> Through The Looking Glass
>  by Darkryt Orbinautz
> --------------------------------------------------------------------------

> Shards
> --------------------------------------------------------------------------

They descended from the stars. Giants forged of steel and copper. For transport, they rode atop giant, thundering discs or on spurts of fire. For weapons, they used beams of light or eyeless dragons nailed to their arms. Some of them stood on their fellows' shoulders. Others transform themselves into monstrous beasts with swords for nails or vast birds of prey …

And they floated down from the stars … and they saved us from tyranny and greed … and they will protect us from the cruelty of others as well.

"Wow, momma!" The young filly expressed. "These guys are sound amazing! I wish they weren't a story. I would love to meet them."

The mother, telling her this story, giggled. "They're not a story, young one. They're quite real." The mother pulled her filly closer, rubbing her filly's mane. "They're just outside, protecting us."

"We call them saviors. They call themselves Decepticons."



The next morning, Chrysalis, Princess of the Changelings, went through her morning route. Every day, Chrysalis went on a trek through Canterlot, feeding off the love and compassion of the residents. The Changelings fed off the love, or as Sir Soundwave put it, "good vibrations" of a populace. The more positive the emotion, the happier the Changelings fed. So the Changelings made it their goal to spread peace and harmony wherever they went, whether it was by doing something as trivial as community clean-up or as earth-rattling as toppling a regime. Which they did, which made the impoverished ponies of Canterlot delighted. And thus, an excellent food source.

Chrysalis smiled and hummed to herself, pleased with the result of her work. Her lips quivered and scowled as they tasted negative feels, a warning of a pony who was not so happy.

"Fancy Pants." Chrysalis said, recognizing the red-haired pony in front of her, clad in overalls. Fancy Pants had made himself a nuisance to her and her friend Megatron, always complaining about one thing or another. "What is it this time?"

"Hmm." Fancy Pants huffed. "The same thing as the last time. And the time before that. The time before that. And the time before that. WAGES! My unskilled laborers need an increase in their wages! Cadence's drove our paychecks down further and further and left us nearly bone-dry. When will Lord Megatron get around to fixing it?"

"Megatron will get to you." Chrysalis said, smiling. "Eventually, Megatron intends to get to everypony in Canterlot. He just has a lot on his mind, that's all."

"Hmph." Fancy Pants huffed again. "Any leader who can't push aside his personal issues to lead is unfit to lead." Seeing his complaints wouldn't be addressed today, Fancy Pants turned around and left. "I certainly didn't vote to elect him king."

The "elected king," Megtron was out standing on a cliff plateau, watching the clouds float by. He was observed by his soldiers and friends, Cliffjumper, a fish out of water, and Side Swipe, a broody loner. Side Swipe had his arms crossed while Cliffjumper smiled, content to let Megatron watch the sky.

"What are we even doing out here, anyway?" Side Swipe asked.

"Aww, let Megatron have his fun." Cliffjumper said. "Side Swipe, if you keep crossing your arms as much as you do, they'll get stuck in place like that."

"I'm just thinking." Megatron said. "I come out here to think. At night, if you look close, you can see Cybetron. It looks like an orange star."

"Aww, that's nice." Cliffjumper said. "You should invite us out here at night sometime."

Megatron turned to Cliffjumper with a smile. "Perhaps one day, I will." He looked back to the clouds. "Strange, isn't it. How after I toppled their monarch, these ponies elected me to be their king. It's two completely forms of government. Monarchies and democracies and on occasion, democratic republics."

Side Swipe groaned and buried his head into his hands. "Really? We've been stranded on this planet for six months and your first concern is giving the ponies a class in government?"

"You're right, Side Swipe. I'm sorry." Megatron said. "I should be focusing on finding us a way off this planet. Or at least helping with the issues of the natives."

"Or trying to find something to power up and revive our Decepticon friends." Cliffjumper said.

"There's not a natural source of Energon anywhere on this rock, so we'll have to find something to convert."

"I'm not so sure." Side Swipe said. "Remember our ship is still full of deactivated Decepticons and Autobots. Anything that could bring the Decepticons online could also bring back the Autobots."

"Ah, we have numbers." Cliffjumper waved Side Swipe's worries off. "The Autobots are down not only a member, but also by a leader who's at the bottom of a river. They're a four-man band of scumbags and thieves running around the land trying to figure out what to do. Why, I'll bet they're already at each others' throats."

"Leaderless does not mean powerless, Cliffjumper." Megatron said. "And I doubt they'll stay that way for long. Between the four of them, they can put their heads together and one of them will realize they need leadership. Granted, they'll probably decide who it is by having a brawl and the last man standing gets to lead. But still, we shouldn't underestimate them."

Chrysalis appeared. "Underestimate who now?"

"Oh, hi, Chrysalis." Cliffjumper waved at her. "We're were just talking about the Autobots. You know, Rodimus and his gang."

Chrysalis laughed. "Ha. I'd like to remind all of you the full force of my Changelings at your side. The Autobots won't be any worry."

Megatron wasn't convinced. "Ehh, are you sure? The Changelings are … well, small and squishy. And trust me, the Autobots are good at squishing."

"Yeah, and their only attack is, like, going kamikaze." Cliffjumper said. "I'm not sure I'm comfortable sending forces who can only do that."

"Not true! They can also shoot lasers." Chrysalis smirked. "Can you imagine Autobots on the run from a flurry of lasers sent by a swarm of Changelings?"

The image was comical in the Decepticons' minds and they shared a laugh.

Megatron, remembering Side Swipe's words, decided to redirect his focus on helping. "So, anything going on in town, Chrysalis?"

"Not much. Fancy Pants is still complaining."

"Of course he is. What is it this time?"

"Oh, the usual nonsense about wages." Chrysalis said. "Honestly, some ponies are just so impatient."

"Well, he has been complaining about it for a few days now." Megatron scratched his head, embarrassed. "We should have gotten to him by now … and some other ponies as well."

"Yes, but … Fancy Pants is a jerk." Chrysalis said.

Megatron was about to reply in Fancy Pants' defense when a little filly walked up to them. Megatron eschewed the debate around Fancy Pants to greet her.

"Hi, Diamond Tiara! Did you enjoy your day at school?"

"Not really." Diamond Tiara walked up to Megatron and sat by him on the cliff-edge. She looked down over the side of the cliff as thought she was contemplating throwing herself off

"What's wrong?"

"Oh, nothing." Diamond Tiara said. "Just … there are these fillies at my school who make fun of my Cutie Mark."

Side Swipe and Cliffjumper leaned towards each, whispering in conspiracy.

"Cliff, what's a Cutie Mark?"

"I don't know. I think it's, like, that tattoo they have on their haunches."

Chrysalis comforted Diamond Tiara, placing a hoof on her (and steering her away from the edge before she jumped off). "How are they making fun of your Cutie Mark, dear?"

"They said I'm "lame" because I have my destiny laid out for me." Diamond Tiara said. She turned around and buried her head into Chrysalis' chest. "But it's not. It's just my special talent, not my destiny."

"Who are these fillies?" Megatron asked. "And why isn't your teacher doing something about it?"

"They like to call themselves the 'Blank Flank Rangers.'" Diamond Tiara said. "And I told her about it, but she just said it's good for – what did she say? She said it's good for us kids to pick on each other so we can be 'prepared for the disappointments of life.'"

"Did she?" Megatron narrowed his eyes. "That's not right. A preschool teacher shouldn't speak to their students like that."

"Yeah." Side Swipe said. "They're not supposed to do that until high school."

Megatron gave Side Swipe a curious look. "Sometimes you worry me, Side Swipe. Anyways, Diamond Tiara, I think your teacher and I should talk. We can't have ponies espousing rhetoric like that if we want to make this planet a better place to live for its residents."

"'Espousing rhetoric' …" Side Swipe said. "Megatron, do you hear yourself talk? Sometimes you worry me."

This earned Side Swipe a tired glare from Megatron, as if asking "did you really just say that?" without using his words.



"Miss Cheerilee! Miss Cheerilee!" The three "Blank Flank Rangers," as they called themselves, went running up to their teacher. One of them was lugging around a sheet of metal on their back.

"Oooh." Miss Cheerilee groaned and slapped her head. "Vat do you vant, children? Did you not hear class was DISMISSED?"

"We know, we know." One of the Rangers said. "But we wanted to show you this awesome shield we found! Isn't it cool?"

"Yeah. I'll bet it's, like, an ancient relic or something from an epic pony war thousands of years ago!"

"We found it by the-"

"I do not care where you found it!" Miss Cheerilee snapped at them. "Every day, I must put up with you miserable miscreants in my classroom til closing time, where I can finally get some peace and quiet. I do not need you little monsters around during my free time -"

Cheerilee's rant was interrupted by the whine of a jet engine overhead. She and the Ranger looked up to see the condor-esque form of Megatron hovering overhead. The four ponies backed away from each other, giving Megatron a wide berth to land.

"Miss Cheerilee." Megatron converted from one form to the other, wings folding away. Gears were exposed and large sections of the aircraft split open, reforming together as arms or legs. His engines performed double-duty as the heels of his feet, allowing him to use the engine's fire to ease his descent on the ground.

"Miss Cheerilee, is it?" Megatron spoke with a pleasant and genial voice.

Miss Cheerilee, quavering in the presence of the giant Decepticon and sweating bullets, nodded.

"As I'm sure you're aware, I am Megatron." Megatron bowed. "Now, I've heard that you've allowed these fillies over here to bully Diamond Tiara, another one of your students and a close friend of mine." Megatron gestured to the Rangers. "Now, that's not true, is it?"

"Uh ..." Cheerilee lost her voice. "Vell, you see … it's good for the children. It toughens them up."

Megatron crossed his arms and rubbed his chin. "Mmm, I'm not sure I agree. See, because for children to grow up healthy, they have to have a sense of self-confidence. A degree of self-worth they can use to realize the worth of their existence. When bullies like you or the Rangers here pick on them and call them names, it erodes that self-confidence, that self-worth. It makes the little filly in question think she's not good enough or that she's somehow failed some great, imperceptible test. It's not healthy for a filly to grow up thinking like that. It's not a good life for them."

Megatron got down on his knees, bringing himself closer to eye-level with Cheerilee.

"I'll have you know, while I am here, I intend to make life good on this planet for everyone." Megatron's voice never changed by a decibel, his tone remaining ever calm. Yet Cheerilee could hear the unspoken threats in his voice if Diamond Tiara continued to be mistreated. "Do we understand each other?"

Cheerilee nodded.

"Good. Because I would hate to hear life isn't good for my friend." Megatron said with a disarming smile with a double-meaning so thick it could be cut with a laser scalpel.

Megatron got up from his knees and looked at the Blank Flank Rangers. "That goes for you too, kids. Quit picking on Diamond Tiara, and any other fillies while you're at it." The fillies were eager to agree.

"Okay!"

"Yes, sir, Megatron, sir!"

"Please don't vaporize us with your laser cannon."

"Sweetie Belle!"

"What?" Sweetie Belle shrugged. "We were all thinking it, I just said it."

"Good, good." Megatron nodded, pleased with their responses. "Bye now, children. Play nice! Oh, that's a nice shield you got there. Kinda looks familiar." Megatron jumped into the air and shifted again, his legs and arms collapsing into a curved shape made airborne by two sets of curved, iron wings and rode on a spurt of fire from its engines. Megatron heeded for Canterlot, meaning to start work with the inhabitants there.

Sweetie Belle's held her gaze to the skies as Megatron flew in the shape of an iron bird, going faster than anything she had ever seen.

"I will never get used to that." Sweetie Belle said.

A pony some distance away watched the whole transaction between Megatron and the little ponies. She would be inconspicuous as a bystander if not for her black cloak and hood which hid her face.

"Yes." The pony's words came out as a hiss. Her eyes were on the shield the Blank Flank Rangers found. "Yes, children, that is a nice shield you have."

Seeing Megatron cover several miles' worth of distance in less than minutes, the pony reached up and pulled down her hood, revealing her face to be Twilight Sparkle's. Dangerous madwoman and known associate of what little Autobots were active in the area.

"You enjoy being king, Megatron." Twilight kept her eyes on Megatron's fast-fading form until it was out of sight. "It won't last. You ..." Twilight pounded the ground. "You took my O.P from me. Soon, I'll take something from you …"

Pulling her hood back up, Twilight gave one last, longing look at the shield the Rangers were playing with before galloping out of town. She ran over tree trunks, rocks, and swatted aside anything else in her way until she reached her destination; a cave somewhere outside the town of Ponyville.

A cave where her friends and the Autobots were hiding.

Upon her arrival, said Autobots stepped out of the cave. Each of them were carrying several quarter-tons of supplies, ranging from steel I-beams and electric wielders to tiny screws and lightbulbs.

"Hey, Sparkle!" Tossing his load to the ground, a black Autobot went up to Twilight. "We got, uh, all the things you, eh, requested."

"Did you?" Twilight eyed the pile of parts the Autobot had tossed before moving and inspecting the loads the other Autobots were carrying, dropping said loads as she walked by. "Yes, yes, you did. Excellent. We have everything we need ..."

"Uh, 'ey ..." The Autobot said. "Not to question youse wisdom, but are youse sure this crazy plan of yours will work? I mean, I seen what youse' pony magic can do, but making raw Autobots out of nothing ain't easy."

"It will work, Rodimus."

"One would hope this plan works." Another Autobot spoke. He approached Rodimus and leaned over him, his tall size putting Rodimus in his shadow. "After all, I, Grimlock, would hate to think we've been following your's and Twilight's lead all this only to end up with nothing of value."

"Youse tryin' to start sumpthin, Grimlock?" Rodimus showed he would not be intimated by poking Grimlock's chest.

"Not at all." Grimlock said. "I, Grimlock, are merely stating should this plan of yours fail for any reason, perhaps we might seek more effective leadership."

"Are youse implyin' my leadership ain't effective, ya overgrown lizard?"

"Your words, Rodimus, not mine."

"Listen." Rodimus pointed a finger at Grimlock. "We got two options here, see? To get more Autobots here so we can have an army to take over this planet and we either storm Megatron's ship, which is guarded by hundreds of those pink puff-ball Changelings or we can work on Twilight's plan and hope it works. Speakin' o' which ..."

Rodimus walked to Twilight and produced a blue hologram from his wrist. "Twilight, since youse building these Autobots of raw materials, youse think youse could make some … modifications?"

"Modifications?" Twilight's horn shined a light and she disappeared, reappearing on Rodimus' arm, clinging to the limb to get a better look at the hologram. "Oh, you are an enchanting creature!"

"Yeah." Rodimus said. "It was sumpthin ol' Optimus was workin' on back home before we got stranded on this here rock. Think youse can replicate it on our new recruits?"

"Mmm, yeeesss … I believe I can." Twilight said.

Rodimus shuddered. "Do youse have to say "yes" like youse some sort of snake? It creeps me out every time."

"Mmm, sssorry, Rodimus." Twilight hopped off Rodimus' arm, teleporting before she reached the ground. "Now we come into the only real problem with my plan ..."

"Problem?" Rodimus said. "What problem?"

"I can build us new Autobot soldiers out of this scrap … but I can't make them live." Twilight stressed the last word.

"Not a problem." Rodimus said. "Mindless drones are better anyway."

"In some respects, yes." Grimlock said. "But a mindless drone can't adapt to a changing situation. It can only follow orders. A drone can't think for itself, make a battlefield decision in a split-second, or pursue objectives without being told. Even with the risk of them revolting, living Autobots would be better."

"Fine." Rodimus said. "But where are gonna find something to bring 'em to life, huh? Don't tell me youse think there might be a terminal of some kind on this mudball."

"No. But … perhaps if one of us were to volunteer, we could split their Ember and use the pieces to power our warriors. Perhaps that would be enough to infuse them with life."

"Volunteer, huh? Now where would we find one of those?" Rodimus scratched at his artificial beard. He snapped his fingers. "Goldbug."

"What?" The Autobot known as Goldbug snapped to attention. "What did you say?"

"I said, I'm volunteering youse!" Rodimus gestured at Twilight, whose horn was sparking and whose lips were smirking. "Come over and help Twilight out with her little plan. C'mon. Take one for the team."

"N-no." Goldbug walked backwards. "No way, man. I see through your ruse. This is a trick. A ploy! You think if I donate my Ember for splicing, it'll be a good way to get rid of me, don't you?"

"There's always the hope." Rodimus muttered under his breath.

"There is a chance the splicing procedure could be fatal." Grimlock said.

Goldbug continued to back away.

"It's a tiny chance!"

"I don't believe you, Grimlock." Goldbug reached over his back and was about to pull out his blaster. Rodimus tackled and pinned to the ground, where they wrestled and struggled until Rodimus grabbed Goldbug in a grip and held him down.

"Now, Twilight! Do it now!"

"No, no!" Goldbug kicked and flailed, trying to fight his way out. Twilight Sparkle climbed onto his chest, still smirking her devious smirk. "Get away from me!"

Twilight's horn emitted a bright light which engulfed Goldbug's chest. Goldbug's chest was pried open, swinging on two doors and exposing Goldbug's internal systems. At the center of these systems was a space for holding a spherical blue orb, which gave a faint light and pulsed, as if it were a beating heart. Twilight Sparkle crawled into the systems, aiming to touch her horn to the sphere and cut it into pieces.

"Get away! GET AW - AAAAAARRAAGH!"

Goldbug's scream of pain from the horn touching his Ember was loud enough to frighten several birds from nearby trees.

A large portion of them were crows.



Megatron went flying back to Canterlot, expecting Fancy Pants to complain at him again and for Chrysalis to have formed a single-file line of ponies whose problems needed fixing.

So when the first he noticed upon his return was Fancy Pants throwing a can at his jet form, and Chrysalis, Side Swipe and Cliffjumper trying to hold back a riot led by Fancy Pants, he was caught off-guard.

Converting to his bipedal robot mode, Megatron landed on the ground. He noticed a building with a multiple huge holes torn into it, as if something had crashed through one way and smashed its way out the other.

"What is going on here?" Megatron asked.

"I'll tell you what's going on!" Fancy Pants threw another can at him. "Your Decepticons have been raiding our factories!"

"What? We did no such thing."

"Then how do you explain that?" Fancy Pants pointed at the building. "That's an iron and scrap works factory. It's just been torn into and several shipments of metals were taken from it! It's bad enough you Decepticons won't work with my union on wages, but now you actively rob from us?"

"Fancy Pants, I assure you, my Decepticons had nothing to do with this."

"Well, then who did?" Fancy Pants blew air from his nose. Seeing a target to place blame on, he pointed at Cliffjumper. "What about him? His little face-badge is different from your other Decepticons."

Cliffjumper did his best to smile and defuse the situation. "Eh-heh … the story behind that is a long and complicated one."

"Wait." Side Swipe said. "Fancy Pants may be onto something, albeit from the wrong direction. Think the Autobots did this?"

"Without anyone seeing them?" Chrysalis asked. "How?" Chrysalis turned towards Fancy Pants. "You didn't actually see the thieves, did you, Fancy Pants?"

"No." Fancy Pants turned his head and grimaced. "Just the results of their handiwork."

"Now how would four Autobots manage to sneak into Canterlot mountain, ransack a factory, and still be able to get out before anyone noticed them?" Side Swipe wondered.

"Look at the holes in the building." Megatron directed his men at them. "Notice how they don't reach the ground? They're all in the upper corners or on the roof."

"So?" Side Swipe asked. "What does that mean?"

"It means maybe the Autobots who did weren't earthbound." Megatron said. "They must have flown in, smashed their way into the factory, grabbed what they could, and flew out. That's how they went unnoticed. They must have flown over and dived in, which is why there are so many holes in the building."

"And anyone who saw them flying would probably think it was you or Starscream." Chrysalis said.

"I think you're all forgetting something." Side Swipe spoke up. "None of the Autobots we know are active can fly."

A terrible thought entered Clifjumper's head. "Uh … guys? What about Autobots we don't know are active?"

Side Swipe was doubtful. "How would that work? The guards at the ship haven't reported anything. They have no way of sending a transmission to Cybertron for reinforcements, and they couldn't just build a new Autobot … they don't have the materials."

"Hush." Megatron waved his hand out when something bizarre happened. A little wisp of blue flame appeared in the air, with no fuel source or anything to trigger the ignition. The wisp burned and burned, fading away and extinguishing itself to reveal a letter. The letter floated floated into Megatron's hand.

"What is it?"

"Perhaps when we read it, Cliffjumper, we'll find out." Megatron cleared his throat and read the letter. "'Dear Megatron, I know you and your fellow Decepticons have stuck on this planet for the last few months. If you'll meet at this location, I may have a way for you to get off-planet. Your other Decepticons may not approve of it, however, so please … come alone and we can discuss whether or not you'll share it with your troops.'"

"Wait, did they actually write out the ellipsis?" Cliffjumper asked, trying to read it over Megatron's shoulders.

"I don't like it." Side Swipe said. "It is way too convenient for our situation. Plus, it comes in around the same time this is happening?" Side Swipe pointed to the ruined building and Fancy Pants' disgruntled labor strikers. "Don't tell me you think that's a coincidence?"

"Maybe, maybe not." Megatron held the letter in his hand. He crumpled it up, about to put all of his hopes. "But if there's even a sliver of a chance it being truthful and they have a way off this planet, I have to try. I owe to the Decepticons who've served me."

"And if it is, what about the Autobots?" Cliffjumper asked. "We can't leave them here to run amok on this planet."

"One bridge at a time, Cliffjumper. One bridge at a time. Think the three of you can handle this riot until it settles down?"

"Yeah." Side Swipe's came out as grumbling. "Go on. We've got this covered."



Megatron gave an acknowledging nod of his head and converted to jet mode. He flew out of Canterlot towards the location written on the letter, unsure if he was making the right decision in choosing to meet the mysterious sender in pursuit of a way home.

Megatron arrived at the given location, swooping down from the sky, channeling the spirit of a falcon going after prey as the screech of his turbines echoed across the landscape. His passage disrupted the flow of air, sending a ripple through the wind which shook the trees.

He transformed in mid-air and landed on his feet in the middle of a rugged patch of land. He looked around, trying to spot the author of the letter.

He gave the landscape a thorough investigation. To his west, there was a small patch of forest. To his south, a large cave carved into a mountainside. There was no telling how deep the cave went.

"Where could he – or she – be?" Megatron wondered of the person who was supposed to meet him. Still searching for a person, Megatron noticed an object.

"What's this?" Megatron walked up to the rock formations by the cave. He bent down for a closer look at what caught his eye. A loose screw was by the boulder. Most regular ponies – heck, most Decepticons – wouldn't notice it, but Megatron could see disturbances in the rocks and the dirt. There was a fine line of a substance leading from the screw to the rock.

Megatron picked up the screw and inspected it. He brought close to his face, identifying the same substance was clinging to the threads of the screw.

"Sawdust." Megatron said. He stood up and tossed the screw in the air. "Now what would sawdust be doing here?" Thinking it could give him a clue, Megatron took another look at "here." His thoughts wandered back to Side Swipe and his concerns.

"Heh. You know, now I think about it, this might make a good place for an -"

Megatron was interrupted by a laser blast striking him in the dead-center of his back, knocking him down.

"An ambush?"

Megatron grunted, reeling from his wound. He managed to roll over and look up to see, to his horror, five Autobots hovering over him, all dressed in dark or dark-complimentary paint jobs.

"That was what you were gonna say, right?" The tallest one, no doubt the leader, asked.

"F-flying Autobots?" Megatron said. "How?"

Megatron shield his eyes from a flash of light forming atop one of the boulders. The light produced Twilight Sparkle. "What? You think your Decepticons have a copyright on the power to fly?"

"Of course not." Despite his wound and the pain it brought, Megatron pushed himself up. "But I know all of two Autobots who can fly out of two-hundred."

"Well, that ratio just got a lot smaller." Twilight said with a mad grin. "Megatron, I'd like you to meet the newest members of the Autobot empire, the Aerialbots." The Aerialbots took turns greeting Megatron in their own ways.

"What's up?"

"How's everybody doing tonight?"

"Hi … I'm Air Raid, and I'm going to kill you … I guess. We're all gonna die anyway. What's the point in trying to speed it up?"

"Quit being so negative, Air Raid. It's grinding on my nerves."

"Do you like them?" Twilight asked with the kind of quiet voice used by children asking parents to approve of their first art project. "I made them myself."

"Made them yourself? How did – you!" Megatron put two and two together. "You were the ones behind the factory thefts!"

Twilight giggled. "Guilty as charged!"

"So that explains where you got the materials for their bodies." Megatron hardened his gaze at the Aerialbot leader, who returned the favor. "But how did you bring them to life? There's no terminal anywhere on this planet … is there?"

"Mmm, I don't think so." Twilight said after a moment's thought. "I guess I should just be thankful Goldbug was so willing to give up his Ember to make the Aerialbots, shouldn't I?"

"You what?" Megatron's jaw hung open in horror before he got a grip on himself. "I wish I could say I'm say I'm surprised you sacrificed Goldbug like that, but I'm not. Congratulations, Twilight Sparkle. You're monstrous enough you really do deserve to be called an Autobot in your own right."

"Oh, quit your worrying. He's fine … which is the color-wheel opposite of what you're going to be when we're done with you. Now, Aerialbots … I believe it's time you showed Megatron your special talent."

"Special talent?" Megatron knew enough about enough things to know he should be afraid.

The Aerialbot leader nodded. Two of the Aerialbots got on the ground, shifting in shape and converting in size. Their arms sunk into their bodies while their feet snapped together. The leader hovered overhead and spread his arms out, his head lifting up and folding into his back. His legs collapsed into on themselves. The remaining two Aerialbots flew up to the torso of their leader and had their legs click together while their arms converted into decoration, akin to spikes.

"Oh no." Megatron said with growing dread. "I've seen this before on Cybertron ..."

The Aerialbots attached to each other as if by magnetic attraction. Joints clicked, gears groaned, and the Aerialbots themselves let out gasps of pain as they were painfully fused together into a single, monstrous form. A new head appeared on the gestalt sum and hands and feet were created from nothing to give the impression of a full body. Megatron stepped back as the giant's shadow loomed over him.

The terrible beast spoke, and when he did, it sounded of thunder, of multiple, independent voices struggling to speak the same unified thoughts.

"SUPERION … SMASH."

Thinking for options as Superion advanced towards him, Megatron realized he could do one of two things. He could either stay and fight and get flattened by Superion, or he could turn and flee to get help from the Changelings and the Decepticons. The second option seemed a much more sound plan of action.

Megatron turned around and jumped off the rocks. As he always did, he converted in mid-air to jet mode and prepared for takeover towards Canterlot at the highest speed he could go, even if might mean overheating his engines.

"GET BACK HERE!" Superion snatched Megatron out of the air, grabbing the Decepticon leader in his massive fist. Superion rose his hand over his shoulder and smashed Megatron into the mountainside. After embedding Megatron into the rock, Superion was content to let go … and let Megatron fall to the ground, where Megatron busted a few circuits on impact.

"Yeah, okay, that's not gonna work." Megatron said to himself. He rolled over and detach the weapon on his arm. "Okay, Rumbler, don't let me down." The weapon took a transformation of its own, producing a pair of caterpillar treads for it to roll on.

"Megatron!" Twilight said. "Does that removal of your weapon mean you're giving up?"

Despite being outclassed by Twilight's monster, Megatron flashed a grin. "Twilight, my dear … I'll have you know, when it comes to laser cannons, I am not left-handed."

"Uh, what?"

Two gun barrels flipped out from Megatron's back and formed his over his shoulders. He shot a blast from each barrel, hitting Superion in both shoulders at once. The shot made the giant stagger, but otherwise had little effect.

"I've always wanted to say that!" Megatron said. "Now to even the odds a little ..." Megatron jumped up, trying to get the engines in his feet to turn over and propel him through the air where he could take potshots at Superion while staying out of reach. When there wasn't even a spark or a sputter, Megatron knew he was in trouble. Superion slamming him into the mountain did more damage than he realized.

"Uh-oh." Megatron cartwheeled out of the way of Superion's plummeting fist, dodging by a nose-hair and leaving Superion's fist lodged into the mountain. Megatron knew Superion's fist wasn't going to be stuck there for long. He would pull his fist out and Megatron would be having to fight a gestalt combiner robot while he was down a cannon and with no flight ability.

This was far from his ideal position to be in for a fight.



At Canterlot, Side Swipe, Cliff, and Chrysalis had calmed the riot down. The other functioning Decepticons, Starscream and Sir Soundwave, joined in the efforts before it was over and Diamond Tiara arrived to hang out with her Decepticon friends.

