Friendship Is Magic: Prime

by Darkryt Orbinautz

Act III: The Demolished Man

Darkryt Orbinautz presents...

---

All units apparently meant all units, as Rarity had to very reluctantly walk side-by-side with Wheeljack through the GroundBridge, and Ratchet still wouldn't explain what was going until Rainbow Dash and Miko stepped through.

"Rainbow Dash?" Rarity questioned, noticing a few droplets of blood on Dash's chest and the bandages. "What happened?"

"Nothing happened!" Dash snapped quickly and defensively.

"Rainbow darling, I wasn't accusing you of anything!"

Ratchet cleared his throat for silence and pushed a comm button. "Fluttershy, I've requested the assistance of all units. That includes you and Bob. Do you copy?"

"Oh...um...copy!" Fluttershy squealed through the comm, clearly not being used to talking to ponies in such a distant matter. "But, um...me and Bob found Airachnid, and we think she's up to something, so...can we get back to you?"

"All right then." Ratchet cut off the comm, turned to his gathered audience and pushed another button.

"The Polarity Gauntlet." Ratchet explained. "Its magnetic pull is enough to push even we Autobots back. To Cybertronians, whoever wields this weapon is virtually untouchable."
Ratchet pushed the button again, and the screen then showed what seemed to be an Energon prod of a different model then Knock Out's. At least in appearance.

"The Immobilizer. A staff which shoots off disabling blasts that puts the target in stasis lock. It delivers a cruel fate to those unlucky enough to be affected by its touch."

Ratchet pushed the button once more, and the screen displayed a runic-looking detailed thingambob that looked like it came from sort of Cybertronian equivalent to Egypt, what with the green-blue lines running down it's front.

"And the Spark Extractor... a veritable bomb, when activated, it pulls out the Sparks of every Cybertronian in range and stores them to be disposed."

Applejack raised a hoof. "Sorry, Doc, but what's a Spark?"

Ratchet was spared having to explain what a spark was by Miko speaking up. "Basically think of it like a Cybertronian heart-soul thingy."

Applejack nodded. "Spark Extractor steals Cybertronain soul-hearts. Got it."

"All three of these items are deadly weapons, all forged by Decepticon claws" Ratchet continued. "...And all currently in possession of Twilight Sparkle."

"What?" Rainbow exclaimed, flabbergasted at the notion her friend would steal. "No! Twilight wouldn't do that!"

Optimus tromped over to Rainbow Dash, crouched down and wrapped his fingers around her chin comfortingly.

"Rainbow Dash, I know it can be hard to accept when those close to you act out of character...But Dark Energon is a powerful substance, and it has turned many good Autobots into worse things then thieves. Irregardless, if Twilight Sparkle has the weapons, my concern lies not with her usage of them...but that of the Decepticons."

The Ponies stared at Optimus, confused.

---

"So it seems that both of you have failed in your efforts so far..." Megatron lectured Knock Out and Breakdown, who were kneeling in the bridge.

"For what's it worth, Lord Megatron, I had almost took the Spark of Rainbow Dash when that blasted Quint came to her rescue..." Knock Out excused his failure.

Megatron's menacingly approached Knock Out. "Knock Out, Knock Out, Knock Out...none of the Decepticons' accomplishments were achieved with an ALMOST!" Megatron belted Knock Out against the railing. "HOW HARD CAN IT BE TO ERADICATE ONE SIMPLE PONY?" Megatron was about to continue when Soundwave came into the room.

"What is it, Soundwave?" Soundwave took this to be permission to approach and walked up to Megatron to display the energy signatures he was detecting.

"Ahh, yes..." Megatron said, apparently calmed by the contents of Soundwave's screen-face. "I recognize these signals. Knock Out, Breakdown! You may have failed to properly exterminate any one of the Ponies, but this is something you have had prior success in." Megatron flashed a toothy smirk while Knock Out and Breakdown exchanged confused looks.

"Eh...what's something we had prior success in?" Breakdown questioned.

"I am, of course, referring to your invaluable role in the retrieval of the Forge Of Solus Prime." Megatron mused.

"Oh, yeah. That."

---

"Eight, sir; seven, sir;
Six, sir; five, sir;
Four, sir; Three, sir;
Two, sir; one!

Tension, apprehension,
And dissension have begun."

Friendship Is Magic: Prime: Act III

Chapter VII (Box Set Chapter 19): The Demolished Man

Episode Synopsis: The Scrap hits the fan, man.

---

Twilight Sparkle galloped across the Nevada plains, the Decepticon weapons levitated above her with her magic and her hairs billowing in the wind.

She signed to herself. "This plan has all gone straight to Tartarus..." She lamented as she came to a depressed stop. "My friends have been brainwashed...I'm sure of it."

Her moping and wallow ceased as jet engines and copter blades became audible.

Vehicons began descending and approaching, and amongst them were what Twilight thought to be new 'Caste' of Vehicons, as they were jet Vehicons that instead of the normal purple were a light purple, a dark blue, and a gold-green color, along with vastly different in body structure thin, wispy helicopter ones that were so slim Twilight might've mistaken them for females. They were also big, bulky ones that turned into tanks with large shoulder cannons and pincer-claws. Fearstorm was also present.

A GroundBridge opened up behind her. Knock Out and Breakdown drove out and transformed into their bot-modes. Megatron himself stepped through as well, imperious and intimidating as ever.

Twilight huffed and took a battle ready pose.

"Twilight Sparkle," Megatron sneered. "surrender to me my weapons, and I will let you pass unharmed."

"Your weapons?" Twilight asked confused. "But...I took these from the Autobot base."

"And the Autobots took them from me!"

"That's unfortunate..." Twilight remarked. "But I don't see that as a valid reason for me to give them back to you...especially not when they could prove invaluable to MECH's research."

"Perhaps this would be a good reason!" Megatron and the Decepticons opened fire. Twilight did a bunch of Dark Energon-enhanced acrobatics and eventually found an opening to gallop off into the distance, when suddenly she felt a burning tinge in her flank.

