• Published 20th Aug 2012
  • 18,683 Views, 1,060 Comments

Transformers: Fall of Equestria - JDPrime22



Follow the story of Optimus Prime and the Autobots as they battle Megatron and the Decepticons.

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A New World to Fear

The five mares gasped at Bumblebee's answer.

They were on Cybertron! The home world of the Transformers, the war-torn world of Optimus Prime and the Autobots! What were they going to do now?!

Twilight looked as if she was going to faint but shook her head to stay awake, she looked all around her.

The raining ashes, the smoke filled skies, the burning buildings, the dead bodies of several Transformers, this world has seen some bad times. Twilight trotted around her friends and kept asking herself the same questions...

'How can we survive on this planet? How do we get home? How was Soundwave able to teleport us here? Where do we go? What do we do?'

Finally, Twilight sat down and went into deep thought; she brought her head up when she felt a hoof on her shoulder. She turned around to see Rarity and the rest of her closest friends giving her sorrowful looks.

Rarity sniffed and said, "It’s okay, Twilight, we'll figure out a way to get back home."

Twilight got back up and asked, "But how, how do we get back home? My teleporting spell isn't strong enough to get us all back to Equestria."

The mares looked around and rubbed their heads, Fluttershy turned back to Bumblebee who was sitting on the ledge overlooking the fallen city. She trotted up to him and tapped his leg. Bee looked down at the familiar yellow pegasus.

"Bee...." Fluttershy shyly began, "you have been here longer than any of us. Do you know any way that we can get back home?"

Bumblebee stroked his chin and looked back at the city. How do they get back to Equestria? Bee was still in deep thought when he noticed the other ponies were sitting next to him and looking at him hopefully. Bumblebee closed his optics and tried his hardest for the best solution.

How did they leave Cybertron in the first place? They got in The Ark, they took off into space, and they flew straight into the......

Bee lifted up his head and opened his mouth, but still couldn't speak. So he just thought it...

THE SPACE BRIDGE!

That's how they get back to Equestria, they use the Space Bridge! It worked once, it could work again! All they have to do is locate the Space Bridge tower, reactivate it, find an escape ship, and escape from Cybertron!

Bee smiled down at his pony friends, they looked at him with quizzical looks until he stood back up. He motioned them to follow as he began to walk away. The mares shrugged and followed the yellow Autobot to wherever he was going.

Bee led the ponies to what appeared to be a giant bridge but destroyed beyond repair. He cautiously took several steps forward which caused the bridge to creek a little.

"Be careful, Bumblebee." Fluttershy told him.

Bee nodded and continued. He finally reached the ending and motioned the ponies to follow. Rainbow and Fluttershy flew over with ease, while Twilight, Rarity, Applejack, and Pinkie trotted across. Twilight was last to make it over.

But before she could step off, the bridge collapsed.

"AHHHHHHH!!!!" Twilight screamed as she fell to the seemingly bottomless pit below.

But she stopped falling.

Twilight opened her eyes and saw that her hoof was clapped in a giant black hand. She looked up and saw Bumblebee. He slowly lifted her up and placed her with her friends.

"Oh Twilight, are you okay?" Fluttershy asked.

"Yeah, thank you, Bumblebee." Twilight smiled at her Autobot friend.

Bee nodded and walked towards the door that blocked their path. He brought his hand to it and pressed down; suddenly the door started changing and opened up a whole new area. Twilight and her friends gasped at what they saw.

Long, body filled roads. The dead of Cybertron laid everywhere, with circuitry and Energon leaking out. That wasn't all; the buildings were even more horrific up close. They could easily see the gigantic holes in the buildings and several fires spreading. But this road was terrible. It was barely held together by any support, down below was never ending fire pits, one wrong step and they were goners.

Bumblebee calmly stepped forward to a strange looking machine, the mares got in closer to see what would happen. Bee stepped on it and began pressing buttons. The machine lit up and began to talk.

"TELETRAAN RECOGNIZES BUMBLEBEE."

