Friendship Is Magic: Prime

by Darkryt Orbinautz


For All Mankind: Orphans of the Helix

Darkryt Orbinautz presents...


PREVIOUSLY...ON 'FRIENDSHIP IS MAGIC: PRIME'

The Princess spread her wings, showing off the Dark Energon in them. The crystals sunk into her flesh...and with a disgusting, disgusting noise like an organic version of the classic transformation noise, reappeared at the tips of her wings as singular solid blades.

Optimus drew both his faceplate and arm-blade.

Celestia hopped off the shrapnel and came at him in the form of a blazing purple meteor with a red tail behind it. Optimus raised his blade and pushed with all his might to keep Celestia from steamrolling him. He swung his arm, batting her through the air. Benefiting the grace of somepony called 'Princess' Celestia recovered quickly.

Optimus changed his sword back into it's hand and gave Celestia the one-two, alternating his which of her beautiful cheeks he punched, but when he went in for a third one, Celestia's hoof stopped it mid-way, batted his arm aside, and then punched him, throwing him backwards and denting his faceplate.

Optimus shook his head to recover, then redrew his sword when he saw Celestia changing into a meteor again. Blue energy formed around Optimus' sword from the amount of force he was putting into it.

Silently, the Princess and the Prime charged at each other with sword and horn raised.

Their pointed bits collided in mid-air, causing an explosion of Energon and magic.


HERE MEN FROM THE PLANET EARTH FIRST SET FOOT UPON THE MOON JULY 1969, A.D. WE CAME IN PEACE

FOR ALL MANKIND

ORPHANS OF THE HELIX


TIME REMAINING: 14: 00: 00

TIME REMAINING: 13: 59: 45 TIC TIC TIC

The Princess and the Prime stood there after the clash of their lances, the impact from one nullifying the forward lunge of the other. Optimus grabbed the lull in the fight for all it was worth.

"Your Majesty, this violence is unnecessary!"

Celestia seemed dead-set on disagreeing with Optimus. "On the contrast, My Prime, Twilight Sparkle has told me that she will rest easier at night if she knows for sure you are gone."

"If my condition affects her in such a fashion, then I am deeply sorry for that. Nevertheless-"

Optimus swept his open hand out across the military base.

"Do you see what destruction you've caused to the human encampment for the sole purpose of drawing me out? And how much more would you be willing to destroy if it means I will be destroyed with it? Stand down, Celestia." Optimus pointed his finger to the ground in emphasis of the 'down' part. "And allow us to discuss our disagreements- without putting the humans at further risks!"

Celestia's beauty-turned-a-terror eye seemed hesitant at Optimus, like something wasn't sitting right. She shook her beautiful head.

"No, Optimus. I will destroy you, and then I will take my little ponies out of your clutches."

"I will release the ponies to you willingly, Your Majesty, if you would simply ask."

Celestia continued to ignore him, charging up magic in her claymore-sized horn. She fired a laser blast at Optimus.

Optimus held his ground, having taken far worse hits straight to his vital parts.

Or so he thought. The blast exploded into his chest and sent him flying. The Autobot leader was sent soaring skyward, going at several miles-per-hour. His descent back to the ground began in an arc that was bound to end in a forest some distance away.

Inside the forest, two stray humans were marching, clad in camping equipment, one slouched and the other up straight.

"Uggh!" The slouched one groaned. "Couldn't we have just rented a hotel?"

"No!" The upright one chided. "We'd miss out on all the wonderful wildlife!"

Optimus crashed onto his back just in front of them. He groaned and attempted to push himself up.

Celestia likewise landed in front of him, measly inches away from Prime's boots.

Optimus transformed and tried to start driving, but Celestia quickly caught onto his scheme and held his wheels in place with her purple magic. Optimus increased his acceleration as best he could, thinking he could break free of her magic if he drove too fast for her to hold.

"MAXIMUM OVERDRIVE!" Optimus commanded his internal systems. Steam and smoke hissed out from his hitch and smokestacks. He manged to start moving.

Celestia was surprised and attempted to plant her hooves into the dirt, but Optimus was able to take off. She was pulled into the air and followed Optimus like an invisible rope was tethering her to him- which in a way, it was, as he was moving, but her magic was still in effect.

Optimus swerved, causing Celestia to jerk through the air. Once she was disoriented, Optimus transformed and jumped into the air, kicking her in the stomach with the flat of his foot. With the Princess caught on his foot, Optimus barrel-rolled through the air and landed in a different portion of the forest.

The two humans' jaws dropped at the spectacle.

"...I told you we should've rented a hotel." The upright one said as he and his companion turned around and went back the way they came.

Celestia flopped onto her back in an a patch of the forest. Optimus landed on his feet besides her.

"Now are you willing to listen?" Optimus asked the downed Princess.

Celestia got up and flew in the sky and circled Optimus like a bird of prey.

"No."

Celestia fired a solid laser beam at him. Optimus raised his-arm blade and caught the beam on his sword. Smoke hissed, and his silver blade turned red from the heat of Celestia's attack. Despite his steel being tempered from years of battle, it could be told Optimus was straining.

Celestia increased her beam's power, which also upped it's size. Another explosion sent Optimus hurtling through the forest, knocking down trees and up clouds of dirt and dust.


TIME REMAINING: 14: 56: 45 TIC TIC TIC

Starscream and Cylas hung around the Space Bridge, guarding to ensure no one tried to usurp it for their own uses, despite the unlikeliness that anyone on Griffin Rock could even figure out how it worked.

"Starscream!" Twilight yelled, entering the room.

Starscream bowed. "What can I do for you, Princess Twilight Sparkle?"

The last Morbot walked in behind Twilight and tossed Starscream the Apex Armor's disc. Starscream caught it in his claws and stared confusedly at it.

"Eeh...what's this for?"

"Pounding Megatron into scrap!"

Starscream and Cylas looked at each other. "Eh?"

"While the Princess puts and end to the Lineage of the Primes, we will infiltrate the Decepticon ship, destroy Megatron, and put Starscream in his rightful place as leader of the Decepticons!"

Starscream's mouth formed a huge 'o'. Finally...the chance he had been waiting for had arrived! The day he would become leader of the Decepticons!

"Not to question your wisdom, Mistress..." Cylas said with a chuckle. "But why?"

"Well, we need something to replace all the Morbots Optimus destroyed, don't we?"

Cylas and Starscream looked at each other and shrugged.

"Good a reason as any, I suppose."

Twilight teleported herself into her Morbot and made it take off. Cylas' shoulders were gripped by her magic and taken afloat behind it. Starscream transformed and followed behind them, the Armor's disc in his cockpit.


Celestia had proven every bit as formidable as Twilight's friends had told Optimus she was. A simple punch-jab at her quickly turned into a desperate struggle to pry his limb free of her magic.

His arm stuck, Optimus converted his free hand to blaster mode and fired it at the Princess. The resulting smoke made him concerned he had more damage than he would've liked.

"Your Majesty?"

A white blur came blazing at him from the smoke, smacking him in the head on it's way out. Optimus stumbled from the impact and covered his hurt optic with his hand. The Princess got him hard; he could taste his own Energon splashing about inside his faceplate. Which he withdrew so that the fluids would quit nipping at his lips. The Energon spilled off and drained into his chest. Removing his hand, he realized he couldn't see out of his optic.

His optic...! Celestia had gouged out his optic with her horn!

Trying to find sight of the solar mare, Optimus became concerned when he couldn't see her. But, as they were a forest's width away from the military base...

"Autobots, I require an assist! And do not bring the ponies..."

The GroundBridge opened up.

"Oh-hoo!" Celestia exclaimed, floating back into view. "I think not, Optimus." Her horn lit up and shot a beam at the GroundBridge, which exploded and put purples flames all around it that quickly spread inside.

On the Bridge's inside, Arcee, Bumblebee and Bulkhead stopped at the sight of the flare.

"We can't go through there!"

Celestia chuckled. "Hmmhmm...it is unlikely, Optimus, that your team will risk injury to come to your aid."

Optimus glared at her.

"You underestimate their loyalty."

Arcee steeled her gaze. "Come on! Optimus would do the same for us!" she transformed and sped through the fire. Bumblebee and Bulkhead followed her lead.

Celestia was quite surprised at the sight of three, glowing-red-from-heat vehicles driving with pedals to the metals skidding out of the flame-consumed Bridge.

The three of of them transformed and aimed their blasters at her.

"Is that...a little pony?" Arcee asked.

"Awfully big to be little, isn't she?" Bulkhead quipped.

Celestia waved her hoof at them. "As the Royal Princess of Equestria, I order you to stand down, Autobots; I only want your leader."

"Princess...?" Arcee muttered.

Beeep beep eeep!

"Tough!" Bulkhead shouted. "You mess with him, you mess with us! There's no 'I' in Team Prime!"

Awkward silence ensued at Bulkhead's mistake.

"...Okay, yeah yeah, technically there is...can we move on?"

Celestia sent out a orange pulse wave which pushed all three Autobots back without injuring them.

Optimus' still-good optic swiveled in contemplation. The way Celestia did that...

Celestia turned around to face him. "With this, Optimus-" Celestia held up the Polarity Gauntlet in her mouth, "I will tear you apart from the inside out!"

Celestia grabbed Optimus' entire body with magic, lifted him into the air, and sent the Polarity Gauntlet running wild on his body. The giant bolts in his thighs started turning, coming undone, and his legs were starting to form seams. A few screws fell off his shoulders. Optimus struggled, unable to move between both the Gauntlet and Celestia's magic.

A blue laser shot the Gauntlet out of Celestia's mouth, and it smashed against the ground. She was startled enough for her magic to drop Optimus.

Celestia whinnied, displeased at the Autobots' insistence on interfering.

Bulkhead came right at her with his maces ready, but Celestia just bucked him in the face with her gold-covered hoof, throwing him askew.

"Bumblebee, toss me!" Arcee instructed, transforming to vehicle mode. Bumblebee grabbed her by the tailpipes, lifted her up, and did indeed toss at the Princess.

Celestia prepared to blast Arcee back with a laser, but Arcee transformed and did her jump-kick before she could finish casting. When Arcee landed, Celestia blasted her smack-dab in the back, sending her onto to her knees.

The Princess flapped her wings and raised upwards, only for something on her hind legs to keep her from rising. She turned her neck to see Optimus was holding her legs.

"What are you doing?"

"Preventing you from achieving a higher altitude!"

Celestia seemed downtrodden at this...then smirked.

"You underestimate me, My Prime."

Celestia flared her wings and took off for the sky, Optimus hanging from behind her, gliding as gracefully as though she wasn't weighed down by however-damn-much Optimus weighed. She did some loops and other maneuvers, trying to shake him off, but he refused to let go.

"Tell me, My Prime-" Celestia did barrel roll. "What is you hope to accomplish-" She somersaulted. "by hanging from me like that?"

"That was a question I was asking myself."

"So, you don't know?"

Celestia bucked her legs, still trying to get Optimus off. She did a mid-air corkscrew sort of motion, which twisted her legs enough to cost Optimus' grip on them. As Prime began to fall, Celestia struck him once more, bucking his chest and shattering the glass windows on them.

