Friendship Is Magic: Prime

by Darkryt Orbinautz


Tinker, Tailor, Gamer, Spy Part 2

Darkryt Orbinautz presents...


Previously on Friendship Is Magic: Prime...

"One more won't be enough."

the human shouted in third-person. The other crates followed his lead, their sides being blasted by the Walkers in them.

Twilight's tail hairs split apart and began brutally tearing through the Walker's driver seat. Dark Energon seemed to have made Twilight's dermatological tissue and keratin harder then rock.

Arcee landed gracefully for someone who had just been smacked in the heel by a huge hammer, but Breakdown sandwiched her torso area between the heads of his hammers, giving a nice good crack running her down her side.

"Just...threw my shoulder out punching a 'Con." Wheeljack assured them, in spite of what they witnessed.

"A-a-a-a-AIRACHNID!" Fluttershy pointed over at Airachnid's lumbering corpse. "Oh!" Fluttershy jumped out the door with her tears in her eyes before Pinkie Pie could grab her again.

"Do what?" Twilight questioned.

"Decode the Database of Iacon." Optimus answered.

"I...want...those...RELICS!"


Jack loitered against the edge of an Autobot table, his partner Arcee rested on her back on it.

"Jack, I'm wounded, not immature. You don't need to babysit me." Arcee quipped from her resting place.

Bumblebee was helping Wheeljack stand. The Wrecker's pride was preventing him from sitting down while they waited for Ratchet.

Miko crossed her arms against the railing, starting to get concerned for Bulkhead.

Optimus, Ratchet, Bulkhead and the Ponies, minus Fluttershy, stepped though the GroundBridge. (Raf resetted the Bridge for the latter group.) Ratchet's movements were a little sluggish.

"Ratchet? You all right?" Arcee asked.

"I'm...fine." Ratchet assured, clambering over to the main computer. "Just...downloaded as much of the Iacon Database as I could. I..." Ratchet yawned. "think the data in my systems is causing a lag. I'll just...download what I have into our computer and...I should be fine." Ratchet picked a tube and plugged it into his arm. The coordinates started appearing on the screen. The decrypted ones were quick to leave Ratchet's arm, but the still-coded ones were evidently taking their sweet time.

"Optimus..." Ratchet said slowly, still lagging. "Soundwave was..."

"Able to recover these six coordinates before Twilight Sparkle unleashed her encryption bomb." Optimus finished for him.

"Wait, encryption bomb?" Arcee questioned. "What does that mean?"

"Twilight Sparkle decrypted the Iacon Database." Optimus answered. "We were able to convince her to restore the coding, but not before Soundwave saved these six. As such, we must make haste to recover the potential doomsday weapons, for Megatron will not hesitate to destroy whatever stands in his way to the site of each."

"Hang on..." Miko interrupted. "Are you saying...a sparkly white horse with a horn on it's head unlocked a whole bunch of super-old Autobot files?"

"Does Twilight even understand Cybertronian script?" Raf questioned. A good question, at that.

"Twilight is lavender, not white!" Rarity protested. "And what is wrong with being sparkly?"

Optimus approached the computer, ignoring Rarity's and Miko's inevitable squabbling , and swept over the coordinates. "Hmm."

"Something...wrong, Optimus?" Ratchet inquired, still weighed down by his scans.

"Some of these coordinates are in heavily populated areas." Optimus answered. "We must take extra precautions to make sure we are not discovered."

Arcee worked herself to sit upright. "Well, are we waiting for the 'Cons to show up on our door with the Artifacts? Let's go!"

Optimus vetoed her wishes. "Arcee, you and Wheeljack must remain here so that Ratchet can repair your injuries."

Wheeljack and Arcee both made impatient noises.

"And while the ponies have proven themselves able to defeat the Decepticons on their own, I am unable to shake the feeling we should dispatch them to their areas with backup." Optimus added.

"There are six coordinates, three Autobots and humans, and four ponies, Optimus." Ratchet pointed out. "Exactly what are you going to do, exactly?"

Beep beep beep eeep.

"Bumblebee's right!" Pinkie exclaimed, having understood whatever he said. "What about Fluttershy? Somepony should go out and look for her!"

Optimus nodded. "Agreed, Bumblebee, Pinkie Pie." Optimus looked at the screen again. "Someone must be sent to locate Fluttershy and make sure she and her Insecticons are unharmed."

"But, Optimus, our numbers are short as it is..." Ratchet protested. "How are we...to send someone to run interference for us while we search for the relics and for Fluttershy?"

"Hey, Prime? Are you sure you don't have annny one you can call to help back Pinkie and Applejack up? Someone, you know...who isn't around all the time?" Miko needled him.

"Miko!" Ratchet snapped, apparently knowing what he was implying. "They can't! They're too inexperienced!"

Beep beep doo-doo doooeeet.

Optimus stopped for a moment, deliberating with himself.

"...Very well." He said after some time. "Albeit on one some very specific conditions.."

"What!?" Heatwave exclaimed through his and Optimus' computer exchange. "All due respect, Optimus...just what is it that you need two of my team, but not all of it?"


Friendship Is Magic: Prime: Act III

Chapter XI: Tinker, Tailor, Gamer, Spy! Part 2

Episode Synopsis: The Hunt for the Iacon Artifacts is on!


"Extreme circumstances." Optimus answered. "While your mission on Griffin Rock is important if Earth is to remain our home, my team has become shorthanded, and your prior experience with battling Morbots shall be greatly appreciated. I request you send Chase and Boulder."

"Why Chase and Boulder? Why not me and Blades?"

Optimus said nothing, but he got a look on his face that clearly told Heatwave "You know why." The anger issues, and the touchy subject of Twilight Sparkle.

"Excuse me..."

Heatwave looked to see Doc Greene standing in the doorway. "What are you doing here, Doc? Me and Optimus were in the middle of something."

"Well, I thought about you and the other Rescue Bots were alive, and I thought I might make you feel more welcome by getting you a pet." The fritzy-haired scientist answered sheepishly.

Heatwave 'Hrrn'ed and frowned, recalling an incident where Boulder wanted a pet that ended in a lion being chased around town.

Doc Greene raised his arm, revealing a bracelet on it with a pair of buttons, one of which he pushed. At the bracelet's call, an animatronic Tyrannosaurus Rex marched into the room, holes in it revealing robotics beneath otherwise smooth skin.

"Trex is good boy!" The dinosaur robot said.

Heatwave merely looked aghast. "Are you kidding? After the two times me and the team had to contain that thing, you expect me to take it as a pet-!?"

"Heatwave, wait." Optimus spoke over the computer. "It has been in my experience that a Tyrannosaurus Rex can be a powerful ally. If Doc Greene would be willing, I would appreciate the assistance of him and his...'dino-bot.'"

Doc Greene bowed. "I'd be honored...Optimus, was it? But, uh...what would you have me do exactly?"


"So..." Frankie concluded with a hint of envy. "My daddy gets to go out and help a bunch of aliens find their artifacts."

"I'll be right back, my little Meitner." Doc Greene assured her daughter.

"Dad, are you sure you're okay with this?" Kade questioned. "I mean, traveling around the world? Leaving Griffin Rock to me and Dani by ourselves?"

Cody made a noise of protest.

"Yes, son. I am." Cheif Burns answered. "Optimus' GroundBridge system allows for near-instant transportation anywhere across the globe. Me, the Doc, and Graham will take our partners, find these 'Iacon Relics', then pop right back home. I promise. You and Dani can take of Griffin Rock while we're gone, right?"

Kade smirked. "Of course I can! It's Heatwave you should be worried about."

Heatwave sulked with his arms crossed. "Everyone's gotten to go to Optimus' base but me..."

"If you'd like, Heatwave, I can request Optimus schedule you a visitation." Chase offered.

"...Sure." Heatwave reluctantly accepted. Reluctant because he didn't want to. He did. He just didn't want to admit he was enough of a fanboy (fanmech?) to want that.

The GroundBridge opened.

"Well..." Graham waved goodbye. "See you guys soon...I hope."

He, Chief Burns, Doc Green, Chase, Boulder and Trex all entered the Bridge, ending up in the Autobot base on the other side.


"So this is Team Prime's base..." Boulder said with awe as he and Chase stepped through.

"It's not as...glamorous as I was expecting." Chase admitted. "Er, no offense, Optimus."

"None taken."

"Don't get used to it." Ratchet warned. "These are special circumstances."

Doc Greene, Graham, and Chief Burns all came wobbly through the GroundBridge, this having been their first time through it. "Oh...I hope that doesn't happen every time."

"Ya get used to after a time or two...or a dozen." Applejack assured them. "So, who's on who on what?"

Miko and Bulkhead giggled.

Applejack shot glances at them both. "Wut'd ah say?"

