//------------------------------//
// Fluttershy vs. Megatron 
// Story: Maximares Rising 
// by Cydra 
//------------------------------//

Maximares Rising

Chapter 7: Fluttershy vs. Megatron

It was a bright and sunny day. Fluttershy sang happily to herself as she watered the flowers in her garden. These were the ones the animals weren’t allowed to eat. But there was still plenty for her furry friends to eat. In fact, she was going to a picnic in just a little bit. She went back into the house and put all the various edibles in her basket. “Ready to go, Angel?” she asked sweetly.

Her stubborn little bunny friend nodded before hopping into the basket. “No, no, Angel. Last time you rode in the basket, you ate all the food before we got there,” said Fluttershy. Angel rolled his eyes with annoyance before hopping out of the basket and onto Fluttershy’s back. “That’s better. Now off we go,” said Fluttershy before flying out the front door.

Pretty soon, they had come to the meadow where her animal friends were waiting for her. “Hello, everyone, I hope you’re feeling well today,” said Fluttershy, “I’ve brought you all treats. Prickles, here’s your corn. Mr. Bear, I brought you some salmon. And I’m sure everyone would like to have some sunflower seeds.” The various animals chittered and cheeped their approval. “This is going to be such a lovely day,” said Fluttershy happily.

No sooner had she said that there was a deep rumbling sound and the ground started to shake. “Oh dear, is that an earthquake?” asked Fluttershy, looking around. It sounded too close to be an earthquake and yet the ground wasn’t shaking enough. Was there a stampede coming?

Suddenly, there was the loud cracking and crashing of trees being knocked over. Fluttershy looked in one direction to see some large machine was pushing its way out of the forest. Its treads were flattening everything in its way and it had a large cannon that was smashing everything that the treads couldn’t reach. It seemed to have a head with a large jaw, a narrow mouth, and a red visor with a dot in it sweeping side to side like a searching eye.

Before Fluttershy could ask what the machine is, it started firing its cannon. Wherever the red beams struck plants, instead of being blown apart, they became a shiny metallic blue, looking completely lifeless. However, the machine wasn’t satisfied with just blasting plants. Several beams started to hit her animal friends, who also petrified into metal statues.

“No! Please stop!” cried Fluttershy as she saw her friends one by one being turned to metal. Even Angel Bunny was frozen as he was fleeing. “Why are you doing this?” asked Fluttershy, tears thick in her eyes.

The ‘head’ of the machine swiveled to look at her and a deep voice growled out, “Organic filth…” Then the cannon aimed at her and fired.







When Fluttershy woke up, the only thing she was aware of was that she was careening out of control. And that was only through the sensation of spinning weightlessness. She couldn’t see anything and all she could hear was a loud beeping and a female automated voice saying “Error, error, stasis pod integrity compromised. Impact with surface in 2 cycles.”

Fluttershy had no idea what that meant, but she could tell she was in trouble. “Help! Help! Somebody help me!” she cried, though she wasn’t sure if there was anyone to see her, let alone hear her.







Cybertropolis, the capital city of Cybertron, should have been a bustling settlement filled with Transformers going about their business in both vehicle and robot modes. Instead, it was an eerily quiet graveyard with no signs of life. The occasional group of motorcycles, tanks, and jets didn’t count as every one of them was a lifeless drone. There were extremely few machines there that were actually alive.

One of them was extremely hard to miss, considering it had the form of a giant floating head. The head’s red eyes showed little in the way of emotion, except for the occasional expression of annoyance and anger. Right now, its focus was on a small object entering Cybertropolis’s airspace. Its optics were able to narrow its focus on the object and correctly identifying. “A stasis pod, well, this brings back old memories,” said the head in a deep menacing voice before saying, “Jetstorm, Thrust.”

At the big floating head’s command, a jet and a motorcycle flew and rolled into a plaza in front of the head before shifting into robot modes. “What are we blasting today, Megatron?” asked Jetstorm, “Maximals, Maximals, or more Maximals?”

“There is a new arrival about to land on Cybertron,” said Megatron, “A stasis pod will be crashing within Cybertropolis within the megacycle.”

“A stasis pod?” asked Thrust, “I thought they were all scrapped.”

“Well, there are some bots who just can’t get the times,” said Jetstorm, “So, you want I should shoot this pod before it lands?”

“I want the spark that’s inside,” said Megatron, “Use the transformation virus, extract the spark, and send the body to be recycled.”

“Aw, the virus takes all the fun out of the chase,” grumbled Thrust.

“I do not want to waste time with this,” said Megatron sternly, “We cannot allow the Maximals to add another organic mongrel to their ranks. Now go!”

“Last one there has to drag the shell to the processing plant. Jetstorm, Afterburn!” said Jetstorm before changing to jet mode and flying off.

“Thrust, Overdrive!” said Thrust before turning to motorcycle mode and riding off.







Megatron wasn’t the only one watching the sky. A tall yellow robot with purple spots and long gangly legs was looking up as something tumbled down from the sky. He was taking a risk being in robot mode, but he had to use his communicator before the Vehicons picked up his signal. “Big Bot, we got a UFO coming down in Cybertropolis,” said the spotted bot.

The communicator showed a holographic projection of a gorilla’s head. “Is it a starship?” asked the gorilla.

“No, way too small,” said the spotted bot, “If I didn’t know better, I’d say it was a stasis pod.”

“Hmm…well, whatever it is and whoever’s inside it, we can’t let them fall into Megatron’s hands. Nightscream and I will meet up with you and we’ll find this ship when it lands,” said the gorilla’s head.

“Optimus, we can’t afford to wait,” said the spotted bot, “The ship looks like it’s going to crash at the old racetrack and I can get there before you guys can. I bet my spots that Megatron has already sent Jetstorm and Thrust after it.”

There was a long pause before Optimus said, “Be careful, Cheetor. Don’t engage more than necessary. Just find that ship, save the Maximal, and get them underground.”

“Fine. Out of curiosity, what if it wasn’t a Maximal inside?” asked Cheetor.

“Would that make a difference to Megatron?” asked Optimus rhetorically, “He wiped out both Maximals and Predacons. Vehicons are the only ones who mean anything to him now.”

“And given that all but two are sparkless drones, that shows a lot about him,” muttered Cheetor before saying out loud, “I’ll make it there. I can run faster than either of those two clowns.”

“Not a hard feat when they don’t have feet,” said a voice in the background.

Cheetor and Optimus automatically said, “Shut up, Rattrap.”

“Eh, just like the good old days,” said the voice.

“Run swiftly, Cheetor. The Matrix will guide you,” said Optimus before he hung up.

“Matrix or not, I’m still getting to that ship,” said Cheetor before he morphed into his cheetah form and dashed off.







Fluttershy wasn’t quite sure when she blacked out. One moment, she was tumbling helpless inside a confined space. The next, she was prying open the lid of the metal container she was in. She managed to climb out and look around in confusion. It looked like she was in a stadium of some kind. It reminded her a lot of the stadium in the Crystal Empire, but even larger. Also, everything was made out of metal, even the ground. When Fluttershy looked up, she saw a night sky that she didn’t recognize, along with a large metallic moon that was nothing like the one she was used to seeing. “Where am I?” she asked herself, “How did I get here?”

Fluttershy tried to extend her wings, but she immediately felt that something was wrong. She looked at her back and saw that they weren’t there, only a pair of circular seams. “They took my wings?!” yelped Fluttershy, “Oh no, oh no, oh no, what am I going to do?” Then she felt a slight whir under her skin and a small pair of thrusters extended from those seams. “What in the world?” she asked as she felt the thrusters. 

They felt like metal. In fact, her actual back felt like metal. It was then that Fluttershy noticed the seams on her body. “What did they do to me?” asked Fluttershy, “And who were they in the first place?” She tried to remember what caused this, but everything before today was a blur.

Just then, Fluttershy heard an odd reverberating sound. It sounded vaguely like a swarm of wasps getting closer, but it was very different from anything Fluttershy had ever heard before. The source of the sound was soon seen as several wheeled machines started coming through archways and zooming around the track. They resembled turbo-charged scooters to Fluttershy, though she was able to notice that each had an insect-like head. She heard a whooshing sound overhead and she looked up to see flying machines that looked vaguely like metal cranes. It took Fluttershy a few seconds to realize that these machines were surrounding her from every direction.

Then two larger versions of the machines with yellow marking approached her before changing into some kind of creature. The flying one became a figure with one leg that hovered off the ground while the scooter became another one-legged creature that rolled on one wheel. “Hello, this is Cybertron Spaceport Security and it looks like you’ve made an illegal landing,” said the flying one in a mocking voice.

“Got anything to declare?” asked the wheeled one in a snarking tone.

“I-I don’t even know where I am! What is this place?” asked Fluttershy.

“Cute defense,” said the wheeled one sarcastically.

“Ignorance of the law is no excuse for breaking it,” said the flying one, “Speaking of which, you’ve got an organic beast mode. That’s very contraband here. We’re gonna have to confiscate your spark.”

“My what?” asked Fluttershy.

“Just relax, you won’t feel a thing. Except maybe your life being yanked outta ya,” said the flying one as he held up a creepy cylinder-shaped device with four claws at the end.

That was more than enough to make Fluttershy turn tail and run. “Got another runner,” said the wheeled one, “Cycle Drones, let her have it!”

The mechanized scooters started shooting at Fluttershy, who was somehow able to avoid being shot. “Ooh, tough luck, Thrust. Let me show you how to really get them,” said the flying one, “Aero Drones, bombs away!” The flying machines flew lower and started firing several missiles. Where each one hit, a cloud of green gas burst out. It wasn’t long before Fluttershy was coughing hard on the gas.

“That oughta soften her up,” said Thrust as he started rolling towards her.

Just then, a yellow and purple blur hit Thrust with enough force to knock him over. The flying one didn’t have time to react before he was slammed into too. When Fluttershy opened her watering eyes again, she saw a cheetah with purple spots in front of her. “If you want to keep your spark, come with me,” said the cheetah.

