Transformers: Fall of Equestria

by JDPrime22


Long Live The Last Prime

"WHY WON'T YOU DIE?!?!"

Megatron delivered a slice that connected perfectly to Optimus' arm. Megatron tackled Optimus while he was busy looking at his leaking arm, he then lifted up Prime and smashed him down on the ground. Megatron got on top of Optimus and gave a volley of punches to his unsuspecting face.

Optimus Prime grabbed Megatron's arm and head-butted him. Megatron lifted himself up to hear Optimus say, "It'll take a lot more than you've got, Megatron."

Optimus charged forward and kicked Megatron in the chest. Megatron fell backwards but transformed in mid-air and landed perfectly on the ground. He charged up his tank cannon and fired upon the last Prime.

Optimus dodged the deadly blasts headed for him and returned fire with his path blaster; Megatron got hit a few times and transformed back.

"Not bad for a librarian. Perhaps you should've spent more time in the pit!" Megatron yelled and ran forward.

"And perhaps you should've spent more time in the library!" Optimus retorted back and tripped Megatron.

Megatron rolled to the side and picked up his sword. Optimus lifted up Megatron and used both of his fists to plant him to the ground. Optimus reared back and punched Megatron in the stomach over and over again.

When Megatron coughed up a plentiful of Energon, Optimus lifted him up and chucked him away. Megatron skidded on the ground and tried his best to stand up. Optimus grabbed his sword and said, "You're finished, Megatron."

"Never! I'm just warming up!" Megatron yelled back and jumped at Optimus with his sword in his right hand.

Megatron sliced at Optimus who lifted up his knee which collided perfectly with Megatron's stomach. Megatron fell to both knees and dropped his sword. Megatron quickly looked at his sword and reached for it.....

....until Optimus stabbed Megatron's hand with his sword.

Megatron wailed in pain and tried to rip the sword out of the ground, but Optimus wasn't finished with him and grabbed his shoulders. Optimus then proceeded to smash Megatron's head to the hard concrete. Optimus pushed Megatron who laid motionless on the concrete.

Optimus pried his sword out of the ground and held it over Megatron.

"This. Ends. Now!" Optimus said and brought down his sword.

Megatron activated his cannon, quickly turned around, and shot Optimus straight in the chest. Prime fell backwards and dropped his sword.

"This ends when I say it ends!" Megatron yelled and picked himself up.

"Good line!" Discord chuckled and clapped his hands together.

Megatron took his attention of Prime and yelled, "Discord, your self-worship will end just as fast as it began! As soon as I’m finished with Prime, your next!”

"Ohhhh, I'm shaking in my little boots!" Discord taunted and boots magically appeared on his feet. Megatron was even more confused now and didn't have time to defend himself when Optimus tackled him.
________________________________________

Ironhide pushed over some debris and allowed the ponies to move forward. Perceptor, Hound, and Wheeljack took the front lines and shot any Decepticon in their way.

But just when they had gotten to safety, a deep frequency sound was heard echoing through the streets. Ironhide looked forward and shouted, "We got Soundwave, get the ponies to safety!"

Hound and Wheeljack got in front of the ponies and motioned them to get to the side of the street. Applejack looked over Wheeljack's foot to see their old foe Soundwave battling Ironhide.

"Ironhide's in trouble!" Applejack screamed. Hound and Wheeljack looked over and saw Ironhide get electrocuted by Soundwave's E.D.K. Techvolt. The red Autobot fell to the ground as Soundwave stood over him.

Perceptor ran forward but got shot by Soundwave as well. Hound looked at the Royal Guard and said, "Get the ponies to safety; we'll take care of Soundwave!"

Right when he said that, Hound felt himself being lifted and tossed straight for Wheeljack. The two Autobots tumbled on the ground and came to a complete stop not too far away. The equines looked up as Soundwave glared down at them.

Twilight suddenly felt the same fear she felt in the Everfree when they first saw Soundwave. His emotionless stare sent a chill down her spine as did that voice of his.

"Impossible! I terminated you, there is no possible explanation you could all still be alive! Commence operation: electric execution!!!" Soundwave shouted and aimed his Techvolt at the Element Bearers. The Royal Guard shot several energy beams from their horns but did little effect on Soundwave's armor.

“Armor superior. Magic inferior.”

Just as Soundwave was about to fire, a loud voice caught his hearing processors.

"Hey, Soundwave!!!"

Soundwave looked up and got shot in the chest by a blue orb. Soundwave stumbled back a few feet but regained his footing. The Royal Guard and mares turned back to see the Autobot named Blaster with a smoking barrel from his gun.

Blaster aimed again but didn't fire this time. The ponies looked back at Soundwave who put his gun away, they turned back to hear Blaster chuckle and put his gun away as well. The Autobot and Decepticon stared each other down for a while, figuring out what to do.

Twilight’s head darted back and forth. Why would Soundwave put his gun away when he could've shot Blaster right here and end it?

Her thoughts were interrupted by Blaster speaking out.

"I've been waiting for this moment a long time you pathetic excuse for a communication officer." Blaster chuckled.

Soundwave retorted back without any sign of fear in his voice, "All talk no shock."

Soundwave pressed a button on his shoulder and out came the minicons: Rumble, Frenzy, and Laserbeak. Laserbeak floated in mid-air while Rumble and Frenzy walked forward towards Blaster.

"Hey," Frenzy shouted, "no one calls Soundwave pathetic except us behind his back!"