Jack put his hand on her shoulder. "Trust me. You don't want to know."

The elevator in the side of the room opened, revealing Agent Fowler.

Chief Burns waved at him. "Hey, Will."

"Hey, Charles." Fowler waved back.

Miko put her hand out. "Wait, you two know each other?"

"'Know' is..." Chief Burns started.

"Stretching it a bit." Fowler finished.

"As Agent Fowler cannot be in multiple places at once, I felt it prudent to request he come over to the base and serve as a sort of instructor for our human partners should react in the event they are discovered." Optimus explained. "Ratchet, send Bumblee, Jack, and Raf to the estimated coordinates of where Fluttershy would land."

Bumblebee transformed. Jack and Raf climbed into him and he was speeding out the GroundBridge..."

"You know, Prime, I was in the middle of investigating how Madison got permission for those Walkers when I got your call."

"After double and triple-checking my findings...I am of the opinion the first of these relics lies in New York City's underground." Ratchet said with an open-in-the-airness.

Optimus lowered his head. "Under normal circumstances, Bumblebee and Arcee would be our best candidates, but Arcee is wounded, and as our Scout has been sent to locate Fluttershy..." Optimus looked around the room, trying to decide who he should send.

"Applejack, Doc Greene and his machine will accompany you to the human city's subterranean tunnels. The good doctor will run interference in the event you are discovered."

Applejack saluted. "Ah'll do mah best, Optimus."

"And I will be as of much assistance as I can." Doc Green promised.


"The first set of coordinates suggests the relic lies underground, in the tunnels of the City That Never Sleeps." Megatron concluded.

"Ah!" Knock Out exclaimed, a squad of Miner-type Vehicons behind him and Breakdown. "So that's why you requested the mining contingent."

Breakdown shook his shoulders in some display of preparedness. Dreadwing raised his browplate at it. "We won't let you down, Lord Megatron."

Megatron affixed the both of them with a Spark-squeezing demonic glare. "See to it you don't."

"W-we won't!" Knock Out stuttered out, trying to hide his nervousness of Megatron's glare by putting on a cat smile. "Rest assured, my liege, the ever graceful Knock Out will see to success!"

"Graceful?" Megatron questioned. "Graceful? I have no use of your grace, Knock Out! This is a mission, not one of your racing excursions! Move quickly and operate with a SURGEON'S skill, do I make myself clear?"

"Eh...as crystal, Lord Megatron." Knock Out answered, stepping backwards.

Megatron narrowed his eyes at them.

"WHY ARE YOU STILL HERE!?"

Knock Out, Breakdown and the miners all scrambled out of the room.


Twilight Sparkle trotted through the Harbinger, her parchment transcript of the Iacon Database held aloft in her magic. She had the slight advantage in that the coordinates she added past the initial six were un-encrypted when she copied them, unlike Ratchet's extra scans. A tablet that Starscream had been willing to give her for reference was also floating next the scroll, allowing Twilight to translate the coordinates for herself.

Twilight's head swiveled back and forth and around, apparently bewildered at something she saw in either one document or another.

"That...that can't be right! Oof!"

Morocco removed himself from Twilight's chest.

"Oh, I'm sorry, Morocco, I didn't see you there." Twilight apologized.

"It's quite all right, Twilight Sparkle." Morocco said with a tiniest hint of contempt showing through. "I myself know what's like to get lost in a good book, though I've yet to read a Cybertronian one..."

"Hmmh. If you don't mind me asking, what exactly is it that can't be right?" Morocco questioned, but Twilight had already continued down the hallway, leaving Morocco to grunt in frustration.

Twilight was still burrowing through the Iacon Database fragments she recovered when she bumped into another human. It was Silas. Starscream was standing besides him against the wall, keeping his mouth shut. After all, the last time Starscream spent too much time talking to Silas ended so well.

"Oh, sorry, Silas. I keep getting lost in this Iacon information." Twilight apologized again. She was starting to think that maybe she should consider not reading and walking at the same time...

"I understand, Twilight Sparkle." Silas, stony-faced as ever, assured her. "...Exactly what does this Iacon Database contain?"

"Mostly the locations of some old weapons and stuff. According to the Autobots, they jettisoned into space to keep them from the Decepticons. Optimus Prime Pinkie Promised-..." Twilight paused mid-sentence. "Wait, no he didn't! Optimus said he Pinkie Promise after he distracted Megatron, and he distracted Megatron, but we had to retreat before he Pinkie Promised! So any weapon he finds, he can easily allow himself to use the weapons on the humans! On the Decepticons! On US!"

"Twilight, I don't Optimus is the type to-" Starscream was interrupted be Silas elbowing him in the ankle. "I mean, yes. Yes, Optimus' exact words were a Pinkie Promise. Which he did not make. So now he can use the weapons for his own nefarious uses. Yes."

"COMMANDBOTS!" Twilight shrieked, her horn letting off rings of violet magic. "TO ME!"

Three of the Dark Energon infused Commandbots arrived near instantly at the command of their mistress, bound to her by symbiosis.

"Starscream! I want you yourself to go to these coordinates." Twilight pointed to the coordinates at the top of the list, which was one of the ones she knew Soundwave recovered.

"Wha-me!?"

Twilight's demeanor changed, sudden offense replacing easygoing understanding.

"Starscream...are you doubting me?"

Starscream put his arm defensively, taken aback, and quite frankly, scared by Twilight's shift in attitude. "Ehhrnn...no ma'am."

"Good!" Twilight concluded, changing back to her regular self as instantaneously as she ceased being such. She left the hallway. Possibly to find a place to sit down and read the Database.

"D-did you see that!?" Starscream questioned to Silas after she left, pointing at the direction she left.

"Starscream, are you doubting her?" Silas echoed.

Starscream shook his head in frustration, seeing what Silas had done there, then transformed and flew out of the hallway without further complaint.

Novo walked up to Silas from the other side of the hallway.

"Keep an eye on our little pony." Silas instructed Novo. "I may fear that Starscream's words will come to pass...and we will have to put our dear Twilight Sparkle...out...of her misery."

Novo saluted and nodded solemnly. "Yes sir. Noted."


New York City! The capital of the United States! The shining silver bee-a-con of industrial progress to thousands of Americans! Homes to millions of people! The laws of numbers would have people believe that they can only get so many 'X' before a 'Y' in there. In this case, 'X' was 'New York residents' while 'Y' was "Crazy New York residents.' The latter of which had a tendency to report UFO sightings and allegations of mutant alligators beneath the sewers to the press. A understandable question was whether or not those types were going to make Applejack's and Greene's job easier...or harder.

In a secluded alleyway, the GroundBridge portal opened, allowing Applejack, Doc Greene and Greene's machine through. The flashing lights and beeping horns, not to mention the giant green statue in the distance, all made Applejack think of a city she'd been to in her youth.

"Huh. Looks like Manehatten back home." Applejack remarked.

"Funny you say that, Abigail." Doc Greene responded. "New York's capital city is named Manhatten."

What were the odds? Applejack might have wondered such if she hadn't been more bothered by Greene's incorrect way of referring to her.

"Listen here, Doc, my name's not Abigail. It's Applejack, all right?"

"All right. My apologies."

"Say it with me."

"I said all right. There's no need for me-"

"Doc!"

"Ah, pardon...Ap-"

"Le-"

"Jack."

"Good. Glad we have that settled." Applejack trotted up the edge of the alley and started scouting out the streets. "...Optimus, why couldn't ya bridged closer to the relic?"

Doc Greene looked behind them back at the alley. "Amazing...a system that opens a portal that allows for near-instantaneous travel between any two areas..."

"Doc, we're here on a mission, remember?"

"Oh, yes yes! Try not be seen, Applejack."

Applejack huffed. She had to try not be seen? What about Doc Greene's huge...what they'd call it again? A Trex? Yup, that was it.

Applejack kept looking at the streets for an entrance into the underground. "Found it! Now how do we get in there without bein' seen?"

"We don't have to not be seen, Applejack..." Doc Greene said mysteriously. "We just have to not be seen for too long."

Applejack turned around to look at Doc confusedly. What did he mean?

Seconds later, all the drivers in traffic were either too uncaring or too preoccupied...or too causal to notice, or if they did notice, to care that was a scientist on the back of a orange horse wearing a hat on the back of a mechanical dinosaur 20 feet in the air as Trex jumped from the alley straight into the underground entrance.

Now in the dimness that was the undertunnels, Applejack couldn't believe she wasn't hearing the sounds of panic from above.

"Huh. Ya humans sure are strange."

"Trust me, Applejack..." Doc Greene told her as he got off her back. "You haven't seen anything yet."

Doc, Applejack and Trex all started on their way through the tunnel. A large cavern of copper-chromed walls, smoothly cut due to being manmade in nature, and little bulbs in the ceilings giving some sense of light.