Fluttershy was shocked. The cheetah was actually talking to her. She could understand the speech of animals, but this one was actually talking. But then some shots from the Cycle Drones reminded her that this was hardly the strangest thing going on and she would probably be in better hooves with the cheetah. She followed the cheetah as it ran.

“You got hit by that gas?” asked the cheetah.

“Yes,” panted Fluttershy.

“That means you won’t be able to transform. Just stay close to me,” said the cheetah. As they approached the ring of Cycle Drones, the cheetah jumped and stomped on drones, using them as stepping stones. Fluttershy attempted to follow, but the drones moved too quickly beneath her. She did get to the other side, but not nearly as gracefully as the cheetah.

Seeing the drones were coming for them, Fluttershy desperately tried to fly with her thrusters. All she got was a harsh zapping sensation as sparks jumped across her back. “The virus must be kicking in,” said the cheetah, “Get on my back and I’ll carry you.”

“But won’t you catch it too?” asked Fluttershy.

“Not anymore. I’m technorganic,” said the cheetah before helping Fluttershy on his back and dashing off. As he ran, Fluttershy noticed the cheetah was more unusual than she had thought. She could see mechanical parts on it, places where circuits were obvious. But at the same time, the fur she was feeling felt real. 

She didn’t have much time to contemplate as the drones chased after them and Fluttershy had to cling on harder.







Meanwhile, Jetstorm and Thrust were getting back on their feet, so to speak. “Smooth move, biker bot. You let that pussycat get the drop on you,” sneered Jetstorm.

“Like you did any better,” said Thrust, “Let’s not waste time arguing. They’re getting away.”

“Relax, Wheelie. We’ll get that bad ol puddy tat and the pony-bot before they go underground,” said Jetstorm.

Suddenly, Thrust froze up as he felt an unusual pulsing in his chest. “Pony…bot…” he said in a distant voice as his eyes flickered purple and distant memories started coming back to him.







The vast interstellar distance between Earth and Cybertron is very great. Most Transformers would require some sort of star ship to travel between the two. However, Waspinator didn't have a ship nor was his new jet mode built for fast interstellar travel.

"Wazzpinator likes new jet form. No more being shot. No more crowded ship. No more being called useless," Waspinator said, happily, looking around before saying gloomily, "Wazzpinator just wishes it was alot faster. This will be long trip."

In fact, if it wasn't for Starscream's influence allowing Waspinator to tap in transwarp space, he'd probably be flying for millennia. But at least he was able to jump forward in time and space long enough to let his wings recharge at the nearest star before flying on to the next one. The current star seemed tame at least...the last one had been surrounded by weird metal squid ships.

But at very long last, he entered Cybertron's star system and was approaching the blue metal planet. Who cares if he was wanted by both the Maximals and the Predacons? He could always blame the entire thing on Megatron and find a way to weasel out of it. "Cybertron never looked so good," sighed Waspinator, "Wazzpinator finally home..."







Five seconds later...

 

"WAZZPINATOR HATE HOOOOOME!!!" screamed Waspinator, being forced to dodge lasers, pulse blasts and missiles as the planetary defenses attempted to shoot him down. "Why Cybertron try to blow up Wazzpinator? Wazzpinator didn't do anything!" wailed Waspinator. 

Another shot didn’t provide an answer, making Waspinator realize he needed to land...immediately. He could always hide in the undercity.







Cybertropolis was a lot less friendly than Waspinator remembered. He hadn't been in the city limits one nanoklik before many jets were flying after him. They weren't even telling him the reason they were trying to shoot him or anything at all for that matter.

"LEAVE WAZZPINATOR ALONE!" screamed Waspinator, giving his jet form and its weapons a run through their paces, but for every jet he blew away, three more would join in.

In desperation, he flew into a too-narrow space between the buildings for the jets to follow. He landed in robot mode and started running through one of the side tunnels.

Even this wasn’t peace as several bot bikes were after him in short order. At least they weren't trying to blast him apart. Just throwing canisters that was letting out a green gas.

"Why doez universe hate Wazzpinator?" moaned Waspinator, turning a corner.

He thought the gas was supposed to be a smokescreen, but the more he passed through it, the weaker he felt. "Leave...Wazzpinator...alone…" he managed, getting slower, the cycle bots overtaking and surrounding him.

Just then, Waspinator felt a painful surge overtake his body. He staggered as he felt his form changing drastically. Before he knew it, he was back in his original organic wasp mode. “Aw glitch,” groaned Waspinator, “Wazzpinator just got that upgrade.” He tried to fly off only for the bike bots to shoot back to the ground. They grabbed the stunned bug and drove off with him.







Waspinator started to feel nervous as he was taken into the Council Citadel. Of course, being taken to the Tripredacus Council wouldn’t have been much better, but the Maximal Elders weren’t going to be light with him. Though sending these bots and downgrading him was a lot more ruthless than what Maximals usually do.

Eventually, Waspinator was dumped in the central chamber, though the clamp on his wings kept him from flying off. Not that he was likely to since he kept getting painful shocks because of the virus that was keeping him in beast mode.

Strangely though, the chamber was empty. No Maximal Elders to judge him for his crimes, no guards. In fact, there was barely even any floor asides from the floating blocks. Waspinator was wondering if this was actually a prison when something began descending from the ceiling. 

At first, it looked like a giant grapevine with a very large bunch of grapes at the end. But as it got closer, Waspinator could see that the vine was made up of dozens of wires which were connected to a figure in a control harness, that was cloaked in panels of metal and wearing a cage-like helmet. “Well, well, the prodigal crewmember returns,” said the figure in a very familiar voice.

“Megatron?” asked Waspinator in surprise.

“It has been quite a while, hasn’t it?” asked Megatron, “Do you like the improvements I’ve made to the planet? No more Maximals, no more chaos, no more organics. Speaking of which, you should have left your beast mode back on prehistoric Earth.”

“Earth was mudball of mizzery,” said Waspinator, “Wazzpinator wanted to come home with cool Transmetal body, but jet bots blew Waspinator out of sky and bike bots downgraded Wazzpinator.”

“My Vehicons are rather remorseless, but I made them that way,” said Megatron, “This planet is completely unified under my superior guidance. The disharmony of individuality has been erased now that I am in command.”

“Where izz everybody?” asked Waspinator.

“Oh, they’re all very close. You’ll be joining them soon,” said Megatron. Waspinator would have asked what that meant, but then his body started sparking again. “Ah, is my virus causing you pain. Don’t worry, my dear Waspinator, you’ll never have to worry about pain again.” At that, his right arm extended into a canister device with four sparking claws on the end. Waspinator felt a lot of unease as it got close to him.







With a great effort of will, Thrust forced himself out of his spark’s memories. The only reason his spark acted up like that was two previous encounters with pony-bots that didn’t turn out well for him. But that didn’t matter now. Thrust was who he was now. Whoever he was before was nothing but a power source, a power source that actually liked his new persona. And he wasn’t going to let that get in his way.

“You ok there? Need a reboot?” asked Jetstorm.

“I’m fine,” said Thrust, “Just need to defrag my files. Let’s get those beasts before they get too far.”

“Only if you can keep up. Jetstorm, Afterburn!” said Jetstorm before shifting to jet mode and flying off.

“Thrust, Overdrive!” said Thrust before racing off in cycle mode.







Fluttershy had to cling tightly to the cheetah to keep from falling off. She had heard that cheetahs were really fast, but she never saw that for herself. She doubted she could move this fast if she were flying. “We should be safe once we’re underground,” said the cheetah, “Well, we’ll have to get the bikes off our trails, but then they won’t be able to find us for a while.”

“I can’t hang on much longer,” cried Fluttershy.

“Just a little longer,” said the cheetah before darting into a tunnel. A large crevice in the floor allowed the cheetah to jump down. Fluttershy let out a small scream before they landed. “Relax. I’ve been through here before. I know where to jump to,” said the cheetah before leaping from ledge to ledge, heading further down.

Gradually, the sound of pursuing drones dimmed. The fliers couldn’t go down a crooked passage like this and the scooters definitely couldn’t climb or jump. As soon as they got to an even floor, the cheetah said, “Ok, we’re safe, but we better keep moving. Our signals should be blocked, but I’m not taking chances.”

Fluttershy nodded and got off the cheetah. No sooner had she done that, then sparks zapped across her body, causing her to wince. “It…hurts…” she groaned.

“I know. We need to take you to Optimus. He’ll be able to fix you,” said the cheetah, walking in a direction.

“Who’s Optimus?” asked Fluttershy, following the cheetah.

“Optimus Primal is our leader and despite what some guys might think, he’s a good one,” said the cheetah.

“How many of you are there?” asked Fluttershy.

“Not a lot. Certainly doesn’t feel like enough to take on a whole planet,” said the cheetah.

“A whole-” started Fluttershy before wincing as she sparked again.

The cheetah gave her a concerned look. “Can you run?” he asked.

“For a while, I think,” said Fluttershy.

“Then let’s pick up the pace,” said the cheetah, “We need to get you to Optimus before you shut down.” With that, the two of them headed off at a faster pace. Fluttershy saw that the cheetah was holding back so that she could run with him. She hoped it wouldn’t be too much farther. These shocks were getting painful.

As they were passing through a larger chamber, a particularly bad shock made Fluttershy cry out and fall. The cheetah immediately stopped and said, “Are you ok? Can you still get up?”

Fluttershy tried to lift herself up, but a bad spasm in her leg forced her down. “I can’t stand,” she said weakly.

“You think you can get on my back again?” asked the cheetah with concern.

“I…I’m not sure,” said Fluttershy, her limbs were feeling pretty weak.

“You just need to hold on a little longer. We need to get to Optimus,” said the cheetah.

