• Published 24th Feb 2014
  • 1,466 Views, 65 Comments

MLP/Transformers: Fall of Equestria - Agent Maine



After replacing Starscream with a cloned Dreadwing, Megatron sets his sights Equestria.

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Chapter 2 Editing

Princess Luna ran as fast as she could to get outside, she had just gathered the Lunar Guard and ordered them to gather the Solar Guard in order to coordinate some defense. She burst outside where both the Lunar and Solar guards were waiting. Luna was still worried about her sister, but she knew Celestia would be fine, right now she needed to focus on defending Canterlot, and its citizens.

"All right, I want thou to split into 2 factions, Pegasi in one group and Unicorns in another." Luna said with a calm look, the guards did as she ordered and she then looked at the Pegasi guards and ordered "You guards are to clear the streets, we need to get everypony to safety!" the guards nodded and took flight. Luna then looked towards the remaining guards and ordered "You are with me, we'll engage the enemy to buy the Pegasi more time and try to force them out!" the Unicorn guards nodded and followed the princess out into battle.

What met the outside the gates was horrifying. There were buildings that were totaled, ponies corpse were scattered about while squads of giants chased surviving ponies about attempting to blast them.

The Battle between the ponies and the Decepticons was currently leaning on the side of the Decepticons. Due to their lack of training in lethal magic, the guard’s magic was doing very little against the aggressors. Since Luna's alicorn magic is stronger than unicorn magic, she was causing more damage, but it still wasn't enough to fully tip the tide of the battle. Having not as much success as she was hoping, she shifted her focus on evacuating the ponies from the area.

Luna did the best she could to help the guards move wreckage out of the way so that the Pegasus guards could evac ponies from the area. She was doing this very thing when their actions drew the attention of a group of the monsters. Luna knew that the guards wouldn't be able to fend them off and rescue the ponies inside, so she decided to engage the enemy herself.

"I don't know where thou have come from fowl creatures, but I will not allow thou to hurt anymore ponies!" she declared as she poured magic through her horn. She then released it in the form of a magic blast toward one of the attacker's head. The shot made its mark right in the center of the creature's one eye. That must be their weakness ! She thought to herself with glee.

The creatures began to retaliate with their arm cannons, so Luna quickly summoned a shield spell before she took a hit. She glanced back and saw that the guards had finished their rescue and were now coming to aid their princesses.

"Aim for their eyes! It appears to be their weakness!" Luna ordered. The guards did as ordered and within a few moments they had defeated the group of giants.

"Pass the word on to the other guards about the enemy’s weakness; I'll engage the enemy once more." She ordered the guards nearby. They acknowledged their princess, and then hurried off to continue defending the castle.

I probably won't stand much of a chance engaging these things on the ground by myself, so I should probably move to the air. Luna thought to herself. She knew she was most likely faster than the flying attackers, but since she was smaller she'd be a harder target to hit.

She immediately took to the skies and began to attack the flying invaders. At first she was barely able to knock down any of the enemy, due to what appeared to be heavy armor, when she learned of a weakness the enemy had in this form. There was an area behind the monsters were fire was coming out of. Apparently it was what propelled them through the air, since the moment she took it out with a magic beam her enemy would fall out of the air like a rock.

With this new knowledge, Luna was able to maneuver behind the attackers and down them. Her theory about being a hard target because she was smaller soon proved correct as the enemy was failing to hit her as she out maneuvered them and being shot them out of the air. At last things were turning in their favor as the guards were successful in chasing the enemy off the ground and were providing the princess cover from the ground with their magic.


Aboard the warship Megatron watched the battle rage on and didn’t like the results.

"Knockout go to the armory and bring me my Dark Star Saber to the flight deck." Megatron ordered Knock Out, who quickly ran out of the room to do as told. Making Megatron wait when he's not in a good mood was a bad thing, so Knock Out figured it was best to just get moving.

Megatron then turned toward Soundwave "Soundwave have the insecticons meet me on the flight deck, and prepare to open a ground bridge to the surface of the planet." He ordered. Soundwave nodded and turned back toward the terminal, saying nothing as usual.

Megatron then turned and left the room to head off to the flight deck.

I suppose if you want something done right, you have to do it yourself. Megatron thought to himself.


Luna was pleased with herself; she and the guards seemed to be winning this fight! While the town below would have to be repaired, at least there would be a town to return to. Suddenly there was a sound below she had never heard before, she looked down and saw what looked like some sort of small wormhole. Out of which came what looked like giant bugs, they quickly started to attack the guards with magical blasts from their horn, similar to the ones shot from the transforming giants she just fought. Her guards scattered as they were caught off guard by the sudden bug attack.

Along with the bugs came a gray giant with something purple glowing from its back. It soon morphed into a different form similar to the purple creatures, and that of the blue beast that had attacked her sister and her. It flew off in the direction of the palace where her sister was battling the blue beast.

