• 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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Spike vs. Abominus

Maximares Rising

Chapter 9: Spike vs. Abominus

Cybertron had once been a thriving planet, that the people doing the thriving had been sentient machines hadn't bothered anyone. Nowadays it was the galaxy's largest tomb. Only a few called it home, and one such person wasn't a people's robot. But...let's just say he was a science enthusiast...


"Ever since Megatron's departure, Cybertron has been under my stewardship. My task is to continue to improve the Cybertronian race, to evolve our species to the maximum potential. And eliminate all Autobots of course.

"One of my potential avenues is the reintroduction of the Predacon species. After sending my first wave of clones to Earth on Megatron's behalf, I have wondered what more I can do with the fossilized CNA I've recovered. As with the upgrade of the Lighting Strike Coalition Force into the Dinobots and the uplifting of key Insecticons, it should be simple work to splice this ancient CNA with that of a modern Cybertronian."


I have discovered an emergency shelter near my location. Unfortunately, most of it is destroyed but I have found suitable subjects for my continued experiments. Now I have successfully cloned Predacons, I firmly think the next step should be integrating their CNA into modern protofor-WHAT IN THE ALLSPARK WAS (log interrupted...impact on outer perimeter detected...)


"It seems, as some like to say, my cup runneth over. A deployment pod, an older model, impacted just outside my location. One occupant, the file names him as one of Cryotek's toys. I thought he was dead...oh well, his loss, my gain...

"Fascinatingly enough, the deployment pod contains a protoform that seems newly molded. It already has a bestial alt mode, one that happens to bear a resemblance to Predacons, but much more, what is the word, cuter. Clearly there is a lot of room for improvement and augmentation."


"Fantastic luck. It seems whoever tampered with this form's CNA meant it to have upgrades in future. There was plenty of room for the Predacon CNA. There was some resistance. He kept asking for someone called Rarity. Strange...


"It seems I considerably underestimated this protoform. His alt mode should have been an indication that he was in a juvenile state. The Predacon CNA has sped up his development tremendously. It has already outgrown his original pod. I may have to move him to another lab.


"Well...that was a complete failure. He was completely uncontrollable and what few defences I had were unable to even slow him down. Luckily, he seemed more interested in fleeing the lab then eating me. Oh well, back to the blueprints. This time, I'll try a blank slate...end log...


Matt yawned, staggering out into the corridor before pausing. The corridor floor was a lot filthier than he had last seen it. There was a lot of grunge covering the floor, along with what looked like tire marks. "For crying out loud," grumbled Matt, "I thought they cleaned the place before we took off. Well, that's what having a semi-autonomous exosuit is about."

He turned on his comn and said, "Hey, mechs, I thought you agreed to clean this place up."

"We are not cleaner bots," snapped a voice.

"You're the only ones who can," said Matt, a little puzzled before asking, "Is this frequency 121-alpha?"

"This is frequency 121-bite my shiny metal-" started the reply before Matt hanged up.

"Ok, the exosuits have attitude glitches, major attitude glitches. I think I better go repair them," he said to himself.

He was on his way to where the exosuits were when what looked like a box on one wheel rolled up to him and asked, "Can you open that door there?" Matt shrugged and pushed the button that opened the door. "Thank you," said the box on wheel before rolling through and the door closed.

Matt sighed, readying an EMP blaster before pausing. "What the heck was that?" he snapped, turning to see the box looking at him from the corner. "Hey! Get back here!" Matt yelled, the box giving a panicked beep before zooming off, Matt running after it.

"Come back, you lousy WHOOOOOAAAAA!" Matt yelped as suddenly he stepped in something very slippery and ended up sliding forward out of control.

He managed, as he passed, to see the box bot waving, holding a bottle of lubricant in its other hand. Matt just about managed, "This means war," before his face met the wall.


While the ship was hardly spotless, there was one room that was particularly messy. That was because of two bots inhabiting it. They both had one leg ended with a wheel, but they were pretty different. One was a dungy brown and a second wheel on the back of one arm while the other was orange and had two wheels at the end of the leg. "What's takin' Gryme so long, Koff?" asked the dungy brown one, "She should 'ave been back a cycle ago."

The orange one just made a few beeping sounds.

"No, she wouldn't 'ave stopped for a coolant break," said the brown one.

Just then, the box bot rolled in and opened up, revealing a similar robot only pale yellow and with a wheel placed behind her head. "'Ere I am, Trub," she said, "You won't believe wot they've got lyin' around."

"Surprise us..." said Trub before they all looked in to see Matt, looking badly bruised.

"You...all of you..." he snarled.

Gryme said happily, "It followed me 'ome. Can I keep it?"

"Robots in disguise, Gryme!" snapped Trub.

"Oh, right," said Gryme. The three of them transformed into motorcycles at that. There was a long pause before Gryme asked, "Is 'e buyin' it?"

Matt just glared before aiming his EM rifle at them. "Stowaways...all of you," he said manically.

"Now 'old on, guv'nor," said Trub before changing back to robot mode, "We got a proper invitation, we do."

"Who'd be dumb enough to let a bunch of junk-cons stay on my ship?" asked Matt.

"Actually, they're called Junkions," said Pinkie.

Matt paused. "I don't care what they're...ARRRRRRRRRRRRRRRRRRRRRRRGH!" he said, turning to snap at Pinkie before pausing and screaming hysterically.

It didn't take long for the other Maximares to hear the screaming and follow the noise. "Matt, what are you- Are those the Junkions?" asked Rarity, "I thought they were destroyed."

Koff let out several beeps. "The only thing that's currently broken is her voice box," said Gryme.

Dante was the last to turn up. "Matt better have LOST A LIMB TO BE SCREAMING THAT MUCH! I got a headache," he snapped.

"'Ello guv'nor," said the Junkions.

Dante sighed before saying, "Ok...who invited these things aboard?"

"I did," said Pinkie.

"Of course you did," said Dante flatly.

"Whyyyyy?" moaned Matt

"They're very good engineers," said Pinkie.

"Too bad they're not good janitors," said Rainbow Dash, looking at the grunge everywhere.

Matt sighed. "Has Rarity seen the current state of the ship?" he asked.

"Ah reckon she has," said Applejack, which seemed true considering Rarity was now climbing on AJ's back to avoid the mess.

"Ok, first things first; we land on a planet and BURN THE CORRIDORS!" said Matt, a little manically

Dante said, "He's got a point...we're low on supplies."

"Oh, we know a great place to fuel up," said Trub.

Dante looked at them. "That everyone can eat?"

Koff nodded before saying something, Gryme translating "She's certain."

Matt nodded, "Ok...send the computer the coordinates."

Once everyone left, before Trub said, "Humans can eat energon, right?


According to the starmap, the world they were approaching was a Cybertron, but this one had obviously seen better days. Even from orbit, it was obvious that the planet was war-scarred and probably dead.

"Food, eh?" said Matt, glaring at the Junkions

"Energon's good for you," said Trub.

"For robots!" snapped Matt, "I only eat organic material!"

"Urgh, you'll never try new things with that attitude," said Gryme. Matt screamed before grabbing Gryme by the throat. "Wot is 'e doin'?" asked Gryme.

Koff made some beeps at that.

"Stranglin'? 'E does know I'm a robot, right?" asked Gryme.

"DANTE, PREPARE THE TRASH COMPACTOR! I FEEL LIKE REENACTING A STAR WARS SCENE!" screamed Matt.

Just then, a light started to shine from the Maximares' cutie marks. "Wait, someone's down on that planet," said Twilight.

"You think Spike's on that Cybertron?" asked Rainbow Dash.

"Yeah, looks like just the kind of place where you'd abandon a friend," said Dante.

"We did not abandon him," said Rarity hotly, "We didn't know he was abducted as well because Cryotek blocked it from our memories."

"Oh sure. Perfectly valid excuse," said Dante sarcastically.

Koff beeped something at that, sounding off-put. "'Ere now, we can't go judgin' 'im before we really get ta know him," said Gryme, "Though you 'ave a point about 'is manners."

"Ooh, searing words, I'm sure," said Dante, "Now if you'll excuse me, I've got a ship to land."


Cybertron looked even worse as they got closer. It was barren as far as the eye can see. Not that one would expect plant life on a robot planet, but it seemed particularly lifeless. Everything looked broken from buildings to roads to craters that were presumably used to be something once. But of more importance to the crew was the fact that the atmosphere was toxic to humans.

"Great, not only no food, but no air. I'm gonna kill those Junkicons," snapped Matt.

"Junkions," corrected Pinkie.

"Doesn't matter. There's nothing on this rock for us," said Matt.

"Spike is here," said Twilight firmly.

"He better be here," said Matt, "I don't want to land on an uninhabitable planet for no reason."

The ship shook at that, a blue energy burst slamming into them. "What was that?" asked Twilight.

"A tractor beam," said Matt. There was a lack of response before Matt said, "It's like your telekinetic horn thing, only with science."

Dante snapped, "It's pulling us down into one of the more intact districts, I say intact, looks like the moon was dragged out of orbit."

"And I doubt they're going to be throwing us a welcome party," said Dash.

"What? No welcome party?" asked Pinkie with disappointment.

"Pinkie, hostile alien robots, remember?" said Twilight pointedly.

Matt glared before readying his blasters, "They'll never take me alive. Dante, are those mechs listening to us yet?"

"They're demanding a daily coffee break," said Dante.

"Coffee break? They're robots!" snapped Matt, "Dammit, give it to them, but we need those suits."

"Ok, but we are seriously debugging them on the next planet with a breathable atmosphere," said Dante.


"Ship of unidentified origin has been caught. No matches to any species design on record," said the computer.

"For all we know, it's from one of the lost colonies," said Shockwave.

"Sir, I believe I have a malfunction. Two organic lifesigns are on board," said the computer.

"Curious. But they may prove interesting specimens for study," said Shockwave.

Suddenly, an alarm was heard, "Alert, Subject D-2 has been detected."

"Oh no, that's all we need. If he offlines my new staff..." began Shockwave before the computer said "No Decepticon IFFs detected...no Autobot IFFs detected...sparks detected...9 counts."

If Shockwave had a face, he'd be frowning. All the neutrals had either fled Cybertron, joined one of the two sides, or were destroyed. Why would any of them return when Cybertron is clearly barely inhabitable? "Release the air mines. Let's see how this goes," said Shockwave.


"Ok, entering atmo...get big or go home," said Matt, his voice coming from his mech, the mech readying a heavy blaster.

"A human walkin' around in a sparkless machine," said Trub, "That ain't right."

"Like somethin' outta a 'orror movie,' said Gryme. Koff gave a few beeps of agreement.

Dante's mech walked in at that. "Like the man said, this is not for pony-sized bots so supersize," he said.

Twilight and the others glanced at each other before they converted to pony mode. They were all the size of normal horses, though Twilight was noticeably bigger than the others.

Matt's mech nodded before it turned to look out the window and immediately took aim. "Is that a robot bird out there?" asked Rainbow Dash.

"It better not be like Laserbeak an' Buzzsaw," said Applejack.

"Actually, I think it's a robotic pteranodon," said Fluttershy.

The aforementioned flier was hovering in the view window, looking at them with laser focus before it seemed to see something and swooping off. "Anyone else worried that it disengaged way too easy?" said Matt.

"I think birdface was just a scout," said Dante.

"Shit...has anyone worked out how to turn the ship's shields back on? Preferably before a AA missile makes a brand new hatch?" said Matt sarcastically.

Suddenly, there was an explosion outside that knocked everyone around. "Case in point. EAT IT, YOU FLYING JURASSIC PARK REJECT!" yelled Matt, firing into the roof where the explosion had come from.

"Lynch, don't blow holes in the roof-" started Dante before another explosion was heard.

"Warning airborne explosives detected," said the computer.

"Oh great. We've flown right into a minefield," said Dante.

"How can it be a field if it's midair?" asked Dash.

"Well, having explosives buried in the ground isn't as necessary-" started Matt before he and Dante saw another mine floating towards the hole in the roof. They both shot at it, causing it to explode and batter the ship even more.

"Warning hull breach...flight capability compromised," said the computer, Matt and Dante's mechs looking at the others glaring before saying in unison "Oops."

"Er, Twilight, you think you can do your hocus pocus and make us do a more controlled crash?" asked Matt.


