//------------------------------//
// Ch11: Decepticons Attack! 
// Story: Applebloom: Transform and Roll Out! 
// by Dusty the Royal Janitor 
//------------------------------//

(A/N: This story takes place after issue 10 of the My Little Pony Comic Book and the Cutie Mark Crusaders Micro Series comic. This story also does not officially recognize any events of Season 3 onward. The story primarily takes place in the Transformers Aligned Continuity Family with certain smaller inspirations taken from the Transformers Animated and G1 continuity families.)

___________________________________________________________________________________





Applebloom: Transform and Rollout!
by Dusty the Royal Janitor





Chapter 11: Decepticons Attack!





The sun was beginning to dip low in the sky when they appeared. Ponies all over the city were just beginning to close up shop and head home for the day to enjoy a nice meal and maybe do some light reading before turning in for the night. Life in the bustling city of Canterlot rarely left many ponies with much in the way of energy late in the evening. In fact, there was only one section of the city where this seemed to be untrue: the Arts and Theater district.

Indeed, if anything the Arts and Theater district came alive with the setting of the sun. The district in question had just about everything that anypony could ask for, no matter what walk of life they came from. From the loudest, raunchiest, and wildest nightclubs, to the snootiest, stuffiest art gallery openings, and everything in between, there was something for everypony in the Arts and Theater district.

The district ran through Eastern Canterlot like a waterfall. Stretching from the topmost point of the city, just below Canterlot Castle itself, down the sloped, terraced city, further stretching into every section of the metropolis, from the rich upper terraces, to the poorer lower levels. The fancy opera houses, orchestras, galleries, and high class theaters could be found closer to the castle. Movie theaters, comedy clubs, jazz clubs, coffee shops hosting poetry slams, and other more common fare dominated the middle steps of the city, and the lower sections were dominated by nightclubs and bars of a more ‘primal’ intent. 

It was at Golden Masque’s “Théâtre de Nuit Étoilée” that it happened. The theater, despite the fancy sounding name, was a relatively new establishment, having only been founded in the last three years, and situated in the middle terraces. Despite this, it was quickly becoming a very popular spot for ponies of a more ‘upper class’ persuasion to congregate, as the owner, the aforementioned Golden Masque, had a brilliant strategy for bringing in patrons. Get a single pony who was already a big name in the theater circuits to star in whatever play they were putting on that week to get ponies to take a first look, and fill the rest of the cast with fresh, but no-less talented unknowns. 

Unknown or not, only the best ponies got to star in Golden Masque’s plays, and when ponies talked about the quality of the performances, many ponies who otherwise would have found themselves bussing tables suddenly found their careers taking off. In the few years it had been running, Golden Masque’s Theatre had put on hundreds of highly acclaimed performances, launched the careers of dozens of young ponies, and brought in hundreds of thousands of bits, stimulating the economy of the community around it and gradually becoming a big name in Canterlot’s thespian community.

The interior of the theatre was a sight to behold. The massive thrust-style stage was lined with massive, red velvet curtains with golden lining and tassels, lit by enormous spotlights and smaller lights on the end of the stage. It sat amphitheater-style at the bottom of an incline, rows upon rows of more red, velvet seats leading up to the arched marble doorways that led to the lobby. Hanging above the rows of seats were dozens of private balconies for the particularly rich and famous. There was even one designated as a royal balcony, though as of yet, only Princess Cadance had graced the theatre with her presence. Hanging over the seating area, a gigantic crystal and golden chandelier hung, and above even that, the ceiling was painted with murals of famous scenes from some of the most well recognized plays of Equestrian history, including, but not limited to: the Fires of Friendship from “The Story of Hearth’s Warming Eve,” the Binding of Discord from the “Tale of Chaos’ Reign”, and the Balcony Scene from Shaken Spear’s classic “Roaming Glow and Jeweled Barrette.”

It was all levelled in minutes.

The current troupe of actors had congregated for the night to begin practicing the next play that would open that weekend. The actors were all busy reading over their scripts for the first time when an ungodly shrieking noise resounded through the theatre. Out of nowhere, a tear formed in space right in the middle of the room, opening a hole in time and space in a hypnotic, swirling blast of green light. The actors looked on in fascination and terror as out of the swirling vortex stepped a platoon of terrifying metal monsters, all sharp edges and deadly claws, their cycloptic, red, glowing eyes boring into the eyes of the collected ponies. The actors found themselves frozen in shock as the creatures filed two by two out of the hole in space, expensive velvet chairs crunching under their massive, metallic feet. The monsters quickly surrounded the stage, staring at the frozen ponies wordlessly as more and more of their number filed out of the portal, until two dozen of them surrounded the shivering actors. Finally, out of the portal came two, more unique metal creatures.

The first was a creature shorter than the rest of the platoon, though not by much. It still towered a good five yards above the ponies, however, reaching a final height of about eighteen feet. Where the other creatures were primarily purple and black, this one was mostly white with purple accents. Further separating him from the other creatures was the fact that this one had a face as opposed to merely a cycloptic eye. That said, his face was entirely alien to the ponies, silvery and smooth as a sheet of metal, with a wide mouth curled into a dangerous smirk. His expression was made even more dangerous by his eyes, one of which was slitted dangerously while the other was held open wide by some kind of circular brace, giving the impression that he was wearing a monocle. The rest of his head was white and sculpted to look like a helmet of some sort, draping down the sides and back of his head. His torso was lithe and purple, but broad at his white shoulders, which both jutted upwards until they were level with the top of his head, like massively oversized shoulder pads. The shoulders also seemed to contain hatches, behind which, the ponies could only guess what lay. His arms were long and silvery, ending in nasty-looking claws with a strange tube attached to his right wrist. Off of his back sprouted enormous purple wings, though they were unlike any wings the ponies had ever seen; stiff, metal, and rigid as opposed to feathered or leathery. Also off his back were two more tubes that rose up above his head, distinctly resembling cannons of some kind. His upper legs were purple, but his lower legs seemed to be made up of some kind of tread-like rubber material, and ended in black and purple feet that resembled boots.

The creature walked through the portal with a casual, controlled strut, his arms folded behind his back and a smirk on his face that might have seemed otherwise friendly, were it not for the menacing, piercing gaze of his mismatched eyes. As frightening as he was, though, the ponies present all gasped when they saw the creature that followed him. It was another metal biped, bigger than the rest, standing at least twenty-two feet tall. Forest green in color, his face was closer to the legion of other creatures that had stepped through first. His eyes, if there were any, were obscured by a yellow visor of some sort and the lower part of his face was covered by a faceplate. The top of his head was squared off, with ridges going down the sides. He didn’t seem to have much of a neck, as his head nestled into his massive torso, which put the other creatures’ bodies to shame. His bulk was considerable, looking like a bodybuilder next to a legion of lithe, limber swimmers. His shoulders were even more massive than the previous creature’s, stretching far over his head and seeming to be made of a similar tread-like material to the previous creature’s legs. His arms were long and bulky, looking something like a gorilla’s, and ending in massive, three-fingered, club-like hands. On his back rested a single cannon to the previous creature’s two, though the size of this one certainly made up for it, as the cannon in question was at least three times the bulk of one of the first unique creature’s. His legs were also treaded along the sides, though most of them were forest green and bulky, as wide around as tree trunks. They ended in massive, two-toed metal feet.

The ponies all stood frozen in fear on the stage, their heads darting around furtively as the creatures surrounded them. When the two unique creatures finally stepped through, the actors could only gulp in fear, knees shaking as they approached the stage. Finally, Golden Masque himself mustered up the courage to step forward and address the intruders. Clearing his throat, the theater director steeled himself and addressed the invaders.

“M-my name is Golden Masque,” he said, trying to keep his head held firm. “W-what is the meaning of this intrusion?”

The purple and white creature’s smirk seemed to widen in amusement as he reached the edge of the stage, leaning over the little pony. “Ah, meine Freunde!” he began cheerfully, “perhaps you could be of help to us. My comrades and I are looking for ze Autobots. You vouldn’t happen to know vhere ve could find zem, vould you?”

Golden Masque blinked at the request. The fact that it was coherent and that these creatures spoke Equuish was surprising enough, but their request was even stranger. “Autobots?” Golden Masque parroted, confused, looking around his troupe to see the other ponies just as befuddled by the request beneath their terror. Eventually he turned back to the giant metal creature. “I’m afraid I’ve never heard of them.”

The creature frowned, pursing his metallic lips. The expression quickly reverted back into a smile as he shrugged his large shoulders. “Ah vell… So it goes.”

For a split second, Golden Masque began to relax.

“Seems ve vill have to bring zem to us,” he continued, reaching up to place a hand on the forest-green monster’s shoulder. “Brawl, mein Freund! Let’s make some noise, shall ve?”

Behind his faceplate, the creature known as Brawl grinned maliciously. “Y’all spoil me rotten, Doc.” 

Brawl cackled as he raised his hands, his six fingers folding backwards, turning the ends of his arms into massive, bulbous bludgeons, square red buttons popping out of hatches in what were once the palms of his hands. “You heard the Doc, boys!” He yelled out to the collected platoon. “Let’s give this planet a proper, down home, Decepticon how-do-you-do!” The Decepticon howled with maddened laughter as he charged at the stage, scattering the little ponies backstage just as he slammed his club-fist into it.

