• Published 6th Mar 2020
  • 4,052 Views, 368 Comments

Friendship is Deceptive - Kris Overstreet



Megatron and his elite warriors, stranded in Equestria as ponies. Shenanigans ensue.

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1/3: Meeting the Neighbors (The Ticket Master)

"HEY, STARSCREAM!"

Starscream looked up from the book he'd been reading (such primitive data storage devices, bah) just in time for the little cardboard tube to strike him directly between the eyes. "WHO DARES?" he shouted.

"We're outta toilet paper," Rumble said, stepping out of the guard house's first-floor bathroom. "Go out and get us some more."

Starscream set down the book and pushed himself off the chair he'd been sitting on. Spreading his wings without thinking about it, he stared down the diminuitive purple earth pony. "Do you remember who you're talking to?" he asked. "I am vice commander of the Decepticons! I am so far above you that I have difficulty seeing you even at extreme magnification! I-"

"Yeah, an' you're the one who explained to us what toilet paper is for!" Rumble snapped. "And we're out. So since you know so much about it, go find us some more!"

"Hey, Starscream?" Thundercracker muttered, pulling his own muzzle out of a bowl. "if you're going out, we're out of these Frosted Hay-Bales things, too." He put his face back into the bowl and returned to munching with quiet sounds of satisfaction.

"Hey, 'Cracker," Rumble said, "you know what you're doin' there? That's what causes th' need for toilet paper."

"Gotta keep th' energon topped up," Thundercracker said between loud crunching bites. "Never know when you'll be ordered to-"

"Wait a moment..." Starscream turned his attention to Thundercracker, and to the tall empty cardboard box next to him. "I had that box carefully hidden! How did you find my hiding place?"

"efforts at concealment: futile," Soundwave answered for Thundercracker. The dark blue unicorn levitatated one of the sugar-coated rolls of edible cellulose towards his mouth and added, "skill demonstrated in the attempt: laughable."

Starscream snorted. "I see how it is," he muttered. "Very well, I shall go out later in the day and get more food and other necessities. But I thought we'd have enough." He walked over to the cabinets of the barracks kitchen and opened a couple of doors, revealing a handful of cans and a couple of already half-empty bags. "Either these organic energy sources are even more inefficient than we suspected, or these new bodies are burning through them as if we were in constant battle!"

"An insightful observation, Starscream." Megatron walked in from the armory, dressed in his full guard armor. "Mechanical creatures such as us- as we were," he growled, flexing a forehoof in the exact same motion he once used to clench a fist, "are capable of entering low-power operation modes. These inferior organic bodies cannot control their metabolisms so finely, so they remain naturally set at a level that prepares them to fight or flee for their lives at any moment." He smiled at Starscream- and, Starscream noted, like most of Megatron's smiles it lay about three-quarters of the way to a sneer- and asked, "Is that not a scientific assessment?"

"A... most interesting hypothesis, Lord Megatron," Starscream mumbled. Clearing his throat, he continued, "But in any case, it does present issues for our resources- specifically money." He walked over to a slate on the wall, wrapped his wingtip around one of the old chunks of chalk, and began writing sums on the board. "We've been in this world four days, roughly speaking," he continued. "The supplies I bought two days ago were supposed to have lasted us two weeks. Fourteen days. Now it appears they might not last us four days."

"Good morning, fellow Decepticons." Buzzsaw glided down the stairway from the second floor. "Starscream, where did you put that 'pet food' substance? I'm feeling a bit..." The robotic buzzard turned eagle-like griffon looked at all the eyes staring at him. "Ah, did I interrupt something? Then I'll just take the pet food and-"

A loud and savage snarl from the corner made it clear that Ravage would retrieve the brightly colored sack of Kitty Kibble from the cooling corpse of anyone who dared to take it.

"As I was saying," Starscream continued, "with our excessive need to eat-"

"And the other thing!" Rumble insisted, kicking around the empty toilet paper roll on one hoof.

"Er... to eat, and to excrete," Starscream continued, "and to exercise proper hygiene for organic creatures, plus whatever social duties or other needs I haven't figured out yet, the starter fund Princess Celestia gave us isn't going to last long. And once that's gone, we'll have to feed ten of us on two guard salaries."

"Then what do you propose?" Megatron asked pointedly.

"You have your job guarding the town," Starscream said. "And I spend all day reading every scrap of data this society has about itself so we can better fit in. Once I'm done with that I can begin researching a way home. But has anyone else even left this stone shanty since we moved in?"

"Yeah. Laserbeak," Rumble said. "He was out all day yesterday and didn't come back until dusk."

"He left before dawn this morning, too," Buzzsaw nodded. "He told me he was scouting the area. I elected not to join him. My brother is best taken in small doses."

The other Decepticons nodded, even Megatron. When it came to Laserbeak, silence was not golden; it was much rarer than that.

"Well, there you are, then," Starscream said. "Out of the ten of us, two have jobs. That needs to change." He glared at the Decepticon ponies who weren't Megatron and shouted, "At least some of these lazy bots need to get out of here and go to work!!"

"Work?" Skywarp barely moved from where he lay on his back on a ceiling joist. "Listen, Starscream, if I'd wanted to work I woulda joined the Autobots! They work. Deceptions rule!"

"Skywarp..."

The pegasus on the joist froze, then carefully rolled over on his perch to look down on the armor-clad unicorn. "Yeah, Megatron?" he asked meekly.

"Which of us here is the strongest Decepticon?" To prove Megatron's point, a yellow field of light rose from his horn and enveloped Skywarp, effortlessly removing him from his perch and levitating him down to eye level.

"Um... you are, Meg- um, Lord Megatron." Skywarp squirmed in the magical grip, feeling it tighten just a little uncomfortably. From the look on his face, Starscream guessed he'd figured out just how much trouble his mouth had put him in a little too late.

"That's right!" Megatron congratulated Skywarp sarcastically. "I am the strongest. And that means..." The light pulled Skywarp right up to Megatron's face, where the leader's red eyes could bore straight into the ex-Seeker's yellow ones. "... that means, if I say you work... YOU WORK!" The magic light flared, and Skywarp went tumbling out into the foyer of the guardhouse, crashing against the far wall with a grunt of pain.

Starscream couldn't help but flinch as Megatron turned his angry look his way, but he relaxed as that look panned across him to take in all the Decepticons present. "As much as it pains me to admit it," Megatron continued, "Starscream is right. I didn't make you my elite team of warriors so you could lounge about all day doing nothing! Enough idleness!"

He jabbed a hoof towards the foyer and the main doors to the outside world. "If Starscream and Laserbeak can learn more about this world we've been brought to, so can the rest of you! From now on, every day you all go out and interact with the natives. Find out what they're good at. Find out what you're good at. And then find a way to do it that brings in the money we need to survive here!"

From the foyer a woozy voice called out, "What if I'm good at robbin' banks?"

Megatron's growl made Starscream step backwards a moment before he realized, again, it wasn't directed at him. "Then, Skywarp, you will keep that knowledge to yourself until I say otherwise!" Megatron snapped. "We are still in an uncertain and precarious situation here. I will not tolerate it being endangered by any ill-conceived notions like petty theft!"

