Through The Looking Glass

by Darkryt Orbinautz


Splinters

Celestia, curious about the origins of the behemoth before, gave a quizzical tilt of the head. Her reflection in the giant's visor matched her expression. "What are you, my friend?"

This seemed to spark a reaction from the giant. The soldiers gasped and ducked for cover when an arc of electricity traveled across the giant's visor. Celestia flexed her wings and jumped backwards to avoid electrocution, using her wings to glide. All with the calm and grace of a beautiful swan.

The visor had no eyes, no pupils to express any emotion, yet still Celestia could see a faint glow of recognition through the expressionless glass as the giant regained consciousness.

"UGH ..." The giant groaned. Celestia flapped her wings, hovering in the air so the giant could have some personal space.

The giant grunted and groaned again, making a fist as it attempted to stand. Its massive arm raised into the air before plummeting back down to the gravel below, too weak to support itself. The impact of its arm on the ground sent out a shockwave which knocked the soldiers down.

The Aerialbots soon realized they were far too damaged to maintain their combination. They were in too much pain to be able to focus on retaining the unique, merged consciousness of Superion, not to mention how two of them already had their bodes separated from the physical combination. So they split apart into their individual Autobot forms. The ones who were still linked to each other disconnected, and they all reverted into their smaller (though still quite large compared to a pony) robot modes, which retained the injuries they suffered as Superion.

"Fascinating!" Celestia was eager to learn more about this process where one giant could into several smaller giants. She descended to the ground. "Once we get to know each other a little more, you simply must tell me how you did that. I'll start. I am Queen Celestia of the Equestria, ruler of the realm. Who are you?"

Their leader, Silverbolt, rolled over to face Celestia. "We're the Aerialbots, and we're going to … ooogh." Electricity crackled from Silverbolt's midsection, and he collapsed onto his side.

Celestia chuckled at his misfortune. "It would seem you are in no condition to make threats."

"Just you wait." Silverbolt warned her. "The other Autobots are going to come looking for us, and when they do, they'll turn you into paste."

"Other Autobots?" Celestia's neck darted forward with a mad, happy grin. "You mean there's more of you?"

"Uh, Your Majesty?" A solider asked, noticing Celestia's wide grin and a bit of drool dripping down her face. "Are you all right?"

Unbeknownst to him, Celestia was drooling because she was imagining having an army of these Autobots titans under her command. Why, with such power, overwhelming Tirek's forces would prove child's play, and she would have legion of iron enforcers to see to it her own iron will would be done.

"I would be willing to make a deal with you." Celestia addressed Silverbolt. "I will heal you and your comrades, and in exchange, you will lead me to the rest of these Autobots."

"I doubt an organic such as you would know how to repair our systems." Silverbolt said.

"Perhaps not, but my power knows no bounds." Celestia said. "I know an all-purpose healing spell which undo the damage of most any form of life. I am not certain it will work on you, as you somewhat … outside of my usual range of dragons and trolls, but I am confident in my abilities."

A purple orb formed at the tip of Celestia's horn. The orb shot a beam of color-matching energy which traveled along Silverbolt's body, sealing away cracks and pounding out dents and imperfections. When the spell finished its sweep, all of Silverbolt's injuries were gone.

"What do you say?" Celestia asked. "Do we have a deal?"

Silverbolt examined his repairs. He knocked on the side of his ribcage to test the quality of the repair job. Silverbolt thought he figured out how the healing spell was all-purpose; it didn't heal, per se, so much as it reversed the damage. A different process in its entirety, but the end result was the same.

Silverbolt looked to Celestia. A bout of silent staring occurred between the two, Celestia uncertain if Silverbolt would perhaps take advantage of her repairs and ungratefully try to strike her.

After a few minutes, Silverbolt grinned.


The Decepticons went on their way, regrouping to Ponyville. Once they were within walking distance, Megatron and the Decepticons transformed out of their vehicle modes to walk the rest of the way. Megatron moved ahead of them, preferring to have some space so he could think to himself.

Motormaster, having separated from the Stunticons, noticed how fast Megatron was moving. Unable to help but get the guilty feeling he was somehow responsible for why their leader was moving ahead of them, Motormaster jogged after him. “Megatron, sir, wait!”

“Hmm?” Megatron stopped and turned, allowing Motormaster to catch up.

Motormaster marched up to Megatron, rubbing the back of his head. “Uh, well … I just wanted to say … I'm sorry. I'm sorry for throwing Superion the way we did. We should have stopped what we were doing and listened to what you were saying. I know you must be disappointed with us ...”

“Motormaster, listen to me.” Megatron placed a hand on Motormaster's shoulder. “Yes, I am disappointed we couldn't apprehend Superion, but I don't resent you or your team for what you did. While I would have liked for you to stop and listen, you've – hopefully – incapacitated Superion for now. That will give us some time to catch up to him again before he hurts someone. And you've learned a lesson or two, haven't you?”

Megatron patted Motormaster's shoulder, and Motormaster smiled.

Megatron returned his attention to his duties. “Cliffjumper, is the radar picking up anything on Superion?”

“Eh, no.” Cljffjumper smacked the side of the radar. “Nothing at all. That's odd, because it's specifically designed to detect Superion's signal ...”

“What if the Aerialbots separated?” Starscream suggested. “Then they wouldn't be displaying Superion's signal.”

“Good point.” Cliffjumper began to fiddle with a knob on the radar. “I hadn't thought of that since, with Menasor around, I figured we would've caught Superion on the first try. I'll see about making some adjustments ...” Cliffjumper walked off, oblivious to Motormaster's wincing.

“Ponyville isn't too far from here. Before we go back to Canterlot, wee should check in on the Nemesis and make sure Rodimus and the others didn't use Superion to distract us while they slipped in and rescued their comrades.”

“Aw, you worry too much, boss-bot!” Soundwave said. “We've got plenty of our little Changelings friends guarding the ship. With that much magic in one place, there's no way Rodimus and his tiny band have the rocking power behind them to take on a mega-chorus that size!”

“Well said, Soundwave … I think.” Starscream said. “Soundwave makes an excellent point, if an oddly phrased one. The Changelings have demonstrated they can use their magic in a fight. The ones at the Nemesis are, in effect, hundreds of self-propelled laser turrets. We have, what is it, Chrysalis, three-hundred Changelings currently stationed there?”

