> Transformers: The Requiem
>  by JDPrime22
> --------------------------------------------------------------------------

> Chapter 1-Tiny Angels
> --------------------------------------------------------------------------



What’s it going to be, princess?

We aren’t worth it!

Oh but you are, Fluttershy. You’re the pony who taught me that friendship is magic. I had magic AND friendship…and now I don’t have either.

I will give you my magic…in exchange for my friends!

ALL of my friends!

Thank you, Twilight. I’m sorry.

Twilight, what were you thinking?!

Tirek tricked me into believing that he could offer me something more valuable than friendship…but there is nothing worth more. I see that now. He lied when he said that this medallion was given as a sign of gratitude and loyalty…but when I say that it is a sign of our true friendship…I am telling the truth.

How is this possible?! You have no magic!

Sweet Celestia! Are you all seeing what I’m seeing?

You are now Twilight Sparkle: the Princess of Friendship.




Twilight Sparkle took in a massive breath of air. Her eyes were widened, nearly bugging out of her skull. The Alicorn placed a hoof on her chest, not surprised to feel her heartbeat at a rapid pace. Twilight took in the surroundings as quickly as possible.

She was seated on top of a grassy knoll. It was the middle of night, stars blinking peacefully above and Luna’s moon hanging over her head. Twilight stared off from her position straight ahead to see Ponyville and its residents undisturbed. Her castle remained the tallest structure in the quaint village, the moon’s glare reflecting off its crystal surface. It stood proudly, powerful, a sign of her leadership throughout Equestria.

Seated to her left, the baby dragon squirmed awake and let out a carnivorous yawn. Spike rubbed his eye with a claw, staring up at Twilight with many questions.

“Twilight,” Spike took a few seconds to let out another yawn as he slowly got up to his feet. “We should really get back to the castle now. It’s late.”

Princess Twilight took a moment to compose herself, still pretty shaken up from her dream. That was a clear note to self to never fall asleep outside near the Everfree Forest. She eventually faced the baby dragon. She smiled softly. “You’re right, Spike. I just…keep letting my mind wander off nowadays.”

It wasn’t too long ago since Twilight became a princess. Since then, she was mystified about her future, and her place in Equestria. Thanks to her friends, and a very unlikely draconequus, she has now known her true destiny: to spread the magic of friendship throughout Equestria, keeping peace and tranquility in her homeland. 

Tonight was not the first. Twilight spent some nights on the same grassy knoll staring at the same night sky, at the same castle in Ponyville. Sometimes her friends would show up, sometimes she would sit there alone, letting the hours tick away. Twilight still accepted the company of her closest friend, Spike, to stay with her.

Twilight would sometimes think to herself. She would think about her new role, how that might affect the world she lives in. How others see her, how her friends see her, how the princesses see her, Twilight would spend hours on these assumptions until her mind drifted off into slumber. She was really glad Spike was with her from now on whenever she sat on that lone grassy knoll, thinking of the future.

Twilight stood up from her seated position and looked back. “Spike, do you mind carrying the-“

No need. Her number one assistant had already folded the striped cloth they had a picnic on not too long ago. Spike stood proudly with the cloth around his arm and the basket in his claw. Twilight smiled, though it vanished when she noticed that Spike was trying his hardest to conceal another yawn.

“Come on, Spike,” Twilight said and slowly made her way over to him. She softly rubbed his scales, and willingly letting out a yawn of her own, said to him, “We both need to get some sleep. You can ride on my back on the way home.”

Spike frowned, his brow bemused as he said, “No way, Twilight! I’m not a baby anymore.” Spike turned and began leading the way back to the castle. His eyes began to fall. “I…can take…care…of…myself…”

Before the dragon could face plant, his body was caught in an aura of purple energy. He felt himself being hoisted backwards and softly landing on Twilight, the cloth and basket falling suit. Twilight giggled and softly rubbed Spike’s head. The dragon merely frowned, deciding to stare at the grass as his arms wrapped around Twilight’s neck.

“Even grown dragons get tired, Spike,” Twilight soothingly told him, to which Spike only replied with a soft grunt. 

Twilight faced the path towards Ponyville, her eyes closing. “Just hold on. We’ll be there in…no…time…?” Twilight’s words froze as a sudden soft glow filled her vision. Twilight opened her eyes; Spike seemed to lose all his weariness at what was transpiring before the two. 

A firefly. A lone firefly softly floated in Twilight’s vision but a few feet away. The Alicorn was transfixed by the bug, its yellow glow illuminating two bulbs in her eyes. She smiled. Suddenly, Twilight felt a soft tug at her mane. She looked back for a brief second, seeing Spike point towards the sky.

Twilight couldn’t believe what she was witnessing. 

Two, three, eighteen, twenty-three, the numbers kept rising until she couldn’t count no more. Fireflies, all with their ghostly yellow light, descended upon the princess and her little dragon. Twilight watched and dared not move a muscle as one of the fireflies landed on the tip of her muzzle. 

One by one, the rest of the group slowly chose a position and landed on the newly appointed princess. Twilight couldn’t believe it. Never has she witnessed or heard of fireflies acting in this sort of way. The bugs almost covered her upper body, making her and Spike appear as angels in the darkness. It was incredible, and Twilight forced herself to not gasp in amazement. 

Spike held a firefly in the middle of his claw, not speaking a word in hopes of not scaring them away. Twilight felt an itch from the bug’s clinging onto her, but forced herself to not move. This was like nothing she’d ever seen before, possibly a rare moment for fireflies to be acting this way!

She felt at peace. It was a strange feeling that washed over like a tidal wave smashing against a stone wall. Unfortunately, it lasted for about twenty seconds. Slowly and peacefully, each firefly faded off of the princess and joined back into one massive group. Twilight turned to her right to watch them go…straight into the Everfree Forest. Twilight was about to blink, but stopped and gasped.

The mob of fireflies stopped at the entrance of the forest, swarming around in little patterns. The Alicorn took a step forward, only to witness the group descend deeper into the forbidden darkness that lied ahead.

“You’re not seriously gonna follow them, are you, Twilight?” Spike asked, rearing forward to see her steady eyes gaze upon the forest canopy. “I mean, that whole thing a second ago was cool and all but…that’s the Everfree Forest,” he left those last two words tipping on the edge of his tongue.

Twilight thought for a brief second. She gazed back into the forest, watching as the light of the fireflies slowly faded. The Alicorn felt something, something she hadn’t felt in a long time. Maybe it was her constant needing for knowledge, like back when she was just Celestia’s pupil. It was there, in her heart, then gone the next second. She answered, “Fireflies don’t do that on a nightly basis, Spike. It was as if…they wanted us to follow them. Something is happening in there…and I think we’d better check it out.”

Spike was about to interject, suddenly remembering their past adventures in there. They’ve made it out before, and if the fireflies go too deep than he can tell Twilight to turn back. She would understand.

“Alright,” Spike whispered, wrapping the picnic cloth around his body, “just in and out, okay?”

“Okay,” Twilight whispered back.

“You promise?”

“I promise.”

He couldn’t stop shivering. Twilight felt it. She felt it even as she made her way into the darkness.



________________




Her fear was present, she couldn’t deny that. The Everfree Forest had always frightened Twilight, especially at night. Spike wasn’t faring much better. Twilight could feel him flinch every time her hoof crunched over a dead leaf or twig.

Occasionally, the two would hear the rare howl of a Timberwolf or the sound of different types of insects buzzing around their ears. Nothing came after them, nothing harmed them. The illumination of the fireflies’ light seemed to keep them safe. 

Twilight made sure to keep her distance, but not too much. She didn’t want to lose sight of these creatures and where they would lead them. 

That same feeling washed over the Alicorn. Part of her wondered why she was following bugs deep into the Everfree Forest, but the other part, that voice deep in the back of her mind, that feeling in her heart told her to push on. 

Several minutes passed and still nothing. Spike kept shivering due to the cold temperatures. Twilight ignored the chill running down her spine. The determination in her mind and heart told to push onwards. The fireflies drifted peacefully through the tree lines as if this was regular routine for them. The foliage of the forest grew thicker, sparking the dragon’s worries even more.

“Twilight,” Spike finally spoke after a long moment of silence, “can we turn back now?”

The Alicorn frowned. She looked up at the fireflies to see them hovering forward, edging her closer and closer to them. Eventually she stopped and sighed. 

“You’re right, Spike,” Princess Twilight quietly muttered. Her eyelids started to close, a strange pain and wanting in her heart growing. She ignored it, only concerned for her friend. This was a pointless exhibition in the first place.

Come on, Twilight! You’re smarter than that! Going into the Everfree with Spike at night? You could’ve put yourselves in danger!  The Alicorn scolded in her mind. 

She turned to leave the forest with Spike sitting on her back…but stopped when the fireflies did something else…something different.

The group rested on a large structure that seemed to have appeared out of nowhere. At first, it was nothing but part of the darkness of the forest. Now with the fireflies’ yellow glow it was something far more than just a structure. Twilight soon found out what it was.

“Whoa…this was what they were leading us to?” Spike asked, gripping Twilight’s mane.

Twilight’s eyes focused on what appeared to be a rock the fireflies remained upon. “I guess we’re about to find out.”

She slowly made her way to the rock. Spike jumped off her back once they reached it. It was bigger than he thought. It had to reach at least twenty or more feet above his head. Moss and mud covered the outside of the rock, the fireflies pressed against its sides illuminating the outside of it in their yellow glow.

Twilight approached the rock slowly, giving it an awkward stare. “Okay…don’t know what a rock has to do with firefly habits but…” 

She reached her hoof forward and pressed it against the muddy surface. Instantly, the lightning bugs slowly faded off the rock and into the sky. Twilight used her magic and covered the once dark area into a nice purple glow. She watched as Spike approached her from the side, pressing his claw on the moss and vines that lay on the rock.

“Really amazing thing these bugs brought us to, huh Twilight? You totally never a see rock anywhere else.”

Twilight frowned at him and brought her hoof away from the mud that covered the massive stone. “Ha ha ha! Really funny, Spike,” she deadpanned, watching the baby dragon rub his claw off the mud, taking a chunk with him. A sliver of light caught Twilight’s attention. She brought her attention away from the dragon and onto the silver plating underneath the mud and scum.

“Well, we might as well head back,” Spike told her, picking up the blanket and basket off the ground. As he wiped the dirt off the blanket, he heard the Alicorn behind him speak.

“Um…Spike…you might wanna take a look at this.”

Spike turned back, watching as Twilight wiped her hoof across the massive rock. The light from her horn helped see better as Spike approached. The slightly wet mud and moss fell to the dirt below as Twilight continued to wipe away.

“What are you doing?” Spike finally asked, noticing that the mud had completely covered Twilight’s right hoof. 

Twilight stopped for a moment and pointed to the area she had cleared. Spike squinted, the light from Twilight’s horn barely making out something underneath the muck and scum. Silver, brown, and…fading blue and red?

“It’s not a rock, Spike,” the Alicorn told him, watching as the dragon slowly nodded. “Come on; help me clean off this mud.”

Together the two worked for several minutes, getting very dirty in the process. Spike was no newbie to filth, but Twilight didn’t take to kindly to it. She was definitely taking a shower when she got back to the castle. Hopefully she knew how to properly work the shower unlike last week’s…incident. Gosh, there was hot water everywhere.

Ignoring that, Twilight vigorously wiped and pulled off the moss and vines that remained attached to the structure. It wasn’t made of stone, she knew that by now. It felt…different…she couldn’t quite put her hoof down on what it was.

That is…until her hoof brushed over a certain area.

Twilight gasped louder than she ever has. Her jaw dropped, her breathing stopped, her eyes popped open and dared not to blink. She had, no; she needed to breathe again, to speak again. The Alicorn princess backed away, shaking her head madly, her chest rising and falling at a rigorous pace. She didn’t know if her hearing recently fell deaf…because Spike was over her, shaking her and moving his mouth. No words could be heard. 

Twilight didn’t remember falling on her back, but there she was. Spike was standing next to her, saying her name over and over again. He was clearly worried. Her hearing soon returned.

“Twilight?! What’s wrong? What did you see?” the dragon asked sincerely from his heart.

Twilight raised a shaky hoof to the structure. Her vision couldn’t bear to look at it anymore. She felt as if she would pass out if she stared any longer. Spike spun around to see what had made Twilight go into a panic attack.

He nearly faced the same fate. 

Taking several calming breaths, Twilight slowly got up to her four hooves. Spike stayed close behind her, still in disbelief. As she approached the structure, she forced her eyes to gaze upon the area her hoof had cleansed.

This is what the fireflies had led them to. This was their purpose. Why? How? There isn’t any possible way that this could be happening. Memories, Twilight tried to ignore the memories flashing passed her eyes. What the symbol brought, what an impact it left on her mind…and her world. Her assumptions were right. The feeling in her heart had led them to something of legend…something that should not be here in her world.

Her Alicorn light showcased a symbol she could never forget.

Twilight simply had no words. She tried to breathe, but could only let out short gasps of breath. She wanted to cry, but could feel no tears. She wanted to turn around right now and leave, but felt no muscle movement. She was permanently frozen in a state of shock and confusion. The unending silence continued with no hope of ever stopping. 

That is until Spike found some kind of willpower to speak.

“No…no, this can’t be real. Twilight, please tell me this isn’t real,” the dragon begged, gripping Twilight’s foreleg with a muddy claw.

She shook her head, her only movement for the past minute or so. 

Her mind told her to remain quiet, confused. However, her heart knew what to say.

“They left…this…this is unreal,” she brought her gaze down onto the baby dragon. Their eyes met and locked, their emotions running wild, uncontainable. Beautiful.

Twilight brought her gaze back to that symbol that will forever remain in her brain.

“I think we just found an Autobot.”

Her horn’s light increased, causing her magic to act and clear away most of the muck that remained. Twilight remained stupefied, her breathing now controlled with what she was witnessing. She didn’t smile, she couldn’t for some reason. Out of an act of pure strength and willpower, Twilight forced the tears to stay. What the pony and dragon found that night…was not just a rusting Autobot.

“…Optimus…” 





> Chapter 2-You Told Us to Forget
> --------------------------------------------------------------------------



KNOCK! KNOCK! KNOCK!

“Ah’m comin’! Celestia, ponies jus’ don’t have any patience nowadays,” Applejack muttered the last sentence to herself as she slowly descended her stairs into her living room. Her eyes glared over to the clock hanging on the wall. It read 2:17 am.

“I swear if it’s Pinkie Pie with one of her late night adventures again…” Applejack let that sentence hang in there, the threat clearly present. It was a tough day for the pony. Apple bucking, plowing the fields, and shoveling hay had worn out Applejack to where she could barely stand. It didn’t help that it was over one hundred degrees that morning.

It especially didn’t help with somepony knocking at her door this early.

KNOCK! KNOCK! KNOCK! KNOCK! KNOCK!

“Holy horse feathers! Didn’t Ah say Ah was comin’ the first time!?”

Applejack ripped open the door, her angry eyes met with a purple hoof heading straight for her face. 

Applejack flinched in surprise as the hoof stopped but mere inches from her nose. The hoof was brought down to reveal a very muddy and paranoid Twilight Sparkle and an equally muddy Spike who was busy sucking his thumb and muttering incoherent words.

“Twilight?” Applejack questioned, squinting her tired eyes in the darkness. “What are you doin’ here this late, an’ why are you two so muddy?” she asked.

Twilight’s eyes bugged open, revealing them to be slightly red with stress. Her mane was in despair, something Rarity would no doubt have a fit over if she saw it. She opened her mouth to speak, but it came out fast and almost undecipherable.

“Applejack! I’m so sorry to disturb this early in the morning, but there is something you NEED to see!” Twilight was twitching all over, tears threatening to form in her eyes from what Applejack could see.

She quickly put her hoof on Twilight’s shoulder and said, “Whoa! Whoa, easy there, partner! Just take a breath and tell me what’s going on.”

Twilight followed her instructions. She took several deep breaths, slowed down her heart rate, and closed her eyes.

“There, now tell me what’s goin’ on,” Applejack told her Alicorn friend…only to nearly jump back in surprise when Twilight began rambling again…and screaming at the same time

“Spike and I were in the Everfree Forest following fireflies! Don’t ask why we were following them! Normally we wouldn’t be following fireflies because they’re bugs and ponies just don’t go chasing bugs in the most dangerous forest in all of Equestria, but they were special! I could feel it! We came across this giant rock, cleared away all the mud on it, which explains this mud on us, and we found-!”

She was silenced by an orange hoof being shoved into her mouth. Applejack shushed the mare and whispered back fiercely, “Granny Smith had a long day, Twilight! She NEEDS her sleep! Besides, Apple Bloom’s got school tomorrow. Now, Ah’m gonna take mah hoof outta yer mouth…an’ when Ah do…Ah want ya ta slowly an' quietly tell me what you found. Okay?”

Twilight looked away shamefully, but nodded nonetheless.

“Good,” Applejack removed her hoof from Twilight’s mouth, “now, what is it?”

Twilight stared at Applejack with pleading eyes. “Applejack, I know we all swore never to bring this up again. All it does is bring back painful memories we’d rather forget.”

“Are we talkin’ about last week’s party when you wanted all of us ta-"

“No! Not that!” Twilight screamed but quickly slammed a hoof against her mouth. She frowned at Applejack with a blush clearly present. Applejack chuckled quietly to herself and smiled at Twilight’s embarrassment.

Twilight frowned again and urgently said, “This is serious, Applejack! When Spike and I cleared away the mud off the rock it turned out it wasn’t a rock after all. It was an Autobot. We found Optimus Prime!”

Applejack’s smile…vanished.

Now she understood. The red eyes, the constant twitching, the uncontrolled breathing, the muddy appearances, everything. She still hadn’t gotten over it, and now it was so bad she was seeing things. Applejack sighed and gave Twilight a sad look, slowly resting her hoof on Twilight’s muddy shoulder.

“Twilight, ya have ta let it go,” Applejack sadly muttered.

The princess raised an eyebrow, but suddenly pushed Applejack’s hoof off her shoulder. “I’m not crazy! I know what I saw, what WE saw!” she pointed to Spike who tried his hardest to remain out of the conversation.

“You were the closest friend to him, Twilight,” Applejack told her, biting her lower lip and looking at the ground. “But he’s gone, you know that, Ah know that, all of Equestria knows that fer pony’s sake!”

“I’m not lying, I-!”

“Stop it, Twilight!” Applejack shouted, surprising the Alicorn. “You were the one who told us ta always remember them, but also ta get over them! You told us it would bring nothin’ but heartache an’ drive each of us insane! Well Ah did, and Ah was sure that you did too! Now Ah see that you still can’t get over it…”

“Applejack, please, just listen to me for two seconds!”

“No! You listen ta me, missy!” Applejack covered her mouth, her eyes gazing back inside her house. She lowered her voice, but the heat was still present, “Get. Over it. Ah don’t want ta see you become paranoid over this like Fluttershy was. Now, go home, get some sleep, and forget what you saw in the Everfree Forest.”

“But…Applejack-"

“Go home, Twilight!” Applejack hissed and began to shut the door.

“He’s in your barn!”

Applejack paused.

“…What?” she asked from behind the half shut door.

“I teleported Optimus to your barn…you know…to keep him safe.”

Applejack opened the door and stared at Twilight. Stared. No words were spoken. She scanned Twilight up and down. Then she looked into her eyes. Behind those violet eyes, behind those red veins clouding the white, Applejack searched and searched for any signs of deceit. 

She could find none. Twilight was telling the truth.

The pony sighed once more, stepping outside to meet Twilight.

“Alright, Twilight, show me.”

Twilight Sparkle smiled gratefully. Even Spike smiled. 

“Thanks, Applejack…you won’t regret this.”

“Ah’m startin’ to now,” Applejack muttered, her tired eyes watching Twilight turn towards the barn. Slowly, the three made their way to Applejack’s barn. Applejack noticed the barn door slightly ajar, the night wind making it creek open a few inches before slowly shutting. Well, Twilight was definitely in her barn…with whatever she had in there. 

Twilight used her magic to push the large doors aside, revealing some slivers of moonlight from small opening of the barn’s roof, but nothing else. Nothing but darkness. Applejack was beyond annoyed. She felt sorry for Twilight.

“There’s nothin’ here, Twi,” Applejack deadpanned, her weariness overcoming her features.

An aura of purple magic overcame the four lamps hanging inside the barn. At once, all four were lit, giving the inside of the dark barn life. 

Applejack wasn’t tired anymore.

Her eyes bulged out of her skull, her jaw dropped, her legs nearly gave out, but she wasn’t tired anymore. The farmpony was stuck in a state of awe and confusion. None of this made any clear sense, none that Applejack could see. Somehow, though, here he was…and he was real.

“I would never lie about something like this, Applejack,” Twilight quietly told her friend.

Applejack didn’t reply, instead she made her way over to the great Prime. He was in his vehicle mode, rust overcoming his features. No lights, no signs of life were present. But the symbol of freedom remained. It was Optimus Prime. An Autobot. She pressed her hoof against his front, letting out a massive breath of relief. She closed her eyes and slowly drew her hoof away. When she opened her eyes, all she could do was stare at him… Spike could’ve sworn she saw tiny tears forming.

“Oh mah stars…Twilight, Ah’m sorry Ah didn’t believe ya before,” Applejack said barely over a whisper. Twilight could hear her clearly. She smiled gratefully.

“That’s alright, Applejack. It’s very unbelievable,” Twilight said, placing her hoof on Applejack’s shoulder as she joined her friend in awe.

Applejack found some way to take her eyes off Optimus for a few moments. “We…we gotta tell Princess Celestia about this!” 

Twilight gave one of her clever smiles and said, “We’ve taken care of that.”

She and Applejack turned back to Spike, who was currently sitting on the dirt with a quill in one hand and a piece of paper in front of him. He looked up at them and asked, “How do you wanna start this? ‘Dear Princess Celestia’ or ‘Celestia, you won’t believe this…?’”


	
	 
> Chapter 3-Informal Greeting
> --------------------------------------------------------------------------


“Get outta here, kid! This area is restricted by orders of the Royal Sisters!”

“But Ah LIVE here!”

Apple Bloom’s morning went from bad to worse. Waking up from constant trumpets isn’t any way to start your day; especially your sister’s screaming keeping you up all night. Aside from that, all Apple Bloom wanted to do was get to school and not be late for once, but there was one problem right after she left…she forgot her backpack.

So, running back to her house to get it, poor Apple Bloom couldn’t get passed the Royal Guard stationed around the entire farm. Arguing with them was like arguing with a brick wall. They would NOT move!

“I have direct orders from the Royal Sisters to stop anyone who dares enter the area! No pony gets through!” the guard finished, sticking his spear directly in Apple Bloom’s path.

Apple Bloom’s face was red with anger. Just before she could come up with another comeback, she spotted an orange dot slowly coming to them. She let out a massive breath of relief.

“Apple Bloom! How many times have Ah told you ta keep a close eye on this!” Applejack shouted as she made her way right by the Royal Guard stationed in front of her little sister. The orange farmpony hoisted Apple Bloom’s backpack from behind her, handing it to the relieved filly.

She brought her attention to the guard, tipping her hat to him. “Mah apologies, sir. Little Apple Bloom here jus’ fergot her backpack is all. Nothin’ to it,” she finished with a friendly smile.

The guard remained stone-faced. He simply nodded and stared at the two sisters. They hugged in front of him, the younger one trotting off to Ponyville.

Applejack turned back towards her farm, sighing heavily.

Chariots filled the air, both from Celestia’s and Luna’s guard. Stallions in golden armor covered her farm like common pests waiting to feast on her apples. Even squadrons of Crystal Guard were stationed in and around the farm. They simply aided in keeping all of Equestria out of the Apple Farm. 

Ah, yes…the news.

Once Celestia was informed of Twilight’s letter, somehow the news got out and spread throughout Canterlot, Manehatten, Las Pegasus, and many other cities in the morning papers. Just like that, early in the morning, reporters from all across the country flooded Ponyville like a force that couldn’t be stopped.

Applejack shook her head, not in anger but in annoyance. She could see a massive crowd of ponies with cameras, microphones, and any other pad and pencil they could carry. They shouted of course, begging to get in and see what was truly inside the barn. The Royal Guard kept them at bay.

As she slowly made her way back to the barn where her friends were waiting, Applejack flinched when the cameras started flashing and reporters to her right shouted multiple questions to her and her alone.

“Miss Applejack! What can you tell us about the rumors of the Autobot leader being stationed in your barn?!”

“Applejack! Applejack! Are you holding anymore aliens on your farm that the public does not know of?!”

“Element of Honesty! Over here! What are your thoughts on the recent activities of the Alliance of Alien Activity?!”

“Applejack, are you or are you not aware of the possible dangers you are bringing forth on the world now that you are stationing a Transformer?!”

“Do you plan to harvest anymore Transformers into this world for a planned takeover of the government?!”

“Applejack! Show us your good side!”

The farmpony merely rolled her brilliant green eyes at the questions and continued onwards toward the barn. The crowd of reporters pushed forward, but the Royal Guard pushed them back even harder, keeping them in line.

Granny Smith and Big Mac were sitting on the front porch of the house, eyeing at the events taking place. None of them spoke a word. Granny Smith simply rocked back and forth on her chair while Big Mac stared lazily at the Royal Guard flying overhead. 

It wasn’t long before Applejack finally arrived to the front doors of the barn. Sitting there in patience was none other than the closest of friends she could ask for. 

Pinkie Pie was bouncing around joyfully, the news of Optimus Prime making her more overjoyed than when she and Cheese Sandwich joined forces to plan Rainbow Dash’s birthaversary. Rarity was sitting on a cloth she brought herself, she and Fluttershy barely containing their excitement. Rainbow Dash was busy performing loops around the roof of the barn, her smile wide and proud.

It was truly a happy day for Equestria. Applejack hadn’t seen Fluttershy smile like that in a long time.

Twilight Sparkle was siting directly in front of the gap between the two massive doors, her back facing the barn, her eyes focused on the sky. Spike was next to her, watching the Royal Guard pass above his head. When Applejack arrived, Twilight turned her way and smiled.

“Rough morning, huh?” Twilight asked as Applejack sat next to her, removing her large Stetson hat. 

Applejack scratched her mane and groaned, “You don’t know the half of it, Twi.” The Alicorn chuckled at that as Applejack continued, “Why so many guard? Ah mean, Ah realize they’re here to keep the reporters away an’ all but…don’t ya think it’s a bit…much?”

“Princess Celestia and Princess Luna want the area secured of any type of threat,” Twilight told her and suddenly shivered. “You never know what might happen. Whenever there was an Autobot there was always a Decepticon. We can never be too secure, Applejack.”

Applejack slowly nodded. “Ah guess that makes sense. Still, these reporters are soon to become the biggest annoyance this farm has seen since the Everfree Forest started to invade.”

Twilight chuckled again, this time interrupted by that pink blur appearing from behind the two.

“Can we look inside now?! Please, Twilight? Please, please, please, please, please?!” Pinkie begged as she held onto Princess Twilight’s neck, nearly causing the Alicorn to fall back.

Twilight managed to pry the pink pony off of her with her telekinesis. She looked back, her angry expression replaced with a forgiving one when she saw Pinkie’s puppy dog eyes and quivering lip to go with it. She simply rolled her eyes and said, “Sorry, Pinkie. Princess Celestia wanted nopony in the barn until she and Luna arrived, not even me.”

“Speak of the pony,” Rainbow Dash announced as she hovered above Twilight’s head.

As if on cue, the sound of trumpets filled the air. All six ponies turned their attention to the sky. Spike followed their gazes to see a bright golden chariot slowly descend towards the farm, a dark blue chariot following close behind. However, no one expected to see the crystal chariot behind the two.

Once all three had landed, Royal, Lunar, and Crystal Guards lined up in front of the three and bowed to their respected superiors. Twilight Sparkle and her friends stood up once they spotted the three princesses.

Princess Celestia couldn’t look better. Her mane flowed majestically as it always did, her beautiful eyes scanning the crowd until they locked with Twilight’s. She gave her brilliant smile, spread her wings, and slowly pushed upward and off the chariot. Once her hooves touched the Apple farm’s soil, another pair of hooves stood next to her. Celestia looked to her left and smiled at her younger sister.

Princess Luna seemed to be enjoying herself. Of course, staying awake during the day wasn’t really her strong suit; the Princess of the Night still looked as stunning as ever. Her smile mirrored Celestia’s, even as she brought her gaze over to Princess Twilight.

Princess Cadance always looked good. The news of Twilight’s discovery had reached all the way to the Crystal Empire, sparking her interests just as much as Celestia’s and Luna’s. Slowly paced, the three princesses made their way to where Twilight and her friends were. Once there, all three princesses bowed in respect to Princess Twilight. Twilight and her friends bowed as well.

Twilight ran up and gave Celestia a great big hug.

“Today is truly a momentous day, princess,” Celestia told the Alicorn wrapped up in her foreleg.

After a few moments, Twilight looked up at Celestia with teary eyes. She smiled and said, “You always told me to remember him…but now we don’t have to. We don’t have to grieve anymore, princess. I found him…he’s back.”

Celestia held back tears boiling in her eyes. She pulled Twilight into another embrace.

“I’m so proud of you, Princess Twilight.”

It was quiet, despite the constant shouting of reporters and flashing of cameras in the background. They all ignored it, just relishing in the heart-warming moment. Princess Luna coughed into her hoof, catching the attention of everypony around her.

“Well, shall we partake in our mission that we are here for?” she asked.

Celestia nodded, breaking the embrace and making her way to the barn doors. Once Celestia and Luna trotted past her, Twilight faced Cadance and smiled. The princesses nuzzled in affection before following behind the two sisters. Twilight’s friends followed behind her, creating a large train. The five ponies could barely contain their excitement.

Even Spike couldn’t wait to see their reactions.

Celestia used her magic to open the two doors in front of her. Cameras flashed wildly behind the sun goddess, Celestia merely smiled as she made her way inside, followed by Luna, Twilight, Cadance, Rainbow Dash, Applejack, Pinkie, Fluttershy, Rarity, and Spike.

The barn doors shut.

“What wonders will the Royal Sisters see inside the Apple family’s barn? It appears we will find out soon enough… Did you get all of that?”

The unicorn struggled to scribble down her superior’s words in sync. Being a reporter, especially today, was not going to be easy.


_______________



It’s very difficult to see in here. Celestia thought to herself.

From what she could tell, darkness was ever present, ever knowing. It filled the room, suffocated all life and happiness that was once present in Celestia’s heart. It was as if a dark presence entered her heart. Could it have come from Prime? Celestia already knew that Optimus had to be here. Twilight and her friends would never lie about a topic such as this.

The fact remained. Darkness was surely present, emanating from something, somewhere. Luna began to feel it as well. Her light blue eyes scanned the area for a threat. It was there…and gone the next second.

Twilight Sparkle lit the four lamps hanging from the walls.

The two sisters stopped. Twilight came to Celestia’s side while Cadance came to Luna’s. The other mares peeked behind the princesses. Spike struggled to see over their shoulders.

There he was. The last of the Primes. Thought to be dead as well as the others who gave up themselves for the safety and security of this planet. Celestia and Luna studied Optimus Prime up and down.

He was in his vehicle mode from what they could remember. Large gashes sprawled across his outer armor, as if something had slashed him with a sword when he wasn’t looking. The scratches were random, though, as if whoever did this wasn’t looking when they hit him. Aside from the cuts, Optimus had lost most of his color. The red and light blue had faded almost completely, dark and light brown slowly becoming his permanent color. Obviously remaining in the Everfree Forest for whoever knows how long can cause decay to even the great Prime.

Fluttershy gasped in awe, her tiny squeaks turning into controlled whimpers. Rarity wrapped a hoof around Fluttershy’s shoulder, calming her a bit.

Rainbow Dash’s jaw hung slightly open, her eyes, however, were as wide as they can be. Applejack chuckled lightly at Rainbow’s reaction. 

Pinkie Pie probably gasped the loudest of the group, but she kept her emotions in check, knowing that Celestia was trying to make contact with him.

Princess Celestia looked at Optimus’ side, noticing the Autobot symbol was not glowing red like it always did. Not a good sign. She ignored the thought, keeping it in mind however. She cleared her throat to begin. Complete silence fell upon the barn. Not even Pinkie Pie dared to utter a word.

“Greetings, Optimus Prime,” Celestia began in a tone that was understandable to all. “You may or may not remember us. If not, I am Princess Celestia, ruler of Equestria and raiser of the morning sun.”

Nothing.

Celestia appeared uneasy for a few moments. “Princess Twilight Sparkle found you in the Everfree Forest. Why is that? How did you come to be in our world yet again?” she asked, her tone unchanged and kept peaceful.

Optimus did not respond.

Princess Luna pressed her hoof on Celestia’s shoulder.

“Let us try,” Luna told her quietly.

Celestia nodded as her younger sister took a cautious step forward. Princess Luna gave the great Prime a stare that appeared hostile at first, but ended abruptly as she spoke out to him.

“Optimus Prime, it is I, Princess Luna. If you can understand me in any way, shape, or form, please do not wait to make some sort of action,” Princess Luna announced loudly.

It was full ten seconds and still nothing. No signs of movement or acknowledgement.

Princess Cadance stepped forward, right next to the Princess of the Night. She pressed her hoof on Optimus’ front portion of his vehicle mode. 

“Can you even hear us?” she asked, receiving nothing but silence.

Now the others began to get worried. Even Twilight showed some signs of stress once again. It had been so long since she’d seen him, one of her greatest friends, and here he was, being unresponsive. Fluttershy began to shake visibly. Rarity held her tightly, her eyes glued to see if Optimus would move. Rainbow Dash bit her lower lip and stamped her hoof on the dirt repeatedly. Pinkie Pie simply sat there and stared, no smile, no nothing. Spike nibbled at his claws worriedly. Applejack bit her hoof, trying her best to remain calm.

As Luna and Cadance continued to try to communicate with Optimus Prime, Celestia was busy trying not to cry. She shut her eyes, the image of the dark Autobot symbol finally meaning something to her now. She had but one choice.

Slowly nudging the two princesses away, Celestia stepped forward and ignited her horn. Her bright yellow magic filled the entire barn more than the lanterns could ever have done. Her pure bright eyes were shut as the princess slowly lowered her head. Celestia’s horn touched Optimus’ front. Instantly, she searched and searched for any signs of life. Her magic traveled throughout his body, in the hopes of finding that spark.

She found it.

Just as she thought.

…Although she wished it weren’t true.



_______________



The barn doors slowly creaked open.

Silence fell upon the massive crowd of reporters struggling to see through the spears of Royal Guard members blocking their path. Their cameras were held tightly, their notepads at the ready. The guards covering the entrance backed away and bowed for the coming of the princesses.

Big Mac and Granny Smith watched in awed silence as ten bodies slowly exited their barn. 

Celestia’s eyes were shut, as well as Luna’s and Cadance’s. None of them smiled. They couldn’t, they simply couldn’t. It was as if all the happiness and triumph of the day had simply disappeared. Princess Twilight appeared to be on the verge of tears. The other mares weren’t faring any better. Even Spike looked crestfallen.

It was absolutely quiet on the Apple Farm.

Celestia sighed and faced Twilight once more. She lowered her neck and nuzzled the princess. Twilight returned it with little effort.

“I’m sorry,” Celestia whispered.

She drew back, making her way back to her chariot to return to Canterlot. As Luna passed Twilight, she gave her a soft hug before making her way over to her own chariot. Cadance was the last one to hug Twilight Sparkle, whispering some calming words into her sister in law’s ear. It did little to help the hurting Alicorn.

Cadance sighed heavily. Just as Luna and Celestia have done, the Princess of Love took off into her chariot back to the Crystal Empire. Celestia leaned down and whispered into the ear of the commanding guard. He nodded and whipped out his trumpet.

In trained balance, all the Royal, Lunar, and Crystal Guard got into their respected groups. The pegasi pulled the chariots filled with unicorns and earth ponies, all in golden or dark blue armor. The guards pushed back the reporters while they were still screaming.

“Hey! We still got questions!”

“NO! WE NEED INTERVIEWS!”

“So, what? Is he dead or something?!”

That last question did it. Twilight Sparkle broke down and wept openly, her friends quickly coming to her side. Twilight embraced them as much as they could. However, their words of comfort did nothing to ease her wounded heart.

Celestia’s, Luna’s, and even Cadance’s chariot soared away into the sky, several other chariots following close behind them. Even from that distance, Celestia’s heart shattered to hear her friend cry.



> Chapter 4-A Touch of Chaos
> --------------------------------------------------------------------------



The barn doors slammed open, revealing an extremely stressed Twilight Sparkle.

It wasn’t the paparazzi that made her this way. True, they helped a lot in ticking her off, but it just wasn’t it. They were long gone, all the reporters and ponies wanting interviews with the newly appointed Princess of Friendship. No, it wasn’t them. It was the fact that they couldn’t do anything to save Optimus Prime. How she couldn’t do anything.

It was past noon and Twilight Sparkle and her friends were still in the barn. Twilight’s friends followed closely behind her, questioning her actions.

“Fluttershy,” Twilight ordered, causing the yellow Pegasus to flinch in fear, “did you write the letter and have Spike send it?”

Twilight was now currently standing in front of the frozen Prime, her glare flailing but determined. She looked back to see Fluttershy merely nod once at her.

“Good. You know he can tell the difference between Spike’s and your writing,” the Alicorn finished, facing Optimus once again.

Rarity walked up to her friend, placing her hoof on her shoulder. “Darling, I know what you’re going through. We all feel the same, don’t we girls?” Rarity turned back to the rest of her friends.

Pinkie Pie nodded, smiling widely.

Fluttershy stared at the ground sadly, nodding only once yet again.

Applejack nodded.

Rainbow Dash hovered above the rest. “Yep,” she said.

Rarity turned her attention back to Twilight. “He’s our friend too, Twilight. I…I just don’t want you to see your hopes rise up too high and then…”

Twilight faced Rarity, her eyes red and close to tears. “And then what?!” Twilight barked accusingly.

The alabaster unicorn was nearly offended. She raised her hoof away from Twilight and said, “You told us yourself, Twilight! There isn’t any Energon in Optimus Prime from what Celestia found! Energon is their blood!”

Twilight bit her lower lip, her eyes falling to the dirt and nearly watering.

Rarity sighed, “He’s gone, Twilight.”

Twilight shook her head, glaring at her friends. She was even more horrified to see them nodding their heads in agreement with Rarity.

“NO!” Twilight screamed. “Optimus never gave up on us! So I’m not going to give up on him any sooner! This is a sign, guys! Why else would Optimus come back only to be like…like this?!” she slammed her hoof on Optimus’ hood in frustration. Her friends flinched back in surprise, all except for one.

“OH! I think I-!”

“Don’t. Answer. Pinkie,” Twilight threatened, turning away from Optimus once more.

Pinkie Pie grinned innocently. “…Maybe he’s just playing a game with us?” Pinkie suggested, receiving multiple glares.

“Not helping, Pinkie,” Spike groaned, his claw meeting his face.

“I’m afraid she’s right.”

All movement in the room froze. All voices were cut off. Nopony dared to utter another word. Twilight slowly turned towards Optimus once more, her eyes filled with hope. His voice…it was Optimus’ voice! He spoke!

“Optimus…Optimus, say something!” Twilight stuttered, her eyes dancing across Prime’s motionless form.

Still in vehicle mode, Optimus spoke once again. The mares stood together in awe. Spike’s jaw was literally touching the floor.

“I have traveled many light-years to see you all again. It feels me with great happiness just to see your smiling faces…especially you…Twili-pfffft HAHAHAHA!!!”

Twilight’s joyous smile vanished, a look of dread and ignorance plastered on her face.

She knew that voice all too well.

Instantaneously, Discord appeared in a flash of white light above all six mares and one baby dragon. He clutched his stomach as roaring laughter spilled out of his mouth. None of the ponies below him laughed, none smiled, they just glared. Even Fluttershy.

After a few more seconds, Discord looked down at them, wiping away a small tear. He noticed Twilight’s crestfallen expression and everypony else’s stares. “HAHAHA! I’m…I’m sorry, Twilight! I…I just had to do it! For ol’ time’s sake!”

Fluttershy stood next to Twilight, glaring up at the draconequus. “Discord! That wasn’t a very nice thing to do! You know Twilight cares for Optimus just as much as she cares for us! Now get down here and apologize!” Fluttershy threatened.

Discord was about to retaliate when he noticed everypony else. They glared at him, obviously not in the mood for his antics today. 

Tough crowd. Discord imagined himself saying that. She was right, though. That was a pretty messed up joke, even for him. Especially with his new friendship with Twilight…this wasn’t going to fit well. Oh well, friends forgive each other, right?

Discord snapped his talons and teleported in front of the Alicorn. He stared at her with a large grin and said, “I’m sorry, Twilight. Do you forgive me?” He added the puppy dog eyes for effect. 

Twilight looked up at him. Discord’s jaw opened slightly to see her almost in tears. Okay, that joke definitely went too far. He quickly got down to one knee, placing his hand on her shoulder.

“That wasn’t funny, Twilight. I’m sorry. Can you forgive me?” Discord basically pleaded, though he kept his emotions in check.

Twilight looked away once more before slowly nodding. Discord smiled and mentally patted himself on the back. As he got back up to full height, he turned around to study the great Optimus Prime. He was in his vehicle mode, brown nearly becoming his permanent color. Discord stroked his chin.

“So…what seems to be the problem with him again, Fluttershy?” Discord asked.

Fluttershy walked passed Twilight and came up next to Discord’s side. She pointed at Optimus and said, “He doesn’t have any Energon. Without Energon, Optimus can’t live. We were thinking, however, that maybe you could find a way to bring him back to life…you know…with you being the master of chaos and all.”

Discord nodded slowly. “Interesting…interesting…” he muttered as he continued to stroke his chin.

It was a full fifteen seconds with Discord standing there…doing nothing but staring at Optimus and stroking that chin of his. Rainbow Dash grinded her teeth together and shouted, “Well?! Are ya gonna help us bring Optimus back or not?!”

Discord’s neck spun around as an owl would. He glared at Rainbow Dash and said, “Well, I was considering it, but with that attitude I’m not so sure anymore!” He finished by crossing his arms, his nose facing upwards.

Rainbow Dash growled, “Why you little-!”

She was stopped when Twilight raised her hoof in front of her. The Alicorn princess approached the draconequus. Discord looked down when he felt a tug at his leg. His twisted heart nearly cracked when he saw tears running down Twilight’s cheeks.

“Discord…please…” Twilight whimpered.

Now this was something new. He would never have expected to see Twilight Sparkle, the great Princess of Friendship resort to begging at his feet to save a friend. However, he knew of their friendship, Optimus and Twilight. They were close, closer than any pony could get to an Autobot. Seeing him here, unresponsive and unwilling to react to their presence had broken her inside.

Also…Optimus was his friend, too. Kinda.

Discord sadly stared at Twilight, giving her one nod.

He faced the fallen Prime, his fists glowing bright with chaotic magic. All around them, hay and dirt began to rise off the ground and swirl around Discord. The draconequus slowly began to hover, a white ring of magic circling him. Twilight Sparkle and her friends all backed away until they reached the barn doors. This wasn’t normal magic...

Discord opened his eyes, revealing shades of dark purple and blue swirling in a deadly mixture. He pushed his fists forward and drove himself into Optimus Prime. As his body evaporated, his mind and soul traversed the massive insides of the great Prime, searching for the weakness, hoping for a cure.

When he found the problem…he sought to fix it.

Optimus’ body began to glow. The six mares and one dragon shielded their vision from the bright light escaping Prime. It was as bright as the sun, if not brighter. Soon enough, Twilight and her friends had to escape the barn. It was getting uncontrollable in there.

In one bright flash of light, the barn showcased an amazing spectacle one could only wish to be present for. Chaotic magic burst out of the roof and tiny cracks across the surface. Twilight raised a foreleg to block out the bright rays of light.

It dimmed down, leaving the barn dark once again.

They stood out there silently, six mares and one dragon. The moment was too tense for anypony to speak, to mutter any words of relief or question.

Slowly, the barn doors opened…

Discord walked out, his eyes closed. He made his way over to the mares, dragging his feet the entire way. When he was standing right in front of the Alicorn, Discord opened his eyes and stared at her. Twilight. He stared at Twilight and Twilight alone.

Her violet eyes stared right back, curious and worried.

Discord couldn’t bear to speak. He slowly shook his head at her…revealing his failure.

He didn’t know what it was. Normally his magic could have him achieve feats only perceived out of legend or in storybooks. His magic was but as powerful if not more powerful than Celestia’s…and it had failed him. Whatever it was…he couldn’t create a new way for Optimus to live once again. He needed Energon…Optimus needed Energon to survive. There was none on this planet.

Twilight Sparkle choked up, her lower lip quivering and her eyes beginning to water once more. They were running out of ideas…nothing was working! Optimus wouldn’t come back no matter what they were doing!

A single tear fell from her left eye. Before it hit the ground…before she even knew it…Discord had wrapped her up in a hug.

She wasn’t surprised. Twilight hugged her friend back.

Her friend…Discord.




> Chapter 5-No Turning Back
> --------------------------------------------------------------------------


Noctune gazed at the terrified pony lying across his desk, his newly waxed desk. That pissed him off.

The pony known only as Swift Shade was being held down by two others, two of Noctune’s closest friends. Swift’s terrified eyes quickly shot down to his foreleg being forced outwards in front of the dark brown stallion in front of him.

Noctune stared at the light blue pony once more before bringing his attention over to the knife in his hoof.

“How do we know we can trust you?” Noctune casually asked, his deep voice frightening the young stallion currently wetting himself.

Swift Shade’s focus landed on the knife Noctune was twirling in between his hooves. His eyes shrunk to the size of pinpricks. He stuttered with all his willpower, “P-please! I-I swear my allegiance to y-you and you only, sir!”

“And to whom else…?” Noctune asked.

Swift Shade gulped as the knife began getting closer and closer to his foreleg.

“To…to the Alliance of Alien Activity!”

Noctune raised an eyebrow, before smiling warmly. He chuckled at the stallion’s terrified expression, earning a few chuckles from said pony…though they were forced.

The screams of pain, however, were not forced.

Noctune grabbed Swift Shade’s foreleg and cut into his skin with the knife, drawing blood instantly. Swift shouted in agony, clearly unprepared for what was coming next. Noctune had to force more of his own weight onto the stallion to keep him from moving. He cut and slashed an emblem on the pony’s skin…to forever remain.

“You carry this mark, rookie. You carry it and soon all of Equestria will know it. Celestia will know it…Princess Twilight will know it…the whole damned world will know it sooner or later! When you carry this mark you work for us…nopony else…you’re allegiance is to the Alliance now…not to Princess Celestia or any of the Alicorns running this land!” Noctune hissed as he worked. 

One final cut later, Noctune got off the young stallion and pushed him off his desk, which was now covered in blood stains. Swift gripped his foreleg in pain, small tears appearing at the end of his eyes. The two buff stallions merely stared at the young pony, no emotions running past their tinted sunglasses.

Swift stared at his new commander. Noctune sat back in his large leather chair. He had a short black mane and dark brown skin. His eyes were light grey, emotionless and evil. He wore a black coat that covered his front forelegs, which covered his mark.

The young stallion needed a towel or two…

“T-thank you, sir…I won’t let you down…” Swift stuttered, watching as Noctune simply nodded, waving him towards the door out of his office. The stallion nodded back making his way towards the door. The two buff stallions followed close behind him, Swift’s trail of blood staining the carpet.

Noctune sighed…it was still bucking Monday.

He never regretted a thing, though. This gig was the best he could possibly get, especially with the way Celestia is running the country. He sighed heavily and shook his head. Princess Twilight was going to make things even worse. Noctune hated the princesses, everything about them, but the one thing he despised them for the most was how they never could revolutionize the country. They had the power, he knew it, the country knew it, and even they knew it! Well, if the princesses weren’t going to offer change to the world…he would.

After the devastating effects of the Decepticon invasion, now referred to in the updated history books as “The Darkest Hour”, the world realized they could never be too safe knowing they weren’t alone in the galaxy. So, with secret aid from several underground companies, the wealth of the Griffon Kingdom, brilliant minds from all over the world, and cutting edge technology that was once seemed impossible now made reality, the Alliance of Alien Activity was born. Celestia was the one who allowed them to act only to protect the world and its citizens.

Princess Celestia allowed them to have their headquarters in Vanhoover. 

And Noctune was the leader of it all.

He underwent everything. Noctune founded the AAA shortly after the invasion, receiving aid and support from multiple countries. Sooner or later, he became very powerful, one of the richest in the country of Equestria. His billboards stretched across the lands and in hundreds of cities. Most of them read “Remember the Fallen Cities.” Each one would end with his insignia and company name.

The Alliance.

Noctune had it all. Power, money, mares at his hooves, everything. He was the leader of what would soon to become the most powerful military force on the planet if his company and publicity kept at its pace. He could order his troops to level an entire city if he ever needed to. Yes, Noctune truly had it all. Then…why was he so angry?

Simple. The princesses.

Especially Twilight Sparkle.

There was a time where Twilight Sparkle truly shined, a time where Noctune actually saw her as an inspiration and a hero. The time she saved Equestria from Discord and King Sombra was a tale worth telling. She was magnificent. Then…Celestia…

She made Twilight a princess. That changed everything.

Noctune and many other ponies didn’t know how this would alter their way of life. Noctune once was proud of her that she received such an honor, and hoping that she would finally bring change to the country. 

No…she’s just like all the others. Celestia…Luna…Cadance…all of them make him sick to his stomach. With all the problems in the world, not just the threat of an alien invasion would frighten ponies. Famine, pestilence, war, riots, creatures from the darkest pits of Tartarus, anything that could happen now could be prevented…if Celestia just allowed him to help.

Noctune wanted change. That’s all he ever wanted was to make Equestria and the world better, safer, more proficient. When he finally got the chance to travel to Canterlot to speak with Celestia about this problem…she denied him of his help and power.

She denied change.

Celestia told him that power like that can change ponies! That change in over a thousand years of peace would bring anarchy! Especially the way he described the change!

Change in military…change in weaponry…change in their very way of life.

That’s the reason he hated them. From that moment on, Noctune only worked to protect his country from alien invaders, quietly building a massive army of elite technology that Celestia couldn’t dream of. It was very, very impressive.

However, his worst nightmares came true not too long ago.

Tirek returned, and when he made his way to Vanhoover with that traitorous scum Discord by his side, Noctune actually tried to fight back with his army. Noctune tried to protect his city and everypony that dwelled in it, but even his mighty military strength was no match for the two gods. He lost the magic that resonated inside of him. Tirek enjoyed taking it from Noctune.

He actually thanked Twilight Sparkle that day. It was one of her only shining moments as a princess of Equestria. But it was all a mistake, a mistake Noctune swore to never happen again. He upped his military power even more, receiving more and more money from the Griffon Kingdom. Things seemed to be very promising. 

Ever since that day, Noctune has become even more powerful, spreading his influence throughout the lands, insuring ponies that there was no reason to fear. Their world would be protected…from anything. Even if a tyrant was leading it.

Noctune leaned back in his leather chair and closed his eyes.

It was still bucking Monday.

Of course his moment of peace was interrupted by his doors slamming open.

Noctune opened one eye to see a sweating member of his top coalition, Brimstone, enter the room. He was a unicorn, young and powerful. He had a light tan coat and a blue mane. As well as himself, Brimstone wore a black coat to cover his two front forelegs. In his mouth was a newspaper.

“Sir! Youf got to shee thish!” Brimstone shouted with the newspaper muffling his language. He sped over to Noctune’s desk, spitting out the newspaper right in front of his commander. Noctune stared lazily at the headlines, which were mixed with spit and appeared unreadable. Noctune’s eyes rose up and glared at the unicorn.

Brimstone blushed lightly and pointed to a small segment of the paper. “Just read this, sir! You won’t believe it…” he chuckled lightly at that, removing his hoof from the paper.

Noctune casually looked down at the paper and read the small article that Brimstone had pointed to. He read silently and mouthed the words. As he read, Noctune reached over and picked up his glass of hard cider. When he took a sip, he literally spit every last drop onto his loyalist’s face.

Noctune dropped his glass and gripped the edges of the newspaper, his eyes wider than he ever expected. As Brimstone tried desperately to get the burning cider out of his eyes, Noctune slammed the paper on his desk and glared at him.

“How long has this paper been out?!” Noctune nearly screamed. Brimstone flinched back in horror, obviously taken by surprise.

“It...I-I mean one of the lower ranking privates found this on his usual routine through town!” he gulped when Noctune’s glare intensified. “B-but the paper just came out today! This morning!”

Noctune closed his eyes and took in several deep breaths, regulating his emotions. How could this have happened? An alien?! A Transformer even…found in Ponyville?! He mentally slapped himself for not finding this out sooner. The papers said of it possibly being Optimus Prime, the leader of the Autobots, but none of that mattered to Noctune. Any alien…was a threat.

Autobots were the reason for the invasion; they were the reason for everything. Noctune couldn’t have that…even if it was an Autobot…it needed to be eliminated. When he opened his eyes, Brimstone could already see the red in his veins.

“Get Brass Hoof and groups one through four to Sweet Apple Acres this instant! Equip them with the best weapons we got! We CANNOT allow that alien to escape!” Noctune spat out to the young unicorn.

Brimstone bit his lower lip, looking side to side questioningly. “But…but this was Brass Hoof’s week off! You know how much he questions your authority…he’s not gonna be happy about-!”

He was instantly silenced when Noctune slammed his hoof on his glass of cider, smashing the glass. Noctune’s glare was as intense as a burning cinder, his teeth clenched and ready to bite off anypony’s nose that got too close. Brimstone found himself cowering under his commander’s stare, his legs shaking uncontrollably.

“That wasn’t a request,” Noctune hissed through clenched teeth, “it was a DAMNED order!”

Brimstone nodded quickly, doing the smart thing and getting the buck out of there. Noctune regulated his breathing. He soon found a seething pain from his hoof. He looked down to see glass shards stuck to his skin, blood leaking out vigorously. Not only that…but there was small cracks on his desk from the impact of his hoof.

Noctune quickly covered up his foreleg with his black coat, hiding the deadly weapon he had underneath. He leaned back and clutched his bloody hoof. It hurt…but not as much as when he carved the mark into his other foreleg.

He needed not to worry. The problem would soon be taken care of. Noctune smiled. Ponies did what he wanted when he wanted; he would have never gotten what he wanted if he was just a simple member of the Royal Guard. Power was truly a great thing.

Maybe Celestia was right all along…power changes ponies.

Power changes everything.




 
> Chapter 6-One Final Push
> --------------------------------------------------------------------------



“I can’t believe this,” Princess Twilight groaned as she read the morning newspaper. It wasn’t the fact that the reporters covered the story of Celestia’s failed contact with Optimus Prime, it was the fact that they wrote whatever they wanted.

Twilight read the lines out loud to herself. “'Failed contact with Equestrian legends leaves many ponies wondering if it really is the leader of the Autobots and not just a piece of junkyard scrap?!’ Are you kidding me?!”

The Alicorn crumbled up the newspaper and tossed it in front of her. She rubbed her temples and groaned loudly. If it wasn’t for her morning coffee coming soon she might as well lose it. The ponies, that were meant to be specialized reporters, wrote nonsense that made her headache much worse than it should have been.

Celestia…she needed her coffee.

“Did a princess order a coffee?” said a cheerful voice Twilight recognized at heart.

Twilight opened her eyes, smiling gratefully and sort of holding back a laugh at her number one assistant. Spike wore a pink apron which represented a large red heart in the center. In his claws he carried Twilight’s morning coffee, heat rising from the cup, making Twilight lick her lips in anticipation.

“Thank you so much, Spike,” Twilight said as she levitated the cup out of Spike’s claws, “I really needed this.” She leaned forward in her throne and hugged the baby dragon. 

Spike blushed softly; rubbing the back of his head after Twilight broke the hug.

“Aw…it was nothin’,” Spike admitted. As he was making his way over to his own little throne, Twilight took a big whiff out of her morning coffee and sighed contently.

“That doesn’t smell like nothing,” Twilight moaned as the sweet, lustful smell of the coffee pierced her nostrils, filling her mind with passionate and wonderful thoughts. Oh, she simply could not wait to take that first sip. Carefully, she blew away the heat, watching the steam rise away, leaving her coffee perfect and ready for the taking. She lowered the cup into her hooves, slowly…ever so slowly, bringing it up to her lips for that one taste…

“GOOOOOD MOOORNING PRINCEEEEEESSSS!!!!!”

Twilight flipped the coffee cup into the air. She screamed in surprise and pain, a mixture of both. With the hot brew spewing right into her face, all that was left was the cup landing perfectly on her horn. With her right eye twitching in irritancy, she slowly looked over to see none other than Pinkie Pie, a large megaphone in her hooves.

“Good. Morning. Pinkie. How are you?” Twilight hissed through her gritted teeth. Even with the coffee pouring down her face, she also noticed Fluttershy, Rarity, Applejack, and Rainbow Dash all behind the wild one.

Ah…yes.

Twilight levitated the cup off her horn, announcing loudly as her friends entered the throne room. “Thank you, girls, for all coming at such short notice. Spike and I probably should’ve wrote each of you these letters last night so you wouldn’t have to of gotten up so early,” as she spoke, Spike handed Twilight a towel to which she gratefully took and wiped her mane and face.

Rainbow Dash lowered herself onto her respected throne, waving off Twilight’s explanation. “Aw don’t sweat it, Twi,” she said with a carnivorous yawn escaping her mouth, “I sleep all day anyways.”

Applejack took a seat in her throne, shaking her head at Rainbow’s response. “Unlike some ponies, Ah have no trouble gettin’ up this early, Twilight. In that letter ya made it sound like this here meetin’ was real important.”

The Alicorn princess removed the towel from her head, revealing her mane in shambles and hair sticking out in all directions. “Oh it is, Applejack!” she said with a smile. 

Rarity made her way over to Twilight’s throne, using her magic to fix Twilight’s mane to its original splendor. Twilight smiled gratefully as Rarity said, “Then what, pray tell, would this meeting be about, Twilight?”

“How long is this going to last, Twilight?” Fluttershy made herself visible for a few moments as she took her seat. “I promised Angel and the other critters I would prepare them an extra special breakfast this morning.”

Twilight smiled at her timid friend. “It’s not going to last that long, Fluttershy,” she told her, suddenly looking at each them, “All I need is for us to do one thing, and then we’re done. So, everypony, take your seats.”

Rarity sat down in her throne, waving at the young dragon sitting across from her. Spike’s face turned bright crimson, waving softly back at her. Twilight looked around. Applejack, Rainbow Dash, Fluttershy, Rarity, Spike, and…

“Pinkie…” Twilight warned, “wherever you are…please get in here and take a seat.”

The bright pink pony suddenly appeared right behind the Alicorn, nearly giving Twilight a heart attack for the second time today.

“Hey, Twilight! I was just looking around in your room and I found this COOL staff!” she pulled out of nowhere a golden cane with a crude adaption of Twilight’s head on the top. She hugged it tightly to her chest and screamed, “Can I have it?! PLEASE?!”

“OKAY!” Twilight shouted, suddenly covering her mouth in surprise.  She stared at Pinkie and narrowed her eyes. “Just please be quiet,” she told her.

Pinkie nodded madly, speeding over to her throne with the golden cane in her hoof. She sat regally, proud and pink. Twilight shook her head, denying a smile that appeared on her face. That’s what she loved about Pinkie: The way she’s just…Pinkie.

Clearing those thoughts away, Twilight cleared her throat and announced, “Obviously these past few days have been…eventful. It’s been…so long since we’ve seen Optimus…or all of our friends for that matter.”

“Twi, what are ya gettin’ at?” Applejack asked, her eyebrow raised in suspicion.

“What I’m getting at is that we’re so close…so close to bring that bond, that friendship back to our hearts…to this world. If we save Optimus, bring him back to us…I can’t even imagine a greater thing. Letting a hero live among us, a friend return to us. Obviously you all want Optimus back.”

“But…Twilight,” Fluttershy began, shuttering when all eyes were on her, “you…I-I mean we all saw that even Discord couldn’t save him. He’s the master of chaos, his power is far stronger than any unicorn out there.”

Twilight nodded. “That’s true, but-”

“And don’t forget Princess Celestia actually went inside of him!” Rainbow interrupted, taking the spotlight that was meant for Twilight. “She even said that Optimus can’t live without Energon. I mean, unless you got some of that stuff lying around here, Twi, there isn’t any on this planet.”

Twilight bit her lip. “Okay, I get it, but I-”

“Twilight,” Applejack interrupted as well, earning a sigh from Twilight, “those are the two most powerful beings on this planet. An’ it’s not gonna take Princess Luna or even Cadance with Celestia ta have that power ta bring him back.”

“But we have that power, Applejack,” Twilight grinned victoriously. “We have the Rainbow Power.”

Everypony gasped in surprise, Pinkie suddenly dropping the cane as if it never even existed. In the confusion and surprise, there was silence, like a great thunderstorm settling. All colorful eyes shifted to one another, as if each pony was thinking the same thing.

Could it work?

Rarity was the one to break the everlasting silence that consumed the room. 

“Twilight, I know that this new power we hold is far stronger than the Elements of Harmony. But I don’t believe it has the power to bring Optimus back.”

The Alicorn frowned, sticking her hoof in the air for effect. “When Tirek consumed all the magic in Equestria, he consumed the magic from every single unicorn, Pegasus, and earth pony. Add that to when you guys told me he stole Discord’s chaotic magic and all of the Alicorn magic he consumed. Tirek was more powerful than anything on this planet…and we beat him.”

All eyes in the room widened. Not a word was breathed.

Twilight continued, “The Rainbow Power is more powerful than Celestia, Luna, Cadance, Discord, and hundreds of thousands of ponies’ magic combined! We hold the most omnipotent, most devastating power this world has ever dreamed of witnessing.”

The five ponies in the room were shunned into silence. Spike was getting excited; Twilight’s big finale was coming.

Twilight narrowed her eyes at each of her friends, grinning from ear to ear.

“We can save Optimus Prime with Rainbow Power,” she finished.

It was silent for a whole two seconds before Rainbow Dash shot out of her chair. “I’m in!” the cyan Pegasus shouted, taking off towards the center of the room. Her tail was yanked back by Applejack who, with incredible reflexes, grabbed her just in time and brought her to the crystal ground.

“Easy there, partner!” the earth pony exclaimed, receiving a glare from Rainbow and a questioning look from the others. Applejack turned to Twilight and sighed heavily, “…Twi…if this doesn’t work…than ya know there’s nothin’ else we can do.”

Twilight got off her throne making her way towards the center. The rest seemed to follow, except for Spike who decided to sit and watch at the spectacle about to take place. The Alicorn rested her hoof on Applejack’s shoulder, giving her a warm smile.

“You gotta have faith, Applejack. That’s what got us this far. Our friendship…it would’ve never made it through all the challenges we faced over the years if we didn’t have faith. Who’s to say it’ll fail us now?”

Applejack looked at the ground, took a very deep sigh this time, and rose up to meet Twilight’s eyes. She smiled back.

“Alright, Twi, Ah’m with ya on this one,” Applejack said, seeing as Twilight gave her a quick hug.

Twilight broke off and turned her attention back to all her friends. She nodded, pointing towards the center of the room…where her cutie mark was displayed.

“Formation girls, and just like we practiced. All of us need to focus on one certain area where the Rainbow Power needs to go, and it’ll go there,” Twilight explained, watching as her friends circled around the large star portrayed in the center of the throne room. Each of them nodded.

Princess Twilight closed her eyes, imagining in her mind Sweet Apple Acres. The morning sun shining down on rows upon rows of apple trees, succulent apples ripe and ready for the picking…or bucking. She imagined Big Macintosh pulling a large carriage filled with hay bales. Apple Bloom was in the background, playing with her friends Sweetie Belle and Scootaloo. Granny Smith was sound asleep on her rocking chair sitting on the front porch of the house.

Then there was the barn. She imagined the doors opening, revealing Optimus Prime, her friend, awakening once the rainbow hit. Just the thought filled her heart with joy, bringing a bright smile upon her face. That wasn’t the only thing that shined bright…

The others, Pinkie, Rainbow, Applejack, Rarity, and Fluttershy all felt the same thing. The rebirth of an old friendship they had with the last Prime. Each of them imagined Applejack’s barn, and what dwelled inside.

There was bright light emanating from each mare, the one light that could only mean one thing.

Rainbow Power.

Spike actually had to shield his eyes for what happened next. Each mare glowed as bright as the sun, their power brought to the center, showering a display of lights and majesty across the room. Spike actually watched this time, his jaw open wide.

“Wow…” he breathed with sparks dancing across the floor and Rainbow Power skyrocketing upwards towards the ceiling. 

Outside of the castle, the residents of Ponyville were just waking up, performing their normal morning duties. ‘Open’ signs appeared on every fruit or vegetable stand as hungry patrons came to spend their hard-earned bits. Shops opened up, letting in ponies from all around. 

Suddenly, there was a bright light.

All eyes focused on Princess Twilight’s castle. Carriages crashed into one another with nopony paying attention. Ponies dropped their baskets in wonder and awe as a long rainbow stream erupted from the top of the castle. The massive stream acted on its own, taking flight and flying right over the town. All eyes followed to where it was going…Sweet Apple Acres.

Big Macintosh went in for a heavy buck to bring down every apple at once. His carriage was nearly full and this was the last apple tree in the west orchard to clear. He reared back…but suddenly stopped, his eyes catching a massive rainbow stream hitting the barn and destroying the roof.

His eyes widened in horror. “Nope!” he screamed, missing the tree by a mile and landing flat on his stomach. He got up quickly, racing towards the front of the barn. 

Big Mac made a full check to see if anything else was damaged. All except the roof, everything seemed to be fine. How in the world did a rainbow just come out of nowhere and-

After a recent teleportation spell concocted by none other than Twilight herself, the princess and all her friends appeared in Sweet Apple Acres. Twilight was the first to get to the front of the barn. Completely ignoring Big Mac’s presence, the Alicorn shoved the red earth pony away like he was nothing, her focus only on what the aftermath was.

Big Mac, however, was launched into the pig pen.

Nopony seemed to care, except for Applejack who shouted an apology for Twilight. The Alicorn princess was busy using her magic to rip open the barn doors. They were immediately greeted by a huge cloud of dust.

After a long coughing fit, Twilight and the others peered inside. It was still really smoky inside; they couldn’t see much of anything. Twilight blew the smoke away in front of her as he she took her first cautious step forward inside.

Fluttershy, Rarity, Applejack, Rainbow Dash, Pinkie Pie, and Spike all followed right behind her. They noticed a massive hole on the ceiling, obviously caused by the Rainbow Power, but nopony cared for it. Not even Applejack. They were preoccupied on the task at hoof. However, the ceiling did provide sunlight that soon would clear away the smoke.

Twilight still couldn’t see a thing. Even when she thought she was halfway inside the barn, still nothing. Her hopes kept rising and rising at the thought that it actually worked, that their Rainbow Power brought Optimus back.

She soon ran into something warm and hard.

Rubbing her nose backing off, Twilight looked upwards and noticed a massive dark outline in the smoke. She gulped.

The smoke had cleared out of the barn.

All the mares kept their breathing silent…waiting…hoping. Spike chewed his thumb.

There he was. Optimus Prime…still in vehicle mode. 

Smoke drifted off the last Prime, but he said nothing, remaining in his frozen stupor. Twilight gulped again, clearing her throat and beginning the first contact.

“…Optimus…can you hear me?”

A full twenty seconds passed. 




Nothing.

Her hopes were diminished. An animalistic scream erupted out of Twilight’s mouth, tears flooding her eyes as she sent a magic bolt straight into the wall, creating another massive hole in the barn. She sent another after another, into the ground, the roof, the wall. Her screams were never drowned out. Even with her friends yelling at her to stop, she did not.

They grabbed onto her, holding the Alicorn down. But it was over, all hope, all faith she had was gone. Optimus was gone…nothing could bring him back. Twilight screamed and screamed again and again, slamming her hooves in the dirt and crying like a child.

Her friends held her down, shouting over her screams and trying their best to calm the heartbroken princess. But nothing could help her now; she was lost, forever to regret never rebuilding that friendship they had created long ago. 

It wasn’t long before her angered boiled down and her sadness took over. Twilight Sparkle laid down on the dirt and cried, cried harder than she ever had for a long time. Her friends no longer shouted. They sat down with her, hugging her, rubbing her back, and just being there for her.

Six mares mourned that day for their friend. 

And one baby dragon could do nothing but watch.



> Chapter 7-Honesty
> --------------------------------------------------------------------------



“Alrighty, Big Mac, Ah’ll be in fer dinner in a few minutes! Just gotta…just gotta put the tools away!”

“Eeyup.”

Applejack shook her head at her older brother’s obvious response to anything. As she watched Big Macintosh head towards the house, she looked past him to watch the sun set over the hills of the Apple Orchard. They truly have come a long way.

She only got to buck apples in the eastern orchard, most of the day was spent plowing and tending to the broken roof of the barn. 

Poor Twilight, she must be taking it harder than any of us. Applejack thought. Ever since yesterday’s incident, Twilight teleported herself and Spike away from her barn as soon as she could. She probably went back home immediately.

Rarity had told Applejack that she would go talk to Twilight, hopefully help her feel better. AJ was still wondering how Rarity was doing, considering she cried just as hard as anypony else after Twilight’s outbreak yesterday. Applejack wondered if she would go see if Twilight was alright soon enough, but for now…work had to be done at the Apple Farm. Hopefully tomorrow morning she’ll visit Twilight’s castle.

Speaking of her barn and fixing it up, the orange earth pony arrived to the front doors of said barn. Grunting in effort, Applejack pushed open the barn doors with a little extra force. It was a particularly hard day for her, considering she had to use the plow all by herself. She really had to stop taking turns with Big Macintosh and just have him take the job permanently. 

As the doors slowly pushed inwards, the light of the setting sun filled the dark barn with life once more. Applejack did nothing more than breath out of her nose at the sight. 

Optimus Prime remained.

Applejack’s eyelids were halfway closed, all interest and hope completely diminished at the sight of him. A couple days ago were the most exciting they’ve been in years. They could’ve had their friend back, the one who sacrificed his life for a world that was not his own. A hero would’ve been living among them.

Now…he’s was just another rusting machine…just like all the other tools in her barn.

Applejack sighed and slowly made her way into the barn, the plow strapped to her back. Not only was it the plow, but a saddlebag filled with tools settled across her back. The added weight made the farmpony move slow, not that that had bothered her in anyway. 

It was the silence. The never ending silence.

Once she reached to the side of him, Applejack let out a soft chuckle.

“Evenin’,” she casually greeted. 

Optimus said nothing.

Applejack shook her head again, removing her saddlebag and placing it on a nearby shelf. She clicked the plow restraints free, allowing herself to remove it.

“Ah hate plowin’ the fields…but somepony’s got ta do some work on this here farm. Ah’ll tell ya, Optimus, the summer heat really makes things difficult around here. It ain’t what it used ta be, Ah’ll tell ya what.” 

Once again, the Prime did not speak.

Applejack chuckled quietly as she placed the heavy plow in the back of the barn. She wiped her forehead of the sweat that dribbled down her eyebrow. She stared at the large hole created from yesterday’s incident. 

“Ya know…Ah’ve never seen Twilight this heartbroken since…”

Memories returned of the battle at the Crystal Empire a year ago. Bullets flying over her head, dead bodies lying in the crystal streets, and the Crystal Castle nothing but a smoldering husk of dust and death… It truly was a terrible time in Equestria’s history. The darkest it’s seen since the Autobots’ first arrival. Applejack shivered at the thought.

Releasing another great sigh, Applejack turned and made her way out of the barn. As she past him, Applejack gently rubbed her hoof across his rusty surface.

“Ah’ll see ya tomorrow, Optimus,” Applejack told him, her words barely rising over a whisper.

It seemed like routine. Prime did not acknowledge her.

Applejack shook her head. Closing her eyes, she made her way to the open barn doors. She stopped, however, and spoke once more to the silent Prime. She dared not look at him.

“Oh…Ah almost fergot…Fluttershy will be here tomorrow ta see ya,” Applejack said, basically talking to herself now.

She expected no response. Just like that, Applejack sighed for the last time that day and walked away from the barn, the doors closing behind her. She knew it was pointless. Optimus was gone, nothing could change that. However, Fluttershy really wanted to visit him, and how could she deny a friend of that? Still, the nagging voice in the back of Applejack’s head spoke again. It told her that all her friends’ attempts at reconnecting with the dead Prime was useless. It was basically like talking with a statue.

Like before.




> Chapter 8-Kindness
> --------------------------------------------------------------------------



The barn doors slowly creaked open, revealing a long, pink mane making its way inside. The pink mane was followed by a pair of brilliant cyan-colored eyes, and a very small and timid voice.

“Um…Applejack told me nopony was in here…is that true?” 

She received no response…but still waited a full ten seconds.

“Oh! Thank goodness!” Fluttershy announced in relief, pushing the barn doors aside to let in Angel Bunny. On her wing was a small basket, a red and white striped blanket revealing itself on the side. As she pushed open the doors, the Thursday morning sun spilled into the dusty barn, giving Fluttershy the perfect view of him.

Nothing had changed since the last time she saw him. Optimus Prime remained unmoving, unresponsive, and uninteresting now that he was simply a rusting piece of metal. That’s what others called him, mostly those in Ponyville or the reporters from a few days ago. How disrespectful. 

When Fluttershy heard these things, she wanted to scream right in those ponies’ faces and tell them that Optimus was a hero and deserved respect for what he did. However, she couldn’t bring herself to do such things. But in her heart she knew it was true and they were all wrong. Optimus was not a rusting piece of metal…he was their friend.

She approached the Prime slowly, Angel Bunny right at her side. Fluttershy observed her surroundings. Small dust particles danced around in the slivers of morning light breaking through the small cracks in the barn’s roof. It was a deadly reminder of Twilight’s episode a couple days ago. 

Poor Twilight…I hope she’s doing alright. Fluttershy could only imagine Twilight’s pain, far greater than her own or all her friends’.

Fluttershy stopped a few feet in front of Optimus. She stamped her hoof gently in the dirt, her eyes refusing to look at him. The yellow Pegasus politely cleared her throat and spoke barely over a whisper, but loud enough for even Angel to hear.

“…Um…good morning, Optimus.”

She knew her voice was heard, but expected no response. Fluttershy didn’t mind the silence.

She welcomed it.

Gently sitting down, Fluttershy lowered the basket in front of her, opening it and laying out its content. She spread out a medium-sized blanket in front of her and placed a bowl of baby carrots in the center of it. Angel Bunny was once drowned out in boredom from seeing the unresponsive Autobot, but he immediately turned towards Fluttershy at the smell of carrots. He hopped towards the blanket, grabbing a carrot and munching on it.

Fluttershy giggled at the adorable sight, rubbing Angel’s head as he ate his carrot. She reached into the basket and pulled out a freshly prepared apple. She didn’t know why…but she’ gotten the oddest cravings for apples recently. It’s never been like this before, but now whenever she sees an apple she practically drools all over herself.

The Pegasus took a bite, enjoying the sweet crunch and delectable tastes on her tongue. After swallowing, Fluttershy slowly looked up at Optimus and smiled gently.

“I know you can’t hear me…but it’s nice to see an old friend,” Fluttershy told the great Prime before her. The sunlight reflected off Optimus’ roof, whichever parts weren’t rusted reflected a little bit of sunlight.

Fluttershy took another bite of her apple and stared at the ground, smiling. “I don’t mind the quiet…it’s usually like this at my cottage anyways,” she told him.

The inside of the barn was quiet for the passing minutes. Fluttershy enjoyed her apple. Angel lay back with his stomach stretched, full of carrots. Together, the pony and the Autobot shared a quiet connection together. Not another word was spoken.

Fluttershy enjoyed the quiet, even with Optimus Prime. The thought could barely grasp itself around her mind. The hero of Equestria was literally right in front of her. Failed attempts at contact, however, deprived them of rebuilding their friendship. That didn’t mean he was gone. Optimus was still there, Fluttershy could feel it. While most of her friends probably gave in, Fluttershy always hoped that Optimus was still in there, fighting to wake up.

It took a while before Fluttershy finally realized she’d finished her apple, the core remaining between her hooves. She sighed quietly, placing the apple core in the basket. Fluttershy stood back up and grabbed the now empty bowl, placing it inside the basket as well. She folded the blanket and put it back where it belonged. Angel Bunny stumbled on his two feet…but he managed somehow.

Finally, the Pegasus brought her gaze back to Optimus, who hadn’t uttered a word during her visit. Fluttershy moved forward and placed her hoof on Optimus’ front, sighing contently.

“Thank you for listening, Optimus,” the timid Pegasus told him. She placed her hoof back on the ground, suddenly remembering a thought that occurred to her. “Oh...and um…Rarity will be here in a few hours. She really wanted to see you.”

She, once again, welcomed the silence.

“Okay…um…goodbye, Optimus,” Fluttershy awkwardly said, turning around and walking out of the barn. Angel Bunny waddled behind her.

He stopped at the barn’s entrance, turning his head to look back at the Autobot leader. Angel shook his head slowly and closed the door behind him.


> Chapter 9-Generosity
> --------------------------------------------------------------------------



“I’m here!” a cheery, almost song-induced voice announced. The barn doors swung inwards, revealing the gorgeous Rarity. She fabulously made her inside the dusty old barn, cringing at how uncouth and filthy it was. Still, she kept her complaints to herself, especially since her eyes caught him.

Optimus Prime was still there. The afternoon sunlight poured down from above, gracing its presence was the Autobot leader. Even though he was rusted and scraped beyond even Rarity’s tastes, the unicorn still could barely grasp his thought.

Optimus was real…and he was here.

The unicorn closed the door behind her, slowly approaching the Prime and bowing in respect.

“Good afternoon, Optimus,” Rarity politely stated, expecting no response.

After the bow, Rarity sat down in front of the Autobot, levitating a small cup from her saddlebag as well as a medium-sized pitcher. Laying both items down, Rarity levitated the cover off the pitcher, pouring herself some slightly warm tea. Rarity sighed in content, leveling the cup to her lips and taking a short sip.

It was nothing next to perfect.

Setting the cup aside, Rarity cleared her throat and stared at the massive Autobot right in front of her. She smiled.

“It’s been quite some time, Optimus,” Rarity began. “Much has changed since your…departure…and I’m for certain that you would like to know all that has happened since those dreadful times.”

Optimus remained quiet. 

Rarity wasn’t stupid. She knew of Prime’s fate, she knew that he was gone and nothing on this planet could bring him back. But he was still here, still there friend, and even if he was…dead…that didn’t mean they could still talk to him. Most ponies would think it was strange. Rarity didn’t. In fact, nopony thought it was strange talking to those statues back at Canterlot. How was this any different?

It was different because it was the real Optimus Prime.

That still didn’t matter to her. If Fluttershy did it…then she would to.

Rarity continued her story after taking a quick sip from her tea. “Well, it all started after the Autobots and…Decepticons," she spat out that word, “left this world from your sacrifice. The devastation was horrific. Many…lives were lost,” Rarity struggled on that part, still not recovering from the past, “but Equestria and the rest of the world pulled through. Several weeks went by, until the restoration and rebuilding were complete. Equestria…never truly recovered, however. We still remember our lost loved ones…but…an even greater mark was left.”

The unicorn went into vivid detail on how ponies everywhere feared over another alien invasion. Trust in the princesses was at an all-time low, which brought ponies to create different strategies in order to defend their planet in case of an invasion. Advancement in technology sparked the minds of many geniuses across the world, creating defense weaponry that could alter the Equestrian way of life. Princess Celestia marked these weapons too dangerous for ponykind to hold in their possession. Many were destroyed or confiscated…but others survived. Rarity mentioned somewhere along the lines that she read all of this in the morning newspapers a long time ago, so her facts might be a little off. Optimus just sat there.

After a moment of awkward silence, Rarity sipped more of her tea and chuckled nervously. Optimus sat there, staring at her with his black windshield.

“Anyways,” Rarity continued, “after a short period, something strange happened in Ponyville. I can’t seem to remember what happened, but from what Twilight told me my cutie mark, and ultimately my destiny, was altered. I was given Rainbow Dash’s cutie mark, and her destiny was mine. The same event happened to all of my best friends. We lost sight of who we truly were, and we were miserable doing something that was not meant to remain in our hearts.

“However, our troubles were whisked away when Twilight came up with the solution that granted us back our own cutie marks, and our true destines,” she stopped and looked down at the three gems that graced her flank. Rarity smiled and said, “I could never thank Twilight enough for what she did. She is…a true, true friend."

The thought of Twilight alone in her castle somehow slipped into Rarity’s mind. Rarity was the first to visit the Alicorn princess. Despite some angry outbreaks, Twilight found herself wrapped in Rarity’s embrace, crying and shedding her broken heart to her friend. Spike was there. Rarity hoped that Spike was comforting her in this hard part of her life. She couldn’t imagine where she would be without Twilight in her life, without any of her friends for that matter.

Rarity began to shed little tears. She wiped her eyes with a foreleg, sniffing loudly. Optimus did nothing but sit there.

After another moment of silence, Rarity breathed in heavily and began to speak once more.

“Well…Twilight got what she deserved. In a moment’s notice, Princess Celestia gave Twilight the biggest wish anypony could ever ask for: She made her a princess.”

She reached for her tea cup and took another sip, only to realize that it was empty. Rarity sighed. She levitated all her items back into her saddlebag and slowly stood back up. Rubbing a hoof through her mane, Rarity faced Optimus again and smiled.

“Well, I think I’ve wasted enough of your time today,” Rarity bowed in respect to the Autobot leader. “It’s been an honor, sir.”

Once she finished bowing, Rarity scrunched up her face adorably and said, “Also, if you don’t mind, Rainbow Dash told me she was going to come and talk to you a little later…just thought you should know.”

It didn’t take her more than five seconds to get out of that barn. Still, Rarity stopped at the entrance, looked back one last time at him and sighed with great misery.

“Goodbye, Optimus Prime.”

Rarity closed the door behind her, leaving Optimus in the darkness.




> Chapter 10-Loyalty
> --------------------------------------------------------------------------



“And of course nopony blames Discord for planting those seeds, the same seeds that captured Princess Celestia and Princess Luna! Gosh…sometimes that guy gets off too easily,” Rainbow Dash muttered as she stared above at the roof of the barn. She lay on top of Optimus Prime, her hooves resting behind her head.

Optimus didn’t acknowledge the rambling Pegasus lying on top of him. He didn’t acknowledge anything. That, of course, didn’t stop Rainbow Dash.

“I don’t know. Discord can still mess around sometimes, but he’s not gonna betray us again. Even though he’s annoying…okay, even though he’s really annoying, he’s still our friend…” she closed her eyes and took a deep breath, “and I guess he’s my friend too.”

Optimus agreed by saying nothing.

“Well,” Rainbow groaned as she turned over to lay on her stomach, “after the thing with the Tree of Harmony, we found ourselves getting trapped in Celestia’s and Luna’s old castle where we met the ‘Pony of Shadows’,” she chuckled at the memory. “Yeah, turns out it was Pinkie Pie the whole time.”

Rainbow Dash tapped her chin. “Hmm…what else…? Oh yeah! I met Daring Do! You don’t know her but she was a character in my favorite book series! Turns out…she was real all along! What else…what else…um…we got sent to a comic book world and had to defeat an evil villain named the Mane-iac… We also had to save Fluttershy from turning into a bat… Yeah that was a pretty weird week.”

The Pegasus continued to squirm to try and find a comfortable position on Prime’s roof. Optimus couldn’t really interject or add anything to the conversation. She continued to tell the story of everything that had happened since he left. Everything.

“After the tryouts, Ponyville qualified for the Equestria Games, and Spitfire even gave me a Wonderbolt badge! Yeah, I was pretty awesome. Anyways, after Discord came back pretending to be sick, it was that time of year again, and this time it was gonna be the biggest bash of the year. My birthaversary, hosted by none other than Pinkie Pie and Cheese Sandwich! Hehe…that was a crazy night. 

“Then we met Maud Pie, Pinkie Pie’s older sister, and I’ll tell ya…that pony is a tough rock to crack. But she’s pretty cool once you get to know her. Oh, I almost forgot about the time where I had to take that test to get into the Wonderbolts Reserves! I honestly didn’t have the perfect studying method, in case you didn’t know I’m not really egghead material. I still aced the exam, though.”

Rainbow Dash found herself giggling to herself. A fond and almost humorous memory came back to her. She had to control it so she didn’t break out into full out laughter. 

“And then…then there was the time where I almost traded Fluttershy for a Daring Do book! It’s really stupid but…kinda funny when you think about it. After all that jazz, the Equestria Games finally showed up! And guess what…”

Optimus didn’t guess.

Rainbow Dash lay on her stomach again and shouted with glee, “Ponyville won the medal count! We won the Equestria Games!”

The rainbow Pegasus did a few flips in the air before softly landing on Prime’s roof again. Her smile quickly faded away, and a look of pure dread remained stitched upon her face. She lay down on her stomach again.

“Then…then that’s where it all started.”

Rainbow Dash shook her head and closed her eyes.

“Tirek.”

That name has scorched the land of Equestria and has spread fear wherever it travels. Out of all the villains they’ve faced, Tirek had to be the greatest threat, stacking up neatly next to Megatron. Tirek was the one who nearly brought Equestria to its knees…and he would’ve done it too…if it wasn’t for her.

“After Tirek escaped Tartarus, Princess Celestia made the mistake of sending Discord to capture him. Back then I knew not to fully trust Discord…and my guesses were right all along. He betrayed us, and joined forces with Tirek to help him grow stronger and suck the magic out of everypony in the country. Twilight eventually stopped him in the end…but he almost did it. Tirek sent Celestia, Luna, and Cadance to Tartarus. He was basically ruling Equestria at that moment.”

Rainbow Dash shivered on top of Optimus.

“Jeez…I can’t imagine a tyrant ruling over us…It’d have to be the worst feeling in the world. I’m sorry…I guess you knew that feeling, huh Prime?” she gentled patted his roof with her hoof.

She sighed again. “We stopped Tirek with the Rainbow Power, and after Celestia dubbed Twilight the Princess of Friendship we all agreed that the power we held was far too dangerous. We could only use it in cases of extreme emergencies…” Rainbow looked down into Optimus’ windshield, seeing her own reflection in the black glass smile back at her. “That’s where you came in.”

Rainbow saw her reflection cock its head, an eyebrow raised. “You know…ever since we tried to use the Rainbow Power on you…I’ve been wondering… Is the Rainbow Power really the strongest power in the world? If it is…then why didn’t you come back alive?”

Optimus didn’t say anything.

Rainbow brought her head back up, an unamused look on her face. She simply shrugged and spread her wings.

“Well, I’m pooped. I guess I’ll see ya another time, Optimus,” Rainbow Dash said. She waited a few seconds, hearing nothing in response. Rainbow Dash frowned. She shook her head in annoyance and scoffed.

“Yeah…see ya.”

A rainbow trail was all that was left blasting through the creaking barn doors…and once again Optimus Prime was left alone.



> Chapter 11-Laughter
> --------------------------------------------------------------------------



“Welcome, welcome, welcome! A fine welcome to you!”

“Welcome, welcome, welcome! I say how do you do?”

“Welcome, welcome, welcome! I say hip hip hurray!”

“Welcome, welcome, welcome to Equestria todaaaaaay!”

A shower of confetti and streamers erupted practically out of nowhere as the pink party animal finished her short but very sweet song. Some pieces of confetti landed on Optimus’ roof and windshield. They remained there.

It was Friday night, and none of Pinkie’s friends mentioned that she could visit Optimus now that they were done talking to him. It took a whole day before Pinkie realized that Optimus never had a “Welcome to Equestria Party”. It’s something she’s always wanted to do…ever since the day she first met him. 

So there she was, alone with Optimus Prime in Applejack’s barn. Lanterns filled the darkness around them with light. Sweet Apple Acres may have been closed for the night, but even Applejack let Pinkie throw him a party. Pinkie asked Applejack if she wanted to come to the party, but she declined for seemingly no reason whatsoever. 

Pinkie didn’t know what was wrong with her. How could she not want to go to a party for an Autobot? It took a while for her to figure it out…but Pinkie Pie finally understood. 

It was pointless.

Pinkie visited Twilight yesterday to see how she was doing. Rarity advised caution, telling her that Twilight was in a very uneasy state. Pinkie didn’t believe it at first and waltzed right in the castle of the princess in Ponyville. It only took a quick glance for her to realize Rarity’s true warnings.

Twilight remained in her bed, Spike softly rubbing her back, his eyes closed. Pinkie asked Spike how Twilight was as she quietly approached that fateful day. Spike said she wasn’t doing so well. She only stayed in bed and got up only to use the bathroom. She hasn’t eaten for a while, worrying the baby dragon. Pinkie came up from behind, hearing Twilight’s soft snoring. Spike said she fell asleep a while ago…it seems that sleep was the only way she would stop crying.

Pinkie hasn’t seen Twilight this upset since…

Well, even Pinkie Pie didn’t like to think about it.

But they were wrong, her friends. It wasn’t pointless to give an old friend a party. She never had the chance to properly welcome him to their world, and now was the best chance she could get.

Pinkie Pie, wearing a pointed party hat, pushed over a large cake decorated with several colors of frosting and sprinkles. On the top of it rested a red Autobot insignia, drawn by her, of course, in red frosting. She presented the cake to the massive figure resting in front of her, a large grin on her face.

“Surprise,” Pinkie exclaimed loudly. “Do you like it? I know it’s not the prettiest cake around, Mr. and Mrs. Cake make much better ones than this, but I’m not too shabby either.” Pinkie eyed the cake with a watering mouth, admiring her work.

She waited.

And waited…

And waited.

She stared at Prime alone, her smile never fading, never breaking. The party hat she placed on Optimus’ roof slowly slid off and landed in the dirt beside him. However, he never responded in any way. He didn’t admire Pinkie’s work and effort in throwing this party for him. It was incredibly silent.

Pinkie started giggling.

“You don’t have to say anything, silly!” Pinkie laughed, but not a moment later did she stop her laughing, only a smile presenting itself. “I don’t really care if you can’t talk to me, Optimus,” Pinkie said after containing her laughter. “As long as I know it’s really you, then that’s all the thanks I could ever ask for.”

She picked up the large knife beside the cake, cutting a piece for herself. After setting the piece down on a paper plate beside her, Pinkie picked up her cup full of punch and lifted it in the air to him.

“To being good friends…and welcome to Equestria, Optimus.”

She took a long sip of her punch. After that she began eating the cake. And Optimus just sat there, listening, waiting, and dying. It was not a silent night; however, Pinkie kept the conversation going, even past midnight. 

Her laughter filled the barn, making it plainly obvious that there was nothing there but a party of one.





> Chapter 12-Friendship
> --------------------------------------------------------------------------



Twilight said she needed to go outside, get some fresh air, and maybe have some lunch with her friends. That would help her wounded heart.

That was over eight hours ago and Spike couldn’t find her anywhere.

The search began with only Spike and Owlowiscious after the first five hours since Twilight left her castle. Spike commanded Owlowiscious to take to the skies and see if he could find Twilight maybe sitting on a nearby cloud. That kept the owl busy for quite some time. As for Spike, the poor baby dragon had to search all of Ponyville for her. He checked Sugarcube Corner first of all, seeing nopony there but Pinkie Pie entertaining the two foals. Next was Carousal Boutique, and Spike admitted staying there longer than he needed to be. 

Spike searched at Town Hall, Fluttershy’s cottage, Rainbow Dash’s house, and probably every last place Twilight would want to be in Ponyville. When his searching was all but pointless, Spike decided to ask ponies for help, to which many said they would keep their eyes open for her. 

Rarity said she hadn’t seen Twilight since her visit to the castle. Fluttershy hasn’t seen Twilight for the same reason. Rainbow Dash was nowhere to be found, typical Rainbow Dash. Pinkie said she would help Spike look for her. The dragon was so relieved, only to have his annoyance grow once Pinkie began greeting everypony she knew traveling the town with Spike.

Spike gave it up and went at it alone.

Three hours gone and still nothing. The sun had already set and Luna’s moon was rising over the mountains. Spike stood on the edges of Ponyville Park, covered in dirt and sweat flowing down his forehead. He lay back on a tree, slowly sinking to the ground.

Maybe he should just go back. Twilight was probably home by now. Besides, where else would Twilight Sparkle be?

Spike closed his eyes once realization struck him.

He slowly turned his head in the direction of Sweet Apple Acres. The only place he didn’t look…and yet…he had a hunch. That was his next destination. 

Once he got there, Spike was all but tired out. He practically had to crawl up the hill to reach Applejack’s barn. Speaking of Applejack, Spike hoped she didn’t mind if he just snuck into her barn for a short moment. In fact, he wasn’t the only visitor.

The barn’s door was slightly ajar.

Spike stood back up and made his way to the doors. He stopped once he heard the sound of whimpering coming from inside, followed by numerous sniffles and moans. He bit his lower lip, slowly pushing the door inwards and making his way inside. Spike didn’t make a sound.

But what he saw…

Spike’s jaw slightly dropped, his eyes now burning. What he saw was his friend, Twilight Sparkle, crying in front of Optimus Prime. Her head was resting on his bumper, her forelegs wrapped in front of her forehead. This is where she was all along. Talking to him, to her friend. He wondered how long she was in here, how long she was crying. Spike couldn’t believe Twilight would stay in here without any of her friends to keep her company.

Maybe she wanted to be alone. Maybe he should leave. Maybe…

Spike turned away to make his quiet escape, only to stop when Twilight began speaking to herself.

The Alicorn looked up at Optimus, her friend, with big teary eyes. She didn’t smile. Her face showed anything but joy. She sniffed hard and quietly began talking to him.

“…I’m sorry,” she cried, her voice cracking. “I’m sorry I wasn’t fast enough to save you. This is all…this is all my fault. If only I had known that you…that you were in t-the Everfree…then maybe we could’ve saved you in time. You probably would’ve had s-some Energon back then. But no…I’m the idiot who couldn’t get to you in time…and now you’re suffering the price of my failure.”

Spike almost had enough of this and took a step towards her, but stopped when Twilight let out a heartbroken cry, slamming her head against the front of Prime’s vehicle. Spike could hear her hyperventilating.

“Please…” Twilight whimpered, “I just…I just want my friend back…not some unresponsive statue again!”

Spike shook his head, reaching forward and planting his claw right on her shoulder. Twilight flinched at the touch but did nothing to acknowledge it. Spike pulled her into him and hugged her. Twilight was confused at first, but did not stop him. In fact, she embraced him just as powerful, crying right into his shoulder. She could feel Spike tighten his grip around her, protecting her.

It was this all over again. Spike clearly remembered hugging Twilight last year after the Decepticon invasion…and Optimus leaving. She blamed herself for making the choice that killed him, that killed Optimus. This was far worse. He was back, Optimus returned to them and now they can’t do anything to save him from slipping away. He could imagine Twilight’s pain back then…but not anymore. Spike couldn’t deal with how Twilight was feeling. Truly heartbroken.

But he could always try. 

Spike let a tear slip down his scaly cheek. He brought Twilight’s gaze into his own, not surprised to see her eyes red with tears. He tried to smile, but simply couldn’t.

“Come on, Twilight,” Spike told her as another tear made its way down, “let’s get you home.”

The princess gave a weak nod, letting Spike wrap his arm around her and help her get back home. Neither of them bothered to shut the barn door.




> Chapter 13-Unexpected Arrival
> --------------------------------------------------------------------------



Sunday morning. That meant two things: Sunday comics and no school!

Apple Bloom pushed open the door and found the Sunday paper lying at her hooves. She smiled with glee, reaching down to pick it up with her mouth. She could already read some of the headlines, but stopped when something caught her twitching ear.

The young pony brought her head back up, her ear twitching at the strange new sound. It was getting louder, coming closer…to her.

She stared down the apple orchard, seeing nothing but rows and rows of apple trees. The sound was coming from there, behind the hill that overlooked Ponyville. Now she was getting worried. This early in the morning, on a Sunday, with nopony around but herself and possibly her sister bucking apples, and this strange sound was coming right for Sweet Apple Acres. It sounded like the roaring of a steam engine…multiple steam engines.

And then it was gone. Apple Bloom didn’t know how…but the sound was go-

Dirt flew everywhere. Practically flying over the hill was about six or seven carriages. These were odd to the little filly. Nopony was pulling them. They were steam powered, almost like Flim and Flam’s motorized contraption the first time they came to Ponyville. However, these were different. Each one was colored dark red with a menacing symbol on each side. And unlike Flim and Flam’s slow machine made to create apple cider, these carriages were faster…and covered with armor.

“Applejack!”

An eardrum-shattering crack resounded throughout the air. Applejack received a large bundle of apples from that buck, filling the baskets around the tree neatly at the top. However, she stopped when her name was called, coming from her little sister’s recognizable voice.

Applejack turned to the sound of Apple Bloom’s cry, an eyebrow arching upwards to see several carriages drive up and stop right in front of Sweet Apple Acres property. She quickly left the baskets full of apples behind, her curiosity taking the best of her once more.

She trotted a fast pace out of the northern orchard and arrived at the scene. Apple Bloom was already racing towards her.

“What’s goin’ on, little sis?” Applejack asked, surprised to see Apple Bloom get so close to her, almost like she was frightened.

Apple Bloom pointed towards the seven carriages, all of them parked clearly fifty or so feet away from the house. They were already trespassing on her property without any word coming to her first. Applejack was prepared for something like this one day.

“Stay behind me, Apple Bloom. Ah’ll take care of this,” Applejack assured, feeling Apple Bloom move behind her, presumably for safety.

Applejack gulped quietly, taking several steps closer to the carriages. However, she wouldn’t have to meet up with whoever was in the carriages…they all came out at once.

At first, Applejack noticed how coordinated they all were. Stallions, all wearing tinted sunglasses and black coats. About four or five exited out of each carriage; stacking up to at least twenty-eight or so ponies altogether. They pushed themselves right past Applejack and her little sister, muttering words that were far beyond Applejack’s vocabulary.

“Hey! Wait a minute! Y’all jus’ can’t waltz on Apple family property and-hey Ah’m talkin’ ta you!” Applejack shouted at them, but her words fell on deaf ears as the stallions rummaged around the plantation, searching for…something. She was quickly met with a soft tap on her shoulder.

Applejack spun around to be met with a soft grin…on a pretty messed up face.

Standing far too close in her personal bubble, a well-built stallion stood silently in front of Applejack, a soft yet knowing grin plastered on his scarred face. He had a very short brown mane and a tan colored coat. Like all the others he wore sunglasses and a black coat covering his front forelegs. His backside and hind legs were left bare, giving Applejack a quick glance at his cutie mark. It represented a broken bone. Applejack shuddered just to imagine how he acquired it in the first place.

The stallion saw the filly behind the orange earth pony quiver in fear. He noticed the pony’s stare trying to lock with his. She wouldn’t see his gaze, he knew of it.

The stallion smiled, but refused to show his teeth. “Mrs. Applejack?” he asked in a very deep and scratchy voice.

“That’s ‘Ms. Applejack’, partner,” the mare drawled, gesturing her hoof to the large group of stallions behind them. “Before ya start with whatever you were gonna say, mind me askin’ why yer friends are tearin’ up mah garden?”

He chuckled a bit, but still answered her question as respectable as possible. “My name is Brass Hoof, ma’am. We have orders from Princess Celestia to allow our company to work in this vicinity for a quick search,” he said, but noticed a curious eyebrow rise from her at the mention of Celestia’s name.

“Is that the truth?” Applejack asked, astonished.

“We have official papers, ma’am,” Brass Hoof said and smiled at her. “I can show back inside your house if you’d be so kind.”

Applejack snorted, glaring at the stallions that poured out a basket of fresh apples and peered inside the empty basket, as if expecting to find something in there. He stared at Brass Hoof and narrowed her eyes. She couldn’t see past his dark sunglasses into his eyes. Applejack had the knack for spotting liars…but she couldn’t tell with this pony.

“Alrighty,” Applejack said, watching as Brass Hoof’s smile grew wider. “But Ah want ya ta tell yer friends ta knock off whatever they’re doin’ until we can get this whole thing figured out. Deal?”

As she finished, Brass Hoof’s smile quickly diminished, leaving nothing but a stone expression of hate. He growled, but nodded only once nonetheless. 

“Fine,” he said, “lead the way, ma’am.”

Applejack gave a small, victorious smile as she turned around and headed back towards the house. Apple Bloom was right on her heels, refusing to leave her older sister’s side. Brass Hoof quickly noted the filly’s actions, keeping them in mind. He followed a good ten feet behind the mare, and while a pretty good showing of the mare’s flank was in his line of sight, Brass Hoof looked away to one of his partners.

He gestured to his neck with his hoof, making a slicing motion. In other words, it meant to knock it off. The stallions all grumbled in annoyance, but stopped doing what they were doing and stood there in the hot morning sun, baking in their black coats.

One of the stallions watched as Brass Hoof and Applejack walked inside of the house, the door shutting behind them. 

That’s all it took. No more witnesses.

He rolled up his sleeve, revealing a complicated device attached to his foreleg underneath. He pressed one button and a blue scanner went over the dirt. A few seconds later, the readings came back. The stallion moaned in annoyance and rolled his sleeve up.

“No Energon readings here, boys. Keep up the search.”


_______________



Big Macintosh was welcomed to the sight of a stallion just as big as him, if not slightly bigger, walk right through the front door.

Applejack saw her brother in the kitchen and was about to call out to him, only to have a filly suddenly run right under her legs and up the stairs. A door slamming shut was all that was heard. Applejack frowned and turned back to Brass Hoof, who wore no expression at all as his gaze was locked on the filly’s escape.

“Ah’m sorry about Apple Bloom, sir,” Applejack apologized. “She usually never acts like this in front of strangers, most of the time she’s pretty well-behaved.”

Brass Hoof forced a friendly smile. “Think nothin’ of it, ma’am.”

A larger presence was felt behind her. Applejack turned around, only to notice Big Mac’s expression. His eyes were narrowed, he didn’t wear his usual smile, and his face was full of suspicion. Applejack smiled nervously, stepping in between the two stallions staring each other down.

“Um…Mr. Hoof, this here is mah big brother. Big Macintosh, this is Brass Hoof. He and his…friends jus’ arrived here on some investigation or somethin’…but he did say Princess Celestia gave them the rights ta do so, right?” Applejack asked.

Brass Hoof nodded once, a smile appearing on his scarred face. “That is correct,” he said.

Applejack faced Big Macintosh, the same nervous smile appearing once more. “Uh…you don’t mind doin’ a little extra work tidying up the garden once his friends are done workin’, do ya, Mac?”

Big Macintosh slowly shook his head, his narrow gaze plastered with Brass Hoof’s. “Nope,” he replied.

“Good,” Applejack smiled, facing Brass Hoof once again. “Now…about those ‘official papers’ you were talkin’ about before…” she let her sentence fall at that point, wanting Brass Hoof to get the point she was trying to make.

He nodded once. “Of course,” he said, walking right past Big Mac and placing his hoof on the nearest table. The two ponies followed behind him, Big Mac still uneasy about his presence and taking his left side while Applejack stood to the right of him. Applejack watched as he reached into his coat and pulled out a folded sheet of paper.

As he laid it flat on the table, Applejack quickly noticed the symbol at the very top of the paper. It was the same symbol she had seen on the carriages. A black orb with serpents wrapped around it and three capital A’s hanging below it. She didn’t know what it meant, but it definitely wasn’t seen by her before.

Brass Hoof began to read the fine print out loud.

“‘In response to mysterious activities transpiring throughout the land, I shall give the authority to the AAA to perform any tasks they deem necessary to discovering the essence of this disturbance and eradicate it by any means. Signed, Princess Celestia.’”

Brass Hoof stared at Applejack’s confused expression. He didn’t smile this time. “We have the authority to search any part of this land, and you have to let us. Now if you please, I would like to return to my squad,” he said, folding the paper and placing it inside of his coat. He pushed Applejack aside and made his way to the door. However, the red stallion blocked his path, glaring right at him.

That annoying voice of hers came back, this time from behind.

“Hold on jus’ a sec there, partner,” Applejack slowly spoke as she approached him from behind. Brass Hoof groaned silently as she began to talk again. “I have a close friend who you might know as Princess Twilight,” the name made Brass Hoof’s stomach churn, “and she used to be Princess Celestia’s personal pupil. Now, Ah don’t know if you know, but Ah certainly remember Princess Celestia’s signature in one of those letters she sends Twilight. That signature on yer ‘official paper’…wasn’t Celestia’s writing.”

Brass Hoof felt a coldness creep up his spine. He was ordered not to tell, not to give away their cover and secrecy no matter what. The boss would have his throat if he ever spilled information out there about what they really did. It was no use. He was caught in the act. This country hick was a lot smarter than he expected. How this mare remembered Celestia’s personal writing was beyond him. 

However, he was given a second choice. His boss did tell him that if in a situation where you have been discovered and the Alliance’s true intentions were about to be unveiled…that you must eliminate the evidence…and silence any witnesses.

Brass Hoof slowly turned to face Applejack, her brow rising in curiosity. “Anything you’d like to explain, sir?" she questioned.

The stallion smiled, his gaze hidden under his heavy shades. 

“What we do is for the safety of our species, and we’ll have everything we need once we’re done ripping your farm apart,” he hissed.

Big Mac brought his hoof quickly down on Brass Hoof’s shoulder. In a span of three seconds, Big Mac’s hoof was grabbed and with unreal strength he was flipped over and slammed right on the dinner table. The entire thing shattered in mere seconds, and Big Macintosh’s head hit the side of the countertop, knocking him out instantly.

Still shocked from such the surprising act of strength, Applejack never saw the hoof collide neatly against her cheek.

Letting out a painful cry, Applejack landed right on her stomach, a massive presence hovering right above her. She began to tear up once that massive hoof pressed hard on the back of her neck, shutting off her oxygen.

Brass Hoof glared at the mare below him. He didn’t want it to have to come to this, but the Alliance’s truth must never be discovered. All and any witnesses to what he was about to do had to be silenced…for good. 

Right as he was about to jam his hoof downwards on her neck, a high-pitched cry erupted from above. 

“Applejack?! Are you okay? Ah heard a crash an’ ya screamed! What’s goin’ on down there?!”

Forgot about her.

The tiny filly raced down the stairs, screaming instantly at the scene unfolding before her innocent eyes. It didn’t take more than a few seconds for her to get right out that door and away from the stallion. To his knowledge, the little sister was no doubt going to get help. That couldn’t happen.

“Don’t let her escape!” Brass Hoof shouted at the top of his lungs, hoping his message could get to his troops out there in time. A painful whimper came from below him. Brass Hoof brought his hoof away, watching as the mare gasped for air. A small pool of blood was forming around her face, probably from her nose or mouth. Such a pretty girl. Maybe she didn’t need to be killed after all…maybe she could actually be useful.

Brass Hoof leaned down closer to Applejack.

The mare flinched once he began to whisper right into her ear.

“I’ll say this simple enough for even your tiny mind to understand: Tell me where Optimus Prime is…and I’ll make this as painless as possible.”
	
	
	
	
> Chapter 14-Shattered Glass
> --------------------------------------------------------------------------


It didn’t take that long to get to the castle doors, even with the sound of constant banging pushing the two of them forward. It was probably Pinkie Pie sending Twilight another invitation to her “Get Well Soon Party”, but as Twilight said before…she didn’t want too much company.

Spike was the one who opened the door, with a weary Twilight right behind him. The dragon had somehow convinced her to get out of bed, and since they were now expecting company he wanted Twilight to show ponies that she was doing perfectly fine, and that the dreaded rumors were of course false.

The rumors being that Princess Twilight may never recover… 

Spike didn’t know how such a rumor had started, but he wanted to make sure it never happened. He stayed up with Twilight every night until she fell asleep, he calmed her down whenever she stared crying again, and no matter what…Spike would always be there for her.

Spike opened the crystal doors, revealing a sweating, panting, terrified Apple Bloom.

“Spike! Twilight!” she shouted, catching Twilight’s attention instantly. “Please, Ah didn’t know who else ta turn to! A bunch o’ ponies came ta our farm an’ started beatin’ up mah sister!”

Twilight’s ears straightened. All weariness in her body seemed to fade away at the mention of Applejack. Spike gasped loudly, trying to comprehend what Apple Bloom was saying.

“Wait, what?!” Spike shouted in surprise, both claws covering his dangling jaw. “Did…did you get anypony else to help you?”

Apple Bloom shook her head quickly, sweat streaming down her forehead. “Ah couldn’t get anypony else because-!” the shouting of two gruff, male voices started to approach. Apple Bloom spun her head around, screaming and backing away next to Spike.

“Oh no! They’re here!”

Almost immediately, two stallions emerged from the side of the closest building. They wore sunglasses and dark coats, something only guard ponies would wear on occasion. Spike and Apple Bloom both noticed how quickly they acted, and how quickly they spotted them. Both of the stallions’ jaws dropped.

“It’s Princess Twilight!” one of them shouted. 

What he did next surprised all three of them.

The stallion rolled up his sleeve, revealing a mechanical device attached to his entire foreleg. Shockingly, the device started to move, and bits of metal began to merge together, creating a long pole sticking straight out of the stallion’s hoof. The tip of the pole began to glow bright blue, and the mysterious stallion pointed the weapon of some sort right at the princess.

Twilight recognized the sound the device made right away. It was all too familiar… It sounded like metal…transforming. Twilight kept a mental note on what she had just witnessed, but prepared herself with a magical shield right as the weapon was about to show its power.

Luckily, the other stallion slapped the weapon aside just in the nick of time.

“You idiot!” he scolded. “You’re not supposed to reveal our tech to outsiders!”

“But, Noctune said that Princess Twilight was-!”

“She’s not the target, that filly is!"

Both stallions felt an electrical pulse radiate through their bodies before they fell to the dirt, twitching. Spike and Apple Bloom both looked back at Twilight, whose horn was radiating heat from the paralysis spell she had used not too long ago. Those ponies would be fine. They would feel better in a few hours, perfectly enough time for Twilight to get to Sweet Apple Acres, stop whatever was happening, and get back to her castle to question the two stallions.

The Alicorn gently pushed Spike and Apple Bloom aside, her face set in stone.

“Were there anymore of those ponies following you, Apple Bloom?” Twilight asked, her strong, leader-like voice returning to her.

Apple Bloom grimaced at the twitching stallions a few feet from her, but shook her head. “Um…no…well…Ah don’t really remember. Ah was runnin’ really fast an’ Ah guess Ah wasn’t really payin’ attention.”

Twilight stepped right over the two stallions now drooling over themselves. Spike reached out his claw and shouted, “Hey Twilight! Where ya goin’?”

She stopped in her tracks. Closing her eyes, Twilight could only imagine the information Apple Bloom provided. These stallions, two of which tried to attack her already, are at Sweet Apple Acres right now hurting Applejack. Her friend. She was in danger. All the sadness, all the sorrow, all the pain she had felt was because of her losing Optimus Prime, her friend. Twilight couldn’t go through any of that again. Whoever these ponies were…they were going to pay.

Twilight didn’t even turn around. “Get Apple Bloom back inside the castle, Spike. I’m going to get the rest of my friends…” she turned back to see Apple Bloom shed a small tear, “and we’re going to save your sister.”

Spike and Apple Bloom shielded their eyes once Twilight teleported away, a bright flash erupting from the spell.



_______________




“Ah already said…Ah don’t know what yer talkin’ about! OW!”

“Getting real tired of this…”

Brass Hoof slammed the table leg onto the ground, shattering the wood instantly. He backed away from the mare tied up in a chair, blood dripping down her nose. Two other soldiers stood by Big Macintosh, tying him up in a special wire that they’ve had equipped for situations like this.

She just wouldn’t talk. Brass Hoof could tell Applejack was a terrible liar. He knew Optimus was here, but she denied everything, saying she didn’t know what he was rambling on about. He could always torture her, but what good would that do? He knew by now that this was a much stronger pony than what they’ve dealt with in the past. She wouldn’t break.

All the more fun to try.

Brass Hoof took off his glasses, showing Applejack his rose-colored iris. Applejack began to shudder in the little chair she was tied to. His stare pierced her eyes, ripped apart her soul, and went to work on her mind. It was a stare almost as powerful as Fluttershy’s, but this felt…dark. Evil.

“I know Optimus is on this farm, Applejack,” Brass Hoof quietly muttered, gripping her wounded hind leg and pushing down on it with heavy force. Applejack hissed in pain, small tears welding up in her eyes. “Are you gonna tell me where he is…or do I just have to end your career as an apple bucker?”

Applejack bit her lip. Through the tears, she glared at Brass Hoof and sent a large glob of spit into his face. “Go buck yerself,” she growled.

Brass Hoof neglected the spit on his face, slapping Applejack as a form of punishment. “We don’t have time for this!” Brass Hoof announced, backing off of the Earth pony a few feet. “You are going to tell us where he is right now.”

The mare glared at him. “An’ what makes you think Ah’ll jus’ up an’ tell you?” she snarled.

A short, dark blade unsheathed itself from Brass Hoof’s sleeve.

Applejack’s eyes matched the size of pinpricks once he lowered the blade to her stomach, hovering slightly towards it closer and closer. But he didn’t stop. Brass Hoof lowered the dark blade past her stomach and kept going lower down south…

The mare hadn’t been more terrified in her life.

“You want to have foals one day? I suggest you start talking.”

A few tense seconds had passed and Applejack refused to speak. Sweat was dripping down the sides of her head as the cold blade edged closer and closer. Brass narrowed his eyes, bringing his hoof back.

“Wait!”

Brass smiled.

Tears began flowing freely down her cheeks. Applejack closed her eyes and cried, “Please don’t! He’s…he’s in the barn…Ah swear…please.”

The barn…of course. It’s the only thing big enough to hold him. Brass Hoof thought to himself. The blade sunk back inside his coat sleeve, a large breath of relief coming from the earth pony. 

The doors slammed open, and while Brass thought he had a fight coming soon from that filly’s escape, he was relieved to see four of his soldiers nearly knock themselves over to get in first. One stood up before the others, pointing his hoof back outside.

“Sir, five mares just arrived and started attacking the squad! You’ll never believe this either but…Princess Twilight is one of them.”

His relief suddenly vanished.

Brass Hoof put on his glasses and shouted to the two dazed unicorns lying in front of him. “You two, I want you to teleport into the barn right now and rip Optimus Prime apart! Leave. No. Evidence!”

The unicorns pushed on each other to get back to their hooves. “Yes, sir!” the two unicorns replied in unison, their horns igniting before the two disappeared from the room.



_______________




Two bright flashes appeared in the darkness of the Apple Family barn. The unicorns removed their sunglasses to adjust to the darkness. Even then, they could still clearly see Optimus Prime’s silhouette sitting right in front of them. Looks like that little country hick was telling the truth after all.

One of the unicorns smiled manically. “Well, well, well…the reporters were actually right for once,” he said, stepping closer to the unmoving statue.

His fellow unicorn smiled just the same, feeling a new rush take over him. “This is what we’re paid to do…protect the world…and kill aliens.”

“Haha…yeah, I hear that.”

They both approached Prime by now, standing silently in front of him. They were both grinning like idiots, probably because it was way too easy. Also, because this was mostly the first job they’ve done since the AAA was created a year ago. What a job it was, though. Killing an alien.

“Well,” the first unicorn grunted, pulling up his sleeve while a buzz saw instantly formed out of clicking metal, snuggling neatly next to his good hoof, “let’s get to work, shall we?”

The second unicorn pulled up his sleeve and did the same. “Oh, we shall get to wo-”

What he didn’t expect was the blue crystal that powered the device to fly right off of his foreleg.

It was almost as fast as a bullet. The two unicorns stared in shock as the crystal flew right off the device and attached itself right onto Optimus Prime’s outer armor. A strange new sound had awakened. This sound was something the two hadn’t heard before in their lives. It sounded like a very deep, low frequency noise. They stared at the alien in front of them, their eyes bulging wide to see the crystal completely disappear. Instead, a blue wave washed over Optimus’ entire body…and then silence.

However, it didn’t last long enough for the stallions to start counting seconds.

That same familiar sound came back, not the new one they had just heard moments ago, but a sound the both of them and their tiny minds knew from pure memory.

Transforming metal.

The massive vehicle in front of the two unicorns whirred, clicked, and shaped itself into a new form. A massive arm with fingers clawed at the dirt next to them, followed by a second arm and two legs. The unicorns backed away in fear, their jaws refusing to close as the mechanical monstrosity rose up higher and higher.

A large head popped out at the top, revealing twin blue orbs shining in the darkness.




> Chapter 15-Revival
> --------------------------------------------------------------------------



“Alright, girls, we’re not leaving here without Applejack!”

The five friends had just reached the top of the hill before seeing a large group of stallions dressed just like the previous two. They were scattered around the farm, nothing but an infestation like the Everfree Forest was. As if on cue, the stallions all reacted to the presence of Princess Twilight and acted as if they had planned for this to happen.

“Let’s go get ‘em!” Rainbow Dash shouted, followed quickly by Pinkie Pie and Rarity. Fluttershy stayed behind with Twilight, who had quickly realized what the stallions were doing.

“Rainbow Dash, wait! Don’t get too close to-!” Twilight warned, but it was already too late.

Just like the two back at the castle, these ponies had those strange devices attached to their forelegs. This time, however, they actually used them. 

Rainbow Dash yelped in surprise once a blue bullet flew right past her ear, followed by another one that sliced off a piece of her mane. Rainbow made a distraught face, but she quickly took action and flew back, snatching up Pinkie and Rarity right before the bullets could hit either of them. She took them both back to Twilight, who had created a massive bubble of protective energy. The blasts merely bounced off her bubble, allowing Rainbow Dash a safe passage inside.

Twilight already noticed the stallions moving in on them, firing round after round from those strange weapons. She looked back at her friends, seeing as if they were waiting for her to figure out what to do. The blasts were obviously fatal, no use in fighting them head on now. However, it did give Twilight an idea.

Focusing a large amount of energy on her next magical wave, the bubble around the five began to crack from the constant blasts ricocheting off of its clear, purple surface. 

“Um, Twilight, your dome is breaking!” Rarity announced, receiving no response from the Alicorn.

Worry quickly spread, but instantly faded away when Twilight fired a large wave of magic at the stallions swarming in on them. The wave knocked every single pony on their back, disorienting and blinding them at the same time. The purple bubble shattered. Twilight turned to Rainbow Dash.

“Now!”

Her confused expression quickly shifted to a determined one. Rainbow was the first to take action. Her rainbow trail zoomed to each stallion for about two seconds each. In that span of two seconds, Rainbow Dash planted her hooves on the device sticking out of the ponies’ hoof and smashed it to the dirt with all of her strength. Needless to say they shattered into tiny, metal pieces.

“Together, girls, while we have the upper hoof!” Twilight ordered, galloping full speed at the group of confused stallions. Pinkie Pie and Rarity quickly rose up from the dirt and joined Twilight in battle. Fluttershy was left cowering, her hooves covering her eyes.

The well-trained stallions struggled to get back to their hooves, but managed nonetheless. Once everypony was up, that’s when the real fight began. 

Rarity blasted several ponies back with her magical charms. Not a single hoof was laid on her, she made sure of it. Pinkie Pie was everywhere at every time, confusing the enemies to no end. Pinkie appeared, disappeared, and reappeared in front of a group of three stallions. They fired at her, but their bullets only hit dirt. It took them a few seconds to realize that she was on their partner’s head, glaring down at them from below.

“You big meanies!” Pinkie yelled, jamming her hooves down on the pony’s head, smashing his face to the dirt. 

Rainbow Dash couldn’t be stopped, or shot for that matter. They tried, they really did, but their training didn’t prepare them to fight a Pegasus this fast, let alone the one and only Rainbow Dash. 

“Why can’t we hit her?!” one pony questioned, only to have Rainbow’s hind leg buck him square in the jaw when he was busy staring at her rainbow trail.

Rainbow snickered and said, “Because I’m faster than bullets, smart one!”

The fight continued. Twilight Sparkle shot a magical beam right into the nearest stallion’s chest, knocking him flat on his rump. Before he even considered getting up, Twilight planted her hoof down on his chest, pushing him into the dirt. She glared at him. The stallion glared right back.

“Where’s Applejack?” Twilight growled.

The stallion only chuckled.

“What have you done with her?!”

Her ears twitched once the sound of a door opening caught her attention. Twilight brought her head up to the house. She yelped and quickly activated a magical shield, deflecting the shining bullet intended to hit her right between the eyes.

What she saw were three more of the strange ponies standing right in the doorway to Applejack’s home. The middle one, also the largest of the bunch, had the same weapon the others had pointed directly at her. He frowned when he didn’t see Twilight’s intended corpse soaking the grass blood red.

“Princess Twilight,” he said to her, stepping down from the porch and making his way over to her, the two smaller stallions right next to him.

Twilight took a step forward, her glare strong enough to pierce glass. “What have you done with my friend?!” she shouted. The sound of her voice made Brass Hoof believe she was tired of waiting to hear if her friend was alive or dead.

“We won’t have to worry about her for now…” he said, pointing the weapon right at Twilight’s frowning face, “It looks like we have a new target at the moment.”

The Alicorn prepared herself for another shield, but realized quickly that she wouldn’t need one. 

A large blast was heard; terrifying everypony in the orchard, even Brass Hoof closed his eyes and jumped away from the sound. While the stallions were too shocked and dazed to comprehend where the sound had come from, Twilight was already staring at the barn, the source of the blast.

Her heart stopped.

Then started again.

Once again, the barn doors exploded, and out came Optimus Prime. Alive.

He was alive.

All interest was completely lost in the five mares. The attacking ponies all stared in shock as Optimus Prime barreled over the grassy knoll, large pieces of wood flying across the landscape. Two screaming unicorns were sent flying into a bundle of trees from Prime’s eruption, knocking them out instantly.

While the others stared, one brave pony (whose blaster wasn’t destroyed by Rainbow Dash) pointed it straight at Optimus.

“Fire!”

The remaining members who still had working weapons all focused their firepower on the alien before them. Metal pieces flew everywhere as the blue bullets struck Optimus’ rusty armor. The bullets literally tore right through Prime’s outer coverings.

Optimus quickly got back to his feet. He brought his arms up to stop the blasts from hitting him in the head. He couldn’t protect all of him, however, and the stallions quickly went to work on his legs. 

Their bullets tore through Optimus’ legs, forcing Prime down to one knee. The ponies moved in closer to hopefully get a shot at his face and end this once and for all. Never did they expect an Autobot to hit them.

Stallions flew in all directions. Optimus got back up to his full height, taking advantage of the situation these ponies found themselves in when they tried to kill him. Optimus kicked the advancing ones aside, allowing him to smack the remaining into the mud.

And all those five little mares could do was watch it unfold.

Fluttershy was awestruck. Her mind far too lost to comprehend what was happening. A part of her was terrified to see Optimus beating up ponies, another part was considerate of Prime’s situation and how he must defend himself, and the last part of her was still surprised to see him alive.

Rarity had all but dramatically fainted not too long ago. Simply the sight of him moving and proving to them all that he was here, he was Optimus Prime, was too much for the unicorn. 

Pinkie Pie couldn’t believe what she was seeing. Out of all the jaws that dropped, Pinkie’s literally touched the ground. Her eyes were the widest too, staring at Prime’s movements as he deflected the blasts and fought back with all that he was.

Rainbow Dash slowly shook her head. She couldn’t believe it. Optimus was dead when she visited him, but here he was fighting for his life…that he somehow regained. She didn’t know whether to help him or just sit there and watch, because it looked as if Optimus had it handled pretty well.

That just left Twilight.

No words could describe the joy she felt in her heart. Although her face was trapped in a state of awe, her mind was reeling and her heart was fluttering. It seems as if her actions couldn’t enact what her soul felt at the moment, it was simply too amazing. It also seems that Princess Celestia was wrong. They don’t have Energon, but here he was. Optimus Prime was alive.

And he fought.

Brass Hoof watched as all his best soldiers were simply bashed away like common flies. He gritted his teeth and approached the alien, firing his blaster the entire time. Optimus saw the bullets coming and brought up his arms. Optimus’ metal flew off in bits from every shot Brass got on him, even then Optimus didn’t surrender. Neither did Brass. The stallion did not falter or back down. He fired and fired on Prime until he was right in front of him.

Optimus backhanded him.

Taking a few tumbles, Brass Hoof came to rest underneath a nearby apple tree. He groggily raised his head up to see all of his troops defeated. If his squad members weren’t lying in the dirt crying in pain, they were struggling to get up, only to have their weight and the pain push them back down.

Brass Hoof took in several painful breaths. He brought his gaze back to Optimus Prime.

Optimus stood amongst the wounded lying around him. When he caught Brass’ gaze, he narrowed his optics directly at him, daring him to attack again.

He knew it was over. This was a devastating defeat for the AAA. What would the world think when their first mission to eliminate an alien was a failure? Heck, what would Noctune think about all of this? He would no doubt have Brass’ throat when he heard of it. His soldiers were wounded, lying in their own spilled blood. He knew he had to call the mission.

So, Brass Hoof said the word he thought he would never have to say when he joined the AAA.

“Everypony…retreat!”

It was so well-organized, even for a bunch of injured ponies. The stallions all forced themselves to get up, mentally pushing themselves away from the farm as fast as they possibly could. They all gathered around the carriages, pegasi, earth ponies, and unicorns alike. Once the pegasi took flight and the earth ponies and unicorns got to safety, the carriages revved to life, made a 180, and drove as fast as they could away from Sweet Apple Acres.

The remaining four ponies stared at the carriages make their hasty escape. Once the dirt from their wheel marks had faded away, the girls slowly turned their heads towards Optimus. Rarity had just awoken from fainting not too long ago, joining her friends in the uneasy silence that followed the amazing spectacle shown before their innocent eyes.

Optimus Prime remained staring at the carriages until they were far out of sight. His gears crunched and his metal squeaked in pestering noises as he slowly turned to face five pairs of colorful eyes staring right at him.

The temperature suddenly dropped.

The five mares kept on watching Optimus, shocked, stupefied, whatever expression showed that they were amazed, that is what they expressed. It had been so long, so very long that the ponies didn’t know if they should be happy or if they should continue silently staring at him, waiting to see if he would make the first move.

Optimus Prime didn’t move.

Taking several cautious breaths, Twilight Sparkle stood back up. She made one brave step closer to him…

Optimus turned and began to walk away.

Shock suddenly faded from their very perspective, and the five ponies took quick action.

“Wait,” Twilight said, taking more steps towards him. Optimus didn’t stop and continued onwards to the massive forest up ahead. Pinkie Pie and Rainbow Dash shared Twilight’s confused stare, following right behind their Alicorn friend. Rarity and Fluttershy followed.

“Optimus…Optimus Prime! Wait up!” Twilight shouted, trying so desperately to catch his attention. He refused to meet her glance and continued towards the forest.

“Hey, Optimus, we’re talking to you! Hellooo?!" Rainbow Dash yelled.

“Optimus Prime! Down here!” Pinkie squealed from behind.

Twilight spread her wings, taking flight as she quickly approached Optimus’ backside. “Optimus Prime, don’t you remember u-AAAHHH!”

The ponies jumped back in surprise. Optimus spun around, grabbing Twilight with his left hand and smashing her into the dirt. All the air was knocked out of the Alicorn, but Prime’s fist did not come down on her. Instead, it held her down, which allowed the massive Autobot to bring his head down close to the pony.

“Hey! What’s the big idea?!” Rainbow Dash said. Optimus did not answer her.

Twilight’s eyes grew wide. Optimus Prime’s face was hovering about seven feet above her. She saw his right fist clench in her peripheral vision, causing her to shudder in fear. She never felt scared in front of an Autobot, but right now she didn’t really know. Never has Optimus threatened to hurt her before. Why was he doing this?

She didn’t have to wait long, because Optimus began to speak.

And she never expected him to say it.

“Who are you…and why do you keep calling me ‘Optimus Prime’?”



	
		
> Chapter 16-A Much Needed Explanation
> --------------------------------------------------------------------------



At first, Twilight simply laid there, confusion and shock permanently stretched across her expression. Optimus just asked who she was, and asked why she called him by his name. All logical reasons to finding the answer to this were long gone, leaving the ponies in a stupor they couldn’t hope to break free from.

“Ummm…what?” Rainbow Dash said, scratching her head as she hovered above her friends.

Optimus Prime did not release Twilight from his grip as he brought his head up. He glared at the other four beginning to approach him. However, like the others, they didn’t show fear.

“Optimus,” the white one began saying, “darling, we’re your friends. How could you even admit to saying that you don’t recognize Twilight?”

“Yeah, and your name is Optimus Prime, silly!” the pink one added.

Optimus turned his head to the blue one beginning to speak. “What’s going on, Prime? Don’t you recognize us?” she asked.

Fluttershy tried to add something to the conversation. “Um, girls, maybe he doesn’t-”

Prime stood back up to full height, catching everypony’s attention. Once Optimus’ hand was lifted, Twilight breathed in, full of relief, to be free and not crushed. Instantly, Rarity and Rainbow Dash came to her aide, helping Twilight back to her hooves. They all brought their heads up when Optimus started talking again.

Optimus pointed a threatening finger at them. “Tell whoever you serve to leave me be,” he ignored their confused expressions and continued. “I do not wish to hurt anymore of your comrades, but I will defend myself if the situation calls for it. Now, I will give you a chance to leave.”

All they did was stare at him with those large, colorful eyes. When they continued to not move, Optimus shook his head and turned away from them. But before he could even take a step, that pink one from before had somehow appeared right in front of his vision.

“Just where do you think you're going, mister?” Pinkie shouted. Optimus yelped in surprise and jumped backwards, instantly tripping over himself. Twilight, Rarity, Fluttershy, and Rainbow were quick enough to escape Prime’s shadow falling on them.

A small tremor resonated throughout the orchard as Prime’s back impacted the ground. He groaned in pain, trying so desperately to get back up again. But even more so concerned with that pink thing that attacked him.

She appeared again, this time on his chest.

“You’re not going anywhere until you tell us what’s wrong with you!” Pinkie shouted, bringing up a lamp and shining the light down on Prime’s blue eyes, causing him to flinch. “Where were you on the Tuesday of last month?!” she questioned with big, crazy eyes.

Optimus blinked. “I don’t…know,” he admitted.

Rainbow Dash and Rarity rolled their eyes, but admitted that a good questioning was in order.

“Ask him why he doesn’t recognize us!” Rainbow Dash said.

Before her next question could be answered, Optimus lifted up his hand and gently picked up the pink pony on his chest. He placed her on the ground next to him. Doing this gave him enough time to get back up. He stepped over the five mares below him, slowly backing away when he was past them.

“Whoever you all are, please, just leave me alone,” Optimus told them with his hands raised in front of him.

Twilight shook her head. “Optimus, it’s me! Twilight!” she shouted. Her eyes suddenly grew wide. She looked down at her wings, quickly bringing them next to her sides. “Okay, I know I have wings this time, but I swear I’m the same Twilight Sparkle you knew a long time ago!”

Optimus’ optics quickly went from one mare to another. He stared at the one called Twilight, who was busy smiling up at him.

“We’re your friends,” she said.

The thought never occurred to him before, but now it did.

Optimus shook his head and said, “No…I don’t have any friends.”

He ignored their crestfallen expressions. Now was a good time to make a run for it and hide from these creatures. That’s exactly what he did. The five mares watched as the last Prime ran as fast as he could into Ponyville and away from them. All Twilight could do was stare at his back grow smaller and smaller.

She wanted to cry. She wanted to lay down in the dirt and cry just like before, but something stopped her. This wasn’t like last time. Last time they thought Optimus was dead. They thought they had lost all hope in saving their friend since the Rainbow Power didn’t work. Oh no, this wasn’t like last time. Twilight had hope now, because Optimus Prime was alive and he needed help. There wasn’t going to be anything that would stop her this time.

“Come on, girls,” Twilight ordered, “we can’t let him run into the Everfree Forest!”

Rainbow Dash broke into a heavy grin. “That’s the Twilight I know!” she told her.

But before they could all break free and chase him down, Fluttershy’s timid voice had somehow caught their attention.

“Wait, we need somepony to stay and find Applejack,” Fluttershy said from behind the group.

Pinkie smiled and said, “Excellent observation, Fluttershy! You can stay and do just that!”

Fluttershy seemed to be taken aback by Pinkie’s response, but realized that helping Applejack instead of chasing Optimus into the Everfree Forest would be a much safer thing to do. Besides, she didn’t like the Everfree Forest anyway, and helping Applejack from whatever these stallions did to her was a much better choice, for her safety and her friend’s safety.

“Alright,” the Pegasus said. Suddenly, Fluttershy remembered what she was going to say, but it was too late. She watched as Twilight and Rainbow Dash took to the skies, followed by Rarity and Pinkie Pie hot on the trails from the ground. They were long gone, leaving Fluttershy alone in Sweet Apple Acres’ ruins.

She sighed, “Maybe he doesn’t remember us…”



_______________



Ponyville has a reputation. It has been known to go from a peaceful Sunday morning to total anarchy in a span of eleven minutes, no more. So far, this has happened for the first two weeks in the new month, and Ponyville citizens regarded this as a challenge. They wanted to keep calm no matter what, keeping their town safe and ultimately keeping their families safe.

A lone mare sitting at the local coffee shop bit her lip anxiously as she stared at the watch attached to her foreleg. Only twenty seconds left and the rumors of ponies running for their lives would be declared false, and she would have won the bet.

“Just a little bit longer…and…almost there…” she whispered; sweat dripping down the side of her head. Ten seconds left! Ten seconds and her friend Minuette would be wrong for the first time, and she would be right for the first time!

“Three seconds!” she screamed in joy.

A large shadow came above and smashed the table in front of her. She flinched in surprise, bringing up her head to gaze at the metal giant running right through Ponyville and causing several ponies to run and scream in fear. Following the metal giant was Princess Twilight, she noticed, and Rainbow Dash, Pinkie Pie, and Rarity.

Twilight was the first to notice complete chaos rifting through the small town. Ponies ran for their lives, others (who she assumed to be the smarter ones) gasped in surprised and stayed right where they were. They obviously remembered Optimus Prime as much as she did. Despite the few gazers, the majority of the town was obviously spooked, and ponies everywhere would gather their children, secure their doormats, and lock the doors. 

Optimus dodged as many as the creatures as he could, but he created a lot of attention towards himself, which was the last thing he wanted. He quickly spun his head around to see those same ponies chasing him. He needed to get away, to hopefully get them lost trying to find him. But where…?

The forest up ahead looked promising, and Optimus took the only chance he could get.

Princess Twilight noticed where Optimus was headed, and she didn’t like it. He easily jumped over the bridge that rose above the creek. They all followed Prime as he pushed himself through Ponyville Park, causing several young fillies and colts to scream at the giant’s presence. Past the park was a straight shot to the Everfree Forest.

“NO!” Twilight screamed. “Optimus! Don’t go in there!”

Too late. Optimus Prime dove into the forest, smacking away the trees that dared stand in his path. Pinkie, Rarity, and Rainbow Dash skidded to a stop right in the forest’s entrance. They all watched as Prime’s path of destruction sent trees deep in the forest crashing to the ground. However, a loud roar caused each pony to back away quickly. Obviously, Optimus had awakened the beasts of the Everfree Forest, daring whoever was foolish enough to come inside of its nightmare.

Twilight Sparkle flew right over them, following Optimus’ path.

“Twilight, wait!” Rarity shrieked, forcing herself to ignore the forest sludge as she followed far behind her friend. Rainbow Dash bit her lower lip. She ignored all fears from their past experiences and soared into the forest. Pinkie clapped her hooves together and smiled bright with excitement. She whipped out her party cannon and lodged herself inside of it. Pulling the trigger, the cannon launched Pinkie into the darkness with great power.

As silence fell upon the Everfree Forest, a loud scream came from the town of Ponyville.

“WHY DO I KEEP LIVING IN THIS CRAZY TOWN?!”




> Chapter 17-The Hunted
> --------------------------------------------------------------------------



She ignored the screams of worry from her closest friends. They’re voices were already growing dim with each passing second as Twilight dodged shattered tree limbs. The remains of Prime’s path of destruction made it quite simple for the princess to follow, even if she lost sight of him in the dark foliage. 

That didn’t stop her. Twilight shouted his name over and over again, but still he would not answer. This confused the Alicorn.

Why would he run? Surely Optimus didn’t believe that she and her friends were a threat to him. Sure, those ponies from before attacked him in a blind fury for reasons unknown, and with Twilight sharing the same species as those psychotic ponies of course Optimus would feel threatened by her presence. That still didn’t stop the unending question racing across her mind.

Why didn’t Optimus recognize her? He had known her for a long time, fighting side by side with the Equestrian race through dark storms and even darker times. Twilight was there every time, fighting with Optimus in Canterlot, and in the Crystal Empire. How could he not remember who she was?

Was the change of becoming a princess somehow altered Prime’s memory of who she truly was, just a shy unicorn from Canterlot whose only destiny is being Celestia’s student?  Certainly not. Optimus would know her on first glance, no question about it. That still didn’t explain why he didn’t know them.

Twilight heard her name being screamed from behind. Swinging her head around, the flying Alicorn saw nopony behind her but disappearing tree branches. She brought her focus back ahead.

“GAH!”

Two seconds of a distraction was all it took. She wasn’t looking where she was flying, and now she paid the price. Twilight’s right wing clipped a nearby tree trunk, sending the princess wobbling and losing her flight pattern almost instantly.

She screamed. The Princess of Friendship couldn’t fly with only one wing still capable, and now she was plummeting towards the muck and scum below. 

Her shoulder was the first to hit the muddy surface, but with the force of the crash her head was forced forward, making Twilight unable to control where she was headed…which unfortunately turned out to be a tree. Twilight shut her eyes tight as the approaching trunk came far too quickly. Nothing more could Twilight remember when the darkness overcame her vision.



_______________




Twilight opened her eyes and saw nothing but darkness.

She couldn’t feel the lower half of her body, which sent her mind into a panic. However, her mind was set at ease when the feeling slowly came back. Twilight waited a few more seconds for her eyes to adjust to the darkness. The sound of owls hooting and crickets chirping caught her attention quickly. This only worsened her fears.

Twilight brought her head up, immediately she regretted doing that for a wave of pain crashed against her skull like a tidal wave smashing against stone. She lifted up her hoof and rubbed her temples, groaning in pain the entire time. Several twigs and leaves fell off of her hoof. Twilight noticed that most of her body was covered with the stuff. Maybe her crash earlier had caused the tree to release some sprinklings from above to cover her up. That’s why her friends probably didn’t find her.

Speaking of them, the Alicorn looked around, noticing her friends were nowhere to be found and it was dark. It wasn’t dark like the Everfree appeared to be during the day, it was much thicker. It was darkness she could literally feel.

Her chest heaved in and out, her breaths became uncontrolled. 

It was night…and she was alone in the Everfree Forest.

“Oh no… Calm down, Twilight. It’s cool…everything’s cool… There’s nothing to be afraid of.”

She didn’t know if she was kidding herself or not. Still, Twilight forced herself to remain calm. This wasn’t the first time she came into the Everfree at night, and each time she came out fine. That didn’t ease her tensions though, because she knew that the more…ruthless creatures hunt at night.

She needed to get out of here. Chasing Optimus Prime was a bad idea.

Her legs felt wobbly standing back up. Leaves and dirt fell off the princess in little bundles. Once she was back to full height, her hazy vision tried to bring Twilight down to the mud again, but she wouldn’t let it happen. Twilight knew full well that passing out again would not help her chances of survival.

The Alicorn looked around, noting the massive bundle of trees scattered across the dirt in front of her, a clear sign that Optimus had passed through the area. He was long gone now. Perhaps after she got out of the forest she could contact the princesses for a large search party. But for now she just had to escape.

“I gotta get out of here,” Twilight whispered.

Taking several painful steps forward, Twilight followed Optimus’ path back where it started. This was clearly her only way out as the rest of the forest was blanketed in its everlasting darkness. Luna’s bright crescent moon only offered a little light to the path ahead, not like that helped Twilight much.

She was on constant alert. With every cautious step she took down the path, Twilight could just feel a creature hiding in the pushes, watching her, hunting her. She tried to think of something else, something to get her mind off the impending doom she really didn’t want to imagine.

She only had one thing in mind.

Optimus. 

As she remembered during her chase, Optimus clearly didn’t recognize who she or her friends were. Becoming a princess obviously wouldn’t shatter Prime’s perception of her. Even if it did, he would still remember Rarity or Pinkie Pie, though he acted as if he never saw them before.

Had something happened since the last time they met? How he even got back to Equestria confused Twilight to no end. Also, why didn’t the other Autobots come back? Why Optimus only? Why did those ponies try so desperately to kill Optimus Prime? Don’t they know of his sacrifice and heroism? Twilight had a feeling none of these questions would be answered sooner.

Maybe…maybe he did lose his memory.

Even if he did lose his memory, this would have been a golden opportunity to reconnect and rebuild their friendship to make it much stronger than it was before. However, Optimus was lost in the maze known as the Everfree Forest, and his new fear of ponies only deteriorated her hopes of reconnecting with him. 

Who were those stallions trying to kill Optimus?

Thinking of Optimus now…this only brought the Alicorn to tears. She sniffled hard, her whimpers echoing across the forest fauna. Who could blame her? She lost him again. After being so close, so very close to saving him with their Rainbow Power only to realize that it didn’t work had caused her great misery, misery she hadn’t felt since she let him go so very long ago.

Now here he was, alive for reasons she clearly couldn’t think of. Princess Celestia had mentioned that it was because Optimus had no Energon to remain functional. Maybe that had something to do with it. Perhaps those stallions had Energon, because after they arrived to the farm, Optimus came back. 

None of this made any sense to her. Not that it needed to, only one thing mattered to Twilight now…and that was Optimus. He was gone yet again, forever lost in the dense forest nightmare. She knew he could take care of himself, but that still didn’t help her wounded heart.

Her tears paved the hoof prints she made leaving the forest. 

A sharp crack came from below her. Twilight looked down through teary eyes to see her hoof crushing a large twig. Her eyes widened.

“Oh no…”

Howling came quickly, followed by bushes rusting and growls approaching. Twilight spread her wings in panic and jumped off the ground. Her right wing refused to flap properly, resulting in a face full of mud. Twilight quickly got back up, her terrified eyes scanning the dark forest around her. A hazy fog rolled in around her. Twilight’s heart rate reached an unbelievable level, knowing now that she couldn’t fly and was left in the open.

Several glowing orbs appeared in the black, all of them the color green.

Twilight slowly backed away from the sight of the orbs. She spun around, only to shriek in terror when she was face to face with her attackers. Its face resembled that of a canine, except it was completely made of wood. Its bright green eyes glared into her violet, sending unending chills racing across her skin. The breath of the creature swirled around Twilight’s nostrils, causing her to grimace in disgust. She knew the creature by heart, but dared not say its name out loud.

Timberwolves.

The beast forced Twilight to back away, its growling maw leaking tree sap. Twilight scrambled away from the Timberwolf. It was at that moment did she realize that she was surrounded. About seven or eight of the creatures were now fully emerged and ready to strike. Twilight looked for an opening, anything that could somehow get her out of this situation…

She saw it. 

Twilight quickly cast a spell. She shut her eyes as a white flash surrounded the area, causing the Timberwolves to yelp and whimper. Twilight almost fell to the ground, the energy in her body nearly depleted after that spell, but she could not lie down and rest. She needed to escape.

The Timberwolves shook their heads to get their sight back. Once it returned to them, they all realized that their prey was gone. Looking in all directions, the alpha male of the group growled in a certain direction that the others turned to. There they saw the pony dash into a cluster of trees. The alpha male howled in hunger. 

The hunt had begun.

Twilight Sparkle couldn’t fly, that was for certain. She needed to keep the remaining energy she had in losing these Timberwolves that were no doubt chasing her by now. Twilight spun her head around for a quick second and saw every single one of them several feet behind her…and they were getting closer.

“Somepony…anypony…help me!" Twilight cried, jumping off a rock in her path. The Timberwolves followed right on her trail, growling and howling the entire time.



_______________




He saw her run away. He saw those creatures chase her even deeper into the forest than he intended to go himself. He placed his massive black fist on the tree he hid behind and watched the thing that chased him earlier suddenly being chased herself. It was quite ironic.

He didn’t want to stay too long. The thing was on her own now; she seemed pretty capable of taking care of herself anyways. Still, something stopped him from turning and leaving, and it was that faint, little cry.

“Somepony…anypony…help me!"

The giant turned his head back towards the direction he saw them run off. A new feeling overcame whatever was left inside of him. The gentle giant rubbed his hand over his chest; large pieces of rust ripped off from his touch and floated to the dirt. He closed his eyes, this strange new feeling telling him to act…for it was the right thing to do.

He stared at his rusty hands.

The cry from that female came back, this time growing fainter. He looked back at the direction of the scream. If he was going to act…he needed to act now.

She’s…crying for help?

Why would a creature that attacked him…be asking for help? Maybe…she wasn’t one of them.

Help...







> Chapter 18-You Don't Have to Be Alone
> --------------------------------------------------------------------------



Princess Twilight skidded to a halt, her eyes gazing over the edge of a deep cliff.

“No…” she gasped. Twilight spun around, gulping in fear when the pack of Timberwolves emerged out of the bushes. Her injured wing hung lazily on her side, offering no flight and no chance of escape. To make matters worse, the Timberwolves had trapped her. It was either fall to her death or get ripped apart by the Timberwolves. Neither choice was pleasant.

Tree sap leaked from the wolves’ jaws, indicating their hunger for pony flesh. Their hunt was almost over, soon they would return back to the den with fresh meat for their young ones. The alpha male stood in front of the pack. He made sure that the pack surrounded the pony this time. It was a success, and they all slowly went in for the kill.

Twilight’s back hoof slipped on the edge as she tried to back away. She remained where she was, her heart beating rapidly and sweat dripping down her eyebrows. The Timberwolves moved in closer, their growls of hunger reaching her eardrums and filling her soul with fear.

She could perform another magical blast, but doing so would hinder what little energy she had left. Where would she go from there anyways? Keep running until she was out of breath with only the thought of the Timberwolves snapping at her hind legs keeping her going? It wouldn’t be long until they trapped her again, the next time she would be completely defenseless against them.

“S-Stay back!” Twilight yelped, the Timberwolves pushing her to the very ledge. However, they remained persistent and kept moving forward.

This was it. Twilight was certain of it. Her friends were nowhere to be found, yet she felt in her heart that they were still out there in the forest looking for her. They were truly the greatest of friends, risking their own lives for the sake of Twilight’s. Small tears began to run down her cheeks at that moment. She endangered the lives of her friends by chasing after Optimus in the most dangerous forest in Equestria. She felt ashamed, embarrassed by her actions. She was a princess now and shouldn’t make such numbskull decisions. 

Her heart ached at the thought that her friends would never find her. She was Timberwolf food for all she knew, and now Equestria would have to deal with losing the newest Princess of Friendship. Twilight screamed for help one last time before curling up in a tight ball. The Timberwolves howled in delight and pounced…

CRASH!

They stopped. The entire pack, including the alpha male, spun their heads around to see a massive giant standing at the edge of the tree lines. It stood about as tall as a young dragon, with glowing blue eyes that glared at them from above. If there was one thing that Timberwolves shared with bears, it was that larger enemies were very intimidating. After observing the massive size of the giant, each Timberwolves’ wooden ears flattened in fear. The alpha male was reluctant to leave, but he quickly led the pack to make their cowardly escape to the left of the giant.

Speaking of the giant, he watched the beasts scamper away in fear of his presence. How these hunters were afraid of him and those creatures that attacked him before weren’t surprised him greatly. His surprise and assumptions would have to be saved for later investigation…because the sound of crying was up ahead.

The giant turned his head towards the weeping purple creature before him. Her legs covered her eyes and her body appeared to be curled together, possibly for protection. He didn’t know much about these things. However, there was a reason he came to find her, and seeing her cry like this made him feel differently inside. It was as if he wanted…to protect her from this world.

It was a very, very strange feeling.

He took several steps forward, trying not to frighten her but failing at that. She instantly brought her head up, tears streaked down her face. He instantly noticed how surprised she was. Possibly from her life being saved or his presence, he truly did not know.

Twilight’s jaw dropped.

The Timberwolves were gone. He saved her! Optimus actually saved her! She brought her gaze up to see Optimus Prime slowly moving towards her. Twilight remained still in hopes that he wouldn’t feel threatened again. What surprised her, though, is that Optimus didn’t look threatened at all. It was as if everything that happened to him today was suddenly forgotten, and now he was just tending to a terrified friend, she hoped.

Optimus got down to one knee. He placed his left hand on his knee, eyeing the Alicorn up and down. Twilight remained silent and watched his actions with large, teary eyes. Soon, he would speak again, and Twilight would hear that strong, passionate, deep, and powerful voice belonging to Optimus Prime once more.

What he said surprised her.

“You’re not one of them…are you?” he asked, though it seemed like more of a statement than a question.

Twilight was taken aback by this. She thought for a quick moment, before her eyes bulged wide. 

“Oh! Y-You mean those stallions that attacked you earlier today?” she asked, watching as Prime slowly nodded his head once, even though his expression looked confused. She shook her head, saying, “No, I’m not one of them.” She offered a friendly smile, “I would never hurt you, Optimus.”

She watched him blink his glowing blue eyes as if he was just as confused as before. He looked down at her again, asking, “Why do you keep calling me that?”

“Because that’s your name. It’s who you are,” she suddenly stopped herself, looking up at him with sorrowful eyes. “You…don’t remember us…do you?” 

Optimus scratched his head, large flakes of rust floating off from him. “I don’t remember anything,” he stated quietly, almost crestfallen.

Now that was odd. Surely something has happened since the event in the Crystal Empire. Maybe he hit his head when he crashed…wherever he crashed. That still didn’t explain how he got here in the first place, and with Optimus not even knowing his name she wasn’t any closer to figuring out how. Still, Twilight contemplated his words. She looked up at him with a soft grin. Optimus stared back at her, Luna’s moon reflecting off of his forehead.

“You may not remember us, but how about we start over,” she said, holding out her shaking hoof to him. “My name is Twilight Sparkle, but you can just call me Twilight.”

Optimus stared at her hoof silently for a solid seven seconds. It was at that time did Twilight realize he didn’t recognize the gesture, and she put her hoof back down, smiling sheepishly. Optimus remained silent as she cleared her throat awkwardly and continued what she was saying previously.

“Anywho…um…I’m…a friend of yours,” she quickly realized how stupid that sounded, and judging from Prime’s expression he didn’t buy it. She looked up at him once more, quickly explaining. “I know what those ponies did to you, and it was wrong. But I swear the first thing I’ll do when I get out of this forest is tell Princess Celestia about this. She’ll have a massive investigation arranged to find out who tried to…kill you.”

Optimus blinked.

Noticing his continued silence, Twilight continued with her voice raspy and dry. “If you really want to…you can stay in Ponyville,” she quickly noticed his narrowing eyes. “I swear nothing bad will happen to you there! The ponies there are really nice! They’re nothing like those stallions that attacked you today…I promise.”

The giant looked around the forest, as if thinking to return back and leave this…pony…here to fend for herself. He tried to believe her words, he really did, but with his circumstances today leaving him bewildered beyond his grasp, he just didn’t know if he could trust these ponies so easily. They did try to kill him, and they did chase him into this dense area. 

But…there was something about this one. Twilight seemed to be genuine and actually care for his well-being. He surely didn’t know why, but she was trying and that’s what counted…right?

He brought his attention back to Twilight. He noticed painful tears sliding down her cheeks once more as she prodded her right wing with a gentle touch. With his gaze on her, he saw Twilight quickly wipe her tears away and look up at him quietly, patiently. She was brave…that was for certain.

“Are you injured?” Optimus asked, directing his attention to her wing.

Twilight didn’t want him to be concerned with her pain. She bit her lip, forcing the tears to stay in as she slowly nodded her head. 

Optimus wheeled his head on the forest once a loud howl was heard in the distance. Leaving this pony here to be nothing but a late night snack for whatever creature lied within wasn’t the right thing to do. She did so much for him, offered him safety and security in a place called “Ponyville”. He might as well return the favor.

“Very well,” he said, “I will take you back to this Ponyville. In return, I would ask for a safe dwelling and protection until I can come to my senses.”

Twilight smiled brightly at his response. Prime watched as she slowly got back to her hooves, looking at him with that adorable smile of hers.

“The princesses can help you with whatever you need to know, and I’m pretty sure my friends and I can help too,” she explained, suddenly staring at the dirt and prodding it with her hooves. “Um…I’d also like to thank you for saving me. I probably would’ve been dead if you didn’t come when you did.”

Optimus only nodded once.

A thought suddenly occurred to Twilight. She looked up at him with questioning eyes and said, “I’m…pretty sure I can assume that you don’t know where Ponyville is, do you?”

Prime shook his head slowly.

It suddenly dawned on Twilight that she was tired. Really tired. Running from those Timberwolves had diminished all her reserve energy, and trudging her way through the forest guiding Optimus would prove to be a challenge. She could barely keep her eyes open for a few seconds.

Twilight nervously tapped the dirt below her. “Um…I hope you don’t mind if you carry me out of this forest. My right wing needs to heal and I’m really weary from running from those Timberwolves.”

Optimus thought about it for a second. He nodded once more and said, “Very well.” 

He lowered his hand down, letting his fingers fall in front of her. “Get on,” he said.

Seeing as Optimus didn’t want to be kept waiting, Twilight forced herself to move faster up onto Prime’s hand. His fingers curled up knowing she was secured, allowing Optimus to stand back up to full height. Twilight suddenly let the cries of her body be answered, and she collapsed onto his palm. 

“Where do I go from here?” Optimus’ deep voice rang in her ears.

Twilight lifted up her head. Bags hung under her eyes as she scanned the foliage of the Everfree Forest. She found Prime’s path rather easily as trees lay in a bundle of twigs from his massive footprints coating the forest floor. She pointed her hoof in the direction where he came from.

“Just…just follow your trail back to where it started. That should…that should lead you to the path of fallen trees where I encountered the Timberwolves. Follow that trail all the way back and it should get-” she yawned adorably, “and it should get you out of the forest. Ponyville is the town right up ahead.”

