The moon hung high over a small pony settlement on the edges of the badlands. Ponies that lived there were strong and hardy, they had to be if they wanted to survive. However there always came a time when hard work had and perseverance had to give way to rest and relaxation. And for one such resident of this seemingly quiet frontier town, rest and relaxation meant taking part in the more carnal pleasures of life.
“W-woah…” he gasped, flopping onto the bed. “t-that was, amazing.”
“You weren’t half bad yourself love,” his partner cooed, placing her hoof on his sweat-drenched chest, “ready for another round?”
“Already?” he asked popping his head up, “that’d be the fifth time tonight!”
“I can’t help it if I want you so badly,” the mare said, trying to pull him in closer, “come on, a few more times won’t kill you~.”
“Yeah, but my boss will if I don’t show up for work in the morning,” he replied pushing her away, “I need all the rest I can get after those last few rounds sweetheart, I hope you understand.”
“Unfortunately I do…” the mare said in a disappointed sigh, “Such a shame too, you were such a fertile male.”
“What are you talking about? Fertile-“
The stallion’s words fell short when he saw his lover’s eyes flash green before she was totally engulfed in green flame. Seconds later the flame subsided, leaving a smoldering green circle around where the mare once stood, only now in her place stood a tall black figure with a stringy green mane. Large green eyes stared directly at him, soon followed by a toothy smile.
The stallion tripped over himself, not believing what he was seeing. The insectoid creature took a step towards him, forcing him into a corner; with nowhere to run the stallion looked in terror to what was once a beautiful mare.
“Oh, what’s the matter baby?” Chrysalis asked, her grin growing ever larger as a small trail of saliva began to flow from her lips, “I just want another taste.”
Two ponies stood outside the room watching closely for signs of anything that could be perceived as a threat. The door behind them creaked slowly, causing them to jump in their skin. Chrysalis slowly emerged from the room, carefully wiping a reddish substance from her mouth.
“How was he?” Scout 391 asked, “He seemed-“
“A bit stringy,” Chrysalis interrupted, looking back to the room, “I wish ponies these days would stop worrying so much about their weight.”
The two sentries looked to one another uneasily as their queen slowly walked past them, knowing full well what she had done inside that room. Small plumes of green flame engulfed the two revealing their true nature. The pair of changelings took to either side of their queen, looking to her uneasily as she blankly stared out the window. After several eerily quiet moments Scout 391 looked over to her counterpart, signaling him to bring up what they had talked about while she was in the room with her unfortunate lover. Taking a deep breath he gingerly tapped the foreleg of his queen, knowing full well that it could be his last act.
“Yes Sentinel 34?” She asked, looking to him with annoyed eyes, “what would you like to ask me?”
“W-well my queen,” he stuttered, slightly cowering in place, “Scout 391 and I have been talking and-“
“Talking you say?” Chrysalis interrupted, her neutral expression replaced by a frown, “and here I thought I said the two of you should keep watch.”
Sentinel watched in silent terror as the look on Chrysalis’s face turned more murderous with each second. He knew he wouldn’t be able to run or fight back, so he did the one thing he could do; close his eyes tight and pray it would be over quickly. He braced for what he thought was going to be a killing blow, but instead he felt the soft touch of his queen’s hoof brush across the top of his head and down to under his chin. Warily opening his eyes he saw a warm, motherly expression on her face, almost as if she was patiently waiting for him to continue what he was saying. Deciding to take the gamble, Sentinel took in a deep gulp before moving forward.
“M-my queen,” he continued, uneasily resting his head on her hoof, “Scout 391 and I are the last of your former swarm, and because of that we were wondering if you would grant us permission to have actual names, We’ve-“
The hoof that once held Sentinel like an infant suddenly slammed across his face, sending him into the far wall with a seemingly bone shattering thud. Scout 391 tried to rush to his side, but was soon pinned by Chrysalis’s other hoof.
“You think you’re unique?” she hissed, pressing her hoof down harder on Scout’s neck, “you think that there was never another like you? I could produce hundreds upon thousands just like you if given the right conditions.”
Her eyes shifted over to the wounded sentinel who was helpless to fight his queen’s magic as it brought him before her. Once he was in front of her she slammed him to the ground, cracking the wooden floor as she did so. Soon after, she kicked the scout into his seemingly lifeless body, scoffing in disgust at the two of them.
“To think that only the two of you survived,” she spat out, slowly walking over to them as her horn began to glow, “I can hardly believe my misfortune.”
The two changelings weakly looked to one another before they braced for their doom. However the spell that they expected to be their end washed over them like soothing water. Within a matter of seconds their wounds had healed, the only evidence of their existence being the green blood that had poured from them. Just as soon as they felt the spell dissipate around them they were wrapped in their queen’s forelegs and showered in a wave of motherly kisses.
“I’m so sorry little ones,” she whispered, brushing her hoof across their foreheads, “I don’t know what came over me; of course you can have names of your choice.”
The two looked to one another hesitantly before returning their attention back to their queen. The motherly look hadn’t left her eyes, which oddly enough was even more unsettling then when she was looking at them with blind fury. With a quick nuzzle for each of them Chrysalis placed them on the floor gently, expecting them to continue what they were saying.
“Well, out with it,” she said laying down on her belly so she could be at eye contact with them, “What will your new names be?”
The two looked to one another again before questioningly staring back to their queen and continuing their spiel.
“Well my queen,” Sentinel 34 started, “I have been thinking that I should take the name Thorax.”
“And I Carapace,” Scout 391 added, “we believe those names to be-“
“Wonderful!” Chrysalis blurted out gleefully, before wrapping them up in a loving, be it crushing, embrace, “henceforth those shall be your names; I do quite like them, especially since they can be shortened into adorably cute pet names!”
