Transformers: Fall of Equestria

by JDPrime22


Old Times, New Battles

Twilight had suddenly remembered what Optimus showed her friends and her, that strange light show that had a picture of a powerful being; it was Megatron, the leader of the Decepticons. This was Optimus' greatest foe? He didn't seem so dangerous.

"Hello, Prime." Megatron smirked and walked closer. Optimus got in front of the ponies and put his hand up.

"Not now Megatron, there are innocents here!" Optimus yelled.

Megatron laughed and the ponies got a little frightened, it was a dark and evil laugh that caused the ponies to shiver. "There were innocents on Cybertron, Prime, that never seemed to stop you." Megatron smiled evilly.

Optimus clenched his fists and glared at his nemesis. All the ponies stayed behind him and looked from behind his massive legs, but of course, Pinkie's curiosity got the best of her.

Pinkie dashed forward and looked up at Megatron, smiling from ear to ear.

"Pinkie, no!" Optimus yelled but it was far too late.

"Hi, I'm Pinkie Pie, so you know Optimus? That's so cool! So what are you here to do? Be friends with us? Party with us? Eat us? Megatron sounds like a cool name, don’t you think? Pinkie Pie is a cool name too but Megatron just sounds so STRONG!" Pinkie said and flexed out her arm to show how strong she was, which she wasn’t.

Megatron looked at her disgusted and lowered his cannon at her.

"Get away you disgusting germ!" Megatron yelled and fired.

The ponies, Spike, and Royal Guard gasped. Pinkie's eyes got bigger as the energy ball went straight for her. Luckily, Bumblebee grabbed her and got out of the way as the blast destroyed the ground where Pinkie was just a few seconds ago.

Pinkie stuck her head out of Bumblebee's arms and said, "You big meanie!"

"I've had it with this world! I'm going to bring it to fiery inferno! I will kill every living being on this planet and suck it dry of energy!" Megatron yelled in anger but then looked back at the Autobots.

"But first, I'll finish all of you off." Megatron threatened and raised his hand forward.

"Decepticons, attack!!!"

The forest erupted with many giant beings they fired blasts from their guns at the Autobots who fired back. The ponies, Spike, and Royal Guard were too frightened and confused to know what to do. Many flying triangles came from the skies and shot at the Mane 6, they closed their eyes not expecting what to happen.

Fluttershy opened her eyes to see Optimus in front of them with a smoking chest, he had just been shot! Optimus looked back at them and picked them up in his hands. The Mane six, Cutie Mark Crusaders, and Spike were placed on the outside of the battlefield.

"You'll be safe here." Optimus told them.

Twilight looked frantically and screamed, "Where’s Shining Armor?!"

Optimus looked back and saw Shining Armor shooting strange beams from his horn at the Decepticon Onslaught, who merely laughed and kicked him aside. Twilight screamed again.

Optimus charged in and punched Onslaught in the face, sending him crashing to the ground. Optimus Prime picked up the unconscious Shining Armor and placed him with the rest of the ponies. Twilight nudged him with her nose and Shining didn't move. Twilight was getting worried.

"He'll be alright, he is just unconscious." Optimus assured her and got back up. To the ponies amazement, Optimus' right arm transformed into a shining blue barrel. Optimus cocked it and looked back at the ponies.

"Stay here." He told them, the ponies got the message, don't try and be heroes.

Optimus charged forward and shot blasts from his path blaster at the Decepticons who fired back. Megatron saw Prime coming for him and brought his hand towards a group of Decepticons.

"Onslaught, Brawl, Vortex, Blast Off, Swindle, combine into Bruticus!" Megatron ordered.

The ponies were even more amazed when they saw the five giants combine into this towering colossus. He had to be at least 90 feet tall! He trudged through the battlefield and shot at the Autobots who tried to block the massive blasts.

When this mighty Decepticon named Bruticus was getting close to Optimus Prime, the unthinkable happened…

….a giant roar was heard coming from the forest.
________________________________________

-5 minutes earlier-

Grimlock, Slug, Snarl, and Swoop, were pacing themselves through this never ending forest, all except Swoop who was flying above them, locating the Autobots. Grimlock was just relieved to be reunited with his Dinobot brothers.

"This is taking too long; I want to fight some Decepti-goons!" Slug complained as he was assisting the injured Snarl.

"We will not fight until we found the Autobots, than we find Decepticons who we can crush." Grimlock explained.

Slug grumbled and looked up at Swoop, "What is taking so long, Swoop?!" Slug yelled.

“I can't find the Autobots. My locator is actin’ weird." Swoop said.