Ponies on the street outside were suddenly bowled over as the windows of the Théâtre de Nuit Étoilée all exploded outwards, sending shards of glass flying everywhere as a shockwave radiated out through the district. A dust cloud went up around the building, obscuring vision as the wind from the wave blew leaves off trees and hats off heads. The massive, gothic building that was the Théâtre trembled and shook as bricks and stones came loose and columns shuddered, gargoyles falling from the upper buttresses. The elegant building finally stopped putting up a fight and succumbed to gravity, archways and walls crumbling under their own weight and toppling to the ground, sending ponies running and screaming in terror as more clouds of choking dust were sent up. As ponies scattered, crying and shrieking, two massive figures emerged out of the dusty haze, flanked by a force of two dozen.

“Exquisite blow, mein Freund!” one said, brushing dust and rubble off of his chassis.

Brawl turned to Blitzwing, grinning behind his mask. “They don’t make ‘em like they used to! Place couldn’t even take a little poke!”

“Vell zen,” Blitzwing said with a nod, “ve’ll just have to see if ze rest of ze city proves a bit more stimulating.”

“You read my mind, Blitz,” Brawl said with a cackle as he charged off through the streets, reeling an arm back and thrusting it into another building, the red button on his club-fist making contact with its outer wall. There was a sound akin to a thunderclap and the wall was blown apart, debris scattering everywhere as another shockwave tore through the streets.

Blitzwing shook his head with a smile. “Such shoddy workmanship,” he tutted. “Zen again, it vas made by fleshbags. Vhat can you expect?” He turned to the rest of his forces. “Vell? Vhat are you all vaiting for? Go and have some fun, boys!”

The two dozen Vehicons saluted briskly, then transformed into their alt-modes, twelve of them cars and the other twelve jets, and scattered down the streets and through the air. In minutes, pandemonium had descended upon Canterlot.


*     *     *


Sixteen sets of hooves and one pair of clanking metal legs stampeded down the castle hallway. Maids and servants were forced to duck out of the way, leaping into adjacent rooms, just to keep from being trampled underhoof by the charging collection of ponies.

At the front of the charge was the Royal Guard, led by Shining Armor and followed closely by Flipsides, Sunstorm, and Dirge, with Corporal Ethereal Vision just behind those three. The guards all wore masks of calm, grim determination as they led the stampede through the twisting halls of Canterlot Castle towards the Grand Balcony.

Coming up right behind the guards were the Princesses themselves. The two royal alicorns had reacted vastly differently to the announcement that Canterlot was once again under attack. Princess Luna had erupted in fury, her face twisted into an angry snarl as she charged after her lunar guards. Meanwhile, Celestia had descended into a grim calm, a stable, stony frown set upon her face. Impressively keeping pace with the two of them was Big Macintosh. The massive farmer was barrelling through the hallways like a cannonball or torpedo.

Directly behind them were five of the Elements of Harmony. That number was quickly reduced to three, though, as Twilight Sparkle and Rainbow Dash both silently asked themselves what in the world they were doing running. Rainbow quickly flapped her wings and took off, dashing ahead of the procession. Twilight, meanwhile, lit her horn and teleported off into the distance ahead. This left Rarity, Pinkie Pie, and Applejack to continue their charge as they followed the Princesses to wherever they were leading them.

And finally, right behind them was the Cutie Mark Crusaders. Sweetie Belle and Scootaloo struggled to keep up with the adults, though Applebloom had no trouble as she sprinted forward on her two long legs. Her stride was long enough to keep pace with her sister as she charged through the halls. And finally, taking up the rear was Cheerilee, still shaking off the last of her dizziness, and Fluttershy, who was supporting the unstable schoolteacher with a wing as they jogged behind the rest of the group.

Applebloom looked back at her struggling teacher and her friends just barely keeping pace with the rest of the group and frowned. “Hang on!” she called back to the three of them, before closing her eyes in concentration. The familiar shifting feeling washed over her again and with a clanking, crunching noise of shifting metal, she seamlessly went from running on her two long legs to rolling along the ground on four wheels. In wagon form, she rolled to a stop in front of the other crusaders and the schoolteacher. “Hop in!” she shouted to the three of them as Fluttershy took off to join the rest of the Elements of Harmony. Wordlessly, Cheerilee and her two students clambered into Applebloom’s open top and the little wagon took off, quickly catching back up with the rest of the group.

The massive double doors that separated the interior of the castle from the Grand Balcony crashed open violently, nearly flying off their hinges as the stampede emerged into the open dusk air. The guards, Princesses, and remaining Elements quickly ran past the ornate patio furniture, knocking over chairs and tables, coming to rest alongside Twilight and Rainbow Dash at the marble balcony. The Crusaders and Cheerilee quickly bailed out of Applebloom, who shifted back into her robot form to get a better look at the city below.

She could only gasp at the sight.

At least a quarter of the city seemed to be crumbling before her eyes. Even from halfway up Canterlot Castle, she could see buildings collapsing and falling to rubble in the city below. Ponies ran and screamed in panic as their homes and businesses crumbled to dust or were set aflame. Choking columns of dust and smoke wafted into the air over the ruined theater district. Pegasi were flying to and fro, trying to put out the fires and redirect the air so the dust wasn’t so debilitating, but they were constantly forced to scatter and retreat as blinding flashes of light burst out of the dust towards them. Applebloom watched as a blast of light grazed a pony’s wing and the limb was practically vaporized, leaving behind only a blackened husk where there had once been feathers and flesh. The unfortunate pegasus careened out of the sky, only to crash through the window of a half-wrecked building below. 

In the midst of all the carnage were the same sorts of metal monsters that Applebloom had fought in the schoolyard. Purple, cycloptic Decepticons fired their plasma blasters into the windows and doors of businesses and homes all over the city. The structures that didn’t immediately explode or collapse were set aflame. Some of the Decepticons took a more physical approach to the destruction, punching and kicking at building walls until they crumbled beneath the assault. Other Decepticons weren’t as focused on causing destruction to the city as much as they were intent on harming the citizens below. They grabbed and shot their blasters at the ponies screaming and scattering around their feet. Thankfully, they seemed to be more interested in toying with the ponies than outright killing them, at least at the moment, but that didn’t stop ponies from having limbs and tails scorched by the blasters or from being picked up in their metallic claws and chucked like baseballs across the city.

The guards had long since mobilized, white and gray ponies dressed in gilded armor charging towards the Decepticons as opposed to away from them. Unfortunately, they seemed to be doing little to stop the Cons. At best they seemed to be irritating them. Magic blasts seemed to stun them temporarily, but not enough to knock them over or incapacitate them. And once the monsters had shrugged it off, they would turn on the guards, trying to stomp them flat or swiping at them with their claws or firing at them with their own blasters. This caused the guards to quickly end up scattered and unable to resume formation as the Cons tried to destroy them.

Pegasi and Earth ponies fared no better. Any attempt to gather clouds and create a storm was disrupted whenever the Decepticons noticed what they were doing. A single shot from a blaster would cause the budding stormcloud to dissipate and force the guards to scatter to the winds. The Earth ponies fared perhaps the worst of the lot. Though their increased strength seemed capable of denting and actually causing the metal chassis of the attacking robots to crumple and bend, the damage was ultimately insignificant. Worst of all, they were forced to get in close to the attackers to attempt attacking at all, and that proved painful at best for most of the intrepid guardsponies.

And yet, the guards certainly seemed to be slowing the advance of the Decepticons as they desperately tried to keep them from doing any further damage, but it was obviously not enough. Their numbers were dwindling and reinforcements were not coming in fast enough. Furthermore, most of the ranks had their hooves full with getting civilians to safety and were struggling with having to choose between either saving lives or trying to take down the ones that were threatening them. Officers in the field were barking orders and trying to rally the troops, but the situation was so chaotic and violent and escalating so quickly that it was hard to even get a bead on what was going on around them, let alone come up with a winning strategy. The attack had just come too quickly and unexpectedly, and had escalated far too fast that they were very quickly becoming overwhelmed.

It only took moments for Applebloom to take the picture in from the safety of the balcony but the horror of the scene before her made those moments feel like hours. The little robot fell to her knees as she watched a building not too far from the castle gates explode into pieces, ponies being tossed out of the structure like rag dolls.

“I did this…” Applebloom repeatedly whispered to herself. “I did this...”

Princess Luna wasted no time in leaping over the edge of the balcony, a blue mist encircling her and coalescing into shimmering onyx armor. A familiar helmet formed around her head and a shimmering breastplate sprung into existence around her chest and underbelly. A black sword appeared in the air beside her as she rocketed off into the fray.

“Luna, wait!” Celestia called, but it was too late. Luna had already engaged with one of the purple decepticons hundreds of feet below. Celestia exhaled evenly, gazing upon the city below. Quickly she turned to the guards alongside her. “Flipsides,” she said, addressing the mulberry guardsmare, who snapped to salute at her name being called. “Rally my guard. Do whatever you can to stop this carnage.” She turned to the two batpony guards. “Dirge, Sunstorm… I know it isn’t my place to give you orders, but your commanding officer seems to have charged on ahead.” The two guards bowed to her as she continued to speak. “Rally the rest of the lunar guard. I want you to work with my personal guard to help repel these invaders. Go now!”