“Uh… our thoughts exactly?” Scout 391 said questioningly as she cast a glance over towards Sentinel 34, who looked just as confused as she did.
“I’ll call you Thor and Carrie! And you can just call me Chrissy!” She beamed before giving them another quick squeeze and letting them go, “but now we have more pressing matters to attend to.”
Chrysalis suddenly lost her cheery, young hiveling persona, adopting a far colder, more militaristic one. With the look of one who had seen more horror than she ever should she looked into the small town, which was still in the first few stages of dying down for the night.
“There are still plenty of fertile stallions in this town,” she grinned, revealing her dripping wet fangs, “and I still have yet to have my fill tonight.”
*~*~*~*~*~*~*~*~*~*~*~*~*
Fourteen hours later…
“Come on Mr. Grimlock!” Three little fillies cheered in glee, “It’s right this way!”
“Grimlock knows where forest is,” he replied, letting out a deep sigh, the sooner they were done with their little adventure the better, and instead of looking like he was abandoning his duties it looked like he was being helpful, so Twilight and her insufferable friends wouldn’t be in his chassis about it.
“Ya know Mr. Grimlock,” Apple Bloom said, stopping to face him, “It’d be a lot faster if we actually rode ya.”
Grimlock froze mid-step, before placing his risen foot on back on the ground with far more force the usual. The resulting shockwave caused the three fillies to fall flat on their rumps, but before they were able to hop back to their hooves a giant shadow loomed over them, the only light being the slightly pulsing red glow from his visor.
“No one rides Grimlock…” he growled, pounding his fist as lightly as he could into the ground, even though the force was still enough to make them fly up a bit, “no one.”
“A-alright Mr. Grimlock,” Apple Bloom stuttered, crawling quickly back to her friends side, “I was just suggestin’.”
“No,” Grimlock replied quickly before rising back to his feet, “we go now, time short for us.”
“Alright fine,” Scootaloo sighed, dusting herself off, “pushy.”
It didn’t take long for the four of them to begin their little walk back to the forest, but with every tiny hoof that clopped against the ground Grimlock started to regret his decision. The three young ones were getting increasingly excited the closer they got to the forest spouting, about how they were going to get their ‘cutie marks’ or whatever they called it. It got so bad that they even started to sing and dance in a choreographed fashion. It’ll only be for a little while, he reminded himself as his hand found the back of his neck.
Fortunately for him a few quick strides were all it took before they stood at the forest’s edge. Grimlock expected them to rush inside with just as much, if not more, enthusiasm then they had on their way there, but instead they stood frozen as they stared into the darkness of the wood.
“We here now,” Grimlock said, halfway frustrated, “go in!”
“Uh… we aren’t too sure about that Mr. Grimlock,” Sweetie Belle answered backing away from the edge of the wood, “now that we’re here we really should ask our sisters to come along.”
“You kidding,” he huffed, letting his arms fall limp at his sides, “you kidding right?”
“Last time we went in there without a grown up something really bad almost happened,” Apple Bloom added, looking up to Grimlock, “we should-“
“Me older than all ponies combined, and stronger too,” he interrupted, “You be safe as long as Grimlock is close by, now go in so you find your pretty mark.”
“They’re called cutie marks,” Scootaloo corrected, “and besides Grimlock’s right girls, as long as we stay close ta him we’ll be fine.”
The other two looked to one another uneasily before giving one another a quick nod. With smiles on their faces the three formed a line, standing shoulder to shoulder and smiling with as much confidence they could muster they simultaneously took a step towards the imposing wood.
“CUTIE MARK CRUSADERS, EVERFREE FOREST EXPLORERS YAY!” they cried before charging headlong into the forest with Grimlock following close behind.
Back in the center of town the four ponies that remained sat at a table just outside the makeshift restaurant that Grimlock had built prior to their adventure in the Crystal Empire. They had already placed their orders and were now just waiting for their food to arrive. Applejack looked around in an attempt to find a subject to make the time go by faster, but Twilight beat her to the punch.
“The restaurant could really use some sprucing up,” she said looking to the pile of logs that used to be Ponyville’s finest eatery, “its not exactly five star anymore.”
“Well we could always get ol’ Grimlock ta make it look nice and fancy again,” Applejack suggested in a half mocking tone, “because me Grimlock best exterior designer.”
Applejack’s sorry imitation of their current giant garnered a small bit of laughter from her present friends, but not enough for them to forget what had happened just half an hour earlier.
“Rainbow isn’t back yet…” Rarity said with a hint of concern, “I really hope she’s alright.”
“She’ll be fine Rarity,” Applejack replied, looking off to where her closest friend had flown off to, “like Twi said, just give her time.”
The four of them fell silent once more as the waiter appeared from inside the building with a tray full of food in his hoof. With as much dignity as a stallion that had gust walked out of a giant pile of wood could he made his way to their table.
“Lunch is served,” he announced with a thick Prench accent before placing the tray on the table, “enjoy.”
The four thanked him and he was off to wait on the other patrons, leaving them to talk amongst themselves yet again.
“We should go to Sweet Apple Acres after lunch,” Applejack said before taking a bite out of her daisy and cucumber sandwich, “I’m sure Apple Bloom and the others would be pretty crossed when they find out how long I’ve been home.”
“I should probably do the same with my family,” Rarity added, “my mother gets worried if I don’t say anything for a while, and with that little incident in the Crystal Empire I’m sure she’d worried sick.”
“I should probably send a letter to my folks too,” Twilight nodded, “you know, to at least tell them that Spike and I are okay.”
“Speakin’ of Spike,” Applejack said, cocking her eyebrow, “Where is the little guy? Haven’t seen him at all since we got back.”
“He’s probably back at what’s left of Golden Oaks,” Twilight sighed, looking in the direction of her former home, “I should go get him; he’s probably working his tail off trying to salvage any books that are left.”