Bee proceeded to press several buttons and activate many levers. The mares just sat there staring at him, not Twilight though. She was walking around and observing everything on this new world. She was actually pretty excited, being on an alien world and all. She looked over the ledge and witnessed the several miles of fire spreading all over the ground.

Twilight shivered and thought, 'Gosh, when these Autobots said they fought in a horrible war that destroyed their planet, they meant it.'

She turned her attention back to Bumblebee who stepped off the machine. He transformed his right hand into his neutron assault rifle and reloaded it. Bee smiled and transformed his hand back. He looked at all the ponies and motioned them to follow.

Bumblebee walked away with the ponies following him. He stopped and turned back around; Bee rubbed his head trying to figure out a way to communicate with them.

Bee shook his head and held up three fingers. Pinkie Pie smiled and shouted, "Are we playing charades?! I love charades, especially since last time when I-"

She was silenced by a hoof to her mouth by Rainbow Dash. Bee shook his head and held up three fingers again. The mares nodded.

"Okay, three words, got it!" Pinkie said with a determined look on her face.

Bumblebee proceeded stomping his foot on the ground repeatedly, making several clanging noises. The mares rubbed their heads in confusion until Applejack spoke first.

"Uhhh.....ground?" Applejack asked.

Bee shook his head and pointed to the buildings. Twilight looked at them and said, "Um, buildings?"

Bee shook his head again and held up his arms, he pointed all around him and back at the ground. He pointed to the skies and to the buildings. It took a few seconds for Twilight to finally come up with the answer.

"OH, Cybertron?" Twilight asked.

Bumblebee nodded and held up two fingers. Pinkie nodded and said, "Two words left!" Bee nodded and held up two fingers again. Pinkie tilted her head and said, "Ummmm....I already said two words."

Bumblebee shook his head and put up two fingers.

Rainbow Dash smirked and said, "Hehe, the number two?" The yellow Autobot nodded and held up one finger.

"Last one...okay I got this!" Pinkie said.

Bumblebee pointed at Pinkie Pie and Rarity. Fluttershy spoke up, "Rarity and Pinkie?"

Bee shook his head and pointed at Twilight and then up to the sky. Pinkie bounced around and shouted, "I know this, I know this, its Equestria right?!"

Bee smiled and nodded. The pink mare bounced around happily knowing she just got it right. Twilight though of each word that was said and she repeated it, "Cybertron 2 Equestria?"

Twilight was in deep thought thinking it over and over.

"Cybertron 2 Equestria, Cybertron 2 Equestria, Cybertron 2 Eques-OH, I get it now! Cybertron to Equestria! How do we get from Cybertron to Equestria, Bumblebee?" Twilight asked.

Bee nodded and pointed towards a group of buildings. The Mane six squinted to try and spot what Bee was seeing. Finally, their eyes came upon a large tower with long spikes at the top of it.

"Is that it?" Rainbow asked.

Bumblebee nodded.

"What is it exactly?" Twilight asked.

Bumblebee rubbed his head trying to figure out a way to explain how the Space Bridge works. Suddenly, he got an idea. Bee made a hole with his pointing finger and his thumb, representing the portal. He then brought up his other finger on his right hand, representing the ship. He then proceeded by placing his finger inside the hole, explaining how the space bridge would act if a ship went through it. The mares gasped at what Bumblebee just did.

"Bumblebee," Rarity screamed, "don't do that, it's so....dirty!"

Rainbow Dash was laughing her head off and rolling all over the ground. Fluttershy was blushing furiously with Pinkie Pie as both mares giggled to themselves. Applejack was trying to hide her blush by placing her hat over her head. Twilight couldn't hide her blush but spoke out at Bee's actions.

"Bumblebee, do you even know what you just did?" Twilight firmly asked.

Bee had no idea why they acted like that; obviously it was funny to them somehow. He just shrugged and pointed back at the Space Bridge tower. The mares shook off at what just happened and focused, Bee pointed at the tower and the back to the sky.

