• Published 8th Jun 2016
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Maximares Rising - Cydra



The Mane Six find themselves involved in multiple adventures throughout the Transformers multiverse with robotic bodies, trying to find each other and the reason they've been transformed.

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Return to Equestria

Maximares Rising

Chapter 12: Return to Equestria

Being imprisoned on the ship of a mad scientist like Cryotek is not an ideal situation. But it would seem that there was more to this ship than meets the eye. "You mean to tell us that this whole ship is a Titan?" asked Twilight.

"No, just the head of one," said Cryotek, "The Autobots wanted Trypticon in as many pieces as possible."

Pinkie looked up before asking, "So...where's the rest of him?"

"Out there," said Cryotek, gesturing at a porthole to his armada floating outside, "The Autobots took the many pieces of Trypticon and fashioned them into ships or ship parts. It took quite a long time to collect as many as I could, though some were lost beyond recovery. Fortunately, I have more than enough spare parts to make up the difference and add even more on."

"You won't be allowed to get away with this," snapped Dash.

Cryotek laughed. "The humans of this time are too busy rebuilding. By the time they realise anything's wrong, it'll be too late. Now, I think it's time for the guest of honor to awaken," said Cryotek before walking over to one of the computers and typing something in.

"Warning, stasis field lowered, consciousness suppression is failing," said the computer.

There was a hum before a loud angry voice roared "METROPLEEEEX!" before there was a pause.

"At ease, Trypticon," said Cryotek.

"Who is this?" demanded Trypticon, "Where is my body?!"

"It's me, Cryotek. Don't you remember me waking you earlier?" asked Cryotek.

"Vaguely. You didn't answer my question," snapped Trypticon before pausing, "Urgh...are those some sort of...cyborgs?"

"Just a few prisoners I've picked up," said Cryotek, "Beast modes have changed quite a bit since your day."

"It's disgusting!" snapped Trypticon before he ordered, "Re-attach my limbs now, Cryotek. I have a processor ache and I have a score to settle."

"Soon enough, just let me check if your terraforming functions are still operational," said Cryotek.

"Hey! Hands off! I'm not some Vehicon for you to order around!" snapped Trypticon, the screen flashing with 'access denied'.

"This is important. You want to get your missing parts back, don't you?" said Cryotek.

"Don't threaten me, you little tin can!" snarled Trypticon, angrily.

Cryotek sighed. "This is why I put you back into stasis. And back to sleep for you," muttered Cryotek, re-engaging the field before turning to face the girls, glaring at them.

"Maybe someone should point out to you that giving this guy a body is a really stupid idea," said Rainbow Dash.

Cryotek glared before, to everyone's concern, he began to smirk.

"You know, I was going to recycle you to fuel Trypticon, but you will probably be malware to him. And that'd be too fast a demise anyways for all the trouble you've given me," said Cryotek.

"What are you going to do to us?" asked Fluttershy.

"Well, since you've been wanting to return so badly, that's what I'm going to do. I suggest you enjoy your town while you can...before I have Trypticon bombard it," said Cryotek.


Thankfully, Cryotek's forces have overlooked Zercoa's place, considering it's deep enough in the Everfree Forest. It made an ideal place for the ponies who escaped the invasion to stay.

Spike looked around with the Junkions, seeing ponies from Ponyville, a few royal guards in dented armor and even a few sullen ponies from Canterlot and Cloudsdale.

He noticed there weren't very many unicorns among them. But if Cryotek was trying to drain magic, of course he'd start with the unicorns. Hopefully, the pegasi and earth ponies' subtle magics would be too difficult for him to extract.

His Predacon sixth sense was also pointing out the hostility aimed at them. It wasn't surprising. Cryotek's forces had, according to Mayor Mare, been running roughshod across the planet. The dragonlands and hippogryphs were holding out but were in no state to help anyone.

"I get the feeling this is the most help we're going to get," said Spike.

Discord appeared. "Indeed. I wouldn;t be surprised if this motley band are the last free ponies on the planet," he said calmly.

"Cryotek couldn't possibly have invaded the entire planet," said Koff, "He doesn't have enough bots for that."

"He brought alot of friends. The attacks were all over the world," said Mayor Mare gloomily.

"Perhaps he might not have enough to be everywhere, but he's certainly where it counts most," said Bonbon.

Spike looked over at some pieces of tech some ponies were trying to get to work, "Where'd you get that?"

"From that crashed ship where the weirdo lived," said Lyra.

"Weirdo?" asked Spike, before there was a flash of a familiar face. "Oh you gotta be kidding," he muttered.


The ship itself was a wreck, though small drones were trying to repair it anyway. "He lived here till a few years ago. You forgot him? He hung out with you, Twilight and her friends alot," said Lyra, some ponies trying to break open a chest that was marked as 'food supplies'.

"How could we forget him? Especially the girls? They've been travelling with him longer," said Spike.

"Well you were turned into a robotic battery," pointed out Discord.

"Well, I got upgraded since then," said Spike, "Why didn't he recognise us though?"

Discord said, "Well, he's not met you yet. It's a question that should have been asked of him, but then again, there's a reason I didn't mess with time."

"Huh?" asked Spike.

"Well, time isn't always synched between dimensions. It could have been the past version that you've met with, before he came to our lovely world," said Disocrd.

"Urgh...it's giving me a processor ache already," grumbled Koff.

"Don't matter cause we're still underbot," said Trub.

"No girls, no Matt, no backup," said Gryme, "Ain't lookin' good for us, guv."

There was a buzzing at that, a wall screen flickering to life, the words 'intercepted traffic' seen. "Well, that's interesting," said Spike.

"Maybe things might be looking up after all." suggested Discord knowingly.


Some are wondering probably how Matt ended up with that Division 66 team and if that's related to the strange signal. Well to know that, we need to dial up the way back machine...


24 hours ago...

"You got 10 minutes then we leave, you little tin toys. Find the girls. I do not wanna be locked up in the stockade again," snapped Matt as he was prepping the cargo ship to launch.

He switched off the communications before trying the controls again. "Come on," he muttered before hearing weapon fire, looking up to see a squad of marines and mechs backing into the room under fire from some Vehicons.

"Great, and me on an unarmed freighter," muttered Matt.

The controls lit up at that. "Hostile detected...arming offensive systems," said the computer.

"Offensive systems? It better not be ramming them," said Matt.

"Dorsal plasma cannon armed," said the computer, a small screen flickering to life to show crosshairs on the cargo doors, where the Vehicon troopers were. Matt thought about this. If he helped, he would probably be locked up again...then again...

If there was one thing Matt needed a constant supply of, it's stress relief. And what could be more destressing than blowing up some evil robots?


Director Sino fired a shot from her mech, vaporising a Vehicon's head. "Keep falling back!" she yelled, another mech yelling "Where to?" before there was a boom and a blue flash.

Once everyone had their senses back, they saw the large glowing dome of missing wall where the door was, a few smouldering bits where the blast had vaporised their attackers before Sino turned to see Matt through the viewport of the Q-ship they'd been headed for. "Son of a bitch," she chuckled. Her men immediately aimed their guns at the Q-ship. "Stand down, you idiots!" snapped Sino.

There was a whine of speakers before Matt's voice said, "Am I still under arrest?"


"I saw the whole thing on camera. That idiot started gloating as soon as he came aboard. He's heading for the secure wing. You're going to tell me everything you know. SOMEONE GET HIM A RAILGUN!" snapped Sino, her and her men on the Q-ship bridge.

"Ma'am, you really want to give him something that destructive?" asked one of her men.

"Are you kidding? He coulda let us fry down in the bay...and I doubt he has a death wish...right?" Sino snapped, aiming the last part at Matt.

"Uh, of course," said Matt, "Provided we're on the same page of who's friendly."

"Like I said, given it seems Mr. Dante told Command a pack of lies, you're going to tell me everything," snapped Sino as a trooper passed Matt a boxy pistol.

"It's going to take a long time to tell," said Matt.

"Ma'am, we have a feed from secure. The intruder's there...so are the subjects," said a trooper, calling up a feed.

Matt looked at the glowing diamond-shaped artifact Cryotek was holding. "That's what he was after the whole time?" he asked.

"Object 41. We found it the year before the war started...and that thing's been after it," said Sino.

A trooper listened via her headset. "Ma'am, I think Mr Lynch's stories got some merit," she said, passing it over.

Sino's eyes narrowed as she heard what was said. "Remind me to completely ruin Mr. Dante's future promotion hopes," she said coldly.

"So are we going to get them now or what?" asked Matt.

"Indeed we are." said Sino, before looking at several troopers, "Get a team together. I want every capable warm body down there NOW!"

"Ahem," said a splitter trooper meaningfully.

Matt looked around. "Wow...guess not all the rumors were true. Never seen this many...hey, Vulx are Combine!" he snapped, pointing to a Vulx trooper.