Again his gaze went around the room. "We were lords of Cybertron- lords of the galaxy!- back home. But we are not home now. Here we are outnumbered and outpowered- and we don't even know how badly we're outpowered! So until I say otherwise, stay out of trouble! Or else you can join Frenzy in the cells!"

Starscream didn't bother suppressing the smirk that brought on. Frenzy had tried to start a fight with a strange pony on the street the day before. Megatron had ordered him confined to one of the guardhouse's three jail cells for ten days- five for trying to punch out an earth pony twice his size, and five for making Megatron apologize on Frenzy's behalf. The confinement and boredom was driving the little red pony crazy, but crazy in silence, since Megatron had threatened to add a day to the punishment every time Frenzy complained.

In Frenzy's case, silence was platinum.

"Starscream!" Megatron's bark brought Starscream's attention back to the here and now. "Give me, Thundercracker, Skywarp, Soundwave and Buzzsaw twenty of these... bit coins... each. Ten for Rumble." One last time his glare scanned the room. "Do not feel compelled to spend every last coin. We have a limited supply." Now he did glare at Starscream, but not the kind of glare that threatened immediate violence. "How limited exactly, Starscream?"

"Less than six weeks with seventy bits a day on top of the basic necessities," Starscream said, looking at the numbers he'd put on the chalkboard and finishing the math in his head.

"Just so," Megatron nodded. "Very limited. So don't waste them!" Without a further word he stomped out of the dining area, through the foyer and out into the Ponyville town square.

"Hey, Cracker," Rumble said as he walked up to Starscream. "What are you gonna buy with your bits?"

"Something to eat," Thundercracker said. "Those Frosted Mini-Bales are okay, but the bagged oats get old quick. These squishies have got to have something better."

"examples of consumer electronics required," Soundwave chipped in. "Purpose: technological analysis."

"I believe I shall browse the tool shops," Buzzsaw said. "Or possibly the art galleries, if they have any. A true artist always seeks inspiration, after all."

"Just you watch your spending," Starscream grumbled, going to the old safe where they'd stashed the fund provided by Celestia and Luna to set up the Decepticons in Ponyville. "And if Megatron doesn't think your purchases were worth it, don't come crying to me!"

"Yeah, no danger of that, Starscream," Rumble muttered.

Starscream decided to pretend he hadn't heard that.


Laserbeak quietly took a bite of the apple in his claw. At first he hadn't cared for the whole eat-and-excrete process that came with organic bodies. Nothing replaced a good energon recharge. But apples were, so to speak, growing on him. Oh, there was a flavor missing that he craved, but he got that when he raided the Kitty Kibble bag at night- the flavor of meat-byproduct. For the rest of his needs, these apples, plus an occasional pastry stolen when opportunity presented itself, seemed to fit his needs just fine.

Furthermore, these little stolen snacks had advantages energon lacked. For one thing, no Autobots showed up to blast you in the face for stealing apples. For another, you didn't need Soundwave or Starscream to set up the energon conversion process from whatever Earth power source they were looting at the moment. No, with organic food it was just grab, gulp, and go- no hassle at all.

And that suited Laserbeak just fine, because it left him more time and freedom to do what he did best- surveillance.
He knew the other Decepticons thought he was an idiot and a coward. He was fine with that. Almost from the day of his first initialization he'd recognized a basic fact of existence: the only hope of weak bots like himself was to ally with the strongest and make themselves so useful as to become valuable- something to be protected rather than just exploited. The other Decepticons had made a joke of it- "Who's leader this week? Well, who's Laserbeak kissing up to?"- but since Laserbeak and his brother were still functioning after millions of years of civil war, he had the last laugh, didn't he?

And for all their contempt, none of the other Decepticons- not even mighty Megatron- had realized that the new town librarian, Twilight Sparkle, was or would shortly become a nexus of power. She had defeated Nightmare Moon, hadn't she? She was the personal student and protege of the ruler of the land, right? But no one had given any thought to learning more about this creature who might become a pawn in Megatron's plans...

... no one except Laserbeak, that is.

So, while the target of his surveillance, her reptilian assistant, and one of her pony friends knocked apples out of trees and gathered them into baskets, he watched from another tree- a tree already stripped of its fruit- and listened, trying to chew raw apple as quietly as he could.

He missed his holographic imager, his internal record banks, his high-gain microphones. This new form of his didn't even have ideal ears- he kept having to turn his head sideways to better hear what the ponies were saying. And when he reported to Megatron, he'd have to do so by voice- so inefficient, so annoying for him and his audience alike.

But he stayed, unseen and unnoticed, and listened as the dragon burped, watched as a scroll emerged from the smoke. That held his attention enough to make him drop the half-eaten apple. Apparently the purple pony and her royal teacher could send messages long-distance using the little dragon. That might be useful.

He listened to the student and the pony in the hat talking.When the blue flying pony with the polychromatic hair showed up, he listened to her, too committing every word to memory and wishing he still had built-in cameras and microphones.

So... this Grand Galloping Gala, as Laserbeak understood it, was an event where the powerful of Equestria gathered. And invitations, apparently, were a most exclusive commodity.

If the powerful of Equestria were in attendance, shouldn't Megatron be as well? He might find some disaffected nobles or senators or whatever this planet had, willing to listen to a few well-chosen words on the subject of regime change. Or her might take some hostages, or launch his coup then and there, if opportunity presented. Such a gathering opened all sorts of possibilities...

But first Megatron had to get invited to the Gala... or just get his hands- hooves- on one of those golden tickets!

Laserbeak watched and waited as Twilight Sparkle said something about lunch and walked off, then waited a while longer as the orange pony and the blue pony hoof-wrestled one another. Only after sixteen bouts, with victory equally split between the two, did they finally leave, allowing Laserbeak to flee his perch and take to the skies unseen.
Only then, halfway back to Ponyville, did Laserbeak realize that, for all his stalking of Twilight Sparkle, he'd never actually followed Megatron on his patrols... which meant he had no idea where his leader was at this time of day.
Grinding his beak, he soared high above Ponyville, circling around in search of a silver stallion in a beat-up guard helmet...


“Good morning, Mr. Starscream!”

Starscream looked up from the shopping list in his hoof- his mouth-writing had improved from illegible to merely undecipherable in two days- to meet the eyes of a well-dressed earth pony with a jeweled tie-pin and a touch of gray in his mane around the temples. “You remembered!” he said, honestly surprised. “You remember my name after my visiting only once?”

“I try to remember all my regular customers,” the well-dressed pony said. “And since you’re one of the new town guard, I expect to be seeing a lot of you in the future.”

“Too true,” Starscream muttered. He still hadn’t thought of a clever way to shuffle off the chore of grocery shopping onto one of the others without losing power over the collective purse in the process. In a louder voice he replied, "Unfortunately I don't believe I caught your name when I was here last time."