“Get ready to crumble before Rumble!" Rumble shouted and smashed his mallet to the ground. Blaster, being unfazed by this, pressed a button on his shoulder.

"My squad could use some exercise!" Blaster said and out came Steeljaw, Rewind, and Sundor. Steeljaw pawed at the ground waiting to strike at the minicons. Rewind loaded his blaster while Sundor hovered above the ground.

Soundwave pointed at them and said, "Minicons, charge!!!"

Rumble, Frenzy, and Laserbeak charged forward which caused the minibots to charge as well. Sundor rammed straight into Laserbeak, Rewind took on Rumble, and finally Steeljaw pounced on top of Frenzy.

Soundwave and Blaster attacked each other with fists flying and different kinds of sounds only communication officers could make. Blaster got Soundwave in choke hold and looked at the ponies.

"Now would be a good time to get the slag out of here!" Blaster told them struggling to hold Soundwave.

Soundwave elbowed Blaster in the stomach and tackled him. Shining Armor looked back at the mares and his Guards and shouted, "Okay you heard him, let’s get out of here!"

Passing the battling miniature robots, Shining Armor galloped straight forward towards the arena with the ponies and Guards following close behind. Rainbow Dash looked back one last time and saw Blaster shoot Soundwave in the chest which sent him crashing to the ground in a firery inferno.

Rainbow Dash smirked with glee.

As Shining Armor came up to yet another battle between the Autobots and Decepticons, he decided it would be smarter to stay on the sidelines and sneek over to the floating concrete.

He turned back and said, "Okay, stay very close behind me, you understand? STAY ON MY FLANK!”

The Royal Guard nodded, Shining looked over to his sister and looked what a mess she was. Her mane was tattered and filled with grime and debris. She had cuts all over her body along with several bruises here and there. But what hurt Shining the most was the tears in his sister's eyes. Shining felt guilty, allowing his sister to be involved in such horror, they had to hurry up and get to Optimus before anything else happens!

Shining's emotions were interrupted by a loud tremor behind him. He heard his sister scream and really didn’t want to see what was behind him. But he had to.

Turning around, Shining Armor was face to face with a glowing purple eye.

The rest of the body stood up to full height and towered over the ponies. It was a giant purple Decepticon with a chest that rose out from the rest of the body. On its back were two wings, each poiting up with sharp tips. But what frightened Shining the most was the weapon it had, a long tube connected to his left arm.

The Decepticon got closer and said, "Aw, the same ponies from before, now would be a perfect time to analyze!" Whenever it spoke, that purple eye would light up. Twilight gulped in fear.......it was Shockwave....the Decepticon she feared the most.

Shockwave reached forward towards the ponies, only to be stopped by several energy beams hitting him in the chest.

Shockwave backed up and put his right hand forward to block the shots.

He glared down and shot with his blast cannon. Shining created a shield over all of them and allowed the beam to hit the shield crumbling it in seconds. Shockwave prepared another blast.

"Captain, we need another shield!" A Guard shouted.

"I-I can't make another!" Shining Armor told him still rubbing his head.

Just as Shockwave was about to fire, a loud roar echoed through the streets.

Shockwave took his attention off the ponies and looked around, completely terrified. He knew that roar all too well. His failed experiments were coming for him!

Shockwave turned around to see a building crumble to the ground, out of the rubble came the mighty Dinobot Grimlock in his T-Rex form. One look at Shockwave and Grimlock charged forward roaring with each step. Shockwave backed away but heard another roar behind him.

Shockwave turned back and saw Slug and Snarl in their dino forms heading straight for him as well! Shockwave was too terrified and transformed to escape. When he began to fly away, a missile struck his thruster which sent Shockwave crashing to the ground.

Shockwave transformed back and looked in the air to see Swoop hovering above ground and watching Shockwave the entire time.

Shockwave got up from the rubble and tried to find a way to escape, but he was surrounded! Snarl and Slug walked past the ponies and Royal Guard to move closer to their old enemy. Grimlock got closer to Shockwave and opened his mouth.

"Remember us, Shockwave?" Grimlock asked.

"The things you created?!" Slug shouted.

"The things you tortured?!" Snarl growled.

"Oh, he remembers us alright!" Swoop said and landed on the ground still in dino form.

Shockwave got back to his feet and couldn't help but shutter in fear as the Dinobots moved in closer. Rainbow Dash's smirk got even bigger seeing this Decepticon so frightened.

"Oh, but are we missing someone?" Swoop asked the group of Dinobtos.

"Yessss, Sludge is dead, thanks to Shockwave and his Insecticons." Grimlock answered and glared hatefully at the Decepticon scientist.

"Now, now, I assure y-you th-that it was all Sh-Sharpshot's idea to do that to Sludge, not me." Shockwave stuttered until he was silenced by Grimlock smashing his foot on the ground.

"You know what?" Snarl said, "I think it is time to give Shockwave his just deserts!"

"Yesss, the creator shall be crushed by his creations!" Slug shouted and moved closer to Shockwave who backed away.

"NO! Stay back you freaks of Cybertron!" Shockwave shouted and bumped into Grimlock who roared straight in his face. Twilight and her friends had big smiles across their faces as the Dinobots were literally going to eat Shockwave! He deserved it.

Just as Shockwave was about to be devoured, a loud honking noise was heard.

Grimlock and the Dinobots turned around and saw a big purple object on wheels heading straight for them! Shockwave looked at the purple object heading for the Dinobots. He raised his arms and shouted, "Motormaster, save me!!!"

