//------------------------------//
// Act III: Altered Carbon 
// Story: Friendship Is Magic: Prime 
// by Darkryt Orbinautz 
//------------------------------//

Darkryt Orbinautz presents...




Rainbow Dash shook herself to get feeling back into her body. Having done that, she tilted her head up to see Starscream, and her keen flying eyes zeroed in on the insignia on his chest.

"You!" Dash pointed with her hoof. "You're a Decepticon!"

"Was a Decepticon." Starscream corrected. "Once Megatron's Second-In-Command, the highest rank in the Decepticon army, I defected once my treatment at his claws prove to test even my immeasurable patience."

"Second-In-Command? What does that mean?" Pinkie Pie questioned scratching her head with her hoof. Before Starscream could answer, a soft voice asked another question.

"Um, Mister Starscream? I appreciate that you dug us out and saved us from suffocating, but if you're not a Decepticon, then why do you have their symbol on your chest?"

Starscream narrowed his eyes and nodded his head imperiously. "Because the symbol is not a mere badge that I can just pull off. It is branded, straight into my body." Starscrem raised his index finger, which gleamed evilly in the afternoon sunlight. Evilly enough that Fluttershy backed away a step. "But if it pleases you..." Starscream swept his nail across his chest, putting a tally mark through his insignia. "Now..." The mech pointed at Pinkie. "The pink one wishes to know the meaning of 'Second-In-Command'. Before I answer her, are there any other questions?"

"Yeah." Dash growled, soaring up to look Starscream in the face. "Why did you help us?"

Starscream put his claw to his chest in apparent offense. "Why, only to make sure I got to you before he did."

"Before who did?" Twilight Sparkle asked with worry.

Starscream turned to her gravely. "The most despicable 'bot this side of the Milky Way..."

Starscream paused for dramatic effect.

"Optimus ...Prime!"




"It's nothing personal. Well, scrap them. Make it personal."

Friendship Is Magic: Prime: Act III

Chapter III (Box Set Chapter 15): Altered Carbon.

Episode Synopsis: The Autobots and the Ponies meet for the first time.




A converted cold war outpost, renovated to accommodate at least six autonomous robotic organisms from the planet Cybertron. Or 'Autobots' as they were colloquially known.

Walking through the hallways was the gigantic-even-by-Autobot-standards, green, construction-helmeted stock -fingered Bulkhead, whose leg panels broke away from each other with each motion of his legs, something the rest of the Autobot's didn't do.

"Hey, Ratch!" The ex-Wrecker called, slumping his back against the doorway to the master control room. "Got anything for me to do?"

Ratchet, a white robot with orange lines, a car's radio antennae on his shoulder, bits of window folded against his chest, and a double-set of red chevrons attached to his head, was the Autobot's medic, surgeon, and back-up leader for when their Prime wasn't around. Fiddling idly with some Autobot-sized injection tool, he briefly nodded his head. "No, Bulkhead, I'm afraid not."

Bulkhead grunted. Miko, his human friend, was at school, there were no Decepticons about to smash, and none of the other bots were around to spar with. He crossed his arms and huffed. "This stinks..." He muttered in his deep, construction-worker voice. His eye (or optic or whatever) caught the instrument Ratchet was fiddling around with. "Hey..." he walked over to stand just behind Ratchet. "That's not Synth-En you're messing with, is it Doc?"

Ratchet threw his head backwards to look back at Bulkhead. "Yes, yes it is." Ratchet raised his hand to cut off whatever objection Bulkhead was about to throw at him. "But don't worry. I'm testing it only on machines. I'm trying to find the missing parts of the formula. "

Bulkhead made a disgruntled noise, but relented and walked around for something to do. Picking something off the table, he lobbed against the door, causing it to embed itself in the door.

"BULKHEAD! I MIGHT NEED THAT!"




A chubby human in a gray suit, dark skin and black hair -Special Agent William Fowler of the United States Military- sat inside the passenger of a long-nosed trailer truck cab- which was in reality, Optimus Prime, the Last of the Primes.

"So then, then I said "Solider, that's a cell phone!" Fowler concluded his story, bursting out into laughter. His laughter got quieter and quieter until it died away completely. "Oh, come on, Prime! That was hilarious!"

"I agree, Agent Fowler. Though as a Prime, I must remain in control of my emotions, lest my enemies take advantage of them."

Fowler shrugged. "Decepticons haven't attacked today."

"They could at any moment."

Fowler put his knuckles to his chin, putting himself in the pose of The Thinker. "Yeah, that's true."

A beeping came from Optimus' dashboard. A call.

"Optimus Prime and Special Agent Fowler, how may we be of assistance?"

"Uh, yeah, Optimus?" replied Jack's voice. "Found that the Ponies were after Discord on orders from some chicks named Celestia and Luna. I couldn't reach you, so I went ahead and gave them his location. Is that all right?"

"Of course, Jack. I apologize for ceasing to answer your calls. I must've become too engaged with conversation with Agent Fowler."

"Whoa, whoa, whoa!" Fowler exclaimed. "Do not try to pin this on me! If you think you- wait, you said these...'Ponies' were after that snake Discord?"

"...yeah?" Jack replied.

"AND YOU JUST LET THEM KNOW WHERE HE IS WITHOUT QUESTIONING THEM!?"

"Agent Fowler, there is no need for volume. I am sure Jack did some questioning, and I'm assured the Ponies' intention is honorable by the mention of the names Celestia and Luna, whom Discord told me were his enemies."

Agent Fowler crossed his arms and glared at the dashboard. "And why, if these Ponies came from Equestria, why have I not been involved? Do you realize the problems they could cause if they interact with the wrong people at the wrong time?"

