• Published 20th Aug 2012
  • 18,714 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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Combaticons Combine

"We fight through."

"Are you insane?!" Shining Armor yelled, "We can't make it through that!" He yelled pointing at the battle ahead.

"We must try," Ratchet said, "Optimus needs the Elements."

"But....but...." Shining began until he felt a hoof on his shoulder. He looked over to see his sister Twilight with sorrow in her eyes.

"Shiny," Twilight began, "this is something we have to do. Optimus needs us so he can save the Elements. If the Elements are saved we can stop Discord and end all of this, but we need your help Shiny. Will you help us?"

Shining looked at all of Twilight's friends and to the two Autobots. Ironhide nodded and said, "We won't let anything happen to the ponies."

"We'll defend them with all we got." Ratchet said.

Finally, Shining Armor came to a decision. He turned to his group of Royal Guard and announced, "Get the rest of the squadron here at once! We're heading straight for Optimus!"

Two pegasi saluted and said, "We'll be right back!"

The two of them took to the skies on their search for the rest of the Royal Guard scattered across the city. Shining turned back to the Autobots and asked, "Are you all ready?"

The two Autobots cocked their guns and said, "Yes.....captain."

Shining Armor faced the area of destruction and yelled, "Charge!!!"
________________________________________

Optimus Prime and Megatron still went at it. Even with both of them very injured, neither would falter nor give up. Megatron stabbed Optimus in the leg with his deadly blade. Prime yelled in pain and punched Megatron away. Prime clutched his leg and tried his best to ignore it.

Optimus ran forward, slightly limping and drove his sword forward; Megatron dodged it and hit Prime in the back with the butt of his sword. Prime fell down face first and struggled to get up. Megatron limped forward and kicked Optimus in the side. Doing this caused Prime to land on his back and stare straight in the storm clouds above.

Megatron stood over him and said, "You call yourself a Prime? You were a records clerk when I found you, and you will be dust when I'm through with you!" But before he could even lift his sword, Optimus kicked Megatron's legs and Megatron fell to the ground.

"You going to talk or fight, Megatron?" Optimus retorted back. Optimus got back up and jumped on Megatron's back. He lifted up his sword and prepared to bring it down on Megatron.

But Megatron was done playing around.

He smacked Optimus with his elbow and Prime fell back and dropped his sword. Megatron still could hear Discord's laughter echo through his hearing processor as he stood up. Megatron had to come up with a plan to kill Discord......and fast!
________________________________________

“Combaticons, group up!”

Onslaught had ordered his elite group for what his master plan was to destroy the Autobots once and for all. Now that the ponies were out of the picture, he could focus on what really mattered. As Vortex, Blast Off, Swindle, and Brawl came up to Onslaught, the Combaticon leader could see his group with cuts and bullet wounds all over their body. None of that mattered now.

“We may have a problem, Combaticons.” Onslaught announced.

“Nothin’ my blastin’ won’t fix!” Brawl shouted.

“Brawl, shut it!” Onslaught screamed, “Anyway, Jetfire is leading Silverbolt and Air Raid on a sky assault while the rest of the Aerialbots are nowhere to be seen. If we don’t take them down then our air advantages are lost and the Autobots will take control of the skies!”

“Well what do you want us to do?” Vortex asked crossing his arms.

Onslaught stared straight at Vortex and pointed at him, “Well, it’s more what I want YOU to do. You’re mission, Vortex, is to take out all the Autobot air support, meaning to kill Jetfire, Silverbolt, and Air Raid!”

“THAT I can manage.” Vortex nodded.

Onslaught faced another two of his team members and shouted at them, “Swindle, Brawl, those stupid Dinobots are destroying the Constructicons and Stunticons! I already got like five distress signals from Scrapper. Anyway, you two have to distract the Dinobots long enough for them to form Devestator and Menasor, with their combined strengths the Dinobots will fall!”

Swindle nodded with a smug to go with that, “I’ve always wondered what Shockwave put in those Autobots. It will make a great bargain to those Quintessons I’ve been trying to reach.”

Brawl grumbled, “Swindle you would sell your own motherboard to the highest bidder!”

To his surprise, Swindle laughed, “HAHA! But enough about me!”

Onslaught sighed but let it slide when he came across his last member.

“Blast Off, your mission is by far the easiest. All you have to do is fly over the city and hunt down any Autobot that is trying to hurt our precious teammates.”

Blast Off chuckled, “Are you mad at me or something, Onslaught, because that is just TOO easy.”

“We shall see…” Onslaught muttered and looked up to the lightning filled skies, the chocolate rain pelting his yellow polarized visor. Taking one last look at his teammates, he pointed forward and shouted, “Combaticons, attack!”