Optimus nodded, beginning his journey out of the forest with Twilight’s directions leading him. Twilight felt the cool, midnight air flow through her sweaty mane, causing her to smile. She turned her head back at Optimus’ rusty face. His blue eyes, those same blue eyes that always made her feel safe, stared down the road ahead, completely focused.

Twilight longed for moments like this. Lying in Optimus Prime’s protective embrace once more was something she has wanted for a very long time. It was soothing, knowing Optimus would protect the little pony in his hand.

With that, Twilight laid her head down and fell asleep, a gentle smile remaining.





> Chapter 19-Informal Greeting…Take 2
> --------------------------------------------------------------------------



“I’m so, so, so, so, so, soooooo sorry, Twilight!”

“Pinkie, I already told you its fine.”

“It is most certainly not!" Rarity huffed as she made herself present in front of Pinkie, who was currently begging for mercy at Twilight’s hooves. Her eyes softened, and her voice took the tone of a terrified filly. “We…we looked for you for hours in that dreaded forest. But no matter where we looked…we couldn’t find you,” Rarity’s head drooped low, her eyes refusing to meet Twilight’s. “I understand if you’re angry with us.”

Rainbow Dash landed next to Rarity and stretched her wings as if trying to focus her attention on them instead of the Alicorn in front of her. However, her sad eyes told Twilight everything. “Yeah…I’m sorry too. I didn’t really show my element just leaving the Everfree Forest without you, Twilight,” Rainbow admitted.

“Girls, its fi-”

Pinkie burst into tears, the pool reaching Twilight’s hooves and soaking the dirt around them. Twilight frowned, knowing Pinkie was about to interrupt her and speak…again.

“And…and then after we left the forest…we went to Canterlot so the princesses can help us look for you! They came here as fast they could with about a bazillion Royal Gu-ha-ha-ard!” she cried, though her speech was muffled by whimpers and sniffles.

Twilight stared at the pony lying in the dirt. “Pinkie, you already told me this a few minutes ago! That’s why the princesses were here when Optimus brought me back to Ponyville!”

Pinkie suddenly bolted upright, a bright smile on her tear-free face. She shouted, “I know! Isn’t it absolutely amazing?! I mean, the princesses are over there talking with Optimus Prime! The Optimus Prime that’s alive and not dead!” Pinkie pointed her hooves excitedly to Princess Celestia and Luna currently having a quiet conversation with the rusty giant about fifty or so feet away from the group.

That wasn’t even the most amazing thing about the day.

Ponyville was cut off from any reporters trying to enter. Even though the news hadn’t spread, Princess Celestia didn’t want another incident like what happened at Sweet Apple Acres. Ponyville, however, was in an overjoyed rally. Mayor Mare was standing on her podium a few yards away from Twilight and her friends. She tried her absolute best to calm down the crowd, which ended with a random chair being thrown from the mob of excited ponies.

Twilight shook her head with an annoyed face making its way onto her features, immediately flinching away when the pain returned. This time it was like a freight train smashing into her skull. A slightly bloody bandage was wrapped around her forehead with a not so bloody bandage around her right wing. Twilight calmed down when she felt the reassuring hoof of Rarity on her shoulder.

“Are you sure you’re fine, darling?” Rarity asked.

“Yeah,” Twilight groaned, gently rubbing her forehead, “I’ll just take a quick nap back at the castle after the princesses have everything figured out with Optimus.”

“Speaking of which…” Rainbow ventured, leaning her head in closer to the direction where Celestia and Luna were speaking with Optimus. There wasn’t any possible way Rainbow Dash was hearing the conversation from that far away, and she gave up and sat next to Pinkie. “What is it that you think they’re talking about? And why did they ask us to ‘remain here’ while they talked to him?”

Twilight shook her head slowly, making sure to keep her pain in check. “I don’t know, Rainbow Dash. Perhaps it has something to do with whatever Celestia was trying to tell Optimus when they first saw him at Applejack’s farm.”

Pinkie stood on Rarity’s neck, receiving a shriek of surprise from the unicorn. “Oh! Oh! Speaking of Applejack…here she comes now!” she squealed with joy with her hoof erected outwards.

All eyes shifted to the right. Pinkie’s eyes didn’t deceive her for the first time in a long time. There came Applejack with a black eye, slightly limping but wearing a smile nonetheless. This brought smiles to the whole bunch. Fluttershy was by her side the entire time. She made sure Applejack didn’t fall or trip or do anything that could injure her more. Spike, Sweetie Belle, Scootaloo, and Apple Bloom all stood in front of the two ponies. With the absence of Apple Bloom, who ran back to see if Applejack needed any help, Spike and the two fillies ran forward. Twilight was a little surprised to have Spike run up and hug her, but not that surprised.

It was still very sweet of him.

“Applejack,” Rainbow Dash shouted, looking her up and down. “Dang, you got messed up!"

“Rainbow Dash!” Rarity scolded.

Applejack chuckled at that. “Yep, those ponies sure did get a few hits here an’ there,” She stared at the rest of the group, who was currently waiting for Applejack to say something. Applejack smiled and said, “An’ if any of y’all was wonderin’…Big Mac’s doin’ jus’ fine. He should be out of Ponyville Hospital lickity split,” Her expression suddenly turned dark, her chill running down her spine. “Ah’m so glad Granny Smith was out of town that day…those stallions weren’t afraid to hurt anypony that stood in their way.”

Fluttershy stepped in front of Applejack, smiling at her group of friends. “Don’t worry,” she said, “Applejack’s wounds will heal up fine in a few days.”

“Are you sure?” Pinkie inquired.

Fluttershy nodded. “That’s what the nurse ponies said.”

After Twilight finished whispering soothing words into Spike’s ear, she brought her attention back up to see Scootaloo, Sweetie Belle, and Apple Bloom all gawking in awe. Their eyes seemed to be glued to whatever was behind her. Twilight smiled.

Scootaloo couldn’t stop grinning. Sweetie Belle’s jaw hung open in shock, prompting Apple Bloom to shut it with her right hoof. The Cutie Mark Crusaders all stared at the massive Autobot standing in the distance. They seemed to not even notice Celestia or Luna right below him.

“It…it’s an Autobot!” Sweetie Belle cried.

Scootaloo flapped her wings rapidly which brought her a few inches off the ground. “Not just any Autobot,” she said, “that’s Optimus Prime!”

“How…how did he come back to life?” Apple Bloom asked Twilight, the Alicorn turning her head towards the yellow filly. “Ah thought he was…dead.”

Twilight brought up her hoof and lightly rubbed Apple Bloom’s mane. Her friendly smile brought a smile to the filly. “That’s what we’re trying to find out, my little pony. Princess Celestia and Princess Luna are over there discussing things with Optimus right now. Hopefully, they could find out why he… Okay, Spike, I think you can stop hugging me now.”

Spike’s eyes shot open. He jumped away from Twilight’s chest and coughed into his claw nervously, a slight flush visible on his cheeks. The group of ponies shared a laugh, causing Spike’s embarrassment to only increase. The baby dragon couldn’t take it much longer.

“I assume you’re all having a good time over here.”

Thank Celestia! Spike imagined, turning around to see the regal princess standing right in front of him. That wasn’t intended for Spike. He had no idea who was behind him.

All the laughter cut too short, and Twilight found herself scurrying to her hooves to look somewhat presentable as a princess herself. Princess Luna stood next to her older sister; though some eyes shifted to her, they were all taken away by the gargantuan standing behind the two sisters. A large scream of excitement erupted from the crowd of Ponyville citizens once Optimus came into view. Celestia shook her head and closed her eyes.

“We just can’t seem to keep anything a secret nowadays, can we Luna?” Celestia asked in amusement of the crowd several yards to her side.

Luna only nodded.

“Princess Celestia,” Twilight exclaimed, instantly bowing before the two in front of her, though it wasn’t really needed. The rest of her friends followed her movements, even the three fillies bowed to the two sisters. Celestia and Luna both bowed back.

Optimus Prime blinked, clearly confused.

Once that was out of the way, Twilight straightened her mane a little and said, “I’m sorry you had to see me like this, Celestia. I normally keep myself well groomed but yesterday was just so crazy with the attack on Applejack’s farm, then the Timberwolf incident, and then-!”

Celestia raised her hoof, silencing the rambling Alicorn instantly.

She spoke in that calm, motherly tone like she always did. “Yes, I’m very aware of that, Princess Twilight. I wouldn’t blame you for not straightening your mane after all that you’ve been through yesterday, and I must say that I was afraid that something had happened to you or your friends.”

Twilight nodded, suddenly dropping her gaze from the princess and staring at the ground sadly.

Celestia brought Twilight’s head back up with her hoof. She smiled and said, “Your actions were just,” Her smile suddenly faded. “But going into the Everfree Forest while endangering not only your life but your friends’ lives as well was very foolish of you, Princess Twilight. I pray that you don’t make similar mistakes again.”

“I understand, Princess Celestia,” Twilight sadly muttered.

She was brought into a warm hug. Twilight could’ve sworn she heard Celestia crying.

“I’m so glad you’re safe, Twilight,” Celestia whispered, bringing a smile to the smaller Alicorn’s face. 

Warm smiles spread throughout the group, except for Rainbow Dash and Scootaloo who were trying their best to not spill their breakfast on the dirt. After the two broke the hug, Celestia looked over the group, her brilliant eyes landing on Applejack. She gave her a sympathetic look.

“I’m very sorry for what has happened, Applejack,” she explained. “You won’t have to worry. I have just scheduled a large investigation this morning to find out who those ponies were that were trying to assassinate Optimus Prime,” The saying of his ‘alleged’ name brought the giant’s attention down on the white pony below him. “I swear that we will discover who was behind this…horrid act of violence. We will bring them to justice.”

Applejack smiled gratefully. She tipped her hat to the princess.

Princess Luna stepped in, clearing her throat to gain the attention of everypony around her.

“With everything else aside, shall we tell them what we have discovered, sister?” the lunar princess asked, receiving a deliberately slow nod from Celestia. 

Princess Luna nodded, turning her head to the group in front of her. “From what we could make out from our large visitor here,” she gestured her hoof to the giant, who was slowly crossing his arms as more and more ponies kept chanting that name he received, “he seems to have acquired a large memory gap since the last time we met.”

“What does that mean?” Pinkie asked.

Luna frowned and said, “It means he lost his memory.”

A large gasp broke out from the group, except for Fluttershy who had made the assumption first. They silenced quickly when Luna continued with what she was saying.

“Optimus Prime has no recollection of who he is,where he is, or what he is. It is imperative that we keep Optimus Prime’s appearance in Equestria a secret until we can figure out how to solve this dilemma. Whoever those ponies were,” her eyes seemed to take a whole new shade of darkness, “they surely will be back to finish what they started.”

Rainbow Dash slowly raised her hoof in the air.

“Yes, Rainbow Dash,” Luna pointed to her.

“Not to be that kind of pony or anything, but don’t you think you kinda ruined the purpose of keeping Optimus a secret if ponies are just gonna spread the word of what they saw here today?” Rainbow Dash explained, her hoof motioning towards the crowd of ponies to her right. They all shouted Prime’s name, flashing cameras wildly that made Optimus flinch. 

Princess Celestia nodded grimly. “Yes. Unfortunately, now we have to remain at high alert. I will have Royal Guard be stationed in Ponyville in case of another attack,” she smiled proudly at the ponies before her. “I’m sure you ponies could protect Optimus while he stays here, correct?”

Twilight nearly had a heart attack. She gasped loudly, her hind legs buckling and sending her rump to the dirt. “Wait…” she whispered, “does…does that mean that…?”

Celestia nodded with that warm smile never fading, never breaking from her muzzle. She spread her giant wing to the side, indicating the large, chanting crowd of over-excited ponies hungry to see their hero once again.

“Princess Luna,” she addressed, catching Luna’s attention right away, “will you escort Optimus and Twilight’s friends to the front of the podium?”

Luna nodded and smiled. Pinkie and Rarity nearly squealed together in delight. Rainbow Dash pumped her hoof in the air. Applejack and Fluttershy could barely contain their excitement, though it wasn’t even near as strong as the three fillies. Spike clapped his claws together eagerly. The moment of truth was about to come!

Optimus just stood there staring at them. He groaned when Princess Luna motioned him to follow her and the other ponies. He dragged his feet to the one place he didn’t want to go: In front of the crowd.

Twilight shuddered with delight as the screams of Ponyville’s citizens increased massively, as if it was a rock concert in the middle of town. She followed right behind Applejack, only to be stopped by Celestia’s white wing pulling her to the side.

“Twilight,” Celestia whispered, making sure she wasn’t being heard by anypony else, “there’s a reason I had Optimus stay here in Ponyville instead of Canterlot.”

The princess was surprised by this information only given to her. “Really?” she asked, her gaze wandering over to see Optimus facing the crowd and Luna announcing his name. The uproar was unlike anything Twilight has heard before. It could even match that of the day of her crowning in Canterlot.

Celestia brought her head in closer, clear worry seen in her eyes even though she tried to hide it. “What Optimus Prime showed…it isn’t anything like I’ve ever seen before. He truly doesn’t remember anything about himself…or the friendships he’s made here,” Twilight’s sad eyes nearly matched Celestia’s. “Now, of course Luna and I will be looking into this as much as we can when we return to Canterlot…but when we’re gone…I want you and your friends to try something, Twilight.”

“What is it?” Twilight asked.

Princess Celestia looked back at Optimus. She said, “He needs to be reminded of who he is. You and your friends can help him discover himself once more by spending time with him, teaching him of his peaceful ways and righteous lust for freedom to all species." 

She brought her gaze back to the Alicorn princess. “If all research fails in Canterlot, Twilight,” her eyes were as hard as stone, “you and your friends have to bring Optimus Prime back.”






> Chapter 20-Nothing More
> --------------------------------------------------------------------------



The scientist’s attention was captured by a flashing red light.

The dreaded silence he suffered for years had suddenly ceased for a brief moment. In that moment of clarity a beep was heard. It was coming from the flashing red light. His patience had been in turmoil for several years, and the scientist placed down the surgical tool in his good right hand and walked over to the light.

His operations would have to wait for another time, for this seemed very unusual.

The scientist stood above a small table where a hologram was displayed upwards. It showed of a map he has not laid witness to for days untold. In the center of the map, information hung directly beneath that flashing red light, a little beep heard each time. The information was written in a language that was natural to the scientist, something all his species knew.

Deciding not to waste any more precious battery life just staring at the hologram, the scientist reached his right hand to the blue essence before him. He extended his fingers outwards, bringing the text in for closer examination. Cute. Being a scientist allowed him to think of such vocabulary in everyday activities, even if it was just zooming in on a hologram. Others would think it was quite humorous. He didn’t think it was funny. Nothing was funny to him.

The text was now perfect for his aging vision to read clearly. He brought his head in much closer to the blue hologram and began reading his native tongue quietly to himself.

When he was done reading, the scientist brought his head back.

“Illogical,” he muttered.

He quickly continued his research on this slightly amusing and slightly disturbing news his reconnaissance drones have captured. He brought his fingers together several times, causing the map to zoom out further and further. The hologram once showed nothing but a large piece of land. As he zoomed out it showed a whole continent. Once more and the hologram valued the presence of a beautiful planet, rich with life.

He could still see that flashing red light.

The scientist used his right hand to stabilize himself. He brought his head in for a much closer observation. The flash of red reflected off of his eye each time it glowed.

Whether he wanted to or not, the scientist began talking to himself for the umpteenth time that current week. 

“It has been years since I have sent them to the world. The planet shows signs of massive activity, obviously from the current species still governing it. However, further research is needed to acquire a basis for the recent activities of these alien life forms. Once the drones return from the planet, replay all the recordings they have found and place them in the databanks.”

He leaned back from the hologram and sighed.

“It’s impossible… An Autobot has awakened.”

It’s not like he wanted to spend time on this any longer than he needed to. The scientist believed he was rid of those Autobots long ago, back in a time he could hardly remember. He found the nearest metal chair he could find and took a seat. He rested the back of his head against the chair’s neck rest. It has been so long. So very, very long.

The memories seemed only like nightmares now.

All he could remember was falling. The wind rushing past him with a heated glory, courtesy of his home world’s massive fire pits. Screaming and falling wasn’t all he remembered. The scientist awoke not too long to witness bodies of his dead allies and enemies lying around him. But he wasn’t dead, lying in the rust and joining his fellow brothers. He was the only one who seemed fully functional.

Large ships merged with the ground, millions of dead bodies at his feet, and a shattered world he could only call home was what he witnessed when he awoke. He did remember another thing as well. A dark circle in the sky... Yes…he remembered now. 

The Space Bridge Portal.

It closed forever before he even had a chance to speak. That left the scientist alone, forgotten, abandoned in a wasteland of no return. Home sweet home. However, that didn’t crush his spirit. The spirit he held would venture out, would survive until he was capable of supporting not only himself…but his wounded brothers as well.

He didn’t know how long it took to save them. Sadly, not all of his brothers were saved, and certain sacrifices need to be accomplished in order for them to survive. The lonely scientist was ashamed of himself for having degraded to such levels of insanity, but he didn’t regret it. Sometimes, one must do unthinkable actions in order to survive.

He consumed the lifeblood of his dead brothers.

Not many would think so, but their lifeblood could be converted into a fuel source that his species needed to live off of. This was called Energon, their blood and their source of life. He felt like a scavenger. Nothing but a cannibal. But when they had nothing to consume…sometimes all the rules needed to be changed.

The ones he did manage to save were quite fortunate, and they aided the scientist with whatever he needed in order to support them and his self. Their numbers were few, but they grew stronger each day, consuming the lifeblood of their fallen brothers and even saving the lives of many others who were presumed dead.

He did notice some change, though. Consuming Cybertronian blood is not safe. Even if the scientist tried his best to convert it into a safe source of energy, there was still some…side effects. He noticed some of his brothers acting out in a fit of hunger, fighting each other like mindless beasts and ripping each other apart. Their ways of dreaded survival had turned them from sentient creatures capable of science and meaning…to vile and ruthless hunters hungry for blood.

There was only one group to blame.

The Autobots.

They were the first to be ridden of. He made quite sure that the Autobots were sucked dry of Energon and their bodies were tossed into the scrapheap. However, being a scientist by true nature, he didn’t give up perfectly good bodies that easily…

He made some observations on certain Autobots’ sparks and got a wickedly dark idea.

Not much was done to their sparks, except for a few alterations the scientist made certain of. He couldn’t stop thinking of the aftermath this would bring throughout the entire operations, he remembered. A very spectacular achievement was acquired that day. The scientist discovered that the Matrix of Leadership could actually be removed.

Like the others before the select few came into the picture, the scientist sucked them dry of their Energon. However, space capsules were prepared for the select few of Autobots for an immediate departure. A waste of Energon, perhaps? False. The scientist knew they had plenty of Energon to spare from their fallen comrades, and the final stages of his plan quickly came into effect.

He would have the coordinates set to that wretched pony world.

That’s exactly what happened. 

The equines that ruled the planet would no doubt find the Autobots in the essence of time. He could’ve only imagined the looks on their horrified faces when they discovered that they couldn’t bring them back to life. It was a final blow for all the torment those ponies have caused on him and his brothers.  

He didn’t think of it as a final blow…he thought of it as payback. 

They could be so close to having their “heroes” return to them, only to realize that their planet did not have the tools to create safe Energon to bring the Autobots back to life. It was a satisfyingly cruel joke that had the scientist lost in the darkest remnants of his mind.

It had been several years since that event had taken place. Approximately 402 years to be precise. He was keeping track. 

Now…an Autobot was alive and roaming the continent of Equestria. 

He had no idea how it was possible.  He just didn’t know how the equines managed to acquire Energon. They could’ve become more technologically advanced, that was always a possibility. Several years have passed on Cybertron, but as he had discovered long ago a day on that pony world meant a year on his world. So it’s not possible that a planet full of middle-aged machinery and wooden houses could evolve in that amount of time.

His surveillance drones could possibly give him the answer once they returned from their long journey home, but until then…he was completely clueless.

The silence was sweet; as if it was the only slice of peace he’s had in a long time. Most of the time the room was filled with death, the scientist’s sick experiments filling the room with a smell that was unbearable even to the most vicious warriors who have witnessed death first hand. Yes, the silence was truly-

His hearing processors captured something else… More beeping.

Bitter sweet.

The scientist motioned his gaze back to the hologram. Needless to say he was surprised…and a little bit shocked.

The hologram acted on its own and zoomed in back on the continent of Equestria. That same red light kept flashing brighter and brighter, but joining it were two more equally bright lights. The scientist jumped out of his chair and got to the hologram in two seconds, his sight scanning the map for anymore…surprises. He didn’t have to wait long. Another red light appeared on a different part of the map.

He nearly collapsed. Autobots were awakening…all at once?! It couldn’t be possible, the drones must’ve had a glitch, something he needed to fix right away when they came home.

Another bright red light showed up.	

The scientist backed away from the hologram. “It’s…illogical,” he kept telling himself.

Even if it was a glitch, there was no way it would duplicate Autobot presences. It was just simply unheard of! However, he has received reports from the drones a few years back about Equestrian technology becoming frighteningly similar to their own. He shook off the report, however, knowing that those were just weak-minded equines and had no knowledge of their advances. Now, he was starting to believe it.

Taking a few short, calm breaths, he looked back at the hologram with interest. He approached it once more and made it zoom out. The entire planet was covered in a wave of blue energy that the hologram projected. He got in for a closer look…

The world of the ponies…ready for the taking.

Shockwave’s purple eye flashed bright red.

“Perhaps it is time for a little visit.”





> Chapter 21-Discovery
> --------------------------------------------------------------------------



The world could never know of what they’ve done here.

Equestria wasn’t a land of sunshine and happiness as most would believe. It had crime, like the rest of the world. Villains, tyranny, theft, vandalism, forces of evil that could only be stopped by an opposing force of justice. Noctune believed this more than anypony.

And he embraced it.

Noctune created the Alliance of Alien Activity to spread hope to the newfound fear rising across the world. The Decepticon invasion a year ago is what caused his rise to power in the first place. If you could offer protection, even hope to those trapped behind the heavy bars of fear and death…you could acquire their trust.

Their trust helped immensely. Along with Celestia and Luna’s aid to their cause, their headquarters remained in Vanhoover, on Equestrian soil. That was possibly the only thing Noctune truly needed: Celestia’s trust.

She never knew of his true intentions.

Noctune was perched on a high glass podium overlooking a massive supply line. His massive supply line. This is where all the magic happened. Below the dark brown stallion, scientist and worker ponies of all races worked vigorously to imagine, create, and develop the next stages of advanced weaponry the Alliance was known for.

Princess Celestia outlawed the advancement of weapons a long time ago due to the alleged fact that they could be used for “evil purposes”. However, Noctune managed to hit Celestia’s sweet spot, promising that his team would only use their technology for good and the protection of the pony race, as well as the planet.

He never broke his promise.

But he did find a way around it.

Many before Noctune have tried to do what he has accomplished and failed. That’s because they didn’t have the one key component that made every device and weapon in his company function.

Energon.

This, as well as certain products his scouts have acquired over several months of research, sent the Alliance on an explosion of development and innovation since the invention of the steam engine. Their company strived on developing weapons of mass destruction, and Celestia had no idea. The best part was keeping it all a secret.

Lately…

Noctune was…displeased to say the least with Brass Hoof’s performance in Ponyville. Not only was his company’s weapons displayed for Princess Twilight to witness first hoof, but now Princess Celestia had ordered a national investigation on all major activities in Equestria. He had even heard word that it was spread to other countries…even the Griffon Kingdom.

Brass Hoof was…dealt with.

To make matters worse, his spies have reported more alien activity being spotted in unpopulated areas such as San Palomino Desert, Galloping Gorge, and even the Frozen North. Approximately four aliens have been found in different locations…and counting. 

Thanks to Celestia’s watch dogs, Noctune could only send small groups of ten for search and destroy missions. Sadly, each mission was announced a failure…with the same, bucking excuse.

The aliens stole their weapon’s source of power and transformed.

Noctune knew what they were dealing with. The Transformers were back. They weren’t the only ones back.

The doors behind Noctune gently creaked open. Noctune shut his eyes at the sound, a heavy breath escaping his nostrils. He didn’t need to turn his head around to know who it was. The pony showed up at least eight times earlier that day. This was basically a routine at this point.

“Um…sir…mind if I come in?” a raspy voice asked quietly. 

Noctune didn’t respond for nearly a minute. The pony knew that whenever Noctune was pissed it took him a while to answer any question thrown at him. He definitely wouldn’t enjoy what he was going to tell him this time.

The pony waited for his superior to answer him. 

“Why is it that you bring me all the bad news, Brimstone?” Noctune asked as friendly as he could have forced. “Is everypony really that afraid of their leader?”

Brimstone shut the door with a kick from his back hoof. “Uh…I don’t really know, sir,” he said.

The dark brown stallion wore a face filled with pure rage. He breathed out heavily, growling, “Then what news did you bring this time?”

Brimstone went into heavy detail of the recent changes his armed forces were dealing with. So far, no news of anymore failed attempts at eliminating alien threats. Autobots were bad enough…the thought of a Decepticon on Equestrian soil was horrifying. It seems Brimstone just loved wrecking Noctune’s hopes even more.

“…and they had no idea. Anyways…uh…the scouts have uh…found another Transformer in the Everfree Forest.” Noctune’s head spun around to stare at the stallion. His expression only terrified Brimstone even more. He quickly began to explain, “But I think it would be wise to not intervene and send a task force to destroy the threat! Not only would we have to deal with more wounded soldiers-”

Noctune interrupted him. “I understand your concern, Brimstone, but it is our duty to protect Equestria from alien threats by any means necessary. Wounds will heal…but a mark acquired during the Decepticon invasion will not. I know our tactics have been sloppy, which is why a new strategy is needed for this threat in the Everfree.”

Brimstone’s expression showed signs of true worry.

“Sir, you don’t understand,” he whispered, gulping in fear. “The spies…mentioned it was…nothing they’ve ever seen before. They described it as…a monster.”

Noctune looked at him with an eyebrow raised.

“Not…a Transformer?” Noctune asked, his curiosity rising higher and higher. Brimstone seemed to show signs of deep consideration, as if he really didn’t want to be asked this kind of question, especially from his boss.

The stallion shrugged, his eyes closed. “They don’t really know what they saw, sir. It was definitely not of this world, though. Unfortunately, the scouts couldn’t make any more research. They had to get out of the Everfree as quickly as possible. Not only was the threat of Timberwolves or manticores very high, but they spotted Celestia’s Royal Guard flying overhead. They even mentioned the Royal Guard stationed in Ponyville.”

Noctune grimaced in pure unfathomable hatred. 

He caught Brimstone’s polite cough behind him.

“Ahem…um…your orders, sir?”

The stallion’s eyes stared down at the hard work the brains of the corporation performed below the glass window. Brass Hoof’s tactics haven’t worked, previous tactics haven’t worked, perhaps search and destroy missions with small squads just wasn’t the way to execute missions with success. Perhaps…a new strategy was needed. It would no doubt endanger the secrecy the AAA had to enact thanks to Celestia’s new order, but if Brimstone’s news was true, then they would need much stronger firepower in order to eliminate this…new alien.

He made his decision rather quickly.

“Send in the Spider Tanks and forty of our best fighters. I want that monster wiped off the face of the planet.” He looked back to notice Brimstone’s ears flatten against his skull and his eyes take a shade of disappointment. “If it’s a Transformer…I know that it can take our Energon. Just…tell them to fight back.”

Brimstone sighed, but saluted either way. As he turned to make his exit, he made sure to keep his voice low as he muttered, “Celestia, what is this madpony getting us into?”

The doors closed, leaving Noctune in his beloved silence once more.

“More than you know,” the leader of the Alliance told himself. His eyes gazed down to see worker ponies push and pull many levers, eventually bringing up the device they’ve been working on for quite some time.

The Electro Bolter, the massive cannon that’s purpose was to control the power of lightning itself, harnessing it to be used as a weapon of mass destruction. Noctune noticed that the cannon had two barrels once it rose out of the splitting ground, very different from the blueprints he saw for himself. Still, the two barrels began to show some signs of electricity coursing through the tips. This was one of the many new types of weaponry Noctune wanted his military to use on the battlefield. It would be absolutely catastrophic…for the enemy. That is if it even worked.

But that’s what testing was for.

Noctune’s ear flinched when the intercom rang throughout the facility.

“Attention. Clear the area at once. Electro Bolter test commencing in thirty seconds. Bring out the coward.”

The dark brown stallion’s uninterested gaze settled on the firing range. The doors from below were violently pushed open, two ponies struggling to hold the thrashing and screaming stallion in their hooves. They pushed the crying pony right in front of a large red target, snapping his hind leg with their powerful hooves.

Brass Hoof cried in pain as his hind leg broke in two. He lied below the red target, the two stallions locking his forelegs to the chains attached to the floor. Just as quickly as they entered, the two heavily-built ponies backed away from the broken equine when they noticed the cannon being pointed directly at him.

The tan-colored stallion began to hyperventilate when he noticed the glowing end of the cannon, followed by the announcement of the intercom.

“Ten seconds.”

In that span of ten seconds, Brass Hoof pulled, bit, and yanked as hard as he could on the chain that held him down. It would not shatter. He screamed in horror, looking up to his master hidden behind the glass above. He begged for forgiveness, praying for another chance at redemption. Noctune only stared at him with those lifeless grey orbs, not a chance of redemption passing his mind.

The Electro Bolter began to glow bright blue, little bits of electricity sending sparks across the metal floor. Brass Hoof gasped his final breath, his tear-filled eyes staring at the end of the barrel. 

It fired. Two shots of lightning flew out of the barrels with speeds even faster than a bullet. Brass Hoof couldn’t even close his eyes fast enough once the blast hit him square in the chest. The pony exploded. 

He exploded.

Not a single body part was found. Every bit, every molecule of his existence was eradicated faster than the blink of an eye. Brass Hoff’s blood spread out from the aftermath of the blast, coating most of the Alliance workers, the entire firing range, as well as the glass Noctune stared at.

The dark brown stallion showed no emotion as all that remained of his top solider dripped slowly down the glass. He breathed in, and he breathed out.

The intercom rang, announcing, “Test successful.”

The world could never know of what they’ve done here.





> Chapter 22-Applejack’s Advice
> --------------------------------------------------------------------------



The first thing Optimus noticed was the signs of great respect he received from these “ponies.” And since he didn’t know what his real name was, they all just called him “Optimus Prime.” The name was an appropriate filler for now.

Those white ponies wearing golden armor saluted him when he passed by. Optimus noticed that large quantities of these ponies were stationed in the town of Ponyville, his only safe haven. Optimus didn’t know what this world had to offer, but it definitely wasn’t safe beyond that evil forest he encountered earlier.

The same forest he met her.

So far, those two regal-looking ponies he met yesterday seemed to want to help him. Optimus found favor in those two. But there was one other…one he trusted more than any other pony in this town. 

Twilight Sparkle.

Of course, he didn’t trust her that much. She seemed willing, though. A strong heart, a true leader, Twilight was something he didn’t see in these other ponies. She cared for him deeply, even when the rest of the world and those…evil ponies wanted to see him gone. Twilight and this town, those were the only things he could believe in to feel safe.

That’s why he acknowledged her request to travel to Sweet Apple Acres.

She didn’t say much, only telling him that he needed to learn how to defend himself and Applejack could help him with that. Optimus questioned why he would need to know how to defend himself in the first place. Wasn’t Ponyville a safe haven like she told him in the first place? Twilight responded with an unsure glance at the dirt, and an explanation telling him to trust her. A fairly long explanation to be exact.

He was slowly starting to lose that trust.

Pushing all arguable thoughts aside, Optimus finally arrived to his destination. It was the land he awoke to when he was first attacked by the ponies. It was oddly majestic, not at all like the previous days where the dirt was littered with bleeding ponies. No, today it was littered with red fruits.

This “Sweet Apple Acres” appeared to be a farming location. He could see a large red stallion and smaller yellow pony carrying supplies far too big for them to carry, however; they seemed to manage. An elderly-looking light green pony sat at the front of the large house. She appeared to be asleep. 

From what Twilight had told him, Applejack was a close friend of hers. She could be spotted as the orange-colored member of the family wearing a large Stetson hat. He had no idea what a hat was, but Optimus did know his colors, and he found the orange pony rather easily.

She was clear across the land…kicking trees?

Intrigued, Optimus made his way onto their property, his massive footsteps causing quite a ruckus on the quiet morning orchard. Winona suddenly jerked her head up from the tremor making its way over to the house. She barked rather loudly, waking up Granny Smith.

The elderly mare looked down at the barking mutt, suddenly bringing her attention to whatever she was barking at. She saw the sun’s intense glares reflect off of Optimus Prime’s armor. The massive giant paid her no heed and disappeared beyond the high hills in the apple orchard.

Granny Smith chuckled, and with seemingly no purpose faced her gaze forward and winked.



_______________




Applejack noticed him from a mile away. 

He seemed to be taking his time, so Applejack used what precious time she had to finish bucking the remaining trees. Applejack would need all the time possible today, because Twilight seemed to be counting on her to help out Optimus. It was a pretty big task, but Applejack could manage. Heck, she’s been up all night setting up the targets.

The slowly rising sun began to finally peek over the mountains, and it finally began to start bringing its heat down upon the mare. Applejack was used to the heat, even if it was only going to get hotter.

Despite the increasingly rising temperatures, Applejack sent a hard buck into the tree behind her. All the apples went tumbling down, landing perfectly in the baskets laid around it. Applejack smiled at both her work and at Optimus coming downhill towards her. It was hard to ignore his heavy footsteps.

“Mornin’, Prime,” she announced brightly, “how ya doin’ this here fine day?”

Optimus stopped when he was directly in front of her. His blue eyes stared down at Applejack, his head tilting to the side.

“I should be asking you the same thing,” he said, causing the mare below him to raise an eyebrow in suspicion. Optimus pointed to his own eye and asked, “Would you be so kind as to tell me what happened to your eye?” 

Applejack seemed surprised at first, but laughed it off rather quickly. She brought her hoof up and gently touched her black eye. She immediately pulled back, hissing in pain.

“Aw don’t worry over me. Those ponies from a few days ago jus’ gave me a good lickin’ is all,” she told him. Optimus shook his head after hearing about those ponies again. Applejack smiled, her attention elsewhere, and said, “A lucky shot they got, that’s all it is.”

Optimus still didn’t buy it. “You’re still out here working with your injured conditions?”

Applejack waved her hoof. “Pfft! Aw shucks, sugar cube, Ah’ve been through a lot worse than jus’ a sore leg. In fact, Ah’m actually feelin’ a lot better Ah did today than yesterday!” she exclaimed with much enthusiasm. 

She was a hard worker, something Optimus would keep in mind. He noticed a silence approaching between the two, which was something he didn’t want to find a way out of. Optimus quickly remembered the point of coming here instead of spending the day trying to find himself.

“Well…” Optimus began awkwardly. Applejack imagined his tone to sound awkward, though it was very hard to tell with that deep voice he had. “Twilight wanted me to visit you, Applejack. She said something about…learning how to fight.”

Applejack smiled as bright as the morning sun. She nodded her head once and said, “That’s right! An’ you better keep yer game up; Ah got some pretty nasty challenges fer you today!” Applejack shared a chuckle with herself, noticing Prime’s confusion start. “Ah’m jus’ pullin’ yer leg, Prime! They’re easy enough for ya.”

She turned around and began to walk towards a large open portion of the apple orchard. Something was off. She didn’t feel his heavy footsteps behind her. Applejack turned her head around and noticed Optimus with his eyes closed, his arms crossed, and his head low. She stopped and wore a bemused expression, though there were some hints of concern breaking through.

“Hey, Optimus!” she shouted, catching Prime’s attention. “Come on! Follow me!”

Optimus almost didn’t want to follow her. A day alone with himself would seem much more enjoyable. But it would be rude, especially after everything these ponies in this town were doing for him. Also, defending himself might come in handy later on if the time called for it. He didn’t know how this pony named Applejack knew anything about fighting but…he was always eager to give it a try.

Sooner than he expected, Optimus arrived to a large dirt field. More of those trees he had seen earlier were lined up to the far left and right of him, and directly in front and lying in the dirt field were large piles of-

“Hay targets!” Applejack shouted, breaking Optimus’ train of thought. “Ah figured this would be simple enough for ya, considerin’ you went through a pretty rough patch the past couple days.”

Applejack brought her head up to see Prime’s reaction to this. It appeared very confused at first, and then got worse with each passing second.

Optimus blinked at the large hay piles with a crudely painted target on each one. He stared down at Applejack and met her gaze. “What is it that you want me to do?” he asked with his heavy voice raining down on the mare.

“Well,” Applejack began, stamping her hoof in the dirt, “Ah was thinkin’ you could bring out yer gun first of all, an’ then we can start on testin’ yer aim! Then Ah-“

“Gun?”

Applejack closed her eyes tightly and clenched her teeth. That’s right; Optimus didn’t remember anything about them or his own being. Heck, he didn’t even know what a gun was, and he was the one who brought the meaning of that word to this world…the hard way.

She thought for a clear way she can explain this without sounding too confusing or stupid. Nothing popped up, and Optimus was clearly losing interest.

“Um…uh…well a gun…oh shoot how can Ah put this…” she turned to Optimus and said, “You have…a weapon in yer arm that can shoot blue…stuff…bullets…Ah don’t know, but you have it!” Applejack wore the cheesiest of grins she could’ve mustered.

Optimus stared at her silently.

Applejack facehoofed. As her hoof left her face, she tiredly looked up at him and said, “Ah swear you do. Jus’…” she tried to think of way Optimus could achieve this, “try clenchin’ yer fist a couple times then point it at the hay bales. If it doesn’t work, we’ll move on.”

Optimus sighed. He didn’t know whether to believe her or not. But…she was Twilight’s friend. He nodded his head in understanding and did as he was told. Applejack backed away to his side just in case her crazy plan turned out to work.

He clenched his black fist over and over again. Optimus’ eyes narrowed on the red target on the hay bale. In one quick motion, Optimus pushed his hand forward, his fist pointing towards the hay. Applejack bit her lower lip in anticipation for a loud bang to occur. Her anticipation was left untreated, and Optimus remained frozen in that position for a solid fifteen seconds.

Optimus’ concentration was to the point where his fist was shaking. He imagined a weapon that fired blue bullets (whatever that was) just like Applejack had described. And just as he expected, nothing happened.

Optimus lowered his hand and let his fingers relax. Applejack brought her eyes to see Prime’s deteriorated emotions. The rust covering his body only made him appear ageing and worn down, not the leader of the Autobots that Applejack had befriended before. He didn’t look anything like he used to. He looked sad, broken.

Applejack walked over to him and gently patted his foot. “Ah don’t worry about it, Optimus. Ah didn’t really expect ya ta learn everything in one day, anyways.” Prime brought his eyes down on the farmpony at his foot. Applejack smiled up at him and said, “Let’s move on, shall we?”

The sun was now right in Applejack’s vision. She lifted her foreleg up to shade her ways from the sun’s harmful rays. Applejack quickly noted the distance and separation each hay bale had. 

“Alright, now Ah want you ta try and pull out yer sword and slice those hay bales as fast as you can, see if you can still handle a sword.”

“Applejack, I-” Optimus was saying.

“Don’t worry none about the hay bales! We’ll let you slice these ones up!”

“Applejack-”

“You don’t have to worry about the mess, either! Ah’ll get Big Mac and Apple Bloom to help!”

“I don’t know anything about a sword.”

Applejack stopped and looked up at Optimus again, suddenly feeling very stupid. 

“But…you always had a sword on ya,” Applejack told him, stopping herself from continuing when she remembered that he didn’t know anything about himself. 

“I don’t know who I-” Optimus began to tell her, only to be interrupted once again.

“Yeah, yeah, I know, Optimus,” Applejack said. She sighed and kicked at a lone rock sitting in front of her hoof. “Ah jus’ don’t know how Ah’m supposed ta teach ya anything about fightin’ when ya can’t even remember how to control yerself,” she said, her eyes drifting sadly to the side. “Maybe Rainbow Dash will have better luck with ya later today.”

Optimus’ hopes for the rest of the day were diminished when Applejack had said that. Not only was he not learning anything here, but now he got to spend the next couple hours with that rainbow-haired daredevil. Great. He could only imagine what she had in store for him.

Applejack brought her eyes back to the hay bales. She sighed once again. “Well…Ah spent all night settin’ those up…might as well knock ‘em over,” Applejack said, turning her attention to Optimus and smiling at him. “How ‘bout you try out yer punch on those suckers? Ah’m sure ya still got it, Prime.”

He didn’t know what he had to begin with. Without a single word said, Optimus walked into the dirt field and stopped right in front of the first hay pile. He turned his head around to stare at Applejack. The orange pony nodded him forward, her friendly smile never wavering.

Optimus couldn’t believe what he was doing.

He brought his fist back and punched the hay pile into a million tiny pieces. How embarrassing. Being degraded to this level left Optimus without a purpose to continue on the rest of the day. If he couldn’t even know to fight then how was he supposed to defend himself in case those ponies came back to finish the job? Hearing Applejack’s supportive shouts from behind didn’t help Optimus feel any better, if anything it made him feel worse.

“Awesome! You did it! Good job, Optimus!” Applejack shouted and clapped her hooves together.

“I don’t feel like I’m learning anything, Applejack,” Prime told her, his shoulders sagging in obvious signs of disappointment.

His large shadow cascaded across Applejack. The farmpony stopped clapping. She finally noticed his body language and the loss of life in his voice. Her eyes took on a new shade of sorrow, sorrow she felt for Optimus and his dilemma he had to deal with. It was truly something she could not imagine.

At least he wouldn’t be going through it alone.

“Don’t worry, Optimus,” Applejack said to him as she approached from behind. She laid her hoof on his leg and smiled up at him, supporting him. “Maybe Rainbow Dash can help ya learn how ta fight. Not that Ah hate to admit it, but she is a heck of a lot better fighter than me…that one time,” she muttered the last three words under her breath.

He didn’t respond. Applejack noticed his eyes were focused on the scattered hay bits lying around his feet. She noticed…sadness in those twin blue orbs of his. He looked lost, forgotten, abandoned. Applejack didn’t know if her eyes took the same shade of sadness as his, but it really did feel like it.

Come on, Rainbow. This time I really need you.




> Chapter 23-Rainbow's Routine
> --------------------------------------------------------------------------



“See?! Punching and kicking rocks is a lot more fun than it sounds, huh?!”

Optimus tried his best to respond to the Pegasus flying over his head, but the thought of tumbling down the mountain somehow acquired all of his attention. It didn’t help that his hands and legs were sore from “punching and kicking rocks” that Rainbow Dash wanted him to do. She said it would help him learn how to fight better.

He highly doubted it.

As Optimus gripped the nearest stone sticking out of the mountain path, he looked up at Rainbow Dash, who was busy enjoying a relaxing flight in the clear, sunny skies. 

“I never said it was fun, Rainbow Dash,” Optimus grunted as he pulled himself up. “I did mention that it could cause serious damage to my upper and lower body, but you seemed to not be paying that much atten-”

“Wow! Would ya look at that!” Rainbow Dash shouted and flew over to the edge of the mountain cliff and their current destination.

Optimus sighed very heavily. All of his interest was completely forgotten when Applejack had mentioned to him that Rainbow Dash was going to be spending the next three hours with him alone. So far, it’s only been thirty minutes.

Once Prime was fully upright, he made his way over to the edge of the mountain side Rainbow Dash led him to. The Pegasus was clearly enjoying herself, something Optimus clearly wasn’t. If anything he wanted to get off this steep slope as fast as possible. Rainbow Dash had other plans, though.

“You can totally see Ponyville from here,” Rainbow announced, the mountain wind making her mane flow wildly past her ears. She turned back towards Optimus with a stern expression. “But we’re not here to go sightseeing! We’re here to train!”

Optimus groaned.

Rainbow Dash smirked and performed small backstrokes in the air. Optimus watched her with little interest. He still paid attention to what she was saying, though. She was a close friend to Twilight after all. 

“Applejack wanted me to teach ya how to fight! Well, I guess we can both agree that that worked out pretty well!” She watched Prime gently caress his busted fists. “But playtime is officially over! Twilight told me I was in charge of teaching you how to do one thing.” 

Rainbow flew dangerously close to Prime’s face. Her eyes narrowed, her smile widened, and she said with pure glee, “Transform.”

Optimus took a step back from the excited winged pony. Not only didn’t he know what she meant, but the thought of transforming already brought Optimus to yet another bump in his path of finding the truth. How was he supposed to transform, and into what exactly? He looked right into her rose-colored eyes and asked, “What are you talking about, Rainbow Dash? How am I supposed to transform?”

The Pegasus smirked and said, “I expected you to say that!” Optimus continued to eye her carefully. She flew back and forth in front of him, explaining everything she knew about transforming.

“Back when you first showed up on our planet, a friend of your named Jetfire transformed for all of us to see. I don’t really know how it works…but back then you seemed to pull it off without a hitch!” She stared at him and even pointed her cerulean hoof at his chest. “You even transformed out of your car…mode…thing…back at Sweet Apple Acres to show those stallions who’s boss!”

Optimus pinched the area between his optics in clear annoyance. He didn’t even bother to look at Rainbow Dash as he said, “Applejack already faced the same problem you’re traveling to right now. I don’t know anything about the inner workings of my body or how I’m supposed to use it to my advantage. So before you try to argue with me, let me say that I don’t know how to transform and I won’t know how to either. Let’s just…get off this mountain already.”

He turned around to head back to the area they came from. However, he was stopped by a multi-colored blur quickly appearing in front of him.

“That’s not the Optimus I know,” Rainbow Dash said with a frown. “The Optimus Prime I know wouldn’t ‘give up’ so easily! He would fight to the bitter end and always come out on top! Now I know you don’t remember anything, but it never hurt to try once in a while!”

The two stared each other down for quite some time. Optimus was clearly not enjoying this pony’s presence any more than she was enjoying his. He didn’t have an ego, not that he could remember, but this pony did, an admirable one at that. She was one that wouldn’t give up, and seeing a so-called friend trying to give up seemed to bring out the coach in her. He quickly realized she wasn’t doing this because Twilight told her to; she was doing this because she cared for him deeply…just like Twilight.

In the end, Optimus finally gave in.

“Fine,” Optimus muttered, “what is that you want me to do?”

Rainbow Dash’s face scrunched up adorably. She motioned Prime to follow her to the edge of the cliff, to which Optimus did without arguing. Once he stood at the ledge, Optimus looked down and noticed the far drop below filled with jagged rocks and long slopes. He brought his head up when Rainbow Dash started talking again.

“Alright, now I want you to close your eyes…” Optimus closed his eyes, “…now…imagine one of those carriages those stallions that attacked you rode in.” Prime did as he was told and actually remembered those strange contraptions. They were colored dark red and had four wheels that somehow propelled them forward. Once the image was in his mind, Rainbow Dash continued with what she was saying before.

“You can change into something similar to those carriages! Imagine your body shifting and morphing into a larger version of the carriages. Four wheels, an engine, everything!”

Optimus clenched his fists and thought very hard on what Rainbow was instructing him. Body changing, four wheels, a roaring engine, and something very similar to those carriages. Time passed and Optimus remained in the robotic form he once was. His eyes remained closed as Rainbow Dash sighed and landed softly on his shoulder.

“Well…it was worth a shot,” she muttered with disappointed eyes. Optimus opened his and turned his head left to notice the Pegasus sitting on his shoulder. Her sunken expression made Prime feel slightly sorry for her.

Prime looked to the other side. “I’m sorry,” he said.

Rainbow Dash gently patted the side of Optimus’ face, speaking in a warming voice that wasn’t usually hers. “I don’t blame ya, Prime. Heck, I wouldn’t know to fly if I lost my memory.” 

Optimus turned his attention back on the Pegasus. Right before he was about to tell her something, she jumped off his shoulder and caught flight almost instantly. She was very well trained, something he kept in mind.

The Pegasus appeared behind him and said loudly, “I do have a second approach to this, however!” Optimus was about to interject, but stopped when he felt a pair of hooves digging into his back. He could hear Rainbow Dash grunt behind him.

“What are you doing?” Optimus asked as his head tried to find the Pegasus pushing on him.

Rainbow Dash flapped her wings even harder than before as her hooves pressed against Prime’s rusty backside. Sweat started forming on her forehead, but she looked up at him and grunted, “I was wonderin’…ah…if jumping off this cliff somehow caused you to transform. You never know! Maybe the sudden adrenaline rush can make you change simply out of reaction!”

Optimus didn’t move an inch from her intense efforts. He shook his head and spoke to her again. “Rainbow Dash…that is a completely asinine idea.” He felt her hooves fall away from his back, causing him to turn around and face her sad eyes once more. “I appreciate your efforts, but I think it’s time we head ba-AAAAAHHHHHH!!!”

Neither Prime nor Dash seemed to notice the dirt cracking under his feet from Optimus’ intense weight. It was already too late and Optimus was sent tumbling down the mountain side.

Rainbow Dash gasped in shock and flew over the edge. Her expressions told the tale. She flinched whenever Prime came in contact with a large rock, she grimaced whenever he skidded into several trees, and she covered her eyes when he hit the bottom of the mountain with a very loud crash.

Slowly removing her hooves from her vision, Rainbow Dash could see Prime’s path of pain leaving an indent in the mountain side.

“Ohhh…” Rainbow Dash bit her lip and said, “Ouch.”

She flew down the mountain and stopped midway. Even from there she could hear Optimus Prime’s groans. Her expression seemed to show worry, but she put on a false smile and shouted, “You did alright for your first try!”

Optimus only responded with more moans. Rainbow Dash quickly followed the path in order to help him out, from the sounds he was making it sounded like he really need it. She could only imagine what that fall did to him and his body.

Maybe Rarity’s idea won’t be so pointless after all.




> Chapter 24-Rarity's Rules
> --------------------------------------------------------------------------



Optimus literally had to carry his arm through Ponyville.

Pieces of his armor broke off and paved the dirt road with each step he took. Well…it was mostly limps. The now armless right side of his body sent sparks and glowing blue liquid all across the dirt. He was surprised he had survived the fall, especially in the condition he was currently in before the accident.

Optimus groaned in pain and fell to one knee, his right arm bouncing to the dirt before resting a few feet away. He looked up when a shrill cry approached him rather quickly.

“Oh my goodness! Optimus, darling, are you okay?” Rarity cried out, clearly worried over his condition. Optimus noted her terrified eyes willing to shed more of those ‘tears’ those ponies speak of.

Prime shook his head and rested his left hand upon it. “Badly damaged…” was all he said.

Rarity shook her head in annoyance the way a mother would and said, “Rainbow Dash should feel ashamed for this! I knew her uncouth ‘training session’ was a bad idea ever since Twilight mentioned it!” She stared up at Optimus, who was currently rubbing his head and moaning in obvious pain. Her face bore the expression of pure focus and determination. “Don’t you worry, Optimus Prime. We’re almost to the mechanic shop. They’ll fix you up right away!”

Optimus seemed to stare at her with false hope, something Rarity could not allow.

“Do you need any help getting there?” she asked, her voice soft and reassuring.

He didn’t want the unicorn to feel sorry for him. However, he was bound to fall apart if he didn’t receive the acquired assistance he needed right away. Optimus looked over to his severed arm lying a few feet away from the unicorn. He weakly pointed to it.

“Please…can you carry my arm?” he muttered, his voice cracking.

Rarity turned her head to Optimus’ lone right arm in the dirt. She cringed when she noticed the rust that accompanied the outside of it, but she felt even more sorry for him knowing that he just lost an arm. If a pony lost a foreleg they would either bleed out or die slowly if they didn’t get the medical attention they needed. Optimus was in pain, sure, but it didn’t look like he would die over a missing arm. That’s another thing that surprised Rarity about these Transformers.

She looked up at Optimus’ broken face and smiled. “But of course,” she told him as her magic levitated the severed arm off the ground. 

Optimus was surprised the power the unicorn had. Definitely something he would keep in mind. Rarity turned around and began making her way back to the destination they were originally heading to, Optimus’ arm hovering right over her head.

“Come along, darling,” Rarity told him without turning her head. “Let’s get you fixed up, and perhaps a new paint job would look marvelous on you! Maybe a darker shade of red this time? Or perhaps…?”

Optimus had stopped listening to what Rarity was rambling on about not too long ago. He trudged a metal-covered path that he created himself, struggling to keep up with the alabaster unicorn that just seemed to be talking to herself at this point. He didn’t listen nor did he care for what she had to say. 

So far the day had just gone from bad to worse. The morning was filled with pointless lessons from Applejack, the afternoon that was planned by Rainbow Dash was nothing but disaster for Prime, and it seemed the day would end with Rarity getting him a paint job…and hopefully get him fixed. This…wasn’t that bad. At least he would get the treatment he needed, and he wouldn’t have to worry about tomor-

“Fluttershy did mention she would like to have a special outing with you tomorrow morning, Optimus,” Rarity told him, receiving a groan from Optimus. She turned her head back, a curious eyebrow rising. “If that’s not a problem for you?” 

Optimus shook his head; however, he refused to meet her eyes and stared only at the ground ahead of him. “It’s fine,” he muttered.

Her eyes stared into his, even though he tried to look away. She still saw it. The disappointment. That was surely something she would need to discuss with Twilight about. 

Rarity hadn’t realized where she was walking before she ran into the side of a building. She backed off and studied the sign in front of her. Her eyes glowed and her smile grew back. They had made it to the mechanic shop!

“We’re here!” she sang cheerily. Rarity turned her head around and pointed at Optimus. “Now don’t you go running off. I’ll be right out with the crew.”

Optimus clutched the short stump where his right arm once was. “I’m not going anywhere,” he miserably told her. Rarity caught the expression Prime’s tone of voice gave out. She sadly stared at him for a while before placing his severed arm next to the building. Rarity opened the door, a small bell ringing inside, and entered the building.

Once again, without any hope of company returning shortly, Optimus Prime was left alone.

He brought his shattered gaze over to the sunset. It was so majestic, so beautiful, something he hadn’t seen on this world yet. It was moments like this that he questioned the race of these creatures. How some could be so evil…while others can be so kind. He didn’t hate Applejack or Rainbow Dash or any of them. If anything, he felt safe around them, knowing that their kindness would protect him from the dangers of the outside world, that is until he can learn how to fight (which he still hasn’t learned how to do).

The quiet moment of clarity and peace was broken by the doors opening once more. Optimus turned his attention onto Rarity and several other oil-covered ponies approaching behind her. They all wore massive grins and held tools in their hooves or magical grasp. Rarity’s smile was by far the biggest, something Optimus did not find comforting.

“Alright, boys, get to work!” Rarity chimed. Instantly, all the stallions approached Optimus with their paints and tools, their eagerness completely showing. Optimus looked unsure for a few moments, but eventually allowed the ponies to work on his body, to which they agreed with massive enjoyment.

Rarity couldn’t hold her excitement any longer. She was practically jumping up and down.

“I’ve got the perfect design for you, Optimus.”




_______________




“Thank you once again, fine colts! Are you sure you didn’t want the tip?”

“No tip needed, ma’am! Anything for the leader of the Autobots!”

Rarity smiled thankfully and turned back towards the road. The sun had almost completely set, and darkness was sweeping across the land. She wanted to see the hour long work used on Prime, as well as the finishing touches she recommended.

“Stop right where you are!” Rarity commanded to the Autobot leader. 

Optimus stopped in his tracks, a low groan emanating from his voice. Rarity smirked and said, “Turn around…and let me get a good look at you.”

Not wanting to keep the unicorn waiting any longer, Optimus slowly turned around and faced Rarity head-on. The expression on her face completely told the tale.

Every single dent, scratch, bump, tear, or mark once seen on his body was completely gone thanks to the mending hooves of the Ponyville mechanics. Replacing his arm was a much more difficult challenge, something Rarity took great advantage of. The mechanics were used to wiring and gears from working on previous steam engines in the past, so fixing Prime’s arm was not so hard for them, it just took the majority of their time. 

That just left a ton of extra metal they didn’t need. Rarity made sure the rusty edges on Prime’s body were removed, giving her more room to work out her imagination. Optimus’ chest and body were slimmed down only slightly. He definitely wasn’t as large as he was before, but he still looked quite massive.

Now was the time that Rarity took over the operation. Optimus was given a completely new paintjob. Of course, Rarity kept faith to his original colors, but it didn’t hurt for an upgrade. Optimus’ body and arms received a dark shade of red while his legs and head were colored dark cerulean. She offered the finishing touches by having Optimus receive a heavy coat of wax that made him sparkle in the late setting sun.

The mechanics even managed to fix his once dimly-lit lights! Now, his Autobot insignia shined much brighter and much redder. Optimus Prime was literally glowing in front of the unicorn, causing Rarity to swoon in the presence of such artistry.

Rarity fanned herself with her hoof, her voice breathless. “Oh…oh my…you look absolutely fabulous, darling!” she screamed. 

Optimus looked himself over, and was about to respond to her with his own opinions when Rarity trotted right past him, her mind set elsewhere.

“You know who would really like to see what you look like?” she spoke openly, her eyes wondering over to the castle far off in the distance. She turned her head to Optimus and shouted, “Twilight, of course! Come along, Optimus! Let’s show her just what Rarity is capable of!”

As she took off towards Twilight’s castle, Optimus let out a low sigh and dragged his feet behind her.  He had to admit, he didn’t look bad. In fact, Optimus was very grateful for what those mechanic ponies did for him. It would have been quite the struggle replacing his arm by himself.

While it was extremely generous of Rarity to do this for him, it didn’t truly help Optimus feel any better on the inside the way he looked on the outside. 

In shorter words, Optimus didn’t care for what he looked like. He just wanted answers.





> Chapter 25-Survival of the Fittest
> --------------------------------------------------------------------------




Tree branches snapped like bones as the dark shadow pushed itself through. It landed flat on its face, the dirt only adding to the filth acquired from the being’s trek throughout the massive forest. It looked back in total fear, its glowing blue eyes scanning the foliage for any more movement. Nothing. It was safe for now.

It stood up, grunting in pain after its previous encounter with the native life-forms of whatever planet he was on. Needless to say there was not a chance of a peaceful negotiation or an explanation of what exactly was going. They just tried to kill him.

Bumblebee ran.

That was the only possible and logical thing to do at that point. What should he do? Stand there and let them shoot him with those strange weapons they had? No way. He may not have known much, but at least he knew a dangerous situation when he saw one.

The yellow bot turned on the sound of crunching leaves and twigs. His eyes didn’t catch any movement. It didn’t help that darkness was soon to take the sky, leaving him in the open and slightly wounded. Those creatures got a lucky shot on his arm. A lucky shot, that’s all it was.

What was so strange about all of this…is that he didn’t seem to remember a thing.

Not a thing! His name? Gone! What exactly was he? He surely didn’t a clue! What planet was he on? You were obviously asking the wrong person the wrong question. Out of all the things he didn’t know…all he knew in this situation was one thing: survive.

He scanned the area once more. It was quiet for now, something he would take advantage of right away. He spotted a large mountain side through the cluster of trees a while ago, and it looks like he finally arrived to it. A massive opening to a dark cave stood in front of the yellow bot. It prompted him to enter inside.

Knowing it was soon to be dark; he might as well find some shelter and try to tend to his wound. Bumblebee approached the cave quietly, not wanting to attract any more attention, be it good or bad.

A flash of red later and he was lying on his back.

He didn’t even see it sitting on top of the mountain he was heading to. It was waiting for him to get closer, and he walked into it like simple prey. He wasn’t prey. In pure instinct, Bumblebee brought his knees to his chest and launched his attacker off of him. The red attacker hit the side of the rock ledge, giving Bumblebee enough time to get a good look at it.

It was bipedal, along with two arms and a bulky chest. Two grey horns sported his red helmet, while two glowing blue eyes stared him down. Bumblebee narrowed his eyes as well, daring his attacker to charge once more.

Almost instantly, his attacker was running right for him. It seems he would get no explanation for the second time that day. Bumblebee was going to have to fight for his life once more.

They locked arms and pushed each other back. Bumblebee dug his feet into the dirt to gain leverage against his opponent, only to realize that this one was much stronger than he initially expected. Bumblebee found himself being pushed back into the trees. He struggled to fight back, but his attacker wouldn’t let up. In the end, only the stronger one would come out on top.

That’s when Bumblebee’s eyes shot downwards…and he saw it.

The symbol.

His attacker took advantage of Bumblebee’s distraction and kicked him right dead center in his chest. Bumblebee landed flat on his back, but quickly brought his head up to see his red opponent charging at him.

“Wait!” he screamed, holding up both of his hands.

He didn’t know why he stopped. He had the advantage, so why didn’t he capitalize on it? Maybe it was his voice; there was something about it that he found very interesting. It felt rushed, scared. Perhaps this thing wasn’t here to hurt him…like those other ones tried to do. If anything…this thing was as scared and confused as he was.

Bumblebee realized he had the red one’s attention. Not wanting to waste any more time, he lifted up his finger and placed it on his own chest, directly over the flickering symbol.

“Look…you have the same thing on your chest,” the yellow one croaked, pointing to him.

His attacker seemed confused as first, but then brought his head down to gaze at the strange insignia directly under his chin. Bumblebee watched as the red one brought his blue eyes onto his chest and then his own, finally seeing what he had pointed out.

Finally, he spoke.

“Wha…what?” his attacker questioned, his black fingers gently stroking the flickering red symbol represented upon his chest plate. His eyes gazed into Bumblebee’s, his confusion just as strong, if not stronger than the yellow one’s. 

“I…I don’t…I don’t understand,” the red one said particularly to no one, as if he was still talking to himself. Bumblebee watched him carefully. He wasn’t entirely sure if he was safe yet. Almost bringing up his fists, Bumblebee stared as the red one slowly approached him.

His attacker pointed to Bumblebee’s chest and asked, “Why do you have that symbol? Why do I have that symbol?!” His eyes took a different shade from what Bumblebee could tell, and his voice sounded a lot softer. “Who…who are you?”

Bumblebee rubbed his rusty hand across his head and sadly looked up at him. “That’s just it…I have no idea,” he admitted to the red bot. He clutched his throat, noticing more of the same blue liquid leaking out of the wound.

Cliffjumper gave a soft chuckle and held out his hand. “I guess that makes two of us.”



_______________




Oblivious to the two Autobots below, Discord (disguised as a bird) sat silently in one of the tree limbs hanging over their heads. Discord didn’t even know if the species of bird he chose was indigenous to the population of birds in the area. It’s not like he cared, but he did look quite out of place.

His large beak opened slightly and his multi-colored wings shook when a cold breeze drifted through the forest. His disarranged eyes stared at the two below him. Discord watched as the red one, who he remembered was named Sniffbumper or something, helped up Bumblebee. He knew Bumblebee at first glance. Fluttershy used to talk all about him.

He sometimes wondered why she stopped all that talking.

However, that didn’t stop Discord’s assumptions from growing ever higher. He first sensed the magical surge coming from White Tail Woods and teleported there immediately to figure what was happening. It’s not like he had anything better to do that day.

Never did Discord expect to find two Autobots.

“How odd,” he said to himself. “First Optimus Prime, now these two love birds?”

Discord didn’t even notice the over-aroused bird shifting ever so closer next to him. When he heard a more than friendly tweet, he turned to the bird and hissed, “Hey! Keep your distance, pal!”

The heartbroken canary dropped its head low and flew off. Discord sent an evil glare its way, but suddenly stopped when he felt a shiver crawl up his bird neck. Several feathers flew out of place as Discord let out a surprised squawk.

Sniffbumper and Bumblebee turned towards the direction of where they heard the sound. Discord quickly hid behind the tree, sweat dripping from his brow. His eyes popped out of his skull and grew legs of their own. The eyeballs crawled around the tree and noticed that the two Autobots weren’t looking at him any longer.

Letting out a quiet sigh of relief, Discord grabbed his two eyeballs and placed the right one back in its socket. “Huh…that can’t be right,” he muttered as he held his left eye. He spun his head around like an owl and noticed the two bots were busy talking.

“I’ll keep my eye on you,” Discord said as his left eyeball sprouted wings and began flying in place. “But first I need to go check out something.”

With that said and done, Discord teleported away with a snap of his feathers. His lone eye stared at the two Autobots below, never blinking, never missing a second. The flying eyeball eventually had to follow the two as they left area.

And Bumblebee and Cliffjumper felt they were being watched the entire time.




	


> Chapter 26-Fluttershy’s Fears
> --------------------------------------------------------------------------



“Look,” Fluttershy whispered, nearly flinching when she turned her head to see Optimus Prime kneel down right beside her. She kept her emotions in check, and pointed her hoof over to a bundle of trees. “There’s one now. It’s resting.”

Optimus Prime followed her hoof to see a beast of pure imagination resting peacefully by two trees. It had a dark red mane and a heavy yellow coat. The beast sported two massive wings curled up to its sides, their color mirroring its mane. Its tale was very odd to the Prime’s assumptions. Unlike the tails these ponies had, this creature’s tail was pointed at the end. 

This was a completely new experience to Optimus.

From extremely confusing sessions of training with Applejack, to boring excursions with Rainbow Dash on mountain tops, and finally joining Rarity on a trip that was more fun for her than it was for him, it was slightly peaceful being around Fluttershy. So far, Fluttershy hadn’t done anything that either embarrassed or practically destroyed him, and he did thank her for that.

Fluttershy never thought she was going to be given this sort of responsibility before, especially with Optimus Prime. Her friend Twilight told her yesterday that she was going to help Optimus remember his kind and forgiving ways once more, something the Pegasus took great interest into.

So what better way to help Optimus remember than to take him into the Everfree Forest to tame even the greatest of beasts with kindness?

“I’ll go first,” Fluttershy whispered to the giant next to her. “Follow close behind me…if that’s okay with you.”

Optimus stared at her for a short moment. He finally got the name “Fluttershy” with how she acts most of the time. But he didn’t just see her as just a shy little pony. Fluttershy has proven to be the kindest of ponies he has met so far, next to Twilight. True, Applejack and Rainbow Dash were nice to him, and Rarity showed great generosity when she spent her money on getting him fixed up. But Fluttershy was different… She acted as though she was trying her hardest to be his friend.

Optimus Prime nodded. “Of course it’s okay, Fluttershy,” he told her in that powerful voice Fluttershy had grown accustomed to. 

Smiling warmly in response, Fluttershy quietly exited out of the bush and approached the sleeping manticore. Her hoof steps were not heard, surprising Optimus. If he was supposed to follow her then he had to stay quiet in order to not wake the creature. Gently stepping over the bush, Optimus Prime took very slow steps, each one as quiet as the next.

He looked over to see Fluttershy poking the manticore in the nose.

Prime’s optics grew wide. “Fluttershy, what are you doing?!” he whispered in a harsh tone. It wasn’t the fact that Fluttershy was waking up the threatening creature; it was the fact that the creature had razor-sharp claws that Fluttershy stood dangerously close to.

The manticore awakened with a loud snort. It looked around until its tired eyes located the yellow pony standing right next to him. The manticore snarled and stood up, raising its right paw in order to swipe at the pony.

“Fluttershy! Get back!” Optimus shouted, but was clearly surprised at what happened next.

Fluttershy jabbed her right hoof right under the creature’s jaw. And to Optimus’ great surprise, the beast wouldn’t attack her; it wasn’t even hurt with what she did. In fact, it seemed to be enjoying it.

Optimus stared at the scene displayed before him. Fluttershy was scratching the manticore right under its chin and speaking to it in a motherly sort of tone. The manticore’s legs gave out, and it flipped over on its back to let Fluttershy rub his belly. As she did so with great pleasure, she smiled up at Optimus and giggled at his expression.

“Sometimes it’s better to be kind than to be harmful or assertive. I’ve learned that lesson many times over the years, but I think I truly understood its meaning when you showed it to me, Optimus,” Fluttershy explained while still scratching the drooling manticore’s belly.

The last Prime stared at her in silence. He finally spoke in a very confused tone Fluttershy hadn’t heard of. 

“What are you talking about?”

Fluttershy’s ears fell flat against her skull when the realization returned to her once more. Optimus didn’t remember anything, which is why she was out here in the first place teaching him about kindness. She wasn’t as smart as a scientist like Twilight was, but she had a feeling that showing Optimus that he can be assertive and kind without being mean can somehow trigger his memory. That’s what she was trying to accomplish, what her friends were trying to complete. It was not going to be easy.

But trying never hurt.

Optimus followed Fluttershy’s hoof being pointed right towards him. He listened as she began to speak to him in a friendly…and yet assertive tone. It was compelling.

“Optimus, I would like you to come and pet this beast of the Everfree Forest. Prove to him you’re not a threat first, and make your approach slow and steady.”

He didn’t have the slightest clue as to why she wanted him to pet the beast. But if it’s what she really wanted to drag him out here for…he might as well get it over with. Optimus bent low and slowly moved his feet forward. Fluttershy stopped rubbing the manticore’s underside and backed away, much to Prime’s dismay.

The manticore’s eyes shot open and it rolled over back to its four paws. The beast spotted the massive giant moving towards it. The manticore growled and bent low as if preparing to pounce. 

Fluttershy’s face grew quickly to fear, and she waved her hoof at Optimus. “Get back! He feels threatened!” she whispered sharply, something she wasn’t keen to do at times. Optimus did as he was told and backed away quickly. Of course, he wasn’t afraid of the creature as he was much bigger and stronger than it was. Still, he wanted to please Fluttershy as she was clearly doing all of this for him.

The manticore eyed the Prime up and down. He was still very tense, but eased up once it felt the kind pony’s touch in his mane. Fluttershy gently rubbed her hoof through the manticore’s mane. She looked back at Optimus and waved him forward to her.

“Come on…slowly now,” she whispered in that voice of hers that was barely audible. 

Optimus nodded once and began again. He approached the beast, his right hand outstretched towards it. The manticore didn’t see the hand coming at first, due to its eyes rolling into the back of its skull from the gentle scratches the pony gave him. Soon enough, its deadly eyes shot open, and it strangely did not show any signs of panic.

Optimus didn’t know what to feel at this point. Fluttershy was of course helping him, but what would this prove exactly? That he can be gentle with strange monsters in this demented forest? All that Fluttershy mentioned was that he needed to be kind. That…didn’t seem so hard for him.

His pointing finger was nearly touching the creature’s nose…

The manticore’s ear twitched, its eyes shrunk to the size of pinpricks, and a shiver crawled up its spine. Fluttershy expressed a look of pure concern for the creature, something Optimus would’ve never expected. He reared his hand back once the manticore let out a loud roar directed to the left of Fluttershy.

Both Prime and Fluttershy watched, clearly surprised, as the manticore took off into the dense foliage of the Everfree Forest. 

“Oh dear… What was that all about?” Fluttershy meekly questioned, expecting no response but still getting one.

“I don’t know,” Prime stated, standing back up to his full height. “It was obviously surprised by something. It would probably be best if we leave this forest at once.”

He didn’t hear a reply from the Pegasus. Probably her shyness causing her to remain silent, but Optimus knew that wasn’t the answer. He noticed that Fluttershy was more talkative around him. She truly did feel comfortable in his presence. 

“Optimus!” Fluttershy said, catching the Prime’s attention. He brought his head down to see Fluttershy’s pink tail sticking out from a bush, the upper half of her body swallowed. She continued with her voice slightly muffled from the bush. “Come here! I can’t believe what I’m seeing…”

Optimus had already realized that the Everfree Forest was full of dangerous creatures beyond anypony could ever imagine. Fluttershy was native to this world, and lived close to the forest’s horrors. If she was surprised at something…then they had a problem.

The rest of Fluttershy’s body disappeared in the bush, prompting Optimus to follow her just in case she didn’t get lost…or worse. As he stepped over the bush and pushed the tree limbs aside, Optimus Prime and Fluttershy arrived to an area of the forest…they weren’t quite expecting.

Fluttershy had mentioned that there are small fields in the Everfree that housed flowers and offered grass for all the species in the forest that were herbivores. That’s where they were. But colorful flowers and tall grass weren’t their only companions in this forbidden forest.

Large, mechanized wrecks grazed the open field with scorch marks burning the grass. It instantly reminded Fluttershy of a junk yard she’d seen during her travels to Western Equestria. It instantly reminded Prime of nothing. However, that didn’t stop the two from exploring.

Optimus was always on alert, scanning the forest line in case of any unwanted visitors. That left Fluttershy to fully examine the metallic shreds scattered across the field. The sun shined heavily down on the Pegasus, forcing her to squint in order to fully make out what exactly was lying in the grass.

She came across a large piece of metal that resembled a carriage, but was far from being one. The thing was ripped in half, large segments of the body scattered around her hooves. Fluttershy got in for a closer look to try and distinguish what it was. It could possibly be related to some sort of Cybertronian technology. 

However, when Fluttershy did find some sort of logo on the side of one of the wrecks, it was scratched out, as if somepony or something was in quite the hurry to erase every single logo on the pieces of scrap lying around. All she could notice from it was the head of a serpent. It was interesting, but something she wouldn’t be able to figure out on her own.

“Fluttershy,” Optimus’ stern tone said, catching her off guard and causing the Pegasus to jump. “I think it would be best if we left this area and told Twilight about it. I don’t have a good feeling about this forest…”

Fluttershy turned her head towards Prime and nodded. “Of course… I’m sorry if you feel like this whole day was a waste for you. I never wanted to waste your time…I just…” Her voice began to trail off when she spotted something…different.

Optimus shook his head. “Fluttershy, you need to understand that you didn’t waste any of my time. Your company is very enjoyable, and I’m glad I got to spend the morning with you,” he told her. Prime didn’t get a response, which was understandable. But when several seconds past, that’s when he was concerned. 

A loud gasp caught Prime’s attention. He swirled his head and body around until he noticed Fluttershy standing right next to a massive stone placement at the edge of the open field. Optimus made sure to step over the metal scraps around his feet. As he arrived to Fluttershy’s position…he could never have imagined what she found.

It was a pony, or a stallion to be precise, with his back against the stone wall and blood dripping from his mouth. His right hoof clutched his abdomen where Optimus spotted more blood spilling out. Fluttershy was right in front of him, staring at his teary eyes with equally sad ones as well. She placed her hoof on his cheek.

The dark blue stallion looked up at the Pegasus and shuddered. His eyes motioned upwards to stare at the massive giant behind her. He didn’t even look mildly surprised, if anything he was too concerned for his own health than to care for the Autobot leader standing behind the Element of Kindness.

“Sir, are you okay?” Fluttershy asked, her concern deep. “We can take you to the hospital right away!”

The stallion weakly raised his hoof and placed it over his lips. He shushed Fluttershy, but it was already too late. A low hum presented itself from the massive rock behind him. Fluttershy and Prime both brought their heads up when the sound caught their attention. He tried to speak…to warn her.

Fluttershy quickly brought her eyes to the stallion once more.

He spoke.

“…Run.”

Through a large crack across two great stones stacked against each other, a glowing red light appeared in the darkness within.

“Fluttershy, get back!” Optimus shouted.

Fluttershy’s jaw dropped. Her ears flattened against her skull. Her wings quickly snapped shut. Her eyes popped out. A large beast erupted from the structure, sending large portions of stone and rock across the field. It roared in clear anger, challenging those who dared to infiltrate its land. Fluttershy’s screams were heard throughout the forest as she was shot back from the force of the eruption. Just before she could hit the ground, she was gently captured in Prime’s hand, who tumbled across the grass in an effort to catch her.

All of this happened in three seconds.

Once he stopped tumbling in the dirt, Optimus opened his palm and noted that Fluttershy was safe. She still looked terrified, looks of pure fear stricken across her face. He heard the beast roar once again. Optimus quickly got back to his feet, placed his hand over his other to protect Fluttershy, and ran.

All she could see was the darkness inside Prime’s hands clasped over her. Still, she could hear and feel everything, creating vivid imagery in her mind.

The sound of monstrous roars and running footsteps was all she heard. She tumbled quite a bit inside Optimus’ hand, which was understandable considering Optimus was currently trying his hardest to get them to safety. She didn’t have time to think of the outcome of the situation, for a bright light spilled down on her.

The beast bit down on Prime’s shoulder with its massive jaws. It ripped him away from Fluttershy, sending the Pegasus to the grass below her. Optimus was sent into a group of trees, practically bringing down a portion of the tree lines when he crashed. 

The red eyes turned back to the Pegasus below it. 

Fluttershy, gasping for air once she hit the ground, felt the sun go away and massive shadow stand over her. She spun around to lie on her back. Just the sight of the beast’s red eyes glaring down at her caused the pony to scream. 

But even with the feeling of pure unfathomable fear tearing at her heart, a new feeling arrived when her terrified teal irises fully observed the beast standing over her. It was a feeling of déjà vu. She had seen this monster before…

Her moment of realization was interrupted when the beast lunged for her, its razor sharp teeth inches away from Fluttershy’s face. She screamed and curled up in a ball, preparing for the worst to come. She felt no pain, and opened one of her eyes to see Optimus Prime come to the rescue once again.

He rammed the side of the beast’s head with his shoulder, receiving a roar in response. Optimus didn’t stop and continued to push against the beast. He reached his hands around its head and gripped the upper jaw. Using his weight and speed to his advantage, Optimus forced the beast’s head down, eventually bringing down the whole creature’s body. 

Dirt and grass flew literally everywhere. The monster found trouble in finding the ground in order to stand back up. This gave Optimus enough time to get back to Fluttershy.

She yelped in surprise when Optimus wrapped his hand around her body and picked her off the ground quite gently once again. She didn’t pay attention to where Prime was taking her, presumably into the forest to lose the beast. Fluttershy was far too occupied with the monster.

It got back up rather fast considering its massive size. The red eyes once again locked with hers, and it roared in anger Fluttershy could clearly distinguish. She knew how animals could feel, and even though she knew it wasn’t an animal…its roars tore at her heart and soul. If anything…it felt scared and was just defending itself and its territory.

Optimus was fast, sure, but the beast was faster, and it was catching up to them. Fluttershy’s wide eyes never broke contact with the monster chasing them. But they eventually had to when the sun disappeared and the trees appeared in the outskirts of her vision. 

The beast rammed its head into the trees, but it couldn’t get through. Instead, it jerked its massive head backwards and released a terrifying roar that made Fluttershy’s bones shake. Fluttershy watched as the birds in the trees took off into the skies, clearly terrified. Optimus stopped running for a few seconds and turned around to stare at the beast.

It glared hatefully at them, its glowing red eyes seen through the darkness of the Everfree. The creature was something of a nightmare to the Pegasus, causing her to shiver in Prime’s hand. It snorted, sending hot steam through the trees. Sending one final glare towards their way, it turned around and left, its tail smacking against the shattered trees. Optimus looked down at his right fist.

Fluttershy was safe.

“Let’s get you out of here,” he quietly told her, his grip tightening ever so softly around her waist. He took off running back where they came from, the journey much more silent than it had been earlier when they arrived in the forest.

Fluttershy remained speechless. The cool, forest air flowed through her long mane, but Fluttershy still did not enjoy the feeling. Her heart was too frozen, too terrified to even thank Optimus for saving her from the monster.

It wasn’t a monster. 

She knew the beast. She knew that thing that tried to kill her. It was Grimlock. 






	
> Chapter 27-Unholy Request
> --------------------------------------------------------------------------


Noctune threw his cider glass at the wall, shattering it.

The frustrated stallion let gravity take his body down into his black leather chair. As his head hit the back of the chair, he began his breathing exercises to keep himself calm. It had been years since he has done his breathing exercises. His psychiatrist always told him doing so would keep his emotions in check, and it would hopefully prevent another…episode.

That was the last thing Noctune needed at this point. So he started the breathing exercises. The stallion placed his front hooves against his forehead, his chest inflating outwardly. He breathed out, letting his chest fall and his heart rate slow down.

It felt…good.

He repeated the steps several more times. The sounds of his heavy breathing filled the dimly lit office that was once silent. On his last breath, Noctune let his hooves fall to the rests on the side of the chair, a deflated expression remaining on his face.

“Ugh…I need a drink,” Noctune groaned, reaching for the cider glass. His hoof grabbed nothing but air on his desk. “Oh…right,” he muttered, staring at the cider rolling down the wall. He groaned once more and rested his head on his hoof, his eyes slowly shutting.

At one moment he was sitting in his office, happily reading the newspaper with only the thought of that whore from last night giving him his money’s worth. His morning went out without a hitch. But by around noon…that’s when he received the news. The news…from bucking Brimstone.

Nopony else dared to tell him, for they were too afraid. That was clearly something Noctune needed to teach them. Yes, he can be scary at times, but it wasn’t him…it was somepony else. 

Ever since he was a colt, Noctune’s parents were always fighting, always arguing, and he was in the middle of it all. He and his siblings. Noctune was beaten, of course, as were his brothers. It seems his father always took his anger out on his children. 

As the years went on, it only got worse. By the time Noctune was eight years old his father had strangled his mother in a blind fury. She died that night…and Noctune was watching the whole time. His father was nowhere to be found the next morning. However, in the Manehatten reports it did state that the body of his father was found dead by the sea.

Something changed that day. It was a day Noctune never forgot for some reason. Something…snapped. He was never himself, never the playful colt like his two older brothers once knew. He was lonesome, an outsider, and a dark pony who rarely spoke. Whenever he did speak, he would lash out at his brothers who tried their best to take care of him.

And all he would say was “The voices told him to.”

He’s gotten help for the problem. Doctors prescribed medical treatments and anti-depressant pills every day. They did little to help. Finally, Noctune saw a psychiatrist at the age of eighteen. He told Noctune that he required a new hobby, perhaps a job that would keep him busy and hopefully prevent thoughts of suicide.

That’s when he joined the Royal Guard…

Knock! Knock! Knock!

The dark brown stallion raised his head towards the door in front of him, a heavy scowl beginning to appear. 

It was only a few minutes ago that Brimstone informed his commander that the mission in the Everfree Forest was a failure. Many lives were lost, all the Spider Tanks were destroyed, and only eight soldiers made it back mortally wounded. More cowards for testing, Noctune presumed. The only good news he got out of that was their presence was never known, and even if somepony managed to find the wrecks of the tanks they would never know it was them. Their logos were scratched out.

That’s when he realized it was over. He couldn’t send any more soldiers even though more reports kept coming in. Whenever he tried, he would always get the same news: The aliens stole their weapon’s power source and escaped.

He failed his country. He failed to keep peace in his world. Now that Transformers were roaming around Equestria, the news will surely spread and panic will rise again…just like before.

Noctune clearly didn’t need any more news from Brimstone.

“I will NOT order another attack, Brimstone! We’ve lost too many!” he shouted, his heavy vocals traveling throughout his office.

A weak, meager voice came from behind the door.

“Um…sir? This is Swi-Swift Sh-Shade.”

The newest recruit. Noctune’s scowl disappeared, and he motioned his hoof towards the door. “Ah…Swift. Come in,” the stallion said. The door slowly creaked open, and the young pony nervously made his way inside. Noctune could see the scar on his forehoof. It healed up rather quickly.

Instead of fully entering the room, Swift stood silently in front of the open door, sweat pouring down his head and burning his eyes. He didn’t blink. 

Noctune’s raised his brow curiously and asked, “What’s wrong with you, kid?”

Swift only appeared more nervous. His forelegs began to quiver and short, uncontrolled breaths escaped his muzzle. Well, maybe Noctune was a bit intimidating. Perhaps being calmer and nicer to his cadets would ease the tension he was clearly feeling.

As Noctune was thinking to himself, Swift looked utterly terrified. He sounded utterly terrified as he began to speak.

“Y-you have r-received a m-m-message.”

Right before Noctune could ask from whom, Swift’s chest exploded.

Blood splattered all across the office. Blood was on the floor, on the ceiling, even on the dark brown stallion sitting in the leather chair. Noctune shot back in his chair, his eyes burning from the blood. He swiped his hoof across his eyelids enough to get a short glimpse of what exactly happened.

It was almost too fast. A giant, metallic bird smacked Swift’s body aside as if he was a ragdoll. His corpse hit the far wall and rested on an ever-growing puddle of dark red liquid. Noctune rolled up his right sleeve with speeds that almost surprised his attacker. With pure intensity raging in his eyes and the blood painted across his face, Noctune took the form of an animalistic beast purely acting on instinct.

He presented his blaster that transformed across his right hoof. The end glowed violently blue, ensuring Noctune that his weapon was ready. He pointed the blaster at his attacker, only to have it be swiped away from the bird. Bits of metal broke off from his blaster. His weapon was destroyed in seconds and the bird even managed to knock the stallion back into his bloody chair.

Very impressive.

The bird latched its two claws onto the front Noctune’s desk. It stared at him with that glowing yellow visor, a quiet hiss escaping its metal beak. 

For several seconds the two stared each other down. Noctune breathed in and out in short, uncontrolled breaths while the metal bird continued with its silent stare. That stare sent a message, something that sent a shiver down Noctune’s spine.

He finally noticed the symbol on its forehead.

“Oh no…” he muttered.

Decepticon.

The bird began to move, catching Noctune off guard as his eyes were transfixed by the dreaded logo still lingering in his mind. It backed up and pointed its head downwards. A short barrel began to protrude from its forehead. Noctune flinched and prepared for the shot to come.

Instead, a blue beam was shot in front of him, right on top of his desk. The beam spread out until it became a tall hologram. A static image of a purple-eyed cyclops appeared in front of the stallion, catching him by surprise when he spotted the Decepticon symbol right under its flat chest. Two wings pointed outwards from the Decepticon’s back, and instead of a left arm the Decepticon had a gun.

Noctune remained silent. He was honestly too stunned and intrigued to speak.

So the hologram did it for him.

“Greetings, Noctune. You do not know me, but I most definitely know you,” this caught the stallion by surprise, increasing his attention span. “I have watched you for quite some time now. You have potential, even for a pony. That lust for power is strong in you.”

Now, how did he know about that? Noctune thought.

“I’ve seen your many ‘attempts’ to destroy the Autobots, but you lack the knowledge to perform such tasks. Your power in military is clearly not strong enough. If you do as I say, I can give you that said power, protect your world, and then some.”

Noctune leaned forward in his chair, one hoof rubbing his chin while the other was firmly planted on his desk. 

The Decepticon continued, “If you would like to know more, meet me in the outskirts of the Frozen North. I will have Laserbeak give you the exact coordinates of the location.” 

The bird let out another ear-piercing screech, making Noctune flinch back into his chair.

After a brief moment of silence, the Decepticon in the light blue hologram lowered his gaze. It was as if he was speaking directly to the pony in front of him. “I understand it is difficult to trust…an alien…but you must understand that no harm will befall you.”

Noctune’s eyebrow shot upwards.

“I give you my word.”

With his speech ending, the hologram cut off, leaving nothing but a bloody office room and an alien bird in front of the commander of the Alliance. The bird, presumably named Laserbeak, stared at Noctune for some sort of reaction.

He didn’t know what to think. Noctune frowned and stared at his blood-soaked desk, contemplating the offer. 

What was he thinking?! It was a Decepticon! He didn’t need to remind himself that the Decepticons tried to colonize his home, killing hundreds of thousands of ponies in the process. They were the whole reason he founded the organization! They were the reason of his power.

Where did he say he was at? The Frozen North? It was perfect. Nopony would know of their actions, and he could send a small army to deal with the Decepticon with sheer firepower. He could be rid of the Decepticon once and for all!

Then again…

He recalled the cyclops’ words “Your power in military is clearly not strong enough.” That cut deep into Noctune’s chest, almost tearing his heart in two. To demoralize his life’s work was painful, but not as painful as knowing it was true. Hell, they couldn’t even destroy a rusty tin can. How can he ever expect to go against a Decepticon who was obviously not alone on this world?

The thought of a Decepticon army…on Equestria. It frightened him.

Noctune’s blood-covered face turned to observe Swift’s slowly rotting corpse lying on his office floor. His eyes were wide open, a look of pure terror forever stitched on his face, never to be removed. His chest was literally blown to bits; portions of his ribcage could be seen. Laserbeak turned his head to the corpse as well, giving a little squawk, though it didn’t seem like he cared much.

What did that Decepticon say…?

I can give you that said power, protect your world, and then some.

Power…

The word made Noctune’s body shiver. It was something of pure happiness, something he could use for the benefit of ponykind and to the benefit of the future children of Equestria. It was a word that dictated the acts of legends. It was the word that brought Discord’s reign, the word that convinced King Sombra to rise up and take the Crystal Empire for his own purposes, the word that fueled Lord Tirek’s lust for conquest.

It was the word…that could change the world.

Noctune sighed and closed his eyes, the blood dripping down from his eyelids. He leaned his head back into his leather chair, letting the quiet of the room take him on a blissful journey. Laserbeak stared at him for quite some time. He tilted his head and opened his beak.

When Noctune opened his eyes, an all-new shade of grey and swirls of darkness floated across his eyes. It was a sight Laserbeak clearly didn’t expect. 

Noctune smiled a killer’s smile and nodded. 

“Alright…show me.”

	
	
		

	

> Chapter 28-Band of Brothers
> --------------------------------------------------------------------------



A little hummingbird poked its head in a brightly colored flower. After finding and enjoying a little food, the hummingbird flew off to the next flower it could find. It spotted one not too far off, hidden in the bushes, trying to hide.

The little hummingbird prodded the insides of the flower, hunting for the nectar. A low hum caught the little hummingbird’s attention. It brought its head out and quickly scanned the dark forest. Only slivers of sunlight poured through the small openings in the treetops above, but it saw nothing.

That is until a massive foot appeared above the bush.

Terrified, the hummingbird sped off into the forest right before the object could crush it. The mighty metal foot came down on the dirt, sending dust scattering in the area. A heavy hum accompanied the machine as it tore through the forest, pushing over trees and smashing bushes. 

Five, seven, a total of twelve ponies, all stallions, marched through the forest. They all stood close to the mechanized beast, their eyes scanning the green foliage for any movement. The leader of the squad turned his head to the rest of his group and announced quietly, “Let’s keep movin’. They had to of run off deeper into the forest.”

“I’m not so sure, sir. They’re probably long gone by now. Heck, they could probably have escaped the forest,” one of the stallions in the back of the group said, receiving a few nods.

The pony with the bigger patch shook his head. “Until we’re told otherwise by command we keep hunting. We don’t let those aliens escape no matter what. Now keep moving.”

On command, the Spider Tank raised one of its mighty legs forward and toppled over a tree. The metallic monster pushed its way through the dense forest, the muttering stallions following right behind it. Once the robotic monster was out of sight, two glowing blue orbs flashed on in a hidden bush.

The blue orbs began to rise until another robotic being stood alone in the forest, its head facing the path of destruction the tank had created. It could hear nothing. It was safe for now.

Jetfire turned towards the two robots sitting quietly behind him.

“Alright, it’s clear. Those things are gone,” he told them, watching as the two stood on their own, though they appeared to be struggling, grunts of pain escaping their mouths.

Jazz and Ironhide never looked so terrible.

Both Autobots were rusted, their true colors only appearing to be faded. None of their lights worked, save for the flickering symbol each one had and their blue optics that continuously scanned the area. Jazz was limping while Ironhide appeared to be in perfect condition, despite his outward appearance. Jetfire almost shared their looks; despite more lights on his body apparently working fine and the two wings atop his back weren’t rusted at all.

Once they were standing straight and staring at him, Jetfire nodded to the two and faced the direction of the opening ahead. He raised his foot over the bush, carefully entering the open area in front of him. The two bots behind him followed closely.

Jetfire’s eyes stared down the path of fallen trees. No movement. No sounds.

“We’re good...” he assured the two. “Let’s keep at it.”

Together, the three Autobots went in the direction opposite to where the creatures before had traveled. Metal scratching and heavy footsteps were the sounds heard, followed by short whistles from the indigenous life forms in the area, though Jetfire doubted they were sentient. Except for those quiet noises, it was silent.

Maybe it was time to ask those questions…

“So,” Jetfire began, catching the attention of the two beings behind him. He turned his head around, but kept at his pace forward as he asked, “How exactly did you two meet again?”

The little hummingbird landed on a branch above the three Autobots. Its head expanded and its wings stretched outwards, revealing it to be Discord in disguise. Shaking the feathers off, the miniature Discord groaned and rubbed a paw over his eye, a patch now covering his missing one.

“Can’t get a decent meal around here without somepony… What’s this?” Discord mused, his head falling to the newest batch of Autobots directly underneath him. He smiled, clapping his hands together playfully.

“What fun!” he whispered sharply, a pair of binoculars appearing out of thin air in his hand. He used the binoculars (well, half of it) to spy at the three below him. His ears caught their conversation.

The big red one, Ironhide, gave a sad chuckle, his optics looking over to Jazz. “It was dumb luck,” he said. “I literally ran into this guy somewhere off into the forest. We didn’t have time to explain things to one another because we were both being chased by the same thing!”

The smaller white one shook his head, an unamused expression seen on his features.

“It was those weird creatures,” Jazz commented. Jetfire’s eyes bore feelings of sympathy and understanding as the white one continued. “They just upped and attacked us for no reason! Didn’t give an explanation, just bang bang bang…” he made a shooting motion with his pointing fingers, “shot at us.”

Ironhide nodded. He stepped over a large boulder and continued with his answer. “After we both lost sight of those things, we hunkered down inside of a cave and explained things to one another. Turns out, we both can’t seem to remember anything about ourselves. I don’t even know my name!”

“It’s like…we lost something,” Jazz breathed, his rusty hand gently rubbing his helmet. 

Jetfire nodded to the two. “That’s when I found the two of you,” he told them. “We just bumped into each other…” his eyes took the shade of sadness, a sigh escaping his jaw. “And it turns out…I can’t remember a blasted thing as well…or my name.”

The big one and the small one looked at each other, intrigued expressions all around. 

“Wait a minute,” Ironhide said, causing Jetfire to stop in his tracks. Jetfire listened carefully for what Ironhide had to say. It had to be important for him to make them stop while they were currently being hunted.

Ironhide pointed a heavy finger at Jetfire and said, “You mean to tell us that you have no memory of who you are, what you are, or where you’re at?”

Jetfire nodded.

Jazz shook his head, planting his hands on his sides. “Well, that’s slightly coincidental, don’t you think? I mean, all three of us have no idea who we are or what are our names are… What does that tell ya?”

The slicker, well-toned one took a step forward. “Maybe some things just happen for a reason,” Jetfire answered, receiving admitting nods from the two in front of him. He turned around and continued on the path they were heading. “Come on now… If we get to safety then maybe we could find others like u-”

The tree directly next to Jetfire exploded, forcing each Autobot to jump back simply out of reaction.

Ironhide fell on his back, while Jetfire brought up his hands to protect his face from flying wooden shrapnel. As Jazz stared at the burning tree with wide eyes, a scream erupted deep within the forest.

“WE FOUND THE TARGETS! OPEN FIRE! OPEN FIRE!”

Jetfire turned to face the direction of the scream. “Oh no…” he muttered, his terrified glance shifting to Jazz and Ironhide. “Run…RUN!”

Another blast shook the forest, prompting the two to finally act. Jetfire sprinted down the long, dusty path ahead, Jazz and Ironhide following close behind him. Ignoring the painful feeling tearing in his leg, Jazz pushed forward, shouts and loud bangs not too far behind him. 

All around him, Jazz could see trees being ripped to shreds by several blue beams of energy colliding against them. Large chunks of dirt flew up as bullets rang past his head and impacted the dirt ahead. Jazz kept running, Ironhide and Jetfire having a large lead in front of him. Ironhide shielded the back of his head when multiple blue bullets hit the dirt in and around his feet.

It was total anarchy.

“I see an opening! Keep running!” Jetfire screamed.

Jazz squinted, spotting the slivers of light hidden by a bundle of trees up ahead. He pushed even harder than he did before, a goal now seen, an escape worth getting to.

Jetfire and Ironhide shouldered the trees aside, a massive glare from the sun impacting their vision. Jazz tripped over the vines and landed into the backs of the two bots in front of him, bringing all three of them to the ground. Slightly dazed but far from giving in, Jazz got back up, only to stare in absolute shock at what was ahead of them.

The edge of a cliff.

A massive chasm hung below the edge, but no other means of escape were found. Jetfire and Ironhide had recently gotten back to their feet, only to share the same expression Jazz held. They were trapped.

“No!” Jetfire shouted, his feet edging to the end of the cliff. His eyes stared downwards towards the small river running through the canyon below, all looks of fear flashing past his optics.

That’s when they heard the crash.

All three Autobots spun around, complete terror filling their insides when the mechanized beast returned. It stood perfectly fifteen feet tall, a tannish color represented on its armor. The machine had six massive legs, three on each. It all looked very clunky. Wiring could be seen sticking out where there was no armor, though the machine looked capable of walking fine. Pipes stuck out from the top of the beast with black smoke escaping it. However, its most horrifying feature was the long barrel jutting outwards from the center of the machine. The barrel was pointed right at the three.

The end glowed bright blue…

…and the next thing they knew they were falling.

The robotic monster shot a powerful blast at them, missing them completely and hitting their feet. While they thought it was a close call, they realized its true intentions. The ground beneath them began to shatter, the entire cliffside came tumbling down.

It was over. They were all headed for a horrible demise and they couldn’t save themselves. Whatever it is those creatures wanted…they succeeded. The three Autobots fell to the chasm below, screaming the entire way.

That is until a bright light reached their eyes.




_______________




Jazz landed softly on grass. Grass?

He looked up from his position and noticed the two others lying on their chests. Ironhide and Jetfire both stared at each other, confused and relieved expressions seen on their faces. He seemed to share their looks of surprise.

As Jazz and the others slowly got back up to their feet, the white one couldn’t clearly understand what exactly happened. Jetfire and Ironhide seemed to have the same feeling. 

What happened?

A second ago, they were close to death, falling to the sharp rocks at the bottom of the mountain. There was a bright flash of light, and the next thing they knew…they were safe…and in a different part of the forest. None of them could understand the situation they were in. That is why none of them said a word for nearly a minute. They just stared at each other, blinking and moving their heads back and forth.

A polite cough came from above.

Taken by surprise, all three Autobots brought their heads up to the sound of the cough. What they saw lying on a tree branch was clearly part of their imagination and couldn’t be real. Whatever it was, it was obviously enjoying the view, a half smile on its face.

The day just kept getting weirder. It spoke to them.	

“Gentlemen, I think I might have the answer to all your problems,” Discord said with a smile.





> Chapter 29-The Situation Escalates
> --------------------------------------------------------------------------



“Sister…do you know what this means?”

“Yes… The Autobots are back…and I only fear they might bring their war once again.”

Princess Luna closed her eyes and released a heavy breath welling up inside her lungs. She shook her head, a horrifying darkness sweeping into her heart. Not the darkness of the night…or of Nightmare Moon…this was pure fear.

Celestia felt no different. Even as she rolled open a long scroll speaking of ancient mind spells, the horrible feeling kept wrenching in her stomach, forcing her to acknowledge its presence. 

The two sisters resided in the Canterlot Archives. Their promise to Optimus Prime was not broken, not by a long shot. They had currently spent the last few days in there, the only times they left were either to raise the sun or the moon or to accomplish their royal duties. Other than that, all of their spare time was used to search for the cure.

The cure for Optimus’ problem.

They’d come close a few times before. There were some spells that seemed promising to inflicting the mind of a being for short moments of remembrance. But they weren’t permanent. That’s the one spell the two sisters needed. 

Optimus Prime needed to remember who he was, and so far they hadn’t found any spells that could help. But some recent news had taken the sisters’ attention for quite some time. It was the kind of news that made ponies drop everything they were doing and simply remain in shock.

Princess Twilight sent them a letter…

Grimlock was found in the Everfree Forest.

Princess Celestia ordered the guard who presented her the letter to remain quiet. Luna even questioned if the letter was seen by others. The guard denied any eyes peeking at the letter. That, of course, didn’t stop the news from spreading.

It had obviously started in Ponyville, the closest settlement to the Everfree Forest. The news of another Transformer being discovered brought a large riot in the small town of Appleloosa. Celestia was horrified, and felt pity for the town. The riot was detained and luckily nopony was seriously injured. The ponies there were clearly terrified. They were hit hard during the Decepticon invasion.

It just goes to show what fear can truly bring…

The two princesses prayed that there would be no more insane acts of fear throughout their land. But in those tense moments, more and more Royal Guard kept interrupting their research with news explaining that more Transformers, presumably Autobots, were being discovered all throughout Equestria. These were just wild accusations, but the princesses did not ignore them.

They were terrified to know that sights of Autobots were being reported all across the country. Most ponies were probably just seeking attention, but the rumors and sightings had to of come from somewhere. It certainly was just a mystery at that point, a mystery the two sisters couldn’t solve alone.

Celestia and Luna needed help.

Threats of a new war were building up, and ponies were terrified knowing more and more Transformers were being discovered across the country. Sooner or later, a Decepticon sighting will come up, and all anarchy will break loose. 

Princess Celestia needed a way to contain the excitement. A quick, easy solution to ensure her little ponies that trusting in them will solve all of their problems. They needn’t not to worry about the possibly false accusations and sightings. She just needed an answer so she and Luna could get back to their research.

That’s when Princess Luna brought up the one question she thought she would never have to ask.

The lunar princess lowered the long scroll she was levitating in front of her blood-shot eyes. She faced Celestia, heavy bags accompanying her vision. Her mouth opened to speak, instantly catching Celestia off-guard. 

“What of Noctune?” Luna asks. She watched as Celestia brought the scroll she was reading to the floor. “Can’t we ask of him to contain these fears? Ask him to assure these ponies that they are safe?” Her eyes fell, a horribly sad expression etched on Luna’s face. 

“That…there is not going to be war?”

Celestia shook her head. Luna noticed a look of regret on her sister’s expression.

“I have had…certain fears that Noctune and his Alliance have grown in power,” Celestia said, catching Luna’s attention. She continued, “The last time I saw Noctune, we met here in Canterlot. He wanted to discuss some…serious changes to our military’s stance. That pony wanted to make our very way of life as advanced technologically as his.”

“Surely you said no,” Luna interrupted. She stood up and approached Celestia from the side. “Doesn’t that pony know that advancement in technology would bring nothing but chaos and disorder?!” She snorted and frowned, stamping her hoof on the floor. “It wouldn’t be long before some insane pony would create a weapon of pure death to wipe out our entire race…”

Celestia nodded in understanding, her tired eyes closing. “That is what I’ve tried to explain to him many times,” she muttered. Luna flared up her wings.

“Well,” she said, her voice dropping twenty degrees, “let us go to Vanhoover and explain to him personally that we will not-!”

“Luna!” Celestia warned. The younger princess’ wings fell to her sides, nothing but a sour frown remaining. Princess Celestia turned her head to her younger sister, her mane flowing softly but not as proudly as it used to. She hadn’t gotten a good night’s rest in a couple days

Still, she explained things the best of her ability to Princess Luna. She said, “Noctune is not a pony to be trifled with,” images of the past returned to the solar princess, though she tried her best to ignore them. “He is capable of many things, Noctune is. But no matter what you say, no matter what you do, nothing will change his mind on what the future holds for Equestria. He has great dreams…and even greater power.”

“So what you’re saying…is that Noctune is too powerful to where we need to be concerned?” Luna asked.

Celestia shrugged, a sigh escaping her lips. “For now…I don’t know. He did promise that he would only use his military powers for the good of the Equestrian race, as well as the safety and lives of every breathing thing on this planet. If Noctune threatens that promise in any way,” she turned to face Luna, her eyes hard as stone, “we will take immediate action.”

Princess Luna thought for a moment, her eyes darting under her eyelids. She looked up at her older sister and nodded once. “Well then,” she said, “shall we inform Noctune of the job he is meant to do?”

The older sibling nodded. She turned towards the large doors at the end of the archives and called for one of the guards standing outside of those doors. The white stallion in golden-plated armor arrived to the princess’ side in a matter of seconds, bowing at her hooves.

Princess Celestia cleared her throat and stuck her hoof out in front of her. “Inform the Royal Messenger to prepare a letter to the Alliance of Alien Activity in Vanhoover,” she told him. The guard nodded, and waited as the princess continued. “Tell him to write down these very words…” Now the guard truly began to focus. 

His ears stood straight as Celestia said, “‘From the kindest of welcomes in all of Equestria, we are willing to inform you that Princess Celestia and Princess Luna would like to have a brief meeting with Noctune tomorrow morning at 9 am in Canterlot Castle.’”

Both princesses stared at the rock-hard expression the guard was giving them. Celestia smiled and finished by saying, “Tell him to bring the letter to me so I can sign it.”

The guard bowed once more. “Very well, your highness,” he said in the gruff voice many of the guards had. He instantly left when Princess Luna waved him away. Once the door slowly shut, Luna rubbed the same hoof against her face. 

She sat on her rump and groaned, “Even I cannot remain awake for these many days.”

Princess Celestia smiled to her little sister and giggled, “We’ll take a short break after we finish this row, okay Luna?”

Luna smiled, her wickedly tired eyes locking with her sister’s. “I would love nothing more than a hot cup of…whatever it is that bean brew you were telling me about that one time.”

“Coffee?” Celestia laughed.

“Yes,” Luna said proudly, her horn levitating another scroll in front of her, “that sinister, foul-tasting, dirt-flavored liquid you call coffee.”

Both princesses shared in a long conversation filled with laughter and possible spells found in the Elder Scrolls that could help them get closer to saving Optimus. Despite the giggling she enjoyed with her little sister, a darker thought kept pounding away in Celestia’s mind…

Noctune.

What was he going to think of this long silence since the last time he and Celestia spoke face to face? What was he going to think of letter? Would he acknowledge it? Would he rip it to shreds? Celestia truly hoped not, but she wouldn’t blame him.

After all that pony has been through. All his struggles, all his problems, mental and physical, Celestia was amazed he could proudly rise out of those chains that brought him down all his life and make a meaning out of it. She could still feel good in that pony, but it was hidden behind the corruption…

The corruption of power.

At that moment, Princess Celestia realized that that power-hungry stallion was their last hope to saving Equestria from falling to anarchy and eventually…collapse.

I pray there is no bad blood between us, Noctune.





> Chapter 30-Power Changes Everything
> --------------------------------------------------------------------------



Cold. It was so…damn cold.

It wasn’t hard to travel to the Frozen North, but it was hard to fight through it. The leader of the Alliance of Alien Activity stamped his hooves roughly in the freezing snow in order to pull himself forward. His goggles would always fog up from his breath, and Noctune was forced to smell his own spit through the scarf wrapped around his muzzle.

In his right hoof was a small piece of paper. It flapped wildly in the strong, freezing winds. He held it up in front of his goggles, barely making out the coordinates the bird had given him. It was readable, though.

“Alright…forty degrees do north…and now I should be here,” he told himself, placing the piece of paper in his coat pocket for safe-keeping. “Now to play the waiting game.”

It truly was the waiting game. Noctune stood silently, the hissing of the cold wings ripping past his ears and sending shivers all across his body. Though his neck and body were protected from the cold, his face was only partially covered, while his hooves were left in the terribly freezing snow. He didn’t want it to bother him. His teeth chattered and his body shivered. Well, another failed goal.

All around him, Noctune saw nothing. He constantly had to wipe his goggles of the heavy snowflakes piling up. But other than that it was pure white across the entire landscape. The outlines of mountains could barely be seen in the distance, something Noctune hardly cared for. His eyes were constantly scanning the hills around him for any type of movement.

He brought a weapon…just in case.

After nearly seven minutes of doing nothing but freezing to death, Noctune was about to call it quits and head back to Vanhoover. He might just send a kill squad later to deal with the possible Decepticon threat in the area…if he didn’t already see the dark figure.

It appeared over the closest hill, heavy footsteps heard every time it took a step ever so closer to the shivering pony. Even through his foggy goggles covered with bits of snow, Noctune could still observe the figure coming into focus.

The first thing he saw was the glowing purple symbol. Decepticon, of course, but as it made its way down the hill and closer to Noctune, the pony realized it was the same Decepticon from last night. From the hologram. 

The Decepticon clearly stood thirty feet tall, though Noctune couldn’t make exact the calculations with the little time he had. He was dark purple with lighter purple-colored lights on his arms, knees, chest, and…eye?

Of course, it was the same Decepticon from the hologram. The cyclops. Two massive wings pointed outwards from its back, but Noctune could only make out the tips sticking up from his short position. The Decepticon approached the pony slowly, its purple eye never breaking contact. It stopped when it was ten feet in front of the stallion.

Silence. The only sound heard being the sound of the howling winds.

Noctune breathed heavily out of his scarf. The Decepticon looked around for a little while, until it rested its eye on the lone pony in the frozen wasteland.

“It seems Laserbeak’s message was well-received,” the Decepticon finally said in the moment of clean silence, shattering it as a rock would do to glass. Noctune didn’t answer, only stared. The Decepticon rested his right hand on his chest. Every time he spoke his eye would light up. It was odd to the pony, but it least it helped Noctune see the Decepticon in the unforgiving storm a little better.

“Forgive me for sounding rash but…why is it that you came alone?” the Decepticon asked.

Noctune responded, “Why did you?”

The Decepticon appeared confused at first, but chuckled at the response he received. “Hm, I can already tell we are going to have a splendid and yet…very interesting chatting session, you and I,” the Decepticon told him. Noctune gave no response to that, his only action being a quick shiver.

It seemed to catch on. “Aw…I seemed to have forgotten that you equines do not take kindly to these low temperatures,” he said, planting his right hand on his chest. “Our inner mechanisms can survive these types of harsh climates, but I’m fairly certain that yours…cannot.”

“I know,” Noctune sarcastically said, “it’s amazing what one can learn in a day.”

The Decepticon didn’t acknowledge the sarcasm, it was as if he didn’t even recognize it, because the next thing Noctune knew the giant stepped aside and let his hand fall in front of him. A gesture even Noctune knew.

“Well, shall we finish this conversation in my…humble abode? I am certain that its temperatures will suit your needs rather perfectly,” the Decepticon told the stallion. 

Noctune was confused at first, but felt no need to question the Decepticon anymore. A low frequency hum was heard throughout the area, and the sky above Noctune appeared to act as waves in an ocean. Several cubes the colors of the sky shifted until they became jet black. 

A sort of cloaking mechanism, Noctune would imagine, because the next thing he knew a horrifying Decepticon warship was hanging over his head.



_______________



Well, it’s definitely warmer in here. Noctune imagined as he was led by the Decepticon through the dark corridors of the warship. He took off his scarf and placed it inside of his coat pocket. Noctune took in a fresh breath of air, only to have it ruined when the smell of hot metal filled his nostrils. It wasn’t bad, it just didn’t feel right.

He raised his goggles above his head and placed them in his coat as well. From one’s own perspective, Noctune would’ve looked as if he gained a few pounds, or his chest was a lot bulkier than anypony would imagine. 

The Decepticon remained quiet throughout their walk, giving Noctune plenty of time to observe his surroundings.

All he could hear was the Decepticon’s footsteps against the metal floor and blurs and clicks from several computers hanging from the nearby walls. The inside of the ship was dark purple and black, a strange mixture of the two that was very fitting for the Decepticons. Noctune’s grey eyes shifted to the Decepticon up ahead of him.

“Where are you leading me?” the pony asked.

The Decepticon answered rather quickly. 

“We are here,” it said, two massive doors ahead of him spreading apart to allow the two inside of its darkness. It took a while for Noctune’s eyes to adjust, but when they did he saw the Decepticon take a seat in one of the several large chairs spread around the room.

Speaking of the room, a very large clear window hung to the left of the stallion. He could see nothing but pure whiteness and a blizzard raging outside those windows. He turned his head away and noticed the room had at least two stories above the ground currently standing on. Computers and such far too advanced for even Noctune’s tastes filled the room on all levels. The Decepticon was sitting in a chair that was twice his size that faced the window. It must’ve been a sort of control center.

The Decepticon turned his head to face the lone stallion in the room. “Take a seat, my friend,” it gestured with its right hand, “we will begin shortly.”

Noctune scoffed and approached the nearest chair directly in front of the Decepticon. “I’m not your friend, alien,” Noctune muttered, though he made it loud enough for even the Decepticon to hear. The chair lowered itself in front of the stallion, a soft screeching noise made. Noctune jumped into the large seat. It began to rise until he was mirroring the Decepticon’s height.

It started to speak again, its purple eye lighting up. “I would like to thank you for honoring my request, especially since you came alone.”

“Yeah, well you didn’t give me much of a choice,” Noctune answered, his head resting on his hoof. “What with that bird of yours killing one of my cadets, it wouldn’t leave until I gave a straight answer.” His uninterested eyes shifted over to something that seemed to catch his attention.

The Decepticon nodded in understanding. “Yes, Laserbeak does tend to act on his own most of the time. Something I should really discuss with Soundwave about. And I’m sorry for your loss. It must be quite difficult losing a member of your-”

“Hey,” Noctune interrupted, silencing the Decepticon’s words, “what exactly…is that over there?” He pointed his hoof to an area behind the Decepticon. It turned its flat face over to the right, its interests rising once again.

“Aw, you have quite the keen eye,” the Decepticon answered and stood up from its chair. Noctune watched as the Decepticon approached a small stand only reaching up to its waist. As if gravity was out of the question, a strange relic floated right above the stand. Noctune didn’t know why…but he felt dread wash over him when his eyes continued to stare at the relic. But he couldn’t look away.

The relic was light grey in color, with its center wickedly purple. A dark purple mist hung around the relic, almost giving its presence a much more threatening tone. The Decepticon eyed the relic with great interest, while Noctune eyed it with great worry.

The Decepticon began to speak, its right hand rubbing the side of the dark relic. “Allow me to proudly present…the Dark Spark.”

Noctune sat back in his chair, his eyebrows launching upwards.

“Many years ago, so long in fact that even my own memory betrays me, a squadron consisting of myself and two others traveled to an abandoned Cybertronian city. Our leader, Megatron, ordered us to search for a mystical relic known as the Dark Spark. He imagined its power would be enough to destroy the Autobots once and for all. On our journey deep within the vaults of a forgotten complex, we discovered something…of pure legend.”

Noctune eyed the Dark Spark once again as the Decepticon continued with the story. 

“We encountered trouble with a few Autobots on the way. But in the end, the Dark Spark was lost with a battle between Megatron…and Optimus Prime,” the Decepticon sighed heavily before continuing. “I have no clear idea where it went, but after the incident at the Crystal Empire and the portal taking my brothers and I back to Cybertron…I discovered it once more.

“It was hidden within a massive crash site; buildings were incinerated from its sheer power. I don’t know how, but I believe it was trapped in Cybertron’s orbit before crashing down onto the planet itself.”

The Decepticon got in for a much closer look, the light from the Dark Spark made him stand out in the dark control center.

“While the Dark Spark’s true origin continues to remain a mystery this day, others have speculated just where this horrific device came from. Many said it was the very spark of Unicron, others believed it to be a corruption from the Well of All Sparks. Wherever it may have come from, the Dark Spark holds powers beyond anyone’s comprehension. It holds the power to reshape the universe and bend others to its will.”

The pony eyed the Dark Spark with growing interest, a knowing smile growing on his face.

The Decepticon backed away from the relic and said, “The Dark Spark also serves as an excellent power source. It fuels the Nemesis with enough power to fly for hundreds of megacycles. However, it might come in handy a little later on if the plans seem to fail.”

Noctune’s smile vanished. He turned his head towards the Decepticon and asked, “Just what plans are you going on about, alien?”

The Decepticon shook his head and turned to face Noctune. “First of all, my name is Shockwave, not ‘alien.’ I would greatly appreciate it if you referred to me by the name I was built with,” Noctune’s eyes lost interest once again, his mind still reeling on the powers the Dark Spark held. “Second, the plans I am, as you said, ‘going on about’ are the plans for your rise to power and the survival of the Cybertronian race.”

Shockwave took a seat in his chair, crossing his leg over another. 

“Would you like to hear about it?” Shockwave asked.

Noctune grumbled in his chair. He looked up at Shockwave and nodded. “That’s kind of the reason I came to freeze my butt off in the Frozen North in the first place, now is it?”

“Indeed.”

Noctune shook his head. Clearly Shockwave didn’t understand sarcasm, or he did and he was just ignoring it. He seemed smart enough, so Noctune went with that option. 

Shockwave tapped his fingers on the chair’s arm rest. “Perhaps I shall start with a little…constructive criticism,” he said, leaning forward in his seat. “Laserbeak has recorded multiple shots of your soldiers trying to destroy the Autobots…including Optimus Prime. I was not impressed. Your tactics are sloppy, your delivery is not strong enough. If the Decepticons were to launch another invasion,” his eye stared right into Noctune’s gaze, “we would slaughter this world and your military.”

“You got a point to make other than criticizing my life’s work, Shockwave?" Noctune retorted, his voice rising in anger.

Shockwave nodded and leaned back in his chair. “The point being that the only reason we didn’t send another planetary assault…was because of you,” Noctune’s eyebrow shot up. Shockwave continued, “Unlike my former master, I do not wish to leave piles of dead bodies in our quest to saving Cybertron. Your cause is just and true. All you want is to protect your world and your pony allies. All I want is to save my world.”

Noctune watched as Shockwave laid his right hand on his blaster.

“Do you see now?” Shockwave asked. “We’re not so different, you and I.”

“What does this have to do with me and my company?” Noctune asked, receiving a nod from the Decepticon. Shockwave began to speak again, his story shifting to what exactly happened after the aftermath of the Decepticon invasion.

“After the portal absorbed all Cybertronian life forms on this world, we were taken straight to Cybertron, which is understandable since the coordinates were meant to return back to my home planet after we were…ahem…meant to steal your planet’s energy source,” Shockwave explained. Noctune shook his head, but gestured with his hoof for Shockwave to continue. “I was the one to awaken first, and after observing my race’s death toll…I was certain we truly had nothing left.”

Noctune interrupted. “Why should I be concerned about that?”

“You shouldn’t,” Shockwave muttered and gripped the end of the armrest on his chair. He relaxed his hand and continued, “Anyways, back to what I was saying before I was rudely interrupted,” Noctune gave a smartass grin, “this planet is rich with raw energy, and if we could just have a portion I can be able to reboot the core of Cybertron, saving the planet and the Transformer race.”

Shockwave lowered his gaze onto Noctune’s. “Well…what do you think?” he asked.

Noctune shook his head, his eyes staring only at his hooves tapping on the chair. He brought his head up and answered, “Now, I don’t really care about your alien race, in fact you can all just rust to death on that wasteland you call a planet for all I care.”

The Decepticon brought his head back. He showed no emotion to the horrible insult.

The dark brown stallion continued, “But the point I’m making is that even if we manage to get you your wish, there is no way I can convince the princesses of ever letting you do such a thing. If you didn’t already know by now…Celestia and Luna kinda hate you guys with a burning passion.”

To his surprise, Shockwave let loose a heavy chuckle. After a moment’s rest, Shockwave eyed the pony sitting in front of him and said, “That is where you come in, my little friend.”

Noctune didn’t dare to breath. At first, he couldn’t care less for what this Decepticon was saying. Now, he didn’t want to miss a second of whatever it was Shockwave was about to say. It was incredible.

“We need…to overthrow the princesses.”

Oh...yes!

Shockwave continued, glad to see a big smile growing on Noctune’s lips. “With Princess Celestia and Princess Luna out of the way, this world will need a new leader. That is why I came to you in the first place, Noctune. I can give you the power you’ve been lusting and dreaming for your entire life…and all you and your Alliance has to do…is make a partnership with the Decepticons.”

Noctune was practically grinning at that point, but he remained silent as Shockwave continued to speak.

“You will do whatever we say, and in turn we will equip your soldiers with much more efficient battle strategies and weapons that can be used in a takeover of Celestia’s reign,” Shockwave finished and leaned forward, his right hand stretched towards Noctune. “Do we have a deal?”

Suddenly, a crushing guilt fell upon the stallion. His smile vanished, and a look of sadness and regret was seen on his face. He looked up at Shockwave, his eyes wide and his mouth slightly open.

He spoke, “Will…will the ponies of this world feel the Decepticon wrath?”

Shockwave leaned back only slightly. He lowered his head, silent for a few moments. When he brought his gaze back to Noctune’s, he slowly nodded once, much to the pony’s dismay. 

“Certain…‘sacrifices’ might have to be made, I’m afraid.” 

Noctune let loose a heavy breath. He closed his eyes, his chest heaving in and out. Shockwave gave him some time to think about it, but he would not change his offer despite the effects that would no doubt transpire.

He didn’t know what to think. On one hoof, he could finally be rid of those tyrants that were ruling the land of Equestria. He could finally bring his ideas and lifestyle to the rest of the ponies in the country. He could finally bring change!

But at what cost…?

The reason Noctune created the Alliance was to protect his race. Yes, the power was excellent, but the safety and security he brought to ponies somehow kept him sane, knowing what he was doing wasn’t just for his benefit, but it was to the benefit of ponykind. It would be a betrayal to his species, and to himself, if he went through with this deal…

Noctune looked over to the Dark Spark. His eyes glistened in its presence, a dark shadow overcoming his heart and hardening it. He smiled.

When he turned to face Shockwave, the Decepticon noticed how all the life and feelings he once saw in the pony’s eyes moments ago had all but disappeared. Nothing but an animal remained in those lifeless grey orbs that pony had. An animal that could not feel, that had no compassion, that’s what he saw.

It was very intriguing.

Noctune stuck his hoof out, his killer’s smile never wavering.

“You got yourself a deal…partner.”

Shockwave gripped his tiny hoof and shook it.






> Chapter 31-The Invitation to Preparation
> --------------------------------------------------------------------------



“So, what you’re saying is that Grimlock acted as if he never saw you before?” Princess Twilight asked the shivering Pegasus sitting in her throne. Fluttershy only responded with a weak nod, her eyes low and her voice forgotten.

Twilight, currently walking back and forth in front of the shaken Pegasus like somepony who was interrogating her, tapped her chin with one hoof, her mind still grasping the new information.

“That can’t be right,” she told herself. Fluttershy only listened and did not look up at her. “Grimlock would never lash out at anypony ever since he met Rainbow Dash,” Twilight pointed out, her eyes suddenly taking an all new shade of sadness. “Then again…Optimus would never lash out at me like he did at Sweet Apple Acres.”

The Alicorn turned to Fluttershy. She looked up at Twilight right as she began speaking.

“I guess we can both safely assume that Grimlock has suffered the same fate as Optimus. But unlike Prime, he seems to have reverted back to his primal instincts and will defend himself if he feels threatened,” she gently placed her hoof on Fluttershy’s shoulder. “I think it would be best if we both told Rainbow Dash about this…and that she can’t fly off and see him. It could be very dangerous.”

Fluttershy finally spoke at the mentioning of her best friend. “But…what about how Rainbow Dash feels about this?” she asked, causing Twilight’s eyebrow to arch upwards. “Grimlock was the Autobot she felt closest to. Don’t you think she’ll just ignore us and go after him anyway?”

Twilight shook her head. “I think she’ll understand when we say that he’s just like Optimus and won’t recognize you, but unlike Optimus he’ll actually try to kill you.”

The Pegasus shivered once more, a tiny whimper escaping her lips.

“It was…so scary,” Fluttershy whispered. “He…he just… What he did to Optimus… What he was going to do to me…” small tears flowed from her eyes. The Alicorn acted quickly and brought Fluttershy down from her throne, wrapping her up in a warm hug.

“It’s alright Fluttershy…” Twilight whispered into her ear, her hoof gently rubbing her back. “You have Optimus to thank for saving you.”

The thought of Grimlock’s red eyes staring into her own caused Fluttershy to hyperventilate. Twilight brought her in closer. She truly hadn’t been afraid of Grimlock ever since she first met him standing outside her door, staring at her with that glowing red visor. Since that accident long ago, Fluttershy always saw him as a friend, a friend she could trust even the worst of situations. 

He sacrificed his life to rescue her and her friends from the Changeling Hives, he gave up his life so the Space Bridge Portal would not destroy her home, and he has proven to be brave and compassionate even though he was the most ill-tempered out of all the Autobots.

Why did she continue to feel afraid of him?

That question would have to be answered, maybe with the help of her friends, for another time. A new thought suddenly popped into Fluttershy’s ahead. She broke away from Twilight’s hug and wiped away the tears on her cheeks.

“Where…where is Optimus?” she asked. “I haven’t seen him since we got back to Ponyville,” a guilty look was seen on the Pegasus’ face, “and…I guess I still need to thank him.”

Twilight was happy to answer that question. She smiled and said, “Optimus said he needed to rest and spent his time around Sweet Apple Acres.” She giggled at the thought. “And yesterday when I went there to see how he was doing, Apple Bloom and her friends were trying to get Optimus to help them get their cutie marks,” she smiled and shook her head. “Those girls will never learn.”

Fluttershy tried to speak, but even her little voice was drowned out by the three loud knocks resonating from the front doors of Twilight’s castle. 

The Alicorn and her yellow friend looked at each other before Twilight made the first move.

“I GOT IT!” Spike’s noticeable voice shouted from the downstairs. Twilight sat back down, chuckling at her own action. Fluttershy forced a little smile. That was it. Just a little smile.

Sooner than both of them could expect for the little-legged dragon, Spike emerged from the entrance to Twilight’s throne room. He was out of breath, but he didn’t seem to mind. A rolled up letter was hiding in his claws.

“You’ve got mail, princess!” Spike said to make himself be heard. 

The dragon made his way over to the two mares. Twilight thanked him and removed the pink rubber band holding the mail together. As she unraveled it, a stream of confetti and streamers burst outwards, frightening both Spike and Fluttershy. Twilight, however, only smiled and shook her head.

She cleared her throat and read aloud. 

“‘Dear Twilight,’” she began, “‘this is Pinkie Pie with a super important message! Since our Autobot friend never truly had a party, I will be throwing one tonight in the middle of Ponyville where everypony is invited! Technically I did throw a party for him when we found him, but that was when he was frozen and couldn’t move. That’s probably why he didn’t enjoy the cake I forcefully shoved into his bumper… Oh, well! A party’s a party! Be sure to meet with Optimus by Ponyville’s entrance in an hour, and then you can lead him to his super-secret surprise party! Sincerely yours, Pinkie Pie.”

Once she was done reading the letter, Spike scratched his head and turned towards Twilight.

“Wait… What did Pinkie do to Optimus?” he asked.

Twilight and Fluttershy didn’t choose to answer or acknowledge his question. They were both busy smiling at each other. 

“A party’s a party indeed,” Twilight said.



_______________




He always seemed to ask himself that one question.

Why?

The ponies were gone, the little ones to be exact. They were always hell-bent on finding these…cutie marks or whatever they were called. Yet to his very small knowledge of this world and its lifestyle, he did not know how to help them find the cutie marks. They bickered constantly, something he could not stand for much longer.

Optimus Prime didn’t enjoy the day he has been having.

From a morning filled with camera flashes and ponies wanting his “autograph,” to an afternoon of thoroughly traveling Ponyville, and finishing it off with late after hours of those three ponies wanting him to join in their adventures, the Prime was exhausted and spent his night in Applejack’s barn. She was grateful enough to let him rest in her property, but only to where Optimus promised that he wouldn’t destroy her barn again. Optimus promised. She laughed it off for some reason.

He spent the last few hours sitting alone in the dark barn, dust particles gently floating in front of his vision and landing on his hands and arms. Optimus didn’t care for what he looked like or if got dirty. Rarity probably would’ve had a fit over his appearance since she seemed to be so concerned over it. Honestly, Optimus felt as if he got pretty scratched up during his fight with that beast in the Everfree, and she didn’t even notice.

These ponies were strange creatures. Some were out there, past the boundaries of Ponyville who wanted him dead for reasons he clearly did not know. Others, and to his knowledge most of them, seemed to be very kind and generous to him especially. They said he was a hero, but once again…Optimus doubted it.

Again, he didn’t even know if Optimus Prime was his real name. He clearly didn’t know a thing about himself, so why did these ponies seem to know more about him when he has never met a single one of them?

Sooner or later, Optimus would have to accept the ideals these ponies were bringing on him. Maybe he was a hero, maybe he wasn’t. Whatever the answer was, Optimus would probably never find out and he would continue living to be treated like a god rather than given the answers he so desperately desired.

Perhaps meeting with those two princesses again would shed some light on his origin…

Then again, they could just leave him in the dark just like Twilight has. It wasn’t infuriating to the Prime, but it was starting to get redundant and annoying. They kept telling him the same thing: He was a hero, he was their friend, and he saved their world. Yet, he received no clear facts, nothing to tell him that they were telling the truth. So once again, Optimus had to keep asking himself that one question over and over again…

Why?

Why is he a hero when he knows nothing of his past? Why is he their friend when he clearly has never met any of them before? Why do they say he saved their world, when Optimus has no recollection of where he even came from?

It truly was hard to live the way Optimus was living, unknown of his past or his future. Whatever it held…Optimus Prime would not seem to care.	Right now…Optimus didn’t care if he was alive or dead. He just didn’t care.

Optimus closed his eyes and lowered his head onto his forearm. 

Knock! Knock! Knock!

He groaned. Turning his head towards the repaired barn doors, Optimus noticed a shadow appearing and disappearing and reappearing again from underneath the door. Whatever little light held on the other side, it showed of somepony or something standing right in front of the doors.

Optimus sighed and began to slowly crawl over to the barn doors. When he pushed them aside, he was surprised to see them fall over from his touch. 

He could only imagine the discomfort and hard work Applejack would have to go through to fix that. He’ll help, of course, since it was technically his fault for knocking them over…again. However, something caught his interest…and it was standing right in front of him.

Or should he say…she.

“Wow! That door nearly turned me into a Pinkie Pancake!” the over-energetic pink monstrosity shouted. Optimus noticed she was wearing a ridiculous outfit consisting of a pole sticking out of her head as well as two more stuck to her back. When she brought her light blue eyes up to him, Optimus could already see the smile growing and growing. It didn’t seem to stop.

“Good afternoon, Optimus Prime! Or should I say good night because the sun’s setting and it’s gonna be dark soon? No, that doesn’t sound right! Because then I’d be telling you good night like I was wishing you goodnight before you went to bed! Well, technically it’s not night yet so-!”

“Pinkie,” Optimus interrupted, silencing the pink mare, “what is it that you want?”

Pinkie Pie’s smile fell, but it was still there…barely. “I just came here to let you know that Twilight wants to meet with you in Ponyville. She wanted to talk with you about a few things.”

Optimus nodded, and then he stared at Pinkie’s outfit, his eyes fixated on the strange design choice.

“Why is it that you’re wearing that?” he asked, his voice low and intimidating.

The pink mare bit her lower lip, her eyes shaking back and forth and her body getting the quick shivers. Sweat dripped from her forehead as Pinkie gulped down whatever saliva was in her mouth. She tried desperately to come up with an answer so her surprise for Optimus won’t be spoiled. 

Yes! Perfect! She could just lie about it all! Lying wasn’t all that hard, right? I mean, if Rainbow Dash could do it, then why couldn’t Pinkie? So, the pink mare took in a deep breath, closed her eyes, stood her ground, and when she opened her eyes she made sure she was staring Optimus Prime right in the face when she said…

“Twilight’s gonna take you to a wickedly awesome surprise par-!” she slammed a hoof into her mouth. After an awkward silence, Prime brought his head back a few feet just as Pinkie removed her hoof.

“What I meant to say was that you’re gonna need to bring your party face to the surpri-!” she shoved two hooves into her mouth this time, causing her chin to fall to the dirt. Optimus stared at her. He blinked twice.

Pinkie Pie removed her hooves, sweat dripping from her head. She looked around frantically, before a new thought popped into her mind. Yes! It was the perfect distraction while she made a hasty escape!

“Look,” Pinkie pointed behind Optimus, “something awesome that’s behind you and will probably disappear when you turn to see it because it’s so awesome!"

Optimus was unamused. He didn’t turn his head around nor did he break his eye contact with Pinkie’s. With simply no other option left, Pinkie Pie used her last escape plan possible. It was long shot…but it just might work.

“Um…confetti cannon!" she screamed at the top of her lungs, the tubes sticking out from her head and back spitting out streamers and confetti of all the colors of the rainbow. Optimus stuck his hand out to stop the particles getting in his vision. When he brought his hand down, Pinkie Pie was nowhere to be found, nothing but a dust outline of her fading away into the night air.

Optimus crawled out of the barn, standing back up to full height. He turned towards the direction of the town of Ponyville. His optics softened at the scene. Peaceful, maybe? Serene, of course. Quiet…absolu-

“Remember!” Pinkie screamed, somehow appearing on Prime’s shoulder. Optimus flinched heavily and fell backwards. When he landed, Pinkie Pie came up right to the side of his face, wide eyes and death stares mixed in with the deadly frown she gave him.

“Twilight wants to meet with you in Ponyville! Remember that!” she screamed, her crazy eyes staring right into his terrified ones.

Optimus nodded up and down. “Okay,” he whispered.

Pinkie’s bright smile returned just as quickly as he said that. She bounced up and down, squealing in joy, “EEEE!!! Thank you! You won’t regret this! Now, stop distracting me! I gotta go prepare for the party!”

She sped off faster than anything Optimus had ever seen before. He watched her dust trail heading straight for Ponyville, her laughter following her the entire way. 

Optimus Prime sighed and stood back up. Once again, it was quiet on Sweet Apple Acres. Optimus checked both of his shoulders for a second. Yes, it was quiet and he was definitely alone. It wasn’t quiet for long. Crickets began to sing their wondrous tune throughout the night. Optimus turned his head towards the direction of the moon, watching as the top began to slowly rise behind the mountains. He faced away from the moon and walked straight for Ponyville.

The sun set on the last Prime, but even he didn’t know that.






> Chapter 32-Pinkie’s Party
> --------------------------------------------------------------------------



Twilight tapped her hoof impatiently in the dirt, her eyes watching the setting sun fall behind the mountains hidden past the Everfree Forest. She bit her tongue in impatience.

Come on… Pinkie’s not gonna like it if he’s late to his own-

With what little sunlight was left, Twilight spotted two horns sticking out from a far off hill. A being emerged, cascading an ever-growing shadow across the faint village. 

“Oh, thank goodness,” she breathed a sigh of relief once she knew for certain it was him. Optimus Prime took his time as he stepped closer and closer to the Alicorn waiting for him by the edge of the town. When he arrived to her position, Twilight showed her appreciation by giving him a little bow.

“It’s very nice to see you again, Optimus,” Twilight told him, her eyes opening to see his reaction. Optimus stared at her for quite a while. She couldn’t tell what she saw in those blue eyes of his. They always seemed so mysterious, yet so comforting to stare into. He simply nodded once.

“Likewise,” his deep voice resonated, making himself be heard to the princess.

Princess Twilight brought her chin up from the dirt, a large smile growing on her lips. “Well,” she began, “I assume Pinkie gave you the message without any problems?”

Optimus merely sighed, his optics scanning the rising moon. “I wouldn’t say that,” he answered, his thoughts recurring to exactly how Pinkie gave him the message. Those crazy eyes followed by more screaming. Optimus didn’t know why, but he was staring to fear Pinkie more than those ponies that tried to kill him.

Twilight cocked her head. “Really?” she asked. “What happened? Did Pinkie get lost in Sweet Apple Acres again before she could tell you about-?”

Optimus raised his hand, silencing the mare in front of him.

“No. It’s…it’s nothing,” he told her. The tone of his voice told Twilight that Optimus was weary, extremely tired. Maybe it wasn’t such a good idea to have him be up and about. Maybe she should just call off the party and let Optimus rest for the night. Then again, Twilight would have to deal with Pinkie if she made that choice…

“Is there something you wanted to discuss with me about?” Optimus asked, catching the Alicorn’s attention almost instantly.

No backing out now. Twilight gulped nervously and smiled up at him. It was probably one of the cheesiest grins she ever gave to anypony. 

“Um…can…can we go to Sugarcube Corner first? I kinda didn’t have any dinner,” she lied, her blush only deepening when she saw Optimus’ eyes narrow. “Sorry,” Twilight said. Optimus sighed heavily, waving it off with his right hand.

“There’s no trouble to it, Twilight,” Optimus groaned. He opened and closed his optics before resting them on the silent town. “Just lead the way.”

Twilight nodded slowly, her eyes falling when she noticed Optimus’ crestfallen expression. Even as they walked together, the Alicorn snuck a few peeks at the emotions he expressed, noting them for later. He was clearly upset, probably because he had to follow her to wherever Twilight wanted to go. She scratched that idea out, knowing that Optimus didn’t hate her company, though he did appear to be going through…something, and he was trying hard to hide his true feelings. 

Princess Twilight didn’t want that. She wanted Optimus to express himself. She wanted him to open up to her and tell her just what he was going through and how she could help him. It would be another perfect opportunity to get closer to him, especially since he can’t remember his past relationship with the pony.

But the longer she waited…the more she felt him drifting away.

By the time the Autobot and pony arrived to Sugarcube Corner, the sun had completely disappeared, and the full moon began to slowly rise over the bakery. The lamp posts were all very dim, giving no light to the area the two stood in. To make matters worse, the lights inside Sugarcube Corner flicked off, leaving Optimus and Twilight in the dark.

She could hear Optimus shuffling around in the dirt. “What is going on here, Twilight?” Optimus asked, receiving no response from the Alicorn. She just sat there, smiled, and listened.

The sound of several hooves clopping against the dirt caused Prime to freeze. He looked down to where Twilight was, but he could barely see her. He asked once more, “Twilight, what is the meaning of all of this?”

Twilight Sparkle looked up at him and smiled wide, a devious expression growing.

Before Optimus could even react to that, several lights appeared above him. Optimus was blinded. He covered his eyes, only to figure out that the area was no longer dark. What followed were the cheers of hundreds of ponies. They all shouted one thing…

“SURPRISE!!!”

The sound of a cannon going off caused Optimus to duck.

With his hearing slightly recovering from the shot, Optimus looked around and noticed ponies, all wearing smiles and pointed hats, had surrounded him and shouted incoherent words he couldn’t decipher. All he could hear was a loud ringing sound, though it did fade away after a short while. A new sound was heard after his hearing returned.

It sounded…different.

The sound had a beat, followed by the strumming of instrumentals. Optimus had never heard such a wonderful sound before. He turned his head over to see where it was coming from. A large stage appeared to the far right of him. Colorful lights danced across the wave of ponies underneath it, followed by the source of the incredible sound. 

A band of ponies assembled in front of the stage. With them were devices in their hooves. Those devices seemed to be the source of the musical sound. Behind the ponies on the stage, a large group of speakers sat at the back. Optimus could only imagine what purpose they served.

Before he could even react, Optimus was surrounded by over-friendly ponies at his feet. He looked over to Twilight who had kept smiling at him, even laughing at his confused expression. She was instantly lost in the sea of colorful equines rushing past her.

Optimus brought his head back up and noticed Pinkie Pie hanging right in front of him.

“Gah!” Optimus shouted in surprise. 

Pinkie only giggled. Optimus immediate noticed the reason she was floating was because of the several balloons attached to her back. She flew in closer, prompting Optimus to take a few steps back from here. Though he checked his feet and watched where he was going. He didn’t want to step on a pony.

“Do you like it?” Pinkie began, forcing Prime’s eyes to return to hers. She waved her hoof all around her, explaining with a big smile, “This is your official ‘Welcome to Equestria Party’, hosted by none other…than me!"

She twisted and turned in mid-air, though Optimus wasn’t truly paying attention to her any longer. His focus was on all the multi-colored eyes watching him, waiting for an answer to Pinkie’s question. Speaking of the pink pony, she hovered even closer to Prime’s face, her bright smile never leaving her lips.

“Twilight thought it would be a super-duper spectacular idea if we threw you your special party right here in Ponyville! And it’s even more special because we never got to throw you a party ever since you first came here!” she screamed at him, somehow frightening Optimus rather than exciting him

“We got punch,” she pointed to a snack table with a large punch bowl in the middle, a certain mulberry-colored mare currently drowning herself in the drink while ponies just cheered her on, “a DJ station,” her hoof shifted back to the stage, where a cross-eyed pony got a little too close to the electrical wiring, instantly shocking her, “and everypony in Ponyville!!!"

The crowd cheered so loud that Prime covered his head.

When he brought his head back up, Pinkie looked at him with eyes full of curiosity. Her smile was still there, and it still caused him to shutter. 

Optimus quickly noticed Applejack, Rarity, Rainbow Dash, Fluttershy, and Twilight appearing through the crowd. They all stood in front of him, the lights on their bright, smiling faces. Pinkie hovered right over them. They all seemed to be waiting for him to do something, maybe get a reaction out of him.

Suddenly, it became very quiet, and everypony followed the six in front of him. The music stopped, only small chatter could be heard in the waves of colorful equines surrounding the last Prime. Optimus scanned the crowd, eventually bringing his eyes to the six in front.

“What do you think?” Pinkie asked.

At first, Optimus didn’t answer, and just stood there, confused, at a loss for words, and a brand new feeling that had suddenly occurred to him. It seems he shouldn’t have stayed silent for too long, because before Prime knew it…it got loud again. Very loud.

Ponies all around his feet began to shout things at him. Optimus caught a few saying, “Can I have your autograph?” or such things as, “Is this party awesome, or what?” Whatever else they said was completely drowned out as ponies of all shapes and sizes swarmed his legs. Pinkie grabbed a massive megaphone, screaming at the ponies to get away from Optimus and be quiet so he can answer her question. If anything…she made it a lot louder.

Once the Pegasi began to fly around his head and land on his shoulder that was the breaking point. Optimus closed his optics, clenched his fists, and stood his ground. He wouldn’t stand for this any longer.

"Enough!"

It was the first time he ever raised his voice at them. The ponies around his feet backed away slowly, many of the younger colts and fillies quivering in fear. The Pegasi dropped right to the ground to only increase the crowd’s population. Prime’s clenched fist and angry eyes brought the one thing these equines thought they would never feel in the presence of an Autobot, let alone their leader…

Fear.

Optimus Prime quickly noted the reaction he got. These ponies, the same ponies who have been so kind as to give him a safe haven, now looked at him like he was a monster. Optimus looked down at Twilight and her friends. Their expressions were just as surprised, though not as terrified, as the others around them. Fluttershy’s was the worst. She looked genuinely afraid of him, her body matching up with the size of a small dog. 

He let himself take a few moments to relax. His shoulders began to sag, and his fists relaxed back to open palms. When he closed his eyes, he saw nothing but darkness, and he could hear nothing. When he opened his eyes, he saw nothing but shocked ponies, and he could hear nothing.

So much hard work, so much compassion, so much…love. These equines threw this celebration for him out of the kindness of their hearts, and now Optimus felt terrible. However, they remained silent for a reason, and Twilight’s intrigued expression told him to continue with what was on his mind. 

He did have something on his mind, something that tortured him to no end.

The spotlights from the stage landed on Optimus.

He closed his eyes, took in a deep breath, opened his eyes, and began.

“What did I do…to deserve all of this?” he started, catching several ponies by surprise, even receiving a few gasps from the crowd. “Why do you all care for me and my well-being so much when I have done nothing in return for any of you?” He gestured to the entire crowd.

It remained silent for several tense seconds. Rarity looked over to the rest of her friends, who all seemed to be doing the same thing she was. The unicorn realized they wouldn’t budge. So, she took a step forward, looked right up at Optimus as he looked back at her, and said to him, “Darling…is that merely all that’s troubling you? We’re doing this because it’s what you deserve. You’re a hero and an inspiration to us all, and this,” she gestured her hoof all around, “all of this…is simply a big thank you for your service.”

Optimus shook his head, not believing a word she just said. “What service?” he demanded to know, surprising the unicorn. 

Rarity bit her lip, turning to Twilight for help. The Alicorn nervously kicked at the dirt. She could feel Optimus’ eyes burning into her skull, but even then should she still tell him? Celestia warned of the side effects and how he might react…but this was important. Optimus needed to know.

When none other than Twilight stepped forward, Optimus dared not to remove his stare. She looked up at him, her eyes surprisingly strong against his.

She said, “Princess Celestia told me not to inform you of the truth because she thought it might be too dangerous and overwhel-”

“How could the truth ever be dangerous?” Prime interrupted. Twilight raised her hoof at him, continuing with what she was saying.

“But…you’re right,” Optimus reeled his head back a few inches. “You deserve to know everything,” Twilight said.

The crowd was silent, all ears listening in as she began.

“A year ago, there was a terrible tragedy, a tragedy that has made a mark on Equestrian history that could never be removed. The Decepticons, led by Megatron, your nemesis, sent an invasion force so massive that our armies couldn’t hope to stand up against it. We had all but lost hope…but then you and your heroic Autobots stood by our side to the bitter end to fight off the Decepticon threat and protect our race. You would do it for no reward, for no recommendation, but only because it was the right thing to do. If anypony was to take a stand…it was you, Optimus.”

The towering giant made no remark.

Twilight continued, “You took the highest stand of all, going up against odds that were far from being in your favor. In the end, you and your Autobots won,” she sighed heavily, tears threatening to form in her eyes. “Then…that’s when it all happened. The Space Bridge created a portal that would destroy the world we stand on unless you,” she pointed her hoof at him, “your Autobots, and the Decepticons gave up yourselves to it. Optimus…you sacrificed your life to save this world. There is no greater act of kindness, generosity, or bravery I have ever witnessed. That’s why we’re doing this for you, that’s why we see you as a hero, that’s why…we’re your friends.”

When he was certain she was done talking, Optimus took a few seconds to contemplate what he just heard. He stared at the sea of ponies around him, his eyes betraying the emotions he felt inside. Optimus brought his head down and stared at Twilight.

He wanted to believe her words…he really did. It was so hard, harder than anything he had ever done so far. The truth in what she said, the emotion she showed when saying it. It was all too real. She was clearly telling the truth, that much Optimus knew, but right now…he just didn’t know what to believe in.

“Twilight,” Optimus finally said after nearly a minute of silence, “if what you say is true, then I have every right to believe you.” The Alicorn smiled, a breath of relief coming from each of her friends.

“But I don’t know if I can…just yet.”

A horrified expression etched itself on Twilight’s face. She opened her mouth to speak, but only mumbling words and incoherent sentences came out.

“What?! But…bu-but I…I’m telling the truth…I-I-I swear!”

Optimus only stared at her, his eyes no longer angry but filled with sorrow. 

“Even if you are telling the truth, I don’t see how I can accept it,” Optimus said, silencing the mare. He placed a mighty hand on his chest and said, “The reason I can’t accept this truth you’ve given me…is because I don’t remember who I am…what I’m meant to do…or why I exist. Whatever sacrifices I performed, I certainly don’t remember them.”

He got down to one knee and lifted Twilight’s chin up with his pointing finger. Prime noticed small tears falling from her eyes. 

“Your words are just, and I hope I can embrace them one day. But for now…I cannot,” Optimus told her. Twilight closed her eyes, more tears flowing from them as she sniffled hard. “I’m sorry, Twilight, but please…if you can…tell me something that I need to know. To make me…remember.”

“I’ll tell you something that you need to know.”

Twilight opened her teary eyes and looked up. Prime followed her actions and noticed Pinkie Pie hovering right in front of his face. She was no longer smiling, and her eyes appeared to be as sad as Twilight’s, yet they held certain strength to them. That was something Optimus did not expect out of the pink mare. She wasn’t crazy, she wasn’t hyper, she wasn’t happy. Pinkie just looked…sad.

And he never expected her to say it…

“We’re your friends. You don’t remember, but I’ll tell you anyway…it might just jog your memory. From the very beginning, the day we all met you in the Everfree Forest, I never expected to meet alien life. But even with the differences we all had, I knew there was something that each of you had that made you special. You were kind, gentle creatures who only wanted to find a place to be. You just wanted to be accepted…have friends to guide you on your way. That’s what we were there for.”

Pinkie pointed her hoof at the five mares below her.

“That’s what friends are for! To be there for others when they need them the most. I tried to make friends with all of you back then because I knew you all looked afraid, unknown of our world and what others would think of you. I don’t care how you looked, what your history was, what you’ve done to survive…all I cared about was trying to make you feel welcome on our planet…and try to be your friend. That’s all we’ve done, all we’ve been trying to do since the day you arrived.

“This party I threw for you is a sign of thanks and welcoming to Equestria. You may not remember the deeds you’ve done…but we do, and we all want to say thank you for everything. Even if you don’t want the party, even if you don’t want our friendship…all I want you to know…is that you are accepted into our home…and we will forever be your friends.”

Pinkie Pie finished it off with the friendliest smile she could ever give. It was not fake. She meant it. She meant every word.

Optimus Prime would not move. He stayed where he was, on one knee, his head staring up at Pinkie Pie. For seconds nopony could count, the Autobot and the pony watched each other, Prime summing up her words and Pinkie waiting for a response. It was so silent that even the crickets dared not to make a noise. 

It had been a full minute of silence before Optimus finally stood up. He looked around, noticing the curious eyes of the ponies that have accepted him into their home. Now he understood. Optimus didn’t know how…but Pinkie Pie actually made sense. She was right.

Optimus Prime nodded to her.

“Pinkie Pie…I’m sorry,” he told her, receiving multiple gasps from the crowd. “A true friend would be there when we need them the most. You ponies have sheltered me out of the goodness of your hearts…and who am I to argue with that? I may not get the answers I need just yet…but at least I can enjoy the company…of good friends.”

Pinkie gasped, placing her hooves over her mouth. The five friends below her all smiled.

The pink mare whispered, “So…you’re saying that…we’re your friends?”

Optimus nodded.

“And…the party…?”

Prime looked over the crowd. The sea of ponies all waited for what he had to say. The tension was high. Luckily, he nodded and announced loudly, “The celebration shall continue.”

The cheers were even louder than before. Pinkie squealed in delight and flew over to hug the side of Optimus’ face. To his surprise…Optimus enjoyed it. He watched her, chuckling to himself as she floated over to the large stereo systems on the stage. She crashed, of course, and popped up just as happy as ever. The crowd cheered louder.

“Let’s get this party started!” Pinkie screamed into the microphone she picked off the stage. She twirled around towards the stereos, pointed at it with her hoof and shouted, “DJ, hit it!”

A pure white unicorn with a wild blue and cyan colored mane emerged from behind the DJ station. She placed a pair of dark purple shades over her eyes, a big smile growing on her face. The unicorn levitated a record onto the stand in front of her.

Vinyl Scratch pointed to the Autobot and shouted, “This one goes out to Optimus! We love ya, Prime!”
	
		
	

> Chapter 33-Twilight's Time
> --------------------------------------------------------------------------


Princess Twilight had no idea how long the party lasted. The next thing she knew, the left side of her face was planted against the dirt, streamers and deflated balloons lying across her vision. It wasn’t morning yet. Twilight could still see the moon lowering ever so slowly to the earth.

She sat up, noticing a mighty headache brewing inside. While rubbing her forehead, Twilight looked around and saw ponies leaving the party zone. Most were asleep, lying together in large bundles, while others were trudging back to their homes for just a bit of rest.

“Well, there’s the princess of Ponyville!”

Twilight spun her head around and noticed all of her friends slowly approaching her from behind. They all looked exhausted, but happy nonetheless. Rarity’s mane was in shambles, but she didn’t seem to care. Spike was quietly snoring on Rarity’s back. Oh, if only he was awake. Fluttershy and Rainbow Dash both shared a couple of yawns together, leaving Applejack and Pinkie Pie to approach the worn-out princess.

“Where have you been, Twilight?” the pink mare asked, blowing a party horn that reached forward and tickled the Alicorn’s nose. “We’ve been looking for you for…” Pinkie then began to count silently on her hooves for nearly ten seconds, “…like seven minutes!”

The princess chuckled, adjusting her hind legs so she was resting in a sitting position. 

“Sorry. I must’ve dozed off a little while ago,” Twilight said. She looked around at the devastation Pinkie’s party had created in Ponyville. It would take at least a few days to clean all the trash up, not to mention packing away the stage and DJ system. But her eyes weren’t focused on that. They continued searching, a hint of worry in each eye.

Applejack leaned in. “There somethin’ ya lookin’ for, sugarcube?” 

The Alicorn bit her lip, turning her head so she was staring at all of her friends. She began, “Well…do any of you know where Optimus went?”

Pinkie and Applejack both shared looks of confusion towards each other. Rainbow Dash shrugged, yawning loudly. Rarity shook her head. Spike sucked his claw. 

“I know where he went,” Fluttershy’s tiny voice managed to expel enough noise for each of her friends to hear. 

Twilight moved her head back a few inches, her eyes wide with surprise.

“Fluttershy…you?” she asked, receiving a little nod from the light yellow Pegasus. “But…how?”

Fluttershy looked up, managing to say, “Um…well…he came up to me by the snacks when the party quieted down. He said he was going to…um…he said he was going to go somewhere a little quieter. I think he went over to the pond in Ponyville Park,” she stopped when she noticed all the eyes on her. “But I’m not so sure!” she yelped, scrunching up into a ball.

She screamed when Pinkie Pie appeared over, glaring down at her with eyes far too big for her skull to contain.

“Why didn’t you tell us before?!” Pinkie roared, waking up several ponies around them.

“You never asked,” Fluttershy whimpered, her voice no longer heard.

It was at that point that Twilight got out of the dirt, multiple pieces of confetti trapped in her tail. From pure memory, Twilight located the area that led out of the town and into the park. She smiled in victory, noticing massive footprints in the dirt following the same path she was looking at.

Rainbow Dash yawned for the umpteenth time, flapping her wings so she was hovering above her friends. “I’m gonna call it quits tonight, guys. I’ll see you all tomorrow morning. Oh, and Pinkie…” she flew over to her pink friend, sticking out her hoof for Pinkie to hit it. “Epic. Party.”

Pinkie bumped Rainbow’s hoof with her own, giggling, “Thanks, Dashie!”

With that said, Rainbow Dash took to the dark skies, a hardly visible rainbow trail following her. Applejack yawned as well, turning towards the rest of the group.

“Ah think Ah’m gonna hit the hay too,” she looked over to see Fluttershy slowly getting back up to her hooves. “Care ta join me, ‘Shy?”

The Pegasus almost fell flat on her face. She looked at Applejack, smiled and nodded. “Okay…I’m getting pretty tired anyway.”

As the two mares left together, Rarity approached Twilight and said, “Normally I wouldn’t attend such ruthless celebrations,” she waved her hoof through her wild mane, “but I must agree that that party was quite enjoyable.”