"Filthy Rich, that's my name," the pony replied. "Owner and CEO of Barnyard Bargains, with over thirty locations across Equestria. But I choose to live here in Ponyville, where it all began." He gestured around him at the clean, well-organized store filled with almost all the necessities of daily pony life. "My great-grandfather founded the business, you see. And I still keep a hoof in running the old flagship store, just to make sure everything runs smoothly."

"I quite understand, Mr. Rich." Starscream didn't agree with it one little bit, but he understood there were people like Filthy Rich who believed hands-on knowledge of their enterprise was essential to their success. Starscream held to a different philosophy of management- that of maintaining the big picture, leaving subordinates to handle the details and motivating them with severe punishment for idiocy. A leader lowering himself to the level of his underlings was just... demeaning.

But he'd lived too long climbing the ladder of ambition to let this contempt show in his face. Instead Starscream extended the parchment on his hoof to the earth pony and said, "This is the list of things we need, Mr. Rich. Perhaps you could help me with it?"

Filthy Rich accepted the list and, a little to Starscream's surprise, didn't squint or turn the page or anything. "Dry oats? Breakfast cereal in bulk? Cat food? And nothing else? That's going to be a bit monotonous," he said conversationally. "Not to mention unhealthy."

"Well, there are ten of us, and we're on a budget," Starscream pointed out. "I don't suppose you could get us a... discounted bulk rate?"

"Hm..." Filthy Rich looked at the list again. "You really do need some variety. You can get fresh fruits and vegetables at the farmer's market. Carrots, potatoes, berries, apples, peaches, fresh alfalfa, stuff like that. They're open Tuesdays, Thursdays and Saturdays"

"Sending business to your competitors?" Starscream asked.

"Why not? I'm also their biggest customer!" Filthy Rich laughed. "Half of every harvest any farmer around here has ends up on a train bound for the Canterlot distribution center, and from there to each of my other stores! But most of it gets there in cans or jars. Fresh is better when you can get it." He tapped the list again and continued, "But for the rest of this... well, it's mostly bulk goods. I could arrange a weekly delivery service. The guardhouse is only three blocks away, so I won't add a delivery charge. But..." His eyes narrowed as he looked at Starscream again. "I just realized something. All of this can be eaten cold. None of you cook, do you?"

Starscream had cooked a great many things- chemicals, explosives, lubricants, refined fuels. But he'd never associated that verb with organic food before. "Should we?" he asked innocently.

"That's what I thought," Filthy Rich said. "And the guardhouse probably still has a wood stove. Not good for beginners. Well, I'll tell you what." The older pony smiled at Starscream. "I've got a cheap but serviceable electric oven taking up showroom space, and we're also having a clearance sale on box dinners. It'll give you a simple place to start learning. We can get that delivered today once we start a simple line of credit for the guardhouse."

Starscream's eyes widened. "That's most kind of you, Mr. Rich," he said.

"Please," the earth pony said, "call me Filthy."

Starscream's poker face had weaknesses, and suppressing the desire to laugh was one of them. He did manage to not laugh out loud, but when he said, "If it's all the same to you, Mr. Rich, I'd rather not," the words bobbled out of lips struggling not to stretch into a wicked grin.

Filthy Rich rolled his eyes. "If I had a bit for every time I've heard that," he muttered. "Let's got to my office and work out the details."


Thundercracker and Skywarp soared high above Ponyville, watching the ponies going about their daily lives far below.
"Hey, Thundercracker," Skywarp said, "see that fruit cart over there? Five bits says I can bullseye that with a rock from here, first try."

"By the Allspark, Skywarp," Thundercracker groaned, "how many times have I gotta remind you- Megatron said no trouble." How many times had Skywarp suggested something like this? Seven? Eight? He'd lost track. He hadn't been able to spot a food store or anything like that without Skywarp making some suggestion about how to destroy it from the air.

"Eh, you always were a stick-in-the-mud," Skywarp muttered.

"Only when one of your stupid pranks lands me there," Thundercracker muttered. "I want to maintain a mud-free lifestyle. And so does Megatron. So quit looking for mischief and try to find some kind of work that involves flying, why don't you?"

"Myah nyah neer nad involves flying neer nee ner," Skywarp mocked under his breath. Then, after a moment, he said, "Why don't we ask those flyers over there? There's a whole lot of 'em."

Thundercracker followed Skywarp's pointing hoof to see about half a dozen pegasi, led by a blue pegasus with rainbow hair. They appeared to be corralling a blanket of clouds and moving it across Ponyville, cutting off the Seekers' view of the town below.

Thundercracker grinned. "Hey, do you know what? Remember those tricks I was trying out with clouds? This is what they're for." He waved his own hoof at the weather ponies. "That's this planet's version of weather control."

"Really?" Skywarp watched for a moment, then sneered. "Lotsa planets try that. Never works right, does it?"

"Every other planet that does it uses machines and computers," Thundercracker said. "These guys are doing it by hand... I mean hoof... wing... you know what I mean."

"Huh." Skywarp stopped sneering and watched a little while longer. "Looks like a lotta work, if you ask me,"

"Yeah, but it's work we can do while flying," Thundercracker said. "Beats getting tied to the ground like an Autobot, doesn't it?"

"You got a point there," Skywarp admitted.

A gray pegasus with a flat-top mane split off from the working group and flew over to the two hovering Deceptiponies. "Hey, guys?" he asked. "Scheduled rain's about to start, and you're kinda in the way. So if you don't mind?"

"Actually, buddy," Thundercracker said, "we were wondering if you guys had any job openings. We just got into town, and we're interested in this making weather stuff."

"Really?" the gray pony asked. "You're not from Cloudsdale? If you were from Cloudsdale you'd have had weather control in school or flight camp. And I know you're not from here in Ponyville."

"Of course we're not from Ponyville!" Skywarp snapped. "We're from Cyuurgh!"

Thundercracker withdrew his elbow from Skywarp's ribs and said, "We're from a long, long way out of Equestria. Place we're from, you never heard of it. And they didn't teach us about working with weather back home."

"S'right," Skywarp grunted, rubbing his barrel. "Nothin'." Under his breath he added, "''Cracker, I'm gonna get you for that."

"Huh." The gray pegasus rubbed his jaw. "Well, we're always short-hoofed when it's rain time, but it's really a part-time job. Unless you're willing to help cover the district and not just the town."

"How's the pay?" Thundercracker asked.

"For a rookie? Pretty low," the other pony admitted. "But pass your exam and you get certified, and then you make a decent living even part-time. Most Cloudsdale ponies have the test in school, so they go straight into management." He pointed at the blue pegasus among the rest of the workers, who appeared to be looking back at them. "Case in point, our leader, Rainbow Dash. She dropped out of school and still aced all the tests, so she's the boss." Raising a hoof to his lips, he added, "'Course, she spends most of her time taking naps or flying into-"

"HEY, THUNDERLANE!" a rough feminine voice shouted from the work crew. "ARE THOSE GUYS LEAVING TODAY OR WHAT?"

Thunderlane shot the Deceptiponies an apologetic look.

"Thunderlane, huh? My name's Thundercracker." The white-and-blue pegasus extended a hoof to shake, realizing a moment later that there was no hand on the end of it.