Chrysalis nodded.

Starscream smiled. “I think that's enough to fend off four Autobots, don't you?”

“I suppose.” Megatron did not sound convinced. “Still, we should never underestimate the Autobots. Just look at what they did with the Aerialbots and Superion. I would feel much more comfortable taking a look at inside the ship and seeing if there's anything we can do to increase our defenses. The more things we have standing in the way of Rodimus' freeing the other Autobots, the better.”

Starscream saluted. “Understood, sir. I'll take a look at the resources we have on hand and see if I can make something to help with the defense.”

“Like what?” Chrysalis asked.

“You know, the usual.” Starscream explained. “Laser tripwires, turrets, flamethrowers, force fields ...”

“Hey! I can make you a force field.” Chrysalis volunteered, fluttering her eyelashes. “I am quite good with my magic, you know ...”

“Great.” Megatron's clapped his hands, his depressed mood improving. “While Starscream looks for materials, we'll take you to the Nemesis and have you place your force field. Gentlemen, I think we're off to a good start.”


Up on a ledge near the Autobots' cavern, Shining Armor and Queen Mi Amora Cadenza, hid amongst the rocky paths. Former rulers of Canterlot and Equestria while Queen Celestia took her invasion forces to Tirek's lands, but with the arrival of the Autobots and the Decepticons, they were ousted from power and effectively exiled from the city. Something Cadenza wasn't going to forget anytime soon.

“Oh, I miss collecting taxes.” Cadenza moaned. “The look of horror on those peasants' faces when they learned the tax rate had been upped again … the screams as those who couldn't pay were arrested and sent to the dungeon … oh, I miss it all so much!” Cadence placed a hoof to her head and made as if she was going to faint. “Those stupid Decepticons ruined everything.” Cadence pounded a hoof against the rock.

“I know, dear, I know.” Shining Armor attempted to console his weeping wife. “But there's not much we can do about it now.”

Cadenza crossed her hooves. “I want my castle back.”

“I know.” Shining Armor rolled his eyes. “But what are we supposed to do? Sneak into Canterlot and hope the Decepticons don't see us? Even if we did manage to get into the castle, somepony would just go tell the Decepticons, and they would throw us out again … if they didn't throw us in a dungeon first.” Shining Armor gulped at the idea. As much as he and his wife shared a love of tossing ponies into the dungeons at the slightest excuse, he didn't fancy the idea of being thrown in there himself.

“I wish Aunt Celestia was here.” Cadenza said. Both she and Shining Armor winced at the mention of Celestia's name, thinking about how cruel, unusual, and creepy Celestia could be. “Then again … maybe not. Still, she could put those goody two-shoes Decepticons in their place ...”

Shining Armor sat on his haunches, a bit uncertain about the idea. “You know what your aunt is like. Are you sure you want her to be here?”

“Quiet.” Cadenza snapped at him, lifting her head up. “Do you hear that?”

Shining Armor tilted his head. There were voices arguing nearby. Shining Armor nodded at Cadence to let her know he heard them as well.

Getting up, the two of them walked in the direction of the voices. When they found the source of the argument, Cadenza let out a gasp, grabbing Shining Armor and pulling him behind a rock to hide.

“Listen, Twilight Sparkle, the Aerialbots were a fluke.” Rodimus told her.

“So you're saying we should give up on them?” Twilight glared him.

“Yeah. They're a lost cause.” Rodimus insisted. “Twice now, we tried tah get him tah smash Megatron, and twice he failed tah do exactly that – and the second time, he nearly smashed US instead. So, yeah, I say it's time tah give up on them.”

“After all that labor I did ...all the work I put into bringing them to life for you, you want to toss them aside just because the first few runs didn't go as well as we'd hoped?” Twilight Sparkle asked. “I won't let you throw my creations away that easy!”

“Your creations? Ah, forget it! If it weren't for mine and Ratchet's knowledge of Cybertronian biology, youse woulda never been able to make 'em! And speaking of labor, do youse think we just walked up and asked nicely for all that steel we put into 'em? No! We stole it, fair and square. My guys were almost killed by the thing we were tryin' tah use to kill Megatron, so I think I have tha right tah-”

The rocks under Shining Armor's hind hoof choose this moment to slid out from under him, drawing attention to his and Cadenza's hiding place when he grunted as he tried maintain his balance. Not to mention the noise made by the pebbles themselves as they tumbled off the side of the ledge.

“What was that, eh?” Rodimus pulled out his pistol, searching for intruders.

“Up there!” Twilight pointed at the ledge. “You can't hide from me, Cadenza! I lived with you too long to not be able to recognize your unsightly face anywhere!”

“'Unsightly'?” Cadenza questioned as she and Shining Armor got out from their hiding space. “You don't think my face is unsightly, do you, Shining Armor?”

“Eh heh heh … sweetie, I think we have bigger problems at the moment than whether or not your face is unsightly. Like the giant, alien robot pointing a gun at us?” Shining Armor pointed to Rodimus.

“Why don't youse two come down here?” Rodimus gestured with his gun for them to climb down the side of the ledge. “And then we can have a nice, up close and personal talk.

Gulping nervously, Shining Armor clung to Cadenza. Cadenza climbed down onto the side of the rocks and slid down, spreading her wings out to slow their descent. Once they'd hit the bottom, Shining Armor separated from Cadenza and they tried to make small talk with Twilight Sparkle.

“Heeey, Twiley!” Shining Armor nervously greeted her. “Long time, no see, huh?”

“I'm torn.” Twilight Sparkle glared at him. “Part of me wants to hug you and kiss you both. Part of me wants to wants to tear your heart out … but another part of me wants to chop you up with a chainsaw.”

“I can help with that last one.” Rodimus raised his free hand up. The hand retracted into his wrist, and in its place rose a buzzsaw attachment.

“Hey now!” Cadenza protested. “We had some good times together, didn't we, Twilight? There's no need for all of this … menacing us with your pet robot's saw blades.”

“Pet? I ain't nobody's pet.” Rodimus advanced further on them.

“All of you, put a halt to whatever it is you're doing!”

Rodimus, Twilight, Shining, and Cadenza looked up and didn't believe what they saw. For Rodimus, it was because the Aerialbots were returning. For Cadenza and Shining Armor, it was because Queen Celestia was riding astride Silverbolt's jet-mode as a chariot of steel. For Twilight Sparkle, it was both.

