Maximares Rising

by Cydra


Twilight Sparkle vs. Scorponok

Maximares Rising

Chapter 3: Twilight Sparkle vs. Scorponok

Twilight wasn't certain why she had been summoned to Celestia's palace. She had been doing a good job with running her small kingdom, right?‏

"Don't worry, Twilight. It’s probably just to congratulate you," said Spike happily.

"Right, of course it is," said Twilight nervously.‏

The double doors to the throne room slowly opened as they approached, Princess Luna and Celestia at the far end, and they did not look very happy.

"Celestia, Luna, it's nice to see you again," said Twilight, trying to sound calm. When the stern look of the princesses didn't diminish, she quickly add, "Your highnesses."‏

"Twilight Sparkle, We are most displeased," said Luna, in the royal Canterlot voice.

"Er, displeased with what?" asked Twilight.‏

"You have failed to govern the responsibilities we gave you," said Celestia sternly.

"But, you haven't given me any particular responsibilities yet," said Twilight, "I mean, I just got my castle and I'm still trying to learn what I can about it."‏

"You should have learn faster," said Luna coldly.

"But I have barely gotten through my new library and I'm still trying to find what all was lost from Golden Oaks Library and..." Twilight paused when she noticed something clamped onto the bases of the princess' horns, "What is that on your heads?" she asked.

Upon closer inspection, it appeared that a pair of mechanical beetles of some kind were not just latched onto their horns, but partially embedded in their foreheads and giving off a faint purple glow. Twilight's eyes narrowed as she said, "Wait, those things are controlling you, aren't they?"

"You are too clever for your own good, unicorn," said the princesses, "But we were prepared to harness you anyways." With that, a purple beam shot out of both of the princesses' horns. Twilight jumped out of the way and the beams ended up hitting Spike in the head.

Twilight yelped in horror as Spike staggered back. "NO!” she yelled, before pausing, seeing another of the beetles on Spike who had a blank look.

"Your power is to be ours. You will not stand in our way," said the princesses, Spike droning along with them.‏

Twilight stared before screaming as a blast filled her vision...


...and she woke up in a pile of dirt.

Twilight coughed before looking around her, seeing dusty plains for miles. "Where in Equestria am I?" she asked.‏

She yelped as a line of text appeared in her vision, calmly saying 'location unknown'‏.

"What the? Where did that come from?" asked Twilight, "Maybe I ought to start flying to see where the nearest town is." She jumped in the air but landed straight back down. She glanced over her shoulder to see what was wrong with her wings, but they weren't there.‏

More text appeared, stating 'Main attributes disabled...protoform locks in effect'‏.

‎"Ok, don't panic, I'll just send a message spell to Celestia and ask for help," said Twilight. She concentrated, but didn't feel any magic building up. She felt the top of her head to see what was wrong with her horn but froze when she didn't feel her horn either.‏

The same reply of 'main attributes disabled' appeared before a smaller text, missed by her began flashing in the corner of her vision saying ‘Distress call sent.'‏

She tried breathing in and out to calm herself but that didn't do anything to help. A part of her told her that she was due for a panic attack and the rest of her agreed.‏ With that she settled for screaming and running in a random direction, in the hopes this was all a dream.


Somewhere deep in Nullspace

"Ok, let’s make this perfectly clear: you got snatched from your homeworld and woke up as...this," said Dante in a tone that hinted he didn’t believe a word of it.

"Well, not exactly like this," said Applejack, "Not sure how Ah upgraded durin' that fight with Soundwave, but Ah think it's an improvement from before."‏

"Well you won’t be able to go home like that,” said Matt via his mech’s loudspeaker, his mech the only thing big enough to run the ships controls.‏

"Not goin' home with mah friends anyways," said Applejack, "And Ah sure would like to know who did this ta us."‏

"Gonna take a guess and say it was the captain of that lab-ship we raided," said Dante, taking a swig of ration water, "We have to call this in, Matt. Even if the pony thing gets taken by military intel. We're almost out of food and water."

"Funny, Ah haven't felt hungry in quite a while," said Applejack.

"I bet you haven't noticed that you don't need to breathe anymore," said Dante.‏

Applejack paused at that, realizing to her personal horror that the hairless ape had a serious point. "Hey, I bet we can pummel the guy responsible into a cure," said Matt cheerfully before a panel began to say something sternly.‏

"Uh, what's it saying?" asked Matt.

"Do I look like I speak beep?" asked Dante.

But for Applejack, the message was coming through clear.‏ "Somepony’s in trouble," she said sternly, transforming to robot form and taking a look.

"Hey, don’t go pressing anything. It might be-" began Matt before Applejack pressed a button and the ship vanished from Nullspace.


"-booby trapped," gibbered Matt as the ship came to a stop.‏

Below them was a greenish planet with a noticeably large ring around it and a single moon. Despite the ring, the ship's computer confirmed it was a life-bearing world, specifically one called 'Nebulos'.‏

"Ok...well, we're not on the grid so calling for NSC backups now officially useless," said Matt, annoyed.

Dante climbed into his own mech and stomping forward, "Ok, we gotta presume possible trouble. We're in a warship in their local orbit. AJ, see if you can get coms working and broadcast that we're not here to cause trouble," he ordered.

"Uh, Ah did mention that Ah’m just a-"

"Yeah, sure, farm horse, but you're in an advanced robot body now. You ought to have some kind of instruction manual," said Dante rudely.‏

"Dante…" said Matt, looking out the viewport as the argument continued.

"Ah’m gettin' the feelin' that ya ain't likin' the fact that Ah’m a pony," said Applejack.

"I could care less, even if you were a thumbless beast, but putting a country bumpkin in a body like that is a real waste of resources," said Dante.‏

"Guyyys…" said Matt a little more urgently.

‎"Ya got some nerve thumbin' yer nose at me like that," snapped Applejack.

"Ooh, you're picking up finger idioms pretty quickly for a quadruped," said Dante mockingly.

"That's it! Come outta yer suit and face me, ya bald-faced monkey!" snapped Applejack.‏

Matt glared and slammed what he hoped was the loudspeaker. “Unidentified ship, your continued interest in our space has been noted and we hope you will enjoy the type 12 neutrino missiles we have sent to converge with your ship. Your deaths may be monitored for security training purposes. Have a nice day,” said a calm voice, Dante and AJ turning slowly to see two dots on the end of vapor trails heading for them.

"You know, that joke starts getting old after the first few times," said Matt.‏

Dante pushed Matt aside, grabbing the manual controls and pulling hard on them, the ship pulling to the left and causing the missiles to overshoot, though they curved and began to give chase again.

"What the hay were those?" asked Applejack.

"Those are called missiles and if they hit us, they'll make a very big boom," said Dante condescendingly.‏

"Shut up and let me concentrate!" snapped Matt. The ship dived towards the planet's surface with the missiles following close behind it.‏ "Ok...I can do this," Matt said, sounding calm though he was anything but as he put the ship in a steep dive.

"Can't we just blast those missiles or something?" asked Applejack.‏

"Not a chance. I don’t trust the weapons on this thing," snapped Matt.

"Uh, Matt, don't ya think yer heading for the ground a little too quickly?" asked Applejack as the planet's terrain filled the window.‏

"Wait for it..." said Matt calmly, Dante saying urgently "Maaatt!" before Matt yelled "NOW!” pulling back on the controls, the ship pulling up and the missiles overshooting, the closeness of the ground rendering any hope to compensate pointless. The explosion shook the ship but that was it.

‎"Ha! There's a reason I was almost at the top of flight class. Scared the smeg out of the instructors when I-"

"LOOK OUT!" yelled Applejack before the ship whacked against the side of a tall building, losing a wing in the process, and started heading for the ground.


"That's the real reason he didn't make top of his class," said Dante, "He can take off and fly with the best, but the only way he can land is in a self-made trench."‏

"No comment," groaned Matt, his mech getting up, not helped that his mech’s AI, Serina, was laughing her head off.‏

Applejack probably would have added her own snark, but one of her hind legs broke off in the landing and she wasn't completely convinced yet that it can be repaired.‏

Dante, however, was already looking around before a warning appeared "Erm...guys? The fuel’s leaking," he said.

"Well, we can't let that happen," said Matt, "I'm not counting on the locals selling us a new ship and I do not want to be stuck here."‏

"Good, who here knows how to stop an energon cascade reaction? No? Good. RUN!" snapped Dante‏.

The trio quickly jumped out the hatch as quick as they could. They managed to dash a good distance away before the fuel went off. Though it took them a while to notice. When they looked back, they could barely see a smoke coming out. "The heck?" asked Matt before scanning the ship, "Huh, fuel tank was nearly empty. Those Decepticon shuttles are real guzzlers."‏

A second later, the entire ship went up like a fireball. Matt just stared before Serina said over the com, "Matt wants to say he forgot how unstable that stuff is but the explosion broke him."‏

"Well that's great, we're stranded on an alien planet with unfriendly locals and one of mah good legs is gone," said Applejack.

"You realize that you can just shift to robot mode and that missing leg will be just a missing arm, right?" pointed out Dante.‏

‎"That’s hardly better," said Applejack in an annoyed tone, though she did that anyway.

"Well, that crash and burn's gonna be attracting attention pretty soon," said Dante, "Shall we wait around for them or strike out on our own?"‏
Karnak, Dante’s mech AI, said, "The distress call is still strong. It’s probably a good idea to meet up with it...weird...the signal is moving in a circle over and over."‏

"Well, at least we know it's not going anywhere, whatever it is," said Applejack.‏

"Ok, let’s move," said Dante calmly, the trio heading out.


Meanwhile, the 'signal' had dug a knee high trench in the ground. Most ponies would have given out from hunger or exhaustion by then, but Twilight has felt neither of them for quite some time. Though her panic might be starting to wear itself out.‏

"Ok...let’s make a list...the last thing I remember is Discord warning us about monsters, then a big bang..." she said to herself with a gibbering tone.


Twilight was heading for the window when the first strikes hit the ground. She was shaken off her feet before she got up and looked out the window. Three flying machines were zipping around the skies, blasting at anything that was moving on the ground.‏ A few royal guards were sending spells at the machines, one turning to fire a pulse that caused the guards to judder before, with a crack, be reduced to bleached bones.

"Discord, can't you do anything with them?" asked Twilight.‏

On cue, a ship hovered in place, a mechanical...thing visible through a screen, before there was a flash of light and the screen was suddenly brown, the ship going out of control.

"What about them?" asked Twilight, indicating the bones.

"Hmm...trickier, but I think I might be able to do something since they're fresh," said Discord before zapping the bone piles. In a flash, the guards were back to living flesh. They were so delighted, they didn't particularly care that their heads were on backwards at the moment.‏
Twilight glared at Discord who was also smirking "Oh, it’ll be fine in a few days,” he said before a missile hit him and sent him flying through a wall.

Twilight glared up at the ship that fired and said, "This is my home and nobody is going to destroy it!" With that, she flew up through one of the holes in the roof and started firing at the ships. She may not be supercharged like with her fight with Tirek, but she was plenty mad.‏

The first drone lost a gun 'arm' and spiraled out of control, exploding on impact, another getting its cockpit pancaked by a TK blast. The last one however began to avoid various blasts, getting closer and closer and readying an underslung weapon of some kind.

Twilight projected a shield around herself to deflect the oncoming blast.‏ The ship seemed to realize that, spinning so its gun arm smashed into her and while the shield was tough, it has to obey laws of physics...such as what happened when a floating ball was hit with a large object.‏
‎Twilight's shield did work in manner of speaking, though the bouncing was done from the wrong side. She was knocked down to the ground and made a considerable crater, though her shield took most of the damage. The ship hovered down before it started shifting form. The thruster detached before converting into legs before the underside and the nosecone became a pair of very ungainly arms, the nosecone arm splitting to form a huge pair of pincers. A head popped out from the robot's torso and said, "You've got firepower, but you don't got mass. Kinda important with big dogfights."‏

A voice, apparently coming from the creature’s ear said faintly, “Commander, we have secured two other settlements but the main capitol is too heavily defended. Losses are unsustainable."‏

"The capitol's not important, the Enigma ain't there," said the robot before clicking on his ear and said, "Spy Streak to the big boss, I think I have one of those organics you were looking for."‏

"Very good. Other teams report successful acquisition of the others. Fall back before the local class Z's close in," said a cultured voice.

"Will do," said Spy Streak before reaching for Twilight with his huge pincer arm.‏

Twilight yelped, screaming before everything went black.


"Ok, this...Spy Streak will know what happened," said Twilight in a slightly shaking voice before more text appeared. "Alert...class 2 combat mechs approaching."‏

"Where? Where?" yelped Twilight.‏

On cue, a familiar voice said “Twi? Twi, is that you?"

Twilight gave a sigh of relief before saying, "Applejack, I've been so glad to see..." She froze when she saw the one-armed robot who had a color scheme and hat very similar to Applejack's.

"Yeah, Ah do look funny now, but Ah think Ah can explain," said the robot with Applejack's voice.‏

Twilight stared for a minute before the trees parted to let two much larger mechs, one with four legs and a humanoid torso, come into view. “Another one?" said the two legged one. It was at this point that Twilight snapped.

Twilight screamed before dashing off at high speeds. "Wow, never saw Twilight run that fast before," said Applejack.‏

"After her!" snapped Dante, his mech loping after the fleeing protoform mare.

Applejack sighed and said, "He ain't never gonna catch her like that and without my runnin' legs, I won't either." He turned to Matt and asked, "Ya'll wouldn't happen to have some rope or somethin', would ya?"‏

Matt nodded, a gun folding out before firing a large steel bola at the fleeing mare‏. For once, Matt's aim was on target and the bola wrapped itself around Twilight's legs.‏

"Bingo," said Matt, the two walking forward. "Miss Twilight? I’m Sgt. Lynch of the NSC Ghost Corps," he called, Dante snapping “Shut up, Lynch, I’m the superior officer, I do the intro's."‏

"Get away from me!" snapped Twilight as she struggled to get free.‏

"Lady, we're not here to harm you," said Matt with a sigh.