"Division 66 isn't picky," said Sino, "There are bigger problems out there than who comes from where."

"Wait...if this is NSC...what about the-" began Matt.

Sino snapped, "Classified. Now get ready, you're going with the team."


However, it was hardly a straight line to where the Maximares were. Not to mention the hallways were occupied with a lot of escaped prisoners.

"Self-destruct suspended. Reinforcements detected on decks 2, 9 and 15," said the computer, the group turning a corner.

Matt paused a little at the snarling wolfman who had been savaging somebody much less fortunate. "Hey, it's my bunkmate," said Matt.

The wolfman looked up at him. "Oh, by the Nine, not you again. WHY COULDN'T YOU JUST BUGGER OFF?" screamed the wolfman manically.

"You always have this effect on enemies?" asked one of the troopers.

"Usually," said Matt as the wolfman threw itself into a cell and locked itself in.

"Don't count on the rest of them being this easy," said the trooper, "You weren't locked up with every inmate."

"All teams, krylock detected in your sectors. The intruders released a horde of them," said a voice on the coms at that.

"What's a krylock?" asked Matt.

There was a reptilian shriek at that, Matt noting the troopers aiming in all directions. Just then, a rift in the air opened and a cobra's head came out of it. It revealed itself to be attached to the body of a scorpion as the monster emerged from it. "So it makes portals," said Matt, "How have you kept it imprisoned?"

"Don't ask! Open fire!" snapped a trooper as the head ducked back in, before a trooper screamed as it was impaled by a stinger and was pulled into a portal.

"So, do the portals go anywhere in particular?" asked Matt.

"Well, it's classified as a demon," said another trooper.

Another portal opened, a krylock jumping out only to be torn to bits by rail rounds.

The portal immediately closed once the krylock was dead. "Well, that wasn't so bad," said Matt.

"Don't be so sure," said a trooper, "It probably had family."

"Great...anything else?" snapped Matt, adding, "A xenomorph, maybe? Or Godzilla perhaps?"

"Does this facility look like it's big enough to hold-" started a trooper before some roaring was heard. "Hold on," said the trooper. Just then, a school of Sharkticons came running around the corner, gnashing their teeth.

"Oh you gotta be kidding. You had THESE THINGS?" muttered Matt, adding, "Wonder if they're the same ones?" before he took aim and pulled the trigger. The railgun recoiled enough to hit Matt in the chest. It also left a gaping hole through at least three Sharkticons in a row.

He got up unsteadily to see the others being blown apart from weapons fire. "Director, we're almost there," said a trooper.

"You had better be," said Sino, "They've opened up some kind of portal and we can't jam it."

The group ran round the corner to see a jammed blast door. "Someone get a melter charge!" yelled a trooper.

Sino snapped, "The subjects are being taken! MOVE IT!"

"Oh for crying out loud," said Matt before aiming his railgun.

Another trooper grabbed it and said, "Bad idea."

"Tough!" snapped Matt, firing and being thrown back, the shot bouncing off.

"You really think we'd make doors we can shoot through?" snapped the trooper, another putting a disc on the door which began to glow, the door starting to melt like ice on a summer's day.

"Anyways, a railgun is not an indoors weapon, not unless you're shooting it at someone," said the trooper.

"We're through! Move!" snapped a trooper, the group running through the now-open door and round the corner.

Matt almost shot when he spotted Gonder...no, it was Spike, judging from the eyes...and who the hell was that bot with him? "WAIT!" he called. However, Spike and the other bot were already going through a portal.

Matt looked around before snatching a trooper's communicator and throwing it through the portal. "The hell?" snapped the trooper.

Matt snapped, "If your tech's as good as the stories say, you can trace that."

"You know, he's right," said another trooper, "Quick thinking there. Assuming it doesn't get stepped on or anything."


As soon as Sino heard, she had every tech scanning. "I got a partial trace, heavy temporal distortion. It's at least 4 to 5 years ahead on the other side," said a tech.

"5 years ahead?" asked Matt, "Are we already too late?"

"Like hell we are!" snapped Sino, nodding to several troopers who saluted and walked out before she said, "I want my Macguffin back."

Matt seriously doubted this gizmo was really hers to keep, but he wasn't about to contest with her now.

"I want a fleet ready to go. Send probes. I've had enough of these tin cans," snapped Sino before looking at Matt, "I assume you'll want in."

"Well, I've come this far..." started Matt.

"Good." said Sino with a cold smile, Matt gulping.


"Uh, I can't help but think there must be a better way to do this," said Matt.

"Shut up, merc. Ok, men. Scans indicate this tin can's dug in like a splitter blood tick. There's surface to air plasma cannons under the enemy flagship just waiting to blow our boys away. Which is where we come in," commanded the captain, "While his forces are spread out to suppress the major powers on this planet, they are most concentrated at this particular location."

An image appeared of a small village near a forest. From what we can tell, there's camps like this all over the planet but something there earnt this place a full complement of troops," the captain continued.

"They have also built some kind of complex, but we're not yet certain of its purpose," said the captain.

"So, what's the op, cap?" asked another trooper.

The captain said, "Our main job's to reprogram or neutralize those cannons before the fleet arrives. If those cannons are operational when they arrive, it's all over. Everything else is secondary."

"So...no liberating the persecuted locals until we get to the cannons?" asked Matt.

"If the fleet can't do its job, it won't matter," said the captain before he snapped, "Ok...report to your pods. Drop in 3."

"Isn't there a better way to get planetside?" asked Matt.

"Yeah, we can shoot you out a cannon. Of course, if we get the aim wrong, you'd end up flying into the sun," said the captain.

"I'll take the pod," said Matt weakly.


Meanwhile, the Maximares were about to go for an uncomfortable ride themselves. Cryotek declared they were to die on their planet with the rest of their kind, but he didn't want to waste any of his ships' time by taking them down. So they were going down in an escape pod, one escape pod.

"Couldn't we have...used...a cargo pod?" Scavenger winced, leaning on the pod door.

"In hindsight, I suppose we could," said Cryotek.

"They need to have laid off the energon," muttered Scavenger, pushing again.

"Why you impertinent- OW!" yelped Rarity.

"Dirge, get the mass-displacement gun," said Cryotek in annoyance.

"Wait...I...got it," winced Scavenger, the door finally clicking shut.

"Finally," said Cryotek before looking into the escape pod's window which happened to have Rarity's face smooshed up against it. "Well, I could give you a little farewell speech about hopelessness and futility, but that took more time than I was expecting. So I think I'll just go for 'Goodbye and good riddance'."

The two watched as the pod was fired. "Where's it gonna land?" asked Dirge.

"Probably where all the action is," said Cryotek, "Speaking of which, I need someone to go down there and make sure the energon transferors are working properly. Trypticon will need a lot of fuel."

"Anybot in mind?" asked Scavenger.

"The five of you," said Cryotek, "The last thing I need is some rebels interrupting my power-up."

"Aw man," said Dirge and Scavenger in unison.

"Like I need these lightweights," said Blastcharge, "I can take care of any rebels by myself."

"Only if you're fast enough to keep up," said Mirage.

"Oh please. Nothing with wheels can match a flyer for speed," said Spy Streak.

Cryotek stared before snapping, "JUST DO IT! IF YOU IDIOTS LET SOMEONE DESTROY THOSE TRANSMITTERS, I'LL HAVE YOU THROWN INTO THE SCRAP CRUSHER!"

The five lieutenants flinched back at that. "And to make sure you work as a team, I have a little upgrade for you," said Cryotek before holding up the Enigma.


Unknown to the bots, they already had some trouble in orbit, a Division 66 frigate sitting under cloak.


"Why do I feel like I'm in a coffin?" whimpered Matt as his drop pod sealed.

"This is how the pros do it," said one of the troopers on the comm.

"The pros are dicks," muttered Matt, gulping as the pod was rotated around to reveal space and a planet below. He yelped as his stomach felt like it was left behind as the pod released, a cloud of them releasing from the ship above.

"Pod release is 100% green. Formation good...entry angle is positive," said a voice over the com.

Matt tried to say something, but his tongue got in the way. "What's the matter, Lynch? Never gone spacediving before?" asked a trooper's voice.

"Kiss my ass, you jackass!" screamed Matt before the captain snapped "Stow it there! Stay in forma-" before a green burst shot up, several pods vanishing.

"AA fire from the cannons! Break formation!" snapped a panicked voice.

"Break what?! Where are the controls?!" screamed Matt.

"Twin sticks! Yank them hard left!" snapped another voice, Matt seeing them and pushing them to the left, the pod moving, other pods moving away.

"Hey...picking up a NSC beacon down there. All units, alter heading on 310," snapped a second trooper.

"Wait, what?" asked Matt, turning his pod the other way.