He then proceeded to point at Twilight, then the Space Bridge, and then the sky. He did it over and over again until Twilight realized what he was trying to tell them.

"Ohhhh.....so what you mean is that tower over there can get us back to Equestria?" Twilight asked.

Bumblebee smiled and nodded finally glad that they understood.

Pinkie Pie stepped in and yelled triumphantly, "Well what are we waiting for? Let's get to that giant popsicle stick!"

Bee rubbed his head in confusion until Rarity passed by and assured him, "That's just our darling Pinkie Pie for you." Bumblebee smiled and caught up to Twilight who felt as if she was leading the group. He stepped in front of Twilight and stopped her; the rest of the mares stopped as Bee activated his assault rifle and calmly stepped into the destroyed city.

He had to be prepared for anything.

Twilight looked back her friends who nodded her forward; she gulped and followed Bee into what remained of that Transformer city. They did pass several destroyed monuments of fallen Autobot leaders, Bee gave each of them a sad look as he trudged passed his old leaders. Pained memories came rushing back but Bumblebee focused on his mission.

He did indeed have little ponies to protect.

Twilight got closer to a fallen monument and observed the face. It didn't look anything different to any of the Autobots she has already seen but still.....this Autobot did look like the leader type. She shrugged and caught up to the group.

As Twilight observed more of the fallen statues and debris they had passed, Pinkie was obviously enjoying herself. She didn't care if they passed a dead Autobot or Decepticon; she simply waved to the dead and hopped around in the ashes.

Rainbow Dash found this great opportunity to take to the skies of this new world. She was floating back and forth, still following the group but having fun as well. She did front flips and back flips and flew over a collapsed skyscraper that was being held by another building.

Fluttershy didn't fly around like her cyan friend. Instead she slowly stayed close to Bumblebee. Fluttershy didn't know for sure, but this young Autobot and her felt.....connected somehow. And she felt happier just being near him.

Rarity was disgusted by everything around her, flinching every time she took a step, backing away from the sludge covered sides of buildings and broken down supplies. Applejack was trying her hardest to ignore Rarity's complains but that one little whine made AJ snap.

"OH NO, something sticky just dripped into my beautiful mane!"

"Gosh darn it, Rarity! We're on another world, of course it’s gonna be dirty! Now stop yer complainin' and get movin' or we'll leave ya behind!" AJ snapped.

"But.....but-" Rarity began.

"But nothin', get movin' girl!" Applejack yelled and turned away from her. Rarity whined softly to herself and took a step forward.

Only for another sticky drop to land in her mane.

"Oh for Celestia's sake..." Rarity muttered and looked up to possibly locate where the substance was coming.

Another drip landed in her eye, "OH." Rarity was shocked and rubbed her eye immediately.

A soft growl entered Rarity's ears. Her ear twitched and her body stood still. She slowly looked up to see those two beady red eyes watching her from a fallen skyscraper.

"AHHHHHH!!!" Rarity screamed and galloped towards her friends who had gotten pretty far up.

"Oh what is it now?!" Applejack yelled with an annoyed tone.

Rarity got closer and panicked, "Girls, I saw a monster! It was staring at me and wanting to eat me!"

"Calm down, Rarity," Twilight assured her, "remember what Optimus said, Cybertron is dead, and everything living on it is dead, so nothing was staring at you, it was just your mind playing tricks on you."

"No, I saw it with my own eyes! Well, technically something icky landed in my eye so I couldn't see it clearly-"

"There you go! It wasn't really there only if it seemed to be." Twilight smiled knowing she was right.

Bumblebee shuffled nervously around while hearing the ponies talk, and still he couldn't get the feeling off of him. She said she saw something staring at her......and technically......not everything on Cybertron was dead.

A loud screeched filled the air causing the ponies to cover their ears. Bumblebee looked up just in time to see a six-legged creature land right behind them. It growled with immense hunger and took a few steps forward. Twilight immediately recognized what this thing was.