Motormaster rammed Grimlock in the leg as the leader of the Dinobots fell and landed on his back. He then transformed after he took out Grimlock and shot Slug with his Energon Harvester. The power of the said weapon caused Slug to fly back and hit Snarl.

Looking up, Motormaster used his last shot on the flying Dinobot above. Swoop crashed to the ground just as instantly as the blast hit him. Smirking with satisfactory, Motormaster looked down at Shockwave who pointed behind him.

"Motormaster, behind you!"

The Stunticon looked just in time to see Grimlock bring his jaw down and bite him. Grimlock lifted up his jaw and shook Motormaster with no remorse. Grimlock flung the Decepticon out of his mouth and sent him straight in the air. Grimlock raised the end of his tail in an attempt to impale him. But there is a reason they are called 'Stunticons'.

Motormaster spun in the air and dodged Grimlock's tail. After he fell to the ground, Motormaster transformed and drove out of that horrid location.....

.....leaving Shockwave behind.

"Nooooo! Come back!" Shockwave shouted but regretted making any noise when Grimlock turned towards his way. That same fear of when Grimlock exceeded his programming came back, that same moment when Grimlock had eaten his arm.

"No no no no no NO NO NO!!!!!!" Shockwave transformed and flew away down the street where the ponies had come from.

Grimlock roared and took off towards his creator. He easily lifted his legs over the ponies and Royal Guard as he chased Shockwave down. Shining Armor looked down the street and saw they were a little bit closer to the flying arena.

"Come on, we have to keep going." Shining said and took off towards the direction of the arena, the Guards and Mane 6 followed him.

Twilight turned her head and saw the Dinobot Slug trying to pick himself up but continued to fall down.

There it was again.....

......should Twilight help him or continue moving?

"C'mon Twilight!" Applejack yelled from behind her. Twilight shook her head and followed close behind Applejack, leaving the injured Dinobots behind.

Still more time went by and they have gotten SO close now! Twilight felt the rain getting harder as she approached the arena closer and closer. But before they could move another inch, Shining Armor stopped in his tracks and looked behind him.

He made his voice louder so they could hear him over the sound of thunder and pounding rain.

"Alright, we’ve made it to the arena! Optimus is still up there fighting Megatron so we have to wait down here until he gets The Matrix back!"

"We should hide behind this rubble sir!" A Guard shouted as another lightning bolt sailed across the sky.

"Good idea soldier, get the Elements down so we can take point!" Shining Armor shouted until he was shushed by a Guard.
He pointed a hoof towards the street underneath the arena; Shining turned around and was shocked to see an epic battle between the Autobots and Decepticons play out.

Flying over some rubble were three of the Stunticons: Dead End, Wildrider, and Breakdown. The three of them transformed in mid-air and raced forward on foot. When they were close enough they attacked Jetfire with their bare fists.

The Mane 6 and Royal Guard took their attention off of the battle and ducked down when a missile almost hit them. They ducked behind the rubble and waited for another missile to strike against the rubble.

Shining Armor looked over the rubble and saw a tan tank heading right for them!

The tank ran over a carriage and continued to fire several missiles at the ponies. The Mane 6 felt a rumble behind them and turned around to see the Autobots Warpath, Sideswipe, Cliffjumper, and Jazz.

Sideswipe looked down at the group and said, "We'll take care of this Decepticon for you!”

Warpath stepped forward and transformed into his tank form. Jazz put his hand in front of Shining Armor and said, "You might want to stand back."

Shining looked at Jazz with a confused look until he realized what he was talking about. Warpath shot a missile of his own at the Decepticon tank and hit it perfectly.

Warpath chuckled and shouted, "Hey Demolisher, TANK you HAHAHAHAHA!!!!!"

As Warpath laughed at his own joke, he continued to fire from his tank mode and hit Demolisher with each shot. The other Autobots charged forward while the ponies watched in awe. Sideswipe shot several bullets from his neutron assault rifle that struck Demolisher's tank armor, the other Autobots ran forward but Cliffjumper was faster than all of them.

Demolisher fired a missile as Cliffjumper dodged it and jumped on the hull of his tank mode.

"Decepticon punk!" Cliffjumper shouted and pulled Demolisher's main gun to the side, Demolisher fired one last blast that hit the side of a building before he transformed.

Demolisher transformed into his robot mode and grabbed Cliffjumper who was still on his back. He pried Cliffjumper off and threw the Autobot away from him. Sideswipe and Warpath continued with several shots from their guns that hit Demolisher's armor while Jazz moved in closer. Jazz activated his Gear Shredder and slid underneath Demolisher and shot his underside.

Demolisher yelled in pain and brought up his right hand which transformed into his gun. But Jazz jumped on Demolisher's back and tapped his shoulder.

Looking back, Demolisher wore a confused expression until Jazz jumped up and shot one blade which sliced his right hand. Demolisher's hand landed on the ground the same time Jazz did.

"AWWW, MY HAND!!!! YOU SLICED OFF MY HAND, AUTOBOT!!!" Demolisher yelled in pain and looked over to Jazz who was snickering with delight.

"I'm gonna slice off a whole lot more than that!" Jazz shouted and jumped at Demolisher.

Jazz continued to stab Demolisher in the abdomen while the Decepticon tank slashed around. The equines were still in awe at this battle taking place, they didn't notice what was behind them until they heard the beeping of a horn.

The ponies turned around and saw Bumblebee riding on the back of a white box on wheels. The box sped down towards the street where Demolisher was!