"Twilight, these are good guys," said Applejack, "Well, Dante's a jerk most of the time, but he's on our side."‏

"I’m not a jerk!" snapped Dante as Matt said cheerfully "Two votes to one says you are. Miss Twilight, we're gonna get you out of here once we jack a ride off the gits who played missile command with our ship."‏

"What are you things?!" snapped Twilight.‏

Matt’s mech knelt down before a side hatch opened and Matt climbed out, waving. "Ta daaaa," he said cheerfully.

Twilight just gave him a confused look. "Yeah, Ah know he looks funny, but he's harmless...most of the time," said Applejack.‏

"Oh grow up or I won’t help you reattach your arm," called Matt before he climbed back in.

Twilight looked back at Applejack and asked, "Applejack?"

"Yeah, I'm all metal. Yer probably all metal too which is why ya don't have wings or a horn," said Applejack. Twilight's eyes rolled back before she passed out.

"Wow, brutally honest much?" asked Matt.‏

"Ah'm the Element of Honesty," said Applejack calmly, Dante and Matt pausing before both starting to laugh.

"What? It's the truth, just like Twilight here is the Element of Magic. Course some people have been sayin' she's also the Element of Friendship," said Applejack.‏

"Magic’s...ok, magic’s real, I’ll give you that. I've encountered too much weird to say otherwise," said Matt, pausing and saying the rest gloomily.

"In case you haven't noticed, Lynch, this isn't fantasy country, it's sci-fi," said Dante, "So unless Ms. Sparkly here can abracadabra us home, she's not gonna be a lot of work."

"It's 'Ms. Sparkle' to you," snapped Applejack.‏

Matt glared at that, "Look, rule one in any survival film: we need to stop damn arguing."

"And we need ta figure out what we're gonna say to the local authorities," said Applejack.‏

"They tried to shoot us. We’ll probably say ‘don’t shoot’," said Matt.

"Well, ya might want ta say that soon," said Applejack.‏

Matt rolled his eyes, before activating sensors and seeing a red dot closing, turning the mech to see what looked like a twin-barreled tank rolling towards them, several smaller single barreled ones beside it.

"Don't they have hovercars on this planet?" asked Matt.

"When you're dealing with possibly hostile alien invaders, would you send police cars? Lynch, I’m getting an energon reading from them. They’re damn cybers!" snapped Dante, just as a laser shell shot past.


The rumbling of the ground eventually roused Twilight a bit, though she was still feeling rather faint.

She looked up weakly to see several tanks heading for the group, the two giant machines taking position. Her new vision seemed to insist the mechs were hostile, a second before the tanks began firing on them, the shots either missing or bouncing off.‏

‎"These drones will be a cinch to take care," said Dante's voice cockily.

"Wait, are you sure these guys are drones?" asked Matt's voice.

"Only mindless machines can aim that badly," said Dante's voice a missile was shot at the tanks.‏

The tank was flipped back by the hit, landing upside down, the hatch opening and several human-like aliens getting out and running for it.‏
"Yeah, definitely unpiloted," said Matt's voice sarcastically.‏

Dante however wasn't listening, a shoulder cannon folding into position and beginning to charge up, aiming at the lead tank, though its charge up giving time for the crew to jump out, before a green orb shot out, apparently engulfing the tank before floating back a few feet and vanishing, along with the tank.

‎"Dante, this is not a good way to make first contact!" snapped Matt.

"They shot thermonuclear missiles at us, I think they were the one who soured first contact," said Dante.‏

"Enough!" snapped Serina, overriding the weapons for a second and sending an EMP pulse out at the remaining tanks. "Bugger off, the lot of you!" she snapped through the speakers on the tank, the alien crews obliging.‏

"Great, so much for getting a new ship from those guys," said Matt as the tanks drove off.‏

"Dante has a point. They not only destroyed our ship, they sent an armed response to destroy any survivors. They are not friendly and will not be no matter the actions," said Karnak calmly.

"They probably didn't even know there were organics on that ship. They probably thought we were Decepticons," said Matt.‏

"Then they would have communicated with us. Our mechs are clearly not Cybertronian tech, even easier confirmed with these two," said Karnak, referring to the girls.

"It could simply be that any Cybertronian is unwanted on this planet," said Serena, "Unaffiliated or not, these people are not going to trade with us. We will have to find another means of leaving this planet. If they have contact with Cybertronians, then there might be one of those prongs from the...from the accident."

"We have not been within that particular universal stream for some time," said Karnak, "But I am picking faint readings of that particular sort of energy, very, very far from here."‏

"Great...anyone know how to turn one on without being turned inside out?" said Matt sarcastically before pausing. ‏.

"What is it?" said Dante curiously as Matt steered his mech over before reaching down, picking up the wrecked tank and shaking it, a white camo uniformed figure falling out to the dust, where it was picked up by its collar by Matt’s mech. The helmet was knocked off, revealing an attractive female face with long blonde hair, though her skin had a noticeable tinge of green to it.‏

Matt wasn’t having any of it though, making the screen of his mech transparent. “Ok, lady. Let’s talk minus the particle blasts, shall we?" he said.

"What's there to talk about? You have violated several treaties," said the woman.‏

"We just got here, answering a distress call then some joker decides to take pot shots at us with neutrino missiles. Aren’t they illegal in 5 galaxies?" said Matt coldly.

"As EDC should know, entering Nebulon airspace without an announcement or permission, especially in a Decepticon ship, gives reason to shoot down any potential pirates," said the woman.‏

"Wrong universe," said Dante, his tone indicating that culture shock could go hang for all he cared.‏

"Wait, what?" asked the woman.‏

"Dante, shut up," said Matt smoothly before saying "Captain Lynch. EDC special operations. These ladies here are from a Cybertronian research ship that crashed. We've been tracing their escape pods all over the sector."‏

The woman glanced over at the ponies before saying, "We didn't pick up any Maximal energy signatures."

"Their coding was scrambled by the crash," said Matt before whispering, "They think they're actual ponies. It's very sad."‏

"I heard of it happening before...doesn’t change the fact you’re under arre-EEEEEEEEEEST!" the woman said before Matt and Serina made their point by playing catch with her for a few throws.

"Pardon?" said Matt smoothly.

"Put me down, you big brute!" snapped the woman.‏

"Are you going to play nice or do I use a mind wiper to make you think you’re a toddler? I’m not in the mood for BS today," snapped Matt, Dante and Karnak impressed at Matt’s apparent attitude.

"I could add 'assaulting an officer' to your-" started the woman before Matt tossed up real high. He waited a while before catching before she hit the ground. The woman looked greener than before and she said, "I'll let you off with a warning since this is your first offense."

"And they say that you don't know how to impress women," said Dante.‏

"You want the truth? We're from another dimension and so are the ladies. I also won the CPS award for most likely to accidentally blow a planet up. Take us to the space bridge before I LOSE MY TEMPER!" snapped Matt.

"Obviously transwarp space has addled your brains," said the woman, "There hasn't been a space bridge running on this planet for centuries."
"Then what about this energy signature I picked up?" asked Karnak, displaying a diagram of the planet with one spot marked.

The woman studied it and said, "That's in the Forbidden Zone. No one's been in that war-torn area for decades."‏

"Good, take us there or I practice my pitching throw," snapped Matt.

‎"Hey, stop it!" said Twilight, "Isn't there a better way for you humans to settle your differences without hurting each other?"

The woman gave Twilight a look and said, "I am not human."

"Told you, her datatrax are all scrambled up," said Matt.‏

Dante nodded. "Ten points if you can get her to hit the hill," he said.

Matt glared at the girl before seemingly calming down, "No...but we need a guide through xenophobia land."

"You wrecked my vehicle," said the woman.‏

"That’s not a problem," said Matt, placing her on Serina’s shoulder, drawing his blaster and aiming it at the hatch before he opened it. “Try anything and you'll have one second to regret it. Get in...and lose the sidearm in your boot," he said calmly.‏

The woman covered his nose and asked, "When was the last time you cleaned this thing out?"‏

"Bite me and get in. And again, lose your sidearms. I know you have one, no pilot has just one," snapped Matt, gesturing to a second seat.
The woman sighed before taking out her pistols and handing them to Matt.‏ Matt waited. "And I’m not a moron. Toss them to me," he said calmly, Serina saying "That part’s up for debate."‏

‎The woman rolled her eyes before tossing them to Matt.‏ Matt nodded "Welcome aboard," he said cheerfully, not taking his blaster off her till she sat down before turning to the controls.

The woman glanced at Matt's neck, considering how easy it'd be to grab him and force out of his chair. A gun unfolded from the inside wall and pointed at her. "Don't try anything," said Serena's voice.‏

"You think of everything," said the woman coldly.


The Forbidden Zone was, as originally stated, the very image of a warzone, blackened craters and wrecked devices littering the place. "Nasty...signs of radiation. We'll be fine in the mechs. You idiots drop nukes around here?" said Dante scathingly.

"It wasn't us who did most of the fighting," said the woman bitterly, "The Decepticons had no care about what gets destroyed in the wake of their battles and the Autobots could barely contain it at the best of times."‏

"Picking up a city at edge of sensors...2 terran KM," said Dante at that, the woman looking confused.

"Impossible...your machine must be damaged. There is no city in this sector."‏

"Considering how long you guys have stayed out of this place, I wouldn't be surprised if things were forgotten," said Matt.‏

"Idiot. Of course we keep tabs on this area. Who knows what traps your friends left behind?" snapped the woman, Matt rolling his eyes "Paranoia now too? Look, what’s your name, lady wacko?" he said.

"My name is Llyra, just like my great-great-great-grandmother, my job is to keep the peace on Nebulos," said the woman haughtily.‏

"Doing a bang-up job," said Matt sarcastically.

"We weren't expecting new weapons technology from Earth, whom we have a peace treaty with," said Llyra darkly.‏

"Wrong Earth," said Matt calmly.


Twilight, she and AJ riding on Dante’s mech’s shoulder were also talking, Twilight a bag of nerves. The humans she had met before never seemed to be this violent, even if they were under the sirens' spell.‏

"Twi...you ok?" asked Applejack, having finally reattached her arm after Dante had caved and lent her a tool.‏

"I have no idea," said Twilight, "We're on a completely different world, you're a robot, I might be one myself, and I don't have any magic."‏

"Twi, you're gonna be fine," said Applejack, checking her shoulder before shifting back to pony form, Twilight flinching at the sight. "It's not as uncomfortable as it looks, though not eatin' and breathin' is gettin' a while ta get used to," said Applejack.‏

"We...we can't go home like this. What about the others too?" panicked Twilight desperately.

"We'll find them, Ah found you, didn't Ah?" said Applejack.‏

"But...but...what about these human things? Can we even trust them? They didn’t even try to talk to those people," said Twilight.

"Ah've met worse people," said Applejack, "There were a bunch of mean robots that tried to mess with my mind, but they helped me get outta there."‏

Twilight paused at that. "Ok...fine...but I don’t like this...especially the way they acted earlier," she said.

"Matt at least is nice," said Applejack, "A bit nutty though."‏

"I hope he stays that way," said Twilight a little darkly before Dante said “Hey, you two, get ready for anything. That crazy lady doesn’t seem the sort to freak out over nothing."


They soon came upon the city. Oddly, it seemed to be all made out of the same purple metal, with a few green and orange parts. "Something about this place gives me the creeps," said Matt.‏

"I don't know this city. Not only that but I see no damage," said Llyra coldly.

"Yeah, this place is in pretty good condition considering it's been abandoned for who knows how many years," said Dante.‏

Llyra finally said, "We need to leave. This place is far too wrong."‏

"Yeah, that space bridge isn't here anyways," said Matt.‏

"That is impossible. I know every section of this sector. The space bridge should be here," snapped Llyra before a device on her wrist beeped "This is control...captain, report. Are the intruders inactive?"‏

Serina aimed her inner gun at Llyra in warning.‏ "This is Captain Llyra. All clear, everything’s fine," Llyra said slowly.

"Very well, what are your coordinates?" asked the voice.‏

"Sector 16, following a lead, one of them got away from us," said Llyra pointedly‏.

"In the War-Torn Zone? That's not worth the chase," said the voice.‏

"Targets are worth the chase," said Llyra pointedly, Serina suddenly cutting the connection as she started to grin. "Sir...I think we're going to have company soon."‏

"Had some buddies following us?" asked Matt suspiciously.‏

"You really think we don’t have protocol for this?" sneered Llyra, adding, “I'd give up. As advanced as this is, it cannot fight our entire planetary defense force."‏

"Would they be likely to give us a fair hearing?" asked Matt dryly.‏

"You’re pirates and you broke a treaty. I doubt it," said Llyra calmly.

"We're not pirates, we just got lost," said Applejack.‏

"No, you're Cybertronians which is worse," said Llyra smugly.

"I thought you had a treaty with them," said Twilight.

"We have a treaty with the Maximals. You two are unaffiliated with them. You may not be Predacons, but we do not take chances of someone starting up another Great War. This planet has already suffered enough from one as you can see," said Llyra.‏

Matt glared. "True, but killing a timeline specific from another timestream won’t get you a war with the Cybertronians, it'll get you a war with the NSC...which is far worse," he growled.

"What are you babbling about?" asked Llyra.‏

"You’ll find out, call them..." began Matt before a missile shot down and knocked his mech off its feet.

Matt and Llyra tumbled around in the cockpit for a bit until the mech rolled to a stop with Matt on top of Llyra.‏ "Get off!" snarled Llyra, pushing Matt off as several vehicles rolled into view.

"Hey, alien lady, these your pals?" snapped Dante‏.

"No, they would have told you to surrender first," snapped Llyra.‏

Dante nodded. "Ok, Karnak, let’s show these tin cans how CPS roll," he said, a rocket pod opening and firing a hail of cluster rockets.

The rockets sent most of the vehicles flying, some in more than one piece. However, the instant the explosion stopped, the remaining vehicles all shifted into robot modes, some of the more intact vehicles that got hit by the explosion also transforming, though into less than complete robot modes.‏

"You gotta be kidding...zombie robots!" yelped Matt, firing some of Serina’s weapons at the horde. Applejack and Twilight however felt what could only be described as fear. Something about the drones told their currently cybernetic brains it was something to fear.

