> Megatron Takes Equestria
>  by Synthetic Soul
> --------------------------------------------------------------------------

> Chapter 1: Fall of a Titan
> --------------------------------------------------------------------------



High above the surface of the earth, the fate of the very planet hung in the balance. Prime and his Autobots were attempting to take the Omega Lock. The team split into two groups, The Wreckers and Ultra Magnus went one way, Arcee, Bumblebee and Smokescreen went the other way.

"Bee, Smokescreen with me," said Arcee as the two groups split off. Smokescreen stopped for a moment and watched as Megatron appeared, Dark Star Saber with him. Knowing he was no match for the gladiator, Smokescreen left with his team.

Meanwhile, Megatron watched as his Decepticons fired away at Optimus Prime, who was closing in the distance between himself, and the Omega Lock. Megatron leaped into the air, and grabbed his sabre, swinging it and sending a powerful wave of energy at prime. The blast struck Optimus's jet pack, causing him to veer off course. As Megatron plummeted, he transformed into his Cybertronian Jet form and took flight. Meanwhile, Optimus began climbing one of the ships spikes.

Arcee, Bumblebee and Smokescreen raced down the halls of the Decepticon ship. Suddenly, Smokescreen transformed into his robot mode. 

"Go on without me," he said. This caused the other two robots to transform as well.

"That isn't the mission," said Arcee.

"There's something I need to do," said Smokescreen, who then left the group using the phase shifter.


________________________________________


Optimus Prime opened fire on the Decepticon scientist Shockwave, when he was tackled by Megatron.

"Shockwave," said Megatron, standing before a fallen Optimus Prime. "Commence Omega lock firing sequence." As Shockwave did what he was told, the Omega lock began to charge. As the energon rippled in the pool, Optimus and Megatron exchanged blows, before Megatron withdrew the Star Sabre. Unfortunately for him, it was knocked out of his hands by Prime. Optimus delivered a punch to Megatron causing him to fall to the ground. As Megatron rose, he gave new orders to Shockwave. "Shockwave, prepare to fire the-WHAT!" exclaimed Megatron as the ship began to rock. Optimus, and Megatrons battle continued until they heard a rhythmic beeping. Both combatants looked to see Bumblebee carrying the Star Sabre.

"The Star Sabre," said Megatron. He rose to his feet ad rushed Prime. He raised his cannon, and blasted Bumblebee square in the chest, causing him to drop the Star Sabre in mid air. The dying Autobot scout landed in the pool of energon, while the sword landed on the metal framework of the Omega Lock. Enraged, Optimus began to mercilessly beat Megatron, who fell to the ground. Optimus approached, ready to finish of Megatron. But Megatron reeled back, Dark Star Sabre in hand, and sent a wave of energy at Optimus, who was blasted away. Megatron rose to his feet and looked down at Optimus Prime.

"Prepare to join your scout in the Allspark," said Megatron. But before Megatron could finish off Prime, he heard his name being called by an unfamiliar voice. When he turned, he was met with the cold steel of the Star Sabre piercing his chest. Megatrons system diagnostics appeared in his vision.

System Functions at 73% 

Megatron looked down to see the scout that he had just killed, now stood there, holding the very weapon that pierced his body. Then he heard the voice that had called his name seconds before.

"You took my voice. You will never rob anyone of anything, ever again," said the scout.

'No...I was so close,' thought Megatron. He stared down at the Star Sabre, piercing his chest.

Energon Reserves Depleting

'I had Prime within my grasp.' Megatron could feel his life force slipping away. 'How could I have been slain by a simple scout!'

Life Support Failing...

Megatron took one last look at the earth, and then all was black.

______________________________________________
 

Megatron awoke on his back, in complete darkness. A void of everlasting nothingness. Megatron lifted his head. In the distance, he could see a white light.

"Perhaps that is the entrance to the Allspark," thought Megatron. He used his arms to raise himself up. Once he was on both his feet, he began walking towards the light. When he finally reached the light, Megatron saw that he was standing before a tall and wide rectangle. It was big enough for him to fit through. Megatron turned his head, and saw that the rectangle was paper thin. Megatron returned to standing in front of the rectangle. Cautiously, he raised his hand, and poked his finger through the rectangle. The light rippled like water from Megatrons touch. Megatron withdrew his finger. With no other option, Megatron stepped through the portal, and once again all he saw was black.

_____________________________________


As Megatron drifted in and out of consciousness, he felt a sensation that he had never felt before. He felt cold. It chilled his flesh-WAIT, FLESH! Megatron awoke with a start. Megatron looked around, and saw he was in an ice cave. But what was most surprising was what he saw in the reflecting wall of ice. Glancing at the wall of ice, he was shocked with his appearance. He'd never seen anything like the sight before him. He was a grey quadrupedal flesh beast of some kind. He had a sharp purple, dark energon like horn coming from his head. He had long feathery wings coming from the side of his body. His eyes permeated a purple glow. He noticed the Decepticon insignia on his flanks, and a purple tail coming from his rear.

Taking in his appearance, Megatron noticed his new form came complete with a suite of armor, which resembled his old form, complete with a helmet that resembled his old Cybertronian head. He also noticed a miniature version of the Dark Star Sabre hanging from his torso. Finally, the Decepticon emblem was imprinted on his chest plate.

'So it appears I have been reborn as a flesh creature.'

"ARG! Why a fleshling! I was a titan! ARG!" yelled Megatron. Megatron stepped out of the cave, and embraced the cold. In the distance, he could see a large crystal structure.

"Perhaps there is a civilization in that direction." Megatron began his treck, unknowingly to him, that he was heading towards the Crystal Empire.' A kingdom ruled by the Dark King Sombre.  

	

	
> Chapter 2: Infiltration
> --------------------------------------------------------------------------




The snow piled several feet high. Megatron was struggling to trek through the snow. If he still had his old body, he'd be able to make it to his destination much quicker. He cursed his new body yet again. Megatron knew he had to find civilization soon. Even Cybertronian bodies were susceptible to ice and snow. But Megatron knew that organics were even more vulnerable. After a few minutes of walking, he came to a large bank of snow. Megatron climbed the hill, and as soon as he reached the top, he came to a standstill. In front of him stood a huge dome of energy. It was see through, so he could see inside the dome. There was a large crystal structure in the center of the city. The buildings were also made of crystal. The dome was surrounded by a wall made of sharp black crystal. And finally, there was a gate, and entrance, facing towards Megatron. He saw at the forefront of the gate, there were six ponies in menacing black armor.

"I do not yet posses enough knowledge about my new form to fight those guards. I will need to find another way in." Now, Megatron had many skills, but sneaking was not one of them. Megatron knew the basics about infiltration. Megatron began to circle around the city, in order to reach an unguarded section of the wall. He was far away enough so that he wouldn't be seen by the guards. AND, he used the snow banks to hide himself. When Megatron finally reached his destination, he gazed up at the wall. It was way higher than him, and with his hoofs, there was no way he could climb the wall. It was then that Megatron spread his wings, and looked them over.

"These wings resemble Predakings beast form wings. Now, how did he use them?" Megatrons mind filled with images of the Dragon like beast. Megatron remembered how Predaking used long hard strokes with his wings. Now knowing what to do, Megatron spread his wings, and flapped. The wind built beneath his wings, and soon Megatron felt his body begin to rise. He continued to flap, and after a few moments, Megatron found himself above the wall. He leaned his body forward, causing him to move forward. He phased through the dome, and instantly felt warmer. He stopped flapping, and held his wings steady, slowing his decent. When he touched down, he found himself in the alley behind a group of houses. He walked to the edge of one of the buildings and peered out at the city. He saw ponies, crystal ponies, most of them in chains. Some of them were pulling carts filled with crystals, of varying colors. He saw more guards like the ones he saw before. Some of them had whips, and were using them on pony slaves. 'Whoever leads this place is a man after my own spark,' thought Megatron. 

"An Alicorn!" Megatron turned to his left, and was face to face with a dusty grey unicorn with a brown mane. He was dressed in rags. "I-I can't believe it! An Alicorn! You, you can defeat the king, and free us all!" 'Or take his place,' thought Megatron.

"And just who are you supposed to be?" asked Megatron.

"My name is Coal," replied the unicorn.

"And where am I?"

"You don't know where you are?"

"Answer the question!" replied Megatron, in a hostile tone.

"Uh, the Crystal Empire!"

"And just who is this king you were speaking of?"

"The Dark King Sombre. He's an evil unicorn who enslaved the ponies of the Crystal Empire. But you're an Alicorn! You can beat him!"

"Perhaps, perhaps. But I do not know how to use my powers."

"You don't know how to use magic?" 'Magic...what in Unicrons name is that?' thought Megatron.

"No."

"Well, I could teach you! Then maybe you could overthrow Sombre!"

"Yes...perhaps I could..."Liberate" you." Megatron hid his smirk from Coal.

"Come on," said Coal, motioning towards himself. "Follow me."

"Very well," replied Megatron, who proceeded to follow Coal. As they walked, the two stayed in the shadows of the alleyway, both careful to avoid being seen. Eventually, they reached a small house. Coals horn glowed grey and the door opened.

"Welcome to my home mister...oh, it seems I didn't catch your name mister...?"

"Megatron."

"Hm, what an odd name. Well, come on in." Megatron entered the building, followed by Coal. As Coal closed the door, Megatron observed the inside. There was a dingy looking mattress in the corner, a cupboard, bath tub, and two sinks. There was a wooden table, with two chairs. Lastly, there was a set of stairs leading down to a basement.   

"We'll go down to the basement," said Coal. Coal led Megatron down the steps, and into the basement. There, Megatron saw the room was mostly empty. There were several pony shaped dummies on stands, and a rack with various weapons.

"Here, I'll teach you the magic basics. Ho ahead and stand in the center there." Megatron walked forward and stood in place. "I noticed that sword you have there. As an Alicorn, you have the magical abilities to levitate, and control that blade with your magic. Now levitation is fairly simple. All you need to do is focus on the object, and Imagine it move. Pretend as if you have an extra arm, and that IT is holding the blade." Megatron turned his head and focused on his sabre. He felt his horn tingle with energy, and after a few seconds, his sword was enveloped in a purple glow. He motioned the sword to his forefront, and proceeded to motion his blade in slashing motions, yet he was careful not to swing it hard enough to expel a wave of energy.

"Good, you're a natural!" exclaimed Coal.

"I know," replied Megatron. He then returned his blade to his side.

"Well, the next two things to teach you are teleportation and combat magic. What I'll be showing you in the combat area is the ability to blast energy from your horn. I think I have a spell book around he-" suddenly, Coal witnessed a large purple blast of energy propel itself toward one of his dummies. The dummy exploded, into millions of pieces. As the dust settled, Coals mouth hung agape. 

"H-how did you do that!? You didn't even look at the spell book!" exclaimed Coal.

"I envisioned what I wanted to happen, and it happened," replied Megatron.

"I've never seen this sort of thing before! I-it's unheard of!"

"Are we done here?" asked Megatron.

"U-um, no, there's still teleportation left. I'm sure you'll be able to do this, just envision were you want to go, and charge some energy into your horn."

Megatron focused his energy into his horn, and envisioned himself being moved to another spot. In a flash, he disapeered, and  reapeared four feet away.

"Amazing! You have such a natural talent for magic! I'm sure you'll be able to overthrow the king NOW!" Megatron smirked, the purple glow of his eyes glowing much brighter. 

"Well, It appears I no longer have any use for you," said Megatron.

"W-what?" asked Coal. Megatron turned towards Coal, and magically withdrew his sword. Then, Megatron began to advance on Coal. "Your eyes...they, they look just like the Kings!"

"I thank you for teaching me this 'magic' thing, but now I have no use for you." And with that, Megatron continued towards Coal, who was backed up into a corner.

"No...no...noooo!" cried Coal. The last thing he saw was the evil glare in Megatrons eyes. And then he knew no more.
_________________________________________________________

King Sombre sat on his thrown, with guards standing in two rows in front of him. He stood up from his thrown, and walked down the steps.

