Transformers: Equestria's Darkest Hour

by JDPrime22


Belly of the Beast

-CHAPTER XX: BELLY OF THE BEAST-

“My scans indicate that…wait…is anyone even listening to me?”

-Thundercracker

INTEL: A scientist by nature, with a more upper-class air, Thundercracker stands out among his fellow Decepticons in being a fairly calm and level-headed fellow. He believes in the cause, even if he's not enthusiastic about certain of Megatron's methods. Lacking the endless ambition of Starscream and the cruel thug-like acts of Skywarp, he displays little malice towards his enemies and takes no joy from battle. For Thundercracker, conflict is simply applied physics and chemistry, nothing more than the redirection of forces and energy towards the desired target...his foes.

____________________

SIGNAL STRENGTH MALFUNCTIONED

INFECTION GROWING

-UNKNOWN-

Megatron’s red optics finally lit up in the darkness that surrounded him.

Darting his head from side to side, Megatron was baffled to know where he truly was. It seemed to be an endless void of darkness. Looking at his feet, Megatron saw only a dark ground paved around him. It was very odd…

Taking a short step forward, Megatron slowly began to walk down that long and lonesome road with absolutely no clue as to where he was or what he was doing. He stopped. Taking this time to figure things out, Megatron thought back as to what happened before he blacked out and entered this limbo.

He was fighting Prime in that Crystal Castle of some sorts, that creature known as “King Sombra” had attacked him and his hated nemesis, then…nothing… Megatron couldn’t seem to remember what happened after Sombra fired a deadly red beam straight into his-

Roaring fiercely, Megatron pointed at absolutely nothing and screamed, it took almost his entire willpower to do this since his mouth almost felt clamped.

‘Where are you, Sombra?! Come out here and meet your demise!!!’ Megatron bellowed to the darkness above him. Shortly after waiting a few seconds, an even deeper voice than his arrived.

‘HAHAHAHAHA!!! OHHHH…YOU MIGHT BE EVEN MORE FUN THAN I EVER IMAGINED! WELL, YOU WANT TO SEE ME, MY LORD? BUT SADLY…WE HAVE TO TAP INTO THAT LITTLE MIND OF YOURS FOR A QUICK PEEK.’

Hunching forward, Megatron nearly screamed in agony when a dark presence entered his already black spark and soon into his mind. He had felt the effects of Dark Energon on his very being once before…but this…this felt worse. Megatron could control Dark Energon…he couldn’t control whatever Sombra was doing to him.

After several more painful seconds, and even more grunts of frustration from Sombra, Megatron clutched his head in pain when the migraine began to pulse through his forehead. Several memories flashed through Megatron’s optics in split seconds, he saw his rule of Kaon once he was crowned, he saw himself infecting Cybertron’s core, and he even witnessed his battle with Prime on the Ark as it tumbled into that unforgiving space portal.

The dark presence was gone…with only dark chuckles coming from above Megatron’s body.

‘HAHAHA! IT MIGHT’VE TAKEN A QUITE A BIT OF SEARCHING, BUT I HAVE FOUND IT. YOUR WORST FEARS MADE A REALITY.’

Standing back up, Megatron scoffed into the air and shouted, ‘You’re an even bigger fool than I ever imagined! I fear nothing, Sombra! I am Megatron, the leader of the feared Decepticons, how can I ever be afraid?’

Sombra merely chuckled again and answered in an even colder tone, ‘WELL…WHAT DO YOU MAKE OF THIS, THEN?’

That same piercing howl caused Megaton to clutch his hearing processors. Once the howl died down, Megatron opened his optics to witness the skies turning from black to a multitude of colors, all red, orange, yellow, and gray.

Screaming soon reached him, causing the Decepticon leader to turn around to truly see what Sombra was planning for him. It was too sudden. Megatron ducked down when an Autobot ship flew right towards and crashed but not a few feet away.

‘How is this possible?’ Megatron uttered, staring completely frozen as his Decepticons rampaged throughout Autobot City, also known as Decagon Plaza. They were doing such an amazing job, his Decepticons tore apart those wretched Autobot trying to break through their lines. Megatron laughed at this. If this is what Sombra was trying to use to defeat him, it was a very weak tactic.

‘Autobots, roll out!’

‘What? WHAT?!?!’ Megatron screamed, optics landing on none other than a vision of Optimus and his fellow Autobots. They pushed forward and eventually tore through Megatron’s fleet with Ironhide coming to Prime’s aid. Megatron scowled in hatred while punching his own palm, Optimus always had a way of foiling his plans.

Sombra’s laughter returned, forcing Megatron to lift up his head at the direction of the laugh.

‘MY, MY, MY,’ Sombra chuckled, ‘THE THOUGHT OF LOSING TO OPTIMUS PRIME REALLY TEARS YOU UP INSIDE, DOESN’T IT? TO KNOW THAT YOUR ARMIES ARE BEING DECIMATED BY YOUR MOST HATED BROTHER FEELS YOU WITH FEAR, DOESN’T IT?’

Once again, Megatron merely scoffed and shouted, ‘Is that the best you could muster out?! My soldiers are replaceable! Do you think I really care if a few million of them die?’

A long silence was imminent when Sombra began to speak again.

‘HMMM…YOU REALLY ARE HEARTLESS. NO MATTER, THAT WAS ONLY A PINT OF YOUR TRUE FEARS THAT LIE AHEAD, MY LORD.’