"Uhf...Doc, Ah can barely see a durned thang in 'ere! Doesn't yer Trex thing have some kind...Ah dunno, tunnel vision or somethun?"

"Tunnel vision, my dear Applejack, is having vision impaired in such a way that it resembles a tunnel. It doesn't refer to being able to see in tunnels."

Outside, all the traffic came to halt when smoke bombs suddenly started going off in the street, allowing Starscream and his Morbot (regular ones) backup to land and proceed into the passageway unseen and undisturbed.


The sound of a drill whirring permeated the air around the Decepticons.

"Can't you go any faster?" Knock Out grilled the Miner operating the drill. "This humidity is threatening to ruin my finish!"

The miner put his claw to his head in exasperation.

Breakdown puckered his lips slightly at the poor worker-bot. "Here." Breakdown put his hand on the miner's shoulder. "Why don't you take a break? I'll take things over from here."

The miner looked at Breakdown uncertainly, not sure whether or not he was joking. Breakdown absolved his doubt by picking him by his cowlings and dropping him a safe distance from the drill tank.

Knock Out tilted his head, trying to motion Breakdown to hurry up onto the drill.

Breakdown looked at the drill tank, seemingly unwilling to take it as he said he would. Instead, he kicked aside with his brutish foot and started slamming his arm-hammers into the wall.

Knock Out rolled his optics.

Applejack was made uncomfortable of the noise in the tunnels as she and her company walked, unaware that was merely the echo of of her own hoofsteps. Manehatten didn't have these creepy tunnel, did it? If it did, she had certainly never been in them.

"APPLEJACK DON"T MOVE!" Doc Greene shouted suddenly.

Applejack froze herself mid-step, not so distrustful of the doctor she'd ignore a warning from him. "Wut's wrong, Doc?"

"I'll explain momentarily. Right now, you need to carefully walk backwards, and then to the side. Do not lower your front hoof for any reason."

Applejack carefully Greene's instructions, altering her hind hooves while keeping her lifted front one in the air.

"Okay...now wut was that all about?"

Doc Greene pointed at one of the cords running along the floor by the railway tracks. "You almost stepped on the third rail. It carries electricity through the city...enough to fry you alive."

Almost like it was demonstrating for the Doc, the third rail sparked blue electricity.

"Eeeeee." Applejack shuddered. "Glad ya pointed that out, Doc. Ah don't know if Manehatten had anything like this..."

"Rest assured, Doctor Greene, we also appreciate your pointing this out." A low-pitched voice informed them smugly.

Applejack whipped around. "Starscream!"

"In the mesh!" the treacherous Seeker exclaimed, backed-up by two Morbots on either side.

"Uh, excuse me, Applejack." Doc Greene interrupted. "Starscream here is...?

"Not a nice pony." Applejack answered quickly. "Wut are y'all doin' here?"

"We have come to reclaim what is rightfully ours: The Iacon Artifact." Starscream rasped in that low tone of his.

"It ain't yours!" Applejack corrected. "If it's an Decepticon weapon, yer no longer with 'em! If it's an Autobot doohickey, yer not with 'em either!"

Starscream gritted his teeth. "Be that as it may, I am certain MECH would appreciate having whatever the artifact is for study...or perhaps Twilight Sparkle can infuse it with Dark Energon and see what happens!"

Applejack scraped her hoof, reminded of Fluttershy's predicament...and the Dark Energon that helped caused it. "Y'all watch yer mouth, 'Scream. Ah mite not like what comes out of it..."

"Oh really?" Starscream laughed derisively."Hahahaha...What are you going to do about it?"

"Trex is good boy!" Trex bleeped, Doc Greene having activated the bracelet while Starscream and Applejack were chatting. Trex quickly showed that he was a good boy by headbutting Starscream, who panicked when he saw the T. Rex robo lunging at him.

"What is this thing?" He managed to scream before being knocked backwards. "OOF!"

The Morbots aimed their cannons at Trex, but Trex moved backwards, causing the beams from the two sets of Morbots to hit the others with their repulsion beams, banging them against the walls.

"Let's get outta here!" Applejack 'suggested' to Greene. Greene pushed a button on his bracelet, and Trex came bounding over, picking Greene up in his mouth while Applejack galloped forward.

Starscream rolled over from his back to his knees and looked at Trex in frustration. Was that a Dinobot? It was certainly a dinosaur, and certainly a robot, but did that make it a Dinobot, capitalized? Exclaiming in frustration, Starscream cocked his arm and fired the rocket on it, which hit the archway of the next tunnel over just as Applejack and Trex were about to escape through it. The explosion brought the archway crumbling down on them.

"LOOK OUT DOC!" Applejack shouted.

Doc Greene reacted quickly, commanding Trex to, in a phrase, get the scrap away from the falling debris. After all the rocks quit falling and the dust cleared, Trex threw Greene into the air onto his back.

Greene wiped some sweat from his forehead. "By Meitners' beard!" which was an impressive thing to exclaim, as known scientist Lisa Meitner had been a woman.

"That was...quite the close call, wouldn't you say Applejack?...Applejack?"

Trex stepped around to see Applejack was nowhere to be seen.

"Ah...she must have ended up on the other side of the cave-in." Doc Greene concluded. He tapped Trex's cheek, (though this didn't actually do anything) to start marching to find the relic.

"We'll come back for you, Applejack!" Doc Greene shouted, unaware that Applejack was shouting the same thing through the wall at him.

Over at the first tunnel, Starscream was grinding his teeth in frustration at his oversight, having blocked off his and the Morbots access.

"We certainly can't go back the way we came..." Starscream sagged his shoulders and rolled his head at the Morbots. "Unless of course, someone brought more smoke bombs."

"No." a MECH agent answered. "Perhaps we should contact Twilight for a GroundBridge?"

"Ah, yes! Of course!" Starscream put his claw to his cheek. "Twilight Sparkle, I must request a GroundBridge closer to the relic's location."

"Twilight's not here right now." Novo answered. "But I'll fix you up."


"Hang in there, Doc!" Applejack shouted, unaware Doc Greene was shouting the same thing through the wall at her. "Ah'll get that relic, then Ah'll come back for ya'll!"

Applejack removed her hooves from the cave-in and very cautiously lowered them onto the ground, weary of putting her hoof on a continuation of the third rail running along the ground. Not seeing any electric sparks bite near her hoof, she felt confident in setting them down and galloping down the tunnel. Now, she had realized the disturbing sounds she had been hearing was simply her hoofsteps echoing...just in time for a new sound to appear that she knew wasn't echos. Thunderous metal grinding across a smooth surface.

She slowed herself to a cautious walk.

Applejack fell from a ledge, not expecting the shift in ground, falling sprawled onto what seemed like a train track.

A dim, but huge circular light fell on her.

"Oh, scrappin' hay! Wut now?"

"Who's there?" A deep voice like a talking toad asked.

"Uh...Applejack?" Applejack answered, getting up. She saw a huge vehicle a few feet away from her nestled on the tracks that was casting the light- It was boxy, yellow car bigger then a bus, but still fit perfectly in the tunnels. If this thing was a Decepticon, Applejack really didn't want to see it's robot mode.

Presumably it wasn't, as a human stepped out of the door. Applejack had familiarized with the 'Cons enough to know they'd never let a human ride them. The human himself was kind of like an inversion of Agent Fowler- muscular, round chin, and most of his body mass in chest, rather then his stomach. He was dressed in a construction worker's clothes. And Doc Greene wasn't her to run interference...what could she do? She

"All right, Ah told y'all who Ah am...ya'll are?"

"Vogel." The human replied curtly, giving her an...eccentric leer."You...you're a Flutter Pony, aren't you?"

"A wut?" Applejack questioned. "No, no! Ah'm not a Flutter Pony, ah'm an Earth Pony!"

Vogel scratched his chin, considering this. "You know what? You're abso-freakin'-lutely right. You can't be an Flutter Pony-they have wings!"

Applejack smiled kindly, but nervously. "Glad we cleared that up."

"So, clearly you're a worker drone!"

"A wut?"

"One of the lower castes who work for the Flutter Pony Queen! Scouting out potential humans to use your mind-altering Flutter Dust on! Well, you can march right back to your queen, cause Vogel just won't have that!" Vogel climbed back into the sweeper train and Applejack could hear him jerk the levers within.

"WELCOME TO EARTH!"

"Oh...Ah said before, ah'll say it again."

Applejack started galloping for dear life on the train tracks, Vogel's cab following behind her.

"SCRAPPIN' HAAAAAAAAAAAAY!"


Breakdown stopped his hammering for a brief moment. "You hear that, Knock Out?"

Knock Out waved his claw. "I'm sure it's nothing, Breakdown. Just keep hammering."