The pteranodon Cybertronian watched as the ship went skidding into the ground. "Swoop here. Spotted an incoming frigate. The idiots flew right into the air mines but the crash was too smooth. Definitely survivors. I don't think they're Autobots," he said into his com, his scanners sensing movement inside

"Good," growled a voice, "Been wanting to sink my fangs...my sword into something all day."

"Want me to soften them up? There's some sort of stealth unit on board. Could only detect them by sight," said Swoop.

"Keep them in one spot," growled the voice, "We'll be there in four cycles."

Swoops rolled his eyes as the com ended. "Great...4 cycles against the invisible Decepticons," he muttered before landing on a ledge to watch for an opportunity.


The ship did land smoothly, but there was still the problem of the holes in the roof. "Ya just had ta go trigger-happy, didn't ya?" asked Applejack.

"Hey, it was going to explode one way or another," said Matt.

"So making it explode sooner was a good idea?" asked Fluttershy.

"Probably wouldn't have been hit so bad if someone didn't want to shoot dinosaurs," said Dante scathingly.

"Hey, you were shooting that mine the same as me!" snapped Matt.

The two of them didn't like they were about to accept the blame anytime soon, so the girls decided to do something a little more progressive.

"Ok, so now we're here, why don't we look for your friend who you forgot all about?" said Gryme innocently.

"We didn't mean to forget him," snapped Twilight, "We could only remember our abduction a bit at a time."

"You remembered each other though," said Gryme.

"Cryotek kept us in one group," said Fluttershy, "Spike was separate from us."

"Not separate enough that we should have failed to notice him," said Rarity dourly.

"You know, while you all try an find your Spike, we're gonna see wot we can salvage from this thing," said Trub before she and the other Junkions headed back into the ship.

"Warning, approaching unidentified. Presumed hostile," said the computer, though it crackled partway through the announcement.

As soon as they were out though, one of the thrusters exploded. "Goddammit, that was our ride!" snapped Dante, checking his system, and adding more grimly, "And me and Matt got about...8 hours air."

"Well, maybe the welcome party can help us get back in," said Pinkie, pointing.

The group turned to see a cloud of dust rapidly getting closer, his mouth going dry as he zoomed in. "D...duh...duh...duh..." he managed to stutter.

As the dust cloud got closer, it became easier to see what was making it. There were three robotic dinosaurs heading in their direction; a Triceratops, a Stegosaurus, and an Apatosaurus. On the back of the Apatosaurus, a very large robot was riding, one with a yellow chestplate that was partially open to show the lights and wires inside and was carrying a huge sword.

"DINO! BIG DINO!" screamed Matt, taking aim, before Dante pushed his gun down.

"No...they might be friendlies," he hissed over the mech's private coms.

"Friendly dinosaur robots?" asked Matt incredulously. "Don't judge a bot by what they transform into," said Dante, "Besides, I think I see that Autobot insignia on them."

"Oh thank God. Maybe they can help us get our ship flying again," said Matt.

Just then, the large sauropods had gotten close enough. The big robot jumped off the Apatosaurus's back and landed with his sword going deep into the ground. "You, Decepticons," he growled, "Surrender the ship or get scrapped."

The bot then jumped as Pinkie was suddenly on his shoulder, "Hi, I'm Pinkie and these are my friends. We're not Decepticons though one did give us that ship."

"Shemeansstoleit!" yelled Matt in one breath.

The robot plucked Pinkie off his shoulder and tossed her aside. "Hey, you can't just throw around our friends, you big brute!" snapped Rarity.

"Decepticons lie...you lie...GIVE SHIP OR GRIMLOCK SMASH!" snapped the bot.

"Grimlock, calm down," said the Stegosaurus with concern.

"We really aren't Decepticons. We're not even involved with...we're gonna fight, aren't we?" said Matt to the leader. Grimlock lifted his sword and swung it at the group, barely missing.

"That's a yes," said Matt, firing his mech's shoulder rockets, the girls transforming to robot form as their opponents did the same.

Grimlock roared as he charged at the group, a large shield appearing in his other hand as he moved. Matt yelped, dodging his mech before being surprised as Grimlock missed. "HOLD STILL!" roared Grimlock, trying to hack at Matt's mech.

"What's the matter? Can't you hit me?" taunted Matt before Swoop smashed into his back, knocking him forward. Unfortunately for Matt, he ended up being propelled onto Grimlock's blade.

"Hah...Grimlock better than puny Decepticon," Grimlock sneered before Matt headbutted him.

"This thing's new, you jackass," he snapped. A few kicks helped Matt slide off the sword. "You're lucky you didn't compromise my air supply," snapped Matt before sending a rocket right into Grimlock's face.

The other bots, struggling with the girls and Dante, paused, looking at Matt. Some with horror and Swoop's face was apparently that of sympathy. "Rookie," he muttered before Grimlock literally roared in Matt's mech's face.

Suddenly, Grimlock hunched down and punched the ground. As he did so, his arms converted into massive legs. His actual legs joined together to form a long tail. Then his upper body unfolded, extended as a new upper torso was formed. In just a few seconds, the huge bot had transformed into a gigantic robotic Tyrannosaurus Rex that roared angrily in Matt's face.

"Mother," whimpered Matt before his mech was kicked into a far building. But the robotic T-Rex was not done. With a roar, he started charging towards the building.

"We're really not Decepticons," said Fluttershy, the only one not fighting.

"Doesn't matter at this point," said Swoop, "Once Grimlock is that worked up, he won't stop until everything and everyone is scrap."

"So there's no way to stop him?" asked Twilight.

Matt's distant cry of "Why is nobody helping meeeee?" was heard.

"I have to do something," said Fluttershy before flying in Matt's direction.

"Well, she's dead," said the Stegosaurus bot.


Matt was running for his life from the irate T-Rex. Which was not easy considering that Grimlock had a long-range attack in the form of breathing fire. He turned a corner and hid. "On any other day, this would be awesome. But noooooo, it had to happen here," he muttered before he was pulled backwards through the wall. Before Matt could flee, a dinosaur foot pinned him down. Matt gulped as he looked at the huge mouth full of razor-sharp metal fangs.

"Warning...structural integrity failing," said the computer, cracks appearing on the viewport.

"Hi, I'm Lynch. I'm not affiliated with this war in any way, shape, or form," he said desperately.

Grimlock snarled as he got ready to chomp before a voice yelled, "Stop!" Grimlock and Matt looked up to see Fluttershy hovering in midair, a more serious look on her face than Matt had seen before. "Leave him alone," said Fluttershy.

Grimlock glared readying a fireball before he fixed optics with Fluttershy and paused. "Settle down," said Fluttershy sternly. Grimlock seemed to comply before he started growling and his mouth began flaming. "I said settle down!" snapped Fluttershy. Her eyes glowed green before beams shot out of them and into Grimlock's optics. Grimlock's dinosaur head wasn't capable of much expression except rage, but he did go slack-jawed and blank.

"Wow...that's...interesting," said Matt before seeing a red light.

The AI said, "So's the fact that idiot ruptured the secondary O2 tank. You now have 3 hours oxygen left unless you find a replacement."

"Grimlock, back away from Matt," commanded Fluttershy. Grimlock slowly took three steps backwards. "Now return to robot mode," said Fluttershy. With a loud ratcheting sound, Grimlock shrank down as he reverted back to his smaller, but still huge, robot mode.

"Fluttershy...could you always mind control?" asked Matt, trying to see if there was any emergency air.

"It's not mind control," said Fluttershy as she landed next to Matt, "The Stare is...I'm not really sure what to call it. I suppose it's a way of asserting myself over unruly creatures. I can't control them completely, but I can make them listen to what I say and they'll do what I tell them to."

"That's good. Ask him if there's any oxygen tanks around. The idiot hit my primary life support," said Matt icily.

Fluttershy went over to Grimlock and asked calmly, "Grimlock, would you know if there are any oxygen tanks that Matt could use?"

Grimlock said, "No...we do not need oxygen."

"Great, I'm doomed," said Matt flatly, "Unless Twilight can conjure fresh air out of, well, thin air."

"Only oxygen near one of Shockwave's experiments..." finished Grimlock.

"What experiment?" asked Fluttershy.

"Big angry Predacon, all purple. He looked cute when he was first thrown out...then he got big," said Grimlock.

Matt's mech looked at Fluttershy, Matt saying "You don't think...do you?"

"I find it hard to believe that Spike would join the Predacons," said Fluttershy, "But if it is Spike, we have to find him."

"He took over almost three districts," said Grimlock.

"Oh my. It sounds like his dragon greed has taken control," said Fluttershy.

"Oh lovely...WHAT THE HELL'S THAT MEAN?" snapped Matt.

"Dragons can be very greedy creatures," said Fluttershy, "And they'll seek to collect things to hoard for themselves. And the bigger their hoards get, the bigger they get themselves."

"And what's a Predacon?" said Matt.

"An ancient species of Cybertronian that's been extinct for millions of years," said Grimlock, pulling himself up.

"Aren't they a faction that descended from Decepticons?" asked Fluttershy in confusion.

"You know Predacons?" said grimlock suspiciously.

"I don't think they're the kind you're referring to," said Fluttershy with a little uncertainty.

"You know this...Spike Predacon?" said Grimlock.

Matt said, "Not how you think..."

"Fluttershy!" The group paused and turned as they saw the other Maximares and the sauropods running up to them.

"Twilight, Matt's lost an oxygen tank. Can you do something to fix it?" asked Fluttershy.

Twilight came up, running a beam up and down the damaged section. "No point. The tank's empty," she said.

"And you can't produce more air?" asked Rainbow Dash.

"Not from this toxic soup," said Twilight gloomily.

"Shockwave is always messing with chemicals and stuff," said the Triceratops, "Maybe he's got some oxygen."

"Shockwave...as in the big bad's number 2?" said Matt.

"Let me guess, he's a lot less 'morally ambiguous' in this universe," said Rarity.

"No, he did this to us," said Swoop angrily.

"So you weren't always...er, I'm sorry, we haven't made formal introductions yet," said Rarity.

"You aren't Autobots. Why were you in an alien spaceship?" said the Apatosaurus.

There was a long pause before Pinkie said, "Betcha 10 energon cubes our story tops your story in weirdness."

"Huh...if you can find 10 energon cubes," said Swoop.

"Pinkie, that's not fair anyways," said Dash, "Our story is way crazier than theirs could ever be."

"We used to be the best in the Autobot army...and Grimlock used to be able to string more than a sentence together without blowing a RAM chip," said the Apatosaurus smugly.

"And you got left behind in-" snapped Grimlock.

"Grimlock, let's not get ahead of ourselves," said the Triceratops, "And since this guy is losing air, shouldn't we be moving?"

"No hurry, he wouldn't be missed," said Dante. Matt snapped, "HEY!" before Dante laughed "Ok...let's get him some fresh air."

"Shockwave's got an abandoned lab not far from here," said Swoop, "Let's get moving."

Matt said, "How long will it take to get there? In human time?"

"What's a human?" asked Grimlock.

"HOURS! HOW MANY?" screamed Matt, grabbing Grimlock and shaking him.

"No more than an hour," said Swoop, "If you ride that is."

"My mech can fly," said Matt sulkily.

"Great, saves more time," said Swoop.


"I am sorry to report that the newcomers and the Lightning Strike Coalition Force have come to a truce and are approaching. Should I prepare your shuttle?" said the computer calmly.

"That lab is of no consequence to me," said Shockwave, "But the Dinobots are starting to become a nuisance."

"They are 30 minutes away and seem intent on attacking...the newcomers are with them and two mechanical units that are not appearing on scanners. I only acquired them thanks to remaining visual scanners." said the computer calmly

"Prepare the tram," said Shockwave, "We are moving to the next lab."

"There is not enough time to relocate all supplies. Should I prime self-destruct?" asked the computer.

"Yes," said Shockwave, "Though I doubt any of them are smart enough to know what to do with my work even if they could get it."

"As you wish...priming transport," said the computer.


"So, not only have you been to different worlds, but you're not even from a Cybertron at all?" asked Snarl, the Dinobots and Maximares having introduced themselves during the journey to Shockwave's lab.

"Been all over the place..." said dante, his own mech flying alongside Matt's.

"At least they weren't taken apart and reassembled as robot dinosaurs," said Matt.

"Uh, actually, Swoop isn't an actual dinosaur," said Fluttershy, "Pterosaurs are a different family from the two main genuses even though they aren't too distantly related. A plesiosaur would be much more distantly related."