“I am SO outta here!” Vortex shouted and transformed into his helicopter form. He took off towards the skies to complete his mission.
________________________________________

As Vortex sailed through the Equestrian skies, he couldn’t help but actually enjoy himself. The freedom of flying, the joyous feeling, oh it was incredible! But still he had a mission, and that is to hunt down and kill Jetfire, Silverbolt, and Air Raid, those three were somewhere in Canterlot taking out the precious air support for the Decepticons.

“Now where are you, Autobots?” Vortex asked himself and turned the corner at a building.

Only to run straight into Air Raid.

Vortex almost fell down but regained his flying abilities. He looked up at Air Raid who had already flown off.

“You won’t get away, Autobot!” Vortex shouted and activated his thrusters. His blades joined together as his back thrusters pushed him forward closer to Air Raid. The Aerialbot knew that Vortex was on his tail when he began shooting at him.

“Jetfire, Silverbolt, Vortex is on my on flank and comin’ in close! I need you to take him out!” Air Raid shouted and turned left where Vortex followed while firing from behind.


Not too far away were Jetfire and Silverbolt on the top of a building in their robot forms. Jetfire had heard Air Raid distress signal and turned to Silverbolt.

“Let’s fly, Silverbolt, Air Raid needs our help!” Jetfire shouted over the thunder and transformed. Silverbolt followed behind as both Autobots took to the skies in search for their endangered friend.


“You just don’t know when to quit!” Vortex screamed as he got a perfect hit on Air Raid’s thruster. The Aerialbot twisted and turned but just couldn’t fly straight, things only got worse when Vortex fired a missile directly at him!

The missile struck perfectly as Air Raid fell to the ground below in a huge cloud of dust. Vortex snickered and muttered, “One down, two to g-AHHH!!!”

Vortex barely dodged the missile heading right for him, but in an attempt to fly straight, Vortex shot frantically when two more Autobot jets came right for him. Jetfire continued his array of missiles as Silverbolt went in for the kill.

But the Combaticon was too fast.

In a swift motion, Vortex transformed and grabbed on just in time to Silverbolt’s belly. The Aerialbot leader tried desperately to get him off by flying back and forth but Vortex just wouldn’t let go.

Now that he was tightly secured, Vortex charged up his hand and planted his fist on Silverbolt’s under side. His special ability, the shockwave, sent Silverbolt spinning out of control and eventually landing inside a building with a loud crash from the glass.

Vortex jumped off just in time and transformed back into his helicopter form to battle the last Autobot in the skies.

Jetfire hovered in mid-air as did Vortex as both stared down each other for several seconds.

Finally, Vortex spoke.

“Why did you deny our generous offer to join the Decepticons?” Vortex asked, “You would’ve been the sky commander and Megatron’s first lieutenant!”

Jetfire reloaded his vehicle weapons and answered the Combaticon, “I fight for the Autobots with pride and dignity, and those two things are what the Decepticons do not have!”

Vortex reloaded his missiles and chuckled, “Then you will die like the rest of them!”

Activating his thrusters, Vortex fired several missiles at the Autobot who dodged them and charged forward as well. Both Autobot and Decepticon were about to collide when Vortex turned at the last second.

Jetfire spun around and fired away with his missiles. He actually hit Vortex a couple times but it mostly just dented his armor.

“Not bad, Autobot scum!” Vortex shouted and dashed forward with his back thrusters. Jetfire did the same and was ready to do the same attack on the Decepticon.

Only Vortex had different plans.

Instead of turning at the last second, Vortex transformed in mid-air and charged up his hand yet again. The shockwave that exploded out of Vortex’s hand shot Jetfire all the way to the ground before he could transform and land.

Vortex transformed back before he could fall to the ground and looked at the carnage he had created. All the glass windows were shattered and what remained of the two Autobots were just a pile of broken parts on the ground.

“But not good enough.” Vortex finished and flew off to Onslaught to tell him the good news.

Except he only counted two.

Silverbolt rubbed his head and looked down from the building he had landed in. There he spotted Air Raid and Jetfire lying on the ground in their vehicle forms. He gasped and landed on the ground perfectly where he made his way to his fallen brothers.

Silverbolt went to both knees and lifted up Air Raid, “Raid, can you hear me?!”

Air Raid lifted up his head and nodded, “Yeah….I’m fine.”

Silverbolt sighed with relief and looked over to Jetfire who was struggling to get back up. He went over and lifted him back to his feet. Jetfire smiled at the young bot, “Thanks, Silverbolt.”

Silverbolt nodded and looked up to the skies were he spotted view of none other than Blast Off who soared passed them. Jetfire saw it to and pushed Silverbolt lightly.

“Get going, kid, get the rest of the Aerialbots and stop those Combaticons from doing what I think they’re gonna do!” Jetfire yelled.