The visions of Decagon Plaza vanished into darkness that filled the massive void. All that remained was the Decepticon leader and Sombra’s laughter.

‘What’s so funny?!’ Megatron scowled, his head darting back and forth to locate where King Sombra was.

After a few seconds, the laughter died down and Sombra spoke, ‘JUST HOW MANY AUTOBOTS HAVE YOU KILLED OVER THE YEARS? HOW MANY INNOCENT LIVES HAVE PERISHED DUE TO YOUR WILL AND LUST FOR POWER?’

Megatron clenched his fists and screamed, ‘Why do you keep asking me these questions?! You went into my mind, seen all of my precious memories of endless warfare, so YOU should know how I felt about that!!!’

‘BUT I’M NOT THE ONE ASKING YOU, I’M THE ONE SHOWING YOU…’

Another ripple of light forced Megatron to stare straight ahead as the darkness shifted into another scene. This one wasn’t moving and just appeared to be a flat picture. It was still terrifying to see.

The picture portrayed several dying Autobots on a burning landscape, screams of pain echoing from all directions. All around Megatron, nothing but rising flames and dying screams covered the darkness. And once again, Megatron only laughed.

Crossing his arms, Megatron let loose a few more chuckles before saying, ‘That’s all?! The Autobots deserve no less than the oblivion they have come to know as the supreme Decepticons! Not even the death of Cybertron could stop me from conquering the planet in MY NAME!!!’

Megatron expected Sombra to give up on these worthless mind games, they obviously weren’t succeeding. But to his surprise, and growing anger, Sombra chuckled again.

‘HOW CAN YOU DEAL WITH THE DEATH OF YOUR HOME?’

The sky shifted again. The fires died down and the screams of dying Autobots vanished. What happened next amazed the Decepticon leader. The darkness remained but several thousand twinkling stars dotted across the sky, giving a soft light on Megatron’s armor.

Not knowing what he was looking at, Megatron lowered his gaze until he found it.

A smaller version of his home planet.

This scale replica of Cybertron was detailed so perfectly. The lights and plains were dead-on while the skyscrapers stood out on the planet. This fake Cybertron looked exactly like the original, except that it was only a bit large than Megatron himself.

Megatron continued to stare at his glorious home planet, if this is what Sombra thought was terrifying, he obviously hadn’t known Mega-

Something happened…

Something….terrible.

A bright red light appeared in the center of robotic planet, several red cracks grew on the surface of the planet. Megatron began to back away. Cybertron began to shutter, the dark red core started glowing and soon enough…the planet itself exploded, sending small pieces of planetary substance that hit Megatron’s body.

Megatron shielded his face from the flying debris, immediately smacking his arms away and growling in anger. His optics were wider than expected as he just witnessed Cybertron die right before him.

‘HAHAHAHA!!! WHAT IS THAT I AM SENSING IN YOU?! THE FEELING OF FEAR! FEAR OF LOSING YOUR HOME WORLD AND ALL OF THOSE WHO RESIDED ON IT!’

The leader of the Decepticons yelled in frustration, punching his fists and growling, ‘Enjoy your little mind games a bit longer, they will not last!’

While Sombra’s laughter died down, Megatron looked ahead to see a path being made for him. The darkness around the path seemed to be receding from the area.

‘ONLY FEAR LIES AHEAD.’

‘We shall see…’ Megatron growled as he slowly made his way down the long pathway into nothingness. How was this terrifying? It was just a walk…down a dark, creepy, and lonesome path…unknown to what Sombra had in store for him.

If King Sombra had gotten into his memories, his precious thoughts and keepsakes over thousands of eons, then he might have something that could rival even Megatron.

Continuing his journey, Megatron stopped for a brief second, he thought his optics had caught something flying the darkness…must’ve been nothing. Moving forward, an Energon-chilling scream echoed throughout the void, causing Megatron to look around in shock.

Suddenly, several soft voices began to play and torture the great Decepticon leader. Megatron tried his best to ignore the demons King Sombra had put to work to intimidate him.

‘You’re going to kill us all!’

‘Dark Energon?! You’re a bigger fool than you look, Megatron!’

‘I’ve seen the horrors of Dark Energon, Megatron! It is not to be trifled with!’

‘I won’t allow you to hurt my brother!’

‘It’s Megatron!’

‘He’s back…how did he come back?!’

‘Your war is destroying the planet you want to save!’

‘We can do this together.’

‘Help us, Megatron!’

‘What’s the brilliant plan now?’

‘Let’s finish this!’

‘You killed Cybertron.’

‘Murderer!’

Shaking away the unwanted voices, Megatron almost flinched when that same terrible scream resounded in the air. The voices stopped…as did the Decepticon leader.

Megatron couldn’t believe what he was looking at, another mind game from Sombra of course, but…this felt so real. In the middle of his path, Megatron watched as an image of himself jammed his fist into Zeta Prime’s chest. Megatron’s clone disappeared…leaving the fallen Prime on his back.

‘Pathetic…you’re just bringing back my victory over the weakest Prime I had ever encountered.’ Megatron scowled, in hopes of Sombra listening. But strangely…King Sombra did not respond…and Zeta Prime’s body began to move.

‘What is this abomination?!’ Megatron shouted, taking several steps back as the body of the fallen Prime began to rise above the ground. Floating in mid-air, Zeta Prime turned to face the great Decepticon leader, his once blue optics turned to black.