“Don’t worry, Cheetor,” said a deep voice, “We came to you.” Fluttershy lifted her head to see a gorilla walking around a corner. But like the cheetah, there were parts about him that were obviously mechanical, namely the huge brass knuckles and the metallic panels on his arms.

Other odd animals followed the gorilla. There was a green rat with a metal tail and a saddle-like depression in its back, a giant magenta spider with very long legs, and a brown and teal bat. Each of them seemed to be a blend of organic and mechanical. The rat looked at Fluttershy and said, “Boy, that’s the most unrealistic horse mode I’ve ever seen.”

“How many horses have you seen?” asked the bat derisively.

“There’s no time for jokes,” said the cheetah who was apparently Cheetor, “The virus got her bad. We need to take her to the Oracle.”

“By the looks of her, I don’t think she’ll make it,” said the spider with a concerned female voice.

“Then we’ll have to reformat her here,” said the gorilla as he approached Fluttershy.

“Optimus, wait. You were exhausted for days after you reformatted Nightscream,” said Cheetor.

“Hey, I didn’t mean for him to be drained,” said the bat.

“There’s no alternative. Her spark is growing weaker from the virus,” said Optimus, “Anyways, my connection to the Oracle is stronger now. I think I will manage it.” He leaned down to Fluttershy and said gently, “You might feel discomfort, but it’s the only way to save you. Just relax and let the power of the Oracle remake you.”

Fluttershy quivered as she felt a dimness in her. “Please, hurry…” she said weakly.

The ape’s eyes started to give off a bright white glow before a similar light came from his chest. Not long after, a beam of white light came out of Optimus’s chest and into Fluttershy’s. 

Fluttershy gasped as she felt a sensation she could barely describe. The closest she could think of was when the Rainbow Power gave her the ability to fight Tirek. She could feel the energy filling every portion of being, shifting into a new shape.
The first sensations she felt was in her hooves. Normally indistinguishable from the rest of her legs, they became covered in metal as her legs grew longer. Brown feathers appeared on her ‘elbows’ and shoulders while pink fur appeared on her ‘knees’ and hips, covering up her Cutie Mark. A pair of blue panels appeared on her hind legs as well. 

The energy went to her thrusters and turned them back into wings, but ones with long blue feathers made of thin metal. Her tail lost most of its hair, revealing a long cordlike appendage that still had some pink hair like banners and ended with a long tuft. Her head was left mostly intact, but took on a similar circuit-line aesthetic as the other animals. Finally, a blue collar with her Cutie Mark on it appeared on her neck.

When the light finally faded, Optimus sagged a bit, looking a little winded. “Big bot…” said Cheetor with concern.

“I’m fine, Cheetor,” said Optimus, sounding a little tired, “It’s not as bad as last time.”

Fluttershy slowly got to her new hooves and looked at herself with amazement. She was still organic, she could feel it, but clearly mechanical. She was also taller than before, the size of a real horse. “What am I?” she asked.

“It’s called technorganic,” said Optimus, “It’s a perfect blend of cybernetics and organic tissue. We are all like that.”

“Only in our case, we’re real animals,” said the green rat.

“Rattrap,” said Cheetor warningly.

“Oh come on? A winged horse? What’s next, a unicorn?” asked Rattrap.

“Unicorn…wait, have any of you seen my friends?” asked Fluttershy.

“You were the only one in that stasis pod as far as I can see,” said Cheetor.

“And those things aren’t built to hold more than one,” said the spider.

“Maybe they’ve landed elsewhere,” said Fluttershy.

“I only saw your pod falling from the sky,” said Cheetor, “Megatron might have gotten the others, but I don’t think there are any others.”

“Who is Megatron?” asked Fluttershy.

“Boy, are you out of the loop,” said Nightscream, “How long have you been away from Cybertron?”

“Cyber-where?” asked Fluttershy with confusion.

There was a long pause before Rattrap said, “Oh boy, another Maximal with fragged datatrax. At least she knows she’s not a Predacon.”

“Maximal? Predacon?” asked Fluttershy.

“Looks like she doesn’t even know she’s a Transformer,” said the spider.

“Blackarachnia, please,” said Optimus sternly before turning to Fluttershy, “It’ll be safer to talk when we’re further down. We’ll try to fill in your missing datatrax on the way.” With that, he started walking down one of the tunnels and the others followed.

Fluttershy hesitated a moment before Cheetor said, “You’ll be fine. You can trust us.”

Fluttershy nodded before following the technorganic cheetah.







During the long walk through the tunnels, Fluttershy got a brief history of Cybertron, homeworld of the Transformers. She was told about the Autobots and Decepticons, the Great War that was fought for millions of years, of how the Decepticons were finally defeated when Optimus Prime and Rodimus Prime finally defeated Galvatron. 

After that, Cybertron was at peace for 300 years, the Autobots and Decepticons eventually rebuilding themselves into smaller, more energy-efficient bodies and rebranding themselves Maximals and Predacons.

Of more relevance was when Optimus Primal and his crew pursued Megatron to what was eventually revealed to be prehistoric Earth and the Beast Wars that took place there. The Maximals had won the final battle and were returning home when a transwarp storm hit their ship and caused Megatron to be separated and sent back to Cybertron well-ahead of the Maximals.

Unfortunately, as Nightscream described, Megatron had used the opportunity to spread a transformation-inhibitor virus and started capturing Maximals and Predacons alike. He removed their sparks, the source of their life and sentience, and recycled their bodies to make vast legions of sparkless Vehicon drones to hunt down everyone.

Then Fluttershy was told of what happened when Optimus and his crew returned to Cybertron. How they were infected by the virus but cured and reformatted by the Oracle. She was told of their quest to save Cybertron from Megatron’s tyranny and some of the many battles they have had. Their most recent battle had been when Megatron, who was thought to have been destroyed, revealed himself to have been the purely-organic Noble/Savage all along and has now taken control of a giant ship shaped like his own head and re-established his control over Cybertron.

“So basically, we’re back to Square One, again,” said Nightscream.

“It does sound like you’re making some progress,” said Fluttershy.

“Megatron has a bigger, stronger body than ever, he still has his Vehicons and his Vehicon generals, and we still don’t know where he’s keeping the sparks,” said Nightscream.

“Well, he only has two generals now,” said Rattrap, “Tankor didn’t get an extra life.”

Fluttershy noticed the sad expression on Optimus’s face. “Tankor was your friend, wasn’t he?”

“His spark was that of Rhinox, one of our oldest friends,” said Optimus, “The shell program that Megatron used turned him against us. He nearly caused the destruction of Cybertron, but if we had removed that shell program, it might not have come to it.”

“You can’t keep thinking about the past,” said Cheetor, “We’ve got to move forward.”

“Those other two, Thrust and Jetstorm, who were they?” asked Fluttershy.

“Thrust was a loser Predacon named Waspinator,” said Rattrap, “You don’t need to worry about him.”

“Yeah, it’s not like he’s really Blackarachnia’s boyfriend,” said Nightscream.

Blackarachnia hissed at Nightscream and said, “Don’t push me, winged rat.”

“Hey, you were the one looking for your sparkmate in the wrong guy,” said Nightscream.

“Nightscream, enough,” said Optimus.

“So, Jetstorm would be…” started Fluttershy.

“Silverbolt,” said Blackarachnia, “Don’t let his rudeness fool you. Silverbolt is a lot more of a gentlebot.”

“Yeah, a real knight in shining armor,” said Rattrap before putting on a posh tone, “Stop foul villains, you shall not harm this fair damsel.”

“Huh, you sounded just like him,” said Cheetor, “Have you been practicing?”

“There ain’t much to do around here,” said Rattrap.

“How much farther is it until we’re…where are we going again?” asked Fluttershy.

“The Oracle. If anything can tell us what happened to your friends, it can,” said Optimus.

“And yet it hasn’t been any help with finding the lost sparks,” said Cheetor bitterly.

“And what makes her friends different from everyone else that’s on Cybertron?” asked Nightscream.

“Because we’re not from Cybertron,” said Fluttershy.

“I know your datatrax got wiped, but you are a Transformer,” said Blackarachnia pointedly.

“I wasn’t born one,” said Fluttershy. With that, she began explaining who she was and where she was from. She didn’t give an overly detailed history of Equestria and herself, but she did tell them about herself, her friends, and what very little she could remember of how she came to be in her metal body. “I think we were abducted by aliens or something,” said Fluttershy, “I’m not sure how else to explain it.”

“An organic turned into a Transformer,” said Rattrap disbelievingly, “I thought I heard all the craziest tales…”

“I’m still trying to process the world of unicorns and Pegasi,” said Nightwing.

“There’s earth ponies too,” said Fluttershy timidly.

“One way or another, the Oracle will reveal the truth,” said Optimus, “And thankfully, we aren’t far now.







Fluttershy was at first more than a little alarmed that the group was walking on a bridge towards what looked like a raging inferno. But as they got closer, the flames became fainter before with a shimmer, it was all replaced by a gigantic circular screen showing what looked like a view of space.

“This is the Oracle, the mega-computer that programmed the first Transformers on Cybertron,” said Optimus Primal, “At its core, it remains Vector Sigma, but as our race has evolved over eons, so has it.”

“And this computer can tell me where my friends are?” asked Fluttershy.

“It might,” said Optimus, but with a little bit of doubt in his voice for the first time, “But if you really aren’t from Cybertron, its knowledge may be limited.”

“Besides, even if it knows all, it definitely doesn’t tell all,” said Rattrap.

“It’s still better than nothing,” said Fluttershy as she approached the giant screen. She paused for a moment before asking, “Uh, how do I use this?”

Her answer came when a beam of white light shot out of the screen and struck her chest. Fluttershy gasped before her eyes started glowing white. “A new spark has appeared,” said a female voice, “Accessing datatrax…”







Fluttershy suddenly found herself aboard an alien ship. She could see her friends clamped in pace inside pods and it took her only a moment to realize she was in the same position. In front of them, she could see a blue robot that had ragged wings and with a dragon’s neck and head for his left arm. 

