Transformers: Fall of Equestria

by JDPrime22


Fall of Equestria

Bumblebee could barely hold the ship steady as it passed through the Space Bridge portal, leaving Cybertron, and returning to Equestria. The mares closed their eyes not knowing what this Space Bridge's power could do. The ship shook violently and the six mares held on to their restraints harder.

The portal closed and Twilight opened her eyes slightly. She saw a slight glimpse of light from the front window Bee was at.

"Bumblebee, are we back in Equestria?" Twilight asked.

Bee turned back and nodded quickly before he held onto the steering wheel.

The ship's engines were on fire now as they passed the gravitational pull of the planet and were in the atmosphere. Bee looked straight forward and saw the storm clouds still raining down hard. The explosions continued down below as Bumblebee remembered that the Autobots were still fighting the Decepticons.

A bolt of lightning struck the ship and the mares were pushed out of their restraints. All six of them tumbled on the ground as Bee couldn't hold the ship steady anymore. Twilight managed to get back up and teleport herself to the window. She gasped when she saw the ground so close to them.

Bumblebee turned back to the screaming pony beside him and picked her up. He held her close against his chest and got out of the seat. He jumped back and grabbed all the ponies in his arms just in time.

The ship landed in the streets of Canterlot.
________________________________________

Optimus smacked Megatron in the side of the head with his sword and was about to bring it down on his hated foe, until a bright fire caught his optics. Optimus looked up and saw some sort of meteor heading for Canterlot, even Discord looked back to see what this strange thing was.

“What’s this?” Discord asked himself over the pouring chocolate rain. As Optimus Prime stared at the strange space object, a feeling came rushing back to him.

"Twilight?" Optimus thought out loud as he stared straight ahead.

Megatron realized that Prime was distracted and kicked his legs out. Optimus fell to the ground while Megatron picked himself up. His glowing purple light more ferocious than ever with the chocolate rain pelting on it.

"You should really pay more attention, Prime. Or things like THIS will happen!" Megatron snickered and kicked Optimus in the chest.
________________________________________

Bumblebee flew out of the window with the ponies in his protective grasp. He held on tighter as his back smacked against the hard concrete and skidded down the street. Twilight felt some debris hit her face as she looked up to see Bee skidding across the ground.

They came to a complete stop.

Bee lay motionless on the ground and released his grip. The mares tumbled out on the hard concrete and shook the debris off of them. Fluttershy was still shaking in fear when she just realized they had crashed and everything else happened so quickly. Twilight still couldn't believe they had just left another world and came back to theirs. They were VERY lucky to have found a teleporter on Cybertron.

When her friends came back to reality as did she, Twilight Sparkle looked at each of her friends and began to smile.

“We….we made it?” Twilight muttered in disbelief.

Pinkie Pie’s smile began to grow as well. The smiling spread like a contagious disease when the Element Bearers realized they had made it back to Equestria! Their home!

“WE MADE IT!!!” Pinkie Pie shouted. The rest of her friends cheered and scrambled in for a group hug. With each mare hugging each other tightly, Twilight stopped smiling when the sound of sparks echoed through her ears.

Twilight looked back and saw that Bumblebee still didn't get up.

“I think it might be a little too early for a group hug.” Twilight nervously spoke and galloped over to her hurting Autobot friend.

“Is he alright?!” Rarity screamed and came to his side, the other five circled around Bee's head.

Bumblebee shook his head to regain consciousness. He looked to his left and saw the familiar adorable face of Twilight Sparkle. He slowly got up and got to his feet, he stumbled for a bit before regaining his stature. Rarity came to his side and asked, "You okay, darling, do you need to rest?"

Bumblebee shook his head and activated his neutron assault rifle. He looked at the ponies and motioned them to follow. They slowly nodded and watched as Bee limped forward. With the mares following behind him, Twilight took notice to Bumblebee's back.

It was scratched and dented from the crash.