Twilight pulled a few bits from out under her wing as she started to get up from the table, but just as soon as her rump left the pile of hay it was placed on a small scaly figure appeared from around the restaurants’ corner.
“T-Twilight!” Spike stammered as he fought to regain his breath, “Twilight, I saw… lock, with the… saders… to the… got here as fast as I-“
“Applejack!” and elderly voice called out interrupting Spike in the middle of his breathless rant, “Applejack, have you seen Apple Bloom anywhere ‘round?” Granny Smith said squinting her eyes as she looked around the area, “she said she was gonna visit ya down by the station when she heard ya were commin’ back.” She suddenly turned her attention to the red goliath that stood next to her brandishing his trademarked yoke as always. “Right Big Mac?”
“Eeyup,” Mac nodded in agreement.
“Well I ain’t seen her all day,” Applejack answered, scratching her head, “I thought she was just doin’ a few extra chores on account I been gone fer a few-“
“Rarity,” yet another voice called out, the ever growing group collectively turned their heads to see yet another couple standing behind them, one being a pink unicorn mare with a purple man, the other a white stallion sporting a gorgeous mustache. “Rarity, dear, have you seen your sister? She said she was go-”
“Ing to visit me once the train arrived?” Rarity finished with a slight hint of concern in her voice.
“Hey how’d ya know?” the stallion asked, “Anyway we’d thought she’d be home buy now but when she didn’t show up for lunch we thought she just went out to eat with you.”
“Well that’s certainly not the case,” Rarity said looking back to her friends.
“And it ain’t the case here either,” Applejack added, adjusting her hat, “now where did those little rascals get off to?”
“I’m… trying to,” Spike wheezed, still trying to catch his breath, “they went with-“
“Anypony seen Scootaloo today?” Applejack asked ignoring the small dragon, “It might have something ta do with her.”
“Maybe another overly complicated scheme to get their cutie marks,” Twilight pondered, rubbing her chin in deep thought, “but what else is there to do here in Ponyville that they haven’t already tried?”
“I don’t think they’ve tried underground habitat researchers yet,” Fluttershy said throwing her two bits into the matter, “should we start looking for holes somewhere around Sweet Apple-“
“THEY WENT TO THE EVERFREE FOREST WITH GRIMLOCK!” Spike suddenly blurted out; frustrated at the fact that everypony had ignored him yet again.
There was a brief silence that befell the group while they processed what Spike had just said. It didn’t take long for the bewilderment on their faces to turn into sheer terror. Rarity and Applejack swarmed Spike, nearly flipping the table in the process.
“Why didn’t you tell us earlier?!” Applejack and Rarity screamed in unison, their faces just inches away from Spike’s face, “how could you-“
“I TRIED!” Spike roared back, a few tears forming in his eyes, “but none of you even tried to listen to me!”
Twilight quickly wrapped up her number one assistant in her forelegs, doing her best to comfort the young dragon while her friends tried to calm down.
“We’re so sorry Spike, we’ll try not to do that to you again,” she whispered in his ear before turning to face the still panicking group, “Girls!” she barked in a commanding tone, “we need to get to the Everfree Forest before something terrible happens!” With those words Twilight and her friends made a mad dash towards the edge of town, leaving their families and their meal far behind. “For all we know they’re in serious danger!”
Grimlock let out a heavy sigh; he hadn’t been this bored in millennia. Sure he knew that this was a great opportunity to pick up the trail again, but watching the three younglings prance about all giddy like, looking at trees, under rocks and attempting to catch things smaller than them was quite a drag.
“Find Shockwave…” he grumbled, watching the three of them playfully chase a butterfly, “all to find Shockwave.”
“This has got to be the furthest we’ve ever been in the forest!” Scootaloo grinned, “I don’t even think we got this far when we were at our slumber party.”
“Yeah about that,” Sweetie managed to utter, looking at the dark wood surrounding them, “maybe we should go back, I’m sure our parents are wondering where we are by now.”
“Oh don’t be silly Sweetie Belle,” Scootaloo said, waving a passive hoof, “we said we’d back before complete sundown, and how can it be any safer when we’ve got Grimlock watching over us, I mean the guy’s head is above the tree line!”
“That may be true, but Sweetie’s got a point,” Apple Bloom nodded with a slight hint of worry in her voice, “we really should be headed back, they know we shouldn’t have been gone this long.”
Scootaloo’s brow furrowed as a frown grew on her face. “Ugh, fine,” she grunted, walking past her counterparts, “I guess we can go home… if the two of you are chicken.”
The two fillies’ ears perked up at their friend’s insult, prompting a very quick response. “We ain’t chicken!” Apple Bloom shouted, stomping her tiny hoof on the ground, “we just think that we-“
She was suddenly interrupted by a menagerie of strutting and clucking sounds as Scootaloo did her best impression of an actual chicken, granted it wasn’t very good, but it was more than enough to get the point across.
“F-fine we’ll stay!” Apple Bloom yelled, her cheeks glowing a fierce red, “but only fer a little bit longer.”
“That’s the spirit!” Scootaloo said bringing her uneasy friends for a hug, “we’ll get our cutie marks this time, for sure!”
“Yeah,” Sweetie Belle said looking back to Grimlock, “sure.”
The three continued onward into the forest with their giant metal bodyguard following close behind until they came upon a giant wall of rock one that seemed to have a rather large entrance.
“Cool, a cave,” Scootaloo said pointing to the opening, “wanna go inside?”
“Um, I don’t know,” Sweetie Belle sighed, “I don’t think Grimlock would be able to follow us inside.”
“Me neither,” Apple Bloom added, “and we’ve been safe as long as Grimlock’s been close.”
“Aw come on you two,” Scootaloo grunted, “He’ll be right outside, and what could possibly be waiting in that cave for us?”