"Bumblebee!" The mares squealed with joy as Bee activated his neutron assault rifle and aimed forward.

Bumblebee then proceeded with shooting multiple neutron blasts at Demolisher who couldn't do anything now. Demolisher turned his attention to Bumblebee and tried his best to shoot him, but simply couldn't with all the fire power directed towards him.

Shining Armor stood up from the rubble and shouted, "Unicorns, direct all magic to that Decepticon!"

The Royal Guard unicorns stepped forward and powered up their horns, Shining did as well and unleashed his fury on the Decepticon tank. The magic energy beams hit Demolisher with so much intense heat that Demolisher's armor exploded all around his body and sent shrapnel and circuitry all over the ground.

Ratchet drove past the ponies with Bumblebee still on the roof of his vehicle mode. Bumblebee continued his fire on Demolisher while Warpath continued his array of missiles. Demolisher was faltering beyond belief and began to let all the bullets hit his chest. Bumblebee had the shot of the day that struck Demolisher directly in the chest.

Shrapnel flew everywhere as the Decepticon wailed in pain. Ratchet transformed and pushed Bumblebee forward since he still didn't have legs.

"Take him out, Bumblebee!" Ratchet shouted as Bee flew straight for Demolisher's head.

Bumblebee activated his blade on his left arm and sailed for the injured Decepticon. Bee rammed his blade against Demolisher's head causing a deadly sound to rip through the air along with the thunder. Bumblebee landed on the ground and stared at Demolisher who was throbbing with pain.

Demolisher fell slowly to the ground with a loud thud. Demolisher's head crashed into the side of a small diner and destroyed it instantly. The Decepticon laid there.....dead.

Shining Armor made his way to the once living Decepticon and nodded, "Okay that tank thing is definitely dead now."

Ratchet walked over to Bee and picked him up. The Mane six ran up to Ratchet with intent on how Bumblebee was. Ratchet looked at them and said, "Bumblebee can't fight anymore, we'll have to stay out of the battle from now on."

"Look!" Sideswipe shouted and pointed towards the battle. The Autobots, Royal Guard, and Element Bearers look over to witness the Autobots and Decepticons still fighting with no end. Above them, the arena was still floating high above.

"Autobots," Cliffjumper began, "let’s get moving!"

Cliffjumper led the way, following him was Sideswipe, Jazz, and Warpath. Shining Armor galloped forward with the Royal Guard following behind him. Twilight looked back one last time and saw Ratchet placing Bumblebee in a carriage.

He was truly out of the battle.
________________________________________

"No one can stop me!" Megatron yelled as he continued to slash at Optimus Prime.

Optimus brought up his sword just in time for Megatron to bring his down at Prime's face. Their swords collided with a loud clang as they were evenly matched. Optimus gripped the handle of his sword with both hands as Megatron did the same.

Both leaders glared at each other the entire time they were in this position, optics latched and locked in place, neither would break the contact. Optimus felt himself getting weaker as Megatron continued to push harder down on his sword.

"This.....won't...stop.....me!" Optimus struggled against the sword being pressed so close to his face.

Megatron pushed Optimus' sword aside and stabbed him in the abdomen.

"ERRRRAAGGGG!!!!" Optimus yelled in pain and fell on both knees.

Optimus Prime dropped his sword and clutched his open stomach; he looked at his hand and saw it covered with liquid Energon. A foot came in Prime's vision which caused him to look up.

Megatron.

Megatron looked down on Prime and clutched the end of his sword with hatred.

"This is it, Optimus. You still resist me even though I have won!" Megatron yelled.

Optimus coughed and said, "Even if you destroy me Megatron, others will rise to defeat you."

Megatron scowled and said, "Then I'll just have to destroy your Autobots as well as this planet!”

The leader of the Decepticons heard laughing and turned around to see Discord obviously enjoying every second of this play he had created. Another cough caught Megatron's attention and he looked down at Optimus who was on one knee and trying to get back up.

"What a waste of Energon you have become, Prime! I have done SO much for our world, from returning it to its former glory, and destroying every single Autobot on Cybertron, we come to this world for a chance to re-boot Cybertron from its energy supply, and yet you still resist me. My only question is....why?"

Optimus looked at his old foe with pure hatred in his optics and answered him.

"I resist you.....because what you have become, Megatron, you destroyed our home......you killed millions of innocent lives.......and now you plan to destroy this peaceful world. No more. I will never allow you to plunder another world the way you have Cybertron...not while Energon flows through my circuits."

Before Megatron could finish it, Optimus closed his optics and opened them one last time when he knew for certain…..that this was the truth. Looking up, Optimus glared with hatred, hatred towards Megatron with everything he had done.
Everything he had done to Cybertron, and now…..Optimus knew that he was right.

“This is our home now, Megatron. And the Autobots will never make the same mistakes we did on Cybertron. We will stay here…..we will fight for the equines….and I will never allow you to bring this world to its knees as you’ve done to Cybertron.”

Megatron frowned and dropped his sword. Optimus looked at him with confusion but suddenly realized what Megatron was doing. Optimus’ little speech was just enough for Megatron to lose it.

The leader of the Decepticon clenched his fist and pointed it at Optimus' face.

"You're so weak."

With that, Megatron delivered the punch directly to Prime's face.
________________________________________

Cliffjumper, Warpath, Sideswipe, and Jazz ran forward and shot their weapons at the Decepticons. The Royal Guard and mares followed close behind them as they continued to move forward. The other Autobots took quick notice of this and surrounded the ponies, defending them as they moved closer to the floating arena.