Optimus fell to the ground with a wwhhuuuomph.

As he lay motionless on the ground, helpless to do anything but watch as his soldiers did their damnedest to keep Celestia occupied while he caught his breath, Optimus' optic flickered with sorrow.

"Twilight Sparkle...I could not save my friend eons ago on mine and his world on my own behalf...and I could not save you on this one now, on your friends' behalf. I...a-m...s-o...sorr-rrrrrriiiieeeee."

Throughout the ensuing fight between Team Prime and the Princess, none noticed the sign hanging just above where Optimus landed...

WARNING: CHEMICALS AHEAD


TIME REMAINING: 13: 48: 59 TIC TIC TIC TIC

Twilight's convoy all landed on the back of the Decepticon ship.

"I must say, Twilight Sparkle, how did you learn the location of Megatron's vessel this time?" Starscream inquired.

Twilight seemed to not hear him.

"Eh, Twilight?"

"Wha? Oh, um, yes...Cylas, bust down the entrance!"

Cylas banged his fists together and charged at the outside entrance, punching the door off it's hinges.

Starscream held the Apex disc in his claw, looking at his reflection in the round surface. "Time to shine." he placed the disc on his chest and allowed it to unfold over him.

Twilight prepared the Resonance Blaster in the Morbot's claw. "Let's move!"

Twilight's machine and her two titans marched in, brutally and easily taking out every Vehicon in their way.

They kept on their trek, heedless of the mostly-destroyed Vehicons left in their wake. One struggled to hit its claw on the wall.

"Lord Megatron...Twilight Sparkle is attempting another assault on the ship!"

"Again? Errruugh..." Megatron growled.

Twilight's Morbot, Cylas, and Starscream all came across a triple fork in the hallways. They didn't have to pick a side, as Megatron, Breakdown and Dreadwing all appeared in one door each.

"Twilight Sparkle!" Megatron growled, claws tensed and eyes manic, "You have been a thorn in my side for the last time!'

"That's right." Twilight said. "Cylas, why don't you soften him for Starscream?"

Cylas charged, the Dark Energon in him and Megatron starting to resonate with each other. Despite his significant size advantage, Cylas was unable to prevent Megatron from pounding his cheek so hard it pushed him aside.

Megatron, now up close to the machine, could 'see' more of it, as suggested by his glowing insignia.

"There is a human in this robot!"

"Yeah." Twilight chuckled. "The ultimate fusion of man and machine. He's quite tough. I think he can get in a few dents on you before it's Starscream's turn."

"I am an Kaonian gladiator! I will not be bested by a human, nor whatever this...pony-forged, human hybrid abomination this is!"

Twilight groaned. "Why does everypony keep calling it an abomination!?"

"Uh, maybe because it is?" Breakdown suggested. He was just trying to be helpful, but Twilight still blasted him with a Resonance for his insolence.

"Dreadwing!" Megatron commanded.

Dreadwing drew his swords and dashed forward to challenge Cylas.

Megatron took a moment to make Cylas was focus on Dreadwing, then turned to Twilight and Starscream.

"Now?" Starscream asked, rubbing the Armor's hands together.

"Now." Twilight said.

Starscream laughed both giddily and crazily. He charged forward and swatted Megatron across the hall. Megatron bounced and sparked against the floor. The Decepticon Lord grunted and pushed himself up slightly.

"How fitting, Megatron, that this armor designed by your scientists, will be your end." Starscream mused.

Megatron smirked. "Allow me to confess something to you, Starscream: That Armor is not of Decepticon origin. It was found by miners, and my strategists told me to say it was of Decepticon make, to sway the undecided populace into our ranks. It is in fact, a Relic of the Primes."

Starscream gaped at the twist. Even now, Megatron still had the last laugh against him. Starscream yelped as he was pushed from the back and levitated over Megatron. Megatron looked up to see that the Morbot's cannon had fired, pushing Starscream away.

"Uh, my hoof slipped." Twilight told him.

Megatron humphed and got to his knee, but Starscream came up behind and whacked him on the back, forcing him back down to the ground.

"HAHAHAHA!" Starscream laughed, picking up Megatron's head. "Now...now I shall give you payback, Lord Megatron, for all the beatings I suffered during our all-too-brief time together." Starscream tossed him down the hallway.

"I could sing, I'm so excited!"

Here's to power!

Isn't it a delight?

Throwing blows

filled with might!

Here's to power!

Making the law

With a simple flick of your claw!

My bark, after so much blabbing

Has finally become LESS then my bite! *Chomp!*

Living through

That might makes right

But the most wonderful thing about power,

the thing that makes it truly shiiiiine,

the power's all MIIIIINE!

Twilight looked on as Starscream proceeded to mercilessly beat Megatron.


Celestia continued battling the Autobots, tossing them with her mighty, gold-covered hooves and blasting them back with her magic. Every time the Autobots leaped at her, she would counterattack and knock them to the ground.

Bumblebee reached, but she blasted him away.

Arcee tensed her legs for a high-jump, but in the middle of the air, Celestia magicked her wheel and threw her into Bulkhead. Bulkhead shrugged off being hit with his own comrade, made sure his teammate was okay, then charged for Celestia with guns toted.

Celestia shielded herself with her wings, Bulkhead's shots absorbing to them fruitlessly. Bulkhead paused, seeing that he was getting anywhere, try to think of a new strategy, but was unsuccessful. Just as he was about to resume fire, Celestia clapped her wings together like cymbals, gushing out a burst of wind that pushed Bulkhead backed.

Celestia left the dispatched Autobots and hovered in the sky over where Prime had landed. Optimus came to just as she was preparing a blast. Groaning and shaking his head, Optimus rose up to try to gauge where he was, and looked behind him.

He saw the chemical warning sign, and the two huge pillars slightly behind it that were no doubt carrying said chemicals through pipes underground to the factories that needed them.

Optimus looked up at Celestia with sheer horror and held his hands out.

"CELESTIA, WAIT! STOP! STOOOOOOOOOOOOOOOP!"

Celestia, once again, ignored him.

Her horn's beam fired at the ground, headed for Optimus, who could only raise his arm and pray that everything wouldn't end horrifically.

Optimus Prime was caught in a purple explosion, but it was Celestia who reeled when her attacked made the storage tanks behind the sign explode, smothering her vision in white heat that was not her own.

Dreadwing's and Cylas' battle had taken them to another room, far away from where Starscream was beating his former master.

"I hope you don't object too much to change, Dreadwing." Cylas sneered. "Once Starscream and Twilight beat Megatron, they will be taking command in his absence."

"I am second-in-command here!" Dreadwing roared with his sword raised. "If someone will succeed Megatron, it will be me!"

Cylas humphed, grabbed Dreadwing by the hand, and tossed him over his back, throwing him against wall. Cylas turned to face Dreadwing again, but the Decepticon wore a triumphant expression, unnerving Cylas.

"I allowed you to do that." Dreadwing flipped out his cell phone and pushed a button.

Cylas had a nervous breakdown when beeping made him realize there was a bomb planted on his back. He tried to reach over his shoulder and grab it, but his hand couldn't make it in time. Cylas' towering image was engulfed in a ball of fire. When the fire cleared, the Mechanoid robot seemed mostly untouched, but there was a smoking hole in his back, and he fell to the ground.

Dreadwing got up and dusted himself off. Now unburdened, he rushed out of the room and transformed, rocketing to his master's aid.

Starscream, meanwhile, was still having a ball tossing Megatron around. Despite Megatron's strength being enough to push the Apex Armor back- physics were a thing, after all- it was insufficient to dent the metal, meaning 'Scream still had the upper hand. Megatron, covered in more scratches then normal, and small, but numerous dents, did his best to stand defiant.

Starscream punched him in the gut and knocked the wind out of him, so to speak.

"AHHHAHHAHA!" Starscream declared, picking Megatron up and pinning him against a wall. "Any last wishes, Megatron!?"

Megatron looked up at Starscream's face, then closed his eyes in seeming acceptance of his fate. "Just one." He said, raising one finger. "I wish to show Twilight Sparkle something."

Starscream was off-put, but his arrogance made dismiss it. "That's an...odd request, but I suppose it can be granted. After all, what it can do to me, hhhhm? Oh, Twilight! Megatron's final wish is to show you something!"

Twilight's Morbot stepped into the room. "What could that be?"

"Soundwave!" Megatron choked.

Soundwave stepped into the room besides the Morbot like he had been waiting just outside for his cue. Soundwave turned to face the Morbot's vision. Static filled his screen, and when it cleared, it was showing high-resolution of two Vehicons carrying what appeared to be an bulky, horned red Autobot who looked like a bruiser.

Starscream looked at the footage, and his expression conveyed one emotion: extreme fear.

On the footage, the two Vehicons threw the Autobot down to his knees.

"'Scream." The Autobot said arrogantly between coughs, and the camera did switch to show Starscream. "It's been a while. Where's your master?"

The video-Starscream's face contorted in rage. "Never mind him! I am my own master."

Video-Starscream shoved his claw into the Autobot's gut, making Energon leak and causing him to gasp.

"Any more questions?"

After Starscream removed his claw, the Autobot fell down, dead.

"Clean that up." Video-Starscream said carelessly, turning his back.

Back in real-time, Starscream's face was still mortified.

"That..." Twilight said brokenly. "That was Cliffjumper...wasn't it?"

Soundwave nodded.

Twilight's Morbot sagged it's shoulders before turning around to face the liar. "Starscream, that's not what you said happened!"

"It...isn't?" Starscream said with a nervous chuckle.

"No! You told me you HAD to kill him! That you didn't have a choice! That it was the law of the jungle!"

"Oh, how...forgetful of me."

Megatron chuckled darkly. "I am not above killing defenseless prisoners, but at least I make sure to record their deaths as such, not some honorable duel to the death! Now, Twilight Sparkle, I have a question for you; if Starscream lied to you about that, what else might have he lied about?"

The room was wrapped in a silent fog as the implications struck Twilight. As Starscream realized he was a whhhooole lotta trouble. As Megatron saw his gambit had worked.

"I can't BELIEVE this! I helped you, Starscream! I got you a new T-Cog! I gave you the Apex Armor! I cut all ties with MECH because of you!"

"That one wasn't a lie!" Starscream was quick to point out.

"I...I..."

A heart cracked into a thousand pieces was audible in Twilight's voice.

"I fought my friends for you."

Starscream chuckled nervously again. "Ehaha..and I am grateful that you would be willing to do that for me, Twilight!"

The Morbot raised it's claw.

"No. Not anymore."

The Resonance Blaster fired uselessly on the Apex Armor.

Starscream, seeing he wasn't getting out this, decided he might as well go all the way. "Perhaps you've forgotten, Twilight Sparkle, the Apex Armor is invulnerable!" He started advancing towards Twilight's Morbot. "You can't hurt me."

"No, I can't." Twilight admitted gracefully. The Morbot's chest windows opened, showing Twilight in it's cockpit. She fired a spiral tentacle of energy from her horn at the Apex Armor's chest, which made the Armor shrink back to it's discus. Starscream dropped to his butt on the ground, having been higher up in the air on the Armor's supports. He reached up desperately for the disc, but Twilight's magic took it and placed it on the Morbot.