Megatron's symbol began glowing, and he clutched at his chest in surprise. "So...Celestia's prize pupil still contains Dark Energon within her. ERADICATE HER!"

Megatron, Knock Out and Breakdown transformed and drove after Twilight, but Fearstorm and the other Vehicons were distracted by another GroundBridge opening and all six of the Autobots, as well as Rarity, Rainbow Dash, Pinkie and Applejack coming through.

"Autobots, attack!" Optimus commanded. Bumblebee, Ratchet, and Wheeljack transformed on the spot and opened fire while Optimus himself, Bulkhead and Arcee swerved around to chase Twilight. Rainbow Dash flew up into the air and began taking potshots with the MECH rifle she had procured, while Pinkie fired her party cannon and Rarity began shooting blue lasers with her horn, her coiffured tail bouncing from the recoil. Applejack just romped about, bucking the Vehicon's feet out as she went along. Wheeljack and Fearstorm engaged in fisticuffs, while Ratchet used his blowtorch like a flamethrower on the tank Vehicons. (The medic also seemed to be enjoying the burning just a little too much for comfort, as he kept laughing uncontrollably.)

Up ahead, Twilight Sparkle was quickly flanked on all sides by a combination of Megatron, Knock Out, Breakdown, Optimus, Arcee, and Bulkhead, each with their blasters armed.

"Twilight Sparkle," Optimus demanded. "Leave the weapons on the ground before they can be used to cause harm."

Twilight narrowed her eyes at Optimus. "Too late for that!" She levitated the Immobilizer and aimed it at Optimus, but Arcee shot it in half before it could be fired.

Breakdown converted both his arms into hammers, jumped into the air and attempted to land them on Twilight. Twilight rolled out of the way and floated Breakdown away from herself with the Polarity Gauntlet.

Knock Out did the same thing, with the same result. Breakdown got his quad-Gatling gun and aimed it at Twilight, but she used the Polarity Gauntlet to weld it to his mesh. Breakdown actually used this to his advantage, as he was now capable of firing it hands-free. Twilight, realizing her mistake, shot a laser blast from her horn and destroyed the gun. Breakdown lamented its passing.

"Aw man! Dreadwing trusted me with that!"

Optimus unveiled a new trick of his. His back panels swung open like a pair of double doors, and a battery pack whirred out from them. The battery pack then unfolded into two six-barreled Gatling guns positioned over his shoulders which he fired.

Megatron fired his cannon at Twilight, who dodged all incoming blasts with her D.E. aerobics. Megatron and Optimus unsheathed their blades and charged at Twilight, only for her to fuse the two bots together at the arms.

Megatron and Optimus exchanged glances, confused as to what to do next. Megatron 'offered' the suggestion of flailing Optimus about from his arm like a entangled ball-and-chain. Optimus did best to fire what shots he could from his abnormal position. Twilight, deciding that Optimus was a harder target flailing from Megatron's arm like that, De-polarized them. Bulkhead charged at Megatron with his wrecking maces and Arcee jumped on the Decepticon in her cycle mode, distracting him and leaving Optimus and Twilight to duke it out amongst themselves.

Optimus withdrew his shoulder-guns and and converted his both his arms into blades. Breakdown readied his shoulder rocket launcher and fired it. Optimus batted the rocket with his swords like a tennis ball, causing it to hit and blast Knock Out and Breakdown, essentially ensuring that Twilight's and Optimus duel was one-on-one.

Twilight began charging pink energy from her horn that split off into two globules that were connected to her horn by an extremely small wispy, line of energy lightning that was so thin it was invisible from certain angles. The two globules began getting slimmer and thinner until they formed two blades of energy without hilts. She and Optimus engaged in a epic sword fight, pushing the other one's blades back, blocking them, forcing them off the each the persona of the other, jumping into the air and doing a lot of the unnecessary, flashy jumping and twirling that Cybertronians are known to do in sword fights. This continued for quite some time, until Optimus dropped to the ground in a common baseball slide maneuver and fired his Ion Blaster at the unprepared Sparkle. Twilight was blasted backwards onto her side, her energy swords dissipating into the air.

Optimus stood imposingly over Twilight and began charging his blaster as he did during their last confrontation. It seemed to draw in ever more power then last time, as the blue sphere formed on the gun's barrel was crackling with electricity and letting off the glare seen when someone looks directly at a flashlight.

"Twilight Sparkle, I will offer you more chance to surrender."

Twilight weakly lifted her neck up and looked at Optimus somberly. "Speak up, Optimus...I can't hear you over the static!" Twilight shot white lightning from her horn at Optimus' gun, electrifying the Prime. Twilight maintained the electricity long enough for conductivity to do it's work, and Optimus' glowing bits ceased glowing, and he fell onto his back.

"OPTIMUS!" Arcee screamed. Megatron seized the moment to grab her by the head and smack Bulkhead with her body, knocking them both out. Megatron tossed Arcee aside and jumped at Twilight with his blade raised.

Twilight panicked and tried to use the Polarity Gauntlet to push him back, her magic picked up the Spark Extractor instead.

"NOOOO!" Megatron screeched at the Extractor's activation.

The Spark Extractor began glowing, and streaming tendrils of blue energy topped with three bird-like claws made their way out from it. A tendril went into the chest of every Cybertronian present. Twilight looked on with a mixture of wonder and horror as Megatron's body, supspended in midair, was shaken and jostled from the tendril's assault.

Some distance away, the Autobots, Ponies, and Vehicons ceased fighting to stare in confusion at what was causing the intense blue light that was currently being cast off.

Megatron fell to the ground after the tendril yanked itself out of his chest, a small, blue, glowing orb in it's grasp. The other tendrils followed suit, yanking small, blue, glowing spheres from the chests of Knock Out, Breakdown, Optimus, Bulkhead and Arcee.

The tendrils drew back into the extracting, absorbing the blue spheres with them. The dark-colored lines on the Extractor's front began glowing a very vibrant light blue. Twilight examined the now-glowing Spark Extractor for a minute with a hoof to her chin.

