//------------------------------//
// Episode 28: "Attack on the Distant Lands, Part 2" 
// Story: My Little Pony: Friendship is Magic Season 11 
// by twilightsparkle3562 
//------------------------------//

…

"PREVIOUSLY ON MY LITTLE PONY"

…

Cozy Glow: "For the last time, Tirek, your father is far away from you! He's probably dead by now."

Lord Tirek: "No he isn't. He's alive and is probably looking to kill me now that we're both freed from our stone forms."

Grogar: "What better way than to begin our fight than by conquering the weakest out of all the kingdoms in Equestria, the kingdom ruled by King Vorak?"

Lord Tirek: "What if I can help you get away from Grogar?"

Megatron: "What would be in it for me, centaur?"

Waspinator: "Waspinator, former Predacon."

Tempest Shadow: "This Monkey King you speak of. Could he by any chance be…the Storm King?"

Spike: "Twilight, what is it?!"

Twilight Sparkle: "Grogar is here!"

Grogar: "Let the battle begin!"

…

With his powerful army behind him, Grogar charged towards the borders of Vorak's kingdom, determined to begin his conquest of Equestria. The castle was well within his sight and it seemed like nothing could stop him. "Onward my warriors!" He shouted, a bent sword held within his aura. "To our great victory, and the beginning of the end for Equestria!"

Little did Grogar know that not far from him and his army, the Maximals were waiting for him due to having arrived thanks to Twilight's teleportation spell.

"Jumping gyros, would you look at that?!" Cheetor whispered as he and Rattrap hid behind a rock. "Grogar certainly lives up to the stories about him!"

"Eh, Grogar's no match for us, pussy cat!" Rattrap remarked as he cocked his gun. "He and his goons will be slagged before long! Just wait 'til they get a load of us!"

"Don't be too surprised, vermin!" Dinobot growled while brandishing his sword. "Megatron is among their ranks, and where he goes so do the Predacons!"

"Says who?" Rattrap snarled in question.

Dinbot growled back. "Says Discord, the one who returned me to existence," Then, tapping into his radio, Dinobot radioed into Optimus Primal. "Optimus," He reported. "Grogar and his forces are within range. We await your commands."

"All right," Optimus replied, as he hid in another area of the border with Rhinox and Silverbolt. "Once they get within a hundred yards we'll make our move. Remember do NOT let them reach the borders of the kingdom!"

"As you wish." Dinobot replied as the radio link was shut off.

Making sure his own weapon was ready, Optimus looked over to Rhino, knowing that they were about to face their biggest challenge since the end of the Beast Wars.

"Rodimus and his squadron are in position," Rhinox acknowledged. "Tigatron and Airrazor have merged to become Tigerhawk again. It seems their time away enabled their sparks to be intertwined for battle."

"Good, we'll need Tigerhawk's powers to aid us again just like at Mount Aris," Optimus nodded. "Even as long as we can bide time for Twilight and the others to safely evacuate the kingdom, that's all that matters to us. Be ready on my signal."

"Got it!" Rhinox nodded as he prepared his blaster.

So the Maximals took up their positions as Grogar and his forces got closer and closer to the borders. At the same time, Twilight and the others arrived at the castle where Vorak's guards had already taken up their own positions of battle.

"Vorak!" Twilight acknowledged as they headed into the throne room. "We came as soon as the rumbling was heard! Is everything in position?"

"Yes," Vorak replied. "But why are you here? Your assistance is not required, this is not the first time I've had to deal with an invading force."

"Father!" Scorpan protested. "They're here to help us!" Alas, he was not acknowledged.

"Princess Twilight," Vorak explained. "I may admire you and your fellow princesses, but this is my fight and not yours. Leave here at once and return to your lands."

"Aw, Pinkie Pie moaned, randomly pulling out a big party cannon similar to her own. "And I spent all this time preparing a battle sized party cannon just for the occasion."

"And this armor is stylish, you big brute!" Rarity added, going up to Vorak. "I always like to be well dressed for the enemy. Why deny me such an opportunity?"

"Because this is one enemy that you won't be well dressed for." Vorak coldly replied.

"King Vorak, no disrespect," Applejack protested while raising an eyebrow. "But this concerns us as much as it concerns you. Grogar is trying to take Equestria for himself, and yet you want to fight him alone?"

"My army is amongst the best in Equestria," Vorak protested. "We can handle Grogar and his forces!"