“I’m sure we could think of a few things,” Sweetie replied, looking to Grimlock once again, “but I guess it can’t be too bad, as long as we ask him if we can?”
“Are you kidding?” Scootaloo asked, her jaw nearly hitting the ground, “it’s not like we’re his kids!”
“But he is the adult,” Apple Bloom pointed out, “we should at least make sure he’s alright with it.”
“Ugh, fine ask him,” Scootaloo said throwing her hooves in the air, “I’ll be waiting by the entrance.”
The two fillies nodded while their friend trotted to a nearby rock to wait for the go ahead that she knew was coming. They made their way to Grimlock, who despite being very hard to read, looked like he was mentally somewhere else.
“Uh, Mr. Grimlock, sir?” Sweetie Belle asked looking straight up.
There was no response; Grimlock remained looking deep in thought. The two looked to another and after a very quick competition to see which among them was going to ask again, Apple Bloom slowly walked to Grimlock’s massive foot.
“Mr. Grimlock?” she asked hesitantly before lifting her hoof, “Mr. Grimlock?”
A few quick taps was enough to bring him back from wherever his mind had gone off to and within moments he loomed over to two fillies, much to their surprise.
“What you want?” Grimlock growled as steam hissed through his faceplate, “you go home now?”
“Um, we actually wanted to know if we could go into the cave with Scootaloo,” Sweetie Belle said backing up a bit, “can we?”
“Why you ask? Me no care if you do,” Grimlock replied with a shrug of his shoulders.
“We just wanted ta make sure,” Apple Bloom said, looking back to the cave, “so can-“
“Grimlock no care,” he interrupted nonchalantly waving his hand at them, “but no dying, other little horses not like that much.”
“Um, alright,” Apple Bloom and Sweetie Belle said with a mix of confusion and concern, “we won’t be gone long.”
“Whatever,” Grimlock scoffed rising above the tree line once more.
With permission granted the two trotted over to their friend, who was fiddling with her hooves as she impatiently waited.
“So what’d he say?” Scootaloo asked, hopping up to her hooves once more.
“He said he didn’t care,” Sweetie Belle said uneasily.
“But he told us ta be careful,” Apple Bloom added, looking into the cave itself, “well he told us to be careful in his own way.”
“Awesome!” Scootaloo cheered, buzzing her wings as fast as she could, but only getting a few inches off the ground, “We’ll get our cutie marks in… uh, what are those ponies that go into caves called?”
“Spelunkers,” Sweetie Belle answered without hesitation.
“How do you know those words?” Apple Bloom asked, only to be answered with a confused shrug.
“Never mind that, come on girls!” Scootaloo said striking a heroic pose. Her friends quickly came to her side, making poses of their own. The three collectively looked to one another with determined grins before yelling at the top of their lungs. “CUTIE MARK CRUSADERS SPELUNKERS YAY!”
With that the three charged headlong into the cave, leaving Grimlock along for the first time in nearly an hour. A quick wave of relief washed over him, if he had to listen to them talk for another minute he may have just ripped out his audio sensors. Grimlock checked his surroundings and nodded, they weren’t very far from where he had first detected trace signals of Starscream. All he had to do was walk a few hundred yards and resume his search. The only obstacle was the little ones he brought with him, but they were busy inside the cave, so they wouldn’t notice if he’d left for a few minutes. He made it to where he had first registered Starscream’s signal within a few long strides, letting out a sigh of relief he activated his sensory nodes and once again began from scratch.
Meanwhile in the cave, the three fillies dove deeper and deeper inside, until the sunlight died around them. The two who were initially hesitant began to wonder what they had gotten themselves into, while their ever stoic leader egged them on with each confident step she took. They marched onward steadily until the light completely faded and the three were covered in total blackness.
“I… I think we should head back,” Apple Bloom said her voice echoing across the cavern walls, “I’m sure Grimlock’ll be wonderin’ where we are by now.”
“Aw come on AB, where’s your sense of adventure?” Scootaloo asked trying to reach for her, but in the darkness she grabbed nothing, “Rainbow Dash wouldn’t give up so easy.”
“Well Rainbow is an adult,” Sweetie Belle noted, “we’re just the fillies, and Rainbow would’ve brought a light or something.”
“I agree,” Apple Bloom nodded in the direction she thought Sweetie was in, “we should head back; it’s way too dark to keep going.”
“Oh I guess you’re right,” Scootaloo sighed, lowering her head in defeat, “I guess we-“
Scootaloo’s voice suddenly stopped, prompting a small rush of fear to fill the other two fillies. “S-Scootaloo?” Apple Bloom stuttered, but to no response.
“Scootaloo if this is a joke it’s not funny!” Sweetie half squeaked, “Come on let’s just-“
“Sweetie Belle!” Scootaloo yipped wrapping her forelegs around her friends’ neck, forcing a small scream to erupt from her lips, “we can keep going because of you!”
“Wha-what?” She stuttered, taking a few steps backwards, “What do you mean?”
“You can use magic to light the way!” Scootaloo explained, “we can go deeper if you-“
“No Scootaloo!” Apple Bloom interrupted, forcing her hoof down, “we ain’t goin’ in any further, we don’t know which way we’re goin’! Let alone the time of day. Our folks are probably worried sick right now!” Apple Bloom suddenly spun completely around hoping it was still the same direction in which they came. “We’re headed back, now.”
“Ugh fine,” Scootaloo grunted, kicking at the ground beneath her, “but we could still use Sweetie Belle to light the way.”
“Well I guess that couldn’t hurt,” Sweetie Belle shrugged as she readied herself to cast a spell, “but I’m not sure if I can do it for very long.”
“We just need it long enough to get out of here,” Apple Bloom said, “or at least long enough ta find out where we’re goin’.”
