//------------------------------//
// Episode 3: "Megatron Makes His Move, Part 3" 
// Story: My Little Pony: Friendship is Magic Season 13 
// by twilightsparkle3562 
//------------------------------//

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PREVIOUSLY ON "MY LITTLE PONY"

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Terrorsaur: "You…you won't get away with this!"

Rodimus Primal: "What is Megatron planning to do? Is he planning to attack Ponyville? Canterlot, perhaps?"

Twilight Sparkle: "We're locking down now! If Megatron thinks he can just waltz in and destroy Ponyville, he's got another thing coming!"

Ocellus: "What are we going to do?"

Luster Dawn: "Even if it isn't Grogar there's very little we can do, much as it pains me to say it."

Twilight Sparkle: "Depth Charge, what are you doing here?!"

Depth Charge: "Got fired."

Grogar: "Now obey me and do as you are told. Capture that traitorous Megatron dead or alive!"

Megatron: "Inferno?! You traitor!"

Rarity: "The dome! It's cracking!"

Twilight Sparkle: "It's breaking! I'm afraid it's only a matter of time until things really start to take place! The real battle is about to begin!"

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While the crumbling dome of magic was beginning to fall, Twilight and her friends along with the Maximals realized that they couldn't hold their advantage any longer. Standing in front of the Castle of Friendship, they were left to consider their options.

"If they keep this up," Rhinox remarked, looking over at Optimus and Waspinator with his rotating guns drawn. "The dome could fall any cycle." Looking up to the sky, they saw a piece of the dome fall and land right in front of Twilight, causing her to jump back.

"Waspinator thinks it's already falling!" The former Predacon whispered. "Waspinator not want to get scrapped!"

"No one is getting scrapped! Not on our watch!" Optimus declared. "Ready your weapons, Maximals! Megatron will show no mercy, so we must be prepared not to show any to him or the Predacons!"

Suddenly, they saw a blast of Predacon fire from the other side hit the dome!

Acting fast, Twilight took to the air. Charging her horn, she fired a blast of her alicorn magic through a crack in the dome! She struck several Predacons on the other side as some were forced spinning into the air by Arabus, including Quickstrike!

"Hey, what's this varmint up to?!" Quickstrike cried. "I can't see anything!" Suddenly, he felt a fellow Predacon grab hold of his leg. "Hey, what in tarnation?!" He cried before seeing Tarantulas. "Let go, Tarantulas!"

"I helped you..." Tarantulas cried back.

"With what?" But before Tarantulas could answer the question, he suddenly lost his grip and continued to spin into the tornado.

Attempting to charge his cobra head, Quickstrike aimed it right at Arabus and judging his moment, fired a green blast of energy at Arabus, hitting him right in the face!

Yelling in pain, the wind creature released his grip on the tornado that had trapped Predacons.

Hitting the ground hard, Quickstrike and several other Predacons (including Shockwave) charged at Arabus while the wind creature shook off the hit he took.

"Take this!" Shockwave shouted! Leaping into the air, Shockwave stuck his crocodile tail gun into Arabus' back, attempting to mortally wound him. But the creature of wind expected this.

"Fools!" Arabus shouted while throwing Shockwave hard onto the ground. "You can't stop the power of wind! You will all suffer a painful expiration!"

Rising to his feet, Shockwave fired his crocodile tail gun several times while trying to aim for a weak spot. But he couldn't find one.

To make matters worse, Lavan was gaining the upper hand on the Predacons he was fighting against, including Soundwave. Shooting flames from his hands, Lavan burned multiple Predacons at once, all but melting their bodies completely as they yelled in pain! Finally, he came face to face with Soundwave. Unafraid, Soundwave fired his shoulder gun at Lavan, striking him in the face.

"Feel the power of fire," Lavan growled, forming a ball of fire in his hand and throwing it at Soundwave, who jumped into the air and opened fire once more, rolling onto his side while airborne. But the bullets quickly melted. "You can't defeat me! You overgrown metal piles will soon be melted down for scrap!"

Landing hard on the ground, Soundwave ran towards Lavan, determined to kill him at all costs.