Breakdown 'hmm'ed, but obliged, giving the wall one last good thwack before it crumbled completely away, revealing a Cybertronian jar. It had some resembled to the Spark Extractor in appearance, but was more an urn shape.

Breakdown converted his hammer back into a hand and reached for it, but was stopped by Knock Out.

"Ahh ahh! Careful, Breakdown. It could be dangerous..."

"Like what?" Breakdown inquired, throwing his hands in the air. "An explosive?"

"Yes!"

"Oh."

Knock Out pointed to a stray miner. "You there! Come over here and pick up this container..."

Breakdown narrowed his still-good optic. With little regard for Knock Out's concerns, he plunged his hand into the wall and tore the jar out.

"There, see?" Breakdown rhetorically asked. "No explosion."

"Mmmmh...but what is it then?" Knock Out moved his hand to take the lid off, but found himself unable to. "Uh...uhh...Breakdown, help me get this open."

Breakdown attempted to get the lid off, but his strength offered him no progress then Knock Out.

"Hmm."

The two attempted a new strategy: using the drill to bust a hole in the jar.

The drill didn't even scratch its side.


Trex continued tromping through the tunnels, not at all upset by the loss Applejack from the group. He wasn't advanced enough to feel that kind of thing. Greene on the other hand, was starting to feel a little somber. He said he'd come back for Applejack after they had found the relic, but would he be able to get back to her? He would be able to even find the relic?

He came across a fork in the tunnels. Something weird and high-pitched might've persuaded him to go right, were it not for a GroundBridge opening between him and the entrance.

"Reinforcements?" Greene questioned.

No, sadly, for Starscream and the Morbots walked out tensely.

"Now, which way is the relic?" Starscream questioned no one in particular before noticing Trex, "You!"

Doc Greene quickly saw he wasn't in a good situation. He started banging on his arm gauntlet to make Trex do something. The resulting button combination resulting in Trex charging at the group and batting them all aside with his tail.

"Run for it, Trex!" Doc shouted. Trex obeyed.

"Rrrrrraaagh! AFTER THEM!" Starscream shouted, transforming. The Morbots followed suit, the assault vehicles running through the tracks.

"What's that noise?" A miner questioned.

"Is it the same one from earlier?" Knock Out responded while Breakdown kept banging on the urn with his hammers.

The miner shook his head. "No, I don't think- HOLY SCRAP IT"S GRIMLOCK!"

"WHAT!?"

"EVERYONE RUN FOR YOUR LIVES!"

"ALLSPARK HAVE MERCY!"

"CALM DOWN!" Breakdown shouted over them all, having caught sight of what set the miner off. "It's not Grimlock. It's just a robot T. Rex barreling at us with Starscream behind it. There's not enough red on it for it to be Grimlock."

Everyone paused to let that sink in, too relieved that it wasn't the Godless Ripping Incinerating Mauling Lacerating Optic-Crushing Killer to think about Starscream.

"Excuse me!" Doc Greene shouted as Trex shoved through the miners.

"Yeah, sure, no problem." Breakdown politely assured him . "...wait a second..."

Starscream's jet mode stopped at the sight of Knock Out, Breakdown and the other Decepticons. The Morbots followed his lead when he transformed. "Breakdown! I order you to surrender that urn to me!"

"You're not my commander anymore." Breakdown reminded him.

"Ah!" Starscream smirked. "But I did rescue you from MECH when Megatron would not, didn't I? I'd say you owe me a favor..."

Breakdown looked bothered by this, as Starscream had been the one to save him from MECH's clutches that one time...


Vogel's pursuit of Applejack had to come to a halt when a Trex suddenly appeared.

"Is that...a robot T-Rex?" Vogel asked in awe.

"Turn around, Doc!" Applejack shouted.

"No need to tell me more than once." Doc Greene said, making Trex turn around and run away. The legs of a T-Rex were fast enough for Trex to easily keep ahead of the sweeper train.


Knock Out leaned at Breakdown. "You told me Bulkhead rescued you!"

Breakdown's optic widened. "Yeah! Yeah he did!"

"Ehht..." Starscream raised his arm, seeing he lost his bargaining chip. "Eh-I also didn't tell Megatron you required assistance!"

"Ignore him." Knock Out ordered.

Breakdown resumed banging on the urn.

"What..." Starscream smile and laughed. "Seriously!? You can't get it open!?"

Breakdown grimaced. "I'd like to see you do better!"

"Fine." Starscream brazenly walked over and pushed Breakdown away from the urn before picking it up. Starscream raised his claw, brought it smashing down on the urn hard enough to produce sparks and...

twisted the lid.

Knock Out scoffed. "Oh, please! If it wasn't that simple, don't you think Breakdown or I would've-"

Starscream popped the lid off without any difficulty.

Knock Out and Breakdown would've been flabbergasted, had flabbergasted not been insufficient to describe their disbelief.

"Now, I'm sure Twilight and Silas will appreciate having-" Starscream reached into the urn and pulled out a black device with four prongs beneath a circular pod. It kinda looked like a Cybertronian wristwatch. "-this for study!"

The device levitated out of Starscream's claw and firmly gripped itself to Breakdown's chest.

Knock Out had the expected reaction. "Breakdown! Get that off yourself!"

"Right away." Breakdown curled his arm to yank it off, but it was distracted at the last minute by the sound of churning metal wheels.

"EVERYPONY GET OUTTA TA'H WAY!" Applejack' shouted.

The Decepticons and MECH-aligned robots all looked around to see Trex with Doc on his back, Applejack behind Trex, all being chased by Vogel's sweeper train.

Starscream, fleet as a fox as always, quickly jumped against the wall and clung to it.

Applejack noticed Starscream's reaction and immediately starting to feel a little embarrassed. "Doc, why didn't we think of that?"

"Proven study has shown panic can prevent human reasoning processes from working." Greene replied. "I don't know if that applies to ponies, but..."

Trex and Applejack followed Starscream's example leaping up and clinging to the walls, leaving nothing between the sweeper train's path and Knock Out and Breakdown.

Knock Out and Breakdown screamed comically ("AAAAAAAAAAH!") and threw their hands up. Breakdown started glowing light blue when the sweeper made contact, it phasing right through him like a ghost...leaving Knock Out to bear the brunt of the impact.

"AHH!" Knock Out screamed, knocked down to his side and being scraped and rolled across the train tracks by the train cart, hundreds of yellow sparks emitting from the force.

The Morbots all tensed up for action, although too late to do anything. Vogel's sweeper's makeshift plow of Knock Out hit them all into the a portion of the third rail, electrocuting and short-circuiting them.

That particular impact seemed enough to drag the sweeper to a halt.

Vogel swung the door open and stepped out to observe the results of his work. He whistled. "A moleman! A metal moleman!"

"Ooogh..." Knock Out grabbed the sides of the sweeper and used to prop himself up, allowing him to see his reflection in the sweeper's grill.

"No..." Knock Out gasped in denial. His face, his entire body, was now covered in scratches and scrapes from the experience. "NOOOOOOOOOOO!" He screamed so badly his breath (wait...breath?) turned to vapor which fogged up the sweeper's window. Growling, Knock Out worked himself to his feet and pointed at Vogel. "You scratch my paint, I scratch yours!" Knock Out whipped out his Energon prod and twirled before raising it up to strike at Vogel.

"Uh, Knock Out?" Breakdown pointed to his chest where the device lay. "Shouldn't we bring this to Megatron before someone gets a chance to swipe it?"

Knock Out got the most insane expression on his face, but conceded, jumping onto the sweeper train's back. He pointed his finger, which was shaking in rage, at Vogel. "I'll be back for you!" He jumped off the rear end of the train and took his normal postion with Breakdown. The smaller red Decepticon looked at his blue partner. "...Uragh! Give me that!" Knock Out swiped the device from Breakdown's chest and put it on his, bitter that Breakdown hadn't been subjected to the same punishment he had. Breakdown didn't seemed to mind, though. They transformed and started driving off, though Knock Out's left rear wheel came off. His rage fueled him enough that it didn't matter. The miners all manevered themselves around the train and ran after their commanders.

Starscream, seeing his Morbot backup lost, and his enemies getting away with the device, transformed and jetted off in the direction he had came.

Vogel simply stood there on the step of his sweeper, transfixed by the sight of the metal molemen- who turned into cars and jets and hummers!

"You!" Applejack shouted, catching Vogel's attention. Applejack ran up to him and started shaking him by the shoulders. "See what ya did? 'Cause of y'all, the 'Cons made off with tha' relic!"

"Get off me, worker drone!" Vogel protested, shoving Applejack off him by pushing her in the chest. Those muscles apparently weren't just for show.