"Not by yourself!" Celestia protested back, going up to Twilight and standing by her side. "In fact, you should even be lucky that you have three alicorns fighting alongside you, King Vorak. We both know you worked hard to maintain good relations with Equestria during my tenure. Don't think you can treat my successor differently."

"I agree with my sister," Luna added. "You need all the help you can get whether you realize it or not."

But the arguing was interrupted as Spike looked out the window in fear. "Um, I hate to interrupt the fighting," He spoke up, catching everyone's attention. "But I think Grogar and his forces are about to reach the borders."

Shocked, all raced to the window and saw that Grogar was already close to where the Maximals were currently positioned, waiting to attack!

"Princess Twilight," Vorak pleaded. "I'm giving you and your friends one last chance to flee before it's too late. If the battle becomes as ugly as your last battles with Grogar's forces, I fear you won't survive."

But Twilight wasn't going to give in to Vorak's demands. She and her friends were going to fight. "No," She said firmly, drawing her sword. "We're staying and will fight alongside you whether you want us to or not! We're prepared to lay down our lives if necessary to defend our allies!"

"For once in your life, father, listen!" Scorpan protested. "Don't forget that Tirek is working with Grogar, and he'll surely be out for revenge. With Tirek on his side there's no telling what kind of secrets Grogar knows about our defenses. We need something even he won't be expecting: Allies!"

Sighing deeply, Vorak accepted defeat over the accepting of aid from Twilight and her friends.

…

Back at the borders, Optimus and the Maximals took their battle positions as Grogar grew closer and closer. "All right, as soon as they come into range, take them out!" Optimus ordered over his radio to the other Maximals with their weapons drawn.

Soon, Grogar and his forces were in range and that was the signal for the Maximals to strike. "LET THEM HAVE IT!" Optimus shouted and he and the Maximals began opening fire on the advancing army from all directions!

But as Grogar saw the fire blasts, he snickered and teleported himself and Scarface from view while the blasts hit several unsuspecting donkey soldiers.

"Stand together!" Sombra shouted as he tapped into his dark crystal powers, creating a staircase made of dark crystals that allowed himself and the army under his command to climb right over the Maximals.

Not wanting to avoid the chance of taking down his hated enemies, Megatron raised his dragon head and fired several missiles at the Maximals, one of the missiles striking a hiding place. But as the blasts hit, a tornado of dust blew the blast away! Emerging from the blasts was Tigerhawk! "Well, well, well," Megatron chuckled. "We meet again, Tigerhawk! And soon it shall be for the last time!"

Turning to the other Predacons, Megatron gestured them forward to his side. "Predacons, attack those hiding places and flush out that Maximals!" He ordered. "I want Optimus Primal and the rest of his troop destroyed! Now go!"

"But what about…?" Quickstrike protested, only for Megatron to grab him by the throat and pull him up to his face.

"Never forget who your true leader is, Quickstrike! Unless you wish to suffer the same fate as the traitorous Starscream!" Megatron warned, dropping Quickstrike hard on the ground. "Now get them! Predacons, attack!" And all opened fire on the Maximals, catching them off guard.

"What the cheese?!" Rattrap cried. "Megatron's goin' solo on us!"

"Just keep firing, Rattrap!" Cheetor cried, his guns firing at full speed. "We need to buy as much time as we can!"

Meanwhile, with the Predacons taking care of the Maximals, Grogar and Scarface emerged from their teleportation with the rest of the army not too far behind.

"There's only one way to stop them!" Twilight declared upon observing the carnage. She activated her horn and cast a shield spell around the castle, sending Grogar and his army back hard onto the ground.

"Blast that Twilight Sparkle," Grogar angrily growled as he got up. "A shield spell isn't going to stop me from getting what is mine! Break through that shield spell!"

"But my emperor!" Lieutenant Bray protested. "The shield spell is from an alicorn! It's far more powerful than any force we've dealt with before!"

"I don't care!" Grogar roared. "Do it, or Scarface will have something to snack on!" Heeding his master's command, Bray ordered several donkey soldiers to begin chipping away at the shield spell along with several members of the legion, including Chrysalis.

"No shield spell is going to stop me from reaching my father and brother, Princess Twilight!" Tirek shouted as he began to bang hard on the shield, trying to crack at it with his strength. The more he beat down on the shield spell, the more anger built up inside of the centaur. He was going to get to his father and brother one way or another.

"What's with the shield spell?" Scorpan questioned. "They're already breaking through. What did that even accomplish?"

"It's only meant to wear them down," Twilight explained with her horn glowing. "Take the fight out of them! They should expend a great deal of effort before they destroy it completely, and that's when we'll have them!"

