As I Lay
-CHAPTER I: AS I LAY-
As I lay on these tattered battle grounds, I had very little time to reminiscence about everything.
What was my name….I can’t remember…for the pain was too intense. My Energon levels were depleting by the astro-second. All I could see were the raining ashes and smoke-filled skies of this once glorious empire. What was this placed called again?
It was the Crystal Empire.
I was beginning to remember. Yes….yes I remember now. The Autobots were under attack. The Decepticons had won. Their armies invaded this peaceful world we swore to protect. The home of the ponies, Equestria, was dying.
I could feel the pain as it intensified in my lower half. I looked down and groaned in pain when I saw my right leg blown off. My puddle of Energon began to spread as I lay my head back down. Looking upwards, I groaned in agony when I saw that mushroom cloud slowly spreading across the skies. Its dark entity gave me a feeling of hopelessness and sorrow. Not even we Autobots could save this planet. The sun was gone, blocked out by the lightning-filled clouds, we didn’t need it anyway.
All hope was lost.
I never thought I would finally admit it. But I did. I never gave up on Cybertron…no Autobot ever did. But why keep fighting? There was no point anymore. Jazz was dead, Grimlock betrayed us, and now the so-called ‘Crystal Heart’ was said to fix all of this madness…I see nothing fixed.
Just death surrounds me.
I could see my vision beginning to go static. The last thing I saw before that massive explosion was our leader slamming into me from the great power of Trypticon. That must’ve been what caused the mushroom cloud and the supernova explosion to wipe us all out. For all I knew our entire team of Autobots were dead. Was Optimus dead? It wouldn’t be the first time.
The pain began to go to a level I never thought was possible. The ashes continued to fall on my withering form, barely beginning to overcome my vision. I already accepted eternal stasis…I just wished it would be quick. And I guess I got my wish.
That glowing purple Decepticon symbol began to move towards me.
I forced my body to look up and see the absolute last person I wanted to see right now. Megatron. His massive stature and purple lights all over his body began to come into focus as he slowly approached my damaged form.
I caught him slightly limping as he finally arrived to my position.
Megatron’s scowl grew deeper as he got up to full height and pointed the end of his cannon directly at my face. Even with my damaged hearing processors, I could definitely hear him talk.
“Still think you can blast the smile off my faceplate?” Megatron asked as the end of the cannon brightened up. All I could manage was a weak cough.
Megatron chuckled, “That’s what I thought. My plan is complete now, the Changelings have successfully done their duties…and it seems…Trypticon managed to destroy the Crystal Castle. Not that you Autobots need it anyway.”
My anger was soon extinguished when the pain came soaring back. Megatron got in a little closer; I could see those horrible red optics as he smirked my way.
“And now…no one can stop me. Not even you….Cliffjumper.”
I finally remembered who I was. My name is Cliffjumper…and I gave up my life for the Autobot cause…which was now dead along with myself.
The last thing I saw was Megatron aiming his cannon at me, the end glowing bright purple.
One blast was all it took for nothing but darkness to remain.
____________________
“Equestria….the home world of the ponies we Autobots have befriended in the past…is in deep turmoil. During our times on this peaceful planet, we have grown quite attached to all of the inhabitants that fill this world with such great life.”
“But of course…all great things must come to an end.”
“Our acceptance of Earth as our newest home was definitely a good choice for us Autobots to remain. We have grown attached to this little planet, and although we haven’t met any of the humans….a deeper revelation bonds.”
“I sense a traitor among our ranks.”
“Not only has one of my fellow Autobots betrayed his own cause, but Equestria…is being invaded. Equestria…has never felt…the wrath of war. It has never faced extermination…until now. Megatron and his forces will destroy this world and spread their tyranny throughout the galaxy. Our armies alone cannot stop the great extinction that is sure to come. We need immediate assistance. I can only be certain of this….that we will sacrifice our lives to save this world."
“I am Optimus Prime, and I send this distress signal to all of those listening above in the heavens. We are dying. Equestria is in danger. Help us….in this dire time of need.”