The Aerialbots tilted downwards before nosediving, transforming into robot mode moments before they reached the ground. When came to Silverbolt's turn to transform, Celestia jumped off him and floated to the ground.

“Q-Queen Celestia!” Cadenza was quick to bow her head. “What are you doing here?”

“I am here to find the Autobots I have been told here can be found here.” Celestia answered. “My intent is to have these Autobots act as my new army, and nopony will persuade me otherwise.”

“Your army? Forget it.” Rodimus crossed his arms. “The Autobots aren't answerin' to anybody but me, and maybe Twilight Sparkle from here on out.”

“If I may, Rodimus.” Silverbolt spoke up. “Do not be so quick to dismiss her. Queen Celestia is a powerful ally. More powerful than Twilight Sparkle, I'd wager.”

“That's no surprise, considering I used to be her teacher.” Celestia disregarded Twilight Sparkle's fuming gaze.

“With no understanding of our systems, her magic was able to fully repair the damage Menasor inflicted on us.” Silverbolt told Rodimus.

“Hmm.” Rodimus cupped his chin.

“I must say, when I learned they were other Autobots to be found, I was hoping there would be more of you.” Celestia walked around, looking for any sign of other Autobots.

“There are others.” Rodimus told her. “There's myself, Ratchet, Grimlock, Goldbug ...”

Celestia raised an eyebrow. “Is that all?” Her voice expressed her disappointment.

“That's not all of them. There are more inside the Decepticon ship. Plenty more.” Twilight Sparkle bragged.

“Yeah, and the only reason we haven't gone in to rescue them is because those Changelings bozos usin' their magic to chase us out.” Rodimus said. “If it weren't for them, we would have rescued our compatriots, killed Megatron, and been off this planet by now.”

“An entire … ship?” Celestia's expression and tone was akin to a child being walked into a candy story and being told they could have anything they wanted. “You Autobots may be overwhelmed by the Changelings' magic, but I assure you, I am more than a match for them. Once inside, I will rescue the Autobots, and in return … you will serve me, as my iron army.”

Twilight went wide-eye when she found herself nose-to-nose with Celestia.

“Twilight Sparkle, you must lead me to this ship.” Celestia said.

“Why should I?” Twilight Sparkle questioned, sneaking her way out from under Celestia's nose. “You banished me to Ponyville, remember? You threw me out of the castle and into a shoddy library tree home! You said I wasn't your student anymore.”

Celestia rolled her eyes. “Only after you tried to betray and usurp me. Or have you conveniently forgotten those key details?”

“Why should I do anything for you?”

“Because ...” Celestia answered with a smile. “I desire to have these Autobots serve me, and I will not be denied. I would be willing to give you anything you asked for, so long as you will lead me to this ship. I will give you riches, a castle, a variety of potential husbands to choose from … why … I would even make you my personal student again.”

Twilight Sparkle went starry-eyed, her eyes quivering as she thought about what it would be like to be under Celestia's pupil again, and all the riches and commendations that would entail.

“Y-you mean it?” Twilight asked. “This isn't some kind of trick or a lie?”

“No.” Celestia said. “Truth be told, I have begun to miss having a student to teach ...”

“O-okay.” Twilight wiped a tear from her eye and nodded. “I accept. I'll take you to the Decepticon ship, and you'll take me back as your student.”

“Agreed.” Celestia shook Twilight's hoof.

“That's our Twiley.” Shining Armor said with a smile. “She still wants the love and respect of the ponies she hates and wants to kill!”

“Indeed.” Celestia said. “Come now, Cadenza. Shining Armor. We are to make for the ship at once!”

“What?” Twilight exclaimed. “Whoa, whoa, hold on. I never agreed to working with Shining Armor and Cadenza on this.”

“It's true.” Shining Armor said. “Technically, she never said that.”

“Come now, Twilight Sparkle.” Celestia used her magic to pull Twilight Sparkle and Cadenza close together, wrapping her wings around both of them. “Surely gaining such a massive advantage as an Autobot legion is more important than whatever bad blood is between you two? Why don't you set your silly grudges aside and kiss and make up?”

Cadence and Twilight crossed their legs, turning away and humphing.

“I SAID, 'kiss and makeup'!” Celestia shouted, her horn glowing purple and her eyes turning white as her body surged with magical power.

Twilight and Cadenza were sufficiently intimidated. They jumped into each others' embrace, hugging each and kissing each other on the lips.

“See?” Cadenza said, pulling away. “We're kissing! We're making up! You see? We're totally making up right now! Please don't turn us into sea slugs or vaporize us.” Cadenza resumed kissing Twilight.

“Yes.” Celestia said, possibly enjoying the sight just a little too much for Rodimus' and Shining Armor's comfort. “Yes, that's it.” Celestia applauded.

“O ... kay.” Shining Armor said. “I'm gonna go over there until you, um, until you three are ready to go ...” His cheeks a rosy red, Shining Armor galloped out of sight.


“This ought to do the trick ...” Starscream continued to fiddle through the wires and circuits on the interior of the ship before closing the panel and pushing a nearby button, which caused a series of red, crisscrossing lasers to appear within a nearby doorway.

Starscream patted his hands together after a job well done. “I had to salvage some parts from the rest of the ship to do it, but I've vastly improved the security of the ship, Lord Megatron. Automated turrets and lasers are online. There's a laser tripwire set up in the door leading to where we keep the Autobots. If someone tries to go through the door, it will send a signal through our comms to alert us. Once Chrysalis establishes her force field, this ship should become impenetrable by any Autobot.”

“It was a great idea to come upgrade the ship's defenses.” Cliffjumper said, alternating between conversation and checking his radar to see if it had detected the Aerialbots. “Why didn't we do this sooner?”

“Too busy, I guess.” Side Swipe said. “Between all the things wrong at Canterlot we've trying to fix, trying to find the Autobots and dealing with Superion … there hasn't been much time for other things. Plus, Chrysalis has been rather confident in her Changelings ...”

Megatron nodded at Side Swipe before walking outside of the ship. “Chrysalis, progress report?”


“Almost … got it.” Chrysalis's eyes were shut tight, while a quintet of concerned Changelings crowded her. Megatron could tell she was trying to focus.

“There.” Chrysalis opened her eyes as a pink beam of light emerged from her horn. It traveled several yards up in the sky before spreading out and covering the shipwreck under a pink, sparkly, translucent dome.

