Transformers: Fall of Equestria

by JDPrime22

Autobots, Decepticons, and Chaos, Oh My!

As Soundwave drove down the long milky street, the ponies inside have given up all hope of getting out.

After several more minutes of defeated silence, Soundwave stopped. Soundwave transformed which caused the Mane six to fall out onto the ground. As they looked up to him, Fluttershy crawled away in fear. The back of her head hit something hard. She looked up to see another giant robot. This one had a yellow visor and red skin. He also had no mouth like Soundwave.

As the ponies began to back up slowly, the Decepticon got closer to them and yelled, "Don't you dare try and run! Megatron wanted you personally; one wrong move and I will kill you all!"

This made the ponies get closer together and quiver in fear at the Decepticon in front of them. That is until they heard a deep voice behind them.

"Easy Vortex, we do not want to hurt them now do we?"

The Decepticon named Vortex looked up and backed away from the Mane 6. The ponies turned around to see an even larger Decepticon step forward and look down at them. The ponies knew who it was immediately; Megatron. Twilight swore she saw a little disgust in those red eyes that looked down at them. But what was disturbing was Megatron's smile that grew.

"I don't think we've been properly introduced." Megatron told them as he put a hand on his chest, "I'm Megatron." He put his hand down and pointed at them, "What are your names?"

The ponies were too scared to answer as they sat there shivering. Megatron didn't have time for this, so he smashed his foot on the ground which caused the ground to shake, especially the ponies.

"Speak!!! I know you can!!!" Megatron roared. Twilight gulped and looked at him with terrified eyes.

"I'm....Tw-Twilight Sp-Sp-Sparkle." Twilight stammered.

Megatron smirked and began, "Well, it's good to see you are cooperating. Now, I bet you're wondering why Soundwave here captured you and brought you to me."

The mares slowly nodded. Megatron continued, "Well, it turns out it was our fault that strange creature escaped and is causing all this." Megatron said as he brought his hand up to feel the chocolate rain.

Applejack regained a bit of courage after he said that, she got mad and said, "You did this?! How dare you, that creature named Discord is nothin' but trouble! You should be ashamed of yerself!"

"Applejack!" Rarity warned her that there were still giant robots around them.

The Decepticons got angry and prepared to crush them for insulting their master. That is until Megatron started chuckling.

The ponies looked at Megatron with confusion. After Megatron stopped chuckling he looked at Applejack and said, "I admire your bravery fleshling, but you should think twice before yelling at me!" Megatron barked at her. Applejack backed up with the rest of her friends.

Megatron continued, "Now, this Discord is far too powerful to be kept alive, so I have a brilliant plan to kill him, and it involves you ponies." Megatron pointed a finger at them.

Twilight and her friends looked at each other, is it possible to kill Discord? Twilight looked up at Megatron and asked, "I don't think you can actually kill Discord, you have to use The Elements of Harmony to stop him, but they’re destroyed."

"No thanks to you!" Rarity pointed a hoof at Megatron and suddenly regretted saying that when Megatron's anger rose.

"You dare question my genius, fleshling!?" Megatron roared. The ponies coward again and shook their heads as fast as they could. "That's what I thought." Megatron calmed down, "Now, we need you ponies for this to work."

Rainbow Dash looked at Megatron and asked, "What do you want us to do?"

Megatron glared at her and said, "I was just getting to that!"

Rainbow Dash put her hooves in front of her and she spoke in an annoyed tone, "Okay, okay, sorry."

"Anyways," Megatron had to keep calm so the ponies didn't suspect what he was truly planning, "when Discord appears which he eventually will mostly when Prime is around, you ponies will be our distraction while we have Thundercracker, Skywarp, and Starscream shoot him from the skies."

"How will we be a distraction?' Pinkie Pie asked.

Megatron smiled and said, "Simple, we will threaten to kill you and then-"

"WHAT?!" The equines screamed and began panicking. Megatron was getting annoyed from all this precious time being wasted over some weak little insects.

"Let me finish I-" Megatron was saying before Twilight interrupted him.

"Rainbow Dash, go and get help!" Twilight screamed. Rainbow saluted.

"I'm on it!" Dash said and took off past Megatron. Megatron reared back and tried to grab her, but she was too quick. As Rainbow looked back to see Megatron try and grab her, she didn't see the Decepticon in front of her grab her by the neck.

Rainbow Dash had finally come to reality to see a red Decepticon with a blue helmet having a firm grip around her neck. "Well now, we wouldn't want you escaping and telling the Autobots now would we?" Starscream said as his grip tightened causing Rainbow to scream in pain.

"Put her down!" Fluttershy quietly screamed. It was loud enough for Megatron to hear as he pointed a finger at Starscream.

"Starscream," Megatron began, "put her with the rest of the ponies. We don't want them to be hurt for when the plan unfolds."