“Okay,” Sweetie said, straining as a faint glow came to her horn, “here I go!”
Her friends waited as the young unicorn gritted her teeth with every attempt she made, each one brighter than the last. Finally after what seemed like forever, a faintly glowing white light shown atop the unicorn’s head. Her friends suddenly rushed her in excitement, it was the first time she had successfully used such a complicated spell.
“Ya did it Sweetie!” Apple Bloom cheered, “Now we can…”
Apple Bloom’s voice trailed off into silence, prompting a slight tinge of confusion to flow through her comrades. “Uh, AB?” Scootaloo asked, “What are you-“
She was suddenly interrupted by Apple Bloom’s hoof forcibly adjusting her head in her direction. Within a few seconds she too was awestruck, leaving only Sweetie Belle in the proverbial dark.
“What are you two looking at?” She asked, turning herself around, “you two are acting like you’ve seen a…”
Sweetie’s voice quickly died down upon seeing what her other counterparts had seen. Their time in the darkness had adjusted their eyes just enough for them to see the distinct glow of precious stones and metals glistening all around them, but despite the riches they saw there was one thing that sent sheer terror coursing through their veins, something that was breathing.
Less than a second later a large, yellow reptilian eye shot open, aiming directly at the crusaders. “What are you doing here?” a voice bellowed throughout the cave, shaking the ground around it.
“W-we were just explorin’,” Apple Bloom stuttered, trying to keep from screaming, “we’re sorry, we’ll be-“
“Insolent whelps!” The voice interrupted as the crash of its claw sent thousands of precious gems flying into the air, “you will not have my treasure! It belongs to me and me alone!”
It was then that the monster decided to reveal itself, though the fillies knew exactly was it was the moment they had laid eyes on it. The dragon roared fiercely before bursting through his pile of treasure, nearly crushing the crusaders with the effort alone. Instinct gripped the minds and hearts of the little ones, without much regard for one another they darted back in the way they believed they came, hoping against hope that they were fast enough.
The Dragon was quick to pursue, even sending bursts of his flame at the three. It was sheer luck that each blast missed, but with every attempt the fillies began to remember who was waiting outside for them, the one who could easily level the playing field.
Several hundred yards away, Grimlock was analyzing every inch of ground he could, hoping to find anything that would give him a lead as to where Starscream was and in turn Shockwave. However in the time he had to analyze the area he had come up empty handed. A deep growl signified his frustration; this was the only real place that he could have picked up the trail of his arch nemesis, the one who had made him a monster.
Suddenly a thought came to him, one that he hadn’t thought of and felt stupid that he hadn’t came up with it earlier. Indeed Shockwave had made him a monster, but just as he had on Cybertron he could use that fact against him. Even in his robot mode he was still able to tap into his more primal instincts, including an acute sense of ‘smell’ as the inhabitants of earth called it. With a few quick tweaks of his basic functions circuits he was able to tap into a small portion of his primal nature. It may have not been much but he believed that it would be enough to pick up some sort of trail.
Much to his surprise he was right, three distinct signatures suddenly appeared in his H.U.D. two of them were ones he already knew, himself and Starscream, but the third gave him an odd mix of satisfaction and unrelenting fury.
“Shockwave was here?” he growled, clenching his fist tightly, “Shockwave was here?!”
The satisfaction in his mind quickly turned into rage. At some point during his nap Shockwave was actually standing next to him, his ultimate foe, the one he would tear limb from limb was just feet away from him. He slammed his fist into the ground out of anger, causing the earth around him to violently shake. If he had only come back online a few hours earlier he would’ve never been in his current predicament, a predicament that decided to remind Grimlock that it still existed.
Faint, yet frantic screams seemed to come from where he left the young ones to their own devices. Normally he would just ignore them and continue working, but he had left the three little ones in that area he had to insure that they wouldn’t die. Reluctantly, Grimlock began to return to where he had left him, because if there was anything he didn’t feel like dealing with it would be the ponies after three of their young died under his watch.
The crusaders miraculously made it to the cave’s entrance without a scratch, but their hope quickly turned into terror when they realized that there savior was nowhere to be seen. “GRIMLOCK!” they all cried at the top of their lungs, “Grimlock ple-“
Their second plea was interrupted by the rumbling of metallic feet, followed soon after with a giant shadow looming over them.
“What?” Grimlock asked, noticeably annoyed, “it bedtime now?”
“G-Grimlock!” the all stuttered before spiraling into a chaotic and inaudible cacophony of high-pitched noise the Grimlock wasn’t able to decipher.
“Enough!” he yelled, effectively silencing them, “now, tell Grimlock what-“
Grimlock was barely able to begin asking what happened before what had been chasing the three in the cave slammed into him. The two rolled over one another until they came to a stop about fifty yards away from where the initial attack happened, leaving the crusaders with their jaws hanging open. Grimlock tried to get up, but whatever it was that was on top of him was somehow strong enough to keep him in place, if only for the moment.
“So you wish to steal my treasure too?” the dragon hissed as flame began to smolder in his throat, “I’ll kill you before you lay a single finger upon my riches!”
“That so?” Grimlock chuckled before wrapping his hands around the dragon’s forearms. The dragon fought to free himself and keep Grimlock pinned, but there was just too much strength behind the metal. Within seconds Grimlock threw the dragon into the tree line, effectively making a new meadow.
“Me no care for gold,” Grimlock said, rising to his feet, “but this will be good venting.”
“What is this?” The dragon asked, “No beast in Equestria is stronger than a dragon!”
“Me not from Equestria…” Grimlock growled, slamming his fist into his palm, “now FIGHT!”