Shining Armor looked forward to see a Decepticon jet transform and charge forward. But Sideswipe wouldn't let him get any closer. Sideswipe grabbed Skywarp's shoulder and stabbed him in the chest with his blade. Sideswipe then tackled Skywarp to the ground and proceeded to beat him.

"WE GOT AUTOBOTS!!!" Shining Armor yelled triumphantly as they continued to gallop forward with the Autobots on their tail.

Fluttershy looked to her left and saw the Insecticon armada scurry forward and try to break through the line of Autobots. Cliffjumper jumped on top of the closest Insecticon and shot it in the head killing it instantly. As more Insecticons charged forward, Rainbow Dash looked back and saw an Autobot jet heading straight for them.

Rainbow Dash knew who it was immediately.

Rainbow Dash puffed out her chest and shouted, "JETFIRE!!!!"

Jetfire transformed and landed on the ground perfectly. He jumped over the group of Autobots and ponies and took out the Insecticons in front. He pulled out his mace and brought it down on an Insecticon's head. Instantly killing it.

"Feel my wrath, Insecticons!" The seeker yelled and killed another Insecticon. Jetfire grabbed an Insecticon and put his foot on its back, "Let me show you how we brought the pain in my day!" Jetfire yelled and smashed his mace of the Insecticon's head, killing it.

“My wrath is deadly, Autobot!”

The Insecticon Sharpshot flew down and transformed. He jumped on Jetfire and latched himself on to stab him in the chest. Jetfire fell back and continued his little battle with Sharpshot. The other Autobots suddenly realized that their path was clear and they could now continue moving.

"Ponies, this way!!!" Wheeljack shouted.

The large group of Autobots pushed forward and shot at any Decepticon in their wake of destruction. The Constructicons, Stunticons, and Barricade saw them coming nearer and ran away. Now that they had no leader, they had no idea how to stop that un-ending trail of destruction caused by the Autobots.

Jazz stopped the Autobots when they were directly underneath the floating arena. He looked back and said, "Okay, Optimus it still fighting Megatron up there so we just have to stay down here and hold off any Decepticon until he comes down."

"How do we know when Optimus has won?" Shining Armor asked.

Jazz chuckled and said, "Trust me, Optimus Prime can handle anything, he'll have that Matrix down here faster than you can say ‘Bah weep granah weep ninni bong’."

But before any of the mares or Guards could intervene with what Jazz had said, a loud wail in pain echoed through the air followed by an explosion.

Twilight, Fluttershy, Rainbow Dash, Pinkie Pie, Rarity, Applejack, Shining Armor, and the Autobots looked up just in time to see a blue and red body falling from the floating arena above, and heading for all the ponies below.
________________________________________

Megatron limped forward where Optimus had fallen. It was almost over; Optimus Prime was very close to being defeated. But Megatron was very injured; there was no way he can take on a creature as powerful as Discord in his condition. That's when Megatron.......found out what to do.

The fowl leader of the Decepticons stepped in front of Optimus' limp body and grabbed him by the throat. Megatron lifted up his old enemy and glared in his optics as he held his throat.

Megatron heard a slow clapping behind him, he turned to once again to see a very satisfied Discord, he was standing completely up on his throne as he just witnessed Megatron conquer Optimus Prime. Discord stopped clapping and looked at Megatron with a smug smile.

"Congratulations Megatron, you have proven to be the strongest of the strong, but before you can claim your reward," Discord pointed at The Matrix that was still stuck to the throne, "you must finish him off, and then battle me." Discord finished by placing a hand on his chest.

Megatron thought of Discord's words and looked back the Autobot leader at his will. Optimus' optics were barely open to see what Megatron planned on doing.

Megatron grew a quick frown and activated his cannon on his right arm. He pointed it at Optimus' face with pure ferocious hunger in his optics. Optimus looked at the cannon pointed at his face and closed his optics waiting for his death to come.

But before Optimus would die, he had to give some apologies first.

'Oh Primes of the past, forgive my spark.' Optimus thought to himself as Megatron powered up his cannon, 'I have failed all of you, I am not worthy to carry The Matrix of Leadership. My spark does not deserve to live with all of you in The Matrix, but please.......spare this world of its chaos......please......help them......for I cannot…'

Megatron's cannon was fully charged, he clutched Optimus' throat as he pressed the cannon against his head.

"It is over, Optimus ‘Prime’....."

"FINISH HIIIIIMMMM!!!" Discord yelled.

It was time for Megatron's plan........to take effect.

"EEEEEAAAHHHHHHHH!!!!!" Megatron yelled and swung around to point his cannon at Discord.

He fired.

Discord's smile turned to an expression of pure terror as the ball of energy soared for him and struck him directly in the chest. Discord's entire body exploded as did the throne containing The Matrix of Leadership.

Megatron threw Optimus on the ground and jumped toward the explosion, the flames overcame Megatron's body and he was gone. Prime looked up and saw the fires about to reach him.

Suddenly, Optimus saw The Matrix.

The Matrix of Leadership flew out of the fire like a fireball from an erupting volcano. Optimus got up and ran for it. The Matrix flew straight over him but Optimus HAD to get it back.

As The Matrix of Leadership flew over the ledge of the arena leading to the hard ground below, Optimus jumped with his last strength and reached out for The Matrix. He was so close, with one final push.......

......Optimus Prime regained The Matrix.

