave placed his Techvolt perfectly back on his arm, bringing his attention back on the cyan Pegasus. He examined the strange, red liquid falling down her nose in small streams. It must’ve been her life-blood.

Giving a slight chuckle, Soundwave pointed his Techvolt at her only.

“NO!” Twilight screamed, galloping forward as did the rest of her friends. She stopped once Soundwave turned towards them, firing away.

Each mare screamed in pain, their bodies feeling as if they were being ripped apart by an invisible force. Soundwave had just shot them with his Techvolt Emitter! Never had they felt this type of pain before, except for Pinkie Pie who had to have been electrocuted during one of her misadventures. Once he had to reload, Soundwave watched as each target pony dropped to the ground, their eyes closed.

Why didn’t he just do that in the first place?

His attention was brought back on the Pegasus behind him.

“GUYS!” Rainbow Dash screamed in fear. After watching her closest friends get shocked by this deadly Decepticon, her fears only intensified once she saw each of their eyelids fall. She had felt like this once before at the Wonderbolt Academy. She saved her friends right before they could plummet to their doom. But this…this was different…she couldn’t save them.

Soundwave looked down at the pitiful creature, her blood hitting the ground along with some clear liquid which seemed to be coming from her eyes. Tilting his head, Soundwave quickly imagined that after watching her friends get injured must’ve scared her to the bone.

“Do not fear, pony,” Soundwave explained, watching as the Pegasus looked up at him, eyes wide with hope. He continued, “My Techvolt Emitter is not strong enough to kill organics, they are simply unconscious. But I’m afraid you will not share their fate.”

Rainbow Dash’s mouth dropped once Soundwave lifted up his foot over her body. His visor glowed brighter for a few seconds, indicating that he was really going to do it.

He was going to kill Rainbow Dash.

Closing her eyes, Rainbow knew the massive amount of pain she felt wouldn’t allow her body to break the limit and get out of the way in time. She had already failed to save her friends…she didn’t want to die knowing she could’ve done something about it.

But it was hopeless now…for Soundwave brought down his foot.

A large crash brought Rainbow to open her eyes again.

Looking forward, Rainbow Dash silently gasped when she saw Jazz giving Soundwave the pounding of a lifetime. Her vision began to fade; the amount of pain she felt in her head was too much. Although unconsciousness was a certain thing, she did catch a bit of what had truly happened.

Jazz punched Soundwave across the face right before the Decepticon kicked him off. They both stood back up, staring each other down, sizing up their next moves.

“Autobot scum!” Soundwave shouted, firing his Techvolt at Jazz. The Autobot quickly dodged, firing three shots from his scatter blaster that struck Soundwave’s leg and chest.

“Decepticon punk!” Jazz shouted back, running forward and leaping at the Communications Officer.

Soundwave was too quick, dodging the Autobot and kicking him across the face. Jazz fell backwards, his chest facing the sky as Soundwave began to approach him. Rainbow’s vision was beginning to fade away…although she did catch one last thing before darkness took over.

Right before Soundwave could kill Jazz, a blue ball of energy struck him in the back, causing Soundwave to turn around. Once he did that, he immediately got shot in the face by that same blue ball.

Soundwave crumbled to the ground, his own mind slipping away.

Rainbow Dash was only a few seconds away from passing out; she only caught a blur of the Autobot that saved Jazz. The large Autobot held out his hand in front of Jazz, smiling as he did so. Jazz smiled back and gripped the large hand held in front of him.

Once darkness began to overcome her line of sight, Rainbow Dash only heard these words said:

“Nice to see ya again, Jazz.”

“…Oh…sup, Magnus?”

Rainbow Dash passed out.

Stay Smooth, Jazz

-CHAPTER XXIII: STAY SMOOTH, JAZZ-

“Do it with style or don’t do it at all.”

-Jazz

INTEL: Prior to the war, Jazz was a longtime friend of Optimus Prime and now serves as one of his top lieutenants. Jazz balances his personality between that of a lighthearted joker and a highly-trained special operations warrior. He is one of the fastest, most nimble Autobots and is also known for keeping his cool no matter how bad the situation might seem.

____________________

Just as quickly as she passed out, Rainbow Dash began to regain consciousness.

Her vision was a blur; her ears could barely catch the sounds of gunfire and explosions rocking around her line of sight. Rainbow shifted in the soft grasp holding her body, causing her to look up at her savior.

All she saw was the blurriness of his face and those twin blue eyes he had. The Autobot lifted up his right hand, indicating that he was holding her in his left, and fired multiple shots from his assault rifle. Rainbow stared in awe at the weapon; the bullets seemed to flying out in slow motion.

Slowly facing forward, Rainbow squinted to barely see that red Autobot point and motion everyone forward. There she could see each blurry Autobot slowly run passed her, each of them holding one of her friends.

All of this was incredibly slow, telling her that her mind was taking this time to process everything that had just happened after she blacked out.

Another explosion sent a small blast towards the Pegasus, sending her bangs right into her eyes. Shutting her eyes, Rainbow suddenly realized that was a mistake when the darkness quickly fell upon her vision…sending her into another dark limbo.

Vision finally came back.

Rainbow turned her head from side to side, seeing nothing but the dusty air and the firm grip the Autobot had around her body. She wanted to thank him, she really did, but the pounding pain in her forehead followed by the intense waves of soreness from her nose stopped her from doing just that.

Plus, she was incredibly thirsty.

Her throat was dry, her mouth and tongue cracking from the lack of life-giving water flowing down her throat. Suddenly, liquid found its way onto her lips, causing the Pegasus to lick it up.

A terrible taste filled her mouth, causing her to spit it out. After rubbing out her lips, Rainbow Dash looked at her hoof and found it stained in red.

Darkness came back…taking her mind away from the pain.

This time, the voices brought the cyan mare back.

“Is she okay?”

“Girls, please, I need some room to work on her.”

“Her nose is bent so horridly!”

“That’s because she’s got a broken nose, Rarity.”

“Dashie, are you alright!”

“Come on, Pinkie, let Arcee do her magic.”

Rainbow Dash felt a twinge of pain soar through her face, followed by the continued gags of her alabaster friend. Rainbow cringed in pain, which quickly subsided once the cold liquid began hitting her lips.

“There…some water ought to get her up and walking again.”

The Pegasus began slurping up the cold H2O, her mouth begging for some replenishing. Once she was good and well, she began to open her eyes again, the blurriness still present.

The voices returned…these ones were deeper.

“Decepticons, flyin’ in from above!”

“Scrap! We’re surrounded!”

“What did you get us into, Magnus?!”

“Calm down, Swoop, just keep holding them off!”

Rainbow Dash opened her eyes fully, her hearing finally come back to full. They immediately shrank down once the gunfire and explosions rocked all around her. She looked around, fully seeing that they were in another crystal building, this one was darker.

Arcee stood over her, bending over and working on her nose. That must’ve been what the pain was. Arcee was trying to fix the broken nose. Rainbow turned her gaze right, eyes growing wider to see Jazz, Ultra Magnus, Cliffjumper, Kup, and Springer all firing from out of the building, their guns blazing and armor shredding once the Decepticons fired back.

She turned her head left, her surprise the same just as last time to see Bumblebee, Blurr, Hot Rod, Swoop, and Snarl all firing their guns from out of the cover. Bumblebee looked back at her, his mouth ready to tell Arcee something but immediately shutting once a missile hit him in the shoulder. Bumblebee spun back around, firing away with his assault rifle to hold off the attacking Decepticons.

A soft yet stern voice brought her head forward, gazing into the blue optics of the female Autobot.

“She’s alive,” Arcee cheered, “Guys, she’s alive!”

Hot Rod hid behind the wall, reloading his assault rifle and yelling, “Great news! Now how ‘bout helping us out a bit, huh?!”

Arcee turned her head back at him, yelling something that Rainbow Dash couldn’t identify. For her concentration was off of the female Autobot and on her friends as they filled her vision. Pinkie Pie sprang out of nowhere, nearly bumping noses with the Pegasus. Her smile could’ve shattered a monsoon for how big it was.

“Dashie, you’re alive,” Pinkie screamed, tears at the rims of her eyes, “I was SOOO worried!”

She finished by hugging her cyan friend, receiving a few grunts from the Pegasus herself. Once she broke contact, Rainbow looked over to see the rest of her friends, each of them giving her a soft smile and a helpful glance.

Why did this scene feel like it happened before?

Oh yeah…the hospital.

Pinkie was gently nudged away by a similar pink color. Rainbow realized it to be a hand. Arcee’s face came back into view, as did her voice.

“Don’t get too close now, Pinkie Pie,” Arcee warned, “Rainbow still needs attention to stop that bleeding.”

After what felt like forever, Rainbow Dash spoke, her voice cracking.

“It’s fine, Arcee. I’m good.” Rainbow grunted, slowly getting up on her own. Right as her head came back up, she felt an enormous amount of weight suddenly bringing her head down. She forced to stay up, not really keen to passing out again.

Twilight immediately came to her side, placing a hoof on her shoulder.

“Rainbow, are you okay? Do you need any more water?” The unicorn ventured, levitating a canteen from behind her. The mare’s eyes boggled, quickly swiping away the canteen and gulping down its containments.

After a few more chugs until she was completely satisfied, Rainbow dropped the canteen and gasped for air. She lifted the canteen above her head, washing the contents over her mane. After a quick shake, Rainbow looked around to see Rarity backing away, her coat drenched in water.

“Hehe…sorry about that, Rarity.” Rainbow grinned, although it was bit smug.

Rarity scowled her way, wiping the water off her chest. After another look around, Rainbow brought her attention back on Twilight; a sudden question came to her mind.

“Where’d you get this water, Twi?” Rainbow asked while taking another swig.

Twilight thought about it for a moment, her hoof tapping her chin. She looked back at Rainbow Dash, her eyes just as curious as hers.

“I don’t know,” Twilight admitted, “When I woke up it was just…there….next to me.”

“I think I can answer that.”

Each mare looked up, gawking at the pink Autobot looking down at them. She was on one knee, her head barely touching the roof. Wherever they were, it was not a good place to be housing twelve super-sized Autobots.

Arcee looked at them, her optics soft as she slowly explained, “I found it once we got into cover here. It was just laying on one of those desks over there. I’m actually pretty surprised you six drink that stuff. I totally guessed on that.”

The six ponies chuckled as did the slim Autobot. The chuckling surpassed once the sounds of explosions came from behind her. Arcee hunched forward, shielding the six mares from the flying debris heading their way.

Once the explosion died down, Arcee backed off and said, “Okay, I’m gonna help out Magnus and the others. You six stay in here and don’t get into any trouble.”

They could only nod and watch as Arcee turned around, whipping out a long blaster replacing her right hand. Once she had joined the rest of the Autobots, the Elements could only shiver in fear with the constant explosions and gunfire so undeniably close to them.

Their attention was brought back on Rainbow Dash, who continued to cough.

“Rainbow Dash, are you alright?” Fluttershy quietly asked, approaching her fellow Pegasus and patting her on the back.

The mare nodded back and grunted, “Yeah, I’m good, Flutters.”

Applejack leaned in, placing her hoof on Rainbow’s shoulder. “Ya sure, sugercube? Ya don’t need us ta do nothin’ for ya?” The farm pony asked, her eyes brimming with sadness.

Rainbow Dash nodded again, flashing a grin. “Really, it’s fine. Arcee did a good enough job fixing up my nose. But…can I have some more water, Twilight?”

Twilight brought her gaze back up, slowly nodding. “Uh…y-yeah sure thing.”

She levitated the canteen forward, giving it to Rainbow’s shaking hooves. She began gulping down faster, her eyes closed. Applejack suddenly stepped forward and sternly said, “Now don’t drink it all, Rainbow! We’re all thirsty too!”

She opened her eyes, a small blush spreading across her face.

“Uhhh…sorry.” Rainbow faintly muttered, dropping the now empty canteen. Applejack along with Rarity glared daggers at her, their throats too dry to shout.

“Dog gannet, Dash,” Applejack wheezed, her throat begging for water, “can’t ya once think about the welfare of others instead of yerself fer once?!”

Rarity stepped in, her mane now tangled up and shriveled. Glaring at Dash, she barely yelled, “I agree,” She gently stroked her bangs, whining, “Look at my mane, some water could’ve taken out these tangles!”

She suddenly pointed at Fluttershy, who decided to remain quiet and out of the conversation the entire time. “Just look at poor Fluttershy. She was probably the thirstiest one out of all of this and she just sat here watching you guzzle every last drop right in front of her! Have you no manners?!”

Rainbow looked at Fluttershy, whose lips were cracked and her eyes barely open. A sudden spring of guilt tore up her insides, causing the mare to stumble over her words.

“I-I…I-I’m sorry, guys…I was just so thirsty and-“

“Oh right, that makes everything SO much better now, doesn’t it?!” Applejack yelled, glaring down at the pouting Pegasus.

Rainbow closed her eyes, her head falling to the ground. “I’m sorry.” She muttered.

“Well you should be,” Rarity shouted, placing her hoof around Fluttershy’s neck and nuzzling her affectionately, “It wasn’t fair to Fluttershy and it wasn’t fair to us, either!”

Fluttershy finally looked up, her eyes slowly dropping.

She sighed, “It’s okay…I don’t mind really. Rainbow Dash needed that water more than me anyways.” Rarity looked at her, astonished.

Her astonishment was banished once she poked her in the chest, whispering sharply, “No, Fluttershy, you need water in you. You don’t want to pass out from dehydration now, do you?”

Fluttershy sighed again, slowly shaking her head. “No…” She quietly admitted.

“Very well.” Rarity nodded, returning her glare to the cyan Pegasus. Rainbow Dash could think of no words of apology and just dropped her head, the rest of her friends falling into silence.

Everypony’s anger quickly subsided when the Autobots began to shout in anger, followed by several more explosions hitting the house they were in.

They all turned their heads towards the far wall, their eyes growing wider.

“AH! I’m hit! I’m down!” Springer shouted, holding his injured arm as Energon flowed out in a long, unbalanced streams. Arcee immediately cared to him, plugging up the hole and fixing his arm up. Jazz looked back at him, then back towards the streets where he saw a Decepticon tank rolling their way. Along with several more soldiers running towards them, Jazz knew it wasn’t worth it.

“It’s no use! We got ‘Cons comin’ from all corners! We need to get outta here!” Jazz shouted while backing away from the open walls as did Cliffjumper and the others.

Ultra Magnus looked around, suddenly getting an idea at the other wall to his right.

“Quickly, Kup, create an entrance!” Magnus shouted, backing away from the wall he had just pointed at. Kup quickly acknowledged, morphing his hand into an A4 Pulsar Cannon.

“You all might wanna get back.” Kup grunted, firing one shot that stuck to the wall. After a few seconds, the ball of energy exploded, creating a fairly large exit. Kup switched back to his hand and ran forward, motioning everyone behind him.

“Okay, we gotta hurry now! Those Decepticons are movin’ in fast!” Kup shouted, waving his hand back and forth for everyone to follow.

The sudden jolt from the Decepticon tanker got everyone back up to their feet and fleeing for the exit. Swoop and Snarl led Slug out the door. Due to Vortex’s sick ways of extracting information, Slug was now permanently blind and couldn’t see anything, he needed help everywhere he went.

Once the Dinobots walked out into the open, Ultra Magnus and Bumblebee helped up Springer by the arms, practically dragging him outside. Arcee, Blurr, Hot Rod, and Jazz all made their way out, Cliffjumper stopped. He suddenly remembered what they were doing there in the first place.

Looking around, he found the six mares all staring at him, eyes wide with terror and a hint of confusion, from Twilight especially. Cliffjumper sighed, looking over to Kup and nodding.

Kup nodded back, making his way outside along with the others.

Cliffjumper brought his gaze down towards the ponies, his expression somber. Slowly stretching out his hand, Cliffjumper began with his voice barely audible over the constant gunfire flying overhead.

“Come on now, you don’t have to be afraid,” Cliffjumper cooed, “We’re just going outside. We’re almost there; I promise….this is almost over.” There was almost an uncertainty to his voice, as if he truly didn’t know if this was going to be over soon or not.

Sizing up their choices, the mares nodded to one another, fully knowing that they certainly couldn’t stay here. They had a mission to bring the Crystal Heart back and save Equestria.

Trotting forward, Cliffjumper watched as each pony walked into the outside.

An immediate brightness caused each Element to involuntarily hunch forward and shield their eyes, obviously from staying in that dark house for too long that their eyes hadn’t really adjusted to this light yet. It quickly died down, allowing each pony to get a full glimpse on the tattered Crystal Empire.

A loud hissing noise came from above, forcing the ponies to look up and see several missiles with long, fire-leaving tails soar over them and crash into the nearest building, sending debris right towards them.

Twilight created a magical force field, keeping the debris at bay and smacking against the hard shield she had made around her and her friends. Dying the shield down, the mares stepped outside of its boundary, gawking in horror.

“Mah stars…this is horrible.” Applejack muttered, her eyes staring at the falling ashes and rising flames spreading across the streets and crystal buildings.

“Yeah…we need to really-EEP!” Fluttershy yelped in fear and flew back, cowering underneath Pinkie Pie and Twilight. The cause for her fear was clear, several jets soared overhead, each of them sporting a Decepticon insignia on their hulls.

Gulping, Rarity looked around and stuttered, “W-well…w-we certainly can’t s-stay here. W-where are the A-Autobots?”

Everypony looked around, Rainbow Dash finally locating them.

“Look, they’re over here.” Rainbow ventured, taking several steps toward their protectors and guardians. Everypony else followed her, finally getting to hear what they were saying as they approached from behind.

“…everywhere, Magnus. This entire street is filled with those creeps.” Arcee explained, deactivating her Cybertronian binoculars that slid back up into her helmet.

Ultra Magnus rubbed his chin, staring at the road ahead of him. He squinted down the long road, finally being able to see the Decepticon insignias glowing in the dusty air. It wouldn’t be long before they were overrun again. Maybe attacking the Decepticon Prisonary Transports wasn’t such a good idea after all.

Now the entire Decepticon army was on their tails.

Looking back, Ultra Magnus caught view of Jazz and the others all staring down the road with him, the equines slowly approaching from behind. Twilight looked up at him, giving him a small smile. Magnus smiled back, although it quickly faded as he began to look around more.

He finally found the group he was looking for. The Lightning Strike Coalition Force, strangely Grimlock wasn’t with them. Slug sat on the ground, rubbing the long, dark gash against his once glowing visor. Swoop and Snarl looked around stupidly, as if waiting for orders to be given.

Ultra Magnus felt a singe of sorrow for this unruly bunch of warriors. He had heard what Shockwave had done to them: cut them open, experimented on them, horrible things. But he was even more surprised to hear what had happened afterwards. Thanks to them, the Space Bridge fired one final blast into space which allowed Prime and the others to escape Cybertron.

If it wasn’t for them, no Autobot would have left Cybertron.

It was time.

“Lightning Strike, report!” Magnus ordered.

Upon hearing their old names, the three Dinobots lifted up their heads, Slug dropping his when realization kept smacking him across the face. Ultra Magnus looked at them, his optics narrowing.

“We have a large number of Decepticons heading our way, and I know how much you guys love killing them! How about you three clear us a path, kill all these ‘Cons for us so we can move up?” Magnus asked with his deep voice slightly hopeful.

Slug continued to look at the ground, his sadness being washed over with anger.

“…No disrespect, Magnus, but I’m not going. If you’ve seen what Vortex did to me, you’d understand.” Slug growled, not even caring that the ponies were staring at him.

“What?” Ultra Magnus asked with his confusion about to spread.

“Don’t worry about it, Ultra Magnus,” Twilight quickly answered, really happy that she finally got to talk amongst the group of Autobots, “Slug was…well he got…blinded by Vortex. He can’t see at all.”

Ultra Magnus looked down at the unicorn, then at Slug. He chuckled and asked, “That’s all?”

Twilight stared at him, completely flabbergasted. That is until what he said later one.

“Hey, Slug, have you ever tried transforming into vehicle mode?” Magnus asked, almost laughing at the stare he got from the Dinobots, clearly because Slug thought he was over in the other direction.

Slug stood back up, pointing a large finger over to Bumblebee. “You listen here, Magnus, I may be an idiot, but I’m not stupid!”

Bumblebee stared at him, tilting his head in confusion.

“Over here, Slug.” Ultra Magnus deadpanned, this time laughing when Slug turned his way.

Slug growled, finally sighing and transforming into dino mode.

Now Ultra Magnus was surprised.

Instead of his vehicle mode, Slug transformed into an even more ferocious mechanism. This beast had three horns atop his head, along with four feet and a long, sharp tail at the end of his rear. The monster growled, shaking his head with steam erupting from its pointed mouth.

Magnus took a few steps back in surprise as did the rest of his team. Never, never in all of their lives had they seen this type of creature. There was no way it existed on Cybertron. He may have seen some creatures beyond imagination on his home world, them being Space Slugs, Sharkticons, and even Insecticons. Maybe this is what Shockwave did to them.

Slug looked around, his blue dino optics gleaming like a sparkling’s.

“I CAN SEE,” Slug shouted in joy, stomping all over the ground, “I CAN SEE! I CAN SEE!” His massive stomps caused each mare to involuntarily shake, eventually falling to their faces on the hard ground.

Along with the mares falling, it wasn’t the only thing his stomps triggered.

“I hear ‘em this way!”

“Let’s move, Decepticons!”

Every Autobot and pony turned their heads down the road, each of them gasping in unison to see an army of massive proportions moving towards them. There were Leapers, Heavy Soldiers, regular soldiers, tanks, and even some hovering jets heading towards them…and they were closing in.

Turning back, Ultra Magnus nodded and shouted, “Alright, the rest of you transform and clear us a path!” Mostly, Ultra Magnus just wanted to see what Snarl and Swoop transformed into.

Slug looked to his right, shouting with glee, “You heard him, Dinobots! Transform and crush them!!!”

Snarl stepped forward, doing a triple front flip and morphing in mid-air. Once he hit the ground, he was similar to Slug but with obvious differences. Instead of horns, he had rows of jagged spikes on his back going down to his long tail. Snarl roared, his claws pawing at the ground.

Swoop was very different from the others. He transformed while jumping in the air where he formed into a winged beast, this one with a long beak. He flapped his wings and screeched in preparation.

While the others were used to seeing the Dinobot’s alternate forms, Magnus and crew were shocked beyond belief. Each of them backed off once the three of them roared and charged forward, creating a large dust trail behind their feet.

They all watched the Dinobots charge forward, eventually meeting the Decepticon forces and literally (Magnus wasn’t making this up on what he saw) EATING THEM! Slug rammed each Leaper in his way, eventually creating a shish kabob of skewered Decepticons on his horns. Snarl leaped forward, crushing the grunts with his feet while biting at the rest of them. Swoop flew down, bombarding the tanks with his fire breath. To Magnus’ great surprise, the tanks exploded.

Shockwave was a bigger idiot than he thought.

When Magnus just stared in awe, Jazz decided to take command. Stepping forward, Jazz pointed towards the open road Slug and the others had created. “We got a clear path now! Everyone, move up!”

To his surprise, Twilight and her friends were the first ones to run passed him, galloping at full speed towards the cleared areas. Turning back, Jazz motioned everyone forward and shouted, “Well I’m not just gonna let them have all the fun! See ya!”

Jazz twirled up his legs, revved up his engine, and drove away.

The other Autobots exchanged glances, eventually transforming as well and following Jazz straight into the heart of chaos.

___________________

The only thing Twilight was forced to stare at was Slug’s butt.

She’d rather face his posterior than everything else around her anyways. It was a total war zone around her and her friends, she was just glad they didn’t have to take care of the Decepticons in front of them. The Dinobots were taking care of them.

“UGH,” Slug grunted, skewering even more Decepticon grunts in his path, “This new form makes things WAY too easy!”

Twilight refused to continue to watch Slug rip apart these Decepticons. Although they obviously deserved it, it was still awful to see. Instead, she decided to turn her head left, to her great surprise she was watching the other Autobots drive passed them.

Jazz, in vehicle mode, took out the Heavy Soldiers that were heading their way. He quickly transformed, whipping out his scatter blaster and getting right at their side.

“Let’s take ‘em all out!” Jazz screamed, firing multiple shots which took down the nearest group of soldiers.

It wasn’t long before the mares had to stop in their tracks, just watching in awe.

The other Autobots quickly drove passed them as well as Jazz, either ramming the Decepticons or transforming to take them out by weapon systems. Springer swooped down from above their heads, shooting three missiles above them and taking out a Decepticon dropship, sending the ship tumbling into the nearest building.

“Everypony, duck!” Applejack yelped, ducking her head as did the rest of her friends. Twilight was the only one who didn’t get the message, turning her around and opening her mouth in surprise.

Yet no words escaped her being, her eyes followed the Autobot vehicle flying over her head.

The vehicle was light blue and white in color, smashing right into the ground in front of her. It sped forward, firing multiple missiles towards the large number of Decepticon troopers heading their way. Once the vehicle transformed, however, her smile grew back.

“Alright, Autobots, we have to clear the ponies a path! Follow me!” Ultra Magnus shouted, firing away with his burst rifle. Kup, Arcee, Hot Rod, and Blurr followed him through, while Bumblebee and Cliffjumper stayed with Jazz.

Once Bumblebee and Cliffjumper got to cover, they immediately began to talk to one another, completely unknowing to know there were six ponies staring at the back of their heads.

“Who put ‘shoulder pads’ in charge?” Cliffjumper asked his yellow friend, obviously referring to Magnus. Bumblebee gave an empty chuckle at that. “Hey, Bee, how do ya suppose Magnus got here, anyway?”

Bumblebee merely shrugged, reloading his assault rifle. “Heck if I know. I thought for sure that they all stayed on Cybertron.” Bumblebee said.

“Yeah…” Cliffjumper mumbled, his optics narrowing at the ground, “wasn’t he supposed to protect Cybertron? Not a very good guardian if you ask me.”

“At least now we have back up, Cliff.” Bumblebee groaned, looking out from the debris they both hid under.

“I don’t trust him.”

“Ahem.” An impolite cough caught both of their attentions. Looking back, the two Autobots nervously smiled once they finally realized that the mares had listened to their little conversation. The stare he received from Rarity obviously implored Cliffjumper that saying he didn’t trust Magnus wasn’t really good.

Rarity pointed her hoof forward, giving a small frown. “Shall we get moving, then?” She ventured.

Cliffjumper nervously smiled, nodding rapidly and saying, “Of course, ma’am. Follow us and you won’t regret-“

He was interrupted by a powerful missile blowing away their debris. The equines shielded their eyes from the flowing pieces of crystal substance being thrown at them. Once they opened them, they quickly spotted Cliffjumper and Bumblebee being thrown away like ragdolls against the power of the missile.

A terrifying sight flew down from above.

A Decepticon Jet flew down towards them, firing away with its machine gun. Twilight utterly prepared herself to create a shield to protect her friends along with herself, but was even more surprised to see the jet explode, and the remains smacking against the hard ground and skidding right passed them.

Twilight and the others looked away for a moment to stare at the wreckage of the once active Decepticon jet. Instantly, they brought their heads back up once a powerful screech reached their ears.

Swoop hovered above them, his beak bursting with flames. With every powerful thrust of his wings, it kept the Dinobot airborne, eventually having him bring his head down towards the ponies.

“I gotcha back, Twilight,” Swoop shouted, “Follow me and I’ll give ya some air cover!”

Twilight turned back towards her friends, nodding and shouting, “You heard him, girls! Let’s move it!” She got back up, galloping at full speed while the rest of her friends struggled to catch up. She looked back towards their ‘cover fire’, smiling with relief once she saw Swoop sending several missiles at any Decepticon Jet heading their way.

Her eyes were no longer focused on everything around her. She kept them straight forward, dead center with the road ahead. Not once did she break her gallop, nor did her line of sight falter. She knew that the Autobots around them were giving them protection, sacrificing every spark of their being for her friends’ safety and wellbeing.

The battlefield continued to rage on, although she tried her hardest to ignore it. Decepticon jets soared above their heads in the hundreds, many getting shot down while others survived and retreated. Dropships continued to sail downwards, resupplying the Decepticon army. The thought of how many Decepticons there were rattled her brain that was supposed to be focused on surviving.

She knew that no matter how many Decepticons they took out, that there would always be more waiting in the starships above them. This was a planetary invasion after all, which meant that the entire army of Cybertron was attacking Equestria, depleting every single superpower and major city on the planet’s essence.

The horrible image of her home dying almost brought the unicorn to tears, immediately causing her to close her eyes and shake away the unwanted thoughts. Instead, she stared at the road ahead of her, the battle continuing to ravage her home world.

The Autobots around her and her friends shot away, quickly keeping up with the unicorn. Twilight turned her head left for a quick second, seeing Rainbow Dash fly right by her. The Pegasus darted forward, instantly leading the group.

Explosions rocked the grounds along with the crystal houses, shattering them in seconds. It appeared that they had finally made it to their next destination. Twilight smiled once she saw the road ahead of her cleared off, no Decepticons in sight.

“Come on, girls, we have to push it real hard now!” Twilight panted, taking off and leaving her friends in the dust.

“Twilight,” Applejack screamed, “wait fer us!”

She didn’t have to wait, she stopped.

Nearly ramming into their friend, Rarity, Pinkie, Fluttershy, and Applejack all slammed on the brakes, looking passed Twilight’s shoulder to see Rainbow land back on the ground.

“What’s going on?” Pinkie asked, her brow rising, “All I see is that giant building falling down and-AHHHHHH!!!!”

A nearby dropship swooped down, firing many missiles at the closest crystal building. The building crumbled in seconds, falling downwards and blocking off their only escape from this madness.

After the dust cleared, Rarity coughed and shouted, “Oh great! Now where do we go?!” She screamed and looked down the road. Instantly, she saw several purple symbols glow in the distance, along with many more purple lights.

The dust cleared, allowing the ponies to get a full glance.

These Decepticons were very different from the others. They had the same bulky structure along with those red visors. But instead of firearms, they carried axes, hammers, and most importantly shields. These Decepticons were terrifying, along with every single other ones the Element Bearers came across.

Rarity staggered back, gasping in horror, “UGH! What horrid, monstrous-!”

“BRUTES!”

“Ummm…yes…exactly what I was going to say.” Rarity smiled. Although her smile changed to a look of despair once she felt the Decepticons glaring at her, smacking their hammers against their shields.

“No! ‘Brutes’! Now get down!” Cliffjumper screamed, practically tackling the unicorn and hiding behind the nearest cover. He was so gentle with her, even in the most dangerous of situations they faced.

Jazz and the others quickly joined them, the ponies following and hiding with Cliffjumper and Rarity. The alabaster unicorn stuck her head out of Cliffjumper’s grasp around her body, huffing irritably, “Cliffjumper, must you really-?”

She was silenced once Cliffjumper placed his large finger over her mouth.

“Shhhhh!” He whispered sharply, looking over the debris.

“What’s going on?” Twilight asked.

Jazz quickly got back undercover, looking down at the unicorn. “Ya see those Decepticons over there? Those were Brutes. And man are they tough.” Jazz whistled lightly while he shook his head.

“You can take those guys out right?” Rainbow Dash asked quizzically, giving an unsure glance once she spotted those Decepticon Brutes heading their way. She backed away from the debris, hiding with the rest of her friends.

Bumblebee looked over, groaning and pointing his assault rifle forward. “Scrap! We’ve been spotted!” Bumblebee shouted, firing multiple shots at the incoming Brutes.

Twilight and her friends cringed in fear once those deep voices rumbled from beyond their cover.

“Kill them all, Brutes! Those ponies aren’t leaving this place alive!”

Cliffjumper lowered his hand to the ground, allowing the unicorn to tumble outwards towards her friends. She looked back up at the red Autobot, giving him a sad glance once he whipped out his weapon.

“Stay here,” Cliffjumper muttered, “This is gonna get ugly pretty quick.”

The mares nodded together, cuddling up in a protective embrace amongst themselves. Once Cliffjumper stood up, however, they stopped holding each other once several different sounds came from beyond their cover.

“What the-BEHIND US!”

“Take him out! AHHHH!!!”

A familiar voice rang through the ponies’ heads, causing Applejack to look up.

“Decepticon punks!”

Applejack breathed in, nearly gasping.

“…Ironhide?”

The sound of Cliffjumper’s laughter brought all the mares to look up towards him, actually laughing along with him. Cliffjumper smiled down at the six ponies, motioning them towards him and out of the cover.

“Come on, you all might want to see this.” Cliffjumper smiled and faced the road again.

It only took that for the equines to stumble out from the crystal debris, each of them gasping in unison to what they saw.

That massive red Autobot, Ironhide, did indeed save the day. He swung his fists forward, smacking it neatly against the Brute’s face. The other Brutes reacted quickly, swinging their hammers towards the powerful Autobot. But Ironhide was too quick, dodging the hammers with ease and grabbing the nearest Brute. He lifted the Decepticon over his head, bringing him down on the crystal gravel and smashing his head in. The last Brute didn’t stand a chance, immediately getting caught in Ironhide’s powerful grasp. It only took a quick flick of his grasp for Ironhide to rip the Decepticon in half, chucking the dead pieces on the ground.

Ironhide looked over at the carnage, shaking his head in disgust.

“Punk ass Decepticons!” Ironhide yelled, kicking away the dead Brutes. He lifted up his head towards a very small group of Autobots, who for some reason decided to stare at him.

He chuckled and said, “Don’t worry guys, I got this!” Ironhide turned around, grabbing the fallen crystal building which blocked their escape. Grunting heavily, Ironhide lifted the heavy building over his head, allowing it to rest on his back.

“Hurry…I can’t hold it for long!” Ironhide shouted, his grunts becoming more forward and painful. The other Autobots looked at one another, nodding.

“Thanks for assist, Ironhide, don’t know what we would’ve done without ya.” Jazz commented after making his way past Ironhide. The Autobot could only nod, struggling against the heavy building on his back.

After watching Bumblebee and Cliffjumper make their way passed him, Ironhide looked back but was surprised to see an unacquainted group of Autobots. If Ironhide wasn’t holding the massive structure on his back, he would’ve been up already and asking them many questions.

He grunted once Ultra Magnus made his way passed him, gently patting his shoulder.

“How did you…get here?” Ironhide managed to ask.

Ultra Magnus looked down at him, gently smiling and saying, “Long story. We just decided that you guys could use some help.”

Ironhide chuckled and lowered his head to the ground. “It’s still good to see you either way, Magnus.” Ironhide groaned once the building began to make funny noises, as if intending to shatter and block off the road again.

The Autobot watched as more and more old friends began to walk by him. Springer giving him a thumbs up, Hot Rod patting him on the shoulder just like Ultra Magnus, Blurr shaking his hand quickly (almost causing Ironhide to drop the building), and Arcee nodding at him at a job well done.

Ironhide smiled at her. “Well howdy, miss. What brings you around these parts?”

Arcee simply shook her head, groaning in annoyance. “Don’t even think about it, buster.”

Ironhide continued to stare at her as she slowly made her way under the building and on the other side. Several more groans, even louder than his, brought his attention over to see a horrific sight.

Slug was being directed by both Snarl and Swoop, his hands moving right in front of his face. Swoop held one of his arms, directing him forward and under the large building that Ironhide struggled to hold with even his massive strength.

“What happened?” Ironhide asked, his optics growing wide once he spotted Slug’s dark visor.

Snarl pitifully looked at him, gently pushing Slug underneath the building. Once Slug was on the other side with Swoop, he turned towards Ironhide and explained, “Something happened…Vortex…he and the Combaticons they-“

“That’s all I need to hear.” Ironhide growled, his hatred towards the Combaticons growing.

Once Snarl ducked under the lowering building, Ironhide clenched his fists in anger, his fingers making scratch marks on the crystals. He hated every time Vortex extracted information out of poor Autobot scouts, only decreasing their amount of ground soldiers they had on Cybertron. Vortex’s ways of torture was awful…and it always gave him nightmares to just imagine it.

A gentle touch on his cheek brought Ironhide to look down.

Fluttershy lowered herself down, blushing slightly after she had placed a kiss on Ironhide’s metal cheek. It was a sign of thank you for saving their lives during this battle, and he definitely deserved it.

Flying down to join her friends, Fluttershy followed them one by one as they made their way under the building on the other side. Twilight smiled up at him.

“Thanks, Ironhide.” Twilight smiled gratefully and ducked under the fallen building.

“Yeah…thanks.” Rainbow Dash muttered, deciding to fly under instead of simply walking.

Ironhide watched as each mare made their way under the building and on the other side, giving their own little thank you, causing the Autobot to smile. Ironhide saw each, remembering their names. Twilight, Fluttershy, Rainbow Dash, Rarity, Pinkie Pie, and….oh no.

Oh no…

Ironhide sighed, really hoping that the next pony didn’t notice him and just kept walking. After what he said to her…she must hate him for every bit she had. Ironhide retreated his gaze from the farm pony, mentally groaning once she looked up at him.

After a few moments of scary silence, Ironhide had expected her to lash out at him, telling him that she never wanted to see him again for as long as she lived. But the shouts never came…neither did any sound for that matter.

Looking down, Ironhide opened his optics and gazed into Applejack’s eyes.

He found himself lost in them. Those twin emerald eyes caused the Autobot to lock his gaze to them. Both pony and Transformer stared at each other, neither one saying a word or breaking the bond they were rebuilding.

It wasn’t soon enough when Applejack began talking…almost quietly.

“Ironhide…” Applejack began, her voice high and tiny, “Ah…Ah…Ah jus’ want ya ta know that Ah’m deeply sorry…fer everything. Ah just want ta give ya mah most sincere apologies fer yellin’ at ya, sayin’ Ah didn’t want ta be yer friend anymore. You are mah friend….and Ah love you like a friend should…”

The Autobot smiled. She forgave him…she forgave him for yelling at her. He wanted to apologize as well, tell her that he never meant to hurt her in the first place, but the building began to make a creaking noise, instantly causing Ironhide to fall to his knees.

Applejack backed off, getting a sudden feeling of doubt once Ironhide looked down at her.

He forced a smile and said, “That…that’s real nice, kid…but please…just go….I can’t hold this anymore.”

“But….b-but-!” Applejack retorted, stumbling over her words.

Ironhide hunched over again, this time the building nearly crushing him. He looked at Applejack, his optics pleading as he said, “P-please….Applejack…please go….we’ll see each other again after this is over…how ‘bout that, huh?”

Suddenly realizing that he couldn’t take much more, Applejack tilted her hat to him and galloped out of the fallen building, arriving to the other side. She was met with a gentle breeze followed by more ashes hitting her chest.

Turning around, Applejack gazed longingly at the Autobot that had saved her life. Ironhide backed away from the fallen building, eventually dropping it and disappearing on the other side.

She sighed again, facing the road ahead of her.

‘Okay…let’s finish this.’ Applejack confidently thought in her mind and made her way forward.

She was immediately met with the rest of her friends, all of them staring forward in shock. After quickly realizing that the Autobots included had stopped, Applejack looked passed her friends and finally found out why they had stopped on their journey to save their home.

The entire Changeling army stood before them…including the dark presence of King Sombra.

____________________

Twilight had made it safely on the other side, gently shaking her body to get the ashes off. Once she had watched the rest of her friends make it safely underneath the building, she had trekked forward, eventually running into the back of Bumblebee’s leg.

“Huh…what’s going-?” Twilight ventured, turning her head around Bumblebee’s leg. The reason for all the Autobots to stop was clear…

The Changeling army stood in their way.

A sea of darkness covered the crystal road, followed by hundreds of blue eyes and hissing noises. Several Changelings flew above or crawled across the crystal houses, but most of them stood in the street, blocking their only escape to the Crystal Castle.

They were so close…

And yet so far…

The Autobots all stood in confusion as to why this army stood before them, mostly Magnus and his team trying to figure out what these strange creatures were in the first place. Jazz, Bumblebee, Cliffjumper, and the three Dinobots knew what these creatures were, and they were already being prepared for the battle at hand.

“Get the girls back…now.” Jazz hissed, waving his left hand back behind him while he activated his scatter blaster. He had seen what these Changelings could do: morph into Transformers and take their exact strength. But that wasn’t the only reason he was telling the ponies to get back…

Right before Bumblebee could tell the six equines behind him to back away, he was surprised to see Twilight and her friends slowly trot by him, making their way towards the army.

“I said get back!” Jazz sharply whispered, nearly leaping towards the ponies to protect them once the Changelings began to hiss in hunger.

Oddly, the Element Bearers glared them down, taking hard steps closer towards the Changeling army. Right before they were only a few feet from the first Changeling soldier, Twilight stopped, the rest of her friends mirroring her.

Cliffjumper nudged Jazz, causing the Autobot to turn his way. Cliffjumper pointed upwards, his optics growing wider with his finger shaking. Following his gaze, Jazz nearly gasped at what Cliffjumper was actually pointing at.

It was a unicorn, a male unicorn for that matter. He hovered above the Changeling army, his cloak of darkness acting like mist in the dusty air. The unicorn had gray skin, his eyes dripping with red liquid and purple mist leaving his iris. His mouth bared fangs of several sizes, each one dripping with saliva.

For once they all just stared at each other, the Autobots with the Changelings and the ponies with the unicorn. No one moved…no one made a sound….that would soon end.

Twilight, Rarity, Fluttershy, Rainbow Dash, Pinkie Pie, and Applejack all stared at the Changeling army, immediately looking upwards towards the unicorn King and growling in hatred. The King looked down at them, smiling once he had finally gotten his slaves’ attention.

Out of all of them, Rainbow Dash was the one to shatter the silence.

“Sooo….where’s your girlfriend at, Sombra?” Rainbow spat out his name as if it was dirt on her tongue, filling her mouth with distasteful grime.

Now all the Autobots who had been staring at the massive army brought their attentions towards this new argument that was soon to erupt, their gazes shifting from the mares they were sworn to protect and the unicorn every time one of them spoke.

King Sombra glared at the Pegasus, his fangs clenching in hatred. He actually began to chuckle, finding the word “girlfriend” to be implied with Queen Chrysalis. He laughed at them, sending chills down the mares’ backs.

After his laughter faded away like his continuing trail of darkness, he spoke calmly and clearly, “Awww…you must mean that excuse of a ruler, Queen Chrysalis,” he held back another chuckle, smiling down at them, “Well, if you truly must know, I have shown her how useless her rule is. And I have taken her subjects,” he lowered himself to the ground, gently stroking the nearest Changeling’s head, “to be under my servitude.”

The one Sombra was petting; its eyes flashed a dark green and red for a brief moment.

Each mare exchanged confused glances, eventually falling down on Twilight. The lavender unicorn looked at him, her eyes brimming with rage and curiosity. “H-how did you take her entire army? What could you have possibly done to cause Chrysalis to back down?!”

King Sombra chuckled again, this time with the Changelings joining him. After shaking off the humor, he spoke, “I have shown her what true fear looks like. And by doing that, I have sent Optimus Prime and Megatron to their worst nightmares, to face their demons head on,” He rubbed his hoof against his chest, looking quite proud of his handy work, “They are most likely terrified by now, crying in the nearest corner to get the horrible visions out of their heads.”

After mentioning their leader’s name, the Autobots all activated their weapons, not really caring how powerful this creature was. The six Elements stared at the King, their jaws almost hitting the ground.

“W-what?!” Rarity screamed, “Y-you can’t do that!”

“Yeah!” Pinkie Pie chimed in, “Optimus is stronger than that! He isn’t afraid of anything!”

After another short laughing period, Sombra glared at the six mares, his smile never broken. “Oh really?” he asked, “Then how was I able to go into his mind and see all the horrors he has faced over eons of endless warfare? How come I was able to find out that his worst fear….was losing you?”

He pointed his gray hoof to Twilight Sparkle.

Twilight took a step back in surprise, her eyes growing wider as did the King’s smile.

“W-what?”

King Sombra smiled, already beginning to explain.

“Yes. It seems that even though he has surpassed each dreaded moment on his home world to the very confines of his mind and being, he could not hold back the fact that if he lost this world and everypony on it…that it would indeed break his spirit,” King Sombra straightened up, smiling wider at all the horrified expressions he received from each pony, especially Twilight.

When no one responded to him, he continued, “Optimus Prime’s spirit and potential as the last Prime is gone. Now that he has seen his worst failure for his own eyes, it has truly given him nothing left to live for. He loved this world and everypony on it, and to see it burn up in flames has crushed his very heart, or whatever he has pumping life through him!”

He looked down at his slaves, his smile disappearing and only a frown present.

“Your friend is gone, Elements of Harmony. Accept it…for he is never coming back.”

For only a few moments, the ponies looked at the ground in shame, as if actually listening to this trickster and believing what he had told them. Twilight stared at her hooves, her spirit quickly falling. After a short while, she was barely looking up to see King Sombra look down at his Changeling army, as if preparing to make them attack.

No.

She knew Optimus Prime…she knew that he never gave up. She knew that Optimus would never falter or bow down in surrender. Optimus Prime was her friend….and Twilight Sparkle knew King Sombra was lying.

“NO!” The unicorn screamed, her horn glowing fiercely. To her surprise, she saw as Sombra glared down at her, his eyes glowing red with anger. She smirked, knowing that Sombra was figured out.

She continued with her horn glowing in the darkness, “You’re lying, Sombra! I’ve known Optimus Prime for far too long to even once believe that he would give up all hope! He lives for freedom and prosperity among all living beings, and he fights those who dare try to destroy peace….those like you.”

King Sombra roared in anger, his cloak growing darker each second.

“I may not be a Prime,” Twilight shouted, “I may not even be that important of a unicorn! But I know one thing for sure….I’m going to defend my home…from the likes of you!”

King Sombra bellowed, raising his hoof in anger, “I GROW TIRED OF THESE GAMES!!!” He looked down at his newest army, pointing his hoof forward and shouting, “KILL THEM ALL!!!!!”

That was their order…given by their King.

Instantly, the entire Changeling army sprinted forward, most of them taking the forms of the six mares or morphing into the large Cybertronians right behind the ponies. The sky was filled with darkness, the Changelings overcoming Twilight and her friends.

“WHERE ARE THEY?!” Ultra Magnus screamed, swatting his hand to block away the black creatures biting at his armor.

A bright light filled every single Autobots’ optics.

It was almost too fast once the army of Changelings cleared, leaving only the panting mares and the confused Autobots. Jazz looked over at Twilight, whose horn was glowing faintly and her chest rose and fell at a fast pace.

Twilight turned towards Jazz, her frown quickly being replaced by a worried expression. “I cleared out the first wave, Jazz! But we need help to take out the rest of them!” She shouted to him, her glared towards the Changelings returning.

Jazz nodded at her, pointing his scatter blaster forward and screaming, “Autobots, let’s clear these streets!”

None of the twelve Autobots cared that they saw the large army of Changelings flying towards them, they didn’t even care that they saw most of them morph into clones of themselves. Their one and only priority was protecting the Element Bearers…with their lives if need be.

The Autobots raced forward, firing or smacking their weapons at their very own clones. Most of them disintegrated into their original Changeling forms while others scurried or flew away in fear of being killed. Jazz smacked his shotgun against the head of his clone. The doppelganger fell on his back, watching as Jazz stood over him and shot him square in the face.

Once his clone died and morphed back into the Changeling with no head, Jazz brought his attention over to Twilight and her friends, knowing that he was clear for a few seconds.

Rainbow Dash and Applejack mostly cleared the path, ramming or bucking the Changelings that were meant to dive-bomb them from above. Both Rarity and Twilight shot several energy beams from their horns, shocking the Changelings before they even had a chance to react. Fluttershy got behind Pinkie Pie; quivering every time the pony fired her party cannon at the insects.

Twilight shot more and more magical blasts from her horn, instantly clearing her and her friends a path so they could get closer to King Sombra, their one target for ending all of this. The student of Celestia wasn’t thinking and just ran right into the head of battle. She knew they couldn’t stop Sombra without the Crystal Heart, but her mounting rage she held for that wretched King followed by that King calling her friend, Optimus Prime, weak…was too much.

So the six equines dashed forward, smacking or blasting away the foolish Changelings that tried to harm the Elements of Harmony. Twilight kept her eyes hard focused on King Sombra, her anger ready to burst.

“Girls,” Twilight barked, stopping in her tracks, “cover me!”

Almost instantly, Rarity got right by Twilight’s side, electrocuting any Changeling that tried to get near her fellow unicorn. Applejack took the front and bucked the insects away with her powerful hind legs. Rainbow Dash took to the skies and cleared away the flying creatures nearing her friends. Once again, Fluttershy merely trembled near Rarity while Pinkie Pie fired endless ammunition of party streamers and glitter at the dark insects.

Just as instructed, the mares covered their friend Twilight, waiting for whatever she had in store for the so-called ‘King’.

Twilight Sparkle planted her hooves on the ground hard, she glared at King Sombra hovering above her, and King Sombra glared back. She closed her eyes, focusing every drop of magic she had on this blast. Using every bit of skill and knowledge she had learned over the past into action, her horn flared up, creating streams of energy that soon overcame her very being.

A purple light shined around the unicorn, bathing the dusty area in a warm, purple glow. Twilight began to break a sweat, biting her lower lip on this amount of power she was obtaining. Even though the Crystal Heart was the only thing to kill Sombra, she was sure going to do some damage on the King when she unleashed it.

And what a sight it was.

Twilight nearly flew back, but her planted hooves kept her from doing just that. Her horn exploded, sending the powerful beam of energy towards the King. Sombra’s eyes grew wide, the power overcoming his entire form.

It turns out, the blast was so powerful that the Changeling army stopped fighting and stared in awe at its might. In the blink of an eye, the beam exploded, causing each Changeling to disintegrate into black dust.

The dust cleared….leaving only very confused Autobots in the wake of chaos.

They looked around seeing nothing but black dust raining from the sky along with that faint purple glow in the distance. Once the dust faded away, each Autobot got a good look at what exactly destroyed the Changeling army.

Twilight Sparkle stood there, panting profusely.

She opened her eyes and blew on her horn, the heat from it leaving in an instant. Twilight stood back up to full height, the friends and companions around her slowly doing the same. Soon enough, the Mane Six were back up and looking as healthy as ever, their smiles quickly growing back.

“We…we did it…we did it.” Rainbow Dash sighed heavily, rubbing a hoof through her sweaty mane.

“No…” Rarity smiled, looking over to her fellow unicorn and placing a hoof on her shoulder, “Twilight did it.”

Twilight smiled valiantly once her friends slowly approached her, patting her shoulders or giving her a quick hug. She did indeed finished it. It may have drained her magic but it was worth it…King Sombra was de-

“IS THAT THE BEST YOU CAN DO?”

Each mare froze in place, eventually trembling pure fear once that dark voice reached their twitching ears. Rainbow Dash took a low position, growling into the dust. Everypony turned their heads in complete circles, trying their absolute hardest to locate the owner of that dreaded voice.

Slowly, they heard the sound of hoofsteps reach them.

Facing forwards, the mares slowly shrank back, fear quickly taking over when those twin red eyes glared them down. Even Rainbow Dash fell prey to fear once that dark figure came into view.

Once the dust cleared around him, the mares gasped, eyes growing wide once they saw King Sombra still standing.

Turns out Twilight did do quite a number on him. That blast had singed his coat completely off, leaving only red muscles and bones on his being. Rarity gagged, almost vomiting to see the skull of a King Sombra glare at her, the skin slowly growing back.

Soon enough, King Sombra’s form quickly returned, his skin reforming all across his body and his robes replenishing themselves. After smoothing out his misty mane, King Sombra breathed in and glared at the six mares.

He smiled.

“LET ME SHOW YOU SOME REAL POWER.”

“No, stop him!”

King Sombra turned his head around, growling once he saw those wretched Autobots dashing towards him, guns firing. In a quick instant, Sombra fired an energy blast from his horn, sending each Autobot into nearby houses or on their backs.

Jazz looked up from where he had fallen, his mouth dropping to see Sombra look down at the trembling mares.

The King of the Crystal Empire glared at the Element Bearers, growling and shouting, “DID YOU REALLY THINK YOUR LITTLE MAGIC SHOW COULD STOP ME?! I DON’T HAVE TIME TO SLOWLY IMPRISON YOU IN YOUR OWN MINDS; I’VE ALREADY WASTED TOO MUCH TIME! INSTEAD….I’LL JUST HAVE THE HONOR OF BLOWING YOU TO A MILLION PONY BITS!!!”

Quickly, King Sombra’s horn flared up a jet black, the dark magic sparking once he began to summon the mighty power from his being. Jerking his head downwards, he sent his strongest blast towards the six ponies…

‘Goodbye, Elements of Harmony…your souls will rot in Tartarus.’

Immediately finding warmth in the embracement of her closest friends, Twilight held on to Applejack and Pinkie Pie for dear life, the rest of her friends doing the same. How could she be so foolish? Her anger towards one of the most powerful beings in all of Equestria had cost her and her friends their lives. How could she live with herself now…knowing she was the cause of her friends’ deaths…including her own.

She wouldn’t live with herself for long….the beam quickly arrived to them.

Jazz wanted to scream but found no time to do it.

Be it stupid or incredibly brave of him…Jazz dashed forward…ignoring his own words of survival during the times of war. Ignoring the very words he had told Pinkie and the others. He had seen the terrified looks on his friends’ faces, a look he had seen so many times before on this world. Jazz had once believed that these ponies were just strange little aliens from a different world…but over the course of time…they had become his friends…and he would do anything for them.

He also believed that he would die giving up his life for freedom.

He succeeded.

Jumping forward and using his own body as a protective shield, Jazz felt an intense pain rip through his chest, followed by the splintering daggers tearing up his spark. He had jumped in front of the blast…saving his friends.

Once the blast fainted away, Jazz’s useless form hit the ground with a powerful thud, causing the six ponies to look around in a daze. Some of them rubbed their heads, as if questioning why they were still alive...but one other…Pinkie Pie…quickly found out what happened.

Gasping, Pinkie let loose a volley of tears once she had found him…

Jazz.

“NOOOOO!!!!” Pinkie cried, dashing forward and placing her hooves on Jazz’s chest.

After they realized what had happened, the other ponies raced towards their pink friend, looking down at the Autobot that had sacrificed himself for their safety. Pinkie Pie pounded her hooves on his chest, several tears raining down and hitting the dark crystal protruding out of Jazz’s form.

“JAZZ!!! NOOOO!!!” Cliffjumper bellowed, quickly standing up and whipping out his assault rifle.

While the ponies cried over the dead Autobot, King Sombra snarled, stomping his hoof on the ground, “WHAT A WASTE OF DARK CRYSTALS!!!”

Although that is all he had the chance to say. Recoiling back, King Sombra looked at where the direction of the shot had come from. Ten Autobots ran towards him, firing endless amounts of bullets that merely penetrated off his deathless form.

Already knowing he had done enough damage, King Sombra faded away, melting into mist and taking to the skies to spread his infection even more.

The Autobots continued to fire at the misty shadow, their fury quickly dying down once they heard the several whimpers from behind them. Bumblebee was the first to turn, followed by Cliffjumper, Magnus and his team, and the Dinobots (Swoop and Snarl only). Slug remained motionless behind the group.

Pinkie Pie had her hooves pressed against Jazz’s chest, the tears raining down her face in rivers. The other mares stood around the Autobot in sorrow, each of them shedding a few tears. Rainbow Dash was the only one not crying; instead she stared at the ground as if wondering if this was all really happening.

The other Autobots quickly surrounded Jazz, Arcee placing two fingers near his throat. Pinkie Pie stared at her, refusing to take her grasp off of Jazz. After a few seconds of scary silence, Arcee looked up, backing away in shock.

“He’s alive!”

____________________

Cliffjumper chose to drag him across the ground.

If anyone dared try to do it, he would either punch them or scream at them to back off. Jazz was his best friend…and he was the one to carry him.

Grunting in exhaustion, Cliffjumper looked down to see where his hands were grasped around Jazz’s shoulders, pulling him across the tattered grounds. He pulled even harder, not even giving a frack about how tired he was.

“Come on, Jazz…come on you gotta pull through, man.” Cliffjumper muttered under his breath, pulling his friend even harder.

Kup continued to motion him forward, eventually finding the perfect hideout where they could fix him up. Bending down to enter the small crystal dwelling, Kup motioned Cliffjumper forward, his optics sad to see the Autobot dragging Jazz across the ground.

“Come through here…this is good spot.” Kup told him, backing away to let Cliffjumper through. Along with Cliffjumper, six very distressed ponies entered the house, quickly galloping over to where Cliffjumper laid his friend down.

Ultra Magnus stopped at the entrance, staring sadly at the scene that was placed before him.

Arcee and Blurr quickly got to Jazz’s sides, immediately ripping off the dark crystals spread across his body and mending the wounds. Springer, Bumblebee, the three Dinobots, and Hot Rod all circled around them, letting the six equines through.

Magnus found this house to be very dark, the only lights coming from the several holes scattered across the ceilings and walls. The rest of the room was flat, giving the injured Autobot room to stretch out his legs fully. Debris and trash littered the ground, small dust particles danced around in the small bit of light bursting through the holes scattered across the holes.

Once he had joined the group, Magnus stood in the back and only watched as Arcee and Blurr continued to work on Jazz, in hopes of saving his life.

Pinkie Pie wanted to rush forward, eventually getting stopped by Hot Rod who held his hand in front of the six equines. They all looked over his hand, staring in horror at the operation that was being performed.

Everyone flinched once Jazz jolted his chest upwards, screaming in pain.

“No! We’re losing him!” Blurr shouted, using his Buzzsaw to rip off the remaining crystal near his chest. That seemed to be what caused Jazz to scream in the first place.

Arcee smacked Blurr’s hand away, screaming as well. “NO! No more! We can’t touch those crystals anymore or they’ll rip his spark to shreds!”

“What do you suggest we do then? Because I’m out of ideas, no ideas at all, nope, none, nada, not at all!” Blurr quickly explained, morphing his Buzzsaw back into his normal fist.

The feminine Autobot turned towards Jazz, his visor flickering blue. She felt a singe of sorrow for him, how she wasn’t able to save him. Standing back up and backing away, Arcee looked at the ground and muttered, “I’m sorry…we can’t do anything.”

“No,” Pinkie cried, struggling to push away Hot Rod’s hand, “You gotta try something, you just gotta!”

Arcee looked down at the trembling pony, and then turned her gaze towards Magnus. He seemed to have been looking at Pinkie Pie too, his expression just as sad as hers. He gave her one curt nod before returning his gaze towards the crying equine.

“I’m sorry, Pinkie Pie,” Ultra Magnus sighed, “But there is nothing we can do…not even we can rebuild a Transformer’s spark after it has been destroyed. All you can really do now….is say goodbye.”

The six mares looked at each other, Rainbow Dash finally beginning to break down. Ultra Magnus looked at the young warrior of his team, slowly nodding.

Hot Rod sighed, lifting up his hand and watching as the six ponies scrambled towards the dying Autobot before them. Pinkie Pie stood on her hind legs, her hooves pressed against Jazz’s shoulder. After knowing that she couldn’t touch his chest, the pink mare broke into endless tears, smacking her forehead on Jazz’s shoulder.

Everyone stood there….just….staring as the six equines embraced their dying friend. Fluttershy crying as Applejack held her trembling body close to hers, softly patting her on the back. Rarity stood by Jazz’s abdomen, her eyes suddenly shifting to unnaturally sad as she broke down into tears of sadness. Twilight placed her hoof on Jazz’s head, whispering something that nobody caught. Rainbow sat there…staring at the dying Autobot.

But Pinkie Pie…oh Pinkie Pie was the worst. Even though they couldn’t, the Autobots wanted to cry, wanting to know how true sadness felt by letting strange liquid leek from their optics and splash against the ground. But they weren’t organic…they couldn’t cry.

Pinkie Pie’s tears eventually stained her face, causing her to wipe her nose with a forehoof before bringing her cheek down on Jazz’s shoulder once more, whimpering words of sorrow.

“Please…,” they heard Pinkie whimper, “please, Jazz….please don’t go away….I need you…please stay here….I don’t want you to go away….I love you, Jazz….I love you…”

These were such powerful words. Love. But the Autobots knew that she could never love a Cybertronian, they were simply really close friends, friends that had come to care for each other over the past. And seeing a friend die right in front of you….that brought the emotions up and out.

But it seemed…he wouldn’t die without saying goodbye himself.

Jazz’s visor lit back up only slightly, only to continue to flicker. Pinkie Pie stood her ground while the other ponies stared at Jazz’s face, coming in closer next to their pink friend. The Autobots leaned in closer, their hearing processors ready for every word he might say.

Slowly…Jazz titled his head over to where he was met with a pink, adorable face, stained in tears with her mane deflated. Jazz breathed in heavily before forcing a smile to his newest friends.

“…Sup, girls?” Jazz wheezed before coughing heavily.

Twilight stepped forward, fully knowing that Pinkie Pie couldn’t form a complete sentence for the state she was in. Looking at Jazz with tear-filled eyes, Twilight asked, “Jazz….you….you saved us?”

The Autobot stared at her for a few moments, coughing again and smiling slightly. “Hey….I’m pretty sure any other Autobot would’ve done the same.”

Once he said that, the Autobots lowered their heads in shame. They knew they would have never been able to do that for they were too far away…and that they were just too scared to give up their lives for them.

But Jazz…he didn’t care what happened himself…that’s why he was the best there was.

Twilight found the courage to look up, nearly breaking down once she saw Jazz’s visor fade away. Jazz breathed in again, doing that caused the visor to glow back up again, giving him more seconds for life.

She closed her eyes, letting the tears fall.

“I’m sorry, Jazz. It was my fault,” Twilight admitted with her voice cracking, “If I hadn’t been so stupid as to attack King Sombra head on then you would’ve never had to do that…I’m so sorry….I’m sorry.”

Even on his deathbed, Jazz found this amusing and chuckled, those chuckles turned into wheezy coughs, forcing Jazz to lift up his hand and cover his mouth to keep the Energon in him.

He looked at the sad unicorn, gently smiling and saying, “…Hey…I’ve been alive for a long time, Twilight, and I’ve seen some tech-heads over the past years on Cybertron. But none of them…not even Perceptor…are as smart as you.”

Twilight stared at him, tears rolling down her cheeks. When she didn’t respond, Jazz continued, “You have to trust in yourself, girl. Trust that you can make the right decisions. And what you did proved that you have the skills and the power to lead. What happened to me doesn’t matter, Twilight, all that matters is that spark inside of you,” he touched her tiny chest with a weak finger, “You’re gonna make a great leader one day….I guarantee it.”

The unicorn stared at him, finding the reason to smile at him before breaking down into more tears, facing away from her dying friend.

Jazz breathed in and out several times, eventually turning his head down more to see the other ponies he had come to love over the past few days. Smiling at each of them, he began, “All of you…are…are the best comrades I ever had the honor of fighting next to. And even though….even though I was mean sometimes…it only…it only made me love ya’ll even more.”