"I'm going to the balcony," said Sombre. He enjoyed watching his slaves work. He was about to head to the balcony, when he heard a loud scream, which stopped Sombre dead in his tracks. Next, he heard two loud thumps. Then on the third, the thrown room doors  flew open, as a guard flew past them. As he screamed, he flew strait ingo a window. The window shattered as the guard flew into it. His screams could be heard as he fell. Sombre stared at the window, with a surprised face, then turned to face the doors. Standing there in the doorway stood an armored grey Alicorn, with wings spread wide. He began walking towards Sombre.

"King Sombre I presume," addressed Megatron. 

"And just who are YOU supposed to be?" questioned Sombre.

"I am Lord Megatron. Your replacement," replied Megatron.

"You think you can stand against ME?" asked Sombre. "I have ruled this land for hundreds of years! I am a battle hardened warrior kin! What makes you think you have what it takes to beat me?"

"I led the Decepticon leader, I led my armies in conquest for TENS of THOUSANDS of years! I am a gladiator, hardened by the pits of Kaon!"

"Tens of thousands of years? Impossible!"

"Enough of this talk!" said Megatron. "You die NOW!" Megatron withdrew his Dark Star Sabre, and swung it, sending a large wave of purple energy towards the king. And with that, the battle began.
> Chapter 3: Megatron VS Sombra
> --------------------------------------------------------------------------





A large wave of purple energy propelled its way toward Sombra. Surprised, Sombra barely had enough time to teleport to safety. In a flash, he appeared in front of the blast. Sombra noticed his guards starting to advance on the intruder. Sombra held up a hoof.

"No," his deep voice thundered through his throne room. "I will deal with this intruder myself." With that Sombra drew his own sword, a red blade with a black handle. "That is no mortal blade."

"Oh this?" replied Megatron. "This is the Dark Star Sabre. I crafted it myself using the Forge of Solus Prime."

"Who is this; Solus Prime?" asked Sombra.

"It would take too long to inform you of the legacy of the Primes. Besides, it's time for you to die."

"It will be you who is destroyed!" yelled Sombra. He charged his horn, and blasted a black bolt of energy towards Megatron. Megatron dodged to the right, and swung his blade, sending a wave of energy at Sombra. Sombra erected a spherical shield around himself, protecting him from the attack. He then teleported in front of Megatron, and swung his sword in an attempt to decapitate the former Cybertronian. Megatron blocked with his sword, and then jabbed at Sombra. Sombra dodged, reared back, and bucked Megatron's face, causing him to stagger back. Megatron put a hoof to his nose and wiped the blood from his nose.

"You'll pay for that!" yelled Megatron. He swung his sword towards Sombra's neck. Sombra moved to block, but found that nothing collided with his sword. This was because Megatron's attack was a fake out. He swung his blade at Sombra's leg, colliding with the armor on his leg. Sombra stepped back to look at his hoof. There was a cut in his armor and his leg. A small amount of blood pooled from the cut. Sombra teleported away from Megatron.

"You fool! I am the dark lord of the Crystal Empire!" declared Sombra.

"I am the original Dark Lord!" replied Megatron. Sombra shot a magic energy blast toward Megatron. In response, Megatron gave his wings a mighty flap, causing him to shoot up into the air. His body started glowing purple, and after a few seconds, a shock wave exploded from his body. The windows shattered, and the guards were blasted against the walls. Sombra was propelled towards his throne. Megatron glided down to the ground, a smirk on his face. Sombra slowly got up, and turned to face Megatron.

"Arg! I will kill you!" cried Sombra. Suddenly his horn glowed, and his body turned into black smoke, which shot towards Megatron. When the smoke hit Megatron, he was blasted back towards the door. He landed just outside the door. Sombra materialized just in front of Megatron, and drew his sword back, ready to strike Megatron. *Clang!* Sombra gasped as he saw Megatron sitting upright, using his two front hooves to catch the sword before it connected with Megatron.

"Impossible!" said Sombra. Megatron's eyes were closed. Then, Megatron's eyes opened. His eyes turned red, and the purple glow increased. His veins were visibly glowing purple, pure power eminating from his body.

"Arg!" cried Megatron. He threw Sombra's sword, and magically grabbed his own Dark Star Sabre. He slashed his sword at Sombra, cutting through the armor, making a cut in Sombra's neck. It bled, but was not deep enough to sever Sombra's jugular. Megatron struck Sombra with his right hoof, and then turned around and bucked Sombra in the chest, pushing him back. Megatron's fury continued as he slashed his Dark Star Sabre, sending a wave of energy at Sombra. Still distracted with his injuries, Sombra wasn't prepared for the attack. Sombra was blasted into the air about five feet, and then fell back onto the floor, landing on his right side. Megatron dashed forward, and stomped a hoof on Sombra's side.

"Hurg!" cried Sombra. He looked upward at Megatrons face. Megatron had an evil grin plasteed on his face as he held his sword to Sombra's throat.

"Any last words?" asked Megatron. Sombra's eyed glowed green, and his body evaporated, turning into black smoke. The smoke shot towards the thrown, and built up into a large mass of smoke. Sombra's head appeared, larger than a pony body.

"How do you like me now!" yelled Sombra. Megatron charged his horn, and shot a blast of magic at Sombra, only for it to pass strait through the smoke.

"What?!" yelled Megatron. He swung his Dark Star Sabre and sent a wave of energy at Sombra, but like the previous attack, it phazed right through. "You think this changes anything! I will not be defeated!" cried Megatron. Sombras horn glowed, firing a blast of magic at Megatron. Megatron teleported away form the blast, but he knew that with Sombra in this form, he would be unable to defeat him. 'I need a plan,' thought Megatron. Sombra shadow dashed toward Megatron, blasting him into the wall. Megatron felt his ribs crack as he fell to the ground. Sombra's mad cackling filled Megatrons ears. But it also filled him with something else. Something he knew quite well. RAGE. "ARG!" screamed Megatron. In a flash, he was back on his hooves. His eyes glowed red, and the purple eye mist grew in intensity. His body started to glow, and soon the whole room was filled with a blinding light. Everyone in the room had to shield their eyes from the light. After a few seconds, the light subsided. Sombra opened his eyes, and gazed upon something he'd never seen before. But Megatron knew what it was. It was a grey see through astral projection of Megatrons old body. Megatron observed his body of energy, and found that the titan body moved according to his will. 'My old body?'

"What...what is that!" cried Sombra.

"This...this is my TRUE form!" replied Megatron.

"What! Well, it doesn't matter! This fight ends now!" cried Sombra. His horn blasted a large blaast of energy at Megatron. Megatrons Cybertronian form raised its right arm, and a blast of energy left the cannon, colliding with Sombras blast. the two blasts met head on, and soon began fighting for dominance. "Rrr...you...you will lose!" cried Sombra, putting everything he had into the attack.

"I don't think so!" replied Megatron. His magic blast grew in intensity, and slowly started overpowering Sombra's blast.

"NO! This cannot be!" cried Sombra. Megatrons blast started to consume Sombras entire essence. "No! Nooooooooooooooooo!" cried Sombra as his smoky form was completely annilated. With the battle finished, Megatrons old body dissapeared, and he slowly lowered to the ground. He looked to his left and then his right. All the guards stood wide eyed as they gazed at the pony who had defeated their king. Megatron walked to the throne, and once he reached it, he stood facing away from the throne.

"Will anyone else attempt to follow in his shoes?" asked Megatron. One guard spoke up.

"What'd he say his name was?"

"Megatron," replied Megatron. Then all the guards began chanting. 

"All hail Megatron!" They chanted it over, and over again, all the while a grin grew on his face. He won, he overthrew the king and now he was the leader of the Crystal Empire. And soon, he would rule the entire world.
> Chapter 4: An old ally
> --------------------------------------------------------------------------



The quick clopping of hooves was the only noise that filled the otherwise silent halls of Canterlot Castle. The source of the clopping was a single pony running through the halls. This pony had dark blue fur, and a red mane. She wore tattered rags. She galloped her way towards the throne room.

Meanwhile, Princess Celestia sat upon her throne, listening to the tedious complaining of the nobles. She was currently listening to a noble who was trying to get her to lower a tax that was costing him precious money. She was just about to deny the nobles request, when the door to her throne room was thrown open. A pony bust through the door, and stopped a few feet away from the throne.

"Spy Glass? What is the meaning of this interruption?" asked Celestia. The pony, now known as Spy Glass, kneeled in front of the throne.

"Princess, I have urgent news involving the Crystal Empire!" replied Spy Glass.

"Can it wait until after my meeting with the princess?" asked the noble in an arrogant tone. The princess sighed. As much as she wanted to blow off these arrogant nobles, she had a duty to listen to them.

"Spy Glass, can we wait until I'm finished with Lord Blackhoof?" asked Celestia.

"Princess, this is urgent. You'll be glad I interrupted," replied Spy Glass.

"Blackhoof, I shall return in a moment. I must meet with Spy Glass for a few minutes." The princess stood up, and walked down the steps, and proceeded to head towards her office behind the throne room. Spy Glass followed.

"But Princess!" cried Blackhoof. Celestia dismissed his complaint, and opened the door to her office. She stood behind her desk. Spy Glass walked in, and shut the door behind her.

"Alright, Spy Glass, what is this 'urgent' news?" asked the Princess.

"Princess, King Sombra is dead." Celestias eyes widened in shock.

"H-he's d-dead?" Glass nodded. "How?"

"He was killed by a pony. An Alicorn."

"Impossible! There are only three Alicorns in the world, myself included!"

"I saw him myself Princess! I swear to you, he was an Alicorn!" Princess Celestias eyes moved left, then right. After a few moments of contemplation, Celestia locked eyes with her spy.

"Alright. Tell me about this pony."

"Well Princes, he's not much better than Sombra. In fact, he might be a greater tyrant. He's militarizing the empire. He's discontinued the mining of crystals, and instead he's mining precious metals."

"I see. Do you know where he came from? Or anything else about him?"

"All I know is his name Princess. He calls himself; Lord Megatron."

"Megatron?" 'Megatron, Megatron.' That name sounded familiar to her, yet she could not place the name. "Thank you Spy Glass. You are dismissed." Her spy nodded, and left, leaving the princess alone in her room. "It seems I will need to meet this Megatron."






Megatron stood upon the castle balcony, observing his newly acquired empire. Statues were erected in his image. The Decepticon symbol hung on banners in his throne room. Male ponies age eight and over were required to enlist in the military. All other ponies of able body were sent off to the mines to mine for metals. These metals were used to make armor and weapons. Since his battle with Sombra, Megatron had been studying. He'd been learning new spells, and he'd been learning about the world he'd come to inhabit. He'd learned that the most prosperous and peaceful nation was Equestria. He planned to send spies to infiltrate the country in the future. He also learned that there where two warrior nations; the gryphons and the minotaurs. If he was going to be able to stand a chance at conquering Equestria, he'd do well to gain control of those species. And if he could gain the allegiance of the dragons, his victory would be assured. There were only two issues. Number one was that apparently, the Alicorn Princesses who ran Equestria raised and lowered the sun and the moon. This went against every scientific principle he knew of, but apparently that was how it worked here. If he was to become the ruler of this world, he'd need to know that he'd be able to take up that responsibility. The second issue was the existence of these so called; Elements of Harmony. Apparently they were the single most powerful magical artifacts on the planet. They were even able to tame the power of the God of chaos; Discord. If he was to conquer the world, he would need to get them out of the way.

"Lord Megatron, sir!" Megatron was brought out of his thoughts by one of his guards. Megatron turned to face the pony.

"What?" asked Megatron.

"Sir, we've received a letter from the Princess of Equestria. She wishes to meet with you." Megatron walked past the soldier and headed towards his throne. The guard followed. When Megatron reached his throne, he sat upon it, with the pony standing in front of it.

"So, this princess wishes to meet me. What are her intentions?"

"I am not sure my lord. She merely said she wanted to meet with you."

"Very well. Set up a time for her to arrive here, and I will meet with her."

"Yes sir," said the guard who turned to leave the throne room. But as soon as he left, another soldier rushed into the room. He kneeled a few feet away from the steps to the throne.

"My Lord, scouting team alpha squad commander Silver Wing reporting in!" said the new soldier.

"Out wit it," replied Megatron.

"My team and I were scouting the frozen wastes outside the empire, when we came to a cave of ice. We found something. Somthing the likes of which we've never seen before!"

"What is it?" asked Megatron.