Optimus faced his back to the ground as he clutched The Matrix to his chest. He felt himself falling very fast, the last thing he heard before he hit the ground, was the sounds of screaming ponies.
________________________________________

"GET OUT OF THE WAY!!!!" Sideswipe shouted and ran away.

Jazz grabbed Twilight and Rainbow Dash, Warpath scooped up Rarity and Pinkie Pie, Wheeljack picked up Fluttershy and Applejack, and Hound picked up Shining Armor while the rest of the Guards flew or teleported away.

The large body crashed to the ground with a thunderous tremor following. Dust and debris was sent everywhere as the tremor slowly stopped. Twilight popped her head out of Jazz's arms and looked up to see the floating arena fall to the ground covered in flames.

The arena created an even stronger tremor than the first one. Jazz held Twilight and Dash firmly so they didn't shake that much from the quake. Twilight and Rainbow Dash opened their eyes and looked to see the arena but it looked as if it was now a giant fireball lying on the earth.

Jazz let his grip loose and Twilight stumbled out and trotted closer, Dash floated in mid-air and stared in awe at this devastation. The other Autobots stood up as well and watched as the arena crumbled into flames.

"Did......did Optimus....survive that?" Rainbow Dash turned back to Jazz who had an emotionless look on his face.
That is when they all heard the groaning.

A black hand rose from the rubble and clutched the side of where it landed. The body rose up and the equines gasped at what they witnessed.

Optimus Prime.

The six mares ran up to Optimus and looked at him with intent. But Optimus wasn't normal. His once smooth armor was now dented and sliced with open wounds all over his body. His paint job was shedding from the multiple cuts on him. His body was sending sparks all over the place from the cuts. Prime's stomach had been stabbed as Energon kept leaking out. His face was no better, his horns were now bent slightly and one of his eyes was cracked.

He looked as if he had been to hell and back.

Optimus tried once again to get up but fell on his chest. Any pain that Optimus felt multiplied to an intense level as he landed on the hard concrete, but he forced himself to stay awake, he still had a mission. He looked up and saw his pony friends plus the Autobots all staring at him.

Optimus looked directly at the ponies and managed to speak out.

"Twilight........Fluttershy......Rarity......Pinkie...Pie........Applejack.......and Rainbow...Dash....."

Upon hearing their names, the six mares got a little closer to their friend. Optimus looked at them and said, "I have.....The M-Matrix."

When he said that, he lifted his left hand forward and brought up The Matrix of Leadership. The ponies stared at it with wide eyes as it glowed with a bright blue glow. Twilight heard Optimus cough; she took her attention off The Matrix and looked at Optimus with a sorrowful look.

Optimus, slowly but surely, stood up. His legs leaking Energon as he stood clutching The Matrix in his left hand. He groaned in pain as he was at full height, Rarity felt sorry for him now that his stylish paint job was ruined, but Twilight felt more than sorry for him, she felt that she had failed him. Here was Optimus Prime, injured beyond repair and he was still trying to help this world, he was one brave bot.

Optimus looked down at them and immediately clutched his open stomach and coughed. But he had to focus; he looked at them and said, "Do you have....The Elements?"

Rainbow Dash looked down and saw her necklace staying where it should. Fluttershy, Pinkie, Applejack, and Rarity did the same; Twilight lifted up her hoof and felt the slick golden metal of her tiara. The Element Bearers nodded and looked back at Prime.

Optimus sighed with relief and coughed again. He forced up his left arm and brought The Matrix to his chest. He lifted up his right arm and clutched the handle on The Matrix with both hands. Optimus took a deep sigh and began.

"Oh....great Matrix of Leadership....this world......this once peaceful world.....has been infected with the wrath of war. I ask of you.......from all the great Primes of the past.....to heal this world.....and bring.....The Elements of Harmony back. If this is done......." Optimus coughed again and almost fell to the ground but forced himself up.

"If....this is done.....this world will see peace.....yet again. Please.....help us.......in this dire time of need. I do not wish this world to become another Cybertron. I ask you......no....I order you......LIGHT US......IN OUR DARKEST HOUR!!!!!"

Optimus raised The Matrix of Leadership above his head as it glowed profusely. The Autobots backed away but the Mane 6 stood their ground. Shining Armor and the Royal Guard backed up with the Autobots and was ready for the grand finale.

Optimus Prime yelled in pain as he slowly......pulled apart The Matrix.

The core was brighter than anything the ponies had ever seen. They blocked the violent rays with their forehooves as the core continued to glow brighter with each second. Suddenly, Twilight felt herself being slowly lifted up. Then Rarity, then Rainbow, then Pinkie, then Applejack, and finally Fluttershy. All six mares slowly floated above the ground as the core slowly moved closer to them.

Twilight's face met the core of The Matrix of Leadership, her snout almost touching it. When she looked into the core, she almost couldn't believe what she saw. Many giant beings standing proudly in the face war, each one held what appeared to be The Matrix but Twilight couldn't tell. She then saw several faces of other robots similar to Optimus, each one with glowing white eyes.

The core flew out of Twilight's face and hovered above each of them. The core suddenly glowed brighter than before and shot out six beams, each connecting to the Elements of Harmony. Twilight felt the beam hit her tiara and immediately felt stronger, her eyes glowed white as the beam kept flowing into her tiara. Twilight looked back and saw each of her friends with glowing white eyes as well.

The beams stopped and Twilight closed and opened her eyes, her vision back to normal. She and her friends were slowly dropped to the ground as did the core. The Mane 6 landed on their hooves and looked over to see the core land back in The Matrix of Leadership. Optimus closed it and immediately dropped The Matrix from exhaustion.