Starscream grumbled and tossed Rainbow Dash next to her friends. They caught her as Rainbow gasped for breath. Megatron began explaining to them, "You didn't hear me out, ponies! We're not really going to kill you; our warning to destroy you all will be enough for Discord to be distracted so we can shoot him down!"

The ponies sighed in relief and looked back at Megatron who was getting closer to them. He got a little lower but remained in towering size. He spoke slowly and clearly, "Now, you ponies will do this or we will just crush right here and be rid of you." Megatron warned.

Twilight gulped and looked back at her friends, they nodded slowly. Twilight looked back at Megatron and in a frightened whisper said, "Okay."
________________________________________

Optimus Prime had been searching high and low for The Matrix of Leadership, but Discord really hid it well because not even Blaster's location consoles could find it. The Autobots that came with Optimus were Bumblebee, Jazz, Ratchet, Jetfire, Blaster, and Perceptor.

It made it so much harder for the Autobots to find The Matrix now that they couldn't transform, especially Jetfire who could have flown around the city to find it easier. Bumblebee lifted up a fruit stand and poured out the fruit to see if The Matrix was hidden in there. Optimus came up to him and asked, "Anything, Bumblebee?"

Bumblebee shook his head but continued to search. The other Autobots were looking inside the buildings and tossing carriages aside to see if it was underneath them. Optimus Prime was beginning to think that Discord was playing a trick on them but tossed that idea aside and continued to search, until Ratchet tapped his shoulder. Optimus looked back to see Ratchet's familiar face.

"Prime, according to the time that Discord gave us, we only have two hours and thirty two minutes left." Ratchet warned.

Blaster groaned and said, "I wonder if the Dinobots are having as much trouble as we are?"
________________________________________

As Grimlock lead the three other Dinobots through the rainy streets of Canterlot, he was telling them to look for The Matrix as they passed through the streets.

"You, Slug, look through that window to see if it is in there." Grimlock ordered to Slug.

Slug grumbled and did as he was told, but when he opened the window and looked inside, he saw a pony taking a shower. As the mare felt a chill she turned to see the giant metal face staring at her with interest. She screamed and brought the curtain over her.

"What are you doing?" Slug asked her. She threw a bar of soap at the Dinobot.

"Get out!" She screamed, "Get out you pervert!" Slug pulled his head out and went to Grimlock.

"These ponies are weird; I already hate this stupid planet." Slug told Grimlock.

Swoop walked up to Slug and said, "You said that already you idiot.”

Slug pushed Swoop in anger and shouted, “You’re an idiot!”

“No you are!” Swoop shouted and pushed him back.

Grimlock grabbed both of their heads and smashed them together. Slug and Swoop groaned in pain and slowly got back up. Grimlock growled and barked, “I am not in the mood for your bickering, since I can’t transform, I would not want to hear any more of this! Now keep searching!”

Snarl kicked the inside of the building and trudged back to Grimlock and the other Dinobots. He sighed and muttered, “This is too hard, we’ll never find that stupid Matrix.”

Grimlock looked at him and said, “Never give up, Snarl, we will find it and bring it back to Optimus Prime.”

Slug groaned and said, “Optimus Prime is a weak fool, he would have never made it in the Lightning Strike Coalition Force, we are so much stronger than him.”

Swoop nodded his head and agreed, “Yeah, why do we take orders from that guy, Grimlock?”

Grimlock shook his head and said, “I would be a better leader than Optimus any day, but for now, we will follow his orders.” Slug and Swoop groaned in annoyance while Snarl just crossed his arms. Grimlock sighed and was about to continue searching.

Suddenly, a chuckle filled the air, the Dinobots got in defensive positions as they heard a voice say, "Oh Grimlock, why do you take orders from Optimus then?"

"Show yourself!" Grimlock yelled. On cue, Discord appeared in front of them with a smoothie in his hand. He drank it all and threw it on the ground. He floated down to perfect eye level with Grimlock.

"I'm just saying, Grimlock," Discord began, "why do you take orders form Optimus Prime if you think he's weak?"

Grimlock hated this pathetic creature; he took away his most powerful mode, the thing Grimlock actually enjoyed besides crushing Decepticons. This thing was going to pay! Grimlock yelled and brought out his sword. Discord’s eyes grew as the sword was brought to his stomach.

Discord looked down and saw the sword going directly through him. A large shadow loomed over Discord and caused him to look up.

Oh he really regretted doing that.

Grimlock’s left hand came down on Discord’s upper half and began to squeeze. Grimlock yelled again and ripped the foul creature in half!

Grimlock looked at his sword and saw the lower half of Discord, he looked in his left hand and saw Discord’s upper half. He finished the massacre by throwing the upper portion on the ground and smashing his sword against a building. Grimlock chuckled to himself when he realized he just killed this stupid creature in one swift motion, Optimus would have never been able to do that. Grimlock put his sword back and looked at Discord’s upper half that laid on the ground.