"I had not, Agent Fowler. Jack, where would you say the Ponies' last location was?"

"In the cavern you hid Discord in."

"I will take Agent Fowler there so that he may liaison with them and explain the customs they must follow."

"Will someone tell why we didn't do this earlier?" Fowler yelled.

"Something had my attention...something about a solider, a cell phone and a bunny rabbit?" Optimus answered.

"What are you-" Fowler's shoulders sloped in shame as he realized Optimus was referring to his overly-long joke.

A horrible skreeeeee came from Optimus' wheels as he activated his systems to speed off.

"PRIME!" Fowler screamed as Optimus swerved from side to side, "I'M NOT WEARING MAH SEAT BELT! DO YOU KNOW HOW MANY VIOLATIONS THAT COULD BE?"




"So you are here hunting Discord." Starscream repeated while he and the Ponies trotted along the side of the road, having since introduced each other prim and properly, the Ponies having since put their Elements. "I cannot say that is a name of any familiarity to me..."

"We've told you what we want. Now tell us what you want." Rainbow Dash snarled.

Starscream ceased his walking, turning back to face the Ponies. "I have heard that you faced Megatron in combat...and seeing as you're here talking to me right now, I can only assume it ended in your favor."

Twilight scraped a back hoof. "Oh, that was nothing. Just doing our part for our home."

"Mmm, yes, well...See, that's why I sought you out. If you can defeat one leader, why not two?"

The Ponies' all adopted befuddled expressions.

"Optimus Prime, leader of the Autobots..." Starscream explained. "He is a cruel and barbaric despot who cares for no one but himself. Even his closest allies are not safe from his rage."

The Ponies all gasped in horror.

Starscream's optic drew itself towards Rarity, whose expression was less severe then the others.

"And he has a terrible fashion sense that he enforces on his troops!"

Rarity gasped in a very dramatic, very Rarity fashion. "This roguish Optimus must brought to the Hoof of Justice!"

Rainbow Dash had half a mind to protest that they didn't need another distraction, but the other half was remembering about the cruel treatment the Junkions had endured under the Star Seekers.

"C'mon, Twilight! Let's find this 'Prime' dude and smash his lungs in!" Dash's magenta eye rolled over in its socket towards Starscream. "He does have lungs, right?"




Optimus pulled up the rock pile that was Discord's holding facility until some time ago. Fowler observed the destruction through Optimus' window.

Optimus shapeshifted into his robot mode, his vehicular-mode roof opening enough that his hand could reach in and grab Fowler to keep the human from being squished. Now fully transformed, Optimus placed Fowler on the ground.

"Looks like a cave-in." Fowler remarked putting his hands into his pockets.

"The most likely scenario that comes to mind is that in the heat of Discord's and the Ponies battle, a vital structure was damaged, thus bring the cavern down on them." Optimus concluded. "A moment of silence, then, so that we may mourn the passing of those who-"

"Prime, come here. I got a little something for ya." Fowler interrupted, his hand raised. "I bent over to rest on the rock, and I got this on my hand."

Optimus crouched down his knee, taking his massive, factory-black finger and sweeping across Fowler's much smaller brown one. Optimus rubbed his finger and thumb together to better gestate what the residue was.

"Propellent." Fowler said. "Jack say anything about those Ponies having missiles?"

Optimus clenched his hand into a fist and gritted. "Starscream..."




The Ponies and Starscream sat in the cave Starscream had been hiding in earlier, since it was in close distance to the Ponies' hijacked ship.

"So, Starscream." Twilight Sparkle inquired, using her magic to prepare a meal for her and her friends. "How do you know Optimus?"

"Ahhh..." Starscream replied. "Long ago on Cybertron, a Great War was started. Megatron and Optimus Prime were two very important figures in it, earning many victories, allies and even inspiring others to take up arms. Sadly, no one could have predicted their flawless, complimenting idols, Optimus Prime and Megatron, to let the stress and pressure tear at their minds. Just as all the government officials were ready to seal the deal and call the war 'over', Optimus and Megatron both attacked, claiming that they should put in power for all the hard work they had put into their service of Cybertron. A split emerged between the two friends. Megatron wanted Optimus as his second. Optimus wanted Megatron as his second. This slight disagreement as who would be 'on top' escalated to the point they are now bitter enemies, and the War continued." Starsceam explained, the mixing a few kernels of truth within his complex weave of lies. While most of it was true, Optimus Prime being just as power hungry as Megatron was an utter fib.

Twilight levitated a dish to Starscream's reach with her magic, he declined. "This is organic food. I am not an organic." The Ex-'Con told her.

Twilight nodded head in understanding and sat the plate down by the campfire. She looked forlornly into the flames and signed.

"What's the matter, Twi'?" Applejack asked between mouthfuls.

"It's just...I don't think we can take on Optimus."

Starscream's optics shrunk in alarm. "WHAT?" He mimicked the motion of clearing his throat. He had to stay calm, lest he reveal his true nature to them before it would be...of benefit. "Ahem...I mean, why not? You have bested Megatron, haven't you?"

Twilight shook her head. "That's just it. To beat Megatron, we had to use the Elements of Harmony...We need Celestia's permission to use them, though due to circumstances she let it slide just this once. We don't have her permission to use them on Optimus Prime and we can't contact her to ask for it..."

"Oi!" Dash objected. "We don't need Elements to take on some...Megatron copycat! We beat Breakdown, your magic owned Knock Out and my awesome moves totally wrecked Soundwave, remember?"