Megatron, slid down from the wall after Starscream let go, laughed. "You are in so much trouble."

Starscream turned to flee, but Twilight's Armor grabbed his wings before he could take so much as a step and crumpled it. She picked up and began lashing out at him violently, crumpling his wing further, before grabbing his shoulder and tearing off the shoulderpad, prying the arm loose enough to show the ball joint and green and purple wires that connected it to his nervous system. She then shoved the Armor's hand into chest and pried off his right chest panel, exposing grates underneath. Grabbing his head aerial Twilight pulled it back slightly, disrupting it's alignment.

For the finishing touch, Twilight held him up, unfolded the Armor to let the Morbot's cannon through. It fired a small, purple heat beam at his unmarred cheek, burning in a scar on it to match the one Arcee had given him on the opposite side.

Starscream closed his eyes in anticipation of the end.

Megatron raised his browplate. "Well, Twilight Sparkle? What are you waiting for? FINISH IT! END HIS MISERABLE EXISTENCE!"

"I...can't." Twilight confessed. "I just... I can't do it, as much as he deserves it."

Twilight tossed Starscream into the wall and somberly plodded out the room.

Starscream, seeing he was alone with Megatron and more-or-less defenseless, whimpered and started crawling his way towards the exit. He eventually mustered the strength to transform and jetted out of the room. Dreadwing, appearing in the doorway, narrowly avoided being hit.

"Should I chase after him, My Lord?" Dreadwing asked.

"As much as I am loath to allow Starscream to live, no. There are more important concerns." Megatron gestured Dreadwing to come closer, and whispered something into his ear.

Twilight's Armor-clad Morbot stomped the Nemesis' halls, and came to a stop at at an open hole in the floor, meant for aerial descent.

"How am I going to make this up to my friends? To Celestia? To Optimus!?"

Twilight was so distraught over all the begging for forgiveness she was going to have to do, she didn't realize Dreadwing was coming up behind her.

Dreadwing charged and tackled the Apex Armor in the back, forcing it through the pitfall before Twilight was ready. She yelped in surprise, but calmed when she remember the sheer amount of metal shielding her.

Dreadwing knelt at the hole's lip, watching the Armor's vision got smaller.

The Armored Morbot crashed to the ground with a thump. Twilight winced in fear, but was mostly okay.

"MMm..." Celestia groaned, her eyes twitching before they opened fully. She rose up to see fires all around her, trees burning, soil scorched of fertility, and the Autobots- particular Optimus Prime- burnt. Optimus had in face gotten the worst of it. Most of them were just covered scorch marks, but Optimus...his blue legs and silver biceps were glowing pink from the heat, his factory black hands orange and slightly gooey as they half-melted, and the scorch marks on him were bigger and blacker.

Celestia looked cautiously, then saw a heartbreaking sight:

Birds. On the ground. Fleeting avians trying to make their babies were all right. Which they were, thank the AllSpark, but still...Celestia knew if they had been hurt, she would've been responsible.


(Bullets 2)
Twilight:

What have I done?
I've taken my mentor, who trusted me, the Princess of the sun,

and pointed her,

like a loaded gun!

Celestia:

Looking at this titan,

Who I tried so hard to make fall

I have to wonder...

Twilight:

Do I even still feel anything at all?

How I could have been so blind?

A situation where I have to fight my friends,

is never a situation I want to be in,

I have to make this right before this days eeeends!

Celestia:

these animals cry out, nearly sent by me to the river styx,

these poor orphans of the helix

It seems, despite my lack of thumbs,

I've been banging on war's awful drums.

If I had just listened to him...

Twilight:

If I had just listened to them...


Celestia flew around the air, hesitant to do anything after her stunt with the tankards and lacking any way to contact Twilight.

The Autobots, one by one, began whirring back to life.

"What...happened?" Arcee questioned, resting a hand on her forehead.

Beep beep beep. Bumblebee shoved some debris off himself.

Bumblebee, Arcee and Bulkhead all reconvened, then looked upwards at Celestia, who looked back down at them pitiably.

"Autobots, I am so sorry." Celestia said. "I took the word of my most faithful student, despite my doubts, and caused all this devastation."

Team Prime took in the scene of the carnage.

"It's gonna take a little more then 'I'm sorry' to make up for all this!" Arcee snapped, gesturing around. "Do you know how much money this will take the humans to repair!?"

Celestia shied her head away.

Bulkhead rested his hand on Arcee's shoulder. "Hey, give her a break. Twilight fed her whatever misinformation Starscream and Silas had been giving her, remember?"

Arcee grumbled, but quit trying to cut into the Princess.

Beep-ep...wheeeoo?

"Good question, 'Bee." Bulkhead and Arcee started looking around, and were shocked to see the state of their leader.

"OPTIMUS!" They all exclaimed, rushing to his side.

"You okay, boss-bot?"

"Speak to me!"

BEEEEeeeep!

Bulkhead and Bumblebee took one of Optimus' side and tried to lift him to his feet. The disruption in position was enough to jar him awake, his still-good optic glowing a fiery orange instead of it's normal blue.

"Autobots..." he said commandingly, but his next sentence was less sturdy in tone. "Where are we?"

"Some forest or another."

"Are you hurt?"

"Mmmh..." Optimus mumbled and shook his head. Much to everyone's relief, he was able to grasp his way out of Bumblebee's and Bulkhead's arms and stand on his own two feet.

"What...was I in the process of doing before I was incapacitated?"

"You had been fighting me, My Prime." Celestia answered, floating into view. "I was unwilling to listen to your pleas before. Please, Prime, tell me what it is you have to say before I return to give a student a very stern talking to."

Optimus looked at her with a empty spaciousness in his eye.

"Then...if an altercation with you was the last thing I did...it is reasonable to think that the first thing I must now do..."

Optimus attempted to convert his arm into it's blaster, but the barrels, struts, and pulleys that made the transformation whined in protest at their movement. The primary barrel eventually connected, which Optimus aimed at Celestia.

"Is resume and complete it." He fired, pushing Celestia backwards.

BEEP BEEP!

"Optimus!" Bulkhead put his hands on Prime's shoulders. "Didn't you hear what she said? She's willing to listen now! We can tell her about Starscream and the Dark Energon!"

Optimus gave him a questioning look.

"The what?"

"The...Dark Energon." Bulkhead stuttered. "You know, that thing that was driving Twilight crazy?"

"I do not recall." Optimus told him, turning back to aim his gun at Celestia.

"Is your CPU busted or something!?" Bulkhead shouted. Bumblebee snuck in under the two of them and pointed at the back of Optimus' head. A a horizontal crack with a black film oozing out of it.

Bulkhead's jaw dropped in fear. "You know what, 'Bee?...I think it is!"

"We need to restrain Optimus until we can get back to base!" Arcee ordered.

Optimus fired at Celestia again. Celestia winced at the impact and had pleading in her eyes.

"Have my crimes become so much that you are incapable of forgiving me, Optimus Prime?"

Optimus halted, but his blaster was still locked and loaded. Sparkling crackles could be heard from his head.

"FOUR-O-ONE-TWO ERROR: STATEMENT DOES NOT COMPUTE." Optimus droned.

Celestia was baffled by the change in speech at first, then horrified at second. "Have I...damaged him so much that he is no longer himself?"

"KINDA!" Bulkhead shouted, running up behind his leader. "BUT WE CAN FIX IT!" he tackled Optimus to the ground. Optimus threw him off, stood up, and kicked him in the head.

Arcee jumped in front of Optimus. "Optimus, stop what you're doing and come back to base right now!"

Optimus' spacey-eyed glare wasn't intimidating, but it was unsettling. "I must...detain the Princess...before she hurts the humans irreparably."

"She won't, Optimus. She's willing to hear our side of the story."

But no matter what Arcee might've said, Optimus grabbed her by the head and gently set on her feet to to the side- and out of his way.

"Yoooou are interfering with police procedurrre, ma'am. P-ple-eeerr-eerr-erre-or-ease step aside." Optimus converted his other arm into blade mode and bolted for the Princess, Arcee and Bulkhead too slow to do anything to stop him.

"YAAAAH!"

Celestia was also too slow to keep Optimus from gutting her with his sword. He removed his blade from her stomach contents, then stabbed again, repeating the process until he had stabbed her a total of four times. On the fourth stab, he didn't removed his sword, keeping Celestia pierced and immobile on it. He fired his blaster, obscuring the Princess in a cloud of smoke.

The other Autobots could only stare, dumbfounded their leader was capable of such violence.

Optimus lowered his head, the violence of what he had just done jarring him back to his senses. "Autobots..." he turned around. "I believe I am due for Ratchet's medical bay."

"What about the Princess?" Arcee questioned.

"I have an...alternative for Her Majesty."


TIME REMAINING: 0: 18: 45

In the evening, Rafael was just kinda hanging around in his room when his mother called for him.

"Rafael! There's someone at the door who wants to see you!" His mother told him.

"Huh." Raf remarked. It was unusual for him to have a visitor at this time of night, unless it was something Autobot-related, but if it was, why would they abandon their normal discreet policies?

Putting his laptop down on a desk, Raf went scurried over to the door and opened, quite unprepared for who he say on the other side.

"Hi." Twilight said, waving a hoof. "Rafael, right?"

"Um, um, uh," Raf stuttered. He shook his to compose himself. "Yeah! Why? Are you..."

"Twilight Sparkle." Twilight introduced herself.

The two had a moment of awkward silence.

"Do I- Do I need to call the Autobots?" Raf asked, fearing danger.

"No! Well, yes, but no but-" Twilight signed and sunk her head. "What I mean is...I saw how Cliffjumper died."

"Really?"

"Yeah, and...it didn't quite happen the way Starscream told me it did. So I figured, if that was something Starscream lied to me about... what else was he maybe not telling?"

As the implications became clearer, Raf did his best to try and comfort Twilight, which started with a kind smile.

Twilight dropped down to her belly. "I'm so sorry."

Raf turned away and whipped out his cell phone, dialing a number on it.

"Yeah, guys? I've got somepony here who has some serious making-up to do."

TIME REMAINING: 0: 07: 42


Twilight delicately stepped through the GroundBridge into the Outpost. Arcee, Bulkhead and Bumblebee all aimed their blasters at her, remembering how well her last trip had ended.

Applejack, Rarity, Fluttershy, Pinkie Pie and Rainbow Dash were waiting for her at the Autobots' feet.

Twilight's eyes quivered with remorse. "I'm so sorry, everypony."

Applejack brought her hat over her chest and smiled at her. "Mighty appreciated of ya, Twi'..." Applejack's expression became somber. "But we're not the ones y'all need to be apologizin' to."

Twilight closed her eyes. "I know. Where is he?"

Rarity stepped forward and lead Twilight deeper into the base. it's daunting, Autobot-sized halls and doors made Twilight feel like she was about to be brought against the jury for her final verdict.

After some twists and turns, the two unicorns entered the med-bay, where Ratchet was monitoring Optimus Prime's life signs.