"If ah knew whether or not there was any more rope in mah bag, ah'd hogtie ya!"

"Bring it!" Vogel got into a fighting stance and starting throwing punches in the air.

Doc Greene whipped out his cell phone and dialed a number. "Hello, Agent Fowler? I belive I am in need of your guidance."

"Greene!" Fowler scolded through the phone. "I'm in the middle of a crisis here and you want me to-"

"He and Applejack are about to engage in a boxing match." Doc Greene told him.

"Eh...put him on the line." Fowler said in defeat.

Applejack had her leg pulled back , seemingly preparing for a brutal head-on punch when Doc Greene stepped in between them.

"Exscue me, sir, but I belive you may wish to talk to my friend here..." Doc Greene offered Vogel his phone.

Vogel examined it cautiously before accepting it. "Hello?"

"Hi. What's your name?"

"Vogel."

"Vogel. Nice name. Listen here, son. This is Special Agent William Fowler of the United States Military. Intel tells me you have an issue with Applejack."

"She's a worker drone for the Flutter Ponies!...Sir!"

"What!?"

"You know, the Flutter Ponies! They hide in the caverns in New York's underground, lying in wait for the day they can rise up and take over!"

Agent Fowler facepalmed. It was quite clear Vogel was a conspiracy-believing nutjob. Then again, maybe that would make interference easier.

"Listen here, Vogel. Applejack's not a worker drone, she's, uh...a experimental biological weapon of the governments meant to help defend against an extraterrestrial threat."

Vogel gasped. "You mean the transforming metal molemen?"

"...Sure, let's go with that. Now that you've seen her and the molemen, you absolutely cannot tell anyone about them for any reason."

"But why? The people deserve to know the truth!"

"Why? Because surely a...er...potential...deputy of the Department of Interstellar Relations can understand why the government needs to keep their weapon a secret?" Fowler asked like he was suggesting something.

Vogel gasped for air and saluted. "Thank you, sir. It's an honor. I abso-freakin-lutely won't let you down."

Vogel handed the phone back to Greene. "So, you'll be in touch?"

Applejack looked away from him, not seeing so much that they prevented discovery by the populace so much as her not being allowed to beat Vogel until he lost his memories of them.

"Eh, yes!" Doc answered, then made a 'shush' hand motion. "But until then, we will need to maintain complete radio silence."

Vogel nodded in acceptance. "Okay! Oh, and...sorry for letting the molemen get away with that...what you call it, relic?"

Applejack grumbled...before a blue energy bolt knocked her out. Vogel and Greene twirled around to the MECH agents who had been piloting the Morbots out and about, one of them with a glowing rifle in his hands.

"We may not have acquired the relic..." The armed one said. "But I'm sure Commander Twilight will appreciate seeing her friend again."

Doc Greene moved to activate Trex, but a MECH agent got the drop on him and punched him aside before looking at Vogel.

Vogel was taken aback, got over it, grabbed the agent, and slammed his face into the dormant sweeper. Tossing him aside, Vogel made a run for the other three.

The armed one started preparing his rifle again, but Vogel jumped in the air and tackled him in the ribs, bringing him down. Vogel 'freed' the rifle from the agent and smacked the other in the head with it, before throwing it backward, jabbing the last of the four in the ribs with the rifles' butt.

"Urrgh..." Doc Greene groaned and pushed himself up. He looked over at Applejack solenmly and signed. "I hope the other are experiencing better results then we are..."


"I felt it prudent to request he come over to the base and serve as a sort of instructor for our human partners should react in the event they are discovered." Optimus explained. "Ratchet, send Bumblee, Jack, and Raf to the estimated coordinates of where Fluttershy would land."

Bumblebee transformed. Jack and Raf climbed into him and he was speeding out the GroundBridge.


It took them a rocky overhang something distance outside General Madison's base. Bumblebee backpedaled slightly, recognizing the base. Both the Nemesis and Harbinger had left the skies, allowing the sunlight to rain down on them.

"Bumblebee?" Jack asked in Bumblebee's driver seat. "What's wrong?"

Beep beep beep beep beep eep beep eeeeeep.

"He says he knows this base." Raf translated for him. "That a General named Madison owns it and has problems with the Autobots."

"Shouldn't Agent Fowler be able to deal with it?" Jack questioned.

Beeep beep eeeep.

"Bee' says he tried." Raf translated again.

Jack crossed his arms.

Bumblebee started backing away on the cliff before U-turning and driving straight down. Raf seemed depressed, but Bumblebee had to focus too much as safe cliff-driving procedure to say anything about it.

No one noticed one of Madison's soldier's spotting on them through binoculars.


"I DO NOT NEED A PSYCHOLOGICAL EVALUATION!"

Or so Madison calmly insisted to Bryce.

Bryce looked over to the railings of the platform they were on. Madison's Walker had it's canopy torn open. It probably would've still been operational and drivable, albeit with an unstable seat, but the others had holes blown through them like Swiss cheese.

"Rufus..." Bryce said slowly, raising his hand to gesture at the machines. "You're telling me a flying unicorn did this damage?"

"Yes! And MECH was there, too! They built the robot in the picture I showed you!"

Wait, MECH built that thing? Oh...That would mean Bryce gave Madison permission for nothing...more to the point, that he had given a loose cannon a cannon to match his looseness.

Bryce shirked uneasily.

"General Madison, sir!" Madison soldier came running up the platform. "We spotted one of the cars from atop of the ships outside!"

"What?" Madison snarled. "Get him! Bring him to me! I want to know everything about them!"

Bryce fiddled with his fingers. "Er, Madison, why don't you leave this to me?"

Madison turned around and gave Bryce the evil eye. "You are on my turf, Bryce, and while we have the same rank, these are my soldiers at my base! Understand?"

Bryce backed down. "Understood..."


Bumblebee weaved his way around rocks while Jack and Raf called Fluttershy's and Bob's names out 'Bee's windows.

"BBBBOB!"

"FLUTTTERSHYYY!"

"BBBBOB!"

"FLUTTERRRRSHY!"

Jack and Raf sat back against the back of the chairs.

"No answer..."

Beep beep eep eeeee?

"Yeah." Raf answered. "Let's try that."

Bumblebee braked, then turned around. There was a pair of jeeps manned by Madison's soldiers driving towards them.

"Let's not do that, let's not do that!" Jack repeated in panic.

"Hey!" A soldier shouted at them through a megaphone. "You're on private property! Whoever you are, stop your vehicle!"

Beeep bee beep eee?

"What he'd say?" Jack asked.

"He wants to know what we think we should do."

Jack started thinking visibly. "Probably best if we just do what they say for now."

The two jeeps pulled up on either side of Bumblebee and the drivers got down from each.

"Roll down your window." The soldier instructed.

Bumblebee did so, rolling down his windows so that Jack and Raf could see the soldiers. They both smiled forcefully and waved their fingers.

"Hello, officers..."

"Hello, sir. Can I see your license?"

Jack curled his fingers in. "...No. I-I didn't bring it with me."

The soldier raised his eyebrow. "You do know that driving without a license is illegal, don't you?"

"...Yes."

"And you did it anyway?"

Jack buried his face into his palm. "Yes..."

"Uh-huh." The soldier nodded disbelievingly. "Why don't you and your little accomplice come with us?"

"Er, of course, officers..." Jack and Raf climbed out of Bumblebee and cooperated with the soldiers' efforts to get them into their jeeps.

One eyed Bumblebee suspiciously, rubbing his chin. "I think we better take your car as well."

"What?" Raf exclaimed, leaping over the edge of the jeep. "You can't do that?"

The soldier looked at him. "Oh really? Why not?"

"Uh, because...because..." Raf stuttered. "...RUN FOR IT, 'BEE!"

Bumblebee backed away at furious speeds that made his wheels screech.

The soldiers stared in shock at what just happened.

"We should go after that thing!"

"Whoa, whoa, whoa! With these kids in the jeeps?"

The soldiers started sorting Jack and Raf out until they were both in one jeep, freeing the other to speed after Bumblebee.

Raf seemed uncomfortable against the jeep's rumble as it drove back into Madison's base.

Jack put a hand on his shoulder for comfort. "He'll be okay, Raf."

"I know..." Raf turned his head away. Jack frowned. Something was bothering him.

Bumblebee adjusted his rearview mirror to see the jeep chasing him. Bumblebee started bleeping out a preemptive apology.

Beep beep eeep eep eet!

In the jeep, the soldier could only wonder what that beeping noise was.

Oil came gushing out of Bumblebee's tailpipe and splashing about, sending the jeep skidding into a halt. The soldier hopped out of his jeep and watched him Bumblebee go. Realizing he couldn't possibly pursue the muscle car on foot, the solider turned around and started heading back to his base on foot.

Bumblebee continued speeding onwards.