Rarity whined about Bumblebee's glorious finish ruined by that crash, but he paid her no heed as he continued to limp forward. Twilight on the other hoof just couldn't get the feeling off of her chest. She was just on another PLANET and she didn't even have time to learn more about it! Sure she wanted to learn more about Cybertron when Optimus told her about it, but still, being ON Cybertron was quite an experience.

Those words that were said to her came rushing back in her head.

'My name.....is Ultra Magnus.'

'METROPLEX HEEDS THE CALL OF THE ELEMENT BEARERS.'

'There is more to you.........than meets the eye.'

'See ya around sometime, pony.'

'Goodbye....'

"Goodbye...." Twilight whispered to herself.

Applejack and Rainbow Dash looked at Twilight who had her eyes closed. They shrugged and kept walking by their Autobot friend.

After several minutes of plain walking, the rain kept hitting all the mares’ velvet skin harder and colder. Fluttershy shivered as the pouring rain hit her back, her mane dropped so low it touched the ground. Rarity still whimpered when her beautiful mane was getting ruined but kept her mouth shut, knowing it will just spark another argument.....and Bumblebee didn't look like he was in the mood.

Speaking of Bumblebee, Twilight got closer and saw his leg leaking that same blue substance. It must have been Energon. Twilight had enough and got in front of Bumblebee, stopping him instantly.

"Bumblebee," Twilight began, "you're hurt, we have to try and get you some help and rest for a few minutes."

"I could do with a little rest." Rarity exclaimed pushing her mane out of her sight.

Bumblebee shook his head and stepped over Twilight. The lavender unicorn frowned and teleported in front of him. Bee lowered his shoulders in weariness.

"Bumblebee, why won't you just stop and rest?" Twilight asked, "We're on the right path, and we lost track of the Decepticons and-"

She was silenced by Bee leaning down and placing a finger on her lips. She looked up at him and their eyes met. Bee shook his head and got to one knee while the other mares stood by Bee's side and waited for what he was trying to tell them. Bee looked back at Twilight and touched his chest, he leaned his finger in and touched Twilight's tiara. He finished by pointing in the direction where Optimus Prime was fighting.

Twilight understood.

Twilight pawed at the ground and muttered, "You're.....you're not going to give up.....are you?"

Bumblebee nodded.

Twilight sighed and said, "So.....you're just going to keep trying.....no matter what happens to you?"

Bumblebee nodded and placed his finger on her tiny chest.

"And.....you're going to protect us...."

Bumblebee smiled when she finally understood him. Twilight smiled too and watched as Bee stood back up to full height. The other mares got by Twilight and looked as Bee was preparing to continue on.....

......only to have a missile strike him in the chest.

Bee's chest exploded sending flames all over the ground where he was just standing seconds ago. His body flew to a pile of debris and crashed sending pieces of wood everywhere. The six mares were still shocked by the fact that their friend had been brutally attacked, that they didn't even notice the jet soaring right for them.

A loud stomping noise was heard behind them and they turned around to see yet another Decepticon.

This Decepticon had red armor and a blue head. His arms and feet were blue as well. On his chest was a long yellow oval. His eyes glowed red as Decepticon's eyes should. On his back were two wings, each having a Decepticon symbol on them.

The Decepticon smiled and shouted, "I knew Soundwave was too foolish to finish you all off! No matter, now it’s just you six and me, alone!"

The ponies recognized this Decepticon all too well, it was Starscream.

The equines screamed and galloped away right before Starscream flipped a carriage that was in front of him over. The carriage landed in front of Twilight and Applejack. The two of them quickly went underneath the carriage to escape Starscream.

Starscream saw the ponies crawl under the carriage and shouted, "You can't hide, ponies!"

With that, Starscream ripped open the carriage revealing the two ponies underneath. Twilight and Applejack screamed and climbed out of the carriage and ran away as fast as they could, Starscream was obviously amused.

"Oh I love it when your little hooves," Starscream made a running motion with his two fingers, "try to run!" Starscream threw the carriage pieces into the buildings and took off after The Mane six.

Twilight got to cover while Applejack wasn't so lucky. Starscream blocked her path and swatted her onto the ground. "Thought you could trust us, ponies?!" Starscream yelled and swatted Applejack into the side of a building. AJ hit with a loud 'OOF' and slid down onto the ground, unconscious.