Before she could move in to assist she was suddenly hit by some kind of blast that sent her falling to the ground. She managed to recover enough that she could land safely. She looked around for what had hit her, when she spotted the blue creature from before. It morphed into a giant similar to how the others had, but with some differences.

"Your sister was a challenge, but I doubt I'll have the same trouble with you." It stated.

Luna was then worried about her sister, when she last left her, she was going to battle the being before her now. Had this thing hurt her sister and the gray giant come to finish her off? She needed to go find her sister fast, but to do so she needs to get past the blue monstrosity in front of her. She charged her horn and began to blast at his head.

Dreadwing dodged her shots as best as he could, but instead of bringing his gun out to attack, he started throwing round discs at her which she either destroyed, or dodged. Unbeknownst to her, the ones she dodged attached themselves to whatever they landed on, a building, a cart, the ground, etc.

Dreadwing then charged at her in an attempt to grab her, but she quickly teleported out of the way. She reappeared by some buildings, just as Dreadwing had hoped! Although she was where he wanted her, he didn't move in time to avoid a blast from the co-ruler. The blast sent him tumbling into a building, but he recovered and grinned. He flipped open a device and pressed a button, which was followed by a series of beeping noises.

Hearing the beeping noise, she quickly looked around and saw the discs she had avoided earlier starting to flash at an accelerated rate. Next thing she knew they exploded, sending piles of rubble falling towards her! She managed to avoid most of them, but a piece of roofing landed on her. She was able to get it off, but it wasn't easy.

Suddenly a purple explosion at the castle caught her and everyone's attention. The next thing Luna saw was Celestia falling from the explosion.

"CELESTIA!!!" Luna cried out as she took flight towards her sister. She had to hurry before her sister went splat on the ground! Landing on the ground below, Luna quickly enveloped her sister in her magic to slow Celestia's rapid decent. With a sigh she managed to place her sister down softly before running to her side. She was still breathing so she was still alive; Luna released a sigh of relief.

"Celestia? Celestia wake up!" Luna shouted as she shook Celestia with her hoofs. With a few moans Celestia slowly started to open her eyes. It felt like she had just been hit by a mountain, when she tried to stand she felt a sharp pain in her right rear leg that made her fall back down.

"Celestia! Are you alright?" Luna asked in a worried tone.

"I think my leg is broken" Celestia winced.

Dreadwing then walked up with several insecticons. He looked up and saw Megatron come out of the new hole he had just created. He landed with a giant thump and turned towards the princesses. Luna didn't know what to do; Celestia needed medical treatment and was in no condition to fight. She couldn't take on both the blue giant and this new one, so looking at the sun, she was left with no other choice. She charged her horn with magic and turned toward her sister and shot her with a powerful spell. With a flash Celestia turned into some sort of golden energy and shot towards the sun.

Luna knew that when an alicorn is trapped in or on a celestial body, time becomes meaningless. So the only way she knew that would allow her older sister to heal and survive was by banishing her to the sun. It wasn't a permanent banishment, since she didn't have the elements she didn't have the capability for that, not that she wanted to anyway, but it would be 50 years before she would be free.

Megatron didn't know what just happened, but he'd worry about it later, for now the primary ruler was out of the way, which just left the blue one. However she seemed to have surrendered, so he knew the battle had been one so he turned toward Dreadwing.

"Call the warship, take her and everyone we've captured to the warship and lock them in a cell, but make sure it's separate from hers." Megatron ordered, Dreadwing nodded in acknowledgement. Megatron the turned to the troops that had gathered around, and after he assigned a group of them to help Dreadwing, he said to the rest "The rest of you, level this palace, I need a clear area for the mining crew."

Luna felt helpless as a new wormhole opened as she and the guards who had surrendered were herded into it. She watched as the giants and the bugs started to demolish her home as she entered the wormhole.

Author's Note:

Well there you have it! Canterlot has fallen and Celestia banished to the sun.

I didn't like making Celestia look weak and easy to defeat, but I wanted her out of the way.

In the next chapter, news of Canterlot's fall will reach Twilight and Ponyville.

This is again my first story, so if I went OOC, made grammar or punctuation mistakes, please let me know so I can fix them. Feel free to criticize so I know what to or not to do in the following chapters.

For those who read my story before the edits, you will recognize this as part of the previous chapter, with a little editing.

I hope you enjoyed it and look forward to you comments!

Comments ( 6 )

Just a little bit of comma errors, but still pretty epic. I look forward to reading the rest! :twilightsmile:

4656582 :facehoof: This is why I need/want an editor. Don't suppose you know one that could help me out do you?:trixieshiftright:

4656716 Sadly, I don't. But do you type first in Microsoft Word? That always helps me.

4657873 No, but that is an excellent idea though, thanks!:pinkiehappy:

4327687 Huh, *takes notes* thanks for telling Lord Megatron what will happen. Now the Decepticons can plan against that.

Shout out to anyone with transformers/mlp crossover stories ONLy. I am currently an editor in need of another story to fix contact me for questions
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If you need an editor just ask:twilightsmile:

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