He looked at Rarity, “You’re beautiful,” he looked at Applejack, “you’re caring,” he looked at Fluttershy, “you’re kind,” he looked at Twilight, “you’re smart,” he looked at Rainbow Dash, “you’re trustworthy,” he finally looked at Pinkie Pie, “and you’re my friends….no matter what.”

Pinkie Pie leaned in, nearly pressing her hooves against Jazz’s cheek as she cried, “Please don’t say that, Jazz. You’re…you’re not gonna die…I don’t want you to…you…y-you have to stay here…with me.”

Jazz lifted up his finger, gently rubbing Pinkie’s chin. Wheezing hard, he slowly stated, “We don’t always get what we want, Pinkie Pie.” That didn’t seem to raise her spirits any higher for she broke down into tears, the droplets hitting Jazz’s cheek.

Once she calmed down a bit, Jazz continued with her light blue eyes locked with his flickering visor, “What did you tell me that one time, girl? You told me to always smile…no matter how bad the situation was…you always told me to laugh in the face of danger…and now….I always have a reason to smile, Pinkie Pie….thanks to you….I’ll…never….I’ll never….” He coughed hard, this time spilling liquid Energon on his chest.

The Energon fell to the crystal floor, painting the ground light blue.

Pinkie Pie sniffled, wiping her nose and looking Jazz right in his visor. She could see her reflection dance over his glowing visor, only making her sadness grow once she saw it glowing darker.

Leaning forward, Pinkie placed a soft kiss on Jazz’s cheek, her final goodbye.

“Stay smooth, Jazz.” Pinkie whispered close to him, falling to the hard ground and backing away to regroup with her friends. They all hugged her, knowing that their friend was hurting and they must help heal the wounds.

After feeling his life slip away so many times, Jazz coughed hard and looked around, his visor landing on Cliffjumper who refused to leave his side.

Cliffjumper…he had been his friend for as long as Jazz could remember. Memories flashed behind his vision, their times when they had to save Grimlock in the Sea of Rust, the times when they took down the Space Bridge….and the time they evacuated all the Autobots to the Ark. Any type of sorrow back then was forgotten in an instant…this moment right now….was all that mattered.

Holding out his hand, Jazz wheezed, “Cliff…I need to tell ya somethin’.”

The red Autobot stared at the hand stupidly before finally realizing what gesture this was. Using his own hand, Cliffjumper gripped Jazz’s in a powerful yet soft grasp. He held it tightly, gazing in Jazz’s fading visor.

“I…need you to know….that I will always love you, man…you were my brother…and it has been an honor fighting side by side with you.” Jazz gasped, gripping Cliffjumper’s hand even harder.

Cliffjumper closed his optics tightly, slowly opening them and muttering, “We’re brothers, Jazz. Forever and always….We fight together, we survive together, we die together….”

Jazz looked away, his grip loosening on Cliffjumper’s. He gasped again, his red lights flickering at a fast pace. “I need you to fight on, Cliff. Fight on for the Autobots,” he lifted up his other hand and grabbed Cliffjumper’s shoulder, “I never want you to give up, ya here….you fight on, man….promise me you’ll never give up.”

Cliffjumper nodded, nearly squeezing what life there was out of Jazz’s hand.

“I promise.”

Jazz nodded softly, releasing his hand from Cliffjumper’s. After a short moment of silence, Jazz finally found the willpower to get something off his chest…literally.

Everything was lost. Would it even matter if he did this or not? Would it change the battle? Would it...? Jazz realized that doing something, anything right now...would matter. It had been many years or so since he had kept this a secret…and he didn’t know if this would work or not…but…if it did….it would save the Autobots and change the course of this battle. Equestria would be saved if this would succeed…he knew it would work.

It had to.

Tilting his head over, Jazz looked over to the right pony who he knew had the greatest connection with the Autobot in mind. She would change the tide of this battle.

“Rainbow Dash…”

The sudden utterance of her name brought the Pegasus to lift up her head from the ground, staring at Jazz with big, magenta eyes. Slowly getting up to her hooves, she made her way towards the dying Autobot, staring into his visor.

They shared a quick bond before Jazz gasped again, reaching for his chest. “There’s somethin’ I need to give you….somethin’ that’ll end this battle and save your world.”

Rainbow Dash’s eyes grew wide, but she remained silent knowing that Jazz had chosen her for something that would save Equestria. Keeping her eyes focused on him, Rainbow watched as did everybody else in the room as Jazz tapped his chest, slowly spreading it apart.

The dark room was bathed in a warm, blue glow as Jazz reached into his open chest, wincing slightly in pain. After a quick jerk, the blue light was in Jazz’s palm, where he extended it to the surprised Pegasus.

Holding out her hooves, Rainbow felt the heavy crystal land in her hooves after Jazz had dropped it softly. She continued to stare at the crystal, along with her friends, her eyes began to sparkle. It was about as long as her tail, which it glowed an extremely bright blue.

“W-what is it?” Rainbow Dash asked with her voice filled with astonishment.

After a couple more heavy breathing, Jazz looked at her, gently coughing.

“It’s Sludge’s memory core.”

The three Dinobots lifted up their heads in surprise, but kept their mouths shut knowing this moment was too precious to interrupt.

Rainbow’s ears perked up. She remembered that name alright. Sludge was Grimlock’s dead teammate…but…how did Jazz get a hold of it? She never got the chance to ask him once Jazz placed his hand on her cheek, gently beginning to talk in a soft, cracking voice.

“I want you…to give this to Grimlock…and I know he’s a Decepticon now and all but…if it takes the memory of an Autobot…to bring him back….then I would choose no other pony than you, Rainbow Dash, to give this to him.”

Rainbow looked at the ground, then at the core of Sludge, the back at Jazz, her eyes quickly losing hope.

“B-but I don’t even know how to give this to him!” Rainbow quietly yelled, “How does he take it and become an Autobot again? I don’t even know if he’ll listen to me or not!”

She was silenced once Jazz coughed up more Energon, nearly landing on Rainbow Dash herself. He composed himself, looking back at the Pegasus with a small smile.

“You always knew what to do, girl, you just didn’t know it until now.”

Rainbow Dash absorbed his words, really thinking hard this time. She was no egghead…but she did indeed know what to do. Closing her eyes and opening them, Rainbow Dash lifted up her head, a look of grim determination plastered on her face.

Once Jazz dropped his hand from her cheek, Rainbow Dash got on all fours, holding Sludge’s core in her right hoof which caused her to stand on three legs. Getting the core secure, she looked at Jazz, nodding once.

“I’m on it.”

And with that said, Rainbow Dash spread her wings, flew out of the house and into the war.

‘I’m comin’, Grimlock.’

Author's Note

I do not own this awesome song.

Aerial Assault

-CHAPTER XXIV: AERIAL ASSAULT-

“I wear the Autobot insignia with pride!”

-Jetfire

INTEL: Once a Seeker who served alongside Starscream, Jetfire broke rank during the early days of the war to join Optimus Prime and the Autobots. With a background in science, Jetfire warned the Decepticons of the dangers of Dark Energon and was ignored. Jetfire is one of the few Autobots with flight capabilities, which makes him an important resource in the war for Cybertron.

____________________

Jazz no longer lay on his deathbed. He got back up despite the obvious pain.

With his best friend, Cliffjumper, aiding him, Jazz limped out of the crystal house that he had once believed to be his eternal resting place. Cliffjumper had Jazz’s arm slung over his shoulder, keeping his friend up on his feet as they both moved slowly out into the open.

Behind them were the obvious Elements of Harmony; Twilight Sparkle, Fluttershy, Rarity, Applejack, and Pinkie Pie. Rainbow Dash was gone…her mission to save the Dinobot leader had been placed into effect.

Along with the other Autobots, Cliffjumper and Jazz pushed forward, Jazz’s grunts of pain causing him to lower his hurting friend to the ground. Once Jazz had taken a seat on some fallen debris, Cliffjumper stooped to one knee, placing his hand on Jazz’s shoulder.

“You okay, buddy?” Cliffjumper asked with his optics saddening to see Jazz in so much pain.

Jazz slowly nodded, clutching his abdomen once the infection had slowly began to spread. He had lied so that Cliffjumper didn’t have to worry about him much, he didn’t want anyone to know that he was infected.

The dark energy that had entered his spark had slowly spread to his central power core, breaking off the streams of fresh Energon to allow his body to function normally. Jazz knew that his fate was sealed; he was to die in a few hours flat if the infection kept at it.

Jazz looked around, noticing the raining ashes falling from behind him and landing on his lap. He took this time to observe the destruction the Decepticons had implanted on this world.

The sun was completely gone; all that remained were several lightning-filled clouds and the raging fires that burned up the melting crystal houses. Decepticon starships bathed the skylines as well as more and more Decepticon Jets that soared over them. Ashes fell like snow against the ground, the entire empire now colored a dark brown.

The infection of dark crystals had spread amongst the houses, slowly going up the legs of the Crystal Castle. The Castle! Jazz looked back, his mouth open wide to see the Crystal Castle only a few thousand feet away. They were so close!

Suddenly, a tiny whimper came from behind him.

Jazz turned back, glancing at the five mares that had huddled together in fright. Applejack rubbed Fluttershy’s back in hopes of calming the Pegasus down. She lowered her head and whispered calming words into her friend’s ear.

A quick glimmer caught Jazz’s visor sensors.

He leaned in, staring at Applejack’s hat until another glimmer was seen. Grunting a bit, Jazz used the willpower to lift his hand forward, breathing heavily, “…A-Applejack…come here, girl.”

The farm pony glanced at the injured Autobot, slowly nodding and breaking her grip around Fluttershy’s neck. Trotting forward, Applejack looked up at Jazz as if he was father-figure to her. Her real dad died when she was a foal...

Jazz grunted again, holding out his shaking hand towards her.

“…Can…can you take off your hat?” He asked.

Applejack took a step back, not really comfortable with the situation. She looked back at her friends, watching as Twilight nodded her way. Nodding as well, Applejack turned up towards Jazz, smiling softly.

“Uhhh…sure Ah guess.” She mumbled, slowly lifting off her hat and flipping it quickly so the crystal shards didn’t fall out.

Jazz looked down at the hat for a few moments, coughing again and asking, “Can I have the crystal shards? I’ll be sure to give them-“

Applejack lowered her hat to the ground, her eyes shifting to an unsure glance. She looked back up at the injured Autobot, slowly shaking her head. “Um! Ah don’t think that’s a very good idea, Jazz. Mah friends and Ah are supposed ta use the crystal shards ta-“

“I know!” Jazz shouted before his pain quickly took over. He hunched his shoulders forward, grasping his abdomen in pain. Applejack continued to stare at Jazz, unsure of what to make of the situation.

Jazz looked back at her, his visor almost in a pleading look.

“It’s just….it’s just that I don’t wanna see you or any of your friends getting hurt anymore. After that little experience with that unicorn demon, I found out….I found out that that was too close of a c-call. You ponies…are our one priority…and nothing else. I can’t have anything happen to any of you….and those crystals are what are driving those Decepticons to try and kill you.”

Holding out his shaking hand, Jazz gazed into her emerald eyes and pleaded, “Please…I’ll pass on the crystal shards to….to…to Hound how ‘bout that? Yeah….yeah that’ll work. I’ll give them to Hound, you and your friends can sneak over to the castle where Hound will pass on the shards to you. Everything can work out….if you just trust me.”

It was a long shot. Hound could be anywhere in the empire. But despite the others; Sideswipe, Ratchet, Perceptor, Blaster, Ironhide, and Wheeljack, Jazz knew for a fact that Hound wasn’t busy. He had received a comms message through all frequencies; it was Perceptor who said that he and his team were assisting Wheeljack, Sideswipe, and a few others. He had also said that Hound had gone out on his own.

Applejack continued to stare in Jazz’s visor, saddened to see it beginning to flicker. She thought of the offer and knew that it could work. She held her hat close to her chest, thinking if what she decided would ultimately decide the future of her home. She suddenly gazed back at Jazz, frowning to see him in so much pain.

That’s another thing she didn’t understand. Why was Jazz risking so much when he had already been through enough? Everypony had a breaking point…but Jazz just didn’t seem to have one.

Almost coming up with a decision, Applejack looked back at her friends. Twilight and the others looked at one another, slowly nodding in agreement. Applejack sighed, facing Jazz once more.

“Okay...” she quietly said, “Ah trust ya, Jazz, ta do the right thing. Here, take ‘em.” She held out her hat, watching as Jazz lowered his hand underneath it. Dumping out the twelve shards into Jazz’s palm, Applejack placed her hat back on her head, gazing longingly into Jazz’s visor.

Jazz closed his fist, tightening the precious shards so that they were secured. He looked back at the ponies, seeing as Applejack backed away to stand next to her friends.

Nodding, Jazz pointed his closed fist towards the castle and muttered, “Get goin’ now. We’ll contact Hound right away so that he knows the plan,” He looked back at Bumblebee and Cliffjumper, smiling softly, “Bee and Cliff will stay with me…the others…you guys already know….I’m done talkin’.”

Jazz lowered his head to the ground, breathing heavily and tightening his fist. Cliffjumper scowled, not really keen with the plan. But if it was Jazz’s way of saving this planet…then he would give his best friend one last dying wish.

Glancing towards the other group of Autobots, Cliffjumper stomped towards them, planting his hand on Ultra Magnus’ chest. In a not-so-friendly way, Cliffjumper shoved his face in Magnus’, scowling the entire time.

“You know what to do, Magnus,” Cliffjumper growled, “You better protect those ponies with your lives, because if I see one hair messed up in any of their manes,” Cliffjumper pointed to the five mares, completely ignoring that their manes were already tattered. He leaned in, narrowing his optics as he finished, “you’ll end up regretting it.”

Ultra Magnus didn’t even feel bad. He slowly nodded, taking steps back which created space between him and the angry Autobot. Cliffjumper looked over, pointing towards the silent Dinobots and shouting, “You three are with Magnus and his team! Bumblebee and I will help Jazz get to Hound!”

Swoop and Snarl nodded in unison, Slug just staring off into dark space.

Cliffjumper still looked angry, shouting at Ultra Magnus, “Well what are you waiting for?! GET GOING!!!”

Ultra Magnus nodded, turning towards the five mares below him and calmly saying, “Alright, you five come with us,” He faced his team, nodding slowly, “Autobots…let’s roll.”

Magnus led the way with Arcee, Springer, Hot Rod, Kup, and Blurr on his trail. Snarl and Swoop both directed Slug where to go, struggling to keep up with the group. The five mares looked at each other, nodding slowly to one another.

They each got up from where they were sitting, Rarity dusting off her bum where several ashes remained. But Twilight stopped, her head slowly turning towards the three lone Autobots.

Jazz sat on the small pile of rubble, keeping his hand clenched tight to keep the crystal shards secured. She knew darn well that Jazz would keep his promise and give the shards to Hound. Once they get to the castle, they would all need to look for that green Autobot.

Cliffjumper stood by Jazz’s side, mumbling something into his ear that Twilight couldn’t hear from her distance. Bumblebee moved back and forth in a straight line, his blue eyes gazing up into the heavens. He caught the glance of Celestia’s student and looked down at her, nodding once.

“Get going, Twilight,” Bumblebee muttered, “The world needs you now.”

Twilight Sparkle gulped, a sudden heavy weight being placed on her shoulders.

Facing forward, Twilight galloped full speed, struggling to keep up with the group.

____________________

The skies were so dark…that even the most skilled of flyers couldn’t keep their vision clear.

Lightning began to strike, signaling the massive storm that would soon enter the Crystal Empire. Keeping their air dominance, the Decepticon Jets soared across the Equestrian skies in groups of six to take out any unwanted visitors easily.

The jets were shot down in a bright fury of lights, allowing six other jets to fly out of the debris.

These six sported red symbols on their wings….obvious Autobots.

The jet that lead the way sent a message to the five others behind it, telling them what was needed to be done to protect this world.

“Aerialbots, Jetfire on all comms, I got a message from Optimus Prime himself. He says he spotted the Nemesis actually flying towards the Crystal Castle! Now I’m not the one to be questioning the last Prime, but if the Nemesis is here then it is going to cause a massive amount of damage, specifically on and or around the Crystal Castle! Our mission is to take out the Nemesis before it has the chance to even reach the castle, everyone got that?”

A smaller jet soared pass Jetfire, chuckling in his comms, “Hehe…uhh…you lost me after the Nemesis is flying towards the Crystal Castle.”

“No time for jokes, Air Raid, this is serious!” Silverbolt shouted in his comms, flying next to Jetfire.

Jetfire’s voice echoed over everyone’s comm link, “Silverbolt’s right, Air Raid, this job needs to take precise planning and it needs to be finished now!”

Another jet swooped downwards towards the group, this one being more blunt and rude. “Okay, how the scrap are we supposed to take down a ship of that amount of power? You saw what that thing could do to the Ark; just imagine what it could do to the castle!”

Jetfire sighed, fully knowing that they might not return from this airstrike. But if it was to save this world and the ponies he loved then he absolutely would be fine with that. Answering him, Jetfire spoke in a tone that seemed almost devoid of emotion.

“I know, Slingshot, just trust in one another….we’ll get through this.”

It was pretty quiet, despite the explosions blasting throughout the skies from the flying starships bombarding the grounds. The Aerialbots flew back and forth, keeping their locaters focused on anything that moved.

After several more minutes of continued silence, a dark presence soared right over the six Aerialbots, causing each of them to recoil and fly backwards. The massive ship flew right by them, keeping its destination focused on the towering castle ahead of it.

Each Aerialbot stared at the massive vessel passing them, each of them gasping once the large Decepticon insignia appeared on its side.

“It’s the Nemesis!” Fireflight screamed.

Jetfire powered up his thrusters, quickly taking off towards the escaping Decepticon ship.

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

All six of them; Jetfire, Silverbolt, Air Raid, Slingshot, Fireflight, and Skydive rocketed forward, their thrusters creating a red trail in the air. The Nemesis was so much faster than them, obviously from its massive size, but that didn’t stop the Aerialbots.

Jetfire led the way, firing several missiles to where he presumed to be a weak point on the ship. The missiles had no effect, only scratching the heavy armor this vessel had.

“How do we fight this thing?!” Skydive shouted, obvious worry in his voice.

Slingshot grunted after his missiles simply exploded on the outside of the hull. “I don’t know just start shooting stuff!” He screamed, reloading his missile capacity.

“We HAVE to find a way, Aerialbots,” Jetfire shouted in his comms, “Optimus is counting on us!”

So they continued, only wasting precious ammunition against this behemoth. The skies became a warzone, infected by dust and fire as more and more missiles rained down upon the Nemesis, no damage being inflicted upon the flagship. Soon enough though, Fireflight got lucky and struck a small sliver in the armor, causing the ship to rumble.

“Did ya see that?! I hurt it! I HURT IT!” Fireflight screamed feeling overexcited of himself.

Suddenly, the outer ridges of the ship opened up, allowing several serpentine tow cables to traverse the Equestria skies in search for their targets.

“Great job, Fireflight.” Air Raid shouted with obvious sarcasm.

Instantaneously, the tow cables swung back and forth for the evading Autobots. The skies had erupted into a full-blown battle zone, with flying tow cables and constant explosions. The Aerialbots dodged and spun out of the way of the attacking tentacles. It was as if an amazing performance was displayed along the heavens. Although no one would be able to witness this amazing feat, the skies were far too dark for anyone to see. Jetfire swooped downwards, a large tow cable on his tail.

Jetfire pushed his nose upwards, doing a large front flip. The tow cable couldn’t keep up and flew right passed him, this allowed Jetfire to fly back down and shot away at the cable. It disintegrated in mere seconds from his machine gun.

It wasn’t long before another tow cable came rushing towards him.

Jetfire groaned, finally realizing that this wasn’t worth it. “We can’t waste any more time with these tow cables, Autobots. We need to find a way inside the Nemesis!” He shouted, trying his absolute best to lose the tow cable chasing him down.

“Here,” Skydive shouted, “let me try something!”

Skydive flew away from the battle with a tow cable chasing him. He turned around, the tow cable doing the same, and flew right back towards the large Decepticon vessel. Skydive flew faster, knowing the tow cable was right on his tail.

Right before he would ram the side of the ship, Skydive swerved to the left which allowed the tow cable to crash right into the Nemesis itself, creating a large entrance.

“There! Not too shabby if I do say so myself!” Skydive gloated, eventually following Jetfire and the others towards his makeshift entrance. Together, the six Aerialbots escaped the tow cables and made it inside the Decepticon vessel.

Jetfire transformed first, perfectly landing on his feet once he was safely inside the Nemesis. The others followed his lead, transforming back to robot mode and taking this time to observe the inside of Megatron’s ship.

“Nice flying, Autobots.” Silverbolt congratulated the group.

Air Raid chuckled, “Silverbolt, do we even HAVE a plan?”

Silverbolt frowned, turning towards his companion and beginning to explain, “Well I was hoping Fireflight could answer that.”

Everyone turned towards Fireflight, whose attention seemed to be on the insides of the flagship. Finally giving up at him, the others looked around the ship, fully observing the insides.

It was dark; actually a dark purple color filled almost the entire room. Turns out, they weren’t even in a room. They were in a launching bay. Jetfire and the others faced the large tunnel in front of them, the long entrance leading to the deeper levels of this massive flagship.

Computers and other mechanisms lined across the walls, although they didn’t really serve a purpose since there was not a living spark inside the ship. They knew this because of Fireflight’s scanning.

Fireflight lifted up his wrist, an entire hologram of the Nemesis appeared where six red dots were located on the side. He pointed to the dots and said, “This is us. To get to the central power core we must go down this tunnel and arrive to the beam conduits. Doing this will grant us access throughout the entire ship and eventually our destination.” Fireflight explained, deactivating the hologram and staring down the long tunnel.

Silverbolt stepped forward, looking back at the group and shouting, “Kick in those afterburners, Autobots! Every second counts!”

He transformed into jet mode, taking off towards the seemingly endless tunnel. Jetfire, Air Raid, Fireflight, Slingshot, and Skydive followed close behind, each of them in vehicle mode. Once they had all caught up to him, Air Raid flew right beside his fellow Aerialbot.

“Silverbolt, I gotta say I wasn’t thrilled when Optimus named you the leader of the squad instead of me.” Air Raid said, feeling a bit drowsy by the utterance of his voice.

Silverbolt groaned, “Oh not this again, Air Raid. You pick NOW to talk about this?”

“No, no, hear me out. What I MEAN to say is…you don’t entirely suck at the job. Y-you know for a guy who’s afraid of heights and all.” Air Raid commented, receiving a few stern glares from the other Aerialbots behind his back.

“Very funny, Air Raid.” Silverbolt muttered.

“It’s a compliment!” Air Raid retorted.

Jetfire flew right between them, eventually cutting off their conversation.

“Cut the chatter you two, we have to finish this now! Optimus is counting on us to stop the Nemesis before it does anything drastic.” Jetfire explained, flying right passed the two and making his way down the long tunnel. The others simply pushed forward, their afterburners helping at that.

It was a quiet flight, the six Aerialbots simply trying to fly straight through the tight tunnel. That is until Slingshot’s confusion was aroused. He flew by Jetfire’s side, eventually asking the one question that seemingly didn’t make sense.

“Hey, Jetfire, I’ve been wondering…how does this ship continue to fly without anyone piloting it?” Slingshot asked.

Jetfire remained silent for a few moments, remembering the events that had transpired before he and the others had been sucked into Equestria for a second time. They were all inside the Nemesis, the bridge to be exact, where Jetfire had clearly heard the ship speak into that terrible voice he had almost blocked out of his memory core.

Trypticon.

He didn’t want it to be true but it was. The Nemesis was Trypticon. He didn’t know how but didn’t want to ask since nobody would know. Instead, he sighed heavily, finally answering his fellow Aerialbot.

“We’ll find out soon enough.” Jetfire lied, knowing the others can’t take in the truth as he has.

Silverbolt and Air Raid sighed; they along with Jetfire were the only Aerialbots to know that this ship was alive and controlling itself.

They all flew down the tunnel for a few more minutes, eventually arriving to the end of it. Once there, all six of them transformed at the end of the tunnel where they arrived to an even large room than before.

This room was actually brightly lit, not being dark purple but white. The interior design flawed what they had once seen in the launching bay. The bay was dark and had a very evil design to it, this room seemed calmer and more peaceful. Of course it wasn’t. Little paths paved the ground while the rest of the ground was covered in tattered pieces of debris and such.

Jetfire walked forward to where he had spotted a large tube of some sorts. The tube contained a massive amount of raw energy from when Fireflight began analyzing it.

Fireflight backed away from the tube, gawking in awe. “From my scans, it says that these are definitely the power conduits. We have to deactivate each one so that the entire Nemesis can malfunction.”

“Well, how do we do that?” Skydive asked.

Silverbolt whipped out his assault rifle, shrugging his broad shoulders. “I don’t know…just start blasting stuff I guess.” Silverbolt ventured.

Air Raid smiled deviously, activating his own assault rifle. “Yeah! Now you’re talkin’, Silverbolt!” Air Raid shouted, shooting away at the power conduits. The other Aerialbots did the same and soon destroyed the large tube with ease.

Instantly, the ship trembled, causing each Autobot to nearly fall on their faces. A painful growl reached their hearing processors, bringing up more questions.

“Did you hear that?” Slingshot asked, eyeing the large room, “Did this ship just…growl?”

Silverbolt, wanting to change the subject quickly, turned to Jetfire and shouted, “Jetfire, how long before the ship hits critical?!”

Jetfire slowly stood back up, deactivating his assault rifle and turning towards the Aerialbot leader. “Every nano-click counts! But we can accelerate the process by overloading the ship’s nerve center! That would definitely finish this vessel off!”

“Well then lead the way!” Silverbolt shouted, waving Jetfire forward. Jetfire acknowledged, taking flight and morphing into jet mode. He took off with the others following close behind him.

As they all sped through the tight tunnels and shifting passageways, the entire ship began to tremble, receiving more painful growls from the ship itself. Slingshot really needed to know why this ship was growling, but decided against it knowing Jetfire would just ignore him.

“Ya see this? The entire ship is falling apart!” Air Raid shouted, dodging the falling pieces of ceiling debris.

“This is good…right?” Fireflight asked.

Jetfire grunted once a large piece of debris hit his engine, almost causing him to flail around in mid-flight. Shaking it off, he answered, “It’s not good enough! When we get to the nerve center we can REALLY cause some damage!”

But no one got a chance to cheer at that…for a massive tow cable crashed right through the tunnel.

The Aerialbots scattered, nearly smacking into each other when they tried to dodge the squirming tow cable the almost hit them. Flying right past it, Slingshot flew right by Jetfire and shouted, “What the scrap was that all about?!”

“The Nemesis is trying to defend itself from us!” Jetfire answered.

“How do we fight an entire ship?!” Skydive shouted, obvious fear in his voice.

His answer didn’t come from Jetfire, nor did it come from any other Aerialbot…it came from above….below….and all around him. Each Aerialbot froze in place, their engines dying down once that deep, wretched voice began to speak.

“AUTOBOT FOOLS. DID YOU REALLY BELIEVE YOU COULD KILL ME FROM ATTACKING MY NERVE CENTER? MERE CHILD’S PLAY! NOW…LET ME SHOW YOU ALL HOW YOU FAILED TO SAVE YOUR PRECIOUS PONY ALLIES….AND YOUR LEADER. ADJUSTING REALIGNMENT. INITIATING ORBITAL BOMBARDMENT OF CRYSTAL CASTLE!”

Slingshot turned to Jetfire.

“I’m starting to get the feeling that this isn’t just a ship.”

Jetfire began to panic, his fears of losing the Crystal Castle were nothing compared to losing Twilight and the Element Bearers…along with the last Prime. He turned his nose towards the others, quickly shouting, “Forget the nerve center! We NEED to take out the orbital strike cannon before it destroys the castle!”

Before anyone could object to that, Jetfire spun around and took off towards where he presumed to be the cannon portion of the ship. The others followed, although none of them caught up.

“Jetfire,” Fireflight screamed, “Keep going! The orbital cannon is dead ahead!”

Jetfire didn’t answer and merely went faster than before. He turned corners, he blasted away walls in his way, and he finally made it. The Autobot transformed and landed perfectly in a room of massive proportions.

This room was by far the largest with a massive cannon in the center. The cannon hung above a large hole in the ground, the hole had to be at least the size of an Autobot Titan. Jetfire looked up, almost gasping in horror to see the large cannon glowing a bright yellow.

“DESTRUCTION OF CRYSTAL CASTLE AT 93% COMPLETION. CALCULATING ANGLE FOR MAXIMUM DAMAGE TO POINT TOP OF CASTLE. DIRECT HIT TO CASTLE TO CAUSE AN EXPLOSION SO MASSIVE RESULT WILL BE CATASTROPHIC. DESTRUCTION OF CRYSTAL CASTLE AT 95% COMPLETION.”

Jetfire gasped, running towards the massive hole laying in the ground. He looked over the edge to see the very top of the Crystal Castle right under him. He backed away, his mind too terrified to come up with a solution before it was too late.

“We’re here, Jetfire! What’s going on?!”

The Autobot turned around to see the other five Aerialbots enter the orbital cannon room. Their presence meant nothing to the Nemesis as it merely laughed at them.

“HAHAHAHA! ENTER FREELY, AUTOBOTS. ALL YOU SHALL FIND IS YOUR DESTRUCTION!”

Slingshot spun around in surprise, although he already knew that this wasn’t just a ship. Turning towards Jetfire, Slingshot was ready for an explanation.

“You mind telling me what’s REALLY going on here, Jetfire?!” Slingshot shouted with obvious anger present with his assumptions.

Jetfire finally realized that if he was going to tell them, then he would have to tell them all fast because the cannon was almost charged up. Facing Slingshot, Fireflight, and Skydive, Jetfire looked at each of them with wide optics.

“Fine! The Nemesis is really Trypticon!”

The three Aerialbots took a step back, surprise striking their minds. Skydive took a look around him, shrugging casually. “Well that explains a lot,” He said. But before long, another thought popped into his mind and into words, “Hey, I thought Trypticon was on Megatron’s side? How come Megatron turned him into a ship?”

Another rumble in the ship brought each Aerialbot to stare at the ceiling, the deep voice of Trypticon answering his question.

“I NO LONGER SERVE MEGATRON OR ANYBODY FOR THAT MATTER! I AM TRYPTICON! AN UNSTOPPABLE KILLING MACHINE! YOU AUTOBOTS DON’T STAND A CHANCE, JUST LIKE THE REST OF THIS PITIFUL PLANET AND IT’S SPECIES! ZEROING IN ON COORDINATES NOW! CRYSTAL CASTLE IS LOCKED ON! POWERING UP ORBITAL STRIKE CANNON FOR MAXIMUM IMPACT! DESTRUCTION OF CRYSTAL CASTLE AT 99%!”

Silverbolt, along with every other Autobot gasped in terror.

“We gotta shut this thing down NOW!!!” Silverbolt screamed and activated his assault rifle. Facing the cannon, Silverbolt fired an entire clip at the cannon which only seemed dented from the weak bullets. Soon, every other Aerialbot joined knowing that they had run out of time, and that anything they did to attack the cannon would have to be done now.

When their bullets did nothing to the heavy armor of the cannon, Jetfire stepped in and pushed Silverbolt aside. “It’s no use, Silverbolt! Our weapons can’t take down this-!”

“ORBITAL STRIKE CANNON AT 100%! IMPACT COUNTING DOWN IN THREE…”

Jetfire faced the cannon, his optics wide with horror.

“TWO…”

The cannon glowed bright yellow.

“ONE…”

Jetfire lowered his head to the ground, his hope lost. He had failed Optimus Prime…he had failed Equestria….he failed the Autobots. Looking at the cannon one last time, Jetfire just prayed that no one important would be harmed when it happened...

BANG!!!!!!

The cannon exploded downwards, sending a massive yellow beam of raw energy directly towards the Crystal Castle below them. A powerful shockwave was created from the blast, sending each Aerialbot back and hitting the far wall.

Darkness overcame their vision.

___________________

-30 MINUTES EARLIER-

IDENTITY: CONFIRMED

SPECIAL OPERATIONS MISSION EXPERT JAZZ

YOUR ENERGON LEVELS ARE DANGEROUSLY LOW

I pushed forward, turns out that was the only thing I really knew what to do right now.

Everywhere where I looked, everywhere I went, I would always see that fracking symbol everywhere. Decepticons had already begun their rule over Equestria; the streets were filled with dead bodies of deactivated Decepticon troopers. Stupid ‘Cons…always trying too hard.

Their undying loyalty towards Megatron met no ends. They didn’t care who they killed or how much pain and wretched suffering they caused. Houses, small little buildings with innocent lives living inside of them were gone in an instant when just one missile would strike the housing. Even though they were nothing but a pile of debris now…I could hear the cries of the crystal ponies inside the rubble. They were begging for someone, anyone to save them from these monsters.

The mark of the Decepticon…the mark of chaos.

A painful quake raged in my lower abdomen, causing myself to release a painful grunt and nearly fall flat on my face. Luckily, my old friend…Cliffjumper caught me and helped me back to my feet.

I could always count on Cliff to be there for me…along with Bumblebee.

The pain I felt was too much, my legs already gave out from the lack of Energon to work properly. Thanks to Cliff and Bee, they slung my arms over their shoulders and dragged me across this tattered landscape. Funny, just a few hours ago this place was bright and sunny.

Now look at it.

No light came from the sun; in fact the sun was gone. The entire empire was colored an eerie dark brown, followed by more ashes falling at a very slow pace. Lightning began to strike in the clouds above, the thunder echoing along with the orbital strikes from the starships.

That was another problem. The starships still sailed above the empire, resupplying the Decepticon army every time they lost a few soldiers. Words cannot describe how angry I was…but they could definitely describe the pain I was in.

I hunched over, Bee and Cliff catching me and lifting me back to my feet. The pain in my abdomen was too intense, the infection of dark crystals had almost reached my power core…it wouldn’t be long before the truth had to come out…

I was gonna die.

Clenching my right fist, I knew I had a lot more to live for. Saving this world and all its inhabitants was my top priority, always will be….always is. The crystal shards that would hopefully rebuild the Crystal Heart remained in my hand; no one was touching these until we reached the right Autobot.

Cliff and Bee continued to pull me across the warzone, my vision beginning to go static for how low on Energon I was. Several if not many explosions hit the ground in front of us, indicating that the Decepticons were hot on our trail. My friends didn’t care about that and pushed forward.

“…Come on, Jazz! We’re almost there! Stay with me, buddy! STAY WITH ME!” Cliffjumper shouted, firing several blasts from his repeater behind us.

I looked up, although didn’t have enough time to whip out my scatter blaster when a Decepticon Jet transformed and landed in front of us. Thankfully, Bee pointed his right fist forward, the hand transforming into an assault rifle as he blasted the head off the ‘Con.

“Yeah! Taste that, Decepti-creep!” Bee shouted with glee, struggling to hold my weight around his shoulder.

Suddenly, my head perked up when the recognizable, deep, and friendly voice came from in front of us. I smiled…fully knowing that we have finally arrived to our destination.

“Is that who I think it is?” Hound’s voice came from the shadows ahead.

Soon enough, we all saw those twin blue optics glowing in the distance. Once the dust cleared and we all moved forward, I finally caught a glimpse of our comrade, Hound.

The battle seemed to not take so kindly to him at all. His armor plating was shredded, Energon was leaking out of his legs, and his face bore only a smile as he waved us forward to him. He welcomed us closer with open arms and a….smile?

Something was off….it was that smile. I’ve never seen Hound smile like that all open mouth showing us his teeth and all. Usually back on Cybertron he just gave us a little smirk or if he was really happy, a closed grin.

I ignored that, knowing that the pain I felt and the mission were far more important than some stupid observation gone wrong.

Looking over to my left, I heard Cliffjumper shout, “Did you get our message?!”

Hound nodded, continuing to wave us towards him. “Don’t worry, just give me the shards and I’ll take care of everything!” Suddenly, Hound’s expressions turned dark, and his optics began to fade from its once glowing blue color.

“You do have the crystal shards, right?” He asked in an even deeper voice than I remembered.

I nodded, wincing in pain as I shoved my fist towards him.

“Yeah! I-I got ‘em!” I managed to shout, nearly a few feet away from my Autobot brother.

Once Cliff and Bee lowered me down to Hound’s height, Hound looked me over and caught me by my shoulder, making sure I didn’t fall flat on my face. I looked at his expression, wanting to thank him for taking this daring mission in the first place and give him the shards…..

….but I finally realized something.

Hound smiled, his optics flashing red for a spilt second.

“Good….now there’s just one more thing to take care of…”

Before I could react, my expression changed to shocked terror when I looked down and saw Hound morph his right fist into a path blaster, aiming right at my chest.

An ear-cracking bang echoed through the air, followed by my painful cries. I couldn’t help it, the amount of pain I felt right now had increased to an all new level. Along with the feeling of pain…the pain of betrayal had befallen not only me…but my friends….and the Autobots.

I flew backwards, landing hard on my back. My vision flickered before my sight. Even with the newly made hole in my chest, sending sparks and Energon and such across the ground, I looked up to see Hound finish what he started.

“NOOOOOOO!!!!” Cliffjumper screamed, although he didn’t have any time to react as well.

Hound spun towards him, aiming quickly and blowing off Cliff’s right leg. Energon splattered across my vision, but it wasn’t nearly as terrifying to see Hound shoot his fellow Autobot in the back…just like that.

Cliffjumper’s shoulder exploded, causing the young bot to fall forwards and land flat on his face, his severed right leg following him.

Bumblebee activated his assault rifle and pointed it at the traitor. But Hound was too fast, smacking Bee’s gun away and shooting him in the throat, causing the yellow bot to fall backwards just like I did. Bumblebee melted to the ground, his entire body falling limp.

The amount of pain and betrayal I felt was nothing compared to this new feeling: fear.

I looked forward, my vision static to see Hound casually walk over to me, his hand morphing back to normal. He slowly approached me, taking a knee right by my side and opening my fist by himself.

What could I do? My life was slipping away from when I was infected by Sombra, sealing my fate to slowly die from infection. But Hound…he quickened the process…by shooting me square in the chest.

Soon enough, Hound opened my hand I tried so hard to shut, taking out each crystal shard. Hound chuckled a bit, taking the biggest piece and looking it over. I almost gagged on the Energon in my throat to hear him talk.

“Wow…ain’t she a beauty?” Hound smiled, eventually taking his optics off the crystal and onto me. He leaned in and smiled broadly, finishing his statement, “Oh and don’t worry about a thing, I’ll make sure our pony friends get them…they’ll get them alright…hehehehe...”

I really wanted to punch that rust bucket right in his face, but I couldn’t move. My arms wouldn’t obey the commands I gave them. All I could really do was lay there in the wasteland once known as the Crystal Empire and watch as Hound got up…and walked away.

Each of us laid there.

Cliffjumper with his leg blown off along with his shoulder.

Bumblebee with his throat torn apart.

And me…with my vision finally failing and my life slipping away every astro-second. I laid on these tattered battle grounds….my breathing finally slowing down.

I felt guilty knowing I let him get away and kill my friends. I felt sad that I never could’ve saved this world and the ponies I loved.

But worst of all…I felt betrayed, finally realizing that Hound was the Autobot traitor.

____________________

END TRANSMISSION

-IDENTITY: UNKNOWN-

Twilight Sparkle pushed forward, turns out that was the only thing she knew what to do right now.

Ultra Magnus and his brave team of Autobots led the way and cleared the five mares a path. Decepticons rained from the dark skies, which created fear in the hearts of the brave equines. Rarity along with Fluttershy had already begun to cry, their tears paving the crystal road all of them had passed.

Running at their sides were the three Dinobots, each of them growling, ramming, and blasting any Decepticon that crossed their paths. Applejack looked up from her gallop to see Swoop fly right over their heads, clearing the air of any unwanted Decepticon Jets trying to fly towards them.

It was a horrific sight, dead bodies flying everywhere from Slug’s ramming, bullets soaring over their heads and grazing across the Autobots’ shoulders, and constant explosions falling in unison with the ashes.

The sky was burning from the earth below, creating a treacherous feeling in the five mares. Their hope for saving Equestria had almost depleted, they held onto what little hope remained knowing that Hound was going to give them the crystal shards.

Doing this would grant them access to what little hope there was…

The Crystal Castle.

The castle was merely a mile away, hanging in the distance as if threatening to fall any second. Twilight couldn’t have that happen. If the castle was destroyed….there was no hope for saving the Crystal Heart…no hope for saving their home.

“OKAY,” Magnus screamed, shooting the head off the last Decepticon trooper, thus clearing the entire street, “The streets are clear! We have the castle just a few hundred feet away! Now all we have to do is wait for Hound to get here!”

Springer pushed forward, eventually stopping by Magnus’ side and chuckling, “Yeah we all knew that, Magnus! No need to bring it up!”

Ultra Magnus turned to the green Autobot, frowning. “Okay how about this? Everybody form a defensive perimeter around this area! We don’t want any ‘Cons coming in here!” Saying this caused Springer, Blurr, and Hot Rod to groan. Arcee and Kup simply nodded, facing the road ahead and pointing their weapons in the distance.

Once his team had scattered the area, several pants of exhaustion came from behind the Autobot Commander.

Turning around, Ultra Magnus watched as the three Dinobots slowly walked right by him, their optics staring at the massive crystal tower ahead. Slug kept his head down, the migraines returning to his once-glowing visor.

Behind them came the five ponies, each of them panting profusely.

Pinkie Pie slunk to the ground while she turned to lay on her back, her tiny chest rising and falling at a quick pace. Fluttershy sat down and placed a hoof on her chest, obviously to catch her breath for running so hard. Applejack whistled slightly and wiped the sweat off her brow with a foreleg. Rarity kept her eyes shut tight, the tears staining her eyesight. Twilight Sparkle, in her leader-like stature, continued to gasp for breath, turning her head side to side in hopes of finding the right Autobot.

Magnus knew this must be hard for them…seeing their world fall right in front of their eyes.

“Woo! What a rush!” Applejack shouted, sweat pouring down her bangs. Her friends did not acknowledge her, and instead kept silent for they were too tired.

Twilight eventually gave up on looking for him and instead turned her eyes towards Ultra Magnus, her eyes beaming with hope.

“Magnus,” Twilight began, causing the Autobot to turn towards her, “can…can you contact Hound or something?”

It sounded like a command, which she didn’t like giving to Autobots, knowing that they were obviously smarter during battle than her. But she didn’t care. She needed to know where Hound was immediately. Jazz had to of given the shards to him by now, they just needed to hurry and finish this once and for all.

The skies were growing darker.

Ultra Magnus looked at her for a few seconds, eventually nodding and pressing his comms link. But he never had a chance to contact Hound…for Springer hovered right over his head in jet mode, nearly smacking the back of Magnus’ head.

Ultra Magnus bent down, looking back and shouting, “Watch it, Springer!”

Springer only responded a few seconds later.

“Hey, boss bot! We got ‘Cons comin’ our way…and a lot of ‘em!” Springer shouted, hovering back in mid-flight and preparing his missiles.

“You can’t be serious?” Magnus muttered, activating his Cybertronian binoculars and taking a look for himself.

He couldn’t believe it.

Right behind them was an army of Leapers, Heavy Soldiers, shot gunners, and many troopers, each of them sporting the wretched mark of the Decepticon. Magnus took a step back, shock taking over his personality components. The large number of Decepticons marched their way, looking as terrifying as ever.

“Oh Primus help us.” Ultra Magnus gasped and deactivated his binoculars.

Once he had muttered that, the five mares turned around from where they were resting, each of them with squinted eyes to hopefully see in the dusty air. All they could see were the numerous Decepticon insignias glowing in the distance…slowly approaching them.

Twilight silently gasped, taking several steps back and bumping into her friends.

“No…no, this isn’t how it was supposed to end.” Twilight muttered, tears forming at the rims of her violet eyes. They had come so close to the Crystal Castle, SO close to saving all of Equestria from the Decepticons…and it was all for not….there was no way they could take on army that large.

Along with her whimpering, the rest of her friends began to whimper in pity. Failure finally reaching their injured hearts and tearing them to pieces.

Their whimpering stopped once a giant, white hand appeared in front of the unicorn.

Twilight, along with her friends, looked up to see Ultra Magnus stand in front of them, his weapon at his disposal along with a terrifying glare. He looked down at the shivering ponies, nodding once.

“Stay behind me…I kept a promise and I’m not willing to break it.”

The mares stopped whimpering, watching as the massive Autobot stepped in front of them and cocked his weapon, glaring down the massive Decepticon forces heading his way. It had all led up to this moment…the ultimate choice for saving their world was on the brink.

Suddenly, Springer swooped down again, facing ahead while the five mares looked up at him.

“WAIT,” Springer shouted, “Is that…? No…no it can’t be….it’s Optimus Prime!”

Twilight’s eyes grew wide.

“Optimus…”

Ultra Magnus spun around, nodding once to Springer before finally backing away from the army. He looked up to Springer and shouted, “Where is he, exactly?”

Springer hovered above the ground a little higher, finally answering him. “He’s about a hundred feet away from the army of ‘Cons!” Springer shouted back.

Magnus nodded and faced the road again, the large army of Decepticons finally coming into view. He saw as each of them readied their weapons and smashed their fists together. Oh….they didn’t stand a chance.

He looked back up at Springer and shouted, “We need to find a way to signal him over to us!”

“Leave that to me!”

Both Springer and Ultra Magnus looked down, surprise striking their minds. For no one would have guessed that Twilight Sparkle had stood up and approached the road ahead of her, not a single look of fear crossing her face. Ultra Magnus wanted to intervene, to stop her before something terrible happened…but he finally realized something.

Twilight’s got this.

She stopped on the left side of the street, climbing up the biggest piece of rubble she could find. Once she got to the top, Twilight took a deep breath and stared down the Decepticon forces approaching her.

“OPTIMUS!”

___________________

Optimus Prime had located the Crystal Castle with no problem whatsoever.

It had been a tragic battle. Several Decepticons were murdered by the last Prime. Unfortunate…but necessary. So, Optimus drove down the longest street towards the castle once he had heard of Jazz’s plan to change the fate of this world. Jazz had announced it in his comms link…he was going to give the shards to Hound.

So Optimus drove faster, looking from his vision to see the Crystal Castle slowly approaching with every mile he drove down this tattered landscape. A terrible feeling occurred to him: this planet was becoming more like Cybertron every moment they remained here.

When it would finally come down to the ultimate decision that Optimus knew was soon…he would gladly give up his life so that this world could never share the same fate as his true home. He did it once…he would do it a million times over.

But as the last Prime continued to drive through the Crystal Empire, a terrible sight was seen.

A Decepticon army of massive proportions stood in front of him.

Optimus knew that this army was too much, not even he could strike down each of them without assistance. Whatever they were moving towards….it was going straight for the Crystal Castle.

When Optimus’ ideas seemed to be short, a new hope emerged and fueled his spark with the much needed energy.

“OPTIMUS!”

That voice…that delicate, little voice…

Optimus revved up his engine, his anger finally releasing itself when he knew that this army of Decepticons was heading right for the ponies he had sworn to protect with his life. That voice…belonged to Twilight Sparkle.

After activating his nitro-boosters, Optimus hit the nearest makeshift ramp lying in the streets and transformed in mid-air, landing on both feet as he charged headstrong into the Decepticon armada.

“I’m coming, Twilight!”

Once he had shouted those words, the Decepticons turned around, not nearly having enough time to defend themselves once the last of the Primes ran them over. They faltered beyond belief, all the training they had received over millions of years of practice back on Cybertron had never prepared them for this.

Fighting Optimus Prime.

“Behind us!” One of them shouted, firing wildly with his assault rifle.

“It’s Optimus Prime!” Another screamed, his knees buckling together in fear.

“Scatter! Scatter and defend your-GAHHHH!!!”

The next soldier couldn’t shout out the order in time. Optimus Prime had impaled him against his blade. They became sloppy, fear overcoming their circuits and eventually their minds as the last Prime tore right through their army with ease.

Optimus whipped out a path blaster replacing his left hand, his other hand being accompanied by a long, red blade. Optimus jammed the blade in the nearest soldier, using his body as a shield to deflect the incoming missiles. Using the body to hit another Decepticon, Optimus reared down and sliced back and forth with his sword, creating several more dead Decepticons by the second.

He fired several shots from his path blaster, blowing the heads off more and more grunts in his path of destruction. Optimus spun around while charging forward, dodging the deadly blasts of the shot gun. He brought his blade downwards, slicing it neatly across the shot gunner’s abdomen, thus sending the two pieces of the Decepticon skidding to the ground.

The Leapers didn’t stand a chance, swinging their fists at Prime as he ducked under them and fired from behind, killing the Leapers with ease. Optimus faced forward again, firing several shots from his path blaster which blew the head off the Heavy Soldier. To finish him off, Optimus did a small leap in the air, bringing his blade down right on its chest.

Finishing off the remaining troopers, Optimus Prime hadn’t realized he had won until he arrived to the other side…meeting a very familiar face.

____________________

Twilight had watched his path of destruction…no…she felt it.

She felt the Decepticons’ painful cries of pain; she felt every blast and every shockwave that had been created from the misty battle right in front of her. And although she never saw it, it must’ve been terrifying to experience firsthand.

Her experiences died down, happiness and relief returning to her crying heart to see Optimus Prime escape from the dust, not a scratch on him.

Jumping down from the debris, Twilight smiled broadly, fully expecting to see Optimus glad to see her alive and well. But he didn’t even acknowledge her…he kept his blue eyes focused on the road to the Crystal Castle.

Twilight looked into his eyes; she couldn’t tell what expression he was bearing. Surprise? Shock? Anger? All of these seemed to play together in those twin blue eyes of his as he continued to stare down the road.

Turning that way herself, Twilight finally found out what he was staring at.

Ultra Magnus.

Both he and Prime stared at each other, neither one of them daring to break their concentration. Twilight tilted her head, finally observing the two Autobots for the first time.

Despite the color change, these two looked almost completely identical. Their armor structure followed by their same broad appearances almost made them appear as twins. Although Optimus wore a faceplate and Magnus didn’t, these two shared something…something Twilight couldn’t understand.

Optimus Prime slowly walked forward, ignoring as the four mares in front of him slowly backed away. Ultra Magnus stood his ground, watching as Prime approached him closer and closer. Once the distance between them had vanished like the dust in the air, Optimus Prime looked him over…and spoke.

“Ultra Magnus…my old friend….it is an honor to see you again.”

Optimus reached forward and shook Magnus’ hand, Magnus responded with a firm handshake back.

“The honor is mine, Optimus Prime.” Ultra Magnus smiled.

After the handshake had swept away, Optimus looked back and noticed some other familiar Autobots from his past. It had been a very long time since he had seen them all…but he could only imagine how long it has been for this group of Autobots.

“You all came here…after all these years you had finally found the planet we had been residing on,” Optimus exclaimed, receiving several smiles from Hot Rod, Blurr, Kup, Arcee, and Springer. He looked back at Magnus, his optics narrowing, “What about Cybertron? I thought I ordered you all to defend the Autobot name and remain there?”

Ultra Magnus sighed, drooping his head to where he had found some nearby pebbles suddenly interesting. He looked back up at Prime, his optics brimming with sorrow.

“Cybertron…is no more.”

Hearing the several gasps from the five mares below them but not the gasp from the last Prime, only receiving an emotionless stare, Magnus continued, “We…we had no choice, Prime. The Autobots….I mean we…we lost the war. After the Space Bridge accident with the po-“

He stopped himself there, looking down at Twilight and her friends. Each of them gave him a hard stare, shaking their heads quickly.

“The accident with the…potential threat from the Decepticons, the Autobots were defeated once Met-“ He stopped again, thinking of an excuse, “Once…Broadside went into stasis. Without his aide, we couldn’t stop the massive forces of the Decepticons from taking back the Space Bridge.”

When Optimus didn’t respond, he continued, “Years and years went by, and we soon decided it was time to leave our dying home and find a planet elsewhere to find refugee. Luckily for us, the Decepticons had planned a massive invasion of a planet to take its resources. Stealing one of their ships, we followed the Decepticons through the Space Bridge and eventually ended up here.”

He sighed again, looking at Prime with sorrow.

“I’m sorry, Optimus, I tried my best but…I lost the war for Cybertron. The Autobots have lost.” Magnus quietly finished, deciding to look at the far ground instead.

To his surprise, Optimus didn’t lash out at him, he didn’t call him a terrible leader, instead…he brought his hand forward…and placed it on Magnus’ shoulder. Looking up, Ultra Magnus’ optics grew wide once Optimus began to speak.

“You have nothing to be ashamed of, my brother,” Optimus explained, his voice as deep as ever, “I lost the war for Cybertron, I abandoned my own home, and I have befallen the Autobot name. You were simply trying your best….something I wish I could’ve done better.”

Ultra Magnus smiled, waiting as Optimus finally finished, “Now, we have more important issues to be dealt with. This planet is in danger of extinction. Will you and your team assist my Autobots in saving this world, Ultra Magnus?”

Magnus saluted.

“I will, Prime!”

Optimus nodded as well, lowering his hand from Magnus’ shoulder and pointing it towards the castle. “We have much to get done! The Nemesis could be approaching this castle any nano-click now! I want you and your team to secure this area…” he brought his head downwards, finally acknowledging the five ponies below him, “I need to have a word with some old friends.”

Ultra Magnus nodded, backing away and returning to his teammates. Optimus finally knelt down to one knee, watching as the five ponies embraced him.

“Thank Celestia you’re here,” Twilight said, hugging Optimus’ finger, “We need to put an end to this and find the crystal ponies.”

Optimus nodded, narrowing his optics and saying, “I received Jazz’s message. Hound will be arriving very shortly with the shards. Now all we have to do is like what you had just told me: find the crystal ponies.”

Rarity stepped in, uncertainty crossing her features. “Ummm….I am still not sure this…area is still befitting to raise the spirits of these ponies.” Rarity lifted her hoof from the ground, her expression disgusted.

Fluttershy nodded, finally getting the courage to speak. “Yeah…how are we supposed to raise their spirits if they see their home…destroyed?” She asked, quivering in fear as more ashes rained down.

Lifting his hand up and watching as Twilight broke her embrace, Optimus lifted up his finger and scratched his chin, deep in thought. After several more seconds in thought, Optimus looked down at them, bearing no expression.

“You have to find a way, Twilight. I do not know.”

Twilight sighed, kicking at the ground.

“I really wish you wouldn’t say that.” She muttered, depression taking over her features. She didn’t know what to do. If the crystal ponies came out here and saw this devastation then their spirits would be anything BUT joyful. She had really wished that Optimus had the solution…he always did. But this was her home, everything that Prime and the Autobots knew about it weren’t very high, thus proving how Optimus Prime couldn’t figure this out.

After he had seen her expression change to from wonder to sorrow, Optimus sighed and reached his hand forward to the unicorn.

“Twilight…I-“

“Optimus,” Kup shouted, causing the last Prime to turn around, “you might wanna check this out.” Kup stared at the heavens above him, his face contorted in terror. Arcee, Magnus, Blurr, Hot Rod, Springer, and the three Dinobots all stared together, something obviously caught their line of sight.

Taking one last look at the five mares, Optimus stood back up and approached the other Autobots from behind. Kup pointed upwards, to where Optimus followed his hand. He took a step back, gasping in horror.

The Nemesis had arrived earlier than expected, slowly hovering above them as it approached the Crystal Castle.

In an instant, Optimus became a leader again, giving orders as quick as can be.

“Blurr, get the ponies inside to a safe building now!” Optimus shouted, watching as Blurr sped over and directed the five mares over to a small crystal dwelling. Twilight stared at Optimus the entire time, tears ready to fall.

Optimus continued, “Magnus, you and the rest of your team will provide over watch! Make sure no Decepticon comes anywhere near our position!” Magnus nodded, turning towards his team and waving them away.

“Dinobots,” Optimus shouted, “sit back and recover. I heard what had happened with the Combaticons.” Optimus stared at Slug’s dark visor, his expression brimming with sorrow. Snarl and Swoop nodded, assisting Slug over to sit down by the nearest crystal house.

After watching them recover, Optimus brought his head back and watched as Blurr directed the five mares inside the fallen structure, making sure they were secured. Once he sped off to find Magnus, Optimus stared at them and observed as they cuddled together for protection.

Wait a minute….

Five mares?

‘Rainbow Dash…? Oh no….where is Rainbow Dash?!’ Optimus screamed in his mind, fear finally overcoming his leader-like stature.

But he never got the chance to know what had befallen Rainbow Dash’s fate, for several groans came from behind the last of the Primes.

Optimus spun around, gaping in horror to see three Autobots emerge from the dust, each of them carrying an Autobot in their arms. With fear by his side, Optimus rushed forward and almost gasped to see who they were carrying.

Ratchet arrived shortly, holding the injured Cliffjumper in his arms. Cliffjumper remained functional, his right leg gone along with his shoulder. Prime looked to his right to see Sideswipe holding Bumblebee, his throat leaking several quantities of Energon. But the last one…

Optimus gasped, nearly falling to his knees to see Jazz in Wheeljack’s grasp.

Jazz was dark, his visor no longer blue but dark black. Every single light on his body had faded away, leaving only the dark crystals and the massive hole on his chest the only visible things. Optimus reached forward, placing his hand on Jazz’s own and gripping the limp limb.

He looked at Wheeljack, his expression terrified.

“What happened?” Was all that Optimus managed to ask.

Wheeljack looked up at his leader, his optics buried in sadness.

“He’s dead, Optimus…Jazz is dead.”

Optimus Prime took a step back, reality finally striking his mind and causing old memories to immediately flash behind his optics. Jazz was his oldest friend for as long as Prime could remember, and now he was gone….given up his life for the sake of this world.

He wanted to scream, shout out to the heavens above that he would get revenge on the Decepticons for doing this. But he was taught better, merely closing his optics and mourning the loss of his friend.

He placed a hand on Jazz’s chest.

“May Primus grant you eternal life, old friend.” Optimus Prime mourned in sorrow, slowly lowering his hand to fall at his side.

A quiet cough brought Prime to look to his left.

Bumblebee coughed up more and more quantities of Energon from his injured throat, trying ever so hard to say simple words. Optimus approached him, listening for what Bumblebee had to say.

“….O-Optimus….grrgrgrhh…..Hound….he…h-h-he….he’s the….he’s the tra-“

Optimus slowly lifted up his hand, silencing Bumblebee.

“You cannot speak anymore, my friend,” Optimus told him, ignoring the pleading glance he received from both Cliffjumper and Bumblebee, “Let Ratchet and Wheeljack fix you up.”

He stepped away, already suffering too much loss to deal with a painful operation at the moment. When Ratchet put down Cliffjumper to sit down, Optimus turned back, glancing up at the Nemesis as it hovered menacingly above the Crystal Castle.

Instantly, Optimus remembered the orders he had given to a certain Aerialbot.

With fear growing at the astro-second, Optimus pressed his comms link quickly and shouted, “Jetfire, we need the Nemesis offline! It is directly above the Crystal Castle! Jetfire, do you read me?!”

Nothing.

Optimus grunted, pulling his hand away and muttering, “Ugh…no answer.”

The other Autobots finally piled into the center of the street, each of them directly in front of the last Prime. Their optics were focused on Megatron’s vessel as it hung above the air directly above the castle. None of them knew what to do, none of them have known how the Nemesis had arrived here except for the Dinobots.

But they definitely knew what it was doing now.

The underbelly of the ship opened up, revealing a dark hole that seemed to be glowing bright yellow on the inside. The Autobots gasped, taking several steps backwards, fully knowing that the Nemesis was preparing an orbital strike.

Panic quickly took over, causing Optimus Prime to lose patience. The Nemesis was right above them, preparing an orbital strike on the Crystal Castle with Jetfire and his team being the only ones capable of taking down the ship from the inside, and now they weren’t responding.

The Nemesis would be only seconds away until it had become fully charged.

A sudden idea sprung into Prime’s head.

Pressing his comms link, Optimus had already lost all patience, letting fear and panic take over his words.

“Hound, we need an immediate air strike from Warpath and his main guns to destroy the Nemesis’ orbital cannon!” Optimus knew that Warpath’s weapon systems were probably too weak to destroy that cannon, he also knew that Warpath had become so deaf that contacting him would be a waste of time. Hound was the only answer, with his expertise in mortar warfare and him being familiar with Warpath’s main guns. None of the other Autobots could answer where they were.

After several more seconds, the cannon was fully charged, sparking Prime’s fears to the limit.

Pressing his comms link even harder, Optimus shouted, “HOUND! Respond! The Nemesis is directly above the Crystal Castle! We need an air strike NOW!”

Still nothing.

Right before the flagship had the chance to fire; Optimus pressed his comms link again, his fears begging Hound to answer his cries.

“I repeat, Hound! The Nemesis is going to destroy the castle!!!”

This time, however…..Hound answered….but it wasn’t what Prime wanted to hear.

“Good…now nothing can stop the Decepticons.”

Optimus recoiled, shock and terror taking place at the same amount of time it took for Prime to glance at the Nemesis one last time. At any given moment in time would Optimus want this moment to happen, to find out who the traitor was and stop him…

….now was not the time.

“WHAT?! NO! No, no, no, no, NOOOOO!!!!” Optimus Prime screamed, glancing in shocked horror as the Nemesis fired one massive beam below it.

The yellow beam of destruction hit the top of the castle, decimating the very top and quickly making its way downwards to the ground. The sides of the castle exploded, thousands of pieces of crystal debris to fly outwards and hit the Autobots below. The beam continued down to where the rest of the castle fell apart and instantly exploded. Once it hit the ground, however; it caused such a massive shockwave that Optimus almost fell back for how powerful it was.

With the castle gone and only a large red ball of fire remaining, Optimus could only stare at the wave of dirt and debris quickly rushing forwards, taking everything in its path.

Twilight Sparkle watched in horror as the Nemesis struck down the only hope they had left for saving their home: the Crystal Castle. She was even more terrified to see it crumble in seconds and a large dirt wave rush towards them at a fast pace.

Backing away into the crystal house, Twilight looked back at her friends who had already begun screaming their heads off.

“HOLD ON!” Twilight screamed, flaring up her horn and creating a powerful magical dome around her and her friends. The dust quickly entered the house, along with the piercing cries that followed from outside.

Optimus only had one chance at this.

After watching as his Autobot brothers were swallowed up by the dirt wall, he lifted up his hands to protect his face from the massive wave. It came quickly, launching the last Prime backwards.

He spun around in mid-air, optics wide with horror to see Cliffjumper quickly approach him. No…he was approaching Cliffjumper. A sudden smack sent Prime into unconsciousness…followed by the eerie darkness that fell upon the empire.