"Yeah!" Pinkie agreed. "You gave cover fire so Wreck-Gar could beat Thundertron, didn'cha?"

"Not to forget narrowly escaping that brutish Bruticus Max...Max...whatever." Rarity added.

Starscream covered his mouth with his claw, trying to suppress his disbelief that these Ponies had accomplished all these feats. Clearly, these Ponies are more then I bargained for!

"'Sides," Applejack said. "I think Celestia'll be kind enough to understand why we would use the Elements of Harmony on somepony that's as nasty as this Optimus feller."

The six ponies gathered around for a group hug, assured what they were planning to do was right.




Several miles away from either Autobot or Pony, men in form-fitting blackish gray suits and sweaters over them were digging under the command of one. MECH, digging for Energon for their insidious project. Project: Chimera. A plan to give the loose-morale organization the power of living technology, just like a Cybertronian.

However, one man, taller, with more muscle, sat criss-cross applesauce on the mine floor, a paper detailing the information MECH had garnered on Cybertronian biology. Another oddity about this man was that his facemask was a much lighter, paler gray then the others, and he wore a black scarf around it, even when it wasn't cold. Another MECH solider came over to see what he was doing.

"Supervisor Adam, we've gathered forty-percent of all the Energon here."

"Excellent..." Adam responded, standing up. There was a hiss in his pronunciation of 'x'.

The MECH solider looked over Adam's shoulder. "Sir, why do you keep pouring over that?"

"For your information, Agent Novo..." Adam responded. "I'm trying to decipher more ways we could equip in anti-Cybertronian armaments...and I think I've found it."

"Oh?" Novo questioned.

"Yeeeesss..." Adam hissed. He handed the Novo the paper ("Hold this.") reached into his pocket to pull out his cell phone and placed a call.

"Hello? This is a private weapons company, so I take it you've done business with us before?" a perky female voice asked.

"Yes...It's Adam. I need some something..."

"OH! Anything you need, sir!" The voice exclaimed.

Adam make an imperious gesture to himself. "Sabot rounds. Lots of 'em."

"We'll have them ready right away sir."




The next morning, Starscream and the Ponies got themselves ready to hunt down Optimus Prime.

Starscream yawned quite loudly, putting his claw to his mouth politely. "So, are you all...aaahwwnn ready?"

"Yeah." Twilight Sparkle answered for the group. "All we need to is find Optimus Prime."

"How we gonna do that?" Applejack pointed out.

"Well...We have the ship we stole from Kaon." Twilight recalled. "I'm sure it'll go fast enough for us to find Optimus..."

"Ah ah ah!" Starscream scolded. "No need to fly about like some ignorant gnat. I have a method for attracting Autobots..."

"Well?" Dash raised an eyebrow. "Let's use it!"

"No, no." Starscream shook his head. "It will take no time at all for it be activated...but we need somewhere more..." Starscream knocked on the cave wall, causing a crack in it. "Maneuverable, if you are to confront Optimus Prime."

"Like where?" Rarity speculated.

Starscream smirked smugly. "Might I suggest this shipyard I know of? It's not too terribly far off."

"Sounds as good a place as any." Rainbow Dash agreed. "How about you convert into your other mode and take us there?"

Starscream's smirk turned upside down. "I would be perfectly willing to provide you with a ride...but I cannot transform, for my T-Cog, the organ that allows us Cybertronian to adopt our vehicular modes, has been stolen by human savages." Starscream took in a deep breath.

"That's not very nice of them!" Pinkie exclaimed.

"Well, no. Savages generally are not. I believe now would be as a good time as any to inform I will be unable to accompany you on your mission."

"What? Why?"

"Because." Starscream answered. "My presence would incite Optimus Prime's wrath without hesitance, thus depriving you of a potential advantage. Be warned, My Little Ponies, Optimus will say anything and everything to put you where he wants you."

Twilight nodded. "Understood." She turned to the others. "Let's get 'im, girls!"

"YEAH!" The girls cheered.

Fluttershy whispered something into Twilight's ear. "Yes, Fluttershy, sounds like a good idea. Starscream, we're gonna pick something up from the ship, okay?"

"What's that?"

"A ride."




Ratchet put his finger inside the plaster bucket, like a human child playing with finger paint. His method of applying it to wall where Bulkhead's little flinging game had left hole wasn't actually all that much different.
The Autobot muttered under his breath, burning ever so slightly at the fact this was interrupting his experimentation with the Synthetic Energon.

"Thank you, Bulkhead...as if my tools didn't already suffer enough abuse, oh no. They need about twenty-percent more abuse before they can feel appreciated!"

A ridiculous notion, given that Ratchet's tools couldn't possibly feel.

A beep-beee came from the computer.

"What?" Ratchet asked to the thin air as he finished putting the plaster in. Approaching the computer, he let out an irritated noise seeing that it was high frequency signal...with an embedded message.

"What on Earth or Cybertron or where ever we are do you want now, Starscream?" He put his finger onto the panel and brought the message up. "Hmm?"

Optimus Prime. The message began. Come to these coordinates so we can bring the pain in on you... for everypony.

Ratchet raised his browplate. That did not sound like a message Starscream would write. Starscream was smug and overconfident, but he knew better than to take Optimus head-on by himself. 'Everypony'? What was the meaning in that? He put his finger to his head to call the message's intended recipient.

"Optimus, I have a high-frequency signal with an embedded message. An unusual one, at that. I'd recommend covert ops and back-up."

"Understood. I will call for back-up."

"'Well...That should make Bulkhead happy..."