"Keep in formation!" snapped a third voice before another burst of fire vaporized more pods, "Lynch, stay with the group! You'll be a sitting duck!"

"I'm a falling duck right now!" snapped Matt.

"All units, pop the air brakes! Landing in 5...4...3..." snapped the apparent leader, Matt looking in panic and pulling a red lever. He felt the most horrible lurching sensation as his pod dramatically decreased in speed.


Several sonic booms sounded over the rebel camp, ponies looking up to see several small fireballs coming out of the clouds.

"Oh, now what?" asked Mayor Mare in exasperation.

Most of the pods were just overshooting, but one, on fire, was spiralling towards them.

"RUN FOR COVER!" yelled Mayor Mare.

The object slammed into the ground, causing a huge fireball, bits flying everywhere, some starting smaller fires. At least nopony was close enough to be hurt, though several were knocked off their feet.

Gryme, however, called, "Put the fire out before a patrol see's the smoke." A few ponies started grabbing buckets of water and started going around, putting out the fires.


"We have a heat signature...bearing 44-1," said a Vehicon, looking at the combiner that was leading their team.

The Enigma of Combination was supposed to make perfect combiners out of any group of bots, but apparently this combiner was half-baked. Blastcharge was the one who formed the torso while Mirage and Dirge formed the legs. Spy Streak with his long grabber arm was the left arm while the right arm was mostly formed by Scavenger's excavator arm. And every one of his components could not stop complaining.

Blastcharge snapped, "All of you. I don't like this any more than you do. Let's just do the job and hope this wears off," before he snapped at the Vehicon, "How long till we reach the signature?"

"Uh, should be about 5 cycles," said the Vehicon.

"Would be far less if I wasn't attached to all this dead weight," snapped Mirage.

"You think you're being chained down?" asked Spy Streak, "We can't even fly in this ungainly form."

"What about those fragments that came down? The gun crews swear some of them tried to avoid their shots," said another Vehicon, only to be blasted.

"Our orders are to find these stragglers and harvest them. That is all," snapped Blastcharge.


One pod had landed in the shallows of a small river, steam rising. Several timberwolves were cautiously approaching it as it cooled. They'd watched a few other of the metal eggs land, letting creatures out. This one hadn't opened yet and was cut off from the rest of its kind. The timberwolves were quite curious about what these creatures might taste like. Their wooden mouths were salivating at the thought.

They took a step back as the egg began to open like the others with a hiss, a groan and the sound of...well...food making a return journey was heard, before a figure staggered out. The timberwolves tensed, prepared to pounce...and then got a good look at the figure's face.

Perhaps timberwolves were not the brightest beasts in the forest, but they could definitely remember the destructive and explosive intruder that had dwelt in their woods for so long. Two of them that had already pounced actually fell into each other as they tried to abort their actions. The pack fell over itself to get into the bushes and watched as the figure looked at its limb and staggered off in the direction of the rest of its pack.

They'd have to hope they'd find a less lethal prey...like a manticore or maybe a dragon with a headache.


Matt was vaguely aware of the sound of clattering woods, like if someone had dropped a large bundle of sticks. But he had a few more pressing concerns, like what the inertia has done to his innards.

"All troopers, call in," said a voice on his comm.

Matt wobbled before replying dizzily, "Is that you, Mr. Flibble? I don't wanna go on the rollercoaster anymore."

"Pull yourself together, Lynch. We've got a mission," said the voice in annoyance.

"I think my kidneys swapped places," groaned Matt, pausing as he saw two of the timberwolves peering out, who yelped, one in a panic taking a mouthful of berries from the bush it was in as if to say 'Look, we're vegetarians'.

"I may or may not be hallucinating," said Matt. Just then, his stomach decided to make its biggest complaint for last.

"Just meet up, Lynch. Switch to tracker channel 2," snapped the voice.

Matt couldn't reply right away. His mouth was busy with other matters.


Once he'd rejoined them, he could see that at least a third of the drop battalion were missing. "It's a damn mess!" snapped one trooper.

"But you've been through worse, right?" asked Matt.

"No, this place is in the uncharted sectors. There's no backup if we can't open a way for the fleet," said the trooper, several more coming into the clearing where the troopers were meeting up.

"Then we'll have to see what the locals can provide," said Matt.

"Sir, enemy pod detected. Looks like it's going to land a mile off," said another trooper.

"Let's find that NSC signal first," said the captain.

"It's gonna land on the signal," said the trooper.

The captain paused before groaning, "Well don't that beat everything?"

A roar was heard at that, the troopers and Matt all throwing themselves down as a Vehicon gunship flew overhead. "Any place has to be better than right here," said Matt.


The first warning the rebels got was when a missile slammed into a cluster of tents, Blastcharge's gunship screaming into view, Vehicons dropping from a hatch in the bottom. But this time, the ponies weren't as defenseless. The Junkions quickly opened fire on the Vehicons, even if their weapons were more on the lighter side. The gunship responded by firing its main cannon again, more Vehicons coming out.

"Where's Discord?" snapped Spike, slashing a Vehicon in half.

"He said somethin' about sensin' someone," said Trub.

"Of all the...DISCORD!" yelled Spike before a blast knocked him off his feet. Looking back up, Spike saw a towering robot that looked like Blastcharge, well, part of Blastcharge. "Whoa," said Spike, "Did someone run out of spare parts?"

Scavenger snapped, "I am not spare parts."

"Will you shut up?" snapped Blastcharge.

"Why should I? Those 4 bots are the only real threat," snapped Scavenger.

"Make that 2," said Koff before her sisters sped over and latched onto her. In a few seconds, Detrio had her blaster and blade pointed towards Blastcharge.

"Oh please," sneered Blastcharge, aiming his cannon.

However, Detrio sped at the larger combiner faster than he expected, slashing at Dirge's leg as she went by.

Dirge yelped in pain at that. "Hey! Try dodging!" he snapped.

"Why did I have to get stuck with him?" complained Mirage, "At least use someone fast for the other leg."

"How do you think I feel?!" snapped Dirge, "I've been Cryotek's right-hand bot for stellar cycles and what do I get? I should be the one forming the chest, not a foot!"

Spike and Detrio looked at each other before they both fired. The shots hit Blastcharge's hips, making him stagger. "Will you two stop bickering and keep me up straight?" snapped Blastcharge. He straightened up properly at that, aiming his cannon. "I'm gonna enjoy this," he sneered, before a sonic boom was heard above, everyone looking up to see an escape pod coming in for a landing.

"Oh, looks like we're ahead of them," said Spy Streak.

Spike stared, seeing a familiar face pressed up against a window in the pod. "You've got to be kidding," said Spike.

A second later, a blast knocked him and Detrio off their feet, partially stasis locking them. "All units, aim at the pod," snapped Blastcharge, before some sort of spire shot up, slamming into the gunship and sending it reeling from an explosion.

"What?!" snapped Blastcharge.

A second shot struck the gunship, blowing it apart before a hail of what looked like blue beams shot out, smashing through Vehicons.

Blastcharge roared with frustration before opening fire indiscriminately. Though he was noticeably lagging on one leg as Dirge was busy trying to get his comm work.


Meanwhile, Cryotek was getting his armada in position. The pieces had to be arranged for smoothest reintegration. But very soon, he would be able to start.

"Incoming transmission. Priority one channel," said the computer at that, Dirge's voice cracking through.

"Boss, we're under heavy fire down here. I'm not sure who from," said Dirge's voice.

Cryotek raised an eyebrow, "I'm more wondering how you're able to use your comm as a leg. You haven't separated, have you?"

"Not exactly...look we need backup down here before-" snapped Dirge before the line went dead.

"Shall I redirect forces from local occupation garrisons?" sked the computer.

"Might as well," said Cryotek, "But it will be moot in a few nanokliks. It's time to rebuild the greatest Decepticon army of all: the one-bot army of Trypticon." With that, he placed the Enigma of Combination in a special housing port he had built into the bridge's command chair. He then sat down in the chair, feeling rather like a king on his throne. "Begin the assimilation," said Cryotek as the Enigma started glowing bright.


"Director Sino, this is Captain Benson on Scout Ship 6. I'm monitoring unusual movement from the enemy fleet," said Benson.

"Unusual how?" asked Sino.

"They're...not moving like typical ships," said Benson.

"Clarify." said Sino.

Benson thought before saying, "A portion of the fleet seems to be moving on collision courses with the flagship."

"Captain, I'm noticing some odd activity from the smaller ships," said one of the crewmembers, "I think I can hack into their comms."

"Put it on." said Benson, the comms crackling before panicked cries came in.

"All ships, break formations! This is the Tsunami. What's happening...help...HEEEEELP! Mayday, something's...all ships disregard distress calls and realign to support formations."

"The ship isn't responding!" yelled another voice, "None of them are. It's like they have minds of their own!"