Flipsides, Dirge, and Sunstorm all saluted before retreating into the castle. Celestia turned her attention to Shining Armor. “Captain Armor,” she ordered, the unicorn snapping to attention, “I want you to rally the guard in the castle. Raid the armory of all the weaponry you can and revive what’s left of our cavalry. We need to strike back against these monsters with everything we have.” She cocked her head towards the city. “I also need you to send a message to the guards out in the field. Tell them reinforcements are coming, better equipped to deal with the creatures. Tell them to hold the line until they arrive, and once they do, focus on getting civilians to safety.” Shining Armor nodded and ran off behind Flipsides, Dirge, and Sunstorm.

“What about us, Princess?” Twilight spoke up. “What can we do to help?”

Celestia looked at her student with a sad smile. “I can’t ask you to fight in this battle, my little ponies. You’ve already done so much for this realm.”

“Like hay!” Rainbow Dash shouted, throwing her hooves up in the air. “We’re not going to let Canterlot get trashed when we can do something to stop it!”

“Quite right!” Rarity agreed. “We’ve gone up against Nightmare Moon, Discord, and twice against Queen Chrysalis. We can handle ourselves in a fight, Princess.”

Princess Celestia looked between the six ponies and smiled faintly. “Very well, my little ponies. You all make me very proud” The princess lit her horn and conjured a white rod inlaid with a spiraling, golden band. She floated it over to Fluttershy, who took it in her hooves.

“What is this, your majesty?” Fluttershy asked, clutching it gently.

Celestia nodded at the yellow pegasus. “That key will open the door to the Element Vault,” she explained. “I want you and Pinkie Pie to go and collect the Elements of Harmony for me. When you have them, run to the courtyard and ring this.” She lit her horn again and conjured a silver flute, which floated over to Pinkie Pie. “That will summon me, and I shall gather the six of you.”

“You can count on us, Princess!” Pinkie Pie said with an exaggerated salute, before lowering her head and pushing her muzzle under Fluttershy’s undercarriage. “Come on, Flutters!” she squealed, flipping the yellow pegasus up and onto her back before charging into the castle.

“The rest of you, come with me,” Celestia said, addressing Twilight, Rarity, Applejack, and Rainbow Dash. “We will help hold the line until the Elements can be gathered.”

“What about me, Princess?”

All eyes turned to the speaker. Applebloom looked over the edge of the balcony, her mouth set in a flat, grim line. She didn’t look at any of them as she continued to stare down at the carnage below.

Celestia shook her head. “Applebloom, no,” she replied. “I’m not going to ask you to fight this battle. You’ve fought enough for a while.”

Applejack stomped a hoof and continued where the princess left off. “And there ain’t no way I’m letting you down in that fight there with us!” she exclaimed. “Not when I just got you back, Bloom.”

“But this is my fault!” Applebloom shrieked, wheeling around on the ponies and pointing down at the chaos in the streets below. “I did this! If it hadn’t been for me, they would never have come here! They can track me!” she wailed, gripping the marble railing hard enough that it began to crack between her fingers.

“Applebloom, listen to me,” Celestia said, stepping up to her, her eyes firm but her voice gentle. “You had no part in any of this. You are not responsible for what these monsters have done. You had no control over whatever they used to track you, and nopony here blames you for this.”

“No pony, maybe…” Applebloom muttered darkly.

Celestia frowned sadly and opened her mouth to say something, only to be cut off by a particularly close explosion from the city below. The princess turned, only to watch another three pegasus guards get shot out of the air by blasts of energy. The princess sighed sadly and turned back to Applebloom, looking her in the eyes. “Applebloom, I have to go, but we’ll talk more about this later.” She laid a hoof on her shoulder. “I promise.”

Applebloom averted her gaze.

Celestia turned to Cheerilee and Big Macintosh. “How about you two take the fillies to the kitchens. I think they’ve earned something good after a long day.” She then turned to Corporal Ethereal, who saluted when he noticed his princess’ gaze upon him. “Corporal, please escort the five of them.”

The schoolteacher looked out at the carnage anxiously, then turned back to Celestia and the three fillies and nodded. “Alright, your majesty. Come along, girls.” She motioned to the fillies, Scootaloo and Sweetie Belle following her towards the door.

Celestia nodded in return and then gathered her magic in her horn. In moments, a golden helm appeared upon her head, replacing her crown. The helm curved down her muzzle, stopping at the end of her snout, and curved down the back and sides of her head, giving her protection all the way down her long, slender neck. Her necklace had been replaced with a shimmering, gold-plated breastplate which curved around the contours of her body, covering her undercarriage and back. Her mane and tail were tied with golden bands, and her slippers got replaced by metal combat boots. Alongside her, a golden, glowing halberd appeared, held within her magical field at the ready. The princess then turned to the four remaining Elements of Harmony and lit her horn again, surrounding each of them in a golden glow. In an instant, each of the remaining Elements was wearing a set of armor similar to hers, though color coded to each of their tastes.

Rarity gasped as she looked over the sapphire blue armor she was now wearing. “Oh my, I’m not normally one for armor, but this is exquisite!”

With a mighty flap of her wings, Celestia was airborne. The princess gathered her magic once more and the Elements of Harmony found themselves floating in the air alongside her, held aloft in clouds of magic. Celestia turned back to Applebloom one last time. “We will talk, Applebloom,” she said, a distinct note of sadness permeating her voice.

Applebloom nodded slowly, but otherwise said nothing.

With that, Celestia turned back to the battle, three of the four ponies she held with her turning towards the city as well. Only Applejack continued to stare back at the balcony. “I’ll be right back, li’l sis! I swear!” she called to Applebloom. “Everything’s going to be–”

There was a flash of light and suddenly the five ponies were careening off into the distance, the four Elements of Harmony trailing behind Celestia in their golden glows, leaving a shimmering trail in the princess’ wake.

Applebloom sighed and turned to her two friends and teacher standing by the door, looking at her worriedly. Finally, Big Macintosh stepped up to her and placed a hoof on her side. “Come on Applebloom, let’s find a safe place to rest.”

Applebloom nodded, and followed her brother, her teacher and friends off the balcony and into the castle. Her eyes never once left the battle until they were inside and out of sight.


*     *     *


Celestia and the four Elements of Harmony careened out into the flaming city, fast enough that the resulting sonic boom could be heard even through the screams and explosions of the carnage. The destruction was already vast and was still spreading quickly across Canterlot. The Theater District was almost completely gone by this point, with only the most upper crust areas close to the castle having been spared. The carnage had otherwise spread to the very edge of the city.

“Where are we headed, Princess?” Twilight managed to call over both the destruction below and the rushing of wind in her ears as she hurtled alongside the princess, held aloft in her magic field.

Celestia pointed to the edge of Canterlot where the city hung over open air off the mountain. “We’re headed to where the most damage is currently being done. I have a feeling we’ll find the main culprits of this atrocity there.”

As if to punctuate her statement, a massive fiery explosion erupted at the end of the city, catching several buildings in its infernal embrace. The princess was about to say something else when she felt one of the magic fields holding the ponies burst. Whipping her head around, she spied Rainbow Dash banking off course towards a Vehicon, menacing a family of ponies in a ruined square down below. “Rainbow Dash, wait!” the princess called.

“Plum fool’s gonna get herself killed!” Applejack said, turning to the princess. “Put me down there!”

“And me!” Rarity called over the noise. “I don’t know how much I can do, but I can’t watch and let families get slaughtered!”

“But girls!” Twilight protested, only to be stopped as Celestia lowered the unicorn and earth pony to the ground below.

Celestia frowned as she spoke, but did her best to sound encouraging. “Harmony be with you, Applejack and Rarity.”

Applejack saluted clumsily as she was quickly lowered to the ground below in Celestia’s magic field. Rarity tried to bow, but found herself flipping head over hooves in the air before righting herself. The moment the two of them touched down, the magical aura winked out and Celestia and Twilight disappeared from the air above them, rocketing off towards the edge of the city.

All around them, buildings burned and structures crumbled. Applejack and Rarity looked around for their impulsive friend, only to catch a glimpse of the crimson blur of her armor with a rainbow contrail speeding behind it as it crashed at full speed into the back of a Vehicon’s head. The massive metal monster, who had been menacing a family of four, stumbled slightly before righting itself.

Rainbow Dash hammered the giant robot with her armored hooves as best she could, zipping around it and hitting it from all angles, though her blows had little effect. While the metal creature seemed to flinch briefly every time she landed a hit, there was no visible damage done to its body. Rainbow Dash paused her assault for a moment to turn to the family, still frozen and cowering in the square below. “Get out of here! Go!” she shouted to the ponies, which finally seemed to snap them out of their frozen state. The family sprinted down an adjacent street as Rainbow turned back to her foe.

The lull in her assault had given the Con time to get its bearings back, though. Just as Rainbow turned to face the massive robot again, a metal hand swiped through the air, crashing into her side and swatting her out of the air. Rainbow immediately lost all control and found herself careening into a pile of garbage cans at the base of a building.

“Rainbow!” Applejack shouted, sprinting over to the crashed pegasus’ side as she struggled to climb out of the garbage pile.

Rainbow Dash grunted as she righted herself. “I’m alright…” she groaned.