Grimlock and Slug grumbled in anger, except Snarl who winced in pain again and held his injured side. After another few minutes, Swoop heard the sound of gun fire.

"I here gun fire! YES, Bots and ‘Cons are fighting not too far away!" Swoop cheered and dashed forward.

"Yes! I finally get to fight!" Slug yelled and dropped Snarl. Slug ran forward, only to be stopped by Grimlock.

"No, I'll go in first and then you follow!" Grimlock said.

"NO!!! I want to fight now!!!" Slug yelled.

"I am your leader, you do what I say!!!" Grimlock said and moved his face in closer. Slug backed up in fear.

"Okay Grimlock, but I shall assist when I want to." Slug said and picked up Snarl again.

Grimlock looked up and yelled, "Swoop, get back here!!!"

On cue, Swoop landed and transformed. He looked at Grimlock with anticipation. Grimlock stepped forward in front of the Dinobots and transformed into his dino form. Grimlock's T-Rex head looked back and said, "I will go first, you follow."

Slug and Swoop nodded. Snarl just put his head down in disappointment, knowing that he can’t be much of help. Grimlock reared his head back and roared as loud as he could. He then suddenly charged towards the sound of fighting.
________________________________________
The ponies and Spike looked at a side of the forest and saw Grimlock break through the trees and charge at Bruticus.

Twilight beamed and said, "Grimlock is back!"

"Is that a good thing?!" Scootaloo screamed.

"You'll see!" Rainbow Dash said and stared forward at Grimlock charging Bruticus.

Bruticus looked down and saw the mighty Dinobot heading right for him! Grimlock brought his jaws forward and bit down on Bruticus' leg. Bruticus shook him off and punched Grimlock in the face. Jazz fought through the battle and somehow, got behind Bruticus. Jazz used his grappling hook and launched himself to Bruticus’ back. When he climbed all the way up to Bruticus’ head, he shot him several times with his gun.

Bruticus shook his head trying to get Jazz off; until the ponies noticed two other Autobots come from the forest too! The first one transformed in midair and was now a four-legged beast with horns on its head, it charged at Bruticus with smoke erupting from its mouth. The second one, the ponies recognized, it was the one that saved them. This one transformed into the giant metal bird and flew at Bruticus.

The first one rammed its head into Bruticus' leg; Bruticus fell to one knee as Grimlock breathed fire all over his chest. The second one flew up above and shot blasts at Bruticus' back.

Bruticus had enough and swatted Swoop out of the sky, Swoop crashed on the ground with a loud screech. Bruticus got back up lifted up Grimlock and threw him against Slug. Optimus saw this and acted quickly.

"Aerialbots, Transform and merge into Superion!!!" Optimus ordered.

Silverbolt, Air Raid, Slingshot, Fireflight, and Skydive transformed into their colossus form. They were the same size as Bruticus. Superion and Bruticus charged at each other and locked hands, each one trying to push each other aside.

Megatron was getting tired of this and yelled, "Scrapper, Scavenger, Bonecrusher, Long Haul, Mixmaster, and Hook, combine into Devestator!" The Constructicons did as they were told and formed Devestator. Megatron looked at another group of Decepticons.

"Motormaster, Breakdown, Dead End, Wildrider, and Dragstrip, combine into Menasor!" Megatron ordered. The Stunticons did just that and were now their massive form of Menasor. Megatron pointed at Superion and yelled, "CHARGE!!!"

Devestator and Menasor charged and attacked Superion. Bruticus got back up and saw Devestator and Menasor holding Superion's arms. Bruticus walked forward and delivered a punch to Superion’s unsuspecting face.

Fluttershy covered her eyes and said, "I can't watch!"

Applejack nudged her and said, "Look!"

Fluttershy opened her eyes and saw a new Autobot come out of the forest where the other ones did. This one struggled to transform but eventually did and it was now a giant spiked monster on all fours. This Autobot swung its tail and knocked Devestator on the ground.

Superion got back up and knocked Menasor on his back; Superion then tackled Bruticus and gave him several punches to the face. Megatron was getting frustrated after his greatest fighters were being defeated. He then saw something that made his circuitry freeze.

Optimus Prime was charging right for him.

Megatron shook away the fear and charged as well. Two Autobots tried to attack Megatron but the mighty Decepticon lord brought out his mace and smacked the Autobots Warpath and Wheeljack with his mace. They landed on the ground in pain.

Megatron aimed his cannon and shot twice at Optimus. He hit both shots perfectly on Optimus' chest but Prime kept moving forward! Megatron looked up and saw Thundercracker and Skywarp heading for the Prime.