Everyone, even Swoop, turned to look at Fluttershy at that, Matt saying, "Not even gonna ask."

Grimlock asked, "What's a dinosaur?"

"I have an interest in all animals," said Fluttershy, "Even long extinct animals."

"Did dinosaurs even exist on your planet?" asked Matt before saying, "Nope, still not gonna ask. Look, is that the place? The one with the transport noping the hell outta there?" He pointed to a half-destroyed building from which a shuttle was fleeing.

"Looks like it," said Slug.

The group stopped at a large blast door. "This the place? Ok...open it up," said Matt angrily.

"Sludge, give me a hand," said Grimlock, grabbing one edge of the door. Sludge was probably the only Dinobot who was bigger than Grimlock, which made sense since his dino mode was an Apatosaurus, and together they were able to open the blast door easily.

However, a larger door was on the other end. "Oh come on..." said Matt in a tone that made Dante pause.

"Erm...everyone back away. I think Matt's fuse just hit the end."

"So?" asked Grimlock.

Matt's mech aimed at the door at that, its shoulder missile and plasma cannon pods readying, and even a few extra guns folding out the chest and arms. "FUCK THIS PLANEEEET!" screamed Matt, before a hail of energy blasts and missiles hit the door, a manic laugh heard as matt seemed to snap.

"Wow, he lets loose scarier than you, Grim," said Snarl.

"GRIMLOCK NOT BE SIDELINED! DESTROY STUPID DOOOR!" yelled Grimlock before joining in.

Swoop facepalmed, muttering "Saw that coming."

Just then, Pinkie noticed an outline on the wall and poked it. Immediately, a small door opened.

"Hey girls, you can tell Matt to stop. I found a side door," she called over the various explosions of Matt's frustrations.

"A small side door," said Snarl with annoyance.

"I could fit in robot mode. I might even find a cure for us in there...or at least one for our glorious leader's IQ," said Swoop, adding the last part quietly.

"You all seem fine enough to me," said Twilight.

Swoop raised an eyebrow and pointed Twilight's head at where Grimlock was starting to match Matt's manic laugh. "That look ok to you?" he asked.

"Oh, well, I'm not quite sure how to fix something like that," said Twilight.

"With the power of friend-" started Pinkie.

"Ah think Grimmy here needs more than just pals," said Applejack, "Ah think this is the kinda problem that needs an actual doctor."

"Good luck. The only medic we know that might be left is Ratchet and I have no idea where he is," said Swoop.

"With all the other Autobots on the Ark," said Snarl.

"Oh...yeah..." said Swoop darkly before saying, "Let's sweep the lab before your friend and my leader destroy the lab by accident." He turned to robot form and peering inside.

This particular lab wasn't as fully-stocked as Twilight was expecting. In medical equipment, as least. But there were several canisters, cubes, and beakers. "This must be one of his chemical labs," said Swoop, "For all we know, he was mixing up some Cosmic Rust or Cybonic Plague in here."

Pinkie was peering at a jar with a grey mass with a single eye in it. "Or this...what's a space barnacle?" she said, the barnacle rolling its eye.

"Scratch that. This isn't a chem lab. It's a bioweapon lab," said Swoop.

Twilight paused before saying, "Then we should be fine. We're robots."

"Cybertronians are more than just metal and circuits," said Swoop, "We're creations of Primus, even indirectly. Even we can get deadly sick."

"Ok...so is there any air here?" said Rarity, checking the various canisters

"If he is working on rust-based weapons, there's probably some liquid oxygen around here somewhere," said Twilight.

"Ah think ah found it. Saw a canister like this in Ponyville General when we went to visit Rainbow," called Applejack, hefting up a canister to reveal a flashing countdown. "Uh, that ain't the quittin' bell, ain't it?" asked Applejack.

"That's a countdown. EVERYBOT OUT NOW!" yelled Swoop.

Twilight was running out when she noticed a computer that had been left behind. It was apparently at a main menu of some sort as it was showing various file names. She paused, skimming the list on habit before seeing... "Spike?" she said in shock, quickly going over, causing Swoop to come back.

"What in the Allspark are you doing?" he snapped.

"It's a file about Spike!" said Twilight.

"Who cares? It's no good if you explode," snapped Swoop, trying to pull her away, Twilight grabbing the computer's hard drive.

"It might be our best chance to save Spike!" yelped Twilight.

"And you can't save him if you die!" yelled Swoop, managing to pull Twilight and the hard drive away. Swoop quickly flew for the door as fast as his thrusters could take them.

The two, the last out, made it out just in time as a fireball followed them out, though for Matt and Grimlock, this just meant they declared victory.


With some air, the organic members of the group were a lot happier, Matt especially so. The air, once dolled out, had boosted both his and Dante's air to several days. "Hey, Twilight, whatcha doing with that hard drive?" asked Matt.

"It has files on several of his experiments," said Twilight, "Maybe Spike is in here somewhere."

Matt nodded. "I think my mech can run it through its speakers," he said, holding out a hand. Twilight gingerly handed it over to him.

The hard drive vanished into a hatch, coming out in the cockpit with Matt, who got to work. "Ok...several files...quite a few labelled about 'Dinobots'. Gee, I wonder who that refers to," said Matt, saying the last part sarcastically before saying, "Bingo, several entries on a new test subject. Could be a good place to start. Looks like this guy likes to get input from his test subjects. You sure you wanna play this? I've met people like this Shockwave. Sometimes they're not bothered if their subjects survive."

"He has to have survived," said Twilight.

"He might not wish that he had," said Dante grimly.

"Dante, stow it. Go help Grimlock and his friends patrol the perimeter," snapped Matt. Dante muttered before flying up the top of some ruins. "Ok...playing first file..." said Matt carefully, hitting play.


2 weeks ago...

The door to Shockwave's main lab opened, the bot of the hour walking in to see his latest subject having his straps checked by Shockwave's security drones, a couple of his Insecticons on guard. "And how are we feeling today?" he asked of the form on the table.

"What do you want from me?" groaned the small figure.

"You are going to help my master, Megatron, to victory. The first of his new soldiers, far better than those clones he sends me," said Shockwave, one of the Vehicons saying "Hey...we're right here."

Shockwave paid no mind to the Vehicon. "You are going to help close the gap between modern Cybertronians and ancient Predacons," said Shockwave.

"Wh...what do you mean?" said the form as Shockwave prepared the first dosage, a tri-pronged injector unfolding. "I've never really tried this on a protoform. Do try to tell me of any discomfort," said Shockwave, before hitting engage.


"Turn it off! Turn it off!" screamed Twilight.

Matt hit pause at that, the screams have already had him reaching for the control. "That was Spike?" he said, Twilight nodding numbly. "There's more files, all with the same ID. It might be a good sign. The last one was only a few days ago..." Matt added softly.

"And you think that Predacon might be him?" asked Rarity.

"It might," said Sludge, "We wouldn't know."

"Where is his lair?" asked Twilight.

"A long way from here," said Slug, "It'll be safer if we go underground."

"Why underground? I don't see much rubble," said Matt.

"Because of the locals. We can handle them. You...maybe not," said Slug.

"Besides, all the energon has dried up on the surface," said Snarl, "We won't be able to go far without fuel."

"Great, I'm just glad there's rations in here," muttered Matt.

"Then let's get moving before Shockwave send his troops to find us," said Slug.


"The targets are on the move. Moving towards quarantine area 6. Should I dispatch Vehicons?" asked the computer, the hidden camera view showing the group setting off towards one of the old subway entrances.

"That may not be necessary," said Shockwave, "They are entering the territory of an Insecticon hive."

"As you wish..." said the computer, before a snarling voice said "You said we'd get a chance to take on Grimlock and his idiots."

"Would they not be easier prey if the Insecticons softened them up first?" asked Shockwave in his maddeningly calm voice.

"No...I want a challenge..." snarled the voice.

"You'll get it, Hun-Gurrr, never worry," said Shockwave, "This will take but a bit more time."

"Urgh...always more time," snarled the voice before something left the room.

"The subject is unruly. Again, I must recommend he is terminated," said the computer.

"I know how to stem his anger. What he really needs is something to whet his appetite," said Shockwave.

"The other subject?" asked the computer, the view switching to a ruined hanger, smoke coming out rhythmically from it.

"If the Dinobots can find it, the Horrorcons will be able to recapture it," said Shockwave.

"Of course. I will prepare their briefing. Is the alien derelict still a primary target?" said the computer, the view changing to a ship near to the hanger.

"Secure it so they can't escape in it," said Shockwave, "But it's not a major concern. Acquisition of the crew is."

"As you wish...preparing brief now..." said the computer calmly.


"So...what's the real reason you didn't want to go topside?" asked Dante, panning his mechs cannon around.

"I was being honest," said Snarl, "Not much reason left to go above ground when all the energon left is below. Besides Shockwave's troops will spot us more easily up there."

Matt looked up to see several scratches on the roof. "What's down here then?" he asked carefully.

"Lots of hungry predators," said Sludge, "The Insecticons say they don't cannibalize bots, which I think only means they don't just take the energon. They take the whole bot."

"Oh boy..." said Matt carefully, switching the mech's sensors to motion tracking.

The Maximares' attention wasn't currently about their safety. They were more concerned with Twilight's downcast demeanor. "Twi, honey, is something botherin' ya?" asked Applejack as the group trudged along.

"We should have realized Spike was missing a lot sooner," said Twilight.

"When we got out of our pods, we barely remembered anything after the invasion started," said Rainbow Dash.

"And not much of the day before that," said Pinkie.

"It doesn't matter though. We should have made sure. Who knows how long he's been here. Matt said the records are from weeks ago," said Twilight.

"An' we've been tryin' ta find each other for the last few weeks too," said Applejack, "It's not like we haven't been lookin', just not for him specifically yet."

"You didn't hear him, Applejack. He's practically part of my family and I forgot him," said Twilight.

Applejack glared in Matt's direction. "Matt ain't got much of a leg ta stand on in that regard," said Applejack.

"What do you mean?" asked Fluttershy.

"Ah...Ah'm not sure," said Applejack.

"Ooh, foreshadowing!" said Pinkie excitedly.

Grimlock paused at that, his fellows tensing up before everyone turned to look at Matt and looked horrified. "What...is there something on my giant robot?" asked Matt, not noticing the giant Insecticon behind him, seemingly waiting.

Sludge quickly pointed his gun, though to Matt it looked like he was pointing right at him. "Wow! Easy!" snapped Matt, taking aim. The Insecticon apparently realised what was happening and copying Matt's mech's gestures.

"Don't...move..." said Sludge.

"What...is there a bug on me or something?" said Matt.

"Not yet," said Sludge before firing.

Matt jumped to the side before seeing the Insecticon...before he started screaming at it. The Insecticon didn't have much time to scream back before another shot blew its head into green gooey bits.

"Uh, what's that noise?" asked Fluttershy. They soon heard a skittering, clicking sound that was growing louder.

Matt said, "I think we're reenacting Aliens...run?"

The Maximares and Dinobots were already in beast mode and running as fast as they could. Which was very wise as Insecticons started to swarm out from between cracks in the rocks.

"Oh come on! DANTE, MOVE IT!" yelled Matt, firing the last of his shoulder missiles at the roof between him and the Insecticons. "Enjoy your rubble!" he snapped, running for it.

The clicking and screeching didn't abate at all as he ran. It seemed Insecticons were not that easily deterred. "I hate these robots," muttered Matt, running for it.

"I can't believe we're running from giant robot bugs," snapped Dante

"Well, if you think you can take them all out with one shot, be my guest," snapped Matt.

"Just keep running. Please tell me there's a plan," yelled Dante, aiming the last one at the Dinobots.

"Find an open place, turn and fight," said Grimlock.

"Yup, we're dead." said Dante.

"There's a big space up ahead...and there's only two entrances..." said Matt, pointing ahead to where a sickly purple glow was.

But then, the ground in front of them cracked open and a large rhino beetle with a cannon-like horn crawled out. "The hell is THAT? WHAT IS WRONG WITH THIS PLANET?" yelled Matt, firing at it.

The beetle responded by firing a shell that knocked Matt onto his back. "Intruders, you dare breach our hive?" roared the Insecticon, firing another blast at the girls, but apparently unbothered when it bounced off Twilight's shield.

