• Published 8th Dec 2012
  • 4,073 Views, 65 Comments

Transformers Prime: Ponies in Disguise - RavageXeno



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

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Chapter 23

“H-h-hello Olethron... What a... Surprise to see you...” Starscream muttered, taking a few shaky steps backwards as his ears flattened to the side of his head.

“It’s Queen Olethron to you, traitor. But I can agree that it is such a surprise to see you here. After all the complaining you did about this dimension. I never expected to see you come willingly back,” she replied, taking a deep breath and standing up straight.

“You know... I’m starting to regret that decision already...” he said as he continued to move backwards.

“Well, it doesn’t matter. It only makes my plan easier,” she continued taking a step towards him. “Now I only have to hunt down Arcee and Bumblebee in your dimension. After I’ve dealt with the annoyances in this dimension first of course.

“Starting with you,” she said with menace in her tone.

“S-surely there’s no need to... We could surely work something out...” he stuttered, increasing his pace backwards, but he soon tripped over his own hooves and landed on his side. He attempted to untangle himself from the sprawl of his own legs, but he couldn’t even free his wing.

“I’m afraid I’ve become bored of your treachery. And I’m going to finally put an end to it,” she continued, as her horn lit up with a light blue aura.

As she was charging up her attack, the portal opened up again blocking out the sun momentarily. But Olethron paid no attention whilst Starscream went wide eyed in confusion, only grinning wickedly at her assured victory.

“The only one who is going to harm Starscream is me,” the pony hovering where the portal was stated, using a voice that was familiar to Starscream but he was unable to place it. Olethron had a split second of horror flashing across her face before she cried out in agony as he slammed down on her head with his front hooves, nearly burying it in the ground.

She lifted her head up and looked at him with a snarl as he walked away, before the horror returned as she felt at her horn that was now snapped in two. She cried out in a high pitched shriek, before the pony quickly kicked her with his back hoof and sent her flying.

He looked at her with a look of disdain, before she picked herself off the ground and ran away as quickly as she could. The newcomer then turned his attention to Starscream, who was still cowering on the floor as he had realised who was standing before him.

The pony before him was a grey alicorn, easily the same size as Princess Celestia, and he towered over Starscream. He had purple eyes that reminded him of dark energon and his mane and tail had a purple streak in them that was the same colour, but otherwise they were just a slightly lighter shade of grey than his coat was. He wore a silver helmet that covered most of his mane, and ended in sharp points around his snout. He also wore a chest piece made of the same material, that rose into spikes over his shoulders and left a gap where his purple tinged wings emerged from his back. The armour was strikingly similar to his robot mode in the other dimension, even down to the Decepticon symbol emblazoned on the front of the chest piece in purple that seemed to glow. And Starscream could just make out the purple Decepticon symbol that was his cutie mark.

“M-Megatron... What... what are you doing here..?” Starscream stuttered as he tried to get to his feet. He doubted that Megatron would save him just to kill him himself, but it would hardly surprise him.

“No the question is, what are you doing?” He replied looking down at him. “You made it back to our dimension and kept your end of the deal. So why did you run?”

“You... were talking... Airachnid...” Starscream said, as he slowly straightened himself up and tried to calm himself. But he made sure that his wings were slightly unfurled.

“Like I said to her, you are better to me alive,” Megatron said. “Do not think for an instant that I could ever be persuaded by her treacherous words,” he added after a moment’s thought. Starscream let out a sigh of relief, but panicked and turned to follow Megatron’s gaze a s a look of puzzlement crossed his face for an instant.

“Are these friends of yours?” Megatron asked, as two specks on the horizon slowly resolved themselves to the image of Princess Luna and Princess Celestia flying towards them.


The observation room aboard the Nemesis was silent except for the constant tapping of Soundwave on the main computer terminal. The Autobots had yet to be bridged back to Earth when the portal had been re-opened, so were all stood in the room along with Knockout and Soundwave.

“What do you mean they’re gone?” Bulkhead asked a shaky Knockout, who was failing at hiding the worried glances between the Autobots and his newly polished finish.

“Like Soundwave just showed you, Megatron went through the portal after Starscream. How hard is it to get it into that thick processor of yours?” Knockout replied curtly scowling at Bulkhead.

“Bulkhead!” Optimus said calmly, as Bulkhead raised his fist, he grumbled to himself but didn’t attack. And Optimus went back thinking about their current conundrum.

“Soundwave, can you open the portal again so I can go after them? I can’t let Megatron put the lives of the inhabitants of that dimension in danger,” Optimus continued after a moment of silent thinking.

Soundwave looked up from the computer for a moment, and looked blankly at the Autobot leader. Without replying, he slowly walked past them all as they all watched. Once the door opened he waited in the corridor, and turned to look at Optimus.

“Thank you Soundwave,” Optimus said as he followed him out of the room. “I will be back soon, Arcee you’re in charge.”