Meanwhile, Megatron was struggling against the mind controlled Inferno. "After all I have done for you, sub-commander," Megatron snarled while picking Inferno up by his head. "This is how you repay me?! Repay your 'royalty'?!"

Reacting fast, Inferno grabbed his gun and fired into Megatron's chest, sending him backwards! "Grogar…wants you destroyed," Inferno coughed, making sure his weapon was fully loaded. "I'm sorry, my queen."

"I warned you never to call me that!" Megatron cried, firing at Inferno and striking him hard in the chest. But Inferno stayed on his feet, determined to carry out the mission assigned to him. "Now get out of my way, yeeeesssssss!"

Still Inferno remained defiant against his former superior. He fired another series of rounds at Megatron, but Megatron remained on his feet due to his transmetal two body protecting him. Cocking his dragon head again, Megatron proceeded to fire a cold ice blast at Inferno with the intent on freezing him.

Charging his gun again, Inferno turned it into a flamethrower in an attempt to push Megatron back. But Megatron's power was far too great and he sent Inferno flying into the crackling dome again, causing it to crack even further! "I never wanted to do this, Inferno," Megatron quietly remarked while aiming his dragon head at the downed Predacon. "But if I am to take what is mine…I must destroy you! So it shall be to all traitors!"

From up on the moon, Grogar was watching what was happening and needed to act quickly. "Get up, you fool!" He shouted at Inferno before, tapping into his bell's powers. "Get up and fight for me! Fight for your king!"

Almost like a puppet, Grogar forced the badly damaged Inferno to his feet, forcing him to aim his gun at Megatron. Then, Grogar tapped into his powers again. "Megatron!" He cried, talking through Inferno's body. "You've defied me! A mistake you will soon regret!"

Hearing Grogar's voice, Megatron stopped suddenly, shocked and amazed by what was happening before him! "Grogar, you dared steal my title away from me!" He snarled. "Now I shall take it back! Yeeesss!"

"No, you shall never become leader of the Predacons again!" Grogar cried, forcing Inferno to fly into the air. "They are mine!"

Using his powers again, Grogar proceeded to power Inferno's gun and send a rain of fire down on the Predacon forces. The heat of the flames began to melt some of the Predacons that hadn't encountered Lavan, including Tarantulas and Quickstrike.

"It's roasting in here!" Quickstrike cried, coughing slightly and seeing his cobra head beginning to melt. "What's happening?! I'm…I'm melting! Hey, bug boy! What are you doing?! Stop! We're on the same side, aren't we?!"

But with all the confusion going on, two Predacons had managed to carry out their task of digging under the barrier. "We've…done it!" Barricade coughed, feeling the heat from Inferno's flames as they began to melt his Triceratops head. "We're through!"

Sensing this, Megatron aimed his dragon head at Inferno and once again fired a blast of ice at Inferno's mind controlled shell.

But Grogar wasn't backing down. "No, you shall not defeat me that easily!" He declared, slamming his hoof down hard on the table and shaking the viewing globe! "I shall destroy you first, Megatron! No one but me shall have the privilege of exterminating Princess Twilight and her friends!" Growling, Grogar used his powers to make Inferno's gun break through the ice, but Megatron's will was just as strong as his.

"I think not!" Megatron shouted while transforming into a dragon and throwing Inferno against the barrier! A move which sent Inferno right through and made him land right in front of the Maximals at the edge of Ponyville.

"Get back!" Silverbolt shouted and the assigned Maximals did so!

Jumping to their feet, Rattrap and Dinobot looked down to see what was happening. "Okay, this just got really creepy," Rattrap muttered to himself, but Dinobot had a good idea of what was happening. "Since when did Inferno decide to go rogue?"

"He's not rouge, vermin," Dinobot replied. "Grogar is controlling his body!"

"Grogar?" Rattrap cried.

"Warn Optimus!" Dinbot ordered. "Inform him that Grogar has joined the fight!"

And no sooner did Dinobot order Rattrap to move than did Grogar push Megatron off of Inferno's body. He made Inferno fire several more rounds from his gun, of which were deflected thanks to Megatron's gold transmetal wings.