Nothing remained in the cataclysm…

…all except for the lone Autobot symbol glowing in the darkness.

Me Grimlock

-CHAPTER XXVI: ME GRIMLOCK-

TELETRAAN CONNECTION ESTABLISHED

“Me Grimlock here to save universe!”

-Grimlock

INTEL: ME GRIMLOCK WANT TO MUNCH METAL!!!

____________________

Cliffjumper opened his optics, completely oblivious to know how he was still alive.

He looked around him, nothing had changed. That same mushroom cloud hovered menacingly in the air while more and more ashes rained like snow. The Crystal Empire was the same as he left it: tattered streets filled with massive pieces of crystal rubble pockmarked the landscape, several deactivated Decepticons lay across the ground, and the sky was still filled with lightning clouds.

This brought our little red hero to where he thought he was going to die.

He looked forward, completely shocked to know that Megatron never fired the shot from his riot cannon. Megatron stood there, a terrified expression on his face as he looked down at his chest.

A blue hole remained at the top of his chest, smoke drifting off the hole and disappearing into thin air. Megatron looked at the hole in his chest, completely shocked and confused to see the second blast coming.

Cliffjumper heard another shot, this time he looked up to see a blue ball of energy flying over his head and hitting Megatron right between the optics. The Decepticon leader flew backwards, his back hitting the gravel with a loud thud.

There he lay…completely dumbfounded at the event that just transpired.

Someone had saved him and even managed to defeat Megatron, the ruthless Decepticon leader that was the cause of millions of innocent deaths back on Cybertron. And all Cliffjumper could show for it was deep, slow breathing.

So he stared above, the lightning dancing across the clouds as Cliffjumper’s vision began to fade. He coughed again, small quantities of Energon piling onto his chest. Cliffjumper wanted to see who his savior was just as much as he wanted to thank him but…he couldn’t.

He was dying.

Several seconds went on, Cliffjumper had begun to lose the fight and let eternal stasis take its grasp around his spark. His vision went dark, taking his life with it into darkness.

But something stopped it.

And Cliffjumper soon found out what it was.

He lifted his head upwards, to where he saw two glowing blue optics shining directly above him. He could only make out the outline of this anomaly. It had twin horns atop his head, along with its bulk stature and long blaster replacing its right arm. Cliffjumper sighed heavily, relieved to see the Autobot symbols on both its right and left shoulder.

Although Cliffjumper was happy to see his fellow Autobot helping him back to his feet, he seemed to not remember a thing after that…for he passed out.

____________________

“Welcome back, big guy.”

Grimlock shook his head, slowly standing up to his feet. Once he was at full height, he looked around, finally realizing that there was a war going on.

He had never been here, but it seemed to have been a tragic battle in his absence. The skies were dark with only the color brown being the clouds’ colors. Ashes fell at a fast pace while several thousand pieces of debris and rubble lay across this wasteland. But what surprised Grimlock the most was the massive mushroom cloud in the distance, glaring down at him with its treacherous and luminous stare.

Grimlock glared right back.

Absorbing the cataclysm around him, Grimlock turned back around, taking one knee as he stared at the pony that had saved him. Rainbow Dash stared at Grimlock too, her eyes filled with curiosity.

“Tell me everything that has happened and how I can fix it.” Grimlock told her, opening his palm and letting the ashes land on his black hand. He crushed the ash in his hand, small particles floating away from his grip.

Rainbow Dash bit her lip, finally looking back up at the Dinobot and nodding. She explained everything in full, everything that had happened after Grimlock had saved them from the Changeling Hives. Grimlock had many questions, interrupting her in mid-speech and asking away. Rainbow tried her best to answer each question, there was a lot. Grimlock growled in anger once she described what happened to Slug, he shook his head once she explained Jazz’s demise, and he looked to the skies once she finished with something destroying the castle.

“…And now…the Crystal Castle is gone. Without it…the Crystal Heart is useless. It won’t do anything to stop Sombra so there’s really nothing left we can do, Grimlock. The only thing you can really do is wipe the floor with these Decepticons invading the empire but that’s mostly it.” Rainbow Dash finally finished, taking a deep breath before retreating her gaze to the ground.

Grimlock rubbed his chin, deeply in thought. But thanks to Shockwave’s experiments he could only come up with a small plan. It was the only plan he really needed.

Looking at Rainbow Dash again, Grimlock asked, “Where is King Sombra?”

Rainbow shrugged her wings, using that as her only answer.

But it seems Rainbow didn’t even need to answer Grimlock, for a deep laughter came from behind them. Grimlock spun around, his visor landing on an area deep down the road ahead of him; the laughter was coming from over there….

Turning towards the Pegasus, Grimlock’s visor glowed brighter for a split-second.

“Was that Sombra?” Grimlock asked, clenching his fists.

Rainbow Dash stared at the road behind Grimlock, gulping quietly and nodding.

Grimlock nodded back, taking another knee and softly rubbing her head. Rainbow Dash smiled, looking upwards towards the Dinobot as he began to speak.

“Thank you for bringing me back to the Autobots, Rainbow Dash,” Grimlock calmly stated, gently scratching her behind the ears with his massive finger, “But now you need to find your friends and get to safety.”

He slowly got back up, turning away from the Pegasus and clenching his fists in anger. He still had one more thing to do before he could stop Sombra, something that seemed to really grind his gears. He may not have been alive once Starscream had infected him with Dark Energon, but he was alive to hear Rainbow Dash tell him how Starscream said he was his pet.

Grimlock belongs to no one.

“I’m going after Starscream,” Grimlock growled, “Then I’m going for Sombra.” He looked back at the Pegasus, seeing her slowly fly over to him and pat him on his massive shoulder.

Rainbow Dash flashed a smirk and gave him a wink.

“Get goin’, big guy. Smash a ‘Con for me.”

That’s all Grimlock needed to hear.

Nodding once, Grimlock watched as Rainbow Dash flew away, leaving him alone in the cataclysm with only thought in mind: kill everything.

He started off at a slow walk, which transformed into a slow sprint once he began to move down the crystal street, closer to his target. Grimlock looked above, growling in anger once that mushroom cloud began to come in clearer. This however…didn’t mean anything to the Dinobot.

He had found his first target.

“Starscream….you’re finished.” Grimlock quietly growled to himself as he ran towards the Seeker. Starscream stood alone, his fists planted on his waist as he stared into the mushroom cloud with no one around him…

Several heavy footsteps rocked the ground.

With his smile vanishing, Starscream slowly turned around down the street, his arms falling to his sides. At first he saw nothing….then the impossible had arrived….right in front of him.

“Impossible….this can’t be!” Starscream yelled in defiance, taking several steps backwards once the Dinobot leader ran straight for him, his visor as red as the Autobot symbol on his chest.

He fell back, cowering in fear once the mighty Autobot stood in front of him, his entire body glowing with a rich, raw intensity. Starscream could see the clear anger he possessed in that wretched visor that glared down the Seeker, filling him with no hope whatsoever. Grimlock was an Autobot again…and free from Starscream’s control.

Right when things couldn’t possibly get any worse…

“No one…controls GRIMLOCK!!!”

Grimlock unleashed all the anger and fury he had on the cowering Decepticon at his mercy. Smashing both fists to the ground, Grimlock’s entire body shifted and moved into place, allowing the massive dino head to erupt from the center. Starscream watched in absolute horror as his once-slave was free and seeking revenge.

“RAAAAWWWWWWRRRRRRRRRRRR!!!!!”

Grimlock lowered his massive head down towards Starscream; the Seeker unable to move with his fears of Grimlock breaking his slavery and becoming free had played into effect. All he could manage were several screams.

“NO! Stay away from me! STAY AWAY! Don’t you touch me, you stupid Dinobot! Don’t you come any clos-AHHHHHHH!!!!!”

Grimlock reared down, biting Starscream’s mid-section with his upper half in his mouth. He lifted up his master, shaking the Seeker wildly in his jaws until he thought he couldn’t take anymore. But Grimlock wasn’t finished with him, chucking his body to the ground and lifting up his foot.

“Please stop! PLEASE NOOOOOO!!!!” Starscream wailed in agony once Grimlock brought his foot down, crushing him.

Starscream was silenced.

Grimlock breathed in and out heavily. His vengeance was completed. Starscream was no more. But there was still one more thing he had to do, and it would ultimately decide the future for this world. According to what Rainbow Dash had told him, nothing except the Crystal Heart could stop Sombra and that the Decepticons were invading Equestria.

Grimlock lifted up his dino head, watching the road in front of him suddenly being filled with Decepticon soldiers piling out of the dropships that sailed down from the skies. He remembered most of them: Leapers, Brutes, Destroyers, troopers, Heavy Soldiers, and War Machines.

They were going to need more Decepticons.

Roaring loudly, Grimlock charged forward into the heart of chaos, his hunt for Sombra had begun.

With each powerful stomp hitting the grounds, Grimlock roared again once he spotted the first wave of Decepticons infesting the streets. They were simply troopers, to which Grimlock decimated each one with pure ease.

Opening his mouth, Grimlock released a relentless torrent of flames to the tiny soldiers, each of them barely having enough time to react to the behemoth heading their way.

“What the-WHAT IS THAT THING?!?!” One of them screamed, backing away in total shock once he witnessed the creature burning away his fellow Decepticons.

Another stepped forward, whipping out his assault gun and shouting, “I don’t know just shoot at it!” Together, every single Decepticon trooper had their assault guns out, shooting away at the mighty Autobot demolishing their forces.

Grimlock kept at it with the fire erupting from his jaws, the powerful flames burning the soldiers around him until they were nothing but a pile of melted metal. He closed his mouth, instead lifting up his feet and crushing what remained of the first wave of soldiers.

“AHHHH!!! I don’t wanna get deactivated!” One of the troopers cried, cowering in fear once the Dinobot finally approached him, swiping away with his massive tail and killing the soldier with ease.

It was too easy.

Unfortunately, the commotion Grimlock caused with killing the Decepticon soldiers attracted the attention of the rest of the army. Heavy Soldiers revved up their chain guns, Leapers smashed their fists together, Rocket Launchers readied their missiles on the top of rooftops, Destroyers transformed into Decepticon titans, and even more dropships sailed downwards to where this new battle was taking place.

Grimlock roared.

Charging forward, thousands of bullets penetrated the Dinobot but merely scratched his armor. Once that failed, the Leapers charged in, either flying or running straight for the Autobot creature. Grimlock charged right at them, ramming his knees into several Leapers which sent them into the nearest of buildings.

Once one of them hit the ground, he pulled his claws out of the ground and shouted, “He’s bigger than they usually are! He’ll fall just the same!”

But he never had enough time to attack the Dinobot, for Grimlock busted right through the Leaper’s fellow Decepticons and brought his jaws down on him. Flinging the Leaper upwards with his jaws, Grimlock reared down, bringing his pointed tails upwards and impaling the Leaper right on the tip.

To finish him off, Grimlock brought his head up and breathed a massive amount of flames on the Leaper impaled on his tail. He flung his tail, sending the dead Leaper into the nearest dropship, bringing them both to the ground.

Grimlock was having so much fun that he almost forgot about his rage.

He transformed back into robot mode, staring at the massive Decepticon forces heading right for him. Standing back up, Grimlock realized that he would need to gain a certain amount of rage in battle in order to transform again. His anger towards Starscream had allowed him to transform instantly…but he would have to fight for it this time.

“Tired of this!” Grimlock groaned, really wanting to change form but being unable to do just that. Pulling out his glowing orange blade, Grimlock charged forward to the next wave of Decepticons.

These were the Heavy Soldiers.

Once again, several more bullets were sent his way, forcing Grimlock to activate his shield and deflect the bullets. He looked passed his shield, glaring at the seven Heavy Soldiers slowly moving in on him. He would have to time it just right…

“Scrap,” one of them shouted, pulling his weapon back and refilling it, “Cover me! I need to reload!”

Perfect.

Giving away a deadly battle cry, Grimlock put his shield away, charging right for the group of Heavy Soldiers. Although several bullets did hit him, it was just the kind of moment he needed to finish off the group of ‘Cons.

He brought his sword forward to nearest soldier, slicing his head clean off. When he finally realized that his head was gone, the soldier still didn’t have time to react when Grimlock reared back, driving his blade right through his back.

Swinging and slashing his way forward, Grimlock finished off what remained of the Heavy Soldiers and continued forward to the next wave.

This one was going to be a challenge.

The Decepticon Destroyers revved up their mini-guns, firing away at the Dinobot leader. Grimlock got to cover, looking back to observe these titans more. There were only two of them, but their size would make it exceptionally difficult to move forward. They both were taller than Grimlock, only slightly though. Both Destroyers carried mini-guns replacing their right arms, their red visors searching for the Dinobot.

“WHERE ARE YOU?!” One of them shouted.

Grimlock chuckled darkly, remembering that these titans weren’t very bright.

Grimlock looked down, picking up a large piece of rubble and chucking it towards another crystal house, one that wasn’t even close to him. The Destroyers turned towards the sound and fired their mini-guns in that direction.

This was his chance.

Running from out of the cover, Grimlock drove his blade directly into the leg of the first titan, receiving a painful yell from it. The second titan turned towards the new sound, instantly firing away with his chain gun once he had spotted the Autobot. Unfortunately, Grimlock had expected this and used the first titan as a shield.

The first Destroyer died after several more bullets penetrated his chest and face, allowing Grimlock to finish it. Grimlock pushed as hard as he could and chucked the dead titan right for the live one, watching as it hit the second one perfectly.

With the distraction laid out, Grimlock dashed forward, driving his blade right into the Destroyer’s gut. And just as he planned, the Destroyer reared down and clutched his open wound, allowing Grimlock to finish him off.

He grabbed the Destroyer’s head, ramming his sword right in his red visor. To deliver even more pain, Grimlock twisted the blade in the Destroyer’s head, finishing it off for good.

The dead Decepticon titan landed forward, its entire body still twitching from Grimlock’s rampage. Grimlock chuckled at that, cleaning his sword of the liquid Energon that remained on it. He stared ahead, watching as the dropships continued to resupply the Decepticon army that he just demolished. Grimlock growled in anger when he finally realized that no matter how many Decepticons he destroyed, that there would always be more coming.

“Lucky me…more ‘Cons to crush.” Grimlock growled, preparing to take a step forward.

Something happened…something he never felt before.

Grimlock stopped moving once a deep chuckle resounded in the air, forcing him to look around for the source of the chuckle. He saw nothing, nothing but the Decepticon armada closing in on his position.

And then….it flew right overhead.

Grimlock looked up to see a dark shadow fly right over his head and head straight to the mushroom cloud, a trail of darkness following it. He couldn’t tell for sure but…he could’ve sworn the shadow just tal-

Welcome, Grimlock. Allow me to introduce myself. My name….is King Sombra, and you are interfering with my plans for total conquest. Stop right now…or face your demise.’

Grimlock clutched his sword in anger. Now he wasn’t imagining things. That shadow was King Sombra…and he was going right for the mushroom cloud. That meant it was Grimlock’s next destination.

“The only demise you’ll be seeing, Sombra…is yours!” Grimlock spoke to the open air, not really caring if Sombra heard him or not. So Grimlock charged forward, his sword held tightly in his right fist while his attention was on the mushroom cloud in the distance.

The dropships lowered themselves to the ground, dropping off several more troopers and Destroyers as they flew off towards the starships to resupply. Grimlock, however, didn’t falter nor did he give up. No matter how many Decepticons he saw in his path, no matter what the odds were, he was going to save this planet.

Grimlock slashed his sword left and right, barely feeling any rage from this battle taking place. It was only until right now when Sombra began to tap into his mind….and torture him.

‘You can’t stop them all, Grimlock! The Decepticon army is too destructive even for you to fight!’

Grimlock merely growled, grabbing the nearest Decepticon soldier and jabbing his blade into him several times. He smashed the dead ‘Con to the ground, finally responding to King Sombra.

“More! Bring more!!!” Grimlock shouted, actually happy to see the dropships sailing down from the skies.

‘I will enjoy tearing you limb from limb.’

“You’ll get a personal demonstration, Sombra!” Grimlock retorted to the voices in his head. He was instantly brought back to the real world once he felt a sharp pain shoot through his right shoulder. Grimlock turned towards the road, finally realizing what had happened.

Dropships and Decepticon jets began to fill the skies once again, all of them heading right for him. The jets practically infested the skies in the thousands while the dropships were simply scattered around here and there. All around him, more and more soldiers came out of the shadows, each of them equipped with their own little blaster. More and more Heavy Soldiers, Leapers, and Destroyers fell from the sky, each of them heading straight for the Dinobot leader.

Grimlock continued to stare, his mind quickly trying to process what to do. He finally realized that the explosion which only left the mushroom cloud must’ve wiped out Optimus Prime and his Autobots, leaving him the only Autobot target left!

The entire Decepticon armada was heading right for him.

Clenching his fists, Grimlock continued to hear Sombra in his mind, taunting him…and eventually making him very…very angry.

‘I have arrived to what remains of my glorious castle. You worthless aliens have caused nothing but death and destruction once you came here. I was actually going to rule this pitiful planet, rebuild my empire, but now I can’t. The castle is destroyed…which means the only fun I’ll have is killing your little pony friend…what was her name again? Rainbow Dash?’

“No you won’t!” Grimlock screamed, forgetting about the army in front of him with only his mind dead set on finding and killing King Sombra. He slashed his sword forward, clearing the road of the Decepticon troopers. Although more just kept coming, Grimlock continued to fight, not at once giving up or backing down.

To finish off the group, Grimlock lifted his sword high into the air, bringing it down which created a large shockwave that sent each soldier in different directions. He was immediately met with more Decepticon Leapers, many of them flying right for him.

“Their armor…weak on the back.” Grimlock muttered to himself, dodging the swipes from the various Leapers charging for him. Using his shield to bash the two away, he spun around and sliced his blade down on the nearest Leaper, hitting it right in the back.

‘I will find that little Pegasus…I will tear her apart….just like I did with the Autobot Jazz!’ King Sombra screamed in Grimlock’s mind, eventually regretting doing just that.

Grimlock growled. His anger now full. Putting his sword away, Grimlock felt as if his entire body was on fire, the little threat made by Sombra had allowed this to happen. He cared so much for Rainbow Dash, especially right after everything she had done for him, and if Sombra was threatening to kill her…

“Losing….control!!!” Grimlock roared, smashing his fists to the ground and transforming.

His anger was unleashed in a fearsome roar, shaking the entire ground. While many of the Decepticon forces tried to retreat, most of them weren’t so lucky and were killed on the spot. Grimlock charged forward, his dino mode now in full affect.

Grimlock stomped, bit, clawed, swiped, burned, and chomped his way through the street, his destination slowly reaching its point. The dropships fired several missiles at the Dinobot, along with the jets swooping down and dive-bombing the monstrosity. Grimlock was peeved, biting down on the nearest Heavy Soldier and flinging his entire body at the dropship, sending both of them in flames and to the ground.

Using his fire breath, Grimlock shot down the Decepticon jets zooming right for him, many of them smacking against the buildings or the gravel below. Grimlock continued his rampage, all the while with Sombra screaming in his head.

‘You are weak, broken! GIVE UP! GIVE UP NOW!!!’

Grimlock bit down on the nearest soldier, shaking his body and ripping the Decepticon in half.

“Never! Never give up! Never back down! Never surrender!” Grimlock roared, breathing several torrents of fire on the Decepticon troopers running around in a straight panic.

Once they were cleared away, a Destroyer stepped forward, a little frightened to see the lumbering Dinobot heading right for him. That thing had decimated nearly the entire Decepticon fleet, what could he possibly to do that thing?!

The Destroyer revved up his mini-gun, firing away at the Dinobot. It merely scratched Grimlock’s heavy armor, allowing the Dinobot to move freely and chomp down on the titan’s arm. Grimlock jolted back, ripping the entire arm off and flinging it to a group of Decepticon soldiers. Using his tail, Grimlock stabbed the titan right in the gut, causing the Destroyer to fall to his knees. Grimlock reared forward, biting down on the Destroyer’s head and ripping it clean off.

“HAHAHA!!! Puny Decepticons!” Grimlock roared, continuing his path of destruction closer and closer to the mushroom cloud.

Grimlock caught something lumbering in the distance. From his old knowledge, Grimlock assumed them to be Decepticon War Machines. One of them stomped forward, jamming its multiple legs into the ground while it fired several missiles from its top, each of them going for the Dinobot.

Grimlock reacted fast, stomping away from the War Machines and charging right for its leg. After chomping down on its leg, Grimlock reared up, this brought down the first War Machine. Using its body, Grimlock spun around and flung the War Machine right for the others, destroying each one.

“Enough of this,” Grimlock shouted, transforming back into robot mode once his rage had depleted, “I’m coming for you, Sombra!”

So he charged forward, his destination at an end once he had reached the mushroom cloud. Grimlock knew that the Decepticons were going to leave him alone now; they would rather retreat than die any day. This gave Grimlock the short moment to witness just what powerful force that could’ve caused this cataclysm.

He stood at the edge of a massive crater, the mushroom cloud directly above him. Grimlock could see nothing inside the crater for it was too large and filled with dust. It must’ve been long enough to spread across at least a mile. Grimlock looked over the edge, seeing nothing but a long drop which led to the center of the crater.

“Where is Som-?” Grimlock was saying…although he never got to finish when a sharp pain stabbed his backside. Grimlock roared in pain, falling to his knees with his hands planted on the ground.

He breathed in and out several times, immediately feeling a dark presence hovering right above him. Grimlock didn’t want to look up but he had to…just to see what he was up against.

Grimlock lifted his head upwards, meeting a gray face with large fangs. The rest of the body seemed to be cloaked in shadow or a dark force, something Grimlock didn’t understand. The being he must’ve guessed to be King Sombra lowered himself to the ground, his cloak of darkness soothing around his body until it became a red robe.

Grimlock growled once King Sombra trotted casually for him, a look of anger strewn across his features. He could’ve smashed this creature easily if it wasn’t for the pain in his back…that strangely seemed to be spreading across his body.

When he was nice and close, King Sombra flashed a crooked grin, showing Grimlock his rows of fangs.

“Hello, Grimlock. I am King Sombra…it’s not a pleasure to meet you.” Sombra snarled, licking his lips at the Dinobot. Instantly as he did that, Grimlock reared for the unicorn, immediately getting held back by an unknown force around his wrists.

He looked down, shock in his visor to see his wrists clamped around two black beams of energy. The beams forced his hands downwards, forcing Grimlock to look at the unicorn King without fighting back. Grimlock glared at King Sombra, noticing that his dark horn flared up along with his look of disapproval.

“Aw, aw, aw, Grimlock, no touching the King without permission.”

When Grimlock simply glared at him refusing to respond, Sombra continued, facing away from the Dinobot. “I have seen many Autobots during this tragic battle in MY Empire, but none have come to the level of superiority as you have, my giant friend,” He leaned his head in close to Grimlock’s, smiling when the Dinobot merely struggled against the powerful beams of dark energy around his hands.

He continued, his horn flaring brighter to keep the Autobot on his knees. “What amazing power you must contain in that simple mind of yours. It truly must be something powerful,” He got in closer, nearly bumping foreheads with the Dinobot, “And where there is power in a soldier…there is fear in a soldier.”

King Sombra’s horn flared brighter, slowly touching Grimlock’s forehead.

“Let’s see what my newest slave has in that mind of his….”

Grimlock struggled even harder, screaming words such as ‘no’ and ‘stop’ but ultimately failed to stop Sombra from going into his mind…in search of his greatest fear. King Sombra smiled with glee once he had entered the mind of a soldier, the visions and memories of the Dinobot playing in his mind.

The King saw several memories, all of them on Grimlock’s home world. He saw as Grimlock’s team entered this wasteland known as the Sea of Rust, instantly falling to these massive insect-like creatures. The memories shifted to a one-eyed Decepticon and three others standing over Grimlock, each of them jamming deadly surgical devices into Grimlock’s open wounds. Memories shifted once again, this one to where Grimlock was escaping the Space Bridge once it began to hit meltdown. His entire body flew upwards, morphing with the Space Bridge as it entered space and formed the portal, ultimately sending Grimlock to Equestria.

Sombra was so close…but something happened.

Something horrible happened. The vision faded. Grimlock's growls of anger grew stronger. Sombra’s smile changed to a look of despair once the memories fell apart and only an image of Grimlock remained in front of him. He didn't seem afraid, he didn't seem hurt. Sombra had just used his most powerful spell on this beast and it wasn't fazed. It just looked pissed.

Sombra gasped when shock when the beast did something completely unexpected. Grimlock held Sombra’s own head in his fist, blood dripping from his throat at a quick pace which landed on the dark floor with several splashes.

King Sombra’s eyes shot open, his horn fizzling out.

“I FEAR NOTHING!!!” Grimlock screamed, breaking free from his magical bonds and standing menacingly over the fallen King.

Sombra crawled away on his back, his eyes growing wide to see the Dinobot above him pull out a large, orange blade. He was even more terrified to see Grimlock drive the blade right for him…the sword jamming right into his chest.

King Sombra didn’t have enough time to teleport away…he felt every bit of pain.

As well as the amount of fear flowing through his veins.

____________________

A gentle nudge awakened the lavender unicorn.

Twilight squirmed on the ash she laid in, yawning, “…Ohhh…five more minutes, Spike…”

This time it was an ungentle nudge that woke her up. Twilight sat bolt upright, squinting her tired eyes around the area. It was completely dark, except for the small sliver of light escaping from the exit directly next to her. Ashes danced around in the small, gray light, eventually fading away. Twilight looked around, finally realizing that nothing had changed.

All around her were her closest friends, each of them gasping in relief to see her awake. Twilight even spotted Rainbow Dash among the group, smiling softly at her. Before she could hug her, Twilight had to know what had happened after the…

Twilight’s eyes grew wide.

“Oh, thank goodness you’re alright, darling,” Rarity gushed, gently stroking the tangles out of Twilight’s mane, “For a second there we thought you had-“

“Girls!” Twilight yelped, slowly getting back to her hooves and making her way to the exit. Fluttershy approached her, gently touching Twilight’s shoulder.

“Oh…Twilight, you’re cheek is b-bleeding. We should really cover it up so it doesn’t get infected.” Fluttershy quietly explained, reaching her shaking hoof forward to touch Twilight’s open cut on her cheek. But to her surprise, Twilight pulled away, her eyes focused on the exit.

“I’m fine, Fluttershy,” Twilight explained with her voice shaking, “But…something i-isn’t right here. Rainbow Dash,” She turned towards the Pegasus who lifted up her gaze towards her, “how did everything go? Did you give Grimlock the crystal?”

Rainbow Dash flashed a tiny grin.

“Y-yeah...don’t worry, though. Grimlock will take care of everything.” Rainbow Dash managed another smile before her gaze retreated downwards.

Twilight sighed with relief, “Well that’s good.”

Applejack stepped forward, gently nudging Rainbow Dash with her hoof. “Say, Dash, how did ya survive that there explosion? That sucker nearly wiped us clean off the face of Equestria.” Applejack explained in her western drawl.

The pink pony joined in the conversation, hopping right in between the two. “Yeah! Is it nice outside again? You gotta tell us, Dashie! You gotta, you gotta, you gotta!” Pinkie quickly shouted to her fellow Pegasus.

Rainbow Dash’s eyes darted across the ground. She eventually sighed and pointed her hoof over to the hole in the wall.

“I’d think it’d be better if you guys saw it for yourselves.” Rainbow Dash muttered, stamping her hoof on the ground quietly. Every other mare exchanged glances, eventually turning towards the hole and making their way outside.

They were all very lucky to have Blurr guide them to this safe location. Although it was just a tiny crystal house it had saved their lives along with Twilight’s shield protecting each one. None of the four mares had known what kind of horror laid ahead once they stepped outside into the light, but Twilight had this feeling that it wasn’t going to be good.

And she was right.

The five mares gasped in unison, Fluttershy nearly breaking down to tears along with Pinkie Pie. Rarity held her hoof over her mouth to keep from screaming. Applejack couldn’t even speak for that matter! Rainbow Dash merely stared at the ground, not really happy with seeing the carnage again. Twilight gulped hard, her eyes scanning the lifeless wasteland once known as the Crystal Empire.

It was impossible to see the once-magnificent empire that resided in this ruined landscape. The winds howled passed everypony’s ears, giving a slight chill to each mare as they all stepped out into the rubble-strewn roads. They were nothing but small specs in the vast, colorless wasteland. Once a bright, shining symbol of hope to all of Equestria, the Crystal Empire now lingered as a shattered husk of what it once was: a metropolis of peace and prosperity.

With millions of crystal debris, numerous shredded streets, a slew of splintered buildings, and incalculable pulverized houses, the Crystal Empire’s existence as a beacon of hope to all of Equestria now only exists as a figment of the equines’ imagination. What is left to mark the success for the crystal ponies who resided in this empire? For the Crystal Castle and its once gleaming, smooth architecture has now been reduced to mere memory.

That was the worst part of it.

When the Crystal Empire became ground zero for the new Autobot and Decepticon civil war to rage on, the entire area was reduced to rubble….including where the Crystal Castle once stood proudly.

Now all that remained was a towering mushroom-shaped cloud lingering in the air. The six ponies stared ahead, their eyes growing wide with shock and terror, although they tried to avert their eyes from the column of smoke and fire. For ashes rained with no remorse across the landscape, the howling winds pushing the ash right in everypony’s faces.

Twilight closed her eyes and blinked them furiously, trying ever so hard to get the small ash that had landed in her eye. Once that was done, she looked onwards towards the pillar of death and destruction: the mushroom cloud.

Its treacherous appearance filled her heart with hopelessness and sorrow. Fierce, sinister, and ominous were the only words that could describe this cloud of ash and debris rising into the air. Speaking of the air, all around them, the mares only saw ash and snow mixing together to form a white barrier of dread that covered what remained of the Crystal Empire.

But worst of all…the last hope for all of Equestria was gone…reduced to ash.

Twilight blinked fiercely, forcing the tears to stay in when realization finally hit her: the Crystal Castle was gone. What hope did they have now? There was no way they could inspire the crystal ponies (or if there even were crystal ponies anymore) to light the love and hope to fill the Crystal Heart. Heck, even if they did manage to raise their spirits it would still be useless. The Crystal Heart could only work and save Equestria if it was united with the castle itself.

All hope was lost…

This time Twilight knew it for sure.

All hope was lost.

Staring ahead at the column of smoke of darkness, Twilight took a seat on the tattered streets, sniffling loudly. The rest of her friends came to her side, each of them taking a seat as she did.

After a long moment of silence, the howling of the cold winds being the only sound, Twilight opened her eyes and let the tears break free. Her heart was broken…fully knowing that they couldn’t save their home from the Decepticons anymore.

King Sombra would rise to power.

The Decepticons would rule the planet.

And the new age of slavery and torture would begin because of their failure.

Twilight stared at the mushroom cloud, sniffling hard before they changed into whimpers.

“Oh no…..how are we supposed to save Equestria now?” Twilight asked practically no one, knowing that none of her friends had the answer to their predicament. They all knew as well as she did that there was nothing left for them to do.

Fluttershy stared at the ground, the ashes piling up on her pink mane. She looked up from the ground, her eyes filled with tears. “D-do we just…g-go home?”

Twilight closed her eyes, her head sagging lower.

“What good would that do?”

All of a sudden, the howling of the cold winds wasn’t the only sound audible to the ponies. A voice came out of the mist, causing each mare to look up in surprise.

“Hello?! Is anyone alive out there?! This is Hound!”

Twilight instantly shot up from where she was sitting, as well as the rest of her friends. If Hound was here…then that meant he had the crystal shards. The six mares scanned the battlefield, Twilight being the only one brave enough to shout out to him.

“Hound! It’s Twilight Sparkle! Follow my voice!” The unicorn screamed.

It only took a few seconds for Hound to answer back.

“Okay! I’m coming for you!”

The Element Bearers waited patiently and in silence, their eyes scanning the white walls of mist surrounding the area. Once again, the mares began to lose hope, realization returning to their minds to tell them that the crystal shards technically were useless now. But none of them could bear to tell Hound that…he had probably gone through a lot to get them.

Several more seconds had passed, and none of them even caught a glimpse of his green design or even the red Autobot insignia he carried. But they stared on, in hopes of finding the only Autobot that seemed to be functional in this wasteland.

It was quiet…then his voice came back.

“Alright…alright I’m here.”

The six mares turned their heads in a 180, each of them calmly smiling to see the Autobot soldier reach them, his right fist closed tight. All six of them stopped smiling once he came into view, Rarity’s smile changing into a look of horror.

Hound’s chest was ripped to shreds, but strangely no Energon was leaking out. Several scratch marks spread across his body along with one of his legs limping pretty badly. That didn’t stop the Autobot from giving each mare a…crooked grin?

Twilight tilted her head, her confusion quickly leaving her as did Hound’s strange smile. He gave them a tiny grin, finally coming into view. Hound knelt down in front of them, breathing calmly as each pony slowly approached him.

The violet unicorn’s eyes drifted downwards to where they landed on Hound’s closed fist, much to Hound’s dismay. He balled his fist even tighter, keeping his optics hard on the six ponies. Once she looked back up at him, her smile was quickly disappearing.

“Do you have the shards?” Twilight asked.

Hound narrowed his optics on her, refusing to talk for a few more seconds. Once their suspicions were soon to be aroused, he nodded, holding out his right fist.

“Yeah…I got ‘em.” Hound mumbled, opening his right hand to reveal twelve, perfectly carved shards. Each of them glowed dimly in his fist, the light quickly fading away once it was released to the elements around them.

Twilight’s spirit was crestfallen; the shards weren’t reacting to the castle anymore because there WAS no castle anymore. Keeping her emotions inside, Twilight forced a smile and thanked him properly.

“Thank you, Hound.” Twilight smiled, reaching her hoof forwards to grab the shards….but oddly enough…Hound pulled his hand away, closing it.

Twilight reared her hoof back, completely flabbergasted as to why Hound would do that. She looked at him again, finally realizing that his face bore no expression whatsoever. He just stared at her….with those two lifeless eyes.

“Ummm…” Twilight began, “mmm…if you could just give me the shards then we can…”

Hound shook his head.

“No.”

Each mare took a step back, their expressions of confusion mirroring each other’s. Twilight stared at Hound as if she couldn’t believe what she just heard. Snorting, Twilight stuck out her hoof and sternly said, “Hound. We need the shards now.”

Hound continued to stare at her, his fist balling even harder. “I’m afraid I can’t do that, Twilight.” Hound casually explained, slowly shaking his head.

The unicorn was about to say something again, probably going to shout at him, but instead it was Pinkie Pie to answer to this. She giggled uncontrollably, smacking her hoof on the tattered grounds.

“Hee, hee, hee! Good one, Hound! But we already played ‘Keep Away’ with Soundwave today! So yeah…we kinda need the shards.” Pinkie smiled broadly at the Autobot, it as well quickly fading away when Hound turned his stone-cold stare at the pastel earth pony.

Hound continued to stare at the pink pony, just to make sure her smile left her face so he could explain. When it was gone along with every other mare’s, he answered, “This is no game, Pinkie Pie. I’m not giving you the shards.”

Pinkie Pie’s lower lip puffed out, giving her best puppy dog eyes. “Come on, Hound. This isn’t funny anymore.”

“Then why were you laughing before?” Hound retorted to the pink pony, causing her to retreat next to Applejack.

Seeing this play out, Rainbow Dash scoffed, flaring up her wings to fly in mid-air. Once she was airborne, she began to grow a hard glare towards the Autobot. “Okay, Hound, how ‘bout you just give us the crystal shards and we won’t tell Optimus how you’re actin’, huh?”

“Optimus is dead.”

Rainbow Dash stopped flying, her body softly landing on the ground with a soft thud as each mare stared at the green Autobot kneeling down in front of them. Twilight’s lower lip began to quiver, her body trembling.

“W-what?” Twilight shuddered.

Hound nodded, sighing casually, “Yep…he’s dead, alright. Along with every other Autobot, he was probably blasted to shreds in that explosion.”

Rarity shook her head, snorting in anger, “How can you be so casual about this?! If Optimus is gone then why aren’t you even a bit sad about that?!”

The Autobot turned his head towards the unicorn, his optics hardening on her. Leaning in closer, the mares couldn’t even believe that he actually growled at their fellow unicorn.

“Because I don’t give a scrap, lady,” Hound growled, his optics scanning each pony in front of him, “Optimus Prime and the Autobots are dead…giving the Decepticons a full advantage on taking over this planet and putting you ponies into slavery.”

Applejack took several steps back along with the rest of her friends. She picked at her ear with a hoof, glaring at the green Autobot. “Mah hearin’ better be goin’ south if Ah didn’t hear what Ah thought Ah heard!” Applejack said, stamping her hoof on the ground.

Hound nodded, chuckling, “Oh you heard every single word, cowgirl.”

That wasn’t the answer Applejack wanted to get.

“What?!” She screamed, “W-what are you thinkin’?! Yer talkin’ just like a Decepticon!”

Hound’s chuckles turned into a short but strong laughter. The six Elements backed off, their eyes growing wide and their breathing increasing once Hound finished his statement on them.

“Oh you definitely haven’t figured it out yet, have you?” Hound asked, bringing up his left hand and slowly swiping it over his chest. When his hand went down, the six ponies yelped in surprise, their shock reaching an uncontrollable level.

There glowed a bright Decepticon symbol on Hound’s chest.

Twilight forced her eyes to fall off the dreaded symbol on Hound’s chest to stare at Hound’s face, her face contorting into disgust and terror.

"I...am a Decepticon." Hound smiled at them with a crooked, wicked, and evil smile.

When none of them had the bravery to even speak out to this, Hound shrugged, standing back up to full height. He had expected a bigger surprise from the ponies, obviously from one of the Autobots being a traitor this entire time. But when they all just stared at him with that blank, shocked expression, he smiled broadly, ready to explain his plan.

“Well…since you are all most certain to die here, it wouldn’t hurt to tell you of my story now would it?” He asked, his optics scanning the six mares over and over.

When they didn’t respond, he began, “You see…my name is not really Hound, obviously hehehe… My name is Makeshift…I’m what you might call a Decepticon ‘Shapeshifter,’” Makeshift slowly said the word so the ponies could get it clearly, “During the Autobot exodus on Cybertron, Megatron and his elite Decepticons piled onto the Nemesis for immediate departure. Along with myself, the strongest of every Decepticon flooded into the Nemesis for attack on Optimus Prime’s vessel…the Ark.”

The ponies didn’t even flinch, giving him their blank stares.

He continued, “Anyways, I used my expertise on shifting and sneaking throughout the Ark until I found the perfect body: Hound. That young Autobot soldier didn’t stand a chance. After I killed him, I took his form and proceeded to masquerade as the Autobot. What a perfect opportunity as well…for we arrived on your world shortly after the Space Bridge sent us here for the first time.”

That seemed to get the wanted expression Makeshift had been wanting. The six ponies gawked at him, terror filled their eyes but their ears were open and listening carefully. But they still didn’t talk, giving Makeshift a small frown.

Makeshift shook his head, silently mumbling something before he continued, “It was easy pretending to be Hound. All I had to do was stay in the background and speak only a few times. I even forced myself to befriend your brother, Twilight.”

Twilight’s eyes grew wide, her glare now hardening on the wretched Autobot traitor that stood before her. Makeshift chuckled, finally getting the unicorn’s full attention.

“You stay away from my brother you…you…you monster!” Twilight screamed with her horn beginning to flare up, ready to strike him down.

Makeshift flashed a scrap-eating grin, lifting up his left hand as he continued, “Trust me, unicorn, I wanted to. But to remain incognito long enough for me to reveal my true identity would have to take some time. Which it eventually did. I lived with the Autobots for many months, learning their secrets, gaining their trust and all that, and it was only until we came to your world for a second time that I could unveil my true quest: killing the Autobots.”

Makeshift looked at his left fist, smiling proudly at his handiwork.

“I succeeded.”

Gaining enough courage, Fluttershy rose up from where she was curled in a ball to ask, “W-what d-did you d-d-do?” Makeshift brought his attention to the timid Pegasus, his blue optics flashing red. “EEP!” Fluttershy yelped and flew behind Rarity, cowering with her hooves shutting out her eyes.

Makeshift smiled again, glaring at each pony. Rainbow Dash, Applejack, Rarity, Twilight, and Pinkie Pie all glared back. Fluttershy refused to look at him again out of fear. Makeshift didn’t care about her…he just needed to let them know who he finished off.

“Well…since you asked so nicely…I’ll tell you all what happened,” Makeshift smiled at the six mares, bringing up his left fist and jabbing a thumb to his chest, “I received Jazz’s message. He was injured…and carrying precious cargo. This was my moment…I had to act now…so I did. Once Jazz, Cliffjumper, and Bumblebee came to me, I killed each of them off, swiping the shards away and making my retreat so I could find you six.”

If he was happy to have their attention before then he was actually excited to see each of them give a horrified expression, possibly when he told them about the three Autobots’ demise. The white unicorn flashed tiny tears in her eyes, bringing up her foreleg and sobbing into it. The pink pony’s mane deflated, her hind legs gave out as she stared at the ground with big, teary eyes. The yellow Pegasus broke down to full-out sobbing, her hooves completely blocking out her teal-colored eyes

While the other three glared at him, each of them sporting small tears, the three that were crying refused to look at Makeshift anymore. He growled, bringing his attention to the lavender unicorn.

“Oh why don’t you just cry like the rest of your friends over there? Slug was right, you are all nothing but weak and worthless little bugs in our path….and you should feel inferior to us. Decepticons are going to be your new masters, Twilight Sparkle, the sooner you accept that the sooner it’ll be for you to bow down to lord Megatron.” Makeshift leaned down and brought his hand underneath Twilight’s chin.

Twilight smacked his hand away with her hoof, glaring at the Decepticon in disguise with a terrible stare. She growled quietly, stamping her hoof on the ground. “No! I don’t care what you say! Even if Jazz, Cliffjumper, and Bumblebee are dead that doesn’t mean we’re going to give up to the likes of you! We’re going to fight on until the last breath if we have to!” Twilight shouted. Rainbow Dash finished it off with a small glob of spit that hit Makeshift right on the cheek.

The Decepticon in disguise merely laughed, standing back up. After wiping the spit off his face, he chuckled a bit and said, “Well too bad. I’m not letting you six go anywhere. After your little incident last time with stopping Discord and actually having lord Megatron surrender to the Autobots, it got me wondering…that you six seem to have a way with saving the world. So yeah I’m just gonna kill you all right now.”

He was done talking…Twilight knew this because he lifted up his left hand in the air, a large, purple blade suddenly replacing his hand.

But right before the six Elements could react or before Makeshift could bring down the blade, the Decepticon stopped, screaming in pain once a red sword was driven right through his chest.

To his surprise, Makeshift was lifted up, the red sword digging deeper into his spark. Makeshift howled in pain, his form of Autobot Hound flashing wildly to the ponies’ amazement. For once they saw Hound, and then they saw a dark Decepticon, then Hound, then the dark Decepticon, then over and over again.

Right when Makeshift didn’t think his body could take anymore…it couldn’t.

The red sword ripped Makeshift’s body in half going upwards, the dead Decepticon falling to the ground in a pile of scrap.

Once his spark had vanished, the six ponies breathed in heavily, their colorful eyes drifting upwards to see their savior. All they saw in the misty air were those twin Autobot insignias glowing red, followed by the twin blue optics and glowing red sword.

Twilight knew this Autobot by heart.

“Optimus,” Twilight gasped, running forward but stopping only a few feet from Makeshift’s tangled mess, “th-thank you for saving us, Optimus.”

Once the other five had arrived, Optimus Prime sighed with relief once he spotted Rainbow Dash. He had once believed that something terrible had happened to her, but he could cast those thoughts away when Applejack began to talk.

“Optimus,” Applejack began, “this varmint here named…uhh…Makeshift, yeah, he…h-he killed Hound and has been takin’ his form this entire time!”

Fluttershy stepped forward, wiping away her tears as she breathed, “He told us th-that you died…along with Bumblebee…Cliffjumper….and Jazz. Please…please tell us he’s lying.”

The last Prime couldn’t bear to look at her tear-stained face anymore. He brought his gaze downwards to where his optics landed on the dead Decepticon. Giving it a light kick, Optimus quietly said, “Trust not in Decepticons…or Autobot traitors. Cliffjumper and Bumblebee are still alive.”

But when he looked back at the six mares, he sighed heavily, bringing his soft gaze towards Pinkie Pie especially.

“But…I’m afraid he wasn’t lying about Jazz.”

When he said that, Pinkie Pie whimpered hard, breaking down into heavy tears yet again. Optimus watched with such a broken spark as Applejack and Rarity trotted over to their pink friend, gently nuzzling her in an obvious show of comfort.

Optimus looked down at Makeshift’s remains again. “Twilight, come here.” Optimus addressed the unicorn, watching as Twilight slowly came up to Makeshift’s dead body. Optimus kicked it hard this time, looking down to see Makeshift’s hand open up.

Twilight’s mouth opened but no words could escape. Her eyes were locked on the twelve crystal shards completely unharmed and lying in the Decepticon’s grasp. She levitated each piece, holding them in mid-air. She smiled at the last Prime.

She opened her mouth to speak again….

…until a very large explosion came from behind them.

Everypony spun around, even Optimus Prime looked forward to see what the commotion was. The mushroom cloud remained in its position…but something had fallen into the crater where the castle had once stood….

Instinctively, the six ponies slowly trotted over to the crater with Optimus Prime right behind them. Dodging several large pieces of rubble in their way, they made it to the edge to where Twilight peeked over first.

What she saw had to be part of her imagination.

Something was stirring in the crater…..rumbling…..growling….moving….

It was only until then did the yellow eyes shine in the darkness below.

Author's Note

10 internet points to whoever guesses what was in the crater right.

One Shall Stand

-CHAPTER XXVII: ONE SHALL STAND-

“YOU CANNOT STOP ME, PUNY AUTOBOTS AND DECEPTICONS! I AM…TRYPTICON. I AM…YOUR DEATH!”

TELETRAAN OFFLINE

____________________

“But…I’m afraid he wasn’t lying about Jazz.”

When he said that, Pinkie Pie whimpered hard, breaking down into heavy tears yet again. Optimus watched with such a broken spark as Applejack and Rarity trotted over to their pink friend, gently nuzzling her in an obvious show of comfort.

Optimus looked down at Makeshift’s remains again. “Twilight, come here.” Optimus addressed the unicorn, watching as Twilight slowly came up to Makeshift’s dead body. Optimus kicked it hard this time, looking down to see Makeshift’s hand open up.

Twilight’s mouth opened but no words could escape. Her eyes were locked on the twelve crystal shards completely unharmed and lying in the Decepticon’s grasp. She levitated each piece, holding them in mid-air as she smiled at the last Prime.

She opened her mouth to speak again….

…until a very large explosion came from behind them.

Everypony spun around, even Optimus Prime looked forward to see what the commotion was. The mushroom cloud remained in its position…but something had fallen into the crater where the castle had once stood….

Instinctively, the six ponies slowly trotted over to the crater with Optimus Prime right behind them. Dodging several large pieces of rubble in their way, they made it to the edge to where Twilight peeked over first.

What she saw had to be part of her imagination.

Something was stirring in the crater…..rumbling…..growling….moving….

It was only until then did the yellow eyes shine in the darkness below.

____________________

-10 MINUTES EARLIER-

Jetfire opened his optics, slowly standing up and rubbing his head in immense pain.

It was only until his optics landed on the massive hole in the center of the room that he remembered all that had happened before he had passed out. Jetfire quickly stood up, involuntarily hunching his shoulder when a massive wave of soreness went straight through him. He quickly made his way over to the hole in the ground, muttering words of horror.

“No…no, no, no, no, please no.” Jetfire mumbled under his breath, peeking over the edge of the orbital cannon.

What he saw…was too much.

The Crystal Castle….there was no castle anymore. All that remained was a rising tower of smoke and ash slowly reaching the cannon room. Jetfire took a step back, reality seeping into his mind to tell him that he had failed as an Autobot. He failed to stop the Nemesis from destroying the only hope Equestria had left.

He fell to his knees, clenching his fists as he hung there in misery.

Jetfire wanted to scream, but instead of that he smashed his hand on the hard, metal floor, denting it slightly. After several more silent moments alone, Jetfire opened his optics again, staring at the floor.

Ashes.

He looked forward, watching as more and more ashes slowly fluttered into the orbital cannon room through the massive hole in the center. They all flew upwards, hanging in mid-air before descending down and landing on the floor.

A new feeling came to him: anger.

He clenched his fists hard again, glaring at the massive cannon above his head. Even though he failed to stop it from destroying Equestria’s last hope, he was going to do some massive damage on this ship…and ultimately Trypticon.

Jetfire spun around, making his way over to his unconscious teammates. Each of them were scattered across the large room, each of them out cold. After waking each one of them up, Jetfire got back up to full height, turning his gaze towards the far wall. Slingshot rubbed his forehead in pain, making his way over to Jetfire.

“What’s the plan now, boss?” Slingshot asked as the other Aerialbots circled around him, turning towards Jetfire for an answer.

Jetfire sighed heavily, glaring at the far wall.

“We’re gonna take down the Nemesis…by destroying the conversion cog.”

Each Aerialbot minus Jetfire exchanged shocked glances, eventually falling back to the ‘crazed’ Aerialbot. Air Raid stepped forward, nearly jamming his finger in Jetfire’s chest.

“Are you insane, Jetfire?! You out of all of us know what’ll happen if we do that!” Air Raid shouted but retreated back to silence once a deep growl was heard echoing through the flagship. Once the growling subsided, Jetfire nodded.

“I know, Air Raid. But do you think that now that the castle, the one thing that could’ve saved this world is gone, that we can still have a chance to fight back? Did you ever wonder for one nano-click that we can make a difference…to change the course of this war?” Jetfire asked, his blue optics brimming with sorrow.

“If we don’t stop the Nemesis now…..its rampage of destruction will keep going.”

The Aerialbots hung their heads in sorrow, each of them slowly feeling the pain and suffering the ponies must be feeling down below them. After a few seconds of silence, each of them slowly nodded, turning their gazes towards Jetfire.

“Okay, Jetfire,” Silverbolt said, “you lead the way.”

Jetfire smiled, facing the far wall yet again. After a few seconds of calculating, Jetfire had to find out where the conversion cog might be. Last time it was in the control center of the orbital gun back on Cybertron….so that means…

“Okay, Aerialbots, we’re going to destroy the conversion cog and re-route Trypticon to his original form. Anything is better than the Nemesis at this desperate time. Once Trypticon has fallen to the crater below us, we can contact any surviving Autobot down there so we can bring him to an end.” Jetfire explained, morphing his right arm into a thermo rocket cannon.

“Stand back, everybody.” Jetfire warned, firing three missiles at the far wall. Each Autobot shielded their optics, glancing back to see Jetfire transform and fly right through the hole he had just created. The Aerialbots all joined together, transforming and taking off right on Jetfire’s tail.

It was impossible to explain every detail the six Aerialbots faced while flying through the twisted turns and jagged edges of the Nemesis’ inner sanctums. Jetfire led the way; using rockets to blast open the walls in front of him so none of his team could get lost in this dark maze. Fireflight caught up to Jetfire, quickly shouting.

“My scanners show that there is large quantity of unstable energy coming ten meters forward!” Fireflight shouted, dodging the tight turns and sharp corners.

“That’s the conversion cog!” Jetfire shouted, sending one missile to the wall in front of him and his team. After the explosion, the six Aerialbots flew into a new area…full of darkness.

They could feel it. A dark entity was flowing through their circuits as they flew into the vast openness of the Nemesis’ bridge. The massive glass shield in front of the room was shattered, thousands of ashes raining inside along with the dark clouds flowing past it. Jetfire faced the nose of his vehicle mode forward….to where he saw what Fireflight was talking about.

Fireflight flew forward, his scanners going wild near a large dome of some sorts stuck to the floor in the center of the damaged bridge.

“Scanners show….oh Primus….Jetfire, you gotta come check this out!” Fireflight shouted, hovering closer to the large dome.

Once Jetfire and the others finally arrived to his location, Jetfire hovered downwards, the nose of his vehicle mode nearly hitting the dome. Jetfire looked downwards, to where he spotted a glowing red orb in the center, its essence practically sparking pure energy.

Jetfire knew what this was….Trypticon’s conversion cog.

He had to act now.

“Aerialbots, destroy the conversion cog now!” Jetfire screamed, flying backwards and taking the very first shot. He launched a single missile forward that smacked perfectly on the side of the dome. Once the explosion of the rocket hit the dome, the entire ship rocked back and forth.

“RAAAAWWWWWW!!!!!!!”

Skydive looked back and forth, mentally quivering in fear.

“I think we just made it angry.” Skydive muttered, immediately being silenced to Trypticon’s terrifying voice echoing throughout the bridge.

“INSOLENT LITTLE TRASH-HEAPS! YOU WILL NEVER DESTROY ME!!!”

Instantly, several sentry turrets appeared on the walls and floors, each of them aiming for the six Autobots. They fired in unison, the Aerialbots taking immediate action and dodging the incoming fire.

“Whatever we’re doing we have to finish it now, Jetfire!” Silverbolt screamed, flying wildly in mid-flight.

Jetfire mentally groaned, destroying several turrets blocking him from his goal. Once he was in-range, Jetfire hovered a few feet away from the dome, his rockets reloading. “Aerialbots, fire on the dome now!” He shouted, activating his back thrusters.

“We’ll try our best!” Skydive shouted, dodging the missiles intended for him and firing missiles of his own on the dome.

“Here goes nothin’!” Air Raid bellowed, firing several rockets towards the dome.

“Let’s take it down!” Silverbolt screamed, diving downwards and bombing the dome.

“Yeah what Silverbolt said!” Fireflight added in, with him and Slingshot flying right for the dome, their rockets soaring right from under them and smacking against the heavy metal.

“I sure hope you know what you’re doing!” Slingshot commented, making his retreat to make way for Jetfire as he swooped down to deliver the final blow.

Once the missiles hit their mark, the dome actually shattered with pieces of metal flying everywhere. Trypticon’s groans of pain could still be heard throughout the bridge as Jetfire flew in closer and closer.

“YOU WILL SUFFER FOR THIS, AUTOBOTS!!!”

All it took was one missile and a perfect lock-on.

Jetfire shot one missile that hit the glowing orb in the center of the dome, destroying it instantly. As soon as that happened, the entire bridge, it’s once glorious interior was now falling apart. Trypticon screamed, his entire form….changing.

“NO! NO!!! CANNOT MAINTAIN NEMESIS FORM!!!!!!”

Jetfire took his focus off the dome and onto the glass shield in the front of the bridge. The glass began to shatter, large, pointed pieces of red-hot metal erupting from the floor and locking in place. Silverbolt flew right passed Jetfire, bringing him back to reality.

“We have to get out of here now!” Silverbolt screamed, taking off towards the only opening in the Nemesis: the shattered glass window.

“What’s he changing into?” Skydive questioned, his thrusters deactivating as he stared in horror above him. Several pieces of jagged metal formed and locked in place above all six Aerialbots, receiving several stutters from Skydive.

“A-are t-those t-t-teeth?!”

Jetfire soared right passed him, bringing the Aerialbot back to the real world. Together, all six Autobots dodged the growing spikes that jammed upwards and downwards from the floor to the ceiling. At first Jetfire’s anger had made him lose control on all sense he had, for he had destroyed Trypticon’s conversion cog….re-routing it back into……

The bridge was ripped apart before the Aerialbots’ optics, their fears only intensifying when the top and bottom half opened up and screeched. The Aerialbots luckily escaped the Nemesis through the shattered window in front of them, but they had bigger worries ahead of them.

Jetfire had made a terrible mistake.

Outside in the storm-filled clouds, the Nemesis was being torn apart. No…it was changing. Once the six Autobots flew out of it, the entire flagship whirred, clicked, morphed, shaped, and formed something else….something terrifying.

Jetfire stopped flying away, slowly turning around to witness what he had done.

He couldn’t believe it…but it happened. The Nemesis was no more; a once horrifying flagship for the Decepticon leader was now a beast of epic proportions, its terror and power to outmatch all foolhardy enough to challenge it. Jetfire watched the entire time, his anger now being replaced with something he had felt once before…

Regret.

Jetfire stared ahead as the Nemesis transformed into the mighty Trypticon, the Decepticon beast free-falling to the crater to which it created. And the entire time….Jetfire could only imagine the suffering Optimus Prime, the Autobots, and the ponies will face once they meet that wretched monster….and it was all because of him.

“HA! HA! HA! YOU HAVEN’T DEFEATED ME, AUTOBOTS! YOU HAVE ONLY UNTETHERED YOUR OWN DESTROYER!!!!!”

____________________

“Adjusting optical sensors…”

Megatron awakened, looking down at his fists. There he could see them tattered, shredded, and war-torn. He looked for the location of the voice he had heard, his optics landing on the Decepticon Communications Officer practically standing over him.

Soundwave offered his hand to Megatron below him. “Lord Megatron, the Decepticons crave your guidance. A new threat has emerged. Quickly, give me your hand.” Soundwave spoke to his master.

Mentally growling, Megatron realized that this was the only support he would be getting for a while. He lifted his hand upwards to where Soundwave gripped it in his and lifted him up. Once Megatron was back to his feet, he turned towards his Communications Officer.

“What has happened?” Megatron asked, his voice as raspy as ever.

His only answer was Soundwave pointing towards the rising column of smoke.

Megatron followed his finger, his optics finally landing on the mushroom cloud that seemed to be fading away in the air. Nothing new, really…Megatron had already seen that cloud created by….

Now he saw it…..

Something was inside of the crater, the only thing remaining from the Nemesis’ orbital strike.

“Let’s move out,” Megatron grunted, slightly touching his chest in pain, “Contact Shockwave and the other loyalists to our position. We may need ALL our soldiers for this.” He brought his gaze off the cloud over the massive crater and onto the Communications Officer right as he began to speak.

“I have already done the liberty of contacting the Combaticons, the Stunticons, the Insecticons, Barricade, Thundercracker and his squadron, and of course Shockwave. They are nearing the crater as we speak.” Soundwave coldly explained, his red visor scanning the dusty streets for any signs of life.

Megatron nodded, wincing with each step forward. “Very good, Soundwave. Quickly, I see them coming into focus.” Megatron quietly said, limping faster when the Decepticon insignias began coming closer……

But something was off….

There were red symbols as well as the purple.

Megatron knew what this was. He scowled lightly, immediately hunching forward once the pain returned even harder this time. Soundwave reared forward and held his master up, holding him so he wouldn’t fall.

The Decepticon leader knew he couldn’t fight the Autobots for long, especially the entire Autobot army ahead of him. The pain in his circuits along with the terrible migraine in his forehead would certainly hinder his progress to fight.

As much as he hated to admit it…really hated to admit it…he needed their help.

He would have to make peace with them….for now.

Besides…they would need ALL of their soldiers for whatever had landed in the crater. It was something truly powerful as well….Megatron could feel it, which meant…they would need all the help they could get. Autobots were stupid and trustworthy enough to believe him in this case anyways.

Megatron sighed heavily, pushing Soundwave off of him as they entered the clearing.

He wasn’t that well with negotiations….but he could definitely make a scene.

___________________

Twilight backed away from the crater, her eyes wide with shock.

Levitating the twelve crystal shards downwards in front of her haunches, Twilight’s chest rose and fell at a quick pace, as if she just saw death preparing to take her soul away. It was actually pretty similar to that…

Twilight Sparkle didn’t even know what was down there in the crater…and she was already afraid of it. Those yellow eyes had stared directly at her only…as if whatever was down there had found her as its newest target.

A sudden commotion brought the unicorn’s head backwards, her gasps echoing with her friends’.

The entire Autobot army was behind them….well…not all of them. The only ones that were actually there and standing were Optimus Prime, Sideswipe, Ratchet, Ironhide, Wheeljack, Perceptor, Blaster, and Warpath. A sudden pain in each mare’s chest brought them back to remember that Jazz, Cliffjumper, Bumblebee, Snarl, Swoop, and Slug were possibly injured beyond repair…maybe even dead. Hound was the traitor so he was definitely not there anymore.

No sign of Grimlock….or Ultra Magnus.

The Autobots were all scattered across the street, each of them slowly approaching the crater. Optimus led the way, his hands slowly swaying side to side as he moved up. But that wasn’t why the six ponies gasped….they gasped when the Decepticon army emerged out of the mist.

Slowly, each main Decepticon all six of them knew by name exited the smoke and ash and walked into the clearing, each of them visibly limping. Oddly enough, none of them dared to attack the Autobots, Twilight believed that they were possibly too injured or had their focus on the crater…and what had fallen into it.

Onslaught, Brawl, Swindle, Vortex, Blast Off, Motormaster, Dragstrip, Wildrider, Breakdown, Dead End, Barricade, Sharpshot, Hardshell, Kickback, and Shockwave. The entire Decepticon army (minus the armada the six mares had seen falling from the skies) was there and walking right for them, their red, yellow, and purple optics all focused on the massive crater where the Crystal Castle once stood proudly and visibly.

Twilight dared not take her eyes off the Decepticon forces. She had witnessed first hoof their ambition for conquest: their armies destroying Canterlot, Bruticus burning Ponyville to the ground, and of course the colonization of the Decepticon re-birth right here on their home planet of Equestria. All the while, Twilight still couldn’t understand why they didn’t just attack the Autobots when they had the chance to do so. The Decepticons just walked forward, some of them even standing next to an Autobot or two!

She quickly found out why…

Two Decepticons, who Twilight presumed to be Wildrider and Dead End, backed away when a large bipedal creature pushed them aside, making its way into the clearing. Twilight could hear her friends next to her quietly growl in unison when the creature finally came into focus “Megatron.” Twilight spat out the words as if it was dirt on her tongue.

But strangely, Megatron, out of all of the Decepticons, did not attack the Autobots when he had spotted them. Many of them (including Decepticons alike) all gasped and backed away when Megatron and his trusty lieutenant Soundwave walked forward. That seemed to get a certain bot’s attention.

Twilight looked up, her eyes growing wide with anticipation once Optimus Prime slowly turned his head back to see his old rival and hated brother emerge forward, his limp almost as bland as his attitude.

Megatron stopped once Prime had spotted him, Soundwave as well. He narrowed his red optics at the very Prime he could not defeat, Optimus doing the same. For a short while, Optimus could see no vile attempt in Megatron’s optics to thwart him at that very instant, no ambition to crush his very essence along with the Autobot spirit.

It was strange….but Megatron didn’t seem threatening.