Twilight looked behind her and saw her friends' Elements back to normal. Their once dark and void appearance was gone as the color had returned.

The Elements of Harmony......were saved.

Twilight's smile grew as she looked back at her friends. Rarity looked up at her and smiled as well, the smiles spread to Pinkie, Rainbow, Applejack, and finally Fluttershy. But the victorious moment was interrupted by a loud thud.

The mares turned back to see Optimus Prime on one knee and a hand pressed to the ground. His head hung low as if he was truly dying. Oh how Twilight wished that wasn't true!

"Optimus!" The mares screamed and ran forward to the Prime; they all looked at him with fear-filled eyes.

The leader of the Autobots looked at them, one of his optics cracked so he couldn't see well, but he sure as Cybertron could see his friends looking at him wanting to know what was happening.

"I'm......I'm losing strength....." Optimus told them struggling to keep his voice level.

"What?" Twilight asked with a hint of whimpering in her voice.

"The Matrix.....its power.....it was too much....this is what I told you all about.....The Matrix is raw power.....and now......I'm going to shut down." Optimus finished and leaned to the side but forced himself up.

"No, you can't do that, Optimus!" Pinkie Pie screamed with tears already falling down.

Optimus looked at all of them and said, "You can save this world now.....you don't need me anymore....The Elements are back.....you can stop Discord.....now go."

Rainbow shook her head rapidly and said, "No, we're stopping Discord together!"

"I can't......I'm too weak...." Optimus admitted and looked down at the ground.

"You're not weak, Optimus."

Optimus turned his head right and saw Shining Armor. His face betraying any emotion at all as he simply stared at Prime. He stepped forward and said, "You are one of the strongest beings I have ever met, and thanks to you.....The Elements are back so we can end all of this. But we're doing this together."

"Together." Twilight said and looked up at Optimus.

"Together." The other mares said and walked closer.

"Together." The Royal Guard spoke out from behind their captain.

"Together." Jazz said, the other Autobots nodded in agreement.

Optimus looked all around at the bravery of all these ponies; they were truly one of the most trustworthy creatures he had ever met in all his life. He was also proud to be fighting with this team of Autobots, they were truly the greatest of friends he could ever ask for.

But Optimus' peaceful moment was interrupted with a strange energy beam heading straight for Twilight and her friends.
________________________________________

Megatron continued looking for Discord in the smoke above the city of Canterlot. He knew Discord had survived that blast he had inflicted on him, but now he had to finish it. Megatron hovered around the smoke until a strike of lightning almost hit him.

He hovered away from the lightning and turned around to continue his search.

"WHERE ARE YOU?!?!" Megatron roared, "I know you are still alive, now show yourself!!!!!"

Megatron's speech was interrupted by something very fast ramming into his back. Megatron almost lost his control but regained balance and turned around to see that horrid draconequus. His body was back to normal as if his blast did nothing to him.

Discord cracked his neck and said, "Oh I am very much alive, Megatron."

Megatron yelled in anger and fired another volley of shots at this strange creature. Discord dodged the blasts with ease and rammed Megatron in the chest. Both Discord and Megatron were sent down onto the roof of a building from the force of that hit.

Megatron shook his head to regain his focus, he looked back to be grabbed by the neck and forced onto his back. This draconequus was truly a strong opponent. Discord chuckled at Megatron and said, "You thought you could stop me? You think you can stop chaos? Now feel the power of Discord!!!!"

Discord then lifted up Megatron with his one hand and threw him with all his might. Megatron shot straight from the roof of the building, to the other side of Canterlot. Discord watched at Megatron's body became smaller and smaller until it disappeared behind the buildings.

Discord clapped his hands once and said, "Well, that's one down!"

Discord closed his eyes and chuckled at how much fun he was having, that is until a bright light hit his eyelids. Discord opened his eyes and looked down from the building and saw his old enemies Twilight and her friends slowly float to the ground.

Optimus Prime was holding something above his head. Discord was confused and snapped his fingers, a small telescope appeared in his hands and he looked through it to get a better look.

He dropped the telescope when he saw it.

Optimus had just used The Matrix of Leadership on The Elements; he witnessed them with their colors back! Discord's fear grew when he remembered what it was like in that stone prison. Cold, dark, and couldn't even move a muscle. It was a living hell!

There was no way he was going through that again!

He glared down at Twilight and the rest of her worthless friends and charged up his right hand.

"You think you can get me to stop this?! Even with your precious Elements of Harmony back to normal, there is no way I'm letting you use them! THIS ENDS HERE!!!!"

Discord lifted up his right hand and several lightning bolts landed in his palm. When he was good and charged up, he unleashed his full fury down at those stupid ponies. A long beam of energy erupted from his right hand as he poured each drop of power into this blast.

He brought his hand back and waited for the death of The Elements to come.

Only to receive the shock of his life.
________________________________________

Everything appeared to be in slow motion for Optimus. He brought his attention onto the bright deadly beam of energy heading straight for Twilight, Rarity, Applejack, Rainbow Dash, Fluttershy, and Pinkie Pie. He knew that this would kill them if he allowed the beam to strike.

Optimus was stuck in an array of thoughts. What should he do?! Time was running out as the beam drew nearer! The ponies didn't even notice the beam heading for them!

Optimus looked at his Autobot brothers and they noticed the beam as well. They were slowly following it as it approached nearer, but none of them were close enough to stop it. The only one close was enough was......him.