Silverbolt nodded and said, “I’m not sure where the rest of them are but…..I’ll try.” Turning to Air Raid who had gotten back up, Silverbolt pointed at him and shouted, “Let’s fly, Air Raid!”

The two Aerialbots transformed and took off to look for the rest of their team. All the while Jetfire couldn’t help but fear that the Combaticons would combine very soon….
________________________________________

“We there yet, Swindle?” Brawl asked as he jumped from rooftop to rooftop, obviously struggling.

Swindle didn’t need to jump; all he had was his grappling hook that he used to get across several obstacles. He looked back at Brawl who was very far behind.

“Hurry up, Brawl, I won’t wait for ya forever!” Swindle yelled while Brawl soon caught up to him. Brawl almost fell when he jumped to the next rooftop but luckily Swindle grabbed his hand and pulled him up.

“You didn’t answer my question, Swindle!” Brawl yelled and shoved Swindle’s hand aside, “Are we there yet?”

Swindle looked at his holographic map on his wrist and began, “The Dinobots are somewhere around here since I already got the blips of Motormaster and his group nearby.”

“Stupid Stunticons,” Brawl muttered and crossed his arms, “They always need our help.”

Swindle simply smirked and looked at his map again, “Also, Scrapper and the Constructicons are nearing this area…which means…”

“Swindle look out!” Brawl shouted and pushed Swindle out of the way just in time for the Dinobot Swoop to ram on top of the rooftop they were on.

“AHHHHH!!!” Swindle and Brawl yelled in unison when they plummeted to the ground below. With a loud crash, both Combaticons landed on the ground with a hard thud. Swindle got back up and looked at Brawl who was shaking his head to regain his stature.

“This is combat, Brawl, what’s wrong with you!” Swindle yelled and delivered a punch to Brawl’s already pained face. Brawl landed on the ground and was about to teach Swindle a lesson until the sound of several roars reached him.

Brawl turned his head left and saw the battle raging on between the four Dinobots, the Stunticons and Constructicons. Each of the Dinobots were in their dino forms as they breathed fire, stomped on, and rammed each of the Decepticons around them. Swoop was flying high above and dive-bombed any Decepticon he saw….which was now Brawl and Swindle.

Screeching loudly, Swoop soared downwards to the ground where Brawl began to get up.

“Shoot it, Brawl!” Swindle yelled with his photon burst rifle already out and shooting at the pterodactyl heading right for them. Brawl got back up and activated his thermo rocket launcher.

Now with both Combaticons aiming at the same target, Swoop got hit with too many blasts and retreated back to the main battle with the Stunticons and Constructicons. Swindle looked forward in horror when he watched Grimlock breath fire on two of the Constructicons who tried their best to get away.

Turning to Brawl, Swindle shouted, “Okay, Brawl, get your main guns online and cover me while I move in!”

“You got it!” Brawl shouted and transformed into his main gun, which was very different to his tank form. It grew legs instead of wheels and the two blasters aimed upward. He fired two missiles at Snarl who simply growled and turned their way.

“Good job, Brawl.” Swindle sarcastically said as he witnessed Snarl charging for them. Swindle ran forward while Brawl stayed behind and provided covering fire that really didn’t do much. As Snarl was about to ram him, Swindle used his grappling hook to latch onto Snarl’s back.

The Stegosaurus roared in anger and tried his best to get the Combaticon off of him but Swindle hanged on for dear life. Just as Snarl was about to shake him again, Swindle jumped off and transformed. He soon made his way down the road where the rest of the Dinobots were.

“Come on you stupid Dinobot, come get the pretty car!” Swindle taunted as he drove faster with Snarl charging close behind him. Swindle chuckled when he knew Snarl was right behind him…..it was time to take out two Dinobots at once.

“Brawl, I need some covering fire on Slug in front of me!” Swindle shouted through his comm link.

“Sure thing!” Brawl shouted and fired away. The two missiles collided to Slug’s outer armor that didn’t do much damage, but Swindle knew that Brawl’s weapons would do nothing; he just wanted Slug’s attention.

The Triceratops pawed at the ground and charged away at the closest Decepticon near him which was Swindle. The Combaticon watched as Slug was charging right for him with his horns pointed down.

“Gotta time it just right.” Swindle whispered as Slug got closer.

“NOW!”

Swindle’s plan took affect when he transformed and latched onto the Dinobot Swoop when he was flying by. Swindle was holstered up with his hook as Snarl and Slug collided heads first with a loud crash.

Swindle looked back down and laughed when he saw Snarl and Slug lying on the ground in pain. He didn’t laugh for long when Swoop began flying faster.

Swindle screamed when his entire body began swinging back and forth from Swoop’s actions, the Dinobot flew in loops and circles but Swindle’s grappling hook wouldn’t break. Just when things couldn’t get any worse, Swindle watched in horror when Swoop went directly for a building!

