When Megatron first awoke after falling from space, he found himself lying at the bottom of a sea. He didn't remember how he got there at first, until he got to his feet and remembered his battle with Optimus aboard the Ark. This must have been where he had crashed-landed after falling into the planet's orbit. He looked around him, searching for his sword, the Dark Saber. Luckily, he noticed it sticking out of the sea floor nearby.

As Megatron went to retrieve his sword, he noticed something else lying not too far away. Putting his sword on his back, Megatron walked over to investigate and saw the unconscious form of Thunderhoof, one of his enforcers, and his chief interrogator, Barricade, a few meters away. Grabbing both of them by the backs of their necks, he swam upward until he reached above the water line. Noticing a land mass nearby, he starting swimming towards it, hauling his two minions on his back. He didn't bother reviving them until after he reached the shore.

Now, Megatron found himself standing in the middle of a forest, like the ones found on Earth. He, Thunderhoof, and Barricade had arrived just in time to see Skyquake get his spark torn out. Several of his soliders lay on the ground either dead or badly injured, while everyone else was... blasting at tiny, fleshy-looking, worthless bugs.

Ultra Magnus slowly crawled on the ground, trying to get away from Skyquake's body after being shot in the back. Noticing this, Megatron walked towards the Autobot as a cloud of the black insects flew towards him, screeching wildly. But, he just swatted them away with a single stroke of his Dark Saber, without even giving them so much as a glance in their direction. Once he got close enough to Magnus, he fired his arm cannon again. Magnus screamed and collapsed, barely able to move any more.

"I must admit, Ultra Magnus, I appreciate this newfound sense of ferocity you've gained", Megatron said. "But you are alone, and your fellow Autobots are not here to save you."

"The Autobots mean nothing to me, anymore", Magnus replied. "My loyalties lie only to Queen Chrysalis and the Changeling hive."

Megatron was so surprised at what he heard that he had to laugh. "After all these stellar cycles, fighting for those you called 'friends', you turn your back on them so easily? Now, why would that be?"

Megatron turned Magnus over onto his wounded back, causing him to cry out in pain more. Megatron examined Magnus' eyes, and noticed they were no longer their usual Autobot blue.

"Well, now. This is interesting. Tell me, Ultra Magnus, where is this 'Queen Chrysalis' you speak of?" Magnus asked.

Megatron turned around to see more of these "Changelings" hovering in mid-air, ready to charge at him. At the front was their leader, the queen that Ultra Magnus was now swearing loyalty to.

"Ultra Magnus has told me all about you and your fellow Decepticons... Megatron, I presume?" Chrysalis asked.

Megatron stared at the changeling queen for a moment. Then, he laughed. It was a harsh sound, filled with malice, enough to unnerve many of the Changelings present. Chrysalis wasn't - she made that sound all the time.

"You? You are the one now controlling one of the greatest threats to the Decepticon empire? This must be some cosmic joke..."

"It's no joke, I assure you. I saw an opportunity for my conquest and I seized it", Chrysalis replied.

"Hmm... You conquer, as well? Intriguing. However, your slave has killed some of my men. That is not something I can overlook so easily." Megatron raised his hand and slowly closed it into a fist as he continued speaking. "I suggest you give me one good reason as to why I don't crush you and your army in my bare hands!"

"Because I believe we can help each other." Chrysalis signaled for her troops to wait and flew up to Megatron until she was inches away from his face. "We appear to both be conquerers by nature, and we have forces working to oppose us. You have the Autobots, I have the ponies of Equestria."

Megatron stifled a laugh. Equines? This planet is populated by equines? This will be all too easy." "Go on."

"If you help us conquer Equestria, we will allow you to do as you please with the other half of this world. As an added bonus..." Chrysalis suddenly fired a blast from her horn into Ultra Magnus' head, causing him to freeze where he lay. When he unfroze, his optics slowly began to fade back from sickly green to blue.

Megatron turned towards Magnus, who struggled for a moment to roll himself off his back and onto his hands and knees. The Autobot commander clutched his head and groaned. "Where... Where am I? Why does everything... hurt?"

Megatron looked at Dreadwing, who was still angry over the loss of his brother. Megatron looked back at Chrysalis and smiled.