"Sir, I believe it is best if you come with us to see what we found."

"Arg. Very well, take me to it."






Silver Wing and one other soldier led Megatron through the icy wastes towards the cave. They finally came to the cave and saw three other ponies standing in front of the cave. The trio reached the cave, and stood before three scouts.

"Well, show me what you have found," said Megatorn.

"Yes sir," said one of the scouts. They led him into the cave. "Here it is sire." Megatrons eyes widened at what he saw. It was large, extremely large. It had long flat arms, with claws sticking out of them. It's head was devoid of any features, with spikes sticking out of it. It's body did not have any fur on it at all. Megatron knew what this thing was.

"Soundwave," said Megatron in surprise. After collecting himself, an evil grin appeared on Megatrons face. His most loyal servant, and now greatest weapon was here.

> Chapter 5: Soundwave online
> --------------------------------------------------------------------------




As Megatron stood in front of his once faithful servant, he began to laugh evilly. After about 30 seconds, he calmed down. It was then that Silver Wing stepped forward.

"Um, My Lord? W-what is this...thing?"

"This...this is my loyal communications officer," said Megatron as he turned to face his troops. "Gentlemen, allow me to introduce you to...Soundwave!" The ponies were somewhat nervous about his Soundwave. Megatron did not hid the fact that he was once a giant metal monster. But in all honesty, the crystal ponies just assumed he was a little off. But now, here was actual proof that Megatrons words might have been true. But what if Megatron couldn't control this being? What if he didn't recognized his master. The soldiers were brought out of their stupors when Megatron spoke.

"Soundwave...awaken!" With that, Megatron sent a discharge of electrical energy at the metal giants body. And then Soundwave came online.






Being offline is basically like being nonexistent. Soundwave wasn't dead, but he wasn't alive. His spark was still contained in his body, but he didn't possess enough energy to sustain consciousness. He was like a turned off computer.

Suddenly, Soundwave felt his consciousness return to him. His entire body jerked as he came online. Before his sight and hearing came back, a systems update appeared in his heads up display.

Energon reserves full

Damage at 0%

Systems functional

Sound processor coming online

Soundwave could hear a faint voice.

"-oundwave...an you...ear me?" Though it was faint, Soundwave recognized the voice.

'Megatron?' thorugh Soundwave.

"Soundwave. This is Megatron. Can you hear me?" This time, Soundwave could hear his masters voice, loud and clear. Slowly, Soundwaves vision went from black to normal. Soundwave expected to see the towering form of his great and powerful master. INstead he saw five small creatures. Soundwave recognized them as earth horses. You see, during Soundwaves time on earth, he took up the hobby of observing and researching earth, including history, science, religion and nature.

Soundwave stood up from his sitting position, and proceeded to start walking towards the entrance to the cave, but before he did, he heard the voice of his master.

"Soundwave! Stop at once!" Soundwave turned around, and looked all around, yet he couldn't see any sign of Megatron. Just those same horses. "Soundwave, down here!" Soundwave looked down to see a rey horse with wings and a horn. He was wearing armor, which somewhat reminded him of Megatron.

"Soundwave, it is me Megatron. I brought you back online!" 'Did that horse just talk?' thought Soundwave. Soundwave had never came across any data that suggested that horses could speak. What came as more of a surprise was that this creature was claiming to be Megatron. 'How Dare he!' Soundwave readied his rocket launcher, and aimed it at the horse. Then he fired. What Soundwave did not expect was that the horse raised some sort of energy based field, which completely negated the attack.

"Soundwave! It's me, Megatron!"

'He does sound like Megatron,' thought Soundwave. But Soundwave couldn't imagine a single way that it was possible for Megatron to be this horse.







Megatron knew he would have to convince Soundwave of who he was. After his first attack, Soundwave grabbed Megatron off the ground with his left arm. He brought Megatron in front of his face, and tapped the side of his metal head with his right finger. An image of Megatrons Cybertronian body appeared on Soundwaves face. Megatron heard the rarely heard true voice of Soundwave say;

"Megatron."

"Listen to me Soundwave! I don't know  how I came to be like...this, but it is me, Megatron." Soundwave decided he'd had enough of this impostor. Slowly, Soundwave began tightening his grip around the horse. But in a flash of bright light, the horse disappeared from his grip, and returned to the ground. The other four pony guards stepped in front of Megatron, and raised their spears, despite knowing that they were probably useless against a giant metal being.

"Listen to me Soundwave! My name is Megatron. I was originally named Megatronus, named after one of the original seven Primes. For millions of years, I was an undefeated gladiator in the pits of Kaon. I preached freedom and the return of Cybertron to its former glory. I named my followers the Deceptions. I harnessed the power of Dark Energon, and attempted to raise an army of the dead. Need I go on?"

'Everything he said is correct,' thought Soundwave. But how is this possible? Unless, this creature really IS Megatron. But what happened to him? Well, regardless, this was Megatron. And Soundwaves loyalty to his master was still strong. Soundwave knelt down before his master, and bowed his head. He then played a recording of a group Decepticons chanting; "All hail Megatron!"

"Excellent," said Megatron with a smirk. "Now that you're here, I will explain our situation. I have a plan for you."






Celestia walked down the corridors of her palace, ready to head to the Crystal Empire. Her solar guard would be accompanying her, just in case. Just as she rounded the corner, she ended up bumping into a familiar dark blue Alicorn.

"Oops! We apologize sister," said Luna.

"No problem Luna," said Celestia. The two began walking side by side on their way to Celestias predetermined destination.

"Sister, is it true? Is Sombra really dead?"

"That is what I have been told. I am bringing along my solar guard just in case it is a trap set by the dark king."

"Let us come with you sister," said Luna.

"No. Even if Sombra is dead, the reports say this new leader is even more dangerous than Sombra. I need you to stay here to run things in my absence."

"But sister, we both know that I am more accustomed to battle than thou. It should be us who go to the Crystal Empire."

"Luna, I am positive that I am powerful enough to deal with any threat that may present itself."

"Very well sister, But just promos us-me, that you will be careful."

"I promise," replied Celestia as she nuzzled her inter. "I must be off. Take care Luna.

"You as well," replied Luna. Celestia stepped into her royal chariot, and flew off into the distance, leaving Luna to worry about her sister.

"I pray to out mother that you are safe."





As Celestias chariot touched down onto the ground, she noticed the Crystal Empire looked pretty much the same. When she and her guards entered the city, she noticed it still looked the same. The crystal ponies were still in rags, and dark menacing looking ponies in armor littered the area. It was a slight improvement that the crystal ponies were no longer chained.

"Your highness." Celestia looked down to see an armored pegasus standing before her.

"Yes?" asked Celestia.

"I have been instructed to bring you to his highness," said the soldier.

"Oh, very well." The soldier began leading Celestia and her ilk toward the crystal palace. As they walked, Celestia noticed that there were no longer any statues of Sombra. In their place were several statues, depicting the new leader of the Crystal Empire. The statues were of an alicorn, dressed in menacing looking armor.	

'He does look rather formidible,' thought Celestia. After a few minutes of walking, they came to the entrance of the palace. The solider lead Celestia and company through the castle to the throne room doors.

"The king is in there," said the guard, as two others opened the doors with their magic. When Celestia walked into the room, her eyes were instantly drawn to the alicorn sitting on the throne. His eyes glowed with the same purple mist as Sombras.

"Greetings Princess," said the alicorn in a deep and menacing, yet scratchy voice. Celestia noticed something in her peripheral vision. Her eyes were drawn to the multitude of flags hanging from the walls and ceilings. Celestias heart stopped when she saw the design on the flags.



I can't get the freaking Decepticon symbol image to load



That Symbol. She'd seen it before. Celestias eyes nearly popped out of her skull as dark memories flooded into her mind. Images of giants made of metal, who nearly killed her. 'It can't be,' thought the solar princess.

"T-that symbol. Were did y-you see it?"

"See it? You fool, I designed that symbol myself," said the alicorn king. Celestia began to tremble.

"No. But t-that would mean-"

"Perhaps you've heard of me. I am Megatron." It was then that Celestias world shattered around her.
> Chapter 6: Memories
> --------------------------------------------------------------------------

Celestia just stood there, mouth agape. Soon enough, bad memories returned to her head.

												800 years ago

Celestia sat on her throne, having just finished with the day court. The guards escorted the last noble from the throne room.

“You are all dismissed,” said Celestia. The guards nodded, and then left the room. Celestia stood up from her throne, and made her way to the balcony. It was time to raise the moon. 

Celestia now stood on the balcony. She sighed. How she wished her sister were still here. Every day she lived in regret of what she was forced to do in order to protect herself, and her kingdom. But she still clinged to the hope that one day she would be able to see Luna again. 

Celestia closed her eyes, and concentrated her magical energy into her horn, and focused on lowering her sun. She could feel it as it moved, lowering into the horizon. With that completed, she then raised the moon. Once it was in place, she stopped the flow of magic, and opened her eyes.

Celestia gazed sadly at the night sky. The moon, and the stars just seem to have lost their beauty. Her sister’s work was art, but Celestia felt she couldn’t match her sister’s art. She sighed, and was about to turn around to head back inside, when something caught her eye. She looked to the sky and saw two bright lights. What’s more, they were moving. 

“I didn’t schedule any shooting stars,” said Celestia to herself. She continued to look at the two lights, and saw, that they were getting bigger. In fact, it looked like they were heading towards the…oh no. Celestia saw as the two unidentified objects shot strait into the Everfree forest, causing a large shockwave that shook the entire castle. After she braced herself, she looked to see smoke rising from the forest.

“I need to investigate this. So much for getting a good nights rest.” Celestia sprinted strait to the throne room doors, and threw them open, drawing the attention of her guards. 	“Assemble a team of guards as soon as possible. We need to check that out.”



Celestia and her assembled group of guards now stood in front of the Everfree forest, home to her former castle. Celestia turned to her guards to affirm that they were ready to proceed. Then, she led the way into the forest.

It was about thirty minutes into their trek, when they began to hear voices. Celestia held up a wing, as a signal to her guards. She then told them to take hidden positions, hiding behind the trees. Once they did that, the group looked to the clearing. What they saw were things that frightened even the princess of the sun herself. 

It was two…things. They were giant, at least 10-15 meters tall. They stood on two legs, and appeared to be made of…Metal? They both had these weird things protruding from their backs. They almost looked like wings. And then, one of them spoke.

“Alright, we’re finally here on this Spark forsaken rock,” said the blue one, in a definitely male voice. “What are we supposed to do now Thrust?” The one identified as Thrust responded back to his companion.

“Well Dirge, now we have to find that Energon source. And my scanner says it that way.” The one known as Dirge pointed in the direction of Canterlot.

“Then lets get going.” Celestia was about to leave her cover to question the intentions of these titans, when she felt a hoof tap her on the wither. She looked over to see her captain of the guard, Strong Steel. 

“Princess, please stay hidden. My men and me will find out these creatures intentions. The Princess nodded, somewhat reluctantly. Her captain Signaled to his men, and then the group left the cover of their trees. 

“Halt creatures!” said Strong Steel. The two metal creatures turned to face the ponies.

“Look what we have here,” said Dirge. “Organics. And puny ones at that.”

“And look, they can talk! How cute,” replied Thrust.

Captain Strong Steel used his wings to fly up to eye level with Thrust, and then addressed him. 

“I am Captain Strong Steel of the Equestrian Guard. I demand you tell me your intentions."

“Hehe. Look Dirge. The puny organic is giving me orders,” said Thrust as he turned his head to look at his companion. The other giant chuckled at this. Then, thrust turned his attention back to the pony. “Well little creature, me and my friend here are searching for something. And we’ll kill as many of you pathetic creatures as it takes to get what we want.”

“I will not allow you to harm our citizens!” proclaimed Strong Steel. The metal giant just laughed, and raised his hand. He then flicked Strong Steel with his finger, the force rocketing the captain strait into a tree. The force shattered his spine, casing him to fall to the ground, dead, along with breaking the tree. Celestia watched in horror as his body hit the ground.

“How dare you! Men, attack!” yelled a unicorn guard. The ponies rushed and attacked the two beings, hitting them with magic blasts, and spears. But these attacks did nothing to the two giants. They just laughed. Dirge reached down, and picked up one of the unicorn guards, who screamed in terror. Dirge gripped him tight, and positioned his thumb underneath the pony’s head.