Rarity and Pinkie were still trying to escape when Starscream landed in front of them and smashed his hands into the ground; the two of them fell on their backs and stared in horror as Starscream smiled at them. "Thought you could run away so easily, ponies?!" Starscream yelled and prepared to crush the two ponies with his fist, until Starscream heard a faint whimper from behind him.

Starscream turned around to see two ponies with wings, one blue and one yellow, the blue one was trying to cover the yellow one's mouth, but he knew the yellow one made the noise.

The sky commander walked over and bent down to look at the two pegasi. Rainbow Dash stepped forward and tried to put on a brave face to possibly scare off Starscream, of course it didn't work. Starscream swatted Rainbow away and smiled deviously at Fluttershy.

"Well, aren't you precious." Starscream said with venom dripping from his voice.

Fluttershy curled up and shook in fear as Starscream got in closer. The Seeker got back up and said, "That’s right! Kneel before Starscream!”

This only caused the little pegasus to squeak in fear and cower as the mighty Decepticon turned his arm into a long staff. He suddenly put it away and snickered with glee.

“I think I'll save my charge rifle, and finish you off with my fists!" Starscream raised his fist and prepared to bring it down on the timid pegasus.

Fluttershy screamed in fear which caused Rainbow Dash to look up from where she was laying. She saw Starscream attempting to crush Fluttershy. That was it! Rainbow Dash got up on all fours and raged boiled inside of her. Her thoughts going back to when they attacked Grimlock.

‘I froze up in the Everfree because I was afraid of Grimlock. I didn't represent the Element of Loyalty then, but I sure as hay will now!!!’ Rainbow Dash thought as her anger exploded.

"No one.......hurts.....FLUTTERSHY!!!!!!!!" Rainbow Dash screamed and charged straight for Starscream.

Starscream heard the high pitched scream and turned to see that same blue pony heading straight for him with unreal speed. Starscream's smile.....turned to a shocked expression.

"Oh scrap." Starscream managed to say before the pony nailed him straight in the face.

Starscream's back crashed into a building; luckily the Decepticon regained his senses and tried to locate the pony that was foolish enough to attack him.

He didn't have to look long.

Rainbow Dash pelted him several times with her blazing speed; Starscream couldn't keep up or even defend himself for that matter. She was just too fast!

As Rainbow Dash zoomed around Starscream's body, ramming him as she did, Twilight knew this was the perfect time to act. She got up from her hiding spot and shot several energy beams from her horn.

Now Starscream was in trouble, what was once a fun little game, turned into a nightmare of flying ponies and energy blasts hitting him without remorse. Twilight must have had the perfect shot in the world because her next beam went straight into Starscream's eye, destroying his right optic sensor. Starscream wailed in pain and clutched his eye.

"OW, OW, OW, OW, OW, OW, that's my eye! That's my eye!!!" Starscream yelled in pain and floated on his rocket feet. He bumped into several buildings and eventually fell back to the earth.

Twilight smiled at how she just wounded the Decepticon, but suddenly heard a familiar voice behind her.

"Alright Royal Guard, we got a Decepticon, protect The Elements and kill that thing!!!"

Twilight turned around to see her brother; Shining Armor and his Royal Guard galloping or flying right towards them. Shining stopped right by Twilight and shot energy beams from his horn; his fellow unicorns did the same. Starscream was now faltering beyond belief, he activated his nucleon charge rifle and tried his hardest to kill the ponies placed before him, but the energy beams kept stopping him.

Rainbow Dash kept hitting Starscream with her full speed; the fellow Royal Pegasi did the same and bucked Starscream all over his back and body. Starscream had enough and swatted the pegasi in front of him; it still wasn't enough when Rainbow rammed Starscream's back, sending him face first to the ground.

Starscream tried to pick himself up while still getting pelted by the energy beams. He looked up and saw Twilight Sparkle and Shining Armor, he frowned and yelled, "You pony scum!!!!"

