Transformers: Fall of Equestria

by JDPrime22


Aliens

Twilight, Fluttershy, Pinkie, Rarity, Rainbow, Applejack, the Cutie Mark Crusaders, and Spike were frozen in fear.

This creature was even more freighting than Grimlock! If that was possible.

It had that same red visor, but it didn't have a mouth. It was smaller than Grimlock was, but was still pretty big. It had dark blue armor and some purple lights on it. Its chest glowed purple with a menacing looking symbol on it.

“Minicons, attack!”

When it spoke, it sent shivers down Fluttershy's spine. It suddenly pressed a button on his shoulder and to the pony's and dragon's amazement, its chest opened and three squares came out.

The first square transformed into some kind of bird, it squawked and landed on a branch, staring at the ponies. The second square transformed into some kind of red two-legged creature with a long stick for a hand. The third square transformed into a small two legged creature with giant mallets for hands. It landed behind the ponies and glared at them.

The ponies turned around to see this strange creature; they were scared when it started smiling maniacally.

"Alright little organics, lets tumble, Rumble style!" The creature shouted and smashed his mallets to the ground, causing a tremor that made the ponies shake as they tried to regain their balance.

Applejack got in front of her friends and sister, "Y-ya stay back ya here!"

Rumble smirked and started laughing. Fluttershy backed up frightened until she felt her rump hit something cold and hard. She turned around slowly and saw the giant monster staring down at her.

"Eep!" Fluttershy squeaked and ran back towards her friends. Soundwave got in closer and put his hand up, the Minicons backed off as ordered.

"Scanning..." Soundwave said and pressed a button on his head. His visor glowed blue and a scan went over all the ponies and dragon. Rarity looked shocked as the scan went over her.

"How dare you look at me you brute?!" Rarity screamed and covered herself in embarrassment.

Soundwave's visor went back to red as he spoke, "Scanning complete, species: horses, specifically known as: ponies, other species: dragon. Need more results, Rumble, subdue the ponies."

"With pleasure, Soundwave," Rumble said and grabbed Rarity.

"Don't you dare touch me!" Rarity screamed and bucked Rumble, which made him fall backwards.

"Rarity, run and get help!" Twilight screamed.

Rarity took off galloping towards the way they came, Soundwave acted quickly. "Laserbeak, attack, the pony must not escape!" Soundwave ordered.

Laserbeak flew down and scooped up Rarity, she started screaming and slashing around.

"Somepony help me!" Rarity screamed.

Rainbow Dash took to the skies and knocked Laserbeak out with her full speed, Laserbeak fell to the ground. "Yeah, taste the rainbow you overgrown turkey!" Rainbow yelled holding Rarity.

Applejack was busy fighting off Rumble who tried to attack Applebloom. Applejack bucked Rumble with her full strength which made him fly back and hit a tree.

Soundwave was getting impatient, "Frenzy, attack the orange pony!"

Frenzy nodded and pounced on Applejack; she fell to her back and held up her hoof. Before Frenzy could finish her off, Twilight used a magic beam and knocked him off of her. Pinkie helped Applejack up.

"Ponies battle worthy, prepare to be annihilated." Soundwave said and his right hand transformed into some kind of weapon that began to create electricity at the end.

Rainbow flew forward at Soundwave who simply swatted her aside. Rainbow landed by her friends with a loud grunt, they all looked up to Soundwave pointing his gun at them.

The ponies didn't know what to expect from that strange weapon in Soundwave's right hand, but it seemed dangerous. When he was about to fire a loud screech filled the air. The ponies, and dragon looked up and so did Soundwave, they all saw a giant metal-like bird heading right for them!

The bird changed in front of the ponies eyes; it landed on the ground and was now a two legged creature like Soundwave.

"Swoop!" Soundwave yelled and fired his gun at him. Swoop dodged the lightning and kicked Soundwave, sending him into a cluster of trees.

Swoop turned towards the strange aliens and screamed, "Go organics! I'll protect you so you can get out!"