Then there was a more piercing scream followed by someone yelling, "Help! The wall is eating me!"

"Cut it off, I think we've heard enough. Director, I politely recommend we send a message to this era's NSC and order in a sanitization fleet for this star system," said Benson.

"Recommendation postponed. Let's see what we're actually up against first," said Sino.

"Sir, the ships are...changing," said a crewmember.

"They're all Cybertronians?" asked Benson.

"Uh...I'm sure if this is normal for Cybertronians," said the crewmember.

The ships were indeed unfolding, bending, and twisting, but they weren't turning into robots. Most of them were just linking up with each other.

"Ma'am, it looks like several of their ships are reconfiguring into...limbs. We estimate 35% of their fleet's been absorbed, including 7 of their 12 heavy battleships," Benson said, not even sure he could believe what he was seeing.

It was also becoming clear that these weren't typical limbs. For instance, the feet had individual toes that were made from smaller ships. And some had come together to form what looked like a tail. And as the ships combined, they also seemed to reshape completely, as if the hulls had become liquid metal. They were also getting a more uniform black and purple coloration.

"Ma'am...I think we need to hand this over to this era's NSC or Division 66," Benson said with concern.

"I'm inclined to agree with you now," said Sino.

Most of the armada had merged together to form a large body with a distinctly saurian design. The flagship was getting ready to dock as its thrusters extended out to connect with the rest of the neck. As the flagship settled in, additional changes occurred on it, namely the bow and keel opening up to reveal a giant mouth filled with sharp teeth. A pair of red optics opened up on the upper part of the ship as a deep voice said, "Trypticon...online..."

"I'm making the call. We still have the numbers to do this. Send a message to our ground team: priority one. Those cannons are to be taken intact," snapped Sino.


The skirmish didn't last long after the pod had landed. With most of his bots offline and his ship compromised, the Blastcharge combiner decided to retreat. After that, everyone was trying to assess the situation, starting with getting the Maximares out of the escape pod.

There was also the problem of the black armored humanoids coming out of the treeline. Spike and Detrio weren't inclined to think they were friendly, the way they were glaring at them. The girls' views were still to be tallied. "You know, I used to think it was funny the way all those clowns could fit into one tiny coach," said Pinkie Pie as she was trying to climb out.

There was a clunk as she got free, the door giving up and falling free as well. Most of the newcomer troopers tensed up at that, except for one, the only one in a different colour. "Everybody...hold fire..." panted the other trooper in a familiar voice.

"Lynch, butt out!" snapped one of the black armored troopers.

"Matt? Is that you?" asked Applejack.

"Yeah...I have to say...the welcome from your planet SUCKS!" said Matt.

"Well it's better than last time," said Lyre.

"I'm sorry, what?" asked Matt.

Then Twilight looked over at the downed ship and said, "Say, how long has that been-" Then she and the other Maximares clutched their heads as an unexpected burst of memories hit them.

"It's an old Skyraid-class. I own one myself back home. Nothing special," said Matt.

"But...that's your ship...ain't it?" asked Applejack, "How could Ah have forgotten about that? How could Ah forget about you?"

The lead trooper snapped, "Sergeant Lynch, take a squad and secure the perimeter. Security in this camp would be laughable if it wasn't pathetic." Matt blinked before nodding, leaving with half a dozen troopers before the captain turned on the Maximares who, despite being perfectly capable of annihilating him, took a step back. "Are you insane? Ever heard the saying 'no spoilers'? It's bad enough you idiots are from the future but do you honestly wanna screw up your past too?" he snapped angrily.

"Wait, what?" asked Rainbow Dash.

"He's not met you left. This entire team's gonna get a mind wipe once this is over," snapped the captain.

"Allow me to explain," said Discord before he and the girls poof to the other side of the clearing, near the crashed ship. "By the way, girls, very interesting new look. Though I'm more of the au natural type myself," said Discord.

"Discord, what's going on?" asked Rarity.

Discord said, "Twilight knows, she's seen the damage messing with the past can do."

"But...we should have recognized Matt before," said Twilight.

"Unless Cryotek blocked our memories of him too," said Fluttershy, "He probably blocked all our memories regarding aliens so we'd be more helpless."

"Most likely. For all we know, this planet's a NSC protectorate in this time," said the captain.

"I don't think we can rely on them for help," said Twilight, "So, what do we have?"

"You have us," said the captain.

"You also have us," said Mayor Mare, "I mean, with your help, we should be able to deal with what's left of their forces in Ponyville."

There was a buzz at that, the captain looking at his comm. "Ground team. New orders. The plasma defence cannons are to be taken intact. X-K class cyberform is in orbit. Repeat: X-K class. Modify mission protocols as required," said a male voice sternly.

"X-K? Never heard of that class," said a trooper.

"It means apocalyptic threat level," said the captain grimly.

"You suppose that means Cryotek has brought Trypticon together?" asked Pinkie Pie.

"No doubt," said Twilight, "I think we may be over our heads. If only we didn't lose the Enigma." The girls paused at that, seemingly zoned out before Twilight said to the captain, "We need to go somewhere."

"Whatever it is, it can wait," said the captain brusquely, "We'll need all the firepower we can get if we're going to take those plasma cannons."

"And our going is the only way you're going to get enough firepower," said Twilight.

The captain glared before he said, "No way you're going without an escort and this camp needs to move. Some of those tin cans escaped and you can bet your ass they're reporting this camp's location to their command."

"You know you don't have enough men to deal with all those Vehicons," said Twilight, "And your ships in space won't stand a chance against Trypticon. We're the only ones who can get you the reinforcements you need."

"I never said you shouldn't do it. I said you're going with an escort," snapped the captain.

"Then we're takin' Matt," said Applejack.

"That mercenary? Fine, your lookout," snapped the captain, before walking off, yelling into his radio.

"You think we oughta give Matt a head's up of how he's gonna land here?" asked Applejack.

"We probably ought to warn him to stay away from that pearl," said Rainbow Dash.

"We can't do that," said Spike behind them at that in a stern tone.

Twilight nodded weakly. "Remember when Starlight found that old Starswirl spell?" she said, before going on to explain what she'd seen on her travels, the different timelines that had gotten steadily worse till the three had met in a blasted wasteland devoid of life, all due to Starlight Glimmer messing with history.

"And that was just messing with one world's history," said Twilight, "We'd be messing with at least two, maybe far more."

Discord said, "You'd be messing with a billion worlds, many not even from this universe."

"But he's going to forget all this, right?" asked Pinkie.

"Who could forget this madness?" asked Rarity.

"He will, as long as you let those other humans wipe his mind of this entire adventure," said Discord.

"But..." started Fluttershy.

"Don't worry. I'm sure the next chronological time he visits, he'll be able to remember everything," said Discord. Then he gave a big grin and said, "Ooh, I'd like to see that."

The girls gave discord a suspicious look as Matt came into view. Matt walked over to the girls and asked, "You ever feel like you're watching a sequel to a movie you missed?"

"Yeah...it's probably nothing," said Spike pointedly.

"Uh...so where are these reinforcements coming from?" asked Matt.

"Come with us and see," said Rainbow.


"Ok...now I KNOW this is familiar," said Matt, looking at the castle ruins.

"It's not that important," said Twilight, "Come this way."

Matt paused before following. The group went down into the gorge before entering a grotto where the Tree of Harmony grew. "Wait...this is it?" said Matt, walking towards the tree

"Please don't touch it," said Twilight, "It's sensitive."

Matt rolled his eyes. "It's a tree," he said, before pausing and amending "It's probably harmless." reaching for it only to flinch back as roots shot up, one wrapping round his wrist, firmly holding his hand in place.

"That said, I wouldn't dream of hurting such a magnificent and beautiful example of flora," said Matt.

Discord, who was leaning against the entrance to the grotto said dourly, "It's too stiff in my opinion." The root finally let Matt's wrist go, Matt jumping back.

"Hard to believe Nexus Prime stood here over a thousand years ago," said Fluttershy.

"And much has changed since I've last seen it." The Maximares looked around in confusion before a transparent apparition appeared before them.

"Nexus Prime, is that you?" asked Twilight.

"Well, not fully," said Nexus, "There was enough power in the tree for me to partly manifest here, but I'm still many universes away from where you are."

Matt seemed confused, "Erm...who are you girls talking to?"

"Nexus Prime, the guy who's the true owner of the Enigma of Combination," said Dash.

"The what?" asked Matt.

"That bauble that Cryotek stole so he could rebuild Trypticon," said Rarity.

"Oh...erm...why is that name familier?" muttered Matt.

"You're thinking of Vector Prime, darling," said Rarity.

"Uh..." started Matt.

"Chronological displacement?" asked Nexus.

"Yeah. He's a few years behind," explained Twilight, Matt snapping "OI!"