"BBBBBBBOB!"

Bumblebee stopped. That sounded like Fluttershy. He adjusted his front wheels to search around the area. There was another cliff. Naturally, he drove up, finding Fluttershy perched on her clamps on the cliff's edge and shouting Bob's name.

Beep eep eep beep?

Fluttershy squeaked. (A Fluttershy squeak, not an Insecticon one) "Oh, hello Bumblebee! What are you doing here?"

Beep eep beep beep dede-doo-eeet.

"Oh...I'm sorry, Bumblebee, but I still can't understand you."

Bumblebee swore profusely at this until remembering that with Fluttershy not being able to understand him meant his swears fell on deaf ears.

BEEeep BEEEEEP! Beep dooo wheeeeeoo beep click clic whiiiirir cheeee!

He had a little reason to be upset. Fluttershy had gotten sensors, arm-cannons, an alt-mode, all the trademarks of a proud Cybertronian and still couldn't understand him?

Beep click wheeeo...

Bumblebee pulled up behind Fluttershy and opened his door for her.

"Oh, thank you, Bumblebee, but I can't leave yet. I have to find Bob!'

Bumblebee wanted to explain that he meant for Fluttershy to get in, then he could drive around until they found Bob, but as Fluttershy couldn't understand bleep...

"DAAH!" Fluttershy screamed when Bumblebee started pushing along the edge of the cliff. She hadn't been expecting Bumblebee to ram her!

Of course, things might not be as bad if Bumblebee had just rammed her, but the thing was...Bumblebee hadn't been expecting Bumblebee to ram her.

Frictions sparks ran off them both as they were sent hurtling off the cliff. Fluttershy yelped, not having the frame of mind to fly while Bumblebee, similarly suffering, vainly spun his wheels. They both landed on their respective backs at the cliff's bottom.

Their unknown assailant jumped down from the cliff's top and aimed a hook at them. A orange aura emanated off it which dragged Bumblebee and Fluttershy both to it- the hook was magnetized.

Being the larger of the two, Bumblebee was lifted off the ground first and attached to the hook by his car roof. The arm with the hook must've been incredibly strong, since having Bumblebee attached to it didn't seemed to weigh down at all. Fluttershy was caught in the aura as well, rather ridiculously getting attached to Bumblebee's undercarriage.


It had been some time since everyone else had left on their own missions, giving Ratchet plenty of time to upload more of the database while Fowler swept his eyes across a smaller computer in the corner of the room.

"Hang in there, Arcee..." Ratchet said. "Almost...got the last of it of the database fragments...out!" Ratchet gasped and exhaled as the last of the salvaged database left his systems. Ratchet unplugged his arm and walked over to the bed where Arcee was sitting.

"Lay down on your back."

Arcee adjusted herself accordingly. Ratchet examined her injuries, left, then came back with a something that seemed like a extra-large stylus, save for the hole at the bottom. Ratchet began tracing it over Arcee's cracks, a silver cream being produced from it- filling.

"Mmmm." Arcee protested. Not Ratchet's treatment. That wasn't she was protesting. She was protesting having to be repaired, lying on this stupid table while everyone else was out on their missions. Ratchet had just finished tracing all the cracks on her right side when an alarm came from the control panel.

"Ratchet," Optimus called over the comm, "I require my trailer."

"On it, Optimus!" Ratchet put the stylus away, pulled the GroundBridge lever and pushed a button. Optimus' trailer attachment drove into the room and exited the Bridge, guided by remote programming. No sooner did the GroundBridge close did a strange signal started showing on the screens.

"What in the AllSpark...?" Ratchet went over to the screen...and was instantly thunderstruck.

"No...No..." Ratchet's hands gripped the console for support. "No!"

Wheeljack saw he was upset. "Everything all right there, Doc?"

"NO! No, everything is NOT all right! Arcee it's...it's him."

Arcee's neck bolted upward. "...How?"

"I don't know..." Ratchet clasped his head. "I just don't know..."

Wheeljack looked back and forth between them. "Someone wanna tell me what's going on?"

"There's someone here on Earth..." Ratchet explained. "Someone Arcee and I had hoped to never see again..."


Jack and Raf arrived at the base and were guided to an interrogation room inside a building.

"General Bryce will see you in a few minutes." The soldier told them before closing the door on them.

Jack and Raf just sagged against their chairs.

Jack took in a deep breath and grabbed Raf by the shoulders. "All right, Raf, what's wrong?"

"Nothing's wrong."

"Something's been bugging you since we had to leave Bumblebee. I can tell. What is it?"

Raf signed. "He's been spending time with Pinkie Pie a lot. Pinkie talks to him."

"Don't you talk to him?"

"Yeah, but I can't...eeeeeet like Pinkie does!"

Jack furrowed his eyebrows. "So...you think you're losing Bumblebee to Pinkie Pie?"

"Well...yeah, I guess."

"Raf, relax. Maybe Pinkie can talk to Bumblebee in way you can't, but...well, have you met Pinkie? She's kinda..."

"Spacey?"

"Yeah! Pinkie and Bumblebee may talk to each other a lot, but does Pinkie listen to him like you do?"

Raf buried his head in his knees. "I don't know."

"Well..." Jack paused. "Why don't you say something to him? Tell him he's been spending less time with you. I'm sure he'd understand."

Raf raised his head to look at him. "You sure?"

"Yes. I'm sure. Bumblebee's your friend, Raf. He'll be there for you, but you gotta tell him where you're going to be, you know?"

Raf appeared to accept Jack's statement. "Yeah, yeah...you're probably right."

The door's lock clicked, and General Bryce entered, closing the door behind them. "Hello, kids."

"You must be Bryce, right?" Jack greeted him.

"That's correct. Now, Madison thinks you were accompanied by a car that turns into a robot?" He said this like he didn't believe a word of it, but Bryce knew about the Autobots. He didn't know that Jack and Raf knew about them, though.

Jack and Raf turned to each other to whisper.

"You think he knows?"

"Maybe. Let's pretend he doesn't." They turned back to Bryce. "A giant robot? That's ridiculos!"

"We were...just...on a joyride around the counrty!"

Bryce scrubbed them with his eyes. "Without your driver's liscense? You realize that's punishable by law?"

Jack's eyes widened. Given the choice between whatever consequesces he'd have to face telling the military all about the Autobots and the consequences he'd face form his mother for being arrested for driving without a liscense, he'd take the military.

"Okay, listen." Everything came spilling out of Jack's mouth faster then Raf realized what he was saying. "Yes, the car turns into a giant robot. He's part of team of giants robots called Autobots that are protecting Earth from these other robots called Decepticons and we've been kind of 'adopted' by them to protect us from the Decepticons and we were out on a mission with one of them when Madison's soldiers found us."

Raf facepalmed while Bryce supsicously looked at them.

"Does...Agent Fowler know about you two?"

"Yes." Raf answered.

"So why have you not been put in protective custody?"

"Well..." Raf shifted on his seat. "We're in the Autobots' protective custody."

"Hhhmm..."

"We're safe with them!" Jack desperately attempted to assure Bryce. "Totally! They've saved us a bunch of times! We've even saved them once or twice!"

Bryce seemed satisfied with this. He opened the door for them and gestured his head towards it. "Go on. I'll have one of Madison's soldiers help you find your Autobot friend."

"Really? Thank you!" Jack and Raf got up and speeded out the door. Raf hit his whole little body against something strong and solid, sending him reeling into Jack's knees. Once Jack had gotten Raf propped up, they looked up to see Madison barring their with Leech beside him.

Bryce came out of the room and closed the door behind him. "What are you doing here, Madison?"

"I thought it was funny how you insisted on being the one to interrogate these two troublemakers." Madison informed them. "So I followed. What's going on, Bryce?"

"Eeh..." Bryce struggled for a cover-up. He had insisted because he knew Madison was tough on people, but he couldn't really tell that to his face, now could he?

"Uh, I know these two!" Bryce wrapped his arms around Raf's and Jack's soldiers. "They're the sons of a few family friends of mine. I'm going to take them back home."

Madison looked disgruntled, but he angrily stormed off, Leech obientetly following him like the toady he was.

"Sorry about Madison." Bryce apologized. "He means well, loves his country and cares for his men, terminated the Damocles Project himself...but I'll be darned if he wasn't crazy."

"How crazy?" Raf asked.

"Just crazy enough to pass his last psych exam." Bryce answered. "Although I don't he'll make it through another..." Bryce scoffed. "A flying unicorn...ha!"

Raf and Jack nonverbally communicated an agreement not to say anything about the ponies, but Bryce had their attention now.

"Um, General?" Raf asked. "What's the Damocles Project?"