“That was easy….” Grimlock shrugged.

Swoop nodded and said, “Yeah, that Discord guy isn’t so powerful after all.”

“Weak organic….” Snarl smiled at the remains of the once living Discord.

Grimlock, Swoop, Slug, and Snarl stared at the dead body parts for a while longer until they simply turned around to return to Optimus.

Until a soft chuckle filled the air…

The Dinobots turned back and saw nothing. Grimlock went back to where he had killed Discord, but there was nothing there, the body parts were gone!

“You are truly one powerful being, Grimlock.”

Grimlock clenched his fists and shouted in the storm clouds above, “Discord, enough of this, come and fight me!”

With that, Discord appeared right in front of Grimlock, completely healed and with a smug smile on that disgusting face of his. He chuckled and said, “Oh Grimlock, you’re so naive, you do know that a simple attack like that won’t be enough to stop me.”

“Crush you!” Grimlock yelled and prepared to punch the draconequus.

“Wait, wait, wait, wait!” Discord shouted and held his hands in front of him. Grimlock put his fist down and glared at Discord. Discord cleared his throat and said, “What I was saying, before I was rudely massacred, was that you are so much stronger than Optimus Prime, so why do you take orders from him?”

Grimlock growled as the other Dinobots approached. He shook his head and spat out, “He is the leader of the Autobots, I must take orders from him, even though I don’t want to.”

Discord snickered and said, “If you don’t want to then don’t…”

Grimlock lifted his head slightly and asked, “What do you mean?”
"In fact," Discord said, "I think you deserve to be leader! You're so much stronger than Optimus, right?"

Grimlock nodded once and admitted it, “Well…..I am the strongest.”

"Well then, are you going to take your rightful place as leader of the Autobots by striking down Optimus Prime?" Discord asked.

Grimlock looked at his feet and was in deep thought. Breathing in Discord’s words finally hit him with realization.

He was so much better than Prime.

Deep chuckles filled the other Dinobot’s hearing processors as Grimlock lifted his head upward. His chuckle turned to a full blown laughter as he finally knew what to do. Grimlock turned to his Dinobots and yelled, "I am the leader of Autobots now! Forget Matrix, we shall go and fight Optimus Prime!"

Swoop, Slug, and Snarl looked at each other but suddenly smiled when they would get revenge on Prime for telling them what to do. They didn’t belong to anyone, especially not Optimus!

The Dinobots yelled in agreement and followed Grimlock as he started running back where they came from. Discord laughed manically as he saw the color leave Grimlock's and the Dinobots’ bodies.
________________________________________

The Aerialbots were having as much trouble as anyone else. Since all of them transformed into a Cybertronian jet, it was incredibly hard for each of them to look for The Matrix on foot. Needless to say, they held most of their search in the main building where the Grand Galloping Gala was last held.

Slingshot, Air Raid, and Skydive checked around the building, while Silverbolt and Fireflight went inside and checked the gardens. After a few more minutes of searching, Silverbolt gave up on the gardens and pressed his communications device.

"Aerialbots, report in to the front of the building." Silverbolt ordered and walked out of the gardens. Fireflight followed.

When the two got to the front, Slingshot, Air Raid, and Skydive were already there with empty hands. Silverbolt walked up to them and asked, "Any luck?"

"Nothing..." Air Raid said in defeat.

Fireflight tried to cheer up the group, "Ah don't worry, we'll keep searching and we'll find it soon."

Slingshot was definitely not in the mood and released his anger on Fireflight, "Really Fireflight? You really think so?!"

"Well.... yeah, we have to find it or else Discord-" Fireflight was saying.

"Who cares about Discord?!" Slingshot yelled, "None of this even matter now that we can't fly! It's pointless to keep trying!"

"But Optimus-" Fireflight was saying until Slingshot interrupted him.

"Oh, Optimus Prime, how does he expect us to find The Matrix when we can't even fly?! It could be anywhere in this city!" Slingshot yelled.

"We have to help the ponies, Slingshot!" Silverbolt told him. Slingshot crossed his arms.

"Oh and the ponies, why are we helping them?!" Slingshot asked, "We are so much stronger and powerful, why do we have to protect such weak things?!"

"Because we're Autobots!" Silverbolt told him, "Slingshot, you better keep yourself under control, or else..."

Slingshot grumbled to himself and kept quiet. Silverbolt turned towards the rest of Canterlot and sighed, "Alright let’s get moving."

A deep chuckle filled the air, the Aerialbots looked around to see what made the noise, but they didn't see anything. "Who's there?!" Skydive yelled to no one. The chuckle stopped and spoke clear.