____________________
5 Days before the Rise
TELETRAAN ONLINE
LOCATION: EQUESTRIA
-PONYVILLE-
Pinkie Pie happily hopped her way to Sugercube Corner, a smile plastered on her face. With her was a satchel filled with several goods she had picked up from several fruit stands on her way. The sun beat down a nice warm glow on her soft velvet skin.
“Hi there, Zecora!” Pinkie waved to her favorite zebra. Zecora smiled her way as she heard Pinkie yell, “Don’t forget about the super exciting party tonight!”
Zecora chuckled and said back, “I wouldn’t miss it, young filly. But perhaps there are others waiting for you at the moment, you silly nilly.”
As Zecora said that, Pinkie suddenly gasped and sped off to Sugercube Corner as fast as her hooves could carry her. From running into several of her friends, Pinkie had almost forgotten about her BEST friends.
When she finally arrived to Sugercube Corner-
“I’M HERE EVERYPONY!!!”
Rainbow Dash looked back and screamed when a pink blur rammed straight into her. Both mares tumbled on the ground until they separated in a daze. Pinkie rubbed her head as did Dash.
“Hehe…sorry, Dashie.” Pinkie gave her best puppy eyes as Rainbow Dash glared her way. Before Rainbow could blow her fuse, a purple hoof helped her up.
Rainbow looked up to see her egghead friend, Twilight Sparkle struggling to hold back some giggles. Her glare faded away as she used Twilight’s hoof as a support to get back up. Rainbow Dash turned towards Pinkie’s way and couldn’t help but smile.
“Who’s ready for breakfast?!” Pinkie screamed and pulled out the assortment of foods from her satchel, “I spent all my bits on this shopping trip! Only the best for you guys!”
Applejack gratefully took an apple that Pinkie had handed to her. After taking a large bite, Applejack smiled and said, “Now Pinkie, Ah don’ think it was fair for ya ta jus’ spend all yer hard-earned bits on us.”
Rainbow Dash chuckled and bit into a banana, “Hey, I’m not complainin’.”
Fluttershy cautiously took an orange and began to peel it. After ripping off a slice and placing it in her mouth, Fluttershy gulped and said, “Well umm…thank you Pinkie for all of this, you really didn’t have to buy me anything.”
Pinkie just shrugged it off and gave Rarity a large cup and filled it with milk. Rarity levitated the glass and took a glorious sip before placing the glass down on the nearest table.
“Thank you, darling, this means a lot honestly.” Rarity smiled and continued to read the newspaper. Pinkie giggled and came to her last friend. Twilight Sparkle smiled as Pinkie Pie gave her the last piece of breakfast from her satchel.
Twilight’s eyes softened as she saw there was no more food for her energetic friend. She gave Pinkie the apple back and said, “Oh no thanks, Pinkie, I think you should have it.”
Pinkie Pie just laughed and gave Twilight the fruit, “It’s okay, Twilight, I already ate.”
Twilight’s face contorted into confusion, her eyes looking around the room obviously not seeing any food. And to her knowledge, she and her friends had all arrived to Sugercube Corner in the early morning. There was no way Pinkie could’ve-
The pink blur suddenly jumped from behind the counter and pulled out a massive cake before slamming her face in the center of it and began chowing down. All the mares had their huge eyes on Pinkie as she slurped up the remaining cake from her hoof. Rarity looked as if she was going to faint when Pinkie released a massive burp.
Pinkie looked forward and noticed all her friends gawking at her.
“What?” Pinkie asked as innocent as ever.
Rainbow Dash was the first to burst into laughter, followed by everypony else. Twilight couldn’t contain her giggles and followed the rest of her friends. You know what they say about laughter...it’s contagious.
After the laughter died down, Pinkie sat down beside Fluttershy who always enjoyed the company. Twilight smiled and looked over to Rarity who had already continued reading the morning paper.
A moment of silence was imminent before Rarity scowled and read the front lines.