Bob hovered above the abandoned shipyard, the pool of water that was the parking dock showing a reflection of his cybernetic beetle mode as he sped past above it, landing on the edge of the ground. Twilight, Pinkie, Rarity, Rainbow, Fluttershy and Applejack all climbed over his legs and onto the ground, some more gracefully then others.

"Oof..." Twilight complained at her rough landing. She took in a deep breath and sucked the pain up. "All right everypony. This is the location. If Starscream's method worked, then Optimus Prime will be here any second now."

"Oh my." Fluttershy gasped.

The Ponies sat there for awhile in anticipation and fear. If Optimus was as nasty as Starscream had said, there was no telling where or how he might attack.

BRRROOOOOUUUP.

"Look!" Applejack yelped. Everypony did so, turning to see a GroundBridge some distance in front of them.

"Bob, I want you to hide. I don't want you getting hurt." Fluttershy told her new pet, who clicked together his mandibles in protest, but relented. Taking to the sky again to flutter over behind one of the buildings.

The nose of a very large, dark red truck popped out of the GroundBridge, followed by the blue motorcycle Jack was riding, Jack replaced by some slim attractive female 'hoo-man.'. A military green jeep, and a yellow muscle car with black stripes joined them, all the vehicles covering each the others flanks. They sat there, their headlights' beam pointed dead-on at the Ponies.

"Isn't that Jack's bike?"

"Shhh!" Twilight hushed Fluttershy. The unicorn stepped forward and stomped a hoof. "Cut out the secrecy, Optimus Prime! We know who you are!"

The vehicles seemed deadly silent, as if unnerved by Twilight's proclamation. After a minute or two passed, the red cap rolled forward a bit. All the Ponies tensed, afraid that it was about to ram them, but it stopped soon enough. Then its panels began rearranging, giving away its true, Cybertronian nature. Panels popped up and out, joints began to form, its smokestacks lifted up, rotating with the forming-shoulders until they were on it;s back. The rear wheels of the truck hitch had gone to the sides of it's metallic blue legs. Black 'shoes' and hands formed at the end of its legs and arms, respectively. The window panels broke away from each other, the shifting revealing there that windows were larger then the vehicular form showed. A head appeared atop the window-chest. A soft face, of sorts. A silver one inside a blue 'helmet', the helmet having two pairs of antennae on it's sides and vents of some sort. It's blues eyes were fan-like and locked inside black holes

"I am Optimus Prime, Leader of the Autobots." He introduced himself. His voice was baritone, but it had a weak point in it, like he had been crying on the inside and keeping it all in for thousands of years.

"But you knew that already, did you not?"

Twilight nodded. "Mh-hm."

"If I may be so bold, may I ask who you are?"

"I'm Twilight Sparkle, and these are my friends Rarity, Fluttershy, Applejack, Rainbow Dash and Pinkie Pie."

Optimus bent down over on to one knee, so that he was at least a little closer to eye level with them. "It is pleasant to meet you and your friends, Twilight Sparkle." He gestured towards the vehicles behind them. "Those are my friends, Arcee, Bumblebee, and Bulkhead. May I ask what are you doing here?"

"We're here to pound you to scrap!" Rainbow Dash answered, stepping forward and snorting.

Optimus crooned his neck. "You sent that message that brought us here?" Optimus' voice took on a sorrowful tone suddenly, "Have I somehow wronged you?"

"No..." Twilight replied as she and the girls ready their Elements. "But we know you've wronged some non-pony ponies, and we're gonna pay you back for each and every one of them." There was a hard edge in her voice. She was determined to stop this monster.

Optimus looked at the jewelry the Ponies were adorning themselves with and raised an browplate. Are these...the Elements of Harmony? These are the Ponies Jack was talking about?

"Ahhh...are you the Ponies that are hunting Discord?" Optimus questioned.

"How did he know about that?" Dash whispered with slight panic.

"I don't know!" Twilight whispered back. "Just blast him!"

The Elements began to pulse, the Ponies levitating in the air with the magic coming from them. Optimus took an instinctive step backwards.

The blue motorcycle rolled forward, but Optimus held his hand out to order it to keep away.

"Girls!" Pinkie exclaimed "I feel something funny coming my Element!"

"Now is not the time for your Pinkie Sense, Pinkie Pie!" Twilight snapped.

How fortuitous for Pinkie, then, that it wasn't Pinkie Sense.

Optimus stumbled left and right, having lost his balance. Twilight took this to mean that the that Elements were already working on him. They were...

Just not the way she would've liked.

Deep in Optimus Prime's innards and beneath at least two layers of circuitry, the Matrix of Leadership, the holy artifact given only to the current Prime, beat. Like a heart, resonating with the Elements' holy magic. It began to whir, Optimus clutching his chest in response to the alien feeling.

"Come on girls!" Twilight exclaimed reassured, "We got him on the ropes!"

Optimus gasped as blue energy from the Matrix began seeping from his chest without it opening. The blue energy whipped and curled into tendrils which snaked their way around his chest, up his shoulder and down his arm into his hand, where the tips of the tendrils met each other and condensed into a sphere. The sphere began growing in size. Once it was large enough, it exploded into a half of a 'shockwave ring' where it went towards the floating Ponies and struck the Elements. The Elements' crackled with the energy surge, then just...stopped. The Ponies fell down onto their rumps.

"What happened?"

"Wasn't me!"

"How..."

Twilight looked on at Optimus in fear. Discord had made herself and friends unable wield the Elements by no longer representing them, but he never displayed the ability to outright dispel them once they had been activated! How powerful was this Optimus Prime?

What Twilight didn't know was that Optimus was just as dumbfounded as she was at the Matrix's abnormal action. It shouldn't have done anything without his command.