Thunderlane, not noticing the hesitation, touched the bottom of his hoof to Thundercrackers. The ex-bot felt a brief sensation of grip as the two legs pumped up and down in unison; then it released. "Nice to meet you," the grey pony said. "Name like that, your family probably thought you'd be a natural with weather."

"Name's Skywarp," the violet pegasus muttered, not offering a hoof. After a moment he managed a very unconvincing smile.

"Uh... huh." Thunderlane nodded, then turned his attention back to Thundercracker. "Look, the weather office is on the second floor of town hall. You can get a job application there. Rainbow Dash will have to interview you, but you'll probably get in."

"THUNDERLANE!!"

"But not right now," Thunderlane continued. "Look, you really should either fly somewhere else or get inside. There's not supposed to be any lightning in these clouds, but there's always such a thing as accidents."

"Yeah," Skywarp muttered, giving Thundercracker a glare. "Accidents."

Thundercracker glared back at Skywarp for a moment, then said to Thunderlane, "Thanks for the tip, buddy. We'll be in touch. I guarantee it." He reached a foreleg around Skywarp's elbow and said, "Let's get back to the guardhouse for lunch."

"That's two I owe you," Skywarp muttered as he let Thundercracker lead him down and through the clouds. (Plunging through the clouds took a surprising effort; to Thundercracker it felt like swimming instead of flying.) "One for the poke to the chassis, and one for gettin' me a slaggin' job."

"You've never needed a reason to get anybody back," Thundercracker replied. "If we're keeping count, you owe me for about seven million pranks and friendly-fire incidents."

"It don't count if it's for fun," Skywarp said.

"Anyway, you ought to be thanking me," Thundercracker replied. "Yeah, I maybe got you a job, if they accept us. But that means we won't be in trouble when Megatron gets back from patrol."

Skywarp's scowl lessened considerably, but not completely. "Maybe. You know how Megatron is."

"And also, you've got an excuse to get away from Starscream for eight hours a day," Thundercracker added. "And I know I'm looking forward to that."


"Have you seen my father? Filthy Rich?"

Starscream, sitting on a chair in Filthy Rich's office in the back of Barnyard Bargains, looked down at the filly who'd invaded his space. Her mane had a bit of wave to it, accentuating the white band that ran through the otherwise violet hair. A little wire tiara perched on the very top of the hairdo, shining uncut gemstones fixed to the points. She looked at him as if she owned the place. "And who are you?" he asked.

"I'm Diamond Tiara," the filly said. "My daddy owns this place. He's the richest pony in town. Where is he?"

"He said he had to telegraph Canterlot to verify my credit references," Starscream replied. "Why do you ask? He's a very busy being, after all. I'm sure he doesn't have time for..." He fumbled for a word, finally coming up with, "juveniles."

"Daddy always has time for me!" Diamond Tiara insisted. "I'm his precious little jewel! He told me that just the other day, and that's how I got my cutie mark!" She turned her body to the side and thrust up her rump so Starscream could see the mirror image of her tiara in the fur on her flank.

"Well, you're not my precious little anything," Starscream snapped. "So why don't you go home and wait for your father there, and quit bothering me?"

"You ought not to talk to me like that," Diamond Tiara replied. "When Daddy retires I'm going to run this place. And you'll be dealing with me."

Primus hear my plea, and let us not be stuck here that long. "You? Running a business?" he scoffed. "What possible qualifications do you have for running a business."

"Well," Diamond Tiara said, "I'm very good at getting ponies to do what I want."

"That's laughable!" Starscream said, and laughed to demonstrate. "What kind of weak-witted fool would possibly take orders from a juvenile?"


Soundwave squinted as the rain clouds began to float away, revealing the bright early afternoon sun above them. The brighter light brought an unfortunate trade-off to his new body's defective, nearsighted eyes: brighter light made it easier to make sense of the blurred shapes and colors around him, but it also brought intense pain.

Despite the pain, the change in weather overall made it easier for him to navigate the now-muddy streets of Ponyville. The loud hissing of the rainfall rendered his new echolocation sense useless, and the odd twinges and tingles he registered through his horn didn't help with avoiding fruit carts, rain puddles, and juvenile ponies.

The smell of flowers caught his attention and guided his steps. He'd worked his way slowly through the town in search of a source of electronic hardware, and between his search and the hour lost to the rain he'd skipped lunch. Now the smell of fresh greenery and sweet pollen made his new, strange organic body react, associating these smells with food and reminding Soundwave of the need to maintain energy levels.

The source of the smell became apparent before long: a blurry storefront surrounded with even more bright colors than average, with three especially bright-colored ponies moving around the other blurs. Soundwave made his way carefully over, listening closely as the three ponies, all apparently female, chattered to one another.

"Roseluck, this tray's a little waterlogged. Should we swap out for a fresh one from the greenhouse?"

"That's the last of our zinthias, Daisy. If we pull them back we won't have any where shoppers can find them."

"Maybe we could bring out the bougainvillea starters."

"I don't think so, Lily. Those are always a hard sell. Nobody in town has enough yard for a proper bougainvillea display. And they don't like being potted."

"Well, we certainly won't sell them if they spend- ooooh, my..."

Soundwave had quietly and carefully walked up as close as he dared to the pots and planters. He could tell there was barely a ponywidth between the rows of displays, but he couldn't quite tell where those gaps were... and, based on his blurred observations, his new body was an unusually large pony, second only to Megatron in his limited experience. And compared to the normal-sized female ponies before him... well, he didn't exactly tower over them, but the size difference could still intimidate- and obviously did.

"C-c-can I help you?" the pony addressed as Daisy asked. Soundwave saw her as a pink blur topped by a light green blur.

"Assistance requested," he replied in his strangely resonant monotone. "Information sought: location of electronic equipment. Where-"

"Its voice!!" Daisy shrieked, flinching away from him. "That's not natural! It's a robot! A robot of some kind!"

"A robot in disguise!" Roseluck agreed- a pale blur topped with mutiple shades of red. "Look at its eyes! That's not natural!"

"The horror! The HORROR!" Lily screamed. The pink and yellow blur jumped and bounded towards the shop, colliding with the two other blurs, who fell into a heap among the multicolored blurs of the floral displays.

Soundwave didn't flinch. This wasn't the first reaction of this kind he'd encountered that day, but it was certainly the most dramatic. Obviously he wasn't going to find help here.

As he began to step away, he felt something brush against a forehoof. Using the magic he'd been practicing in the privacy of the guardhouse, he lifted up the thing close enough for his eyes to focus- which meant practically on top of his muzzle. It was a ceramic pot full of dirt, a small one, holding a single flowering plant. The stalk of its lone flower was broken, causing the flower to droop.

Soundwave focused more closely on the flower itself. He couldn't see clearly beyond a few centimeters in front of him, but up close his new eyes saw spectacularly well. He traced the veins, noticed the microscopic stomata under the sepals. He noted the swirling, mathematically beautiful but organically imprecise rows of petals, detected the tiny flaws of color which a normal pony eye would have registered as a solid, unbroken shade. It smelled acceptably, though the scent did not seem to Soundwave to match what his body regarded as edible.