He reached forward and tried to grab Twilight, Shining focused all his magic and Starscream began to float. When Starscream was back to full height, Shining charged his horn even more and unleashed his full power. Starscream was blasted back from the massive shot Shining had just inflicted on him.

Shining Armor clutched his head and almost fell when Twilight caught him.

"Shiny!" Twilight screamed while holding him.

Shining shook his head and said, "I'm fine, Twily, now let's finish this guy!!!" Shining Armor pointed to his unicorns and ordered another array of shots. Starscream was barely getting up before he got pelted by even more energy beams.

Starscream walked forward and tried his best to block the blasts, when he thought he was close enough, he brought his foot forward and attempted to kick the nearest ponies, which happened to be Rarity and Pinkie.

"I'm going to kick you!!!" Starscream shouted and failed to kick Rarity and Pinkie by a long shot. The two mares got to cover behind some Royal Guard.

Starscream was moving closer to Twilight and Shining Armor, still getting shot, but not giving up. Rainbow Dash knew that Shining Armor couldn't do another attack like he just did to Starscream, so she did what she had to do.

She had to kill Starscream.

Rainbow Dash put on a ready face and backed up in mid-air. She kept backing up waiting for the perfect killing distance her speed could take her. When she finally found out the perfect distance, it was at the end of the street, she could barely see Starscream but knew this was perfect.

She flapped her wings are hard as she could and let it loose. Rainbow Dash was going faster by the second as she soared down the long street. Tears were forming at the end of her eyelids from her intense speed. She saw Starscream drawing nearer and nearer, but she had to go even faster. When her wings began to burn, she knew it was perfect and she closed her eyes, waiting for Starscream to turn around.

That's exactly what Starscream did. He heard a loud high pitched noise that only supersonic jets make, heading right for him. He turned around and saw that same blue pony but going at a speed Starscream had never seen before.

Starscream had a quick second to react, which was barely enough.

"OH SCRA-"

Rainbow Dash blew straight through where Starscream's arm connected to his body, creating a perfect slice that severed his right arm from his body. Starscream fell face first to the ground, his arm following close behind.

As the Royal Guard were purely frozen in place at what a simple pegasus had done to this Decepticon, they came back to reality and kept shooting Starscream who was still getting back up!

Starscream grabbed his severed arm and transformed. He took to the skies and escaped. The Royal Guard cheered, Twilight hugged Shining Armor for saving their lives.

"Thank you, Shiny." Twilight whispered. Shining Armor returned the embrace.

"Anything for you, Twily, now let's get going, we gotta get you all to Optimus." Shining told her breaking the hug.

Pinkie Pie looked up and saw Rainbow Dash on top of a building, her chest puffed out, and a smile a pure victory on her face. She had done it; she saved her friends from Starscream!

"Oh yeah, I'm the Element of Loyalty." Rainbow Dash gloated and flew down to her friends. Pinkie Pie ran up to her.

"Dashie, that was the COOLEST thing ever!!!" Pinkie squealed.

Rainbow Dash puffed out her chest, "Ah, it was nothin'."

"Wait," Rarity interrupted, "where's Bumblebee?"

The Elements suddenly realized what happened to Bee, he got shot! They looked around for a few seconds before Bumblebee pushed some rubble off of him and shook his head. The ponies went by and hugged him from the realization that he was okay.

Bumblebee looked forward and saw Shining Armor and the Royal Guard walking towards him. Bee got up and had his right hand transform back to his gun.

Shining Armor stepped forward and said, "We're here, Bumblebee. We're going to help you get the Elements to Optimus."

Bumblebee nodded and walked past Shining Armor and the Royal Guard. He turned back and motioned the group of ponies to follow him. Shining nodded and turned back to the Elements. He went up to them and said, "Stay close to us, we can't have anything happen to any of you."

They all nodded and followed the Royal Guard down that long and lonesome road, with Bumblebee leading the way to Optimus Prime....