"Well, that was an ordeal." Chrysalis said. "But I'm glad we managed to talk them down."

"Yes." Starscream said. "Now let's just hope nothing else unfortunate happens for the rest of the day."

"I don't think we're gonna have luck on that, dudes." Sir Soundwave pointed at the roads. "It's Rumbler."

"Rumbler?" Diamond Tiara asked. "Who or what is a Rumbler?"

"Rumbler is Megatron's weapon-drone." Chrysalis said. "When Megatron needs to fit into a tight space he can't get into by himself, he'll usually send Rumbler in."

"Yes, but there's no tight spaces around here I'm aware of which Megatron has any business being ." Starscream said. "So why is it here?"

The Rumbler tank pulled up to them and began beeping at them.

"Why is beeping?" asked Diamond Tiara. "Starscream, why is it beeping?"

"It's beeping because-" Starscream paused, realizing he didn't have an answer. "Because ..."

"Wait." Side Swipe raised his hand up for silence. "Listen. That's Morse code."

The Decepticons went silent and counted the number of beeps from Rumbler, matching the beeps with finger movements.

"What's he saying?" Chrysalis asked.

"He?"

"He's saying Megatron is at a quarry being harassed by a super-solider. And trust me, Cybertronains are a bit of a leading authority on what is and is not a super-solider. Also, he says "Side Swipe You Were Right.'" Side Swipe added with a smile.

"Sounds like Megatron is in trouble."

"Rumbler will be able to led us back to him." Side Swipe said. "Come on!" The Decepticons transformed into their vehicle modes and followed Rumbler out of the city. Chrysalis joined them, leaving Diamond Tiara behind to keep her from danger.

"Did that … laser cannon talk to them?" Diamond Tiara asked, confused about this "Morse code" she never heard of before worked. "Now they're following it out of the city. They're following a laser cannon out of the city. I will never get used to that."



"HOLD STILL!" Superion shouted while he slammed his fist into the ground again, getting more and more agitated with Megatron's constant dodging and cartwheeling.

"Why would I do that?" Megatron asked, rolling away and firing a shot from his shoulder cannon to slow him down. Slowing him down was all Megatron could do, but every little bit helped. "You are trying to smash me and crush me. Why would I hold still for you?"

"Uh, to make it easier on all of us?" Twilight said. "Seriously, Megatron. Why don't you you just roll over and die so we can all quit wasting our time? There's no way you can beat Superion. He's strong, he's big, he's fast … seriously! Just give up already."

"I don't know if you've noticed, Twilight Sparkle – ugh!" Megatron grunted from trying to dodge another of Superion's blows. "But your creation has a few weaknesses."

"Weaknesses?" Twilight reeled back, the idea of her creation having any weaknesses being a complete scandal to her.

"First – oof – he's big. That can be used against him. I can go places he can't." Megatron demonstrated this by leaping through the gap of Superion's legs to avoid his fist. Superion lifted his foot to stomp on Megatron, but Megatron rolled out of the way of the foot as well.

"Second, even on Cybertron, the combination process was far from perfect. I doubt you've manage to make any improvements on it with some bots you cobbled together from spare parts. Third, he's slow-witted. Fourth and finally, he's crazy."

"Crazy? He's not crazy. He's not anymore crazy than I am!" Twilight took a proud stance.

Megatron rolled his eyes. "Oh, that makes me feel so much better." Megatron yet again rolled out of the way of Superion's fist, this time curling up and taking a tumble.

"SUPERION SMASH MEGATRON!" Superion shouted, putting together both of his fists and bringing them down. He missed Megatron, but he did cause the earth to shake. "SUPERION CRUSH … TERMINATE."

"Ooh!" Megatron said. "I'm impressed, Superion. For a combiner, 'terminate' is a very big word!"

"SUPERION DOESN'T LIKE MEGATRON'S MOCKERY!"

"Ooh, 'mockery!'" Megatron goaded the dimwitted combiner. He knew the combiner process diminished the intellectual capacity of the individuals who performed the combination. "Though I'm not sure whether that's more or less impressive than your use of a contraction and a possessive."

"QUIT IT! SUPERION SMASH!"

"Now see, that's more the kind of dialect I expect from a combiner."

Superion, in his rage, thrashed about without rhyme or reason. He swung his fists around, lacking any aim to his blows.

"Superion!" Twilight shouted. "I know Megatron is upsetting you, but you need to focus-"

"GRAAH!" Superion roared and punched the mountain out of frustration. A distant, echoing rumble came from the mountain, followed in short order by pebbles rolling down the mountain's slope. The pebbles were but heralds for the arrival of full-size boulders. Superion had triggered a rockslide.

Superion scratched his head, not sure of what he'd done, but still certain it was something he wasn't supposed to. "OOPS."

The rockslide was unexpected, but Megatron saw an opportunity and went for it. Racing to the mountainside, he aimed his shoulder cannons and blasted a rock to pieces, turning it from a boulder to pebbles. He used his practiced jumping skills to jump into the air and grab onto a falling boulder, staying on only as long as it took for him to launch himself from one boulder to the next. He continued this chain of action, alternating between blasting boulders to get out of his way and jumping onto them to proceed. Each jump brought him higher and higher, scaling the mountain and getting him closer to where he needed to be. At last getting close enough, Megatron launched himself from the boulder and towards Superion's face. Superion was too surprised to react, so he was unable to prevent Megatron's fist from smashing into his visor, cracking the visor and sending Superion toppling over.

Twilight's eyes widened as Superion's long shadow was cast over her. She wasn't expecting Megatron to pull such a death-defying stunt and turn it into victory against her creation. She also saw the rest of the Decepticons and some Changelings approaching, marching through the forest and shoving trees out of their way.

"Well, that didn't go as planned." Twilight commented before teleporting, right before Superion would have landed on top of her and crushed her under his weight.

"Megatron!" Chrysalis yelled for him, hearing the thud of Superion's fall. "Megatron, are you all right?"

Megatron landed on his feet, his gambit against Superion a success. "I'm fine, I'm fine."

She noticed Superion. "What is that?"

Cliffjumper let out a whistle. "If that's what I think it is … a whole lot of trouble."

Side Swipe flicked out a sword. "Well then, let's take care of it before it gets back up."

Side Swipe may have the right idea, but it was too late. Superion was already recovering, groaning and sitting upright. "W-WHERE AM I?"

The Decepticon/Changeling force all opened fire on him with every laser they had to spare, whether it was from a magic horn or an advanced firearm. None of it seemed to have any effect. Superion got to his feet, the lasers bouncing and pinging off his armor.

"WHERE AM I? WHERE'S TWILIGHT?"

"Aww." Chrysalis frowned. "The poor thing is confused."

"Chrysalis, you weren't here a minute ago." Megatron said. "There are a lot of things I could call him, but "poor" isn't one of them."

"RRRAAGH!" Superion clenched his fists, frustrated he didn't have anyone to guide him. The tiny pellets the little pink bugs and tiny robots were shooting weren't doing any favors to improve his mood, either. "TWILIGHT! RODIMUS! SOMEBODY!" Superion roared and went sprinting. His footsteps shook the ground and knocked the Decepticons off their feet. His massive weight crushed the trees in the forest underfoot.

"Well, that didn't go over well." Side Swipe observed, getting back to his feet and helping Cliffjumper do the same.

Megatron watched Superion fade into the distance, stampeding off for parts unknown in a blind attempt to find someone he recognized and would trust. Megatron didn't try to stop him. Megatron knew there was little they could do against Superion now. But maybe, if they could regroup back at Canterlot, they could come up with a solution.

"Decepticons," Megatron turned to address his troops, "we have a problem. You all saw what that thing just did to an entire forest. Now, he's going across the Equestrian countryside. The Equestrian populace, a populace dominated by farmers, bakers, and laborers, is now going up against … that without any protection or preparedness. They are going to get slaughtered unless we can figure something out. So … anyone have any ideas?"

As the seriousness and grimness of the situation set in, the Decepticons all turned their gaze towards the path of destruction Superion left in his wake.

"Begun, the Combiner Wars have."

"Cliff, why are you talking like that?"
> Slivers
> --------------------------------------------------------------------------

The Decepticons gathered around, surveying the wreckage of trees left in Superion's wake.

"All right, Decepticons." Megatron walked forward with a brisk pace, despite still clutching at his sides because of the pain he was in. "I need ideas. How are we going to stop that thing before it destroys homes and kills innocent ponies?"

"I say we rev up and go after it before it has time to get away." Side Swipe said, banging his fists together with a battle-ready smirk.

Megatron gave him a look, pondering if Side Swipe had perhaps gone insane. "Good ideas. I need good ideas."

"Sir, if I may, Side Swipe may be onto something." Starscream said. "If we move now, we have a chance of catching up with Superion before he goes too far. I recommend splitting up in two groups; one to track Superion and keep him in our sights, engaging him only if necessary, and one group to come up with a plan."

"I ... suppose that could work." Megatron said. He dropped to his knees. Starscream and Soundwave rushed to his side.

"I would recommend having you stay with the idea group." Starscream said. "That way, they could take you back to the ship for repairs."

"No, really, Starscream? I hadn't figured that out for myself at all." Starscream and Soundwave helped Megatron to his feet. Megatron grunted. "Side Swipe, Cliffjumper, and Starscream. You follow the trail of devastation and locate Superion. Chrysalis, Soundwave, you help me some repairs while we try to think of a plan."

"Are you sure that's a good idea?" Starscream asked. "It might be better to have me take you for repairs. I could fly you to the ship faster than Soundwave could carry you there."

"Maybe." Megatron said. "But there's a chance that Superion will notice you before we're ready. If that happens, I need a fast, evasive flier to avoid getting hit by him to buy us some time, as well as a capable commanding officer to keep Cliffjumper and Side Swipe from getting flattened, and that's you, Starscream."

Starscream's cheeks flashed beeping yellow lights. "I, uh, well … thank you, sir."

"Starscream, are you blushing?" Chrysalis asked. "You are! You totally are! I didn't know Transformers could blush!"

"Think maybe we should take some Changelings with us?" Side Swipe asked. "They could come in handy."

"Changelings are at their most combat-efficient in a swarm." Megatron said. "Splitting them into groups doesn't seem like the best idea, and I'm not sure sending wave after wave of squishy insects after a combiner is the best idea. Er, no offense, Chrysalis."

"None taken, dear."

"Decepticons!" Megatron dramatically pointed his finger. "Move out!" To Megatron's utter humiliation, he proceeded to fall on his face.

"Don't worry, Mega-dude." Soundwave picked Megatron up and draped him over his shoulder. "We'll get you fixed up."

Cliffjumper, Side Swipe and Starscream converted to their vehicle modes, driving after Superion's trail while Soundwave carried Megatron away.

"You know," Cliffjumper mused, "this reminds of the time-"

"Cliff, no ones want to hear more of your stories about your home dimension." Side Swipe curtly in formed. "We're in the middle of a crisis here, in case you haven't noticed."

"Hmph." Cliffjumper was a bit put out.



"That did not go well." Twilight Sparkle complained as she threw herself up over a ledge, her back hooves flailing and dangling as she climbed back to their base by hoof. "That did not go well at all."

"Twilight Sparkle!" Rodimus and the other Autobots rushed to greet her, eager to learn how the results of their experiment went. "Yer back! How did it go? Hey … where are those Aerialbots, huh?"

"I, Grimlock, cannot help but notice you also lack Megatron's head, wot? From that, I, Grimlock, presume your efforts were … unsuccessful."

Twilight Sparkle closed her eyes with shame and shook her head. "Superion was doing really good at fighting Megatron, but then that meanie managed to punch him to the ground! I had to teleport out of there to make it out with my bones intact! He's out there right now, and without anypony to tell him with to do, I know he's going to go on a rampage!" Twilight cupped her cheeks. "Oh, my poor baby!

"I, Grimlock, see." Grimlock turned to Rodimus. "Well, Rodimus, it appears your efforts with Twilight Sparkle have not paid off."

Rodimus narrowed his eyes. "Are youse tryin' to suggest sumthin tah me, Dinobot?"

"I, Grimlock, am suggesting a change in leadership is still in order." Grimlock said, demonstrating his height over Rodimus by leaning over and casting a shadow over Rodimus. "I, Grimlock, have the brains to lead and the power to prevail over our enemies. I, Grimlock, am, and always was the only … logical choice for leader."

"Now youse listen here, Dinobot." Rodimus said. "I'm still in charge of this here outfit, see? And I don't know about youse, but I think I've done pretty well so far! Maybe I'll still screw it up but good. If and when that happens, then maybe I'll let youse take the reins. But for now, youse still follow my lead, see? We haven't lost. This is just a, eh, a minor setback." Rodimus waved his hands.

"A minor setback?"

"That's what I said." Rodimus glared. "Do youse need me to repeat for yer tiny Dino-sized peabrain? No? I thought not. Listen … all we have tah do is go out there and find us a combiner. We'll get Twilight tah talk to Superion, calm him down a bit. Then, after he cools off a little, we'll take 'im to the crash site and take over that ship and free our, eh, incapacitated comrades, see? It's a foolproof plan."

"Hmm. I would hardly call it foolproof – once again, Rodimus, you fail to take account variable factors, such as the Decepticons. But I, Grimlock, do see the potential for victory in your plan and will go along with it … for now."

"Now that's what I like tah hear!" Rodimus smirked and clapped his hands. "Now, let's see if we can't muster up some muscle for our little expedition, just in case things get hairy."



Soundwave, with what little help Chrysalis could give, carried Megatron to the mountains where their ship crashed. Their ship, the Nemesis, and the Autobots' ship, the Ark, each crashed into the same mountain by virtue of the fact the ships had been docked together, with the Autobots attempting to board and overrun the Nemesis. The fact both ships were now crashed into a mountainside demonstrated how well the Autobots' plan went.

"Ah, the Nemesis." Megatron smiled as Soundwave carried him into the ship's interior. Megatron looked over the various stations spread throughout the ship, beeping lights covering the walls. "Coming back here does my Ember good."

"Really?" Soundwave asked, dragging Megatron to the infirmary. "It being, like, kinda crashed into the side of a mountain doesn't bum you out?" Soundwave laid Megatron across a Transformer-sized chairs.

"Perhaps." Megatron said. "But inside this ship is the closest thing we have to life back on Cybertron."

"Ah, yeah." Soundwave picked up a tube and plugged it into the chair. "I can get behind that, boss."

"Feeling homesick, Megatron?" Chrysalis asked while her glowed in preparation of surgery.

Megatron grimaced and turned his head. "No."

"Megatron, as someone who feeds on emotions, I'm somewhat of an empath." Chrysalis bragged. "Don't try to hide your feelings from me."

"Sorry." Megatron placed a hand on his cheek. "It's just … as a leader, I shouldn't be distracted with … petty, inconsequential emotions. I can't let my emotions get the better of me, or they'll inhibit my ability to make rational decisions."

"You can have emotions without letting them get the better of you." Chrysalis zapped the tube Soundwave plugged into the chair, channeling her magic through it and powering up the machine, allowing for a complicated series of mechanical arms, each equipped with an automated tool, to begin work on repairing Megatron.

Letting the machines do their work, Megatron turned his head towards the further end of the ship. It was true; the inside of the Nemesis and the neighboring Ark were the closest things to a room on Cybertron on the planet. The floors and walls were made of durable titanium and steel, each room was covered with blinking lights, and almost everything was automatized, from the doors to the security systems.

Megatron's optics drifted toward the back end of the ship and he frowned. The thought of what was inside the back room depressed him. Autobots and Decepticons, close to a hundred each, were inside the room and scattered about on the floor, trapped in what the Cybertronians dubbed "stasis lock" - more than sleep, but not quite death. Had Megatron's team sufficient Energon and other materials, they would bring the other Decepticons back to full life, repair the ship, and return to Cybertron with the Autobots as prisoners of war.

But Megatron's team were only brought out of stasis themselves by Equestrian magic, and while they could use magic to power some things – as Chrysalis was doing with their repair bay right now – it was no substitute for adequate supplies of Energon, as proven when they tried to use Changeling magic to bring one of their comrades out from stasis lock. The magic had no effect, leaving their comrade trapped for a little while longer.

Megatron turned his head away, trying to push out his longing for home and mourning for his comrades. He pushed a button on his arm, activating a subspace radio signal to communicate with his officers. "Starscream, this is Megatron. Report. What is your status?"



“Let's see … we have some giant footprints, some broken trees, but other than that, a who lot of nothing. No sign of Superion.” Starscream reported. “I'll alert you to any developments.”

“Understood. Megatron out.”

The signal terminated and Starscream's team continued their search.

“The environmental damage being done here is terrible.” Cliffjumper said, driving around the piles of broken trees and noting the numerous holes where those trees were once planted.

“If it'll make you happy, we'll get around to fixing it, but not until after we take care of Superion.” Side Swipe assured him. “Okay, Cliff?”

“Everyone, stop!” Starscream announced, the terrible visage of Superion coming into view. Superion trekked through the forest, knocking trees over and causing tremors. Some of the trees he picked up and hurled forward in a fit of rage, tossing them as though they were darts.

Starscream, Side Swipe, and Cliffjumper converted to their robots, taking cover by the trees.

“Now, Side Swipe, I know, as a former Autobot, your first instinct is to charge at him, but this situation calls for stealth.” Starscream said.  “We need to keep track of him without engaging him.”

“Well, excuse me if that isn't more than just a little bit fractionally prejudiced, thank you very much!”

“Yeah.” Cliffjumper said, sticking up for his friend. “What about me? I'm an Autobot, too. Aren't you going to lecture me?”

“Cliffjumper, we all know you're … different.” Starscream said. “Now be quiet before he hears us.” Starscream dialed Megatron. “Megatron, come in. This is Starscream. We've located Superion.” 

“Good work, Starscream. Does he know you're following him?”

“No, he hasn't noticed us yet.”

“HUH?” Superion stopped rampaging and swiveled his head. “WHO'S THERE? SHOW YOURSELF!”

“Scrap.” Starscream swore. “Looks like I spoke too soon.”

“Try to keep your distance, and don't let him hit you.” Megatron said. “Trust me. The shock alone will be enough to keep you on a bed for days.”

“Understood. Starscream out.”

Superion rummaged through the forest, each tremendous stomp shaking the ground, until he found the origin of the noise which disturbed him so, finding the Decepticons and their hiding place.

“Hey, there!” Cliffjumper flashed a smile, trying to lay on the charm. “Superion, old buddy, old pal! How's it going?”

Superion roared at them. “PUNY DECEPTICONS MAKE SUPERION MAD!”

Starscream held his arm out to keep Side Swipe and Cliffjumper from going forward. “Let me handle this.” Starscream transformed into his jet mode and flew up straight, pelting Superion with laser fire so Superion's anger would be focused on Starscream as he ascended towards the sky.

Superion growled and lunged at Starscream, his enormous hand reaching out to grab him. Starscream routed power to his afterburners and accelerated, evading Superion's hand moments before Superion's fingers closed around him. 

Superion took another swipe at Starscream, again missing. Starscream, in kind, fired a few more shots at Superion's chest, for all the good it did.

“Surrender now, Superion.” Starscream said. “You're too slow to catch one of the Decepticon's ace fliers!”

“Grrrr ...” Superion stood in place, his fists shaking with rage at his inability to capture the flying gnat mocking him. “Grah!” Superion aimed a fist at Starscream, and was surprised as anyone when a panel on his arm flipped open and a missile popped out, each firing at Starscream.

“Scrap.” Starscream exclaimed, flying upwards to avoid the incendiary ammunition. It ran out of propellent and exploded in mid-air before it could reach Starscream, but the explosion was still too close to Starscream's tail for comfort. 

Superion himself was awed at his new weapon. Admiring his arms, with some effort and concentration, he activated more panels, exposing a whole assortment of rockets on every part of his body.

“What ...” Side Swipe said. “How did he do that?”

“He's still new.” Cliffjumper said. “He's only been online for a few hours, at most. He's still exploring his combined body. He hasn't time to investigate all of his parts and learn what all of those parts do.”

“And … how do you know this, Cliff?”

“Like I tried telling you earlier, in my home dimension -”

“Get down!” Side Swipe jumped and tackled Cliffjumper out of the way as Superion launched a rocket on them. The explosion took out a few trees and left behind a smoking crater of ash and soot.

Cliffjumper surveyed the scorched ground with a grimace. “Thanks for the save.”

“Don't mention it.” Side Swipe pushed himself off Cliffjumper. “Now, why don't you try telling me about your home dimension later? Right now, we need to deal with this guy.” Side Swipe reached into his hips and unsheathed a pair of swords, one for each hand, while Cliffjumper pulled out a large gun.

Superion continued launching volleys of missiles at the Decepticons. Some of the missiles hit the ground, shredding the earth and uprooting the forest, some of them exploded in mid-air. Some ponies who saw the explosions from a distance mistook the smoke and ash for fireworks, though few of them thought to question how they could see fireworks in the middle of the afternoon.



In the Nemesis, Megatron tossed his legs off the side of his bed, testing his ability to stand. 

“Whoa!” Soundwave came rushing in. “What are you doing, boss?”

“Starscream and the others need our help.” Megatron said, grunting and wincing as he forced himself to stand.

“Your repairs aren't finished yet.” Soundwave said. “There's no way you'll make it out of a fight.”

“I can stand.” Megatron proved this by stepping forward and walking around, though he did hunch over a little. “If I can stand, I can fight. I'd say I'm at least eighty-percent repaired. Besides,” Megatron lifted  the cannon on his arm, “Rumbler will cover for me.”

“I don't think so.” Chrysalis said, acting as the sensible mother to Megatron's impatient child. “You sit back down in your bed and finish your repairs, young man.”

“Chrysalis, I'm not going to discuss this with you. Our friends need us, so let's go.” Megatron rushed out the door. “I'll come back and finish my repairs after Superion's been dealt with.”

“Groovy.” Soundwave remarked, following after Megatron.

Chrysalis sighed. She saluted at Megatron he left. “I admire your bravery and loyalty to your friends, Megatron ... even if it does make you act stupid at times.” Chrysalis joined in on the party, galloping after Soundwave.



Side Swipe slashed away at Superion's with his swords, slicing them across the giant's skin, to no effect. Superion tired of the vague itching sensation he got and punted Side Swipe away, sending him tumbling and making him drop one of his swords.

Starscream swerved, dodged, banked right and light, and did barrel rolls and somersaults to avoid Superion's missile barrage. One missile rode on his bumper, and Starscream thought for sure it was going to make contact. Whether or not a Cybertronian could survive a direct missile tended to vary on the make of the missile and the tenacity of the Cybertronian in question, but Starscream would just as soon not find out.

He didn't have to, thanks to the intervention of a laser blast hitting the missile and causing it to detonate prematurely.

“Megatron!” Starscream exclaimed as Megatron's jet mode came into view, joined by Chrysalis and Soundwave on the ground. “What are you doing here? You should be at the Nemesis getting repairs!”

“I was. I did.” Megatron said. “But I couldn't just sit there on a slab when I knew my troops needed me. Sit back, everyone. I'll handle this.”

Megatron did a nosedive, transforming to robot mode and landing at Superion's fight. “Superion, listen to me! We don't have to fight.”

“Uh ...” Side Swipe scratched his head. “We don't?”

“It doesn't have to be this way.” Megatron said. “We can talk this out.”

“Uh, Megatron?” Chrysalis asked, coming up on Megatron's leg. “What are you doing?”

“Trying to reason with him.” Megatron said. Chrysalis gave him a questioning look. “Trust me.”

Superion ceased firing missiles to address Megatron. “TWILIGHT SPARKLE TOLD SUPERION TO SMASH MEGATRON. SMASH DECEPTICONS.”

Megatron pointed at Superion. “Can't you see she's using you? You're just a weapon to her, a tool to get the job done! But you don't have to be a weapon. There's still hope for you. You can turn things around. All the Autobots will do is point you in a direction and make you stomp on things, but if you join us, we could teach how to be individuals. How to be your person, free from the influence and control of others. All I ask is that you separate into your components and quit destroying the countryside.”

Superion paused, appearing to consider Megatron's offer.

Chrysalis found it quite jarring when Superion spoke in a voice not his own, in a much more timid and quiet tone.

“What do you guys think?” The voice from Superion said. “Is he right? Is Twilight Sparkle just using us?”

Superion turned around, carrying on a conversation with a ghost only he could see. He spoke in another, different voice. “No, you idiot! Can't you see he's trying to trick us?”

“I say we give it a try.” Another voice emerged. “I mean, how bad could it be?”

“What's going on?” Chrysalis asked. “What's happening to him?”

“It's the combination process.” Megatron said. “Even back on Cybertron, the process was never perfect. It's more than just five robots merging into a bigger robot, it's also a mental fusion. The combination requires mental discipline and cooperation between all individual parts of the combiner. To maintain the gestalt conscious, all of the members have to be in agreement.” 

Megatron looked up at the struggling Superion with a sense of pity. “But of course, getting five people to all agree on the same course of action is hard enough without being inside each others' heads. They have to agree not only on their actions and goals, but their very thoughts as well. Maintaining that kind of mental focus isn't easy, as you can see here.”

“Shut up!” Another, different voice from Superion roared, sweeping a fist through the air. “All of you, just SHUT UP! We'll smash Megatron now and then worry about Twilight Sparkle later!” Superion knitted his fists together and raised them over his head.

“Uh oh.” Megatron realized what Superion was about to do and began running away in the other direction from Superion. “Take cover!”

Superion swung his fists down in an arc, pounding the ground with enough force to send out a shockwave. The shockwave threw all of the Decepticons and Chrysalis off their feet, giving a confused, frustrated Superion time to turn and continued marching through the forest to collect his thoughts.

Megatron groaned and rolled over, aiming Rumbler at Superion's back. He fired, hitting Superion's backside with an impressive, powerful blast, but Superion didn't even seem to realize he was being shot at.

“Scrap.” Megatron rued, pushing himself up. “How did Twilight Sparkle build Superion so tough?”

“More importantly, how are we going to counter him?” Side Swipe asked. “He's shrugged off everything we've thrown at him.”

“That's what I keep trying to tell you.” Cliffjumper said, raising a finger and glaring at Side Swipe, who cut him off earlier. Side Swipe didn't understand why Cliffjumper was upset at him. “Something a lot like this happened in my home dimension, and the only way we're going to counter him is if we do the same thing.”

Megatron and Side Swipe exchanged looks before turning to Cliffjumper. “All right.” Megatron nodded. “You may proceed, Cliffjumper.”

“In my home dimension, my Megatron made these Stunticons to attack the Autobots.” Cliffjumper explained. “My Optimus Prime countered by making the Aerialbots. So, since everything is backwards to what I know in this universe, it follows that since Twilight made the Aerialbots to attack the Decepticons ...”

“Cliffjumper, what are you saying?”

“What I'm saying is that we should counter them by building our own team of Stunticons!”

“Hmm.” Side Swipe said. “Could work. I've heard crazier ideas. Say, Cliff? You got a Twilight Sparkle in your home dimension?”

“Not that I know of.” Cliffjumper said. “The whole part about being built by a crazy unicorn didn't happen in my dimension.”

Megatron hung his head, dejected. He walked away from the other Decepticons.

“Megatron?” Cliffjumper asked. “Hey, are you all right?”

“Yes, I'm fine …” Megatron lifted an arm up to examine it. “Aside from still needing repairs.”

“What's troubling you, sir?” Starscream walked up to Megatron and put a hand on his shoulder.

Megatron sighed. “Twilight Sparkle told me she used pieces of an Ember to make the Aerialbots. If we make these … Stunticons, we'll have to do the same as her, and I'm just not sure I'm comfortable with mutilating myself or my men as a means to an end.”

“You'll have plenty of time to think about it on our way back to Canterlot.” Side Swipe walked away, motioning with his hand for the others to follow. “C'mon. Let's go.”



The Decepticons returned to Canterlot, after spending a little side-trip to finish up Megatron's repairs, of course. There, they attempted to enlist the help of Fancy Pants and his workers to procure for them the metals they would need to build the new Stunticon bodies from scratch.

Needless to say, given Fancy Pants' general disposition, it wasn't going well.

“So you Decepticons steal from our factories, rob us of our metals, and then you expect us to freely give you more out of the goodness of our hearts?” Fancy Pants exclaimed, balking. He hocked up and spat on the ground. “I think not!”

“We told you, it wasn't us who did that.” Side Swipe reached for the handle of his sword, beginning to reach the end of his patience with Fancy Pants. “It was the Autobots.”

“Likely story!”

“No, it's true.” Megatron said. “One of their friends admitted to me they committed the thefts.”