Essentially, what just happened was that the Matrix, sensing the Elements of Harmony and it were kindred spirits -both were powerful, mystical, older-then-recorded-history artifacts- waved it's hand and said 'Hey guys it's okay. He's with me." To the Elements about Optimus.

But really, how were any of them supposed to know that?

Twilight and her friends slowly put the Elements back into their magic-enhanced saddlebags.

"Twilight Sparkle, I would like to assure I have little idea as to the event that just occurred." Optimus Prime told them. Twilight shook her head.

"Whatever. We're gonna stop you. For good." Twilight snarled.

"Yes!" Rarity agreed. "An end to your crimes against fashion and everything else you've defied and ruined!"

Optimus face seem to sag. "You...think of me...as some of sort of defiler?"

"YES!" The Ponies answered collectively.

"You wish to put an end to my reign?"

"That's right!" Applejack replied with a hoof stomp.

Optimus crouched down. "Is there anything I can do to convince you to walk away from this course?"

The Ponies all shook their heads, heedful of Starscream's warning.

"I see." Optimus noted somberly. He turned towards the vehicles behind him. "Autobots, Smoke and Mirrors!" He transformed into his truck cab mode and rejoined his brethren.

The Ponies reared up their behinds, anticipating any move.

The four Autobots started their engines, rolled forward juuuust a little bit, then began chasing after each other circles. The circular motions allowed their exhaust fumes to build up and form a gigantic smoke cloud, which all they took off out of in different directions. The motorcycle joined the jeep, while the muscle car and Optimus went solo.

Twilight used her hoof to direct her friends after them, assigning Rarity and Applejack after the car, Dash, Pinkie Pie and Fluttershy after the jeep and motorbike, with herself being the one to pursue Optimus.

Rarity and Applejack galloped diligently after the yellow car, Applejack yelling taunts and Rarity questioning her about.

"Come on, Yellowjacket! What are ya, chicken?"

"Is that necessary, Applejack? I'd rather think that infuriating it would only serve to endanger us!"

"Eh, don't be a sissy!"

The muscle car observed them in it's rear view mirror. Beeping, it spouted out some brown substance- motor oil- from its exhaust pipe.

"Oh my, that doesn't look pleasant..." Rarity observed.

"Don't be a sissy!" Applejack repeated, grabbing Rarity and throwing her onto her stomach and into the liquid and then trotting after her. Her plan to increase Rarity's bravery backfired horribly, as she preceded to slip and slip on her legs while Rarity slid on her stomach. They eventually crashed, ending up as a ponypile that was covered in oil. The impact took just enough energy out of them for "Yellowjacket' to make a getaway.

Optimus swerved, turned, and spun out to avoid the shipping crates that Twilight was using her magic to hurl at him.

"Twilight Sparkle, please! Violence never solves anything!" Optimus pleaded.

"As much as I want to agree, I don't intend to trust you." Twilight Sparkle growled, hurling yet another crate at him. Optimus put the pedal to his medal and increased his speed. Passing by a two buildings, he caught a glimmer of a wire fence. Pulling back, his headlights shone on the fence as he rolled in between the buildings.

Rainbow Dash fluttered just slightly above the ground, so that she was flying while still close to earthbound Pinkie and flight-fearful Fluttershy.

The motorcycle adjusted it's mirror between the Ponies and some shipping cranes. "Hey, you thinking what I'm thinking?" she whispered to the jeep.

"I don't know, but if you're thinking what I think you're thinking, then I'm all for it!"

"I'll need a distraction..."

"Distractions are what I'm built for!"

The motorcycle broke away from the jeep, converting into small, sleek feminine form with blue 'wings', circular shoulders, and a pointed head with pink guards on it's sides and pink-circled blue eyes, her motorcycles wheels splitting in half onto her heel-toed shaped feet. She back-flipped and front-flipped over the cranes' exposed controls.

Rainbow Dash noticed this, and was about to pursue when the jeep turned into a black-shoulder green giant that jumped up and down, causing shockwaves powerful enough to blast Pinkie and Fluttershy back and bring Dash to the ground.

A shipping crane descended down on them, catching Fluttershy by the head. "Oh my goodness oh my goodness oh my goodness!"

"Fluttershy!" Dash exclaimed, taking the sky with the intent to charge, Rainbow was caught mid-ascent by the tail by another crane.

"HEY!" Pinkie Pie exclaimed, turning over to where the bike-bot was controlling the cranes. "Are you singling me out?"

The bike-bot's eyes raised up in bewilderment. "Ummmm...no! You're just not the right spot, is all. Can you walk backwards a few steps?"

"Okie-dokey-lokey!" Pinkie answered, doing just that. "Here good?"

"Perfect." She pulled the next lever down, causing a crane to snatch Pinkie up by the midsection.

"Yaaay! I haven't been singled out and now I'm...trapped...too." Pinkie giggled. "Tee hee! I didn't think about that!"

"Well, that was easy." The green giant commented, rejoining his partner.

Twilight charged up, trying to regain sight of Optimus. She passed the two buildings Optimus turned into and mimicked his motions, walking backwards to take a second glance. The wired fence was torn open, and there were tire tracks leading off into the desert away from the shipyard. She entered in between the two building, like Optimus did, and investigated the removed fence. Sniffing it to confirm fuel emissions, she raised her head into the air.

"You can run, Optimus, but you can't hide!"

"I don't intend to!"

Twilight looked up to see Optimus standing in his robot mode on one of the buildings rooftops, the wire fence turned to a makeshift net in his hands. He threw the net down on Twilight, trapping her, then jumped off himself landing slightly in front of it.