Applejack suddenly gasped, grabbing Rainbow and pulling her to the side. “Look out!” she shouted, managing to yank her out of the way just as a massive metal foot crashed against the ground where Rainbow had been a split second earlier. The two ponies fell atop each other in a tangle of limbs as they stumbled back away from the Vehicon’s towering form. The massive robot loomed above them, casting a vast shadow over the ponies in the twilight. Its red eye flashed, illuminating the street below it as it raised its cannon arm and took aim at the ponies. Applejack raised a hoof to cover her eyes.

Out of nowhere, a massive chunk of concrete collided with the side of the Vehicon’s face. The robot stumbled, thrown off balance by the attack, falling backwards and colliding with the buildings on the side of the street, windows shattering beneath its bulk and bricks falling from the walls.

“Take that, you ruffian!” Rarity shouted from the other side of the street, huffing and panting.

The robot seemed sufficiently dazed. Its thin, cycloptic eye flickered a little, though it didn’t go out, and the side of its face seemed thoroughly dented and damaged. Sparks flew from the side of its silvery face, showering the rest of its black and purple chassis. It transformed its cannon arm back into its three-clawed hand and tried to pull itself up, but it was too dazed and ended up slumping to the ground.

Rainbow Dash tried to leap into the air, fully intent on resuming her beatdown, only to be yanked to a halt as Applejack clamped her teeth around her tail. “Whoa, gal! Hold yer horses!” she shouted. “Goin’ off half cocked like that almost got you killed just now!”

“He’s down!” Rainbow shouted. “Let me finish him!”

“We don’t even know if you can finish him, sugarcube! Iff’n y’all haven’t noticed, they’re made of metal!” Applejack stomped an armored hoof. “We need to hole up n’ make a plan!”

“In here!” Rarity said, ushering the two of them to the other side of the street, gesturing to a mostly-intact corner cafe, before ducking inside herself. Applejack and Rainbow Dash looked at each other briefly before following after her. The three of them shut the door and locked it, for all the good they knew it would do them.

The first thing the three of them noticed was a large number of ponies whimpering at the back of the store, hiding behind the counter and in the kitchen area. Applejack looked over the lot sympathetically and was about to open her mouth to say something when Rainbow Dash piped up.

“Don’t worry, everypony!” she shouted into the cafe with a flap of her wings, stumbling a little before righting herself. “Rainbow Dash has you covered!”

“Really?” Applejack snorted, raising an eyebrow. “‘Cause y’all are swayin’ on yer hooves there after gettin’ smacked by that robot. ‘Sides, it was Rares over here who went n’took that bugger out.” She nodded aside at Rarity, who was checking out the front window of the cafe, keeping a watch out.

Rainbow grumbled and crossed her hooves.

“Unfortunately,” Rarity said, turning away from the window and trotting into the store, “I’m afraid there’s no way I can keep that sort of thing up.” The fashionista removed her helmet and wiped a hoof across her brow. Her violet hair was already matted and slick with sweat. “I’m not particularly skilled at heavy lifting and lobbing boulders at our foes is going to tire me out very quickly.”

“Well great,” Rainbow Dash grumbled. “We’ve taken out one robot. There’s at least twenty more out there, scattered around the city. I can’t seem to leave a dent in them, and Rarity’s already wussing out!”

“Excuse me?!” Rarity snapped. “I’ll have you know I am not ‘wussing out,’ Rainbow Dash. I am merely saying that I don’t have the magic to continue lobbing boulders around like some sort of common brute. My magic is far better suited to fine manipulation and precise action,” she explained, giving Dash a death glare the whole time.

“Right, because sewing the invading alien robots fancy dresses is going to do us so much good!” Rainbow snarked.

Applejack stamped a hoof. “Enough!” she shouted at the both of them before turning to Rarity. “I need you to find a way to use that precise magic of yours, Rares. We can’t have you keelin’ over in the middle of a fight, but we can’t have you sitting out either. Y’all get me?”

Rarity fumed for a minute, then took a deep breath and visibly settled down, replacing her helmet upon her head. “Alright…” she began, “I think… if you could find some sort of weak point on our foes, I might be able to exploit that. I can pinpoint it and hit it from afar.”

“Like a sniper bowpony?” Rainbow Dash asked.

Rarity shrugged. “More like threading a very large needle through a very rough, uneven sheath of fabric and then pushing it through very hard. I can’t promise anything more than I will give it my all, though.”

“We’ll take what we can get,” Applejack grunted, readjusting her emerald armor. “Rainbow and I will try and pin down a weak point that y’all can attack for massive damage. In the meantime, y’all stay clear an–”

Suddenly the wall crashed inward. The ponies in the back of the cafe all screamed in terror as the Vehicon the three of them had thought they’d downed crashed through the outside wall and into the middle of the cafe. Rubble fell from the walls and ceiling, pelting the ponies with bricks and plaster. The civilians in the cafe panicked, tripping over each other in a mad dash to try and flee the cafe as fast as possible. The ponies clustered around Rainbow Dash, Applejack, and Rarity, knocking them off balance as they tried to escape. The Vehicon seemed to relish in the chaos, swiping into the crowd with its clawlike hands, knocking ponies into walls and tables.

Rainbow quickly leaped into the air, attempting to resume her assault from earlier, only to be blindsided by a swipe from the Vehicon’s cannon arm. The massive limb swiped through the air, catching Rainbow in the belly before coming to a sudden, crashing halt against the wall, pinning the unfortunate pegasus.

“Rainbow!” Applejack and Rarity both cried. Rarity tried to alight her horn, only to be blindsided by a panicking stallion who crashed into her on his mad dash to the exit, throwing off her concentration as she tumbled to the ground. Applejack made a beeline for the Vehicon, leaping into the air and twisting in a desperate attempt to buck him in the chest. The earth pony found herself yanked to the side as the Vehicon caught her in midair and clutched her in his massive metal claw.

Applejack struggled, desperately attempting to free herself from the robot’s vice-like grip. The farmpony thrashed and twisted, powerful muscles straining against the Con’s iron clutches, making small amounts of headway only for the hand to shift and be thrust back to square one. AJ swore she heard the Vehicon chuckle sinisterly as the grip continued to tighten around her.

SHHHRRNNK!!

The grip suddenly released. Applejack fell to the floor, landing on her back with an ‘oof!’ as the impact winded her. Rainbow was released moments later as the robot’s cannon fell away from the wall, the chromatic pegasus falling to her belly on the cafe floor. Quickly getting her bearings and climbing to her hooves, Applejack looked up at her foe.

An onyx blade protruded from the robot’s neck. Sparks showered everywhere and a blue, glowing fluid leaked from a gaping hole that had been carved in its throat.

The robot sputtered and made a gurgling noise as its slit-like, cycloptic red eye flickered and finally went out. The Vehicon fell to its knees and finally slumped forward, crashing to the tiled floor of the cafe inches from the three ponies.

Four onyx-clad hooves landed atop the slain Vehicon’s back as a deep blue magical field surrounded the hilt of the sword, pulling it free from the dead robot’s neck. Princess Luna sniffed disdainfully at the deceased invader, before turning to Applejack, Rarity, and Rainbow, giving them all a wry smirk. “Greetings, friends! We thanketh thee for the excellent distraction!”

The three of them all let out a sigh of relief. Rainbow Dash grunted and rolled her eyes. “Right. Distraction.”

Applejack let out a long breath. “Thanks, Princess. Y’all really saved our hides.”

“Think nothing of it, fair Applejack!” Luna said, lighting her horn and levitating the three ponies in her magical field. “Now come! The hunt is just beginning!”


*     *     *


Blitzwing stood at the edge of the hanging city of Canterlot, smiling genuinely to himself as he took in the city that the fleshbags had constructed. Not the buildings or streets or monuments, of course. Those were far less impressive than anything built on Cybertron during its heyday. No, what interested Blitzwing was the way the city was built into the side of the mountain.

“Truly remarkable,” Blitzwing commented as he looked out over the edge at the dizzying, several thousand foot drop below him, a waterfall nearby having turned a disgusting brownish gray from all of the ash and rubble in the city. “The meat have managed to construct a city suspended over nothing! The city must veigh thousands of tons, and yet it holds firm to the side of the mountain vith no pillars or foundations to support it! Their architectural engineering must be qvite advanced.”

A building exploded behind him, dust and rubble clearing to reveal Brawl, dusting himself off casually. “You serious?” he chuckled. “These buildings are falling over like they’re held together with nothing but gummed up oil and happy thoughts!”

“Hmmm, quite right,” Blitzwing conceded. “Such lazy and slipshod work cannot be tolerated upon such a marvel of engineering. We shall simply have to eliminate the whole city.”

“YOU SHALL DO NO SUCH THING!” 

An earsplitting voice erupted through the air, sending Blitzwing’s audio sensors on the fritz momentarily as a blinding flash of light illuminated the edge of the damaged metropolis. Brawl and Blitzwing both were forced to shield their optics as a glowing form bright enough to render a bot sightless descended from the sky. Blitzwing was just able to make out a second glow at the very tip of the form before being forced to leap away as a superheated blast of energy was fired right where he was standing. Brawl leapt out of the way of a second blast not a second later.