After a short, pregnant pause, Optimus was about to speak out against this, but Megatron acted first and lifted up his hand towards Prime, quietly but sternly explaining, “I have no need to fight you, Optimus ‘Prime’. We have a bigger problem as it seems…”

Megatron made himself taller, the pain he was feeling faded away.

“And that goes for all of you! I don’t want to see another dead Autobot until this new foe is dealt with! Whether you like it or not, we will NOT be harming the Autobots until I say so!” Megatron announced, mush to the other Decepticons’ dismay.

Many of them groaned, some of them shouting out against their master as to why he would even say such a thing! But their questions died away once Megatron finished his statement.

“Unless you want to end up like Starscream…an exiled traitor of the Decepticons?”

That seemed to get the response Megatron wanted. None of the Decepticons spoke out, none of them argued. Megatron could feel Shockwave’s cold glare pierce through the back of his head, but that didn’t matter right now….what really mattered was figuring out what this was all about.

Megatron approached Optimus Prime; he looked down to see the six familiar equines get in a pouncing stance, ready to attack him. Except for the yellow one with pink hair and the pink one with a deflated mane, each pony was giving him the worst glare he had ever seen….and he’d seen a lot.

“Back off, ponies,” Megatron snarled, “I will not harm your precious Autobots…yet. If you will let me, I would like to have a conversation with Prime. And if you won’t let me….well….I think you all know what I might do.”

That seemed to do the trick. The mares began to cool down, their glares fading away like mist. But Megatron didn’t have long to enjoy it, for Prime had shoved his hand none-too-gently in Megatron’s shoulder.

“Leave them out of this, Megatron,” Optimus said in a stern tone, his optics hard on the Decepticon leader, “I know what you want to discuss….and it is true.”

His glare left his facial features, allowing Megatron to gain his own glare as Prime finished his statement.

“Trypticon has fallen into the crater.”

Twilight’s ears perked up at that. That name had lit a light bulb in her brain, allowing the gears to grind in her thoughts as to how everything played through. The Nemesis was hovering over the Crystal Castle, it destroyed it, and now it somehow transformed and landed inside the crater to become Trypticon.

She shuddered slightly, unwanted memories raining over her thoughts of her wretched nightmare where she first heard the name. Shockwave mentioning that Trypticon was actually the Nemesis in disguise right before he jammed the blade right into her-

“I see…and how do you suppose we stop Trypticon, Prime?” Megatron asked, completely shattering Twilight’s thoughts.

Optimus was silent for a few moments, his optics scanning the rubble-strewn road. When it seemed like he didn’t have an answer, Ironhide stepped in between the two leaders, explaining his own thoughts.

“We could do it just like last time, Optimus,” Ironhide exclaimed, “Using precise attacks to injure Trypticon’s weak points until he crumbles down. It worked last time then it could work again.”

Megatron crossed his arms, scowling under his breath.

“Autobots…so unpredictable.”

Ignoring Megatron’s comment, Optimus patted Ironhide on the shoulder, nodding his head slowly. “Nice idea, Ironhide, we can use the same plan as last time,” Optimus brought his attention to the large army of Autobots and Decepticons behind Ironhide, “but now….we have more comrades to assist us.”

Optimus let his hand fall to his side, his head facing Megatron.

“Megatron, will you and your Decepticons help us to take down Trypticon? With our combined efforts, we can drop all bad blood between us and rise up to defeat a greater force that is stirring inside that crater.” Optimus held out his hand towards his once-brother.

Megatron thought about it. His optics turning towards the six ponies sitting at Prime’s side. He almost laughed at their expressions, but decided against it when he knew that his would soon be similar to theirs with what he was about to do.

He nodded, but dared not to shake Prime’s hand a second time.

“For now, Optimus.” Megatron quietly said, really hoping that no one but Prime had heard.

The Autobots and Decepticons around them shared unsure glances between each other, as if really deciding if they should assist their sworn enemies. The Elements of Harmony seemed to be doing the same, except their glances were focused towards the Decepticons.

Twilight, Fluttershy, Rainbow Dash, Applejack, Rarity, and Pinkie Pie all stared ahead at the Decepticons and their leader, their eyes wide with shock and surprise. Although they had seen this only once before, during Discord’s fall to Optimus Prime and Megatron joining forces back in Canterlot, it was still really odd to see two forces of sworn hatred simply stand next to each other. It was like waiting for a bomb to go off.

Megatron was once again to shatter Twilight’s thoughts.

He stepped forward; right by Prime’s left side as he stared into the dark crater before him. He frowned, finding himself asking Optimus Prime on what to do.

It was odd asking his hated brother on what their next attack should be.

“What do you have in mind, Optimus ‘Pri-?”

He never got to finish….for a dark shadow erupted right in front of both leaders.

“Megatron, look out!” Soundwave shouted, backing away with each Decepticon and Autobot. Instinctively, Megatron and Optimus Prime backed off from the towering shadow rising high above each of their heads.

Twilight found herself quickly scrambling away on her hooves, her eyes darting downwards quickly to levitate the twelve shards away from the darkness slowly overcoming the ground. Once she and her friends had found a safe distance at Optimus’ feet, they stared above at the tower of darkness, their colorful eyes growing wide to see the twin green orbs glow in the middle.

“King Sombra!”

The shadow melted away, revealing a truly horrific face with a very, VERY wide grin. Several rows of razor sharp teeth hung in his mouth, only bringing everybody’s eyes upwards to see those glowing green eyes, followed by the purple mist fading away at the eyelashes.

King Sombra smiled broadly, his shadowy head hovering above each Cybertronian.

“MY GLORIOUS SLAAAAAAVES!” King Sombra growled.

At first blush, no Autobot or Decepticon seemed to understand what he meant by that. It wasn’t long before the Decepticons’ anger was aroused by this.

“Hey,” Barricade shouted, pointing a deadly finger at the colossal shadow above him, “We are NOBODY’S slaves, you scrap-eating freak!”

Many Decepticons nodded in unison, shouting words of hate towards the King. Unfortunately, this only caused Sombra to chuckle in delight, his giant head slowly flying above their heads. They couldn’t help but feel their spines quiver when that deep voice echoed overhead.

“HAVE YOU ALL FORGOTTEN YOUR PLACE ALREADY? YOUR LORD AND MASTER HAS ALREADY SUCCUMB TO MY POWER…YOU SHOULD ALL FOLLOW IN HIS FOOTSTEPS.” King Sombra growled, licking his lips once he appeared over Megatron.

Megatron clenched his fist, pointing his other one towards the so-called “King”.

“LIES! DECEIT! Do not listen to him, my brethren! He is nothing but a pest in our path of conquest!” Megatron shouted, his anger boiling up to a new level. But when he shouted those words, his red optics flashed green before he nearly fell on his face, clutching his head in pain.

King Sombra laughed manically, his green eyes watching as Soundwave helped up his master with obvious glee. During his chuckles, Sombra lowered himself down to the only equines in his presence at the moment. Twilight and her friends backed away closer to Prime’s feet, their eyes growing wide once Sombra’s giant face was suddenly pushed closer to theirs’.

“SO….YOU SEEMED TO HAVE MADE IT THIS FAR,” His glare landed on the cyan Pegasus from before, his smile growing wider to show the mare his rows of teeth, “AWWW…YOU MUST BE RAINBOW DASH...GRIMLOCK AND I HAD THE MOST WONDERFUL DISCUSSION ABOUT YOU.”

Optimus Prime brought his attention down to Rainbow Dash, along with every other Autobot. Their confusion just as strong as every other bots’. Sombra just said he had a discussion with Grimlock, that couldn’t be true because Grimlock was dead….wasn’t he?

Instantly, Rainbow’s wings flared up, her eyes glaring at the shadowy figure of King Sombra.

“You stay away from him, you…you…excuse of a king!” Rainbow shouted, much to Sombra’s dismay.

His green eyes began to glow red, his massive horn began to spark up. Rainbow smiled, knowing she just got him angry. Her smile changed to a look of despair once Sombra charged up his horn, ready to strike her down.

Instead, Rainbow looked forward to see a massive black fist grab her and bring her back to the ground softly, the same hand using itself as a protective shield to cover the six ponies. Everypony looked up to see Optimus covering them, his blue eyes locked on with Sombra’s green.

Once he did that, Sombra’s horn died down, his eyes now locked on with the last Prime’s.

“It’s you…and me, Sombra. Leave the ponies out of this…they have done you no harm. If you truly want to fight someone to release your anger…then you can try to vanquish me instead.” Optimus Prime muttered, never taking his hand away from the six equines.

“Optimus…no.” Twilight whimpered, her eyes beginning to burn fresh tears. She brought her attention back to Sombra, who seemed to have taken that quite funny.

King Sombra laughed hard, his giant head fading away before re-appearing above his towering column of darkness in front of the massive crater. His chuckles faded away and only a horrifying, crooked smile remained.

“DO YOU ALL REALLY BELIEVE YOU HAVE WHAT IT TAKES TO STOP ME?! I HAVE RULED OVER THE CRYSTAL EMPIRE AND ITS POPULACE FOR OVER A THOUSAND YEARS! IT TOOK MAGIC FROM THE TWO PRINCESSES TO IMPRISON ME, IT TOOK THE CRYSTAL HEART TO DEFEAT ME, AND BOTH OF THOSE ARE GONE! DO YOU ALL SEE NOW?! NOTHING CAN STOP ME FROM FULFILLING MY DESTINY!!!!!”

Oddly enough, King Sombra wasn’t receiving the horrified stared he had seen once before and enjoyed. All he saw was the Cybertronians lifting their heads higher and higher with each passing second, an even darker shadow appearing from behind.

Not even Twilight Sparkle had seen this before; then again….this alien race had many surprises to hold. During King Sombra’s speech, something long, big, and dark was rising out of the crater, the very tip of it being sharp and pointed. Twilight, Fluttershy, Rainbow Dash, Pinkie Pie, Applejack, and Rarity brought their eyes off of King Sombra’s shadowy tower and on the even bigger tower raising above him…their bodies quivering with fear.

Once it had reached its full height, Rainbow Dash finally got the courage to ask just what this thing was when it finally came into focus.

“Is that a….tail?!” The Pegasus shouted.

“HUH?” Was all that Sombra could say….right before he turned his massive head around.

All he managed to catch was the gargantuan tower highly above him….suddenly crashing down on top of him.

King Sombra screamed in horror, although those quickly died off once the large tower had crushed his very essence, be it a shadow or not. Dirt and dust flew everywhere, causing the six Elements to instinctively cover their eyes with their forelegs.

Once the dust cleared, Twilight and her friends looked back towards the tower to see it sink back into the crater. This provoked everybody behind them.

“Jetfire, we’ve located Trypticon! Uploading the coordinates now!” Optimus Prime bellowed, dashing right over the six ponies and running straight for the large crater. Ignoring King Sombra’s injured form below him, Optimus Prime leaped into the crater, his path blaster in tow.

Instantly, the mares turned around to see every Autobot and Decepticon shout battle cries and follow Prime into the crater as well. It was a frenzy; Autobots and Decepticons ran right past them and jumped into the massive hole in the ground that obviously contained Trypticon in its ruins.

“What’s going on?!” Fluttershy quietly screamed, causing a certain Autobot to stop right by them.

Ratchet leaned down towards the mares, pointing his finger towards the crater.

“All of you must stay here! Do NOT go in that crater! Do you understand?!” Ratchet shouted, watching as the ponies quickly nodded their heads. He nodded back only once, turning towards the crater and jumping inside.

Together, the Elements of Harmony watched as every Autobot and Decepticon vanished from their position, each of them now inside the ruins of the Crystal Castle. Twilight brought her head down, her eyes gazing sadly at the twelve shattered pieces of the Crystal Heart. Reality quickly returned to her, telling the unicorn that it was all over. All they could really do now was sit at the edge of the crater…waiting…

That would have to wait as well.

“What’s g-gonna happen, T-Twilight?” Applejack stuttered, tuning her head towards her lavender friend.

“I would like to answer that.”

Heavy footsteps came from behind them, causing each mare to slowly turn their heads around to see none other than Shockwave approach from behind. His cyclopean eye stared each one down, sending chills towards each pony.

Once he stopped right next to them, Rainbow Dash immediately got in a pouncing position, her eyes glaring daggers at the Decepticon scientist. Shockwave caught this, raising his right hand in front of his chest.

“Do not fear me, Ms. Dash. Given the orders from lord Megatron, I will not harm any of you in any way, shape, or form, even though I would very much enjoy it.” Shockwave coldly explained, his purple eye turning back towards the crater.

It was silent for a few moments. Twilight turned her head back towards Shockwave, a sudden feeling she had felt from staring at him suddenly vanished. She didn’t feel as afraid of him as she once did, he appeared harmless to them….to her.

When it felt like a minute had passed, Rarity turned back towards the Decepticon, eyes brimming with both fear and curiosity.

“So….erm…what’s going to happen, s-sir? I mean down there of course.” Rarity bit her lip nervously once the Decepticon turned towards her, his purple eye glowing in the dusty air.

Shockwave stared at her a few moments more before turning back towards the crater. “Surely you all must understand, Trypticon’s power cannot be outmatched. Even with the aide of both Optimus Prime and Megatron, the Autobots and Decepticons will surely fall under that beast’s might.”

Her eyes widened momentarily, centering on the Decepticon before dropping to the ground again as did each mares’. “Oh….so…you’re saying that there’s not a chance?” Rarity asked, her voice as hopeful as ever.

Shockwave shrugged, his purple eye flashing over and over.

“There is always a chance, Ms. Rarity. What I am telling you all is to not get your hopes up too high. Your Autobot friends might not make it out of their alive without extra support…and I don’t mean the Decepticons.” Shockwave quietly stated, gently rubbing the blaster replacing his left arm.

“Hey,” Rainbow Dash sternly began, “Optimus Prime is the strongest and bravest Autobot ever, next to Grimlock of course,” she chuckled a bit before continuing, “We don’t have to worry that much because we all know that Optimus can stop whatever the hay is down there.”

Shockwave shook his head.

“Predictably, you and your friends hold too much trust towards the Autobots and their leader. You have all seen that massive tower a few moments ago, correct?” Shockwave asked, turning his head down towards the ponies to see them nod in unison, “That was but a small portion of one of the most powerful and vicious Decepticons to have ever lived.”

Shaking instantly, Fluttershy forced her head towards the Decepticons, gulping quietly before asking, “How…how big is he?”

Looking back down, Shockwave watched as the timid, yellow Pegasus quickly averted her gaze from his, finding strange interest in the smoking crater in front of her. He sighed, facing the crater as well.

“He is larger than Omega Supreme.”

____________________

Optimus dug his hand into the walls of crusted dirt that lined the massive hole he and his soldiers had entered.

He only had a split second to memorize the battle grounds he would be fighting the mighty Trypticon in. Darkness filled the massive circular-shaped hole he was entering, a large amount of light coming from the deadly mushroom cloud above their heads. It gave the crater a light gray color, the winds of dust falling towards the center. Large pieces of rubble and crystal debris lay across the sides of the crater, forcing each Autobot and Decepticon to dodge the incoming structures. The winds flew upwards towards the Autobots going down, filling their vision with soot and ash.

Once he had hit solid ground again, Optimus Prime got back to full height, cocking his path blaster as he stared towards the center of the crater. That area seemed to be where Trypticon was staying, daring them to attack.

The others quickly arrived, both Autobots and Decepticons alike. Megatron pushed away the soldiers in his way until he was right at Prime’s side, whipping out his riot cannon.

“Implore me, Optimus, tell me how you manage to inflict as much pain and suffering on Trypticon before he can do the same thing to us?” Megatron asked, the ashy winds flowing past his feet.

Optimus turned towards his questioning brother, almost ready to answer him.

Until a piercing screech came from the front.

Optimus held up his fist, waiting until the large group of Autobots and Decepticons quieted down. Once everything had fallen silent despite the howling winds, Optimus began to speak, not even looking back.

“Everyone, stand tall! Trypticon is as powerful as they come! Follow my lead and stick together!”

Right before Megatron could question Prime’s absolute disregard of trying to take command of HIS soldiers, another screech came from the front, causing each Cybertronian to ready their weapons. The darkness of the crater suddenly lifted…two yellow eyes glowed in front of them.

It was only until then did the massive Decepticon appear in front of them, roaring as loud as possible.

It was truly impossible to explain all the details this monstrous creature contained. Trypticon’s raw power emulated a glow from his very being: a dark purple glow. His jagged ridges only appeared terrifying once one would keep going to observe the rest of his form. Trypticon’s chest pointed outwards, revealing the truly horrifying Decepticon symbol on his chest. Two long arms protruded out where they should be along with two massive legs. His head was long with several rows of jagged teeth, each of them glistening in what little light there was.

Trypticon rose up on his two feet, chuckling with delight.

“HA! HA! HA! MY DINNER HAS ARRIVED,” He brought his gaze downwards, his yellow optics landing on the Decepticon leader, “MEGATRON, MY OLD FRIEND! I WAS BEGINNING TO THINK MY ORBITAL STRIKE HAD ERADICATED YOU! BUT I AM SO GLAD YOU ARE ALIVE, FOR I WANTED TO CRUSH YOU WITH MY OWN HANDS!”

Megatron clenched his fist quietly, preparing to attack on his orders.

When he didn’t respond, Trypticon continued with his optics falling on the last Prime.

“OPTIMUS PRIME! I WOULD SAY IT’S GOOD TO SEE YOU AGAIN…BUT THEN I WOULD BE LYING! NO ONE, NO MATTER HOW BIG OF AN ARMY YOU HAVE, NO ONE WILL STOP ME! HA! HA! HA!”

“Bam! He’s just laughin’ at us!” Warpath shouted, immediately falling to silence once the beast continued.

“ABANDON ALL HOPE, VERMIN! YOUR DEATH APPROACHES!” Trypticon finished, smashing his claws to the ground. Instantaneously, the Decepticon’s shoulders poked outwards and two giant cannons appeared. They brightened up in the darkness and fired wave after wave of missiles on the army of Cybertronians.

They scattered, many Decepticons taking their alternate form and driving or flying away to dodge the missiles intended for them. Optimus and Megatron got behind the nearest piece of rubble, the missiles smashing against it on the other side.

“How do we stop this thing,” Sideswipe yelled, “My bullets aren’t doing anything to it!”

Soundwave got to cover from one of the many shattered crystal rubble strewn across the crater. His back hit the side of the rubble, his head turning towards his master not too far away. Soundwave looked out from the cover just in time to see Trypticon’s shoulder cannons glowing bright red.

The missiles stopped.

“Megatron, scanners indicate Trypticon’s shoulder cannons are overheating. We must deactivate them before they recharge.” Soundwave explained, getting out from behind the cover.

Megatron looked back at Optimus at his side, smirking with delight.

“This one is mine, Prime,” Megatron shouted and turned towards a group of Decepticons a few hundred feet away from him, “Swindle, Vortex, Blast Off, transform and overload those shoulder cannons! Trypticon must not fire again!”

Vortex and Swindle stared at their master stupidly for a few moments. Blast Off smacked Vortex’s shoulder and said, “Come on, guys! Let’s take to the skies!”

“Race ya?” Vortex asked with his voice deep and competitive.

“You know it!” Blast Off shouted, changing form into his shuttle mode. He dashed away with Vortex hot on his tail. Swindle ran forward, shooting his grapple hook which connected to Blast Off’s underbelly.

All three of them moved forward right for Trypticon’s head.

The beast bellowed in anger, swinging his claws at the approaching Decepticons. Vortex easily dodged the swipe but Blast Off was not so lucky. Swindle broke off just in time for Trypticon’s claws to fly right passed him. Blast Off flew downwards while Swindle began to free-fall right for the beast’s shoulders.

As the Munitions Officer landed on Trypticon’s left shoulder cannon, his comms link roared to life.

“Swindle, this is Onslaught, Megatron has ordered you to destroy the shoulder cannon. Place a detpack in a wounded area near the target! Hurry, Swindle! Trypticon’s about to-!”

Swindle looked up just in time to see a massive claw headed right for him.

Instinctively, Swindle fired his grapple hook towards the monster’s head, connecting perfectly to his temple. Once the claw had smashed the shoulder cannon in a bright explosion, Swindle chuckled and said, “Trypticon’s wrecking himself! I don’t need to do much!”

His gaze landed on Trypticon’s right shoulder. The cannon was almost completely recharged. Onslaught shouted again in his comms link.

“That cannon is gonna fire on us at any second! Get a move on, Swindle!”

Trypticon screeched again, bringing his massive claw towards his face to crush the Combaticon. Swindle jumped off and grappled over to the last shoulder cannon. He pressed his comms link and shouted, “Vortex, Blast Off, anyone really, can you guys give me a hand here?!”

Almost on cue, two jets swooped down from above and fired an array of deadly missiles, each of them impacting on the shoulder cannon. Trypticon screeched in anger right as Swindle placed a detpack in the newly made opening.

“Detpack is in position, Onslaught! I need a lift out of here before I blow it!” Swindle shouted, looking upwards to see Blast Off heading for his position. Grappling for the underbelly again, Swindle flew off of Trypticon’s shoulder right as it exploded.

The three Combaticons arrived back to the large group below them. Vortex and Blast Off transformed back to see what kind of damage they caused on the beast. It wasn’t much.

Trypticon screeched in a mixture of pain and anguish. He glared down at the Cybertronians again, smashing his claws on the ashes below him.

“I’LL GRIND YOU ALL TO DUST!!!” Trypticon screamed, preparing for another devastating attack.

“I think we just made him angry.” Ironhide commented.

The gargantuan Decepticon reared back, his mouth glowing brighter by the second. “FEEL THE POWER OF MY LASER!” Trypticon shouted, opening his jaws wider.

A long, purple beam of raw energy exploded out of his mouth, practically melting the ground where many Autobots and Decepticons once stood. He continued to eradicate the dark grounds of the crater just to be sure he got everything.

Trypticon closed his mouth, stopping the beam from creating anymore damage.

The firefight continued. Several hundred bullets and missiles rained through the ashy air while Trypticon continued his assault with deadly lasers. Optimus Prime got in the mood of firing and wasting clip after clip of path blaster bullets on the heavy armor of this creature. He ignored all the painful memories this brought back, his mind only dead-set on focusing on the battle.

Just hearing Trypticon screech after they fired endless supplies of firepower brought Prime to finally realize that this had all happened once before. Trypticon crashing into a large crater, their forces fighting him for survival, and it would all lead down to one standing and one falling.

Optimus Prime wasn’t going to fall this day.

After more bullets clanged off his chest, Trypticon brought his long tail forward and screamed, “YOU’LL PAY FOR THAT, YOU VERMIN!”

He smashed his tail on the ground, sending several Autobots and Decepticons on their backs. Practically ignoring the pain, they all got up and continued to fire on the Decepticon beast. Trypticon growled again.

“Autobots,” Optimus began, reloading his path blaster, “Trypticon is about to attack! Be ready for anything!”

While the Autobots stood their ground, many of the Decepticons began to back away, each of them cowering in fear. Megatron turned towards them.

“Cowards! You WILL fight on or I will have your heads!” Megatron screamed, pointing his riot cannon towards the group of cowering ‘Cons. He jerked his head back once Trypticon began to speak again.

“YOU CANNOT ESCAPE FROM ME! NOW DIE!”

His growls of anger were soon drowned out once the Insecticons began to scream. Trypticon raised up his mighty tail when it was practically hanging over his head. In one instant, Trypticon smashed his tail right in the middle of the Autobots and Decepticons, sending several of them skidding on their backs.

“TASTE MY LASER!” Trypticon bellowed, opening his jaws to fire. But strangely, nothing came out. Trypticon looked at his chest and growled in anger. His ribcage had opened up and bright red panels lay inside. Steam erupted from the panels.

Soundwave got back up, his visor scanning Trypticon’s chest. “Megatron, Trypticon’s dissipation coils have obtained too much heat. Direct fire on his ribcage will destroy Trypticon’s laser fire.”

Blaster came up to Soundwave’s left side, chuckling quietly.

“Wow…you’re such a nerd, Soundwave.” Blaster quipped, receiving a dark glare from the Decepticon Communications Officer.

Megatron growled with his face set in stone. Aiming his riot cannon in the right position, he fired one blast at the red panels strewn across Trypticon’s ribs. That direct hit caused Trypticon to rear back in pain.

“That’s one down!” Barricade shouted.

Megatron turned back towards his loyalists, pointing his left hand towards the injured monstrosity. “Onward, my Decepticons! Destroy Trypticon’s chest NOW!”

Instantly, the air was filled with the ringing of bullets followed by the constant blasts from several missile launchers. Autobots and Decepticons alike fired waves of firepower on what remained of Trypticon’s dissipation coils. It only took a short while until they both were destroyed, receiving several screams of pain from Trypticon.

“AAAHHHHHH!!! I’LL CRUSH YOU! I’LL CRUSH YOU ALL!!!” Trypticon shouted right before his rage was unleashed. He smashed his claws to the ground, scratching and hopefully trying to destroy any Cybertronians that stood before him. Blinded by fury, Trypticon released several thousand missiles from his back, many of them connecting to the ground and sides of the crater. He swiped and smashed his tail all over the ground, sending several Autobots and Decepticons flying back several feet while others stood their ground.

Optimus covered his face to stop the dust from flying into his optics. Once he lowered his hand he caught view of Trypticon screaming in pain.

“Keep it up, Autobots! We’re hurting him!” Optimus shouted, much to Trypticon’s dismay.

He stopped slashing. Trypticon clenched his claws as well as smashing them against the ground, making only his head the main target for the Cybertronians to hit.

“YOU ARE FOOLS! I CANNOT BE DEFEATED AGAIN! WITNESS MY TRUE POWER!!!” Trypticon bellowed, causing the entire crater to rumble.

“We barely even slowed him down!” Wheeljack stated.

Ratchet pointed upwards to where every other Cybertronian looked. Trypticon’s tail began rising over his head, several missiles firing out from the massive tower. The tip began to glow a bright purple.

“Watch out for the tail!” Ratchet yelled, backing away quickly once the mighty tail stabbed at them. It continued to do just that, stabbing at the Autobots and Decepticons while creating large purple bubbles in the ground.

“DIE!”

To their horror the bubbles expanded upwards to create purple crystals. The crystals exploded and many insect-like creatures began scurrying outwards towards the Cybertronians. After crushing several under his feet, Optimus finally remembered what these things were: Cybertronian Spiders.

“Our weapons aren’t hurting him at all!” Motormaster shouted after wasting an entire clip on his scrapmaker. Their bullets merely bounced off Trypticon’s heavy armor, granting no weakness of any kind to be seen.

Megatron grunted after one of the many spiders bit him in the leg. Kicking it away, Megatron looked back towards Trypticon and shouted, “He has to have a weakness,” He turned his gaze towards the last Prime, “What is it that you and your Autobots did to defeat him the first time?!”

Optimus thought for a moment and then caught sight of the red panels on Trypticon’s back.

“Those power cores on his back look vulnerable! Autobots, focus all fire on Trypticon’s dorsal power cores!” Optimus Prime ordered, firing several shots from his path blaster that struck the outside of the panels.

Once all fire was focused on his only weak point, Trypticon rose up on his two feet again, blocking their bullets from hitting the power cores.

“I HAVE LEARNED FROM MY PAST MISTAKES! NOTHING CAN STOP ME! NOTHING!!!”

“Great! What’s the brilliant plan now?” Warpath yelled.

Though Optimus could clearly hear his fellow Autobot’s question, he wasn’t clearly focused on him at the moment. His along with many other Autobots’ and Decepticons’ optics were focused on the black dot soaring straight for Trypticon’s head.

____________________

Grimlock stood at the very edge of the crater.

After Sombra had fled from him, knocking him out with one of his many spells, Grimlock woke up a few minutes later to hear a massive battle unfolding in the center of the crater.

Even through the dusty air, Grimlock could see a massive beast in the center along with thousands of explosions following underneath it. Whatever was down there was causing a massive amount of damage, the same amount of damage that Grimlock wanted to inflict on the Decepticons.

“What is that?” Grimlock asked no one, eyeing the crater cautiously. He zoomed in with his added thermo-optics (acquired during the war for Cybertron) and spotted several red outlines of many anomalies fighting the large purple outline.

Red meant Autobot…purple meant Decepticon.

Growling, Grimlock took several steps back from the crater. Once he was set, Grimlock pulled out his orange blade. He was ready. Sprinting forward, Grimlock pushed his speed to the limit right as the ground disappeared and only a deep crevasse remained in the earth below him.

“CRUSH YOU!”

____________________

Surprise struck each Cybertronian quickly once the back dot smacked against Trypticon’s head with such force that the beast took several steps left to recover from the hit. They all watched in awe as Trypticon slashed back and forth to get whatever was on him off.

The black dot climbed all over Trypticon’s face, stabbing him with an orange sword of sorts. But it really caused some damage once it jabbed the sword into Trypticon’s left optic, shattering the yellow light.

“AHHHHH!!! MY EYE!!! YOU’LL PAY FOR THAT!!!” Trypticon screeched and reached his claws towards his face to grab whatever was attacking him. But the dot moved quickly, climbing over Trypticon’s forward and onto the back of his neck.

“WHAT ARE YOU DOING?! STOP! NOOO!!!”

Whatever it had done had inflicted so much pain on the Decepticon.

____________________

Grimlock jumped over Trypticon’s head and landed on the back of his neck.

“WHAT ARE YOU DOING?! STOP! NOOO!!!” Trypticon screamed in fear.

Ignoring his blight, Grimlock reared back and sliced again and again on the massive red panels rising out of the beast’s back. Trypticon roared in pain but Grimlock just kept on going, making sure to inflict as much pain as possible.

To finish it off, Grimlock reared back and jammed his sword right into the middle panel, shattering the entire thing.

Trypticon screeched so loud it nearly shattered his hearing processors. Grimlock lost his footing once the beast began to slash back and forth. A mighty pressure was applied to his body forcing Grimlock to look up and see what had grabbed him.

It was Trypticon’s fist.

Grimlock tried to break free but it was useless. He felt himself being hoisted upwards until he met the mighty Decepticon’s face. Trypticon roared loudly, shaking the Dinobot in his fist.

“I’LL TEACH YOU A LESSON YOU WON’T SOON FORGET, VERMIN,” Trypticon threatened, raising his fist over his mouth, “TRUST ME, EATING YOU WILL BE MORE UNPLEASANT FOR ME!”

Grimlock couldn’t break free from the power this Decepticon had. Trypticon’s fist opened up and Grimlock felt himself free-fall right into the monster’s open mouth. Grabbing one of his many teeth, Grimlock’s fate of becoming dinner to the creature didn’t come true as he hung on for dear life.

“You no eat Grimlock,” Grimlock shouted, planting his feet at the bottom of Trypticon’s mouth. He pulled out his sword, raising it above his head, “GRIMLOCK CRUSH YOU!!!”

Jamming his sword in the bottom of Trypticon’s jaws caused the beast to scream in pain. Grimlock let go and felt himself being pushed out of the monster’s jaws and into open air. Trypticon roared, rearing his tail forward towards the Dinobot in hopes of impaling him on his tail.

Grimlock saw the tail coming for him…and he couldn’t stop it.

“Scrap!” Grimlock screamed, bringing up his shield right as he began to fall onto the pointed tip of the tail. He felt another push.

“I gotcha, Grimlock,” Shouted a pretty familiar voice.

Grimlock felt his shoulders getting tighter. He looked up to see that friendly beak and flapping wings over his head. He almost chuckled at that… Swoop saved him yet again.

“Swoop, you’re crazy.” Grimlock gave a soft chuckle once the innocent face of the pterodactyl looked down at him.

Swoop said, “Hey, us Dinobots gotta stick together!”

Grimlock had enough of that. Swoop had constantly called the Lightning Strike ‘Dinobots’ for far too long. Right as he was about to lash out at him, Grimlock stopped. He looked down at the battle still unfolding…

“You’re right, Swoop,” Grimlock quietly stated, lifting his head towards his fellow Dinobot, “We Dinobots need to stick together….always.”

Swoop opened his beak, screeching happily.

“That’s the Grimlock I know!” Swoop shouted, taking off downwards towards the cataclysm below them. They passed the several feet of dark clouds until they arrived to where the Autobots and Decepticons were battling the mighty Trypticon.

“Swoop, head for Trypticon!” Grimlock shouted, his body flying around like a limp doll under Swoop’s feet.

“Got it!” Swoop said, speeding up towards the gargantuan Decepticon.

As he quickened his speed, Grimlock clenched his right fist once the beast had come into view yet again.

“One shall stand…”

____________________

After Twilight and her friends had heard of truly how big Trypticon was, any hope they had was quickly fading away.

That was over half an hour ago and nothing really changed.

It was a scary silence. The six mares sat at the edge of the crater and simply stared into the darkness that filled the large hole like water in a bowl. Shockwave stood by their side, his silence was almost as terrifying as the one that resounded around them.

Nothing important happened. They shuddered a few times once a loud screech or explosion came from the battle under their hooves. Aside from Swoop suddenly taking off into the darkness there was nothing they did that could’ve helped the Autobots.

Fluttershy continued to stare at her hooves, her cheeks dry from the amount of tears flowing down from them. Rarity was biting her foreleg pretty hard once a new sound would come from below her. She stopped once she began to taste blood. Applejack had taken her hat off and placed it over her chest, eyes closed.

Pinkie Pie didn’t even stare into the crater as did her friends. Tiny tears fell from her eyes every few seconds along with her continued sniffles. Her mane remained deflated along with her heart.

Rainbow Dash stared wide-eyed into the crater in front of her. Her ears twitched every few seconds, especially once she began to hear a very deep and threatening voice come from below. No emotion was strewn across her face…nothing but a blank expression.

Twilight Sparkle was much like Fluttershy. But instead of staring at her hooves her eyes had drifted on the twelve crystal shards, a slight pain of sorrow burning in her chest.

The Autobots had just taken off to fight whatever beast was down there. She wanted to help them but knew she couldn’t. if Trypticon was truly as massive as Shockwave said he is and as powerful too then there was really no way her or her friends could defeat such a monster…even if they were the Elements of Harmony.

But she had to believe. She had to believe that there was still hope. But what hope was there now?

The Crystal Castle was destroyed. The Crystal Heart was destroyed. King Sombra would awaken any moment now and kill them. Decepticons continued to destroy their home world. Shining Armor and Princess Cadance were probably in the castle when….

Twilight closed her eyes tight, fresh tears falling from her face and hitting the shards below her.

It wasn’t until Applejack broke the scary silence.

“…Wh…What are we supposed to do now?” Applejack drawled, placing her hat back on her head.

Shockwave turned his head over to the orange pony but remained silent. He wanted to see what they would do…study them…see how they would react and solve problems. It was intriguing to him.

Twilight opened her eyes again, gently wiping her nose with a foreleg. She looked over to Applejack and muttered sadly, “I don’t really know, AJ. I know none of you want to hear it but-“

“No!” Fluttershy squeaked, covering her ears with both her hooves in a desperate attempt to disregard the inevitable.

Twilight’s eyes brimmed with sorrow as she slowly stated, “I’m…I’m sorry, Fluttershy. But…but there is no-“

“Don’t say it!” Rainbow Dash shouted, her eyes beginning to burn. Fluttershy scooted over to her and wrapped her forelegs around her chest. The two Pegasi held each other and wept silently.

Twilight sighed heavily, more and more tears falling from her eyes. Her voice was quivering at this moment, almost stopping her from saying: “I’m sorry, girls. But there isn’t any ho-“

“Twilight….please,” Rarity whimpered, her nose stinging. Her eyes were burning and wanted fresh release. “Please, Twilight…please don’t say that there isn’t any-“

“There isn’t any hope.”

Rarity began to wail in despair at this point, forcing Applejack to wrap her in a kind hug to calm her down. Pinkie Pie remained oddly silent, keeping her crying to a minimum. The two Pegasi continued to cry in each other’s hooves. Even Twilight broke down once the truth had reached them.

There can’t be hope.

“…Hm…pity.” Shockwave shrugged as the mares continued to cry a few feet away from him. Ever since he had begun studying these life forms, he had notice a strange passion in each of them. The passion for hope.

He knew that these ponies could go through a lot. The Decepticon attack on Canterlot had truly diminished any hope Shockwave believed the ponies to have. But this war…this new war was not only in the capitol but in every city on this planet. If the ponies were truly to give up hope then this would truly be a perfect time.

And he wouldn’t blame them any other way.

A gentle crack came from behind them.

Shockwave slowly turned his head back to see several colorful blobs coming out of the debris and enter the tattered streets of the Crystal Empire. He examined them a bit more and finally came to a conclusion.

“Crystal ponies.” Shockwave muttered.

The Decepticon’s voice brought each mare’s head up. They had heard him mutter the very words ‘crystal pony’, which brought their heads behind them to see for themselves.

It was true. Several if not many hundred crystal ponies practically crawled out from their hiding places under the crystal debris. They poured out into the streets, many of them crying as they approached the large crater where their precious castle once stood.

Twilight Sparkle stopped looking at the empire’s populace once a small sliver of light caught her eyes. She brought her head back down to see the twelve shards of the destroyed Crystal Heart near her haunches glowing softly. They were reacting to the presence of the crystal ponies.

Once Twilight’s eyes widened, a small spark could be seen in her pupils.

Author's Note

I know I'm awful for having the Autobots and Decepticons team up again. But how else will they defeat Trypticon? Besides, the story can't progress unless they do. If it rustled your jimmies then too bad. It has to happen.

Till All Are None

-CHAPTER XXIX: TILL ALL ARE NONE-

"One shall stand..."

"One shall fall."

____________________

When Twilight first heard Optimus say those exact words, she couldn’t believe her ears.

“No…the portal is going to destroy the planet…including us.” Optimus Prime muttered, even his blue optics showing obvious signs of fear and worry.

Twilight didn’t know what to think. So she just said the first word that came to mind.

“WHAT?!”

Turns out she wasn’t the only one who said that. Several Autobots gasped, taking several steps away from the portal. Her friends, along with the crystal ponies began to murmur and shake in fear. Other ponies screamed.

Perceptor stepped forward passed Optimus. He looked towards the Decepticon scientist. They both shared a brief moment with one another. Scientist to scientist.

“Is there any way we can prevent the portal from inflicting damage on this planet?” Perceptor asked the purple Cyclops.

Shockwave thought for a brief second. He shook his head. “No. The portal will not stop until all Cybertronian life is vanquished and eradicated from this pony world. The only true way to stop it…is…” He stopped there and turned towards his master, even his purple eye showing signs of worry.

Megatron stood there, confused for a few moments before he finally understood Shockwave’s blight. He may not have remembered all that has transpired over the previous days, but he certainly got the vibe of what was actually going on around him at that point in time. He shook his head quickly, snarling in apprehension.

“Shockwave! Do you really think any of us, besides the Autobots, would do something so foolish?! And for what?! Those wretched equines?!” He bellowed with his anger now focused on Prime as he began to speak.

“W-what’s he talking about, Optimus?” Fluttershy quietly asked just loud enough for the Autobot leader to hear.

The six mares turned their heads towards Prime, waiting for an answer. Optimus Prime closed his optics and lowered his head. The dreaded silence returned, which was the last thing Optimus wanted. He lifted up his head until it was facing upwards towards the sky.

“You all must understand,” Prime began, not to his fellow Autobots…but to the equines, “There is no victory without sacrifice. Like Shockwave explained, the Space Bridge portal will not stop until we are erased from your planet…for good.”

They finally understood. Twilight and her friends gasped. The violet unicorn approached Prime until she was right under his feet. Gently pressing a hoof against his giant foot, fresh tears began to burn in Twilight’s eyes. She began to speak.

“…Optimus…please…there has to be a-another way. You can’t do this.” She begged, closing her eyes to let the tears fall. Optimus bent down and stroked the top of her head. Twilight opened her eyes and found herself lost in Prime’s eyes.

“I’m sorry, there is no other way. All of us,” Prime motioned his other hand towards the Autobots and Decepticons, “we have to do what is absolutely right. For the sake of this planet and the survival of the Equestrian race….we are going to enter the portal…to close it.”

That was the last thing Megatron wanted to hear.

“Prime,” Megatron shouted, grabbing the attention of everything around him, “I should’ve known you would give up your life so recklessly for these insects! NOT US! The Decepticons will never sacrifice anything for these ponies!”

Optimus stood back up while Twilight backed away, standing next to her friends instead.

Megatron continued with all eyes focused on him. “Your constant beliefs of peace and prosperity will prove to be your downfall! You are the plague, I am the cure! This! This moment right here will finally prove who is stronger! Autobots, who have soiled the lands of Cybertron and turned it into the wasteland it now is, or the Decepticons, who will save the race of all Cybertronians by sucking this planet dry of energy! This day it all ends, Prime, for you and your Autobots!”

Megatron pulled out his long sword, slashing at the air in front of him to prove what a threat he was. The Decepticons mimicked his moves but with firearms. The air was now filled with the cocking of weapons, only from the Decepticons.

“Autobots, prepare for battle.” Optimus sternly ordered, whipping out his own long sword to rival that of even Megatron’s. “Clear the streets! Get the civilians out of here!”

Once that order was given, Ultra Magnus got in front of the crowd of crystal ponies and shouted, “Each of you, get to your own housings and stay there! Get out of here NOW!” He motioned his hand away from the battle that was soon to commence.

In a panicked rush, the crowd of crystal ponies quickly fled the scene with Ultra Magnus motioning them away from the battle. In a matter of very tense minutes, the large crowd of crystal ponies was gone…the only equines there being the six Elements of Harmony. They stood their ground, be it fear or bravery that pledged them to do this, something told them that they needed to watch this.

With the crystal ponies gone and the streets cleared, Optimus Prime glared at the Decepticon army, his own army by his side. Ratchet, Ironhide, Warpath, Perceptor, Sideswipe, Wheeljack, Blaster, Jetfire, the Aerialbots, Arcee, Ultra Magnus, Kup, Springer, Blurr, and Hot Rod had their weapons at the ready. Swords, blasters, shotguns, every weapon of size and scale were held in their grasps. Grimlock growled.

Megatron and his Decepticon army were almost like opposite mirrors to the Autobots. Onslaught, Brawl, Swindle, Vortex, Blast Off, Motormaster, Dragstrip, Wildrider, Breakdown, Dead End, Barricade, Sharpshot, Hardshell, Kickback, Shockwave, Soundwave, Ramjet, Thrust, Dirge, Thundercracker, Starscream, and Skywarp stood with their weapons at the ready, their faces set in stone. Megatron growled.

Twenty-one Autobots….twenty-three Decepticons.

The lightning broke across the skies.

The two leaders glared each other down.

The ponies watched in awe.

The skies were infected with lightning and thunder.

The end…has begun.

All hell broke loose in a matter of seconds.

Bullets and missiles rained through the air as both armies charged each other. The bullets bounced off everybody’s army, causing little damage to their chests and legs. Rockets soared for their intended targets, knocking a few Autobots and Decepticons on their backs. Optimus Prime and Megatron cared not for the bullets scratching their armor, they cared not for the missiles flying right passed their heads, they only cared for the devastation they could bring to one another.

When the two factions collided, Optimus jumped in the air and brought his sword down on Megatron. The Decepticon leader reared downwards with his sword and sliced up right where it connected to Prime’s chest.

Once the two armies were all fist and sword, the two leaders flew away from the battle and had their own little skirmish in the far ends of the streets.

____________________

-IDENTITY: CONFIRMED-

TELETRAAN RECOGNIZES ORION PAX – ERERERERERER – OPTIMUS PRIME

I did what I must…as we all do.

When Megatron used his sword and his strength combined it pushed both of us back and away from the battle at hand. We flew back and landed many yards into the far ends of the street, farther away than where the others were battling. I pushed Megatron off of me.

Once we were both standing and well, we had this short moment. Our optics locked, our swords gripped, our distance but a few feet apart. We were studying each other, figuring out who would strike first and when. A sudden clash of thunder and lightning brought my head right to see the space portal growing bigger with each passing second. It wouldn’t be long now.

“No one can stop me!” Megatron shouted, lunging towards me.

I blocked his melee shots at first, but he counterattacked by swiping lower. His blade grazed my leg, sending a helpful of Energon to splatter across the crystal ground.

“Worthless! You are by far the most irritant of all Primes I have crushed over the years! Your spark is mine!” Megatron gloated, moving on me while I was injured.

I pulled my sword up right as he brought down his, clashing both of ours in a loud cracking sound. Be it the lightning or not. Using my strength, I pushed Megatron off of me and ran forward while he backpedalled. I brought my sword forward and sliced down on Megatron's chest, sparks flew everywhere as I continued the fight.

“My spark…is my own!” I shouted in retaliation, punching Megatron across the face while he was still dazed by the sword hits.

He quickly recovered, charging with his sword raised. I did the same until we met face to face, sword to sword clashed together, our optics locked again as we pushed each other back. Megatron grunted in anger and pain as I pushed harder on him. He pushed harder back. It was now a test to see who was stronger. Autobot or Decepticon? Good or evil? Hero or villain?

When Megatron almost had me, I broke contact and pushed him off. When he was dazed, I sliced my sword right for his face. The blade struck the side of his head with a loud clank and several sparks emanating from his helmet.

He retorted back with another swing. With enough of strength I knocked his sword out of his grasp; the blade flew away and stuck itself in the side of one of the many crystal houses. Megatron looked at his hand as if he couldn’t believe what just happened.

While he was distracted I swung my sword right for his chest. The blade cracked against his skull instead, sending him backpedalling yet again towards a far crystal house. I tackled him, sprawling him until his back was against the crystal house behind him.

With his mind in a daze from the sword impacting his head, I took this time to deliver a volley of punches to his mid-section. I could only hear him grunt in pain from every devastating blow I gave him. Punching him across the face, I lifted Megatron up by his chest and slammed his body against the house, shattering it in seconds.

He looked in pain, and he should feel that way.

Grunting myself, I lifted Megatron over my head and tossed him across the battleground. I grabbed my sword that I somehow had dropped once I tackled Megatron; my hated brother did the same. He ripped his sword out of the crystal house it stuck to.

He had the moment again. Our optics locked as if we didn’t know what to do now, as if we were about to stop this aggression. But I saw the hunger in his optics. He wanted more.

But something stopped us both.

The ground shook violently, causing both of us to fall to our knees. Once we recovered back to our own two feet, Megatron and I both looked around to see small pieces of scrap and metal being sucked right off the ground and towards the air. We followed the small scrap pieces until we both saw the black hole growing dangerously close to the planet now.

The scrap pieces were from dead Decepticons.

That didn’t stop Megatron.

____________________

-IDENTITY: CONFIRMED-

MEGATRON’S WILL IS THE FATE OF EQUESTRIA

Prime got a couple of good hits on me…but that wasn’t going to stop me.

After watching the space portal suck up what remained of my fellow Decepticon loyalists, I turned back towards Prime to see him standing there, completely immobilized and focused on the portal. Idiot.

I ran forward, my instincts telling me what to do when Prime finally saw me charging him. He swung his sword forward but I ducked under and came from behind him. I slashed my sword hard on Prime’s back, chuckling heavily as Optimus grunted in pain.

Optimus spun around and actually caught me with a sidearm across the face. I staggered back a few feet but recovered quickly right as he was about to attack again.

“Let’s finish this!” Prime shouted right as he charged at me.

“Let’s!” I finished for him, dodging his sword strikes with ease. He reared forward with weaker melee attacks, but I either blocked or dodged them. Prime looked as if he had enough and jumped in the air. I looked up to see him spin and bring his sword down.

My mind quickly played out the thoughts of how to reverse this attack. I dodged the strike, but the sudden shockwave created from Prime’s sword almost made me lose my balance. Almost. I kicked Prime across the face which caused him to drop his sword. Taking advantage of that, I sliced upwards and struck Prime against the throat. A very painful hit.

Optimus flew back and landed only a few feet away. Once he regained and got back up, I grabbed his sword and tossed it towards him. He caught the sword with ease. I wasn’t meaning to hurt him with it, I wanted a challenge.

“Your hope for this planet is as weak as the planet itself! Once the equines fall I will rebuild the Decepticon empire here over the tattered bones of the ponies!” I shouted to possibly scare Prime. I knew those equines meant a lot to him and threatening their lives would’ve done a number on him.

But it didn’t.

“Your empire resides on Cybertron, Megatron! And it has fallen just as you will today! This planet does not and will not belong to you, nor will the equines ever surrender to your tyranny! I believe in them! They will never back down!” Optimus Prime retorted, causing my anger to explode.

I screamed, charging forward with my sword raised. Prime copied my moves exactly and we impacted together. Our swords met and once again we pushed against each other to determine who was stronger.

This time…Prime faltered.

As he continued to push on me, I dug my sword and weight on him until his legs soon gave out from the pressure. I slapped his sword away with my own and punched him across the face. Prime recoiled heavily as I moved in for the kill.

I tackled as he once did to me. But instead of ramming him into a building I decided to crush him to the ground. Once he was sprawled out and defenseless, I straddled right on top of him and reared my fist up and laughed. I laughed so hard as I punched Prime across the face.

With every devastating punch I gave him, Prime’s head reared back and forth as if he was lifeless. He was soon to be any way. I continued to punch him, several sparks erupting from Prime’s forehead. Hopefully I hit something important.

Knowing he couldn’t do anything, I laughed again, “HA! HA! HA! The Matrix has chosen poorly! For even the great Optimus ‘Prime’ cannot simply defeat a gladiator from Kaon! How do you expect to protect this planet’s entire race when you cannot even protect your-!”

Optimus smacked my fist away right as I was going in for another punch. I looked at him with bewilderment until he grabbed my throat. Optimus brought his head upwards and head-butted me. I fell flat on my back with my vision in a daze.

As I slowly got back to my feet, I heard Prime talk.

“The Matrix will light our darkest hour. I have given up my life for the equines and I’m not afraid to do it again!” Optimus Prime bellowed, picking up his sword from where it laid. I did the same and soon we were stuck in our places, our optics entwined with one another’s.

A massive tremor erupted from all sides.

We both fell, me on my knees and Prime on his back. Once we recovered, I looked up to see several bodies of dead Decepticon troopers flying passed us and jetting up into the atmosphere. To my surprise, a Decepticon dropship embodied in the ground was ripped out. The massive piece of Cybertronian scrap flew upwards to where the portal waited to devour it.

The sky was filled with lightning and thunder. Hundreds of dead Decepticons flew over our heads along with a dropship or two.

I couldn’t quit now…Prime was to die this day.

____________________

END TRANSMISSION

-IDENTITY: UNKNOWN-

Twilight and her friends watched to the bitter end.

They watched as the forces of Autobot and Decepticon clashed between one another. The most elite of both factions either duked it out fist to fist or blasted each other with their firearms. It was a terrifying fight.

Suddenly, Ultra Magnus and Onslaught’s battle fell away from the group and closer to the six mares. Onslaught reared forward with his scatter blaster and shot at Magnus, but he dodged the shot and nailed the Combaticon right in the face. Seeing this, Vortex and Brawl charged for him. Ultra Magnus got in front of the Element Bearers and fired clip after clip of his photon burst rifle at the other two Combaticons.

They were closing in and Ultra Magnus pulled out his blade.

To their surprise, both Autobot, Decepticon, and equine, a four-legged beast rammed the two Combaticons, sending both of them crashing into houses. A closer inspection saw it to be Slug, the Dinobot.

“Get out of here now,” Slug yelled with his dino head turned towards the six ponies, “Find Cliffjumper and Bumblebee! They’ll get you all to safety!”

Ultra Magnus nodded and turned his head back towards the shivering equines. “Follow me! I’ll cover you!” They all nodded, not losing any second they could use to escape. With Ultra Magnus covering them from the front, the six of them galloped or flew right behind him.

“Over here!”

Magnus looked away from the battle to see a red Autobot hiding inside a building waving towards them. It was Cliffjumper. Ultra Magnus sprinted right towards the house with the ponies hot on his trail. Twilight, however, stopped in her tracks.

A large insect had blocked her path.

“Twilight!” Her friends screamed in unison, immediately turning back to help her. But another insect, this one much fatter than the first one, cut off their route and hissed at them. The five mares backed away. Ultra Magnus turned around.

“Insecticons!” Magnus screamed, pointing his burst rifle towards the insects. Before he could even let out a bullet, another Insecticon tackled him, pushing him farther away from the endangered ponies.

Twilight continued to back away faster and faster once the large grasshopper-like insect hissed at her, hunger in its bug eyes. She screamed when it lunged for her.

“Get away from her!”

Twilight looked right to see the Dinobot Commander dash right for the Insecticon, kicking it right in the face. With one of them down, Hardshell looked back from the five other ponies. Sharpshot looked back from biting at Ultra Magnus. They hissed in unison, both lunging for the Dinobot. Grimlock prepared himself and pulled out his sword. Something caught him in the back, forcing Grimlock to rear forward right as the others attacked.

“Grimlock!” Rainbow Dash screamed.

The Dinobot had three Insecticons on him. He slashed and punched at each one but they still wouldn’t let go. Knowing the ponies were in danger if they stayed, Grimlock turned towards them while still fighting the Insecticons.

“Get…out of here…NOW! Don’t worry…about…Twilight! I’ll protect her! NOW GO!!!” Grimlock screamed, punching Sharpshot right in his pinchers. The Insecticon was dazed, allowing Grimlock to finish him off by ripping his pinchers right off his mouth.

Sharpshot screeched in pain. Grimlock knocked him off and attacked the other two still attached to him. With this battle still going on, Twilight looked passed Grimlock and on her friends, worry strewn across their faces.

She nodded, her face set in determination.

Nodding as well, the five mares turned around and galloped right for the house where Cliffjumper was. Ultra Magnus slowly got back to his feet. He watched as the ponies safely got inside the house with Cliffjumper and the others. He instantly turned back towards Grimlock and fired at the Insecticons on him.

“Hold still! I’ll get them off of you!” Magnus shouted, shooting very carefully at the Insecticons still biting his skin. Grimlock roared in pain and fell back once he lost his balance. The unicorn screamed and teleported away right when Grimlock landed where she just was.

When she reappeared, Twilight breathed in heavily.

‘Why? When will it ever end?’ She thought to herself just as the tears slowly began to grow back. A large clanging sound caught her attention.

Spinning around, Twilight Sparkle gasped. Only about a hundred feet away from her was Optimus Prime and Megatron having a battle for the ages. They both had swords, each of them slashing at each other with no remorse.

Twilight looked passed them and saw the space portal still growing. Her eyes grew wide when she saw the debris from several dead Decepticons flying right over her head and towards the portal to be destroyed. She gulped.

Slowly, Twilight Sparkle got closer to the battle taking place right in front of her. She hid behind a large piece of debris. Quickly thinking that she should stay here considering no Decepticons knew where she was and she was also well hidden, Twilight stuck her head out only slightly to see how Optimus was doing.

It wasn’t good.

____________________

Cliffjumper motioned the five equines inside with open arms.

“Hurry! Inside now!” Cliffjumper grunted just as all five mares galloped passed him. He saw Applejack, Rarity, Fluttershy, Pinkie Pie, and Rainbow Dash. Where was Twilight?

Once they all sat down, Fluttershy was the first one to gasp at the scene.

Bumblebee was sitting on a crystal stone, his breathing sounding very weak. He was clutching his throat which had a deep hole in the center of it. Energon leaked out of both his mouth and the opening in his throat. The entire room they were in was similar to the other ones except this one had no roof, lightning scattered across the skies above them. Jazz was laying his back against the far wall of the room directly next to Bumblebee.

He wasn’t moving.

Pinkie Pie rushed forward instantly, praying that Makeshift was just lying to them all along. When she got by his legs, Pinkie pressed her hooves against his shin and looked at his face expectedly. Nothing. No signs of life were present. Jazz’s visor was as dark as the life in his spark.

Accepting the fact that he was gone, Pinkie whimpered hard and pressed her forehead on Jazz’s abdomen. She cried silently for several seconds. Eventually, Applejack and Rarity came to her side to calm her down. They tried their best.

Pinkie Pie sniffled and pressed her cheek against Jazz’s limp hand, nuzzling it affectionately. Jazz did not move.

Fluttershy dashed over to Bumblebee and looked up to him. “Oh Bumblebee, are you alright?” She asked timidly, her eyes scanning Bee for any other signs of damage.

Bumblebee gurgled a few seconds and slowly shook his head. “No…” He said.

While Fluttershy tended to Bumblebee’s torn throat, Rainbow Dash turned back to face Cliffjumper, her eyes quickly softening at the scene. Cliffjumper just sat there by the opening, his face holding the definition of heartbroken. In his right hand was a long red stick. He lifted up the stick and stuck it on the tiny nub where his right leg once was.

Rainbow Dash gasped.

It was his leg.

Cliffjumper winced in pain once the leg locked in place. His hand transformed into what appeared to be a small silver pointer. Rainbow Dash saw as he pressed the pointer on his leg. To her surprise, the pointer lit up and a bright fire glowed at the end. She watched as Cliffjumper slowly repaired his leg, reattaching the severed limb until it was fully on.

Moving his leg a bit, Cliffjumper looked down to the cyan pony and gave her a sad smile. Rainbow Dash huffed and smiled back, feeling a little bit more respect towards the Autobot.

Cliffjumper stood up on his own, testing out his leg to see if it was still good to walk around in. He stumbled a bit the first time, the next time it was a hard step forward, and the last time was perfect motion. He fixed himself up pretty good.

Chuckling a bit at that, Cliffjumper looked back to Rainbow Dash. She was trying hard not to laugh. “Hey, it’s harder than it-“

He was interrupted by a hail of gunfire raining from behind.

Rainbow Dash yelped in surprise and took off. Bumblebee and Cliffjumper looked up to see the cyan mare fly right out of the opening above them and out of sight. The remaining mares gasped.

“Scrap!” Cliffjumper screamed. Rainbow Dash was now in clear sight for any Decepticon out there ready to hunt her down. He should’ve told her to stay here when he had the chance. More gunfire broke through the upper walls.

Bumblebee quickly grabbed Fluttershy and shielded her with his body once the bullets began to hit him. Cliffjumper got in front of Rarity, Pinkie Pie, and Applejack. He turned back towards them and shouted, “Take cover under Jazz! I’ll take care of these ‘Cons!”

They showed obvious signs of a rush and hid well behind Jazz’s body. Cliffjumper grunted when more bullets hit his back. He dashed forward and got behind the side wall. Activating his subsonic repeater, Cliffjumper looked out from the wall and saw the Stunticons Dead End, Dragstrip, and Motormaster shooting right at him. Motormaster wielded a scrapmaker while the two others had assault rifles.

“Oh great…Stunti-goons.”

Motormaster began to reload his scrapmaker once he had hit empty. He turned towards his fellow comrades and shouted, “Move in for the kill! There are only injured Autobots in there so they can’t take you all! It’s the ponies we want!”

Cliffjumper heard several whimpers resounding from behind him, along with the roaring sound of footsteps quickly approaching from the front.

“Scrap!” Cliffjumper bellowed. The entire wall exploded and Dead End and Dragstrip piled inside. Cliffjumper, who had fallen from the explosion, quickly got back to his feet and shot away at the invading Decepticons.

Dead End was the first to attack. Replacing his right hand was a long, jagged orange blade. He charged for Cliffjumper and drove the blade right for his neck. The Autobot was quicker and kicked out Dead End’s legs. The sudden momentum created from that sent the Stunticon in the air only slightly above Cliffjumper’s head. To finish him off, Cliffjumper jumped up and brought his elbow down on Dead End’s back, sending him sprawling face-first to the hard gravel.

Dragstrip began to advance with Cliffjumper immobilized. He did a front flip with his legs twirling madly in the air. One of his feet smacked Cliffjumper across the face, the other foot hit him square in the chest, sending Cliffjumper into the far wall.

Rarity screamed.

The Stunticon brought his gaze over to the other half of the room. There laid an injured yellow Autobot with something quivering in his grasp. The other Autobot was dead…and behind him were the target ponies, three of the six Elements of Harmony.

“There you are.” Dragstrip growled as he slowly approached the three equines. He whipped out a long yellow blade, much like Dead End’s. Applejack looked back and forth, her emerald eyes locating a quick exit.

She tapped Rarity’s shoulder and quietly shouted, “Look! There’s an exit! Let’s make a run for it while we still can!”

Rarity was going to intervene but Dragstrip was now directly above them, his shadow covering them in darkness. Applejack had made her decision and booked it out of there. Dragstrip looked over to see the orange mare duck under a small gap in the far wall, quickly making her escape.

Mentally cursing, Dragstrip looked back at the only two ponies that were too afraid to run. But before he could take another step closer to them a blurry figure rose from behind his head.

He couldn’t react to the looks of shock on the ponies’ faces. Dragstrip felt a sharp pain from behind him and looked down to see his abdomen ripped open, a red blade right in the center. The blurry figure reappeared right behind Dragstrip, revealing it to be Cliffjumper.

In one swift move, Cliffjumper screamed and used his strength to toss the Stunticon as far away from the ponies as possible. Once Dragstrip had hit the far wall and slipped into unconsciousness, Cliffjumper breathed out and turned back towards the only two ponies. Rarity and Pinkie.

He bent down to them and asked, “Where’s Applejack?”

Rarity was about to answer. Instead, she screamed and pointed her hoof when something big came from behind Cliffjumper. The Autobot quickly spun around to meet the end of Motormaster’s scrapmaker pointed at his face. Motormaster grinned and revved up his chain gun.

Cliffjumper didn’t have enough time to fire.

But he didn’t need to.

A loud bang followed by several streams of bullets flew passed Cliffjumper’s head and impacted against Motormaster’s face. Sparks flew everywhere and Motormaster’s head jerked back like someone had just punched him. The sudden blast from the shotgun sent Motormaster on his back in a matter of seconds. The Stunticon Commander was out cold.

Cliffjumper breathed in and out. He hadn’t fired that shot…and he knew Rarity wasn’t responsible…nor was Pinkie Pie. Bumblebee was still in pain across the room….which meant…..

Cliffjumper slowly turned his head back. He saw the two mares staring up in amazement. He saw blue Energon leaking out from Jazz’s exterior. But best of all…he saw the red Autobot symbol flickering on Jazz’s chest, accompanied by the scatter blaster shotgun pointed right passed his nose.

He wanted to laugh. But all he did was smile. He smiled for what felt like the first time in many, many years. Cliffjumper knew Jazz couldn’t be taken out that easily.

Jazz breathed in.

And he breathed out.

“You can’t kill me.” He muttered.

"You can't kill me."

____________________

Rainbow Dash zoomed through the air, panic running rampant through her mind.

Her first thoughts were to get the hay out of there as quickly as possible. Now she realized what a mistake she had made and tried to find a way back. But it was already too late.

Rainbow glanced upwards, her magenta eyes growing wider when she caught view of the black hole. It had to be the size of Luna’s moon on a summer’s night. The outer rims of the black hole were spinning with such raw intensity that Rainbow Dash almost didn’t catch the massive battle unfolding below her.