Twilight Sparkle was exhausted. As she reclined in a chair in her castle library, she read over a list that Mayor Mare had given her. It read off the names of several Ponyville residents who had been checked by Zecora and the Royal Guard and had been cleared of being suspected as a Changeling.

Time Turner. Octavia Melody and Vinyl Scratch (a.k.a., DJ PON-3). Berry Punch. Derpy Hooves. Lyra Heartstrings and Bon-Bon. Miss Cheerilee. Filthy Rich, Spoiled Rich, and Diamond Tiara. Cranky Doodle and Matilda Donkey.

All the names had green checkmarks next to them. Twilight yawned. So far, there were no reports of any ponies of interest or anyone that was missing, thank the sun and moon for that. Still, there were still a couple dozen more citizens that needed to be checked on. As she scrolled down the list and started reading through another section of names, she heard the door open and looked up to see Fluttershy, dressed in a medical uniform, standing in the doorway, accompanied by Flash Sentry and another guard.

Fluttershy walked into the room, with Flash and his fellow guard stepping outside and letting the door close behind them.

"Well, we've both adjusted to our temporary rooms at city hall", Fluttershy said, "but it's not exactly my cottage or her hut. But, we're both ready to go in case someone needs our help."

"That's good." Twilight put down her list on a side table next to her chair. "Have you heard from any of our friends? How have they taken to their new assignments?"

Fluttershy's face immediately changed from calm happiness to nervousness. "Well... that's why I'm here. Princess Luna sent me an urgent message. It said that the Changelings had taken Appleoosa. And Applejack..."

Twilight bit her lip. "Nonononononono! She was only just sent there! "And... what about the others?"

Fluttershy shook her head and answered, "Still no word from Cloudsdale or the Crystal Empire. All we can do now is hope for the best. But, that's not all."

Twilight grabbed Fluttershy's shoulders and started shaking her back and forth. "But what? Did Chrysalis find a new ally? Did she develop some new doomsday spell? Did she capture Starlight? Are Celestia and Sunset okay? What happened?"

Fluttershy was so used to Twilight's freakouts by now that being shaken by her wasn't all that fazing. "Um, well", Fluttershy continued as Twilight stopped shaking her, "you might want to see this." Fluttershy pulled out the letter that Luna sent her, along with a photo attached to it. Twilight's eyes went wide. It was like something out of one of Spike's sci-fi comics. It was a large blue and red robot holding a gold hammer and a Changeling cocoon. Confirming her fears, Applejack was the pony inside of that cocoon.

"My dearest Twilight,

Chrysalis has obtained a powerful weapon to aid her in her conquest of Equestria called 'Ultra Magnus' and has captured Applejack and all of Appleoosa. I have reason to suspect there may be others like this robotic being out there in Equestria right now. If you see them, approach with caution and report your findings to me. I have sent similar warnings to Cloudsdale and the Crystal Empire. Stay safe, my little pony.

Sincerely,

Luna

Twilight's mind immediately flashed back to the night of the UFO crashing outside of Ponyville. First, that object falls out of the sky, then this "Ultra Magnus" shows up? That was no coincidence. She handed Fluttershy back the letter and the photo it came with.

"Fluttershy, I need you to help me assemble a team of guards. I know where this robot came from."

"Do you remember a few nights ago when that tremor ran through Ponyville?" Twilight asked, to which Fluttershy nodded. "That's where this robot came from. If Chrysalis has it under his control, it's possible there's more like it out there. We need to get to them before the Changelings do, assuming they haven't already."
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By the time Bumblebee got to where Ultra Magnus' signal was, the forest was decimated. Trees had been knocked down, cut in half, even set on fire. A large fissure had opened up in the ground. Spilt energon was everywhere. Did Ultra Magnus fight off all of those Decepticons?

With Bumblebee were four other Autobots: Arcee, Smokescreen, Prowl, and Ironhide. Ratchet was able to wake them up after Bumblebee went to help Fixit reboot the Ark's systems. Smokescreen held a scanner that allowed him to find nearby energy signals. Bumblebee looked around, but saw no sign of Ultra Magnus or any Decepticons.