Twilight nodded, and opened her mouth to speak. However, Rarity beat her to the punch.

“You don’t mind if I take little Spikey-Wikey to the castle to tuck him in, do you?” she asked, her eyes gleaming with hope. It was quite generous of her to take Spike home, though she really just wanted to visit Twilight’s beautiful castle by herself.

The Alicorn giggled. “Of course you can, Rarity. Thank you.”

Rarity squealed in delight, catching Twilight by surprise as she hopped away with Spike bouncing up and down on her back. If she wasn’t careful, he might fall off. He did. Rarity spent the next few minutes picking up the dragon every time he fell from her back. That just left Pinkie Pie. Twilight slowly turned her head to stare into Pinkie’s blue eyes.

She didn’t even look tired.

“So…uh…I’m gonna go find Optimus now…” Twilight awkwardly said, standing up to her four hooves. “Awesome party as always, Pinkie, and uh…I’ll see you in the morning for breakfast at Sugarcube Corner, right?”

Pinkie smiled wide. “Righty, righty, right!” she cheered.

Twilight chuckled. She turned around, but before she could walk off she looked back and said, “Goodnight, Pinkie.” 

The pink party animal waved at the disappearing Alicorn. Twilight followed the massive tracks only belonging to the Autobot leader until she was out of sight behind all the buildings. 

Standing alone in the center of destruction, Pinkie took a look at her surroundings. Ponies from the late night party were wrapped up in sleeping bags or loved ones and rested silently. Not even crickets were chirping on that peaceful night. It was so quiet, so serene, something Pinkie could not have.

She took in a deep breath and screamed, “Who’s ready for the AFTER PARTY?!”

A lone red cup was thrown from the darkness and hit Pinkie in the back of the head.



_______________



It really wasn’t that hard to find him.

Optimus Prime stuck out in the darkness of Ponyville Park, his glowing red lights illuminating the area around him in his welcoming embrace. For a moment, Twilight did nothing but stare at him, her thoughts contemplating whether to strike up a conversation with the Prime or leave him be.

In the end, her curiosity got the better of her once again, and Twilight crossed the bridge to enter the park.

She got as close as to where she was directly behind him. The last of the Primes stood at the edge of a large pond, his reflection dancing across the rippling waves. Twilight walked over to his right side, noticing his eyes were completely focused on the falling moon and not on the pony to his side.

Twilight politely cleared her throat.

His attention now shattered, Optimus Prime turned his head back to see the same purple pony he could now call…a friend. Twilight Sparkle looked as nervous as ever, her eyes only meeting his for a few moments before they fell to the ground.

“…Uh…do you mind if I join you?” Twilight managed to ask him, though her eyes still appeared more nervous than her appearance.

Optimus closed his eyes, shaking his head. “Not at all,” his deep voice rang in Twilight’s ears.

The Alicorn smiled gratefully, her shaky eyes finally adjusting to Prime’s powerful glance. She walked over and sat next to Optimus’ right side, silence filling the late night air between the two. Optimus did not mind the silence, if anything he found it calming and even…enjoyable. Twilight on the other hoof didn’t quite need the silence at the moment. She really did want to strike up a conversation with Optimus as to why he walked away from his own party. 

Then again, Twilight didn’t want to sound rude and just blatantly ask him why. She wanted Optimus to open up to her, to tell him his feelings and how he truly felt about this large experience for him. So that just left one question: Where to begin?

“Did you like the party?” 

The question came out of Twilight’s mouth despite her control. She looked up at Optimus, noticing his arms crossed over his chest and his gaze locked with Luna’s moon. 

Optimus only shrugged, answering by saying, “It was enjoyable.”

“Oh…” Twilight muttered, her ears falling flat against her skull. Optimus remained silent after that. Well, so much for striking up a deep and memorable conversation with him. Instead, the princess stared at her reflection in the pond. 

The moon shined its grace across the surface, while several winking diamonds made their presence known as the stars in the black sky. Twilight watched the ripples of the pond from tiny tadpoles dancing underneath, eventually bringing her eyes to adjust to her own reflection. There she saw a pony that has been through all that the world could possibly throw at her. Surviving Cybertron, facing Megatron, and going one on one against Lord Tirek. Many ponies thought of her as a hero.

Maybe she was a hero. Or maybe she was just another princess.

That’s what Twilight saw in her reflection. Not a regular pony, not the unicorn that had arrived in Ponyville with her baby dragon by her side, and not a hero. All she saw was a princess…that was never meant to be.

Twilight stretched out her healing wing and prodded it with a hoof. She turned her head back to the reflection of herself. With her wings by her side, the weight of responsibility hung on her shoulders, forcing them to sag. Twilight lowered her head and closed her eyes, her face showing a terribly sad expression. A lone teardrop fell from her left eye and hit the pond, creating little ripples.

Optimus noticed the tear fall from her eye, though he wasn’t seen catching a glance. The Prime didn’t know why these ponies shed liquid from their eyes, but whenever they did it would usually mean they were scared or saddened. Twilight, being the brave pony she was, probably wasn’t scared.

“Is there something the matter, Twilight?”

The Alicorn looked up from Prime actually addressing her by her name. She found herself locked in Prime’s gaze, his blue eyes going past her own and even finding a way into her heart. It was very soothing, knowing that all the attributes that Optimus lost with his memory, his calming gaze was not one of them.

She gently waved her hoof over the pond’s tip, creating a little stream. “Oh…it’s nothing really,” she told him, eventually releasing a heavy sigh that caught Prime’s attention. “I just…I can’t shake the feeling of what I’m supposed to do now that I’m the Princess of Friendship. I don’t really expect you to know anything about this…touchy subject, but I’m still having trouble grasping it all.”

“Well,” Optimus said, “let me hear it.”

Leaving Twilight stupefied for a short moment, the Alicorn quickly focused back, biting her lower lip. She stared up at the moon, her violet eyes gleaming in the light. Just staring at the moon reminded her of Princess Luna. A princess. Being seemingly lost in the moon’s lovely light, remembering Luna reminded her of what she was going to say.

“Okay, so I’m supposed to be a princess now like Celestia and Luna,” Twilight began, “but…what does that even mean? I now know that I’m the Princess of Friendship, which in turn means I need to spread the magic of friendship throughout Equestria, even the rest of the world.”

Twilight stopped there.

“What’s so wrong about that?” Optimus asked when Twilight’s continued silence prompted him to speak in order to keep the conversation alive.

Twilight only chuckled, letting her hoof rest in the cool pond water. “Nothing if you don’t think too hard about it,” she said, her eyes shifting to great sorrow once more. “But when you do, you’d realize like I have that while some of the world will accept your friendship…others will reject it. That’s why I’m so afraid… What if I manage to bring Equestria into another war because of some stupid decision I make that’ll no doubt anger some tyrant or something?”

She rested her head on her hooves, her chin barely over the water’s edge.

“I’m just afraid of the future…” Twilight whispered, more tears boiling in her eyes.

Noticing her unending silence, Optimus lowered his head from facing the moon to facing the pony lying to his right. Her words have once again managed to give him something. He didn’t know what it was…but it felt right.

“Then we’re not so different,” Optimus told her, his deep voice barely rising over a whisper.

Twilight looked up at him, her eyes gleaming with curiosity and wonder.

Optimus continued, his head turning to face the moon again. “The night I first met you…I didn’t think of it that much then, but now that I do…I realize what a strong and powerful pony you are, Twilight Sparkle. You have the potential to be a great leader of this free world, and you have showed compassion towards me even though I am not of this world. That is why I am proud to call you my friend.”

Twilight blushed lightly at the kind words.

He went on by saying, “But I face the same challenge you are struggling with now, and at first…I thought I would be alone.” His blue eyes looked over to Twilight as he said, “I may not look it…but I fear of what the future holds for me as well. Unfortunately for me, I don’t know what my destiny is meant to lead me to. But for you…you seem to have a plan for yourself.

“You fear for making mistakes along your life, as well as fearing for the lives you might endanger from your decisions. Your friends,” Twilight shivered at the thought, “your family, and the ponies of this great country you now protect. What I fear is the void I see in my future. There is nothing I can clearly see, nothing I can grasp, nothing I can know that can help me remember who I am or what I am meant to do.”

Optimus lowered his head, his blue eyes half open and staring into his reflection. Twilight watched him the entire time, her eyes wrenching with pure sorrow.

“At least you know what to do with your life, Twilight. I don’t have that kind of choice with the position I’m in now, and I won’t have that choice until I truly know who I am…and what my destiny is.”

As he closed his eyes, Twilight felt a newfound guilt building in her heart and soul. All Optimus wanted was answers, but from the scene at Pinkie’s party…she didn’t know if Optimus would believe the truth in her words or not. 

That’s another thing she feared. If Celestia and Luna couldn’t find a cure to Prime’s ailment, then what would they do? Tell him the truth the old fashioned way? Even if they did, he might not believe a word they say and continue to live a life in darkness. Twilight could never have that.

She just needed to keep believing.

And maybe he could too.

Twilight stood up and walked over to where Optimus was standing. She gently placed her hoof on his foot, causing the Prime to open his eyes once more and rest them on the pony. She smiled up at him, a genuine smile of something Optimus had not seen yet.

Hope.

“I know that your life seems empty now, Optimus,” Twilight began, causing Prime’s shoulders to sag, “but just keep your faith. Maybe not in me, my friends, or the princesses…but you can find hope in knowing that your life is not pointless. You are meant for great things, Optimus Prime…that I can promise you.”

Twilight stopped talking and simply stood there by Prime’s silent side, listening to the gentle splashes of frogs hopping into the pond or the returning noise of nighttime crickets. Optimus did not speak. If anything…he was stunned into silence from Twilight’s powerful words.

She didn’t mind the quiet.

But she did mind the weariness creeping into her eyelids, slowly shutting them. Twilight yawned, her eyes scanning the moon. It was lowering quickly. Day would soon arrive and she hadn’t gotten a minute of sleep.

“I think I’m gonna go home now…you know…get some rest,” Twilight said, her voice low and cracking. Optimus said nothing.

Twilight Sparkle turned around, the sound of her hooves growing distant with each step she took back towards the town. Her hooves stopped, and Optimus could hear her say one more thing…

“Goodnight, Optimus. I’ll see you in the morning.”

Her calming voice was gone, as well as the sound of her hooves hitting the dirt. Optimus could stand there for several more hours, his silence being his only companion. His eyes slowly shut, his head falling a few degrees and his body relaxing. Twilight’s words replayed in his shattered husk of a mind.

You are meant for great things, Optimus Prime…that I can promise you.

I can promise you.

Optimus spun his head around slowly. He didn’t see her anywhere, but that didn’t matter. All that mattered to Optimus was that she was there, in Ponyville, and would be there for him. Through great storms, through terrible battles, to breaking ends…Twilight would be there for him.

“Goodnight…my friend.”





	
> Chapter 34-Hearts of Steel
> --------------------------------------------------------------------------



The Crystal Guard stared at his icy breath in the cold night air. He breathed in deeply, letting loose a slow escape for his breath. He continued to do this for several minutes until he began to feel woozy. He would stop and rest a few moments, then continue after his break.

That was his entertainment. That was all he had from falling to insanity.

His job was true, his job was pure. He would protect Princess Cadance and Prince Shining Armor with his life. He just wished he got a promotion. Instead, the poor guard, along with seven others, was stationed at the bottom of the Crystal Castle, protecting the Crystal Heart.

Now the job wouldn’t be so bad…if it wasn’t freezing.

The guard didn’t need to be reminded that the Crystal Empire was located in the heart of the Frozen North. He just wished that the Crystal Heart’s powers used to protect the empire from the ravaging forces of nature and villains beyond imagination could also bring some warmth to the nights.

But again…that was just a wish.

He faced the road leading out of the empire and to the train station, his eyes moving from house to house. The guard breathed out again, watching his breath fade away into the ripping cold. He gripped his spear hard as a cold wind sent a shiver past his face, somehow crawling down his armor and sending coolness throughout his freezing body.

The guards behind him were caught up in small conversations of their own. He didn’t bother to hear what they were saying, nor did he care. His only focus was protecting the castle and the heart from whoever might be out there, watching their every move with vicious eyes.

He felt a tap on his shoulder. The guard spun around, gasping in surprise. His eyes calmed down, as did his nerves when he saw the friendly face of his fellow crystal companion in arms.

“Slow night, huh buddy?” his friend asked, stepping forward to be by his side.

The guard chuckled, his grip on the spear weakening. “You don’t know the half of it, Spark,” he whispered, his lips practically frozen.

His friend, whose name was obviously Spark, breathed out of his nose, a small smile on his face.

“I think I might know, actually,” Spark said, “considering I’ve been standing out here in the cold…in the dead of night…with no warm anything just like you for the same amount of time. So…yeah…I might know half of it…maybe all of it.”

The guard bumped Spark’s shoulder playfully, earning a few chuckles from the said stallion.

“Shut up,” the guard said.

Spark gave a good laugh before falling into silence. Instead, he stood by his friend’s side, staring off into the dark streets of their safe empire. A sudden thought occurred to Spark, bringing his attention to the shivering stallion.

“So…Mist…how’s that mare of yours treatin’ ya?” Spark asked, receiving a small blush from the guard, now known as Mist.

It had only been a few dates, Mist imagined, but all of his friends and members of the guard kept on razzing him on not sealing the deal with her. No, Mist wanted to take it slow. She was something different than the mares he’s dated in the past (he hasn’t actually dated before until now, but none of his friends knew that), she was somepony he dreamed he would spend the rest of his life with. Just staring into those shimmering diamonds she called her eyes made him lost, his only hope of escaping her beautiful gaze is her eventually shaking him to gain his attention. That led to some pretty awkward moments in their past dates.

But for now Mist only wanted to take it slow. Sure, he’s gotten a few nuzzles and a kiss here and there, but nothing too…vivid. He didn’t want to pressure her into doing things she didn’t want to do, which was perfectly fine with Mist, considering he’s never really done that before. But if he would, he would wait until they were married, then they could share their love to one another, becoming one true couple.

Mist shook his head, raising his cracked voice so Spark could hear him. “She’s treating me just fine, Spark,” he noticed a sly grin growing on his comrade’s face. “And no, we haven’t done anything!"

“Pfft, you’re weak, dude,” Spark muttered.

“Oh, really?” Mist asked with his eyes now turned to face Spark, completely ignoring the road ahead. Unfortunately doing so allowed four silhouettes to advance upwards towards their position. “And what exactly happened between you and that mare you said was ‘absolutely the one?’”

Spark waved his hoof in front of him, his eyes closed. “The same thing that happened to the other five mares I’ve dated before: I took them to a nice restaurant, ordered them too much hard cider than they wanted, brought them to my place, and then I-”

Sadly, Spark could not finish his story of how he tamed several mares with his gentlecolt-like behavior, because a purple light soared from above and hit the stallion right between the eyes, the back of his head exploding with bright red liquid splashing against the crystal ground.

Mist’s first reaction was jumping to the side, gasping in a large breath of air. His next reaction was releasing the air in a scream of anguish as the body of his dead friend fell to the ground, his eyes open and his face paralyzed in a look of pure shock. Mist’s scream caught the attention of his fellow guards, but even they weren’t prepared for what followed.

The stallion crying for his dead friend was pushed to the bloody ground when something large and quick pounced over him. His head hit the crystal floor beneath the castle pretty hard, his vision now blurry and his hearing slightly off.

He watched his spear fall right in front of his eyes. The sound of the sharpened metal against the crystal came later, as well as the screams of pain. Two more dark figures ran past his vision, as well as a flyer too fast to describe.

Mist’s head was still groggy from impacting the crystal, but his hearing had recovered rather quickly, and he could clearly understand what his fellow guards were saying.

“What are those things?!”

“Get back! They’re coming right for us!”

“No! We have to protect the Cry-GACRACCCKKK!”

The blood in his throat never allowed the guard to finish the order.

More loud bangs, followed by the pains of pure, unfathomable agony coming from the soldiers he trained with since day one. Mist knew he had to get up and fight back, but the pain in his head and the dullness in his vision caused him to falter. He pushed himself up anyways.

When he finally placed two hooves in front of his face, the sounds of pain stopped, and a heavy body fell to the crystal ground, several bodies.

Mist’s breath was ragged, terrified. They come out in little puffs of white cloud. He looked up and saw the dead bodies of all the guards who were sworn to protect the Crystal Heart with their lives. The ground was no longer glowing with the light of the love and hope of the ponies in this empire, it shined dark…red. The shivers in Mist’s body were no longer from the cold.

No less than fifteen seconds ago they were under attack, and all his friends and allies were alive. Since that very short period of time, the air was filled with the scent of rotting corpses and blood. Mist was the only one alive out of all his comrades…but he feared he wouldn’t be for long.

Hidden in the shadows, two glowing yellow eyes appeared and stared down the shivering stallion. Mist stared back, though he felt like he was obligated to. It emerged out of the shadows, only intensifying the guard’s fear.

The creature was light purple in color, and resembled the body type of a Timberwolf, only its body didn’t appear to be made of wood. Its body was slicker, darker, and clanked against the crystal ground every time it took a step. The beast growled as it circled the stallion, growing ever so closer to the pony with every step. The last Crystal Guard swallowed hard when his terrified eyes spotted the glistening fangs of the predator. That’s when he realized it.

He was being hunted. 

Mist looked over to his spear lying a few feet to his left. Still feeling a bit dazed, Mist ignored the headache he felt and lunged for his weapon, his only chance of fighting off this beast.

And then it struck.

It was faster than anything he had ever dealt with before. The beast pinned Mist against one of the legs of the Crystal Castle, lunging forward with its forward jaws and clamping down on the pony’s throat. 

The guard screamed, but his mouth quickly filled with blood that poured profusely onto his chest and legs, even the top of the creature’s head. Low gurgling noises was the only sound he made, his hooves slowly falling to his sides as the beast continued to rip apart his throat. His eyelids began to fall, darkness soon to become his last sight.

“Back off, Ravage!”

The hunter, now known to the dying guard as Ravage, let loose his torn throat from its jaws and backed away a few feet. Mist looked over to Ravage and noticed his own blood dripping from the beast’s fangs. It growled at him, but turned its head to the right when a larger figure stepped forward.

Mist managed to grasp onto life for a few moments more to see the newcomer approach him slowly. It stood about six feet tall and on two legs, with the same glowing yellow eyes that Ravage had, but they didn’t hold the true “hunter” look that Ravage did. But this creature was unique to the pony, because instead of hooves or claws, it had large mallets for its hands.

This new creature stared down at the bleeding pony with a look of what appeared to be disgust on his face. Mist couldn’t tell, from the darkness of Luna’s black night and his vision slowly fading in and out. The creature shook its head and raised one of its big fists over its tiny head.

“Nothin’ but a dying breed,” it said, smashing its mallet into Mist’s face. The force of the hit crushed the pony’s skull inwards, killing him instantly.










Rumble brought his mallet back from the pony’s ruined face. What remained of the Crystal Guard leaned to the left, blood pouring from its shattered face with every puncture wound its broken skull had created.

“Disgusting,” Rumble commented, gently stepping over the bodies and pools of blood he and his team had left in their path. “Why can’t you guys ever just listen to me for once and take prisoners instead of just killing ‘em all?” he asked.

Frenzy pushed a pony with a red hole in his head into the shadows. He looked back at Rumble and chuckled, “Because your plans are stupid, Rumble! Besides, Ravage has been itchin’ to chew on some pony flesh ever since we got back on this rock!”

Ravage responded with a low growl, his claws scraping the crystal floor.

The blue one named Rumble stuck up his mallet over his mouth and whispered sharply, “Whatever, just be quiet! The last thing we need is any witnesses to this.”

“Then let’s get the job done and get outta here!” Frenzy whispered back, his tone equally sharp. The red one looked up at the metal bird hovering above the group. He said, “Laserbeak, quit sqawkin’ around and grab that glowy thing!”

Laserbeak let loose his common shriek before swopping downwards and capturing the Crystal Heart with his talons. He took off into the night sky, Ravage following right behind him. Frenzy was about to make his escape as well, only to turn back to see Rumble pushing more dead guards into the darkness the castle provided by the large legs.

“What are you doing?” Frenzy whispered, catching Rumble’s attention.

Rumble pointed to the dead bodies remaining around where the Crystal Heart once was. “What does it look like I’m doing? I’m clearing the area! You know, not leave any evidence for them to find?!” he whispered back.

“They’re gonna find it all anyways when the sun rises,” Frenzy retorted. “Now let’s get going before we get caught!”

Rumble looked back at their hideous crime, nodding once to Frenzy, but mostly himself. He turned around and ran by Frenzy’s side. They were already far behind Laserbeak and his ravaged companion, but they didn’t care. They would escape without anypony knowing who could have caused those murders.

As their tiny forms entered the blizzard, Rumble didn’t even turn around to notice the protective dome surrounding the empire fall apart, its brilliant neon lights returning to the castle.

Little did the Mini-cons know that there was a witness to their terrible acts, and he couldn’t get back inside the Crystal Castle any faster.



_______________



“Shining?”

“......”

“Shining, are you awake, dear?”

“…………”

“Shining…?”

“ZZZZZZZ!!!”

Princess Cadance reached back and grabbed one of the many pillows, slamming it against her husband’s muzzle. Prince Shining Armor shot up instantly, his head darting back and forth as the pillow fell into his lap.

“Shining,” Princess Cadance whispered to her husband. Shining Armor turned towards his wife, mentally chuckling at her bedhead. In reality, his eyes bore no emotion and his posture resembled a pony about to collapse from exhaustion.

It didn’t help when Cadance said, “I think I heard somepony running around in the halls downstairs.”

Shining laid his head back down on his pillow. “Let the late night guards take care of it,” he mumbled, his mind gently drifting off into slumber.

Her hooves pressed into his back annoyingly. 

“I’m serious! Please, can you go check it out?” she persisted, presenting Shining her best begging eyes. He didn’t even turn to face her, his chest slowly rising and falling. Cadance breathed out, an unamused expression on her face.

She pressed her hooves onto his back forcefully, trying her best to push him out of bed. “I’m…serious…Shining… Go…check…it out!” she managed to push the stallion out of his resting position, his body falling off the bed with a heavy thud.

“Ouch!”

“Oh my gosh! Shining, are you okay? I didn’t mean to actually-!”

Shining Armor presented himself to the princess. His eyes stared her down with a heavy look and a deadly frown growing on his face. Cadance blushed a little, trying her best to pull the covers over her. Shining only rolled his eyes, a groan escaping his lips.

“Fine! I’ll check it out!” he said with anger clearly present in his voice. Cadance watched him to leave towards the door, his hoofsteps much heavier than she expected.

This was miserable. It was almost morning and now Shining Armor had to get up from his wonderful sleep to see what Cadance was so worried about. It could’ve been the castle itself making the noise, despite the castle being new since the last one was…incinerated. 

He pressed his hoof on the door handle, a grumble he made clearly heard by Cadance.

“Oh, stop being so grumpy! I didn’t do it that hard!” Cadance said to him.

Shining turned his head back and said, “Yeah, then why did it hurt?”

“All I did was push!”

“All you did was-!”

The door swung open quickly, slamming against Shining Armor’s cheek.

The first thing Shining heard besides the yell of pain from himself was a voice on the other side of the door, the one who had forced the door inwards. It sounded panicked, heavy breathing accompanying the tone.

“Shining Armor, sir! I have something urgent to tell you!” the voice shouted. Shining backed away from the door, rubbing his cheek as the stallion in golden armor stepped into the room. It wasn’t a Crystal Guard. It wasn’t even a crystal pony.

Flash Sentry quickly saluted his superior, though his hoof fell when he noticed him in pain. His eyes widened in realization.

“Oh! Geez, sir! I-I’m sorry! I didn’t mean to push the door in your face!” Flash apologized, his voice shaky and unstable.

Shining stuck up his hoof, silencing the Pegasus. He took in a few deep breaths before lifting up his head to face Flash, his eyes as hard as stone. Flash found himself practically quiver under his commander’s stare.

“It’s quite alright, Flash,” Shining told him by his name. He memorized the pony before him ever since the day he joined the castle guard. He wasn’t very hard to distinguish from the others.

He closed his eyes and placed a hoof between his temples. “Just…what is it that’s so urgent?” Shining Armor asked.

Flash quickly began to explain. “I don’t know how it could’ve happened, sir, but-” he stopped when he noticed Princess Cadance at the end of the room sitting upright in her large king size bed, the blankets pulled upwards to cover herself.

Flash found himself growing redder, his eyes quickly falling to the floor.

“Um…I could come back later if you two want your privacy,” he stated politely, his eyes refusing to look up. Shining was confused for a few seconds, but quickly realized what he meant and shook his head.

“We weren’t doing anything , Flash,” Shining said to him, causing the Pegasus to bring his eyes back up. 

Flash stuck his hoof out and asked, “Really? Because I heard you two talking before I pushed the door and it sounded like-”

“Yes! I know what it sounded like, but we didn’t do anything,” Shining Armor exclaimed, causing Flash to jump back in fright. Cadance was busy giggling, pulling up the sheets to hide her blush. Shining continued while ignoring his wife’s childish laughter, “Now, what do you want?”

The yellow-colored Pegasus brought his eyes up to stare right into his superior’s. Shining Armor noticed the worry his eyes held, but he also noticed something else…fear. It wasn’t something Shining appreciated his guards to shed. If anything, Shining Armor wished his guards didn’t show any emotion like the guards back at Canterlot.

But the reason for the terror in his eyes was clear when Flash Sentry told him what he saw…

“Sir…the entire squad stationed underneath the castle have been killed…and the Crystal Heart has been stolen.”

“Buck me.”

“Yes, please!”

“Cadance, be quiet!”




> Chapter 35-The Autobot Named Optimus
> --------------------------------------------------------------------------



Optimus couldn’t believe where he was.

A few hours ago he was enjoying a moment of peace and clarity from the morning sun rising in one of Ponyville’s parks. The next thing he knew he was shipped off to a place called Canterlot, the capital of Equestria, for a meeting with Princess Celestia.

Since his late night discussion with Twilight Sparkle, one of the few ponies he could actually consider friends in this crazy world, Optimus was left weary and in serious need of answers. If anything, their discussion of Prime’s future only left him with more questions. Perhaps the trip to see Princess Celestia wouldn’t be so pointless. Maybe he might actually get answers, and hopefully the cure to what ails him.

The train came to a stop, forcefully pushing Prime’s back against one of the cars. Optimus opened his eyes and noticed the chain wrapped around his waist hadn’t shattered, thankfully. He was placed at the very back of the train Twilight and her friends were riding on, only while they were safely inside one of the many cars, Optimus was basically forced to sit at the back of the train with a chain tied to him so he wouldn’t fall off. 

There was no caboose, allowing Optimus more room to sit and hopefully stay on the bumpy ride up the mountain to where Canterlot resided. Optimus was surprised the train hadn’t fallen apart from his weight, but he was even more humiliated knowing this was the only way he could hope to travel, especially since he couldn’t (as Rainbow Dash said) “transform.”

As the train let loose a high whistle, Optimus turned his head left to see massively decorated buildings and towers among an even larger metropolis. The doors of the train opened up. 

Optimus turned left even farther to see Pinkie Pie bouncing out first, a bright smile on her face. She never seemed to be unhappy. Following her was Rarity, followed by Applejack and Rainbow Dash. The Pegasus, once touching the Canterlot grounds, immediately took flight. It was as if she didn’t want to stay on the ground for more than five minutes. Optimus could only imagine her trying to fly inside that tiny train car.

That left Fluttershy accompanied by Princess Twilight. 

Twilight brought her attention to Optimus almost instantly, noticing his eyes watching her every move. She smiled up to him and said, “You can unravel the chains now, Optimus. We’re here.”

Optimus nodded and brought his head down to focus on the chains. Bringing up his hands, Optimus gripped each end of the chains that held him down. He tried to remember how they were tied to him exactly. He pulled, twisted, and even managed to find the knot that kept him locked down. Optimus pulled on the knot…and the chains instantly shattered in his grasp.

As the broken pieces of metal fell out of his hands, Rainbow Dash was busy trying to contain her laughter. She couldn’t help it and let loose a quick giggle, instantly receiving glares from Rarity and Applejack.

Optimus only sighed. It was going to be a long trip down the mountain.



_______________



“And remember: it’s important to bow before the princesses. It’ll show that you respect them,” Twilight whispered up to Optimus as the group traveled down the halls of Celestia’s castle. However, she felt as if her words meant nothing to him, for Optimus only continued to walk straight forward, his eyes glued on the doors leading to Celestia’s throne room.

Twilight bit her lower lip. Something didn’t feel right about Optimus.

She didn’t have time to think more on the subject, because they reached the doors rather quickly. The two guards leading them to the throne room backed off to the side, bowing at the group and opening the doors with their unicorn magic.

Optimus was met right away with a bright light. He brought up a hand to block out the rays of morning sunlight pouring down across the throne room from several windows hanging to the left and right sides of the walls.

As he lowered his hand once his optics began to adjust to the brightness, he was met with the sight of Princess Celestia and Princess Luna sitting together on the large thrones at the end of the room, their tired eyes and smiling faces looking down at Twilight and her friends bowing respectively to the two. Twilight swiveled her head back for a quick peek at Optimus. He didn’t move an inch.

Great. Twilight thought. This could only end so well.

Once the six mares got back up to their four hooves and Optimus came up from behind them, Celestia and Luna looked at each other once more, nodding in understanding.

“I would like to take the time and thank each of you for bringing Optimus Prime to Canterlot for this important meeting. I felt that it would be better if we told you in person, Optimus, rather than Twilight addressing you of the situation back in Ponyville,” Celestia announced to the group.

As Optimus continued with his silent stare directed solely to the two princesses, Princess Twilight took a step forward, her head tilting in confusion.

“Um…excuse me, princess, but what kind of situation are you talking about?” the Alicorn asked.

Celestia closed her eyes, a heavy sigh escaping her trembling lips. “I suppose it’s better that your friends are here as well, Princess Twilight. They deserve to know just as much as you.”

“What?” Rainbow Dash practically yelled, making her voice loud and clear. “What do we need to know?”

It was as if all the life had simply drained out of the solar princess. Luna noticed this and rested her hoof on her sister’s shoulder. She took a stand and announced loudly, “Early this morning, we received a letter from Shining Armor all the way from the Crystal Empire.”

“My brother?” Twilight gasped.

Luna nodded, resting her hoof by Celestia’s as she continued. “What he stated in the letter was far worse than any of us could’ve hoped to imagine. Shining Armor wrote to us saying that the Crystal Empire was attacked last night, several guards were found torn to shreds, and something very…very valuable was stolen.”

Luna’s eyes grew ten times darker.

“The Crystal Heart,” she said, noticing the several gasps of horror from the five mares below. Twilight appeared to have mouthed her words silently, as if she knew Luna was going to say that.

“How…how is this possible?!” Rarity demanded to know.

Celestia opened her eyes after nearly a minute’s rest. She faced the group below her with a hard stare, her voice no longer motherly but taking the tone of true ruler. 

“Unfortunately, there was only one witness to these acts of…horrific terror,” she stated as if the word ‘horrific’ was a foul-tasting liquid on her tongue. “This guard mentioned that the attacks were orchestrated by two beings that stood upright, as well as a Timberwolf that glowed bright purple and a giant bird. They all bore the same symbol…” Celestia let her sentence fall there, allowing the mares in front of them to catch it.

“Decepticons,” the six mares muttered all at once.

The solar goddess nodded, continuing. “With the presence of Decepticons on Equestrian soil, I have ordered a high alert notice on all major cities and even contacted the Alliance of Alien Activity to begin their investigation for more Decepticon threats if they do appear. However…” her voice began to trail off, Luna by her side catching her sister if she did fail to continue.

“However,” Luna said, “we have received word from the leader of the Alliance, saying that they cannot aid in the search for Decepticon threats due to a supposed ‘worker’s strike’ that just sprung up recently back at their main facility. Once Noctune settles things back at Vanhoover, then they will get right to work on investigating.”

We hadn’t heard any word of a worker’s strike in Vanhoover earlier! That still doesn’t explain why he rejected our offer for a peaceful meeting here in Canterlot! The nerve of that cocky, brainwashed stallion and his-!

Easy, Luna… Celestia telepathically whispered back to her sister.

As Luna settled herself, Twilight was busy trying to rightfully remember just what the Alliance of Alien Activity was. She did remember seeing their logo on a billboard several months back, but her memory chose to betray her instead. The princess didn’t have much knowledge on the Alliance, only that they were a secret organization that remained in the works of alien investigations. 

Applejack remained unnaturally quiet. Her head was low and her eyes shifted back and forth between her hooves. While it looked like she was doing nothing, her mind began to slowly put the pieces of the puzzle together. The Alliance of Alien Activity. Why did that sound…familiar to her?

While Applejack continued to sort things out by herself, Princess Celestia recently began to speak again once her voice decided to return.

“Without the Alliance’s aid, I’m afraid we will have to begin this search with our own standing military. In doing so we will…unfortunately be silencing the investigation of the Sweet Apple Acres incident until further notice.”

Optimus Prime, who had remained silent during the entire meeting so far, found the reason to become concerned with Celestia’s decision. With his head was slowly wrenching forward towards the solar princess, his crossed arms fell to his sides and his hands began to morph into fists.

Fluttershy gulped and curled into a ball.

“How dare you,” Optimus growled with his voice low and deadly. While Celestia and Luna were surprised by Optimus’ sudden change of tone, Twilight’s ears merely fell against her skull, her eyes bearing true sadness. 

This wasn’t the first time Optimus had changed his once peaceful expressions into more threatening ones. She remembered him in the battlefield so long ago, no longer a friendly alien but a beast hungry to slay. He even showed his dark side recently at Pinkie’s party last night. He told them that he was tired of not knowing the truth and why he was treated as a hero when he did nothing he could remember. Pinkie Pie seemed to have solved that problem, but Twilight had a hunch that her discussion last night with Optimus was about to revive once again.

Optimus Prime stepped over the six mares below him, frightening Rarity and Fluttershy. He stopped when he was but a few feet in front of Celestia’s throne.

The Autobot leader pointed his large black finger straight at Celestia’s chest. “How dare you end the search for the ponies that threatened to end my life!” he said to the princess, his voice slowly growing louder.

Celestia tried her best to reason with him. “I understand the deep troubles in your situation, Optimus, I really do. But as the ruler of Equestria it is my duty to tend to the needs of my citizens first!”

“Don’t you ever try to give me that lie again!” Optimus shouted. Celestia, as well as Luna’s jaw dropped. The six mares behind him gasped in unison. Optimus didn’t care. His time of silence was now broken and his true feelings were unleashed. 

He took another step closer, his glare intensifying as he yelled, “You swore you would find the ponies that tried to kill me, you gave me your word that you would discover why I have lost my memory, and now not only have you still not found a cure to my ailment…but you dare try to end the search for my assassins for some chase to find a heart?"

“Truly you do not understand the importance of the Crystal Heart,” Celestia retorted, her voice matching Prime’s in threat. “It is a power that ponies can only dream of witnessing. The Crystal Heart is capable of maintaining peace throughout all of Equestria, even farther past that of our own country. With it gone…and in the Decepticon’s grasp…there is no telling what kind of horrors they can do with that kind of power. That is why we must put the Sweet Apple Acres investigation on hold until we can find a way to return the Crystal Heart back in our possession.”

Optimus looked away, his fist clenching and then relaxing. His anger seemed to fade away like a steaming piece of metal dipped into cool water. “If you are telling the truth, then I understand why you must find this…‘Crystal Heart’ at all costs,” he muttered, not even noticing the two princesses share a quick breath of relief. He did turn his head back to them, a look of pure sorrow seen in his expression. What he said next nearly shattered the sisters’ hearts

“But that doesn’t give you any right to stop looking for a cure.”

“It is not how it seems, Optimus!” Luna interjected, her eyes sad. “My sister and I have been searching day and night in the Canterlot Archives for a cure since we discovered your memory loss! We just need more time to-!”

“Time,” Prime interrupted, his back now facing the princesses. Twilight reared forward to try and take a good look at his face. His eyes were half-closed, his head low and shoulders sagged. His faceplate began to move, telling Twilight that he was about to speak.

“Time…is something we are clearly running out of,” Optimus said, turning back towards Celestia and her younger sister. 

He spoke to them alone, not even caring what the ponies behind him thought. “If these Decepticons that you speak of have the Crystal Heart…and if they plan to use it for horrors unimaginable, then why do you continue to not allow me to know the truth of who I am?”

“It is not as simple as that, Optimus Prime,” Celestia told him.

Optimus shook his head, slicing the air in front of him with his hand. “Yes it is, and you know it!” he shouted, catching everypony in the room by surprise. Optimus pointed his hand back to Twilight, who took a few steps back when her friends all began to stare at her.

“Twilight Sparkle is the only pony who has been considerate of my situation. She told me to keep faith in knowing that my life isn’t pointless! She told me that I am meant for great things! What things am I meant for in this life?!” he finished by clenching both of his hands, his optics locked on the two Alicorns sitting in front of him.

Both sisters looked at each other, then Optimus, then each other. 

Their eyes seemed to share the same feeling. Somehow there was some truth in Prime’s words. Even when he had completely lost touch of who he truly was, he was right. Despite the warnings they received, despite the after effects that might consume him, despite it all…Princess Celestia and Princess Luna knew what to do. Their eyes seemed to share the same feeling.

However, that left what might happen if they actually told him…the truth.

It might be too much for him to handle. The weight of the truth could actually crush him. That’s what the princesses were afraid of. Optimus might not be able to fully understand his true destiny the way they were told…by him.

Princess Celestia sighed, earning a nod from her younger sister to allow her to continue. The sun goddess closed her eyes, replaying the words in her mind told to her that fateful day oh so long ago. When her eyes opened, they took the light of pure fire, intensifying that of the sun’s rays. They dimmed down quickly, her stone-hard gaze facing Optimus.

She asked but one question.

“Are you sure you wish to know?”

Optimus nodded.

Celestia nodded, her eyes narrowing. “Very well…” she said. It was quiet for a few moments more, causing Twilight to stamp her hoof quietly on the ground in anticipation. She was told to keep quiet around Optimus about the truth. She couldn’t even imagine how Celestia was going to break it to him.

Her eyes closed, and she began the grand tale as she was told.

“Millions of years ago, on the distant planet of Cybertron, there lived a race of robotic and extremely intelligent beings known as Transformers. For eons, they lived in peace. A Golden Age was declared that would be the beginning of exploration, discovery, and peace throughout the universe. However…this peace would not last soon.

“The world’s first tyrant and ruler of a branch known only as the Decepticons, Megatron, created a war that soon spread across the entire planet, devouring all who dared stand in its path of destruction. For millions of years the war for Cybertron raged, and the leader of the opposing force of evil against Megatron and his Decepticons, the Autobots, had lost all hope in fighting in the never-ending war. His life was lost…and a new leader needed to be crowned. That leader…was named Optimus Prime.

“With the Autobots acquiring one of the bravest, strongest, and most loyal Autobots in existence as their leader, and with the core of Cybertron bestowing the Matrix of Leadership upon Optimus with its final breath, they soon realized that they could no longer hold off against Megatron’s depravity and lust for conquest. Optimus Prime decided that Cybertron could no longer remain habitable, and they all must complete the ultimate sacrifice: Abandon their home, or face total extinction.

“Developing and constructing a massive starship known as the Ark, Optimus Prime and his heroic Autobots left their home in search of a new planet in the galaxy…a planet to call home. But it was all for not. Megatron intercepted the Autobots on their escape, and both factions tumbled through the Space Bridge Portal, sending them all directly…here.

“What transpired next would be the darkest days Equestria has seen since Discord’s reign. Megatron threatened to take the entire planet and steal this world’s energy source to fuel Cybertron with new life and save the Cybertronian race. Doing so would destroy our world, and every life on this planet would die. However, Optimus Prime and his Autobots would never stand idly by as Megatron wiped out a peaceful world for the mistakes he made on another. No. Making the ultimate sacrifice, Optimus Prime gave up his own life, not knowing where he would go or if he would die in the process, to save this world and everypony who dwelled on it.

“Today we have made dedications to these brave Autobots and their admiring leader for their bravery and sacrifice in the deadliest storms of the call of duty. They saved our world…not caring about their own and declaring that this was their home now. That is why we remember Optimus Prime as a hero and a savior. He gave up everything…for us ponies. Everything. And we cannot thank him enough.”

Princess Celestia opened her eyes after noticing the dreadful silence once her story was done. She stared at Optimus Prime, noticing his wide eyes. Nothing else. Just his wide, surprised, shocked, horrified eyes.

They seemed to be waiting for something more.

Her eyes lit up with the strength of the sun, her horn doing the same. As the light of the solar goddess enveloped across the throne room, the six mares below shielded themselves from its power. Optimus stared right into the light.

And then they were all gone in a bright, white flash.



_______________



Celestia’s hooves softly touched the grass.

With her magic fading and her powers ceasing, the princess opened her eyes once more to see that the transportation spell had worked without any hiccups. Optimus Prime stood right in front of her, as did Princess Twilight and the rest of her friends. It was the same exact scene as it was in the throne room, except now…they were somewhere special.

Optimus’ hard stare penetrated Celestia’s with no remorse. Even with the six ponies below him taking a new look to their surroundings, Optimus Prime was still there, waiting, praying, and begging for Celestia’s final statement.

Princess Celestia’s wings fell to her sides, her breath-taking eyes narrowing on something…behind them.

He let his gaze fall from hers for the smallest amount of time he could offer. Optimus turned his head around, completely ignoring the six shared gasps below him. He couldn’t help it. He joined them.

Standing a few feet away from the last Prime…was himself.

He approached the miniature statue with shaking feet, his breaths ragged and uncontrolled. He ignored the many other statues surrounding him, his vision focused on the biggest one. Optimus almost fell to his knees at the sheer sight of it, but kept his balance no matter what it cost him. He was there. He had reached the answers he has been looking for.

The statue of a complete image of his own body had his name engraved below it.

As his hand grazed the name below him, Optimus slowly turned his head around as he heard Celestia’s voice melting behind him.

“Every word I have said…from the deepest portion of my heart and soul…is the truth,” Celestia finished, receiving a nod from Princess Luna.

That did it.

Optimus Prime backed away from the statue. Twilight and her five friends moved over to the sides as his feet stepped upon the area they were rightfully standing. Optimus didn’t even see them. He was too busy staring out in space, his eyes slowly shifting downwards to his hands. He stared in horror, uncontrolled gasps escaping his faceplate.

He sat down, causing a little tremor to pass throughout the sculpture gardens. 

While Princess Celestia looked down at Optimus sadly, Twilight and her friends were already by Prime’s side. Fluttershy and Pinkie Pie had begun saying calming words to the Prime, who neglected the two mares at his right side. Twilight tried to explain to him that this was the reason why she couldn’t tell him the truth, but he ignored her, his own thoughts reeling on the heavy information he had received all at once.

Optimus closed his eyes, his head lowering.

Princess Twilight turned her head to Celestia, who sent a sad gaze her way in understanding. Twilight’s ears flattened, and her eyes bore the sadness of a thousand crying souls. The silence left in the statue gardens was thick. There weren’t even any visitors that day. Nopony dared to speak, the only words heard was Fluttershy’s calming tone to Optimus.

A new sound was heard. A poof.

All eyes, except for Prime’s, all turned towards the direction of the sound. Floating above Princess Luna’s head, a vivid beast with numerous animal body parts hung there with what appeared to be sparklers in his hands. Celestia knew who it was right away, as did her sister and Twilight especially. They didn’t even need to hear his voice to know who it was.

“Greetings, everypony! I’m back from vacation!”

The sly draconequus morphed through the air, an unamused expression stitched on his face. However, he dashed the rude welcoming aside when he spotted Twilight, all of her friends, and Optimus Prime. Perfect! He thought only Princess Celestia and Luna would be here, now he could tell them all the fantastic news!

He smiled widely, deciding to fly right in front of Celestia’s personal bubble.

“Absolutely incredible news, Princess Celestia! I have just visited the other side of the country for the past few days, and while I did enjoy myself with all the rest stops and tourist attractions,” he made a fancy hat with sparklers and large pieces of fruit attached to it appear in his hand. He placed the ridiculous eyesore atop Luna’s head, receiving a glare from the lunar goddess.

“Little present for you, Lulu,” Discord whispered to her, to which she responded with a snort. 

Princess Celestia shook her head. “Now is not a good time, Discord. We are in the middle of a very important meeting with Princess Twilight and Optimus Prime,” she told him, only causing his grin to increase further.

“Oh, but you haven’t even heard the exciting part of my journey yet,” Discord retaliated, earning a frown from Celestia. He continued, a pair of heavy glasses, a fedora, and a pencil and notepad appearing on his person. He inhaled a pipe that appeared in his free paw, bubbles floating off into the air.

“During my vacationing hours, I did a little investigating of my own,” Discord said, teleporting right on Prime’s shoulder. “Seeing Optimus Prime back in Equestria really got me thinking. What if he’s not the only Autobot on this world? I mean we’ve already discovered the Dinobot commander inside of the Everfree Forest, but…what if there’s…more to that?”

“What are you saying, Discord?” Rainbow Dash asked.

The draconequus appeared by her side, wrapping his arm around Rainbow Dash and pulling her towards his chest. “Oh, poor Rainbow Dash. Can’t accept the fact that that ferocious, bloodthirsty beast-friend of yours is nothing but a ferocious, bloodthirsty beast that doesn’t remember a thing. Oh, why must life be so unfair?”

Rainbow pushed Discord off of her rather harshly. She shouted, “I can accept that! I don’t care if…if Grimlock’s nothing but a mindless beast!” Her eyes started to burn, though she quickly brought up a point that still wasn’t answered. “What did you even find on your ‘investigation’?”

Discord smiled, his arms crossing over each other. “I guess we can all proudly say that Optimus is no longer alone on this world,” he announced loudly.

“Yeah, we got that. Grimlock’s here too,” Applejack said after finally returning to the conversation, a hint of boredom making its way into her voice.

He shook his head. “No, no, no, no, no! I don’t mean Grimlock…I mean others," he finished with a sly grin.

Twilight already knew where he was going with his little hints, and her eyes grew wider with ever second that passed. Applejack seemed to understand now, as well as the rest of her friends, including the two princesses. Unfortunately, Pinkie Pie still didn’t know what was going on.

“The Decepticons?” the pink mare asked, scratching her chin with her hoof. “Because we just found out that they’re here too.”

Discord smacked his face, groaning, “Oh, for goodness-! I found the other Autobots and brought them together!”

Princess Celestia and Princess Luna both shared equally surprised gasps. Twilight and her friends’ jaws all gaped in shock, Pinkie finally understanding with a long “Ohhhh” escaping her lips. Twilight was about to say something to him, presumably asking Discord where they were, but her question remained in her throat when she felt the ground shake.

Optimus brought his head up quickly to stare at the creature known as Discord. He stood up with speed that was just as a mystery to him as it was to the ponies around him. Something had triggered Prime to act when Discord mentioned Autobots. It was Celestia’s story.

Was he starting to believe her? What if her story of his life was simply false, just like her failed promises? Optimus didn’t know for sure…but he found honesty in her voice when she told him, the same kind of honesty he remembered Twilight speaking. He also remembered when Celestia mentioned Optimus Prime and his “Autobots” in the story.

His Autobots.

That statue of himself.

Optimus was soon starting to believe her more and more. Even Twilight found a reason to smile when Prime began to speak in the same commanding voice she knew him for. The stern, powerful voice that Optimus roared on the battlefield, but also the calming, intelligent tone whenever the situation called for it.

It was the powerful voice she and everypony else heard come out of him.

"Where?" Optimus Prime demanded. Discord smiled and snapped his fingers.
		
	
	

	
> Chapter 36-The Gang’s Back Together
> --------------------------------------------------------------------------



A bright flash later and Pinkie Pie landed right on her face.

After spitting out the dirt in her mouth, Pinkie shook herself off, but was not fast enough to dodge the rest of her raining friends from above. Rarity crushed her, followed by Applejack, and then Fluttershy. Rainbow Dash and Twilight both landed softly, their wings gliding them down to touch the soft grass with ease. 

The two ponies looked at each other and shared a little laugh, only to fall right on their faces when Optimus landed right behind them.

The effect of Prime’s massive landing caused the ground to shake so heavily it could match an actual earthquake. The pile made out of Fluttershy, Applejack, Rarity, and Pinkie had already tumbled down from the earth’s vibrations. That left six mares lying in pain, and a Prime right behind them, groaning ever so often.

That also left a snickering draconequus gently floating into the soft grass. 

Discord landed right in front of Twilight, causing the Alicorn to look up at his smiling face. He chuckled and said, “I warned you that fast travel could be dangerous.”

Applejack pushed Pinkie Pie off of her, squirming to get back to her hooves. “Ah’m gonna let that one slide, Discord,” she warned him, earning an innocent smile from the creature of chaos. “But you’d better not be lyin’ about this, because if you are…” she let the sentence fall there, the threat present in her voice.

“Me? Lie?” Discord sounded offended, his claw placed over his dark heart. His eyes grew larger than normal, his lower lip puffing out. “Oh, but Applejack, I would never lie to my friends. Surely you know that?”

“Unfortunately,” Applejack groaned.

After a moment of recollection, the rest of the mares found the ground and actually began to stand back up. Optimus did the same, though he didn’t match everypony else’s movements. They were all staring off into a different direction, taking in the scenery as much as possible.

Plains upon plains of low cut grass fields stretched as far as the eye could see. To the west were rows of snow-capped mountains. To the east, Twilight could barely make out Canterlot’s outline, but she was certain it was there. The sun beat down a heavy heat on the ponies and Autobot, offering no chance of shade with the bare fields of grass. The Alicorn turned her head back when she noticed a certain friend was suddenly gone.

Discord was resting on a floating purple-colored couch, a rather delicious-looking fruit punch in his claw and a pair of sunglasses in his paw. He placed the sunglasses where they belonged, taking another long sip from the extremely bendy straw sticking out of the punch. He brought his glasses down when he noticed Twilight flying up to him.

“Just…where are we, Discord?” Twilight struggled with her words as she flapped up higher and higher until she was face to face with the draconequus. 

The creature of chaos pushed his sunglasses back, taking another obnoxiously long sip from his punch. Twilight frowned at him, her hooves resisting the urge to smack that punch into his face as he continued to suck dry air out of the straw. After about fifteen seconds of the two simply staring at each other, Discord spit out the straw and snapped his fingers.

A giant, neon sign of bright, flashing lights suddenly appeared over Twilight’s head, frightening the Alicorn as to where she lost her concentration. She plummeted to the ground, luckily catching herself right before she touched the grass. As she landed softly, Twilight and her friends all looked up to the sign. It read “Unicorn Range” in colorful blue and red lights.

Optimus came up behind the group. They all brought their attention to Discord, who had stood up on the couch he was lying on.

“Welcome to the lovely pastures of Unicorn Range!” Discord announced brightly and happily, like a carny would at a local circus. “I hope your stay in these wonderful meadows will be just as incredible as it was for me and my companions!”

Discord had a large, pointer stick appear in his hand. He pointed it at the sun and said, “We got hours of endless sunshine,” he pointed it below, “beautiful little critters just buzzing around your ears,” as he said that a large bee landed right on Rarity’s nose, creating a loud scream from the unicorn, “and most of all we have the joys of nature all around us!”

While the six mares began to sweat from the intense heat, Optimus Prime took a step forward, instantly killing Discord’s fun.

“Where are the Autobots you mentioned?” 

Rainbow Dash was the first to send a smirk Discord’s way when she noticed his surprised expression. The rest of her friends all stared up at Discord, clearly waiting for an answer. Twilight was the most eager to see if Discord was actually telling the truth. Why else would he interrupt their meeting with Princess Celestia just to bring them to Unicorn Range?

Probably just to mess with her…again.

However, those kinds of thoughts were tossed aside when the silence was shattered and Discord slumped forward, a terribly bored expression on his face.

“Gosh, none of you are any bit of fun,” he groaned, letting gravity rest his back on the couch. His head fell on the back of the floating couch, only half of his body visible to Prime and the ponies, the other half rested on the backside of the couch.

A large megaphone appeared in his hand in a white flash. Discord brought it to his lips and shouted, “YOU CAN COME OUT NOW, GENTLEMEN!”

It was silent for several moments more. The ponies stood there, baking in the morning sun with frowns on their faces. Prime was faring no better. With every second that passed, his optics narrowed on the draconequus until he was almost completely locked onto him. Discord just sat there on his couch, refilling his red punch.

Rainbow Dash growled with her mouth slowly opening to shout something at Discord. Something stopped her. It was Fluttershy’s hoof.

The rainbow-colored Pegasus turned to her shy friend, only to realize her eyes weren’t focused to her but on the pasture ahead. Rainbow Dash wasn’t the only one to see this. Twilight, Pinkie, Rarity, and Applejack were all watching Fluttershy as she pointed straight ahead, her hoof shaking uncontrollably. They all followed the direction of her hoof straight into the morning sunlight. 

Twilight shielded the harmful rays from getting into her eyes. She squinted to see where Fluttershy pointed to. 

Her hoof fell.

She gasped.

Her friends all followed her actions, though she had completely lost her attention on them quite a while ago. Optimus took a step completely over the Alicorn, his gaze fixated on the area his little friends were all staring at. He grazed the Autobot symbol on his arm gently.

Down the hill, five beings emerged out of the morning sunlight, their shadows cascading across the plains until it reached Twilight’s hooves. She noticed the horns sticking out from the shadow, implicating the image in her mind even further than she could have ever imagined. 

Their bodies were covered in darkness, red and blue lights bursting from the shadows of their bodies that engulfed them. Though they approached the group slowly, Twilight already knew who it was. With their blue eyes, glowing red lights, and large figures, Twilight, as well as her friends, knew who was approaching them. It was their friends.

She knew this because she saw the Autobot symbol on each of them.

Fluttershy let loose a happy whimper, a tear of joy falling from her eye when she spotted him. Bumblebee. He led the group with the leadership of a true warrior. Rainbow Dash couldn’t help it and chuckled. That chuckle soon turned into laughs. Those laughs transformed into cheers. She cheered for them as they approached. None could blame her. It was them.

Following Bumblebee, Cliffjumper and Jazz appeared side by side, their heads shifting back and forth. They didn’t acknowledge the blue Pegasus flying circle ahead of them and cheering with glee. They were too focused on what exactly they were coming to.

Behind Jazz and Cliffjumper, Ironhide and his heavy footsteps could be heard from fifty feet away, even in the grass. His large biceps swayed back and forth with every step he took. Applejack gasped and bit her hoof, tiny tears welling up in her emerald eyes.

By Ironhide’s side, the Autobot Jetfire approached the slowest and behind the group. He appeared uneasy, but nopony could seem to notice it. They were far too absorbed in what was going on at the moment, their hearts overwhelming with happiness. 

They were done walking.

The five Autobots all stood together in a large group, their optics all landing on the only other being in the area taller than the ponies. Not Discord, but Optimus Prime. Twilight, through the large smile on her face, found a reason to back away when Optimus took one more step closer towards his brothers. He didn’t even know they were his family, but he did recognize the insignia.

Optimus Prime…was speechless.

For seconds on end, the five Autobots did nothing but stare at Optimus. The last Prime did the same, all the words he had imagined saying suddenly lost. Rainbow Dash had all but landed a few moments ago. She watched as the giants just stood there, not moving a circuit.

A loud whistle came from above. All heads turned to see Discord lying on his stomach, his legs swaying back and forth as he smiled down at the Autobots and ponies.

“Well,” Discord announced loudly, “looks like the gang’s back together!” He noticed the shocked expressions from the mares below, especially Fluttershy. He waved his hands and said, “No thanks are necessary! Just doing something right for once is all the thanks I could ever receive.”

The small red one, Cliffjumper, took a step around the ponies. He began to smile as he took in the peaceful scenery. 

“I gotta say,” Cliffjumper admitted, his hands resting on his waist as he continued to walk around the six mares, “this place is a heck of a lot better than that forest from before. I just have…one complaint, Discord…”

He raised his giant foot forward and crushed the grass right in front of Rarity, causing a great panic between the equines. Cliffjumper pointed a deadly finger at the white unicorn as well as the others, a hateful expression growing on his silver-colored face.

“Why are they here?” Cliffjumper hissed, venom clearly present in his tone.

Rarity backed up quickly, her once joyous heart now filled with fear as her friend continued to glare at her. She backed up into Applejack, who rested a calming hoof on her shoulder, her emerald eyes staring up into Cliffjumper’s.

“Whoa! Calm down, Cliff! There ain’t nothin’ threatenin’ here!” Applejack told him, Rarity shaking in her hooves.

Another Autobot stepped forward by Cliffjumper’s side. This one was pure white with a glowing blue visor. Pinkie yelped in surprise, but remained quiet, especially when he began to speak.

“Now that’s debatable,” Jazz sternly told the orange farmpony. He placed a blue hand on his chest and said, “Last time I checked, your kind has been huntin’ us through a forest for whoever knows how long! So yeah…it’s a bit threatening!”

“Our kind?” Rainbow Dash questioned, her rose-colored eyes staring down Cliffjumper’s as well as Jazz. They were scratched and dented, large bullet holes in their arms and legs. She shook her head, finally understanding. “Look, you guys are mistaken. Those were actually-”

"We're mistaken?” a deep voice spoke up, the tone only belonging to Ironhide.

The large bot took his place by Jazz’s side, his large arms crossing over each other. He frowned at the cyan Pegasus and growled, “Unless there are any other four-legged, flesh-having, disgusting, untamed, vicious animals like you who’d want us dead, then I guess we can all just be the best of friends forever and ever!”

Discord spit out his punch. He bent down from his couch, noticing the shock in everypony’s eyes. Yes, he could see that far. Rainbow Dash was red with anger. She flared her wings and flew up to where she was face to face with the red Autobot. Ironhide narrowed his glare on the Pegasus in front of him. Rainbow’s glare was just as strong, if not more.

“Who you callin’ untamed and disgusting?!” she screamed in his face.

Twilight Sparkle sent a hoof into her face. It hasn’t even been two minutes and Rainbow Dash was almost about to rip Ironhide in half, only if he didn’t do it to her first. This has certainly been an excellent reunion with their Autobot friends.

Right before the two could go at it, Optimus took a stand and blocked Ironhide’s heated path, his optics flaring with suspicion. He gently nudged Rainbow Dash away with his hand.

“Ease yourself, Autobot,” Prime’s heavy voice surprising Ironhide, as well as Jazz and Cliffjumper. Optimus continued, his right hand mentioning the six ponies behind him. “You do not need to fear in the presence of Twilight and her friends. They will not harm you.”

“And just who are you supposed to be?” Jetfire questioned, his large finger jabbing towards Prime’s chest. 

Optimus turned towards the red and white one. He could not only feel the eyes of all the other Autobots falling onto him, but he could easily tell that Twilight and her friends were all watching him.

He stared straight into Jetfire’s optics and spoke, low and powerful. 

“I…” he hesitated, “am Optimus Prime, your leader.”

Jetfire took a step back. Jazz and Cliffjumper both looked at each other, their arms crossed and their expressions unconvinced. Ironhide made no remark, his frown all but present. Bumblebee just stood there, feeling the gaze of a certain Pegasus on him.

“He’s telling the truth, you know.”

All eyes suddenly shifted at once, as if it was some great sport they were watching. They rested on the draconequus that walked down to them on a disappearing and reappearing set of stairs. Once he was touching grass, Discord approached the five Autobots slowly. He noticed that they all circled him.

Discord began, covered in the shadows of the giants around him. “I can assume you’re all still wondering why I brought you all together and in the presence of Princess Twilight and the Elements of Harmony…” he stopped when he noticed their confused expressions. “Ponies,” he said to clarify, “the creatures that attacked you.”

The five all nodded, looking at each other in agreement.

He continued, “Well, it certainly wasn’t to send you to your doom. Princess Twilight,” he looked over to six mares, “Pinkie Pie, Rarity, Applejack, Rainbow Dash, and…Fluttershy…are the kindest ponies you could ever know. They’ll never give up on you, even though you continue to reject them for who they are, they’ll never stop trying to be your friend. Trust me…I know.”

All six mares shared warm smiles.

Discord couldn’t help but join in their happiness. 

“Anyways, where was I…? Oh, yes!” Discord exclaimed, snapping his talons. “I brought you to these ponies because I know they can offer you a home and protection from whatever it is that’s lying out there,” he teleported up to Ironhide’s shoulder, whispering into what presumed to be his ear. Strangely though, every Autobot in the circle could hear his voice.

“Also, they kinda believe that you’re their friends from a time none of you can remember. I know it’s hard now…but really try and be nice around them.”

Once Discord teleported back to the grass, Jetfire sighed heavily, taking one knee so he could be closer to him when he said, “Listen…Discord…you know that we are eternally grateful for you risking your own life to save us from those…‘ponies’ back in that dense forest…”

“Well, I wasn’t really in any danger to begin with,” Discord mentioned, his eyes suddenly studying his claw for chips.

“But,” Jetfire continued, his optics looking over to Optimus Prime and the six equines, “why is that we have to stay with these creatures and our ‘so-called’ leader?”

“Speaking of which,” Jazz interrupted, taking a step closer towards Optimus Prime. He towered over Jazz easily, but the smaller bot didn’t seem intimidated. If anything, Optimus looked a little nervous with Jazz’s visor staring deeper into him than he could’ve imagined.

He said, “How do we even know you’re telling the truth? And if you even are our leader, then how come I’ve never seen you before in my life?”

“Because you all lost your memory!”

Jazz looked down, surprised to know that voice came from the purple colored pony with wings. The next thing Twilight knew she was left on the spot, all eyes on her from the Autobots. Optimus Prime turned his head around and stared at her.

Twilight gulped, however, her throat was very dry, and she swallowed nothing. Still, she summed up whatever courage she had left in this very startling situation and spoke loud enough for everyone to hear.

“I found Optimus in the Everfree Forest. He was unresponsive at first, but when those ponies, the same ponies that attacked each and every one of you, showed up at Applejack’s farm, Optimus woke up. And you know what? He lost his memory.”

“That doesn’t explain anything,” Cliffjumper told her.

Twilight frowned at him, saying, “While we don’t exactly know how it happened, Princess Celestia and Princess Luna have vowed to search for a cure to his ailment. Meaning that if you all stay with us…we can help you.”

The four Autobots all looked at each other, their emotions shifting behind their glowing blue eyes. While most of their emotions were positive, there was one who didn’t accept it. Cliffjumper continued to argue with the Alicorn. He stepped forward to her, taking a knee.

“Oh, yeah?” he said, causing the pony’s frown to deepen. “Then how do we know that that Optimus guy is our leader, huh?”

All Twilight did was point at Optimus and mutter, “Look at his arm.”

Cliffjumper chuckled, but continued to humor the pony and did as she said. His optics grew wide when he spotted the same symbol that he had shine bright red on Optimus’ arm. His head shifted back to the Alicorn when she spoke again.

“And unless you want to know why Optimus is your leader firsthand…” 

The smaller red Autobot turned his head back to Optimus, who stared him down with a raw intensity he had not even began to imagine before Prime slammed his fist into his palm. His blue eyes seemed to take the image of a warrior hungry for death and destruction. Not only did Cliffjumper see that in Optimus’ eyes, but he also saw the bravery, the heroism, and the power of a true leader.

Cliffjumper stood up quickly, slapping his hands together.

“Okay! Yeah! Hail Prime, ya know? WOO!” he cheered, though the nervousness in his voice was clearly present as he slowly began to back away. Pinkie and Fluttershy seemed to find this incredibly funny. Rarity and Applejack only shared a soft chuckle together. Rainbow Dash just stood there, her eyes scanning each Autobot over and over again.

Once Cliffjumper returned to the group, each Autobot brought their attention to their…leader. Optimus Prime addressed them all as he stepped forward. 

“My Autobots,” Optimus began, “as your leader, I find that it is imperative to tell you that these ponies,” he lowered his hand to the six behind him, “will not break any promises they offer to you. They’re town is very welcoming and filled with the peace and acceptance you all dearly need. Trust me, my Autobots. You are not in any danger. You are safe.”

There seemed to be a hint of doubt amongst the group of five Autobots. While Cliffjumper was already in belief, Jetfire and Ironhide didn’t want to trust this guy so quickly. Jazz seemed to share their feelings. Bumblebee just stood there.

With all the evidence they were given, everything they were told by Discord, the one who saved them, to Optimus Prime, their supposed superior, the only thing they needed to do now…was trust him…and the ponies. But in the end…with Discord’s words still tampering their heads, they decided.

“Alright,” Jetfire muttered, nodding his head. “We’ll listen to you…for now.” Ironhide and Jazz both nodded in unison. Bumblebee just gave one nod. With that, Jetfire and the three others all approached Prime, many questions in mind. The first one being:

“So…what exactly are we?” Jetfire asked.

With the Autobots discussing things with Optimus, Princess Twilight trotted over to Discord in the impending silence falling on her friends. She looked up at him, shaking her head and smiling.

“How you even managed to do this…” she said to him. Discord just shrugged, letting out a little smile of his own. Twilight chuckled, nodding to him. “Thank you, Discord…for everything.”

Discord never expected the hug.

Neither did any of Twilight’s friends. Once she broke contact, Twilight only chuckled at Discord’s confused look and yet embarrassed look. She swore she saw a hint of red on his cheeks. Even then, Twilight broke his shock by telling him, “Well, Discord, what do you suggest we do now?”

Seemingly forgetting what just happened, Discord had a map appear right in front of him. He grabbed the floating piece of paper and studied it heavily. When he looked up, his eyes were wide, and his smile was even wider.

“Shall we head back to Ponyville? I can fast travel all of us again if-”

“NO!” every single mare shouted, silencing the chaotic creature.

Twilight turned back, noticing Optimus Prime grasping Bumblebee’s hand and nodding to him. She smiled, a sudden joy she once thought was long gone now returning to her heart. Twilight didn’t even look at Discord.

“I think it’d be better if we walked,” she said, her voice soft but her smile strong.

Discord completely understood.

Spreading his misshapen wings, Discord took to the skies and screamed, “Next stop: Ponyville!”

With that said, Twilight turned her head back at all of her friends. She smiled and motioned them forward with a nod. They all caught up to her, following right under Discord’s shadow as he led them out of Unicorn Range.

Twilight stopped.

“Optimus!” she called out.

Being so distracted at trying his best to explain things to them, Optimus didn’t even realize that his pony companions were already leaving with Discord leading the way. He noticed Twilight waving him over. He nodded to her, and then turned towards the group of Autobots.

“Autobots…let’s roll.”

“That’s gonna take some getting used to,” Jetfire muttered, following the Prime as he trekked right behind the Princess of Friendship. Ironhide, as well as Cliffjumper and Jazz remained quiet the entire journey. Something kept stabbing at them, telling them that something wasn’t right.

For now…all they could do was wait.

Fluttershy stopped.

None of her friends noticed her missing. As she watched them follow Discord, giant footsteps came to her rather quickly, startling the Pegasus. Optimus heard a loud squeak below him. When he looked down, all he saw was a terrified Fluttershy staring up at him with shaky eyes.

“Sorry,” he told her, stepping over the Pegasus with ease.

Fluttershy watched as the other Autobots stepped around her. Jetfire only acknowledged her for a few seconds before bringing his attention elsewhere. Ironhide glared at her, muttering something she couldn’t hear. Jazz and Cliffjumper both shared looks of indifference when they stared at her. But they continued on, not caring about her.

That left…

Fluttershy looked back and saw him instantly. She smiled warm, knowing he saw her too. Bumblebee just stared at her. He made no sound, no indication of her presence to him, no attempt at saying hello or even waving to her. As he walked past her, Fluttershy realized it was her that had to make the attempt.

“Hello.”

Bumblebee did hear the tiny voice behind him. He stopped, slowly turning his head back to stare at the smiling Pegasus. She tried her best to hide under her pink mane, only one of her eyes visible. Despite it all, Fluttershy forced herself to wave at him.

It was as if he didn’t want to acknowledge that or he just didn’t see it altogether, because the next thing she knew Bumblebee just stared at her, open mouth and all, before he turned around and continued to walk silently away. Fluttershy’s wings fell. Her ears flattened. Her eyes began to tear up.

“Oh…okay…” she whimpered, standing back up and slowly following the large group back to Ponyville.

While there were friendly talks exchanged between the Autobots and ponies, mostly between Prime and Twilight, there were others who didn’t quite trust the other. Rarity didn’t like the way Cliffjumper threatened to crush her. Applejack didn’t appreciate it how Ironhide looked like he despised their presence. Pinkie didn’t like how Jazz ignored every word she said to him.

Rainbow Dash just didn’t like the situation they were in at all. It was like being with no memory-Optimus all over again, but this time the Autobots were feeling slightly threatened, and that made her feel threatened.

And none of them noticed the yellow Pegasus crying far behind them.



	


> Chapter 37-Creation
> --------------------------------------------------------------------------



Cybertron

The after war…




The Decepticon quickly fell to one knee, every fiber of his being telling him to bow once in the presence of his true leader. He refused to look up, both out of respect and fear. This fear was pure, this fear was ever growing. The guilt he felt in his spark had reached maximum levels. He had caused so much death, so much destruction.

The Decepticon had sworn to change his ways and follow the path of the Autobots. He had arrived to his last hope of redemption, the final resting place…of Alpha Trion.

Alpha Trion, the name that would soon become legend. The aging Autobot master was reaching his final circuits, every gasp of breath he took was a challenge he could only hope to overcome. The bot sat peacefully on a throne made of solid Energon crystals, the kind he had fought for to be turned into his deathbed. 

It warmed his spark to know there was still hope. Not for him, but for the Autobots. Never did Alpha Trion expect to find a Decepticon bowing at his feet at this day of age.

His rusted hearing processors could barely make out the Decepticon’s words.

“Forgive me for all the tragedies I’ve committed, for all the lives I have claimed, for the Energon I have shed, my sensei,” the Decepticon begged, his whole body quivering with the thought of the Autobot’s optics burning into him. “I vow to follow the path of true peace for as long as my spark shall function. I shall renounce my Decepticon ways and join the Autobots to victory. All that I ask…is for your blessings, sensei.”

It was silent for the longest time. The Decepticon, curious as to why it was so quiet, slowly began to raise his head. He knew it was a mistake when he saw the great Alpha Trion rise from his throne.

The Decepticon gasped and dropped his head almost immediately. His red optics found the reason to shut on their own when he heard the Autobot’s footsteps slowly approach him. He somehow found the reason to open his optics. He saw but two feet in his vision.

Looking upwards, the Decepticon nearly went into stasis when Alpha Trion stood in front of him. His stature was unfailing, his build was mind-bending. The Autobot literally glowed in front of the lone Decepticon. Alpha Trion, despite his reaching end, appeared like a true legend.

“Stand up,” Alpha Trion stated, his voice amplified by the thousands. Instantly, the Decepticon stood up, straight in posture with no signs of slouching. The elder Autobot gave him a once over, stopping at the glowing symbol on his chest.

“Tell me… What is that symbol you represent, young warrior?” the child of Primus asked.

The lone Transformer sadly looked down at his chest. 

Decepticon insignia, burning purple.

The Decepticon did his best to find a voice. “It…it is the symbol I bore during the early years of the war, sensei. Back then…all I knew was that I would be fighting for a cause I hoped to believe in. That cause is long gone…along with Megatron.”

“That isn’t the question I asked,” Alpha Trion stated firmly, frightening the Decepticon in front of him. “I asked what it represented.”

The Decepticon looked at the ground, suddenly feeling very small compared to the great giant glaring him down. He tried to speak, but his voice seemed distant and broken. 

“It…it represents…it repre…”

Alpha Trion interrupted by saying, “It represents the true nature of the Transformer race. We are capable of even the greatest advancements in technology. We were gifted by Primus himself to control our own destinies once we broke the chains of our hated rulers and banished them from whence they came. We were meant for much greater things than…this.”

The Decepticon followed Alpha Trion’s sad stare across the throne room. Large sculptures of past Primes now sat in rubble at the feet of Alpha Trion’s throne. It was sad, yet comforting at the same time knowing that Alpha Trion would be buried with his fellow Primes. The Decepticon turned back to the massive Autobot, his stare expectant.

“That symbol represents the true evil that the Transformers are capable of. The deaths of billions can only be known through that symbol. The fall of our great civilization can only be known through that symbol. The universe knows that symbol. Decepticon,” Alpha Trion finished, his only voice now low and broken.

He closed his red optics. The Decepticon knew his faults. He knew the cause he was once fighting for was not worth dying for anymore. Megatron was gone, that was a fact, but the evil still lived. The Decepticons were still rampaging.

“Young warrior…” Alpha Trion began anew, bringing up the Decepticon’s head with his pointing finger. “Or should I call by your name…Deadlock?”

Deadlock nodded.

“Very well,” the elder Prime spoke, stepping away from the small Decepticon. “You’ve seen the error of your ways. The lives you have taken, the lives of my brothers, your brothers, are on your hands and will forever be indebted in your soul. Your past crimes can only be forgiven one way…and you know what it is, don’t you?”

“I do, sensei,” Deadlock replied with a firm nod.

Alpha Trion then pulled out an item out of thin air into his palm. Deadlock couldn’t believe his optics. He was actually in the presence of the reality-bending Quill, an artifact from the Thirteen. It was still in perfect condition. Alpha Trion levitated the Quill into his right hand, pointing the glowing white end towards the Decepticon’s chest.

He spoke in the voice of a thousand sparks he was known for.

“Decepticon Deadlock, do you solemnly vow to give your life to the Autobot cause, to empower peace and tranquility throughout the galaxy and protect the innocent from all forms of evil as long as your spark gives you strength?”

Deadlock didn’t waste a second to answer.

“With all that I am.”

He felt a pinch of pain in his chest, and then everlasting bliss flow through him. 

Alpha Trion slowly reached forward and pushed the Quill gently against Deadlock’s chest. The light was so intense that the Decepticon had to look away. Alpha Trion stared straight into the light, he had gotten used to it so many times before. The descendant of Primus slowly traced the symbol of his people onto the warrior’s chest. It was precise, accurate, and filled with the light of hope itself. Alpha Trion made sure of this. For some reason…he felt this would be the last time he ever did this.

The Autobot pulled the Quill away, a gentle smile tugging at his face. Deadlock opened his glowing blue optics for the first time, taking in a large breath. He watched as Alpha Trion backed away slowly, his eyes locked onto his handiwork. Doing so prompted Deadlock to look down as well.

The Decepticon insignia was gone forever, and in its travesty…the Autobot was born.

“Welcome to our ranks…young warrior,” Alpha Trion congratulated, placing his mighty palm on Deadlock’s shoulder. Instead of answering back, Deadlock bowed.

Alpha Trion smiled in a way he hadn’t felt in years. The potential of this young Autobot was strong. Knowing his past from pure memory, Alpha Trion knew he had millions of years of training, his skills were perfected, and he had the heart and soul of a true warrior of the sword. Yes, the Autobots have truly gained a worthy fighter. 

The war was over…but Alpha Trion knew there would be a new fight brewing. Not of this world. An old student of his, Orion Pax, after leaving Cybertron found refuge in a very peculiar little world. That world was in danger, Alpha Trion could feel it. A dark essence had entered its inhabitants. It was a presence Alpha Trion knew personally.

Perhaps this was their only chance, and an excellent first mission for their newest warrior. He would definitely inform him of this mission soon.

“Oh, I nearly forgot,” Alpha Trion admitted, walking back to his throne and taking a seat. His gears crunched with a satisfying pop once he sat down. He watched as the newest Autobot took a step forward. Alpha Trion smiled and eyed the Autobot, having the Quill disappear from his right palm.

“What have you forgotten, sensei?” the warrior asked.

Alpha Trion sat back into his throne, his aging optics slowly closing.

“Have you decided on a new name, young warrior? It is not required, but most newborn Autobots find their new name to be a part of them…just like the life they’ve chosen to follow,” Alpha Trion responded, his voice sounding distant.

The Autobot below smiled.

“I believe I know which name I have chosen for myself…”



_______________



“I take it that you understand the mission?” the beast growled, a strange type of liquid dripping from its maw whenever words would dribble outwards. 

The massive face on the hologram grimaced in disgust, but nodded nonetheless.

The beast sat back into its throne. “We hold great trust with you, bounty hunter. Do not let us down,” it threatened in a tone far more cold than anything the bounty hunter had ever heard before. The creature received several nods in agreement from the others sitting to its side.

In the glowing green hologram, the bounty hunter gave a small nod, his glare never breaking with any of the foul beasts that sat on their thrones. His green eyes were forced to stare at them, and he hated every second of them feeling so much more powerful than he was.

“This is one hefty hunt,” the dark hunter mentioned. “It’d be a true shame if the target showed up dead to your throne room.”

Saying that caused an uproar amongst the band of creatures. The hunter chuckled in delight from hearing their continued bickering. Like children. Sadly, the fun ended all too soon. One of the creatures slammed a tentacle down on its armrest. 

“Unless you want to see a morsel of the reward we promised you, then I’d suggest you bring the target to us alive!"

The hunter almost shut off his hologram just to annoy them. That didn’t mean he wasn’t annoyed himself. Honestly, he’d rather bring a target back dead than alive. Yes, the payment was lower, but at least he wouldn’t have to deal with the screams of pain and terror from the bottom of the ship when he transported said target.

Instead of shutting off his hologram projector, the hunter nodded bitterly and growled, “This payment better be worth the useless words that I’ve heard today.”

Another one of the creatures grinned madly, his fingers slithering upwards to caress its own cheek. “Oh, don’t worry, bounty hunter,” the creature hissed. “You’ll have all the Energon you desire once you bring us the prey.”

They all could’ve sworn they heard the hunter mutter something under his breath, though they ignored it when he offered another nod.

“Consider it done,” the hunter told them, no designation of emotion located in his chilling tone. The massive green hologram in front of the creatures fizzled out until nothing but darkness began to creep into the throne room.

A low chuckle emerged out of the thickening shadows. All the other creatures turned their heads to their fellow brother. He was practically losing all sense of matter and practicality with his wicked laughs. They didn’t care. They all joined in.

With the hologram’s lights dying down for good, the creatures all stopped laughing, their attention brought to the eldest sibling.

“The fool,” the eldest announced loudly, his facial expression adopting a look of pure determination. His wrinkles writhed about like a serpent, his multitude of fingers tapping against each other in delight. “Once the Autobot is eliminated, we’ll have all the assurance we need to take back Cybertron. Prepare yourselves, my brothers…we’re going home very soon.”

The Creators all cheered.



_______________



Several days later…



He gripped the edges of his chair, his green eyes completely locked on with the targeted ship trying so desperately to escape.

The chase had lasted hours. Since he first found the target escaping Cybertron, he knew right away that it was a prize worth all the effort he put into the chase. He guided his ship through asteroid fields, planetary surfaces, and even close to stars. The target was fast, agile, something he never experienced before in the prey.

He loved every second of it.

By now, he’d gotten several excellent shots on the target. The ship was badly damaged, flames and pieces of the exterior armor wavering off into the darkness of space like alien creatures being blown away by an orbital strike, just like the good ol’ days. 

Even with the chase continuing past a small moon in the far reaches of the solar system, he knew the target ship wasn’t going to last much longer. It tumbled in space, its booster rockets shut down every few seconds, and it even managed to slow down enough for him to get a clear shot. 

It was as if it was giving up. Pity. It was a pretty exhilarating chase while it lasted. Unfortunately, all good things must come to an end at some point. The hunter, while enjoying the view of the shattered spacecraft a few hundred feet in front of him waver in zero gravity, brought up his pointing finger and tapped the nearest button on the armrest of his seat. 

Heat seekers? Too bland. Multi-rockets? He didn’t want to destroy the target within the ship. He still had a price over his head, more so if he was alive. The hunter continued to skim. He stopped, grinning.

Cruise missile. Perfect.

He tapped the image twice, watching as a little animation on the green-lighted screen displayed the projectile of his choice being loaded in, locked inside safely, and ready for launch. The hunter brought his green eyes forward on the target. Small crosshairs appeared on his ship’s front, locking on with the damaged piece in front of him.

The hunter brought his finger down.

Doing so caused the fires of Cybertron to be unleashed.

The missile shot outwards from below his own ship, connecting to the rockets of the prey. The ship erupted into blossoms of red and yellow, a massive wave of heat and death to connect to the hunter’s own ship. He didn’t hear the explosion, but he felt it. He felt the vibrations coursing through his chair and into his arms. It was invigorating.

His eyes shut from the brightness of the explosion. The hunter could still feel pieces of the target connecting to the front of his spaceship. Sighing happily, the hunter opened his eyes, shades of light green being one of the many lights glowing within the darkness of the bridge. In fact, mostly everything that had a light source inside of his ship shined light green. 

But when he opened his eyes…his smile faded away.

Out of the wreckage of the target ship, he spotted a blue light, a blue light that flew away. The hunter quickly reached his hand forward and brought up the heat seeker missiles. He tapped the image twice, watching as it loaded into the ship. The hunter brought his green eyes back to the light.

It was gone. He watched it disappear in a matter of milliseconds.

The hunter stared at open space for a good amount of time, wondering if that really just happened. It did. His mind wasn’t playing tricks with him today. He sighed, sitting back into his chair. His eyes closed.

How unfortunate. His tracker had completely gone blind. The target had escaped, that was for certain, but the hunter still couldn’t understand how it escaped…so easily. He was the best of the best, no hunt was too difficult for him to finish. He was handpicked by the Creators themselves to eradicate every last presence of the enemies in their path. Keeping them alive and delivering the prey to the Creators themselves equaled even more pay. How was he going to get out of this predicament? 

Would it be just as easy as weaseling away from Earth and the Dark Spark? He was lucky to have escaped with his life after that event. Since then, he’s stayed far away from that wretched planet and the Autobots that reside there. That still didn’t solve the current situation he was in now. An Autobot was on the loose and the Creators needed them all destroyed. He just let one of them get away.

He internally asked himself that same question over and over again.

Is the hunt worth the effort?

Lockdown opened his glowing green optics.

"The hunt is always worth the effort," the bounty hunter growled, basically telling his own thoughts to stuff it. 

He reached towards the computer screen in front of his armrest. His razor-sharp finger tapped the screen back to life. Just as he expected. His ship’s locaters tracked the target without faults or glitches. It was always important to have a fully functioning ship in these dire times. Lockdown made sure he was equipped with the best.

Lockdown noticed that the target was still moving, but it began to approach an area on his map that appeared to be…lost. 

Excellent. An unknown region, a challenge. Lockdown smiled wickedly.

“The hunt is far from over.”



_______________



Lightning broke across the sky, thunder cackling in vicious delight.

Rain poured down from the heavens with no remorse. With every drop impacting the grass, another would follow its path until all of Unicorn Range was practically flooded. Thankfully, the grasslands needed the moisture and absorbed all the rainwater it could get. It was a fairly hot morning and the grasslands needed the refreshment.

Not a soul remained in the abandoned range. Even the neighboring metropolis known as Cloudsdale that hung several miles to the north of Unicorn Range was practically silent. The night sky held no stars, only massively dark clouds with rain that poured for hours.

The darkness in the wild lit up when lightning showed its power aside the black clouds. Across the plains, several large footprints could be seen. While the rain continued to ruin the indication of visitors in the land, the footprints appeared to be all headed in one direction: out of Unicorn Range.

Despite the pounding of the powerful rain drops, the explosion of thunder, and the howling of the night wind, Unicorn Range was peaceful, not a life form to be seen for miles.

That is until the fire broke out in the skies.

Raging like a torpedo and with the speeds of a bullet, a massive piece of space debris entered the planet’s atmosphere and dive-bombed the grasslands of Unicorn Range. The presumed meteorite lit up the night sky the same time a flash of lightning did. It was never seen by any suspecting pony eyes.

The meteorite crashed in the middle of the plains, sending grass, dirt, mud, and water in every possible direction. For many yards the space debris pushed forward deeper into the earth, leaving behind a massive skid mark that ripped apart the ground.

As it came to skidding halt, the metal it was made out of screeched in protest while the fire still burning furiously on the outside was doused out by the rainwater. Steam resonated off the metal object from space. The heat acquired during when it was entering the planet’s atmosphere was being cooled down.

For several moments on end the space object just laid there, rainwater dripping down the sides of the object while heat continued to escape from it into thin air. A massive lightning bolt struck across the clouds, lighting up the area including the space debris.

It wasn’t debris.

From the light of the electricity coursing throughout the sky, the object appeared to have a dark sheet of glass covering the front portion while dangling pieces of metal and wires stuck out on odd angles, obviously from the impact of the landing.

A loud hiss accompanied the entire front of the object as it separated. As half of the space machine broke off and landed in the mud and grass, a being whose arm had pushed the front of the capsule off suddenly shrunk back inside the darkness that accumulated the inner workings of the space object.

It sat upright, a flash of lightning appearing behind the visitor.

The rain continued to pound heavily on the visitor’s neck and back. Its head slowly tilted upwards, two glowing blue orbs appearing in the darkness. Those two orbs looked around, taking in a full scan of the area. Although it was invisible to any wandering eyes, the visitor let a blue wave overcome the entire area in a light for a brief moment.

It saw everything. The darkness faded for a few seconds as the blue wave detailed everything around the visitor in small pixels. The visitor knew it was alone. Only for now, that is.

Swinging its legs over the side of the space capsule, the visitor was fully emerged out in the open with rain pelting its metal skin relentlessly. It opened its palm, five fingers falling outwards to catch the soft pellets of liquid falling onto him. Odd. It felt just like the rain back home. Maybe it wouldn’t be so different on this world.

The visitor took what little time it had to fully sweep the area once more. It sent another blue wave to cascade across the endless plains as well as the forest fauna nearby. Thousands of pixels appeared in its vision. Each one was analyzed, studied, and acknowledged in less than ten seconds. The visitor was completely alone. Not a soul for miles.

That left the visitor to observe the area again. Not just in pixels, but with its eyes.

Rain droplets pelted the soft substance it felt under its feet. Each drop it could hear, each drop it could feel, and each drop was telling the visitor that it was welcome to this world. The visitor turned its head towards the dark skies. Lightning clashed ferociously against the thunder, howling winds pushing the storm away from where it stood.

Not at all like the freak storms back home. Those consisted of death and ash from its fallen comrades in the wrath of warfare. This world was alive, healthy. It could feel it.

“Beautiful.”

The first words he muttered while on foreign soil.

Even though the visitor wanted to admire the beauty and grace of this world’s nature, he knew he had a mission to complete. He was sent to this world for a reason, a reason as clear as his mind and soul. He knew he was alone…for now.

The hunter was gone. The visitor managed to escape from his wrath during the fight through space. His eyes were trapped in-between the clouds, even farther past those to witness the stars and the cosmos above him. He could only count down the days until he was discovered by the hunter.

“Finally lost him…though I fear he’ll be back.”

The visitor brought up his wrist, pressing down on a small button with his pointing finger.

“Autobot signals have been lost, but their presence emanates throughout the area. Will continue search.”

A quiet beep followed after he removed his finger from the button. It was a sign that his audio log had recorded the personal message without trouble. He had a feeling he would be pressing that button a lot more frequently.

With nothing left to observe, not even nature’s lovely presence, the visitor took off at a slow jog into the heavy forest nearby. It would prove to be a good vantage point to stay hidden from the locals, and even help as to searching for the Autobots he was meant to find on this world. As he passed the first few trees jutted upwards from the wet soil, the visitor stopped.

He looked back and remembered his space capsule.

“Leave no evidence,” the visitor muttered, pressing one button he thought he’d never have to press on his forearm. He could hear the distant explosion of the space capsule he arrived in, followed by the shockwave hitting the tree branches as well pieces of metal shrapnel.

With small bits of metal hitting his shoulders, the visitor jumped upwards into the branches, catching himself and even continuing onwards to where his scans showed. The visitor was quite nimble, having acquired the skills from the teachings of his old mentors back home. Back then he learned that true warriors do not need brute strength and a foul attitude to find the ones he was desperately searching for. Turns out, all one needs is a peaceful mind and the patience to last years on end. This, plus many more lessons, was all that the visitor needed to keep him focused on the mission at hand.

Even with his scans clearing the area of darkness, the visitor felt was not only darkness around him, but inside of him. It was a darkness he felt once before, on his world with the treachery of tyrants he turned away from years ago. It was a darkness…he had once forgotten.

If the darkness were to try and consume him, the visitor knew he was protected from it. The Autobot insignia on his chest would guide him on his journey to find Optimus Prime.






> Chapter 38-Fate’s Treachery
> --------------------------------------------------------------------------



The only word the two sisters could mutter at the same time…

“Incredible,” Princess Celestia and Princess Luna said at once, their voices trailing off even at the sight of them all. Once their chariots touched the ground, once the guards of each respected leader bowed at their hooves, once they felt Ponyville’s dirt for themselves, that’s when they knew they weren’t seeing things.

Discord was actually telling the truth for once.

From memory, the two sisters recognized the Autobots as Jazz, Cliffjumper, Jetfire, Ironhide, and Bumblebee all standing together in a large group right in front of Princess Twilight’s castle. They also noticed Princess Twilight herself along with all of her friends sitting by the hills next to the Autobots. Optimus was with them, Discord as well.

Princess Twilight seemed to notice the two sisters’ approach rather quickly. She ran up to Celestia, giving her a hug. The solar goddess smiled warmly, looking down at her young unicorn pupil. She blinked, noticing the wings on Princess Twilight’s back. It was so fast. Sometimes she still needed to remind herself that Twilight was a princess now and not just a unicorn from Canterlot. Time sure does fly.

“I’m so glad you could make it on such short notice, Princess Celestia,” Twilight said to her as if she was out of breath. The rest of her friends came by her side, looking up at the princess rather expectantly.

Celestia gave a motherly chuckle with her response. “I’m so glad that Discord told the truth for once,” she said, looking over to see Discord playing darts with a clone of himself. He looked at her, a shocked expression on his face as he tossed the dart that his clone right in the pupil.

As Twilight walked over to give Luna a hug, Celestia brought her eyes over to rest on the five new Autobots in her presence. They all looked like Optimus before Rarity got her hooves on him. Rust and scratch marks painted their bodies while their Autobot symbols flashed red on and off. She caught them staring at her as well, their gazes either intrigued or uninterested.

Despite this, Celestia took a step forward, stopping herself when she noticed the area was strangely deserted. It was a little past noon and a not a pony was in sight.

“Twilight,” Princess Celestia called, catching the attention of the smaller Alicorn. “Do you mind telling me why Ponyville’s citizens aren’t around?”

Instead of Twilight answering, she watched as Rainbow Dash landed right in front of her with speeds the shocked the princess of the sun. The cyan Pegasus chuckled, wiping the rainbow mane out of her eye.

“Yeah, well, funny story,” Rainbow began, causing Celestia’s eyebrow to rise in suspicion. She could already tell Celestia wasn’t going to find it funny. “Um…we kinda didn’t want anypony to know anymore Transformers were in Ponyville until you got here. So…” she stopped there, sweat trailing down her forehead.

“So…what?” Luna asked, appearing by her sister’s side.

Celestia placed her hoof on Luna’s shoulder, taking another step towards Rainbow Dash. She said to her, “I’m very glad that none of you told the ponies in this town that new Autobots had been discovered until I arrived, but how did you all manage to bring them into Ponyville without one of the Royal Guard seeing them?”

“Oh, that’s where the true magic comes in, princess,” Discord chuckled, teleporting next to Celestia and Luna. He whispered, “I enchanted all the eyes of Ponyville’s citizens. They’re as blind as bats.”

Hearing this, both sisters turned back to look at a mare and a stallion bump into each other, their eyes as wide open as can be. Other ponies continuously walked into building sides or other ponies. Celestia sent a cold stare towards Discord.

“I don’t think that was rather necessary, Discord. We’re going to have to reveal these Autobots to the ponyfolk as well as we did Optimus,” the solar goddess told him, earning a huff from the draconequus.

“None of you are any fun anymore!” Discord whined, a defeated tone escaping his lips. He teleported onto a large chair while reading a magazine. He sat there silently for several minutes, quietly listening to the conversation.

With Discord choosing to remain silent (thankfully), that left Princess Celestia and Princess Luna to meet the new arrivals. With the other mares by their side including Princess Twilight, Celestia could hear them talking about several blurry statements. She had lost her focus on them after a few more steps, her gaze locked with the Autobots.

She studied them. Her ancient eyes observing not just the outside of the appearance, but their inside as well. What she saw was a dark presence she had only felt once before. Back in Sweet Apple Acres’ barn when they were supposedly to meet with Optimus Prime, she felt the same darkness she was feeling now. They all had a tale to be told. How they awakened, what they first saw, and if they remember anything…anything at all. That’s what she feared the most.

Stopping about ten feet in front of the one called Jazz, Princess Celestia instantly noticed the other four coming to his side, their giant shadows cascading over the princess. However, she appeared to shine in the darkness, which surprised each and every one of them. And unlike the white one, the smaller blue one seemed to morph with the darkness of their combined shadows, as if it was her element to be one with the dark.

With all their blue eyes focused on her, Princess Celestia cleared her throat, offered the friendliest smile she could ever give, and spoke clearly and heavenly.

“Greetings. My name is Princess Celestia, ruler of Equestria and bringer of the morning sun.”

“And my name is Princess Luna, co-ruler of Equestria and bringer of the late night moon,” Luna added in, giving her older sister a little smile.

Jetfire’s eyes went wide. He pointed one of his fingers towards Celestia. “Hey…Discord told us about you. I thought your name was supposed to be Sunbutt?” 

Celestia could hear Discord struggling to contain his laughter from above. She simply shook her head, giving an amused smile. “I assure you, my name is Celestia.”

The five Autobots all nodded, but shared some equally confused looks with one another. Cliffjumper crossed his arms, Ironhide following his actions. Princess Twilight as well as the other five mares all listened in carefully for what Celestia had to say. Pinkie couldn’t keep still from the excitement and Applejack had to slam a hoof onto her tail, keeping her planted to the ground.

“From the tall tale I was told by Discord not too long ago yesterday, I assumed he was simply lying like he normally does,” Celestia continued, waiting to hear if Discord had anything to say. He only mumbled something she couldn’t hear, presumably a sarcastic remark.

“But…I am glad to be wrong,” Celestia said, her voice as smooth as velvet. “It is truly an honor to be in the presence of the heroes of Equestria, and before you say anything,” she quickly added, noticing Jazz holding up his finger to stop her. Jazz lowered his hand as Celestia continued, “I must ask you all one thing: Do you have any recollection of who you might be or where you came from?”

It might seem like an odd question. But it wasn’t, at least not to the Autobots.

Jetfire shrugged, his arms crossing over each other. “We don’t even know our names,” he sadly muttered. The others seemed to share his sad tone, their heads dropping to stare at the dirt.

Celestia’s fears were true all along. They shared the same fate as Optimus Prime. This meant that not only would they have to deal with trying to find a cure more vigorously now more than ever, but Twilight and her friends would have to help them discover who they were. Decepticons were now a high-level threat to the world, and they had six Autobots who didn’t even know their true identities. 

Princess Celestia knew that she couldn’t keep these Autobots in the dark just like she did with Optimus. The truth was overwhelming to the Prime, but he seemed to have embraced it rather easily. Perhaps they can just as well…

With her thoughts cleared, Princess Celestia nodded in understanding, staring up at each Autobot with calming eyes. They didn’t know how or why, but they felt safer when she stared at them that way. It was as if her gaze held the protection they’ve needed since the day they opened their eyes and got shot at.

“I am truly sorry to hear that, Jetfire,” Princess Celestia said to him, catching the Autobot by surprise. Not only did she address him, but she addressed him by his presumed name. He had a name now, and it felt…right.

She continued, “But what you all need to know now is that this town right here,” she stomped her hoof into the dirt, “will shelter and house you from the horrors of the outside world. Whatever evil that attacked each and every one of you will not enter this town while my guards are here. We will protect you, accept you, and welcome you until your memories shall return, and even then we will never turn you away. With that, I give you my solemn oath.”

The princess bowed before each of them, Luna doing the same. 

“It has been a true honor,” Princess Celestia said before turning around and walking away. Princess Luna followed, leaving the five Autobots shocked, confused, but strangely feeling…good. They didn’t by all means trust every word she said, but she seemed to be genuinely concerned for them and their safety. 

That’s why they didn’t leave.

After turning away from the Autobots, Princess Celestia stopped in front of the young princess. Said Alicorn Twilight Sparkle stared at her mentor confused, her mouth open but no words flowing past her lips. Luckily, Applejack took a step forward, saving Twilight of trying to explain when she seemed to have lost her voice. 

She seemed to take the words right out of Twilight’s mouth when she asked, “Um…princess, don’t ya wanna tell the Autobots the truth jus’ like ya did with Optimus?”

“Actually,” Celestia answered, looking down at the purple Alicorn, “I was hoping Twilight would do that for me, as well as her friends.”

Twilight’s eyes grew wide, but instead of losing her voice she captured it and used it.

“Wait, me?” she asked, placing a hoof on her own chest. “You want me to tell them the whole entire truth? Where they came from, what their names are, their history, and everything else?”

Celestia nodded, but Luna answered her by saying, “We have a lot of work to do in Canterlot for the time being. And while we continue to search for the right spell to heal each and every Autobot, we would assume it would be right to let them know straight away.”

She sighed, looking over to Optimus Prime chatting with Discord.

“We do not wish to make the same mistake again,” Princess Luna muttered.

Twilight finally understood the meaning in Luna’s words. She nodded with a determined smile, the rest of her friends joining her. Celestia smiled as well, resting a soft hoof on her sister’s shoulder.

“Well, we best be off,” Celestia sighed, earning a nod from Luna. As the lunar goddess quietly walked by the six ponies, Celestia leaned down to them, catching their attention as she whispered, “Oh, and don’t forget to tell Discord to give the ponies of this town their sight back. They might as well be seeing their own heroes before their eyes.”

“We will, princess. You won’t have to worry about a thing,” Twilight told her. Princess Celestia gave each one of them a warm smile, wrapping her giant wings around the group of six and hugging them.

“Good luck, my little ponies,” Celestia whispered to them as a mother would.

As her wings shrunk back to her sides, Princess Celestia left the six baking in the afternoon sun. She followed her younger sister back to the chariots. Speaking of Luna, the princess was already waiting in her own dark chariot, a yawn making its way past her mouth.

“Can thou go any slower?” Luna teased, earning a sly grin from Celestia.

“We’ll see,” Celestia replied, sitting down in her own righteously beautiful chariot. The Pegasi in golden and blue armor quickly returned to their stations. Securing the harnesses, each stallion gave a loud snort, flapping their wings and kicking off the ground.

Princess Twilight and her five friends watched as the two rulers of Equestria disappeared in the afternoon sunshine. Twilight wondered if when they got back to Canterlot they would go straight to the Archives and get right back to searching. Or maybe they would deal with the search for the Crystal Heart. She really didn’t know which one was more important.

But she did remember Celestia’s words, her orders given to Twilight.

Taking in a deep breath and relaxing herself, Twilight let her wings stretch outwards, making her appear more regal just Like Celestia would do. She turned around, only for her wings to snap shut when the five Autobots were suddenly crowded around her. Fluttershy shrieked in surprise.

Ironhide stared directly at Twilight, causing her to shudder under his gaze.

“Now,” he began, “what were you and Princess Celestia talking about? The truth?” The other four Autobots nodded in agreement, none of their stares loosening on the Princess of Friendship.

Twilight bit her lip and turned her head back towards her friends. They all nodded to her, giving her warm smiles of encouragement to go on. She closed her eyes and let loose a heavy breath. When she opened her eyes, they were just as hard, if not harder than each of the Autobots’. It was the stare only a leader could have.

However, that stare didn’t last long when Jazz spread his arms out and practically yelled, “Well? We’re waiting!”

Twilight looked at the ground nervously. After forcing her eyes up and forward, she stared at each Autobot silently. Their unamused expressions could only tell her one thing: Hurry up or we’ll leave. Maybe Celestia should’ve told them herself after all.

“Alright…” Twilight began, her voice falling away, “do you guys just want the truth now or should we wait a little later until you’re more…comfortable.”

“Now!” each Autobot, including Bumblebee, shouted in unison right away.

Twilight mentally slapped herself for acting so stupid. She nodded in understanding, clearing her throat loud enough for each Autobot to hear. With whatever memory she could gather from Celestia’s speech yesterday, Twilight began the long explanation of the Transformer’s history.

“So…I guess it all began years ago on the distant planet of Cybertron-”

“Wow. I’m already bored,” Cliffjumper yawned.

All of Twilight’s friends face hoofed and groaned as perfectly as a chorus would. Princess Twilight was busy trying to hide her blush. A blind stallion behind the entire group walked right into the lake behind Twilight’s castle. Discord couldn’t help him because he was laughing so hard.





> Chapter 39-No More Power
> --------------------------------------------------------------------------



“Standing alone, the Alliance of Alien Activity holds the strongest military force in Equestria. Within a couple years, we can have the most powerful military this world has ever laid eyes on. Our weaponry is unlike anything ponies have ever dreamed about, probably because most of our designs were influenced from your own Cybertronian technology,” Noctune addressed the Decepticon to his left.

Shockwave listened carefully to Noctune’s words. His attention was captured by one of the many airships taking up the flying zone above Vanhoover. The airship lowered to the ground of the landing strip where many Alliance workers motioned it downwards with their glowing sticks. 

In the landing strip, many vehicles packed and unpacked several supplies from numerous countries across the globe. While Alliance workers carried the packages back into the headquarters, Shockwave caught a quick glance, noticing the packages were all the way from a place called the Griffon Kingdom. He remembered such a place during the invasion. He remembered sending War Machines there.

Despite the fair trade, money from the Alliance for supplies, Shockwave took notice of the devastating weapons of destruction the Alliance had created. He was quite impressed to say the least.

Tanks, similar to the design of Decepticon Marauders, strolled onto the landing strip. It seems Noctune truly embraced the Decepticon designs and shifted it into his own imagination. These machines had six legs, three on each side. It walked like an Insecticon would, slightly loud metal footsteps erupting from its thunderous steps. 

As more worker ponies stepped in front of it, their hooves raised, the top of the tank opened up, revealing an Alliance solider inside laughing at something, presumably his own pathetic joke. Shockwave heard the joke from a mile away and found no humor in it. However, the worker ponies found it quite entertaining and joined in on the laughter. 

Simple-minded creatures.

Shockwave kept his thoughts to himself in hopes of not angering his pony ally anymore. The two stood atop a large podium overlooking the training grounds and landing strip of the Alliance’s headquarters. While the weaponry impressed Shockwave due to their effectiveness, there was only one thing the Decepticon found troubling.

Noctune noticed Shockwave’s eye studying more of the tanks entering the landing strip. He gave a half smile and motioned his hoof towards the metallic beasts.

“Spider Tanks; the heart of the Alliance’s military power. These were one of the first designs I had planned when the AAA was formed a year ago. The scientists absolutely loved trying to see how directed Energon blasts could be used as a weapon of pure destruction. These beasts are run on pure Energon shards, all of which are found from my…special supplier.”

The dark brown pony smiled up at his Decepticon ally, only to realize that he wasn’t truly paying attention to what he was saying. He frowned, noticing the right hand placed on his hip, his purple eye focusing on one certain area. Noctune followed his gaze, only sighing when he spotted it.

The recruits.

Beyond the landing strip and the armory, there were the training grounds. It was designed for one thing only: train young soldiers who wanted to change the world. Together, they watched the soldiers dash across the obstacle course, fire numerous weapons into the firing range, and even fight each other one on one in the dirt. Other crazed stallions surrounded the two fighters, cheering them on as the two tumbled together.

Shockwave shook his head slowly, earning a rising eyebrow from Noctune.

“Anything you’d like to add, partner?” the pony growled.

The Decepticon motioned his hand across the landing strip, armory, and training grounds. He began to speak, his cold voice sending shivers across Noctune’s skin.

“What you might see is a new era for Equestrian society. Military, technology, and an army equipped with the weapons capable of causing a shift in the order of peace and tranquility this world has. What I see…is a group of misbehaved, uneducated, reckless ponies playing with very dangerous toys.”

“I understand that our soldiers haven’t performed their duties the way I want them to,” Noctune quickly stated, “but that’s why-”

“Allow me to finish,” Shockwave interrupted sharply. Noctune took a step back, clearly surprised. Nopony has ever raised their voice to him before. It felt strange being yelled at.

Shockwave turned his head back on the brawl occurring in the training grounds. “If we’re going to change this world, then your soldiers are going to need new discipline, as well as new battle strategies and training programs. They must be required to take orders swiftly and effectively in order for the plan to succeed.”

“I’ve already threatened them with death if they retreat from a battle,” Noctune shrugged, looking up at the dark purple alien. “What else can I do?” 

The Decepticon shook his head again. “That is something you and my former master share. They control their armies with fear, which result in nothing but the deaths of millions and very little accomplishments. With this new…partnership…I hope you understand that there will be great change coming upon your Alliance so that the plan may be fulfilled. And as you told me…change can be good.”

Noctune found himself nodding. Wait. Seriously, he was agreeing with the thing that insulted his soldiers, interrupted him when he spoke, and threatened to change what he worked hard to create for over a year? 

Yes, he was, because deep down…Noctune knew that there was some truth hidden in Shockwave’s words. His soldiers were misbehaved and needed new leadership. He wasn’t being replaced by any means, but in short Noctune was simply getting an extra hoof of assistance. Or should he say…hand?

“I understand,” was all the pony could say.

For several minutes the two just stared into the sunshine, watching the Alliance work. They shared small chat here and there, but ultimately leading the conversation nowhere important. Most of Shockwave’s words were pieces of helpful advice, to which Noctune either stored away into the remnants of his shattered mind or ignored.

The door behind the two creaked open.

“Sir, I’m sorry to interrupt your meeting…but we might have a problem.”

Noctune recognized the voice instantly. To Shockwave the voice was completely new.

The two turned around at the same time. Standing right in front of the closing door was a fearful, tan-colored unicorn. His unnaturally large eyes were glued upon the massive Decepticon staring him down with that lifeless purple eye. The unicorn swallowed down his bravery, shifting his gaze over to his commanding officer. For the first time in his life, Noctune’s stare didn’t seem so intimidating as before.

It was only recently did Noctune appoint Brimstone as the Alliance’s head messenger. Strangely, nopony else seemed to want to take the job, and of course there was the incident with their last messenger. Noctune didn’t know what happened. He was certain that the meeting in the land of the Minotaur’s went without problems. All he received in the mail room the next day was his old messenger’s bones in a box.

He just didn’t know what went wrong.

Maybe Brimstone was the only pony in the company who could’ve survived Noctune’s harsh orders without completely wetting himself. That was most likely the answer.

Brimstone approached his commander while doing his absolute best to ignore the stare he received from the Decepticon. He saluted, sweat pouring down his brow, as he said slowly and perfectly, “We recently received word from our spies. There has been word in Fillydelphia that your client Stock Share has been illegally selling our products to the griffons for a heavy bargain. Right now, his company owns over two hundred thousand gold bits from the arms deal,” he said, nervously shifting his eyes over to the alien only once. “I got here as fast as I could, sir.”

Now, that was misfortunate. 

Noctune had always received aid from the Griffon Kingdom, mostly money and proper supplies for his workers. All Noctune offered in return was protection from alien invaders. As the months went on, however, the Griffon King wanted more than just protection from a different country. He wanted to protect his own citizens with advanced technology like the ones Noctune created. The pony refused to send them weaponry for a reason: It was his creation. He deserved every bit of it. If there was trouble, the Alliance would take care of it.

Maybe that’s why other countries stopped sending him aid recently. They wanted the Alliance’s weaponry in return so they could protect themselves. Of course, Noctune refused to release his technology to the rest of the world, remembering his promise to Celestia as support for his reasoning. Sometimes, Noctune just wished he could go back to the good old days where creatures from across the globe would beg at his hooves to protect them. 

The again, that was just the good old days. Riots, chaos, panic. 

Brimstone allowed his worries to be cast aside when he saw his boss nod in understanding. He let loose a breath of relief when Noctune waved him away.

“I’ll solve this problem, Brimstone,” Noctune told the unicorn. After a few seconds, Noctune lifted up his head to see the pony still standing behind him awkwardly. “That’ll be all, Brimstone.”

Saluting in response, Brimstone left the two alone on the balcony. As he closed the door behind him, Noctune could’ve sworn he heard Brimstone muttering the word “stupid” under his breath. Probably degrading himself like usual.

When he was certain they were alone again, Shockwave brought his head down towards Noctune, addressing him with a cold tone.

“Just what is it that this ‘Stock Share’ would hope to accomplish from illegally selling your supplies?” Shockwave asked, noticing the pony’s attention turning towards him. “Also, why would you send him supplies in the first place? I thought you were trying to keep the Alliance’s weaponry for your own uses.”

The pony gave a heavy sigh, turning to face the sun being blocked by the upcoming storm clouds. He said, “I suppose that would be my fault. You see…the countries that supported us for over a year have turned their backs on us. They wanted more than just protection from the AAA. They wanted our designs and advancement in technology so they could protect themselves When I refused to send them weaponry, they stopped with their generous aid to our cause. Now, our only support would have to be the Griffon Kingdom.”

Noctune sighed once more. “Even with his majesty’s aid, we were running low on money and supplies. Unfortunately, rather recently actually, we had to turn to a smaller company with dreams just as big as ours. This happened about a few months back, and this spoiled…freak…named Stock Share said he could give the Alliance the aid we needed so that our company wouldn’t fall apart. In exchange for money, we gave Stock and his company Alliance weaponry.”

He chuckled wholeheartedly, though it felt saddened and weak. 

“I made sure that the weapons we sent them were defaults, unfinished. I was kinda wondering when he was going to figure it out. That’s probably why he’s selling them to the griffons now. They might know how our tech works so they could reverse engineer it to their own design.”

Noctune shook his head. “This betrayal will not go unpunished,” he said with such a calming tone, almost like he didn’t care for it, or he was simply holding in his anger. Shockwave went with the latter as it would fit Noctune’s behavior.

“What do you plan on doing about this?” Shockwave asked, his lone eye scanning the full landing strip. He found the silence that occurred next to be…disturbing. Turning his head towards Noctune, Shockwave instantly noticed the half grin, followed by the quiet chuckles escaping the stallion.

He smiled up at Shockwave. “I think I’ll take a break on this one. In fact…why don’t you take over the operation, Shockwave?” The Decepticon took a step back this time, clearly surprised.

Noctune continued, facing the landing strip below. “You seem to know more about these kinds of missions better than I do, and it might help get you associated with the Alliance soldiers,” the stallion said, stopping himself when a new idea popped into his head.

“Yeah…that could work,” Noctune muttered, turning his head to stare into Shockwave’s lonesome eye. “Take as many soldiers as you want, use any strategy you think would be necessary, and give Stock Share a reason never to betray me again.”

Shockwave stared quietly into Noctune’s eyes.

“I thought you told me once before that betrayal of the Alliance results in immediate death,” the Decepticon said.

The pony smiled, all teeth shown, his eyelids barely open.

“It does, doesn’t it?” Noctune mused on the subject. 

Shockwave seemed unsure for a few seconds. His head turned away, but inside he was contemplating the situation. He looked at Noctune once more, asking, “Are you sure you wish to allow me to take command of this mission?”

He expected a different response, probably one explaining that he was mistaken. Instead, Shockwave received something much unexpected from the creature he once deemed unworthy of living…so long ago.

“You have my full trust, Shockwave,” Noctune told him, shocking the Decepticon into silence. “I think it’s time the Alliance had some new leadership for a bit,” he said, turning up to smile at his newest ally. He saw no life in the Decepticon’s glowing eye. No passion, no heart, no love, nothing. It’s just what he always wanted in a partner.

“And as you have told me…change can be good.”

With that said out in the open, Noctune turned and walked away, his hooves clopping against the marble. Shockwave stood there in the darkness of the afternoon, a few raindrops landing on his shoulders when the sun was completely covered by the heavy, thundering clouds.

He heard one more thing come from the pony behind him.

“I expect to hear of Stock’s fate in Fillydelphia before midnight tonight. Do I make myself clear?”

Shockwave faced the runway, the Nemesis appearing from the cloak of shadows above the Alliance headquarters. He nodded.

“Crystal,” Shockwave muttered, his purple eye flashing bright red.






	
> Chapter 40-Memories of a Madman
> --------------------------------------------------------------------------


Cybertron

342 years earlier...




Shockwave slid his finger down the sickening blade, enjoying the noise it made.

After a full day’s worth of surgery, the scientist longed for an Energon cube to restore his weakened circuits. But that would have to wait for at least a few more cycles. He had one more patient left that needed tending to. The liquid Energon painted across his claws and chest would keep him focused on just what was waiting for him after the final operation.

Seeing past the darkness in his observation post, Shockwave turned back towards the flickering light above his head, his only source of light. Usually, the computers would’ve offered some life to the shadow-engulfed room, but with the lack of proper Energon and power supplies Shockwave was left with only a few working lights.

He punched the wall to his right. The light above him stopped flickering.

“Excellent,” Shockwave mused, bringing his face down to stare at his prize.

He hung from his own two limbs, the rest of his body limp and lifeless. Shockwave made certain that all the Autobots he scavenged were broken and nonfunctional. He didn’t want any surprises during the surgery. Shockwave didn’t want the Autobot leader to wake up during the middle of it all.

Yes, Optimus Prime hung just like a victim from Shockwave’s past operations. The chains rattled quietly as Prime’s lifeless body swung back and forth ever so slowly. Just watching the last Prime at his complete mercy gave Shockwave a reason to continue. It’s not like he needed that anyway. Shockwave would’ve gone through with the plan no matter what.

Shockwave gave the fallen Prime a once over. He shook his head, muttering to himself, “You were truly meant for great things? Not in this life I’m afraid.”

He remained silent for seconds he refused to keep track of. Shockwave reared forward and jammed the blade he held in his right hand into the slit in-between Prime’s chest. The sound of the dagger against the metal made a horrifying screech as Shockwave dug even deeper to find what he was looking for.

The scientist found it rather easily. He quickly snapped his wrist sideways, earning a satisfying pop from the Prime’s chest.

Being familiar with the other patients and their inner components, Shockwave found that opening the chests of Autobots to be quiet easy. He backed off from the silent Prime, watching as his chest broke off into three separate pieces. Inside the darkness of his open chest cavity, a light shined.

A light shined so strong that soon Shockwave was engulfed in it. The scientist brought up his good hand to block out the bright rays. He didn’t have to hold it there for long. The light dimmed after a few seconds had faded away, leaving but a blue glow in Prime’s open chest.

With his one light source above him, Shockwave approached the last Prime, his purple eye gazing into Optimus’ chest. Inside he saw his one true prize, the relic he had been imagining ever since he first found Prime’s body hidden in the rust. The light he had felt before was not just from Prime’s spark, but it was from the artifact he earned so long ago.

The Matrix of Leadership.

To many, it was a beacon of hope and peace, the very spark of Primus himself. Optimus Prime had carried it through the Great Exodus to the battle for Equis. Never once had it failed him, never once had it not saved all who fell to war and turmoil. Whenever any eyes were capable of grasping the Matrix’s light, it would immediately fill the watcher with hope to carry one, to fight to the bitter end. 

Shockwave felt nothing as he stared into its light.

Just like how he felt nothing when he reached forward and ripped it out of Prime’s chest.

Nothing happened, just as he expected. Shockwave gave Optimus one last look before he brought his attention to the relic resting in his hand. It was slightly heavier than he expected, but not too heavy to where he couldn’t hold it with one hand. The Matrix itself didn’t truly catch Shockwave’s attention that much. For a spark of Primus it didn’t seem so interesting now that it wasn’t in Optimus’ possession.

Something did catch Shockwave’s interest, though. The blue light in the center of the Matrix dimmed lower and lower until it faded completely dark. 

“Curious,” Shockwave told himself as he looked over the Matrix for a few more seconds. He placed the ancient relic down carefully on the nearest surgical table, liquid Energon dripping down the sides. “One down…” he muttered quietly, turning back towards Prime’s chest.

It was dark, as expected, but wouldn’t be for long. Shockwave knew of this since it already happened with the others he worked on. He mentally counted down…

A dim blue light suddenly appeared in the darkness.

“There we are.”

Shockwave turned around back to the surgical table. Gently caressing the tools with his good hand, the scientist found what he was looking for rather quickly. He remembered placing it there from last time. The sickening tool had two edges, each one sending little volts of electricity through Shockwave’s hand once he picked it up. He didn’t mind it. He plugged the device into his wrist, feeling the electricity course through his circuits.

Facing the fallen warrior once more, Shockwave approached Prime with the tool in hand, his purple eye gazing into the lonesome light in Optimus’ dark chest. He made sure Optimus was raised higher above the ground so he didn’t have to bend down to do his work. He’d rather stand for what was coming next.

Shockwave stopped right in front of Prime’s open chest cavity for several seconds. For that long time, all Shockwave did was stare into the dimly lit hope of life Optimus had beating inside of him. It was all he had left from falling to death’s cold grasp. Though that would give Shockwave a tremendous amount of relief to be rid of the Autobot leader, he had a different plan for Prime’s fate that would benefit in the suffering of many, many others.

He gripped the tool in his hand, lifting it up towards Prime’s chest. Once the device was inside of the darkness, Shockwave gently impaled the device inside of the light, watching as it amplified even larger, giving Shockwave a bigger picture of what the device found.

The information captured from the light soared through the device and into Shockwave in a matter of milliseconds. Out of all the others, Optimus held the most information, the most history, and the most knowledge. Once again, he expected it from the Autobot leader. Optimus was certainly wise, having gained that knowledge from the Matrix of Leadership. But with it now gone, Shockwave could feel those lessons and strengths fading away.

What he found next was what Shockwave was hunting for.

The happiness. Not the same happiness Optimus once had before the war, but a happiness…that was quite recent. He could see it now. Prime’s vision was Shockwave’s. He could see their smiling faces, their laughter, and their friendship. It was absolutely disgusting. Just like all the others, Prime was just as weak having befriended such creatures.

“You bring great shame upon us all, Optimus Prime,” Shockwave told him, his cold tone tearing deeper into Prime’s spark than his device was currently doing. “These memories will have to go, I’m afraid. Surely you understand? I cannot allow such filth to exist inside my brother’s mind, now could I?”

As expected, Prime remained unresponsive. His dark eyes remained without life.

Shockwave didn’t speak to him anymore. He remained silent throughout the operation, his device tearing apart Optimus’ spark, ultimately destroying all of his memories. His rise as Autobot leader, the skills he learned after millions of years on the battlefield, the Great Exodus, the Equestrian War, the friendships he made…

Gone.



_______________



Unknown region

June 27, 1985






The dust picked up rather quickly when a Datsun 280Z police car came roaring by. Its engine could be heard from miles away, probably because it was in the middle of nowhere. Mountains and prairies stretched as far as the eye could see. Even with the rough terrain, the police car zoomed right on past the hills.

It drove so precisely, so coordinated. On first glance, one would think the driver was secretly a professional just spending his or her vacation out in the blazing hot prairie. That, however, was not the case, nor would it ever be the case when the police car stopped right in front of a mountain, dust quickly overcoming the vehicle.

With the dust keeping the vehicle hidden, a strange nose erupted inside the fog. It was a sound not heard before on the planet, a sound that was completely alien.

When the dust and sand had settled, a towering giant stood proudly on two legs. 

The giant gave the entire area a clear sweep. He was alone, not a being in sight, presumably…a human being. 

Prowl faced the mountain, the dust in front of his face completely fading away to reveal the Ark. For now, the Ark was his only home in this world he didn’t belong with a war that was far from dying. He could remember the Ark’s glory back on Cybertron, how it could harbor hundreds of Autobots inside. Sadly, only he and his crew were the only ones to escape the forgotten planet.

Now with the Ark merged inside of a mountain, Prowl still didn’t know how he could be living in this thing. That mountain looked like it could crush the entire inner structure within seconds. But thinking that logically wasn’t his duty. That was mostly Ratchet’s job.

He didn’t want to stay out in the open for too long. Without any reason to keep standing there, Prowl walked inside of the darkness the Ark’s opening revealed. 

His footsteps could be heard throughout the walls and corridors of the Ark’s inner sanctums. Barely any lights lead him forward, but he didn’t really need any lights. By now, Prowl could walk throughout the entire Ark with his optics deactivated. He’s been in and out of the ship too many times to keep that memory sealed away.

Thankfully, the lights that were once dim were now full and gave the next room plenty of life. Prowl already knew which room he had stepped into. The bridge. 

Several jagged rocks stuck out from the ceiling and shattered windows that once showed the glories of endless space. Rust had pretty much rotted most of the computers, leaving the entire Ark dysfunctional for all time. However, Primus seemed to be watching over them that day they were all awakened. Teletraan 1 was still operational.

He wasn’t alone inside the bridge.

Three taller beings stood in front of Teletraan 1, their bodies hunched over and whispering words not even Prowl could hear. The two smaller ones to the sides of the giant one seemed to do most of the talking. Prowl didn’t know this from what he could hear, he knew this because those were two of the most well-known scientists in the Autobot ranks.

Ratchet and Wheeljack. 

They seemed to be discussing a serious topic with their leader, his heavy shoulders sagging and his massive head as low as can be. Prowl did the polite thing and waited by the exit, his back pressed against the nearest wall. He crossed his arms and closed his eyes.

As time went on, Prowl still questioned their fates. Their lives were permanently grounded on this world, and while most of the humans have accepted them to their home…others haven’t. As if they didn’t need any more troubles, they still had Megatron and his forces to deal with almost every single day. 

Prowl didn’t know how much longer he could keep on going in this unending cycle. The Decepticons would attack, they would rush in with guns blazing to save the day, and Megatron swears vengeance, yada, yada, yada. The Autobot only feared that one day…everything would suddenly turn. He prayed to Primus that day would never come, but he knew it was inevitable.

“Good to hear, Prime. We’ll see ya outside.”

Prowl opened his optics, his blue eyes landing on the two scientists walking right past him. Ratchet offered a friendly smile to his presence. Wheeljack did the same, though Prowl couldn’t tell since he didn’t really have a mouth. He sent each of them a nod in return, his head turning back to watch them disappear into the dark corridors.

He brought his gaze back, nearly falling backwards when Optimus Prime was standing in front of him.

His first instinct was to salute his superior. Being the uptight bot he was it was only the respectful thing to do. So he did. Optimus looked up from the object he held in his hands, his blue optics showing signs of true dread and terror. He observed Prowl’s stance, knowing he wouldn’t stop saluting until he was addressed properly.

“At ease,” Optimus muttered.

Prowl relaxed. He reached out his hand, his mouth opening to tell Prime what he found while on recon, though he couldn’t seem to get the words out. A purple mist was emanating from Optimus’ hands. Prowl brought his gaze downwards to see what was causing it.

He was…bewildered.

Sitting in Prime’s hands was a replica of the Matrix of Leadership, or what appeared to be the exact opposite of it. Instead of its orange paint and glowing blue heart, this device was colored light silver, a heavy purple light doused within its center. With the purple light came the fog that floated from its heart. The fog gently hovered close to Prowl’s face. The Autobot was smart enough to back away rather quickly before the fog could reach him. The fog faded away, though it looked like it retreated back to the device. 

Optimus watched as his fellow Autobot pointed a shaky finger at the relic in his hands. 

“Um…Prime…what is that you’re holding exactly?” Prowl asked, his voice uncertain as if he really shouldn’t be in the same room as it.

Instead of feeling the same uncertainty as Prowl was feeling, Optimus merely switched the device to his right hand, his other pointing to it.

“You have nothing to fear, Prowl,” Optimus assured him. “Ratchet and Wheeljack have concluded that the Dark Spark wasn’t at full power, so its corruption would not be dangerous…at least for now.”

“The Dark Spark?” Prowl asked, taking a step forward with his optics locked on the condemned relic. Optimus nodded, holding the device up a little higher.

“I’m afraid I haven’t discussed this with any other Autobots. Honestly, I’d rather have this be kept a secret, especially from Sideswipe and Sunstreaker. Knowing them, they’ll probably spread the word of the Dark Spark’s power to the others before I can even hope to stop them.”

Prowl’s optics widened. He pointed back into the dark corridors and said, “So…I should probably leave now since you don’t want anybody else knowing about the…”

Optimus raised his left hand, silencing Prowl’s sentence before he could’ve ended it.

“It’s quite alright, Prowl. You might as well see what we plan on doing with this…” his blue optics slowly attached to the darkness resting on his right palm, “…sickening weapon. I can trust you won’t reveal this to the others…?”

The white Autobot nodded, offering a little smile.

“You have my word, Prime,” Prowl told his superior, earning a nod of appreciation.

“Good,” Optimus said, walking right passed the smaller Autobot, “ follow me, please.”

Prowl spun around and hurried his footsteps so he could catch up to Optimus. Once by his side, Prowl continued to sneak a few peeks at the Dark Spark residing in Prime’s grasp. He went back to where the fog fading off of it almost reached his head, as if it was trying to grab him. Prowl had no idea how Optimus could hold it without being harmed. Then again, Optimus did have the Matrix…and this thing did look like the Matrix. Maybe there was something deeper to this than Prowl wasn’t hearing.

And he was about to be told everything.

“Long ago, long before the war that crippled our very race, the Dark Spark existed,” he began, more purple fog fading into the air from the relic. Prowl’s eyes looked up towards Prime, watching his faceplate move up and down. “Its origin remains unknown, though its legend is feared throughout the lands of Cybertron. The Dark Spark’s power is beyond our comprehension, so far in fact that in the wrong hands…it could cause great disorder in the universe.”

“What do you mean…‘in the universe’?” Prowl asked.

The flickering light above Prime’s head covered the two in shadows for a brief seconds. When the light returned, Optimus’ voice returned, darker and even more urgent. 

“The Dark Spark has the power to rip planets apart,” he whispered, earning a terrified gasp from the Autobot to his left. “It arrived to Earth during one of my own recon missions. I followed the crash site and recovered this relic before any Decepticons could see me. For if any Decepticon were to find this relic before me…”

“It would be the end of the world,” Prowl finished Prime’s statement with a breath of fear.

Optimus nodded, turning his head back towards the light at the end of the tunnel. “We cannot allow Megatron to discover the Dark Spark’s presence on planet Earth. It would surely put the humans at risks far greater than anything they’ve dealt with in the past. That is why I’ve arranged Skyfire to send this weapon to the darkest edges of the galaxy, for it to forever remain lost.”

Prowl nodded, but stopped when he turned to Prime and asked, “Wait! Why don’t we just destroy it here?”

Saying that caused Prime to stop dead in his tracks. Prowl stopped as well, just a few feet ahead of Optimus. He instantly noticed Prime’s shoulders shudder, his blue eyes shutting tight as his right hand gripped the forbidden item tightly.

“Optimus…?”

The Autobot leader didn’t answer for the longest time. Right before Prowl could act, his leader looked up at him, his blue eyes taking a darker turn.

“We cannot destroy the Dark Spark here. The aftermath of its demise would be catastrophic if it were to melt down,” Optimus muttered, every breath being rasps of terror. Prowl began to feel himself shudder as well. He looked Prime dead in the eyes as he asked the question he really didn’t want to know the answer to.

“How catastrophic are we talking?”

Optimus Prime held the Dark Spark with his two hands, the dark presence trying ever so hard to break through to his spark. He wouldn’t allow it. The Matrix would protect him. Knowing Prowl wanted an answer soon, Optimus looked up at him, his optics narrowing.

“Global extinction.”

Prowl almost fell flat on his face.

The Autobot leader rushed forward and caught his brother before he could fall. With his hand holding Prowl up and the other gripping the Dark Spark, Optimus looked into Prowl’s eyes and saw something he wished he hadn’t. Fear.

“Come, my friend,” Optimus assured him, bringing Prowl back to his own two feet. “It is time we deal with this wretched item appropriately. It cannot remain here on Earth where Megatron can find it.  We also cannot hope to ever destroy it without destroying ourselves and this planet. Our only hope is to send it to the stars…and let it forever remain hidden in the darkest portions of the galaxy.”

Prowl said no more words and simply nodded in understanding. Optimus nodded back, his main focus brought to the exit of the Ark closing in.

As the two stepped outside, they were greeted by the presence of the two scientists from before as well as a much taller Autobot standing by them. Prowl knew who it was immediately. He needed no introduction.

With Prowl deciding to stand back, Optimus walked forward with the Dark Spark in his grasp. Wheeljack and Ratchet noticed their leader coming. Their eyes grew wide when they saw him wielding the Dark Spark so easily. Ratchet stepped forward, his uneasy eyes continually shifting to the Dark Spark and back.

“Uh…Skyfire’s ready for you, Optimus,” Ratchet addressed, earning a nod from Prime. “Also, I contacted Cosmos just like you asked. He said he’ll keep a sharp eye out for the Dark Spark whenever he’s flying by.”

Optimus could only nod, a great sigh escaping his heavy bulk. “Good,” he muttered. Ratchet nodded and slowly began to back away, his terrified eyes still glued to the weapon of mass destruction in his grip. Optimus turned towards the towering Autobot.

“Skyfire,” the Autobot leader announced loudly. Skyfire bent down so he could hear every word Prime had to say. Optimus continued, his hand reaching up to show him the Dark Spark. “Take this relic far beyond Earth’s location, as far as you can go…and release it.”

The massive red and white Autobot reached forward and plucked the item carefully from Prime’s hand. He stared at it for several seconds, eventually saluting his commander. Optimus and Wheeljack both backed away when Skyfire transformed into his alternate form, his rockets blasting to life.

He took to the skies as fast as the Ark did during takeoff back at Cybertron. Instead of the occupants being robotic beings searching for peace, Skyfire’s occupant was a device that would end all life. Optimus couldn’t stop praying to Primus.



_______________



This’ll do.

Skyfire’s rockets died down, though he kept his speed with the lack of gravity. Slowing down with his backup boosters, the Autobot jet hung there in the darkness of space, large and colorful galaxies painting the twinkling canvas.

The Autobot transformed, the Dark Spark itself floating right off of his chest once it popped out. Skyfire reached forward and grabbed each end of the relic, feeling a new shock roll through his limbs. 

It was exhilarating. Nothing the Autobot ever felt before could reach the amount of strength of power he felt at that moment. Skyfire looked down at the Dark Spark with wide eyes. It shined a bright purple in the darkness that surrounded the two. It was as if the device was tempting him with the one thing no one can refuse, a thing Skyfire felt as he first grabbed it: Power.

The fog began to return, reaching forward and surrounding Skyfire’s chest.

Skyfire knew better. He relaxed his grip around the edges of the Dark Spark, though a small voice in the back of his mind begged him to hold on. He ignored the voice, knowing it was trying to do nothing but deceive him. 

Alone, in the darkness of the endless void, Skyfire watched the Dark Spark float helplessly away from him and into the sea of dying hope, an endless maze with no chance of escape. He watched it until the purple light disappeared among the stars.

“That’s that,” Skyfire told himself, transforming back into his jet form and blasting off back home. Earth, the world he and his brothers forever resided with the humans.

The Dark Spark floated aimlessly in space, its destination known.





	
> Chapter 41-The Truth Kinda Hurts
> --------------------------------------------------------------------------


“Get outta here! Cliffjumper?! What kind of stupid name is that?” Cliffjumper asked.

Princess Twilight struggled to hold in one of her many adorable giggles, her friends failing to do just that. Cliffjumper sat back, his right hand pressed into the dirt behind him. He was slightly confused as to why they would find that funny, and his expression seemed to have been noticed.

“It’s your stupid name, Cliffjumper! I swear we’re telling the truth!” Rainbow Dash snickered before breaking down into more laughter, the rest of her friends joining. 

Cliffjumper waved her away. “Pfft! Yeah, okay,” his blue eyes were brought right back up towards the rainbow Pegasus, a sly grin growing on his silver-coated face. “And just what was your name again?”

All colorful eyes shifted to the dying Pegasus. Rainbow looked up from where she was currently lying, a few tears hidden in her eyelids from the laughter. She smirked, instantly catching the wind and flying above all of their heads. She puffed out her chest proudly, placing a blue hoof on said chest.

“I’m the one and only Rainbow Dash! Fastest flyer in Equestria!” she announced proudly and boldly.

Cliffjumper turned his head back to meet the familiar gazes from his fellow giants. Jazz, Ironhide, and Jetfire all looked at each other, silence filling the cool night air. Then it was their turn to laugh.

The rainbow-haired pony adopted an offended look, followed by her cheeks burning light crimson and a frown etching across her face. “Hey, knock it off!” she shouted, but to no avail. The four Autobots fell over each other, dying of laughter.

Rainbow Dash fell to the dirt below, crossing her hooves over one another and pouting. Pinkie placed a comforting hoof on her shoulder, but it was hard for Pinkie to contain her own giggles at Rainbow’s embarrassment.

Cliffjumper sat back up, the campfire causing light to dance across his chest. He contained his laughing just enough for him to say, “I’m sorry, but ‘Rainbow Dash’ is just…a ridiculous name!” 

The cyan mare tapped her hooves against her chest madly, her eyes nearly bugging out of her skull. "I'm the one with the ridiculous name here?! What about Ironhide? What about Jazz?!”

“Actually, Jazz is a pretty sweet name,” Jazz interrupted, earning a glare from Rainbow and a giggle from Pinkie Pie. Jazz smiled at her angry expression.

Rainbow continued, her blue hoof pointing over to the smallest of the group. “What about Bumblebee? He’s named after a freaking insect for Celestia’s sake!” she screamed, instantly creating uproar amongst the group.

Rarity and Twilight began to shout Rainbow’s name, but even they weren’t fast enough for the yellow Pegasus to react. Fluttershy immediately came to Rainbow’s side with a strong glare joining her. Rainbow Dash took a step back, her eyes wide.

“Rainbow, you know better than to say that to Bumblebee! He’s our friend and deserves the proper respect he earned for what he did,” Fluttershy scolded the cyan Pegasus, surprising both herself and her friends. Once she was done, Fluttershy turned around and offered a friendly smile to the yellow bot.

Bumblebee, who had remained out of the conversations taking place around the campfire, brought his attention to the small pony smiling at him. He truly didn’t care for what these ponies thought of him. If they thought of him as an insect then so be it. Still, it made Bumblebee feel better knowing that there was one still sticking up for him, and he returned her smile with one of his own.

Glad to get a smile out of Bumblebee, Fluttershy turned back towards Rainbow Dash. Returning from her confused state, the Pegasus looked at the ground miserably, her hoof scratching the back of her head.

“…Yeah…sorry about that, ‘Shy. I should’ve known better,” Rainbow admitted, earning some surprised looks from Twilight and Applejack especially.

“It’s nothin’ really,” Bumblebee muttered from behind the group, his back pressed against the nearest tree. Saying this was responded by a few surprised glances from the ponies, especially from Fluttershy. 

Bumblebee didn’t even turn his head towards the campfire where everypony was seated. “You don’t have to be sorry over me. Think whatever you want, I don’t care,” he said, a terribly depressed tone in his ragged voice. Twilight immediately looked over to Fluttershy, who nodded and face Bumblebee.

But even she was interrupted by Cliffjumper speaking up.

“So,” Cliffjumper announced, catching everypony’s attention, “got any other crazy things to tell me that I don’t know?”

Twilight scoffed silently, a frown sent Cliffjumper’s way. Her frown only deepened when Jazz joined in, smiling just as wide as his red friend. Twilight couldn’t believe it. Their friend, Bumblebee, clearly was going through something, something his fellow Autobots should’ve helped him with. No, Cliffjumper and Jazz simply ignored Bumblebee’s depressed feelings just as quickly as Bumblebee finished talking.

This wasn’t them. No Autobot Twilight knew would ever neglect their fellow brother’s feelings. Of course, Twilight knew it wasn’t exactly them. They lost their memories just like Optimus did, but at least Prime was still capable of compassion towards others. Then again, he did spend the most time with her and her friends.

Still, that didn’t break the fact that Bumblebee still looked as miserable as ever. Jetfire and Ironhide paid no heed to the Autobot standing behind them and remaining out of the conversation, so they weren’t any help. Twilight even asked before they started the fire if Bumblebee wanted to join them. He replied with a clear and quick “No.”

She didn’t want them to feel like outcasts. Twilight wanted all the Autobots to feel the same acceptance that Optimus received. She looked over to Cliffjumper and Jazz, their smiling faces reflecting the warm glow of the campfire. They were laughing with Pinkie Pie and Rainbow Dash, even Rarity and Applejack couldn’t help but let out a few chuckles here and there. Fluttershy was just sitting there, her large eyes staring at Bumblebee. Ironhide and Jetfire, the two larger Autobots also held some faint smiles at the laughter they heard.

Twilight felt that they were becoming more comfortable with her friends, all except for Bumblebee. She would have to fix that sooner or later. 

Bumblebee lowered his head as Cliffjumper continued on discussing things with the mares, his eyes slowly shutting. Definitely sooner.

“That can’t be right,” Ironhide grumbled loudly, causing Twilight to flinch from his heavy voice. She turned to look at the mighty red Autobot, his arms crossing over each other as he said, “A war that lasted millions of years? There’s no way that it would last that long!”

“Well,” Applejack stated, leaning back, “Ah really hate ta burst yer bubble…but it did.”

Jetfire took a stand and leaned forward, his hands directly over the cackling flames.

“Now hold on just a second,” he began, earning the interested and somewhat humorous glances from the six mares sitting in front of him. “Just how exactly is that possible? A war can’t last millions of years without first announcing some sort of peace agreement through the midst of it all. Surely, the Cybertronians were sick of all the fighting and just wanted the war to end!”

Pinkie shook her head. “Nope!” she told him cheerily. 

“That doesn’t make any sense!” Jetfire shouted, all of his thoughts of meaning being thrown away. He began again, his composure set straight. “Why would they…or should I say we…fight in a never ending war with no chance of ever making peace? Millions of years even?! Wouldn’t the planet’s population be wiped out throughout the time of conflict?”

The pony that loved answering questions finally received the opportunity she was looking for. Jetfire’s optics fell to the princess as she laughed sadly, her eyes staring longingly at the campfire. 

She spoke with the flames dancing in her beautiful eyes.

“It just goes to show the bravery of the Autobots,” Twilight muttered barely over a whisper. The only sound of the dying light around them was the cracking of the fire. Even then, each individual could hear her perfectly. 

She continued, a sad smile forming on her lips. “The Decepticons wanted nothing more but to conquer the planet and serve only one master. The planet’s first tyrant known as Megatron was their leader,” Twilight said. Her friends all grumbled at the mention of his name. “The Autobots continued to fight in the war for Cybertron because they knew that if no one else were to take a stand then Megatron would rule the planet with an iron fist, putting all those who opposed him to death.”

Twilight looked up from the campfire, her smile large and her eyes shedding tiny tears. She almost whimpered, but forced her emotions to stay in. 

“You should all be so proud of that insignia you wear,” Twilight said to them. Jetfire looked down to his chest. Cliffjumper, Jazz, and Ironhide all did the same. Even Bumblebee decided to listen in and remembered the logo on his chest. Optimus brought his blue optics down to his right shoulder.

The heated red glare of the Autobot insignia burned strong.

It was unusually silent amongst the rowdy group of bots, even Cliffjumper found a reason to keep his mouth shut. They all turned back towards the winged pony to hear what she had to say. And it surely was something worth their while. 

“All the Autobots wore that symbol through the greatest battles Cybertron has ever witnessed. It was a sign of hope and bravery to those who couldn’t defend themselves against the evils of the Decepticon army. It inspired billions to join in its cause of justice and peace for the Transformer race.” 

Twilight rubbed her eye to get the burning sensation out. Rarity placed a calming hoof onto her friend’s shoulder.

“But even with the heroic attributes the Autobots performed…it wasn’t enough to stop the Decepticons,” Twilight sniffled, looking at each Autobot with a tear sliding down her cheek. This surprised the group of Autobots, even Cliffjumper. She said, “The Autobots never surrendered, they never gave up, and they never backed down. So you wanna know why the war lasted millions of years…” she looked at Jetfire specifically, but her message went out to all of them.

“It’s because the Autobots knew if they lost…it would mean the end of everything. They wanted to create a better future for the future Cybertronians, and not just leave their home as a plagued battleground that can never support life.”

She sighed.

“I just wish that last part wouldn’t be true,” Twilight finished, her eyes closing as another tear rolled down her face.

Inside the darkness of her eyelids, Twilight’s ears did most of her seeing. All she could really hear was the continuous pops from the fire in front of her, its warmth keeping her coat from freezing from the cool breeze rolling in. Other than that, it was completely silent. Rarity’s hoof had fallen from Twilight’s shoulder not too long ago, but she could strangely still feel her friend holding her, ensuring her that she was safe. 

“Hey…Twilight?”

She recognized the voice, but even then was still shocked to know who it came from. Twilight opened her eyes to see all six Autobots staring at her, Cliffjumper. She felt as if he wasn’t just looking at her, but his eyes actually saw her for who she was. The truth in her words, the amount of emotion she shed, everything she told them…

Cliffjumper looked at the ground for a few seconds. He shook his head, bringing his gaze over to the six mares in front of him, the fires burning below.

“I…I just wanna say…I’m sorry for how I acted when I first met you all,” he said, not only surprising the ponies but himself. He continued, letting out a little chuckle, “I…I think I was just scared. I guess I know now that none of you are gonna hurt us like those other ponies did, huh?”

He smiled when he saw each of them nod.

Rarity spoke up, catching Cliffjumper’s attention. “Oh, darling, you don’t have to be sorry. We understand what you had to go through, what all of you had to go through when you first got here,” she told him, offering one of her fabulous smiles. He smiled back.

“Yes, well, you won’t have to worry about those ruffians any longer, Cliffjumper. When you’re in Ponyville, all you really need to know…is that you’re home now…and you’re all safe,” Rarity said, though her message managed to get across to the whole group.

Optimus was pleased to see the other Autobots smiling. Even Bumblebee showed some relief. It seems they were finally beginning to trust Twilight and her friends, just what Optimus wanted all along. The Autobot leader remained quiet as the hours ticked away, casually listening in with the stories the two different races shared with one another, ignoring the differences, the pasts, and the hardships they’ve all faced and just enjoying each other’s company. It gave Prime a good feeling inside.

That good feeling was instantly washed away when a loud blast came from above.

The stories were instantly cut in half as all eyes shot upwards. Twilight hadn’t even realized what time it was when she witnessed the setting sun being taken by monstrous storm clouds heading right for them. Lightning danced across the clouds’ edges from what the Alicorn could see. She could also feel the tiniest of rain droplets hitting her face. 

“Oh, yeah,” Rainbow Dash gulped, nervously chuckling. “Hehe, I guess I forgot to mention that Ponyville’s Pegasi were sending a storm cloud through town today. Whoops.”

“Thanks for the heads-up, Rainbow,” Applejack deadpanned, holding her hat from flying away. She squinted, noticing that the clouds were moving abnormally fast to their campsite. “We might as well head back now! Those buggers are lookin’ fierce!” 

“Where are the Autobots going to stay?” Fluttershy shouted over the rising winds, her mane flapping wildly past her face.

Twilight, having taking her eyes from the deadly storm approaching Ponyville, brought her attention over to the six Autobots. They were all getting back to their feet, the ones that were sitting down that is, and were mumbling things to one another that the princess couldn’t hear. She could also see the looks each of her friends expressed. Her friends kept their eyes attached the towering giants around them, longing, waiting.

She knew what to do, and it might just give her some time alone with…him.

“Applejack,” Twilight announced loudly over the hissing winds. The farmpony turned to the Alicorn right as she began to speak, louder this time. “Do you mind taking Ironhide back to Sweet Apple Acres to hide from the storm?”

Applejack’s brow began to rise suspiciously. Her eyes suddenly widened when she noticed Twilight’s expression, her mouth in the shape of an “O.”

“Oh, shucks, Twi! There’s no problem to it!” Applejack said loudly, her head swiveling over the massive red Autobot. She smiled and shouted, “Mind followin’ me back ta the farm? Ah might be able ta find a place fer ya ta rest up a bit!”

Ironhide faced the orange pony. For several seconds all he did was continuously stare at her before finally nodding. The pony smiled, but her smile suddenly faded away when her hat flew off of her head. The wind managed to fool around with Applejack a bit more and captured her hat, making it tumble down the hill. 

“Oh, shoot! Come back here!” she shouted, racing down the hill to retrieve the escaping hat. All of Applejack’s friends shared a laugh at the humorous scene of the farmpony chasing her hat. Ironhide found himself chuckling as well, his head swiveling over to Twilight.

“I’ll go help her out,” he assured them, taking a few steps away from the campsite. He stopped at the edge of the hilltop, turning his head back at the group. “I’ll see you all in the morning,” he told them, earning several nods from his fellow Autobots and even more smiles from the five mares. He couldn’t hold in the smile anymore.

As Ironhide’s heavy footsteps became more and more distant, Twilight turned her attention towards Pinkie Pie.

“Pinkie, do you think you could take Jazz to Sugarcube Corner and find him a place to stay for the night?” the princess asked. The pink mare gasped loudly, her hoof slamming over her mouth. Twilight closed her eyes, a small smile remaining on her lips. That smile vanished as well as all the air in her lungs when she felt a pair of forelegs squeeze her entire body.

“Thank you! Thank you! Thank you!” Pinkie squealed, her unnatural strength crushing the Alicorn.

“Pinkie…can’t…breath…please…let go!”

Twilight suddenly dropped to the dirt, her lungs expanding to take in a plentiful of oxygen. As she continued to struggle for breath, Twilight looked up when Pinkie started patting her on the head, her entire body zooming over to Jazz with speeds that Pinkie was known for. She jumped up quickly and snatched Jazz’s hand with her hooves. Using that incredible strength of hers, she managed to make Jazz bend over and pull him forward, his massive hand caught between her fumbling pink hooves.

“We’re gonna have the greatest sleepover EVER! We’ll stay up all night and tell scary stories, have pillow fights, watch some movies, and eat ice cream! OH MY GOSH WE CAN EAT ICE CREAM!!! I don’t know if you can eat it, then again Optimus couldn’t eat cake and he tried it when he wasn’t awake and he seemed to like it!” Pinkie screamed, dragging Jazz practically by his feet.

The Autobot looked over to Twilight, mouthing the words “Help me.”

As Princess Twilight struggled to contain her laughter, Rainbow Dash finally began to understand what Twilight was trying to do. Faking a yawn, though it soon became much more realistic, Rainbow spread out her wings and began to hover high above the group.

“Well, I’m gonna go to bed soon anyways soooo…Jetfire!” Rainbow said loudly, catching the Autobot by surprise. She flew down closer to him and asked, “Wanna crash at my place tonight?”

Jetfire shrugged, cracking his back which was full of rusty bolts and nuts. “Might as well,” Jetfire answered plain and simple. The two strolled off into the darkened hills, Rainbow leading the towering giant to her house in the clouds. Twilight could hear them laughing. She smiled.

“Oh, Cliffjumper!” Rarity sang, catching the eyes of both Twilight and the little red Autobot. She stood up and walked over to the edge of the hilltop, looking back at the group. “Would you be so kind as to walk a lady back home?” she asked while batting her eyelashes for effect.

Cliffjumper’s eyes grew wide. He grinned and saluted the white unicorn. “Of course!” Cliffjumper shouted, running up next to Rarity’s side. The two then walked together down the hill, their voices lost.

That just left the four of them alone. The fire was dying, and the approaching thunder made a certain Pegasus feel a bit more frightful than normal.

Fluttershy’s eyes zeroed in on the massive thunderstorm heading for Ponyville. Lightning danced across the skies, the pouring rain being seen in the distance. Her cyan eyes shrunk, light whimpers being formed in her throat and escaping past her lips.

“Oh no,” she began to finally talk, “I haven’t put the chickens back in their coop yet! They’re probably terrified and it’s all my fault!”

She felt two giant footsteps behind her, tempting the Pegasus to turn around. Optimus Prime looked down at the lone pony, each one of his arms crossing over each other. He saw her wings snap to her sides quickly as his dark shadow overcame her entire essence.

“Well,” Optimus’ tone was dark and heavy, earning a terrified squeak out of the pony beneath him, “you’re going to need some help gathering them all together.”

Fluttershy opened her eyes, a surprised look in her eyes. Optimus nodded her over closer to him as he began to walk away. “Come, I’ll take you home, Fluttershy,” Optimus’ powerful voice assured her, earning a relieved smile from the tiny mare.

“Thank goodness,” she breathed, her eyes snapping open when she witnessed Prime already at the edge of the hill, waving her over to him. “Coming!” she called out to him, trotting over to the Autobot leader. 

As Optimus watched her walk past him, he slowly turned his head over to Twilight Sparkle. He motioned his head to the last Autobot standing alone, nodding only once to her.

With that, the last Prime turned around and walked away.

Princess Twilight let out a heavy sigh, nearly jumping out of her skin when some thunder boomed overhead. She spun her head around and noticed that the cloud was directly above them. It wouldn’t be long until the downpour came. She wouldn’t need to put out the fire.

This brought her attention to the final Autobot, the one who could talk…but couldn’t seem to find a voice.

Twilight stood up from her sitting position, slowly making her approach to the campfire. Even with the soft sprinkles of rainwater hitting it, a small hiss heard every few seconds, the fire burned on as strong as when she first created it with a little spark from her horn. That’s all it took. A spark created the wonderful fire that kept all of her friends warm in the cold winds.

Maybe that’s all it ever takes.

A spark.

The Alicorn looked away from the blissful heat and watched him. Bumblebee had his arms crossed, his back pressed against the same tree he had been standing by since he arrived there with them. His head was low, his shoulders were sagged, and she could barely make out his eyes only being half-open. He looked as miserable as a colt being scolded by his parents.

“Bumblebee…”

He rose his dented and scarred head up to look at the princess. Twilight slowly approached his position, the tiniest of smiles seen on her face. 

She spoke again. “I just want you to know that you’re safe from now on. My friends are the kindest ponies in all of Ponyville, and without them…I’d be nothing. You don’t have to worry about anything ever coming to hurt you…because when you’re with us…you’re with family.”

Bumblebee’s mouth opened slightly.

Twilight continued, her eyes looking at the grass dancing around her purple hooves. “You might not feel accepted among your fellow Autobots because you’re not the strongest or the biggest, but you know what…” her glorious violet eyes stared right into Bumblebee’s. She offered her friendliest smile and said, “You’re the bravest.”

The Autobot simply stood there for the longest time. No thunder roared and no rain poured, it was completely silent. As his arms fell to his sides, Bumblebee found himself not only looking at a pony, but a pony that wasn’t using false testimony like the others did. 

Back in the forest when he was first awakened, those ponies told him not to be afraid, that everything was going to be fine and they were there to help him. In his current situation, Bumblebee admitted to his guilt that he believed them, even letting down his guard for one second. And when he didn’t see it coming…they lied and shot at him. That’s why he ran.

He ran from their lies, from their hatred, from everything they promised him.

This pony was different. The tone in her voice, the story she told earlier and the emotions she shed. This pony cared for him. 

When you’re with us…you’re with family.

“Thank you…” Bumblebee muttered, watching carefully as a large smile spread across the pony’s face. He got off from the tree he was leaning on, his head slightly tilting to the left.

“By the way…what was your name again?”

Twilight sat in front of him, her hoof extending. “My name is Twilight Sparkle, and welcome to Equestria.” 

The Autobot was cautious for several untracked seconds. He stared at her hoof, his own hand leaning forward to grab it. He could see Twilight’s smile increase. His index finger was incredibly close to her hoof, a new spark slowly being created between the two of them.

Thunder shook the skies, an onslaught of rain to go with that.

“Oh no!” Twilight yelped, her wings shielding her head from the heavy raindrops painting all the hills around them. Bumblebee was still new to this strange type of weather, but didn’t seem to mind as much as Twilight did. He did see her mane and tail getting soaked though, something she really didn’t want to happen.

“Let’s get outta here!” Princess Twilight screamed as the storm washed over them.

Bumblebee pointed forward, the rain pelting his metal skin.

“Lead the way!” he shouted back.

Twilight and Bumblebee took off like two terrified fillies. The princess’ wings kept her head from getting mostly wet, but that didn’t stop the rain from making all the dirt as slippery as can be. She slipped and tumbled a few times here and there, getting mud all over her coat. Bumblebee would fall too, his rusty exterior getting worse. Strangely though, the two didn’t seem to mind it. In fact, they seemed to be having fun.

As Twilight lay in the mud she slipped in, she looked up to witness Bumblebee fall flat on his back. The scene was all too funny for her not to burst out laughing. She felt something that night, something she’d been looking for since she first saw how sad Bumblebee appeared.

She found the spark. Twilight found that spark when she heard Bumblebee laughing.
	



	
	
> Chapter 42-Blood Red Rose
> --------------------------------------------------------------------------

“That’ll be ten bits.”

“…Huh? Oh, yeah! Sure, sure… Here, keep the change.”

“Thank ya kindly, sir. You have a good night now.”

“I pray you do too,” Brimstone said under his breath, relieved to know that the pony pulling the taxi didn’t hear that last comment. With the only sound of the stallion’s escaping hooves and the pitter-patter of raindrops around him, Brimstone brought his eyes up. He found his eyes continuing to move up higher and higher and higher.

The messenger of the Alliance of Alien Activity saw the glowing red sign at the very top of the building ahead. It read “ADI” and underneath the three massive letters was “Alien Disturbance Investigators.” Stock Share’s company, an old client to Noctune.

Brimstone gulped, more droplets of rainfall pelting his face. He adjusted his tie and moved forward. In his mind, he was thinking of the reason he was sent there. Stock had broken the contract he signed with Noctune back at Vanhoover. He was to use the technology the AAA sent him and his workers for the safety of Fillydelphia and its citizens. The ADI could’ve been a private fighting force for the massive city, but instead they chose to be arm’s dealers. Noctune didn’t take kindly to traitors.

Yes, in his mind Brimstone knew of the reason he was sent there. But his instincts kept replaying that one ordered given to him from his superiors before he had even set hoof in the stormy metropolis…

Duck and cover.