"Dinobots...bots...bots..." called a creepy-sounding voice that didn't sound like it was echoing from the tunnel walls. Pretty soon, a large grasshopper crawled out of a crack in the ceiling.

Dante stared at what the mech's viewer was showing him before he laughed hysterically. "Oh please. I step on bigger bugs in Central Station's park," he laughed, readying his blaster, "Yeah, fuck that thing."

However, the grasshopper wiggled its antennas at Dante before suddenly leaping down. Instead of simply trying to eat Date, it spun in midair so that would land feet first. But instead of just landing, the grasshopper kicked Dante's mech hard.

"Oh look he's a ninjam" said Matt casually.

The grasshopper sprung over to where the rhino beetle was before changing back to robot mode. The beetle did the same thing. "You will pay for what you did to Sharpshot...shot...shot!" snapped the grasshopper.

"And who's he? This is clearly between these guys and you. We're just...tourists here to pick up one of our friends. So we'll just be going...LET'S GO, GIRLS! HUP HUP HUP!" said Matt quickly.

"No one leaves," growled the rhino beetle.

Grimlock just laughed at that. "You really think you can handle me, Hardshell?" he asked, "You had to use a battle suit just to keep up with me." Then he turned to the grasshopper, "And you, Kickback, I didn't get a chance to squash you. Slug should have done more when he dropped the door on you."

"Oh great...now I know how the kids felt when Exo-Gene came after me," muttered Matt, checking his ammo before the scanner focussed on the room's pool, a dark purple liquid.

"Care for a drink...drink...drink?" asked Kickback mockingly, "It's quite refreshing. I'm sure you'll like the taste...taste...taste..." The creepy laughter did nothing to make his words trustworthy.

"No...no...no...I would love to shoot shoot shoot you though...ok?" snapped Matt.

"Talk too much," said Hardshell before firing at Matt again.

Matt dodged it before aiming at the energon, "And you need a drink. Let us go or I see how flammable this is"

Unnervingly, Kickback and Hardshell just laughed at that, though Kickback obviously had the creepier laugh.

"Ooookay...I'll do it," Matt said, charging the blaster at that, before adding, "This is where you say I'm bluffing."

"No, this is where we say you're swimming," said Kickback before leaping forward and kicking Matt hard enough to make him stagger back. "Have a nice dip, dip, dip!" cackled Kickback.

"MATT!" cried the girls before Matt fell into the pool.

Kickback said, "He musta not been out of protoform long to get that close to Dark Energon..." before a projectile shot out and bounced off his head before skidding to a stop at Twilight's hooves.

Matt, in an air mask, was visible inside and looking more than a little MURDEROUSLY ANGRY!

"Matt, are you alright?" asked Twilight, helping him up.

"I'll be fine...when I've pan-fried that overgrown locust!" snapped Matt.

"I think he's a bit too big for you now," said Rainbow, trying not to grin.

But then Kickback said, "Wait...that was just a construct?" before he looked with concern at the pool which began to bubble.

"Is energon supposed to do that?" asked Rarity.

"That's not energon," said Grimlock, "It's Dark Energon."

"What's the difference?" asked Pinkie before everyone jumped as the hand of Matt's mech, purple lines running along it, burst out the surface.

"Energon is the radiance of Primus," said Slug, "Dark Energon is the blood of Unicron."

The girls looked confused before Twilight said "Unicorn blood?"

The girls' expressions went horrified at that, causing Grimlock to snap "Unicron..." before the mech, pulling itself up, looked around, its single optic glowing purple.

"Uh, is my mech moving by itself?" asked Matt.

"Unicron's blood animates it," said Hardshell coldly, before the mech readied its blasters and aimed at the Insecticon leaders.

Hardshell and Kickback weren't planning on sticking around any longer. The two of them changed back to bug mode and quickly fled. The smartest of the Insecticons followed them. The dumber ones lunged at Matt's mech, forming the weaker half of a one-sided fight. "I think we should leave before my mech finishes with them," suggested Matt.

"But Matt, are you going to stay alive without it?" asked Twilight.

"I think it's better than that thing stepping on everyone. LEG IT!" snapped Matt, before everyone realised the shooting had stopped, before all turning to look at Matt's mech.

The mech was standing in the midst of several Insecticons carcasses, each butchered rather savagely. And by the fearsome violet glow in its optic, its bloodlust was not sated yet.

"Erm...bad mech...down boy..." called Matt a little desperately.

The mech let out a sound that could easily be interpreted as a growl before it started to stalk towards the group, blades unsheathing from its forearms.

"Okaaay...that's new...RUN FOR IT!" said Matt, screaming the last part.

"No running," growled Grimlock as he pulled out his sword and shield, "I'm not running from an empty suit of armor."

The mech turned to look at Grimlock before its missile mods opened and fired a stream of Dark Energon, narrowly missing.

"What was that?" asked Pinkie Pie.

"I kinda forgot to load up on missiles before we left," said Matt with a little embarrassment, "I think it's using its fuel supply to attack."

"That's it!" said Twilight, "Grimlock, keep making the suit fire at you."

Grimlock snapped, "What? It's firing pure poison at me."

"It's firing the Dark Energon that's keeping it running," said Twilight.

The mech paused at that, ceasing firing and turning towards Matt and Twilight. "Well done. You're officially a Nullspace hero. Fate is screwing with you," said Matt dully.

"I'm not finished yet," said Twilight before firing her proton wands at the mech.

"Great, now it's annoyed and homicidal. Two great tastes that go together," snapped Dante, firing a few shots at the mech as it roared and lunged at Twilight.

However, there was a flash of light and it was suddenly teleported to the other side of the cavern. It paused to see where it was before charging at them again. Another flash and it was back where it started. After another charge, the mech was teleported back again, but this time paused, glaring before letting out a rhythmic revving...it was laughing at them. "Erm...should we be worried?" Matt said.

"Depends on how much it picked up from you," said Dante.

The mech looked around before aiming at the energon pool. "Yup, that's my attitude. SEEK COVER!" yelled Matt before the mech began firing into the pool.

The surface started to boil before purple flames appeared. The group quickly ran down another tunnel before the Dark Energon went critical. Twilight barely raised a shield bubble around the group at the door when the fireball hit them, cracks appearing on the roof and walls. "More running please," said Matt desperately.

The group kept running with Slug at the front. His Triceratops form turned to be a very effective bulldozer/battering ram. The tunnel finally shot out into what looked like some sort of airbase, hangers spread around, the fireball billowing out behind them, before also exploding out of various grates around. "Hmm...we're back at base," said Grimlock thoughtfully.

"This is your base?" asked Rarity, looking around.

"It's not much, but it's a place to rest," said Snarl, "Perhaps we'll move to one of the old cities with the rest of the refugees eventually."

"There's still people here?" said Dante, wearing an airmask as he set up some sort of emitter with an O2 symbol on it.

"Not everyone was lucky enough to leave Cybertron before it went dark," said Grimlock, "Shockwave probably would have left too if Megatron hadn't told him to be in charge here while he's gone."

"The big guy?" said Dante, with interest before activating the emitter, a translucent forceshield appearing. "There...don't need to sleep in this now," he muttered, taking it off while inside it before noticing the hard drive. "What the hell's this?" he said, booting it up and activating a file...


"So, you mentioned friends after your first treatment. Tell me about these compatriots," said Shockwave, looking at the protoform strapped down, already hooked up to CNA infusions.

"Rarity...she's the prettiest..." started the protoform.

"So you've informed me," said Shockwave in a bored tone, "Anyone else?"

"Applejack...she's a hard worker..."

"Tell me about her. I assume it's nothing to do with that organic food some lifeforms like," said Shockwave, not looking up from the monitor.

"Of course it does...she grows the best apples...in Equestria..." said the protoform.

"And tell me about Equestria," said Shockwave, suddenly taking interest.

"So you can plunder it? Not a chance," said Spike.

"Such commendable spirit," said Shockwave before picking up a nasty-looking set of forceps, "Let's see how long it takes for it to break."

"They'll come for me...they're probably looking for me as I'm talking…" said Spike defiantly.

Shockwave sighed, "Of course. I assume their ship's invisible too."

"They could be," said Spike uncertainly.

"Then let's test the theory, shall we?" said Shockwave...


Dante jumped as Rainbow slammed the stop button on the hard drive, cutting the line off. "Too much? Hard to hear your fail proven?" he said smugly.

A low rumble of thunder was heard as Rainbow Dash glared at Dante. "You say one more word..." she said as lightning sparked around her mane.

"Rainbow, calm down," said Applejack, "Fryin' Dante ain't gonna help. Even if he is askin' for it."

"Truth hurts, doesn't it?" said Dante evilly.

Applejack glared before she just walked away from him. She was passing by Sludge when he said, "He's not wrong, you know."

Applejack turned, ready to reply before Sludge said calmly, "I mean, look at us. Sure, our leader's taken a severe IQ hit thanks to Shockwave. But we're a team, and before that we were friends. We watch each other's backs and most importantly, we have each other permanently saved to each other's memories. We'd never forget each other for any reason. And this Dante and Matt, yes, they're mercenaries, but they are also used to working closely with teammates and they'd never forget a compatriot. This Spike you know clearly isn't that high a priority. But what do I know? I'm just a special ops bot."

"And what would you know about being forgotten?" snapped Applejack.

Sludge's tone became more irritated at that. "When the Insecticons first attacked us, I got damaged the worst. Shockwave reconfigured me and then had me dumped back in the Sea of Rust. Everyone thought I had died, even after they found me. It took a cleanup crew to notice I was still online," he said, "Don't tell me what it's like to be abandoned."

He then gestured to his friends. "And look at the rest of us. You think we're deployed here by choice? It doesn't take a quantum processor to work out that command is unnerved by us and keeps us here to forget about us," he said.

Applejack frowned but she didn't snap back. Thinking back, Spike hadn't really been held with high importance. Sure, they liked him, but he wasn't always the most important thing on their mind. The ponies of the Crystal Empire had higher respect for Spike then her friends had. True, that respect was for a very good reason, but Spike was always the sidekick to their group.

"Hey...hey kid, Cybertron calling. You were away with the Allspark," said Sludge cheerfully.

"Wait, what?" asked Applejack.

"You were zoned out. What were you thinking of?" said Sludge.

"Just...the past," said Applejack.

"Best thing to do is not think too much on the past. We need to catch up on your friend," said Sludge kindly.

"Right, how far is it to the dragon's lair?" asked Applejack.

"Not far if we don't have to go straight up," said Sludge.

"What's straight up?" asked Applejack. "Space Ace."

"And who is Space Ace?" asked Matt icily.

"A really annoying guy," said Slug, "There's no need to bother with him."

"Fair enough. So how long has Spike been running around?" asked Matt.

"About a deca-cycle, maybe two," said Slug.

Matt looked confused. "Three weeks..." he said after a minute.

"That's not so bad," said Pinkie, "I was stuck on prehistoric Earth for way longer."

"You had friends...well, people who wanted to talk to you instead of shoot you," said Rainbow Dash.

Pinkie nodded, "They did seem grouchy."

Dante said, "Gee, I wonder why. This is a wasted trip."

"We're not leaving without Spike," said Twilight firmly.

"Like you remembered him?" said Dante evilly.

Grimlock let out a loud snarl and stabbed his sword not far from where Dante was. "Jerks like you is why I joined the Autobots," he growled.

Dante didn't even twitch. "Oh...I'm so scared," he said sarcastically.

"Dante, this guy turns into a fire-breathing T. Rex. I wouldn't push his anger levels," said Matt bluntly.

"And he can do it all he wants. But I doubt he's gonna take an extra fighter off the board this far into hostile territory," sneered Dante.

"Angry people don't always think logically," said Matt.

"Well...are you?" said Dante to Grimlock who glared.

"Don't push your luck," he warned, withdrawing the sword.

As Swoop was passing by, he muttered quietly to Matt, "You wouldn't have to worry about your missing suit if Dante didn't need his anymore."

"True...true..." said Matt to himself.

Rarity walked over to Matt and said, "My sensors are telling me there's a tunnel that might be where we want to go."

"And what gives you that...ooooh..." said Matt, turning to look at the tunnel and seeing that there was clear signs someone had made it larger.

"Also, shouldn't we contact the Junkions?" asked Rarity, "If they've gotten the ship repaired, we would have heard from them by now, right?"

"Unless they're trapped in there. That ship wasn't exactly in best shape," said Matt.

"Who cares? Those three were walking trash cans anyway," said Dante.