"Pretty." She concluded. Then she teleported with the Gauntlet and Extractor in tow. (The remnants of the Immobilizer lay forgotten.)

The Autobots, Ponies, and Fearstorm's troupe marched upwards to the lifeless bodies.

"Lord Megatron?" Fearstrom asked with confusion.

"Optimus?" Applejack asked fearfully, crawling up to the Spark less Prime's face. "Optimus?"

Ratchet converted his blowtorch into it's normal configuration and cast a blue light from it's side that swept over the Autobots. "All vital signs functional, yet he's offline...Twilight must've activated the Spark Extractor...that's the only explanation."

Two GroundBridge's opened, and each side carried their respective wounded through them, silently agreeing not to take advantage of the others' vulnerability.

---

Fluttershy and Bob followed Airachnid for a good long while. The usually confident Decepticon seemed intent on not being found, and it came all too close one time too many when Airachnid turned around to make sure she wasn't being followed that Bob and Fluttershy just barely managed to avoid being found.

Finally, after what seemed like forever, Airachnid transformed and stood on a cliff that overlooked an abandoned Energon mine. She stood there for a moment, looking thoughtful, before jumping into the air and diving into the mine like a swimming pool.

Bob turned his head to look at Fluttershy. Fluttershy nodded, motioning for Bob to follow her. Bob charged and leaped into the air, following Airachnid's pattern. They landed on top of a small cliff within the mine.

Fluttershy whipped her head about. "Where's Airachnid?"

Suddenly the cliff they were on gave way and crumbled underneath them. When the dust from the rocks collapse had cleared, Fluttershy saw Airachnid, lying on an rock like an imperious queen with an Insecticon standing before her. The Insecticon suddenly approached the wall and drove his fist into the air, unveiling a huge clump of Energon. He grabbed the clump and started walking towards Airachnid.

"Yes, minion. Approach me." Airachnid said coolly. "Obey me...worship me."

"Bob?" Fluttershy questioned, her head raised.

Airachnid took the clump of Energon from the Insecticon and rested besides. She chuckled darkly and pointed at Fluttershy. "Do take of that pest for me, won't you?"

The Insecticon nodded, chirped and began stalking towards Fluttershy.

"Bob? What are you doing? Bob?"

Airachnid chuckled again.. "This isn't your dear, sweet, precious Bob, Fluttershy. Oh no. This is my pet, and the weapon that I will use to slay Megatron and take over the Decepticons."

"But..." Fluttershy's were starting to water. "but...I saved you from the Scraplet, didn't I, Bob?"

The rocks suddenly moved, and an Insecticon with a grey chunk it's leg came roaring out of the pile and lunged at Airachnid's Insecticon.

It took Fluttershy a second to realize that Airachnid was speaking quite literally.

Bob and Airachnid's Insecticon began grappling and banging their claws against each other.

"End him, my servant, and earn your queen's favor!" Airachnid shouted.

Fluttershy looked up at Fluttershy. "Why does the Insecticon obey you?"

"I control it." Airachnid explained. "Do you not control yours? After all, when I tried to control him, he got a headache..."

"That was you!?" Fluttershy exclaimed. "You gave Bob that headache?"

Airachnid nodded. "Yes, it was. Now answer my question...what is you do that ensures...Bob, was it? Bob's loyalty to you..."

Fluttershy scraped a hoof and nervously glanced at the warring Insecticons. "Well, I...I just be nice to him, mostly. Ponies will be nice to you if you're nice to them, you know? I feed him, clean him, and just ask him to do things politely. I would never make him do something he wasn't comfortable with."

Airachnid raised a browplate. "You just...ask? I just kind of...dominate its mind."

Fluttershy gasped. "That sounds awful!"

"Well, it's an insect..." Airachnid said, dismissing Fluttershy's qualm. "It operates as a hive member. It obeys only those stronger than it, and I am evidently stronger than it...at least in the thinking department."

Fluttershy looked at the grappling Insecticons, this new knowledge giving a different perspective on it. Bracing herself, Fluttershy started slinking away before going into a full gallop.

"Running away, Fluttershy?" Airachnid taunted before refocusing her attention on the Insecticon duel.

Bob and his opponent belted each other, causing them both to skid a distance away from each other. Bob revealed blasters in his arms. Turrent-like cannons that popped out of his forearm and with barrels that stood just slightly over his claw. Airachnid fired webbing at both of them, rendering them useless. Bob was distracted by the sudden web encasing long enough for the other Insection to deliver a brutal slash to his face.

"Yeeeesss..." Airachnid hissed, as her Insecticon began to gain the upper hand or claw or whatever. So wrapped up was she in the spectacle, she didn't notice Fluttershy snailing her way up to the Energon clump. Fluttershy wrapped her tail around the clump, struggled to lift it, and eventually pulled her tail taut and back.

"HEY AIRACHNID!"

Airachnid whipped around to met with a hurled Energon clump to the face. The clump shattered into a dozen pieces, one of which embedded itself into Airachnid's eye, and some of which smashed into her horns, cutting one off and bending the other.

Airachnid yanked the Energon splinter out of her eye and snarled at Fluttershy. Fluttershy flew up and bucked her in the head, causing a cracks to emit from a horseshoe-shaped dent in the side of her head. Fluttershy swept to the ground, rolled, and grasped one of the Energon splinters in her tail. Then, with ninja-like precision, she threw it at just such an angle that it cut the webbing off Bob's blasters.

"Bob! Upwards!" Fluttershy shouted. Understanding her perfectly, Bob shot at the ceiling above Airachnid, bringing it down on top of her and burying her underneath it.

Airachnid's Insecticon shrieked at its mistress' misfortune and lunged at Bob, but Bob knocked it out with an uppercut. With his opponent out, Bob approached Fluttershy and the rock pile. At Fluttershy's instruction, Bob swiped at the pile, knocking a few rocks off and exposing Airachnid's head, covered in Energon leaked from her injuries.