Fancy Pants scoffed. “Really? So what you're telling me is that thieves, whom I remind you, you have yet to prove of their involvement, confessed their crimes to you in broad daylight? Do you take me for a fool?”

“Not at first, but a little more with each word you say.” Side Swipe said.

“What sort of brazen criminal would be so crass as to admit their crime?” Fancy Pants said.

“Uh, have you ever met an Autobot? They're not exactly the most humble bunch.”

“Can't say I have, no.” Fancy Pants said. “Nonetheless, you clumsy junkers won't be getting any metals from me.” Fancy Pants huffed and walked away, nose upturned.

“Clumsy junker?” Side Swipe questioned. “Why, I ought to-”

“Let it go, Side Swipe.” Megatron motioned for Side Swipe to throttle back. “I'm sure he's still upset about us not getting to his union and this is his way of taking it out on us. Frankly, I'm still not convinced creating these Stunticons is the right thing to do … especially after that.”

“What?” Side Swipe was incredulous. “Megatron, don't tell me you're giving up on this just because Fancy Pants got snippy.”

“No, I'm not giving up on it.” Megatron said. “But I'm not committed to it, either.” Megatron walked away and activated his radio signal. “Cliffjumper, how are things with you and Soundwave?” Cliffjumper had come up with a new plan for dealing with Superion; combining what little technical expertise he had with Soundwave's to create a radar capable of detecting the rampaging Autobot.

“Pretty smooth, Mega-dude.” Soundwave over the radio.

“Soundwave, I asked Cliffjumper, not you. Wait your turn.”

“Eh.” Cliffjumper said. “Soundwave yelling into my audio receptor aside, things are going pretty well. If this new radar works, finding Superion won't be a problem, and we'll know where he is whenever our Stunticons are ready.”

“Yes.” Megatron's voice deflated at the thought. “When they're … ready.”



The Autobots, including Twilight Sparkle and an impaired, but still functional Goldbug, came out from their hiding hole and tracked down their loose creation. It wasn't difficult to follow Superion's path, with the collateral damage leading straight to him.

“There he is.” Rodimus observed, pulling up a safe distance and transforming to robot mode. “Now all we's gotta do is talk to 'im, get 'im to stop and listen for a sec. HEY! HEY, SUPERION! CAN WE TALK TAH YOUSE FOR A SEC?”

Superion stopped wading through the trees and turned towards them.

“Hey, Superion. Buddy!” Rodimus said with a warm, gentle tone. “What have youse been up to, huh?”

“SMASHING TREES.” Superion said. “THEY GET IN MY WAY. THEY GET UNDER MY FEET AND THEIR BRANCHES GET TANGLED AROUND MY LEGS, SO I SMASH THEM.”

“That's nice.” Rodimus said. “Hey, listen, why don't you stop smashing them for a sec and come back to the base? You know, so we can smooth things out between us? We can sit down, talk things out, maybe have a nice cup of oil. Now how does that sound, huh?”

“MEGATRON SAY THAT YOU USE ME.” Superion said. “THAT RODIMUS USE ME. THAT TWILIGHT SPARKLE USE ME.”

“Use you?” Twilight Sparkle laughed one of her crazy laughs. “Well, yes, we're using you! We're gonna use you to smash that mean old Megatron to itty-bitty pieces! Pieces! That are itty-bitty. Then we'll keep using you to take over Equestria. Doesn't that sound like fun?”

Superion's body shook with rage, and he let slip a low growl.

“Oh, uh.” Twilight chuckled nervously. “That … wasn't the right thing to say, was it?”

“YOU USE ME! YOU USE ME, LIKE MEGATRON SAID! I DON'T WANT TO BE USED!”

“Superion, sweetie, calm down.” Twilight Sparkle said, though she and Rodimus wisely backed away from him. “Uh, yes, we're using you, but … it's the good kind of using! Right?”

“Uh-huh. So tell me, Twilight Sparkle, how exactly do youse delineate between what's 'good' usin; and 'bad' usin'?” Rodimus said.

“Superion … listen to your creator. Listen to mommy.” Twilight said, trying to calm Superion down, the giant's shadow looming over them as he advanced towards them. “We just want you to smash Megatron and help us free the other Autobots. After we do that, you can do whatever you want! And you like smashing, don't you?”

“YOU USE ME!” Superion shouted, raising his fists over his head. “NO ONE USE ME! NO ONE USE SUPERION!” Superion brought his fists crashing down into the earth, and as he done before, sent out a shockwave which threw the Autobots back.

“Yeah, okay.” A tripped and wincing Rodimus admitted. “This isn't gonna work.”

“What? No!” Twilight whined. “I can still get through to him!”

“Sorry, Twilight.” Rodimus scooped her up with a massive metal hand. “But it's time to cut our losses and hit the road, youse get what I'm sayin'?” Rodimus transformed, transporting Twilight Sparkle inside his car interior. “Now, everybody out! Get clear!” Rodimus led the Autobots to retreat, driving them all the way back to their cavern base.

Yet again leaving a wrathful, aimless Superion on his lonesome.



Chrysalis walked about the Canterlot square. She eyed buildings left and right, scanning for signs of her target, until she found him. Fancy Pants, brooding by a building while drinking from a glass mug.

Chrysalis walked up to him. “Hello, Fancy Pants.” 

“Oh, you. The Decepticon sympathizer.” Fancy Pants took a swig from the mug. “What do you want?”

“I just wanted to know why you're not helping the Decepticons in their little … project, that's all.” Chrysalis said with a smile. 

Fancy Pants rolled his eyes. “Why? I'll tell you why. Because they're useless! Good for nothing.” Fancy Pants lost his balance and fell onto the ground. “That's why. Equestria was better off without them!”

“Oh, Fancy Pants, you don't really think that, do you?” Chrysalis said. She idly examined her hoof, “After all, if weren't for them, you would have to take up your union's wage complaints with … Queen Cadenza. How well do you think that would go?”

Fancy Pants' eyes widened at the thought of Cadenza, their former matriarch deposed by the Decepticons. If Fancy Pants attempted to complain to Cadenza about the half things he complained to the Decepticons about, Cadenza would have him locked in the dungeons under some trumped-up excuse.

Chrysalis noticed this and moved to the next phase of her plan. “You're not still mad about the Decepticons getting to your wages, are you?”

Fancy Pants crossed his front legs. “Maybe a little.”

“Well, maybe we can make a deal.” Chrysalis placed a hoof on Fancy Pants' cheek. “You give the Decepticons the metal they need, and after they go deal with the problem they're having, the first thing they'll do when they get back is to help with the wages of you and your workers.”

Fancy Pants gave her a hopeful, yet hesitant look. “Really?”

“Yes, really.” Chrysalis assured him. “I'll make sure of it.”

“Hmm.” Fancy Pants thought about this for a brief moment. He shook Chrysalis's hoof. “My lady, you have a deal.”

“Excellent!” Without waiting for any input from Fancy Pants, Chrysalis picked him up and dragged him over to the portion of the city where the Decepticons were gathered. “Hey, guys! I'm sure you all remember Fancy Pants.”

“How could I forget?” Side Swipe mumbled.

“I know he may have given you some trouble before, but I manage to convince him to come around.” Chrysalis hugged Fancy Pants. “He's agreed to give us the metal we need … provided that the first thing you do when you get back from hunting down Superion is work on his workers' wages.”

“After all the trouble he gave us?” Side Swipe said. “I'm not sure I agree with that idea.”

“Done and done.” Cliffjumper gave a big thumbs-up.

“Did ya hear that, boss?” Soundwave said, noticing his leader was still in some kind of funk. “We can get the parts we need for Project: Stunticon! Doesn't that make you happy?”

Side Swipe shot Soundwave a glare. “We are not calling it 'Project: Stunticon'.”

“It doesn't matter what we're calling it, because it's not going to happen.” Megatron said, earning shocked gasps from everyone present not named Fancy Pants.

“Megatron, I just managed to convince Fancy Pants to give us the parts we needed.” Chrysalis reminded him. “You can't give up now!”

“Megatron, sir, you do realize this idea, crazy though it may seem, is logically our best chance to defeat Superion?” Starscream asked.

“I'm sorry.” Megatron said. “But I'm still not comfortable with the idea of taking splices of Ember from any one of you. Who am I to remove portions of your precious Embers, of the things that make you who are? If I were to do that ... I'd be no better than the Autobots.”

“Wait.” Cliffjumper said. “Did you say from any one of us?”

“Yes ...?” Megatron raised an eyebrow. “Why is that detail important to you?”

Cliffjumper pointed at the Decepticons in turn, counting under his breath. “One, two ...”

“Cliff, what are you doing?” Side Swipe asked.

“There are five of us.” Cliffjumper said. “In my home universe, there are five Stunticons. Megatron, you don't have to take five pieces of Ember from one of us. We'll donate a piece of Ember each.”

“Oh, for crying out loud ...” Side Swipe said. “Is that why you've been so indecisive about this? Because you thought you had to take five pieces from one of us?”

Megatron drew a nervous pose. “That was how Twilight Sparkle explained to me she did it ... I assumed it was a necessary part of the process.”

“I'll donate a part of my Ember.” Side Swipe pointed to himself. “Heck, if it'll get this thing rolling, I'll donate two.”

“I … can't ask you do that, Side Swipe.” Megatron said.

“I'll donate.” Starscream said.

“I'll donate.” Cliffjumper said. “Well, technically, mine's a Spark, but they're functionally the same thing.”

“I'll do it!” Soundwave volunteered.

“I ...” Megatron looked around at the Decepticons under his command. He began to feel a little overwhelmed. “Decepticons, I'm proud of you. For all of you to volunteer a piece of yourself like, and together, no less … well, a commander couldn't ask for a more generous, valiant group of bots to serve with.” 

Megatron pumped his fist. “Let's do this.”

The Decepticons set about their work, building cars out of raw materials set to Cliffjumper's specifications as worker ponies brought in the raw metals, tools, and car parts they needed. For some reason, Soundwave suggested changing one of the designs into a truck, but Cliffjumper vetoed the idea. He didn't want any changes from what he already knew.

It was an expensive and extensive process, having to build these things from the scratch. Aside from a few minor incidents where someone dropped something and maybe aimed a welder where they weren't supposed to, they got the job done. When they were done, the Decepticons were left were five automobiles – a Formula 1 racing car, a sports car, two luxury cars, and the cab of a sixteen-wheeler.

“We've got the bodies.” Megatron said. “Now we have to give them life.”

Starscream volunteered. “I'll go first.”

Starscream's chest split open down the middle, lifting up to reveal a hatch and a chamber. Resting inside the chamber was a glowing red sphere made of energy, rolling around and pulsing as if were some gyroscopic heart. Starscream reached into his chest, grabbed the sphere, and with a look of considerable pain on his face, ripped out a piece. The piece took the form of a glowing sliver, made of the same energy as its source.

Starscream walked forward and put the sliver onto the F-1. He laid it across the front of the car, whereupon the sliver dropped through, bypassing the solid matter and joining itself to its insides.

The other Decepticons followed suit, each of them ripping out a shard from their ember. Soundwave contributed his piece to the sports car, with Side Swipe and Cliffjumper giving theirs to the sports cars. Each piece of Ember reacted the same way as Starscream's did to the F-1.

“I suppose all that leaves is me, then.” Megatron walked up to the truck and put a hand on its roof. “Cliffjumper, you say in your home universe, this … Motormaster is the leader of the Stunticons?”

“Yep. That's right.”

“Then I suppose it is only fitting that I should be the one to give him life.” Megatron mused. He plunged his fist into the inside of his chest and yanked out the Ember sliver which would give Motormaster life, placing it atop the roof, as Starscream had done. The shard of Ember phased through and absorbed it.

Megatron paced backwards, giving the newborn Motormaster some room. “Stunticons!” Megatron announced. “Transform and rise up!”

All at once, the automobiles cracked open, splitting themselves into pieces and standing themselves upright without any propping up or suspension. The pieces twisted, turned, and rearranged themselves into all five were in the shape of recognizable Decepticon robots, each with their own, unique faces and features.

“Stunticons, listen well.” Megatron began to walk back and forth, giving them the drill sergeant routine. “Your names are Motormaster, Dead End, Breakdown, Drag Strip, and Wildrider. If any of you would like to change your name ...”

Wildrider held his hand up.

“We'll discuss it later.” Megatron said, giving Wildrider a dubious glare. “You've only been online – been alive for a few seconds now, but we have a mission for you. We need you to help us stop and rein in Superion, a deadly Autobot made from the combined form of the Aerialbots.” Megatron explained.

“Once we've accomplished that, you will be free to do as you wish, whether you decide to strike out on your own or continue serving with the Decepticons. You are, after all, your own sentient beings, and you are entitled make your own choices. But be warned: while I will give you the freedom to choose for yourselves, I will not tolerate any attempt by you to harm the local organics of this world. For right now, though, we need your help. Any questions?”

“Uh, yeah, just one.” Dead End said. “What's an Autobot?”

“You'll find out soon enough.” Megatron answered with a mischievous smile. “Cliffjumper, how are we doing with that radar?”

“Pumped up and ready to go.” Cliffjumper said. He pulled out a small device and held it up. It made beeping and pinging sounds. “Oh, and it looks like it's found Superion already!” Cliffjumper gave the machine a playful smack. “Assuming the thing works like it's supposed to.”

Megatron nodded, accepting the radar might not lead them to Superion as hoped, but nonetheless give the order to mobilize. “Decepticons, transform and rise up!”



The radar worked, as it lead them to Superion. A good thing, too, as Superion had calmed down to cease his indiscriminate removal of trees, so following him by the trail of wreckage wasn't going to work anymore, at least until something set the gestalt off again.

Superion had come to rest by a mountainside, sitting on a rock and brooding. He was thinking about what Megatron said, about what Twilight Sparkle told him, and wondering where he was going to go from here when he heard the rumble of car engines.

Superion stood up. “WHAT NOW? MORE AUTOBOTS?” Superion yelped and held his arms to defend himself as he came under fire from Starscream, Chrysalis, Megatron carrying out a strafing run.

“AARGH.” Superion groaned. “STUPID DECEPTICONS. WHY WON'T YOU LEAVE SUPERION ALONE?” Superion reached out to snatch Megatron out of the sky, with Megatron banking hard to avoid his fist. 

“I don't know.” Side Swipe said. “Maybe it's because you're unstable and will destroy the country if left unchecked?”

“SHUT UP!” Superion attempted to stomp on Side Swipe. Side Swipe ducked and rolled out of the way.

“All right, Stunticons!” Breakdown and the other Stunticons arrived and transformed to robot mode, whipping out their guns. “Now's our chance to show Megatron what we're made of! Open fire!” Breakdown fired at Superion, his handgun doing little other than irk Superion. 

“Excuse me.” Motormaster said. “But I'm suppose to be the one giving the orders.”

“Sorry.” Breakdown said with an unapologetic grin. “Guess I just got a little carried away.”

Drag Strip saluted. “What are your orders, sir?”

Motormaster aimed his gun at Superion. “Breakdown may have spoken out of turn, but he had the right idea. Concentrate all your fire on Superion.”

The Stunticons did as ordered, pulling the triggers of their firearms and blasting away at Superion. Their weapons didn't prove any more effective than anything else which had been tossed Superion's way, only serving to irritate him further as he attempted to smash Megatron and the others.

“This isn't getting us anywhere.” Wildrider observed. “I recommend a change of tactic.”

“I couldn't agree more, Wildrider.” Breakdown transformed to vehicle mode and revved up. “Dead End, give me a lift!”

“Happy to oblige.” Dead End picked up Breakdown, lifting the car-mode Decepticon over his head.

“Breakdown, wait!” Realizing Breakdown's intentions, Motormaster reached out to stop him. “Stop and think about what you're doing!”

“Don't think; just do!” Breakdown said. Dead End grunted and hurled Breakdown into the air, sending Breakdown flying towards Superion, idea being even Superion wouldn't stand up to an entire car going through his chest at fifty miles-per-hour.

What Breakdown didn't count and didn't expect was for Superion to turn around and notice. Superion caught Breakdown in his hand, holding onto the hood of his car-mode, and tossed him aside. “Whooooaah!”

Breakdown impacted against a stray, stationary boulder, transforming to robot mode and rubbing his head. “That's going to hurt in the morning.”

“Breakdown!” Dead End exclaimed, clenching a fist. “Come on, Wildrider! Let's go give Superion his what-for, eh?”

“I'm not so sure that's a good idea, but I guess I can't stop you.” Wildrider and Dead End both converted to vehicle mode and accelerated towards Superion's feet, Motormaster being too late and too slow to talk them out of their foolish, ill-thought out attack.

“Stop!” Motormaster begged, running after them. “Why won't any of you just stop and listen to me? I'm the leader!”

Superion noticed the two cars advancing towards him. As he was wont to do, Superion kicked at them in turn, punting them some distance away. 

Motormaster buried his head into his hands. “Oh, this is going terribly ...”

Up in the sky, Chrysalis came to a stop, picking up on Motormaster's negative emotions. She looked down at him and swooped towards him.

“Chrysalis, where are you going?” Megatron asked.

“I think Motormaster needs my help.” Chrysalis said. “I'm sensing some serious negative emotions from him.”

“All right.” Megatron said. “I suppose that's fair enough – AGH!” While Megatron was distracted by talking with Chrysalis, Superion managed to sneak his hand around and grab Megatron in one hand and Starscream in the other. 
Superion held the Decepticon jets in his hand and bashed them together, disorienting them before Superion dropped them to the ground.

“Hey!” Cliffjumper shouted. “Didn't your motherboard teach you not to play rough with your toys?” He opened fire on Superion, but all this did was earn him a retaliatory rocket fired from Superion's forearm. “Uh-oh.” He ducked for cover. 

“This is not going groovy.” Soundwave observed, moments before another of Superion's missile exploded next to him.

“Motormaster, what's wrong?” Chrysalis asked, descending next to the Stunticon.

“Oh, nothing. Just everything.” Motormaster whined, going over to a rock and sitting down, even while Superion and the other Decepticons continued to fight.  Chrysalis sat next to him. “Everything's gone wrong. Superion's kicking our backsides, and I can't get the Stunticons who I'm supposed to command to listen to me.” Motormaster shook his head. “I'm sorry, Chrysalis. I've let you down. I've let Megatron down. I … I've failed.”

“You haven't failed.” Chrysalis assured him, patting him on the leg. “We haven't lost yet. There's still a chance to turn this around.”

“Yeah.”  The other Stunticons gathered around. Breakdown crossed his arms. “But we might have won already if Motormaster here would grow a spine.”

“On the contrary, Breakdown, I would say it's you who needs to grow a central processor.” Drag Strip remarked. “You can't keep charging into battle without a plan the way you do.”

“What can I say?” Breakdown pointed a thumb at himself. “I'm self-assured.”

“There's a fine line between self-assured and overconfident.” Drag Strip said. “You cross that line.”

“Ah, you're just jealous because I'm fearless.” Breakdown said.

“A little bit of fear can be a good thing.” Drag Strip said. “It can keep you from being reckless like you are.”

The other Decepticons butted in on the conversation, each of them taking sides and making arguments for and against the other side.

“Hold it!” Chrysalis yelled, loud enough to get the argument to stop. “I think I know what's going on here. You've only been online, alive for less than an hour. You haven't had time to learn how to work together. How to work as a team.” Chrysalis said. “If you could all just work together, if you could agree on a course of action, you'd be a much more effective unit and we could end this.”

The Stunticons all looked at each other. 

“She's right.” Motormaster said.

“You know what? I think she is.” Breakdown added.

Motormaster looked to see how the battle was going. Superion was looming over and menacing a downed Megatron, struggling to push himself off the ground. “Come on, guys. Megatron needs us.”

The Stunticons, for the first time, felt united in purpose. They shared a goal. They shared a common enemy. Reveling in this unity, they gathered in a circle and took each others' hands.

“SUPERION SICK OF DECEPTICONS BOTHERING HIM.” Superion said. “SUPERION SICK OF AUTOBOTS TRYING TO CONTROL HIM. SUPERION SMASH MEGATRON, THEN SMASH AUTOBOTS.” Superion activated a series of missile racks spread through his body, including on his chest, shoulders, and arms. He aimed those rockets at Megatron. 

Megatron saw the armaments aiming at him and grimaced, feeling his end had come. 

“Villain, we say to thee nay!”

Megatron was surprised when a giant fist emerged from nowhere and blindsided Superion, knocking him back. Now on the battlefield was a large, horned robot, as tall as Superion and covered in wheels. Megatron saw the wheels and realized it was the Stunticons, now merged into a gestalt of their own.

“WHAT THE?” Superion questioned. “WHO ARE YOU?”

“We are Menasor!” The horned robot announced. “We have only one mission: to defend the innocent from the likes of you!” Meansor reached over his back and pulled out a huge sword, charging Superion and slashing him across the chest with it.

Superion stumbled backwards. He took a moment and aimed the missile launchers in his arm at Menasor. Menasor rushed him and smashed a fist into the side of his head before Superion had a chance to fire. Meansor punched Superion again, sending Superion face-first into the mountainside, creating a tremor.

“AARGH.” Superion pushed himself off and turned around. He lunged at Menasor, who responded by shoving his sword into Superion's side. “AGH!” 

Using the sword as a pole, Menasor lifted Superion up over his head. Menasor yanked the sword, ignoring Superion's cry of pain as he did so and held the Aerialbot up.  “Now to send you somewhere where you won't be able to harm anyone, monster.”

“MENASOR, WAIT!” Megatron shouted. “DON'T!”

Menasor carried, heedless to Megatron's cries. Grabbing Superion at the waist, Menasor pulled, tearing the Aerialbot combiner into two. Menasor reared his arms back and threw Superion, hurling the halves of his body over the horizon, far out of reach from Autobot or Decepticon. The silhouettes of Superion's halves lingered in the sky before fading away.

His take complete, Menasor turned to Megatron. “What do you think, Megatron? Did we … do good?”

Megatron blinked, not sure how to answer Menasor's question. While Menasor beat Superion, which was they built the Stunticons for,  Megatron didn't appreciate Menasor's decision to toss Superion into the distance. It didn't mesh with Megatron's plans to reform or arrest the Aerialbots, or at least keep the from being a threat to society. 

Now, there was no telling what trouble Superion could get into, whether he remained a menace by himself or was taken advantage of by a nefarious character.

“You … did great.” Megatron said, unable to bring himself to scold the eager-to-please and well-meaning Menasor.



Elsewhere, across a rocky plain, a vast legion marched. A legion of black-coated unicorns dressed in royal purple armor. The captain of the legion limped behind a tall, dark pony, with a mane and tail crafted from starry night and eyes from a viper.

“Queen Celestia ...” The captain said. “I'm sorry … we've failed you again.”

“It's all right, dearie.” Celestia answered. “Prince Tirek may have beaten us back this time, but he won't be able to hold the line against us forever. Oh no, we'll keep coming back and coming back until his defenses crumble before our might. Believe you me, it's only a matter of time.”

“W-what's that?” A solider asked, pointing to the sky as … something came into view. As it sped towards the, the mysterious objects became clear, revealing themselves as enormous, odd-colored pieces of metallic debris.

“Take cover!” The captain shouted. The soldiers followed, spreading out and scrambling to minimize their losses, should the fast-approaching shrapnel hit their ranks.

Queen Celestia, however, did not.

“Queen Celestia, please!” The captain pleaded, taking a moment to take his head out of the sand. “You need to get clear!”

Celestia gave him a glance and looked back to the approaching object. Seeing the captain had a point, Celestia turned and walked a grand total of five steps back, before turning back around to watch the object fall, her face never betraying any emotion other than abject calm and perhaps a slight hint of amusement at the situation and her cowering soldiers.

The object hit the ground, inches away from Celestia's hooves. It made the earth shake and kicked up a storm of dust all around. Through all this, Celestia remained unfazed. The only action she took was to raise her wing up to shield her eyes from the particles of dust and rock. Once the dust settled down some, Celestia removed her wing and her soldiers, sensing the immediate danger was past, crawled out of their hiding places and regrouped.

“What … is it?” A solider asked.

Celestia walked forward towards it. This made the captain nervous, as he through the thing could still be dangerous.

Unbeknowst to them,  the thing in question was in fact, the torn halves of Superion, having landed here from Menasor's toss.

Celestia climbed up the giant's side, standing on its chest.

“Your Majesty, be careful!” The captain pleaded.

Celestia stomped on the giant's chest, testing its ability to support her weight. She examined  its body up and down before walking up its chest to its head. Celestia leaned forward, her face being reflected in Superion's cracked visor.

“What are you, indeed?” Celestia found herself wondering. She smiled at her reflection, her mind already hard at work, thinking of how she might could use this creature to her advantage for her plans of conquest. 
> Splinters
> --------------------------------------------------------------------------

Celestia, curious about the origins of the behemoth before, gave a quizzical tilt of the head. Her reflection in the giant's visor matched her expression. "What are you, my friend?"

This seemed to spark a reaction from the giant. The soldiers gasped and ducked for cover when an arc of electricity traveled across the giant's visor. Celestia flexed her wings and jumped backwards to avoid electrocution, using her wings to glide.  All with the calm and grace of a beautiful swan.

The visor had no eyes, no pupils to express any emotion, yet still Celestia could see a faint glow of recognition through the expressionless glass as the giant regained consciousness.

"UGH ..." The giant groaned. Celestia flapped her wings, hovering in the air so the giant could have some personal space.

The giant grunted and groaned again, making a fist as it attempted to stand. Its massive arm raised into the air before plummeting back down to the gravel below, too weak to support itself. The impact of its arm on the ground sent out a shockwave which knocked the soldiers down.

The Aerialbots soon realized they were far too damaged to maintain their combination. They were in too much pain to be able to focus on retaining the unique, merged consciousness of Superion, not to mention how two of them already had their bodes separated from the physical combination. So they split apart into their individual Autobot forms. The ones who were still linked to each other disconnected, and they all reverted into their smaller (though still quite large compared to a pony) robot modes, which retained the injuries they suffered as Superion.

"Fascinating!" Celestia was eager to learn more about this process where one giant could into several smaller giants. She descended to the ground. "Once we get to know each other a little more, you simply must tell me how you did that. I'll start. I am Queen Celestia of the Equestria, ruler of the realm. Who are you?"

Their leader, Silverbolt, rolled over to face Celestia. "We're the Aerialbots, and we're going to … ooogh." Electricity crackled from Silverbolt's midsection, and he collapsed onto his side.

Celestia chuckled at his misfortune. "It would seem you are in no condition to make threats."

"Just you wait." Silverbolt warned her. "The other Autobots are going to come looking for us, and when they do, they'll turn you into paste."

"Other Autobots?" Celestia's neck darted forward with a mad, happy grin. "You mean there's more of you?"

"Uh, Your Majesty?" A solider asked, noticing Celestia's wide grin and a bit of drool dripping down her face. "Are you all right?"

Unbeknownst to him, Celestia was drooling because she was imagining having an army of these Autobots titans under her command. Why, with such power, overwhelming Tirek's forces would prove child's play, and she would have legion of iron enforcers to see to it her own iron will would be done.

"I would be willing to make a deal with you." Celestia addressed Silverbolt. "I will heal you and your comrades, and in exchange, you will lead me to the rest of these Autobots."

"I doubt an organic such as you would know how to repair our systems." Silverbolt said.

"Perhaps not, but my power knows no bounds." Celestia said. "I know an all-purpose healing spell which undo the damage of most any form of life. I am not certain it will work on you, as you somewhat … outside of my usual range of dragons and trolls, but I am confident in my abilities."

A purple orb formed at the tip of Celestia's horn. The orb shot a beam of color-matching energy which traveled along Silverbolt's body, sealing away cracks and pounding out dents and imperfections. When the spell finished its sweep, all of Silverbolt's injuries were gone.

"What do you say?" Celestia asked. "Do we have a deal?"

Silverbolt examined his repairs. He knocked on the side of his ribcage to test the quality of the repair job. Silverbolt thought he figured out how the healing spell was all-purpose; it didn't heal, per se, so much as it reversed the damage. A different process in its entirety, but the end result was the same.

Silverbolt looked to Celestia. A bout of silent staring occurred between the two, Celestia uncertain if Silverbolt would perhaps take advantage of her repairs and ungratefully try to strike her.

After a few minutes, Silverbolt grinned.



The Decepticons went on their way, regrouping to Ponyville. Once they were within walking distance, Megatron and the Decepticons transformed out of their vehicle modes to walk the rest of the way. Megatron moved ahead of them, preferring to have some space  so he could think to himself.