....wherever he was.
________________________________________

Optimus was losing. Megatron had sliced almost every part of his body, but Prime couldn't give up now. He battled on and blocked all the hits he could from Megatron's wrath. It still wasn't enough when Megatron lifted up Prime and threw him on the concrete. Hard.

Megatron grabbed Prime by his foot and lifted him up and threw him on the ground with his full strength. Optimus was barely moving at this point. Megatron grabbed Prime by the back of his neck and brought him to his feet.

Megatron grabbed Prime's shoulder and stuck the blade against Prime's chest.

"Why do you defend the ponies?" Megatron asked sticking the sword in deeper, Optimus yelled in pain as Megatron continued, "They don't deserve to live."

"They deserve to choose for themselves, Megatron!" Optimus said and grabbed Megatron's face. Megatron pushed his hand away.

"Then you will die with them!!!" Megatron yelled and grabbed Prime by his shoulder. He tossed Optimus to the side as Prime slid on the ground. Optimus was barely getting up and got to one knee. Megatron calmly walked forward, clutching his sword. He stood in front of Optimus and glared down at him.

"You know," Megatron was saying, "when you left Cybertron, I just couldn't allow you to leave."

Optimus looked up and asked, "Why is that?"

Megatron clutched his sword even more and answered, "Because no one leaves without my permission!" Megatron lifted up his deadly blade and brought it down on Optimus's head.

Discord got up from his seat and shouted, "Yes, this is it!!!"

But before Megatron could bring down the sword, Optimus Prime caught it with his left hand. Megatron stood there with a shocked expression as Optimus said these words.

"I wasn't asking."

I spark ignited in Optimus, and it unleashed its fury. Optimus grabbed his sword from the ground and hit Megatron directly in the side, slicing it up. Megatron howled in pain and backed up.

Prime ran forward and attacked his old foe with all that he had. He slashed and stabbed Megatron with all his might. Megatron couldn't block all these shots he was receiving. Finally, Megatron got his sword knocked out of his hand and was tackled on the ground.

Optimus dropped his sword and proceeded to punch the living spark out of Megatron. With each punch, Megatron spit out liquid Energon from the hits. Optimus was unstoppable.

Megatron would not give up that easily and kicked Optimus off of him. Prime landed on his feet and picked up his sword. Megatron got to his feet and picked up his sword. Both Optimus and Megatron were staring each other down waiting for the next attack.

Little did they know they were just for Discord's amusement.
________________________________________

Bumblebee was injured.

That missile to the chest was enough to blow up an Autobot soldier. But Bumblebee was stronger; he knew he had to survive, for this world's sake. When he led the ponies and the Royal Guard through several more streets, each one more depressing than the next, Bumblebee began to lose hope on ever seeing that concrete arena again.

Until he saw the storm clouds.

Bee looked up and saw that most of the lightning and strong storm clouds had gathered to the east of them, which must be where Discord is holding the concrete arena, and where Optimus is!

Bee motioned the ponies to look up and they saw the same exact thing. The arena must be where all the storm clouds are gathering. Shining Armor nodded and said, "Okay, Optimus is just to the east. We have to go past those buildings and arrive at the arena that should be there!"

Bee nodded and slowly started walking towards the buildings. They got to the end of the street and looked in awe as the arena was floating away into another cluster of buildings. Bumblebee motioned the ponies to hurry up, that is until Bee stopped in his tracks.

The ponies were confused why Bumblebee just stopped; he was letting the arena get away! Bee turned his head to the left and listened very carefully........ He could hear buzzing.

Bee suddenly backed away and looked at the ponies. He motioned them to get to the sides and out of the street, but it was too late.

The air was suddenly filled with the noise of buzzing; the ponies and Royal Guard looked into the skies and saw several flying objects headed for them. They covered their ears when the sounds of bullets were shot. Bumblebee was firing on the Decpeticons heading their way. His bullets struck some of them, but most survived and shot back at Bee.

Bumblebee got out of the way and covered the ponies. The ground shook as the Decepticons landed on the ground and transformed, revealing the Insecticons; Sharpshot, Hardshell, and Kickback.