The glow descended to the street and faded to reveal a magnificent white, winged unicorn clad in gold armor and levitating a halberd at her side. The pony was larger than any of the other meatbags they’d seen so far, but still barely managed to come up to Blitzwing’s thigh. Nevertheless, her demonstration of power immediately received a level of attention from the two Cons.

The pony slammed the butt of the halberd against the ground, creating a small shockwave. She turned her fiery glare upon Blitzwing, speaking loud enough to send lesser bots running and hiding, despite her size. “I AM PRINCESS CELESTIA SOL INVICTUS OF EQUESTRIA! DAUGHTER OF GALAXION THE GREAT AND FAUST THE GIVER! GODDESS OF THE SUN AND SHE WHO BRINGS LIGHT TO THE EARTH! I DEMAND YOUR IMMEDIATE SU–”

Princess Celestia Sol Invictus suddenly found herself bowled over and pinned under a giant block of concrete.

Blitzwing turned to his compatriot, who was clutching another massive lump of rubble. Somewhere over the carnage he faintly heard something cry “Princess Celestia!” but he ignored it, trying to shake off the ringing in his audio sensors.

Brawl dropped the concrete and scratched at the side of his head. “That was annoying,” he grumbled. 

Suddenly the concrete boulder that had crushed the pony began to glow and smoke, heat rippling through the air around it. A resounding ‘CRACK’ was heard and the dripping, half-molten rubble fell apart, revealing a slightly scratched and frazzled Princess Celestia. The pony twisted her head, popping her neck, then fixed the two Cons with a dry, humorless smirk. “Few creatures have ever had the stones to attack me while I was speaking,” she commented.

Blitzwing raised what passed for an eyebrow. “Few of you fleshsacks have bothered to stand up to us. Even fewer have gotten back up when we’ve dropped a boulder on them.”

“I am no ordinary pony,” Celestia growled, her smirk disappearing.

“Is that what you meatwads call yourselves?” Blitzwing shrugged. “No matter,” he said, turning to his friend. “Brawl, vould you like to take this?”

Brawl grinned behind his faceplate. “Not if you want it, buddy.”

“No no, I insist!” Blitzwing said, gesturing toward the winged unicorn.

Brawl punched the palm of his hand. “Alrighty, then! Hit me!”

Blitzwing raised a hand and aimed the cannon on his arm at Brawl’s chest. A purple beam of light erupted from the barrel and struck Brawl dead on. Celestia was taken aback at the suddenness of the smaller one’s turning on the large one, only to shift back into a battle stance as she saw that he didn’t seem to be injured as a result. In fact, the massive robot was now enclosed in a glowing purple field, swirling over his form like liquid and reflecting the firelight burning in the city.

Celestia lit her horn again, building up another charge of solar energy at its tip. The newly supercharged Brawl took the moment to charge, making a beeline for the princess, head lowered and arms swinging. Celestia blasted a stream of condensed, superheated plasma at the charging robot. The blast knocked him off balance, causing him to stumble, but did no visible damage.

Brawl tripped, crashing into the ground directly in front of Celestia, still glowing purple with energy. Celestia took a split second to size her opponent up. The concussive force of her blast had knocked him off balance, though it hadn’t done any significant damage. What surprised the princess was that none of the heat of her solar flare had gotten through to him. No scorching, melting, or glowing metal could be seen on the robot’s chassis.

Brawl suddenly kicked out, catching Princess Celestia in the jaw and sending her skittering back along the pavement. She tumbled tail over teakettle, before righting herself and skidding to a halt on her hooves.

“A forcefield then,” Celestia muttered as Brawl clambered to his feet. “One that repels all forms of energy save for kinetic. Kinetic is weakened. Very well.” The princess lit her horn, summoning her halberd to her side. “It seems we will do this the old-fashioned way.”

Brawl took a fighting stance, his hands transforming into clubs once again, large red buttons glowing at their tips. “Come on, pretty pony princess,” he chuckled, sneering beneath his faceplate. “Let’s see what you got.”

“If you insist,” Celestia said, twirling her weapon before howling a battle cry and barrelling straight at Brawl. The enormous Decepticon took a swing at the princess in the air but Celestia ducked beneath it and struck a glancing blow across Brawl’s belly with the blade of her halberd.

Blitzwing watched the scuffle with amusement. The pony was putting up more of a fight than he would have expected. Perhaps this planet would offer something interesting beyond a passing architectural curiosity and impossible solar arrangement. He settled back, leaning against a mostly-intact tenement house, his wings scraping against the windows and causing them to shatter. Blitzwing watched as the princess swooped between Brawl’s legs, coming up the other side and striking him in the back of the head with her weapon. Brawl stumbled, but didn’t go over, instead shifting his balance so that he swung around, the back of his arm leading the swing and catching the princess in the side. Celestia hurtled through the air briefly before righting herself with her massive wings.

Blitzwing yawned. He hoped that when Brawl was done with the pony princess there’d be enough of her to bring back to the Darksyde. Unlike the other disgusting blobs of bone and gristle on this planet, she seemed capable of taking severe punishment and getting up not much worse for wear. He’d love to cut her open and see what made the pony princess tick.

His eyelids drooped a little as he thought about that though. Shockwave would probably take first crack at her, unfortunately. He wouldn’t be the one to get to do the dissection, not when Shockwave was such an enthusiast of such things. Not that you could really call Shockwave ‘enthusiastic’ about anything. He smiled dreamily as he continued to think, settling into the melody that surrounded him. Shockwave was busy with his chromatic energon and trying to reverse engineer their properties and make them compatible with Cybertronian tech. He probably wouldn’t have time to spare for a dissection like the one he was planning. The world seemed to dim around him as he started to drift off into–

Wait.

His optics snapped open as he was startled from his stupor. Pushing away from the wall, he strained his audio sensors. A melody, haunting and somehow dizzying, was clouding his mind. Shaking his head, Blitzwing scanned the street for the source of the tranquilizing music. It didn’t take long to pinpoint the source.

On a nearby rooftop, a small, purple unicorn pony was staring at him aghast, her horn lit up in a lavender glow. 

Blitzwing grinned evilly. “So the princess brought a little friend vith her, did she?” He waggled a finger at the pony, as if scolding a naughty puppy. “That vas a clever trick, trying to knock me out.” The cannons on his back seemed to shift and twist, moving from aiming straight up at the sky to aiming in front of him at the purple pony on the rooftop. Blitzwing sneered. “But I’m afraid you’ll have to do better than that.”

Blitzwing opened fire. Short, rapid, staccato bursts exploded from the barrels of his cannons, pelting the upper levels of the building Twilight stood upon. She quickly lit her horn and teleported away from the onslaught of energy blasts, leaving Blitzwing to fire at empty air.

The Decepticon frowned, retracting his cannons. “Running Avay? How pathetic. Predictable for your kind, though. It seems only your leader has the ball bearings to–”

The Decepticon was cut off as a blast of purple energy collided with the back of his head. Blitzwing growled and wheeled around to see Twilight Sparkle smirking at him.

Blitzwing snarled. “Oh good. I vas hoping to fight a smaller, meatier version of Skywarp today.” The Con shifted his form. A piercing clanking noise rang through the street as Blitzwing’s head retracted into his body, his torso bulking up and his legs shifting beneath him, while his wings folded over the main mass of his body. In moments, Blitzwing had been replaced by a massive, metal tank with two mounted guns and wing-shaped armor plating. He trained his twin guns on Twilight’s position and opened fire once again, only for her to teleport out of the way once more.

Blitzwing’s sensors suddenly pinged as a shadow descended over him. Swiveling around, he caught sight of the purple unicorn’s horn aglow once more, causing a large storm cloud to coalesce above him. Before he could fire on the pony once again, a lightning bolt suddenly burst forth from the black, puffy mass. The lightning struck true, futzing with his sensors briefly, but doing no significant damage. The brief interference in his sensors threw off his ability to track the unicorn’s location, however, and he suddenly felt two massive impacts against his side, sending him tumbling through the street before coming to rest on his side.

The Decepticon transformed back into robot mode as his vision cleared. He noticed two massive chunks of rubble, not unlike the boulder Brawl had chucked at Princess Celestia sitting not far from him. Righting himself, he just barely managed to step out of the way of a third as it sailed past him down the street, crashing into a lamppost and crumpling the metal beneath it. Swiveling around, Blitzwing caught sight of the purple unicorn, her face twisted in concentration as she levitated three more enormous hunks of concrete.

Blitzwing quickly shifted back into his armored tank mode. The defense the form provided would keep him safe from the impacts, but he’d have to make sure not to get knocked over again. He couldn’t right himself without shifting back into robot mode, which would leave him vulnerable. He was pretty certain the unicorn had figured this out.

“Clever meat,” he said, impressed. “Observing your foe and extrapolating potential veaknesses, then exploiting them. Much more than I vould have given you credit for.”

“You underestimate us,” Twilight growled, hurling another block of concrete at him. Blitzwing swivelled his turret around, allowing the armored section to go broadside and take the brunt of the blow, keeping him stable.

“How could I not?” Blitzwing snickered. “Most of your kind ran and hid at the first sign of us. You and your princess are the first to put up any meaningful sort of fight.” Blitzwing punctuated his statement with another burst of rapid fire from his guns. Twilight barely managed to teleport away in time, the rubble she was levitating falling to the ground where she stood.