She looked down from where she was hovering in place. The battle with the Autobots and Decepticons was still in full-swing. She could see Grimlock and the rest of the Dinobots arrive to the scene, the Combaticons merging into Bruticus, and Tartarus itself arising in its wakening.

Something caught her eye.

Something small...and orange.

“Applejack?” Rainbow Dash muttered in shock. Behind her, racing at super-sonic speed, were three jets. The leader of them chuckled when he got a lock-on on the cyan Pegasus.

“Burn, Rainbow Dash. Burn before Starscream.”

He fired.

____________________

Applejack dodged visions of Autobot and Decepticon titans racing passed her vision.

Running straight out into the battle was a stupid idea from the start, but she didn’t know it at the start. Fresh tears flowed passed her eyes when she finally realized she had just abandoned Rarity and Pinkie to let that Decepticon finish them off.

She stopped.

Applejack turned her head back and glared back at the house she was in only moments ago. She pushed her hat forward, a grim look of determination frozen on her face. She started off at a slow trot before it exploded into galloping. She galloped right back for the house. She galloped to stop that Decepticon from hurting her friends at all costs.

Autobots and Decepticons battled over her, either as dark shadows or bright flames from the explosions pouncing off their chests. Applejack only kept her focus forward; her galloping increasing to a speed she never thought was possible. The adrenaline flowing through her veins with the thought of her closest friends dying at the hands of an alien only increased her speed even more.

A giant foot landed right in front of her.

Applejack didn’t have time to evade, unless she wanted broken ribs. The farm pony tried to stop but eventually ran face-first into the massive foot, hard.

With her mind in a daze, Applejack fell on her back with her eyes landing on the red visor above her. She tasted blood trickling down her nose. The blurry vision focused and only Soundwave stood before her.

Soundwave made a deep frequency noise and pointed his Techvolt at the injured mare.

Suddenly, a black fist impacted Soundwave’s jaw, sending the Communications Officer flying over several other Autobot or Decepticons heads. Applejack turned her head over to see a familiar face smile down at her.

“Miss me?” Ironhide said.

____________________

-IDENTITY: CONFIRMED-

OPTIMUS, YOU ARE THE LAST HOPE

Megatron made his advantage…and I deflected it.

With each powerful blast he sent my way I dodged it to the best of my abilities. Megatron was in his vehicle mode several feet away me. After he continued to rain upon more blasts, I finally began to lose focus.

“The Autobots…will never…stop!” I shouted to possibly anger him, and hopefully to make him stop this aggression. Megatron transformed back into robot mode. Wielding his sword, he charged me and soon we were at it again.

I slashed upwards and managed to knock him off balance. He recovered quickly and smacked me across the face. Dazed, I shook my head and stood my ground. To my surprise I looked up to see Megatron hovering a few feet above my head. Holding his sword right out in front of him, Megatron created a whirlwind affect and moved towards me, the deadly blade getting closer.

I backed off until Megatron had enough. He soon found out that this wasn’t going to work in his favor. Once he had his two feet on solid ground again I moved in on him while he was getting back up. I jumped.

Megatron looked up and quickly moved out of the way. My blade impacted the ground where he was but a few seconds ago. Ripping it out, I swung my sword right for Megatron’s head to my left. I felt another hard surface and found it to be Megatron’s sword protecting him.

We pushed against each other yet again. Our strengths were put to the test to see if I could pull it off again and injure Megatron, hopefully more this time. Megatron growled in anger as I began to push down on him, but he retaliated and doubled his strength. I fell back with him right over me, laughing.

I had to make this quick.

I jumped out of the way, causing Megatron to fall forward. Bringing up my knee, it collided hard against Megatron’s forehead, sending the Decepticon leader back several feet. When he was injured I charged to finish him off. But he was ready for me.

Before I could slash at him, Megatron punched me cleanly across the face. While I was dazed, I looked up to see Megatron holding his sword directly over his head to finish me off for good. I jammed my fist into his gut.

Megatron fell backwards and I took quick advantage of the moment. I threw me sword. The blade impaled itself directly in Megatron’s leg, causing him to bellow in pain. I rushed him and punched my brother across the helmet. When he was beyond hurt, I ripped my blade out of his leg and booted him right in the chest.

I watched as Megatron fell back but quickly regained his stance, I as well. Another explosion rocked the grounds we stood upon. I looked up to see Megatron in the position I was in: on the ground.

Once we both stood up again neither of us attacked each other just yet. We were both entwined with the environment around us: Megatron confused, and I terrified.

Without warning, the larger pieces of deceased Decepticon soldiers flew over our heads, all of them being sucked towards the portal as if it was a gigantic magnet. Dropships were ripped out of the grounds they morphed with once they had crashed; all of them were thrust into the black hole. I looked down at my sword and saw it quivering, wanting to be released from my grasp. It wouldn’t be long now.

The portal was to grow so strong it would suck each of us off the planet.

To an unknown fate.

____________________

-IDENTITY: CONFIRMED-

HOW MAY I SERVE YOU, LORD MEGATRON?

Prime never stood a chance from the very beginning.

We both watched as the space portal began to devour what remained of my disciples. If only I knew how they would’ve gotten here. Victory would’ve been a certain thing if I was to lead them.

I was beginning to feel strange. My body began to lift off the ground. I knew what was happening. Stamping my feet on the ground and focusing all my weight to the lower portion of my body I held my ground, knowing that the portal was trying to suck me into its vacant darkness.

Never….never again.

Prime rushed me, but I was ready this time. He did something very similar to what I have done: a whirlwind attack. Using his sword, Prime charged forward while his upper half span out of control. I dodged to the right, shifting the balance back to my feet so I didn’t trip up and fly into the portal.

“WHY WON’T YOU DIE?!” I screamed. My anger had reached an entirely new level. Optimus Prime wouldn’t falter, he wouldn’t surrender! His constant beliefs and hope for these ponies must’ve fueled him with a power I never thought would be possible.

“Give up, Megatron! You caused enough turmoil on this planet!” Optimus responded.

“Never,” I shouted, “this is just the beginning, Prime!”

I lunged at Prime, but he counterattacked with a quick dodge and a jab with his right hook. He punched me in the back of the head, causing the throttling migraine to grow only more intense. I grunted in anger, spinning around quickly and activating my riot cannon.

Prime wasn’t ready for that and I shot him.

The ball of energy collided against his chest, causing Optimus to take several steps back. He touched his chest and found a large hole where the blast had hit. I had almost laughed at the expression on his face.

When he was distracted, I lunged again and this time it worked. Blasted! Almost worked!

I drove my blade intended to go straight through his chest. But Prime thrust his blade upwards and knocked mine away from his chest at the last second. He reared with his left hand and grabbed my arm, pulling me towards him. With my balance off, Optimus tossed me right in front of him, at the same time he stole my sword.

Sneaky little cuss.

I reared around but didn’t have enough time to react when Prime drove my blade into my own abdomen, the entire sword going straight through. Optimus had that look of triumph on his face when he saw me in pain. I’ll teach him some manners.

Pulling him towards me, I brought my fist towards him and pounded Prime’s face in. The sword dug in even deeper through my chest, which was the last thing I wanted. I repeatedly smacked Prime against his face over and over again, but he wouldn’t let go. Having enough of this I activated my riot cannon again and aimed right under his chest.

Optimus flew back once the blast had hit him in the opening on his chest yet again. Getting the willpower, I grabbed my own sword and ripped it out myself, the pain quickly subsiding.

“I’ve had it with you!”

Another tremor.

This one was by far the strongest out of all of them combined. I fell flat on my back and Prime on his chest once this earthquake crashed through the grounds. Once it passed, we both got up to observe the portal again.

It was undeniably close now. Starships began to rise out of ground and fly for the black hole from its intense gravitational pull. I was still surprised at how we remained on solid ground.

“Look at what you’ve done, Prime!” I shouted as he turned his head away from the portal and onto me.

“What are you talking about?!" He questioned, “This is all your doing, Megatron! Your armies have invaded this planet! You single-handedly brought about the darkest hour this planet will ever face! And you’re blaming ME for this?! I thought you made of sterner stuff, Megatron!”

As another tremor came and passed, this one smaller than the others, I approached the last Prime and shouted, “I am made of the most powerful substance this galaxy has ever known! And it has only taken you this long to figure that out! I am not some simple Cybertronian gladiator, Prime! I am Megatronus! I am Megatron!”

At that instant, lightning clashed and decimated the grounds between us, followed by the constant shaking coming from our rights. We both turned that way, my optics growing wide with surprise to see a massive piece of dead Cybertronian metal fly up into the air.

I recognized the anomaly instantly….

….Trypticon.

The massive Decepticon titan flew right over our heads, its dark shadow enveloping over all of us. His lifeless form took flight from the pull of the vortex and soon dissolved into the darkness of the portal.

He was gone.

Trypticon was gone….just like that.

At that moment when Trypticon vanished…I could hear a tiny gasp come from behind me.

I turned my head away from the vortex and on a small pile of rubble. A tiny purple head quickly ducked underneath it, possibly trying to hide from me. Or my gaze. I knew what it was hiding behind there…Optimus wouldn’t stand a chance now.

For how could he fight me…if I threatened the life of one he loved?

Turning back towards Prime, I grinned.

I grinned wide.

“You really think you stand a chance against the leader of the Decepticons,” I asked as I slowly began to back away from him, “We won the war for Cybertron after millions of years of conflict. Do you believe it will be just as hard on this planet, a planet full of colorful, talking, ponies?”

I could see Prime getting uneasy as I continued to back away from him. That’s exactly what I wanted.

“I swear to you this day….you will bow before me…” I muttered at him.

Optimus swung his sword at the air in front of him. He shouted, “I will never bow to a tyrant such as you!”

I knew Prime would say that.

“Not even if I did this?”

I spun around on the small piece of rubble. My grin grew wider as I reached down with my left hand and scooped up the pony that hid underneath it. When I turned around, Prime gasped in fright as I showed him what I held in my left fist.

The purple unicorn named Twilight Sparkle screamed in my grasp.

____________________

END TRANSMISSION

-IDENTITY: UNKNOWN-

Cliffjumper could see the look of absolute joy in Pinkie’s face return.

It was almost like a dream. Jazz dies. He returns and saves Cliffjumper before he could get killed. And the happiness from Pinkie Pie made for one heck of a happy ending.

“JAZZ! YOU’RE ALIVE!” The party pony screamed and leaped for him. She clutched the side of his face and placed several kisses right on his cheek. Pinkie Pie was so cute when she did that, Cliffjumper thought.

Instead of embracing the pink mare, Jazz winced in pain and grunted. Pinkie Pie stopped and looked at Jazz, her eyes hurt as if she thought she had done something wrong. Jazz only shook his head and forced a smile.

“I’m still kinda hurt, Pinkie,” He wheezed, “Please get off me.”

“O-oh…sorry.” She apologized and jumped off his chest and onto the floor below him.

Cliffjumper acted fast and looked down at Jazz, kneeling to his level. Rarity, jumping out of her state of confusion, made way for Bumblebee with Fluttershy in his grasp. Bumblebee fell to his knees, his eyes growing wide along with Fluttershy’s.

“How did you-?” Fluttershy was beginning to say until Cliffjumper interrupted her.

“Does it even matter,” Cliffjumper shouted too loud, his optics softening once Fluttershy jumped in surprise. “Sorry,” He faced Jazz, “Welcome back, buddy, I knew you wouldn’t leave us just like that.”

Jazz chuckled softly and coughed hard. “I wouldn’t leave this world knowing I could’ve done better.”

Cliffjumper nodded with his smile remaining the same. Suddenly, his smile vanished and only a confused look remained on his face. Everybody bore the same amount of confusion as their eyes locked on the red Autobot.

He was floating.

No…not floating….he was being taken away.

Cliffjumper grabbed the floor and held on tight, but the powerful force grabbing his body refused to give up and pulled harder. Rarity quickly approached him, her eyes scanning over him with worry.

“Darling, what’s happening to you?!” She screamed.

Cliffjumper held onto the ground tighter until he finally looked up. His optics grew wide with horror when he spotted the Space Bridge portal handing dangerously above their heads, its massive presence growing bigger and bigger.

He knew what was happening….he didn’t want to accept it.

“The black hole is trying to suck me inside!” Cliffjumper shouted to everyone around him. Soon enough, both Jazz and Bumblebee slowly began to rise from the ground. Bumblebee shook his head quickly and stamped his feet hard.

“I gotta get outta here! We have to get away from that portal!” Bumblebee screamed and ran out of the house…with Fluttershy still in his grip.

Jazz breathed in heavily and coughed, “We can’t run away from it…it won’t stop until we’re all gone and inside of it.” He began hovering slightly above the ground. Cliffjumper would have none of it and placed his hands over Jazz’s body, pushing him down hard.

“You’re not going anywhere! We’ll get through this toget-!”

At that moment, a massive tremor shook the ground, causing Cliffjumper to lose his grip on the floor. He flew upwards like a bullet with the two ponies screaming at him.

“CLIFFJUMPER!!!” Rarity screeched in fear.

Using his last amount of strength, Jazz lifted up his fist and fired his grappling hook at Cliffjumper. The blue beam struck his left hand, holding Cliffjumper in mid-air.

“I gotcha, Cliff!” Jazz shouted. The two mares paced back and forth, both of them biting their lower lips and hoping that Jazz wouldn’t break off. They couldn’t get sucked in. They weren’t Cybertronian.

It wasn’t long before Jazz was pushed upwards by a force known as gravitational pull. Rarity quickly spun around and enveloped Jazz’s body in a light blue aura. She held Jazz’s body with all her strength, Pinkie cheering her on from behind her.

It was now a mental marathon. Rarity was holding Jazz. Jazz was holding Cliffjumper. And Cliffjumper was holding onto Jazz’s grappling hook. Rarity wouldn’t let go. If she did…they would be gone forever.

Sweat poured down her face. Rarity breathed in heavily right as her horn began to fizz out. Pinkie Pie screamed.

Rarity’s eyes popped out of her head. Her magic was depleted.

Both Jazz and Cliffjumper flew upwards, each of them screaming in unison. Rarity and Pinkie Pie looked up, their eyes stained with tears to see their friends being sucked into the black hole hanging above their heads.

They wept together.

Jazz and Cliffjumper were gone…forever.

____________________

Bumblebee raced through the sounds of pain and sorrow, a terrified pony in his grasp.

Everywhere he looked, Autobots and Decepticons no longer battled each other to the death. All of them were trying to grab something so they couldn’t be sucked into the portal. Bumblebee looked up. The Space Bridge vortex had to be at least a mile or two away from the planet.

Bumblebee looked down. Fluttershy held onto his chest for dear life.

The yellow Autobot continued to run. All around him, Autobots and Decepticons were either hanging onto the ground or were already flying away.

He already began to keep count.

Wheeljack was the first to go, he tried to run but the force of the portal denied him that. He was sucked in with little fight. Perceptor, Warpath, Sideswipe, and Slingshot were the next ones; all of them were trying to hold onto the ground. A few of the Stunticons; Breakdown, Wildrider, Dead End, and Dragstrip were gone without a fight. They all transformed into their vehicle forms and tried to drive away. It was useless.

Blaster, Air Raid, Skydive, Brawl, Motormaster, Fireflight, and Kickback were next in that order. Bumblebee had to dodge their bodies as they flew slightly over his head. He felt himself losing his balance as more and more Autobots he fought side by side with for millions of years were being sucked away. Ultra Magnus and his team were soon gone as well. All Bumblebee could do was run passed them.

He couldn’t help them.

Bumblebee shut his optics…his mind began to count the amount of guilt he felt.

‘Perceptor. Warpath. Sideswipe. Slingshot. Blaster. Air Raid. Skydive. Fireflight. Silverbolt. Ultra Magnus. Springer. Blurr. Hot Rod. Arcee. Kup. No…I’m so sorry…please forgive me.’

He opened his optics for a short second before closing them again. Every drop of sound was fading away, except for the constant clomping of his footsteps across the grounds as he tried to flee from the portal.

The three Dinobots were all in their alternate forms, each of them trying to claw at the ground for some kind of support. Grimlock was nowhere to be seen. Swoop was airborne but not for long. Soon enough, nature took its course and all three of them were gone, sucked into the portal to an unknown destination.

The Decepticons he fought for millions of years all played through his memory core. Bumblebee watched as the Combaticons all faltered against the power of the space portal. Each of them was sucked away. He counted the death ratio.

‘Breakdown. Wildrider. Dead End. Dragstrip. Brawl. Motormaster. Kickback. Ramjet. Thrust. Hardshell. Sharpshot. Dirge. Barricade. Blast Off. Swindle. Onslaught. Vortex. Primus, have mercy on their sparks.’

Bumblebee’s optics opened wide. He looked up to see Jetfire in his jet mode trying to fly away from the black hole. He was stuck in mid-flight.

“SCRAP! SCRAP! SCRAP!” Jetfire bellowed right as his engines gave out. All Bumblebee could do was watch as he disappeared from sight. Giving the portal a side-long glance, Bumblebee turned around…only to run face-first into Soundwave.

The Communications Officer was obviously struggling to hold his ground, the vortex trying with unlimited power to devour him. Soundwave stumbled forward and still tried to fight Bumblebee off.

But Bumblebee was too nimble and ducked under Soundwave’s fist. Fluttershy watched as Bumblebee transformed one of his hands into an assault rifle. He aimed and fired.

Soundwave’s body made several twitching motions once the bullets impacted his face and chest. He lost his balance and the rest of him was gone, sucked into the portal to go Primus knows where.

Transforming his hand back to normal, Bumblebee turned back around but found himself ducking again. Fluttershy squeaked loudly from the sudden maneuver. Her eyes scanned the area until they landed on a certain Decepticon she did not like.

Shockwave.

The Decepticon was clawing at the ground with his one good arm, his blaster just flying behind his back uselessly. Shockwave looked up to Bumblebee and Fluttershy; he pointed his blaster towards them. Bumblebee instantly shielded Fluttershy with his body.

He felt no pain.

“Please! Assist me! Grab my blaster and pull me forward!”

Bumblebee turned back around to see Shockwave’s blaster only a few feet away from him. He looked at Shockwave’s face for a few moments until he came to a decision.

He grabbed his blaster and pulled.

Fluttershy could only watch in Bumblebee’s other arm as the Autobot tried to save the Decepticon. It was still hopeless. Shockwave was lifted up and off the ground. Bumblebee’s grip around his blaster was quickly loosening.

“Don’t release me!” Shockwave shouted.

Bumblebee had no choice.

His grip around the blaster was broken and Shockwave was gone in a heartbeat.

Bumblebee fell back and turned around. Fluttershy fell out of his grasp and landed only a few feet from the yellow Autobot, her eyes filled with horror. Bumblebee repeatedly began to claw at the ground to find some kind of lifeline. But he couldn’t.

“BUMBLEBEE!” Fluttershy screamed.

The Autobot lost his grip and he flew.

Something stopped him. Bumblebee looked at his left hand and saw it gripped by a red one. The friendly face of Ratchet appeared, pulling hard on Bumblebee’s arm.

Ratchet pulled Bumblebee back to the ground right in front of Fluttershy. He turned towards the Autobot medic, his optics wide with surprise when he heard him speak.

“Say goodbye, Bumblebee...”

And with that said, Ratchet was pulled away as he rocketed straight for the portal above them all. Bumblebee held onto the ground as hard as he could but still felt his grip loosening. So he turned towards Fluttershy to see her long, pink mane flowing wildly passed her face.

They shared a soft moment together. Friends. Bumblebee opened and closed his optics slowly as Fluttershy did the same with her eyelashes. The timid Pegasus approached the Autobot. She placed her hoof on his cheek and sniffled loudly.

“Please…” she whimpered, “please don’t leave me again.”

All Bumblebee could do was one final thing.

He lifted up his free hand and placed a giant finger on her cheek.

“I’m never gonna leave you…I’ll be with you forever…”

Bumblebee let go.

____________________

Ironhide pushed through the lines.

Applejack quickly made her way underneath his massive legs and hid behind the largest piece of debris that Ironhide had led her to. She turned her head up back towards the Autobot.

“Ironhide! What are we gonna do?!” Applejack screamed with the thunder drowning out her voice. All around her, Autobots and Decepticons were being violently ripped off the ground and torn away from the earth, their bodies flying upwards as if gravity reversed itself.

Luckily, Ironhide caught her question and looked down at her.

“Just stay here and-AHHH!”

A massive explosion came from behind, causing the farm pony to hunch her shoulders in surprise. Ironhide was not so lucky and he was blasted back, immediately losing his balance from the explosion. Ironhide fell back, his hands trying to grab something.

“Ironhide!” Applejack screamed and approached him. She pressed her hooves against his hands and tried to pull his body toward her. It wouldn’t work no matter how hard she tried. The red Autobot continued to grunt in pain, even when Applejack was right in front of his face. “Ironhide! Get up! You can do it! Please!”

The Autobot smiled at her, his pain vanished once they locked gazes,

“It’s okay, AJ,” Ironhide quietly said as his grip loosened quickly, “it doesn’t’ hurt anymore. Be good, girl….be strong.”

He let go.

Applejack gasped when his entire body disappeared from sight…eventually falling into the center of the black hole above her head. Even with the utter confusion in her mind, Applejack knew that what he did was to protect her…to save her home and everypony she loved.

She took off her hat and placed it on her chest, a small tear falling down her face.

Ironhide had earned it.

___________________

“....aaaaaaAAAAAAHHHHHHHHH!!!!!”

A cyan blur landed with quite a loud crash in the streets of the Crystal Empire. When she finally stopped skidding, Rainbow Dash breathed in heavily, her lungs begging for air.

Scratch and burn marks were spread across her coat, showing small signs of skin underneath the burnt feathers. Blood was coated across her nose, hooves, wings, and mostly her chest. Small pieces of ash and soot remained on her coat as was the throbbing pain in her chest.

She had to of broken a couple ribs, along with her foreleg and maybe her wing. Rainbow Dash could not rely on her nose for breathing since it was now bent at an odd angle. Every time she breathed in it hurt, obvious signs of broken ribs.

Three loud crashed came from behind her.

Rainbow didn’t even turn around. Starscream landed head-first on the hard ground, his legs quickly following him to hit the crystal ground. Thundercracker and Skywarp quickly followed, Thundercracker in his jet form while Skywarp in his robot mode. Each of them made a crash-landing.

It was grueling battle from the airs. Rainbow Dash fought valiantly and somehow managed to defeat all three of them. Starscream, Thundercracker, and Skywarp did get a couple of good hits on the pony, but Rainbow’s speed and agility were too much for the Seekers to take on.

The entire area was pretty much a graveyard now. No living things were around except for the Seekers and Rainbow Dash. Starscream forced himself up on his two feet, the pain in his body almost made him forget about the deadly vortex behind him.

“You will suffer for this, Rainbow Dash.” Starscream hissed. His once flourished armor was dented and scratched beyond repair. Energon leaked out from all possible areas on his body, mostly his mouth and head. One of his optics was cracked and his left leg was barely functional. One of his wings had fallen off.

In shorter words, Starscream got his assets handed to him.

When he was only a few feet away from Rainbow, Starscream fell to his knees, his body slowly being dragged farther and farther away from her. He looked back and saw the Space Bridge portal becoming stronger.

“NO,” Starscream bellowed and turned back towards the Pegasus. He reached forward and grabbed her hind leg, pulling both of them back now. “If I go down I’m taking you with me!”

Finally coming to her senses, Rainbow Dash turned around and tried to shake Starscream’s strong grip off. She snarled and kicked at him but he still wouldn’t let go. Rainbow turned her around and saw that if Starscream was sucked into the portal….she would too.

“GET OFF ME!” Rainbow Dash screamed and kicked him harder and harder.

Starscream smiled. He was going to die…and he would take this pony with him.

A wicked pain from his back made him lose his grip. Rainbow Dash backed away as quickly as possible and looked up to see Grimlock, his blade jabbed into Starscream’s back. Grunting, Grimlock ripped his blade out and picked up the injured Seeker. Starscream’s fears only intensified once Grimlock began to speak to him.

“Next time I crush you…stay dead!”

He reared back and chucked Starscream right towards the portal, sealing his fate for good.

Thundercracker and Skywarp quickly followed Starscream into the portal from the gravitational pull, their unconscious bodies smacking against each other as they flew higher and higher until they were both gone.

Rainbow Dash sighed, her smile growing back.

It faded.

Grimlock was being sucked in.

Instantly, the Dinobot Commander smashed his sword directly into the ground, the rest of his body flying wildly in mid-air. Rainbow Dash stepped forward to help him, to do anything to try and stop the inevitable from happening.

It was too late.

“Rainbow Dash! I can’t hold on! I…I…AHHHHHHHHHH!!!!!!”

To her horror, Rainbow Dash stared into the vortex until she couldn’t see her friend anymore. Even if she wanted to, Rainbow couldn’t fly up and save him, her wing was broken.

She sat down hard, the tears quickly falling from her eyes. She had just saved his life…and it was for nothing. Grimlock may have changed the tide of the battle but even he wasn’t strong enough to survive this. Never in all her life had she thought anything could take down that big guy. Never. But now she knew….

He was gone…for good.

And Rainbow Dash cried for him.

____________________

“Optimus!” Twilight screamed as Megatron tightened the grip around her body.

Optimus Prime stopped dead in his tracks, his optics looking over to Twilight and back to Megatron. He clenched his fist in anger as he slowly began to approach the two.

“Not so fast!” Megatron yelled with his left fist tightening. Twilight screamed out in pain.

“STOP!” Optimus begged with both his hands forward. Megatron loosened his grip so the pony could catch a breath. Twilight looked over and gasped when Megatron’s cannon replaced his right arm, the end pointing at Optimus.

“I’ll stop if you bow down to me!” Megatron told him, the end of his cannon glowing bright.

Twilight shook her head quickly as Prime’s gaze shifted towards her. “Don’t do it, Optimus! Don’t listen to him! OW!” Megatron continued to squeeze her, threatening to break her spine.

“You have no say in the matter, insect!” Megatron roared, still squeezing.

Optimus approached again but only slightly so Megatron could hear him. His voice was hurt and very meager to see Twilight’s tear-stained face. “Megatron! Stop! Don’t hurt her anymore…. I’ll do it.”

Twilight opened her eyes once Megatron stopped crushing her. She gasped when Prime backed off and put his hands up. Megatron chuckled, his mouth formed into a toothy grin.

“There…now….stick your sword into the ground.” Megatron began, motioning his gaze towards his riot cannon pointed towards Prime. Optimus obeyed and jammed the tip of his sword into the crystal ground, lightning shocking right behind him.

With that done, Megatron smiled bigger and said, “Now…get on your hands and knees.”

Twilight was forced to watch as the leader of the Autobots fell to his knees in a defeated manner. She had never seen him like this, nor had she ever thought Optimus Prime would act like this. There was only one plausible explanation for this: he was doing it for her safety.

Once his hands hit the ground, Optimus lowered his head, his optics shut. Megatron dared not take the cannon off of him, but Twilight could still hear his laughter growing louder.

“There…was that so difficult?” Megatron asked Prime while he was bowing at his feet. Optimus lifted himself up where only his knees were touching the ground. The rest of him was facing upwards. Twilight could see a big hole on Prime’s chest, possibly from his battle with Megatron.

“I have done as you asked, Megatron,” Optimus quietly muttered, “Please stop this aggression and let her go….she is not of your concern.”

Twilight looked up to Megatron. All she saw was that wicked smile as he continued to laugh.

“Have you already not figured it out yet, Prime,” Megatron asked as the end of his cannon began to glow. “These ponies are my concern…and they always will be until I’ve killed them all.”

He fired.

Twilight screamed as the purple ball of energy flew over to Optimus Prime. It struck the exact hole that remained on his chest, a mixture of Energon and sparks flying out from the impact. Prime’s chest exploded and what remained of the Autobot leader fell backwards….dead.

Megatron laughed.

A tear fell from Twilight’s eye.

He was tricked. Optimus Prime just bowed down to Megatron in hopes that he would release Twilight. He lied…and killed him. Twilight shut her eyes and let the crying begin. The entire time she wept she could still hear Megatron laughing.

“I’VE DONE IT,” Megatron screamed, “I HAVE FINALLY DEFEATED OPTIMUS PRIME! Who can stop me now?! WHO?!?!”

Twilight opened her eyes, a rare intensity growing inside of her. She clenched her jaw with her tears disappearing. Her face no longer bore the look of sorrow; it bore the look of hatred. Her face began to burn, her mane felt as if it was on fire. The amount of rage plastered on her face told the tale that Twilight Sparkle had lost it. She was no longer the innocent unicorn from before…this was a beast…that wanted blood.

Flaring up her horn, her magic doubled with the amount of rage she felt in her heart. Megatron stopped laughing and brought his gaze down to the small unicorn clenched in his left fist. She was glowing red, a spiral of magic forming around her.

“What is this?!” Megatron screamed. She exploded in his fist.

To his great surprise, Megatron actually fell back from the force of the explosion. He felt a singing pain in his arm and looked at it. He was shocked to see his left hand completely gone, nothing but a black stump remaining, wisps of smoke trailing from the tip.

He looked from where he was lying to see Twilight Sparkle appear in front of him. She was descending to the ground in a bright fire, her tail and mane a blistering flame. Her purple coat was gone and only a bright yellow light remained. Her eyes were the worst, though. They were red...both of them glaring at the Decepticon leader with the hunger to evaporate him.

Megatron was terrified…not out of fear…but out of shock and confusion.

“I-impossible,” he shrieked, “How can you manage to inflict pain upon me?! You’re nothing but a weak, worthless pony!”

Twilight Sparkle bared her teeth, her flame-filled mane glowing bigger and brighter than before. The ground around her was enveloped by a circle of fire, her rage accommodating that. When she spoke, it was a whole other Twilight speaking.

“We are NOT worthless!” Twilight Sparkle screamed, her horn sending several bolts of electric fire on the Decepticon leader. Megatron quickly stood back up, trying ever so hard to dodge the deadly blasts that somehow hurt once they hit him. The entire time he was still wondering how this pony was hurting him. He had completely convinced himself that these creatures could not fight back, they couldn’t defend themselves. But he was wrong.

Oh, was he wrong.

The bolts did more than send several volts of electricity coursing through his circuits, it burnt him. This pony somehow managed to keep at it…and Megatron could barely do anything.

“Enough!” Megatron shouted as he charged the unicorn. Twilight Sparkle wasn’t afraid.

He pulled out his sword and jumped to where the pony was. When his sword hit the ground, however, she wasn’t there. Nothing but a dark circle remained from the intense heat this unicorn was creating from her body.

Suddenly, Megatron felt as if his entire armor began to melt. He screamed in agony when a red aura of energy was cascaded across his entire body, slowly lifting him above the ground. He was turned around to see his destroyer firsthand.

Twilight Sparkle clenched her jaw and let her magic do the work.

She repeatedly smashed Megatron against the hard gravel underneath him with her telekinesis. With each powerful smash, Megatron grunted in agony until Twilight had enough of this. She lifted his entire body over her head, ignoring his intense weight, and dropped him right on his head directly behind her.

It took a few seconds for Megatron to finally get back up, but when he did he was met with a horrific sight.

Twilight Sparkle spread her forelegs out. Her mane and tail grew into a blistering flame. Her eyes shined snowy white as her horn began to glow bright red. Megatron fired several blasts from his riot cannon at her but it did nothing, the blasts merely evaporated before they could reach her. With her horn fully charged, Twilight Sparkle unleashed the blast she kept inside of her. All of her rage and hatred she held towards Megatron was focused on that intense blast…and she cooled down.

Megatron’s optics grew wide once the bright fire hit him square in the chest, destroying it.

The Decepticon leader flew back and did a triple backflip before landing flat on his face. He didn’t move. Twilight breathed in. She breathed out. Her mane began to simmer down to its original purple color along with her tail. Her coat returned to normal color as well as her eyes.

When she finally came to, Twilight shook her head and pressed a hoof against her temple. She dragged her hoof across her face until her eyes finally caught the wreckage.

Megatron was still getting up, a large hole where his chest once remained.

“You think…you can defeat me…? This is mere child’s play…with what I dealt with over the years! YOUR HEAD IS MINE!!!” He stood back up and pointed his riot cannon right at her. Twilight’s eyes shifted to something coming from behind him, a tiny gasp escaping her lips.

He was alive.

Optimus Prime came from behind and smacked Megatron’s cannon away just in time. He still fired but it was away from the violet unicorn. Megatron recoiled and fired several more shots at Prime as he continued to attack him. Optimus dodged several more blasts. He finally got close enough to where he grabbed Megatron’s right arm. Optimus attached himself to the riot cannon and snapped it like a twig. Megatron didn’t react in time when Optimus used the shattered pieces to smash them against his face.

Megatron staggered back. Optimus still moved in on him, his path blaster and sword in tow. He fired three shots from his path blaster, each one impacting against Megatron’s head. He then moved in for the permanent kill.

All the while Twilight watched in awe, not at the battle but at what she saw. The Matrix of Leadership was completely visible from the smoldering hole in Prime’s chest. It shined brightly against the darkness Prime was dealt to face. Once again, Twilight felt a calm feeling when the Matrix’s light touched her. It was as if it was telling her that everything was going to be okay.

Megatron still swung with his right fist but he was weakened this time. Optimus dodged with no effort whatsoever. He appeared behind Megatron’s back and brought his sword back.

“Megatron….BE GONE!!!”

He drove his blade right through his brother’s back, the sword going straight through his chest. Megatron screamed in agony as Optimus dug the sword in deeper. Optimus was going to do it…he was going to kill Megatron.

“AHHHHHHHHGRAAAAAAAAGAAAAAAA!!!!!” Megatron bellowed.

Twilight gasped. Not at the battle scene in front of her…it was at what was behind them.

The Space Bridge portal.

A powerful tremor made its way through the shattered husks of the Crystal Empire, sending both Optimus prime and Megatron skidding back and closer to the unicorn. Twilight took several steps back once both leaders landed right in front of her, Optimus on her left and Megatron on her right.

With the sword out of him, Megatron looked back at the portal, his optics growing wide with terror. It was only until now did the portal break through the planet’s atmosphere. There was no escaping from it now.

“No, the portal!” Megatron screamed as his hand dug into the earth below him.

“The vortex is ripping the planet apart!” Optimus Prime shouted, his entire body being lifted off the ground. Both he and Megatron were being sucked in…and they grabbed the earth to hold on. This scene was so familiar to both of them. It brought back wretched memories. But now, both Prime and Megatron knew that this portal would not send them to an uncharted planet….they didn’t know what lied on the other side.

Seeing this, Twilight gasped and galloped for Prime. The portal would not suck her in for she wasn’t Cybertronian.

“Optimus!” Twilight screamed with her horn lighting up. She used her magic to grab Optimus’ hands, thus holding him down.

“Twilight!” Optimus shouted back once the unicorn stood right in front of him, her magic and willpower keeping him strained to the planet. “Hold on, Twilight!” Optimus shouted as the rest of his body was lifted off the ground.

Twilight opened her eyes to see the vortex behind them covering at least half the entire skylines. Lightning and high winds were covering the entire area around them. The air was filled with thousands of dead Decepticons, dropships, and starships being devoured by the black hole.

She wouldn’t let go of him.

“NOOOOO!!! I WILL NOT BE DENIED YET AGAIN!!!!!" Megatron shouted with his final words. He had lost his left hand to that wretched unicorn…he lost his grip.

Twilight Sparkle watched as Megatron was lifted off the ground. She followed his body until it was gone, sucked away into the bowls of the black hole. He was gone. Megatron was gone forever. Twilight or anypony else was never going to see him again.

But the portal just didn’t give in… It wouldn’t quit until ALL Cybertronians were eradicated.

That was the last thing Twilight wanted.

So she held on. She held on to Optimus Prime’s hands with her magic, dare not letting him go. Optimus slowly turned his head back towards the Space Bridge portal. It was massive. A loud explosion came from the center of it, signaling that Megatron had entered inside. But it wouldn’t stop.

The portal wasn’t going to stop…

Unless….

Optimus knew what to do. And if it meant what he thought it meant…then he had no choice but to accept his fate and begin anew. The hard part would have to be convincing Twilight. Making up his mind, Optimus turned his head back towards Twilight Sparkle, her face covered in sweat from holding him back and away from his fate.

It would be hopeless.

“Twilight…” Optimus spoke in almost a whisper.

Twilight shook her head, biting her lip hard. “Don’t…worry, Optimus! I won’t let go of you!”

“Twilight…”

“I won’t let go!!!”

“Twilight…”

This time she opened her eyes. Optimus Prime was hanging in mid-air with his palms pressed against the earth. Behind him, the space portal was still hanging above their heads, wanting the last of the Primes inside of it.

They both locked eye contact. Twilight’s mane flowed wildly passed her face.

Optimus was the first to speak.

“Twilight…let go.”

“Are you crazy?!” Twilight responded, her eyes drifting back towards the portal.

Optimus slowly shook his head. “I’m not. Trust me, Twilight Sparkle. The portal will not stop until it takes me with it. Let me go…I must stop the portal before it destroys your planet.”

Twilight responded with a quick shake of her head. “Never! I’m never gonna let you go, Optimus,” She closed her eyes, several tears falling down her cheeks, “I…I-I…I can’t lose you again!”

“Twilight, listen to me,” Optimus quietly said. The unicorn looked at him with big teary eyes, pleading him not to do this, begging that he doesn’t leave her a second time. Optimus didn’t want this to happen…but he had to…it was the right thing to do.

“Ask yourself this,” he began with his voice soft, “Which is more important, the entire survival of your planet’s civilization, your friends, family, everyone you’ve known and loved…...or me?”

Twilight stopped breathing.

She dropped her head low, finally realizing what Optimus Prime meant. If she didn’t let him go the portal wouldn’t stop and continue to obliterate her entire planet. Everypony would die. The Equestrian race would seize to exist. Equestria would become the second Cybertron.

But if she did let him go that would mean letting go one of the nicest, closest, bravest, and most reliable friends she had ever met for him to face his demise in that unforgiving black hole. She would never see Optimus Prime ever again. All their adventures they had together, their relationships with these Autobots, all of it would remain a mere memory for the rest of their lives.

Twilight lifted up her head again, her eyes slowly opening. Optimus was still holding against his will as Twilight’s magic held his grip down on the earth. She had felt like this before. Applejack standing over her, holding her so she wouldn’t fall off the cliff in the Everfree Forest. She told her to let go and everything will be alright. Applejack was a friend she could trust…and so was Optimus.

“Let go, Twilight. Everything will be alright. Please…I beg of you, for the survival of your planet’s race….let go…please…..let go.”

Twilight closed her eyes tight. The entire survival of the Equestrian race lied on this decision: save Optimus Prime and let the portal tear apart her home, or let him go to destroy the vortex but also destroying him in the process.

It would be selfish of her not to let go.

She breathed in…

She breathed out…

Once she opened her eyes, Optimus Prime could see the hurt and sorrow that gaze gave him. He knew what she had decided.

“I’m sorry, Optimus….I’m so sorry.”

She let go.

The magic surrounding Optimus Prime’s hands had faded away. His grip was gone and the last of the Primes flew away from the Element of Magic. Twilight Sparkle couldn’t even watch her horrid decision-making take place. Her eyes were shut tight with the tears flowing down her cheeks.

Optimus Prime flew towards the darkness of the space portal. He closed his optics when his body began to evaporate on the inside. He had reached his destination. He felt nothing.

'I'm coming home.'

____________________

Deep within the Everfree Forest, Omega Supreme began to tremble.

The Space Bridge portal was not yet finished. Not every Cybertronian had been taken away.

With his entire body being lifted upwards, Omega Supreme was like a ragdoll as his massive body was lifted out of the forest and towards the skies. The last of the Cybertronians on all of Equestria was forced into the vortex without any forms of fighting.

Omega Supreme had vanished…as did the black hole.

It shook at a violent pace. The vortex began to break apart with its victims now inside of it forever. With one final go, the portal began to shrink until it released a powerful shockwave from the essence of its core.

It vanished.

____________________

Twilight Sparkle sat down hard.

Her eyes burned, her bones ached, her stomach was tied in knots, and the wrenching feeling of guilt stabbed her in the heart, breaking it into several bite-sized pieces.

When the portal disappeared, she didn’t even smile. The decision she had made and committed had shocked her into silence, the soft sound of crying being the only noise in the quiet wasteland of the Crystal Empire.

The sun began to return.

Twilight kept her head in her hooves as she cried into it. The clouds quickly departed and the sun shined brightly, filling the Crystal Empire with life yet again. Dead and shattered pieces of crystal glimmered in the sunlight. The tattered husks and sorrowful wasteland was immediately covered by a nice warm presence as Celestia’s afternoon sun filled the empire.

The Element of Magic cried her heart out.

Soon enough, Rarity, Applejack, Rainbow Dash, Fluttershy, Pinkie, Shining Armor, and Princess Cadance emerged out of the confines of either large pieces or crystal or simple houses. They all came together where the battle scene was just but a few minutes ago. They were all looking for somepony…and they found her.

“Twilight?”

The unicorn lifted up her head at last, her eyes red and puffy from the amount of tears she had shed this day. She turned her head back to see her friends, her brother, and her sister in law. She forced a small smile, relieved to know that her brother was alive.

“Twily…” Shining Armor softly said and hugged his little sister. Twilight returned the hug with little effort. Next, Cadance approached the heart-broken mare and gave her a big hug. She returned it very weakly.

Applejack took a calm step forward, the hurt in her eyes almost as similar to Twilight’s.

“Twilight? Are you okay?” She asked sincerely.

For several times before, Twilight Sparkle didn’t know. She didn’t know if she felt good or if she felt bad. She did save her entire planet’s race from extinction, the Princess would be proud of her. They managed to make the mission a success and stop King Sombra, even Queen Chrysalis had retreated back to the Badlands…hopefully forever.

But at what cost?

The cost of the Transformer’s race? The cost of every Autobot’s life? The cost of her friend….Optimus Prime?

She didn’t know if she felt good…or if she felt bad.

But Twilight did know one thing….they won.

Turning her head back towards her friends and family, Twilight Sparkle sighed heavily and faced the setting sun. Her eyes bore no emotion whatsoever, every tear had faded away from her eyelids right as she began to walk away.

And she didn’t look back.

“Come on, everypony. Let’s go home.”

Legend

-CHAPTER XXX: LEGEND-

“Heroes are those who do what is absolutely right. We are all heroes.”

-Twilight Sparkle

____________________

-NINE WEEKS LATER-

At last, Twilight opened her eyes.

She sat up and stretched her limbs. Below her, the snores of a baby dragon seemed to be what woke her up. Giggling in response to that, Twilight hopped out of the bed. Making sure to walk over the sleeping dragon, Twilight finally got over to her desk.

Levitating a long scroll out from one of the drawers, Twilight pulled out a quill and dipped it in the ink. Time for another morning checklist.

“Wake up at 6:30 AM,” Twilight read as she looked over to the clock hanging on the far wall. She smiled and said, “Check.” She checked off the box and continued to read. “Brush mane to get tangles out.” She looked up and smiled to see her mane a mess. She always liked a challenge. Levitating a hairbrush from another drawer, Twilight calmly but swiftly stroked her mane over and over again until it felt straight enough to be presentable. “Check.” She said and read on.

“Wake up Spike by all means possible.” Twilight looked over to the baby dragon. Silently creeping over to him, Twilight placed her hoof on his exposed tummy and began to tickle it. Spike shot out of bed and giggled uncontrollably.

“What the-HAHAHA! Tw-Twilight! HAHAHA! Please…STOP! HAHAHA!!!” Spike begged with tears in his eyes.

Twilight giggled to herself and check off the box. “Check.” She managed to say between giggles.

She read on. “Remind Spike and self about the unveiling at the statue garden today.”

Twilight sighed and crossed off the box. “Check.”

Spike managed to stand up on his own. He approached Twilight but saw her turn around and head for the stairs. “Hey, where ya goin’?” Spike asked, slightly rubbing his eye with a claw. He yawned carnivorously right as Twilight turned her head back towards him.

“Spike,” She stated irritably, “I told you about this last night! The statue garden is gonna reopen today! This is supposed to be one of the most important days in Equestria history! Delegates, Kings, important ponies from across the globe are gonna be there!”

The baby dragon scratched his chin for a few seconds before he finally came to. “OH YEAH! Now I remember! So, when are we going?”

“Right now.” Twilight stated, making her way down the stairs quickly.

Spike’s eyes popped open. “Wait…like right now right now? Aren’t we going to have some breakfast first?” The dragon asked as he struggled to keep up with the unicorn. His belly rumbled in hunger.

Twilight shook her head and said, “No time. The statue garden opens really early. We don’t wanna miss a single second of it! Besides…Rarity’s gonna be there.” She teased with a wiggle of her eyebrows.

“Well what are we just sitting here for?!” Spike shouted and opened the door for her, “Let’s get a move on!”

Twilight giggled and trotted passed him. “Just try and keep up, Romeo.”

Spike shut the door to the library.

____________________

Once they were outside, Twilight breathed in deep, really taking in the fresh air.

She still couldn’t believe that Princess Cadance had helped her by sending a building crew all the way from the Crystal Empire to help rebuild her library. It was technically a sign of thanks for saving all of ponykind from mass destruction. Yeah.

So they moved on, both Twilight Sparkle and Spike as they trekked through Ponyville, the morning sun giving both of them bright and healthy smiles.

Twilight’s mind began to play back the events of last night. Spike had given her a letter at about 9 PM. Princess Celestia had informed her about the reopening of the Canterlot statue garden, she said it would truly mean something special to everypony who went. Today was the day, both Twilight Sparkle and Spike kept moving down the dirt path in Ponyville.

They needed to get to the Friendship Express.

It was only about five minutes until they finally arrived. Twilight observed the scene.

The train remained where it should, in the station, its top blowing steam and out, ready for boarding and take off. Surrounding the closed entrance was her friends and their families. Pinkie Pie was bouncing in mid-place, Mr. and Mrs. Cake standing right behind her with Pound Cake and Pumpkin Cake in their forelegs, each of them sound asleep from the early morning wake-up.

Rarity, along with her parents and Sweetie Belle resided next to the bouncing mare, them mostly talking to the large group of ponies the entire time. Scootaloo and Apple Bloom stood next to Sweetie Belle, each of them in their own little conversation. Applejack, Big Macintosh, and Granny Smith all stood by each other, large saddlebags wrapped around their backs. Fluttershy and Rainbow Dash were among the crowd, their families oddly missing. Maybe they just lived too far away.

While that was the only crowd where her friends were, Twilight still looked around to notice several other ponies lined up to enter the Friendship Express. Ponies such as Lyra Heartstrings, Bon Bon, Vinyl Scratch, Ditzy Doo, Time Turner, Colgate, Thunderlane, and several more.

Both the unicorn and baby dragon approached the crowd, their smiles growing wider once they recognized her.

“Twilight!” Rarity exclaimed to everypony around her, “Glad you could make it, dear!”

“YEAH,” Pinkie shouted, her bouncing cooling down, “At first, we didn’t know if you were gonna show up or not! Then Rainbow Dash bet Applejack ten bits that Spike would make you guys late, but you’re here just in time!”

“Yeah…woopty doo.” Rainbow Dash scowled as she handed the orange mare a bag full of bits.

Applejack chuckled and stuffed the bag into her already-filled saddlebag. She turned towards Twilight with a large smile adorning her features. “Well, shoot, it wouldn’t be the same without ya, Twilight. From the letter ya showed us it sounded like the Princess really wanted ya ta come.”

Twilight smiled and said, “Well I’m just left in the dark as you guys. The Princess didn’t tell me anything except that it was a very special event at the statue gardens. Maybe she wanted it to be a surprise.”

Pinkie bounced in front of the group. “Or maybe she’s creating a secret organization for the most elite out of magical ponies to defend all of Equestria from blood-thirsty zombies!”

It was about three seconds before the entire group exploded into laughter.

Pinkie blinked her eyelashes innocently. “What?”

Twilight contained herself but still couldn’t contain the laughter. “Hee! Hee! Pinkie! What are you talking about?!”

“I was just-!”

“ALL ABOARD!!!”

The laughter died down instantly. Everypony turned their heads to see the conductor enter the train along with the line of ponies entering. Twilight smiled and turned her head back towards the group.

“Well what are we waiting for? Let’s get a move on.”

Pinkie Pie led the way.

“Canterlot here we come!”

___________________

-CANTERLOT-

The Friendship Express stopped at the nearest train station, steam erupting with a loud hiss as it slowly made a stop. Several Royal Guards stood at the entrance of the train as the doors opened up, a very large crowd of ponies their way to get to the front.

When Twilight, Spike, Applejack and her family, Rarity and her family, Pinkie Pie and the Cakes, Rainbow Dash, Fluttershy, and Scootaloo finally made it off the train they were greeted by a magnificent sight.

Canterlot was simply stunning on its own. But today, oh today, today was truly something special. A banner hung around street poles and across castle walls, the only one Twilight read was, “WELCOME DISTANT TRAVELERS!” Balloons and several decorations were scattered across the entrance to the city while most of it was focused towards the castle and its gardens. That must’ve been where the sculpture gardens were. The group looked around and noticed that the train had already left, possibly to make more trips around Equestria. They could see why.

Canterlot was basically a main tourist attraction today. The letter Princess Celestia sent Twilight must’ve been just between them two. The Sun Goddess probably exclaimed to all of Equestria and beyond that today was truly a momentous occasion to be centered in the capitol.

Ponies from every across the globe were in Canterlot. Hoity Toity, Photo Finish, Sapphire Shores, Fancy Pants, the Wonderbolts, and (sadly) Prince Blueblood were all there. Many others were spotted but Rarity couldn’t announce them all to the group.

When the group of 17 ponies and one dragon were done sightseeing, they all made their way to where the Royal Guards instructed them to move, the presence of Princess Celestia’s pupil quickly caught their attention.

“Ma’am,” one guard in bright armor said proudly as he approached Twilight, “My name is Flash Sentry. You and your group had better follow me. Your brother, Shining Armor, had instructed me to take you to him.”

“Thank you, lead the way, please.” Twilight smiled as the guard turned away from her, leading her and the large group into the Canterlot gardens. This is where most of the tourists and ponies seemed to be heading.

“Back off,” Flash Sentry shouted as the large crowd began to depart, “VIP’s coming through!”

The group walked closer together, knowing it could be easy to get lost in this swarm of crazy tourists. Twilight looked around and noticed they were soon entering to where the Labyrinth was and still is. A large red curtain hung between two massive walls, a sign on one of them reading, “Canterlot Sculpture Gardens”. A podium and stage remained in front of the curtain, obvious signs that Celestia was to make an announcement before she revealed the new and improved statue gardens.

Once they stopped, the guard parted away the crowd and made a large open circle for Twilight and her group to spread out in. Giving a thankful nod, Twilight watched as Flash Sentry trotted off to resume his regular duties.

“Twily, glad you could make it!”

The unicorn turned brought her head forward towards the familiar voice. She was greeted by her brother Shining Armor in…well….shining armor. The morning sun reflected off his helmet as he took it off and approached his little sister.

“I see you brought the rest of the gang.” Shining Armor exclaimed as he and his little sister shared a quick hug.

“Yep,” She replied cheerfully, “Princess Celestia informed me that today was going to mark a new occasion in Equestrian history,” Her eyes darted back and forth as she leaned her head in closer to her older brother, “You’ve seen it already, right? Mind telling me what it is?”

Shining Armor only chuckled in response and said, “Oh I’ve seen it alright, but I’m not telling you. Strict orders from the Princess, she said she wanted it to be a surprise for you and your friends.”

He could see the look of disappointment strewn across her features. Ruffling up her mane in a playful way, Shining Armor smiled and said, “Hey, don’t get all down in the dumps,” When he finished, she proceeded to stick her tongue out at him. “You and your friends are going to love it…I promise.”

“We’d better.” Twilight finished as two loud horns were heard.

“OH! It’s starting! See ya later, Twilight!” Shining Armor quietly shouted and trotted off.

Twilight waved to him before turning her head back to the stage, the rest of the very large crowd of ponies quieting down. It was soon silent as one of the Royal Guard stepped up to the podium. He cleared his throat and unveiled a parchment.

“Fillies and gentlecolts, it is with great honor to announce the bringer of the sun and ruler of Equestria…Princess Celestia!”

The entire crowd exploded into cheer and claps.

Princess Celestia arrived by flying up and over the red curtain, Twilight watched her the entire time. Once she softly landed with a flap of her wings, Celestia nodded the guard away and approached the podium, a smile spreading across her mouth when she saw her student in the crowd, accompanied by her closest friends.

After a few more seconds of cheering and clapping, the crowd finally quieted down once Celestia raised her hoof to them, signaling her speech.

She cleared her throat.

“Fellow ponies from across Equestria and beyond, I come to you today to mark the first event of a momentous and cheerful new day in Equestrian history. As most of you know of the tragic events many weeks ago, several cities and small towns were invaded and destroyed by a foe we have not yet come to know. Over the course of time, on that same exact day, every single invader was vanquished by a powerful force residing from the Crystal Empire. On that same exact day, evil was defeated…and freedom rained throughout Equestria once again. But at the cost of several lives…lives from Equestrian inhabitants…and many heroes. On this day I speak to you all to tell you that we will not fear these aliens anymore…but have come to thank them for their sacrifice and courage in our darkest hour. For if they hadn’t sacrificed their own lives…our planet would have been destroyed…everything we know would’ve ceased to exist. I come to you today to share with you the knowledge these beings have shared with us…for this is our tribute to them. I am proud to announce as the ruler of Equestria that all are welcome to our tribute for the many heroes who gave up their lives for us. Welcome one and all…to the new Canterlot Sculpture Gardens!”

Behind her, the red curtain opened up from the inside, light pouring in from the morning sun. Once it did that, Twilight Sparkle and the entire crowd gasped in awe at the sight held before them.

The two walls ended several feet behind the curtain, a black and much decorated gate opening at the entrance. Princess Celestia lit up her horn and soon the stage and curtain were gone, allowing clear passage for the crowd to mingle in the garden. The sea of ponies and tourists rushed through, their eyes boggling at the sight. Twilight and her group followed from behind.

Once they had entered passed the gates, nopony could believe what they saw.

The original statues that were once there still remained. The statue the represented friendship. The statue that represented victory. The statue that represented freedom. But nopony paid any attention to those…all eyes were focused on a new portion of the garden….

Rows upon rows of gray-colored sculptures were lined across the green grass. But these statues were not of past pony heroes…these were of some of old friends.

As the large crowd of ponies quickly scattered around, Twilight and her group stayed in the same place they were once they had entered passed the gates. Many of their jaws were wide open. Rarity was shedding little tears of joy while the rest of them only smiled at the beautiful scene arrayed before them.

All around them they could see statues of Autobots and Decepticons, each of them in their own little pose. A small engraving was at the bottom of each statue, giving a short description of each Transformer. There was one main dirt path that led to a fork in the middle, each with three separate paths: the one on the left was an all Autobot tribute and the one on the right was the Decepticon tribute. Straight down the three split paths three large statues stood side by side. Princess Celestia arrived right next to her student, lowering her wing so it was wrapped around her body.

“How do you like it?” Celestia quietly asked her student. She could feel her body trembling with joy right as she began to speak.

“I…I uh….I…it’s…i-it’s…” She was at a loss for words, a small tear rolling down her cheek as the memories soon progressed through her mind yet again. The horrid battlefield, the tragic loss, her magic holding Optimus away from the portal, his faceplate moving up and down but no audible words escaping him.

She felt a soft hoof brush over her cheek, wiping the tears away. Twilight broke down and hugged her teacher, small whimpers escaping her as Celestia held the mare close to her chest.

“I love it.” Twilight finally said, looking up at her teacher with a big smile.

Celestia smiled back and gave her one quick hug more. “I knew you would.”

After they broke, Celestia slowly began to trot away, but not after she looked back once more towards the group. “Be sure to look at every statue. Our artists tried their best and Shining Armor along with Princess Cadance worked hard to describe each Autobot and Decepticon…with some help from Luna and I of course. Have fun!”

And with that, she was gone, lost in the crowd of ponies gawking in awe at the towering statues.

The group stood there in shock for a few more seconds, each of their eyes gazing at the massive statues arrayed before them. It was finally up to Granny Smith to break the silence.

“Well, let’s not all jus’ stand here like a bunch o’ cows eatin’ at the pasture, let’s get a move on!” The elderly mare shouted, slapping her hoof on Applejack’s flank, thus moving her forward with a loud yelp escaping from the farm pony. While Applejack, Big Macintosh, and Granny Smith already entered the Autobot section of the sculpture garden, Apple Bloom with the rest of the Cutie Mark Crusaders went their own way, straight into the Decepticon section.

Twilight and Spike nodded to one another, they turned their heads back to see Rarity nod them forward. “You lead the way, Twilight.”

The lavender unicorn smiled broadly. She began at a slow trot, the remaining of the group following her into the Autobot section.

____________________

Twilight couldn’t believe her eyes, nor could Spike, Fluttershy, Rainbow Dash, Rarity, and Pinkie Pie. Rarity’s parents along with Mr. and Mrs. Cake were the only ones who hadn’t seen these bipedal creatures before, they seemed to mean a lot to the five mares and baby dragon.

“Wow! Who’s this?” Rarity’s father inquired as he approached the statue. Rarity and her mother quickly approached from behind, reading the engraving along with the father.

“Autobot Wheeljack. The first to be sucked into the black hole, this Autobot’s courageous heroism almost reaches his height of knowledge as one of the Autobot’s most powerful-minded team members. He will be remembered.” They all read in unison.

All three of them lifted up their heads to see a tall statue of the Autobot. Wheeljack’s sculpture had him facing forward, his hands morphed into fists while his chest pointed outwards.

“Wow…he looks really nice, don’t you think, Rarity?” Her mother asked, receiving a tiny smile from the unicorn.

“He sure was.” She said.

The three of them continued on the dirt path, eventually coming up to the next statue. Once they approached, Rarity’s father immediately started to read.

“Autobot Blaster. Blaster was a fun-loving, hip and happening robot. Loud and energetic, Blaster will always be remembered as a true hero to many ponies.”

Below the engraving, Rarity spotted a small bundle of flowers. She got a closer look and noticed it had writing on it that said, “Keep on rocking, Blaster. Love, Vinyl Scratch.”

Rarity gave the small pile of flowers a pitiful stare before returning back to her parents, each of them mesmerized by the sculpture of the Autobot. Blaster had his finger pointed out in front of him, a valiant smile on his gray-colored face.

They moved on without a word.

When they reached the next statue directly next to the last one, Rarity’s mother decided to read this one out loud.

“Autobot Sideswipe. The competitive Sideswipe is always happy to show off his prowess in the heat of battle, and is willing to do whatever it takes to win. A very trusting companion among the Autobots. Will be missed.”

They all stopped reading and looked up at Sideswipe’s sculpture. He was facing forward like every single other statue, one fist was pointed forward while the other was behind his right leg, which was pointed forward as well.

Rarity’s family continued on.

“Well, isn’t this place swell, Rarity?” Her father asked while her mother snapped a picture of one of the statues.

“Yes….it’s great.” Rarity replied a soft sigh escaping her wilted form. Her eyes were drooping low to the ground, several emotions piling up inside of her. It didn’t feel right to be here, it kind of hurt her a little.

“Oh! Rarity! Look at this one!” Her mother exclaimed. Rarity’s eyes followed the dirt path until they landed on the sculpture her parent’s had pointed out. She gasped, small tears falling down her eyes.

A tall statue of Cliffjumper stood proudly in the morning sun, his fist held tightly above his head. Rarity stopped dead in front of the statue, this time she wanted to read it out.

“Autobot Cliffjumper. His courage and valor in the war proved that size doesn’t matter. He would always be the first to shoot the first shot, or the first to get a punch in. He will always be remembered as a friend of this planet and many ponies. Rest in Peace, fair Cliffjumper.”

Rarity sat down hard and began to shed more tears. Right now was the breaking point. She couldn’t hold in the feelings, everything she felt as this moment. She quietly began to cry as her parents quickly arrived by her side.

“Honey? Are you alright?” Her father asked, softly patting her on the back.

Rarity slowly nodded, quickly levitating a handkerchief from her pouch and blowing into it. Once she brought down the handkerchief, Rarity looked up to Cliffjumper’s statue once more, a very bright smile erupting across her face.

“Rest in peace, Cliffjumper. I will always love you.”

____________________

“Autobot Ratchet. The team medical officer and close friend to Optimus Prime. Ratchet always helped those in the midst of heated battle, whether they were under enemy fire or not. A true hero.”

Twilight finished the line as she, Spike, Fluttershy, Rainbow Dash, and Pinkie Pie backed away from the sculpture, getting a full view. Ratchet stood not like the other Autobots. He didn’t make a pose or point anywhere. He was just standing on his sculpture base, staring blindly into the world in front of him.

“Nice.” Rainbow Dash commented, she being the first to leave along with the others. They continued along the dirt path, their eyes looking up and down at the amazing scenery. Pinkie Pie bounced around the small group as they continued along.

Not only were they near the Labyrinth, but the entire area was “transformed” into a garden. Several plants and flowers were spread near the statues, small honeybees buzzing around for sweet nectar to consume. Fluttershy flew up to one of the flowers, sniffing with joy as they sweet scent entered her nostrils.

She stopped once her eyes slowly fluttered open, each of them growing wide once the six statues came into focus.

Five tall statues stood behind a towering single one. Once Twilight, Spike, Rainbow Dash, and Pinkie Pie arrived, each of them stared in awe at the first sculpture. Twilight approached the first one and began to read the engraving in the stone.

“Autobot Jetfire. Being one of the many Autobots that had the power of flight, he along with Silverbolt led the four Aerialbots (behind statue) with great leadership and courage. All six of these brave bots will be missed for their sacrifice.”

Rainbow Dash gasped and hid behind Twilight.

“Look,” She whispered sharply and pointed a shaky hoof towards a group of Pegasi dressed in matching blue jumpsuits. “It’s the Wonderbolts!”

“Probably here to pay their respects.” Spike said.

“I’m outta here!” Rainbow Dash shouted, jetting towards the Wonderbolts. She quickly stopped behind them, fixing her mane just so she could presentable in front of her idles.

Feeling the gust of wind, Spitfire and Soarin’ slowly turned around from Air Raid’s statue, both of them smiling at the panting Pegasus.

“Hey, Rainbow Dash, how’s it hangin’?” Spitfire asked, holding out her hoof as Rainbow pounded it.

“Oh ya know…same old, same old.” Rainbow Dash managed to say through trembling lips.

Soarin’ chuckled and asked, “Do you…ya know…wanna hang out with us as we pay our respects?”