Applejack quickly shifted into robot mode and started blasting at the things with her six-shooters.‏

Twilight backed up a bit at that. Yes, she’d seen Applejack change before but seeing her in combat now was bringing back the same worry. For Applejack though, it was...disturbing to see the mechs in battle.

It was clear their purpose was to destroy Cybertronians as efficiently as possible, weapons ranging from high velocity slugs to photon beams and even something her sensors identified as 'cosmic rust spores'.‏

"I'm thinkin' we oughta be movin' ta higher ground," said Applejack.‏

"What higher ground? These buildings aren’t ghost mech size," snapped Matt, firing a plasma blast that reduced a drone to green goo.‏

"Then perhaps a strategic retreat?" suggested Llyra.‏

"Where to? You happen to know the location of a bunker in robot size?" snapped Matt.

Twilight had a thought just then. "If you can toss me up, I can see if there's a place we could retreat to," she said.‏

Matt yelled "Kinda busy..." using his mech to headbutt a drone that tried to grab him.

"Ya still trust me, Twilight?" asked Applejack.

"Always," said Twilight.

"Alrighty then," said Applejack before picking up her friend and flinging her up into the air.‏

Twilight yelped as she rocketed into the sky, the whole city visible below her, faint flashes of energy seen below from the battle and the hundreds of drones heading for them. She quickly looked around for any possible places to escape to before gravity caught up with her.‏ Her vision seemed to zoom in on another set of drones, different colored, heading for them.

Just then, Twilight started his downward descent. She was hoping she'd soon be caught by Applejack, but she soon noticed she was falling at an angle instead of straight down.‏ ‎"Oh no...oh no, oh no, oh no!" she yelped as she fell faster and faster for the ground.

Just then, a huge white robotic hawk flew underneath of Twilight and caught her safely on its back.‏ Twilight was speechless for a second. It was a bit of a surprise before her common sense tuned back in and she screamed "HEEELP!"‏

The robotic hawk swooped down and opened fire from gunports on its wings. But instead of hitting the mechs, it was shooting at the drones who were menacing them.‏


Matt jumped as several of the drones in front of him were torn apart by cannon fire. "Your buddies?" he asked Llyra.‏

"Not any I recognize," said Llyra.‏

"Ok..." said Matt with narrowed eyes, activating a AA cannon, a zoomed image appearing on the viewport, a targeting circle showing it attempting to lock on before it paused, zooming in on Twilight.‏

"Darn it, I can't shoot that bird down when it's got Twilight on its back," said Matt.‏

"Erm...it’s altering course...and coming right at us," said Serina in a worried voice.

"That's not all that's coming at us," said Dante as he noticed more bogeys appearing on the radar.‏ Indeed, several fliers were coming at them.

"Let me guess, more Cybertronians?" asked Matt.

"Most likely," said Dante.‏

Applejack however seemed pretty angry, aiming her 6 shooters and firing repeatedly at the incoming craft.

A few were clipped, but most of them transformed to start firing at the mechs with the oversized guns on the right arm. "Don't blast the protoforms," called the one in the lead, "The boss still needs them."‏

Dante glared as Karnak said calmly, "Voice match...known Decepticon war criminal...Spy Streak...bounty dead or alive. 2 million credits."

Dante grinned and said, "Lynch, let’s smoke these jokes."

The jet bots appeared to have the same idea as they opened fire upon everyone in front of them. Spy Streak, identified by his yellow markings, shot at the hawk that was carrying Twilight. His shots shredded through the robotic bird's armor and soon started sending it down. He swooped in close and grabbed Twilight with his pincer hand before it hit the ground.‏

"Ok, that’s one. Ok, let’s smoke those mechs," he said, his boss’s voice saying “No, you aren’t equipped for-" before Spy Streak cut him off, "I can handle these guys."

Spy Streak swung around and attempted to auto-lock on the mechs. But their energy signatures didn't line up with his sensors right. "Come on, you stupid piece of junk,” snapped Spy Streak, slapping his blaster arm. "Jamming detected..." the computer chimed before a missile shot up and blew one of his escorts apart.‏

"Will you guys grab that other protoform already?!" snapped Spy Streak before a missile nearly hit him. The only part of that being strange was that the missile came from the other direction. He turned to see a lot more drones heading up the streets and taking aim at him and his escorts.‏ "Spark dammit..." he snapped before yelping as another shot hit his grabber arm, causing the protoform to fall.‏

This time, Applejack sprang up and caught Twilight, shooting Spy Streak in the afterburner for good measure as she did.‏

"We gotta go. Tell me she saw a way out," snapped Dante, firing the last of his missiles at a cluster of drones‏.

"Twilight, you alright?" asked Applejack.

"Uh...kinda...I think I saw a safehouse that way," she said, pointing in one direction.‏

"Ok, let’s fall back. Matt, you still got missiles. Burn those tin cans," commanded Dante‏.

"Working on it," said Matt as he fired.‏

The group began to fall back, Applejack noting coldly that Dante wasn’t firing much with any of his remaining weapons, preferring to let Matt do the brunt of the cover fire. She would have helped Matt with cover fire, but her guns was meant more for precision than doing wholescale damage.‏

The group finally came to a large building, a ramp leading down to a half-open heavy-looking door. "What do you know? The useless bot came through." said Dante scathingly

‎Applejack glared and said, "Make one more insult about Twilight and Ah'm gonna pound some manners into ya." She changed one fist into a pile driver to make her point.‏

‎"Shut up, get the door open!" snapped Matt, looking over at Llyra. "Get out of my mech. One of those guys was smart enough to avoid my missiles...and if I’m reading this right, he’s coming here. Now go bother Dante. I'm not having both of us go up in smoke," he ordered, looking at the readout.

"You can't order me to-" started Llyra before the hatch opened up and Matt grabbed her and threw her outside.‏

Just then, a voice came over the comm, "Attention fleshling, hand over the protoforms and we'll call off the attack. I know you guys are only involved by mistake and we can let you out of this if you just cooperate with us."‏

"Serina...get a lock on that," muttered Matt, looking around. "Ok, which Cybertronian toaster am I addressing?" he said darkly, checking the ammo counters.

"This is Spy Streak, commander of the Pursuit Drones," said the voice, "You might know me for my awesome ability to chase down any fleeing target."

"Trace located...seeker missiles locked on," said Serina, Matt grinning. "You know...for someone with ‘spy’ as a first name, you're not very stealthy," he said, firing and sending several missiles out.

"Well, you simply haven't seen me put my stealth skills into action," said the voice calmly.

Matt watched in horror as bits of drone rained down. "Crap," he said, before a laser blast hit his mech in the chest.

‎"Heh, got him right in the-" said Spy Streak before the mech turned around with all of its weapons out. "Oh no," said Spy Streak before ducking. The mech let loose with every last bit of ammo it had, shredding through almost everything in front of it. Except, oddly enough, the small spot where Spy Streak was hiding. After the barrage stopped, he felt himself over and said, "I'm okay? I'm okay! Thank the Allspark I'm okay!"‏

"Shit..." snapped Matt, turning back to see the others struggling with the door. "Dante, get up here!" he snapped, hearing a smug reply of "I gotta guard these guys, hotshot." Matt just muttered a expletive and readied his mech’s close combat weapon.

Spy Streak pointed both of his right arm's guns at Matt, "No ammo left? This will almost not be satisfying."

"Oh, yeah, real tough talk from the guy who's been hiding. How about you come and face me like a real Decepticon?" snapped Matt.

"Because I'm actually a Vehicon," said Spy Streak.‏

"I'll carve it on your junkpile," snapped Matt, sending his mech lumbering at Spy Streak.‏

Spy Streak jumped over him easily. "Gee, running straight at me, you think that would have worked with your ungainly chassis?" asked Spy Streak dryly.

"Me ungainly? At least I have normal arms. You barely have a functional hand," said Serina.‏

"Pardon?" snapped Spy Streak before the mech span and sliced off what was left of his left hand.‏ "Ok, now you've actually gotten me mad," said Spy Streak before opening fire on the mech.‏

At that close a range, the mech’s laser shielding was useless, tearing the chassis and exposing a glowing core. "Well, well, wonder how important is?" asked Spy Streak as he aimed at the core.‏

Matt yelped, pulling the eject switch and sending the mech’s head flying back, just as Spy Streak fired, causing the mech to explode violently.


"Oh dear, look like Lynch's luck finally run out," said Dante, sounding a lot more cheery than remorseful.

"Seriously?! Ah thought you guys were pardners," snapped Applejack.

"I thought humans were more loyal to their own kind," said Llyra bitterly.

"You could have gone back and helped him!" snapped Twilight.‏

"I have my reasons. This is the closest I'll get to revenge. You should ask him how he met my older brother," said Dante darkly, the door finally opening and the group heading in, before Dante turned to see Matt running down the ramp. "Dammit...like a damn cockroach," he muttered, considering 'accidentally' shooting him till the others saw him.

‎"It won't be long until those drones find us. We need a way out of this city," said Llyra.‏

Matt finished running up at that. "Not...with that guy...outside. He’s not a normal toaster," he said, panting, his wristcomp lighting up to say in Serina’s voice "Indeed...these 'Vehicons' are not the regular Cybertronians we know."‏

"Well does this place have a sewer or something we can crawl into?" asked Dante.‏

"We should get inside first,” snapped Llyra, walking into the bunker.

Spy Streak’s voice was heard at the top of the ramp, “Come out, come out wherever you are."‏

‎"Uh, Twilight, you figured out how to transform yet?" asked Applejack.

"I can do that?" asked Twilight.

"Pretty sure, and maybe yer robot form might have some kinda weapon or somethin'," said Applejack.‏

"I don’t know," admitted Twilight sadly.

Matt petted her on the back. “Hey, you'll get it. Let’s get inside," he said, the group heading inside, Dante’s mech stomping in over their heads, only for the hatch to slam shut behind them.

"Uh, this was a trap, wasn't it?" asked Applejack.

"Merely a way to get you out of the way," said a voice from nowhere.‏

Dante turned his mech to the voice. "Ok, come out very slowly or you go splat," he commanded.

"There is no need for hostilities. Your part of the battle is over. Allow me to do my part," said the voice.‏

"Then come on out," called Matt, wishing he had something other than a pulse laser pistol.

"In a few moments. Until then, watch the show," said the voice before several monitors lit up.‏


Spy Streak glared at the sealed door as his team landed. "You two, open that slagging hatch," he commanded, the two drones parching forward, only for two cannons to fold out and vaporize them.

"This is private property, Cybertronian. Go away," a voice said calmly.

"Who's gonna make us?" snapped Spy Streak.‏

"Well, my hungry little friends might. Snapper, could you and your friends kindly eat these little pains?" said the voice, several hatches in the walls and floor opening to let out dozens of small shark-like robots swarmed out, lunging at the drones and Spy Streak even as he fired at them.

Spy Streak quickly took to the air before the shark bots could reach him, which was fortunate for him as the drones were getting chewed down to the endoskeleton.‏ "Hmm...I guess I try again later,” he muttered, changing back to his aircraft mode and flying off.‏


The group watched in mixed fascination and horror as the piranha-like bots chowed down on the drones. "Impressive, aren’t they? Perfect for dealing with unwanted Cybertronians. You’re lucky I hacked your communications and ascertained your loyalties first," said the voice calmly.‏

"Who are you then?" demanded Llyra, "I don't recall any city being placed in this area."‏

"City? Oh, I only found this place. Made a deal with its...owner. I assure you, you’re safe. I’m sure they are very sorry that their defense drones mistook you for hostiles," said the voice, a shape seen floating forward in the dark.

"You still haven't answered my question," said Llyra.‏

"Names are a necessary secret in my trade," said the figure as he floated into the light, revealing itself to be a humanoid dressed in red robes that concealed all but his eyes, "You may refer to me as the Red Wizard."‏

"Do we need to follow a yellow brick road? Dante's in need of a heart," said Matt childishly.

"And you're in desperate need of some brains," retorted Dante.‏

"Please, please, humans…I assume you are humans," said the wizard calmly.

"They are humans," said Llyra dismissively, "I'm not quite certain what their friends are."‏

"Cybertronians, unknown configuration, the purple one is still in the protoform stage," said the Red Wizard calmly.

"I know that, I just don't know which faction they're from," said Llyra.‏

"They're not from any faction, you fool. No insignia," said the thing darkly before his happy tone returned.‏

"And what's a 'wizard' doing on a sci-fi world like this?" asked Dante suspiciously.‏

"My technology would look like magic to you," said the wizard loftily.

"Not that we've seen any technology that could be mistaken for magic," said Matt.‏

"Oh...you have no idea, human," said the wizard before Twilight came up.

"It’s a pleasure to meet a fellow magic user,"‏ she said.

"It is indeed," said the wizard, "Though it seems you have trouble accessing your magic at the moment."‏

"Yes...my horn and wings are missing," said Twilight sadly.

"I wouldn't say 'missing' so much as 'hidden'," said the wizard, "Perhaps I can help you with finding them."‏

"You can? You know what happened to us?" said Twilight.

"I have a theory regarding what has caused you to be transferred into these robotic bodies, assuming your brains were not transferred," said the Red Wizard.‏

"Not an organic component in them," said Karnak‏.

The ponies looked discomforted by that remark, but the Red Wizard paid them no mind. "I thought not, but I do detect that they both have magic in them, I'm assume the two of you were magicians beforehand," he said.‏

"Twi was," said Applejack before Twilight nodded and said "I was an alicorn. Applejack’s an earth pony. Their magic comes from the earth."‏

"Ah, magical creatures, that would certainly explain it," said the Red Wizard before turning to Twilight, "You have read how magical creatures may be confined within crystals, correct?"‏

Matt made a coughing noise at that. "That’s classified," he snapped.