"They were not!" protested Rarity.

"My mistake. They couldn't really walk without feet," said Dante.

"Dante, last warning; stow it or I'll save Grimlock the trouble," snapped Matt.

"Oh, so now you're defending those slags?" asked Dante. Rarity and Matt's jaws dropped at that, along with the Maximares who were within hearing range.

However, Slug just turned and asked, "Somebody call me?"

Matt began grinning evilly. "Oh...nothing...Dante just told us how he has the most dreadful death wish," he said cheerfully.

"You wouldn't off your-" started Dante before Rarity slapped him hard in the face. And it probably would have hurt a lot when she was just a pony, let alone as a robot. Luckily Dante was in his mech, though it still shook him around. "You little..." he began, his mech readying weapons before he suddenly had every Dinobot aiming some form of bladed weapon, all of which were on fire, at him.

"Dante, what I believe our hosts are trying to say is that you've outstayed your welcome," said Rarity.

Dante glared. "No worries, no worries, we're all on the same side here. Even if some of us don't like one another," he said, powering down, the mech stopping them seeing his glare and furious expression.

"Now, then I think the... ladies back on the ship should be checked on," said Matt.

"No, you're on limited air. The ships at the spaceport are closer," said Grimlock.

"Well, we can't just leave them there," said Rarity.

"They're perhaps in the safest place on the planet," said Swoop.


The tunnel Rarity designated led them upwards. They soon noticed a few signs, namely claw marks in the floor and parts of the tunnel walls that looked melted.

Matt, to pass the time, was listening to another file.


Shockwave looked over at Spike, the small protoform having grown, signs of the CNA taking effect visible. "And how are we feeling this morning?" he asked, activating the next dosage.

"I ache..." groaned Spike.

"That's good...very good. It shows your internal systems are registering properly," Shockwave said approvingly.

"It hurts..." groaned Spike.

"It is supposed to. Pain makes one strong after all," said Shockwave calmly.

The computer said, "Sensor readings indicate a risk of pain receptor overload...recommend a EMP burst to knock out his sensors."

"No, I think not. It is a shame his companions are not yet here. A new team to replace those failures that became the Dinobots would be useful," said Shockwave calmly.


"Would you please turn that off?" asked Rarity, "I just can't stand it any longer."

Matt frowned, switching the file off. "We have to be prepared that Spike...might be a little pissed at you girls," he said grimly.

"If he even still remembers them," said Snarl, "Shockwave has a way of making his experiments forget themselves."

"And me without my mech," muttered Matt, checking his air supply.

"What exactly are Predacons here?" asked Twilight, "I'm getting the feeling they're not just a sub-faction of Decepticons."

"They're ancient Cybertronians. Nasty ones too. Luckily they all went extinct," said Snarl.

"Of course, Shockwave has been digging up their fossils," said Swoop, "He's been hybridizing Cons with that CNA."

"And...these Predacons...had a temper I assume," said Matt carefully.

"You know how Grimlock's like when he loses control?" asked Swoop.

"Yes..." said Matt nervously.

"Think that, only bigger and sometimes with wings," said Swoop.

"Oh arse...and I had to drop my mech in a pile of psycho juice," whimpered Matt


Back at the pool of Dark Energon, considerably emptier than it was before, the Horrorcons were looking at what was left. "Hey, boss, check this out," said Blight as he removed some rubble to reveal a mech suit.

Hun-Gurrr glared at it. "Get back from it. We're lucky it's not woken back up yet," he commanded, before the mech's optics lit up again and it swiped at Blight.

"Still running on Dark Energon," said Windrazor.

The mech looked between the Horrorcons before aiming its coilgun. Twinstrike aimed the dragon heads on his arms and shot two blasts at the mech.

The mech staggered back, though only one shot connected, before it tried to fire back, only for the arm holding the gun to fall off, the mech looking at it before at the Horrorcons

"You'd almost think it'd had a brain," said Blight.

"The same mistake could be made about you," said Rippersnapper.

The purple of the Dark Energon began to flicker at that, the mech picking its arm up and screwing it back on.

"Looks like it's running low on fuel," said Hun-Gurrr, "Wear it down, but don't damage it."

The Horrorcons smirked and advanced, Blight lunging and choking as the mech's free hand shot out and grabbed him by the neck, the purple color vanishing as it turned to mutely look at Blight, before throwing him back into Twinstrike, raising its coilgun and firing a burst of automatic fire.

"How long do we have to play with this thing?" asked Windrazor, "Not that I mind, but Shockwave doesn't like to be kept waiting."

The others looked at the holes the coilgun was punching in the scraps of armor littered around. "You first," said Blight sarcastically before they realised the shooting had stopped, the group peering out to see the mech was walking off

"Looks like the bot's on auto now," said Twinstrike before snickering, "Get it? Get it?"

"Don't pursue a comedy career," said Windrazor icily before he said, "It's like it doesn't even notice us." aiming only for the mech to aim its coilgun, a laser sight on Windrazor's spark chamber, till he slowly lowered his blaster. "I...think it wants to be left alone..." he said carefully.

"Interesting...I think it's heading back home," said Hun-Gurrr.

The others paused as they detected the homing signal. "Like the other mech we saw..." said Blight with a grin, the Horrorcons exchanging looks before setting off in careful and, by unspoken agreement, non-hostile pursuit.


As the group progressed, they found more signs that something big has been this way. There were claw marks on the floor and walls, scorched and half-melted spots, and pieces of Insecticons, more than a few looking gnawed on.

"I suddenly feel bite sized." said Matt weakly.

"If he's been preying on Insecticons, you're going to have more trouble talking to him," said Sludge.

Dante was checking his mech's sensors, saying, "There's something here. Got movement I think. Just brief spots on the scanner."

"Well, how stealthy could a giant metal lizard be?" asked Rainbow Dash.

"Predacons can be pretty sneaky," said Swoop, looking around with concern

"They're also faster than they look," said Slug.

There was a clink at that, Matt seeing a small piece of metal, even small for his current situation before he slowly lowered his IR goggles and looked up. "Oh...nuts," he muttered, seeing a shape on the roof with yellow eyes before it dropped down, landing on Grimlock.

Most Cybertronians would have buckled under such a huge, heavy thing dropping down on them. Grimlock just grunted before slamming it into the wall.

The shape was already on its feet as Grimlock opened fire, dodging the shots before slapping the weapon aside and slashing Grimlock, kicking him off his feet before lunging at Swoop and throwing him into Snarl.

Sludge charged into the shape, his bigger size giving almost enough weight. The shape however proved how sharp its claws were by plunging them into Sludge's chest, forcing him back before its hand glowed and a green blast knocked Sludge over.

"Sludge!" yelled Grimlock before his circuits started blazing.

The shape turned its head to show two glowing yellow optics as Grimlock charged again, blocking Dante who snapped "Clear the target, you damn toaster!"

"He hurt Sludge!" snarled Grimlock, his voice getting deeper as panels on his back started unfolding.

"Then get out the way so I can-" began Dante before the Predacon's claws came through Grimlock from behind, pushing him into Dante and causing him to fire several shots into the ceiling, the shape turning to focus on the girls at that, its optics narrowing.

"You sure this thing's Spike?" asked Matt. He was feeling very vulnerable now.

The thing walked slowly towards them, Twilight igniting her horn to light up the tunnel, the girls gasping at what they saw. Unsurprisingly, it was a giant robotic dragon. The dark purple armor plating and green spikes going down its back weren't that much of a surprise. The pale green underbelly stood out more though. But to the girls, this creature was very similar to the monster Spike had become when his dragon greed had gotten the better of him, except made of metal and having wings.

"You...all of you...I remember you..." the dragon snarled in a deeper, but familiar voice, Matt also getting the chilling thought it meant him too somehow.

"I don't think he's focusing on fond memories," said Twilight.

"You left us here...you forgot us," snarled the dragon, aiming its palm at them, the same green glow beginning.

Just then, there was a boom further down the tunnel. The dragon turned just in time for a blue slug to slam into its chest, the sheer speed lifting it off its feet and throwing it into the wall. A second and third slug slammed into it, though all it seemed to be doing was denting and dazing it. From the tunnel emerged Matt's dented and damaged mech, firing its coilgun over and over as it mechanically walked forward, apparently on autopilot.

"Oh, look Lynch, it's your Ford Angela," said Dante dryly.

"And I've never been happier. Serina, take its wheel please," said Matt.

Serina said, "Already ahead of you, never been gladder these things have a backup VI." The mech paused before, as Serina took control, kneeling down and putting Matt on its shoulder, letting him take control.

"Ok, Robo-Malefor, let's see how armed you really are," Matt snapped, stomping his mech over and pushing his mech's coilgun under the drake's chin.

"Wait, that is Spike!" yelled all the girls practically at once.

Matt paused, before looking at the dazed Predacon. "Are you sure? He seemed more intent on killing us all," he said.

"He's not in his right mind," said Fluttershy, "Shockwave must have used a shell program on him."

Matt looked at her before down at the dragon, which was stirring before he said, "You are one lucky dragon." switching his coilgun to EM rounds, the equivalent of stun and firing a trio into its chest, putting it into stasis lock.


Unseen, the Horrorcons had watched, as their guide had easily knocked a fully-grown Predacon soldier on its tailpipe. "Boss, we should call this in. Get some backup," hissed Blight, adding, "I do not want to see what that cannon that thing's holding does to us."

"Not to mention we are at a distinct numerical disadvantage," said Twinstrike, noticing the Dinobots and Maximares.

"Fine, we'll keep our distance. Call the boss and see if he can get some of his drones over here," hissed Hun-Gurrr, albeit reluctantly.

"Pity. I was looking forward to tearing into some Dinobots," said Rippersnapper.

"Ok, go ahead. It'll be a nice experiment to see what that coilgun does to your spark chamber," said Windrazor sarcastically. Rippersnapper frowned. He loved a good battle as much as the next Decepticon, but like other Decepticons, he preferred fights firmly in his favor.

"Ok, we fall back to where we can watch and call the boss for some cannon fodder," said Hun-Gurrr reluctantly.


It took the combined strength of the Dinobots to move the Predacon the Maximares was sure was Spike further along the tunnel. The girls were having a concerned discussion about him as they walked.

"What did Shockwave do to him?" said Dash in a small voice, looking at where the Predacon had been slumped.

Dante, it seemed, had 'borrowed' some of the restraint bolts from when they'd found Rarity and every single one was on the dragon, pulsing faintly. Him and Matt took turns to guard it, not only to protect them, but to protect it from Grimlock, who had already stated once that he thought they should just take him offline.

"Well, apparently Predacons can install shell programs that overrides a bot's natural personality," said Fluttershy, "I think Shockwave may have done something similar."

Dante said calmly, "So the 'Spike' you're after's history. Then we put this thing down and look for a ship off this rock. Preferably before more Decepticons arrive."

The girls stared in horror at how casually he suggested it. "Wow, that's pretty cold," said Swoop.

"He may have a point," said Grimlock, "This thing is a danger to everyone."

"Dante, shove it or I'll find something to duct tape you to," snapped Matt.

"Grimlock, I'm surprised at you," said Sludge, "We of all bots know what this guy's gone through."

Behind the arguments, the Predacon began to twitch, the optics lighting up with green light as the argument continued. Matt finally fired a shot into the ceiling...the moment spoiled slightly as a small shot Insecticon fell down and bounced off his head. "Everyone SHUT UP!" he yelled, snapping at Dante, "Last I checked the NSC frowns on summary executions."

"This ain't NSC," said Grimlock.

"I'll put it another way. I will blow the head off the first person to try and retire Spike till we're sure it's not Spike," he said, before seeing everyone's expressions. "What?" he said. He turned to see the Predacon had lifted its head, its optics glowing green instead of yellow. "Uh...green is good, right?" asked Matt.

"Twi...light...?" said the Predacon slowly. The voice sounded much too young to come from such a huge beast.

That seemed to at least silence Dante and Grimlock, Dante voicing his fellow merc's opinion when he said "He's a kid...who wants to eviscerate Shockwave? Show of hands."

"Get in line," grumbled Grimlock.

Twilight however was trotting carefully towards Spike, her voice indicating if she'd been organic, she'd have been in tears. "Oh...Spike...I'm so sorry," she said.

"Twilight...where..." said the Predacon before a flicker of yellow appeared in his eyes. "Where were you?" he asked, sounding harsher.