They walked into the room with the Trans-Dimensional Warp cannon and Optimus stood where Soundwave had indicated whilst he walked around to the control panel set in the machine. After a few minutes Soundwave looked up to Optimus and in response he nodded. Not wasting any time Soundwave fired up the machine and the room was once again bathed in blue light.


The portal opened in it’s usual position in the air, and Optimus fell a few meters before instinctively opening his wings and slowing his descent to a controlled glide. He quickly took in his surroundings of green fields before considering how he was going to find Megatron.

“Ah Prime, how nice of you to join us,” said a voice from behind him that he recognised. Turning he was met with a sight that shocked him for a moment and Starscream laughed quietly at the look on his face.

Megatron and Starscream were sat on one end of a large picnic blanket that was covered in an assortment of foods. At the other end sat Princess Luna and Princess Celestia, and all four of them had cups of tea that they were holding in their magic, except for Starscream who hadn’t touched his as he was certain he would be burned by the hot liquid.

There was no fire, no explosions, only the leader of the Decepticons having tea. Peacefully.

And then he realised that they were all ponies. Including himself.

Starscream wasn’t surprised that Optimus had followed them, and he saw the small grin on the side of Megatron’s face. Which he masked from everyone else by taking a sip from his tea.

“Prime, this is Luna and Celestia, the Princesses and rulers of this world,” Megatron continued.

“It is a pleasure, your highness’s,” Optimus said, turning to them and bowing, which was slightly awkward as he wasn’t used to his pony form.

“Likewise Optimus Prime. Would you care to join us?” Celestia asked, extending her wing and indicating a place next to Megatron for him to sit. And once he had sat down, Starscream could see the striking similarity between them.

They were both alicorns and were - as far as he could tell from them sitting next to each other - the same height. Optimus had red and blue armour that like Megatron’s looked like his robot mode, he even had faint lines etched onto the front of his chest piece that looked slightly like windows on either side of the glowing Autobot symbol in the center. His helmet was also similar, as it contained the sticking up spikes that his robot mode had.

His mane and tail were blue and red, and the tips of his wings were tinged blue and red. His cutie mark was a Red Autobot symbol, and was covered partially by his folded wings.

They sat in silence for a moment, whilst Celestia poured Optimus a cup of tea. This was only to pass the time until Twilight and the others came here with Grimmy so that that they could be sent home. He just hoped that they would arrive quickly, as he doubted that the decorum between Megatron and Optimus would last long.


It was late aboard the Nemesis as Soundwave quietly made his way towards his quarters. Megatron, Starscream and Optimus had been stuck in the other dimension for the best part of an hour before they had been able to return. And luckily there had been no incidents here whilst they were gone.

The Autobots had been bridged out of the Nemesis shortly afterwards. And Soundwave had spent the remainder of his day tending to his normal duties.

He reached the door to his quarters and entered the code to unlock it. He possessed a lot of valuable intel, and it was always best to be cautious with it. The room was dark, and only lit by a single light that emitted a dim blue light. He didn’t need much light to see, so it would put any of his enemies at a slight disadvantage should that choose to attack him here.

The room was mostly bare and only filled with what he needed for necessity. To his left was a recharge bay, which he spent little time in as he was constantly working, and on his right was a large computer terminal. Ahead of him was a workbench whilst next to it was a large cupboard which contained a large assortment of tools and spare equipment.

On the workbench was the wrapped parcel that Lazerbeak had carried back with him. He hadn’t said what was inside it, only recommending that he should open it whilst he was alone. He hadn’t thought much about the parcel, he’d had more important matters to attend to during the day, and knew he would get around to opening it eventually. So he’d kept thoughts of it to the back of his processor, where they wouldn’t interfere.

Lazerbeak was on the perch that was attached to the side of the workbench, where he usually sat while Soundwave was working. But since he had come back from the other dimension, he had changed slightly, as he now looked more closer to what the inhabitants of Earth called birds. He had bendable wings that were currently folded against his sides and his face had altered to now contain a beak and more prominent eyes.

Soundwave carefully undid the pink ribbon that was tied around the box, then lifted off the lid and placed it onto the workbench. He looked into the box and saw three large items that resembled cassettes. A blue light emanated from the box and scanned him as he leant over it.

Nothing happened for a few moments, then three minicons jumped out at him and onto his chest. After a moment of processing what was happening he realised who was clutching onto his chest and shouting his name in joy.

He instinctively wrapped his arms around Ravage, Rumble and Frenzy and a smiley face appeared on his visor.




Author's Note:

Right, that's the final chapter.
I hope you enjoyed it.
Thanks for reading.

Comments ( 5 )

The machine has feelings, it appears.:trixieshiftright:
I like this chapter and story alot.

Seemingly so...
I'm glad to hear you're enjoying it. :pinkiehappy:

5413085 You misunderstood me, her mane and tail aren't sapphire blue, they're dark purple. Violet is a lighter shade of purple, that is true, but that's not what I was correcting.

Wait, What!! That's the end!
well, that was a little anti-climatic, but still a good story.

Yes. Yay for best 2nd best Ponycon. And yay, rumble and ravage.

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