"It's advanced magic, something I would expect a mundane such as yourself to know about," said the Red Wizard dismissively.‏

Matt sighed "Crystals can be used in all kinds of magical systems, from medipacks, mana batteries, lights and even crude stasis..." he said before seeing everyone’s expressions. "What?" he said accusingly.

The Red Wizard raised an eyebrow before saying, "My theory is that Twilight and her friend have been trapped within crystals which are being used to power these protoforms."‏

“Any ideas where they are?" said Dante‏.

"I would expect it to be in the spark chamber, which is typically in the robot mode's chest," said the Red Wizard.‏

"Kinda small for that," said Matt.

Serina agreed with, "He’s right. Could it be done remotely? The person we think is responsible is a Cybertronian. That means little to no magic."‏

"Perhaps, it may take some time to verify," said the Red Wizard, "But you are all weary from your long journey. Allow me to offer you sanctuary for the night."‏

"As long as there's alcohol. I'm sick of ration water," said Dante sourly.

"I'm certain my magic can provide," said the Red Wizard.‏


And provide he apparently did, the food and drink provided looking like it had come fresh from earth, the girls getting a glowing blue fluid.
"Is this energon?" asked Applejack, "I thought it was pink."

"There are several ways of preparing it as well as several varieties," said the Red Wizard, "By Cybertronian tastes, these will be quite satisfying."‏

Twilight and Applejack looked at it, looking skeptical before Twilight took the first sip...and began to twitch. "Oh, right, Ah gotta mighty wound up the first time Ah tasted energon," said Applejack, "Ya'll might wanna stand back."‏

The wizard looked confused before being sent spinning like a top as Twilight shot off, screaming something incoherent about books. "You owe me a credit, Dante," said Matt cheerfully.

"Wonder how long it'll take her to go through the library?" wondered Applejack.‏

"With a machine’s speed reading...10 minutes, tops." said Matt, not looking up from his breakfast, slamming his knife into the table when Dante tried to nick some bacon, landing it between Dante’s fingers before he gave Dante a cold look. “Mine!" he snapped causing Dante to jump back.

A few seconds later, there was a scream of frustration. "Oh, right, she doesn't have a horn right now so she can't use her telekinesis," said Applejack as she stood up and started off in the direction of that scream.‏


After Twilight had come off her energon buzz, the duo had decided to explore some of the wizard’s facility. More of the shark bots could be seen waddling around, a few giving them hungry looks, though apparently they were under orders to leave the group alone as they restrained themselves.

"I just wish I can figure out how to transform," said Twilight, "I just feel so useless with a horn or wings. Uh, no offense, Applejack."‏

"None taken," said Applejack, looking around before saying, "Does something...seem off about that wizard fella?"‏

"Well, kinda, but Nebulon wizards probably act a lot different from unicorn wizards," said Twilight.

"Ah'm not so sure he's a Nebulon," said Applejack, "He seems ta cover himself up a bit too much. Something about this don’t feel right. He reminded me too much of that Soundwave guy or the Flim Flam brothers."

"What would he have to gain from tricking us?" asked Twilight.‏

"Ah don't know. That there's worryin' enough," said Applejack thoughtfully before the two turned to see a heavy-looking blast door with the most guards so far. "Lot of guards for somebody who lives alone," said Applejack.‏

One of the guard shark bots immediately turned into a humanoid bot, glaring. “You...little pony bots...get lost. This...off limits,” it snarled.

"Why's that?" asked Applejack.‏

"Not pony bots’ business. Master...he say nobot but him allowed...and to eat anybot else who try to get in," snarled the shark bot‏.
"Uh, ok then," said Twilight, backing up.‏

The bot growled until it was out of the girls’ sight. "Ok...now there is definitely something up," said Applejack darkly.

"Yeah, I think so, but how are we supposed to get pass them? Those bots look too tough for you to take," said Twilight.

"Too tough for me ta take by myself, maybe," said Applejack, "But Ah bet that yer robot mode can even the odds."‏

"But I don’t have one yet," said Twilight, sadly.

"Course ya do, Ah had one before my upgrade whatever it was," said Applejack, "Course, Soundwave activated it for me, maybe the Red Wizard can activate yours."‏

"I did find one thing in the library," said Twilight, saying, "It spoke about something called the Quintessons."‏

"What's that?" asked Applejack.

"Some type of robotic aliens that have a really bad reputation for lying, tricking, and selling out other races," said Twilight.

"Ok, but what does that hafta do with this?" asked Applejack. "It mentioned that the Quintessons used Sharkticons to do most of their dirty work," said Twilight.‏

The two paused as the universe poked them. "You mean...like them there shark bots?" said Applejack faintly.

"Yeah...like us,” said a growly voice from the doorway. The ponies leaped backwards with a yelp.

"Master say you not allowed to know who he is...master say to eat anyone who know...Snapper happy you know...because Snapper is HUNGRY!" snapped the bot, turning into his Sharkticon form and lunging at them.

The girls screamed before Applejack spun around and kicked the Sharkticon in its teeth. Snapper yelped at that, falling back before roaring angrily, several smaller Sharkticons running into view, gnashing their teeth.

"Twilight, get on mah back," said Applejack.‏ Twilight did so without a second thought. Applejack quickly started running away from the Sharkticons, her increased size making her faster and easier for her to carry Twilight and her robotic nature made it harder for her to tire. ‏


Meanwhile, Matt and Dante had their own trust issues. "You get the feeling that this is like the gingerbread house in Hansel and Gretel...too good to be true?" Matt muttered.

"Well, I don't think we're being fattened up to be eaten," said Dante.

"The way you're shoveling it down, it might be possible," said Llyra dryly.

"Seriously, he claimed to be a Nebulon. How many people do you know refer to their fellow race by their species?" said Matt.

"And he still hasn't answered where this city came from," said Llyra, "You can't build a city without somebody noticing."‏

"Yeah, I was gonna bring that up next. Serina says there's no join for the buildings. They're part of the road and floor. It’s all one object," said Matt.

"Then maybe this place is actually one big spaceship," said Llyra.

"Bit of an odd shape for a spaceship," said Dante.‏

Karnak spoke up at that. "What about the Corinth V massacre? The forces there spoke about a giant Cybertronian before they went off the air," he said.

"This isn't the same universe as that," pointed out Serina, "Besides, 'giant' is rather relative when it comes to Cybertronians."‏

"So what’s to say there's an upper limit?" said Matt darkly, the three looking around nervously.

"You know, I think I'd like to get some fresh air," said Dante.‏

"Sure...where that toaster is who wasted my mech? We could be Cybertron toe jam together," said Matt sarcastically.

"This place sure has some drones we could 'borrow'," said Llyra.‏

"Crazy Nebulon lady has a point. You'd probably get a medal for bringing back a new type of mech," said Dante cheerfully.

"Those things do have cockpits, right?" asked Matt.‏

"Huh...our Headmaster units are far superior," muttered Llyra before yelping as both Dante and Matt pinned her to the wall.

"Now look here, lady. Me and Dante don’t get on...and it’s only cause you can’t shoot fellow troopers during war that we're not trying to kill each other. So imagine how much of a bitch you need to be to make us agree we need to shoot you," snarled Matt, his eyes glowing faintly.

"Besides, think of it: there's two men to just one woman. The odds are terribly against you," said Dante with a smirk before Matt elbowed him.

"Hey, we are not getting involved in that kind of misconduct," snapped Matt, "Threaten to shoot her, fine, but we're keeping it clean."‏

Llyra glared before Matt continued, "If we had wanted to invade or anything, we'd have come with a full fleet and bombed you into submission from orbit with railguns. We wouldn’t have used disabling ammo instead of lethal."‏

"And while the local Earth is willing to play nice, we aren't from that Earth," said Dante.‏

"We don’t even work in this universe. We work between them," said Matt evilly.

"So I wouldn't push our tolerance if I were you, Llyra," said Dante.

Suddenly the room started shaking, knocking everyone over at that. Several speakers in several rooms cried, "Llyra?"

"Ma'am...have you met this room before?" said Matt shakily.

"No and I don't think I want to get too familiar," said Llyra as she noticed the walls were starting to close in.‏

"Erm...run," said Matt, grabbing Llyra's shoulder and pushing her along.

The trio dashed through the hallways as they started to shift around them. They were so intent on getting out that they nearly ended up being ran over by Applejack.‏

"The walls are alive!" gibbered Matt, running past Applejack‏.

"The walls?" asked Applejack before glancing around, "Oh, yeah, Ah guess they are. Ah thought you were runnin' from the Sharkticons like us."‏

"The shark things want us dead too?" screamed Matt.

"Well, they ain't askin' for a cup of sugar," said Applejack, nodding her head back to the horde of Sharkticons that was chasing after her.‏
Matt and Dante just stared before Dante snapped "What did you do?" before Applejack grabbed them both and they ran for it.‏

"All I did was look up the Quintessons and noticed that they had Sharkticons working for them," said Twilight.‏

"Who the hell are Quintessons?" snapped Matt, firing his blaster at the chasing horde to little effect.

"The five-faced double-dealing scum of the universe," said Llyra.

"That’s nice...and we’re in his house...wait...Dante, why not use your mech and stomp on him?" Matt suggested.

"That's a good idea," said Dante before they turned a corner and paused, "Was a good idea." Dante's mech was currently being devoured by several Sharkticons, which had already ripped through all of the limbs and a good chuck of the torso.‏

Dante's wristcomp lit up as Karnak downloaded. "You think you got it bad? I was the one who got ate," he snapped.

"We're all gonna be eaten and/or crushed if we don't get out of here," snapped Llyra.‏

Matt looked around before Serina said, "Karnak, as much as this nauseates my routines, you probably had to use the systems here to download. You didn’t happen to look at blueprints...like hangers or anything?" she said.

"I did get a few glimpses," said Karnak, "Enough to know which way to go out without getting squished."‏

"Good, lead the way," said Dante, before yelping as the Sharkticons noticed them, one opening its mouth in a snarl to let a chunk of supposedly indestructible armor fall out of it‏.

"Those things only eat metal, right?" asked Matt.

"I'm not willing to see if they want to expand their diet," said Dante.‏ The Sharkticons immediately ran after them.


"The containers you fashioned for those beasts were not that well-designed," said the Red Wizard calmly as he watched the footage, "Well, useful as foot soldiers, but they allow too much freedom for something you don't want wandering off."

"I need not explain my methods to you, Quintesson," snapped a voice from the subspace communicator, "But I need those ponies back."‏

"Well, that all depends how much energon you can provide for me," said the Red Wizard smugly.

"What could a squid like you need with so much energon? I thought you Quintessons could mass-produce it easily," said the voice.‏

"Not since we lost the homeworld." said the Red Wizard angrily, before catching his temper. "Of course you knew that, machine. 100 thousand storage cubes of energon...per protoform," he said icily.

"Even by your warmongering standards, that's highway robbery!" snapped the voice.

"Oh, we’re the warmongers now?" said the Red Wizard, "As I recall, you're the one who's actually attempting to start a war."

"Not even close, twiddle-tentacles. My plans extended far outside of that narrow box you call a mind," said the voice.

"Insults aren't going to lower the price," said the Red Wizard.‏ After a second, he added in an amused tone, "In fact, it’s makes it higher. 150 thousand cubes now...ah, ah, ah...careful with your words or it'll be 200 thousand."

Just then, the room lurched, nearly tossing the wizard out of his seat. "Excuse me a moment," he said before turning towards the other occupant in the room, "Would you please decrease your mass rearrangement? I am trying to have a conversation."

"Llyra is there! Llyra is there!" shouted a robotic voice before the wizard felt the room starting to rise.

"Oh dear," said the wizard in a small voice before turning back to his 'customer'. "I'll call you back," he said before hitting the wall, "Don’t you dare do a full transition, you robotic moron..."‏

Immediately, a clamp extended out of the wall and seized the wizard in a vicelike grip.‏ "If that’s ok with you,” rasped the wizard, making a squeaky noise as the claw squeezed him.‏


The group soon found themselves running up an increasing incline as the hallway seemed to lift itself up.‏

"We're inside one! The damn city’s a bloody toaster!” yelled Dante as they continued to run.

"And I think I know which one," said Llyra grimly.

"Tell us when we're not about to be squeezed between its joints," said Matt.‏

"Turn left,” said Karnak, the group turning to find themselves back in the entryway.

"Are you kidding me? You lead us in a big circle?!" snapped Matt.‏

"The armory’s on the other side of this complex. At the rate of change, we'd be dead half way back..." snapped Karnak before Applejack snapped "Let’s just get our tails outta here."‏

The group hurried for the door which was just starting to shut. The group ran out of the hole, Applejack the last out just in time. "Now where?" snapped Matt.

"There!" shouted Llyra, pointed at a tank drone that had apparently fallen off of the shifting city and landed on its back.‏

"You mean, at the drone that'd gonna shoot at us?" snapped Dante as they ran over to it.

"Allow me a moment to take control," said Serina.

"Why should you get to drive the tank? I should get the tank!" snapped Karnak.‏

"Shut up and let the lady drive it!" snapped Matt, the ground outside also moving. Applejack placed her rear legs against the tank and pushed hard until it flipped onto its right side.‏

"Erm...sharks...SHARKS!" snapped Matt, pointing at the swarm of Sharkticons coming out before he jumped, partially not on purpose as one of the 'buildings' extended claws and slammed down on them.

"Get over here!" snapped Llyra as the tank drone started up.‏

Matt wasted no time jumping in at the drone began to roll away. Matt looked back to see the city pushing itself up, its buildings having formed into legs and arms ending in giant pincers forming out of its underside.‏ "Bug...big robot bug!" he yelped.

Matt was proven half-right when the city stood up as a humanoid robot, though its claws were still unchanged and an insectoid helmet could be seen on top. Then a humanoid face pushed up into the helmet and it bellowed, "LLYRA!!!"

Llyra paled and said, "It can't be. It's Scorponok, the Decepticon leader of the Headmasters, but I thought he died centuries ago."‏

"Great, step on the gas. I don’t want to meet him," snapped Dante.