Motormaster, having separated from the Stunticons, noticed how fast Megatron was moving. Unable to help but get the guilty feeling he was somehow responsible for why their leader was moving ahead of them, Motormaster jogged after him. “Megatron, sir, wait!”

“Hmm?” Megatron stopped and turned, allowing Motormaster to catch up.

Motormaster marched up to Megatron, rubbing the back of his head. “Uh, well … I just wanted to say … I'm sorry. I'm sorry for throwing Superion the way we did. We should have stopped what we were doing and listened to what you were saying. I know you must be disappointed with us ...”

“Motormaster, listen to me.” Megatron placed a hand on Motormaster's shoulder. “Yes, I am disappointed we couldn't apprehend Superion, but I don't resent you or your team for what you did. While I would have liked for you to stop and listen, you've – hopefully – incapacitated Superion for now. That will give us some time to catch up to him again before he hurts someone. And you've learned a lesson or two, haven't you?”

Megatron patted Motormaster's shoulder, and Motormaster smiled. 

Megatron returned his attention to his duties. “Cliffjumper, is the radar picking up anything on Superion?”

“Eh, no.” Cljffjumper smacked the side of the radar. “Nothing at all. That's odd, because it's specifically designed to detect Superion's signal ...”

“What if the Aerialbots separated?” Starscream suggested. “Then they wouldn't be displaying Superion's signal.”

“Good point.” Cliffjumper began to fiddle with a knob on the radar. “I hadn't thought of that since, with Menasor around, I figured we would've caught Superion on the first try. I'll see about making some adjustments ...” Cliffjumper walked off, oblivious to Motormaster's wincing.

“Ponyville isn't too far from here. Before we go back to Canterlot, wee should check in on the Nemesis  and make sure Rodimus and the others didn't use Superion to distract us while they slipped in and rescued their comrades.”

“Aw, you worry too much, boss-bot!” Soundwave said. “We've got plenty of our little Changelings friends guarding the ship. With that much magic in one place, there's no way Rodimus and his tiny band have the rocking power behind them to take on a mega-chorus that size!” 

“Well said, Soundwave … I think.” Starscream said. “Soundwave makes an excellent point, if an oddly phrased one. The Changelings have demonstrated they can use their magic in a fight. The ones at the Nemesis are, in effect, hundreds of self-propelled laser turrets. We have, what is it, Chrysalis, three-hundred Changelings currently stationed there?”

Chrysalis nodded.  

Starscream smiled. “I think that's enough to fend off four Autobots, don't you?”

“I suppose.” Megatron did not sound convinced. “Still, we should never underestimate the Autobots. Just look at what they did with the Aerialbots and Superion. I would feel much more comfortable taking a look at inside the ship and seeing if there's anything we can do to increase our defenses. The more things we have standing in the way of Rodimus' freeing the other Autobots, the better.”

Starscream saluted. “Understood, sir. I'll take a look at the resources we have on hand and see if I can make something to help with the defense.”

“Like what?” Chrysalis asked.

“You know, the usual.” Starscream explained. “Laser tripwires, turrets, flamethrowers, force fields ...”

“Hey! I can make you a force field.” Chrysalis volunteered, fluttering her eyelashes. “I am quite good with my magic, you know ...”

“Great.” Megatron's clapped his hands, his depressed mood improving. “While Starscream looks for materials, we'll take you to the Nemesis and have you place your force field. Gentlemen, I think we're off to a good start.”



Up on a ledge near the Autobots' cavern, Shining Armor and Queen Mi Amora Cadenza, hid amongst the rocky paths. Former rulers of Canterlot and Equestria while Queen Celestia took her invasion forces to Tirek's lands, but with the arrival of the Autobots and the Decepticons, they were ousted from power and effectively exiled from the city. Something Cadenza wasn't going to forget anytime soon.

“Oh, I miss collecting taxes.” Cadenza moaned. “The look of horror on those peasants' faces when they learned the tax rate had been upped again … the screams as those who couldn't pay were arrested and sent to the dungeon … oh, I miss it all so much!” Cadence placed a hoof to her head and made as if she was going to faint. “Those stupid Decepticons ruined everything.” Cadence pounded a hoof against the rock.

“I know, dear, I know.” Shining Armor attempted to console his weeping wife. “But there's not much we can do about it now.”

Cadenza crossed her hooves. “I want my castle back.”

“I know.” Shining Armor rolled his eyes. “But what are we supposed to do? Sneak into Canterlot and hope the Decepticons don't see us? Even if we did manage to get into the castle, somepony would just go tell the Decepticons, and they would throw us out again … if they didn't throw us in a dungeon first.” Shining Armor gulped at the idea. As much as he and his wife shared a love of tossing ponies into the dungeons at the slightest excuse, he didn't fancy the idea of being thrown in there himself.

“I wish Aunt Celestia was here.” Cadenza said. Both she and Shining Armor winced at the mention of Celestia's name, thinking about how cruel, unusual, and creepy Celestia could be. “Then again … maybe not. Still, she could put those goody two-shoes Decepticons in their place ...”

Shining Armor sat on his haunches, a bit uncertain about the idea. “You know what your aunt is like. Are you sure you want her to be here?”

“Quiet.” Cadenza snapped at him, lifting her head up. “Do you hear that?”

Shining Armor tilted his head. There were voices arguing nearby. Shining Armor nodded at Cadence to let her know he heard them as well.

Getting up, the two of them walked in the direction of the voices. When they found the source of the argument, Cadenza let out a gasp, grabbing Shining Armor and pulling him behind a rock to hide.

“Listen, Twilight Sparkle, the Aerialbots were a fluke.” Rodimus told her.

“So you're saying we should give up on them?” Twilight glared him. 

“Yeah. They're a lost cause.” Rodimus insisted. “Twice now, we tried tah get him tah smash Megatron, and twice he failed tah do exactly that – and the second time, he nearly smashed US instead. So, yeah, I say it's time tah give up on them.”

“After all that labor I did ...all the work I put into bringing them to life for you, you want to toss them aside just because the first few runs didn't go as well as we'd hoped?” Twilight Sparkle asked. “I won't let you throw my creations away that easy!” 

“Your creations? Ah, forget it! If it weren't for mine and Ratchet's knowledge of Cybertronian biology, youse woulda never been able to make 'em! And speaking of labor, do youse think we just walked up and asked nicely for all that steel we put into 'em? No! We stole it, fair and square. My guys were almost killed by the thing we were tryin' tah use to kill Megatron, so I think I have tha right tah-”

The rocks under Shining Armor's hind hoof choose this moment to slid out from under him, drawing attention to his and Cadenza's hiding place when he grunted as he tried maintain his balance. Not to mention the noise made by the pebbles themselves as they tumbled off the side of the ledge.

“What was that, eh?” Rodimus pulled out his pistol, searching for intruders.

“Up there!” Twilight pointed at the ledge. “You can't hide from me, Cadenza! I lived with you too long to not be able to recognize your unsightly face anywhere!”

“'Unsightly'?” Cadenza questioned as she and Shining Armor got out from their hiding space. “You don't think my face is unsightly, do you, Shining Armor?”

“Eh heh heh … sweetie, I think we have bigger problems at the moment than whether or not your face is unsightly. Like the giant, alien robot pointing a gun at us?” Shining Armor pointed to Rodimus.

“Why don't youse two come down here?” Rodimus gestured with his gun for them to climb down the side of the ledge. “And then we can have a nice, up close and personal talk.”

Gulping nervously, Shining Armor clung to Cadenza. Cadenza climbed down onto the side of the rocks and slid down, spreading her wings out to slow their descent. Once they'd hit the bottom, Shining Armor separated from Cadenza and they tried to make small talk with Twilight Sparkle.

“Heeey, Twiley!” Shining Armor nervously greeted her. “Long time, no see, huh?”

“I'm torn.” Twilight Sparkle glared at him. “Part of me wants to hug you and kiss you both. Part of me wants to wants to tear your heart out … but another part of me wants to chop you up with a chainsaw.”

“I can help with that last one.” Rodimus raised his free hand up. The hand retracted into his wrist, and in its place rose a buzzsaw attachment.

“Hey now!” Cadenza protested. “We had some good times together, didn't we, Twilight? There's no need for all of this … menacing us with your pet robot's saw blades.”

“Pet? I ain't nobody's pet.” Rodimus advanced further on them.

“All of you, put a halt to whatever it is you're doing!”

Rodimus, Twilight, Shining, and Cadenza looked up and didn't believe what they saw. For Rodimus, it was because the Aerialbots were returning. For Cadenza and Shining Armor, it was because Queen Celestia was riding astride Silverbolt's jet-mode as a chariot of steel. For Twilight Sparkle, it was both.

The Aerialbots tilted downwards before nosediving, transforming into robot mode moments before they reached the ground. When came to Silverbolt's turn to transform, Celestia jumped off him and floated to the ground.

“Q-Queen Celestia!” Cadenza was quick to bow her head. “What are you doing here?”

“I am here to find the Autobots I have been told here can be found here.” Celestia answered. “My intent is to have these Autobots act as my new army, and nopony will persuade me otherwise.”

“Your army? Forget it.” Rodimus crossed his arms. “The Autobots aren't answerin' to anybody but me, and maybe Twilight Sparkle from here on out.”

“If I may, Rodimus.” Silverbolt spoke up. “Do not be so quick to dismiss her. Queen Celestia is a powerful ally. More powerful than Twilight Sparkle, I'd wager.” 

“That's no surprise, considering I used to be her teacher.” Celestia disregarded Twilight Sparkle's fuming gaze.

“With no understanding of our systems, her magic was able to fully repair the damage Menasor inflicted on us.” Silverbolt told Rodimus.

“Hmm.” Rodimus cupped his chin. 

“I must say, when I learned they were other Autobots to be found, I was hoping there would be more of you.” Celestia walked around, looking for any sign of other Autobots.

“There are others.” Rodimus told her. “There's myself, Ratchet, Grimlock, Goldbug ...”

Celestia raised an eyebrow. “Is that all?” Her voice expressed her disappointment.

“That's not all of them. There are more inside the Decepticon ship. Plenty more.” Twilight Sparkle bragged.

“Yeah, and the only reason we haven't gone in to rescue them is because those Changelings bozos usin' their magic to chase us out.” Rodimus said. “If it weren't for them, we would have rescued our compatriots, killed Megatron, and been off this planet by now.”

“An entire … ship?” Celestia's expression and tone was akin to a child being walked into a candy story and being told they could have anything they wanted. “You Autobots may be overwhelmed by the Changelings' magic, but I assure you, I am more than a match for them. Once inside, I will rescue the Autobots, and in return … you will serve me, as my iron army.”

Twilight went wide-eye when she found herself nose-to-nose with Celestia.

“Twilight Sparkle, you must lead me to this ship.” Celestia said. 

“Why should I?” Twilight Sparkle questioned, sneaking her way out from under Celestia's nose. “You banished me to Ponyville, remember? You threw me out of the castle and into a shoddy library tree home! You said I wasn't your student anymore.”

Celestia rolled her eyes. “Only after you tried to betray and usurp me. Or have you conveniently forgotten those key details?” 

“Why should I do anything for you?”

“Because ...” Celestia answered with a smile. “I desire to have these Autobots serve me, and I will not be denied. I would be willing to give you anything you asked for, so long as you will lead me to this ship. I will give you riches, a castle, a variety of potential husbands to choose from … why … I would even make you my personal student again.”

Twilight Sparkle went starry-eyed, her eyes quivering as she thought about what it would be like to be under Celestia's pupil again, and all the riches and commendations that would entail.

“Y-you mean it?” Twilight asked. “This isn't some kind of trick or a lie?”

“No.” Celestia said. “Truth be told, I have begun to miss having a student to teach ...”

“O-okay.” Twilight wiped a tear from her eye and nodded. “I accept. I'll take you to the Decepticon ship, and you'll take me back as your student.”

“Agreed.” Celestia shook Twilight's hoof.

“That's our Twiley.” Shining Armor said with a smile. “She still wants the love and respect of the ponies she hates and wants to kill!”

“Indeed.” Celestia said. “Come now, Cadenza. Shining Armor. We are to make for the ship at once!”

“What?” Twilight exclaimed. “Whoa, whoa, hold on. I never agreed to working with Shining Armor and Cadenza on this.”

“It's true.” Shining Armor said. “Technically, she never said that.”

“Come now, Twilight Sparkle.” Celestia used her magic to pull Twilight Sparkle and Cadenza close together, wrapping her wings around both of them. “Surely gaining such a massive advantage as an Autobot legion is more important than whatever bad blood is between you two? Why don't you set your silly grudges aside and kiss and make up?”

Cadence and Twilight crossed their legs, turning away and humphing.

“I SAID, 'kiss and makeup'!” Celestia shouted, her horn glowing purple and her eyes turning white as her body surged with magical power.

Twilight and Cadenza were sufficiently intimidated. They jumped into each others' embrace, hugging each and kissing each other on the lips.

“See?” Cadenza said, pulling away. “We're kissing! We're making up! You see? We're totally making up right now! Please don't turn us into sea slugs or vaporize us.” Cadenza resumed kissing Twilight.

“Yes.” Celestia said, possibly enjoying the sight just a little too much for Rodimus' and Shining Armor's comfort. “Yes, that's it.” Celestia applauded.

“O ... kay.” Shining Armor said. “I'm gonna go over there until you, um, until you three are ready to go ...” His cheeks a rosy red, Shining Armor galloped out of sight.



“This ought to do the trick ...” Starscream continued to fiddle through the wires and circuits on the interior of the ship before closing the panel and pushing a nearby button, which caused a series of red, crisscrossing lasers to appear within a nearby doorway. 

Starscream patted his hands together after a job well done. “I had to salvage some parts from the rest of the ship to do it, but I've vastly improved the security of the ship, Lord Megatron. Automated turrets and lasers are online. There's a laser tripwire set up in the door leading to where we keep the Autobots. If someone tries to go through the door, it will send a signal through our comms to alert us. Once Chrysalis establishes her force field, this ship should become impenetrable by any Autobot.”

“It was a great idea to come upgrade the ship's defenses.” Cliffjumper said, alternating between conversation and checking his radar to see if it had detected the Aerialbots. “Why didn't we do this sooner?”

“Too busy, I guess.” Side Swipe said. “Between all the things wrong at Canterlot we've trying to fix, trying to find the Autobots and dealing with Superion … there hasn't been much time for other things. Plus, Chrysalis has been rather confident in her Changelings ...”

Megatron nodded at Side Swipe before walking outside of the ship. “Chrysalis, progress report?”


“Almost … got it.” Chrysalis's eyes were shut tight, while a quintet of concerned Changelings crowded her. Megatron could tell she was trying to focus.

“There.” Chrysalis opened her eyes as a pink beam of light emerged from her horn. It traveled several yards up in the sky before spreading out and covering the shipwreck under a pink, sparkly, translucent dome.

“Do you like it?” Chrysalis asked Megatron with the eagerness of a child trying to please their parents.

Megatron examined the force field for a moment. “From a strictly aesthetic view, yes. The transparency combined with the soft pink colors makes for a pleasing visual. But … will it hold?”

Chrysalis nodded. “It will.”

Megatron continued to look up at the force field before turning his attention to Chrysalis. “Chrysalis, we've making a lot of improvements to our security. Are you sure you don't want to … relieve some of your Changelings of their duty? Surely they must be getting tired ...”

Chrysalis shook her head, her mane bobbing to and fro. “Nope! They're not tired. I make sure they all take shifts. Besides, look at what they can do.” Chrysalis gestured her head at the quintet around her.

The quintet saluted at their Princess before lining up in a row. With military precision,  they lowered their heads and fired bursts of magic from their horn. The magic blasts traveled up in the air and exploded with a sound like fireworks. It looked pretty, but it didn't take a scholar of Megatron's caliber to figure out any Autobot who got hit by those projectiles would be singed.

“See?” Chrysalis gestured to the display of magical firepower. “You have nothing to worry about, Megatron. “No Autobot is going make through to the ship's hold. I promise.”

Megatron smiled, his worries put to rest. “Decepticons, let's go back to Canterlot. We still have work to do there if we want to make life enjoyable for the citizens there.”

Megatron, Chrysalis, and the Decepticons walked through Chrysalis's force field, the barrier allowing them to pass. The Decepticons transformed and headed towards Canterlot, with Chrysalis flying besides Megatron.

“No Autobot will get through ...”

With the Decepticons fading into the distance, Queen Celestia, Cadenza, Twilight, Rodimus, and Shining Armor emerged from their hiding place – a nearby rock formation, large enough to hide an Autobot if he crouched.

“But I am no Autobot.” Celestia said. She spread her wings and soared into the air, looking down on the force field with the gaze of a cat playing with a freshly-killed mouse. 

The tip of Celestia's horn lit up, a small sphere of light forming. Celestia let out a cry for havoc, sending a discolored, purple lightning bolt out from her horn which struck the center of the force field. 

The force field began to crack. The cracks spread further and further, traveling all around the force field before the force field shattered into a thousand fragments, which faded away into non-existence as they fell towards the ground.

The Changelings guarding the Nemesis were alerted by the force field's sudden destruction. They gathered around on the grassy fields, searching high and low for the intruder.

“Intruder!” The first Changeling who spotted Celestia pointed at her. “Defend!”

“Defend!” The Changelings repeated, the order passing from one to another until an entire chorus of Changelings was chanting “Intruder! Defend! Intruder! Defend!” 

The Changeling swarm almost disappeared under the light as each of their horns lit up. As individuals, they weren't a strong threat, but together, they could overwhelm opponents several times their size and far stronger with swarm tactics, wearing them out over time.

Acting as one, the Changelings fired at Celestia. Little pink rockets of magical energy which would explode and consume her body in magical fire.

If Celestia let them. Smiling at their well-intentioned, but doomed attempt to stand against her, Celestia summoned a shield around herself which appeared made out of the night sky itself. The Changelings' attacks hit the shield, creating numerous explosives and massive quantities of smoke without a single scratch on Celestia.

“My turn.” Celestia announced to the Changelings, who turned pale-white with fear. 

Celestia sent out another bolt. This one hit swept along the ground in zigzagging patterns, upturning the earth and creating destruction in its wake. When it reached the Changelings, its destructive power sent their puny bodies flying, some of them unfortunate enough to land on the ground where the beam would hit them a second time. Most of them were flung far away from the ship they'd sworn to protect, others landing on rocks or even on the ship itself. When Celestia's spell had run its course, there was nothing standing in her way except for piles of unconscious and injured Changeling bodies.

Celestia set her hooves on the ground and walked up to the ship's entrance. Celestia peeked her head inside. Seeing nothing of concern to her, she beckoned for Twilight and the others to join her.

“Well, that was easier than I expected.” Celestia observed the interiors of the ship. “I mean, I expected it to be easy, of course ...”

“Don't pat yourself on the back just yet.” Twilight's eyes shifted around the room. “The Decepticons are tricky tricksters. They might have a few traps lying around here.”

“I will deal with them.” Celestia announced as she took a step inside. She did little more than raise her eyebrow when green dots appeared on her snout and her chest – automated defenses using laser sights to target her.

“Queen Celestia, look out!” Twilight shouted, recognizing the dots for what they were.

Celestia looked back at her and chuckled. Celestia's movements as she jumped into the air to avoid a hail of gunfire were as carefree as could be. Narrowing her eyes, Celestia fired another lighting bolt through the ship. Celestia willed it to destroy all the turrets she could see, every defense she could find – anything which appeared to have a gun barrel attached to it.

Proceeding through the ship until they reached the door to the hold, the laser tripwire gave Celestia only a slight pause. Chuckling, Celestia walked right through it.



Megatron winced as a signal pierced through his audio receptor. He knew it had to be the signal from the ship, informing them of a breach.

“Come in, Changeling guards.” Megatron activated his comm, hoping a Changeling would be close enough to a station to communicate. “Changelings, come in. What's going on over there? Changelings, I repeat, come in.”

Megatron's demands for an answer were answered with the sound of an explosion. Suffice to say, this didn't instill a great deal of hope in him.



“Thank you, Rodimus.” Twilight said, observing the remains of a panel which Rodimus had blown up with a single shot.

“My pleasure.” Rodimus held his gun to his lips and blew out the smoke coming from its barrel.

Celestia examined the door being barricaded by a series of crisscrossing lasers.

“Humph. Child's play.” Celestia fired a different kind of beam from her horn, trailing along the door frame, shorting out the devices generating the lasers. This final barricade dealt with, Celestia moved to claim her prize. 

When she stepped into the room, where Autobot and Decepticon bodies alike were scattered on the floor and hung up against the walls, Celestia, who was almost never without a calm demeanor or a crooked smile, went wide-eyed at the sight of so many robots in one place. So many soldiers for her army. 

“Don't make the same mistake I did, Queen Celestia.” Twilight Sparkle said. “Make sure you only get the ones with the purple faces on them, like Rodimus here. The ones with the red faces are those goody two-shoes Decepticons.”

“Twilight Sparkle, once we are done here, you really must tell me more about these Decepticons.” Celestia prepared a spell. A small orb of light appeared on the tip of her horn, increasing in size before shooting out dozens of bolts of energy, which spread through the room, blanketing the hold in an electrical storm.

The bolts latched onto the unconscious Autobots, Celestia being careful to ensure she only had the ones with 'purple faces,' as Twilight said. Celestia's spell pumped electricity into the Autobots' systems, jump-starting their Energon-deprived bodies. The room was filled with droning as the Autobots whirred back to life. The Changelings' may not have been able to activate so much as one Decepticon, but Celestia's magic was powerful enough to activate several Autobots at once. 

Twilight Sparkle had to admit, she was impressed. She had only ever managed to resuscitate five Cybertronians at a time.

Seeing the Autobots were reactivated, Celestia dismissed her spell.

The Autobots crawled to their feet, some of them leaning on the wall for support.

“Er, what?” An Autobot asked. “What happened?” He looked at the doorway. “Rodimus? What's going on? Where's Optimus Prime?”

Rodimus chuckled. “Eh, Optimus had to be leavin' us, youse get what I'm sayin'?”

“Optimus Prime … dead?” An Autobot questioned. “No! I don't believe it!”

“Well, youse better start believin' soon, or things are gonna get ugly real quick between youse and me.” Rodimus said.

“Attention, Autobots.” Celestia said. “It is I who have resurrected you. It is I who have brought you from your long slumber. In exchange, I expect you to serve and obey me. Surely that is not too much to ask after I have so generously dedicated my time to reactivating you?”

“We only take orders from Optimus Prime.” An Autobot insisted, crossing his arms.

“Youse listen here.” Rodimus said. “We take orders from this lady, now, capisce? She's our boss now. She didn't have to come all this way to come bring youse guys back online, so show her a little appreciation, huh? From now, we take orders from her!” 

Rodimus turned his head aside. “At least, for the time bein' ...”  He muttered under his breath.

“Yes!” Twilight pumped her hoof. “With all these Autobots, we'll have no trouble taking back Canterlot!”

“Canterlot?” Celestia asked, turning to Twilight. “Tell me, Twilight Sparkle, what has become of Canterlot in my absence?”

“Oh, it's just awful.” Cadenza whined. “The Decepticons threw me out and took control of it. They started making all these changes to the law, being, ugh, nice and helping ponies! Can you believe it?”

“What?” Celestia said. “Twilight Sparkle, is this true?”

Twilight nodded.

Celestia glared, and though it wasn't directed at her, Twilight winced.

Celestia stomped her hoof, the raging sadist inside her disgusted at the Decepticons' efforts to help ease the suffering she had deliberately placed upon her citizens. “This cannot be allowed to stand. We are going to Canterlot this instant and removing the Decepticons … by force, if necessary.”

“Can we use force even if it isn’t necessary?” Twilight asked, stars in her eyes at the prospect of violence.



“We need to investigate what's happening at the Nemesis.” Megatron clenched his fist. “Starscream, Soundwave, and …” Megatron paused to consider how he wanted to divide his forces. “Motormaster, Breakdown, and Wildrider, you're with me. The rest of you, stay here in Canterlot with Cliffjumper in case trouble arrives at Canterlot while we're away.” 

“Megatron?” asked Starscream. “Considering the Stunticons' unique abilities, are you sure it's wise to separate them?”

“You're right.” Megatron paused to think about this and shook his head. “Oh, we can't waste time on this. Who or whatever has gotten into the ship could be reactivating the Autobots this very minute, and we can't afford to let them do that. Starscream, you and I will fly out ahead of the others. The Stunticons will follow, given how fast they are in their vehicle modes.”

“What about us?” Cliffjumper asked. 

“You'll stay and watch over things here with Soundwave and Side Swipe.” Megatron answered. “If we need your help, we'll call you on our comms.”

“I can't imagine anything you would need us for when you have Menasor around.” Cliffjumper gave Motormaster an earnest slap on the shoulder, something which Motormaster didn't appreciate. 

“Decepticons, transform and rise up!” Megatron ordered, pointing at the skies. 

“SHE'S BACK!” A hysterical pony went running through the streets, eyes stretched out with fear. “SHE”S BACK!” 

“Or not.” Megatron wryly commented. He walked over to the pony, placing a hand in front of him. The pony bonked his head on Megatron's palm, giving Megatron the chance to talk to him.

“Who's back?” Megatron asked him.

“Celestia!” The stallion answered. “Queen Celestia! She's back from her mission of conquest, and now she's returned to Canterlot! We're doomed! DOOMED, I TELL YOU! And after your Decepticons were making our lives so much easier ...” The stallion covered his face as he broke into tears.

Megatron attempted to comfort him. “Don't worry, my friend. We won't let Celestia get in the way of making life good for all  citizens of Equestria.”

The stallion stopped wailing, if only for a few minutes. “Oh, and she's got these steel giants with her. They looked a lot like you and your friends, actually.”

“Metal giants?” Megatron became apprehensive as he thought about what these metal giants could be. “Decepticons, it looks like finding out what happened at the Nemesis will have to wait. We're going to investigate these 'metal giants.'” Megatron beckoned for the Decepticons to follow him before running off.

“I have a bad feeling we're about to find out anyway ...” Cliffjumper said to himself before transforming and driving after Megatron.



Out on the streets of Canterlot, a crowd of ponies gathered to see if what the others were saying was true. To see if their worst nightmare had come to life and Queen Celestia had returned, bringing with her all the suffering and misery she was known for. 

The ponies gathered were not happy to see it was true. Queen Celestia had returned, and she'd brought Cadenza and an army of giants with her. Seeing their despot of a queen in the flesh, some ponies shuddered. Others went weak in the knees while some lost what little hope the Decepticons had given to them.

Queen Celestia addressed the crowd, causing those who were at the front of the crowd to gulp nervously. 

“Citizens of Canterlot … I know much has changed during my absence. I realize that, without my gaze upon you, you have bought into the illusion that things can change … that the Decepticons have sold you on the sham that your lives can be improved. That they can be better and more … fulfilling. I am here today to tell you that you are wrong. The Decepticons have lied to you. Now that I have returned, everything will be going back to the way it was  – the way its are supposed to be. Effective immediately, any changes the Decepticons have enacted to Canterlot legislature are to be undone and ignored.”

“Excuse me.” A voice in the crowd said as he pushed his way through and attempted to reach the front. “Pardon me. Sorry. Pardon. Excuse me.” A befuddled crowd moved and adjusted to allow this pony safe passage through. It would be rude not to let him through, even if they all thought he must have been mad for trying to reach Queen Celestia.

“Here we go.”  Fancy Pants emerged from the crowd and locked eyes onto Celestia. When Celestia focused her gaze on him, he couldn't help but shiver from her cold eyes. He held his ground.

Celestia was amused by the determined look on his face and display of foolish bravery. “And who might you be, that dares to speak to me directly?”

“Fancy Pants, Your Majesty.” Fancy Pants bowed out of courtesy. “I represent the workers of the industrial sector, and I'm here today … well, I'm here today to tell you no.” 

The crowd gasped at Fancy Pants' belligerence. Twilight and Cadenza glared at him.

Celestia chuckled. “No? Whatever do you mean by that?”

“I mean, no, things will not be going back to the way they were!” Fancy Pants insisted. “As much as it might pain to me to admit, the Decepticons have done some good work here. They've improved our quality of life here, in that now we can LIVE instead of just 'surviving'! We no longer have to worry about if we'll make enough to feed our children hay. We don't have to look over our shoulders at every corner for fear a Royal Guard will arrest us for some minor offense! And to toss all that aside, simply because you say so, well … to me, that would seem to be the epitome of cowardice!”

“You are rather eloquent for a manual laborer.” Celestia said. 

Fancy Pants coughed, not sure how to take a compliment from Celestia. “Er, thank you, Your Majesty.”