"We were scattered. Our memories had been altered..." began Twilight, before realising how that sounded, before she said again, "Oh, I'm so sorry..." Matt and Dante exchanged a look before calmly moving into positions that they could act if needed.

"What about...me?" asked the Predacon, who seemed to be struggling with something.

"That varmint Cryotek wiped our memories," began Applejack.

Fluttershy said, "Because he found it...funny, I think."

"Cryotek..." growled the Predacon, the optics turning more golden.

"Eaaasy, kid," warned Dante, his mech's hand going to its sidearm.

"Don't think about him," said Grimlock, "Focus on...what keeps you grounded."

"He...made you forget me...how long...did it take?" Spike managed, his voice sounding slightly older and deeper.

The Maximares exchanged glances before Pinkie Pie said, "Honestly, we don't know. Time's been running at different rates for us."

"I've been here...for...a yeaaaar..." snarled Spike, his eyes now more yellow then green.

"Spike, we can only move forward from the past," said Twilight, "What's important now is that we're together again."

"You FORGOT ME!" snarled Spike, readying his claws before pausing as a rail slug went past his ear.

"I told you, easy!" snapped Dante, blaster aimed. Spike glared at him before slowly lowering his hand.

"Ah don't suppose ya fancy talkin' it out in robot mode," said Applejack.

Spike glared before he began to transform. It wasn't quite as elaborate as most transformations. He stood up on his hind legs, his front legs became arms, the wings hung from his back much like a cape. His dragon head became part of his wider chest as a head shaped much like a knight's helmet with dragon ears came up. His tail ended up detaching to become a handheld lance.

The girls recognized it as similar to his form from when they'd been in the shared dream, before they transformed too. "He tortured me, Twilight. He turned me into this...and I was always hoping you'd be through the door any second...any second...for months..." he snarled.

"Spike, it took us a long time to find each other," said Applejack.

"Were any of you being tortured? Did any of you even remember me?" snarled Spike.

"It's not been that easy for us," said Rarity, a little hotly, "We all thought we would never be able to find our friends again."

Spike glared before he said, "Were you on a dead world? Where everything's trying to kill you? This place made the Everfree look like Ponyville on Hearth's Warming." in a cold tone, aiming a glare at Matt too who said "What did I do?"

"And have you been helping them at all?" snapped Spike.

"Erm...yeah...me and my angry partner here were part of a boarding party. Cryotek's ship tried to run a blockade into Cybertronian space," said Matt in confusion.

Spike paused as he seemed to realise something, saying in a less angry voice, "You saved them?"

"Yeah, despite someone saying we're better off without them," said Matt, throwing a dirty look at Dante.

"Hey, we've been AWOL for at least a week..." began Dante.

Matt and Spike shouted "Shut it." in unison.

Dante muttered, "Oh God, there's two of them now."

Spike put a hand to his head and muttered, "My head's starting to hurt."

"Welcome to Nullspace...and boy is it annoying," said Matt.

Spike decided to drop the subject for now, "So...I assume you brought a ship. Where is it?"

Matt said "Well...some of it's over there..." pointing in a random direction, pointing in another and saying "Some more's over there...it's...all over the place really."

Dante snapped "We got shot down by a floating minefield coming to look for you."

"So we're not getting off this planet?" asked Spike, his shoulders sagging.

"If we can find another ship. Hopefully before me and Dante run out of air..." said Matt in a mock-cheerful voice.

Dante added "Or before more Decepticons show up."

Spike sighed and asked, "Anything else?"

"Well, we have some new friends who are trying to salvage the ship," said Pinkie.

"And hopefully they got eaten," muttered Dante.

Matt said, "Anyways, we ought to be finding a new ship or more oxygen supplies. Whichever comes first."

"Shockwave's the only one who might have a ship. His Vehicons stripped most of the starports and shipyards for spares," said Snarl.

"Vehicons?" asked Fluttershy nervously.

"His mass-cloned troopers. Pretty easy to pick off," said Snarl.

"Oh, clones," said Fluttershy, "So they'd have sparks?"

"Uh, yeah. There's a difference between being a trooper and being a drone," said Slug.

"And I assume that means they have brains," said Matt.

"Just barely enough," joked Slug.

Spike glared. "He doesn't have a ship, just a Space Bridge...and he's making more of me. I saw a big one," he growled.

"Bad enough he's creating more of his Forged," grumbled Grimlock, "Now's he cloning true Predacons."

"The difference being?" asked Rarity.

"True Predacons were just primordial beasts," said Sludge, "Thankfully without big processors or T-cogs."

"He's trying to fix that. Apparently some...big wig on some planet called Earth wants it," said Spike.

"Why do the marauding aliens always go to Earth?" muttered Matt.

"Doesn't matter. If they're anything like Twilight's pet, it'll be chaos. We need to cripple his lab," said Dante sternly.

Spike growled at that. "Dante, I never considered Spike a pet," said Twilight, "He's practically a brother to me."

"Whatever floats your boat, lady. Doesn't change the fact that a bunch of him could slaughter thousands," said Dante, before repeating, "So where the hell's that lab?"

"I am not going back there," growled Spike.

Grimlock snapped, "We've been looking for his lab for years and you know where it is."

"And there's a good reason why I don't want to return!" snapped Spike.

"Other than cowardice?" retorted Grimlock.

"Would you want to go back to the lab where you were experimented on?" snapped Spike.

"If it meant stopping it happening to anyone else," yelled Grimlock.

Rarity suddenly tilted her head and called, "Er, gents, I think we have another issue."

"Like what?" snapped Dante, before his screen lit up. "Aw crap...GET DOWN!" he yelled before a hail of laser bolts shot into the tunnel. Of course, the larger bots had trouble ducking, but at least they had thick enough armor.

The Maximares could see a squad of Vehicons firing into the tunnel. "It's Shockwave. How the scrap did he find us?" yelled Grimlock.

"He sent his best trackers!" called a voice behind the vehicons.

"Horrorcons...great," snarled Swoop, shooting down a Vehicon.

"Who?" asked Rainbow Dash.

"Shockwave's hunting team," said Swoop.

"You led them here!" roared Spike, his eyes going fully yellow.

"Oh this is the last thing we need," groaned Dante.

Spike roared at that, transforming back to his beast mode and charging the Vehicons, the shots bouncing harmlessly off him as he went to town, sadly not noticing as the Horrorcons walked past them. "Grimlock, our boss missed you," sneered Hun-Gurrr.

"I missed him too, but my aim's improving," said Grimlock.

"Really?" snapped Matt.

Hun-Gurrr sneered, "For once we don't want you. But thanks for leading us to his property." aiming a thumb at Spike.

"You are not taking him!" snapped Twilight.

"Oh yeah? How are you gonna stop us? Poke me with that horn?" sneered Blight. The horn split open slightly at the tip, revealing a small cannon. Blight laughed at that until it fired a shot that sent him flying back down the tunnel.

The Horrorcons looked at one another before laughing, Twinstrike saying "He did ask for it...ah, I'm gonna miss this when they're gone." aiming his blaster at the group.

"I have a better idea," said Hun-Gurrr, "Twinstrike, Rippersnapper, show them your upgrades."

Twinstrike and Rippersnapper grinned before transforming. Twinstrike's feet shifted as a pair of legs extended from his sides, two tails emerging from his back while his arms became the two heads of his dragon mode. Rippersnapper's arms became legs, his legs linked together to form the upper body as the tail extended back to form a bipedal shark monster.

"Yeah...let's not watch this," said Matt, opening fire.

The two Horrorcons roared before charging at the group. Twinstrike went for the girls with a hungry roar, while Rippersnapper charged the two mercs, Hun-Gurrr walking confidently towards the Dinobots.

"So, you've been reforged," said Grimlock.

"Why shouldn't we?" asked Hun-Gurrr, "With our tracking skills combined Predacon abilities, we're the ultimate beast hunters."

"And yet you needed backup," taunted Snarl.

"There were just too many of you, but not for long," said Hun-Gurrr.

Blight and Windrazor transformed next. Blight flipped upside down as arms became legs and legs became arms. Despite the draconic head that appeared on his new shoulders, Matt thought he looked more like a troll. Windrazor was more simplistic, arms becoming wings, feet extending into talons, and a beaked head emerging from the chest to create something that looked like a cross between a hawk, a pterosaur, and a dragon.

Windrazor screeched before charging Matt, who backed up, taking aim and firing just as Windrazor took off...at where he was a second later. Sadly, his victory ended as Rippersnapper tackled him from the side.

Blight, however, tossed Dante aside to join Twinstrike in his pursuit of the girls, ignoring the shots. He was particularly focussed on Twilight, snapping "Just wait till I grab you. You messed up my spleech slenters...speech centers!" he snapped.

"Don't blame her," said one of Twinstrike's head.

"For your quirks," said the other head.

"You keep out of this," snapped Blight, adding, "You didn't get blot down the funnel...shot down the tunnel, spark dammit!"

Meanwhile, Shockwave's drones were trying to advance further. "They're like cockroaches!" snapped Matt, gunning down two more.

"Quiet! You'll draw in more Insecticons!" snapped Dante.

It's a bit late!" snapped Matt, turning and aiming apparently at Dante before both were pushed down by a snarling Horrorcon. Twinstrike snarled down at both of them with both of his heads. As such, the two of them could see the insides of the Horrocon's throats start to light up.

"Oh no, Karnak, power to shields, NOW!" snapped Dante, Matt just screaming "SERINAAAAAA!"

Thankfully, Slug had changed to triceratops mode and plowed into Twinstrike. The dragon's fire blasts shot over head, narrowly missing Swoop and Windrazor. Matt and Dante exchanged looks before both aiming at twinstrike and firing.

While Blight and Rippersnapper were engaged with Snarl and Sludge, Hun-Gurrr and Grimlock were duking it out. "You have the potential to be the strongest of all," said Hun-Gurrr, "Why waste your effort with holding back?"

"Because I'm not you," snarled Grimlock, slugging Hun-Gurrr across the face.

"Of course you're not," said Hun-Gurrr, "Because I'm not a disappointment."

Grimlock growled at that, Hun-Gurrr smirking as he dodged a blow. "All that tactical genius, gone so Shockwave could reroute more power to your muscles," said Hun-Gurrr, "But then, you didn't have much brainpower to begin with."

Grimlock growled louder, swiping. "He should have left enough brainpower so you could aim," sneered Hun-Gurrr.

Grimlock roared at that, lunging at Hun-Gurrr who blasted him in the chest. The shot barely phased Grimlock. But it did give him the push to transform to dino mode and roar.

"So there's the big beast," said Hun-Gurrr, "Rather impressive...for an earlier model." The Horrorcon began transforming, his arms turning into legs like Grimlock's. But the big difference is that Hun-Gurrr's legs became long necks for the two dragon heads that were his feet. The two heads laughed in unison before shooting out, each one biting down on a shoulder before throwing Grimlock aside, barrelling into Spike.

Spike roared in anger before shooting out a huge blast of fire down the tunnel. The Vehicons caught in the blast barely had time to scream before they were melted, the Horrorcons staring as Spike turned to glare at them.

"Looks like Gonder's gone feral again," said Windrazor.

"Who shot me?" snarled 'Spike', eyes glowing bright yellow, the Horrorcons pausing. Evil and fearless they were, stupid they weren't and knew that the wrong answer would go really wrong for them before Twinstrike's left head said childishly, "He did." pointing at Matt's mech.

"DID NOT!" yelled Matt

Gonder didn't wait, charging Matt, the Horrorcons grinning before looking at the girls, the Dinobots mostly out for the count now. "Shockwave, Hun-Gurrr here. Gonder's a little trouble, but we found the bots that Cryotek wanted..." he sneered.

"While I am pleased with your results so far, my analysis of the situation indicates you have overextended your scope of your goals," said Shockwave's voice.

"You won't find us as easy," snapped Rainbow Dash, Shockwave apparently overhearing.

"I am reaching the logical conclusion that you have, as some would say, bit off more than you can chew," said Shockwave.

"Urgh...you want us to run?" snarled Hun-Gurrr angrily before an angry roar got their attention in time for Dante's mech to sail over their heads.

"The probability of your complete victory is dropping dramatically. You will have to settle for a partial victory. Capture at least one of the fugitives. The rest will follow you later. Shockwave out."

Blight grinned sadistically, "I got just the one." before lunging.