Twilight put a hoof to her mouth and squeaked sadly for the bedridden titan.

Irregularly shaped black steel plates with glowing runic blues were affixed to various parts of Optimus Prime's body, one over his lost optic, one over much, but not all of his chest/rib area, and one on each of his arms, pinning them to the bed. Similar, but different black circular plates were affixed to his leg, holding it together like some sort of Cybertronian version of stitches. Frigid air leaked off the tanks of coolant meant to keep him from melting.

"I'm so sorry." Twilight apologized, even though she knew Optimus Prime couldn't hear her. "This isn't what I meant to happen..."

Ratchet was skeptical at this. "Oh? And what, Twilight Sparkle, did you mean to happen?"

"I..." Twilight stammered. "I don't know...I just don't know."

Twilight walked closer to Optimus and put her head on his legs, nuzzling it apologetically. Pink, Dark Energon-tainted tears leaked from her eyes and onto Optimus' cobalt.

Rarity, all too familiar with Optimus' zero-tolerance policy on the stuff, skipped over and levitated a wipe to clean the tears off. She left the wipe on his leg so that Twilight's crying would fall on it instead of him.

"Optimus..." Twilight squeaked. "If there's anything I can do to make it up to you..."

The room was so silent, not even the constant beeping of the monitor could break the ice.

"Twilight Sparkle..."

Twilight's eyes widened in surprise, having not expected Optimus to be able to hear her. She raised her head to look up at his eye, which was back to it's normal blue.

"Long ago, I had a friend who preached ideals to the masses. In his efforts to support those ideals, he lost himself to corruption and came to destroy what he believed in."

Twilight stared, hopeful for a chance at forgiveness.

"My only request of you, Twilight Sparkle, is that you never lose faith in your own ideals.."

"I-I won't, My Prime. Cross my heart and hope to fly, stick a cupcake in my eye."

Ratchet was...intrigued by Twilight's...curious method of addressing Optimus.

How amusing, that earlier, Celestia had referred to him by that name to degrade him, to mark him as her lesser. Now, Twilight was using it to show her complete and utter obedience.

"O-O-Optimus?"

"Yes, my little pony?"

"Where's the Princess? Where's Celestia?...Where's my mentor?"

Optimus craned his neck forward as much he could. "Rest assured, Twilight Sparkle, she is in good hands."


Celestia's eye twitched slightly before becoming fully awake. "Mmm...hmmmmm?" She looked around to take in her surroundings, expecting horrific wires and cables, and whatever unholy things the Autobots might have hanging from the ceiling. She was part-right. There were wires and cables connecting her to various machinery in the room, but they more medical then horrible.

"Oh good, you're awake!" Somepony exclaimed. Narrowing her eyes forward, Celestia saw a human in a yellow shirt, hospital vest, and black hair done up in a ponytail.

"Hello..." Celestia greeted. "Who might you be?"

The human put a hand on its chest. "Nurse June Darby. Optimus wanted me to call him as soon as you were up. Could you give me a minute?"

June turned around and pulled out her cell phone. Celestia looked around the room again. She was in a warehouse of some sort, her body splayed on a trolley like the employees use to transport goods in the value stores. She noticed some books on a table, and attempted to pull them over to her with magic. That turned out to not be nice. It hurt to use magic. Optimus had really done a number on her.

"Okaay!" June expressed airily. "Optimus knows you're awake. He said to tell you he's sorry for what he did."

"Hmm. I am sorry for what I have done as well."

"Yeah, what happened between you two, by the way?" June asked, lifting a jug off the table and pouring its contents into a mug. She took up a chair in front of Celestia' makeshift bed. Celestia noticed the smell of the drink.

"Is that coffee?"

"Yeah...oh, oh, I-I'm sorry, did you want some?"

"In my current state, Nurse June, any beverage would be nice, thank you."

"Here." June said, setting her mug down in front of Celestia and getting up. "Take mine. I'll just get another one."

Celestia stared blankly at the coffee as June walked away. When June came back, she noticed Celestia hadn't taken a sip.

"Something wrong, uh, Your Majesty?"

"Twilight told me you humans were unreliable creatures prone to treachery."

June chuckled nervously. "Eheheh...Well, what are you gonna do? All I know is that Optimus did something, the Autobots showed up with you bleeding at my doorstep, and they just told me to keep you alive until they could come get you."

Celestia 'hmm'ed, flexing her wings curiously- a action she quickly regretted, as moving still hurt.

"I must wonder, June, how it is you were capable of keeping me stable, even though I presume you never worked on a pony before."

"Well...I managed to keep Discord alive when he showed up all burnt."

Celestia stared at her.

"...Yeah." June admitted, raising a finger. "Not one of my finest moments, I'll admit, but...from a strictly medical standpoint, it's quite impressive!"

"I suppose that's true..." Celestia murmured, at last taking a sip of her coffee. "June?"

"Yes, Your Majesty?"

"You don't think...Optimus purposely picked you to tend my wounds to improve your race's standing in my eyes?"

June shrugged. "Heeey! I know!" June put her coffee down, left the room, then came back wheeling a T.V on a mobile shelf on it. "Why don't we watch some T.V while we wait for you to quit hurting every time you move?"

"Oh...you noticed that?"

June held up her ID tag. "Nurse, remember?"

Celestia chuckled. "You appear to have gotten me, June. I am not familiar with this T.V, but I will not deprive the chance to try it."

"It's really simple. People make shows, and you just watch them." June picked up the remote and pushed a button, causing the old, dusty screen to be filled with bright colorful images.

"Oh!" June exclaimed. "Jack used to watch this show when he was little. I can't believe they're still airing it!"

"So this...T.V, is something akin to a...recorded play?"

"Yeah, I guess. That's a good way to put it. This one's about a group of friends who have to learn about what being a friend really means. It's cute!"

Celestia raised an eyebrow. That premise sounded strangely familiar...

June and Celestia enjoyed the cartoon for a little while, laughing at the funny moments and discussing their personal opinions on certain characters. Once the cartoon reached it's first commercial break, Celestia stood up.

"Well, June, I'm intrigued. Tell me more about how this 'T.V' was developed, if you would be so kind?"

"Well-" June was about to explain when she noticed something. "You're standing!"

Celestia looked down. "So I am."

"Great! We can take a ride in my car to the Autobot's base, and-" June stopped, examining Celestia's size-of-a-baby-rhino form. "Actually, I'll ride around in my car. You follow behind me."

"Very well."


Twilight's friends, but not Twilight herself, were lying on the base's elevated platforms, waiting for their friend to come out and make some last-minute additions to her apologies. Or for anything to happen at all, really.

Ratchet cursed under his breath, trying to work on Optimus, which Twilight, now curled up on Optimus' chest the way Rairy had been on Bulkhead's, was making quite difficult. When Ratchet tried to explain why he needed Twilight off him to do repairs, she told the surgeon she wasn't moving from Optimus' side until he could walk again. To add insult to injury, Ratchet tried to remove her by force, but she used a spell to magnetize her horseshoes.

In the main room, a white car suddenly pulled into the room. All the Ponies sprung up in alarm, which wasn't immediately put away at the human that stepped.

All five of them were totally awestruck when Celestia flew into the room from the same entrance the white car had entered.

"PRINCESS!" They all collectively shouted.

"What are you doing here!?"

"How did you get here?"

"We were so homesick, we started thinking you had abandoned us!"

"Calm down, my little ponies, calm...down." Celestia told them, but she was in need of that instruction herself. She had not been prepared to see Rarity in scars, Dash more battered up then normal, Pinkie looking like she had been at the epicenter of an explosion, and Fluttershy...by her own name, what happened to Fluttershy!?

Celestia removed the thoughts from her head. All her questions were to be answered by one pony. "Where is Twilight?"

"She's in the medical bay with Optimus." Fluttershy answered.

"And...where is the medical bay?"

"Here..." Fluttershy volunteered, stepping forward and transforming. Celestia was so blindsided by it that she didn't realize she was supposed to be following armored ladybug until she was quite far away.

"Fluttershy, slow down!"

It took some doing, but eventually they got things all sorted out, and Celestia was led to the med room, where Optimus and Twilight were laying.

"Twilight? Twilight Sparkle?"

Twilight protested the notion of getting up at her name. "What?"

"Twilight, it's me."

"OH!" Twilight shot up when she realized she been talking to Celestia, but her magnetized hooves kept her attached to Optimus. "Princess! I...I am so sorry. For everything."

"It's all right, my little pony, so long as you've learned your lesson."

Twilight was downcast.

"...What's wrong, Twilight?"

"...I haven't learned anything." Twilight explained. "No lesson on friendship at all..."

"Your Majesty, if I may be so bold as to interrupt, I would like to remove the dark matter in your body before it becomes permanent." Ratchet said. Celestia looked to Twilight and Fluttershy for her answer.

"Go ahead, Princess." Twilight waved her hoof. "It's too late for me, but you go ahead."

"It's fine, Princess. They did it to everypony else." Fluttershy assured her.

"All right, then. Let us engage in this process..."

"Ratchet." He introduced himself.

"Ratchet."

Ratchet led Celestia out of the room.

Fluttershy landed on another part of Optimus' chest and tried to comfort Twilight, who was starting to sniff and sob again.

"That's the worst part, Fluttershy..." Twilight explained without being prompted. "I haven't learned a single lesson about friendship from this whole blasted adventure."

"I'm sorry." was all Fluttershy had to offer.

"It's not your fault. It's mine..."

"Heeeeey!" A clown's voice drawled. "What's to be so mopey about, you mopey-dopey! Cheer up! At least everypony's still alive, right? You know what? I think you need a sock puppet friend!"

A green sock with googly eyes pasted on appeared in front of Twilight, who swatted it away.

"I don't need cheering up right now, Discord!...DISCORD!?"

"That's my name!" The gray serpent said. "Or least, that's what everypony keeps calling me. What about me?"

"Oh, this is great!" Twilight exclaimed, stars twinkling in her eyes. "Now that Discord's here, I can just use my Element to- to- to-" Twilight rummaged around in her enchanted saddlebag, tossing some varius items aside and onto Optimus, before she panicked, tearing the bag off herself and beginning to just dump it's contents onto the floor.

"Where is it!? Where's-"


"The Element of Magic!" Megatron boasted, holding the crown in his claw and observing his reflection in the diadem. "You have done well, Dreadwing."

Dreadwing humbly bowed, the Phase Shifter displayed prominently on his arm. "I followed you instructions to the letter, Lord Megatron."

"Not to question your brilliance, my liege," Knock Out said. "But now that we have it, what are we going to do with it?"

"When the Ponies used the combined power of the Elements of Harmony on me, it healed their own wounds." Megatron explained, more for Dreadwing's benefit then Knock Out's. "Come!"

Megatron walked down the hallways, the two 'Cons behind him, until they reached the Nemesis' primary power supply, where a four-pronged claw mounted on a wall carried Energon from a crane into the generator that the wall's other side.

Megatron put the Element of Magic in the claw where the Energon was supposed to go. It didn't detect the difference and treated the holy necklace just the same as any ol' cube. The Element sunk like a stone in the pool of Energon on the other side.