"The work of a madman." Bryce answered. "Colonel Leland Bishop made it under the radar, and when Madison stumbled on it, he rushed to get it terminated. Got Leland discharged as a result. Madison swears the former Colonel is involved with MECH, but with the way he is...then again, it would explain why he's so obsessed with hunting them down..."

"Oh?"

"Yeah. Bishop and Madison used to be friends before Damocles."


Ratchet hadn't moved. He was casting off heavy excess ventilation from his shoulders.

"Doc, if this is really bothering you, why don't you just go?" Wheeljack asked.

"I can't go!" Ratchet shrieked. "I have PAITENTS I need to be working on!"

"You haven't worked on us for 15 minutes." Wheeljack said. "I counted."

Ratchet signed. "True. I'm sorry, Wheeljack, it's just...the thought of him being here.."

"Go ahead and go, Ratchet." Arcee encougared. "Him not hurting anyone is more important."

"A-are you sure?"

"Yes. Absolutely. Find him, Ratchet. You know, before he hurts someone?" Arcee questioned dryly.

"Go do what ya need to, Doc. We'll just sit and here and die slow, horrible, rusting deaths." Wheeljack quipped. (Their injuries weren't fatal.)

Ratchet braced himself. "All right. Here goes..." He pulled the Bridge lever down and entered it.

After watching him go, Wheeljack turned towards Arcee. "So, you want to tell me more about this mystery man?"

"Not particularly." Arcee said through gritted teeth. "What happened is between me, Ratchet...and him."

"Ah, I gotcha." Wheeljack was about to lay down on his back, not much else to do, when the control console beeped up.

"Ratchet, we require a GroundBridge to base." Optimus informed them.

"I'll get it." Wheeljack volunteered.

Arcee chuckled and smirked. "Who says chivalry is dead?"

Wheeljack kept his bad shoulder limp while fiddling with the buttons with his good arm.

Optimus drove into the base in cab mode, trailer attachment hitched to his backside, and carefully braked inside. The back of the trailer opened. Miko started walking backwards out of, dragging a bound Rainbow Dash out of the trailer. Dash kept struggling against it, and her eyes were discolored, almost like she been infected with Dark Energon, but rather then purple, pinks and whites were instead bright red, reddish-brown and blacks.

"Is Rainbow Dash okay?" Arcee asked.

"Oh, please don't ask that-" Miko covered her ears.

"I'm-fine!" Rainbow answered, talking so fast that her words were blurred. "Super-fine-fantastically-awesome-absolutely-fine-I -feel-like-a-million-bits-and-then-some!" Miko covered Dash's mouth with her hand before the afflicted pegasus could continue.

Optimus transformed and looked around the room. "Where is Ratchet?"

"He left." Wheeljack answered. "Apparently an old buddy of Arcee's and his is here on Earth, and he went to go say hi."

Optimus observed thier injuries. "I see Ratchet was unable to complete your repairs before departure. I will tend to them after I have addressed Rainbow Dash."

"You?" Wheeljack asked incredulously.

Arcee rasied a finger. "Don't laugh. I've seen Optimus work on 'bots. He's no subsitiute for Ratchet, but he does get the job done."

Optimus took Rainbow Dash into his hands.

"I've-got-the-touch-I've-got-the-power-Yeah!" Dash rambled, eyes spinning.

"Please. Stop. Talking." Miko begged, curling into a ball on the floor.


Bob came to. Getting up, the Insecticon took in his surroundings. He was standing in a huge steaming circle of soot. Presumably from where the Vehicon's torpedo had dropped him. He put his finger on his head and attempted to contact Fluttershy. After a few minutes of chittering into his earpiece with no answer, Bob looked around again to see if he could get a grasp on where he was.

There was a wilted pair of flowers a short walk away out from the soot circle.

Chittering sadly for them, Bob walked up to them and attempted to sing. Fluttershy had told him about talking to plants helped them grow on principle. It was more a fact on Equestria, where singing had a simliar, accelerated effect.

Bob whined in sadness when became apparent that didn't on Earth. He turned and sadly started walking away from it.

Behind him, the flowers raised up slightly, happy that something had had the decencry to say anything to them at all.

Bob got ready for transformation when someone yelled at him.

"BROTHER!"

Fluttershy's Insecticons began descending from the sky. The assumed-captain put a claw on Bob's shoulder. "Are you well, Brother? Has our Princess found you?"

Bob screeched an answer.
The captain did a chin-jut. "Keep searching!" he instructed the rest of them.
The whistle of a Bridge cut that order short.

"That won't be nessecary." Ratchet said, stepping out of the GroundBridge.

"You know where she is? Is she safe?"

"I do...and she's not." Ratchet answered. "I...don't suppose you'd give me a ride?"

The Insecticons all transformed and allowed Ratchet to pick which one he wanted to ride. The medic went with Bob.

"20 clicks northwest of here. Come ON, people, let's go!"

The Insecticons went soaring into the air, squealing all the while.


Fluttershy squinted her eyes even more shut, reeling from the effect of having just now come to. "Oooh...where am I?" Fluttershy attempted to look around. The last thing she remembered was...was Bumblebee ramming her! Oh dear! Why would he do that!? Was he okay?

Narrowing her eyes in the darkness, Fluttershy couldn't make out anything. Where ever she was totally black.

Beep...beep. Wheeeeo?

"Bumblebee? Where are you?"

Eeep...ee...beeep.

Fluttershy yelled when she suddenly got the brunt of Bumblebee's headlights turning on. Of course, once they were on, Fluttershy wished they were off. She and Bumblebee (having somehow gotten into robot mode) were hanging from the ceiling of the room by glowing pink ropes tied around their waists. The room itself was dark reddish-brown, tiled, and with shelves adorning the walls. On the shelves were a varity of weapons, like hooks, guns, tridents and some other things that Fluttershy wasn't sure she even wanted to know what they were.

"Oh, hang on, your hignness. " A low, predatory voice with a certain class to it said. "I think they are awake."

A Decepticon entered the room and turned the lights on. He was big, tall, hunched with a long, long neck, black and green and covered in spikes. Wires, conduits and circuit-boards were visible all on him, like his body was made of mismatched parts, and his face was silver and skull-like, covered in some sort of tribal markings. A orange sphere was in his hand, broadcasting an image of Megatron.

"Ah, the Scout and the Princess!" Megatron's image greeted.

Beep beep beeeeeeep!

"Silence, Scout!" Megatron ordered. "I have something to say. My Insecticon soldier tells me that you, Fluttershy, were the one to...terminate Airachnid."

"Ooh!" Flutterhsy whined. "Can we please not talk about that?"

Megatron chuckled. "Oh, but dear Fluttershy! You've done me a service. I had been meaning to terminate that treacherous spider, but the oppurtuniy refused to surface. The Decepticon Lord formally thanks you for the termination of his enemies."

Fluttershy felt terrible. Granted, Killing Airachnid was a favor to Arcee, an service to the Autobots, and probably all of humanity, but knowing that her actions been appreciated by Megatron was a horrible feeling.

"Now, how much will it cost to get both the Scout and the technoorganic?" Megatron asked.

The Decepticon raised his right arm, which ended in a huge hook curved to the point it was almost a full circle, and tapped the tip to his chin. "Let's start with, say...5000 Energon Shards apiece? I mean, if that won't set you back too much, Lord Megatron."

"There can be no price on the heads of my enemies." Megatron growled.

Beep? Beep Beep eed eeee whhhhoon?

"I'm not a Decepticon." The spiked bot told them. "Name's Lockdown. I'm what you call...a bounty hunter. But my real hobby is collecting trophies, as you may have guessed from my walls." Lockdown gestured to the shelves. He deactived the holgogram and put the tip of his hook to Fluttershy's chin. "Though if my prey is...pretty enough, I might just keep it around to play with it."

Fluttershy shivered. She didn't like the sound of that. "P-play?"

"Oh yeah." Lockdown said. "Up til now, I though technoorganics were a thing of Cybertron's myth. I'm sure that could make for all kinds of interesting...variations, heheh."

Beep bee eep!

Lockdown removed his hook from Fluttershy's chin and wrapped his hand around Bumblebee's. "Broken voice processor, huh? Shame, isn't it? Not being able to talk like a normal bot? But then again, I guess that makes it so you have to come up with different, interesing ways..." Lockdown put his face in Bumblebee's face. "To scream."

Lockdown raised his hook and stabbed Bumblebee's chest.

Fluttershy's Insecticons followed Ratchet's intruscions, finding a Cybertronain ship of black model with angular wings that bent up and over like a bat's. The bot-beetles all parked themselves some distance away from it, let Ratchet off and transformed.

"There!" The captain pointed. "We will tear it apart, piece by piece!"

"No." Ratchet raised his hand. "This...this is something I have to do myself."