"Grogar, I will not be denied my destiny!" Megatron roared while charging towards Inferno's body and throwing it to the ground, throwing punches at it. "Mark my words!" And Megatron continued to do whatever he could to eliminate the creature who he believed had stolen his glory!

"Uh, Twilight, I think we should do somethin'!" Applejack cried out. "These varmints are goin' to break through at any moment!"

Just then, Twilight looked over to see some of the Predacons not affected by the mind controlled Inferno starting to break through! Gasping, she called out to her friends! "They've breached the wall! The Predacons have breached the barrier! All hooves on deck, we can't let them win!"

Knowing that the School of Friendship was not protected, Starlight and Sunburst realized that they needed to get back. "We've got to defend the school!" Starlight cried, immediately teleporting away followed by Sunburst when he hesitated for a second. "Come on, Sunburst! Move! We're sitting ducks out here!"

Sunburst quickly followed suit once he'd regained his composure.

With Starlight and Sunburst gone, Twilight used her magic to alert her royal guard in both Ponyville and Canterlot to aid the Maximals. "Don't let them in any further! Stop them at all costs!" Twilight shouted in her royal Canterlot voice.

But Megatron wasn't buying the call. "Megatron!"

Hearing Twilight's call, the Predacon leader looked up at her with an angry stare. "YOU…SHALL NOT…PASS!"

And then Twilight fired her magic at Megatron, seemingly intending on destroying him!

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Not fearing the impending beam of alicorn magic coming towards him, Megatron quickly countered Twilight's beam with his frozen blast. Nearly becoming frozen, Twilight ceased her firing and ducked out of the way!

Angered, Megatron attempted to chase her down, but the mind controlled Inferno quickly stopped him. "Take your stinking hooves off of me, you damn dirty goat!" Megatron snarled, pushing away Inferno's claw. Roaring loudly, he punched Inferno in the mouth and took to the sky, determined to hunt down and kill Twilight just as Celestia and Luna came onto the scene.

Seeing Megatron, Celestia's motherly instincts took hold and she charged down at him, landing on all fours with her horn glowing in matching anger. This made Megatron back away slightly. "You want to get Twilight?" She cried with her eyes glowing red with rage. "Then you'll have to get past me! You won't be so lucky this time, Luna and I are wise to your tricks."

"Ooh, I love a challenge!" Megatron chuckled, seemingly unfazed by Celestia's anger. "But, I've got more important things to worry about. And I'll start with freeing two of my captured Predacons…yes."

Taking to the air, Megatron flew overhead and fired beams of fire at Celestia while the elder alicorn fired her magic at Megatron, to which he managed to deflect with his wings.

"If I can lead her to Canterlot," Megatron thought. "I can get to Terrorsaur and Laserbeak, yes." Feigning being victimized, Megatron darted towards Canterlot, but Celestia was more than determined to hunt him down.

Seeing her sister, Luna followed suit. But little did she realize that Rampage had snuck in through the barrier. Climbing up the top of the tower, he waited until she was directly overhead, then he jumped on top of Luna and caused her to shriek in fear!

"Hello, pretty pony." Rampage cackled, placing his gun at the side of Luna's head as she scrambled to try and throw him off. Her shrieks were heard by Rattrap and Dinobot as they beat back a pair of donkey soldiers.

"Hey, look up there!" Rattrap cried!

Hearing Luna's screams, Dinobot jumped into action, firing green beams from his eyes and striking Rampage in the side before he could pull the trigger.

Seeing Rampage sitting on top of Luna, Depth Charge also jumped into action as he saw his chance to finish off his rival once and for all!

Transforming into his beast mode, Depth Charge pushed Rampage off of Luna and onto the ground below.

Grateful for the rescue, Luna flew down to Rattrap and Dinobot.

"You all right?" Rattrap asked.

"Yes, thank you," Luna replied before seeing Celestia charge after Megatron. "I've got to follow my sister. She's chasing Megatron! And I suspect that's what he wants."

