• Published 8th Dec 2012
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Transformers Prime: Ponies in Disguise - RavageXeno



Starscream is given a final chance by Megatron, and ends up in Equestria.

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Chapter 10

Tentatively, after several minutes of not experiencing an excruciating death, Starscream lifted his hooves off of his face.

“Shouldn’t we go and help him,” Rarity asked from further down the corridor, drawing Starscream’s attention to the group.

“I think he’s managing okay on his own, I say we should leave him be,” Arcee said, eyeing the creature warily. Noticing where she was looking, Starscream remembered why he was on the floor in the first place.

Looking up, the creature was still looking down at him. Well he guessed it was looking at him, as it didn’t seem to have any discernable eyes, as all he could see was the beginning of a long cylindrical domed head. It had closed it’s mouth and had now tilted it’s head in apparent puzzlement.

Placing his hooves at his sides, thinking that he wouldn’t be attacked he let out a sigh of relief. Which was interrupted by a loud hiss from the creature, as it lunged forward. Mouth open. It’s inner jaw shooting out towards him.

“Ahh!” Starscream cried, before rolling out of the way. Just missing the tongue that made a deep dent in the floor where his head was moments before. Spitting out pieces of stone, it then retracted the tongue and closed its mouth.

Raising up to it’s full height, by standing on it’s back legs, it towered over him and was nearly double his height. Looking up at the creature, Starscream slightly unfurled his wings, not that he thought that they would be much use to him.

Letting out a snarl-like hiss, it raised one of it’s taloned hands. In preparation to strike. Though it’s attention was momentarily taken from Starscream. Following it’s gaze, he looked towards the group of ponies behind him. Who still hadn’t helped him.

After a moment of confusion, he turned back to the creature. Which was now looking at the ceiling. Turning his head again, he just caught a glimpse of something running across the ceiling. Like a moving black shadow.

Before he could cry out a warning to the others, the shadow passed over them. Jumped off the ceiling. And collided with the creature. Sending them rolling further down the corridor.

Standing, Starscream saw that the creature was now on it’s back. With the new creature standing over it, hissing angrily. After a final angry snarl, the new comer let the creature up, and it promptly jumped onto the wall and curled up. Disappearing from Starscream’s view, he then realised how they must have walked past it.

However, the other creature didn’t go anywhere. Merely standing a few paces away from Starscream, on all four legs. And seemed to be the same species as the other creature, as they shared their design and dark blue/black colouration.

It had the same skeletal, biomechanical appearance and reminded Starscream more of humans than ponies. They seemed to be bipedal in form, but they also seemed perfectly fine adopting a quadrupedal stance. Out of their backs were four strange tubes - almost like dorsal tubes, and they both had thick, segmented, blade-tipped tails.

They both had a long cylindrical domed heads, but whereas the first one had a completely smooth head. This one had a strange ridged pattern that started part way along. Also this one had a large number six branded onto the front of it’s head.

Hearing somepony walking up behind him, Starscream turned to see Fluttershy walking towards him and the creature. Ignoring the cries of protest from her friends, she walked closer to the creature.

“Hello Six,” Fluttershy said, as she reached the creature. “Thankyou for saving Starscream. We’re very grateful.”

Six only looked at her, before walking towards the other ponies. Who promptly parted to the sides of the corridor to let it pass. Fluttershy followed it, until she noticed that her friends were not.

“She wants us to follow,” Fluttershy said. “She is going to lead us to Haunt and Nightshade,” she continued, which was followed by a series of beeps from Bumblebee.

“Bee’s right, what if it’s leading us into a trap?” Arcee said, looking at the others for her answer.

“Fluttershy can talk to animals, and I’m guessing this creature,” Twilight said, as she began to follow her friend. “I’m sure she knows what she’s doing.”

Grudgingly, Arcee and Bumblebee followed the group, and they were silent as they walked through the winding maze of corridors. Laserbeak, flew onto Starscream’s open wing. Pecking him on the ear when he didn’t acknowledge him.

Turning his head to the phoenix, he stroked his chest with a hoof before returning to his thoughts. They seemed to be walking for ages, and multiple times they were led down a ramp or set of stairs. Making Starscream think that they were getting close to the heart of the pyramid.

Eventually, weird green lights were replaced with silver fixtures, which gave out a slightly brighter, but still strange golden light. Shortly after this change, the corridor opened out into a large chamber which was slightly shorter in length to Celestia’s throne room, but was also much wider.

Unlike the corridors, the walls of the chamber weren’t covered in the strange webbing, but in the intricate patterns like those on the outside of the pyramid. Spanning the length of the wall to his left was a mural, - which Starscream decided he wouldn’t touch - that depicted what seemed to be a war between the creatures and a strange bipedal race, which seemed to always wear a mask.