"It's an Insecticon, run!" Twilight screamed only to be silenced by Bumblebee jumping in front of them.

The Insecticon leaped forward but was stopped by a foot to the face by the yellow Autobot. The Insecticon got back up and tackled Bumblebee. Both Autobot and Decepticon rolled on the ground while Bee delivered punches to its face, sending shrapnel all over the ground.

The Insecticon kicked Bee off of him and glared at the ponies with hunger in its optics. It stood back up and leaped at its meal it so desperately wanted. But before it could even touch them.....it felt a sharp pain go through its chest.

The Insecticon looked down and saw an orange blade right through his chest. Bee lifted up the Insecticon with his right arm and through him at a pile of debris. The Insecticon made a few more movements before stopping......and dying.

'Join the rest of your brothers.' Bumblebee thought to himself and put his blade back in his arm.

As the horrifying moment died out, Bee turned back towards the ponies that were shivering with fear. He smiled calmly and motioned them to come closer. They got up and slowly walked towards Bee who was giving them a small smile.

His friends could not reach him in time when another Decepticon landed right behind the yellow Autobot.

The mares backed away in fear as Bee spun around quickly with his assault rifle pointed at this strange Decepticon. It had no face....in fact; its face looked exactly like Shockwave's! Its armor was a light purple with some black armor here and there, its hands were strange, and on top of its hands were long pointed spikes.

The Decepticon chuckled and spoke, "Well, well, well......if it isn't ol' Bumblebee."

Bee cringed when he said this in his mind, 'Leapers.....I hate Leapers.' The Decepticon Leaper stepped forward and looked over Bee's shoulder.

"Ahhhh.....and you have some friends here too....what in the name of Primus are those things?"

The mares backed away slowly when Bee motioned them to do so behind his back. But before any of them could take another step backwards, a loud crash came from behind. The Element Bearers spun around to see two more of the same looking Decepticons!

One of them chuckled and moved in closer while the other one smashed his foot to the ground, causing the mares to stumble over themselves. The Leaper in front of Bumblebee moved in closer and began, "Sooooo......Bumblebee.....how long has it been?"

The other Leapers glared at the ponies with interest as the leader continued, "After you worthless Autobots abandoned your home, the Decepticons crushed any resilience left, never thought you would come back to these parts. Autobots are not wanted here anymore."

"Yeah, now let's crush them!" One of the Leapers shouted only to be silenced by a slash to the shoulder.

"Anyways..." The main Leaper continued, "Why would you come back to your home and with no backup? Oh that's right, because you're the weakest, dumbest, most worthless Autobot that's ever lived!"

"Hey, don't talk to our friend like that you punks!" Rainbow Dash shouted.

Applejack and Rarity shushed her but it was too late when the Leapers behind them growled in anger.

"You got a lot of guts you freak, but you should think twice before wanting to pick a fight with Decepticon Leapers." One of them threatened.

"Yeah, we crushed guys bigger than......than.....your faces! HAHAHAHA!" The Leaper laughed at his own joke. The mares looked at him confused until the other Leaper face palmed.

"Ugh, can't you come up with good jokes once in a while?"

"That was a good jo-"

"SHUT UP!"

The two Leapers brought their attention to their pack leader who was obviously annoyed. He shook it off and faced the Autobot yet again.

"Energon is very low; thanks to you Autobots this planet would still be alive! But your arrogance would say different because you Autobots would just never give up in the war!" The Leaper yelled at the tiny Autobot.

Bee simply stared at this Decepticon who was very close to his face now, the Leaper chuckled and asked, "Why don't you talk back, Autobot scum?"

Bumblebee clenched his fists when the Decepticon continued, "Oh yeah, that's right, you got your voice chip crushed by our leader! That mission was spread all over Cybertron, Bumblebee; the Autobot who got his voice taken away by Megatron, hilarious!"

The other two Leapers chuckled as the mares gasped. Bee looked back at them and gave them a sorrowful look, which only made them feel worse. The Leaper backed off and lifted up his spiked fists.