All in all, it was no different from the thousands upon thousands of plants, flowering or otherwise, he'd trod underfoot without a thought on Earth. To him it wasn't beautiful- Soundwave had no use for beauty, at least of the visual kind. But it felt good to have a datapoint that added to the parallels between this newfound pony society and that of the fleshling humans of Earth.

And more to the immediate point, the broken flower provided an opportunity for a second chance with these ponies. Megatron, after all, had ordered the Decepticons to stay out of trouble for now. If word got out that Soundwave had panicked three ponies unnecessarily, trouble would certainly follow. But if he could end the encounter on a positive note, trouble would be averted... or, at least, reduced in amplitude.

He levitated the potted plant away from his face, in the vague direction of the blurry ponies. "I have damaged this," he said. "Restitution necessary: how much?"

"T-t-take it," Lilly quavered. "J-just don't hurt us."

Soundwave was almost tempted. As a Decepticon taking whatever he wanted had been standard procedure and habit. But his personal desires had always been for data and experience, not for physical things. The plant was only useful as a means of defusing the situation. "Negative," he droned. "Stealing is wrong; vandalism like-"

"Hey, girls!!" A new blur, this one pink with more pink and a bit extra pink besides, appeared suddenly between Soundwave and the three florists. Soundwave almost dropped the flower pot from his magic; he had not detected any hint of this pony before she appeared. Nor had there been the sensation of teleportation like he felt when Skywarp teleported, or during the confrontation between Nightmare Moon and the student pony... Twilight Sparkle, that was the name.

"Sorry to drop this on you at the last minute, but I'm pitching a surprise party for Twilight in about twenty minutes! Can you three make it over to the library tree by then?"

But now that the new pink blur was here, Soundwave did pick up some magical traces from his horn... and even though all such sensations were most peculiar to him, these felt like a higher quantum state of peculiar. And he'd felt them once before... during the fall of Nightmare Moon. This was one of Twilight Sparkle's followers. Now what was the name...?

"Pinkie! Run away! It's a robot pony!"

"A pony robot!"

"A robot disguised as a pony!"

"A pony disguised as a robot? Where?" The new blur- Pinkie, apparently- went into a complicated movement that Soundwave's weak eyes couldn't even begin to make out. "I don't see any! Just this pony who I've never met before standing right-"

There followed a loud intake of air that Soundwave would have sworn on the Allspark surpassed the lung capacity of any terrestrial organic life form of that size.

And then Pinkie resumed talking at what Soundwave estimated at 1.7 times her prior rate of data transfer. "You're one of the new ponies Princess Celestia had moved into the old guardhouse! Which is really a good thing because somepony needed to fix the place up, I mean nopony's lived there since I came to Ponyville and that was YEARS ago, but I still need to throw you all a Welcome to Ponyville Party! Or should that be a Welcome Ponies Disguised as Robots Disguised as Ponies to Ponyville Please Don't Invade Us Party?"

There came a brief pause, which Soundwave spent pondering if he should even attempt to answer that question. He couldn't decide if this Pinkie was either somewhat dim or extraordinarily perceptive.

Then the moment passed, and Pinkie resumed. "Now I don't want you and your friends to think I've forgotten you, but I'm just an eensy bit busy right now, working on something I want to do purely because Twilight Sparkle is my friend and for no ulterior motives whatever!"

Soundwave noted that, changed body or not, his ability to recognize when someone else was lying hadn't been in the least impaired.

"But I am in kind of a hurry, so I'll get back to you about the party, okay? And there'll be cake and games and everything! But I need to borrow the girls here for a while, if that's okay?"

Words failed Soundwave. This, he felt, was probably just as well, considering the effect his unique voice seemed to have on others. He silently waved the broken flower in the air with his magic.

"Oh! You want to buy that? Well, why didn't you say so?"

"We said he could have it! But he won't leave! He said something about not being a thief, but-"

"Oh! Well, that's honest of him! I wonder if he's met Applejack? Honest ponies should get along really well! There's nothing the world needs more than honest ponies, except maybe chocolate and vanilla and strawberries and..."

Soundwave, perpetrator of millions of lies great and small in his service to Megatron and for his own advantage over his long mechanical life, found himself agreeing with Pinkie. More honest people made his job easier. The human saying that you couldn't cheat an honest man had, in his opinion, no basis in fact. And yet he did feel a little bit guilty contemplating such a completely defenseless target...

"Oh, right! I'm short on time! If he wants to pay you, why not let him?"

"All- all right. It's two bits."

"Nuh-uh! It clearly says seven bits on the underside of the pot! See?"

Soundwave drew the pot closer. He hadn't thought to look there. Verifying the price, he levitated up the pouch of bits Starscream had doled out and counted seven of the twenty gold coins out, dropping them in front of the tangled blur of fallen ponies. Bringing out each word slowly and with the greatest of care, he said, "Thank you; I am sorry I damaged your wares; unable to see where I was going."

"Huh?" Suddenly Pinkie's face came into sharp resolution, mostly because its owner was leaning on Soundwave's muzzle. Her blue eyes bored into Soundwave's milky whites. "Hmmm... something wrong with your eyes?" As suddenly as she'd lunged at him, she pulled away, becoming a vague pink blob again. "Quick! How many fingers am I holding up?" One bit of the blob stretched up above the rest.

"Pinkie..." Roseluck didn't sound terrified anymore. If anything, Soundwave thought she sounded like this was something that happened every day. "Pinkie, you haven't got fingers."

"Oh, yeah!" Pinkie said. "Guess we better get you to an expert!" Soundwave felt something scoot underneath him and lift him off his legs. "See you in fifteen minutes at the Golden Oak, girls!" Then Pinkie dashed off, and Soundwave on top of her, barely clinging on to the newly purchased plant with his magic.

The streets of Ponyville blurred past the two of them, an indistinguishable riot of color and movement in Soundwave's vision. He had just enough time to learn that his new body was capable of something he'd never experienced before in nine million years- motion sickness- when a jingling bell and a sharp decrease in the ambient light heralded the end of their trip. Soundwave's hooves hit the floor, and Pinkie-blur reached over a counter and rang a bell.

"Just a moment." A door opened, and another pony, a unicorn levitating something that smelled like a clipboard to Soundwave, came into the antechamber. "Oh, hello, Pinkie. Are those eyedrops working out for you?"

"Super-swell, Doc Clearly!" Pinkie said. "But I've got an optical emergency for ya! This pony needs some really strong glasses, like, stat! Oh, and don't worry about him! He seems a little scary, but he's really a total cuddle-bear, you know?"

Never, absolutely never, not in an infinite number of situations, had Soundwave ever heard himself referred to as in any way cuddly. Creepy, yes. Threatening, absolutely. Terrifying, on numerous occasions. Cuddle-bear? Well... cuddle-bear could be useful, if he had any idea how to maintain it in the absence of the blurry pink chatterbox.