Suddenly, Luna felt Rattrap climb onto her back. "Well you ain't going after Megadip yourself, lady. He's not the only one who can set up a trap" Rattrap declared. "Shall we?"

Before Luna could take off, she felt Dinobot jump on her back as well. "What's the meaning of this?" She demanded in bewilderment.

"If I know Megatron," Dinobot declared. "He'll be going after Rodimus Primal. We must stop him."

Using her alicorn magic to provide some weight reduction, Luna took to the air as fast as she could while Twilight watched (while battling Scorponok and two of the Pirhanacons).

"Optimus!" Twilight called to the Maximal leader as he took out two Predacons with Rhinox. "It's Megatron! He and Celestia are heading to Canterlot!"

"Rodimus! He'll be a sitting duck!" Otimus cried out in fear. "Rhinox, I've got to…"

But before he could act, Optimus was hit by one of Scorponok's cyber bees and fell to the ground. Groaning, Optimus attempted to move but the venom prevented him from doing so.

"Going somewhere, Optimus? I don't think so." Scorponok laughed as Rhinox fired at Scorponok with his guns in a fit of rage.

But just then, Lavan turned his attention to Scorponok and the two Pirhanacons. "Grogar has ordered your destruction!" He shouted, producing a molten lava ball that he threw at Scorponok!

And before the scorpion Predacon could react, the ball hit him and caused him to start burning up quickly! His screams were quickly drowned out by the growing flame. It was an all too familiar experience for him!

Seeing what was going on before them, the two Pirhanacons attempted to run! But Lavan was quick to hit them as well with a breath of fire.

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Meanwhile, Cheetor, Waspinator, Silverbolt, Blackarachnia and Tigerhawk were all now helping several royal guardsponies defend both the castle and the School of Friendship.

"We can't let them near the school!" Tigerhawk shouted to his comrades! "There's innocent creatures inside!"

"Easy for you to say, bird cat!" Blackarachnia remarked while continuously firing her leg blasters at the onslaught of Predacons.

"No young creature shall get past me!" Silverbolt declared, only to get hit by a blast on his wing that came from a nearby Soundwave as he and Barricade charged towards the school together!

"SILVERBOLT!" Blackarachnia cried out, quickly turning only to also get hit by the two Predacons.

"Waspinator, do something!" Cheetor shouted!

Embracing his bravery, the former Predacon darted towards Soundwave and Barricade. He reached out his hands to grab their throats, only to get struck himself courtesy of Tarantulas! "Hey, what gives?"

"Oh, just thought I'd pay myself a visit," Tarantulas cackled before turning his attention to the downed Blackarachnia and placing a foot on her chest. "You know, it's such a pity, Blackarachnia, that your life ends like this."

Weakly opening her eyes, Blackarachnia prepared for the impending strike of her former partner in crime.

But little did anyone know that Luster Dawn and her fellow students had snuck out of their dormitories and were armed with anything that they could throw. They'd decided they were going to fight back anyway, regardless of what they might be able to accomplish.

"Ready?!" Luster Dawn cried, armed with several large objects such as desks and chairs.

"Let's go!" Gallus shouted, and together the students threw down the objects at Tarantulas, hitting him and knocking him down to the ground, much to his shock. "Hey, bug breath! I got something for you!"

"What was that?!" Barricade shouted.

"Up there!" Soundwave cried, seeing the students throwing objects at the Predacons.

"Come on up here, tough guy!" Cherry Tomato bellowed as he threw a desk down at Soundwave. "I've got a little something for you!"

"Yona kick your flank!" Yona shouted while throwing an entire bookshelf out the window.

"Leave the Maximals alone!" Smolder added. "You're gonna pick on someone just because they're your enemy?"

"Oh yeah, I've got something for your flank!" Icarus shouted, throwing another desk that hit Tarantulas and knocked him down hard onto the ground.

Silverstream chimed in! "You mess with the Maximals, you mess with the School of Friendship!"

"You mess with one of us, you mess with all of us!" added Gallus

Cheetor was quick to see what was happening and he proceeded to open fire along with Tigerhawk on Soundwave and Barricade, their combined blasts mortally wounding Barricade as he collapsed on his hands and knees, roaring in pain!