When Zeta Prime’s ghost began to speak, it sent chills down even Megatron’s exoskeleton. It sounded like a mixture between Zeta Prime and a nail scratching against rusting metal.

‘Do you see the terrors you have caused over the years, Megatron?’ Zeta’s ghost ask, ‘All the Autobots you have vanquished, but not just them, innocent lives as well, the dead of Cybertron don’t take kindly for their final resting place to become nothing but a dead rock in space.’

To Megatron’s surprise, the ground around Zeta’s floating body broke apart and long robotic arms busted out. Megatron backed away when several undead Autobots rose from the ground, Energon leaking out of several wounds and gashes across their bodies.

‘No…’ Megatron stammered, taking several more steps back as the dead slowly approached him. Zeta Prime continued with his floating body moving closer to the Decepticon.

‘Once we found your worst fear, it was almost tantalizing to know that you do not fear losing precious Decepticon brethren, you do not feel afraid when your home world dies, but you do fear….’

‘S-stay back!’ Megatron shouted, whipping out his riot cannon just as the undead Autobots surrounded him in mere seconds. The Decepticon looked up one last time at the fallen Prime; Zeta looked at him and flashed a chilling smile. Black droplets of darkness fell from his empty optics.

‘What you fear most….is death itself.’

The dead sprang forward and latched themselves onto Megatron’s body. The Decepticon leader shook them off furiously and fired random shots from his cannon to possibly hit the undead vermin slowly overtaking him. It was hopeless.

Megatron twisted and lashed out against the undead biting his armor and chewing away at his helmet. He couldn’t hold them all back and fell down, head facing upwards while the dead of Cybertron overcame his vision.

Megatron looked up one last time to see Zeta Prime’s body hovering above him, a long spear held in his right hand.

‘Stop! NO!’

Zeta Prime reared back, lifted up the spear, and jammed it directly in Megatron’s chest. The Decepticon leader howled in agony as he lifted up his hand in the air, in hopes if one of his fellow Decepticons would come to his aid…..nothing could save him now.

Just as an added pleasure to Sombra, Megatron watched in utter terror as a vision of the Autobot titan, Metroplex, appeared behind Zeta Prime, easily towering over all of them. He screamed in a mixture of shock and agony. The pain he had suffered from that colossus had destroyed his very spark back on Cybertron. It was a horrifying image. Those piercing red optics stared down the Decepticon leader in his most desperate hour of need, that wretched Autobot symbol on its chest glowed as red as the fires that destroyed Cybertron. Zeta Prime dug his spear in deeper to make sure Megatron wouldn’t escape. If the spear and the dead feasting on his body weren’t enough to kill him…this certainly would.

Metroplex lifted up his massive fist above his head.

‘NOOOOOOOOOOOOOOOOO!!!!!!!’ Megatron screamed as Metroplex brought his fist down right on top of him, crushing everything it enveloped.










‘YES…YEEEEESSSSS! I FEEL IT!!! YOUR FEARS ARE GROWING SO MUCH STRONGER NOW! IT GIVES ME GREAT HONOR TO BREAK THE GREAT LEADER OF THE DECEPTICONS! YOU ARE MINE NOW…MEGATRON ….MY NEWEST SLAVE.’

____________________

Light.

Light finally returned to the draggy pony’s head as did the rest of her senses.

Applejack felt the hard crystal ground on her tummy, indicating she had passed out on her stomach. Upon further realization, Applejack opened her eyes and looked around to see the rest of her friends all lying down…possibly unconscious.

A powerful soreness suddenly sprang to her forehead, causing the farm pony to lift up her hoof and rub the spot in pain. Hearing the crystal shards clang under her hat, Applejack suddenly remembered all that had happened.

That giant…tentacle…came out of nowhere and crashed straight through the window right when she had passed out. The sudden explosion may have caused that.

“Ugh…is everybody alright?” A familiar voice called out.

“Yeah…I’m fine. What about the-?”

“Quickly, there over here! Oh scrap! They’re out cold!”

Applejack moved her head to the right slightly to see a blurry version of both Jazz and Cliffjumper trying to wake up Twilight and Fluttershy. Suddenly, a dull sight filled her vision as the blue visor bent down closer to her face.

“You guys, Applejack’s awake!” The Autobot yelled with slight relief.

Turning her head over, she was about to set it back down when the drowsiness began to take over again. Instead, she felt a giant hand slowly grab her underbody and lift her up.

“Come on now, girl, you can get up.” The Autobot smiled down at her.

Finally getting to her hooves, Applejack shook away the weariness and looked up to her savior. Giving a thankful nod, Applejack smiled and said, “Thank ya, Swoop.”

Again, shaking her head to get out all the drowsiness, Applejack looked around to see the rest of her friends finally waking up with help from Jazz and Cliffjumper. A slight chill caused the orange-colored mare to quiver and turn towards the draft.

She quietly gasped to see a massive hole replacing the wall.

From their height in the air, a cold chill was obviously expected, especially in the Arctic North. Now that the shield was broken, Applejack could clearly see the snow falling from the sky and enter the empire. What could have been so powerful as to cause a hole this massive…along with destroying a Decepticon ship?

“Oh mah stars…” Applejack breathed and continued to stare wide eyed out in the open. A sudden soft chatter brought her head back to the group.