Twilight arched her back. "Go on. Do...whatever is you do to your helpless prisoners!"

Optimus signed and shook her head, casting one last somber look at Twilight before transforming and driving off.

Twilight gawked, confused. She used her magic to lift the net just enough for her to slip out from under it, and set about regrouping with her friends.




Optimus Prime, Arcee, Bulkhead and a yellow, relatively-average sized yellow robot with lines emitting from his optics-Bumblebee all stepped through the GroundBridge.

"So, what happened?" Ratchet questioned. His interest was piqued, in particular by Optimus. The surgeon had served the Prime long enough to know when something had got him down.

"I think we need to add 'Ponies' to our list, right up there with Starscream, MECH and the 'Cons." Arcee informed grumpily.

"Yeah. Something had crawled up their tailpipes, and they a had a serious actuator to pick with Optimus." Bulkhead added. Bumblebee bleeped in agreement.

"Optimus?" Ratchet questioned.

Optimus looked at Ratchet gravely. "The Ponies...they said something that rattled me."

"What?" Ratchet asked, taking his hand off the GroundBridge lever.

"They said they were going to pay me back for all those that I have wronged." Optimus explained. "And I cannot help but feel there is some basis to that."

"WHAT!?" Ratchet exclaimed. "Optimus, please! You've saved hundreds!"

"What about Skyquake?" Optimus countered. "What about Drixco?"

"What ABOUT them!?" Ratchet screamed. "They were Decepticons! By choice! You tried to offer Skyquake a chance to defect, and he tossed it aside like a used pipeline! Drixco came right at you! It was either you or him, and you reacted instinctively! Optimus, few people know as well as we do that whether we save dozens, hundreds, or thousands...it's the just the single one you fail that haunts you. You didn't fail Skyquake; If anything, he failed you."

Ratchet pulled himself close to Optimus and whispered. "Besides, while you both fought him, I think it was Bumblebee who dealt the killing blow."

"That is technically true." Optimus agreed. Ratchet turned to walk away, but Optimus gripped him by the shoulder. "Ratchet..."

"Thank you. I needed to hear that."

Ratchet smiled slightly, putting his hand on Optimus' shoulder. "That's what friends are for."




Starscream paced around the the cave, awaiting the Ponies return and status report. The fluttering of wings alerted him to a presence outside the cave. The Ponies came slowly walking in shortly after, looking downtrodden.

"Ahhh! So glad to see you're still in one piece, my fine fellows! How did it go?"

"Not so great." Twilight answered. "Optimus Prime brought back up...and they all got away..."

Starscream's perky expression faded. "Oh...well...that's...disappointing."

"Good news is, he left us intact." Applejack added.

"Yes...After all you told us, Starscream, I was expecting somepony a little less...polite." Rarity agreed.

"Starscream?" Twilight asked innocently. "Optimus had me trapped and at his mercy. You know what he did?"

"What? What did he do?"

"He left. Just like that. I can't help but wonder why..." Twilight rubbed her hoof on the cave in circles.

"Who knows?" Starscream said. "Optimus is a cunning and mysterious opponent. Now, if you'll excuse me, I'd like to be alone for just a second."

The Ponies nodded, then left the cave, leaving Starscream free to vent his frustrations.

"AAAAAAGGGH! THEY CAN BEAT MEGATRON AND SURVIVE BRUTICUS, BUT THEY CAN'T SO MUCH AS SCRATCH OPTIMUS PRIME? GRAAAAGH!" Starscream stabbed at the cave with his claws, causing rocks and a purple crystal to fall out.

Wait, purple crystal? Starscream bent over to pick up and examine it, and sure enough, there it was.

"Dark Energon! But...what's doing here?" Starscream's question was reasonable, but there was on thing he didn't know: The natural disasters that occurred just before Optimus Prime lost his memory and became Orion Pax had revealed surplus supplies of Dark Energon within the Earth, making them just as easy to mine and scrap together as the regular Energon deposits that had been planted there. He tilted the crystal back and forth in his claw. "Now that I have it, what I am to do with it?" he wondered out loud.

"Starscream, darling! May we come back inside yet?" Rarity called.

"Eh, what? Oh, yes, um..." Starscream alternated his gaze between the white unicorn at the cave entrance and the Dark Energon crystal. He raised up and saw Rarity through it. Saw...Rarity...through it.

Starscream knew what what he was going to do with the crystal.

"Yes, yes! Come right in, all of you! I found something of that most certainly be of interest..."

"What?" The Ponies all yelled as they rushed inside. Twilight and Rainbow instantly noticed the crystal in Starscream's grasp.

"What are you doing with that?" Rainbow Dash asked with fear.

"What is it?" Twilight asked with excitement.

"Dark Energon." Starscream answered starkly.

"I do not like the sound of that." Rarity said. "Energon is bad enough, but now it comes in dark variety?" this distracted Starscream.

"Err, what, exactly, is wrong with normal Energon?"

"It acts like a horrible memory-wiping drug on us poor Ponies! It's...it's-"

Applejack covered Rarity's muzzle with her hoof. "Don't get us wrong, S.S. We know it's ya Decepticons life force and everything, right?" Applejack gave Rarity a look, and the unicorn nodded. "It's just, when we got it in us, it wasn't all that good."

"I can't imagine it being good seeing as Energon has a most negative effect on humans!" Starscream exclaimed, idly shaking the Dark Energon in his claw. "Though this does not discourage me from what I'm about to ask of you..."

"What?" Fluttershy inquired. "What were you going to ask?"

"For you to allow me to put this Dark Energon within you!"

The Ponies all gave wide eyed, 'are you mentally handicapped?' looks.