Blitzwing heard the crack of teleportation immediately behind him. The massive tank swiveled his turret around to face the unicorn, only to see her smirking. Her horn aglow, Blitzwing suddenly felt two impacts against his back as Twilight pulled the two hunks of rubble she’d dropped towards her rapidly, crashing them into Blitzwing’s rear.

Blitzwing lurched forward at the impact, his rear mildly dented and scuffed, but neither went down nor lost his balance. Twilight’s smirk immediately vanished as Blitzwing trained his guns on her. She could hear the smugness in his voice when he spoke.

“Ouch.”

Blitzwing opened fire.

Meanwhile, Celestia was busy going hoof-to-servo with Brawl. Unlike Twilight, who’d taken to guerilla tactics and long ranged magical strikes, Celestia was forced to get up close and personal with the gigantic bruiser, thanks to the force field Blitzwing placed around him reflecting most of her magical attacks. It muffled most of her physical blows as well, though at least those seemed to register to the robot. Celestia was at an extreme disadvantage, forced to use her smaller size to get in too close for Brawl to effectively hit. It also helped that she was still capable of using force fields of her own to counter his attacks.

Celestia beat her wings in Brawl’s face, throwing the Decepticon off and swiping a glancing blow across the top of his head with her halberd. The enchanted weapon would normally render such a foe asunder, but the force field caused it to glance off, merely giving the robot a minor blow to the head. Brawl swiped at her with one of his club-limbs, barely missing the tips of her hooves as Celestia vaulted over it. Celestia followed up her leap by crashing back down into his chest. Again, there was no visible damage, but the momentum of the blow sent the Decepticon staggering back. Brawl lost his footing, toppling backwards into another tenement house, causing the front wall of the building to cave in beneath him.

Brawl moved to get up, pushing his considerable bulk up from the ground, only to be knocked back down when Celestia rocketed into his face, hoof outstretched. Brawl’s head impacted the pavement hard enough to make it crack beneath him, but he was still undamaged as ever.

The Decepticon shook his head, shaking off the dizzying, if fruitless blow, when he suddenly found the blade of Celestia’s halberd at his throat.

Celestia’s eyes spoke of fire and pain as she bore her death glare down upon the Decepticon. She descended from the air to stand on the robot’s impressive chest as she continued to stare him down. “Why are you here, monster? Why did you attack my little ponies?”

Brawl’s faceplate and visor kept him from displaying any emotion, but the cackling laughter and the way his body shook beneath her told Celestia very clearly what he thought of her question.

Celestia scowled, raising her halberd and smacking him in the face with it, causing his head to smash against the pavement once more. “Answer me, cretin!” she shouted, her teeth grit.

Brawl raised his head ever so slightly to look at the princess. Were she able to see his wicked grin beneath his faceplate, she might have known to leap away. As Celestia stood atop him, Brawl’s chestplate suddenly opened up, revealing the mechanical organs and parts beneath. Celestia stumbled as her footing disappeared beneath her, her left hind leg falling slightly into Brawl’s chest. Just as she was about to recover, though, Brawl snapped his chestplate back closed, catching Celestia’s leg in between the retractable plates. 

Celestia cried out in agony as a sickening crack rang out. Brawl cackled once more as her bones snapped between the shifting metal. Reining in her scream, Celestia grit her teeth, bit back the pain, and desperately shoved her Halberd into the gap between the metal plates where her leg was being crushed. Using her telekinetic strength and the enchanted weapon as a crowbar, she agonizingly pried the plates apart, just enough to free her mangled leg and lift off the robot and into the air.

Freed from Celestia’s pin, Brawl leapt to his feet, the massive cannon on his back reorienting itself on his back and lowering to aim at the pony princess as she struggled to stay aloft. Distracted by the pain and the difficulty flying, Celestia barely noticed the deadly weapon in time to throw a hasty force field up. A massive burst of plasma exploded from the tip of the barrel and crashed into her shield, sending her rocketing backward. Celestia tried to take the blow by planting her hooves against the ground and skidding to a halt, but the damage to her hind leg sent a lance of pain up her side as she tried to put weight on it. Her leg fell out from under her and she was sent tumbling.

“Y’all wanna know why we attacked you?” Brawl chuckled darkly as he casually paced towards the fallen princess. “Ain’t nothing personal against you and your kin, little missy. We’re just trying to draw out the Autobots. Once we take them out, we’ll leave you and your pretty little ponies alone. Probably.” He shrugged. “‘Til then, we get to have our fun, though.”

Celestia managed to partially lift herself with her forelegs, shooting Brawl a deadly glare as he approached. “The slaughter of innocents, the destruction of homes and the displacement of thousands… is fun to you?”

Brawl cocked his head, raising a hand and holding a finger and his thumb a small distance apart.

Celestia’s eyes narrowed. “Well I’m afraid I must disappoint you, fiend,” she growled dangerously. “There are no ‘Autobots’ on this planet.”

“Oilslick,” Brawl said. “We already got a report about an Autobot kicking Dead End’s aft. There’s at least one here, and the boss reckons there’s more.”

“Your leader is mistaken,” Celestia grunted as she struggled to her hooves, favoring her hind leg. “There are no Cybertronians living upon this planet. All of my people are born of Equis.”

Brawl shook his head. “See, just the fact you know what Cybertron is tells me you’re lying.”

“Believe what you want, but your leader is going to be disappointed,” Celestia said, her horn alighting.

Brawl shrugged once again as he loomed over the princess. “Maybe. No paint off my faceplate. I’m having enough fun just making you vermin scatter.”

“I suppose you get your kicks out of crushing your foes,” Celestia sneered.

“Ain’t nothing I like more,” Brawl chuckled, raising a massive foot. “Now hold still.”

A crack rang out as Brawl brought his foot crashing down into the pavement, causing it to shatter around him and creating a small crater in the middle of the street. He frowned, lifting his foot to see no crushed, pulpy mess beneath him. Not even a drop of blood or anything to indicate the princess had been crushed beneath him.

A whistle brought him out of his confusion. He turned his head to see Celestia hovering in the air a few yards down the street.

“Here’s the thing,” Celestia said with a wry smile. “Sometimes I like to get my kicks the same way.”

A massive shadow suddenly loomed over Brawl’s head. The Decepticon looked up to see an entire building hovering in Celestia’s familiar golden glow. Brawl grimaced behind his faceplate.

“Ah, slag.”

The building dropped.

Meanwhile, Twilight’s fight with Blitzwing had proven little more than a stalemate. Twilight continued to teleport out of the way of the Decepticon’s attacks, and she continued to cast spells at him. Some of them, like a modified version of a fireworks spell or normal concussive blasts affected him, albeit minorly, but other spells she had thought to use had little to no effect. Twilight had thought to use a Want-It-Need-It spell on a random brick of rubble to distract him, but he wasn’t affected in the least. Perhaps something to do with the lack of actual eyes in his tank form? He was obviously using some other means to sense the world around him in that form and the Want-It-Need-It spell required visual contact to work.

Twilight shook her head, barely managing to teleport in time before a plasma shot hit right where she’d been standing. This was no time to theorize about things like that. She had to focus on the fight.

Her attacks were doing some small damage to Blitzwing, but even without the force field he’d put upon his comrade, his defense was incredibly high. He was, after all, made of metal.

Given time, Twilight would almost certainly be able to wear him down. Assuming, of course, that she didn’t run out of mana first. It was a war of attrition as the two of them slowly wore each other down. The whole thing could take hours, or even days at this rate. Twilight frowned. That was unacceptable. This required a shift in strategy.

Twilight teleported once again to the top of a building and ducked behind a ventilation fan as she tried desperately to think of a new strategy. The purple pony racked her brain about how to defeat the massive robot.

The Want-It-Need-It spell didn’t work, so obviously the robot couldn’t see. So how did it always know where she was, she wondered. She bounced a few quick theories around her head before coming to one that seemed plausible. ‘Echolocation, perhaps,’ she thought to herself. ‘He detects soundwaves bouncing around with sonar, like a bat or a dolphin.’

Twilight frowned. There was no way to be sure just from speculation, of course. She needed to test the theory. Something quick and dirty and on the fly. Luckily, she knew a spell that would work.

Alighting her horn and closing her eyes, Twilight cast a “Quiet-As-A-Mouse” spell upon herself. She felt something shift within her as the spell took effect.

She stood and walked across the rooftop, her hooves making no noise whatsoever as they clopped against the tiles and to the edge of the roof. Blitzwing, still in tank form, was swivelling his turret around as if searching for her.

“Come on out, little pony,” the Decepticon sneered. “I know you haven’t run avay. If you think I’m going to shift forms so you can attack me, though, you have another thing coming.”

Twilight watched as the turret swiveled around completely several times. A few times, his guns even passed right over where she was standing at the edge of the roof. She laughed to herself, her voice making no sound. To make sure, she leaped in the air, waving and flailing her arms a few times, each time falling back to the roof completely silently. No reaction from the Decepticon whatsoever.

Twilight grinned. So he does use sonar to detect the world around him in his tank mode. With a plan in mind, Twilight soundlessly teleported back down to the street below and trotted into the middle of the street undetected. 