"It's a risky gamble, Twilight," Spike protested. "Do you really think it will work?"

"I hope so, Spike. I hope so," Twilight nodded. "At least it'll buy time for the rest of the empire to evacuate safely."

Meanwhile, Tempest and some guards were down in the courtyard, also waiting for Grogar's forces to weaken. But to Tempest there was only one thing on her mind and that was facing the Storm King head on. "Take whatever comes your way!" She ordered to her platoon. "But remember that the Storm King…is mine and mine alone!"

Sure enough, the Storm King was among the legion trying to break through the protection spell. Using his staff he fired several laser blasts, but only managed to slightly chip away at the barrier. "Come on, come on!" He groaned. "Pretty please work for me?" However, the Storm King's magic was not as effective as it should've been. The more he and the rest of the legion tried to break through, the more the barrier seemed to strengthen. "Curse this useless stick!" He cried while banging on his staff. "I gotta get me a new staff!"

"Just keep trying to break through!" Lavan shouted while trying to melt the barrier with his fire powers, but to no avail.

"This isn't working! The more we try to break through the shield spell the stronger it becomes, my emperor!" Lieutenant Bray cried to Grogar, much to the ram's impatience.

It was then that Grogar got an idea. "Scarface!" He instructed to his pet grizzly bear. "Dig!"

Eager to please his master, the scar faced bear began to dig underneath the barrier, grunting and growling with each stroke of dirt he pushed away. "You must realize, Lieutenant," Grogar remarked with a sinister smile on his face. "That my pet can do more than what you've seen of him until now."

…

Back at the borders, Optimus and the Maximals were having their way with Megatron and the Predacons.

"Come out, come out wherever you are, Optimus!" Megatron taunted as he took to the air, completely ignoring the fact that Tigerhawk was also flying overhead.

"You won't find him, Megatron! But you've just found trouble!" Tigerhawk declared, firing a missile at Megatron from underneath his armpit, to which Megatron deflected using one of his dragon wings. The blast wound up heading to the ground and blasting several Predacons back.

"That's what you think, feathers for brains!" Inferno shouted from behind a rock, firing his gun at Tigerhawk only to have deflected by a pair of green laser eyes.

"What was that?!" Megatron gasped as Dinobot emerged from his hiding spot, brandishing his spinning sword. Megatron could only smile at the sight of his resurrected deserter. "So you're back, Dinobot. How interesting. Dinobot II, take care of your namesake! Prove that you are the superior model!"

Heeding Megatron's command, Dinobot II charged towards Dinobot, colliding with him ahead. But the original Dinobot was able to push his evil counterpart back. Yelling, he took his sword and began to swing it wildly at his carbon copy, Dinobot II managing to defend himself with his tail in an effort to knock the sword out of his hands.

"Give Chopperface some covering fire!" Rattrap ordered to Cheetor.

"You got it!" Cheetor replied and the two Maximals began firing at Dinobot II, hitting him several times. However, Megatron at that moment motioned for Shockwave and Soundwave to circle around and sneak attack the predacons.

Firing from his cannon, Shockwave blasted the rock protecting Cheetor and Rattrap.

"Hey, what the…?!" Rattrap gasped as they saw Shockwave and Soundwave behind them. "Oh great! Who invited you, you tin cat rejects?!"

"Ourselves!" Soundwave declared, jumping onto Rattrap and pinning him to the ground while Shockwave did the same with Cheetor.

Fortunately, Rhinox saw what was happening from the spot where he and Optimus were in. "Rattrap and Cheetor are in trouble!" He cried to Optimus.

"Silverbolt, help them!" Optimus shouted to the wolf/eagle fuzor.

"On my way!" Silverbolt replied as he rushed to the scene!

But Megatron also saw what was about to happen and gestured for Barricade to make his move. The triceratops emerged and jumped onto Silverbolt before he could take to the air. Looking up at Megatron, Optimus felt like he needed to go one on one with him!

"Rhinox, get him off of Silverbolt!" Optimus shouted and Rhinox did just that, ripping Barricade off of Silverbolt while Optimus took to the skies. "Prime Jets, on!"

Once he got up to Megatron's level, Optimus flew a flying punch at the Predacon, sending Megatron back toward the ground. But the Predacon leader rallied with a blast of fire from his dragon head.

"Optimus, hold on!" Tigerhawk shouted and pushed Megatron back onto the ground with a hard thud!