"LLYRA!!!" bellowed Scorponok as it started tearing up the rocks around him, apparently looking for them.‏

Matt earn an award in Dante’s eyes by that by stamping on Llyra’s foot over what turned out to be the accelerator sensor. "Where is that space bridge? I'd really like to get off this planet now!" yelped Matt.‏

"The space bridge is close to our capital, which you would know if you knew anything," snapped Llyra as they drove along.

"THEN WHY DID YOU LET US DRIVE OUT HERE IN THE MIDDLE OF NO MAN'S LAND?!" snapped Matt.‏

"You never asked." said Llyra smugly

Matt's eye twitched madly as he said in a strained voice, "I try...very hard...to not hit a girl...even when she deserves it...BUT STRANGLING DOESN'T COUNT AS HITTING!" With that, he lunged as Llyra to try and wrap his fingers around his neck and it took considerable effort from the others to keep him from succeeding.‏

Line break

After about half an hour of driving, most of that spent with Matt tied up in the back, things started to become tense. "Ok, which way’s your damn city or nearest base? I’ll take a few hours in lockup over a giant robo insect," snapped Dante.

"A few hours? With the charges against you, you'll be looking at a life sentence," said Llyra.

"Us? Nah. We'll bust out once we've gotten our strength back and figured the best way off this tourist deathtrap. Naturally, I'd be the first one out." There was angered muffled protesting from the back.‏

"Matt says he’d break out first," said Serina's voice before the drone beeped, the drone detecting something.

"Oh look, we've got a pit stop coming up," said Dante.

"But we're still in the Forbidden Zone. There should be anything else out here," said Llyra.

"Well, Bug City wasn't supposed to be where it was. Obviously your maps are really outdated," said Dante.

"Urgh...it’s better than nothing," sighed Matt, from where he was tied up, Llyra nodding “Your crazy friend is right."‏

A little further along, they came upon the place, which looked like an advanced military base that looked like it had fallen into some disrepair.‏
"If this is another damn giant toaster..." muttered Dante.‏

"Then I suggest we keep very quiet so we don't wake it up," said Twilight.‏

"We should be careful. If he is still here, his allies may be too," said Llyra, before Dante snapped “Ok, enough cloaks and daggers, how do you know the giant robot of death?"‏

"Like I said, Scorponok was the leader of the Decepticon Headmasters. I assume you have no idea what a Headmaster is," said Llyra.‏

"Leads a school?" tried Matt.‏

Llyra rolled her eyes and said, "Binary bonding was invented here, which allows a Transformer to be bonded to a smaller being, typically a surgically-enhanced Nebulon, to increase its power. In the case of Headmasters, the Nebulons who they bonded with transformed into their heads, which increased the computing capabilities of the Transformer."‏

"That’s...really, really creepy," said Matt after a minute, the others nodding.

"Fortunately, the practice has stopped since then," said Llyra, "But of more relevance is that Scorponok is also a Headmaster and the Nebulon he bonded with was the warlord Zarak, who happened to be the father of the ancestor I'm named after."‏

“So your father was a-" began Matt before Dante crushed his mouth shut.

"Matt, shut it," he said.

"My great-great-great-great-grandfather, thank you very much," snapped Llyra, "My ancestor Llyra helped rebuild Nebulon enough for her to clear the family name centuries ago."‏

"I bet she wasn't xenophobic," muttered Matt as the base came into view.

"Matt, you're just diggin' yourself in deeper," said Applejack bluntly.‏

"I don’t care. She blew up my ship and my mech got blown up," said Matt sourly.

"He's not going to give up his grudge so easily," said Serina, "The last person who scratched his actual ship's paintwork got twisted into a literal pretzel."

The ponies gave Matt a horrified look. "It was a particularly cheap and rundown repair droid," snapped Matt, "That thing was more useful for spare parts than fixing ships anyways."‏

"Which you then fed to the person responsible bit by bit. He was lucky he was a cyborg,” snapped Serina.

“Oh please, it was ages ago," said Matt, only for Serina to snap “It was Monday."‏

Unsurprisingly, all the girls edged away from Matt at that. "You're quite a lady-killer, Lynch," said Dante teasingly, which just made the girls edge away more.‏

"He's joking. My partner’s insane, not sadistic," said Serina calmly.

"Of course I was joking," said Dante, "He's terrible with women."

"Dante, you make one more crack about that and I'm going to lower myself to your level and start insulting your prowess," snapped Matt.

"Anyone else rather walk the rest of the way than listen to these two?" asked Llyra dryly. The girls each raised a hoof as they entered the base. The inside of the base was full of deactivated mechs, some of them marked with Nebulon defense force markings.

"Wonder if any of the weapons are working?" asked Matt aloud.‏

"Nebulon technology, far superior to your mech," said Llyra loftily.

"You know, the big scary robot is only after you. We could just leave you outside," said Matt meaningfully.

"Urgh...it’s not like you could drive it anyway," snapped Llyra‏.

"Let's go find some energon or something," said Applejack to Twilight.

"No, no energon junkies in this team," snapped Matt.

"Hey, we need to refuel too," said Twilight.

"You had a refuel about an hour ago. Don't tell me you protoforms can't hold a charge," said Matt.‏ Twilight glared at that, Matt rolling his eyes before looking at Llyra, “Pull over, we need a quick drive-thru.”


The base was dustier than Matt would have expected. "It's almost as if this place had been buried for centuries or something," said Matt.

"There's at least some energon in here," said Llyra, "The radiation I'm picking up is too strong to just be residual."‏

"Great...and me without some rad pills," muttered Matt, scanning with Serina’s sensors.

"She’s right. There is alot of energon, too much for even a power plant. I do not like this one bit," she said‏.

"You do know that Energon is harmless to organics, right?" pointed out Llyra, "At least just by itself, being blasted with it is just as dangerous as any other weapon."‏

"Yeah, except we got nanites in our blood," snapped Matt.‏

"So? You think you'll overcharge that easily? This isn't raw energon, it's been refined," said Llyra.‏

"Not taking chances," said Dante simply, checking his own scanner, "You, angry alien lady, where’s the control center for this place? Sooner perimeter guns are online, the sooner we can drop our guard a tad."‏

"It ought to be that way," said Llyra, pointing.‏

"Good, ladies first," said Dante coldly, pointing in that direction.‏

"How gentlecolt like," said Applejack sarcastically as she and Twilight moved forward.‏ Llyra glared as she moved along too.

"Dante, stop antagonizing them," snapped Matt.

"If we never got involved with those horse-bots, we wouldn't be in this mess," snapped Dante, "And the local authority is hardly the welcome I would have wanted from a green-skinned space babe."‏

"Space babe?" snapped Llyra as Matt yelled back “Oh, you’d have left them to that psychopathic robot and his science project?"‏

"Considering their dead weight is going to get us killed, yes," snapped Dante.

"They got us here and I don't know how but they're going to get us back where we came from! So you better watch your tone or I'll-" snapped Matt when suddenly a bunch of sparks leaped from his hand. Matt yelped and patted his hand down as if it'd catch on fire any moment.‏
"The hell was that?" snapped Dante before pointing at Llyra, "See? Nanites plus energon is bad."‏

"I'd put the blame on your bad tempers," said Llyra, "Now let's get those defenses up before Scorponok finds this place."‏

"Like I said, you lot first," snapped Dante‏.


The group proceeded down to where the control center ought to be. As they progressed, Twilight felt a stronger buzz on the spot on her forehead where her horn ought to be.‏

"So...your name’s Twilight? Weird name," said Matt, shining a light down a side tunnel.

"It's not that odd a name back in Equestria, there are a lot of other names there that probably sound stranger to you," said Twilight.

"Your names sound pretty flat compared to them," commented Applejack.‏

‎"Less talking, more walking," snapped Dante.

"Dante means asshole," said Matt childishly.

"Lynch means 'executed without trial'," retorted Dante.‏

Matt glared and said, "Your brother tried that too...didn’t end so well." before regretting it instantly.

"Alright, that does it!" snapped Dante as he went for Matt's throat. Llyra tried to get between them but was pushed aside. Applejack has substantially better luck with keeping Dante at bay, though he was hard to hang onto.‏

Luckily, the translator systems in the two pony’s heads wasn’t fully online yet and as such filtered out the various swearwords aimed at Matt, though it did translate 'murderer'‏.

"Enough, fighting among ourselves is not going to get us anywhere!" called Twilight.

"Who died and named you queen?" snapped Dante.

"She ain't a queen, she's a princess," said Applejack.‏

"Doesn’t make a difference. You mention my brother again, Lynch and I'll cut your fucking head off," Dante snapped, an ion blade igniting as emphasis.

"Fine, siblings are off limits," said Matt with a glare that made it clear that rule applied to Dante as well.‏

"Fine," snapped Dante before both the mercs looked confused as Twilight said 'Pinkie promise?'‏

The two mercs gave Twilight an incredulous look. "You can't be serious," said Matt.

"There's no promise more serious than a Pinkie promise," said Applejack.

"Oh please, you don't even have pinkies," said Dante as he wiggled his little finger at them.‏

"Not that. It’s a promise our friend Pinkie Pie came up with," said Twilight.

Matt said, “You have a friend named Pinkie Pie...what makes her promises so sealing?"

"Trust me, you don't not wanna find out," said Applejack, "Nothing makes her madder than when a pony looks like they're breaking a Pinkie promise."‏

Dante smirked. "Oh, I’m soooo scared," before everyone jumped as a roll of thunder was heard overhead. "Coincidence," he said, though he sounded unconvinced.

"Are we close to that doohickey ya'll are after?" asked Applejack.‏

"It should be just in here," said Llyra, entering a passcode on a door.‏

The door opened up into a large room in which what looked like a huge supercomputer sat in the middle of. Despite it being the obvious nerve center of this facility, there didn't seem to any accessible control panels on it.‏

"Ok, this is not a control room, it’s a CPU!" snapped Matt, kicking the computer.‏

"Go away," said the computer in a deep gloomy voice. The words didn't have the usual command that meant that intruders were forbidden to be in this place, but the morose tone of someone who just wanted to be left alone.‏

Matt and Dante looked at one another. "AI?" mouthed Dante before Matt tapped on it again.

"Wakey-wakey...wake up or...I got nothing," said Matt.

"Go away," repeated the computer.‏

"Not till you turn the perimeter defenses back on," snapped Matt, kicking it again‏.

A corner of the computer partially separated from the rest of it and unfolded into an arm which reached out and brushed Matt away from it. "Leave me alone," said the computer as the arm folded back in.

Dante immediately took aim. "That’s a damn Cybertronian...wait...what kinda sissy tin can has a computer for a disguise mode?" he said.

"The kind that doesn't like to fight," retorted the computer.‏

"Well, tough. A giant robot scorpion’s on its way here, so fighting’s coming to you," snapped Matt.‏

"Scorponok is awake?" asked the computer.

"Yeah, he's got something called a Quintesson workin' for him," said Applejack.‏

"Those slag heaps?" snapped the computer.

"Just one, I think," said Applejack.

The computer let out a sigh and said, "I suppose I ought to get the defenses up. Scorponok does not give up easily."‏

"Oh, would you? That'd be soooo lovely," said Matt sarcastically.

Just then, the whole room shook and knocked nearly everything off their feet. A few holographic display screens appeared, showing the facility from various angles and how it was now moving around and folding.‏ "It’s another one!" yelped Dante‏.

"Don't worry, this one is more likely to be friendly," said Llyra who had walked around the computer and found a red insignia on one side.‏

"Yeah, that’s what they all say then a dragon kicks you off a cliff," snapped Matt hysterically.

"You have dragons here?" asked Twilight.

"How should I know?! It's not my planet!" snapped Matt.‏

"ENOUGH! Tin can, you see that scorpion git, you blast it!" snapped Dante rudely.

"If I must," said the computer dourly.‏

Twilight sighed, "You know, you could be a bit nicer to each other." only for Dante to snap “Sure...be nice to the insane robots massacring our frontier colonies."‏

"Kinda hard to trust someone who won't show his face," said Matt, "How comes...whoever this guy is doesn't transform?"

"Because I can't transform and I don't have a face to show even if I could," said the computer.

"Why's that?" asked Applejack.

"Because I don't have a head," said the computer.‏

Matt and Dante paused at that, Dante saying weakly, "Yeah, that’s a good reason...wait, how are you talking then?"‏

"Computers don't need heads to talk," said Llyra.

"He can't always have been headless, can he?" asked Applejack.

"I had a head once, but my partner left me long ago," said the computer.‏

"Fine, so you’re not gonna fight, do you have any weapons we could use?" asked Matt.

"You can find the armory here," said the computer as a holomap of the rearranged facility appeared, one room highlighted to indicate where to go.‏

"Good enough. Dante, let’s go find a giant space gun and shove it down a giant robot scorpion’s throat," snapped Matt.

"I think I'll stay here," said Twilight, "There's a lot we could learn from our host."‏

"Knock yourself out. Applejack, blast anything shark-shaped that comes through the door,” said Matt.

"Can do," said Applejack before shifting to robot form.

Twilight sighed at that. "I wish I knew how to do that. Without my horn I can’t do much."

"I might be able to help with that," said the computer.

"But you can't transform either," said Applejack.

"Not by myself, but I think I can activate your dormant transformation cog," said the computer. Twilight shuddered at the thought of having a cog before seeing a cable snaking out of the computer. "Now don't fuss and this shouldn't hurt a bit," said the computer alarmingly. Twilight gulped before the cable shot into her neck and her eyes shot wide.

To Applejack, it was if someone had just used Twilight's own memory spell on her as various images flashed in her eyes, only they were images of various robots. Eventually, an image of Twilight's current pony form appeared as a 3D schematic before a robot form like Applejack's initial one appeared. Right after that, Twilight's body unfolded, back legs extending, front legs becoming arms, the front half of her head flipping down to cover her chest. The only big differences between Twilight's protoform mode and Applejack's besides the colors was the small wand-like blaster extending from her forehead and the small jetpack on her back.

"Upload complete," said the computer calmly.