“I can see you have all forgotten much in my absence.” Celestia walked towards Fancy Pants. “I had hoped Cadenza would have been able to ensure Canterlot remained unchanged from the way I left it, but now I see my confidence was misplaced.” Celestia gave Cadenza a glare out from the corner of her eye. Cadenza shamefully turned away. 

Celestia continued to advanced on Fancy Pants. “You have all forgotten what is like to live under my reign. You need to learn how to address royalty again. You need to learn your place again. And most importantly ...”

The tip of Celestia's horn glowed with teal light.

“You need to learn how to fear me again.” 

Celestia electrocuted Fancy Pants, an arc of lightning bouncing from her horn to his body. Fancy Pants' body twitched and went into spasms as he was overwhelmed by the energy. Every so often, there would be a flash and his bones would become visible, giving the crowd an grotesque example of what kinds of fate awaited them, should they attempt to revolt against Celestia's will.

When Celestia was satisfied with Fancy Pants' torment, she terminated the spell. Fancy Pants, his white coat painted black with electrical scorches, fell to the ground. Every so often, his unconscious body would give off an erratic twitch.

Megatron and the Decepticons soon arrived. Megatron, in jet mode, flew over the crowd and transformed, landing in front of the crowd.

“Fancy Pants?” Megatron was shocked to see what had become of Fancy Pants, but it was nothing  compared to his reaction to the metal giants standing behind Celestia. 

The metal giants were the Autobots. The same Autobots whom Megatron had been keeping prisoner inside the hold of the Nemesis. The Autobot legion stretched out as far as the eye could see, going out of the city and down the mountain. Celestia must have reactivated every single one of them. Megatron realized it must have Celestia who stormed the ship and retrieved the Autobots therein.

“How you doin', huh?” Rodimus asked Megatron, smugness dripping off his words. He could see Megatron's jaw slackening as the graveness of the situation set in. “Wanted tah introduce youse tah a couple of buddies of mine.”

“Who is this?” Celestia pointed to Megatron.

“That's Megatron.” Twilight Sparkle answered. “He's a big meanie who leads the Decepticons.”

“That's right.” Megatron deployed his sword, which was mounted to the underside of Rumbler. “'Meanie' is debatable, but I am the leader of the Decepticons.” Megatron brandished his blade at Celestia. “And I will protect these ponies from your tyranny.”

Celestia raised an eyebrow. “Is that so?”

Megatron nodded. “You … you were the one who triggered the alarm from the Nemesis, weren't you?" 

Chrysalis stepped forward. "Did you hurt my Changelings?"

"Changelings?" Celestia asked. "Oh, is that the name of those little pink bugs that I crushed beneath my heel?" Celestia smirked.

"You!" Chrysalis could barely contain her rage, her horn sparking. Megatron put a foot down in front of her to keep her from charging Celestia.

Megatron turned back to Celestia. "You went in there and you rescued the Autobots. Why?”

“To serve as my war machines.” Celestia explained to him with a smile. “My normal army just doesn't cut it anymore ...”

“Are you mad?” Megatron exclaimed. “You can't control the Autobots! They're an unruly mob bent on plundering the galaxy for resources. They'll destroy your planet and kill everyone on it for fun.”

“I do love rampant destruction.” Celestia said. “Now if you'll kindly remove yourself from my path, I have a throne I'd like to return to.”

Megatron shook his head. “I can't allow that, Your Majesty. I cannot allow you to take control of the Autobots, and I cannot allow you to return to your throne in Canterlot and plunge these ponies into poverty and despair. To that end, Queen Celestia ...” Megatron swiped his sword through the air. “I challenge you.”

Celestia took one look at him, getting a measure of his combat ability. “You're not worth my time.” Celestia turned away from him, and Megatron could tell she was about to give orders to the Autobots to attack.

Megatron grimaced. He couldn't let that happen. There were dozens, if not hundreds of Autobots present. Megatron knew his forces couldn't fight off so many Autobots, even with the Stunticons and their combined form of Menasor on his side. Menasor would only be able to defeat so many of them before they wore him down. In fact, Megatron had a vague recollection of a combiner team being present amongst the deactivated Autobots, which would remove any advantage Megatron stood to gain.  

No. He had to fight Celestia and defeat her, and he had to manipulate it so her defeat represented the defeat of the Autobots as a whole. There was no other option. His morality wouldn't allow him to surrender and leave Canterlot to Celestia's not-so-tender mercies, and trying to fight the Autobots with his small forces would be suicidal.

“Celestia!” Megatron shouted for her attention, excising the “Queen” part from her name as a deliberate grab for her attention. It worked, as Celestia turned to face him. “What if I were to make it more interesting for you?”

Celestia grew intrigued. “I'm listening.”

“How about a wager?” Megatron smiled, knowing he had Celestia right where he wanted her.

“Go on ...”

“A duel. One on one, between you and I.” Megatron explained. “If I win, you have to leave Canterlot and deactivate all of the Autobots … including Rodimus and the Aerialbots.”

“And if I win?”

“You don't have to do anything. I'll gather up my Decepticons and together, we'll leave Canterlot and exile ourselves into the wilderness.” 

Protests ensued from the other Decepticons.

“What?” Motormaster reacted in surprise.

“No way!” shouted Cliffjumper.

“I sure hope you know what you're doing ...” Starscream muttered.

Megatron knew his plan might prove unpopular with the Decepticons. He had little to work with, and he needed to barter something which would tempt Celestia into accepting his terms. It was a risky gamble, to be sure – the willing exile of the Decepticons if he lost. But what he stood to gain – the complete deactivation of the entire Autobot army – well … he had to risk it. He had to take the chance.

“Oh, I do so enjoy a good gamble.” Celestia smirked. “Very well. I accept your terms.”

“What?” Twilight Sparkle was incredulous. “Queen Celestia, you can't be serious!”

“Hey! Don't I get a say in dis?” Rodimus placed his hands on his chest. “I got my freedom at stake here too, ya know!”

“No.” Celestia told him, causing a stunned Rodimus to turn silent.

Celestia marched forward to meet Megatron on the field of battle. When Twilight Sparkle attempted to join her mentor, Celestia held out a wing to hold her back.

“No.” Celestia told her. “This has to be between Megatron and I. Those were the terms of the duel.”

Megatron had to do the same thing to Starscream, whose first instinct was to rush in and protect his leader. “No, Starscream. I have to face her alone. Those were the terms I set, and I intend to honor her. Understood?”

“Understood.” Starscream backed off and crossed his arms. “But that doesn't mean I have to like it.”

Megatron nodded in acceptance of this before walking up to meet Celestia.

“He's so much bigger than she is.” A pony in the crowd observed. “He could stomp her. How is she going to stand a chance?”

Megatron and Celestia walked towards each other until they were an equal distance apart. Megatron closed his eyes and gave Celestia an honorable bow. Celestia was courteous enough to return it.

Now the duel began.

Both Megatron's and Celestia's first thought was to take to the air, where they had a significant amount more room to maneuver than in the crowded Canterlot streets. Once they were both at a respectable height off the ground, Megatron made the first move. He charged at Celestia with an outstretched fist. The fight had only just began; there was no need to get into fancy tricks. Besides, by opening up with an incredibly simply attack, Megatron could lure Celestia into a false sense of security before taking her by surprise with the more advance moves in his repertoire.

As it turned, Megatron may have been the one in a false sense of security the whole time. Before his fist connected with any part of Celestia's body, Celestia held her hoof out and caught it, not only blocking his punch and stopping the momentum Megatron gathered, but injuring his hand as well.

Megatron jerked his hand away and inspected the damage. His ring finger and middle finger were cracked all over, almost to the point of breaking off his hand. Even factoring in Celestia's horseshoes, there was no way an organic should have been able to inflict this kind of damage to Megatron's fingers.

“What … are you?” Megatron asked, taking his eyes off his fingers and looking at Celestia.

“I am your doom.” Celestia's horn began to glow, warning Megatron of her attack. She fired a simple white beam at him.

Megatron, though on edge by how easy it was for Celestia to injure him, refused to be intimidated. Using the thrusters in his feet, Megatron moved to the side to avoid Celestia's beam. He drew up his arm-cannon and fired at Celestia, who dodged his attack before firing again.

On the ground below, Twilight Sparkle was observing the fight.

“This isn't getting us anywhere.” Twilight began to charge a spell in her horn.

“Oh no you don't.” Starscream noticed and aimed his arm-cannon at Twilight. 

Cliffjumper wrapped his arms around Starscream's shoulder and pulled him away. “You can't do that! If you fire at her, it'll provoke the Autobots!”

“You're right.” Starscream admitted, Cliffjumper releasing his hand. “Still, I have to do something ...” Narrowing his eyes, Starscream aimed his cannon upwards. 

Twilight and Starscream both fired at Megatron and Celestia. Celestia and Megatron barely avoided the shots.

“Twilight Sparkle!” Celestia snapped. “I told you not to interfere!”

“Starscream, I thought we talked about this!” Megatron shouted.

Celestia glared at Twilight Sparkle, who shrugged. It proved a distraction long enough for Megatron to reach over and clock Celestia with his fist, knocking her flight path askew. Megatron disliked resorting to such a cheap shot, but there was too much at stake.

Celestia growled at him. Celestia fired a sustained white beam from her horn. Megatron responded with a sustained green beam from his cannon.

The two beams collided in mid-air, each pushing against each other and trying to overpower the other. It was difficult to say who had the advantage; sometimes Celestia's beam would gain ground, only for Megatron's to push it back. It went back and forth several times, with Celestia ultimately becoming triumphant and overwhelming Megatron. Her beam cut through his beam and struck him on the chest, causing a small explosion. 

By the time the smoke cleared and Megatron could see again, Celestia had closed the distance between them and bucked him, creating two distinct cracks around Megatron's chest. Refusing to let Megatron have a single moment to recover, Celestia fired a magical blast at point-blank range. It impacted Megatron with full force and sent him plummeting into the side of the mountain Canterlot was built into.

Megatron crashed into the mountainside, carving a huge chunk out from the mountain. Rocks and pebbles fell around him, kicking up dust and dirt. 

Twilight Sparkle and the Decepticons on the ground moved to follow the fight. 

With a smile, Celestia approached the site of Megatron's crash-landing, expecting to find him lying broken and defeated under a pile of rocks. She was taken by surprise when energy projectiles of varying colors - including red, green, and yellow - shot out from the cloud of dust.

Megatron roared and rocketed out from the cloud of dust. He transformed into jet mode and flew at Celestia at full speed, meaning to ram – and possibly impale – her with the tip of his nosecone. Celestia thwarted his efforts by creating a force field around herself, resulting in Megatron's nosecone pressing uselessly against a purple barrier. The force field shimmered and pulsated, giving off light as it resisted the pressure the metal nosecone exerted on it.

Megatron transformed to robot mode and slammed his fist down on the force field. Celestia sat inside her protective bubble, content to let Megatron wear himself out.

Megatron deployed his arm-blade. He raised the blade over his head and brought it down on the force field, not achieving anything other than fluctuations in light as the force field repelled  his attack. 

“Grr ….” Growling and gritting his teeth, Megatron grabbed the blade in one hand and removed it. While it was normally attached to his cannon, nothing prevented Megatron from detaching it and using it as a more traditional sword. Megatron proceeded to slash and hack at the force field, banging his sword against it. But no matter how much power he put into his swing, the force field wouldn't break.

Recognizing he needed to to change tactics, Megatron transformed into jet mode and flew into the sky. Strafing Celestia's position from the clouds, Megatron fired a barrage from his many, many laser cannons. 

Inside the force field, Celestia winced, which Megatron took be a good sign his strategy was working. He veered to the right, pelting Celestia's shield with another barrage before flying around and hitting her from the other side. The force field began to crack, so Megatron felt emboldened and fired one last volley, which was too much for the force field to take. It faded into nothingness.

Megatron tried to press the advantage, transforming into robot mode. Sword held in his hand, Megatron charged at Celestia and attempted to slash her. 

Celestia ducked to the side, avoiding what might have been the finishing blow. Celestia charged up her magic and fired a beam at Megatron.

Megatron, bitter she had avoided his sword, indulged her. Meaning to beat her at her own game, Megatron fired a beam at Celestia.

This would be his undoing.

As before, the beams collide in the middle of the air, pushing against each other to prevail. 

This time, however, Celestia had a trick up her sleeve. Closing her eyes for a brief moment, Celestia focused. When her eyes opened again, they had turned a glowing white. Celestia's beam increased in size and intensity, overpowering Megatron with ease. The beam struck him square in the chest, producing an explosion. When the smoke cleared, Megatron's entire body was covered in cracks, and he was leaking Energon in places, including his chest, arms, and mouth.

Celestia chuckled at him.

“As I said before … you're not worth my time.”

Celestia's horn lighting up was the only warning Megatron had before a series of laser and beams and exploded her horn, in what might have been a cruel mockery of Megatron's own laser barrage attack. 

The massive volley of spells curved around and headed straight for Megatron. Megatron had little time to react. Each and every magical bolt hit him dead on the mark, creating explosion after explosion after explosion, which tore apart his body and torn him apart from the inside. One explosion even removed his leg from the knee down.

Megatron's optics flickered. “Ooh ...”

Letting out a pitiful groan, Megatron's engines shut off and he fell to earth. Megatron's body hit the side of the mountain and tumbled down. On his way down, he would occasionally hit a jagged rock, which shredded his already damaged body even further. Sprockets, gears, and springs bled out from Megatron's wounds as his battered body was beaten by the rocks until he landed at the base of the mountain.

“MEGATRON!” Starscream shouted, recognizing how severe Megatron's damage was. 

“MEGA-DUDE!” Soundwave added, showing his concern in own way.

They, and the rest of the Decepticons, and Chrysalis, either flew or slid down the mountain, using their own feet as skis until they hit the bottom, where the Decepticon leader lay. Broken, battered …

Defeated.

“Megatron?” Starscream and the other Decepticons gathered around his body. “Lord Megatron? Say something.”

“Come on, Mega-dude ...” Soundwave begged. “Don't leave us hanging!”

Megatron's optics briefly flickered back to life. He looked around at the Decepticons. He turned his head. When he spoke, it was a wheezing gasp. It was clear even something as simple as speaking put a strain on his systems.

“Star … scream.”

Starscream knelt by his leader's side. When Megatron held out his shaking hand, Starscream put both his hands on it.

“I'm here, Megatron. What do you need?”

“The damage ...” Megatron coughed. “Is too great … I … I won't … ”

“You won't?” Starscream asked. “You won't what? What are you saying?”

“Megatron, sir.” Soundwave saluted. “Don't leave us like this.”

“Starscream ...” Megatron said. “You … have been by my side for as long as I can remember. I have … always been able to … rely on you for advice. For anything. On … multiple occasions, you've ... demonstrated your resourcefulness and ... strategic thinking. You've proven … to me … you have what it takes. That is why ...”

“No.” Starscream clutched Megatron's hand, in denial of what was happening. “No, don't. Don't you dare. Not like this. Not like this.”

“I want you … to lead the Decepticons. They need … a capable commanding officer  … and that's you.”

Starscream threw Megatron's hand down in anger. “Lead them yourself.” 

“I … know I can … count … on ... you.” Megatron's face turned upward in a weak smile before his optics flickered. They dimmed before going off and turning pitch-black.

Chrysalis covered her mouth, attempting to hold back her tears as the reality sank in on her.

“Get up.” Starscream pounded on Megatron's chest. “Get up.” Starscream pounded his chest. Starscream stood up and kicked Megatron in the side. “GET UP, DAMN YOU!”

“Starscream.” Cliffjumper grabbed Starscream's shoulders. “He's gone. There's nothing we can do for him.”

Chrysalis sniffled. Soundwave pressed a button on himself and played the song of a funeral march. Side Swipe bowed his head, as did the Stunticons.

“Oh my.” Celestia observed all this from above. “It appears I've won the duel. And you know what that means ...”

Celestia landed on the ground. Twilight Sparkle walked up next to her.

“Shouldn't we be doing something? Shouldn't we attack them?” Twilight Sparkle asked.

“Not yet, my dear Twilight Sparkle.” Celestia answered, draping a wing around her. “Let them grieve. Let them … suffer. Then we will set the Autobots on them.” Twilight, satisfied with this plan, snuggled into Celestia's wing.

Starscream turned away from Megatron's body. “Decepticons, transform and rise up. We're leaving this place.”

“But … Starscream.” Chrysalis asked. “Where will you go? Where will we go?”

Starscream shook  his head. “I don't know.” He looked up to see the Autobot army marching out from Canterlot, climbing down the mountain to pick off their hated Decepticon foes while they were still reeling from and mourning their leader's death. “Right now, anywhere that isn't here will do.”

Starscream transformed into jet mode and flew away. The other Decepticons followed his lead, transforming and driving away from Canterlot. Motormaster stopped to collect Megatron's body, hauling it on the hitch of his trailer mode. 

Chrysalis stopped to take one last, longing look at Canterlot. For six months now, this place had been her home. She had made friends here. She saw a future for herself and her Changelings here.

Chrysalis, keeping her gaze on the ground, turned and flew away from the mountain.

She didn't look back.
> Glass Kings
> --------------------------------------------------------------------------

Out in the woods by Ponyville, there were Decepticons a-creeping.

Starscream stuck his head out from behind a tree, taking a quick look to make sure their operation was still as planned, and his operatives hadn't done something to jeopardize the mission. 

Starscream stuck a finger to his head, pressing a button and activating his commlink. “This is Starscream, checking in. What's your status, Chrysalis?”

“I'm fine. We're grabbing as much bread as we can. Really, Starscream, you worry too much.”

“Considering the nature of our mission, and the fact we just lost our leader, I will not be faulted for worrying.” 

“Starscream, you keep worrying like that and letting little things get to you, you'll get wrinkles!”

“Robots can't get wrinkles.”

“My point still stands. If you keep going on like this – oop, gotta go!“

Starscream heard a door creak open on Chrysalis' end of the line.

“Hey!” A masculine pony with an Italian accent exclaimed. “What's going on here, eh?”

Starscream smirked to himself as he heard the clatter of Chrysalis' hooves on the wooden floorboards as she ran to get out. The mission may have been at risk, but Starscream couldn't help but satisfaction at the vindication of  his worrying.

“See? My worrying doesn't seem so wrong now, does it, Chrysalis?” Starscream dared to raise up higher, trying to get a good look at inside Ponyville..

“Har-har-de-har. That's not funny.”

“Do you need the rest of us to come get you?”

“No, no, we got all under control. We're hopping into Cliffjumper now.”

Inside Ponyville, the pony chased Chrysalis and her squad of four Changelings as they made off with bags of bread. One of the Changelings looked behind them to see the pony still chasing them, even after they reached their rendezvous with a car-mode Cliffjumper. Cliffjumper opened his doors and the Changelings hopped inside.

Cliffjumper wanted them to hurry it up and hustle along. “Come on, people! Go, go, go! Let's hustle!”

“Oh, don't get your turbines in a twist.” Chrysalis crawled into the driver's seat. Once all the Changelings were in, Cliffjumper slammed his doors and revved his engine.

“Ooh nooo!” The pony exclaimed, realizing he was never going to catch up to the Decepticon car once it took off. “Now I will have to bake more bread!”

“Hey!” Chrysalis shouted through Cliffjumper's lowered car window. “At least you can bake more bread! The pones in Canterlot can't even manage that!”

The baker pony gave them an odd look. “I don't understand. If you just wanted bread for the Canterlot ponies, why wouldn't you just pay for it? I'd be happy to make you a sale!”

“Because!” Chrysalis shouted back. “Do you know what Celestia would do to you if she found out you were collaborating with the Decepticons? She'd probably separate your head from your neck or something! This way, when we steal it and she finds out, all she can be mad about is that you couldn't stop a theft, rather than being mad about you working with those she's dubbed 'criminals!' We're stealing this bread from the rich (or at least the financially stable) to give to the poor!”

The baker tilted his head. “So … what, you're like giant robot Robin Hoods?”

Chrysalis giggled. “Sure! I never thought about it that way!” 

Cliffjumper's engine gave a loud whir, and off they went, Cliffjumper tearing up the dirt roads.

Starscream smiled at a job well done. 

Mission accomplished. He thought. Now, on to phase two …



The ponies of Canterlot were lamenting their lot in life. For a brief period, celestial war machines had liberated them from their cruel matriarchy, and for a while, life was good. But in the span of a single day, their tyrant and oppressor had driven out the giants and reclaimed her throne from which she was long absent. To make it even worse, she had brought new giants of her to ensure her wills were enforced, her law obeyed.

Out on a market square, an Earth pony colt walked up to a fruit stand. The owner of the stand wasn't looking forward to the customer. It would be the same thing as it always prior to the Decepticons taking over. The pony looking to buy fruit wouldn't have the money to pay full-price, and the owner would have rotten or unhealthy crops which wouldn't be worth the price tag anyway, assuming he even got them out of the ground in one piece. They would agree for the customer to pay less than asked for a tomato which was shriveled up and discolored. And this dance they would repeat, only now it was slightly more worrisome under the hateful optics of watching Autobot sentries.

Right as they begun to carry out this transaction, their attention was drawn elsewhere. First by the sound of rocket engines, followed by ponies clamoring and pointing at the sky in awe.

“Look, everypony!” A mare pointed at the sky. “It's the Decepticons!”

“Decepticons?” The Autobots standing guard exclaimed. 

Starscream, in his vehicle mode, was streaking across the sky, doing fly-bys and sweeping over the market square area. 

“We'd better call Celestia.” One of the Autobots said and walked off to fetch their Queen. The other Autobots remained and aimed their weapons, attempting to shoot Starscream down with their laser-fire.

Starscream was undaunted and continued flying while barrel-rolling and somersaulting to avoid their blasts. He flew over the area one more time and dropped his payload – a huge sack stuff to the brimmed with fresh bread. The sack hit the ground and split open, revealing its contents to the ponies. 

The ponies were eager to receive this gift and immediately began crowding around the bag.

“Easy, easy, everypony!” A stallion cried out as greedy hooves began to swipe loaves from the bag. “I know we're all hungry, but there's no need to trample anypony! There's plenty enough here for all of us!”

His mission done, Starscream turned around and flew off towards friendlier skies. Meeting up with the rest of the Decepticons, hidden somewhere where the Autobots couldn't find them, but they could see the results of their work, Starscream transformed to robot mode and descended to greet them.

“Excellent.” Starscream braced his fists against his hips with a smile. “We've got the ponies of Canterlot some extra bread. Good work, everyone.”

“I wouldn't celebrate just yet. Look!” Cliffjumper pointed to the square.

The other Autobot was returning, and Celestia was in his company. He walked with her to the square, w where Celestia stopped and observed as the ponies grabbed the bread from the sack.

“So, as you can see, the Decepticons gave them some bread.” The Autobot said. “I figured you might have some choice words about that. What do you want us to do?”

Celestia drew her head up and held her gaze to the sack. With a countenance like a wrathful dragon in her eyes, it did not take long for her to make a decision.

“Burn it.” Celestia said. The Autobot began to move. “But only half of it. Divvy it up into two piles and burn one. I want these ponies to understand they live as I see fit, so to express a small shred of mercy would do that quite effectively.”

Grumbling at Celestia's, to him, over-complicated way of handling things – if it were up to him, he'd just burn it all and be done with it – the Autobot nevertheless complied with her demands. Marching up the sack, his mere prescene was enough to cause the ponies to back away from the bag.

The Autobot bent down and scooped a large portion of the bread into his arms. Dumping it onto the ground some distance away, he pulled out his weapon and fired at the bread, the heat from the laser more than enough to set the pile alight.

As the devastated ponies watched the food go up in flames and go to waste, Queen Celestia stepped into the middle of the square.

“Obviously, in my long absence, you have forgotten my rule. You have forgotten how I govern my kingdom. So I say, let this be a reminder to you all; you eat, you drink, you breath, you live solely at MY discretion.” 

Queen Celestia turned back to the flaming bread.

“I admit, It has been a long time since I first set out to conquer Tirek's land. So for now, I will forgive you and let this slide. But this was one reminder.” Queen Celestia turned her eyes on the crowd and glared. “I do not want to have to give another. Understand?”

The terrified ponies bowed their heads and nodded, some of them going as far to drop to the ground and put their hooves over their heads in fear.

Celestia maintained a neutral expression. She gave the untouched, still-edible bread a disdainful gaze, as if was beneath her notice, not worthy of even existing in her presence.

“Enjoy your bread.” Celestia said  in a level tone, despite the inherent cruelty in her statement. She began to walk away to return to her castle.

Watching all of this unfold, Starscream scowled and shivered with rage,  his fists clenching. Unable to contain his anger, Starscream put his fist through the nearest wall of a building.

“Starscream!” Chrysalis yelled, and the other Decepticons expressed their concern as well.

“Careful!” Cliffjumper said. He looked around to be sure nopony had noticed. “You don't want the Autobots to know we're here, do you?”

“You're right.” Starscream brushed his hand against his head. “I'm sorry. I'm just so … frustrated at our – our impotence!” Starscream stomped the ground. “We lost Megatron, and I know in my Ember that he would want, more than anything for us to help the impoverished ponies of Canterlot. We tried and almost succeeded, but then Celestia had to come and ruin it, and with the full force of the Autobots around, there's nothing we can do about it!” It was obvious to everyone Starscream was frustrated, even without him swinging his arms around and throwing his fists aimlessly through the air.

This was how they had been operating since Megatron died. They fled into the forest around Ponyville and began running operations to steal supplies and resources from the far-better-off Ponyville and bring them to Canterlot for the ponies there to use. As the baker pony had put it, they were like a bunch of giant robot Robin Hoods. Some days, they were actually quite successful and make the ponies' lives easier … others … other days were like this one, where Celestia showed up and sabotaged their efforts while also twisting to her own ends, leaving the bread the way she did so the ponies would recognize her “mercy” and kneel before her.

“Decepticons ...” Starscream raised his hand and made a gesture, closing his fist. A signal to the other Decepticons to follow. There was an obvious bitter taste to his voice. “Let's go. We're done here.” Starscream proceeded to lead them away from Canterlot.



Celestia and the Autobot guards returned to the castle. The castle was built with wide, open space meant to impress visitors, as befits a royal palace, but the open space and raised ceiling also made it possible for the Autobots to walk around freely, though only just. Although getting in and out of doors was something of a bother.

As they returned to Celestia's throne room, the Autobot guard couldn't help but express his dissatisfaction. 

“Look, all  I'm saying is that if we were gonna do that, we should have burnt all the bread. Not just half of it. And maybe shot a few of the townsfolk, too. You know, make an example out of them.”

Celestia and the Autobot entered the door to her throne room, where Rodimus stood watch. Celestia turned to the Autobot. 

“Tell me. On your world, do they have military rankings where you come from?”

“Uh, yes, but I don't see how -”

“Then you should know,” Celestia interrupted him, “that soldiers not question their superiors, nor their queens.” Celestia walked away from the Autobot, making it clear she was going to have the last word.

“Aiee ...” Leaving Celestia be, the Autobot went to Rodimus and engaged in conspiratorial whispers. “Rodimus. how long are we going to have work for her?”

“As long as a time where it's beneficial to both us. She wants an army, we want a base and a claim to the planet.” Rodimus said. “So calm down and pipe down.”

“Calm down? While trying to work for this witch? Where's Optimus Prime?”

“Optimus Prime is dead and lying at the bottom of some river. So for the time being, I'm the leader, and I say we follow her, capaschie?” 

“Optimus … is dead?” The Autobot's jaw hung open. “N-no. I can't believe it.”

“Ricochet, my friend, the sooner youse accept it, the better it'll be for all of us.”

Ricochet paused. After a moment's consideration, he nodded and left the room, leaving Rodimus to observe Celestia by himself.

“I'll tell youse one thing, though.” Rodimus muttered under his breath after Ricochet had left. “That time may be running out sooner than youse might think ...”

Celestia, meanwhile, paid no mind to the Autobots or their whispering. Let them conspire among themselves, she thought. She would deal with it only when it became a problem for her. She looked up and out at the window, regarding the sky with wary, thoughtful eyes, as though the sunlight beaming down  on her reminded her of difficulties and trials long past. Of enemies thought dealt with long ago.

“These … Decepticons continue to be a thorn in my side.” Celestia said. “I need some way to deal with them, but what?” Celestia continued to regard the skyline. “I should visit my faithful student.”

She broke away from her reminiscing and left the throne room. Passing Rodimus on the way, who had his arms crossed and his optics tracking her movements, Celestia acknowledged his presence with the barest of nods.