Then it came rushing back to her. That was Cryotek. This was when he was going to experiment with her and her friends and it would seem she was about to witness it again.

“You have no right to be doing this!” Rarity was yelling.

“Simply because you’re a less-advanced lifeform?” asked Cryotek mockingly, “The humans have better technology than you do.”

“That makes ya a bully!” snapped Applejack.

“My ambitions are set much higher than simply tormenting your pitiful planet,” said Cryotek, sounding a little bored, “You are simply a means to an end.”

“Then what do you want?” asked Twilight Sparkle.

“My kind has visited your planet before,” said Cryotek, “It was long ago, long before any of you were born. But they left their mark here and a little bit of treasure.”

“What kind of treasure?” asked Rainbow Dash.

“Nothing very material, I’m afraid,” said Cryotek, “But on your world is a clue, a compass if you will, that will lead me to one of the most powerful artifacts known in existence. And it will give me unparalleled power.”

“So why not just take the compass and leave Equestria alone?” asked Fluttershy, finding her voice at last.

Cryotek chuckled and said, “My dears, you are the compass.”

“How can we be a compass?” asked Pinkie.

“I could explain it, but what’s the point in discussing plans with tools,” said Cryotek before typing into a console, “Now this might not hurt, but who’s to say?” With that, the pods started to close up, sealing the ponies in…







Fluttershy suddenly found herself back in her technorganic pony form, floating in a colorful void that had many 0’s and 1’s racing around her. Floating in front of her was a large yellow ball with a honeycombed pattern over it. 

Then she heard that female voice again, “Your datatrax is fully recovered. You are not of Cybertron, but you are part of it now. Your friends are not here but do not look for them. They will come to you. There is more power in unity than division.”







Abruptly, Fluttershy was back in front of the giant screen, surrounded by Maximals. “Are you alright?” asked Cheetor with worry.

“What did you see?” asked Optimus.

“I saw…what happened to us,” said Fluttershy, shuddering with horror, “A robot named Cryotek turned us into robots somehow.”

“I’ve heard of Cryotek,” said Optimus, “Apparently Megatron once worked for him before he went to Earth.”

“I doubt Megatron would have spared him,” said Nightscream, “His spark was probably collected with all the others.”

“He could have left Cybertron before that happened,” said Blackarachnia.

“For all we know, there’s probably more time travel mumbo-jumbo mixed up in this,” said Rattrap.

“That might not be important now,” said Fluttershy, causing the Maximals to turn towards her, “The Oracle said that my friends will come to me.”

“What else did it say?” asked Optimus.

“That while I’m not of Cybertron, I’m part of it now,” said Fluttershy, “And also there’s more power in unity than division.”

“Like that’s something we don’t already know,” said Rattrap. Fluttershy gave him an annoyed look. “Uh, not the part about you, but our fearless leader’s always droning on about unity and working together and all that stuff.”

“Why should my saying it make it any less true?” asked Optimus in a stern tone.

“It gets real old real fast,” said Rattrap.

“Guys, we’ve got a guest here. Try not to make a scene,” said Cheetor.

“Guest? She’s just going to wait around her for her friends to come pick her up?” asked Nightscream in disbelief.

“Well, no, that wouldn’t be proper of me,” said Fluttershy, “And this problem you have with Megatron sounds like something serious. I should try to do something to help, if I can.”

“We’re not in any position to be choosy,” said Blackarachnia.

“We appreciate any way you can help us out,” said Optimus, “I think we should start by helping you unlock your robot mode.”

“I wouldn’t even know how to do that,” said Fluttershy, “I’ve always been a pony, more or less, and I don’t know anything about transforming.”

“We’ll help out,” said Cheetor, “If it took Rattrap so long to transform, it can’t take you longer.”

“Oh sure, you had to bring that up,” grumbled Rattrap.

“There’s no reason to really hurry for me,” said Fluttershy, “I don’t mind being a pony.”

“You’ll be thinking differently when the Vehicons are shooting at you,” said Nightscream, “It’s easier to fight in robot mode.”

“Do I really have to fight?” asked Fluttershy.

“You can’t be serious,” said Blackarachnia flatly.

“There’s no room for pacifism in this war,” said Cheetor, “Megatron won’t rest until every last spark is in his possession. There is nobody on his side that you can talk reason to.” Fluttershy noticed a bit of discomfort on Blackarachnia’s face when he said that. It was hard to tell on a spider’s face, but Fluttershy had a knack for sensing the moods of animals.

“We won’t drag an unwilling bot into our war,” said Optimus, “The decision to fight must be hers.” Then he turned to Fluttershy and said, “Though I must urge you to not sit by. We need all the help we can get with this war.”

“I’ll try to see if I can help in some way,” said Fluttershy, “But I wasn’t much of a fighter back home.”

“Well, we need to go for an energon run,” said Blackarachnia, “I suppose she can help out with that.”

“We can start her off with that,” said Optimus, “Take Nightscream with you. You might need an extra pair of eyes in the sky.”

“I’ve got enough eyes to spare,” said Blackarachnia but she turned to Nightscream and, “C’mon, kid. You’re with us girls tonight.”

“Great,” said Nightscream, sounding a little annoyed.

As the three of them moved out, Rattrap said to Optimus, “You sure you wanna let the new kid hang around someone who’ll sour their perspective on things?”

“I thought you were over your suspicions of Blackarachnia,” said Optimus.

“I was talkin’ about Nightscream,” said Rattrap.







Megatron was not pleased with Jetstorm and Thrust reported back. “You let her get away?!” he thundered, the optics of the Grand Mal glowing a dangerous red.

“Hey, I would have got here, but then the unicycle got in my way,” said Jetstorm.

“Typical Jetstorm,” snarked Thrust, “Blaming everyone except yourself.”

“Enough!” snapped Megatron, “There is another organic mongrel on Cybertron because you cannot agree on anything!”

“We agree you’re the best and they’re the worst,” said Jetstorm.

A blast of energy sent Jetstorm spinning through the air. “It’s time you two started getting more serious about Maximal hunting,” said Megatron, “You will bring me a Maximal before sunrise or you will both be melted down.”

“Not gonna fail you this time,” said Thrust before he started rolling out.

“Have no fear, mon capitain,” said Jetstorm before flying away.

Megatron was hardly assured by their promises. Perhaps it was time to consider new generals…







While Fluttershy was relieved to have her wings back, she wasn’t quite so sure if this was the place to use them. Not just because they were underground and she couldn’t spread her wings like Nightscream, but with all the Vehicons wanting to shoot her, she’d probably want to be less of a target. So she was walking with Blackarachnia while Nightscream flew overhead.

Trying to make small talk, Fluttershy asked, “So, are there many female robots here? I’m not sure it would work the same way it does back home.”

“We’re not as rare as we used to be,” said Blackarachnia, “It used to be that only 1 out of 13 were female, but the numbers have evened out a lot since then. I suppose for you it was 1-to-1.”

“Well, sometimes it feels like there are more mares than stallions,” said Fluttershy, “But maybe it’s just me.”

“You have any guys back home waiting for you?” asked Blackarachnia.

“Well, I’m sure I have plenty of animal friends who are waiting for me to come home…” said Fluttershy.

“Just friends or…” started Nightscream.

“What else would there be?” asked Fluttershy. Then she finally caught their hints. “Oh, no, I don’t really have a special somepony,” she said, “Not many of my friends do, actually.”

“Just as well. You’re not likely to get back home at this rate,” said Nightscream.

“Keep it to yourself, batboy,” said Blackarachnia.

“She has to face reality,” said Nightscream, “I don’t want to lose the war, but I know there’s a chance we can’t win.”

“I’m sure we can do something,” said Fluttershy.

“Right now, we are,” said Blackarachnia before pointing a leg. The tunnel they were taking had come above ground and they could see what was beyond it. What looked like a factory was lit up and busily working.

“What does that place make?” asked Fluttershy.

“It’s an energon refinery,” said Nightscream, “Used to be these places couldn’t produce quite enough energon for everyone so they had to downsize for fuel efficiency. Even then, it wasn’t enough to let them keep fighting the war.”

“Why would they want to keep the war going?” asked Fluttershy.

Blackarachnia shrugged and said, “Predacons just want to keep conquering. It’s hardwired into their programming. But now with the population reduced to just Megatron, his generals, and his mindless drone army, that refinery’s making more energon cubes than Megatron needs and he just hordes it all for himself.”

“So we’re just going to help ourselves to the surplus,” said Nightwing.

“Isn’t there any plants we can eat?” asked Fluttershy.

“We tried that once, but the organic stuff makes us feral,” said Blackarachnia.

“So if we wanna refuel, we get energon,” said Nightscream.

“But Megatron’s not going to let us have it,” said Fluttershy.

“Right, so here’s the plan…” said Blackarachnia.







As the newest member of the Maximals (even only temporarily) and having not figured out how to transform yet, Fluttershy was given the least dangerous job. Or at least Blackarachnia and Nightscream assured her it was the least dangerous. 

The energon refinery had a few Vehicon sentries. It used to be just Tank Drones, but since Tankor’s rebellion, those drones had been recalled. Instead, Cycle Drones rolled around the perimeters. They weren’t the hardest drones to take down, but it worked a little easier if their attention was focused on something else.

That something else was Fluttershy. Fluttershy took long breaths as she talked to herself, “Ok, you can do this. You can do this. You don’t have to fight. You just have to run away. This will be easy for you.” Her feathered wings twitched, though she wasn’t sure if it was anticipation or nervousness. It would be anticipation for Rainbow Dash. Fluttershy just had to think of what Dash would do in a situation like this.

Steeling her nerves, she walked out into the open. “Um, excuse me,” she called. The Cycle Drones put on the brakes and turned to glare at her. “Um, could you please keep the noise down? There are decent people trying to sleep,” she said. Taunting wasn’t much of her thing.