"So, I suppose you're here to give us some big power-up so we can stop Cryotek and Trypticon and save the world?" asked Pinkie.

"Well..." said Nexus hesitatingly, "I would help if I could, but I'm still many universes away from getting to your world and I don't think I'll reach there in time."

"Then how can you help us?" said Twilight in shock.

"You already have the power inside you," said Nexus.

"You know, Ah love these kinda pep talks, but Ah think we need a little more somethin' than the power of friendship," said Applejack.

"No really, you have the power inside you," said Nexus as the Maximares' insignias glowed.

Matt yelped as a pair of shades appeared on his face, looking down to see he was in a black suit, looking over to see Discord dressed similarly.

The six Maximares floated up as they started transforming. Applejack and Pinkie Pie compacted on themselves as sockets opened in their backs. Rainbow Dash and Fluttershy extended slightly as their legs became longer before clamping to themselves. Twilight both unfolded and compacted, her body taking more of a stout form. Her left leg plugged into Applejack while her right leg plugged into Pinkie Pie. Her arms moved back as Fluttershy became her new left arm and Rainbow Dash her right. Rarity contorted before plugging into Twilight's chest, which filled up the torso. Golden light streamed from the end of the new limbs, forming new hands and hoof-shaped feet. A ball of golden light shined on their shoulders before a golden equine head appeared. The combiner spread out her wings, which were made up of Twilight's, Rainbow Dash's, and Fluttershy. "Arise, Equinaut," said Nexus, "You are the living embodiment of harmony."

"Flashy," said Matt.

Discord said, "Show off."

Equinaut stretched out her arms in a heroic pose...before she started losing balance. "Whoa, whoa, whoa!" she yelped as she tried to keep from falling over. She pinwheeled her arms, but it was pretty clear she was going to fall, away from the tree fortunately.

Matt hadn;t survived this long in his job by not spotting incoming pain, and as such ran out the way just before the combiner landed on Discord. "Ow..." squeaked Discord.

There was a flash and the Maximares were in a pile on top of Discord. "That...was not as easy as it looked," said Twilight.

"It takes practise, but you will learn." said Nexus Prime kindly.

"We don't have time for that," said Rainbow Dash, "Cryotek has the Enigma and Trypitcon's fully assembled. And even if we can figure out this combining thing, I still don't think we'd be big enough to take on a gigantic Titan."

"I agree...but I believe you met someone big enough..." said Nexus Prime with a knowing smile.

Twilight could only think of one person who Nexus could be referring to. "Well, maybe, but he's in another universe too," said Twilight.

"He's not as far as I am and I can help you summon him quite easily," said Nexus.

"You can?" asked Applejack.

"Yes, but you're going to need a lot of open space for this," said Nexus.

Discord grinned "Space you say?" readying a finger snap.

"Hey, let's keep it within a breathable atmosphere," said Matt.

"You weren't even listening to all of our conversation," said Pinkie.

"I know someone who twists words when I see him," said Matt.

"Oh please, I'm not going to risk a paradox," said Discord loftily.

"Wait, we won't be able to keep in contact with you if we move away from the tree," said Twilight, "How will we be able to summon him?"

"Don't worry, I'm giving you all you need," said Nexus, putting one transparent finger to Twilight's horn. Twilight shook as she felt knowledge of advanced communications entering her mind, and where to focus it

"Now go," said Nexus, "And remember; the greatest power you have is in each other." With that, his image disappeared.

"So...what did tech support say?" asked Matt.

"Well, first of all, we need some more elbow room," said Discord before snapping his fingers.

A minute later, the group were in the middle of the Apploosan desert miles away, Matt for some reason blackened and gibbering. "That's odd," said Discord, "I didn't do anything different than normal."

"It happens," gibbered Matt before falling backwards.

"Ok, girls, I'll need a little more power if I'm going to get a signal across dimensions," said Twilight.

"Ok...that's impossible," said Matt.

"I've had a lot of things proven possible to me during this journey," said Twilight.

"Lets just hope nobody in orbit's listening," said Matt nervously.

Then rainbow-colored power started flowing from the other Maximares to Twilight. Her eyes and horns glowed white before she let out a pulse that vanished in the blink of an eye.


On Nebulos, Fortress Maximus had, since the weird pony bots had left, seen alot more company. Being bonded with a member of the Nebulon army meant that he technically had a job again. For the first time in years, he had a use.

But it didn't feel like much of a use. A war machine like him didn't have much use during times of peace. Even the Quintesson invasion had already ended before he could get involved. And Fortress Maximus was still getting used to his new Headmaster and Llyra was much different than Galen.

"Urgh...It's nice having a crew and a partner again, Lyra, but don't you wish something would happen to break the tedium?" asked Cerbros her over their link.

"Peacetime is hard-won. You of all people should know that," said Llyra.

"That is true," said Cerebros, "But I would have thought there'd be more to do without war."

"My advice; enjoy peace while it lasts. In my experience, there's always another war," said Llyra before Cerebros paused, hearing a faint voice, just out or legibility.

"Did you hear that?" he asked, the voice heard again, a little louder. "Let me adjust my receptors," said Cerebros.

"Hello? Is this Fort Max?" said a familiar voice.

"Wait, I know that voice," said Llyra, "Is this Twilight Sparkle?"

"Oh thank Celestia. This is the third try and I was afraid I might need to magic away Discord and Matt's mouths if they laughed again," Twilight said before adding, "We need your help. Cryotek's at our homeworld. He's rebuilt Trypticon."

"Who's Cryotek?" asked Llyra.

But Cerebros was more concerned. "Trypticon is back?" he asked.

"Yes, he's in orbit of our planet. Please, we need help." said Twilight urgently.

"How far is it to your planet?" asked Llyra.

"It's...we're sending you coordinates to a wormhole that will work," said Twilight before saying, "Please hurry."

"Analyzing coordinates," said Cerebros, his supercomputer mode lighting up as he processed the data. "Oh, another universe. We'll need to fire up the space bridge," he said.

Llyla said, "I'll call Command. Going alone sounds like a bad idea."

"We'll need as much reinforcements as we can get," said Twilight.

"Hmm...anyone in particular you had in mind?" asked Cerebros.

"Anyone you can find," said Twilight, her voice starting to crackle.

"Just a moment, I'm picking up others," said Cerebros. His screens blinked pink, blue, white, and yellow as he received and processed more data. "Where's Applejack?" asked Cerebros.

"Matt laughed again," said Twilight dully, adding, "Applejack's explaining that it's not nice to laugh at people's expense."

"Well, your friends have some good recommendations," said Cerebros, "We'll bring them along."

"Ok, again, please hur-" began Twilight before the line died.

"She must have had a power boost to even call that long," said Llyra, adding, "Command says we can have a dozen or so ships but that's it. Any more and Earth'll butt in."

"I just hope that there isn't much between us and Trypticon," said Cerebros, "He'll be enough of a handful on his own."

"Fingers crossed," said Llyra.


"I lost it," sighed Twilight.

Matt, from where he was tied to a rock, said, "Our ship's need a dedicated power generator for interdimensional calls. Be proud you lasted that long. NOW SOMEONE UNTIE ME!"

"So what now?" asked Rainbow Dash.

"We can only wait and hope they get here soon," said Twilight.

"We get those cannons and call in the fleet," said Matt as Fluttershy untied him.

"That may not be enough to-" started Rarity.

"Girls, I think we need to move this conversation elsewhere," said Discord.

A gunship screamed into view out the sun at that, a missile fired at the group, scattering them and letting it disgorge its cargo of troopers.

"Didn't Cryotek merge all his ships into Trypticon?" asked Pinkie.

"Probably not all," said Twilight, "He probably left some in reserve."

"JUST SHOOT THEM!" yelled Matt over the gunfire before giving a whimper, looking down to see a smouldering pile of fabric. "My hat..." he said in a tiny voice, his left eye beginning to twitch.

Discord spotting that and muttered, "Uh oh...biiiig mistake.", clicking his finger and him suddenly being in a foxhole in a WW2 uniform as Matt said in an angrier tone "WHO SHOT MY HAT?" before a second blast from the gunship narrowly missed him.

"It's just a-" started Rainbow Dash before Applejack covered her mouth.

"Ya know better than that," said Applejack.

"You shot my hat," said Matt in a gibbering voice, one Vehicon taking a potshot at him and getting its head blown clean off before Matt unslung the tube across his back. "That's it, you can shoot at me all you want, BUT NO TOASTER SHOOTS MY HAT!" he screamed, firing the tube at the gunship, a red beam lancing through the bridge screen and out the roof at an angle. The ship lurched to the side before crashing, intact, on top of most of the Vehicons, shrouding the area in sand clouds.

Despite the crash, not every Vehicon perished. There were still two alive. "Ok, it was only a simple organic. We can get him if we rush him, right?" asked one.