The wall to his right presumably depicted a similar mural, but it was ravaged by time. And seemingly the creatures as well, going by the large number of claw marks along it. The back wall merely seemed to have a bunch of horizontal lines running across it, but the strange lighting wasn’t helping Starscream’s vision much.

Dotted around the room were a small square holes, almost like air vents. He had seen them dotted around the corridors they had walked through (well he thought he had due to the low light), but he couldn’t tell what they were for. He had also kept getting the sense that he was being watched, but he hadn’t seen any more of the creatures.

In the centre of the room was a large pedestal, with a statue atop it (much like the statues in the Canterlot Gardens, but Starscream had never been so wouldn’t notice the similarity). The statue looked like one of the creatures, only one much, much larger. As it was over triple their size, but still didn’t manage to reach the ceiling that was high above them.

Unlike the others, the statue had a large crest on it’s head, extending backwards from it’s skull. Towards it’s larger set of tubes on it’s back, which looked more like spikes than tubes. Though the statue had six of them instead of the usual four, and an extra pair of arms, which were slightly smaller than the original pair and sat on it’s chest.

The statue looked like the creature was frozen mid battle. It was stood on it’s back legs, with one of it’s hands partially raised for an attack. Whilst it’s tail was curved around the front of it’s legs, in either an attempt at defence, or in preparation to knock someone away.

It’s mouth was open in a snarl, as it looked down on it’s would be prey.

The statue seemed to radiate a sense of royalty, emphasised by Six inclining her head towards it as she moved past.

In front of the statue was a much smaller pedestal, which gave out a dark purple light. But before Starscream could get a good look at it, he ran into the back of Arcee.

“What the...” he said as he stood back up. Looking ahead he noticed that Fluttershy had stopped following Six, so the others had followed her example, and they were now stood next to the statue. Fluttershy was presumably acting under instructions from Six, who was now walking up the wall ahead of them. Which, now that they were closer, Starscream realised were stairs. That led to a raised platform, like the ones in the other throne rooms, but this one was much higher than those.

Realising where he was standing, he glanced up at the statue that was on his right. Gulping, he took a few steps away from it.

“Fluttershy, what are we doing?” Twilight asked, looking around the room before her gaze fell on her friend.

“Six said we should wait here,” Fluttershy said, turning to her friend.

“But we said you should wait outside,” Haunt said, as she appeared over the top of the stairs. A stern expression on her face, which was soon replaced by a smile when she saw that they had made it there in one piece.

“But isn’t it better to ask forgiveness than permission?” Pinkie said, tapping her hoof on her head. “Or is it, isn’t it better to ask for cupcakes than potatoes?”

“Now that, is a good question,” said a voice that came from over behind Haunt. Beckoning with her hoof for them to follow her, Haunt started walking towards the voice. And the group quickly followed her.

Reaching the top of the stairs, they saw that the platform stretched for nearly half the length of the room again, though it could have been longer, as the back wall of it was shrouded in darkness. The walls to the sides mirrored the other walls in the chamber, though they depicted different scenes.

Haunt had now moved to go and stand next to Nightshade, who was about halfway along the platform. A few paces behind them, in the centre of the platform was a structure, which resembled a weird-looking throne. It was made out of a dark blue metal, which seemed to absorb light instead of reflecting it.

The structure started on the ground as a large square, which decreased in size as it curved upwards. On the front side there was three steps, made out of the red tinged flames that also decorated the other three sides, which continued up past where the front and middle stopped. Creating the seat of the throne.

The two sides continued for a bit, then stopped, creating the arms of the throne. The back of the throne curved in strange shapes, with strands of red that flickered across it leaving the impression of a dancing flame in the darkness, instead of a throne. It hurt Starscreams eyes to look at it for too long.

Averting his gaze, he instead looked at the pony who was sat in it. Though he wasn’t sure if it could be classed as a pony. It had the basic body of a pony, which had a dark blue/green coat, and it looked female. But after that, things seemed to get less than normal.

She had a normal snout like a normal pony, but above that was the domed head and a smaller crest than the statue possesed. Which replaced the top half of her face. Protruding out of her back were the same four tubes that Six had, and a segmented, blade-tipped tail was curled around her. Which reminded Starscream of Rarity’s cat, Opal-somethingorother.

On both of her forelegs there was a dark grey wrist gauntlet, that contained weird symbols on it’s outer casing, and a number of small red lights. Sticking out of each gauntlet were two silver spikes, that ran from the bottom of the gauntlet to the tip of each hoof.

“Ponies, may I introduce Xena Rose,” Haunt said, looking at the ponies who had shuffled themselves into a line at the top of the stairs. “Ruler of - and in technicality princess of - the xenomorphs.”