Being sparkless drones, the Vehicons didn’t register insults. But they did react to organic presence. They raced toward Fluttershy with deadly intent. Fluttershy immediately turned tail and galloped off. Her longer legs covered a lot more ground than her normal ones. However, the Cycle Drones were quickly catching up.

But before they could get at Fluttershy, a glowing green energy web appeared in front of them and they all got stuck in it. After that, all they could do was struggle to get out like trapped flies. “Not bad, kid,” said Blackarachnia, “Now, let’s get our energon before more show up.”

Walking into the refinery, Fluttershy could see many stacks of metal crates that were glowing blue from the inside. “Is this all energon?” asked Fluttershy.

“Yep, fuel, ammo, and lifeblood of all Cybertronians,” said Nightscream.

Fluttershy looked around and said, “This is enough to power-”

“An army?” asked Nightscream, “Yep, Megatron’s Vehicon army. He’s got enough to spare.”

“How many do we need?” asked Fluttershy.

Blackarachnia grabbed six crates and tossed them into a net of her cyber-silk. “That should do it,” she said.

“Really? Only six?” asked Fluttershy.

“These technorganic bodies are incredibly fuel-efficient,” said Blackarachnia, “This will keep us fueled for a decacycle.”

“We could double that,” said Nightscream.

“We’re only taking what we can carry,” said Blackarachnia, “Besides, I’d rather not be running with an extra-large sack of explosive fuel.”

“We can’t just keep this a game of hit-and-run,” said Nightscream.

“Our moment will come,” said Blackarachnia.

“Shouldn’t we be going?” asked Fluttershy.

“Yeah, let’s go,” said Blackarachnia, webbing up the net and attaching it to her back.







The trio took an alternate route back to where the other Maximals were, to avoid any Vehicons following them. “That was a good first mission,” said Blackarachnia to Fluttershy, “I think we’ll be able to get along pretty well.”

“I don’t see this as more than a temporary thing,” said Fluttershy.

“Yeah, we’ll need to get you in robot mode and ready to fight,” said Nightscream. Fluttershy winced at that.

“You can’t rush her into this,” said Blackarachnia.

“I wasn’t ready for war, but I got dragged into it too,” said Nightscream.

“I’m not sure I’d be good in a fight,” said Fluttershy.

“Then what are you good at?” asked Nightscream.

“Taking care of animals,” said Fluttershy.

“Well, we don’t have any animals on Cybertron. Ones that aren’t alt-modes or fossils anyways,” said Nightscream.

“Then what made that?” asked Fluttershy, pointing at some claw marks on the wall.

Nightscream paused as he looked at the scratches. “Noble!” he said, sounding excited.

“Noble? As in the werewolf that used to be Megatron?” asked Fluttershy.

“That’s not possible,” said Blackarachnia, “Megatron’s spark left him.”

“Well, a pure-organic Transformer wouldn’t need a spark, would he?” countered Nightscream.

“Does he even count as a Transformer?” retorted Blackarachnia.

“Well, he’s…something,” said Nightscream, “And I know he’s alive.”

“Those scratches could have been made when Megatron was pretending to be feral,” said Blackarachnia, “And this is no time to be tearing off on a wild dragon chase. We’ve got energon to bring back, remember?”

Nightscream looked crestfallen at this so Fluttershy said, “Maybe next time.”







Meanwhile, Jetstorm and Thrust were investigating the energon refinery. “Your biker boys weren’t very sharp this time,” said Jetstorm, pointing at the Cycle Drone in the technorganic webs.

“And your flyers didn’t do anything to stop them,” shot back Thrust.

“Well, let’s look at the bright side,” said Jetstorm, totally ignoring Thrust’s comment, “They didn’t wreck the place.”

“But Megatron’s gonna blow a fuse over his missing energon,” said Thrust.

“It’s a drop in the bucket for him,” said Jetstorm.

“He still doesn’t like to share,” said Thrust.

“Hmm…good point. But we’ve got one advantage,” said Jetstorm as he pointed at the web, “The spider babe’s with them.”

“So?” asked Thrust.

“I think it’s time I used a special trick I was saving,” said Jetstorm.







The trio were currently passing through what was apparently a subway station before Cybertropolis was depopulated. “We’re almost there,” said Nightscream.

“Good, because this sack is starting to dig into me,” said Blackarachnia.

"Maybe I could carry it," said Fluttershy.

But then something caught her eye. One of the screens on the wall had what she presumed was the train schedule, though she couldn't read this Cybertronian language. But now it was starting to flicker. The screen flickered to a fuzzy image. "Blackarachnia...can you hear me?" said a concerned voice.

Blackarachnia quickly spun to look at the screen. "Silverbolt?" she asked.

The fuzzy image sharped to show Jetstorm, except his optics were glowing gold. "Blackarachnia, oh dark venom of my heart," said Jetstorm in a completely different voice, "I've waited so long to see you. But I fear I don't have much time."

"Silverbolt...but...how?" said Blackarachnia, confused.

"I've...managed to take control....but I don't know for...how long..." said Silverbolt, who clutched at his chest as he spoke.

Blackarachnia paused before, coming to an internal decision, said, "Ok...give me your coordinates. I'm coming to get you."

"You must...hurry..." said Silverbolt, a set of coordinates flashing on the screen before it went blank.

Nightscream tilted his head before he said, "You know that's a trap, right?”

"It seems kind of obvious," said Fluttershy.

"But it could be my last chance to get Silverbolt back," said Blackarachnia.

Nightscream said, "Yeah...and we got energon to take back too."

Blackarachnia considered the bat for a second before picking up the sack of energon cubes and tossing them to Nightscream. "Here, take them back to the others," she said, "I'm getting Silverbolt back." With, she jumped onto a passing train.

Nightsctram rolled his eyes, "I thought love was blind, not stupid."

"Well, it does tend to make people act crazy," said Fluttershy, "When my friend Rarity has a crush..."

"Not that important," said Nightscream, "We need to save her before the Vehicons yank her spark out."

"What?" said Fluttershy in horror.

"You really think Jetstorm is asking her out on a date?" asked Nightscream.

"Maybe he really is back to normal?" asked Fluttershy.

"Not without some organic goo," said Nightscream.

"Oh, then I suppose we better drop this energon and hurry," said Fluttershy.

"Actually, that energon may come in handy," said Nightscream.







Blackarachnia watched from a small rooftop, checking the coordinates. As much as she wanted to believe it was Silverbolt, she wasn’t completely incautious. As such, she had a few tripwires and webs set up in case some uninvited Vehicons showed up.

She was about to give up when she saw Jetstorm land in the square.

"Silverbolt," she whispered before she climbed down the wall.

Jetstorm seemed to not notice her till she reached ground level. "Blackarachnia?" asked Silverbolt's voice.

"Silverbolt," said Blackarachnia as she approached the hovering figure.

"I can't believe that you...FELL FOR IT!" At the shift in tone, several lights came on from hovering Aero Drones. Blackarachnia turned to run, only for two drones to fire a line of shots in her path.

"I mean, really, babe. Even a protoform would have seen through that," said Jetstorm, "I guess Silverbolt is one fly that this spider can't resist. But me, I'm a lot harder to catch."

"This was low, even for you!" snapped Blackarachnia.

"Thank you. I do my best," said Jetstorm, taking a bow.

Thrust drove up at that, several cycle drones with him. "Hey, save the celebrations for when her spark’s yanked out. There's still time for one of her friends to interfere," he snapped.

"Don't worry about it," said Jetstorm, "I've seen all their tricks. I'm ready for anything."

The two generals jumped back as a large crate with the symbol for energon landed between them, the drones searching for who had done so. What was really puzzling was it was beeping. Blackarachnia took advantage of the confusion to scurry backwards. The drones opened fire as the two generals approached the crate, the beeping getting faster.

"Big boom?" asked Thrust.

"Looks like it," said Jetstorm.

"This seems painfully familiar," said Thrust.

A second later, the crate exploded in their faces.

Nightscream and Fluttershy flew down to Blackarachnia. "Do I have time for one 'I told you so' before we run?" asked Nightscream.

"We're not running," snarled Blackarachnia, "This just got personal." In a flash of green light, Blackarachnia transformed to robot mode. She was much more humanoid than Fluttershy expected, including having long black hair. The biggest indication that she was a spider were her pointed feet, the spider abdomen and extra pair of legs hanging from her backside, and the two extra pairs of eyes on her forehead.

The Aero Drones turned at that, before opening fire at the new priority target. Blackarachnia sent several weblines out that snared the Aero Drones before swinging them into more.

Nightscream sighed and said, "More of the love craziness. But as long as the fighting's started..." In a flash of sky blue light, Nightscream became a robot with long fingers, large ears, bat wings growing from his ankles, and an oddly long cowlick.

Fluttershy squealed as a Cycle Drone drove at her, firing, luck having a recently-smashed Aero Drone smash into it. "Should I really be here?" asked Fluttershy.

"Best way to learn's in the heat of battle," said Nightscream before launching a sonic scream.

Another Cycle Drone headed for her at that. Lacking options, Fluttershy turned and kicked out with her hind legs. The drone was actually sent flying pretty far.

"Nice kick," whistled Nightscream, smashing another drone.

"You should see Applejack," said Fluttershy.







Blackarachnia used her venom shock on several more drones before glaring at where Jetstorm was trying to get his arm back on, looking at her before trying to do it faster.

"No more Miss Nice Spider," she snapped before charging at Jetstorm. Jetstorm finally got his arm back on, firing as he took off. Blackarachnia shot a webline at Jetstorm and snapped, "I'm getting Silverbolt out of you even if I have to rip his spark out!"

"Well, that's not much incentive for me to stay still," said Jetstorm before jetting up into the sky, pulling the Maximal behind him.

Blackarachnia held on as hard as she could as Jetstorm flew along the side of buildings, hoping to bash her into the sides
"Mayday, mayday, the cling-on has got us, cap'n!" said Jetstorm, putting on a Scottish accent as he started going down. Another blast got his left booster at that, Jetstorm yelping "I’M REALLY GOING DOWN!”