“Duck and cover… Duck and cover… Duck and cover,” Brimstone repeated silently to himself over and over again. He hadn’t even realized he reached the front doors to the glass building. Stopping himself at the entrance, Brimstone looked past the glass doors and noticed several lights still on inside.

The storm above was getting pretty bad. He looked at his watch, water droplets seen hovering over the time. It read 8:18 pm. 

“They’re not closed yet,” Brimstone noted, pushing open the front door with his hoof. He was met with a warm gust of air and a fantastic feeling.

Chandeliers of all shapes and sizes hung from the high ceiling with beautiful shades of lights cascading across the foyer. Large, white pillars sat silently to the unicorn’s right and left, above them were massive paintings of some of the great Equestrian Wars. Brimstone noticed the Reign of Discord painting with a draconequus sitting on a floating throne, several ponies bowing before him. The one next to it was King Sombra’s Rise to Power, the dark king laughing manically to the heavens with crystal ponies tied in chains below. The next was Luna’s Banishment. All he noticed was a lovely painting of Celestia crying in the moon’s late-night glow.

Brimstone continued onwards, his eyes mesmerized from the artistry. After Luna’s Banishment, a canvas was displayed that showed of Twilight Sparkle and the Elements of Harmony united in a rainbow of colors. He didn’t care much for that, and continued down the line. 

That’s when he saw it…

The next painting displayed the leader of the Decepticons. Megatron. He stood in the ruins of Canterlot with his purple mace hung victoriously over his head, dead ponies surrounding his feet. Brimstone was disgusted and moved on. The next painting was even worse. It showed of Decepticon starships striking down cities with their orbital strikes, powerful and completely catastrophic. Celestia, he could still feel the explosions…

The unicorn shook off the memories and brought his eyes over to the final painting. It showed the Equestrian flag of the Royal Sisters united together waving in the painted wind. Behind the flag stood a city in smoke and fire, the cries of a thousand Equestrians screaming in Brimstone’s ears, begging for a savior. Below the painting sat two words. 

“Never Forget.”

He said those words out loud. Brimstone stood there staring at the final painting for minutes on end, his tears beginning to burn. He brought up his foreleg and wiped his eyes. Back then he lost everything. Brimstone was living with a beautiful wife, children, and a house in the peaceful city of Baltimare. He never saw it coming when it finally did. 

The Decepticons wiped out Baltimare in hours. They took everything from him, everything he worked his life to create, to build, to live for. He tried so hard to save them, his hoof reaching out to his wife and child. They screamed together before the flames of their burning home engulfed them, leaving Brimstone alive and shattered. Even though he lived that day, Brimstone knew he had died on the inside.

This was the reason he joined the Alliance. If he was ever going to change the world for the better then he might as well evolve with Noctune and protect Equestria from an attack like the invasion over a year ago. He had died that day. He should’ve gone with his family, but no. He was alive and living in this never-ending nightmare filled with Celestia’s false promises.

And now he was working for…them. Those freaks that killed his family were his commanders, ordered directly from Noctune. Brimstone wouldn’t be able to stand being controlled by those things that ended his happiness long ago, but Noctune said that their cooperation with the Decepticons was the only way to bring change and true peace to Equestria. Then they would stop.

They would end it all.

No more false promises. No more misery. Nothing but protection, peace, and safety for Equestria and the rest of the world.

Brimstone’s legs were stopped by something that couldn’t be moved. The next thing he felt was a wash of cool water all over his head. The unicorn reared back in surprise, gasping for air as he tried to figure what just happened.

A fountain. He just walked into a fountain. Brimstone’s eyes admired the fantastic architecture of the fountain adorning the center of the foyer. While his mind truly expressed signs of amazement, his body language said otherwise, a frown growing ever so strongly on his face.

“Why don’t we have a fountain?” he asked himself. It seems all of Brimstone’s questions to life’s greatest mysterious would have to be put in the unanswered box once again. He heard the most polite cough come from his side.

He turned his whole body right to be met with one of the most beautiful mares he’d ever seen.

Her eyes absolutely stole his breath away. Deep shades of dark red in her irises only seen with every flutter of her long, lavishing eyelashes made Brimstone’s legs quiver. Her light tan coat shined lovely in the chandelier's glow, just like his. The mare’s red mane was kept together in a small knot behind her head, but not even all of that made the stallion nervous. 

It was her smile. That beautiful, lovely, almost wanting smile. The same smile as…his wife.

Noticing the beads of sweat pour down the unicorn’s face, the mare let loose the most adorable giggle Brimstone had ever head. The poor stallion looked like he was on his first date. She brought up the clipboard resting under her foreleg, her gorgeous eyes scrolling slowly.

“You must be Brimstone…Noctune’s messenger?” she asked, giving him her most luxurious of smiles. Brimstone nearly fainted, but nodded nonetheless. She smiled again and said, “Well, Brimstone, my name is Red Rose and I’m Mr. Share’s secretary. I assume you’ve had a meeting scheduled for tonight with Mr. Share?”

Brimstone’s mouth hung open, a bit of drool falling from his lips. Red Rose giggled adorably once again, catching the stallion by surprise. He wiped his mouth and nodded. “Mmhmm,” he mumbled shakily. 

Just to mess with him at this point, the mare spun around quickly to let her tail flicker only slightly to the side, earning a quiet gasp from the stallion. She smiled back at him and said, “Follow me, sir. I’ll take you to Mr. Share’s office.”

“…Okay,” Brimstone muttered, his eyes transfixed from her curves.

He’s so cute. Red Rose thought to herself, already leaving Brimstone standing alone like an idiot.

Oh Celestia…please not her…not like this.

The Alliance’s messenger kept his own thoughts safe and secured. His hooves came to life and he quickly caught up to Red Rose, the lovely secretary. As the two passed several more lovely sculptures and paintings through the massive foyer of the ADI headquarters, Brimstone’s eyes seemed to be wandering over to something else that caught his attention.

This mare was something that all stallions had to of dreamt about at least once. Her curves were perfect, her flank was inviting, and her voice was pure silk massaging his ears. This mare, Red Rose, was somepony Brimstone wanted out of pure lust. But he couldn’t. He knew better. It seems his arousal was captured by the mare, for her speech about the nearest painting didn’t seem to be catching the stallion’s attention that much. Her eyebrow shot upwards, a grin growing on her face.

She made her hips swing more lusciously with every step she took, her tail swaying back and forth even more so, giving Brimstone a full sneak peek. 

That’s not fair… That’s so not fair! Brimstone screamed inside, his eyes refusing to break contact.

“Well, we’re here,” Red Rose’s heavenly voice announced, instantly capturing the stallion’s attention. She turned her head back towards Brimstone, giving him another smile that made him shake. “Please step inside the elevator, sir.”

“Okay,” Brimstone whimpered, slowly making his way by the opening doors. He stood silently, though his silence was broken when Red Rose took her place directly to his right, her hoof reaching out and pressing the button with the large “21” hanging over it. As the doors shut, Brimstone could already feel his body quiver when the mare scooted just a little closer to him.

His eyes looked up and saw the red numbers slowly move up from one to five. The mare to his right gave a little shiver, prompting Brimstone to turn her way.

“I hate nights like this,” she began, her voice soft. “The cold always gives me goose bumps, but I can never seem to keep myself warm. This place doesn’t really have a heater. The braniac who designed this place thought it would be better to have more chandeliers than an actual heater.”

“Is that right?” Brimstone asked, his voice barely rising over hers. He looked up and saw the numbers rise from ten to fifteen.

“Yeah…and every time I work the late night shift I always get the chills,” she scooted ever so closer to him. “I’ll I really need is a little bit more…heat.”

Brimstone could feel her breath on his neck. The scent in her breath was so intoxicating. It smelt of peppermint candy, presumably from some peppermint she could’ve had earlier. He turned his head to see her eyes fully locked on with his, her knowing smile growing bigger.

She doesn’t deserve this. Nopony innocent deserves this.

Stock Share deserves this.

She doesn’t.

What do you plan on doing about that? Tell her?

…No. No, I can’t do that.

Then shut up, meet with Stock Share, and duck and cover.

Duck and cover.

The elevator let out a soft binging noise. Brimstone turned his head away from the mare to witness the doors in front of him split apart, revealing a hallway to his sides and a big, brown door resting right in front of the two.

He straightened his tie, motioning his hoof in front.

“Ladies first,” he politely said to the mare.

Red Rose smiled and slowly walked by the stallion. She made sure to rub her tail against his thigh all the way to his foreleg as she did so. Doing this earned a shiver from Brimstone and a giggle from Red Rose. She could hear the returning hoofsteps of the stallion catching up behind her.

The secretary approached the door, all silliness aside, and knocked once, twice, three times.

“Come in!” a hoarse voice from the other side responded.

Red turned the nob and pushed the door inwards, allowing herself to enter as well as the sweating and fidgeting stallion behind her. 

“Sir, Brimstone is here to see you,” Red announced throughout the office room, stepping aside to let in the unicorn with the slanted tie and sweaty tan coat. As the door was fully pushed aside, Brimstone could grasp the full inside of the office room. 

A massive table sat in the very center of the room going straight across, not sideways. Lines of chairs rested in a row on each side of the well-polished table. Most of the leather chairs were empty, save for a few with either a stallion drinking a large brew of coffee or laying their heads’ down in their own drool. Sitting at the very end of the table, staring down Brimstone with eyes of pure malice, was Stock Share himself, head of the Alien Disturbance Investigators. 

He was quite short and large, a hefty, black bowtie resting underneath his disgusting beard. His coat was filthy with splotches of ink and coffee stains painted across his chest and forelegs. The excuse of a stallion’s gray-colored mane was trimmed extremely low with his scalp almost visible even from Brimstone’s distance. Upon the unicorn’s arrival, Stock Share stood up, his hoof snatching the cigar in his mouth.

“Brimstone, my friend! Welcome to ADI!” Stock Share said loudly and in a tone that made him leader. At least pretend to be leader.

With the loud voice resonating throughout the room, the stallions that were asleep suddenly jolted up, clapping their hooves together and looking around with half-open eyes. That ones that were awake held their coffee mugs in the air, smiling at Brimstone with their yellow teeth.

The unicorn straightened his tie once again. He didn’t smile back to any of them.

“It’s a pleasure,” he stated plain and simple, taking a seat at the end of the table facing directly to Stock Share. Brimstone noticed how there was a massive window right behind Stock and his hideous face. It showed the darkness of the city of Fillydelphia at night, raindrops pelting the glass silently as the storm began to calm down.

Perfect.

Duck and cover.

With his eyes slowly moving back towards Stock’s unwelcoming facial features, Brimstone seemed to be drawn towards the center of the table. Resting right in the middle was colorful vase filled with healthy roses.

“You have quite the keen eye, Brimy. Noctune told me all about that,” Stock said loudly, his cigar resting on the wet napkin to his side. As the smoke slowly filled Stock’s vision, he was able to get one last look at the rose vase sitting right in front of him.

He took another puff of his cigar and set it down by his side. “You know…the rose is a very special flower. Not only is it personally my favorite flower, but it is a flower that’s loved all throughout Equestria. Honestly, I think it’s the flower that represents temptation best. A beauty with colors only a stallion with passion and love could understand.”

Stock’s bloodshot eyes traveled right just as his own secretary placed her recently finished documents back into Stock’s filing cabinet. Unfortunately, she had to bend down when she let one of her files slip out, giving her boss the full show.

“The rose is truly a flower that expresses beauty…and temptation in ways nopony could ever imagine,” Stock mumbled, his eyes dancing across his secretary’s luscious rump. One of the stallions by Brimstone’s far right whistled, instantly causing the mare’s head to shoot up.

Red Rose turned her head back sharply, a light shade of red seen on her cheeks as well as the anger in her eyes. She let out a heavy snort, storming out of the office with all the stallions by Stock’s sides to whistle and say such things like “Give us another show, girl,” and “We were just playing around.”

Brimstone turned to see and watch her leave, her tail perfectly blocking out anymore watchful eyes as the door slammed shut behind her. Brimstone shook his head. This company clearly didn’t have any respect for mares since it was run by a pony that nearly had a new mare with him each night. Maybe that’s why she was trying to come onto him. Surrounded by these pigs with no good looks could make a mare anxious when a handsome stallion walked in. Brimstone didn’t think he was handsome by all means, but he wasn’t a pig, either.

With his secretary leaving with a huff, Stock Share turned his eyes to the lone messenger sitting far in front of him. He smiled and said, “You never find mares like that anymore, eh Brimy?” Brimstone did not smile back. Stock asked, “By the way how’s Noctune been holdin’ up? Last I heard he’s been having some trouble huntin’ down some ali-”

“Okay, let’s just cut the crap right now, Stock.”

Silence filled the room. Not a breath was taken, not a muscle was moved. The only sound was the pitter patter of the rain hitting the glass window.

Stock narrowed his bloodshot eyes, his hoof pressing roughly into the wooden table.

“What are you trying to get at, son?”

“You know damn right what I’m getting at, Stock Share. You broke the contract,” Brimstone replied almost immediately, the sudden change of tone in his voice surprising all that had a beating heart in that room.

Eyes began to shift from one another anxiously. However, Stock Share remained motionless, unmoving, unaffected. He reached forward, grabbed his cigar, and took another long puff. Blowing the smoke towards the ceiling, Stock stared Brimstone dead in the eye with a look that made all of those lower than him shudder. Brimstone wouldn’t back down.

He finally asked, “Contract?”

Brimstone nodded. “Yes, contract. The same contract you signed with your own pen from your own grueling mouth stating clearly that you would only use the Alliance’s weapons and supplies for the benefit of Fillydelphia. However,” Brimstone reached into his coat pocket and threw three black and white photographs onto the table for all eyes to see. It showed of Stock Share and his limited height receiving cases of cash from a disguised griffon, large carriages filled to the brim with boxes that had the AAA logo on the side of each one behind the two. Stock Share stared at the photographs in shock, his eyes looking up towards Brimstone. The unicorn finished, “you chose to work for the wrong team.”

The stallion sat upright in his leather chair. He could hear several mumbles from the ponies by his sides, his most trusted workers. Stock could feel the slightest of chills race across his coat.

“Right…that contract,” Stock began, a bead of sweat leaking from his brow. He reached for the wet napkin and padded his forehead a few times, smiling at the young unicorn in front of him. “You know, Brimstone, how the ADI works to protect this city isn’t of any concern to you or Noctune. So you can just take those little photographs and tell Noctune not to get so worried over this.”

Brimstone shook his head, his eyes never breaking contact with Stock’s. 

“I don’t think you understand the situation here, Mr. Share,” Brimstone began, his voice low and threatening. “The griffons have the technology to reverse engineer the Alliance’s weapons to their own need if they ever wanted to. You have funded the ones we are meant to protect with weapons they can easily use to their advantage. Soon enough, the griffons won’t even need us, and they’ll stand as the dominant force on this planet. You could’ve easily stayed in line, Stock, but no…you chose to turn your company into an illegal arms dealership.”

It was silent for the longest time. All worried eyes turned to Stock Share for an answer. The stallion fumbled the cigar in his mouth for a while, chuckling in satisfaction and placing the cigar down.

“I don’t think you understand the situation here, Brimy,” Stock began, earning a rising eyebrow from the unicorn in front. “What I’ve done isn’t ‘illegal.’ What I did was for my company to grow in recognition across the globe. Having more alien protection agencies will further the production of advancement in technology, and where do you think all that profit would go to…?”

Brimstone didn’t answer, his frown worsening by the second.

Stock Share let out a hearty laugh and swung his hooves in the air. “Why ME of course!” he shouted, earning several shouts of encouragement from the ponies by his sides.

“We both know that money isn’t what you’re after,” Brimstone snorted, earning more chuckles from the stallions around him. “You just want power. That’s all everypony in this building wants is power. But listen here, Mr. Share,” Brimstone leaned over the table, his eyes narrowing on the excuse of a stallion. “The protection of this planet’s race against aliens belongs solely to Noctune and the AAA. We can’t have you trying to take that title away from us.”

Stock Share did something that Brimstone was expecting. He laughed. The other ponies in the room joined in on the laughter, leaving Brimstone staring at the stallion in front with a lone glare on his face. Once the laughter died down to a minimum, Stock wiped away a tear and stared at Brimstone, his eyes equally hard.

“And just what exactly does Noctune plan on doing to stop me, huh? I wanna know!”

Instead of answering, Brimstone’s ears caught the sound he’s been waiting for. His eyes found the shadow slowly lowering past the glass that separated Stock’s office from the outside world. Brimstone took in a quick breath, ignoring the taste of the cigar’s smoke in the air.

Duck and cover.

Stock watched as the Alliance’s messenger quickly dipped underneath the table, the chair scooting outwards from his movement. He smiled, but his smile quickly faded away when he heard a different sound come from…behind.

Turning his chair around as slow as possible, Stock Share and his fellow worker ponies were met with a sight that caused their blood to freeze, their screams completely escaping them.

Behind the glass was a flying mechanized airship with rotating blades that somehow kept it upright. It was golden in color, purple lights shining in the darkness of the night sky. The two poles on the side of airship began to glow, a loud hum following the light.

The cigar in Stock’s mouth fell and hit the carpet.

It fired and ripped apart everything inside the office.




_______________




He scanned the skies when he heard the gunfire. 

Appearing out from the side of the building, Swindle activated his night vision goggles and stared straight up. He could see Vortex firing away at the building. Large pieces of glass already began to hit the streets, prompting Swindle to back away from the shards that landed next to him

“Vortex started the party without us!” Swindle shouted.

“Then get back here and finish planting the detpacks, Swindle! We don’t have much time before the inhabitants realize we’re here!” the voice of Onslaught called from the shadows. Swindle deactivated his night vision and returned back to his fellow Combaticons.

There stood Onslaught and Brawl, drenched in rainwater and with their lights glowing with an intensity that Swindle could only tell was anger. Onslaught was facing Brawl, but stopped when he heard Swindle’s voice come from behind.

“So, uh…how many detpacks was I supposed to put on the building?” Swindle asked from behind the Combaticon leader.

“Ten,” Onslaught answered.

“Okay, well, I put thirty-nine on the building so…”

“What?!” Onslaught screamed, spinning around. He was met with the sight of the entire building side covered in detpacks like hungry Insecticons feeding on Energon remains. There stood Swindle at the very bottom, smiling innocently at his commander.

“Swindle you idiot, you were meant to only put ten! We don’t want the explosion to be known throughout the country!” Onslaught shouted, jabbing his finger directly into Swindle’s chest.

Swindle pushed Onslaught’s finger away. “Well, sorry, but I was thinking for the benefit of the entire team! There’s no way we could’ve escaped in time with me carrying twenty-nine detpacks!”

“How did you even manage to bring thirty-nine detpacks all this way?!”

“Don’t. Question. My. Techniques. Onslaught!”

The two Combaticons were nearly butting foreheads, but stopped when they both felt a hand press against their chests, pushing them apart from each other. Brawl stood in the middle of the two ready to rip each other apart, his wrist flashing red lights.

“You can argue about this later,” Brawl said, pointing to his wrist, “right now Blast Off is about two miles away! If we don’t blow those detpacks then there’s no way Blast Off can take down that building on his own!”

Swindle and Onslaught looked at Brawl, then at each other. A flash of lightning appeared behind the two, the monsoon increasing in strength. Onslaught nodded, backing away from the building as fast as possible.

“Brawl is right,” Onslaught told Swindle. He directed his attention to Brawl and shouted, “Now, get back while Swindle blows this building sky-high!” 

Onslaught and Brawl both ran to a safe distance fifty yards away. Swindle did the same, his purple visor staring up at the building, his grin growing and growing. The detpacks were all glowing bright purple, soon they would all glow bright red.

“Activating detpacks now! You want wanna cover your hearing processors for this next part.”

He pressed his wrist.

All three Combaticons were blown back.

Onslaught shielded his face from thousands of shreds of debris. He could feel a massive heat source emanating from the explosion, bright reds and oranges giving the night some life. As all three of them landed on their backs in the street, Onslaught was the first to sit up and witness the carnage. Swindle and Brawl both joined in as soon as they sat upwards.

The entire building side was gone, blown to shreds with burning ashes and flames raining from the skies. The fire was growing in strength with no hope of stopping, not even the rain could put it out. Trash and glass shards littered the area for several hundred yards, but even in the devastation the building did not fall.

“Well, well, well,” Swindle mocked, standing back up and crossing his arms, “looks like I didn’t use enough detpacks!”

Ignoring Swindle’s remark, Onslaught stood up with Brawl by his side. The fires of their attack burned strong in Onslaught’s visor, sending no emotion throughout his circuits. He could feel the heat of flames melting the building supports, he could feel the bits of fire and ash landing on his armor, but he felt nothing on the inside. He just felt cold.

“Blast Off’s comin’ down for the bombing run!” Brawl screamed, his eyes scanning the dark skies.

Onslaught didn’t answer. Instead, he looked up and saw his fellow Combaticon. Blast Off released a full payload of missiles as he passed overhead, his purple exhaust creating a trail throughout the rainy skies. His payload hit the target perfectly, straight into the fire and flames.

The insides of the building erupted, forcing flames and debris to explode from all sides. As Blast Off disappeared into the night sky, the remaining three Combaticons turned to what remained of the building. They could all feel it. They could feel the vibrations of the skyscraper breaking down from the intense heat of the fire below. It wouldn’t be long now.

Onslaught turned left and walked away. Brawl followed and so did Swindle. Not a word was spoken between the three, no words were needed. Their mission was complete.

Onslaught transformed and drove off through the Fillydelphian streets. Brawl changed into his tank form and Swindle into his vehicle mode. The two followed their leader into the darkness, leaving all that they had done to burn.



_______________



Brimstone popped his head up when he heard the gunfire die down.

The glass was complete shattered, allowing rain to pour inside and ruin the carpet. The carpet was already ruined, stained with blood. Brimstone stepped out, feeling the night winds pierce his skin as the Decepticon Vortex hovered right outside, staring at him.

Brimstone stepped over the corpse of a fallen pony. He completely ignored the feeling of dread and guilt he had as he pushed past the dead bodies. They weren’t innocent to begin with, but they were still his species. They were his species that he helped a Decepticon kill.

He would have to think about this experience a different time. The building began to tip.

They blew it up. Brimstone thought. All according to plan.

Vortex was still waiting for him on the outside, his propeller blades slicing the winds to shreds. Brimstone quickly dodged the falling bodies that began to roll over his hooves. He ignored the pain his hooves felt stepping in the glass, and with one final leap he jumped out of the building, being met with the cool rain pelting his coat.

He grabbed one of Vortex’s machine guns, holding on for dear life as he felt himself slipping off the wet metal surface. 

With his pony ally secure, Vortex spun around and activated his thrusters. His blades joined together and his rockets pushed the helicopter forward just as a jet would. As the two flew by, all that remained in Fillydelphia that night was a building heading straight for the earth, the fires burning and the ponies inside screaming.









Silence. Nothing but silence. In the aftermath, nothing survived. Everything that breathed the breath of life was silenced forever once the building fell. Fires burned strong in the collapsed wreckage. All that remained in the dust was a lone, tilting rose. Stock Share’s favorite flower. A blood red rose.





		
> Chapter 43-Big Brother is Watching
> --------------------------------------------------------------------------



The rain had stopped long ago. The clouds cleared in the dark skies above, letting the moonlight pour down on the metropolis. The lights from the city had begun to rebirth from the massive crash heard not too long ago. Ponies were waking up from their slumber. They would arrive to the aftermath in a matter of minutes.

He saw all of this. He knew all of this. He knew this because he saw them leave the devastation they created. 

The overwhelming guilt inside his chest hurt, but the urge to save what survivors there possibly were was much more powerful. He needed to hurry lest he be discovered by the inhabitants of this world. Not yet. Not yet.

From the highest rooftop, the shadowed being leapt off with a front flip, landing perfectly on his two feet with not a sound heard. Excellent execution, all thanks to the excellent training.

He brought his gaze out from the dark streets and onto the cloud of ash and debris. The aftermath of the falling building was not pretty. It burned his chest just staring at the awful scene. Ashes and pieces of paper rained in harmony all around, only to end their journey by joining in the wet streets around his feet. 

The Autobot hadn’t felt guiltier in his entire life. Letting those…beasts escape with this horrible crime made him clench his fists in pure rage. He soon relaxed his knuckles when he remembered why he let them go. He was outnumbered, he was on a mission and couldn’t be discovered until he knows of Prime’s whereabouts, and most importantly…it would be very unwise of him.

He shouldn’t allow his feelings to cloud his actions. The enemy would feel the wrath of the sword when the time was right. But not here. Not now.

As he entered the smoke and cloud, the Autobot searched the dark streets of rubble to find any survivors. He scanned the entire area in a blue wave just as he did when he first arrived to the planet. The heartbeat signature was silent. His Energon began to freeze. With his scanner of no use, he listened in very carefully, his footsteps gently moving through the debris, not making a sound.

He stopped.

He gasped. 

He clutched the symbol on his chest.

At his feet, crying for a savior but not a gasp of breath escaping their dying lips…lay the fallen. Ponies, as he realized the name of the species after the first couple of days remaining in hiding, were dead and littered the rubble like common trash in the fall of the skyscraper. His blue optics scanned the area. No heartbeats. He was too late. All he could do now was stare at his failure, his failure to save them and to stop the enemy.

We discuss the soul,
ponder death’s postlude, then choose
the happy ending.

The Autobot fell to one knee. He could feel the ashes from the fires around him burning his armor, but he ignored it. He could see a fallen pony impaled from a metal spike in the shadows, but he denied it. He could hear their voices, their cries begging someone, somepony to save them as they reached their end. He abandoned them.

His fingers caressed the body of a tan-colored mare, her red mane now filthy and her life forever gone. The Autobot closed his optics.

“This act of terror will not go unpunished,” the Autobot whispered. He soon found himself clenching his fists again. “These…beasts…will be brought down. Rest now. You have nothing to fear anymore.”

He didn’t know how long he stayed in that position. When he finally stood up, the ashes from the fires all began to fall from his back and gather in large piles around his feet. 

The longing he felt when he stood up and away from the fallen pony was too much. He wanted to protect them, hold their tiny bodies against his chest knowing they were safe from the beasts. He dared not call them by their real names. He despised them, he despised the name. The symbol of evil. The Decepticons. The beasts.

That’s why left them.

The Autobot was about to turn around and leave the area in search for more survivors, but he stopped. His optics were wide with terror when he spun his head around and saw them. Ponies that were alive, breathing, and walking towards him were barely visible in the shadowed cloud of ash. Their voices were heard, all of them. Cries, questions, screams. 

The inhabitants of the city were awake and arrived to the aftermath. He wasn’t quick enough and they spotted him. He first heard a scream from a female, followed by their dark hooves pointing at him, shouting words that the Autobot did not feel welcome to.

“They’re back!”

“It killed them! It…killed these ponies!”

"Decepticon!"

The Autobot’s eyes softened, all the life he had in his spark was gone.

No…I’m not one of them. Not anymore. Never again.

The Autobot activated his cloak, his body disappearing from their sickened eyes and hateful screams. He climbed the nearest building hidden in the shadows, but he stopped halfway up. The Autobot turned his head back into the aftermath, hearing the ponies below call him a murderer and a coward. 

He didn’t blame them… At least the coward part was true.

Dark fear crackling at
the edges, the heart beats on,
pulsing core of light.




> Chapter 44-Never Forget
> --------------------------------------------------------------------------



The next morning, the frenzy in Canterlot had broken out in ways that nopony could hope to contain. All around, young colts selling newspapers were having the time of their lives handing out the newest issue of Equestria Daily for two bits each. The headlines covered an entire page. It read in big, bold letters…


FILLYDELPHIA ATTACKED! DECEPTICONS ON THE RAMPAGE!


Canterlot, once being home to the most civil of ponies in all of Equestria had demoralized to a level expected out of Ponyville civilians. Ponies were screaming in the streets, others were taking advantage of the chaos and robbed jewelry stores, but most of them were gathered right outside of Canterlot Castle, home to the Royal Sisters.

The protestors screamed Celestia’s name, demanding answers and solutions to the attack on their home. Most of the ponies carried signs. These signs portrayed Decepticon heads with large, red X’s going through them. The protestors kept on chanting the same letter over and over again.

“AAA! AAA! AAA!”

All of Canterlot’s Royal Guard kept the protestors at bay, their shields pushing them back from entering the princesses’ throne room. But the guards could still hear them, their cries of fear, of anger. They needed protection. They wanted the Alliance, or they’ll have Celestia’s head in the next hour. 

"AAA!"




_______________




Princess Celestia pushed open the doors to the throne room, ignoring the screaming ponies behind her. She would only listen to questions that needed an answer, and not questions that would lead to even more confusion.

“Your highness, Canterlot is falling apart with this attack screaming all across the country! What are we going to do to contain all of this?!” a high-ranking commander in the Royal Guard asked, his loud voice booming across the throne room.

“Well, we must do something fast,” Prince Blueblood answered, trailing behind the solar princess. He scoffed, rolling his eyes as he did so. “It won’t be long before Canterlot falls to the likes of common filth.”

“Shut it, Blueblood!” another high-ranking guard shouted, earning a gasp from the stallion. Blueblood’s eyes showed that it was as if he was never yelled at in his life. The guard ignored it and turned back to Celestia, his eyes only meeting the back of her head. 

“Princess Celestia, I’ve received word that Canterlot civilians won’t be contained for much longer. They want this tragedy in Fillydelphia dealt with now!” the guard told her.

Another member of the guard took a step forward, taking off his golden helmet to reveal his sweaty mane stuck to his forehead. “Princess, the number of casualties in Fillydelphia has reached over two hundred. There are still several ponies missing under the debris of the building! We need to act now because the Mayor of Fillydelphia is in desperate need of assistance!” he said to the princess.

Princess Celestia stopped just short of her throne. Her ears twitched with every word spewed from Blueblood’s muzzle as well as the retaliating shouts from her commanding guards. She wouldn’t be able to take much more of this. With her eyes closed and her teeth clenched, the princess spun around, surprising all the ponies in the room with her heated stare.

The princess turned towards her commanders in the Royal Guard, her stare piercing their stone eyes. “Tell all the Royal Guard that I will be out momentarily to ease the Canterlot civilians. Go now,” Celestia ordered, receiving a salute from her two commanders as they both left the throne room.

Celestia looked on to Blueblood, a frown accompanying her stare of pure fire. Prince Blueblood gulped quietly as she began to speak. 

“Blueblood, I would greatly appreciate it if you were to tell the civilians that this issue will be solved very quickly. Can I trust you with such an easy task?” the princess asked, staring straight into the stallion’s weak gaze.

He could’ve sworn he felt something warm running down his leg while under the presence of Celestia’s famous stare. Trying not to make a fool of himself any longer, Blueblood nodded quickly with a fast, “Mmhm.”

“Good… Now, be gone,” Celestia stated firmly, watching as the stallion practically scrambled out of her throne room, a puddle following him.

She turned towards the other member of the guard, her stare not as hard but still holding the intensity of the sun. She said, “All efforts to aid Fillydelphia will continue as planned. I’ll address the nation very soon, but for now…please just tell the guards what I’ve told you.”

The guard bowed before her, kissing her gold-plated hooves. “Thank you, princess,” he said to her, his voice weaker than a whisper. Celestia was surprised by the act, but not as surprised as what followed.

The same guard made his exit. He stopped by the two large doors leading into the throne room. He turned his head back to Celestia, his eyes burning red from what she knew was tears. 

“I…I have family in Fillydelphia, your highness,” the noble guard told her.

Celestia gave him a reassuring smile, the best she could ever muster. “Then we’ll double our efforts,” the princess told him.

The look on the guard’s face made it seem that he just received a gift from the heavens. He kept his composure, and nodded once to his superior. “Thank you, your majesty,” he said with a nod, leaving the throne room with the two doors slowly shutting behind him.

Princess Celestia stared at the two doors for whoever knows how long. While her eyes never blinked, the images from the early morning newspaper kept rewinding through her mind. She saw he devastation, the fires, and the tall, two-legged creature standing amongst it all. A Decepticon standing around her…her little ponies. All dead.

Her eyes remained hardened to the bitter end. Even as she turned to her throne, her eyes never broke, never shattered to the overcoming tragedy and pain filling in her heart. What her mind and feelings wanted her to do, she knew she couldn’t. It would be foolish, asinine to let her feelings dictate her actions. 

The princess took a seat. That’s when she let out the tears.

Releasing a massive wail of despair, the solar princess planted her hooves firmly in front of her to prevent falling. That didn’t stop the fresh tears from landing right below her head in little drops. Her chest began to heave in and out, the weight of the world falling on top of her. Not crushing the princess. It was only bringing her down, beating her, tearing her apart.

Hundreds of lives lost in one swift act of terror. An entire city put on lockdown and making sure nothing got out. Screaming ponies right outside her castle demanding actions being taken. It was just like after the Decepticon invasion a year ago, only this was for worse. Back then, Princess Celestia had full support from nations across the world in reassuring that they would all be safe. There were to be no more alien invasions.

Since the attack last night…all Celestia got were a few condolences from Equestria’s neighboring countries. The rest were outrageous assumptions from the Griffon Kingdom and the land of the minotaurs asking just what a Decepticon was doing on the planet. 

When they first found Optimus, Princess Celestia did her best to keeping it a secret from the rest of the world and only securing the news in Equestrian borders. The news of Optimus Prime found in Equestria was nothing but rumors in the Griffon Kingdom. They were lucky. Very, very lucky. Celestia didn’t have that kind of assurance anymore. The attack on Fillydelphia and the picture taken of the possible Decepticon had gone worldwide.

The riots. The chaos. The peace she hoped to create since the invasion happened. They were united once more. Ponies, griffons, zebras, minotaurs, all of them had the trust and faith in each other knowing that they would stand together against any force that threatened their very way of life. Now, nations across the world were preparing themselves for another attack without any help from Equestria. 

That’s not what made Princess Celestia heartbroken. She wasn’t even upset about that. What made her heartbroken was the attack itself.

Her little ponies…

Gone.

Bound to protect them from any force of evil bent on destroying their world, Celestia hadn’t felt this much sorrow since…since the Decepticon invasion exactly a year ago. She couldn’t do much back then. Back then, all the assurance she had was in Twilight and her friends to succeed in the Crystal Empire. Now, all the assurance she hoped to have in this dark time was gone. The faith her subjects once had in her as a leader was slowly fading away, she could feel it. The love, the motherly love was beginning to shatter.

“Oh, mother… Oh, father…what am I going to do?” Celestia whispered under her breath, barely hiding the whimpers. She opened her eyes only slightly, allowing even more tears to pour down her cheeks. She looked up towards the ceiling, past that and into the heavens.

“I need your help…”






Do not beat yourself up, sister. Celestia heard in her mind. The solar goddess looked around the throne room, noticing not another breathing soul.

Oh, Luna. What have we done to deserve this? All we do is give and give and give and all we receive is pain and fear. 

That’s what it means to be a leader. Sometimes we need to take a stand, by ourselves if we must if we ever hope to achieve true peace. You taught me that. Luna responded telepathically.

Celestia thought for a few seconds, then responded. They’re losing faith in us, Luna. 

I know.

We need to assure our little ponies that the Decepticons are not a threat. We need them to understand that if Equestria survived the invasion then it will most definitely survive this cowardly attack. Since the Crystal Heart is gone, all we can ever hope is that the Decepticons don’t use it to their advantage.

The efforts are still dwindling, my sister. The Crystal Heart is nowhere to be found despite the nation-wide investigation. Perhaps…we need assistance. Luna spoke in Celestia’s mind, her voice cold and low.

Celestia opened her eyes. The look she gave was almost unsure, but it held some understanding through the clouds of deception.

She spoke to Luna. Surely you’re not considering we speak with…him.

What other choice do we have, sister? Luna asked. As much as I distrust that little worm, his company’s “strike” had to of end by now. We need to know what he plans to do to stop this fear spreading across the world. The Alliance is known throughout the world as the ponies that protect the planet from aliens. 

Celestia could hear Luna sigh, even in her mind.

Maybe our little ponies can’t trust us…but they can trust him.

After finally taking in the truth of her younger sister’s words, Princess Celestia sat upright, no shred of emotion flooding past her stare. 

Ever since they’re creation, the AAA has been growing in strength, in propaganda, and mostly in power. Celestia would always see they’re logo in the morning newspaper, and today it was even larger. She knew what power could do. It changes ponies, it changes who they really are, what they’re meant to be. Celestia learned of this long ago. She learned of it from her sister taking the night to an all new level.

Nightmare Moon wanted her night to last forever. Doing so would bring her on top. It would bring her power. Power corrupts, nopony could change that. But even with all the warnings she gave him, Celestia just couldn’t convince the stallion otherwise. 

Sadly, Princess Luna was right.

The ponies of Equestria trust him. Noctune.

I will see what I can do, sister.

She made sure to cut off the telepathic link she had with her sister as she stood from her throne. Princess Celestia walked down the long throne room that led to front doors. Using her magic to push them wide open, the princess was met with two guards instantly coming to her side to salute her.

Celestia brought her eyes over to the left guard. She made sure they weren’t wet from not too long ago. 

“Get the Royal Messenger prepared for travel at once. I want to meet with him before he leaves for Vanhoover in the next hour,” Celestia ordered, earning a strong and swift “Yes, your highness” in response. As the left guard galloped away in search of the messenger, Princess Celestia sighed and turned towards the only remaining guard.

“What are your orders, princess?” the guard asked, his tone of voice sounding as though he would go through Tartarus and back for her sake.

“Follow me please,” she stated plain and simple.

The guard, almost stupefied for a few seconds, snapped out of it rather quickly and trotted up to next to the princess’ side. He placed the spear next to his holster, allowing him to walk normally, though it did look odd for a five-foot spear to be sticking straight out in front of him. He ignored it, and instead brought his attention onto the princess to his side.

After about two minutes of nothing but walking through hallways and stairs, the guard looked at Celestia and asked, “I don’t mean to sound rude, your highness, but…where exactly are we going?” 

The look in Celestia’s eyes assured the guard that he was speaking with the leader of the strongest country on the planet of Equis, and not just an average princess. She stared at him with eyes of pure steel, and her tone of pure intensity.

“I will be addressing the Canterlot citizens of what this attack means, and how we are going to retaliate against this cowardly aggression,” Celestia told the lower guard.

The guard nodded, but stopped when one of his eyebrows began to rise suspiciously. “Oh…so, uh…what do you need me for?”

The two just reached the foyer that led outside. As they walked down the long stairwell, Princess Celestia and her trustworthy guard could hear the chants from outside, as well as rocks and rotten fruit being thrown at the stain glass windows. Celestia could hear Blueblood’s voice joining the chants.

Why do I ever trust him with anything? Fool.

Her thoughts were interrupted when she noticed that the guard was gripping his spear, ready to rip it off his holster. She placed her hoof over his, causing the white stallion to flinch and look up at her.

She gave a sad smile, finally answering his question.

“You might need to hold them off for me.”

And with those final orders given, Princess Celestia pushed open the two massive doors. She was instantly met with her morning sunlight and the hatred of a thousand ponies.





> Chapter 45-The Alliance
> --------------------------------------------------------------------------



Noctune couldn’t stop smiling. It was all forced anyway.

Through the glare of Celestia’s sunlight, the leader of the Alliance watched as a golden carriage being pulled by Pegasi with golden armor flew down and landed right in the correct parking spot. It was directly in front of the Alliance headquarters. At the very top of the stairs leading into the Alliance headquarters, there stood Noctune, his smile never wavering.

The carriage doors opened to reveal the pony Noctune has been waiting for. 

Celestia’s Royal Messenger, Speeding Bullet, took his first steps into the city of Vanhoover. He was a pure white Pegasus with a slick, golden mane. He carried a brown clipboard underneath his foreleg, his hoof reaching up to adjust the black glasses atop his snout. His dark blue eyes stared at the masterful architecture of the Alliance of Alien Activity. Speeding Bullet had always heard of it from all the billboards he’d seen over the past months, but he never imagined to be setting hoof inside. He was very nervous.

But he was even more nervous to be meeting…him. 

Following Speeding Bullet was Celestia’s Royal Guard, five to be exact, all equipped with the strongest swords and heaviest armor. Each stallion was bigger than the meager Pegasus by a long shot. It didn’t mean much to Speeding Bullet. All it really meant was that he felt more protected.

Speeding was too busy staring at the dark marble columns surrounding the front side of the Alliance that he didn’t even notice he was at the very top of the stairs…and right in front of him.

Noctune. That was his name. Nothing else. The dark brown earth pony stared at the Pegasus in front of him, the grey orbs of darkness that were his eyes glowing with pure heat. Speeding swallowed nothing but air, beads of sweat attached to his forehead.

He didn’t make the first move, Noctune did. He surprised everypony by reaching forward and wrapping the Pegasus up in a hug. Speeding’s mouth couldn’t have dropped any lower as he felt Noctune’s hoof reach around his neck, the stallion’s low chuckles being vibrated through his throat.

“Hehe…it’s great to finally meet the messenger to Princess Celestia herself,” Noctune mumbled into the pony’s ear, breaking the hug. He motioned his brown hoof behind him, to the entrance of the building. “Welcome to the Alliance of Alien Activity,” he said with big smile.

Speeding Bullet, having just recovered from the shocking encounter of the dark stallion in front of him, finally took his time to observe the massive building he was soon to enter. Marble columns lined the front portion of the main complex. The entire building was pure white, several rows of doors stationed in the front of the building where the Pegasus could see several other ponies entering and exiting. Hanging above his head and on top of the building sat a massive sign with three capital A’s all colored dark blue. “The Alliance of Alien Activity” all sat snugly underneath the bigger letters. 

The Pegasus cleared his throat, adjusting the clipboard underneath his foreleg. “Mr. Noctune, it’s a great pleasure meeting you on such short notice, even more so with these hard times approaching. From the looks of it, I think it’s safe to assume that the worker’s strike has been contained?”

Noctune nodded, all of his teeth shone when he smiled. He said, “The strike has been dealt with appropriately. As of now, we are listening to the complaints of the workers and seeing how they want change in the company.”

“That is fantastic news, the best I’ve heard all day,” Speeding Bullet commented with a warm smile, though there was a hint of sadness behind it that Noctune could tell perfectly.

Definitely not the best yet. Noctune imagined, but refrained from saying it out loud. Instead, he gestured with a friendly hoof behind him, towards the entrance.

“Perhaps we can discuss her majesty’s message inside?” Noctune said to the Pegasus. His smile grew even wider when he mentioned, “I can even give you the grand tour if you’d like.” 

Speeding Bullet stopped himself there. He looked back at the five guards accompanying him, each of their faces bearing no emotion. One of the guards turned his solid stone eyes towards the Pegasus, nodding once and snorting.

With a little nod and a quiet sigh, Speeding brought his gaze back into Noctune’s. He pulled away once their eyes connected, the darkest of feelings trying so desperately to enter his body. Speeding couldn’t bring himself to look Noctune in the eye. He had no good feelings behind it.

Instead, the Pegasus only nodded, saying to the stallion, “Lead the way, Mr. Noctune.”

Noctune knew the messenger was having ill feelings. If his stance and posture didn’t show it then the uncertainty in his eyes and the sweat on his forehead surely did. Noctune would keep that in mind for later on. 

Without another word, the leader of the Alliance slowly turned around and made his way through the front doors that weren’t already crowded by workers. Speeding Bullet and the five guards followed right on his tail. Once entering the air-conditioned building, Speeding Bullet’s jaw nearly popped right off his mouth. 

The color, the architecture, the designs, all of it was unbelievably eye-opening to the newcomers. Hanging from the ceiling were multiple chandeliers with glowing bulbs of light from each one. There were also large-scale replicas of Alliance airships hanging from wires and scattered across the ceiling. Speeding brought his gaze down to witness the massive foyer. With whatever ground wasn’t covered by every day ponies or workers rummaging about, the polished floors gave the reflection of everypony in the room. It was constantly loud, both from the workers shouting at each other and the ponies bringing in newfound alien disturbances. Speeding Bullet had to push his jaw up forcefully. The guards all stood there, no signs of amazement flushing through their eyes.

Noctune stood in the middle of it all, giving a smug grin at the looks on their…his face. 

“Pretty impressive if I do say so myself,” Noctune commented, catching the attention of Speeding and the five guards. The guards looked at each, possibly contemplating on the scenery while Speeding Bullet actually took a step forward and cleared his throat.

The Pegasus looked around, but never did bring his eyes towards Noctune’s.

“You have truly become a somepony in this city, Mr. Noctune,” Speeding congratulated, earning a satisfied smile from the leader of the Alliance. That smile quickly faded when Speeding added, “Though…I can’t help but wonder if this place is missing something…”

Noctune nearly scoffed. “What ever could you mean?”

“Well…this place is nice, I mean really nice …but…”

“But what…?” Noctune prompted.

“It could really use a fountain right there!” He pointed his hoof over to an area with nopony walking, an area big enough to fit a fountain that could reach the ceiling. “A fountain right there would really set the mood.”

The dark brown stallion bit his inner lip, nodding slowly, his eyes glued on the area Speeding mentioned. He groaned, turning his face back to the messenger’s. 

“I have been told that,” Noctune admitted with his voice much lower than normally. He then noticed how loud it was in the main foyer. They needed to go somewhere quieter and presumably be alone. 

Noctune’s smiled returned, and he waved the messenger towards him as he began to turn around. “Follow me, please. I’d like to hear the message from Princess Celestia without any witnesses,” the stallion said, already leaving the six ponies in the dust.

Speeding Bullet stopped dead in his tracks, somehow finding Noctune’s choice of words to be very interesting. He was pushed forward, however, by the five guards behind him, prompting him to move on ahead. Speeding realized their rush. The sooner they delivered the message then the sooner they could leave.

Matching the pace of the speed-walking stallion, Speeding Bullet caught up to Noctune’s side, barely making his way through the ponies constantly bumping into his shoulders. Those worker ponies were roughly pushed aside the Royal Guard following right on Speeding’s tail. A few curses were heard here and there, but nothing too vulgar for the guards to be concerned about.

“So, where exactly are you taking us, Noctune?” Speeding asked, adjusting the clipboard to rest underneath his wing. “Perhaps an office room or an empty hallway, somewhere quiet so I can give you the message?”

Noctune didn’t even turn around, suddenly taking a sharp turn left, the other six doing the rest. He smiled widely, though the others couldn’t see it until the Pegasus came to his side.

“All in due time, Mr. Bullet. All in due… Hey, would ya look at that?”

The group suddenly stopped. Noctune’s head swiveled to the wall on the left, a large box with a black a white screen hanging from said wall. Speeding Bullet noticed the logo forever resting on the screen. The Alliance logo. Serpents and all.

What surprised the Royal Messenger most was the use of technology in this company. So far, from the constant workers pushing heavy machinery back and forth with every area he visited, Speeding wouldn’t be surprised to at least see a new form of technology used in the Alliance headquarters. He was staring at one of the biggest pieces of advancement in news that the AAA created themselves. Their entire budget just didn’t go into developing weapons to protect the planet, but they also invested it into creating the future for Equestria. The future of technology.

“I never get tired of watching this,” Noctune commented before falling into silence. Speeding sent a quick look his way before bringing his attention onto the black and white screen. 

The Alliance logo fizzled out and the very shaky footage of a city in smoke and fire popped up. Speeding Bullet gasped when he saw a sign that read, “Welcome to Vanhoover” appear in front of the black and white footage along with what remained. Very tragic music was played in the background with what appeared to be on a chorus of trumpets as the camera footage panned over the devastation.

The screen began to talk in a voice that sounded more like a swindler instead of a mourning pony.

“The aftermath is unlike anything we as Equestrians have ever felt before. The alien invasion has dealt a serious blow to our country, our neighboring nations, and worst of all…our friends and family.”

The black and white footage began zooming into a mare with a dying colt in her hooves. This made Speeding gasp in shock. He was a very queasy stallion and didn’t take kindly to the kinds of images he was witnessing. 

“They thought they could break us down, tear us apart and even turn us into their own slave army. The message is clear enough: All aliens are dangerous. In the wake of our darkest hour of need, an unlikely group of heroes stood up in the ashes of our fallen and united us once more.”

Speeding Bullet began to smile…

“Allow the world to know our newest protectors: The Alliance of Alien Activity!”

…and then his smile disappeared. What about the Autobots, the true saviors of Equestria and the world?

“The Alliance of Alien Activity specifies in the protection of all races this planet holds dear. No longer shall the world fear of constant alien threats now that the Alliance is on the watch! Using cutting-edge technology never before seen, the Alliance of Alien Activity will ensure the safety of everypony, griffon, minotaur, zebra, everything and everyone that breaths the breath of life. No longer shall you fear an alien lurking around the next corner, because here at the AAA we do our part!”

The scene of several ponies working in lines shifted to a dark stallion sitting in an equally dark leather chair. He spun around, smiling right in the camera. Speeding turned his head over to Noctune. The stallion was grinning ear to ear.

“Hello, my name is Noctune, founder and leader of the Alliance of Alien Activity,” the pony on the screen stated in a voice that was scratchy, probably due to the effects of the film footage. He continued, “As a fellow survivor during the tragic events of the alien invasion, I’m here to tell you that when our very existence is threatened by extraterrestrial life, we will not back down and take it like spineless cowards. If we can overcome the hardships we’ve faced since the founding of this great nation of Equestria, then we can most definitely survive this. We’ll do our part in protecting our species, as long as you, my fellow brethren, do your part. I give you my word.”

Noctune on the screen finished with a bright smile, a glimmer in his white teeth to go with it.

The propaganda film ended with the screen flipping to a still image of the Alliance logo and the saying to go below it. 

“This message is brought to you by the Alliance of Alien Activity. Changing the world today, ensuring the safety of our future tomorrow.”	

Once the film had ended, Noctune stamped his hooves against the smooth, marble floors. He laughed whole heartedly, turning his head back at the six ponies. Speeding had a look that held mixtures of shock, confusion, and slight anger. Each of the guards kept their emotionless stares on the brown stallion, the spears being gripped ever so tightly.

Noctune gave a half smile, chuckling, “I always love that. Ever since the day we first began recording I knew what we were doing was for the good of Equestria.”

Speeding Bullet seemed to of found his voice again. He stuttered at first, but spoke out what he was feeling. “B-b-but w-what about the Autobots? They gave up their lives to save us all and you didn’t even mention them in that film! All it said was that ‘all aliens are dangerous!’ You and I both know that’s not true.”

The stallion facing away from the Pegasus simply sent him a blank stare. For about ten seconds, he held that same stare, prompting the guards to grip their spears tighter. Finally, Noctune snorted, turning away from Speeding’s eyes.

“Is it?”

That’s all he said before walking off, followed by these next words when he didn’t hear their following hoofsteps behind him.

“We’re nearly to the training grounds. I’ve ordered all Alliance soldiers out so we can have the runway to ourselves. Hurry up.”

Speeding Bullet sneered, his blue eyes turning back to catch the gazes of each of his protectors. All of their faces were scrunched up, their eyes narrowed, and their hooves shaking against the spears they held. They clearly didn’t feel comfortable, but their job from the princess wasn’t to feel comfortable, it was to protect the messenger. No matter the cost.

Facing all doubt, Speeding Bullet led the five guards behind him on Noctune’s trail. They watched the stallion’s black tail disappear behind two closing doors, slivers of sunlight seen on the other side. Speeding stopped in front of the twin sided doors, he reached back and swiped the clipboard under his wing, re-reading the message Princess Celestia wrote herself. Her penmanship was incredible, so swift and direct. Time to be her message. Swift and direct.

He pushed open the doors.

“Noctune, Princess Celestia is horrified at the attacks in Fillydelphia, as well as the rest of the world. The reason she comes to you is because there were rumors of Decep-”

His eyes widened.

His jaw dropped. 

His clipboard landed on the cement with a soft thwack.

The messenger was greeted by eight giants, but not just any giants. Their eyes burned purple and red, their bodies rose high enough to block the sun, and the symbol each one bore nearly caused the meager Pegasus to go into a panic attack. The giants all turned their large heads towards their newest visitors. Some of them smiled, some chuckled, and the only giant with one eye looked down.

There was Noctune…right under them. The Decepticons.

Speeding Bullet made the mistake of trying to put his name to the test. He spun around to face the guards, ready to push them away and make a run for it. The guards, each of them with eyes wide and weapons ready were suddenly trapped in a white light. Speeding stopped, his eyes beginning to tear up.

He heard a very loud boom and was suddenly pushed backwards from an unknown force. The bright light returned, even brighter (if that was possible) this time. Speeding was forced to shut his eyes from the light as he lay alone on the cement. All he could hear were the screams of Celestia’s guards, each one of them being diminished to silence.

Speeding once again made the mistake of opening his eyes. Whatever remained of the guards sent to protect him were now nothing but a pile of scorched bones in a big, black circle. The fear filling in the messenger’s heart caused him to act without thinking, and he took the only chance he could get at escape.

Another mistake. He felt a pair of hooves dig into his back, forcefully spinning the Pegasus around. A hoof connecting to Speeding’s cheek surprisingly sent the poor pony flying into the nearest wall, creating cracks against the wall’s surface from the force of the hit.

Taking in the only breath of air he could have ever hoped to obtain, Speeding weakly opened his eyes, only to have them shrink to the size of pinpricks when Noctune jammed his foreleg right into the Pegasus’ throat.

Speeding was too terrified to contemplate the situation. Instead of looking into this maniac’s eyes, the Pegasus brought his gaze upwards, instantly regretting it when he saw the giants approach. All of their weapons were pointed towards him, their massive feet crunching the bones of the guards as they passed.

One of the giants, a very bulky one with a yellow visor said, “I wouldn’t try and flee if I were you, unless of course you want to end up like your little friends.” 

The giant gestured his weapon to the shattered bones of Celestia’s guards. Speeding didn’t need to be told twice.

The messenger, now finding it very difficult to breath, was forced to look Noctune in the eyes. The swirls of darkness made the Pegasus shiver. It was darkness he hadn’t seen since Tirek ripped the magic away from Speeding, rendering him useless against his wrath. This darkness felt different. It wasn’t Noctune, it wasn’t a pony, it simply wasn’t of Equis. It was…alien.

“Tell your princess this,” Noctune finally spoke after nearly a minute of nothing but terrifying stares. He leaned in towards the poor pony’s ear, causing him to shiver uncontrollably from his touch. Noctune’s deep voice rang in Speeding’s ear, making the Pegasus whimper in ways only a mare would do.

He said, “The world will never be safe with Celestia still alive. Her reign…is over. The Alliance will purge this country of its sins and build it into a glorious new era…an era of the Decepticons.”

Noctune released his foreleg from the pony’s throat, the device hidden underneath his jacket relaxing. The Pegasus did the same and fell flat on his back, his terrified eyes shifting from Noctune to the eight Decepticons standing behind him. He truly saw it now. The Alliance. The evil. Oh, Celestia…

Oh, Celestia…

The messenger couldn’t fly out of there fast enough.

Shockwave, after quietly watching the measly pony wet himself and scamper back inside the Alliance headquarters to make his daring escape, slowly looked downwards towards the dark brown stallion. He lowered his cannon.

“Would now be the perfect time to enact our plan?” the cyclopean Decepticon asked, receiving several nods of anticipation from the Combaticons behind him.

Noctune smiled up at Shockwave, his dark gaze facing the swinging doors. He smiled a killer’s smile, the kind of smile he was known for.

“It’s time to show the world what we’re made of,” the pony muttered, his smile only getting bigger and wider when he heard the rowdier Decepticons behind him cheer. He looked back at Shockwave, politely clearing his throat. “Would you do the honors?”

Shockwave pointed his cannon at the wall and blew it.




_______________




The Royal Messenger skidded, slid, tripped, and pushed over as many ponies as he could to get as far away from Vanhoover as possible. Once he was out the front doors then he’d be free. He’d fly all the way to Canterlot if he needed to. He just needed to get out.

Silence fell upon the foyer as everypony in the massive room stared at the screaming Pegasus making a break for the exit. That silence merged into confused murmurs followed by questions. It wasn’t loud, but it also wasn’t quiet.

They all heard it.

BOOM!

Mares shrieked in surprise, stallions all backed away from the force of the explosion, and Alliance workers made the smart decision and got out of the foyer as quickly as possible. They knew what was coming, everypony else didn’t.

The same kind of silence returned to the room once more as the giants entered the foyer. 

The front desk instantly closed, but nopony even dared to notice that. All eyes were forced to stare upon the monsters that slowly entered without a word. Their presence enough made everypony by their feet quickly back away, all looks of terror etched into their expressions. Those ponies already saw the symbol each giant bore, and they’ve never felt more horrified since…that day.

They were even more horrified to see who was under them.

Several gasps filled the air once Noctune, the leader of the Alliance, stepped out from under the giants’ legs. Ponies shook their heads in disbelief; others slammed hooves over their mouths to silence their horrified gasps. Noctune was smiling, not even smiling…but grinning. The leader of the fight against aliens was smiling right under their heads.

Noctune scanned the massive crowd, pleased to know his workers got out in time. All that was left were the slaves of this generation ready to be taught a lesson.

He raised his hoof in the air.

He announced loudly, cutting the silence in two, “Citizens of Vanhoover…allow me to proudly introduce your new rulers!”

Shockwave pointed his cannon forward. Soundwave whipped out his TechVolt. Starscream activated his Nucleon Charge Rifle. Each and every Combaticon; Onslaught, Brawl, Swindle, Vortex, and Blast Off pulled out their weapons. All ends turned to face the ponies, each of them glowing.

The Decepticons fired into the crowd.

Panic and frenzy, that’s all it was. The bloodcurdling screams of the equines could be heard throughout the city of Vanhoover. Nopony was there to save them, nopony to stop the monsters from hurting them. It was a force that couldn’t be stopped. This was the lesson Noctune was teaching to his slaves. Obedience. A reason never to defy him.

The Combaticons moved forward to stop the ponies trying to escape. Swindle rolled forward, crushing ponies as he did so, and pointed his assault rifle into a group of ten. Each one fell with several red dots painted into their skin. Onslaught, using his Energon Harvester, wiped out large bundles of begging ponies. All that was left was their bones that he casually walked over.

Blood flowed through the Alliance headquarters, even down the front steps. The ponies that managed to push out into the sunlight were instantly mowed down by three flying insects, their machine guns tearing through their little bodies without remorse. 

In the city of Vanhoover, a new evil was born. Creatures with no soul, no emotions, had taken over the ponies that lived peacefully there. Their lives…shattered. Their hopes…broken. Their freedoms…stripped. And nopony could hear them scream. Nopony.

Noctune heard them, but he was far from being called a pony now. He was laughing at the massacre, enjoying the bloodshed he had wrought upon the city. 

A monster was born that day, a monster that would change the world.


	


> Chapter 46-The Message
> --------------------------------------------------------------------------


Princess Twilight burst into Celestia’s throne room, her eyes darting across the long hall. Her swiveling head rested on the solar goddess herself sitting on her throne. A shaking pony was sitting under her wing.

“Princess Celestia!” Twilight called out, galloping forward.

The princess looked up from the Pegasus resting under her wing for comfort. Usually when she saw Twilight it brought joy to her withering heart. It was the same kind of joy she felt since the day she first met the little filly, the day Twilight first became her student. But for some reason, Celestia couldn’t find a reason to smile when Twilight came up to her.

She just felt…lost, broken.

The Alicorn stood panting and sweaty right in front of Celestia. “I’m so, so, so, so sorry for the wait, princess! I was just really busy this afternoon with the Auto…” she stopped when she noticed the pony under Celestia’s wing staring at her, “…with…the Autobots back at Ponyville that I accidently missed the train. So, I had to fly here, which explains why I’m kinda sweaty and…dirty.”

Twilight rubbed a hoof through her mane, adjusting the hair sticking out. 

“There is no need to apologize, Princess Twilight,” Celestia breathed.

“Sorry!” Twilight squealed, smiling sheepishly.

Celestia managed the smallest of smiles gracing her lips. Twilight was so young. She had so much left to learn. Celestia mentally sighed when the thought returned to her. She didn’t want to have Twilight worry about this, but realized quickly that this was no game the Decepticons were playing. This threat was real, and Twilight needed to know about the truth.

The Alicorn nervously stamped her hoof on the ground when Celestia continued to remain silent. She cleared her throat, catching the elder princess’ attention. 

“So…what exactly did you want to meet with me about, princess?”

The truth. That’s what Twilight needed to know.

She could feel the Pegasus, her Royal Messenger, cuddle up closer to her body as his terrified gasps echoed throughout the throne room. Even Twilight could hear him, giving her eyes a look of sympathy. Celestia made sure her wing offered the Pegasus warmth and protection. After what he told her, every single agonizing detail, the princess didn’t blame the full-grown pony for acting this way. 

Celestia sighed one last time before turning to face Twilight, her fellow princess.

“I believe you already know of the attack in Fillydelphia?” Celestia began with a question.

Twilight Sparkle nodded, a sigh of her own escaping her breath. “How could I not? It was all over the morning papers today. That’s also a reason I wanted to see you today personally, Princess Celestia. I need to know if there were really Decepticons spotted in the attack and it wasn’t just false assumptions.”

An image of the assumed Decepticon flashed behind Celestia’s eyes. The front page of Equestria Daily had the shot of the Decepticon standing amongst the ruins of the collapsed building. It looked believable, but it was something Celestia couldn’t believe unless she saw it for herself. That’s when she sent her Royal Messenger to Vanhoover… That’s when he saw...them.

She spoke again, every word a challenge to put out.

“Whether or not the evidence in Fillydelphia is true or false, I believe there is one undeniable truth we cannot ignore.”

Twilight looked over to the Pegasus once more. His blue eyes were locked with Celestia’s, another shiver rolling through his body. He nodded once to her. Gladly taking his approval, Princess Celestia turned to face Twilight again, her eyes making her look a thousand years older.

“My Royal Messenger, Speeding Bullet, has just returned from his trip to Vanhoover to meet with the leader of the Alliance of Alien Activity. His job was to deliver my message and to learn why Noctune hasn’t been doing his duty in seizing Decepticons from harming innocent ponies,” Celestia explained, stopping for the shortest amount of time.

She noticed Twilight leaning in closer, her eyes as large as dinner plates.

Celestia sighed. “When Speeding Bullet met with Noctune…he was not alone. Inside the Alliance headquarters were living Decepticons. They did not harm anypony that worked there, they did not harm Noctune, but they harmed him. Noctune also gave my Royal Messenger of message of his own, or a threat would be a better choice of words.”

The look on Twilight’s face said it all. 

“He said that Celestia’s reign is over and that the era of the Decepticons had begun.”

Twilight backed away, eventually falling back on her rump. She shook her head rapidly, her breaths taken in dangerous, little gasps. The whole time, all she muttered were words of denial. But not even her denial could shake the truth, the kind of truth Twilight did not want to hear.

She looked up to meet Celestia’s gaze, the elder Alicorn continuing.

“The Alliance of Alien Activity has betrayed Equestria and has joined forces with the Decepticons. I have received word not too long ago that Vanhoover has just been captured and is being used as the Decepticons’ base of operations. With the Crystal Heart in their possession, and an entire city under their control, I can only imagine what horrors they’ll commit. However they got here, the Decepticons, we already know that they will not be playing around with us any longer.”

Twilight got back up and shook her head, her mind still reeling on the fact of this betrayal. She looked up at Celestia and shouted, “This…this is terrible! There’s gotta be something we can do to take back Vanhoover! We can…we can…” 

An idea suddenly popped into Twilight head, causing her eyes to be lit up like a bulb.

“We can use the Rainbow Power to stop the Decepticons! My friends and I-!”

Celestia raised her hoof, causing the Alicorn to fall into silence.

“The use of the Rainbow Power had occurred to me, Twilight,” Princess Celestia began. “But the Decepticons have already made a broad statement throughout the country. They said that if any force tries to intervene in Vanhoover’s boarders then they will begin executing innocent civilians by the thousands, all at once. We cannot take that risk.”

Twilight’s head fell, her ears falling flat against her skull. She looked up at Celestia, her eyes burning. She said, “They’re…not afraid, princess. The Decepticons aren’t afraid of making themselves known once again.”

Celestia nodded grimly.

“If we can’t do anything to free Vanhoover…then what can we do, princess?”

For this, Princess Celestia actually had an answer that might help her friend’s wounded heart, as well as her own. Gently nuzzling the Pegasus under her wing, the solar goddess opened her eyes slowly to stare at Twilight, a sigh making its exit through her lips. 

“For now, all we can do is pray for those suffering in Vanhoover,” she said, causing Twilight’s head to slowly fall. It picked up once she added, “I have already sent an order throughout the country declaring the Alliance be terminated. All members in any cities across Equestria are to be persecuted and imprisoned for their betrayal.”

“What about me?” Twilight asked, earning the attention of both Celestia and her Royal Messenger. “Why did you want to tell me this information? Shouldn’t Shining Armor or the Griffon King be told about this?”

Princess Celestia nodded. “I have made sure that Prince Shining Armor and all neighboring nations have heard of this threat building on our own soil,” saying this caused the smaller Alicorn to breathe a breath of relief. 

Celestia continued, “While their support is appreciated, it doesn’t fill the fear I have in your…” she looked down at the Pegasus under her wing, sighing softly “...Autobot friends back at Ponyville. I fear they might be targeted first from the Decepticons’ aggression. 

Twilight nodded grimly.

“The reason I called you here, Twilight, was so that you can spread this message to the rest of the Elements and your Autobot friends. Tell them this threat, prepare them for the inevitable, and for my sake…please be safe.”

Princess Twilight bit her lower lip hard, looking back and forth between her hooves. The message, the threat, the truth, all of it was so overwhelming for her. Now that the Decepticons were back, holding an entire city hostage, the truth in Celestia’s words made sense to the younger Alicorn. The Autobots were no doubt going to be targeted first. With them out of the way, there was nothing standing in the way of the Decepticon aggression. 

She needed to tell her friends…now!

Quickly bowing to the princess, Twilight spun around and pushed aside the two massive doors, her galloping hoofsteps heard throughout the hallways.

Celestia watched her leave with the same kind of feeling she had a year ago. Dependency. Twilight needed to tell the Autobots of this and prepare them for the Decepticon attack that was no doubt heading their way, shrouded in a storm of darkness with legions of evil by their side. If she didn’t get them prepared and if the Decepticons did indeed attack…then what hope could they have in defeating not only the returning Decepticon threat but the strength of the AAA?

Not much hope to find. Not much hope to live for.

The Pegasus’ terrified gasps caught Celestia’s attention quickly. She brought down her head and nuzzled his neck affectionately. It did very little to calm him down.

He spoke.

“They…they killed them,” Speeding Bullet whimpered. “All those ponies…I could hear the gunfire…and their…their screams. I should’ve done something…I should’ve gotten help.”

“Shhhhh…it’s alright,” Celestia whispered into his air, her wing wrapping around him tighter. The messenger looked up at Celestia, a tear sliding down his cheek.

“I’m…I’m so sorry, princess. I failed you.”

The solar princess placed a hoof over his mouth. Speeding was quite surprised to see a tear of her own falling away from her eye, but he could understand the feelings she held, the guilt she felt. The pain in her heart was strong, for the Pegasus could barely feel it beat.

“No, my little pony,” Celestia told him, another tear falling, “I’ve failed you.”
	




	

> Chapter 47-You Had One Job
> --------------------------------------------------------------------------



He drove his fist right into the computer’s screen, creating a shower of sparks to dance across the table and floor underneath it. 

Ripping his only fist out of the dying piece of Cybertronian technology, Shockwave reared back and slammed whatever frustration he had left into the wall, a loud bang echoing throughout the warship. The sound continued to rebound across the dark hallways and chained walls of the Nemesis, leaving nothing but silence in the warship above the city.

Others heard the sound as well.

“Ugh,” Starscream groaned, turning his head over to the Decepticon on his left, “don’t even bother with Shockwave now, Soundwave. He’s clearly struggling over his panic attacks…again.”

Soundwave responded as best as he could, with silence. The two Decepticons watched as the door in front of them split apart. Behind it revealed the bridge of the Nemesis, the Dark Spark seen floating on its stand in the middle of the bridge. That wasn’t news to either Decepticon, in fact, they’ve been staring at the relic for so long that it’s not even interesting anymore. Their attention was captured by the current leader of the Decepticons.

His back was facing the two, his head low. The Decepticon Seeker sighed heavily, completely uninterested. He showed his enthusiasm by leaning back on the nearest dark wall, crossing his arms as he did so. Soundwave, on the other hand, approached the Decepticon leader with news. Good news, fantastic news, even amazing news that even Shockwave would want to hear!

“You’re a fool.”

Soundwave stopped dead in his tracks, slightly past the Dark Spark and about ten feet behind Shockwave. The Communications Officer didn’t move or speak. He just listened…and watched.

Shockwave continued to tear himself apart, his right fist clenching and relaxing with every passing second.

“You’re nothing but a mindless fool who can’t even complete the simplest of tasks handed to you on a silver platter. We have the Dark Spark, which is good. We have the Matrix, just as better. Now, we have the Crystal Heart. Two components are complete. This is good, are plan is coming together in perfect timing…”

Shockwave spun around, pointing his cannon forward.

“If it wasn’t for my stupidity!”

He stopped himself right as he was about to shoot Soundwave in the face.

Lowering his cannon, Shockwave kept his lone eye locked on with the chilling soldier standing silently in front of him. Shockwave walked right by him, asking, “Just what is it that you need?” He stopped and looked over into the shadows. “That both of you need?”

What sounded like a sneer emanating from the darkness, Shockwave was simply “thrilled” to see Starscream’s appearance be known as he exited the shadows. The Decepticon Seeker approached the current leader, his smug grin never faltering.

“Stupidity, eh Shockwave?” Starscream began, already losing the cyclops’ interests. “I had no idea that word remained in your personal vocabulary. Have you used it often? Perhaps for yourself?”

Shockwave turned to face the Seeker, pointing his deadly finger right at Starscream’s chest.

“Do not test me, Starscream. This grave new awakening will shake your circuits just as it has mine, so don’t try and act as confident as you do now…it will surely backfire,” Shockwave warned, his tone colder than normal.

The Seeker scoffed, lifting both of his hands into the air. “Of course my confidence will backfire, just like all the plans we’ve had to take this world have backfired! Nothing’s working, don’t you see?! With my leadership,” he rested his hand softly onto his bulky chest, “we’ll be able to take Canterlot within the next hour!”

For seconds on end, all Shockwave could do was stare in disbelief at the Decepticon. All that could be heard was the distant beeping of computer screens. Even Soundwave stood back, more silent than the dying wind. 

And then he struck.

Shockwave lunged forward and knocked Starscream right into a wall of computers. The Seeker grunted in pain as he felt electric currents flow throughout his circuits. He looked up, only to fall right back down when Shockwave jabbed the end of his cannon right into Starscream’s face.

“You truly have no intellect at all, Starscream,” Shockwave told the grunting waste of a Decepticon. Starscream reached forward and tried to push the cannon away. Shockwave jammed it further down his throat.

Shockwave’s purple eye came into view for the Seeker to perfectly examine. He sneered at every word Shockwave muttered.

“Not only would an attack on the Equestrian capital as of now be completely foolish, but it’ll leave us wide open for a retaliation. We want this world to know we’re dominant when we have reached the peak of our total control, which I’m afraid is much farther away than I have previously calculated.”

Starscream hissed in pain as the cannon was shoved deeper into the side of his head. He looked up, his red optics narrowing hatefully at his “leader.”

“Then tell me why we haven’t reached the peak of our strength! Tell me why we can’t attack!” Starscream shouted as much as he could under the Decepticon’s weight atop of him.

The same silence returned, but this time it wouldn’t last as long. Shockwave backed off the Seeker, immediately watching him squirm to grip his throat for breath. He shook his head, clearly disappointed.

“The only reason I reawakened you was of your effectiveness on the battlefield, every other characteristic you hold will pester me to no end,” Shockwave muttered, turning his back from the Decepticon lying at his feet. He faced Soundwave, whose visor was latched onto the Seeker struggling to get back to his feet.

Starscream got back up, gripping his throat to show how much pain he was in. Shockwave knew he was just playing it up, but his question before was true. He deserved to know. Soundwave deserved to know. 

The room fell twenty degrees below zero.

“My brothers,” Shockwave began, earning both Decepticons’ attention, “we have been given a second chance at life, a second chance to save our world. If we fail this time again…our very race will cease to exist. The Transformers will be nothing but a legend, and that too will fade away.”

He sighed heavily and turned around, facing away from Soundwave and Starscream.

“We might as well fade away now…for I have failed you all.”

Starscream growled, his optics narrowing. “What are you pestering on about now?” he asked.

Shockwave did not respond quickly. He took his time to observe the Dark Spark floating on its stand, the purple mist continuously fading away into the darkness, just like they would soon.

He responded, “During my current research, we have the basic utilities needed to plan an attack and take this country: soldiers, a base of operations, the Crystal Heart, the Matrix, the Dark Spark, all of which are fully functional and ready at our will…

“However…”

It was that word that made Starscream groan. Soundwave just stood there silently.

Shockwave continued, his right hand gently caressing the Dark Spark. “…I seem to have forgotten one of the most important components needed to ensure our victory, to give us the signal for the attack. Without it, we won’t be able to use the Dark Spark’s true strength to our advantage. Yes, we have the Matrix, stolen from Prime all those years ago before I shipped him away. We do have the Crystal Heart, which will aid us immensely in our cause to using the Dark Spark’s powers. But without the last component…it won’t be fully functional…”

"He won’t be fully functional,” Starscream corrected, his arms crossed and a look of hatred etched into his metal face.

Shockwave nodded, his gaze backing off from the Dark Spark floating menacingly in front of him. “The component I am referring to is of course a T-cog, but not just any T-cog. We need a T-cog that can fit his mechanism without interruptions, without stalls, without failures or glitches. None of the Decepticon soldiers we have revived contain the correct T-cog for his bio-mechanism.”

That was it. Their plan to take Equestria and save Cybertron was ruined. Shockwave stood there staring at the Dark Spark, a weapon of pure death so close to his reach, but pointless for his lusts. Starscream could hardly care. He didn’t need the Dark Spark’s true powers to be unleashed, he just needed it to be powerful enough to kill the princesses and take the country under his rule. Apparently, that plan wouldn’t work according to Shockwave, which was absolute scrap.

He might as well take the Dark Spark for himself…

“Not all is lost.”

It’s been a while since they’ve heard his voice, his chilling, robotic, lifeless voice.

Both Decepticons turned their heads towards Soundwave. He approached Shockwave, ignoring the Dark Spark’s mist attaching to his chest and wanting inside. Instead, he placed his forearm outwards, a miniature hologram erupting from his wrist right in Shockwave’s view.

He said, “Laserbeak has acquired valuable recordings from his recent scouting missions, all of which are centered on the Autobots.”

Shockwave and Starscream both knew of the Autobots in Ponyville. They weren’t of any trouble thanks to Shockwave’s operations back on Cybertron that erased their memories, but they would still be eliminated once the attack would happen…if it would happen.

Soundwave continued, the hologram zooming in on Optimus Prime and bringing up several scientific calculations and numbers stretched across the screen.

“From Laserbeak’s findings, I have been able to calculate the bio-mechanism of Optimus Prime. Most of his inner workings have appeared broken, his weapon system remains offline, and his T-cog has remained dormant for over a year on this world. While it might appear faulty and unusable, we can still repair the T-cog and use it for our plan.”

“You want us to steal Optimus Prime’s T-cog?! Are you mad?!” Starscream interrupted, causing Soundwave’s head to slowly turn towards him.

“Optimus Prime’s T-cog is the only available component on this planet that we need. No other conversion cog can match the specific qualities that are needed for the T-cog we acquire,” Soundwave retorted, increasing the Seeker’s anger.

Starscream approached Soundwave’s solid stare, his fingers jabbed directly into the Communication Officer’s chest. “Do you also wish to stop functioning, Soundwave? Prime will tear us apart!” he shouted.

“On the contrary,” Shockwave spoke, catching Starscream’s anger by the tail, “Optimus Prime has lost his memories as the other Autobots have. This means he has lost all the skills and fighting capabilities he has acquired as the leader of the Autobots.” 

Starscream turned to face Shockwave, his arms slowly crossing over one another.

“What are you saying?” the Seeker asked.

Shockwave’s eye flashed bright red for a split second. “Optimus Prime is powerless against our strength.”

He was at a loss of words for a moment. Then his smile started to grow like a grapevine that was well-nourished for years on end. His red optics flashed bright red, just as Shockwave’s had done when the realization had occurred to his mind.

Optimus Prime was powerless.

They had a T-cog that was functional on this planet.

He didn’t need to put two and two together.

Starscream dared to laugh. He laughed a wicked laughter that he hadn’t unleashed in years. The psychotic, evil, strength of Starscream’s laugh filled the empty bridge of the Nemesis with rejuvenation and light, just the kind Shockwave needed.

“Excellent spying, Soundwave. Your dedication to the Decepticon cause will not go unforgotten,” Shockwave congratulated, walking right past Soundwave with a slight pat on his shoulder. 

“Affirmative,” he responded.

Once Starscream’s laughter had died down, Shockwave approached the control station for the Nemesis, which was pretty much a cluster of computers and levers. Soundwave was already by his side, his red visor scanning Shockwave’s work with death-filled silence.

Shockwave reached forward and tapped away at the nearest computer screen, muttering, “Nemesis cloak is powering up. Perfect. We’ll need it. Now then…thrusters at full power…directing all energy from Dark Spark to reserve tanks. Excellent. We are prepared for the journey ahead…which shall be…”

“Ponyville,” Soundwave answered, the hologram on his wrist displaying a live video of Optimus Prime and the Autobots residing by a group of equines, all of them laughing and talking amongst themselves.

“Now hold on just one nano-second,” Starscream announced loudly, bringing the heads of both Shockwave and Soundwave to look down at him from their podium.

Starscream started to walk forward towards the two, his hand twisting in the air.

“Just what would our pony partners think of your alternative plan, Shockwave?” he asked with a hint of venom dripping from his lips. Shockwave’s head backed away a few inches, Starscream continuing, “They’ll be absolutely heartbroken once they discover your betrayal…or rather our betrayal.”

Shockwave didn’t answer right away. He hesitated at the screen, his pointing finger bending and relaxing at the ignition switch. It was just a mission, a quick mission to acquire Prime’s T-cog. They wouldn’t be subtle and quiet by any means. This mission will be an attack. Unlike the attacks in Fillydelphia and Vanhoover, Equestria will respond to this one. For how could they not?

How would Noctune respond to this? How would he respond to Shockwave’s true intentions?

“What they don’t know won’t harm them…for now,” Shockwave answered, eliciting a vicious smile from Starscream.

With nothing left to say, nothing left to lose, Shockwave activated the Nemesis’ cloak and headed straight for Ponyville.

	





> Chapter 48-Siege of Shenanigans
> --------------------------------------------------------------------------


Laserbeak was watching them from a tree branch. He was hidden, never heard and never found. Their laughter, their voices, every word they spoke was recorded and placed into his tapes for later viewing. His master would be proud. He aimed to please every time. Every time.

The Cybertronian bird allowed his camera to focus more on Optimus Prime after just receiving orders from his master. He could hear his master speak to him, praising him. He aimed to please every time. Every time.

His final orders were given: one last close up of Optimus Prime, the Autobot leader. The foolish Autobot didn’t even know he was there, watching him, stalking him. After his camera zoomed in closer to Optimus, he could hear his master typing away at all the information he was gathering. Laserbeak didn’t know what it was his master was typing, but that didn’t matter. All that mattered was that his master was happy with this information. Laserbeak silently screeched. He aimed to please every time. Every-

“….aaaaaaAAAAAAHHHHHHHHH!!!”

Not even Laserbeak was fast enough to dodge the purple bullet smacking into his backside.






I knew I should’ve taken the train! I knew my wing wasn’t fully healed! Stupid, stupid, stupid!  Twilight screamed inside her mind. She knew she wasn’t really stupid, but why did she continuously make stupid decisions like this? Flying right into a tree? Seriously?

Her mind was reeling even after she hit something that felt anything but bark and leaves. This surprised the Alicorn, but she never had time at that short moment to see what she hit. Twilight Sparkle hit the dirt of Sweet Apple Acres with a tremendous crash following her. 

All eyes, optics, and whatever Pinkie was holding in front of her eyesight turned to witness the Princess of Friendship lying in a crash suitable of a meteorite. They were surprised, sure, but that’s not what fully captivated them. No, the Decepticon bird landing right on top of the Alicorn did.

Laserbeak landed with a hard thud right on top of the princess, creating a powerful yelp to escape from the Alicorn beneath him. He shook his head to be rid of any dirt that got lodged into his hearing processors.

He stopped moving.

He brought his head forward.

His beak dropped.

A band of Autobots all stared at the Decepticon with great confusion, including Optimus Prime. With them, the six ponies as well as a young dragon remained from making the slightest bit of movement, their eyes glued onto the Decepticon. This wasn’t supposed to happen. He wasn’t supposed to be discovered.

The rainbow-haired one started to grow a terrifying glare.

Laserbeak let out an ear-piercing screech, causing each pony to flinch back in surprise. Doing so gave Laserbeak that chance he needed. He flapped his wings, his boosters pushing him up and off the ground. His purple stream of light energy was seen taking off from Sweet Apple Acres.

This evoked a certain Pegasus quite easily.

"Hey!" Rainbow Dash screamed at the top of her lungs, her wings flaring. “Get back here!”

Her rainbow trail was seen blasting off, but it didn’t go too far.

“Wait!”

Rainbow suddenly felt a heavy pinch on her behind, suddenly bringing the Pegasus down to the earth with a hard thud. She shouted in surprise, rubbing her tail and turning back to see that Twilight was the one that grabbed her. Her teeth were still latched onto the mare’s rainbow-shaded tail.

Wow.

After some slight confusion, Twilight spit out Rainbow’s tail, a bit of drool trailing the tip. Rainbow Dash grimaced and wiped her tail in the grass, standing back up to look down at the Alicorn.

“Don’t go flying away, Rainbow,” Twilight told her just as the tail was removed from her muzzle. “It’s not safe! None of us are safe now!” 

“Hold up jus’ one second there, sugercube,” Applejack interjected, stepping forward to her Alicorn friend and helping her up. “Ah don’t know if ya saw or not…but ya practically got crushed by that tin-foiled turkey Laserbeak! An’ what do ya mean by ‘none of us are safe’?”

Taking some time to wipe the dirt off her tongue from her crash earlier, Twilight spit out what remained to the side, her violet eyes turning to face Applejack. It wasn’t just Applejack she was forced to confront the cold, hard truth to.

Optimus Prime stood behind her like a giant shadow refusing to fade away. The other Autobots such as Ironhide, Jetfire, Jazz, Bumblebee, and Cliffjumper all followed right behind their leader, each of their expressions just as concerned as the next. Twilight then noticed how ragged each of them appeared, minus Optimus.

The rust had accumulated most of their bodies, their true colors almost completely fading away. They were so out of place, so out of touch with this world that it nearly caused Twilight’s spirit to fade. These new Autobots would definitely need a new touch of paint, a job for Rarity perhaps. 

The rest of her friends were there, too. Eyes all worried, bodies all shaken, minds all reeling. They were concerned for their friend, Twilight could see that. She gulped. This next part was not going to be easy. Spike was there chewing his claws.

If only she had claws to chew on right now…

Tell them this threat, prepare them for the inevitable, and for my sake…please be safe.

“Right,” Twilight whispered to herself, not a sound heard from any of her friends or the Autobots. The Alicorn readied herself, a large breath taken, and her hooves set perfectly apart. Time for the truth…

Oh, Celestia.

She quickly wiped the sweat building from her forehead, both acquired from her trip back to Ponyville by flight and this new weight slowly falling onto her shoulders. Why was it so difficult to tell them the truth? Just spit it out! 

But she hesitated…and Twilight knew why.

It was coming back. The nightmares, the evils, the great war looming over her head, it was all coming back. A year ago, Twilight didn’t know if she would even survive the battle for her species’ survival, she thought she would just become part of the fallen, the ponies who died during the invasion. She was lucky, thanks to the Autobots. They saved her world. They saved ponykind. She didn’t.

That’s why it was so terrifying for her to admit the truth, not only to her friends…but to herself. Twilight didn’t want to deal with another war for the fate of her home. The Decepticons were back, nothing could change that. No matter how much or how hard she tried to deny it, they were still there waiting, looming, haunting. The Decepticons were bound to strike at any given moment, and she wasted those precious seconds not telling her friends about it.

The Autobots…

What can they do now? With the state each of them is in…there wasn’t any clear hope for Twilight to see. They can’t fight against the Decepticons now, not with their memories lost! It would be sending in a victim to the slaughter.

What can they do?

What can she do?

Twilight only knew one thing.

“Girls…Autobots…Spike,” Twilight began, making sure to mention everyone around her. All eyes widened and all ears opened for the next words spilling out of her mouth. Each one was like a punch to the stomach to the five mares, Spike included.

“I…I don’t know how to make this anymore simple and horrible than it already is,” she added in, her chest heaving in and out when Celestia’s words pierced her heart once more. 

Fillydelphia.

Vanhoover.

Decepticon.

Twilight bit her lip, her eyes shutting tight to block the tears forcing themselves to escape her clutches. It was barely contained, and the princess was already becoming hysterical by the time she continued speaking.

“I was just at Canterlot…and Princess Celestia…oh, gosh…she just told me that there was another attack…an attack in Vanhoover!”

Each pony let out a surprised gasp. Rainbow flew over to stand next to her friends in order to get a better look at Twilight’s face whenever she spoke. The Autobots, though not as surprised, were instantly concerned. 

“What do you mean by an attack?” Jetfire asked, pushing himself forward to stand next to Prime, though Optimus’ height made Jetfire shrink back.

Twilight was hesitant to answer, but she did anyway. “All Princess Celestia told me was that there was an attack in Vanhoover. I don’t know how it’s even possible…but Vanhoover was taken in a matter of minutes. As of now, the entire city is under control by…by…” the Alicorn’s head began to fall.

“By who?!” Rainbow Dash shouted.

The Pegasus instantly shut her mouth when Twilight looked back up, tears streaming down her cheeks.

“The Decepticons,” she breathed out, more tears falling.

The gasps from before was nothing compared to the shrieks of terror from Rarity. Everyone covered their ears from the unicorn’s screams, though it didn’t last as long as anyone thought it would. Rarity was close to fainting overdramatically again, but she was caught by a gentle hand holding her up, keeping her awake.

Cliffjumper held his hand out so Rarity didn’t fall. He didn’t speak, he simply couldn’t. All Cliffjumper could really do was listen in for whatever else these ponies were saying. From Rarity’s performance…it clearly meant some bad trouble.

Applejack took a moment to compose herself, the rest of her friends practically losing their minds. She wouldn’t. Applejack needed to remain calm despite this.

“Sugercube,” the western mare drawled, catching Twilight’s attention. Her emerald eyes bore anything but calm intentions despite what her body was trying to show. That meant nothing to Applejack as she continued to speak. 

“Are you talkin’ about...the Decepticons? The same Decepticons that came here an’ tried ta take over Equestria? The same Decepticons, an’ not jus’ those little varmints that stole the Crystal Heart, that can take on these fellers right behind me with jus’ the same amount of strength as they have? Those Decepticons?”

Twilight nodded grimly.

Applejack closed her eyes, her hind leg kicking the dirt hard.

“Buck!” she shouted, angry eyes facing nowhere. “Ah thought we were finished with them monsters! How did they all come back?!”

“I don’t know…”

“Forget that! We need to send those guys packing right now! If they attacked Vanhoover then we need to take it straight to ‘em! I say we use the Rainbow Power and show these Decepti-creeps just what happens when you mess with us!” Rainbow Dash suggested, her body already levitating off the ground for departure. 

“We can’t do that…”

“What about Megatron?! Did we all just forget about that meany?! Now that he’s back in Equestria we can really show him that ponies are a lot stronger than he thinks!” Pinkie suggested, pulling out a large chest from behind her. As she dug inside, her hooves flinging sharp objects and weapons to and fro, she brought out a massive weapon suitable to her needs, but impossible to fit inside the chest.

“I call the hammer! Fluttershy, what do you want?” Pinkie asked, turning to face the quivering Pegasus with the gigantic hammer a monster from Tartarus would use hanging over her head. Fluttershy merely shook her head back and forth, her body becoming smaller by the second.

“Girls, calm down.”

“What are we gonna do?! What are we gonna do?! We’re doomed!" Spike added in, emphasizing his words by falling onto his knees and screaming to the heavens. His mouth instantly zipped shut by an aura of purple energy, specifically from Twilight Sparkle.

The Alicorn, no longer sad but frustrated, silenced all those around her by screaming, “Will you let me talk?!"

It was so silent that Twilight could hear the wind whistling past the grass blades. Each and every one of her friends was surprised at her outburst, but they couldn’t deny her feelings at the moment, some of them feeling slightly guilty for not letting Twilight speak.

When she was certain that nopony else was going to interrupt her, Twilight began to speak again, her body and eyes relaxing. 

“The last thing we need right now is straight up panic. What we need to do is get them,” she pointed her hoof to the Autobots, though nopony knew it was mainly directed at Optimus, “ready for anything that might come our way. Princess Celestia informed me that since the Decepticons are back they will most likely go after the Autobots first.”

“Why would they want to do that?” Fluttershy asked, only one of her eyes hidden behind her light pink mane.

Twilight responded to the Pegasus almost instantly. “If they eliminate the Autobots then there won’t be any power on this planet that can hope to stand up against them.”

Fluttershy looked like she had just witnessed a ghost go in and out of Twilight. “Oh,” she muttered, her tiny whimpers hardly making a sound to catch anypony’s attention.

“Alrighty,” Applejack said, catching Twilight’s attention, “we can try our hardest ta get the Autobots ready fer anything the Decepticons have ta throw at us. That might take a while, so what do ya suggest we do as of now, Twi?”

Twilight turned her focus on the Autobots, each one of them staring at her with either a look of confusion or a look of fear. She didn’t blame them. They don’t know what’s happening; they don’t know why they’re being targeted. All they know right now is that someone besides a bunch of ponies wants them dead, and that’s terrifying. Twilight completely understood why Bumblebee looked afraid.

“We need to tell Mayor Mare this news right away,” Twilight announced loudly, each one of her friends nodding in agreement. She brought her eyes down to meet her friends’ concerned stares. “She can tell the ponies in Ponyville that we have this situation under control, that we’ll do everything in our power to protect the Autobots from any outside forces that wish to harm them or the town.”

“Right!” each mare said in unison, Spike included after just recently pulling off the zipper from his mouth.

Princess Twilight looked back at the deeply worried faces of the Autobots. All except for Optimus, whose tone was not of worry but of understanding…and anger? 

That was something that surprised the princess. She would definitely keep that in mind.

Trying to ignore Prime’s facial features, Twilight brought her calming gaze onto the other five Autobots, offering them a little smile. “None of you have to worry about a thing,” she told them, “as long as we’re here…I promise that nothing will ever-”

Her voice instantly died when the earth erupted.

The feeling was unlike anything they’ve felt in the longest time. The earth was literally shaking beneath their hooves, the crusts of the earth groaning below. Pinkie and Fluttershy both fell flat on their bellies, their hooves unable to support themselves from the massive tremor. Rainbow was already hovering above ground, so she couldn’t feel the effects of the earthquake. She could see them. Applejack was able to steady herself from the quake. As for Rarity…no one was there to catch her this time.

Cliffjumper, as well as the other five Autobots were staring in uncontainable horror past Sweet Apple Acres and towards the only town visible for miles. Twilight witnessed and noted down each of their looks, but found Optimus’ to be the worst. 

His blue optics were as wide as possible. Even after the tremor ended, Optimus was still standing battle-ready, his fists clenched and his faceplate falling as a jaw would drop.

That only meant one thing to Twilight…

He was staring at Ponyville. Oh, Celestia. She didn’t even want to imagine what was coming.

The explosion came later, even stronger than anypony could have felt.

With each mare spinning around, their faces morphing in total shock, Spike was the only one there who seemed to gasp. Everypony else had to have lost their breath at just the sight of it all. He didn’t blame them. The fireball in the middle of Ponyville wasn’t hard to miss.
	




> Chapter 49-Run
> --------------------------------------------------------------------------



Faster.

Keep going.

Don’t stop.

Words of inspiration meant nothing to the Alicorn princess. She knew what she was doing; she didn’t need her mind to constantly keep on nagging her about it. Bickering words fought on, but she kept them at bay, forcing them to stay quiet.

Twilight was running. That’s all that mattered was running. Nothing else around them mattered. She and her friends needed to get the Autobots to her castle as soon as possible. If Spike’s shouting from atop her back didn’t keep Twilight going then the explosions certainly did.

Ponyville was in flames. Wherever she and friends ran to all they would see were wooden houses falling in a mixture of fire and ash. The missiles that struck down these buildings came from the cloudy heavens. Twilight had no idea where they would strike next. That’s why she her friends were screaming the whole way.

Rainbow Dash zipped back and forth, saving a few ponies who were trying to escape their burning homes. She was gone for the majority of their race to the castle. Rarity didn’t even look where she was running to. All she and Pinkie did was scream the whole way. Applejack kept a look of pure determination plastered onto her face, her hooves beating the dirt road with raging intensity. Fluttershy stayed on the ground, shrieking and jumping at each explosion that shredded each house apart. Her screaming only intensified whenever the dirt road was hit with missile, forcing her to stop. 

She screamed again.

Those screams turned into one loud yelp when she felt a large presence sweep her off her hooves. Bumblebee wasn’t wasting anytime waiting for this pony. They were all in a hurry to get to Twilight’s castle, and they didn’t need to lose any of Twilight’s friends on the way. So, with the yellow Pegasus in his hands, Bumblebee ran as hard as he could through the fire and flames of the burning town.

Twilight looked up, ignoring the smoke burning her eyes and spotting her shimmering beacon of leadership in the distance. 

“We’re almost there! Kick it in girls!” the Alicorn screamed, earning nothing but a giant purple laser incinerating the house directly next to her. Whatever was inside that house, whatever was screaming inside…was silenced.

“Oh my gosh,” Spike breathed from atop Twilight’s back, his claws digging into her mane. “Twilight…you gotta hurry!” 

“I’m going as fast as I can, Spike!” Twilight retorted, making a sharp turn right that led to even more buildings on fire. But instead of clear streets, these dirt roads were filled with panicking crowds of Ponyville’s civilians scrambling for their lives.

Straight ahead was the castle…

It was an act of pure risk. The Rainbow Power was the only way Twilight could think of for protecting Ponyville against whatever it was that was attacking them (though Twilight did have a certain clue who it was). Sure, she could just teleport all the way to the castle, but she needed the assurance of each of her friends there, and teleporting all the way from Sweet Apple Acres—especially in the condition she was in earlier—there was no way Twilight would’ve been able to pull it off.

Plus, if she left the Autobots to fend for themselves while she and friends went for the Rainbow Power…

Twilight didn’t even want to imagine what would’ve happened if something attacked the Autobots while she and her friends were gone.

Not much farther now… Come on, Twilight, you can do it. Twilight thought to herself, every muscle in her body begging her to stop. Sweat was building heavily on her forehead, dampening her mane and burning her eyes. Wiping her head with her foreleg, Twilight ignored the pains of her body and galloped straight into the chaos, Spike covering his eyes the whole way.

Rainbow suddenly zipped around the corner, her trail of lights following right behind Twilight. The others behind Rainbow Dash included Applejack, Rarity, Pinkie Pie, and Fluttershy (being carried by Bumblebee). The dirt road was filled to the brim with screaming ponies running back and forth, trying their hardest to run from the explosions. In Applejack’s mind she knew it wouldn’t be long before she was separated from her friends. Everypony was thinking the same thing, Twilight especially.

She didn’t want it to happen. She needed her friends more than ever now.

The one day nopony cared that the Princess of Friendship was wandering about in Ponyville. It was as if nopony even noticed Twilight running right through town. Then again, who would? Everypony else had higher priorities than hoping to see the newest princess of Equestria. That didn’t matter to Twilight. All that mattered now was finding her friends in the sea of terror she was unfortunately trapped inside of.

The Alicorn spun around, nearly being knocked over by a hefty stallion carrying one bag too many. Her violet eyes scanned the crowd, her chest heaving in and out in speeds that even surprised her. She saw them, her friends, hidden within the multitude of colors. There was Rainbow Dash, directly above them all.

Where were the Autobots…?

Twilight stared right through the crowd, catching the glances of Applejack and Rarity. Pinkie was looking around frantically, probably lost already. Not Applejack, though. They interlocked gazes, neither own forcing to break or bend. If they lost this, then they would lose each other. Twilight would never let that happen, not to a friend, not to Appleja-

“Twilight! Look out!" Applejack screamed.

Twilight spun her head around.

The light had already reached her.

A missile.

Everypony around the Alicorn immediately scattered, screaming at one another to get out of the way. Twilight did not move. She wouldn’t have escaped in time, teleporting or not. She shut her eyes as tight as she could and prepared for the blast to eradicate every particle of her existence.

“Duck!”

She didn’t know where the voice came from, but she obeyed the order without question. Instead of ducking, Twilight fell to her stomach, Spike clutching onto her as a child would to a mother. Maybe it wasn’t so different.

She felt the explosion but still felt air filling her lungs with life.

Once Twilight’s eyes were open, all she saw above her head was a dark shadow enveloped in flames. It hit the ground ahead of the Alicorn with a heavy thud, dodging oncoming crowds of ponies as it did so.

The dark shadow was revealed to be Cliffjumper, his back scorched from the impact of the missile he had willingly taken to protect Twilight and Spike. As ponies around his feet shrieked in terror, Cliffjumper turned his head towards the two, his only emotion expressed being of concern.

“Are you okay?” he asked sincerely, liquid Energon dripping from his torn backside. Twilight wondered if she should ask him the same question. 

Twilight nodded.

“Then move! We’re almost there!” Cliffjumper shouted out, standing back up to allow the ponies around him to scatter away. Twilight was just about to ask how Cliffjumper got where he needed to be so fast but suddenly found her question lost in the remnants of her mind. The other Autobots all came together from the smoke and crowd, joining right by Cliffjumper’s side.

Fluttershy was safely in Bumblebee’s grasp. Twilight let loose a breath of relief.

The Alicorn looked straight up to see Optimus Prime’s leg step right over her head. He appeared to be staring at something straight ahead, but soon lost interest when he brought his gaze down to Twilight, the Alicorn struggling to get back up.

“Let me help you,” Prime stated, his tone now hard as a rock. His right hand reached forward and gently wrapped around Twilight’s midsection bringing her to her hooves. She struggled at first, the weight of her weariness almost bringing her down once again. Prime made sure she stood upright. Spike helped as well.

“Thanks,” Twilight told them both, staring only at Prime. While Ironhide, Jazz, and Jetfire all appeared by Optimus’ sides, it didn’t really bring much notice to the princess. She was all too focused on Optimus…and what lay behind him. 

It was her castle. The giant tower of crystal was being surrounded by fire, the fires of Ponyville.

She shook her head, mumbling words of disbelief. Twilight quickly stamped her hoof in the dirt, pointing right past Prime’s head and down the road. “My castle’s right up ahead! We need to get there and use the Rainbow Power right now! Whatever’s up there it’s not showing any signs of-” a missile fell from the sky, causing a small housing to their far left to erupt in flames, “…any signs of stopping.”

Twilight felt something brush up next to her. She turned her head left and noticed it was Applejack already by her side. In fact, the rest of her friends had joined together right by the Alicorn in less than three seconds. Twilight realized that the streets had begun to clear up, any stragglers were seen taking off to the hills or hiding in whatever rubble there was.

It was such a sad scene, but she had ignore it for now and deal with the task at hoof. 

Missiles still rained from the crying skies as Rainbow Dash yelled, “Then what are we waiting for?! Let’s get the hay out of this firestorm and use the Rainbow Power already!”

It was at that moment that Twilight stopped, not just in movement but in reality. She looked straight into the darkness of Rainbow Dash’s eyes. Past the rose-rimmed irises, past the loyalty that her body and soul represented, and in that darkness Twilight saw something. A reflection. Something was heading their way…right behind them.

It fired something.

As the light from the blast grew larger and larger in Rainbow’s eyes, Twilight’s horn flared up without hesitation this time. She cast a spell that created a large, purple shield right behind her and her friends, protecting them all from the blast.

And what a blast it was.

Once the missile struck, Twilight nearly screamed in agony at the force the missile had, unlike anything she’s been able to deal with in the past. Her shield cracked in restraint from the missile. All of her friends spun around to notice that large wall of purple energy behind them. They noticed chips falling off. They also noticed the second missile.

“Get out of the way!” Rarity shrieked in her voice that could shatter eardrums, her horn teleporting Pinkie and Applejack far off to the side. Rainbow Dash flew off in a different direction. She stopped in mid-flight, turning back to notice that Twilight hadn’t even moved. 

Spike pushed against her with whatever strength he had, begging her to move. Even Spike wouldn’t go on without her. Twilight was exhausted, and lazily looked up to see the second missile hitting her shield, destroying it within seconds.

“Twilight! No!" Rainbow screamed, having being the only pony to witness her friend being overcome by the fires of the missile’s strength. Her eyes began to burn, and she slammed her face in her hooves, ready to let the tears free.

“I’ve got you, Twilight!” 

Rainbow removed her face from her hooves, gasping in happiness to see Optimus Prime standing in front of the weary Alicorn with flames burning his armor. There stood Twilight Sparkle and Spike, right underneath the last Prime with not a scratch on either of them.

Twilight, feeling the ground to make sure she was still alive, looked up at Optimus Prime, barely smiling. 

“Thank you,” she told him face to face. As Prime nodded, she looked behind him and instantly noticed their attacker was still coming at full speed. She looked in all directions, memorizing the areas each of her friends were at. Rarity, Pinkie, and Applejack stood in the alley to her left and Rainbow Dash was hovering in the air to her right. Fluttershy still remained in Bumblebee’s arms, quivering like a shaking leaf.

The princess shouted, “Everypony scatter! Meet me at the castle!”

No one said a word and did what the princess said. Rarity, Pinkie, and Applejack all disappeared in the shadows of the far off alley. Rainbow Dash, though hesitant at first, took off to the direction of Twilight’s castle, even her trail of rainbow lights being hidden in the rising smoke. Bumblebee followed right behind her with Fluttershy still safely secure.

Another missile struck the ground right where Optimus was, prompting Prime to act on his own and not by Twilight’s commands. 

The last Prime reared forward, swiping up Twilight Sparkle and Spike in the same hand as he bulleted forward down the dirt road to the shimmering castle barely seen through the fire’s essence. Each Autobot was behind him, their optics latched onto the attacker swooping down for another striking raid.

“Autobots,” Jetfire bellowed, “stand your ground and prepare for-!”

A third missile struck him in the side of the chest, launching the Aerialbot clear across the road into a flaming house. What remained of the wooden dwelling all collapsed on the Autobot, ashes and burning cinder rising up from the destruction.

“Jetfire!” Jazz screamed, but soon met the same fate as his fellow brother. Before he could react to the attacker, a missile impacted straight into Jazz’s chest, sending the Autobot straight into a fruit stand.

Cliffjumper struggled to bring out his weapon to use against the enemy. From what little knowledge Rainbow Dash or Applejack had about the weapons he carried, Cliffjumper knew he had something to fight with! He pointed his fist forward in a desperate act, directly at the attacker swooping down right towards him.

“Um…pew, pew?” Cliffjumper mumbled, making his fingers in the shape of the barrel of a gun. He was met with a missile hitting him right in the abdomen, a second impacting his chest and sending the small bot into a group of houses.

Ironhide quickly realized he was the last one.

Instead of trying to fight the thing that just wiped out his Autobots, Ironhide made a 180 and took off down the road where Optimus had disappeared to. He could hear the engines of the enemy getting closer, he could fell the vibrations of the ship gliding across the dirt, and he even felt his shoulder being ripped apart.

Starscream fired two more missiles, blowing one of Ironhide’s shoulders clean off and the second blowing him across the road.




_______________




All Twilight and Spike could hear were the missiles raining down from behind.

Optimus held the two safely in his right palm, his left acting as shield from any oncoming debris. He dared not to look back at what was chasing them. Prime knew what was there, and he tried his best to get Twilight and Spike to the castle, to have them save the town. They were the heroes, not him.

The Prime nearly tripped over himself when hundreds of razor-sharp bullets ripped apart the dirt road ahead of him, many others tearing into his back. Optimus roared in pain, but pushed through it all when he noticed how close Twilight’s castle was. 

It was visible through the fire and smoke that surrounded its base, only barely. He wasn’t that far. He could make it.

The ground right at Optimus’ feet erupted, spinning the Prime around to be met with another missile hitting his shoulder.

In one swift act to make sure the pony and dragon didn’t get crushed, Optimus threw the two into the soft grass to the side of the road, allowing the rest of his body to crash down. Twilight and Spike tumbled together, the two yelping in pain until they came to rest by the far side of the road.

Twilight gritted her teeth in pain. Even her teeth hurt.

Everything hurt. Every muscle, every body part, every breath she took hurt the Alicorn. Twilight couldn’t stand anymore. She was absolutely exhausted. All Twilight could do was turn her head left, the glare from the sun reflecting off her castle. They were so close…so very close.

Spike was the first one to get up, a sickening cut on his forehead that forced the forbidden liquid to drip down onto the healthy green grass. His eyes went wide when he spotted Twilight, his friend, in pain. The baby dragon quickly rushed over to her, planting both of his claws on her neck and pulling her head into his chest, quietly crying to himself.

Twilight lifted up her hoof and placed it on Spike’s claw.

“It’s okay, Spike…I’m here…I’m okay… There’s no need to…no need to…” now she was out of breath, her teary eyes looking up to see the crying dragon. “You have to get out of here, Spike.”

Spike rubbed her mane, bending down to hug her.

“I’m not going anywhere without you!” Spike cried, holding onto her ever so tightly. Twilight returned the embrace with whatever strength she still kept inside. She found herself crying sooner than expected.

“How precious."

The Alicorn’s eyes snapped open. Her body began to shudder. She knew that voice.

That evil tongue could never be forgotten.

A huge gust of wind pushed Spike onto his back, the same wind pushing Twilight’s head down. The two looked up in unison, Spike being the only one gasping. All Twilight could do was lay there, her body shaking at uncontrollable levels she couldn’t force to stop.

Starscream was staring down at them…in his jet form.

The Decepticon hovered above the two, his boosters letting loose a purple blaze that somehow kept him airborne. The smoke and ash around Starscream made him appear blurry, unseen, like a phantom. The only words Twilight could mumble were incoherent whimpers. Spike simply couldn’t breathe.

Starscream snickered in delight, his jet form circling around the two in mid-air. 

“Ah, poor, delusional Princess Twilight. Is it surprising to see us once again, not dead piles of rust you thought we once were?” Starscream asked, his voice tearing into Twilight’s weakened mind. He chuckled at her expression, continuing to circle them from above. “I’d imagine so. You thought we were gone forever, didn’t you? You thought you could live the rest of your pathetic life and not have to worry about ever dealing with the Decepticons again, didn’t you?!” 

Twilight opened her mouth to speak. No words escaped. Tears began to fall from her eyes thanks to burning smoke all around her, the smoke emanating from her own town on fire.

Starscream laughed this time. His sides opened up, revealing twin Gatling guns pointed at the princess. Twilight could feel Spike pressing into the back of her neck, his tears dripping down to land at the top of her head.

“Leave us alone!” Spike threatened, though his voice only sounded afraid, not powerful as he imagined it would be.

Starscream’s laughter only increased, the guns revving up. “Oh, I’m afraid we won’t be making that same mistake again. This is our world now, and there’s nothing you can hope for to stop us!” he shouted, the twin machine guns beginning to light up. “Goodbye…Princess Twilight!”

“No!”

Before anyone could’ve hoped to react, Optimus Prime leapt like a beast hidden in the foliage and latched onto Starscream’s wings. The Decepticon shrieked in surprise, his bullets tearing apart the grass and trees that surrounded the area. Both Spike and Twilight ducked their heads as Optimus struggled to hold onto the flailing Seeker.

Starscream, through his continued flailing and struggle for escape, managed to bring Prime off the ground, sending the two back onto the dirt road and closer to Twilight’s castle. Both Spike and Twilight watched on from afar, their eyes dancing in unison to Prime’s movements. He quickly gained the advantage in no time.

“Decepticon…be gone!” Optimus shouted, his voice full of rage and intensity as he flung the jet halfway across the hills out of pure strength. Starscream couldn’t even control himself anymore, and he suffered his arrogance by crashing into the nearest tower, the entire building falling down on top of him.

With Spike watching the clock tower fall down to form nothing but dust, all Twilight did was look over to stare at Optimus Prime, a lone smile slowly growing on her lips.

“Optimus…” she breathed, all the strength inside of her slowly returning as she began to stand back up. Spike backed away from her, even helping the Alicorn to her hooves once again. Once she was standing, Twilight Sparkle brought her eyes over to Optimus. His back was facing her castle, his eyes slowly turning to meet hers halfway.

Optimus nodded only once.

He never noticed the ship heading right for him.

But Twilight did.

She screamed, “Optimus… Optimus, look out!”

Prime, his optics wide in surprise, quickly spun around to see what had caused Twilight to scream his name to the heavens. 

Through the essence of Ponyville’s fires, the darkness of the smoke had overcome Princess Twilight’s castle, making it hardly visible to any keen eye for miles. Her castle wasn’t harmed by any means, but the smoke had caused it to partially vanish, her beacon of leadership gone by the naked eye.

And something burst through it all…

A ship.

Twilight Sparkle knew that ship. Spike knew that ship. Neither of them needed to find the Decepticon insignia on its wings for assurance. They knew it by heart, though they really wished they hadn’t. It was the Decepticon Twilight feared the most, the one that had caused the most unbearable damage on her throughout this war her home has had with the Transformers.

Shockwave fired three rockets, each of them aimed at Optimus Prime.

Twilight’s screams were no match to the blasts of the rockets tearing Prime’s chest apart.



	



> Chapter 50-The Rules Have Changed
> --------------------------------------------------------------------------

Princess Twilight was visibly and mentally terrified.

All the courage, all the valor, all the strength she had left inside of her was gone, never to return to the weak pony she imagined to be. All that was left was just a sniveling, crying, shaking princess lying in the grass as her friend got blown to shreds.

The first rocket hit Optimus in the abdomen, sending fire and shrapnel across the dirt road in a fury of explosions. He roared in pain from the blast, both of his hands instantly covering the leaking wound. Prime didn’t even look up in time for the second rocket to make its impact.

Optimus was hit in the chest, barely to the side and missing his spark only by inches. That meant nothing to Optimus. All he could think about was the pain. The entire left portion of his chest was blown apart, leaving strands of Cybertronian metal hanging off like strings on a puppet. Twilight covered her head when little pieces of shrapnel rained from above, several bits landing on her.

She didn’t even want to look up anymore. But for some reason she had to.

The last rocket was the most devastating, hitting Prime square in the chest. The aftermath was unlike anything Twilight or Spike had ever seen done to someone, their friend for that matter.

Optimus Prime was launched backwards, farther past where the pony and dragon were laying down. The gaping hole in his chest was on fire, several thousand strands and scraps of Prime’s metal dancing around the dirt once they hit the ground. Prime’s back landed on the dirt road with a deafening thud.

All Princess Twilight could do was stare, jaw dropped and eyes boggled. 

“Oh my… No…” Twilight cried, tears streaming down her face. Optimus began to move, deep groans emanating from his wreckage. 

Twilight stood up despite the pain, her eyes wide with shock. “Optimus! Hold on, I’m coming!” she shouted, taking off onto the dirt road.

She was immediately tackled by the baby dragon back into the grass, the two of them tumbling to a halt far from Prime. Twilight shook her head to get the grass out, her accusing eyes landing on the dragon on her back.

“Spike, what do you think you’re-!”

Spike reached around and slammed his claw over Twilight’s muzzle, not a sound escaping except the frustrated breaths from her nose. He leaned towards her ear, whispering, “Don’t…move…Twilight.”

“Why? Can’t you see Optimus is in trouble?!” she hissed through gritted teeth, his claw still forcing her jaws together. Spike didn’t answer. All he did was slowly turn her head to the far left…

And that’s when she saw it.

The ship that had destroyed half of Optimus Prime had transformed. As expected, the Decepticon Shockwave stood fully upright, slowly beginning to make his way down the dirt road away from Twilight’s crystal castle.

Twilight and Spike watched on in silent horror. He was here, on their planet, alive and well. After a year of darkness, a year of solitude, Twilight finally stared upon the essence of Shockwave once again, the Decepticon second in command.

Fires and ash rained around him. Like a beast free from the torments of Tartarus, Shockwave walked slowly and easily towards his target, his right hand tightening and relaxing with every few steps. Twilight spread her right wing to conceal Spike. Every single muscle in her body screeched to a halt as Shockwave’s dark shadow cascaded across the two, his giant footsteps crushing the dirt and Optimus’ metal. His purple eye glowed fiercely in the smoke. Strangely, though, and to Twilight’s relief, Shockwave didn’t see them on the sidelines, hiding, quivering.

Twilight’s and Spike’s eyes followed Shockwave as he approached Optimus with the carefree appearance only a pony could express. They both silently gasped in unison. Optimus was getting back up, and he had almost accomplished getting to all fours when Shockwave had finally stopped right behind him.

His blaster that replaced his left arm began to glow at the end. Shockwave pointed it at Prime’s back. Twilight screamed.

Luckily, the sound of Shockwave’s blaster had drowned out any existence of Twilight’s cries of terror. Optimus, on the other hand, was screaming in agony as the purple blast tore through his back and erupted out of whatever remained of his chest. Liquid Energon, Prime’s blood, splattered across the dirt, some drips even landing on Twilight’s cheek to join her tears.

Optimus’ optics were wide with shock, his broken body falling back to the dirt to join the rest of him. Optimus landed flat on his chest with a softer thud than before, his eyes beginning to close.

Twilight bit her lip so hard she could’ve drawn blood. But she didn’t. Her jaw fell once again, her eyes burning with fresh new tears to see that Shockwave wasn’t done. The Decepticon stood over the fallen Prime, his foot pushing against Optimus’ body like he was just a piece of trash in his way.

Shockwave turned Prime over with his foot so that he was lying on his back. His purple eye gazed over the shattered state the last of the Primes was in. Most of Optimus’ chest was gone; pieces of it were simply lying around his body. Energon began to spew from Prime’s visible circuits, painting his body in glowing blue liquid. Optimus groaned in agony every few seconds, his body twitching all over. Despite it all, Optimus Prime looked up. He met Shockwave’s deadly stare all the way.

He chuckled.

The sick freak chuckled.

The sick freak spoke.

“Optimus…Prime…it has been far too long. We have an appointment, you and I,” Shockwave explained, his tone of voice a thousand times colder than Twilight had previously heard. The Decepticon approached Optimus’ left side, millions of ash debris flying over his head.

He chuckled a bit, catching a large piece of ash between his fingers. “It unfortunately turns out that you hold the final component I need to conquer this world. We can’t have…little obstacles in our path to taking this world for the Decepticons. Surely you understand?”

Optimus began to gag at the liquid Energon in his throat. Shockwave looked back down to see the last Prime in clear, uncontainable pain. His chest was sending sparks dancing across the ground.

Shockwave slowly got down to one knee, his right hand gently caressing the side of Prime’s face. “Do not fear, my little subject. You will not die today… You’ll live to see this world fall…I’ll make sure of it.”

Optimus was barely conscious at this point. He looked up at the demented Decepticon and stared right into his purple eye. The darkness was unlike anything Optimus had felt before when he stared into the lone eye. Forgotten, raging, unfathomable evil raced across visions in Prime’s memory. A light, a screech, a tearing at his spark. He had seen that eye before…but where?

“Who are you?” 

The Decepticon shook his head. He reached down and scooped up a pile of dirt. “Names are like legends: They all fade away in time,” Shockwave hissed, his hand letting loose the dirt into the burning winds. His voice sent continuous chills down Twilight’s spine. “You and I, we’re legends, beings meant to show the universe of our power. But while your name, Optimus, will indeed disappear, mine will not. This world shall know my name, the cause I fight for, and the reason we have returned to this planet.”

Shockwave stood back up. He began to walk back in front of Optimus.

“We will never fade away, Optimus Prime,” Shockwave announced, his voice a whisper but still loud enough for Prime to hear, “we only…transform.”

Ignoring all the pain rushing through his body, begging him to stay down, Optimus began to move in order to sit up straight. He was beginning to rise, triumph and surprise filling his circuits. That triumph and hope was quickly stomped down by Shockwave’s foot on Prime’s shoulder.

“That is not a wise decision,” Shockwave threatened, the end of his blaster pointed at Prime’s face. He brought up his right wrist with Optimus at his mercy, and he spoke into his wrist saying, “Soundwave, bring in the Nemesis. I have the cargo. It is time to evacuate.”

Princess Twilight and Spike both heard a soft “Affirmative” escape from Shockwave’s wrist. The two stared on silently from the grass, hidden beneath the blades as Shockwave held Prime under his complete mercy. The gentle breeze of Ponyville’s winds was instantly washed away from a new sound, a sound neither Spike nor Twilight had ever heard.

The two spun their heads around back to the castle.

They gasped.

And not a single breath was taken after that.

Twilight’s glorious castle was gone, shrouded by the smoke being created from the fires of Ponyville. In its wake, in its destruction, in its darkness, it came out. At first it was silent, at first it was like a ghost, unseen and unheard, now it was there. Now it was in Ponyville. Now nopony could stop it.

The Nemesis hovered directly over Twilight’s castle, its cloak that kept it hidden on its journey had deactivated, giving the pony princess and dragon a full view. Gently scraping the tip and no more of the castle, the Nemesis continued onwards towards Shockwave and Optimus Prime. Twilight and Spike had to cover their heads from the strong gust of wind that escaped from the Nemesis’ engines.

The Alicorn managed a second to open her eyes without getting smoke or ash into them. And with that second she saw the unbelievable, the unstoppable, and the incomprehensible force of the Decepticons’ evil. 

One of the tow cables from the Nemesis, now directly above Shockwave and Optimus, launched downwards. Shockwave backed away from the fallen cargo as the tow cable reached down and latched onto him. Optimus could only hiss in pain as the tow cable crunched against his sides, locking him in place for the journey back.

The two cable began to rise with Optimus in its grasp.

It was at that moment that Twilight couldn’t stand by and watch. She had lost all fear inside of her, dashed it aside to help her friend. Despite her pain, despite her heart-wrenching in sorrow, despite it all…Twilight ran out into the dirt road and screamed, “Hey!”

Shockwave was so concerned with the tow cable carrying Optimus back up to the Nemesis that he had almost drowned out the voice behind him…if it weren’t for its familiarity. 

He slowly turned around, his purple eye landing on the purple uni…Alicorn?

Ah, yes. Now I remember.

Shockwave chuckled and turned around to fully face her wrath. It wouldn’t be very strong, so Shockwave had no worries. Her glare was powerful, though, that was true. But was it as powerful as her strength, her courage? Again, Shockwave had no worries.

“Ah, Twilight Sparkle…or should I say ‘Princess’ Twilight Sparkle?” Shockwave asked out of curiosity, only receiving a snort of anger from the Alicorn. He infuriated her more by giving a little bow, as well as saying, “Forgive my rude behavior, your highness. As you can see I will be out of your hair soon enough. You have absolutely nothing to worry about.”

Twilight growled. She felt Spike come up to her side, but gave him no attention. She slammed her hoof in the dirt and shouted, “I do have something to worry about! Where do you think you’re going with Optimus?!”

The Decepticon stopped in his tracks. He looked up to see that the tow cable was halfway towards the Nemesis. Small pieces of Prime’s metal landed by Shockwave’s feet. He could hear Twilight growling even more from behind. 

Shockwave spun around to face her, his purple eye digging into her mind.

“Optimus and I have quite the catching up to do. Even for a creature as simple-minded as you would know that brothers, like Optimus and I, miss each other dearly in a span of over three hundred years.”

“I know that’s not why you’re taking Optimus! Tell me now or else…” Twilight Sparkle threatened, her horn beginning to shudder with pure magic. 

Shockwave scoffed. “You think you can stand up against us now? We have the very power to rip your planet apart, but we stop ourselves from doing so. The only reason you’re still breathing is because of the actions of one pony, a pony you will all be bowing down to faster than you know. We’re not dead, Twilight Sparkle, we’re far from it. Optimus is going to help us change the world…for the benefit of both of our species.”

The Decepticon pointed the end of his blaster straight at Twilight and Spike. He could hear the two of them gasp.

“As a princess…I’m certain you understand.”

With those final words given, Shockwave fired one blast from his cannon. Spike stared at the purple light approaching every second closer to them. Twilight’s jaw dropped, but suddenly clenched when she pushed Spike out of the way with the strength held in her hooves. She took the blast, every bit of it.

Spike tumbled around on the grassy hill, coming to a stop at the very bottom. He looked up and screamed, his heart skipping two beats.

“Twilight!”

The Alicorn princess was lying in the grass far from where Spike had landed. The baby dragon quickly ran over to her, tears already flowing down his cheeks when he noticed the burn marks and blood painted across her coat.

Shockwave couldn’t pay much attention to whatever it was the little dragon was doing. He was all too focused on the other Autobots approaching from ahead. Another time, perhaps, to finish off the Princess of Friendship. The Decepticon turned around and transformed into his jet mode, making a hasty escape to the heavens.

Spike looked up to watch him leave. With Twilight’s head in his arms and his tears landing on her face, Spike continued to stare until he couldn’t anymore. He broke down and hugged Twilight’s mane, crying into it.

The rest of Twilight’s friends arrived momentarily, each of the Autobots behind them, each of them limping. Rainbow Dash shouted one thing and tried to fly off towards the direction of the Nemesis, but her flight was immediately cancelled by Applejack tackling her into the grass.

“Are you crazy, girl?! He’ll kill you!”

“He’s got Optimus! We can’t just sit here and do nothing!”

The two continued to argue with one another, their screams matching the cries of the others. Pinkie Pie was bouncing up and down, screaming and trying to tell Optimus to come back. Obviously, she hadn’t seen what just happened. Rarity on the other hoof was shedding tiny tears, her lovely eyes staring through the fires of the skies to see the Nemesis escape.

Each and every Autobot, all five of them, made their approach. Bumblebee fell to his knees, staring up into the clouds towards the direction of the Nemesis. Ironhide and Jazz both held their wounded body parts, no noise, and no sound escaping from either of them. Jetfire and Cliffjumper remained silent as well. No Autobot spoke for that matter. All they could do was stand there as their leader was taken from them.

In Spike’s warm embrace, Princess Twilight’s breathing began to slow down. Her eyes slowly shutting, her hearing fading away, and her body falling still was all she could feel. The Princess of Friendship saw her best friend, Fluttershy, fall in front of her, her screams so loud that her throat shed blood.

It was the last thing she saw before fading away to nothingness.











END OF ACT I



> Chapter 51-Bot Down
> --------------------------------------------------------------------------




ACT II





The lone Autobot watched from afar, all hope draining from his spark. Forests and forests could not conceal him, no hatred on this planet could hold him, and no terror could stop him. Until now.

It was a battle unlike the Autobot had ever seen, a fight the Autobot had ever witnessed, and an act of violence that gave the Autobot little hope of standing up. He was kneeling behind a tree, no need of a cloak to hide beneath. With his advanced optics acquired back home, so very far from home, the Autobot had seen everything that had transpired in the small, rural village.

He was there! His mission was complete! He had found Optimus Prime in the village. The only thing stopping the Autobot from running out into the open to finally reveal himself to his leader was the thing chasing the last Prime.

A Decepticon. A beast.

He saw no reason not to intervene to save Optimus, but it turned out that the Autobot leader didn’t even need his help. No, Optimus Prime dealt with the Decepticon flyer the only way a true leader would. 

The Autobot never felt more proud to wear the symbol of freedom as he zoomed in on Optimus Prime. He was so glad to be under the command of a loving, caring, and powerful superior figure, and not just a tyrant that didn’t care if his followers were alive or dead, presumably dead so he could find another reason to gain better fighters. It disgusted the Autobot just to imagine that he used to be one of them. A beast.

But that’s when it all fell apart.

The Autobot watched from the forest fauna, ready to reveal himself to his true leader when he stopped. He spotted something else, something that Optimus had seen as well. The Autobot gasped in terror. He’d seen the Decepticon before, from the legends, from the tall-tales of his fellow Decepticons back on Cybertron.

Shockwave, the Decepticon second in command was on this world.

He ducked back to cover behind the tree lines, his blue optics staring off into the distance of the burning village. The lone Autobot gasped once again when three rockets hit Prime within a span of three seconds exactly. He clawed his fingers into the nearest tree, his blue optics shedding signs of absolute horror when Optimus Prime was blown back, his chest on fire.

Shockwave transformed and walked the lonely road ahead, right for the Autobot leader. The silhouetted Transformer felt both of his hands from into fists, a new type of flame burning inside of his chest. He quickly stepped out from the darkness of the forest and into the grasslands. The Autobot reached back and began to unsheathe one of his blades…

Not yet, young warrior.

The Autobot stopped. Shockwave was getting closer to Optimus.

…Sensei…I must act now. This was the mission you have given me, to find Optimus Prime and aid in the Autobot cause for this world. How can I hope to accomplish this goal if you stop me?

The warrior waited for a response, a response from inside. He felt the voice of Alpha Trion merge within him, the strength of one of the original Thirteen was overwhelming, but the Autobot managed.

Shockwave lowered down to one knee right in front of Optimus Prime. The Autobot’s fist tightened so hard that the sword he grabbed began to quiver.

Victory cannot be achieved without sacrifice, young warrior. Optimus Prime will be safe, I’ll make sure of it, but you must remain in hiding until the opportunity presents itself.

The Autobot responded almost instantly, his mind reeling. How can I know for certain when that opportunity appears, sensei?

He watched the event transpire before him, and the Autobot could do nothing. It wasn’t long before the Nemesis appeared overhead, its cloak deactivating to allow a tow cable to fall down and scoop of what still functioned of the last Prime. That same feeling returned to the newborn Autobot, the feeling of guilt tore at his chest.

His master…his leader…gone.

The answer lies ahead, young warrior.

The Autobot brought his head down, a look of surprise quickly forming over his expression of despair. Beneath the shadow of the Nemesis, the Autobot could see, and to his great amazement, a pony yelling at Shockwave. A pony.

Never before had the young warrior seen this on his very short journey traversing this world. Back in the city, all he witnessed was death and destruction, not to mention fear that these ponies had for the Decepticons. They were so quick to assume, so terrified that their eyes would deceive them far too quickly. This was certainly new, a pony not backing down, not feeling threatened from the presence of true evil.

They appeared to be having an argument, which only impressed the warrior more. The Autobot could feel something coming from that purple pony. There she was, standing her ground, protecting her right, and challenging the Decepticon before her. Bravery, leadership, power, that’s what the Autobot felt staring at that purple pony.

“The answer lies ahead…”

He dropped his sword back into its covering, but realized quickly what a mistake that was. Shockwave pointed his cannon right at the pony and fired, launching her and her companion back several yards. The Autobot gasped in shock, reaching back for his blades once again.

“There he is! Get him!”

Turning towards the direction of the sound, the warrior was stunned to see several more of his kind appear out of the smoke and race towards Shockwave. He couldn’t be seen, not yet. His master was still counting on him to make the smart choice. He quickly activated his cloak, disappearing from the smoke and ash of the burning town.

When the Autobot reappeared, he was standing by the forest’s edge once again, the weight of guilt still pushing his shoulders down more and more. He turned his head around to grasp the sight of the Nemesis escaping the village, more ponies and Autobot directly below it.

Several feminine screams erupted from the group, many of them cries. The Autobot’s optics slowly shut, his head facing forward once more.

He couldn’t fight the Decepticons alone. He couldn’t fight to save Optimus Prime by himself. He couldn’t fight his own emotions as one standing bot. He needed help. He needed…a team.

The Autobot turned around, his optics zooming in on the purple pony slowly closing her eyes.

“You need my help, I need your help, and the Autobots need my help. They cannot fight alone against odds so highly stacked against them. Maybe…maybe that is why I have been sent here, to save them in order to save you.”

He really wanted the pony to respond, to make sure he wasn’t just talking to himself. His prayers to Alpha Trion weren’t answered this time, and the other five ponies came to the purple ones side to comfort her. She would be safe…she would be safe. But the future was still dark, so dark that the Autobot couldn’t even see through it. This world needed a savior, and that savior was gone, taken by the Decepticons.

The warrior zoomed in on the purple pony. His optics softened.

“My sensei…I can see clearly now what you have sent me here to do,” the Autobot told himself, his optics still staring longingly at the six ponies. “Optimus Prime is in dire need of help, but there are others, others you have known needed far greater assistance. I see what I must do, sensei. You have led me to this path…and I will gladly take it.”

With that promise given to no one but himself, the Autobot spun around to enter the darkness of the forest, the darkness being his only ally at this point. But before he could go dark, the warrior gave one last look towards the purple pony, his eyes soft. He needed one more prayer; one that he knew would be given to him.

“I pray you accept me as you have Optimus Prime, little pony.”

The warrior of the sword vanished. 



	


> Chapter 52-Taken
> --------------------------------------------------------------------------



Shining Armor’s appearance in the Canterlot War Room wasn’t even noticed.

As the unicorn prince from the Crystal Empire burst through the twin doors underneath the city of Canterlot, all he noticed was complete pandemonium within the massive room. Staff ponies, both Earth and unicorn, ran wildly carrying papers, documents, and everything that looked important in their hooves or their magic. Pegasi acquired whatever space above them they could in order to fly about and retrieve, send, and acquire documents that the Royal Sister’s needed. It was a pattern that didn’t seem to end.

Shining Armor was accompanied by two well-trained and disciplined Crystal Guards back from the Crystal Empire, which was under command by Princess Cadance until Shining returned. The unicorn feared he might bring grave news back to the empire once he received Celestia’s urgent message, and his fears came true with the shouts picked up inside the War Room.

A pair of stairs led down to waves and waves of ponies clashing into each other, Pegasi filling the air above Shining’s head. To his sides, all Shining Armor could see were unicorn mares writing away several letters by the minute. He had no idea what they were writing, but from the beads of sweat dripping from their forehead and mixing with the ink then it didn’t seem too comforting.

It was fairly simple to get to the room where the princesses resided during times of crisis. It was the room located directly ahead, passed the ponies that didn’t even notice the prince walking swiftly past them. Shining Armor pressed his hoof roughly against the door with the seal of the Royal Sisters, and when he entered the dark room that’s when he realized how quiet it had gotten.

The two Crystal Guards stayed behind and closed the door from the outside, leaving their commander in the dark room. Shining Armor let his eyes adjust to the darkness, the massive chandelier hanging above the long, wooden table giving his eyes some light.

Princess Celestia stood up from her chair at the very end of the table, a great breath of relief escaping her dry throat.

“Thank goodness you’ve arrived Shining Armor, and in posthaste. We were beginning to fear that you weren’t going to make it,” Celestia addressed, catching the attention of any official in the Royal Guard who was beginning to doze off. 

“From the letter you sent…I can only assume that our worst fears our confirmed,” Shining commented, taking a seat at the end of the table facing towards the princess. As he sat down, Shining Armor observed all that was around him. 

Papers and documents were scattered across the table as if it just trash at the local dump. To Princess Celestia’s left was Princess Luna, her night-colored mane flowing over the table slower than normal. Lined across the chairs were high-ranking officers in the Royal Guard, all of whom Shining Armor knew before he left for the Crystal Empire. There was Commander Silver Wing, Lieutenant Broken Heart, Sergeant Echo, and… Wait.

Hiding behind Sergeant Echo, a heavily built brown Pegasus in golden armor was a smaller, more insignificant figure, one that was sitting quietly by Princess Celestia’s right side. Shining Armor didn’t even need to look twice to know who it was. How could he ever forget his own little sister, the Princess of Friendship?

Shining Armor was surprised to say the least. He didn’t expect Twilight to be here, then again she was a princess now, and as a princess the safety of Equestria rested not only on Celestia and Luna’s shoulders, but hers as well. Still, Twilight seemed to not even recognize Shining Armor’s presence, as if her eyes were simply lost.

The prince looked over and saw the bandages wrapped around her abdomen.

His jaw dropped only slightly. While his eyes continued to stare at Twilight’s condition, his attention was captured and brought together once more by the current leaders of the Royal Guard.

“Captain Armor,” Silver Wing began, his deep voice rattled with worry, “do you feel well?”

Forcing his gaze away from his sister, Shining Armor looked over to Commander Silver Wing, nodding once. “I’m fine. Now then…” once he scooted his chair in, Shining Armor placed both of his hooves on the wooden table harshly, rattling the cups of coffee by each pony.

His eyes grew ten times grimmer. He asked, “Just what exactly are we dealing with here?”

To his left, Shining turned to see Lieutenant Broken Heart, a unicorn with a pure white coat and no helmet covering his flowing purple mane, shaking his head. He pushed over a stack of papers towards Shining Armor.

He could only look once at what the piece of paper had to say.

“We’re sending this message out to all of Equestria,” Lieutenant Broken Heart said as Shining read the lines. “The Decepticons have officially returned, and in their terror campaign they’ve already attacked two major cities: Fillydelphia and Vanhoover. But recent news from Princess Twilight and the Elements of Harmony confirm that the attack in Ponyville was not just a simple act of terror, but a mission with a goal.”

“That goal was to capture the Autobot leader, and they’ve succeeded in doing just that,” Sergeant Echo added. Shining brought his off the papers in front of him and onto the brown Pegasi right as he began to speak again.

“Optimus Prime has officially gone dark,” Echo said, earning a few nods from his fellow guards and a grumble from Shining Armor. “The ship that captured him, we now know is called the ‘Nemesis,’ is constantly moving. It also appears to have some sort of…cloaking mechanism that allows the entire ship to disappear. Our spies will be blind if they even try to find that warship, so a nation-wide hunt is out of the question.”

“What about Vanhoover?” Shining suggested. “Wouldn’t the Decepticons go right back to the place that they’re currently residing? If so, then we need to strike hard with the Rainbow Power and an army of Royal and Crystal Guard to take that city back!”

Both princesses shook their heads.

“We’ve discussed this long before you arrived, Shining Armor,” Princess Celestia began, bringing Shining’s eyes into her own. “The Decepticons have already made a clear statement that they’ll start executing civilians by the thousands if any outside force tries to attack in any way, shape, or form.”

“This is why we’ve turned down the offers from the griffons and minotaurs to send in their own troops to fight the Decepticons,” Broken Heart added to Celestia’s statement, a little sigh making its way through. “Though they don’t really care for the lives of our nation’s citizens, all it seems they want is to get rid of the Decepticons as quick as possible, not that I have anything wrong with that…except the safety of everypony we’re bound to protect under Princess Celestia.”

Shining Armor sat back into his chair, both of his hooves reaching up to rub his eyes. He looked back down at the table to see Silver Wing slide over a cup of coffee. Shining grabbed it with silent thanks and placed the cup onto his lips, letting the dark brown liquid flow down his throat.

He brought the cup down, wiped his mouth with a foreleg, and asked, “What other choice do we have here? The Decepticons and the Alliance have pushed us into a corner with only one way out: Retaliation. How can we expect to protect our world from aliens when we allow them to strike on our own soil?”

It was a full ten seconds of silence before Sergeant Echo spoke up, finally spilling out an answer.

“The Alliance of Alien Activity is terminated. Our standing army has pushed AAA forces out of every city in Equestria and back to Vanhoover without trouble.”

Shining Armor smirked. “Without trouble, huh?”

The Pegasus was about to nod before Shining Armor slammed his hoof into the table, surprising everypony in the compact room. 

“This is the Alliance of Alien Activity we’re talking about, okay? They hold the most advanced military fighting force in all of Equestria, and if you think we made them retreat with magic and swords in our arsenal then I’m very disappointed to have left each and every one of you in charge of the Royal Guard!” the prince shouted.

Princess Celestia was about to intervene, her hooves already touching the ground before Shining Armor continued.

“They’re regrouping all of their forces together!” the enraged stallion bellowed. “I’ve seen this before. First, we’ll fight off the enemy with no problem whatsoever and push them back from whence they came. Then, when we rest up and prepare ourselves for the phony war to continue, the enemy surprises us with their forces joined together in an army we did not expect, with an attack we couldn’t defend against!”

His eyes grew wild, the pure instinct of a leader taking hold of his emotions and feeling. “Don’t you all see?! We’re going to get slaughtered unless we go into Vanhoover now and finish this! Losses are to be expected, I know, but if we don’t attack now then the aftermath will be far worse than any of us could comprehend.”

Shining Armor looked to Celestia, his eyes cooling down but still holding the stone-hard stare of a leader in crisis. He needed but one request.

“Princess…please…let me lead our armies into Vanhoover.”

For the longest time, Princess Celestia couldn’t answer. All she did was stare at her former Captain of the Royal Guard, his chest heaving and his hopes breaking. Celestia’s eyes closed, and her head turned to the left. Slowly, her eyelids opened, her gaze locked with the weary commander.

Silver Wing stretched his aching wings. He looked towards the young prince. So young, so full of potential…but with much more to learn.

“Listen…Shining,” Commander Silver Wing muttered. None of the guards ever called Shining Armor by his first name. It was certainly a new experience to the prince. The old Pegasus with withering gray feathers looked Shining Armor dead in the eye, his own eyes narrowing.

“I have a sister in Vanhoover, Shining Armor. She has an amazing husband and two foals, and those foals are going to start their first year of school in less than two weeks. I haven’t seen my sister in over seven years, the only assurance I have of knowing her would be the letters she sends me every month. The last letter I received was of my sister explaining how the Alliance stormed the city, pulled ponies out of their homes, and ordered them to pledge their allegiance to the Decepticons.

“I have no idea if my sister is alive or dead, if she’s fighting for her right or giving in to the fear. All I know is that her two little foals will go on to die without ever meeting their uncle if we follow through with your plan, Shining Armor. If we do, the Decepticons won’t hesitate to slaughter every innocent pony in that city. The Alliance won’t hesitate to betray their own kind in a heartbeat to satisfy their leader’s lust for power.”

Commander Silver Wing, in his ageing prowess, observed the young prince before him. Shining Armor’s eyes were wide with realization, his jaw open but no words being formed. His eyes opened and closed, leaving the past thoughts and opening his mind to what was right. He was wrong. Shining Armor was wrong.

Silver Wing leaned in closer to the young unicorn, his eyes narrowing. He said, “We can’t take that kind of risk, Shining Armor, no matter what the stakes are.” 

With that left open for all to hear, Shining Armor leaned back and sat down in his chair, all the fire in his heart suddenly frozen by fear. A frozen heart was not what a leader was meant to have, a leader…a leader like Celestia was meant to care for everyone, spare as much as one can, and save the suffering. How can he save the suffering without losing so much more in the process?

Shining Armor truly didn’t know, and he finally admitted it.

“So…what do we do now?”

It was finally time for the princesses to shed their knowledge of the situation.

“What we know of now is that the Decepticons have taken the Crystal Heart,” Princess Luna began, already causing Shining Armor to groan, “…and they’ve conquered Vanhoover. Their recent attack has done more than leave Ponyville in flames, it has given a message.”

“That message is faint at best, but if the Decepticons have Optimus Prime then we are left with five Autobots without a leader. The best we can assume is that the Decepticons have taken Optimus to beat us down morally, that they can take whatever they want from us without consequences, but they are gravely mistaken,” Celestia muttered, her eyes sharpening.

“Our next move is going to be a defense,” Princess Luna added in to finish Celestia’s statement. “Since we’ve warned our neighboring nations of a Decepticon threat, all we have left to do is protect ourselves. We have Royal Guard stationed in every major settlement and city within Equestria’s borders, and they’ll warn us within minutes if Decepticons or Alliance troops are threatening to invade. Before those cowards can hope to run, we’ll be there to show them who we truly are, and that we are not going to be stomped on so easily.”

Shining Armor nodded, finally agreeing to these terms of defense. Something clicked inside of his head rather quickly, the strings finally attaching to one another to get the big picture.

The unicorn’s eyes went wide. He nearly erupted from his chair when he asked, “You said we have five Autobots on Equestrian soil, correct?”

All three Royal Guard leaders turned to face the princesses. Princess Celestia and Luna looked at each other before nodding together. Shining Armor clapped his hooves together, his smile finally returning.

“Perfect! The Autobots can help us just like they did during the Darkest Hour, and even better now that we’ll be working together instead of by themselves. Okay, first, we need to figure out where the Autobots are, and then we can-”

“The Autobots are in Ponyville.”

The silence was so thick that Shining could slice it with his sword hidden inside his holster. Shining Armor turned towards the direction of the voice he knew by heart. He figured out he wasn’t the only one to follow him. Commander Silver Wing and Lieutenant Broken Heart both turned their heads to the end of the table, towards the area of the room that was almost enveloped in darkness.

Princess Celestia and Princess Luna brought their dreadfully tired eyes together; Luna’s being straight forward while Celestia’s were directed to the right. Sergeant Echo leaned back so Shining Armor could see who was sitting right next to him, the Alicorn that was barely visible.

His sister.

Twilight Sparkle, with her wings and body basically wrapped in white bandages with slight splotches of red here and there, turned her head away from the papers littered across the table and into her brother’s eyes for the first time in a long time. She didn’t smile, she didn’t blink. She just stared at him, all the hope and happiness in her eyes drained like an empty tub.

Shining Armor kept these observations close to his heart, but he nodded nonetheless.

“Alright, the Autobots are in Ponyville, which is good because it’s not too far of a journey away,” he said, turning his attention back to the Royal Guard’s leaders. “Okay, what I was thinking was that with every attack the Decepticons plan on doing, we can have a surprise attack of our own and have the Autobots go head-first into the-”

“You didn’t let me finish.”

Shining’s sentence fell flat. He looked up from the three commanding guards and brought his eyes into Twilight’s once again. Silver Wing, Echo, and Broken Heart all turned to face Princess Twilight, their suspicions aroused and their eyes focused. Princess Celestia and Luna stared at the young Alicorn. They both knew the inevitable was coming, be it a connection between sister’s or just great assumptions, the two could already feel the cold spike with Twilight’s choice of words tear into their souls…

“I was going to say that they’re in Ponyville…and they're completely inexperienced. They won’t be able to stand a chance against the Decepticons.”




> Chapter 53-Animals
> --------------------------------------------------------------------------


Optimus Prime awoke to find a bird pecking at his forehead.

Groaning in pain, Optimus shook his head to get the bird off of him. The bird let out a surprisingly loud screech, flying off into the darkness ahead. 

Slowly but surely, all the feeling in Prime’s body began to return to him. He let his head hang lazily as he finally began to feel his fingertips again, followed by his arms and continuously down lower. A surging wave of pain gripped Optimus’ chest once all feeling returned to that certain area. His vision was hazy, but he could still make out the large opening on his chest. 

That’s when he realized he wasn’t touching the floor. Optimus blinked twice, looking from side to side and down and up. Directly above him, besides the blinding light, were both of his arms hanging together and tied by chains. 

“What…what is this?” Optimus managed to croak, fumbling around with the chains tied tightly around his wrists. 

He heard a loud bang directly in front of him. Optimus brought his hard gaze into the darkness ahead. He could see nothing, but his hearing painted a mental picture that was too disturbing to imagine.

“…where Shockwave hid the experiment! I can smell it from here…”

“Is it something to eat, eat, eat?"

“I need food, Energon, scraps! I smell food this way.”

“Yes…food, food, food!”

Optimus’ breathing increased. He looked back up and wrestled even harder with the chains hanging above his head. If he could just get one of his hands free then it was one step closer to escape from wherever he was.

“This way, brothers! I hear the food this way!”

The last Prime managed to get his fingers underneath one of the chains. He gripped it around his palm tight, pulling and twisting the metal with whatever strength he had left. It was so much easier to snap the chains back at Canterlot, so why was this any different?

Optimus brought his head down.

He met a smiling, Energon-painted face.

Gasping in terror, Optimus held his breath as the face with the glowing red visor stared into his eyes, into his spark. The face, without breaking the smile, looked down at Prime’s open chest cavity, its mouth opening wide.

“More Energon!"

Optimus Prime was in a straight panic. He looked past the one directly below him and witnessed two others exit out of the darkness. One was bulkier and well-built than the other, while the second had no mouth and large pinchers jutting out from its back. They both approached the third one Prime had met earlier, their giggles and hisses echoing throughout the small room.

“Food…food is good,” the smallest one cackled.

“Yes, give me Energon! Need food!” the larger one stated while sharpening its claws.

The one closets to Prime’s chest brought his claws back, giggling in fiendish delight. Optimus Prime’s eyes were wide with terror, but he showed no more fear when he shut his eyes. The creature rammed his fist directly in Prime’s-

“And just what do you three think you’re doing?”

Sharpshot stopped midway from Optimus’ glowing spark and inner workings. He and the two others looked back in total fear, whimpering like sparklings when they spotted the purple orb in the darkness. 

Shockwave entered the light.

“Aw, Shockwave, I…I-I mean ‘we’ didn’t know you were here,” Sharpshot stuttered, fumbling over his words. “We thought you would be back at Vanhoover with that…with that pony you’re so fond of! And…and-and-and we were just thinking that-!”

“That you could just stroll inside my private study and touch my experiments without permission?” Shockwave said to him, his tone far more menacing than ever before. Sharpshot, Kickback, and Hardshell all fell to their knees in front of Shockwave.

“We meant nothing of it! We swear!” Kickback wailed.

“We were just hungry! Please don’t be angry with us!” Hardshell begged, placing his hands on Shockwave’s feet.

The Decepticon merely scoffed, kicking Hardshell’s hand off his foot. “I couldn’t even if I tried,” he mumbled, turning his head towards the three of them and pointing in the opposite direction.

“Be gone, all of you! I have work to attend to,” he ordered.

In an instant, the three Insecticons scrambled to get to their two feet, practically tripping over each other in the process. Shockwave, still pointing towards the exit, watched as the three ran towards the light of the sliding door, their bodies escaping into the light the door shut away.

Shockwave shook his head in annoyance. “Scavengers. Though I guess I can’t really blame them that much. They haven’t had a decent meal for quite some time.”

He turned his attention over to the trophy of his collection, the treasure in the sea of junk, the salvation for this world’s true peace. Optimus Prime finally opened his eyes, staring into the face of evil once again. His breathing intensified and he struggled against the chains even more rapidly.

“Do not even try. You won’t shatter those chains no matter how hard you struggle,” Shockwave pointed out, approaching Optimus with a floating stand by his side.

Giving one final tug at the chains, Optimus gave a huff of defeat and stared straight at the Decepticon that was responsible for bringing him here in the first place, at least that’s what he assumed. The Decepticon pushed the floating tray to levitate directly in front of him. Optimus looked down to witness the wicked-looking devices placed on the stand. He shuddered, causing the chains to clink together.

“You know,” Shockwave said in the long period of dreaded silence, “I would like to thank you personally for agreeing to the terms of this operation. You will not only be benefitting the revolution this country will soon face, but in the long run…this act you’ve agreed to will save Cybertron and the Decepticon race.”

Optimus groaned in pain, his circuits finally being stretched to the limit from the position he was in. “I’ve agreed to no terms,” he managed to spill out, clenching his fist over and over again to regain feeling inside of his hands.

“Oh, you haven’t?” Shockwave asked, picking up a device that fitted the Decepticon perfectly: menacing and to the point. Shockwave slid the dagger underneath Prime’s chin, glaring up at him with his lifeless, purple eye.

“Then why did you allow us to capture you?”

Optimus didn’t have an answer. All he did was move his head as far back from the blade as possible. 

Shockwave scoffed and backed away, finding the blade in his right hand quite interesting. “The leader of the free Autobots has conquered even the most powerful of Decepticons throughout eons of warfare during the war for Cybertron, and yet here he is…tangled in chains…broken…at the mercy of a Decepticon.”

Shockwave leaned in closer to Prime, not as close as before but still close enough to where Prime could hear him whisper very quietly.

“How does it feel?” the Decepticon asked, his tone sending chills racing across Prime’s circuits. “How does it feel to lose, to be taken away from the one slice of peace and tranquility you’ve had?”

Optimus coughed. “Peace…? You mean…Twilight?”

Shockwave nodded, gently scraping his blade against Prime’s faceplate. “You’re not so foolish after all, especially after losing your memory.” Prime’s eyes went wide. The Decepticon backed away once again, bringing forward the tray of devices.

“These ponies are your peace. They seem to enact some sort of happiness from you, how I have no idea. The thought of happiness makes me want to gag on my own waste,” Shockwave explained with a hint of disgust in his voice. He placed the dagger back down and picked up a saw of some sort.

“Interesting…perhaps later,” he said, placing the saw down. He looked up at Prime, shaking his head. “You have truly disgraced the Transformer race, Optimus Prime. Befriending these equines, taking part in their celebrations, the Primes would be very, very disappointed in you. This is not what we stand for. No peace, no happiness, only law. This world needs law.”

Optimus narrowed his optics on the Decepticon. “Who are you to decide what this world needs?”

“Who am I?” Shockwave mused. He appeared to be lost for a few seconds, his purple eye only staring off into space before finally resting on the last Prime. “I’m the world’s salvation, Optimus. The peace I’ve had, the only peace I’ve had rested on Cybertron. Now that our home is dead, I can have no more peace unless I know it’s saved.”

“How…can you…save Cybertron?” Optimus asked, his voice slowly being lost. 

Shockwave seemed actually interested in speaking again, his tone much lighter and louder. “I’m pleased you asked such an important question,” he picked up the same dagger again. “Cybertron can only be saved by an amount of energy equal to the size of a planet capable of supporting life. Equis, though not as large in size to Cybertron, has enough raw energy to reboot Cybertron’s core long enough for it to start recreating an abundant supply of Energon.

“Of course…in order to take this planet’s energy, first we need to conquer the country that holds the most abundant supply. That country happens to be Equestria. With its power of magic and enough ponies for a slave army, we can acquire the perfect location for a birthing ground of new supply camps for Energon.”

The Decepticon pushed away the floating tray. He approached Optimus slowly, so slowly that the last Prime memorized the scene not too long ago, the scene he last saw before being taken away into the dark ship.

Shockwave placed the blade gently on Optimus’ throat. Prime couldn’t back away any farther.

“The only way we can conquer this country…is with your T-cog,” he whispered, tightening his grip on the blade placed against Prime’s neck. Optimus was forced to stare into Shockwave’s horrible gaze, the purple eye ripping apart whatever sanity Prime had left. That’s the power this Decepticon had, the power he can inflict on others.

Shockwave gently lowered the blade, creating a path from Prime’s neck all the way down to his chest cavity. Optimus mumbled something, something that caused Shockwave’s path to falter at the last second.

“You won’t…get away with this…” Prime moaned, his blue optics flickering. “Twilight…will stop you.”

The Decepticon backed away only slightly. He stared Prime dead in the eyes, a soft chuckle escaping his voice. Optimus didn’t know what to think of that laugh. It sounded amused, but far too dark for Optimus to comprehend, especially in the state he was in currently. All he could do was remain in silence and suffer through it.

“You’re more delusional than I could ever have imagined,” Shockwave stated, looking down towards Prime’s open chest cavity. He found what he was looking for rather quickly, placing the blade’s tip neatly inside of him.

Shockwave chuckled, his purple eye flashing bright red. “I know all about Princess Twilight Sparkle. My drones have captured quite the show during my return to Cybertron. Her crowning as the newest princess of Equestria, her victory against Tirek, and the strength…of the Rainbow Power.”

Optimus could feel the blade tear into him.

Shockwave leaned in closer, his voice barely over a whisper.

“You don’t think we know…this world doesn’t think we know…she doesn’t think we know. Well, we do, Optimus Prime…and we’ve had a plan for it this whole time.”

And so Shockwave began the surgery with Optimus’ screams of pain echoing throughout the Nemesis.







> Chapter 54-Drifting Away
> --------------------------------------------------------------------------



Nighttime in Ponyville was anything but serene. Due to the attacks from the Decepticon warship, Ponyville lay in a state of ruin. Several buildings once made of wood and straw now resembled a pile of ash and debris scattered across the dirt road. Ponies slept in the streets. Families even.

Mayor Mare had scheduled a reconstruction crew to begin the first thing the next day. She offered triple the original pay, something the workers took without question. The worker ponies, the same worker ponies have been reconstructing Ponyville ever since the day Princess Celestia’s student arrived.

And inside the castle of the Princess of Friendship, that student was sobbing.

A blanket wrapped around her shoulders, a box of tissues with several of the wet, crumpled pieces resided next to Princess Twilight, the Alicorn slumping in her throne. Within every few seconds, the Alicorn would breathe in a breath of pure sobs, her exhale between tiny, uncontrolled whimpers. Her tears painted the floor beneath her in miniature dots.

Spike saw all of this.

The young dragon was at a loss of what to do. There she was, Twilight Sparkle, his best friend…the closest one he could ever call his true family, suffering over Optimus Prime’s disappearance. During that attack, Spike had watched Twilight be taken away from him to the hospital. He tried to fight those ponies off, the ones that tried to help Twilight. He was broken, weak. He didn’t want a single soul touching his friend, especially after what Shockwave was capable of.

He could see the bandages from where he was standing, right behind the door. Spike shuddered to see the red stains seeping through the white.

Spike had almost lost her, his family, in one swift act. But…she also saved him. That blast was intended to take them both out, but Twilight pushed him out of the way just in time. She took all of it, the pain, the suffering, the heartache, especially the worst of the aftermath. Of course, Spike considered Optimus a friend. Twilight, however… She and Optimus…they’re relationship was much, much closer.

Once more, Spike couldn’t know Twilight’s pain.

And once more, he could always try.

But not this time. 

Twilight needed him, his friend needed him, his family needed him. Spike pushed open the crystal door, not even caring if it made a noise or not. It did, but the Alicorn didn’t even seem to notice. Her whimpers could be heard rebounding off every piece of shimmering crystal inside the throne room, each sound hitting Spike right in the heart.

He didn’t waste a second more to walk to his friend. Each step felt like a thousand miles, and as Spike drew closer her sobs only grew louder. His determination was strong, though, and soon the baby dragon found himself at the foot of Twilight’s throne, his feet touching fresh wetness.