Bee took a defensive position and guarded the ponies. Sharpshot leaned in and said, "Long time no see, Bumblebee."

Hardshell lifted up a fist and said, "Did you really think you could escape so easily?"

Kickback looked at Twilight and said, "Hello....Twilight. Do you remember me? Me? Me? Hee, hee, hee!"

Twilight frowned and spat out in disgust, "Kickback."

Many other Insecticons surrounded Bumblebee, the Royal Guard, and The Mane 6. They were closing in as Sharpshot backed away and hissed, "Kill them all."

The Insecticons snarled and charged. The Royal Guard shot their energy beams which hit a few Insecticons. Bumblebee acted quickly and shot all the Insecticons that got too close. But Bumblebee became surrounded and had his hand transform back. He got right by the ponies and held out his fists.

“Stupid Autobot!” Sharpshot squealed.

Each Insecticon that leaped forward received a punch or a kick from Bee. The ponies watched with mouths agape as Bumblebee was everywhere, he kicked and punched and threw any Insecticon that tried to get to them. Bumblebee would never let the Insecticons get his friends!

But before long, Sharpshot, Kickback, and Hardshell went for the ponies. Bee pushed the Insecticon off of him and went for the main Insecticons. He got in front of the ponies and held up his fists. The main Insecticons laughed in amusement.

"Are you really going to give up your life for those worthless ponies?" Sharpshot asked. Bumblebee nodded slowly and bawled his fists.

Sharpshot growled and shouted, "You can’t beat us all, Bumblebee! ATTACK!"

Kickback and Hardshell leaped forward, but Bee was ready for this. He grabbed Hardshell by the neck and launched him into Kickback. The two Insecticons fell back which allowed Bee to attack the leader.

But Sharpshot was the deadliest for a reason. He brought up his right fist and lightning started to spark around it. With one single blast, Bumblebee fell backwards from the force of the lightning punch and skidded towards the quivering ponies. They came to his side to hear Bumblebee’s body starting to spark up from the overcharge he had received.

"C'mon Bee you gotta get up!" Rainbow screamed.

"Bumblebee!!!" Twilight cried out but Bee just wouldn't budge, he was truly injured now.

The Mane six looked up and saw Sharpshot. This had to be the most frightening of all the Insecticons. This one had a mouth which was different than the others and a red visor as did Kickback but still…..that voice was the creepiest sound Fluttershy had ever heard.

He glared at the injured Autobot and squealed, “HAHAHA! Listen to his pain!”

It was true, although Bee couldn’t make a noise, his body told them everything. His entire exterior was shaking and his head was twitching every few seconds from the intense amount of lightning.

Sharpshot brought his attention to the little ponies in front of him. He smiled deviously and whipped out his claws. With a single hiss, Sharpshot leaped forward while screaming, “You’re screams will be the most intoxicating!”

But before Sharpshot could even touch the Elements…

….he received a blast to the face instead.

The mares turned around to see Ironhide and Ratchet with smoking blasters from that shot they delivered to the Insecticon.

"Are you six alright?" Ratchet asked.

"We're fine, but it's Bee that's hurt." Twilight muttered and turned towards Bumblebee who was still unconscious. Sharpshot stood up and saw Ironhide and Ratchet.

"Insecticons, retreat!" Sharpshot yelled and transformed. He took to the skies along with all the other Insecticons while most of them scurried or followed behind Hardshell. Ratchet got down to Bee and began healing him. Ironhide went down to the ponies instead.

"We have to get you to Optimus now!" Ironhide told them.

"Ah thought ya said that you had ta stay an' hold off them Decepticons?" Applejack asked.

Ironhide looked straight forward and said, "Look."

The ponies turned to see the floating arena and several of the Decepticons underneath, fighting the Autobots. The arena had to be at least a mile away, how were they supposed to get to it now that there was an army of Decepticons blocking their path?!

Shining Armor and the Royal Guard noticed this too and were speechless. Twilight turned back to Ironhide and asked, "How are we supposed to get to Optimus now?!"

There was a long silence before Ironhide answered holding up his gun.

"We fight through."