"The area's clear", Smokescreen said, not looking up from his scanner. "I'm not picking up any Decepticon energy signals. If they were here, they've all left by now.

"Still scanning", Smokescreen replied. "Do you think Magnus drove them all off?"

"Wouldn't surprise me if it did", Arcee said, keeping her blasters up. "I bet all this energon is from the Decepticons that got unlucky to get into his line of fire."

"Ah don't know", Ironhide spoke up in his usual drawl. "I don't normally expect Magnus to shed this much energon. And if he's killed anyone, where are the bodies?"

Prowl cooly surveyed the area. Among the cracked landscape and ruined trees and foliage, he noticed shards of metal, along with loose wires, nuts, and bolts. "The Decepticons don't normally take their dead with them off the battlefield", he said. "But then again, the Nemesis may have a crematorium on it, like the Ark does. It may be logical to assume they've found the Nemesis already and made their way back to it via space bridge."

Smokescreen looked up from his scanner, confused. "Didn't Superion cut that hunk of junk in half? How could it still be functioning after that?"

"If I recall from the intel I received about the Nemesis before we launched, it has a backup power supply", Prowl explained. "Someone on the ship may have activated it after we crashed here."

"Well, keep in mind, it's just a theory", Prowl said, "one of several possibilities I've been able to calculate since we got to this spot. I don't want to say anything for a fact until we've found more evidence."

"Prowl, that's probably the best theory Ah've heard out of your mouth in a long time", Ironhide quipped. He'd never liked Prowl all that much. His cold demeanor and almost complete lack of emotion made him frustrating to be around.

As Ironhide griped, Bumblebee surveyed the area again. This time, he noticed something amid the destruction. It was an unmoving body with large shoulders.

"Follow me!" Bumblebee ran to the body, the others close beside him. Whoever it was, they were lying face down. There were signs of injury to the back. Carefully, Bumblebee turned the body over and gasped.

Lying there, the light in his optics burnt gone and a hole in his chest, was Ultra Magnus. Dead. Smokescreen's scanner couldn't pick up any signs of life left in him. Despair washed over the group at the sight of another fallen comrade.

Smokescreen fell to knees and punched the ground. "It's done! Without Magnus, the Elite Guard is done! What are we supposed to do now! DAMMIT!" If Smokescreen was capable of shedding tears, he'd be crying rivers right now.

Arcee placed a comforting hand on Smokescreen's back. Prowl, meanwhile, put a finger to the communicator built into his helmet.

"Prowl to Ark. We need a ground bridge. The Decepticons have long left, and... Ultra Magnus just went offline."

"Scrap." Ratchet's tone on the other end was a mix of sorrow and frustration. Alright. Ground bridge coming up. I have something to tell you once we get back."

A swirling vortex appeared a few feet away. Ironhide, Prowl, Bumblebee, and Smokescreen picked Magnus' body up and solemnly followed Arcee through the ground bridge and into the Ark's transport hanger, where Ratchet was waiting for them with a stretcher. The Autobots placed Magnus down onto it and allowed Ratchet to look it over for a few minutes.

Ratchet sighed as he finished looking over the body. "He suffered a large amount of trauma to his back, from both gunfire and melee weaponry. But the cause of death appears to have been his spark being stabbed through. He must've fought through Hell before he died."

Smokescreen pounded his fists together. "Then, I say we give them Hell back! I'm tired of losing friends to those damned 'Cons!"

"No, Smokescreen", Bumblebee said, holding up a hand. "I'm upset, too, but we need to find Optimus and Jazz first. We need their leadership if we're going to defeat the Decepticons."

"Bumblebee is right", Prowl said. "Besides, we need to find Drift and the Wreckers, as well. There's a good chance they're still alive."

"Actually, that was what I was going to tell you", Ratchet spoke up. The others turned to him. "Our scanners picked up Drift and the Wreckers at the center of this land mass. That's not all, though..."

The others turned towards the hangar entrance to see someone, battered and cracked from falling from orbit, walking into the room. The Autobots' expressions changed from sorrow and anger to hope and joy.

Optimus Prime, tired, but still as calm and resolute as ever, said, "I am alive."

War in Equestria

by FlamingSamurai

Chapter 12