Jetstorm was heading for the rooftop of another building and it wasn't going to be a soft landing. "Oh, this is gonna suck," he muttered just before they 'landed’ via the floor just under the roof, into an old office or some sort.

Blackarachnia groaned as she sat up. "Ugh, note to self: use paralyzing venom on flying target only when he's close to the ground," she muttered. She looked over to see Jetstorm unmoving against the far wall, his optics dark. She immediately felt worried. If Silverbolt's spark was extinguished, she'd never get him back.

She walked up cautiously, sadly not cautiously enough as Jetstorm suddenly shot upright and shot her. Blackarachnia hit the wall and slid down it. Before she lost consciousness, she heard Jetstorm said, "Really, this is just getting sad..."







Even though Jetstorm had flown off, there were a lot more Aero Drones left than either Nightscream or Fluttershy expected. So the two of them were now trying to fly away from them.

"Keep going, Fluts!" called Nightscream.

"I don't think I like that nickname," said Fluttershy.

"We'll discuss it after we escape these idiots," called Nightscream, heading down an alley.

"Shouldn't we go up?" asked Fluttershy, flying higher.

"No, wait!" called Nightscream, flying after her. Fluttershy cleared the roofs to see dozens of Aero Drones hovering in wait. "Oh boy," said Nightscream, "Guess we're gonna have to-"

Just then, the air was rent by a very loud roar. "What was that?" asked Fluttershy.

"Can it be?" asked Nightscream.

Just then, a blast of fire took out a few Aero Drones. Fluttershy turned to see where it came from. Flying towards them was the most hideous dragon she ever saw.  She wasn't entirely sure that it was a dragon as it was built more like an alligator. It had two short legs, two long tails, four nostrils, no eyes, many, many teeth, and bony spikes running down its back.
The remaining drones turned to open fire, their shots bouncing uselessly off. The dragon roared before breathing more fire. "Er, is that Savage?" asked Fluttershy nervously.

"Yes!" said Nightscream excitedly, "I knew he was still alive!"

"He’s not going to come after us, is he?" whimpered Fluttershy as Savage finished the last two drones off.

"He shouldn't," said Nightscream, a little less confidently, "Savage is a bit unpredictable. But he did come to save us." Savage glided down to the ground before he started stomping off.

Nightscream headed forward at that. "Hey, Savage, it’s your old bud, remember?" he said carefully. Savage turning its head slightly with an annoyed snort. "Can I talk with Noble?" asked Nightscream, "You know, for old time's sake?"

Savage growled slightly at that, clearly not liking the idea. "I just want to see Noble again," said Nightscream.

Savage growled but then folded his wings close. Under his wings, his body shifted. Legs became arms, tails became longer legs, red scales turned to blue fur. Then a werewolf-like beast stood up and let out a howl, the wings flaring out before shrinking into his body. It was an unusual creature, humanoid but clearly bestial with large bony spikes. Noble managed a whimper, shaking his head, as if he was dizzy.

"Fluttershy, this is Noble," said Nightscream.

Fluttershy landed in front of Noble and said, "Very nice to meet you." Noble growled at Fluttershy, showing he still had sharp teeth.

Nightscream gulped. "Hey, maybe you should back up? He's not good with...strangers…" he said, his voice trailing off as Fluttershy had Noble snuggling his head against her, panting happily.

"Aw, you're a good boy, aren't you?" asked Fluttershy, scratching Noble behind the ear.

Nightscream stared as Noble leaned into the scratching. "How?" he asked finally.

"I have a way with animals," said Fluttershy, "Though we don't have anything like Noble back home. Well, I suppose the Diamond Dogs, perhaps. But they're sapient creatures. By the way, where's Blackarachnia?"

"I thought she was behind us," said Nightscream with concern.

"Should we be worried?" asked Fluttershy.

"Well, Blackarachnia can usually handle herself," said Nightscream, "But we probably ought to call the others."







Jetstorm grinned as he had his drones toss Blackarachnia down in front of Megatron. "You asked, I delivered. One Maximal and it's well before sundown," boasted Jetstorm, "It was easier than you think."

Megatron said in a sneering voice, "Well, if it’s that easy, you can repeat the feat."

"Excuse me?" asked Jetstorm.

"We know the only reason you were able to get close to her is because of her attachment to your previous self," said Megatron, "If you want to prove your mettle and your metal, I want you to capture a real challenge. Say...the newest Maximal."

Jetstorm snapped, "You wanted a Maximal before sundown, I gave you a Maximal before sundown."

"We are at war," said Megatron, "And it will only end when every Maximal has been exterminated. Or would you rather go back with the other sparks?"

Jetstorm paused before saying, "I'll have the new Maximal here by nightfall. But one condition: you don't get the spider until then."

Megatron glared and said, "You dare to defy me?"

"Oh, not quite," said Jetstorm, "That little horsey will be more likely to come if I've got a hostage to exchange."

Megatron paused, sorely tempted to use Jetstorm’s shutdown code before finally saying, "Very well...but if you fail, you know what will happen."

"You don't have to worry," said Jetstorm, "You'll get your little pony soon enough."







The Maximals got worried when Blackarachnia didn't return. "We've got to go after her," said Cheetor, "I'm not going to wait for her spark to get extracted."

"And I agree," said Optimus, "But they could have her anywhere in Cybertropolis."

Rattrap spoke up at that, "I's got one idea. The Vehicons can sense us when we're in robot form. We never tried to do it, what if we can?"

"A good idea, except that would make every Vehicon notice where we are," said Cheetor.

"Well, we don't have to do it here," said Rattrap.

"And if one of us is absent when they find us, they'll know one of us is sneaking in," continued Cheetor.

"They can't find us in beast mode, right?" asked Fluttershy, "But I still can't use my robot mode, if I even have one."
Optimus paused before saying gravely, "You realize how dangerous this will be. If they find you without a robot form..."

"I've managed to get by without one for my whole life," said Fluttershy.

"Very well. Thank you," said Optimus, though he was clearly unhappy.

"I should go with her for backup," said Cheetor.

"Very well. Our friend here will need help," said Optimus.

"I promise we'll get her back," said Fluttershy.







Fluttershy and Cheetor went to one of the entertainment districts of Cybertropolis. "You know, when we were stuck on prehistoric Earth, what I wanted to do when I got back was go to Six Lasers Over Cybertron," said Cheetor.

"That sounds like the sort of place DJ Pon-3 would work at. Was it nice?" said Fluttershy politely.

"It was the best amusement park on Cybertron," said Cheetor.

"How many amusement parks are there on Cybertron?" asked Fluttershy in a slightly teasing tone.

Cheetor paused before saying, "One."

"Maybe we could go there later," said Fluttershy.

"I doubt Megatron left it standing," said Cheetor, "It's the sort of place he'd hate. Too much chaos, too much individuality. At least he had a sense of humor on Earth."

"What was this place like, before...all this?" asked Fluttershy, looking at the deserted streets.

"Mostly Maximals and Predacons going about their own business," said Cheetor, "I mean, Predacons still hated us, but they weren't starting fights. Apparently, they had their own Secret Police to keep the peace. Honestly, I'm not sure how much longer the peace would have lasted if half the things I've heard of were true. But now Megatron wants the whole planet all to himself."

"What...what happened?" asked Fluttershy, looking into what seemed to have once been some sort of shop, items scattered where they had been dropped.

"Megatron's virus, the Vehicons to pick off the stragglers," said Cheetor, "We're all that's left to oppose him."

Fluttershy nodded and said, "Then we better find Blackarachnia. I just hope she's not somewhere we can't get to."

On cue, all the city’s screens came to life, Jetstorm’s face appearing. "Ok, you little...pony," he snapped before facepalming, muttering, "I can’t believe I had to say that…" before he continued, "I know you've had a long day, you just lost a friend. But hey, I'm a reasonable jet. I'm giving you a chance to save your leggy friend. You just have to show up here. You can read, can you?"

Fluttershy squinted at the row of Cybertronix before, just as she was about to ask, Jetstorm said rudely, "Please tell me it can read..."

"Oh, it's back at the racetrack," said Cheetor.

"He could have just said it," said Fluttershy.

"He's a Vehicon, not exactly one for fighting fair," said Cheetor.

"So anyways, in case you can't read, head back to the racetrack where your pod crashed," said Jetstorm, "I suggest you come alone. For every buddy you bring, I'll pull a leg off her. Of course, not showing up at all means I'll yank her spark out. Better trot along, pony girl."

Fluttershy whimpered at that. "You can’t come..." she managed.

"You do realize it's a trap, right?" asked Cheetor pointedly, "And Jetstorm has absolutely no intention of letting Blackarachnia go even if he gets you."

"I have to give him the chance to do the right thing," said Fluttershy with a calm she definitely didn’t feel.

"Listen, I know Silverbolt had the noblest spark of all, but Jetstorm is the complete opposite of that," said Cheetor, "If Silverbolt could have done anything to stop Jetstorm, don't you think he would have done so by now? He's almost as bad as Tankor was after he unlocked Rhinox's memories."

"Everypony deserves a chance. Everyone at home thought Discord was irredeemable," said Fluttershy.

Cheetor sighed and said, "I probably shouldn't, but I'll give you a chance to give him a chance. But I'm still coming with you. I'm not letting Blackarachnia get hurt."

"Ok, but please, let me try," said Fluttershy.







The racetrack hadn't changed since Fluttershy had crashed there. It seemed longer ago than it actually was. She noticed an Aero Drone watching her before the lights came on. "You actually came," called Jetstorm, landing in the middle of the track.

"I came for my friend," said Fluttershy, "Where is she?"

A light came on, illuminating a restrained Blackarachnia. "Safe and sound. Would I lie about that?" asked Jetstorm.

"I know you've lied about a lot of things," said Fluttershy, "But I know there is good in you. You were their friend once. It's not too late for you to change."