The plan was simple enough. She would charge up a massive burst of magic and, as the Decepticon turned around to look for her, she would let it fire right into the space between his armor plating when he aimed away from her. With a triumphant grin, she lit her horn once again, a massive ball of energy forming at the tip. The magic swelled into a ball two… three… four times her own size. The whole time, the Decepticon called for her to stop hiding and face him. The turret was turning… turning… the shot was almost lined up.

‘Ready…’ she thought to herself.

‘Aim…’ the magic soundlessly pulsed at the end of her horn, almost enough to give her a headache.

Suddenly, just as she was about to let the shot loose, Blitzwing twisted around and changed back into his robot form. In one swift motion, the robot pivoted on one foot, lowering a cannon on his shoulder to aim at Twilight’s position, and firing a crackling ball of purple plasma straight at her. Twilight saw the whole thing in what seemed to be slow motion. She would have teleported, but with the amount of energy she’d put into her current spell she couldn’t just dispel it or channel it into a new one. Desperately she tried to leap aside.

The plasma blast exploded into the ground right at Twilight’s hooves, sending her reeling. The shock of the blast not only sent the little unicorn skittering down the street, but it also caused her to lose focus upon the spell, making it backfire. The massive ball of light winked out, causing Twilight to cry out, her silence spell shattering as the feedback from the backfired spell broke the effects of the magic and stunned her into a daze. She skidded down the street until finally crashing into the wall of a building.

Eyes spinning in her head and her vision blurry, Twilight just started to shake off the effects of the backfire and the plasma blast when she felt a massive metal hand close around her tightly. The little pony cried out as the vice-like grip squeezed her tightly, straining her ribs and organs beneath her armor.

Blitzwing sneered smugly at the little unicorn. “Nice try, but ve use both Sonar and Lidar vhen in vehicle mode.”

Twilight’s ears drooped. The Decepticon had tricked her.

“Now…” Blitzwing continued, smiling far too widely. “Ve can’t have you distracting us anymore. Vhat to do vith you… vhat to do…” He grinned evilly. “Ah, I’ve got it.”

Blitzwing suddenly chucked Twilight up into the air. She screamed and tried to use her magic to teleport, but her magic was still on the fritz after her spell backfired. She heard the Decepticon shifting below her, but was more focused on the fact that she had reached the apex of her ascent and was starting to fall back to the earth, easily sixty feet up in the air. Just as she started to descend, though, her fall was broken and she fell on something soft.

Dazed and confused, she looked around. She was sitting on a chair of some sort, though it took her a moment to understand where exactly it came from. She looked around, noticing she was sitting in some kind of purple metal bird or something. Twilight connected the dots quickly enough and gasped.

‘He has three forms!’ she realized with horror.

Twilight quickly tried to get to her hooves and bail out of the jet cockpit she had fallen into, but was trapped as a glass roof suddenly descended and trapped her inside.

“Ah ah ah, little pony,” Blitzwing taunted, his voice ringing around inside the cockpit and making Twilight wince. “You aren’t going anyvhere until I say so!”

Twilight screamed and banged on the glass to no avail as Blitzwing flew away from the city and over the mountainside. The ground quickly got further and further away as they left the city behind and soared over steeper and steeper parts of the mountain.

“Vell, it’s been a gas, little pony,” Blitzwing said as they soared over open air. “But I’m afraid this is vhere you get off. Gute Nacht, fraulein!” 

Twilight desperately tried to clutch to the seat she’d fallen upon as Blitzwing suddenly twisted, flipping around rapidly in midair as he performed an aileron roll. The glass of the cockpit popped open, the wind hitting Twilight like a train and loosening her grip enough for the purple unicorn to slip free. Twilight shrieked as she sailed out of the cockpit and into open sky, limbs flailing and horn sputtering as the plane sped off into the distance without her.

Twilight fell. 


______________________________


Celestia panted heavily, favoring her leg and leaning against her halberd beside the pile of rubble that she’d buried Brawl under moments before. Leaning to the side, Celestia spat out a wad of blood and shook her head, trying to regain her bearings after the exhausting fight with Brawl. The princess glared at her broken leg, quickly lighting her horn and conjuring a splint and gauze to set the bone. Her alicorn constitution would heal the bone quickly within a few days, but she’d have to watch that it didn’t get any more damaged for the rest of the fight.

Just as she was about finished attending her injury and was ready to return to the fight, though, she heard a faint voice crying out above the noise of the carnage. A voice she was intimately familiar with, screaming in terror. Her hair flying wildly behind her, she turned to the edge of the city, just in time to see a purple shape plummet past the city’s railing and fall out of sight. Celestia’s heart dropped like a stone as she gasped.

“Twilight!” she cried, lifting off into the air.

A crashing noise resounded through the street and Celestia found herself suddenly yanked back before stumbling and falling flat on the ground. The alicorn craned her neck to see Brawl, intact and alive, emerging from the pile of rubble. The force field had dissipated and there were a number of ugly looking dings and dents in his chassis, but he was otherwise none the worse for wear. The only thing that seemed to be truly damaged was his faceplate, which had fallen off, revealing a twisted grin beneath.

And the Decepticon had wrapped his gigantic hand around Celestia’s tail.

Celestia alit her horn and prepared to cast another solar blast, only to find herself lifted into the air by her tail. She arced over the Decepticon’s head before slamming back into the ground on his other side, flat on her back. Then back the way she came, cracking the pavement beneath her. Again and again and again, she was slammed back and forth, her armor creaking under the assault and her bones fracturing as she formed two craters in the pavement.

Finally Brawl let her go, slamming her one last time into the street, lying in a crater of rubble, dotted with her own blood. Dazed and concussed, Celestia blinked blearily as she slowly made out Brawl looming over her. She coughed up another wad of blood, her eyes beginning to focus as she caught sight of Brawl’s hand shifting into its club form again, the bright red button at the end blinking angrily at her.

Brawl sneered at the fallen form of the princess.

“Puny Goddess.”

His fist came down. The button drove into her chest.

An explosion rocked the south side of Canterlot.


______________________________


Blitzwing flew back over the city, transforming back into robot mode in midair and touching down with a perfect three-point landing. Straightening up, the purple and white Decepticon brushed off some errant dust and ash on his shoulder and walked casually through the street. “Brawl mein freund?!” he called out. “Are you there?!”

“Over here, Blitzy,” Brawl said, emerging from a side street, rotating his shoulder in its socket and grinning madly. “Just got done killing a Goddess. How slagging awesome is that?!”

“Beachtlich…” Blitzwing said, quirking a metallic eyebrow. “I see she managed to hit you through ze force field.”

“Dropped a building on me,” Brawl said with a shrug. “I walked it off.”

Blitzwing nodded, humming. “This presents an issue though,” he muttered. “It seems these meatsacks are somevhat more capable than ve first anticipated. If ve come upon too many more varriors of their kind, ve might actually find ourselves hindered in our search for the Autobots.”

“Ah, we can take ‘em,” Brawl scoffed. “Besides, how many more can there be?”

Blitzwing shook his head. “Nein. Ve must not make the same mistake Dead End did and underestimate our opponents. Getting cocky is vhat led to him losing half his face.”

Brawl grunted. “What do you want to do, then?”

“Simple enough,” Blitzwing said, pulling a communication device off of his leg. “Ve call for reinforcements.”

Brawl grumbled, casually leaning back against another tenement house and shattering its windows while crossing his arms. Blitzwing stepped over to the edge of the city and turned a dial on the comm device, speaking into it. “Blitzving to Herr Shockvave. Can you hear me, Lord?”

“Report, Blitzwing,” came the monotone reply.

“Ve have successfully made noise in the city. So far, no sign of the Autobots,” Blitzwing spoke.

The reply was immediate. “Keep drawing attention to yourselves, then. Do not contact me until the Autobots have been terminated.”

Blitzwing steeled himself. “Vith all due respect, Herr Shockvave, ve’ve run into a snag.” The comm device was silent, though a small light on its side plainly showed it was still active. Blitzwing took the silence as prompt to continue. “Ve have encountered a number of the native species that vere capable of taking us on. Ve have since dispatched them, but ve do not vish to underestimate ze native forces any further. Ve do not vant to make the same mistakes Dead End made.”

“You require reinforcements,” came Shockwave’s reply.

“It vould be preferable, Ja,” Blitzwing confirmed.

There was silence for a few tense moments. Blitzwing gulped quietly as Shockwave mulled over his request. Finally their leader replied.

“It is done.”

Blitzwing grinned. “Excellent! Danke, Herr Shockvave. How many sqvads did you send?”

“Zero,” he said, simply.

Blitzwing blinked. “I don’t understand, Herr Shockvave.”

If Blitzwing hadn’t known his commander, he might have suspected a note of smugness and satisfaction to Shockwave’s reply. “I have sent you something much more effective than squads, Doctor. Call again only when your mission is complete.”

The comm went dead in Blitzwing’s hand. Brawl lumbered over to him, a curious look upon his face. “What do y’all suppose he meant by ‘more effective?’”

Blitzwing opened his mouth to reply, when he was suddenly cut off by a massive green hole ripping open in the sky further into the city, a twisted, gnarled mass of metal tumbling out of the GroundBridge and crashing into the town below. A cloud of dust burst up from the ground and dissipated into the air, carrying a howling, ear-rending shriek.