Even then she still didn’t notice him, or she did and she simply ignored his presence.

Wanting to test that theory for himself, Spike reached out his claw, leaving it to hover near Twilight’s shoulder. He looked over to her eyes, but did not see them. Her head hung low, her chest heaving in and out with each broken breath she took.

No more.

“…Twilight?”

As slow as she possibly could, Twilight Sparkle looked up from her puddle of tears and onto the baby dragon standing so close in front of her. Spike quickly observed her features. Burning red eyes, wet cheeks, ragged mane, this was not the Twilight he knew. This was not the leader he knew. And his heart wrenched to see her like this. Broken.

“Twilight…do you want to come to bed?” Spike asked, watching as her expression only worsened. “It’s late and…and I can make you some warm milk! You know how that always makes you fall-!”

“Spike.”

It was so sudden, so simple, and so powerful, that Spike’s sentence simply dropped dead once Twilight said his name. The Alicorn, eyes still red, stared at Spike for a solid ten seconds before sighing and turning her head away.

She spoke, so empty of life, “I want to be alone right now.”

The baby dragon stood there for quite a while, though Twilight didn’t keep track of time. He stood there, looking at his feet, wondering why he was even there in the first place. Spike brought his head up to stare at Twilight. She didn’t stare back. He sighed.

“Alright,” Spike muttered, his tone matching Twilight’s perfectly. The baby dragon turned around, dragging his feet all the way out of Twilight’s throne room.

Twilight waited for the doors to close, allowing her eyelids to do the same.

It was happening all over again. Like a haunting spirit, like an evil poltergeist, this terror would never leave Twilight alone. It found her after a year of silence. It found her that night in the Everfree Forest when she discovered him painted in rust. That terror continued to strike her soul day in and day out, reminding her constantly to give up, that her friend was dead and there was nothing she could do about it. For the longest time…Twilight believed it.

Until he woke up.

Since then, never once had that terror awakened Twilight from her slumber. Never once had that fear struck her heart, because Twilight knew that Optimus was there. Optimus was alive and back where he belonged, with her. For once…Twilight found some peace of mind.

Then it came…it came like a freak storm that couldn’t be haltered. 

The Decepticons came back, and in their wake they captured her friend. Optimus Prime was gone…again, and this time Twilight could do nothing to help him. She didn’t have a choice like she did in the Crystal Empire, and she didn’t have any means of resurrecting him, as if that would do any good now. Worst of all, and Twilight knew it, she had the power to wipe these Decepticons off the face of the planet. The Decepticons had no chance against the Rainbow Power, and Twilight knew it.

But…like Celestia said…sometimes the need of the few outweighed the need of the many. Only sometimes.

With Vanhoover under the Decepticons’ hateful law, and with thousands ready to die for what they believe in, the Rainbow Power would do nothing but cause death…for both sides.

So here she was, a princess with the power to shake the globe resting right in front of her, yet she was frozen on the act. Twilight dared not to even risk such an attack, even with the Rainbow Power in their arsenal. She was trapped in a corner, two evils racing to finish her off, the first to deliver the strike that would wound her, the second being the final blow.

Twilight wondered when that blow would come…if it ever would.

“Oh, Celestia… Oh, Celestia!” Twilight cried, planting both of her hooves into her face and releasing a massive wail of despair. Who could blame her? Twilight just lost a friend…and she feared she would lose much, much more than that.

Celestia…they needed Optimus Prime.

Equestria didn’t need another princess. They needed a hero.






Clank.

Twilight shot up like a disturbed dog on a midnight patrol. She didn’t need to think twice about what she heard. Twilight knew what she heard. Metal. Spinning towards the source of the sound, the Alicorn gasped, her eyes growing ten times wider.

She saw them, through her stained glass window, she saw the entity with twin orbs of light staring at her.

Before her jaw could even drop, the orbs grew wide, similar to how hers did, and disappeared. The shadowed entity jumped back, fading away into the darkness of the night. Following their disappearance were more screeches of metal against crystal. It was on her castle. Whatever it was, it was on her castle, watching her.

The princess gritted her teeth, her horn igniting.

After the flash of purple light, the blanket wrapped around Twilight’s shoulders fell flat on her throne, the princess nowhere to be found inside the room.







Princess Twilight’s teleportation spell lit up the dark foyer of her castle. She shook her head to regain some bit of focus after the sudden burst of energy quickly filled her veins, like quickly standing up after a long night’s rest. Her eyes turned to focus on the twin doors ahead of her.

She snarled and bucked the doors open.

Twilight didn’t even flinch when the massive Transformer crashed right in front of her.

Waiting until the dust cleared, Princess Twilight narrowed her eyes on the glowing beast squatting a few feet ahead. The beast, completely made of metal, slowly began to stand up, its legs pushing it up higher and higher until it was fully upright. It stared down the road ahead, its legs preparing itself for some kind of dash.

“Ahem.”

The Transformer froze. 

It slowly spun its head around to be met with the heated glare of the purple Alicorn.

Raising one of her eyebrows, Twilight stood unamused and unaffected by the Transformer’s appearance. She knew what it was right away, years of fighting side by side with Optimus did that to her. At first, the Transformer made no movements, as if it was contemplating on what to make of the situation. Twilight opened her mouth to speak, but stopped quickly when the intruder took off down the road.

It didn’t mind to send a plentiful supply of dirt into Twilight’s mouth and eyes as it did so. Twilight flinched back, shaking her head and spitting into the ground multiple times to get the grime off her tongue. She glared down the road ahead, her eyes no longer red from the tears but from anger.

“Okay, so that’s how it’s gonna be,” Twilight whispered to herself, her wings outstretched.

She took a running start, leaping from the Transformer’s footprints and into the night air. 

Her eyes scanned the darkness of Ponyville from above, taking sight of any type of movement hidden within the shadows. Nothing so far, so she kept flying, faster and higher. It didn’t hurt Twilight to fly anymore. Her right wing had healed up pretty well, considering the fact that she was nearly blown apart the other day. All that really bothered Twilight was her ribcage; every puff of wind filling her lungs strained the stitches and caused her to cringe.

Twilight’s cringing never faltered her ability to see, thankfully, and she spotted the intruder racing across the rooftops.

The princess’ eyes narrowed. She brought her wings closer to her body, allowing her to act like a dive-bombing stunt expert from the stars once she broke through the clouds. Tears were forming at the very edges of her eyes as she continued to pick up speed. Soon, Ponyville quickly came into view, and Twilight spread her wings out faster than a second, catching the wind right above the rooftops of whatever houses remained.

Rainbow Dash would be proud. Twilight imagined, her jaw dropping to see the Transformer no more than fifty feet away from her and closing in. She had to admit, the thing was fast. It jumped from rooftop to rooftop like it knew its environment. Twilight’s never seen the Transformer before. It couldn’t have known of Ponyville’s environment.

Whoever it was, it was spying on her, something Autobots don’t usually do to ponies.

She needed to catch him…or her. Yeah, she needed to catch it.

“By the order…of the Council of Friendship…I order you…to stop!” Twilight screamed, dodging chimneys with trouble while the Transformer did it with ease.

The Transformer didn’t respond. It did a front flip over to the next rooftop.

I warned you. Twilight thought, igniting her horn and sending a magical blast that was intended to frighten the Transformer, be it Autobot or Decepticon. However, her aim was more accurate than she thought, because the spell hit the ground right in front of the Transformer’s feet, causing it to stumble and eventually stop at the edge of the roof it was on.

It took several steps back, preparing to take another leap.

“Oh, no you don’t,” Twilight growled, preparing for another spell as she zeroed in on the intruder. It ran forward.

“Stop, Decepticon!" Twilight screamed at the top of her aching lungs, sending the same spell at the silhouetted entity. Be it her voice or the way she assumed it to be, the Transformer stopped right then and there, spinning around to face the owner of that voice.

The blast hit him right in the chest, right in the insignia.

It instantly lost its balance on the rooftop’s edge and fell to the dark alleyway below. Pieces of metal flew off in all directions, falling down to join the Transformer it belonged to. A loud crash was all that was heard from the darkness below. Princess Twilight, though surprised at first as to why the Decepticon stopped right after she said it, gently lowered herself down into the alleyway.

Her hooves touched all kinds of scum and muck imaginable. Rats hissed and scurried into little holes or trash bins once the princess came into view, spreading her purple light throughout the darkness.

She saw it.

She saw it quivering. She saw its blue eyes.

Okay, definitely not a Decepticon, but still…

Twilight narrowed her eyes to adjust to the darkness, her horn only giving off so much light to fill the dark. There it was, staring at her with its large, blue eyes, its golden-plated face, and blue-shaded armor. It looked absolutely terrified, watching her every move with its massive back pressed against the brick wall.

She remembered Makeshift…

Twilight stomped her hoof in the puddle of water, causing the Transformer to flinch. She glared at it with accusing eyes and a clenched jaw, forming the only words she could think of at the moment.

“Who are you and why were you spying on me?” Twilight asked rather harshly, her purple light cascaded across the Transformer’s body and face.

The Transformer cringed in pain, bringing up his right palm. At first, Twilight thought he was going to strike and bent down to ready herself for the attack. However, she didn’t need to when he brought his hand up and pressed it against the hole on his chest, the area that Twilight hit.

He spoke in a voice that surprised even the Alicorn.

“Please, I beg of you, I mean none of you any harm! Just…please, listen to my plea!”

The princess raised another eyebrow, her expression suspicious. She gave the Transformer a once over, checking his face to see if he was lying in any way. She was no Applejack, but Twilight was pretty good at telling liars. She learned so ever since Spike started trying to eat the castle and denied doing so.

However, his plea was genuine, much to the princess’ dismay. She sighed, taking a few steps back from the large alien, though her glare was never broken.

“I’m listening,” she said, her tone cold and malicious. 

The Transformer took whatever few seconds he had. He clutched his chest, hissing in pain as sparks danced across his legs from the wound. He looked down at the purple Alicorn, his expression holding all types of truth.

“I was sent here on a mission,” he began, causing Twilight’s ears to flinch. “My mission, organized and ordered by Alpha Trion was to come to this world…and find Optimus Prime.”

Twilight scoffed, though her eyes told a different tale. “Well, you’re out of luck. Optimus is gone,” she told him, a hint of a crack in her tone.

The Transformer stared at the ground, his optics opening and closing as he let out a quick breath, the air escaping from where Twilight presumed to be his nostrils. He looked up at the Alicorn, a heavy sigh joining him.

“I know…” he said, gripping his chest right as he began to feel Energon leaking outwards. Twilight noticed the drips of glowing blue liquid fall down and land in the puddles of water. It made the water glow, surprising Twilight for a short time. She turned her attention back to the Transformer who was busy coughing in pain.

He brought up his left hand and pointed right at Twilight’s chest, causing the Alicorn to back up quickly and ignite her horn. 

The Transformer muttered, “You… You know where the Autobots are.”

Now Twilight was beginning to feel uneasy. She raised one of her forelegs, narrowing her eyes on the being with the golden face.  She asked, “What does that mean to you?”

“Please…take me to them. I must see the Autobots,” the large alien urgently told her, his right hand now scratching his chest to stop the pain from escaping. It did little to help.

Twilight glared once again at the Transformer. Be it Autobot or Decepticon, the tone in its voice made him sound desperate, wanting. A Decepticon, like Makeshift, could make it seem pretty convincing. But an Autobot…like the others… He sounded afraid. Genuine fear, a type of fear that one could not fake.

She needed just one more assurance.

“Why?” Princess Twilight asked.

He didn’t wait a second to answer her.

“Because…my name is Drift…and I’m one of them.”






	
> Chapter 55-Untouchable
> --------------------------------------------------------------------------

“Absolutely beautiful,” Shockwave spoke to the darkness, his purple eye gazing longingly at the T-cog resting in his right palm. He gave the sphere-like object a once-over. It was perfect, just as he calculated in the beginning. 

No bumps, no cracks, no faults, no stops, the T-cog, the same T-cog that once belonged to the Autobot leader, now was in Shockwave’s possession. He turned the object around, noticing how pure red energy was practically fading away into mist from the glowing orb on the top of the sphere. Yes, it was functional, and it was powerful.

“This will do just nicely,” Shockwave commented, lowering the T-cog to his right. Several moans of pain grew from behind, reviving Shockwave’s interests on the patient once again. He slowly turned his head back.

If he had mouth, he’d smile.

“Pleasure doing business with you, Prime. Enjoy your stay on the Nemesis.”

The dark room continued to echo Shockwave’s last words even as the scientist left. Optimus Prime watched as the shadow disappeared into the light. He lowered his head, his optics slowly shutting. All he could see was the puddle of blue Energon forming around his feet, and then he shut his eyes letting peace finally take him into much needed slumber.







“You can’t be serious, Shockwave!” Starscream bellowed, pointing his finger right into the scientist’s vision. Starscream continued on, with an unamused Shockwave staring at the T-cog in his hand.

“How could you even consider leaving that…that…that iconoclast on our ship completely unguarded?! Have you no common sense? He’ll rip us to shreds if we even offer him a shred of freedom!” Starscream shouted, every word referring to the chained Prime deep within the Nemesis’ confines.

Shockwave chuckled amusingly, his hand twisting and turning the T-cog with great interest. Starscream stood there, staring down at the Decepticon leader in his chair as his palms slowly began to transform into fists. 

“You think this is humorous? You won’t be laughing when Prime stands over your beaten body with your throat circuits in his fist! Are you even listening to me?!” Right as he was about to show his true intentions, Shockwave lowered the T-cog, staring Starscream dead in the eyes.

Shockwave spoke, low and cold. “I’ve taken to account each and every one of your words of concern, Starscream, and frankly, I see no need for it. The Insecticons have gladly taken the role of guarding Optimus Prime for his time here. As for a threat,” Shockwave stood up, keeping his eye trained on Starscream even as he walked passed him.

“I see none.”

“How could you not see a threat?” Starscream asked facing Shockwave’s back. Even as the cyclopean Decepticon stared into the massive glass shield inside the Nemesis’ bridge, he could feel the Seeker’s glare dig right through the back of his head.

Shockwave stared into the night sky from what he could see past the glass shield. Alliance airships painted the night alongside Decepticon Jets that were constantly on alert, searching for foreign invaders daring to enter the city. His city.

The Decepticon looked down at the T-cog resting in his right hand. He answered after thirty seconds of silence. Thirty seconds exactly. “What have we to fear, Starscream?”

The Seeker took a step back, his arms slowly crossing over one another.

Shockwave continued. “We already have an entire city under our control, as well as an army of pony allies that answer to our command. Now, we hold all the components needed to have the Dark Spark’s true powers be unleashed.” He stepped away from the glass shield and approached Starscream slowly.

“Optimus Prime is inside of our warship, tangled up, broken down, and ripped apart. I understand your concerns, Starscream, but that Prime is no threat to us in his current state. Besides…we’ll need him later on for the plan to proceed on schedule,” Shockwave told him, holding the T-cog right in front of his vision, the red mist fading away towards Starscream.

“Don’t you get it yet? We have nothing to fear, Starscream. All we have now is a world fresh for the taking.”

Starscream actually managed to take a step back, his pulse of Energon electrifying his circuits with excitement. He kept his breathing steady, holding out one of his hands towards the scientist in a calm manner.

“So…what you’re saying is…?” the Seeker began, but found his voice to be silenced by the Decepticon five feet in front of him.

“Phase one is complete, Starscream, now we move on to phase two.”

“Spread the fear. Capture the sixth,” Starscream mumbled, almost as if he memorized the words.

Shockwave heard him, nodding once. “Precisely. Now go, tell Noctune that we shall begin the bombings on our first strike. Tell him to ready his troops…and prepare for the main event. It will surely be a spectacle he will not want to miss.”

Watching as Shockwave strolled right by his shoulder, Starscream smirked, turning his body to face Shockwave’s back once again. He asked, “It is time then, Shockwave?”

Shockwave stopped at the nearest computer console. He placed the T-cog down on the stand next to him, his purple eye locating the Seeker in the darkness. “We are heading into a storm we cannot hope to turn away from. It’s do or die now, Starscream. This country knows us…this country fears us…but soon…this world will fear us.”

Starscream smiled wickedly, transforming into his jet mode and blasting right out of the Nemesis’ bridge, through the dark halls, passed the runway, and into the night air. He dived down to the city of Vanhoover below, his cackles filling the night alongside the cries of enslaved ponies.

That left Shockwave alone inside the bridge of the Nemesis, his only companions being Prime’s T-cog and the Dark Spark floating menacingly in the background.

He brought his attention back down to the computer console. He tapped the dark screen, bringing it to life with just one touch. Shockwave scrolled across the screen with his pointing finger, finally bringing up a map of Equestria and laying it out in front of him.

The map was massive. Blue waves of pure light danced across the shadows inside the Nemesis. Shockwave spread the map out even further, his right hand doing all of the work while his blaster hung lazily to his left. He spun the large, three-dimensional map around, stopping at a certain spot that displayed Western Equestria.

Shockwave brought up his finger and tapped the side of his face.

“Hmmm,” he mused, his purple eye dancing across the beautiful lights shedding across the bridge. “So many opportunities…but we must act to the closest settlement, one that is fairly large and holds a massive population. If that won’t turn some heads…then nothing will.”

He lowered his right hand over the hologram of a near city, bringing it directly underneath. The hologram displayed names, numbers, everything that Shockwave needed to know on his command.

“Perfect. Our first target shall be…Las Pegasus.”

He crushed the blue hologram into his fist.
> Chapter 56-New Recruit
> --------------------------------------------------------------------------



The next morning, Princess Twilight Sparkle and her young dragon assistant Spike stood outside the castle in Ponyville. Said ponies that inhabited the village ever since Twilight first arrived still as Celestia’s pupil were now beginning to awaken from their slumber.

As Pegasi filled the skies to clear away the nighttime clouds and Earth ponies and unicorns were preparing to open up their stores and fruit stands, all could only wonder just what it was the Princess of Friendship was doing just…standing there.

Not much attention was given to Princess Twilight, which was perfectly fine with her considering she wasn’t looking for anymore autographs to sign or photos to take with fillies and colts. All that was on her agenda today was waiting for her friends to show up. It took a lot longer than she initially planned.

Finally, after about twenty or so minutes of waiting, Spike having recently fallen asleep on her side, Twilight stared down the dirt road leading away from her castle, and lo and behold all five of her friends were approaching her.

And just as asked, the five Autobots were with them.

Twilight stood up from her sitting position, causing Spike’s head to fall and hit the dirt, instantly waking him. While the dragon spun his head about in a quick panic, he rubbed one of his eyes with a claw, yawning and turning towards Twilight.

“Twilight!” Applejack called out, practically racing over to hug her friend tightly. Twilight, though surprised at first, accepted the hug nonetheless.

“We all came as soon as Spike sent the letter,” Applejack explained, looking to the right and left to see the rest of the girls approach. The dark shadows joining them eased the farmpony only slightly. She broke the hug with Twilight, staring into her eyes as she asked, “How ya holdin’ up, sugarcube?”

“I’m doing fine, Applejack, really,” Twilight answered, bringing her attention over to the rest of her friends, Autobots included. All of them looked absolutely crestfallen. Not a smile, not a spark of life in their eyes, nothing Twilight could see.

She couldn’t blame them. Their leader, their only chance of having true leadership was stripped away from them. If anything, they were soldiers without a commander, lost in an endless war. Then again, that’s the reason Twilight asked her friends to bring them.

The princess took several steps past her friends. She faced the Autobots, a friendly smile adorning her exhausted features. Ironhide was the first to speak when he noticed Twilight approaching them.

“Anything you’d like to explain, princess?” Ironhide asked rather bluntly, his rock-like arms crossing over one another. Jazz and Cliffjumper performed similar actions. Jetfire stood silently by Ironhide’s side, his voice lost for a day. Bumblebee stood silently behind the group.

Twilight nodded, her smile only growing. “Yes, I’m glad you asked, Ironhide.” 

She motioned her purple hoof behind her, her smile transforming into a grin.

“I have someone you all might want to meet.”

All heads were lifted up on command. Twilight almost laughed to see each and every one of their jaws fall at once. The five mares; Pinkie, Rarity, Applejack, Rainbow, and Fluttershy all turned around to stare up at Princess Twilight’s castle. Their expressions mirrored their Autobot friends’.

A silhouetted figure from the very top of Twilight’s castle leapt off like a pony daredevil not afraid to risk his or her life in one stunt. With skills beyond any of the Autobots’, the being flipped about five times before landing in a cloud of dust and dirt directly behind Spike, frightening the baby dragon.

“GAH!” Spike screamed, backpedaling away from the towering giant that had nearly crushed him. He fell into Rarity’s hooves, all looks of fear instantly washed away as a love-struck look slowly graced his smile.

Rarity rolled her eyes, suddenly bringing those twin sapphires of hers onto the giant. The unicorn could already feel the great tension rising among her friends, not to mention the great fear. Fluttershy had hidden behind Applejack in less than a second, too terrified to even notice the giant’s presence before them. Pinkie was staring, wide-eyed and jaw dropped as the giant slowly stood. Rainbow Dash growled, taking a step forward in front of her friends, preparing for a fight to come when she noticed the blade in its grasp.

Except a fight never came.

The giant stood fully upward, the long sword being jammed in the dirt directly in front of the giant. As both of its hands were placed on top of one another, the giant stood there right in front of Princess Twilight’s castle, its blue eyes staring peacefully at the group ready to fight. The five mares, including Fluttershy (finding the bravery to do so), all stared up at the silent titan.

Blocking out the sun’s reflection off its armor, Applejack was able to make out the black-colored metal skin this being wore alongside the tints of shady blue and gold gracing its chest and arms. The being wore a black helmet, having strange metallic designs resting on its forehead. It was rather strange, but not as a strange as what followed.

Their eyes darted downwards from its golden face and blue eyes to the large gash across its chest. Fluttershy gasped and Rainbow Dash’s eyes went wide. It was hard to decipher especially from the glare of the sun and the darkened armor, but the five ponies could never mistake the symbol on its chest.

The upper half of an Autobot insignia, the rest joining the dark gash.

All five mares, all five Autobots, all the town of Ponyville came together to witness the newest Transformer in their graces, hopefully good graces. The visitor was quick to observe the rest of the town’s populace join together in a rather large crowd around the castle. Many whispers were spread about, many accusations that the visitor couldn’t hear. He could only pray they weren’t threats or false accusations.

He was more than relieved to see Princess Twilight step forward towards him.

Twilight Sparkle cleared her throat, instantly silencing the murmuring crowd. She smiled, the grace of her smile directed towards her friends. All of them. Twilight directed her hoof backwards, straight up the towering warrior staring at the crowd with its wondering, blue eyes.

“Citizens of Ponyville, you have nothing to fear,” she began. “Standing behind me is an Autobot…and his name is Drift.”

To her surprise, the crowd all let loose a relieved sigh and left in a much calmer mood than when they had previously arrived. The sea of ponies fell apart, leaving only Twilight’s friends and the Autobots standing in front of the castle. Twilight stood there, mouth closed, her hoof hanging in the air, her eyes wide. Apparently, all that the ponies of Ponyville wanted to know is if the alien was friendly or not.

Twilight released an annoyed snort. Drift chuckled from behind her.

“Okay…well…anyways, Drift here arrived to our world several days earlier on a mission to find Optimus Prime and the Autobots. He’s been spending most of his days hiding in the shadows, and only revealed himself to me last night because his master ordered him to, a master that goes by the name of ‘Alpha Trion’.”

Twilight smiled like a school filly receiving extra credit, leaving the biggest hint on the name she’d given. She had asked an unbelievable amount of questions last night after she brought Drift back to her castle in order to patch him up. Throughout those questions, throughout their trading of knowledge between one friendly species to another, Drift finally told Twilight of his master, Alpha Trion. The name instantly sparked a memory within Twilight’s mind.

It was back when she first met them, the Transformers, back during the first attack in Canterlot. Twilight and her friends, Bumblebee included, were transported to Cybertron after Soundwave had unleashed a dreaded device on them, a device that could control a black hole. Needless to say, the black hole didn’t kill them; rather it sent them to the home world of the Transformers.

Once there, scared and confused, Twilight and her friends encountered an all new face of Autobots, including a being whose knowledge exceeded all others. It was just on a simple computer screen, but Twilight could feel it. She could feel it back then, and she could still feel it now. The knowledge, the name, the Autobot. Alpha Trion.

After several seconds of silence, a pink hoof was raised out of the bundle of ponies.

“Yes, Pinkie?” Twilight asked, rather excited. “Is there something you want to ask, or possibly something you want to know more about a certain name I just gave?”

“Precisely!” Pinkie shouted, only increasing Twilight’s smile. She pointed her hoof towards Drift’s chest and asked, “Why is his Autobot symbol all burnt up?”

Once again, Twilight’s smile fell, and she snorted in annoyance. And once again, Drift could only chuckle. Slamming a hoof to her face, Twilight dragged it down and stared at her friend’s innocent smile, at her innocent question. Perhaps there would be another time to dwindle on Alpha Trion with her friends, Pinkie especially.

“Yeah…that was from last night,” Twilight stated, turning around to stare softly into Drift’s eyes. She explained, “After I realized Drift was spying on me, not for any bad reasons of course,” Drift nodded as she continued, “I chased him throughout Ponyville and…uhh…I kinda, sorta shot an energy beam into his chest.”

Each Autobot gave their shocked expressions. Rarity and Applejack looked at each other, both in disbelief. Rainbow Dash chuckled.

“I don’t even know how many times I apologized because of that,” Twilight sighed, turning her sad eyes up to Drift. He caught her glance quickly, smiling down at her.

“I know how much that symbol meant to you, Drift, especially since you changed sides from the Decepticons to come and fight for the Autobots. It was wrong of me to have done that,” the Alicorn admitted, creating circles along the dirt with her free hoof.

Rainbow Dash’s smile dropped like a rock after Twilight had said that.

...Decepticon?

The cyan Pegasus slowly turned her heated glare over to the giant standing in front of Twilight’s castle. She growled quietly, her teeth showing like a rabid animal. Drift hadn’t even noticed the death stare he was receiving from one of the ponies. He chuckled wholeheartedly, staring down at Twilight.

“Do not be sorry, Twilight Sparkle. A mere symbol does not define a warrior’s status and virtues, rather his actions and the way he enacts them,” Drift replied, earning a satisfied sigh from the Alicorn. Leaving Twilight with a knowing smile gracing her face, Drift walked right on passed her, his sights set on the five giants ahead of him.

The five ponies backed away from his approach, staying to the far sides of the dirt road. Rainbow pawed at the rocks in front of her, her wings standing on end. Applejack placed a reassuring hoof on her friend’s shoulder.

“Easy, sugarcube,” Applejack warned.

She continued to stare at the Decepticon turned Autobot. Drift jammed the end of his sword by his feet, his eyes meeting Jetfire’s and Jazz’s and all the rest. He smiled.

“Greetings, my fellow Autobots. It is an honor to be standing in the presence of true heroes such as yourselves,” Drift began, already earning a few questionable looks from the group. Drift sighed, looking to the side for a few seconds. “I would not know what it is like to be a hero, considering I have been fighting a false war for eons on end.”

A moment of silence entered the morning air that engulfed the large group of ponies and aliens. Memories flashed behind Drift’s optics, memories of the war and who he used to fight for. He could imagine the sound of the necks torn apart from Autobot soldiers he forcefully tried to kill. He could see the death camps, the same camps he was at, torturing and extracting information out of Autobot spies. He could feel the Energon dripping from his fists… It was not his own.

Primus…what was he?

Shaking his head so quickly that none of them noticed, Drift brought his attention back to the five Autobots. He said, “Twilight has told me that none of you have any recollection of who you are or how to fight. Is this true?”

The Autobots looked to one another. Sadly, they all nodded. Each and every one of them.

“That is why I am here now,” Drift stated firmly, bringing his sword out of the dirt to hang by his side. The five giants brought their eyes to the sword, noticing the reflection of the morning sun in its blade practically blinding them.

Drift continued. “In Optimus Prime’s absence, which I have discovered has also lost his memory, I ask that I be willing to guide and train you all on this dark journey ahead. You do not know how to fight, but I do. I can train you all to defend yourselves against the forces of evil threatening to take this world.”

“Whoa, whoa, whoa! Hold up just a second!” Cliffjumper shouted, stepping forward with his hands outwards.

All eyes turned to the red Autobot, confusion spreading like a virus. Cliffjumper took another step closer to the dark blue Autobot, much more so into his personal space. Regardless, Drift stood his ground, not a bit intimidated by the smaller Autobot trying to size him up.

Cliffjumper’s optics narrowed, his pointing finger being jammed into Drift’s chest. “Why is it that you get to take command all of a sudden? You just show up out of the blue, spy on Twilight, feed her some tall tales, and then expect us to accept you as our leader? Sorry, Drift, but I don’t play like that.”

Drift wasn’t at all threatened by Cliffjumper’s words. He stared him down, practically ignoring Twilight’s shouts from behind.

“What?! No, Cliffjumper, he’s actually telling the truth!” the Alicorn shouted rather loudly, making her voice recapture the attention of Ponyville’s crowds.

Cliffjumper shook his head, looking past Drift and into Twilight’s eyes from afar. He said, “I don’t know about you, Twilight, but a blade-carrying, weird-talking, Autobot that was once a Decepticon showing up out of nowhere doesn’t really give me any good tidings.”

He finished by pointing to Drift and mouthing the words “Psycho Decepticon here.”

Rainbow Dash smiled, her glare still trained on Drift. At least there was one Autobot that was on her level of understanding. But to her surprise, Drift pushed Cliffjumper out in front of him rather softly, not too rough as to start a fight, but hard enough to get his point across.

“I gave up that life, Autobot,” Drift told the group, though it was mainly focused to Cliffjumper. With his hand still placed on the red Autobot’s chest, Drift spoke, his tone low. “Perhaps you could give up all of your false accusations and just listen to me.”

Cliffjumper shocked everypony by slapping Drift’s hand aside.

“We don’t need to listen to you! We don’t even need your help! We’re doing perfectly fine here, right guys?” Cliffjumper yelled, turning his head back to the other four Autobots. They stood side by side, their eyes focused on the dirt.

With Cliffjumper’s head back, his eyes pleading on the rest of his Autobot friends, he turned back when he heard Drift let loose a scoff of disbelief. 

“Perfectly fine?” Drift repeated Cliffjumper’s words, his blue optics staring into Cliff’s with a small grin tugging at his metallic lips. He chuckled a bit, gripping his sword ever so tighter. “The last I saw of you, red one, was being blasted apart by a Decepticon Seeker, as well as the rest of your fellow Autobots. You are far from being perfectly fine, foolish warrior.”

“At least I don’t spend my free time creeping up on ponies when they’re trying to sleep!” Cliffjumper retorted, earning a shocked glance from both Twilight and Drift. “Why didn’t you do anything to help then? At least I tried to fight back against the Decepticon! If anything, I’m more of a warrior than you!”

Now, things were getting interesting. Drift jammed his blade into the dirt, both of his hands free to do what he pleased with them. He wasn’t afraid to send a heated stare to his brother, Cliffjumper gladly accepting it with his own.

Drift frowned, standing his ground to the Transformer he’s been fighting for eons.

It wasn’t the same. He had to hold himself back. He needed to.

Just a little bit.

“You call yourself a warrior?” Drift began with a question, stepping closer to Cliffjumper. Cliff took a step back from the sudden action. Drift continued as the ponies watched on from the sidelines. “A warrior is not bested by forces led by cowards! You’re not a warrior, you’re just a child.”

Cliffjumper laughed, taking another step back. “Oh yeah, well this child’s about to kick your-!”

He lunged for Drift, but was just as surprised as everyone else with how quick Drift reacted and countered. Cliffjumper jumped forward in an effort to tackle Drift to the dirt, but the Decepticon turned Autobot quickly dodged to the side, bringing up his knee that connected perfectly with Cliffjumper’s chin. Fluttershy and Rarity let out a terrified shriek. Twilight and Rainbow both stepped forward to end it, but stopped, mostly Twilight stopping Rainbow from tearing Drift apart.

Drift reached forward and ripped his sword from the dirt. Cliffjumper fell on his back with a hard thud and a yell of pain. It didn’t end there. Drift acted quickly to tackle Cliff in his state of confusion, making sure to gain every advantage possible. After a tight hassle, Cliffjumper was down and immobilized. He could feel Drift standing over him.

He could also feel the blade’s edge on his throat.

A breath was caught, and nobody knew who it was that took it. Even Rainbow Dash stopped pushing Twilight off of her and stared wide-eyed at the scene taking place twenty feet ahead of her. Nopony moved a muscle. The Autobots, for some strange reason, didn’t take action. Drift held his sword tight against his attacker’s throat. He looked around, noticing that the crowd was slowly starting to join together once again.

He didn’t care. All he really needed were the Autobots to see it.

“Like all children, you have much to learn,” Drift said aloud, presumably to Cliffjumper struggling against Drift’s grip around his shoulders. Drift looked about, noticing the shocked and somewhat hated looks he received from the town’s populace. Stallions shook their heads and mares placed hooves over their mouths. 

Drift looked over to Twilight. Her expression said it all. 

Surprise. Complete surprise.

Sighing, Drift slowly stood back up, releasing Cliffjumper from his grip. Immediately, Cliff reached for his throat and gasped loudly, crawling away from Drift as if he was Unicron himself. Drift blew air out of his nose, reaching back to place his sword back in its sheath. 

“You see what I’m talking about!” Cliffjumper shouted, finally standing back up to join his fellow Autobots. He pointed at Drift. "Decepticon! Why else would he want to hurt me? I say we end him now before he goes and tries to tell the others on this planet! Who’s with me?!”

He felt a large hand on his shoulder.

Cliffjumper turned around to stare right into Ironhide’s face. 

The large bot, though skeptical at first, sighed heavily, looking from Cliffjumper and over to Drift. He said, “Kid…you attacked him. He was just defending himself. Also…he’s right.”

“What?” Cliffjumper gasped.

“We’re not ready for war, Cliffjumper,” Jetfire added in, his voice low and defeated as he took his place by Ironhide. His blue optics zeroed in on the blue and black…Autobot standing right in front of them. He sighed, saying, “We’ve just witnessed Drift’s skills…and he can train us for the inevitable fight.”

“You can’t be serious,” Cliff groaned, turning to see Jazz take a step forward.

Jazz chuckled, having both his arms cross over one another. “I just got my behind handed to me a couple days ago, and I am not havin’ that again. If this guy has what it takes…I say we listen to him.”

Cliffjumper tried to come up with an excuse, a reason. “But…but-!”

“Come on, Cliff,” Bumblebee said, shocking everypony around them. He stepped forward, placing his palm on Cliffjumper’s shoulder. “What other choice do we have?” he asked.

For that, Cliffjumper had no real answer.

With the red Autobot just standing there with his mouth open, Ironhide and Jetfire sighed and walked past him and over to Drift. Jazz and Bumblebee followed right behind them. Cliff watched them leave, his head slowly shaking from side to side.

Jetfire held out his hand to Drift. He said, “My apologies for Cliffjumper. We’ve been through a lot lately…and if it’s all the same to you…we could really use your help.”

Drift stared at his open palm for quite some time. Finally, he reached forward and gripped Jetfire’s palm in a tight handshake, smiling gratefully. “I would be honored, Autobot.”

Twilight and her six friends all watched as each and every Autobot slowly began to walk away deeper to the outskirts of town, the conversation between all of them growing with each footstep they took. Twilight smiled to see them bonding so quickly. Her smile only increased when she witnessed Cliffjumper sighing and slowly catching up to the group.

“Well, it’s safe to say that they’ll get along rather nicely,” Twilight stated, rather proud of herself. When she turned around, she felt a powerful breeze and was suddenly nose to nose with Rainbow Dash.

Yelping in surprise, Twilight was suddenly silenced by Rainbow’s scratchy voice filling her ears.

“You can’t be serious with this guy, Twilight! Did you see what he tried to do to Cliff? Who’s to say he won’t do that to the others with our backs turned?! He seems pretty capable of doing it!” Rainbow Dash exclaimed, drawing in the crowd with her wild accusations.

“Rainbow Dash, calm down!” Twilight warned, her eyes darting from the sea of ponies surrounding her friends. “He’s not a bad guy!”

Rainbow snorted, blowing a strand of mane out of her vision. “You said it yourself, Twilight. He used to be a Decepticon! Their name says it all for pony’s sake! DECEPT-icon! Celestia, why can’t you see it the way I do for once?! Why do you trust this ‘Drift’ character?”

For that, Twilight actually had an answer.

“If he wanted to kill Cliffjumper, he would have. If he wanted to kill me…he had a pretty good opportunity to do it last night.”

Twilight turned back, her soft gaze landing on the midnight blue Autobot.

...So why didn't you?


	
		


> Chapter 57-They Came From Outer Space
> --------------------------------------------------------------------------



A Las Pegasus mare had to stay in shape, eat healthy, and most importantly receive the necessary heat waves from the sun at least every day. This is the only way the stallions would notice them, for their looks. Lily Hoof knew this more than any of her friends, who were all still single. Lucky for her, so Lily could get all the attention she could ever ask for her. She was single too.

Of course, none of her friends knew that.

Celestia’s warm sunlight pierced the cloudless skies in the horrific hundred degree heat. It was a terrible day to be wearing any sort of fashionable clothing, but it was a perfect day to enjoy the ocean waves, have family parties with drinks and food to go around, and just be with loved ones enjoying the day.

That’s all Lily Hoof needed…a loved one. 

Speaking of said pony, Lily lay on top of a foldable chair in her backyard. She had no umbrella to block out the sun’s rays. She had no sunscreen. All she wore was tanning oil, a pair of sunglasses, and a bright smile.

Her peach-colored coat shed small traces of sweat from the intense heat of the sun beating down on her from above. The sweat trailed down her well-curved thighs and onto her cutie mark, which represented a simple lily. Noticing her body, the mare smiled and pulled up a small fan, flapping it against her face and chest.

The small breezes of cool wind felt good against her burning coat. Lily placed the fan down and picked up another item resting to her side. A bottle of suntan lotion. She looked around her empty garden, towards her flower bed. Lily sighed. If only she had a big, strong stallion to do this for her.

That time would come soon for her. Over the past week, a certain stallion really caught her eye at the local bar. It was just supposed to be a night out with her friends, but it turned into so much more when that stallion wanted to buy her a drink. Well, she wasn’t going to turn down a free cider. The rest of the night was a total blur. 

All Lily could remember from that night were the stallion’s friends each taking one of her own friends onto the dance floor. A hoof was offered to her, the hoof of the friendly stallion who bought Lily a drink. Celestia, she could even remember how flustered she was at that. After hours ticked away of drinking and dancing it was time for the girls to head to their respected homes. Lily’s friends chose to go home with the “hunky” stallions by their side. 

Lily didn’t like that idea and chose to walk by herself. This was quite the challenge considering how hammered she was. Thankfully, the friendly stallion offered to take her home, which she tried to refuse and stumbled forward, nearly falling into the gutter. She remembered passing out in the stallion’s forelegs, his unicorn magic levitating her onto his back.

When she woke up, Lily was relieved to see her own house and not somepony else’s. The stallion set her down, she offered a thank you and asked if she could ever see him again, perhaps somewhere she wouldn’t pass out. The stallion only laughed and said he was free next Tuesday. It was a date, and Lily showed her enthusiasm by giving him a big hug.

It was Sunday, that gave Lily Hoof two whole days to prepare her body for that handsome stallion to eat his heart out. She could only imagine the nosebleed he’ll acquire once he set eyes on her well-toned, perfectly tanned, smokin’ hot body. Lily was scared too; scared she might attract the attention of the entire city with her good looks. With her beauty, it was always a possibility.

Oh…the stallion. What a hunk! His eyes, his face, his body, and the way he handled her in her desperate hour of need back at the bar. A gentlecolt. A true gentlecolt. It was the one thing she was missing in her life, and he would be hers! 

If only she could remember his name…if he ever gave it to her.

Oh well, it would only mean more to discuss on their date on Tuesday. Smothering the tanning oil between her hooves, Lily proceeded to spread it along her forelegs and chest, satisfied moans escaping the mare from the coolness of the lotion. The warmth of the sun only increased her moans, her smile growing when she knew the next heat wave was coming as well as her tan.

It got dark very quickly.

And Lily Hoof wasn’t closing her eyes.

It was very odd. Lily’s smile disappeared, and she lowered her sunglasses to peer up into the morning sky. Just like the weather pony said that morning on the radio that it would be healthy sunshine all day long. Was it another typo…or perhaps something more? There were no clouds in the sky.

“What the…? Where did the sunshine go?” Lily questioned, turning her head completely around, her body following her neck’s movements.

As her mom and dad always said, don’t stare into Celestia’s sun or else she’ll stab you right in the corneas. Lily always chuckled at that, but found no reason for laughter when she found the position of the sun in the clear, blue skies. Something was blocking it. Not a cloud, not a band of Pegasi, not an airship. It was something much, much bigger.

Whatever it was, it moved away from the sun’s glare, blinding Lily for a short time. She blinked hard to get rid of the dark spots in her vision, but even though she couldn’t see…that didn’t mean she couldn’t hear. 

KABOOM! KABOOM!

The eruptions were so intense that the mare was actually shaking from the earth’s vibrations. Lily caught her breath, her now terrified eyes dancing back and forth across her backyard. Her wind chimes and little statues fell over during the tremors, but that’s not what captured her full attention.

She really did buy her house in a good location. At night, Lily Hoof could see the entire city of Las Pegasus light up the night sky with its brilliant array of rainbow colors the ponies in the city created. That’s what her backyard offered: a front row seat to a night full of beauty.

Now, she had front row seats to a day full of terror.

All Lily Hoof could focus on was the gargantuan warship hovering over the city. Red lights, red beams of death and destruction would rain down from the bottom of the ship, and Lily would feel the vibrations of its power even from her position three miles away from the city. The mare covered a hoof over her mouth, already finding tears boiling in her eyelids.

“Oh, Celestia!” she cried as a skyscraper came tumbling down from the warships missiles. 	

The screams… Oh, Celestia, Lily could actually hear the screams of the thousands of ponies still trapped in the massive city. They were that scared, that much in pain to see their world come crumbling down. All Lily could do was watch, her front row seats becoming a viewing of pure destruction at its finest.

Lily Hoof cried, wept, and prayed to Celestia, Luna, Twilight, anypony that could stop this madness, end the terror and save the ponies that were losing their loved ones. Lily could do nothing. She was just a mare sunbathing in her backyard when the aliens atta-

The aliens…

“Oh no…” Lily gasped, both of her hooves covering her mouth. “They’re here…the Decepticons are attacking here!”

She had read about an event similar in the morning newspaper several days earlier. A Decepticon was possibly sighted in Fillydelphia after an attack killing hundreds of ponies. Lily simply brushed that aside, but still had chills running up her spine from the image taken of the Decepticon, possible Decepticon. A day later, surprisingly, a message was sent throughout the country by Princess Celestia herself, stating that Vanhoover has been captured by the Decepticons and that the AAA were now enemies to Equestria.

It was at that moment that Lily knew that the Decepticons had returned. It had been a year since Las Pegasus was attacked by the Decepticons, and the mare could remember every single terrifying second of it. They were like nightmares that couldn’t be resolved, even by a visit from Princess Luna that Lily heard the princess was able to accomplish. She was lucky to have survived back then, she was lucky her house even survived back then! Then again, she was just one of the lucky ones.

What terrified her more than the actual aliens attacking her city again was that of the news Princess Celestia offered. The AAA, the company that was meant to fight against evil aliens trying to attack Equestria was now fighting with the aliens. Lily, like the rest of Equestria, felt betrayed…and hurt by this. Now, she didn’t have any assurance for specially trained ponies to come flying in and blasting the Decepticons with their advanced gun things. All she had now was her old strategy: hiding and waiting.

Lily Hoof could see several more tiny ships escaping the much larger one. They all swarmed the city like flies to a pile of rotten fruit. Las Pegasus began to fall, many buildings collapsing from the sheer power of the Decepticon tyranny.

Many of the smaller ships left the massive warship to deal with the city. Instead, they chose their own path of destruction along the housings that were scattered across the main city. Unfortunately, Lily’s house was in their targeted area.

The mare began to panic once she saw the smaller ships growing bigger with each second. She looked across her garden, noticing nothing being worth saving. Her mind reverted back to her instincts last year. The Decepticons merely flew overhead, letting their soldiers take the ground and kill anything in the streets. All she needed to do was get inside her house and hide! 

That’s what Lily did. With a quick jolt in her step and puddle of sweat following her, the mare galloped right into her home, slamming the door behind her.

She crawled into her living room, shut the blinds, fell onto her stomach, closed her eyes, and prayed to Celestia to protect her house and the pony living inside. A Decepticon Jet flew over and launched a missile into her home.






> Chapter 58-Equestria Attacked!
> --------------------------------------------------------------------------



All it took was the headlines and Applejack was weeping.

Nopony was up yet. Applejack made it her goal to be the first Apple up on the farm before the rest of her family. Big Mac rivaled her in this challenge, but for the Sunday morning the stallion decided to sleep in, especially since there was no work to be done on Sweet Apple Acres. 

Applejack was just about to prepare herself a waffle or two with a tall glass of milk to go with it. The only thing she was really missing was the morning newspaper. She didn’t like to admit it, but all she really read were the comics. 

There were no comics that morning. No smiles, no chuckles, no nothing. The newspaper Applejack held in her shaking hooves was nothing but news. Horrible…horrible news. 

Sprawled across the floor, the couch, and even Applejack’s lap were portions of the newspaper. All unneeded or uninteresting pieces of news that didn’t relate to the main focus were strewn across the living room, the only important piece resting in the farmpony’s lap. 

All it took was one look at the headlines…

The orange mare sniffled hard, wiping her cheeks with a free hoof. She brought her red eyes back down to the newspaper in her lap. Applejack refrained from bawling at that point and silently read the lines to herself. Each word was a struggle, even for Applejack.

“‘Terror strikes the city of Las Pegasus in ways ponykind hasn’t seen since the Darkest Hour. On Saturday, 11:33 am, the city of Las Pegasus was quiet, families of ponies enjoying Celestia’s sunshine. That same day, 11:58 am, all that remained of the city were burning buildings followed by massive craters in the earth large enough to swallow all of downtown Las Pegasus.’”

Applejack held a hoof to her mouth, the words now dribbling out like a young, crying filly. After all, she was crying like a filly all morning.

“‘Nopony knows where it came from. Their day was all too perfect to be interrupted by anything. Nothing could prepare the citizens of Las Pegasus for the alien warship last spotted yesterday disappearing behind Smokey Mountain. Eyewitness accounts suggest that the warship wiped out the city in a matter of minutes, leaving nothing in its path of destruction.

“‘I just witnessed hell today,’ a lone stallion told our reporters on scene. ‘It came out of the sky in a cloud of darkness, bringing with it the wrath of the universe! I knew this day was coming, and look what happened! Las Pegasus is gone! We weren’t prepared for this! We weren’t prepared!’”

Applejack shook her head, her eyes rolling. She continued on.

“‘Whether or not eyewitness accounts were supported by evidence, none can deny the amount of destruction the alien warship has displayed on one of Equestria’s most thriving cities. As of now, the death toll is rising over the thousands with even more injured or missing. Royal Guard stationed in Las Pegasus had no chance to escape, and all squads under the order of the Royal Sisters joined the fallen in their final resting place.’

“‘With hundreds of aid workers from several more cities across the country coming to the rescue, survivors from the attack in Las Pegasus can have hope knowing help is currently on the way.’”

There was still more to it on page 5D, but Applejack had to take a break from reading. She leaned back, placing both of her hooves against her forehead as she released a heavily defeated sigh. Her large Stetson hat fell to her side, but Applejack didn’t seem to care. For once in her life, her hat felt far too heavy to wear, to carry on. 

A gift given to her…from her parents. Her dad.

Applejack reached down and plucked the large Stetson from the sofa cushion. She held it close to her chest, wrenching every time she felt her heartbeat soar across the large brim of the hat. Tiny tears fell from her brilliant emerald irises, impacting the brown of her hat, soaking it. She held the hat closer, never letting go again.

Applejack hadn’t realized how long she had been sitting in that position when she heard the small hoofsteps approach.

“…Sis…” a little voice began, “are you okay?” 

The mare turned her head to the left only slightly. She didn’t even need to look to know who it was, but she felt obligated to, knowing her little sister wanted to speak to her face to face. There she was. Little Apple Bloom standing but a few feet away from the couch, nervously shuffling back and forth as her eyes contemplated on staring at Applejack or not.

Applejack acted quickly. She placed her hat back atop her head, staring at Apple Bloom as more tears rushed down her face. Apple Bloom gasped, and then realized what her older sister was doing. She was beckoning her forward, her foreleg outstretched.

The little filly bore signs of true concern across her face. She jumped, crawling up on the couch and into Applejack’s embrace. Apple Bloom could feel her sister tightening her grip around her shoulder, her entire body shuddering.

Whether it is an instinct only a sister could feel towards her sibling or she felt obligated to do so, Apple Bloom found herself wrapping her forelegs around Applejack’s midsection. The two sisters shared a warm hug, Applejack sobbing and Apple Bloom comforting.

It was an entirely new feeling to the young filly. Usually it was her who was shedding tears of pain and then her older sister would be there for her, comforting Apple Bloom in the time she needed a sister most. The feeling was strange, listening to Applejack cry, feeling her heartbeat only increase and then slow down as the seconds ticked away. Apple Bloom held her tighter.

Soon enough, when she felt Applejack stop crying, Apple Bloom looked up at her sister with teary eyes that matched her older sister’s. Applejack smiled down at her, wrapping Apple Bloom up in a quick hug with an equally quick kiss on the forehead to go with it.

“Thanks,” Applejack whispered, “Ah really needed somepony right now.”

“Anytime, sis,” Apple Bloom replied, her voice cracking as the tears started boiling.

“None o’ that now, we don’t want Granny knowin’ you’ve been cryin’, or else you’ll get the talk about being a big pony again,” Applejack quietly told her little sister, wiping her eyes with a free hoof. Apple Bloom wiped her own eye, staring up at Applejack quizzically.

“But…weren’t you cryin’ just now, sis?” 

Applejack chuckled sadly, gently stroking Apple Bloom’s mane. “Yeah…but this is different.”

“How?” the filly asked.

“Ah’ll talk to you about it later tonight,” Applejack quickly answered, leaping off the couch with Apple Bloom by her side. “Now, why don’t you go an touch up a little? Ah’ll make ya some waffles this mornin’, how does that sound?”

As if her sadness suddenly vanished, Apple Bloom beamed, licking her lips. “Sounds good to me!” she exclaimed, practically bouncing up and down.

“Go get your bow an’ then we can make the waffles together,” Applejack told her younger sister, watching her take off down the hall and up the stairs in a heartbeat. The farmpony began to smile, but found her smile deflating faster than she could’ve known.

She was alone again. 

Applejack never liked being alone, even for short periods of time. An Apple was only as good as the rest of the bunch, her family. Without them…Applejack just didn’t know what she would do. She would fall, definitely, and probably never get back up. That was a path Applejack never wanted to take, nor did she ever want it to be an option.

Lost in her own thoughts, Applejack found herself resting her forelegs on the lower half of the door. Her eyes danced across the morning orchard. Every gust of wind across the fields of grass caught her attention, every apple in every tree swaying in the breeze captured her glance, and the massive helicopter flying by stole her breath.

All the tears in her eyes were not just from the pain of the morning read but from the great amount of wind blowing into her face from the helicopter’s blades tearing the sky apart. Applejack watched with great interest as the helicopter dove down to the earth, transforming at the last second and landing by a group of giants all standing on her property.

She didn’t mind. Applejack was grateful that Drift was training the Autobots in Sweet Apple Acres.

Her eyes seemed to lock on Drift, the Decepticon turned Autobot right as he began to speak to the group. His intellectual tone could rival Twilight’s, and the strength he put in it was practically heard all across the orchard. Applejack could barely make out what he was telling them, but she understood the gist of what he was saying. She leaned in, her forelegs dangling over the half door.

“I have done my best to repair each and every one of you, now all that remains…is you,” Drift began, his optics scanning the group of Autobots.

“The power is inside each of you. It doesn’t control you, you control it. Every Cybertronian, since the day of birth, has been given the strength to control oneself. You are all like undisciplined children, as of now, but that is why I am here. Discipline must be enforced, and the only way we can begin is if you are willing to discipline yourself…and transform!”

Applejack watched as Drift stuck his blade out in front of him, the tip being jammed into the grass. She heard him ask one question.

“Who is willing to step forward first and show me that we can begin?”

For the longest amount of time, Applejack watched the Autobots shuffle around nervously, their glowing blue eyes turning to one another for support. Drift stood silently, the morning sun pushing his shadow across the grass fields. No one was willing to step up, which almost created a depressed sigh to escape the mare.

That all was washed away when Jetfire stepped forward, standing straight and determined.

“Jetfire,” Drift announced, “you are a Transformer! Prove this to me…”

At first, Jetfire only stepped forward because no one was brave to do so first. He just wanted the silence to end, to prove to Drift that they weren’t children and wanted to learn. Now he had to prove he was a Transformer by putting it to the test, prove that he could control himself. Discipline is what he needed; discipline was what Drift could offer in order to transform him into a true soldier. Transform…

Transform… Jetfire thought.

He clenched his fists, hunched over, shut his optics, and began to shake. He screamed that same word over and over in his shattered husk of a mind. Drift watched on with careful eyes, as did Applejack.

The struggle continued on for several more seconds before Applejack was about to retreat back inside. She could smell the oven beginning to burn, and the shrill and cries from her younger sister only increased Applejack’s worries. She forgot to tell Apple Bloom that they didn’t need the oven to make waffles.

Two minutes had passed and nothing had happened. 

Applejack sighed, her eyes falling. “Ah really hope ya know what yer doin’, Drift,” she said, turning to head to the kitchen. She stopped when her ear twitched, a new sound coming from the fields behind her. A scream. Applejack spun around…and witnessed the impossible.

“Come on… Come on…” Jetfire muttered, his entire body shuddering. He was beginning to feel something, the change, the discipline, the power that Drift told him about earlier. The control. It was there, so close to his reach. But he was unable to seal it, to grab it and claim it for himself.

Jetfire screamed and punched his own chest.

“Transform!”

Applejack’s jaw dropped. All the Autobots backed away in shock. A soft grin began to tug at the edge of Drift’s mouth when he saw Jetfire’s alternative mode hovering above the grass.




> Chapter 59-That’s Our Leader
> --------------------------------------------------------------------------


Days later…




Princess Celestia could see the smoke from miles away. It only got worse as her carriage pulled down to Cloudsdale, revealing the carnage to her up close. Several terrified gasps filled the carriage. Celestia would be lying if hers didn’t join them.

One of the Pegasi pulling the carriage shouted, “Your highness, we’ve arrived to Cloudsdale!” Celestia could’ve sworn she heard him mutter “Holy hell” under his breath. It’s not like she couldn’t blame him. Once the carriage landed on the soft clouds and the doors were opened for the princess, it was hard not to release a curse of her own.

Princess Celestia found herself not to be the first one off, but Rainbow Dash. The guards backed away, stunned to see the Pegasus exit the royal carriage before the princess. They all turned to Celestia, once again stunned to not see her in anger or even a look of rage in her eyes. They all fell and bowed as the princesses made their exit.

The entire time…Celestia just stared at Rainbow Dash.

“Watch out! Get outta the way!” Rainbow Dash screamed, pushing aside the Royal Guard that had accompanied the princesses’ journey. Normally, anypony foolish enough to go against a guard under Princess Celestia would’ve been pushed to the dirt, or cloud in this instance. But they had no affiliation with the sky-blue Pegasus pushing against them, trying so desperately to move past the crowd.

Rainbow Dash growled, becoming more frustrated as the guards just kept on growing in numbers. She even began to spot some regular ponies entering the crowd. Right as she was about to begin kicking, the crowd dispersed once Celestia came from behind. 

Rainbow Dash stopped.

Her jaw fell, tears already boiling in her eyes. Once the crowd had fallen apart, most ponies by Celestia’s hooves bowing or begging her for things she couldn’t hear, Rainbow Dash was greeted by the sight that made her heart break. The source of all the smoke in the sky, the rumors she had heard back in Ponyville that morning, the fears boiling inside of her gut on the journey, they were all true.

Passed the lines of wounded Pegasi exiting the floating city, passed the stands that handed out medical supplies, passed the crying families mourning over what was lost lied Cloudsdale. That is…what remained of it.

No more clouds filled the skies. Then again, how could there have been? Cloudsdale was Equestria’s main producer of clouds, and now all that remained of the once thriving metropolis was but a black mark in the sky. Smoke continued to rise from the center of the city, a massive cloud of dark ash filling the blue sky right over Rainbow Dash’s head. The Pegasus’ breath became ragged, her eyes burning, her ears twitching every time a cry was heard in the distance closer to the city.

She felt a hoof rest on her shoulder.

“…Rainbow,” the recognizable voice of Twilight Sparkle began, almost trembling, “I…I don’t even…I-I I’m so sorry.”

Rainbow Dash slowly turned her head back, noticing that Twilight was not alone. Standing behind the Alicorn were the rest of her friends, each of them absorbing the horrible aftermath of the recent attack. Applejack took her hat off, placing it right over her heart. Fluttershy was already leaking fresh tears, pressing against Rarity for comfort.

It was her home, too.  Cloudsdale is where they grew up together, her and Fluttershy.

Now…

Rainbow Dash brought up her foreleg, wiping it against her nose and sniffing loudly. “They really did it, didn’t they? They really…bucking did it!” she cried, slamming her hoof into the cloud below her, simply creating an indent. She honestly didn’t care if she was crying anymore. 

Twilight reacted first and tried to wrap her friend up in a hug, but to her surprise Rainbow Dash rejected it, pushing Twilight away with her free hoof. Twilight simply stood there, her eyes watching the Pegasus sit down and stare into the ash cloud above the city of Cloudsdale. The whimpers escaping from the Pegasus joined the others behind Twilight.

That’s when…she stepped forward.

Princess Twilight backed away when she noticed the three others walking right by her, all of their eyes focused on the devastation lying ahead. The other princesses that ordered Twilight’s appearance now appeared themselves. All the fear, all the loss, all the shock the citizens of Cloudsdale felt all vanished when they stepped forward.

“Princess Celestia! You came for us!” a Pegasus stallion shouted, limping over to bow at Celestia’s hooves. 

“Ruler of the Night, we beg of you…as your children…help us!” a Pegasus mare screamed, practically crawling over and grabbing Luna’s hooves. Princess Luna could do nothing but rub the mare’s forehead, staring at her with sorrowful eyes.

“Is it…? Yes… Princess Cadance! We seek your love! There are many wounded!” a medical pony told her while flying over, soot covering his light blue coat until he was practically as dark as night. 

Princess Cadance gently rubbed her hoof across Rainbow Dash’s mane, looking down at the mare with eyes almost as tearful as hers. She quickly stood in front of the medical pony, saying, “Show me where the wounded are.”

Both sisters watched as Cadance was taken away by the Cloudsdale medical staff, joining a tent that was filled to the brim with ponies on their backs and enough painful moans to even cause Luna to shed a tear or two. It was all too painful of a scene, especially since the newest batch of injured entered the scene. It mostly consisted of young fillies and colts joined by their crying mothers while medical ponies tried their hardest to cause the little foals’ hearts to start again.

“Those cowards,” Luna growled, causing her older sister to send a sidelong glance her way. The Princess of the Night clenched her jaw as tight as she could, staring at her own hooves as more tears began to grow in her dark eyes.

“Those…damn cowards,” Luna cursed, finding the word to be fresh even on her tongue. The Royal Sisters rarely let words of hatred and wrath slip by their own vocabulary, but even Princess Luna felt the time was right. After all, they were cowards. Striking down a city filled with innocent ponies with no reason but to set an example. 

Celestia expected this from Decepticons.

Luna felt a large wing drape over her own shoulder. She looked to her right and noticed her sister to grow closer to her, nuzzling her in a show of warmth and protection. 

“I know it is hard, dear sister,” Celestia began, her eyes drifting off to stare into the rising ash cloud, “but please…we need to keep our composure and let our subjects know we are here…for them. We need to convince them to remain strong, even as the darkness of fear clouds their hearts.”

Her white hoof moved closer and clutched Luna’s dark one.

“Be strong, dear sister.”

Princess Luna remained silent for a while, the only sounds being the shouts of medical staff and the cries of heartbroken mothers only moments after losing their children to death’s cruel grasp. Still, even in the current day of age with fear running rampant across the world, her older sister’s words were just as powerful and moving since the beginning.

She brought up her head, forced to stare at the smoldering crater in the center of Cloudsdale. There were still Pegasi exiting the carnage. Survivors that needed a leader.

“Very well…we shall be strong,” Luna said, her words locked in a promise. With a nod from her sister, the two stepped forward and entered the floating city’s wreckage. Ponies of all shapes and sizes turned their eyes over to the two goddesses. Many more followed right behind them.

Joining that group was Princess Twilight, as well as the rest of her closest friends. Both Applejack and Pinkie came to Rainbow Dash’s side and helped her back up, Applejack nodding Twilight forward. Twilight smiled gratefully, catching up to the two princesses far ahead into the cataclysm.

The city limits hung over the heads of Princess Celestia and Princess Luna, bent and broken with scorch marks completely covering the white of the sign. No longer did it welcome those into Cloudsdale. All it served was a deadly reminder of what the princesses were walking into. What they were walking into was a world of pain and loss they haven’t seen since the Darkest Hour, death and fear filling the air alongside the cries of ponies. Their little ponies.

Houses made of pure marble now lay as crumbled fragments along the cloud streets. The inhabitants of these houses, families even, rested on the sidewalks while others walked or flew over them, rather wanting to leave than help the wounded. Two siblings, a colt and filly, sat together with their parents rummaging whatever remained from their destroyed home. The filly pulled apart a bandage, placing it on the hoof of her little brother and kissing it tenderly.

The colt smiled, his sister wiping away the tears on his cheeks. He suddenly gasped, his eyes growing wider once an incredible sight stepped right in front of them. The sister turned to face the street. She gasped.

The presence of the three princesses was felt even in the darkness of the clouds. Pegasi saw their rulers walk through the streets with somber faces and even somber hearts. Some sent scowls their way, shouting at the princesses with questions of pure wrath.

“Your Royal Guard did a heck of a job defending Cloudsdale, huh Celestia?!”

“Where’s the retaliation for all of this, princess?!”

“Go back to Canterlot and do your job!”

Those were just harsh words thrown at them from all angles. Celestia and Luna paid them no heed, for they have felt it numerous times before. Twilight, being so new to it, suddenly realized the sinking feeling in her gut whenever a Pegasus would limp by and spit in her path, or whenever a group of ponies would glare at her from a distance, the message clearly being sent.

Twilight’s friends fared no better. Eyes shot off in every direction to catch every bit of horror, every bit of power the Decepticons had. Rainbow Dash held her jaw tight, teeth clenched and tears falling from her eyes. She still walked on the road ahead, but at least she wouldn’t walk it alone. Her friends were right beside her the entire way.

From the shouts and insults from some ponies, all of that was wiped clean when a new presence presented itself. Once the princesses entered a new area of Cloudsdale, one that was far more damaged since it was closer to the city, the hurting inhabitants began to notice them. 

“Oh my…” Luna muttered.

The streets were slowly being flooded. Pegasi with broken wings hanging limply by their sides and blood splotches across their coats came to the princesses, their eyes in full-fledged panic. They approached the two standing Alicorns, crying at their hooves.

“What have we done to deserve this?” one asked, a white bandage wrapped around his right eye.

“Your highnesses…please…stop the aliens from attacking,” a mare begged, holding onto her crying child with a broken foreleg. 

“Princess Twilight!” a stallion shouted from the crowd, rushing up to stand uncomfortably close to Twilight’s personal bubble. He stared at her with bloodshot eyes, dried streams of blood flowing down his nose. 

He began to speak in uncontrollable gasps. “You know the Autobots… They can stop this from happening again! They can save us like before!” he reached forward and wrapped his hooves around Twilight’s neck, causing the Alicorn to back away from his actions. “Please…tell them to save us!”

Before Twilight could respond, she was pushed forward by Applejack in order to keep up with Celestia and Luna. All Twilight could do was send the stallion a pitiful look.

“They’re coming for Canterlot! They want the country! Prepare yourselves, princesses!” the stallion screamed as the crowd swallowed him whole.

Twilight absorbed the warning more than any of her friends could have. He was just paranoid, frightened after what has befallen Cloudsdale. He was just sputtering gibberish out of fear. Maybe that’s what it was. Maybe not.

The crowd was growing more and more by the second. Celestia and Luna found it increasingly difficult to move five steps forward without being presented by another heart wrenching sight. Perhaps they should’ve taken a few guards with them when they entered Cloudsdale. Then again, why would they? To look formal for giving their respects to those who perished during the attack? No, they needed to walk alone, unprotected, to experience the destruction and pain for themselves. That task succeeded exceptionally well.

“Out of the way!”

The shout came from above, prompting all eyes to turn to the dark skies. Out of the smoke and ash came three blurry figures, each of them sporting lightning colored stripes across their body. The crowd saw them coming and quickly dispersed, allowing the three figures a safe landing right in front of the two Alicorns.

Celestia recognized the first one instantly. She didn’t need to be misguided by the soot covering her uniform to know who the mare was. 

Spitfire pulled down her goggles, revealing two circular outlines of soot surrounding her eyes. The goggles fell to rest around her neck, allowing the mare to look up at the much larger pony standing in front of her. 

“Your highness…welcome to Cloudsdale,” she said, almost completely out of breath.

Fleetfoot scoffed, pushing aside a wounded stallion trying to get up to the princess. “Sorry we couldn’t clean up the place when he heard you were coming for a visit.”

The joke caused nopony to smile, not even Pinkie. Even Rainbow Dash didn’t seem to care that Spitfire herself was standing ten feet in front of her. Spitfire noticed Rainbow Dash hidden behind Celestia and Princess Twilight, staring at the ground sadly. She let loose a sad sigh, looking onwards to hear Princess Celestia speak.

“None of that matters,” Celestia said, looking over to address the captain. She asked, “How does it look inside the city?”

Spitfire shook her head, looking up towards the rising cloud of ash. “Excuse me for my language but uh…it’s a bucking mess down there. Buildings toppled over, cloud factories in flames, and one heck of a crater the size of an Ursa Major in the center of the city. To put it simply…it’s not pretty.”

“We tried to escort as many ponies out as possible,” Soarin’ began to say, ending up in a coughing fit. “But uh…it was practically impossible to fly through the smoke, let alone guide a bunch of wounded ponies out of it.”

Celestia and Luna both closed their eyes, a dark shadow overcoming their hearts. Celestia opened hers first, staring right into Spitfire’s gaze with a worried look. 

“So…there weren’t many survivors?” she asked.

Spitfire thought about it for a second, turning to Soarin’ and Fleetfoot as they continued to keep the crowd back. She was on her own for this one. “Well…we don’t know yet. The amounts of ponies still leaving the city are slim, but they’re still coming,” Spitfire explained, earning a nod from Celestia.

“Also…”

Spitfire’s eyes grew ten times colder, the breeze blowing her wild mane as she looked for the right words. 

“Also,” Fleetfoot said, turning around to face Celestia. Spitfire sighed and turned to Fleetfoot, listening as her fellow Wonderbolt began to explain. “Right after the explosion in the center of Cloudsdale, we were ambushed by a group of Decepticons.”

“Oh my goodness,” Celestia gasped, covering her mouth with a hoof. “What happened?”

“That part kinda confuses us,” Spitfire returned, stepping next to Fleetfoot. She looked over to Soarin’ and whistled. Soarin’ spun his head around, instantly noticing his captain holding out her hoof to him. He nodded, opening his saddlebag with a wing and reaching inside. He brought his head back when he held the device between his jaws. Soarin’ stepped forward and placed the object in Spitfire’s hoof.

Grimacing at the leftover slobber Soarin’ gratefully left on the object, Spitfire turned back to face Celestia, her eyes almost as dark as the cloud of smoke behind her head. The six mares reared forward from behind the two Alicorns, getting a good look at what exactly was resting in Spitfire’s hoof.

The object was a jet-black orb no bigger than an apple. At first it didn’t catch the eye of Twilight or any of her friends, but that’s when Spitfire brought it into whatever light there was in the remains of Cloudsdale. A dark purple Decepticon symbol graced the object, as well as three capital A’s hanging underneath it.

“Instead of killing us, one of ‘em dropped this from its hand right by my hooves,” Spitfire explained, holding the device out more for Princess Twilight to see. “And the only thing the Decepticon said was, ‘For the princesses.’”

Spitfire brought the object back, staring at it with confused eyes. 

“What do ya think it means, your highness?” the captain asked.

Princess Celestia and Princess Luna knew all too well what the object was. The Decepticon symbol clearly meant the attack was from the Decepticons, but the three A’s underneath it only deepened Celestia’s worries. 

AAA.

With a sigh, Princess Celestia enveloped the object with her magic, levitating it out in front of her. Princess Twilight stepped forward right in-between the two taller Alicorns. She stared up at the strange object with enough curiosity to kill many cats. Celestia looked down at the young princess, lowering the device to her.

“Can you hold this for a moment, Princess Twilight?”

“O-oh! Um…yeah, sure,” Twilight muttered, gladly taking the device and holding it between her hooves like a child staring at a big lollipop. It was surprisingly smooth and not so heavy, something that surprised the Alicorn even as she brought it back to show her friends.

Celestia sighed once more, turning to face Spitfire. She gave the captain of the Wonderbolts a little bow.

“Thank you for all that you’ve done, Captain Spitfire. Now, if you’d be so kind…” Princess Celestia said, leaving her sentence to hang in the ashy air. Spitfire understood immediately, turning to face the crowd.

“Alright! Clear the way! Princesses coming through!” she shouted, dispersing the crowd to the sides of the street. Fleetfoot and Soarin’ both took off to the skies, their trail leading back to the city. Spitfire turned to Celestia, nodding once.

“You headin’ to the city, your highness?”

Both Celestia and Luna nodded.

“Alright…follow me,” Spitfire told them, spreading her wings and taking off into the darkness ahead. Her trail could still be visibly seen, causing a gracious smile to spread over Celestia’s mouth.

Luna was the first to break through the crowd. She looked back at her older sister, her eyes betraying all the emotions she felt in her heart. She asked, “We’re heading into that?” Celestia nodded. “For what purpose other than to gain more heartache?” 

Princess Celestia stepped past her sister, her gaze locked with the tower of ash rising to the heavens. “Captain Spitfire mentioned slim groups of ponies still leaving the city,” she turned to face her sister’s stare, piercing it with her own. “I believe our little ponies need their mothers.”

The two sisters walked right into the devastation, a band of six scarred mares trailing behind.





> Chapter 60-A Deal is a Contract
> --------------------------------------------------------------------------



Princess Twilight slowly laid the device on the table as if it was a bomb ready to blow. Of course, it wasn’t. The bomb squad consisting primarily of unicorns already passed it even before they came into the Canterlot War Room. Still, the young Alicorn stared at the orb with great worry.

She wasn’t the only one. Princess Celestia and Princess Luna both entered the War Room side by side, their curious eyes latched onto the black orb in the center of the table. Princess Cadance felt the same way as she stood by her sister-in-law’s side. Admittedly, Shining Armor felt a dark cloud around his heart whenever he stared at the orb.

None of Twilight’s friends were there. The Alicorn only resided with the four leaders of Equestria.

Shining kicked the door behind him shut, taking his place directly in front of Twilight and his beautiful wife. He leaned forward on the table, staring directly into the Decepticon insignia.

“Alright, so what kind of message are the Decepticons trying to give us?” Shining Armor asked, the silence of the room slowly creeping in.

Princess Twilight sighed; reaching forward and resting her hoof on the orb, letting it roll around on the solid oak table. “That’s where I’m confused at, Shining. Throughout the trip all the way from Cloudsdale, my friends and I have been trying to figure out how this thing was a message. Pinkie was even trying to forcefully open it with her jaw.”

A small chuckle escaped both Twilight’s and Cadance’s lips at that point, followed by the saddened expressions falling upon them both. 

“Maybe…the orb itself is a message…with the three A’s and the Decepticon symbol together possibly meaning the partnership between the Alliance and the Decepticons. Maybe it’s just the enemy mocking us at this point, that they can get away with destroying our cities, killing our ponies, and doing whatever they please.”

Twilight closed her eyes, feeling the stares from the leaders of Equestria on her. Her hoof began to tremble, her eyes beginning to water.

“If this is the case…then what more can we do?” Twilight asked, her cracking voice making it all the more difficult to fully understand what she was saying. “They’ve attacked three cities, ended numerous lives of innocent ponies, and this is the message we get from them?! An orb showcasing the Alliance’s contribution to the Decepticon cause?!”

Princess Twilight was breathing rapidly, her last breaths becoming harder to control as whimpers began to escape. After a few moments of silence, Twilight finally sighed and whispered, “What more can we do?”

She could feel a soft hoof being pressed against her own.

The young Alicorn brought up her head and stared into the eyes of her brother’s wife, her old foalsitter. Princess Cadance could only offer the warmest smile ever given, the pressure of her hoof increasing against Twilight’s.

“You’re not in this alone, Twilight,” Cadance began, earning several nods from the others around her. “The burden of protecting Equestria lies not only on your shoulders, but ours as well. Now, we may not know the message is, but we do know that there were over seven hundred survivors under the rubble in Cloudsdale. Thanks to you and your friends we were able to find them in time before…well, I suppose you know.”

Twilight began to smile. Princess Cadance continued. “You showed real leadership out there, Twilight, you and your friends. Equestria may lose hope in Celestia, Luna, and even me…but they can always turn to you in these dire times.”

Princess Twilight opened her mouth to speak, but stopped at the last second. A little light caught her eye. She turned towards the direction of the light, surprised to see it hiding under hers and Cadance’s hoof. The orb. The message…it was glowing.

Well, the Decepticon symbol was.

Twilight’s surprise seemed to be infectious, because soon enough all eyes in the deserted room turned towards the black object resting in front of the young princess. Twilight brought her hoof away from the orb. It was still glowing, but when Cadance removed hers as well that’s when the light died. 

“What the…?” Shining Armor muttered.

Princess Celestia and Princess Luna, with eyes both narrowed leaned in closer towards the orb-like object. Twilight and Cadance looked at each other, both searching for answers. Twilight, still holding the curiosity of a filly like she once was, reached forward to place her hoof on the object once more.

“Twily, I don’t think that’s such a good-”

Her hoof was slowly placed upon the smooth texture of the orb, a sigh escaping her breath as if thanking Celestia that it didn’t explode. 

“…idea,” Shining finished, sitting back into his chair.

The symbol remained dark, just as it did when Twilight first held it back in Cloudsdale. Twilight turned towards the pink Alicorn sitting next to her. “Cadance…do you mind putting your hoof against it?” she asked.

Cadance, though skeptical at first, slowly nodded and lowered her hoof next to Twilight’s on the orb. Just as Twilight expected, the symbol began to glow bright purple again. Princess Twilight’s eyes grew wide.

“A message for the princesses,” Twilight whispered so low that not even Celestia could hear. Speaking of Celestia, she and Luna quickly began to catch on. They rose out of their seats in unison, slowly making their approach to Twilight and Cadance, both Alicorns.

Without a word said, Celestia and Luna both raised their hooves on top of the table, slowly pressing it against the black orb next to Twilight and Cadance. The brightness of the symbol intensified with the touch of all four against its outer shell. Shining Armor ignited his horn, ready to encase the device in a magical covering just in case it decided to blow.

It never did.

It did something nopony was expecting.

It transformed.

Twilight was the only princess that yelped in sheer surprise at the sight. Cadance, Luna, and Celestia merely backed away from the table. The orb broke into five separate pieces, four being legs that allowed the device to stand up and the fifth being the top of the orb simply resting on top of what appeared to be a small barrel. A barrel similar to that of a…

It began to glow.

“Get down!” Shining shouted, creating a powerful spell to blow the device apart if he needed to. But instead of a shot going off to hit one of the princesses, presumably Celestia or Twilight, it shot a stream of blue energy straight at the table. All five watched as the blue streamed morphed into a full-blown image of a special Decepticon in Twilight’s heart, the fear-filled portion of her heart.

“In just a week’s time, we were able to cause far greater damage than we ever could have during the invasion. Not physical damage, physical damage was just a portion of that. The damage created from these attacks goes straight into the beliefs of your little ponies, the trusts that they hold dearly with each of you. Yes, in just a week’s time, we were able to cause them to hate you.”

Twilight Sparkle clenched her jaw, her eyes narrowing on the blue hologram.

“Shockwave,” she hissed.

The hologram of Shockwave continued, his purple eye only glowing bright blue with each word spoken. “Hate…something you’ve never felt before. None of you. You’re all just basking in the light of your subjects, accepting the praise they give you as a sign of their loyalty. And you dare try to call us tyrants.”

“‘Tis a lie,” Luna said, only earning a look from her older sister. Celestia returned her stare onto the hologram rather quickly

“The Decepticons were hated on this world for being the bringers of extinction towards your ponies. We need not for extinction on the equine race, nor on any other races that this planet holds dear. All we seek is redemption, redemption not for our reputation on this world…but redemption for the past mistakes we’ve made on our own. Unfortunately, the only way to achieve this would be to simply ‘borrow’ a large portion of this planet’s energy source. Surely you can agree to this?”

Shining Armor snorted.

“If not, then I’m afraid my preaching to you all will have to end, and the message to begin. So I’ll begin this message with a question: How far are we willing to take this?

“How far can we truly continue our conquest? How far can we go until you finally say ‘Stop’? You have already witnessed our power. We’ve crushed two of your major cities in mere days, and we are not about to ‘stop’ now.”

Luna’s glare intensified with every second, matching perfectly with Twilight’s and Shining Armor’s. Princess Celestia and Princess Cadance were the only ones who appeared tired, worn out, and somewhat spooked by Shockwave’s chilling tone. That didn’t mean that the two princesses didn’t hold some hatred in their hearts.

“However…”

Everypony listened in. The static from the hologram was the only noise heard.

“…if you wish to end this aggression and even retrieve your fallen Prime, all you have to do…is one thing.”

…Optimus? Twilight thought, the hope of seeing Prime again filling her heart with feelings of bliss. Whatever it was Shockwave wanted, he was willing to end the advance on Equestria’s cities and even give up Optimus for it. Whatever it was Shockwave wanted, to the powers of her princess abilities, Twilight was going to get it.

Her blood froze.

“Surrender to us Princess Twilight Sparkle, and in turn we will hand over Optimus Prime, safe and without a scratch. We will be waiting in Vanhoover. You have one day to decide…otherwise we will continue our advance.”

Shockwave turned his head right, as if staring into the eyes of all four princesses at once. Whether or not he knew they would be standing there when he recorded the message or something just caught his eye, Cadance and Twilight both allowed a shiver to crawl up their spine and whisper into ears.

The hologram of Shockwave brought its gaze forward again. The message ended with three words, words that forever reminded Celestia of all that she had done, all the sacrifices she made to protect her country. The three words that were told to her over and over again…

“Choose wisely, princess.”

The hologram cut off, and the black device broke apart with a surprising pop to send pieces of metal across the table. Smoke rose from the destroyed device, and through that smoke Shining Armor could see the fear in his little sister’s eyes. It was clear as day, clear as the opportunity Shockwave has given them. Twilight’s fear was all too noticeable to attract the attention of three princesses that surrounded her.

Princess Twilight sat in her chair, her jaw partially open and her eyes as wide as can be. She stared at the table as if the hologram never disappeared, her mind and body frozen over Shockwave’s words, the opportunity he gave to them, and the threat he clearly laid out. She hardly breathed, her brain still trying to process what exactly she had just heard. Twilight began to shudder.

Shining Armor saw this and slammed his hoof into the table, catching the attention of everypony sitting in front of him, everypony except for Twilight who remained an unmovable statue.

“I’ve stayed back and listened as you all created a defensive strategy to protect Equestrian cities, I’ve watched from the sidelines as my Royal Guard were slaughtered without any hope of escaping these cities and informing us of the attack, but there is no way, no how in Tartarus that I’m letting them get their hands on Twilight!” Shining Armor screamed, the power in his voice causing the table to shake.

“I agree,” Princess Celestia added, turning towards her sister to see her giving a nod of understanding. She faced Shining Armor again and said, “It will only give the enemy more of a reason to feel superior if we give them Twilight.”

“But…what about Equestria?” Princess Cadance asked, earning the stares from both Royal Sisters and her husband. “The Decepticons are going to continue the attacks in cities we know won’t even be protected against their wrath. I don’t want them to have Twilight, but I also don’t want to see more ponies suffer because we weren’t there to save them.” 

Cadance forced the last sentence out of her once the visions of earlier that morning resurfaced past her eyes. She closed her eyes, sighing heavily. Shining stared at her for a while, sighing as well.

“Well…maybe we can send in the Lunar Guard. They can travel far faster than any Royal Guard Pegasus,” he looked up at Luna. “As long as that’s okay with you, your highness.”

Princess Luna nodded.

“Optimus…”

Shining Armor turned towards the sound, the unforgettable sound of his wife on the verge of tears. She looked up at Shining Armor, sending a small glance to the unmoving Twilight Sparkle. She asked, “What about Optimus? They still have him…alive. If we deny them Twilight…then they’re no doubt going to kill him and continue to attack Equestria.”

Twilight gasped for air, still staring at the table and shuddering slightly.

Shining frowned, shaking his head. “They’re not getting Twilight. End of discussion.”

“…No.”

The silence in the room was awful. Too awful. All eyes shifted to the shivering Alicorn sitting quietly in her seat. With eyes once filled with fear, now with anger and determination, Princess Twilight stared at her older brother, slowly narrowing her eyes. She spoke.

“I’m a princess of Equestria…and I can make my own decisions.”

As if the words just failed to form in his mouth, Shining Armor stared at Twilight with eyes begging for an answer, an explanation for her behavior. Princess Celestia, Luna, Cadance, they all locked eyes for a brief moment, bringing them all together to focus on the newest princess. She was right. She can make her own decisions. Be those good…or bad…for the good of Equestria…or for her own self desires, only Celestia will determine it.

Twilight breathed in…and breathed out. Closing her eyes, Twilight played out the scenario in her mind.

Give in, surrender, let them take her, and then what? Her friends…Equestria…they’ll get Optimus back. A true leader will be on their side to fight the Decepticons. Even if they stop their assault, the Decepticons won’t be leaving Equestria, or the world for that matter. They’ll still remain, torturing innocent ponies in Vanhoover. Unless they had Optimus to lead them into battle…they couldn’t win. The choice to give in to the Decepticons will free Optimus…and give them a leader.

However, the choice will also be giving in to the Decepticon tyranny. Shockwave wanted Twilight, which she knew already. For what reason? Why did Shockwave want Twilight? A princess of Equestria at the mercy of the Decepticons perhaps, it would be good propaganda to spread fear amongst the ponies. Or, he could threaten Twilight’s life if he didn’t get what he wanted. Both sounded terrible, but not too hard for Twilight to survive. The death threat was a chance she was willing to take.

What would they gain out of it?

Optimus Prime. 

Maybe it was the mentioning of her friend being released to them in exchange for her own self. Maybe it was the faith she had in Optimus, the faith that kept her going through these terrible times. It was that same faith she had now. Optimus was a leader, and with Drift’s teachings he could be so much more. Optimus may not have his memory, but he had her…and what she gave to him.

Friendship.

That much she knew… That much she could believe in.

Give in, surrender, let them take her.

Give in, surrender, let them take her.

Give in, surrender, let them take you.

When she opened her eyes, there was no fear. No determination. No anger. All Shining Armor saw, all Princess Celestia felt was the absolute lack of emotion in her eyes and in her voice. The words she spoke, the way she said it with dignity and bravery. A true leader had just spoken. A true leader had made a decision.

A tear fell from Twilight’s eye, traveling down her cheek, and even then she kept a straight face.

“Let me say goodbye to my friends.”




	
	

> Chapter 61-Trade Ya
> --------------------------------------------------------------------------



Sometimes…it was just too delicious to be insane. Insanely right. Insanely powerful. It gave thoughts and dreams ponies could only imagine in their wild fantasies. Not anymore. Those dreams became reality. They became truth and wisdom. Power set the goal for changing the world, and nothing was more delicious than that.

Well, maybe the coffee was up there too.

The leader of the Alliance sat on a nearby park bench, the constant squeaks of the swing set in the distance assaulting his ears alongside the pouring rain. Vanhoover, now under his constant leadership, sat in the distance just as dark and gloomy as the park Noctune sat in. Ever since he was crowned leader of the city, Noctune longed just to be away from it all, the power that is.

What? The Mayor of Vanhoover had to be replaced. Dead ponies don’t scrape themselves out of the office.

He wasn’t just sitting in the abandoned park of Vanhoover enjoying the scenery. No, Noctune was waiting for somepony very special to arrive. Just as the message Shockwave had given, nopony was allowed inside the city unless they were affiliated with the Alliance or pledged their allegiance. That’s why Noctune sat on the outskirts of Vanhoover, not a building for miles, and no annoying little fillies and colts to be bugging him. It was just him, his coffee, and his smile.

He took a nice, long sip, savoring the flavor as it slithered down his throat. Noctune smiled in satisfaction, sighing contently. He looked up when something small had caught his eye. His smile kept on growing after that.

The wheels of Celestia’s carriage impacted the wet grass with a slosh and kept on going until it stopped fifty feet away from the park. Snorts of anger erupted from the Pegasi in golden armor pulling said carriage once their eyes locked with the dark brown pony sitting in solitude. The dark brown pony got off from the park bench, carrying his coffee mug in one hoof as he slowly approached the carriage.

Noctune stared smugly at Celestia’s guard. “Evening,” he gestured, taking another swig from his coffee mug. The Pegasi were nearly inches away from tearing the stallion to shreds, but a cold wind blew down and hit the Pegasi full force, causing them all to flinch back and shiver.

“Should’ve brought a coat,” Noctune commented, smiling down at his black jacket covering his body and forelegs. The stallions all glared at him with eyes that could melt steel. 

As much as Noctune wanted to continue mocking Celestia’s joke of a fighting force, the carriage doors opened to reveal the ponies Noctune had been waiting for, plus a few others that he didn’t expect.

It was her. Princess Celestia. Noctune almost chuckled at the way she looked. Tired, worn, sunken, absolutely defeated, that didn’t stop a giggle to escape his muzzle. All silliness aside, behind the solar goddess was the mare of the moon herself, Princess Luna. He hadn’t seen her in a while, but judging from the death stare she sent his way every opportunity she got then they definitely needed some catching up to do. 

Then they came.

Princess Twilight.

Noctune’s smile grew ten times bigger.

With her were the six friends Noctune never imagined to meet in his lifetime. The Elements. There was Rainbow Dash, grinding her teeth as if ready to rip his throat out. Rarity, the beautiful unicorn ready to blast him apart with some crazy unicorn spell. Applejack, the country hick who looked to be thinking about how far she could buck him across the county. Fluttershy, who was no threat. Pinkie Pie, the wacko party pony that appeared to be thinking about some sort of Noctune cupcake recipe when she laid eyes on him. And finally there was Spike, who he only noticed from the stained glass window back at Canterlot.

He was crying.

Baby dragon after all.

Noctune didn’t expect much. If anything he expected more.

With a grateful smile strong enough to wow the crowds of Canterlot, the dark brown stallion approached the group of ponies and one lone dragon. They instantly noticed him. He could hear some of them growl.

Noctune ignored it and said, “Greetings, rulers of Equestria, allow me to thank you all for agreeing to our peaceful terms and-”

He was tackled to the wet grass by a rainbow blur. 

After getting the air knocked out of him, Noctune looked up to be nose to nose with the one and only Rainbow Dash. She pressed her hooves into his shoulders, restraining him to the ground. Noctune smiled. As if that was going to hold him down. He would amuse her a little bit longer.

She glared at him with eyes of pure fire, shouting right in his face, “Peaceful terms my butt! You’re here to take Twilight away from us you no-good, lying, waste of motherbucking-!”

That's what he expected. Noctune smiled.

Rainbow Dash brought her hoof back in an effort to punch him, but was stopped by a purple aura of energy cascading across her body. The struggling Pegasus was lifted from Noctune’s body, good thing too, because Noctune was slowly retracting the dark blade hidden under his coat. 

Noctune looked up from the grass with curious eyes. From a distance he could see that the aura of energy belonged to Twilight, and she settled the enraged Pegasus down onto the wet grass and scolded her as a mother would to a child.

“Rainbow Dash…just…don’t,” Princess Twilight muttered, any hope of life still remaining in her voice completely vanished. 

Noctune sat up, groaning in annoyance when he felt the wetness on his back. “This was my favorite jacket,” he stated, turning his cold stare over to the Pegasus. She gladly responded with a hateful one. 

He continued, observing his wet backside. “You’re lucky we’re not currently in Vanhoover. Ponies who assault their leader are made an example of.”

He sent a smug smile towards Celestia, almost taunting.

“And by example…I mean public beheadings. Thankfully we’ve only had a few of those over the past few days, now those ponies know their place and we won’t have to result to…‘barbaric’ matters.”

Celestia’s and Luna’s eyes were both wide with horror, but slowly narrowed on the stallion slowly standing back up. Princess Celestia fought the urge to send the stallion straight to the moon right then and there, and the urge to hold in the tears didn’t help ease her stress.

Once the urge was almost too much for Celestia to handle, the princess stopped from charging up her horn and stared up to the cloudy skies. Several, unified gasps escaped from the Elements, including Spike. Something dark…something massive…awakened from the heavens.

Twilight knew what it was.

The Nemesis, the flagship of the Decepticon armada hung over their heads like a dark entity constantly haunting them. At first, it was invisible, unseen for miles on end. The next second, the cloak, the same cloak that Twilight witnessed back at the attack in Ponyville erupted from the skies, and out of its terror came the Nemesis. Noctune spun his head around once he noticed all of their eyes focused upwards.

“We’ll be expecting one more guest!” Noctune shouted over the Nemesis’ roaring engines.

That “guest” flew down from the flagship itself. It was small, so small in fact that the ponies had to squint to see it. Twilight, with her emotionless attitude and complete lack of life in her eyes almost felt a spark. A spark to the flame of fear in her heart. 

The ship flew downwards towards them, transforming and revealing it to be Shockwave.

Shockwave skidded to a halt on Noctune’s left, the water being splashed forward and hitting the Pegasi pulling Celestia’s carriage. They all shouted in surprise, glaring up at the titan. Shockwave sent one stare their way, one stare to shut them all up.

His purple eye fell upon all the little ponies that despised his presence. The two princesses, as expected, graced the outskirts of the dark city with their light, their hate-filled eyes never breaking contact with his one.  If only they saw what was inside, the horrors the Decepticons had committed. Shockwave wouldn’t have blamed them to attack him right then.

If they could manage, that is.

Beside the two Alicorns, the five mares Shockwave had seen numerous times before and now fully up close once again. Some glared at him, no fear hidden behind their eyes. Others cowered before him, their tiny bodies shaking in the cold wind. Two others. Two. That’s all it was. The two that actually managed to surprise Shockwave was Twilight Sparkle and Spike.

Spike, a young dragon, clutched onto Twilight’s leg, his innocent eyes staring up at the Decepticon with indifference. Shockwave paid little attention to him. His full attention was captured momentarily.

Twilight Sparkle. Princess Twilight Sparkle. There she stood with no look of hate, fear, or sadness flushing passed her eyes. All she did was stare up at him, her purple eyes staring into his purple eye. She did not cower or back down. That’s what surprised Shockwave.

No fear.

He needed to make sure.

“Have you made a decision?” Shockwave asked, his cold tone cutting the silence of the park they resided in half.

Twilight took in a deep breath, looking back towards her closest friends. They all sent a somber look her way, even Rainbow Dash who managed to calm down for the time being. Twilight looked to the two princesses, no longer for help this time, but for certainty. They both nodded, both on the verge of tears.

She released that breath and turned to face Shockwave.

“Yes…I have,” she bitterly stated. Spike clutched her foreleg even tighter. Twilight turned around to embrace her friends, but she stopped. She stopped because she couldn’t move.

Twilight looked down and saw the most painful sight of that fateful day. 

Spike crying into her foreleg.

“Oh…Spike,” Twilight whimpered, bringing her foreleg up and wrapping the baby dragon in a hug. For unending, painful, and tear-filled minutes the two cried in each other’s embrace, neither wanting to break it. The cries could be heard over the light rain, and it soon spread like a wildfire.

Spike looked up at Twilight, at his friend, his mother. He whispered, “Please, Twilight…please don’t go. Don’t let them take you.”

Twilight shook her head, struggling to hold anymore tears. “I’m sorry, Spike. I’m not doing this out of surrender. I’m doing this so you can get Optimus back. There’s no turning away from this one chance we get.”

Saying that caused more tears to spill out of the dragon’s eyes, forcing him to shut each one tighter than ever. He felt a soft hoof on his cheek. He looked up to see Twilight smiling down at him, her own tears making rivers down her smile. 

“You have to be a big dragon while I’m gone, Spike,” she whispered to him, kissing him on the forehead. “I know you can be brave when you need to. Use that bravery and don’t ever be scared, because you’ll have friends with you wherever you go.” 

Twilight let him go, watching as he played with his claws and looked at the ground miserably. She sighed, giving him one more kiss on the forehead. 

“Be brave…my number one assistant.”

Spike didn’t even look at her anymore. He couldn’t force himself to. With Twilight’s final words of wisdom, being brave meant he couldn’t allow himself to show fear, to show tears. He would honor it, to the fullest extent of his dragon code he would honor Twilight’s final wish.

Princess Twilight walked over to each of her friends. Her friends, the ponies that were there for her since the beginning, and now together once more for the end. Pinkie Pie, her mane halfway deflated and eyes as sad as a crying child’s. Rarity and Applejack, both of them with eyes chock-full of tears ready to blow. Rainbow Dash and Fluttershy, the two Pegasi who stared at Twilight with mixed emotions. Some of confusion, some of anger, and some of pain. She couldn’t take it. Twilight rushed forward and gave them all a hug. 

That’s when the real crying started.

“You’ve been with me since the day I first came to Ponyville, you’ve fought by my side against Discord and Sombra and all the evils that tried to take Equestria, you’ve all been with me through the good times and bad, and now…” she broke the hug and gave each one of them an individual stare, one of determination, “…now I need you all to go on without me.”

“Twilight…” Applejack breathed.

“You need to be the leaders after I’m gone. You need to help Optimus learn why he’s the Autobot leader so he can unite us all once again. You need…”

Twilight’s jaw tightened, even more tears boiling in her eyes.

“You need to save the world.”

“Oh, Twilight!” Fluttershy cried, leaping forward and wrapping her hooves around Twilight’s neck. The rest joined in, crying together and being there for one another in the biggest hardship of their lives, a hardship they would not be facing alone.

After so much longer, Twilight broke apart the hug, noticing the tears of all her friends. Rainbow Dash included, the iron pony herself. She gave them all one last smile before moving on.

She stopped. 

Twilight faced the two much older, much wiser, much more powerful Alicorns. She never felt so small against the stare of Princess Celestia and Princess Luna. Whether those stares were for good intensions or for bad, Twilight truly didn’t know. All she really saw, all she really cared about, was seeing Celestia. Her teacher.

The Princess of Friendship waited no longer to hug her, Princess Luna included.

A pair of hooves was wrapped around Twilight’s back. Twilight could’ve sworn she heard whimpers coming from Celestia, maybe even Luna, as they hugged her back. 

“I pray you the best of luck, my brave, little pony,” Princess Celestia whispered, nuzzling the top of Twilight’s head. “Know that whatever decision you make…Princess Luna and I…we will support you through it all.”

“Try and kill Noctune whenever you have the chance,” Luna whispered into Twilight’s ear, earning a glare from Celestia and sad chuckle from Twilight. Sadly, the hug had to end all too soon, and Twilight stood in front of them, eyes broken and heart shattered. But her posture never faltered. 

She stood straight up and bowed.

“Goodbye…my fellow princesses,” Twilight said. Celestia and Luna both bowed in unison. When they brought their heads back up, she was already gone, headed for Noctune and Shockwave.

Noctune, basically staring off into space at that point, brought his attention back onto the Alicorn making her way to him. He was glad all the sappy junk was over; it only delayed the fun part of the plan. The plan that they needed…her for. That’s why he smiled when she stepped forward, Twilight’s glare locked on to Noctune and Shockwave.

Noctune looked up to Shockwave.

Shockwave looked down to Twilight.

He looked over to Celestia. He nodded.

With one finger, Shockwave pressed a button on his wrist, instantly causing a great commotion to erupt from the Nemesis above everybody’s head. They all looked up, Twilight included, to see a single tow cable drop down and release a massive object ten feet above the ground. It roared in pain when it touched the earth.

It roared in pain.

“Optimus!” all five mares screamed, rushing or flying over to their injured friend. They checked his wounds, caressed his face and whispered words of comfort to him, mostly Fluttershy. Noticing that the large hole in his chest was repaired just as it once was, Fluttershy sent a shocked stare over to the Decepticon.

“Safe and without a scratch, as promised,” Shockwave stated loudly, turning his attention over to the small Alicorn at his feet. He reached down and plucked her gently off the earth like a delicate flower. He and Noctune both chuckled when she yelped in surprise, clearly not expecting the advance.

Once he picked her up, Shockwave could see that faintest bit of worry flash through her eyes. Shockwave chuckled at that, tightening his grip around her tiny body only slightly.

“Were it so easy?” he asked. Twilight did not answer. She shivered against his cold skin and the rain pelting her coat.

“Perhaps…a new accommodation to suit your needs instead of that eyesore of a castle?” Shockwave asked, turning back to show Twilight the place she’ll be staying for a long, long time. Her ears fell, her heart dropped, she gasped the tiniest of gasps.

The Nemesis touched down on Equestrian soil, the underbelly opening up to reveal a doorway inside of its darkness. Without a word, Shockwave stomped through the wet grass, closer and closer towards the Nemesis with Twilight shaking in his fist. 

All Spike could do was stare as they took her away. The liquid on his cheeks was not from the rain.

He didn’t want to leave just yet. No, Noctune watched the five mares try and get Optimus Prime to his feet and fail horribly, nearly crushing the pink one in the process. He brought his attention over to the two princesses, the princesses he swore to slaughter one day to the whole world. They glared at him with more hatred then they ever had for anyone, let alone a pony.

He was not their little pony anymore. All three of them knew that.

And they were all perfectly fine with that.

Noctune said no words, because words were not needed for the damage he has already caused. He gave the princesses one last thing before he turned around and left. A smile. A lone, haunting, killer’s smile. 

He spun around and followed Shockwave inside the Nemesis.

All according to plan. Noctune thought as he left the ponies shivering in the rain. 

All according to plan.





	

> Chapter 62-Solitude
> --------------------------------------------------------------------------



Optimus Prime shoved Discord away from his face.

“I have no need for your welcoming celebration, Discord. Leave me be,” Optimus muttered, trudging his way into Ponyville with a dead limp to go with it.

The confused draconequus continued staring at the back of the last Prime. He strayed down the road heading straight for Princess Twilight’s castle, completely ignoring the ponies gawking in awe and surprise to his sides. 

“Great,” Discord mumbled, dropping his party hat on the ground. He lowered himself down to the earth, his crooked eyes turning to the large piles of party supplies. Signs and decorations of all shapes and sizes littered the grounds of Ponyville, each one with writing welcoming Optimus back home. They all had crude drawings one would expect out of a school filly and not the master of chaos.

Discord turned back to Optimus’ disappearing form, pointing to his party supplies and shouting, “What am I supposed to do with all of this now?!”

“Jus’ make it disappear. We know ya can,” a southern voice drawled from behind. Discord spun his neck completely around like an owl would and witnessed the most depressing sight he’d seen all day.

His friends, all five ponies and one baby dragon all pushing their way into Ponyville, their heads low and whimpers loud. Discord noticed Fluttershy clinging onto Rainbow Dash for support, the poor Pegasus to heartbroken to even walk by herself. Only with the help of a friend could she truly be supported, lifted up.

Discord brought his gaze upward, spotting Celestia’s chariot taking to the skies.

He shook his head, staring down at the five ponies walking passed him. He slithered next to Applejack’s ear, asking, “So I can assume that Twilight went through with it after all?” 

Applejack just sighed and nodded bitterly.

“Yup,” was her response.

In silence, the five mares walked down the dirt path towards Twilight’s castle, the location Optimus Prime was standing alone. Spike rested on Rarity’s back, his tired eyes too weak to even give Discord a glance as they walked by. 

Discord narrowed his eyes, allowing a pair of binoculars to appear in his talons. He stared through the eyepieces, slowly smiling when he witnessed the Autobot approaching Optimus.

“This ought to be good,” he chuckled, snapping his fingers and appearing on said Autobot’s shoulder in less than a second.

A collection of surprised gasps erupted from the ragtag bunch of Autobots huddled around Twilight’s empty castle. The only Autobots that didn’t gasp were surprisingly Optimus Prime and Drift, possibly because they were too busy staring at each other.

Discord snacked on a bowl of popcorn while sitting on Drift’s shoulder. He and the Autobot continued to stare forward, both of them waiting for something to happen. Only it wouldn’t. Nothing would happen. His leader, Optimus Prime, was standing right in front of him and he had now gone completely blank.

Optimus narrowed his optics.

Not a good first impression.

Drift looked down to see the other five ponies huddle underneath Prime’s feet, their stares towards him filled with mixed emotions. Sadness, grief, distrust. Drift disliked all of those feelings sent his way, just like he disliked the silence building between him and his true master.

He needed to act. Twilight put a lot of faith in him before she left.

"You need to help Optimus learn how to fight like a true warrior when I’m gone. Just as you’ve trained the other Autobots, I want you to train Prime. We’re going to need a leader when the inevitable fight comes, and Optimus is that leader. Can I trust you with this, Drift?"

…Yes, Twilight. You can.

“…You can,” Drift muttered, shaking his head when he noticed the odd looks he received from the last Prime. Shaking those thoughts aside, Drift approached Optimus with a hand stretched outwards.

“Greetings, Optimus Prime, my name is Drift and I’m here to assist you with-”

Optimus shoved right by him without another glance.

Drift continued to stare at Prime’s back, his jaw dropped and emotions running wild. He was finally broken from his stupor when Discord stretched his neck all the way in front of Drift’s golden-plated face, smiling big.

“You’re doin’ great out there, sport! Keep it up,” Discord whispered, giving Drift two big thumbs up. Drift shook his head and ran forward, leaving Discord hanging in midair. 

“Optimus Prime! Sensei! I wish to speak with you about the changing tides of fear and war approaching this world! Only you can lead us into this darkness with the light…only you can free this world with your leadership!” Drift shouted, catching up to Prime and placing his palm on his large shoulder.

Optimus spun around instantly, frightening the ponies behind Drift. Even Drift took a step back.

He glared at the strange new Autobot, shaking his head. 

“I am no leader,” Optimus growled in a tone never heard from before. “Leave me alone.”

“Does that mean I can be leader now?”

All angry eyes turned to face Cliffjumper, the tiny Autobot slowly sinking to the ground with the deadly glares he was getting. He slowly lowered his hand, chuckling nervously.

“Right…just shut up…and stay back. Got it,” Cliffjumper muttered, taking his place behind Ironhide to remain silent. 

Optimus shook his head once more, turning to face Drift as the Autobot began to speak again.

“You are Optimus Prime, the leader of the Autobots,” Drift said, pointing his finger towards Prime’s glowing red symbol that graced his shoulder. He then pointed that same finger towards his chest, his own symbol dark with a wicked gash straight across it.

“The sole reason I joined the Autobots was to be under the command of the protector of peace throughout the galaxy, not to be enslaved by a war-mongering beast from the pits of Kaon. You are the light Autobots look for in the darkness, you are their leader. Twilight wanted me to-”

“Twilight is gone because of me!” Optimus interrupted, taking a step closer to Drift.

“Twilight is gone because she wanted the best for Equestria!” Drift retorted, stepping closer to Prime, not backing down. “Her faith in you was far stronger than anypony’s faith I’ve seen on this planet! She believes in you, Optimus, she believes you can be taught…as your fellow Autobots have.”

It was Optimus’ turn to be taken aback. He turned towards the Autobots behind him, noticing their nodding heads.

“I’ve taught them many things, sensei,” Drift said, causing Prime to face him again. “I’ve taught them how to properly fight, how to transform, how to reveal their weapons, and all the knowledge I was granted from Alpha Trion. We are brothers, us Autobots, and we must share our knowledge with one another in order to truly stand as one.”

Optimus Prime was stunned for a brief moment. He turned his head around once again, surprised to see Ironhide holding a massive Scrapmaker heavy machine gun in his right arm. Cliffjumper’s and Jazz’s engines roared to life with Bumblebee punching the air behind them. Jetfire stepped forward, relaxing the assault rifle on his right shoulder.

“We’re ready for war, Optimus,” Jetfire stated. “Drift taught us many things…things that will no doubt save our lives for the fight coming. Let him help you. Let him help you lead us.”

For many times before, Optimus was stuck. This was no different. The guilt he felt inside, the guilt he felt when he saw Twilight be taken away from her friends…because of him. She gave up herself for him, a worthless waste of scrap metal with no purpose in life, no purpose that he could find.

He sighed, turning to face Drift. He could see the five mares staring up at him, tears in some of their eyes.

“Drift…you are a far more qualified leader than I can ever become,” he sadly told him. Drift reached his hand forward to protest, but Optimus interrupted him quickly. “You have trained my...these Autobots faster than I could even remember their names. I am no leader, Drift. I’m not the best for Equestria. I’m not what they need in a leader. Twilight surrendered herself for a cause that has no hope in winning.”

“I can’t believe what I’m hearing.”

Optimus looked slightly upwards, as did Drift. There was Discord lying on Drift’s head, his expression as shocked as the five mares below them all. Discord huffed, disappearing and reappearing in Prime’s face.

Discord crossed his jagged arms over one another, one eyebrow of his rising to unnatural levels only a creature of chaos could achieve. He said, “Twilight Sparkle cried over your dead body after I killed you back in Canterlot…sorry about that…and she also laid everything on the line just so your freedom could be granted.”

Discord chuckled a bit, having a copy of “Storming Ships for Dunces” appear out of thin air. He flipped through the pages, stopping on one particular page and said, “I for one suggested an all-out assault on the Decepticon flagship for a rescue mission. Twilight, of course, denied any of my help, telling me that she needed to do it alone. Alone! Can you believe that?!”

He cleared his throat, having the book disappear. “But I’m getting way off track here. The point is that Twilight didn’t want me to help because she feared that if we attacked then they’ll kill thousands of ponies and even Optimus in the process and blah, blah, blah. But the main reason, the MAIN reason she denied my help…was because she wanted me to stay here and help in the war effort. Apparently I’m a big deal around here.”

Discord sat back in a floating throne, a smaller pair of floating sunglasses to fly over and rest on his eyes. 

“Twilight Sparkle believes in you, Optimus. She believes that you can lead us to victory against the Decepticons, and maybe…just maybe…with Drift’s and my own assistance that can be achieved,” Discord finished, sighing under his breath. “I guess we all kinda believed in you too…but after what I’ve heard come out of your…‘mouth’…I don’t really know anymore.”

Optimus clenched his fists, his optics shut tight. He tried to hold in the pain and trust their words, their beliefs in him, but it was much harder than he thought. The guilt was too strong. The look of fear on Twilight’s face as Shockwave took her away. Gosh…it was all too hard to believe that she wasn’t afraid to give herself up for him, that she wasn’t afraid to…die.

He opened his eyes and looked down. Fluttershy cried into Rainbow’s shoulder, the Pegasus softly patting her friend’s head and holding her close. Spike…the baby dragon staring up at him…as if waiting for an answer…an order.

They needed a leader.

“A leader…” Optimus began, capturing everybody’s attention, “a leader would not be captured and put his friends’ lives in danger, as well as the lives of this world.” 

“What do you mean?” Pinkie asked from the ground.

Optimus turned to stare at the ponies, his optics narrowing. “When I was held captive in the Decepticon warship, I witnessed them creating acts of terror beyond this world’s comprehension. Thanks to the final component they’ve stolen from me, Shockwave will be able to finish his weapon of mass destruction and annihilate this planet’s race.”

Prime waited for the collective gasps from the Autobots and ponies to settle before continuing.

He clenched his fists hard, harder than he’s ever done before. Prime muttered, “I know you all mean well, but the faith you hold in me, the faith Twilight held in me, is something I cannot offer. I have no destiny, no purpose. What could I possibly offer you all than more pain and suffering?”

For so long, no one answered. Even Drift couldn’t find the words to reply to Prime’s plea. It was all too much, and Optimus began to slowly close his eyes, his shoulders sagging.

“Hope?”

All eyes turned to Fluttershy.

Optimus stared at her, bewildered.

She stared at him, through the teary eyes and all.

Optimus Prime sighed, his shoulders sagging even further. He turned around, facing Twilight’s castle with blue optics completely devoid of any life. 

“There is no hope,” he said.

He walked down the path, the path of broken houses and broken families, leaving all the Autobots, ponies, and one draconequus standing in the middle of town. Each of their heads slowly began to fall, Drift’s included, knowing that Twilight’s final wish wasn’t going to be given. Their leader, Drift’s sensei, had lost hope.

Rarity felt a lack of weight on her back. She spun her head around and gasped to see Spike’s imprint but no Spike to be seen.

“Optimus!”

The five mares all faced forward, even Fluttershy having recently stopped crying, to witness the baby dragon running for the retreating Prime, his tiny legs barely getting him any yards before he face planted in the dirt.

Applejack and Rarity both sighed. 

“Ah’ll go get ‘im,” Applejack muttered, slowly trotting down the road with Rarity on her tail. The other ponies followed, having reaching Spike in less than ten seconds. Even Rainbow Dash was keeping count.

“Come on, Spike, get up,” Applejack said, poking the baby dragon in the ribs. However, he refused to budge, mumbling something incoherent. Applejack frowned, reaching both of her hooves forward and flipping Spike around.

“None of us are in the mood, Spike! So get up an’-!”

Spike burped a green flame right in Applejack’s face, the letter smacking her muzzle.

“Oh! A letter!” Pinkie pointed out, tapping it once with her curious hoof. Applejack coughed pure smoke and rubbed her muzzle, sighing as she did so.

“What’s it say?” the farmpony asked, her voice giving the thought that she was far too disinterested to care. Rarity levitated the scroll out of the dirt and unraveled it. Clearing her throat for much longer than she needed to, Rarity began to read it out to her friends.

“‘Dear Spike, tell Twilight’s friends and the Autobots to get to Canterlot as quickly as possible for an important meeting. I have just received word that Appleloosa has been…’”

Rarity dropped the letter, her eyes wider than anypony’s ever seen.

Rainbow Dash frowned, shoving her hoof into Rarity’s side none too gently. “Well,” she shouted, “what does the rest say?!”

“Appleloosa…” Rarity muttered, her lower lip quivering and her eyes beginning to water. She turned to Applejack, her friend’s eyes filled with concern and worry. “Appleloosa…has been attacked…by the Decepticons.”

Optimus Prime slowly turned around.

That was it.

Applejack cursed loudly, ripping off her hat and slamming it into the dirt.

“Consarnit! Ah knew we shouldn’t have trusted those awful, connivin’ Decepticons ta keep a promise! Now they have Twilight, an’ they’re still goin’ out an’ killin’ folk! Jus’…jus’…DAMMIT!” she screamed and cried, slamming her hoof into the dirt repeatedly.

She wasn’t the only one. Rainbow Dash screamed in anger, stomping her front hooves in the dirt while Fluttershy watched on in fear. Rarity was simply speechless, her head slowly shaking side to side as if she still couldn’t believe what she just read. Pinkie sat on her rump and cried, large rivers of tears pouring from her eyes.

Spike quickly got up to his feet. He snatched up the letter and held it outwards, shouting loud enough for everypony to hear. 

“You all heard what Princess Celestia said! She wants every one of us in Canterlot as quickly as possible!” Spike announced, turning to face the quivering unicorn. “Rarity, what time does the next train leave for Canterlot?”

Rarity shook her head, staring off towards the large clock in Ponyville’s distance. She squinted and said, “In about…ten minutes!”

“Then we haven’t much time,” Drift said loudly, frightening everypony as he appeared from behind them. Spike stared up in wonder as the other Autobots all came together by Drift’s side. Two loud crashes came from behind, prompting Spike and the five mares to spin around and see Optimus Prime tower over them.

Spike fumbled over his words as Prime’s shadow covered his body. “But…but I thought that you…tha-that you didn’t want to hel-”

“I may not be the leader you all deserve,” Optimus interrupted, “but I will not allow the Decepticons to harm anymore innocent ponies. Death will be waiting for me at the end of all this madness soon enough, and I don’t want to die knowing I could’ve saved one more life. We need to get to Canterlot at once to learn how to stop this aggression from progressing any further into Equestria.”

The grateful looks of the mares and dragon were cut short from Ironhide’s cry.

“Then what are we all doing just standing here? Let’s get to the train already!” Ironhide shouted, motioning everyone forward.

Instantly, each Autobot ran forward, leaping over the ponies and rushing for the train station. Cliffjumper, Jazz, Bumblebee, and Ironhide all transformed into their vehicle forms, revving down the dirt path and creating quite the show for the cheering ponies outside their homes. Jetfire flew over everypony’s heads, his destination trailing the four Autobots ahead of him.

Optimus and Drift both looked at each other.

They both nodded and ran.

“Come on, girls,” Rainbow Dash shouted, flaring her wings outwards. “We got a world to save!”

Rainbow Dash led the way, followed by Pinkie Pie, Fluttershy, Rarity, and Spike. Applejack was momentarily by Rainbow Dash’s side but stopped, letting her friends take the lead. The farmpony looked back, noticing the draconequus still hadn’t moved out of his floating throne.

She whistled and said, “Hey! Discord!”

“You rang?”

Applejack yelped in surprise, spinning around to see the creature of chaos smiling ear to ear, his crooked eyes staring into her emerald. 

Composing herself, Applejack pointed to the town of Ponyville, her hoof stuck outwards in front of Discord’s nose. She said, “Ya see Ponyville right here?”

Discord nodded, his eyes now curious.

“Ah want you ta get everypony out o’ here an’ ta somewhere safe in case of a Decepticon attack. Can Ah trust ya with that, Discord?”

The delighted draconequus smiled wide and gave a raspberry with his tongue, sending spit into Applejack’s face. She grimaced, her glare only intensifying on Discord as he continued to do it.

Finally, he stopped and said, “Is that even a question? Of course I can get everypony to safety! Why, I already have the most delightful places in mind!” He began to count them off on his fingers. 

“The Everfree Forest, the Badlands, Froggy Bottom Bog, the Frozen North, Ghastly Gorge…” he was saying, only stopping when he noticed the heated stare he received from the orange mare. He chuckled nervously, saying, “I’m kidding! I’m kidding! Yes, I’ll get everypony somewhere safe.”

“Good,” Applejack muttered, spinning around to catch up to her friends.

“Oh…and Applejack?”

She stopped and turned around only slightly.

Discord smiled at her, a sincere smile, a smile that was usually never gracing Discord’s face. What he said next almost surprised Applejack.

“Good luck…and I really hope you get to Optimus. He needs us more than we need him.”

Discord vaporized into the blowing winds, leaving behind a shocked pony. Applejack breathed in and out, turning to face the train station and the upcoming storm clouds headed for Canterlot. She could’ve sworn she’d seen something glowing in that cloud.






> Chapter 63-The Fall of Canterlot
> --------------------------------------------------------------------------



Disbelief. The one word the two sisters could feel at the same time.

In a world of magical creatures, magical charms, powerful beasts from the darkest remnants of Tartarus, both Princess Celestia and Princess Luna hardly found anything they didn’t believe in that seemed to be folklore. In Equestria, on Equis, almost anything was possible.

So why now? Why was it so hard to believe?

They were lied to.

Betrayed.

Attacked.

Disbelief. The one word the two sisters could feel at the same time.

The two sat in the throne room of Canterlot Castle, watching as the dark clouds of war slowly fell upon the land. Celestia’s sunlight was blocked, not even her power strong enough to pierce the darkness. Luna could do nothing but watch alongside her older sister and stare out the window, stare out into the war.

Appleloosa was gone, wiped off the map. A town of such small size, it wasn’t even a challenge for the Decepticons. With their immense power, their immense evil, they attacked yet again and broke their promise. Lives, uncountable lives were lost. It was happening all over again. 

Celestia knew of this. Luna knew of this. They would not stay hidden this time. Under their order, all Royal Guard were forced to return back to Canterlot for the defensive. The Royal Guard commanders denied such an action, saying that the other Equestrian cities needed protection.

But it was a feeling, a dark feeling the two both felt staring into the eyes of their Royal Guard commander. First it was Vanhoover, then Las Pegasus, Cloudsdale, Appleloosa…and the nearest settlement after that.

Ponyville. Canterlot.

They needed Twilight’s friends out of Ponyville. They needed the Autobots to be safe. They needed their guard back home, because they were right.

Something glowed inside of the cloud, something…purple.

They were coming.

Just then, the twin doors burst open, and galloping inside came a guard completely out of breath. He removed his helmet, sweat dripping down his face as if he had just run ten miles without quitting. 

Celestia and Luna turned to face the guard, their eyes still wide.

He took in a few breaths to collect himself, and then explained quickly. “Your highnesses…I regret to inform you that our watchtower has located the Decepticon warship several miles out of Canterlot’s airspace. Following it were several hundred Alliance airships. They’ll be here in an estimated twenty minutes at best!”

The Alicorns continued to stare at him blankly.

The guard continued. “As of your order to regroup the Royal Guard…well…most of the guards are still placed in surrounding cities across the country. They won’t be able to make it in time before the Decepticons enter the city. For the defensive all we’ll have will be groups seventeen through twenty-five, but even then it won’t be enough to protect all of Canterlot! Commander Silver Wing is on the frontlines awaiting your orders…”

His mane stuck to his forehead, completely damp. The guard gulped down no saliva, for his mouth was too dry. He asked, “Which would be what, your highnesses?”

The two sisters turned to stare at one another, their eyes filled with mixtures of worry, pain, and suffering. Both held the same feelings towards one another, the same emotions, the same choices. Celestia was the first to stand, followed by her little sister. Together, in harmony, they faced the guard standing before them.

None could betray the emotions they felt inside.

Celestia forced herself to.

“Continue the evacuation of the city. Prepare whatever guard we have remaining, be them Lunar or Royal. We will fight together, we will unite as one, and we will defend Canterlot,” Celestia exclaimed. The guard saluted, bolting out the door.







Nopony paid any heed to the Elements of Harmony stepping off the train. In fact, ponies rushed by the five Elements, even knocking Fluttershy on her back and nearly trampling her.

Luckily, she was picked up by Rainbow Dash and flown over to a safe location on the side of train. The rest of Rainbow’s friends arrived by their sides to watch as ponies nearly killed each other to board the train. 

“Holy horse apples! These fancy-shmancy ponies are actin’ up like a herd of cattle! What do ya think spooked ‘em all?” Applejack drawled, turning her head to her friends for an answer.

They didn’t even need to open their mouths, for when the Autobots all transformed and hopped over the train, the citizens of Canterlot screamed in fear. The six Autobots looked around, lifting up their feet so ponies didn’t run into them. Even then they screamed, rushing to board the train faster.

Optimus Prime broke the chains that held him down from the back of the train, and he was just as surprised as everybody else to witness the train station and the scene that graced it.

Just as the five ponies and baby dragon arrived in Canterlot, Autobots by their side the entire way, it was total and complete pandemonium. 

Ponies were fleeing from their houses and boarding the train right then, others flew out of the city by air balloon or if they were Pegasi. Families filled their carriages to the brim with clothes, items of rarity, supplies, or food. It was a traffic jam in the streets, ponies screaming at one another to hurry up while carriages continued to bump into each other.

The five mares had no idea what was happening, nor did the Autobots or the baby dragon that followed right behind them. However, once Applejack told them all to stop, all of their eyes landed on the rows and rows of Royal Guard marching down the street ahead of them.

Many of them were forcing ponies out of their homes.

One of them pressed his strong hoof on Applejack’s chest.

“Element of Honesty, by the order of the Royal Sisters we need to inform you that Canterlot is being evacuated!” he shouted. The mares behind Applejack cringed, but the guard didn’t care. He needed to shout. He needed to shout because it was already so loud from the terrified cries of Canterlot’s civilians.

The guard looked up, quickly taking notice of the seven giants standing behind them. He nodded, licking his dry lips. “Alright, the Autobots are here,” he said, staring into Applejack’s eyes once again. “I can take you all to the princesses! They want to meet with you!”

Applejack opened her mouth to speak, but Rainbow Dash beat her to the punch.

“Well, what are we waiting for?! The end of the world won’t wait forever!” she exclaimed from her position slightly above her friends.

The guard straightened up, gripping his spear.

“Right… Follow me!” he shouted starting off to a slow trot through the crowded streets of Canterlot. The five mares followed right behind him, the baby dragon continuing to hold onto Rarity’s hoof for guidance, for protection.

Spike looked up. On the rooftops he saw Royal Guard preparing crossbows, cannons, and ballista, all magically tampered so that they’re projectiles were explosive based. The dragon continued to scan around. It was on every rooftop, every street, ever inch and corner. Canterlot wasn’t just being evacuated…it was being prepped for war.

“I’m not feeling easy with those cannons pointed towards the sky. It makes me feel like something’s gonna attack from above,” a voice stated, a bit shaky. 

Spike spun his head around, noticing quickly that the voice came from Cliffjumper, the red Autobot practically cowering as they traversed through the streets.

Ironhide shook his head, groaning. “Just be grateful some cannons aren’t being pointed at us for a change!” he pointed out, his hand motioning towards himself.

Cliffjumper felt a chill run across his servos as he continuously eyed the skies. “I don’t trust anything that floats five feet above the ground,” he stated, remembering the jet that blew him halfway across Ponyville. “It isn’t natural to be floating, or flying for that matter. It’s much safer on the ground. Anything that flies is just completely unnatural.”

“Ahem!”

Cliffjumper brought his gaze away from the dark clouds and onto the rainbow-colored pony staring at him with narrowed eyes. Her expression was bemused, her eyes were accusing, and her wings kept her much higher than five feet above ground. Jetfire and Drift joined Rainbow’s accusing stare, along with the silent Fluttershy who remained on the earth.

Those five stopped in their tracks. Cliffjumper’s optics grew wide, his hands raised in defense.

“Whoa, whoa, whoa! Okay…um…wow, I-I didn’t mean it like that! Okay…?” he managed to spill out, the stares he received only increasing. “Hehe… W-what I really meant to say was anything that floats above ground is completely natural and not weird at all and totally doesn’t freak me out!”

Rainbow Dash rolled her eyes, blowing a strand of her mane away from her vision. “Yeah…sure,” she grumbled, flying low to catch up to her friends. Both Drift and Jetfire merely looked at each, shaking their heads in unison.

“Oh, come on! I swear I didn’t mean it like that! Come on, guys!” Cliffjumper yelled, running to catch up. He spotted Ironhide’s backside. “Ironhide, buddy, you can back me up on this one, right? I’m totally not prejudice to flying people…they just creep me out is all!”

Ironhide stuck out his arm, Cliffjumper perfectly ramming his forehead into it and landing flat on his back. 

“Shut it, kid!” Ironhide hissed, reaching down and bringing Cliffjumper to his feet. He pointed passed the other Autobots and onto the road ahead of them. “It’s them,” he muttered quietly.

Cliffjumper followed his finger. He saw them.

Princess Celestia and Princess Luna.

They were standing together in front of Canterlot Castle, giving orders to several high ranking guards that surrounded them like piranhas to a fresh batch of meat. Applejack watched as the guard that led them to the princesses bowed politely and galloped away to join his fellow guard in their march throughout Canterlot. That left a clear shot straight to the princesses.

“Princess Celestia! Princess Luna!” Rainbow Dash shouted, flying right over her friends to get to the two Alicorns. Rarity and Applejack both rolled their eyes, but followed her rainbow trail nonetheless. As they followed Rainbow Dash, so did the rest of mares, followed by Spike and the Autobots.

Their giant footsteps practically caused an earthquake in Equestria’s capital.

Celestia and Luna both turned to see the seven gentle giants approach their position. But they weren’t the first. Rainbow Dash, one of Twilight’s closest friends, arrived by the hooves of Princess Celestia, bowing so low that her nose touched gravel. The rest of Twilight’s friends arrived right behind her, bowing just the same.

Neither Prime, nor any others bowed. Well, except for Drift.

“We got your letter and came here as fast we could,” Rainbow Dash spoke, her voice scratchy. She stood up, her eyes looking down to the side. “Well…as fast as we all could.”

Both Celestia and Luna acknowledged the presence of all who had arrived. The remaining Elements; Rainbow Dash, Applejack, Rarity, Pinkie Pie, and Fluttershy were all accounted for. The Autobots included Optimus Prime, Bumblebee, Jazz, Ironhide, Jetfire, Cliffjumper, and the newest member Drift. Finally, there was Spike. Yes, all accounted for. All safe.

“I want to thank you all for receiving our letter and completing what we have asked of you,” Celestia began, hiding the terrified whimpers in her voice. 

Luna nudged her gently, saying, “Not enough time, sister.”

Celestia nodded, her eyes shifting to all that stood in front of her. “I’ll make this short. As you all might have heard the Decepticons have attacked and destroyed Appleloosa, thus destroying the promise they made with us. The reason I’ve called you all to Canterlot was because of the Decepticon advance, we didn’t know if they were going to strike down Ponyville or Canterlot first.”

“Don’t you worry none, yer highness,” Applejack exclaimed, taking off her hat. “Ah had Discord escort everypony out o’ Ponyville just in case.”

Both princesses let loose a heavy sigh of relief, smiling in satisfactory.

“Then Ponyville’s lives will be safe, which gives us all the assurance we need to focus more on defending Canterlot and evacuating the civilians,” Luna explained, earning a nod from Celestia.

Two large footsteps erupted from behind, forcing all heads to turn towards the seven giants. Optimus held his position in front, his fists clenching as he stared down at the ruler of Equestria. He asked, “What can we do to help?”

Celestia spread out her right wing. Everyone turned to see the Royal Guard preparing all sorts of weapons to be stationed on rooftops and balconies. “As of now we have the Royal Guard preparing the defenses when the Decepticons and the Alliance arrive. You can all assist in the defense, it will be greatly appreciated.”

Ironhide chuckled, activating his X18 Scrapmaker that covered his entire right arm. He growled, “Finally, I’ve been itchin’ to try this thing out on some Decepticon punks.”

All heads turned back to Celestia. She spread out her left wing towards the direction of several ponies being directed towards the train station by whatever Royal Guard there were. 

“Or you can help Canterlot’s civilians make it out of the city,” Celestia finished, turning her grateful eyes towards the Autobots. Most had their weapons out, ready to fight. All but one. She sighed contently at Optimus Prime, a smile finally returning to her lips.

“I need to thank you all for helping us in this time, especially you, Optimus,” the princess said, closing both of her wings. Optimus Prime nodded, letting her continue. “Princess Twilight…she believed that you could lead us all to victory with her sacrifice. She believed that you were the leader this world needed to look up to in these dark times. And as always…she was right.”

Optimus couldn’t bear to look into her eyes, and he looked away, ashamed.

He felt a soft hand rest on his shoulder, and Prime turned his head back to see Drift smiling softly at him. Optimus reached back and placed his hand onto Drift’s.

Optimus Prime sighed, facing Celestia. He needed to tell her, tell her the truth.

And he needed to do it fast.

“Celestia, I-”

A bright flash blinded nearly everybody in the area, including the princesses and all the Autobots. Though they were all temporarily blinded, they were not deaf, and the voice that followed afterwards cleared away all the confusion.

“Where am I? Canterlot! Finally, my fast travel worked for once! Last time I appeared in the belly of a pregnant dragon! Tell me about awkward!"

Everyone sighed.

Applejack and her friends looked up to see Discord completely covered in soot with the tip of his tail on fire. He spun his head completely around, smiling down at the five mares. Applejack’s jaw dropped, a glare growing on her face.

“Ah though Ah told ya to get everypony out!” she screamed, pointing her hoof accusingly at the draconequus.

Discord held up his hands in defense, saying, “I did! Everypony is safe inside Celestia’s and Luna’s old castle in the Everfree Forest. There was just some…complications afterwards.”

“What kind of ‘complications’ are you talking about?” Rainbow Dash asked, her scowl almost on par with Applejack’s.

The creature of chaos landed softly on the gravel, his claws tapping together in nervous spasms. He smiled down at the ponies, his eyes wide. He looked up at the Autobots, his eyes growing wider. And he looked at the two princesses behind him, his eyes popping like balloons.

After inflating two new eyes, Discord placed each in a socket and scoffed quietly. “Sorry about that. It happens whenever I don’t blink for a long time.”

“Just tell us what the complications were!” everypony shouted, Luna included and Celestia excluded.

Discord snapped his fingers, but strangely didn’t disappear. “Oh, yeah,” he said, “the Decepticons have just invaded Ponyville. I tried to fight back but they fired this giant, purple beam at me. This beam resonated from this object one of them was holding…”

He snapped his fingers again, and an image of what appeared to be the Matrix of Leadership spray-painted silver and purple hanging over his head. The five mares stared at it strangely, as did the Autobots. All except for one. 

Drift’s jaw hung open, his Energon reaching freezing points.

“Oh, yeah, and the Decepticons were headed here next,” Discord finished dully, looking at his wristwatch, “in about three…two…one.”

Before Celestia or anypony could respond to Discord antics, or before Rainbow Dash could rip him apart for not telling them earlier, a large BOOM caught everypony’s attention. It wasn’t a sound that was heard through the air. It was, but there was so much more to it. There was feeling in the earth, in the mountain, that the sound created. And it was felt in the bones of the princesses.

There was a scream.

Another explosion.

Something falling.

Everybody looked up. The entire city looked up to see the Nemesis enter Canterlot, its dark shadow bringing down an entire building. 







> Chapter 64-Strength of Destiny
> --------------------------------------------------------------------------


“INCOMING!”

The rocket intended to hit the solar goddess and her younger sister was captured by a being drifting through a blur. The being jumped over the two princesses still staring at the missile and grabbed the side of the rocket, flinging it across the road where it hit the side of a building. 

Debris flew outwards from the missile’s power, raining down glass and brick onto the Royal Guard still in the streets. They brought up their shields, easily deflecting the pieces headed for them.

Drift landed in front of Princess Celestia and Princess Luna. 

He pointed at them and shouted, “Your highnesses, you both need to get as many ponies out of the city as possible! Are your guard capable of holding off the invaders without you?”

The two sisters looked up, ignoring the Nemesis that covered half the skies and brought their eyes onto an unforgettable Alliance airship entering below the buildings. A group of Royal Guard aimed their cannon forward, firing only once to bring down the entire airship in flames. It crashed amongst the gardens of Canterlot Castle. The Royal Guard all roared a deadly battle cry and continued to fire to the heavens.

“They’ll be fine,” Luna breathed, bringing her attention to Drift. “With the aid of our Lunar Guard, Canterlot can hold off the enemy long enough for everypony to escape.”

“As well as Commander Silver Wing, the guard will be under the right leadership to defend the city,” Celestia added.

Drift nodded, turning towards the Autobots. “My brothers, we cannot aid in the fight with civilians still in danger! We need to work together to get ponies out of the city and away from the battle,” he ordered, looking at Jetfire. “Jetfire and I will fly civilians down the mountain if they’re not on the train and have no other means of escape!”

Jetfire nodded, not a word spoken, not a word needed.

“Cliffjumper, take Rarity and find ponies that still haven’t made it out to the train station! Get them out of the streets,” Drift announced, pointing at Cliffjumper and Rarity. The Autobot and unicorn looked at each other, silently agreeing with a simple nod.

He continued on, pointing at a different Autobot and different mare each time.

“I want Jazz with Pinkie Pie, Ironhide with Applejack, and Bumblebee with Fluttershy! Stay with your Autobot, stay with your pony, and get as many citizens out of the city as you possibly can! Does anyone disagree?!” 

Ironhide walked forward in an attempt to pass by Drift, shouting over the cannon fire, “We have enough rescue squads! I’m staying to help in the fight!”

A blade was shot outwards in his path, blocking it. That same blade was jammed upwards, sinking in neatly under Ironhide’s chin faster than he could even see it. Ponies gasped, the Alicorns’ jaws dropped, and two Autobots stared menacingly at one another.

Drift was the first to talk, his blade edging closer to Ironhide’s throat.

“You are a brave warrior, Ironhide. The spark to fight is strong within you, which is why-”

“Which is why you should let me stay and fight!” Ironhide interrupted, attempting to push past Drift and his deadly blade. An instant mistake. Drift jammed his sword in deeper, causing Ironhide to back up and allowing Drift to lean in.

“Which is why we’ll need you. This is just the first strike from the Decepticons, and they won’t stop until we’re all dead. For now…let the princesses’ guards hold off the enemy so we can all regroup, retrain, and prepare for vengeance.”

Drift pushed Ironhide off of him none too gently, pointing the tip of his sword down the street.

“Find as many ponies as you can, get them to safety, then come and fight,” Drift muttered in a tone that was not heard from him before. His glare matched Ironhide’s in strength, but the red Autobot’s failed to match in willpower. 

“That’s an order.”

Ironhide silently growled, but nodded nonetheless.

Drift turned to face the rest, shouting, “That goes for the rest of you! Get civilians to the train station, and then you can aid the Royal Guard!”

“Hey! What about us?”

The Decepticon turned Autobot brought his stare down to find the source of the voice. There, below the giant shadow of Optimus Prime, stood Rainbow Dash and Spike. Discord appeared right behind them, waving innocently at Drift as if part of the group Rainbow mentioned.

“Discord,” Drift began, earning a squeak of delight from the chaos bringer since he was chosen first, “assist Celestia and Luna in finding ponies still struggling to escape!”

Discord’s smile fell completely off his face, shattering like glass on the gravel below.

“Oh, come on!” Discord’s shattered mouth screamed. “Why do I have to be a part of the boring group?”

His mouth came back together in a dark blue aura of energy, being smacked against his jaw once complete. Discord rubbed his face, painfully staring at the pony that had been so rough with him. He was met with the fiery glare of Princess Luna. Discord smiled nervously, instantly finding his entire body being enveloped by the same energy.

“Just don’t slow us down,” Luna threatened, spreading her wings and bolting off into the sky with the screaming draconequus still in her grasp. Princess Celestia sent one more nod to Drift before spreading her wings and blasting upwards to follow her sister.

Drift brought his head back to the three that remained. He opened his mouth to speak, but stopped and sighed quietly.

“Rainbow Dash…take Spike with you to get Optimus out of Canterlot.”

The Pegasus’ jaw dropped. 

Drift anticipated her anger.

“What?!”

Yes. Her anger.

Rainbow spread out her wings, an accusing glare growing on her expression. She shouted, “We can’t have Optimus leave the fight against the Decepti-creeps!”

“Rainbow Dash, please listen to me-” Drift half begged, half argued right before he was interrupted by the same Pegasus.

“No! You listen to me, Autobot!You probably want Optimus gone so you can take command of the Autobots for yourself, only to trick them and send them to die! Admit it! You’re nothing but a Decepticon in disguise, just like that freak Makeshift!”

“Rainbow Dash!” Rarity gasped.

The words burned him, burned him more than the ashes of the fallen in Fillydelphia. Drift’s blue eyes shifted from the angry Pegasus nearly touching her nose against his to the terrified baby dragon, flinching at every missile hitting a building, every cry from a dying Royal Guard struggling to hold the line. He looked passed them both and locked optics with Optimus Prime.

The Prime ignored the carnage, the Decepticon invasion of Canterlot. All he did was stare at Drift, no emotions flooding through his powerful stare as he let the world fall apart around him.

He sighed. A missile hit the building behind Drift, crushing the confines and bringing it down.

“I don’t blame you.”

“…What?” her scratchy voice questioned.

“I don’t blame you for not trusting me. The path I followed…before the Autobots…it will forever haunt me, never to leave my side,” Drift breathed in, noticing the expression on Rainbow’s face cooling down. “I don’t ask you to accept me as an Autobot, or a friend. I don’t ask you to fight by my side even when I’m nearing death’s grasp. All I ask of you…is to trust me.”

He reached forward and gently took Rainbow’s hoof into his hand. Rainbow Dash let him and felt no anger, no fear for the Decepticon turned Autobot.

“Please…can you trust me?” Drift asked quietly, his blue optics begging.

Rainbow Dash looked down at her friends for help. They all shared the same feelings in their eyes, all nodding to Rainbow. She sighed, refusing to look Drift in the face.

“Fine,” she grumbled, taking her hoof out of Drift’s hand. “But if you get the Autobots killed...this hoof will go so far down your throat you’ll be spitting blue for the next month.”

“That’s all the assurance I need,” Drift stated, smiling gratefully and transforming right in front of the Pegasus. She flew back to the ground, covering her face when Drift’s blades spun to life, keeping his helicopter form above ground. Jetfire followed his lead, changing into his jet mode.

The helicopter faced the other way, speaking one last time.

“Be safe, Rainbow Dash, and get Optimus to safety.”

Just as the two fliers escaped the carnage and took to the skies in search of any civilians, each Autobot changed form right in the streets. The revving of engines filled Canterlot, followed by several doors opening and closing with each pony safely secured inside. Rainbow Dash and Spike watched as the Autobots drove away. They could even see Pinkie Pie cheering out of Jazz’s window.

Rainbow Dash chuckled, leaving only a smirk on her face. “Alright, that just leaves us, Spike,” she said, turning to the dragon and bending down only slightly. “Get on, buddy.”

Reluctant at first, Spike hopped up onto Rainbow’s back, adjusting himself and allowing Rainbow’s wings to stretch out.

“Okay,” Rainbow grunted, being somewhat unused to Spike’s added weight, “so now…all we need is to get Optimus out of-”

A cannon went off above their heads. An explosion was heard, bright fire lighting up the dark sky. Rainbow and Spike turned their heads left and saw another Alliance airship crash to the gardens, erupting in a massive fireball.

The two flinched once they noticed the debris from the crash was headed for them with speeds even Rainbow Dash couldn’t escape from. A giant fist crashed down to her side, blocking the flaming debris from hitting the mare and dragon. 

“Are you alright?” Prime’s deep voice rang in Dash’s ears.

“Yeah…I’m fine. You okay, Spike?”

She could feel Spike quiver on her back, but slowly nod his head.

“Good,” she exclaimed, spreading her wings with a determined look burning in her eyes. She eyed the road ahead, noticing all the street signs that led to the train station, and in turn out of Canterlot. She couldn’t just fly straight up out of the city, because Optimus still needed to escape.

She sighed. More weight to hold her back.

Rainbow looked up at Optimus, smirking only once more.

“Try to keep up.”

Her rainbow trail was seen through every street corner, every rooftop, and every path that got her, Spike, and Optimus out of the crumbling Canterlot the fastest. Rainbow Dash couldn’t help but release the tiniest of grins. Even though her world was falling apart, even though the capital of Equestria was being invaded by the Decepticons, even though…

Her smile disappeared. A look of sorrow filled her eyes once she spotted a family struggle to push their busted carriage forward down the street. That look of sorrow twisted into a look of shock and terror once a jet sporting the Decepticon symbol flew down right by her and bombed that very carriage, eradicating any life in the street.

It was at that moment did Rainbow realize the Decepticons were not alone.

They had an army.

And that army was bombing Canterlot.

Spike did his best to hold on to Rainbow Dash as she flipped, zoomed, spun, and dashed her way past more and more empty streets. His adrenaline never halted, never ceased when Decepticon Jets began their bombing run, blowing apart buildings with fireballs never before seen by the young dragon. 

Rainbow Dash screamed once a bomb blew apart the coffee shop she flew by, blowing her back. She adjusted quickly, keeping her path focused forward. She could feel Spike digging his claws into her shoulders. That meant nothing to her. She was all too focused on the upcoming turn that led straight to the train station.

She spun her head back to make sure Optimus was following…

“Look out!”

The cry from the dragon on her back forced Rainbow’s eyes forward. They grew ten times bigger, her jaw falling with each second passing. 

A volley of missiles hit the Canterlot watchtower, bringing down the entire structure right in her path. Time seemed to slow down, and through the falling debris and piece of Equestrian architecture heading right for the Pegasus, Rainbow Dash saw it. The Nemesis, directly overhead.

“Rainbow, don’t stop!”

She knew the voice and obeyed it without question.

Both Rainbow and Spike flinched when Optimus Prime’s shadow fell upon them, the towering giant running wildly by with incredible speeds and smashing his shoulder right in the building. Prime’s action created a clear path for both Spike and Dash to exit out of completely unharmed.

Rainbow Dash ignored the pieces of marble hitting her. It didn’t hurt as much. The crash created a horrific obstacle in the Canterlot streets, but even then Prime followed her. 

Optimus looked back for a quick second. The Nemesis slowly began to turn in his direction, a low hum emanating from the beast. Prime’s optics grew wide. It was coming for them. Not him, not the Autobots, not even the Elements. The princesses.

The train station…

By fate’s treachery…it was going to kill them.









The crying foal in Celestia’s foreleg ceased its crying once the princess gave the child over to the mother. The mare gasped, clutching her only daughter with every bit of love she could offer. She stared up towards Celestia, her own tears ceasing.

“Thank you, your highness,” she cried. The foal giggled and booped the mother’s muzzle.

Celestia only smiled, the train door shutting on her. 

With the train filled, Princess Celestia watched as its smoke trail was lost down the mountain, its journey to eastern Equestria beginning. Her face set in stone, Princess Celestia could only pray for the next train to arrive early. There were still many, many ponies that haven’t made it to safety. And they surrounded her.

The train station was filled to the brim with terrified families, nobles, and guards alike. The Autobots had only arrived once or twice, dropping off two or three ponies and then driving back into the city. Celestia prayed for them each time they came and gone.

Discord hovered over the crowd of ponies, counting each one and marking them down on a long scroll he had conjured up. The guards stayed back and tended to the needs of the civilians, which allowed Celestia to join her sister in peace by the edge of Canterlot. The very edge. All that separated the princesses from a death drop was but a small, stone wall.

The two sisters sat in silence, waiting for the next train, staring out into the invading army.

“Princess Celestia! Princess Luna! A word, please!” a gruff voice shouted from behind, prompting both Alicorns to spin around and meet the face of the voice. 

They were met with the ageing Pegasus and commander of the Royal Guard, Silver Wing. And they never expected him, the noble, strong, brave Pegasus that was granted such a high honor to say it.

“Your majesties, the enemy has begun a bombing run and obliterated our forces still within Canterlot,” he spoke, voice cracked and struggling on. Celestia and Luna both gasped, their eyes burning. The elder Pegasus continued. “The remaining Lunar Guard has informed us that their bombers will be at the train station in no less than seven minutes. We need to get you two out of here.”

Celestia, still shaken up from the terrifying news, stared into Silver Wing’s eyes. She asked, “W-what of the civilians? We cannot leave them here to face the Decepticon wrath!”

Silver Wing shouted, “I am ordering every able unicorn we have left to create a shield once the bombers fly overhead! No civilian will be killed while I’m still breathing!” Their voices didn’t even come close to the terrified cries from the train station. There was no point keeping their voices low.

“Then let us help,” Luna offered, stepping forward. “We will not allow our guard to face this enemy alone!”

Commander Silver Wing shook his head.

“We’re not alone,” he muttered. The princesses searched for a reason to argue, but it was all too fast, far too fast for either of them to anticipate. 

The Autobots returned, but they didn’t stop. Led by Optimus Prime, the towering giant leapt over the train station, frightening every single pony there. Following him was Rainbow Dash, Spike atop her back with Jetfire and Drift trailing behind. The rest followed all in vehicle form and blew right by the crowd of mares and stallions.

And all Celestia and Luna heard from Optimus was one thing.

“Retreat, my Autobots!”

Then they jumped. 

Optimus Prime was the only bot who remained in the train station, the rest jumped off the edge of Canterlot. Not a single pony was harmed from their action, and many even galloped over to the edge to see what had happened to them, Discord included. Prime stared at Celestia, his optics wide with terror.

“Celestia! Luna! You both need to-!”

A low hum followed.

It was a sound they’ve heard before. It was a sound they could feel. The terrified cries from the Canterlot civilians followed afterwards, many hooves being pointed towards the sky. Celestia and Luna both breathed in heavily, slowly turning to face the horrors that lied ahead. Prime turned his head upwards.

There it was. The Decepticon warship, the Nemesis, was hanging right over their heads. Both princesses watched as the underbelly of the ship opened up, revealing a terrifying red orb beginning to glow. The screams and cries of all the ponies reached unbelievable levels, and not even the guards could hold them back from running for their lives.

Silver Wing brought his ageing eyes off the Nemesis and onto the princesses. They shared his own stare, watching as a sad smile grew on the Pegasus’ lips.

“It’s alright…I’ve done my duty. Now do yours.”

Before Celestia or Luna could interject, the powerful stallion rammed his own body against the two, pushing them off the ledge and down the mountain. They screamed at first, but quickly spread their wings and took flight.

“No!” Luna wailed, flying back towards Canterlot, her home, where her soldiers needed her most. Her eyes grew wide with terror. The red underbelly of the Nemesis fired, sending a bright beam of death right on the train station. 

It erupted.

The mountain erupted.

Optimus Prime fell down the cliff.

Princess Luna flew back from the force of the explosion, the entire front portion of her face and body burning from the bright fires created from the blast. She felt a pair of hooves catch her, followed by the horrified cries of her older sister. Luna cringed in pain, forcing her eyes to stare into the fire.

The train station was gone. Large pieces of flaming rubble fell to join the rest down the mountain side. No unicorn magic could’ve protected everypony from the blast. Following the train station, the two sisters watched on in horror, in absolute pain as their world crumbled around them, the rest of Canterlot falling.

The rest of Canterlot burning.

But they were there.

They were alive.

They lived.

They cried.

They died inside.









Noctune breathed in the smoke and ash. He didn’t even cough.

He stepped off the airship, nodding only once to each Alliance solider saluting his presence. Keeping the long piece of nylon fabric close to his side, the dark brown stallion quietly approached his partner standing alone at the edges of Canterlot. 

Once he was by his side, Noctune saw it all. Lands stretched out as far as the eye could see, only to end by numerous mountain ranges. The dark clouds filled the heavens above, the upcoming storm soon to put an end to all the fire that filled Canterlot. Noctune smiled a closed smile, his dark eyes watching Alliance airships enter Canterlot’s airspace, occupying it, taking it.

Noctune saw his home—Equestria—finally free.

Shockwave saw the world—Equis—finally on its knees.

He heard him talk, his pony ally.

“We’ve done it.”

Such simple words for such an incredible accomplishment. Shockwave knew they would do it, he knew they could take Canterlot and the country, but for Noctune…the pony had been dreaming of change for as long as Shockwave had been watching him. That day had arrived…right in front of them.

Shockwave nodded, still watching their forces enter the city by air.

“Truly,” he muttered, feeling Noctune’s eyes turn to him. “Prepare yourself, my friend, for this is just the beginning…of a new era.”

Noctune pulled the nylon fabric fully out, revealing it to be the flag of the Royal Sisters, the flag of Equestria. Noctune gave it one final smile, his killer’s smile. He let the wind take it off the edge. 

The two watched together, in partnership, as the Equestrian flag slowly fell below them, joining the rest of the country in flames.











END OF ACT II

> Chapter 65-A New Era
> --------------------------------------------------------------------------




ACT III




One month later…

Baltimare



“Are you sure about this, Boneless Two? This places seems a little…edgy,” Cheese Sandwich commented, the tone in his voice becoming smaller and smaller with each hoofstep he took. Cheese looked back, noticing the rubber chicken slightly droop its head to the left.

Cheese snorted, facing the dark city ahead. “Alright, I’ll take your word for it, smartmouth.”

And so the two wayward travelers set off towards the location, the party location that the rubber chicken placed upon Cheese’s back suggested. While Boneless Two’s head swayed back and forth with each step Cheese took, the party stallion set his uneasy eyes on the dark city ahead.

Baltimare.

Decepticon territory.

The shivers Cheese Sandwich felt was not from his Cheesy Sense.

Storm clouds covered the early morning skies, blocking out all forms of sunlight from entering the black city of Baltimare. It was to rain soon enough, whether or not the storm was enacted by the Pegasi. Cheese didn’t really know. He gave the storm clouds little thought, his eyes far too focused on the city ahead.

Cheese reached a blocked gate, a massive barbed wire fence stretching across as far as his eyes could see on both of his sides. The fence reached about ten feet high with numerous watchtowers scattered alongside the wires. Cheese stopped.

The tank behind the gate aimed its gun at him.

Cheese could’ve sworn he heard Boneless Two gulp. Turns out it came from himself.

The gate slowly opened, and a recognizable pony covered in black and red armor stepped out. Cheese Sandwich recognized the symbol resting on the pony’s shoulder. It was a capital “A” resting behind the Decepticon insignia. Definitely Alliance.

The mare looked Cheese up and down, her eyes hidden behind the red visor.

“State your name and business or we will fire on you,” the Alliance mare ordered, her feminine voice strong.

Cheese offered a friendly smile, to which the mare replied with a blank frown. He reached up and removed his hat, placing it over his heart.

“Name’s Cheese Sandwich, ma’am. I’m an officially licensed party planner, and I heard from a little chicken that there was a party going on down here in Baltimare,” Cheese explained, leaning forward. The mare leaned her head back, her glare strong behind the visor.

Cheese whispered, “I normally let my Cheesy Sense tell me where the next party’s at, but Boneless Two insisted on it.”

The mare looked back to see the chicken for herself. Boneless Two stared at her blankly.

“O…kay,” the Alliance mare muttered, looking back at the stallion’s grin. She stuck out her hoof and said, “I’m gonna need to see your license then, ‘party planner.’”

Cheese placed his hat back atop his head, reaching into his poncho and pulling out a gum-covered license. “Sorry if it’s a bit sticky. There’s really nothing the poncho could hold so I had to improvise with chewed gum I found over my travels.”

The mare grimaced in disgust, but observed the license nonetheless. After baring her teeth, the mare sighed, stepping aside and handing the license back to the stallion.

“You’re good,” she told him, facing the watchtower directly overhead. “Open the gate!”

The barbed wire gate split in half, allowing the rust-colored stallion to slowly enter the city limits. Cheese Sandwich didn’t look back, only casting one last glance at the tank still pointing its gun at him, still not trusting him.

Cheese counted the seconds until he had disappeared behind buildings and away from the tank’s line of sight. He released the heavy sigh he built inside his lungs, his hoof pressed against his beating heart. Cheese Sandwich finally faced the road ahead, his smile quickly dying. 

He was in Baltimare alright, but it was not at all what the newspaper articles said it was. On his travels, Cheese caught a glance or two at the newest edition of Equestria Daily. It announced the new order, showcasing Alliance ponies shaking the hooves of smiling families within Equestrian cities.

Everywhere he looked, ponies were walking around either visibly terrified or miserable beyond his comprehension. Trash filled the streets alongside very few abandoned carriages. Nopony bothered to pick any of it up. The darkness of the skies was nothing compared to the city, practically pitch black. It was only lit up by the few street lamps and the flying drones constantly overhead.

The drones.

One flew up to Cheese, scanning him in a blue wave of energy.

Cheese Sandwich backpedaled in surprise, but stood his ground as the energy waves continued to scan his body. The drones were no bigger than Cheese’s own body, but delivered quite the punch to ponies that got out of line. Cheese witnessed that firsthoof back in Dodge Junction. 

He eyed the machine gun mounted on the drone, silently gulping.

The scan died. The drone spoke in a deep, robotic voice.

“Welcome to Baltimare. Law applies to all visitors. Do not cause any trouble with locals or authorities. Do not steal. Do not be out on the streets passed 9 pm. If you have any information on the whereabouts of the resistance fighters, contact local authorities at once. Aiding the resistance is punishable by death. Do not put yourself at risk. And as always, enjoy your stay.”

The drone flew right by Cheese’s head, allowing the stallion to finally breathe again.

Cheese Sandwich eyed the darkened city with even darker eyes.

It had been a month since the fall of the Royal Sisters, and in its wake the strongest military force on the planet took command. The Alliance of Alien Activity…or the “Alliance” as they now called themselves, were partnered with the dastardly Decepticons to bring in the new order to Equestria. Cheese didn’t like them one bit. Neither did Boneless Two.

Cheese Sandwich was no pony for politics; it was all just too boring for him. He was a traveler, admiring all the wonders that Equestria had and even giving the land his own bit of wonder. However, over the past month he had noticed a great deal of change sweep across Equestria and the ponies that lived in it.

Baltimare was just an example of many other cities he had visited previously.

It was all the same. All around him, on every building, propaganda posters depicted the face of the Decepticon leader Shockwave with the words “ALWAYS WATCHING” underneath him. Wanted posters of the Autobots also littered the walls with quite a hefty amount of bits for each bot. Cheese didn’t know them, the rumors being his only guide.

There was Optimus Prime. His location was unknown, wanted dead or alive, and the price over his head was over five hundred thousand bits.

Another Autobot named Bumblebee. His location was unknown, just like all the others, and his price was one hundred thousand. 

Cheese only saw one more as he walked by. Its name was Drift. Location unknown with a price of two hundred thousand bits. Cheese whistled quietly in awe. Somepony really wanted them dead. Possibly the Decepticons, but Cheese didn’t know for sure. The alien civil war didn’t really catch his interests that much.

He brought his eyes back to the building sides. 

Graffiti littered the walls as well, saying “All hail the princesses!” or “Rebel for freedom!” More drones flew over Cheese’s head. Decepticon troopers and Alliance soldiers filled the streets, harassing or assaulting innocent ponies that walked by them. Cheese could tell the part of Baltimare he was walking into had a lot of crime.

Cheese looked to his right. On the other sidewalk, Cheese could see a pack of three Decepticon troopers laughing with joy as they kicked a poor mare around, the pony merely trying to pick up the bag of groceries the Decepticons made her drop.