“Organic had a baby, and his head popped off!” said Dirge, as he raised his thumb, causing the ponies head to separate from his body, flying into the air in a visceral of blood, and bone. Dirge just laughed, and dropped the body. Then the two turned to face the rest of the group. 

“I’ll take care of them real quick,” said Thrust. Celestia watched in horror, as Thrusts arm changed shape. He then held his transformed arm, and aimed it at the remaining ponies. Unexpectedly, the changed arm shot blasts of pure energy at the remaining ponies, obliterating them in an instant. Celestia felt tears approach her eyes, as she watched her little ponies die.

The two giants laughed for a few seconds, before Dirge spoke up.

“Come on Thrust, let’s go find that Energon source!” And then the two did something that Celestia did not suspect. Their entire bodies morphed, and shifted, changing completely. Celestia watched as they flew at incredible speeds towards her beloved Canterlot.

Celestia stepped out of cover, and gazed at the body of her former captain of the guard. She wiped the tears from her eyes, before looking towards Canterlot with a look of determination.

“Don’t worry my little ponies. I WILL stop those monsters!” Then she used her magic to teleport to her castle. She found herself just in front of the entrance to the castle. She saw two guards standing at the entrance.

“Guards quick! We are about to be under attack! Ready the guards, and evacuate the citizens!” The guards nodded, and then rushed to fulfill their duties. But just then, Celestia heard the sound of high speed flying. She turned to see the two monsters approaching quickly. They transformed, and reverted to their bipedal forms, landing on the ground, while smashing apart various buildings. Celestia’s eyes widened in horror, as she saw the buildings being crushed, no doubt ending numerous ponies’ lives. She couldn’t watch these creatures destroy her people any more. She gave her wings a powerful flap, launching her into the air. She then flew towards the two giants, determined to end the carnage, as ponies panicked, and ran for safety.

Using her Royal Canterlot voice, she shouted to the giants; “Halt villains!” The two beings looked to her.

“Just who are YOU supposed to be?” questioned Dirge.

“I am princess Celestia, ruler of the nation of Equestria, and Princess of the Sun! And I will NOT allow you to harm my little ponies!” The two beings laughed hard, before Thrust spoke up.

“We obliterated your precious little ponies in ten seconds flat! You don’t stand a chance!” 

“We’ll see about that!” Celestia flew backwards, putting some distance between her opponents. She then charged her horn, and shot the most powerful blast of magic she had at Thrust. The blast knocked him back, causing him to fall on top of another building.  The blast left scorch marks on his chest. His ally swung his arm, slamming it right into Celestia, launching her towards a building. She broke through the wall, landing inside. Luckily, her Alicorn endurance kept her from suffering any Major injuries.

Celestia stood up, and shot forwards, using her magic to turn her into a living bullet. She shot strait through the body of Thrust, shooting strait out his back. She landed on the ground, and then flew back into the air. Thrust looked down to the wound in shock, before putting a hand to his wound. 

“I-impossible,” he said, before falling to the ground, dead. Dirge looked at his companion in horror. How could an organic, kill a Decepticon warrior?

“You little piece of scrap!” he yelled. He transformed his arm into a blaster, and shot at Celestia. She used her magic to erect a shield around her body, but the blast was too powerful, and it shattered her shield, sending back. She slammed strait into the ground, leaving a crater. 

Celestia got up as quickly as she could. She was covered in cuts and bruises, and she was pretty sure her leg was broken. But knowing that she didn’t have time to lick her wounds, she shot into the air again. She knew she had to end this quickly, or she would be killed. She charged as much power as she could into her horn, and used her magic to grab the two halves of the Decepticon. Using every ounce of magic she could, she ripped the warrior into two pieces, and dropped the pieces on the ground.

Celestia was exhausted from the fight, but had enough energy to glide down to land on the chest of the dying bot. She looked down and saw she was standing on a strange looking symbol. She then walked up and looked her in the eyes.
“Any last words you monster,” she said. The robot lifted his head to look Celestia in the eyes. 

“Y-you th-think this i-is the end? M-my master w-will avenge me.”

“Who is this master of yours?” 

“M-megatron. And he…he is stronger than any other of our kind. He is undefeated…and…and he will kill you too. All…hail…Megatron,” this was the last thing he said before his head fell to the ground.

Celestia came out of her flashback, and cast her gaze at the Alicorn now claiming to be the lord of the giant creatures. And then she laughed. She laughed for a good thirty seconds, before recovering.

“What is so funny?” asked Megatron unamused.

“Y-you can’t be Megatron. Haha, you’re a pony, not a giant creature!”

“Well, then maybe this will convince you. SOUNDWAVE!” Celestia’s eyes widened, and her laughing stopped, when she saw a giant set of doors open to reveal…one of them. The being known as Soundwave stepped into the room, nearly reaching the roof.

“No…no…nonononono!” cried Celestia. She could hear Megatron’s laughter echoing through her ears.

“I don’t know how I came to be in this form, but I do know that this world will bend to my rule! Now, I think this meeting is over. Guards, escort her out!”

“Y-you’re not going to kill me?” 

“No. I want your people to know that destruction is heading their way. I want to relish in the fear I know you will experience. So go, warn your people that war is coming. Because soon, this whole world will be mine to control!”

Celestia was led out of the palace, and escorted to her carriage. She boarded, the chariot, and ordered the pegasi to get her to Canterlot as soon as possible. When they asked why, she simply responded;

“War is coming.”
	
> Chapter 7: Preparation
> --------------------------------------------------------------------------

Celestia sat alone in on her throne, waiting. She had instructed her guards not to let anypony in, until the Elements arrived. As she sat there, she just stared at the floor, thinking. She had a terrible feeling in her gut, and it was more than justified. This new enemy just might be the most dangerous she’d ever faced, especially if he commanded more of those…things.

Celestia turned her gaze to the windows depicting the most important events in equestrian history. They showed the defeating of Nightmare Moon and Discord, the return of Princess Luna, and the founding of new bearers of the Elements of Harmony. But there was one event that had not been recorded; her confrontation with the metal giants. That legend had all but died, barely remembered by anypony but her. She had made sure of that, for if ponies knew that giant aliens such as those existed, there could be mass panic.

This situation had caused Celestia no short amount of worry. If this Megatron really was who he claimed to be, which she was positive he was, then he just might possess an army of those beings. And that would be disaster.

Celestia was brought out of her thoughts, by the sound of teleporting. She looked to see that her sister Luna was now in the room.

“Sister, what is going on? The guards would not let me in,” said Luna as she trotted towards Celestia.

“Luna, I…I wanted to be alone.”

“Sister, is something wrong?”

“You could say that Luna…I…there is something I need to tell you.”

“Go ahead.”

“Not now…I want to wait until the Twilight and her friends arrive.”

“If that is your wish,” said Luna as she walked up to the throne, and sat next to her sister. “Just know, that whatever it is, we will deal with it together.”

“Thank you Luna,” said Celestia, as she hugged her sister. The two waited there, until they heard a knock at the door. Celestia assumed it was probably the Elements. “Enter!” she called. The doors where opened by her guards, to reveal the six elements of harmony, who walked into the throne room. 

“Please close the doors behind them,” requested Celestia. The guards nodded in confirmation, and proceeded to close the doors behind the Elements. 

“Princess Celestia, we came as soon as we could! What’s the emergency?” questioned Twilight Sparkle.

“Thank you for coming girls, have a seat. We need to talk,” said Celestia.

The six mares did as instructed, and sat down in front of Celestia’s throne, prepared to listen. Celestia took a moment to compose herself, and then began to speak.

“A new threat has arisen. One that just might be more powerful, and more dangerous than any of the villains we’ve faced. And if we don’t do something, it just might destroy Equestria. It just might destroy the world.” The elements, and Luna’s eyes widened in alarm.

“It was about 800 years ago. Canterlot had become the new capital of Equestria, and I was ruling alone. I remember it like it happened yesterday. They came from the sky, from a planet far away. Two giant aliens, made completely out of metal.” 

Celestia gaged the pony’s reactions. Every pony in the room, including her sister had various facial expressions, ranging from disbelief, to fear.

“I was able to defeat them, but not without sustaining many injuries, and pushing my magic the limits. On his death bed, one of the monsters claimed that one day his master would appear to avenge them…well, I am sad to say, that day has come.” The ponies in the room gasped in surprise.

“You mean, one of these beings is on Earth?” questioned Luna.

“Yes…but not him. You see, recently king Sombra was deposed…by an Alicorn.”

“Wait, I thought there were only 3 Alicorns in the whole world?” questioned Rainbow Dash.

“I don’t know how, but their leader, Megatron, has taken the form of an Alicorn. His magic is strong, very strong. Not only that, but he has brought one of those metal titans along with him.”

“How is that possible?” questioned Rainbow Dash. “How does a giant metal alien turn into an Alicorn?”

“Unfortunately, I do not know the answer to that question. And it appears, neither does he.” The ponies sat in silence for a few moments, before Luna broke the silence.

“Why have you never told me of this before Tia?” Celestia was silent for a few seconds, before replying.

“I didn’t want to worry you, because honestly, I just wanted to forget about them, and pray that they never returned. After the first few hundred years that they did not return, I thought that perhaps they never would come back, that they had forgotten about us. But it appears fate has decided to throw them back into Equestria.”

“So, what are we going to do?” asked Twilight.

“We must build an army, one far greater than we currently have. We will need to ask the other nations of Earth for help. For now, I am placing Equestria on high alert. I will dispatch the royal guard to all Equestrian cities. Also, I must ask that the six of you stay here in Canterlot, incase it is attacked. The Elements of Harmony may just provide the advantage we need.”

“What about Spike? He’s still in Ponyville!” exclaimed Twilight.

“I will send for him, don’t worry Twilight.”

“Don’t worry Princess, we’ll kick those freaky aliens’ butts!” said Rainbow Dash.

“I hope so,” replied Celestia.

“So, sister, what is our first move?” asked Luna.

“We must send word to the other nations that we need help to defend the world from this threat, starting with the Dragons. They could mean the difference between victory and defeat.”





Megatron Sat upon his throne, with Soundwave standing next to him. Currently, Megatron was looking at the display monitor on Soundwave’s chest.

“Are these designs complete, Soundwave?” asked the Dark Tyrant. Soundwave nodded in confirmation. “Then we must begin construction immediately.” Just as Megatron said that, the two heard the screech of Soundwave’s Minicon, Lazerbeak. The spy flew to Soundwave and attached itself to his chest.

“I see our spy has returned. What news does he bring?” Lazerbeak proceeded to replay the conversation between Celestia and the element bearers. Once finished, Megatron rose from his throne, and walked over to a window. “Well, it appears that our enemies intend to mobilize an opposition. We will have to beat them to it.” Megatron called for one of his Crystal guards. “Prepare a squad of soldiers to accompany me to Dragon territory. It is time we build an army of our own.”


> Chapter 8: Smooth Talking
> --------------------------------------------------------------------------

	Very few were brave or foolish enough to enter dragon territory, unless of course they were a dragon. The land was composed of fire and brimstone, no plant life to be seen for miles. It is the perfect place for beasts such as these. The majority of the dragons, both young and old, resided in the largest volcano in the territory. This was where Megatron was heading. 

Megatron flew at the front of a squad of Pegasus guards, heading straight for the mountain. High above the clouds, concealed from view, was Soundwave himself, carrying a special package that Megatron had ordered be brought with them. Lazerbeak had transformed into a chest piece, attached to Megatrons breast. This was his way of communicating with Soundwave. After hours of flight, the volcano came into view, along with several adult dragons on the outer rim. 

“Soundwave, stay above the cloud layer until I call for you. Do not let them see you,” ordered Megatron. He then turned to look at his pony followers. “We’re here. Prepare yourselves.” With that, Megatron and his guards began their descent into the volcano’s crater.

The dragons all turned their gaze to view the newcomers. Megatron and his group landed in an open area, a decent distance from the dragons. The reptilian bests all looked to the group of ponies, wondering what they were going to do. And then Megatron stepped forward.

