• Published 24th Feb 2014
  • 1,466 Views, 65 Comments

MLP/Transformers: Fall of Equestria - Agent Maine



After replacing Starscream with a cloned Dreadwing, Megatron sets his sights Equestria.

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Chapter 1

For Princess Celestia the day was going along quite smoothly. She got up this morning to raise the sun after her sister lowered the moon as she normally did. She had a wonderful breakfast of cake with cloud frosting that her chef had made for her. Read the most recent friendship report from Twilight, and then went to the courtroom for open court. Other than a few business ponies who wanted set up unsafe mining operations, things were going well, too well it seemed for Celestia. After the last pony left the courtroom, Celestia decided to see how her sister was doing; she hadn't been getting a good days sleep for a week.

She did her best to help her sister, but nothing seemed to work. She had brought in experts to examine Luna, but they found nothing wrong with her. Even sleep spells didn't work for long, yet Luna assured Celestia that she was fine. The last time something like this happened was a thousand years ago right before Discord rose to power. However Celestia knew Discord couldn't be responsible for this since twilight and her friends had returned him to stone.

Perhaps this time I'll find her asleep. Celestia wished to herself as she neared Luna's chambers.

Before she could get there though, the castle shook violently as there was a massive explosion outside. Following the explosion were panicked screams and shouting. Princess Luna quickly appeared from her room and ran quickly caught up to Celestia as she ran towards the nearest balcony.

"What in Equestria is going on?!?" Luna demanded as they approached the balcony.

"I wish I knew dear sister, but I suspect we're about to find ou-” She didn't finish what she was about to say as they reached their destination and the sight outside shocked her into speechlessness. Flying through the air were these purple metallic creatures that were firing some sort of red magic at the ponies below, destroying several buildings in the process. A group of them made a weird sound as they morphed midair into some kind of creature that was twice the size of a manticore, had 2 arms and legs, and a head with only one eye. These mysterious invaders landed in the town , and then they morphed their arm into some sort of cannon, then began to open fire once more on the ponies below.

Before Celestia and Luna could intervene, a larger blue creature headed straight for the 2 princesses, and began to open fire upon them. Thinking quickly, Celestia summoned up a shield spell around the balcony and deflected the magic bolts. The beast flew past them, but then doubled back, Celestia presume to attack again. Once it passes by again, I'll lower the shield and blast it and then I can coordinate defenses Celestia thought to herself. However the creature seemed to have other plans, because instead of shooting magic at them, the creature launched 2 projectiles at them. Before either Luna or Celestia could brace themselves or strengthen the shields, the projectiles exploded against the shield. The explosion shattered the shield, and completely destroyed the balcony, and sent them flying against the wall on the other side of the corridor.

The shield absorbed most of the blast, so Celestia and Luna didn't get hurt too badly. They picked themselves up and looked out the giant hole the explosion left where the balcony once was.

"Luna, I need you to coordinate defenses with the royal guards and get the civilians off the streets, I will take care of the blue creature, I presume he's the leader." Celestia said in a calm voice to her younger sister.

"But sister, thou saw how large that thing is! I should stay here and help thou take that monster down!" Luna said with a tone of concern.

"I can hold it off until our subjects are safe, until then you're needed out there." Celestia replied. Luna wanted to argue more, but she knew that they couldn't waste more time. So she nodded and ran off to defend her subjects, leaving Celestia to wait for the beast to confront her.

She didn't have to wait long, the creature flew in through the hole and morphed into a creature similar to the ones outside, but this one was larger, and had 2 eyes and a mouth.

"Your Majesty, I regret to inform you, that you are about to be dethroned." The creature stated while pulling out a cannon that formed out of its back.

While initially surprised that the being could talk perfect Equestrian, she quickly recovered, and asked "who or what are you and why are you attacking us?"

"My name is Dreadwing, humble servant to Lord Megatron, leader of the Decepticons." He replied, "And we've come to this world, to harvest the energon that resides on this planet, and you are simply in our way."

Celestia looked puzzled by what Dreadwing said. She had never heard of this energon, and if they were in the way, why didn't these Decepticons just ask them to move?

"I don't know what this energon is, but if you want it so badly that you'd attack innocent ponies to get to it, then I won't let you to have it” She said sternly.

Dreadwing was unphased by this and replied "You misunderstand, you don't have a choice!" he then proceeded to fire upon Celestia.

Celestia quickly summoned another shield spell to block the shots. After blocking them she dropped the shield and took flight, while there wasn't much room in the hallway, she would at least have more room to maneuver than this "Dreadwing" does.

Charging her horn with magic, she began to return fire, she couldn't stay in one spot to aim for too long or else she risked getting hit by Dreadwing's shots, so she missed from time to time. When she did hit him though, she did little to no damage. Celestia didn't like killing, so when a threat came up that she needed to take care of personally, she always applied just enough magic to knock them out with little damage done. However, she feared this fight would require her to use larger amounts of magic that would normally prove fatal to ponies.

Dodging more of Dreadwing's shots, Celestia charged her horn with more of her magic before letting Dreadwing have it. Instead of shooting one large blast of magic, she divided it into smaller blasts, effectively showering Dreadwing with a barrage of magic. Dreadwing had to let goof part of his cannon to shield his face, as the force attack was more than he predicted. The force of it was so strong that Dreadwing was actually sliding back a few feet, and dropping his assault cannon to try and shield himself more. Celestia finished her attack, partially pleased that this time she had done more damage to her foe this time.