"My, my, you Aerialbots have bitten off more than you can chew." The voice said.

Silverbolt knew who it was, "Discord you coward, come out and fight like a bot!" Silverbolt yelled. With a bright flash of light, Discord appeared floating in front of Silverbolt and the Aerialbots. He had his arms crossed and a smile on his face.

"I must say, you Autobots are the most fun I've had ever since I was playing with the ponies." Discord told them. The Aerialbots had enough and their right hands transformed into guns. They pointed them at Discord who put his hands up.

"Now, now, I'm not here to fight, but to talk." Discord said with his hands still raised. Slingshot, Air Raid, Fireflight, and Skydive put their weapons down while Silverbolt still had his up as he looked back at them.

"What are you doing?!" Silverbolt asked them, "We can't trust this guy!"

"Come on Silverbolt, he just wants to talk." Air Raid said. Silverbolt looked back at Discord who had puppy eyes. Silverbolt groaned and put his weapon down.

"Well then," Discord said putting his hands down, "I see you all are enjoying the scavenger hunt?"

"Yeah it's really fun." Fireflight said sarcastically. Discord cleared his throat and continued.

"Anyways, I couldn't help but hear your little argument earlier..." Discord said.

"We got it straightened out, now beat it." Silverbolt said turning and walking away, the Aerialbots followed.

"But I agree with Slingshot!" Discord raised his voice so they could hear. Slingshot stopped in his tracks and turned back to Discord.

"You do?" Slingshot asked. Silverbolt and the rest of the Aerialbots turned back to Slingshot.

"Slingshot, get back here now!" Silverbolt ordered. Slingshot ignored it and looked at Discord who had flown closer to them.

"Yes Slingshot, I do." Discord said, "Because you are mighty warriors! And you deserve to be treated as such!"

"Hehe thanks." Slingshot said. Silverbolt eyed Discord, what was he planning?

"And you're absolutely right about Optimus Prime!" Discord told him, "How does he expect you all to find The Matrix when you can't even fly?"

"Because you did this to us, Discord, we can't transform because of you!" Silverbolt interrupted.

Discord looked at Silverbolt with a frown and said, "Excuse me, it's rude to interrupt!" Discord snapped his fingers and Silverbolt's mouth disappeared. Silverbolt grabbed where his mouth used to be and made strange inaudible noises.

Slingshot looked back at Discord and asked, "So, you think I'm right?"

Discord nodded his head, "Oh positively! And the ponies don't deserve brave warriors like you. I say, you all deserve to rule them, since you are all so magnificent and proud heroes."

Silverbolt was shocked to hear that but couldn't say a word in defiance.

Slingshot rubbed his chin and said, "Yeaaaahhhh." Slingshot smiled. The other Aerialbots were nodding to each other in agreement. Silverbolt was shaking his head at the Aerialbots, telling them not to listen to Discord. They still ignored him.

"Now," Discord began, "what will you all do?" He asked.

Slingshot smirked and yelled, "Forget about The Matrix, we don't have to listen to Optimus anymore!" Silverbolt made a panicked noise that sounded like 'WHAT'.

Skydive, Air Raid, and Fireflight agreed by yelling, "Yeah!!!"

Slingshot turned to them and said, "I say we take over and rule over the ponies! We deserve this after all!"

"YEAH!!!!" The three Aerialbots agreed. Silverbolt made a noise that sounded like 'NOOO'.

It only made things worse when Silverbolt witnessed the color leaving Slingshot, Air Raid, Skydive, and Fireflight. Now they were colorless and seemed different to Silverbolt, he didn’t know for sure, but it was like their qualities were taken away from them. Slingshot raised his fist and charged towards the city, the others followed behind him.

Discord was laughing manically at a job well done; he stopped laughing and snapped his fingers. Silverbolt's mouth reappeared as he turned to Discord.

"What did you do to them?!" Silverbolt yelled. Discord started laughing again.

"Oh, I just taught them the true meaning of loyalty to your team!" Discord laughed to the heavens above. Silverbolt went up to punch Discord until he teleported behind him.

Silverbolt turned back around to see Discord with a clock.

"I suggest you don't fight me," Discord told him, "because you only have two hours and three minutes left before bye-bye to The Matrix." Discord waved his hand when he said that.

Silverbolt was in panic mode, what should he do? Should he find the Aerialbots and tried to help them? Or should he try to find The Matrix? His thoughts were interrupted by Discord with an umbrella.

"Now Silverbolt," Discord's smile was growing wider, "I suggest that you get going. We are going to witness a storm of chaos." Discord opened the umbrella and started laughing as loud as he could.

Behind Silverbolt, some lightning struck behind him. Silverbolt backed up and looked around to see many dangerous looking lightning clouds heading for Canterlot. Silverbolt had enough and took off into the city.