"Well?" Airachnid questioned. "You're the Element of Kindness, aren't you? Dig me out!"

Fluttershy leered disgustedly at Airachnid. "You think you deserve kindness, after...just...dominating that poor Insecticon's mind like that?" Fluttershy took in a deep breath and observed Airachnid's injuries.

Bob went over to the wall and tore out another clump of Energon and handed it to Fluttershy. Fluttershy wrapped it in her forelimbs and fluttered in front of Airachnid's head.

"What are you doing?" Airachnid questioned.

"Well, you're injured, you're part animal, and I'm kind. The kindest thing you can do to an injured animal...is put them out of their misery."

Fluttershy thrusted the clump into Airachnid's other eye, and drove it into her head.

---

In Autobot Outpost Omega One...

"Ratchet?" Fluttershy's timid voice asked through the comm. "Requesting GroundBridge."

Ratchet opened up the GroundBridge to met with a battered Bob and a very sober-looking Fluttershy with split Energon on her leg. Ratchet briefed her on the situation, but she didn't seem to hear.

Applejack approached her. "Fluttershy, you all right there?
Fluttershy mumbled something.

"Beg pardon?"

Fluttershy mumbled again, louder, but still quiet.

"Could you speak up?"

"I KILLED AIRACHNID!" Fluttershy bellowed. Applejack, Dash, Rarity, and Pinkie covered their mouths with their hooves in shock.

"Good on ya." Wheeljack complimented. "That dirt-dodger's been dodging dirt on the Autobots for too long."

Fluttershy broke down in tears.

Wheeljack looked confusedly at Bumblebee. "Was it something I said?"

Bumblebee bleeped out that Fluttershy was sensitive, and that while he wasn't sure, he didn't think Fluttershy had killed anything before.

Wheeljack scoffed. "The last thing we need right now is a softie who can't stand to put the enemy down."

"HEY!" Dash shouted. "Murder is a serious thing, and Fluttershy doesn't do good with serious stuff!"

"Well, if you're gonna keep hanging around Prime's crew, you better get used to it!"

This escalated into a lasting argument, with Miko, Jack, the other Ponies, and Bumblebee all joining in until Ratchet shot a huuuuge burst of flame from his blowtorch.

"STOP IT, ALL OF YOU! Fighting each other isn't going to change anything! If we are to reclaim the Sparks, we need to move, and move fast!"

The Ponies and Bumblebee all looked down somberly. Wheeljack crossed his arms and huffed. Some semblance of order restored, Ratchet put his hand to his head in thought. "We need to cover ground, and a lot of it, and quickly...we have four ponies, three humans, and two Autobots...wait...human!" Ratchet pushed the communications button. "Agent Fowler, do you copy?"

"I'm here, Doc." Fowler's voice said. "What do you need?"

"To find a MECH base, and fast!"

"On it." Fowler saluted through the comm, not that Ratchet could see.

"I'm going with you!" Miko announced.

"Me too." Jack added.

They looked at Raf expectantly, and he hid behind his laptop.

Ratchet crossed his arms. "No. Absolutely not!"

"You took the Ponies with you last time! How is us going any different?"

"Rainbow Dash can fly and has a rifle, Fluttershy has an Insecticon at her disposal, Applejack is an incredibly strong athlete, Rarity has her unicorn magic and Pinkie..." Ratchet paused. "Is Pinkie."

"Bulkhead is my friend!" Miko shouted.

"Yeah, and Arcee is my partner!"

Ratchet opened his mouth to say something, but Rarity spoke over him.

"Ratchet, please. They wish to help their friends."

That seem to hit Ratchet hard, and he closed his mouth and looked down. "Of...of course."

Aboard the Nemesis...

The sight of the Decepticon Lord and his two of his most often utilized warriors condemned to the sick-bay filled Dreadwing with anger. Even more frustrating was the way that Megatron was position exactly as he was prior to his self-resurrection.

He growled and clenched his fist at the sight. "Twilight Sparkle will pay for this, my lord. If I must this world down and spot her amongst it's cinders, if I must open my servos and embrace the humans with welcome arms, if I must stand on a cliff, dressed like a fool...Whatever must be done shall...be done!"

Fearstorm examined the bodies of the patients before turning and bowing. "What is your command, Lord Dreadwing?"

Dreadwing leered at Fearstorm. "I am only in command so long as Megatron's Spark remains unaccounted for."

"All right, fine." Fearstorm quipped. "What is your command, Temporary Lord Dreadwing?"

Dreadwing skewered up his face in concentration. Finally, after a moment, he barked. "Get me Soundwave."

Fearstorm obliged, rushing out of the room and coming back in with the lean Communications Officer in tow.

"Soundwave, dispatch Laserbeak to find the missing Sparks."

Soundwave nodded his head, and his Mini-Con ejected from his chest.

"If anyone aboard this ship can do it, he can. Now. contact Airachnid. I want all available troops working on this."

Soundwave's screen-face turned into a control setup, but when Dreadwing attempted contact, Airachnid didn't respond. The Seeker Captain sneered and turned away. "Then we must consider her MIA." Dreadwing pushed a button on Soundwave's array.

"Decepticons!" Dreadwing announced. "Our master and some of his most favored servants have been incapacitated. Prepare to transform...and rise...UP!"

---

Agent Fowler and his soldiers swerved through the nighttime air, Fowler in his jet and his troops in Huey helicopters.

"Agent Fowler, bogey detected." One of the troops reported. "Unusual signature, as well."

Fowler turned around to glanced behind him and found an unwelcome sight.

"Laserbeak." Fowler snarled and flipped a button on his board. "Time for a rematch, 'Con." Fowler turned his plane around to face Laserbeak and opened fire. Laserbeak returned it, blue lasers and silver bullets flying across the sky. One of Laserbeak's shot hit Fowler's plane dead-on and sent spiraling out the sky.