“So, these are the mighty dragons I have heard so much about. I must say, I am impressed. Where is your leader?” A loud roar could be heard echoing throughout the crater. All eyes turned toward a large pool of lava. Slowly, the lava began to rise, and take shape. Soon enough, the molten liquid dripped off of the form, to reveal a large steel colored dragonhead. Next, a large claw rose, and clawed at ground. Soon, the rest of the beast emerged from the lava, revealing the dragon in full form.

It was large, larger than the others. It had long sharp spikes running down its spine, as well as protruding out the back of its head, and elbows. Its claws were as long as a pony, and sharp like a sword. 

The dragon made his way towards the ponies, the others moving to make room for him. Once he was a decent distance from the ponies, the dragon lowered his head to near eye level with Megatron.

“You are either brave, or foolish to come here pony,” said the Dragon.

“I fear no creature,” replied Megatron, who did not so much as blink when the dragon got close to him.

“Perhaps, but I can see your followers are not as brave. I can see them tremble.” Megatron turned his head towards his group, and sneered, before returning to look at the dragon.

“That is why I have come,” said Megatron. “You see, I have plans, and I do not believe my crystal guards are enough to accomplish my goals. Which is why I have come here.”

“What exactly is it you have come here for?”


“I have come to convince you and your kind to join my forces, in the coming conquest of Equestria.”

“You think we will serve you? What could possibly give you such an arrogant notion?”

“I have been learning much about these lands, since my arrival. And I have learned much about your kind. I’ve learned of your power and ferocity. It is so great, that all other races fear you. But it is a shame really.”

“What do you mean?”

“You dragons are quite large, but unfortunately, you are confined to your lands. When ponies and griffins see you in their lands, they dispose their armies to drive you out, stealing the gems and gold you leave behind. They treat you like monsters, instead of intelligent beings.” Then, another dragon, a large red one with wings made his presence known.

“It’s true! I had made my home in a cave near a pony village, but was attacked, and driven from my home by ponies. I was even forced to leave behind my hoard!”

“If you join me, I will grant you the land you deserve, as well as provide you with the gems we acquire through conquest. I have no need for them.”

“Hm…your offer is intriguing. But how are we to believe you are any different from countless other ponies we have come to know. I can see you are an Alicorn. What differs you from the princesses of Equestria?”


“I was not always an Alicorn. Neither was I always a pony.”

“What do you mean?”


“I was once…like him. SOUNDWAVE!” With that, the clouds parted as the Cybertronian transformed, and landed on the ground with a large thud. In his hands, was a large crate filled with gemstones.

“What in the world?” questioned the dragon. Soundwave walked forward, and set the crate in front of the dragon, and then walked backwards next to Megatron.

“An offering,” said Megatron.

“What is this…this thing?”

“This is my second in command, Soundwave. He comes from my home planet of Cybertron.”

“You are from another world?”


“Yes, I am. I was once like him, but now I find myself in the body of an Alicorn.”

“I see. Well, your offer is intriguing, but how do we know you will succeed. The Alicorns are powerful, and have never been defeated. What makes you think you will succeed?”

“My experience in warfare spans millions of years. And before that, I was the champion gladiator in the pits of Kaon. I have slain opponents hundreds of times larger than myself.”

“Still, the Alicorns have in their possession a weapon unlike any other. The Elements of harmony are capable of defeating any opponent, even Discord.”

“I have my own super weapon,” said Megatron, who unsheathed his Dark Star Sabre. “Watch and behold my power.” Megatron spread his wings, and took to the sky. The dragons all watched as Megatron turned to face a far off mountain. Megatron then reared back his sword, and swung it. To the dragon’s surprise, a humungous wave of energy released from the blade, which shot towards the mountain. The wave cut through the mountain easily, causing the top to crumble and fall. The dragons all watched in awe as Megatron returned the group and re sheathed his sword.

“Incredible. Where did you acquire such a weapon?” said the dragon.

“I forged it myself,” replied Megatron.

“Perhaps, we could actually defeat the Equestrians. We may just succeed in ending their thousand year Reich.” 

“So, do I have your service?” The dragon turned his head, taking a few moments to think things over, before looking back to Megatron.

“It is time for a change in leadership. Celestia has ruled for too long. You have our servitude. What is your name?”

“I am Lord Megatron.” The dragon turned his head to look at the other dragons.

“DRAGON HOARD! WE NOW FOLLOW LORD MEGATRON AS HIS ALLIES IN THE COMING CONQUEST OF EQUESTRIA. HAIL!”

“HAIL!” chanted the rest of the dragons, over and over again. Megatron smirked. ‘All according to plan.’



	




> Chapter 9: We need your help
> --------------------------------------------------------------------------

	Celestia sat in her royal chariot, which was currently being pulled by a group of pegasi. Two more chariots were being pulled, flanking Celestia left and right, each chariot carrying a group of Unicorn guards. You couldn’t be too safe now a days. 

Celestia’s destination was Griffonstone, capital city of the Griffon Empire. The griffons where known for being a fierce warrior people. Just the help the Ponies needed in the coming battle against Megatron.

Soon enough, the city came into view. The city was much like Canterlot, with busy griffons all about the place, houses and other buildings littering the area. And in the distance was the palace. The palace was majestic, yet it also appeared to be built in a way that was designed to provide a strategic advantage in the case of it being attacked.

Celestia’s chariot touched down on the outskirts of the city, where there were fewer griffons. Once they had landed, Celestia exited the chariot, and headed towards the entrance to the city with a group of guards, leaving the others behind to keep the chariots safe. 

The princess made her way to the gates of the city, where a small group of armored Griffon guards were standing at attention. Once she came close enough, the two guards on each side of the gate used their spears to block the entrance. Then, a single griffon, most likely the higher rank of the group, made his way towards the princess of the sun.

“Princess Celestia,” greeted the guard. “What brings you to our fair city?”

“Hello. I am here because I need to speak with your Emperor. It is of the utmost importance.” 

“Hm…very well.” The guard turned around to face his subordinates, and commanded them to open the gate. They did as instructed, and soon, the doors to the city were open. The griffon then turned back to face Celestia and her ponies.

“We will have a group of guards escort you to the palace, your majesty.”

“Thank you,” replied Celestia. She and her group of pony guards made their way through the gates were she was met by a group of griffon guards. The guards then began leading the group of ponies towards the palace.

As the group walked, many of the guards noticed just how similar this city was to Canterlot. There were more guards here then in the Equestrian capital, but overall, the two cities were very similar. There were griffons, young and old, going about their business, the young playing, while the older ones worked, went in and out of stores and such, doing their daily errands.

As Celestia walked, she saw many of the citizens of Griffonstone were looking at her, with a mixture of surprise and awe. It wasn’t very often that she came to the capital personally. The group came to a halt when a young chick, no older than five, ran up to get a closer look at the Alicorn. The youngling had a look of pure wonder as she gazed up at the princess.

“Wow, a weal Awicorn,” said the child, clearly not old enough to have mastered pronunciation. The scene brought a smile to Celestia’s face, as she giggled in response. The child’s mother ran up to them, and pulled her child back.

“My apologies your highness,” said the griffon.

“Think nothing of it,” replied Celestia as the group started walking again. As the group made their way towards the palace, Celestia’s mind drifted back to the young chick. The child had such innocence, and wonder. It was this that the Alicorn wanted to protect. For if Megatron succeeded in his conquest, such things would become extinct in the new era of darkness. That is why she needed to win this fight.

The group finally came to the palace, and were escorted inside. The ponies gazed about the main entrance hall, and saw a wide variety of paintings and statues. In front of them was a large set of double doors, presumably to the throne room. One of the escorting griffons separated from the group.

“I will go tell our Emperor of your arrival,” said the guard. Celestia nodded her head in response, and the Griffon made his way towards the doors. He spoke to the two guards flanking the doors, and after a brief conversation, he made his way inside. 

A few minutes later, the doors once again opened, and the griffon walked out of the throne room, towards the ponies.

“His majesty will see you now. He does request that your guards stay out here though,” explained the griffon.

“Very well,” replied the Alicorn. She separated herself from the group, and made her way into the throne room. The throne room was similar to hers in Canterlot, though it was a bit darker colored. The walls were lined with art, and banners, as well as some stained glass windows, showing off important parts of the Griffon Empires history.

Celestia turned her attention to the throne at the end of the room, where the King sat upon his throne, with two guards standing attention on either side of the throne. Celestia stopped walking about ten feet from the throne, and bowed her head.

“Emperor Günter,” greeted Celestia.

“Ah, Princess Celestia! It has been too long,” said the Emperor as he stood up from his throne, and made his way towards the Princess. The tow hugged each other like the old friends that they were. When they disengaged, Günter made his way back to his throne, while dismissing his two guards. Once they were out of the room, the Emperor spoke.

“So Celestia, what brings you to my home?” Celestia closed her eyes, and hung her head slightly.

“Unfortunately, I did not come here on a social call. I came, because I need your help.”

“Oh? What seems to be the problem?” questioned the griffin leader.

“A new threat has arisen. A new warlord has taken control of the Crystal Empire, and he has set his sights on Equestria.”

“You have never needed our help to deal with your enemies before. You were able to stop Tirek, Discord, and Nightmare Moon on your own. This new threat can’t be all that different can it?”

“Unfortunately, he is. You see, our new enemy is far greater than any of our past foes. Not only is he an Alicorn, but he has managed to depose Sombra.”

“An Alicorn! And he’s that powerful?”

“Yes. But what concerns me more is the force he commands.”

“You mean an army?”

“Not just any army. You see…well this is…” Celestia sighed. “You see, centuries ago, when I was ruling Equestria on my own due to my sisters absence, two beings not of this world attacked Canterlot.”

“Not of this world? Do you mean demons, or some sort of spirit?”

“No, these beings were from the stars. Only, they weren’t living beings like you or I, no they were giant sentient beings made of Metal. Taller than buildings, with enough power to level a city if they so choose.”

“Wait a second…. are you telling me that such a threat was never reported to the other nations? How could you keep us in the dark?”

“I felt that knowledge of these beings would cause a panic. Furthermore, I was able to defeat them both, though it was not easy. I had hoped that we had seen the last of them, but clearly I was wrong.” The Emperor closed his eyes and sighed, before returning his attention to Celestia.

“So, what does this have to do with this Alicorn?”

“Eight hundred years ago, as the last of those metallic titans died, he spoke of a leader, one more powerful than any of their kind. His name…was Megatron.”

“Megatron,” said Günter, rolling the name on his tongue.

“Yes. I recently met with the Alicorn who defeated Sombra. He called himself Megatron, and proved to me that he is the same being. I don’t know how, but he has somehow managed to change forms, becoming an Alicorn. This enemy has already brought one of his former minions to Equestria, and I fear he may plan to bring more to our world. If this were to happen, our entire world could end. Every race, enslaved to his rule.”

“This is…this is very disturbing news Celestia….”


“I know. That is why we need your armies help. If we get enough support, we can make our move against him before he is able to contact more of his forces. We know he already controls the Crystal Empire and its forces, and we fear he will attempt to expand his army soon. Equestria needs your help if we are able to defeat this enemy.”

Günter sat there, eyes closed, in deep thought. He stayed like that for several seconds, before opening his eyes, and stepping down off his throne, towards Celestia. When he reached her, she extended his talons, to shake with Celestia.

“This threat sounds like it could be the end of every thing we know. You have my support.” Celestia smiled, and took the Emperors claws, shaking. “Tell me what you need.”

“Of course. Once we shall discuss what to do soon. For now, mobilize you forces, and get ready to fight.”

“As you wish.” Celestia smiled to her friend, and left the throne room, regrouping with her guards, and proceeding to leave the castle. Once they were gone, Günter let out a deep sigh.

“They’re gone,” he said. The clip clop of hooves could be heard, as a pony in menacingly sharp purple armor stepped out from behind his hiding place.

“Very good,” said the pony, his voice deepened by the magical enchantments on his helmet. “You have played your part well. I trust you understand what to do next?”

“Yes, yes…tell me…is she safe?”

“Of course, your daughter is being kept safe back in the Crystal Empire.”

“When will you return her to me?”

“She will be returned once Lord Megatron’s victory is complete.”

“Don’t you dare hurt her.”

“As long as you do as you are told, she will be kept safe,” said the pony as he made his way towards the back exit of the building. “And who knows. Perhaps our Lord will allow you to keep your throne after the world is under his control.” With that, the pony left the room, leaving the Emperor completely alone. And so, he closed his eyes… and cried. 