Dreadwing had to admit, he hadn't imagined this small creature would put up this much of a fight. She was easily deflecting his shots, while she returned fire with some kind of energy that she shot from her horn. He wasn't expecting any offensive or defensive attacks from these beings since they had not seen any sign that they knew any form of violence during their week of spying.

However he wasn't about that stop him, he picked up his assault cannon and put it back on his back, before drawing his sword. "I must admit, we didn't think any of you organics were capable of putting up this kind of fight."

"We ponies are quite capable of defending ourselves. Please end to this attack before more lives are lost!" Celestia pleaded, but Dreadwing only smirked.

"You sound alot like Optimus Prime." he commented before pointing his sword at her. "If you wish to end this, submit yourself to me and I will make your end swift Queen?"

"My name is Princess Celestia, and I will never willingly submit myself to your sword!"

"I was hoping you'd say that, Princess." He said with a smirk, before charging at her. He jumped into the air, before swinging his sword down towards Celestia, but she teleported out of the way. As much as he tried, he wasn't having much more luck with his sword than he had with his assault cannon. She kept dodging his sword each time he swung it at her. She apparently was as fast as she was small, while compared to her, he was too large and too slow.

A quick blast to his chest sent him stumbling back a few steps, her energy blasts were not unlike that of common cybertronian weaponry, but they were slightly weaker. They didn't do much damage, they packed more of a punch. Dreadwing Suspected she may be holding back, but it didn't really matter to him. He quickly recovered, and smirked, like most Decepticons he enjoyed a good challenge.

"I underestimated your royal highness" he commented, slowly starting to walk around the white royalty.

"There's a reason I've ruled over Equestria for over a thousand years." she replied, doing likewise.

Dreadwing figured that if he could blast her against the wall, she be dazed enough that he could finish this fight. All he needed was for her to take a few more steps and she would be perfectly in place for his plan, what he didn't notice was that he was angling himself towards the hole in the wall.

With one final step, Dreadwing quickly put his sword back, then drew his assault cannon and cocked it, then launched 3 grenades at her.

However she quickly enveloped them in an energy field from her horn and with a spin redirected the grenades back toward Dreadwing. Before Dreadwing could react, the grenades exploded sending him flying out of the room. A building broke his fall, but he was a little daze from the explosion. His optics soon recovered and he was up on his feet.

Before he could resume his battle with the white alicorn, a Ground bridge opened a several feet away. Out of the ground bridge came a swarm of insecticons making their usual battle cry. He hadn't requested reinforcements, which could only mean Megatron had sent them, which probably meant he'll be following shortly. His reasoning proved correct as the Decepticon leader walked out of the Ground Bridge. After looking around Megatron spotted Dreadwing, as he walked up to Dreadwing he didn't look pleased.

"Seeing as how you can't defeat a small 4 legged creature, I will do it myself!" Megatron snapped, as he turned towards the castle he glanced back and said "Just try and do you best to take down the other one, I want her alive though. She and whoever else the insecticons can capture should provide Shockwave some interesting details about their species." He then transformed and flew off towards the hole in the castle wall.

Determined to not fail his master once again, Dreadwing transformed and flew off in search for the other ruler of this planet.


As Megatron flew closer, he saw his target emerge from the hole. She seemed to take note of his presence, and just stood there while a glow started to emanate from her horn.

Does she really think any attack she can throw at me will work? Megatron pondered, increasing his speed in an attempt to ram into her before she could attack. The closer he got, the brighter the glow from her horn got. Right as Megatron was about make contact, she disappeared in a bright flash that blinded Megatron for a few seconds since he was so close. Missing his target, Megatron crashed through two walls. He quickly recovered and transformed back into robot mode, he looked around for the ruler when he heard a noise to his left. There he saw who he was after staring at him with a stern look.

Megatron smirked, "It's not every day that I get out maneuvered by a lesser being." He stated.

"I presume your Megatron, leader of these Decepticons?" She replied.

Megatron gave a theatrical bow as he replied "One and the same, your highness, unfortunately though, your reign is about to come to an abrupt end." He then began to fire upon her with his Fusion Cannon.

Celestia was initially surprised by how his weapon was just on his arm, seeing as how all the weapons she had seen came from the other attackers came from their own bodies. She didn't let this distract her for too long as she quickly took to the air and dodged his shots. One shot however, met it's mark, sending Celestia against a wall. Thanks to her split second shielding, she didn't get injured too badly. She then charged her horn with as much as it could take for one large blast right at the center of Megatron’s chest. She then released it towards its target where it it him dead on target. The light from the blast blinded her vision for a second, but when it cleared up she was shocked with what she saw. Other than leaving a black burn dent, burning the insignia on his chest off, her attack didn't damage Megatron at all!

Megatron looked annoyed at the failed attempt to harm him and said "My turn". He then reached back and drew the Dark Star Saber from his back. As it began to glow, Megatron swung the blade horizontally in Celestia's direction, thus send a dark purple energy wave in her direction.

She quickly brought up a shield spell, but it was a futile effort, the wave broke right through it with ease and hit her like a meteor and carried her through two walls. The force of the attack, plus being forced through two walls, had knocked out Celestia, sending her plummeting to the ground!

Author's Note:

I decided to divide this chapter into two chapters so I could have room to edit things, that and it felt like they should be separate.

If you find any errors, problems, etc, please point them out in the chat section below.

Edit: I've cleaned this up some, so hopefully this chapter is more enjoyable.