They could see the rainbow-mane Pegasus nearly leap out of her skin in excitement, reciting chuckles from both Soarin’ and Spitfire. She nodded her slowly and cleared her throat, trying to keep her cool.

“Yeah…I got time.” Rainbow Dash said, holding her excitement in as she and the Wonderbolts began to look at the other statues of the Aerialbots.

Twilight giggled and said, “That’s Rainbow Dash for you.”

Pinkie Pie jumped right in front of her and shouted, “Well, let’s keep moving! I wanna look at ALL the statues! Except for those mean Decepticons!”

Twilight giggled a second time and said, “Then let’s move out.”

The four of them abandoned their fellow Pegasus friend, knowing she would spend a lot of time with the Wonderbolts and maybe…just maybe…they’d let her join them. They wouldn’t want to get in the way of this opportunity for her by telling her they had to keep moving so they could see all the statues. Twilight was so deep in these thoughts that she almost forgot about Pinkie Pie reading the engraving of the next statue they arrived at.

“Autobot Hound. Although he never arrived on Equestria along with the other Autobots, Hound gave up his life before he left his home world. The Decepticon Makeshift has been masquerading as the Autobot and finally got caught at the battle in the Crystal Empire.”

A big statue of Hound resembled the Autobot completely. He had his knees bent and fists held outwards, as if ready to attack an incoming enemy.

Having a short moment of silence, the four of them continued on their journey through this maze of sculptures. They shortly arrived to the next sculpture that was directly next to Hound’s.

Spike read this one.

“Autobot Perceptor. One of the most brilliant minds of the Autobots, Perceptor was one who did not take kindly to fighting. But even in the call of duty, Perceptor fought to the bitter end which would ultimately lead to the each Autobots’ end.”

“I don’t really like that saying too much.” Fluttershy finally said. Twilight and the others nodded their head in agreement. It basically said that Perceptor died horribly along with every other Autobot. Not a good message.

They continued onwards.

All four of them stopped at the next statue, their eyes and mouths growing wide with surprise and shock. Pinkie’s mane deflated at the scene, her eyes big and watery. In front of them stood a statue of Jazz, his pose very intimidating but cool. Cool like Jazz.

Knowing Pinkie couldn’t read it from the position she was in, Twilight held in the tears and approached the stone engraving right in the front of the statue.

She began with a small sniffle. “Autobot Jazz. Serving as Optimus Prime’s second in command, Jazz was mostly known for keeping his cool no matter how bad the situation turned out. He was kind, helpful, strong, and brave. Loved by many forever and always.”

That last sentence nearly tore her very heart to pieces. Twilight took a step back and noticed that their energetic and joyous friend had already begun to cry. She sat in a pool of tears, her eyes gazing at Jazz’s statue a few moments more before she couldn’t take it anymore.

Fluttershy quickly wrapped her in hug.

“Thanks, Fluttershy.” Pinkie whimpered and hugged her back.

She looked up one final time at the statue, a tiny smile appearing.

“I’m not sad,” Pinkie said and licked one of her tears, “These tears are…sweet.”

Twilight rolled her tear filled eyes, a small smile escaping her face.

____________________

“So this is yer boyfriend you’ve been tellin’ us all about!” Granny Smith announced to practically all of Canterlot. Applejack pulled her hat over her head, a massive blush spreading across her freckled cheeks.

“Ah didn’t say that,” Applejack screamed hysterically, “Ah said he was good ‘friend’ of mine!”

She, Big Macintosh, and Granny Smith all brought their eyes towards the statue. It resembled a hulky war-machine, formerly known as Ironhide. Both of his fists were morphed together as if he was smashing them. His head was turned the other way while his body faced forward.

Big Macintosh cleared his throat and read the lines.

“Autobot Ironhide. By far one of the strongest of all the Autobots, Ironhide along with many gave up their lives for the secure sanctity of our planet’s race. He will be sorely missed by the Apple Family, whom this statue is dedicated to.”

He stopped reading and turned towards the two mares, their looks of shock mirroring the others’.

“Big Macintosh,” Applejack began, “that’s probably one of the most times Ah’ve ever heard you talk. Why now?”

The stallion approached his little sister and gave her a quick hug. He broke it and said, “Ah knew he meant a lot to ya.”

Applejack smiled, her foreleg coming up to wipe away the tears. “Thanks, Big Mac.”

“Eeyup.” He replied.

The trio of farm ponies continued on the dirt path, a very large statue appearing in front of them. Applejack took a step forward, pressing her hoof against the stone right as she began to read the engraving.

“Autobot Warpath. This Autobot’s brash attitude and mental toughness proved that his name truly implies his nature: war. Warpath was always trying to find something to blow up, but only got a few chances to when he and the others were suddenly gone. He will be sorely missed by many.”

Applejack gazed longingly at the statue for a few more moments before she trotted off to the other sculptures. Granny Smith and Big Macintosh stared at it a few moments longer. Warpath stood in a pose where his feet were pointed forward along with his fists, his head gazing straight at the sun.

They both followed Applejack as she stopped in front of three massive statues, these ones larger than the others.

Applejack, knowing that Granny Smith’s eyesight was getting poorer, decided to read these ones as well. She approached the first one and cleared her throat.

“Autobot Slug. This dynamic Autobot is a part of a sub-group amongst the Autobots, a group known as the Dinobots. Together with Snarl, Swoop, and their leader Grimlock, they use guerilla tactics in order to be one of the strongest fighting groups amongst the Autobots. Slug, along with the others, will be missed with their sacrifice.”

Applejack backed away, only to nearly bump into Big Macintosh. Once she was good and away, Applejack could see two other statues behind Slug. Snarl was posed to where his fists were held outwards, his head facing to the ground. Swoop had his hands out in the form of claws, his head staring straight ahead. And Slug had his fists nearly above his head, his body turned to the left with his feet facing forwards.

Applejack felt another singe of sorrow in her chest. These Autobots gave up everything for them, their planet, their safety, and most importantly…their lives. Applejack would never forget the courage and sacrifice on that horrid day.

Granny Smith nudged her shoulder and said, “Applejack, look! Isn’t that yer friend Twilight waving to us?”

The farm pony turned her head left to see Twilight at the entrance to where she and her family had entered. With Twilight, there was Fluttershy, Pinkie Pie, and Spike. Applejack turned back towards Granny Smith, her eyes pleading.

“Go right on ahead, sweetie,” Granny Smith cooed, “Big Mac and I will stay here and look at the other statues. Right, Big Mac?”

“Eeyup.”

Applejack smiled gratefully. “Thank ya, Granny.”

She sped off at a full gallop to meet Twilight at the entrance.

____________________

“Wow, Snips! These things are crazy looking!”

An extremely excited Snips darted towards the statue Snails had pointed towards. Practically slamming his hoof on the engraving, Snips began to read the lettering out loud.

“Decepticon Barricade. By far the best Decepticon driver, Barricade earned his name by ramming through Autobot roadblocks. Although he was part of the enemy faction, Barricade along with many others sacrificed their lives to keep us safe, whether they wanted to or not.”

Both Snips and Snails backed away to get a good look at the statue. The Decepticon named “Barricade” had both his hands made into fists, the right side of his body facing towards them as if he was ready to brawl.

Snips and Snails only recently arrived to Canterlot. They were originally part of Miss Cheerilee’s group but staggered off to look at the “cooler-looking” statues while she led the class over to the Autobot section. That didn’t mean they weren’t impressed.

“These things are awesome,” Snips commented, “Why would anyone say they were bad?”

“Maybe they just…” Snails was about to say before he stopped in mid-statement, “Uhhh….I forgot.”

Right before the two could move on, Miss Cheerilee’s stern voice came from behind them, nearly frightening the two unicorns.

“Boys! We’re over here if you’d like to join us!”

Neither of them could get there any faster.

____________________

Once the two troublemakers arrived back to where they were supposed to, amongst the other students, Miss Cheerilee sent them a disapproving stare before she returned back to her announcement.

As Cheerilee stood in front of the large crowd of fillies and colts, she cleared her throat and slowly began to recollect her train her thought. Smiling brightly, Cheerilee pointed her hoof over to the statue she stood in front of.

“Now, my little ponies, can anyone tell me who this is?” Miss Cheerilee sand in a cheery tone.

A timid hoof was raised. Cheerilee instantly pointed to it. “Yes, Rumble? Would you like to answer?”

Rumble slowly nodded his head. He pointed his hoof towards the statue, the entire class staring at him. “…H-his name is…um…Ramjet…right?” Rumble timidly stated, receiving a large smile from his teacher.

“Very good, Rumble,” Miss Cheerilee said, turning her head back towards the statue right as she began to announce the engraving to her entire class. “Decepticon Ramjet. With his companions, Thrust and Dirge, Ramjet was one of the deadliest Decepticon flyers due to his urges to ram his opponents in mid-flight. Hence the name.”

She backed off and turned back to her class. “Now, can anypony tell me why they built statues of the Decepticons even if they were only here to destroy us?”

Nopony had the certain clue.

When no hooves were raised, Cheerilee huffed quietly and spoke, “Well, none of you really knew did you? Your parents probably never told you,” She turned her head back towards the three statues of Ramjet, Thrust, and Dirge, and she explained, “The reason they built statues of these war-mongering monsters were because if none of the Decepticons were sucked into the black hole then the black hole would’ve destroyed out planet. Their sacrifice saved all of us, which is why Canterlot constructed sculptures of each Autobot and Decepticon here.”

The young ponies nodded their heads, while others were rubbing theirs. Smiling, Cheerilee slowly trotted away from the sculptures. “Moving on.” She announced to her class.

She stopped at a large group of five statues. The class gave loud gasps of surprise.

“Here we have the Stunticons,” Miss Cheerilee announced while she read the lines under Motormaster’s statue. “Stunticons. Under the leadership of Motormaster, the four other Stunticons, Dragstrip, Dead End, Breakdown, and Wildrider were famous for their advanced skills in driving and performing extraordinary stunts.”

“Kind of like Rainbow Dash?!” An excited Pegasus jumped in midst of the class.

Miss Cheerilee giggled and said, “Yes, Scootaloo. Very much like Rainbow Dash. But these Decepticons did not perform stunts in the air like Rainbow Dash. Instead, they kept very balanced to the ground and performed feats in their vehicle forms. Can anypony tell me what it’s called when an Autobot or Decepticon changes form into their vehicle mode?”

Scootaloo groaned quietly and slapped her hoof over her head. That was the last time she got involved with academics. She turned back to Apple Bloom and Sweetie Belle, a bored look on her face.

“This is boring,” Scootaloo whispered, “Let’s go explore somewhere else.”

“We don’t wanna get in more trouble, Scootaloo.” Apple Bloom warned.

Scootaloo snorted and said, “You were the one who got us caught in the first place!” The three fillies hadn’t gone to school that day and just wanted to spend the day with their friends and family. Besides, there was going to be a fieldtrip to Canterlot at school that day anyway, so why not?

“Um, girls? Are you paying attention? There’ll be a quiz on this back at school, you know?” Miss Cheerilee sternly said from the front of the class. The entire class turned their heads back at the three blushing fillies.

“Yes, Miss Cheerilee. We’re paying attention.” Sweetie Belle told her.

Cheerilee smiled and turned away from the class. “Moving on.” She said.

Sweetie Belle groaned as well and whispered, “You’re right. Let’s bolt.”

As the class departed to follow Cheerilee, Sweetie Belle and Scootaloo broke away from the class while Apple Bloom wasn’t as keen to follow them. Apple Bloom turned her head back right as she continued to follow her fellow Crusaders.

“Come on, ya’ll, we need ta get back ta-“

She ran face-first into Sweetie Belle’s backside, sending both fillies to the ground in an instant. As Sweetie Belle and Apple Bloom lay in the dirt, Scootaloo had to stand on her hind legs as she began to read the engraving on the statue.

“Decepticon Sharpshot. Along with Hardshell and Kickback, these three formed an elite group called the Insecticons. They grew in massive numbers that all relied on communicating through airwaves, very different to normal Autobots and Decepticons. Sharpshot reigned as the leader of the group and got most of his power from electricity.”

Scootaloo looked up with curious eyes to see Sharpshot’s statue rise before her. The Insecticon leader had both his hands turned into fists, each of them by his side as he glared straight ahead. Behind Sharpshot, Scootaloo could see a statue for both Kickback and Hardshell, the other members of the team.

“Creepy.” Scootaloo commented, her eyes quivering as they stared into Hardshell’s.

“Come on, Scootaloo. Sweetie Belle already found this really cool one!” Apple Bloom exclaimed taking off towards the next few statues. Scootaloo followed quickly, not really comfortable standing so close to those “Insecticons”.

When the two arrived to the next few statues, Sweetie Belle had already begun to read the engraving at the bottom.

“Decepticon Swindle. As the Munitions Officer for the Combaticons, Swindle enjoyed the leftover carnage from a battle. Carnage he could reform and sell for premium prices. Although he was a deadly warrior, Swindle only did what he was told, his only thoughts on what could be lying around after the current battle was over. He and the other Combaticons were hated criminals for almost being the cause of death of the Element Bearers, they are now heroes amongst many others who gave up their own lives so we could live another day.”

“Ah thought these things were supposed to be evil?! Don’t ya’ll remember when they attacked us in the Everfree Forest?!” Apple Bloom shouted with her anger rising after the engraving called this Decepticon and the others “heroes”.

While Scootaloo began to argue with her, Sweetie Belle looked up and saw Swindle’s statue for the first time. He was smiling, although it looked more like a smug grin. Swindle had both his hands out in front of his chest, each hand having the pointer finger straight out and thumbs erecting upwards. It was like he was pointing to someone and saying hi.

Sweetie Belle brought her gaze over to four other statues, each of them promoting the once-living Combaticons. Several ponies walked by them, either snapping pictures or reading the engraving underneath each.

“Combaticons…” Sweetie Belle muttered starting at a slow trot to the next statue.

“Hey! Wait up!” Scootaloo shouted, she and Apple Bloom struggling to keep up to their fellow Crusader.

Apple Bloom quickly sped by Sweetie Belle as she mere feet away from the next statue. She pressed her tiny hooves on the engraving and began to read right away.

“Decepticon Brawl. By far the strongest of the five Combaticons, Brawl enjoyed the destruction he inflicted upon his enemies. Be it in tank mode or robot mode, Brawl was always keen to show off his cannons in the heat of battle.”

She, Sweetie Belle, and Scootaloo all looked up at the statue. Brawl was standing in a normal pose, fists clenched, back straight; nothing was out of place for this Combaticon. Without a word, the trio moved on to the next statue.

Scootaloo read this one.

“Decepticon Blast Off. Blast Off remained as a reserved loner amongst the other Combaticons. He would rather spend his time flying in space than killing Autobots any day. Even though his famous motto is, “I destroy Autobots by choice, not command,” Blast Off will always remain as a true hero to us all, despite his defiance to the friendly Autobots.”

“These guys are SO much cooler than the ones Cheerilee was showing us!” Scootaloo exclaimed, her eyes scanning Blast Off’s statue up and down. He had his hands held in front of his chest. The rest of his body crouched low as if he was intending to fly off right then and there.

“Wow! Look at this guy!” Sweetie Belle shouted, attracting the attention of the two other Crusaders. “Decepticon Vortex. As the Combaticon interrogator, Vortex served as an important role to the Decepticon cause. Vortex would take to the skies, hunt down enemies, and rain fire down upon them in his helicopter mode. In his robot mode, Vortex served as an interrogator to extract information from captured prisoners. No Autobot secret was safe when he was around.”

“Could you imagine being capture by that guy? It would suck!” Scootaloo shouted too loud.

Apple Bloom and Sweetie Belle gasped in unison.

“Scootaloo,” Apple Bloom shouted, “who taught ya that kinda language?! Mah Granny said it was real bad!”

“Rainbow Dash.” Scootaloo said.

“Of course.” Sweetie Belle chuckled.

After sharing a group laugh, the Cutie Mark Crusaders came up to last statue of the Combaticons, apparently the leader of the group. Apple Bloom was the one to read this guy’s profile.

“Decepticon Onslaught. As role as the Combaticon Commander, Onslaught was brilliant in battle strategies he would concoct all by himself. For his dislike in battle situations, Onslaught would rather have his team take out the Autobots while he would walk right through the carnage without a scratch. That didn’t mean he was a powerful warrior. Onslaught, along with the other Combaticons sacrificed their lives for all of us, even if they despised us deeply inside.”

Apple Bloom backed away from the sculpture, her eyes big and sad.

“Why did they hate us so much?” Apple Bloom asked with big teary eyes.

Scootaloo shrugged. “They probably was just jealous of us, I think.”

“’Were’ just jealous of us, you said was.” Sweetie Belle corrected her.

Scootaloo snorted again and shouted, “What are you? A dictionary? I’m gonna go check out these other statues. Come on, Apple Bloom!”

She and Apple Bloom quickly darted off to some unknown statues to them. Sweetie Belle groaned and reluctantly followed the two even deeper into the Decepticon section of the statue gardens.

In the bushes, two pairs of devious eyes opened and closed as the trio of fillies darted off behind several other sculptures. They as well disappeared to follow them, snickering as they did so.

____________________

“Check this guy out! It even has Rainbow Dash’s name in it!”

Scootaloo practically pressed her nose against the engraving. She read a little too fast, just wanting to catch Rainbow Dash’s name affiliated within the lettering.

“Decepticon Starscream. With Thundercracker and Skywarp at his side, Starscream served as the Decepticon Air Commander. He was extremely powerful in the skies as well as on solid earth. He is mostly known for his traitorous ambition to take control of the Decepticons. Although, the true Decepticon leader, Megatron, despised Starscream and always found a way to make him suffer for his usurping. His end quickly came by none other than our very own Element of Loyalty, Rainbow Dash. She and the Decepticon battled numerous times with Rainbow Dash always coming out on top.”

Scootaloo breathed in for about few seconds…before letting out an amazed sigh.

“Whoa…just whoa.” Scootaloo sighed with excitement. She studied the Decepticon Air Commander. Both of his fists were planted at his waist while he stood there proud and tall, as if he was true born leader. From his profile it said he wasn’t.

Behind Starscream were statues of Thundercracker and Skywarp, both of which looked exactly the same as Starscream. Nothing really seemed between the three except for their poses.

“Rainbow Dash beat this guy up?!” Scootaloo shouted with excitement, “She is no doubt the most awesome pony in all of Equestria!”

“Don’t forget all of Equestria and beyond!"

All three of them turned around to see the rainbow-mane Pegasus smiling down at them. Scootaloo tried her best to hide her excitement but just couldn’t. Her idle was standing right in front of her.

“Rainbow Dash” Scootaloo shouted, sizing up to about Rainbow’s chest as she approached her, “YOU beat this guy up?! How did ya do it?! He looks like he could crush the life out of anypony!”

Rainbow chuckled and ruffled up the smaller pony’s mane. “He’s not as tough as he thinks he is.” And with that, Rainbow pushed passed the excited filly and approached Starscream’s statue, a small grin on her face.

“Ya never could beat me, huh Screamer?” Rainbow Dash spoke to the sculpture. Starscream just stared right ahead. Softly patting the base of the solid stone, Rainbow Dash slowly turned around and smiled at the three fillies.

“Oh, I forgot,” Rainbow said, looking at Sweetie Belle and Apple Bloom, “Your sisters wanted to see you two, see if you two were doing okay,” She looked passed all three of them, “OH! Here they come now!”

Rarity and Applejack were the first to step forward, followed by Twilight, Spike, Pinkie Pie, and Fluttershy. Rarity’s parents decided to stay on the Autobot section of the gardens for a bit more to take more pictures. Sweetie Belle and Apple Bloom went up to their larger counterparts, hugging them.

“How are you enjoying the statue gardens, Sweetie Belle?” Rarity asked as the tiny filly fell from her grasp.

Sweetie Belle smiled and said, “It’s awesome,” She then caught Rarity’s eyes to be a little red, followed by the mascara on the sides of her cheeks. “Have you been crying?” She snickered.

“O-of course not,” Rarity shouted and wiped at her eyes, “It’s just…really hot out here!”

“Well shoot,” Applejack exclaimed and looked around, “You three Crusaders must’ve looked at the entire sculpture garden already!”

Apple Bloom shook her head, her red bow flapping back and forth. “No. We didn’t see ALL of it jus’ yet! There are still a couple Decepticon statues we didn’t see yet!”

“Let’s go check ‘em out, then!” Scootaloo shouted and led the way.

As they all walked through the Decepticon section of the sculpture gardens, the Element Bearers kept looking back and forth, as if one of the statues would come alive and attack-

Kickback’s statue jumped right off the base, roaring at the frightened group.

“RAWR!” Kickback screamed.

The entire group exploded into screams. Suddenly, a white apparition exited the sculpture as it floated back to where it originally belonged. The apparition morphed into something solid, something dying with laughter.

“HA! HA! HA! That was hilarious!” Discord laughed in mid-air.

The frightened mares came out from where they were hiding; many of them glaring at the draconequus while others were still quivering in shock. Twilight glared at the floating spirit of chaos, pointing her hoof at him accusingly.

“Discord! That wasn’t funny! You nearly gave us all heart attacks!” Twilight shouted, motioning her hoof over to Fluttershy who couldn’t stop trembling.

Discord merely snorted and appeared next to the unicorn, ruffling up her mane. “Oh come now, Twilight! What’s a little prank gonna do for the ‘Heroes of Equestria’?” He moved his two fingers up and down as he said those words.

“Just get out of our way, bub! We got stuff to do!” Rainbow Dash shouted and pushed passed the draconequus.

“Yeah!” Scootaloo shouted in agreement, quickly catching up to her idle.

As the group left Discord alone, the spirit of chaos merely shrugged and morphed himself into another statue, waiting for his next victim.

____________________

“Ugh…why did they have to make a statue of him?"

Rainbow Dash didn’t like this statue at all, neither did any of her friends. His glaring visor and fellow Mini-cons only increased their hatred for this certain Decepticon. Even the Cutie Mark Crusaders despised this certain Decepticon. It was the first one they’ve ever seen, after all.

Twilight shook her head as she approached the engraving below the statue.

“Decepticon Soundwave. As Megatron’s most loyal subject, Soundwave implies himself to be the Communications Officer of the Decepticons. Along with his fellow Mini-con Deployers, Soundwave was thankfully taken away from this planet before he could’ve caused serious harm to several ponies.”

Everypony backed away to get a good look at Soundwave.

He was standing straight up, a small stone sculpture of Laserbeak on his arm. Below him, another small sculpture of Rumble stood at Soundwave’s feet, his mallets raised over his head. They brought their gazes to Soundwave himself, many of them shaking their heads.

Soundwave was possibly the worst addition they made to this sculpture garden.

“There are only two statues left…let’s get movin’.” Rainbow Dash muttered, she being the first to leave but quickly followed by Scootaloo. The others trailed behind them, leaving Soundwave’s statue all alone.

The next one they arrived at…

“Great…” Twilight groaned.

Shockwave.

The cyclopean Decepticon scientist stood straight up on his sculpture, his left arm being replaced by his iconic blaster. Both of his arms were at his side, his eye staring straight ahead. Knowing nopony else was going to read, especially Twilight because she hated this guy, Spike stepped up and read the engraving out loud.

“Decepticon Shockwave. The second in command of the Decepticon faction. Shockwave was merely a spawn of Megatron’s rule, forcing him to remain in exile on Cybertron. Although he gave up his life like many others, Shockwave’s attempts were just. All he ever wanted was to save his home world from dying and the only way to do that was to plunder ours. Shockwave was truly never evil. He wanted to save his race.”

“Well that’s a lie,” Spike commented as he jumped down from the engraving stone. He turned back and asked, “Right, Twilight?”

The unicorn did not move. A sullen expression remained on her face as she stared sadly at Shockwave’s statue. At first, she only thought of him as an emotionless beast that only cared for destruction. Now…she realized that he was only doing it to save his planet.

And they denied him that.

Without wasting another second, Twilight took off to see the last statue and get the hay out of the Decepticon section. The others were quick to follow. Fluttershy continued to silently whimper as they passed more and more statues. Everypony felt the same.

These Decepticons had left their mark for sure…in their hearts.

____________________

Silence was all that remained in the statue gardens.

A small amount of chatter our birds singing was all that was audible. Not a gasp, not a breath, nothing. Twilight Sparkle, Pinkie Pie, Fluttershy, Rainbow Dash, Rarity, Applejack, Sweetie Belle, Scootaloo, Apple Bloom, and Spike simply stared. No expressions…no movement.

The statue before them received no attempt.

Finally, a couple of ponies walked by the massive statue. One of them stepped forward and read the line out loud for her friend to hear. The Element Bearers, Cutie Mark Crusaders, and Spike all listened carefully.

“Decepticon leader, Megatron. As the first alien to invade and actually attack this planet, Megatron has made his mark as one of the most feared creatures in existence. His power outmatched all, his armies grew in the billions, and he had the power to destroy an entire planet, which he did. It was his own. Finding our planet, Megatron and his forces invaded with the hope to suck our home of the rich resources and use it to rebuild their own. Luckily, the heroic Autobots whom he has been battling for eons upon end came and thwarted his plans before he could succeed. His Legend will not be forgotten, nor will his sacrifice. Many ponies still wonder why he despised us so. It was because he thought he was superior to us, that if he could destroy an entire planet of massive alien robots then he could destroy a planet of equines. He was wrong.”

The two ponies exchanged looks before retreating off onto the other dirt trails. Twilight and her group just sat there and stared at Megatron, their eyes wide but no life in them whatsoever.

Megatron stood in a pose that made all the others look like nothing. He was bent forward, his hands changed into claws with his cannon placed on his right arm. Megatron’s head stared down at them, glaring at them, forever despising them.

At last, Twilight stood up and walked away.

They all did.

____________________

“I was a little worried at first, Princess. You’re lucky the Crystal Heart was able to stop the invasion or else we all would’ve died.” The Griffon King advised to the Princess of Equestria.

Celestia only smiled and said, “It wasn’t luck, your highness. My student and her friends did the impossible. They saved the Crystal Empire even though the castle was destroyed. That just proves what true hope can do: light us in our darkest hour.”

The King of the Griffons nodded and said, “Yes, I suppose that’s correct,” He spread his wings before settling them down at his side, his assumptions arising quickly, “By the way, wasn’t the Crystal Castle meant to be repaired soon?”

“Yes. Princess Cadance is already in the Crystal Empire as we speak. She, along with many, many workers are trying their best to rebuild and construct the castle as it once was. The damage was horrific.”

“It wasn’t smooth sailing in the Griffon Kingdom, either.” The King commented, swaying his red robe back and forth.

Princess Luna, who stood by her older sister’s side the entire time they were speaking with the Griffon King, tapped Celestia’s shoulder and pointed over to the Decepticon section of the sculpture gardens. “Sister, Twilight Sparkle and her friends cometh.”

“Twilight Sparkle?” The King questioned, turning around to see an over-eager purple unicorn trot over to them, a large smile on her face.

The Griffon King smiled and blocked her path.

“Well, well, is this the famous Twilight Sparkle I’ve heard all about?” The King of the Griffons smiled down at the unicorn.

Twilight was surprise. She tilted her head and asked, “You’ve heard of me?”

The Griffon King gave a warm chuckle and said, “Yes. Who hasn’t? You and your friends basically saved all of Equestria from being vanquished. You saved billions of lives, Twilight Sparkle, and for that, as the King of the Griffons, I thank you.” He gently grabbed her hoof with his talons and kissed it.

Blushing, Twilight dropped her hoof once he released his grasp. She instantly remembered why she had come to meet the Princess.

“I’m sorry, your highness,” Twilight advised, receiving a raised eyebrow from the King, “But I didn’t save all of Equestria. Optimus Prime and his Autobots did that. Without them…we all would’ve died.”

The King chuckled again and said, “Aw, yes, those aliens I’ve heard all about. Well, Twilight, it certainly wasn’t the story I’ve heard. YOUR story that your mentor has told me explained that you decided the ultimate fate of our home’s future. You decided to let ‘Optimus Prime’ go which ultimately led to the collapse of the black hole. If you hadn’t had done that…I wouldn’t be here to thank you now, would I?”

Twilight’s eyes grew wide. She turned her head over to Princess Celestia and Luna. Both of them winked at her.

“Oh…well…yeah…I guess it’s true.” Twilight managed to say.

The Griffon King smiled. “Well, it certainly was an honor meeting you, Twilight Sparkle.”

He backed away to let the unicorn through. Twilight smiled at the King one last time before she approached her mentor, giving her a big hug.

“Have you enjoyed the statue gardens, Twilight?” Celestia asked. The unicorn broke off and smiled broadly.

“They were amazing, Princess! Your architects had the hooves of masters to able to construct those stone figures so perfectly! It was like they were actually the Autobots and Decepticons, but frozen!” Twilight squealed.

Celestia and Luna chuckled together.

“They did try their best.” Luna added.

Twilight’s eyes changed from excited to sullen in an instant. They searched and searched but couldn’t find any statues of Ultra Magnus and his team. They out of all the other Autobots deserved a statue for they were the ones who saved them right before Shockwave could finish her and her friends off. But she expected this. Ultra Magnus was not known to Shining Armor or Princess Cadance, nor Princess Celestia or Luna. That’s the only reason there were no statues of them. She had suddenly remembered what she wanted to ask her teacher. Biting her lower lip, Twilight looked back up to Princess Celestia, her eyes full of hope.

“Oh…and Princess…I didn’t see…I-I mean I tried to find him but I…I couldn’t find him anywhere.”

Princess Celestia smiled and slowly backed away. She motioned her hoof to where she was just standing. Three massive statues stood about a hundred feet away.

“Your search is over.”

Twilight gasped. She looked up to the Princess one more time and quickly hugged her. She bolted off towards the three statues with the two Princesses and the Griffon King staring at her as she left. Princess Luna looked back towards her older sister, her eyes full of wonder.

“Are you sure she is ready, sister?” Luna asked.

Princess Celestia’s horn glowed a few moments. Instantly, a medium-sized book appeared above her head, attracting the attention of both Luna and the Griffon King. She levitated the book closer to her and her sister, her grin soft.

“She is,” Celestia said, “If saving all of Equestria from certain doom is one of her tests, then she has proven to be able to solve the impossible. I will send Starswirl the Bearded’s Book of Spells to her in a few weeks…and we will see if she is ready.”

____________________

Twilight Sparkle was the first to arrive. The rest of her friends soon followed.

All eyes focused on the three lone statues in the sculpture garden, passed them laid the endless maze of the Labyrinth. This is what everything led up to, the three paths once they entered the statue garden, the right path led to the Autobot section, the left led to the Decepticon section.

And the middle path…led to the true heroes of Equestria.

Applejack held her little sister close to her as they stared at him, both of their eyes gleaming. Rarity and Sweetie Belle couldn’t stop looking at the statues of these three Autobots. Rarity’s eyes quickly filled with tears. Rainbow Dash brought her attention to most fearsome of all the statues she had seen today, a bright smile spreading across her face. Fluttershy gasped, tiny tears forming in her eyes once she had seen the smaller statue to the left of the middle one. Pinkie Pie and Spike both were smiling, while Twilight didn’t.

A small crowd was forming around them. Several of them snapped pictures at the largest statues in the garden while others remained quiet. Their gazes fell upon the Element of Magic as she slowly approached the middle statue.

Twilight looked up at the sculpture of her dearest friend. A smile finally appeared.

She was proud to read the lines underneath.

“Autobot leader, Optimus Prime. The only memories we have of the bravest Autobot who ever lived now only rely on this message and the statue above. Optimus Prime was the sworn leader of the Autobots, protectors of peace from across the galaxy. With the war on his world over, he and his brave Autobots had to flee their planet in a massive exile so they could survive somewhere else in the universe. Arriving here, Optimus Prime quickly made friends with our planet’s ponies. He and his Autobots performed the ultimate sacrifice to keep our planet safe. Their own lives. Whenever you gaze upon these three statues, remember the courage and valor these brave and heroic aliens had performed to save all of us so we could live another day. Remember their Legend…for we will never forget them.”

Twilight choked up. She backed away from the engraving and instantly broke down to tears. The crowd remained quiet.

The unicorn looked up at Optimus Prime’s memorial, her eyes filled with tears.

The leader of the Autobots, her friend, Optimus Prime, he stood facing the world in front of him. Replacing his right arm was his trusty path blaster. His other arm remained on his side forever. It was a beautiful remembrance of Optimus Prime. The artists did an excellent job recreating him.

But what Twilight found most beautiful were his eyes.

She continued to stare at Optimus’ statue in silence. The rest of the crowd already began to move in. Passing her quiet friend, Rainbow Dash flew over to Grimlock’s memorial first, followed by the three Cutie Mark Crusaders.

Before Rainbow Dash could begin to read, a large crowd of colts and fillies piled behind her, followed by the familiar voice of Miss Cheerilee.

“Wow…he sure is a…ferocious Autobot,” Cheerilee gulped as the class stared in awe behind her. “It is an Autobot…right?”

Rainbow Dash nodded and cleared her throat, ready to read the first lines of the engraving. Apple Bloom, Scootaloo, and Sweetie Belle arrived by her side, ready to silently read the lines with her. But they never got the chance to do that.

“Well, well, well…if it isn’t the three blankflanks!”

Rainbow turned her head back, although she knew nopony referred the name to her. The Cutie Mark Crusaders all groaned in unison, forcing their heads back to see Diamond Tiara and Silver Spoon trot to the front of the entire class.

“Get out of here, Diamond Tiara!” Scootaloo shouted.

Both she and Silver Spoon snickered and looked up at the massive Autobot statue in front of them, their eyes devious.

“Why should we leave? You three are the ones who shouldn’t be here! You don’t know who these aliens are! I bet you never even met these Autobots!” Diamond Tiara sneered and pointed her hoof to the three fillies.

“We did too!” Apple Bloom shouted in defiance.

“Oh, I suppose you have proof as well too, huh?” Silver Spoon asked.

“Dinobot Commander, Grimlock. As the first to arrive to Equestria, Grimlock was unknown to his surroundings. Over the course of time, though, he had come to meet and befriend certain ponies. From a Royal Guard’s point of view, he stated that the lumbering Dinobot protected and defended the Element Bearers, a baby dragon, and three Cutie Mark-less fillies during a Decepticon attack in the Everfree Forest. He was powerful, strong, brave, and most importantly heroic. For not only did he command the most powerful fighting force among the Autobots, he was a true hero to ponies everywhere. Grimlock will be missed forever, for he truly meant something to us all. And we will always be grateful.”

Rainbow Dash finished the engraving with a long and deep sigh. She turned her head back towards Diamond Tiara and Silver Spoon, a smug grin on her face. Apple Bloom, Sweetie Belle, and Scootaloo all grinned as well, the looks of shock remaining on the two school fillies.

“What?! How is that…I don’t even…HUH?!?!” Diamond Tiara was a loss for words.

Miss Cheerilee stepped in. “I’m afraid that’s enough, Diamond Tiara.” She said in a stern tone.

Both Diamond Tiara and Silver Spoon dragged their hooves to the back of the class, not wanting to speak for the rest of the day. The three Cutie Mark Crusaders were giggling uncontrollably at Rainbow Dash’s hooves.

“Oh, and girls?” Miss Cheerilee sternly said as the three fillies looked up from the dirt. “I want to have a little chat with each of you. We need to discuss about staying with the group.” Miss Cheerilee told them.

Quickly, Apple Bloom, Sweetie Belle, and Scootaloo got up and slowly made their way over to the rest of the class, leaving Rainbow Dash shaking her head at them, a smile on her face.

She was once defiant…just like them.

Turning her head back, Rainbow gazed longingly at Grimlock’s memorial.

He was forged in his dino form. His tail stuck out over the base of the statue while his massive jaws aimed towards the right of her, as if he was intending to attack that way. Sighing, Rainbow Dash ignored the chatter behind her and only focused on Grimlock for the last time.

She would always remember him. Never would she forget his sacrifice…for he truly did care for her in the end to perform such a feat. Rainbow Dash lowered her head to the ground, a small tears falling from her eye and rippling across the dirt.

She would never forget him.

Fluttershy gingerly approached the smallest of three statues, her body trembling.

She gulped as she finally approached the statue.

Bumblebee appeared to be frozen while running. His back left leg was in mid-air while his right remained in front and planted on the base of the solid stone beneath him. His arms were practically the same but in reverse order as his legs were.

“Go ahead, Fluttershy,” Applejack told her and gently patted the Pegasus on the back, “We want ya to read it…”

Fluttershy took a deep breath. She looked back towards the engraving and pressed her hoof on the solid stone. Once she opened her eyes, a small tear fell down and landed on the stone lettering.

“Autobot Bumblebee. Although he wasn’t the largest or the strongest, Bumblebee carried the most heart out of any of the Transformers. In the very beginning, when he arrived to our planet, he protected our precious Element Bearers everywhere they went. This only promotes the heroism, the sacrifice that Bumblebee performed on that fateful day. He never truly left us in that black hole that destroyed every Autobot and Decepticon. He will always be in our hearts.”

Drip…

Drip…

Fluttershy stopped reading and placed her forehead on the stone letters, her whimpers escalating to balling. Rarity quickly approached her and placed a hoof on her shoulder.

“Darling, I know it’s hard…but you have to let him go…you have to accept the fact that Bumblebee,” she choked up and nearly started to cry herself, “that Bumblebee is gone…as well as the others…and we’ll never see him again.”

Fluttershy slowly turned around. Both Rarity and Applejack’s mouths’ practically hit the ground with how wide they were.

Fluttershy was smiling, tears streaked down her face.

“I’m not sad anymore,” Fluttershy quietly said and wiped her cheek, “Bumblebee did what he had to do because he loved me…he loved all of us.”

Rarity and Applejack smiled at each other, tears in their eyes as well.

“He sure did.”

____________________

After many minutes, possibly hours of memorializing these aliens, the crowd of tourists and ponies had left the scene, leaving the statue gardens empty.

Twilight Sparkle and her friends remained where they were, staring at the three biggest statues. Spike was there too, but he had fallen asleep on the nearby grass. He had begged Twilight so that they could leave but the unicorn wouldn’t have any of it. So he fell asleep. He was a baby dragon after all.

The sun was still high in the air, clouds coming in to slightly cover it. The Element Bearers kept staring at three statues in silence, none of them willing to break the bond they were reforming with these implications of their true friends.

It wasn’t long before Rainbow Dash had to leave.

Followed by Pinkie Pie.

Then Fluttershy (who had decided to take Spike home).

And Rarity.

And Applejack.

Applejack patted Twilight’s shoulder right before she left her at the feet of Optimus Prime’s sculpture. Twilight didn’t even turn back. She kept listening as Applejack’s retreating hoofsteps became quieter….and quieter….leaving her truly alone.

A giant white wing fell over her shoulder. Twilight finally looked away to see her mentor sitting next to her, her eyes focused on Prime’s statue.

It was silent. Both teacher and student sat together alone in the gardens.

“I’ve always found this statue to be the most fascinating…do you know why?”

Twilight looked up at her teacher again, her eyes full of wonder. Celestia looked back at her student. Twilight shook her head.

Princess Celestia continued with her head turning back towards Prime’s memorial.

“It feels as if he never died…meaning…that this statue truly symbolizes the Autobot name. The Autobots did triumph over evil in the end…they won. And Optimus Prime…symbolizes their essence.” Princess Celestia quietly cooed and nudged Twilight closer to her.

“Remember him, Twilight Sparkle,” She whispered in her ear, “for he still remembers you.”

And with that said…Princess Celestia got up and walked away.

Twilight Sparkle sighed long this time. She got back up. She never got down. She got up. Twilight looked towards Optimus Prime’s memorial for a long moment of silence. She felt as if she didn’t just look at him….but she knew him…be it made of stone or not.

The bond these two shared would always reside somewhere in Twilight’s heart. And just like Princess Celestia had told her…Optimus would always remember her.

Twilight Sparkle smiled, the tears of joy slowly falling from her eyes.

“I’ll never forget you…or what you did for our world, Optimus Prime,” She spoke to the unmoving statue. Twilight found herself looking upwards towards the morning sky, the clouds blocking out the sun.

“And I know you’re watching me…be it in the heavens….the endless cosmos….or in the deepest remnants of the Matrix of Leadership…I know you’ll be with me as I live the rest of my life. I love you, Optimus Prime….and I will forever be grateful. Goodbye.”

Twilight Sparkle was the last pony to leave the Canterlot Statue Gardens that very day it opened.

Optimus Prime’s sculpture, his memorial, his remembrance to all of ponykind would forever remain in those gardens. Days would pass, months, even years would go by and the statue of every Autobot and Decepticon would stay in those gardens, never to be removed.

And Optimus…would wait every day for Twilight’s arrival.

And even if their memories of the greatest heroes Equestria had ever known may fade away, the Legend of the Transformers will live on in their hearts forever and always.

The Legend lives on.

IT HAS BEEN AN HONOR SERVING WITH YOU, ANONYMOUS

TELETRAAN OFFLINE

Author's Note

Wow…this truly brings an end to a powerful legend.

After eons of countless conflict on the Transformers’ home world of Cybertron, Optimus Prime finally takes command of the Autobots after Zeta Prime’s demise. He revealed there to be a final transport off their dying home.

The end of War for Cybertron.

And after several years of fighting on, the Autobots finally do it and escape their dying planet. Megatron would not let them leave without a fight. Sending all Autobots and Decepticons to the Space Bridge, we find ourselves to a tough decision...what happens next?

The end of Fall of Cybertron.

The Legend continues…

The Autobots and Decepticons find themselves on a new world, a world they had yet to discover. Making quick friends with its planet’s populace, also known as equines, the Autobots brace themselves for a new war awakening in this peaceful land, a land they swore to protect. Winning in the end, the Autobots and Decepticons must leave Equestria so that peace could remain on the planet. They all find a new home…a home called Earth.

The end of Fall of Equestria.

A new evil emerges…

Once again, the Autobots and Decepticons return to the pony world but with war falling right behind them. The Decepticons grow larger with new allies, and Megatron’s master plan will soon be revealed. Equestria faces its darkest hour in the thrilling and tragic ending of the Transformers.

The Legend has fallen…

Or has it?

The Space Bridge portal merely absorbed the Autobots and Decepticons, their fates, however, are yet to be told. I left this ending for all of you to decide what happens to the Transformers. If you think they all died then they all died. If you think they all went back to Earth and G1 starts off here then that will happen. If you think they arrive back on Cybertron then they do. The possibilities are endless. The fate of the Transformers has yet to be told…

Sequel here: Transformers: The Requiem

As I Lay

-CHAPTER I: AS I LAY-

As I lay on these tattered battle grounds, I had very little time to reminiscence about everything.

What was my name….I can’t remember…for the pain was too intense. My Energon levels were depleting by the astro-second. All I could see were the raining ashes and smoke-filled skies of this once glorious empire. What was this placed called again?

It was the Crystal Empire.

I was beginning to remember. Yes….yes I remember now. The Autobots were under attack. The Decepticons had won. Their armies invaded this peaceful world we swore to protect. The home of the ponies, Equestria, was dying.

I could feel the pain as it intensified in my lower half. I looked down and groaned in pain when I saw my right leg blown off. My puddle of Energon began to spread as I lay my head back down. Looking upwards, I groaned in agony when I saw that mushroom cloud slowly spreading across the skies. Its dark entity gave me a feeling of hopelessness and sorrow. Not even we Autobots could save this planet. The sun was gone, blocked out by the lightning-filled clouds, we didn’t need it anyway.

All hope was lost.

I never thought I would finally admit it. But I did. I never gave up on Cybertron…no Autobot ever did. But why keep fighting? There was no point anymore. Jazz was dead, Grimlock betrayed us, and now the so-called ‘Crystal Heart’ was said to fix all of this madness…I see nothing fixed.

Just death surrounds me.

I could see my vision beginning to go static. The last thing I saw before that massive explosion was our leader slamming into me from the great power of Trypticon. That must’ve been what caused the mushroom cloud and the supernova explosion to wipe us all out. For all I knew our entire team of Autobots were dead. Was Optimus dead? It wouldn’t be the first time.

The pain began to go to a level I never thought was possible. The ashes continued to fall on my withering form, barely beginning to overcome my vision. I already accepted eternal stasis…I just wished it would be quick. And I guess I got my wish.

That glowing purple Decepticon symbol began to move towards me.

I forced my body to look up and see the absolute last person I wanted to see right now. Megatron. His massive stature and purple lights all over his body began to come into focus as he slowly approached my damaged form.

I caught him slightly limping as he finally arrived to my position.

Megatron’s scowl grew deeper as he got up to full height and pointed the end of his cannon directly at my face. Even with my damaged hearing processors, I could definitely hear him talk.

“Still think you can blast the smile off my faceplate?” Megatron asked as the end of the cannon brightened up. All I could manage was a weak cough.

Megatron chuckled, “That’s what I thought. My plan is complete now, the Changelings have successfully done their duties…and it seems…Trypticon managed to destroy the Crystal Castle. Not that you Autobots need it anyway.”

My anger was soon extinguished when the pain came soaring back. Megatron got in a little closer; I could see those horrible red optics as he smirked my way.

“And now…no one can stop me. Not even you….Cliffjumper.”

I finally remembered who I was. My name is Cliffjumper…and I gave up my life for the Autobot cause…which was now dead along with myself.

The last thing I saw was Megatron aiming his cannon at me, the end glowing bright purple.

One blast was all it took for nothing but darkness to remain.

____________________

“Equestria….the home world of the ponies we Autobots have befriended in the past…is in deep turmoil. During our times on this peaceful planet, we have grown quite attached to all of the inhabitants that fill this world with such great life.”

“But of course…all great things must come to an end.”

“Our acceptance of Earth as our newest home was definitely a good choice for us Autobots to remain. We have grown attached to this little planet, and although we haven’t met any of the humans….a deeper revelation bonds.”

“I sense a traitor among our ranks.”

“Not only has one of my fellow Autobots betrayed his own cause, but Equestria…is being invaded. Equestria…has never felt…the wrath of war. It has never faced extermination…until now. Megatron and his forces will destroy this world and spread their tyranny throughout the galaxy. Our armies alone cannot stop the great extinction that is sure to come. We need immediate assistance. I can only be certain of this….that we will sacrifice our lives to save this world."

“I am Optimus Prime, and I send this distress signal to all of those listening above in the heavens. We are dying. Equestria is in danger. Help us….in this dire time of need.”

____________________

5 Days before the Rise

TELETRAAN ONLINE

LOCATION: EQUESTRIA

-PONYVILLE-

Pinkie Pie happily hopped her way to Sugercube Corner, a smile plastered on her face. With her was a satchel filled with several goods she had picked up from several fruit stands on her way. The sun beat down a nice warm glow on her soft velvet skin.

“Hi there, Zecora!” Pinkie waved to her favorite zebra. Zecora smiled her way as she heard Pinkie yell, “Don’t forget about the super exciting party tonight!”

Zecora chuckled and said back, “I wouldn’t miss it, young filly. But perhaps there are others waiting for you at the moment, you silly nilly.”

As Zecora said that, Pinkie suddenly gasped and sped off to Sugercube Corner as fast as her hooves could carry her. From running into several of her friends, Pinkie had almost forgotten about her BEST friends.

When she finally arrived to Sugercube Corner-

“I’M HERE EVERYPONY!!!”

Rainbow Dash looked back and screamed when a pink blur rammed straight into her. Both mares tumbled on the ground until they separated in a daze. Pinkie rubbed her head as did Dash.

“Hehe…sorry, Dashie.” Pinkie gave her best puppy eyes as Rainbow Dash glared her way. Before Rainbow could blow her fuse, a purple hoof helped her up.

Rainbow looked up to see her egghead friend, Twilight Sparkle struggling to hold back some giggles. Her glare faded away as she used Twilight’s hoof as a support to get back up. Rainbow Dash turned towards Pinkie’s way and couldn’t help but smile.

“Who’s ready for breakfast?!” Pinkie screamed and pulled out the assortment of foods from her satchel, “I spent all my bits on this shopping trip! Only the best for you guys!”

Applejack gratefully took an apple that Pinkie had handed to her. After taking a large bite, Applejack smiled and said, “Now Pinkie, Ah don’ think it was fair for ya ta jus’ spend all yer hard-earned bits on us.”

Rainbow Dash chuckled and bit into a banana, “Hey, I’m not complainin’.”

Fluttershy cautiously took an orange and began to peel it. After ripping off a slice and placing it in her mouth, Fluttershy gulped and said, “Well umm…thank you Pinkie for all of this, you really didn’t have to buy me anything.”

Pinkie just shrugged it off and gave Rarity a large cup and filled it with milk. Rarity levitated the glass and took a glorious sip before placing the glass down on the nearest table.

“Thank you, darling, this means a lot honestly.” Rarity smiled and continued to read the newspaper. Pinkie giggled and came to her last friend. Twilight Sparkle smiled as Pinkie Pie gave her the last piece of breakfast from her satchel.

Twilight’s eyes softened as she saw there was no more food for her energetic friend. She gave Pinkie the apple back and said, “Oh no thanks, Pinkie, I think you should have it.”

Pinkie Pie just laughed and gave Twilight the fruit, “It’s okay, Twilight, I already ate.”

Twilight’s face contorted into confusion, her eyes looking around the room obviously not seeing any food. And to her knowledge, she and her friends had all arrived to Sugercube Corner in the early morning. There was no way Pinkie could’ve-

The pink blur suddenly jumped from behind the counter and pulled out a massive cake before slamming her face in the center of it and began chowing down. All the mares had their huge eyes on Pinkie as she slurped up the remaining cake from her hoof. Rarity looked as if she was going to faint when Pinkie released a massive burp.

Pinkie looked forward and noticed all her friends gawking at her.

“What?” Pinkie asked as innocent as ever.

Rainbow Dash was the first to burst into laughter, followed by everypony else. Twilight couldn’t contain her giggles and followed the rest of her friends. You know what they say about laughter...it’s contagious.

After the laughter died down, Pinkie sat down beside Fluttershy who always enjoyed the company. Twilight smiled and looked over to Rarity who had already continued reading the morning paper.

A moment of silence was imminent before Rarity scowled and read the front lines.

“Oh just listen to this!” Rarity shouted and began reading, “Diamond Dogs have been found scurrying around the outskirts of Ponyville. Reporters have thought that they might be on the hunt for more ponies to do their dirty work! The little ruffians!”

Rainbow laughed and began hovering in mid-air as she smirked above Rarity. “What? Are you scared, Rarity?”

Rarity scoffed and shouted, “The nerve! I am NOT afraid of those dirty little freaks!”

Rainbow floated down and began touching Rarity’s mane, “They’re gonna attack you when you’re sleeping and mess up your beautiful mane!” After Rainbow gave a little tug on her elegant friend’s mane, Rarity screamed which caused the sky blue mare to roll on the ground laughing.

Twilight frowned and flatly said, “Rainbow Dash, quit it.”

Rainbow looked up from the ground and snorted, “Aw come on, egghead. I haven’t seen you loosen up ever since I saved your guy’s lives.”

Twilight momentarily gagged on her cup of orange juice before swallowing the remaining liquid in her throat. Rainbow flew in closer and said, “Remember that day? You guys almost died if I hadn’t caught you in that cloud.”

“Yeah Rainbow Dash, Ah remember.” Applejack frowned and bit into what remained of her apple before grabbing another one.

Pinkie jumped up from her seat and began screaming, “OH, OH, OH, I remember that! Me, Fluttershy, Rarity, Twilight, and Applejack were going to give Dashie a care package! But then that tornado took us out!”

Rainbow chuckled while looking at Rarity, “And Rarity got caught by Thunderlane. He saved your life didn’t he, Rarity? And you repaid him in a BIG way huh?”

Rainbow’s sudden outbursts caused the white unicorn to blush uncontrollably, causing the Pegasus to chuckle to herself. Rarity growled and shouted, “I absolutely did NOT perform such uncouth things if that is what you are implying, Rainbow Dash!”

The blue mare shrugged and said, “Calm down, I was just kiddin’.”

Twilight took a sip from her orange juice before asking, “So Rainbow, have you heard anything about the Wonderbolts ever since Spitfire gave you that medal?”

Rainbow gasped and placed a hoof on her chest, “Spitfire gave me the medal for being a lead pony! It was so awesome! Just like me!”

Applejack chuckled, “Yeah…we were there, Dash.”

Fluttershy watched as Rainbow flew around the room just being her normal spunky self when she felt herself speak up. “So…umm…Rainbow Dash…did you hear anything about Lightning Dust?” Rainbow stopped flying and landed on the ground. Fluttershy shrunk down and hid behind her mane, only one of her eyes visible. “I’m so sorry; I didn’t mean to ask that!”

Rainbow simply laughed and said, “Hey it’s okay, Flutters, oh and about Lightning Dust? Yeah I don’t really know what happened to her. The Wonderbolt Academy was the last place I actually saw her.”

“Well it serves her right!” Rarity scowled, “She was certainly a wild one now!”

The five mares nodded in agreement before falling into silence, just to enjoy their breakfast. After Twilight finished yet another apple, she finally realized how hungry she really was. Taking a long sip from her orange juice, Twilight grabbed another apple that Pinkie had provided them with.

After taking a bite of the succulent fruit, Twilight levitated her book and began reading. She looked over and saw each of her friends enjoying the morning food. Rarity kept drinking her milk and reading the newspaper, her mouth mumbling the words. Pinkie Pie was sharing her orange pieces with Fluttershy as both mares sucked on the delicious orange slices. Rainbow Dash finished her banana and threw the peel on the ground. Applejack simply frowned at Rainbow’s utter disapproval of trash cans and finished off her apple.

It was such a beautiful morning. Celestia’s sun really gave way to the young foals as they played in the dirt streets. Every mare and stallion waved to each other from beyond the glass window Twilight was staring out of.

DING-DING!

“Twilight!”

The unicorn as well as the other mares turned to face the door and saw Spike panting at the front entrance. He had his hand on his chest as the baby dragon panted profusely; his eyes were slightly red, possibly from the lack of sleep. When he looked up, his eyes went wide as he raced forward.

“Twilight, Princess Celestia sent you an urgent-WHOA!!!” Spike suddenly slipped on a banana peel that was lying on the ground. Doing a triple back flip and landing straight on his face, Spike groggily stood up while Pinkie Pie held up a perfect 10 sign.

The baby dragon’s eyes went wide as he suddenly remembered, “Twilight, Princess Celestia sent you a-BURP!”

Spike’s mouth suddenly erupted a green flame and a parchment lay on the floor next to the tired dragon. Twilight got up from where she was sitting and levitated the letter from Princess Celestia. The five mares surrounded her obviously wanting to know what Celestia was so worried about.

Twilight cleared her throat and began.

“Twilight Sparkle, my most faithful student, this message is not to be taken lightly. But it seems I have had no choice but to inform you and all your friends first.”

The equines began to grow uneasy as Twilight continued to read.

“Our scouts have picked up strange activity coming from the Badlands. We do not know what it is that is going on over there but there is one thing for certain: Equestria is in grave danger. I don’t have much time to explain before the Guards outside my door will have to escort me to calm down the pony folk. We have received a message in Canterlot…a message from the Changelings.”

The mares gasped as did Twilight. Rainbow could hear Fluttershy beginning to grow uneasy as the violet unicorn read the last lines.

“The message was a warning. A warning to surrender at once. Obviously I would never abandon my kingdom but the message was focused towards you and your friends, my most faithful student. The Changelings want you gone. All I want you and your friends to do, Twilight, is to stand guard and be ready for anything that might happen these next few days.”

Twilight’s voice was barely audible at this point.

“Judging from this warning…you will all need to be ready for anything….anything. Your loving teacher forever and always-Princess Celestia”

Twilight levitated the letter down, her eyes wide as they can be. ANOTHER Changeling attack?! Queen Chrysalis would never send another attack after the failure of the first one. What was she planning that could possibly make Princess Celestia worried?

“Ya hear that?” Rainbow Dash growled, “Ol’ Bug Brain’s gonna attack Canterlot again.”

Twilight turned around to see the rest of her friends pawing nervously at the ground, all except Rainbow Dash who was feeling her muscles. Spike came up to Twilight and nervously coughed in his hand.

Twilight looked down to see her number one assistant obviously worried from the news of the letter. The unicorn softly patted him on the head and began to explain. “Don’t worry everypony; all we have to do is be ready for anything that might happen.”

“And from this letter,” Spike muttered while snatching the letter from Twilight’s grasp, “something surely IS gonna happen.”

Twilight plopped onto the ground and turned towards her friends as they eyed her with intent. Clearing her throat and looking around the room, Twilight nodded and said, “Well girls….oh and Spike, let’s get going to Canterlot. I have a lot of questions for the Princess, and I’m sure you all do too.” Each mare nodded before following Twilight out the door of Sugercube Corner. Spike quickly swiped an apple from the table and made his way out the door.

Sugercube Corner never felt so quiet before….so why now?

Author's Note

I'M BACK, EVERYPONY!!!

Okay just to set things straight here, this entire event all transpires right before the season 3 finale. Anything involving Twilight Sparkle becoming a Princess is completely after this.

Also, this is not just an average "Transformers go to Equestria story". THIS is Equestria's Darkest Hour, the OFFICIAL sequel to Transformers: Fall of Equestria. Although it might start off all slow at first, but trust me...everything will play into what Megatron has in store for the unsuspecting planet.

Second Chances

-CHAPTER VII: SECOND CHANCES-

3 Days before the Rise

"I'll clear us a path...I'll clear us a BIG path!"

-Barricade

INTEL: Barricade is by far the best Decepticon driver there is. His speeds outmatch Autobots and Decepticons alike, along with his mouthing off. He particularly likes taunting opponents until they start chasing him, and then leading them through hazardous areas that they don't have a chance of surviving, while he will escape without a scratch. Even Megatron has taken to tolerating his rebellious streak, perhaps due to his effectiveness, but possibly also because his scolding of the other Decepticons sometimes works in Megatron's favor.

____________________

“Wow, Optimus! I had no idea you could all manage a slipstream jump in space!” Twilight smiled like a school filly as she and Optimus Prime walked down the long corridor leading to Princess Celestia’s throne room.

After the attack on Ponyville, several Lunar Guards including Princess Luna arrived in the ruins to help the wounded. But to their great surprise, what they found were the Autobots. Taking them all back to Canterlot, Luna allowed the ponies including Spike to stay in Canterlot until Ponyville would be repaired. It was morning now and the Autobots really needed to discuss with Princess Celestia. So Optimus Prime, Grimlock, Cliffjumper, Perceptor, Bumblebee, Jazz, Ironhide, and Ratchet took this time to get to Celestia’s throne room as quickly as possible. The other Autobots were taking this time to be repaired outside of the Canterlot Castle. Needless to say, Spike and the ponies followed them…it had been a very long time since they saw their old friends.

Optimus Prime looked down to see Twilight struggling to catch up but her smile never faded. He could only nod and say, “Yes, Twilight, our race is very advanced. But I’m afraid I can’t tell you anymore until we talk with Princess Celestia.”

Twilight Sparkle’s lower lip curled up as she gave her best pouting face. Optimus couldn’t help but chuckle a little before taking his optics off the equine and onto the doors ahead.

Bumblebee looked to his bottom left and noticed Fluttershy was getting uncomfortably close to him. She looked up at him with innocent eyes and smiled.

Bumblebee smiled back, causing the Pegasus to blush.

“Um…Bumblebee,” Fluttershy began, her voice quivering uncontrollably, “…I-I just wanted to say that….well…um…Ireallymissedyou!” Fluttershy managed to squeak out before blushing even harder behind her mane. Bumblebee chuckled and ruffled up the top of her head.

“I really missed you too, Fluttershy.”

Rainbow Dash wasn’t flying like she usually did, instead she was siting calmly on Grimlock’s shoulder while her giant friend made his way behind the group. It was a long time since she saw the big guy; it just felt good to be sitting so close to him. Grimlock didn’t mind. In fact, if any other pony tried to sit on his shoulder he would push them off. But Dash was different. Dash was cooler.

Pinkie Pie hopped around Jazz’s body joyfully as the Autobot chuckled to himself. Jazz still didn’t know what Pinkie meant by ‘seeing each other again in the sequel’ when he last saw her, maybe this is what she meant.

Ironhide and Applejack just walked side by side without talking to each other. That’s why they felt so connected, sure she gave him a hug back at Ponyville but they shared that unspoken bond that true friends could have.

Rarity snored loudly as Cliffjumper carried her in his arms. He had to contain his laughter as he carried the sleeping unicorn in his grasp. She wouldn’t wake up this morning considering the lack of sleep she got last night from the attack.

The baby dragon groaned once Perceptor kept rambling on and on. Ever since the attack, the massive red Autobot had asked a barrage of questions nonstop to the five Elements. They tried their best to ignore him…where Perceptor finally got the idea that they weren’t going to answer his questions. So, for some odd reason, he asked Spike most of his questions while staying in Equestria yet again.

“Perceptor, quit annoying Spike,” Ratchet told his fellow Autobot, “He obviously doesn’t want to answer any of YOUR questions.”

Perceptor sighed, turning back towards Ratchet and saying, “Fine, but can’t I ask just one more?”

Ratchet sighed as well, nodding once.

Perceptor took that as the best answer he could get and looked down at the baby dragon.

“I obviously know that your-err sorry, the equine species can repopulate with one another, Spike,” Perceptor looked down at the baby dragon who wore the dullest expression he had ever seen. When Perceptor didn’t talk, Spike looked up at him with a raised eyebrow.

“Yeah…?” Spike motioned him to continue. Mostly to just finish what he wanted to ask.

Perceptor smiled, continuing, “Yes, well, what I really want to know for sure is…well…how do ponies create foals and colts? Is there something similar to our reproduction on our planet or is it something completely different?”

Spike looked up at the Autobot, his eyebrows held high.

“You really wanna know?” Spike questioned.

Perceptor nodded, his smile quickly fading once Spike told him to move closer to him. Perceptor knelt down as Spike whispered in what he presumed to be his ear. Perceptor’s expression changed from excited…to shocked and disgusted.

He got back up to full height, his optics wide as he scratched the back of his neck. All the while Spike was trying to contain his chuckles.

“…Well then…forget I ever asked that.” Perceptor mumbled, continuing with the group forward.

At last, they had arrived. Prime pushed the doors apart and had to bend down to allow himself to enter, the other Autobots followed close behind along with Spike and the ponies.

Princess Celestia brought her tired head up from the scroll she was reading. The Solar Goddess smiled with relief when she saw some very familiar faces.

“Princess Celestia!” Twilight screamed and ran forward to hug her mentor. Celestia returned the hug and nuzzled the top of her student’s head in affection. After the news she had heard of Ponyville, she was just so glad that her student was alive and well.