“Do you like it?” Chrysalis asked Megatron with the eagerness of a child trying to please their parents.

Megatron examined the force field for a moment. “From a strictly aesthetic view, yes. The transparency combined with the soft pink colors makes for a pleasing visual. But … will it hold?”

Chrysalis nodded. “It will.”

Megatron continued to look up at the force field before turning his attention to Chrysalis. “Chrysalis, we've making a lot of improvements to our security. Are you sure you don't want to … relieve some of your Changelings of their duty? Surely they must be getting tired ...”

Chrysalis shook her head, her mane bobbing to and fro. “Nope! They're not tired. I make sure they all take shifts. Besides, look at what they can do.” Chrysalis gestured her head at the quintet around her.

The quintet saluted at their Princess before lining up in a row. With military precision, they lowered their heads and fired bursts of magic from their horn. The magic blasts traveled up in the air and exploded with a sound like fireworks. It looked pretty, but it didn't take a scholar of Megatron's caliber to figure out any Autobot who got hit by those projectiles would be singed.

“See?” Chrysalis gestured to the display of magical firepower. “You have nothing to worry about, Megatron. “No Autobot is going make through to the ship's hold. I promise.”

Megatron smiled, his worries put to rest. “Decepticons, let's go back to Canterlot. We still have work to do there if we want to make life enjoyable for the citizens there.”

Megatron, Chrysalis, and the Decepticons walked through Chrysalis's force field, the barrier allowing them to pass. The Decepticons transformed and headed towards Canterlot, with Chrysalis flying besides Megatron.

“No Autobot will get through ...”

With the Decepticons fading into the distance, Queen Celestia, Cadenza, Twilight, Rodimus, and Shining Armor emerged from their hiding place – a nearby rock formation, large enough to hide an Autobot if he crouched.

“But I am no Autobot.” Celestia said. She spread her wings and soared into the air, looking down on the force field with the gaze of a cat playing with a freshly-killed mouse.

The tip of Celestia's horn lit up, a small sphere of light forming. Celestia let out a cry for havoc, sending a discolored, purple lightning bolt out from her horn which struck the center of the force field.

The force field began to crack. The cracks spread further and further, traveling all around the force field before the force field shattered into a thousand fragments, which faded away into non-existence as they fell towards the ground.

The Changelings guarding the Nemesis were alerted by the force field's sudden destruction. They gathered around on the grassy fields, searching high and low for the intruder.

“Intruder!” The first Changeling who spotted Celestia pointed at her. “Defend!”

“Defend!” The Changelings repeated, the order passing from one to another until an entire chorus of Changelings was chanting “Intruder! Defend! Intruder! Defend!”

The Changeling swarm almost disappeared under the light as each of their horns lit up. As individuals, they weren't a strong threat, but together, they could overwhelm opponents several times their size and far stronger with swarm tactics, wearing them out over time.

Acting as one, the Changelings fired at Celestia. Little pink rockets of magical energy which would explode and consume her body in magical fire.

If Celestia let them. Smiling at their well-intentioned, but doomed attempt to stand against her, Celestia summoned a shield around herself which appeared made out of the night sky itself. The Changelings' attacks hit the shield, creating numerous explosives and massive quantities of smoke without a single scratch on Celestia.

“My turn.” Celestia announced to the Changelings, who turned pale-white with fear.

Celestia sent out another bolt. This one hit swept along the ground in zigzagging patterns, upturning the earth and creating destruction in its wake. When it reached the Changelings, its destructive power sent their puny bodies flying, some of them unfortunate enough to land on the ground where the beam would hit them a second time. Most of them were flung far away from the ship they'd sworn to protect, others landing on rocks or even on the ship itself. When Celestia's spell had run its course, there was nothing standing in her way except for piles of unconscious and injured Changeling bodies.

Celestia set her hooves on the ground and walked up to the ship's entrance. Celestia peeked her head inside. Seeing nothing of concern to her, she beckoned for Twilight and the others to join her.

“Well, that was easier than I expected.” Celestia observed the interiors of the ship. “I mean, I expected it to be easy, of course ...”

“Don't pat yourself on the back just yet.” Twilight's eyes shifted around the room. “The Decepticons are tricky tricksters. They might have a few traps lying around here.”

“I will deal with them.” Celestia announced as she took a step inside. She did little more than raise her eyebrow when green dots appeared on her snout and her chest – automated defenses using laser sights to target her.

“Queen Celestia, look out!” Twilight shouted, recognizing the dots for what they were.

Celestia looked back at her and chuckled. Celestia's movements as she jumped into the air to avoid a hail of gunfire were as carefree as could be. Narrowing her eyes, Celestia fired another lighting bolt through the ship. Celestia willed it to destroy all the turrets she could see, every defense she could find – anything which appeared to have a gun barrel attached to it.

Proceeding through the ship until they reached the door to the hold, the laser tripwire gave Celestia only a slight pause. Chuckling, Celestia walked right through it.


Megatron winced as a signal pierced through his audio receptor. He knew it had to be the signal from the ship, informing them of a breach.

“Come in, Changeling guards.” Megatron activated his comm, hoping a Changeling would be close enough to a station to communicate. “Changelings, come in. What's going on over there? Changelings, I repeat, come in.”

Megatron's demands for an answer were answered with the sound of an explosion. Suffice to say, this didn't instill a great deal of hope in him.


“Thank you, Rodimus.” Twilight said, observing the remains of a panel which Rodimus had blown up with a single shot.

“My pleasure.” Rodimus held his gun to his lips and blew out the smoke coming from its barrel.

Celestia examined the door being barricaded by a series of crisscrossing lasers.

“Humph. Child's play.” Celestia fired a different kind of beam from her horn, trailing along the door frame, shorting out the devices generating the lasers. This final barricade dealt with, Celestia moved to claim her prize.

When she stepped into the room, where Autobot and Decepticon bodies alike were scattered on the floor and hung up against the walls, Celestia, who was almost never without a calm demeanor or a crooked smile, went wide-eyed at the sight of so many robots in one place. So many soldiers for her army.

“Don't make the same mistake I did, Queen Celestia.” Twilight Sparkle said. “Make sure you only get the ones with the purple faces on them, like Rodimus here. The ones with the red faces are those goody two-shoes Decepticons.”