Thundercracker transformed and shot at Prime with his neutron assault rifle. Skywarp transformed, brought out a sword, and sliced at Optimus. Prime blocked the sword and hit Thundercracker with his path blaster. Skywarp sliced again but Optimus was too quick and shot Skywarp in the face. The two seekers were out of the battle.

Optimus brought his gun back up but Megatron kicked Prime in the chest. Optimus fell to one knee as Megatron stood above him. Optimus looked up to see the face of his old enemy.

"I've waited a millennia for this, Prime, time to meet your superior." Megatron said and raised his mace.

"NO!" Twilight shouted but immediately covered her mouth.

Megatron looked over and saw the ponies hiding in the bushes. "Awww, so these are the species of this planet." Megatron said as he began walking towards the ponies. Optimus grabbed his foot and Megatron looked down.

"Please brother, do not harm them!" Optimus pleaded.

"Brother?!" Rainbow shouted with as much confusion as all the other ponies were feeling.

Megatron raised his mace and shouted, "You don't tell me what to do!"

Megatron finished with smashing his mace against Optimus's face. Prime fell back, unconscious. Megatron continued to move forward. He glared down at the ponies when he was close enough.

"You, Soundwave lost to you?!" Megatron yelled, "That is just pathetic!!!"

Applejack gulped and said, "You...you stay back ya here!"

Megatron glared at her and roared, "YOU CAN'T CONTROL ME!!! SOUNDWAVE MAY HAVE LOST TO YOU, BUT I WON'T!!!!"

The ponies were terrified now and got close to each other. Even Rainbow thought that this guy was more terrifying than Grimlock.

Megatron raised his cannon at the ponies as it charged up.

"Oh no... Not again." Pinkie whimpered.

As Megatron was about to fire, he heard a loud roar and turned to see a T-Rex charging at him!

Grimlock bit down on Megatron's right arm and lifted him up. Megatron struggled to get free, and eventually freed himself by shooting Grimlock in the eye. Grimlock released him and shook his head to regain his focus; Megatron shot more blasts at Grimlock who couldn't block them with his tiny dino arms.

Megatron jumped on Grimlock's back and shot him several times in the head. Grimlock was faltering and fell on the ground. Megatron got up and put his foot on the side of Grimlock's face.

"I have just defeated the mighty Grim-AHHH" Megatron said as he was tackled by Optimus.

Optimus gave Megatron the beating of a lifetime. He punched his face several times while Megatron tried to block. Megatron caught one punch and pushed Optimus off of him. Megatron aimed his cannon at Prime and shot him in the leg. Optimus yelled in pain and clutched his now destroyed leg.

"I should have killed you on Cybertron!" Megatron yelled and picked up his mace.

Megatron lifted up his arm with the mace in it and was about to bring it down on Optimus Prime....

....only to have his left arm ripped off.

Megatron, in utter horror, grabbed where his left arm used to be. He looked back to see Grimlock holding his arm in his mighty jaws. Megatron lifted up his right arm and aimed his cannon at Grimlock....

....but got the surprise of his life when Grimlock's tail impaled his stomach.

Megatron coughed up Energon and fell on his knees. He screamed in pain when Grimlock pulled his tail out along with several pieces of shrapnel and circuitry. Megatron fell to his knees and clutched his wound with his only remaining arm. The ponies and Spike have never seen such carnage before; these Autobots and Decepticons had quite a history of rivalry. But before they could think of anything else, they looked over to see Optimus Prime limping towards Megatron.

Megatron looked up at Optimus Prime who kept a simple glare.

"So Prime.....are you going to finish this?" Megatron said coughing up more Energon. Optimus glared down and aimed his path blaster at Megatron's head.

Megatron smirked and said, "So you choose to end this by killing me huh? Maybe you're not as weak as I thought."

Optimus waited a few seconds and put his gun down. Megatron was surprised. "If I kill you, it wouldn't make me any better than that of what you have become." Optimus said.

Megatron was stunned, after everything he did to Prime, Optimus still wouldn't kill him.

Optimus grabbed Megatron's throat and said, "But one day….keep this in mind…..one shall stand......one shall fall."

Optimus was interrupted by a laser hitting his shoulder. Grimlock dropped the arm and looked up to see several Decepticons flying by and shooting at them. Optimus fell back and saw as Demolisher, Sharpshot, Ramjet, Thrust, Dirge, Thundercracker, and Skywarp stood by their hurt master.

Megatron groaned in pain and fell on his back; Demolisher smirked at how much pain Megatron was in.