“OH SCRAP!” Swindle yelled as Swoop flung him into the building with a loud crash. Swindle groaned in pain as he lay inside the building…until Swoop pulled him outside.

“Not again!” Swindle screamed as he was pulled out by Swoop.

Swoop looked back and saw that Swindle was still stuck to him by his grappling hook, he laughed and shouted, “Want some more fun, eh Swindle?!”

Swindle activated his comm link and shouted, “Brawl, take out Swoop now!!!”

“That’s all I needed to hear!” Brawl shouted and hit Swoop with four missiles. Luckily, Swoop’s armor was weaker than the other Dinobots’ which caused him to screech and almost fall to the ground when the missiles collided.

Swindle watched as his grappling hook was loosened which caused him to fall to the ground below. The Combaticon quickly spun around and landed on his feet with his hook still latched onto Swoop.

Swindle began struggling when Swoop was trying to fly away, the grappling hook wouldn’t break as Swindle struggled against Swoop’s strengths. Just when things couldn’t get any worse….

….Grimlock began walking towards Swindle.

Swindle was never so terrified when he saw those razor sharp teeth gnawing at his very spark. In panic, Swindle activated his comms link and shouted, “B-Brawl!!! I need your help now!!!”

Brawl quickly realized that a missile strike wouldn’t take down Grimlock, and besides….Swindle was about to be eaten.

“I’m comin’, buddy!” Brawl shouted and raced towards Swindle’s location.

“Grimlock smash!” The mighty Dinobot roared as he began to growl and lower his head ready to devour the Combaticon. Swindle tried to his hardest on this pull but Swoop wouldn’t let up as he was slowly pulling him closer to the Dinobot leader!

When Swindle’s fate was soon to be sealed, Brawl jumped right next to him and began pulling on the grappling hook. With Brawl’s added strength, the two Combaticons began pulling Swoop farther back and themselves as well.

Swoop turned around and shouted, “Grimlock, just finish them already!”

That’s all Grimlock needed to hear when he roared and charged forward with his mouth open ready to devour the Combaticons. Swindle and Brawl pulled as hard as they could and almost brought Swoop to the ground with that single pull…..but alas…..they had used all their strength.

“Taste missile!”

Swoop faced straight again to possibly see where that voice had come from where he was greeted by a missile to the face.

Swoop screeched and flew back when his strengths had left him. Swindle and Brawl used what remained of their power and pulled as hard as they could which brought Swoop to the ground. But instead of the ground meeting Swoop, the back of Grimlock’s head did.

Grimlock roared as both he and Swoop fell to the ground in a dusty explosion. Swindle brought his grappling hook back in as he and Brawl walked forward and looked at the destruction they had caused.

Grimlock and Swoop lay on the ground in front of them; neither of them could get up in their dino forms. Brawl began laughing over his victory while Swindle looked in the sky and saw that brown dot soar over them.

“Thanks for the assist, Blast Off!” Swindle waved to his fellow Combaticon.

Blast Off merely flew over them to continue assisting his fellow Decepticons across Canterlot. Which reminded Swindle of their mission…

When Swindle looked forward, he could see the Stunticons and Constructicons standing back up and making their way to the fallen Autobots. Swindle and Brawl put their guns away and began to walk down the street.

But the last words Swindle had said caused the Decepticons to cheer.

“Finish them off, Menasor and Devestator!”

With that, the Stunticons joined together to form Menasor while the Constructicons merged into Devestator yet again. The two giants looked down at the Dinobots that were struggling to get back up.

The last things that Swindle and Brawl heard were the roars of pain coming from behind them.
________________________________________

Blast Off was flying over the Canterlot grounds in boredom after he had saved his fellow Combaticons from the Dinobots. He had actually passed something of interest…

“Omega Supreme sure does stay in stasis for a long time. But I’m not complainin’.” Blast Off talked to himself as he flew over the motionless body of Omega Supreme lying on several destroyed buildings.

Now that his mission was complete and he couldn’t locate any other Autobots, he was about to turn around and head back to Onslaught……

….until he caught view of the colorful blobs below him.

“No….that’s not possible.” Blast Off muttered in total shock as he stared from high above.

How was it possible? Soundwave had sent them to a random location in the galaxy, how they were even alive confused Blast Off. His confusion left when a new feeling came over him; fear.

“Ohhh…Onslaught’s not gonna like this.”

Turning around, Blast Off soared away to tell his leader the horrid news, but in his mind he knew….that the time to form Bruticus was imminent.
________________________________________

Ironhide and Ratchet led the way as several missiles and bullets soared past them, some striking them, while most just passed. Bumblebee stayed close to the ponies just in case if a Decepticon came out of nowhere and attacked them. Shining Armor led his group of 12 Royal Guard behind Ratchet and Ironhide.