“Twilight Sparkle, once we are done here, you really must tell me more about these Decepticons.” Celestia prepared a spell. A small orb of light appeared on the tip of her horn, increasing in size before shooting out dozens of bolts of energy, which spread through the room, blanketing the hold in an electrical storm.

The bolts latched onto the unconscious Autobots, Celestia being careful to ensure she only had the ones with 'purple faces,' as Twilight said. Celestia's spell pumped electricity into the Autobots' systems, jump-starting their Energon-deprived bodies. The room was filled with droning as the Autobots whirred back to life. The Changelings' may not have been able to activate so much as one Decepticon, but Celestia's magic was powerful enough to activate several Autobots at once.

Twilight Sparkle had to admit, she was impressed. She had only ever managed to resuscitate five Cybertronians at a time.

Seeing the Autobots were reactivated, Celestia dismissed her spell.

The Autobots crawled to their feet, some of them leaning on the wall for support.

“Er, what?” An Autobot asked. “What happened?” He looked at the doorway. “Rodimus? What's going on? Where's Optimus Prime?”

Rodimus chuckled. “Eh, Optimus had to be leavin' us, youse get what I'm sayin'?”

“Optimus Prime … dead?” An Autobot questioned. “No! I don't believe it!”

“Well, youse better start believin' soon, or things are gonna get ugly real quick between youse and me.” Rodimus said.

“Attention, Autobots.” Celestia said. “It is I who have resurrected you. It is I who have brought you from your long slumber. In exchange, I expect you to serve and obey me. Surely that is not too much to ask after I have so generously dedicated my time to reactivating you?”

“We only take orders from Optimus Prime.” An Autobot insisted, crossing his arms.

“Youse listen here.” Rodimus said. “We take orders from this lady, now, capisce? She's our boss now. She didn't have to come all this way to come bring youse guys back online, so show her a little appreciation, huh? From now, we take orders from her!”

Rodimus turned his head aside. “At least, for the time bein' ...” He muttered under his breath.

“Yes!” Twilight pumped her hoof. “With all these Autobots, we'll have no trouble taking back Canterlot!”

“Canterlot?” Celestia asked, turning to Twilight. “Tell me, Twilight Sparkle, what has become of Canterlot in my absence?”

“Oh, it's just awful.” Cadenza whined. “The Decepticons threw me out and took control of it. They started making all these changes to the law, being, ugh, nice and helping ponies! Can you believe it?”

“What?” Celestia said. “Twilight Sparkle, is this true?”

Twilight nodded.

Celestia glared, and though it wasn't directed at her, Twilight winced.

Celestia stomped her hoof, the raging sadist inside her disgusted at the Decepticons' efforts to help ease the suffering she had deliberately placed upon her citizens. “This cannot be allowed to stand. We are going to Canterlot this instant and removing the Decepticons … by force, if necessary.”

“Can we use force even if it isn’t necessary?” Twilight asked, stars in her eyes at the prospect of violence.


“We need to investigate what's happening at the Nemesis.” Megatron clenched his fist. “Starscream, Soundwave, and …” Megatron paused to consider how he wanted to divide his forces. “Motormaster, Breakdown, and Wildrider, you're with me. The rest of you, stay here in Canterlot with Cliffjumper in case trouble arrives at Canterlot while we're away.”

“Megatron?” asked Starscream. “Considering the Stunticons' unique abilities, are you sure it's wise to separate them?”

“You're right.” Megatron paused to think about this and shook his head. “Oh, we can't waste time on this. Who or whatever has gotten into the ship could be reactivating the Autobots this very minute, and we can't afford to let them do that. Starscream, you and I will fly out ahead of the others. The Stunticons will follow, given how fast they are in their vehicle modes.”

“What about us?” Cliffjumper asked.

“You'll stay and watch over things here with Soundwave and Side Swipe.” Megatron answered. “If we need your help, we'll call you on our comms.”

“I can't imagine anything you would need us for when you have Menasor around.” Cliffjumper gave Motormaster an earnest slap on the shoulder, something which Motormaster didn't appreciate.

“Decepticons, transform and rise up!” Megatron ordered, pointing at the skies.

“SHE'S BACK!” A hysterical pony went running through the streets, eyes stretched out with fear. “SHE”S BACK!”

“Or not.” Megatron wryly commented. He walked over to the pony, placing a hand in front of him. The pony bonked his head on Megatron's palm, giving Megatron the chance to talk to him.

“Who's back?” Megatron asked him.

“Celestia!” The stallion answered. “Queen Celestia! She's back from her mission of conquest, and now she's returned to Canterlot! We're doomed! DOOMED, I TELL YOU! And after your Decepticons were making our lives so much easier ...” The stallion covered his face as he broke into tears.

Megatron attempted to comfort him. “Don't worry, my friend. We won't let Celestia get in the way of making life good for all citizens of Equestria.”

The stallion stopped wailing, if only for a few minutes. “Oh, and she's got these steel giants with her. They looked a lot like you and your friends, actually.”

“Metal giants?” Megatron became apprehensive as he thought about what these metal giants could be. “Decepticons, it looks like finding out what happened at the Nemesis will have to wait. We're going to investigate these 'metal giants.'” Megatron beckoned for the Decepticons to follow him before running off.

“I have a bad feeling we're about to find out anyway ...” Cliffjumper said to himself before transforming and driving after Megatron.


Out on the streets of Canterlot, a crowd of ponies gathered to see if what the others were saying was true. To see if their worst nightmare had come to life and Queen Celestia had returned, bringing with her all the suffering and misery she was known for.

The ponies gathered were not happy to see it was true. Queen Celestia had returned, and she'd brought Cadenza and an army of giants with her. Seeing their despot of a queen in the flesh, some ponies shuddered. Others went weak in the knees while some lost what little hope the Decepticons had given to them.

Queen Celestia addressed the crowd, causing those who were at the front of the crowd to gulp nervously.

“Citizens of Canterlot … I know much has changed during my absence. I realize that, without my gaze upon you, you have bought into the illusion that things can change … that the Decepticons have sold you on the sham that your lives can be improved. That they can be better and more … fulfilling. I am here today to tell you that you are wrong. The Decepticons have lied to you. Now that I have returned, everything will be going back to the way it was – the way its are supposed to be. Effective immediately, any changes the Decepticons have enacted to Canterlot legislature are to be undone and ignored.”