Twilight was busy with one of Shockwave's drones, so she didn't see Blight until he landed on her. "Twi!" yelled Applejack, charging only to be blasted by windrazor.

"Keep the others occupied," said Hun-Gurrr's heads at the same time, "We're bringing this one back."

"Fine.," snapped Twinstrike's left head.

The other said, "I wanted the orange one."

"With luck, she'll slow the others down," said Hun-Gurrr before blasting more in Applejack's direction, bringing part of the wall down on her. Twilight struggled in Blight's grip before he shocked her into stasis lock. Hun-Gurr glared at Gonder before he called "Horrorcons, fall back."

The Horrorcons may have disobeyed if they were just a little more bloodthirsty. But by this point, the odds were slipping too far and the remaining troops were retreating. That and they watched as Gonder tore a tank Vehicon in half, before they ran for it.

Gonder himself glared, looking around before snorting and turning to leave, only to hear a click and a whine. "And where are you going?" said Matt darkly, the girls seen behind him digging Applejack out, who luckily none the worse for wear.

"They're getting away," growled Spike.

"Is that the kid speaking or the angry robot?" said Swoop carefully.

"The eyes say angry Predacon," said Slug.

Fluttershy walked past Matt at that towards Gonder/Spike. "Spike? We really are sorry. We'd have come for you if we could. I can't imagine what happened to you..." she said, sounding ready to cry.

Gonder snarled, but an emerald flicker could be seen in his optics.

"We want to help...please," said Fluttershy in a pleading voice.

"Spike, you know you can trust us, right?" asked Rainbow Dash.

Gonder glared before he finally said "Once more..." in a cold tone..

"We need to find Twilight," said Rarity.

"I know where they took her," said Gonder coldly

"To Shockwave, obviously," said Grimlock, "Problem is that Shockwave's got so many labs across Cybertron, how will we ever find the right one?"

Gonder turned to glare before he said coldly "I know where Twilight is."

"Really? How?" asked Pinkie

"I'm a Predacon, aren't I?" said Gonder coldly, heading out without waiting.

"Won't those guys think to cover their trail?" asked Matt.

"Not at all," said Grimlock, "They're expecting us to follow."


Twilight yelped as she was thrown to the floor in a sterile lab, dozens of varying devices around. She turned in time to see Hun-Gurrr, smirking, seal the door on her.

The lab table gave Twilight a pretty good idea of where she was. And she didn't like the look of those instruments on a separate table. She trotted over to a large tube in the wall, a half-formed robotic form barely visible inside before a mechanical voice said "One of my works in progress."

Twilight turned to see Shockwave. He was considerably bulkier than the one she met in Axiom Nexus, but his one-eyed head made it obvious who he was. Twilight noticed he only had one hand, his left arm being mostly a large cannon with a segmented hose connected it to his back.

"You are the one my supplier was looking for. He called me not long after supplying a protoform asking me to inform him if I found one of you. I am curious as to why," said Shockwave.

"Well...it's a very complicated matter," said Twilight, "It might be beyond your ability to grasp." "Nothing is beyond my grasp," said Shockwave.

Twilight smirked and said "Well...me and my friends used to be organic lifeforms till your friend turned us into sparks."

"Fascinating. And I suppose you know how the process was done," said Shockwave.

"I only got a brief look at the machine..." began Twilight

Shockwave's optic narrowing before he said, "That is not a problem." Shockwave picked up Twilight and slammed her onto the lab table, energy restraints binding her wrists and ankles.

"Hey...what are you doing?" yelped Twilight.

"As an organic, you lack the proper vocabulary to fully describe the process," said Shockwave. He picked up a long cable and plugged one end of it into the back of his head. "Therefore, I need to examine your memory directly."

Twilight yelped and tried to pull herself free as Shockwave walked closer, the other end of the cable in his hand...


"That's the lab?" hissed Matt, the group peering out. The lab was a fortified bunker, probably one of thousands across the planet. Matt could see why it would be almost impossible for the Dinobots to pinpoint Shockwave's location.

"No wonder we didn't find it. It must still have its sensor scramblers active," growled Grimlock.

Swoop landed from recon, "Thing's a fortress. One of the Mk 3's. Probably why it's still standing. We'd need a battle cannon to breach the doors."

"Or a bunker buster," said Dante, "Pity we left them back on the ship."

Matt paused before he flicked on his comm.


Back at the crash site...

The Junkions, to their credit, hadn't given up trying to repair the crashed ship, despite it being a futile effort. However, there was only so long one could fight the inevitable and the trio were looking with gloom at the wreck. Yes, it could technically fly, but the humans on board would have to learn how to not breathe.

"Too bad. There's plenty of good scrap left," said Koff.

"Could almost make a new ship with it," said Trub.

A voice in their head said at that, "Hello? Testing, one, two, three."

"'Ello guv'nor," chimed Trub.

"I'm not in the mood. I need you three to get something and I need you to listen...cause if you mess this up, you could potentially blow a significant chunk out of the planet," snapped Matt.

Gryme beeped something at that. "Gryme says ya better be pretty descriptive-like," said Trub.

"I need a warhead...ZR-35 yield," said Matt.

"Bound to be a roight many war-'eads to choose from," said Koff.

"It's written on the side. It has blue and yellow stripes on the warhead," said Matt.

"How'd you know the weapons are still there, guv?" asked Trub, before all three Junkions tensed up as Matt said chillingly "Well, the planet's still here, isn;t it?"

"Ye sure ye want us brinin' this beastie?" asked Koff.

"The ZR-35's all I need..." said Matt.

"Alrighty then, one ZR-35, 'old the onions," said Trub, "We'll 'ave it delivered within 20 minutes or it's free."

"And just to focus your mind, it has a hair trigger," said Matt.


It actually took only 10 minutes, probably cause the Junkions didn't wanna be near said warhead too long, only to stare in horror as Matt simply removed a few small pieces from the warhead. "Detonator core...perfect," he said.

Gryme let out a series of furious-sounding bleeps. "Wow, and bots say I talk trash," said Slug.

"Yes, I could have told you to just take that but there's two reasons. One: I hate you little freeloaders with the force of a thousand supernovas. Secondly, it has anti-tamper devices and you woulda just blown yourself up," said Matt calmly.

Gryme beeped even more furiously at that. "You do know that we can't speak bleep," said Dante.

Gryme proceeded to make some particular hand gestures. "I'm not sure what that means, but I have a feeling it tilts towards the obscene," said Dante.

"Well, it could just be a form of Junkion Sign Language," said Grimlock, "Wait, I think that's an extension... Oh, wow, now that really leaves no room for doubt."

The group watched as Matt took a small missile out of his mech's missile pod and began messing with that too. "He knows what he's doing, right?" said Rarity carefully.

Dante said, "Trust me, when it comes to demolition, Matts a natural."

Matt held up what looked like the detonator core covered in wiring. "Behold...my skeleton key," he said, the voice indicating he was probably grinning insanely in the mech.

"Ya remember we're tryin' ta not blow up Twilight, right?" asked Applejack.

"I'm a professional," said Matt, throwing it.

The core sailed through the sky, a Vehicon spotting it and yelling "DOWN!" The guards dived for cover as it hit the door and fell in front of it...and nothing happened.

"It's a dud," snarled Grimlock, only to see that Spike and Dante were heading for a trench further back.

"Was that it?" asked Swoop before there was a flash that threw everyone except Matt down, a growing blue dome growing around the door, sucking in rubble and the Vehicons that were too close with a roaring noise before it collapsed in on itself, revealing that it hadn't been a dome, it had been a globe, a perfect sphere of ground missing, the edges glowing and some shocked Vehicons on the other side.

"Knock, knock," said Matt.

Dante counted "3...2...1..." reaching zero as Matt activated his mech's melee weapon and charged the suddenly-terrified Vehicons, laughing insanely, the squad leader managing a "What the he-?" before Matt made impact.

"He has...issues," said Dante calmly, adding "But he does make a great distraction."

"That was just the opening act," said Grimlock, "Dinobots, let's get in there!"

"Oh God, there's an army of him," muttered Dante, his mech facepalming.

Gonder asked, "Are you sure he's not rabid?" blinking as a Vehicon hand bounced off his head.

"Jury's still out," said Rainbow Dash weakly.


Twilight was shaking as Shockwave disconnected the cortical psychic patch. The way he rooted through her processor... She had never felt so violated.

"Hmm...interesting technology, not all of it Cybertronian, sealed memory blocks. Now why would Cryotek have done that?" muttered Shockwave, not bothered by her discomfort.

"How...Cryotek..." said Twilight weakly.

"How do I know him?" asked Shockwave, "In my experimenting with space bridge technology, I have found that certain wavelengths can result in portals to other dimensions. Unlike Cryotek, I learnt to keep my head down. Now, let's see what he wanted to hide..."

But then the room shook and an alarm began to sound. "Commander Shockwave, someone just set off an implosion charge on the main doors," said a voice in a panic.

"Can't I be left alone to work?" asked Shockwave, sounding annoyed.

"There's too many. It's Grimlock and his te-aaaargh." said the desperate voice before the line went dead.

"Grimlock..." muttered Shockwave, unconsciously clutching at his left elbow. He pulled the cable out, before looking at Twilight. "We'll resume once I see to some unexpected guests," he said.


The Vehicon troopers were not expecting the Dinobots to find this lab. And they've never fought the Maximares and Spike before. Simply put, they didn't last very long.

Spike led the way deeper, the girls close behind before suddenly coming to a halt, transforming to robot form and readying his lance.

"What's up?" asked Applejack.

A blast shot out at that, narrowly missing them. "Subject 23, you came home," said Shockwave, walking out the shadows.

"This Shockwave's bigger than the one in Axiom Nexus," said Rarity a little nervously.

"I've not heard of that world. I'm sure you'll give me the information you know though," said Shockwave coldly, readying his blaster cannon.

"Hey, one-eye. You can count, right? It's six of us and one of you. You're pretty badly outnumbered," said Rainbow Dash.

"A logical, if poorly-stated, assumption," said Shockwave, "But you have failed to account for all the variables."

The Horrorcons, in their robot forms, dropped down from hiding places, Spike growling at Dash, "You had to say something."

"Hey, it's still six-to-six," said Pinkie, "We have even odds."

"Horrorcons, crush them under your foot." said Shockwave coldly.

"Don't you mean feet?" asked Fluttershy.

"It doesn't matter," said Spike, "I'm still bigger than them."

"Not for long," said Hun-Gurrr.

There was much energy released as the Horrorcons linked up to each other. Blight and Rippersnapper reconfigured into sturdier forms as Hun-Gurrr's left and right feet plugged into them respectively. Windrazor and Twinstrike transformed into their beast modes before their legs linked to Hun-Gurr's shoulders, with Windrazor's head becoming the right hand while Twinstrike's front legs and heads forming the end of the left arm. Hun-Gurrr's back was now the chest and a different head was placed on top of the combiner's body.

"That's new," said Rarity with a gulp.

"My latest combiner experiment," said Shockwave, "Not as sophisticated as Bruticus, but I am curious to see how it will function."

The combined Cybertronian roared before charging the girls, only to be tackled by Spike. "Get Twilight!" he yelled.

"But we can't leave you to deal with this abomination," said Rarity.

The combiner glared at Rarity and said, "Me show you abominato...abomnila...ABOMINUS SHOW YOU!"

"I said go," yelled Spike, one of his optics emerald green before he punched Abominus.

Shockwave paused before heading into a side room, but not before pressing a command. The bunker's automated systems would transfer his project to his backup site, just in case that his pet failed.

"Beginning Lab Report #100413. The Horrorcon combiner has named itself Abominus. A rather apt title. It is currently engaged with Subject 23 and five Equinicons."

Shockwave paused as he watched the Equinicons slip past at Subject 23's advise, heading for the lab. "Hmm...it seems Abominus needs to focus on his surroundings more. I should make sure the project has sufficient higher thought functions so that he cannot be flanked."

The automatic defenses were opening fire on the Maximares, keeping them from the door. The turrets continued to fire till Fluttershy demonstrated her 'party trick' to disable them.

"Hmm, that door looks pretty sturdy," said Applejack as she extended her piledrivers, "May take a while to bust through them."

"Not if I give you a chink to start with," said Rarity before activating her drill.

Between the two, the door quickly gave up, falling into the room beyond, in time for a container to retreat into a sealing hatch, and they found Twilight semi-conscious in robot form on a table.