The captain made a displeased noise. "Come out of there with Fluttershy." he poked Ratchet's in the chest, which with his strength was enough to push Ratchet back, helping get the point across. "Or else."

Ratchet nodded, turned to the ship, steeled himself, then made a beeline for the ship.

"Come on, now." Lockdown cooed at Bumblebee, twising his hook into the Autobot's side. "Scream for me!"

Eee...whieet...bep eeeeeeeep!

"Oh!" Lockdown looked disappointed. "I hate it when they have that attitude." Lockdown tore his hook out of Bumblebee's side, sending Energon spraying everywhere.

"Of couse," Lockdown said, walking over to a shelf and picking up a tiny drill from it. "I don't imagine your little pony friend to be as...uncooperative as you are." He push a button on the drill, making it turn.

Bumblebee's optics narrowed in zoom.

Beep! Beep beeep beeep eeeep!

"Nope." Lockdown answered as he approached towards Fluttershy, who was gasping in fright with every step the bounty huntet took. "You had your chance. Now it's her turn."

"On the contrary, Lockdown, I'd say it's your turn!"

The three of them looked to the room's entrance to see Ratchet standing there.

"Ratchet!" Fluttershy happliy exclaimed.

Beep eep!

"Hey..." Lockdown said. "Hey, I know you! I'm not that good with names and faces...but I never forget a trophy."

Ratchet narrowed his optics and curled his hands into fists. He walked into the room doing his best not to show any trace of fear, which only showed that he was afraid even more.

"You may remember me as a trophy, Lockdown, but this night's end, you will know me as the Doctor of your Doom, for you're long overdue for a checkup!"

"Um," Fluttershy muttered. "If you were the doctor of his doom, wouldn't that you were trying to prevent it? Um, his doom, I mean?"

Lockdown and Ratchet both looked at her like she was the weirdest girl in the universe.

"You know..." Lockdown said, raising his arm. "She has a point."

Ratchet stopped short at this for some reason.

"...AAAWW, SHADDUP!"

Ratchet charged at Lockdown, punching him in the face. Lockdown stumbled, taken by surprise, but before he could get his turn, Ratchet picked a trident off the shelf and pinned Lockdown to the shelf with it.

Ratchet converted his arm into its sword mode and cut the rope holding Bumblebee, causing him to drop to the floor.

Beep!

"Sor-ree." Ratchet overdramatically apologized. "I didn't know you had such a soft tailpipe, Bumblebee!"

Be-bee beep.

Lockdown grabbed the trident's handle and unpinned himself. He twirled it and started approaching Ratchet from behind. Fluttershy saw him though.

"RATCHET LOOK OUT!"

"Huh?" Ratchet turned around just in time for Lockdown to send him flying with a well-placed punch.

"Look at you." Lockdown started taunting him. "Here to save your two friends. Predictable Autobot nobility. You couldn't save that blue fembot from me back then, you can't save these two from me now. In fact, I think once they've each had their turn, I'll do you again. Does that sound fun,...Ratchet, was it?"

Ratchet pushed himself to his elbows. "It...does not sound fun."

"Too bad." Lockdown raised the trident up over Ratchet's head. Bumblebee jumped up on him from behind and wrapped his arms around Lockdown's overly-long neck.

BEEP BEEP!

Lockdown started trying to shake Bumblebee off. Lockdown threw the trident aside and reached over, prying Bumblebee off his back and tossing him.

"I guess you want another go badly, don't you?" Lockdown purred. "It's rare when I have the pleasure of having that effect of bots."

"Nnnuuuhh..." Ratchet grunted, trying to get up, but he gave up and went limp.

"Ratchet!" Fluttershy yelled. "Bumblebee's in trouble!"

"I know he is, Fluttershy." Ratchet tiredly told her. "But Lockdown's right. I couldn't save Arcee then...I can't save you and Bumblebee now."

"Yes you can!" Fluttershy screamed. "You can do this, Ratchet! You're better then him! You're a nice pony deep down! You saved me from the Insecticon pod, didn't you!?"

Ratchet's looked up at her. "...I did, didn't I?...You're right, Fluttershy; I can do this." Strength renewed, Ratchet got to his feet and converted his arm to blowtorch mode.

"HEY LOCKDOWN! YOU"RE LATE FOR YOUR MEDICATION!"

"Oh, please-AH!" Lockdown scoffed, disbeliving Ratchet could manage to accomplish anything, but was proven wrong when he got a faceful of lit blowtorch. Ratchet swept his blowtorch up and down across Lockdown, scorching him up before pointing it like a hose and blasting the bounty hunter back with a fireball.

"Uurrhg..." Lockdown groaned.

Ratchet clocked him in the jaw, knocking him down and out. He pointed a scolding finger at him. "Stay down!"

Bumblebee got up and proceeded to untie the knots binding Fluttershy.

"I knew you could do it." Fluttershy told Ratchet.

Ratchet smiled. "That you did. Come on. Bob and the other Insecticons, I mean...the rest of your subjects are waiting outside."

The three of them made their way out to be greeted by cheer from the Insecticons.

"You made it out! We were starting to worry." one said.

Fluttershy's eyes widened. "You can speak English?"

"Uh...yeah." Another said. "We all can speak English. We just choose not to."

Bob raised his claw and squealed.

"What?" Ratchet asked.

"Ooohh..." Fluttershy crooned. "Bob says he can't speak it. No one taught him."

"Poor guy." The captain said, resting a claw on Bob's shoulder.

Bumblebee called for a GroundBridge, which opened up soon enough. Bumblebee and Ratchet were almost inside when they noticed Fluttershy wasn't following.

"Fluttershy, aren't you coming?"

"Oh yes!" Fluttershy assured. "I just have something I need to do. Keep it open for me, please?"

Ratchet and Bumblebee both found this odd, but obliged. "...All right."

Moments later inside the ship, Lockdown came to. The first thing he noticed was the trio of Insecticons looming over him.

"W-what are you here for?" Lockdown asked, altering looks between the three.

The middle one arced it's it mandibles. "Princess Fluttershy tells us you're not a nice pony. Boys, remind me again what do we do with ponies who aren't nice?"

The other Insecticons squelaed and banged thier fists into thier palms.

As their shadows loomed over him, Lockdown could only raise his arms and whimper, rendered incapable of thinking by fear...


Ratchet and Bumblebee entered the base. Everyone else but Bulkhead and Rarity had returned from thier missiosn, but from the looks on their faces, it hadn't gone the way they had wanted it to. Arcee and Wheeljack were standing with their wounds healed, so Optimus must have taken care of them.

"Arcee...I'm sorry." Ratchet aplogozied.

Arcee looked away. "It wasn't your fault..."

Fluttershy fluttered through the GroundBridge. "Good news! Lockdown's not going to hurt anypony for awhile."

Ratchet raised a browplate. "Oh?"

"Someone restart that Bridge right now!" Fowler lashed out, preventing Fluttershy from answering Ratchet. "Bulkhead and Rarity need an exit!"

Ratchet punched new coordinates into the bridge. "I'm sure Rarity will be happy to see you're safe and sound, Fluttershy."

"I'll be happy to see her too."

The Bridge was restarted as instructed, but Bulkhead and Rarity didn't come out for a few seconds, getting everyone concerned.

"Oh...maybe we should go check on them?" Fluttershy gently suggested.

Rarity's back became visible, rendering that notion meaningless.

"Oh, good! You're all right! Everypony was starting to-"

The worry hadn't run it's full course yet, however. When the rest of Rarity became visible, she look she'd been put through the ringer. Three-pairs of crecsents scars curved along her sides. Blood ran down her sides from down, having flaked and dried. Her legs were covering bruises and gray ash...but perhaps the most disturbing thing was that her horn had been reduced to three-quarters of its height, the tip now ending a jagged, uneven shape that was encrusted in dried blood. Not only that, but it was glowing in spite of its recent cut.

Bulkhead was even worse. He was lying on his back, unconcious. The car door that made the right side of his chest had been torn off, exposing sparking circuity underneath, and he was also covered in scratches and scrapes and ash. The only reason he got through the Bridge at all was because Rarity had been pulling him by the head with her magic.

Once had he been dragged all the way through, Rarity let go of her grip on his head. Without it's support, Bulkhead's head tilted backwards. The white unicorn then pressed her body up against the downed Autobot, cradling him as best she could, nuzzling her neck into his.

"You did good, soldier...you did good." Rarity rested herself up against him.

Fluttershy, Rainbow Dash, Applejack and Pinkie all ran up to her.

"Rarity, what happened?"

Rarity made no motion to let them she had heard them.

"Rarity?" Fluttershy asked.

Applejack held her hat against her chest. "Rarity, Fluttershy asked y'all a question."

"Rarity!" Fluttershy hissed.

The white unicorn was limp.

"RARITY!"

To Be Continued...