“Excuse me.” A voice in the crowd said as he pushed his way through and attempted to reach the front. “Pardon me. Sorry. Pardon. Excuse me.” A befuddled crowd moved and adjusted to allow this pony safe passage through. It would be rude not to let him through, even if they all thought he must have been mad for trying to reach Queen Celestia.

“Here we go.” Fancy Pants emerged from the crowd and locked eyes onto Celestia. When Celestia focused her gaze on him, he couldn't help but shiver from her cold eyes. He held his ground.

Celestia was amused by the determined look on his face and display of foolish bravery. “And who might you be, that dares to speak to me directly?”

“Fancy Pants, Your Majesty.” Fancy Pants bowed out of courtesy. “I represent the workers of the industrial sector, and I'm here today … well, I'm here today to tell you no.

The crowd gasped at Fancy Pants' belligerence. Twilight and Cadenza glared at him.

Celestia chuckled. “No? Whatever do you mean by that?”

“I mean, no, things will not be going back to the way they were!” Fancy Pants insisted. “As much as it might pain to me to admit, the Decepticons have done some good work here. They've improved our quality of life here, in that now we can LIVE instead of just 'surviving'! We no longer have to worry about if we'll make enough to feed our children hay. We don't have to look over our shoulders at every corner for fear a Royal Guard will arrest us for some minor offense! And to toss all that aside, simply because you say so, well … to me, that would seem to be the epitome of cowardice!

“You are rather eloquent for a manual laborer.” Celestia said.

Fancy Pants coughed, not sure how to take a compliment from Celestia. “Er, thank you, Your Majesty.”

“I can see you have all forgotten much in my absence.” Celestia walked towards Fancy Pants. “I had hoped Cadenza would have been able to ensure Canterlot remained unchanged from the way I left it, but now I see my confidence was misplaced.” Celestia gave Cadenza a glare out from the corner of her eye. Cadenza shamefully turned away.

Celestia continued to advanced on Fancy Pants. “You have all forgotten what is like to live under my reign. You need to learn how to address royalty again. You need to learn your place again. And most importantly ...”

The tip of Celestia's horn glowed with teal light.

“You need to learn how to fear me again.”

Celestia electrocuted Fancy Pants, an arc of lightning bouncing from her horn to his body. Fancy Pants' body twitched and went into spasms as he was overwhelmed by the energy. Every so often, there would be a flash and his bones would become visible, giving the crowd an grotesque example of what kinds of fate awaited them, should they attempt to revolt against Celestia's will.

When Celestia was satisfied with Fancy Pants' torment, she terminated the spell. Fancy Pants, his white coat painted black with electrical scorches, fell to the ground. Every so often, his unconscious body would give off an erratic twitch.

Megatron and the Decepticons soon arrived. Megatron, in jet mode, flew over the crowd and transformed, landing in front of the crowd.

“Fancy Pants?” Megatron was shocked to see what had become of Fancy Pants, but it was nothing compared to his reaction to the metal giants standing behind Celestia.

The metal giants were the Autobots. The same Autobots whom Megatron had been keeping prisoner inside the hold of the Nemesis. The Autobot legion stretched out as far as the eye could see, going out of the city and down the mountain. Celestia must have reactivated every single one of them. Megatron realized it must have Celestia who stormed the ship and retrieved the Autobots therein.

“How you doin', huh?” Rodimus asked Megatron, smugness dripping off his words. He could see Megatron's jaw slackening as the graveness of the situation set in. “Wanted tah introduce youse tah a couple of buddies of mine.”

“Who is this?” Celestia pointed to Megatron.

“That's Megatron.” Twilight Sparkle answered. “He's a big meanie who leads the Decepticons.”

“That's right.” Megatron deployed his sword, which was mounted to the underside of Rumbler. “'Meanie' is debatable, but I am the leader of the Decepticons.” Megatron brandished his blade at Celestia. “And I will protect these ponies from your tyranny.”

Celestia raised an eyebrow. “Is that so?”

Megatron nodded. “You … you were the one who triggered the alarm from the Nemesis, weren't you?"

Chrysalis stepped forward. "Did you hurt my Changelings?"

"Changelings?" Celestia asked. "Oh, is that the name of those little pink bugs that I crushed beneath my heel?" Celestia smirked.

"You!" Chrysalis could barely contain her rage, her horn sparking. Megatron put a foot down in front of her to keep her from charging Celestia.

Megatron turned back to Celestia. "You went in there and you rescued the Autobots. Why?

“To serve as my war machines.” Celestia explained to him with a smile. “My normal army just doesn't cut it anymore ...”

“Are you mad?” Megatron exclaimed. “You can't control the Autobots! They're an unruly mob bent on plundering the galaxy for resources. They'll destroy your planet and kill everyone on it for fun.”

“I do love rampant destruction.” Celestia said. “Now if you'll kindly remove yourself from my path, I have a throne I'd like to return to.”

Megatron shook his head. “I can't allow that, Your Majesty. I cannot allow you to take control of the Autobots, and I cannot allow you to return to your throne in Canterlot and plunge these ponies into poverty and despair. To that end, Queen Celestia ...” Megatron swiped his sword through the air. “I challenge you.”

Celestia took one look at him, getting a measure of his combat ability. “You're not worth my time.” Celestia turned away from him, and Megatron could tell she was about to give orders to the Autobots to attack.

Megatron grimaced. He couldn't let that happen. There were dozens, if not hundreds of Autobots present. Megatron knew his forces couldn't fight off so many Autobots, even with the Stunticons and their combined form of Menasor on his side. Menasor would only be able to defeat so many of them before they wore him down. In fact, Megatron had a vague recollection of a combiner team being present amongst the deactivated Autobots, which would remove any advantage Megatron stood to gain.

No. He had to fight Celestia and defeat her, and he had to manipulate it so her defeat represented the defeat of the Autobots as a whole. There was no other option. His morality wouldn't allow him to surrender and leave Canterlot to Celestia's not-so-tender mercies, and trying to fight the Autobots with his small forces would be suicidal.

“Celestia!” Megatron shouted for her attention, excising the “Queen” part from her name as a deliberate grab for her attention. It worked, as Celestia turned to face him. “What if I were to make it more interesting for you?”

Celestia grew intrigued. “I'm listening.”

“How about a wager?” Megatron smiled, knowing he had Celestia right where he wanted her.