The last thing he heard before the sound of his footsteps hit the cement was Discord's laughter filling the air.
________________________________________

As Optimus Prime and his small team of Autobots continued their search for The Matrix of Leadership, Perceptor noticed the chocolate rain was falling harder and lightning clouds were approaching.

"Optimus," Perceptor tapped Prime's shoulder, "these storm clouds are becoming stronger."

"I see, Perceptor." Optimus said as he looked up to the skies. Ratchet stepped forward.

"I sense Discord is growing stronger." Ratchet said. Blaster chuckled then looked at Ratchet with a smirk.

"Discord?" Blaster said, "I sense the Decepticons are beginning to mobilize."

"Let’s hope they are not, old friend." Optimus Prime said.

As the small group of Autobots kept walking forward, Bumblebee felt the ground shaking a little. It only got louder as he heard footsteps running their way. Bumblebee turned around to see the Dinobots running towards them. Bumblebee tugged Optimus's arm.

Optimus looked back to see Grimlock running towards them. Optimus stepped forward.

"What is it Grimlock? Have you found The Ma-" Optimus was saying until he got punched in the face by Grimlock which sent him flying back and crashing into the Autobots. Grimlock stopped and so did the Dinobots. The Autobots picked themselves up, completely shocked at what Grimlock had just done.

"What is the meaning of this, Grimlock?" Optimus asked.

Grimlock pointed a finger at Prime and said, "You, Optimus Prime, you do not deserve to be leader of the Autobots! I, Grimlock deserve to be leader!”

“What are you talking about, Grimlock?!” Optimus asked.

Swoop crossed his arms and said, "We’re through listening to you, Prime. Grimlock’s our leader now!”

"Yes, and anyone who disagrees, will die!” Grimlock yelled and clenched his fist. Optimus got back up and walked towards Grimlock.

"This isn't you, Grimlock! We're your friends!" Optimus told him. Grimlock scratched his head in confusion.

"But Discord told us we were stronger than you, and it is true" Grimlock said still confused. Optimus knew what Discord did to the Dinobots, he tricked them into thinking he was the enemy to them. He then noticed that the Dinobots had lost their color, which must have been what Discord did.

Optimus Prime reached up and placed a hand on Grimlock's shoulder. He said, "We are here, Grimlock. We are a team, we are one, and we are friends."

"Friends…?" Grimlock said slowly. Optimus nodded.

"Yes Grimlock, friends. This isn't you, you would never hurt your friends would you, Grimlock?" Optimus asked. Grimlock thought for a moment and then came to a conclusion.

"Yes, I do not like you Optimus, but you are a worthy friend. I will not hurt the leader of the Autobots." Grimlock announced. The other Dinobots shook their heads and spoke.

"I’m confused, but I guess you’re okay, Optimus." Swoop told Prime.

"That piece of scrap Discord is going to pay for this!" Slug yelled.

“Sorry, Optimus, that was our bad." Snarl apologized.

Grimlock looked around nervously and said, "I am sorry, Optimus Prime." Optimus patted him on the shoulder and backed away.

"It is alright, Grimlock, we forgive you." Optimus Prime assured them. After Prime had said that, the Dinobots' color started returning to them. From their legs, all the way to their heads, the Dinobots were now back to normal.

"What has happened?" Grimlock said clutching his head.

"It doesn't matter, Grimlock." Optimus said, "As long as we are together, that's all that matters. Now, let’s find The Matrix!"

"Very well..." Grimlock nodded.

Optimus turned back to his Autobots and prepared to say something that is until he heard the screams of several ponies.
________________________________________

Watching from the roof of a building was Discord, obviously disappointed. He got up from his chair and said, "Well that was a bust. I thought the Dinobots would cause a lot more damage."

As Discord continued to watch Optimus, his ears caught the sound of screaming ponies. He looked behind him and walked over to the other side of the building. When Discord looked down, he saw the four corrupted Aerialbots surrounding several ponies.

Discord smiled and said, "Well now, at least it wasn't a total bust."
________________________________________

"I say you brutes have no right to treat Canterlot ponies this way!" Fancypants yelled at the corrupted Skydive.

Skydive looked down at him and yelled, "We don't listen to you anymore! So and your Princess can kiss our exhaust ports!"

"Oh dear me!" Fancypants yelled in shock and backed up with the rest of the ponies.

Slingshot observed his new slaves and said, "We are your leaders now! You will obey us or else!"

"SLINGSHOT!!!!" Came a very ticked off voice. Slingshot looked forward and saw Silverbolt heading right for him! Silverbolt jumped over the ponies and tackled Slingshot. The two Aerialbots wrestled on the ground for a few minutes until Slingshot was pinned down.

"Why Slingshot, why?!" Silverbolt yelled and punched his teammate in the face. Air Raid shoved Silverbolt off and helped Slingshot up.