The Crusaders watched in awe as the two behemoths charged and slammed into one another, their strength woefully mismatched. The Dragon tried to sink his teeth into Grimlock’s shoulder, but only sparks flew as the diamond hard bone clashed with Cybertronian skin. The Dragon’s claws didn’t fare much better; each swipe at the chest didn’t even seem to leave a scratch. Even his flame, the trump card of every dragon, didn’t seem to do much in the ways of damage.
Grimlock however was able to do the opposite; every time his fist slammed into the dragon’s side it gritted its teeth in pain. Wrapping his hand around the dragon’s throat Grimlock slammed him into the earth, making a drastic change in the area’s geography. With a forceful grunt Grimlock sent his opponent flying into the forest, the dragon’s body crashed into the woods, clearing a path for which Grimlock could watch his foe flail.
“You strongest Equestria?” Grimlock scoffed, folding his arms across his chest, “you not know meaning of strength.”
The dragon shakily rose to his feet, sneering at Grimlock all the while. “I know not what Strength is?” he hissed, his eyes burning with unbound fury, “you are gravely misinformed.”
With a primal roar the dragon slammed his claws into the ground, growling in what seemed to be pain as his muscles rippled and bulged under his scales. Grimlock watched in stoic amazement as the dragon’s spines doubled in number, his claws became twice as long and tail transformed into a mace-like club. After his transformation the dragon grinned menacingly and shot a murderous stare towards Grimlock, flashing his new razor like teeth.
“Let me show you what power truly is,” he snarled, unfurling his wings.
“Yes,” Grimlock nodded, slamming his fists together, “now we have a fight!”
The two combatants charged each other headlong once again, completely forgetting about the reasons they had begun to fight in the first place. Said reasons were now watching in awe at the spectacle before them, not fully believing what they were witnessing.
“Is he crazy?!” Scootaloo cried as the two combatants slammed into one another, “no pony can take on a dragon when it does that!”
“He ain’t no pony,” Apple Bloom corrected, struck with absolute fascination.
Grimlock was actually starting to feel strain in his hydraulics as the muscled up dragon pushed against him. He never anticipated something on this backwater planet could make an attempt at matching him. This fact would cause most Cybertronians to send a distress beacon to alert allies of their current position. Grimlock on the other hand, relished a challenge and this dragon showed no signs of giving up.
The two continued to struggle for dominance, each seeming to attain the upper hand before the other countered with an attack of their own. Swing after swing, blow after earth shaking blow they persisted, neither showing the slightest hint of tiring. In spite of this the two continued, their pride too much to let the fight end unresolved.
“I grow tired of this battle,” the dragon roared, finding a way to dig his claws into Grimlock’s shoulders, “this ends now!”
With his wings flapping hard enough to knock over a house the dragon began to take flight with Grimlock in toe. He struggled at first, due to his opponents constant struggling and unanticipated weight, but eventually the dragon was able to take their fight to the sky. With each flap of his wings they ascended further and further into the sky until the two were far above the clouds. With a murderous grin the dragon nose-dived back towards the earth. Their speed continued to increase until finally the dragon released Grimlock from his grasp, sending him careening towards the earth as the dragon’s wings reached outward to slow him down.
The three fillies looked on in horror as their only chance of getting out of the forest alive came crashing back down to earth. The impact alone sending a shockwave through the earth that almost cracked the mountain the dragon was guarding. The dust and rubble kicked up from the impact were soon whisked away by the steady beats of the dragon’s wings, his victory supposedly sealed by the flames spewing from his nostrils. As the dragon descended back to earth he turned to the three that now cowered in the tree line, his face dawning the same murderous expression as before.
“And now to finish this…” he hissed, flames spouting through his fangs, “you should-“
An unnatural roar interrupted the dragon’s victorious murder, followed by the sound of metal clashing against metal. The dragon looked back with an emotion in his eyes that dragons rarely felt, fear. “How did it-“
Again the dragon was interrupted, but this time by the sounds of shattering bone and his own wails of agony. Within seconds the dragon found himself being thrown into the sky, the only thing keeping him connected to the ground being whatever had him by his tail. In an instant a crash nearly matching the impact that befell Grimlock sent the dragon reeling in pain once again. It took him some time, but he staggered to his feet, bright blue blood pouring through his lips. The dragon’s eyes fell to the center he was once sure his foe lie dead, but as sheer terror began to grip the dragon he found the he was woefully wrong.
The foe he had thought was nothing but debris was standing before him, but he looked far more fearsome than the dragon ever thought possible. His eyes were no longer blue, now they pulsed red with pure rage, but the change didn’t stop at the eyes. His entire body seemed to pulse with rage. Flumes of what could only be described as an ethereal mist surrounded him, whipping around in what seemed like wind.
“I-impossible,” the dragon stuttered, “how can you-“
Another primal roar erupted from Grimlock’s vocal processors as his hand extended, producing his legendary sword. While still frozen in shock Grimlock charged his enemy head on, sword aimed directly at where his heart should be. The dragon managed to react just quick enough to avoid being impaled, but at the cost of his wing being shredded to ribbons. In spite of his newfound pain the dragon tried to slam his razor-like claws into Grimlock’s chest, only to have them caught with little to no effort. He tried to pull away, but Grimlock clinched his fist around the dragon’s palm, crushing it like thin glass against a sledgehammer.
Another wail of sheer agony erupted from the dragon’s throat, but the sheer force of the hand that crushed his own wrapping around his throat quickly suppressed it. Slamming the dragon’s head into the ground once more he readied his sword for the final blow. The fillies he defended were looking on in fear; they had never seen such an act of primal brutality in the entirety of their young lives and now it seemed that they were about to witness their first death.
However just before Grimlock could strike three tendrils burst from the ground, seemingly anchoring him momentarily. In his fury he pulled at his new bounds, unearthing a giant worm-like beast. The dragon swung his broken tail in an act of desperation, tripping Grimlock with the new beast landing on top of him.