“Don’t even think about bowing,” Xena Rose said, nearly making Twilight fall in an attempt to stop the movement. “Haunt, you know I don’t like being called that.”

“Why wouldn’t you want to be called princess?” Rarity asked.

“A xenomorph princess is unnatural,” Xena Rose said. “It- I, shouldn’t exist. Hives are designed to be ruled by a Queen. But... due to stressed circumstances, ours is currently indisposed.”

“Indisposed?” said the group.

“You just walked past her,” Xena Rose said, which was responded by the group turning and looking at the statue.

“How...?” the group asked, turning back towards Xena Rose.

“It’s a long story, and not, the reason you are here,” Xena Rose said, and it was quite unnerving to Starscream that the only part of her body that she moved when she spoke was her mouth, which revealed sharp teeth with each word. He didn’t even think she could see them, as her face was angled to the ground, and there was also the fact that she didn’t have eyes. “You came to check on the Requiem Void.”

“What,” Twilight asked. “Oh, is that the name of the device we came to look at? Where is it?” she continued, whilst casually looking around the platform for the device in question. But looking confused when she couldn’t see it.

“You just walked past that as well,” Xena Rose said.

“Oh,” she replied, before turning with the others to look at the device.

“Right if you excusse me, I’m going to go check on the chariot,” Nightshade said, as she waved at the ponies and made her way out of the room.

“Won’t she get lost?” Rainbow asked, her attention distracted from the Requiem Void, which she didn’t seem to be paying much attention to anyway.

“Don’t worry Rainbow, she’ll be okay,” Haunt said.

“It looks like the matrix of leadership,” Arcee said, before the ponies asked her what that was. Starscream didn’t listen to the conversation after that. He just concentrated on the object on the pedestal in front of the statue.

Arcee was right, it did look like the matrix of leadership. Or, more correctly, the matrix of leadership if it belonged to a Decepticon. Or the Prime who became the original Decepticon.

It was the same design as the matrix of leadership, of a central sphere surrounded by two handles that connected to it at the top and bottom of the sphere. However the crystal inside the Requiem Void was a dark purple, instead of light blue like the crystal in the matrix of leadership.

The sphere itself was a dull black colour, with orange zig-zags running from the centre - where the crystal was - to the circumference. The handles were of the same dull black colour, but at each of the four corners were four spinning balls of presumably molten metal, which as they spun looked like mini globes of fire.

“Right we’ve seen it lets go,” Starscream said, once all the group had turned back around.

“But we can’t leave now. These xenomorphs are soo cute, especially Grid,” Fluttershy, which drew everyone’s attention to her. She was off to the side of the group, curled up with a xenomorph who had a bright green grid pattern on his head.

“We do need to leave, but we can wait a few minutes and we can still get back in time,” Haunt said, smiling a Fluttershy.

*Hmmf* was Starscream's response as he sat down. Some of the group followed his example, but others - mainly Rainbow and Twilight - decided to have a look around the room.

“If you're so pressed for time, how come you brought everyone?”" Xena Rose asked.

“I came to check on the Requiem Void, and they needed to see this,” Haunt said.

“No, you wanted to show off. To have an excuse to use your chariot,” Xena Rose said, making Haunt become really interested in the floor.

“It's got that bad huh?” Xena Rose continued when she didn't get an answer. “So bad that you came crawling to me for help.”

“She's building an army, and we don't have the forces to fight her,” Haunt said, after finally finding her voice.

“Why don't you ask Celestia for reinforcements?”

“Me and Scar can handle this without outside help. And I fear there isn't enough time to contact her anyway.”

“Why?”

“She's already set her plan in motion. And even decided on where she will fight.”

“How do you know that?”

“She placed a sign there,” Haunt said, still looking at the floor but sweeping her hoof over it.

“Well..?” she asked after a few moments.

“You know I don’t want to risk losing them again,” Xena Rose replied.

“But if she wins, sh-” Haunt said, before she was interrupted a loud hiss like snarl.

Haunt looked up from the ground and Starscream followed her gaze to Xena Rose, who was still sat on her throne, but her tail was arched menacingly towards them.

“But. I am bored of sitting here doing nothing,” she continued as she sat back down. “So I am coming with you.”

“Great,” Haunt said.

“But this doesn’t mean that my Xenos will help you in battle, I will send for them if the need arises,” Xena Rose said, as she stood up and stepped down from her seat. As she took a step forward, she began to change. The crest on her head shrunk into her head before disappearing altogether, to be replaced with a black mane that had bright green streaks in it. And green eyes emerged as the front of the domed head similarly disappeared. The tubes on her back also shrunk, leaving no sign of their existence.

Starscream hadn’t noticed whilst she was sat down, but she didn’t have a cutie mark. Though one now appeared - of a black snake like creature with small arms loosely coiled around itself - on her now lighter turquoise coat. Raising up on her back legs by using her xenomorph tail for balance, she stretched and gave out a loud yawn.