"What has gotten into you all, have you forgotten who you are?!" Silverbolt asked. Slingshot wiped the side of his face from the dripping Energon.

"We are super powerful warriors, Silverbolt. We deserve to be praised!" Slingshot yelled in defiance.

"You're acting like Decepticons!" Silverbolt yelled, "Keeping slaves? Threatening the innocent?! You. Are. Acting. Like. Decepticons!!!"

Slingshot looked at the ponies in horror and clutched his head, "What have we become?!"

Air Raid looked at his hands and shivered in fear at what he has become as well. Fireflight put his hands on his head and yelled, "No, no, no I'm an Autobot!"

Skydive rubbed his head and said, "I'm..... I am an Autobot!"

"We are all Autobots, now snap out of it!" Silverbolt ordered. The four Aerialbots soon regained their color as well. Their color flowed from their legs to their heads until they were back to normal.

"Ugh, what happened?" Slingshot asked clutching his head. Silverbolt went up to him and smiled.

"It is alright, you are all back to normal." Silverbolt told him.

"Normal…?" Skydive asked, "What did we do?" Silverbolt pointed over to the shivering group of ponies.

"Oh no," Fireflight said in disbelief, "did we do this?"

Silverbolt nodded and explained, "You got corrupted or something by Discord and you were trying to make these ponies here do your bidding.... like Decepticons."

"No, we're not Decepticons!" Slingshot yelled and went over to the ponies. "Please forgive us; we didn't know what we were doing."

"Well," Fancypants was saying, "I guess it's alright, now we have to get going!" Fancypants and the ponies with him took off into one of the buildings at a quick pace.

Slingshot turned back to Silverbolt and said, "I'm sorry captain, please forgive us, we won't speak out against you again."

"Yeah, sorry…" Air Raid apologized.

"It's alright team, just as long as you all are safe, that's all that matters." Silverbolt told them. The four Aerialbots nodded, Skydive suddenly heard a yell in anger above them.
________________________________________

"AWWWWW!!! Why?! ERRRRGGG that was a total buzz kill!" Discord yelled in anger. His anger caused the storm clouds above to thunder violently since he was controlling the storm.

Discord snapped his fingers and a throne appeared in front of him. He sat down and rested his head on his hand in anger. "Once again the Magic of Friendship got the Dinobots and Aerialbots back to normal! Ugh, this is so not fun anymore!" Discord mumbled to himself.

His hissy fit was interrupted by a flying object whizzing past him. He looked up to see a flying triangle soar past him and land behind a few buildings. Discord snapped his fingers and teleported to the location at which it landed.

Discord appeared at the top of the building and looked down to see the triangle transform and walk towards a giant, grey being. It had purple lights all over it and a long tube like thing on its right arm.

The monster spoke, "Starscream, report."

The other monster, obviously named Starscream, saluted and said, "Hail Megatron, the Autobots and their leader are still wondering Canterlot like mindless fools!"

"Any sign of Discord?" Megatron asked. The use of his name brought Discord to lean in closer.

"No Megatron, he was not sighted." Starscream told him. Megatron grumbled and looked back at the other giant monsters.

"Decepticons, bring me the ponies!" Megatron ordered. Two Decepticons nudged the ponies forward with their feet; they walked slowly up to Megatron and looked up. Discord knew who they were at once. Twilight, Fluttershy, Applejack, Rainbow Dash, Pinkie Pie, and Rarity, the ones who imprisoned him.

Megatron leaned down and said, "You will have to be ready soon, we will never know when Discord will appear." Discord was taken aback by this. The Elements of Harmony were destroyed, so why was Megatron using the ponies and wanting to meet him?

Discord thought for a moment and got a quick idea. He snapped his fingers and returned to the rooftop he was once on. He looked down and still saw the Aerialbots.

"Good." Discord said and looked left. He saw Optimus Prime and his group of Autobots behind him; they were walking towards the Aerialbots.

"Goooood." Discord sneered, "If Megatron said that I would only appear when Optimus was around, well then it looks like I will have to appear. But what is Megatron planning to do with the ponies?" Discord scratched his chin.

He suddenly came up with a solution.

"I'm going to have to end this scavenger hunt early." Discord said and looked straight forward with an intrigued smile, "I know, I will just have to put The Matrix up in plain sight, which will get Optimus' attention and Megatron's."

Discord went to the edge of the building and his right hand lit up. The Matrix appeared in his right hand and he let it float down to where he wanted it to go. "But I won't let Optimus use it on the ponies when he notices it. I will just have to wait and see what happens." Discord said to himself.

When it was placed perfectly, he puffed up his chest and released the final announcement.
________________________________________

"Silverbolt, what happened?" Optimus asked as he was close enough to the Aerialbots. Silverbolt stepped forward.