“Leave us alone!” the mare squealed with a mixture of fear and anger, as if referring to not only herself but everypony in the city. A Decepticon replied with a heavy kick to her side, sending the mare into a group of trashcans. They all laughed after that, leaving the alleyway and crushing the mare’s grocery bag as they did so.

Cheese watched the injured pony pick herself out of the trash, crying silently and scavenging whatever remained from her crushed food. He felt something he hadn’t felt in a long time: anger. Cheese turned his angry eyes towards the three Decepticons leaving the area, smacking one another in the back as if playfully.

He took a step towards them…but stopped. Numerous drones flew over his head once more, several stopping to see what kind of action the orange-colored pony in the poncho was about to do. Cheese saw them…and backed away slowly. 

The drones flew away.

His eyes cooled down, his head lowering in realization. Who could stop them? They owned the city now. Equestria was taken over and everypony’s freedoms were stripped. As for Celestia and Luna, Cheese didn’t even know what happened to them. They could be dead, they could be fighting with the resistance, or they could’ve fled the country and leaving everypony to fend for themselves.

Cheese Sandwich didn’t believe that. He knew they were alive, fighting, believing.

But what could he do?

Why was he there in the first place?

The party. There was no party. What kind of party would Baltimare need, especially in the current state it was in? No happy party, that was for sure. Ponies, his own race, were under constant watch of the evil Decepticons. Traitors, like the Alliance, were part of the evil. They were sad, all terrified, all broken. The ponies of Equestria…under the rule of true evil.

Cheese sighed, his hat covering his eyes in darkness.

“Why did you think it was a good idea to come to this place, Boneless Two?” Cheese asked, his deep tone slowly returning to him.

Cheese looked back. Boneless Two leaned his floppy head over to a far-off wall.

He followed his friend’s directions, noticing a colt no older than ten spray-painting the wall in pure white. His spray-painting caught quite the attention, because no sooner an Alliance stallion covered in glowing red armor yelled at the colt. The young pony’s eyes grew wide, and he took off into the nearest alleyway with the Alliance soldier galloping right after him.

Cheese brought his eyes over to the wall. The message read “Join the resistance!”

The resistance.

Cheese managed a sad chuckle and said, “I don’t think so, Boneless Two. This party pony ain’t no freedom-fighter.”

A disappointed squeak emanated from Cheese’s back.

The party pony let loose one more sigh, facing the dark road ahead that led to even more pain and even more suffering. At least he wouldn’t be facing that pain alone. 

He left that city. There was no party needed. There was no party wanted.








Canterlot Airspace

Nemesis



Noctune watched from the darkness as Princess Twilight was tortured before his eyes.

Her cries of pain were like scratches of needles against a chalkboard. Painful, bloodcurdling screams erupted from the Alicorn’s jaws as she was again and again beaten, cut, electrocuted, and having faced unreachable levels of pain.

A month’s worth of nothing but torture and she never gave in. The princess was tough, tougher than the others. Noctune admired that.

The Decepticon responsible for all the pain Princess Twilight endeared was none other than Shockwave. He found great joy in making the Alicorn’s life as miserable as possible. Noctune saw nothing wrong with that. She deserved it. She deserved every bit of pain for following in the light of the evil sisters.

Flashes of bright light filled the darkness of the Nemesis, all of which emanated from the electric device Shockwave gripped in his right palm every time he drove it into the princess’ abdomen. Noctune hated to admit it, but even though his technology was the most advanced Equis had ever seen, the Decepticons’ technology wiped his completely off the board. He really hated to admit it.

After continuous minutes of pure screams filling the dark room, it all ended. Shockwave placed the device back onto his floating stand. Backing away only slightly, it gave Noctune the front row seats he had been waiting for since Shockwave began the third hour of breaking the princess.

Twilight Sparkle hung like a puppet whose forelegs were forever held up by the twisted puppeteer. Her breathing was rapid, uncontrolled, small weeps escaping her muzzle whenever she didn’t need to breathe out properly. Both of her wings were broken and hung limply at her sides, and many cuts were spread across her chest and lower body. The blood coated across her body was all dry, the scars being the only remnants of her past torture that would remain on her filthy coat.

She looked horrible.

She was still breathing. That’s all that mattered to Shockwave. He could beat her, slice her open, and even continue to electrocute her. All he really needed was to keep her alive.

And her magic, of course, was under control. Shockwave had installed a very interesting device around her horn. Whenever the Alicorn would send off any magical pulse, the energy would be sucked right out of the spell and transferred to the electrical currents flooding through the chains wrapped around her hooves. Any magical spell, any form of resistance, would result in a very, very painful shock.

The princess lifted up her head shakily, not forgetting to send a horrific glare towards Shockwave’s emotionless face.

“Always resilient,” Shockwave hissed. He jammed his hand forward and gripped Twilight’s chin, forcing her to look at him, at his eye. Twilight glared right back, her jaw clenching in both pain and anger. Due to Shockwave’s lack of facial features, he could do no more than stare at her with his lone, haunting eye.

Twilight eventually gave up, her ears falling flat and her eyes growing more fearful by the second. Shockwave shook his head, clearly disappointed.

“Yet you still fail to not express fear. And yet, as I speak, the ponies of Equestria chant your name outside the walls of this flagship…” Shockwave muttered, leaning his head closer to Twilight, “…only to be mowed down by our Heavy Soldiers.”

Twilight tried her hardest to not let the words burn her heart. Shockwave was only trying to break her, just like he had been trying to for the past month and failed each time. It was a little victory for Twilight, one she would not lose.

The Decepticon leader backed away from the princess completely at his mercy. She hung like the last Prime, in the same cell, the same type of torture, only this mare wouldn’t have her inner workings tampered with. No, Shockwave didn’t need her blood spilling and mixing with Prime’s Energon. He didn’t want the scavenging Insecticons to acquire the taste of blood, thus possibly losing the princess to their hunger.

“You won’t let me get to you, that’s admirable,” Shockwave stated, having caught the attention of the injured princess. “But sometimes you just need to realize the facts, your majesty. Your world as you know it is gone. All of your friends, your family, the Autobots, they have most likely met their fates since the hunt began. The resistance will fare no better. Our soldiers are better equipped, very well-trained, and have strength in ways you cannot imagine.”

Twilight managed to capture a bit of red glowing in Shockwave’s purple eye.

“This world has seen evil, villains trying to rise up and make a change,” Shockwave ranted, his arm and cannon relaxing behind his back. “Nightmare Moon, Discord, Queen Chrysalis, King Sombra, and even Lord Tirek are all failures. Never once did they succeed. Never once did they win, because they are not real threats. No…they just opened the path for truth…my truth. That truth is coming, your highness...very soon.”

Shockwave turned to leave, the automatic door sliding open for him.

He stopped.

Twilight spoke the first words she had in over a week.

“Your truth…is a lie,” Shockwave turned his head back. Twilight continued, grunting as she said, “You can beat us down, break us apart, strip all of our freedoms, but you will never, and I mean never crush the spirit of friendship. As long as I know my friends are still alive…then you’ll never win.”

Twilight flinched at Shockwave’s quick response.

“You know nothing!” Shockwave hissed, facing the exit and making a quick retreat. Noctune watched on from the darkness of the room, though somehow Shockwave still saw him.

“Noctune, follow me. We have important business to deal with the striking slaves in the Energon camps,” the Decepticon spoke, his voice so shrouded in darkness that even Noctune could barely find it. The stallion sighed, straightening his black coat and turning towards the exit.

“Why are you doing this?”

The pony stopped. He slowly turned his head around, knowing no other soul was in the room but one other.

Princess Twilight stared down at him, her teary eyes mixing with the dried blood on her cheeks. 

Noctune stared at her as if she just asked the dumbest question in the world. “Why? This world needed change, that’s why!” he shouted, now starting to approach the hanging princess. “Is that not what we brought? Is that not what the Alliance has delivered to the suffering in this country? We have finally brought true peace and protection to the ponies of this land!”

“All you’ve brought them is more pain and torment than we’ve had before!” Twilight responded, her voice crying out in sorrow.

“We’re protecting these ponies!”

“You’re killing these ponies!” Twilight cried. “How could you possibly let the Decepticons kill innocent ponies, the same ponies you swore to protect?! You know this isn’t right!”

Every word was a pain for the princess to sputter, but she needed to let him know, to break him out of the evil trance Shockwave had implanted in his mind. Like Celestia said, there was still good in him, it was just hidden deep inside.

The words he responded with did not offer any light to the goodness in his soul. If he even had one left.

“Sacrifices were to be expected for the path to peace,” Noctune muttered, his lifeless eyes staring into Twilight’s horrified ones. He sighed, shaking his head slowly. “As long as the resistance still breathes, the path to peace is blocked. So you see…we’re far from peace, Princess Twilight. We’re far from finishing our mission, and if that means a thousand more ponies need to be sacrificed…then we have no other choice.”

Twilight couldn’t even begin to fathom the words she had just listened to. No immediate thoughts came to mind, but as she stared into his eyes, his eyes so dull of life and understanding, she knew what to say. The only thing she could say was just an understatement to the true evil standing before her.

“You’re a monster…”

Instead of replying instantly, the stallion shook his head once more. He slowly turned around, making his way over to the exit.

“There is much more to it than that, princess,” Twilight heard the stallion mutter as he was by the doors. She lifted up her head, straining to keep her blurry vision focused on the disoriented stallion.

He said, “You don’t understand. You will never understand my pain.”

Noctune left, the door closing behind. 

Twilight was relieved they finally left. She didn’t want them to see her cry. Just another reason to try and break her some more.




	
	

> Chapter 66-Noctune
> --------------------------------------------------------------------------


Fourteen years earlier…

Canterlot



The young trainee for the Royal Guard sat and played with his hooves nervously. 

He could hear yelling coming from the closed door to his right. Behind the door lied his fate, the one answer he had been waiting for ever since he was attacked by his own guards for an act he could not remember committing. 

It was the training grounds…earlier that same morning…

The voices… 

For the first time in years, they had taken control.

Did it matter? We showed the princess how capable we are of fighting! She’ll want us in the guard for sure! A voice in the stallion’s mind, it spoke to him in the dimly lit hallway. 

But…at what cost? Another voice spoke up. This one was weak and meager. You saw what we did to our fellow guard…we…we…

Buck him! Only the strongest make it into the Royal Guard! We proved that!

They screamed at us… The princess saw us…and what we did… She was horrified.

She just finally saw a true fighter for once, not like those spineless ponies that dare try to sign up for her personal guard!

Noctune slammed his hooves into his face, squeezing his eyes as tight as he could.

“Shut up…” he breathed, a mixture of sweat and tears falling from his face. “Shut up, shut up, shut up!” 

What are you so scared about? The angry voice came back. Noctune opened his eyes. 

It spoke again. Noctune had no control anymore.

We lost everything, unless you’ve already forgotten! Our parents are dead, our older brothers dumped us off the first chance they got, and that so called “marefriend” of ours kicked us out the apartment we paid for! 

Celestia…I loved her. I told her I could change…but she didn’t believe it.

Stop being so weak! That bitch never cared about us! What were the last words she said to us before she slammed the door in our face…? Oh, yeah! “You try to work hard, Noctune, but you’re not good at anything! You have no future serving under Princess Celestia! You don’t even have a destiny! You’re only destined for failure, Noctune, and I can’t have you dragging me down with you."

“I’m not destined for failure,” Noctune whispered, bringing his eyes forward and gazing longingly at the poster in front of him. It was a Royal Guard recruiting poster, asking ponies to stand up and join the finest fighting force under the ruler of Equestria.

Earlier that morning…

Oh Celestia.

“But I am afraid of what’s behind that door…”









Six hours earlier…

Canterlot Training Grounds



He gave it his all in training. Everypony saw him, everypony gawked at him, everypony was afraid of him. They should be. He aced the archery station, tore apart the dummies with just one sword in less than seven seconds, and accomplished every obstacle in under record time.

Captain Bronze Heart kept an especially close eye on the dark brown stallion tearing it up in the obstacle course. Nopony came close to his times. 

It was fantastic. Captain Bronze Heart knew for a fact that the newest recruit would be a shoo-in for Celestia’s personal guard. How could he not? With his incredible times, excellent swordsmanship, and surprisingly good archery skills—especially for an Earth pony—Bronze Heart knew he was going to make it.

But…that’s when disaster struck.

It was the time of the day where Captain Bronze Heart overlooked the hoof to hoof combat training session. Young recruits were meant to wrestle one another inside the red circle, and whoever fell out or gave up first lost. It would determine mental and physical toughness amongst the fellow recruits, and see who was able to conquer a fight against a pony of equal or greater strength.

Noctune, of course, was the first to step into the circle.

At first, nopony stepped forward. Bronze Heart sent an angry glare towards the other recruits, ordering the biggest one to step into the circle and face Noctune. He paid close attention for what came next. If Noctune could beat the stallion, then he has more than proved himself. 

Noctune beat him. He beat him until his mouth was filled with blood, his bones were broken, and his mind was close to slipping into a coma. 

That’s when Bronze Heart knew Noctune took it too far.

He strangled the large stallion with his dark foreleg, the recruit’s eyes nearly popping out of his skull and his face a dark purple, desperate for air. Bronze Heart yelled at him to stop, but he would not listen. A sickening snap was heard. The other recruits screamed.

The captain had no choice. He shot Noctune with an energy beam and allowed two guards to hold him down. 

By then it was already too late. Medical staff raced out onto the field, checking the wounded stallion while Noctune simply watched with his face in the dirt. The medical pony stared into the captain’s eyes, her expression grim.

“He’s dead.”

The look on Bronze Heart’s face matched perfectly with the princess’.

Noctune looked up from the dirt, noticing Princess Celestia herself watching from the high podium. She looked at him with eyes as horrified as the other recruits on the field. Noctune kept on staring at her, his mind lost with the voices screaming at one another. He smiled at her from the dirt, a smile far too sickening for a pony to make.

They took him to the dungeons after that…forced him to wait until they called him back to the captain’s office. They forced him to wait as they cleaned the blood off the field.









“Noctune!”

The commanding voice of Bronze Heart bellowed from behind the door like a beast screaming deep down in Tartarus. Needless to say Noctune was practically shaking, his fate only reeling towards one end. An end he could see clearly.

As he stood from the chair and slowly entered the office room, Noctune could already imagine what was planned for him. Public whipping, burning at the stake, banishment to the moon, eternity in the Canterlot dungeons, whatever it was Noctune just wanted to get it over with. 

He could barely stand with Captain Bronze Heart glaring at him from behind his desk.

Noctune breathed in through his nose, forcing himself to stare into Bronze’s eyes. His mind may be broken and terrified like a lost child, but his pride would stay strong no matter what punishment he was going to receive. 

He stood up straight, puffed out his chest, and asked, “Yes, sir?”

His captain glared at him for a few moments more, finally sighing and checking the documents lied across his desk. He laid his hoof over a particular file, lifting up his eyes towards the dark brown stallion.

“Why did you do it?”

Noctune didn’t answer at first. He stumbled over his words, his eyes eventually falling towards his hooves. He brought his eyes back towards his captain, noticing how grave he looked. The heavy bags under Bronze’s eyes only added to the sinking feeling in Noctune’s heart.

He opened up the file with his magic, slamming his hoof so hard on the paper that it made a dent in the wood beneath it.

“Was it the other personalities that caused you to kill him?!” he practically screamed, demanding an answer.

Noctune began to break. His forelegs were shaking at uncontrollable levels, and his breathing became spastic. It was all he could do to stop from shedding tiny tears, his heart wrenching at the thought. He killed him. He killed a pony.

And he hardly remembered doing it. Hardly.

“I…I-I don’t…”

“Listen, Noctune,” Bronze Heart interrupted, pointing to the file in front of him. “I know everything, and so does Celestia. I told her everything. The medical records, the episodes, the voices, they all point to one thing and one thing only. What I saw out there wasn’t the stallion who waited all night to be the first in line to sign up for the recruiting station. What I saw out there wasn’t the pony who worked his flank off to be the top recruit!”

Bronze Heart stood up from his chair, both of his hooves planted into his desk.

“What I saw out there was a mentally unstable pony that should’ve never signed up.”

Noctune finally found a voice. He took a few cautious steps forward, looking his captain in the eyes as his own began to burn.

“I’m sorry! It’s just that I was trying so hard to impress the princess that I trained all night last night and I forgot to take my pills! If it was me out there I would’ve never…done that…but it wasn’t me! It was somepony else!”

“The voices…?” Bronze asked. Noctune nodded once, bringing up his hoof to wipe his eyes. Bronze Heart sighed once more, lying back into his chair.

“Be that as it may, the family of the deceased stallion still wants to see you in court, and Princess Celestia herself approved of it and will be appearing as a witness,” Bronze explained, noticing the loss of color in Noctune’s face. He continued. “All evidence will be legit, you’ll be found guilty of ponyslaughter, be fined, and placed in prison for ten years.”

“But…b-b-but I can’t afford the fine, and I can’t go to prison, either! Please, sir, you have to vouch for me, tell them that I have mental conditions and I didn’t know I was killing him!” Noctune practically begged, his eyes now full of tears.

Captain Bronze shook his head throughout Noctune’s rambling. All the breath was taken from Noctune’s lungs with Bronze’s next choice of words.

“I don’t train guards to cry, Noctune, and even if I vouched for you it would be meaningless. Even with your conditions you still killed the stallion, and all the other recruits were witnesses including me and the princess. There are no exceptions for this crime. I’m sorry, but you’re going to go to prison. I have no say in the matter.”

He stood up from his chair, walked around his desk and stood in front of the weeping stallion. Noctune barely looked up at him, but he was close enough to feel the heated stare he received from his superior. It was incredibly intimidating, and Noctune backed down.

He felt a hoof rest on his shoulder.

“Get your things packed and head back home. Your court hearing will be two weeks from now.”

Noctune finally forced himself to look up at his captain. Through it all, he would still be his captain. Through it all.

“I have nowhere else to go, sir,” Noctune told him, his voice barely rising above a whisper.

Bronze offered a little smile. “Then you can stay in the castle until then.”









He had served his sentence, paid his dues, and now lived a life too shattered to rebuild. 

Just as expected, he was guilty of ponyslaughter and sentenced to ten years in prison. In that time, locked away like a beast from Tartarus, Noctune finally lost it. The voices overtook him, consumed him, and changed him inside and out. 

Inside his own cell, Noctune’s mind far too broken to control finally found a meaning. The ponies that betrayed him, that knew of his condition and betrayed him anyways, they would suffer. Be it in ten more years, twenty more years, or even fifty more years. Noctune didn’t care. In his lifetime, Princess Celestia was going to pay. 

They were all going to pay.

A year later after he was freed, Discord returned for a second time and aliens attacked Canterlot. Noctune didn’t care. The world was losing its mind over the aliens in Equestria, but did anypony lose their minds when Noctune offered his own discovery?

He had seen them before anypony else. The aliens.

And he would use them to his advantage.

	



	
> Chapter 67-Flame of Hope
> --------------------------------------------------------------------------

Passed the Alliance-guarded fences, passed the bridge that led to the city of Manehattan occupied by Decepticon and Alliance forces, passed the two metal doors into the abandoned complex and underneath the city of Manehattan, the Equestrian Resistance was preparing their soldiers for the revolution.

Crates of food, water, supplies, and weaponry were pushed forward by groups of sweating stallions into the large tunnels. The crates were ripped open by numerous unicorns. All the supplies were levitated from the open crates and offered to the soldiers and families surrounding them.

“Thank you,” one stallion wrapped up in rags whispered after he was offered bread and water. That stallion limped over to his silent family resting up against the wall. He split the bread into four pieces, giving each one to his two foals, his wife, and himself.

Families without homes filled the maze of tunnels that sprawled under the streets of Manehattan. The tunnels were constantly filled with noise, whether it was harsh whispers or silent cries. They mostly remained quiet, fearful of what was hunting them above ground. Mares tended to their young, wrapping them in whatever clean cloth there was to keep warm. All able body stallions got out of the grime and aided the resistance in any way they can. 

They had nowhere else to go, to turn to…but the resistance. 

Ponies that were given weapons from the supply crates carried those weapons over to the weaponry to be tested. The weaponry mostly consisted of whoever survived out of the Royal Guard handling the weapons. There weren’t many Royal Guards left after the attack.

The weapons, however; they were the real deal.

Smuggled all the way from the Griffon Kingdom, ponies were finally greeted to firearms. Large barrels protruded from the base of the weapons’ handles, showcasing a trigger the griffons created to fit the hooves of their neighboring ponies. It was a special gift, the kind of gift the griffons wanted to see play out when the revolution hit, that is if it even hit.

Sergeant Echo, a surviving leader from the Royal Guard, grinned widely after feeling the weapon in his hooves. It felt natural. He aimed down the sights of the weapon, making sure to switch to his other shoulder since his bandaged eye offered little to no help. He imagined Shockwave’s face in the crosshairs.

Echo was relieved that the resistance now had a means of actually defending themselves with weapons that could match the Decepticons’ firepower. But he was even more relieved to know that there was still a country out there watching their backs through it all. Through it all.

“How does it feel?” a voice the Pegasus recognized asked. Echo turned towards the direction of the voice, smiling to see Lieutenant Broken Heart approach him. His golden armor was replaced by rags, and his helmet by a black bandana wrapped around his muzzle.

To put it simply, Broken Heart looked just like a regular freedom-fighter.

Echo placed the underbelly of the weapon in his other hoof, sniffing loudly. “It feels good,” he stated simply. “It feels real good.”

“That’s good,” Broken Heart added, taking a seat next to his sergeant. The white unicorn chuckled a bit, prompting Echo to turn his nose towards him. “You know…for a second there I thought we were officially on our own. But for once…I’m glad the whole world turned against the Alliance.”

Echo’s smile was closed, but still there.

“Now the real question is when do we get to use these bad boys?” Broken asked. His hoof, bandaged and wrapped in dirty cloth, was pointed towards the rifle in Echo’s forelegs. 

Before the Pegasus could answer, a couple of swear words were heard coming from the door to their far left. Nopony in the weaponry could deny the words erupting from their captain’s mouth.

Echo gripped his rifle. “Not soon enough,” he grumbled, his eyes locked on the door.









Inside the briefing room, a map was laid out in front of the two princesses. Shining Armor placed the tip of his hoof over the location of the Crystal Empire, the entire area crossed out in a red “X”.

“You see this?” Shining asked, his eyes grim and full of weariness. The two Alicorn sisters could only stare at his hoof, no words being formed on their tongues.

Shining Armor shook his head. “We just lost the Crystal Empire to the Decepticons and the Alliance. The Crystal…bucking…Empire! That was our last stronghold, your majesties! We have nothing left! The Decepticons have officially taken Equestria!”

His hoof slammed into the wood, cracking it. The two princesses did not flinch from his anger. Their eyes were still hovering over the map, noting down all the other cities crossed out, Canterlot and Ponyville included. Luna looked up for a quick second. Princess Cadance was already by her husband’s side, comforting him the best she could.

“It’s alright, Shining,” Cadance cooed, gently nuzzling her husband’s cheek with her own. The young prince lifted up his head only slightly, gently returning the embrace. He eyed his beloved wife, noting the rags she wore to keep warm in the wretched climate they were all forced to live in. He didn’t look any better. In fact, Cadance wore far better clothing than most ponies hiding with them.

There weren’t many rations to begin with, and now they were close to running completely out.

If they ran out…they’ll have to go up…there.

Straight into-

“Decepticon territory,” Princess Celestia murmured, running her hoof across the large map spread across the table. Both Shining Armor and Princess Cadance lifted up their heads to hear Celestia speak. The solar goddess continued on, her tired eyes scanning the tattered map.

“Every city…every stronghold…everything. They’ve taken it all. Our freedoms, the freedoms of our little ponies…they’ve even taken that,” she muttered, her eyes now dark as night. “But there is one thing, one thing the Decepticons-!”

“And the Alliance,” Luna hissed.

Celestia nodded. “And the Alliance…will never take, will never acquire. As long as we are here, in Manehattan, then there is still hope that the revolution can be successful.”

“I have had many nightmares over the past few nights,” Luna quietly stated, earning the worried look of her older sister. “There are ponies above us…chanting, screaming our names. They are rebelling as best as they can against the aggression of the Decepticons and the Alliance, but it is all for naught. They are not organized or coordinated. Without the proper tools that we have…the proper leadership…they’ll be wiped out.”

“Same goes for the revolution.”

Both sisters turned to Shining Armor, who had somehow found the willpower to sit up straight in his creaking chair. There was a single light bulb hanging above their heads. Shining Armor cast the sisters a grim stare, one that could only tell the feelings in the young prince’s heart.

Cadance stood next to her beloved, nuzzling him as he spoke.

“We may have a few weapons from the Griffon Kingdom, but we can’t test them without making enough noise to draw in the entire Decepticon army walking over our heads. The Autobots can barely train in these tight tunnels, so getting help from them is hardly gonna aid us. Ponies are starving behind that door over there, and we can’t climb out of these sewers fast enough before they all die of starvation.”

“Your words are doing little to help us at the moment, captain,” Luna muttered, bringing her crestfallen expression back to the conquered map of Equestria.

Shining Armor snorted. “What I’m saying is that with all the odds turned against us, it’s going to be all the more difficult to fight back when he have to reveal ourselves, because whether or not you two want to admit it,” he pointed his hoof to the two princesses sitting in front of him, “we still need to fight back against the Decepticons. However, the revolution can only be successful if we eliminate Shockwave and Noctune.”

“And they’re just in Canterlot, enjoying the spoils of war and refusing to leave while they let their followers hunt us down,” Celestia growled, her powerful gaze locked with Canterlot on the map. 

Princess Cadance finally broke the embrace with her husband, joining the conversation with her hooves resting on the table.

She spoke, her eyes shifting to all the cities crossed out. “We need to somehow pull them out of Canterlot and bring them to Manehattan. Then we can spring a trap where are forces can ambush them and take out the leaders.”

Cadance stopped suddenly, receiving a look from her husband that told her the whole story.

“Even if we managed to do that and set an ambush, we just won’t have the means of fighting back once they attack with full force. You know Noctune, he’ll stop at nothing until Celestia and Luna are stopped once and for all,” Shining Armor explained. His wife’s eyes fell in a mixture of disappointment and understanding. 

He finished his explanation to the two sisters as well, rather loudly.

“Even with aid from other countries across the world, even with guerilla tactics, the Equestrian Resistance is headed for a bloodbath if we reveal ourselves.”









Rarity brought her head away from the door, her ears falling flat against her skull.

“Well, what did they say?” a raspy voice whispered sharply, only to be shushed by her fellow equines. The sounds of water dripping into the sewer lines was all that was heard, followed by the rushing streams of filthy water flowing passed their hooves.

The white unicorn finally brought her eyes to her friends. The look she gave them told the tale.

“…They…they said that the resistance was headed for a bloodbath no matter what we do.”

The words tore into the little ponies’ hearts one by one, only stopping at the young dragon to punch him right in the gut. One by one, their eyes fell to stare at the scum and grime that surrounded their hooves, neither one of them strong enough to look at each other. 

Rainbow Dash sighed and finally descended from what little flying space she had. It wasn’t much, and her wings were beginning to cramp once again for not being in the sky for so long.

Fluttershy sniffed loudly, her tears falling down to join the sound of dripping water impact the heavy filthy concrete. She felt a hoof wrap around her shoulder, bringing the yellow Pegasus close to Applejack’s side. She rested her head against Applejack’s chest, weeping silently as the strong pony comforted her.

“Maybe we should go check on the Autobots…an’ see how they’re doin’,” Applejack spoke, her western drawl echoing throughout the maze of tunnels that surrounded them. 

Not a word was spoken between the six friends. They didn’t even nod, as if the life was stripped from their very souls. They did, however, acknowledge Applejack’s thought and turned away from the princesses’ quarters. The clopping of hooves joined together in the flowing sewer water and the crying of a certain Pegasus.









Spike pushed open the rusty, metal door, holding it open for each mare to retreat inside.

Once Applejack and Fluttershy finally walked by, Spike quietly shut the door behind him, locking it for safety measures he was constantly reminded of for the past month. 

“Bee…do ya mind…?” Spike heard Applejack speak from behind. The dragon turned around, being the first to witness as Applejack handed Fluttershy off to Bumblebee, the massive yellow bot sitting in the far off corner.

Bumblebee nodded, having his assault rifle transform back into a black fist. “Come on, Fluttershy…take a seat,” he gently offered, patting the concrete next to him.

The timid Pegasus quickly fell out of Applejack’s embrace, sitting down next to Bumblebee, refusing to look him in the eye. It wasn’t long before she began crying again. With her hooves pressed against her face, Bumblebee acted fast and began rubbing the Pegasus’ back, telling her words that were meant to ease.

Spike scanned the entire room, noticing the leaks from above letting in little droplets of water. He noticed the flickering light bulbs above everybody’s head that offered little light to the room. Tables and chairs were scooted to the far off walls, leaving a large opening in the center of the room where Drift was currently training Optimus.

Drift swung his sword slowly back and forth in front of him, turning his glowing blue eyes to the last Prime standing a few feet away.

“The most noble of weapons…the sword,” Drift stated, making sure to keep his voice low. During his time underground, he’d gotten used to it. He turned the end of the blade to Optimus, who refused to move from the dagger being pointed to his chest.

“Just as we’ve practiced, Optimus. You control yourself. Every bit of you, including weaponry, is commanded only by the bot willing to take it. Now…reveal your blade to me.”

Rainbow Dash snickered, only to receive a strong glare from Jetfire sitting right next to her. The other Autobots were huddled next to the walls of the enclosed sewer room. Ironhide was joined by Applejack, Jetfire by Rainbow Dash, Bumblebee by Fluttershy, Cliffjumper by Rarity, and finally Jazz with Pinkie Pie, the pink mare curling up like a cat in Jazz’s lap.

Spike stood alone, watching, waiting, as Optimus stared down at his hands.

After a month of training in horrible conditions, Optimus Prime still stood straight up, his mind on the task at hand. Reveal his blade. He had done it before, numerous times…thanks to Drift. At his command and his command only…his body would obey and function properly. That’s what Drift told him for about a month in the sewers they stood in.

Control…

It’s about control…

Optimus clenched his right fist.

You control it.

His wrist opened up, popping a short staff right into Prime’s hand. Optimus swung the staff out, allowing the rest of the blade to transform at his will. 

Drift smiled.

“Excellent work, we will continue another day…but for now I would like you to-” the Decepticon turned Autobot stated, about to finish his statement until he was interrupted. Optimus’ sword is what interrupted him, nearly impaling his foot to the concrete when Prime slammed it down.

Whatever noise was in the room completely vanished. All eyes turned to the last Prime, all wide and full of confusion. Fluttershy’s terrified squeaks followed soon. Prime did nothing but grunt, sending one final stare to Drift before turning and retreating to the corner of the room. He sat down by a large sewer hole blocked by iron bars, the light of the outside reflecting off his armor.

“What was that all about?” 

Drift, still eyeing the blade so dangerously close to his foot, turned away and brought his attention to the young dragon standing right below him, his reptilian eyes staring longingly at the Autobot leader.

Drift could do nothing but sigh, reaching back to place his blade safely inside its holster. “Optimus…is still upset about everything that has happened. He’s especially worried about Twilight, which is completely understandable. I, too, would be worried for a friend.”

Spike stared at the ground miserably. “I know how that feels…” he muttered, kicking a small stone.

The Autobot faced Spike, falling to one knee in order to be in close distance for whispering. He said, “If you are going to talk to him…then good luck. Nothing I have done over the past few weeks have worked to convince Optimus.”

The words did little to help Spike’s enthusiasm, and he shuffled nervously as his eyes shifted to Prime and then back to Drift.
Drift chuckled quietly, rubbing his chin. “Then again…you were Twilight’s closest friend…so maybe you two can share something that I could not.”

He let that hang in the mucky air for Spike to grasp onto. Drift stood fully up, the ceiling barely touching the top of his head. Spike watched him slowly walk over to the edge of the sewer room, sitting down and crossing his legs. Drift’s optics grew dark and his head fell only slightly, it was as if he was resting.

That left a single, baby dragon standing in the middle of the room with flickering lights and crying ponies surrounding him. He turned to Optimus, the massive Autobot staring at his feet with only half of his face visible from the outside light.

He gulped.

He approached the last Prime.

When he was standing directly beneath him, Spike took the time to realize that the sewer hole Prime sat next to showcased the bridge that led out of Manehattan and to the rest of Equestria. The sewer hole led outside, only to be stopped by the bars at the end of the hole.

Spike looked up at Prime, sitting down himself.

The soft thump caught Prime’s attention. He brought his gaze down to the dirty dragon looking up at him. He sighed, turning to stare at his hands once more.

“Yes, Spike, do you need anything?” Optimus asked rather dully, his weak voice barely penetrating the sewer walls.

It was quite a while before the young dragon actually responded, making his voice appear stronger than the small conversations held between the ponies and the Autobots. Prime didn’t even turn his head towards Spike. He found his hands and the filthy water at his feet to be quite interesting.

“How are you doing?”

Optimus shook his head, his optics opening and closing only once. “Not so well,” he muttered.

“Let me guess,” Spike responded immediately, pushing his claws back so he could lean on them, “you’re still upset about what happened to Twilight.”

Prime clenched his right fist.

Spike sighed, leaning forward with his eyes ready. “Listen, Optimus, I was just as close as you were to Twilight, if not closer.” Prime turned his head towards the dragon, the light from the hole creating a shadow that descended upon Spike. 

He continued with Prime eyeing him closely. “I didn’t know who my parents were, but she raised me ever since I first hatched. I know Twilight was your friend…but she was more than that to me. She was my mom…and her sacrifice hurt me more than it hurt you.”

Prime could see the fresh tears boiling in his reptilian eyes, yet he still tried to conceal them.

“And I know you feel like this is all your fault…but you just have to understand that what Twilight did wasn’t just for the safety of Equestria.”

“It was not for the safety of Equestria,” Prime interrupted. “The Decepticons lied regardless of Twilight’s appeasement to their lusts. You’re not the first one to tell me that Twilight sacrificed herself for me as well. She imagined I to be the hero this world needed to lead them into battle, to lead them to victory.”

Optimus sighed, clenching his fists. “Oh, how wrong she was.”

“You see that? That right there is what everypony’s been trying to get through to you!”

A compilation of shushes filled the room, prompting the baby dragon to keep his voice low. There were still enemies walking over their heads, listening carefully for the prey.

Spike took in a deep breath, opening and closing his eyes only once more to stare at Prime with a fresh gaze. He said, “You need to face the facts Optimus: you are the leader of the Autobots, and that’s a title you have to live with regardless if you want it or not. Twilight used to tell me all about the stories you once told her, how you were given the Matrix of Leadership out of your bravery and courage. You rose amongst every other Autobot on Cybertron, taking the form of someone that everybody looked up to, that everybody believed in.”

Prime blinked slowly, his blue optics shimmering with new light. Spike continued. “What we’ve been trying to tell you…is that you’re still that same person. Deep down…you’re still Optimus Prime. And no matter how much of your memory has been destroyed from the Decepticons…they could never destroy you.”

“They’ve taken everything,” Optimus began, his voice so lost that even Spike had trouble finding it. “The Decepticons have greater forces than us, greater firepower, and the potential to rip this planet apart with just one simple act. Why do you continue to believe that there is still hope and fight against them when they’ve stripped everything away?”

Spike shook his head, laying his head back onto a nearby stone and using it as a makeshift pillow. He stared up at the ceiling, at the flickering light bulb that hung from it, and at Optimus’ face still staring at him from the far left.

He blew out a helping of air, turning his eyes towards Prime. “It’s called faith, something you’re still clearly lacking.”

Prime was taken aback, remaining silent for Spike to continue.

“Faith is what makes everything worth fighting for, and even if we don’t have the army to fight back…I know we’ll never give in and never surrender. That’s what my friends would do,” Spike whispered, turning his head lightly to the right to see Fluttershy wiping away her tears, everypony else by her side comforting her.

Spike managed a weak smile. “It’s what the princesses would do…and it’s what I’ll do too,” he said, leaning his head back to face Prime. “It’s what everypony would do because you taught them that.”

With that said, Spike rolled over with his back facing Optimus, his snores soon to follow.

Optimus was at a loss for words. He just received the ludicrous and surprising speech he’s been waiting for, one filled with impossible odds and even stronger hope. And it was even more surprising to have come from someone far younger and more inexperienced than he was…and it felt right. It felt right to be talked down to for once, because for once…Optimus could finally understand why he was needed, why Twilight gave up everything for him, and what to believe in.

What to believe in.

What would Prime believe in?

He stared at his hands, his blank, dark, powerful hands and clenched them into fists.

He stared at the symbol resting on his shoulder.

What would Prime believe in?

He’d believe in himself.

He’d believe that Twilight had faith in him to lead.

He’d believe in Twilight.

Faith is what makes everything worth fighting for, and even if we don’t have the army to fight back…I know we’ll never give in and never surrender.

And even if we don’t have the army to fight back…

The army to fight back…

The army…

Optimus opened his optics for the first time in his dark life.

“An army…” he heard himself mutter, causing Spike to tussle in his sleep. The young dragon yawned quietly, turning back to see just what Optimus was talking about. He was met with Prime’s gaze almost instantly.

“Spike…we need a new army,” Optimus Prime stated, his tone heavy and powerful just the dragon remembered it to be. Slowly but surely, Optimus stood up, his horns merely scratching the cracking ceiling as he approached the center of the room.

All eyes fell on him. Nopony moved as Optimus reached forward and ripped his sword out of the concrete, having it transform back into a staff and back into his wrist. Drift smiled.

Spike came up from behind, tapping Optimus’ foot.

“What are you doing…and what did you mean by a ‘new army’?” he asked, waiting patiently as Optimus turned towards him, his optics only narrowing. Prime looked across the room, now realizing that he had gained the attention of the ragtag group of Autobots and his pony friends as well. They were all sitting, waiting for him to do something.

Prime simply turned around, his eyes resting on the hole at the end of room.

“I’m going out there, and when I return I will bring the resistance what they need to fight back and reclaim Equestria.”

“You’re going out there?" Jazz questioned, pointing at the hole Prime stared at. “There’s nothin’ but Decepticons out there huntin’ us. What’s possibly out there that we still need?”

“And don’t choose the obvious answers like supplies and what not, because we got enough of that here in these sewers,” Cliffjumper added, crossing his arms.

Prime breathed. He knew the horrific odds he faced, he knew what was out there hunting him, but he didn’t care. Like Spike said, he needed to have faith. And his faith told him that there was an army out there…one that he knew was still capable of fighting. They weren’t dead, Prime knew it.

With his eyes locked on the hole, he answered them.

“When I return…you’ll understand.”

“Well, you’re not going alone,” Jetfire stated, beginning to stand up alongside Ironhide. He was immediately brought back down by Prime’s fiery glare. It was a type of stare he’s never seen escape Optimus’ gaze, a type of stare that only a leader could acquire.

“Yes, I am,” Optimus growled, pointing at each and every Autobot, “and I want each and every one of you to stay put until I return. None of you are to leave this room unless instructed by Princess Celestia. That’s an order.”

Jetfire and the others looked at one another, sharing the same surprised stare. All optics fell on Drift, who only nodded from his peaceful position. They all sighed, falling back onto their behinds. Optimus nodded back, turning around and taking once step forward…

…only to hear a collective group of hooves join in his path.

“That goes for all of you, too.”

“Oh, come on!” Rainbow Dash exclaimed, being shushed by the rest of her friends. She sent a hoof over her mouth, lightly turning crimson. With her smile deflating, she continued. “I know we can all help in some way. And we won’t even get caught or cause you to get caught, I swear.”

Sadly, even with her pleading eyes, Optimus still shook his head. He didn’t even look back at them.

“I’m sorry, Rainbow Dash…but I have to do this alone. Do not follow me.”

Optimus Prime made his escape, climbing through the hole big enough to fit him. The mares practically scrambled over one another to get a glance at where Prime’s destination was. Spike leapt over Applejack’s head, landing softly on Pinkie’s back and getting the perfect view.

Optimus pushed open the bars, holding it up so that he could jump out into the rocky surface. His black fist gently lowered the bars back, creating only a soft screeching noise of metal against metal. The four ponies popped their heads up while Rainbow Dash hovered over them. Along with Spike’s curious eyes, they observed the location, the short amount of scenery that was offered to them in the tight hole’s exit.

They could see the bridge leading out of Manehattan. They could see Optimus walking into the water, his entire body concealed as he slowly began his journey to the mainland and the rest of Equestria.

“We’re still gonna follow him, right?” Rainbow Dash asked.

Rarity smiled devilishly, wrapping her magic around the bars and lifting it up. “Oh, definitely,” she whispered. Everypony nodded to one another. With Spike on Pinkie’s back, he and the pink mare led the way by climbing up into the hole and following Prime’s trail.

The Autobots watched them leave, completely disobeying Prime’s orders. They should’ve stopped them, told them that it wasn’t safe, but they didn’t. Not even Drift.

They simply smiled.	
	
		
			


	
	
> Chapter 68-You Have No Soul
> --------------------------------------------------------------------------



“Wake up, you wretched equine!”

The dried blood cracked once Twilight opened her eyelids. The ending of her rest was instantly greeted by Shockwave’s horrific face and even more horrific eye. Twilight growled.

“More torture, I presume?” she weakly asked, her broken wings swaying back and forth when she began to move around. The chains around her straining hooves made it difficult to move. 

Twilight rested her back against the cold metal, her tired eyes looking up at her oppressor. “Or are you here to finally kill me?”

Shockwave actually chuckled a bit before staring at his blaster. “I would rather not, if it’s all the same with you,” he told her, adjusting the cannon that replaced his left arm. “I’m simply here to inform you of your newest cellmate before I return to my guest. Noctune is visiting for the time being, discussing certain…topics that suddenly popped up centering on the slaves in the Energon camps.”

Twilight grimaced at the thought of the wretched Energon camps. Yet, her eyebrow rose suspiciously at the sound of a new cellmate. She groaned, muttering, “A cellmate would be nice. Everything else in here is either dead or doesn’t have a conscience.” Shockwave chuckled at those words, finding them quite amusing.

The princess stared Shockwave dead in the eye, forcing no bit of humor in her next tone.

“So…when are you finally gonna grow some backbone and kill me?”

“Oh, foolish little princess…I do not wish to kill you…yet. The only reason you’re still alive is because of one thing…” Shockwave explained, walking closer to be eye to eye with the withered Alicorn. His purple eye gazed into hers, its core burning with the feeling of hatred.

“My vengeance,” he whispered sharply.

When Twilight didn’t answer, only giving the Decepticon leader of fierce glare in return, Shockwave continued. “I have suffered hundreds of years of watching my world break. My brothers scavenged over fallen warriors just to acquire whatever morsel of Energon droplets they could find. I watched my race, my home, fall apart because of the Autobots…and you.”

“I didn’t do anything to you,” Twilight hissed through gritted teeth, the dried blood on her face adding to the ferocity in her glare.

Shockwave punched the wall directly to Twilight’s left, intendedly missing the princess.

“Do not play games with me, Twilight!” he silently screamed, his purple eye burning against the Alicorn. “I know you… You’re far smarter than this, girl. You let go of Optimus Prime. You determined the fate of both of our worlds. You couldn’t surrender like the weak, worthless insects you all are! You stopped us from saving Cybertron with your act, and in turn…you destroyed the Cybertronian race.”

Twilight moaned in pain, cracking her back with her eyes shut tight. The chains rattled in protest to her movements. When her eyes opened, the red veins mixed with the fire added to the hatred in her gaze.

“And I know you, Shockwave…and you're far smarter than this,” she muttered. She managed a weak smile when Shockwave took a step back. “Everything you and Megatron have done…everything you’ve wrought upon Cybertron was your own fault. Trying to blame me for the fall of your species is very…illogical.”

Shockwave’s neck twitched, forcing him to reach up and hold the side of his face still. His eye flashed red two times.

He could hear her give a little chuckle.

“Feeling a little twitchy, scientist? I should know…staying in a lab for too long really starts to mess with your head.”

Shockwave craned his neck, feeling the servos and wires readjust perfectly. He brought his head down, letting his eye align with the princess’. 

He said, “Foolish equine…I’ve stayed in a lab for nearly my entire life, and a few hundred years in nothing compared to a million. You’re an Alicorn, meaning you can live for a much longer lifespan. Not as long as us Cybertronians, but long enough to feel the same suffering I went through struggling to even survive on that rust-covered cesspool you dumped us on.”

Twilight sneered. “You’re trying to occupy Equestria for hundreds of years? That’s your goal, to stay here, suck up our energy, torture us, and then leave?”

Shockwave actually laughed, sending shivers down the Alicorn’s spine. The laughter rebounded off the walls, permanently penetrating Twilight’s ears. He stopped and stared silently at her. Twilight stared back, her glare deteriorating. 

“Not even close, foolish girl,” Shockwave said, snapping his fingers. The door behind Shockwave opened, allowing three large entities to enter alongside a hovering table twice as long as any of the figures. 

Shockwave continued, even though Twilight’s eyes weren’t even on him anymore. “Keeping you here, locked up, like the slave you were always meant to be, gives me little satisfaction to quench my thirst for vengeance against you and this world for sending me back to mine. Cybertron was dead when we all were forced to return, and I was forced to watch it crumble for hundreds of years. That is what I’m doing, that is what we’re all doing, Princess Twilight. We’re simply returning the favor.”

The entities turned out to be Sharpshot, Kickback, and Hardshell. Twilight watched as the three Insecticons pushed the hovering table right next to Shockwave. She couldn’t identify whatever lied on the table, but it was very large and bulky.

“Sadly, nor I or my Decepticons can wait hundreds of years on this world to make you feel that same pain. So, for the benefit of the Decepticon lust for vengeance and assurance of our species’ survival…a final solution was developed. This final solution will suck the energy out of Equis, destroying the planet and saving Cybertron in the process.”

“You’ve tried that, Shockwave,” Twilight retorted. “If it hasn’t worked before, what makes you think it’ll work now?”

Shockwave held up his right hand, only his pointing finger being erected upwards. He brought his gaze over to a small tray being levitated to his left, a small number of items resting on the tray. Twilight’s eyes grew wide once the items appeared in the light.

“No…” she whimpered. “Oh…no…”

“Oh…yes,” Shockwave responded, bringing his eye over to the tray of items. “We’ve learned from our past mistakes, your highness, and we’ve even prepared for what this world had in store. Your Rainbow Power, for instance, is the most powerful existent force this world has ever witnessed. It’s a true shame that it cannot be performed unless all bearers are present.”

Shockwave gripped the tray to his left and pushed it outwards in front of him. With his right palm, Shockwave levitated the four items resting on the tray to be floating right in front of the Alicorn. Twilight recognized two of the items. The other two were a complete mystery.

The ones she recognized was the unmistakable Matrix of Leadership, the symbol of Optimus Prime’s power and a remnant of the core of Cybertron itself. The other was the Crystal Heart trapped in what appeared to be metal sphere, its glowing blue light emanating from the hole in the front.

The other two…

One was almost as identical to the metal sphere the Crystal Heart was trapped inside, except it was glowing bright orange on the top and bottom. The last item…was the most strange.

It looked just like the Matrix of Leadership, but had a feeling of darkness and foreboding that Twilight had never felt before in her breaking heart. It was light silver with a hint of glowing purple in its core. A dark mist floated off from the object, some of it actually trying to reach Twilight. The Alicorn struggled in her chains, but the mist never touched her. It sat there in mid-air, illuminating the darkness with its own.

She could hear Shockwave’s voice, but she dared not take her eyes off the relics floating in front of her.

“The Crystal Heart… This powerful relic was responsible for upsetting the Space Bridge portal, as well as wiping out over a billion Decepticon lives. With this in our possession, it will be used as an excellent power source…a replacement spark, if you will.”

Shockwave levitated the next two items in front of him. “Optimus Prime’s Matrix was acquired years earlier back on Cybertron. In our possession, we can be certain that it will not interfere with our true intentions,” he explained, turning his head over to the next item. “Prime’s T-cog. We have the replacement spark, the Crystal Heart, and with this powerful relic we hold the final component needed to fulfill our plan.”

The three relics slowly descended back onto the tray, leaving only one floating in front of Shockwave’s chest. Twilight’s eyes bugged out of her skull, her chest heaving and out. Shockwave brought his right hand forward, letting the last relic fall gently into his palm.

“Allow me to introduce…the Dark Spark.”

Twilight gulped down whatever saliva she had left.

Shockwave continued. The purple mist floated off the object as his purple eye lit up with every word. “The antithesis to the Matrix of Leadership and the weapon that will be this world’s destruction, the Dark Spark has the power to reshape the universe at one’s command. With this weapon, this…devastating weapon, we’ll suck this planet dry of energy in seconds and restore Cybertron. However, this can only be accomplished by those worthy enough to wield its true strength…and I am not that being.”




“You lied… After everything I’ve done for you and this is thanks I get?! That Dark Spark you hold was lost in billions of pieces of Cybertronian metal, and I was the one who scrounged in the rust and scavenged it! For you!”

Shockwave paid little heed to the Decepticon Commander completely at his mercy, his attention all too drawn to his table littered with surgical devices. After several more seconds followed by several more shouts and curses, Shockwave finally turned back, a special device in his right palm.

“I truly am sorry…Switchblade…but Cybertron’s future comes first before all of my fellow brothers,” Shockwave explained, moving closer and closer to the squirming Decepticon. The chains that held him down rattled in protest, but the Decepticon was not freed.

Shockwave stopped in front of him, the device geared towards Switchblade’s chest. The Decepticon’s optics grew wide with fear.

“You have served your purpose rather…logically.”

The device was jammed forward, a searing cut followed by countless cycles of screaming.

Screaming…

Then nothing.

Nothing but hours of pure, flowing Energon.




Shockwave’s purple eye lit back up, returning to reality. He allowed the Dark Spark to float down to join the other three relics on the tray. Shockwave lifted up his head, noticing the horrified expression etched on Twilight’s face. Sadly, Shockwave couldn’t smile.

“What do you mean you’re not that being?” Twilight managed to squeak out, her entire body shivering. The chains rattled alongside her body’s movements, yet she still forced herself to speak over them. “And…w-what do you th-think Noctune will do when he finds out that you’re trying to destroy Equis?”

“Noctune will never find out of the Decepticons’ true plan. He was but a pawn and nothing more, a simple sacrificial aid in our cause,” Shockwave explained, turning around to face the three Insecticons. They all looked to their leader for assurance, for guidance. Shockwave nodded once.

With that, the Insecticons laid out the floating table to allow two large cables to fall from the dark ceiling and attach themselves to the table sides. The cables were instantly thrust back towards the far-off wall, bringing the table with it to be standing straight up. Twilight’s head followed it the entire time.

Not a piece fell off from the table. From its position earlier, Twilight couldn’t make up what the large and bulky objects were jutting out from it. Now…from its position hanging off the wall…it gave an all new form.

A body…

Legs…

An arm or two…

And a head.

“I may not be that being, Princess Twilight,” Shockwave’s voice finally returned, bringing the Alicorn’s attention back to it. She continued to shiver, her eyes growing wild and fresh sweat pouring from her forehead.

Shockwave turned to stare at her, his lonesome optic gazing into the fear in her eyes.

“But he existed before…he wielded it before…and I was there to see him use it. Without Prime’s Matrix, there isn’t a way for him to save this planet. With the Dark Spark, we can ensure that no power on this planet can stop us. With Prime’s T-cog and the Crystal Heart in my possession, I have the final components for reviving my true master.”

The lights flickered on, revealing what was on the table the Insecticons brought in.

“Behold…Galvatron.”

Twilight’s screams were heard throughout the Nemesis.









He backed away from the door, having heard all he needed to. He didn’t need the princess’ screams to assault his eardrums anymore. He had what he came for, even discovering something far grimmer than he could’ve imagined.

What he heard… Every single word.

Betrayal.

Extinction.

Shockwave.

Noctune slowly began to smile, yet there was murder ripe in his eyes.

“Son of a bitch.”


	
		
		
> Chapter 69-Tame
> --------------------------------------------------------------------------



A group of six Decepticon mini-drones scouted the edges of the Everfree Forest. Their blue scanners raced across the dirt and trees, searching for the disturbance they were warned of earlier from command. 

One drone stopped, the other five continued on the tree lines. 

The single drone faced the Everfree Forest, its blue scanner observing the nearest foliage. The scanner remained blue after a few more seconds of searching. No disturbances. No hostiles.

It flew off.

Optimus Prime emerged from the bundle of trees he hid behind.

It was a brutal journey across the landscape, lasting several hours. Optimus used whatever skills he had to avoid any and all contact with either Decepticon or Alliance forces. In fact, he did his best to remain hidden and stick to any bit of forest he could find when traveling to Ponyville. He still had a price over his head, so reaching any settlement for sanctuary was definitely off of Prime’s list of ideas.

Prime didn’t actually reach Ponyville, but he could still see it within the darkness that the Everfree consumed him in. Like all the other oppressed settlements across the country, Ponyville was just another example of the Decepticons’ and Alliance’s brutality. Watchtowers lined the outskirts of the village with spotlights constantly surveying the area. Decepticon drones filled the skies, searching, hunting.

Optimus was relieved to already have reached his destination: the Everfree Forest.

Now…it was time to see if his memory betrayed him again.

Optimus observed the forest far closer now than when he first entered it. His optics slowly shut on their own, his mind replaying the events so long ago…his moment with a friend. 

“Sometimes it’s better to be kind than to be harmful or assertive. I’ve learned that lesson many times over the years, but I think I truly understood its meaning when you showed it to me, Optimus.”

“Fluttershy…” Optimus muttered, slowly opening his glowing, blue eyes. He looked over the area he was in once more. It was so dark, so hidden in twisted vines and large tree trunks. Through it all, through all the darkness that clouded the forest floor, Prime could see it.

He remembered.

He could see light deeper inside the Everfree.

Optimus Prime flexed his fingers in and out. It was time. As quietly as he could, the last Prime rose his mighty foot forward and approached the light within the dark void. His giant footsteps blocked out all other sound…including the five pairs of hooves trailing behind him.

As the mighty Prime pushed aside two tree limbs blocking his path, he finally entered the open grass field he was accustomed to before. He continued onwards, ignoring the metal scraps that littered the field. Optimus stopped when he was certain he was in the middle of the field, his head facing the dark end of the foliage.

It was several seconds too long and Prime still did nothing.

Rainbow Dash pushed aside a large leaf in her vision. She frowned to see that Optimus remained as still as a statue, his back facing them. She scoffed, blew a quiet raspberry, and fell back onto her haunches.

“This is getting pretty boring,” she whispered, keenly remembering to keep her voice low, especially since they were in Decepticon territory and not in the safe confines of the Manehattan sewers. She peered through the leaves once more, frowning. “Why do you think Optimus came all the way out here, to admire the scenery?”

Rarity jammed her hoof none too gently into Rainbow’s shoulder, whispering, “Honestly, Rainbow Dash, you must learn to have some patience.”

Rainbow flared out her wings, already butting her forehead against Rarity’s. She hissed, “Oh, and staying cramped up in the smelly sewers for a month wasn’t patience enough, little Miss ‘Complain About Everything’? I remember you crying about the ‘horrid’ conditions you were forced to live in for the first two weeks, so don’t you ever try and tell me to be patient!”

Rarity gasped silently. “How dare-!”

The two bickering mares were both silenced by the rest of their friends shushing them. All but Fluttershy and Spike, the two keeping their eyes locked on Optimus and whatever movement he made, Applejack and Pinkie Pie sent daggers towards Dash and Rarity.

“Do you two want ta get us killed?” Applejack whispered sharply. “Because if ya keep it up, it won’t be long before them drone things come flyin’ in an’ shootin’ at us. So, Rarity…”

The unicorn’s eyes grew wide.

“Shut yer prestigious little mouth before I shut it for ya.”

Rainbow Dash stuck her tongue out at Rarity.

“An’ Dash…if ya don’t shut yer face then Ah’ll be sure to fill it dirt. We got plenty o’ that around here.”

Rainbow’s jaw dropped. Rarity returned the favor by sticking her own tongue out at the Pegasus. However, Dash wasn’t finished and flew up right next to Applejack to explain herself. This solved nothing, only furthering the argument more than it needed to go.

“Girls…” Fluttershy began, her voice completely lost amongst the group’s quiet argument. 

Both hers and Spike’s eyes grew wide.

Optimus began to move.

With his fists clenched as tight as possible, the last Prime stared at the dark entrances that led directly towards him, leaving him open for attack. They could try it. They could try to attack him anytime they wanted. As for now, Optimus didn’t care if he alerted the enemy. He was going to get the enemy’s attention one way or another…no matter what he did.

He needed this…

Equestria needed this…

Freedom needed this.

What were their names again…? Of course…thank you once again, Twilight.

Prime reared his head back, bellowing at the top of his voice, “COME OUT HERE, GRIMLOCK!”

The power of Prime’s voice sent the entire forest into chaos. Roars echoed Optimus’ scream, trees quivered, and birds of all species took to the skies in clear panic. And then it was silent. It was silent for far too long. 

Spike managed a quick gulp before falling into silence. Sitting on Pinkie’s back just high enough to see over the bush, he was given a clear view of Optimus Prime standing alone in the open field, his body seeming to be on constant alert.

Optimus waited. Nothing much was heard after he openly proclaimed his presence in the Everfree Forest. He half-expected Decepticon drones to flyby any second to search for the disturbance he created. If so, then the fight he expected was sure to follow. If not…

Well, Prime was relieved to finally be right for once…

…because a pterodactyl flew down and nearly bit his head off.

Several, unified gasps erupted from the bushes. Prime could hear it, but he paid little to no attention. He was far too preoccupied with the situation he got himself into. 

Optimus quickly rolled to the right, rising back up to his two feet to watch the beast stride upwards into the air, releasing a massive screech. Prime watched it with narrow eyes, readying every bit of him for the oncoming fight. However, the beast did not strike again. It flew down and landed softly on a very large tree branch. It watched the last Prime from above, waiting, stalking with its head tilted.

“Swoop…” Optimus muttered. His voice quickly died when a large rumbling echoed through the tree lines. 

Every eye turned to the direction of the disturbance. Spike grabbed a handful of Pinkie’s mane, holding onto it as every tense second passed on by. The five mares and baby dragon sat in shocked silence as the forest continued to rumble. It wasn’t long before the stegosaurus rushed out from the trees, knocking them down as he did so.

“Snarl…” Prime whispered to himself. The Dinobot clawed at the dirt, its glowing red eyes sending daggers to the standing Autobot in the center of field.

The ground still shook.

Even though Snarl was out in the open, the ground still sent off more tremors by the second. Everypony looked at each other quizzically, Spike being the only one to actually turn around.

“Look out!” he screamed at the top of his lungs.

Pinkie, Rarity, Applejack, Rainbow, and Fluttershy all spun around according to Spike’s warning. Each of their eyes grew to the size of dinner plates, their jaws falling in unison. 

Through the dark trees and hanging vines, a massive, stampeding triceratops was headed right for them…and it had no intention of stopping.

The ponies all awakened from their stupor and dipped to the sides, allowing the triceratops to burst right through their hiding spot and out into the open. Optimus spun around almost instantly, finding himself staring down the eyes of an angry triceratops. It growled at him, showcasing its horns for possible intimidation.

“Slug…” Optimus stated simply, clenching his fists tighter and tighter.

And then it came.

The roar Optimus was expecting.

It was powerful, full of anger, and filled the air to scare off anyone foolish enough to even try and enter into its territory. That gave Optimus little hope; hope that any Decepticon surveillance drone would leave the area quickly. The fear the roar hoped to create, however, was something Optimus could not offer.

Prime stood his ground, his eyes relaxing on the portion of the tree lines the roar came from. 

A stomping soon followed.

The five ponies slowly rose up from the dirt and shattered tree limbs, moaning as they did so. Spike pushed a branch off of him, suddenly noticing that Slug’s path completely shattered their hiding spot. They were in the open now, roughly fifty yards away from Slug and a hundred yards from Optimus.

And even then they watched on.

Even then they did nothing to help.

Even then they stared in awe.

The tyrannosaurus rex entered the grassy field, roaring into the air.

Rainbow Dash lost her breath.

There he was. It was really him. Grimlock, the leader of the Dinobots with his ferocious pack of fighters had the Prime surrounded. Optimus Prime narrowed his optics, walking slowly back and forth to observe the situation. He was indeed surrounded.

Swoop eyed Prime’s backside, ready for takeoff at any given moment if Optimus decided to flee backwards. Snarl had Optimus’ left and Slug had his right, blocking off those two exits. Finally, Grimlock stood in front of Prime, steam escaping his metal jaws as his burning red eyes glared hatefully at the intruder.

He had no escape.

He didn’t need to escape.

Optimus glared right on back at the Dinobot leader, his eyes almost as strong as the Dinobot’s…if not barely stronger, or more willing.

The five ponies watched on in silence. Their breaths were short, quiet, not wanting to miss a second of what was about to transpire. Rainbow Dash’s wings were already spread out, ready to take action if Prime needed aid. Rarity’s horn began to glow…

She felt a hand rest on her shoulder.

“No…” Spike whispered into the unicorn’s ear, prompting her to slowly turn her head back. The baby dragon eyed Optimus with every free second he could acquire. He stood silently, staring into the eyes of a beast ready to rip him to shreds if he so much as made a wrong move. But he stood there anyway, as brave as he was.

Now he understood what Optimus was doing.

A new army…

Spike nodded, keeping his eyes locked onto the Prime. 

“He wanted to do it on his own…so let him.”

Rarity’s horn slowly began to dim. She and the rest of her friends sat silently in the crushed branches and leaves, watching, waiting, expecting. Spike sat back, the leaves crunching beneath him. He stared at the last Prime, his heart beating rapidly.

Come on, Optimus. Show them who you really are.

For moments on end the two titans stared each down. One was thinking just how tasty red and blue metal may have been, and the other contemplating his foe. Just like Twilight’s stories she told during their late-night chatting sessions, Grimlock was the most hot-headed out of all the Autobots. He could easily bring down almost any foe that stood in his way, no matter the size, no matter the strength.

But Grimlock was still an Autobot. Even though he doesn’t remember who he is or who Optimus was, he was still an Autobot deep inside and he needed to be reminded of that. All Autobots needed a leader, and Optimus was that leader…he just needed to prove it once and for all.

Thank Twilight he wasn’t that bright, either.

“Grimlock,” Optimus began loudly, earning several unified growls from the others. The said Dinobot narrowed his burning optics, silently growling when he knew the voice was directed towards him. Prime continued, pointing out to the rest of the world behind him.

“There is a war soon to befall this world, and it will consume all life until it is no more! This planet’s race has no chance of winning without your aid. I order you and your Dinobots, as your leader, to join us and ignite the revolution for the freedom of Equestria’s citizens!”

The other Dinobots looked to one another before all turning to the largest amongst them. 

Grimlock’s optics narrowed only slightly and his hind legs began to fall lower, as if he was preparing to pounce any second. Yet he remained still and silent, hot steam erupting from his jaws whenever he would release a breath. 

The forest was silent. The two titans refused to break eye contact with one another.

Optimus was the first to break the silence in two.

“I know you can understand me…and I know you can talk,” Prime muttered loud enough for even the five mares and baby dragon to hear.

Grimlock shook his head rapidly, sending a short growl Prime’s way.

He surprised even the other Dinobots when he spoke.

“I am slave to no one!” he roared, his massive jaw moving up and down with each word sent to Prime. The ponies all gasped, making sure to keep it silent to remain hidden. Grimlock continued, taking a few steps closer to Optimus, ultimately causing the forest floor to shake.

“You made a mistake coming here again. Leave this place before I rip you apart,” the Dinobot threatened, adding a vicious growl to the said threat. His anger only increased when Prime shook his head in defiance. Grimlock growled once more, his tail swaying back and forth.

Optimus stood his ground despite knowing that the two Dinobots to his left and right were closing in, followed by Grimlock in front of him. He expected this. Optimus knew it wasn’t going to be ease, in all honesty he imagined to be burnt into a pile of melting metal at this point. Surprisingly, he was still alive, and his purpose was not yet over.

He slowly began to close his optics, blocking out the roars and screeches from the Dinobots surrounding him. Optimus Prime clenched his right fist as tight as he could. 

He remembered everything, all the lessons that Drift taught him in the sewers. Everything.

Every bit of you, including weaponry, is commanded only by the bot willing to take it.

You control yourself.

Control…

It’s about control…

Now…reveal your blade to me.

Optimus’ optics shot open, almost as fast as the staff that appeared in his right hand. He swung the staff outwards, allowing the rest of the blade to transform and rest into Prime’s hands. Grimlock and the other Dinobots roared in retaliation, taking a few steps back.

In the broken branches, Rainbow Dash flashed a tiny grin. Rarity would be lying if she didn’t have one as well.

“The most noble of weapons…the sword,” Optimus stated firmly, gripping the handle of the deadly blade with both hands. His optics shot from his sword over Grimlock, who appeared to be agitated by Prime’s sudden action. The Dinobot’s optics burned just as much as his own. 

Optimus jammed the end of his blade into the grass. “I’m not leaving here without my friends,” the last Prime announced, refusing to move from his spot. He looked Grimlock dead in the eye as he did so. Grimlock didn’t like that.

Oh, he did not like that.

It was actually trying to challenge him…in his territory…threatening to bring him to slavery.

It could try.

“Friends?” Grimlock questioned, his voice growing lower and more hateful. “We are not your friends! You dare threaten to make me your slave, refuse to leave my territory, and now you proclaim that we’re your friends?! You have only embarked on a quest of your own destruction!”

Grimlock stomped forward, releasing a massive torrent of flames from his jaws. The ponies shrieked from the crushed foliage.

He closed his mouth, stopping the fire. A heavy amount of steam escaped his jaws once it reopened. Grimlock clawed at the dirt, eyeing his enemy stand before him. His claws tightened, his optics narrowed, and his roars of anger were uncontainable. 

“Now…you BURN!”

Grimlock charged Prime.

And yet he still didn’t move.

“Optimus! Get outta there!” Rainbow Dash shouted.

The rest of her friends followed her lead, Applejack and Rarity included. They didn’t even consider remaining silent anymore. Maybe it was because they were soon to be discovered anyway. Maybe it was because their friend was soon to be mauled by the fearsome Dinobot charging right for them. Maybe they just simply had enough.

That was it.

Rainbow Dash spread out her wings, fully intent with ramming her own body against Grimlock’s face. She stopped…and found no need. Her jaw dropped. It simply dropped. She couldn’t even gasp.

Prime stood his ground, feeling that same ground constantly erupt with Grimlock’s charge heading for him as the seconds ticked away, refusing to slow down. He watched the beast come for him, sadistically growling with every raging step closer he got to Prime.

He breathed in.

He breathed out.

Optimus stared down onto his blade. He ripped it out of the grass, his optics landing on his own reflection, on the Autobot insignia on his shoulder. It still shined red, never flickering, never going dark. It was always there with him…from beginning …to end.

He looked passed the blade’s reflection and onto the fearsome Dinobot charging his way, his head low to the ground. There it was. The dark Autobot symbol was still there atop the beast’s head.

All the fear seemed to vanish right then, and a newfound strength appeared. He could feel it soar through his circuits, giving the Prime all the strength he needed for what lied ahead. Optimus gripped his sword’s handle with only one hand, his right hand.

Grimlock raged on, releasing a deadly battle cry. He was fifty feet away and closing in.

And yet Optimus was not afraid. Sometimes…a leader needed to do what was right. For his friends, for the world, for his family…Optimus would not be afraid. Optimus…would lead.

Optimus Prime let out a deadly battle cry of his own.

That’s when the two warriors struck…

Both warriors were shocked when Prime jammed his sword into Grimlock’s chest, lifting him up over his head with incredible strength and smashing the Dinobot headfirst into the grass.


	


	
> Chapter 70-Battle Cry
> --------------------------------------------------------------------------


“Well buck me sideways.”

Rainbow Dash’s comment was neither acknowledged nor present. If anything, the Pegasus breathed the comment to herself, simply amazed at the scene before her and her friends. And after that comment, nothing else. She sat silently and watched Prime decimate the Dinobots one by one.

Grimlock roared in a mixture of agony and hatred. It wasn’t the blade stabbed into his chest or the fact that he landed face first into the dirt. It was because he was bested so easily by something so much more insignificant to him. 

Never again.

After struggling to find his footing, the Dinobot growled and clawed his way back upwards. His fiery optics captured the intruder now wielding a shield alongside the blade he ripped out of his chest. He found the earth against his feet. Grimlock roared and charged again.

“Cease this behavior, brother! Recognize your leader!” Optimus shouted, anticipating Grimlock’s next move.

The beast went in for a chomp at Prime’s head, but Optimus ducked to the right side almost as fast. With Grimlock’s head low to the ground, almost bewildered at the sight of nothing but grass and not Prime’s corpse, Optimus jumped as high as his limits could reach. He dug the end of his sword into Grimlock’s neck, eliciting a painful screech from the robotic dinosaur.

He was atop of him. 

Grimlock immediately went wild.

He shook his head side to side, only causing Prime’s sword to dig deeper into his neck. Grimlock roared and screeched in rage, blowing endless flames from his open jaws onto the grass fields, burning it all. The five mares and one dragon had to cover their eyes from the bright fire. They could still hear the fight, the fight that determined their freedom.

With the intruder still latched onto the neck of their pack superior, Swoop acted quickly knowing that he would not last much longer on his own. He spread his wings and leapt from the tree branch, flying downwards and smacking the intruder right across the forehead with his wing.

The mares cringed at the sight. Spike chewed on his claws.

Optimus tumbled around, flipping large pieces of earth and grass about as he did so. Finally, he managed to plant his feet down and come to a screeching halt. He only had a few seconds to bring his head up and react.

Even that wasn’t much time.

Optimus barely dodged the stegosaurus rampaging his way, its wicked tail nearly impaling him as it ran on by. The Prime sent one glance towards the beast’s way, noticing how it skidded into the grass and began to slowly turn around. A roar quickly got his attention, and Optimus made the mistake of not watching his surroundings.

The triceratops was already on top of him.

“Optimus!” a shrill cry screamed from the forest lines

The last Prime grunted in a mixture of pain and forcefulness. He had to drop his sword and shield for the next part, because the triceratops was still pushing against him with all its strength. 

Optimus fought back. He made his statement by planting his feet in the grass, causing them both to slow down. He reached upwards and gripped the horns atop Slug’s head. He even dared to look the beast in the eyes as he did so.

Slug roared. Optimus shouted in anger and pushed the Dinobot aside, allowing it to ram its head into the nearest set of trees, lodging the horns deep inside their trunks. 

“I do not wish to fight you all anymore,” Optimus pleaded, already noticing the stegosaurus preparing itself for another charge. “End this madness! You know this isn’t right!”

Snarl growled and ran for him, fully intending on not missing the intruder’s head this time.

There was another roar.

Optimus gave a sidelong glance to his right. Grimlock was right behind him, charging him.

Optimus dipped to the side.

In that instant, Snarl forced himself to stop, but he was already going too fast to enact such an action. The stegosaurus ran right into Grimlock’s front leg, creating a satisfying slam of metal against metal and a painful roar from the tyrannosaurus. Both Dinobots went tumbling down in a matter of seconds, sending a tremor throughout the Everfree.

“Woohoo! That a boy, Prime! Show ‘em who’s leader!” a congratulatory shout bellowed from the foliage. Optimus recognized the scratchy tone, but had little time to realize who had followed him and disobeyed his orders. He was still under attack. He was still on a mission.

The pterodactyl came down for another strike.

This time Prime was ready.

Swoop fired something from his beak, something Prime reacted to faster than he could have previously. He lunged to the side, feeling the heat of the blast from Swoop’s attack erupt behind him. Optimus spun around from his position on the grass, noticing the entire area he once stood was incinerated. Dark grass, beads of red still burning the tips.

Optimus got back up. Swoop screeched and flew right for him.

Spike ran out of claws to chew on, so he reached forward and started nibbling on Fluttershy’s hoof.

Just as the two were about to strike, Optimus reached the unreachable. He dipped to the side at the last second and grabbed Swoop’s left wing with both hands. The pterodactyl screeched in protest, but was ultimately no match for what came next. Prime spun the beast around once, twice, three times to gain momentum…and then threw him.

Swoop lost control at that point and flew face first into a bundle of trees, bringing them all down on top of him.

Multiple cheers erupted from the same foliage again. Optimus paid the spectators no heed, despite knowing who they were. He instead brought his attention over to his sword and shield lying on the grass several yards away, scattered from his previous assault enacted by Slug.

Prime ran forward and scooped up his items, his sword in his right and his shield in his left.

“Optimus, look out!”

Grimlock’s tail sent Prime flying.

He tumbled and flew like a ragdoll, sending bits of metal from himself to and fro across the landscape. In his wrecked state, Optimus still came to a halt at the forest’s edge. Energon leaked from numerous gashes and cuts sprawled across his form. His body twitched, sending sparks across the scorched earth. His breathing was ragged, his broken chest heaving in and out with bits of dirt and grass falling from him.

Optimus Prime lifted up his shield with his sword hanging over his head, battle ready with murder ripe in his optics.

“Come here!” Prime screamed in a tone for more threatening than anything the mares had ever heard before. 

All eyes from the collapsed foliage shifted to the only Dinobot still standing.

Grimlock’s optics narrowed on the intruder so willing to fight on, so willing to die just to bring him down to slavery…because he was his friend? Grimlock growled quietly. “You’re brave for coming to challenge me in my territory. You’re brave…but you’re a fool. You stand no chance! Give up now and I’ll let you retreat with your life!”

Optimus’ optics narrowed on the brother so willing to kill him, so willing to deny any truth Optimus spoke of him. Why did he stay in this forest wasting his own body for some beast with amnesia? Why did he continue to fight for a cause with no chance of winning? Why didn’t he just…give up…like so many others have?

Faith is what makes everything worth fighting for.





Spike...

Optimus Prime gripped the handle on his sword.

“I’ve constantly retreated throughout the darkness of the short life I have lived. In that path I’ve followed, I’ve hurt so many, caused so much grief, so much pain…that the world suffered for it. From here…I will never surrender, I will never back down, and I will never retreat from my faith in freedom!”

Grimlock clawed at the dirt, his optics burning red.

“Wrong answer.”

He covered the last Prime in a burning death.

There was no feeling at first. The five mares all gasped in unified terror. Those gasps changed to shrieks, then to whimpers, then to cries. Rainbow Dash shook her head back and forth, stamping her hoof in the crushed leaves and branches and constantly muttering words of denial. Rarity covered her mouth, concealing anymore cries…but unsuccessful in concealing the tears. Pinkie Pie slowly shrunk down, her hind legs giving out as tears began to swell her eyelids. Applejack simply sat there, mouth agape and one lone tear falling from her right eye.

Fluttershy let loose one final cry before falling back and resting her head in Spike’s chest, whimpering silently as the dragon patted her on the back. All the while, the dragon kept his eyes locked on the scene.

The flames completely destroyed the area Prime once stood, the rising ash filling the sky with death and darkness. Grimlock turned his whole body around, roaring in victory to the heavens.

No…it wasn’t supposed to be like this. Optimus was supposed to come back. He’d said he would he come back! He swore he would come-!

Two blue lights emerged in the raging fire. 

A being of red and blue leapt from the burning cinders, screaming its battle cry with a burning red shield and sword. 

Spike’s open frown of despair changed into a look of glee.

Fluttershy gasped, her tears dissipating instantly.

The others followed her lead…and they cheered for him.

Grimlock instantly ceased his victory celebration when he felt the same pain rip his neck apart. He reared forward, his legs nearly giving out. In that moment, Grimlock looked back, his red optic connecting with Optimus Prime’s blue optics. He saw the anger, the power, and the strength in those blue optics. It was a strength Grimlock had never witnessed, had never encountered.

And he had no power over it.

He let loose several more piercing cries and roars, slashing his head about to get the Prime away from him. He stumbled across the forest floor, sending tremors and flames to dance across the grassland. And even then, even with all of his willpower and brutal ferocity…he could not win. 

Grimlock felt the pain leave. He looked up, noticing that the Prime was hovering right above him…and coming straight back down.

The cringe-worthy expressions from the equines were not directed towards Optimus this time around.

When he came throttling downwards, Optimus sent the bottom of his shield directly on Grimlock’s head, right over his Autobot insignia. A sickening sound resonated throughout the forest. The force of the blow, the strength from Prime brought Grimlock down to the earth in a painful wreckage of metal and dust.

The dust blocked out the view for Applejack and the gang…but they could still hear it. Moans of pain from the Dinobot commander, heavy breathing from the last Prime, and Cybertronian metal straining against itself painted the whole picture.

Once the dust cleared, the ponies and dragon watched on as Grimlock lifted his head from the dirt, only to be brought back down when Optimus Prime emerged from atop of Grimlock’s back. The Dinobot moaned in pain, but did not resist any longer. He had reached his limits. He had been bested by a warrior far more capable than he.

He…lost.

From atop, the Dinobot could hear the warrior speak.

Optimus Prime pulled out his sword, burn marks stretched across his armor and cuts painted across his legs. Yet he still stood proud, strong, in victory. 

And in that victory…he could finally claim what he had been searching for.

Optimus stared at the cracked Autobot symbol resting on Grimlock’s forehead.

His brother.

“You fight…only for us now, Grimlock,” Optimus Prime began, weariness creeping into his vocal modulators. Slowly, ever so slowly, Optimus Prime sat down on Grimlock’s neck, resting his hand on the symbol gracing the Dinobot’s forehead. 

“You are an Autobot…my brother.”

Grimlock’s optics dimmed down. He blew steam from his slightly parted jaw onto the torn grass field, but that was all. No flames, no retaliation, no fight. 

You are an Autobot…

…my brother.

“Auto…bot,” Grimlock mumbled. 

He could feel the warrior…his leader adjust to a sitting position from his neck. Grimlock did not fight back. He felt his leader push upwards. Grimlock obeyed and began to stand.

The ash fell around them like rain, or pieces of confetti thrown from grateful ponies back in Canterlot after one of their astounding victories to save Equestria. It wasn’t their victory…yet…but it was someone else’s. Their friend…Optimus Prime…had achieved the unachievable, beaten the impossible, broken the boundaries, and reached the goal.

Applejack, Fluttershy, Pinkie Pie, Rarity, Rainbow Dash, and Spike all stepped away from the safe haven of shattered tree limbs and into the open. They felt no fear when the other Dinobots approached from the sides. Their attention seemed to be elsewhere…in fact, it seemed to be in the exact place the equines were looking.

The five ponies, one baby dragon, and three Dinobots all stared in absolute awe of the spectacle before them. Optimus Prime, their friend, their intruder, began to rise…as did the monster of the Everfree.

They rose together…united.

“Wow…” was all that Spike could muster, his eyes growing wider by the second.

No other words were needed. The five mares all felt the same.

Optimus Prime, instead of being angry with the ponies for disobeying him, acknowledged their presence for this first time. From his height rising by the second, Optimus Prime nodded to them, to his friends, for always being there for him. He caught Spike’s stare, sending one of his own to the brave, brave dragon.

Like a hero from one of Spike’s comic books, Optimus Prime pointed his sword in the air and spoke to them, not just to his equine friends…but his brothers. His family.

“The time has come, my brothers, for our rise to glory. The Decepticons will never end their reign amongst the ponies of Equestria…unless there are heroes willing to take a stand and fight for the truth. We are those heroes, my brothers! We will take a stand! We will show our aggressors that we will not be beaten down so easily! Today, my Autobots, we fight together…for the freedom of this world, for the freedom of ponykind!”

Optimus Prime leaned back. Grimlock sent a torrent of flames from his jaws to the sky.

Spike smiled.

“Autobots, roll out!”



	



> Chapter 71-A New Army
> --------------------------------------------------------------------------



A beast of flame and metal burst through the tree lines, stampeding down the mountain towards its target. It sent a tremendous roar across the landscape, frightening all who dared stand in its way. It could see the massive city dead ahead, and the bridge that led straight into it.

“Forward, Dinobots! To Manehattan!” Optimus Prime ordered, his sword jutted outwards.

Appearing from behind the great Dinobot commander and the Autobot leader riding him were three other beasts of mechanized horror. They flew down the mountain at breakneck speeds, fire and steam erupting from their mouths like steam engines put on throttle. 

Slug dug his horns deep, growling the entire trip down the mountain towards the bridge.

Pinkie Pie and Applejack did all they could to hang on for dear life.

Snarl kicked up a plentiful of dirt and grass through his trail, not minding to tear apart several homes of woodland creatures along the way.

Fluttershy was horrified by such acts, but couldn’t argue and instead paid more attention to holding on to one of Snarl’s many outstretched spines, Rarity doing the same.

Swoop released a wicked screech into the near-afternoon sunlight, his path greatly ahead of the rest of his fellow Dinobots.

Spike screamed the entire time, gripping his claws around Swoop’s neck.





The five friends smiled to one another, the burning ashes of the Everfree falling across their gazes to join the scorched grass beneath their hooves. They turned to face Optimus Prime riding on the back of the powerful Grimlock once more, only to have their smiles instantly removed.

Slug was running right for them. Snarl as well.

They all flinched back in horror, preparing themselves for the pain of a thousand pounds of pressure and speed to run them over. But they felt nothing. Well, nothing except a few pounds of dirt landing on them.

Rarity was the first to open her brilliant blue eyes, only to shriek in horror at the dirt in her mane. She was instantly silenced by Applejack’s dirty hoof being pushed over her muzzle. Spike was the one to act first, for he was the one actually having the courage to stare at them.

The two Dinobots stood in front of the group, growling, eyes burning, steam erupting, but not fighting. Not killing. 

“Dinobots…” Optimus Prime called out, bringing the attention of everyone below him. The two Dinobots looked up, passed Grimlock and optics locked with that of their superior.

Optimus pointed his sword to them. “We need these civilians safely transported back to the resistance headquarters.”

Slug and Snarl both growled silently, turning their heads back to the five terrified ponies. The baby dragon stood in front amongst the group. 

Spike and the others watched as they all did something nopony could’ve guessed.

They bowed. 

And then the rest was all too fast.

Slug approached first, digging his head into the ground and scooping up both Pinkie Pie and Applejack. The two Earth ponies screamed in surprise, but were both utterly amazed when the Dinobot flung them into the air and had them land safely and securely on his back.

Snarl acted the same, scooping up the terrified Fluttershy and shrieking Rarity with his forehead and launching them back to land right in-between his spines. They stopped their sputtering when they noticed where they were, smiling to one another.

Spike watched with a growing grin, but that instantly faded when he heard a screech behind him.

The baby dragon spun around, his eyes growing wide. He didn’t have enough time to scream when Swoop flew down and plucked him off the earth with his talons. Swoop then proceeded to fling the baby dragon in mid-air, having the flailing creature land right on his back. 

Rainbow Dash witnessed the others get taken, but not her. She grinned madly, spreading her wings with determined eyes landing on Optimus and Grimlock.

Optimus noticed her rather quickly.

He nodded only once.

She took off to the skies.

And Optimus led the way.




The beating of her wings was all that the cyan Pegasus could hear, only for that to be soon drowned out by Grimlock’s roars echoing across the landscape. It’s been so long since she’s heard that roar. It’s been so long since she’s flown like she was doing now.

They both felt so good.

With one glance, Rainbow Dash sent a smirk Prime’s way as she trailed right up beside the Autobot leader and raging Dinobot. Optimus turned his head her way, nodding only once.

Rainbow Dash faced the mountain side again, her smile growing. Manehattan was approaching by the second, and Optimus had the army Spike had been talking about the entire trip. She could see the roadblock coming up ahead. Swoop led the way, sending a fireball right into the Alliance troopers guarding it.

Slug rammed the charred Alliance tanks aside, clearing a path for all the Dinobots to continue their advance into the city. Rainbow Dash grinned.

Time to take back what's ours.




Hunched over, hidden in the shadows, a lone bird sat silently from a tree that luckily wasn’t destroyed from the Dinobots’ rampage. Its yellow visor burned as it locked on to the eleven figures rushing straight for the Decepticons’ eastern settlement.

Four of them were the Dinobots, alive.

Five of them were the Element Bearers, alive.

One was Spike, Twilight’s dragon slave.

And the last one was Optimus Prime…

Laserbeak spread his wings, his boosters launching him off the tree branch. He flew all the way back to Canterlot, a brand new recording with him to show to his master.










Manehattan



“Wake up, Equestria! What protection have the Alliance brought us?! Nothing! What truth has Shockwave given us?! None! They’re in our land, holding us against our will and constantly breaking us down as the days tick away!”

An uproar from the crowd of Manehattan citizens followed. The lone unicorn stallion puffed out his chest, pointing his hoof behind him.

“I say we take back what’s ours! These Decepticons can’t hold all of us! This is our city, not theirs! Now…who’s with me?!” 

The crowd of ponies exploded into ferocious cries. They stuck their hooves into the air, some even reaching down to scoop up stones and rubble scattered across the cement. The unicorn stepped forward, reaching down to pick up his own rock.

The stallion narrowed his eyes on the Alliance weapons cache, guarded by two watch towers and numerous Decepticon troopers and drones. Barbed wire lined the towers where two Decepticons patrolled silently, ignoring the crowd headed their way. That didn’t stop them. That didn’t stop any of them.

He was the first to throw the rock. It hit the side of the Decepticon soldier’s head. 

Instantly, the trooper turned to face the road, noticing the group of ponies charging right for him. He silently mumbled, whipping out his assault rifle.

“Stupid equines,” the Decepticon muttered, catching the attention of the bot to his left. The second trooper brought his red visor to the road, watching as the crowd of screaming ponies suddenly drew nearer as each second passed.

“They never learn,” the second trooper added, pointing his rifle forward and firing a warning shot. The gravel erupted, causing the unicorn leading the mob to halt their rush. The two Decepticons watched as more rocks were flung their way, followed by the cries of hatred from the mob of ponies.

Several Decepticon drones flew right over their heads, weapons aimed at the crowd.

A mare and stallion at the far end of the street turned their heads over to the large commotion. Both of their eyes grew wide to see just another mob of angry Manehattan citizens going up against the Decepticons. Curses and rocks were thrown, followed by a few bullets ringing here and there.

“Honey,” the mare stated, pulling up her hood, “let’s get back home. I can’t watch anymore.”

The stallion nodded bitterly, his worn eyes lingering only slightly on the crowd chanting and screaming. He proceeded to step forward…only to feel a stone-hard hoof collide against his muzzle.

His wife’s screams filled the air.

The stallion hit the gravel with a sickening thud and a display of blood to travel down his broken muzzle. When he looked up, only one of his eyes not filled with blood, he could already witness a group of three Alliance soldiers surround his wife. The fourth stood in front of him, his iron hoof outstretched and wicked grin growing across his face.

Chuckling quietly and ignoring the constant cries of the mare behind him, the Alliance stallion stared down at the broken pony lying in the gravel. He smiled wide, pulling out a small parchment from his satchel. 

He cleared his throat. Doing so blocked out the muffled screams from the mare currently being held down behind him.

“Late on your dues again, Mr. Flight? That’s a real shame. You know the punishment for being a month late,” the Alliance stallion spoke, low and threatening. He pushed the parchment back into his satchel, listening as the poor sap tried to sputter out some plea.

“P-please, sir! There hasn’t been any business ever since ponies started the boycott! You can’t blame me for not earning enough wages to pay for my dues!”

The stallion stared absentmindedly at his armored-covered hoof as the pony beneath him cried and cried again. He simply chuckled, frightening the stallion lying in his own blood.

“Of course…there is an alternative to the punishment you deserve, Mr. Flight.”

Flight’s eyes grew ten times wider.

“No… No, please, anything but that! Don’t bring her into this! Please, I’ll do anything!”

The Alliance soldier stomped his hoof into the cement twice.

On pure instinct, the three other Alliance troopers went to work on the mare in their grasp, starting with ripping the clothes from her body, exposing her to the filthiness of the city. The mare screamed as she was forcefully shoved to the earth, the hoots and hollers of the three stallions on top of her drowning out the combined forces of hers and her husband’s screams.

“What a pretty girl,” one of the stallions muttered, levitating the mare’s tail into the air with his magic, bringing her flank with it. “I’ll be sure to enjoy her…”

“Hey, I saw her first!”

“One at a time, fellas! We’ll all get a chance at her!”

The mare’s face was slammed to the cement, tears falling from her eyes as her screams echoed across the buildings. The soldiers didn’t even bother to keep her quiet. Like anypony would help.

Flight spread his wings, a new rage building inside of his chest. He rose from the gravel, grinding his teeth together as the cries from his wife filled his heart with strength to fight. Of course, that fight didn’t last long.

The Alliance stallion shot him in the foreleg, bringing him down to earth once more.

A searing hot poker was jammed into Flight’s foreleg, eliciting a painful roar from the stallion. He fell flat on his side, his teary eyes looking up to stare right down the barrel of an Alliance blaster. 

He could cry no more.

He simply lost his breath.

His wife’s screams filled the air.

The end of the blaster began to glow blue, and that’s when he shut his eyes…

The stallion standing before him simply vanished, and that’s when he opened his eyes.

Flight lifted up his head, watching as the world suddenly slowed down. He witnessed a blue blur so quick that it actually managed to tackle the Alliance soldier as well as knock the three others into the nearest pawn shops. He could still see it, the blue blur as it soared down the road and launched a screaming projectile right into a building side.

The projectile was the Alliance soldier.

The blue blur was the one and only Rainbow Dash.

The roars that followed were heard around the world.

Flight instantly got out of the road, gently tending to his injured wife as he did so. The couple scooted backwards safely onto the sidewalk, their faces lighting up with pure shock at what was stampeding down the road. The mare gasped silently and held onto her husband’s strong hoof. Flight simply couldn’t take in a breath.

Optimus Prime came in down the road, riding a tyrannosaurus rex that was unmistakably Grimlock. The duo stopped right in front of the standoff between the crowd of enraged Manehattan citizens and the Decepticon/Alliance supply depot. All eyes turned to the two giants, all eyes grew once the larger began to breathe in, and all equine eyes shut tight as the flames flew over their heads.

Not a single pony burned. The Decepticons, however, met a very tragic fate.

The crowd turned their attention over to the supply depot burning down with Decepticons running amuck and shooting at nothing. Their bodies were incinerated as the flames kept coming and coming with no intention to stop. However, they did stop, and the creature responsible stood back and watched.

The supply depot erupted.

Tanks, weapons, ammunition, all Alliance based weaponry were scattered across the road, only a few pieces of shrapnel landing inside the crowd. They did not care one bit. The mob of ponies shouted in victory. 

Flight and his wife sat on the sidewalk together, watching as a Decepticon supply depot was simply eradicated in mere seconds. Optimus Prime leaned back, bringing the beast he rode on back as well. The two stood there, allowing three others to run wildly past them.

The two ponies held each other tighter as more of the beasts raged on down the road, with strange, feminine screams coming from them. Flight stared upwards to witness Optimus point his sword out, Grimlock beneath charging forward with the rest of the mechanized horrors tearing apart Manehattan. And it didn’t end there.

It did not end there.

Not so easily.

“Attention! Attention! All Manehattan units to downtown this instant! Enemy invaders are heading right for the headquarters! This is not a drill! I repeat, this is not a drill!”

Announcements rang throughout the massive city under Alliance and Decepticon control. Sirens flared. Drones soared. Jets tore apart the skies. Alliance and Decepticon forces entered the streets in countless groups from building sides and shadows. They took their positions, receiving orders from their sharpshooters on the rooftops. Decepticons did just the same, receiving orders from their fliers.

There were no more orders. All lines were silent. They did receive one, however…

Something was coming for them. Something was coming downtown.

Alliance soldiers aimed down the barrels of their blasters, eyeing the streets cautiously as the earth continued to tremble. Sweat fell from almost every head; mane’s sticking to faces, sweat blinding their field of vision. It was only so long before the Decepticon reinforcements showed up to aid.

Once the Decepticon reinforcements entered the streets, it was already a massacre.

“Charge!”

Only one word was announced before falling under the hail of gunfire and primitive battle cries.

Optimus Prime led the way riding a horrific monster straight from Tartarus, two other beasts behind him. The Alliance and Decepticon forces opened fire on the invaders. Shells danced across the gravel, blue and yellow bullets sailing down the road only to scratch the tough exteriors of the Dinobots. 

The intruders moved in closer every second, and no bullet was stopping them.

Grimlock cleared the first wave with a breath of fire and flame, burning alive all the traitorous ponies and Decepticon forces. Roadblocks were shattered to nothing but dust as the rampaging Dinobot stomped forward. Only half of the roadblock had been destroyed, and the forces that survived turned their weapons towards Prime and his beast.

A terrible, horrible mistake.

Slug jammed his horns downwards, skewering the first two Decepticons in his path. The roadblock erupted into several fragmented shards, impacting the sides of the buildings and surviving Alliance ponies. Snarl followed suit, stomping on anything in his way. The ponies atop their backs screamed the entire time.

The first roadblock had been shattered, leaving open the full Manehattan squadron. However, they were not to fall down so easily. Decepticon Jets had already begun to fly below the rooftops where Alliance snipers stood ready to get a good shot at Prime’s optics. With the murder of their fellow soldiers in the streets, the sharpshooters aimed their reticles on Prime, their hooves landing on the triggers.

“Take out their eyes!”

The rooftops blew up.

The Decepticon Jets exploded, sending debris all across the road and killing several unfortunate Alliance ponies with it. All eyes turned towards the skies, a horrifying sight gracing them.

Swoop dove down, a fireball sent straight towards the last jet. The terrified Alliance forces and dwindled Decepticon forces turned back towards the road, towards the fight.

It was no longer a fight, it was a slaughterhouse.

And everyone knew it.

“Retreat! Out of the city now!”

It was full-fledged panic from that moment on. Alliance Pegasi took to the skies while Decepticons, who were able, transformed and flew off. Those poor souls that still remained in the streets tried to make a run for it, only to be mowed down by the strength of the Autobots. 

Ponies were burnt alive and crushed. Decepticons were torn apart and charred to a crisp. Any fleeing members were in small numbers and escaping very rarely. Any other flyer was immediately brought down by Swoop circling the skies. 

Grimlock skidded to a halt, his feet tearing apart the road.

Optimus Prime breathed in heavily, his blue optics scanning the death-filled streets of Manehattan. Every here and now he would see an Alliance soldier dragging away one of their dead or wounded, but that was it. All the drones in the city scattered the streets, destroyed alongside numerous Decepticon fatalities. 

And yet it was not over.

Prime knew they would be back, stronger, better, with the intent for revenge.

His thoughts were cut short by an energetic Pegasus flying up to his side. Prime brought his eyes onto her. Rainbow Dash saluted, sweat and ash covering her face and body.

“Entire city’s cleared, Prime! Those losers are running down the bridge right now with a trail of tears following them,” she explained, nearly out of breath with her wings barely keeping her above ground.

Optimus nodded, pointing his sword towards the rest of downtown. “Good. Now, get Princess Celestia and the others out in the streets at once. We will rendezvous with you shortly. Tell them…that Optimus Prime has returned…and it is time to bring forth our freedom.”

“Buck yeah it is,” she mumbled, a victorious grin spread across her muzzle. She saluted once more and took off down the street. Her rainbow trail stretched across the bloody bodies in the streets, both Decepticon and pony, all evil.









Celestia only needed one look to know what had happened.

Rainbow Dash pushed open the heavy, rusty doors that encaged them for so long. It was so long since Celestia had seen her sunlight, so long since she’s felt it. Stuck underground in the wretched sewers had nearly wounded her internally. Now, she was rejuvenated, her sunlight filling her soul with new life.

As she and her sister stepped into the streets with an over-excited Pegasus leading them, one look was all that was needed to compromise what had happened. Princess Cadance gasped and leaned closer into her husband, Shining Armor. The resistance captain held his wife tight, allowing ponies that had been underground with him to pass.

One look was all that was needed.

One look told the tale.

The Equestrian Resistance stepped into the streets of Manehattan, Autobots and ponies united.

Dead bodies littered the streets, but not the kind of bodies the resistance would worry over. Decepticon body parts were scattered to and fro. Alliance troopers lay as bloody messes, their dark crimson blood mixing with that of the Cybertronian life force. 

There they saw the Elements all together, Spike included. They saw two heavily mechanized beasts of war with burning steam erupting from their maws clawing at the cement. They witnessed a large beast fly below the buildings and actually hover above them, above their heads, where their eyes were all drawn to the main spectacle.

Optimus Prime sat atop the back of Grimlock.

Princess Celestia actually managed a smile for the first time in over a month, for this was what Rainbow Dash was telling them about. This was the freedom she explained, this was the hope they could believe in. For once since the depression, Princess Celestia and Princess Luna actually managed a smile.

Optimus stared directly at the solar goddess from his position. Grimlock silently growled.

Prime spoke. The Autobot leader spoke directly to her.

“Let the enemies know we’re here…and the revolution is waiting for them.”

Grimlock roared.



	


> Chapter 72-All or Nothing
> --------------------------------------------------------------------------



Soundwave halted his production of Energon cubes when Laserbeak flew onto his shoulder.

The last casing of an Energon cube slowly exited Soundwave’s chest, hovering downwards to join the large pile of overflowing empty cube shells. One at a time, each shell was taken from the pile wrapped in a unicorn’s glow and taken to the extraction pods.

Each time, the unicorns would stare fearfully up at Soundwave before scurrying off to the extraction pods, empty cube shell in tow.

The extraction pods were placed all across the Canterlot gardens. These pods resembled Decepticon War Machines in numerous ways, but instead of displacing Dark Energon, it supplied fresh, healthy Energon only in the areas that were rich with energy. Being a healthy garden receiving plenty of nutrients from the fallen solar goddess’ sunlight, the gardens proved to be an excellent Energon work camp.

Of course, a work camp needed workers.

That’s what the ponies of Canterlot were for.

Slaves, as they were now called by their superior Decepticon leaders, surrounded the extraction pods placed to and fro across the gardens. The ponies that once mingled in the same gardens no longer saw it as a place to share stories of their personal lives and enjoy a nice beverage. No, their mingling now consisted of producing Energon cubes or face the consequences of not working.

Those consequences stared them right in the face. The holes scattered across the work camps were not just for the extraction pods to consume the energy hidden beneath the ground.

There was no sunlight that day. Dark clouds filled the once-bright skies and filled the ponies’ hearts with dread. All hope had died a few days into the occupation of Canterlot, where Decepticons made their mark and Alliance troopers declared their dominance. All citizens of Canterlot either succumbed to the Alliance law, or faced death.

Decepticon Heavy Soldiers lined the work camps making sure ponies didn’t step out of line or tried to escape. Even if some foolish Pegasus managed to dodge their bullets, the pony wouldn’t make it into the city without getting a sniper bullet to the brain. The workers tried their best to avoid the Heavy Soldiers, and they stayed within the boundaries of the camp.

Alliance troopers were always present, every second of every day. They never left the camps. They had no reason to, especially with the orders given from Noctune and Shockwave. Alliance troopers were ordered to keep the slaves in check, make sure they didn’t try to step out of line or secretly form an uprising. With that order given, the Alliance troopers were given the right to do whatever they pleased.

Gunfire rang out only sometimes within Canterlot. Death was common, rape even more so. The slaves who refused to work, well, that’s what the massive holes in the Canterlot gardens were for. Mass graves.

The entire work camp reeked of rotting, burning flesh. Whenever holes would fill up, that’s when it was time to burn the evidence. Decepticons took great pleasure in that part. The ashes of fallen ponies constantly rained down in the work camps, never ending, never halting. 

No plans of an uprising were whispered or even imagined for that matter. The workers were once prestigious ponies with not a bit of fight in their bones, and they were even less as slaves. That’s why nopony stepped out of line anymore. They witnessed the consequences for themselves.

Working conditions were simple enough. Slaves were meant to place the Energon casings within the empty compartments of the extraction pods. It would only take about thirty or so seconds for the entire casing to be filled with rich, blue Energon. Once the cubes were filled to the brim, unicorn slaves would remove them and place them in large piles for Decepticon forces to extract and fly the cubes up to the Nemesis.

It was a never-ending cycle of death and torment, a nightmare that went on all day and night. The Decepticons prospered while the slaves of Canterlot suffered, and all the Alliance ponies could do was share in the spoils with their Decepticon partners. 

But the cycle stopped.

It stopped when Soundwave halted his production of Energon casings.

It stopped when Laserbeak landed on his shoulder.

Soundwave turned towards the direction of the robotic bird to his left. Laserbeak quietly screeched, a message only his master would understand. Soundwave acknowledged and opened up his chest. Transforming and sliding easily into his master’s chest compartment, Laserbeak then began to give his findings directly.

The recordings flashed by Soundwave’s optical sensors, his red visor flashing blue again and again for minutes on end. It wasn’t long before his pile of empty casings shrunk to nothing, leaving numerous enslaved at his feet, staring up at him with expressions of confusion and fear.

After a certain portion of the recording flashed by Soundwave’s visor…he could’ve expressed the same feelings.

The recording ended, and Soundwave’s visor returned to its normal state: red and foreboding. The equine slaves backed away, numerous gasps escaping their jaws when he stared down at them. 

Soundwave began to speak, his robotic tone sending shivers down their spines. His hand was raised to them.

“Cease production,” Soundwave ordered, his voice falling on all the equines waiting to receive more empty casings. The look in their eyes gave Soundwave the idea that they probably thought they were finally going to stop working and actually get the rest they needed. Many of them breathed a breath of relief, setting down the Energon cubes they carried over to their Decepticon superiors. 

He continued, crushing their hopes. “I have urgent business to attend to within the Nemesis. There will be a five minute resting period, no more. If I do not return within the given time, obey all orders given to you from any soldier.”

“If you’re not back, then how the hay are we supposed to make more Energon cubes? You supply us the shells,” one aggravated pony slave asked, his right eye narrowing with his other wrapped in bloody bandages around his head.

“Obey all orders given to you from any soldier,” Soundwave replied fiercely. The crowd backed off, frightened from his tone. 

Soundwave gave them all one last look before turning and walking away. In his path through the work camp, the Communications Officer brought his visor upwards. He tapped his wrist twice, coming to a halt.

“Decepticons, this is Soundwave, I require immediate access to the Nemesis bridge at once. Prepare a transport.”

He lowered his wrist, his visor staring up into the dark clouds to rest on the Decepticon flagship. It hung over Canterlot castle like a foreboding shadow that would never leave, a darkness that had no repressive light. It hung as a permanent banner to all who dared try to rise up against the Decepticons. In Canterlot, they had that assurance.

In Manehattan…

Soundwave stood silently, the cries of the enslaved assaulting his hearing processors. It was going to be a while until a ship came to pick him up. He didn’t even mind.










The door broke apart into three separate sections, spilling light into the dark room. From his standing position, Soundwave noticed Shockwave on the far right still making the finishing touches on their master. Dead ahead and tangled in chains hung Princess Twilight with her head low.

Soundwave made his approach, the door closing behind him. 

The sound caught the attention of the fallen princess. She slowly lifted up her head, the dried blood on her face and the red veins in her eyes faced Soundwave head-on. She made no indication of fear or acknowledgement of his presence. All Twilight did was hang there, her chest slowly heaving in and out.

Soundwave cared not for the equine leader staring at him. He was there to deliver a message. He stopped right behind Shockwave, the Decepticon leader still preoccupied with his work. As if Shockwave hadn’t even noticed him, Soundwave spoke to the back of his leader, his tone giving a sliver of life to the dead room.

“Soundwave reporting, Shockwave.”

Shockwave reached to his right, plucking a surgical device off of his floating stand. He didn’t even turn to face Soundwave. “I thought I ordered you to supply the slaves with suitable Energon cubes for the work camps. Such a task would last all day,” he stated wearily.

Soundwave answered, “Laserbeak has returned from his scouting mission. There has been a great disturbance in Manehattan.”

A flurry of sparks danced off of the pre-rendered chest of Galvatron, all actions from Shockwave. With most of his focus on the current task, Shockwave replied but still kept his purple optic locked on his work. 

“What sort of disturbance would interrupt you from your work, and mine as well?”

Soundwave pressed down on the side of his head, his red visor shining bright blue. He said, “It would be much more sufficient for you to see it with your own eye.”

The sound of trees shattering and tremendous, predatory roars caught Shockwave’s full attention. Slowly, he began to turn around to face the glowing blue hologram sitting on the floor in front of him. Princess Twilight remained silent, but still managed to keep her tired eyes open long enough to see the holograms play out.

At first, all that was displayed was a forest canopy at the very top of a large hill. 

The next scene was of the forest burning down…and the Dinobots rampaging through the flames. 

Twilight’s jaw dropped.

Shockwave’s surgical device fell from his hand and hit the metal floor.

The hologram faded in and out. Twilight, her breath still taken and refusing to return, found the real reason to smile with the next bit of footage she was shown. It was a real, genuine smile, the first she’s had in over a month. For the longest time…it felt so good to smile.

Optimus Prime was leading the way, riding the powerful Dinobot commander straight into Manehattan. And then the hologram cut off, leaving hardly any light within the dark chamber.

Shockwave stepped forward, his foot slamming down onto the metal floor. He caught the attention of both Soundwave and the imprisoned princess. With his fist clenching and his eye staring into the darkness, all Shockwave could really ask was one thing…

“How could this have happened?” he whispered sharply, turning his head towards Soundwave.

His words struck the air like needles. Soundwave spoke. “Our forces in Manehattan have lost complete control. The Decepticons stationed in the city have mentioned spotting the rest of the Autobots in Manehattan as well. With the Autobots, the Decepticons also stated that the resistance have announced their presence in the same city, and with them are the-”

The door opened with a loud hiss and several clanging noises. All eyes turned to the entrance to witness an erratic Starscream stumble into the chamber, his breath ragged and uncontrolled. His red eyes pierced the shadows covering his body and face, and his voice resounded throughout the compact room.

“Shockwave! My Seekers have just received news from our eastern headquarters,” Starscream began, approaching the two Decepticons. He paid no heed to the injured princess hanging behind them and continued.

“The Autobots have been found at long last! With them are the princesses and the resistance fighters, dwelling inside of Manehattan like the cowards they are! I suggest a plan of attack right away to wipe them off the face of this planet for good!” 

He expected a long speech as to why they couldn’t attack, an extremely boring explanation to go with that speech. But to his surprise, Shockwave actually nodded instead of criticizing him.

“Then it is time, my Decepticons. It is time to end this conflict and save our world,” Shockwave announced, addressing the first Decepticon to have entered the room after him. “Soundwave, gather all of ground forces within Canterlot and order them to Manehattan. Leave only the Alliance troops to keep the slaves under control. I will announce to our forces throughout Equestria to come together for one final strike, one that’ll end the rebellion festering this world.”

It was silent after Soundwave nodded. Shockwave slowly began to turn around, his purple eye landing on the purple pony.

Twilight gulped.

Shockwave clenched his right fist. “On second thought…Soundwave…I want you to take our little princess over to her cell. We can’t have her interfering. I will deal with our armies within Canterlot.”

Soundwave nodded once more, spinning around and approaching the Alicorn. Twilight watched helplessly as Soundwave reached forward with his pointing finger, pressing but one button on Twilight’s far left. The chains around her hooves opened, releasing the princess. 

However, she still hung about twenty feet above the ground…

The Alicorn screamed as she impacted the cold, metal floor with a heavy thump and a sickening crunch to go with it. Her screams increased, tears adding to the pain she felt. Twilight opened her eyes, only to stare in utter horror at her foreleg bent at an odd angle. She looked back and noticed her left hind leg was twisted oddly as well.

Fresh blood spewed from the wound, and hidden within the dark crimson…Twilight could see something sticking out, something white but painted in her blood.

She grinded her teeth together, shutting her eyes as tight as she possibly could to keep the tears in. It was to no avail. The pain was too much, far too much for anypony to handle. Even in her tears, even in her pain, she felt a large hand wrap around her body, bringing her up off the ground.

Through her teary eyes, Twilight managed to catch Soundwave’s face coming into focus. She looked passed him and eyed Shockwave. He pressed his blaster and spoke into its side. 

Instantly, Shockwave’s voice was amplified tenfold.

“Attention, my Decepticons, this is Shockwave speaking. All Decepticons in the Nemesis prepare battle stations. All Decepticons within Canterlot borders return to the Nemesis at once. The Autobots and resistance fighters have been located within Manehattan, our eastern headquarters. This is not a drill. Prepare for battle, my Decepticons, for we are soon to end this war.”

Shockwave lowered his blaster and turned to face Starscream. However, he was stopped by a familiar voice creeping up behind him.

“You’ll never win.”

Both Shockwave and Starscream turned to face the owner of the voice. Soundwave held the princess in his palm, blood dripping from his fist as he slowly moved towards the exit. He only stopped for a few seconds when she spoke to Shockwave.

From Soundwave’s fist, bleeding and in pain, the Alicorn gritted her teeth, breathing in rasps of hatred as she glared at the cyclops standing to her side.	Shockwave merely stared at her, his tone unchanged and unaffected.

Twilight continued, spitting blood at the Decepticon’s feet. “You’ll never win, Shockwave. Optimus is going to stop you.”

Shockwave only chuckled. Starscream sneered.

“Oh, my dear Twilight…we’ve already won. All we really are going to acquire…are our spoils of war,” Shockwave stated in a matter-of-fact tone, leaning in closer to the small equine struggling in pain within Soundwave’s grip. He reached forward and plucked her chin, forcing her to look up at him and into his eye.

He looked into her eyes, slowly shaking his head back and forth. 

“A real tragedy, it is,” Shockwave mumbled, still facing the aggravated Twilight Sparkle. “Your friends will have no idea what forces await them now that they’ve revealed themselves. Now, all you can be able to do is sit in your cage and watch as we slaughter them. We will kill Princess Celestia, Optimus Prime, and all of your friends…that I can promise.”

Twilight narrowed her eyes, tears still rolling down her cheeks. She didn’t back down this time, despite the obvious pain wanting her to give up. 

She spoke, giving Shockwave a threat straight from her heart and soul. No, not a threat…

“I’ll kill you…that I can promise,” she hissed.

Not a threat…a promise.

“I highly doubt that,” Shockwave told her, backing off and letting Soundwave take her away. He watched from the shadows as Soundwave walked out of the room, leaving only him and Starscream left. 

Starscream turned back to face his leader. He smirked, offering a weak bow. “Will there be anything else before we set off on our conquest?” he asked.

Shockwave nodded. “Travel to Vanhoover at once. Inform Noctune and his Alliance army to set off to Manehattan this very instant. I know how well you are in persuasion, so persuade him to bring his full force. No holding back, it’s all or nothing.”

“You know me too well,” Starscream growled with his wicked grin. He jumped, transforming in mid-air. The nose of his jet spun around and his engines burned to life. Shockwave could only watch the Seeker speed through the halls of the Nemesis before disappearing behind one of the many turns.









The howls of Starscream’s boosters lit up the dark skies as he streaked across with speeds only seen from the Wonderbolts. The slaves of Canterlot, still dazed and confused with the Decepticon evacuation, turned their attention to the heavens.

Starscream flew right over them and out of sight.

A low hum resonated throughout the city.

Several screams filled the air and all eyes turned towards the direction of the sound. A dark figure began to rise higher and higher into Canterlot airspace, overcoming the occupation it was able to hold. The enslaved already recognized it as the Decepticon flagship.

What they didn’t recognize was the smaller ship trailing behind it…

The Nemesis began to fly away, hovering over all the heads in Canterlot. Alliance soldiers cheered and hollered as the flagship flew overhead. Canterlot slaves did nothing but stare, their manes flowing wild from the power of the Nemesis’ engines.

As it flew past, that’s when all the attention was brought to the second ship.

A collective group of gasps filled the work camp.

Even the Alliance soldiers didn’t cheer this time.

The slaves of Canterlot couldn’t believe the sight of the second ship trailing the Nemesis, not because of the Autobot symbol gracing the underbelly...but because of that symbol transforming into a Decepticon insignia. The insignia of evil.
	



> Chapter 73-We Will Rise
> --------------------------------------------------------------------------

Noctune watched as his world flew away.

His world…

The Alliance.

Airships dotted the skies in hundreds, each and every one of them rising higher and higher above the skyscrapers that infested Vanhoover like ants to pile of spilled sweets. Many of them carried Spider Tanks, and many others were filled to the brim with the best soldiers the Alliance had to offer. With the extensive training from their Decepticon partners, the Alliance was now a force to be reckoned with.

For the first time since Tirek’s return, Noctune’s army was being deployed for war.

And he watched…from his lone office.

Starscream arrived twenty minutes earlier that day, bringing with him news that filled the Alliance headquarters with a new vigor of life never before seen since the occupation. Shockwave gave the orders, and Noctune acknowledged them. The princesses and the Autobots were in Manehattan. 

Noctune leaned back into his big leather chair. He tapped his hooves together thoughtfully, his dull eyes staring out the window as more airships flew by. They carried devastating weapons. He closed his eyes and let the roaring of their engines take his mind away.

It was all or nothing. They were going to finish what they started all along. The Autobots, the resistance, the princesses…they were trapped in a corner with nowhere to run and nowhere to hide. They thought they had it all, that their sliver of hope was enough to outmatch the Decepticon and Alliance army. 

How foolish of them. They should’ve never revealed themselves. They should’ve stayed hidden like the rats they were, absorbing all the hatred they received from the ponies that once trusted them. A crushing defeat of the resistance would shatter all hope the slaves were beginning to feel, Noctune knew it.

Nobody could save them now.

Nobody.

His world flew away from him, passed his clear window and into the heavily-clouded Vanhoover skylines. His Alliance flew away to war. And Noctune watched alone from his office. It was the last time he would ever be sitting in his office before he, as well, would be shipped to war to lead his forces. Noctune was no coward. He’d prove to the world that Celestia would be crushed by him and his army. 

Then…they would truly be free.









The door slowly creaked open. Noctune sighed through his nose.

“Sir…”

Brimstone. Noctune didn’t even look back.

“…It’s time to go, sir.”

The lone standing unicorn watched from the open door as his leader slowly stood from his leather chair. He could see Noctune’s ears stand on end, the front portion of his body facing the large window at the end of the office. Brimstone lowered his head, his eyes closed.

He breathed in…

“Alright.”

He breathed out.

Noctune lifted up his head, his muzzle barely touching the glass. His breath fogged up the window every time he exhaled, a clear indication that he still lived, his heart still giving him life. The entire time, for a full minute, Noctune stared out the window and watched his forces exit Vanhoover, headed for the war to change the world…forever.

“Nobody can save you now,” Noctune muttered quietly. His grey eyes shifted back and he exited his office for the very last time.

Brimstone, of course, held the door open for his leader to walk by. Once Noctune had passed without even a glance to his second in command, Brimstone pressed his left hoof against the door, slowly letting it relax.

He stopped.

He turned back.

He read the golden letters forever indented into the wall hanging over Noctune’s desk.

Quietly to himself, he read, “The Alliance of Alien Activity. Changing the World Today, Ensuring the Safety of Our Future Tomorrow.”

Brimstone sighed, letting his left hoof relax fully. The door began to close.

“I don’t even know what that means anymore.”

He shut the door, leaving the office without life. Not like it had any to begin with.









Noctune looked back to make sure Brimstone was following. Once his second in command appeared in the hallway, straightening his vest and nodding only once, Noctune nodded back and continued down the dark hall.

His eyes caught something as he turned his forward. His flank.

His bare flank.

Images of the past instantly flooded through his vision, obscuring it, infecting it. Foals, his false friends, calling him names that tore apart his young mind. “Blank flank” they would scream, rocks they would throw, fights they would enact just for the joy of seeing somepony who didn’t have a destiny.

Back in his hometown of Manehattan, that’s where he realized he had no destiny that would be granted to him by whichever supernatural force was out there, granting selfish ponies with their future while he remained bare, frozen in time. Back in his hometown of Manehattan, Noctune grew up without a destiny, and yet he still moved on.

He was headed there now…back home. Manehattan. 

It was where he met his marefriend before taking her to Canterlot. Manehattan. It was where his brothers took care of him until they worked themselves to the bone. Manehattan. It was where his father murdered his mother, only to kill himself in the end. Manehattan.

It would be burned to the ground. Manehattan

He didn’t mind that his destiny was forgotten long ago. That only meant that he commanded his destiny, as all ponies should and not have to rely on the falsehoods of the princesses. He commanded his world, his life, and his power. He’ll command Celestia’s world to burn with one, simple order…

Kill them all.





> Chapter 74-The Day the Darkness Fell
> --------------------------------------------------------------------------

Princess Celestia allowed the helmet to rest perfectly around her skull, her aura of magic around it fading away. She opened her eyes. The image of herself in the mirror stared right back into her weary eyes. She wore pure, golden armor across her chest and body. Her mane still flowed freely even after the helmet was dawned on her head.

Celestia didn’t smile. She levitated the spear she would take with her to the city up above and placed it directly to her right.

It was her.

Celestia.

Ruler of Equestria.

She was going to war.

A few grunts appeared behind her. Celestia slowly spun around, her pale magenta irises landing on her younger sister. Her back was facing the older sister, her attention obviously drawn somewhere else. Luna grunted again.

After countless minutes of struggling with her chest plate, Princess Luna stopped and noticed a light golden glow consume her armor and adjust it properly. The younger slowly turned her head back, gazing into the welcoming eyes of her older sister.

She smiled at her, and then suddenly dropped her gaze. Her eyes took on an all new shade of sadness only seen a rare number of times from the elder. 

Princess Celestia moved in and nuzzled Luna lovingly. 

Luna sighed contently, enjoying the warmth of her sister against her, comforting her. It was an all too perfect moment to shatter, but they both knew it had to end eventually. When it did, Luna and Celestia stared into each other’s eyes, the same emotions flushing in and out, connecting and sharing.

Luna nodded.

Celestia levitated the midnight-shaded helmet over and rested it over her younger sister’s head. With the helmet, Princess Luna also noticed a second item her older sister brought closer into view. Luna sighed through her nose, but her eyes stared on.

She stared at the item that would be by her side to the bitter end.

It would protect her.

Kill for her.

Fight with her.

Princess Luna’s longsword, dark as night and deadly as the everlasting shadow.

Luna lit up her horn, the longsword glowing as bright as her magic that consumed it.

“To war,” Luna muttered.

Celestia nodded only once. Only once.









Prince Shining Armor, former ruler of the Crystal Empire, stared down the open road ahead of him. It was wide, buildings to the far left and right with excellent positions for sharpshooters to hide out. He scanned the area once, twice, three times and nodded.

Captain Armor turned back.

He was face to face with the Equestrian Resistance defensive line. 

Piles of stone, sandbags, crates, and whatever dense material was available were stacked together to rise five feet above the ground and spread across the entire street, from building to building. Small openings were scattered here and there in the inner defensive lines to allow resistance fighters to bring in supplies to the front and second lines. Ditches were dug in from numerous Earth ponies to allow better coverage and more room to scramble between the lines. They didn’t care if they tore apart the street. Nothing would be left once the sun set that day.

There were five defensive lines. The princesses would be holding the front lines alongside resistance fighters providing rifle fire. The second line would be a backup for the front line if they were reloading or overwhelmed. Third and fourth lines were all defensive cover fire from unicorns and ponies lucky and or trained enough to carry a rifle. The fifth line was to be the supply line, offering medical treatment, ammunition, and extra soldiers if the upper lines needed assistance. 

That’s where she was.

Princess Cadance. 

His wife. 

She would be leading the supply lines and providing as much defensive support alongside her unicorn medics. As for Shining Armor…

He was leading the offensive.

Captain Armor knew it would be no battle fought only with magic and bullets. At some point, lost in the midst of raining ash and dirt clouds, Shining Armor would lead an army of two hundred brave resistance ponies straight into battle with the Alliance and Decepticon forces. Nopony was afraid, nopony backed down. They were going to die for their captain, for their country, for freedom.

Shining Armor couldn’t have been more proud. He placed his helmet atop his head.

As far as his eyes could see, as instructed from him, Equestrian Resistance fighters lined the windows from buildings to the left and right. Shining Armor moved from the first line to the fifth eyeing the rooftops and saluting to each resistance fighter he saw. All one hundred and fifty of them saluted back.

“Alright,” he announced loudly while inside the fifth line. Medics stopped loading their supplies and faced him. Soldiers stopped readying their rifles and sharpening their sword to listen to him. Princess Cadance began to approach right as he started speaking again. 

Shining Armor pointed to the far left with his left hoof. “I need a clear indication that the rooftops are secured and our sharpshooters are in place! Where is Lieutenant Broken Heart?!”

As ordered, a pure white unicorn with a long, purple mane stepped forward, shoving aside two resistance fighters. He pulled down his black bandana and saluted only once to his superior. He said, “Sharpshooters are in place on every rooftop from here to downtown, sir!”

“And the bomb squads, how are they doing?” Shining asked.

Another pony stepped forward, this one being a well-built brown Pegasus. An eye patch covered his right eye, but that didn’t stop him from staring his captain in the face, saluting just as straight as any other able pony.

Sergeant Echo said, “We have resistance fighters in the sewers as we speak. In little to no time, we’ll have the entire street ahead of us lined with enough explosives beneath to sink fifty Alliance Spider Tanks to the ground!”

“Not to mention the battalion we got hidden under our hooves,” a resistance pony added from a group of soldiers, prompting all heads to be turned his way. “Those Alliance bastards will have no time to pick themselves up when they're mowed down by a hundred rifle rounds!”

A collective roar erupted from the resistance squads scattered among the fifth line.

Shining Armor smiled, wrapping his foreleg around Cadance.

“I have a bad feeling about all of this,” Cadance whispered among the shouts from the other resistance ponies. Shining leaned in with his ears open.

She continued. “What if we can’t hold the line? If the Decepticons break through and get to the supply lines…or worse…the wounded…then what are we supposed to do? I…I-I won’t be able to hold the shield up forever, neither will any of the unicorns, and-”

Shining pressed his lips against hers, silencing the Alicorn.

Once he parted, Shining Armor offered a tiny smile, staring into his beloved’s eyes.

“I won’t let anything get passed me…I promise.”

“But-”

He let his hoof fall on her muzzle.

“I promise.”

The two stared into one another’s eyes, neither wanting to break or separate. A husband and wife not separated but together in war. No bond was greater, no strength far superior than love. It ended too quickly when the helicopter came soaring overhead.

The skies were torn apart from the blades’ power. Dust rose up from the charred cement to gather into small cyclones underneath the helicopter blades. Resistance ponies did not fire on the intruder, nor did Shining Armor give the command.

He lifted up his foreleg to block the upcoming thrust of wind and moved forward towards the helicopter. Nopony noticed, but he was smiling the entire trek.

Ponies cleared the way as the helicopter touched down…and transformed.

Shining Armor was so intrigued from the morphing robotic alien that he didn’t even notice the royalty coming up from behind.

“Clear a path! Their majesties are coming through!” a gruff voice shouted from a random squadron of fighters.

Both Cadance and Shining Armor spun around to be met with the Royal Sisters stepping through the crowd of filthy soldiers. Their attention was not on the captain, nor the pink Alicorn, but on the Autobot rising higher and higher into the air. 

Shining Armor and Princess Celestia both exchanged glances as she walked by. They both nodded to one another.

That is when Celestia brought her attention up to Drift.

A towering skyscraper in the center of the road was the end of the fifth line for the Equestrian Resistance, and standing right in front of it was the newly born Autobot Drift. He observed the area, as if constructing possible battle strategies in mere seconds. He quickly brought his attention downwards to the two sisters approaching from the ground.

Drift offered a polite bow. “Your highnesses,” he said.

Celestia and Luna nodded back. Luna was the one to speak for the two.

“Drift, we are most pleased to learn of your involvement in the revolution. It will greatly bring us closer to victory…and freedom,” the lunar goddess told him.

Drift nodded, standing straight up once again. “It would be my honor to fight and die by your sides. If I am to die this day, at least I’ll die knowing the cause I fought for was for true freedom, and not a lie.”

“We have no intention of dying here, Drift,” Shining Armor added in, standing next to the solar goddess. “Our efforts, alongside the Autobots and princesses, will bring us total victory against the Decepticons and Alliance forces.”

Drift’s eyes narrowed. He turned towards Celestia and asked, “Are you certain you can hold this area long enough for the diversion to be enacted?”

Celestia nodded, planting her spear in the ground next to her. “We can distract them long enough for you and your team to get into the Nemesis.”

“Then I pray you can create a distraction…and still defend yourselves with all that you are,” Drift told her. The sound of two heavy doors opening caught his and the princesses’ attention. The entrance to the warehouse, the entrance to the sewers that housed the resistance for over a month had opened.

Out came the rest of the army.

Ironhide, Jazz, Bumblebee, Jetfire, and Cliffjumper entered the streets first. By their feet, minus one who hovered above the rest, were the five Elements. Pinkie Pie, Rarity, Fluttershy, Applejack, and Rainbow Dash walked in a group behind the towering giants. Spike was with them, alongside a mischievous spirit of chaos.

“Oh, what fun! At last, some excitement fills the veins of our little ponies going to war! I’d suggest a new chorus of cheers for our little veterans!” Discord shouted from above, disappearing and reappearing in a bright blue uniform, a small whistle in his mangled hands. 

He blew a quick tune through the whistle, a band of floating drums playing right behind him.

“Oh, the spirit of chaos went to town, riding on a pony!” Discord snapped into reality…right on Applejack’s back. “Stuck a noodle in his hat and called it-!”

He was quickly bucked off from the orange mare, the annoyed pony picking up her hat that Discord tried to stick a long, wet noodle into. 

Discord rose up from the spilled medical supplies, to which a flurry of unicorn mares quickly tried to reorganize. The draconequus snorted, teleporting right next to Drift’s leg and leaning on it.

“Well, that’s some way to treat a friend trying to lift up your spirits! The next time you ponies want some morale, don’t come crying to me!” he shouted, crossing his arms over one another and sticking his nose in the air.

“Oh, the morale won’t be necessary, Discord.”

Discord opened his eyes, turning his head to the two sisters approaching him.

“We have something more suitable to your…special needs,” Princess Luna quipped, knowingly smiling at the disorganized creature of chaos.

“Don’t you use that smile with me, young missy!” Discord accused, pointing a jagged claw at the night ruler. “You know how much I love that wicked smile!”

“Then you know what we’re asking of you,” Celestia said, joining her sister with the knowing smile. Discord could hardly stand it, and he hopped up and down on his tail like a giddy filly on Hearth’s Warming Eve.

“Come on, come on, come on…” Discord panted, his eyes growing wild.

“Discord…”

“Yeeeesssss…?”

“We would like you to provide air support.”

Instantly, Discord’s smile faded away like mist. Literal mist. He broke apart into numerous pieces and remained a crumbled wreck of what he used to be: a crumbled wreck that could stand up. Only his sad eyes remained, the twin orbs staring up at the two sisters with tears in each eye.

Princess Luna smiled, rolling her eyes. “And we’d like you to cause as much chaos as possible for the enemies.”

Just as quickly as when he fell apart, the spirit of chaos came together and cheered to the heavens, fireworks dancing and exploding off of his body. When he came back to the earth, Discord bowed to the two sisters, his eyes closed.

“You can count on me, your majesties.”

And with that, the spirit of chaos was struck by a lightning bolt and disappeared.

“I really dislike that guy,” a resistance fighter mumbled to another. The other nodded.

“I think he’s wonderful.”

Both soldiers turned their heads to the yellow Pegasus standing to their lefts. Fluttershy caught their wandering eyes and instantly shrunk back, blushing brightly.

“What do you mean I can’t help out?!”

The two soldiers brought their attention from the cowering Pegasus and onto the small baby dragon currently having a face to face argument with lunar goddess herself. One soldier nudged the other, chuckling quietly.

“This oughta be good.”

The current argument had brought forth Drift, the five Elements, the two princesses, and even Shining Armor and Cadance. Spike stood his ground, glaring daggers at Princess Luna. He pointed his claw right at her chest, shouting, “I’ve been hiding out in those sewers just as long as everypony else, I deserve to at least be out here when everything goes down!”

Luna narrowed her dark eyes. She didn’t speak, it was the pink Alicorn to steal the words right out of her mouth.

“You’re just a baby dragon, Spike,” Princess Cadance told him, leaning her head down so she could be eye-level with him. Spike crossed his arms even as she continued. “You can’t fight in this battle, even for a dragon that’s saved an entire empire. This is an all new type of conflict, one where none of us have experience in fighting in. It’d be better if you hide somewhere safe. Our soldiers can take you back to the warehouse.”

“But that’s not fair,” he complained, turning to the medical supplies perfectly restacked. “Let me stay with you, at least! I can bring supplies to the soldiers on the front lines! Better yet, I can take them just to the third lines if you want me to!”

“What we want…is for you to be safe, Spike,” Princess Celestia interrupted, staring down at the small dragon. Spike stared right back up at her, almost trying to retaliate against Celestia’s hard stare. It wasn’t even a fight. Celestia was just too strong.

With his eyes drooping low, the young dragon slowly turned around, making his own trail back to the warehouse. 

“You’re alright, kid. Keep your head up,” Rainbow Dash said as he passed by, giving him a soft punch on the arm. His eyes lingered over to the pure white unicorn giving him a soft smile.

“It’s for the best, Spikey-Wikey,” Rarity told him, leaning in to place a soft kiss on his forehead. Even then, Spike barely looked at her. 

The Autobots watched him leave. The five mares watched him drag his tail all the way back to the warehouse with two resistance fighters holding the door open for him. 

“Be safe…” Rarity sighed. The massive doors closed with the two soldiers safely inside with Spike.

“Alright!” Captain Armor shouted, frightening all who was around him with his powerful voice. “I want all able soldiers to the front lines before I count to ten! I’ll determine if you get to defend the front lines or move back! Do I make myself clear?!”

“Sir, yes, sir!” the entire resistance shouted.

“I can’t hear you! Are we gonna kill some Decepti-creeps today, or what?!”

“Sir, yes, sir!”

“Battle stations!”

On order, every single resistance fighter picked up a rifle and sword and scrambled to the front lines. The five mares stood their ground alongside their Autobot companions. The two sisters nodded to one another, spread their wings, and took off to the front lines. 

Shining Armor and Princess Cadance shared one quick hug before the princess fell back to the fifth line. Captain Armor looked back at Drift. He nodded, quickly galloping off to join the rest of his army on the front lines.

“Autobots,” Drift began, ripping out his twin swords. He stared down the long road ahead of them, the road to war, to their death. 

To freedom.	

“Activate your weapons…and prepare for battle.”

Cliffjumper chuckled, morphing his right fist into a Subsonic Repeater.

“That’s the first thing you’ve said that wasn’t completely asinine.”

Drift smiled at that.









Hours later…



The streets of Manehattan were quiet.

Too quiet.

There were no innocent bystanders in the streets. All citizens who didn’t want to fight were evacuated by resistance fighters into the sewers or buildings on the outskirts of the city. Manehattan, from the bridge to downtown…would be completely consumed.

Nothing would live.

Death was to be constant.

There was to be one victor.

One loser.

All war.

Resistance fighters sat patiently behind the windows inside the far off buildings. The windows were partially opened to allow the ponies to constantly scan the skies, search for a threat. Rooftops were magically protected by a camouflage spell, ensuring the safety of the resistance sharpshooters from Decepticon bombers or any other unwanted visitor.

Down in the streets, in the defensive lines, ponies either adjusted or polished their weapons. Supplies were high, so there was no need for refilling anytime soon. Some even brought diaries or journals to record their final hours on the battlefield. Tears were shed and slight cries were heard echoing off the buildings.

Crumbled letters littered the trenches engraved in the streets. Nopony could think of what to say to their loved ones.

They were dying for freedom? They were dying for a lost cause? They were dying for a war with no end in sight? Some just couldn’t think of which topic to discuss in their letters or journal entries.

On the front lines, Princess Celestia and Princess Luna stood proudly, decked out in their battle armor with their weapons close by. Celestia’s weapon was of course her spear, Luna’s being her longsword. Their weapons rested peacefully by their sides, only to awaken and unleash the wrath of the Royal Sisters when the time called for it.

The two sisters stared down the road. Neither of them blinked. Neither of them spoke. Neither of them moved. All that was heard coming from the siblings were their long, deep breaths. 

They stared down the long and quiet road and waited…

And waited…

And waited…

Celestia closed her eyes.

It instantly got darker. Numerous voices spoke out from behind them.

Celestia opened her eyes.

Her sun was gone.

All eyes turned towards the sky, noticing a dark shadow deathly overhead and approaching fast. The sunlight that once filled Manehattan began to crawl away as the darkness fell, covering every living thing in the massive city. 

Fluttershy began to whimper from behind the fifth line. Applejack wrapped her foreleg around her, gently stroking the Pegasus’ mane.

Her gaze landed on the darkness. Applejack’s eyes narrowed. She didn’t show it, but a heavy chill raced across her skin, even down her spine. Rainbow Dash gulped nervously. A bit of sweat could be seen traveling down her forehead.

Resistance fighters picked up their rifles, many made sure they were loaded first before pointing them at the sky. No other move was made, no motive in sight.

The Nemesis had entered Manehattan.

With it came a very large ship, very familiar to the five mares.

And airships…

Hundreds…of airships.

Hundreds.

The city was no longer quiet as it was minutes ago. The airships lowered closer to the ground, dotting the sky like uncountable insects swarming a dead beast. Their bottoms opened up and out came the Alliance, just as expected, with heavy artillery.

Spider Tanks rained down from the skies.

The Nemesis began to release its fighters, hundreds of Decepticon Jets and soldiers falling to the earth below. 

They rained from the skies like meteorites, destroying and devastating the lands of Equestria. All the while, Princess Celestia and Princess Luna could do nothing but sit in their throne room and read letter after letter describing the death toll. The stained glass windows stared down at them, at their failure.

Princess Celestia picked up her spear.

Princess Luna picked up her longsword.

They stared the entire time, never flinching as Decepticons landed in the streets.

	

	

> Chapter 75-The Equestrian Revolution
> --------------------------------------------------------------------------



The earth erupted every second. Decepticons and Spider Tanks rained from the heavens with no intention of stopping or slowing down anytime soon. It wasn’t long before Alliance airships began to land, dropping off numerous Alliance soldiers.

The streets were filled with Decepticons. They were infested with Alliance ponies and tanks. The enemy army had arrived.

Shining Armor held up his hoof, but made no sound.

Spider Tanks all across the street spread out their legs, slowly rising above the carnage they created from the impact. Alliance soldiers shoved their right or left hooves outwards, allowing their rifles to merge into their forelegs. 

The Equestrian Resistance held their ground, every single rifle jutted forward over the barricades. 

Decepticons readied their assault rifles and heavy weapons. Shining Armor counted thirty already, and they just kept falling from the sky, adding to the army.

Luna spun her head back. Her eyes grew wide once they locked with Captain Armor’s. Shining could see them raining down passed her gaze, destroying the buildings and streets. He nodded, slamming his hoof to the concrete.

Princess Luna gritted her teeth, levitating her longsword into the air.

“FOR EQUESTRIA!!!”

The Royal Canterlot voice spread throughout Manehatten

It was a battle cry that infused within the blood of the resistance fighters, bringing them out from under the sandbag barricades and firing away into the enemy army. It was a call to the enemies, letting them know a fight was waiting for them, a formidable fight with no close end in sight.

But most of all, it was a signal. All part of the plan.

Behind the fifth line, inside the skyscraper resting behind the Autobots, two glowing red orbs appeared. A growl was heard from inside. The building exploded.

“Autobots, charge!”

The Dinobot Commander was the first to burst through the building, followed closely by Slug, Snarl, and Optimus Prime. The other Autobots quickly dodged to the sides, allowing a safe passage for Optimus Prime and the three Dinobots. Optimus led from the ground, jumping and vaulting over the defensive lines while the Dinobots did nothing but stampede through it all.

Minor damage was taken to the defensive lines, but no lives were lost. The resistance fighters picked themselves up right as the three mechanized beasts rushed right past them. They fired away. 

Optimus could see green streaks fly forward, clear signs that the resistance was now firing. He clenched his left fist, allowing the shield to merge and transform into it. He gripped the blade in his right palm, narrowing his blue optics. 

Grimlock was by his side, roaring the entire way.

Slug and Snarl were to his left, stampeding and knocking away any bits of debris in their path.

He was never alone.

The enemy army grew closer.

The Prime ran right past both princesses, sparing no glances. They knew he was coming. It was all part of the plan.

All part of the plan.

Optimus could see the enemy firing back, blue bolts of energized bullets sailing by his head and only scratching his armor. He pushed on, his shield held outwards to block the onslaught of gunfire. Bullets deflected off the shield, allowing the Prime to move forward, no stopping, no end.

Grimlock roared, sending flames into the first wave of enemy soldiers.

Confusion spread rapidly amongst the enemy army like the flames that consumed them. At first, they witnessed a pathetic excuse of a fighting force locked down in the streets of Manehattan. It would be a massacre, just like Shockwave had told them it would be. The next thing they knew the enemies came back with beasts of mechanized terror spewing fire from their jaws. 

The first wave of soldiers fell to their knees. Alliance ponies screamed in agony as the flames consumed their wilting forms. Decepticons were still burning as they fell, but a few others looked up just in time.

Optimus Prime planted his foot into the chest of the nearest Decepticon and used it as leverage. He leapt into the air, bullets flying right past his body as he came down with his sword. The blade fell into the throat of the first Decepticon soldier from the second wave.

The massacre began with the Decepticons. Shockwave had lied to them.

Shining Armor pulled out his sword, jamming it forward into the air. He screamed.

At once, a large wave of resistance fighters emerged from the front lines carrying spears, swords, and even rifles. They all charged forward, screaming alongside their captain. Their captain, Shining Armor, continued to scream until his throat shed blood. His army rushed right by him, headed for the slaughter.

Shining Armor followed, swallowed in the resistance army.

Those lucky enough to survive the onslaught from Prime and his Dinobots were instantly gunned down by the resistance forces pushing forward down the street. Wounded Alliance soldiers were stabbed, shot, and gutted as Shining Armor pushed his army forward. Nothing survived passed Shining’s hooves.

A fresh batch of Alliance and Decepticon troops fell from the heavens right on top of them. 

It was all-out war in a matter of seconds.

Drift could see it all fall down from the fifth line. Bringing his optics upwards and off the battle taking place in the streets, Drift spotted the Nemesis lowering itself closer and closer to their position. He nodded his head grimly, turning back to face his Autobots shortly after picking themselves up from the gravel.

He stepped forward, a sword in each hand. “The battle has already begun, and the Nemesis is approaching! Just as we’ve planned, Autobots, ready your weapons!”

Ironhide whipped out his X18 Scrapmaker. Bumblebee’s right fist morphed into a Neutron Assault Rifle. Cliffjumper’s right fist was already prepared long before the battle had started, having morphed into a Subsonic Repeater. Jazz finished it with merging his right hand into a Scatter Blaster shotgun. 

Drift faced Jetfire, nodding only once.

He turned his eyes towards the five mares. It was a few seconds before he nodded to them.

“Excellent. Now, Jetfire, just as we’ve practiced, transform and allow the ponies to climb atop you! The plan doesn’t succeed without-!”

“Look out!”

A powerful boom echoed throughout the streets. All the Autobots flinched back, turning their heads towards the direction of the sound. Drift brought his eyes upwards, ignoring the screams of terror from Rarity and Fluttershy. He couldn’t scream even if he tried.

Rockets flew outwards from Decepticon Jets flying overhead, each one impacting the building behind the fifth line. The building, the same building Prime and the Dinobots burst through, came tumbling down.

The supports shattered from the added destruction of the rockets and the large hole Grimlock rammed through, creating a chain reaction that completely destroyed the inner beams of the building. The top began to sink downwards, a cloud of smoke and dirt rushing forward. Drift acted quickly and used his body as a shield to protect the five mares.

He was covered in heavy smoke in seconds. That’s how fast it was.

The gunfire continued with an occasional rocket blast here and there. Screams mixed with crunching metal filled the streets of Manehattan. The battle raged on, and Drift opened his eyes.

Pinkie Pie, Fluttershy, Rarity, Applejack, Rainbow Dash. They were safe. The plan wouldn’t succeed without them. 

As the dust began to clear, Drift stood up with dirt and ash falling from his shoulders to rain down on the five equines. He scanned the area once in a single, blue wave. The fifth line was tattered, tattered…but not destroyed. Building pieces and rubble were scattered amongst the supplies, but thankfully nopony was hurt. 

Princess Cadance ordered numerous workers to get the rubble out. They nodded to her, already pushing the large pieces off to the sides. Cadance looked onwards and caught Drift’s glance, giving him a saddened one of her own. 

Drift turned around, noticing the aftermath of the building’s demise. Large, metal support beams jutted outwards from all directions. Paper and ash fell together in unison to land on the towering pile of rubble and cement that rested behind the fifth line. 

Memories of the attack in Fillydelphia instantly flushed Drift’s vision. He closed his optics, shaking his head only a few times. 

It was just the same. Decepticons, beasts, launching their attack on a building to bring it down to earth, to destroy all that was within. Drift gasped and opened his optics.

There were no limbs.

There were no bodies.

There was no blood.

There was no life, even to begin with, in the tattered remains of the building.

Drift breathed out through his nostrils, turning his head back towards Jetfire who had just recently begun to stand up. He pointed his sword at him and shouted, “Jetfire, transform and allow the equines atop of you!”

Jetfire wasted no time and did as he was told. He clenched his fists, he closed his optics, and he jumped into the air. His body morphed and merged into his alternative mode, the exhaust ports keeping the vehicle above the cement. Jetfire dipped to the left, his wing lowering.

“Up ya get!” Jetfire confirmed.

Applejack rose first, straightening her hat. “Come on, girls!” she shouted, jumping forward to land on Jetfire’s wing. Rarity and Pinkie followed behind her, only to be trailed by Rainbow Dash aiding the terrified Fluttershy along. 

They all sat down in the middle of Jetfire’s vehicle. Drift eyed them all up and down, earning a nod from each one for confirmation. They were ready.

Drift faced the remaining Autobots. He said, “Jetfire will be directing our equine friends up to the Nemesis. I will follow and provide cover fire. In the meantime; Jazz, Ironhide, get to the front lines and hold back the enemy forces!”

“‘Bout time,” Ironhide growled menacingly, filling his Scrapmaker with one clip. He and Jazz nodded to one another and ran forward together. Jazz broke off and shot his grappling hook to the nearest building side, instantly disappearing amongst the smoke and ash.

“Good luck, Jazzy,” Pinkie whispered, clutching onto Applejack’s hoof. Applejack didn’t even speak. She couldn’t open her mouth to let a lie slip by, a lie guaranteeing the safety of both Jazz…and Ironhide. She just squeezed her friend’s hoof back.

All five of them fell on their backs when Jetfire began to rise higher and higher.

Drift backed up, watching as Jetfire rose from the cement and up into the air. The Decepticon turned Autobot brought his eyes back down, both landing on the last two Autobots.

Cliffjumper shouted over the gunfire. “What about us?!” he questioned.

Drift’s eyes shot upwards, passed the two smaller Autobots still staring at him. He slowly began to smile.

“I don’t think I like that smile…” Cliffjumper whimpered.

The midnight Autobot stared at them, nodding once. “Your ride will arrive shortly! Be sure to jump!” he shouted.

Right as Cliffjumper was about to interject, Drift leapt and transformed mid-air, his swords morphing alongside his body to form the helicopter blades. Once he was airborne, the helicopter spun around and faced the rising Jetfire. The Autobot jet activated his thrusters and pushed into the air, the screaming of five mares following his flight. Drift followed closely, his helicopter blades becoming more silent as he and Jetfire disappeared into the burning afternoon skies.

Bumblebee and Cliffjumper stood in the middle of the street awkwardly.

Cliff slowly turned his head left. Bumblebee turned his right. Their optics met. Cliffjumper eyed his surroundings, tapping his foot on the ground.

“So…” he began, bringing his eyes from building to building, “…about that ride Drift was talking about… Do you have any clue what he meant by that?”

An Alliance airship crashed into the building behind Bumblebee. The yellow bot shook his head, shrugging once. “Nope,” he stated simply.

“Oh… Well then…to the front lines?” 

Bumblebee opened his mouth to answer, but stopped when several crashes came from behind. 

Both Autobots spun around, their weapons ready. Standing at the top of the towering pile of trash and tattered building stood six Decepticon soldiers and one Heavy Soldier. More fell from the skies, adding to the standing group of twelve Decepticons. The Heavy stepped forward, its Ion Displacer pointed to the two small Autobots.

“Hands up, Autobot scum!” the Heavy ordered, his Ion Displacer lighting up at the end.

Bumblebee pointed his assault rifle forward. He leaned towards his red companion, saying, “Alright, Cliff, just like Drift told us. Steady aiming, clench the fist, and let loose on the Dece-”

“We surrender!” Cliffjumper screamed, both of his hands rising up.

Bumblebee merely facepalmed.

The Heavy revved up his Ion Displaced, fully intending on releasing its clip on the two targets in front of him. But before he, or any of the soldiers to his left and right could do such a thing, the ground between his legs erupted into a bright explosion. The entire pile of broken building blew up, launching the dead pieces of Decepticon all across the road.

Cliffjumper was the first to spot the glowing ball of fire headed right for the Decepticons. A distraction was needed to keep their attention on him, and it worked. All that remained of the twelve Decepticons were their burning body parts by their feet.

“What the…? How did… Where did that just come from?” Bumblebee sputtered.

A loud screech was their answer.

Cliffjumper and Bumblebee both faced the rising smoke, noticing a dark figure flying down right towards them. Another screech followed by the flapping of heavy, metal wings. Cliffjumper smiled.

“It came from our ride.”

Bumblebee was about to interject, but quickly realized that his input was not needed. He watched as Cliffjumper backed up, taking off with a running start.

He made sure to not leave Bee hanging.

“Like Drift said: Be sure to jump!”

Bumblebee didn’t argue. He ran forward, following Cliffjumper’s movements as the red Autobot leapt right into the rising smoke. The dark figure emerged, revealing itself to be Swoop.

The Dinobot flyer screeched his own battle cry, the lower half of his body swooping downwards with his wings outstretched. With that small moment of deceleration Swoop had, it allowed Cliffjumper to latch himself onto Swoop’s underbelly, the yellow bot right behind him doing the same.

Swoop screeched, and with his allies in tow he flew straight up towards the Nemesis…

…where Princess Twilight was held hostage.






> Chapter 76-Do or Die
> --------------------------------------------------------------------------



Noctune admired the Nemesis’ unique functions. Like the door that split up into three sections, that was impressive. His lifeless eyes observed every bit and piece of Cybertronian technology as he and his two guards entered into the bridge.

Just as instructed, Shockwave and Soundwave were there, coordinating the attacks. Just as instructed, Noctune approached them from behind, offering a little bow.

“We have arrived, partner,” Noctune announced loudly, catching the attention of Shockwave only. Soundwave kept his visor on the computer screen, as if he didn’t care for Noctune’s presence. Noctune didn’t care much for him to begin with.

Shockwave slowly turned around, nodding once to his equine ally arriving in post haste. He could’ve spent numerous cycles trying to imagine how Noctune flew his airship in close enough to the Nemesis for a precise boarding, but he’d rather inform Noctune of the plan.

Soundwave’s chilling voice broke the silence creeping into the bridge. “Shockwave, the majority of the Decepticon forces within the Nemesis have entered the battle below. The remaining army is currently crossing the bridge into the city. Approximate reinforcement arrival time: forty-five cycles,” he said, tapping multiple glowing symbols on the computer screen.

“I don’t even think we’ll need those reinforcements,” Noctune interrupted. This time, both Shockwave and Soundwave turned towards the dark brown stallion approaching their right, followed by his two guards. 

He rested his forelegs on the nearest railing, his eyes staring out the window. Noctune chuckled, a smile growing on his face. “This resistance doesn’t stand a chance against our combined forces.”

“On the contrary,” Shockwave spoke out, bringing up a small screen to the pony. Noctune and his guards watched with stunned expressions as an overview of the current battle raged on. The drone, what Noctune presumed was filming the battle, flew lower to the streets. Once there, the screen zoomed in much closer to the resistance’s first lines.

Princess Celestia and Princess Luna were right there, deflecting bullets and tearing apart anything that got close. Noctune grinded his teeth together.

“They are proving to be quite…resilient,” Shockwave murmured, somewhat uninterested. He reached forward with his good hand and began tapping on the nearest screen. He chuckled, “But not for long…”

Instantly, Noctune and his two guards had to steady themselves as the entire ship lurched forward. Noctune felt a multitude of small tremors erupt across his hooves, followed by the sounds of shattering glass and breaking concrete. He couldn’t see anything passed the massive window in front of him, nothing but bullets flying and jets soaring. However, he didn’t need to see out the window.

The same small screen hovering in front of him shifted to another live recording. It seems another drone in the midst of the battle decided to quickly look up. In its recording Noctune could see the underbelly of the Nemesis open up from the sides, releasing a total of ten tow cables into the nearest buildings.

Shockwave chuckled again, catching the attention of his pony ally.

“Perhaps you were right, Noctune,” Shockwave began. “This resistance has put up quite the spectacle, but not so much as to where we need to prepare an orbital strike. In fact, why don’t we bring the buildings down on Celestia and her forces? It would mean for a very…‘crushing’ defeat.”

Noctune smiled, but did not chuckle.

He never had time to when a missile struck the glass shield.









“A direct hit!” 

Jetfire and the five equines atop his back could only stare in awe as Drift launched a single missile into the bridge of the Nemesis. A bright light erupted from the explosion, sending glass and fire to scatter across the air and down below to the fight.

As that happened, the tow cables stopped firing. 

Drift flew right past Jetfire’s field of vision, shouting, “Just as predicted! Disturbing the bridge has upset the Nemesis’ controls! Hopefully it will last long enough for you six to enter the Nemesis unnoticed!”

He had to shout over the enemy jets flying overhead, their engines tearing the skies apart.

Rainbow Dash fidgeted as they grew closer and closer to the Nemesis. She shouted, “Come on, Jetfire! Pick up the pace!”

The disgruntled Autobot dodged and swerved away from oncoming Decepticon Jets. He grunted, the tip of his nose diving down to avoid the trio of jets headed his way. “Having a bit of trouble at the moment,” he retorted, flying back up.

“Surely you wouldn’t want to be flying around in this war zone, Rainbow D-AAAH!” Rarity squealed, ducking her head to avoid the jet that nearly hit Jetfire’s top. 

Rainbow Dash’s eyes grew wide once she observed the skies a bit more clearly. Smoke and ash began to rise into the skies, nearly darkening them and taking away Celestia’s afternoon sunlight. Alliance airships covered the mid-airspace, dropping off more Spider Tanks to join the main battle downtown. As for the jets they were constantly in short skirmishes with, they occupied the high and low altitudes. There was no clear space. The skies were filled.

Even if Rainbow Dash tried to jump off and fly to the Nemesis on her own…she wouldn’t make it far. Even Rainbow Dash knew that.

“Still kinda on the fence about it!” the Pegasus replied. She chose to shut her mouth after that and hold on to whatever leverage she could find on the Autobot’s back.

Jetfire continued to maneuver back and forth as he rose higher and higher to the Nemesis. Drift was becoming harder to locate with more jets filling the skies, but Jetfire never lost track of him. He could see the Autobot hover over the first of many tow cables, transforming and landing perfectly on it.

He flew in close.

Drift spotted him, pointing to the opposite direction.

“There appears to be a weak spot in the Nemesis’ hull! Just as I’ve trained you, Jetfire! Use your missiles to create an entrance!”

“What are you going to do?” Fluttershy screamed, making her voice slightly rise in order for the Autobot to hear her. Passed her flowing mane getting caught in her vision, Fluttershy could still see Drift flashing them a tiny smile.

“I will offer a distraction so the aerial forces do not target you!”

“But that’s suicide!” Rainbow shouted, practically leaning off of Jetfire’s edge to stare down the midnight-colored Autobot. “You’ll be an open target for any of these Decepti-creeps!”

Drift appeared uneasy, his blue optics staring off the edge of what little ground he had. The earth lay below him, with a fierce war raging on. He turned his optics back to the equines. “I will hold my ground!” he assured them.

“But-!”

“Just go! I will meet with you all again once you’ve secured Twilight! Hurry, Jetfire, there isn’t much time!”

Jetfire’s engines roared to life. “You heard the bot! Hold on tight!”

And just like that, the Autobot Jet disappeared into the smoke with the five ponies still safe atop of him. Drift adjusted his footing, finally bringing his optics back to reality.

Explosions rocked the buildings scattered amongst the city. Decepticon bombers constantly flew overhead, dropping their payload onto the city and not where the resistance was holding their ground. Of course, the Nemesis was hovering directly overhead, so that would be a reason why the bombers stayed away from that area. Yet the rest of the Manehattan was not safe from the carpet bombing. 

Fires raged across the city, smoke filled the air, and a battle between good and evil raged below his feet. Below the Autobot’s feet, the bringers of justice and freedom were going head to head against the beasts, and yet he was there…as a distraction.

He was a distraction for the war.

He was a distraction for the plan.

He was a distraction for-

“Hold it right there, Autobot!”

…his friends.

Suddenly, the Autobot found himself to be surrounded in a matter of seconds. Numerous Decepticon Jets flew by, the majority of them breaking off from the group and transforming. The Decepticons landed on the tow cable Drift resided, shaking it with the added weight they provided.

Three Decepticons had his back, three more had his front. Drift stood in the middle of it all.

Noticing that he was unarmed, the first Decepticon chuckled and unsheathed a glowing purple dagger from his wrist. Drift caught his unwelcome glance with one of his own.

He pointed his purple dagger forward and shouted, “Let’s see what you’ve got, traitor!”

The Decepticon lunged for Drift with his dagger leading the way. The next thing he knew the Autobot he dove for was gone, and a searing pain quickly raced up his back and ultimately to his head. The Decepticons around him gasped in shock, many of them backing away.

The Decepticon was sliced in half…upwards.

The two halves of his body separated with a large helping of liquid Energon to rush out and paint the tow cable. The rest of the squadron watched in sheer horror as the body parts broke up and fell to the ground below. All visors, all optics, all eyes turned to the Autobot.