Ignoring the confusion, the ponies and Spike ran towards a clearing deeper into the forest. But suddenly Rumble came back and blocked their path.

"You're not getting away that easy!" Rumble yelled but was kicked by Swoop.

“I said go!!!" Swoop yelled before he was tackled by Soundwave.

The ponies watched in awe at this clash of the titans going on. Soundwave punched and fired at Swoop who retaliated with punches of his own.
________________________________________

Rummaging through the forest was Grimlock himself. He was very disappointed, he never found his Dinobot brothers, and worst of all he was lost.

He needed Energon…he can’t live like this.

“Hear…voices.” Grimlock muttered and pushed down a couple of trees.

‘Starving….starving…..starving.’ The voices continued their little games with the mighty Dinobot. Grimlock shook his head and collapsed on one knee.

"I give up, I will never find the Dino-" He began but heard fighting and metal being pounded not far from him. "Fighting? I love fighting!" Grimlock said but then heard a screech.

"That sounds like..... SWOOP!!!" Grimlock said and transformed into his dino form. Several forest creatures scurried away in fear when this new beast suddenly appeared in the Everfree. He roared and took off towards the sound of the fighting.
________________________________________

Swoop was being paralyzed by Soundwave's sound attacks. The Dinobot clutched his head in pain and fell to his knees. Soundwave laughed, it was a very disturbing, cold laugh that made the ponies shiver.

"Hee, hee, hee, hee, ha, ha, ha, ha, ha!" Soundwave continued to laugh as he was winning against Swoop.

Suddenly, Soundwave stopped laughing as a loud roar was heard. Soundwave turned to his right and saw two trees topple over, revealing the large metal T-Rex that growled with hunger at the Decepticon.

Twilight smiled and shouted, "It's Grimlock!"

"THAT'S Grimlock?!" Spike yelled very confused at this point.

Grimlock roared again and charged at Soundwave, the communications officer tried to run but was caught in the massive jaws of the Dinobot. Grimlock flung him to the ground.

Soundwave got up and said, "Rumble, Laserbeak, Frenzy, return!"

The three Minicons transformed back and slid into Soundwave's chest. Soundwave transformed into his car mode and drove off into the forest.

Twilight and Spike felt a nudge behind them, they turned to see Rarity. "Come on Twilight! Let's get out of here!" Rarity sharply whispered.

"But its Grimlock, he saved us again!" Twilight whispered just as sharp.

"It doesn't matter let's go!" Rarity yelled a little and took off after the group, Spike and Twilight followed.
________________________________________

Grimlock looked at Swoop who was obviously struggling to get back up. Grimlock transformed back and helped Swoop up. Swoop looked at Grimlock and gasped.

"Grimlock, is that you?" Swoop asked.

"Yes, I'm glad I found you." Grimlock told him.

Swoop stood up on his own and said, "Grimlock, do you remember anything that happened after you destroyed the Space Bridge?”

“No…do you?” Grimlock asked.

Swoop nodded and explained, “Slug, Snarl and I watched as the Space Bridge began to collapse. We didn’t know what happened to ya and we didn’t like it. But it only got worse…”

“What happened?” Grimlock asked obviously expecting to get an answer this time.

Swoop sighed and said, “A massive explosion came from the tower. It overcame all of us and the last thing I knew…I was here.”

Grimlock sighed and said, “So that’s how we got here. We need to find the others.”

Swoop nodded and transformed back into his pterodactyl form. He floated above his leader and shouted, “Grimlock, I have a locater, we can find the others!”

"You can?! Swoop, lead the way!" Grimlock said.

Swoop did as he was told and flew into the air. "Grimlock, follow me!" Swoop yelled and flew off. Grimlock ran close behind him.
________________________________________

It was getting harder to see her friends; the forest was getting thicker and thicker. Suddenly, Twilight tripped on a root and fell face first on the ground. She looked up to see Spike and her friends leave her behind.

"Hey, wait!" Twilight yelled, but it was too late, she was alone now.