*     *     *


Princess Luna, Applejack, Rainbow Dash, and Rarity were in the middle of the theater district, fighting for their lives against a quartet of vehicons. The giant purple footsoldiers bore down on the ponies as they desperately tried to find a weak point in their impenetrable metal hides.

Princess Luna was having the most luck. The night alicorn flew hither and fro between the invaders, slashing her sword across their chassis, sparks flying every time blade met armor. Though the princess was able to score shallow cuts, they were not enough to fell the beasts. And any time she managed to line up what could be a killing blow, she would be forced onto the defensive by her foes, who quickly pegged her as the most dangerous of the attacking ponies and saw fit to gang up upon her.

Applejack and Rainbow were having little luck trying to pin down a weak point for Rarity or Luna to potentially exploit. Applejack did her best on the ground, kicking wildly at the robots’ legs. She barely managed to avoid their stomping, crushing feet as she tested their knees and shins against her kicks. She found herself capable of throwing them briefly off balance and landing minor dents in their armor, but nothing she did seemed to have any lasting effect.

Rainbow, meanwhile, was ricocheting between the robots like an out-of-control pinball. The cyan mare pumped her wings fast enough that they blurred as she bounced between the footsoldiers at speeds unattainable by any other pony, only for her blows to glance off. At best, she caused small dents in the armor, same as Applejack. Despite aiming for armpits, elbows, and necks, her attacks were barely stunning them. Her hooves ached from the repeated attempts to kick and punch the attacking robots. She was seriously beginning to get worried that, even with her awesome armor, she was doing more damage to herself than to the robots.

Rarity, meanwhile, was staying out of the fray as much as she could, instead deigning to aid with the evacuation of the townsfolk. The alabaster unicorn ran ahead of the fight as it rampaged down the street, directing civilians as best she could away from the melee. Occasionally, she would come across a wounded civilian and pull them aside to dress their wounds with whatever she had at hoof. This generally meant tearing up curtains in nearby shops to use as bandages and breaking off table and chair legs to use for splints. Beyond quick and dirty patch jobs and crowd control, though, Rarity was useless in the fight, at least until a weak point could be identified.

Salvation came, though, ironically at the hands — or rather, hand — of one of the attacking Decepticons.

Rainbow Dash continued to rocket between the various attackers, slamming against their solid bodies to little effect. As she barreled towards a vehicon currently engaging Princess Luna, however, her would-be victim suddenly swiped at her with his massive clawed hand. Without enough time to stop or change course, Rainbow took the full brunt of the swipe and was sent hurtling away. Her vision swam and her senses reeled as she spun through the air, only to come to a sudden stop against something hard, her foreleg smashing straight through a pane of glass. Rainbow groaned, assuming she’d been thrown into the side of a building. Until she realized…

...buildings don’t scream.

Rainbow shook her head and opened her eyes, to see that she had been swatted right into the face of another Vehicon. The Con in question was thrashing around, trying to dislodge the rainbow pegasus, but was having trouble.

The reason quickly became obvious to Rainbow Dash. Her foreleg was lodged deep in the Vehicon’s eye socket. The thin, glowing red visor had been shattered and Rainbow’s right foreleg was lodged knee-deep in the attacking robot’s face. The Vehicon shrieked and howled in agony as Rainbow panicked, struggling to free her leg from the Con’s eye socket. She wiggled her leg around desperately, trying to free herself, feeling her hoof crash and clank against gears and mechanisms inside the robot’s head. With a final howl of pain, the Vehicon fell over, twitching violently. Rainbow barely managed to pull herself free before the Con crushed her beneath its weight.

Rainbow panted as she ascended back into the air. “Holy horseapples, that was close!” she muttered to herself, before realizing the situation at hoof.

“Wait, that’s it!” she called out, turning back to the battle. “Everypony! It’s the eye! Their weak point is their eyes!” she cried out to her allies over the din.

“What?!” Applejack snarled, desperately avoiding a Decepticon’s foot as she rolled to the side of the road. “That weren’t the first place y’all tried to hit?!”

“Cut me some slack!” Rainbow said, swooping down and snatching up Applejack, just before another Decepticon tried to crush her beneath its heel. Rainbow flew across the street and let the earth pony down. “These guys aren’t exactly keen on letting me near their faces! Anytime I tried to get near them, they’d swipe at me!”

“Whatever!” Applejack grunted as she jumped back into the fray, kicking at another Con’s knees. “Just find Rarity and get her into position!”

Rainbow nodded, rocketing down the street to where Rarity had just finished bandaging a filly’s broken leg and sending her on her way down a side street. The fashionista barely had time to yelp as she was swept off her hooves by Rainbow, who lifted her into the air and onto a nearby rooftop. “Find a weak point, did we?” she gasped as she found her footing again.

“Their eyes!” Rainbow said, pointing at the nearest Decepticon’s face as it tried to fire a burst of plasma at Princess Luna, who had just taken a chunk out of its comrade’s shoulder.

Rarity nodded, alighting her horn and summoning three long javelins Princess Luna had conjured for her earlier. “Very well then. Distract them while I make the shots.”

Rainbow saluted, darting back into the middle of the brawl, continuing her ricochet between the remaining three Vehicons.

Rarity took a deep breath, levitating the first of her javelins and aiming at the nearest Decepticon. The massive brute was currently engaged, trying to stomp Applejack into the pavement. The earth pony was deftly dodging the Decepticon’s strikes, but the sweat pouring down her face told Rarity her friend was quickly getting exhausted. Focusing back on the Vehicon’s face, the unicorn let her breath go, shutting out everything except her target.

‘Needle and thread…’ she thought to herself, charging her horn and imbuing the javelin with energy. Rarity hummed a small tune to herself to focus her thoughts. Moments later, she let the spear fly.

The javelin sailed through the air, barreling through the air at a speed that would make Rainbow Dash blush were she not currently occupied. 

The weapon struck true, lodging itself deep in the invader’s eye socket. The Con screamed and fell backwards, crashing into a building and causing it to partially collapse beneath its weight. The Vehicon went limp moments later, the life ebbing from its body.

“WA-HA-HAA!” Rarity cheered. “I did it! I got him!” she shouted, only to notice that the noise of the fight had suddenly died down. Blinking, the unicorn turned to see the two remaining vehicons staring right at her.

“Uh-oh…” Rarity managed to squeak.

The two Vehicons charged towards her, raising their plasma cannons and training their sights directly upon her. Yelping in panic, Rarity quickly focused her energy upon a second javelin and let it loose. Like the first one, it sailed through the air at an utterly obscene speed. This time, one of the Vehicons actively tried to block the spear’s path but the weapon was too swift, crashing through the Con’s visor and sending him slumping to the ground.

Unfortunately, by the time she had the third Javelin ready, the final Con was looming over her, raising his cannon arm to her face. The purple glow intensified, Rarity fruitlessly trying to throw up a hasty shield and–

SCHLINK!!!

The glow went out, leaving Rarity blinking and trying to regain her vision. When the spots finally cleared from her eyes, she saw Princess Luna standing in front of her, her sword lodged deep in the Decepticon’s eye.

Rarity felt herself let out a long breath of relief. “Thank you, Princess,” she muttered weakly. 

Luna withdrew her sword from her foe’s eye, the massive robot slumping to the street below. “Think nothing of it, fair Rarity.”

Moments later, Rainbow and Applejack crested the edge of the building, the prismatic pegasus dropping the farmer atop the roof alongside Rarity. Luna turned to the three of them, giving them all a grin. “Our guards have managed to rout several of the attackers. We have managed to fell about a third of their forces already, and the cavalry and main guard platoon still has yet to mobilize.” Luna nodded at the three of them. “The reinforcements shall arrive momentarily, and we have found a new strategy to fell these creatures! Though the fight is not yet over, should the battle continue as it is, we are sure to be victorious!”

The four ponies all shared a brief cheer with each other, but were immediately cut off from their revelry as a massive green vortex opened in the sky over a nearby city block. The tear in the sky twisted and undulated, green sparks flying everywhere as a shrieking sound like twisted metal or a hoof upon a chalkboard resounded through the streets. The ponies all clutched their ears and gasped as a massive shape, black as pitch, fell through the portal. The form was all twisted limbs and jagged metal plates and spires. Time seemed to slow down as it fell to the city below, crushing buildings, trees, and roads beneath its massive bulk as it slowly unfurled itself. Eight massive, insectoid legs curled out from the main body, each of them covered in spikes and whirring blades. A pair of massive pincers appeared in the front, snapping at buildings and crushing them in their vice-like, bladed grips. Its mandibled face somehow seemed to sneer and chuckle, its voice a throaty, gasping noise, like a death rattle raised by a hundred decibels. Finally, a long, segmented tail, at least as long as the rest of the creature’s body unfurled itself from the rest of it, clanking and clicking as the metal all settled into place, revealing both a massive bayonet and a gigantic cannon at its tip, arched dangerously and threateningly over its insectoid head. It was plain for all the ponies to see what form the massive monstrosity of a robot had taken as it crushed the city beneath its feet. A giant, robotic scorpion.

“Whoa nelly…” Applejack said, marvelling in horror at the towering creature.

Luna frowned to herself. “This changes things…”


*     *     *


Blitzwing grinned as he heard the ponies scream from halfway across the city. The mad doctor chuckled to himself, before bursting out into a full blown cackle.

“Velcome to the fight, Scorponok.”