"You kidding? He took out our entire squad and our air support with one shot. We're not equipped for that level of crazy," snapped the other, shaking his companion in a panic.

"You know that Blastcharge would dismantle us for deserting," said the first Vehicon.

"Well he's not here. That lunatic with the laser is though," said the second Vehicon.

A beam shot between them, both turning to see Matt swearing and adjusting his aim, one of the Vehicons screeching "RUN AWAY!", the two transforming to vehicle mode and driving off in a panic.

Applejack blinked before saying, "Ok, we got rid of those varmints, but we've still got a lot more waitin' for us back at Ponyville."

"And we gotta get past a small army." said Matt thoughtfully, before looking at the mostly intact dropship.

"No way it'll be that easy," said Rainbow Dash.

"You got a better idea?" asked Matt.


"Lynch, this is a stupid idea," said Captain Greaves, looking at the dropship that Discord had teleported back with the group.

"It worked on the Trojans," said Matt.

"Because they were the first people to fall for it. Everyone else would see it coming a mile away," said Greaves.

"Have these guys even heard of the Trojans?" asked Matt.

The Maximares exchanged unconvinced looks. "Assuming this gets us close to where they're based, do we have enough firepower to seize it?" asked Twilight.

"We don't have a choice, fleet won't wait. We got a couple of hours," said Greaves in an annoyed tone.

Fluttershy sighed and said, "Too bad. We could use all the help we can get."

"SIR...INCOMING!" yelled a trooper looking at a computer, stormclouds forming.

"What is with the crazy weather on this planet?" asked Greaves.

"Incoming jump point!" yelled another trooper as the air seemed to distend.

There was a loud cracking sound like thunder and a thick smell of ozone that preceded a bright flash of light. When the light faded, four new figures were there, looking rather confused. Then the female one looked over and asked, "Tigatron?"

"Airazor?" he responded.

"Tigatron? Airazor?" asked the third.

"Cheetor?" asked Airazor.

"Cheetor," confirmed Tigatron.

Cheetor looked at the fourth one and said, "Uh..."

"Icebird," said the large owl in annoyance.

"GUNS UP!" yelled Greaves, dozens of laser sights aimed at the group before Matt yelped "Friendlys! Hold your fire!"

Pinkie Pie, Rainbow Dash, Rarity, and Fluttershy were already running over to the new arrivals. "You're all here!" said Pinkie excitedly.

The three Maximals and one Mutant turned to look. "Oh, you. I might have known," said Icebird, sounding slightly perturbed.

"Ok, for those of us who are a little behind, let's have some introductions," said Matt.

"Matt, you've already met Cheetor and Airazor," said Rarity.

"Uh..." said Matt uncertainly.

"She was in Axiom Nexus...but I suppose you don't remember much of there," said Rarity.

"No...not really," said Matt faintly.

"Well, you didn't meet Tigatron and Icebird on prehistoric Earth, not directly," said Rainbow Dash, "You guys did make it back to Cybertron, right?"

"Yes, but things didn't happen as we expected," said Tigatron.

"Megatron?" asked Fluttershy.

"We didn't even get involved with him," said Icebird bitterly, "We were sent on 'important quests' by the Oracle. We only learned too late that most of them were fools' errands engineered by the Quintessons. Many were lost, including Dinobite and Leatherhide."

"Quintessons? Was Cryotek involved in their invasion?" asked Twilight.

"How did you know?" asked Tigatron.

"Well, he boasted it to us," said Pinkie, "Long story short, whatever happened to him, his future self made us into robots, used us to find the Enigma of Combination. And now he's reassembled Trypticon who's up in orbit."

"Trypticon?" said Cheetoh with concern.

"Yeah, we need all the help we can get," said Dash, "That's why we asked Fort Max to bring you here."

"Just a moment," said Airazor, "Fort Max? As in Fortress Maximus?"

"Yeah," said Dash.

"But he hasn't been seen since the end of the Great War," said Tigatron.

"Well, it's a good thing we found him when we did," said Applejack, "Ah reckon nobody else is big enough to tackle Trypticon."

"If he gets here in time," said Greaves, adding, "This changes nothing. Those cannons need to be under NSC control."

"What cannons?" asked Cheetor.

"Several plasma cannons that are pointing up towards space that'll keep the fleet from coming in to fight Cryotek's forces," said Fluttershy, "We need to take those cannons so we can use them on Trypticon."

"We take the cannons, our fleet can finish the job," said Greaves.

"Against Trypticon, I'm pretty doubtful," said Airazor, "Trypticon is as tough as they come. But they might soften him up."

"It's better than nothing," said Matt.

"And you can count on all of us, right?" asked Tigatron, directing his question towards Icebird.

"If it involves destroying Megatron's work..." started Icebird.

"Cryotek's, really," said Applejack.

"Close enough. He helped developed the virus that robbed my fellow Mutants of their robot modes. I'm in."

"Well, that dropship can get us in," said Matt.

"Possibly get us in," corrected Greaves.

"It'll only need to get us so far," said Cheetor.

"Whatever we do, we're on the clock. Fleet moves in within the hour regardless," said Greaves.


During the short flight to Ponyville, some of the passengers had a chance to catch up. "So, you ended up in Axiom Nexus for how long?" asked Tigatron.

"I'm not really sure," said Airazor, "Felt more than long enough working for the Freelance Police Legion. Heh, I bet they're going crazy trying to figure out where I disappeared."

Twilight meanwhile looked down in horror. The town below had taken more than a few blows, just her castle still standing. A few ponies could be seen, fleeing into one of the few intact buildings as the dropship went overhead.

Worst of all was the prison camp that was set up near the dam. Considering the energon transmitters were also there, it was probably also where the ponies were being drained of their magic.

"Lotta lifesigns," said Cheetor, who was at one of the controls as they went over it before the comm buzzed.

"Unit 291, you aren't due back from patrol yet."

The passengers glanced at each other. There was an unsaid question: who would sound most like a Vehicon reporting in?

Matt grappled up to the comm, cleared his throat and before anyone could stop him, said in a surprisingly passable Vehicon tone, "We got some prisoners out in the desert. Dozen or so of those organics Cryotek wants drained and some sorta...mix of a thing. Lotta energon from him."

"Wait, how'd you bag all of them?" came the reply.

"We caught 'em unaware. They thought they could hide in some cave system. Scanners picked em out bright as day," said Matt.

"Ok, you got the drop on them, but how did you catch them?" asked the Vehicon on the comm.

"You kidding? We caught them asleep of all things. These organics...so overconfident," sneered Matt.

The Maximares glared at Matt. While the deception was necessary, he didn't need to make them sound so feeble.

There was a pause before the voice said, "Ok, come in for a landing. We're sending a team." The ship cleared the dam to see the main camp, three huge cannons pointed skyward and several silos nearby, as well as a control tower and several buildings.

Matt mouthed at Cheetor, asking where the weapon controls were. Cheetor looked over the controls before pointing them out.

Matt quickly pressed the shown buttons, several target reticules appearing on the buildings and tower. "Unit 291, what in the Allspark are you doing? Break lock!" yelled the voice on the other end.

Matt dropped the disguise, "Sorry...loose trigger." before he slammed on the fire button, a hail of plasma blasts and missiles carpet bombing the apparent barracks and blowing the control tower to pieces.

"Go, go!" yelled Greaves as the doors for the dropship opened.

As soon as they were open, Tigatron, Airazor, and Icebird flew out. "Interesting jet mode," said Tigatron.

"Well, a falcon's not as useful as you think in the big city," said Airazor, "But mostly, there just aren't many bots wearing beast modes."

The few Vehicons seen were mostly in a panic, and as such were easy prey. "Area secure, though the control bunker's intact. Could be some in there," said a trooper.

"We're not stopping here," said Twilight, "Maximares, maximize!"

"Squad, move up!" yelled Greaves, the troopers running forwards alongside, before the bunker opened and a hail of gunfire shot out. Coming out of the bunker were Tanks, Assault Trucks, and Demolition Drones, more heavily armed and armored.

"Take flaaank!" yelled Greaves before a blast hit his squad, vaporising them. The rest of the troopers scattering for cover as the rest concentrated fire on the Maximares and Maximals.

Icebird swooped over them, causing a few Vehicons to look up. Then he swooped down at them, diving like a bomb. The Vehicons were amused at this owl trying to attack them, right until he turned into a polar bear in midair. Two Vehicons were torn apart in seconds, the others backing up to fire only to be fired on by Airazor, taking out more.

Matt got on his comm and said, "Spike, junk girls, you're up."

The Vehicons heard a roar at that, turning in time for one to be melted by a blast of flame as Spike, in his dragon form, swooped down on them.

They also heard the gunning of motorcycle engines as the Junkions sped onto the scene. They quickly formed into Detrio before opening fire on them.