Making her way through the castle, Celestia found Twilight Sparkle in her old study room, which Twilight proved more than happy to take up residence in once she and Celestia patched things up between them. She was hunched over on her desk, pouring over a book. 

Celestia leaned against the doorway, crossing one leg in front of the other. “And how are you this fine morning, my faithful student?”

Twilight was caught off-guard by Celestia's surprise visit and scrambled to face her, making a mess of her desk in the process. “Oh, fine! Just fine, Your Majesty. To what do I owe the honor this visit?” Twilight went up to Celestia and nuzzled her chest, a gesture Celestia returned with a nuzzle of her own, reaching her neck down and curling it around Twilight's neck.

“Oh, nothing much.” Celestia said. “I just thought I'd stop by and see how my faithful student was doing. Are you adapting well to life back in the castle?”

“Mm-hmm.” Twilight nodded, continuing to enjoy their tender nuzzling. “ … you know one of these days, we're going to repeat nuzzling each other like this and it's going to end with one of us taking a knife to the other?”

“Oh, yes, I'm aware. But until that day, I intend to enjoy it while it lasts.” Celestia lifted her head and cast her eyes on Twilight's desk. “Why don't you show me what you've been working on?”

Twilight separated herself and clapped her hooves with a smile, eager to show off her work. “Come and see, come and see!” 

“Oh, you look so cute when you get excited about research.” Celestia joined Twilight on the desk. 

Twilight ran to the desk and picked up a book from it, levitating it into the air with magic. “I've been reading over Star Swirl's writings and trying to decipher hidden meanings in the text.”

“Ah, Star Swirl!” Celestia exclaimed. “He was one of my favorite retainers … it's still too bad he went insane and I had to exile him.”

“I know.” Twilight said. “They called him Star Swirl the Crazed. They said he was crazy! That he was mad! That his so-called prophetic visions were the hallucinations of an old, decaying feeble mind! Well, as it turns out, he might have been crazy, but he also might have been on to something.”

“Oh?” Celestia bent down to read the book over Twilight's shoulder, quite curious to learn if Star Swirl wasn't as crazy as she thought.

“Yes. There's a lot in here that doesn't make a whole lot of sense, but he was right about one thing.” Twilight held the book in her hooves. “Somehow, he was able to predict the coming of the Autobots and the Deepticons to Equestria. Look, see? Right here, it says “And from a comet made of iron and steel that they use to travel among the stars, the metal giants will descend upon Equestria. They will crash their comet into the base of a mountain in the far north of Canterlot and pour out from therein ...” Just like the Autobots' and Decepticons' ships crashed into a mountain near Ponyville!”

“Why, you're right.” Celestia said. “There is no way this is a mere coincidence. I will assign a team to investigate this at once.” 

“Oh!” Twilight raised her hoof, bouncing on her hooves. “Can I lead the investigation?”

“Of course, my student.” Celestia said. “However, I have another task I need you to complete first. Tell me, during my time away, did you make any friends in Ponyville?”

“Yes, actually!” Twilight put a hoof to her chin, smiling as she recalled the good times she had with her friends. “There's Rainbow Dash, Fluttershy, Rarity, Applejack, and Pinkimendia Diane Pie.” It was only after saying their names out loud did Twilight realize giving Celestia the name of her friends might be a bad idea, given Celestia's manipulative nature and general nasty disposition. “Whyyyyyy do you ask?”

“Because ...” Celestia said, wrapping Twilight Sparkle in her wing and picking her up. “If you trust these ponies, and if you have faith in their abilities, then I want you and them to be my new task force to eliminate the Decepticon stragglers! I have some suspicions they are operating around Ponyville, and it would behoove me to have a task force who know their way around the area.

Twilight nodded, accepting Celestia's reasoning, and she saluted her Queen. “You can count on us.”



Out in the backwoods on the outskirts of Ponyville, the growl of car engines could be heard. Cliffjumper and Side Swipe drove through the forest, wheeling and rolling around until they came to a stop on a rough ledge near Ponyville, close enough any potential Autobot guards could be watching.

“Okay, we're here.” Cliffjumper opened his door. “Now go find your contact. And make it quick.”

Diamond Tiara put her hoof on Cliffjumper's roof as she climbed out. “Cliffjumper, why are you in such a hurry? Do you not want to see my friend?”

Cliffjumper sighed. “It's not that, Diamond Tiara, it's just … I don't want anything to happen to your friend. If Celestia finds out she's been our informant about what we can safely steal from Ponyville … I don't even want to think about it.”

“Don't worry.” Diamond Tiara assured him. “She won't. Silver Spoon is careful about that.” Diamond Tiara gaze further down the ledge, where a silhouette of a small pony was coming into view. “Oh, there she is!”

Diamond Tiara ran towards her friend, eager to embrace her friend. “Silver Spoon!”

“Diamond Tiara!”

Silver Spoon and Diamond Tiara hugged each other, Diamond Tiara taking care to avoid bumping Silver Spoon's round glasses.

“It's so good to see you again!” Diamond Tiara said before putting some distance between her and Silver Spoon. “So, do you have any news for us?”

Silver Spoon shook her head. “Nothing good, I'm afraid. Twilight Sparkle recently came down from Canterlot and got together with her friends. Why she's here or what they're working on, I couldn't tell you, but they're definitely up to something.”

“With Twilight Sparkle and her friends ...” Cliffjumper begin.

“”Up to something” is a pretty safe bet.” Side Swipe finished.

The entire group of them, pony and Decepticon (and displaced Autobot) alike, were surprised by a loud noise coming from Ponyville. It was a whistling, vibrating hum, echoing with a sense of power. A pillar of pink light rose up from the center of Ponyville, stretching high into the sky. Pulling itself upwards, it vibrated like a loose, strummed string of a violin in use.

“What's that noise?” Side Swipe asked.

Cliffjumper and Side Swipe, acting on their first instinct, transformed to robot mode and prepared themselves for a fight. Side Swipe drew his swords, looking around for 

“What … is that?” Cliffjumper asked, awed by the glowing, vibrating pillar.

“I don't know, but whatever it is, we should get Starscream to come check it out.” Side Swipe put down his swords, and he and Cliffjumper transformed to their vehicle modes and popped open their car doors. “Come along, children.”

Diamond Tiara climbed inside Cliffjumper's door while Silver Spoon decided to ride in Side Swipe. The Decepticons turned over their engines and drove off, never looking behind them to see the pillar of light creating an umbrella made of pinkish-purple energy over itself.

Meanwhile, inside Ponyville proper, Twilight Sparkle and her friends met and conversed, discussing the merits of their new responsibility of being an anti-Decepticon resistance group – and in the case of Pinkie Pie, questioning their credentials for it.

“It makes no logical sense.” Rainbow Dash said. “”Twilight Sparkle has faith in you” is not valid criteria to give us the job of removing the Decepticon population from Ponyville. How are a statistical analyst like myself, a daredevil pegasus, a dietitian, a unicorn who enjoys anything to do with mud, and an Earth pony who hates anything to do with mud, possibly qualified to deal with giant alien robots equipped with advanced technology?”

“Oh, Rainbow Dash. You're always so … logical, so … pragmatic, so … boring.” Fluttershy said. “Getting rid of the Decepticons will be fun! It's a great honor that Celestia has given Twilight and us the task of dealing with them, and besides … this is a great opportunity to earn some favor from Queen Celestia, and you can't say no to that, can you?”

“I'm not saying I don't realize the honor we've received, or that I don't see the potential for advancement by doing a good job and pleasing the Queen. But still, is it really logical to choose us for this? We have no advanced training, no weapons, no organized military structure … from my understanding, it seems the Decepticons have their own military structure.”

“You want structure?” Twilight Sparkle asked, some distance away and with her horn shooting light into the sky. “How's this for structure; I'm the closest thing to royalty in this group, and therefore I'm the leader and you all follow my orders. How's that for structure?”

Fluttershy gave Rainbow Dash a look. “Well?”

Rainbow Dash shrugged. “Eh. Good enough, I guess.”

“Don't worry, Twilight!” Fluttershy saluted. “You can count on us! In fact, just call us “Decepticon Hunters!””

“Good!” Twilight said. “Now be quiet. The force field spell is about to take shape, and I need to focus.”

The umbrella at the top of the pillar begin to shoot out multiple beams of light, which crossed each other and overlapped, multiplying it was a solid half-sphere. The sphere began to grow and increase in size, descending on Ponyville and encasing the city and its outskirts inside a glowing, sparkling, pinkish-purple dome.

Not too far away, Side Swipe and Cliffjumper and their pony friends returned to Ponyville, this time accompanied by Starscream and the rest of the Decepticons.

“All right, we're here now.” Starscream said, sounding apathetic. “What is it that you wish us to see, Cliffjumper?”

“It's really weird.” Cliffjumper said. “It's like this tower made of energy. It started in Ponyville and went into the sky – oof!” Cliffjumper smacked himself against the dome, his arms splaying out against the dome. Cliffjumper recovered and pushed himself off, his hands still on the dome. “That wasn't there before.”

“What's this?” Starscream asked, now sounding much more interested and curious.

Fluttershy flew up to meet him, flying in the air until she was on level with Starscream's face. “It's a force field, you bucket of bolts!”

“A force field?” Starscream asked.

“Yep!” Fluttershy said. “See, we know you've been hanging around Ponyville and stealing things, so Twilight Sparkle used her magic to put this force field up which will let us in … but keep you out.”

“Is that so?” Starscream asked.

Starscream held his arms out, readying the blasters mounted to the side of said arms. He unleashed a furious barrage of laser fire on the force field, pelting it with energy bullets. It had no effect, failing to damage or weaken the integrity of the force field in any way.

Fluttershy laughed at Starscream. “Too bad. So sad.”

Starscream shook his fist in one hand and pointed with the other. “If … no, WHEN we get through this force field, Fluttershy … I'm going to kill you first.”

“Oh, I'm so scared!” Fluttershy put her hooves on her cheeks and adopted a mock-fearful pose. 

Her taunting was too much for Starscream to take. Deploying the blade from underneath his arm, Starscream yelled in fury and slashed at the force field. It did little better than his blasters on the force field, succeeding only in creating puddle-like ripples in it from the area where Starscream's blade struck it, but it did at least have the effect of startling Fluttershy and getting her to shut up.

“Decepticons … fall back.” Starscream ordered, turning away from the force field so he didn't have to see Fluttershy's smug, satisfied smirk.



Starscream and the Decepticons returned to their hideout in the forest. There, they began to discuss their next move, for a given value of “discussion.”

“So … what do we do now?” Cliffjumper asked.

“I don't know, Cliffjumper.” Starscream walked and rested his hand on a tree. “Allspark help me, I just don't know ...”

Silver Spoon felt sad for Starscream. She stared him for a moment before Diamond Tiara tapped her on the shoulder. Silver Spoon turned around and was surprised by Diamond Tiara pulling her into a hug.

“It's a good thing we got you out of Ponyville when we did.” Diamond Tiara said. “If I couldn't see you, I … I don't think I could handle the idea of not being able to see you through that force field.”

“I don't think I could have handled not being able to see you!” Silver Spoon replied, returning the hug with fervor.

Starscream watched the two fillies. Seeing them so happy to be with each other should have made him feel happy, but it didn't. It did nothing to lighten his mood. He put his hand up to his forehead, covering his face. “Maybe … maybe we should just give up on Ponyville and Canterlot.”

Diamond Tiara and Chrysalis were shocked. “Give up?”

“That's right, give up. Retreat and regroup and fight Celestia and the Autobots from somewhere else … maybe head into the mountains. Maybe we can find people who we can recruit to our cause and build an army elsewhere before returning to Canterlot.” 

“As your friend, I have to say I'm against this course of action.” Chrysalis said.

“Yeah!” Diamond Tiara said. “You can still take Canterlot and Ponyville from that meanie Celestia!”

“How, Diamond Tiara?” Starscream snapped, his frustration reaching a boiling point. He began to point at the Decepticons and their allies and call out what he, in his anger, perceived as flaws. “We have a a few Decepticon stragglers …” He pointed his finger at Chrysalis. “A bunch of squishy, pink insects ...”

“Hey!” Chrysalis objected.

“A dimension-displaced Autobot who doesn't even belong here ...”

Cliffjumper said nothing.

“A violent, ill-tempered turncoat ...”

“Sustained. That I am.” Side Swipe looked down at the scarred-over Autobot symbol on his chest.

“And a combiner team so fresh off the assembly line they might as well still BE on the assembly line!”

Motormaster crossed his arms, speaking for all of the Stunticons. “Well, now that's just mean.”

“Against the entire Autobot army, sans Optimus Prime, and Queen Celestia, and we all saw what Celestia did to Megatron!”

There was a moment of tense, awkward silence. 

Chrysalis spoke. “Well … at least it doesn't have Optimus, right?”

“Oh, right. Because the removal of ONE AUTOBOT is going to make such a drastic difference … even if it is Optimus Prime.” Starscream glared at Chrysalis. 

He hung his head and rested his hands on a tree. He shook his head and looked up at everyone.

“ … I'm sorry.”

Starscream took his hand off the tree and attempted to compose himself. “Please excuse me. I need to be alone for a moment …” 

Starscream turned and walked away into a deeper part of the forest, leaving the Decepticons behind. Chrysalis, always wanting to be there for her friends and provide a shoulder to cry on, attempted to follow him. Cliffjumper stopped her, putting his foot down in front of her and shaking his head.

Starscream walked. He didn't bother to keep track of how far away from the group he was getting. He stopped when he happened to entered a clearing in the forest.

Taking the opportunity to sit somewhere which wasn't so cluttered by trees, Starscream went into the clearing and stood in the dead center of it. Clear thinking required clear spacing, or so Starscream had heard Megatron tell him more than once.

Starscream let out a sigh, unsure of what to do. How could he lead the Decepticons out of this situation and into a better one? Could he lead the Decepticons into a better one? Was he fit for command?

“Oh, poor Starscream. All the world's woes are on your soldiers.”

“Who's there?” Starscream raised his arm blasters, ready to fire at the smallest sound. Looking around the clearing, he discovered a Cybertronian standing a few feet from him. The Cybertronian was purple and pink, with yellow highlights, his face little more than a visor with some horns on his head. The angular design and points on his body seem to suggest he was of Decepticon origin, but Starscream had never seen him before.

“Your grasp on leadership is tenuous, Starscream.” The stranger said. “You're stressed, you're frustrated, you're doubtful, and everyone can see it. You're transparent. You're like, oh, how did that old famous Cybertronian poem go? A glass king. “Brittle and fragile as he is / A glass king cannot rule.””

“Who are you?” Starscream demanded. “What do you want?”

“Name's Sideways.” The stranger introduced himself. “You might consider me a … contractor, or sorts.”

“A contractor?” Starscream said. “I'll accept that. But the question remains, what do you want?”

“I want to help you.” Sideways said, holding his hands out in an open, welcoming gesture. “I know you're trying to fight Celestia and the Autobots. I can help you with that. You just need to agree to a few terms and conditions, including licensing fees, and I can give you everything you ever dreamed of. I can make you a capable leader. I can make it so Megatron would look down on you and be proud of what you've accomplished. I can give you victory over the Autobots. Your name will be written in Cybertronian history – no! Cybertronian legend!” Sideways walked up to Starscream. “All you have to do is shake my hand.” He presented Starscream with a hand.

Starscream looked at Sidways' hand contemplated the implications of what if he were to take it.

“Come on.” Sideways said. “The other Decepticons are a few yards away. No one will have to know but you and me.”

“That's a fair point.” Starscream continued to look at Sideways' hand. Everything he could ever want. Victory over the Autobots, and his name immortalized as the hero who beat the Autobots and put an end to Celestia's reign. And no one would ever know he had struck a deal with Sideways to make it all possible.

Starscream reached out and took Sideways' hand.

“Yes ...” Sideways hissed. “Huh?” Sideways was confused when Starscream's other hand wrapped around his wrist.

From Sideways' perspective, the world turned upside-down as Starscream lifted him up and tossed him into a tree. When Sideways had regained his bearings, he found himself held by Starscream at knife point, with Starscream's arm blade pointed squarely at his neck.

“Make a deal with a strange mechanoid I meet in the forest, with horns on his head and a mask on his face? You may as well have put “demon's bargain” on your chest in bright, flashing lights.  What kind of fool do you take me for?”

“A rather big one, actually, seeing as you didn't take me up on that offer. Trust me, Starscream, You'll regret not doing that.”

“You'll forgive me if I'm not willing to take your word at face-value. Now, I'm going to ask you questions about who you really are. If I'm satisfied with your answers, I'll remove my sword from your throat.”

“I make it a habit to be the one asking questions, not answering them.”

“Well, I'm afraid today you're going to have to make an exception.”

“Actually, no, I won't. And I'll tell you why. Come closer … I'm not gonna hurt you, I promise. I just want to show you something.” Starscream decided to take Sideways at his word on this. After all, he promised and Starscream did have a blade to his neck. So Starscream complied and leaned in closer. “Closer … closer … ” 

When Starscream's face was inches away from him, Sideways' appearance began to distort. It became blurry and fuzzy, making him impossible to perceive even to Starscream's advanced cyberoptics. The image of Sideways became more and more distorted, before he dissipated completely with a 'blip.' It was if he had …. faded out of reality, somehow.

And so Starscream was left alone in the forest, wondering about this mysterious stranger, who he was, and what he wanted.
> Glass Hopes
> --------------------------------------------------------------------------

In the forest, the Decepticons had an amiable wait for their leader to return. Motormaster leaned on a tree, arms crossed, while Side Swipe sat on a rock, using forest materials to sharpen his blades. 

They were a little concerned with Starscream returned, as he was hurried in his steps and there was a clear sense of urgency surrounding him.

“Ah … you're okay.” Starscream said. “Everyone, listen. I would like to apologize again for my behavior earlier. I believe you can all tell that I'm stressed and frustrated and doubtful of my abilities of being a leader. But that's no reason to take it out on you. Just because I can't help but see my own faults in myself doesn't give me the right to call out those of others.”

“Apology accepted.” Motormaster said.

“Glad to hear it. However, I'm afraid now that I've got that out of the way, there's not much time for hugs and feeling good about ourselves.” One could feel Chrysalis' disappointment from a mile away. “A new player has entered the game. He calls himself Sideways. If you have the chance, I want him caught and interrogated. We don't know who he is, his goals, his powers and abilities, and where his influence is in effect, though he implied he had a great deal. Until we know more about him, he should be considered a priority-one threat.”

“Priority-one?” Motormaster asked. 

“Is that how we organize threat levels?” Cliffjumper asked. “By numbered priorities?”

“Er,  it's … well, we're hardly an active military right now, so I hope you'll excuse me if I use more casual language.” Starscream said. “But yes, I believe that's correct. Either way, we should consider him a threat on par with Celestia or the Autobots until we can confirm otherwise.”

“I don't understand.” Chrysalis asked. “You've only just met him today. How can you say he's on the same level as Celestia?”

“We don't know what his capable of or what resources he has at his disposal. Believe me, Chrysalis, when it comes to military handling, nothing is more dangerous than something that's “unknown.”” Starscream answered.

“Hmm.” Chrysalis looked to the ground and thought about this.

“You're forgetting something.” Side Swipe said. “What he did look like?”

“Decepticon-like. Purple and lavender, with horns on his head and a visor. Yellow highlights. If I were to guess, I'd say his alternate mode is some kind of space ship or Cybertronian craft. Be on the lookout, everyone.  Keep your optics open.”

The Decepticons nodded, confirming they understood how serious of threat Sideways could be.



In the upper hills of Canterlot, Twilight Sparkle and her friends returned to Celestia's castle halls.

“Ah, my little ponies! You have returned.” Celestia approached them at the royal foyer. “How goes your efforts against the Decepticons?”

“Quite well.” Twilight Sparkle answered. “We've erected a force field around Ponyville to keep those no-good Decepticons out. I mean, we'll still need to get around to, you know, mercilessly hunting them down and executing them sooner or later, but they won't be any trouble for Ponyville anymore.”

“Good. Good!” Celestia nodded. “You have done well, my pupil, as have your friends.”

“Thank you, my queen.” Twilight bowed, humbly accepting her mistress's praise.

“Uh, excuse me.” An Autobot came in from outside and walked up to them. “There's some odd fellow hanging around outside the castle. He's looking for Pinkie Pie?”

Celestia and Twilight looked to Pinkie for an explanation of this.

“That's me.” Pinkie Pie said. “Take me to him.”

The Autobot nodded. He proceeded to escort Pinkie outside the castle and to their mysterious guest, standing around as the Autobot guard had described. He was a curious fellow, of a Decepticon's build with purple colors.

Pinkie Pie raised an eyebrow at him. “Do I know you, stranger?”

“Why, Pinkie Pie!” The odd bot curled his hands together. “Don't you recognize your old pal Sideways?”

Pinkie Pie let out a gasp. “Uh – uh … no, it's not that. It's just … I don't think we've met each other in person before. What are you doing here?”

“I was wondering if I could have an audience with your Queen in there.” Sideways pointed to the castle door. “Celestia, I think it was?”

“Er, what for?” Pinkie asked.

“Oh, nothing, just a little business proposal.” Sideways said. “So, will you announce me, or will I have to barge in there uninvited?”

“Of course.” Pinkie said, though the moment the words left her mouth, she began to feel as if she was making some sort of mistake. “One moment, please ...”

Pinkie Pie went back inside where Celestia, Twilight, and the rest of their friends were having an animated and lively chat. Pinkie cleared her throat loudly, getting their attention and making them fall silent.

“Queen Celestia, my … friend Sideways has requested an audience with you.”

“Oh?” Celestia raised her eyebrow. “Very well. Send him in. “

Pinkie Pie turned her neck to the door and raised her voice. “Okay! You can come in! Ladies and gentlemen, may I present to you ...” Like a proper servant, Pinkie Pie rolled her hoof through the air before stepping to the side and bowing. “The honorable (I think) Sideways?”

Sideways entered, ducking to fit in and squeeze himself through the pony-sized door. Once he made it through, he pulled himself up to full height. “Hey! How's everybody doing tonight?”

Celestia, Twilight, Applejack, Rarity, Fluttershy, and Rainbow Dash gave him stares which either blank, bored, or unimpressed.

“Tough crowd, huh?” Sideways joked.

“Speak your business.” Celestia said. “Who are you?”

“Like I said, my name is Sideways.” Sideways walked further into the room. “You could consider me something of a … contractor. I come offering a business proposal.”

“What kind of business?”

Sideways pointed his fingers at Celestia. “Your kind, Your Majesty. See, I know a few things about Decepticons. Whom I'm given to understand have given you trouble lately.”

“You have my interest. Go on.”

“Decepticons, by nature, want peace.” Sideways began, raising up a finger as though giving a lecture and beginning to walk around the room. “They want to negotiate. They want to live in harmony with all things.”

“So, Pinkie Pie ...” While Sideways continued his spiel, Applejack sidled up to Pinkie Pie to talk, invading Pinkie's personal space when she put her leg on Pinkie's shoulder and curled it around before dragging Pinkie closer to her. “I'm curious. How do you know Sideways? You've never mentioned him … a secret boyfriend, perhaps?”

“Something like that.” Pinkie pushed herself out from Applejack's grip. While the two of them talked, Sideways continued with his proposal. “A few days before the Autobots and the Decepticons landed on Equestria, he called me. He told me about the Autobots and Decepticons and exactly what was going to happen when they got here, even before Twilight found them and told us about them. Naturally, I didn't believe him, at first, but those first days, everything happened exactly the way he said it would. I haven't really heard from him since … I wonder why he's decided to show up now?”

"How come you never mentioned him before now?" Applejack asked.

"He ... he asked me not to. He asked me not to talk about him until he was 'ready to reveal himself.'" Pinkie Pie said. "He could see the future, so I thought it best to respect his wishes."

“If you offer the Decepticons peace, the Decepticons will offer you peace.” Sideways said, concluding his speech and brief political lesson on Decepticons.

Celestia leaned her head to one side, curiosity peaked. By now, she began to tire of Sideways' blathering, but his conclusion sparked her interest once more. “What are you suggesting, Sideways?”

“What I'm suggesting is that if you offer the Decepticons' amnesty, send someone to offer them a complete pardon to their crimes in exchange for being made your servants, they will accept it and serve you in the name of peace.”

“Will they?” Celestia was doubtful. “I have seen the Decepticons. I do not think that the Decepticons would be inclined to agree to such a deal, and I have doubts that I could control them even if they were.”

Sideways scoffed. “What? You? Not able to control someone? Pshaw. Where's that cunning schemer who got the Autobots under her command? Where's that manipulator who, cut off from any stabilizing influence, was able to convince the Autobots' combiner to serve her?”

“Hey, how does he know about all that?” Twilight Sparkle asked, whispering to her friends. Most of them shrugged and shook their heads, though Pinkie put a hoof to her chin in thought.

Pink spots appeared on Celestia's cheeks. “You flatter me, Sideways. Very well. Who of my envoys should I send to make this offer, I wonder?”

“I'm glad you asked!” Sideways said. “Because I would like to nominate, my friend and all-around great gal ...” Sideways spun around and clapped his hands before pointing at Pinkie. “Pinkie Pie!”

Pinkie Pie was startled by this nomination. “What? Me?”

“So much for him being your boyfriend.” Applejack commented. “How rude, to volunteer you like that.  He completely threw you under the bus.”

“What do you say, Pinkie?” Twilight Sparkle asked. “Being the messenger of Queen Celestia is a great honor.”

“I … well.” Pinkie Pie grew nervous, before seeing Celestia's comforting and beaming, if with a touch of smugness and knowing, smile. “I'll do it.”

“Excellent. That's what I like to hear.” Celestia said. “I will send a missive out with instructions for Starsquawk and his Decepticons at once ...” Celestia began to walk up the stairs to her room.

Ever toadying, Twilight Sparkle followed her up the stairs while also correcting her. “It's Starscream, Your Majesty.”



Somewhere out in some woods, Starscream moved through the trees. On occasion, the tips of his wings would rustle the leaves on their branches. When the information of Celestia's offer made it into his hands, he couldn't believe Celestia's arrogance, presuming he and the Decepticons would even want her pardon. Still, he figured at least meeting with her messenger couldn't hurt. He might as well at least learn the exact terms and conditions of the deal before rejecting it outright.

Arriving at the designated meeting spot, Starscream discovered Pinkie Pie sitting on a tall rock.

“Ah, you've finally arrived.” Pinkie held up a scroll. “Shall I begin?”

“You may, though don't expect too much. I'm just here to listen to the terms of your proposal before I say no.” Starscream crossed his arms.

“Fair enough.” Pinkie cleared her throat and began to read from the scroll. “Hear ye, hear ye, for all who would listen, by the decree of Queen Celestia. The Decepticons, as you know, have been a rebel group and thorn in my side for some days. By stealing and redistributing wealth, they defy my principles. They break my laws. But it is not too late to turn this around. If the Decepticons will submit themselves to my total and absolute control, I, Queen Celestia,  hereby decree that I will give them official pardon for all their crimes. In exchange, I ask only that the Decepticons act my servants, willingly and unquestioningly, and work together with the Autobots, so that we may all live in peace.”  

Pinkie Pie the scroll down. “Well? What say you, Starscream?”

“I say, 'You have got to be kidding me with this scrap.' Peace? She wants peace?” Starscream balked.

“Careful, Starscream.” Pinkie Pie said. “Queen Celestia is a powerful pony. You don't want her for an enemy. After all, just look at what she did to Megatron.”

“I'm well aware of what she did to Megatron.” Starscream growled. “I was there, you know. I saw it.”

“Then you should know that continuing to defy her is a path that will only lead to your destruction.”

“Maybe it will, or maybe ...” Starscream put his fingers to his chin, thinking. He looked around. “Did you … come alone?”

“Yes.” Pinkie said. “My friends and I wanted this to be a civil conversation, so you'll forgive us for not sending an entire regiment of troops, won't you?”

Starscream smirked.

“That, aside from thinking I would ever agree to this, was your first mistake. STUNTICONS! GRAB HER!”

Pinkie Pie's eyes went wide and she grimaced. The Stunticons came out from behind the trees and bushes.

Pinkie turned around and hopped off the rock, attempting to run away, but the Stunticons were as fast as in their robot modes as they were in their vehicle modes. Tackling himself to the ground and sliding as though he were a baseball player reaching for the home base, Drag Strip grabbed Pinkie and curled his fists around her. “Got her!”

Drag Strip stood up, holding Pinkie by the tail and letting her hang and swing.

Starscream came up to Drag Stripe and inspected his catch. “Good work, everyone.”

“Release me at once!” Pinkie yelled, waving her legs around. “When Celestia finds out about this, you have no idea how much trouble you'll be in!”