As oil poured from his body, Barricade attempted to fire at the school, only for a blast from Tigerhawk to finally finish him off.

And due to hovering overhead in pursuit of Megatron, Optimus was able to dive down and fire his guns at Soundwave, before picking him off the ground and throwing him back down!. "Hasta La Vista, Soundwave!" He declared as he threw Soundwave down screaming to the ground below, causing him to break apart upon landing, and causing the invading Predacons to back away from the Castle and School of Friendship while Starlight, Sunburst and Trixie fired their unicorn magic at the retreating forces.

However, seeing that his brother was in impending danger, Optimus quickly resumed flying as fast as he could!

Meanwhile, Celestia continued firing her magic at Megatron as he continuously ducked out of the way. Finally, a blast of magic hit Megatron in his wing, causing him to stop and face Celestia. "Now I shall make you pay for what you almost did to Twilight!" Celestia snarled. "There won't be a need for her or the Maximals to get involved. I'll finish you off myself!"

"You know, I'd love to deal with you right now, sunbutt," Megatron laughed in a taunting tone. "But. I've got some pressing business to attend to elsewhere." Tapping into his transmetal two powers, he flew away from Celestia at lightning speed before she could react.

Arriving on the scene, Luna along with Dinobot and Rattrap, saw what was happening.

"We have to stop him!" Celestia cried out in an angry tone of voice! "I want Megatron destroyed!"

"Don't we all?" Rattrap remarked. "You ain't the only one, sista. He's been a pain for everyone since the day he was created."

"He's heading for that castle!" Dinobot cried out. "Rodimus won't know what is coming for him."

"Then we have to hurry!" Celestia replied, immediately flying at fast speed. "Come on! One way or another, it all ends here in Canterlot!"

So, Luna along with her two Maximal passengers attempted to keep up with Celestia just as Megatron drew closer and closer to his target!

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Down in the torture chamber, Rodimus Primal was now overseeing the double interrogations of Laserbeak and Terrorsaur, their bodies nowdamaged beyond posible repair. "I've given you so many chances," He remarked with his arms folded. "I've given you the benefit of the doubt, but you still refuse to answer any questions I've asked of you. So I am left with no other choice."

"Boss, maybe we should stop?" Skids suggested. "Homeboy here is getting waterlogged."

A warning from within Laserbeak revealed that his jeopardy level was at extreme as was Terrorsaur's. In fact, all Terrorsaur could do was gasp and glare at Rodimus as the pain from his torture was too much to bear.

But Rodimus showed no mercy to Terrorsaur. All he could do was look down at Terrorsaur with disgust and disappointment. Letting several more sharp gasps, Terrorsaur attempted to speak but all he could do was screech out his final words. "Choke on it!" Terrorsaur screamed. "Choke on it!"

"I gave you plenty of chances," Rodimus sighed. "I gave them to you."

Suddenly at the moment, Rodimus, Skids and Mudflap heard the sounds of loud beating footsteps coming down the stairs towards the torture chamber! "What was that?!" Rodimus cried!

"I think we's got company!" Mudflap cried in a scared voice! Sure enough, the doors to the torture chamber were blown open as Megatron stepped into the room with a look of anger deep in his face.

"Megatron!" Rodimus whispered as Megatron stepped closer and closer to the three Maximals.

Seeing the now dead Terrorsaur and the near dead Laserbeak, Megatron knew that something needed to be done to avenge his fallen soldiers. Without saying a word, Megatron transformed into his dragon mode and before Rodimus or his comrades could react, Megatron blasted a deadly beam of fire at them.

Seeing the streaks of fire coming from beneath the castle, the royal sisters came to a screeching stop along with Optimus realizing what had just happened.

"Rodimus? Rodimus?!" Optimus cried in a panicked voice, trying to reach his brother via radio. "Rodimus, do you copy?! Rodimus!" But Optimus only got the worst possible news any family member could receive. "Unit Rodimus Primal, terminated." All Optimus could do was get a sensation of both sadness and anger deep inside of him. His brother was dead and a final confrontation with Megatron would soon begin…

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