"Yes, I can see he would be," the unicorn said doubtfully. "So, is this a special favor, Pinkie? Or am I getting paid for this one?"

"Oh, he's one of the new guard ponies," Pinkie said matter-of-factly. "Send your bill there. I'm sure Celestia will cover it! After all, health coverage is part of the guard package!"

Soundwave hadn't known that, and he filed that datum for the all-too-foreseeable moment when he'd need to silence Starscream's whining on the subject.

"Anyway, running late, gotta go. Thanks! Bye!" A ringing of bell, a clattering of wooden door, and Pinkie was gone.

"That girl," the unicorn doctor said, chuckling softly. "Anyway, nice to meet you. I'm Iris Cornea Clearly. My friends call me I. C." The doctor leaned a bit closer to Soundwave's face, and her face came into focus enough to make out a pair of maroon eyes. "Tell me, have you at least got some sight? Can you focus at all?"

"Affirmative," Soundwave said. "At close proximity: vision excellent. Other ranges: focus impossible."

"Well, that's good news," Dr. Clearly said. "And tell me, do bright lights cause pain?"

"Affirmative."

"I'll just bet," the doctor said. "Well, let's get you examined, and we'll see what we can do about that."


Frenzy contemplated the plain, slightly rusty iron bars of the holding cell and the old, not particularly well-made stonework of the guardhouse. In the old days, before getting stuck in a weird organic body, he could have brought the whole mess down in about three seconds. Only two things stopped him from doing it again: first, he didn't know how to do it in his current pony body; second, he still remembered what had happened to him the last two times he'd partially destroyed Decepticon headquarters. Megatron and Shockwave had different methods of discouraging a bot from future transgressions, but both kinds of punishment stuck in the memory banks like a heat-warped PROM chip.

Of the two, Frenzy preferred getting punished by Megatron. You spent longer in the repair bay, but by the time you got out the boss bot had had time to cool off and remember why you were still useful to him. Shockwave, on the other hand, had punishment down to an equation, and he treated each lapse in judgment (yeah, let's call it that) as a permanent datapoint, never to be forgotten or forgiven. Bots who went too far down that road got their sparks stuck in detention and their bodies recycled for scrap.

Of course, standing around in a jail cell only five times your body length square was almost as bad as spark suspension, but you at least knew you were getting out at some point. But then again, hibernating inside a crypt that gave you just barely enough energy to sustain your spark was better than being wide awake, bored out of your calcium-compound organic skull, keeping your lips latched down the whole time.

Maybe I got Megatron madder than he looked, Frenzy thought. Usually you know when he's mad because he starts breaking things, beginning with the bot who got him mad. But this time he didn't break anything, so I thought he was just annoyed. But going another nine days in this box, silent, is gonna break ME!

The door leading into the tiny gaol opened, and two small ponies about Frenzy's size floated in, wrapped in an aura of yellow light. The first one, to Frenzy's surprise, was Rumble, his brother, saddlebags askew on his back, forelegs crossed and looking even sulkier than usual. The second one was all gray with wings- one of those pegasuses like the Seekers had become- with purple eyes the exact same shade as Rumble's fur.

Behind them came Megatron, horn aglow, red eyes glaring. The lock on Frenzy's cell door glowed yellow. A loud click later, the door swung open, and the two other foals floated in, only to be dropped with no ceremony onto the flagstone floor.

"By the laws of the kingdom of Equestria," Megatron growled, "you, young one, will remain here until I speak with your parents or other guardian. And you," he snarled a little louder, and Frenzy could almost feel lasers coming from the big boss's eyes as he glared at Rumble, "I will speak with you, and Soundwave, once my patrols are completed. Until then you can spend your time with Frenzy thinking about what you've done!" In a much lower growl he finished, "Do I make myself clear, Rumble?"

"Yes, sir!" Rumble and the gray pegasus said in the same breath.

The purple earth pony glared at the gray pegasus and said, "Hey, what's with you? He was talkin' to me!"

"No he wasn't!" the gray pony snapped. "He said my name, so he obviously-"

"DON'T START THAT AGAIN!" Megatron roared, silencing the two of them.

Frenzy waved a hoof wildly at Megatron, pointing the other forehoof at his mouth and making closed-lipped grunting sounds.

"What is it now, Fr- oh." Megatron sighed, pulled himself together, and said, "Very well. You may speak-"

"WHEW, thanks, Mega-"

"-but NOT TO ME!"

The gaol door slammed behind the burly unicorn, leaving the three foals in their cage.

Frenzy got to his hooves and walked around his visitors. "Well, welcome home, Rumble," he said. "How'd you grind Megatron's gears this time?"

"Well, I-" "Your friend here-"

Both of the other ponies tried to speak at the same time.

"Hey, cut that out!" "Quit doing that!"

The responses, if anything, came even closer to being simultaneous than the first words.

"I'm not doing it, you're doing it!" "Me cut it out? YOU cut it out!"

"Why don't you make me?" "I'm not doing it, YOU are!"

As entertaining as this was to Frenzy, his curiosity chip, or whatever ponies had in its place, had a question he wanted answered before the kicking and biting began. "Hey, hey, WAAAAIT a minute!" He didn't quite push his way between the two- he wasn't that stupid, whatever Skywarp said- but he did get them to step back from each other.

Once he had their attention, he continued, "Let me just get this straight, okay?" He pointed a hoof at his brother. "Your name is Rumble."

"Well, yeah, of course my name is-"

"Yeah, yeah, shh," Frenzy hissed. He turned to point the same hoof at the gray pegasus. "And your name is Rumble."

"That's right," the pegasus said.

"Rumble..." Frenzy's hoof swung back towards his brother. "... and Rumble."

Purple earth pony and gray pegasus gave each other a look. "That's right," the pegasus said.

"And yer point is, brother?" the earth pony asked.

Frenzy and Skywarp despised each other, but they shared one trait: a truly vile, sadistic sense of humor. That same sense of humor told Frenzy that, after a day and a half of total boredom, the funniest thing in a million years had been brought to him for his private entertainment. He chuckled. He chuckled some more. The belly laughs followed, and then the high-pitched cutting giggles that sent him rolling on the floor and forced the other two foals to put their hooves over their ears.

After half a minute of this Rumble- his Rumble- shouted over the shrieks of laughter, "ALL RIGHT, CUT IT OUT! THIS IS SERIOUS!"

"THAT'S RIGHT!" Pegasus Rumble shouted. "THERE CAN'T BE TWO RUMBLES!" He jabbed a hoof at Decepticon Rumble and shouted, "HE'S GOTTA CHANGE HIS NAME!"

"WHAT??"

"I SAID YOU HAFETA CHANGE-"

"I HEARD YOU! AND WHY SHOULD I CHANGE? I BEEN RUMBLE A LOT LONGER THAN YOU HAVE!"

"NOT IN PONYVILLE YOU HAVEN'T!"

Frenzy managed to get control of himself at that point, sitting back up. "He's got a point, bro," he managed between chuckles. "Guess you might have to change your name. I got some suggestions."

"Now don't you start, Frenzy," Decepticon Rumble grumbled.