After several more minutes of running and shooting, they came to a group of Autobots hiding behind some rubble. It was Perceptor, Hound, and Wheeljack. Perceptor saw Ironhide and Ratchet with the ponies behind them.

"Ironhide, Ratchet, we're so glad you're here, and with the ponies too! The Decepticons are blocking our path, most Autobots made it over but we're still stuck here!" Perceptor explained.

Ironhide looked over the rubble to see Thrust and Dirge shooting several buildings and Autobots. Thrust looked over to see Ironhide's face; he frowned and shot at him. Ironhide ducked down before the shot could get him. He looked back at the Royal Guard, ponies, and Autobots.

"Okay, me and Ratchet are going to take out Thrust and Dirge, Bumblebee, you cover the ponies and make it through to the other side, got it?!" Ironhide explained. Bumblebee saluted and ducked down by the ponies.

Ratchet pulled out a C.L.U.T.C.H device and threw it in the air above Thrust and Dirge. It created a bright flash above the Decepticons. The ponies could hear the Decepticons yell, "AHHH!!! My optics, I'm blind!!!"

Ironhide and Ratchet jumped out from the rubble and shot Thrust and Dirge. Both Decepticons landed on the ground wounded and not moving. Ironhide motioned for Bumblebee to come out. Bee nodded to the ponies and came out from behind the rubble.

The Mane 6 followed Bumblebee past the two Decepticons. Rarity looked at the one called Dirge and gasped to see him spitting out liquid Energon and groaning in pain. These Autobots and Decepticons were a VERY violent race. As if she hadn’t known that already.

Rainbow Dash heard Wheeljack gasp and say, "Look out!!!"

Bumblebee, Ironhide, Ratchet, the ponies, and Royal Guard looked up to see another Decepticon heading straight for them! Ironhide looked back at Wheeljack and screamed, "It's Ramjet!!!!"

"He's going to fire on us!" Perceptor shouted.

"Quickly," Ratchet said, "help me lift up this carriage!" Ironhide went by and helped Ratchet lift the carriage to the middle of the street. Bumblebee motioned the ponies to get to safety. The Mane 6 went back and hid behind some debris, they looked over to see what would happen.

Bumblebee helped Ratchet and Ironhide lift the carriage to the middle of the street and create some sort of shield. The Royal Guard backed away and hid behind the same rubble. Ironhide, Ratchet, and Bumblebee got behind the carriage and held it down.

Ramjet fired two missiles, one connected to the carriage and made it explode, the second collided to the ground where the three Autobots were and sent them to different locations. Ironhide connected to a building and landed inside, Ratchet landed on Hound, and Bumblebee was sent straight for the ponies!

The Mane 6 on the other hand were hit by the shockwave created by the missiles and were sent back by the blast. Luckily, they were moved out of the way before Bumblebee landed on them.





Twilight opened her eyes and felt her senses coming back. She felt the debris all over the ground as she slid her hoof slowly across it. She saw the Royal Guard in a frenzy to find the other Elements while she was not seen. She tasted blood in her mouth from the impact of the ground.

She smelled the fire suddenly surrounding the buildings but was soon doused out by the chocolate rain. Her hearing was slow to return but she heard the several screams of her friends as they were in pain.

Twilight shook her head and looked around, Pinkie was being lifted up by a Royal Guard, and her back hoof was bleeding. Rarity was crying because her tail got singed by the fire. Applejack was helping Rainbow Dash back up; Applejack looked at Twilight with tears streaking down her face. Fluttershy was crying and holding her bleeding front hoof while the Royal Guard tended to her.

Twilight heard the sound of sparks flying behind her. Twilight turned around and saw Bumblebee laying on his chest and slowly crawling towards her. Twilight got up and limped towards Bee, with tears forming in her eyes. Bumblebee looked at her with complete defeat in his eyes.

Twilight looked at Bee and said, "Bumblebee....you're gonna make it, you gotta get up."

Bumblebee shook his head and looked back; Twilight peeked over his face and allowed the tears to fall at what she just saw.
Bumblebee's legs were blown off his body.

Bumblebee looked back and crawled closer to Twilight; Twilight got nearer and placed a hoof on Bumblebee's face. She whimpered and said, "I'm sorry.....I didn't want this to happen."

She opened her eyes and saw Bee reach back and bring his left hand closer to Twilight. In his hand, was Twilight's tiara. The violet unicorn gasped and felt her head; her tiara definitely had flown off during the explosion.

Bumblebee placed the tiara gently on her head and brought his hand down. He looked at Twilight with sorrow. Twilight began to cry again and knew that her friend couldn't help them anymore now that his legs were gone.