“Oh just listen to this!” Rarity shouted and began reading, “Diamond Dogs have been found scurrying around the outskirts of Ponyville. Reporters have thought that they might be on the hunt for more ponies to do their dirty work! The little ruffians!”
Rainbow laughed and began hovering in mid-air as she smirked above Rarity. “What? Are you scared, Rarity?”
Rarity scoffed and shouted, “The nerve! I am NOT afraid of those dirty little freaks!”
Rainbow floated down and began touching Rarity’s mane, “They’re gonna attack you when you’re sleeping and mess up your beautiful mane!” After Rainbow gave a little tug on her elegant friend’s mane, Rarity screamed which caused the sky blue mare to roll on the ground laughing.
Twilight frowned and flatly said, “Rainbow Dash, quit it.”
Rainbow looked up from the ground and snorted, “Aw come on, egghead. I haven’t seen you loosen up ever since I saved your guy’s lives.”
Twilight momentarily gagged on her cup of orange juice before swallowing the remaining liquid in her throat. Rainbow flew in closer and said, “Remember that day? You guys almost died if I hadn’t caught you in that cloud.”
“Yeah Rainbow Dash, Ah remember.” Applejack frowned and bit into what remained of her apple before grabbing another one.
Pinkie jumped up from her seat and began screaming, “OH, OH, OH, I remember that! Me, Fluttershy, Rarity, Twilight, and Applejack were going to give Dashie a care package! But then that tornado took us out!”
Rainbow chuckled while looking at Rarity, “And Rarity got caught by Thunderlane. He saved your life didn’t he, Rarity? And you repaid him in a BIG way huh?”
Rainbow’s sudden outbursts caused the white unicorn to blush uncontrollably, causing the Pegasus to chuckle to herself. Rarity growled and shouted, “I absolutely did NOT perform such uncouth things if that is what you are implying, Rainbow Dash!”
The blue mare shrugged and said, “Calm down, I was just kiddin’.”
Twilight took a sip from her orange juice before asking, “So Rainbow, have you heard anything about the Wonderbolts ever since Spitfire gave you that medal?”
Rainbow gasped and placed a hoof on her chest, “Spitfire gave me the medal for being a lead pony! It was so awesome! Just like me!”
Applejack chuckled, “Yeah…we were there, Dash.”
Fluttershy watched as Rainbow flew around the room just being her normal spunky self when she felt herself speak up. “So…umm…Rainbow Dash…did you hear anything about Lightning Dust?” Rainbow stopped flying and landed on the ground. Fluttershy shrunk down and hid behind her mane, only one of her eyes visible. “I’m so sorry; I didn’t mean to ask that!”
Rainbow simply laughed and said, “Hey it’s okay, Flutters, oh and about Lightning Dust? Yeah I don’t really know what happened to her. The Wonderbolt Academy was the last place I actually saw her.”
“Well it serves her right!” Rarity scowled, “She was certainly a wild one now!”
The five mares nodded in agreement before falling into silence, just to enjoy their breakfast. After Twilight finished yet another apple, she finally realized how hungry she really was. Taking a long sip from her orange juice, Twilight grabbed another apple that Pinkie had provided them with.
After taking a bite of the succulent fruit, Twilight levitated her book and began reading. She looked over and saw each of her friends enjoying the morning food. Rarity kept drinking her milk and reading the newspaper, her mouth mumbling the words. Pinkie Pie was sharing her orange pieces with Fluttershy as both mares sucked on the delicious orange slices. Rainbow Dash finished her banana and threw the peel on the ground. Applejack simply frowned at Rainbow’s utter disapproval of trash cans and finished off her apple.
It was such a beautiful morning. Celestia’s sun really gave way to the young foals as they played in the dirt streets. Every mare and stallion waved to each other from beyond the glass window Twilight was staring out of.
DING-DING!
“Twilight!”