Knock Out and Dreadwing stumbled as a massive rumble rolled through the ship. The blue runic lines showing that the Energon was running smoothly began turning into all the colors of the rainbow.

In the halls, the Decepticons' were confused as to why all the blue lights and power conduits and computer screens were suddenly going form blue and purple to various rainbow colors.

On the bridge, they were alarmed with the room began to split down the middle, the actual bridge beginning to fold in the ship like a withdrawn tongue.

"LORD MEGATRON!" An Insecticon screamed, grabbing the fuel room's doorway arch for support. "The ship is tearing itself apart!"

In a fine example of just how completely deranged he was, the news his vessel was falling apart around him made Megatron laugh.

"Haaa...hahaha...Haaaa...HAHAHAHAHAAAA!"

Megatron patted the generator wall affectionately.

"Welcome back, old friend."

CHEEEE...CHOOOOOM...CHOOOOOO...CHA-CHA-CHIIIINK.


All the ponies were gatherd around, looking at their collection of Five Elements while Discord merrily cleaned around the base, unaware of the faith that awaited him.

"How are we supposed to put 'im back in place wit only five Elements?" Applejack questioned.

"That, my fair Applejack, is a question I do not know the answer to." Celestia sadly admitted.

"Well..." Twilight said. "We can't just leave Discord here on Earth, can we? We should at least...at least take him back to Equestria, even if we are an Element short, right?"

"And leave the most crucial Element who-knows-where here on Earth?" Dash exclaimed, appalled. "No way, Twilight! Who knows what a human would do to it- or with it- if they found it!"

"As much as I agree with you, Twilight, I am afraid Rainbow Dash is right. We cannot allow a human to find the Element of Magic. Their kind may not be as treacherous as you believe, but they do not know what it is, and well-meaning ignorance can be just destructive as intentionally malice."

"'Not as treacherous as I believe...?' What!?" Twilight exclaimed, offended.

"Hi!" June said, approaching. "I'm June Darby, I, uh, I helped Celestia get better after her fight."

"No you didn't!" Twilight insisted, pointing her gossamer wings at June like daggers. "The Princess is fully capable of healing herself!"

"I'm afraid I am not as perfect as you'd like to believe, Twilight. June did aid with my recovery."

"Lies!" Twilight looked about ready to ram June and skewer her on said wings, but someone large and metal entered the room before she could do.

"OPTIMUS! You're okay!"

"Hello, every...pony. Ratchet has given me his medical pardon to walk freely and assurance I am mentally sound, although I must refrain from any strenuous activity." Optimus greeted, standing tall and with a new optic installed by Ratchet, the crack on his head fixed. "I trust everything is all right?"

"No." Twilight told him, pointing at June. "This human is trying to take credit for healing Celestia!"

Optimus looked at June, who shrugged.

"Twilight Sparkle, can we be certain that your experience with the humans has led you to be unwilling to accept the possibility of them being helpful at all?"

Celestia kept her face on Twilight, wondering that just as much as Optimus was.

"No." Twilight answered with a tone of finality. "We can't." She turned around and began walking off. "Come get me when you have the solution to our problem."

"Twilight, wait!" Pinkie said. "What about getting rid of the Dark Energon?"

Twilight paused. Pinkie could tell she just said something grave.

"I am afraid, Pinkimenia, that Twilight Sparkle's usage of Dark Energon has reached a point where is no longer possible to separate her body from and keep it... functional." The pause in his speech was specifically so that the ponies understood his point.

"Oh..." They all said.

Celestia raised her head upward, trying to look for something to lighten the mood. "I do believe that the base is equipped with a T.V. June, what would you say about you and I resuming our...'show'?"

"Sounds fun!" June said, clapping her hands together and trying to take over Pinkie's job as the 'cheerer-upper'. The ponies gathered up their Elements and somberly joined June and Celestia as they prepped up the television for the cartoon that was suspiciously similar to their own lives when they weren't out battling evil.

"This is cute..." Rarity admitted after a few minutes.

"Yeah..."

Static flicked across the screen.

"Ooough!" June shrieked. "Stupid news feed! The stations air all these sweet cartoons, and not even they're safe from the stupid political ads and-

"Attention, humans!" A growling voice belonging to no known news anchorpeople said, Megatron's undead face becoming visible on the screen. "Do not adjust your set; This is not a regularly schedule broadcast."

"Optimus, I think you might be interested in this..." Celestia said softly, beckoning over with her hoof. Optimus leaned down to watch the screen.

"We are the Decepticons, and I am Megatron. For three years now, we have waged our war with the Autobots on your planet, in secret, waiting for the day you would be ready to accept...'extraterrestrials' as real. Now that are we no longer the only spacefarers on your world, we have come to the decision that day must come early." The screen switched to what looked to be a continental map, with a route tracing through that started at New York and went through the entire United States before ending on Canada's farthest edges. "In 18 hours time, we will begin our march through your 'America', destroying everything we see, starting with your precious Statue...of Liberty. Unless of course, your governments surrender aaall their positions of power to me before then." Megatron smiled at the juxtaposition he had just imposed. "The choice is yours! Have a nice day."

The screen flickered back to the nice, happy cartoon while the Ponies just had open jaws.

Optimus rose up and put his game-face on. "This is a grave matter indeed. Autobots, prepare to transform and roll-"

"Optimus!" Ratchet chided. "You're still not fully repaired! You can't go back into the field just yet!"

"Nor can I sit idly by as Megatron begins a new reign of terror on humanity." Optimus retorted.

Ratchet shook his head. "I'll take the rest of the team to scout ahead, and then maybe, maybe, depending on what we see, I'll let you go."

"Might I offer a suggestion?" Celestia asked.

"What?"

Without warning, a gold beam spit form Celestia's horn and hit Optimus in the chest. Optimus was wrapped in a gold glow, which disappeared.

"That should fix the problem." Celestia said. Ratchet held up his arm, scanning for anomalies.

"I don't believe it...you actually healed him?" Ratchet shook his head and muttered something about unicorn magic making him obsolete. "You were saying, Optimus?"

"Autobots, transform and roll out!"

They did, rolling through the GroundBridge and arriving in a New York alleyway.


The Autobots began scanning their surroundings, and what they saw was most worrisome. Human police, military, firefighters and other members of the service were leading a city-wide evacuation, guiding the citizens out of the city that was crawling with Decepticons. Vehicons of all makes and models stood on rooftops and corners of the street while Insections were stuck to the buildings' side.

"Why aren't they attacking?" Arcee wondered out loud.

"Megatron's 18 hour limit is a tactical advantage." Optimus said. "He is giving the humans one last chance to flee before the destruction begins."

"Optimus..." Ratchet said. "Look." He pointed at the Statue of Liberty in the distance.

"By the AllSpark!" Optimus exclaimed.

BEEP BEEP BEEP!


"What...is that?" Arcee gasped.

"Oh, I read about him!" Bulkhead exclaimed. "I missed the chance to get him the first time around."


The Ponies were quite surprised when the Autobots requested a GroundBridge so soon after their departure.

"What's up, guys?" Dash questioned.

"Trypticon lives." Optimus told them. They didn't know what that meant, but the tone in his voice made it quite clear certain doom was approaching.

"Trypticon?" Twilight asked.

"Hey...hey! Didn't y'all say sumthin' about Starscream bein' in charge of the Trypticon Space Station?" Applejack interjected.

"True. But the Space Station held many Dark Secrets." Ratchet clarified. "When Megatron attacked Cybertron with it, the Autobot aerial teams dectected the presence of transformation capablities onboard. Desperate to win, they infilitrated the ship and activated it, transforming it into Trypticon. We defeated Trypticon once, but the Decepticons recovered him...and converted his body into the Nemesis." Ratchet stopped, letting the ponies fill in the blanks themselves.

"You mean...that entire ship is a whole Decepticon!?"

"Ah thought' Vogel's Sweeper train wudda made a nasty 'Con!"

"That thing must be hugenormous!"

"It took every resource we had to beat him on Cybertron, and even then, we only barely succeded." Ratchet lamented. "How are we supposed to beat him now, with even less resources and the risk of collaratel damage?"

"We must utilize every last resource we can muster." Optimus said. "Contant Agent Fowler for a delivery of scrap metal."

The Autobots didn't seemed to understand the order, but Ratchet followed it without hesitance.

"Ponies..." Optimus turned to them. "This is not your world. This is not your war. But I ask you, you have proven powerful and valuble allies during your time here on Earth, so I must ask that you lend your hooves to us in our time of need to defeat Trypticon."

The Ponies all looked to each other.

"I will." Twilight said, stepping forward. "I don't want to help any humans, but that's no reason to help you. Who's with me, anypony?"

Twilight's friends all looked to each other and smiled.

"There's no way I'm just leaving Arcee like that."

"I won't be able to rest knowing I didn't help Bulkhead."

"I like playing games with Bumblebee!"

"Oh, um... I don't want to hurt anypony...I also don't want Megatron to hurt anypony either."

"We're in, Twi'."

Optimus' lips twitched upward, but they didn't make a whole smile. "And what of you, Your Majesty?"

"I cannot abide Megatron's maltreatment of any species I barely know any more then I could his tyranny on Equestria. For the remainder of the day, Optimus of the Primes, my horn is yours."

"Thank you all."

"Hang on..." Twilight said, galloping down the stairs. "I'm going to go get something."

"Shouldn't we tell our human partners about this?" Arcee asked.

"Arcee, they may have proven useful at times, but they can't help with Trypticon-!" Ratchet exclaimed.

Optmus held his hand out. "No. Arcee is right. Contact Jack, Miko, and Rafael. Agent Fowler, the Rescue Bots, and Wheeljack. We will require every advantage we need. Fluttershy, ensure that your Insecticons are in fighting condition!"

Arcee looked at the computer. "Shipment of scrap is en route, but I want to know what you can do with a bunch of scrap, Optimus."

Optimus reached into a hidden wall compartment, pulling out the Forge of Solus Prime. "As would I." He steaded the hammer in his grasp and swung it through the air.

About two hours later, Jack, Miko, Raf, the Rescue Bots, The Burns family, and Wheeljack were all standing in a straight line, waiting for Optmis to come and give them an 'offical' briefing.

"Autobots and our human partners, a grave threat has emerged that endangers the very safety of not just our mission on Earth, but for all mankind. To defeat it will require cooperation, teamwork, the trust and loyalty of partners..."

Optimus pulled a trolley into the room that a large selection of various sized guns on it. They were all weapons that been used during the last days of the War on Cybertron.

"And this large assorment of weapons I have successfully crafted from scrap metal using the Forge of Solus Prime." Optimus said, gesutring for everyone to come their pick.

It had to be said Optimus wasn't holding anything back. For himself, he had forged a large transforming ax as big as he was that a huge orange blade on it. Not only that, he made little relative tiny guns- which were just the right size for the ponies and humans to equip themselves with it.

"Optimus..." Jack said, holding up a black cannon called a 'Path Blaster' that was in human size. "Me, Raf and Miko all want to help, but we don't have any firearms training. How are we supposed to use these?"