> Chapter 10: News Spreads Fast
> --------------------------------------------------------------------------

The Badlands. An area known by many in Equestria as a barren wasteland.  Dry, and dusty, very few kinds of creatures are able to call this land their home, with any success. But while most creatures avoid this land, there is one species that comfortably calls this land home; The Changelings.

Deep beneath the scorching desert, exists a kingdom, an empire, hiding in the dark underground. The buildings were crafted out of ebony rock, constructing a large city, illuminated by green flames, flickering on torches that lined the city. In the center of the city, lies the largest, and most impressive structure in The Badlands. The cathedral like castle, belonging to the ruler of the changelings, towered over all other buildings, it’s spire like tip nearly reaching the roof of the cavern that the city resided in. 

The Changelings went about their business, acting much like ponies in a way, trotting along the streets, while others flew in the air. As most changelings minded their own business, one changeling hurriedly dashed through the street. This changeling quickly made its way, flying in the air, heading for the castle, which housed its ruler.

The changeling weaved past the others, flying as fast as it could. It landed right in front of the main entrance, which was being guarded by two armored changelings. The rushing changeling stopped in front of the two guards, and raised its foreleg in a salute, which was mimicked by the guards with salutes of their own.

“I bring important news from the Crystal Empire. I must speak with the queen immediately.” The guards nodded, before standing aside, letting the other changeling through. He then made his way into the castle’s main foyer. The changeling knew his way through the castle, and quickly navigated through it, before coming to a large set of double doors, being guarded by yet another pair of changelings. The first changeling saluted once again, and repeated its previous actions. The two guards nodded, and allowed the changeling entrance.

The double doors opened, and in walked the changeling. The throne room was decorated with pillars, keeping the roof up, and stained glass windows lining the walls. And in the far end of the room, lay the throne of the ruler of the Changelings; Queen Chrysalis. The sovereign ruler of the changelings sat there, guarded by two armored changelings. 

The first changeling ran up the carpet lining the path to the throne, and stopped once it was within proper range. Lowering itself to a kneeling position, the changeling spoke to its ruler.

“My Queen, I bring news from my scouting in the Crystal Empire,” stated the spy.

“Really now,” responded Chrysalis. “Do tell.” The changeling stood up from its bowing position, and began to tell its tale.

“Your Highness, during my time within the Crystal Empire, some major changes have occurred. The most important, is that King Sombra has been slain.”

This news caused Chrysalis’s eyes to widen in surprise.

“Really now? This is quite shocking. So, the Equestrian Princesses finally killed him. It took them long enough.”

“My Queen, it was not the royal sisters who deposed the king. It was a male Alicorn!”

“What? Do you think I’m such a fool, that you can trick me with such a tale?”

“It-it’s true my Queen! It was an Alicorn Stallion! He came from the frozen tundra and defeated Sombra. He’s since taken control of the Empire for himself!”

The Queen now considered the news that she was being told. If this story was to be believed, then it was quite an interesting turn of events. A being stronger than the dark king? And an Alicorn no doubt! Intrigued, Chrysalis decided she wanted to know more.

“Tell me more,” demanded the Queen.

“This new Alicorn leader is proving to be no better than Sombra, possibly even worse! He’s been building up military strength, and I believe he’s even made an alliance with the dragons! He plans to conquer Equestria, and take down the Princesses!”

“Take down the Princesses?” said Chrysalis, somewhat in disbelief. Many had come and gone, all failing to defeat Celestia and Luna. Even her. Her defeat at the hand of the ponies left the Queen angry and bitter. She had failed to secure a prominent source of love for her people, all because of those ponies and their precious love. It sickened her, and not a day had gone by that she didn’t scheme for revenge. 

If this new Alicorn truly did exist, and if he was planning to take down the Alicorns, then perhaps allying herself with this new ruler would prove useful. If he already had the dragons under his hoof, then he must be building quite the military force. If she could worm her way into this Alicorns inner circle, and gain his trust, then she could take this army for herself, and get her revenge on Equestria! After all, she was a female, he was a male. She knew how to manipulate stallions. It would be simple, easy.

A grin came to the Queens face as she thought about how her plans for revenge would soon come to fruition. She would drain this new Alicorn of his love energy, and suck the whole of Equestria dry to feed her subjects!

“This is very interesting news,” said the Queen as she stood up and sauntered her way to the changeling spy who had delivered the information. “You have done well my faithful drone. I believe that we as a kingdom could make great use of this information. If this Alicorn is as powerful as you say, with a military force as great as you say, then I believe an alliance would prove very useful to us. Why, with his aid, we could bring Equestria and its precious Princesses to their knees!” 

The Queen began chuckling to herself, thoughts and ambitions filling her mind. It would be simple to gain this leaders trust, and once she had him, she’d crush him, and take his army for herself. It was all so simple.

“Tell me, my faithful servant, what does this new leader call himself?” questioned the Queen to her underling.

“My Queen, he calls himself; Lord Megatron.”
> Chapter 11: All too Familiar
> --------------------------------------------------------------------------

Deep beneath the surface of the Crystal Empire, in the catacombs of the gem mines that King Sombra once held so dear, the citizens under Megatron’s mighty rule were laboring intensively. The earth ponies were hard at work, transporting carts filled with metals, organized by type. Meanwhile, the unicorns and the pegasi were busy forging the metals into the appropriate shapes as dictated by Soundwave’s designs. Others worked to assemble the newly built pieces together.

All ponies working on Megatrons secret project were forbidden to leave the underground. They were confined, like the slaves they were. The only ponies who were allowed to leave were the armored guards who kept the ponies imprisoned.

And standing above the makeshift factory was the supervisor of the project: Soundwave, with his master Megatron standing near him on a balcony. Soundwave was in charge of making sure the ponies stayed on task, shaping and cutting the metals, and assembling them 100% accurately to his designs.

“They’ve been making surprisingly good progress, for such a primitive species,” stated Megatron to his subordinate. Soundwave nodded in reply. “Do whatever you have to, to make sure they stay on track. I want this project completed by the deadline.” Soundwave confirmed his master’s order. “I have other business to attend to. I leave you in charge.” Megatron turned and made his way to the staircase, which led to the surface. He climbed the steps, exiting the doorway, which led to the underground, which was guarded by two soldiers.

Megatron, flanked by two guards, started making his way towards the palace. As he walked, a grey Pegasus with blue hair, one of Megatrons aids, named Grey Shine, approached his master, and walked along side him.

“My Lord, I bring an update of our affairs,” said the pony, with his raspy voice.

“Then speak,” replied Megatron.

“The Griffon king has submitted to our will ev-“

“MY will,” stated Megatron, cutting his servant off.

“Yes, of course, YOUR will, my Lord. The king has agreed to act as your inside man, and when the time comes, his loyalties will lie with you.”

“Good. Make sure his offspring stays alive, but let no one know she is here.”

“We have taken all precautions. She is kept in a cell deep down in the dungeons. We’ve taken the liberty of clipping her wings, so that should she somehow break free, she will not be able to fly anywhere.”

“An important precaution to take,” replied Megatron.

“As for the dragons, they are preparing for the upcoming conquest. With their might, Equestria will fall quite easily.”

“Have they been approached by our enemies yet?” questioned the warlord.

“Not yet, but we assume they will try eventually, and try to win them over to their side.”

“Station a garrison there, to make sure the dragons stay loyal to us.”

“Of course my Lord,” said Grey Shine, as he bowed, departing.

‘He is as much of a conniving snake as Starscream,’ thought Megatron. He had a certain sense when it came to people like him, forged by years of working with possible usurpers. Starscream was the most recent, but not the first. Many had tried to overthrow him in the past, and none had succeeded.

As Megatron entered the palace, a pony ran up to him, bowing, before walking behind him.

“Lord Megatron, we have…unexpected visitors,” said the pony.

“Is it an attack?” questioned the despot.

“No my lord, it is…a foreign delegate, who…wishes to align herself with our cause.”

Megatron came to a sudden stop, and directed his full wrath on the pony.

“WHAT! Are you telling me that our plan has been leaked!” shouted Megatron, causing the pony to cringe beneath him.

“It…it appears that she had s-spies planted in the Empire, since before you took power,” said the cowering pony.

Megatron scowled at the pony, before turning and walking away.

“Once I’ve made it back to my throne room, bring her in. I will see just what this supposed ally’s intentions are.”

“She’s already there my Lord,” replied the pony. Megatron growled.

‘The presumptuousness of this supposed ruler…for her sake, she had better have something to offer me.’





Queen Chrysalis stood confidently in the throne room of the Crystal Empire, flanked by four of her best warriors. She waited for the infamous new ruler of the empire to enter his throne room. She knew that she had plenty to offer the supposed male Alicorn. And once she had dug herself deep into his operation, she would dispose of him, and take control, not only of his empire, but of his plans for conquest as well! If she played her cards right, not only would she defeat and conquer Equestria, but possibly the entire world! Just the thought filled her with excitement.

The doors to the throne room opened. Chrysalis and her changelings turned, and were greeted with the sight of the new master of the Crystal Empire.

The first thing she noticed was his height. He was just as tall as her, with a dark purple horn that seemed to be made of crystal, jutting from his head. He had red, resentful eyes that permeated a purple glow. He wore armor, of a similar color to his own fur. It was jagged and sharp at the ends, a truly menacing sight.

After observing the Alicorn, Chrysalis’s eyes were drawn to the sheathed weapon he carried on his person. It appeared to be a sword of some kind. Chrysalis’s breath caught in her throat, as she felt the raw power that emanated from the weapon. It was as if it had sucked in a piece of her soul the moment it entered her vicinity.

‘That weapon,’ thought the Queen. ‘It’s a spawn of the darkest of magic.’ The changeling made a note, that she would be cautious of this blade.

As the Alicorn strode past Chrysalis, heading for his throne, she composed herself, and prepared to address the dark lord.

“Ahem. You must be Megatron,” said the queen.

“It is LORD Megatron,” said the stallion, as he took his seat upon his throne.

“Yes, of course, Lord Megatron. I am Queen Chrysalis, leader of the Changelings.”

Megatron wracked his mind, before it brought him to something he had read in a book.

‘Changelings,’ thought the Cybertronian. ‘The shape shifting creatures that feed on emotion. Sickening parasites.’

“Why have you come here?” questioned Megatron, already knowing the answer.

“I have come to lend you my services, oh mighty Megatron. You see, I too harbor a grudge against the Equestrians, and I wish to have a role in their downfall,” proclaimed Chrysalis, attempting to lace her words with honey.

Megatron looked into Chrysalis’s eyes, and could instantly read her, mind, body and soul. In the Changeling Queen, Megatron saw an all to familiar personality. She was a sycophant, merely seeking way to serve her own needs. Megatron had gained a talent for spying these types through the millennia he had led the Decepticons. This queen would try to dispose of him as soon as she could.

‘She is just as treacherous as that Airachnid. Fitting, since their both insects.’

“Shape shifters would be an interesting addition to my army. But I doubt you would surrender any of your own power to me. What goal do you seek in this conquest?”

“I merely wish to see Equestria fall, so that I can provide adequate sustenance for my changelings. All I desire… is a place at the table.”

Megatron kept a neutral face, but smirked internally as memories of a certain human came to mind. An inferior being who tried to be more than he was meant to be. It was as if this Chrysalis was the embodiment of all those in the past who had attempted to out smart Megatron, with no success. The dark tyrant would enjoy crushing this bug when she outlived her usefulness. This queen thought she could manipulate him. How wrong she was.

Megatron descended the steps to his throne, and stopped a few feet in front of Chrysalis.

“Then welcome, Chrysalis. You shall have your place with us, and our conquest of Equestria.”

The two tyrants stood before each other, each bearing confident smiles, each one knowing that this alliance would not last forever.


> Chapter 12: The Coming Fire
> --------------------------------------------------------------------------

Celestia stood on her balcony, feeling the cool summer breeze blow through her mane. She shut her eyes, and took a deep breath, letting her body relax as she enjoyed the warmth of the sun to envelope her. With the sun now raised, the Alicorn of the sun returned to her room, preparing to enjoy a nice cup of tea.