Twilight shivered and looked around; she was really deep in the Everfree Forest now. She began to get teary eyed but held back tears as she looked for a way out. She began walking slowly through the forest, flinching at every little sound that was made.

Twilight finally came across a large field of grass in the middle of the forest; she sighed happily and walked inside. It was a good spot to be when you were lost; you could find a way out easier.

As Twilight walked in the center she stopped and listened to what sounded like buzzing. The buzzing became very loud and Twilight looked up and saw what was making the strange sound.

Many large insect-like creatures were flying towards her!

Twilight screamed and started to run, but her path was blocked by a giant insect that licked its lips with what appeared to be a forked metal tongue. Twilight looked at it and saw the same symbol that Soundwave had.

She turned and ran the other way but was stopped by another insect. Finally, Twilight was surrounded by several giant insects. Twilight cowered and saw one of them transform. It also had a visor like Soundwave; this creature was yellow and purple with a little green in it. It glared down at Twilight.

One of the insects spoke up, "So Kickback, can we eat this organic?"

Kickback looked at Twilight again; she was shaking with fear as she heard the words 'eat this organic.'

"Do whatever you want with it Insecticons, Megatron doesn't us bringing back anything that seems as worthless as this. This. This." Kickback explained.

The Insecticons moved forward on Twilight who backed up until she saw another insect behind her. She was trapped, there was no way out! Twilight closed her eyes and curled up in a ball, she let the tears fall this time.

"Somepony, help me!" Twilight screamed in a hope that her friends had heard. The Insecticons laughed and continued to move forward on their lunch. Twilight waited for her death to come, she just wished it would be fast.

That is, until Twilight heard a loud beeping sound.

She opened her eyes slightly to see the Insecticons taking defensive postures. She looked over at what they were looking at and it made Twilight gasp in shock.

There from the forest, came a white long box with wheels. It charged at the Insecticons and in front of Twilight's eyes, transformed. It changed into a tall two legged creature; it was white, red, and green. Twilight could not see its face, only its glowing blue eyes.

Suddenly, the Insecticons charged at the creature that kicked and punched them away. Kickback got angry and charged at the white creature, they locked hands and pushed at each other. Kickback gave in, and the white creature threw him against the Insecticons.

"Insecticons, retreat!" Kickback yelled and transformed back into a beetle and flew off. His Insecticons did the same and soon.......all was quiet.

Twilight didn't stop shaking and barely looked up at this new creature. It suddenly looked at Twilight which made her close her eyes and whimper. She heard loud footsteps headed her way. She opened one eye barely to see the creature get lower to her.

The violet unicorn felt herself being gently lifted up. The creature cradled her in his hands and Twilight stopped shaking. She opened her eyes and looked up to the giant face staring at her with glowing blue eyes.

It spoke, "Don't worry little one, you're safe now." When it spoke, ovals on the side of its head lit up. It didn't have a mouth either.

Twilight spoke after a few seconds, "Th-thank you."

The head went back a few inches and said, "You can talk?"

Twilight gulped and said, "Y-yes I can.....thank you for saving my life."

"Eh don't sweat it, I wasn't just gonna let those Insecticons eat ya up." It said.

Twilight smiled a little and asked, "What's your name?"

The creature answered, "The name's Wheeljack."
________________________________________

The ponies and Spike stopped after a while and caught their breath. Spike wiped a beat of sweat off his brow before looking around. They had definitely lost whatever it was that was chasing them.

Wait…was anything even chasing them?

"Is... is everypony okay?" Applejack asked.

"Wait, where's Twilight?!" Pinkie screamed. They all looked around; Twilight was nowhere to be seen.

"Oh this is terrible! This is THE. WORST. POSSIBLE. THING!" Rarity exclaimed.

"Twilight is out in the forest alone, and there are monsters everywhere!" Sweetie Belle screamed.

"Now, now, calm down everypony, all we have to do is look fer her, she can't be far." Applejack explained.

"Oh, I hope we find her." Fluttershy said.

"Yeah...." Spike said with tears in his eyes.