“Oh Twilight Sparkle,” Celestia smiled as Twilight returned nuzzling, “I was so worried about what happened to Ponyville. I was afraid that the guards would be too late.”

“It’s okay, Princess,” Twilight looked up at her mentor, “we’re fine….thanks to Optimus Prime and the Autobots. They saved Ponyville…or what remains of it that is.”

Celestia broke the embrace and looked up, her smile growing wider. “Speaking of which, I must know everything that has happened,” She lightly bowed her head to the Autobot leader, smiling gratefully.

“It is an honor to see you once more, Optimus Prime.” Celestia cooed.

Optimus shook his head, which brought mild confusion to the Princess. It was resolved once he began to speak.

“No. The honor is mine, Princess Celestia.” Optimus Prime stooped to one knee and bowed before the sun goddess. Seeing this, every other Autobot slowly got down and bowed as did their commander…even Grimlock.

After they rose, Optimus looked back trying to find the right Autobot to explain everything. His optics went over Bumblebee with Fluttershy by his side. They went over Grimlock with Rainbow Dash on his shoulder. They scanned Cliffjumper with Rarity finally waking up in his grasp. He caught Pinkie Pie popping her head up from Jazz’s back. Jazz gave her chin a tickle causing the pink mare to giggle all over the place. He kept moving when he saw Spike standing next to Ratchet and Applejack right by Ironhide’s side. It still wasn’t the Autobot he needed.

His optics finally landed on the right Autobot.

“Perceptor, I would like you to explain. How our times have gone by on Earth, how Megatron managed to steal Omega Supreme, how we escaped Earth to chase him down, and how we landed here.” Optimus ordered to his Autobot scientist.

Perceptor stepped forward and nervously coughed. He eyed the Princess and her student with intent when Celestia finally nodded.

“You may proceed.” Celestia smiled as Twilight deviously pulled out a scroll and quill. Her eyes looking at Perceptor as if hoping he would begin.

Perceptor cleared his throat.

“Shall we start from the beginning then? Very well, many mega-cycles ago, or months in your jurisdiction I presume, we had perfected in landing the Ark on the side of a very large mountain, concealing it from the rest of the world. Our next step was to find Energon…”

Suddenly, the doors busted open and all eyes were focused on the draconequus that calmly strutted into Princess Celestia’s throne room.

Discord wore a top hat with an elegant suit to go with that. With his monocle and cane, he pulled out a small parchment from his pocket and announced.

“Good afternoon, Celestia! News from Saddle Arabia: Discord is sexier than ever!” The spirit of chaos gloated while licking his finger and pressing it on his tail, a sizzle escaping from his mouth.

“DISCORD!!!” Optimus Prime screamed and transformed both his arms into path blasters. The Princess sat with her mouth agape as did the other mares when the small team of Autobots whipped out their guns. Grimlock growled and pulled out his massive orange blade.

The draconequus opened his eyes and his smile quickly faded. His eyes shrank to the size of bits and he quickly snapped his fingers. His suit disappeared and he wore no clothes.

After a few seconds, Discord finally realized that the weapons were pointed at him. Putting two and two together, Discord gasped and yelled, “THE AUTOBOTS ARE HERE?!?!”

Snapping his fingers again, Discord stood proudly in a cluster of armor with a giant spear and shield at his display. Putting on the golden helmet, Discord shouted while raising his spear in the air, “This is DISCORD!!!!!”

“Autobots, attack!” Optimus shouted and ran forward. The other Autobots followed orders and charged with their leader at the draconequus. Discord acted fast and charged at the towering aliens with his spear drawn forward.

Right before they could strike, a…yellow blur…flew right in front of the last Prime with her hooves extended in a defensive position.

“WAAAAIIIIT!!!”

The Autobots ran face-first into Optimus Prime’s back. Grimlock’s size pushing the entire squadron of Autobots to crumble over each other. With all the Autobots on the ground, Optimus wiped himself off and looked at Fluttershy, confusion present.

Fluttershy slowly descended to the ground where Discord was waiting. Optimus watched just as confused as the rest of his Autobots when Fluttershy pressed her hoof on Discord’s hand in a gentle and non-hurtful way.

The draconequus looked down at Fluttershy with a soft smile. Quickly snapping his fingers, Discord’s armor disappeared and he stood there defenseless. All the while the Autobots had no idea what was going on…especially Optimus.

Was Fluttershy seriously doing this?

Optimus had no idea how this was possible. The last time they saw Discord he was a rampant killing machine and now…he was soft. And….friendly? Optimus looked back and forth at both Fluttershy and Discord, trying his absolute hardest to try and figure what the scrap was going on here.

Turning around, Optimus REALLY needed to know…and now.

“Princess Celestia,” Optimus began, “what is the meaning of this?”

Clearing her throat and flying over, Celestia approached Discord with such calmness that the Autobots knew this couldn’t be happening. The little knowledge they had on Discord was that Celestia and Luna imprisoned him many years ago and that Twilight and her friends used the Elements of Harmony to stop Discord from spreading chaos throughout Equestria….twice.

Celestia trotted over to Discord with the rest of the Elements following close behind her. Discord smoked on a small pipe as Celestia explained.

“Perhaps Twilight should have told you all before you got to Canterlot,” Celestia said before sending a disapproving stare at her young pupil. The unicorn smiled sheepishly and hid behind her friends as the Princess continued, “Not so long ago, I had Twilight and her friends resurrect Discord from his stone prison so we could use his powers for good.”

Bumblebee interrupted with his assumptions rising, “No offence, your majesty, but trusting someone like Discord is about as smart as going into the Sea of Rust without any backup.” After he said that, Grimlock looked at the ground miserably while Jazz and Cliffjumper gave each other a fistbump.

Discord snorted, “Oh come on! You can obviously trust me!” He snapped his fingers and suddenly appeared behind the yellow Autobot while holding out his arms. “Trust fall?” Discord asked while smiling ear to ear.

While Celestia wanted to learn more about this ‘Sea of Rust’, she quickly had to explain as Optimus Prime began to get impatient.

“I know, Bumblebee, but I took precaution and used a magical spell to protect the Elements of Harmony incase Discord tried to hide them.” With that said, the Autobots slowly nodded their heads. Discord appeared back to where he was standing before.

Celestia continued, “Anyways, I entrusted the reforming of Discord to Fluttershy,” She pointed her hoof to the timid Pegasus who tried to shy away from the conversation, “She succeeded and actually convinced Discord that anyone, no matter how evil, needs friendship in their lives,” The Princess looked over to Discord with a slight frown present, “But we are keeping a close eye on him…just in case.”

Discord rolled his eyes. “Pain in the flank.”

“I heard that.” Celestia growled.

The draconequus smiled innocently as the Princess turned her gaze towards the Autobot leader. She approached him and spoke with her voice hopeful, “Hopefully…you understand, Optimus Prime?”

Optimus couldn’t believe his hearing processors.

What the Princess of Equestria just told him did not remind the great Prime of his last encounters here. He had watched from his injured position as Celestia battled Discord in the statue gardens, how he and Megatron joined together to stop Discord at Canterlot, and how Twilight and her friends used the Elements of Harmony to imprison Discord for all eternity.

And now they just let him go?

Sweet Primus…

Optimus’ thoughts were interrupted by a polite cough. He looked down from where he was staring to see Twilight and the others looking up at him hopefully. He bent down so they didn’t have to strain their necks when Twilight spoke.

“Optimus...my friends and I have forgiven Discord for all his past sins,” She gave a supporting smile before she retreated her gaze to the ground where she nervously tapped her hoof on the marble floor. Looking back up, Twilight smiled and said, “Hopefully you can do the same.”

The last of the Primes thought about this for a few seconds before he looked over to the draconequus. He smiled and walked over to the great Prime.

“Yes, Optimus Prime, I have a turned over a new leaf and will only use my powers for good,” He stopped a few feet from Prime’s face and held out his lion paw, “Can we…start over?”

Optimus blinked, thinking about the proposal.

He sighed and closed his optics. It sounded promising, but can he really trust the one creature who managed to kill him? The same creature he viciously beat with his hated brother by his side?

In the end, Prime’s kindness to forgive took over.

“Yes.” Optimus said, gently taking Discord’s hand and shaking it.

____________________

-2 HOURS LATER-

Outside of Canterlot, Queen Chrysalis’ elite guards, two Changelings known as Ripjaw and Slasher, snuck inside the capitol of Equestria. They hid behind statues and bushes to hopefully get their prize. The two of them were actually honored to perform this great mission. Usually they just whined about right by Chrysalis’ throne begging for food. But now they knew…it would soon be the ponies at THEIR hooves begging for food. They came to the side of the Canterlot Castle and nodded to each other.

“Shall we?” Ripjaw asked.

“Let’s.”

They both snuck in and luckily got to cover before the guards could see them. Slasher poked his deformed head out of their hiding space and sighed with relief when the guard had left. The sun in the sky filled the entire room with light, which was not very smart for the capture of the Element Bearers to progress.

“Look, another guard is coming. You know what to do.” The Changeling whispered to his comrade. Slasher nodded and waited behind their hiding spot until the guard came into view. Quickly leaping forward and hitting the guard across the head, the Changelings quickly dragged the unconscious guard across the marble floor and into the nearest closet.

Slasher stole his keys and smiled with delight.

“Let’s begin.” Slasher said and began to change. His legs swirled up in a green flame as his newest form took place of the guard he had knocked out. The Changeling looked at his comrade and nodded, “Get a new disguise and wait for me on the outside of the door.”

“Will do.” Ripjaw hissed and scurried off to find a disguise.

Slasher looked around and sighed happily. He made his way through Canterlot Castle while trying his best to act like a normal guard. Sure he received some weird looks from several other guards but that didn’t matter to him.

It wasn’t long before he found her.

“Yes.” Slasher hissed before puffing out his chest and saluting Princess Celestia’s student followed by the rest of her friends. They giggled at the guard and made their way to the rooms Celestia had told them they could stay at.

Putting his hoof down, the Changeling snuck around and waited until the other Elements had gotten into their rooms, his attention was only on the one called ‘Twilight Sparkle’. With her was a little baby dragon with a slight wobble to his steps. He needed to take out the dragon in order to get the main prize.

She never noticed the sneaking Changeling in disguise following her, her attention was on the newest notes she had taken from Perceptor’s story of the Autobot’s lives. It felt good knowing the Autobots were going to protect them once again from any type of Decepticon trying to harm their home. Princess Celestia had allowed the Autobots to stay in the Canterlot Gardens just like last time.

When Twilight and Spike finally arrived to their room, they shut the door as the Changeling pressed his ear against it.

He heard them speak. “So Twilight, you excited about all of this, because at Ponyville you seemed pretty scared?”

“Oh its fine, Spike, the Autobots are back just like we knew one day they would return!”

“But…I thought they could never come back so….that Equestria could stay peaceful or whatever.”

“Oh Spike, they didn’t really have a choice. They were forced to come back here to catch Megatron. Speaking of which, we REALLY need to watch out for him!”

“Yeah…no kiddin’….”

“…..”

“So…did you miss Optimus?”

“…Spike….they came to our world with having no idea on how to survive. We helped them and they helped us by protecting us from the Decepticons. Discord came back and Optimus STILL defeated him after coming back from the dead. They said they would never return and left our world. And you know what, Spike….yeah….I missed him.”

Slasher hissed quietly, “Ugh, I’ve had it with this.” He backed away and planted three heavy knocks on the door. He was greeted by that small purple dragon.

“Yeah?” The dragon asked.

The Changeling smiled and cleared his throat, he really needed to act like a normal guard, and thanks to his very high voice it would make it very hard to believe. So in order for this to work, he made his voice deeper to conceal himself.

“May I come in?” The Changeling in disguise asked. The dragon nodded and let the guard through. When he walked inside he noticed the purple unicorn was sitting on the bed reading the little parchment of paper. Her eyes wondered until they fell on the guard in her temporary room.

“Oh, I’m sorry,” the unicorn apologized and jumped off the bed, “Can I help you?”

Slasher tried his hardest to hold back a snickering smile as he said, “The Princess had told me that something was wrong in your….humble abode.”

Twilight looked around and asked, “What’s wrong with it? I don’t see anything.”

The Changeling pointed towards the bathroom and said, “It’s in there. Take a look for yourself.”

The unicorn thought about it for a second before her curiosity took the best of her. She trotted inside the bathroom and looked around for a brief moment. The Changeling had to act fast if he was to succeed and please his Queen. He looked over to the baby dragon and tapped his shoulder.

“Look! There’s a bit on the ground!” The guard pointed down.

“No way!” Spike yelled with his head bent down.

Suddenly, the Changeling smacked the dragon across the head so hard that he collapsed in less than a second. Slasher dragged the unconscious body of the baby dragon and stuffed him under the bed so Twilight wouldn’t know.

“One down…” The Changeling muttered before that familiar voice came from behind.

“Ummm…where’s Spike?” Twilight asked as she walked out of the bathroom. The guard backed away from the bed and stared at Twilight, his eyes hungry and his smile growing. Twilight took a step back as the guard took a step forward. “What are you doing?”

“I’ve waited a long time for this.” The guard growled as he approached the now shivering unicorn.

“What do you m-mean?” Twilight asked with her eyes wide and her body shivering as the guard didn’t stop moving closer and closer to her. It wasn’t long before her rump hit the side of the wall stopping her from moving away anymore.

The Changeling was mere inches away from her face as Twilight’s breathing began to increase. He spoke in a high whisper, “Calm down…this will only take a second.”

As quick as he finished that sentence, Slasher whipped out his hoof and stuffed a piece of cloth right in Twilight’s snout. Twilight’s eyes bugged out of her head as she screamed words such as ‘no’ and ‘stop’. But due to the chloroform on the cloth, Twilight’s breathing slowed down and her eyelids fell.

The guard put away the cloth and watched as the violet unicorn fell on the ground….completely knocked out. The Changeling chuckled to himself and prepared to lift the unconscious body, until he heard the door open.

Slasher spun around and quickly tried to hide Twilight’s body, but to his great relief, it was just his comrade…without a disguise.

“Do you have her?” Ripjaw asked while scanning the room.

Slasher smiled and backed away to show him his prize. They both giggled to themselves before the exposed one spoke out.

“You got the keys? Because the other doors are locked.”

“I got ’em.” The Changeling said whipping out the keys to each room of the Element Bearers. He turned his head towards the unicorn and smiled, “One down….five to go.”

____________________

“Optimus! OPTIMUS!!!”

Optimus Prime awoke from his rest in the Canterlot Gardens and transformed. When his head popped out, he looked down to notice it was Spike who had awakened him. His breathing was radical and his eyes were filled with fear. Judging from the time of day, it was about sunset which gave a nice orange glow all around.

But Optimus didn’t feel like this was a nice welcome by Spike. He clenched his fist and asked, “Yes, Spike, what is it?!”

Spike managed to stammer out, “T-Twilight, Rainbow Dash, Applejack, Pinkie Pie, Rarity, and Fluttershy! They’re all gone! This guard came into our room and….well…I don’t really remember…but my head hurts. Anyways, when I woke up, Twilight was gone and Canterlot’s been put in danger!”

Optimus’ optics only grew wider when Spike said, “Princess Celestia wanted to talk to you! She said it was REALLY important!”

Standing back to full height, Optimus looked around until he found them.

“Cliffjumper, Jazz, front and center!”

____________________

Princess Celestia’s heartbeat could be felt in her throat. Her fear only grew by the second as the sun continued to set. She didn’t want it to….and she could stop it, but that would be selfish of her. To ruin the natural movement of the sun while six ponies were missing.

But these were the ELEMENT BEARERS! The six equines that could control the Elements of Harmony. Without them, there was nopony who could use them to save Equestria in its most dire time of need.

Not only that but….her student was missing.

The only foal she ever cared for and taught….was gone…captured by Changelings and taken to the Badlands. Before she could let a tear fall from her eye, the door behind her.

Celestia took her eyes off the sunset and onto the Autobot leader and Spike entering the room. Spike had to run to keep up with Optimus’ fast paces. It wasn’t long before Optimus Prime stood by Celestia’s side and watched the sunset with her; Spike joined them and sat on the ground while breathing heavily.

Optimus turned his head towards the Princess and asked, “Spike told me what happened. But I truly must ask who took them and where.”

The Princess of the sun looked up at the Autobot leader and sighed, “Changelings. The Changelings snuck into Canterlot in mid-day and took my student...and her friends.”

“Who are these ‘Changelings’?” Optimus asked as he moved closer to the Princess.

Princess Celestia held back a choking sob and explained, “The Changelings are a group of insect-like creatures who reside in the Badlands. They…they have been growing in numbers and only recently tried to take over Canterlot with an attack led by their leader: Queen Chrysalis. It failed and they were all sent to the Badlands thanks to Princess Cadence and Shining Armor. But if they have captured my student and her friends….then….then….then they truly are planning something big,” Celestia suddenly levitated a small note she had received from her guards and read it out loud.

“My guards gave me this note; they said it was from the Changelings after they captured Pinkie Pie. Here is what it says…” Celestia cleared her throat and began.

“If you ever want to see your precious Element Bearers ever again, then come and get them. We will be waiting for you in the Badlands. Bring your strongest warriors if you must….you will still never defeat us now. The ponies are in the heart of the Changeling Hives…come and get them.”

Celestia sighed with defeat and placed the note on the ground. Her eyes quickly burned as she felt tears slipping from them. Optimus caught this and bent down; he placed his mighty hand on her head and gently stroked her flowing mane.

Celestia wiped her nose and managed to say, “T-They took my student, Optimus Prime. She means so much to me and…I can’t even bear to imagine what they’re going to do to her and her friends,” She frowned and continued, “I asked if Discord could go to the Badlands and save them but he said and I quote, ‘Maybe next weekend when I’m totally not busy.’ And he told me this while sunbathing in the Canterlot Gardens. It’s useless with that draconequus.”

Optimus heard more sniffling and turned his head to see Spike with his head in his arms and his body curled into a ball. His crying had been getting louder with each second going by. Optimus anger quickly rose, and anger held for these 'Changelings'…but he was taught how to control it.

“You do not need to worry about a thing, your highness,” Optimus said and stood back up, “Jazz and Cliffjumper are searching for them now….and when they find them…Grimlock and his team will recover them. They will succeed, I give you my word.”

They three of them stood in silence and simply stared at the sunset. The stars began to grow brighter in the sky and the moon became visible. The last bit of sunlight faded behind the mountains and only darkness covered Canterlot.

"You have my full trust, Optimus Prime."

Author's Note

Sorry if this chapter felt a bit rushed.

Belly of the Beast

-CHAPTER XX: BELLY OF THE BEAST-

“My scans indicate that…wait…is anyone even listening to me?”

-Thundercracker

INTEL: A scientist by nature, with a more upper-class air, Thundercracker stands out among his fellow Decepticons in being a fairly calm and level-headed fellow. He believes in the cause, even if he's not enthusiastic about certain of Megatron's methods. Lacking the endless ambition of Starscream and the cruel thug-like acts of Skywarp, he displays little malice towards his enemies and takes no joy from battle. For Thundercracker, conflict is simply applied physics and chemistry, nothing more than the redirection of forces and energy towards the desired target...his foes.

____________________

SIGNAL STRENGTH MALFUNCTIONED

INFECTION GROWING

-UNKNOWN-

Megatron’s red optics finally lit up in the darkness that surrounded him.

Darting his head from side to side, Megatron was baffled to know where he truly was. It seemed to be an endless void of darkness. Looking at his feet, Megatron saw only a dark ground paved around him. It was very odd…

Taking a short step forward, Megatron slowly began to walk down that long and lonesome road with absolutely no clue as to where he was or what he was doing. He stopped. Taking this time to figure things out, Megatron thought back as to what happened before he blacked out and entered this limbo.

He was fighting Prime in that Crystal Castle of some sorts, that creature known as “King Sombra” had attacked him and his hated nemesis, then…nothing… Megatron couldn’t seem to remember what happened after Sombra fired a deadly red beam straight into his-

Roaring fiercely, Megatron pointed at absolutely nothing and screamed, it took almost his entire willpower to do this since his mouth almost felt clamped.

‘Where are you, Sombra?! Come out here and meet your demise!!!’ Megatron bellowed to the darkness above him. Shortly after waiting a few seconds, an even deeper voice than his arrived.

‘HAHAHAHAHA!!! OHHHH…YOU MIGHT BE EVEN MORE FUN THAN I EVER IMAGINED! WELL, YOU WANT TO SEE ME, MY LORD? BUT SADLY…WE HAVE TO TAP INTO THAT LITTLE MIND OF YOURS FOR A QUICK PEEK.’

Hunching forward, Megatron nearly screamed in agony when a dark presence entered his already black spark and soon into his mind. He had felt the effects of Dark Energon on his very being once before…but this…this felt worse. Megatron could control Dark Energon…he couldn’t control whatever Sombra was doing to him.

After several more painful seconds, and even more grunts of frustration from Sombra, Megatron clutched his head in pain when the migraine began to pulse through his forehead. Several memories flashed through Megatron’s optics in split seconds, he saw his rule of Kaon once he was crowned, he saw himself infecting Cybertron’s core, and he even witnessed his battle with Prime on the Ark as it tumbled into that unforgiving space portal.

The dark presence was gone…with only dark chuckles coming from above Megatron’s body.

‘HAHAHA! IT MIGHT’VE TAKEN A QUITE A BIT OF SEARCHING, BUT I HAVE FOUND IT. YOUR WORST FEARS MADE A REALITY.’

Standing back up, Megatron scoffed into the air and shouted, ‘You’re an even bigger fool than I ever imagined! I fear nothing, Sombra! I am Megatron, the leader of the feared Decepticons, how can I ever be afraid?’

Sombra merely chuckled again and answered in an even colder tone, ‘WELL…WHAT DO YOU MAKE OF THIS, THEN?’

That same piercing howl caused Megaton to clutch his hearing processors. Once the howl died down, Megatron opened his optics to witness the skies turning from black to a multitude of colors, all red, orange, yellow, and gray.

Screaming soon reached him, causing the Decepticon leader to turn around to truly see what Sombra was planning for him. It was too sudden. Megatron ducked down when an Autobot ship flew right towards and crashed but not a few feet away.

‘How is this possible?’ Megatron uttered, staring completely frozen as his Decepticons rampaged throughout Autobot City, also known as Decagon Plaza. They were doing such an amazing job, his Decepticons tore apart those wretched Autobot trying to break through their lines. Megatron laughed at this. If this is what Sombra was trying to use to defeat him, it was a very weak tactic.

‘Autobots, roll out!’

‘What? WHAT?!?!’ Megatron screamed, optics landing on none other than a vision of Optimus and his fellow Autobots. They pushed forward and eventually tore through Megatron’s fleet with Ironhide coming to Prime’s aid. Megatron scowled in hatred while punching his own palm, Optimus always had a way of foiling his plans.

Sombra’s laughter returned, forcing Megatron to lift up his head at the direction of the laugh.

‘MY, MY, MY,’ Sombra chuckled, ‘THE THOUGHT OF LOSING TO OPTIMUS PRIME REALLY TEARS YOU UP INSIDE, DOESN’T IT? TO KNOW THAT YOUR ARMIES ARE BEING DECIMATED BY YOUR MOST HATED BROTHER FEELS YOU WITH FEAR, DOESN’T IT?’

Once again, Megatron merely scoffed and shouted, ‘Is that the best you could muster out?! My soldiers are replaceable! Do you think I really care if a few million of them die?’

A long silence was imminent when Sombra began to speak again.

‘HMMM…YOU REALLY ARE HEARTLESS. NO MATTER, THAT WAS ONLY A PINT OF YOUR TRUE FEARS THAT LIE AHEAD, MY LORD.’

The visions of Decagon Plaza vanished into darkness that filled the massive void. All that remained was the Decepticon leader and Sombra’s laughter.

‘What’s so funny?!’ Megatron scowled, his head darting back and forth to locate where King Sombra was.

After a few seconds, the laughter died down and Sombra spoke, ‘JUST HOW MANY AUTOBOTS HAVE YOU KILLED OVER THE YEARS? HOW MANY INNOCENT LIVES HAVE PERISHED DUE TO YOUR WILL AND LUST FOR POWER?’

Megatron clenched his fists and screamed, ‘Why do you keep asking me these questions?! You went into my mind, seen all of my precious memories of endless warfare, so YOU should know how I felt about that!!!’

‘BUT I’M NOT THE ONE ASKING YOU, I’M THE ONE SHOWING YOU…’

Another ripple of light forced Megatron to stare straight ahead as the darkness shifted into another scene. This one wasn’t moving and just appeared to be a flat picture. It was still terrifying to see.

The picture portrayed several dying Autobots on a burning landscape, screams of pain echoing from all directions. All around Megatron, nothing but rising flames and dying screams covered the darkness. And once again, Megatron only laughed.

Crossing his arms, Megatron let loose a few more chuckles before saying, ‘That’s all?! The Autobots deserve no less than the oblivion they have come to know as the supreme Decepticons! Not even the death of Cybertron could stop me from conquering the planet in MY NAME!!!’

Megatron expected Sombra to give up on these worthless mind games, they obviously weren’t succeeding. But to his surprise, and growing anger, Sombra chuckled again.

‘HOW CAN YOU DEAL WITH THE DEATH OF YOUR HOME?’

The sky shifted again. The fires died down and the screams of dying Autobots vanished. What happened next amazed the Decepticon leader. The darkness remained but several thousand twinkling stars dotted across the sky, giving a soft light on Megatron’s armor.

Not knowing what he was looking at, Megatron lowered his gaze until he found it.

A smaller version of his home planet.

This scale replica of Cybertron was detailed so perfectly. The lights and plains were dead-on while the skyscrapers stood out on the planet. This fake Cybertron looked exactly like the original, except that it was only a bit large than Megatron himself.

Megatron continued to stare at his glorious home planet, if this is what Sombra thought was terrifying, he obviously hadn’t known Mega-

Something happened…

Something….terrible.

A bright red light appeared in the center of robotic planet, several red cracks grew on the surface of the planet. Megatron began to back away. Cybertron began to shutter, the dark red core started glowing and soon enough…the planet itself exploded, sending small pieces of planetary substance that hit Megatron’s body.

Megatron shielded his face from the flying debris, immediately smacking his arms away and growling in anger. His optics were wider than expected as he just witnessed Cybertron die right before him.

‘HAHAHAHA!!! WHAT IS THAT I AM SENSING IN YOU?! THE FEELING OF FEAR! FEAR OF LOSING YOUR HOME WORLD AND ALL OF THOSE WHO RESIDED ON IT!’

The leader of the Decepticons yelled in frustration, punching his fists and growling, ‘Enjoy your little mind games a bit longer, they will not last!’

While Sombra’s laughter died down, Megatron looked ahead to see a path being made for him. The darkness around the path seemed to be receding from the area.

‘ONLY FEAR LIES AHEAD.’

‘We shall see…’ Megatron growled as he slowly made his way down the long pathway into nothingness. How was this terrifying? It was just a walk…down a dark, creepy, and lonesome path…unknown to what Sombra had in store for him.

If King Sombra had gotten into his memories, his precious thoughts and keepsakes over thousands of eons, then he might have something that could rival even Megatron.

Continuing his journey, Megatron stopped for a brief second, he thought his optics had caught something flying the darkness…must’ve been nothing. Moving forward, an Energon-chilling scream echoed throughout the void, causing Megatron to look around in shock.

Suddenly, several soft voices began to play and torture the great Decepticon leader. Megatron tried his best to ignore the demons King Sombra had put to work to intimidate him.

‘You’re going to kill us all!’

‘Dark Energon?! You’re a bigger fool than you look, Megatron!’

‘I’ve seen the horrors of Dark Energon, Megatron! It is not to be trifled with!’

‘I won’t allow you to hurt my brother!’

‘It’s Megatron!’

‘He’s back…how did he come back?!’

‘Your war is destroying the planet you want to save!’

‘We can do this together.’

‘Help us, Megatron!’

‘What’s the brilliant plan now?’

‘Let’s finish this!’

‘You killed Cybertron.’

‘Murderer!’

Shaking away the unwanted voices, Megatron almost flinched when that same terrible scream resounded in the air. The voices stopped…as did the Decepticon leader.

Megatron couldn’t believe what he was looking at, another mind game from Sombra of course, but…this felt so real. In the middle of his path, Megatron watched as an image of himself jammed his fist into Zeta Prime’s chest. Megatron’s clone disappeared…leaving the fallen Prime on his back.

‘Pathetic…you’re just bringing back my victory over the weakest Prime I had ever encountered.’ Megatron scowled, in hopes of Sombra listening. But strangely…King Sombra did not respond…and Zeta Prime’s body began to move.

‘What is this abomination?!’ Megatron shouted, taking several steps back as the body of the fallen Prime began to rise above the ground. Floating in mid-air, Zeta Prime turned to face the great Decepticon leader, his once blue optics turned to black.

When Zeta Prime’s ghost began to speak, it sent chills down even Megatron’s exoskeleton. It sounded like a mixture between Zeta Prime and a nail scratching against rusting metal.

‘Do you see the terrors you have caused over the years, Megatron?’ Zeta’s ghost ask, ‘All the Autobots you have vanquished, but not just them, innocent lives as well, the dead of Cybertron don’t take kindly for their final resting place to become nothing but a dead rock in space.’

To Megatron’s surprise, the ground around Zeta’s floating body broke apart and long robotic arms busted out. Megatron backed away when several undead Autobots rose from the ground, Energon leaking out of several wounds and gashes across their bodies.

‘No…’ Megatron stammered, taking several more steps back as the dead slowly approached him. Zeta Prime continued with his floating body moving closer to the Decepticon.

‘Once we found your worst fear, it was almost tantalizing to know that you do not fear losing precious Decepticon brethren, you do not feel afraid when your home world dies, but you do fear….’

‘S-stay back!’ Megatron shouted, whipping out his riot cannon just as the undead Autobots surrounded him in mere seconds. The Decepticon looked up one last time at the fallen Prime; Zeta looked at him and flashed a chilling smile. Black droplets of darkness fell from his empty optics.

‘What you fear most….is death itself.’

The dead sprang forward and latched themselves onto Megatron’s body. The Decepticon leader shook them off furiously and fired random shots from his cannon to possibly hit the undead vermin slowly overtaking him. It was hopeless.

Megatron twisted and lashed out against the undead biting his armor and chewing away at his helmet. He couldn’t hold them all back and fell down, head facing upwards while the dead of Cybertron overcame his vision.

Megatron looked up one last time to see Zeta Prime’s body hovering above him, a long spear held in his right hand.

‘Stop! NO!’

Zeta Prime reared back, lifted up the spear, and jammed it directly in Megatron’s chest. The Decepticon leader howled in agony as he lifted up his hand in the air, in hopes if one of his fellow Decepticons would come to his aid…..nothing could save him now.

Just as an added pleasure to Sombra, Megatron watched in utter terror as a vision of the Autobot titan, Metroplex, appeared behind Zeta Prime, easily towering over all of them. He screamed in a mixture of shock and agony. The pain he had suffered from that colossus had destroyed his very spark back on Cybertron. It was a horrifying image. Those piercing red optics stared down the Decepticon leader in his most desperate hour of need, that wretched Autobot symbol on its chest glowed as red as the fires that destroyed Cybertron. Zeta Prime dug his spear in deeper to make sure Megatron wouldn’t escape. If the spear and the dead feasting on his body weren’t enough to kill him…this certainly would.

Metroplex lifted up his massive fist above his head.

‘NOOOOOOOOOOOOOOOOO!!!!!!!’ Megatron screamed as Metroplex brought his fist down right on top of him, crushing everything it enveloped.

‘YES…YEEEEESSSSS! I FEEL IT!!! YOUR FEARS ARE GROWING SO MUCH STRONGER NOW! IT GIVES ME GREAT HONOR TO BREAK THE GREAT LEADER OF THE DECEPTICONS! YOU ARE MINE NOW…MEGATRON ….MY NEWEST SLAVE.’

____________________

Light.

Light finally returned to the draggy pony’s head as did the rest of her senses.

Applejack felt the hard crystal ground on her tummy, indicating she had passed out on her stomach. Upon further realization, Applejack opened her eyes and looked around to see the rest of her friends all lying down…possibly unconscious.

A powerful soreness suddenly sprang to her forehead, causing the farm pony to lift up her hoof and rub the spot in pain. Hearing the crystal shards clang under her hat, Applejack suddenly remembered all that had happened.

That giant…tentacle…came out of nowhere and crashed straight through the window right when she had passed out. The sudden explosion may have caused that.

“Ugh…is everybody alright?” A familiar voice called out.

“Yeah…I’m fine. What about the-?”

“Quickly, there over here! Oh scrap! They’re out cold!”

Applejack moved her head to the right slightly to see a blurry version of both Jazz and Cliffjumper trying to wake up Twilight and Fluttershy. Suddenly, a dull sight filled her vision as the blue visor bent down closer to her face.

“You guys, Applejack’s awake!” The Autobot yelled with slight relief.

Turning her head over, she was about to set it back down when the drowsiness began to take over again. Instead, she felt a giant hand slowly grab her underbody and lift her up.

“Come on now, girl, you can get up.” The Autobot smiled down at her.

Finally getting to her hooves, Applejack shook away the weariness and looked up to her savior. Giving a thankful nod, Applejack smiled and said, “Thank ya, Swoop.”

Again, shaking her head to get out all the drowsiness, Applejack looked around to see the rest of her friends finally waking up with help from Jazz and Cliffjumper. A slight chill caused the orange-colored mare to quiver and turn towards the draft.

She quietly gasped to see a massive hole replacing the wall.

From their height in the air, a cold chill was obviously expected, especially in the Arctic North. Now that the shield was broken, Applejack could clearly see the snow falling from the sky and enter the empire. What could have been so powerful as to cause a hole this massive…along with destroying a Decepticon ship?

“Oh mah stars…” Applejack breathed and continued to stare wide eyed out in the open. A sudden soft chatter brought her head back to the group.

Nosing her way passed her friends, Applejack took quick notice to Rarity complaining…yet again. After Bumblebee helped Rarity back to her hooves, she gave a polite thank you and immediately turned towards Jazz, who she presumed to be the leader of the group.

Clearing her throat politely, Rarity began, “Pardon my foul language but…WHAT THE BUCK WAS THAT?!?!”

Cliffjumper stared at her with his optics wide, he never expected Rarity to be acting this way. But…war does have a way with changing people…or ponies. Taking a step back, obviously surprised, Jazz nervously kicked the nearest broken crystal and said, “What you saw was a tow cable.”

“That was a tow cable?!” Pinkie gasped, “That thing was HUUUUGE!!!”

Gently nudging Pinkie Pie, Twilight stepped forward and quickly explained, “What Pinkie is trying to say is that we’ve never really seen a tow cable that large. It almost looked like it was controlling itself.”

Cringing in thought, Cliffjumper looked towards the violet unicorn and said, “Yeah…that’s because they can.”

Curious, Twilight tilted her head and said the only thing that came to mind…

“Huh?”

Cliffjumper chuckled a bit, Twilight was so cute in a nerdy kind of way. Right before he was about to explain to her how these tow cables worked, a high pitched scream came from behind them.

The Autobots spun around, the ponies quickly trotted under their legs to see Fluttershy shaking uncontrollably at the open hole in the wall. When they came to her side, the five mares had their attention on her while Jazz and the others lifted their heads out into the open air, gasping in unison.

“Fluttershy, darling what’s wrong?” Rarity asked as she stroked Fluttershy’s messy mane, trying her hardest to make all her friends more presentable just in case they ran into Princess Cadance again. The Pegasus only mumbled something inaudible.

“Can ya say that again?” Rainbow asked with her head in lower.

Again, only mumbles escaped her lips.

“Didn’t quite catch that.” Applejack frowned and leaned in.

Taking a deep breath, Fluttershy pointed her hoof out into the open and-

“Everybody, inside! NOW!” Jazz screamed and immediately backed away from the hole. Fluttershy sighed with relief, she didn’t have the courage to say it anyway.

“What’s going on?!” Twilight practically screamed back, nearly trampling over her friends to get a peek outside the large hole on the side of the building. What she saw nearly caused her to leap out of her skin.

The Nemesis hovering menacingly above them.

She actually got a good view of the massive flagship. The sinister craft hovered above their heads, even higher than the skyscraper. The six mares only got a good view of the underbelly of the ship. It was jet black in color, with several purple lights scattered across the hull. The design for the ship exemplifies the essence of the Decepticons: its ominous, dangerous appearance emanates a sense of forbidding and evil. Its deep purple glow hints at the iconic Decepticon insignia on the side of the ship, but most importantly, the Nemesis possessed sharp points and razor edges. It obviously didn’t appear safe, like it somepony was brave enough to touch it, they would probably get cut on its surface.

The sense of forbidding dread the ponies perceived when they witnessed the Nemesis hovering above them changed into shocked terror after the Decepticon vessel fired its sinuous, serpentine tow cables directly towards them.

Scrambling back inside, the five mares gasped when Twilight didn’t move, her body frozen in shock and wonder. Twilight looked off the edge of the massive skyscraper, her eyes hard focused on the tow cables as they impaled the side of the building with intense speeds. A massive tremor rocked throughout the building, causing everybody inside to shake.

Without warning, another set of tow cables launched out of the Nemesis and hit the floor directly below Twilight. After the tremor had passed, Twilight had lost her balance, falling right off the edge.

“TWILIGHT!!!!!”

The unicorn screamed as her fate was sealed.

____________________

Decepticon Leapers never had this much fun.

Most of the time, they were usually sent around to scavenge extra pieces of Energon cubes around Cybertron’s wastelands to take back to base. But today was different. This was the day that the Decepticons would finally save their home world. The day that Equestria falls and Cybertron rises.

The Decepticon Leaper could already taste that sweet Energon flowing down his throat. With this planet’s rich source of energy, the newly enhanced Energon would be as smooth as a protoform’s bottom.

But they stopped moving on their rampage down the city…when several feminine screams reached their hearing processors.

Lifting up their heads, the Leapers located a large skyscraper of some sorts. From that, they knew the girly screams definitely came from above them…and from the building.

“Ya hear that?” One of them asked, “I’ve never heard an Autobot make that kinda noise.”

The others nodded in agreement, obviously too stupid to think of a better explanation. One of them stepped forward, lifted up his fist and shouted, “Ya know what, I bet those target ponies are up there just waitin’ to get squashed!”

“Those girly ponies do scream like that,” One of them ventured, “I say we go for it!”

The leader of the group raised his fist and screamed, “Everyone who votes to attack the skyscraper say Aye!”

“AYE!” They all screamed in unison.

Spinning around, the leader of the group faced the skyscraper, bent his legs, and leaped upwards with his boosters giving him some extra support. The large group of Leapers followed close behind him, their bodies penetrating the skyscraper in a few seconds flat.

They didn’t even take the time to notice the Nemesis hovering close by.

____________________

Maybe her fate didn’t revolve around this moment.

Before she knew it, Twilight stopped falling, causing her to slowly open her eyes. She saw her hind legs dangling below her along with the streets of the Crystal Empire barely in range. Her hoof felt tight forcing Twilight to see her savior.

Cliffjumper held onto the sides of the hole as he gripped Twilight’s hoof tighter and tighter, not even daring to loosen his grip and let her fall. Opening his optics, Cliffjumper clearly saw the fear on her face and holstered her up with all his strength.

“Don’t worry, Twi,” Cliffjumper grunted, “I gotcha!” He finally pulled her out of the cold open air and into the crumbling remains of the crystal skyscraper.

Once inside, Cliffjumper dropped the unicorn near the rest of her friends where they all shared a quick group hug. A sudden scream brought them back to the real world.

Looking around frantically, Jazz knew that the Nemesis was going to tear this building apart from its immense power. He had only one thing in mind. Whipping out his scatter blaster shotgun, Jazz pointed towards the stairs and yelled, “We gotta get outta here now! The entire building’s gonna fall!”

Another explosion brought their heads back to where they saw, to their horror, a large tow cable squirming inside the skyscraper. The ponies’ screams caused the cable to stop moving and face them.

Opening up, the tow cable launched right for the ponies, a perfect kill.

“NO!” Jazz screamed, firing his grapple hook at the tow cable and yanking hard. The massive cable broke contact, squirming furiously inside the building causing a massive amount of damage. The mares backed away from the serpentine beast, their backs hitting the wall.

Jazz continued to struggle even more of the power this tow cable had; it wouldn’t be long before his grip on it shattered. Turning towards his group, Jazz shouted over continued struggles, “Get the ponies out of here! The tow cable’s not gonna stop until it knows they’re dead!”

“I got it!” Bumblebee screamed, quickly jumping in front of the ponies and holding out his arms. They stared at him for a few seconds, still frozen in place with that snake-like beast slashing behind Bee. Bumblebee’s optics softened as did his voice, “I promise nothing’s gonna hurt you. We have to go now.”

It only took a quick second before Fluttershy flew into his right arm, crying softly into his chest. Applejack looked back her friends, their expressions anything but calm. Jumping forward, Applejack landed perfectly in Bee’s left arm. Standing up, Bumblebee held the two mares close in a protective embrace.

“Who’s going to carry me?” Rarity whined.

As quickly as she asked that, Cliffjumper appeared and held out his arms. Taking kindly to Cliffjumper especially, Rarity stumbled into his grasp as the Autobot held her close to his chest.

“ME NEXT!” Pinkie screamed, practically leaping into Cliffjumper’s other arm. With both mares safely secured, it was time for the final two.

Cliffjumper and Bumblebee turned back, their optics frowning at the three Dinobots who refused to move. Even the four mares clutching their savior’s arms looked up at the Dinobots. Exchanging nervous glances, another ripple of power erupted through the building, eventually letting them reach a decision.

“Okay, I’ll do it!” Snarl groaned, not really keen to holding two ponies in his deadly grasp. He was pretty sure whoever stayed with him was going to die.

Once he got in front of them, Snarl held out his arms for the ponies to hold on to.

“I don’t wanna be carried!” Rainbow Dash screamed over the explosions, her mounting frustration growing when the building continued to rumble.

Snarl groaned and shouted back, “Does it look like I want to carry you?!” Rainbow Dash could obviously see that Snarl wasn’t happy about this as much as she was, probably even angrier than she was.

Sighing, Rainbow Dash nodded and huffed irritably, “Fine…but be careful!”

“No promises.” Snarl quietly stated, watching the Pegasus climb into his arms. Once she was secured, Snarl lowered his other massive hand and watched as Twilight Sparkle gently stumbled upon it. Tightening his grip around them, Snarl felt as Twilight pressed her hooves against his chest and clung on for dear life.

Maybe he did have to make a promise to them after all…so they wouldn’t get hurt.

With the Elements of Harmony safe in the arms of three of the most powerful Autobots who ever lived, Slug and Swoop pointed down the long stairway while Jazz finally released his grappling hook from the slithering beast.

“Let’s go while we have the chance!” Jazz screamed, firing his grapple hook towards the exit. He was immediately flung forward where he entered the stairway. Swoop and Slug escaped the top floor with Snarl, Bumblebee, and Cliffjumper right behind them.

Bumblebee was the last one to escape, with Fluttershy trembling once she saw that tow cable trying to attack them. But Bee was faster and made into the darkness right before the cable could take him and his little ponies out.

The race for survival had begun.

____________________

The only word that ran through Twilight’s mind was fear.

It was all around her, everything seemed to have turned into a hellish nightmare with no end. She held onto Snarl’s chest tighter, trying her hardest to imagine it was a shield to protect her from the terror. Explosions were constant as the skyscraper continued to tremble as more and more tow cables destroyed the outsides.

Twilight feared for her life as Snarl ran down the stairs, eventually causing them to shake from the massive weight these Autobots had. She just prayed that the stairs didn’t give out while they were still at a high level.

She looked over to Rainbow Dash who bore an expression similar to the one she was feeling in her gut. Twilight could only stare at her cyan friend, the Pegasus didn’t move a muscle as she held onto Snarl’s arm.

Continued explosions rocked the skyscraper while Twilight forced her eyes to stay open, just to make sure they were going to make it out of this place alive.

But what happened next…just lowered their chances.

The skylight broke apart, causing the group to look up to see what had entered. They had fully expected to see another tow cable to smash its way in here, but they were even more shocked to see a Decepticon Leaper land right next to them.

The Leaper stood in front of the group, not letting Jazz to continue forward. Chuckling at the pitiful sight of the Autobots carrying ponies, the Leaper shouted, “You Autobots disgust me! Actually helping these pathetic excuses for life proves that none of you deserve to-GACK!”

A large tow cable busted right through the wall and impaled the Leaper.

Jazz stared straight ahead as the tow cable suddenly brought itself out with the Leaper still stuck onto it. Once the tow cable had exited the building, Jazz stuck his head out and gasped in awe.

Several Decepticon Leapers fell from the sky and tried to penetrate the skyscraper, the one they saw was probably the luckiest one because the others didn’t even make it. The other Leapers were taken out by missiles in mid-air, their body parts slowly falling to the ground.

Part of Jazz wondered who would be helping them, the other part just wanted him to hurry the scrap up!

“Okay….let’s keep goin’!” Jazz shouted, continued to race down the steps until he reached another floor. He turned around to see the rest of the Autobots make it inside with the ponies safely secured.

This room wasn’t any larger than the others, but still big enough to fit six Autobots and six ponies. Trying to locate the next fleet of stairs, Jazz ran to the middle of the room with the others following, his smile of relief finally grew back when he had found it.

“The stairs are this way,” Jazz explained, “Hurry so we can get out of this fallin’-!”

It was almost too fast.

The building shook relentlessly, actual causing the Autobots to loosen their grips and let the ponies break free from their grasp. The Autobots continued to tumble all across the floor with the mares following them.

Bumblebee grabbed onto a large crystal-like pole on the side of the wall, his optics finally locating the large wall at the end of the room. What he saw….

“By the Matrix…” Bumblebee gasped at the Nemesis hovering above.

____________________

The Nemesis had successfully launched a large number of sinuous tow cables to the already breaking building. They terminated the outer walls with ease, and even did some heavy damage on the inner support of the skyscraper. It wouldn’t be long now.

Suddenly, the Decepticon vessel located a massive quantity of Leapers heading straight for the building. It couldn’t allow these soldiers to take out the Autobots…especially the ponies. It wanted them personally.

Firing a barrage of endless missiles, the Leapers disintegrated right in front of the Nemesis’ bridge….allowing the ship to reign over the skies.

Its anger was growing, no one controls it now. The Nemesis straightened its tow cables until it had heard a loud CRACK! The tow cables had down their duty…the skyscraper was beginning to collapse. Those Autobots and ponies won’t now what’ll hit him before it’s too late.

Backing away from the collapsing skyscraper, the Nemesis chuckled from the inside.

____________________

Any type of fear before was forgotten.

This new type of fear…this fear that everypony felt intensified to a level they had never believed was possible. Twilight and her friends had only felt like this so many times before, fighting for their lives on Cybertron, stopping Discord’s second reign, and now…the final battle of the Autobot/Decepticon civil war.

For the skyscraper was tipping.

They tried to find a wedge somewhere on the ground, but nothing was found, not even a sharp crystal pointing out of the ground. It wasn’t long before the building began to tip which caused the six mares to slide across the floor and closer to the hole in the wall.

Rarity screeched, her hooves smacking on the crystal floor to try and grab onto something as she slowly slid to the open hole. Rainbow Dash, who happened to be flapping her wings to stay from sliding, shot a glance towards Rarity and gasped.

“I’m comin’, Rarity!” Dash screamed and zoomed towards her elegant friend. Quickly scooping her up, Rarity sighed with relief and looked up to her cyan friend.

“Thank you, dar-“

She never got to finish when a large crystal block hit Rainbow Dash in the back of the head.

Rainbow’s eyes shifted to an abnormal state. One of them facing upwards while the other faced the floor. Her wings gave out and before they both knew it the two mares were sliding towards the exit. Rarity screamed and flung her hooves in the air uselessly as they both slid closer and closer to their doom.

With Rainbow Dash unconscious, Applejack had already scooted over far enough to where she missed the hole and instead hit the side of the wall. She looked up to see both of her friends slowly sliding to the hole.

“Ah gotcha!” Applejack screamed and grabbed Rainbow’s tail with her mouth. Yanking back, Applejack pulled Rainbow’s body to safety and quickly grabbed onto Rarity.

“OW! You’re pulling on my mane!” Rarity cried, her hooves smacking all over the ground around her. Applejack struggled against Rarity’s continued slaps across the ground; she could barely get a good grip on her mane.

Rarity accidently slapped Applejack across the face, causing Applejack to release her grip.

“RARITY!” Applejack screamed as she watched in utter horror as Rarity fell from the skyscraper and down to the earth. She could hear Rarity’s screams of terror as she continued to fall. With tears already forming, due to her failure to save her friend, a new sound came from behind the farm pony.

“I GOT HER!”

Spinning around, Applejack ducked as Cliffjumper leaped right over her and smashed through the wall. The farm pony looked down to see the red Autobot fall right towards that little white dot.

Before she could get back up, another tremor passed through the entire building, causing the rest of the mares to fall down. Applejack looked up and immediately covered her head (also to protect the crystal shards) as Twilight, Pinkie Pie, and Fluttershy landed right next to her.

Applejack looked around to see three of her closest friends all in pain from the sudden fall. Fluttershy’s wings were unnaturally close to her body, indicating that she was too frightened to fly in the first place.

Fate just wasn’t on their side today…

The ground below them cracked.

Shooting nervous glances one last time, the four mares screamed as the ground shattered and they fell to their dooms.

Watching the six mares disappear, Bumblebee knew that he would rather give up his life than watch the ponies die this kind of way. Be it brave or stupid, Bumblebee released his grasp around the pole and fell straight into the hole and out of the building.

Jazz looked around; the ceiling along with the rest of the skyscraper was already gone. What really mattered now was saving the Element Bearers.

“Well, what are you guys waitin’ for?” Jazz screamed and jumped right for the hole, “LET’S GO GET ‘EM!!!”

Swallowing hard, the three Dinobots let go and allowed their bodies to plummet to the earth below them. With the two Dinobots falling, Swoop transformed in mid-air and flapped his wings to allow stability. Granted with the power of flight, Swoop took off to find the little ponies.

This was going to be hard…considering the rest of the skyscraper was falling right behind him.

____________________

Twilight had only felt like this once before.

The high winds hissing passed her ears, her mane flinging wildly in front of her face, her entire body falling like a rock as she and her closest friends plummeted towards the ground below them. With her eyesight somehow blinded, she managed to catch a large portion of the crystal skyscraper break off from the base of the tower and fall towards her.

Like anything could get any worse…now they had a building heading right for them.

The unicorn shivered as the cold winds blasted passed her tiny body, but that’s not the only reason she was shivering. Twilight was screaming her head off along with Pinkie, Fluttershy, and Applejack. Rainbow Dash flung uselessly into the air like her body was a ragdoll. The sense of death was quickly reaching her, it wouldn’t be long before she hit the ground and died on impact.

Yes, she did have this type of fear before. When she was slipping off that cliff at the Everfree forest, luckily Applejack was there to save her and tell her to trust her. But no one was there to save them this time…not even-

A loud screech came from above, causing the unicorn to open her teary eyes and see that winged beast heading right for her at unreal speeds.

The beast got closer to her until it caught up to the unicorn…and caught her.

Twilight shielded her eyes, somehow frightened as to not knowing what this beast was to do to her. Feeling a hard surface hit her belly, Twilight opened her eyes and looked down to see that large beak protruding from the rest of the body.

“SWOOP,” Twilight squealed with joy, “You saved me!” She finished by wrapping her hooves around Swoop’s neck in a show of affection.

“Hey, no problem!” Swoop said with his beak moving up and down, “But ya better hold on tight because I’m about to go real fast!”

Twilight only had a short second to grab onto Swoop’s neck as he blasted downwards towards the rest of her friends. Twilight squinted and managed to see the orange, pink, blue, and yellow dots coming into range.

“Swoop,” Twilight shouted over the heavy winds, “You gotta save Rainbow Dash! She’s knocked out so she can’t fly her way out of here!”

Swoop nodded and screeched, “Save Rainbow Dash first, got it!”

Having no time to react, Twilight grabbed onto Swoop’s neck as he began to go fast enough to break the sound barrier. Twilight opened her eyes only slightly to see Rainbow Dash coming in fast, while the rest of her friends fell out of sight.

Quickly spinning forward, Swoop brought his feet forward and opened them to catch the cyan Pegasus. Twilight looked over his shoulder, her mane blowing wildly across her face as she watched Swoop lean in closer and closer.

“I….GOTCHA!” Swoop screamed in triumph as his talons wrapped around the unconscious pony’s body, securing the knocked-out Rainbow Dash. With the two ponies safe, Swoop looked around to try and locate the others…until a voice came from behind the two.

“LOOK OUT!”

Swoop flapped his wings so hard that he nearly dodged the white bullet formerly known as Jazz. The Autobot soared right passed him. Twilight hung onto Swoop’s neck and looked down to see Jazz dodging the falling debris.

“Wow…”

_____________________

Jazz flipped and dodged and spun and kicked his way through falling pieces of crystal debris to get to his targets close in range. Using his grapple hook as an extra boost, Jazz shot the blue beam directly onto a large crystal rock free-falling from the skyscraper.

Jerking himself forward, Jazz busted straight through the rock and faced straight ahead into the heart of chaos. His speeds began to go unquestionably fast. Not even Jetfire could have gone this fast before.

“There you are…” Jazz whispered to himself as he finally found the bright pink dot screaming. Trying his hardest to gain more speed, Jazz straightened his body out and found himself moving even faster. It wasn’t long now…

“AHHHHHHH!!!!!” Pinkie Pie and Applejack screamed in unison, Applejack’s hooves covering her head to protect the shards.

Aiming his grapple hook forward, Jazz yelled, “I’m comin’ for ya!” He fired one final beam directly into the nearest piece of crystal rock straight from the collapsing skyscraper. Using speed to his advantage, Jazz reared forward and held out his arms.

He reached forward and grabbed both ponies, immediately jamming them into his chest for protection. Pinkie Pie looked up; her eyes brimming with tears as she finally caught view of Jazz’s blue visor.

Jazz looked at her and flashed a grin.

“I gotcha, girl.”

____________________

Bumblebee had one goal in mind: save Fluttershy.

He could barely see that little yellow dot as he increased his speeds tenfold to catch up to her. Why wasn’t she flying? Bumblebee knew she could fly!

Ignoring the questions in his head, Bumblebee squinted with his head faced right towards the ground. Falling right passed him were several large quantities of crystal debris, possibly from the skyscraper itself.

With his speeds increasing, Bumblebee dodged the debris with his optics dead set on finding and protecting his little pony. The ground was approaching faster. If he didn’t find Fluttershy soon she would probably-

Shaking the fear of losing his little pony away, Bumblebee squinted harder this time.

He heard it….a faint scream.

“Is it…? Yes…YES! I’M COMING, FLUTTERSHY!!!” Bumblebee shouted, his speeds increasing.

With the ground approaching nearer and nearer, Bumblebee’s head jerked left and right to find the yellow Pegasus. It was getting closer…

“Bumblebee!!!”

Looking down, the Autobot gasped when he saw that tiny yellow dot flinging helplessly in mid-air. Aligning himself with his environment, Bumblebee got closer to the nearest piece of debris and flew in front of it. Pressing his feet on it, he pushed off, letting nature take its course.

The speed he was going at was unbelievable. Bumblebee almost didn’t have a chance to react when that butter Pegasus came into view.

“HELP ME!” Fluttershy screamed with her mane flowing wildly passed her eyes.

Reaching out with his right hand, Bumblebee could feel Fluttershy’s soft hoof reach for him. It was too late. The ground was so close now. He had failed.

“NOOOO!!!” Bumblebee screamed and gave one final push. He grabbed her hoof and pulled Fluttershy into his chest. Spinning around, Bumblebee allowed his back to penetrate the ground with such an intense force that he blacked out on impact.

He passed out right after Fluttershy started crying.

___________________

Cliffjumper truly did live by his motto: I leap before I look.

In order to save fair Rarity, Cliffjumper leaped right into danger before anticipating the resulting impact his actions may have upon others. Nevertheless, the Autobot harnessed his blazing speed and audacious courage to perform a death-defying feat in order to save the pony he loved.

It really did result in total cataclysm.

All around him, Cliffjumper could see nothing but falling debris and approaching ground, but thanks to Rarity’s screaming he was able to find her quickly before anything could’ve happened.

“HOLD ON, RARITY!!!” Cliffjumper screamed, holding out both arms to the terrified filly only inches away from his grasp. Rarity continued to cry her head off as she plummeted like a rock to her death below.

Once he got a hold of her hoof, Rarity stopped screaming and looked up with terrified eyes to see the red Autobot falling with her. His hand soon brought her closer, sealing the emptiness both of them felt as he brought her close to his chest.

Rarity lifted up her head, her eyes as big as can be when Cliffjumper shouted, “Hold on tight, this might be a little rough!”

She acknowledged and clung onto Cliffjumper’s right arm for protection. Once she was secured, Cliffjumper dodged the incoming rocks falling at speeds he outmatched by a landslide. Turning and actually trying to fly, Cliffjumper quickly saw the ground approaching.

“You gotta trust me on this, Rarity!” Cliffjumper looked down to the alabaster unicorn in his right arm, his optics pleading.

Rarity lifted up her head again, her expression confused as to what the Autobot was planning. She started screaming again once Cliffjumper let go of her.

“AHHHHHHHH!!!!!” Rarity screamed once the ground began to approach closer.

Cliffjumper had to act fast. Dodging the incoming rock that was meant to kill both him and the unicorn, the red Autobot pushed forward with his body straight, gaining even more speed. It wasn’t far from now. The ground was so close.

Reaching out, Cliffjumper scooped up the screaming unicorn once again and held her body tight. He planted his feet downwards.

CRASH!

Cliffjumper held his ground. The entire earth began to shake around him. His legs felt wobbly and sore from the impact. Once the dust cleared, Cliffjumper fell to his knees while still holding the trembling equine.

“It’s okay….Rarity…I got you…nothing’s gonna happen…” Cliffjumper wheezed with his legs in a tremendous amount of pain. As long as Rarity was safe…that’s all that mattered.

The unicorn lifted up her head from Cliffjumper’s arm, her entire body shaking uncontrollably. More tears found their way to escape her blue eyes and fall from her cheeks. She looked at Cliffjumper; a relief-filled sigh filled the Autobot’s hearing processors.

“T-thank you, C-Cliffjumper…thank you so much.” Rarity cried, clutching Cliffjumper’s right arm as she sobbed quietly.

Even with the pain, Cliffjumper forced a smile and petted her mane to keep it the way she liked it. Rarity looked up at him, her eyes growing wide with shock.

“Hey…anytime, Miss Rar-“

“Cliffjumper, look out!”

Almost instantly, two loud crashes came from behind. Holding the unicorn tighter, Cliffjumper spun around and gasped at the sight.

Snarl and Slug penetrated the crystal streets with such intensity that they created small craters from their impact. The two Dinobots lay motionless, groans of pain emanating from the two. Cliffjumper began to approach them.

“Guys…are you alright?!” Cliffjumper yelled while Rarity gripped his arm harder.

The Dinobots didn’t answer and continued to stare upward, Snarl’s red optics growing wide in terror. Neither Cliffjumper nor Rarity had a chance to help them…for a piercing scream came from above…

Looking towards the skyscraper, Cliffjumper backed away when he witnessed the upper portion of the tower crumbling. Large remains fell right for them! Rarity continued to scream with fits of crying reaching the Autobot.

He couldn’t get away from this…he wasn’t fast enough.

Looking at the trembling pony in his arm, Cliffjumper bent down with his back facing the sky. His body created a shield to protect the Element of Generosity. Rarity looked up at him, eyes wide with horror.

“Keep your head down!” Cliffjumper screamed right before the entire building fell.

Rarity shut her eyes tight.

The darkness that surrounded her quickly fell upon them.

Rise

-CHAPTER XXV: RISE-

IDENTITY: CONFIRMED

YOU CARRY THE SPARK OF A HERO, CLIFFJUMPER

TELETRAAN OFFLINE DUE TO AIRWAVE DISRUPTION

As I lay on these tattered battle-wait…didn’t I already say this?

Eh…who cares? It’s not like anybody did for me anymore. In fact, why was I even reminiscing? The Crystal Empire is gone, and everything with it. All hope, all the Autobots, everything.

That’s why I felt so terrible.

Of course the obvious pain coursing through my circuits, but a new pain….a pain I only felt one other time. A time when my dearest friends; Rarity, Pinkie, Twilight, Rainbow, Fluttershy, and Applejack had been captured by the Changelings, forcing Jazz and I to go out into the so-called “Badlands” to search for them.

Oh no….

I forgot.

Jazz. My best friend….is dead.

All hope had begun to drain out of me, just like the Energon now making a large puddle around my injured form. I tried moving my arms, okay those worked. My legs? Wait…my right?

I lifted up my head, groaning in agony once I saw nothing but a small stub replacing my right leg. How did I lose it again? I couldn’t seem to remember anything after that massive supernova wave took us all out, especially Prime, haven’t you ever gotten smacked across the chest by that guy?! Primus, he’s harder than the Ark’s outer armor!

Wait…where was I again?

Oh yeah….my deathbed.

With the life slipping away from my grasp, my optics caught a slight glimpse hovering above me. I looked up, my mouth open but no words escaping once I observed what remained in the ruins of the Crystal Castle.

The Nemesis leaves its mark alright….it leaves it in a BIG way.

A massive mushroom cloud hovered in the distance where the castle once remained. I followed the smoky, dark column up higher and higher to where I saw the gargantuan mushroom-portion of the cloud. It shined dark red in the center, several thousand ashes raining down from its inner core. Just looking at this tragedy brought my breathing to slow down, just gaping in horror at the utter dread I felt staring at what remained of the orbital strike.

My head hit the shattered grounds with a soft thud, just shocked to see that explosion flash before my optics and BOOM here I am. I stared above, the mushroom cloud slowly making its way over my head to spread across the empire, just to show all the crystal ponies the power the Decepticons truly had.

They’ve taken the castle, they’ve taken the empire, they’ve possibly taken the planet, but worst of all…they’ve taken me, too.

I know what they all say back on Cybertron: ‘No Autobot ever surrenders and all that jazz.’

Scrap! Stop mentioning his name…it’s bad for ya…it’s not like I want to forget all that quickly…it’s just….it’s just that I don’t want to accept the fact that my best friend is dead…but I guess I’ll see him soon.

My life was fading.

Death, war, eternal stasis? What’s the point anymore? I surely don’t know…but it doesn’t matter anyways. We failed. Yep…the Autobots lost the battle to save all of ponykind from the Decepticons invading the planet…for some reason, though…..I didn’t care.