Bumblebee faced to the right and pointed his finger in that direction. Twilight looked and saw the concrete arena still floating but still very, very far away. She looked back at Bee and her lower lip began to quiver at the thought.....that Bumblebee wanted them to leave him behind.

She shook her head and said, "No, we can't leave you here Bee!"

Bumblebee placed his finger under her chin and slowly nodded. Twilight bit her bottom lip and continued to cry. Her crying was interrupted by a hoof on her shoulder; she turned around to see Applejack with tears still in her eyes.

"Sugercube," Applejack began, "we have to keep movin', Optimus needs us remember?"

"NO!" Twilight screamed and backed away from Applejack, "We can't leave Bumblebee here to die!"

"We won't." A voice from behind Applejack spoke. The two mares turned around to see Ratchet missing his left arm and Energon leaking out of it. It was a horrific sight.

Ratchet stepped forward and went down to Bumblebee, he turned back and said, "Bumblebee will need medical help at once, I will stay here. Ironhide..?"

The two mares turned to see Ironhide looking at Ratchet with intent.

"You have to go without us, defend the ponies.....and make it to Optimus." Ratchet told him.

Ironhide nodded and said, "Will do Ratchet. Come on ponies, let’s move."

Ironhide motioned the other Autobots to follow behind him. Perceptor, Hound, and Wheeljack got out from the rubble and got behind Ironhide, each activating their guns.

Twilight took one last look at Bumblebee who was now being healed by Ratchet before she turned around and walked with Applejack. Rarity, Pinkie, Rainbow, and Fluttershy each followed Twilight and Applejack. The Royal Guard each walked by the Autobots. Ironhide and the other Autobots walked forward to the war-torn streets above.

Ironhide looked back and said, "Now stay close ponies, these Decepticons are tricky, we'll be in another battle soon enough."

"ANOTHER battle?!" Rainbow screamed, "We barely survived that first one! How are we gonna make it through ALL of these Decepticons?!" Rainbow asked with urgency in her voice.

Ironhide sighed and said, "We were sworn to protect the innocent, and by Primus we will protect each of you with our very spark. So don't think for a nano click that we will give up on you all." Ironhide said to them and faced forward.

Pinkie wiped her nose and said, "This isn't fun anymore, I wanna go home."

"There won't be a home to go to if we don't take down the Decepticons." Hound told her with a hint of sadness in his voice.

Pinkie whimpered and started crying, Fluttershy went by her and comforted her which caused Pinkie to calm down a little. Perceptor looked back and sighed sadly, he really wanted to learn more about these ponies and their emotions, but now was not the time.

As Pinkie continued to cry, the rest of her friends went by her and patted her on the back and whispered calm words into her ears. Pinkie stopped crying and smiled at each of her caring friends.

"You're great friends." Pinkie sniffled.

"We're through this together, remember?" Rarity reminded the group.

Twilight nodded and smiled at Pinkie, "No matter what, we'll be together.....as friends."

The Mane 6 stopped and hugged each other while Fluttershy and Pinkie continued to cry. The Autobots stopped and took notice to this scene. Ironhide looked back and smiled at the adorable scene placed in front of him. These ponies were truly the closest of friends he had ever seen.

This precious moment was interrupted by a missile hitting Ironhide straight in the chest.
________________________________________

Optimus fell to the ground with Energon leaking out of his chest. As he clutched his open wound, Megatron walked forward and grabbed Prime by the throat and lifted him up. Megatron smacked Optimus with the butt of his sword on the side of his face.

Prime fell down on his chest and laid there. Megatron limped over and aimed his cannon down at Optimus, this was it!
Discord jumped right in his seat and shouted, "FINISH HIM!!!!"

Megatron powered up his cannon for the final blow.

"HA, you're as weak as the fleshlings you fight for!" Megatron spat out some liquid Energon.

Optimus looked over to see the end of Megatron's cannon aimed right at his head, with his last strength, Optimus Prime cupped his fists together and smashed them against Megatron's chest. Megatron fell back and landed very close to the ledge. Optimus regained himself and stood up again, he activated his path blaster gun and walked forward to Megatron lying on his back.

"On the contrary, my friends are the source of my strength!"
________________________________________

Ironhide landed back and hit Perceptor. The two Autobots tumbled on the ground while Hound and Wheeljack tried to locate where the missile came from. Meanwhile, the Royal Guard had taken a defensive position around the Mane six and looking all around for the assailant.

Suddenly, Wheeljack was hit with missiles as well. He flew back and landed inside the buildings causing several glass windows to shatter. Hound looked all around and still didn't see anything.

Until he caught view of Blast Off.

The Decepticon soared straight for the ponies but Hound couldn't let this happen. He shot several bullets at Blast Off who retorted back with shots of his own. Hound got shot in the leg and the shoulder by two missiles which caused him to flip over the ponies and crash onto the hard gravel below.