Drift landed perfectly on two feet, a blade in each hand. He turned towards the remaining five Decepticons, pure murder ripe in his optics.

“Who’s next?”









A single eruption tore apart the inner walls of the Nemesis. Jetfire slowly hovered inside, landing down to allow the five mares to jump off. Once each mare landed on the cold, metal floor, the Autobot transformed back into his robot mode. Still, they were never noticed, because no alarms went off for an Autobot presence.

Jetfire eyed his surroundings, noticing how most of the lights within the dark halls of the Nemesis appeared to be either flickering or dead. Just like Drift had told him, disturbing the bridge upset the rest of the ship.

Several more seconds ticked by, the only sound being the heavy breathing from the five ponies at the Autobot’s feet. Finally, Jetfire broke the silence.

“Alright…we’re in the Nemesis,” he spoke, his voice low. “Where are we supposed to go now?” 

It was Applejack’s turn to eye her surroundings. Jetfire’s missile had caused quite a lot of damage, creating a hole large enough for him to safely fly through. The hole remained behind the towering Autobot, the howling winds upsetting the dangling wires that hung across the damaged wall. The mare brought her eyes away from the damage and onto the rest of the ship.

Darkness filled the endless halls of the strangely quiet Decepticon flagship. Lights flickered on and off, computers that lined the walls doing the same, and yet there was not sound besides the sparks dancing off broken pieces of machinery. Applejack took one step forward and one step closer to the darkness.

Rarity offered a little bit of light from her horn, covering the area in light blue glow.

Applejack bit her lip, turning her eyes back to the Autobot.

“Ah…Ah really have no idea. All Drift said was that we were gonna search the Nemesis high an’ low for Princess Twilight…but he never bothered ta mention where she was.”

Fluttershy took a cautious step closer next to Applejack. “Drift probably didn’t know himself,” she squeaked, cowering under the terrifying machines that appeared in the hallway. 

A certain Pegasus took a step forward, a determined look in her eyes. She smiled to her friends and said, “Don’t worry what Drift said! The best he could do was getting us to Nemesis, so that just leaves us with the easy work: finding Twilight!”

“Oh, darling, but where do we even begin?” Rarity questioned, her unicorn light spreading across the towering walls that stood to her side. “This ship must be more complicated than those wretched tunnels we were trapped in back on Cybertron.”

“Ah don’t know, but we might as well start somewhere,” Applejack announced, a quick shiver crawling up her spine. “Ah don’t want ta be in here when the lights come back on, so that means we gotta hurry up an’ find Twi.”

“And we’ll bring down this whole ship if we need to!”

Everypony quickly shushed Pinkie. The over-excited mare quickly placed a hoof to her mouth, her cheeks flushing. The glares directed her way slowly cooled down, and with Applejack and Rainbow Dash leading the way they had begun their search for Princess Twilight.

Jetfire protected the back of the group, his blue optics scanning every nook and cranny he could find. There was nothing there in the dark. Nothing was in front of them, nothing to the left, and nothing to the right. Jetfire, however, did not take into account the backside.

A dark red visor eyed the group from afar, followed by a chilling tone that appeared as a whisper against the Nemesis’ inner walls.

“Ravage eject, operation…hunt.”




	
	
> Chapter 77-All Hail Princess Twilight
> --------------------------------------------------------------------------


I’m dead.

Bright lights illuminated the dark bridge.

I’m dead.

The smell of burning Energon and fresh flame was quick to come.

Why do I breathe?

He stared into the eyes of a fallen stallion, blood leaking out of the poor pony’s eyes and mouth.

My soldiers… What happened?

Bullets and rocket blasts filled his eardrums. The strong, afternoon wind rushed within the Nemesis’ bridge with warmth accompanying it. Noctune, the stallion still lying on his side, slowly pressed his hooves against the metal ground, propelling himself upwards.

A massive hole in the Nemesis’ bridge stood profoundly in front of the dazed stallion. Noctune could see magical blasts blow apart the sky from the outside, followed by legions of Decepticon Jets flying overhead. Noctune hardly remembered a thing after the explosion. He was lucky to have survived, and let his soldiers take the fall.

The bridge of the Nemesis was not so lucky.

Computers and wires were strewn across the entire floor, giving the bridge a similar tone to a garbage dump rather than the Decepticon flagship. Afternoon sunlight poured in through the large hole created after the explosion, and in that light a being emerged.

Shockwave gripped the nearest panel to pull himself up.

Noctune cringed in pain while taking a step forward. He looked down and noticed a deep gash in his right foreleg. It was bad, but not too bad for him to handle. 

“Shockwave…” Noctune croaked, clearing his throat and grinding his teeth to contain the pain rushing through his body. “Wanna tell me…what the hell that was all about?!” 

The Decepticon scientists gripped the panel with his right hand, a growl emanating from his vocal processor. Noctune could clearly tell the Decepticon was in pain, but remained silent and refused to acknowledge it right as Shockwave began speaking.

“That…my friend…was an attempted break-in…or a successful break-in.”

“What are you talking about?” Noctune hissed, limping over until he was right behind the towering alien.

Shockwave pulled to him the nearest computer console. The imagery was static for a few moments, but soon enough the screen came to life and showcased a sight that made Noctune’s blood freeze, then quickly melt and begin to boil.

Five very recognizable mares were traversing through the halls of the Nemesis, an Autobot with them.

Shockwave tapped the screen a few times, slowly shaking his head. “That missile scrambled nearly all the inner workings of the Nemesis’ database. I cannot acquire connection to Princess Twilight’s cell, and with these mares inside it is only logical to assume they would be searching for her.”

Noctune cursed silently.

He heard him mumble. Shockwave spun around until his purple optic landed on the lone standing equine. 

“You…” Shockwave addressed, pointing his large finger at the pony. Noctune stared up at him with an eyebrow raised. “I need you to gain access to Princess Twilight’s cell and see if it is still intact. Until I can arrange one of the Decepticons to hunt down these intruders, I need you to make sure nothing gets to that princess!”

“If they get Twilight,” Noctune breathed, blood leaking from his forehead, “it’s all over.”

Shockwave bitterly nodded.

Noctune only responded with a quick nod before galloping right through the busted doors and into the dark halls of the Nemesis.









It didn’t even take that long to find her.

He was surprised he hadn’t run into the rest of the Elements or the Autobot, probably because he had passed Twilight holding cell when he and his two soldiers boarded the Nemesis earlier that day. He knew where she was, where that traitorous little scum cowered.

The doors split apart into three sections, revealing the sweating, heavily-breathing stallion on the other side.

Twilight Sparkle lifted up her head in alert, her worn eyes landing on the dark stallion on the outside of the room. Through the bars, Twilight could see him step into the room, one hoof at a time. She growled as his presence grew closer to hers, his emotionless stare grinding against her glare.

There she was. Princess Twilight was still secure, and not an intruder in sight.

There he was. Noctune was standing before her, and a not a glimpse of life in his eyes.

She was the first to break the silence rifting between the two. 

“Why are you here?” she questioned, her voice dry. Noctune remained silent, his eyes scanning her up and down. She hissed, “Here to finish Shockwave’s work?”

“Not at this moment,” Noctune muttered, turning his head away. “Shockwave only wanted you to have a guest is all. I’ll be standing outside the door if you need me.”

He spun around, preparing his exit.

“Taking orders from Shockwave now? I bet that stings.”

He stopped, frozen solid.

Twilight smirked.

“You clearly don’t understand how a partnership works, Sparkle,” Noctune growled, not even turning to face her. 

Twilight responded, still lying in her cell. “You clearly don’t understand what’s been going on here this whole time! Shockwave’s been pulling you along like a puppet, using your army’s strength to further his conquest of Equestria! And when he’s done with you, he’s just going to toss you away like the pawn he called you!”

Noctune remained silent.

“He told me himself! Shockwave’s doesn’t care who you are, what you did for him, or anything else you’ve sacrificed just so you could appease him! All Shockwave cares about is saving Cybertron, and he’ll destroy Equis and every living thing on it to do so…including you!”

The dark brown stallion did not respond, so she continued.

“Shockwave’s been playing everypony this whole time! And you’re just too thick-headed to realize-!”

Her words fell silent. Noctune slowly began to turn his head back, but the expression on his face was anything what Twilight was suspecting. His eyes were calm, half-lidded and peaceful. He gave her a knowing smile, not even showing his teeth.

Noctune began with a question.

“You think I don’t know that?”

Twilight didn’t speak. He continued.

“You think I don’t know that Shockwave was gonna betray me in the end? You think I’m that thick-headed to allow that alien freak to destroy Equis? Well, guess what, princess?”

Noctune turned around and faced her, moving his muzzle closer to the bars. Twilight began to crawl back. He spoke in a dark, deathly whisper.

“Shockwave has no idea what’s coming for him by the time the sun sets today. By the end of today, the Autobots…the Decepticons…your resistance…and the princesses are all going to d-”

His words were interrupted by the wall ripping apart behind him.











Earlier…

Nemesis Inner Sanctum




“…Twilight?”

“…”

“Twilight, you in there?”

“…..”

“TWILIGHT?!”

“Shhhhhh!”

Everypony stopped what they were doing and turned towards the pink mare, shushing her quite loudly. Pinkie popped her head out from the dark tunnel she was facing and turned to meet the group glaring at her. She blushed innocently.

“Sorry,” she whispered.

Applejack slammed a hoof against her face, groaning into it. “Pinkie, this is the fourth time we told ya ta knock it off with the yellin’! What if someone or something hears us?”

Pinkie shot her hoof up into the air, her eyes beaming like a little filly.

“Oh! Oh! Oh! Pick me! Pick me!”

Applejack groaned loudly, shaking her head.

Her annoyance only increased with no end in sight. As if a helping of Pinkie’s silliness—and randomness, don’t forget the randomness—didn’t help to reach Applejack to the breaking point, it was Rainbow Dash’s ego that took the cake, the punch, and practically the whole party.

“Well, if something did hear us, I doubt it would last ten seconds against all five us and an Autobot!” the cyan Pegasus boasted, flying up into what little room she could acquire. 

“Let’s not jump to conclusions…” Jetfire muttered, leaning in to peek towards the room to his left. Empty, just like the others.

That didn’t stop Rainbow Dash, and she showed her enthusiasm by taking the lead, which used to be Applejack’s position in the group. Leaving the said farmpony behind, Rainbow Dash proceeded to continue casually down the dark hall, her eyes closed and a strong smile tugging at her lips.

“Think what you guys wanna think, but the only conclusion I'm looking forward to is when we get Twilight out of this dump, save Equestria, and destroy any Decepti-creep dumb enough to try and stand in our wa-!”

She walked right into a wall.

The multiple gasps from behind her told a different tale.

Backing off and rubbing her nose, Rainbow slowly began to examine just what kind of wall she ran into. It was very bulky from her current position, and she continued to go higher it continued to stand out. Multiple glowing lights flowed like veins across the outer surface, only to be miniscule compared to the glowing purple rectangle resting in what appeared to be the center of the wall. 

It was at that moment did the foolish Pegasus realize that it wasn’t a wall she walked into.

The Decepticon symbol gave her the answer.

The glowing red visor stared her down.

Soundwave.

Fluttershy screamed. No point being quiet now.

Rainbow Dash backpedaled away in total shock, her eyes glued to the towering Decepticon blocking their path. Once she was joined together with her friends, the five quickly made a U-turn and prepared to make their escape. 

However, beneath Jetfire’s mighty legs, another terror stood ready to pounce. Its glowing yellow eyes pierced the minds of the five mares standing before it. It growled silently, each claw scraping against the cold, metal floor.

Ravage.

Applejack gulped.

“Ravage…attack!”

The beast stood ready to pounce, and it would have if it weren’t for the large foot connecting to its lower abdomen, sending he robotic feline flying into a spare room to the far left. The five mares all watched from the ground as Jetfire immediately took action after his stunt, lunging towards Soundwave.

All immediate fears were stored away, locked down into the deepest remnants of his broken mind. Jetfire jumped forward, connecting his fist perfectly into Soundwave’s face. The Decepticon flew backwards, landing several yards away deeper into the darkness. All that could be seen were a few glowing lights and a cracked, red visor.

Jetfire spun his head around, his blue optics wild with the new feeling of rush.

“Get out of here and find Twilight! I’ll hold him off!” the Autobot shouted, finding no need to remain quiet. 

They would’ve respected his order. Oh, the Elements so wish they could have, but something stopped them. He could see each and every one of their little eyes grow in horror.

“Hey, no one hurts Soundwave and gets away with it!”

Jetfire faced the owner of the voice, only to get the surprise of his life when a Decepticon no larger than an equine leapt towards him with incredible speeds. The surprises only continued when one of the Decepticon’s fists connected to Jetfire’s chest, nearly bringing the Autobot down.

Rumble landed to Jetfire’s far left. He eyed the staggering Autobot and found the perfect spot.

“Get ready to crumble!” the Mini-con screamed, jumping once more and smashing his mallet onto Jetfire’s forehead. 

Both Autobot and Mini-con busted through the wall behind them, a scream heard on the other side. A scream only belonging to…

“Twilight!” the mares shouted.

The rest of the ceiling could not support the large hole created from Jetfire’s crushing fall. Large pieces of metal and shrapnel fell from above, though the five ponies were smart enough to already gallop into the next room.

From her position, Rainbow Dash spun her head around and noticed Soundwave getting back up. The ship’s broken interior fell and created a massive wall, trapping Soundwave on the other side. The Pegasus smirked.

“Ten seconds…flat.”











Twilight actually let loose a scream building up inside of her, despite the obvious pain. She only released the scream when the wall fell apart right behind Noctune. 

The stallion was knocked forward by a smaller Decepticon, smashing the two of them onto Twilight’s cage. The Alicorn was knocked back from the force of the blow, sending her into the very end of her entrapment. 

She grimaced in pain, her eyes barely opening to witness an Autobot standing fully upwards.

An Autobot.

Twilight couldn’t hold onto the smile growing on her face.

What followed made her heart stand still.

“Twilight!”

Rushing into the room right under Jetfire’s legs in no certain order was Applejack, Rarity, Fluttershy, Pinkie Pie, and Rainbow Dash. All of their eyes turned towards her, all of their eyes grew wider than before. Twilight couldn’t even hold in the tears anymore. She felt no more pain.

“Girls! You came for me!” Twilight screamed, tears flowing from her eyes as she tried to stand. She stopped, hissing in pain with her eyes trailing down to her broken foreleg. Her voice cracked hard, but she didn’t care. All that mattered, all that was truly important was seeing her friends again, hugging them, embracing them, and joining with them once more.

Jetfire took the first few steps. He pointed his rifle at Twilight’s cage. 

“Get off me!”

Twilight gasped.

Noctune roughly pushed the injured Rumble off of him. His hoof was jutted outwards with his rifle aimed right at-

“No!” the Alicorn cried.

A single shot was heard.

Time seemed to slow as a single, blue streak soared into Jetfire’s left eye. 

Energon splattered all across the wall. Sparks danced off of Jetfire’s eye socket as the Autobot roared in agony. His footing was lost, and Jetfire crumbled to the ground clutching his empty socket. The five mares quickly dodged the titan falling towards them, and they entered the room with shock in their hearts and souls.

It was quickly replaced with hatred. Pure, boiling, uncontrollable hatred.

The leader of the Alliance stood up, his rifle pointed towards the Elements. Each mare bore signs of worry, anger, and cautiousness as they eyed the dark brown stallion. No moves were made. No moves were attempted. 

Noctune stood between them and Twilight.

Rainbow Dash took the first steps. She growled, barring her teeth.

He was not stopping them.

“Get the buck out of our way,” Rainbow hissed at him like a serpent ready to strike.

The blood dripped from his nostrils, and yet Noctune still smiled a big, toothy grin. “You want your little princess so badly? Come and get her…I won’t make it easy.”

“You don’t have to, punk!” the Pegasus shouted, taking off with incredible speeds towards the stallion. Rainbow managed to knock his rifle away, but she was unprepared for the hoof aimed directly at her muzzle. The rainbow mare was knocked backwards, blood dripping from her lip.

Rarity shot back for her friend by firing a single beam of pure energy straight towards the stallion. However, to her surprise—as well as the rest of her friends—Noctune dodged to the side. The beam passed right by him, but his fight wasn’t over yet, not by a long shot.

Applejack and Pinkie both rushed the Alliance leader, fully intent on ramming him. When they came into contact, their eyes widened in horror when Noctune countered by tripping them up and delivering a quick jab to their kidneys. Both mares were down, clutching their sides.

Noctune quickly faced Rarity and Fluttershy, the only two still standing. He pointed his rifle to them…

…only to have it yanked downwards and a blue hoof connect to his jaw.

The stallion staggered back a few feet. He looked onwards and noticed the enraged Pegasus still coming for him, her hooves at the ready. He readied himself with his own hooves and charged the mare so dumb enough to actually fight him, but strong enough to give him a challenge.

He was so close. He felt his hoof land neatly against the side of her head, her own hoof getting him in the cheek. Neither of them fell back. They stood their ground and fought hoof to hoof.

Her hooves pressed against his, their noses touching one another. The stalemate was held for but a few seconds. Rainbow Dash glared into his eyes, Noctune into hers.

“You’re nothing to me!” Noctune told her through gritted teeth that were splotched with blood. “You and your friends…your princess…you’re all dead!” 

“B-buck you!”

Noctune retaliated with a strong headbutt. Rainbow fell onto her back, her angry eyes staring up into the barrel of Noctune’s rifle. His killer instinct, the killer in his eyes completely took over, and he pulled the trigger.

The wall to the far right exploded, sending hot flames right into the side of Noctune’s face. 

Agonizing screams filled the room after Noctune’s shot went off, barely missing Rainbow Dash and merely scraping the ground next to her. The stallion could only hold the side of his face and scream, his one good eye witnessing his rifle melt from the burning flames. The stallion fell back, clutching his face as his screams continued on and on.

All eyes turned towards the wall.

Jetfire looked up, clutching his left eye socket.

Twilight gasped.

An agitated pterodactyl flapped its wings repeatedly. Its body and head remained inside the ship while its wings nearly tore apart anything that got too close. The mares all backed away, surprise and relief flooding through their bodies once they just realized what happened.

Cliffjumper and Bumblebee appeared from behind.

“Get on this crazy thing now!” Bumblebee shouted over Swoop’s constant screeching, pointing towards the fumbling Dinobot. “We’re getting you all to Ponyville so you could perform the Rainbow Power!”

“Heads up!” Cliffjumper added, aiming his repeater at Twilight’s cage. He fired only one shot, one shot that destroyed the lock and opened the cage.

They swarmed her instantly, offering to hold the injured princess so they could get her out of the cage. Twilight was so glad to receive the hoof of one of her closest friends…Fluttershy. Rainbow Dash got back up to her hooves and joined her friends, aiding Twilight the whole way to Swoop’s backside.

Gently, oh so gently, Bumblebee picked up Twilight and placed her onto Swoop. The other five quickly joined, not needing Bumblebee’s or Cliffjumper’s assistance. They formed a huddle around Twilight, caressing her wounds and holding her tightly. She wasn’t going anywhere.

Her friends made sure of it.

“Alright, we’re secure?” Cliffjumper asked, eyeing the crew. They all nodded. He nodded back, facing Swoop’s large head. “Now then…how do I fly you again?”

Swoop answered by lifting off, his body falling from the Nemesis. Jetfire was quick to join them.









Energon coated his body, his swords, and his very spark. Drift gripped his blades as tight as he possibly could, never letting go, never surrendering. He stood amongst an empty tow cable, Energon leaking all across its length and pouring to the streets below.

He had survived.

He had won.

His distraction was complete.

A loud screech caught the Autobot’s attention. Drift turned his head back, quickly noticing Swoop and Jetfire free-falling to the earth below. He gasped and held his breath, but not for long. Swoop quickly caught the air and flapped his wings tremendously. The Autobot could hear several feminine screams erupting from the Dinobot.

There was one he remembered…

One he could never forget…

Drift adjusted his optics to zoom in on Swoop’s crew.

Just as he expected.

They had her.

Drift jumped from the tow cable, falling down and transforming. His helicopter’s engines roared to life, tearing the sky to shreds inside and out. He jetted forward with his optics locked on Swoop, Jetfire, and the mission at hand.

Twilight was the key. She and her friends…they were going to save the world.









Inside the shattered husk of the Nemesis, deep within the prison that once held the Princess of Friendship, a single stallion laid with his back against the wall, his eye staring out into the afternoon sunlight. Another hole in the wall, another hole that allowed his enemies to succeed.

The flames continued to burn, melting away any bit of skin that remained on the right side of the stallion’s face. He didn’t touch it, he didn’t acknowledge it, and he didn’t feel it.

All he could feel was the pestering darkness filling his mind.

Princess Twilight…she escaped…the rest of her friends safe and secure. What was it the yellow Autobot said…?

Ponyville…? Good…they’ll be headed to a massacre.

Noctune smiled, his own blood spilling from his mouth.

His left eye closed.

He let his head hit the floor.

He let the darkness consume him.

He will return.


	



	
> Chapter 78-Battle of the Bridge
> --------------------------------------------------------------------------



“…Optimus…sensei, can you hear me?!”

“I read you loud and clear, Drift! What seems to be the situation?”

“The mission was a success, sensei! We have Twilight! We are headed for Ponyville as I speak to you!”

“How far have you made it?”

“Look up!”

Optimus Prime did as he was told, lowering his left hand that had recently been placed by the side of his head, allowing him to speak to Drift by comms link. Directly overhead, Prime watched as three crafts jetted right above him. The first craft was Swoop with his crew riding along. The second was Jetfire, followed closely by Drift.

Optimus watched from the battle ground as all three flew right on by, out of downtown and towards the bridge. His optics only grew in terror once he spotted numerous Alliance tanks aiming their barrels towards the sky, firing off a few rounds to the three above. Many more Decepticon soldiers transformed and took to the skies in an attempt to trail and hopefully shoot down the Autobots attempting to escape.

Prime wouldn’t have that.

He pressed his comms link. “Drift, continue onwards and provide as much cover fire as you can. I will assist on the ground!”

“Very well! Good luck, sensei!”

With that, the comms went dead.

Optimus lowered his left arm, letting it sway back and forth. His right palm gripped his blade’s handle tightly. He made sure no Decepticon was in sight, no Alliance traitor was near him. Prime observed the area. 

He was in the midst of the battle that tore apart the streets of Manehattan. He had long since abandoned the efforts of the resistance and pushed forward straight into enemy territory, just as the princesses asked of him. Optimus pushed forward as hard as he could, but even with his minimal training and Dinobot assistance it still wasn’t enough to hold back the titanic forces of the Decepticon and Alliance army. 

They may not have been too strong, but there was just too much of them. It wasn’t long before Optimus became overrun, and thus trapped.

Optimus dug his backside into the nearest building side, hiding from the tank shell intended to hit him. Prime flinched once the shell hit the building side, blowing apart the entire front portion and sending bricks all across the street.

The last Prime peeked from his cover. An Alliance tank had him in its sights, its spider-like legs crawling over the building debris as it stalked towards him. Below the tank were several Alliance troopers, their rifles aimed at the hiding Prime.

It wouldn’t be that much of a challenge…if it weren’t for the Decepticon soldiers right behind them.

“We got ‘em cornered!” one Decepticon shouted, reloading his assault rifle.

One stallion pointed to the rest of his squad. “Move in!” he barked, watching as the Spider Tank slowly walked past him and zeroed in on the Prime.

Optimus watched them get closer. He gripped his sword, prepared for the fight for his life.

The tank’s muzzle began to glow bright blue, as did the rifles from the squad of Alliance troopers. The Decepticons charged forward, being covered from the Alliance firepower.

The firepower died.

Each Decepticon turned back to witness what had happened.

Never did they expect it.

The Dinobot Slug rushed completely out of the hazing smoke, ramming the Alliance tank and everypony near it. The tank flew across the road, erupting into a flurry of flame and debris as it hit the ground. Several painful screams were heard from the Dinobot’s feet, only to be silenced by a single step.

All rifles were pointed towards Slug…

A dire mistake.

The second Dinobot came roaring forward, biting down on the nearest Decepticon soldier. Shocked and confused, the Decepticons all turned their rifles towards the towering beast of flame and metal. They fired away, yet their bullets did nothing but scratch the armor of the mighty creature. As for the unfortunate Decepticon, his entire upper abdomen was bitten off with the rest of him falling to the earth below.

Grimlock reared downwards and unleashed a torrent of fire on the remaining enemy forces.

Prime covered his optics with a forearm. Once the fire died down, nothing remained in his path but scorched bodies and two angry Autobots.

Grimlock turned his head towards the lone standing Prime, watching with wrath in his eyes as Optimus nodded.

“Unfortunate, but necessary,” Prime commented. “Excellent work, Dinobots!”

Grimlock blew steam from his breath. The Dinobot commander continued to eye Optimus even as he walked into the center of the road, eyeing the battle that lied ahead.

Optimus could still barely see Drift high in the sky.

The Autobot leader, much to his dismay, spotted even more Decepticon and Alliance forces moving in, many from the air and even more from the ground. All of downtown and beyond was completely occupied, and there wasn’t any clear way he was getting passed them on foot.

A low growl echoed from behind him.

Optimus slowly turned around.

“Grimlock,” the Prime began, catching the attention of the Dinobot leader. Grimlock turned towards his superior’s commanding voice, watching as he moved closer as he spoke.

“We need to push forward and eradicate all enemy ground forces threatening to blow our allies out of the sky! I’m going to need a lift…”

The Dinobot growled. 

“Say no more,” Grimlock said, lowering his neck closer to Optimus’ level. “Get on!” he shouted.

Optimus obliged almost immediately, gently stretching his left leg over Grimlock’s neck. The Dinobot silently growled in protest, but that was it. Once Optimus was secure, he nearly fell back once Grimlock stood back up to full height rather quickly. From his high position, Optimus could see the battle ground laid out for him.

The army was headed for them. The next wave was moving to wipe out the resistance fighters.

Optimus gripped the sword in his right hand. He allowed the shield to merge into his left, shifting and growing until it practically covered his forearm. Optimus could feel the Dinobot commander beneath him shutter with anger, his silently growls causing Prime’s body to shake.

He looked to the skies. His Autobot and pony allies were hardly visible.

He wasted no more time.

“Roll out!”

Like a beast free from his chains, Grimlock sent a terrifying roar straight down the road, alerting all enemies to his presence. The mighty Dinobot took off. Following him was Slug and Snarl with their massive bodies knocking away any piece of gravel or debris that got in their way.

Optimus quickly took notice to all the enemy forces taking positions in the road. Alliance Spider Tank squadrons dotted the grounds, most of their barrels pointed upwards to the skies while many more started turning his way…

Alliance airships turned towards the sound of the rampage. The twenty or so that filled the skylines slightly above the buildings began to lower closer to the ground. Their underbellies opened up, revealing twin barrels aimed downwards.

Decepticon troopers and Heavy Soldiers reloaded, aimed, and fired away on the three beasts headed their way. Optimus blocked the razor-sharp bullets with his shield. Grimlock merely growled in anger as the bullets scratched his armor. The Prime looked passed his shield to see Snarl and Slug take the lead. The triceratops lowered his horns, more bullets dancing off his exterior as he grew closer and closer to the enemies. 

They were so close. No turning back now.

Grimlock roared.

Surprisingly, Snarl made the first move, sliding on the shattered cemented road and swiping his tail to the left. The first wave of Spider Tanks and Decepticons were knocked away like flies to a flyswatter, their bodies impacting the buildings to the far left. Snarl didn’t stop there. No, he continued on, pushing straight through the enemy lines.

Slug took the next wave. His horns skewered the Decepticon Heavy Soldiers and troopers that were unfortunate enough to be in his way. He sent a breath of fire down the road, burning a few Alliance and Decepticon forces before they were crushed to death by Slug’s unstoppable stampede.

That left a clear path for Prime and Grimlock. The Dinobot lowered his jaws in order to take a bite out of the group of Decepticon soldiers in their way. Optimus swung his blade forward, neatly slicing the head off of the closest foe. Grimlock reared upwards, still charging, and with a live Decepticon in his jaws.

He bit down. The Decepticon’s screams were silenced as his body shattered and his Energon splattered.

Grimlock released a heavy wave of fire and flame as he charged on. Prime looked up from Grimlock’s deadly heat wave and noticed a short bridge coming up. Alliance troops and Decepticon soldiers occupied the bridge that stood over the streets, firing rockets and bullets at the Autobots rushing them.

Optimus stood from Grimlock’s neck. The Dinobot stretched his neck up as far as he could. With that extra height, Prime leapt off the Dinobot and jumped straight into the enemy forces. His sword stabbed only one Decepticon once he landed on the small bridge. The rest was too much for the enemies to handle.

They couldn’t fire on Prime. They tried, but they failed. They failed because Grimlock rammed the bridge with his head.

The rest came tumbling down.

Optimus rammed his shield towards the nearest Decepticon before he made his escape. The bridge broke apart, large pieces of cement and gravel flying outwards from the Dinobot’s eruption. Optimus jumped from the crumbling bridge, landing perfectly on the Dinobot below him.

“Keep moving, my brothers! Don’t stop now!”

Slug and Snarl arrived shortly to Grimlock’s sides. The two continued to clear away anything that got in their way, their path of destruction being completely unstoppable. Grimlock sent more flames across the Alliance army as they pushed on and on, deeper and deeper into enemy lines.

Optimus looked up.

The airships that covered the afternoon skies fired on them.

Lifting up his shield to block the bullets, Optimus realized that the shells hitting him were much stronger than the peashooters the Alliance soldiers had equipped. The other Dinobots seemed to share the same feelings.

Snarl still remained unaffected due to his tough exterior, but Slug felt the power of the heavy shells the Alliance airships inflicted upon him. The triceratops stumbled as more bullets tore apart the ground he ran on.

“We’re almost there!” Optimus announced loudly, spotting the bridge that led out of the city.

Slug blew a breath of steam from his nostrils. He dug his horns deep and pushed on.

Grimlock growled every so often as more shells hit his armor, these ones actually leaving indents on his hide. Passed his shield’s coverings, Prime could see a large group of Alliance soldiers in the center of the road, all of them standing in front of something rather bulky, holding the body of a Spider Tank. It was not a Spider Tank. Prime discovered what it was…and it was much, much worse.

“Ready the Electro Bolter!” one of the stallions shouted, his red visor landing on the three giants rampaging their way. The stallion turned his head back to witness the tank standing upwards, it’s multitude of legs pushing the top up higher.

The twin barrels of the Electro Bolter began to glow bright blue.

Electricity coursed throughout the muzzle.

The stallion pointed his hoof towards the tyrannosaurus. 

“Fire away!”

It was as if thunder itself had reenacted that of a tank shell. With thunder came lightning, and the twin barrels provided two bolts of heaven’s creation to launch straight for the Dinobot commander and Autobot leader. Both lightning bolts struck the Dinobot’s chest, eliciting a great howl of pain from the tyrannosaurus. 

Grimlock stumbled.

He slowed down and nearly fell flat on his face. The Alliance cheered in victory.

“I’ve got you, brother!” 

Having felt a strong portion of Grimlock’s punishment from the lightning bolts, Optimus forced himself to reach forward and grip the Dinobot’s upper jaw. Having his shield rest on his back allowed Prime to grab Grimlock’s jaw with his free left hand, and it allowed him to yank swiftly upwards.

Unfamiliar and unprepared by the action, Grimlock followed Prime’s movements and jerked his head backwards, ultimately bringing him back to full height, his footing regained.

The Alliance ponies stopped smiling.

Optimus Prime glared at them from atop the mighty Dinobot.

He pointed at them with his sword.

Slug and Snarl emerged from behind Grimlock’s legs, their rampage unstoppable. Even before the Alliance soldiers considered using the Electro Bolter again, their entire left flank was taken out by the triceratops’ horns, followed by their right flank being demolished by the stegosaurus’ mighty stampede. All that remained were the very soldiers in the center of the road standing in front of the Electro Bolter.

Grimlock stomped on them, the screams silenced.

The mighty Dinobot didn’t forget to plant his foot on the Electro Bolter as he moved on down the road. 

The path of destruction Prime enacted with his Dinobot charge was something out of a massacre with no hope in sight for the enemies. The Alliance and Decepticon ground forces were torn to shreds from the Dinobots’ brute strength, and it was only from Prime’s leadership did they make it so far without being overrun themselves.

Alliance airships still fired on the four Autobots rushing closer and closer to the bridge, but even they were brought down by the resistance sharpshooters. Prime could see resistance Pegasi swarm each airship and bring it down. He admired their assistance, but he truly respected their bravery.

Airships fell from the skies left and right, but that didn’t Optimus’ charge to the bridge. It only filled the streets with more death and destruction than it previously had.

Optimus took one quick look to the skies. Up above, he could see Drift’s trail as he followed Jetfire and the flying Dinobot out of the city. Trailing behind Drift were several Decepticon Jets, one in particular truly standing out to the Prime.

Prime’s optics grew wide.

He noticed that red and blue paintjob anywhere. Starscream.

Optimus brought his attention back to the road, but he quickly realized that he wasn’t on the road anymore. Instead, 	the last Prime laid witness to Grimlock and the two Dinobots stomping on the bridge. They had made it.

And they weren’t alone…

Optimus’ worst fears had come to fruition. The Alliance and the Decepticons had brought reinforcements. 

Hundreds of soldiers covered the entire bridge, their hooves stomping in unison to that of a strong march. Spider Tanks were lined up in two rows, stretching all the way down to the very end of the bridge where the remaining army kept coming. Airships slowly made their approach alongside the rest of the army, flying high over the bridge or remaining on the sides. As for the Decepticons, Prime could spot at least two hundred towering troopers amongst the army of equines. Many were simple grunts, others were Heavy Soldiers.

They were all headed right for the city.

That was something Optimus could not allow.

“Dinobots…transform!” Optimus Prime yelled, jumping off the rampaging Grimlock.

The Prime skidded to a halt on the bridge’s surface, sword and shield in tow. He watched from behind as the three Dinobots obeyed his command without question, without halt.

Grimlock roared as his jaws split apart, his large body morphing and mixing together to form the appropriate pieces needed for his robot form. His tail split in half to from the two legs, followed by the Dinobot’s legs bending and fixating themselves to form the robot’s arms. With Shockwave’s deadly creation held together, the robot of Grimlock emerged, his visor glowing bright red.

Grimlock jammed his fist into the bridge to slow himself down.

Joining him were the two others. Slug leapt from the bridge’s road, transforming from beast to machine in mid-air and landing on Grimlock’s left side. Snarl followed closely behind them, performing a single front flip that, in turn, allowed his body to reform together to create his robot mode. He landed on Grimlock’s right side.

The three Dinobots panted heavily, fists clenched and chests heaving as they eyed their surroundings. All three brought their attention to the smaller Autobot approaching them. The Autobot leader, Optimus Prime, pointed his sword to the largest being on the bridge.

“Grimlock, you and your Dinobots are to hold the line here! Be certain that no enemy force gets passed you and into the city!” Optimus ordered, bringing his optics passed the Dinobots and onto the army slowly approaching. He stared up into Grimlock’s red visor, his gaze passive.

“Can I count on all of you?”

Grimlock silently growled, allowing his massive, orange sword to transform into his right hand.

Optimus eyed the sword, and then brought his eyes back on the Dinobot leader. He nodded only once. 

“Good luck,” he told them, spinning around and running back to join the main battle still unfolding, still destroying Manehattan. Grimlock watched as his superior left him on the bridge, the silence slowly creeping in.

That was quickly replaced by the combined yells of the opposing army.

Slowly, Grimlock turned around to face the army making their way towards Manehattan, right where the three Dinobots stood alone. Instead of a march, the Alliance ponies began a full-fledged gallop right for them. The Decepticon soldiers followed right behind their pony allies, pulling out energized swords and axes.

Grimlock gripped his sword even tighter.

Slug began to speak for the first time, catching the attention of both Grimlock and Snarl.

“We can’t take on an army that large by ourselves!” Slug commented, his red visor scanning the approaching enemy forces with dread. “We’ll be crushed!”

His words were silenced by a heavy crash. Slug turned his attention over to Grimlock, who had recently slammed his sword into the bridge as a form of intimidation. The Dinobot leader growled, ripping his sword out of the cement.

“No one crushes me!” Grimlock roared, turning his lead left and right. “We stand together, Autobots!”

Snarl nodded.

“Stand together…” he muttered, facing the road ahead. He’d be lying if he didn’t feel a chill race through his Energon.

Prior to his orders, their orders, the three Autobots stood in the center of the bridge that led to Manehattan. They stood side by side, as a wall, to stop the evil that rushed towards them without stopping. For the first time in their lives, for as long as they could remember, they were now on the defensive.

They were not the hunters.

They were to be hunted.

None of them moved, and how could they? They stood their ground as the Decepticon and Alliance forces washed over them in a wave of darkness.




> Chapter 79-Ponies of Liberty
> --------------------------------------------------------------------------



Two hours.

That’s how long it took to destroy an entire city. Two hours.

The cunning underground passageways traversing the entire city of Manehattan allowed Equestrian Resistance fighters to move quickly from one position to another without having to move out in the open. The magically camouflaged rooftops offered perfect coverage for rebel sharpshooters to keep their soldiers covered as they held the line in the streets. The advancement of Shining Armor’s ground troops pushed straight into the heart of the Decepticon and Alliance army. In the first hour of the battle, things tended to seem bright for the resistance.

In the second hour…everything changed.

One hour was all it took for everything to go south.

Shining Armor and his resistance army fought bravely and valiantly, but they were slowly being overrun as more and more Decepticons rained from the skies, each one stronger than the last. Their troops dwindled with each passing minute as endless waves of Alliance soldiers pushed against them. Still, Shining Armor kept true to his promise with each slash of his sword, with each blast of his horn.

Nothing was getting passed him.

And nothing did.

However, the Decepticons knew well of the main battle taking place downtown, and decided to avoid it and take out the Equestrian Resistance head-on. From the Nemesis hovering directly over downtown, numerous Decepticon soldiers fell from its shadow directly in front of the resistance lines, charging or firing away right at their enemies.

The Decepticons lucky enough to survive the first wave of rifle fire from the resistance lines did not make it far. The lucky ones were met with either a longsword to the chest or a spear to the throat from the former rulers of Equestria.

Princess Celestia and Princess Luna stood their ground and destroyed anything that tried to advance.

As for the resistance, things were not looking as well as it had to begin with. Earth ponies readied, aimed, and fired away round after round at each Decepticon symbol they spotted, at each dark pony they saw in the streets. The air became hazy with rifle smoke, yet they still fired on. It became a constant routine never to end. Ready, aim, fire. Ready, aim, fire.

Medics and suppliers rushed through the lines, offering medical equipment and ammunition to those in need. Unicorns offered magical shields to deflect the oncoming enemy fire as their Earth pony brethren fired away. Pegasi remained in the skies, dropping small grenades or even providing overwatch. Many Pegasi were lost from the enemy air dominance. Not much was gained from the skies.

The first four lines were the defensive lines, and strangely enough they were the most protected. The fifth line, the line that was meant for supplies and medical equipment, was the most vulnerable.

That’s where the enemy attacked the most.

And a young baby dragon could only watch as his friends got torn to pieces.

Cuddled in a dark corner, Spike flinched every time a bullet rang over his head or whenever a shell would hit the warehouse he remained inside of. His only guard, an Earth pony covered in rags and wearing a black bandana around his muzzle, fired from the open door with his rifle. Spike could see the flashes of green in the stallion’s eyes, the jerking of the rifle pushing his body back a few inches.

“Dammit!” the pony screamed, ducking behind the closed door as blue streaks of light tore through the rusting metal. Spike covered his head as the bullets continued to fly. The gunfire ended, the silence burning between the two.

The pony peeked around the opening. Spike could see his eyes narrow.

“Alliance forces are moving in,” the stallion breathed, quickly reloading his rifle. He turned to Spike. Spike found himself locked in his guard’s eyes. His terrified eyes held certain strength to them, a strength that gave Spike the exact amount of protection he needed.

“Alright, little buddy, here’s what’s gonna happen,” the guard began, kneeling down to Spike’s level. “We’re gonna move out there, you stay behind me the entire time and you do not lose my tail! I’m gonna get you to the other side of the street where the other squads are…and hopefully we can find a better place to hide instead of this warehouse.”

Spike nodded absentmindedly, too far terrified to make clear sense of what was happening.

The stallion smiled behind his bandana, rubbing Spike’s scales with his free left hoof.

“Hey, you got nothin’ to be afraid of, little guy. Princess Celestia gave me one order, and that was to make sure that nothin’ bad happened to you. I’m gonna tell you straight up that I’m gonna fulfill that duty until my last breath.”

The young dragon began to smile at the stallion’s kind words. His guard smiled again, standing back up and moving towards the open door. He pressed his hoof against the rusty surface and slowly began to open it.

“Alright, little buddy, let’s get movin’.”

The resistance fighter pushed against the door, looked outside into the sunlight, and died.

Spike started to push himself up prior to his guard’s commands, but he quickly fell onto his back when more blue streaks of light tore through the wall to his left. The baby dragon looked up, horrified to see the bullets rip through his guard’s shoulder, throat, and forehead.

There were no screams that followed. Despite the sound of a body hitting the floor, there was nothing else strong enough to make a presence known in the empty warehouse. Nothing but Spike’s uncontrolled, heavy breathing. 

The fresh, crimson liquid began to surround the body of his fallen guard, and Spike could only watch in silent horror from his cradled position. Fresh tears fell from his eyes, and yet Spike sat silently and stared at the growing pool of red. 

The sounds of the outside conflict slowly began to return to the baby dragon, followed by a memorable voice shouting in clear anger.

“Geez! Hey Jazz, mind coverin’ my back once in a while?! I’m gettin’ shot up over here!”

Spike’s ears were drawn to the voice like moths to a light. However, unlike a moth, Spike was patient and slowly peeked through the small opening between the wall and the door. Spike could see only a small portion of the battle raging behind the wall, yet he could still feel the intensity of bullets firing, missiles launching, spells casting, and metal clashing against metal.

That last part confused him. He moved over slightly to the left and saw it.

“Ironhide…”

The towering Autobot fell to one knee, clutching his abdomen with his left palm.

Both he and Jazz were forced back to defend the fifth line where the majority of the Decepticon forces were landing. The fifth line was only defended by unicorns and Princess Cadance before their arrival, and they were lucky to have gotten there fast enough. 

Ironhide lifted up his scarred head. Debris marked the landscape of the battle zone, and it just so happened to provide the perfect cover for oncoming Decepticon fighters. The red Autobot could see even more Decepticons fall from the smoky skies, joining their comrades with assault rifles at the ready. The fresh wave of Decepticons took their positions behind pieces of debris and provided cover fire for their advancing soldiers.

Ironhide growled and stood back up.

He lifted his X18 Scrapmaker, the heavy chain gun revving up.

“You guys wanna a piece of me?! You wanna kill me?! Come on then! Kill me!”

The Decepticons moved in to kill him.

Ironhide screamed as his gun finally erupted.

Bullets flew back and forth, many connecting to the Autobot protecting the fifth line on his own. With each Decepticon that moved in ten feet closer to the supply lines, five would be mowed down by Ironhide’s Scrapmaker. The Autobot somehow managed to scream his battle cry even louder than the gun he was firing.

Dead bodies littered the streets, and they just continually kept growing. Limbs flew to and fro, Energon painted the buildings and streets of Manehattan with every bullet Ironhide fired away. Yet despite his great efforts, the Autobot was overrun, and Ironhide slowly began to fall back closer to the supply lines.

He reached down and picked up a heavy slab of concrete that had joined the numerous piles of debris. Using it as a shield against the onslaught of enemy gunfire, Ironhide chuckled heavily to himself, his chain gun cooling down.

“Is that all you got, Decepti-chumps? I can-” a single missile flew below and impacted Ironhide’s knee. The Autobot fell, his makeshift shield crumbling in his left hand. 

He spit out a glob of Energon into the street.

“I can do this all day.”

More bullets hit his tough exterior, yet the Autobot didn’t fall down completely. Ironhide watched as the fresh wave of Decepticon soldiers moved in on him, poised for the kill. A satisfying sound was heard from his right forearm. A click.

Ironhide jabbed his Scrapmaker forward and fired. The rushing Decepticons fell to the gravel, their heads and limbs rolling across their tattered bodies.

They came from all sides, and still Ironhide fought on, destined to defend the fifth line with his very own spark. He turned to the right, mowing down the oncoming Decepticon troops. With a heavy shard of the shield still remaining his left palm, Ironhide turned to his left and quickly chucked it at the nearest enemy rushing towards him, his blaster firing away.

The shard indented right between the optics of the Decepticon, and he fell without another sound.

“Come on! Is that all you got?” Ironhide shouted, backing away as more soldiers fell in front of him. “I’ll take you all on! You’re nothin’ to me! You’re all nothin’ to-!”

A new sound came from behind. Ironhide spun around to be met with a sight that made his Energon freeze.

Standing above a mountain of debris, Alliance Spider Tanks and many more Alliance troopers aimed their weapons at the Autobot. Ironhide couldn’t react to the first shell hitting him square in the chest, but he did react to what followed.

Ironhide flew back from the blast of the Spider Tank. He landed amongst a heavy pile of debris, the continued onslaught of Alliance firepower joining him. Ironhide pushed the gravel and cement off of his chest. From his laying position, Ironhide could spot about three tanks and four groups of five Alliance ponies swarming him. Their glowing blue bullets tore through his armor, sending the Autobot’s Energon across the street littered with limbs and fallen warriors.

Ironhide lifted up his Scrapmaker.

He fired away again and again and again.

The Autobot screamed.

“Here I am! You can’t kill me! You can’t do anything!”

Amongst the return of the Autobot’s fire, several ponies lay injured or bleeding to death. Others took refugee behind the debris, continuing their advance on the injured Autobot. A single Spider Tank stepped forward, its muzzle glowing bright blue.

It fired a single shell; a single shell that hit Ironhide’s Scrapmaker and blew it to shreds.

“No!”

Ironhide fell onto his back. The enemies moved in, firing away on the fallen Autobot.

“I’m comin’, Ironhide!”

In the midst of the firefight, nopony was quick enough to notice the pure white Autobot leap out of the smoke. Far too preoccupied with the injured Autobot, the first two groups continued their fire while their fellow squadrons suffered the price.

Jazz jumped completely over one of the tanks, firing five shots from his Scatter Blaster shotgun downwards onto the unsuspecting enemy. The Spider Tank erupted into a fury of flame and metal debris. In its destruction, Jazz gripped onto the barrel of the destroyed tank, and he launched its remains straight towards the other multi-legged terrain-walker.

The second tank exploded. The remaining Alliance squads all spun around and opened fire on the attacking Autobot. Jazz took them all out in one clip.

The last tank, at one point nearly finishing off the fallen Autobot, spun its barrel 180 degrees around and fired a shell on the white attacker. Jazz slid on the gravel to dodge the shot, and with his gathered momentum he activated a short blade and sliced off one of the back legs of the tank.

Jazz popped up on the other side, grabbing the barrel of the tank behind and yanking it upwards. The entire top of the Spider Tank ripped off, wires and metal shrapnel falling from the covering. Jazz stomped his foot on the tank’s remains. He brought the barrel of the tank above his head, fully intending on bringing it down on the Alliance equines still inside.

Jazz yelped in pain once a large insect pounced on him from behind.

Spike watched the battle unfold with awestruck vision. He didn’t take action once he saw Ironhide defending the fifth line, he didn’t stand up once Jazz came to his brother’s rescue and slaughtered the Alliance, but what followed next pushed Spike’s emotions to the limit.

Jazz and Ironhide were ambushed by three Insecticons.

The baby dragon spun his head around, his eyes landing on the bloody rifle still gripped in the hooves of the fallen rebel. Reluctantly, Spike reached forward and plucked the rifle from the ground. Once he brought the weapon to his chest, he began to make some adjustments. It was long, a bit awkward for his small body. He felt up the long weapon, his claw landing on the trigger.

It would work for now.

Slowly, the dragon stood up, wobbling a bit from the weapon’s added weight. He pushed himself out into the open.

“Autobots! Fresh Energon! Need food!”

“Sharpshot, let’s tear this one to shreds! Shreds! Shreds!

“I got the red one then! More for me!”

Stumbling forward, Spike landed face first into the nearest pile of debris. Groaning, Spike crawled forward until his head popped up from the top. He could see the whole thing unfold right in front of him.

The streets were covered knee-high with dead bodies, torn limbs, and bullet shells. Twenty or so yards away, Spike could see the Insecticons Sharpshot and Kickback gang up on Jazz, kicking him and holding him down. Sharpshot’s right fist merged into a long blade. 

Hardshell took on Ironhide on his own, lifting the injured Autobot up by his throat.

“I’ll take great pleasure in ripping out your spark before I feed on your corpse!” Hardshell growled, his sharp claws reaching for Ironhide’s chest.

Spike grinded his teeth together in rage. Quickly, he brought up the bloody rifle and positioned it to rest against his right shoulder. After constant hours of watching rebel ponies ready themselves with the weapon Spike was now destined to hold, the baby dragon went through the motions as quick as he could.

He closed his left eye.

Hardshell dug his claws into Ironhide’s chest.

The crosshairs were wobbly at first…

Ironhide screamed in pain.

Then they landed perfectly on Hardshell’s ugly face.

Spike pulled the trigger.

A single, green stream of light pierced the war-torn battlefield, joining the thousand other gunshots going off throughout the city. Spike fell back from the force of the rifle, and he was not able to witness his first shot connect to the Decepticon’s forehead.

Hardshell’s head jerked backwards, his right fist quickly reaching up to cover the bullet wound.

Ironhide brought up his heavy knee, knocking Hardshell right in the chest and ultimately releasing him. Once freed, Ironhide connected his fists several times to the Insecticon’s head, chest, abdomen, basically anywhere he could get a free punch.

Hardshell fumbled. He drove his left forearm in a swiping motion right for Ironhide’s head, yet the Autobot ducked perfectly at the right time and had the Insecticon immobilized. He appeared behind the startled Hardshell, roaring a single battle cry and driving his fist straight through the Insecticon’s neck.

The force of the blow literally tore apart Hardshell’s throat, and with whatever vision the Insecticon had left, he could barely look down and witness the Autobot’s fist jutting out from underneath his chin. Liquid Energon, the Insecticon’s own blood, spilled from the faceplate he wore.

“Gotcha now,” Ironhide growled, still holding onto the withering Insecticon.

Hardshell coughed, sending Energon all across the road in front of him. Ironhide could feel his head move side to side.

“No…I got you.”

Ironhide watched as the Insecticon lifted up his left hand and pulled the pin right off a grenade.

Quick to act, Ironhide ripped his fist out of the Insecticon’s throat. The fallen Hardshell lost his grip on the glowing red grenade, and with the fall of his remains the grenade fell with him. Ironhide wouldn’t allow that, and he reached forward and plucked the live grenade right out of the air.

“Finish him off, Sharpshot! I can hold him forever! Ever! Ever!”

Still holding the live grenade seconds away from exploding, Ironhide turned towards the sickening sound of Insecticon chatter. He could see two more of them holding down his Autobot brother, the taller one wielding a dark purple blade right over Jazz’s spark.

He chucked the grenade right at them.

The cooked grenade bounced once from Ironhide’s toss, and then it landed right by the foot of the Insecticon holding down Jazz. It blew up.

Kickback howled in pain.

Jumping backwards, the wounded Insecticon clutched his right leg, or whatever remained of it. The grenade’s blast had incinerated the poor Insecticons right leg from his foot to his knee, leaving nothing but a wobbling, crying Kickback struggling to stand straight.

Free at last, Jazz pointed his Scatter Blaster straight at Kickback’s visor. He fired once.

The shotgun’s firepower, especially at close range, had done an incredible amount of damage. The pellets impacted Kickback’s head with such force that his entire forehead was eradicated from existence. The back of his head blew apart, sending Energon and whatever remained to fly outwards from the blast. Kickback’s body hit the ground faster than Sharpshot could scream.

Sharpshot quickly noticed the unfair advantage.

“Scrap this!” the Insecticon leader screeched, transforming back into his insect mode and attempting to fly off. Jazz rolled onto his abdomen, and from the ground he aimed his Scatter Blaster right for the flying insect. 

“No you don’t,” he muttered, firing only once. Instead of pellets, Jazz watched as a single line of glowing blue energy sailed through the air, attaching itself to Sharpshot’s backside. The Autobot smirked as he was pulled forward instantly.

His grappling hook worked very effectively. Still attached to the Insecticon and approaching closer, Jazz made a quick adjustment and broke off at the last second. His Scatter Blaster was at the ready, he was flying high above of the Insecticon desperately trying to flee, and he had three shots left.

The Autobot used one of them.

Sharpshot’s right wing blew apart. Hissing in pain, the Insecticon was completely unprepared for the Autobot landing right on top of him. The added weight alongside the loss of his wing brought the Insecticon back to the earth below. Jazz held onto the fumbling Sharpshot as they fell past the building and much farther past the front resistance lines.

Sharpshot quickly transformed back into his robot mode before he hit the ground. In the midst of the crash, Sharpshot and Jazz tumbled against the battleground, their bodies connecting to one another, each one struggling to gain the advantage.

In the end, the stronger won.

Jazz didn’t lose.

The pure white Autobot, covered with his and his enemy’s Energon, jabbed his shotgun right underneath Sharpshot’s jaw, firing his second shot.

Sharpshot howled his last howl as his head was blown clean off his body, the severed extremity flying off to bounce across the street. Not wanting to take any chances, Jazz landed on his feet and used his last bullet on the Insecticon’s chest. The force of the shotgun pellets blasted Sharpshot’s body apart, sending his remains tumbling a few yards away.

Jazz skidded to halt.

He stood amongst Sharpshot’s corpse, the sounds of his own breathing being the only noise he could hear.

“Alright…” Jazz breathed in, his blue visor staring at Sharpshot’s severed head lying a few feet away. He muttered, “That’s three down…”

The white Autobot spun around, his visor landing on the Decepticon flagship hovering directly over the resistance defensive lines. The resistance fighters acted just as Jazz predicated: they fired every bit of ammunition they had left straight up towards the Nemesis. Their firepower did absolutely nothing.

The underbelly of the Nemesis opened up.

Jazz reloaded his shotgun.

“…a hell of a lot more to go.”

The Nemesis’ underbelly glowed bright red.

	
	
	

	
> Chapter 80-A Deadly New Foe
> --------------------------------------------------------------------------



Princess Celestia could hardly remember warfare. It had been so long since she was sent to war, to lead her ponies into battle against an enemy headstrong on destroying their very way of life. To Celestia, the thought of warfare had become nothing but a distant memory, a memory hope to have been forgotten.

That was not the case anymore. Celestia screamed as she drove her spear straight through the chest of a Decepticon trooper.

Her enemy struggled against the radiant spear lodged in its chest, and Celestia added even more pressure, ensuring the demise of her foe. Her horn lit up, thus digging the spear deeper into the Decepticon’s chest.

Sparks flew, Energon spilled, and the Decepticon’s grip on Celestia’s spear went limp.

Just for precaution, the solar goddess levitated her spear upwards, using the tip’s sharp end to rip the Decepticon in half. 

Celestia could only stare at her fallen foe, his body joining the other hundred laid at her hooves. And yet with every green spark of light, the resistance’s rifle fire, soaring past her ears, the white Alicorn could only stand in the front of her little ponies, awestruck and motionless, defensive and powerful.

They still pushed on. The enemies kept on coming.

Most would be Decepticons, to which she and her sister had no trouble dealing with. However, on occasion, they would encounter a foolish Alliance pony rushing them with a sword raised or a rifle ready. Her little ponies…so angry…so full of hate… They’d want to kill their own mother. 

Celestia put them down fast, peacefully, with a magical blast straight to their hearts. The sisters cried while fighting together, though they did not weep openly. All that could be seen were simple tears pouring from their eyes.

Princess Luna fought valiantly, her longsword deflecting the Decepticons’ bullets with great ease. That is until one bullet found its way flying past Luna’s longsword and engraving itself right into the lunar goddess’ left foreleg.

“Gah!” Luna screamed in pain, her front forelegs buckling. 

“Sister!” Celestia bellowed just as loud. The princess stood in front of her wounded sister, checking her injuries. A single, red hole remained in Luna’s foreleg, dark crimson liquid pouring from it.

Celestia brought her eyes onto the road ahead, noticing several more Decepticons heading their way. Instinctively, the princess charged up her horn and created a massive golden shield directly in front of her. The enemy firepower bounced off Celestia’s shield, little ripples dancing across the surface with each bullet that made its impact.

“Sister…how do you hold?” Celestia asked, fully turning to the lunar princess lying in the gravel. 

With a grit of her teeth and a painful hiss to follow, Princess Luna stood back up, her longsword enveloped in her light blue aura. “We will hold for now,” she muttered, wincing in pain when she applied pressure to her left foreleg. “But…perhaps we can use a bandage or two.”

Celestia nodded, turning to face the road. Her golden shield had begun to break apart, Decepticon and Alliance firepower constantly hitting it. She pushed her spear outwards, her eyes narrowed, and a low snort erupting from her nostrils.

“Retreat back to the fifth line, sister,” Celestia advised. “I’ll hold them off in the meantime.”

“We refuse to leave our own kin to deal with the forces of evil alone!” Luna retorted, limping forward.

“You are in no shape to fight anymore, Luna! Retreat to the fifth line!”

“Never!” Luna shouted. Celestia’s anger fumed and she spun her head around to glare at her younger sister. Luna glared back, yet her angry eyes didn’t hold for long. 

“We…we will never abandon you again, Tia.”

Celestia’s gaze grew soft, her anger dying faster than her shield still barely holding. A massive crack broke through the air, catching the attention of the Royal Sisters. They both watched in horror as Celestia shield broke apart. Large, golden pieces of magical debris landed in the streets, only adding to the carnage left in Celestia’s defense.

The two sisters stared at the upcoming wave of Decepticon fighters.

They both brought up their weapons, determined to fight to the end.

They didn’t need to.

An uproarious battle cry broke through the gunfire, catching not only the princesses’ attention but the Decepticons’ as well. All eyes, optics, and visors looked up to the skies to witness a massive being of red and blue leap from the rooftops and land right on top of a Decepticon trooper. A sword was instantly jammed downwards into the Decepticon’s spark, ending him instantly.

“You will not harm my friends!”

Princess Celestia and Princess Luna watched in silence. They watched as Optimus Prime tore apart the Decepticons standing before them.

The Decepticons attempted to fire on the last Prime, yet their motives were lost once the Prime pounced on them, his sword slashing and his shield bashing. Optimus dug down, swiping low and ultimately ripping a Decepticon soldier in half. He followed by taking out the other three with multiple strikes from his sword and shield in a deadly combination that protected and decimated for the Prime.

Optimus Prime smashed his shield straight into the face of the last enemy trooper, knocking it flat on its back. Optimus finished by driving the tip of his sword right in the Decepticon’s visor, ending it quickly. 

His blue optics turned to the two sisters, their eyes wide with surprise.

“Princess Celestia,” Optimus began, ripping his sword out of the limp Decepticon’s head, “Princess Luna, there isn’t much time left! We need to get the resistance out of the streets and deeper into the city this very instant!”

Luna grimaced in pain, stepping forward to join her older sister’s side. “The Decepticons crumble at our hooves, our resistance fighters are providing excellent cover fire, and yet you wish for us to retreat. For what reason would we need to fall back?” she asked.

Prime responded almost instantly, his tone agitated and full of worry.

“The Nemesis has regained full power! It is moving in as we speak to prepare an orbital strike right on our lines!”

The sun’s warmth instantly vanished, and in its wake a cold swept through the streets. Darkness filled the battleground, and all eyes turned to witness the source. Optimus Prime spun around fully, sword and shield tightening in his grasp. Princess Celestia and Luna both stared to the darkness, their teeth gritting, their eyes narrowing.

“…Too late,” Optimus whispered.

The Nemesis, the Decepticon flagship, hung over their heads, directly over the resistance lines.

The underbelly opened, revealing a truly terrifying sight.

A similar scene played out in the minds of the Alicorn princesses. Back in Canterlot, during the invasion where the Nemesis hovered right over the train station, there they stood jaw-dropped in horror as the underbelly of the Nemesis lit up bright red. Instead of meeting their doom, they were saved out of the sacrifice of one of the bravest Royal Guard each Alicorn could ever know.

If only Commander Silver Wing was there…fighting by their side…

Celestia’s horn lit up. Luna’s horn lit up. Together, their amplified magical outburst would be ready to create a protective dome around the resistance lines. They didn’t know how long the dome would hold, that is if it would even hold against the fury of the Nemesis’ orbital strike. There was no turning back. There was only one way to find out for sure.

The underbelly lit up bright red…

And then it stopped.

Powerful thunder tore apart the skies, followed by the inevitable lightning strike. Both sisters spun around to witness a single lightning bolt strike the front of the Nemesis, a memorable laugh emanating through the air, a laugh the two sisters knew.

Celestia smiled.











Soundwave struck the two wires together. A powerful spark soared through the wires, filling up Soundwave’s forearms with pure, raw electricity. The Communications Officer brought his red visor upwards, noticing the lights attached to the ceilings and walls coming back to life.

“Successful. Rerouted energy signatures have been applied to all inner wiring damaged from the enemy missile strike. Nemesis defense system at 40% capacity, Energon tanks full, tow cables retracting, engines online in three…two…one…”

A heavy tremor nearly pushed the two remaining Decepticons onto their backs. Shockwave reached forward and gripped the nearest control panel, easing himself as the entire ship slowly moved forward. Shockwave brought his purple optic forward, noticing the static of the nearest computer creating a clear image of the surrounding battlefield.

Soundwave’s robotic voice filled his hearing processors.

“Shockwave, according to our latest distress signals, the Autobots Jetfire, Drift, Bumblebee, Cliffjumper, and Swoop were reportedly headed for Ponyville. They will arrive in less than an hour. The holding cell has been breached as well. Scanners indicate that there is no presence of the Alicorn within the Nemesis,” Soundwave explained, tapping the nearest computer console.

Shockwave shook his head, his right fist clenching. “Then it is just as I have expected. Those are the Autobots that have breached the Nemesis while the ship was inactive, and they acquired Princess Twilight in a ‘predictable’ rescue mission. Logically, they are headed to Ponyville in hopes for those wretched equines to enact their Rainbow Power.”

The Decepticon reached forward, tapping the nearest scanner twice. A live video feed from Ponyville sprung up in a small hologram directly in front of the cyclopean scientist, a video no doubt recorded from a Decepticon drone. The hologram showcased multiple Spider Tanks with their barrels pointed towards the skies, constantly scanning back and forth. By their sides, in partnership with the Alliance troopers, numerous Decepticon squads lined the outskirts of the small town.

Shockwave chuckled.

“How foolish they are. Our combined firepower will blast them out of the sky, and with Starscream and his squadron in pursuit…well…they won’t live long enough to find out, will they?” the Decepticon stated with renewed confidence.

The Nemesis came to halt prior to Shockwave’s command. Soundwave began tapping and swaying away the holograms that appeared in his vision. A single screen appeared in the holograms, a screen that displayed the resistance lines from a bird’s-eye view. A dark red symbol emerged next to the screen, pulsating red ripples every few seconds.

“Orbital cannon at full power,” Soundwave announced, his finger hovering over the red symbol.

Shockwave stared at a duplicate of the screen Soundwave was staring into. His purple eye watched the rebel ponies firing green blasts from their rifles forwards, or downwards from their position. All five lines could be seen, all resistance ponies moving to and fro, and even a few aiming their rifles up and attempting to shoot at the Nemesis.

Shockwave nodded. “Fire when ready,” he said.

Soundwave nodded back, turning to his holograms and letting his finger fall on the red symbol. 

He stopped.

Roaring thunder could be heard from the outside.

Both Decepticons brought their attention forward. They each took a step back. The front glass shield, the one damaged from the missile strike, gave a clear view of what was heading their way. 

A single bolt of lightning fell from the skies, made an awkward turn right for them, and impacted the bridge.

Shockwave and Soundwave flinched and readied themselves for the powerful volts of heaven’s might that struck the Nemesis’ bridge. Strangely enough, the two felt no pain. Looking around, Shockwave noticed pure electricity soaring throughout the bridge, destroying computers and blowing out all the lights. By the time the light show had ended, the only source of light came from the large opening directly in front of the two.

Soundwave faced his console screen. It was pitch black. He lifted up his wrist instead, tapping it twice to bring up a small scale hologram of the Nemesis. Several warning lights flashed on his wrist, indicating something to be wrong.

And something was.

“All power has been…lost,” Soundwave spoke, his voice stuttering for a brief second. “Dark Spark signatures are fading.”

Shockwave turned his attention from the Communications Officer and back to the front of the ship where a loud whistle had emanated from. There, lying in front of the damaged glass shield was the mischievous Master of Chaos himself, Discord.

He waved to Shockwave, winking to Soundwave as well before disappearing in a bright, white flash.

The Decepticon stood silent, almost pondering on the events that had just transpired before him, out of his reach. His silence was broken once Soundwave spoke again.

“The Nemesis appears to be losing altitude. Estimated crash time: 88 seconds and counting.”

Shockwave faced his fellow Decepticon. “What areas of the ship will be damaged when we crash?” he asked urgently.

Soundwave tapped on his wrist a bit more, earning another status report. He said, “Damages to areas will include engines, outer hull, launching pad, inner chambers, laboratories-”

He slammed his fist onto the nearest computer console, shattering the glass with his strength. Soundwave stopped rambling and faced his superior. The Decepticon shook his head slowly back and forth, contemplating the news he was told. 

Shockwave spun around and stared into Soundwave’s visor.

“We must not allow the creation to be destroyed!” Shockwave shouted, surprising the other Decepticon. He pushed past Soundwave, facing the twitching door way ahead of him. With his back turned, Shockwave spoke, his voice distant and filled with something Soundwave hadn’t known Shockwave to be capable of…

Worry.

“How much time until the ship crashes?” he asked with his back still turned.

“70 seconds,” Soundwave responded immediately.

He slowly turned his head back, his purple eye flashing red once.

“We need to awaken our master…now!”











The door leading into the laboratories were blasted apart from Shockwave’s cannon. No power, no use in trying to pry open the door with such little time left. The two raced inside, wobbling a bit from the Nemesis continually falling.

In the darkness, with such little light to aid the two Decepticons, they saw it. They saw him. 

The experimentation had gone on without any problems whatsoever. Optimus Prime’s T-cog had proven to be an effective replacement and was inserted within the creation first of all. All limbs and extremities were attached, all weapon systems were online, and Dark Energon halted its flow inside of the creation through the hundreds of tubes attached to its back. The loss of power on the Nemesis ended the Dark Energon transfusion, Shockwave suspected.

All that remained…

Shockwave’s optic landed on the lone item resting on the floating tray.

The Crystal Heart protected in its metal shell gave light in the dark laboratory. With rejuvenated speed, Shockwave lunged for the Heart and gripped it in his right palm. Eyeing the item up and down and over and under, Shockwave turned towards his creation, his optic filled with determination.

He took one step…

“Shockwave…”

He stopped.

“The Dark Energon transfusion is not yet complete. There is a strong probability that the creation will not prove to be effective on the battlefield as he once was,” Soundwave advised.

Shockwave gripped the Crystal Heart’s metal shell that he installed, his creation. The metal shell was designed to contain the Crystal Heart’s power and use it as an effective spark would on a Transformer. His design, his creation, his undying allegiance to his true master was soon to be fulfilled.

His home would be saved. His master would be saved.

They needed him alive. Only with Megatron and the Dark Spark could they survive.

“We will need him for one purpose only. He is the only who can handle the Dark Spark’s true power. That is all we need to save Cybertron, nothing more. And if he is not as effective in battle as we would’ve hoped,” Shockwave paused, taking the time to jam the Crystal Heart right into the open chest cavity of his creation.

“…then that is a price I am willing to pay.”

The creation’s chest closed instantly with a newfound power source building up inside. Shockwave and Soundwave backed away as the creation came to life, twitching, squirming, awakening. Lights tore through his body, at once light blue from the Heart’s power and then all bright purple. The creation lifted up its head to stare into the eyes of his creators.

It saw them.

It saw light.

It saw life.

It was free. At last.

The creation’s optics glowed bright red, a low growl erupting from his maw.

“I…am…GALVATROOOON!!!”

	



> Chapter 81-The Offensive
> --------------------------------------------------------------------------



The glowing red underbelly of the Nemesis died. As did the rest of the ship, everything collapsed, everything shut down, everything fell apart. The resistance defensive lines fell silent.

Optimus Prime stood just as silent as the two Alicorn sisters. Their eyes were fixated above, staring at the dark flagship that tumbled and rumbled from the inside. Then it fell. Like a lumbering beast thwarted by a heroic figure, the Decepticon flagship began to fall.

Panic began to arise from the resistance fighters once the thought of the thousand ton alien spaceship crushing them crossed their minds. Thankfully, that thought was dashed away once the Nemesis tilted heavily to the left, choosing to smash into numerous buildings as it continued on its crash course. 

“The Nemesis crumbles!” Princess Luna shouted with her hoof outstretched in victory. She quickly brought it back, wincing in pain from her wound still not fully healed. The resistance fighters cheered from behind, lifting up their rifles and swords in victory.

Princess Celestia and Optimus Prime…they did not cheer. Their focus remained on something else…something from the Nemesis.

They both saw it.

Five massive individuals leapt from the side of the Nemesis’ tow cable launch port. They landed straight ahead in the streets, joining in on the main battle between Shining Armor’s forces and the Decepticon and Alliance army. Both Optimus and Celestia turned back towards the falling flagship, both of them gasping.

Shockwave was there. He stood alongside Soundwave and one other at the top of the Nemesis as it continued to fall. At once, all in unison, the three figures all jumped from the Nemesis, the ship falling behind the row of skyscrapers that Optimus could not see behind.

A massive rumble in the streets followed the crash of the Decepticon flagship.

Then the fighting continued.

With Optimus’ optics still locked on the rising smoke from the presumed crash site, the sounds of the two sisters spoke from his side. He listened to them, yet he did not take his gaze off the smoke.

“The Combaticons have entered the fight, dear sister!” Luna announced, levitating her longsword in a defensive pose. Optimus spun his head back to take witness to the fight ahead of him. Painful screams, rocket blasts, swords cutting and slashing, rifle fire, and the occasional sound of bodies hitting the ground filled Prime’s hearing processors.

He gripped his sword. He tightened his shield.

Optimus prepared to take a step forward, to move into the main fight and aid the resistance equines. He stopped, on his own will he stopped. Prime turned his head back, gazing longingly at the still rising cloud of dark smoke.

A feeling of dread washed over his spark, a feeling he had never experienced forward. A feeling of foreboding, of dark nostalgia. He’d rather not let the feeling fill up his chest, but at the time, with the sky burning and ashes falling from the flames that consumed the buildings of Manehattan, Prime had to face it. Behind the skyscrapers, lost in the Nemesis’ crash, laid something Prime was glad to have forgotten.

That didn’t mean he needed to avoid it. No, it didn’t. Optimus, filled with the feelings that ripened his worn spark, ultimately began to move forward towards the crash site hidden behind the skyscrapers.

Yet, he stopped once more. Prime didn’t want to abandon his friends, his allies, from the Decepticon and Alliance army pushing forward by the second. He was conflicted, tied to the main war ahead and the dark feeling he must confront where the Nemesis lied. He lowered his head only slightly, staring at his weapons, contemplating his choices.

The princess’ words began to rise again.

“Do what you must, Optimus. We will hold the line in your absence.”

Slowly, the last Prime turned his gaze back, locking it with the solar goddess’. He turned his body back to face her. As he did so, Optimus spotted the conflict ahead of them, passed the two Alicorns and swarming downtown Manehattan. A flurry of explosions rocked the earth.

“Are you certain?” Prime asked.

Both Celestia and Luna nodded, levitating their weapons.

“Shockwave must be stopped at all costs, and yes, I’m certain you’re the one to do it,” Celestia told the towering Autobot, offering a knowing grin.

“Now, be gone with you! Quickly, before we change our minds!” Luna advised, smiling up at the Autobot leader with a grin that plastered her sister’s.

Optimus nodded to them both. With rejuvenated strengths, the last Prime stood up straight, his sword and shield held tight in his grasp. He spun around and took off straight through the carnage of a toppled building, disappearing behind the skyscrapers on the new road he entered.

The rifle fire continued with the absence of the Autobot leader. Princess Celestia sighed, turning around to face the body-filled, gruesome road ahead of her. The enemy army was growing nearer as the seconds ticked away. Soon enough, the resistance lines would be overwhelmed, outmatched. Just as the two sisters imagined in the worst possible way, the Equestrian Revolution would end in the fall of everything they knew was right and just.

If the Decepticons were going to win, they would have to do it standing over the bodies of every last resistance fighter. That is, if they got through Celestia or Luna first.

If the resistance was going to lose, then they would take down as many Decepticons as they could, same went for the Alliance.

Princess Celestia levitated her spear, Luna her longsword.

Ignoring the blasts from the fight ahead and the roaring of jet engines from the aerial Decepticon fighters flying high above, Princess Luna forced another small smile, wincing slightly as she applied pressure to her left foreleg.

“Art thou ready, sister?” the dark blue Alicorn asked.

Celestia was soon to answer, yet she stopped and fell silent. The whole battlefield fell silent, save for the constant sounds of jet engines soaring across the skies.

A new shadow emerged, and from the fall of the Decepticon warship…another was born.

The resistance stopped firing. The downtown battle halted for the briefest of moments. With Alliance ponies and Shining’s troops still locked in combat, all eyes turned to the sky where a new shadow covered across the landscape. Even Shining Armor, having just relished over his recent victory against a Decepticon soldier and stood proudly over its remains, turned his nose to the sky, his eyes growing dark and his heart feeling cold.

Another Decepticon warship hovered over the buildings.

Although it wasn’t as large as the Nemesis was, the ship rivaled all other flying beasts in the sky with its massive size and terrifying image. The new ship slowly hovered down below just above and between the rooftops far down the road. Celestia and Luna continued to stare at it, the entire battlefield continued to stare at it.

Some laughter was heard. Deep, gruff, evil laughter. Celestia could only imagine it to come from the remaining Decepticon soldiers, but why?

They soon found out.

The resistance soon found out.

The whole city soon found out.

With a powerful clash of metal against metal, causing windows to shatter and dust to pick up from the streets, the new ship morphed and changed so the whole street could see. It was an incredible, jaw-dropping, heart-stopping sight that caused both princesses to feel mixtures of shock and fear rush through their veins.

The ship ended its transformation, taking the new form of a bipedal Cybertronian god in the midst of mortals. It landed in the streets, two legs halting its collapse that bended only slightly at the knees. Slowly, the titan began to stand fully upwards, two arms appearing at its sides as well as a pair of wings on its back.

Shining Armor gulped, slowly shaking his head side to side.

“Can’t be…” he whispered, never taking his eyes off the symbol on its chest.

On his chest, the Decepticon symbol burned bright purple. His eyes followed, lighting up the same color. The darkness of the city street was lit up in the light, purple glow, enveloping across Shining Armor’s troops as a figure of his dominance, of his unequal power.

Omega Supreme lifted up his right fist, charging an energy ball between his rotating fingers.

He fired right into Shining Armor’s army. The screams of burning ponies were ripe, alongside the cries of victory from the Decepticon and Alliance forces.




> Chapter 82-You Need to Push On
> --------------------------------------------------------------------------


Swoop screeched through the blazing winds.

Jetfire’s engines tore apart the skies.

Drift’s propeller blades cut the air in half.

Twilight Sparkle screamed in pain.

“Oh! I’m so sorry! I’m so sorry!” Fluttershy quickly apologized, fear rushing through her veins after having applied the bandage to Twilight’s broken foreleg. She leaned in, eyeing the bloody bandage with worry fresh in her eyes. “Here, let me just…”

Very gently, the Pegasus, having acted as the best nurse she could ever hope to, bit down on the bandage and removed it. Instantly, her eyes shrunk to the size of peas, noticing the dark crimson liquid pouring out of the long gash in Twilight’s hoof. She was even more horrified to see it bent in an awkward position.

She could’ve passed out. She would’ve passed out and fallen right off Swoop’s back and plummet to the ground below if it weren’t for a friendly orange hoof holding her together.

“Easy there, ‘Shy. It’s nothin’ you’ve never seen before,” Applejack offered to her friend, holding down her hat from being caught by the strong winds soaring past them. She gave Fluttershy another smile, turning her grim expression over to the whimpering princess.

“Come on now. Twilight needs help. Ah don’t know how much longer she can make it after losin’ so much…blood,” Applejack cautioned, eyeing the fresh blood pouring from Twilight’s reopening wounds.

Twilight actually managed a weak chuckle, followed by an even weaker cough.

“Don’t worry, girls. We’re almost there… I trust in each and every one of you… We’re gonna make it…I just know it. Yeah…we’re almost…there,” Twilight whispered, her eyelids slowly falling. Rainbow Dash’s body went frigid, a horrified look on her face.

Quickly, she faced the bot controlling the rampaging pterodactyl and asked rather loudly, “Hey, just how far are we from Ponyville?!”

Bumblebee was far too busy controlling Swoop to pay attention to her question. Instead, a certain dark blue helicopter caught the Pegasus and the other mares by surprise by flying right next to them.

Drift spoke and said, “You have no reason to worry any longer! My calculations suggest that Ponyville is nearly two miles ahead!”

“Right!” Cliffjumper added in as well, catching the attention of all the mares sitting tightly-packed behind him. He flashed them a grin, reloading his Subsonic Repeater. “So for the time being, just sit back and enjoy the ride!”

Swoop screeched in acknowledgment.

Rainbow Dash, on the other hand, frowned heavily. She pointed to the shivering Alicorn being comforted by Fluttershy. She shouted, “We can’t sit back and enjoy anything until I know for certain that my friend isn’t going to die!”

“Sorry, can’t hear you over the gunfire!” Cliffjumper shouted back, aiming his repeater forward and blasting away. Normally, the mares would react to Cliffjumper’s behavior right away, but considering that he was holding off the Decepticons by himself, they decided to leave him alone.

It was a shame because Rainbow wasn’t done arguing with him.

Her large, magenta irises stared at Cliffjumper’s back, a constant frown etched into her expression. The frown only worsened once she spotted the targets Cliffjumper was aiming for. 

Decepticon Jets…and a lot of them.

She could also spot one jet in the bunch of dark figures trailing behind them. It had color, it was faster than the others, and it led the chase with missiles and bullets that nearly missed Swoop every time. Rainbow Dash knew that aim. She remembered how terrible that aim was.

It could only belong to one Decepticon…

Rainbow Dash’s eyes grew wide.

Her jaw fell open to speak, yet her words halted when Pinkie shouted, “I see it! Ponyville’s right ahead!”









“Attention! All Decepticons stationed in Ponyville, there are three enemy targets approaching your destination. Be alert, Princess Twilight Sparkle is with them. Defend the town and the castle at all costs! Shockwave out.”

He lowered his hand down from the side of his right temple, the message clearly heard and acknowledged. Once the static rolled in, the Decepticon soldier cut the comms transmission and approached the rest of his squad. They all repeated his previous actions, nodding to one another and lifting up their assault rifles.

“You heard the boss! Ready the Alliance tanks and get the rocket troops and snipers up on the rooftops! Twilight Sparkle does not survive passed the gates!” he said, pointing to each one of his squad members.

They all nodded to one another, one of them shouting, “Alright, let’s move out! Defensive positions now!”

The Decepticon soldier watched as the remaining members of his squad that didn’t line up at the barbed-wire gates went to inform the snipers and rocket troopers of their duties. He watched from the outskirts of the small village as Alliance troopers forced innocent civilians back into their homes by force. Civilians stared up into the skies with fear, eyeing the Alliance airships that hovered above them all and the Decepticon soldiers that crawled up the building walls.

When he brought his attention back to the front gates, he noticed a complete line of Alliance Spider Tanks by his side, all in order, all accurate. Just as he liked it. 

The Decepticon soldier turned his attention to the tank commander, an Alliance stallion wearing nothing but pure black armor and a glowing red visor across his vision. He nodded once to his pony ally. The stallion nodded back, turning his eyes to the sky.

He did as well, and no sooner did he spot the targets his master was warning about.

A jet, a helicopter, and a…something else. It didn’t matter. He could see all three Autobot symbols from where he stood. Well, only two symbols. That was still all the assurance he needed.

He lifted up his right hand.

“Alliance Tank brigade, on my mark!” he shouted

Their spider-like legs lifted their underbellies off the ground. Their muzzles pointed towards the sky, all ten of them.

The Decepticon eyed the three targets approaching by the nano-second. 

“Ready…!”

His squad by the gates aimed their rifles upwards.

“Aim…!”

Even more targets appeared behind the three, yet the Decepticon was smart enough to notice his own symbol gracing each one. He hoped the others were smart enough too.

“…Fire!”

A barrage of heavy gunfire rang out through the small village, frightening the ponies still struggling against their oppressors forcing them inside. All eyes turned towards the direction of the sound. They all noticed numerous bright streaks of light headed for the clouds and three objects near them.

Several blasts rang out, dotting the sky in black smoke.

A direct hit.









“Hey, look! A welcoming party! Those ponies in Ponyville sure do know how to welcome back longtime friends! They even brought fireworks!”

Confused and somewhat interested by Pinkie’s words, Applejack led Rarity and Rainbow Dash over to Swoop’s far left side, barely over his flapping wing to catch a glimpse of the fireworks. Fluttershy stayed and tended to the wounded Twilight, who had now begun to fade in and out of consciousness.

Applejack, Rarity, and Rainbow Dash all peeked over the side, joining Pinkie Pie. All of their smiles faded.

There was something flying in the air, much like a firework like Pinkie had said. Except, these were no explosions of bright, colorful light to spread awe and wonder to any excited eyes. They were rocket shells.

All three mares fell back from the force of the nearest blast, all except for Pinkie who continued to stare straight down.

The rocket shells exploded all around her. Pinkie blew a raspberry, frowning as she did so.

“Lame! You call those fireworks? I’m beginning to wonder if those ponies down there are even trying to welcome us back to Ponyville!”

“Pinkie, get back here!” Rarity screeched, wrapping Pinkie in her aura of magic and dragging her back. Another shell went off right where Pinkie was recently laying, the blast blowing apart Swoop’s left wing and knocking the pink mare back into her pile of friends.

She wasn’t the only one knocked back.

Following Swoop’s painful screeches, Bumblebee had quickly lost his balance from the recent shell blast and fell off Swoop’s right wing. He screamed the entire way down, his voice lost within the impact in Ponyville’s borders.

“Bumblebee!” the mares cried together, Twilight included. Their cries of sorrow quickly faded, being transformed into cries of fear.

Swoop plummeted like a rock.

From the six ponies’ perspective, they witnessed the Dinobot struggling with all his might to regain balance. His left wing, however, was torn to shreds, wires and shredded shrapnel breaking and falling off as they fell. Fluttershy shed a few tears after hearing Swoop’s painful shrieks, like an innocent animal wounded.

“What the heck…?! Why are we falling?!” Cliffjumper shouted, slipping onto his chest and grabbing whatever bit of Swoop that stuck out. The Dinobot screeched in pain, his body falling quicker.

With their manes clouding their vision from the rushing winds, the six mares could barely catch a glimpse of their supposed saviors falling right by their side. With the strength of the wind over their ears, they could hardly make out what they said.

“…Hold on! We’re coming for ya!”

Jetfire’s voice rang out through the air, only to be silenced by another tank shell.

“Gah! I’m hit! I’m going dow-!”

Jetfire flew awkwardly over them, his engines on fire as he impacted Drift with a deafening thud of metal against metal. The two flyers broke apart quickly, falling to join the Dinobot in their descent into the dirt of Ponyville.

With nothing left to hope for their safety, the six friends held on tight to each other, grabbing a bit of the Dinobot and holding on for dear life. Their eyes shut tight, their teeth clenched, their forelegs wrapped around one another in a tight embrace. Twilight didn’t close her eyes.

She looked down.

They were in Ponyville.

They made it.

With the impact and the dirt showering over them, Twilight felt the darkness sweep in over her body. It felt nice…for once.










Her ear twitched.

Slowly, she breathed in. A miracle.

The Alicorn flexed her muscles. All of them worked, despite the pain. Another miracle.

Twilight Sparkle eyed the ground, her cheek pressed hard against the dirt road. She could only eye large dirt clogs and pieces of earth strewn across her field of vision. Everything else was blurry, out of focus and out of her range.

The pain returned just as quickly as did the feeling in her limbs. 

Her cuts opened up again, leaking out more blood that Twilight could see rest in a small puddle right under her muzzle. She tried to spread her wings, but felt a searing pain rush through the shattered bones that once worked properly, another reminder of her past torture at the hands of the mad Decepticon scientist.

Something appeared in the blurry portion of her vision. It was becoming clearer, as if it was approaching her.

She breathed out, short gasps joining in.

The blurry figure turned out to be Jetfire. He crawled towards the Alicorn, sparks dancing off his body with each movement he made, even more liquid Energon pouring from his newly formed wounds. Yet he still crawled, still advanced towards the injured Princess of Friendship.

Twilight forced herself to lift her head up, ignoring the pain soaring through her neck muscles. She regretted doing just that. 

As if her hearing never returned, Starscream silently appeared from behind the wounded Autobot, his body escaping the smoke created from Swoop’s devastating crash. Even with her vision slightly blurry from afar, Twilight could still see his grin. She could still see Starscream’s evil smile stretch across his metal face.

He pointed his right fist towards her. 

No…

Not towards her.

Towards-

A blast rang out, bringing back Twilight’s hearing.

Jetfire’s chest erupted in a bright, orange flash. Metal flew outwards from the force of the shot at such close range. Luckily, Twilight wasn’t hit with any of the sharp pieces. She was only coated in fresh Energon. Jetfire’s Energon. His blood.

A look of pure horror was strewn across the Alicorn’s face as she witnessed Jetfire fall flat on his chest, groans of pain emanating from his person. She positioned herself in a laying pose with fresh tears boiling in her eyes, both from the pain and witnessing her friend slowly fall apart.

Jetfire lifted up his scarred head, revealing no expression on his face. His jaw hung slightly open, a small, glowing blue river of his blood on the edge of his lip. His blue eye flickered light and dark, the other shattered optic simply holding a single line of liquid Energon trailing down his face. Like a tear.

For what seemed like the end of time, the two stared at each other in silence. Their breaths joined together in harmony, old, ragged, broken harmony. Jetfire pushed his hand forward to Twilight, making a large indent in the dirt with his fist. Twilight stared at his hand barely inches from her chest.

The Autobot touched her softly. Very softly. Twilight sighed in content.

Jetfire smiled, knowing for certain that he felt a heartbeat. She lived. That’s all that mattered.

“Jetfire…” he heard her speak in barely above a whisper. Strangely enough, he blocked out any other signs of noise around, his full and last bit of attention on Twilight and Twilight only. 

The princess stared into his flickering eye, her own beginning to shed a few sorrowful tears. She lifted up her bloody hoof and placed it over Jetfire’s hand, simply resting it there with no bit of strength left. 

“I’m so…I’m so sorry,” she told him, her voice weak and cracking.

Jetfire managed another soft smile. He slowly lifted up his pointing finger and wiped away a single tear falling from her cheek. When he spoke, Twilight couldn’t tell if he was in pain or not. It felt…like he was content, like he was at peace.

He said to her, “You need to keep going, Twilight. You need to push on…because the world needs you now.”

Twilight couldn’t handle it any longer. She broke down, embracing Jetfire’s finger with the strongest embrace she could offer in her injured state. Her cries filled his hearing processors, and it was the only sound he heard for the longest time.

“How touching…”

A dark chuckle came from behind. Twilight gasped. Jetfire gave the Alicorn one last look before pushing himself off the ground, pools of Energon pouring from the large hold in his chest. Twilight gasped again, taking notice of the scene before her.

Starscream stood behind the Autobot, his Nucleon Charge Rifle aimed at his back. Jetfire continued to rise up until he stopped in a kneeling position, his head low and his eye continuously resting into Twilight’s, never breaking contact.

Starscream sneered, jabbing the muzzle of his rifle into Jetfire’s back. 

“You should’ve joined us all those years ago, fool,” he scoffed.

The rifle cocked backwards, then forwards.

Twilight’s eyes grew wide, more tears falling. Jetfire didn’t smile. He stared at her silently, his eye continued to flicker off and on. Off and on.

Another shot rang out.

Twilight didn’t scream.

The second shot tore apart whatever remained of Jetfire’s chest and neck area. Metal shards scattered across the dirt road, the last bits of liquid Energon falling from the wound at a quick pace, like a rushing stream. Slowly, in Twilight’s perspective, the Autobot fell for the last time.

The most horrifying sight, however, was what followed his fall. His neck torn to shreds, nothing held his head in place, and Jetfire’s severed extremity rolled off from the rest of his body and rested in the dirt to Twilight’s far right. His dark eyes continued to stare into hers, even in death, with a look of pure terror forever etched into his metal face.

Her hearing returned fully after that, and all she could hear was Starscream’s wicked laughter.





> Chapter 83-Galvatron
> --------------------------------------------------------------------------



A being of metal and darkness flew down the tattered street dwelling within the pony metropolis of Manehattan. The ship approached its intended destination in no time whatsoever. Slowing its descent, the ship transformed and revealed the creation of Shockwave, the true intentions the Decepticon scientist had all along.

The Transformer landed on two feet, ramming his left fist into the concrete to slow himself down. Once he came to a complete stop, creating a long line of shredded street in his landing, the Transformer stood fully upright.

His purple armor glowed with fresh ferocity, adjusting with every short movement he made of his body. The Transformer eyed the large cannon jutting out from his right forearm, the long barrel being a bright orange color. His eyes burned red, another growl emanating from within his newly constructed spark.

He turned around, being greeted by the ship that had been following him. It transformed, stopping right away about fifteen or so feet in front him.

Vaguely, he seemed familiar. And the voice…the voice of the newcomer brought back something hidden behind his optics, something he didn’t quite understand. 

“Welcome home, Lord Galvatron,” Shockwave addressed, offering a slight bow.

A second Decepticon approached the first one’s side, his alternative mode being that of ground vehicle. He transformed and stood silently next to Shockwave, his glowing red visor staring into Galvatron’s eyes with no emotion present. Galvatron vaguely remembered him as well, but it was very difficult to do so.

“Decepticon Communications Officer Soundwave reporting for duty, Lord Galvatron,” the second one spoke, his mouthplate moving up and down with every word.

After silently staring at the two Decepticons for long enough, Galvatron took the time to observe his new body, the name he was given, and the carnage around him. He looked down at his fists, clenching and relaxing his fingers a few times. It felt good, natural even. His movements were slick and fluid, with strength ready to express on whoever dared stand before him. The name, however, was something that felt familiar.

He felt as if the name was true. It was as if he knew of his person before he had even awakened. Little bits and pieces continued to float across his vision, but they never made a complete picture. “Galvatron”… It was such an interesting name. It’ll be one he’ll surely keep.

With a deep breath, Galvatron turned his mighty head across the street he stood in. From where he stood, he observed a massive crash site just alongside the rows of toppled buildings to his right. Ashes and flames fell from the cloudy skies, only shreds of afternoon sunlight peeking through the smoke clouds.

Galvatron looked to the skies, noticing several jets all sporting the same insignia fly overhead. He caught a quick glimpse of one of the symbols. It was familiar for some odd reason. Curious, Galvatron brought his optics downwards and onto the glowing symbol on his chest. Just as he suspected. Exactly the same.

The bits and pieces of what appeared to be memories continued to float around within his mind, but they were slowly…slowly being put together. The pictures created so far told of a tale, a dream long forgotten so many years ago. The big picture was not seen, not yet. He didn’t need it.

He’d gotten what he wanted so far.

“Shockwave,” Galvatron addressed, testing the fluidity of his vocal processors. His voice was deep, gruff, and in desperate need of Energon, but it still held the same power that Megatron once had. Shockwave stepped forward, his purple eye never breaking contact with Galvatron, his creation, his leader.

Galvatron kept his eyes glued to the heavens, but he spoke out all the same.

“What has transpired in my absence?”

Soundwave approached Shockwave’s left side, listening carefully as his fellow Decepticon began to speak.

“Terrible…terrible tragedies I’m afraid, my Lord,” Shockwave began, catching the full attention of his leader. Galvatron’s optics narrowed, his eyes burning red and his jaw unhinging to show off his pointed teeth. Shockwave continued. “Since the Battle of the Crystal Empire, our entire race has been skewered to near extinction. Your fall in our return to Cybertron was a devastating loss, one I prayed to get through every waking second of my life on that dying planet.”

Shockwave turned his eyes over to the Nemesis’ crash site. Large fires began to spread, covering the Nemesis in dark smoke.

“The Decepticons fought on through the bitter tragedy we endured during our return. Lives were saved, many more were lost, and a new hope finally emerged back on the planet I hoped never to return to again. That is why we are here, my Lord. The Decepticons have won the war, and now we are going to start we hoped to since the fall of Cybertron: save it.”

“Cybertron…” Galvatron growled, clenching his fists tightly. He looked away, staring at the ground. The picture grew bigger, a planet infected with darkness finally appearing. “What do you have in mind, Shockwave?”

“It is why we have brought you back in the first place,” Shockwave said, pointing his blaster over to the Nemesis still resting against the tattered earth. “We scrambled for hundreds of years to collect every last bit of your mind, your spark, and your body in order to rebuild you just as you were before the fall. Much was recovered, much was lost, but just enough was saved in order for Megatron to be reincarnated into his superior form.”

Soundwave stepped forward, catching their attention. “Galvatron stands as 97.52% likeness to Megatron,” he explained for certainty.

Shockwave nodded to him, turning his head to face Galvatron. He said, “The reason for this would be that Megatron stood as the only Cybertronian in our midst who could fully control the Dark Spark’s forbidden powers, and use it in his advantage. Once we recover the Dark Spark, we will use it to control this planet’s core, thus controlling the entire planet’s energy source. With that, we will begin our journey back to Cybertron and reboot the core.”

He stepped forward, holding his fist out to Galvatron.

“After hundreds of years of warfare, of death, of great sorrow, we can finally change all of that and save our race. Lord Galvatron, with your strength, we can change destiny and ensure total victory for the Decepticons.”

Galvatron growled silently. He turned his gaze over to Soundwave.

“What advantages do we hold?” he asked

Soundwave took no time to explain in full detail. He began by saying, “The Dark Spark and the Matrix of Leadership remain in our possession. Scanners show neither was damaged from the crash, yet acquiring them remains a difficult task. The two relics remain deep within the Nemesis’ confines, locked away. I will send the Mini-cons on a recovery mission to extract the two relics still within the ship.”

As he finished saying that sentence, Soundwave pressed his down onto a small button at the top of his extruded chest. His chest opened up, popping out Rumble and Ravage. Galvatron watched as the two smaller Decepticons scurried away towards the crash site.

“Recover the Dark Spark and the Matrix of Leadership. We will dispose of the Matrix appropriately,” Soundwave told them. The two disappeared amongst the wreckage.

Soundwave faced Galvatron again. He said, “We will need to drill into the planet’s surface in order to create an accurate shot for the Dark Spark. That is why I have constructed an advanced War Machine during my time on Cybertron. With its immense power, we will be able to break apart the crust and destroy the mantle of this planet, giving us a perfect shot to the core. Approximate drilling time remains unknown, yet the War Machine remains intact.”

Soundwave pressed the same button again, releasing Frenzy out in the open.

“Retrieve Decepticon War Machine Mark II,” he ordered, watching as the red Mini-con dashed to the Nemesis’ wreckage.

Galvatron stepped forward, his eyes forever locked onto the massive flagship indented in the fallen buildings. He growled once more, turning his head back to watch Shockwave and Soundwave approach his sides.

The three stood silently near the demolished remains of the Manehattan train station.

After continuously waiting as his mind continued to put the pieces together, Galvatron finally spoke. Shockwave turned his head to the right.

“Are you certain this plan will work?”

Shockwave chuckled. His purple eye flashed bright red and stayed like that for several seconds.

“My Lord…as of now…the countdown to extinction has begun.”









The Autobot leader pushed through the remains of a building close to collapsing. He pushed into the street he had been searching for. It was not because he saw the rising smoke up close. It wasn’t that he saw the Nemesis lodged into a massive pile of rubble. 

He knew he had arrived when he spotted the three Decepticons standing alone, staring at the Nemesis lying on its belly.

Optimus Prime gripped his sword and shield.

Shockwave was right there. Soundwave was with him. There stood another, one final being that stood taller than the other two. He adjusted himself, ready for the fight. Prime stepped forward, but stopped when his optics grew wide with realization. 

The Decepticon, neither Shockwave nor Soundwave, but the taller one sent a message without even speaking. Prime backed away only slightly. The feeling in his chest, in his mind, in every shred of his being suddenly grew ten times darker. His optics began to fall faint, still locked onto the Decepticon standing in between Shockwave and Soundwave.

He shook his head. More memories trying to resurface, perhaps the dark ones. Prime had no time to reminisce. 

He clenched his fists. His sword began to shudder. Shockwave was right there. Optimus wasted no more time and ran to them.

Prime caught their attention rather quickly.	

Both Shockwave and Soundwave spun around in unison, the two whipping out their weapons and pointing them at the approaching Prime. Optimus stopped, instead choosing to stand fifty feet away from the three with his optics narrowed, ready to act if they fired.

The Decepticon standing in the middle turned around at the approaching sound.

Their optics connected for the first time, and they both immediately stared at each other, never moving, never breaking, with neither backing down. As if the world around them simply vanished, the horrors of war gone, the power of the Equestrian Revolution halted. Nothing moved. Nothing seemed to matter. As their optics connected, both could feel it.

Optimus felt it in his spark. The darkness creeping inside…

Galvatron felt it in his mind. The picture slowly beginning to rebuild…

“Optimus Prime!” Shockwave shouted, disrupting the deafening silence. His blaster was beginning to glow, the muzzle pointed at Prime’s chest.

He continued with his purple eye flashing. “You are far too late to stop us now! Just like before, just like the past, you’ve failed! You still remain greatly outnumbered, your forces diminished! We have what we need to destroy this wretched planet and save our home. Surrender now and we can save Cybertron together, brothers in arms!”

Prime narrowed his optics, both burning bright blue. He lifted up his shield and tightened the grip on his sword. Optimus stood in a ready position, glaring at the three Decepticons the entire time.

Shockwave shook his head, sighing, “Pity. You still fight for the insects. You could have been something truly great, but you have been built into something far worse. No matter, now I shall finish what I should have inside the Nemesis…”

A large, purple fist pressed down on Shockwave’s cannon.

Startled, Shockwave turned his head left to watch as Galvatron began to approach the battle-ready Prime, a haunting grin on his everlasting face. The massive Decepticon hybrid stopped in the center of the street only about thirty or so feet away from the Prime.

He spoke.

His voice felt demented, and Prime could feel it creeping into his mind and spark.

“I know you…” Galvatron stated, his deep voice sending ripples through Optimus’ Energon. The last Prime stood his ground, refusing to back away. The beast continued while slightly rubbing the side of his head.

“Distant memories recall… Bringer of peace…symbol of hope…yes...I know you.” 

Galvatron began to chuckle. That chuckle quickly changed into wicked laughter devoid of any joy, happiness. Only sorrow, only pain, only hatred. Prime growled, tightening his fists as the dark being continued to laugh. It stared down Optimus with eyes of pure wrath, an old entity of hatred resurfacing and boiling over to command the actions of the reincarnated Megatron.

Galvatron smiled.

Optimus frowned.

“Prime...” the Decepticon creation growled, beginning to circle the Autobot. “There are no odds seeking your favor in this dying age. You fight a war a million years lost. You fight for a cause with no hope of winning, with no chance of freedom.”

Galvatron frowned this time, stopping and silently staring at Optimus. The ashes from the burning buildings fell around him in the afternoon sunlight.

“What do you hope to accomplish by standing before me?”

Optimus Prime remained silent for a few moments longer, losing the right words for his response. When it appeared as if the lone Prime would never respond, Galvatron began to smile, his laughter slowly returning.

“The end of your reign,” Optimus answered.

The Decepticon hybrid’s smile vanished. 

He growled silently, clenching his left fist as a short staff popped into his palm. The staff merged with Galvatron’s person, forming a long blade that once belonged to Megatron, but now in the possession of a being much more powerful, much more intent with causing as much death as possible. Galvatron swung his sword outwards, the silver and purple metal shimmering in the sunlight.

“How did the old saying go…? Ah…yes… By the end of this day, Prime…”

Optimus readied himself.

“One shall stand…”

The bitter words fell from Shockwave.

“One shall fall,” the Decepticon scientist finished, his optic landing on Prime. He checked to see if his cannon was fully loaded. Soundwave morphed his right fist into his signature TechVolt. The two stood together, watching as the two titans squared off in the street, ready to aid their new master.

He would need every bit of it. 

Optimus Prime charged. Galvatron did the same. The two leaders collided, shaking the earth.



	


> Chapter 84-The Bounty
> --------------------------------------------------------------------------


“No…”

Jetfire’s blue eye faded to black.

Twilight’s ears fell flat against her bruised skull, tears falling from her eyes at a brisk pace. As she lay in the center of Ponyville’s road, the fires from the houses giving the area an eerie—almost haunting—look, the fallen Autobot before her breathed his final breath with his adversary laughing to the heavens.

Twilight shut her eyes tight, refusing to look at Jetfire’s severed head and into his eyes that would not ever hold life again. She cried, now fully embracing the horrors of warfare and all that came with it. Just like before…

Pain.

Suffering.

Death.

…Loss.

The laughing ceased. Twilight lifted up her head and opened her eyes, still suffering over the loss of her friend. Her emotions were forced back inside when she was met with the end of the barrel from Starscream’s rifle.

“You see, princess,” Starscream began, his silver tongue tracing against Twilight’s ears, making her shiver. “Your Autobots aren’t unstoppable. You aren’t unstoppable. We’ve taken your world, enjoyed its riches, and now we are one step closer to total victory.”

The princess whimpered in pain, more tears falling from her eyes. Starscream smirked, his foot kicking aside Jetfire’s remains. “Your world is gone, Sparkle, and the sooner you are wiped out from existence…the sooner each and every one of your precious, little friends will give in.”

Twilight watched as the end of the barrel began to glow.

She could still see Starscream’s wicked smile.

“Just like Equestria…you fall.”

He fired. Twilight held her breath and waited for the bullet to hit its mark.

The dirt next to her exploded, yet she remained fine. Well, more or less. 

Surprised, the princess looked up to be met with a sight that made her heart skip a beat. A rainbow trail led straight over her head and into Starscream’s face, causing both the Decepticon and pony that rammed him to stumble backwards.

She knew well enough who had come to her aid.

“GAH! Wretched equine!” Starscream bellowed, swiping his fist in an attempt to smack the bothersome pony to the dirt. However, the cyan Pegasus was much too quick for the faltering Starscream, and she responded to his swipes with one of her own.

Rainbow Dash flew behind the Decepticon, appearing underneath and his legs and jetting straight to his chin. Her hoof connected perfectly against Starscream’s lower jaw, sending the fumbling Transformer into a clumsy backpedal. 

“You’re not hurting my friends anymore!” the Pegasus screamed, rushing straight for the Decepticon while he was dazed. Her speed picked rather quickly, and just before she could prepare herself for another head-on collision…

…Starscream’s hand stopped her.

Twilight gasped. Starscream glared hatefully at the struggling Rainbow Dash in his grip. With a scream of anger, he slammed the pony into the dirt right by his feet. Rainbow hit the ground with a loud thud and an ear-splitting crack that made the Pegasus cry out in pain. Starscream didn’t stop there. He advanced on the wounded pony, sending a powerful kick into her side which launched the Pegasus next to Twilight’s side.

With Starscream clutching his jaw in pain and shouting curse after curse, Twilight took what little time she could and crawled over to her friend. It hurt her body, but it hurt even more so to see Rainbow Dash, her friend, crying in pain as she lay in the dirt.

Twilight crawled until she was right next to Rainbow. She spoke, her voice cracking.

“…Rainbow Dash…you…you saved me.”

The rainbow-haired Pegasus managed a weak smile, painful tears still boiling in her eyes as she chuckled. Twilight bit her lower lip, eyeing Rainbow clutching her twisted wing.

“Is it broken?” the Alicorn princess asked. Rainbow Dash stared down at her left wing, noticing the odd angle it created. She prodded it gently with her hoof, hissing in agony, more tears rolling down her cheeks.

“Yeah… Yeah, I think it’s broken,” Rainbow managed to sputter.

“Oh, Rainbow Dash,” Twilight whimpered, leaning in and nuzzling Rainbow’s cheek affectionately. “I’m sorry…this is all my fault. I never wanted any of you to risk your lives for me. If it wasn’t for me…none of this would be happening.”

Rainbow actually managed a genuine smile, though her grunts of pain made it disappear for a few, short moments. She said, “Hey, don’t say that. We’re friends…and friends risk their lives for one another. It’s what we do… It’s what I do.”

Twilight began to smile, but it was interrupted by two loud crashes appearing from her side. Both she and Rainbow Dash turned their eyes to the source, only Rainbow glaring in sheer hatred at the being standing before them. 

Starscream glared right back, his rifle aimed right at the two.

“I’ve had it with you, Rainbow Dash! I’ve had it with this scrapping world! When I finish you off, I’ll be sure to tell your friends how you begged for mercy at the hands of Star-!”

A sword flew right over their heads, slicing Starscream’s rifle in half.

A look of pure terror had stricken Starscream’s expression as he watched his rifle fall apart in his hands, the sword tumbling to the dirt to his far left. With the two mares lying before him still awestruck, the hate-filled Decepticon Seeker turned towards the direction the blade had soared from. 

“Who dares challenge the might of Starscream?!”

An Autobot rushed through the smoke and haze, tossing his second sword right at the Decepticon. Starscream was unprepared for the blade approaching at such quick speeds, and the very tip of the sword was launched right into his left shoulder.

Starscream yelped in pain, turning once more to face his assailant. He watched helplessly as the Autobot pounced on him, ripping the sword from his shoulder and sending a powerful kick into his chest at the same time. Starscream flew backwards from the force of the kick, his body impacting a small house. Starscream disappeared under the falling house.

With relieved sighs, the two mares looked up to be greeted by their savior. Drift.

The Autobot reached down to pick up the first sword he tossed. With his blades rightly returned, Drift brought his eyes down to the two ponies, Twilight Sparkle and Rainbow Dash, both clearly injured.

He lowered the tip of his sword to them. “Quickly now, we have not much time before the Decepticons move in! We still need to get you six to the castle!”

After finally realizing what Drift was doing, Rainbow reached forward and gripped her hoof on the top of the sword, the portion that wasn’t sharp, and pulled herself up. As her broken wing hung lazily at her side, Rainbow proceeded to assist the wounded princess.

Twilight grunted in pain as she stood back up on all fours, assisted by Rainbow, of course. She looked up at Drift, tears still fresh in her eyes. “I can’t go anymore… The castle’s too far away,” she whimpered as Rainbow nuzzled her for comfort.

Drift, however, wasn’t having any of it.

“It’s not too far away! Come, I will protect each and every one of you!” Drift stated firmly, moving down the road to where Twilight presumed her castle was. It was hard to tell. There was still so much smoke building up all around her.

With Rainbow Dash never leaving her side, the princess proceeded to limp towards her destination. Drift waited for them as they passed, and just before he could follow…something caught his glance. Something…

Drift turned his optics back towards the road, the same area he saved the two ponies from Starscream’s wrath. He was met with a sight that made his Energon freeze.

A Transformer’s remains lay scattered across the dirt.

A severed head sat silently, its eyes forever dark.

A fallen warrior.

Drift’s jaw fell only slightly.

A fallen Autobot.

He stood as silent as the breeze in the burning battlegrounds of Ponyville. A sword in each hand, a weight on each shoulder, the Decepticon turned Autobot gazed longingly at the first casualty he’s experienced while fighting for justice. The fallen warrior, the Autobot, gazed at his thriving companion, the one who wasn’t fast enough to save them all.

Drift lowered his head, his optics slowly shutting.

“…Drift!”

The faint call of a friend…

Drift turned his gaze around, locking his eyes with Rainbow Dash. She and Twilight were both several feet ahead of him, still waiting for him, their protector. She called out once more.

“Come on, dude! Twilight’s not gonna make it much longer!”

Drift lingered his gaze towards Twilight. She coughed, sputtering out droplets of blood that painted the dirt dark crimson. Rainbow held her close, her eyes continuously full of worry.

The Autobot sent one last gaze to his fallen comrade before turning and running for the ponies, his friends. The fallen warrior remained where he was, forever lost with no one able to save him. Only with sacrifice can there be victory. Whoever shall fall will be met with peace, Drift hopefully thought. And by Primus, Drift was going to get them to safety no matter what.

He came next to Rainbow’s side, nodding to her.

She nodded back.

Despite my darkest
moods you reach out, take my hand,
and lead me toward hope.

By Primus, he was going to protect his friends.









The only thing Twilight could recognize from Swoop’s crash was that it completely decimated Ponyville’s dirt road. Large chunks of earth and rock pockmarked the landscape while indents in the road led to a single smoking crash site, a crash site surrounded by her friends.

“Guys…I found Twilight!” Rainbow called out, still holding onto the limping princess.

Twilight lifted up her head to see her friends once more. Though her vision continued to fade in and out, she focused and managed to catch a glimpse of what the crash had done for all of her companions. 

Bumblebee and Cliffjumper stood together over the smoking crater where Swoop resigned. Both Autobots had scorch marks with numerous bumps and tears along their armor plates. Still, they stood strong without any looks of pain across their face. 

Applejack sat bitterly, listening to Rarity’s continued complaints over her ruined mane and chipped hoof. Applejack merely rolled her eyes. They had just survived a crash from more than a hundred feet in the air and she was complaining about how she looked. Sometimes…Applejack just couldn’t believe the mare.

Pinkie Pie sat patiently near the crater while Fluttershy tended to the injured Dinobot within the smoke. The butter Pegasus gently placed her hoof on Swoop’s beak, instantly bringing it back once Swoop whimpered in pain. Fluttershy could only shed a few tears over the agony Swoop must be experiencing.

Twilight lowered her head, her eyelids slowly falling.

Once Rainbow Dash approached with Twilight under her foreleg, Applejack and Rarity were quick to come to Twilight’s aid, Pinkie galloping right behind them. Fluttershy remained in the crater, gently whispering soothing tones to the wounded Dinobot.

Drift walked past them, his eyes set on his fellow Autobots that had survived the crash.

Bumblebee turned to face Drift first, Cliffjumper following. “I see you found Twilight,” Bee observed, bringing his attention to Drift and Drift alone, no one else. A look of confusion struck Bee’s features, causing him to ask the inevitable question.

“Hey…where’s Jetfire?”

After waiting several seconds and still not getting an answer, Bumblebee brought his gaze towards Drift, noticing that his fellow Autobot wasn’t looking at him but at the dirt. He clenched onto his swords tighter, his body slightly trembling.

Cliffjumper stepped forward. “What…what happened?

Drift stared miserably to the side. He sighed heavily, more burning ashes falling around him.

“Jetfire is not coming back.”

At the moment those words left his lips, several gasps erupted from the group of mares behind him. Bumblebee and Cliffjumper simply stared at Drift, no words being formed or thought of. Drift brought his head back when he knew they could only respond in silence, the only type of response Drift really needed at the moment.

He faced the road again.

“The enemy is closing in. Come, we need to keep moving.”

Drift took a step forward…

“Wait!”

…then prominently brought it back.

All eyes were brought to the small, yellow Pegasus stepping out of the crater, her body covered in ash and soot. Her mane was strung together in shambles, the tips of her mane remaining burnt, possibly from the crash. However, despite her body’s defeated posture, her eyes stared bravely into Drift’s, never backing down.

Drift faced Fluttershy. She pointed her hoof back to the crater where the demolished form of Swoop remained. She said, “We can’t just leave Swoop here! The poor thing can barely move, let alone try and defend himself!”

“The more we try and argue, Fluttershy,” Drift began, his eyes pleading, “the more the enemy grows in strength. If we do not move now then we will never reach Twilight’s castle unharmed!”

“Swoop needs our help!” Fluttershy cried, tears streaming down her cheeks.

“And he will receive help,” Drift assured. He pointed the tip of the sword in his left hand down the road, the road that led to their destination. “Once you and your friends enact the Rainbow Power within you, then we can return for him. But we must hurry or none of us are going to make it! Jetfire’s death would have been in vain if we don’t finish the mission, the mission he gave his life for!”

“But…b-but we n-need to-” Fluttershy stammered, only to be interrupted by Rainbow Dash.

She felt a soft hoof on her shoulder. Fluttershy turned her gaze over to Rainbow, the Pegasus staring into her eyes, not with malice, not with anger, but with understanding and regret. Fluttershy’s jaw fell slightly.

“Come on, Flutters,” Rainbow whispered, this time smiling. “We won’t be long to get the Rainbow Power started. Swoop can hold out until then.”

Indifferent with her choices, Fluttershy eyed Drift again. He nodded to her, his face set in stone.

“It is what Jetfire would have wanted, that I can assure you,” the Autobot said, his voice traveling amongst the group. His words fell on the ears of every pony, including Twilight, making her heart sink. They all nodded to one another, standing up and trotting over to Drift.

Fluttershy, though hesitant at first, cast one last glance over to the crater Swoop still remained in. She gazed longingly at the Dinobot slowly being consumed by the smoke, sighing quietly in the end.

Bumblebee and Cliffjumper watched as the yellow Pegasus stood with her five friends, all ready to continue on. The two Autobots watched Drift carefully, his eyes following the six mares. Reluctantly, the two followed behind the group, their right hands morphing into their weapons.

Swoop’s painful screeches could still be heard. Fluttershy whimpered, cuddling closer to Applejack for comfort. Their cuddling came to an abrupt end once they connected to the rest of the group, who had, for some reason, stopped in the middle of the road.

Each mare, hidden behind the mighty legs of the Autobot Drift, stepped out from behind his towering figure. Twilight, still clutching Rainbow’s foreleg for support, lifted up her head and sighed with relief. They made it.

Her castle was right up ahead.

They made it.

Twilight took the first step forward.

“Stay back!” Drift warned, spreading out his legs in a protective-like barrier in front of the six ponies. The six behind him remained as confused and shocked as ever. However, Drift continued to speak, his head swiveling back and forth.

“We are not alone…”

With his warning given, the six quickly noticed the rising flying objects approaching from the skies. The figures of several, if not hundreds, Decepticon and Alliance soldiers stepped out from behind the buildings, even from the sides of Twilight’s castle. The princess sighed again, not with relief but with sorrow. She closed her eyes.

They were so close.

So close.

Drift eyed the skies as every second passed, his swords spread out as far as he could have managed. Numerous Alliance airships hovered from behind the group, their underbellies opening up to reveal twin muzzles pointed downwards right at them. Bumblebee and Cliffjumper aimed their weapons up, using their own bodies as a shield for the ponies behind them. 

If the enemy was going to fire first, Bee and Cliff would make sure that the ponies would live. 

They couldn’t be harmed.

They just couldn’t.

Drift stared down the large army presented ahead of him and his friends. It consisted of about fifty or more Decepticon troopers standing alongside a squadron of Alliance Spider Tanks, all standing in the path to Twilight’s castle. Filling the road, the sides, and even the rooftops were hundreds of Alliance ponies, mares and stallions, all ready to strike them down.

They were surrounded, just as Drift’s worst fears were confirmed.

Drift tightened his grip. His swords began to shudder.

A single Decepticon trooper stepped forward. Drift eyed him cautiously. He could feel the ponies beneath him starting to get uneasy, all of them moving closer together. Drift clenched his jaw.

The Decepticon trooper raised his right hand.

All of the tanks aimed their guns at them. Every single Alliance soldier readied their Energon rifles. Each Decepticon pointed their respected firearms at the small group of ponies and even smaller group of Autobots. 

Bumblebee and Cliffjumper stood side by side, their backs nearly pressing against Drift’s. Together, the three formed a barrier around the six ponies, a barrier strong enough to hold the line for a very short moment. Once that moment would end, Drift knew he had to tell them to run, to leave them behind.

Through it all, in the end, they needed to live. The ponies were the key, not him or his brothers.

“Girls…” Drift said, his voice becoming quiet.

He couldn’t see them, but he could feel them staring up at him. 

“When I say run…you run.”

“Drift…” Twilight’s weak voice called out.

The Decepticon trooper lifted his hand high in the air, and then quickly brought it-

A low hum.

Twilight’s head shot up. The sound petrified her, a chill racing across her spine whenever it entered her ears. She wasn’t the only one. All of her friends, Autobots included, brought their eyes up to the clouds and smoke, constantly looking around.

They weren’t the only ones. The Decepticon trooper, with his hand still raised, turned his head to the skies, motioning his gaze back and forth. Numerous other Decepticons followed his actions. Even more Alliance soldiers did so, as well. The sound continued on, spreading over Ponyville like a wildfire that couldn’t be contained.

Sooner or later, it stopped.

“…Oh no,” Twilight breathed, slowly turning her head around. Her friends did the same, eyeing the heavy clouds blocking out the sky behind them.

She expected the Nemesis to burst through those clouds any moment.

Never did she expect the missiles to fly out and hit the Alliance airships.

One by one, each airship was blown out of the sky by a single rocket that rained down from the clouds. The debris followed quickly, slamming into the road or a small house with a powerful explosion to go with it. The mares cringed back, still holding onto one another and peeping out from behind the legs of their Autobot protectors.

The missiles continued to fall until no more airships hung in the skies. The Alliance was horrified, and aimed their weapons towards the clouds instead of the targets in the street. Each Spider Tank followed the actions of the ponies around them, each Decepticon doing the same.

With the weapons no longer aimed at them, Drift spun around and stared into the heavy clouds and dark smoke. His optics narrowed, his hearing processors sharpened, his grip on his blades tightened. He waited for the Nemesis to appear just like Twilight, but something didn’t feel right.

Those missiles struck down Alliance forces. Drift knew who was commanding the Nemesis, and he knew that they would never fire on their own ally. 

That same, low hum returned, this time stronger, bigger, and much more menacing.

It entered Ponyville.

And it wasn’t the Nemesis.

Hearing Drift mutter words of disbelief, Twilight squinted to catch a good look at the ship lowering itself into Ponyville. It wasn't the Nemesis by any means. The ship that slowly hovered down to Ponyville was jagged and dark silver with five massive pillars circling the base. A bright, orange circle glowed violently in the front of the ship, where Twilight presumed the bridge to be.

It wasn’t the fact that the ship rivaled the Nemesis in size that scared Twilight. It wasn’t because of the ship’s imposing image, as if it screamed, “Look at me! I’m superior!” Oh, no, the thing that frightened Twilight was Drift’s fearful tongue muttering just loud enough so she could hear.

It is impossible.

This cannot be true.

Why here? Why now?

If Drift found a reason to worry…then something was surely wrong.

Everyone watched as the ship lowered itself about fifty feet above the ground. It stopped. The entire ship stopped and hovered above Ponyville silently, its engines bringing up tornadoes of dust and dirt underneath its shadow. Everything was silent for the longest time…

And then something emerged.

Twilight watched as a dark being leapt from the top of the ship and landed on the rooftop of Town Hall. Wood shattered from the force of the being’s landing, and yet it stood up fully, staring at them from afar. Twilight felt as if its green eyes were staring directly into hers, causing her to shiver. Those thoughts were cast aside once Drift began to speak profoundly again.

Twilight turned her head back. The look on Drift’s face was something she would’ve never expected from him.

Fear.

Total, unrelenting, uncontrollable fear.

He muttered three words.

“He followed me.”

Lockdown glared at his hunt. His green visor slammed down on his chin.






> Chapter 85-Ascension
> --------------------------------------------------------------------------



Brimstone slid into cover, his rifle clutched close to his heart.

Green streaks of light soared over his head, presumably from the resistance rifle fire. It was only a rare occasion did he see one of the streaks hit his fellow soldiers pushing forward while he stayed behind, his back pressed against the large piece of rubble.

An Alliance stallion came up to his right, firing round after round from his rifle into the hazy battlefield. Brimstone looked up at him. The stallion fell with a green bullet streak tearing through his skull. His body fell backwards, joining the others.

Yet they kept pushing forward. The Alliance was destined to end the resistance once and for all.

They had the upper hoof. Shining Armor’s troops were depleting by the second, and with Omega Supreme finally activated the Alliance would soon extinguish the small flame of hope the resistance had somehow acquired. It was only logical. Destiny was handed to them on a silver platter, telling them that everything was going to be okay. They were going to win, and then there would be peace.

So, why did Brimstone feel so terrible about that last part?

He closed his eyes, sweat streaming down his face. His heart thumped loudly in his chest with every tank shell fired, every explosion rocking the earth, and every bullet intended to hit him. He opened his eyes, each one staring at the colossus sporting the Decepticon insignia. Omega Supreme.

It fired another purple beam of pure, raw energy into the armies fighting downtown. More screams. Brimstone shivered. His rifle felt very, very heavy against his foreleg.

Five crashes came from his right.

“Combaticons, push forward!”

The unicorn turned his head to the direction of the sound. Nearly fifty or so feet away from him stood five towering giants, much bigger than the Decepticon troopers he fought side by side with. He knew who they were. He didn’t need Onslaught to announce their presence.

Swindle morphed his right fist into an assault rifle, jutting it out forwards and firing away. While a few bullets hit their intended target, many others didn’t, and the enemies responded with several green bullets impacting his body.

“Scrap!” Swindle shouted, taking cover behind a pile of Decepticon corpses. He looked up, noticing even more streaks of green soaring their way. He yelled, “No way to get through with enemy rifle fire!”

“I told you this was a bad idea!” Vortex shouted, firing three missiles into the large armies going toe to toe. Multiple ponies flew in all directions from the force of the explosion. Vortex couldn’t tell if he hit the good guys or the bad. Probably both. Most likely. Who cares?

“Stand together!” Onslaught screamed, firing round after round from his Orbital Pistol. “We’re pushing through the resistance lines!”

“Omega Supreme’s not movin’ forward! We’ve got resistance Pegasi keepin’ him distracted!” Brawl roared, pointing behind him to the towering titan a block down. Each Combaticon took the moment to turn around and witness several black dots swarming around the titan’s face. Omega Supreme waved his fists in front of him, hitting buildings as he did so.

“Well,” Swindle began, falling to one knee and reloading his assault rifle, “there goes our heavy artillery. If only there was some way to push through the enemy fire with something just as powerful as Omega Supreme!”

“Something big, too!” Vortex added. “Not as strong as Omega, but just close enough to squash those worthless ponies!”

“If only we had something like that!” Blast Off said.

Each Combaticon fell silent.

They all looked at each other.

“Are you all thinking what I’m thinking?” Blast Off asked, breaking the awkward silence between the five Decepticons.

Onslaught shook his head. “Always wanting to take the easy way out.”

Blast Off chuckled, cracking his knuckles. “It isn’t the easy way out if they try to fight back. Try, that is.”

Onslaught stared down the road of him. Alliance ponies that rushed past his feet were either sniped from above or mowed down from the resistance front lines. Their Decepticons fared no better. With Omega Supreme distracted, they needed to push through in order to gain the advantage the Alliance really needed.

With a growl, Onslaught deactivated his pistol.

“Very well,” he said, looking over to each of his squad. “Combaticons, unite to form Bruticus!”

Brimstone’s eyes grew wider than he could’ve hoped.

“Oh my gosh...” he gasped, shielding his head from the oncoming debris splatter. The enemy rifle fire continued above him, impacting debris and every Alliance soldier that dared moved forward. However, Brimstone realized that more of his soldiers were beginning to take more ground, and he soon found out why.

All the rifle fire was being directed in the center of the street…

…where Bruticus stood proudly.

“Captain Armor, we’ve got Decepticon Bruticus in the battlefield! Decepticon Bruticus is in the battlefield!”

Shining Armor felt the telepathy link he had with Lieutenant Broken Heart fade away. With his fellow unicorns, Shining placed a telepathy spell so he could communicate with all his armies within Manehattan. Of course, he didn’t need any confirmation on Bruticus’ location. He could see the lumbering titan from where he stood.

And it was glaring right at him.

“Snipers, take out his eyes!” Shining Armor ordered telepathically.

On each building side, resistance snipers broke the glass from the rooms they stood in. Levitating the snipers outwards, each unicorn readied their crosshairs on the Decepticon colossus pushing forward ever so slowly. The air was filled with sharp bangs, followed by the constant sound of bullets ricocheting off of metal.

Bruticus growled. Just growled.

The bullets did nothing to harm him and his might. Like the ponies that stood before him, their force of retaliation was nothing more than a pesky nuisance. He felt a sharp bullet hit him in the side of the head, much closer to his optic than the previous ones.

Perhaps that nuisance could be a threat after all. Better not take any chances. He had learned that lesson before.

“LITTLE PONIES…COME TO ME!” 

His right fist began to glow…and so did his left. Shining Armor’s eyes grew wide, his jaw becoming slack. Bruticus smashed both of his fists into the earth. The effect was unlike anything he’d ever felt before.

Shining Armor paid witness to a massive shockwave course throughout downtown. As the wave washed over buildings and through the streets, windows shattered and debris flew out in the opposite direction prior to the blast. The resistance snipers were blown backwards from the force of the shockwave, Shining Armor’s troops fared no better.

Both armies fell.

It was Shining Armor who stood up first.

Bruticus was stomping right for them. Behind the Decepticon titan came the Alliance forces; tanks, soldiers, and airships. They just kept coming…and coming. For the first time since the battle began…Shining felt truly lost.

All around him, resistance fighters were picking themselves off the torn gravel, many of them paying witness to the new army headed for them.

“Sir…what do we do?” one freedom-fighter asked, a hint of worry melting in his strong tone.

Shining Armor stood silently for a few moments, feeling the burning winds soar in and out of Manehattan. He watched as the skies were re-filled with Alliance superiority. He watched as Omega Supreme came back stomping into downtown, not a Pegasi distracting him. He stared into the eyes of Bruticus, the twin red orbs of death.

He looked over his army.

Diminished.

Beaten.

Bruised.

Lost.

He was left with only one thought in mind.

“Fall back!”

The resistance army didn’t waste another second. The streets were instantly drained of bodies as they picked themselves out of the gravel, each one of them racing back towards the resistance lines. Their captain was with them, never leaving their side. 

The Equestrian Resistance raced over and through the lines, past the two princesses standing together. Watching as their little ponies fled, the two sisters brought their eyes on the road. The front lines were still providing cover fire, but even their small amount of firepower did little to the massive army headed their way.

Bruticus was leading the way.

They had no choice. They simply had no choice.

Princess Celestia and Princess Luna screamed, their voices creating the white flag that sailed over the resistance lines. They screamed the retreat. The two flew high into the air, sending beam after beam of pulsing magical spells at the approaching army. They destroyed airships, wiped out waves of invading Alliance ponies, and blew up tank after tank.

They kept coming.

And coming.

They were over the front lines, and Bruticus lead the way.

The two sisters continued their magical blasts, but they could only stare in horror as the front line fell, Alliance ponies mutilating resistance fighters with pure ease and strength in numbers. It pushed on, the army never stopping, never halting, no matter how many strikes the princesses dealt to it. It wasn’t long before the second line fell, followed by the third, and the fourth.

It was no fight anymore. The fifth line retreated, Princess Cadance falling back with as many resistance fighters as she could order.

The Autobots arrived, Discord with them. The fifth line became the final stand between total extinction and freedom. Ironhide and Jazz took on Bruticus while Discord dealt with the advancing army all by himself. Few resistance soldiers stayed alongside the miniscule fighting force, for most had obeyed their captain’s orders and fell back deeper into the city.

In that moment, with the two sisters fleeing alongside their resistance army, they turned back to witness Shining Armor stop in the fifth lines.

The captain looked down at the last resort, their final act of aggression.

A tiny fuse that led underground.

He lit it with his horn and galloped away.

The fuse sparked to life. That spark traveled deep underneath the city until it was crawling all over the walls of the sewer line. That single spark broke up into a multitude of sparks, each one crawling closer and closer to downtown and the front lines. Below the city of Manehattan, the resistance had one final attack left up their sleeve, for if they were to be overrun…they would take as many enemies down with them.

The fuses traveled all the way to the bomb storage.

Downtown Manehattan erupted.

The eruption captured everything from downtown all the way to the front line. Decepticon troopers fell one by one, the blasts tearing their bodies to blue shreds. Alliance ponies simply ceased to exist as they too were caught in the blast, orange fingertips reaching around their bodies and pulling them down to a black oblivion. Airships veered away from the explosion, the brightness lighting up all of Manehattan.

The street simply fell apart after that, dozens of dead bodies and wrecked weapons of war falling down to the sewers. Shining Armor spun his head around to witness the aftermath. 

It was not what he was expecting. Not at all.

Bruticus slowly turned around, noticing that the army following him was gone. All there was below him, in the massive sinkhole, were streaks of green light and cries of pain. Omega Supreme remained, as expected. The symbol was still glowing, the symbol of evil remained. Decepticon.

Shining Armor shook his head. More Alliance airships lowered down to the fifth line, dropping off reinforcements.









Optimus Prime witnessed the Nemesis open up from the side. A massive leg appeared out of the darkness within the flagship, followed by another, then one more. Soon enough, a Decepticon War Machine stepped out into the light, a small, red Decepticon riding it.

Frenzy waved his blaster in the air. “I got the War Machine, boss!” he screamed in a high-pitched, shrill voice.

That was all Optimus heard before a heavy foot impacted his face.

Galvatron gave a hearty laugh, his red optics glaring with mixtures of glee and hate at the fallen Prime struggling to get up. Optimus dug his blade into the cement, pushing himself slowly upwards.

“Why do you falter, Prime? Rumors suggest that you are the leader of the Autobots, yet you have failed to prove so again and again!” Galvatron taunted, driving the sharp end of his foot right into Prime’s forehead. Optimus flew backwards, impacting the ground with a heavy thud. 

“Pathetic,” Galvatron said, approaching Prime with his sword in hand. “If this is truly the hero of this world, then what have we to fear, my brothers?!”

Galvatron reached down and gripped Optimus by the throat. He lifted the last Prime high into the air, laughing as he did so. Prime gripped Galvatron’s strong fist wrapped around his throat, his own mind beginning to fade. 

“Behold, Equestria! Optimus Prime, your savior stands before me as but a mere husk of his past self, and a mere embarrassment to your world!” 

The Decepticon hybrid roared, tossing Optimus out in front of him. Prime stumbled, and then found himself staring down the barrel of an orange cannon. His optics grew wide with horror, and were soon filled with new levels of pain.

Galvatron fired. The purple blast hit Prime dead center in the chest, launching him all the way across the street and into a small business. Optimus remained motionless, smoke already building up within the building he landed in.

The Decepticon laughed once more, his head lifted high towards the burning heavens.

Shockwave couldn’t help but give a light chuckle.

It had been quite an amusing skirmish. At first, Shockwave was worried that Galvatron wouldn’t prove to be effective in battle, and therefore would need their assistance. Thankfully, those thoughts could be tossed aside when he and Soundwave both watched Galvatron beat Prime around as if he just a simple fool trying to stand against the Decepticon leader, just like during the war.

He would let Galvatron finish off Optimus Prime, for the next step of the plan had been accomplished.

“Excellent work, Frenzy,” Shockwave congratulated, his lone optic staring at the Mini-con. Frenzy hopped off the towering War Machine and landed safely inside Soundwave’s storage compartment. Soundwave kept it open, his visor landing on two more exiting the Nemesis.

Shockwave’s eye lit up.

Between Ravage’s jaws hung the Dark Spark. Resting in Rumble’s deadly mallets sat the Matrix.

The Decepticon scientist watched silently as the two Mini-cons walked over to their master, dropping their collected items and jumping back into Soundwave’s compartment. Quickly, Soundwave scooped up the Matrix while Shockwave gingerly picked the Dark Spark off the debris.

“Matrix of Leadership acquired. Mission complete. Beginning War Machine drilling procedure,” Soundwave announced, catching the interested eye of Shockwave. The scientist watched as Soundwave opened up his chest compartment and placed the Matrix inside, possibly for safe keeping. Next, Soundwave lifted up his right wrist, tapping multiple images that sprung up in tiny holograms.

Metal and gears whirring caught Shockwave’s attention. He turned his head back to War Machine to witness it stand straight up, its legs pushing the base of the machine upwards. Then suddenly, the small underbelly of the War Machine fired a single, purple beam of energy straight down, similar to how previous incarnations of the War Machine did. 

However, instead of launching crystals of Dark Energon across the ground, this War Machine’s power beam dug downwards into the remains of the toppled building it stood over. Shockwave could see cement and remnants of the building being spewed from all directions as the beam kept on going, surprisingly not stopping.

“Estimated drilling time to planet’s core: 45 cycles.”

Shockwave stared at the Dark Spark resting in his right palm. More purple mist faded off the center of the terrible relic, disappearing in the winds around him. He lifted up his head.

“Lord Galvatron!”

The Decepticon hybrid halted his approach on the wounded Prime, growling silently and turning back to face the owner of the voice. From where he stood in the center of the street, he could see a massive machine sending a bright beam of destruction into the earth, tearing the ground around it to shreds. Soundwave and Shockwave stood near its massive legs. Shockwave appeared to be holding something of great interest, something that prompted Galvatron to seek.

Leaving Prime to suffer in pain, Galvatron slowly approached his two Decepticons, his optics never breaking contact with the strange relic Shockwave held. More pieces flying by, more pieces joining together to form the picture.

“My Lord,” Shockwave began, breaking Galvatron’s concentration, “the time is near for you to save our race.” 

He held out his only hand left.

“Take the Dark Spark, my Lord. Take it…and save Cybertron.”

With a sword still in his right hand, Galvatron reached forward with his left, his smile growing. He stopped, his hand hovering just above the Dark Spark. The relic began to shudder, the purple mist wrapping around Galvatron’s hand like a hungry swarm of serpents.

“Let the world know this day, my brothers, that the Decepticons reign supreme.”

“Truer words have never been spoken,” Shockwave muttered.

Galvatron reached down to pluck the Dark Spark from Shockwave’s grasp.

Neither Decepticon saw the blade coming.

Galvatron, his optics wide and his jaw dropped, stared in shock as the Dark Spark tumbled away from his grasp, bouncing across the tattered remains of the Manehattan train station. With it was a silver blade with veins of red along its surface. Both items landed in the debris, away from the two Decepticons.

Galvatron turned his head left, Shockwave his right.

Optimus Prime stood in the middle of the street, his right hand outstretched.

With his body in pain, Optimus growled, “Truer words have never befallen the lips of tyrants.”

There was a scream of rage. Galvatron rushed Optimus with murder in his glowing red optics, each one shimmering signs of the fires of Tartarus. He swung his sword forward, the blade’s edge aimed right for Prime’s neck.

Optimus deflected the oncoming attack with his shield. He retaliated with a fist into the Decepticon’s abdomen. Galvatron hunched over. Optimus finished his onwards strike with a shield knocking cleanly against Galvatron’s purple helmet. The Decepticon roared in a mixture of pain and anger, his body tumbling to the street.

Shockwave fired once, twice, three times at the approaching Autobot, but Optimus deflected each blast with his shield, instead choosing to ram Shockwave at full force. The Decepticon scientist flew backwards from the force of the hit. With his enemy wounded, Prime quickly searched for his sword.

He found it lying near a pile of debris, right by the Dark Spark trembling against the earth.

Optimus began to the first step, but was interrupted by a ferocious roar from behind. Luckily, Prime spun around in time to dodge the blade’s tip intended to go through his back. Galvatron yelled in anger, punching Prime right in the face. Optimus responded with a headbutt. 

Galvatron fell once again, but Optimus had no chance to celebrate when he was tackled from behind. 

Both Optimus and Soundwave tumbled across the barren landscape of Manehattan’s ruins. Soundwave came out on top, punching Prime in the face, chest, and any area that was exposed. Optimus growled in pain, bringing his knee close to his chest and his foot against Soundwave’s body. Using much of his strength, he launched the Communications Officer off of him.

Soundwave landed on his two feet. His right fist transformed into his signature TechVolt.

“Power levels rising. TechVolt Energon-Cell Conductor upgraded. Autobot elimination in-”

Optimus smacked Soundwave’s TechVolt aside. He drove his shield right into the Decepticon’s cracked visor. Soundwave fell on his back, his chest compartment slipping open from the force of his fall. Out came a light.

Optimus’ Energon began to cool.

Shockwave looked up from the debris.

The Matrix of Leadership skidded into the center of the street.

His blue optics latched onto the light. It called to him, pleaded for Optimus to approach its welcoming embrace. Optimus felt the shield attached to his left arm grow incredibly light, as if a rejuvenated strength inside his spark persuaded him to go towards the welcoming light. Optimus blinked, and then began to run for it.

“No!” Shockwave shouted and pointed his cannon right for Prime’s back. He fired.

Optimus screamed in pain as the blast tore right through his abdomen, sending shrapnel and metal all across the street. The Prime fell on his chest, his shield skidding to the side. Optimus looked up, still seeing the light growing brighter in his presence. It called to him, begging him to push on.

He lifted his hand in an effort to crawl.

Shockwave was already there.

He could do nothing but watch as Shockwave approached the bright light, his cannon glowing. The Decepticon stood over the shining relic at his feet, his purple optic shifting from it and over to Prime. From Prime’s position, all he could see was Shockwave shaking his head side to side.

“You’ve come so far…”

The end of his cannon aimed right for the relic.

“…and you will lose so much more than you can imagine.”

A second light emerged from behind, this one as bright as the sun…and as powerful as it too. Shockwave felt the searing heat of the sun itself burn his backside to a near cinder. He spun around, shielding his face from the bright, celestial embodiment approaching him closer and closer.

It attacked.

Princess Celestia tackled Shockwave.

Once again, lying in pain with his Energon spilling in the street, Optimus Prime could only watch as Princess Luna followed in her sister’s path, flying overhead with her sword jutted outwards. Shining Armor raced by him, following the unicorn were numerous resistance fighters, screaming their battle cry as they all rushed past Prime.

The last Prime breathed heavily. He could hear his breath escape him slowly. His mind began to fade once more, his Energon levels slowly depleting. He turned his head back, watching from the ground as Shining Armor and his resistance soldiers fired away on Galvatron. The combined forces of unicorn magic and rifle fire caused great commotion for the Decepticon hybrid, and he could do little to fight back against the barrage of fire. One cannon blast was all it took for him to regain the situation. 

Celestia fought Shockwave, her spear jabbing closer and closer to the Decepticon’s chest. Luna took on Soundwave, blasting the wounded Decepticon into a near building side with her amplified Alicorn magic.

He faced the road ahead.

The relic…

It called to him again. And again.

He lifted up his palm and planted it into the street, digging his fingers into the shattered concrete. He pulled himself forward with a great yell of pain. He repeated the actions, his body screaming in anguish and misery, yet he pushed on.

There it lay.

The relic was shuddering as he grew nearer.

Shockwave smacked the princess aside with his right fist, sending her into a shattered column. He spun around, too late to stop it, too late to stop the inevitable. He was the one to witness it before all others.

“No!”

Optimus Prime grabbed the Matrix.

A bright, blue light spread across the street, enveloping everything in its almighty power. All conflicts ceased between good and evil. The battle of Manehattan, the battle for Equestria’s freedom…had all but halted. All eyes turned to the center of the street, all shocked, all surprised, all in awe.

Optimus Prime stood up, the Matrix resting in both of his hands.

He opened his optics. They no longer shined blue. They were not dark. No, they were white. Pure, heavenly white. He lifted the Matrix into the air, releasing a glowing white tower of light straight to the clouds. Once again, all eyes in Manehattan, every single one, looked up to witness the glorious spectacle taking place.

The tower erupted once it hit supreme height, spreading a total of nine beams outwards in different directions. The beams were pure white, just like the tower, just like Prime’s optics. Shockwave watched as each beam soared in a certain direction, three heading not too far away from their position. The others soared all the way out of the city, out of sight.

The tower fell apart, each beam disappearing just as quickly as they appeared. As quick as the speed of light, the tower shrunk back inside the Matrix held within Prime’s grasp. All eyes turned back towards the last Prime now hovering over their heads. He gently landed back behind the group, amongst the wreckage, near the Dark Spark.

Prime’s chest opened. The Matrix slowly floated inside, where it truly belonged. It sealed.

The light had ended. Everything returned to its normal state: war, chaos, death. Yet, in the area where the three Decepticon leaders stood, where the former rulers of Equestria stood, where the War Machine dug into the earth, there was silence amongst the opposing forces.

They all stared at Optimus Prime.

Galvatron watched on in cold silence as Prime’s eyes opened. He turned his head towards the Decepticon hybrid, actually creating a feeling of dread within the warped spark of Galvatron.

He spoke.

“I…am Optimus Prime, leader of the Autobots, and you…” he leaned down and picked up his sword, pointing it at Galvatron, “are not one of us.” 

Prime threw it, the blade hitting Galvatron dead center in his chest.




	


	
> Chapter 86-Rainbow Power
> --------------------------------------------------------------------------



“Okay…who in the hoof is that?” Rainbow Dash exclaimed loudly, her hoof outstretched with the other planted firmly in the dirt. The rest of her friends seemed to share the same feelings. Their eyes widened, their skin crawling, their jaws nearly hitting the road.

The entire time they stared at the new alien warship and the visitor that came with it.

The entire time that visitor just stared at them. Silently. Not moving.

Twilight had no clear idea on what to think of the situation. On one hoof, the visitor’s ship had saved them, cleared the skies of all the Alliance airships, and even acquired the attention of all the enemies that ambushed them. On the other hoof, the way the visitor constantly stared at them through its glowing green visor sent constant shivers across her spine, a type of feeling she only felt once confronted by Shockwave. Not only that but…

A long, black hook unsheathed itself from the visitor’s right arm.

The Alicorn gulped silently, shivering against Rarity’s side as the unicorn softly rubbed her back. Whatever it was that saved them wasn’t going to have the same mindset for much longer, Twilight knew that.

With nothing but the starship’s engines creating massive waves of sound and dust to fly out across Ponyville, Twilight and the rest of her friends looked up to witness Drift walk over to their right, both of his swords shaking in his grasp. None of the enemies paid much attention to their actions after that. All weapons were pointed towards the visitor.

Drift continued to stare at the dark figure standing atop Town Hall, its green visor sending feelings of pure foreboding to not only the Autobot but to his friends behind him. Drift breathed out, his optics wide.

“It was only a matter of time,” he muttered, still staring at the visitor.

“A matter of time?” Rainbow Dash questioned, prompting all eyes to turn towards her. Drift didn’t look back. She continued, her rose-colored irises shifting from Drift to the dark figure. “What the hay are you talking about?” 

Drift spoke, still refusing to break contact with the visitor’s stare. “Before I came to this world I was trailed by a bounty hunter for hours on end. I escaped his wrath after losing my ship and landed here.”

The dark visitor continued to stare only at Drift, its chest slowly heaving in and out.

Drift sighed, “I believed that the bounty hunter would not find me, that my coordinates would remain hidden in the dark edges of the galaxy. I see now…that there is nowhere in the world for me to hide from his unforgiving eye.”

Rainbow Dash snorted, turning her accusing glare over to Drift. She said, “So, you thought you could just slip on by without telling us you were being hunted by…by…whatever the hay that thing is?! What the buck, Drift! Why didn’t you tell us earlier?!”

“I did not wish for you to fear over my well-being,” Drift mumbled, slowly turning his head back towards the six injured mares. “I…believed that he would never find me, and I am sorry for not informing you of him earlier.”

Though still quite steamed over Drift lying to them, Rainbow Dash began to slowly cool down. She, alongside the rest of her friends, all brought their eyes over to the visitor, who just continued to stare at them silently from Town Hall. It was Applejack who broke the short silence.

“So…what happens now, Drift?” the western mare drawled, turning her emerald eyes over to the towering Autobot standing to her right.

Drift, though hesitant at first, brought his gaze away from the bounty hunter and onto the six mares standing next to Bumblebee and Cliffjumper. Both Autobots remained frozen, optics still locked on the dark being continuing to stare at them from afar. 

Drift planted his sword firmly in the dirt as he fell down to one knee. He quickly said, “You all must continue on without me. The bounty hunter is after me, not any of you. I will hold him off long enough for you six to get to the castle.”

“You can’t do that, Drift!” Twilight cried, staring up at the Autobot with teary eyes. “If that bounty hunter is as dangerous as you made him out to be…then…then he’ll…h-he’ll kill you.”

“Then I will have died protecting the true heroes this world needs,” Drift told them, offering a little smile. Fluttershy let out a great whimper, crying into her foreleg. Drift lowered his finger and lifted her chin up. He smiled once more, wiping away a tear from her cheek.

“You are the bravest, most courageous warriors I have ever had the honor of fighting side by side with. You must go now and enact the power that resides within each of you. You must save this world.”

Fluttershy reached forward, clutching onto Drift’s finger with her forelegs. She cried, “Drift…please…we can’t lose you like we did with…J-Jetfire.” Saying his name caused the other mares behind her to lower their heads slightly, a few of them shedding a tear or two.

“I am sorry, Fluttershy, but if I do not stop him here…then he will not only try to kill me but the others as well,” Drift explained, looking over to Bumblebee and Cliffjumper. The two Autobots stared at Drift, their optics widening but faces set in stone, in understanding. 

“Why?” a weak, saddened voice asked. Drift looked over, passed all the crestfallen eyes of the ponies and onto a certain pink one. Pinkie spoke, taking a few steps closer with her slightly deflated mane swaying with her steps.

“Why give up yourself for us?”

Drift smiled at her, at them. He placed his hand atop the pommel of his sword.

“What friend wouldn’t?” he told them.

A heavy crash followed Drift’s statement. The midnight-colored Autobot spun around, his sword in tow, as he glared at the source of the crash. The bounty hunter jumped from the roof of Town Hall, landing in the center of the road with dirt flying from his feet. He stood up fully, slowly beginning to approach the group. His green visor shone through the smoke.

Drift breathed through his clenched jaw. He pointed his right hand back, the tip of his sword pointed down the road. He yelled, “Bumblebee, Cliffjumper, get the ponies to the castle now!”

The two nodded, turning back to move the six forward down the road. As they left, their eyes cautiously watching the surrounding armies, Twilight took one last look at the scene she and her friends left behind. Drift stood alone, a sword in each hand, as the bounty hunter approached him.

Lockdown eyed the area he stood in, smiling beneath his visor.

Bits of debris from the obscuring ships the once remained in the sky littered the road, their bodies still burning. On every rooftop down the road stood numerous Decepticon soldiers, their weapons aimed towards him and him alone. A large army consisting of Decepticons and the alien life that inhabited the planet stood several hundred yards away from him. The aliens were interesting, but not too interesting for Lockdown to take notice.

His interests were all but captured on the hunt, his hunt.

The Autobot stood before him, battle ready, a sword in each hand, glaring at him with eyes of pure ferocity. He stood as a testament of the Autobot pride that Lockdown loathed so much. They never gave up. They never surrendered. They never backed down.

Good. Lockdown smiled even bigger.

He stopped, his hook shimmering in the afternoon sunlight.

Lockdown eyed his surroundings. The aliens atop the roofs all aimed their weapons at him, the Decepticons doing just the same. He brought his green eyes over to the Autobot.

He spoke, his voice muffled and somewhat robotic from the visor.

“I always get my hunt, Autobot. Your constant fleeing has only prolonged the inevitable, a twisted fate seen only through the eyes of the true rulers of this galaxy.”

The Autobot didn’t respond. Lockdown continued, his green visor slowly returning so his face could be shown. With his visor gone, Drift paid witness to the face of his adversary. A long, jagged scar fell across his eye. His face was pure black, minus his twin orbs of green light shimmering in the smoke that consumed him.

Yet, what Drift found most disturbing was his smile. That cold, knowing, malicious smile.

Lockdown continued. “It has been numerous deca-cycles since we last met, Autobot. You cannot flee into the shadows of forgotten worlds while I trudge through the scum that fill this universe with life. The Creators do not take kindly to obstructions in their path, obstructions like you. So, I will give you only one chance. Surrender now, come with me and I will assure that not a single scratch will befall your precious hide.”

Drift sent a gracious helping of breath through his nose, almost as if he was snorting. 

“I would rather die than follow your dark path,” he growled.

Lockdown showed off a half-grin. “You Autobots always wishing to make martyrs of yourselves, it’s no wonder you’re nearing extinction.” He brought his optics off of the target and onto the escaping figures down the road. He smiled even wider.

“Sacrificial aid to your friends will do little to assist you, Autobot,” Lockdown announced, bringing his gaze back to Drift. “I see now that you are not the only Autobot seeking refuge on this backwater planet,” he said the word as if he was addressing the lowest of scum he had ever come across.

He continued, Drift’s optics narrowing. “Imagine how much more the Creators will offer to me once I bring them not only one…but three Autobots alive. And just think…the Creators are always searching for new species of life across the galaxy, especially from the unknown region. Perhaps your little…alien friends would wish to pay them a visit?”

Drift’s optics grew wide. His grip on his swords tightened.

“Ease yourself…Deadlock.”

And just like that, his anger cooled.

Lockdown smiled. “Oh, yes, I know who you are. Decepticon turned Autobot, seeking redemption for all his past mistakes and flaws.” He laughed, “Such a petty vision. Your past lives with you, breathes with you. Haunts you. You can beg all you wish, Deadlock, but there is no running from the life you once lived, the choices you made, and the foolish act you’ve made now. You’re a disgrace to Autobots and Decepticons alike! You shouldn’t even be worth the bounty the Creators put on your head, yet you are.”

Drift slowly began to lower his shoulders, the tips of his blades nearly hitting the ground from the onslaught of the bounty hunter’s words.

Lockdown chuckled. He lifted up his hook and graciously felt the sharp edges.

“I’ll make it simple, Deadlock. I’m going to tear you to shreds, inside and out. I will rip that Autobot symbol off of your chest and make you wish you never left that dead planet!” Lockdown shouted, approaching closer and closer. Drift readied himself.

“Of course, this can all be avoided if you surrender now. Your death can be avoided, and I will leave this planet with no more prisoners of war. Your friends can stay here, alive, but only if you give up and come with me.”

Drift stood silently, as if contemplating his choices

And then he spoke.

“No!” he shouted. Lockdown’s optics narrowed as the Autobot continued. “I will never abandon my friends! Even if you kill me, you will have to deal with the Decepticons and the Alliance armies that surround you!”

Lockdown chuckled once more. He didn’t bother to look at the Alliance forces aiming their Energon rifles at him. Instead, he continued staring at the lone Autobot, his smile growing.

“I’d rather deal with just you instead.” 

Lockdown pressed on his wrist, doing so caused a great disruption within the massive starship behind him. Drift looked passed the bounty hunter and onto the ship he arrived in. The sides of the starship slowly slid downwards, releasing a multitude of miniature rockets to fly out in every direction the Autobot could imagine. He watched as the hundred rockets soared outwards, hitting buildings, tanks, squads of soldiers, and every Decepticon soldier that stood in the street.

Never did he expect the bounty hunter to strike so fast.

So unrealistically fast. 

Drift felt his blades be torn from his grasp and tumble to the dirt. He reared back as he was smacked across the face with Lockdown’s mighty fist. The pain didn’t begin there. It began when Lockdown jammed his hook right into Drift’s chest, lifting the Autobot over his head with one arm and smashing him into the road headfirst. 

Through the constant chaos surrounding the battling Cybertronians, explosions from Lockdown’s ship sending rocket after rocket at the enemy armies, neither paid attention to the two blue towers of light soaring over their heads.









“Get down!”

Instinctively, all six mares fell behind the remains of an Alliance airship, its hard outer metal covering only slightly warm once their backs pressed against it. The ones who were injured from the crash; Applejack, Fluttershy, Rainbow Dash, and certainly Twilight, they all remained huddled close to the airship’s remains, prodding their own injuries.

Rarity and Pinkie brought their eyes up to Cliffjumper and Bumblebee. The two Autobots hovered over the six ponies and protected them with their own bodies as more and more rockets rained down from the skies.

Strangely, from Rarity’s and Pinkie’s perspective, the rockets did not come anywhere near them. Instead, they watched as the tiny streaks of orange light impacted numerous rooftops and the road ahead of them. However, that didn’t stop what remained of the Decepticon and Alliance army.

They pushed forward down the road, firing at them. Rarity shrieked and brought her head back to cover when a few bullets nearly singed her mane.

“Scrap!” Cliffjumper exclaimed, firing round after round from his repeater at the oncoming enemies. He dropped a few Decepticons, but the Alliance ponies kept coming. He ducked shortly after an Energon bullet hit him in the shoulder.

“Cliffjumper!” Rarity yelped, her eyes shifting over to the Autobot’s wounded shoulder. “Darling, are you hurt?!” she asked, worry present in her tone.

Cringing in pain, Cliffjumper held his shoulder tightly, Energon leaking from his fist. He shook his head, sticking his repeater outwards. “I’ll be fine! What’s important is that the castle is right up ahead!”

“We have no way of getting through,” Bumblebee muttered after reloading his assault rifle. He looked over the top of the airship, prompting Rarity and Pinkie to follow his actions. They both leaned over to the left of the destroyed airship. Right away, the two noticed how unbelievably close they were.

Sadly, even with more of those rockets falling from above and hitting the Decepticon and Alliance forces, the army was still there defending the castle. 

“What do we do now?” Pinkie asked, fear filling her eyes.

The two mares sat back behind the airship, looking up at their guardians for an answer. The two bots looked at each other, both searching for an answer within each other’s optics. They could find none. Sighing, Cliffjumper brought his gaze over to the six mares, his mouth opening but hardly any words forming.

“We…we could…I-I don’t…”

Whatever Cliffjumper was about to say was either ignored or lost within the all new sight that graced Ponyville. The six ponies, still injured and suffering, all brought up their eyes to the source of the bright light filling the burning town. Twilight’s jaw dropped, a spark seen in her eyes.

The six friends paid witness to twin towers of raw energy and force showering down on the two Autobots. 