Nosing her way passed her friends, Applejack took quick notice to Rarity complaining…yet again. After Bumblebee helped Rarity back to her hooves, she gave a polite thank you and immediately turned towards Jazz, who she presumed to be the leader of the group.

Clearing her throat politely, Rarity began, “Pardon my foul language but…WHAT THE BUCK WAS THAT?!?!”

Cliffjumper stared at her with his optics wide, he never expected Rarity to be acting this way. But…war does have a way with changing people…or ponies. Taking a step back, obviously surprised, Jazz nervously kicked the nearest broken crystal and said, “What you saw was a tow cable.”

“That was a tow cable?!” Pinkie gasped, “That thing was HUUUUGE!!!”

Gently nudging Pinkie Pie, Twilight stepped forward and quickly explained, “What Pinkie is trying to say is that we’ve never really seen a tow cable that large. It almost looked like it was controlling itself.”

Cringing in thought, Cliffjumper looked towards the violet unicorn and said, “Yeah…that’s because they can.”

Curious, Twilight tilted her head and said the only thing that came to mind…

“Huh?”

Cliffjumper chuckled a bit, Twilight was so cute in a nerdy kind of way. Right before he was about to explain to her how these tow cables worked, a high pitched scream came from behind them.

The Autobots spun around, the ponies quickly trotted under their legs to see Fluttershy shaking uncontrollably at the open hole in the wall. When they came to her side, the five mares had their attention on her while Jazz and the others lifted their heads out into the open air, gasping in unison.

“Fluttershy, darling what’s wrong?” Rarity asked as she stroked Fluttershy’s messy mane, trying her hardest to make all her friends more presentable just in case they ran into Princess Cadance again. The Pegasus only mumbled something inaudible.

“Can ya say that again?” Rainbow asked with her head in lower.

Again, only mumbles escaped her lips.

“Didn’t quite catch that.” Applejack frowned and leaned in.

Taking a deep breath, Fluttershy pointed her hoof out into the open and-

“Everybody, inside! NOW!” Jazz screamed and immediately backed away from the hole. Fluttershy sighed with relief, she didn’t have the courage to say it anyway.

“What’s going on?!” Twilight practically screamed back, nearly trampling over her friends to get a peek outside the large hole on the side of the building. What she saw nearly caused her to leap out of her skin.

The Nemesis hovering menacingly above them.

She actually got a good view of the massive flagship. The sinister craft hovered above their heads, even higher than the skyscraper. The six mares only got a good view of the underbelly of the ship. It was jet black in color, with several purple lights scattered across the hull. The design for the ship exemplifies the essence of the Decepticons: its ominous, dangerous appearance emanates a sense of forbidding and evil. Its deep purple glow hints at the iconic Decepticon insignia on the side of the ship, but most importantly, the Nemesis possessed sharp points and razor edges. It obviously didn’t appear safe, like it somepony was brave enough to touch it, they would probably get cut on its surface.

The sense of forbidding dread the ponies perceived when they witnessed the Nemesis hovering above them changed into shocked terror after the Decepticon vessel fired its sinuous, serpentine tow cables directly towards them.

Scrambling back inside, the five mares gasped when Twilight didn’t move, her body frozen in shock and wonder. Twilight looked off the edge of the massive skyscraper, her eyes hard focused on the tow cables as they impaled the side of the building with intense speeds. A massive tremor rocked throughout the building, causing everybody inside to shake.

Without warning, another set of tow cables launched out of the Nemesis and hit the floor directly below Twilight. After the tremor had passed, Twilight had lost her balance, falling right off the edge.

“TWILIGHT!!!!!”

The unicorn screamed as her fate was sealed.

____________________

Decepticon Leapers never had this much fun.

Most of the time, they were usually sent around to scavenge extra pieces of Energon cubes around Cybertron’s wastelands to take back to base. But today was different. This was the day that the Decepticons would finally save their home world. The day that Equestria falls and Cybertron rises.

The Decepticon Leaper could already taste that sweet Energon flowing down his throat. With this planet’s rich source of energy, the newly enhanced Energon would be as smooth as a protoform’s bottom.

But they stopped moving on their rampage down the city…when several feminine screams reached their hearing processors.

Lifting up their heads, the Leapers located a large skyscraper of some sorts. From that, they knew the girly screams definitely came from above them…and from the building.

“Ya hear that?” One of them asked, “I’ve never heard an Autobot make that kinda noise.”

The others nodded in agreement, obviously too stupid to think of a better explanation. One of them stepped forward, lifted up his fist and shouted, “Ya know what, I bet those target ponies are up there just waitin’ to get squashed!”

“Those girly ponies do scream like that,” One of them ventured, “I say we go for it!”

The leader of the group raised his fist and screamed, “Everyone who votes to attack the skyscraper say Aye!”

“AYE!” They all screamed in unison.

Spinning around, the leader of the group faced the skyscraper, bent his legs, and leaped upwards with his boosters giving him some extra support. The large group of Leapers followed close behind him, their bodies penetrating the skyscraper in a few seconds flat.

They didn’t even take the time to notice the Nemesis hovering close by.

____________________

Maybe her fate didn’t revolve around this moment.

Before she knew it, Twilight stopped falling, causing her to slowly open her eyes. She saw her hind legs dangling below her along with the streets of the Crystal Empire barely in range. Her hoof felt tight forcing Twilight to see her savior.