Twilight flexed her servos experimentally before walking around a bit. "Well, this isn't that different from when I went to the human world," said Twilight.

"Oh, you've been to that dump?" said the computer.

"I don't think it was a dump," said Twilight, "It was a fun and exciting place."

"I can barely remember what 'fun' is," said the computer gloomily.

"Too bad Pinkie ain't here," said Applejack.

Twilight looked over at the computer at that, nodding. “You’re right, it is a shame. What’s your name?" she said, aiming the last question at the computer.

"I am Cerebros," said the computer.

"Interesting, I bet you're really smart," said Twilight.

"Well, I have had several centuries to read all of Nebulos's literature and learn as much of its science as I am able. And I was quite a scholar on Cybertron before the Great War," said Cerebros, a bit of pride entering his tone.

"Oh, a fellow librarian," said Twilight happily.

"I suppose that's one way to describe me," said Cerebros, "I'm not Orion Pax, but I thought I was good at my job."

"Oh, I wish I had a chance to show you Ponyville Library...or the royal library at Canterlot," said Twilight cheerfully.

"There is much I could tell you about Cybertron and Nebulos, literally vorns of information. Though perhaps we could attempt something more direct," said Cerebros as the wire extended again.

Twilight paused at that. The first time had been a little unpleasant. "It's a simple data exchange," said Cerebros, "You won't feel anything unpleasant." Twilight paused before letting the cable forward.

Twilight's eyes flashed as her mind was suddenly sucked into another time and place.


Twilight could see a pair of Nebulons alone on a balcony that had a great view of the city below them. The woman was wearing a purple outfit that revealed quite a bit of her green skin, though her blonde hair and face were almost perfectly identical to Llyra’s. The man was wearing a grey robotic armor that reminded Twilight a lot of the Cybertronians she had seen.

“Galen, why must you keep fighting?” asked the woman, “The Autobots’ war is not our concern.”

“Llyra, the Decepticons aren’t going to stop until they’ve got all the energy reserves of Nebulos,” said Galen, “As long as the Decepticons are here, we have to keep fighting.”

“Galen, we are a people of peace. We have no business being involved in war,” said Llyra.

“Peace has to be defended, Llyra,” said Galen, “Do you think Scorponok and his soldiers are going to leave us along just because we say we don’t want to fight? I don’t want to fight any more than you do, but refusing to fight is not an option, not if we want to keep our freedom.”

“I’m finding that hard to believe,” said Llyra, “I’m starting to think you enjoy your violence. That you want to be a machine for war.”

“That’s not true,” said Galen, “I’m not some power-hungry warmonger like your father-”

“My father is not a warmonger!” snapped Llyra.

“I’m certain he’s involved with the Decepticons,” said Galen, “There are rumors he’s binary bonded to Scorponok himself.”

“I am not going to stand here and listen to you make false accusations against my father!” snapped Llyra, “If your Autobots mean so much more to you than me, than go to them. Nebulos won’t tolerate them for long so you better be ready to leave with them.” With that, she stormed back inside.

“Llyra, wait!” called Galen. That was Twilight felt a mental jolt as the vision suddenly ended.


She was dragged out to reality to see Dante aiming a rifle at the computer. "You ok?" asked Matt, concerned.

"Just fine," said Twilight, "A little overwhelmed with new knowledge, but fine."

"Fine, we’re getting out of here. There's a ship and some mech suits. Our AI's are setting them up," said Dante.

"You think we could outrun Scorponok with those?" asked Applejack.

"I hope so. We need to get off world as soon as possible," said Matt.

"Scorponok won't give up so easily," said Llyra grimly, "He is capable of flight after all."

"So long as we can get in the air before him," said Dante.

Matt nodded before his wristcomp beeped. "Oh, well done, Dante, you just jinxed us. Class 12 magi field just ignited in the upper atmosphere," he said.

"If it's magic, I can dispel it," said Twilight.

"Uh, Twi, you don't even have a real horn anymore," said Applejack.

"She has a point. We need to cut its source off," said Matt.

"You have a more peaceful alternative available," said a familiar voice out of nowhere before a transparent image of the Red Wizard appeared.

Matt and Dante span at that, their rifles out and for the first time, the girls saw the sort of firepower the mercs had as several blue lit rounds tore the heavy paneling around the Red Wizard to shreds.

"Good shot, you've successfully took out a wall," said the wizard sarcastically. He turned at that to see the hole that they’d made. "Impressively though," he admitted before saying, "As I said, there is a peaceful solution."

"And what would that be?" asked Llyra dryly, "I surrendering myself?"

"That is what Scorponok would want, but I, Mara-Al-Ultha, want something of greater value: the source of the powerful magic I sensed in your protoform friend," said the wizard.

"Sorry, nobody gets the robot ponies," said Matt coldly.

"Oh, I think you should reconsider," said Mara, "Your position might have fortification, but I have more manpower and I will be breaking through eventually."

Matt glared. "No deal, smeghead," he snapped.

"I would not be so hasty to throw my offer away," said Mara, "Even if you manage to stave off my Sharkticons, there is no food and water within your facility. You will not last three days. Surrender is simply your best option."

"And, if we do give her over, what'll you do?" asked Matt coldly.

"Let you go," said Mara, "Despite what you might have read about my race, I am a Quintesson of my word."

"And our friend?" said Matt.

"I might have a spare protoform lying around somewhere. I'll transfer her spark over to it," said Mara.

Twilight and Applejack looked confused at that, though Cerebros seemed angry. “You can’t just swap a spark out like a power cell," it snapped.

"You need to get with the times. Technology has progressed quite substantially since you were last active, antique," said Mara smugly.

"I won’t allow it. It'd be like telling some organic you could swap their soul out," snapped Cerebros.

"Oh, I can do that. Though there is not much to be gained from it," said Mara casually.

"No deal, bugger off!" snapped Matt.

"You'll come around eventually, when you're half-desiccated," said Mara before his image disappeared.

"Hate to say it but the floating head has a point. Our rations will last a few days at most then we're in trouble," said Dante

"There has to be something in this base that can fight Scorponok on equal terms," said Llyra.

"Yeah, the base itself," said Matt, "Hey, MCP, how about transforming into robot mode."

"His name is Cerebros and he can't transform without a head," said Twilight.

"Great, Serina, have you got Plan B online yet?" snapped Matt.

"Those protoforms shouldn't be used to house your AIs," protested Cerebros.

"Protoforms? Those were exosuits," said Llyra, "You do remember that have exosuits in storage, right?"

"It's been a very long time since I looked at my storage," said Cerebros defensively.

"Doesn't matter, they'll give us half a chance to get out and, I hate to say this, to Miss Grouchy's people and a ship," said Matt, pointing at Llyra.

"Would be a lot easier if the last guy who lived here didn't run off with the computer's head," said Dante.

"What? That's not what happened at all. I simply have had no one to be my binary bond partner for centuries," said Cerebros.

There was an awkward pause before Matt said, "Now, when you say 'partner'..."

"Not that kind of partnership," snapped Llyra, "He's talking about binary bonding, the symbiotic technology that allows Headmasters, Targetmasters, and Powermasters to exist."

"Great...we're in a sentient exosuit with attitude," snapped Dante.

"Well, can't someone just substitute for this guy's noggin so he can fight?" asked Applejack.

"I’m not," said Matt, Dante adding "Not it."

"I don't see why it should be me," said Llyra.

"Why not? It's in your blood since it's your great-granddaddy trying to squash us," said Dante. Llyra span and punched Dante on the jaw at that, causing him to fall back.

"About time someone got around to do it," said Applejack, "I would have done, but I think I could have literally knocked his block off."

"I wouldn’t have minded," said Matt innocently.

"Still, having Llyra be the new Headmaster wouldn't be a bad idea," said Twilight.

"Do even know what you're suggesting? Do you not know what those who become binary bonded sacrifice?" asked Llyra.

"Does it include starving?" said Matt

"My great-great-great grandmother lost her father because of the binary bonding," snapped Llyra.

"Lord Zarak had little interest in her affairs to begin with, excepting who her fiancé was," said Cerebros.

"Why would that matter to him?" snapped Llyra.

"Because that was who Cerebros's original partner was," said Twilight.

"Can we please do something before the land sharks arrive?" snapped Dante, rubbing his jaw.

"Perhaps I can reason with Mara-Al-Utha and Scorponok more," said Twilight.

"There is no reasoning," said Llyra bluntly, "When a Quintesson has made up its mind, it'll carry out and everything it says otherwise is simply a lie. And Scorponok probably isn't even sane enough to reason with after all this time."

"Great...bloody well great," snapped Dante before the room shook.

"What was that?" asked Applejack.

"Does that deserve a verbal answer?" asked Matt rhetorically.

Dante hefted his blaster rifle. "Lynch, get your game on. You thr...four...decide what to do while we go shark hunting and get Plan B working," he snapped.

"Cerebros, where's your spare head?" asked Applejack.

"If you mean the Headmaster armor that forms my head, it is here," said Cerebros as he projected the holomap with a different room highlighted, fortunately not far from the current room.

"We'd better get that head," said Twilight thoughtfully.

"If only to make sure the Sharkticons don't get it," said Llyra.


The Sharkticon squad burst into a corridor, looking around angrily. Their master had been...annoyed at the mercenaries’ attitude. Not to mention the Sharkticons hadn't found anything to eat yet and they were getting very hungry.

"Yoo hoo," said a smartass voice down the corridor, the ‘Cons turning as one to see Matt, waving cheekily. The Sharkticons snarled and charged after Matt, eager to find anything palatable to sink their teeth into.

Snapper, who was leading them, was about to follow before he spotted several discs on the walls. "Wait!" he tried to order before the others had crossed the discs and a lattice of beams sprang up in front of them, slicing them apart as they charged through. Matt smirked and made a rude gesture before running down a side passage.

"Let's make a shortcut," said Snapper before changing to beast mode and taking a large bite out of the wall.

Snapper finally breached a large enough hole to be nose to cannon with Dante’s ion rifle. "Boo," said Dante smugly before emptying the clip The Sharkticons were momentarily shocked by the demise of their leader, but their primary programming was in full gear: devour designated enemies.

This would have been easier had Matt and Dante not had insane senses of humor when it came to booby traps, ranging from anything to more laser net mines to explosives set into the walls that would explode when eaten. The only reason the Sharkticons remained a threat was due to their sheer numbers.


Mara watched annoyed as the two humans cut swathes through his Sharkticons. When faced in equal numbers, their traps and advanced firearms cut them to pieces. When outnumbered the little pests would fade into the shadows, only to strike again later.

"It appears I'll have to send in more advanced troops," said Mara, "Or perhaps I should start thinking outside the box. The two of them are obviously unprepared for sorcerous attacks."

Zarak immediately yelled, "And Llyra? Do I get her? DO I?"

"Scorponok, your behavior has been concernedly unstable as of late," said Mara, "Perhaps it is time to pass on the torch of your Headmaster partner."

"Never! You dare attempt to take my power?" snapped Zarak.

"No, I merely suggest you require...replacement parts," said Mara.

"All I require is my daughter!" snapped Zarak.

"Yes...if anyone can bolster your bond, it is she," said Mara.

"THEN BRING HER TO ME!" yelled Zarak.

"Yes, I believe I have a more direct way of obtaining her," said Mara.


Meanwhile, the trio of girls was trying to get the headmaster room open. "Hurry up, we don’t have all day!" snapped Llyra, looking nervously around as an explosion was heard in the distance.

"This door's rusted shut or something," said Applejack.

"Or maybe Cerebros hasn't been able to open it because he hasn't been able to open himself up to others for a long time," said Twilight.

Llyra rolled her eyes at that. “Oh, stop it with the sappy stuff. This isn’t some holoshow for little girls,” she snapped.

"Cerebros isn't the only one closed off from others," noted Applejack.

"That goes for you too. You think all your problems can be found just by finding some kind of moral and applying it?" snapped Llyra, "Maybe your world has no real dangers, but as you ought to have caught on by now, this world has very real dangers and they don't stop just because you've learned a lesson."

The blastdoor at the far end was crumpled up in the jaws of a giant Sharkticon at that, smaller ones swarming in around it. "Like that,” said Llyra in a small voice.

As the Sharkticons started to swarm in, Twilight felt a subtle shift in power in the area. She looked around and noticed a distortion in the air near Llyra. Mara's ghostly shape came into view, reaching for Llyra. Twilight realized what was about to occur: a portal spell. With that, she lunged for Llyra, pushing her aside, only to be grabbed herself.

There was a 'pop' as Twilight and the portal disappeared. "Twilight!" yelled Applejack before turning bucking the nearest Sharkticon through the mouth.

"That is enough!" snapped Cerebros's voice, the walls around the Sharkticons slamming together repeatedly.

"Cerebros, we can't fool around any longer. Open the door so I can get your Headmaster armor," said Llyra.

"I...I can't," said Cerebros, sounding pained, "I can't go through that again."

"Cerebros, I know what is like to feel abandoned, to have an unearned reputation of failure hang over my head. But I've learned I need to put my feelings aside and help those who need my help. Can you do the same?" asked Llyra.

There was a pause before the doors started to slowly grind their way open. The Sharkticons that were still coming though suddenly paused at that.

"Uh, why did they just stop?" asked Applejack.

"As long as we can get the armor back to Cerebros, who cares?" asked Llyra.

"Twi...that varmint got Twi…" said Applejack with a horrified voice.

"He won't have her for long if she's as good as you've been saying she is," said Llyra.

"She's good with magic...but she ain’t got her horn so she can’t do any," said Applejack.

Just then, there was a slight rumble as the room shook. "Uh, that was just Cerebros stretchin' his limbs, right?" asked Applejack.

Just then, a ghostly image of Mara appeared before them. "I am quite pleased that you've reconsidered my generous offer. I assure you your friend shall not suffer the loss of her power core greatly and I shall be keeping to our bargain." There was another rumble at that. "Unfortunately, Scorponok himself has other feelings on the matter, such the desire to crush this facility flat and I'm afraid I am unable to persuade him while he's in this mood. If you want to leave, I suggest you do so now."