"Oh, it's nothing Optimus, we worked it out." Silverbolt smiled back to his team. Optimus nodded until a small blue light caught his optics. Optimus Prime looked past Silverbolt and squinted to see the small blue light better.

"Can it be?" Optimus asked partially to himself. The Autobots gasped as they saw what Optimus Prime was looking at. The Matrix of Leadership, not too far away, at least 400 or more feet away.

"Yeah!!! We found it!!!" Jazz cheered. The Autobots raised their fists in victory and cheered with Jazz. All except Optimus, who was simply staring at The Matrix, it was just too easy. The Aerialbots backed away as Optimus Prime past them and was walking slowly towards The Matrix. The Autobots and Dinobots followed, the Aerialbots followed behind the group.

It was almost over; The Matrix was drawing nearer with each step Optimus took. But Prime couldn't help the feeling that something wasn't right here, Discord wouldn't be this easy on them.

Speaking of Discord, Optimus heard a loud announcement go over through Canterlot. Optimus Prime recognized the voice to be Discord.

"ALL PLAYERS OF THE SCAVENGER HUNT! THIS IS DISCORD SPEAKING AND THE MATRIX HAS BEEN LOCATED! IT IS DIRECTLY IN THE TOWN SQUARE, YOU WON'T MISS IT! BUT SINCE NO ONE HAS ACTUALLY TOUCHED IT, THE GAME IS STILL ON! YOU ALL HAVE ONE HOUR AND FIFTY-FIVE MINUTES LEFT BEFORE THE MATRIX IS DESTROYED! UNLESS YOU ACTUALLY TOUCH IT, YOU WILL NOT GET YOUR TRANSFORMING POWERS BACK AND THE GAME WILL STILL BE ON! THAT IS ALL!!!!"

Optimus turned back towards the floating Matrix and shouted, "Autobots get The Matrix now!"

The large group of Autobots raced towards The Matrix of Leadership, although most of them were in a slow jog because they had so much time left.

Little did they know, they would need all the time they could get for what lied ahead…
________________________________________

"Did you hear that Decepticons?" Megatron asked the group, "The Matrix is found, and wherever The Matrix is, Optimus Prime is."

"And wherever Prime is," Starscream added, "Discord is!"

"Precisely, Starscream." Megatron turned away from them and raised his finger forward. "Decepticons, get to The Matrix before Optimus Prime!"

Megatron transformed into his tank mode and sped off; the Decepticons transformed as well and followed their leader. The Mane 6 thought this would be a good time to escape and turned away in an attempt to escape. That is until Twilight's forehead hit the leg of Shockwave.

"Going so soon?" Shockwave asked and moved forward, the ponies backed away from him. Shockwave kept moving forward still staring at them. "You will not escape, Megatron still needs you for his plan to work, now get moving!" Shockwave ordered. The ponies turned away from him and walked forward in the direction Megatron had just gone.

They couldn't escape now that Shockwave was behind them, watching them with his cold purple eye. Twilight shivered when she saw that horrid face of Shockwave, the scary memories of her dream came rushing back….bringing tears to her eyes.
________________________________________

They were closer to The Matrix now, no more than fifty feet away. Optimus was moving forward slowly, as if expecting an explosion would happen any second.

But before Optimus could get any closer, he heard the voice of his old foe enter his hearing processors.

"Not so fast, Optimus Prime!!!"

Optimus stopped and so did the Autobots behind him. Prime looked forward and located Megatron in his tank form stop behind The Matrix. Following Megatron was his army of Decepticons, some flying, some on the ground. They all transformed back and Megatron moved closer to The Matrix, although he wasn't paying attention to it, but his attention was set on Optimus Prime.

"Well, well, well, your precious Matrix of Leadership is no longer in your possession, Optimus!" Megatron snickered. Optimus glared at his hated enemy but took his attention off of him when he noticed small colorful blobs walk by and wait by Megatron. Optimus Prime saw them, and didn't want it to be true, but it was. It was Twilight, Fluttershy, Rainbow, Pinkie, Rarity, and Applejack.

"Twilight!!!" Optimus yelled in an attempt for her to hear him. Twilight looked forward and saw her friend Optimus Prime.

"Optimus!!!" Twilight screamed and trotted forward, she was stopped by a cannon being pointed at her. She looked back to see Shockwave aiming at her.

"Not one more step." Shockwave warned. Twilight retreated back to her friends. Optimus didn't want anything to happen to the ponies, he would never forgive himself.

"Release the ponies, Megatron. They are not of your concern!" Optimus yelled.

"Oh but they are, Optimus Prime! I will need them for later on. But for now, I cannot allow you to get The Matrix." Megatron simply said.

"What are you talking about, Megatron?" Optimus asked. Megatron's smile grew wider.