Cliffjumper held onto the sides of the hole as he gripped Twilight’s hoof tighter and tighter, not even daring to loosen his grip and let her fall. Opening his optics, Cliffjumper clearly saw the fear on her face and holstered her up with all his strength.

“Don’t worry, Twi,” Cliffjumper grunted, “I gotcha!” He finally pulled her out of the cold open air and into the crumbling remains of the crystal skyscraper.

Once inside, Cliffjumper dropped the unicorn near the rest of her friends where they all shared a quick group hug. A sudden scream brought them back to the real world.

Looking around frantically, Jazz knew that the Nemesis was going to tear this building apart from its immense power. He had only one thing in mind. Whipping out his scatter blaster shotgun, Jazz pointed towards the stairs and yelled, “We gotta get outta here now! The entire building’s gonna fall!”

Another explosion brought their heads back to where they saw, to their horror, a large tow cable squirming inside the skyscraper. The ponies’ screams caused the cable to stop moving and face them.

Opening up, the tow cable launched right for the ponies, a perfect kill.

“NO!” Jazz screamed, firing his grapple hook at the tow cable and yanking hard. The massive cable broke contact, squirming furiously inside the building causing a massive amount of damage. The mares backed away from the serpentine beast, their backs hitting the wall.

Jazz continued to struggle even more of the power this tow cable had; it wouldn’t be long before his grip on it shattered. Turning towards his group, Jazz shouted over continued struggles, “Get the ponies out of here! The tow cable’s not gonna stop until it knows they’re dead!”

“I got it!” Bumblebee screamed, quickly jumping in front of the ponies and holding out his arms. They stared at him for a few seconds, still frozen in place with that snake-like beast slashing behind Bee. Bumblebee’s optics softened as did his voice, “I promise nothing’s gonna hurt you. We have to go now.”

It only took a quick second before Fluttershy flew into his right arm, crying softly into his chest. Applejack looked back her friends, their expressions anything but calm. Jumping forward, Applejack landed perfectly in Bee’s left arm. Standing up, Bumblebee held the two mares close in a protective embrace.

“Who’s going to carry me?” Rarity whined.

As quickly as she asked that, Cliffjumper appeared and held out his arms. Taking kindly to Cliffjumper especially, Rarity stumbled into his grasp as the Autobot held her close to his chest.

“ME NEXT!” Pinkie screamed, practically leaping into Cliffjumper’s other arm. With both mares safely secured, it was time for the final two.

Cliffjumper and Bumblebee turned back, their optics frowning at the three Dinobots who refused to move. Even the four mares clutching their savior’s arms looked up at the Dinobots. Exchanging nervous glances, another ripple of power erupted through the building, eventually letting them reach a decision.

“Okay, I’ll do it!” Snarl groaned, not really keen to holding two ponies in his deadly grasp. He was pretty sure whoever stayed with him was going to die.

Once he got in front of them, Snarl held out his arms for the ponies to hold on to.

“I don’t wanna be carried!” Rainbow Dash screamed over the explosions, her mounting frustration growing when the building continued to rumble.

Snarl groaned and shouted back, “Does it look like I want to carry you?!” Rainbow Dash could obviously see that Snarl wasn’t happy about this as much as she was, probably even angrier than she was.

Sighing, Rainbow Dash nodded and huffed irritably, “Fine…but be careful!”

“No promises.” Snarl quietly stated, watching the Pegasus climb into his arms. Once she was secured, Snarl lowered his other massive hand and watched as Twilight Sparkle gently stumbled upon it. Tightening his grip around them, Snarl felt as Twilight pressed her hooves against his chest and clung on for dear life.

Maybe he did have to make a promise to them after all…so they wouldn’t get hurt.

With the Elements of Harmony safe in the arms of three of the most powerful Autobots who ever lived, Slug and Swoop pointed down the long stairway while Jazz finally released his grappling hook from the slithering beast.

“Let’s go while we have the chance!” Jazz screamed, firing his grapple hook towards the exit. He was immediately flung forward where he entered the stairway. Swoop and Slug escaped the top floor with Snarl, Bumblebee, and Cliffjumper right behind them.

Bumblebee was the last one to escape, with Fluttershy trembling once she saw that tow cable trying to attack them. But Bee was faster and made into the darkness right before the cable could take him and his little ponies out.

The race for survival had begun.

____________________

The only word that ran through Twilight’s mind was fear.

It was all around her, everything seemed to have turned into a hellish nightmare with no end. She held onto Snarl’s chest tighter, trying her hardest to imagine it was a shield to protect her from the terror. Explosions were constant as the skyscraper continued to tremble as more and more tow cables destroyed the outsides.

Twilight feared for her life as Snarl ran down the stairs, eventually causing them to shake from the massive weight these Autobots had. She just prayed that the stairs didn’t give out while they were still at a high level.

She looked over to Rainbow Dash who bore an expression similar to the one she was feeling in her gut. Twilight could only stare at her cyan friend, the Pegasus didn’t move a muscle as she held onto Snarl’s arm.

Continued explosions rocked the skyscraper while Twilight forced her eyes to stay open, just to make sure they were going to make it out of this place alive.

But what happened next…just lowered their chances.

The skylight broke apart, causing the group to look up to see what had entered. They had fully expected to see another tow cable to smash its way in here, but they were even more shocked to see a Decepticon Leaper land right next to them.

The Leaper stood in front of the group, not letting Jazz to continue forward. Chuckling at the pitiful sight of the Autobots carrying ponies, the Leaper shouted, “You Autobots disgust me! Actually helping these pathetic excuses for life proves that none of you deserve to-GACK!”