“Go on ...”

“A duel. One on one, between you and I.” Megatron explained. “If I win, you have to leave Canterlot and deactivate all of the Autobots … including Rodimus and the Aerialbots.”

“And if I win?”

“You don't have to do anything. I'll gather up my Decepticons and together, we'll leave Canterlot and exile ourselves into the wilderness.”

Protests ensued from the other Decepticons.

“What?” Motormaster reacted in surprise.

“No way!” shouted Cliffjumper.

“I sure hope you know what you're doing ...” Starscream muttered.

Megatron knew his plan might prove unpopular with the Decepticons. He had little to work with, and he needed to barter something which would tempt Celestia into accepting his terms. It was a risky gamble, to be sure – the willing exile of the Decepticons if he lost. But what he stood to gain – the complete deactivation of the entire Autobot army – well … he had to risk it. He had to take the chance.

“Oh, I do so enjoy a good gamble.” Celestia smirked. “Very well. I accept your terms.”

“What?” Twilight Sparkle was incredulous. “Queen Celestia, you can't be serious!”

“Hey! Don't I get a say in dis?” Rodimus placed his hands on his chest. “I got my freedom at stake here too, ya know!”

“No.” Celestia told him, causing a stunned Rodimus to turn silent.

Celestia marched forward to meet Megatron on the field of battle. When Twilight Sparkle attempted to join her mentor, Celestia held out a wing to hold her back.

“No.” Celestia told her. “This has to be between Megatron and I. Those were the terms of the duel.”

Megatron had to do the same thing to Starscream, whose first instinct was to rush in and protect his leader. “No, Starscream. I have to face her alone. Those were the terms I set, and I intend to honor her. Understood?”

“Understood.” Starscream backed off and crossed his arms. “But that doesn't mean I have to like it.”

Megatron nodded in acceptance of this before walking up to meet Celestia.

“He's so much bigger than she is.” A pony in the crowd observed. “He could stomp her. How is she going to stand a chance?”

Megatron and Celestia walked towards each other until they were an equal distance apart. Megatron closed his eyes and gave Celestia an honorable bow. Celestia was courteous enough to return it.

Now the duel began.

Both Megatron's and Celestia's first thought was to take to the air, where they had a significant amount more room to maneuver than in the crowded Canterlot streets. Once they were both at a respectable height off the ground, Megatron made the first move. He charged at Celestia with an outstretched fist. The fight had only just began; there was no need to get into fancy tricks. Besides, by opening up with an incredibly simply attack, Megatron could lure Celestia into a false sense of security before taking her by surprise with the more advance moves in his repertoire.

As it turned, Megatron may have been the one in a false sense of security the whole time. Before his fist connected with any part of Celestia's body, Celestia held her hoof out and caught it, not only blocking his punch and stopping the momentum Megatron gathered, but injuring his hand as well.

Megatron jerked his hand away and inspected the damage. His ring finger and middle finger were cracked all over, almost to the point of breaking off his hand. Even factoring in Celestia's horseshoes, there was no way an organic should have been able to inflict this kind of damage to Megatron's fingers.

“What … are you?” Megatron asked, taking his eyes off his fingers and looking at Celestia.

“I am your doom.” Celestia's horn began to glow, warning Megatron of her attack. She fired a simple white beam at him.

Megatron, though on edge by how easy it was for Celestia to injure him, refused to be intimidated. Using the thrusters in his feet, Megatron moved to the side to avoid Celestia's beam. He drew up his arm-cannon and fired at Celestia, who dodged his attack before firing again.

On the ground below, Twilight Sparkle was observing the fight.

“This isn't getting us anywhere.” Twilight began to charge a spell in her horn.

“Oh no you don't.” Starscream noticed and aimed his arm-cannon at Twilight.

Cliffjumper wrapped his arms around Starscream's shoulder and pulled him away. “You can't do that! If you fire at her, it'll provoke the Autobots!”

“You're right.” Starscream admitted, Cliffjumper releasing his hand. “Still, I have to do something ...” Narrowing his eyes, Starscream aimed his cannon upwards.

Twilight and Starscream both fired at Megatron and Celestia. Celestia and Megatron barely avoided the shots.

“Twilight Sparkle!” Celestia snapped. “I told you not to interfere!”

“Starscream, I thought we talked about this!” Megatron shouted.

Celestia glared at Twilight Sparkle, who shrugged. It proved a distraction long enough for Megatron to reach over and clock Celestia with his fist, knocking her flight path askew. Megatron disliked resorting to such a cheap shot, but there was too much at stake.

Celestia growled at him. Celestia fired a sustained white beam from her horn. Megatron responded with a sustained green beam from his cannon.

The two beams collided in mid-air, each pushing against each other and trying to overpower the other. It was difficult to say who had the advantage; sometimes Celestia's beam would gain ground, only for Megatron's to push it back. It went back and forth several times, with Celestia ultimately becoming triumphant and overwhelming Megatron. Her beam cut through his beam and struck him on the chest, causing a small explosion.

By the time the smoke cleared and Megatron could see again, Celestia had closed the distance between them and bucked him, creating two distinct cracks around Megatron's chest. Refusing to let Megatron have a single moment to recover, Celestia fired a magical blast at point-blank range. It impacted Megatron with full force and sent him plummeting into the side of the mountain Canterlot was built into.

Megatron crashed into the mountainside, carving a huge chunk out from the mountain. Rocks and pebbles fell around him, kicking up dust and dirt.

Twilight Sparkle and the Decepticons on the ground moved to follow the fight.

With a smile, Celestia approached the site of Megatron's crash-landing, expecting to find him lying broken and defeated under a pile of rocks. She was taken by surprise when energy projectiles of varying colors - including red, green, and yellow - shot out from the cloud of dust.

Megatron roared and rocketed out from the cloud of dust. He transformed into jet mode and flew at Celestia at full speed, meaning to ram – and possibly impale – her with the tip of his nosecone. Celestia thwarted his efforts by creating a force field around herself, resulting in Megatron's nosecone pressing uselessly against a purple barrier. The force field shimmered and pulsated, giving off light as it resisted the pressure the metal nosecone exerted on it.

Megatron transformed to robot mode and slammed his fist down on the force field. Celestia sat inside her protective bubble, content to let Megatron wear himself out.