"Now.....we'll be very well known as the Decepticons who killed an Autobot who stood by Prime, and then we'll be finishing off your little friends back there." The Leaper pointed to the Element Bearers who cowered underneath the other Decepticons standing over them.

Bee retorted back by whipping out his assault rifle and shooting at the Decepticon Leaper, who merely laughed as the bullets sprayed off of his armor. The Leaper rushed forward and knocked Bee into a highly unstable building.

The crash created by Bee sent the rest of the building crumbling to the ground. The Leapers laughed and took their attention on the ponies now.

"I'm gonna enjoy this." The main Leaper growled and slowly made his way towards the helpless equines.

The mares tried to back away, only to be stopped by the two Leapers behind them who were chuckling to themselves. The ponies closed their eyes and just hoped that their deaths would be as painless as possible. All except Pinkie Pie who stood back up with a triumphant face.

"Pinkie, what are you doing?!" Rarity whispered at her pink friend.

Pinkie Pie turned her head back and whispered, "I got a plan, just stay with me on this." She finished with a wink and turned back towards the Leapers who were obviously enjoying this little scenario.

"Aw, so you wanna die first?"

"We can make that happen...Hehe."

Pinkie took a deep breath and looked straight at the Leaper in front of her. She smiled and shouted, "WAIT!"

They stopped and looked at her with confusion until she spoke again, "Can't I have some last words?"

One of them shrugged and said, "Fine, but make it quick."

Pinkie smiled even more and began.

"What should I do?"

The Leapers stared at her for a while, trying to process what she meant. Her friends smiled knowing it was time for the Decepticons to meet their crazy friend Pinkie Pie.

Pinkie stopped smiling and asked them again, "What should I do?"

The two Leapers looked at each other and back at this crazy alien. One of them got the bravery to ask, "Uhhhhh......what should you do?"

Pinkie turned back towards the two Leapers by her friends and shouted, "Should I lie down and give up while you Decepticons do horrible things to me? Should I stand up and fight for what I believe in? Should I write a letter to Princess Celestia telling her what is happening right now? WHAT SHOULD I DO?!"

The two Leapers flinched at Pinkie and stumbled over their words.

"Ummmm.....well maybe you could-"

"No....uh....you should-"

Pinkie faced the leader of the small pack of Leapers and made him flinch; she took a few steps forward and continued with her confusing mind games.

"Should I run away and try again tomorrow? Should my friends try to talk me out of this? Should I write a song about this whole experience? WHAT SHOULD I DO, TELL ME?!?!"

The Leaper was beyond confused; he was dumbfounded. Trying to think of an answer to this whole crazy experience was just enough time for Bumblebee to get out of the rubble and charge forward.

Bee kicked the Leaper in the face, sending him to a pile of debris; the other two Leapers came back to reality and charged at Bumblebee. The yellow Autobot took quick action and flipped one over him and attacked the other one head on.

The Leaper smashed his spiked fist to the ground where Bee was, but he was too quick and climbed up the Leaper’s arm. Bee jumped on its back and activated his assault rifle. Bumblebee shot several blasts onto the weak spot of all Leapers; the back. The Leaper roared in pain and tried his best to get the Autobot off of him, but it was too late.

The Leaper already exploded sending body parts all over the ground, Bumblebee jumped off and watched as the Leaper died. Bumblebee looked back at his pony friends who were congratulating their friend Pinkie Pie.

"Pinkie, how did you ever learn how to do that?!" Rarity asked.

Pinkie rubbed her hoof against her chest and answered, "Aw it was easy. I just had to use the LeBron James technique."

"Huh?" Rainbow rubbed her head in confusion.

"Who's LeBron....never mind." Twilight shook that idea aside and took her attention back to Bumblebee. Her friends did so as well.

Bee was looking at them; smiling the entire time. The ponies returned the smile only to be replaced by horror.

"Bumblebee, look out!" Fluttershy screamed.

It was too late.