"How do you feel, oh mighty leader?" Demolisher joked and kicked Megatron in the side. Megatron groaned even more but didn't move.

Demolisher turned towards the rest of the Decepticons and said, "Let's get out of here! The Autobots are overwhelming us!" All the jets that were surrounding Megatron transformed and flew off. Megatron looked up to see Soundwave staring at him blankly.

"Soundwave.....please do not leave me." Megatron actually begged!

Soundwave went down and picked up Megatron, "As you command, Megatron."

Soundwave walked off with his master, Rumble was following behind him carrying Megatron's severed arm. Optimus looked as the Decepticons were retreating, either flying or driving away into the forest. The Combaticons, Stunticons, and Constructicons fell apart from their colossus forms and ran away into the forest.

All was quiet yet again.

Optimus sighed with relief and got up. He walked by the ponies and motioned them to come out.

The ponies didn't move as they were frozen in fear. Optimus went closer to them and said, "It is alright, we are here, they are gone." Optimus held out his hand and the ponies slowly climbed on, as well as Spike and Applejack carrying the unconscious Shining Armor.

Optimus walked to where his Autobots were. They were in serious pain and could barely move from the massive onslaught of the Decepticon forces. Optimus let down his hand and the ponies climbed out. Optimus went closer to his team.

"Are all the Autobots okay?" Optimus asked.

Ratchet came up and said, "The team is fine, all except Sideswipe, he got shot up pretty bad."

"Awww, Sideswipe." Optimus looked down at his friend who was getting medical treatment from Perceptor and Wheeljack. Optimus Prime went down and held Sideswipe's hand. Twilight was very surprised, not only was this Sideswipe guy Optimus's teammate, he was like a brother to him.

"Optimus....is-is that you?" Sideswipe could barely talk.

"It is I brother, you don't have to worry anymore, the Decepticons are gone." Optimus assured him.

Sideswipe winced in pain and said, "I'm....I'm dying Prime."

"No, you will live old friend; we will never let you die in this accursed forest." Optimus told him and held his hand harder. Fluttershy couldn't help it and started crying. Rainbow tried her hardest to fight back tears.

Sideswipe coughed and closed his optics, "NO!" Optimus yelled and shook him. Wheeljack pushed Optimus off.

"It's okay Prime, Sideswipe didn't die he just went into stasis, you know, to repair himself." Wheeljack told him. Optimus sighed with relief. Twilight nudged Optimus' hand which caused Prime to kneel down to her eye level looked.

"Optimus...we can take you and your team to Canterlot, your friend Sideswipe can get medical attention." Twilight told him feeling very sorry about what just happened. It was the least they could do for these brave aliens.

"Thank you, Twilight Sparkle." Optimus said and stood up. "Autobots, let's roll." Optimus said and looked at the ponies, "You lead the way."

Twilight nodded and walked forward, her friends followed with Applejack carrying Shining Armor the whole way. Spike and the Cutie Mark Crusaders stayed close this time. The Royal Guard walked with the Autobots or flew by them. Twilight walked past some trees and Optimus had to push them aside to make way for the Autobots. Rainbow Dash suddenly saw someone behind her as they were walking through the forest.

Grimlock, in his robot mode, was with his Dinobot brothers. They followed behind the pack of Autobots not really wanting to talk right now. Rainbow flew up to Grimlock's face and flew beside him as they walked.

"Oh..... You again." Grimlock said with a hint of boredom in his voice.

Rainbow smiled softly and said, "Hey, I just want to say thank you, for saving us twice I mean. And even after I attacked you."

Grimlock suddenly remembered his past with this pony; he sighed and looked at her, "You're welcome, what is your name?" Grimlock asked.

"I'm Rainbow Dash!" Rainbow beamed and touched her chest.

"Nice to meet you." Grimlock told her. Normally he wouldn’t pay any heed to these ponies but this rainbow one in particular had definitely gained his respect, especially after trying to pick a fight with a Dinobot, which was insane, but brave of her. Grimlock touched his chest and said, "I am Grimlock."

"Yeah, I figured that." Rainbow said.

Grimlock pointed to his team, "That is Slug, he is Snarl, and that is Swoop.

"Wow, a lot of 'S' names huh?" Rainbow asked.

Twilight walked by Optimus Prime. She felt safer next to him, his heroism, his bravery, and his friendship of his teammates proved to her that Optimus Prime was truly a great leader. Twilight felt respect for Optimus; he risked his life to rescue her brother. This confused Twilight, how can giant aliens be so powerful, yet so gentle?

Twilight had many more questions to ask when they got to Canterlot.