“Oh no…” Scootaloo whimpered, “now there’s another one.”
“What is it even?” Sweetie Belle asked, watching Grimlock wrap his free hand around the tendrils “I’ve never-“
“It’s called a tatzelwurm,” Apple Bloom interrupted, “I read about them with Applejack one day, but I’d never thought I’d ever see one.”
“What’s it doing here?” Scootaloo asked as Grimlock yanked his new foe off his arm and threw him off in the distance.
“Musta been attracted by the vibrations,” Apple Bloom suggested, “It’s supposed ta feel for its prey.”
“Sp-speaking of things being attracted,” Sweetie Belle stuttered, pointing behind the other two, “I think we should run.”
The other two looked behind them to see what Sweetie was talking about to see dozens of pairs of glowing yellow green eyes. Timberwolves, mysterious beasts comprised entirely of wood, with a taste for living flesh. The three darted out of their cover as fast as they could, the hungry pack following close behind. Despite their best efforts the three of them quickly found themselves surrounded some fifty wolves, if not more. The three cowered in a close huddle, expecting their imminent demise, but in their fear they had forgotten one crucial detail, in spite of them being surrounded, they were in the open. Where a certain someone could see them in peril.
Within seconds all hell broke loose on the wolves, being crushed, sliced or turned into powder by the hand and sword of the metallic titan. The Crusaders were afraid to open their eyes, the sound of agonizing pain and splintering wood was enough to fill their imagination with whatever Grimlock was doing to those unable to escape his grasp. Soon not a single wolf remained, the only evidence being scattered splinters and leaves.
A silence fell on the battlefield, allowing the fillies to take a quick glance at their savior. Rage still pulsed off his body, but the stoicism that he seemed to have calmed the three for some unknown reason. However their calm was soon broken by the feeling of tendrils wrapping around their bodies.
Before their brains could register what was happening to them they were drug twenty feet away from where the once stood. Panicked, they screamed at the top of their lungs when they realized the tatzelwurm was still hungry and it had turned its attention to something that wouldn’t put up as much of a fight.
They tried to wriggle free of their fate, but the combination of the wurm’s saliva and the tendrils tight around their bodies made escape impossible, there was only one way they were going to escape, and by the looks of the ever closer wurm he may not be fast enough.
They closed their eyes tightly, unwilling to watch their end come, but when the once taut tentacles that were swiftly bringing them to the wurm’s hungry mouth suddenly fell limp. Soon after, they felt a warm liquid wash over them, followed by an unearthly wail of pain. Their eyes opened to see that they were lying in a glowing blue pool of the wurm’s blood, their eyes followed the tentacles that once held them tightly were now limp and jerking slightly, blocked from their original owner by a glowing red sword connected to a giant metal hand.
Grimlock’s blade cut easily through the cord-like tendrils with ease, but his enemy wasn’t about to give up. The tatzlewurm coiled into itself, preparing itself for a strike. Grimlock pulled his blade from the earth just as the wurm leaped from its coils towards him. Without a second’s hesitation Grimlock thrust his sword forward, meeting the wurm just before it reached him. Once again it was proven that flesh was no match for the blade as the tatzlewurm’s body was split down the center by Grimlock’s powerful swing. Luminescent blood showered Grimlock and the crusaders while the two halves of his foe flew past them, landing nearly fifty feet behind them as the two halves twitched their last.
Grimlock slowly surveyed the area, the dragon was long gone, whatever he killed was behind him getting its last few twitches in before it finally fell limp and the fragments of wood that were once small animals were mysteriously missing. Grimlock thought little of it though; his concern actually and surprisingly was focused on the three little ones. He’d seen many an Autobot recruit thrust into battle with that gaze and though he wasn’t type to offer comfort, he certainly could understand why they were acting the way they were.
“You alright?” he asked, flinging some of the excess energon off his hands, “we go back now al-“
Grimlock was suddenly interrupted by an unknown creature engulfing his head, caught off guard he flailed his sword around in an attempt to impale whatever it was that was stupid enough to attack him; despite his efforts, whatever had him slammed him to the ground before throwing him into the forests overgrowth. For the crusaders it was an even more harrowing experience than anything else that had witnessed that day; not many things could turn a behemoth like Grimlock into their own personal rag doll. Their eyes soon fell upon their new attacker, a hulking mass of wood and insatiable hunger.
The massive timberwolf towered over the crusaders and the tree line. Its fangs moist with sap-like saliva at the prospect of devouring three small ponies. The sight overwhelmed the three of them to the point that all they could do was cry uncontrollably in the pool of blood in which they stood.
The timberwolf actually expected them to at least try to run, but it mattered little to it. Either way it was going to feed this afternoon, or so it thought. In the forest overgrowth, unnatural sounds echoed across the sky, followed closely by a metallic roar. The wolf froze in place, it had no idea what on earth made that noise, but whatever it was it was big, mean, dominant and most terrifying to the wolf, approaching.
Acting quickly the wolf’s mouth opened wide, hoping to at least get a snack before being driven off by whatever was that was making its way towards him. Its hopes were quickly dashed when the sounds of metal slamming against timber suddenly ceased, being replaced only by the sound of thunder. Seconds later the wolf found itself being thrown into the mountain with a yelp of pain. The moment it recovered its eyes fell on the beast it feared; Grimlock, in all his primal rage and glory.
The metallic giant stood between the wolf and its prey, almost like a father defending his children. With another bellowing roar Grimlock charged the wolf headfirst, ready to deal as much damage as physically possible. With nowhere to run the wolf matched Grimlock’s charge, expecting them to at least be close to equal strength, the wolf was disastrously wrong. The moment the two collided the wolf shattered into splinters, Grimlock wasn’t even slowed by his opponent’s best effort. That fact soon came to be a disadvantage for the titan, because he was unable to slow himself down before slamming into the cliff face, becoming firmly stuck in the rocky outcrop.