Bumblebee didn't react quickly enough when the Leaper punched him with his spiked fist, sending him crashing to the ground. The Leaper laughed and shouted, "Too slow, Autobot!"

Bumblebee got back up and realized that there were only two Leapers left to kill.

Not a problem.

Bee charged forward and jumped over the first Leaper and landed on the chest of the second one. The first Leaper turned back and brought his spiked fist towards the Autobot who jumped away just in time. The Leaper punched his teammate straight in the face.

"OH I'M SO SORRY, are you okay?"

The leader replied with a smack to the face to his comrade.

"Fool, find the Auto-"

Bumblebee latched onto the back of the leader who reached back and grabbed Bee. He flung him over his shoulder while Bee latched onto his fist. Bumblebee flipped over the Leaper and pounded on its face. Bumblebee took a quick second to look at his little ponies.

They were petrified.

Bee lifted up his hand and motioned them to get out of here! They didn't need to be told twice and took off down the street.

Fluttershy turned back and watched in horror as Bee had been grabbed behind the back and was being held against his will while the leader slashed his chest.

"Fluttershy, where are you going?!" Twilight screamed.

Fluttershy turned back with tears streaming down her face.

"I'm going to help my friend!"

Fluttershy took off only to be stopped by a sharp pain on her tail. She looked back and saw Applejack biting her tail. Funny, Applejack thought, usually it was Rainbow Dash's tail she was biting so many times.

"You know what Bumblebee meant; we have to get out of here!" Twilight screamed.

"But.....but...." Fluttershy began only for her ears to be filled with Rarity's screams.

"LOOK OUT!!!"

Applejack yanked hard on Fluttershy's tail and pulled her in just in time for the Decepticon to land hard where she was but seconds ago. Bumblebee landed on top of the Leaper and delivered punches to its face. It tried its best to block but failed as Bee continued to punch.

The ponies watched in awe as Bee was winning over this deadly Decepticon, Rainbow Dash even wanted to cheer but didn't have enough time to.

Their expressions turned to a mixture of sorrow and horror.

Bumblebee was stabbed in the abdomen by the other Leaper.

The Leader moved his head in close to Bee's head and whispered, "You're as weak as the Autobots we wiped out on Cybertron."

As the Leaper slowly ripped out his arm, the ponies screamed when Bumblebee's body hit the ground in front of them, completely motionless. Fluttershy's breathing increased when she saw Bee slowly lift up his head towards them. He gave a soft nod and lifted up his finger.

The mares turned around and saw it.

The Space Bridge tower.

Fluttershy turned back to Bumblebee who was slowly putting his head back on the ground. Fluttershy rushed forward only to be stopped by her friends again. Rainbow Dash and Applejack held her hooves while she aimlessly flailed around and screamed.

"Fluttershy, we have to go now!" Twilight yelled at her.

"NO, NO, NO, NOOOOO!!!!" Fluttershy screamed as loud as she could.

The two Leapers got back and the leader shouted, "Get them!"

That was enough.

Rainbow Dash and Applejack had to carry Fluttershy away as she looked back and saw they were getting farther and farther away from Bumblebee, the Leapers following close behind.

Fluttershy closed her eyes and let a single tear roll down her face.

"I'm sorry, Bumblebee."

Twilight led the way as all six of them rushed through broken down buildings and under fallen statues to try and get away from these two Decepticons. Twilight took a quick look back and saw the Leapers trailing close behind.

"Twilight, stop!" Rarity screamed.

Twilight turned back but ran straight into the leg of something hard and metal. She looked up from a bloody snout and saw the Leaper now in front of them!

How did it do that?!

Twilight slowly backed away only to be stopped by her friends who couldn't move. She turned back and saw that they were surrounded by the other Leaper who blocked their only escape. Twilight's breathing increased as did the other mares as they got close together.

The Leapers moved in.

The Elements of Harmony hugged each other in a tight grasp and waited for the pain to come. Oh how Twilight wished a miracle would save them......only nothing could.