"CONSARN IT!" Fowler swore at having lost the rematch. His plane hit, smashed against something which he had to ride all the way down to the ground. He grunted at the impact when he hit the ground and spat out some dirt. He looked up to see Laserbeak floating overhead and shook his fist at him. Laserbeak stayed in the air, otherwise motionless for a odd amount of time.

"What are you looking at, 'Con?" Fowler turned around to meet with a gigantic glimmering, purple sphere-shaped barrier surrounding a warehouse facility.

"Agent Fowler to Autobots, come in! I think I've located the MECH Base."

A GroundBridge opened up slightly in front of him, and the still-functioning Autobots, Ponies and Jack and Miko armed with a fire extinguisher and a fire ax stepped out.

"A fire extinguisher? Really?"

"You never know..."

"All right!" Dash said, cocking her rifle. "Let's DO THI-" She was interrupted by red laser fire. Everyone turned around to see another GroundBridge, Dreadwing, Fearstorm, and Laserbeak perched on Soundwave's shoulder, along with some red-colored Vehicons.

"Back off, D.W!" Wheeljack said, prepping his blaster. "We're here to get the Sparks back, and there ain't nothing you can do about it!"

"Nothing?" Dreadwing questioned, flipping out his cell phone and holding up one of his plated bombs. "I can respect your desire to revive your leader, but I cannot let the Spark of mine pass into enemy hands."

Dreadwing drew his arm back with the intent to throw his bomb while Wheeljack aimed his blaster.

"WAIT!" Fluttershy bellowed, throwing herself in between the two.

"Fluttershy..." Dash whispered through gritted teeth. "What are you doing?"

Fluttershy ignored her and looked at Dreadwing. "Mister Dreadwing, sir?"

"Lord Dreadwing!" One of the Vehicons corrected.

Fluttershy nodded in acceptance, "Mister Lord Dreadwing, sir? Um, I couldn't help but notice, but, um...we want our Sparks back. You want your Sparks back, and we both want the other one not to get our Sparks, so, um. Maybe...if we...work together, we can all get the Sparks with we want back without harming the Sparks the other wants?" Fluttershy smiled appreciatively.

"Oh, please." Wheeljack scoffed. "Like a 'Con's gonna be open to working together-"

"The conditions of your proposal are reasonable, Fluttershy." Dreadwing said, stuffing his weapons back into whatever invisible slot on his body they went into. He grabbed the tip of Fluttershy's tail and jerked it up and down, clearly attempting to give the hand-less pegasus a handshake. "I accept."

Wheeljack's faceplate did a fairly good job of hiding his disbelieving expression.

"So, Dreadwing." Ratchet asked, unfazed by the turn of events. "Any bright ideas you'd like to share with the class?"

Dreadwing looked to Ratchet, then to the force field. He drew out his sword and slammed it against the force field. It did nothing.

"Well, that's a lot of help." Wheeljack snarked.

"On the contrary, Wheeljack, I was just gauging the force field's integrity. Now, I know we will require some excessive force to break through." Dreadwing explained.

"Way ahead of ya." Wheeljack reached into his 'belt' and pulled his grenade out. "One grenade, one-"

"Wheeljack, wait." Dreadwing objected, grabbing Wheeljack's wrist. "Observe the size of the barrier." Dreadwing held up one of his plated bombs. "We will need more then one."

Behind his faceplate, Wheeljack smirked. "I like the way you think, D.W."

"I must request, Wheeljack, that you refrain from calling me that."

"Well, tough scrap, buddy. I'll call you that and you'll like it."

On the other side of the force field barrier, Twilight, Silas, Starscream and Novo were walking about, checking on the status of things.

"I simply cannot thank you enough, Twilight Sparkle, for the work you've done on me." Starscream said, brushing his side with his claw.

"On a separate, but similar note, MECH thanks for your work on Project: Chimera." Silas said.

"Oh, it's nothing, really. Always happy to help a technological breakthrough!" Twilight said, waving her hoof dismissively. She was about to continue when she noticed Bob, Dash and Fluttershy flitting about on top of the force field and sticking things on it. She squinted. "What are they up to?"

Fluttershy finished putting her thing on and gave an 'okay!' hoof signal to Dash and Bob and they flitted away on their wings.

Twilight looked more closely at the triangular things they had left on the barrier.

"ON THREE!" Dreadwing shouted.

"ONE!" Jack said in response, scrambling to get away from the TNT that Fowler's troops had set.

"TWO!" Wheeljack arched himself to toss a grenade.

"THREE!"

Numerous explosions filled the air, some from Dreadwing's bombs, at least one from Wheeljack and Pinkie and another from the TNT, breaking the force field, leaving the half on the other side intact while the front shattered like broken glass.

"My force field!" Twilight exclaimed. "My beautiful, beautiful force field!"

Novo and Starscream raised their respective brow-parts at Twilight's choice of words.

"CHAAAAAAAAARRRGE!" Dreadwing screamed. The temporarily aligned army came pouring into the base.

"You...you...Monsters!" Twilight shouted. "Look at what you did!"

"...Destroyed your force field?" Fearstorm questioned.

"Destroyed it? DESTROYED IT? YOU LEFT IT UNEVEN!" Twilight shouted, her OCD tendencies showing through.

Fowler raised an eyebrow at Rarity. "She's not... serious, is she?"

Rarity tsked. "I would like to tell you no, Agent Fowler...but that would be lying."

"Seriously?"

Silas gave Twilight a hand signal, and they took off running back.

"Oh no you don't!" Fowler, Jack and Miko started chasing after them, slipping right past Starscream, leaving the Seeker to face the Ponies, Decepticons and Autobots on his own some.

"Starscream, surrender now and we'll let you live." Dreadwing instructed.

Starscream jutted his chin arrogantly and snapped his claws. Adam and a bunch -and a bunch- of MECH Troopers came marching out, sabot guns at the ready.

"You know," Starscream said, drawing his claw over his chin. "Twilight's really starting to grow on me..."

Dash snarled and bared her teeth.