The unicorn as well as the other mares turned to face the door and saw Spike panting at the front entrance. He had his hand on his chest as the baby dragon panted profusely; his eyes were slightly red, possibly from the lack of sleep. When he looked up, his eyes went wide as he raced forward.
“Twilight, Princess Celestia sent you an urgent-WHOA!!!” Spike suddenly slipped on a banana peel that was lying on the ground. Doing a triple back flip and landing straight on his face, Spike groggily stood up while Pinkie Pie held up a perfect 10 sign.
The baby dragon’s eyes went wide as he suddenly remembered, “Twilight, Princess Celestia sent you a-BURP!”
Spike’s mouth suddenly erupted a green flame and a parchment lay on the floor next to the tired dragon. Twilight got up from where she was sitting and levitated the letter from Princess Celestia. The five mares surrounded her obviously wanting to know what Celestia was so worried about.
Twilight cleared her throat and began.
“Twilight Sparkle, my most faithful student, this message is not to be taken lightly. But it seems I have had no choice but to inform you and all your friends first.”
The equines began to grow uneasy as Twilight continued to read.
“Our scouts have picked up strange activity coming from the Badlands. We do not know what it is that is going on over there but there is one thing for certain: Equestria is in grave danger. I don’t have much time to explain before the Guards outside my door will have to escort me to calm down the pony folk. We have received a message in Canterlot…a message from the Changelings.”
The mares gasped as did Twilight. Rainbow could hear Fluttershy beginning to grow uneasy as the violet unicorn read the last lines.
“The message was a warning. A warning to surrender at once. Obviously I would never abandon my kingdom but the message was focused towards you and your friends, my most faithful student. The Changelings want you gone. All I want you and your friends to do, Twilight, is to stand guard and be ready for anything that might happen these next few days.”
Twilight’s voice was barely audible at this point.
“Judging from this warning…you will all need to be ready for anything….anything. Your loving teacher forever and always-Princess Celestia”
Twilight levitated the letter down, her eyes wide as they can be. ANOTHER Changeling attack?! Queen Chrysalis would never send another attack after the failure of the first one. What was she planning that could possibly make Princess Celestia worried?
“Ya hear that?” Rainbow Dash growled, “Ol’ Bug Brain’s gonna attack Canterlot again.”
Twilight turned around to see the rest of her friends pawing nervously at the ground, all except Rainbow Dash who was feeling her muscles. Spike came up to Twilight and nervously coughed in his hand.
Twilight looked down to see her number one assistant obviously worried from the news of the letter. The unicorn softly patted him on the head and began to explain. “Don’t worry everypony; all we have to do is be ready for anything that might happen.”
“And from this letter,” Spike muttered while snatching the letter from Twilight’s grasp, “something surely IS gonna happen.”
Twilight plopped onto the ground and turned towards her friends as they eyed her with intent. Clearing her throat and looking around the room, Twilight nodded and said, “Well girls….oh and Spike, let’s get going to Canterlot. I have a lot of questions for the Princess, and I’m sure you all do too.” Each mare nodded before following Twilight out the door of Sugercube Corner. Spike quickly swiped an apple from the table and made his way out the door.
Sugercube Corner never felt so quiet before….so why now?
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Is Grimlock really a traitor
2199691 You'll find out soon enough.
I CAN'T BELIEVE IT YOU'RE BACK BIGGUMS!!!!!!! Can't wait to see what's in store for this one,
Perhaps we may finally see primus in this story?
Either way,
THANK YOU THANK YOU THANK YOU THANK YOU
2199760 I have a LOT in store for my sequel. This is truly the end of days for Equestria!
No one does a Transformers crossover like you.
First off, great to have you back.
Second, How much time has passed since Fall of Equestria?
Saw your cover, I thought I should help out.