Optimus looked back at the ponies with a sorrowful look; they looked at him with heads tilted to the side not knowing what the great Optimus Prime was thinking.

They soon found out.

Optimus Prime then committed the bravest thing he had ever done.

He pushed the ponies out of the way and allowed the beam to impale his chest.

Optimus' optics grew wide and he screamed in pain as the beam blasted straight through his body and hit the ground behind him. All the pain was now focused around his chest areas as the beam continued to strike.

Twilight looked up from where she was pushed and gasped to see Optimus impaled by a beam of energy.
The beam stopped as did Optimus' movements.

The last of the Primes looked at his chest and immediately regretted doing that. His chest was decimated; a large hole was now where his spark used to be. Optimus looked back up and fell to his knees.

The six Elements, Shining Armor, Royal Guard, and Autobots had the most horrified expressions they had ever allowed to be placed on their faces. Optimus Prime had just sacrificed his own body to save the bearers of the Elements of Harmony.
Twilight and her friends had the most terrified expressions out of anyone there.

Optimus Prime slowly fell on his back and looked up into that cloudy sky as the chocolate rain pelted his destroyed armor. As Optimus felt his life force leaving him, he heard several screams and turned his head slightly to see the ponies and Autobots running straight for him.

He looked back up and listened carefully to all the words he could barely make out from his destroyed hearing processor.
The only words he caught out were Jazz shouting at Perceptor.

"Perceptor, check for damage analysis!" Jazz screamed and looked down at their fallen leader.

Perceptor transformed into his microscope mode and analyzed Optimus Prime top to bottom. Ratchet arrived with Bumblebee in a carriage, Bee looked up from the carriage and witnessed his old friend; Optimus Prime was on his death bed.

The ponies were breathing profusely at the hope that Optimus was going to make it, but all they got was even worse news.

Perceptor transformed back and spoke in a defeated tone, "I'm afraid.....his wounds are fatal.....there is nothing I could do for him."

The ponies gasped and went closer to Optimus' face, Twilight spoke first with tears staining her face, she winced in pain when the sour tears hit her open cuts but she didn’t care about that. She only cared about Optimus Prime.

"No Optimus, you can't die we need you!!!" Twilight cried and whimpered by Optimus’ dying form.

"Yeah," Applejack wiped away her tears with a forehoof, "we....we love ya, Optimus."

Optimus turned his head so he could face his pony friends. Oh how much he wanted to save them from the horrors of war….but now….the only thing he could do….was say goodbye. Optimus narrowed his optics and said in a cracking voice, "Do not grieve......soon....I will be one with the Allspark.”

Optimus lifted up his hand and rubbed his finger underneath each of the pony’s chins. His arm fell to his side and he spoke out, "You....all of you.....are the most trustworthy companions....I had ever had the honor of meeting. And I know.....that you will remember me.....when I leave all of you....that you will never forget me.....I will miss all of you deeply in my once active spark.”

Saying his final goodbyes only made the mares cry even harder, Optimus took in a deep breath and turned his attention to an old friend of his.

Optimus narrowed his optics and spoke.

"Ironhide...."

The ponies looked up to see Ironhide with a smoking chest, they hadn't even realized that he had made it this far, they thought he had been taken out when Soundwave attacked. But here he was, watching his oldest friend die right in front of him. Ironhide got in closer as Optimus was about to speak again.

"It is with you old friend........I pass onto you.......The Matrix of Leadership.....as it was passed to me....you are to lead the Autobots from now on.....and lead them...to victory."

"But Prime," Ironhide told him, "I.....I am just a soldier I.....I am not worthy."

Optimus gasped again and said, "Nor was I old friend...." Optimus lifted up his left hand and Ironhide clutched it in his.

Optimus continued, "but I know......that with your bravery and heroism.....that you will save this world......and use the power of The Matrix....to light us in our darkest hour. That you.....will help this world regain peace once....again...."

Optimus lifted up his head and reached for The Matrix of Leadership that he had dropped. He lifted up his right hand with the Matrix laying upon it. He placed it in Ironhide's hands and dropped his arms to his sides.

Ironhide held The Matrix of Leadership in his hands and stared at it in awe. The Matrix was his now! He was now the leader of the Autobots!

Optimus Prime looked back up into the stormy clouds and said his final words.

"Until this world is saved...........till all......are one........"

With that, Optimus' optics flickered blue until they had gone completely black. His red and blue exterior had begun fading and his colors were gone as was his life. Twilight closed her eyes and fell to the ground, clutching Optimus' colorless hand as she cried silently.

The Autobots dropped their heads in defeat over the loss of their beloved leader. Bumblebee placed both fists on his head and so very wanted to scream right now. Shining Armor felt his eyes burning and he allowed a single tear to fall to the ground, not even caring how his fellow Guards felt.

Rarity had never felt so horrified, she cried her loudest and didn't care what anybody thought of that. Rainbow Dash flipped the wet mane out her closed eyes and frowned. But a delicate little voice made her quiver.

“Rainbow…” Fluttershy whimpered. The sound of Fluttershy sobbing was just enough to allow Rainbow’s eyelids to start tearing up. Both pegasi cried in each other’s arms as Pinkie Pie turned to full out sobbing; rivers of tears exploded from her eyelids. Applejack took off her hat and placed it on her chest in respect, the tears had already been falling for quite a while.

They didn't want it to be true....oh Celestia how they didn't want this to happen! They came all this way…just to lose the nicest friend they ever had. And it was all…..their….fault.





Long live the last Prime.