"I mean, it almost feels like she's COMPLETED ME!" With a 'Nwoooo' Starscream turned his arm into a black cannon that ended turned into a four-pointed 'crown' and fired it.

"You have your T-cog back?" Ratchet questioned, avoiding the shot. "But...how?"

"Twilight Sparkle took it from Silas's supplies, of course!"

"And he was okay with that?"

"He was...after Twilight Sparkle presented him another T-cog that she built from scratch!"

Ratchet's jaw dropped. "That's...impossible. Even I can't build a T-cog from scratch with Cybertronian tech!"

"Ahh, it's a good thing that Twilight Sparkle has potent magic. One of the most potent of her generation, if memory serves."

"Enough talk!" Dreadwing pulled out his Gatling gun and opened fire. Then the battlefield erupted into absolute chaos, with the burning sabot rounds, the Vehicon's fire, Dash's, Rarity's and Pinkie's firing blasts, Applejack's bucking MECH troopers in the head and Starscream raining down missiles from above in his squat-nosed jet mode.

Up ahead, Fowler, Jack and Miko swerved into an alleyway they saw Twilight and Silas run into to be met with a imposing sight.

"Behold!" Twilight said dramatically, waving her hoof. "With my help, MECH has completed it's glorious Project: Chimera!" Silas smirked at Jack's and Fowler's awed expression.

Standing behind them was a perfect replica of Optimus Prime, save for its coloration. Where Optimus was red, it was burgundy, where Optimus was dark blue, it was brown with rust, where Optimus was silver, it was blood-red with rust, and its glowing bits were yellow instead of blue. Twilight's horn glowed purple, and for a second, the Optimus replica's eyes glew the same color before resuming their yellow. It turned it's arm into its Ion Blaster and fired at the humans, who ducked, thankfully causing the shot to miss.

Twilight observed the results of her work. "Hmmm...I think we should give it a name...how about 'Nemesis Prime'?"

"That works." Silas agreed. Twilight cast another spell on Nemesis Prime, and it began marching towards the heart of the battle, almost stepping on the humans in the process. Twilight took off running again while Silas stood there to hold his ground.

Fowler charged at Silas, only for Silas to elbow his gut, smacking his forehead, and kicked him to the ground.

"Ex-military?" Fowler gasped at Silas' expert movements.

"Special Tactics. You?"

"Army Rangers."

Silas smirked and brought his elbow down on Fowler's head, knocking him out.

"Miko, go after Twilight and try to find the Sparks." Jack instructed. "I'll help Agent Fowler."

Miko nodded and ran past Silas. Silas turned around to chase after her, but was distracted by Jack tapping him on the shoulder.

"Yes, Mister Darby?"

"Just thought you looked a bit warm!" Jack held up the fire extinguisher and sprayed foam right into Silas' face. Silas sputtered and reached to brush it off. Jack sprayed at him some more, pushing him back.

"What...in the AllSpark...is that?" Ratchet questioned upon being greeted by the sight of Nemesis Prime.

"Some sort of copy of Optimus made by MECH, I imagine." Dreadwing offered.

Nemesis Prime opened fire on them, blasting Fearstorm and Bumblebee back. Wheeljack jumped and lunged at Nemesis Prime, but the copy belted him aside mid-air.

Dreadwing pulled out his sword and another, new sword that looked like a blue chunk of metal in the shape of a thunderbolt, with a green gem embedded in it's hilt and green lines running up it. Dreadwing raised both and charged at Nemesis Prime. The copy converted it's arm into it's blade and gutted Dreadwing, cutting the Seeker's lunge short. Dreadwing gasped in pain, then fell to his knees, dropping his swords. Nemesis Prime raised its blade to end Dreadwing, but was prevented from doing so by Ratchet yelling ("HOOAAH!") back-flipping over him, thrusting his blowtorch so hard it came popping out of Nemesis Prime's chest, and expelling fire from it a controlled, circular explosion, consuming Nemesis Prime in the flame. Ratchet yanked his blowtorch out, and Nemesis Prime's sparking, bleeding, burnt body fell to the ground in a useless heap. Ratchet offered Dreadwing his hand.

"...Thank you, Ratchet." Dreadwing said after a moment's hesitance in taking it.

Ratchet and Dreadwing then proceeded to continue tearing down the MECH troopers, Dreadwing firing from his Gatling gun and Ratchet firing flames from his blowtorch like a some sort of two-headed dragon.

---

Miko followed Twilight through the alleys made by the warehouses clustered together until the unicorn disappeared into what seemed to be a garage door. Miko entered it, not finding anything. The door closed behind her, leaving her in the darkness.

"Hello?" Miko questioned timidly, slightly unnerved by the sudden lack of light, though she wouldn't admit it to anyone.

"Ah, you're Miko, aren't you?" Twilight's voice rang out from the darkness. "I don't think we've been introduced formally, but..."

Flames the color of Dark Energon began filling the room, floating on around the sides of the warehouse like disembodied torches, illuminating the building like some sort of swanky swing restaurant.

"Looking for this?" Twilight questioned, standing over by the door and holding up the Spark Extractor with her magic.

"Yeah!" Miko snarled, her normal cockiness returned slightly by Twilight's jeering. She curled her fingers around her fire ax. "Give it here and I won't hurt you, eh?"

"You won't hurt me?" Twilight Sparkle questioned, dismissively rolling her eyes. "Please. I've faced Optimus Prime and Megatron twice now, each, and came out intact both times. I have doubts that there's something you can do to me that they didn't try."

Miko blanched.

"You know, I found that the Autobots have an RC Chamber, which I know is a brainwashing machine." Twilight said, taking up the circular pace around the room that villains so often tended to do to taunt the hero. "You know how I know? Because why else would the Autobots need to put you in alone, separated from anypony? Because then those other ponies would figure out what's going and sound the alarm. Thoughts?"