“I think you overestimate your importance, Miss Pie. Nevertheless, she should prove useful as a bargaining chip. Come on.” Starscream raised his hand over his head and motioned for the Stunticons to follow. “We'll head back to camp and see if we can't find some duct tape or something to bind her with.”



“Dear Queen Celestia,” Celestia read aloud from a letter. “We have seized your messenger, Pinkie Pie, and taken her hostage instead of agreeing to any deal you might propose. We will hold onto her and keep her safe and unharmed until such a time that we are ready to make a deal with you, once we have figured out, what, if anything of value to us you might be able to offer. Hugs and kisses, Princess Chrysalis.”

Once the information about Pinkie's kidnapping made its way to Celestia and her servants by way of this letter, Twilight Sparkle became upset. “Oh no! Poor Pinkie Pie!” Twilight clutched at her cheeks. “Oh, I knew we shouldn't have sent her to face those mean Decepticons alone!” She buried her face into Celestia's chest. “We have to go rescue her!”

“You.” Celestia pointed her snout at Sideways. “You were the one who suggested we send Pinkie Pie alone. What is the meaning of this?”

“Hey, calm down!” Sideways raised his hands in a mock surrender. “How was I suppose to know the peace-loving, noble Decepticons would be willing to take hostages?”

“Perhaps you underestimated the desperation of their situation.” Celestia recalled. “They are outlaws who have lost their leader and any civil influences they once had. And without Ponyville to raid and pilfer, they can do nothing for Canterlot.”

Sideways raised a finger. “There's an easy way to fix this.”

“Oh? What would that be?”

“You don't really have anything of value to the Decepticons at the moment. Place in your Royal Guard? Forget it. Your official pardon? They don't care about your opinion. But what you do have is a ship full of their inactive comrades.”

Celestia looked to Rodimus. “Rodimus, is this true?”

“Uh … yeah, I guess.” Rodimus scratched the back of his neck. “The boys and I had been meanin' to take all of their bodies and smelt them down for recycling … between losin' Superion and guardin' Canterlot, we haven't really had the chance.”

“Well, there you go!” Sideways said. “You just march on down over to the Nemesis, reactive the Decepticons there, take them prisoner, and tell Starscream you'll give them to him in exchange for Pinkie.”

“One pony in exchange for several Decepticons? Such a trade seems … unequal.” Celestia said.

“Ah, but that's where the beautiful part of it comes in!” Sideways said. “You got the Autobots to obey you. You could control them. I've heard stories about your exploits, Queen Celestia. If anypony could get those Decepticons to come to heel and obey, it's you.” Sideways continued to sing Celestia's praises. He knew her ego was her weakness.

Celestia blushed from her praise. “Well … I am quite fond of psychologically breaking my opponents … and I have dabbled in mind control spells from time to time.”

“See? You've got everything you need! Go down to the Nemesis, reactivate the Decepticons, and convince them to serve you!” Sideways said. “Then, when you offer to trade them to Starscream for Pinkie Pie, once the trade's complete, they … well … I think you can see where this is going.”

“Indeed.” Celestia nodded. “Everypony, let us be off to the Nemesis at once! I seek to expand my growing army of war machines.” Celestia led Twilight Sparkle, her friends, and the Autobots out of the castle.

“Sumthun tells me this ain't such a good idea ...” Rodimus muttered before following them. He didn't trust this Sideways guy. What's his deal, eh? But Rodimus knew better than to pick fights just because he didn't trust someone – he didn't trust half his fellow Autobots, most of the time – and decided he would be … selective about when he would confront Sideways. After a delay, he followed Celestia out of the room.

“And while you're off doing that,” Sideways said to himself once they were all gone, striking a heroic pose with the shield on his arm giving him the look of a knight, “I shall rescue Pinkie Pie.” Sideways once again began to visually distort into static before fading away.



Starscream walked around, wondering what to do with Pinkie Pie. 

“I demand you release me at once.” Pinkie Pie complained, made to sit on a rock while the Decepticons kept an eye on her.

“Not happening, sweetheart.” Side Swipe coldly informed her. “So, Starscream, what do you want to do with her?”

“I don't know yet.” Starscream rubbed his temples. “She's certainly more useful to us alive than dead. My first thought would be to interrogate her, but I'm not even sure Twilight or Celestia trust her enough to give her any useful information.”

“Twilight Sparkle trusts me!” Pinkie Pie exclaimed. “I'm one of her closest friends!”

“Hush, dear. The adults are talking.” Side Swipe said.

Pinkie glared at her. “Has anypony ever told you're are excessively mean?”

Side Swipe shrugged.

“Pinkie Pie, are you sure Twilight trusts you?” Starscream asked. “How do you know? What have you done to earn that trust?”

Pinkie was going to give an answer, but she stopped short of speaking. Her mind was twofold; first, she thought about Sideways, and how she hadn't told Twilight about him. Second, she determined she wasn't going to give Starscream anything useful he could go on. 

Pinkie crossed her legs and turned away. “I'm not telling you anything.”

“Pinkie Pie, it really is in your best interest to be forthright with us.” Starscream tried to reason with her. “Tell us what little you know, or I will have to give serious consideration to torturing you.” Starscream wasn't much for torture. He found it risky and unreliable in getting good results, and it soured relationships with prisoners, not to mention it was uncivilized. But if he planted the idea in Pinkie's head he might torture her, it might scare her enough to make her crack,

“I doubt that. You don't strike me as the type to resort to torture so easily.” Pinkie Pie said.

“Ugh!” Starscream clenched his fingers and let out a frustrated groan. He gave Pinkie Pie a bitter glare. “I'm going to take a walk to clear my head while I figure out what to do with you.” Starscream turned around and walked into the forest. Side Swipe watched him go before turning his gaze on Pinkie, who huffed and turned away from him.

Once far enough to be alone, Starscream sighed to himself. He didn't know what to do about Pinkie. He didn't know what to do about much of anything right now.

“This is ridiculous.” Starscream said to himself. “I'm the leader. I should know what to do. I need help. I need an adviser of some sort. I need guidance. I need … Megatron!?”

Starscream rubbed at his optics to clear them of debris. He couldn't believe what he was seeing. Megatron was standing before his eyes, as polished and clean as any well-maintained machine, rather than the broken mess Starscream had seen him last.

“Megatron, sir?” Starscream, out of instinct, saluted his leader.

“It's good to see you too, Starscream.” Megatron approached him. “I appreciate what you've done, and I want to know you've done a good turn as Decepticon leader, but now it's time to give the title back to me.”

“Of course, sir.” Starscream nodded. “Just one thing, though; how did you recover? The last time we saw you, Celestia had turned you into a smoking wreck.”

Megatron smiled and waved his hand as if this was nothing. “That's not important right now, Starscream.”

Starscream narrowed his eyes. “Hmm ...”



Queen Celestia returned to the conjoined wreck of the Autobots' Ark and the Nemesis with a squadron of Royal Guard and Autobots to attend her.

“I got a bad feeling about this ...” Rodimus muttered, though he didn't speak out to avoid Celestia's wrath. He saw what he did to Megatron, and he wasn't going to suffer the same fate.

Celestia climbed into the Nemesis and returned to the hall where the Decepticons lay dormant, exactly as they were the last time she was here. Her horn glowed and surged with a purple spell before sending out bolts of electricity in all directions, directing power into the Decepticons' systems and bringing them back online for the first time in months.

“Ugh ...” A Decepticon groaned and rubbed his head, sitting upright. “What happened?” He noticed his fellows getting up, sharing in his disorientation and confusion, and turned to the one most likely to have an answer. “Shockwave, where are we?”

“I … do not know.” Shockwave answered. Celestia was stuck by the massive cannon replacing his right arm, and his single, cyclopean eye. “The last thing I remember was the Autobots attacking our ship ...”

“Ahem.” Celestia cleared her throat for their attention.

“Who are you?” Shockwave asked. He and the rest of the Decepticons got to their feet.

“I am Queen Celestia. You are currently on my land, Equestria. Your leader, Megatron, is dead. I have disabled your weapons systems." To prove her words, Celestia's horn glowed a dark, star-patterned purple, which enveloped the Decepticons' arms and lifted them, showing she could control their bodies and 'proving' she had disabled their weapons. "I am here to offer you a choice. You can choose to become my loyal servants, where I will enable your weapons ... or you can be slaughtered by the Autobots waiting outside.”

“Megatron is dead?” A Decepticon asked. “How?”

“I threw him over the edge of a cliff.” Celestia told him. This caused all the Decepticons to recoil in fear. “I understand that this is a lot to take in at once, so I will leave you alone to discuss it amongst yourselves. I will return after you've some time think it over.” Celestia smirked and left.

“Oh, geez ...” The Decepticon muttered. “What are we gonna do?”

“The first thing we should do is establish chain of command.” Shockwave said. “Without Megatron, we will need someone to speak for the group.” 

The Decepticons looked around. 

“Uh, well … without Megatron or Starscream around, that makes the highest ranked Decepticon here … you, Shockwave.”

Shockwave's single eye froze at this realization. Shockwave shook his head and his nerves returned to him. “Yes, I see. Second, we must determine our options ...” Shockwave began to pace in lines. “Obviously, serving Celestia when we've learned she's killed Megatron is something I would reservations over, but if the Autobots are out there waiting for us, and our weapons are disabled, then we have to give some it serious consideration.”

The Decepticon snarled. “You can't be serious!”

“I am, Blitzwing.” Shockwave said. “Acting rashly before we have carefully considered all available options can only lead to ruin.”

“Why ...” Another Decepticon spoke up. “That makes me so mad, I could … I could ...” The Decepticon, without meaning to, activated his arm-mounted weaponry and fired into the wall. Shockwave and Blitzwing observed the results with widened eyes.

“Are we sure she's disabled our weapons systems?” Another Decepticon asked as smoke billowed out from the hole in the wall. “Think about it. She doesn't strike me as the type to be overly truthful.”

“Wait. I just thought of something.” Blitzwing said. “Even if she didn't disarm us, there's still Autobots out there. We don't know how many. We're not so stupid as to just rush into a firefight blind … are we?”

“Hmm.” Shockwave mulled it over. He contemplated his arm-cannon.

Shockwave aimed his arm-cannon at the wall.

“Or are we?”

Outside the ship, Celestia returned to Twilight and Rodimus.

“You're back! How did it go?” Twilight asked.

“I think it went well.” Celestia said. “I explained to them the situation and what their options were. I've left them alone to they could make a decision between themselves.”

“Yeah, okay.” Rodimus kept his eyes trained on the Nemesis. “You disabled their weapons, right?”

Celestia gave a nervous grin.

“Please tell me you disabled their weapons.” Rodimus begged.

“Sort of.” Celestia said with a wince, causing Rodimus' mouth to hang agape. “Unfortunately, I've not studied your Cybertronian systems enough to know how to actually disable your weapons systems … but I told the Decepticons that I did and I demonstrated my magic to trick them into thinking as much. We should be safe, so long as they don't call my bluff.”

Rodimus calmed down. “Yeah, yeah, okay ...” Rodimus stroked at his beard. “We should be safe, then, even if they do figure it out … I mean, those Cons may be stupid, but they ain't so stupid they'd just run out here with every weapon they have blazin'.”

Rodimus' calm demeanor crumbled and his hopes were dashed when an explosion breached the hull of the Nemesis. Blitzwing stepped out from the smoking crater.

“THAT'S WHAT I SAID!” Blitzwing announced before transforming into a tank and blasting indiscriminately at the area around him.

Shockwave and the rest of the Decepticons weren't far behind, Shockwave leading the group as they made their made their desperate gambit for escape.

“Better to die free than to live as slaves! DECEPTICONS, ATTAAAAACK!” Shockwave aimed his arm-cannon and fired a well-aimed shot which blew up an Autobot's chest and blasted him onto his back.

The Autobots, taken off-guard by the Decepticons' nigh-suicidal charge, scrambled to get their bearings and counterattack. A firefight followed, with both sides exchanging heavy fire of yellow and purple laser blasts. Shockwave, standing at the front, should have been an easy target to take out and take down, but he proved nimble enough to avoid their shots and sturdy enough to take a hit or two. Making things more difficulty for the Autobots was Shockwave's cannon being powerful enough to decimate the rocks and boulders they were using for cover. 

“Tanks, in front!” Shockwave commanded. “The rest of you, try to get to safety! Those of you can fly, aid those that can't! We'll cover you!” The Decepticons nodded and began relaying Shockwave's orders through the ranks. Another tank-based Decepticon joined Shockwave and Blitzwing, and he and Shockwave both converted to tank (or at least tank-like) vehicles. They rolled around on the battlefield, pushing their treads to go fast as they could while pelting the Autobot forces with heavy exploding shells. The other Decepticons turned to flight-capable modes and caught other Decepticons on their wings, flying them away over the mountain range.

“Why, you lousy ...” Rodimus aimed at the escaping fliers, but he was unable to get a shot before one of Blitzwing's shells landed in front of him, exploding and knocking him off-balance. 

“Shockwave, sir!” A Decepticon saluted to Shockwave. “We're getting the last of them out now!”

“Already?” Shockwave asked. “That quickly?”

“Hey, do you want to stick around? Or would you rather get out of here as fast possible?” The Decepticon answered.

Shockwave had to concede to his point. Shockwave was quite grateful at this moment he and Blitzwing were select Transformers gifted with two modes. He converted into a laser satellite while Blitzwing and the other turned into fighter jets. Their engines roaring, they took off from the ground at blazing speeds. 

The Autobots continued to fire at them while they made their escape, unable to accept the idea of a total loss. If they could clip just one of their wings and cause them to crash and burn, this day would have been worth it.

Shockwave wasn't going to stand for the idea.

Taking careful aim with his cannon, Shockwave opened fire on the mountain. The impressive display of firepower shattered the mountain and caused boulders to come pouring out from it, rolling and bouncing down.

“AVALANCHE!” Rodimus shouted, raising his arm on reflex, even though it wouldn't do him much good against a boulder.

“You don't have to tell us!” Twilight and Celestia joined Rodimus in running for cover. While the Autobots were busy trying to avoid being crushed by boulders, Shockwave and company made their escape.



“Starscream, why won't you believe what I tell you?” Megatron asked.

“Because it doesn't make sense!” Starscream snapped. “Celestia damaged you beyond repair. Yet here you stand, as good as new! Why won't you tell me how you were repaired?”

“Because it doesn't matter, Starscream.” Megatron insisted. “The important thing is that I'm well now, and I'm ready to resume command of the Decepticons.”

“It doesn't matter?” Starscream said. “Megatron, think! If you have access to some miraculous self-repair technology, don't you think I and the Decepticons deserve to know?”

“Okay.” Megatron raised his hands up in a pretend surrender. “I can see that you're stressed right now, and that you're having trouble processing this. Right now, let's just focus on the important things, okay? I know you have Pinkie Pie in captivity. Listen to me, it is very important that you let go.”

Starscream gave Megatron a blank stare. Steeling his nerves, he glared and growled. “That's it. One, there's no way Megatron could know we have Pinkie Pie in captivity. Who would have told him? Two, even if he did, he wouldn't tell us we need to let her go for no reason – he might have some moral objections to keeping a hostage, sure, but he would recognize the tactical advantage she represented.”

“What are you saying, Starscream?”

“I think you know what I'm saying.”

Starscream deployed the arm-blades from under his wings.

“I'm saying I've had enough of this.”

Starscream leaped at Megatron, aiming to slice Megatron with his blades. Megatron quickly drew his own sword and blocked Starscream's intial blow. 

“Starscream!” Megatron stepped backwards as Starscream came at him with a fury, attempting to rip him apart. Megatron blocked every blow. “Listen to reason!”

“I'm through listening to you, imposter.” Starscream tried for a vertical, overhead cut, but Megatron was able to guard against it. “The only things you can do for me are tell me who you really are or die, and I think we both know at this point you're not going to take the first option.” Starscream continued his efforts to hack apart the imposter Megatron, despite his resilience and skill with a blade.



In the forest, the Stunticons, Cliffjumper, and Side Swipe continued to stand guard and watch over Pinkie Pie. Pinkie Pie huffed and sulked on her rock, though she had yet to try to escape.

“Hey … Cliffjumper?” Motormaster asked. “This Sideways guy … do you think Starscream made him up?”

This piqued Cliffjumper's interest. “What do you mean?”

“I mean, do think Starscream made him up so he could have an excuse for his behavior towards us? I mean, we haven't heard or seen him since Starscream mentioned him ...”

“What? Oh.” Cliffjumper chuckled. “I know what this is about.” He walked over to Motormaster and placed a hand on his shoulder. “Hey, I know you're upset about Starscream insulting you and your team, but he's not a bad guy. He's also not the kind of guy to make up an imaginary friend to blade his bad attitude on. Starscream may be a bit of an emotional wreck right now, but he takes his responsibilities seriously.”

“Hmm.” Motormaster didn't seem convinced. Something began to buzz behind him and Cliffjumper. “What's that?”

Motormaster and Cliffjumper turned around to see a massive glob of static hanging in the air. It took up a rough humanoid shape before gaining color and solidifying into Sideways.

“Hello, gentlemen!” Sideways greeted them, holding his shield up to them. “I'm here because I believe you have a friend of mine.”

Side Swipe was the first to leap into action. Brandishing his swords, he charged at Sideways and jumped, attempting to land a decisive blow on Sideways' head. Sideways raised his shield, and Side Swipe's sword banged uselessly against it. Side Swipe attempted to hit Sideways with his other sword, but Sideways revealed he had a sword of his own and blocked it. Forcing Side Swipe's sword down, Sideways spun around and kicked Side Swipe in the gut, knocking him away.

Cliffjumper pulled out a large gun and got ready to fire, but Sideways was ready for him, charging Cliffjumper and swinging his sword against the gun, knocking it out of Cliffjumper's hand.

“Stunticons, combine to form Menasor!” Motormaster ordered. 

“Hmm. Let's see. Fight a combiner when I'm all here for is a hostage rescue mission? Yeah, I think not.” Right as Motormaster jumped into the air to assume Menasor's torso, Sideways flung his sword, which cut across Motormaster and impaled him in the leg. Motormaster fell back to the ground. For good measure, Sideways stomped, sending out yellow pulses of energy from his feet, which tripped up the Stunticons  who were going to be Menasor's legs.

Breakdown and the other Stunticons ran to Motormaster's aid. “You all right, boss?”

“Yeah, I'll be fine …” Motormaster groaned as he tried to pull the sword out of his leg.

All of his obstacles either dealt with or at least delayed, Sideways approached Pinkie Pie.

“Sideways?” Pinkie asked, surprised to see him.

“Come on, little filly.” Sideways scooped Pinkie Pie up into his arms. “Let's get you home.” Sideways distorted and turned into static, fading away. The sword embedded into Motormaster's leg faded away with him.

Elsewhere in the forest, Starscream had not let up in his duel with Megatron. With Megatron blocking every blow, even while he had only one sword in comparison to Starscream's two, Starscream was quite surprised when Megatron blocked his most recent attack and froze.

“Huh?” Starscream wondered.

The imposter Megatron at last showed its true colors. It distorted and glitched, fading into static the same way Sideways had done before dissipating into nothingness.

“Starscream, sir!” Motormaster was limping on one leg, trying to get to Starscream with the rest of his team, including Cliffjumper and Side Swipe.

Starscream turned to them. “What is it, men?”

“It's Sideways, sir.” Motormaster said. “He came and he overwhelmed us. He … retrieved Pinkie Pie. I'm sorry, sir. We couldn't stop him.”

Starscream looked back to where the Megatron duplicate had been moments before Motormaster's arrival. “Ah, that must be it.”

“Sir?”

“While in the forest, I met with an illusion of Megatron. Some kind of ...  apparition, for lack of a better word. If I were a betting mech, I'd say he was conjured up by Sideways to distract me so I wouldn't be anywhere near when he came to retrieve Pinkie Pie.” Starscream said. “And perhaps to shake me up a little, which I must admit, I somewhat am.”

“Seeing a Decepticon who you know is supposed to be dead can have that effect.” Cliffjumper said. He was speaking from experience.

“One more thing, sir.” Motormaster said to Starscream. “I'm sorry for not believing in you.”

“Uh … huh?” Starscream asked.

Cliffjumper held his hand up for Starscream to relax. “Don't worry about it. It's nothing.”

“If you say so.”



At Celestia's palace, the Autobots, having survived Shockwave's attempt to bury them under tons of rock, regrouped.

Celestia herself had taken to sitting in the foyer, reflecting on the days' events.

“So ...” Twilight Sparkle walked up to Celestia and sat down next to her. “Sideways rescued Pinkie Pie. That's good, right?”

“I suppose.” Celestia said. “Tell me, Twilight Sparkle, do you not find it odd that Sideways was the one who suggested we send Pinkie Pie to negotiate with the Decepticons, and then Sideways was the one who suggested we go the Nemesis to use the Decepticons as collateral, only to rescue Pinkie Pie himself?”

“Hmm. No, that is pretty strange ...”

“And is it not odd that, the same day Sideways make this recommendation, the Decepticons in the Nemesis were able to escape from us?” Celestia asked. “I cannot help but feel as though that is not a coincidence.”

“I have to wonder what this “Sideways” character's true goal really is ...” Celestia raised her head up and looked out the window, where Sideways was perched on one of the castle's turrets.

Outside the castle and a fair distance away from where Celestia could hear him, Sideways, hunched and bent over as if he were a gargoyle, muttered to himself.

“Where are you, my pretty little Cyber Planet Key?”

> Glass Skies
> --------------------------------------------------------------------------

The roar of jet engines whistled throughout the sky over the forest. Two Decepticon jets transformed into their robot modes and landed by Shockwave, who was busy dismissing a Decepticon solider.

“Keep looking. We've got to find the ideal location somewhere.” Shockwave instructed. As the Decepticon nodded and left, Shockwave turned his attention to the new arrivals. “What is it?”

“Commander Shockwave, we think we've found a suitable area that will have minimal ecological impact.” The Decepticon saluted. “We've checked the area thoroughly. The local wildlife does not appear to require it.”

“Excellent.”  Shockwave turned to other Decepticons and motioned for them to stop what they were doing and come over to him. “Onward, men. Time for us to proceed to the next phase ...”



Sideways walked into the castle foyer, fetched in by one of Celestia's servants. “You wanted to see me, Queen Celestia?”

“Sideways!” Celestia exclaimed, her frustration with him clear. “There you are. I want you to explain a few things to me. Yesterday, we reactivated the Decepticons … at your suggestion, in order to have hostages to trade for Pinkie Pie. Yet, the Decepticons escaped. But not only did the Decepticons escape, but Pinkie Pie was returned to us safe and sound … by you.” Celestia paced around him as she spoke before stopping and glaring at him. “You can't tell me that's a coincidence?”

“Oh, pfft, please.” Sideways scoffed. “It's not my fault you didn't know how to deactivate their weapons, is it? Honestly! If I didn't know better, I'd say you were looking for someone to blame. And If you want to blame someone, why not Rodimus?”

“Excuse me?” Rodmus did not care for Sideways passing the blame to him. “You better watch your mouth, boy.”

“Rodimus is acting leader of the Autobots.” Sideways said. “He should have done more to teach you about Cybertronian anatomy before you went to the ship!”

“Why, youse -” 

“And what about Twilight Sparkle?” Sideways went on, ignoring Rodimus' curling his hand into a fist. “She's probably the pony who knows more about Cybertronian anatomy than any other pony. Yet, you didn't take her into the ship. Why?”

Celestia grimaced. “I … felt confident in my own abilities.”

“Uh-huh. And where did that overconfidence take you?”

“You raise a fair point, Sideways.” Celestia admitted. “However, this still does nothing to clear your name of these suspected manipulations. What do you have to say for yourself?” 

“I say, fair enough. But before you ban me from the castle or send me to the moon or whatever, you might want to keep me around. Because … I know a little secret.”

“What kind of secret?”

“An object of immense power, one not even your beloved Star Swirl was aware of. Hidden right here on Equestria … somewhere.”

Celestia should have been suspicious of his wording. How could Sideways have known about Star Swirl? He was from a thousand years ago! And the mention of banishment to the moon also should have raised an alarm – Celestia hadn't told anypony about her habit of doing so. But she leaned in, curious. She got tunnel vision. Her hunger for power overrode her inclination to distrust Sideways. 

“What is this object? Where is it hidden?”

“Hmm ...” If Sideways had lips, he would probably be pursing them.

"I don't know. How can I be sure you can be trusted with an object of such power? That you would do what I want from you in exchange? That you were worthy of the knowing this secret of forgotten knowledge?"

Celestia gave a blank stare and blinked. She narrowed her eyes and glared at him, a crackle of electricity forming at the base of her horn and traveling upwards towards the tip.

A beam of lightning fired from Celestia's horn at Sideways. Sideways stepped to the side, avoiding the spell with ease. The spell kept going and detonating into and creating a tiny crater in the wall.

"Temper, temper." Sideways chided.

"You will tell me this secret, now." Celestia demanded, her horn still covered in blue arcs of lightning.

"Nah." Sideways said. I don't think I will. Not right now, at least. Unless ... you gave me an apology."

"An apology?" Celestia was bewildered beyond words.

"You just tried to shoot me with a lightning bolt! I demand an apology."

"I am the Queen of Equestria! I am the supreme matriarch of this land! I am not going to give you an apology just because you 'demand' one!"

Sideways threw his hands in the air. "Fine." He crossed his arms and turned his nose up. "Then I guess we're at an impasse. No apology, no secret." Sideways turned and walked out of the building.

Celestia was about ready to explode. “Oooh! That arrogant little … how dare he talk to me in such a manner!”  She was enraged at Sideways' subtle defiance and casual dismissal of her, but she could do nothing to stop or scold him. She wanted to know about this artifact which he knew of but she didn't.

After she gleaned that information from him, though … she would be all too happy to do away with him.

A Guard soon came in. “Queen Celestia?”

“What is it?”

“Our scout parties have found something we thought would be of interest to you. Somepony has a built a dam in the woods.”

“A dam?” Celestia questioned. “Without my notice? Without my express permission? Who would do such a thing? Who would defy my authority so openly?”

Twilight Sparkle stroked her chin. “Let's see … it couldn't be Starscream and his band of travelers … they don't have the resources for it  …”

Celestia pulled her neck tall and pouted. Today was not shaping to be a day in her favor. “Twilight Sparkle, get me your brother.”

Twilight nodded. She left the room and returned with her brother, clad in purple armor.

Shining Armor saluted, taking off his helmet, “How may I serve you, Your Majesty?”

“Gather your men.” Celestia instructed him. “Go to the forest and investigate this … dam. Arrest everyone there you find involved. And do not hesitate to execute them all to make an example out of them, should you deem it necessary. This affront to my authority cannot be allowed to stand.”

Shining Armor nodded to show his understanding and put his helmet back on. “Understood.”



Shining Armor and his men traveled into the forest where their scouts reported the dam was. Their information was accurate, as Shining Armor was surprised and puzzled to see a huge, hydroelectric dam in the middle of the forest, built to take advantage of the waterfall it was positioned next to. And for some reason, it was a golden color. Shining Armor speculated it was an elaborate flourish added by the builders, a royal gold color to liven up what would be otherwise dull building.

Shining Armor looked to his troops, who were as confused as he was. He led his men to the top of the dam and cleared his throat.

“Attention, Decepticons!” Shining Armor shouted. “We know you're in there. We know it's you who built this dam. You're all under arrest. If you want my advice, your best option is to surrender and come along quietly!”

“Decepticons, sir?”

“Who else could it be?”

Shining Armor received no reply.

“I don't think they're going to answer you, sir.” A solider spoke up. “That doesn't seem to be the Decepticons' style.”

Shining Armor affixed him with a glare. “I can see that, solider. But I still have to offer them the chance.” 

Shining Armor motioned for his men to follow him. He led them onto the bridge of the dam, where one of them stepped on a panel which sunk into the stone as his touch with an audible sliding noise. Shining Armor turned around to glare at him for disrupting the relative peace of their movement.

“Sorry, sir.” 

“It's fine, just be more careful where you step next time ...” Shining Armor said before noticing the panel the solider had stepped on. “Wait … that's not a natural loosening of the stone ...” Shining Armor had thought it was merely the plaster of the panel hadn't been applied in the correct way, but the panel was sunk, depressed into the ground an inch beneath the ones surrounding it. “Almost like a … pressure plate.”

Shining Armor's eyes widened as he realized this could only mean one thing. They had activated a trap.

“You want our surrender?” A voice – Blitzwing's – asked over some kind of speaker. “Here it is!”