Meanwhile at the barrier, Grogar and his Legion of Doom were continuing to try and break their way through. But by this point their patience was already draining, especially for Tirek who was now banging hard on the barrier. "Curse that Twilight Sparkle and her friends!" He shouted in frustration. "Why must they continue to deny me a chance to get my revenge?!"

"We can't give up!" Cozy Glow protested, using all of her alicorn magic to try and also break the barrier. "Twilight and her friends may be tough, but we're tougher!"

Chrysalis could only snarl. "Easy for you to say! You're a child, you have more energy than most of us!"

But then suddenly, Tirek began to see a crack in the barrier and could only rejoice at the fact "It's cracking!" He cried! "It's cracking!" Using his fists, the centaur began to punch harder and harder at the barrier, causing more cracks to appear.

Unfortunately, for Twilight, the strain of maintaining the barrier was beginning to be too much for her as she started to wobble, struggling to stay upright.

"Twilight, you're running out of energy!" Celestia cried! "Stop this before it's too late!"

"No, I have to…keep trying!" Twilight groaned even as the magic in her horn started to flicker. "We can't give up now!"

"The more she strains, the more the barrier weakens!" cried Luna to Celestia. "What should we do?"

As Twilight continued to strain herself, everyone knew that she couldn't keep this up forever.

"Twilight, it's not worth it!" Spike pleaded!

Twilight groaned. "It's the only way we have a chance! We have to… wear them down!"

Just then, all noticed the barrier starting to break with the cracks reaching the top of the dome. "Father, she can't hold on like this!" Scorpan cried to Vorak. "At this rate, Twilight could really hurt herself, or worse!"

"Why should I care, Scorpan? She and her friends shouldn't have been here in the first place!" Vorak snarled. "This is my fight, not theirs! I warned them not to interfere!"

Horrified at what they just heard, Celestia and Luna finally had enough of Vorak's stubborn nature. "It's our fight too, Vorak!" Celestia cried, her horn raging. "Twilight is draining herself to buy us all the time we need to prepare, but you don't seem to care!"

"How dare you say that to me!" Vorak snapped, stamping his hoof down. "Of course, I care! It's my kingdom, I should be the one defending it, not a pony!"

"You were always a stubborn one, Vorak, Luna protested. "Yet even in your kingdom's darkest hour, you still refuse the help you need to repeal Grogar!"

"Yeah," Applejack added. "Why are you such a stubborn centaur? A good leader knows when to lead by example, and by tellin' us that we shouldn't be here helpin' y'all you're basically admittin' defeat!"

"I agree with Applejack!" Pinkie added. "You don't even deserve to have my party cannon in your arsenal!" To prove her point, Pinkie Pie magically made her large party cannon disappear.

"So what?!" Vorak remarked. "It's my kingdom and I will decide how I shall fight to protect it! I told you that I didn't want your help, and you refused to listen."

Suddenly, Vorak was interrupted by a loud set of screams emerging from outside in the courtyard. Racing over to the balcony, he looked out and saw what appeared to be citizens screaming as Scarface began attacking random gargoyles and centaurs!

"Grogar's bear is on the loose!" Scorpan cried. "We need to stop it, now!"

"If the bear made it past the barrier…" Luna started to say as they looked out to see the gold magic materialize into Grogar himself, already firing magic from his horns at random citizens. "Sister, what should we do?"

"We've got to face him, now! There's no other way!" Applejack protested.

"He seems to be moving towards Tempest's position!" Spike cried, looking through a pair of binoculars. "Should she move towards Grogar?!"

"Let's focus on getting our subjects to safety, Father!" Scorpan cried, looking over at Vorak with a worried expression on his face.

"Are you just going to stand there while your subjects are left to that bear's mercy?!" Luna cried, but Vorak said nothing.

Fed up, Celestia and Luna had no other choice. Running over to the window, they activated their magic and began to randomly engulf the citizens of Vorak's kingdom and teleport them to safety!

Angered, Grogar looked up and saw Celestia and Luna standing on the balcony. "If that's the way you want to play," He growled, looking up at the two sisters as the barrier continued to break more and more. "Then I can play that game as well." As Grogar yelled those words, donkey soldiers began crawling out from underneath the hole that Scarface had dug up.

"They're breaking through!" Celestia gasped in alarm!

"We got to face them and drive them back!" Rainbow Dash cried while putting her helmet on. "Who's with me?!"

Suddenly, the ponies heard a loud scream of pain from Twilight as her horn gave out and she collapsed onto the floor.