"Is your brother always like this?" Pegasus Rumble asked. "I feel like he loosened my teeth with that voice."

"Yeah, pretty much," Decepticon Rumble said. "But ya don't get ta pick yer brothers."

"My brother's much cooler." P-Rumble's face fell. "And he's gonna be so mad at me for getting into a stupid fight. And at Sugarcube Corner! The Cakes might not let me back in after this! And I didn't even get my cupcake!"

"Yeah, about that." D-Rumble reached back into his saddlebags and brought out a box. "I snagged these just as Megatron was haulin' us out the doors."

P-Rumble's eyes went wide. "You stole from Sugarcube Corner??"

"Hey, I woulda paid fair and square if I was given a chance!" D-Rumble said. "Only some pony kept tryin' ta grab my order insteada his own!"

"They were calling my name!!"

"Did you order half a dozen? No, you didn't! That was me!"

"But it was my name!!"

"Yeah, let it drop, all right?" D-Rumble waved a hoof at Frenzy. "Or else we'll get him started again."

Frenzy had both hooves over his muzzle to hold it in, so he had to admit his brother had a point. Besides, he liked the smell coming out of that box. Once he was sure he had himself fully under control, he said, "So, you gonna share some of that with your best bud? 'Cause I'm getting pretty tired'a oats an' water."

"Well, yeah," D-Rumble said. "You know I got your back. That's why I got six insteada one. I was just tryin' ta figure out how to sneak 'em past Soundwave."

"Is that why you jumped me in Sugarcube Corner?" P-Rumble asked. "To smuggle in some cupcakes?"

D-Rumble's eyes widened. "Hey, yeah," he said, "that woulda been a swell idea."

"Guys," Frenzy asked- almost begged. "Food, please?"

"All right, all right." D-Rumble flipped open the box, revealing six cupcakes of different flavors, icing somehow undamaged from having ridden roughly stuffed down a saddlebag.

"Can I have one, please?" P-Rumble asked. "I never got mine, after all. And you did throw the first punch."

"Tell ya what," D-Rumble said, hoofing the strawberry-iced cupcake to Frenzy. "You can have one if you promise to call me Rumble."

"Sure, I promise. No problem."

"All right, then." The chocolate one went to P-Rumble, while D-Rumble picked out a green one with a wedge of apple perched in the top of the icing.

"Not that it matters," P-Rumble continued, taking a nibble out of his cupcake. "I'm not the one who decides which of us is gonna be Rumble. Every pony in town is gonna call me Rumble and you Other Rumble. Because I was here first. And there's nothing I can do about that."

"What??" Rumble's jaw dropped as his anger, shock, and disappointment fought a battle for control of the tactical high ground of his face. Disappointment won, and he stared at his cupcake. "Aw, why do I gotta be the Other Rumble?"
Frenzy started laughing again, so hard he barely kept himself from dropping his cupcake.


"All right, the refrigerator goes over here."

"Are you quite sure? Wouldn't it be better-"

"No, trust me. Right here. And we want the stove over here."

"But wouldn't it be more efficient to have it next to the sink?"

"No, because we need that space for the dishwasher, so we can hook it into the existing plumbing."

"Oh, yes. So obvious when you think about it," Starscream said.

"And we'll need to put the new stove next to the old one so we can reuse the exhaust vent." Diamond Tiara looked over at the cart ponies who were carrying the new appliances into the guardhouse kitchen, plus the three boxes of new pots, pans, plates, glasses, and the set of left-taloned griffon fondue forks that had been gathering dust on the Barnyard Bargains shelf since before she was born. "Isn't that right, Harness?"

"Right you are, miss," the lead cart pony said. "We should have it all done in about an hour. No charge, of course."

"Excellent," Starscream said, smiling a wicked smile. "I'm learning so much thanks to you! You're so intelligent for a juvenile!"

Diamond Tiara's back was turned to the multicolored pegasus, so he didn't see a smile even more wicked than his own on her face. "And you're so gullible for an adult," she muttered to herself.


Megatron looked through the window of the clock shop, noting the perfect coordination of each and every timepiece on display. Fifteen minutes, he thought. Fifteen minutes and my eight hours of official patrol duty, plus one hour for meals, is over for the day.

After his third day of patrolling the streets of Ponyville, Megatron had developed a wholehearted contempt for its citizens. These ponies, he thought, are weak. They have no concept of true danger. Fat, flabby organic creatures who live in idleness and blind ignorance of the true nature of the universe.

So why haven't they been conquered yet?

It seemed to Megatron that a handful of Decepticons- proper Cybertronian Decepticons, not the warped illusions he and his warriors had become- could take over the entire kingdom in one day. There were no fighters. There weren't even any old, retired soldiers. None of the ponies even thought about the need to fight. They were so safe and secure, they apparently assumed that this condition was the natural way of things.

And you couldn't say there was an army or government protecting them, now could you? The guardhouse Celestia had given the Decepticons had been unused for over ten years- in terms of the ephemeral pony lifespan, half a generation. The only sign of government in the town was a single mayor with no staff for a large village or small town of about a thousand ponies plus another two thousand or so in the farmlands nearby.

But something had to be protecting the ponies- something very powerful. For as sure as atomic decay, any population this innocent and defenseless would either attract a tyrant or brew one up from its depths.

He knew this better than anyone. He himself was a tyrant and unashamed of the fact, and here he was, trying to figure out if there really was nothing to stop him from declaring himself king or whatever.

But he'd seen tyranny from below, too- seen it, overthrown it, and replaced it with his more enlightened rule. And as infuriating as it was to him, he could see none of its signs here. There were no greater or lesser ponies, no corrupt senators or barons, no gladiators or slaves... just ponies, doing as they pleased, going where they pleased, enjoying a life entirely without fear so far as Megatron could tell.

And this makes no sense! he thought. There is always a tyrant! Always rulers and the ruled! Only blind optimists like, well, like Optimus Prime believe otherwise!

So... what am I missing?

"There she goes!"

"Wait for me, Twilight!"

"The Galloping Gala!!"

Megatron's hooves had taken him, almost on autopilot, to one of the stone bridges that crossed the small river that ran through Ponyville's eastern side. He heard a brief "Excuse us!" as a purple blur brushed past him...

... and only then did he notice the oncoming tide of roughly one-quarter the female population of the town at full charge towards him.

A single blast of his cannon-magic would stop the charge, and probably kill the front row of the mob in the process- no loss to Megatron's mind. Unfortunately, he'd spent every night reading the book of regulations for town guards of Equestria, throwing it against the wall an average of five times per hour when he ran into something unbearably foolish. And in no fewer than five different places the point had been driven home: guards were not permitted, under any circumstances whatever, to use lethal force against any creature, until and unless directly given permission by a princess of Equestria.

And even the nonlethal use of physical force required a ritual before a guard was permitted to proceed, despite the obvious criminal activity involved (riotous behavior, public endangerment, possibly harassment or wrongful imprisonment, he thought) and the immediate danger to life and property.