Celestia took a seat at the table she had in her room, upon which was her tea set. Having brewed a batch before she had raised the sun, Celestia raised the teapot above her cup, and tipped it to pour. But to Celestia’s surprise, nothing came out. Confused, Celestia opened the top of the teapot, and found it empty.

“Odd…I could have sworn it was half full,” said Celestia to herself. Deciding not to think too much of it, the princess got up from her seat, and made her way to the door. She opened it, and left her room, preparing to go retrieve another bag of tea. When she shut the door behind her, she then began making her way down the halls of her castle. But, out of her peripherals, Celestia saw something that caused her to look twice. Celestia quickly noticed that outside the windows, the sky had turned red, and dark.

Confused, and alarmed, Celestia quickly made her way outside to get a better look. As soon as she left the palace, she flapped her wings, and took to the sky.

She wished she’d stayed inside.

The land was dead. The vegetation was gone; the tree’s leafless and dry. Huge metallic structures protruded from the ground. But what bothered her the most were the creatures.

Ponies, Griffins, and a wide variety of other creatures roamed the dying expanses. But they were just as dead as the rest of the world. They were rotting corpses, undead monsters, barely clinging to life. They shuffled around with purple mist in their eyes.

“What could have done this?” questioned Celestia to herself. As soon as the words left her mouth, the scene before her changed. She was now viewing what looked to be a palace. The walls were lined with cold, dark metal. Decepticon emblems lined the walls. Celestia also noticed the beings, large metal bipeds, like the one’s she had fought so long ago, standing in two lines.

In front of them, perched on an iron throne, was a being Celestia had never seen before, though he felt familiar. He was large, much larger than the other robots that stood before him. Sharp metal spikes protruded from his joints, creating sword like feet, knees, and shoulders. His arms ended in bladed claws. His color scheme was mostly grey, with bits of purple lining his joints. There was a large cylinder mounted on his right arm. And in the center of his chest was the Decepticon logo.

“Megatron…” muttered Celestia to herself. She didn’t know how she knew it was him, but she did know. She could see the same malevolence in his eyes, and she could feel the same amount of dark energy coming from him.

The mighty Megatron raised his arm, and pointed towards Celestia.

"Finish this planet, we are done here." The robots turned to face Celestia. They started advancing on her. Celestia tried to run, fly, do anything to get away, but she couldn’t move. But she could see that as the robots were advancing on her, so were the undead creatures. All of these dark forces were advancing on her. She could feel the rotting corpses grab her and start to pull her, to where, she did not know.

“NO! NO, STOP! LET ME GO! LET ME GOOOOOOO!”

Celestia woke with a scream, sitting up in her bead as quick as a pegasus. She pressed a hoof to her heart, as she processed what she had seen, while looking all around her room, for any sign of the creatures she had seen.

“Princess! Princess, are you alright!” came a call from outside her door. It was then quickly opened, as two guards dashed into the room to check on Celestia.

As Celestia took control of her breathing, the two guards approached her bed, and expressed concern for her well-being.

“I…I am alright. It was just a night terror,” responded the Alicorn, not wanting to worry the ponies.

“Should we get Princess Luna?” questioned one of the guards.

“No, no, that will not be necessary. I’m fine.” The guards seemed to relax a bit, but still looked apprehensive. But they adhered to their Princess’s wishes, and left her room, shutting the door behind them.

Once they were gone, Celestia shut her eyes and reflected on her dream. That dream was…no… it was not a dream. It was a premonition. She knew it. This was what would become of her home, if she did not stop the male Alicorn known as Megatron. He would unleash unspeakable horrors, not just onto Equestria, but the entire world. It was then that she made up her mind.

“Megatron…must be stopped…no matter the cost.”





Megatron stood, looking over a holographic map displayed on a table, the image being projected with magic. Standing with Megatron were his top lieutenants, along with Chrysalis, and a few of her own high-ranking changelings. Currently, Megatron was planning the first stages of his conquest.

“We will start by invading and conquering the outer cities and settlements,” said Megatron. “We will take the smaller, more isolated towns, and then take the larger ones, such as Manehattan, Van Hoover, and Los Pegasus.”

As Megatron named the targeted locations, the representations of them on the map glowed, showing his followers the locations.

“During this phase, the changelings will take the form of refugees, who will flee to the inner cities, and eventually settle Canterlot. They will spy on the Equestrian commands, and when the time comes, they will aid in the assault.”

“Brilliant plan, oh wise Megatron,” praised Chrysalis.

“Of course it is,” replied Megatron. “Begin making the preparations. We will begin the attack once I have returned,” said Megatron as he turned and made his way to leave.

“Where are you going, my Lord?” questioned Grey Shine.

“There is one more thing I must acquire before we make our move.”

“And just what would that be?” questioned Chrysalis.

“You shall see, soon enough,” replied Megatron, as he left the room. Once he was out of earshot from the rest of his council, one of his soldiers approached him.

“The transport carriage has been attached to one of our dragons. We are ready to depart as soon as you give the word.”

“Good,” replied Megatron.

“My Lord, if I may ask, where will we be going?”

“The ruins of Tambelon.” The guard stopped in his tracks.

“T-tambelon!” said the guard, shocked. “The ruins where the necromancer, Grogar perished!”

“The very same.”

“But sire, the ruins are haunted by the spirits of the damned! Grogar’s spirit is said to still wander that city! What could possibly be worth journeying to such a desolate place?”

“You will see soon enough,” replied Megatron. “And do not dare to question me again,” said Megatron, as he continued on. The guard stood there, with fear and trepidation in his eyes. After a few moments, he swallowed his courage, and followed his leader.





With Megatron departed, Chrysalis and her changelings left the room. When they were alone, the Queen spoke to her followers.

“Megatron’s ambition may be greater than my own. And his heart is cold. I have not felt any love coming from him.”

“What is our plan, your highness?” questioned one of her changelings.

“We must infiltrate every aspect of his operation. Some of our spies have learned that the ‘oh so great and powerful’ Megatron is building something in the mines. We must find out what.”

“Of course my queen. And what about our original plan?”

“We shall begin, once he returns from this mission of his. I will seduce him, and gain his trust. I will make him love me, and once he does, he will be easy to destroy.”

“How do you plan to do that my queen? He seems to care for nothing other than his quest for power.”

“It’s simple, really,” said Chrysalis, licking her lips. “He is a stallion, I am a mare. I simply have to appeal to his…male sensibilities.”

“Will that work, my Queen?” questioned the other changeling.

“Of course! I’ve done this many times before. At the end of the day…he is just another stallion.”
> Chapter 13: Let's Begin
> --------------------------------------------------------------------------

Megatron sat upon his throne, overlooking those before him. Standing in front of him were the representatives of his three newly acquired allies; Queen Chrysalis of the Changelings, the Dragon’s representative; Gorge, and the Griffin responsible for relaying messages to the Griffin King, Grady. Soundwave stood next to his Lord and master, as the Alicorn addressed the group.

“The time for preparations is over now. Our forces are built, and we are ready to begin the conquest. We will begin with a full on assault on the cities of Manehattan, Baltimare, Las Pegasus, and Vanhoover.”

Soundwave pressed a button on his visor, which projected a holographic map of Equestria into the space between Megatron and his lieutenants. 

“Manehattan is the most densely populated, followed by Las Pegasus, Baltimare, and Vanhoover. “ Soundwave’s hologram focused on the city of Manehattan, enlarging it for all to see.

“These are the four key cities that surround the Equestrian border. They are not normally heavily defended, but with the Equestrians awareness of the coming conquest, these locations will most likely be housing enough soldiers to keep this interesting.”

Megatron’s three organic followers eyed the map, taking in all the details they could.

“We will attack all four cities at once, following the same formula. By air, the dragons will attack, while serving as makeshift airships and transports, with troops and armaments mounted on their backs.”

The hologram showed an example of a large dragon; with a troop transport mounted on it’s back, with ponies riding along. There were a few cannons mounted on each side of the mount.

“The dragons will transport groups of soldiers, who will set up nodes to create magical GroundBridges, which will allow the bulk of our forces to invade at once. The dragons will then take on the task of bombardment and air offense.”

Gorge, a large, bulky bipedal orange dragon, stood in front of the hologram with his arms crossed.

“Yer usin us as transports? We ain’t beasts a burden you know.”

“Would you prefer to be used as suicide bombers?” questioned Megatron with a dark look.

“Um…no…not really,” replied Gorge.

“Then you will relay these instructions to your leader,” replied Megatron, who then continued with explaining the plan.  “The Griffins will pretend to fight on the side of the Equestrian’s, while relaying information to our forces.”

“Uh, question?” said Grady as he raised a claw.

“What is it?” sneered Megatron.

“So, uh, this may be a stupid question, but uh…are we allowed to…you know, kill your soldiers?”

“It is preferred that you wound them, but your forces will need to inflict lethal casualties in order to maintain the ruse. However, I do expect you to keep them to a minimum.”

Grady’s eyes widened, and he gulped at the prospect of Megatron ordering the deaths of HIS OWN soldiers.

“We will be aiming on taking as many prisoners as possible. Griffins will join in the surrender to our forces, and in front our enemies, will renounce Equestria and their allies, and offer to join our army in exchange for their lives. They will then aid in maintaining control of the captured territory. Hopefully, this will delay Celestia’s realization that she has been betrayed.”

“Oh, uh…I uh, I got it! I’ll let…the king know,” uttered Grady, nervously.

“See that you do,” responded Megatron.

“And, what shall my changelings be doing?” questioned Chrysalis.

“Your changelings will play an important role. During the attacks, your changelings will eliminate and replace fleeing residents of the cities. You will pretend to be pony refugees, who will be taken in by the interior cities for protection. Your changelings will maintain this façade, and lie in wait to strike, when I give the order.”

“Ingeniously devious,” complemented Chrysalis, licking her fangs.

“Of course it is. Now, you are all dismissed. We begin the assault in two days.”

All of the lieutenants turned to leave, except Chrysalis, who stayed put.

“And what will your…very tall ally be doing during all this?” questioned Chrysalis, gesturing to Soundwave.

“Soundwave will attend to things here, and see that my special project is completed on schedule,” replied Megatron.

“Does this mean you will be joining in the fighting?” asked Gorge.

“Of course. A real leader does not hide behind an army to give orders. A real leader leads his army from the front lines.”

“I couldn’t agree more, my Lord,” said Chrysalis, with honey in her voice. “But, you have piqued my interest. What is this secret project of yours?”

“That is none of your concern,” stated Megatron. Chrysalis clenched her teeth behind closed lips, before bowing her head.

“Of course, Lord Megatron.” She then turned to leave, along with the rest. She bee lined away from the other two, and made her way to an empty hallway. After looking around to see if she was alone, she made a click with her tongue. What looked like an axe on the wall, burned away in a puff of green fire, revealing a changeling drone. The drone stood before his queen, and saluted. 

“Megatron will soon be leaving, to take part in the attack,” stated the Queen. “Apparently Soundwave will be staying here to work on a special project for Megatron. I want you do some investigating, and find out what you can about it. I want to know if it’s something that can be of use to me.”

“Yes your highness,” said the drone, before he flew away from her to make preparations for his assignment.”

The Queen chuckled to herself, before making her way towards her designated living quarters. 

‘I’ll give it to Megatron; he has a mind for planning. It would be foolish to remove him before the conquest is finished. I’ll let him do the dirty work. I’ll use my feminine charm to work my way into his heart, perhaps even have him make me his Empress. Once Equestria bows to him, it will be easy to have him assassinated. Then, being the rightful next in line for the throne, Equestria, and the entire world will be under my hoof!’
 
  Chrysalis, with renewed vigor, contained her laughter, as she traveled to her room, eager to see this conquest through. All she had to do was play her cards right, and soon, she would have everything she’d ever dreamed of.
> Chapter 14: War
> --------------------------------------------------------------------------

Princess Celestia and Princess Luna sat at a table in their meeting room, joined with the leaders of the nations that had allied with Equestria. Joining her at the table was Siba, the Grand Shaman of the Zebra’s, King Günter of the Griffons and the Hippogriff General Seaspray representing Queen Novo. Each leader brought with them two bodyguards, as a precaution. 