"That is what you are going to discover for yourself." Optimus answered.

As everyone began arming themselves, Team Prime and Wheeljack made mention of what guns they were using and offer some explanations.

"A Nucleon Charge Rifle!" Arcee exclaimed, holding a gun with a long slender barrel. "Every Sniper dreams about having on these!"

"That's a Photon Burst you got there, Dash." Wheeljack said. "Three round burst, fast speed...should suit you to a 'T'.

Once everyone had gotten their choice, ranging everything from Scatter Blasters to X-12 and X-18 Scrapmakers. Wheeljack was in particular foud of picking up a Thermo Rocket Launcher.

"Autobots, Ponies, Rescue Bots...and our human allies...wait, where is Twilight Sparkle?"

"Here I am!" Twilight answered, walking into the room with her Morbot clad in Apex Armor and carrying an Ion Displacer. "Oh, oh wait! Megatron told that the Apex Armor was a Relic of the Primes! Um, do you want it, Optimus?"

"Now that you have been shown Starscream's deceit, I trust you will use the Armor to good use." Optimus declined.

Unseen from being in the Morbot's cockpit, Twilight smiled slightly, extremely thankful that Optimus would so willing to trust her so much so soon after seeing the real him. "Thanks, Optimus...it means a lot to hear you say that."

"Now, any last preparations?"

June and Raf waved from the GroundBridge control, not willing to engage in actual fighting, so they got to be mission control.

Optimus pointed his orange axe forward at the GroundBridge. "Now, my extended family tree of heroes... Roll to the Rescue!"


Megatron, Fearstorm and Dreadwing stood on the Empire State Building, the tall thing-abob shimmering behind them as they watched for their enemies.

"No sign of the Autobots, my lord." Dreadwing said, kneeling on the edge.

"Two hours and still no sign?" Megatron balked. "Hahahaha! The Autobots must have given up the ghost when they saw Trypticon! Now, there will be no one in my way. I could SING I'm so excited!"

Megatron:
HAHA HA HA!

This city will be the first to crumble in our hands.

Smoke and ash and fire

Blazing through as we march through the land!

I have erred, trying to take over the humans while leaving them out of our wars

But the only thing they understand is brutal- and DIRECT force!

Vechicons:

They are plague

we are the cure

They are insects

we are spray

This is our time

this is our day

Megatron:

Optimus, my dear old friend.

Go now. Leave this world to it's end-just as you left Cybertron!

The Autobots lie in their bunker hiding down.

they can't save this world now.

Fearstorm:

Victory is ours!

We'l rule this solar system from Mercury to Venus to Mars!

Knock Out:

This city...will crumble!

Imagine,

the children

choking on the dust and rubble!

Dreadwing:

I will beat war's drums!

So we may all hear the hums

of the winner's circle's bells!

Breakdown:

I can't wait!

To make all the humans pay for my optic's fate...

We'll smash everything down

Bringing the tallest buildings TO THE GROOOOUND!

Dreadwing:
Hear our engines thunder!

As we prepare to blow up your so-called 'World Wonders!'

From this Statue to the Effiel Tower

Knock Out:

The skin jobs will BOW before our power!

Soundwave:

...

Megatron:

Those Autobots won't help, having lost all their spine!

Now it's time to spell doom... For allllll maaaaaaankiiiiiiiind!

"Hahahaha!" Megatron laughed, merry in his victory. "Ahahahah! Hahahaha..ah...ha...huh?" His expression transformed from joy to confusion at the sight of Insecticons flying towards him.

"What are those scrapped-brain metal morons doing!?"

Dreadwing tapped Megatron on the shoulder. "Lord Megatron..." Dreadwing pointed uncomfortablely.

Megatron looked down and was blown away at the sight of Optimus Prime, driving down the road with Team Prime, Wheeljack and some other Autobots he had never seen before.

"Hrrn..."

Torpedos came down from the sky and utterly blew up a troupe of Vehicons who arranging Energon drillers to combat the enemies. In the Jackhammer, Rarity, piloting it with her magic, with Miko using some funky video-game controller set-up they had patched togther, shared a high-five.

"AAAAAGH!" Megatron bellowed. "DESTROY THEM ALL! CRUSH THEM! ERADICATE THEM! TEAR THEM TO SCRAP AND EAT THEIR VITAL COMPONENTS!"

"Ewwwwwwww!" One Vehicon exclaimed at the thought of eating components. For his unwilligness, Megatron grabbed him and flung him at Optimus' speeding convoy.

"Autobots, divide and conquer!" Optimus commanded. The other vehicles all turned into other lanes, a few deciding to bound up on the highways. Optimus transformed and began skidding across the road, using the bottom handle of his ax to slow his acceleration.

Celestia rose up into Megatron's field of view.

"Princess Celestia!" Megatron exclaimed. "I should be flattered, that you traveled so far from Equestria just to see little ol' me!"

"I am not here for you, Megatron, but I will gladly stay for your doom!" Celestia began charging up a blast in her horn.

"Celestia, no!" Optimus shouted, running for the State Building. "He is mine!"

Celestia nodded in acceptance of this and levitated Optimus with her magic, suspended him in the air just above the State Building.

"I'm not impressed by your fancy magic trick, Prime!" Megatron snarled.

"It's not supposed to impress you." Optimus retorted. Celestia dropped him, but rather fall to the ground, Optimus bounded forward with a raised leg, kicking Megatron in the face and off the Empire State.

Megatron wasn't that easy to dispatch, however. He transformed to his Cybertronian jet mode and took off. Optimus jumped onto of him. Megatron turned himself upside to shake Optimus off, but Prime refused to let go.

"AAAYYAH!" Optimus raised the ax and hacked through Megatron's engines, bringing the two crashing into a stray rooftop.

Megatron transformed, Optimus quickly leaping off him as they both got their bearings to fight.

Megatron screamed, his arm-blade forming and lunged at Optimus, who caught the sword in his ax.

"I see you got your old axe back!" Megatron snarled as he and Optimus got into another one of their famous battles.

Dreadwing admired the sight, then turned to Celestia. "So...you are Equestria's foremost authority." He pulled out his swords. "Do not expect that to save you!"

"And you, Decepticon, would do well not to expect me to spare you!" Celestia counted, blasting Dreadwing off the building.

Knock Out, Breakdown and Fearstorm all hopped off the Building and into the roads to take their pick of Autobot victims.

Knock Out's fingers twitched in anitpaction, but he just yelped as Boulder ran him over without even realizing it.

"...Graham, did I hit something just there?"

Graham looked at Boulder's rearview.

"Nope." He fibbed at the sight of Knock Out lying unconcious.

"Ahh!" Breakdown exclaimed, landing just in front of Bulkhead. "There's my old pal!"

"Breakdown!" Bulkhead growled, transforming and showing the Ion Displacer he had equipped.

Breakdown jawdropped at the sight. "Where did you get that!?"

"Let's just say there are certain advantages to having a Prime on your side."

Bulkhead blasted Breakdown down with the large unweildy gun's powerful fire.

Bumblebee found Fearstorm by way of Fearstorm smashing straight into his hood. Pinkie jumped out of the trunk and blasted Fearstorm away with firecrackers launched point-blank from the party cannon, but that only slowed Fearstorm down.

"...We may be in trouble." Pinkie said to Bumblebee when she saw how mostly unshaken Fearstrom was from her blast.

Arcee ran along the highways, taking out Vehicons with ease with her shiny new rifle. Rarity and Miko used the Jackhammer to great effect on the Decepticon masses. The Rescue Bots inexperince was quickly balanced out by their huge weapons, and Twilight's Armored Morbot smashed through Insecticons as though they were Miners.

Noticing out the corner of his eye that the fight was, against all odds, going against him, Megatron called in the big guns.

"TRYPTICON!"

A booming, shreiking roar like an old 50's monster movie drew everyone's attention to the huge metal beast in the distance, standing over by the Statue of Liberty. It was huge, big enough to outsize even Bruticus, and terrifiyng. It was a mostly-black Tyrannrosaurous Rex with yellow eyes, a purple bump on it's head and fangs more like saber-tooth tiger's in it's mouth. Bumps and dents covered it's frame, which was decorated in odd wings- the Nemesis' wings- and purple. They were no doubt concealing enough weapons for two Decepticon armies.

"Call off your men, Optimus Prime, or I will destroy the Statue now. The loss of such an iconic building...the cost it would take to repair, not mention all the morale that'd be lost from its destruction..." Megatron mused, smirking as he put Optimus in such a bad position.

"I'M ON IT!" Twilight shouted, crusing one Insecticon. Setting the Morbot to Autopilot, Twilight teleported outside the titan and flew for the Statue.

Trypticon saw the little tiny thing flying at him and reacted naturally. The dinosaur rasied's it's claw to smash the Statue, but all it hit was a big wall of purple magic.

"RRRAAHUUUH?" Trypticon groaned in confusion as the purple magic expanded into a force field, which pushed him away from the statue.

"RAAAAAUUUUUGH!" Trypticon shouted. Unwilling to back down, he started smashing against the force field. The pods and dents began unfolding, revealing their weapons, which alternated between the Nemesis' turret guns...and huge tow-line cables equipped with spikes in the center of swiveling three-pronged claws.

"AAAGH!" Megatron screamed at Trypticon's ineffectiness on the force field. "TRYPTICON! FOCOUS FIRE ON THE AUTOBOTS!"

Trpticon roared to show he heard his master's call, then aimed the tentancle/cables through the city, aiming for the Autobots.

"We should probably do something that Trypticon fellow, hmm?" Rarity questioned at Miko with a raise eyebrow.

"Yep!" Miko said, adjusting the analog sticks on her controller.

They flew the Jackhammer around Trypticon, beginning to orbit him and fired the torpedoes from it's spout, which all hit Trypticon straight in the face...which didn't even shake him.

Trypticon roared and fired another cable/tentacle, this one at the ship. It rammed straight the back, tearing up rear of the hull and disabling the engines.

As the Jackhammer began going down, Rarity busted of her buckle, swept Miko into her hooves, blasted a hole in the ship and levitated the both of them to safety.

"Thanks..." Miko said, clinging to Rarity for dear life.

"Miko..." Rarity said, panting heavily. "You recall when you asked about us being sisters? After that experience, I don't see how we could not be."

"Yeah..." Miko looked at the falling Jackhammer. "How upset do you think Jackie will be that we lost his ship?"

"He should understand, shouldn't he?"

Over at a different part of the city, Wheeljack shook his head as he watched ship going down. "Women can't drive..."

One of Trypticon's tentacles rose up into the air and launched for Optimus Prime. Out of all the combatants in the entirety of the city, Bumblebee was the only who noticed.

Optics narrowed in focous, Bumblebee ducked Fearstorm's punch and grabbed him, tearing his off with a pull. Fearstorm...dealt with, Bumblebee made a dash for the building of Optimus and Megatron's fight, using his extreme jumping abilites to wall-jump buildings until he reached.

Climbing up on the ledge, Bumblebee jumped into the air just in time, getting the tentacle that would've struck lodged into his own chest, which the tentacle mercilessly tore apart and open. It dropped Bumblebee to the ground and snaked away.