"Hear me out." The Ex-'Con requested. "Dark Energon has been shown to do a number of fantastic things that Energon cannot. When closely observed, Dark Energon has the polarizing opposite properties of Energon. If normal Energon has a negative effect on you, then surely Dark Energon's would be positive!"

"Sound logical." Twilight agreed, looking at the crystal with slight eagerness.

"Twilight, are ya sure about this?" Applejack asked. "We're gonna let him put a substance with the word 'Dark' in it's name inside of us?"

"Dark chocolate is pleasant." Fluttershy piped up. "There are lots of pretty shades of dark colors and-"

"Point taken." Applejack cut her off.

"Also, it wouldn't be inside you." Starscream interjected. "It would have to turned to liquid form for that. This is in it's crystal form. Sooo...who's first?"

The Ponies all exchanged looks. "Come now!" Starscream beckoned. "Think of the scientific value!"

Upon mention of science, Twilight stepped forward. "I'll do it, but I didn't take you for a scientist, Starscream."

"There's a lot you don't know about me." Starsceam replied coyly. "We'll get to all of them when they come up." He looked between the Dark Energon and Twilight. "How to put this in you without using all at once...Ah!" Starscream took his nail and cut the crystal at the tip with it, causing a tiny piece to fall of. He took the piece, examined where he could put it on Twilight, and decided on her Cutie Mark.

"This may sting a little..." Starscream stabbed the tiny piece into Twilight's flank, smack dab in the center of her star. She winced, then stumbled from a tingle suddenly going up her horn.

"Twilight!" Rainbow Dash cried out.

Twilight kept wobbling, then stood completely still.

"Are you all right, Twilight?" Fluttershy asked tenderly.

Twilight kept still for a second, then turned around, showing that her eye whites had turned purple while her irises took on a white-pinkish color. "Yeah! I feel great!" To emphasize her point, she jumped up into the air and proceeded to jump off the caves walls with an athletic grace and agility that impressed even Rainbow Dash.

"Wooow!" The Pegasus gasped. "If this D.E. stuff can do that for an Egghead like Twilight, what will it do for me?"

Rainbow Dash stepped forward, and Starscream repeated the process, cutting another piece of the 'D.E.' and stabbing it into Rainbow Dash's cloud Cutie Mark. This process repeated until everypony had one in her Cutie Mark.

"Now..." Starscream rasped, clicking his fingers evilly. "How about a rematch?"




Inside the Omega One outpost, Fowler was being abnormally silent at the news that the Ponies had attacked Optimus. "Doesn't sound like they're the good guys if they were that intent on beating Prime."

"On the contrary, Agent Fowler, I am under the impression that the Ponies were doing what they thought right." Optimus replied. "They said they would avenge those I have wronged. The fact that our thoughts disagree with theirs only means we must be careful of how -and if- we confront them."

"You're a hippie, Prime." Fowler said sagging against the guardrail.

"Optimus!" Ratchet yelled to get the Prime's attention. "I'm detecting six distinct signatures out in the open...Dark Energon signatures."

Optimus crumpled his fists. "I do not know what you wish to accomplish, Megatron, but I know it must be stopped. Autobots! Transform and Roll Out!"




A truck, a bike, a muscle car and jeep all sped through the GroundBridge and out into the open Nevada dessert, complete with cacti and large rocks too large to be pulled out of the ground.

The Ponies were there, looking at the Autobot's arrival direction ominously.

"Little Ponies!" Optimus honked out, his headlights blinking. "I know you bear a grudge against me, but I must request that you vacate the premises! We have detected Dark Energon signatures within the area and-"

"That's us, you overgrown..." Rainbow Dash turned to Twilight Sparkle. "Um, what can I call a truck that would offend it?"

"'Piston rod.'"

"Overgrown piston rod!"

The Autobots all transformed into their robot modes. "What?"

"Twilight Sparkle, I understand that you do not wish to make peace with me, but please; Do not rely on the Dark Energon! It is a twisted and vile substance that will corrupt and mutate you and your friends!" Optimus pleaded.

"Oooh, shut up, you uncouth fibber!" Rarity yelled, really not wanting any old man ranting from the fire-truck red titan.

"Fibber?" Bulkhead questioned. "You calling Optimus a liar?"

"Yes!"

"Hey, you can fight us, hate on us, tell us we need to lose weight..." Bulkhead said, converting his left hand into a studded spherical mace.

"BUT YOU DO NOT CALL OPTIMUS A LIAR!"

"RARITY DON'T!" Twilight shrieked at Rarity when the white unicorn began charging straight at the green Autobot.

"BULKHEAD NO!" Optimus did the same when Bulkhead raised his mace and barreled towards Rarity.

Whoooo-ttoooom. Shockwave 'air rings' emitted from the epicenter of the impact.

The Autobots stared with wide optics.

The Ponies stared with wide eyes, bar Rainbow Dash, who was smirking at Rarity's success.

Bulkhead's arm strained from the grip Rarity's hoof had on his hand-mace. "How...are you...doing that?"

"Simply, dear Bulkhead. With the Dark Energon enhancing my figure and prowess, no amount of weight is too much-"

"No, no, I know the Dark Energon is letting you block my arm. I want to know how you're grabbing it with a hoof! You don't have any fingers!"

Raity shrugged her shoulders. "I've never questioned it before..." discarding Bulkhead's questions, Rarity grabbed Bulkhead's mace with both hooves, lifted up into the air and began spinning him around in a top-like pattern before tossing him over the Autobot's feet, his head craned backwards towards them.

Bulkhead stared at the upside-down vision of the other Autobots before him.