The five sat upon red cushions arrayed like the points of a star around a white marble table with the emblem of the two sisters displayed in the middle. An air of heavy silence filled the room for several moments, before Celestia broke it.

“Everycreature, thank you for coming. As you know, a threat has been made against Equestria. Dark times are coming. I fear…I fear that this is the beginning of a great war, one which will end our long period of peace and harmony.”

“We’ve spread our armies to defend the nation from the coming attacks, but due to our long period of peace, our army is small, and spread thin. Without your help, Equestria will surely fall,” stated Luna.

“We will stand with you Celestia, as much as we can. Though with this tyrant’s plans to conquer the world itself, we must maintain enough troops to defend our own borders,” replied Günter, as the other two leaders nodded.

“We understand. And we thank you all for the help you’ve been able to give,” said Luna. After a brief silence, Celestia spoke again.

“And now, let us get underway with the meeting.” The solar princess used her magic to project a map of Equestria onto the table.

“As we all know, the Crystal Empire is directly north of Canterlot, with the only city between the two being Cloudsdale. That leaves this direct line of assault open and vulnerable. We’ve evacuated Cloudsdale and turned it into a defensive battlement. We’ve also set up ground defenses in a blockade running east to west, forming a solid wall of our military forces to defend from direct assault. Of course, we can’t afford to leave our other flanks unguarded, which is why with your help, we’ve been able to set up defensive lines along the border between Equestria and the Badlands. We now know that the Dragon Lands have allied with Megatron, which is why we’ve done our best to defend from that direction.”

“Unfortunately,” said Luna. “Even with all of your help, we are still spread somewhat thin, as we’ve placed small battalions in every city and town, as the bulk of our forces have been placed at the front lines. As it stands…heavy losses are inevitable.”

Everyone in the room was silent at that. King Günter felt heat rising in his skull as anxiety began to take hold. 

‘Damn you Megatron! I will not allow you to use me like this…I have to find a way to warn them about what is going to happen!’
 
Günter turned in his chair to take a look at the two griffon guards that were standing behind him. They stared at him with cold, calculating eyes that hid a subtle maliciousness. They weren’t really griffons.

‘Maybe I can....’ Günter attempted to speak.
 
  “If I may interject, I think we shoul-“

Suddenly, the door to the meeting room burst open as a pony barged through the doors.

“Princess Celestia, Princess Luna! Las Pegasus, Baltimare, Vanhoover and Manehattan have all reported that they are under attack from the enemy!”

Celestia stood up instantly, and placed a hoof onto the table’s surface.

“All four, at ONCE?!” questioned the princess frantically.

“Yes Princess! Dragons assaulted the cities and dropped these, these things! The bulk of the attack forces were able to teleport to the cities out of nowhere!”

Celestia and Luna shared a concerned look. 

“This goes against our predictions!” exclaimed Luna.

“My friends,” Celestia said as she addressed the group. “The attack has begun. We must act fast! Luna, begin directing our forces with the others, I will send word to the Twilight and her friends!”

“Of course sister!” responded Luna. Celestia then galloped out of the room, heading towards her personal chambers.

“I pray to harmony that we see this nightmare end!”






Las Pegasus, normally a vibrant center of entertainment, now carried an air of apprehension. Defensive structures and battlements were set up on the surrounding clouds, being defended by the Equestrian Royal Guard, members of the Griffin Empire, and soldiers from the Hippogriff kingdom.  

All cities of Equestria now had military forces set up to defend from the coming conquest, but the majority of the defenses were set up directly in line with the predicted enemy attack paths. As such, due to its position, Las Pegasus was one of the more lightly defended locations. The ponies who called it home did their best to go about their normal lives.

One such pony, a Pegasus mare named Mare E. Bell, was walking through the streets on her way back to her home after visiting the a local pastry shop. She was nervous about the current events, as she had never lived through a war like what was expected to come, but she tried to keep a positive attitude. 

But, she along with every other Pony, Griffin and Hippogriff had their hearts stopped by the loud booming roars that pierced the air. Everyone looked up to see five massive dragons flying strait into the city. Each dragon had a transport carrier mounted on their backs, as well as an odd halo like device clutched in their talons.

The dragons fanned out across the city and dropped the devices called ground bridges, which with the spikes lining the bottom, imbedded themselves into the cloud floor. The ground bridges activated as the dragons landed on the cloud surface. As troops exited the dragon carriers, more began to flow out of the ground bridges. In a matter of minutes, Cloudsdale was now a warzone. Alarms began ringing as the soldiers of the Pony, Griffin and Hippogriff kingdoms charged to the front lines, while evacuating the citizens and tourists. 

Mare E. Bell dropped what she was carrying, and took to the air, desperate to get to her house. She flew as fast as she could, the goal being to grab her two children, and evacuate with them. She quickly reached her house, and burst through the door, to find her son and daughter sitting in front of the door, as if waiting for her. Only they didn’t look alarmed at all.

“Candycorn, Pastel Brush, grab the bare necessities, we have to leave now!” urged the panicked mother.

“But mom,” said Pastel Brush, the colt. “That isn’t part of the plan,” he said with a smile. Mare E. Bell’s eyes widened slightly. 

“What are you talking about, grab your things, we have to go!”

The mare jolted as she heard the door to her house slam shut. She turned around quickly to see…a changeling standing between her and the door.

“What-what’s going o-?” Before she could finish that sentence, she felt a sharp pain in the back of her neck.

“Sorry, Mom,” came the mocking voice of her daughter. “But we have our orders, and we must see them through.” The last thing the Pegasus mare heard as she hit the ground was the laughing voices of the three changelings who had infiltrated her house. 

Then, her vision turned black. And she was out.
> Chapter 15: Two of a Kind
> --------------------------------------------------------------------------


Twenty-Four Hours before the attack on Las Pegasus


High in the sky, concealed by the cloud layer, a large dragon flew through the air. Mounted on its back was a troop transport, carrying Megatron and a small battalion of soldiers and followers. Among them were his aid, Grey Shine and his guard Silver Wing.

Megatron stood at the front, feeling the wind blow across his fur. It was such a different feeling compared to when he flew as a Cybertronian. Everything felt different. Every one of his senses, was different. Breathing in air, the softness of his flesh, the moisture in his mouth, all of it was completely alien to him. Eating, drinking something other than Energon, it all put him out of his comfort zone, which was a feat in itself. 

Of course, Megatron enjoyed the power, and newfound abilities that this magic had provided him, but he longed for the return to his rightful form. To Megatron, organic live was disgusting, and a perversion of the natural order. To be one of those abominations sickened him. To ally himself with, and to be somewhat dependent on them, enraged him. It was a disgrace. But he would continue to endure this humiliating charade until his goals had been met.

“My Lord, we will be landing momentarily,” informed Grey Shine. Megatron was motionless, except for his eyes, which glanced back as far as they could.

“Very well,” responded Megatron. The dragon tilted its wings, and began a downward decent. 

‘These dragons are so slow. The Seekers are better fliers!’

As they dipped below the cloud layer, Megatron took in the site of the land below. The dirt was charcoal grey, and the few patches of grass that decorated it was dead. Dead, leafless trees littered the ground. And from the ground, Megatron could see the beginnings of artificial structure. Dusty grey building blocks began appearing, forming the ruins of what was Tambelon. The architecture resembled the ancient human ruins of Ta Prohm mixed with the fortress castles of the British Isles. The ruins dug deep into the earth, and rose high into the sky, with multiple layers and floors. Different buildings were carved into the stone, obscured by the dark shadows cast by the colorless, cloudy sky. In the center of the city was a large fortress, dug miles deep into the earth. It was a unique blend of pyramid and castle. Flanking both sides of the entrance were two large statues of the goat, Grogar the Necromancer.

The dragon landed a short distance from the cliff edge. It then lowered one wing flat, angling to the ground like a ramp, allowing Megatron and his ponies to exit the transport.

“So, this is Tambelon,” said Megatron. The ghost city reminded Megatron of Cybertron, the Cybertron he was forced to abandon because of the war. ‘Because of Prime,’ he thought. ‘He killed Cybertron, just to deny me my victory, my utopia.’

“Yes, my Lord,” answered Grey Shine. “This is the home of Grogar, the Necromancer. It has been abandoned by…conventional citizens for many centuries, though the undead are said to still inhabit it.”

Megatron released a half chuckle. ‘If I didn’t know any better, I’d say that this Grogar and I are one in the same. This city will have much to offer me. 

“Crunch, stay here, we shall return once we have what we came for.” Megatron then lead the ponies towards the ruins.

“Yes, Master,” replied the dragon with a nod. The group descended a flight of stairs. The lower they went, the darker their surroundings became. Megatron was ever fearless as he proceeded, but his escort was visibly uneasy. For the ponies, the shadows seemed to be constantly moving, as if there were unspeakable horrors hidden in them.

As they reached the lowest part of the city, they came to a strait path leading to the fortress. The path was the only way forward, as beneath it was a large hole that was so deep, none of them could see the bottom. The group reached the entrance to the castle, which was guarded by the two large statues of Grogar. As they passed by them, Megatron could sense his follower’s uneasiness. But Megatron was left wholly unintimidated. Megatron entered the building, but noticed his entourage hesitating to move forward.

“I will be proceeding forward,” said the dark lord over his shoulder. “If you are not brave or loyal enough to accompany me, then you will have much more to worry about than then the monsters in your imagination.” Megatron strode forward. With some hesitation, the others followed suit.

The inside of the fortress was like a large, intricate crypt with stone coffins decorating the large open room. The walls were lined with archaic torches. There were dry dusty bones and skeletons on the ground. Megatron led the group towards a large open doorway covered in darkness. He stepped through, followed by the ponies.

The room they now found themselves in was a throne room of sorts. There were two rows of pillars and coffins, with a long red carpet running between them. The carpet looked like it had been a source of food for moths and insects for centuries, but it’s red was still vibrant, as if it had just been dyed.

At the end of the carpet was a throne flanked by two unlit fire pits, one on each side. In the throne was a perfectly preserved skeleton. The skeleton sat on the throne, positioned as if it was still alive. Megatron observed the skeleton, and saw it matched the physical image of the Grogar statues he’d seen. Behind the throne was a large silver mirror.

“So, um Master, what are we here for again?” questioned Grey Shine.

“Grogar’s Bell,” replied Megatron. All eyes widened, as Megatron’s narrowed. The bell in question was hanging from the skeletons neck. Megatron stepped forward and began making his way towards the throne. He was about to reach for the bell, when the fire pits ignited, and cast a wall of fire around the throne.

“What the?” questioned Megatron.

“You will go no further,” came a deep bellowing voice, one that seemed to come from all directions at once. The ponies all gasped in fear, while Megatron stood strong.

“Who comes to MY throne room?” Came the voice again. Megatron’s eyes were drawn to the mirror on the back wall, which now reflected the visage of Grogar himself.

“It’s him!” came a frightened call from behind. Megatron sneered in disgust, before flapping his wings, and hovering over to the reflection.

“You seem to have a much higher constitution than your acquaintances.”

“You must be Grogar,” commented Megatron.

“Indeed,” he replied. “And who are YOU?”

  “I am Megatron.”

“Hm…I’ve never heard of you. Are you new?”

  “In a way.”

“Well, Megatron, I can only assume you’re here for MY bell.”

  “You are correct.” The Demon Ram chuckled.

“It is mine, and I do not plan to relinquish it.”

“You have no price?”

  “No, I will not bargain for such an item.”

“I am not leaving without it,” growled Megatron, the purple mist leaking from his eyes.

“Then you won’t be leaving.” Just like that, a large slam could be heard. Megatron and his followers turned to see that a large stone door had fallen, blocking the exit. Grey Shine screamed out in panic. Megatron turned back to the mirror, the same cold expression on his face.

“If you will not relinquish it, I will destroy this entire city and sift it from the rubble!” challenged Megatron. The two stared at each other for a few moments before Grogar chuckled. 

“You remind me much of myself. In all my thousands of years, I’ve never found another being like me. You may not have my experience, but you have my ambition.”

  ‘I have more experience than your entire planet,’ thought Megatron.

“Then you’ll be willing to strike a bargain?” questioned Megatron.

“Perhaps. What do plan to use my bells power for?”

  “Conquering the world.”

“Hmm…I will not give you my bell. But perhaps we can make…another arrangement.”