Cheetor and Tigatron were fighting side by side among the Vehicons. "Just like old times, right, big cat?" asked Cheetor.

"You have grown much stronger since then, little cat," said Tigatron.

"Someone hit the alarm!" yelled one of the Vehicons, one running back for the bunker only to gag as three railgun rounds from the troopers went through its spark chamber.

Meanwhile, the Maximares were fighting their way towards where the prisoners were being kept. The guards here were trying to call for backup when the 6 arrived, though it helped the girls that the backup and communications had gone up in smoke when the nearby cannons, their nearby backup and their comm tower had been blown to pieces.

"Ok, once we free the ponies, Trypticon should be cut off from his power supply, right?" asked Dash.

"He should be," called Twilight, blasting a Tank Drone taking aim at Rarity.

"We better hope Trypticon hasn't fully charged," said Rarity.


Meanwhile, out on the edge of the system. "Sir, we're picking up weapons fire at the firebase. Looks like the teams in," said a crewman.

"About time," said the captain, "Once we turn the cannons on that monster, it'll be all over."

"Sir, incoming jump point, matches space bridge technology. It's right off starboard," said another crewman in a panic.

"He must have summoned reinforcements," said the captain.

"Incoming does not match Cybertronian designs. We're being hailed," said a third crewman.

Director Sino walked in, "On screen, lets see who these people are."

"Translators processing..." said the computer before the image of a green-skinned man appeared on the screen.

"Greetings, we are Nebulos Defense Command. We suggest you clear the area while you can," said the man.

"This is Director Sino of the Nullspace Security Coalition, Division 66. You have entered a free fire zone and a military operation is about to commence," Sino said coldly.

"You don't understand," said the Nebulon commander, "There is about to be a literal clash of the Titans."

"We're aware of the XK-class lifeform orbiting the nearby planet. My ships are here to neutralize it," said Sino, before a tech whispered to her "Another signal is approaching...another XK-class."

"You do not what to get in Fortress Maximus's way," said the Nebulon commander, "If he doesn't stop Trypticon, nothing will."

"Confirmed...it's a big one," said the same tech.

Sino glared, "I have personnel planetside. If you think I'm leaving them, commander, you are sorely mistaken."

Just then, one of the techs on the Nebulon side said, "Sir, Fortress Maximus is showing depletion of energon level. I think the space bridging has drained his reserves."

Sino grinned at that, the grin of a card shark knowing they had a winning hand. "Commander, it seems we may be able to help after all. My team seems to have secured enemy reserves of energon at last report."

"It would be greatly needed, but Trypticon would destroy Maximus before he can get to it," said the Nebulon commander.

"We also have control of their air defence cannons, or will shortly," said Sino.

"I don't think Trypticon can be felled that easily," said the Nebulon commander.

"But it might give us a chance to keep his attention," said Sino.

"We can only hope to buy Maximus enough time," said the Nebulon commander.

Sino looked at the captain, "Signal the fleet and ground teams. We're moving in."


While the Vehicons were being fought, the Maximares were busy getting to where the ponies were kept. Fortunately, the guards were more preoccupied elsewhere. "Ok, this is it," said Twilight.

"Twi, whatever you're doing, hurry up. We got the cannons, but the fleet's moving early," snapped Matt, adding, "You gotta get those civvies out of there and help us. We got heavy in-" before the line was cut off by an explosion.

"No time to wait," said Twilight before shooting out the lock.

The door swung open, a Vehicon looking up. Looking at the various guns pointing at him, he threw up his hands and yelled, "Don't shoot! I'm unarmed!"

The ponies glared, more so as the lights came on to show hundreds of booths, glowing lines going into the ceiling. "That's about enough booths for every unicorn in Ponyville and Canterlot," said Rarity.

"If not more," said Fluttershy.

"Only if they haven't started draining pegasi yet," said Rainbow Dash.

"Or earth ponies," said Applejack.

"Huh, they have far less power. Lord Cryotek wanted energon," sneered the Vehicon, moving back towards a console before Twilight saw three larger booths.

"There, the princesses," said Twilight, pointing.

The Vehicon grinned as the six ran over, backing up further towards the communication console.

"Don't worry, we'll get you all out," said Twilight as she scanned the pods.

The Vehicon immediately hit the communicator. "Lord Cryotek, they're here-" before a blast took his head off.

Spike stuck his head into the lab and said, "Thought you girls might need some backup." He spotted the princesses at that. "Oh no," he muttered.

"Twilight, I'm pretty sure everyone's still alive," said Fluttershy, "But they're probably still very weak."

"But...but we can't just leave them," said Twilight, before more explosions were heard, from the cannon base.

"I'm not sure if we can get everyone away in time," said Fluttershy.

"Twi, we need to help the humans. If the cannons are taken..." Spike began kindly.

"I know, but we can't leave them vulnerable like this," said Twilight.

"They're safer here than you'd think," said Spike, more explosions heard.

"Good point," said Rarity, "This may be the safest place around."

Twilight took one look before heading for the door.


"Fall back!" yelled Matt, pulling a half-dead trooper behind cover as a Vehicon jet drone strafed them. They shoulda expected that the crew had sent for backup before coming out to fire. By luck, the team had gotten the cannons reprogrammed first.

Even so, the Vehicons were coming in larger numbers than expected, especially when that Blastcharge combiner showed up.

"They're winning, boss...aren't they," groaned the wounded trooper, one of his arms gone.

"Like hell," muttered Matt, firing his laser cannon at the jet, sending it spiralling down.

The Maximals have started to lose ground, especially after Airazor was shot in the leg. Or maybe it was one of her nosecones. Matt wasn't looking when it happened.

"How many of these assholes are there?" snapped another trooper, blasting a Tank Vehicon to pieces before a beam sliced him in half.

"They didn't set up an assembly factory, have they?" asked Cheetor.

"Hell if I know. They have a small fleet in orbit," snapped Matt before pausing and muttering, "In orbit." Matt looked up at the large ship overhead that the combiner had come here on, the one that was still spewing out Vehicons. "That's where their assembling line is," said Matt.

"Sir, fleet on the line. They're moving in and demanding cover fire," yelled a comm trooper.

"Get those cannons pointing skyward!" snapped the acting commander.


Blastcharge laughed as he fired a missile into a group of troopers before he heard a deep rumble, one of the cannons slowly turning to aim at the factory ship overhead.

"Hey! Stop that cannon!" he yelled, pointing his left arm at the cannon.

"Hey, you're using up all my missiles!" snapped Spy Streak.

"And you've just been using me for smashing," said Scavenger, "I can shoot too."

A second later, there was a deafening boom that almost blew out the combiner's audio receptors, coupled with an explosion as the factory ship began to break up.

"No! You idiots! You let them destroy the factory!" yelled Dirge.

"Sir...incoming targets from the syphoning center," snapped a Vehicon.

"Now what?" snapped Blastcharge.

"You can surrender," said Twilight's voice.

The combiner turned to glare at the Maximares. "I knew we should have terminated you before," said all of its components at the same time.

"Well now's your chance," snapped Dash.

The combiner roared before trying to smash them with its fists. The Maximares ran around him rather easily. "Remember when we fought Abominus. Aim for the joints," called Rarity.

"You stay away from my joints!" snapped the Vehicon combiner.

Applejack and Rainbow Dash decided to be a little more direct in their attacks, aiming their shots at the combiner's head.

"Ow! OW! OI!" snapped the combiner, swiping out.

The Maximares poured it on the combiner as they were aiming at its elbows and knees. Rarity tried to knock it over by ramming into the Mirage leg, however it didn't have quite the desired effect. "Ow, ow, ow," whimpered Rarity, rubbing her injured shoulder.

"Here, let me show you how it's done," said Applejack before hitting the leg with her piledriver.

The reaction was alot more impressive, the Mirage leg juddering, before the combiner swept out, knocking the two flying.

"I HAVE HAD ENOUGH!" roared the combiner as the turret on Blastcharge's chest aimed at them.

Spike, in his Predacon form, tackled Blastcharge at that, knocking the shot off target. "Not a chance," Spike snarled, digging his claws in.

"Get off me!" snarled Blastcharge.

"Make me," snapped Spike.

Just then, Twilight paused before looking upwards. Then she called, "Spike, hold them still for a minute."

"Let...go of us," snarled Blastcharge, trying to pull his body free.

Twilight's horn glowed before she shot a red orb that hit the armpit under Spy Streak. "Get clear!" yelled Twilight.


The space battle was in full swing, Nebulosan and Division 66 ships exchanging fire with Vehicon ships, giving cover to a large vessel. On Fort Max, a crewman said, "Captain Llyra, we're picking up a beacon. Do you see it, Maximus?"

"I am focusing on it now," said Cerebros.