"BUMBLEBEE!" Optimus exclaimed, abandonig his ax and rushing over to cradle the young 'Bot. Megatron let him, because he wanted to see Optimus suffer.

"Bumblebee, are you all right? Speak!" Optimus encouraged.

Bumble, his chest now showing nothing but smashed up silver circuity, raised his hand and looked at Optimus.

Beep...bep... beep.

Bumblebee blacked out and went limp in Optimus' arms.

"Hahaha..." Megatron laughed. "Perhaps now, Optimus, you'd be willing to surrender before someone else gets hurt?"

Optimus stood very still, only the barest twitches in his arms allowing Bumblebee to roll off them. Then he drew himself to full height and looked at Megatron, with an emotion in his optics Megatron knew quite well, but was disturbed to see in Prime's gaze.
h
For that emotion...was hate.

"This has...to end. AUTOBOTS!" Optimus shouted, loud enough for all to hear. "Give Megatron's men one last, final chance to lay down their arms- if they do not take it, end it, here and now."

Even the Decepticons were shocked by Optimus' violent orders, but they still completely refused to back down.

Knock Out stood up and rubbed his head, seeing Arcee aiming straight for him with her Rifle.

"You wouldn't." Knock Out taunted.

Arcee aimed the rifle and put one straight in Knock Out's neck. Energon leaked out, and the good doctor fell back down.

Breakdown, having heard Optimus' new orders, began desperatly pounding on Bulkhead, trying to scrap him first, but Bulkhead put his Ion Displacer to good use as a shield before meleeing Breakdown away and blasting his head in.

Dreadwing was actually rather safe, his opponent, Celestia, not being an Autobot.

No one had noticed, but Soundwave had secretly using the GroundBridge to take potshots with Laserbeak, Soundwave's pet in his hand like a Targetmaster gun. Megatron had given him orders to weaponize the GroundBridge system.

There was no limit to his insanity, was there?

Chase appeared behind Soundwave, Heatwave having since, well, noticed that the GroundBridge's that been popping up and disappearing.

"I have recieved special permission from Cheif Burns to defy the social custom that 'what happens in Las Vegas, shall remain in Las Vegas'." Chase informed Soundwave.

Soundwave turned around to face the Rescue Bot, but Chase charged at him and punched in the face so hard his visor completely shattered, and the Decepticon was knocked out.

Megatron:

You're outnumbered, can't you see?

Why throw away your life so recklessly?

Optimus:

I don't need a reason why

Compared to you, I'm much more

because I would gladly die

for everything worth dying for

I've proven again and again, time after time,

I will fight you for the Autobots, for my beliefs, and for all mankind!

Megatron & Optimus:

Some how

Some way

Some time

To-day!

For the glory/for the honour, My former friend,

TODAY'S THE DAY THAT

THIS WAR ENDS!

Megatron:

You were a librarian before I found you!
You were a aristocrat when we begun!

You will be dust when we're through and done!

Looking through all this dust, dirt and grit!

Your army can't beat mine!

They'll run out of bull-ets!

Optimus:

Perhaps that much is true

But I do not need a gun to defeat you!

I may not have 'magic' to draw on for my feats,

But even so, my friends are still the source of my strength!

Megatron:

Oh please!

Spare me this!

Listen to yourself,

Spouting such heroic nonsense!

You'll run out of bullets,

And then where will you be?

Beneath my heel!

...Unless you might change your mind

And pledge your loyalty to me.

Optimus:

NEVER!

I am still me,

I am still alive,

You, Decepticon,

Are a shell of the Megatron I knew

That diiied!

For far too long I've turned a blind eye

But now...what is you say, Megatron?

'I will not be denied!'

Megatron & Optimus:

Some how

Some way

Some time

To-day!

In my name/In justice's name, My former friend,

TODAY'S THE DAY THAT

THIS WAR ENDS!

Megatron:

One shall stand, one shall-

Optimus:

WILL YOU SHUT UP!?

Optimus charged at Megatron and punched in the face so hard his 'cheekplate' came flying off. Megatron growled, unshaken by the injury, but Optimus punched him again.

Megatron snapped his blade and attempted to stab Optimus, but Optimus grabbed the fusion cannon and tore off the whole assembly, blade and all. Megatron was horrfied at the loss of his trademark weapon, his wrist sparking where it's parts had been removed. He equipped his silver knuckle on his other arm and tried to punch Optimus with, but Optimus yanked it out his hand and smashed in the head with it.

Tossing the knuckle and fusion cannon aside, Optimus converted both his arms into blades and stabbed both of them into Megatron's chest. Yellow sparks flew as Optimus carved into his old friend and enemy's chest, eventually removing a big wad of mesh.

Optimus shook the wad off his swords, then stabbed one into Megatron's chest and carved the Dark Energon in it out. Tossing the black substance away, Optimus prepared his Ion Blaster and shoved the end into Megatron's chest. Excessive, perhaps, but Optimus wanted to be sure, so he fired a shot that blew off Megatron's chest panels.

"For Bumblebee's voice box...For Zeta Prime...For Omega Supreme, Rafael, Skyquake, and all the others you have wronged in your promise and pursuit of power. For my brother, Megatronus." Optimus said, grabbing Megatron's head in his hand and crushed in it.

As Megatron's decapitated body fell away, Optimus felt the strangest, oddest sense of relief.

"It's over." Optimus whisperd to himself, looking at Megatron's corpse. "It's over..." He picked it up, lopped it over his shoulder, and jumped from building to building until he was in Dreadwing's vision.

"Dreadwing!" Optimus shouted, propping Megatron's body. "Behold what has become of your leader!"

Dreadwing growled and turned away, furious to see what slander the Prime had to say, and was in utter disbelief at the sight of Megatron's body. "No...no, it's not possible!"

"It is, Dreadwing! Or has your loyalty to Megatron made you unable to rely on your own optics?" Optimus told him. "Assume command, Dreadwing, and order a retreat- or this will happen to all of your troops."

Dreadwing hesitated, indesive, his blades lowering and raised as he attempted to pick a desion. His honor won out, however, and there was no point in honouring a dead man. He pulled out his cell phone and talked into it.

"Decepticons!...Our master is dead. I see his very corpse in Optimus Prime's hands. We have no choice. We must fall back." Dreadwing transformed.

All around, the Autobots, ponies, and humans were elated to see the Decepticons all take off, the Insecticons lifting the Vehicons unable to take flight on their own. Pinkie, Rainbow Dash, and Applejack started cheering.

A bit too soon.

"TRYPTICON DOES NOT YIELD! HE CONQUERS!"

Optimus dropped Megatron's corpse on the building and turned to face the dinosaur.

Twilight flew over to Celestia and whispered something into her ear. Celestia smiled and nodded, and took off through New York's skyscrapers.

"Girls!" Twilight shouted, flying over. "The Dark Energon made me sense something- I think my Element is inside of Trypticon!"

"Wuuuut!?"

"Inside him?"

"That's good to know, darling, but what are we to do about it?"

"I've got Celestia right on it." Twilight assured them. "Once she's done, we should be able to just hop in."

The Ponies all looked at Celestia to see what it was she was going to do.

"Isn't that how...?" Pinkie said.

"Oh, no way!" Dash said.

Celestia flew forwards, up, then down, then up again, and when she went up again...she sent off a Sonic Rainboom the color of her hair, green, blue and pink that knocked all the Autobots offline before they could even realize what hit them. The humans thought it was quite pretty, but were dismayed when their Autobots partners didn't respond.

"Wow!" Kade said. "Would you look at that, Heatwave? Heatwave? Heatwave?"

"It's done, Twilight!" Celestia shouted.

"Great! Now we just-"

"YOU HAVE NOT BEATEN TRYPTICON! YOU HAVE MERELY STAGGERED HIM!" Trypticon sorely rubbed the side of his head. "...YOU MAY HAVE ALSO MADE HIM DEAF. BUT YOU HAVEN"T BEATEN HIM!"

Twilight groaned at how her plan didn't work, and also knocked the robots on her team out.

"It's okay, Twilight!" Celestia said. "I'll draw his attention!"

Celestia fired a laser at Trypticon, which hit him square in the nose. He opened his mouth and belched out a stream of purple energy balls at her while Twilight flew around.

Landing on his side, Twilight used her magic to pry an entry hatch open and allow her entry. Once inside, she had to made a mad dash through the halls as turrets and cables mounted on Trypticon's insides attempted to remove her from his insides.

She flew gracefully to avoid all the firing cables, and eventually reached the generator room where her Element was crying out for her.

Twilight poked her face through the hole that Energon was normally put in, using her wings to keep the claw from closing on her. She used her magic to levitate it out the Energon pool.

"Gotcha!" Twilight exclaimed, taking the Element into her hooves.

Metal groaning tumbled through Trypticon.

"Thaaaaat isn't a good sound." Twilight noted.

"Twilight," Graham said through her comm. "I don't know what you did, but Trypticon's about to fall over!"

"Okay!?"

"Not okay! Not only will he crush the buildings, but the shockwave from him hitting the water will flood the city!"

"Oh my!" Twilight still wasn't trusting of the humans, but she had to draw line at destroying their homes. She couldn't very well put her Element back into Trypticon, could she?

She focused all her magic into her horn and tried to grab Trypticon, intending to use her magic to suspend until a better solution could be found, but all the strength she could muster only slowed the descent; Trypticon was still going to fall.

Unless...

"Please." Twilight prayed to no one in particular. "I need your power."

Squinting her eyes, Twilight was envopled in a flaming aura as the Dark Energon on her body glowled brighter then was seeminlg possible. Now she had Trypticon in her grip.

Straining with all her might, Twilight managed to teleport herself- and Trypticon with her to somewhere else in the ocean she could only hope was far enough away to keep the resulting tsunami of Trypticon's fall from hurting anything.

The Ponies and humans outside were totally blinded at the purple light from Trypticon as Twilight's magic did it's work. The Autobots came to just in time to see the beautiful splash off in the distance as Trypticon sunk into the waves below, more then far enough for it to pose no threat.

"Twilight...?" Applejack asked, despite how far away she was. "Are...y'all...

Boops came from Optimus' head-coom.

"Optimus," Twilight said seriously. "I hope you don't plan on leaving me here buried under ten tons of Decepticon ship!"

"No, Twilight Sparkle, I do not. Blades! Trace the signal and perform a deep sea salvage for Twilight Sparkle!"


Hours later in the Autobot base, everyone was making their last preparations to let the Ponies go back home to Equestria, now that they had Discord and all their Elements where they should be. Everyone was almost ready, except for one thing...

"NO!" Ratchet screamed. "AND THAT-IS-FINAL!"

BEEEEEP BEEEP BEEEP!

"AAAAAGH!" Ratchet walked around the corner. "Pinkie Pie, Rafeal! Could you two please explain why Bumblebee can't come with you to wave the ponies off?"

"Okie-dokie-lokie!" Pinkie answered.

Beep boop blloop! Bumblebee said, limping into the room on Autobot-stlyed crutches.

"Aw, come on, 'Bee!" Raf signed. "You have to get your rest!"