Matt’s voice butted in at that. "We interrupt your broadcast to bring you a giant scorpion having its butt kicked."


The new exosuits didn't quite have the weapon option Matt would have wanted, i.e. so heavily loaded that the wrong move could blow up a hill. But at least it had a fast mode of transportation.

As Matt and Dante raced out of the complex towards the giant robot scorpion, Dante said, "You'd think those Cybertronians could at least put jet engines or something on their exosuits."

"Hey, wheels are useful," said Matt.

"Yeah, for drag racing. We're about to fight a scorpion the size of a city," said Dante.

"Yeah, wheels are less cool now," said Matt.

A secondary voice said, "Flight capabilities rebooting."

“Why didn’t anyone tell me this thing was capable of flight?” asked Matt in an annoyed tone.

"If you had allowed me to read you the instruction manual..." started Serina.

"Hey, how about you nag me after we stomp the big bug?" asked Matt.

"Scorpion aren't bugs, they're arachnids," said Serina.

"Since when has the definition of 'bug' excluded arachnids?" snapped Matt. Before Aria could provide a smart-aleck answer, Matt started up the flight mode and took off.

"Dante?" snapped Matt as Dante said "Me and Karnak have everything online. Let’s squash us a bug." his four legged mech shooting forward, peppering the approaching Scorponok.

The gigantic Cybertronian proceeded to move forward, not even noticing their attacks. "Dante, stop shooting. It’s not even working," Matt snapped.

"You gotta better idea?" asked Dante.

"Yeah, go for its eyes or whatever it's using to see," said Matt.

Dante nodded, firing a cluster of missiles that slammed into the Cybertronian’s face...it paused at that before turning to look directly at the two, its eyes flickering through colors.

"Uh, how many different ways can a Cybertronian see?" asked Matt.

"I think it varies by individual, but I think we're only invisible to their target lock, not their actual-" said Serina before Scorponok swiped one of his pincers at them.

"He can see us!" yelped Matt, flying back to avoid another slash.

"But he can't touch us," said Dante as he flew around the city-bot. Scorponok seemed to glare as he slowly turned, before he fired several blasts at Dante. Dante had to do a lot of darting about to avoid being shot down.

"Really? I could have done better than that," said Matt.

"Of course you could, you've got the advanced pilot training!" snapped Dante.

"Ok, let’s see. Serina, scan this thing. I need a weakpoint, an armor gap, an exhaust port, anything," said Matt.

"That might take a while. There's a lot of surface area to scan," said Serina.

"That was on the old mech. See what this thing can do," snapped Matt.

"Scanning..." said Serina before saying, "There is a point of structural weakness that should be more vulnerable to attack."

"Where's that?" asked Matt.

A holographic image of Scorponok's robot mode appeared before Matt before the Decepticon insignia was highlighted and Serina said, "Right here."

Matt stared before saying, "That’s a stupid place to put your weakpoint. Oh well, let’s see how big a bang the missiles make."


Twilight must have been knocked out when she was taken through the portal because the next thing she knew she was in her pony mode and clamped in place inside what she suspected was some sort of magical circle.

"Ah, you're awake," said the Red Wizard’s voice behind her.

Twilight craned her head around to see what she assumed to be the red wizard. Her assumption was made on the face that it has his voice and was wearing his robe, but his body had changed completely to a floating egg-shaped robotic creature with multiple tentacles. "I hope you'll excuse my current appearance. The advanced spells are easier to maintain when I am in my true form," said the Red Wizard.

"Let me go. I don’t have any magic at the moment," Twilight said, trying to move her feet.

"Oh, I wouldn’t bother. Stasis field. Perfect for keeping Cybertronian slaves in check."

"You enslaved Cybertronians?" asked Twilight aghast.

"The Transformers were built to be our slaves," said Mara-Al-Utha, "We created them for civilian and military purposes and they rewarded our generosity in making them by banishing us from our rightful world of Cybertron. But we shall rule again once more and you will provide the power to let me put my claim on it."

"I'm not going to help some slave monger!" snapped Twilight, trying to move her feet again.

"I can help myself to your magic just fine," said Mara, "Your magical power is quite substantial. I cannot wait to add it to my own."

"You're not getting my magic!" snapped Twilight.

"Oh come now. You know this is the nature of power: take or be taken. And with the power I'll be taking from you and Scorponok at my beck and call, this pitiful planet will be a mere stepping stone to reclaiming Cybertron. What else could a Quintesson want more?" asked Mara as he started up his draining spell.

Mara paused as he noticed that the drain was being repelled. "Well, it seems someone has tried in the past...and what’s this? Locked memory files, someone didn’t want your memory at full," he said thoughtfully, checking a scanner as he tried to drain her magic. "Well, nothing a little booster power can't overcome," said Mara as he increased the spell's energy level.

Despite this, Twilight was still able to block him out. "This can't be right. How could your magic be resisting me? Your magic can't be stronger than mine," said Mara.

"Oh yes it is," said Twilight, "Because I have a greater power than you have, one that someone who desires power for power's sake could never understand, the power of friendship."

"Oh please, this isn’t some holoshow," began Mara before noticing a glow from Twilight’s flank, as well as a warning on the stasis field. "What? What's going on here?" demanded Mara as he tried to reestablish the stasis field, only to find that power building up within is reaching critical levels.

He immediately threw up a shield around himself as the generator exploded violently


As Matt and Dante struggled to get close enough to Scorponok to hit his weakspot, the giant suddenly staggered. Large streams of purple light shot out of his eyes, but they didn't look like an attack, more like something was lighting him up from the inside.


As Applejack and Llyra, the latter now wearing the Headmaster armor, were making their way back to Cerebros's room, they were having trouble getting through the Sharkticon horde until they suddenly all staggered as if someone had hit the off switch on them. "Llyra, quickly, the time to act is now," called Cerebros.


Dante and Matt fired several rockets into Scorponok. "Oi, bug brain, you a little cooked!" taunted Matt.

"I have more than enough power to crush you!" shouted Scorponok as he fired at them.


Mara looked up from the wreckage of his workroom. Whatever that little pony had done to the place she was going to regret it. He'll tear her apart with his bare tentacles for-

He froze when he saw that Twilight was definitely not a 'little' pony anymore. Instead, she was about the size of a draft horse and considerably more robotic-looking now, with her horn and wings returned in metalized form. But that wasn't all as her upper torso and front legs were encased in red armor while her lower torso and hind legs were encased in blue armor as well as a blue helmet that made her resemble that most troublesome of the Autobots.

"You’re not going to hurt me or my friends. Call off Scorponok," commanded Twilight.

"Scorponok cannot be stopped that easily," gloated Mara.


"Ok, let's give this guy some heartburn, or sparkburn, whatever," said Matt as he and Dante got within Scorponok's reach. The two of them launched their missiles straight at Scorponok's insignia.

Scorponok roared in pain as the missiles struck home, before he froze in mid pose. Matt hovered in close to see each of his eyes had turned blue, writing too small to be read visible.

"Think that got him?" asked Dante.

"No, he's just bugged up, but I bet another missile salvo will make his day worse," said Matt.

"All missiles depleted," said Serina calmly, Karnak saying “All missile pods dry and on reload cycle."

"Smeg, those other guys better have some other way to finish Scorponok off," said Matt.


The ruined workroom shook again and Mara was knocked over by a piece of debris. "What was that?" he demanded.

"My cue to get out of here," said Twilight before a mouth plate covered her face and the turbines in her wings popped out. She caught one between her front legs and the other between her rear legs as they folded up close to her body. Her wings covered most of her body like a protective shell which made her look like an odd mix of pony, motorcycle, and trailer truck which soon drove out at a pretty high speed.

"This is too much," groaned Mara wearily.


Llyra and Applejack finally reached Cerebros's room. "Llyra, we must combine now," said Cerebros.

"Right," said Llyra before she started curling up, her armor forming into a robot's head. As this was happening, the huge supercomputer was unfolding into a headless robot form which picked up the Headmaster armor and put it on top of its shoulders.

The robot, now with a head, staggered back and forth a little, Applejack finally saying, “Erm...you ok there, sugar?"

"The joining of our minds is...disorienting," said Cerebros, his voice now mixed with Llyra's, "Just give us a moment and we shall be able to get this base's true power unlocked."

"Y'all better hurry. Ah don’t think those mercenary types can keep that big bug occupied forever," said Applejack.

"Indeed, Applejack, I must ask that you step outside. I do not wish to accidentally crush you between my shifting parts," said Cerebros.

Applejack seemed confused before a part of the ceiling sealed down, causing her to jump back. "Uh, right, Ah think Ah could use some fresh air," said Applejack before heading for the exit.


Matt flew his mech overhead, seeing the fort below seeming to shift, tearing is foundations free. "Huh, there's something you don't see every day," said Matt.

"It's about time," snapped Dante, "How long does it take that computer to get its act together?"

Serina however said, "Erm, Karnak, the big scorpion’s booting back up."

"Yeah, and that fort better be done with...what the heck is that?" asked Dante as they noticed something flying out of the small hole they punched in Scorponok's chest. It looked like some sort of aircraft of a very unusual design. But as it got close to them, its wings fully unfolded and its legs flipped out to reveal a larger robotic version of Twilight.

"Oh look, she fixed herself," said Matt cheerfully.

"Whoop-dee-doo," said Dante dryly.

"Hey guys, check it out. I think I've unlocked this body's hidden powers," said Twilight.

"Great, that comes with a robot mode?" asked Karnak just as dryly.

"Just a second. Twilight Sparkle, maximize," said Twilight. Her rear legs rotated at the knee before extending and robot feet coming out of hooves. Her front legs simply had her robot hands pop out of her hooves before the shoulders unclipped from the body. Twilight's head mostly split down the middle before the halves attached themselves to her torso as her shoulders reattached. Twilight's new head still had her hair and horn, but now she had a more humanoid face that was mostly covered up by her mouth plate.

"I guess so," said Matt sarcastically.

"Great, does that mode come with weapons?" asked Serina a bit more sincerely.

"Weapons, uh, I'm not sure what-" started Twilight before all three of them were swiped at by Scorponok's claw.

"CHECK FOR DAMN WEAPONS!" yelled Matt, firing a hail of lasers at Scorponok.

However, Twilight was sent tumbling out of the air, not sure how to get her new wings working again. But then her fall was stopped as she landed in a gigantic outstretched hand. She was lifted up to an enormous robotic face as a deep voice boomed, "Fortress Maximus heeds the call of the new Prime."

"Fantastic, squish the scorpion!" yelled Matt.

"Fortress Maximus, today I shall reduce you to scrap like I should have done centuries ago," said Scorponok before punching his giant opponent.

The others backed off at that, knowing that it would take just one stray punch to take them all down. "We find the wizard, then we go inquisition on his butt," snapped Dante.

"He's still inside Scorponok," said Twilight.

Matt turned before seeing the hole Twilight had made. "Serina, toss me in," he said, readying his blaster.

"Are you certain about that? You have no ready defense against magi energy," said Serina.

"Spent 3 weeks as a dragon, I have experience. Don’t let em get eye contact and don’t let em hit you with a fireball," said Matt.

"Say what?" asked Twilight before she heard a familiar voice screaming.

"Oh no, Applejack!" yelped Twilight before jetting towards where her friend had fallen off of Fort Max's shoulder.

Applejack yelped as she plummeted. Even with her current body she had a feeling she wouldn't like the landing. With a sudden 'clang', she felt herself be caught. She looked up and almost didn't recognize the face she was looking at. "Twilight?" asked Applejack.

"Yeah, I got an upgrade. Now we need to go help Matt," said Twilight before her horn glowed and they both teleported.


Mara glared as he watched the fight. His Sharkticons had scattered everywhere in the chaos and perimeter sensors showed that they had antagonized some local forces if the approaching troops were any indications. "Problem?" said the voice of one of the humans behind him.

“Ah, ah, don’t turn around. Wouldn’t want a mental whammy, makes me wanna blow heads off," said the voice as a click was heard.

"Do you really think that you're a match for me?" asked Mara, "I could turn you into a lizard with a flick of my tentacle."

"I know for a fact a magi attack like that needs a verbal code word or two. Can you speak faster than a plasmite bolt?" said Matt.

"Do you think I can be slain that easily?" asked Mara.

"Well, you wizards tend to be pretty squishy and from what I heard, Quintessons are lousy in fights."

"How dare you? I am far super-" began Mara before a bolt of energy blasted apart the alarm he’d been reaching for.

“Naughty," said Matt cheekily.

"I don't need to rely on Scorponok to destroy an insect like you," said Mara before firing arcane bolts at Matt.

Matt easily sidestepped them, rolling to the side and returning fire, aiming for the blasts to knock Mara over rather than kill. Magic shields sprang up before the blasts could get close to the Quintesson, reflecting them away. Matt just continued firing, aiming around to let the concussive blasts do the damage.

But then a bolt of magic hit Matt's left arm, spreading up before it turned everything from the shoulder down to stone. "What’s wrong? Too cowardly to use proper fighting spells?" taunted Matt

"Oh, I just need to quit moving around long enough to hit you," said Mara as a large ball of energy formed between his tentacles.

Matt shrugged before bringing his stone arm around in a swing that connected it with Mara’s head...at high speed. Matt was pretty thankful his arm was stone then because from the sound of the clang the Quintesson's metal head made, Matt was sure he'd be howling with pain if his arm was still flesh. Mara didn’t seem any better off, his eyes crossed.

"Alright, now I'm gonna-" started Matt before noticing his arm was cracking. To his relief, when the stone fell off, his arm was still under there and unbroken. But then the pain caught up with him.

Mara shook his head at that. "Oh...I’m going to enjoy this," he snapped, readying a blast at the distracted Matt.

Just then, there was a flash of violet light and Twilight and Applejack appeared. "Did we miss the fight?" asked Applejack.

Mara snapped "How dare you attack your master?" sending his blast at them instead.

Twilight quickly put up a shield that neutralized the blast. "You are not our master. You are not anyone's master," said Twilight.