As he struggled to break free the timberwolf reassembled itself directly in front of the fillies. Seeing an opportunity to take in a quick meal before it fled the wolf opened it’s mouth again, preparing to eat the three yet again. Seconds later the wolf soon realized that it should have ran to live another day, because just as it’s barked tongue touched the three it felt something clamp down hard on its left heel. Another yelp of pain came from the wolf before it was drug away from its potential prey. The wolf tried to dig itself free from Grimlock’s vice-like grip, but when the metallic foot slammed into its back there was no longer a chance for escape.
A faint red glow began to shine from Grimlock’s mouth until flames began to dance through his teeth. The wolf began to panic, crying and thrashing in a vain effort before its head became engulfed in flame. The flailing increased for a few moments, but soon there was no sign of struggle. That fact didn’t seem to stop Grimlock from turning the rest of the body into nothing more than smoldering ash. Soon all that was left was a searing pile of what used to be one of the most feared predators in the Everfree Forest.
Seeing that his foe was vanquished Grimlock unleashed another primal roar in victory, but soon enough he turned his attention to the crusaders. Slowly and surely the beast made his way to the ones he had defended, their eyes betraying how much fear they actually felt. He lowered his head to them the steam blowing from his nostrils nearly blowing them back. The moment he opened his mouth the three collectively began to cry, thinking that they had lived through all of that just to be eaten by the one they convinced to protect them.
They never expected a metallic tongue lapping the blood that covered them off. The initial shock washed away as quickly as the blood on their bodies, after everything that happened, the only thing the three of the seemed able to do was giggle.
“You stay away from them!” a voice familiar to the crusaders shouted, taking all of them by surprise almost as much as the purple and blue bubble that surrounded them.
The crusaders turned to see four ponies and a baby dragon running headlong in their direction. Initially they were relieved but when they saw a faint red glow grow in between Grimlock’s fangs they quickly started to panic. “He wasn’t going to hurt us!” the three shouted in unison, “he was-“
Before they could finish their protective shield drug them behind the ponies that had arrived on the scene. The ponies stood there rigidly, expecting the same reaction from him the last few times he had assumed his bestial form. However this time was different, he just stood there, his mouth was still smoldering with flame, but there was distinct lack of brutal intent in his eyes than usual, almost as if is unshakable lust for violence had already been met. As they began to let their guard down, Grimlock took a step towards them, prompting those who stood in his way to prepare for a fight. They continued to stare one another down until finally the lone pegasus of the group stepped forward, promoting quite the reaction from her friends.
“Are ya crazy?!” Applejack shouted, “he almost got our-“
“No he didn’t!” Apple Bloom interrupted, “he saved us!”
“He did what?” Rarity asked shaking her head in disbelief.
“W-we went into that cave,” Sweetie Belle explained, pointing to the entrance in question, “i-if Grimlock weren’t here we would’ve…”
Sweetie’s words trailed off as the graphic nature of their rescue and just how close they had come to their own demise came rushing back to her. Her eyes swelled and she was barely able to take another breath before she started to cry uncontrollably. Not even a second later the shield the protected them faded away, allowing Rarity to provide her sister with as much comfort as she could. The others tried to remain stoic but they too soon fell to the realization of just how close they’d really come.
Amidst the consoling Twilight turned her attention back to Fluttershy, who was now standing directly in front of Grimlock. Panic set in once again, and though it was true that Grimlock still hadn’t killed a pony, she still didn’t want to take any chances. “Fluttershy!” she called, trying to reach out a hoof as she comforted Scootaloo, “come ba-“
Fluttershy quickly raised her hoof in Twilight’s direction to calm her down before turning her attention back to Grimlock, his gaze was still sent chills up her spine, but she steeled herself for what she knew she had to do.
“Were you going to hurt them?” she asked, staring them square in the eyes.
A low growl emitted from deep within Grimlock, as if he were insulted by the question itself. Taking the hint Fluttershy back off the subject instead focusing on the claims the crusaders made. “Did you really save them?”
Again a growl came from Grimlock, but this time with a slow nod of his head. The two stood there in silence for a good minute before Grimlock finally broke eye contact and started to stomp farther into the forest, leaving only the carnage as evidence that he had been there. She made her way back to the small group, trying her best and still failing miserably, not to look at the lifeless masses that were once proud animals.
Her friends, though also appalled at the sight of so much violence, were far too busy trying to console the still sobbing fillies. Applejack was the first to look towards her, the look on her face being anything but disapproving.
“And what was that all about?” she sneered, the frown on her face growing, “ya just gonna let him run off and do as he pleases?”
“Grimlock needs to be away for a while,” Fluttershy said nodding her head, “He’ll be back when he’s ready.”
“When he’s ready?!” Applejack shouted, “he’s gotta answer for doin’ this!”
“Whoa hold up,” Spike piped up looking at the chaos that was before them, “Grimlock did all this?”
“Well I wouldn’t put it past him after what he did to Ponyville and that fiasco in the Crystal Empire,” Rarity pointed out as her little sister began to cling tighter to her side.
“Well he still did protect them,” Fluttershy added, “without-“
“Ya call this protection?” Applejack interrupted pointing to the destruction, “I was quiet about it up north, but this time my sister almost got killed!”
“I’d have to agree with Applejack at the moment,” Rarity continued, “he has indeed protected us, but if protection always means death…”
“Is it really worth it?” Twilight finished with a heavy sigh, “do we really need a monster to protect us from monsters?”
Fluttershy looked off into the direction Grimlock had walked off in before letting out a heavy sigh of her own. “I don’t know Twilight,” she whispered, shaking her head, “I don’t know.”