Twilight slowly opened her eyes and looked around. The Leapers were staring up at something that caught their optics; Twilight nudged her friends who slowly opened their eyes too.

"A-are we dead?" Applejack asked with a slight quiver escaping her being.

Twilight shook her head and answered back, "No.....I think we're far from it."

Twilight's friends looked up and squinted to try and see what the Leapers were seeing, but it was hard considering the sun was very bright. Twilight couldn't understand why the Decepticons just didn't kill them, they were defenseless and weak, but yet something stopped them.....

.....and Twilight soon found out what it was.

A giant being stood at the top of the building that was right in front of them. All Twilight could see were the glowing blue eyes it had. But the Leapers took immediate action.

"It's the Autobot leader, kill him!"

Twilight and her friends gasped at the words that were just spoken.

The Autobot leader.

Optimus Prime jumped down from the building and landed on the ground with a hard crash. The Leapers ran forward and attempted to kill this great Transformer.

Oh how foolish they were.

Optimus jumped over the first one and delivered a punch to the second one directly in the eye. The battle was on!

The mares still couldn't believe Optimus was here to save them! A thousand questions ran through Twilight's mind trying to figure out how this was possible, all the while she was watching this massive battle unfold. Twilight squinted and tried her best to see Optimus Prime, but it was hard considering the fact that the area the three of them fought at was dark and she couldn't see her old friend, just the outline of his body.

The battled continued until the first Leaper made the mistake of turning his back on Optimus when he was swinging his fist, Optimus jumped on his back and shot it several times in the supposed spot. The Leaper howled in pain and exploded in a bright fire.

The ponies shielded their eyes to protect themselves from the brightness, but they slowly opened them again and saw another explosion go off. The last Leaper was dead.






All was quiet......

Twilight, Rainbow Dash, Applejack, Pinkie Pie, Rarity, and Fluttershy stopped shaking and calmly looked up to see Optimus Prime clenching his fists and looking around him.

He slowly brought his attention to the tiny ponies.

Optimus took one giant step into the light and made his way to the Mane six. The equines’ expressions remained the same; shocked and happy at the same time. But their smiles faded when Optimus stepped into the light.

Instead of a happy embrace of their Autobot friend, the ponies gasped at what they saw.

This was not Optimus Prime.

Its armor was white and blue that spread all over its body, its chest was red and had three blue lines going down it. On its right shoulder was an Autobot symbol that glowed as red as the fires of Cybertron. Its head was blue and had two long white horns sticking out.

This wasn't Optimus Prime, but it sure did look a lot like him.

This......Autobot stepped forward and brought his white hand close to Twilight and her friends. The mares whimpered a bit when the hand drew close, but they calmed down when it gently scooped them all up. As the Element Bearers felt themselves being lifted up, Twilight had eyes as big as dinner plates when she was brought close to the face of this Autobot.

There she was...in this same situation before.

After a few seconds of continued silence, Twilight gulped and noticed this Autobot was tilting his head and watching her and her friends' every move.

Rainbow Dash was the first to speak.

"Hey.....y-you're not Optimus Prime."

The Autobot turned his blue head towards her and sighed deeply.

"No....I'm not.....but I sure wish I was."

Now it was Twilight's turn to tilt her head.

She gulped again and asked, "What do you mean?" Obviously, who wouldn't want to be Optimus Prime? He's brave, he's heroic, and he's the leader of the free Autobots! But this just confused Twilight even more, those Decepticons said this Autobot was the leader, were they mistaken or were they telling the truth?

Twilight had so many questions going through her mind that she almost forgot about the most important one.

"W-what's your name?" Twilight asked.

The Autobot turned his attention towards the lavender pony in his hand and chuckled. It was a kind warm-hearted chuckle; it brought a warm feeling through all the ponies, just like how Celestia used to laugh.

He smiled and repeated her question, "My name...? Hehehe....."

The Autobot looked down at each of the equines in his hand and smiled softly when he answered.

"My name........is Ultra Magnus."