“Right, lets go,” Xena Rose said, as Six came around the side of her throne and passed her a small brown saddlebag, which she swiftly put on after nodding thanks. “Six, you’re in charge. And this time, don’t let Steve guard the entrance, I don’t want any blood on the carpet when I get back.”

Smiling slightly at her morbid humor, she walked off the platform. As she walked, the rest of the group followed her, along with Grid, who walked next to Fluttershy. Though he didn’t leave the chamber with them.

Taking an apparently random route, they ended up in the entrance corridor much quicker than they had done before. Gratefully, everypony almost ran out of the corridor when they caught sight of sunlight. Though Xena Rose stood for a few moments on the precipice of the doorway. Before finally joining the others outside.

Whilst the others were excitedly chatting to each other as they waited for the chariot to arrive, Starscream looked around the clearing. To him, it looked strangely empty, though it hadn’t exactly been full before, it felt like something was missing. A sentiment seemingly shared by Haunt and Xena Rose, who both had a quizzical look on their faces.

“So, how long till the chariot gets here?” Rainbow asked, lounging in the air with her hooves behind her head.

“It was never supposed to leave,” Haunt said, almost distractedly as she walked around the area the chariot was. Before looking up.

Following her gaze, Starscream thought she was looking at the sun. Which was now significantly lower than it was before. Though a few moments later, he could hear a distant weird buzzing sound, accompanied by the distant sound of beating wings. A few moments later Nightshade and Pitch flew into the clearing.

“Where’s the chariot?” Rainbow asked as the group gathered round the newcomers.

“Not far, I think. We tracked it for about a mile, then the foresst openss out into a rocky plain,” Nightshade said. “I thought it would be best to fetch you before it getss dark.”

“Right, come on. We need to get out of the forest before it gets dark,” Haunt said, walking towards the edge of the clearing. “Which way?”

“North east,” Nightshade said.

“Wait. You can’t possibly mean that we’re going to walk?” Rarity said, not following Haunt. “But you said the forest was dangerous.”

“Well it’s only going to get worse the longer we wait,” Haunt replied. “Or do you want to stay all night in the pyramid.”

“I can tell my Xenos to not harm you, but I find it best to keep them away from temptation,” Xena Rose said. “And also, we don’t have any accommodation setup for ponies. So I believe you’ll be sleeping on the floor.”

“I think I need a break from this dreary forest, lets leave,” Rarity said, walking quickly to catch up with the group and exit the clearing.


Everything looked the same. Starscream felt like he had walked the same stretch of forest a million times. The thick foliage blocked out the light. Leaving the ponies in a greenish twilight, and with no sense of the time.

Either Rainbow or Nightshade would keep flying up to the top of the canopy, to check they were going the right way. Starscream had thought about attempting to help. But with his history of flying, he would probably cause more trouble.

And he definitely didn’t want to run into one of the creatures that Haunt had talked about. He had heard them from time to time. And they didn’t sound friendly. They sounded like they could eat a failure like him in one bite.

You’re not a failure, said a strange voice.

“What?” Starscream said, before being quickly shushed before he could attract any monsters. Looking around, Starscream could only see the trees, ponies and a fine mist that covered the ground.

You’re not a failure Starscream, the voice continued.

“Can anybody else hear voices?” Starscream asked much quieter than before, but he was still responded to by a harsh glare from Rainbow.

They can’t hear me, they are weak, the voice continued. Slowing up slightly Starscream moved to the back of the group.

You are destined for great things. Things Megatron could never offer you. But I can, the voice continued, as the mist curled into weird shapes around his hooves.

Join me, and i will get you home. And into the pace of power you deserve.

“How?” Starscream asked, keeping his voice so quiet that he could only just make out what he was saying.

You will know when the time is right, the voice concluded. At the same time a small bug, similar to the one in the chariot, landed on his wing. Repressing the urge to let out a - probably girlish - scream, he watched as it nodded at him then hid under his wing.

Not long after, the trees started to thin, before suddenly opening out onto a flat grassy plain, that was dotted with numerous boulders. A good distance to their left there was a large ridge, signaling where the plain fell away to a much more rocky plateau below. On the horizon, they could just make out the columns of smoke coming from the city.

Looking to their right, Starscream could see the glint of the chariot not too far away. Hearing the ponies around him exclaim about being out of the forest, he turned back towards them. Though he was puzzled why Fluttershy was frowning. Following her gaze, he saw that she was looking at Xena Rose, who had her hoof to her head and looked ill.

Before any of the others could notice her distress, she let out an alarming hiss. Whilst practically falling into a sitting position, where she cradled her head in her hooves.