A large tow cable busted right through the wall and impaled the Leaper.

Jazz stared straight ahead as the tow cable suddenly brought itself out with the Leaper still stuck onto it. Once the tow cable had exited the building, Jazz stuck his head out and gasped in awe.

Several Decepticon Leapers fell from the sky and tried to penetrate the skyscraper, the one they saw was probably the luckiest one because the others didn’t even make it. The other Leapers were taken out by missiles in mid-air, their body parts slowly falling to the ground.

Part of Jazz wondered who would be helping them, the other part just wanted him to hurry the scrap up!

“Okay….let’s keep goin’!” Jazz shouted, continued to race down the steps until he reached another floor. He turned around to see the rest of the Autobots make it inside with the ponies safely secured.

This room wasn’t any larger than the others, but still big enough to fit six Autobots and six ponies. Trying to locate the next fleet of stairs, Jazz ran to the middle of the room with the others following, his smile of relief finally grew back when he had found it.

“The stairs are this way,” Jazz explained, “Hurry so we can get out of this fallin’-!”

It was almost too fast.




The building shook relentlessly, actual causing the Autobots to loosen their grips and let the ponies break free from their grasp. The Autobots continued to tumble all across the floor with the mares following them.

Bumblebee grabbed onto a large crystal-like pole on the side of the wall, his optics finally locating the large wall at the end of the room. What he saw….

“By the Matrix…” Bumblebee gasped at the Nemesis hovering above.

____________________

The Nemesis had successfully launched a large number of sinuous tow cables to the already breaking building. They terminated the outer walls with ease, and even did some heavy damage on the inner support of the skyscraper. It wouldn’t be long now.

Suddenly, the Decepticon vessel located a massive quantity of Leapers heading straight for the building. It couldn’t allow these soldiers to take out the Autobots…especially the ponies. It wanted them personally.

Firing a barrage of endless missiles, the Leapers disintegrated right in front of the Nemesis’ bridge….allowing the ship to reign over the skies.

Its anger was growing, no one controls it now. The Nemesis straightened its tow cables until it had heard a loud CRACK! The tow cables had down their duty…the skyscraper was beginning to collapse. Those Autobots and ponies won’t now what’ll hit him before it’s too late.

Backing away from the collapsing skyscraper, the Nemesis chuckled from the inside.

____________________

Any type of fear before was forgotten.

This new type of fear…this fear that everypony felt intensified to a level they had never believed was possible. Twilight and her friends had only felt like this so many times before, fighting for their lives on Cybertron, stopping Discord’s second reign, and now…the final battle of the Autobot/Decepticon civil war.

For the skyscraper was tipping.

They tried to find a wedge somewhere on the ground, but nothing was found, not even a sharp crystal pointing out of the ground. It wasn’t long before the building began to tip which caused the six mares to slide across the floor and closer to the hole in the wall.

Rarity screeched, her hooves smacking on the crystal floor to try and grab onto something as she slowly slid to the open hole. Rainbow Dash, who happened to be flapping her wings to stay from sliding, shot a glance towards Rarity and gasped.

“I’m comin’, Rarity!” Dash screamed and zoomed towards her elegant friend. Quickly scooping her up, Rarity sighed with relief and looked up to her cyan friend.

“Thank you, dar-“

She never got to finish when a large crystal block hit Rainbow Dash in the back of the head.

Rainbow’s eyes shifted to an abnormal state. One of them facing upwards while the other faced the floor. Her wings gave out and before they both knew it the two mares were sliding towards the exit. Rarity screamed and flung her hooves in the air uselessly as they both slid closer and closer to their doom.

With Rainbow Dash unconscious, Applejack had already scooted over far enough to where she missed the hole and instead hit the side of the wall. She looked up to see both of her friends slowly sliding to the hole.

“Ah gotcha!” Applejack screamed and grabbed Rainbow’s tail with her mouth. Yanking back, Applejack pulled Rainbow’s body to safety and quickly grabbed onto Rarity.

“OW! You’re pulling on my mane!” Rarity cried, her hooves smacking all over the ground around her. Applejack struggled against Rarity’s continued slaps across the ground; she could barely get a good grip on her mane.

Rarity accidently slapped Applejack across the face, causing Applejack to release her grip.

“RARITY!” Applejack screamed as she watched in utter horror as Rarity fell from the skyscraper and down to the earth. She could hear Rarity’s screams of terror as she continued to fall. With tears already forming, due to her failure to save her friend, a new sound came from behind the farm pony.

“I GOT HER!”

Spinning around, Applejack ducked as Cliffjumper leaped right over her and smashed through the wall. The farm pony looked down to see the red Autobot fall right towards that little white dot.

Before she could get back up, another tremor passed through the entire building, causing the rest of the mares to fall down. Applejack looked up and immediately covered her head (also to protect the crystal shards) as Twilight, Pinkie Pie, and Fluttershy landed right next to her.

Applejack looked around to see three of her closest friends all in pain from the sudden fall. Fluttershy’s wings were unnaturally close to her body, indicating that she was too frightened to fly in the first place.

Fate just wasn’t on their side today…

The ground below them cracked.

Shooting nervous glances one last time, the four mares screamed as the ground shattered and they fell to their dooms.