They had appeared from the heavens, far beyond the sight of anypony present. At first, Bumblebee and Cliffjumper screamed in surprise, their bodies hunched over as the light consumed them, empowered them, breathed through them. The ponies were in awe, not a one being able to speak. Twilight could only watch from the dirt as the light faded, and the two Autobots slowly descended back to the road, the lights in their Autobot symbols growing far brighter than ever before.

Then they opened their eyes. They were white. Instead of blue like all Autobots had, their eyes shimmered with pure, heavenly whiteness. It only lasted a few seconds though, and their optics returned to normal.

Both Autobots looked towards each other.

“Uhh… What was that?” Cliffjumper asked.

Bumblebee didn’t have time to respond when a Decepticon soldier leapt over the airship they hid behind, a purple blade replacing its right hand.

Cliffjumper’s optics grew wide with surprise. “Look-!”

However, Bumblebee did have enough time to react to the advancing soldier. He swept upwards with his left hand, which had been transformed into a glowing red Energon blade far too quickly for any of the mares to react. Once the Decepticon fell on top of Bumblebee, his body was sliced in half, each severed piece landing on the sides of the yellow Autobot.

Everyone stood there amazed, even Bumblebee.

“-out,” Cliffjumper finished, staring at what remained. He brought his eyes over to Bumblebee. “How did you-?”

“Behind you!” Bumblebee warned, aiming his assault rifle towards Cliff. He did not fire, however, because Cliffjumper already reacted quickly enough to the Decepticon soldier that appeared behind him. The red Autobot ducked on pure instinct, dodging the sweep of the purple blade intended for his neck. Cliffjumper fell to one knee, jamming his left fist upwards towards the throat of his assaulter.

It just so happened that his left hand transformed into an Energon blade. Cliffjumper could hear several feminine gasps erupt from behind him. He’d be lying if his wasn’t one of them. The tip of his red blade could be seen sticking out the top of the Decepticon’s head.

“Holy crap,” Rainbow Dash exclaimed, eyes widening as Cliffjumper ripped his blade out. The dead Decepticon fell backwards with a hard thud, dust erupting from the impact. She chuckled to herself, earning an elbow to the ribs from Applejack.

The two Autobots looked at each other, then at the six mares staring at them with surprise in their eyes, and then back at each other again.

Cliffjumper surprised everyone by smiling and saying, “You know what, Bee? I’m starting to remember something…”

“What’s that?” Bumblebee asked, his own smile beginning to grow. He felt the eyes of the ponies below shifting from one bot to the other.

Cliffjumper stood fully upwards, his eyes landing on the road ahead.

“I remember that I hate Decepticons.”

And just like that, like a warrior freed into battle, Cliffjumper rushed headlong into the Decepticon and Alliance army. The six mares crawled over to the side of the airship, eyes wide with shock to watch Cliffjumper perform such daring acts. Yet, from where they were seated, Cliffjumper was not shot down, he was not killed.

He was fighting back. And he was winning.

All six spun around to hear Bumblebee’s voice.

“Follow me! I’ll get you to the castle!” Bumblebee shouted, transforming into his vehicle mode and taking off down the road. As fast as they possibly could, the six friends all forced themselves back up. Rarity and Applejack aided Twilight while Rainbow Dash and Pinkie led along the limping Fluttershy. They stepped outside the airship’s covering…

…and immediately had to take in a new breath.

Bumblebee roared across the landscape in his small vehicle, sending missiles into several Alliance tanks and Decepticon troopers. He cleared line after line of Decepticon soldiers that tried to rush him by driving sideways, his machine gun tearing apart their legs. Cliffjumper was everywhere at once at the very bottom of Twilight’s castle. He slashed, stabbed, shot, and eradicated any enemy force that remained defending the castle. The enemy could not hold him. The enemy could not stop him.

The enemy could not kill them.

More rockets rained from above, destroying every rooftop within the range of Twilight’s castle. There were no more Alliance snipers, no more Alliance airships. Cliffjumper and Bumblebee had cleared the road completely. Totally and unprecedentedly complete. 

Twilight and her friends were still by the airship.

Each of their jaws hit the ground.

Twilight was the one to break the silence by coughing loudly, painting the brown dirt in her own blood.

With that, the six mares pushed through the carnage until they arrived at the very base of Twilight’s castle. It stood proud, untouched by the horrors that surrounded them. Cliffjumper and Bumblebee were waiting near the doors, their heads turning towards the approaching group of friends.

“Alright,” Cliffjumper announced, kicking open the doors with the tip of his foot, “you six get inside. Do whatever you have to do in order to use the Rainbow Power. We’ll stay out here and hold off any-”

His eyes grew wide. He pointed his repeater outwards towards something behind Twilight and her friends. 

“Get back!” the Autobot screamed and prepared to fire, only to have a missile hit him in the chest. Cliffjumper flew backwards from the force of the blast, his back hitting Twilight’s castle. The six ponies spun around to see a blue and red jet transform and land right in front of them.

Starscream roared in anger, fully intending to bring down his Energon sword right on top of the mares. He swung his sword downwards right for the group of six…only to have it impact the red blade accompanying the small Autobot. Starscream’s red optics glared with anger.

“Stand back, Autobot fool!” the Seeker screamed, driving his left fist into Bee’s abdomen. Bumblebee hunched over with a grunt of pain, allowing Starscream to deliver a swift quick to the side of his head. 

“Bumblebee!” Fluttershy cried, sticking out her hoof towards the flying Autobot. Bumblebee landed in the grass to far left of Twilight’s castle, kicking up dirt and grass. She brought her eyes back to their assailant, her pupils shrinking at the sight of him.

Starscream glared at the six below him, his sword raised above his head. Rainbow Dash glared right back, her broken wing lying at her side.

“Now, nothing can save yo-!”

Drift’s own body impacted Starscream, sending both Autobot and Decepticon forwards and into the side of the castle. Twilight and her friends all brought their eyes over to the two. They fell in unison, their motionless bodies lying on the sides of the entrance. Still completely out of breath to respond to such an action, Twilight brought her attention forward to the road.

There he was. Passed the smoke, the bounty hunter was walking right for them, his fists clenched and visor covering his face.

With everypony else remaining where they were, either too injured or too terrified to respond, Rarity stepped forward, her horn glowing and ready to charge up a spell to defend her friends, except there was no need. Cliffjumper jumped right over the mares, charging the bounty hunter head-on. 

Lockdown reached up and pressed down on his shoulder. Instantly, the devices that resembled weapon clips on his shoulders merged forward, firing a flurry of missiles towards the oncoming enemy. However, Cliffjumper jumped through the missiles intended for him, dodging them only slightly. He fired away with his repeater, the missiles erupting behind him.

Lockdown reached up to block the bullets hitting his chest. The Autobot was upon him, trying desperately to fight him off. Lockdown responded with his hook engraving Cliffjumper’s chest. He hooked him and brought the Autobot backwards, slamming him to the dirt and driving his foot right on his head.

“Typical Autobot bravery,” the bounty hunter spoke.

With Cliffjumper easily defeated, the mares brought their attention over to the limping Bumblebee. He walked back into the road, staring down the bounty hunter while turning his face only slightly back. He yelled, “Get inside the castle now! I’ll hold ‘em off!”

Bumblebee charged the bounty hunter, only to be easily defeated in a few, quick jabs and slashes from the dangerous foe. 

They obeyed his order without question. Twilight was the first inside with Applejack and Rarity helping her walk. Pinkie jumped inside next, followed by Fluttershy and Rainbow Dash closing the doors. The last thing Rainbow saw before the heavy, twin doors closed was Starscream standing back up, his red eyes glaring at her and hand reaching out. Rainbow pushed her friends onwards, dodging the massive fist bursting through the doors and nearly crushing her. It stopped, the mere size of the fist halting it from entering further. The large arm dragged itself out of the castle doors, a furious roar on the outside.

Starscream spun around, his Energon sword pointed right at Lockdown. “You ignorant, worthless, insubordinate fool! How dare you interrupt me, Starscream?! Because of you, the ponies have escaped and it will be the doom of us all! I will see that you suffer far greater than any adversary I have encountered thus far on this wretched planet!”

Lockdown stopped.

His head tilted only slightly. He eyed the Decepticon symbol.

Shaking his head, Lockdown lifted up his hook. “Autobots…Decepticons…why must they fight? Why can’t there ever be peace? Simple, because I am the only one who can bring peace to the galaxy. The Creators sought to only acquire the Autobot target, but they said nothing of a Decepticon.”

Starscream howled in fury, the bottoms of his feet erupting to life. Jetting forward, he reared the tip of his sword towards Lockdown’s chest. The bounty hunter dodged at the last second, lifting up his hook as the Decepticon rushed past him. Starscream spun around, his sword held tightly in his right palm.

He glared into Lockdown’s green visor. Even from where he stood he could see his reflection.

“I will enjoy dragging your corpse to the Creators,” Lockdown threatened.

Starscream, still filled with boiling rage, brought his optics quickly to castle. He remembered what was still at risk. Bringing his finger upwards to the side of his head, Starscream announced loudly through his comm link, “Alliance Tank Brigade, strike down the castle this instant!”

And then he charged.

With Lockdown and Starscream in hand to hand combat, the remaining Alliance Spider Tanks all moved to the road, their muzzles pointed towards the object standing higher than any foundation in Ponyville. They fired all at once, all ten of them.









Even as they entered Twilight’s throne room, the castle still shook with great ferocity. Crystals that lined the walls broke off with each tremor, spilling onto the throne room’s floor. With each tremor that passed, something hit the floor.

Twilight was one of them.

“Twilight!” Fluttershy screamed, leaning down to help up the wounded princess. Alongside Applejack, the two stared into the Alicorn’s eyes, seeing nothing but pure exhaustion.

“She’s not gonna make it much longer,” Applejack inquired.

“Yeah!” Pinkie added, hopping into the room and standing next to Applejack. “I mean, look at how much blood she lost! You must be your own personal blood bank, Twilight!”

The Alicorn gave a weak smile. That was all she could manage before her head slacked.

Applejack, Rarity, Rainbow, and Fluttershy all spun their heads around, gasping in unison to see a small trail of blood following Twilight. It just a few droplets, but they grew in size to where Twilight was standing currently. 

“Come on, let’s get her to her throne,” Rainbow Dash said, prompting Applejack and Fluttershy to follow her. Another tremor, the castle shook, but they pushed on. Together, all five mares helped Twilight sit in her throne. Pinkie, Rainbow, and Applejack pressed their hooves against Twilight’s heaving chest. Fluttershy hovered above, making sure Twilight didn’t fall or hunch over. Rarity made sure she was sitting perfectly in her throne, offering a little smile to the injured princess.

Twilight lifted up her head, the dried blood on her face giving her an all new look. One of anger, one of determination, one of a true leader.

Through the pain, she spoke. 

“Alright girls…get in your seats,” she managed to croak before falling silent. As another tremor passed, Twilight watched as her closest friends made a quick dash over to their respected thrones. Applejack was too her left, Rainbow Dash to her right. Directly in front of her sat Pinkie Pie, and to the pink mare’s left was Fluttershy, to her right was Rarity.

Once they were all seated, Twilight noticed that their Cutie Marks resting on each throne began to glow. It was time. Twilight’s eyes narrowed.

“Now…we haven’t embraced the Rainbow Power forms since Tirek’s defeat…but I want you all to-” Twilight coughed heavily into her foreleg, painting it with blood. Her friends gasped as she continued. “I want you all to imagine the power that resides within each of you, the special talent that makes you who you are. Embrace it…feel it…let it empower you…then we’ll release it...together.”

They did just that.

Following Twilight’s orders, each mare closed their eyes and began to focus. Pinkie imagined all the parties she’s thrown over the years. She smiled at the warm memories, causing her body to glow. 

Fluttershy imagined herself conquering the greatest of beasts. The manticore, the dragon, the cockatrice, all defeated, not with violence…but with kindness. She smiled, her body radiating pure light. 

Rarity remembered all of her past deeds. The way she gave without asking anything in return, the way her generous heart admired all that her friends had done for her. Her smile was glorious, as was the light enveloping her body.

Applejack smiled at the warm memories that flushed through her vision. The way she always tried her hardest to tell the truth for the benefit of her family and friends. She may not have been perfect, but her friends knew that. They knew the Element of Honesty was far from perfect, and they were perfectly fine with that. Her body began to radiate light.

Rainbow Dash began to remember what made her so loyal. She never backed down from a foe, she never left her friends alone to deal with dangerous adversaries, and she always protected them to the best of her abilities. That told her everything she needed to know. Her body shone bright.

And then there was Twilight…

She only imagined one thing.

Optimus…

All the cuts and tears on her body vanished. Her bones were fixed, her muscles amended, and her heart filled with a new source of life. She opened her eyes. They were pure white alongside her shimmering new body.

The throne room began to shine. The castle began to shine. They began to shine.

Then they released it…together.









A direct punch to Starscream’s face knocked the Seeker straight on his back. Lockdown spun around almost instantly, hooking onto the advancing Autobot’s right arm and swinging him around. He knocked the yellow Autobot into the red one, sending them both into the road.

There was only one left.

“Die!” 

Lockdown spun back around, nearly dodging the blade intended for his chest. Drift acted quickly and didn’t halter, swinging both of his swords to and fro with every bit of skill he could manage. His strikes hit their target only but a few times. Lockdown cursed in his alien tongue, swinging his hook right at Drift’s head.

The Autobot ducked, but was too slow but Lockdown’s kneecap.

Taking the advantage, Lockdown pressed his foot over the Autobot’s throat, keeping him down to the earth. Drift tried to reach for his swords, but they were out of reach. Lockdown chuckled as the Autobot continued to struggle, his hands wrapped around his foot.

“Forget the payment! There will always be more missions!” Lockdown shouted, having his right fist transform out of his hook and into a device that looked to be quite malicious. Drift stared up at the device, shuddering as several points jutted outwards from the tip. The bounty hunter lowered the device closer to Drift’s chest, smiling as his visor slowly slid upwards.

“Your spark…is mine, Autobot.”

Drift slowly turned his head left. He watched as several more missiles from the Alliance tanks impacted the side of Twilight’s castle, causing more large pieces of its exterior to break off. It wouldn’t be much longer before the rest of the castle fell, including…

His friends.

With the foot planted firmly against his throat, Drift gave one final breath.

I’m sorry.

He began to close his optics…but then he took another breath.

The castle’s tip began to glow, and suddenly a new light emerged from his friend’s home. Lockdown stopped momentarily, his interests captured to the structure to his right. There, he witnessed the massive structure erupt into a new type of warmth and light he had yet experienced. Lockdown shielded his eyes. Starscream did the same, as did Bumblebee and Cliffjumper.

When the light faded, there was but a simple glow remaining. All eyes turned back towards the castle.

Hovering in the air right over Lockdown’s head was six, colorful, bright ponies. Their colors flowed through their long, lushes manes as veins would transfer blood through a body. They emerged from the castle in a ball of pure light and rainbows. Starscream slowly began to back away, his head shaking back and forth. Lockdown remained where he was, his eyes fixated on the incredible sight.

The creatures that held the power above him didn’t look afraid. They didn’t take notice to the Autobots lying in pain across the road. Their glares told the tale, a tale so dark that even Lockdown began to feel worry as he stared in their eyes. 

They weren’t afraid. They weren’t in pain. 

They just looked pissed.

The purple one, the one Lockdown presumed to be the leader, clenched her jaw tight, showing her teeth. Her eyes began to glow pure white, a look of rage etched in her face. Starscream’s jaw fell, as did his sword. He began to turn around, ready to run.

He wasn’t fast enough.

With their Rainbow Power forms complete, Twilight and her friends focused their energy on one, single strike. Lockdown once again had to shield his eyes as they all began to glow as bright as the sun. And then, just as quickly as they started, Lockdown watched as they launched a single beam of rainbows and energy right for him.

It was so massive that he could barely escape. The blast wasn’t intended for the bounty hunter, though he was caught in it. The beam went straight for the Decepticon Seeker, impaling his chest with such ferocity that Starscream actually screamed in a mixture of pain and terror. The blast tore his body to shreds, expanding so far until he was wiped off the face of the planet.

The blast didn’t stop there. It kept spreading and spreading until all of Ponyville was enveloped in its light. Nothing innocent was harmed. However, any surviving Decepticon or Alliance force that still remained…were not so lucky. Even Lockdown’s ship was torn apart from the rainbow blast, exploding into an array of lights and orange blossoms until its shredded corpse landed in Ponyville’s streets.

Bumblebee, Cliffjumper, and Drift, all still slack-jawed at the scene they witnessed suddenly felt themselves being hoisted into the air by an unknown force, a rainbow field of energy. They brought their attention to the hovering ponies. They were smiling at them.

The Autobots couldn’t even smile back.

Then they flew. 

With speeds completely unreal, the six ponies and their Autobot companions flew away from the freed town of Ponyville and headed right for their next and final destination: Manehattan.

Fluttershy never forgot to grab Swoop. She enveloped the Dinobot into his own field of energy, bringing him with them on their journey back to the main battle, back to the chaos…with their Rainbow Power.
	
	





> Chapter 87-Facing Extinction
> --------------------------------------------------------------------------



“Rumble, Ravage, Laserbeak, Frenzy, Ratbat, eject!”

The rubble erupted, spewing out slabs of shattered concrete and hurtling them across the remains of Manehattan’s train station. From the eruption came five miniature figures, all rushing towards the street. 

A fist burst out from the rubble, followed by the rest of the arm digging itself out of the debris. A red visor, slightly cracked, glowed fiercely inside the building’s remains, eyeing the warzone lying in front of it. To its right, there stood the five Mini-Cons doing battle with the resistance captain and his troops. Staring it in the face, in its shattered gaze, were three titans fighting for their lives.

Two Alicorn princesses were amongst the titans.

Soundwave pushed the rubble off of him, stepping out into the burning sunlight. He clenched his left fist, a short, purple Energon blade jutting outwards. His right arm morphed into his signature TechVolt, the end bursting to life with raw electricity. 

He was ready. Soundwave charged the lone standing Prime…only to be met with the end of his shield.

Having deflected Shockwave’s attempts at blasting at his armor, Optimus found a weak point and sent a quick kick to the Decepticon’s abdomen. The force of the kick pushed Shockwave backward, though somehow making him land on his chest. Prime didn’t take a second to relax. He spun around and drove the tip of his shield right into the oncoming Decepticon’s head. Soundwave never saw it coming, and he was on his back in less than a second.

Again, Optimus had no time to relax. Shockwave was on him while his back was turned. Soundwave was quick to join him, as if the powerful blow he received had never happened. The three tumbled amongst the building’s ruins, finally stopping near the War Machine continuing to drill into the planet’s surface.

Shockwave was pushed from Prime’s back. He dug his only remaining fist into the debris until coming to a complete stop. There the Prime stood, sword and shield in tow, ready to continue the fight.

Shockwave was beginning to feel his plans coming to a standstill. The one thing he didn’t want to happen, the one thing he needed to be prevented had just happened no more than a few cycles ago. Optimus Prime regained his Matrix, and in turn…his memories. At first, Shockwave couldn’t tell the difference, but as the fight raged on he could see revolutionary changes in the way Prime fought.

He fought stronger, faster, more diligently, and much, much deadlier.

It could’ve been so easy. He should’ve gotten rid of the Matrix right after Soundwave’s Mini-Cons brought it out of the Nemesis’ wreckage. Prime wouldn’t have regained it. He most likely would’ve been killed off by the combined strengths of Galvatron, himself, and Soundwave. 

Yet, as Shockwave stood amongst the wreckage near the only salvation for Cybertron’s future, he could actually feel the regret, the foolish decision-making he had done. But he was caught, caught in the glory of saving his home world amongst his reincarnated master. The glory had blinded him from making logical choices. 

Never again.

Never ever again.

Shockwave could see the Dark Spark continuing to tremble on the building outskirts. It would be needed soon enough. He lifted up his left arm and charged his cannon.

Optimus kicked a piece of concrete right at him. The heavy piece of debris hit Shockwave’s cannon, knocking it to the side and allowing Prime to advance on him. Optimus lifted up his sword, driving it right for Shockwave’s exposed chest. Soundwave tackled him just in time.

The two wrestled amongst the building’s ruins, only stopping once Prime sent a sharp kick to the Decepticon’s abdomen. Soundwave was launched upwards and on his back, allowing Prime the perfect opportunity to get back up. Once he stood, Soundwave was already there, poised for the kill.

He jumped upwards and drove his Energon blade right for Optimus’ chest. Optimus brought up his shield just in time for Soundwave to scratch its touch exterior. Prime nearly lost his balance from the onslaught, allowing Soundwave to move in. The Decepticon almost got the upper hand in the conflict, but Optimus wouldn’t allow it.

Once he was close enough, Optimus swung his shield in a slashing motion, clipping Soundwave’s left arm and spinning the Decepticon fully around.

Prime roared as he rammed the back of the Decepticon, pushing him until they both came into contact with the nearest building side. Rubble rained from the crash on top of them, but Prime stepped back to allow the remaining contents to pour all over the wounded Communications Officer. Soundwave remained motionless as the pile rose higher and higher, burying him underneath.

“Decepticon punk,” Prime growled, slowly turning around. A large piece of rebar was smacked against his right cheek. On the end were the remains of a piece of concrete.

Shockwave tossed the piece of rebar aside, transforming into his alternative mode. He jetted outwards, ramming right into the Prime’s backside. Bringing Optimus off the ground while in flight, Shockwave transformed back and gripped the back of Prime’s head with his remaining hand. As they came down, Shockwave drove his right fist downwards, giving Prime a face full of concrete and debris.

Shockwave skidded to a halt, allowing the Prime to continue until he came to a complete stop. 

Still, he got up.

Shockwave’s eye burned bright. He pointed his cannon right for Prime’s back. A coward’s act, but an effective act nonetheless. 

Optimus spun around, launching his sword right for Shockwave’s cannon. The blade impacted the weapon neatly, slicing the right of it and even grazing Shockwave’s left arm. The Decepticon hissed in pain, bringing his cannon down only slightly and firing blindly. The blast missed, of course, and it gave Optimus all the time he needed to retaliate.

The Prime charged forward, watching as Shockwave lifted up his head to encounter his assailant face-to-face. He lifted up his cannon once more, attempting another shot.

Optimus wouldn’t allow it. He already acquired the advantage, and he wasn’t about to give it up so quickly. Using the momentum he gained while rushing forward, Optimus brought his shield back as far as he could. Doing a simple two-step, Optimus jammed his shield right for the Decepticon, the only target remaining in front of him. It was at that moment did he connect his shield against Shockwave did the Decepticon actually fire his weapon.

The result was devastating. 

The impact from Prime’s shield and the force of the blast from Shockwave’s cannon launched the Decepticon scientist backwards into the nearest building side like a missile. Optimus was blown back a few feet as well, skidding to a stop rather easily. He brought his optics over to the large hole in the buildings, narrowing them only slightly.

Shockwave would not get up so easily after that.

However, he still had no time to recover. He was in a war, and while in war he always had to be on his toes, always be vigilant. He couldn’t allow little distractions to get in his way. The main reason he arrived to the crash site was to get rid of the Decepticon rule. 

A painful scream came from behind him…

His mission was far from over.

Optimus spun around to witness Galvatron taking the upper hand in the fight against the Royal Sisters. They swarmed him like two buzzing insects, sending spell after spell against his tough exterior and sometimes flying in close to jab their weapons into what they presumed to be weak points. They, like Prime at one point earlier on, had underestimated the hybrid’s speed and agility, and they paid the price.

Galvatron swung his left fist outwards, hitting Princess Luna with the bottom of his sword. Prime’s optics grew wide as Luna screamed in pain. She flew over and knocked her head against a tipping pillar, knocking her out instantly. She fell slowly to the earth, her helmet falling off and skidding to the rubble alongside her longsword.

Princess Celestia was horrified. 

“Luna!” she cried, sticking out her foreleg towards her sister, as if believing her reach would protect her. Her sudden action of fear over her sister’s fate had left her open, and Galvatron capitalized on her suffering with a cannon blast straight to the heart.

Celestia screamed in agony, the heat of the blast launching her straight into a large pile of rubble. Her spear danced amongst the pile, resting at the bottom as her magic slowly faded away from it. The reincarnated Megatron laughed in amusement, his laughs nearly identical to the past leader of the Decepticons.

Optimus brought his optics over to Galvatron.

He could see nothing but red.

For some reason, Prime seemed to lose touch to the newfound power resonating within his Matrix. He allowed something else to take command, something bellowing with rage and fury. He didn’t try and stop it. It wouldn’t be the first time he had the feeling.

Optimus yelled in anger, catching the attention of a certain Decepticon. He ran forward, scooped up his sword, and tossed his shield right for his purple foe. It wasn’t smart to get rid of his only bit of defense, but Optimus didn’t seem to have a clear state of mind. Maybe he was just furious over the fates of his two friends. Maybe he was tired of seeing Galvatron continuing to hurt those so innocent.

Maybe he just plain had enough.

His shield struck Galvatron’s left shoulder, embedding itself through his foe’s armor.

“GAH!” Galvatron growled, reaching up to dislodge the heavy shield. Optimus was already on him, swiping and slashing at every angle he could acquire. Galvatron deflected very few shots with his own sword, still trying to break off the shield still skewered in his shoulder.

Prime punched him across the right side of his face. Galvatron staggered backwards, allowing Optimus to move in for the final blow. The Decepticon lifted up his cannon and fired.

“Autobot wretch! How dare you lay your hands on me!” Galvatron bellowed, finally ripping the shield off his shoulder. The heavy metal dropped to the earth with a loud clang. The Decepticon lifted up his head, growling in anger at the Autobot struggling to stand up.

“Even with your precious Matrix you still fall before me!” the Decepticon yelled, charging Optimus while he was down. He bent down and drove the side of his blade right for Prime’s head, the metal grazing Optimus’ forehead as the force of the hit launched him backwards.

Galvatron continued the onslaught, not stopping for a second. 

“Oh, how it must burn you to witness the fall of your insignificant pony allies,” he taunted, standing above Prime as the injured Autobot struggled to stand back up. Galvatron continued. “I know it must be eating you up inside. You know you could’ve saved them from me, but yet here you lie like the scum you always were.”

Optimus lifted up his head, staring straight down the barrel of Galvatron’s cannon.

“Now…join them in oblivion.”

It was too fast. Galvatron just could not react quickly enough. Optimus drove his fist right into the barrel of Galvatron’s cannon, shattering it into a million pieces. 

“I am not lying down!” Prime stated firmly, ignoring the surprised look stretch across Galvatron’s features. With his free hand, Optimus swung his sword right for his enemy’s head. Galvatron ducked nearly at the last second.

“I am not giving up!”

Optimus charged forward, swinging his sword in ways that would make Drift proud. Galvatron did his best to deflect the slices and stabs with his own sword, yet he found it to become increasingly difficult as Prime pushed on towards him, closer with each swipe.

Their swords connected. The two leaders stared each other down, neither willing to break contact. Amongst the rubble of the shattered building side, Shockwave crawled out and watched the unimaginable take place.

He watched Optimus Prime win.

“I am here to end your reign!”

“You are but a pestering fool lost in time! Feel the wrath of the reincarnated Megatron!”

And then they fought.

The battle between the two leaders tore apart what remained of any surviving remnant in the train station. Galvatron swung madly with his left hand, his blade in tow. Optimus ducked, but instantly felt the backlash of Galvatron’s strike whip around and hit him square in the face. Galvatron was fast, much faster and much more agile than Megatron ever was. But Prime knew better. He knew there was always a weakness. Megatron had it, so Galvatron definitely had to have it.

Without his cannon to ensure a quick demise for the last Prime, Galvatron resorted to traditional methods. He would rip Prime’s head off and show it to the world. He tackled Optimus, planting the Autobot firmly to the ground and raising his sword above his head.

Optimus brought his eyes quickly to the left. He reached there, picked up a heavy item resting amongst the rubble, and smashed it against the side of Galvatron’s head.

The Decepticon tumbled but quickly regained his balance. He stood up to witness Prime regain his shield, the item he used to save himself just then. The Decepticon roared in anger, charging the Prime at full speed.

Optimus Prime and Galvatron punched, slashed, stabbed, kicked, tackled, and mutilated each other until they were directly near the War Machine’s legs. The devastating machine was still going at it, never stopping its beam of energy digging straight through the crust and mantel of the planet. Several thousand pieces of dirt and rock spewed outwards from the beam, dancing across the feet of the two leaders.

Time and time again, Galvatron would continue to go for Prime’s neck with his sword, shouting curse after curse whenever his sword would glance off of Optimus’ shield. It would be a rarity if Prime even managed to swing his blade out to draw the Decepticon back, but he just kept coming at him, closing off all opportunities. 

This wasn’t like Megatron. He wouldn’t frantically try again and again with such feeble attempts at slaying Prime. Then again, it wasn’t technically Megatron. There was something behind it all, something Optimus needed to find out fast.

There was something behind it after all…behind him.

Optimus spun his head back for a quick second to witness his back about ten or so yards away from the purple beam burrowing into the ground. The War Machine’s legs remained stuck to the earth, leaving an open path between him and the beam. That was Galvatron’s attempted plan. He was trying to push him into the beam, ensuring a quick death.

Prime lifted up his shield one last time to defend himself. He felt it was needed for defense just one more time. Galvatron jumped in the air, drove his sword straight forward and tore right through the top of Prime’s shield. The blade nearly shredded Prime’s right optic. Nearly.

Galvatron reared back. He stopped.

The blade was stuck.

The Decepticon glared at Optimus, but soon found his optics losing all sense of rage when he continued to stare into Prime’s powerful gaze. It was that moment that he knew he made a mistake. That moment he stared into Optimus’ blue eyes…he knew he left himself open.

And he suffered for it.

Roaring his battle cry, Optimus twisted his shield to the right, ripping Galvatron’s sword free from his hand. The blade skidded amongst the rubble, leaving the Decepticon leader defenseless. Optimus ducked as Galvatron fell atop of him. The Decepticon quickly regained his footing, turning around to battle Prime hand to hand if he needed to.

All he could see was Optimus remaining low to the ground.

Another fatal mistake. Galvatron forgot where he was standing. Optimus Prime spun around, yelling as he smashed his shield against the Decepticon’s chest.

Galvatron went flying from the force of Prime’s blow. He went right through the machine’s beam plowing into the earth, not his entire body…just his left arm. The Decepticon screamed in agony as he landed on the other side, his severed arm joining him soon.

He looked up.

Optimus Prime was walking right towards him, his sword and shield equipped.

Galvatron had to get up. He had to continue the fight, lest he dare feel…afraid. No, he wasn’t Megatron. That coward died for his foolish actions that cost him his life. He was Galvatron. He was perfection. He would fight his most hated foe until every last bit of him was torn from his very being.

Galvatron would not give up.

His mindset was brave, yet his actions were foolish. With one arm, Galvatron had little to no advantage while battling the fully equipped Optimus Prime. Still, he swung his right fist outwards for Prime’s head. Optimus ducked, of course, but he knew where he would pop up. Galvatron spun around, about to bring down his fist on Optimus’ head.

He stopped.

He gasped.

A searing pain tore through his chest.

Time seemed to fade away. The picture he was building within his mind faded. Galvatron slowly began to bring his gaze downwards, his breath becoming ragged when his optics connected to the object that foiled everything. It was unreal. It was completely, totally, unbelievably unreal. It stood as a testament of his foolish actions, a remnant that would forever bore into his mind and spirit.

Optimus Prime’s sword dug deep into Galvatron’s chest.

He was perfection.

Optimus ripped out the blade, sending fresh, liquid Energon across the ruins.

He was death reincarnated.

The Prime rammed his fist into Galvatron’s open wound, digging until he ripped out a bright object. The Crystal Heart, fully intact in its metal shell. Prime let it fall from his Energon-covered hand.

He was Cybertron’s savior.

The Decepticon slowly fell to his knees. He looked up one last time to stare into the eyes of his oppressor. Optimus Prime did nothing but narrow his optics. He did not speak. He did not make a heroic comment. He stood there, his sword slowly rising above his own head.

He…was…Galvatr-

Optimus swung downwards, a sickening slice resounding through the air. Then silence.

Sweet, tragic silence.

Galvatron’s head fell, and his limp body joined the extremity in its final resting place: the ruins of the world it swore to destroy.

“It’s illogical…”

Stepping out of the rubble that consumed him, Shockwave stepped into the light. He scooped up the Dark Spark that remained on his far right, the relic shivering in his fist. Slowly, the surviving Decepticon limped closer and closer to the lone Prime. His optic was not on the Autobot…but on the fallen hybrid. His master.

And his head that lied near his torn corpse.

Shockwave stopped. A massive being appeared out of the smoke and ash, and it revealed to be Omega Supreme. He stomped behind the buildings behind Optimus and the War Machine. His chest did not bear the Decepticon insignia, sadly it bore the Autobot. Just as Shockwave expected. The beam from Prime’s Matrix must have given every Autobot their memory back. A shame.

This was not part of the plan.

It was not meant to end like this.

Shockwave gazed over the remains of his creation, and slowly brought it up to Optimus. The Autobot leader stared him down, his sword and shield held tightly in each fist. Omega Supreme locked his haunting, red eyes onto the lone Decepticon scientist.

That would need to be taken care of.

Shockwave, with his free finger, pressed just one button on his blaster. Doing just that caused the earth to tremble. It didn’t tremble like it was currently with the War Machine continuously digging. No, it was larger, stronger, and much…much bigger. It was a tremor that all of Manehattan felt.

The Nemesis, where it crashed, began to rise.

It transformed, rising higher and higher behind Shockwave.

Optimus Prime stared in absolute shock as the Nemesis morphed and changed into recognizable body parts. Without his memory, Prime would’ve been terrified and had no clue on what the beast that stood before him was. Thanks to his Matrix, Optimus could watch clearly as the mighty Trypticon rose amongst the smoke and ash.

But it stopped. 

Optimus brought his gaze back to the other Decepticon he knew for certain was still a threat. He may not have been afraid watching Trypticon rise where the Nemesis once lay, but he was absolutely horrified when Shockwave placed the Dark Spark inside his open chest compartment.

The effects were instantaneous.

Electric currents soared over Shockwave’s body, emitting a powerful scream from the Decepticon. He slowly hovered above the ground, a strange, purple mist overcoming his body. Prime could do nothing but watch as the darkness consumed Shockwave. He gripped his sword even tighter.

As he descended back to the ground, all that remained on Shockwave’s chest was but a simple, purple crystal. His body shuddered fiercely dark, that same purple mist fading off his shoulders and chest. Small strands of electricity coursed through his arm, blaster, and legs, all joining together around the dark crystal dead center in his chest.

Shockwave stuck his right hand out. Galvatron’s sword levitated off the rubble and flew into the Decepticon’s palm, joining in the pulsating lightning currents flowing through his veins.

“The war is not over, Optimus Prime,” Shockwave spoke, his voice nearly ten times fiercer than it ever was before. “It is not over as long as I’m standing.”

Optimus stared at him, completely shocked. He then looked up to the mighty Trypticon. The beast screeched into the air, it’s newly formed red optics glaring into the eyes of Omega Supreme. The War Machine kept on drilling into the planet, growing ever so closer to the core.




	
	

> Chapter 88-Betrayal
> --------------------------------------------------------------------------


Once the tower of light fell upon them—enveloping the three in its warm, welcoming embrace—that was the moment they knew not to be afraid. It was the moment they stopped fighting for themselves and began fighting for one another, as a single unit, as one, powerful team of warriors.

Grimlock drove his sword straight into the spark of the last standing Decepticon Heavy Soldier. The Decepticon struggled against the massive blade embedded within his chest, his claws reaching upwards to try and pry the blade out of him.	

The Dinobot grabbed the Decepticon’s left arm and proceeded to rip the entire Transformer in half. Grimlock roared in satisfaction, tossing the severed body of his foe to join the others that tried to push past them.

He and his Dinobots, his brothers in arms, stood amongst the ruins and corpses of a fallen army failed to obey their masters’ request for invasion. The dead lay among them in piles, charred crisps of Alliance soldiers in bundles alongside their Decepticon partners. Limbs and heads scattered the torn bridge where Energon and blood dripped from the sides and out into the ocean below. All that remained, all that still functioned on that bridge were three Autobots.

They were covered head to toe in Energon.

They didn’t care. They won.

After several seconds ticked away with nothing but the heavy breathing from Slug and Snarl, Grimlock brought his gaze upwards to the skies ahead, trying his hardest to ignore the dead bodies of equines he had so effortlessly slaughtered. Each strike was a painful reminder, a horrifying flashback of when he was nothing but a mindless beast. How he had almost killed his friends…how he had almost eaten Fluttershy…

Primus…he could still remember it all.

The clouds hovered away from the afternoon sun, giving light to the battleground for the umpteenth time that fateful day. The colors were amazing. Heavy orange, bright yellow, sky blue, purple, pink, white…

Wait…

Purple, pink, and white?

The sudden brightness of the sky must’ve captured the attention of both Slug and Snarl as well, because soon enough all three Dinobots were staring at the rainbow streak across the bridge and over their heads. They all followed its bright trail lead into Manehattan, even falling down to where it was below the buildings.

That’s not what surprised Grimlock. The rainbow merely caught his interest. What surprised the Dinobot was the mighty Trypticon rising over the buildings deep within the city, his jaws opening wide to release a powerful roar into the burning winds.

“SCREEEEEEECH!”

All of Manehattan heard the wail of the Decepticon titan. The whole damned world heard it.

Grimlock especially heard it. He replied with a war cry of his own.

“Dinobots,” he began, allowing his orange blade to shrink back into his fist, allowing him to perform the inevitable, “transform…and charge!”

The Autobots beasts roared in mixtures of retaliation, hunger, anger, and excitement in a flurry of sudden yelps and low growls. Grimlock led the way, as usual, and stomped his way back into Manehattan. The three cleared the bridge of the dead that lay among its surface.









Brimstone used his last bullet on the advancing Pegasus flying in from above. The resistance Pegasus cried in pain once the Energon bullet tore through his right wing, bringing him down in a terrible crash that would result in permanent damage to his vertebrae. 

With the sky cleared, Brimstone lead the charge over the fourth line, the final stronghold.

“Push forward!” the young unicorn screamed, jamming his empty rifle towards what remained. His Alliance brothers and sisters screamed alongside him, galloping or flying right over the tattered third line. Brimstone jumped into the ditch that gave the resistance sanctuary from their firepower. At once he was attacked.

Brimstone grappled against the resistance fighter trying his hardest to knock him on his flank. The unicorn would not allow it, and he charged up a spell that sent a volt of electricity straight into the chest of the resistance pony. He jammed the side of his rifle against the pony’s skull, knocking him flat on his back. Brimstone allowed his rifle to transform back into his foreleg. He activated a small, black shaft from his hoof instead and drove the blade straight into his…

His…

The bandana wrapped around the muzzle of the resistance pony had slipped down, revealing a muzzle much too small for any stallion to have. The terrified expression Brimstone stared at belonged to a mare.

He didn’t know why he stopped. His dark blade was so close to ending the pony’s life and being one step closer to victory for the Alliance. For some reason, the same reason he stopped himself from stabbing her in the throat…was her eyes. If anything she was confused, as if the meaning of warfare was all but new to her. Her eyes held the same pain, the same confusion as his…

As his…wife.

The day she died, the day Brimstone would never forget, all she could do was stare at him, scream his name while he continued to reach for her, cry for her. The Decepticons had ended her life, had ended his reason for life…and here he stood fighting alongside them like brothers in the same war. 

He hadn’t known that he lowered his weapon. The mare sent the stallion in front of her a confused yet thankful look, and then she took off to the left, right out of the resistance lines and quickly to safety. Alliance ponies swarmed past the lone stallion in the fourth line, completely ignoring their fellow soldier standing amongst what remained of his sanity and what made him equine.

Brimstone slowly brought his eyes over to his left. He could witness Bruticus stomp over what remained of the resistance lines, knocking the two attacking Autobots aside with just one swipe of his mighty hand. More Decepticon soldiers ran past his feet, firing away at the fleeing resistance army. Discord was the only one standing, somehow keeping Bruticus and the Decepticon army at bay for the time being. It wouldn’t be long before he would also fall to the mighty Decepticon.

The young unicorn sighed through his mouth, his weary eyes staring into the burning symbol on Bruticus’ chest. 

“Noctune…you lied to us…to me…”

More Alliance ponies galloped right past him in a blur of screams and shouts.

“You promised peace…you promised sanctity…you promised far too many things you could not offer…”

Bruticus managed to grasp the slippery Discord in his mighty fist, tightening his grip around the struggling draconequus.

“But worst of all…you promised they would fall this day… You promised the Decepticons would pay for what they’ve done. Once again…you promised far too many things.”

His rifle felt very heavy. Brimstone reached for his right foreleg and unhooked the device wrapped around it. The metallic shards jumbled together in the device once it hit the shattered concrete, joining the lone rifles and empty bullet shells.

“YOU’RE MINE NOW!”

Brimstone brought his eyes back to the Decepticon titan. As if time seemed to slow down, he witnessed a rainbow as bright as the sun burst straight through Bruticus’ backside, searing one of his arms clean off his body. Discord was freed from the severed arm, having flown safely to the ground to watch the rainbow streak fade away.

The young unicorn, so full of loss, turned his head away from the madness of war. Bruticus’ roars of pain felt like mere whistles of wind flowing past his ears. He turned around and walked away. That’s all Brimstone could offer, that’s all he could push himself to do. He turned around and walked away.

As he walked straight down the heart of the tattered road, only stopping to watch as three rampaging Autobots took the only portions of road left standing since the explosion brought downtown straight underground. Even the Autobots appeared to be stampeding in slow motion, completely ignoring the lone stallion in the middle of the road.

Brimstone slowly walked over to the sidewalk, the only portion that remained since the eruption. As he made his retreat, through the corner of his eye, Brimstone could see what remained of the towering colossus fall to his knees. The largest Autobot appeared from behind Bruticus, chomping down and ripping the Decepticon’s head clean off. They each took turns ripping the Combaticons apart.

He made his slow retreat out of the city of Manehattan. Brimstone left the battle to fend for its own selfish desires, having lost all the will to fight for a cause he knew was wrong from the beginning. He retreated.

He retreated from the Alliance. He retreated.

And for the first time in his life…it felt good.









“Come on, Optimus… Oh! That’s gotta hurt! Come on, I know you can do it! Swing, duck, jab! Yes! Nice hit, Optimus!”

A large shadow fell over the excited baby dragon, instantly silencing him. 

Having recovered from the rifle’s powerful kick, Spike managed to claw his way through the battlefield, helping out in any small he could. Like a child to a candy store, or a baby dragon to pile of gems in his case, Spike watched on from the street as Optimus Prime and Shockwave went toe-to-toe. It was quite the exciting battle, having watched Optimus overpower all three Decepticons and even kill Galvatron.

It was all going so well for Optimus…

Well…

That was until Trypticon had been summoned. 

While the Autobot and Decepticon fought for their lives against one another near the War Machine continuing to drill into the ground, the towering Trypticon took his first few steps forward over the two Cybertronians and into the street. Spike made sure to get an extra safe distance to watch the shadow pass safely over him.

From where he stood behind piles of rubble, Spike watched on with eyes as wide as saucers once Trypticon and Omega Supreme made first contact, two titans colliding, two opposing forces of good and evil on the grandest of scales coming together.

Trypticon screeched and dug his claws into Omega’s shoulder. He reared forward and bit down on the area he presumed to be Omega’s neck. The two titans stumbled off deeper into the city, bringing down skyscrapers until nothing but dust remained from their destruction. Spike kept on watching them until Trypticon’s tail disappeared amongst the smoke.

With them out of the way to deal with whatever titans did when they confronted one another, Spike moved in closer back to the battle he had been focusing on since he arrived to the scene not too long ago. He dipped from one rubble shielding to the next, growing closer and closer to Optimus Prime and Shockwave.

He stuck his head out from the nearest piece of debris. His reptilian eyes quietly watched the last Prime go in for jab at Shockwave’s forehead with his shield. His connection worked, and Shockwave stumbled backwards, recovering far too quickly from such a powerful strike.

Planting his claw against the debris, Spike mumbled, “Come on, Prime, I know you can do it! You’ve pulled through so much worse than…this…?”

His words seemed to fail him. Spike stared on in silence. Emerging from the Nemesis’ crash site, a dark brown stallion slowly approached the two Transformers.









The first change Optimus noticed about Shockwave was his speed, then his agility, his strength, his swordsmanship, and so on. With the power of the Dark Spark fueling his actions, Optimus Prime knew that he was not facing the same Shockwave he had moments earlier. It was not the same calculating scientist using mere logic as his one and only ally. 

The Shockwave he was facing now was fueled with pure darkness, unfathomable hatred, and uncontrollable dark magic Prime had only imagined in legends…and one other time. Megatron never was able to wield its full powers. With Shockwave…

Optimus truly didn’t know what to expect. So he fought with all that he had either way.

“You tried to twist my mind! You failed!” Optimus shouted, ducking underneath Shockwave’s cannon. The Decepticon halted his fire, the end of his cannon dimming which allowed Prime to smack the weapon away from his personal space. 

Shockwave grunted in annoyance, the dark crystal burning bright purple against his chest. “You know nothing!” he retaliated, jamming the tip of his sword straight for Optimus while he was bent low to the ground. Optimus brought up his own blade, deflecting the dark sword’s tip dangerously close to his face.

The two continued in a dance of will and strength, a fight between the Matrix and the Dark Spark. Both wielded a power far greater than any omnipotent force in the universe. Both would use them to their own advantages; Prime for freedom, Shockwave for redemption.

The Decepticon swung his massive sword that once belonged to his failed creation. Optimus ducked beneath the sword’s edge, sliding on his knees to Shockwave’s far left. He popped up instantly and swung his shield straight for the Decepticon, but was surprised to notice that Shockwave had spun from his weapon’s intended strike, appearing on Prime’s defenseless right.

He kicked him square in the chest. Optimus fell backwards, kicking up dust and rocks.

“The Dark Spark grants me strength in ways you cannot imagine, Prime! Not even your Matrix can overcome its darkness! It is ever-growing, it will have no equal, and it will consume all that breathes!” Shockwave shouted, jamming his sword straight into Prime’s leg.

Optimus howled in pain, but he didn’t stop there. The pain didn’t stop there. Shockwave literally dragged the wounded Prime closer to him, only stopping to rip out his blade and levitate the Prime back to his feet. Optimus hung in the air, kicking with his feet and struggling to move his forearms back and forth. Shockwave offered no ease.

He looked the floating Prime up and down, his visor shimmering bright purple. “Do you know why I spared your pathetic corpse the intention of an eternal scrapyard?” he asked, expecting a response but not getting one.

Shockwave grunted. “I believed you could offer the equines true pain and misery, the type of pain I was forced to follow! I did this so that if we could not beat them down physically, then I knew for certain we can beat them morally!”

To Optimus’ horror, as he struggled with all the willpower he could offer, he stared down the barrel of Shockwave’s cannon, the muzzle glowing bright. He fired only once, and with that one blast amplified by the Dark Spark’s wicked strength, it was strong enough to blast Optimus back several yards. Optimus skidded and tumbled like a rag doll with a smoking chest, his weapons scattering as he rolled.

Finally, he came to a rest at the edge of what remained of Manehattan’s train station. With his chest to the gravel, the Prime could do nothing but lie in pain as he listened to the approaching footsteps. He planted his fists into the ground, grunting as he pushed himself up.

He was immediately brought back down by a force far stronger than he.

Shockwave drove the bottom of his foot down on the back of the fallen Prime. He clenched the blade’s handle in his lone, right hand, his optic burning with ferocity. With his sights set, Shockwave brought back the sword, speaking his last words to the Prime.

“I see my mistake…and I will not make it again.”

He drove the blade forward-

“Shockwave!”

The power in the voice compelled even the corrupt scientist to cease his actions. The tip of his sword was nowhere near his intended target directly in Prime’s back, it was still held back, standing oh-so still in the raining ashes from the War Machine’s constant drilling. Curious, Shockwave lifted his foot from Prime’s back, turning fully around to face the owner of the familiar voice.

“Noctune…” Shockwave breathed, his optic landing on the lone stallion standing in the midst of the battleground he and Prime fought upon. His ally stood breathing far too heavily, a somewhat foreboding smile plastered on the left side of his face. That’s all he showed, the left side of his face and the smile to go with it.

He looked awful, yet he didn’t show it.

“What has happened to you?” Shockwave began, taking a small step towards the stallion.

“Oh, cut the bullshit, Shockwave!”

He then stopped in his tracks, momentarily stunned.

Noctune continued, the grin growing wider on the left side of his face, the other half remaining dark. “You know, when I first met you I believed we could’ve created something beautiful. Two races joined in an alliance would reach no ends, and I was the idiot who actually believed in that…believed in you!”

“Whatever it is that ails you, I can assure you that we can-”

“Shut up!” Noctune screamed, silencing the Decepticon for the time being. “Now, I realize that even though the times are different…the methods, the ideals, they’re all the same. And you, Shockwave, are just like the others. Worthless, insubordinate, traitorous scum.”

Now the Decepticon was beginning to grow uneasy. He tightened the grip on his sword. Noctune smiled again, the ash falling across his shoulders and sweaty jet-black mane.

“But that doesn’t matter, Shockwave. I can play along too. In fact…” 

He lifted up the rest of his face, revealing what the shadows had hidden away. What remained of Noctune’s face was a charred piece of skin resting against the muscles and tendons, dried blood coating the edges of his burn. Shockwave could barely make out small slivers of skull within the burn, all leading up to Noctune’s right eye, completely bare with no eyelids to block out the swirling shades of dark grey.

And yet he still smiled, the grin growing against the muscle to form something far too hideous for anypony to make. The Decepticon stood there, silenced into surprise and shock.

“I’ve never seen more clearly than I have now,” Noctune muttered, continuing his wicked grin. Before he even gave Shockwave the chance to respond, the stallion reached into his jacket and pulled out a small walkie-talkie. Letting the antenna adjust outwards, Noctune brought the device to his mouth. He gave just one order, smiling the entire time.

“Begin Phase Two, commander. Slaughter every alien you see.”

Faster than Noctune could have put his walkie-talkie away, Shockwave looked to the skies to be met with a horrific sight. Passed the swirling clouds of burning city and into the bright afternoon skies, Shockwave received front row seats to his Decepticon army fall one by one at the hands…hooves of the Alliance.

Every Decepticon Jet that flew by were instantly gunned down by floating Alliance airships, their turrets filling the sky with shells and burning cinders of what remained from the Decepticon air dominance. The skies were filled with an all new form of light, one of betrayal and death, and Shockwave knew it was not just the skies.

He quickly brought his shimmering, purple optic back to the stallion. He was laughing. His partner, his betrayer was laughing. 

The Dark Spark glowed violently within his chest. Shockwave lost control and pointed his cannon at his newly acquired target.

“You…you traitorous swine!”

And then he fired. One blast was all it took to launch the stallion fifty yards back and keep on going. His flight, his landing, his aftermath, the entire time Noctune kept on laughing. He soon found himself lost in the laughter, sliding on the charred concrete until he came to a rest right be a pile of rubble…and a golden spear.









The solar goddess slowly opened her eyelids, witnessing nothing but the blurred outlines of her friend and her enemy fighting one another to the bitter death. Her hearing was slow to return, but the clashing of swords against shields was soon to be the first thing she heard.

With her other senses returning, unfortunately touch, she could feel the pain soaring throughout her limbs, her wings, and her head. The sharp edges of the rubble she laid against poked her backside, the only portions that weren’t protected by her golden armor as bright as the sun. She could feel the warm ashes slowly fall against her muzzle and limbs, coating her body until she prompted herself to move to the right.

That’s when she saw it.

There lied the pony that had caused the greatest of damage that Equestria had ever felt, the pony that even managed to make her believe there was still some good in his soul for all that he has wrought. But no, now, as the stallion lied to her far right, she could see the scorched side of his face lift off the ground, his wide, right eye staring at her hauntingly.

He smiled. Through his bloody teeth and charred face, he smiled. The solar goddess gasped silently, her vision slowly beginning to blur after staring at the horrific scene for far too long.

He spoke to her. There was no mocking tone, there was no snarky remark, there was but two simple words lost within the darkness that consumed the pony’s voice.

“You lose…”

And then he passed out, his right eye remaining open with the other closed.

Princess Celestia lay on her back against the sharp rubble, her mind wobbling and soul crying out. Slowly, she reached upwards and removed the helmet covering her skull, the helmet that had protected her throughout the revolution. She let it fall from her hooves, clattering against the stone until it came to a rest near her spear.

She did nothing but sit there, staring at nothing as the world fell apart around her, constantly replaying Noctune’s final words to her.

The walkie-talkie next to Noctune buzzed to life.

“…tune? Noctune, can you hear me? This is Alliance Commander Chivalry reporting that all Decepticon forces have been destroyed! I repeat that ALL Decepticon forces have been destroyed! We’re heading for your current position now for backup…which…would be where, sir?”

Silence. Celestia listened carefully, but still stared out into her crumbling home.

“Noctune…? NOCTUNE! Where are you?! Sir?!”

A sigh on the other end.

“We lost him.”

Princess Celestia closed her eyes, letting the darkness finally return to her embrace.

You lose.







> Chapter 89-Beasts of War
> --------------------------------------------------------------------------



The battle of Manehattan had taken its toll on the citizens of the fair city. Near the outskirts within the Manehattan Judicial Building, ponies that stacked up in the hundreds cradled together for warmth, safety, and out of fear of what the war was doing to their home.

For the ponies of Manehattan, they hadn’t been more terrified in their entire lives. For the Equestrian Resistance fighters, they felt no different.

A total of twenty resistance soldiers were tasked by Captain Armor to guard the citizens they were currently watching over with their lives. Hundreds of innocent ponies were taken to the near coast of the city and placed within the safe walls of the Judicial Building. There were hardly any firefights where they were hidden, save for a few tremors and gunshots here and there.

The twenty resistance fighters lined the glass doors behind them, some taking shifts of watching the streets while others scanned the bundles of ponies cradling together within the massive foyer. There were friends, families even who had managed to escape the battleground and make it to the safe zone. 

One resistance fighter eyed a mare holding her crying foal, shushing him silently while slowly rocking the young Pegasus back and forth in her hooves. She wasn’t the only one. Foals of all shapes and sizes were amongst the citizens, giving the worn crowd little life. His eyes narrowed, the grip on his rifle tightening. There was no way any Decepticon or Alliance traitor was getting passed him.

“You see anything?”

The resistance pony brought his gaze over to his fellow squad members. They were peering outside, squinting to see passed the glass and into the street ahead of them. They all brought up their eyes, scanning the clouds and ash.

One after another, they shook their heads, taking a step back.

“No Decepticon bombers or Alliance airships. The bombing run must’ve long since ended,” a light blue stallion wrapped in rags stated, turning his bandana-covered muzzle over to his squad. They all nodded.

“Good,” said another, propping up his rifle. “Maybe now we can actually get into the fight instead of waiting here.”

“We’re not leaving,” the stallion muttered catching the attention of his squad of four. After removing his gaze from the terrified families sitting in the foyer, the stallion brought his eyes over to his squad, his expression solid as stone.

“Captain’s orders. We’re not abandoning these citizens no matter what.”

His hard stare fell upon the pony propped against his rifle. He stood up from the rifle, glaring at his own comrade. “I’m not gonna stay here while my own brothers and sisters shed their blood for the revolution!”

Some citizens began to turn their heads over to the arguing soldiers, many of them growing worried concerns. Those concerns shifted to looks of confusion once the dark shadow began to fall over the streets. The resistance fighters paid no heed to the sudden change of atmosphere outside, they were all too concerned with the atmosphere inside.

“You’re needed here, soldier! With us! With these ponies! Do you think the Decepticons or the Alliance are going to hesitate to fire at a crowd of unarmed civilians?” he shouted, the words affecting his entire squad. The agitated pony fell silent, his ears drooping.

The pony from before continued, pointing his hoof out into the foyer. “We are aiding in the revolution in more ways than you can count, and we need all able-bodied stallions prepared for any-”

Another tremor came, demolishing the sentence of the resistance fighter into a thousand pieces. Hundreds of screams erupted from the Judicial Building, all eyes of the resistance ponies turning to see what the commotion was about. The citizens of Manehattan were all backing away from the glass doors, their eyes glued to the outside darkness.

It was no ordinary tremor like before. It didn’t just shake the chairs and benches scattered within the foyer like the previous. No, this tremor shook the entire confines of the building, bringing forth and an all new type of terror to what was behind it all along. The resistance fighters turned around, their eyes nearly popping out of the skulls with what they saw.

“Get back, all of you!” a soldier shouted, backing away from the glass doors. His squad mirrored his actions, clutching their rifles close to their hearts as they, too, backed away.

The titan’s foot came crashing down into the street.

More screams from the civilians. From their position, the resistance fighters could make out a towering figure standing almost higher than all the buildings to its left and right. Somehow, by some godlike force of nature, the massive titan seemed to be pushed backwards, its large feet digging into the street with its hands clawing at the building sides, trying to find support.

Thousands of pieces of building rubble and debris rained from the titan’s clawing, spilling into the street and even in front of the Judicial Building. The resistance fighters readied their weapons, their eyes trained solely on the lone titan coming to halt to their far left. The screams of the Manehattan ponies still scratched their eardrums, but they didn’t let that bother them. They would protect the ponies behind them with every shred of their life, even if it meant being buried alive from the titan’s power.

However…

The titan didn’t seem to pay much attention to the miniscule heartbeats below it. Despite its glowing blue eyes piercing the ash clouds from what the resistance fighters could see from their position, the titan didn’t seem to have its focus on them, rather on something directly ahead of it. The Autobot symbol glowing just as bright as the titan’s eyes brought a feeling of relief to the ponies.

That feeling of relief died just as quick as the cries of terror within the building.

Following the Autobot titan’s appearance, a second force with just as equal or greater power emerged from the far right of the resistance fighters’ field of vision. At first, nothing was there, as if whatever looming force was hiding in the smoke and dust. Then out of the smoke came a massive clawed foot, the lights attached to its shell glowing violently purple.

The foot came crashing down into the streets, sending off a second tremor that silenced all noise within the Judicial Building and possibly half of Manehattan.

With the silence growing colder as the seconds ticked away, each and every breathing pony remaining within the building flinched once a deep voice emerged from the outside, presumably from one of the titans.

Omega Supreme observed his foe, his blue optics scanning all possible battle strategies. He spoke soon, the wings on his back spreading outwards as if to intimidate. The fingers on his right fist slowly started to twirl in a circle, preparing for an energy blast.

The Autobot titan spoke.

“TARGET ACQUIRED. DECEPTICON TRYPTICON 200 METERS AND CLOSING IN. WEAPONS: ONLINE. TARGETING SYSTEMS: ONLINE. BEGINNING OPERTAION…COMPLETE OBLITERATION.”

The dust settled around the feet and legs of the second titan. It took another step forward, its gargantuan claws flexing amongst one another as the symbol of the Decepticon power burned brightly against its outwards chest. Its red optics glared down the Autobot titan that stood before it, daring to challenge it. 

Trypticon opened his jaws, releasing a powerful roar for the entire city to hear.

“SCREEEEEEEEEEEEECH!”

His jaws remained partially open, only letting loose a heavy amount of steam from his jagged teeth. The two towering forces of good and evil stared one another down. Their optics locked, daring the other to make the first move. Trypticon would soon be the one to step forward first, then again and again and again.

With his claws outstretched, the Decepticon beast rushed the Autobot, screeching the entire charge. His large tail smacked against the building sides with each step he took. Omega Supreme quickly brought up his right fist, the red energy ball now fully formed and ready to fire. However, Trypticon got to him first and dug his claws into the Autobot’s shoulders.

With his never-ending strength, Trypticon pushed his mighty titan foe into a bundle of buildings. The aftermath was something only an earthquake or other earth-shattering event could cause. The buildings behind the Autobot came crumbling down from the force of the Autobot’s crash, destroying glass and reducing the once proud skyscrapers to nothing but dust and debris.

The two unstoppable forces of death and destruction didn’t stop there. They were far from over. 

Omega Supreme, his backside pressed against the remains of the buildings he was pushed into, looked up to see the Decepticon titan rearing forward, his jaws open wide and aimed clearly for the Autobot’s neck. Omega Supreme quickly responded with a fist to the beast’s lower jaw.

“DAMAGE: SUBSTANTIAL. BEGINNING FORWARD ATTACK. CHANCES OF ENEMY RETALIATION: 100%.”

The Autobot titan rose from the dust and ashes of the fallen skyscraper, huge bits and pieces of the building falling from his back. Trypticon stepped forward, ignoring his wounded jaw and screeching with just as much power and force as he previously had. Omega lifted his left arm, the long, outwards tip glowing violently bright. It was only until Trypticon got close enough to Omega Supreme did he release his full package: a seemingly-endless barrage of missiles.

The missiles, though weak at first, impacted the mighty Trypticon relentlessly with no end in sight. Trypticon screamed in mixtures of anger and annoyance, but soon found his screams to fall into the category he never wished to experience. Pain.

They kept on coming, and Trypticon could no longer hold himself up. Soon enough, the beast found himself backing away. Lifting up his massive arms to block the thousand more missiles headed his way, Trypticon realized he had backed straight into a bundle of buildings. The missiles stopped, surprisingly.

Trypticon looked up. Through the smoke from the constant eruptions of the raining missiles, Trypticon could see something else…something glowing bright…red.

He didn’t have the time to move away from Omega’s energy beam.

The blast struck Trypticon straight in the chest, eliciting a powerful cry from the war beast. The Decepticon titan lost his balance instantly, falling backwards to join the buildings he landed on into a dark, smoky oblivion. Omega continued the beam for several more seconds before letting his fingers slow down, the beam dissipating from his fist.

From his position, Omega Supreme could see nothing. Not even his optical sensors could pick up what lied in the ruins. He made a single, cautious step forward, keeping his fist at the ready just in case. Slowly, creating small tremors that passed through the streets, Omega Supreme leaned his head in closer to the tan dust, listening for a sound, looking for movement.

He didn’t have to wait long.

Trypticon howled a war cry so powerful it forever shattered the Autobot’s hearing processors. Just like a predator hunting for his prey in the wild, the powerful and mighty Trypticon jumped through the dust, flying in the air for a very short period of time, and landing feet-first against the Autobot’s chest. He dug his claws against the Autobot’s shoulders, rearing forward and chomping down on the area he presumed to be the neck.

Omega Supreme fell this time, creating an earthquake so powerful it shook the island of Manehattan.









The streets of Manehattan had never been filled with so much color. Throughout the years since it was first constructed during Equestria’s early ages, Manehattan appeared dull, housing only merchants and rich, noble ponies. As it aged, so did its color. Lights of the late-night town gave life and vigor to its rustic age. The lights and late-night festivities only increased as time grew on.

As of now, the only color in Manehattan was that of crimson and bright blue, and the remaining colors of the rainbow.

The single streak of rainbow light soared faster than any pony could comprehend. It took nifty turns and daring strikes whenever it came to a certain portion of the massive city. When it was near, the rainbow seemed to “attack” the Decepticons and Alliance forces, sparing the resistance fighters. “Attack” did not seem to be the right word. Whenever the rainbow passed, the enemy army there was simply…gone.

The survivors, the resistance, would look to the sky to see that rainbow vanish just as quickly as it had come to save them. And for some strange reason, they could hear a mare’s cheer come from it. Even stranger, the rainbow dropped off several Autobots as it flew by.

“Woohoo! Take that, and that, and some of this! Not so tough now, are ya?!” Rainbow Dash shouted, her hooves of pure lightning smashing into the faces of stunned Decepticon troopers, sending them flying down the road or into near buildings. She wasn’t the only one fighting back with her newfound power.

Rarity shot numerous magical beams at the enemies she flew over, the power resonating within adding even more strength to her magic. Applejack, still quite unused to flying, stayed close to the group, only breaking off at some points to deliver a quick buck to the skull of a nearby Decepticon. Pinkie’s trail of light was constantly zigzagging, impacting Decepticons or Alliance forces with tremendous power. Fluttershy remained connected with the pact, not keen to fighting even though she held the power to do so. Princess Twilight led the charge, her Rainbow Power being the force that connected all of them together.

The six mares blasted through the streets of Manehattan, making turn after turn at each intersection, searching for what was lost, and where their power was truly needed. Yes, the main battle was important, basically the whole reason the Rainbow Power was brought forth in the first place. However, Twilight soon felt that their power was not needed for the battle of Manehattan…rather for something far direr.

Not only that but…

She saw the reason why their Rainbow Power wasn’t needed for the main battle.

As the six flew overhead, dodging or plainly blasting through enemy objections, they all witnessed a strange scene play out beneath them, and even from above. It all started with Decepticon Jets falling from the clouds in a flurry of flames, landing in the streets with heavenly eruptions from the crashes. 

“What in tarnation?!” Applejack screamed, her amplified vocal cords giving her voice more power so all her friends could hear her. She watched through her glowing gold mane filled with red and pink stripes to see a Decepticon Jet nearly land on top of her. 

“What was that all about?” Pinkie asked, her massive pink mane flying wildly as she soared alongside her friends, the colors giving her mane new light.

“I don’t know!” Twilight shouted, her eyes scanning the roads. They each grew massive, her hoof dotted with stars pointing downwards. “Look!” she said, her voice filled with surprise.

Each of her friends slowed down, ceasing the rainbow of light to witness what Twilight had found. They almost couldn’t believe it at first. From their elevated positions and the smoke in the air, they could have identified the squad of ponies beneath them as resistance fighters. That’s what they wanted to think, but the truth, the fact was laid out right in front of them, shocking each mare to the bone enveloped with rainbow magic.

The squad of ponies was not resistance, they were Alliance. They were firing at a group of Decepticons.

Still shocked and confused, Twilight lifted her gaze farther down the street while her friends kept their eyes down, their jaws slacked. She paid witness to a sight that both surprised her and gave her heart a strange new feeling, a feeling she could not begin to explain. 

Down the road, the Decepticon army was being slaughtered by the Alliance. Squads of Alliance mares and stallions swarmed one or two Decepticon soldiers each, firing a hail of gunfire on the flabbergasted alien warmongers. The few remaining Spider Tanks helped in taking down Decepticon Heavy Soldiers, their shells penetrating the heavy armor of the beasts and bringing them down with relative ease. The Decepticons tried to fight back, but they were simply overrun. The Alliance’s strength in numbers greatly outmatched the Decepticons’ strength in brutality. It showed with the battle unfolding before the six mares’ very eyes.

Rainbow Dash scoffed, her lightning-like mane sending sparks of energy coursing through its waves. “Well, that was inevitable. It just goes to show what two forces of evil will do for world domination, even betraying one another,” she commented, her hooves crossing over with a disappointed gaze lowered down to the streets.

“Let these barbarians have their brutish fun, while we will not allow the ‘world domination’ part to play through, Rainbow Dash,” Rarity added, sending a tiny grin over to colorful friend.

Twilight nodded, turning her head from one building to the next. “Right…the Alliance and the Decepticons will take care of each other…so now we just have to find…”

Her ears perked up. The Alicorn gasped, turning her eyes over to the far left. Across several shattered rooftops, the princess could see through the toppled buildings of what appeared to be the aftermath of two monsters fighting one another. With the familiar screech she heard earlier, that idea wasn’t tossed aside. However, she did see something through the remains of the buildings.

Something that looked a lot like…

“Optimus!”

Without warning, Twilight Sparkle took off as quick as her Rainbow Power allowed her. The rest of her friends screamed her name, taking off right on Twilight’s extended, rainbow-filled tail. Their speed easily matched up to Twilight’s, and before they knew it they were all flying alongside each other, all staring at the same destination.

There he was. Optimus Prime was fighting Shockwave right next to a large drill. Their swords clashed together, sending a powerful crack through the air. Somehow, Shockwave managed to knock Optimus’ sword aside, delivering a quick and powerful slash to the Autobot’s chest. Prime flew backwards, barely regaining his footing. Shockwave approached him fast, his sword raised above his head to deliver the final blow.

Twilight gritted her teeth, her eyes locked on its intended target. A ferocious cry erupted from the Princess of Friendship as she and friends glowed as bright as the sun, their beam of rainbows impacting the massive drill.

Shockwave only saw the bright flash. The next thing he knew his War Machine was on fire. 

The scientist stared up from the ground, his purple eye showing signs of great worry. The trail of rainbows had died, its tail leading straight into the burning cinder that remained in the power centrifuge. The legs of the War Machine stumbled, the beam that had been drilling into the planet long since extinguished. The fires grew massive, rising above the top of the machine so close to reaching the core. And then it exploded.

Optimus Prime raised his shield to block the debris and flames that spewed out from the demolished War Machine. Doing so made him lose his footing, causing the Prime to fall backwards. Shockwave stood his ground, lifting only his one good hand to block out the bright lights. Once he brought it down, the Decepticon quickly dipped to the right to dodge the War Machine’s burning remains from nearly crushing him.

He skidded to a halt, his vision landing on what remained.

“No…it cannot be,” he muttered, the grip on his sword lessening ever so slowly. There, lying in front of him was all there was to breach Equis’ core, creating a perfect shot for the Dark Spark’s wicked power. Whatever remained of the War Machine burned before his glowing, purple optic. It burned alongside the hope for saving Cybertron.

His home…burning…never to be saved. His home…

Six figures slowly descended to his right.

Shockwave turned his attention over to the right, and immediately the grip on his sword tightened. The Dark Spark within his chest glowed fiercely, a new type of feeling boiling up from its raw power and filling the Decepticon with strength once again. He turned their way, his optic landing on the new forms of the equines he despised so much.

Their manes were now three times the size they were previously, flowing as majestically and freely as the solar or lunar goddess’. They shined bright, an array of light practically emanating from their very bodies, filling the area with a soft glow. Shockwave also noticed their own individual cutie marks residing on their coats, or their hooves to be precise. Their colors flowed like a rainbow, bringing forth the idea that had come together in Shockwave’s mind.

“Rainbow Power…” the Decepticon whispered, taking a step closer to the six. Twilight stepped forward, clawing at the ground while simultaneously sending her ferocious glare at the Decepticon. Shockwave shook his head slowly from side to side.

“It is even more sickening up close,” he said, causing uproar amongst the rainbow-wielding ponies.

The first was Rainbow Dash, who stepped forward with her multi-colored wings outstretched. She growled, shouting, “Then you’re gonna hate what’s comin’ for ya!”

Like a bullet, she sped towards the lone Decepticon with her trail of light following, and like a bullet against pure, impenetrable metal, Rainbow Dash was deflected. The Pegasus was launched backwards, her entire body launching into the nearest building side and crashing straight through it. The mares all gasped, turning their eyes in unison to the single fist sticking in the air.

Shockwave promptly lowered his fist, his sword following it in its grasp. Twilight was beyond bewildered. Not only did he deflect Rainbow Dash, especially with her Rainbow Power giving her increased speed and agility, but he anticipated it, jamming his fist in the area Rainbow was going to be. Shockwave was not that fast.

Her eyes drifted over to the dark, purple crystal protruding from his chest. The same gaze of shocked terror Twilight had lingered over to Shockwave’ cannon, the device extending and glowing brighter at the tip. Slowly, the Decepticon approached the five remaining mares. His voice dripped with pure malice, true hatred, and unreachable darkness. It was something Twilight would’ve never expected from him.

“You just destroyed the one thing left to save my world,” Shockwave growled, pointing his cannon to the remaining five. “Allow me to return the favor.”

They tried to escape, they really did. But even as they flew above the ground, Twilight could see the blast coming much faster than it ever had before. In fact, she could feel herself strangely slowing down, as if the world played in fast motion while she and her friends remained normal, unaffected. 

The crystal in Shockwave’s chest was glowing, as were his fists. The blast was so powerful it launched each respected mare to a different position on the battleground. Rarity and Fluttershy landed on a large pile of rubble. Applejack and Pinkie Pie skidded next to a building side. As for Twilight, she was launched forward from the blast, flying over Shockwave’s head and crashing dead center in the street.

Shockwave turned around, eyeing the violet Alicorn struggling to get up. He aimed his cannon right for her backside. Another cowardly act, but a logical one nonetheless.

“No! Stay away from her!”

Shockwave spun towards the voice, nearly dodging the tip of Prime’s blade so dangerously close to his face. The Decepticon jammed his right arm up, snagging Optimus arm and flinging the Autobot over his shoulder. Optimus stood back up quickly enough, ready to strike yet again at his oppressor.

His optics grew wide. He roared a painful cry. All he could see was the muzzle of Shockwave’s cannon with smoke slowly dissipating from it. Optimus brought his gaze downwards to see where it had gone. He could see a purple wound on the left side of his abdomen, the darkness slowly growing alongside the mark.

Optimus barely had enough time to lift up his shield. Shockwave fired another blast. 

With the Dark Spark’s energy coursing through Shockwave’s circuits, all his newfound strengths were powered beyond the Decepticon’s intellect. He was stronger, his weapons far more powerful, his speed and dexterity much more complex and intricate. With the Dark Spark, there was no telling what Shockwave was capable of. With the Dark Spark, Shockwave was unstoppable.

That single blast completely shattered Optimus Prime’s shield.

The Prime flew backwards from the force of Shockwave’s cannon blast, his back hitting the building to the far left of the battleground. What remained of his shield fell apart from his left arm as he fell flat on his chest. With his sword merely feet away from him, Optimus got up to his hands and knees, his optics locked on the blade.

When he reached for it, all he received was the sharpened end of Shockwave’s sword.

Prime flew back, hitting the same building again and this time remaining in a sitting position. He looked up, fresh Energon pouring from his faceplate to witness Shockwave jam the blade forward straight into Prime’s previous wound, the first blast Shockwave had indented on Prime’s abdomen.

Optimus screamed in agonizing pain, the dark blade impaling his wound. Shockwave dug the tip deeper and deeper, watching the Energon flow and sparks dance from the wound. He stopped halfway through, instead choosing to wait for Prime to look at him, look at him straight in the eye as he killed him. He didn’t have to wait long.

“The Dark Spark will destroy this world, but in its wake…another will be saved,” Shockwave said to the Prime in a whispering tone. He leaned in. “As you Autobots say…‘with all that you are’, I presume? Well, with all that I am…I will use the Dark Spark’s power to regenerate Cybertron’s core. I do not know how I will accomplish this, but I cannot allow these equines or any other species on this planet getting in my way.”

He ripped the blade out from Prime’s cut. Optimus roared out a painful cry, planting his palms against the wound.

“They will prolong the inevitable,” Shockwave said, causing Optimus to look up to him. “They must be eradicated, Optimus, for the good of Cybertron, for the good of our race. You can deny it all you want but you cannot live here, Prime. Cybertron is where we belong…and the Dark Spark can bring us back to an age long forgotten, consumed by war. Do not…do not…give up this gift, Optimus.”

Shining Armor drove his sword into the heart of the feral, Decepticon panther. It clawed the stallion’s hooves, growling and hissing in pain, but soon enough rested against his might and fell back. Shining ripped his blade out, turning his attention to what remained of his resistance group.

Nothing.

Behind him, all that remained were the corpses of his squad and the bodies of the Decepticon minions, all lost forever. He breathed a heavy breath, turning his eyes back to where he was intended to fight since he arrived alongside the princesses.

There, in the center of the street ahead of him, lied his sister.

“Twily!” Shining cried, galloping over to the Alicorn struggling to get to her hooves. The snow-white unicorn lifted up the princess with his muzzle directly under her chin, bringing her up from the broken cement.

Twilight looked at him, her eyes tired and her breath ragged. Still, her mane flowed proud against the wind that wasn’t there, tickling the side of Shining’s exposed neck.

“Shiny…” the princess whispered, quickly moving in and nuzzling her older brother. Shining returned her embrace, remembering that he hadn’t seen his sister in over a month. The thought of that brought the unicorn to wrap his strong forelegs around the Alicorn, hugging her tightly. He could feel his sister quiver in his grasp, small whimpers escaping her breath.

He heard her speak, her voice muffled against his shoulder.

“I…I-I missed you s-so much, BBBFF.”

“Me too, Twily…” Shining Armor muttered, gently stroking his sister’s back. “Me too…”

The two’s embrace was cut short by a painful scream. Both brother and sister looked towards the direction of the cry, both of their gazes landing on the purple Decepticon standing over the last Prime hunched over, clutching his abdomen. His back was turned to them, his arm extending upwards with the sword in tow, fully intending on bringing it down.

Like a brother and sister bond, the two stood up, their glares matching perfectly with one another, each one trained at the same target. Shining Armor looked over to Twilight, noticing her bright, rainbow colors and flowing mane. Twilight looked over to Shining, taking notice of his dented and scratched armor. He nodded to her, levitating his sword out in front of him. She nodded to him, her horn glowing several different colors.

The brother took off first, firing one magical spell after another at the Decepticon’s backside.

“Hey! Over here! Come and get me!” Shining Armor bellowed, firing another spell that hit Shockwave in the shoulder. His weak blasts didn’t do much to the scientist, merely leaving a small burn mark. However, his intention wasn’t to hurt him.

Shockwave lowered his sword, turning around to face the owner of the voice and of the attacks. He could see a white unicorn charging right for him, leaping over slabs of concrete and building debris while simultaneously launching spell after spell from his horn. The magic grazed Shockwave’s chest, nothing more.

He pointed his cannon towards the nuisance.

Twilight Sparkle teleported to Shockwave’s far left. Just as fast, her horn charged up and sent a rainbow-powered bolt of magic straight for the Decepticon’s weapon. The bolt hit its target precisely, causing Shockwave to stumble right from the force of the magical strike.

He spun back around. His optic landed on the Alicorn, Twilight Sparkle, glaring at him from a distance, her rainbow wings outstretched in a sign of intimidation. 

Shockwave’s optic burned bright red and remained that way.

“I’ve had just about enough of you, Sparkle.”

	




	

> Chapter 90-Spike
> --------------------------------------------------------------------------


A hoof painted with different colored lightning bolts punched the bed so hard it hit the ceiling and went straight through to the next floor. The hoof came back down and pushed up the mare it belonged to. She was a bit wobbly at first, but soon shook her head to regain focus. Her glare was quick to form.

Rainbow Dash jetted out from the building side she was punched into and came roaring out into the open. Her trail of rainbow lights flew straight down, intended on ramming the lone Decepticon in the middle of what remained of Manehattan’s train station. Her speed, amplified from the Rainbow Power, was almost unseen, unheard of. She could’ve easily created a sonic rainboom with how fast she was going, yet refrained from down so…for now.

She stuck out her hooves, fully intending on smashing them against the Decepticon’s back while he was turned. Rainbow Dash was met with the side of a cannon hitting her right in the cheek, the force being strong enough to send her bouncing to the ground in a cartoonish fashion.

It was a cycle that didn’t seem to end for Shockwave.

Every few seconds, a new pony would appear and try to attack him. They would get a lucky shot here and there, but only because he was being constantly distracted by the unicorn’s weak magical blasts. Other than that, Shockwave handled the rainbow-powered ponies quite easily, only having a few frustrations with the purple one…and the pink one.

“Shining! Cover me!” Princess Twilight screamed, her rainbow-colored wings pushing her off the ground. Shining Armor replied without answering her, moving forward and dodging pieces of rubble while shooting off spell after spell.

Twilight flew in, using her amplified magic to fire a beam of energy into Shockwave’s exposed chest. The Decepticon yelled in surprise, taking a few steps back as the beam sliced against his chest in a vertical fashion. He looked up to see the purple Alicorn whiz by his head. Shockwave swung his fist outwards, his blade missing her by inches. 

“Blasted equines,” Shockwave growled with his voice dripping pure strength from the darkness in his chest. More blasts of Shining Armor’s spells hit him in the back, only remaining as a mild annoyance at the point Shockwave was driven to. He kept his attention on the Alicorn swooping down for another strike.

Shockwave chuckled, aiming his cannon for her. “Not a smart move, Sparkle. I expected more from-”

The same, pink nuisance appeared right in front of him, latching her forelegs around his optic. 

“Peek-a-boo! I see you!” Pinkie shouted, bringing her face down to stare into Shockwave’s powerful, red eye. The Decepticon swung his head back, screaming curses and stumbling across the gravel, trying to get the pink menace off of him. He couldn’t grab her with his cannon, considering its lack of appendages. Quickly, Shockwave jammed his sword into the earth, reaching towards his face with his fingers extended.

“Rarity and Rainbow Dash see you too!”

“What are you pestering on about this time?!”

Before his fingers could grab her, the pink one suddenly jumped upwards, and Shockwave was met with the rainbow mare delivering a powerful punch directly to his eye. Shockwave howled in mixtures of anger and pain, but it didn’t stop there. From the force of Rainbow’s punch, Shockwave skidded backwards, his entire body enveloped in a light blue aura. He was lifted off the ground and thrown against the nearest building side like a ragdoll. 

He roared in short bursts of pain. Several bits and pieces of building rubble fell on his shoulders. The Decepticon paid no heed for the little things and looked up. Floating twenty or so feet in front of him were the two mares responsible for his current predicament. 

“Together!” Rarity and Rainbow Dash chimed, smacking their hooves to one another.

They were both instantly blown back from a purple beam.

As the two mares flew into the far off buildings, Shockwave trudged out of his own, bricks falling from his shoulders. “Together?” he repeated, staring at the two holes left from the ponies’ crashes. “Are you certain that strategy will aid in your favor? So far I have not witnessed anything impressive.”

“You won’t have to search long!”

Just like that, a purple bullet slammed against the side of Shockwave’s head. A pink one followed in her path, instead choosing to zoom around the Decepticon’s chest and body and deliver a few smacks here and there. As the Decepticon struggled to capture the two, a certain Earth pony watched on from afar, her emerald eyes narrowing.

Just about ready to join her friends, a small whimper stopped her. Applejack spun her head around, catching a small glimpse of a long, multicolored, pink mane hidden behind a few slabs of rising concrete. The Earth pony sighed, fully facing the rubble.

“Fluttershy…”

Slowly, a small head emerged, followed by the rest of the mare’s flowing, pink mane. Applejack trotted over to her, keeping the same urgency previously seen in her eyes but still holding a bit of calm, knowing strength as he watched the glowing yellow Pegasus emerge from behind the concrete. Fluttershy stared at her, her own body shivering as the sounds of the battle raged on behind Applejack.

Applejack removed her hat, placing it over her heart.

“Ya can’t keep on hidin’ like this, ‘Shy. There’s a war goin’ on an’ we can’t fight it without ya,” the mare drawled, trying her hardest to ignore the screams of anger from her Alicorn friend. 

Fluttershy whimpered, her hooves showcasing her cutie mark gently placed over the concrete she sat behind. “I…I can’t do it, Applejack. I’m not a fighter like you or Rainbow Dash. All I’m meant for is to be the pushover pony, just a small help for the rest of you girls to perform the real heroic actions.”

“Don’t say any o’ that now!” Applejack warned, frightening the already shell-shocked Pegasus. Applejack sighed once more, pointing her colorful hoof to the fight between her friends and the lone Decepticon scientist. “Shockwave’s right there hurtin’ our friends, yer friends! If we don’t do anything ta help them, Shockwave will jus’ end up killin’ Twilight, Pinkie Pie, an’ the rest of our friends! Is that what ya want, ‘Shy, ta have some alien kill all yer friends knowin’ ya could’ve done somethin’ ta change that?!”

The weight of Applejack’s words final dawned on the Pegasus, causing her to fully rise up from behind the concrete. Fluttershy’s stare shifted from her friend and over to the lone-standing alien. Shockwave used his free hand to swipe at Pinkie Pie, delivering a swift punch to the pink pony and sending her flying into the nearest pile of rubble. The Decepticon reared back, ripping his sword from the ground and waiting for the Alicorn to perform another flyby.

“My friends…” Fluttershy whispered, her voice growing dangerously deeper and stronger. Her glare began to form, her vision seeing nothing but red between her and Shockwave. She rose up from behind the concrete, her body glowing bright yellow.

“My friends… You’re not hurting MY FRIENDS!”

Applejack acted quickly. “Time ta see what this ‘rainbow magic’ can really do,” she muttered to herself, imaging something to tie up the situation before them. On command and out of thin air, a lasso made out of pure rainbows appeared in front of the orange mare, rotating around magically beside her as she narrowed her eyes on the Decepticon.

“Yeehaw!” Applejack shouted, using her own form of the Rainbow Power to launch the magical lasso forward and wrap around the Decepticon’s legs, completely going through his legs in the process. Shockwave looked down, stunned to see a rainbow of lights circle his legs and tighten around them.

“What sorcery is this?!” the Decepticon questioned, suddenly beginning to lose his balance.

With Applejack’s rainbow lasso latched around his legs, Fluttershy darted off and rammed the Decepticon square in the chest. Fluttershy bounced off the Decepticon, falling down to land in a pile of debris. Fluttershy rubbed her head in mild pain. She wore a face of anger still, glaring at the Decepticon who began to fall from the force of the hit.

“GAH!” Shockwave bellowed once his back hit the ground. He looked to his right to see the princess slide next to him, her horn glowing bright and wings outstretched. With his increased speed, Shockwave swung his blade right across his entire arm’s length, intending to see the Alicorn’s head go flying. Instead, Twilight ducked from the blade’s edge, firing her beam of energy at the Decepticon’s chest.

“Enough!” Shockwave said, pointing his cannon straight for his feet still enveloped from the rainbow lasso. He fired one shot, a single, purple blast that hit Applejack right in the chest and sent the Earth pony against the far building side. Her back hit the wall with a powerful thud, causing a cry to erupt from the pony’s jaws as she fell to the ground.

Twilight looked over to her injured friend, her ferocious glare only increasing. She brought her attention back to Shockwave who was currently standing back up. Once he got to his knees, Twilight fired another energy blast right for his chest, then another that hit him right in the face. Shockwave lifted up his right arm, reaching over and bringing his blade down right where the Alicorn stood. She vanished.

Just as quick, she reappeared in a bright flash right in front of Shockwave’s face, her hoof connecting to it.

Optimus Prime watched it all with eyes filled with horror.

Hunched over, clutching his abdomen as fresh Energon leaked out from the deep wound, Optimus watched as each of his equine friends were defeated by Shockwave, beaten to a near and painful death. They fought valiantly, their new magic being able to stand against even the powers of the Dark Spark flowing through Shockwave’s veins. But it was not enough. All that remained were Fluttershy—the poor pony struggling to get up from her earlier crash—Shining Armor, and Twilight Sparkle. The remainder of Twilight’s friend had fallen in pain or exhaustion, over-powered from the Dark Spark’s wicked nature and the one who possessed it.

Optimus Prime clawed at the ground, dragging himself forward. He looked up and witnessed the brother and sister fighting force go up against the Decepticon now fully standing.

“Twilight! Shining Armor! Get away from him! You have no idea what powers he now has!” Optimus screamed out, his wound coming quickly to constantly remind him of the pain he was currently enduring. Sadly, his words of warning were not acknowledged in the slightest as the siblings charged on.

“Go, Twilight, I’ll distract him!” Shining Armor shouted, stepping on top of near pile of building debris. He charged up a new spell, firing its deadly magic at the Decepticon. Shockwave anticipated the blast, and with miraculous strength deflected the beam of magic and sent it straight off to the building to his right. 

With the stallion flabbergasted on how anypony could’ve easily deflected one of his strongest spells, Shockwave capitalized on the pony’s confusion by sending a cannon blast right where the unicorn was standing. The pile of rubble he stood on erupted once the blast hit its target, sending the captain flying off somewhere lost amongst the battleground.

As Optimus watched his friend get blown away from the sound of Shockwave’s cannon, a new sound approached from behind. They were the sounds of horns. Optimus spun his head around to witness a snow-white vehicle appear from the littered streets and drive off from its intended purpose. Optimus watched as two, miniature machine guns appeared from the vehicle’s roof.

“Somebody order some backup?” the vehicle shouted in a recognizable tone, one Optimus knew by the pure memory he had regained. It was his friend.

A far more dread thought emerged in Prime’s mind. 

“Jazz, no! He’ll kill you!” Prime told him, reaching his palm out as the vehicle roared right on by, ignoring him and firing away. Optimus could only watch with his chest planted in the dust as Jazz’s hail of gunfire connected to Shockwave’s exposed body parts.

The Autobot transformed, his legs spinning and arms twirling in a dance of warfare and precision. In a heartbeat, Jazz shot his grappling hook over to pile of rubble, snatching the largest piece amongst it. Instead of being dragged over to the hook’s destination, Jazz reared his right arm back, bringing forth the large piece of earth connected to the grapple. He swung the piece forward, the rock hitting Shockwave in the side of the head.

“Gah! Autobot wretch! Learn your place!” Shockwave screamed. He brought his attention over to the Autobot rushing him, forgetting about the Alicorn still flying above his head. A dire mistake. A magical beam of energy rained from above and impacted Shockwave’s left shoulder, forcing his arm and therefore his cannon down.

He looked on, forced to watch as the Autobot pointed his shotgun right for him.

The Energon pellets tore apart Shockwave’s left shoulder, causing the Decepticon to fly backwards from the force of the shot. As he landed, Shockwave planted his right palm into the earth, his blade skidding against the shattered battleground. His fall was not so long, and soon Shockwave was back on his feet in no time whatsoever, the Dark Spark granting him better quickness.

It also gave him enhanced hindsight. He spun around, his sword joining him in slicing Jazz across the chest. 

“Perhaps you’ve forgotten what the Dark Spark is capable of. Allow me to reiterate…” Shockwave spoke, jamming his cannon forward and blasting Jazz in the chest. Twilight watched on with stunned vision as her Autobot friend was blown back from the blast of Shockwave’s cannon, his body flying into a far off building down the street.

Her face rejoined together to from her signature glare, her teeth showing as a rabid animal would when eyeing its prey. Her horn charged up for another spell, her target being the single Decepticon directly beneath her. But before she could bring her true power down on him, something stopped the Princess of Friendship. It was the same thing that stopped Shockwave dead in his tracks.

A roar.

An earth-shattering, heart-stopping, blood-freezing roar.

It was a sound all too familiar to the scientist. Inevitably, he turned left to be met with an angry triceratops goring him into the wall.









He was tired of waiting.

He was tired of watching others fight in a war while he sat and cheered from the sidelines. He was tired of watching his friend, Optimus Prime, get thrown aside like some weak puppet attached to Shockwave’s will. He was tired of seeing Twilight and the others fight the battle for him, risking their own lives against a force that couldn’t be stopped by them alone.

Spike had enough.

The young drake climbed over the pile of rubble he had been hiding behind, getting a much clearer view of the battleground ahead of him. Shockwave had defeated his rainbow-powered friends one by one and stood against his very first caretaker. Twilight never backed down. Luckily, she wasn’t alone.  The Dinobots came to her aid. Spike waited for Grimlock to pass, the massive beast of flame and metal stomping right over to the wall Slug and rammed Shockwave into.

It was his chance. Spike jumped off the rubble and ran as fast as his little legs could carry him. Passed the remains of the Decepticon War Machine, Spike slid to a screeching halt right under Optimus Prime’s faceplate.

“Optimus!” the baby dragon shouted, his voice dry but filled with great worry.

He lay on his left side, using his left arm for support to prop himself upwards. His head was low, heavy gasps of breath being ejected and injected into his faceplate. His right hand, hunched over his chest, was pressed firmly against the wound on the left side of his abdomen, the Dark Spark’s magic mixing with Prime’s Energon and creating purple ooze to spill out into the shattered debris. 

Yet he was still alive. He knew he was alive because he could still hear voices.

Prime barely lifted his head, his broken gaze landing on the baby dragon looking up at him with terrified eyes. Optimus grunted, planting his left palm into the ground.

“Spike… Get out of here. It’s not safe,” Optimus wheezed, slowly beginning to push himself up.

Spike opened his jaw to respond, but lost the words once a blue fist smacked him aside.

Optimus’ optics grew wide, his hearing processors assaulted by the sound of the dragon screaming and grunting in pain as he landed in a pile of debris. His eyes shifted from Spike and up towards the attacker, a Decepticon with a cracked, red visor.

That same fist reared down and gripped Prime around his throat, raising him above the earth and slamming his back into the side of the building. Optimus wrapped his fingers around the arm of his assaulter, finding his own vision forced into that of the Decepticon’s. It spoke to him, its fingers tightening around Prime’s throat. That voice brought back terrible memories, memories that Prime had just regained moments earlier.

“Optimus Prime: damages are absolute. Energon levels greatly decreasing. Chances for retaliation: 32%,” Soundwave spoke, his chilling tone vibrating through his arm and into Optimus. His cracked visor slowly moved down, eyeing Prime’s chest. “Matrix of Leadership located. Mission…incomplete.”

He reared his left fist back, aimed clearly for Prime’s weakened chest. Optimus did nothing, the pain overwhelming his entire body. He stared on, in mixtures of pain and horror as Soundwave drove his fist forward…

…only to have it sliced clean off his arm.

The Decepticon stopped instantly. His voice instantly screamed in what appeared to be disgruntled, agitated, high-pitched, undecipherable tones. Soundwave brought his head over to his left hand, seeing nothing but a light blue stump where it once remained. There was something else…

A red Autobot stood beside him, its own right arm showcasing an Energon blade.

Cliffjumper smirked. “Mission incomplete? Yeah, let’s keep it that way.”

Soundwave made the same noise from before, this time dropping Optimus and lunging for the Autobot. Cliffjumper dipped to the left, clipping the Decepticon’s legs and tripping him. With him down, Cliffjumper moved in and capitalized in every which way possible. Optimus slowly slid back down the building side, his knees buckling and forcing the Prime to fall forwards and onto his chest.

Spike did just the same.

Having just pushed himself off the building debris, the young dragon planted his claws into the shattered earth, his knees digging into the ground as his world spun. He let himself have a few breaths of assurance, slowly bringing up his head to see Prime from a distance. Behind the Autobot leader stood an Autobot and Decepticon fighting to the death, the latter beginning to take the advantage. It wouldn’t be long before the Autobot was defeated.

Spike shifted his tired eyes from Prime and over to something blinding him. He lifted up a claw, his lips curling up in agitation from the light. Quickly, the dragon brought down his claw, his eyes narrowed and searching for the source of the blinding light. He found it quite easily, and he couldn’t believe what he saw.

Reflecting Celestia’s afternoon sunlight and resting on the broken pieces of rubble and rebar was Optimus Prime’s sword.

Rebuilding every bit of strength he had in his heart, the young dragon rose up from the burning debris and limped towards the shimmering blade. Through the corner of his eye, he could see Grimlock and the two other Dinobots actually struggling to defeat the overpowered Shockwave. They chomped, slashed, and scorched every bit of ground they could hit, but Shockwave was everywhere at once, as if time and space did not exist around him.

He had already arrived before he knew it. Spike reached down, his tiny claws feeling the rough edges of the sword’s pommel. He breathed through his nose, a determined expression growing across his brow. Cringing, the dragon wrapped his claws around whatever edge he could acquire from the handle of the sword ten times his size. He pulled. Every bit of strength he had transferred to his arms and legs, adding to the amount of force he wrought on the object imbedded in the earth.

Spike looked to his right, still pulling with all his might.

Optimus looked to his right, still pushing with all his strength.

“Cliffjumper…” Prime breathed, his broken optics staring at the backside of his friend. The red Autobot fought with all that he was, as Optimus always remembered him to do. It wasn’t enough, and Soundwave was slowly gaining the advantage. 

A terrifying roar caught both of their attention. Spike and Optimus stared straight ahead, witnessing the absolute impossible transpire before them.

Shockwave dug his feet into the ground, creating paths of shattered rubble as he was pushed back further and further from the stegosaurs’ unending strength. Mentally cursing himself for having given the beast the strength in the first place, Shockwave rammed the muzzle of his cannon down on the Dinobot’s forward, firing just one shot.

Snarl roared in pain and collapsed. Shockwave backed off a good ten yards before stopping, giving himself enough room just in case his failed creations intended to strike again. They joined together, Grimlock and Slug, slowly beginning to circle the lone scientist. To his surprise, the stegosaurus began to stand back up. He cursed himself once more.

Shockwave found himself beginning to back away. It wouldn’t be long before he was outnumbered. He was in their playground now, he was their prey, and it would not be too long before they joined together to feed on the intruder. Grimlock was the first, charging headlong towards the Decepticon with his jaws separated.

He would’ve succeeded…if he had not been forced into a standstill.

To their great surprise, the three Dinobots slowly began to rise from the earth, slashing and wriggling their miniscule limbs in short bursts of anger and panic. Grimlock roared, shaking his head side to side as he continued to rise into the air. He found himself stopping, his glare landing on the Decepticon he hated the most. 

Shockwave stood silently, his hand raised into the air.

From their position, Grimlock could still see a purple mist surround the Decepticon’s palm.

His eye burned bright red. “Dark Spark…grant me strength,” Shockwave whispered, crushing his palm into a fist.

“Shockwave!” Grimlock roared one last time before he and his fellow Dinobots were flung in different directions with speeds that seemed impossible for the massive Autobots. Grimlock’s back impacted the building directly in front of Shockwave, the mighty beast falling down into the street with a roar of pain joining him. Snarl and Slug both flew and tumbled down different directions in the street, their bodies disappearing behind the building debris.

Shockwave cracked his neck, the servos realigning. “Pestering children…always needing a lesson in obedience,” he told himself, reaching out his palm to allow the sword to levitate back into it.

Right before the sword could even be lifted from the ground, a purple bullet rammed into Shockwave’s back, flinging the Decepticon halfway across the battleground. The Decepticon got up far too quickly, his eye landing on the floating Alicorn fifty yards in front of him. Her mane flowed with no wind to guide it, the brilliant colors of the rainbow flowing through like rivers of peaceful water. 

Her eyes, however, showed anything but peace.

“Perhaps the lesson isn’t over,” the Decepticon chuckled, sticking his hand out to receive his sword. The weapon soared from the rubble, its handle placed perfectly in Shockwave’s right palm. It arrived just as quickly as the princess, giving Shockwave hardly any time to counter her attack.

“Twilight…”

Optimus Prime rose to one knee.

Spike was directly ahead of him, struggling to drag the large sword over to the Autobot. Optimus rotated his head to the dragon, only catching a few glimpses of Spike’s words of worry. 

“…on, Prime! You can…it! I’m coming for ya, don’t worry!” the baby dragon screamed, dragging the sword centimeter by centimeter closer to the last Prime. Optimus hardly caught his words, his hearing processors far too damaged to be repaired. His cracked optics scanned the battlefield, falling on Cliffjumper getting kicked square in the spark, his body going straight through the building side.

Optimus kept on pushing his broken gaze farther and farther away. Spike’s screams had completely faded, Prime’s minimal attention landing back to the battle between Shockwave and Twilight. His friend…fighting his worst enemy. Alone.

The amplified Twilight Sparkle zoomed with speeds completely unreal to both her and Shockwave. She dove, rose, zoomed, and dashed her way past Shockwave’s sword strikes and cannon blasts, delivering her own strikes and magical blasts to the areas she presumed to be Shockwave’s weak points. He had no weak points.

She flew downwards, impacting the Decepticon right in the crystal embedded in his chest. Again and again, Twilight delivered a volley of punches to the crystal, earning a few painful grunts from Shockwave. That was all she got. A few grunts. Shockwave knocked her off, swinging his sword out and missing the Alicorn by inches. Twilight ducked, but was unprepared for Shockwave’s cannon glowing at the tip.

All she could do was create a magical shield and take it.

The blast had sent the Alicorn flying like a cannonball straight into the ground, creating a crater large enough to fit a small Autobot. Shockwave didn’t stop there, leaping into the crater with his sword joining him. Twilight saw him coming from miles away and charged her horn, her teeth grinding against one another. She formed a second shield, simply watching with her back pressed against the earth as Shockwave drove the tip of his sword right for her shield, unsuccessfully breaking it.

“Get up, Optimus! Soundwave’s getting closer! We need you!”

Momentarily breaking contact with Shockwave’s and Twilight’s skirmish, Optimus brought his gaze down to the small dragon, analyzing his expression of terror closely. Spike turned his gaze over to the right, causing Prime to do the same. Standing over the fallen form of Cliffjumper was Soundwave.

He slowly turned around, his red visor glowing fiercely.

Soundwave spun around. One step at a time, the Decepticon began his approach to the wounded Prime, his remaining right fist morphing into a TechVolt. Optimus only stared in horror, his pain preventing him from getting fully up. Another scream came from ahead. Prime brought his vision back to the skirmish, his fears confirmed. The scream came from Twilight.

Shockwave yelled in frustration, jamming his sword’s tip into the rainbow shield again and again. “I should’ve finished you off on the ship, you wretched equine!” he shouted, driving his sword straight down, this time breaking through the dome protecting the Alicorn.

Twilight screamed as the shards of the rainbow shield fell on top of her. She looked up one last time, noticing the tip of Shockwave’s sword directly inside of her protection, broken through the dome. She frowned, forcing every bit of strength from her bones to her magical shield.

“Well, maybe you’re not as smart as you thought you were!” Twilight retorted, earning her something much more satisfying than a few grunts of pain.

Anger. Shockwave bellowed in pure anger, ripping his blade out and driving the amplified edge straight down, the Dark Spark’s added power shattering Twilight’s last bit of resistance. The Alicorn gave one last scream, the back of her head hitting the crumbled ground with her eyelids slowly falling. Shockwave stood back up. His aimed the tip of his cannon right at her pointblank. 

“Another failed promise…from another failed princess,” Shockwave whispered.

Twilight gave one last glare before closing her eyes.

Spike turned from Shockwave to Soundwave, the Decepticon merely feet away from Prime. He raised his weapon, the tip aimed for Optimus’ head. The ashes rained, the world fell apart, and Spike was in the middle of it all. And he didn’t back down.

He didn’t give up.

He dropped Prime’s sword, taking only two steps closer to Soundwave.

The glare, the fire in his eyes burned to a level he hadn’t felt in a long time. It was not the first time. Back when he first felt it, they were in trouble, innocent ponies with a cloud of sharpened ice ready to crush them. He took a stand even though he believed he was useless, how he failed constantly and believed he would never rise up from that. For the longest time…he trusted those thoughts. But for that moment…he cast them aside.

This was not some random citizen in danger. This was his friend. Optimus Prime was inches away from death. The fire Spike felt was nothing like before. It was much, much stronger.

He took one more step forward, breathed in…and did what all dragons do best.

Soundwave only saw the light approach from his right side. The rest was consumed in a flash of burning pain spreading across every bit of circuit in his body. His voice broke, releasing the same, painful screech as before, this time rising to levels that nearly crushed the dragon’s eardrums. Had he not kept the fire spewing from his lungs, Spike would’ve collapsed, shielding his ears from the sound.

But he kept going…only for so long. The fire from the baby dragon lasted for about four seconds. That was all the time Optimus needed.

Even though he only stared at his backside, Optimus could tell what Shockwave was preparing to do, with the words he had just offered to Twilight as a final goodbye. The light within his chest could not be contained any longer. Prime drove his fist into the ground, his blue optics shining brightly, even through the cracks, directed for Shockwave and Shockwave only.

Twilight’s presence had fallen silent. 

“NO!”

With a rush of adrenaline never before seen from the last Prime, Optimus shot his right hand forward over Spike’s head, the dragon just recently falling onto his back and taking several, much needed breaths. He gripped his sword’s handle, flinging it to the right with speeds Soundwave couldn’t counter against, with power the Decepticon couldn’t block.

The blade flew straight into Soundwave’s abdomen. The pain didn’t end there as Optimus was quick to regain his sword. Soundwave stared into the eyes of the Autobot leader, the shattered gazes locking onto one another for the short moment of life Optimus allowed him. He ripped the sword upwards.

Soundwave’s visor split in two. The red was painted to black.

Optimus allowed the body to fall, streams of Energon spewing from the laceration and landing on Prime’s armor. Optimus did not stop there. He reared forward, wrapping his arms around the TechVolt still attached to the Decepticon’s right arm. Optimus spun the device a full 180, aiming and firing a single bolt of lightning to its intended target.

A direct hit.

The Decepticon scientist began to spasm uncontrollably, the lightning coursing through his body inside and out. He yelled in pain, his chest arching upwards. Curious, Twilight opened her eyes to witness the Decepticon moments away from ending her life now trapped within the power of lightning.

She barely had time to process what happened next.

Tossing the Decepticon’s remains aside, Optimus charged his stunned oppressor, his blade joining him, never leaving his side. Shockwave had barely turned around to be met with Prime’s left fist landing right in his glowing red optic, a powerful crack resounding through the air. Shockwave skidded back from the force of the punch. He looked up, only to witness a large crack going down his vision and the being caught in between it, heading straight for him.

The Dark Spark glowed violently, urging retribution. 

The Matrix shined brightly, demanding justice.

Shockwave brought up his sword, deflecting Prime’s onward strikes that just never seemed to end. Step by step, strike by strike, Optimus Prime grew closer to Shockwave, smacking him back while the Decepticon could do nothing but deflect and retreat further away. The Dark Spark wanted more out of its warrior, and it offered Shockwave more power than he could consume.

The Decepticon drove his blade forward, slicing neatly across Prime’s chest. Optimus swung his left arm out, hitting the Decepticon on the side of the head. Shockwave backed off and nearly fell to a knee, his sword raised above him. Optimus roared, driving his sword’s tip right on top of Shockwave’s, sending sparks dancing across their feet.

With the Dark Spark granting him the much needed strength he desired, Shockwave forced time to cease its flow. He eyed Prime’s wound closely, noticing how it didn’t seem to affect him any longer. It was as if all the wretched power the Dark Spark had inflicted had just vanished, eradicated by some unknown force of light and truth. 

Shockwave knew what it was that aided Prime.

He lifted up his cannon, aimed right for Optimus’ chest. 

The cannon didn’t fire in time. Time…

Time resumed, and Optimus drove his sword straight across Shockwave’s only remaining limb. 

The world fell silent, almost taunting the Decepticon as it moved aimlessly on in slow motion. Not by his command, not by the command of the Dark Spark that had suddenly left him, as if saying to Shockwave that he failed and didn’t deserve its power. For the reason Shockwave stared at, he could believe it. For the reason was Shockwave’s severed limb lying to his right.

Optimus plucked Galvatron’s sword out of the air as Shockwave’s right arm fell to the earth. The Decepticon did not quit and attempted to shoot Prime again, almost completely disregarding his limb, the only part of his body that could truly interact with the world. Optimus Prime seemingly lost track of his own sword, gripping the handle of his enemy’s and using it instead.

He sliced Shockwave’s cannon to the right side. With that momentum buildup, Optimus drove his left fist to the side of the Decepticon’s head, sending a deafening thud of metal against metal throughout the battleground. With that punch, Optimus could actually feel the inner workings of Shockwave’s mind break apart. He witnessed liquid Energon spew from the openings in Shockwave’s head, the wounded scientist backpedalling until he finally fell.

Yet he was not done.

Shockwave refused to give up.

He planted the tip of his cannon to the eradicated pieces of rubble he laid upon and forced himself to get up. Just as he got to one knee, Shockwave was forced back to the earth with a searing pain of unimaginable proportions rip through his chest.

Shockwave looked down.

His worst fears had come to life.

Optimus Prime had stabbed him with his own sword, the blade going straight through his back and chest…and into the Dark Spark.
	
	




> Chapter 91-Era’s End
> --------------------------------------------------------------------------


The Autobot starship barely escaped the Decepticon titan’s powerful jaws. With his thrusters damaged, Omega Supreme could not fly too much farther without his engines giving out, forcing him to fight in his wounded robot form.

The Autobot titan, reformed in his starship mode, hovered above the oceans that surrounded the landmass of Manehattan. Slowly, the ship began to make a 180 to face his foe. Trypticon screeched in protest, taking one giant step out of the harbor and into the ocean. Waves the size of small mountains spewed out from Trypticon’s towering limbs as he moved outwards into the ocean.

Omega Supreme eyed his opponent carefully, watching for any attempted projectiles that could be sent his way. To his surprise and wonder, Trypticon stopped right where the green statue stood protruding from the ocean’s currents, on a small island in Manehattan’s harbor. 

Not a single move was made between the two titans. Omega Supreme, his engines bursting energy that kept him afloat, and Trypticon, the Decepticon beast with his massive tail swishing side to side, sending waves of great height onto the island to his right, did not attack each other. They remained motionless, the eyes of the beast staring into the light of the Autobot.

In the end, as it always has been, evil made the first strike.

Trypticon opened his jaws and released a purple beam of dark energy right for the starship. Omega Supreme had barely any time to dodge the beam, but with his damaged thrusters there wasn’t any way for the Autobot to evade in time. The beam hit Omega Supreme on his right thruster, sending his backside to flames.

“DAMAGE: CRITICAL. RIGHT THRUSTER: LOST. SENDING ACCESS POWER TO SECONDARY THRUSTER FOR IMMEDIATE ASSAULT.”

Omega Supreme’s left thruster burned brighter than ever before. Trypticon slightly parted his jaws, his fingers flexing in and out. He waited for the Autobot to strike, to make his move against him. He didn’t have to wait long. With a suddenly unexpected burst of speed, the Autobot starship shot forward with missiles of all shapes and sizes joining him. The missiles hit first, creating powerful screeches in protest from the Decepticon.

Trypticon lifted up his claws to block the endless barrage of missiles hitting his chest and body. He screeched and slashed at the air, his vision barely making the image out passed the smoke and flame in front of him. 

Just as expected…

The Autobot was still coming for him with the intent to ram him.

Trypticon waited, gritting his will to take the punishment of the rocket fire and wait until his foe was close enough. That time came soon, the Autobot’s red lights bursting through the smoke. He was met with a tail smacking him across his entire form.

The momentum, the raw power of the hit sent Omega Supreme and his burning shell into the Mare of Liberty, utterly demolishing the green statue and bringing the two down onto the island in a blaze of orange blossoms erupting from all sides. Omega Supreme crashed with fire overcoming his structure, his massive form finally resting on the island’s edge. 

That left but one beast standing alone in Manehattan’s harbor, breathing heavily.

Breathing turned to growls. Growls changed to laughter. Laughter transformed into roars of victory. He held out his claws, his tail rising above the ocean’s surface as he screamed to the heavens, showing the gods of the universe his marvelous victory. Trypticon expected no less from himself, determined to end the might of the Autobot rebellion. Omega Supreme’s fall was just the beginning…

And Prime’s demise was its end.

Trypticon spun around to face the city once more. He witnessed a cluster of dark clouds forming around the center of Manehattan, purple lightning striking down in the streets. Trypticon screeched one final time, and he slowly began his approach back into his personal playground.

“WHAT HAVE YOU NOW, AUTOBOTS…BUT YOUR DEATH?!”









He could feel it melting…

The Dark Spark was melting inside of him.

Shockwave, still caught in an inescapable state of terror, clawed at his chest with his remaining stub for an arm. He looked down to witness the blade piercing the crystal in his chest beginning to melt from the Dark Spark’s uncontrollable intensity. Shockwave could imagine the look on Prime’s face right about that time the sword dissolved into purple ooze.

That ooze spilled onto the rubble surrounding Shockwave’s knees, catching sparks from the ticking time bomb within his chest, the weapon the Decepticon was desperately trying to remove from his self. He could not accomplish it.

Shockwave eyed the sparks surrounding his knees, the light in his chest growing brighter by the nano-second. Spinning around, the Decepticon’s eye flashed from red to purple in an instant, and the scientist’s recognizable voice returned, no longer influenced from the Dark Spark.

“You fool! You’ve killed us all!” he shouted with every bit of strength he had left.

It was the last thing Prime heard clearly before Shockwave’s chest exploded.

The result left powerful surges of dark magic to scourge the landscape that hadn’t been tarnished from the battle between the Autobot and the Decepticons. Twilight and her friends had all managed to get up from their defeat at the hands of the enhanced Decepticon. Shining Armor joined them alongside Spike. They all shielded their eyes, backing away several feet from the lightning striking the earth around them. It was only until the lightning stopped did they finally witness the end result of the Dark Spark’s eruption.

A purple dome of dark energy, swirling clouds of electricity the size of an adequate-sized house remained where both Optimus Prime and Shockwave stood. The ponies remained where they were, finding their position to be the exact spot to remain safe from the dome’s unstable excerpts of energy. Twilight brought her eyes down from the darkened lightning and onto the ground it stood on. Massive cracks began to fill the earth, purple light bursting through the openings.

Within the dome, within the dark clouds of death, Twilight heard a scream.

She didn’t waste another second flying straight into it, straight into the heart of chaos.

Ignoring the screams of protest from her friends and family, the Alicorn pushed herself through the dark electricity swirling around, threatening to push her and break skin. She wouldn’t allow it to. Twilight pushed on, using every last bit of rainbow magic she had remaining into creating her own magical dome.

With a yelp of pain, the Alicorn stepped into the area of least resistance against her. The lightning still tried to eat her away, clawing and banging against the rainbow dome she protected herself with. Twilight lifted up a hoof over her eyes, screaming Optimus’ name, waiting for an answer.

The answer came quickly. The darkness around her faded as she stepped forward, entering the area where Optimus and Shockwave remained. She almost couldn’t believe what she was witnessing.

Straight from Shockwave’s split chest, the Dark Spark’s wicked power surged right out of the Decepticon’s body, forming together and thus creating the swirling clouds of heaven’s might that surrounded all three of them. Twilight took another step forward, her eyes latched onto the Autobot leader beginning to fall to his knees as the dark clouds ate away at his armor. She screamed his name again, but for some reason she could not even hear it.

Shockwave didn’t hear it either. The earth tearing apart around him was far more powerful than the princess’ meager voice. 

The Decepticon rose up. He spread his feet apart, finding leverage against the dome of spinning energy that tried to push him to the ground. He would not allow it, not this time, not ever again. Shockwave stood up straight, pointed his chest out, and fired every bit of the Dark Spark’s uncontained energy straight at the withering Prime.

Optimus showed no resistance and took the blast. The beam hit him in the chest, eliciting a powerful cry of pain from the Prime as he slowly fell to one knee. Twilight cried out, taking several more steps closer to them. With every inch she drew nearer, she could feel the Dark Spark’s energy pushing back, forcing her to stay away.

Twilight would have none of it and pushed on through gritted teeth and streaming sweat. She came close in-between the two Cybertronians, the Dark Spark’s purple beam directly in front of her still blasting into Prime’s chest, tearing him apart with every shred that was left of him. Twilight shifted her gaze from Optimus and onto Shockwave.

To her great surprise, the Decepticon was not beginning to falter. Even with the dark energy tearing apart what remained of his form, shreds of his armor flowing off to join the clouds of darkness behind him, the Decepticon still stood, his cracked eye completely focused on the last of the Primes.

In that cracked eye, Twilight saw something she thought she’d never be able to witness. Liquid Energon began to flow from the crack in Shockwave’s eye, making it appear as if he was crying. 

“I will save my home!” Shockwave screamed with pure, raw emotion. 

Emotion…something Twilight never expected out of him.

The beam continued spewing from Shockwave’s chest, flowing right across Twilight’s head and decimating what remained of Prime. Twilight turned fully to face him, nearly losing her balance as the lightning still tried to push her away. She stamped her hoof into the cracking earth, creating her own indention with rainbow colors filling the cracks around her touch.

“Optimus!” she screamed once more.

The last of the Primes slowly lifted up his head. Twilight was met with the grotesque remains of what the Dark Spark’s power could really accomplish. Prime’s faceplate had nearly been torn to shreds, the rest of Optimus’ face sharing the same fate. The armor against Optimus’ body was breaking off with purple cracks appearing on his form, eating away at the very structure that kept Prime together. His eyes, however, were not broken, were not infected.

His blue eyes stared into her violet, refusing to break as the Dark Spark’s beam plowed into his spark.

Twilight felt a tear roll down her cheek seeing Optimus Prime in the state he was in. As time ticked away, he broke apart faster than she could hold his gaze. Twilight could not allow that, not this time, not ever. She stepped forward, her rainbow dome beginning to diminish as the Dark Spark’s strength ripped it away.

She looked up at him, her dome fizzling.

“Light the darkness, Optimus! I know you can do it!”

For some reason unknown, Optimus just continued to stare at her, his eyes slowly being consumed by the purple light. Twilight gritted her teeth, finally realizing that Prime simply had no control anymore. He was fading away, his strength as well, and there was no way he could pick himself up with Shockwave continually striking him down.

Twilight looked around her. The world was being torn apart, the Dark Spark’s meltdown no doubt being truly catastrophic. She looked at her own hooves, noticing her dome beginning to break apart, bits of dark energy seeping in. She looked at Optimus, seeing him fall to both knees with his hands spread out.

Out of an act of true sacrifice, Twilight released a painful scream, charging up her horn and firing every bit of her rainbow magic right at Prime’s chest.

Committing such an act cost Twilight her protective dome, allowing the Dark Spark’s energy to swarm the wounded Alicorn like buzzards and eat her alive. Princess Twilight screamed in agony, already feeling the dark magic piercing her skin and entering her blood stream. It was excruciating, the worst pain she had ever felt, and she was in the heart of it, taking it all for her friend’s life.

Optimus watched his friend’s sacrifice and the rainbow magic that came with it. The beam of light struck his chest, blocking out the dark energy soaring straight for him. In that short moment, Optimus felt as the magic coursed through his spark, filling it with amplified strength. Not so much, just enough to allow his chest to open.

“Light…”

His chest cavity began to shudder.

“…our darkest…”

The light within him filled the darkness.

“…hour.”

The Matrix of Leadership fired its own beam of heavenly energy, striking against the Dark Spark with a powerful clash that sent the world on edge. Shockwave took a step back, watching as light and dark came together, fusing to create a mixture of unprecedented proportions. Purple lightning shot out in all directions. White mist filled the air, overcoming the dark lightning whenever it tried to escape.

Optimus Prime stood up. The cuts and cracks and tears on his body were slowly beginning to heal, his hard gaze landing on the Decepticon not so far away from him. He clenched his fists, sticking his chest out as the Matrix continued on, never halting and never giving up on him.

That is where the two were so different. The Dark Spark, unlike the Matrix, sought a host worthy enough to carry it and use it for the darkness of the universe. If the wielder was not worthy, the Dark Spark gave up on it. The Matrix…

Once it found whoever was worthy of wielding it…it stuck by their side until the end.

The stalemate between Optimus Prime and Shockwave, between the Matrix and the Dark Spark, slowly began to turn towards the advantage of light. Optimus took a step forward, his white beam following his footsteps and pushing the darkness back. Shockwave felt his feet dragging, the energy unleashed out of his chest slowly coming together. 

He could do nothing more…

Optimus Prime closed in, his Matrix joining him, never giving up on him. The Dark Spark…

It gave up.

The beam was forced back into Shockwave’s split chest, causing an eruption that shook the planet and all its inhabitants. Shockwave roared in unimaginable pain, a type he had never felt in his entire life. He looked around, and with his cracked optic he witnessed the dark purple dome fall apart and dissipate into the afternoon sunlight. He brought his vision forward, staring straight into the light of the Matrix of Leadership.

The Dark Spark erupted within in.

Shockwave was sent flying to the gravel, his back ramming into the side of a pile of building debris. The crumpled heap of the fallen Decepticon leader laid motionless, his body sending sparks and purple liquid across the ground surrounding his remains. The darkness had completed faded away, leaving nothing but a small dust cloud directly ahead of him. Shockwave stared on, his breathing falling short and his optic flickering black.

Once the dust settled…they rose up.

Optimus Prime approached the fallen Decepticon with his sword by his side, with Twilight Sparkle to his right. They were not alone. Behind them, Shockwave could barely make out the forms of the other rainbow-powered ponies, Twilight’s older sibling, and her small dragon companion. They took their time, remaining behind the Autobot leader.

Bits of metal fell from the Decepticon’s crumpled body, joining his waste. Optimus stopped directly in front of him, his optics showing no signs of anger, no signs of sorrow, and no signs of emotion. He just stared at his fallen brother…his fist tightening around his sword’s grip.

Shockwave breathed.

“Optimus…”

Everyone listened.

The Decepticon continued, purple liquid oozing from his chest. “My dream…during the fall of Cybertron…was to save our home. I wanted nothing else…no other glories…but to keep our race from facing total extinction.”

Optimus stepped forward, letting the Decepticon breathe out. He narrowed his eyes, muttering, “And you imagined our race would return from its graves over the loss of another world?”

“You must understand…” Shockwave gasped, lifting up his stub for an arm, “…what I have done…was for the best of intentions. Prime…you must realize…that if you choose this path now…there is no turning back. Cybertron will be forever lost…and you will have to live with that choice haunting you.”

Optimus Prime breathed in.

“So be it,” he breathed out.

“Optimus…” the Decepticon spoke, his voice barely above a whisper at that point, “you just sacrificed the only chance at saving your home…for these ponies... Why?”

“These ponies,” Optimus began, turning his head down to Twilight. She offered a small smile up at him in return, wincing in pain only once. Prime turned his eyes back to the broken waste of a Decepticon, each optic narrowing.

“…are our home now.”

Shockwave stuttered, his vocal processors failing him. “For…forgive me, Prime. I am…I am truly sorry for you.”

Optimus only nodded.

“I forgive you.”

Shockwave titled his gaze over to the last and only Prime he’ll ever see, stunned into a short silence. Optimus backed away to Shockwave’s right, remaining silent as the grip around his blade loosened. For a moment, Shockwave believed he would drop the sword. But no…

It was caught in a purple aura.

“But I’m fairly certain she doesn’t.”

“Prime…wait!” Shockwave begged, his cannon rising up in an attempt to shoot her. He was not fast enough. Optimus’ sword was driven into what remained of Shockwave’s chest, into what remained of his heart and soul. Shockwave gasped in pain, his head arched up and his optic glowing bright purple.

His cannon fell, hitting the ground with a soft clank.

His head went slack to the side.

His optic phased out…remaining that way.

Twilight Sparkle backed away, releasing her magical grip around Prime’s blade and leaving it in the chest of the forgotten brethren of the Transformers. The liquid finally stopped pouring, the sparks stopped dancing, but the fires raged on around them, consuming the city of Manehattan.

“When I make a promise,” Twilight whispered, loud enough for everyone to hear, staring into the fading eye of her longtime foe, “…I keep it.”

She felt as if every weight of her words could still be heard by the Decepticon as he drifted off. Forever.

Optimus stared at the corpse of his brother killed by the hooves of his dear friend, feeling the weight of the world finally fluttering off his shoulders. In Shockwave’s death, in the death of the Decepticon name, the Prime was still standing. 

And he was not alone.

Twilight placed her comforting hoof on Prime’s foot, eyeing the fallen Decepticon alongside her Autobot friend. She felt no anger for Shockwave, not even remorse or understanding. She just stared at him, at the blade embedded into his black spark. The rest of Twilight’s friends all came behind, prompting the Alicorn to turn around and face them.

Her tears of joy joined all of theirs’ as they shared a much-needed group hug. Spike rushed in, holding onto Twilight’s chest as quickly as she separated from her friends’ embrace. Twilight gave a hearty giggle, wrapping her hoof around the shuddering dragon crying into her chest. She placed her chin atop his scales, nuzzling him with all her heart.

She opened her eyes. She smiled wide, more tears streaming down her cheeks.

Shining Armor approached her, smiling and nodding to his brave, little sister. To the Princess of Friendship and her closest allies, Shining Armor saluted them. He spun his head around, joining his sister’s smile as the Autobots began to approach them.

Bumblebee led the way, his young eyes scanning the torn earth. Cliffjumper followed, limping alongside Jazz and Ironhide. Drift lifted his twin swords and placed them back inside of his holsters. He brought his gaze over to Twilight, nodding to her. Grimlock and his Dinobots followed from the very back, transforming back into their robot forms. Snarl and Slug aided the wounded Swoop, standing by the sides of the towering Dinobot Commander.

Rainbow Dash smiled a true smile. She took the first steps closer to her long-lost Autobot friend. 

As her hoof hit the ground, a tremor erupted all around them, nearly causing the Autobots to fall flat on their faces. Rainbow Dash lifted up her hoof, scanning it and chuckling to herself.

“Wow…I knew the Rainbow Power was strong but-”

Another tremor. This time she knew, they all knew that it didn’t come from them.

All eyes turned towards the source of the sounds that shook the city. Passed the smoke rising over the rooftops, a being with a size far beyond the scale came through. The smoke broke apart, allowing the Decepticon titan to emerge and present itself to the miniscule Autobot army and the ponies that stood with them.

Trypticon placed his claws on the buildings to the right and left to where his prey stood. His jaws parted, lowering down about twenty feet above their heads.

“SCREEEEEEEEEEEEEEEEEEEECH!!!”

The power of the beast’s roar caused Spike to cover his ears. The mares, alongside Shining Armor and the Autobots stood their ground, staring straight into the jaws of the Decepticon titan. The screech continued on, causing Shining’s mane to flow wildly past his ears and the rainbow-powered mares’ ridiculously long hair to follow suit. They stared on, their eyes narrowed until the beast finally ceased his roar of intimidation.

Shining Armor breathed out through his nose, a knowing smile growing on his lips. With the beast still staring at him, he spun his head around and smiled at his sister and her friends. 

“Twily,” he began, holding out his hoof to them, “why don’t you and your friends do the honors?”

Twilight nodded to him with smile to go along with it. That smile quickly faded, replaced with a frown and war etched into her eyes. The six mares joined together. Their bodies glowed in unison as they slowly began to rise up from the ashes of the city. Trypticon screeched, raising his claw and bringing it down on the small army beneath him.

Twilight opened her eyes, revealing two, snow-white orbs.

A bright, rainbow of light was the only source of life that appeared in the death-soaked wasteland of Manehattan. 









> Chapter 92-And the World You Built Upon
> --------------------------------------------------------------------------



“We as Equestrians stand this day as a testament to the hardships, the bravery, and the sacrifice that the Revolutionaries performed during the Equestrian Revolution. Never will we forget all the ones who lost their lives, the ones who were forever scarred, and the heroes that risked their well-being for our freedom.

“To all the shining nations across the seas who aided us in our dire time of need, we are forever indebted to you. Your aid has given us the hope we needed to push the enemy away from our lands and drive them straight back to the pits of Tartarus to which they rightfully belong. We, as the recovering nation of Equestria, thank you…with all of our hearts.

“Today marks the remembrance of that fateful day, our Equestrian Revolution. We remember those who risked their lives for the future generations. The heroes who gave it all up to protect us in a time we could not fight alone, against an enemy that could not be defeated by our limited strength. They do not wish to make it known, but we cannot hide the truth from the world any longer.

“The Decepticons, with aid from the betrayal of the Alliance of Alien Activity, have taken over Equestria and caused crimes never before seen in our nation’s history. It was only with the combined strength of the brave Revolutionaries and the Autobots did we defeat the Decepticons, and any surviving members of the Alliance forever remain as wanted fugitives.

“Today…we mark our nation’s uprising, the first and hopefully the last. Today, we stand together…not as withering nations begging for a protector…but as a single force of peace and protection. With this I say to you, as one of the rulers of Equestria, our world is safe from extinction…for the last time.”









It had been several days since the rebuilding.

Since the Revolution, Equestria had barely survived. With its powers stripped and armies depleted, Equestria was close to an economic collapse. Thankfully, oh-so thankfully, their neighboring nations came together to meet with the princesses and discuss trade. Simple trade, really. The Equestrians give them the remains of the Decepticon and Alliance armies and in turn they get riches.

Princess Celestia and Princess Luna had no choice but to accept. With aid from the Griffon Kingdom and Minotaur Nation, the enemy army was wiped off the boot of Equestria’s soil, the seemingly useless machinery taken to different countries across the globe. The two sisters questioned to their top scientists on such a trade, thinking that the other nations would try to use the technology to reverse engineer it to their favor. They did not need another “AAA” incident.

Canterlot’s top scientists, even the Autobots had concluded that the enemy army’s weaponry was far from being rebuilt with the amount of damage the Rainbow Power had enacted. But sometimes…Celestia and Luna just didn’t believe it. They remained cautious to that day, never breaking their eyes away from the Griffon Kingdom.

Maybe it was meant to happen. The griffons got what they wanted all along: alien technology. And in return, the ponies finally got what they truly desired: peace. 

Celestia continued to pray that that peace lasted. Even as she and her little sister stepped into the Canterlot Sculpture Gardens, her mind was still racing on the terms of trade between the nations, and how the future might be affected. The griffons may have the technology, but they’ll never have what Equestria acquired after the Revolution…

Autobots.

That’s why it pained her so much for what came next.

Canterlot was in ruins once the Royal Sisters made their return. Citizens of the fallen capital fell to their knees and kissed the hooves of the two Alicorns once they stepped into the streets. From the looks in their eyes, from the pain in their hearts, the sisters knew right away what the Decepticons had done.

The mass graves…

The Energon camps…

Everything…

Even as they stepped out into the welcoming sunlight, Celestia felt a chill crawl up her spine whenever she turned to see one of the massive holes in the gardens get filled to the brim with dirt. What once remained during the Decepticon and Alliance reign…would be buried, forever resting in peace.

Patched up, covered in bandages, the elder and younger sister made their way into the Sculpture Gardens. Royal Guard bustled about, aiding numerous workers in cleaning up the remainder of the sculpture rubble. Celestia and Luna were both saddened to know that all the Autobot sculptures were destroyed. For a reason the two already knew, none of the Decepticon statues were broken, none of them had one scratch…

For now.

Celestia turned her gaze over to a group of worker ponies levitating a certain Decepticon statue into a large case. It was laid flat within the wooden container, the workers turning around to now levitate the wooden seal in order to keep it from falling out, or in this case…being seen.

One worker stepped forward, clearing his throat and catching the attention of the two Alicorns. He bowed his head lightly in respect, looking up at them with curious eyes. “Just to be certain, you want all the remaining Transformer statues removed, right?” he asked.

Celestia and Luna both looked over to the statue the team was levitating into the case. Their glares mirrored one another, their eyes locking on the statue of the Decepticon Shockwave. Princess Celestia faced the young worker, her stare remaining as hard as it ever was.

“Get them out of my sight,” she muttered coldly.

The worker nodded quickly and returned to his team. All the unicorns in the group wrapped their combined magic around the wooden covering, placing it over the case and nailing it shut. Princess Luna sighed, as if the nails penetrating the wood meant a final closure to her.

Celestia draped a wing over her sister’s withers. Luna, closing her eyes, leaned her head back into her sister’s neck, sighing contently against the elder’s warm embrace. 

Luna whispered, “Finally…it is over, dear sister.”

Celestia nodded, watching as they pushed the wooden case away. “Quite,” she replied.

“Perhaps now we can be more careful with how we run our nation, and how we protect our little ponies. This should be an important lesson for us both.”

Celestia managed a chuckle. “If only we could send letters on what we learned to somepony.”

Luna shared in her sister’s laughter before falling silent. Celestia joined in the silence, watching as each and every Decepticon statue fell and was hauled away, never to be seen again. In that silence, wrapped in her sister’s warmth, Celestia recollected her thoughts, what she learned, and the lesson that was given to her.

She had learned only one thing…

Not every pony can be saved.

Noctune just wanted power. In the beginning, he lusted for something much more glorious, a position as Celestia’s top guard. He would’ve made it, too, if it weren’t for fate’s treachery turning that innocent child into something far worse. As time slipped by, Celestia watched him grow into the monster he was that day in Manehattan. He never wanted the protection of Equestria’s citizens.

All Noctune wanted was power, and to feel like the legends that used that power for the wrong reasons. Well, he was part of them now. The legends. 

And he was the worst one of them all. 






> Chapter 93-A New Reason to Celebrate
> --------------------------------------------------------------------------


Prince Shining Armor and Princess Cadance shared a long, well-earned kiss while standing beneath their home. The crowd of Crystal Ponies cheered even louder for their rulers, watching with teary eyes and wide smiles as the two continued on, embracing each other with all the love they could offer.

They both broke the kiss in unison, their foreheads pressed to one another with small smiles growing on their lips. The snowstorm picked up, covering the two lovers in its cold. They didn’t care. The crowd of Crystal Ponies didn’t care. All they cared for was their victory that they could share together as one powerful force.

“You ready?” Shining asked, his eyes staring into his wife’s. 

Cadance nodded, kissing his snout. “Ready.”

On cue, Shining Armor turned to his left, nodding only once to the lone guard standing beneath the castle. Flash Sentry nodded back, turning around and revealing the Crystal Heart from the rags that concealed it. Its light shined in the snowstorm, causing the crowd to go berserk. Flash walked over and placed the glowing relic back in its place.

As soon as he brought his hoof back, the ground erupted into a rainbow of lights, all forming together around the base of the Heart. The relic shined even brighter, causing Flash to back off and the two rulers to watch with smiles as the Heart shot its magic straight into the castle. Once the love and joy from the Crystal Ponies filled the relic, the Crystal Castle erupted, sending its lights throughout the land.

The shield fell over the Crystal Empire as the lights soared across the snowy landscape, but it didn’t stop there. The crowd of Crystal Ponies followed the lights streaking across the night sky, watching it flow through the air and out of the Frozen North. 

The celebration began right after the lights were out of sight. All throughout the night, the Crystal Empire began festivities that would forever be remembered within the walls of the glorious metropolis. It was a victory for the Crystal Ponies, for peace had returned to their home and to their lives.

But most of all…it was a victory for their world, and that was definitely worth celebrating.









The trickling brook flowed cautiously through the Everfree Forest’s edge, creating peaceful melodies from nature’s goodwill. Lightning bugs and crickets danced across the fields just outside the dark forest, the crickets’ chirping, adding to the music of the night.

Fish swam freely down the stream, catching insects whenever they would come up and out of their peaceful home. The fish darted away once a figure appeared by the stream’s edge, his hooves nearly touching the water.

The stallion sighed heavily, taking a seat by the stream. He listened to the current of water, the small waves smacking against stones covered in moss that breathed life throughout the small ecosystem. The stallion paid no heed to the bristling wonderland sitting right in front of him. His attention was quickly captured elsewhere.

An array of neon lights decorated the night sky, forcing the lone, hooded stallion to look up from his seated position. He watched the lights paint Luna’s sky, giving the stallion the assurance that the Crystal Heart had returned to its rightful home. 

The stallion looked around. The coast was definitely clear. He sighed, pulling down his hood to reveal his unicorn horn jutting out from his forehead, his light blue mane, and tan colored coat. 

He stared down into the water’s edge, seeing his own reflection, seeing himself. Brimstone.

The unicorn narrowed his eyes, frowning as his reflection did the same. He mumbled something incoherent, reaching into his coat pocket and pulling out a certain item that had been a bigger burden to him than the trek to the Everfree, remaining hidden from the world, and becoming just another homeless pony.

He pulled out a shiny, metal badge, inspecting the large “AAA” adorned on the front cover. 

It was all he had left, all he had to remember the past he once was proud of. Since the fall of the Alliance of Alien Activity and the birth of the Alliance, Brimstone knew for a fact that that past he once knew was long gone, and a future living alongside tyranny was coming sooner than he realized. He was smart to have run away from it all, the war that is. Most would call him a coward for betraying the cause…but how could they? 

They had all betrayed the cause before any of them knew it. 

Brimstone was no coward. He served his duty alongside the AAA and what it stood for, but not for the Alliance and what it wanted. He ran away from all the false truths that were promised to him, to all the evils the Alliance had committed against their own race, and to the identity he thought he once knew. None would agree with him, but he was proud of himself.

And yes…he prayed to Celestia that she would be proud of him. His wife…

Like the very few out there just like him, Brimstone was hated, despised, and rejected by the rest of the world. They were rightfully so. Brimstone couldn’t bear to think of the atrocities they committed, or what he stood by and witnessed. Like Noctune…he just wanted to change the world. Unlike Noctune…he wanted to change it for the better.

Without a second thought, Brimstone chucked his badge into the river. The shiny, metal object sank underneath the dark waves, disappearing in the current.

Brimstone reached back and pulled his hood back over his head, his unicorn horn concealed. As he turned to leave the Everfree, the stallion took one last look at the neon lights and the city that sat beneath it. He sighed once more.

Canterlot never looked so beautiful, definitely better without a starship hanging over it.

In the dark hood, the stallion smiled, a small tear riding down his cheek. He faced the forgotten path ahead of him. He didn’t know how long it would take, but he would do it. The journey of a thousand miles always began with that single step.

Brimstone stepped forward, one step closer to redemption.







> Chapter 94-The First Arrival
> --------------------------------------------------------------------------


Two different colored meteorites were quite the sight to see. It was never heard of, never even imagined in the minds of ponies to see two meteorites so close together, coming closer to the ground without burning up. The lone stargazer leaned forward on the stone he sat on, his eyes growing wider, reflecting the sight of the two asteroids heading right for the forest.

Seriously, they weren’t burning up, and they weren’t intended to slow down either.

He counted the second until they hit the ground. With the inevitable crash from the two meteors, one purple and one orange, the entire forest shook with horrific intensity, even managing to knock the pony off the stone and land face-first onto the dirt beneath him.

The Earth pony pressed his hooves into the dirt, pushing himself off the ground and spitting the muck off his tongue. After thoroughly cleaning and checking for more grime, the Earth pony brought his attention back to the meteorites from before, the ones that caused the tremor and ultimately his fall.

He could already see smoke rising over the towering tree trunks and twisted vines.

Quickly, the stallion shot up and started in a fast trot through the Everfree Forest’s thick canopy, pushing aside unwanted visitors from the tree limbs. He could see a light at the end of the dark, fresh tunnel that consumed, nearly ate him alive. He wouldn’t allow the Everfree to play its tricks on him this time, and he resumed his journey this time in a gallop. 

The stallion pushed through branches and bushes, finally arriving to what appeared to be the crash site of the space debris. To put it simply, the asteroids did quite a number on the Everfree.

Trees hung to the sides, burning at the tips and edges and leaving a clear opening right above. Stars dotted the night sky, Luna’s crescent moon giving enough light for the stallion to ponder closer to the scene. He approached the scorched earth, trails of fire that spanned at least a mile apart going further and further deeper into the forest until…

He arrived.

It was no meteorite.

The space object, golden in color, rose at least a hundred or so feet above of his head, possibly higher due to his small position. It sat at the end of the forest canopy, the outside of it burning with fresh flames and sparks flying out from several, dark gashes across its exterior. The stallion approached it even closer, noticing a single figure lying in the grass not too far away from the massive object.

The pony took a single step forward and stopped. He heard a sound beneath him. Looking down in surprise, the stallion screamed as the forest floor cracked around him, causing the pony to plummet to the dark cavern below.

He tumbled alongside the cavern wall, grunting in pain every time he came in contact with a rock. It was only did he stop grunting when he slid to a stop on the cavern floor, a moan escaping his dried lips. Shakily, the stallion began to rise up again. He had fallen far too many times before now, and he wasn’t going to let a little fall be the end of him.

He sat and rubbed his forehead, his eyelids parting only slightly.

The stallion stopped moving.

His hoof fell, as did his jaw.

In the cavern he fell into, there was a small, underground pond dead center within the earthly walls. The pond gave off an eerie, light blue glow, completely unheard of in his field of knowledge. The light from the pond, however, gave life to the dark room…and what remained inside of it.

The stallion gasped, rising to all four hooves and approaching the pond.

Bodies.

Bipedal, metallic, towering figures lined the outside of the pond. Their bodies were ripped open and light blue liquid poured out of them, all flowing into the pond. The pony didn’t stop there, his eyes shifting above to see more of the metal creatures dangling from above. Each and every one of them seemed to have come from the space object, only furthering the stallion’s interests.

He came close to one of the creatures. The creature’s face definitely was metallic on closer inspection, and it showed a reflection of the pony’s face against its visor. The intrigued pony backed away from the creature that was most surely dead and brought his full attention to the glowing pond.

He dipped the tip of his hoof into the water. Bringing it out, he examined the blue liquid slowly flow down his hoof, not acting anything like water. This was denser, much heavier than H20. In fact, it felt almost like…

The stallion spun around.

The torn bodies of metal creatures leaked some sort of blue liquid that glowed in the darkness. That liquid flowed into the pond, causing the regular water to somehow…“transform” into the unknown substance. 

The pony smiled wickedly. He had discovered alien life, alien blood. Oh, how Noctune hadn’t smiled like this in ages.









Cackles of the damned awakened the dark brown stallion from his sleep. Noctune slowly opened his eye, expecting the morning sunlight but only seeing endless voids of black sea in front of him, passed the silver bars that held him in like a caged animal.

The right side of his face was hidden beneath the shield he created with his foreleg. Sighing, Noctune lifted up his head, his right eye wide and unable to blink. It was the only way he could sleep, keeping his right eye covered in some form of welcoming darkness. Like it ever helped anyways. He was still alone, still caged…like a beast from Tartarus.

Life truly did hate the former leader of the Alliance in the worst possible ways.

The void Noctune remained forever inside, the dark caverns flowing with bright red lava only to disappear to the seemingly endless black pit beneath him. Noctune didn’t even care what was outside of his cell, his little cell, his only friend. Oh, and the chain. The chain was nice, always there for him, always wrapped around his neck, making sure he never left his friend’s side.

More cackling rained from all around. Noctune shivered on the inside, refusing to show any bit of weakness. He learned from his times in prison that if you were seen as the weak pony, others would go for you right away, trying to break you down with ways that would make even the worst kind of ponies disgusted. It made him disgusted.

Those were just ponies in the prison, Noctune hated to imagine what kind of demonic creatures would do to him if they saw weakness.

He began to curl up into his little ball, his head slowly falling back to hide under his right foreleg. Before he could, just like before…just like all the other times…it stopped him. The whispers, the voices, always talking to him, hissing in his ear like a serpent close to strike.

Not his voices…those had long since silenced.

But he could still hear it…the new voice…taunting him, nagging him, eating away at him.

Oh, how the mighty have truly fallen.	

Noctune curled up as tight as he could, his left eye shutting as his body shivered in response to the wicked voice in his ear, refusing to leave his side. This was his torment, his hell, his unending nightmare. This…was his Tartarus.

“Leave me alone…” Noctune whispered, falling silent in his tiny cage.

From afar, the beast chuckled quietly in his own cell, his yellow pinpricks for eyes staring at the whimpering excuse of a stallion wet himself. He might be trapped for eternity, but at least he’d have some fun for the first hundred or so years.

He smiled. Oh, how Tirek hadn’t smiled like this in ages.


 



> Chapter 95-A New World to Call Home
> --------------------------------------------------------------------------

“We were once a peaceful race of intelligent beings… meant to show the universe of our accomplishments and feats. Never did we expect civil war to ravage our home world of Cybertron until life was all but impossible, a distant memory.

“Through horrific battles that forever made their mark, both on my brothers and my home, we lived on, forced to remain as a constant reminder of what we once were, the evils we once committed to fight back tyranny. What I’ve done…it will always haunt me. But today, we stand as a testament of time, a testament of the future for Cybertronians taking shelter among the cosmos.

“Wherever you all are…I wish to let you know that we are alive…here…on Equis. We’ve come a long way, lost so many, gained much more, but finally…here on Equis…we have found what we have truly been searching for. We have finally found peace.

“Now, with the world watching us, waiting for us to make a grand statement, I say to them…that we shall remain here…in hiding. We will not leave the world we had built, the friendships we formed, the happiness we have finally acquired, but we will wait in the shadows when the world needs us once again. When that time comes, when peace is threatened…we will be ready.”







True, definitive peace.

The midnight-colored Autobot breathed out a sigh of happiness from within. His legs crossed, his hands pressed to his knees, his optics shut, the Autobot sat on the edge of the tallest mountain he could find, facing Celestia’s waning sunset. 

Cool breezes flowed in, gracing his toned armor and the bright lights that reflected off of it. The Autobot breathed in again, his chest stretching and his dark insignia jutting outwards. The ridge of the mountainside spoke to him, whispered its calming breeze into his hearing processors, forever speaking to him in his time of rest.

His mission was complete, he knew that.

The voice of Alpha Trion had fallen silent. The Autobot smiled, his optics still shut.

For the first time in his life…Drift had found peace.

True, definitive peace.







Pinkie Pie bounced onto the hills surrounding Sweet Apple Acres, a basket handle held between her teeth. Once she reached the top of the hill, she was instantly greeted and beckoned over from Rarity and Applejack, their little sisters sitting by their sides. Scootaloo was there as well. Her smile increased once Pinkie came to the scene.

The pink party pony hopped over to them, laying down the basket and removing the contents from within. A blanket was laid out, followed by several servings of drinks and baked goods. The six mares sat and enjoyed their small picnic, making small talk and laughing heartedly at Pinkie Pie’s humorous actions.

Applejack contained her laughter, her brilliant, emerald irises turning towards the far end of the orchard. Resting on the hill with Princess Celestia’s sunset wading over the landscape, three vehicles sat side by side, facing the orange blossoms spreading across the heavy clouds. Their glowing red symbols shined in the shadows, never growing dim.

Jazz, Cliffjumper, and Ironhide…they were their silent guardians.

And they were forever by their side to the end of time.

Applejack smiled at that. She was so glad the Autobots had finally found their peace. And she could speak for her and her friends, just seeing the smiles on their faces…this was their peace, too.

She didn’t know about Rarity or Pinkie, but she did know thing. This was definitely her peace.







The lowly draconequus watched from the tree branch, smiling at the scene beneath him. He could always remember the yellow Autobot Fluttershy always talked about, cried about. It was a time the draconequus acted out of his will, embracing the whimpering Pegasus and gently rubbing her mane while always telling her it was going to be alright.

He always loved being right.

Beneath him, that yellow Autobot stood three or so feet behind the Pegasus, watching her approach the large tombstone, a bundle of flowers in her hooves. The sunset gave the hills a humble glow, warm in the heart and soul. The draconequus for once didn’t mind Celestia’s sunlight hitting him, embracing him. His crooked eyes stared at the two beneath him.

Fluttershy laid the bundle of daisies at the foot of the tombstone, backing away and eyeing the writing forever carved into the stone. It read, “Autobot Jetfire. Soldier, friend, hero.”	

She sniffled hard, bringing up a foreleg to wipe her eyes. Bumblebee made an approach to move forward, but stopped once he heard her delicate, little voice. 

“Goodbye…Jetfire. Thanks for being our hero.”

The Pegasus turned her eyes to the Autobot and smiled the biggest smile she had in a long time. Bumblebee, never reluctant, smiled back. She approached the yellow bot, flew up to him and hugged his chest so slowly. So slow, yet Bumblebee didn’t mind one bit.

The draconequus smiled happily, releasing a sigh of relief. It had been so long since he’s seen his friend smile like that. For once, that’s all that he seemed to care about. He just wanted to see Fluttershy happy again, like how she went going completely out of her way for his friendship. For him…

For her, Discord just wanted her to be happy.

With the Autobot here…maybe that could be accomplished. With Jetfire and Omega Supreme smiling down at them, it was definitely a possibility.







Rainbow Dash stood on the edge of a tall hill, her chest puffed out and her eyes staring straight ahead. The sunset’s bright gleams of light showered over her, covering her face and chest in its warm touch, hardly breaking passed the mountains in the distance.

The Pegasus stopped squinting once a shadow stepped forward, covering her in it.

That shadow fell to one knee, its burning red visor falling down to be with her face to face, eye to eye. Rainbow Dash smiled, her gaze softening against the new warmth of the red visor. She could see her reflection within the redness, seeing her eyes grow watery. Quickly, she wiped her eyes with a foreleg, chuckling softly.

Grimlock leaned his head in.

Rainbow Dash did the same.

With no added force whatsoever, the two pressed their foreheads together, Rainbow’s eyes shutting with her smile still present, still there, never leaving her…just like her friend. The two remained that way for some time, refusing to break contact with one another. Rainbow could’ve stayed like that forever, with her friend close by, always there for her. Sadly, all things came to an end.

Grimlock stood up, leaving the Pegasus staring up at him with wet eyes.

He backed away, smashing his fists into the earth and transforming. Rainbow closed her eyes, her smile wavering. She hated what was coming next, she didn’t want it to happen, but it had to. This is where they belonged…away from the innocent…in their own little slice of peace. She opened her eyes, watching the big bozo turn around and stomp off towards the forest.

Snarl and Slug came to Grimlock’s sides, following their leader as they moved closer to the wilderness where they would remain in hiding. Rainbow Dash watched them leave, a frown growing on her face, forcing the tears to stay in. The last time she could look at him, at her Autobot friend, was just his butt swaying from side to side.

He stopped.

Slowly, Grimlock spun his head around, meeting Rainbow Dash’s stare all the way. The Pegasus’ jaw dropped, her eyes growing wide as the Dinobot reared his head back, releasing a single, powerful roar for the entire world to hear. Slug and Snarl joined in, their heads pointed to the heavens and their jaws separated, giving the world their presence.

Rainbow Dash smiled. She looked back to see Swoop fly over her head, screeching as he did so. He flew over his brother’s head, leading the way to their new home in the wilderness of Equestria’s landscape. Grimlock ceased his roaring, giving Rainbow one last look before turning around and stomping away.

Rainbow wiped her eyes once. She watched as all four of them disappeared side by side, brothers in arms, forever together. 

Without a second thought, the Element of Loyalty spread her wings and flew away back to her own slice of peace.







Princess Twilight Sparkle motioned her eyes away from her former mentor’s beautiful sunset and onto the bot whose shoulder she sat on. Optimus Prime remained where he was, his blue optics that shined with the strength of the Autobot leader staring straight into the brightness that Celestia had complete and utter power over.

He felt something lean onto him. Lightly turning to the left, Optimus sighed contently when he caught the Princess of Friendship leaning her head against his faceplate, her own sigh joining his in a chorus of happiness and peace. Spike did the same, remaining on Prime’s right shoulder and simply resting his palm on Optimus’ faceplate.

Prime welcomed the act, placing his palms against his hips. For the longest time, the three said nothing, simply enjoying each other’s company. It had been the first time they shared a moment like the one currently, the first time in a long time. Twilight yearned for moments like this, finally by Prime’s side. Optimus felt no different, finally by her side. And Spike’s.

How could he ever forget Spike?

The Autobot leader, the last Prime turned around and slowly made his return to his new home, Ponyville, where he would forever remain alongside the Princess of Friendship and her dragon assistant. And they were all content with that, enjoying the peace that came with friendship.

“I am Optimus Prime, leader of the free Cybertronians, and I send this warning to any foe hiding within the multi-verse, plotting against peace. I only allow you to know one thing: the Autobots will defend the ponies living here. We will defend the peace and honor this world holds until the bitter end. We will defend…our home.”









The Prime, the princess, and the dragon left together, allowing the land to fall into Luna’s lovely night with their departure back to Ponyville. As soon as the Prime had disappeared from sight, a light appeared on the hilltop, swaying back and forth and side to side.

A firefly hovered where the two previously stood, its ghostly yellow light shimmering like a beacon. A firefly, flying in the exact area Princess Twilight Sparkle and Spike sat that one, fateful night. A tiny angel, speaking to the darkness.

Till all are one.

With that, the firefly vanished.
> Epilogue
> --------------------------------------------------------------------------


“I am Optimus Prime, leader of the free Cybertronians, and I send this warning to any foe hiding within the multi-verse, plotting against peace. I only allow you to know one thing: the Autobots will defend the ponies living here. We will defend the peace and honor this world holds until the bitter end. We will defend…our home.”

The message on the hologram fizzled out with an annoying pop. Alongside the pop was the light that the message displayed from the hologram. It faded as the message died, the darkness slowly creeping back into the towering, black room.

In that black room, several kings sat silently, eyeing the dark hologram with eyes filled with pure malice. The kings remained motionless, their heavy breaths spewing fog and slime into the void that filled their bodies, entrenching them forever in their kingdom with not a soul to rule.

None of that mattered to the kings. Arrogance was their life’s blood, ambition was their food and drink, but most of all, hubris was the air they breathed, the air that filled the throne room of their forgotten kingdom. 

The eldest sat forward, his fingers curling under his chin in signs of thought and processing. He replayed and reviewed the message, the warning within his shattered husk of a mind, the bits and pieces coming together to form the bigger picture. Soon enough, the eldest grew a wicked smile, his grin spreading like a virus to his brothers.

The cackles of the Creators were soon to follow, filling the darkness of the throne room with renewed life once again. 









The Badlands. 

Equestria’s personal hell.

Even Princess Celestia’s sunset could not pierce the heavy storm clouds overhead the forgotten valley. No Pegasus dared to control the clouds, no pony even dared to enter the demonic lands and the horrors that filled legends. The clouds hung over the dead valleys, giving off an eerie, green tint to the land. The green color was not uncommon, having appeared multiple times in the Badlands. Sadly, nopony was there to observe them closer to understand why they turned green.

It mattered none. Whatever life existed in the Badlands, it was far too preoccupied with trying to survive than trying to understand the land. That didn’t mean they tried to. Little critters, scorpions and rattlesnakes, slithered and crawled across the sea-like desert the Badlands represented, moving hill to hill, searching for a meal.

Whatever life there was, it scattered in fear once a silhouetted being clawed his way to the top of the nearest hill.

With a grunt of effort, the being pushed himself up, standing high and mighty in the Badlands with not another living soul in his presence. They were all too afraid, frantically abandoning the hill as the creature stared out into nothing.

Let them be afraid.

Let them fear him.

Let them forever scatter from his shadow.

The storm clouds completely blocked out the sun, thunder rocking the heavens with the storm soon to follow. The silhouetted being slowly began to turn, placing his palm against his abdomen in a sign of pain with the action. Once he was fully around, the being stared passed the dark skies and watched the mountain city with his glowing, green eyes. It was barely there, the top of one of its many towers just slightly visible on the side of the black mountain. 

Lockdown clenched his fist, a hungry look in his Cybertronian eyes.

His mission was so clear. His hunt was simple enough. Autobots were always worth the effort. For reasons he was still trying to come to conclusion with, the power from the indigenous species that inhabited the world he stood on was far beyond that of Cybertronian technology, or even his technology. It was a weapon that nearly killed him, a weapon that had wiped out armies in the thousands with the blink of an eye. 

It was them that had caused him to fail, that had caused him to lose his ship and thus trapping him on the accursed mud ball he stood on. For many similar to him, they would’ve given in and let the horrors of the world take them and do what it shall please. 

They were weak. He would never give up. He would have his vengeance on these creatures that kept him grounded on this filthy world. The hunt was still far from over.

For Lockdown…the hunt had only just begun.