"Tell me that did not just happen. Tell me I did not just get flung 20 feet by a...by a...by a white horse that prances around all sparkly!"

"What's wrong with being sparkly?" Rarity questioned. "Also, if it makes you feel better, I did 'cheat': I used my unicorn magic for that throw!"

"But not for the lifting...?" Bulkhead muttered.

Beep beep bleep. Bumblebee beeped.

"Authorized!" Optimus responded. Optimus drew up his faceplate and converted his arms into two, shotgun-like blasters with aiming sights that looked like mini-versions of the barrel. Two dual-barreled laser pods emerged from behind Bumblebee's wrists, and Arcee's arms were replaced below the elbow by rectangular blasters with curved slits at the end of the barrel. Arcee and Bumblebee began running away from Optimus as they opened fire, so as to cover more ground.

The Ponies followed suit, galloping away from each in a semi-circle to take on their respective opponents. Rainbow Dash took the sky to survey the area, planning to react rather then act. (An unusual tactic for a brash pony like Rainbow Dash.)

Twilight charged at Optimus, the Prime's powerful shots thankfully missing. Looking around, Twilight saw a cactus and yanked it out of the ground with her magic, which the Dark Energon had turned from a purplish-red to a starry purple, and started smacking Optimus with the cactus.

Bulkhead groaned, rolled over on to his stomach, then took aim with a hand blaster shaped like a factory plunger. Rarity cartwheeled to avoid the pellet shaped blasts.

Fluttershy flew up and around Arcee's head in circles, the Autobot's shot missing. "Okay. First, fly, then..." Fluttershy muttered to herself, unable to think of a way to overcome the blue bike-bot.

Applejack and Pinkie Pie charged straight at Bumblebee, who had oddly stopped firing.

"Ah'mma gonna make you pay for that oil bath back there, pardner!" Applejack yelled.

Bleep Bleep beep beep beep Bleep. The yellow Autobot replied in response.

"Heeey..." Pinkie said as the two Earth Ponies got closer. "He's not firing. Why isn't he firing?" A good question, since a few more steps and they would be in bucking range.

Just as Pinkie and Applejack were to buck the Autobot's ankle servos out, Bumblebee fired his blasters the ground, the impact of the lasers kicking a huge dust cloud.

"Hey!" Applejack protested. "What's going on? Why can't Ah- AAAAGGGH!"

Rarity looked at Bulkhead with half-lidded eyes. "Bulkhead, I grow quite tired of our little game."

"I'm getting a little tired of you not getting blasted." Bulkhead snarled in response.

Rarity pouted. Horn alight, she used her magic to lift one of the deep-set rocks and bludgeon Bulkhead with it until the Autobot was out.

Fluttershy hadn't noticed that Arcee had stopped firing. Seeing that just firing wasn't working, the bike-bot had decided to use her personal approach: Sniping. Fluttershy, taking note of her surrounds, began gathering clouds up into one.

"What?" Arcee snapped in alarm, missing her perfect opportunity to snipe the Pegasus. "She can...grab clouds? How does that even work?" in the moment of distraction, Fluttershy brought her cloud mass down Arcee and batted her aside, placing her alongside Bulkhead.

"Twilight Sparkle!" Optimus snapped, dodging and ducking laser pellets of unicorn energy from Twilight's horn. "Please do not let yourself and your friends possess the Dark Energon for long! It will trigger horrid alterations in both their bodies and psyche!"

"You're really latched onto that, aren't you?" Twilight noticed, for a moment, she had some concern that there might be truth in Optimus' words, but shook her head. "I'm gonna right everypony you did wrong!" saying more to convince herself then anything.

"I-" Optimus began.

They were Decepticons! By choice!

Optimus' gaze hardened. "I am the Last of the Primes. My lineage has led the masses and defended the weak since just a few short minutes after the dawn of time." Optimus fired a shot straight at Twilight, blasting her some distance and knocking her to her stomach. She groaned and tried to get up, but couldn't. Optimus' factory black 'shoe' came into her peripheral vision. She looked up to see the blue end of Optimus' Ion Blaster aimed straight at her, whirring to charge.

"I am Optimus Prime, and I do not have to tolerate your slander." Blue spheres began appearing around the Blaster's tip: Charges of energy that were too much for the Blaster to generate into its barrel, but not enough that it couldn't generate them outside then suck it like a vacuum cleaner, forming a much larger blue sphere mounted to the tip. A blast.

Twilight glared wide-eyed, before nodding her head for the end.

Rainbow Dash swooped down and tackled Optimus in the face, causing his Blaster to be displaced and the shot to go off into the distance, where it landed into the ground and made a crater big enough to give Arcee an up-to-the-neck sand bath in.

That...that could have been me! Twilight thought to herself. Honestly, she couldn't thank of a time where she ever been more grateful to Rainbow Dash. Maybe there was one, but she couldn't think of it.

Whipping her head back, and at Rarity's urging, Twilight levitated the rock bludgeon Rarity had used to knock out Bulkhead and smacked Optimus Prime with it. It took a few hits before the Prime finally fell backwards, joining his comrades on the ground and forming an inverted triangle.

"Autobots! On your...heel...struts..." Optimus ordered, his voice losing volume as he gave the order. Using his elbows to try to get up, they gave out under him and his optics blinked out into black as he faded into unconsciousness.

Rainbow Dash, Rarity, Pinkie Pie and Fluttershy all regrouped over at Twilight's side.

Twilight levitated the rock bludgeon just over Optimus Prime's head.

"Let's end this."

To Be Continued In:

Friendship: Prime : Act III Chapter IV: Enemy Mine