One crewman turned to Llyra and asked, "Not to pry, captain, but which part is actually Fortress Maximus?"

"The Titan has his own spark, but Cerebros acts as his brain module," said Llyra, "They require me to make the connection between the two and we form Maximus's personality together."

"Trypticons noticed us. These Nullspacers are brave. They're taking heavy losses," said another crewman.

"And we need to keep as much energon as we can spare before we refuel," said Llyra.

"Might we have one for one shot?" asked Cerebros.

"At what?" asked Llyra.

"That beacon specifically marks the target for destruction and our friend Twilight has placed it."

Llyra paused before she said "By all means...fire."


A cannon on the bottom of Fort Max slowly lowered to aim at the planet before starting to glow.


"A little red blob? Is that your best?" laughed Blastcharge, throwing Spike to the side.

"That's just a prelude," said Twilight before changing to her wheeled vehicle mode and driving off. The others got the hint and quickly ran off too.

Blastcharge looked around to see the humans running too, before noticing he could see a glow around him, before looking up in time for a yellow beam to engulf him. Reportedly, the last thing the combiner's components said was "Oh slag."

Once the beam ended, there was just a glowing pile of molten metal, the rest of the Vehicons staring before one of them was hit by a railgun, the rest falling back before the human troopers cheered, before Matt called "Ok, kiddies, let's start poking holes in the flying kaiju bot."

"Yeah, before 'e starts pokin' 'oles from up there," said Detrio, looking upwards.

"Ok, I reckon shooting him in the face. Do Titans get concussions?" asked Matt.

"How about we put you right in front of him and see if it leaves a mark?" asked Airazor, still a little sore from her leg being shot.

"I'm being serious. Last I checked, even the biggest things at least get concussed when hit in the face hard enough," snapped Matt.

"I don't think these cannons have the accuracy to aim for his face," said Tigatron.

"He's the size of a moon and those things flicked drop pods out the air," said Matt.

"Your drop pods probably have thinner armor," said Cheetor pointedly.

"They're also smaller," said Matt.

"I wouldn't get your hopes up about these cannons destroying Trypticon," said Icebird, "Typically it takes a Titan to defeat a Titan."

"Yeah but it'll knock him senseless till Maxie can land," said Matt.


After centuries of being scattered across the galaxy, Trypticon didn't wake up in the best mood. And these annoying insects were making it even worse.

He blasted one apart only for three to take its place. But soon, once these were dealt with, he could calibrate his weapon systems on the planet below. That wouldn't take long at all. It's not like those organics had any real weapons.

He turned his head to see a better challenge. Another Titan, and one he knew. "Metroplex," snarled Trypticon.

"Actually, that's Fortress Maximus," said Cryotek in his head.

"Close enough," snapped Trypticon.

"Hey! HEY! Concentrate on the others!" snapped Cryotek as Trypticon overrode the controls. He had a score to settle.

Cryotek activated his comm and said, "Dirge, tell me you have that annoying uprising quelled." There was a long pause of silence after that. "Dirge? Blastcharge? Mirage?" asked Cryotek, trying the different comm channels.

"METROPLEX" roared Trypticon as he closed, grabbing a Nebulosan ship and tearing it in half before throwing the parts aside.

"I told you, it's not Metroplex," snapped Cryotek, "The color scheme is all wrong."

"Whatever!" snapped Trypticon, aiming a blast at Fort Maximus. The Titan was clearly on fumes, barely reacting. "Too easy," he smirked, before three anti-battleship plasma charges sailed from planetside and hit him in the back of the head, before another three slammed into his back.

Trypticon roared in pain, a sound so great is somehow managed to reverberate in the vacuum of space. He turned blindly as more shots hit him. They didn't harm him much but they still hurt and the headshot had blurred his visual sensors. It was the opening Fort Max needed.

He descended down to the planet, heading for the coordinates of where to refuel. Hopefully, there would be a parking space big enough for him.

Llyra paused as a communication came in, Matt cheekily saying, "Welcome to Gas and Gulp, all energon, all the time. Land near the cannons." Three more shots came shooting past Fort Max to hit Trypticon in the face again, several swearwords heard from the giant bot.

"Matt, still hanging around with those ponies?" asked Llyra, "Where's Dante?"

"Hopefully getting arrested for false reports. Alter your heading to port. You're gonna land on a prison camp otherwise," said Matt.

"Confirmed," said Cerebros.

"Don't worry too much about Mr. Ugly up there. We're giving him something to think about," said Matt, a triple boom heard as the cannons fired again.

"You do realize eventually he's going to fire back," said Llyra.

"That's why we're rigging this for auto and falling back. Drink up before he fires," said Matt, the line going dead.

"Should we question where they got energon on an organic planet that shows no signs of energon seeding?" asked Llyra.

"No...I think not," said Cerebros darkly as the giant city landed just outside the cannons before a screen appeared and zoomed in on the Maximares and Maximals, as well as the troopers leaving the complex as fast as they could.

"Shall we welcome them aboard?" asked Llyra.

"Considering we're going to be fighting Trypticon in robot mode, that might not be a comfortable ride for everyone," said Cerebros.

"Looks like Twilight found the rest of her friends," said Llyra, before she noticed a dragon-bot behind them.

"Is that dragon bot with them or attacking them?" asked Llyra.

"I think it's with them," said Cerebros, sighing in relief as he started draining the energon from the silos. "Hmm...it's got more of a tingle than regular energon, more of a kick," said Cerebros.

"Hurry up. We need to get back into orbit before those cannons run dry," said Llyra with concern.

"Wait!" came Twilight's voice over the comm, "We need to come with you."

"Hey, where we're going next will not be a picnic," said Llyra angrily.

"What kind of a picnic would be in space?" asked Pinkie's voice, "Wouldn't the food float away?"

"Look, we gotta finish this," said Applejack's voice, "Cryotek has the Enigma and Ah think it may give him an edge. Besides, we all gotta reason for payback."

There was a pause before Llyra sighed, "Opening hatch 3, get in here."

The flying Maximares picked up their flightless friends and flew to the hatch. "Ah hope we've figured out this combinin' thing before we fight Cryotek," said Applejack.

"We'll have to," said Twilight.

"What about the others?" said Fluttershy with concern, looking at the Maximals and humans down below as the hatch sealed.

"I think they've helped us as far as they can," said Twilight, "This is a battle we'll have to fight ourselves."


Cryotek meanwhile was in a bad mood. The cannons had stopped but it seemed that the control circuits for Trypticon were on the fritz. His several attempts to hail his bots on the planet have only met silence, which largely indicated that they were all offline.

"You should have destroyed the planet," sneered Trypticon tauntingly.

"Be quiet," snapped Cryotek.

"You should have terminated those pony-bots while you still had them. Look how much of a mess they made when you let them go," taunted Trypticon.

"I SAID SHUT UP!" yelled Cryotek before freezing as a ceiling turret aimed at him.

"I don't think so. You aren't giving orders anymore. I only listen to Lord Megatron and you are not him," sneered Trypticon, before saying, "I think I'll let you watch how a true Decepticon gets rid of his enemies." The view showed the rising Fortress Maximus.

Then one of the instruments on Trypticon's consoles pinged. "I don't believe it. Those wretched mares are coming back," snapped Cryotek.

Trypticon began to laugh at that, "Oh, wonderful. You have a chance to redeem yourself."

"It's time that I finish this personally," snapped Cryotek as he grabbed the Enigma, "And for that, I'm going to need some armor."

"Where do you intend to get it?" sneered Trypticon.

"You have more than enough spare parts," said Cryotek as the Enigma lit up.

"Oh you little-" began Trypticon.


A small space bridge managed to deposit the girls inside Trypticon's corridors, the girls looking around before the floor shook as Fort Max took the first shot.

"Hurry, we have to find Cryotek and get the Enigma," said Twilight.

"Look no further, you semi-organic pests," called Cryotek's voice. The corridor in front of them seemed to unfold and refold before a figure strode through what had previously been a solid wall. Cryotek was now standing taller than before, covered in intimidating black and purple armor like Trypticon's color scheme.

He held up the Enigma, taunting them, "I feel like a new bot thanks to this." before the ship shook again, a few sparks flowing from a section of wall.

"That does not belong to you," said Rarity.

"It doesn't belong to you either. At least I don't see your ID code on it," sneered Cryotek.

"We're intending to give it back to its rightful owner," said Fluttershy, "You won't be abusing its power anymore."

"Then by all means..." sneered Cryotek, his left arm converting to a heavy cannon "...come and take it," he sneered before firing.


And here we are at the penultimate chapter. We're finally back on Equestria proper and things are rapidly heading for the final showdown. Of course, the girls have some backup in some friends they've made along the way. And they have a new combined form, though it make take a little mastering. Tomorrow, it's the final showdown between them and Cryotek. Keep an eye out for it and please review.