Here's a cleaner version of this one.
i16.photobucket.com/albums/b6/Shadow0666/FOEcopy_zpsb9190066.jpg
and this one I just added something to it.
i16.photobucket.com/albums/b6/Shadow0666/FOE2_zps7e6e1272.jpg
Also will this happen in the story?
derpicdn.net/media/W1siZiIsIjIwMTIvMTIvMTcvMDFfNTZfMDRfMzg0XzE4NDk3Ml9fVU5PUFRfX3NhZmVfdHJhbnNmb3JtZXJzX21lZ2F0cm9uX2xpZ2h0bmluZ19kdXN0X2RyZWFkd2luZyJdXQ/184972__safe_transformers_lightning-dust_megatron_dreadwing.jpg
About time!
*clears throat* YEEEEEEEEEEEEEAAAAAAAAAAAAAAAAAAHHHHHHHHHHHH!!!!!!!!!!!!
SEQUEL YESSSSSSSSS! I loved fall of Equestria and hope this will be as epically awesome!!!!! YEAHHHHHHHH
2200406
Awww thanks. And I'll be sure to give all of you one hell of a story! 
2200932 It's great to be back!
And to answer that, every single episode of season 3 has happened and it has all stopped after "Games Ponies Play". "Magical Mystery Cure" hasn't happened yet but it will. Also, it has been about 7 months since the Autobots and Decepticons left Equestria the first time, not really sure if all the episodes of season 3 could happen in that amount of time but I don't really care about that. 
But, although the pictures are in good quality, I think I'll stick with my original image, sorry about that no offence.
Lightning Dust becoming a traitor huh? Hmmmm....maybe.
But I will definelty include Trixie in my sequel.
2201054 Prepare all decks for a massive shit storm.
2201894 I KNOW RIGHT!?
I mean...I really wanted to post this story like after March, but decided against it because I know you guys wanted a sequel bad.
2202262 I swear to you....it will be epically awesome. This I swear!
2202831
So that also means that Discord is back. How's that gonna work out especially after what he did last time?
2202865 *holds in laughter* You're gonna find out. *explodes into maniacal laughter*
For the will of the Transformers and the legacy it has touched upon their is no greator author for aligned mlp crossover fiction that I know other than my good friend JDPRIME22
2204196
Wow...thank you all so much for this honor. 
2206290 King Sombra will be one of the main villians.
new charcters and seires confiremed by jeff kinehere
The Beast are coming
2217136 A new Prime? A NEW PRIME?!?!
We need GRIMLOCK!
images.wikia.com/thefanfictionwikiofgtfandphazon/images/a/a7/Transformers-comics-beast-hunters-issue-1-cover-a_1360941767.jpg
2223016 It could happen....yeah I'm not gonna say the rest.
Equestria is dying?! Grimlock is a traitor?!! Jazz and cliffjumper are dead?!! What monstrosity but also awesome sequel are you planning?! SAVE THEM OPTIMUS, PRIMUS, OR JESUS!!! LIGHT OUR DARKEST HOUR!! I gotta read more and favorite this
2310273 Muhahaha!
You know the show writers say that Equestria is a country and NOT the planets name, in the comics Luna calls it Earth.
Of course in my stories I just give it the fan name "Arion"
What do you think
2801646 Well I now know that the planet isn't called Equestria, but it's too late to change it now.
I've FINALLY! started reading this story, I loved the first one now I'll soon find out how epic this one will be.
Reading this chapter, I'm convinced that something huge will happen.
The Transformers have returned, and Equestria now faces it's darkest hour. The Crystal Empire has fallen, the Autobots are on the verge of defeat, outnumbered, outgunned and outmatched by Megatron's Decepticon invasion force and Equestria is dying and losing hope. Blood will be spilled, traitors will be revealed and hard choices will be made.
As the fate of both the ponies and the Transformers hangs in the balance, only one thing is certain.
One shall stand, one shall fall....
I decided to finish the Transformers trilogy before moving on to your MCU trilogy, even if it might take awhile. I have to say this is intense already! That little glimpse ahead does not leave a good feeling, Cliffjumper looks like he’s about to die (yet again), and if he was correct then Jazz is already dead and Grimlock is a traitor! This is truly going to be Equestria’s darkest hour.