Watching the six mares disappear, Bumblebee knew that he would rather give up his life than watch the ponies die this kind of way. Be it brave or stupid, Bumblebee released his grasp around the pole and fell straight into the hole and out of the building.

Jazz looked around; the ceiling along with the rest of the skyscraper was already gone. What really mattered now was saving the Element Bearers.

“Well, what are you guys waitin’ for?” Jazz screamed and jumped right for the hole, “LET’S GO GET ‘EM!!!”

Swallowing hard, the three Dinobots let go and allowed their bodies to plummet to the earth below them. With the two Dinobots falling, Swoop transformed in mid-air and flapped his wings to allow stability. Granted with the power of flight, Swoop took off to find the little ponies.

This was going to be hard…considering the rest of the skyscraper was falling right behind him.

____________________

Twilight had only felt like this once before.

The high winds hissing passed her ears, her mane flinging wildly in front of her face, her entire body falling like a rock as she and her closest friends plummeted towards the ground below them. With her eyesight somehow blinded, she managed to catch a large portion of the crystal skyscraper break off from the base of the tower and fall towards her.

Like anything could get any worse…now they had a building heading right for them.

The unicorn shivered as the cold winds blasted passed her tiny body, but that’s not the only reason she was shivering. Twilight was screaming her head off along with Pinkie, Fluttershy, and Applejack. Rainbow Dash flung uselessly into the air like her body was a ragdoll. The sense of death was quickly reaching her, it wouldn’t be long before she hit the ground and died on impact.

Yes, she did have this type of fear before. When she was slipping off that cliff at the Everfree forest, luckily Applejack was there to save her and tell her to trust her. But no one was there to save them this time…not even-

A loud screech came from above, causing the unicorn to open her teary eyes and see that winged beast heading right for her at unreal speeds.

The beast got closer to her until it caught up to the unicorn…and caught her.

Twilight shielded her eyes, somehow frightened as to not knowing what this beast was to do to her. Feeling a hard surface hit her belly, Twilight opened her eyes and looked down to see that large beak protruding from the rest of the body.

“SWOOP,” Twilight squealed with joy, “You saved me!” She finished by wrapping her hooves around Swoop’s neck in a show of affection.

“Hey, no problem!” Swoop said with his beak moving up and down, “But ya better hold on tight because I’m about to go real fast!”

Twilight only had a short second to grab onto Swoop’s neck as he blasted downwards towards the rest of her friends. Twilight squinted and managed to see the orange, pink, blue, and yellow dots coming into range.

“Swoop,” Twilight shouted over the heavy winds, “You gotta save Rainbow Dash! She’s knocked out so she can’t fly her way out of here!”

Swoop nodded and screeched, “Save Rainbow Dash first, got it!”

Having no time to react, Twilight grabbed onto Swoop’s neck as he began to go fast enough to break the sound barrier. Twilight opened her eyes only slightly to see Rainbow Dash coming in fast, while the rest of her friends fell out of sight.

Quickly spinning forward, Swoop brought his feet forward and opened them to catch the cyan Pegasus. Twilight looked over his shoulder, her mane blowing wildly across her face as she watched Swoop lean in closer and closer.

“I….GOTCHA!” Swoop screamed in triumph as his talons wrapped around the unconscious pony’s body, securing the knocked-out Rainbow Dash. With the two ponies safe, Swoop looked around to try and locate the others…until a voice came from behind the two.

“LOOK OUT!”

Swoop flapped his wings so hard that he nearly dodged the white bullet formerly known as Jazz. The Autobot soared right passed him. Twilight hung onto Swoop’s neck and looked down to see Jazz dodging the falling debris.

“Wow…”

_____________________

Jazz flipped and dodged and spun and kicked his way through falling pieces of crystal debris to get to his targets close in range. Using his grapple hook as an extra boost, Jazz shot the blue beam directly onto a large crystal rock free-falling from the skyscraper.

Jerking himself forward, Jazz busted straight through the rock and faced straight ahead into the heart of chaos. His speeds began to go unquestionably fast. Not even Jetfire could have gone this fast before.

“There you are…” Jazz whispered to himself as he finally found the bright pink dot screaming. Trying his hardest to gain more speed, Jazz straightened his body out and found himself moving even faster. It wasn’t long now…

“AHHHHHHH!!!!!” Pinkie Pie and Applejack screamed in unison, Applejack’s hooves covering her head to protect the shards.

Aiming his grapple hook forward, Jazz yelled, “I’m comin’ for ya!” He fired one final beam directly into the nearest piece of crystal rock straight from the collapsing skyscraper. Using speed to his advantage, Jazz reared forward and held out his arms.

He reached forward and grabbed both ponies, immediately jamming them into his chest for protection. Pinkie Pie looked up; her eyes brimming with tears as she finally caught view of Jazz’s blue visor.

Jazz looked at her and flashed a grin.

“I gotcha, girl.”

____________________

Bumblebee had one goal in mind: save Fluttershy.

He could barely see that little yellow dot as he increased his speeds tenfold to catch up to her. Why wasn’t she flying? Bumblebee knew she could fly!

Ignoring the questions in his head, Bumblebee squinted with his head faced right towards the ground. Falling right passed him were several large quantities of crystal debris, possibly from the skyscraper itself.

With his speeds increasing, Bumblebee dodged the debris with his optics dead set on finding and protecting his little pony. The ground was approaching faster. If he didn’t find Fluttershy soon she would probably-

Shaking the fear of losing his little pony away, Bumblebee squinted harder this time.