The Royal Guard was even more terrified now that the Autobots had been taken out and they were trapped with a Decepticon heading straight for them! But they swore to protect the Elements, even if that means giving up their lives.

But Blast Off didn't go for the ponies; instead he soared past them and hovered just a few feet away from them. He turned and faced the ponies blocking their escape.

Shining Armor heard a honking noise and turned around to see three more Decepticons driving right for them. One had two long poles on the front side, another was yellow with a long black stick on the back of it, and the last one was just a giant blue rectangle-like box on wheels.

The three of them stopped and transformed before the pony's eyes. The green one growled and smashed his fists together, the yellow one snickered at the ponies, the last one, and the biggest one, stepped back and clenched his fists when he caught eye of the Elements. They could tell he was teething with rage.

One Guard shouted, "How are we gonna take these things down sir?! We barely survived against one!"

Shining Armor looked back and said, "We'll have to use strategic combat to take down four of these guys!"

"Ummm, sir? L-look behind you." One Guard stuttered. Shining turned around to see another Decepticon transform and land on top of a building not too far away. This one was tan and red with long blades on its back.

"Better make that five." One Guard chuckled nervously.

Shining Armor gulped and said, "Oh we are so bucked."

Yep, the Royal Guard was surrounded. The three ground Decepticons stood in front of the Guards while the two flying ones were behind them. How were the Royal Guards supposed to get the Elements out of this situation now?!

The giant blue Decepticon stepped forward slightly, clenched his fists and yelled, "How did you live?! Soundwave sent you to a random location in the galaxy!"

Before any of the ponies could intervene, especially Rainbow Dash who wanted to gloat about their little experience on Cybertron, Onslaught continued, "No matter, this time we'll make sure you die!"

Looking around him and clenching his fists, Onslaught shouted as loud as he could.

"Combaticons, combine into Bruticus!"

All of a sudden, the green and yellow Decepticons ran forward and transformed in mid-air. They formed what appeared to be legs. Twilight felt a gust of wind fly right past her; she looked forward and saw the flying brown Decepticon fly right past them. The Mane six looked back and saw the red flying Decepticon transform in mid-air and fly right towards them.

It passed right over them and was heading for the rest of the Combaticons. Speaking of the Combaticons, the giant blue one jumped on top of the green and yellow one and transformed into some kind of body with a head. The head's eyes lit up red and glared down at the Royal Guard and ponies. The glare was so intense; it ripped through the souls of The Mane 6 and frightened them to the bone.

The brown Decepticon flew straight for the colossus, when the ponies thought it would ram into the giant, it caught the brown Decepticon and it formed an arm! The arm came down to the right side of the giant Decepticon and formed a hand with fingers.

The other flying Decepticon flew forward and the colossus once again caught it and it formed the left arm. The blades on the red Decepticon twirled together and stopped spinning as the hand popped out of the new arm.

The giant brought down his newly right arm and looked down at the ponies. His glare intensified as it moved closer and closer. It stopped when it was in good distance from them and clenched its right hand.

“BRUTICUS ONLINE!”

With that, Bruticus raised his right fist and smashed it to the ground. When the fist collided, it created a wave of energy heading straight for the ponies! Carriages and debris were flipped out of the way as the pain wave was approaching them.

Shining Armor created a giant dome of energy protecting his Royal Guard and the Elements. As the wave hit the dome, Shining Armor fell to the ground in total exhaustion. Twilight went by his side and screamed, "Shiny, get up it's getting closer!"

The dome was cracking from that intense wave of energy hitting it. Bruticus walked right in front and lifted up his massive foot. He brought it down on the dome and it shattered underneath his wrath.

The Royal Guard shot their energy beams from their horns as it simply deflected off of Bruticus' armor. The ponies saw in horror as Bruticus brought forward his left arm and the blades on it started to spin violently. Bruticus reared down his left arm and swung it at The Mane 6 with the spinning blades following.

“THIS IS TOO EASY!”

“It’s heading for the Element Bearers!” One Guard screamed and fired random shots from his horn at the colossus approaching.

“NOPE, THEY’RE JUST IN MY WAY!”

Four Royal Guard pushed the ponies out of the way just in time for the other Guards to retreat to the sides carrying their unconscious captain. Bruticus brought down his left arm but missed the ponies only slightly.

Rarity breathed in and out quickly just happy to be alive, until she felt a tap on her shoulder. She looked over and saw Applejack standing there looking down with a shocked expression.

"What is it?!" Rarity almost screamed, afraid of what had happened. Applejack pointed at Rarity's tail which had been sliced off from the blades.

Rarity screamed and looked frantically for her tail. There it was in the middle of the street. Rarity ran forward but was stopped by a Guard. Rarity looked over his shoulder and saw her tail get stepped on by that giant foot of Bruticus.