"Now come on, let's go.....this way!" Applejack pointed and trotted towards an open clearing. The others followed.
________________________________________

Wheeljack was walking through the forest, with Twilight in his hands; they were talking the entire way. Twilight asked many questions about what he was. Wheeljack didn't want to tell her too much information.

They finally came across what Wheeljack was looking for, the Autobot camp. Wheeljack covered Twilight with his other hand and told her to be quiet. She did and waited. The Autobot camp didn't have much, just a big fire spot that the Autobots made to see well.

Wheeljack walked into the camp and saw his Autobot brothers talking.

"So, anymore ideas that could get us back to The Ark, Perceptor?" Skydive asked.

Perceptor looked at the fire and said, "I still cannot locate The Ark. In fact, I can’t get any readings on this planet.”

The Autobots were in a sad silence until Blaster said, "Hey, how 'bout some music? That ought to cheer us up!”

"Shut up, Blaster!" Ironhide yelled obviously not in the mood.

"But I just-" Blaster began until he heard Wheeljack behind him.

"Guys, you'll never believe what I found!" Wheeljack said very excited. The Autobots came closer to him as he went by and stood near them.

"What is it?!" Ratchet said looking at Wheeljack's hands that were cuffed up.

"Okay, but you can't tell Optimus about it.....wait, where is Optimus?" Wheeljack asked.

"He went scouting somewhere, he'll be back soon." Sideswipe told him not taking his eyes off Wheeljack’s cupped hands.

"Okay....guys, I found a species on this planet, the first alien we will ever interact with is in my hands." Wheeljack explained and opened his hands.

The Autobots gasped and looked with wide eyes at the purple pony. Twilight began to cower again and she shook with fear at all the strange creatures staring at her.

"It's okay Twilight, these are my friends, and we won't hurt you." Wheeljack explained and rubbed her mane with his finger. Twilight stopped shaking and forced a smile.

"What is that?" Hound asked.

"Twilight, would you like to tell them?" Wheeljack asked looking down at her. She nodded and smiled.

"My name is Twilight Sparkle, I'm a unicorn." Twilight told them.

"What's a unicorn?" Perceptor asked.

"What planet are we on?" Ratchet asked her.

"You can talk?!" Ironhide yelled.

Twilight got confused at all the questions that were asked, but she thought and answered the simple ones.

"You are all on the planet of Equestria, why, are you.......aliens?!" Twilight's ears perked up and she scrunched her face up adorably.

Cliffjumper dawed and said, "Awww you're so cute!" Twilight blushed and smiled a little. But she remembered what she asked.

"Are you aliens?" Twilight asked. Ratchet was about to answer when a stern and deep voice came from behind them.

"What's going on here?"

The Autobots turned to see their leader, Optimus Prime, walking towards them with arms crossed. Obviously the Autobots were making quite a ruckus and Optimus wanted to know why.

"Hehe..... Hey Optimus," Wheeljack nervously said.
________________________________________

The ponies and Spike kept moving forward through the forest, they still didn't find Twilight, they were all getting worried.

"Oh no, Twilight was probably captured by some beast!" Rarity panicked.

"No, don't think that!" Applejack yelled back.

"Everypony look, a campsite!" Pinkie said excitedly.

All of them looked from the bushes and saw many large creatures surrounding a camp fire. Each of them had many different colors which was odd. All of them had a strange symbol that didn't seem as threatening as the symbol they saw on Soundwave. Rainbow Dash looked and saw Twilight being held by one.

"They got Twilight." Rainbow whispered.

"We'll get her back." Applejack said and glared at the creatures.

Fluttershy put the Cutie Mark Crusaders and Spike behind a tree and said, "Stay here, until we say it's safe."

They nodded. Fluttershy, Rarity, Pinkie, Rainbow, and Applejack looked at Twilight one more time. "Okay.....one...... two...... three..... CHARGE!!!!" Applejack yelled and they charged out of the bushes, toward their friend.

Twilight heard the scream and looked to see her friends charging at the creatures that she had suddenly made friends with.

"Oh no...." Twilight whispered to herself as her friends attacked.