Megatron deployed his arm-blade. He raised the blade over his head and brought it down on the force field, not achieving anything other than fluctuations in light as the force field repelled his attack.

“Grr ….” Growling and gritting his teeth, Megatron grabbed the blade in one hand and removed it. While it was normally attached to his cannon, nothing prevented Megatron from detaching it and using it as a more traditional sword. Megatron proceeded to slash and hack at the force field, banging his sword against it. But no matter how much power he put into his swing, the force field wouldn't break.

Recognizing he needed to to change tactics, Megatron transformed into jet mode and flew into the sky. Strafing Celestia's position from the clouds, Megatron fired a barrage from his many, many laser cannons.

Inside the force field, Celestia winced, which Megatron took be a good sign his strategy was working. He veered to the right, pelting Celestia's shield with another barrage before flying around and hitting her from the other side. The force field began to crack, so Megatron felt emboldened and fired one last volley, which was too much for the force field to take. It faded into nothingness.

Megatron tried to press the advantage, transforming into robot mode. Sword held in his hand, Megatron charged at Celestia and attempted to slash her.

Celestia ducked to the side, avoiding what might have been the finishing blow. Celestia charged up her magic and fired a beam at Megatron.

Megatron, bitter she had avoided his sword, indulged her. Meaning to beat her at her own game, Megatron fired a beam at Celestia.

This would be his undoing.

As before, the beams collide in the middle of the air, pushing against each other to prevail.

This time, however, Celestia had a trick up her sleeve. Closing her eyes for a brief moment, Celestia focused. When her eyes opened again, they had turned a glowing white. Celestia's beam increased in size and intensity, overpowering Megatron with ease. The beam struck him square in the chest, producing an explosion. When the smoke cleared, Megatron's entire body was covered in cracks, and he was leaking Energon in places, including his chest, arms, and mouth.

Celestia chuckled at him.

“As I said before … you're not worth my time.”

Celestia's horn lighting up was the only warning Megatron had before a series of laser and beams and exploded her horn, in what might have been a cruel mockery of Megatron's own laser barrage attack.

The massive volley of spells curved around and headed straight for Megatron. Megatron had little time to react. Each and every magical bolt hit him dead on the mark, creating explosion after explosion after explosion, which tore apart his body and torn him apart from the inside. One explosion even removed his leg from the knee down.

Megatron's optics flickered. “Ooh ...”

Letting out a pitiful groan, Megatron's engines shut off and he fell to earth. Megatron's body hit the side of the mountain and tumbled down. On his way down, he would occasionally hit a jagged rock, which shredded his already damaged body even further. Sprockets, gears, and springs bled out from Megatron's wounds as his battered body was beaten by the rocks until he landed at the base of the mountain.

“MEGATRON!” Starscream shouted, recognizing how severe Megatron's damage was.

“MEGA-DUDE!” Soundwave added, showing his concern in own way.

They, and the rest of the Decepticons, and Chrysalis, either flew or slid down the mountain, using their own feet as skis until they hit the bottom, where the Decepticon leader lay. Broken, battered …

Defeated.

“Megatron?” Starscream and the other Decepticons gathered around his body. “Lord Megatron? Say something.”

“Come on, Mega-dude ...” Soundwave begged. “Don't leave us hanging!”

Megatron's optics briefly flickered back to life. He looked around at the Decepticons. He turned his head. When he spoke, it was a wheezing gasp. It was clear even something as simple as speaking put a strain on his systems.

“Star … scream.”

Starscream knelt by his leader's side. When Megatron held out his shaking hand, Starscream put both his hands on it.

“I'm here, Megatron. What do you need?”

“The damage ...” Megatron coughed. “Is too great … I … I won't … ”

“You won't?” Starscream asked. “You won't what? What are you saying?”

“Megatron, sir.” Soundwave saluted. “Don't leave us like this.”

“Starscream ...” Megatron said. “You … have been by my side for as long as I can remember. I have … always been able to … rely on you for advice. For anything. On … multiple occasions, you've ... demonstrated your resourcefulness and ... strategic thinking. You've proven … to me … you have what it takes. That is why ...”

“No.” Starscream clutched Megatron's hand, in denial of what was happening. “No, don't. Don't you dare. Not like this. Not like this.”

“I want you … to lead the Decepticons. They need … a capable commanding officer … and that's you.”

Starscream threw Megatron's hand down in anger. “Lead them yourself.”

“I … know I can … count … on ... you.” Megatron's face turned upward in a weak smile before his optics flickered. They dimmed before going off and turning pitch-black.

Chrysalis covered her mouth, attempting to hold back her tears as the reality sank in on her.

“Get up.” Starscream pounded on Megatron's chest. “Get up.” Starscream pounded his chest. Starscream stood up and kicked Megatron in the side. “GET UP, DAMN YOU!”

“Starscream.” Cliffjumper grabbed Starscream's shoulders. “He's gone. There's nothing we can do for him.”

Chrysalis sniffled. Soundwave pressed a button on himself and played the song of a funeral march. Side Swipe bowed his head, as did the Stunticons.

“Oh my.” Celestia observed all this from above. “It appears I've won the duel. And you know what that means ...”

Celestia landed on the ground. Twilight Sparkle walked up next to her.

“Shouldn't we be doing something? Shouldn't we attack them?” Twilight Sparkle asked.

“Not yet, my dear Twilight Sparkle.” Celestia answered, draping a wing around her. “Let them grieve. Let them … suffer. Then we will set the Autobots on them.” Twilight, satisfied with this plan, snuggled into Celestia's wing.

Starscream turned away from Megatron's body. “Decepticons, transform and rise up. We're leaving this place.”

“But … Starscream.” Chrysalis asked. “Where will you go? Where will we go?”

Starscream shook his head. “I don't know.” He looked up to see the Autobot army marching out from Canterlot, climbing down the mountain to pick off their hated Decepticon foes while they were still reeling from and mourning their leader's death. “Right now, anywhere that isn't here will do.”

Starscream transformed into jet mode and flew away. The other Decepticons followed his lead, transforming and driving away from Canterlot. Motormaster stopped to collect Megatron's body, hauling it on the hitch of his trailer mode.

Chrysalis stopped to take one last, longing look at Canterlot. For six months now, this place had been her home. She had made friends here. She saw a future for herself and her Changelings here.

Chrysalis, keeping her gaze on the ground, turned and flew away from the mountain.

She didn't look back.