"Twilight!" cried Applejack and Rarity, hurrying over to her.

Twilights eyes shot open at that, like she'd been shocked out of a nap. "Girls," she said in a panic, trying to get free.

"Hang on, Twi. We'll get you out," said Applejack. Rarity's drill made quick work of her restraints.

The girls grabbed Twilight as she slumped down. "We need to destroy this place. He was looking for home," she said manically.

"What does Shockwave want with Equestria?" asked Rarity.

"Our natural resources...burn our world for fuel..." said Twilight.

The girls looked around at the various computer banks, humming away decoding the extracted information before they all took aim.


"Data decryption interrupted...servers 1 - 6 offline," said a calm voice in Shockwave's head, to his annoyance.

"That world would have provided plenty of energy resources," said Shockwave, "But it is not the only one of its kind."

"Confirmed...shall I retask troops to detain and eliminate intruders?" asked the computer.

Another crash brought Shockwave back to the Predacon battle going on. "Much like Bruticus, Abominus appears to be less than the mental sum of his parts. Records seem to indicate that combiners' intellect are limited based on how well the components can agree with each other. Furthermore, the Predacon CNA spliced into the Horrorcons seems to have a greater mental effect on Abominus."

"Is a recall required? Shut down protocols are prepared," said the computer calmly.

"Negative. Abominus may be brutal and simplistic, but those qualities make the best attack dogs," said Shockwave.

"Confirmed. Shall I retask troops to capture and eliminate intruders?" asked the computer again, its primitive programming preventing it from thinking too far. All it knew was it hadn't received a reply to that question.

"Proceed," said Shockwave.

"Retasking troops," said the computer.


The girls ran out in time for Spike to be thrown into the wall next to them, Abominus roared. "Spike!" called Twilight, though she still sounded weak.

Abominus turned to glare, its optics narrowing as some small part recognized her. "Pointy heaaad..." he snarled.

"Wow, he's even stupider than I thought," said Pinkie.

Abominus glared at that, stomping forward as flames licked round his mouth. "Abominus roast you alllll..." he snarled.

Cydrael03/16/2020

Rainbow Dash quickly started charging up the air. A few seconds later, a raincloud appeared over Abominus's head and started pouring down on him. "That should slow down his fire-breathing," said Dash. Abominus just pointed his arms, Windrazor and Twinstrike's mouths lighting up at the ends.

Spike stirred as the combiner took aim, and for the part of him that was still that small dragon, it was like a slow-motion horror film. He ran forward, each step feeling like it was through treacle, throwing himself in the way.

In Spike's head, Gonder sneered at Spike, "You fool. Why bother protecting these puny ponies. They left you behind while they were out having adventures, like they always have."

"They're my friends," snapped Spike, looking up at Gonder, the Predacon's mental form taking the form of his greed growth look.

"Seems they forgot you pretty easily," said Gonder.

"That wasn't their fault," snapped Spike.

"We only have their word for that," sneered Gonder with an evil grin.

"And I trust them more than you any day," said Spike.

"Fool, they'll forget you again. Treat you like some hatchling again," sneered Gonder.

"After all we've been through? I don't think so," said Spike.

Gonder just laughed, shortly before the real world came back and Abominus's flames hit his back.

Spike braced himself for the searing pain as his hide melted...only to feel only slightly warm. Abominus paused in confusion, looking at his weapons as Spike got up, blocking the girls from him.

"Guess what? I'm totally fireproof," said Spike, "How about you?"

Abominus roared, and so Spike did too, a column of green fire engulfing the combiner.

Abominus roared as he staggered back. Then he grabbed Spike by the neck, using Twinstrike's mouths and claws to tear at his armor.

"You weak...Abominus stroooong!" roared Abominus, Spike roaring as the combiner ripped some armor off and dug into the circuitry underneath.

That's when the Maximares started opening fire on Abominus. "Aim for his joints!" called Twilight, "That's where he's most vulnerable!"

Abominus shielded his face from the shots before firing a explosive fireball at their feet.

"Not just the joints, aim for their connection points!" called Fluttershy, shooting eye beams at Abominus's shoulder.

Abominus staggered back from the shots, shielding his face, the girls starting to glow.

"Uh, what are you doing?" asked Spike, stepping back. The girls didn't appear to hear Spike as each of them shot a bright beam of light out of their chests, each one matching their primary color.

Abominus snarled before a rainbow beam shot out, hitting him. His feet slid back before he was lifted off his feet and through the far wall.


Meanwhile, the Dinobots were just finishing up. "How many Vehicons does Shockwave need anyways?" asked Sludge reaching behind and pulling a piece of Vehicon out of his back.

"Too many. I got a huge swarm on the outer range of my sensors." snapped Matt, firing a hail of missiles into another swarm.

"Where does Shockwave get all these guys anyways?" asked Dante.

"Oh, they're mass-cloned," said Grimlock, "They needed some easily-replaceable bots to fill out the ranks."

There was a crash at that, the group turning to see a rainbow blast shoot out of the bunker, something sailing into the sky with an angry roar

"The heck was that?" asked Dante.

"Dunno, but it's pretty," said Koff.

"Fall back to the bunker, we're sitting ducks!" yelled Matt, several tank drones rolling into view and shelling safely from range.

The group hurried into the bunker, though the bigger Dinobots had to duck more.

"Ammo count!" yelled Dante, the last in.

"Oh, I'd say about 630 rounds," said Trub.

"About 3 minutes then." said Matt gloomily, looking over as the girls and Spike came into view.

"Hey guys," said Pinkie, "You missed a pretty cool battle."

There was a rolling silence as the others looked at the battleground outside. "Well, good news...you're gonna be in time for our last one," said Dante sarcastically.

"Couldn't be harder than the Horrorcon combiner we just fought," said Rarity.

"Horrorcon combiner?" asked Slug.

"Yeah, they all combined into one big robot," said Dash.

Slug sighed, "Aw man...sorry I missed it."

Matt said "Well...least you found each other." to the girls with a small hint of sarcasm.

"Yes, we have found each other," said Twilight, apparently ignoring the sarcasm.

"Nice to have things before we all die," muttered Dante sarcastically.

A hail of blaster fire made the group duck, before everyone realised no shots were heading their way, seeing the Vehicons shooting skywards, before a yellow beam, thick as a tree lanced down with a screeching noise and lanced through their ranks, a second one slamming down behind a row of tank Vehicons, flinging them forward with screams.

"Uh...friends have arrived?" asked Fluttershy.

"Unless Metroplex came back to life, I don't see how this is from our side," said Grimlock.

Matt said grimly, "They're not here for you." Three fighter ships came shooting overhead, strafing the Vehicons with thinner but no less powerful versions of the larger beam, which lanced down again to vaporise another rank of the now-scattering Vehicons.

"Where did they come from?" asked Swoop.

"Our neck of the woods," said Dante, glaring at the girls.

"Isn't that a good thing?" asked Twilight.

"No, it truly isn't. Grimlock, you get your team out of here. What's coming is way outside your weight class," said Dante darkly.

The Dinobots exchanged glances before Grimlock said, "If it ain't Trypticon, I don't see how it can be out of our weight class."

Matt turned to look, opening his hatch so Grimlock could see his face, even under the oxygen mask. It was the expression of someone who was well and truly scared. "Trust me, you can't fight these people. You fight them and they'll just turn this planet and everyone on it into glass for the hell of it and think nothing of it," he said in a small voice.

Grimlock was extremely doubtful that whoever these people were could be capable of that. But he could see that Matt believed it. And ultimately, his team goes before anyone else. "Dinobots, we're done here," said Grimlock. He paused, looking at Spike, before he said "Don't let it control you." before he left with his team.

A second later, an angry voice sounded from both Matt's and Dante's comms. Matt translated in a grim voice, "We have your location. You and your crew have 1 minute to come out with your hands in the air or we glass the sector."

"Wait, you're givin' up just like that?" asked Applejack, "After facin' down Sharkticons, mutants, and demons, yer throwin' in the towel?"

The two mechs walked out slowly, the girls and Spike following and pausing, spotlights on the ruined door.

Gunships of some sort, bristling with weapon points, hovered in place, a dozen humanoid mechs standing in the distance and a lot of troops, gasmasked individuals aiming shoulder-mounted launchers.

"Wow, overkill much?" muttered Rainbow Dash.

"Power down and exit your mechs. Failure to comply will result in lethal force," called a voice from the line.

"But we aren't wearing mechs," said Pinkie.

"Just shrink down," hissed Matt, powering down his mech.

The Maximares shrugged before changing to pony mode. "What about us?" asked Koff.

"Pretend you're junk," said Dante.

The Junkions exchanged looks before collapsing as the troopers headed forward, one pulling Matt off his ladder and another putting cuffs on Dante as he got down.

"What is this about?" asked Applejack.

One of the troopers, wearing a white uniform, turned to look at that, walking up and snapping, "Did I say you could talk, Bot?"

"We're not from-" started Twilight.

The response was a stun shot to her face, the others being tagged as well. The leader seemed to think ahead, aiming a blaster at Twilight's head and saying to Spike, "Play nice..."

Spike gave a small growl, but he didn't try to attack.

"Knock it out," said the trooper, Spike looking up to see one of the mechs aiming at him before everything went white.


The Dinobots had gotten far away enough for the troopers to not go after them. But they were still close enough to see the gunships take off, leaving Cybertron's atmosphere.

"Think they'll be alright?" asked Sludge.

"They're a tough crew," said Grimlock, "If there's a way out, they'll find it."

"So what's our next move?" asked Snarl.

"Same as it's always been," said Grimlock, "We keep after Shockwave until we stop his experiments for good."

"Not gonna be easy," said Snarl, "Especially since he has a combiner on his side now."

"Hey, you guys ever wondered what we would be like as a combiner?" asked Swoop.

Slug laughed and, "That would be way too horrible...for the Decepticons."

"Yeah, the poor guys wouldn't stand a chance," said Snarl.

"It would be way too unfair," said Sludge.

There was a long pause before Swoop said, "You think we could-"

"No, no combining," said Grimlock flatly, "We can take down Shockwave ourselves."

With that, the five Dinobots headed out again. Who knows when Shockwave will pop up again, but eventually the Dinobots will put a stop to his mad science.


Shockwave was rolling across the ruined surface of Cybertron as fast as his tank mode could go, which was pretty fast for tank standards so long as he didn't have to fire and move at the same time. The loss of Cryotek's experiments was an aggravation, but ultimately not a hindrance. There would be more experiments to perform to create Lord Megatron's ultimate army. Shockwave thought the Predacon cloning showed a lot of promise.

Speaking of which, he was heading towards where Abominus had crashed. Shockwave was surprised that the Equnicons had managed to generate enough power to launch Abominus so far. Eventually, he came to the newly-formed crater. The Horrorcons had separated into their individual robot modes, but all of them were unconscious. Shockwave changed back to robot mode and walked over to Hun-Gurrr.

"An impressive test run, but clearly there needs to be more refinement," said Shockwave, "Performance and stability needs improvement, as well as a finer control of Predacon instincts." He turned Hun-Gurrr's head with his cannon arm before holding up a laser scalpel. "For that, there needs to be some rewiring," said Shockwave as he got ready to make the first incision.


There's another chapter. This one is based mostly off of 'Transformers: Fall of Cybertron' and related comics. Which means that Shockwave is the same one from 'Transformers Prime'. The Horrorcons are basically the G1 Terrorcons, who got toys in the Beast Hunters line. Obviously I couldn't call them the Terrrorcons here as that name means something very different in 'Transformers Prime', nor Predacons for the same reason. I gave them more of a dynamic of the original G1 Predacon team as hunters and trackers.

We also have new crewmembers/comedy relief in the Junkion trio. For a physical basis, they're basically the motorcycle triples from 'Revenge of the Fallen' in Junkion colors. Koff is an orange Arcee, Gryme is a yellow Chromia, and Trub is a brown Elita-One. I also named them after Koffing, Grimer, and Trubbish, which fits their hygeine-challenged nature.

Anyways, the next chapter will have the gang in some hot water and things are only going to get hotter. It shouldn't take very long to get the next chapter up. Things won't be so rushed for a while since IDW has pushed back the MLP/TF comic again. Now it's supposed to be released on July 22. Needless to say, I'm pretty sure I'll have finished this story long before that. The next chapter will be up before long. Keep an eye out for it and please review.