Beep beep...beep beep doo-doo wheeooo!

Ratchet shook his head. "Uggh! Fine! Activating the GroundBridge..." He pulled the lever.

"Bye Rainbow Dash! Bye Sister!" Miko said, waving them off. "I'll come kill you if you don't come back to visit!"

Dash and Rarity shared a laugh. "Ahahahah!"

Celestia leaned in to whisper to the two of them. "She's kidding, right?"

Dash and Rarity looked at other.

"You know...why risk finding out, Princess?"

"I suppose you have a point."

"Bye, Pinkie..." Raf said shyly. "Bye, Rarity..."

Jack and June didn't single out any names, just waving and smiling.

Team Prime and Discord acompanied the Ponies through the GroundBridge, where it took them to Twilight's Space Bridge on Griffin Rock.

"I wish you well on your quest to keep good ties with the humans, Optimus Prime." Celestia said.

Optimus signed. "Thank for your wishes, Your Majesty. The consquences of Megatron having revealed our presence to humankind could potentially roll for generations...I can only hope that it will end well."

"Well, should Earth prove no longer to your liking, you and your Autobots are quite welcome to come to Equestria!"

The Autobots and Ponies stared at the beckoning Space Bridge portal.

"So..." Arcee said, standing next to Rainbow Dash. "This is goodbye, huh?"

"Not forever!" Dash said. "Just...goodbye."

"I'm gonna miss you..." Bulkhead said to Rarity. "My little Wrecker..." Rarity giggled and hugged his foot.

Beep beep beep.

Doot-doot deweeeet!

"I...guess I'll miss you in some...small way." Ratchet very reluncantly admitted.

Fluttershy giggled. "I won't miss you, Ratchet...but I'll always remembered how you helped with my Insecticons."

Celestia approached Twilight. "Ready to go, my most faithful student?"

"No."

Everypony felt rather like they had just a sock with a brick inside it to the face.

"'No'!?"

"Wudda ya mean, no, sugarcube!?"

"There's still...something I have to do." Twilight said. "Something...big."

"Which is...?" Celestia asked.

Twilight began backing away from her mentor. "It's...no, I am...the alpha and the omega. The beginning and the end. I am that which is, which was, and is yet to come!"

"Twilight, what are you talking about!?"

"Celestia..." Optimus said in a dangerouly low whisper. "Get away. Get away now."

"Optimus, there is something wrong with my student and I intend to find out wha-"

A massive blast of purple exploded from Twilight's horn, which threw all the ponies and Autobots against the walls.

"Twilight!" Dash demanded, getting up. "What has gotten in...to...you?"

Optimus was the second one up, and he wasted no time getting over to Twilight. A flaming pillar was rising from Twilight's horn, and taking a...shape. Like a human- no, a Cybertronian! With large shoulders and arms.

Dirt and rock from the cavern rose out of the ground and began alining itself with the bold black pattern on Twilight's gossamer wings...which said gossamer then completely disintregrated, the rock and soil forming a new set of wings in the shape of the pattern.

The flaming specter seemingly finished forming, having completed into a Decepticon- as least asthically- with a horned head that looked quasi-Satanic.

"Lord Unicron." Optimus said without fear.

"AH." The flame addressed as Unicorn said, but its voice wasn't really a voice. More rock and soil banging on itself to make noise. It hurt the ponies' ears. "SO YOU REMEMBER MY NAME, DISCIPLE OF PRIMUS. PITY I CANNOT REMEMBER YOURS."

"Uh, somepony wanna explain me to what in the buck is goin' on 'ere?" Applejack asked.

Ratchet raised his hand to answer.

"UNICRON SHALL ATTEND TO HIS OWN EXPOSITION!" Unicron shouted. "EONS AGO, I WAS EJECTED INTO SPACE FROM MY BROTHER PRIMUS' CYBERTRON, AND BECAME ONE WITH THE PLANET EARTH. A FEW MOONS AGOS, MY DORMANT SPARK REACTIVATED FORCING THE DISCIPLE OF PRIMUS-" Unicron pointed at Optimus. "TO UNLEASH THE POWER OF THE MATRIX, SENDING ME INTO LIMBO. BUT WHEN TWILIGHT SPARKLE DIED, HER SPARK WENT INTO THE LIMBO AS WELL. WHEN THE DARK ENERGON ATTEMPTED TO BRING HER BACK, SHE RESISTED AT FIRST, FEELING GUILTY ABOUT EXTRACTING THE SPARK OF THE HUMAN'S FRIEND, BUT MY PRODDING IMPLORED HER OTHERWISE. EVER SINCE, I HAVE BEEN FESTERING IN THE RECESSES OF TWILIGHT SPARKLE'S MIND."

"That...actually makes complete sense!" Ratchet exclaimed. "It would explain so much- how Twilight knew there'd be Dark Energon on Griffin Rock- her insisence on using as much Dark Energon as possible..."

"And how she retained her memories and sense of self after her resurrection by Dark Energon, despite being unambigously dead." Optimus added.

"Be that very well as it may," Celestia hissed. "I will not permit you, Lord Unicron, to possess my most faithful student!"

"I DO NOT NEED YOUR PERMISSION."

Celestia took the air and fired a blast at Unicron, which made him dissapite and threw Twilight into a cavern wall.

"Princess!" Twilight whined. "Why...?"

Celestia's eyes widened, and her first reaction was to lunge to Twilight's aid and comfort, but Optimus grabbed her by the tail.

"No, Your Majesty. Unicron is merely trying to trick you into coming close."

Celestia bit her lip, wanting to take Optimus' word, but the sight of Twilight so distraught and betrayed broke her heart.

"Priiiiincessssss!" Twilight whined.

"Oooh!" Celestia bucked Optimus' hand and flew towards Twilight, only for a flaming purple hand to grab her.

"HAAAAA...ONCE AGAIN, YOU HAVE FAILED TO LISTEN TO THE DISCIPLE, MATRIARCH."

"No pony uses Twilight like that!" Dash declared, rearing up to charge. She propelled herself at Unicron/Twilight and Celestia, but Unicron used his connnection to the Earth to sink, his vessel, and Celestia down.

"No!" Dash said, standing over the hole Unicron had left.

"All is not lost, Rainbow Dash." Optimus said. "Ratchet, prepare the Space Bridge!"


Celestia kept her eyes shut tight as she taken several millions miles below ground, all the way into the Earth's core, which looked more like a Cybertronian building then anything she'd seeon Earth.

Once they had landed on one of the many bridge networks leading to Unicron's spark chamber, Unicron flung her against the floor, putting her face-to-face with some black metal demon with mosquite wings and jellyfish tentcales as big as she was.

"What are these?"

"MY ANTI-BODIES. PAY THEM NO MIND." Unicron pointed towards a largh hatch in the wall. "ENTER THERE."

Celestia glared at Unicron, but did as instructed.

"The door is locked." Celestia quipped.

Unicron raised his hand and clenched it through the air. "NOW IT IS NOT."

The door opened, allowing Celestia and Twilight through. They were in a large room with a empty hole in the center. Just above the hole was a collar of some sort, with a matching collar on the ceiling. A rotating sphere was levitating between the collars.

"What's that?" Celestia said, pointing at the sphere.

"MY INACTIVE SPARK. I HAD PLANNED TO USE TWILIGHT"S VAST MAGIC RESERVES TO REJUVANATE IT, BUT I BELIEVE YOURS WILL WORK JUST AS WELL."

Celestia crossed her front leg. "And what makes you think I'll do that?"

"I HAVE YOUR STUDENT. YOU WILL REJUVANTE ME, OR SHE WILL DIE."

"No, she won't." Celestia retorted. "If you kill her, you no longer have your vessel, and I no longer have any reason to heal your Spark...unless of course, you can transfer yourself from her to me, but given what you have said, I think you would've done that by now if you could, hmm?"

Unicron, for all his power and omnipotence, was taken aback by Celestia's show of defiance.

"In fact, I'll bet Twilight Sparkle is fighting your possesion as we speak!"

"PERHAPS IT WOULD INTEREST YOU TO KNOW, MATRIARCH, SHE QUIT FIGHTING ME THIS VERY DAY."

Unicron had turned the tables, as Celestia was not expecting to hear that.

"W-what did you mean?"

"TWILIGHT SPARKLE ALLOWED ME IN, SO THAT SHE COULD USE MY POWER TO MOVE THE ONE CALLED 'TRYPTICON' TO PREVENT HIM FROM DESTROYING THE HUMAN PARASITES' HOME."

Celestia was upset at this. She looked away from Unicron and at Twilight's fire-engulfed body.

"Oh, Twilight...I am so proud and shamed. Proud that you have saved the homes of so many today...and ashamed you'd let yourself be consumed by evil to do it."

Twilight's hoof raised up of it's own accord, but Unicron growled, which forced it back down.

Celestia, shaken by this revelation, consented.

"I wil restore you, Lord Unicron..." Celestia downtrodden approached the Spark and began to prepare her magic...

When a Space Bridge opened up above the two of the. Optimus, in truck mode and with his trailer attached, rolled out of it and transformed, detaching from the trailer. He jumped on top of it, using it like a surfboard against the metal floors, sparks burning from the scraping.

"Optimus!"

"DISCIPLE!"

"Unicron!" Optimus countered, jumping off his trailer. "I am here with the key to your defeat."

"OH?" Unicron said. "YOU ARE WILLING TO RISK YOUR MEMORIES TO DEFEAT ME AGAIN?"

"Yes." Optimus answered. "But I have an hypothesis that may make that unnessecary."

The trailer's door opened, and Fluttershy, Applejack, Rainbow Dash, Rarity and Pinkie Pie all hopped out in their spacesuit with their Elements equipped.

Unicron and Celestia were understandbly confused.

"I don't quite understand..."

"During mine and the ponies first altercation, the Matrix of Leadership deactived the Elements when they attempted to use it on me. This leads to believe they may very well work together."

"THE ELEMENTS OF HARMONY CANNOT WORK UNLESS THEY ARE ALL ASSEMBLED. YOU THINK YOU CAN USE THE MATRIX OF LEADERSHIP AS A SUBSTITE FOR THE ELEMENT OF MAGIC!?"

"In regards to you, yes." Optimus answered.

"...YOU'RE INSANE."

"Sometimes crazy works. Are you prepared, my little ponies?"

"Yeah!" sounded out from the equines.

Optimus' window transformed open, showing the Matrix of Leadership within it. The Matrix was a small little golden-orange thing, equipped with handles on it for holding.

"NOOOOOOOO!" Unicron shouted, making Twilight gallop over to his image could reach Optimus. A blue shaft of light shot from the Matrix and hit Unicron in the chest, immoblizing him.

The ponies all closed their eyes, not sure if it was working or not. Eventually, the Elements sensed the Matrix's energies and reacted, shooting their respective rainbow colors at the Matrix in a trapezoid. Then the beams extended past the trapezoid and around the room and Unicron, wrapping around his arms like bondages.

"NOOOOO! NOOOOOOOOOO!"

Celestia raised her wing to block the light...

As the entire chamber went was filled with blue Leadership and rainbow Harmony, before going white...