"I created you creatures! I am your MASTER!” roared Mara, readying a much larger blast, adding, "Even this fool of a Headmaster unit knows it.

Just then, a gun unfolded from the wall and pointed at Mara. "What did you just call me?" asked Scorponok's voice.

"He called you an idiot," said Matt innocently.

"Actually, he called him a fool," said Applejack.

"WHAT?" roared Scorponok’s voice.

Just then, the whole room was rocked to one side as Scorponok was knocked backwards. "Perhaps you should focus your attention on your archrival instead of me," said Mara tersely.

"I can multitask," snarled Scorponok, before sending several blasts at Mara.

A large dome shield surrounded Mara to protect him. "Is one petty remark really worth this potentially losing your fight?" snapped Mara.

"I never trusted you completely, Quintesson..." sneered Scorponok, his voice more full of Zarak’s then Scorponok’s.

"Uh, maybe we should just let these two sort out their troubles on their own," said Applejack.

"Oh no, I still have business with you, Autobots," laughed Scorponok, his voice now fully Zarak’s.

"We're not Autobots, whatever those are," said Applejack.

"Actually, it's not a bad thing to be called, though it's still inaccurate and I don't believe Scorponok means it in a friendly-" started Twilight before one of the inner guns nearly shot her head.

"Can you stop talking about friendship for ten minutes and actually do some fighting?" snapped Matt.

Applejack and Twilight nodded at each other and charged at Mara A spell from Mara froze the floor in front of them. While Applejack wasn't able to get across it without slipping, Twilight flew over before shooting a magic beam from her horn at the Quintesson.

Mara yelped, raising several shields, the beam smashing most of them and cracking the last. "Powerful, aren’t you?" he sneered.

"As the Element of Magic, I ought to be," said Twilight.

"That will make taking your power all the sweeter," said Mara before several entangling streams of magic shot from this tentacle tips. Twilight yelped as she flew back to avoid the lunging tendrils. "What’s wrong? Not used to fighting a real battlemage?" sneered Mara.

"I fought Tirek and he was a lot bigger and tougher than you are," said Twilight.

"But could he do this?" asked Mara before creating a barrier around Twilight and just closing it tightly around her. "You see, I've had far more experience dealing with little pests like you," taunted Mara, sending Matt and Applejack flying with a telekinetic spell.

Twilight struggled and tried to teleport out of the barrier, but Mara had apparently made it teleport-proof. But unknown to her, her horn was extending and the end of split in half and folded back reveal what looked like a miniature blaster. "Wait, what is that you have there?" asked Mara before a substantially large magic beam shot out of the horn blaster and through the barrier, shattering it. Mara yelped as he was sent flying back. "No...that’s not possible," he said weakly.

"From what I've seen of Cybertronians, they've very good at adapting," said Twilight as her robot hands retracted and a pair of larger but similarly designed blasters replaced them, "And as you're about to learn about unicorns, we have a lot more magic than you think."

Mara glared before smirking. "And your friends?" he said, readying what Twilight sensed was a death spell.

"You're not going to hurt them or anyone else again," said Twilight before firing from all three blasters.

Mara put up another force field and said, "You're bluffing. You don't have the killer instinct to dispose of me."

A second hail of blasts caused his barriers to crack and causing him a little worry. "Now then, let’s not be hasty, captain, I surrender," he said.

Twilight stopped her barrage and asked, "Do you promise to surrender?"

"Yes, yes, of course," said Mara.

"Twilight, he's lyin'!" snapped Applejack.

Mara glared and readied the blast again only to scream as a shot took one of his tentacles off, Matt, a cold look on his face lowering his weapon. "NSC let us shoot people who fake surrenders," he said coldly.

Twilight glared and blasted at Mara, her three beams going through him without any visible damage. "Ha! I knew you didn't have the spark to finish me off," said Mara, not noticing the portal that was opening behind him.

Matt smirked evilly as the portal opened. "Red Wizard, under article 15-C of the NSC: Lack of an official law enforcement officer, I pass sentence; banishment to a random dimension," he said, Mara looking confused

"You don't have the power to banish me," said Mara.

"Yeah, I don't, but she does," said Matt, pointing a thumb at Twilight.

Mara's eyes went wide, turning around to see the portal. “No! NO! I WON’T ALLOW IT!” he snapped, going hysterical.

"Is it safe to push him in myself?" asked Matt.

"No, it's not," said Twilight.

"Thought I'd ask," said Matt.

Mara glared and tried to lunge at Matt, only for a purple glow to surround him. “Unhand me, slave!" he snapped.

"I am not your slave, not as a Cybertronian and especially not as a pony. And you're going to a place where you can't try to enslave anyone ever again," said Twilight before pushing the Quintesson into the portal.

Matt whistled as the portal closed before hearing a click, "Oh yeah, that guy."

"Hmm...it seems I have you to thank for crushing the annoying Quintesson," sneered Zarak’s voice.

"Well, I actually just banished him," said Twilight.

"Where to?" asked Matt innocently.


When Mara-Al-Utha regained consciousness, he noticed that his power had been drained. "Did that winged unicorn think she could drain me of my power for long?" asked Mara, "I'll get my power back and when I find her again, she'll be screaming for mercy when...wait, something's wrong here." Mara looked around and noticed that everything seemed too colorful and sunny. "Where did she send me?" he asked.

Mara looked around to see dozens of pastel-colored ponies looking at him. Worse, all his magic was gone. One of the ponies, one with no horns or wings and a pink body and lighter pink mane and tail, said, "Hi, I'm Pinkie Pie. Do you want to join our tea party?"

Mara's eye twitched before he screamed, "NOOOOOOOOOOO!!!"

"Ok, maybe some other time," said Pinkie Pie unperturbed.

Author’s note: For those who didn’t guess, Mara-Al-Utha has been banished to the G3 Pony cartoon, shudder in horror.


"That’s just....cruel...I love it," said Matt evilly.

"I just hope he won't do any harm to those poor ponies," said Twilight.

"I don’t think that'll be a problem." said Matt, "Magic’s like batteries: incompatible doesn’t work."

"But he could still be a dangerous being that could learn how to use that world's magic," said Twilight.

"Nah, all that sugar and spice will drive him nuts before too long," said Matt.

"Ahem, are you forgetin' that we're still inside an evil giant robot?" asked Applejack.

"Yes, I would have thought I’d be hard to forget," said Scorponok’s voice in a sarcastic tone.

"Right, we'll just find what makes this guy tick and unplug it," said Matt before a blast nearly hit him.

"There will be no 'unplugging', human," sneered Scorponok.

"Uh, you don't have any real quarrel with us. Why don't we just go?" asked Twilight.

"And have you come back as a later date as another Prime to face me?" sneered Scorponok.

Just then, the room was rocked again as Scorponok was dealt another staggering blow. "Uh, I'd really do not want to be inside a robot that's currently being bashed in," said Matt.


Fortress Maximus dealt another blow before saying, “Let them go, Scorponok. Your fight is with me."

"You may be of the same kin as the mighty Metroplex, but you have none of his powers," said Scorponok as he struck him again, "You have bonded yourself to weaker minds and have lessened yourself. But the mind I have bonded with has always remained strong."

"The mind you are bonded with is insane," snapped Fortress Maximus.

"You say that as if that were a weakness," sneered Scorponok.

"It is...because now you don’t expect this," said Cerebros, dealing a surprise blow under Scorponok’s jaw. Scorponok's head almost popped off from the blow, but not quite. It was still attached, but now it was at a weird angle, one that obviously was ruining his coordination.

"You...will...PAAAY" managed Scorponok before pausing.

"Uh, Scorponok, are you alright? I didn't hit you that badly did I?" asked Fortress Maximus.


Inside Scorponok's body, Matt and the ponies had managed to find their way up to Scorponok's neck and found where Zarak was inside of him. Matt had found a...unique way to stunlock Scorponok. "Put the lime in the coconut and WHACK IT ON THE HEAD!” he sang, hitting Zarak with a length of metal as he sang. While the clang indicated no damage, it was almost certainly annoying.

"Will you stop hitting me?!" snapped Zarak.

"Make me, smeghead. CLONK!” Matt said, yelling the last part out loud as he hit Zarak again.

"There has got to be a better way to do this," said Twilight tiredly.

"How's about we just push the eject button?" asked Applejack.

"This is more fun though. You gonna come out and stop me, head boy or do I gotta pry you out like an oyster?" Matt laughed.

"Uh, if I recall, aren't Headmaster armors also life-support systems?" asked Twilight.

"Do you know what a life support system is?" asked Matt.

"Not precisely, but it sounds important," said Twilight.

"Oh well, knock-knock, call off your buddy and let us go or I stay here...forever...and I sing," said Matt, Twilight and Applejack looking confused at the strangely feeble threat.

"Uh, is now really the best time for a song?" asked Twilight.

Dante's voice said, “Oh God no, don’t you dare. I can’t find the mute button." as Zarak said “I don’t fear such a feeble threat."

With that, Matt took a deep breath and started singing as if his Cutie Mark were for singing but has replaced with an Equalizing Mark that made it...less than stellar to be blunt.

Twilight and Applejack immediately yelped and covered their ears as Zarak screamed "OH GOOD GRIEF!"


The view from outside was even stranger. Fortress Maximus watched in confusion as Scorponok pounded on his own neck before trying to tear off his own head. Dante could also be heard screaming over the com, though Fort Max couldn’t hear what was causing it. "Is...everyone alright?" he asked in confusion only for Scorponok to scream "THE SOUND! IT BURNS MY AUDIO SENSORS!"

Fort Max tried to contact Twilight and Applejack. "What is going on in there?" he asked.

"I think Matt’s dying! Listen!" yelled Twilight before what sounded like a wounded animal locked in a dustbin came over the line.

"Ugh, that sounds horrible. Can't you use your magic to help him?" asked Cerebros.

"Well, I guess I could, kinda couldn't think anything but the pain in my head for a while," said Twilight.

There was a clonk and the sound cut out at that, Applejack’s voice saying, "Fixed it."

Scorponok stopped struggling with his head and said, "Finally, take your blasted friends. I can't stand any of you for one more nanoklik."

Fortress Maximus looked confused before Serina said, "Don’t look a chance in the mouth. Let’s go before he clears his head."

"Yes, uh, I'll be back to kick you off this planet later," said Fortress Maximus.

"Fine, just take the loud one far away," snapped Scorponok.


Crossing the Forbidden Zone of Nebulos was a lot faster now that the group could hitch a ride on the shoulder of a titanic robot.

Matt was checking off things they would need. "I'll need a ship, capable of storing our new mechs with a type 22 quantum capable jump engine, good for 4000 TeV charges," he was saying into Fort Max's ear, aimed at Llyra.

"The closest we have is quantum generators," said Fort Max, "They're powerful, but I doubt they'll allow you to leave this universe. But a space bridge might be able to get you out."

"I can rig it up to do so, just get us a ship," said Dante.

"I should warn you, messing with quantum technology can go disastrously wrong," said Fort Max, "I could spend the rest of our trip just telling about how badly it could go."

"Yes, cross one wire and you end up turning your ship into a black hole. I’ve had the flash training," said Matt casually.

"That's not all," said Fort Max, "If you're standing to close to your quantum engine when it's about to flout the laws of physics, you could end up fused to the engine."

"Not if you have a reality shield," said Matt cockily.

"Do you think your technology and ours is so compatible?" asked Fort Max.

"We probably stole some of the plans," said Dante casually.

It wasn't possible to tell the expression on Fortress Maximus's face from here, but the way a nearby panel was lifting up to reveal a small turret probably indicated he was not pleased by that admission.

"He means copied...and even then only the plans," said Matt with a sigh.

"Uh, not that they could have made any good or exact copies," said Twilight quickly.

"Actually..." began Matt before a glow appeared around his mouth and held it shut.

"So, uh, how are ya'll gonna explain to your government about being part of a gigantic robot now?" asked Applejack.

"I will manage," said Llyra's voice.

"And what about Scorponok?" asked Twilight.

"Oh, I will be very surprised if he remains on this planet for much longer," said Fort Max, "Knowing him, he'll fly off to plot his revenge or something like that."

"As long as he doesn’t follow us, I’m happy," said Dante.

"So how much farther is it?" asked Applejack.

"Not too far. We ought to be there within a megacycle," said Fort Max. The giant soon picked up on their confused silence and added, "That's about an hour for you."


The experimenter glared, looking at the various readouts. Half his test subjects had gone dark, the last signals indicating their form locks had failed. "Sir, with respect, we cannot trust reclamation to proxies anymore," said a crewbot.

"No, it appears we will have to start searching for them ourselves," said the experimenter, "But there is one positive aspect to this: the more of these pony-bots that get together, the more drawn they are towards the Enigma and they seem to be actively seeking each other out."

"There is a complication. The one from their memories, the mercenary, one of his past versions is working with some of them. This may make intervention difficult," said the crewbot, before adding, "There is some good news though: the remaining subject is primed, programming and memory suppressants are fully functional."

"Excellent," said the experimenter, "Just the hound we need for sniffing out our lost livestock."

"Sir...are you sure we should deploy subject 7 so soon? There are still tests to carry out,” began the crewbot.

The atmosphere grew a lot colder, quite literally actually. "Are you saying we shouldn't be following my orders?" asked the experimenter coldly.

"No, but there is still a chance that there could be gaps in the memory suppressants. Gaps that contact with his fellow subjects could cause to widen," said the crewbot calmly.

"So, you're saying we should test how brutal our bloodhound is before we let it loose?" asked the experimenter.

"If that is your wish, it might be wise to send a...chaperone as the humans call it, to make sure he follows commands," said the crewbot calmly.
"Yes, a handler for the beast," said the experimenter, "But who among my crew can trust to make sure the brute doesn't run off or get carried away?"

"Does it matter? It’s a combat test," said the crewbot with a smirk.

"True, any flunky could do it. How about we let our demolishers to handle my beast?" said the experimenter.

"I will inform them of their mission at once, sir," said the crewbot smugly.

"Excellent, yes," said the experimenter, his tone cheerful in a way that only meant good news for him.