"MY BEAUTIFUL TAIL!!!!" Rarity screamed with tears streaming down her face. Her sad expression transformed into pure anger as she glared hatefully at the Decepticon colossus.

"You brute!!! You ruined my gorgeous tail with your horrid knives!!!!" Rarity screamed and used her magic to lift up several pieces of debris. She chucked them at the giant.

Bruticus used the spinning blades to block the debris hitting him. He chuckled and shouted, “THAT’S NOT ALL, IT SLICES AND DICES!”

Rarity wasn't finished when she pushed the Guard out of her way, ran up to Bruticus and proceeded to buck him in the foot repeatedly.

Bruticus tilted his head in confusion, “SHOULD I BE FEELING PAIN?” He simply kicked the white unicorn with barely any force. The force of the kick however, sent Rarity flying towards her friends. Twilight caught her using her magic and brought her back to the ground.

Rarity clutched the part of her body that was kicked, Twilight got near her and asked, "Rarity, are you okay?!"

"I'm fine....it's just..." Rarity sniffled and said, "my tail is ruined!" Rarity cried in her foreleg.

Rainbow Dash facehoofed and felt another rumble. The Royal Guard and Mane 6 looked up and saw Bruticus standing right in front of them. His massive body shadowed over them with little light they had to begin with considering the storm blocked out the sun.

"I DIDN'T REALLY EXPECT A CHALLENGE!"

Bruticus lifted up his massive foot and held it above the group of ponies and Royal Guard. Little pieces of debris fell off of Bruticus' foot and landed on Twilight's face. She rubbed her face and didn't want to look up again but had to.

Just as Bruticus was about to bring down his mighty foot, a missile crashed into his side.

Bruticus reared back and stumbled a few feet before facing the road and prepared to fight anything that stood in his way. The ponies and Royal Gaurd looked over and saw five flying objects heading for them!

Each one had a glowing red Autobot symbol on them. All of them landed on the ground and transformed to reveal the Aerialbots! The mares cheered and the Royal Guard, with much reluctance as they could, cheered as well.

Silverbolt looked up as Bruticus was regaining himself.

Time to make this more even.

"Aerialbots, form into Superion!" Silverbolt shouted.

Skydive and Air Raid ran forward and transformed into the legs. Silverbolt transformed in mid-air and landed on both of them, forming the torso and head. Fireflight flew up and transformed into an arm, he landed perfectly in the right arm socket and locked in. Slingshot flew up and transformed into the other arm, he locked in place where the left arm socket should be.

The Autobot colossus stepped forward and smashed his fists together. Bruticus looked at one of his most hated enemies: Superion.

"YOU'RE PATHETIC!!! I AM MORE SUPERIOR TO YOU, SUPERION!!!" Bruticus taunted his enemy.

"BRING IT ON!!!" Superion answered back and charged forward.

Superion brought his gigantic fist forward and attempted to punch Bruticus who caught the fist and rammed his knee into Superion's stomach. Superion fell to one knee but grabbed Bruticus' leg and flung him on his back. Bruticus fell backwards created a huge tremor that echoed through Canterlot.

Superion looked back at the Elements of Harmony and shouted, "SUPERION CREATE A PATH FOR PONIES! GO NOW, SUPERION WILL HOLD OFF BRUTICUS!"

Bruticus got back up and tackled Superion. The two giants tumbled on the ground and punched each other repeatedly. The Royal Guard turned towards The Mane 6 and said, "We'll cover you, now let’s move out!"

The Elements nodded, like they had a choice, and followed the Royal Guard past the two giants fighting in the tattered streets of Canterlot. Shining Armor shook his head and regrouped with his Guards. Twilight looked back only slightly to see Superion being thrown against a building by Bruticus.

There it was again......what should Twilight do? Part of her wanted to help the Autobot fight this colossus but another part just wanted to just move forward and let Superion handle this.

She didn't have to decide long.

From under Bruticus' legs came the other Autobots that had sworn to defend the ponies: Ironhide, Hound, Wheeljack, and Perceptor. They shot several blasts from their guns and hit Bruticus from underneath. Bruticus fell to one knee which allowed Superion to deliver a kick to the face to his old foe.

The five Autobots ran forward and stopped by the ponies. Ironhide smiled with relief and said, "Oh thank Primus you survived! Now come on, we still have to get to Optimus!"

"Are we any closer?!" Shining Armor tried to make his voice louder over the thunder.

"Not even close, look." Perceptor said and pointed forward.

The Royal Guard looked forward and groaned when they still saw several Autobots and Decepticons battling in the streets and the skies. The arena was barely closer than before.

Rainbow Dash chuckled and said, "Well, we're closer at least!"

"Yeah," Ironhide said and reloaded his gun, "but this was just the beginning of what is to come."