"I heard Discord's announcement, and I see he will destroy it if you don't get to it in time!" Megatron said, "So I will not allow you to reach it!"

"Megatron, we need The Matrix to stop Discord!" Optimus yelled.

"Oh, do we? Do we really?" Megatron asked. Optimus was confused.

"You see," Megatron was saying, "I really despise this Matrix, with all its history of peace and prosperity. So if you Autobots fail to get it, it will be rid of by Discord!"

"Megatron...." Optimus clenched in fists in anger and prepared for anything. But got the shock of his life with what Megatron said.

"And what better way to stop you Autobots, is with my most powerful warrior." Megatron smiled with devious delight.

Optimus's optics grew wide as he stuttered, "No Megatron, y-you can't be serious!"

"Oh but I am!" Megatron roared and raised his fist, "Constructicons, form and merge into..... DEVESTATOR!!!!"

The six Constructicons; Mixmaster, Scavenger, Bonecrusher, Long Haul, Hook, and Scrapper past The floating Matrix and ran towards the Autobots.

Scrapper transformed into the right leg and landed perfectly on the ground. Mixmaster transformed into the left leg and landed right by Scrapper. Long Haul transformed into the lower torso and landed on top of both legs, connecting them to the torso. Hook transformed and landed on top of Long Haul, he formed the body and head. Bonecrusher jumped high and transformed into the left arm and locked into the arm socket. And finally, Scavenger jumped high as well and transformed into the right arm and landed in the arm socket. Devestator was complete.

As Devestator pulled out his massive gun, Twilight and her friends were shocked at what Megatron had done. Twilight looked up to him and yelled, "You lied to us! You didn't mention this! You're going to kill Optimus with that beast!"

"Exactly..." Megatron smiled down at them. The six mares gasped and tried to run away only to be stopped by Shockwave.

"You're not going anywhere unless Megatron orders you to!" Shockwave yelled. The ponies couldn't do anything with Shockwave behind them, so they had no choice but to watch the Autobots battle that colossus.

Twilight kept going over her thoughts as she looked at Optimus and Devestator, 'Can even Optimus Prime survive against that monster?'

Optimus Prime backed away as Devestator moved closer with a wicked smile on its face. Optimus looked back at his Autobots who were watching Optimus with intent.

"What do we do, Optimus?" Jetfire asked. The great Autobot leader looked back at Devestator.

"FEEL THE WRATH OF I, DEVESTATOR!!!!"

Optimus thought for a few moments until he came up with the best solution.

"Simple, Jetfire," Optimus said as his right arm transformed into his path blaster, "we fight...to last spark."

The Autobots nodded and had their hands transform into their weapons. Jazz and Silverbolt stood at the sides of Prime while the other Autobots were preparing their weapons behind them. Grimlock brought out his massive sword and growled as he held it tight. The other Dinobots also brought out their hand held weapons and growled just the same.

As Optimus stared down Devestator for what seemed like an eternity, Optimus Prime cocked his gun and lowered it to the ground.

"Autobots.... prepare for battle."

Comments

[Fostertheponies]

Is there still a possibility for omega?

( amazing chapter as always keep up the good writing)

[AngelFreddy]

Everyone knows that the Autobots are impossible to discord for a long time. If one loses faith, another will help. They are the living representation of good. Although they aren't perfect, but they have one goal.

[Herpidty Derp]

1237379 It's best that we don't find out.

[JDPrime22]

1237571 How do I reply to this? Ummmm....the ones that got corrupted were the Dinobots and Aerialbots. The Dinobots have a strong dislike towards Optimus Prime so it was easy for Discord to corrupt them, the Aerialbots just don't know their place, like in the cartoons they didn't like humans and the ways of the Autobots, but they soon learned the true meaning of being an Autobot and always did good from then on. Hope that cleared things up.

[JDPrime22]

1237379 The possibilities are endless for the future chapters.....

[JDPrime22]

1249626 Now what would give you a silly idea like that?

[xXAzn_BoiiXx]

"Hail Megatron, the Autobots and their leader are still wondering Canterlot like mindless fools!"

For some reason, I think of starcream 'Heil Hitler'ing when he says that

[Discordigan]

Discord's so-called "scavenger hunt" just got a lot more interesting.

[Mr mustash]

Oh man s**ts bout to go down.

[Dreadknight garen]

1821621 your pic looks like a cross between a space marine and a autobot

[SuperSonicHeroes]

Well this is going to cause a lot of collateral damage to the city. Lets see how the Autobots deal with Devastator.

I was a bit surprised how quickly the Dinobots and Aerialbots overcame Discord’s corruption, but I guess that shows just how noble they truly are. Though, it did kinda remind me of one episode from the G1 series where Megatron tricked the Dinobots into attacking Optimus by playing on their arrogance, jealousy, and stupidity.