"Oh please. Is this where you appeal to Silverbolt?" sneered Jetstorm.

"I know he's still in there. He was reaching out to Blackarachnia before," said Fluttershy.

Jetstorm paused before laughing. "You gotta be kidding. I just used that featherbrain’s memories to lure her in," he managed, before pausing, looking up and fixing eyes with Fluttershy, who's eyes were wide in anger.

"HOW DARE YOU!?" yelled Fluttershy, "How could you pull at her heart like that? Do ever give a second to consider the cruelty of your actions? She loved you and you toyed with her! You should be ashamed of yourself!"

Jetstorm was about to reply, order his drones to attack, do anything but his vocal processor had decided to shut down, replaced with a spark-crushing sense of shame. That shame soon turned to alarm when he felt his spark pulsing. "Oh no, you don't," he snapped as he tried to fight down the consciousness stirring.

He looked up at the Aero Drones, his optics flickering between his normal color and golden, managing "Shoot..." before his eyes turned gold for a second and he said "Yourselves." The mindless Aero Drones pausing before obeying their order.

Cheetor sped out of the shadows to Blackarachnia's side. In a flash of purple light, he was in robot mode. Fluttershy admitted that Cheetor was rather handsome in robot mode, even if his legs were too long and skinny for his muscular upper body.

Jetstorm was shaking his head, his optics spending more time gold, before there was a blur, a clang and he was out cold on the ground, Thrust skidding to a halt. "Knew you didn't have what it took to pull this off," said Thrust, "Now it's my turn." Fluttershy glared at Thrust who shook for a bit before giving her a sneering look. "Nice try, but you'll have to better than that," said Thrust.

"Then I will," said Fluttershy. Her outburst at Jetstorm had quieted all the uncertainty within herself. She had enough of these Vehicons' cruelty. Now she was standing up to them.

A pink light shone inside of Fluttershy's chest before it spread out over her body. She reared up onto her hindlegs as they reconfigured into a more bipedal design, her hooves becoming like boots. She flared out her wings which extended into feathered arms. Her forelegs and tail seemed to disappear into her body. Her torso expanded into a more feminine form, her Cutie Mark appearing on her chest. And her equine face was replaced by a more humanlike one, though she still had her long pink hair.

"Great...another one," muttered Thrust, aiming his blaster and firing.

Fluttershy held up her wings in front of her, the feathers interlocking to form a shield. The shot bounced off and flew straight back at Thrust. "Aw no," muttered Thrust, dodging a few of them before one hit him in the arm.

"Not bad," called Cheetor.

"Thanks," called Fluttershy. Just then, some Cycle Drones raced towards her, turning to robot mode as they did and opened fire. Fluttershy held up her shield, but she didn't think she could hold them back for long. Then she felt another power build up inside her. Separating her arms, Fluttershy glared at the drones like she was doing the Stare, green beams proceeding to shoot out of her eyes and hit the two of the drones' optics.

The drones staggered to a halt, looking between her and Thrust who snapped, "What are you scrap heads waiting for? She's right there!"

"Wait, am I controlling them?" asked Fluttershy.

"If you are, then I think the words you're looking for are 'get him'," said Blackarachnia.

"Get him?" asked Fluttershy.

The drones looked at each other before shrugging and charging Thrust. "Stop it, you stupid drones!" snapped Thrust. The drones looked at one another before continuing to pummel him.

"Now that's a handy new power," said Blackarachnia. Then she turned to look at Jetstorm's unconscious form.

Cheetor put a hand on her shoulder and said, "Let's get out of here before more show up."

"But...just for a moment..." began Blackarachnia.

Cheetor hanged his head before he said, "Hey, it’s been done once, it can be done again."

Suddenly, there was a deep rumbling overhead as a shadow was cast over the racetrack. Everyone looked up to see the Grand Mal overhead. "As the saying goes, if you want something done right..." boomed Megatron's voice before a bright red beam shone down over Fluttershy.

Fluttershy squealed as she began to be lifted up, Blackarachnia and Cheetor trying to grab her. However, Thrust shot at their hands. "Sorry, Maximals, but the boss wanted to have a word with your newest recruit," said Thrust. Jetstorm's body was also picked up by the tractor beam.

"Cheetor...Blackarachnia...heeeelp!" called Fluttershy as she was lifted up and into the Grand Mal.

"Fluttershy!" yelled Cheetor.

"Don't worry about her," called Thrust as more Cycle Drones turned up, the ones Fluttershy had been controlling falling back under his command, "Worry about yourselves."







Fluttershy blacked out for a while, but when she came to, she was in a large cavernous room, crisscrossed with giant pipes and wires. Fluttershy noticed that she had reverted back to her pony form while unconscious, but she was otherwise unrestrained. "Where am I?" she asked.

"You are in my headquarters," said a calm voice.

Fluttershy stood up and looked around, "Are you Megatron? Where are you?"

"I am everywhere and everything," said the voice.

Fluttershy gulped, looking around for the source of the voice. "If this is your ship, then where are you?" asked Fluttershy.

"I am the ship. But I suppose your biological mind has trouble grasping such a concept," said the voice. Fluttershy gulped again at that, backing up slightly. "But perhaps I am being rude. I should show you the face of your host," said the voice. Several holographic Cybertronix glyphs gathered together in the air before forming a holographic image of the Grand Mal. "There, now we may have a proper conversation," said the holographic Megatron.

Fluttershy backed up. "I...hello..." she said in a small voice.

"Now then, who and what are you?" asked Megatron, "You are not a Cybertronian. That thing in your core is not a spark." A mechanical tentacle extended from the wall, but at its end was a charred, sparking machine. "You resisted the spark extractor quite abnormally," said Megatron. "Hmm...who made you? The chassis seems to be customized. Only one Cybertronian I know can do that. Where is he?"

"Where is who?" asked Fluttershy.

"Cryotek, of course. You think I wouldn't recognize his work?" asked Megatron.

"I...I don't know, and I certainly didn't volunteer for it," said Fluttershy.

"Of course. We didn’t asked for volunteers when we tested my virus," snapped Megatron, before he said, "Of course he had to run. Now tell me where he is. NOW!"

"I don't know!" snapped Fluttershy, "For all I know, he's still attacking Equestria and I don't even know why!"

Megatron smirked at that. But that also meant that this Maximal had been created by his old partner for a reason. Cryotek always did things for a reason. "So you aren't a Cybertronian," said Megatron, "Cryotek always did have his flights of fancy. One of several reasons why he couldn't rule with me."

Fluttershy said "Why? Why did you do all this?"

"Why? It's really simple. Cybertron is a planet for machines. Machines who should be working in concert for the advancement of our planet. But our race faced one problem to prevent our progress: individuality."

"What’s wrong with individuality?" asked Fluttershy.

Megatron chuckled and said, "Such an organic question. Do you not realize that no two individuals can agree on everything? Where one voice speaks in dissention, chaos soon follows. Millions of years of war has proven that. There is only one true path to harmony of minds: by having only one mind."

"That doesn’t solve anything. You’d just be at war with any race who resists," said Fluttershy.

"A unified Cybertron would be a single elegant war machine," said Megatron, "Once I've purged this planet of all organic contamination and dissenting minds, I will be to do the same to other worlds." "Silence of others isn't the same as harmony," said Fluttershy.

"You're just some science experiment, your form taken from some planet so far in the backwaters that I don’t even know it. What would you know about harmony?" sneered Megatron.

"My friends and I wielded the Elements of Harmony once," said Fluttershy, "It was only by working together that we could defeat evil. Actually, you remind me of a pony from back home. She thought individuality would always create trouble."

"Hmm...I suppose even organics can come up with good ideas. What became of this....pony?" sneered Megatron, several Tank Drones coming into the room.

"The difference between you is that she wanted to make everyone 'equal'. But she couldn't do that without being 'equal' herself. You, on the other hoof, only care about yourself and don't believe in equality of life," said Fluttershy.

"Oh, I do believe all life is equal," said Megatron, "I merely assign it a quantifiable value: zero."

"No, you're worse than she ever was. She learnt from her mistakes," said Fluttershy, the same feeling she'd felt facing Jetstorm rising again.

"I've already learned from my mistakes," said Megatron, "Such as the misplacement of trust. In the end, the only one that can be truly depended on is yourself. Or should I say myself?"

Fluttershy said darkly, "Is this where you take my spark?"

"It would, but apparently your spark is not truly Cybertronian. I'm almost curious to see how Cryotek managed to implant you in a protoform. But since it cannot be extracted, then it shall be extinguished," said Megatron. Fluttershy finally noticed the Tank Drones, transformed and aiming at her. "I thank you for indulging me in stimulating conversation, but I think our little game ends here," said Megatron.

Fluttershy glared, her eyes glowing again before she was obscured from the shots shooting at her. The Tank Drones paused to see if they had hit her. There was a flash of pink and the smoke was blown away by Fluttershy flapping her robot mode wings.

The tanks began firing again, only for one to be sliced in half by two green beams. Fluttershy blinked in surprise. She had been trying her Stare again, not something that weaponized. "I did not know I could do that," she said.

"You won’t do it again. DESTROY HER!" snapped Megatron, the Tank Drones firing again.

Fluttershy responded by sending more eye beams at the drones. Then, she turned them on the walls of the room. The result was several explosions, and judging from Megatron’s yells, important things were exploding. Fluttershy decided it was time for her to exit the Grand Mal. As she flew out, she took the time to blast a lot of the interior on her way. She felt a...disturbing satisfaction from this. It vaguely reminded her of someone, but she couldn't recall who.

Finally she blew a hole into the open air, flying out and turning briefly to see the Grand Mal limp away, smoking. "Well, I don't think he'll be attacking directly for a good while," said Fluttershy before she started flying down.

She landed with a feeling of satisfaction. Her fears were still present, but for the first time she had them under control, and not in the way that Iron Will had tried to teach her. But right now, she needed to find the others and show them what her robot mode is capable of.