But he'd memorized the words anyway, because once he said them he was allowed to use reasonable force to subdue the wrongdoers and bring them to justice... and Megatron's definition of reasonable had incredible elasticity, depending on just how annoyed he was at the moment.

He stood in the middle of the bridge, raised his right forehoof, and shouted, "HALT! Halt in the name of Princess Celestia or, by her authority, I shall-"

Looking back much later on what happened next, Megatron began to understand why invaders might not have an easy time conquering the ponies. After all, he was at least twice the mass of any of the mares running in his direction, armored, and if he did say so himself, quite terrifying when angry. And, furthermore, he was standing on a bridge where not more than three ponies could cross at the same time even if he hadn't been there, which kept him reasonably safe from flank attack.

But almost as if choreographed, without breaking stride, a mob of ponies thirty wide condensed into a tightly packed flying column exactly three ponies wide, and two of the three lead mares charged through him without so much as lowering head or leading with a shoulder. The impact didn't merely drive him back or knock him down; it lifted him high into the air as if a shapedl charge had exploded at his hooves. He had (he guessed, long after the fact) between four and five seconds of hang time in the air before splashing down in the shallow river.

After the fact, he was impressed. In the moment, as he dragged himself to shore, shook a lily pad off one ear, and spat up some river water, he was ready to murder.

"I'm sorry, sir! Are you all right?"

Megatron spun round to find the source of the voice and, probably, end it forever. When he found it, huddled underneath one end of the bridge, he held his breath. It was Celestia's student, the librarian, her frightened and worried face poking out from under a hood. A little reptilian thing clung to her back.

Two facts put the dampers on Megatron's rage: first, that this particular pony was not one to be molested until and unless he had a plan to overthrow her teacher; and second, that as angry as he was with females in general at the moment, this particular female was likely the only one in town not responsible for dunking him in the river. Even so, the remaining anger limited his ability to speak to a single, barked "Yes!"

"I really didn't know they were going to do that!" the student- Twilight Sparkle, that was the name, yes- said as she cautiously crept out of the shadow of the bridge. "If there's anything I can-"

"She went that way!"

"Quick, after the ticket!"

The violet unicorn's eyes went wide. On her back, the reptile said in a juvenile male voice, "Whoops! Gotta go!"

As Twilight and her familiar galloped back over the bridge, Megatron drew himself up in front of the returning mob, which if anything had grown in size. "HALT!" he shouted, using his magic to erect a yellow wall of light in front of the crowd. "I COMMAND YOU TO-"

Again the charge didn't so much as slow down. Megatron's improvised force field shattered into shards of energy and vanished at first impact. A moment later Megatron himself was thrown to the ground and trampled underfoot by more mares than he could count.

Even with his guard's armor on, it hurt- seriously enough that the pain, for the moment, quenched the anger and replaced it with a peculiar, calm resignation.

And then, as the sun slid below the horizon and the moon popped up with impossible speed, a squawking voice echoed overhead: "Lord Megatron! There you are! At last I've found you! Laserbeak has found you! I have news, Lord Megatron, important news!"

Megatron had the opportunity to reflect on how nice it had been when his size and Laserbeak's had been proportioned so Laserbeak could perch on his shoulder. He much preferred it to having a pony-sized mass perching on his belly with sharp pointy claws.

"I have learned of a great event in the pony capital!" Laserbeak rattled on, not noticing the discomfort he was giving his master. "It is a thing called the Grand Galloping Gala! All the leaders of this country will be there! It will be a great opportunity to discover their weaknesses and begin plotting our conquest!"

"Will it?" Megatron asked. The griffon standing on him had something coming to him, but not until Megatron had whatever information was in that tiny brain.

"And the best part is, two tickets to the Gala are in this very town right now!" Laserbeak crowed. "Yesss! The student Twilight Sparkle has them! She-"

"I already know that," Megatron growled.

That stopped Laserbeak in mid-babble. "Oh. Forgive me, mighty Megatron. I was late with the news, I see. If only I could have found you sooner."

"Yes," Megatron nodded, regretting the motion as several bruises and the sore spots under his helmet protested. "But you did eventually find me."

Laserbeak smiled at this, and Megatron, under the rapidly rising tide of his renewed rage, wondered how a beak could smile. "Yes! I did my duty, master!"

"Yes," Megatron hissed, and then he bellowed, "And if you wish to survive to continue in those same duties, GET OFF OF ME!"

It wasn't all that far back to the guardhouse, but Megatron could only continue chasing Laserbeak for half the distance before he slowed to a hobbling walk.

Females, he thought (not for the first time), are all insane. And dangerous.

But if I had fifty such females in robot form, I could conquer every planet in the galaxy.

Perhaps these ponies are not so helpless as first I thought…


'"I must admit, Starscream," Buzzsaw said, scooping up another load of yellow stuff from the bowl onto his fondue fork, "these implements are most useful. The perfect thing for eating this... what did you say it was again?"

"Macaroni and cheese," Starscream mumbled, still staring at the long bill of sale that included the Six Easy Installments, No Payment Due For Two Months. "How did she do it? My entire salary for six months! To the last CENT!"

"Mmm," Skywarp grunted, muzzle buried in his own bowl. When he lifted it up, his dark fur was stained with the orange-yellow cheese sause in a ring around his nose. "Gimme more."

"I should like a second helping as well," Buzzsaw said. "I had a hungry day today, but I learned much. Wood carving is apparently a fine art among these ponies, and one for which I am uniquely skilled." His beak bent into a frown as he added, "Though there's no challenge to it when the medium you're carving isn't squirming away from you. Anyway," he continued, scooping the last of the macaroni from his bowl, "I spent my bits on a beginner's set of carving tools. I should be able to scavenge some wood from that forest outside of town, and then I'm sure I can create superior work to anything these plebians can produce."

"As for myself," Megatron grumbled, "I learned that, despite their weak and pathetic appearance, these ponies have surprising destructive potential." The spoon in his magic lifted a scoop of macaroni from his bowl. "And what did you all learn today?"

Ravage yawned loudly from his new cushion. None of the Decepticons knew where it had come from, and none of them cared much.

"I learned that an imbalance of cultural knowledge is a very dangerous thing," Starscream said, adding with a mumble, "To the very last cent."

"information acquired: repair and maintenance costs covered by the crown," Soundwave said. His magic adjusted the brand-new red plastic visor that crossed his face, completely concealing his eyes. The new glasses almost perfectly matched the appearance of his robot form's optics.

"We learned," Rumble said, looking at his and Frenzy's bread and water dinner, "that little guys got it rough all over. Even fleshling little guys."

"Skywarp and I learned about how to get a job," Thundercracker said.

"And Laserbeak learned to always know where Lord Megatron is in the future." The feathers around one of his eyes were significantly darker than on the other side of his face.

"A worthy lesson indeed," Megatron agreed. "I trust I can count on you all to keep learning things about this world. The more we learn, and the sooner we learn it..." His cruel smile was slightly marred by the cheese sauce on his lips. "... the sooner we can conquer it."

Author's Note:

Future chapters will generally be shorter, except when something major happens. I'm going to shoot for two chapters a week, depending on my current circumstances.