Miko raised her ax and steeled her courage. "Well, If I'm brainwashed, I don't know it. But I do know that Bulkhead's Spark is in there, and that Bulkhead...IS MY FRIEND!" Throwing caution aside, Miko hurled her as hard and fast as she could. The blade of the ax embedded into Twilight's chest and neck. Twilight's magic grip on the Extractor faded, and it dropped to the floor at the same time she did. Miko rushed over to grab the Extractor, but when she put her hands on it, she noticed the light in the room getting dimmer. She looked over to the collapsed Twilight and whimpered at what her ax had done. Twilight Sparkle was laying on her belly, her four legs splayed out, and purple Dark Energon-corrupted blood leaking out from her neck at a horrific fast pace. Twilight looked at Miko with her Dark Energon affected eyes, and they seemed filled with regret.

"Take it." The unicorn said, opening the door with her magic. "I...am so sorry. I thought the Chamber was a brainwashing machine, and I was so upset that I didn't care what I did to the Autobots...Like you said, you don't know if your brainwashed, but you do know that Bulkhead's your friend. There's nothing I'd hate more then losing one of my friends...and I didn't think about how if I hurt the Autobots, I'd hurt the friend of somepony else. Take it."

Miko uncertainly wheeled the Spark Extractor out while Twilight deliriously kept spewing out that she was sorry until the bleeding became too much for her, and she lowered her head and closed her eyes. "I'm sorry...I'm so...sor..."

Outside, the remaining half of the force field faded with Twilight.

Miko looked at the pony she had no doubt in her mind that she had killed before whipping out her pink cell phone and dialing the Autobots. "Hey, doc-bot? I got the Sparks."

"Good work, Miko!" Ratchet's voice beamed, unaware of the grave cost of the Sparks' retrieval.

"Yeah..." Miko muttered, looking down at Twilight's body. "Good..."

---

Outside the MECH warehouse, (which was now in smoking ruins, thanks to Wheeljack and Fearstorm's blood lust or Energon lust or whatever) Two GroundBridge's opened, and each dragged their respective leaders out from them.

Optimus, Megatron's, Bulkhead's, Arcee's, Breakdown's, and Knock Out's and Bumblebee's bodies were laid out in a circular formation. Dreadwing and Ratchet gripped the Extractor together, to make sure the other didn't pull any funny business. They pressed on the activation button, and the tendrils popped out and shoved the Sparks back into their respective owners. The victim's bodies whirred to life.

"You will pay for turning my own weapon against me, Twilight Sparkle!" Megatron snarled, bolting upright and swinging his arm-blade. Confused, he looked around and saw a distinct lack of Twilight. There was an Optimus Prime, however, so he readied his Fusion Cannon to fire at him.

"Lord Megatron, please." Dreadwing objected, grabbing Megatron's arm. "We must get you to sick bay and make sure everything within is functioning."

Megatron looked at Dreadwing, then leered at the Autobots, but relented.

Everypony, 'Bot and 'Con retreated through their sides' GroundBridge.

After all the the Ponies, humans, and Autobots had gotten through the Bridge and were safely nestled back in, Fluttershy let out a gasp of surprise. "Oh my goodness, I just remembered something!"

"What?" Ratchet exclaimed. Miko covered her head with her arms, afraid Fluttershy had found out about Twilight.

"There was an Insecticon around where I...you know...Airachnid." Fluttershy answered.

"An Insecticon? On Earth?" Ratchet questioned.

"We should investigate." Optimus said.

"And we will, Optimus Prime." Ratchet assured him. "After your check-up checks out!"

Aboard the Nemesis...

"Everything seems to be in order. I must request you stop in for a follow-up in a few solar cycles, though." Knock Out cleared Megatron and made way for the Decepticon Lord to get off the table. "Now, Breakdown, if you will strap in..."

Megatron half-heartedly observed Breakdown climb onto Knock Out's medi-table before a copter Vehicon came rushing in. "Lord Megatron, there's a visitor for you in the docking bay."

Megatron cocked his browplate and let the copter Vehicon escort from the med room to the bay, where a slightly battered Insecticon was waiting for him.

"An Insecticon..." Megatron mused. The Insecticon shrieked and squealed at him, clearly attempting to ask something.

"But of course." Megatron said. Some Vehicons in the background exchanged confused looks at how Megatron seemed to understand the beetle-bot.

The Insecticon and Megatron transformed into their alt modes and took off from the bay, Megatron following the Insecticon intently until at last it brought him to the sight of it's and Bob's encounter. The Insecticon flitted downwards into the mine while Megatron transformed into his robot as he landed. Megatron was particularly undisturbed by the sight of Airachnid's head poking upside down out of a rock pile, liquid Energon leaking down her face from the black holes that used to be her optics.

The Insection stood on its horn and began tunneling through the mine's floor, boring a new tunnel. When the Insecticon was no longer visible, Megatron walked over to the hole it left, observed it, and jumped down through. He fell through for a long time before landing into an absolutely humongous underground crater.

Scattered around the crater were good-sized, thickly layered, see-through bronze pods, hooked to the ground, the ceiling, the walls, chittering audible from them, and within them were...Insecticons. An Insecticon Hive.

"Insecticons!" Megatron addressed. "...Decepticons. You have laid dormant here. How or why, I do not know. Perhaps your eggs were confiscated and in the Vaults of Iacon when its cache was ejected into space and landed here. Perhaps you were left here as a fail safe by other Decepticons in the three years I was absent from Earth and forgotten. But irregardless of the reasons you're were left here, you are invited now, to rejoin your Decepticon brothers and take your rightful place by the side of Lord Megatron!"

Megatron's Insecticon escort threw it's claws into the air and shrieked rapturously. All the pods began to split in half and fold open, allowing the Insecticons to move and stretch their limbs. They all shrieked in a chorus before transforming into their beetle modes and bursting through the ceiling of their hive, Megatron transforming back into his jet mode to join them.

Outside the mine, a GroundBridge opened on the remnants of the cliff Fluttershy and Bob fell through. Optimus, Ratchet, and Fluttershy, plus Bob all stepped through to be met with the sight of an horde of Insecticons flying into the air to rejoin their lost Deceptcion brothers.