He heard it….a faint scream.

“Is it…? Yes…YES! I’M COMING, FLUTTERSHY!!!” Bumblebee shouted, his speeds increasing.

With the ground approaching nearer and nearer, Bumblebee’s head jerked left and right to find the yellow Pegasus. It was getting closer…

“Bumblebee!!!”

Looking down, the Autobot gasped when he saw that tiny yellow dot flinging helplessly in mid-air. Aligning himself with his environment, Bumblebee got closer to the nearest piece of debris and flew in front of it. Pressing his feet on it, he pushed off, letting nature take its course.

The speed he was going at was unbelievable. Bumblebee almost didn’t have a chance to react when that butter Pegasus came into view.

“HELP ME!” Fluttershy screamed with her mane flowing wildly passed her eyes.

Reaching out with his right hand, Bumblebee could feel Fluttershy’s soft hoof reach for him. It was too late. The ground was so close now. He had failed.

“NOOOO!!!” Bumblebee screamed and gave one final push. He grabbed her hoof and pulled Fluttershy into his chest. Spinning around, Bumblebee allowed his back to penetrate the ground with such an intense force that he blacked out on impact.

He passed out right after Fluttershy started crying.

___________________

Cliffjumper truly did live by his motto: I leap before I look.

In order to save fair Rarity, Cliffjumper leaped right into danger before anticipating the resulting impact his actions may have upon others. Nevertheless, the Autobot harnessed his blazing speed and audacious courage to perform a death-defying feat in order to save the pony he loved.

It really did result in total cataclysm.

All around him, Cliffjumper could see nothing but falling debris and approaching ground, but thanks to Rarity’s screaming he was able to find her quickly before anything could’ve happened.

“HOLD ON, RARITY!!!” Cliffjumper screamed, holding out both arms to the terrified filly only inches away from his grasp. Rarity continued to cry her head off as she plummeted like a rock to her death below.

Once he got a hold of her hoof, Rarity stopped screaming and looked up with terrified eyes to see the red Autobot falling with her. His hand soon brought her closer, sealing the emptiness both of them felt as he brought her close to his chest.

Rarity lifted up her head, her eyes as big as can be when Cliffjumper shouted, “Hold on tight, this might be a little rough!”

She acknowledged and clung onto Cliffjumper’s right arm for protection. Once she was secured, Cliffjumper dodged the incoming rocks falling at speeds he outmatched by a landslide. Turning and actually trying to fly, Cliffjumper quickly saw the ground approaching.

“You gotta trust me on this, Rarity!” Cliffjumper looked down to the alabaster unicorn in his right arm, his optics pleading.

Rarity lifted up her head again, her expression confused as to what the Autobot was planning. She started screaming again once Cliffjumper let go of her.

“AHHHHHHHH!!!!!” Rarity screamed once the ground began to approach closer.

Cliffjumper had to act fast. Dodging the incoming rock that was meant to kill both him and the unicorn, the red Autobot pushed forward with his body straight, gaining even more speed. It wasn’t far from now. The ground was so close.

Reaching out, Cliffjumper scooped up the screaming unicorn once again and held her body tight. He planted his feet downwards.

CRASH!

Cliffjumper held his ground. The entire earth began to shake around him. His legs felt wobbly and sore from the impact. Once the dust cleared, Cliffjumper fell to his knees while still holding the trembling equine.

“It’s okay….Rarity…I got you…nothing’s gonna happen…” Cliffjumper wheezed with his legs in a tremendous amount of pain. As long as Rarity was safe…that’s all that mattered.

The unicorn lifted up her head from Cliffjumper’s arm, her entire body shaking uncontrollably. More tears found their way to escape her blue eyes and fall from her cheeks. She looked at Cliffjumper; a relief-filled sigh filled the Autobot’s hearing processors.

“T-thank you, C-Cliffjumper…thank you so much.” Rarity cried, clutching Cliffjumper’s right arm as she sobbed quietly.

Even with the pain, Cliffjumper forced a smile and petted her mane to keep it the way she liked it. Rarity looked up at him, her eyes growing wide with shock.

“Hey…anytime, Miss Rar-“

“Cliffjumper, look out!”

Almost instantly, two loud crashes came from behind. Holding the unicorn tighter, Cliffjumper spun around and gasped at the sight.

Snarl and Slug penetrated the crystal streets with such intensity that they created small craters from their impact. The two Dinobots lay motionless, groans of pain emanating from the two. Cliffjumper began to approach them.

“Guys…are you alright?!” Cliffjumper yelled while Rarity gripped his arm harder.

The Dinobots didn’t answer and continued to stare upward, Snarl’s red optics growing wide in terror. Neither Cliffjumper nor Rarity had a chance to help them…for a piercing scream came from above…

Looking towards the skyscraper, Cliffjumper backed away when he witnessed the upper portion of the tower crumbling. Large remains fell right for them! Rarity continued to scream with fits of crying reaching the Autobot.

He couldn’t get away from this…he wasn’t fast enough.

Looking at the trembling pony in his arm, Cliffjumper bent down with his back facing the sky. His body created a shield to protect the Element of Generosity. Rarity looked up at him, eyes wide with horror.

“Keep your head down!” Cliffjumper screamed right before the entire building fell.

Rarity shut her eyes tight.

The darkness that surrounded her quickly fell upon them.