The mood back at the Maximals base wasn’t high. The news that Megatron had captured Fluttershy had definitely put a damper on things.

"We have to get her back somehow," said Nightscream, "Maybe me and Optimus can fly up and save her."

"Megatron will be expecting that," said Optimus.

"We can’t just leave her to have her spark removed," snapped Blackarachnia.

"Yeah, which is only in danger because you were dumb enough to believe Jetstorm," snapped Nightscream.

Blackarachnia glared. "You have something to say?" she snapped, before the perimeter sensor began to beep.

"Another Mole Drone?" asked Cheetor.

"I ain't feelin' any shakin'," said Rattrap.

A whistling was heard at that, which only meant one thing. "Aero Drone?" said Cheetor in confusion, before a yellow shape shot into the room.

Fluttershy hovered in the air above them before landing neatly in the middle of them. "I hope you weren't too worried about me," said Fluttershy.

"Fluttershy? How did you escape?" asked Nightscream in shock.

"It turned out I was more armed than Megatron expected," said Fluttershy.

Cheetor and Rattrap grinned. "Please tell me you got him to yell," Cheetor said happily.

"Let's say that I gave him a big headache," said Fluttershy with a giggle.

Even Optimus managed a smile. "You are welcome to stay with us for as long as you want," he announced.

Blackarachnia approached Fluttershy and said, "I'm...sorry I got you caught up in my troubles."

"Your heart was in the right place," said Fluttershy, "Silverbolt isn't gone. But it may take more than words to bring him back out."

Fluttershy continued. "You'll see him again someday. I just know it," she said in the same kind voice, inwardly hoping and wondering if she’d see her own friends again.







While Fluttershy was waiting for friends to arrive like the Oracle promised, she was also trying to help the Maximals’ cause in any way she could. Due to Megatron and his Vehicons having an overwhelming advantage of numbers, their battles were mostly hit-and-run.

Even so, much happened during the two weeks since Fluttershy landed on Cybertron. Probably the biggest thing was the return of Silverbolt. Blackarachnia had used a gizmo that Rattrap invented along organic goo to reformat Jetstorm. 
Silverbolt was reborn as a technorganic condor, though he was more purple than silver. However, the new Silverbolt was not the chivalrous knight in shining armor that Blackarachnia had described. His time as Jetstorm had crushed Silverbolt’s ideal, leaving him cynical and brooding. As such, his relationship with Blackarachnia was not reigniting as she had hoped.

Then there was the arrival of Botanica, quite likely the strangest Transformer Fluttershy will ever meet. She was an explorer of alien worlds, much like Optimus Primal and his crew were until Megatron led them into the Beast Wars.

But while Primal’s crew adopted beast modes on Earth, Botanica went to a world of mobile plants and scanned the local flora for a new altmode. Since her reformatting and joining the Maximals, Botanica has been instrumental in keeping the technorganic orchard alive.

Fluttershy enjoyed spending time in the orchard. It was the one place that reminded her much of home. Not to mention it was more peaceful in the orchard. Not only were the technorganic trees a soothing presence, but being in the Oracle’s chamber made it less likely for Vehicons to attack.

Oh, they knew about the place, but the Oracle’s presence masked their energy signature. That way, they can spend more time in robot mode without having to worry about Mole Drones immediately popping up.

Currently, Botanica was elsewhere, looking for a fresh water source for the orchard. While the organic goo provided much for the plants’ nutrition, the botanist-bot insisted that they have clean water as well. Fluttershy didn’t mind looking after the trees while Botanica was gone. It gave her the time to become more familiar with her robot mode.

Fluttershy glided among the trees before alighting on the bridge that led to the Oracle. “No sign of blight or wilting,” said Fluttershy, “That’s good.”

“Well, these trees don’t need that much,” said Cheetor as he walked into the bridge, “We only had a little trouble when we didn’t know they required special lighting.”

“So will there be trees like this over all of Cybertron someday?” asked Fluttershy.  “Maybe, if we ever get rid of Megatron,” said Cheetor.

“Would there be animals as well? Er, not just Maximals, but Cybertronian animals?” asked Fluttershy.

Cheetor shrugged and said, “I really don’t know. Most of Cybertron’s wildlife are just fossils now. Even the robotic animals went extinct during the Great War, those that didn’t eventually become Maximals and Predacons.”

Fluttershy sighed and said, “I’m just missing having some animal friends.”  “Well, there’s still Noble,” said Cheetor.

“Yes, but Savage is a completely different beast, no pun intended,” said Fluttershy, “Even the dragons on my world weren’t so vicious. Then again, they were...not so animalistic. So what brings you here?”

“Mostly wanting to check on you. Also, Blackarachnia and Silverbolt are having another quarrel,” said Cheetor.

Fluttershy sighed and said, “I was really hoping that things would be better when Silverbolt returned. But then, he’s not much of a knight right now.”

“Don’t be so hard on him,” said Cheetor, “He went through a lot as Jetstorm, even if he wasn’t fully in control. He may act aloof, but I’m pretty sure he still cares a lot for Blackarachnia.”

“You sure?” asked Fluttershy.

“You should have seen them together on Earth,” said Cheetor. He chuckled and said, “You know, it’s funny. I used to have a big, dumb crush on Blackarachnia.”

“You don’t say,” said Fluttershy.

“Well, I was going through a bit of cyber-puberty and she was literally the only femme around,” said Cheetor.

“I didn’t think robots went through puberty,” said Fluttershy.

“Most robots don’t become Transmetal, twice,” said Cheetor.

“Well, you’re older and mature now,” said Fluttershy, “I’m guessing Botanica is closer to your type now.”

“Nah, I don’t feel that kind of connection,” said Cheetor, “For some reason, I see her being with Rattrap.”

Fluttershy gave him a look of disbelief, “Rattrap?”

“I know, but there’s some kind of spark between them,” said Cheetor.

“So what would be your idea of a femme?” asked Fluttershy.

“Hmm...well, yellow would be a good starting point,” said Cheetor, “But I’m more into another bot’s personality. Like compassion and kindness.”

Fluttershy felt her technorganic cheeks turning bright red, if that was actually possible. “Er, are you referring to somepony, er, somebody in particular?” she asked.

“Fluttershy, how many femmes could I be referring to?” asked Cheetor, slightly admonishingly. But then his tone turned more sincere, “I actually thought you were cute when I first saved you. Even before you were reformatted. And you’ve shown to be more carrying than most bots I’ve ever met. Even Optimus isn’t always as kind as you are. And you’ve got a good sense of justice on top of that too.”

Fluttershy felt like she was blushing even deeper, even if her half-robotic face didn’t show it. “And I’ve thought you show a lot of courage and determination,” she said, “And you also show a lot of wisdom when it’s time to make big decisions.”

“You wouldn’t have expected from me if you knew my early years,” said Cheetor.

“Well, we all grow up in our own ways,” said Fluttershy, “And, well… Maybe it’s because I have a Transformer body, but I’ve also thought you look handsome?”

“In beast mode or robot mode?” asked Cheetor coyly.

“Both...I think,” said Fluttershy.

Cheetor shifted to robot mode and said, “To be honest, I have trouble picking between your two modes as well. But maybe I haven’t seen your robot mode often enough.”

Transforming had become second nature to Fluttershy at this point. With only a little effort, she was in her two-legged humanoid form again. Standing next to Cheetor made her aware of the size difference between them. Naturally in her equine mode, she was considerably bigger than Cheetor, even if Cheetor’s technorganic body was bigger than a real cheetah. In robot mode, their sizes were more even, with Fluttershy only a head smaller than Cheetor. “So, do you think I’m pretty enough?” asked Fluttershy, posing slightly.

Cheetor walked closer to her and said, “It’s still too hard to tell. But I think you look better than anyone either way.”

Fluttershy wasn’t sure if her heart was beating faster or her spark was shining brighter. Was there a difference? She put her hands on his shoulders and said, “I don’t think I can compare you to anyone either. I think I...I…”

“Fluttershy…” said Cheetor softly.

“Cheetor…” whispered Fluttershy.

One of Cheetor’s hands went to her waist, the other between her shoulder blades. Fluttershy leaned into the feline warrior and tilted her head upwards. Eyes closed as lips met. In the orchard, there was no one to disturb them. Even the Oracle was silent, even as it bore witness to two sparks humming together as one.







At long, long last, I'm finally updating this story. This chapter has given me the most trouble to write. As you can see, it takes place in the Beast Machines cartoon, which is more of a closed circle than the other shows. It was pretty hard to wedge a place in for this chapter, but this takes place between "Prometheus Unbound" and "In Darkest Knight", with the last scene taking place just after "Home Soil". Pretty much everything references Beast Machines so there's not much point in listing them all. Though I would like to point out how Waspinator returned to Cybertron, which extends from the previous chapter he's been in. I also gave Megatron a quote that came from Shockwave in the first IDW comic book continuity.

Also, the pony Fluttershy alluded is, of course, Starlight Glimmer. I had intended this to be set just after her first appearance, but I think having it set after her redemption works better. Not that it will be brought up much.

Regarding Fluttershy herself, her new body is based off of this. I had to be a bit creative with her technorganic powers. Sadly, this is the last of the Ponyformer pictures so I won't have any visual references for any other characters. Unless someone is willing to draw them for me.

As for pairing Fluttershy and Cheetor, I think they would make a cute couple. Cheetor never ended up with any femme at the end of the show and Fluttershy seems like a good match for him. And I'm very aware that Fluttershy has been paired with more absurd characters so I think Cheetor would hardly be the strangest one to be paired with her. And being a romantic at heart, I do want to see a little love in my stories.

The next chapter won't be nearly as long in coming as this one. It's currently my goal to finish this story before the official MLP/Transformers comic comes out on May 6. I can't be sure exactly when each chapter will be posted, but I will be devoting all my available effort into it. Please keep an eye out for updates and please review.