"Fluttershy," Ratchet questioned, "I thought you said there was an Insecticon?"

"T-t-there was!" Fluttershy stammered.

"Fall back!" Optimus ordered. "We are not properly equipped to handle the situation!"

Optimus and Ratchet stepped through the GroundBridge, but Fluttershy and Bob didn't because they heard an odd noise coming from somewhere. They looked up to see that the Insecticon Horde had turned into distant blobs in the sky.

"If they're all the way over there, what made that noise?" Fluttershy questioned. She heard the noise again, and beckoned Bob to bring her back down the mine.

"Fluttershy?" Ratchet asked, stepping back out of the Bridge. "Where did she get off?" Ratchet looked around, and seeing no trace of Fluttershy or Bob around, he dived into the mine.

"OW!..." he said as he botched the landing, getting his tooshie sore. Looking around, he shuddered at the sight of Airachnid's head hanging out. "Eeeugh!" Afterwards, he saw the holes the Insecticons had left during their departure. He didn't want to go down there, but did he really have a choice?

He slid down into one, landing considerably more gracefully then he did earlier, to see Fluttershy and Bob rushing to and fro from unopened Insecticon pods. Laying on their backs were tiny, dark green six-legged beetles much smaller then Bob with purple glowing bits and a pincer rather then a horn. "Fluttershy? What in the Pit are you doing?"

"Oh Ratchet!" Fluttershy exclaimed. "Megatron came down and took all the Insecticons!"

"Yes, Fluttershy, I'm aware of-"

"But he didn't take all of them!" Fluttershy gestured to one of the small beetles. "Some of them were just too young to go, and she's so distraught about the rest of them leaving that she can't think straight!"

"She?..." Ratchet questioned. Then, a horrible, horrible thought occurred to him. He put his hand to his head in exasperated, knowing full well he wasn't going like the answer to his question. "Fluttershy, please tell me you're not trying to help...an Insecticon Queen."

Fluttershy seemed suddenly very interested in the bottoms of hooves. "Oh, I think I put my horseshoe on wrong..."

Ratchet heaved a heavy sign. "I'll take that as a yes."

---

"Well, this was a spectacular failure." Starscream lamented as the MECH troopers scrambled to get their stuff out of the warehouse base before Agent Fowler arrived with a heavier force. The Seeker, Plus Novo, Adam, and Silas watch over Twilight's unmoving corpse. By now, The corrupted, purple blood was drying and starting to cake to her legs and belly. "The Sparks are gone. Nemesis Prime is heavily injured, and Twilight's gone. Shall we mourn, out of...common decency?"

"I see no reason why not." Silas answered.

"I'll speak first, if no one has any objections." Starscream said, stepping slightly towards Twilight. "Twilight was a very, very smart pony, and powerful, too. She was the first in her class, and she and her family hold a very high ranking on her world. She was loyal to the ponies she thought were her friends, and- ah, hey! What's happening?" Starscream suddenly felt a tinge going through his stomach-chest area, and the Dark Energon splinter he had found in the cave that he used to corrupt the Ponies wormed it's way out of him. Agent Novo paniked and kicked it over to Twilight's body. No one noticed it and the splinter in Twilight's Cutie Mark beginning to pulsate with each other.

"What did you do that for?"

"I thought it was a bomb!"

"Oh. That's understandable."

"Here, let me go get it-" Agent Novo approached the Dark Energon splinter to pick it up, but when he reached out for it, Twilight's hoof swatted at him. Novo yelled and fell backwards in surprise. Twilight's eyes shot open, their color the empty pink of an undead Terrorcon (Terrorcons being dead Cybertronains unlucky enough to be given the loosest semblance of life by Dark Energon's vast and varied powers). Her animate corpse grabbed the Dark Energon crystal with her front hooves as if it was the most precious thing the world. She fiddled with it and moaned incomprehensible, zombified moans before dropping the crystal, rearing up, she brought her hooves down on the crystal, snapping it in two. She picked both up, each in one of hooves. After some hesitance, she threw one up into the air and swallowed it in one gulp. She used her unicorn magic to jerk Miko's ax out of her chest, then shoved the other piece of Dark Energon in the hole it left. She stiffened up, closed her eyes for a minute, and when she opened them, they were purple at the whites, white at the pupil, and a shade of pink in the irises. She looked at Starscream and the MECH leaders.

"Hey guys! What happened?" She asked causally.

"What...happened?" Starscream repeated. "What happened!? You die, come back to life, break a piece of Dark Energon in two, PUT ONE HALF IN YOUR CHEST, SWALLOW THE OTHER HALF, AND YOU'RE ASKING US WHAT HAPPENED!?"

Twilight felt around her throat. "That would explain the taste of evil in my throat."

Novo looked at Twilight curiously. "What does evil taste like?"

Twilight paused. "Chocolate-covered strawberries." Then she stiffened up again. "Yes...yes, I see..."

"See what?" Starscream asked.

"We need to get more Dark Energon!" Twilight declared. "And I know just where to find it! A place far away from prying eyes, a place full of technology...a place that Optimus is simultaneously always watching and turns a blind optic towards...Silas, I must request that we go to..."

"Griffin Rock!"

Author's Note:

This chapter was also written before the airing of Regeneration showed the Spark Extractor at work, AND before Darkest Hour gave Frank Welker yelling "Transform and Rise Up!"

Twilight's response of evil tasting like chocolate-covered strawberries is actually something of an in-joke; my sister tried chocolate-covered strawberries once a loong time ago, and when I asked what they tasted like, she answered "Evil." So...there's that.

Dreadwing's blue sword is a bit of an oddity. See, I saw pictures of the Dreadwing/Skyquake toy and misinterpreted the sword's appearance. I looked later and saw my mistake, but I had already made plans to include the sword and came up with how it looked...So I figured I'd just give BOTH swords! The silver one he has in the show (Seen in 'Triangulation') and the blue one I made up for him.