I didn’t care anymore. The war was over in my eyes. Just laying here on these battle grounds gave me a feeling of sanctity, peacefulness, knowing I went out with a bang. A pretty big one too. The only down side to this was that I would never be able to see my friends anymore…or Rarity.

My spirits slowly began to rise up, but quickly fell down knowing that I could never win this on my own. Since our leader, Optimus Prime, was probably dead again, there was nobody leading us to victory. Rarity and her friends would have to save their home without our aid now…because we lost.

Vision going static, pain increasing, everything….was fading away.

Suddenly, a glowing light appeared in the distance, my optics growing wider. It appeared to be a bright color as it slowly swayed side to side and closer to me. Primus? No…Primus doesn’t carry the Decepticon mark.

That wretched symbol slowly moved closer to me, wanting myself to spit in its general direction. But I realized I would have to save that glob of liquid Energon for the bot it belonged to…

Megatron.

The absolute last person I wanted to see right now was walking towards me, a slight limp to his step. His features seemed normal, despite scratch and burn marks pockmarking his body. Dread was the only expression I could decipher on his face, that and the glowing red optics staring me down.

I stayed completely still, hoping that Megatron just thought I was another dead Autobot lying in the street. He unfortunately didn’t see it that way and stopped right in front of my leg, giving the worst scowl I’ve ever seen.

I sighed, knowing that death would be quicker and painless when Megatron pointed the end of his riot cannon towards me, the end glowing brighter.

He looked down at me, just another weak Autobot placed before his glory. I didn’t do a thing, just accepting eternal stasis. And even with my damaged hearing processors, I could definitely hear him speak in that low…low voice.

“Still think you can blast the smile off my faceplate?” He asked, obviously wanting me to answer. I almost laughed, surprised to know that Megatron had remembered what I had sworn to do back on Cybertron.

I managed a weak cough, really wanting it to be a chuckle just to be pissy.

Megatron chuckled at that act; I really wished I had laughed at him just to see how angry he would’ve gotten. It would’ve been pretty funny. Once his chuckles faded away like the thousands of ashes hitting the ground around us, he continued with his glorious speech.

“That’s what I thought,” Megatron grunted, never taking his cannon off of me, “My plan is complete now, the Changelings have successfully done their duties…and it seems…Trypticon managed to destroy the Crystal Castle. Not that you Autobots need it anyway.”

‘We kinda did.’ I thought to myself, the pain quickly putting out the anger I was building up in my damaged spark. I forced my optics open, wanting to see every astro-second of my destroyer standing before me.

I could see those red optics grow closer to my being, his smirk growing as well. When he was good and close, I was almost ready to send the glob of liquid Energon into his mouth, oh Primus that would’ve been hilarious for a final death wish.

He smirked again, quietly growling at me.

“And now…no one can stop me. Not even you….Cliffjumper.”

‘Yeah, yeah, just get it over with.’ I thought to myself, finally having the memories return to the part right before the orbital strike blast had taken us all out. My name is Cliffjumper, I’m an Autobot, the Autobot traitor is…

At that exact moment, Megatron stood back up to full height, his cannon glowing bright purple. I knew what coming next, death was. Eh…I really didn’t seem to mind now. The only thing that still really bugged me was that I could never see Rarity again, or the ponies I had come to find as my new family.

Cybertron and every Cybertronian there was my family…but not anymore. This planet….this planet right here and everypony on it….were my family now.

Although death was supposed to feel very painful, when Megatron fired one shot at my head I strangely felt nothing….nothing but darkness clouded my vision.

That’s when I figured it out…..

Megatron hadn’t fired the shot.

____________________

END TRANSMISSION

-IDENTITY: UNKNOWN-

Rainbow Dash pushed the rubble off of her, silently thanking it for protecting her.

“Ugh…my head….what happened?” Rainbow Dash asked no one, remembering that she was on her own this time. After rubbing her head a bit, she lazily opened her eyes, finally realizing that it wasn’t even bright outside.

It was dark.

Looking upwards, Rainbow Dash gasped, eyes filled with horror.

A giant mushroom-shaped cloud stood before her, giving away a dark entity that cascaded across the Crystal Empire. This gave her a terrible feeling of hopelessness and dread, as if the cloud was a reminder to never mess with the Decepticons, which she has already figured out several times before.

All around her, ashes fell with no remorse. Earlier it was just a little sprinkle of the raining dust, now thanks to the mushroom cloud it was falling like nopony’s business! Rainbow scanned the area a few more times, fully taking in to the new age of Equestria.

The Decepticons had finally made their mark on her home.

The streets were dark with massive pieces of crystal rubble scattered across the grounds. Jets no longer zoomed across the skies as if to challenge her, nothing seemed to remain in the sky except for the terrifying cloud of ash and horror. The entire empire was infected with the color brown, several light fires on top of roofs, giving a light glow to the empire.

Rainbow Dash suddenly realized where she was. Scrambling up to her hooves, Rainbow peeked down and saw the ground not too far of a drop away. She was on a rooftop. Rainbow rubbed her sore head again, trying really hard to remember what had happened.

She was flying, obviously when WASN’T she flying, to finish the mission she was given by Jazz and the other Autobots. To save her home she was to bring Grimlock back to the Autobot side and change the course of the battle with his strength. But then that massive explosion caught her off guard, followed by millions of pieces of rubble falling down and one actually landing on her.

The rubble actually saved her life. If it hadn’t had landed on her then the dirt wave would’ve trapped her under even more debris. She hadn’t realized until now but…she did see something before the explosion….a dark essence flying above the Crystal Castle.

Squinting forward, Rainbow Dash realized that there was no Crystal Castle anymore!

“What the…?” Rainbow questioned the event that had transpired, her gasps being the only noise resounding the quiet battle grounds. “Oh no…” She scrambled all over her hooves, her eyes darting back and forth, “oh no, oh no, oh no, oh no, oh no, oh no!”

The castle was gone…the last hope for saving the Crystal Empire, for stopping King Sombra, for defeating the Decepticons, for saving her home….was gone.

She wanted to scream, smash her hooves against some Decepti-goon’s head, but she knew better, knowing that her fury wouldn’t make a difference. SHE wouldn’t make a difference. Sitting on her rump, Rainbow Dash lowered her head in a defeated posture, her wings slumping to her sides.

It was over.

The end of days had already arrived and now her home was suffering.

Rainbow Dash gritted her teeth, forcing the tears to stay in. She already was a quitter; she didn’t want to be a wimp either. But she found that there was a good reason to cry.

She had failed everypony she loved. She failed to find Grimlock and bring him back to the Autobot side. Hay, she even lost Sludge’s core! With her ears flattening, Rainbow pressed her hooves against her eyes and let loose the waterworks.

Her tiny whimpers soon turned to full-out sobbing, her cries echoing across the soundless buildings. The only witness to the crying Pegasus was the menacing mushroom cloud above, glaring her down with its terrifying appearance.

This time she actually HAD a reason to cry. She failed everypony.

A tiny, blue glow caught her teary eyes.

Lifting up her head, Rainbow Dash wiped her nose with a foreleg and turned towards the direction of the light and saw it. A tiny sliver was hidden underneath a pile of rubble, glowing faintly underneath the dirt.

With her eyes wide, Rainbow crawled over and pushed the rubble aside, cautiously lifting up the precious crystal in her tear-drenched hooves.

Sludge’s memory core was okay.

Clutching the precious relic to her chest, Rainbow smiled softly when she knew that there was still a chance. Not a chance to stop Sombra….but a chance to bring Grimlock back. The core began to tremble in Rainbow’s hooves, causing the Pegasus to look down at it.

The crystal began to shake, unknowing to what the Pegasus thought it wanted. Giving it a strange stare, a sudden explosion caught her attention, bringing her head right.

Even in the darkness, Rainbow Dash saw several bright lights coming from afar. In another street of the Crystal Empire, a battle was raging, but not between Autobots and Decepticons….it was between Decepticons and Decepticons.

How did Rainbow Dash know this…?

She heard the roars of a certain traitor come from the battle.

Standing back up to her hooves, Rainbow Dash looked at the core clutched in her right foreleg, a smile spreading across her face to see it shaking on its own.

“Let’s get you a new home, little guy.” Rainbow whispered, taking flight towards the new battle zone.

____________________

Starscream finally awakened, standing back up to his feet.

“Well….a minor setback….nothing too hard for Starscream of course.” The Sky Commander gloated to himself, wiping off his chest of the tiny particles that had landed on it. Starscream rubbed his head, trying hard to remember what had happened right before that massive supernova.

He and his newest slave had been tormenting some foolish Decepticon troopers who had foolishly tried to attack Starscream. With the aid of the mindless Dinobot, those Decepticons didn’t stand a chance to the power of the Air Commander.

But…he saw something…flying above the castle which lied in the center of this empire…he didn’t know what it was or what it was doing….that is until it fired a yellow beam down on the castle, destroying it in mere seconds.

Starscream snapped his fingers. That was it! It was the Nemesis that destroyed the castle! Now Starscream didn’t know why Trypticon would want to decimate such a structure but he didn’t really care right now…his focus was on the tremendous mushroom cloud in the distance.

The Air Commander stood up to full height, pressing his fists on his hips as he stared down the massive cloud spreading across the dark skies.

What amazing power Trypticon had. He had demolished what remained of the capitol in this empire and left a message to all those who dared try to fight him. The mushroom cloud was a message to all of those out there that survived the explosion, telling Starscream to follow his cowardice ways.

“Hmmm….such amazing power Trypticon has…and if there’s power….then Megatron would want it for himself,” he rubbed his chin, deep in thought, “…Maybe…I should let Megatron fall to this beast once he transforms….yes…..yes that will do much better than what I had in plan.”

So he waited. Starscream stared down the long street ahead of him, his smile slowly growing. He would wait; wait until Trypticon would transform which he knew he would. It was only a matter of waiting….

Starscream was so concerned with keeping his focus on the mushroom cloud, that he didn’t even notice the blue blur speeding right behind him….and heading for his slave.

____________________

The Pegasus soared across the ash-covered skies, blinking her eyes several times to get the dust out of them. Holding the precious spark under her chest, Rainbow had begun to fly downwards towards a new street in the empire.

Rainbow hovered in mid-air, squinting down the long and tragic road.

“Where…are you?” Rainbow Dash asked herself, scanning the road for any signs of life. When it remained silent, she was about to get a higher look and take to the skies, that is until the growl reached her.

Turning back towards the street, Rainbow Dash squinted, finally noticing the Decepticon symbol glowing in the dusty air.

“Gotcha!” Rainbow squealed, pumping her wings harder and flying towards the direction of the growls. On her way, she saw what remained of the Decepticon soldiers laying the street.

The ground was filled with bodies of deactivated ‘Cons, pools of Energon giving the street a blue glow. Rainbow slowed down to simply stare at the massacre that had occurred here. Either from the explosion that had enveloped the empire earlier….or something else….these Decepticons faced a horrible demise either way.

She quivered a bit, remembering to hold Sludge’s core and protect it at all costs. Her focus was immediately broken when several screams of pain came forward, causing the Pegasus to turn that way.

Rainbow Dash slowed down even more, gasping when several Decepticons were thrown her way and hit the sides of buildings. Their massive bodies looked like ragdolls once they hit the crystal houses. None of them hit her, but she could feel the pain either way.

Their screams, their deaths, the wheedling feeling of doubt, Rainbow Dash had almost began to retreat back to her friends, hopefully find them and tell them the bad news. But she couldn’t. She had to fight on, to do what was right and save her home.

Instantly, her courage abandoned her to suffer once those glowing, purple eyes broke the mist.

A massive head rose from the dust, letting go a piercing roar into the soundless empire. Rainbow Dash stopped and landed on the ground, her eyes gaping in horror to see the massive dino-head roaring above her.

She gulped.

“Okay…here goes nothin’.” Rainbow muttered to herself, clutching the spark in her right foreleg. She spread her wings and flew up to the corrupted Dinobot’s head, her eyes locked on the traitor of the Autobots. Sweat began to pour down her forehead, along with the biting of her lip as to how intense this situation was growing.

Once she was right in the clearing, Rainbow Dash stopped and hovered in place, her breathing becoming heavier once Grimlock came into view.

He was in his alternate form, his massive tail swishing back and forth as his head looked around in the other direction. Rainbow Dash could see what the battle had done to him, not much. Grimlock was an unstoppable war-machine, which brought up the question as to how he died in the first place. But Rainbow knew that the questions would have to wait….it was time to change the course of the battle.

Holding the core in her right foreleg, Rainbow Dash brought up her other hoof to her mouth, taking a deep breath. This was her moment to shine, a moment to save her Autobot friend and bring him back, all the doubts she could dismiss them once her confidence slowly began to return.

She closed her eyes, letting her spunky voice to the work.

“Hey!”

She opened her eyes, instantly regretting that once the Dinobot began to turn around.

Grimlock turned his head back, his purple optics now locating a Pegasus or something flying a few feet from his head. Once he was fully around, stomping heavily on the ground, Grimlock lifted up his gaze only slightly to see the sky-blue Pegasus.

She, it was she…wasn’t it? Grimlock couldn’t seem to remember. All he really did remember was his master, Starscream, bringing him back to life and telling him to destroy Megatron at all costs, which he has yet to do. But this….pony…sparked something in his tiny mind….something he didn’t understand yet.

The pony had two wings, each pumping downwards to keep her airborne. She had a rainbow-colored mane and a blue coat, in her right foreleg was a glowing essence that seemed to take a liking to the Dinobot.

Grimlock didn’t know what to do.

He hadn’t received orders from Starscream to kill ponies, and his mind was still trying to process what this certain pony meant to him. It was like….he’d seen before. Grimlock tilted his dino-head, his razor-sharp teeth glistening with the reflection of the Pegasus in each one.

Together they stared at each other, neither one willing to break the contact. Rainbow Dash flew in a little closer, causing the Dinobot to take a step back, unsure what to make of the situation. After a few more seconds of silence, Rainbow stopped moving towards him, clearing her throat.

“Ummm…hey….Grimlock…” She began, wanting to slap herself on how stupid she sounded, “Ummm….how’s it goin’…buddy?” Now she just wanted to punch herself.

Grimlock did nothing; his purple optics stupidly stared at the Pegasus.

Rainbow gulped again, this was going to be harder than she thought. She observed the Dinobot, trying to figure out a good place on where to put Sludge’s core that would hopefully jog Grimlock’s memory back to its rightful place. She saw no opening, all except his mouth. Maybe she could shove it right up his-

She shook her head, mentally groaning as to why she would consider doing that. Rainbow brought her attention back on the corrupted Dinobot again, her eyes landing on the Decepticon symbol right on his head.

Scowling under her breath, Rainbow Dash glared at the insignia of the Decepticons lying on Grimlock’s forehead. It was a terrible symbol, a symbol of conquest and hatred; those things aren’t what her friend Grimlock was about, all the more reason to bring him back to the Autobot side.

When the silence continued, Rainbow finally found the courage to continue on, despite the growls of anger protruding from the Dinobot.

“So…umm…I-I have something for ya.” Rainbow quietly stated, holding out her hooves so Grimlock could get a full view at the cure for his infection of Dark Energon. Grimlock moved his head in closer, much to Rainbow’s dismay as she hovered a few feet back.

Grimlock tilted his massive head, his optics studying the strange crystal that the pony said was his now. It radiated a strange power, a power Grimlock didn’t understand. Something deep inside of him told him to take it, but most of him didn’t agree with that.

Growling, Grimlock looked at the crystal and snorted, steam erupting from his mouth that hit the Pegasus with a full blast. Rainbow Dash closed her eyes once the hot steam hit her face and body, her mane flying wildly passed her ears. Once she opened her eyes again, the steam had ended and Grimlock turned around, beginning to walk away.

“No…” Rainbow Dash muttered, taking off towards her confused friend.

She flew right in front of his snout, causing the Dinobot to stop in his tracks. He growled again, didn’t he already give her a reason that he wasn’t interested? But she seemed willing, considering the pleading look she had in her eyes.

Once Rainbow was flying right over his nose, she gave a big, toothy grin and said, “It’s me, Grimlock! Rainbow Dash! Don’t you remember?”

And once again, Grimlock snorted in her face, walking right passed her. But Rainbow was determined, knowing how stubborn Grimlock was just meant she would have to be more stubborn. She flew towards the Dinobot again, this time jamming her nose directly on his snout.

“Listen, Grimlock,” she yelled, completely oblivious to see his mouth opening, “I came a long way to give you this crystal, and if you’re not gonna take it then I’ll just force ya to!”

Grimlock only responded with a loud roar, sending the Pegasus back a few feet.

After shaking her head, Rainbow nervously chuckled and said, “Oh yeah….forgot that you’re a Decepticon now.” This time when she looked at Grimlock, she noticed his head was tilting at her, his mouth open and his teeth showing.

Rainbow Dash immediately froze in fear. She knew that look all too well. During the time when she first met the Dinobot, that dragon that wanted to gobble her up had that same exact expression.

Oh no…

Rainbow flew back a few more feet, clutching Sludge’s memory core as she did so. The entire time she kept her eyes on the Dinobot, frightened as to know what he was planning to do. Grimlock moved in closer, his tiny claws opening and closing.

Her mind began to race a million miles an hour. If Grimlock was planning what she thought he was planning then that meant there was no stopping him. She would have to leave and abandon her mission to bring the mighty Dinobot back to the Autobot ranks so that her life wouldn’t be in danger.

But it was too late…

Grimlock released another roar as he reared towards the Pegasus, mouth fully open. He was a mindless beast after all, only meant for destruction and nothing else. Rainbow Dash screamed, flaring her wings upwards as she tried to escape the jaws.

No luck.

Grimlock bit down on her tail right before she could dash away.

Feeling a sharp pain from behind her, Rainbow flapped her wings uselessly as the Dinobot held her tail in his jaws. Knowing that she was still fighting it, Grimlock swung his back and forth several times, receiving several screams from the frightened Pegasus.

When he was certain she had enough, Grimlock released his grip and chucked the pony right to the ground. He watched as the Pegasus skidded across the gravel, eventually coming to a stop not too far away.

Rainbow Dash lay on her back, her entire world shaking around her. Getting the blurriness free from her vision, Rainbow rubbed her head and looked forward to see the Dinobot stomping right for her. She gasped when those mighty jaws opened up to reveal several long and jagged teeth ready to devour her.

Gulping, Rainbow Dash began to think of a way to get out of this. Flying was out of the question since Grimlock could easily grab her again. With her mind racing, trying ever so hard to find a solution, the Dinobot was only ten feet from her.

“G-Grimlock,” Rainbow screamed, her eyes burning, “This isn’t you! You would never hurt me! Please, Grimlock! STOP!!!”

Her screams meant nothing to Starscream’s slave as he continued to move towards the injured pony, now bending his head down in order to finish her off. But….something inside of him….told him this wasn’t right.

He ignored it.

Rainbow Dash looked around in panic, finally locating Sludge’s core and grasping it with her two forelegs. While clutching the crystal as if it was some kind of lifeline, Rainbow stared with horror by her side as Grimlock reared down at her.

Something came back….an idea.

Rainbow looked at the crystal in her hooves, seeing her own reflection. It meant something. Something that told her to trust her instincts. Rainbow remembered an old thought, questioning it if it would work or not. But with Grimlock closing in and time running out….what choice did she have?

She looked at the Dinobot, growing a quick frown.

“Grimlock! I don’t wanna have to use this on you! But you left me no choice!”

And with that said, Rainbow Dash stood up on her hind legs, holding the memory core over her head. It was probably the dumbest idea she ever head….then again….it was also one of the smartest things she’d ever done.

Right when Grimlock lunged for her, mouth open wide as can be, Rainbow Dash chucked the crystal right in his mouth.

Grimlock reared back, tacking only two steps backwards.

He swallowed.

Rainbow Dash stared at her deed she had committed, unknown if to be happy or disappointed to know if her plan worked. If it didn’t work….then all hope was lost. She would’ve wasted an Autobot memory core for nothing.

But something did happen….something incredible.

Grimlock coughed hard, purple liquid flowing from his jaws. He stumbled backwards, nearly face-planting into a building. All the while Rainbow Dash stared at the event transpiring, deciding to sit down. The Dinobot coughed even harder than before, shaking his head uncontrollably as this new power entered him….and consumed him.

Roaring in immense pain, Grimlock transformed back into robot mode, his purple lights and Decepticon insignia flashing wildly. He stumbled around the ground, his arms held above his head as he bellowed in pain.

Soon enough though, an eerie blue light covered the Dinobot’s chest, eventually spreading across his body. Grimlock remained motionless until the light died down, sending the area around him into darkness just like before.

He slowly fell to his knees, his visor dark along with every other light on his body. He caught himself right before he could face-plant the ground, his hands planted against the gravel. Heavy breathing filled his hearing processors….it was his breathing.

Rainbow Dash continued to stare, unsure of what to do now.

Slowly, she got up from where she was sitting, trotting over to the Dinobot. She didn’t feel scared anymore…like all the evil had escape Grimlock’s body and vanished into thin air. Once she was a few feet from his head, Rainbow tilted her head downwards, in hopes of seeing his gaze.

At first, it only appeared dark…

…and then it flashed red.

Rainbow backed away only a few feet, watching passionately as Grimlock lifted up his head again, his red visor landing on the very Pegasus that had saved him. With his thoughts cast asunder, Grimlock stared at Rainbow Dash, and how he couldn’t be happier to see her again.

After what felt like a millennia, Grimlock spoke.

“Told you I’d come back.”

Rainbow Dash flashed a smirk, along with her eyes brimming with joyful tears.

“Welcome back, big guy.”

Author's Note

Short chapters are short. Next chapter will be longer.

One Shall Fall

-CHAPTER XXVIII: ONE SHALL FALL-

TELETRAAN ONLINE

NO TRANSFORMER BIO AVAILABLE

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“You’ve lost, Trypticon!” Optimus Prime shouted, wielding his Energon Ax. He lunged forward, draining all his energy on this final blast to send Trypticon to immediate oblivion.

The Energon Ax collided perfectly to Trypticon’s chest, sending massive volts of raw power throughout his circuits. Losing his balance, Trypticon released one final screech before he plummeted into the bowls of Iacon.

Optimus Prime, Bumblebee, and Ironhide all walked to the edge of the sudden drop off, their optics gazing into the deep drop to oblivion.

“Autobots, roll out!”

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If only it would’ve been that easy.

But no…it wasn’t. The battle raged on with the Autobots and Decepticons joining forces to diminish the mighty Trypticon within the large crater implanting in the center of the Crystal Empire.

Trypticon was obviously injured. His screeches of pain reached to all of those within of 30 mile radius. Optimus could see all the open wounds they, no longer enemies but brothers in arms, the Autobot and Decepticons did to cause Trypticon to remain in this state of pain.

The fight continued with what seemed would be no end. Trypticon continued to scream death threats while Optimus Prime and his heroic Autobots and Megatron with his evil Decepticons continued to bring suffering down upon the mighty beast.

“I wonder what an airstrike would do to one of those several open wounds.” Perceptor inquired, taking cover behind a large piece of rubble.

Optimus turned towards Warpath and nodded. “My sentiments exactly!” Optimus shouted.

Warpath nodded back, transforming into his main guns. Much like Brawl’s transformation, Warpath extended his upper legs into cannons, allowing the main cannon to appear on top of the mortar.

“Main guns are online,” Warpath shouted with glee, “Firing for effect!”

Instantly, several heavy missiles shot out of Warpath’s cannons and drove straight for the towering monstrosity. Each one connected to an open wound, sending Trypticon into another wave of pain and misery.

“AHHHHH!!!! YOU WILL SUFFER FOR THAT! I WILL OBLITERATE YOU!!!” Trypticon bellowed, raising his tail over his head and bringing it down on the ground before him. Unfortunately for him, he didn’t obliterate anything except the ground.

“STOP MOVING!!!”

Trypticon was about to attack again, but was interrupted by a heavy fireball hitting him in the face.

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Swoop was practically laughing at this point.

The fireball he sent towards Trypticon had landed right on his head, sending the beast into more painful fits. His laughter died down once the beast lifted his head slightly upwards to see the two Dinobots hovering above him.

“INSECTS!” Trypticon shouted and opened his mouth as it began to glow.

Swoop’s optics grew wide.

The massive Decepticon released a powerful beam of energy soaring out of his mouth. The terrified pterodactyl flew around rapidly to dodge the deadly blast. Grimlock roared in frustration while in his grasp.

“AH! I’m not your decoy, Swoop!” Grimlock shouted in frustration.

“Scrap!” Swoop said.

As Trypticon continued to send several more heated blasts from his jaws, Swoop did the same. He sent fireball after fireball from his twin beaks as they impacted Trypticon’s forehead with such raw intensity. Grimlock continued to stare.

After about four more hits, Trypticon had about enough. “FEEL THE BURN OF MY LASER!”

Swoop failed to dodge this time, the deadly beam burning his right wing right off. Swoop flailed helplessly in the air until gravity took its toll.

“Too heavy! We’re goin’ down!” Swoop screamed right as his body gave out.

Grimlock fell like the heavy rock he was as he and Swoop plummeted towards the hard, ashy grounds below. Trypticon chuckled in enjoyment once the vermin before him began to fall.

“PATHETIC!”

The Dinobot Commander looked down to where he saw Trypticon’s upper jaw only a few hundred feet from him…slowly closing in. Pulling out his sword, Grimlock jetted towards the head of the beast yet again, this time with gravity and impact on his side.

Once he landed, Trypticon growled in anger once the insect didn’t fall to the ground. He spotted the black dot right on his nose with his one working optic. Trypticon screamed and reached for the Dinobot right as it transformed.

Grimlock quickly morphed into his dino mode, lifting up his jaws just as Trypticon’s claws came down on him. He bit down on the nearest claw, ripping the metal apart with his powerful jaws. Trypticon continued to bellow in pain.

Smacking Trypticon’s hand away with his head, Grimlock rushed forward just as the Decepticon beast’s minions arrived on his forehead. Grimlock could see several hundred if not thousand Cybertronian spiders crawling up from Trypticon’s lower portions and onto his head.

Grimlock roared.

They scurried for him at a quick pace, instantly scurrying away once the Dinobot unleashed a torrent of flames from his jaws, the deadly fires burning the spiders as he stomped over them.

Nothing stood in his way. Grimlock stomped forward until he reached Trypticon’s only working optic left. They glared at each other…beast to beast.

“YOUR CAUSE IS HOPELESS! YOU CANNOT HOPE TO DEFEAT TRYPTICON!!!”

Grimlock was about to finish off his other eye in hopes of making the creature blind, but Trypticon reacted fast and grabbed the Dinobot with his other hand. Grimlock roared ferociously, finally realizing he can’t break out in this form.

So he transformed back.

Now he was stuck in robot form while a menacing Decepticon titan began to squeeze the life out of him. Grimlock fought back. He placed both hands on the inside of Trypticon’s claws, pushing as hard as he could in order to break free.

It was now a battle of who was stronger: Grimlock or Trypticon? Trypticon increased the amount of pressure he now applied to his fist, reserving all his stored energy to crush this wretched insect. This unfortunately had a quick turn of events for him.

Right when Grimlock began to lose power, his hands being pushed back towards his body once Trypticon began to increase the pressure, a missile soared right past Grimlock’s visor and struck Trypticon’s other optic, shattering it to pieces.

With the pain increasing to an all new level, Trypticon lost all of his power, thus allowing Grimlock to finish him off.

He whipped out his orange blade, wielding it over his head until he brought it down on Trypticon’s fist. The Decepticon bellowed in a mixture of anger and pain. Grimlock was released once Trypticon tossed him away in front of him, finally having enough of fighting the Dinobot Commander.

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Optimus Prime and his team watched in awe as Trypticon continued to slash about. Something on him had caused a great amount of pain to the creature. This continued on for several minutes until a missile, seemingly out of nowhere soared right over their heads and impacted Trypticon’s other optic sensor.

Trypticon chucked whatever was in his hand right for them.

“Autobots, look out!” Optimus shouted, dodging to the left. The others responded with great agility. The Autobots and Decepticons alike all got out of the way as a giant black creature was hurled towards them.

Strangely, though, the creature caught itself on the ground. It slowed down to a decent spot right where they all stood only moments ago. The dust cleared, allowing the Cybertronians to take a look at what it was that Trypticon had thrown.

Optimus Prime couldn’t believe it…neither could any of the other Autobots.

It was Grimlock.

The once-deactivated Dinobot leader appeared as almost as ghostly white as their memory of him. It was obviously the dust Grimlock had collected during his landing, but still he appeared as a ghost to the Autobots…especially after they had heard of his demise.

Slowly, Optimus approached the heavily-breathing Grimlock, reaching his hand out.

He touched Grimlock’s shoulder, feeling the tainted and scarred metal it contained. Optimus sighed silently; just grateful to know it was actually Grimlock and not some imposter.

The Dinobot looked towards Prime, continuing his silent stare.

“Grimlock…” Optimus began, “I…I-I don’t…I don’t understand…how did you…?”

“Don’t ask,” Grimlock growled, standing up on his own. He looked down at the Autobot leader, nodding once. “Just fight, Optimus Prime.”

Optimus, a slight bit worried, nodded back, turning to face the mighty Trypticon again. The Autobots and confused Decepticons did the same, many of them reloading or preparing their weapons for another attack Trypticon mighty rain down on them.

Put something stopped them…

…and Optimus found out when the blue and white vehicle drove right by him.

As quickly as the vehicle blasted right passed them, the Autobots and Decepticons turned around to see five more Autobots fall into the crater. One of them was a green jet, soaring right over their heads to join the vehicle. The rest were Cybertronian vehicles, each of them painted in the colors gray, red, light blue, and….pink?

It was only until then did they transform, all five of them standing next to the largest one.

“Alright, Autobots,” Ultra Magnus shouted, “let’s burn some rubber!”

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The six ponies and Shockwave watched as the crystal ponies slowly approached them in a very large crowd, a sea of hopeless ponies.

Shockwave kept his cold stare on several of the ponies, almost chuckling to see them quiver in fear when he turned their way. But he stood back. Shockwave wanted to see what would happen. Besides…Twilight and her friends had already given up hope so there wasn’t anything to worry about…right?

Applejack, Pinkie Pie, Rarity, Fluttershy, and Rainbow Dash stared hopelessly as the crowd finally stopped about ten or more feet away from them. They could see all the sad expressions and droopy manes these ponies expressed, and it broke their hearts because they couldn’t do anything about it.

Or could they?

Twilight Sparkle looked down at the shattered Crystal Heart, her eyes brimming wide with wonder….but mostly…hope. She looked back at the sea of the crystal ponies in front of her, then back at the shards. She did this over and over again until her brain finally began to fit the pieces together, slowly coming with a solution to this maddening war infecting her home world.

Could it work? Could this plan she had deciphered in her powerful mind truly be the solution to end this conquest of colonization? How, though? The Crystal Castle was gone…that castle was the only vessel that could’ve powered the Crystal Heart so that hope and love could be reflected across Equestria.

Hope and love…

That’s when she figured it out.

Twilight stood back up. She levitated the twelve shards and hid them behind her flank as she slowly approached her friends…and the crystal ponies. She pushed her way passed her friends until she arrived to the very front of the crowd.

Nothing. Twilight could see nothing. No happiness. No smiles. No hope.

That was all going to change.

Clearing her throat loudly, Twilight listened until the crowd had calmed down, their crystal-like eyes landing on the violet unicorn. She opened her eyes again and suddenly didn’t see the ashes and lightning clouds. It was bright and sunny, much like when they first arrived. The crowd of ponies was still there but none of them had any cuts or bruises that she had seen only moments ago.

Confused, Twilight turned her head left where she saw Optimus Prime. He had his arms crossed as he looked back at the unicorn, nodding once.

The memory faded away as Twilight shook her head. When she opened her eyes again she was greeted by the raining ashes and lightning-filled clouds. Just to be certain, Twilight made a 180 and sighed when the mushroom cloud still lingered over her head.

Worst of all…Optimus wasn’t standing next to her…it was Shockwave.

Twilight gulped loudly turning back towards her friends and nodding.

“Follow my lead.” She whispered.

The five mares exchanged confused glances before finally playing along. They nodded together and followed Twilight as she approached the crowd of crystal ponies.

She breathed in….she breathed out.

“Everypony, listen up!” Twilight shouted loud and clear. The crystal ponies all focused their eyes on the speaking unicorn, curious as to what she might say. They also recognized her and her friends to be the ones that stopped King Sombra the first time.

With the crowd of ponies now studying her, Twilight looked back towards her friends. They nodded her forward. Twilight nodded back and began.

“…I…I’m sorry for everything that’s transpired today! Your home, my home, our home has been destroyed to the point of near-death and all we’ve done is run from it,” Twilight shouted, “For the first time in Equestrian history, aliens have invaded our planet and began to colonize ALL of our resources! We’ve never faced a threat greater than this! But the ones to blame are not the Autobots….it’s the Decepticons!”

The crystal ponies exchanged glances, while many of them began tapping their chins. Most of them were nodding their heads in agreement. Happy to get their attention, Twilight continued.

“The Decepticons invaded our planet in numbers far greater than our armies to fight back! That’s why the Autobots are down in that crater fighting the one monster that could destroy both Autobots and Decepticons alike,” She shouted, biting her lower lip once many crystal ponies began to grow confused expressions, “But we can’t just run from this anymore! Our home is dying and we can’t expect Optimus Prime to stop the invasion all by himself! That’s why WE have to stand up for ourselves and stop this menace!”

She stopped for a breather. A dull-colored hoof was raised amongst the crowd. Twilight pointed to it and asked, “Yes?”

The crystal stallion spoke his mind, “How can we stand up for ourselves when everything we’ve done and created is falling against these monsters? We can’t fight back without the Crystal Heart.”

Many ponies agreed with the stallion, shouting hopeless words with their precious relic destroyed. Twilight nervously bit her lip again, not really sure what to say at this point. Luckily, Rarity stepped towards Twilight, sticking her white hoof into the air.

“Yes you can,” Rarity shouted, which surprised many around her, including Shockwave, who at this point had almost about enough of this.

It was enjoyable watching the ponies give up hope, but when their spirits began to rise again that’s when Shockwave had to take charge of the situation. If the crystal ponies were able to repair the heart then….the Decepticons would be destroyed.

“What are you doing?! Stop!” Shockwave shouted, taking several steps for the elegant unicorn. He was stopped by a blue blur ramming into the side of his head, jerking his head to the opposite of the attack. Shockwave fell on his rear as he looked up to see the cyan Pegasus practically standing on his flat chest.

She gave him the worst glare he had ever seen.

“Don’t even think about it.” Rainbow Dash snarled, the edge of her voice dripping venom.

With Shockwave subdued, Rarity and Twilight nodded towards each other. Rarity continued with what she was going to say earlier.

“Yes you can,” She began, “All of you had the heart inside of you! The love that lights all of Equestria in a warm glow resides in your souls! Even with the castle gone that doesn’t mean you have the right to just give in to these ruffians! The crystal ponies and their fabulous ways will stand tall and proud!”

Knowing she was getting over herself again, Applejack stepped in and shoved away Rarity.

“What she’s tryin’ to say is that you crystal ponies can’t give up now! You’re all here now,” Applejack shouted, “Y’all can light this here Crystal Heart with the hope trapped in yer…uhhh….souls or whatever. Yeah, that’s it! If you ponies just believe in yerselves you can bring the heart of this empire back and save not only the Crystal Empire but all of Equestria!”

Fluttershy stepped in. Well, Rarity and Pinkie Pie pushed her forward. The Pegasus quivered at the thought of speaking to these ponies, but stopped when she saw all the helpless faces these crystal ponies wore. Her expression saddened when she saw several fillies and colts crying quietly.

Breathing in deeply, Fluttershy summoned all her bravery to act now. The fate of Equestria was on the balance after all.

“…Um…well…I uh…I just wanted to say that you can’t give up hope,” Fluttershy quietly explained, whimpering once the crystal ponies moved in closer to hear her better, “None of us gave up just yet even with the odds so high against us. What I want to tell you all is just….well…um…I-I just wanted to tell you that even with the Crystal Castle gone it doesn’t mean that all hope is lost. The power to spread hope and love throughout Equestria does not reside in the castle…it resides in all of you.”

Pinkie Pie hopped right in front of her, her earlier sad expression now a joyous one. Her mane was even puffy again.

“So come on, everypony,” Pinkie Pie shouted with a bright smile on her face, “Light your torches, sharpen your pitchforks, and start the greatest mob this world has ever-!”

“PINKIE PIE!!!” Twilight, Rarity, and Applejack shouted.

The pink mare blushed nonchalantly. She composed herself again and slowly began, “Sorry….wrong speech,” Her eyes softened quickly, only a small, helpful smile returned on her features now, “What I really meant to say was that the hope and love to save Equestria lives inside of you,” She sped over to Twilight and lifted all twelve shards over her head, many of them falling off of her hooves, “These are the shards of the Crystal Heart! And if you just believe that there is a teeny tiny bit of hope left then you can bring the Crystal Heart back, stop Sombra, and save all of ponykind!”

Twilight giggled a bit before levitating the shards out of Pinkie’s grasp. She showed the shards with her purple aura grasping each piece to all of the crystal ponies, watching as their faces lit up.

“Is…is that the-?” One mare was saying right as Twilight interrupted her.

“It is,” She smiled, “These are the remains of the Crystal Heart. And like Pinkie said, if you just believe that there is still hope to save all of Equestria then your love will bring the Crystal Heart back! Just believe…all of you have the special power inside of you….just believe….believe.”

Twilight’s smile grew once the crystal ponies began to approach the floating shards, their smiles slowly replacing their tragic expressions. The Elements of Harmony all stood together, except Rainbow Dash who was still holding down Shockwave, and they stared. All they could do was stare, let their words seep into the hearts and souls of the crystal ponies and maybe….just maybe….it would work.

It did.

Their words of inspiration got to each crystal pony, filling their dark souls with light and love. The first to glow bright with crystal energy was a mare, then a filly, then another mare, then a stallion, and so on and so on. The light quickly spread through the sea of ponies until it enveloped the entire area in a nice warm glow.

“No…” Shockwave muttered with his purple eye gazing at the army of crystal ponies as they all slammed their hooves to the ground.

Once they did that, the ground lit up a bright blue color. It spread across the ground until, sooner or later, the entire remains of the Crystal Empire lit up in the darkness.

Twilight backed away, her horn fizzling out. She and her friends watched, this time Rainbow Dash joined them, the twelve pieces of the Crystal Heart slowly rose above their heads, each of them slowly forming a rotating circle.

Quickly, the pieces joined together, forming just like a puzzle would with every piece and shard joining into one relic. It was jaw dropping. The Crystal Heart had been reformed in a bright blue glow.

At that exact moment….King Sombra awakened.

Pushing the debris off of him, King Sombra chuckled heavily, wiping the dirt off his robe.

“Foolish creatures,” he began, “did you really think a million tons of raw pressure could defeat me?!” His eyes drifted upwards to where he saw…

“No…NO! STOP! NOT AGAIN!!!” King Sombra screamed and backed away right as the Crystal Heart flew over his head. He swiveled his head around, his mouth gaping in horror as the Crystal Heart began to hover right in the center of the mushroom cloud.

On its own, with the love and hope from every single crystal pony, the Crystal Heart was rebuilt. Twilight Sparkle and the Elements of Harmony watched in honor as the heart moved all by itself towards the center of the crater, King Sombra screaming at it from below.

They need not to fight Sombra…the Crystal Heart would do that for them.

The Crystal Heart was glowing soft blue at this point. It flew right over everypony’s head and headed right towards the center of the crater, including the middle of the mushroom cloud. Once inside the ash and dust, the Crystal Heart began to react. The shining relic felt the presence of evil and darkness, it had to erase it. With the love and hope from the empire’s populace, the Crystal Heart slowly began to spin, its core glowing as bright as can be.

Throughout the entire Crystal Empire and beyond the Arctic North, the Crystal Heart began to shine.

Shining brightly wasn’t the only thing it did.

In one swift explosion, the Crystal Heart sent a wave of peace and hope throughout the entire planet…to erase anything that was there to conquer. A long bolt of blue lightning exploded from the heart, jetting downwards to the mighty Decepticon titan directly below it.

Trypticon had no time to react when the lightning bolt struck his back.

The Cybertronians stared in awe as the blue lightning bolt impaled the gargantuan Trypticon, quickly enveloping itself around his entire body. Trypticon’s had no control over his body anymore; it was as if every drop of Dark Energon had vanished. His dark optics shined bright blue, a blinding light shooting out of his twin jaws.

The wave of blue energy covered every square inch of the Crystal Empire. The Element Bearers shielded their eyes once the wave overcame their bodies. King Sombra covered his face once the wave passed him and unlike the crystal ponies that absorbed the blow, Sombra felt it.

He felt the pain.

King Sombra looked at his hooves, realizing they were cracking. He soon found out the rest of his body was breaking down. With his final breath, King Sombra let out a piercing roar right as the wave disintegrated his entire body, leaving only his horn lying on the ground.

But it didn’t stop there.

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-SADDLE ARABIA-

The invasion continued with what seemed to be no end.

Buildings crumbled in seconds. Several ponies scurried across the borderlands in a massive exodus of Saddle Arabia. Many ponies turned back to see their once flourishing city being succumb to ashes as more of these terrifying spaceships sent wave after wave of aliens.

Inside the massive city, ponies didn’t stand a chance to the carnivorous actions of the Decepticons. Many were killed; most were decimated at the spot. A large skyscraper overlooking the entire civilization was being tampered with as Decepticon starships hovered menacingly above it.

In one swift shot, the starship shot an orbital strike out of its underbelly, eradicating the lower confines of the building as it crumbled to the ground. In the streets, Decepticon soldiers piled out of dropships and entered the battleground. It was an easy fight. The ponies didn’t defend themselves.

As the slaughter continued, nobody hadn’t even noticed the large wave approaching.

The populace of Saddle Arabia got out of their hiding places scattered across the battlefield, their fears suddenly vanishing once the wave overcame them. Mares shielded their young from the brightness of the wave, stallions covered their eyes, but the Decepticons suffered from it.

Everywhere, ponies no longer fled in fear. The wave passed over the city and destroyed every single Decepticon there. Dropships and starships fell from the sky in a bright explosion as they hit the ground. Decepticon troopers and tanks either fell to the ground and exploded on sight once the blue wave overcame them.

The wave continued onwards towards the rest of Equestria…leaving a very terrified and confused city to rebuild.

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-BALTIMARE-

As of every other city in Equestria, Baltimare was under attack.

Decepticon Leapers led the ground assault while their jets surrounded the skylines, just in case any Pegasi decided to flee from the air. The Decepticons had successfully blocked off the city to create a new fortress for their master, Shockwave. The city’s ponyfolk would prove to be great slaves.

Up in the skies, starships sent waves of Decepticon troopers to the city directly below them while shooting down several orbital strikes to destroy more and more skyscrapers. This caused massive riots and terrified ponies did their best to flee their dying city.

But just like the other city and so on….a wave was approaching from the north.

Once it passed, every Decepticon felt a surging pain roar through their circuits until they crumbled to the ground. Decepticon jets stopped in mid-flight and crashed to the sides of several buildings close to them. The starships began to lose power, causing each massive ship to free-fall to the grounds below.

The destruction was beyond imaginary.

The Decepticon ground troopers were destroyed but now it was raining dead jets, each one impacting with a great amount of force to the grounds. To top it all off, once the starships hit the ground it sent a massive shockwave throughout the city, demolishing every building, every house, and everything.

After the rumbling died down, the ponyfolk rose from the tattered debris and their hiding places. Many of them stepped out into the streets; others continued on their way and fled the city.

Darkness no longer filled the city…the sun came out.

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-MANEHATTEN-

One of the largest and most sophisticated cities in all of Equestria….was destroyed.

Manehatten, a once proud and noble city to all travelers across the globe was reduced to nothing but rubble. The Mare of Liberty had lost its torch….and its head from a missile strike brought down from the Decepticons. A very tragic and heartbreaking scene…smoke was still rising from The Mare of Liberty’s headless point.

Inside the confines of Manehatten, later known as “Ground-Zero” because of its destruction, ponies did the same as did many other cities: they ran for their lives. A certain rust-colored, blankflank filly hurried across muddy streets with her mane wising right in front of her eye.

Blowing the hair out of her vision, Babs Seed had this creep on her for quite some time and she just couldn’t figure out a way to get him off her flank. She turned her head back for a split second to get a look at this creeper.

He was purple in color, but had a very buff stature. His fists were nothing but pointed spikes; his face was nothing but a purple glowing ball. Unfortunately, Babs took too much time to study him, for she tripped on a crack sticking out of the ground.

Tumbling a few feet, Babs rested at the very edge of a crumbled building, her hooves scrambling backwards once the Decepticon began to approach her.

“Oh jeepas!” Babs Seed screamed right as the monster lifted both his fists in the air. She closed her eyes right as he brought both fists down.

A quick breeze and a loud grunt caught her attention.

Opening her eyes, Babs Seed gasped when a blue unicorn wearing a purple robe with dazzling stars appeared in front of her. She stopped the beast from killing her…but why?

“I will not just stand idly by while a filly gets killed! The Great and Heroic Trixie will not allow it!” The unicorn screamed, her horn flaring up on the beast. Trixie had spent most of her time in Manehatten after the incident with the Alicorn Amulet. But she had never expected aliens to attack the city, following the events that had just happened. Using her magic, Trixie lifted the Decepticon off the ground and hurled him towards the far building.

Babs Seed stood back up, watching as the unicorn named Trixie turned towards her, smiling gently. Right before she could muster out a thank you…the strangest thing happened.

The world shook.

Together, the unicorn and the filly watched as a massive blue wave of epic proportions overcame the entire city. Once it had passed them, the two shared strange glances, both of which changed into looks of terror.

It began to rain heavy chunks of metal. Dead Decepticons either on the ground or in the air fell to the ground and died once the wave had pushed passed them. In a bright fury of lights and several tremors, the Decepticons destroying Manehatten were gone…along with the blue wave.

Babs Seed opened her eyes.

“What just happened?”

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-EQUESTRIA’S OUTER RIM-

Out in space, only a few thousand miles away from the planet of the equines was a space portal.

Not just any space portal, this vortex held the last remnants of Energon on the entire planet of Cybertron. It was designed so that the Decepticons could steal Equestria’s raw energy and return to their dying home to replenish it. But now…fate had taken a twisted turn.

The Crystal Heart had sensed a potential power surge hovering above the planet it was meant to protect. So it sent a powerful and limitless bolt of lightning out in space to deal with the threat. The bolt of lightning rose passed the clouds and into space where it collided with the dark vortex of the portal.

This, however…reacted very badly.

The power of the Space Bridge portal and the Crystal Heart combined created a wicked storm from the vortex. It no longer held its place out in the void. Once the lightning had stricken the portal it reacted horribly with its combined energy.

Once the lightning faded away, the space portal was no longer calm. It was growing; lightning began to shock on the outer rims of the black hole. As if things couldn’t take a worse toll than it already has….something terrible happened.

The Space Bridge portal began to drift closer to Equestria.

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-THE CRYSTAL EMPIRE-

The blue lightning bolt disappeared from Trypticon’s body.

Every Cybertronian watched as the mighty Decepticon titan swayed back and forth, his arms almost as limp as his legs. It only took a few seconds for Megatron to react to this.

“He is vulnerable at last,” Megatron bellowed, turning towards a certain group of Decepticons, “Combaticons, Stunticons, merge for the kill!!!” Megatron had to back away as the ten Decepticons rushed forward, each of them transforming in mid-jump.

In unison, Brawl and Swindle transformed into giant legs and landed flatly on the ashy ground. Breakdown and Wildrider formed their counterpart legs as well and crashed only a few hundred feet where Brawl and Swindle had landed. Onslaught and Motormaster rushed together, both of them jumping at the same time as they both formed the torso and upper body of their combined behemoths. To finish it off, Blast Off swooped in and formed the right arm of Bruticus while Vortex did the same with the left arm. Due to their lack of flight, Dead End and Dragstrip had to jump to finish the combining technique to form Menasor.

Together, the two combined Decepticon titans slowly moved towards the injured Trypticon.

“MENASOR,” Bruticus shouted, “TAKE THE RIGHT ARM, I GOT THE LEFT!”

“YOU GOT IT!” Menasor responded, whipping out his purple blade. Menasor rushed forward and jammed his sword right into Trypticon’s right claw, the blade going straight through to penetrate the side of the crater.

Trypticon howled in pain. He couldn’t get his hand free from the impalement of the sword. Things just seemed to be getting worse for the Decepticon beast.

Bruticus slowly approached the left claw, taking his sweet time when he knew Trypticon couldn’t do jack-scrap. He reared forward and dug his powerful hands into Trypticon’s claws. Hearing several pains from the titan, Bruticus pulled even harder to hold down Trypticon’s claw.

Trypticon began to cry out. “YOU’VE DONE ENOUGH! LET ME BE!”

His chest was now open for attack.

Optimus caught this and pressed his comms link…as did Megatron.

“Jetfire! Head for the crater! Trypticon is open for attack!”

“Thundercracker! I order you and your squadron to dive-bomb on Trypticon NOW!”

Both leaders got a response. Nodding their heads in unison, both leaders deactivated their comms link, their optics slowly entwined together.

Megatron growled and shook his head. Prime was copying his every move. Together, they broke contact and looked up when the sound of jets pierced their hearing processors.

It was odd seeing Autobot and Decepticon symbols together in mid-flight. Jetfire and the Aerialbots along with Thundercracker, Skywarp, Ramjet, Thrust, and Dirge flew side by side and entered the darkness of the crater. Flying towards the metallic beast, each jet unloaded their equipment and shot every single missile they had in store.

Smoke blasted out of the rears of the missiles. Every single Autobot and Decepticon watched as they quickly flew over their heads…instantly penetrating Trypticon’s open chest.

Alongside the explosions, several painful screams could be heard.

Once the flyers escaped the crater with empty clips, the newly made dust in the center forced every bot to squint at the target. They were surprised at what they saw….even Prime.

Trypticon no longer thrashed about. Menasor and Bruticus released their grips around Trypticon’s arms when they knew he had enough. The monstrous mechanism swayed slowly back and forth, its massive head hanging low. With his last bit of energy left Trypticon screeched so loud that everybody momentarily covered their heads to stop the awful noise.

He stopped.

Trypticon lowered his gigantic head back down. His legs gave out, his knees smacking against the ashy floor below him. Large clouds could be seen from where his lower body was falling on. The Cybertronians, both Autobots and Decepticons, backed away quickly when Trypticon slowly fell.

A large, dark hole was all that remained of Trypticon’s chest as it penetrated the ground, his head following soon afterwards. A massive dust storm was created from that, forcing the aliens to block out the dust about to hit their optics.

Optimus lowered his hands.

All he saw was Trypticon closing his mouth….the light in his shattered optics dimming. The dimming also faded away. Nothing but darkness fell upon the titan.

One shall fall.

____________________

She breathed in.

She breathed out.

The Queen of the Changelings slowly made her way through the tattered husks of what remained. Many of her children died this day…only a few hundred survived out of the entire colony. Accompanied by Ripjaw and Slasher, Chrysalis walked throughout the empire until she had reached the point of no return. The cataclysmic event from that wretched spaceship had forced the Queen to flee the confines of the Crystal Castle. Now she could see why it was smart to abandon her subjects.

She breathed in.

She breathed out.

Chrysalis came to the point where reality was gone. Only fear and hopelessness filled her black heart once she had reached the edge of the crater resounding across the earth. Queen Chrysalis looked up and saw the mushroom cloud fading away into the air.

She breathed in.

Chrysalis caught her breath when her green eyes had drifted to the ground. A small, black and red horn was all that remained of the once-glorious King of the Crystal Empire. Now he was gone.

A sudden stomping noise followed by a dark outline caused the Queen to take several steps back. Ripjaw and Slasher repeated her steps. The dust cleared and a massive foot stomped and crushed of what remained of King Sombra: his horn.

With the tiny fragments under this monster’s foot, Queen Chrysalis looked up to see none other than Optimus Prime glare down at her.

She gulped.

But instead of pain and sorrow coming her way all she saw was Prime motioning his hand around the pain-forsaken battlegrounds. His blue eyes eventually fell on Chrysalis.

“Leave….NOW.” Prime threatened, clenching his fist as he glared at the Changeling Queen.

She didn’t need to be told twice.

Quickly looking around, noticing at least a hundred of her subjects were right behind her, Queen Chrysalis took several steps backwards, her mouth quivering uncontrollably.

“Changelings….retreat…retreat back to the Badlands!” That was all Chrysalis had said before she flared up her wings and retreated herself. The army quickly looked around before retreating as well. Ripjaw and Slasher gave Prime one last glare before they too upped and left.

Optimus Prime continued to watch them make their escape. He wanted to make sure no Changeling stayed….and they didn’t.

Optimus exited the crater.

____________________

Twilight’s eyes eventually fell off the Crystal Heart floating highly above the crater. They had located a new target and that was Optimus Prime and the Autobots.

Slow, beaten, and tired, the Autobots and Decepticons exited the dark confines of the crater that would forever remain in the Crystal Empire. Optimus Prime looked up into the air. He sighed when there were no more Decepticons invading from the skies.

Taking notice to the new scenery, the Autobots and Decepticons turned their heads back to see a glowing relic floating above the crater, a tower of fluorescent lights emanating from it. They followed the massive tower of colorful lights until they were met with a surprising sight.

The tower was spread into six different layers, each one spreading across the vast wasteland until their optics could no longer follow it.

Optimus brought his head back as he approached six familiar equines…and an army of crystal ones. He now saw that they were each glowing with several different shades of light. It was as if they were made of crystals. Hence the name.

Optimus bent down to Twilight Sparkle, Fluttershy, Pinkie Pie, Rarity, Applejack, and Rainbow Dash, his angry expression from his encounter with Chrysalis replaced with an exhausted one.

“It is finished…we won.” That was all the last of the Primes said. He looked down at the six mares. He sighed when he no longer saw their eyes filled with terror…but with happiness.

A slow, rhythmic clapping began to start.

Soon enough, the entire wave of crystal ponies were cheering, shouting, clapping, and screaming for the heroes of their empire: the Autobots and Decepticons. The Autobots softly smiled and waved at the scene. The Decepticons were confused…never had they felt this kind of feeling.

They felt good.

“I could get used to this.” Wildrider commented.

“Quiet.” Megatron grunted. As he held his injured leg, Megatron turned towards the Autobots and their leader. He saw as Jetfire and his Aerialbots soon arrived to the scene, each of them transforming to walk on their own two legs. Soon enough, Thundercracker and his team arrived. They all stood just as confused as the other Decepticons when the ponies began to cheer for them.

It was a horrific battle. Megatron held his anger in when he knew that it was all over. Whatever that blue lightning was must’ve destroyed his Decepticon army as well. He clenched his fists. Everything they worked for, everything was WASTED now! There was no hope to bring Cybertron back to life, let alone save their race!

The Decepticon leader looked over to Optimus Prime and his Autobots embrace the six ponies he despised the most. Before he could take his anger out on Prime a surging pain erupted from his forehead, causing the leader to hunch forward on his knees.

“Whoa! Megatron! You okay?” Swindle asked as he approached his lord. Megatron stood back up and smacked Swindle across the face. But it wasn’t his doing.

Megatron howled in pain, causing the cheering and clapping to stop instantly. The Autobots, Decepticons, Element Bearers, and crystal ponies all watched as the leader of the hated Decepticons stumbled back and forth, nearly falling a few times.

The entire time Megatron was clutching his head.

He didn’t know what was happening. It was as if something was being ripped out of his mind. Before he could release more painful screams, Megatron grunted loudly, the pain strangely disappearing.

He lay on the ground, his hands and knees pressed on the earth. Megatron opened his optics and breathed in. His optics flashed green for about three seconds until they evaporated for good. Only red remained as the permanent color.

He was free from his servitude.

But he didn’t know it.

As he stood back up, Soundwave approached his master, pressing his hand against Megatron’s pointed shoulder. “Megatron, what has happened? Are you completely functional?” The Communications Officer asked with his assumptions as high as everybody else’s.

Megatron held his hand against his forehead. Shaking his head a bit, Megatron looked down at the Communications Officer, his breathing slowing down.

“I…I am,” Megatron gasped, “But…tell me…what has happened...exactly?"

Now it was time for the Autobots to look confused, the ponies’ expressions mirroring theirs.

“You…don’t remember any of that?” Thundercracker questioned.

Megatron took this time to look around, his optics growing wide at the battlegrounds surrounding him. Husky Decepticon dropships were scattered across this lonesome ground, along with several hundred deactivated Decepticon troopers of all sizes. In the distance, Megatron could see the shadow of what appeared to be a starship stuck to the ground, but its outer exterior was damaged beyond repair, trails of smoke rising from the openings. “No…I…I can’t seem to remember anything…except for when I defeated Omega Supreme in that wretched forest…that is all.”

Hiding from above a collapsed crystal tower, the Seeker narrowed his optics with delight when he had heard Megatron utter those words. Activating his rocket feet, the Seeker flew outwards into the air until he landed behind all the Autobots.

Everybody spun around in surprise, Rainbow Dash being the only one to groan in his presence.

“Ugh…how is he still alive?" The Pegasus questioned when she completely remembered that Grimlock promised to destroy him.

Starscream smiled.

“Greetings, my fellow Decepticons…and ‘Autobots’,” Starscream hissed as he walked right passed the army of Autobots, “I bring you all no harm, only good greetings.”

“Don’t listen to that scrap-eater, Megatron,” Onslaught growled and nudged his master’s shoulder, “You remember what he did to you, right?”

Megatron dropped his gaze from the Combaticon and on his Air Commander. Nothing. He didn’t remember anything focused around Starscream, except that he and his group and provided air support on Omega Supreme.

“No,” Megatron admitted, watching passively as Starscream slowly approached him. He was already having a hard time trying to figure out how he had gotten from the forest to this forsaken city, he didn’t want to figure out what Starscream had done just yet.

When he just stared at him, Starscream smiled deviously and stopped right in front of Megatron, his smirk almost as powerful as the angry group of Decepticons behind their master’s back.

Megatron waved them away and growled, “Why do you threaten Starscream? He has done nothing wrong!”

As the Decepticons backed off, Starscream chuckled lightly and began, “Yes. I have done nothing wrong. I come as a loyal servant to you, oh mighty Megatron. I come with good harm as your second in command of the Decepticons. I come…to serve you, lord Megatron.” He finished by bowing at his master’s feet.

With his mind in a bundle, Megatron held his hand out towards Starscream.

“Rise, my loyal disciple. You are always welcome into our ranks….as our Air Commander.” Megatron told him, watching as Starscream slowly rose back to full height. He saw him smile…but sensed something behind it. Bad-will? Betrayal? Cleverness?

He couldn’t think for long when Thundercracker tried to interrupt.

“Hey! You said I was the new Air Commander!”

Megatron whirled around and socked the Seeker in the face, sending him flat on his back. He began to scold him. Starscream smiled.

“YOU DARE QUESTION ME?!” Megatron bellowed, pointing his riot cannon right in Thundercracker’s vision.

The Seeker immediately fell prey to fear, shaking his head as quickly as seemingly passible as he tried to muster out a quick apology. “N-no! Never, lord M-M-Megatron! I would never!”

“Good.” Megatron snarled, pointing his riot cannon to the far ground instead. Thundercracker crawled away towards Skywarp right into the Decepticon army, all of them glaring at Starscream. Many of them were like Thundercracker, wanting to tell Megatron (who had obviously lost his memory) that Starscream had betrayed him, shot him off a cliff, and took command of the Decepticons. But after seeing what happened to the Seeker they kept their mouths shut.

The Decepticon leader brought his head back towards Optimus Prime, his optics growing wide. Not at his hated brother…it was something behind him.

Twilight Sparkle sighed heavily. She couldn’t help a smile creep across her face. It was the perfect time to smile. Like Optimus had just told her, they had won. The Crystal Heart was back spreading peace and love throughout Equestria, King Sombra was vanquished for good, Queen Chrysalis retreated back to the Badlands, the Decepticons invading her home were destroyed, and best of all….she never had a single doubt.

Okay, fine, she admitted it. Twilight DID doubt they were going to win. The odds were stacked so high against them. But thanks to some very brave aliens and a large helping of hope their home was safe and sound once more.

Or so it seemed…

A large boom came from behind, momentarily shaking the earth around them until it stopped. The crowd of ponies began to shriek, others murmured to themselves while several colorful eyes were darting back and forth.

The Element Bearers exchanged glances once more, all of them falling on Optimus Prime.

Optimus didn’t return their stares…his eyes were focused clearly on what was behind them.

“No…it can’t be.” He muttered, the other Autobots gasping in unison.

Gulping in fear, Twilight slowly began to turn around. When she did, Twilight looked up into the skies to see something truly terrifying.

Covering at least a small portion of the cloudy skies was a black hole.

But this was violent. The outsides of the vortex were spinning out of control. The skies that were surrounding the black hole were being torn apart, showing brief signs of dark outer space among the black hole’s ridges. The vortex was covered by spinning storms, which quickly had lightning crackling around them, thunder crashing as loud as the sound of a tidal wave crashing against the land, or an earthquake destroying a building.

While her friends began to murmur words of worry to one another, Twilight kept her eyes locked on the black hole for as long as possible. She grew even more terrified when she saw it growing bigger.

She somehow found the courage to speak.

“…W-what…what is that?”

Shockwave approached from behind the Decepticon ranks, pushing his way upwards until he was standing at Twilight’s side. She looked up to him, eyes brimming with a mixture of fear and curiosity. He began to speak.

The Decepticon cyclopean scientist scanned the black hole over and over. He shook his head. It couldn’t be true. How it even formed surprised him. But knowing they were all waiting for an answer, especially Megatron who didn’t know what the scrap was going on, Shockwave crossed his arm over his blaster.

“My scanners show the black hole you all see before you is not really what you think. It is the Space Bridge portal,” Shockwave explained, receiving several gasps from the ponies below him, “Further investigation shows that due to the highly applied dose of Energon reserves held within the portal that the Crystal Heart’s explosion sent a wave of energy colliding to the void of the portal, making the entire resulting substance completely unstable.”

When no one spoke out, he continued, “It will not be long now. The Space Bridge is slowly drifting closer and closer to this planet. Once it has reached its approximate location, breaking the skylines and ripping the atmosphere apart, it will proceed to devour all Cybertronian substances that infest this world until they are no more.”

“That’s a good thing…r-right? Ya know like a clean-up crew to clear away all this debris?” Rainbow Dash inquired with her hoof pointing towards a fallen dropship. She turned her head back towards Optimus to see him nodding his head in agreement.

He wasn’t nodding.

He wasn’t moving.

All he did was answer her question in the most terrified tone they had ever heard.

“No…the portal is going to destroy the planet…including us.”