"TWILIGHT!" Celestia screamed, running over to her daughter figure's side. Right away, she could see that Twilight's magic had been strained and that she had no more magic inside of her. "Her magic's gone!"

No sooner did Celestia say those words than at that very moment, the barrier finally began to collapse, bits of magic falling onto Vorak's kingdom like rain. This was a delight for Grogar to witness as the fall of the barrier only meant one thing: His legion could now advance towards the kingdom unhindered. "The barrier has broken! Let the destruction commence!" Grogar declared, looking back towards his legion. "Forward, my minions!"

Having heard this, Tirek finished off the remnants of his portion of the barrier and now had a clear path towards his former home. "Yes," Tirek roared as he charged into the kingdom along with the rest of the army. "Yes! At last, I will have my revenge!"

…

The fall of the barrier was also seen by the Maximals as they tried to fight off Megatron and the Predacons. "The barrier! It's fallen!" Optimus cried as Megatron struck Optimus with a blast of fire from his dragon head.

"Obviously you must pay more attention to your surroundings, Optimus," Megatron remarked with a smirk. "Otherwise, look what happens."

Crashing down on the ground, Optimus struggled to get himself back onto his feet. "Rhinox!" Optimus yelled over to his second-in-command. "The barrier's fallen! Twilight and the others will need backup! Get some Maximals to help out!"

"Right away, Optimus!" Rhinox called, only for Barricade to climb on top of him and pin him down.

Fortunately, having been freed from Barricade's grasp, Silverbolt took to the air and flew towards the kingdom.

Seeing her love fly off towards the kingdom, Blackarachnia decided to follow.

"Blackarachnia, where are you going?!" Rodimus Primal cried, turning to the former Predacon.

"I'm going to back up Silverbolt!" Blackarachnia answered. "He can't go alone!"

"She's got a point there, kitty cat." Skids remarked.

Rodimus realized there was no point in arguing. "All right, you can go, Blackarachnia," He sighed. "Skids, Mudflap, you back them up! Ironhide, Ratchet, we'll hold our position here and await further orders!" Her request granted, Blackarachnia transformed to beast mode and proceeded to go after Silverbolt with Skids and Mudflap following right behind her.

…

Back at the kingdom, Grogar and his Legion of Doom continued to get closer and closer to the castle and realizing that they needed to repeal him, Twilight's friends needed to act fast.

"Tempest needs to meet them!" Fluttershy cired, looking back to Applejack and the others.

"So do we," Rainbow added. "We've got to keep them out of the castle until Twilight can recover and fire up her shield spell again."

"Be careful out there, please." Spike pleaded.

Yet just as the five princesses were about to leave, they heard a faint cry from Twilight. "Wait!" She weakly cried while trying to get back on her feet. "I'm going with you."

"Twilight, no! Your magic is too weak right now to be of any use!" Celestia cried in proteste, pulling Twilight back with her magic aura. "I can't let you go, not like this!"

Twilight weakly whimpered. "Celestia…"

"You need to charge your magic, Twilight." Celestia firmly pleaded.

Meanwhile, feeling like he'd heard enough, Scorpan decided to stand up to his father. Leaving his father's side, he proceeded to go to the sides of the five princesses.

"Scorpan, what are you doing?!" Vorak demanded.

"I'm going to defend this castle with help from our allies, Father," He defiantly declared. "And you can't stop me!"

Vorak tried to speak, but was unable to. His face filled with disgust over how his youngest son was defying him.

"Ready?" Scorphan asked the rest of the princesses and nodding in reply, they all proceeded to make their way out of the throne room.

"Insubordinate son of mine!" Vorak growled in disgust.

"Perhaps he will do Equestria and your kingdom a service by at least defending it," Luna snapped as she and Celestia knelt besides Twilight. "You should be proud of him, but you're letting your hatred for Tirek cloud it all."

Meanwhile, as they all ran out of the castle, Scorpan and the other princesses raced towards Tempest and her platoon, the fall of the barrier signaling that they were about to charge into battle.

"Tempest are you ready to rock?!" Pinkie Pie asked.

Silently nodding, Tempest drew her sword and pointed it in the direction of Grogar's advancing forces. "CHARGE!" She screamed and the platoon combined with the young gargoyle and five of Equestria's princesses charged towards the advancing Grogar and his Legion of Doom while Vorak, Celestia, Luna and Waspinator watched from above in the castle.

The true battle for King Vorak's kingdom was about to begin!

…

TO BE CONTINUED