Panels all across the bridge opened and rearranged themselves, where various guns and weapons unfolded, rising from hinged platforms in the ground and taking aim at Shining Armor's troops. 

“W-what is all that?” A solider questioned, unfamiliar with the Cybertronian weaponry.

Shining Armor couldn't answer him, too busy trying to dodge an explosive blast which landed right in front of him, the blast wave knocking him and his soldiers off their hooves. 

“It's Cybertronian artillery. We don't have a chance against that many guns.” Shining Armor said. “RETREAT! FALL BACK! RUN AWAY! ALL THOSE OTHER CODE WORDS!”

Shining Armor's squadron turned tail and fled from the dam as fast they could, their tails waving in the wind as they tried to avoid the Cybertronian bombardment of bullets and explosive shells.



Elsewhere in the forest, Starscream rested on a tree for support as he and the Decepticons contemplated their situation.

“We lost Pinkie Pie ...” Starscream counted on his fingers the setbacks they had experienced. 

“What are we going to do about Sideways?” Cliffjumper asked.

“I do not know.” Starscream began pacing. “He's made it clear at this point he intends to antagonize us. I know we're in Equestria, a land of magic, but there's something not … natural about him. The way he seems to just … fade and dematerialize from reality. How do you fight an enemy like that? Who can just appear and disappear at will, and doesn't seem affected by the material world around him?”

“I wish Megatron were here.” Soundwave said. “He would know what to do.”

“I won't lie, at this point, I would settle for having Megatronus here …” Starscream said.

“Megatron-us?” Chrysalis raised an eyebrow. Clffjumper was as confused she was. “Who's Megatronus?”

“Megatronus was a mentor to Megatron, both before and during the early days of the war. He liked to call himself “The Fallen” for reasons he was never particularly clear on. He fought with us during the early days of the war on Cybertron, but we later lost track of him. We considered him MIA at first, before presuming him deceased.” Starscream rubbed his chin. “Call me crazy, but I always got the feeling there was more than meets the eye to that bot ...”

Starscream's attention was drawn by the sound of gunfire ringing out from somewhere in the woods.

“What was that?” Chrysalis asked.

“I don't know, but we better go check it out.” Starscream said.

“What?” Chrysalis put a confused hoof to her head. “Now, granted, I'm no survival expert, but we wouldn't want to run away from whatever is causing gunfire instead of toward it?”

“You really are no survival expert.” Side Swipe said. “Sure, let's just hide in a hole somewhere and leave ourselves to wonder who's firing weapons and whether or not they're going to come for us, instead of checking it out and determining whether or not they pose a threat to us!”

“All right. You've made your point. There's no need to be rude about it ...” Chrysalis muttered.

Starscream and the other Decepticons tracked the gunfire to its source. The weapons stopped discharging after a while, but Soundwave was able to calculate their position to them and let them continue searching. 

Arriving at what Soundwave had concluded was the source of origin for the noise, the Decepticons were surprised to find an odd dam built inside of the forest.

“What's a dam doing all the way out here?” Chrysalis asked. “It's like building a dam in the middle of nowhere. Who does it benefit? What do you gain?”

Starscream scanned the area. “I'm not seeing any weapons. Soundwave, are you sure this is where the noise came from?”

“Positive, my man! My understanding of vibration and grooves wouldn't steer us wrong.”

“All right ...” Starscream said. “Proceed with caution, everyone. We don't know what we're talking into here.”

Starscream proceeded to guide his forces onto the bridge of the dam, his arm blades tensed up and ready to deploy at a moment's notice. He moved slowly, going one small step at a time.

“Hey, everybody!” Starscream deployed his blades when a voice from a speaker spoke up, startling the rest of his team. “Starscream's back!”

Ahead of Starscream's group, two panels lifted up on the dam, opening and unfolding like the door to a cellar. A mechanical lift rose up from the now-empty hole on the ground, carrying up Shockwave from inside the dam.

“Shockwave?”

“Starscream!” Shockwave stepped off the lift, arms spread wide as if expecting a hug from an old friend. “It is good to see you, my friend.”

“You as well.”
“You know each other?” Chrysalis asked.

“Yes.” Starscream embraced Shockwave with a hug. “This is Shockwave, a fellow Decepticon. In more … ideal situations, the Decepticons send him to alien worlds to act as an ambassador.”

“Mind you, I can still put up a fight.” Shockwave said.

“How did you escape?” Starscream asked. “The last time I saw you, you were a lifeless husk on board the Nemesis ship. I would have thought for sure the Autobots would smelted you for scrap parts by now.”

“This creature – Celestia – came and somehow reactivated us.” Shockwave answered. “She claimed to have disabled our weapons systems, and that we would have little choice but to serve her. Suffice to say, we called her bluff and we blasted our way to freedom.”

“That makes sense.” Side Swipe said. “I can see Celestia being arrogant enough to think she could put both Autobots and Decepticons under her control, can't you?”

Starscream nodded. “Shockwave, what's all … this?” He gestured to the dam.

“After we made our escape, my first order of business was to find a way to supply the Decepticons with Energon. After some scouting, we were able to choose this location as a place where we could build a dam without dramatically affecting the local wildlife. Let me assure you, this site has been chosen for minimal ecological interference. With its hydroelectric power, it provides a needed source of Energon. Feel free to walk about at your leisure.” 

“Well … ain't that dandy.” Side Swipe said.

“I'm glad you're here, Starscream.” Shockwave began to walk away from them. “I will need your help if we are to win the war.”

“The war?” Starscream asked.

“Yes.” Shockwave said. “It is my intent to use this dam and use the Energon it generates to continually resupply. We have already armed the dam with some automatic defenses, with Blitzwing in charge. If we hold this position and use the dam to generation Energon, we can starve the Autobots out of their Energon reserves and win the war by default when they can no longer refuel themselves. Now, come. I need you to discuss strategy with me.”

“Shockwave … the war has changed.” Starscream said. “I'm not saying your plan isn't a good one. On Cybertron, it would have been great. But we're on Equestria now, and the Autobots … the Autobots have the locals – unicorns – on their side. With their magic, the unicorns can provide an Energon substitute for the Autobots which will last as the unicorns have something to nourish themselves with.”

“Oh?” Shockwave asked.

Starscream nodded. “I wouldn't tell you this if it weren't true. This plan of yours to wait out their energy reserves … it's only going to end in a perpetual stalemate.”

Shockwave looked crushed. “I … see. Thank you, Starscream. That will be all. The other Decepticons are inside the dam, should you wish to visit them.” He proceeded to walk away from them, keeping his head low and his voice quiet.

“Is he … going to be okay?” Chrysalis asked. “I'm sensing a lot of negative emotion from him.”

“He'll be fine.” Starscream said. “Shockwave likes to make himself useful, and it's clear he had some strong faith this plan was going to work, so for him to be told that it won't … couldn't been easy to hear. In fact, he'll probably still need some convincing before he accepts that it won't, but he'll come around.” Starscream smiled to assure Chrysalis.



"Celestiaaaa!" Sideways called for her in a singsong tone of voice, grating on Celestia's nerves with both his tone and his familiarity – he was not on a first name basis with her by any means.

Celestia, as she approached, wanted to say to him, 'What is it, you magnesium moron?', but in the interest of her self-interest and her sense of professionalism, she was able to restrain herself to the first three words.

“What is it?”

“I'm ready to talk about the artifact now."

Celestia's eyes widened. She beamed a rare smile and stood, ready to listen. “Yes?”

"That is, if you apologize.”

"I am not going to apologize."

"Fine." Sideways made a flippant wave of his hand. "We have an understanding. You know the rules. No apology, no secret, no artifact."

"For the last time, I am not -" Celestia stopped herself. She brought a hoof over her forehead, recognizing if she wanted the artifact Sideways was offering, she was going to swallow her pride and ... apologize to him.

She took in a deep breath. She gulped, in her gulp might as well have been all her pride, dignity and self-respect.

"I'm ... sorry, Sideways."

"For?" Sideways asked. 

Celestia continued to facehoof. "For ... losing my temper and ... trying to hit you with a lightning bolt."

"Good, good. And?" Sideways asked.

Celestia wanted to slam her face into the nearest wall, fed up as she was with Sideways. "And what?"

"You know, being mean and unpleasant to be around?"

Celestia growled at him, her horn lighting up again as her wings flared out.

"Okay!" Sideways raised his hands in surrender. "For the sake of our alliance, I take it back. That's good enough. "Sideways nodded. "I'm impressed, Celestia. With all your pride, that must have been painful for you to do."

"You have no idea." 

"Very well. I accept your apology." 

You'd better. Celestia thought. "So ... will you tell me of the artifact, then?" Celestia smiled sweetly, trying to get Sideways to lower his guard.

“Okay.” Sideways said, looking around the room as if he was dragging her into a conspiracy. “It's called the Cyber Planet Key. It's been here on Equestria for a long time. Now, I've been looking for it for awhile, but I've figured now was the best time to start telling others about it.”

“And what makes you figure that?” Celestia asked. “Why couldn't you have found it yourself sooner?”

“Well … you're here, back from foreign lands! Now I have you and the Autobots to help me search.” Sideways said in a sweet tone.

Celestia chuckled, keeping up a polite facade. “Well, I can't deny having me as your ally is a great boon. Now, tell me … what does this Cyber Planet Key do?”

“Whatever you want! You name it.” Sideways snapped his fingers for emphasis. “It's a vessel of pure energy, made by ancient Transformers from a bygone age. It could be used for any number of things. Powering machinery, amplifying magic. Heck, with the Key in your possession, you could even move worlds!”

Celestia placed a hoof on her chin, contemplating this. Such an artifact would be a desirable object to her, but … “And will I be allowed to take possession of this Cyber Planet Key? You did say you had been looking for it yourself for quite some time ...”

“Don't worry!” Sideways said. “You can have it as soon as I'm done with it. I just need to use it for one thing. One itsy-bitsy, teensy-weensy tiny thing really. After that, it's all yours.”

“Very well.” Celestia said. “Where do we start?”

“If you want my advice …” Sideways said.

I really don't. Celestia thought.

“I'd start with looking around that dam your troops found.”

“The dam?” Celestia questioned.

“Yes. The dam the Decepticos built? You don't think they built it all by themselves, do you?” Sideways cupped his chin. “Okay, maybe they did. They probably did. But still, that dam would be a perfect place to hide a Cyber Planet Key if you found one, and powering a dam would be a great way to utilize it too! I'd send a squad of Autobots to investigate the surrounding area, see if they can find any clues as to where the Key's might be hidden, and whether or not the Decepticons got there first.”

“I will send a squad at once.”

“Perfect. Great. Nice talking to you! Ciao!" Sideways waved at her and departed the building. Celestia smiled and waved at him until he was out of sight.

Celestia turned to Twilight Sparkle. “Twilight Sparkle.”

“Yes, Your Majesty?”

“Now that I know of this Cyber Planet Key ...” Celestia said. “I feel no further inclination to listen to anymore of Sideways' babble. I have no further use for him. With his suggestions regarding Pinkie and the Decepticons, has given me cause enough to distrust him, and I want no more trouble from him. I want you to find me an agent capable of … terminating him.”

Twilight smiled deviously, rubbing her hooves together. “I know just the bot for the job!”

Celestia and Twilight were not the only ones plotting. Once outside the castle, Sideways muttered to himself.

“Oh, gee.” Sideways said. “I hope the Autobots who investigate the dam don't blab and gossip somewhere the Decepticons can oh-so-conveniently overhear them and accidentally let them know about the Cyber Planet Key! That would be a such a shame … hahahaha.” Sideways laughed softly before disappearing in a cloud of static.



An Autobot team, headed by Rodimus, arrived at and set out searching the area around the dam. They were observed by Sideways, who hid himself in the trees, keeping an eye to make sure they said what he wanted them to say … and give them a little nudge if they didn't.

On the dam itself, Shockwave and Blitzwing were making rounds when Blitzwing noticed the Autobot team, made from a mixture of Autobots and Celestia's Royal Guardsmen.

“Look. Seems like we've got company.” Bltizwing pointed the team out to Shockwave.

Shockwave observed them. “Get down.” Shockwave instructed Blitzwing. “They don't seem to have noticed us yet.” He and Blitzwing both crouched down and listened in on the conversation the Autobots were having.

“We haven't found anything yet.” one Autobot complained . “This is pointless. How do we know Sideways isn't just sending us on a wild goose chase, huh?”

“We don't.” Rodimus answered. “But if this Cyber Planet Key thing is real, and if it's as powerful as Sideways says it is, then I say we want to find it! So keep lookin'!” Rodimus barked at his men. “Oi, and make sure youse stay clear of the dam, eh? If what Shinin' Armor says is true, they've set up some pretty mean turrets to defend themselves.”

“Cyber Planet Key?” Blitzwing looked to Shockwave. “What's that?”

“I do not know.” Shockwave looked to Blitzwing before looking back at the Autobots. “But if the Autobots want to find it, and if they think it's powerful, then I say it's in our best interests to make sure they don't get their hands on it.” 

Blitzwing nodded. The two them continued watching the Autobots in silence, waiting for them to get too close.

One of the Royal Guard ponies got separated from the group. Making sure not to wander near the dam, he moved further into a patch of trees to look for clues to Key's location.

“Hmm ...” As he stood there between a bunch of dark trees in a dim-lit forest, he began to reconsidering wandering off by himself.

The thought occurred to him too late to make any difference. Starscream jumped out from the trees  and snatched the Guard up in his hands like a bird of prey. The world spun for the Guard while Starscream used his arm to pin against a tree.

“What do you know about Sideways?” Starscream asked.

“Wha-what?” The terrified Guard stammered.

“What kind of information do you have on Sideways?” Starscream asked. “Who is he? Who does he work for? What is he? I want to know everything you know about him.”

“Hey.” 

Starscream turned to see the voice. He grimaced upon seeing it was Sideways. 

Sideways twirled his sword before slashing Starscream in the shoulder, causing him to drop the Guard. The Guard didn't question his good fortune and ran from the Cybertronians as fast he could.

“Didn't your motherboard teach you to not ask questions beyond your station?” Sideways asked.

“My motherboard taught me to appreciate my sense of curiosity.” Starscream said. “I still want answers. Who are you? What are you?”

“What I am is beyond your understanding.” Sideways said. "It's very complicated, and I don't feel like explaining all of it to you right now."

“Oh, I don't know.” Starscream smirked. “I'm a scientist. I'm a pretty smart guy. Try me. I can figure it out.”

“Nice try, but you're still not getting anything out from me.” Sideways said.

Starscream reacted quickly. He learned from the last time he tried to engage Sideways; melee combat wasn't going to work. He raised his arm-cannon and blasted Sideways in the shoulder.

Sideways grumbled and staggered, smoke billowing from his shoulder. “Oh? You want to fight me? Because I'll give you a fight.”

“Yes.” Starscream deployed an arm-blade. “Yes, I do.”

Sideways growled and leaped at Starscream, slashing at him with his swords. Starscream matched him blow-for-blow, ending in a blade lock with the two of them pushing their swords against each other, each attempting to use sheer force to shatter the edge of their opponent's weapons.

“I had hoped only to capture one of the Guard or an Autobot to interrogate about you … but this works even better.” Starscream said. “Come on out, everyone!”

Side Swipe, Chrysalis, and Cliffjumper jumped out from the bushes, having laid in wait to help capture a Guard. But they were going to do one better; they were going to beat Sideways.

Side Swipe took the initiative first, running and charging at Sideways with swords raised high. Sideways only had the one weapon; he couldn't block both Starscream's blasts and Side Swipe's swords at the same time, or so Side Swipe figured.

While menacing Starscream with his blade in one hand, Sideways raised up his other arm towards Side Swipe. Side Swipe forgot to take into account Sideways' shield. Side Swipe's swords clanged against a dense wall of metal between him and his target.

Cliffjumper had a different approach. He pulled out his gun and took aim, careful not to graze Starscream with his shot. With a precision normally reserved for snipers, Cliffjumper hit Sideways in the chest without the bullet even coming close to Starscream.

Sideways staggered back, clutching at his chest. This emboldened Starscream; despite his unnatural abilities to fade into static, Sideways did have physical form. He could be hurt. Taking advantage of this discovery, Starscream jumped forward and slashed his sword across Sideways' chest. Starscream slashed at him again, and again a third time before Sideways grabbed hold of Starscream's sword with his bare hands.

Using the sword as leverage, Sideways lifted Starscream off his feet and tossed him aside. Chrysalis scrambled to get out of the way of Starscream's trajectory, and hit Sideways with a blast of magic. Sideways raised his shield to defend himself, but Side Swipe came up from behind and ran his sword through Sideways' back. Such literal backstabbing tactics would be frowned upon by most Decepticons, but Side Swipe had been raised as an Autobot.

“Arg!” Sideways reached over his back and grabbed Side Swipe. Sideways lifted Side Swipe up over his shoulders and tossed the ex-Autobot to the ground.

Before Sideways could press his advantage against Side Swipe, Starscream recovered and opened fire with his arm-cannon. While Sideways was recovering from the blast, Starscream charged at him and attempted to use his swords on Sideways.

Sideways blocked Starscream's sword with his shield and kicked Starscream in the stomach, pushing him away.

“All right!” Sideways said. “Clearly, I've underestimated you. I'm going to need a little something extra to deal with you ...” 

“What are you talking about?” Starscream said.

Sideways was enveloped in a glow of golden energy. He began to levitate, floating off the ground. “CYBER KEY POWER!” Sideways lifted his shield up to the sky. 

Starscream though the whole display ridiculous, until the energy swirling around Sideways' body converged into a single beam and shot up into the sky, causing a distortion of space which made it appear as though a storm were approaching. 

A golden beam of energy shot back down from the heavens, which entered into a open cavity on Sideways' shield. Two golden-colored bladed protrusion unfolded from the sides of the shield. 

Sideways, still floating off the ground, charged at Starscream, aiming to puree with his new shield spikes. Starscream rolled out of the way, but he was still perplexed by this development.

“What is this?” Starscream asked.

“Don't you know?” Sideways said. “Didn't they teach you anything in Cybertronian history class? There's a Cyber Planet Key here on this planet! And as long as there's a Cyber Planet Key on the planet, I - and only I - can call to it and access its power and get an upgrade to my systems in the form of a Cyber Key!"

"Really?" Starscream asked, cupping his chin.

"Really." Sideways said, glaring at Starscream.

"Only you can access the Cyber Planet Key? No one else?" Starscream asked.

"That's right."

"So what if I told you ... we had access to the Cyber Planet Key as well?"

Sideways stepped back and flinched.

"Ah-ha!" Starscream pointed. "You hesitated. And you know what that tells me? That tells me it's possible for someone else to access the Cyber Planet Key, or otherwise you would have nothing to worry about, since you are the only one ... aren't you?" Starscream smirked, knowing with certainty he had figured out Sideways' deception.

"That's some very good detective work, Starscream." Sideways raised his shield. "However, it won't do you much good. I am still confident in my ability to kill all of you before you have the chance to figure it out for yourselves."

Sideways came back for another pass. He turned around and once again charged on Starscream, still aiming to gore him with the shield-spikes. 

Starscream stood close to the bushes. He grimaced, not sure how to deal with Sideways' power. 

“Um, Starscream?”

Starscream looked down and was not pleased to see Diamond Tiara and Silver Spoon hiding in the bushes. “Diamond Tiara! What are you doing here? It's not safe!”

“I know. I'm sorry.” Diamond Tiara said. “Silver Spoon and I were just going to stay hidden until the bad guys went away, but we saw how much trouble you're having and decided to speak up.”

“Sideways said if you call out to the Cyber Planet Key, it'll answer, right?” Silver Spoon said.

“Yes. So?”

“So … call out to the Key!” Silver Spoon said.

“What?”

“Starscream, they're right!” Chrysalis said. “If you could call out to the Key, you could get a – what he did call it? - Cyber Key Power of your own.” 

“I doubt it's that simple.”

“You just have to have faith. You just have to believe, Starscream.”

“Yeah!” Diamond Tiara said. “Believe! Believe!” This soon evolved into a chorus of Diamond Tiara, Chrysalis, and Silver Spoon chanting “Believe! Believe! Believe!”

“All right. Believe. Have faith in myself. Believe in the Key.” Starscream took in a deep breath.”Here goes nothing … sigh… this is ridiculous.” Starscream raised his fist to the air, and announced, in a flat, dull, uninspired voice, “Cyber Key Power.”

“Ah, come on!” Silver Spoon said. “Don't just say like that. Shout it like you mean it, like Sideways did!”

Starscream wasn't expecting it to work. So when he felt an odd surge of energy swell in his systems, with a purple aura surrounding him and lifting him into the air, it was a pleasant surprise.

“Whoo!” Starscream exclaimed. The aura around mimicked Sideways' aura, swirling around his body before launching into the air. A beam of light of the same color answered his call, descending and entering the side of his right wing. The blade he had deployed from the wing retracted back into his arm, only to deploy again a moment later. Only … it wasn't a blade anymore. The Key had turned into a long, large cannon with a orb-shaped near its base.

“Well, that's new.” Starscream remarked. He aimed the new cannon at Sideways and fired. 

Sideways held up his shield to defend himself. Even with his shield taking most of the blast, the shot from Starscream's new cannon still sent him flying. 

Starscream smiled, quite satisfied with his new cannon's power. He fired two more times, right into Sideways' chest, blowing a hole in and sending Sideways flying with each shot.

“Well, if Starscream can do it, I don't see any reason why we can't.” Cliffjumper said.

“That's the spirit!” Diamond Tiara encouraged. She and the other girls resumed their chanting. “Believe! Believe! Believe in yourselves!”

“Hmph.” Side Swipe huffed. “I guess it's worth a try. Though I don't think it's quite as belief-based as you're making it seem, Diamond Tiara.”

Side Swipe and Cliffjumper both raised their fists to the air. In unison, they declared “Cyber Key Power!”

Their efforts were rewarded. Cliffjumper was wrapped in a red aura while Side Swipe was given a teal one. Their auras did the same as Starscream and Sideways' before them. When the Cyber Keys arrived, they entered into Cliffjumper's and Side Swipe's back. Side Swipe gained shoulder-mounted rocket launchers which he didn't have previously, while a huge weapon assembly unfolded from Cliffjumper's back, with a large cannon raised over his head, almost as if the top half of a tank was strapped to his back. It was heavy enough to make Cliffjumper hunch.

“Cliff, if you don't mind me saying, you look like a weaponized turtle.”

“I feel like a weaponized turtle.”

Disregarding their amphibian comparisons, Side Swipe and Cliffjumper proceeded to open fire on Sideways. With Starscream's cannon, Side Swipe's rocket launchers, and Cliffjumper's turret all blasting him, the combined firepower was almost too much for Sideways to bear. Sideways crossed his arms and attempted to endure the hits.

“THAT'S ENOUGH!” Sideways shouted, infuriated. His blades glowed with golden light, and he spun around, creating a ring of yellow energy around him. The ring expanded and radiated outwards, turning into a pulse of energy which hit Starscream, Side Swipe, Cliffjumper, and Chrysalis. The energy pulse lifted them into the air and held them there, where Starscream was upset to realize he couldn't move. Sideways had paralyzed them.

“Obviously, the Cyber Key still isn't quite enough to deal with you pests.” Sideways said through heavy breaths. Everyone could tell he was starting to lose the fight, and he wasn't handling the idea of losing well. “I'm going to need a home field advantage!” 

Sideways snapped his fingers. The ground beneath their feet began disappearing, fading out of view. As did the trees, and the forest, and the sky, and Shockwave's dam in the distance. 

To Diamond Tiara's and Silver Spoon's perception, it was as if they had all disappeared. “Where did they go?”

To Starscream's and the other's perceptions, the experience was much different. Sideways had teleported them to some kind of space dimension. Beneath their feet, they could see stars, and all around them, they could see the universe. Stars, planets, foreign solar systems were all around them as far as the eye could see. Yet, they weren't in outer space. They still felt a sense of gravity, a sense of solid ground beneath their feet.

“Where are we?” Chrysalis asked.

“I'm not sure.” Starscream cupped his chin as he observed his surroundings. “It seems to be some kind of … space dimension. Possibly of Sideways' own making.”

“Uh, Starscream?” Cliffjumper tapped Starscream's shoulder. “You might want to look at this.”

“Hmm?” Starscream turned to face whatever it was Cliffjumper was showing him. What he saw enraged him to no end.

“Hmm?” Megatron was there. Megatron was present, and he seemed just as surprised and cofnused to see them as they were to see him.

“Starscream!” Megatron exclaimed.

“No.” Starscream unsheathed his left arm-blade. “Nice try, Sideways, but you already pulled this trick once. Did you really think I'd fall for it a second time?”

“What?” Megatron asked. 

“I've been haunted by image of Megatron in my sleep. I see him in my nightmares and in my dreams. I have had enough visions of Megatron's ghost for one lifetime.” Starscream said. He screamed a battle cry and sprinted at the imposter Megatron, jumping into the air with his blade raised high. “DIE, IMPOSTER!”

Megatron held his hand out. “STARSCREAM, WAIT!” 



Without Chrysalis or Starscream around to guide them, Diamond Tiara and Silver Spoon decided to head back to Ponyville. Even they couldn't get through the force field and had to sit outside, it was nice to return to their hometowm and reminisce of happier times. 

They sat on their haunches, no movement around except the occasional pulsations of the force field.

“I miss home.” Diamond Tiara said.

“Me too.” Silver Spoon placed a hoof on Diamond Tiara's shoulder.

“Hey!”

Apple Bloom, Scootaloo, and Sweetie Belle pulled up from the other side of the force field, Scootaloo riding her scooter with the metal shield they found carried on it.

“There you are.” Apple Bloom said.

“I was wondering where our favorite victims went.” Scootaloo said.

Diamond Tiara rolled her eyes. “Give it up, girls. You can't do anything to us without going through the force field, and once you do that, you can't get back in without Twilight or somepony to help you. Do you really want to bully us so bad that you're willing to risk being cut off from home?” 

“What? Why … grr!” Scootaloo growled, not pleased at this barrier between her and her former victims. “Well, maybe we can't come over there and physically touch you, but that doesn't we can't still make fun of you!”

“Yeah!” Apple Bloom and Sweetie Belle agreed.

Before their bullying could get far, a flash of light appeared behind the force field with them. Twilight Sparkle had teleportd into their midst.

“Sorry, girls.” Twilight grabbed the shield from off Scootaloo's vehicle. “But I'm going to liberate you of your little toy “shield.””

“Hey!” Scootaloo protested.

“I”m sorry, but it's for an important mission from Princess Celestia.” Twilight said. “I'll get Applejack to buy you something to replace it.” Twilight Sparkle disappeared and teleported herself elsewhere.

“Ha!” Silver Spoon pointed at Scootaloo from the other side of the force field and laughed. “Now who's the victim, huh?”

“Silver Spoon.” Diamond Tiara tapped her friend for her attention. “Look.”

“What?” Silver Spoon looked to where Diamond Tiara was pointing. Her eyes widened and she grimaced as she saw Twilight Sparkle galloping towards a cave on the outskirts of town, separated from town by a river full of rocks.

“We should follow her.” Diamond Tiara said.

“Follow Twilight Sparkle? Are you crazy? If she sees us, she'll send us to a dungeon! Or to Celestia!”

“We owe it to the Decepticons to find out what she's up to.” Diamond Tiara said.

Silver Spoon, despite her instinct for survival and self-preservation, which directly translated into avoiding Twilight Sparkle, couldn't argue Diamond Tiara's point.

So they followed Twilight Sparkle's path. Making their way over the water and avoiding the rocks in the river, they walked slowly and quietly to avoid drawing Twilight's attention. Or so they hoped.

They came to a stop in front of the cave. Gulping in fear, they nodded to each other to assure themselves this was something they wanted to go through with it. 

They entered the cave.

At first, they didn't find anything, but as they walked further into the cave, evidence of Twilight Sparkle's involvement appeared. Machines had been set up. Electronic devices and boxes were lying around. Power cords were spread throughout the cave. But for what purpose?

Going further into the cave, Silver Spoon saw Twilight Sparkle first. She grabbed Diamond Tiara and pulled her behind a rock to hide. From behind the rock, they watched Twilight Sparkle. 

Diamond Tiara let out a loud, sharp gasp when she saw what Twilight Sparkle was doing.

Lying there on an upturned plank of wood, with wires and plugs and tubes coming off his body and compensating for his missing limbs, was a figure Diamond Tiara recognized. The stubs of where his arms once attached had huge holes in them. His body was covered in cracks. One of his yellow, hate-filled optics was dilated, and a huge tube was plugged into the bottom of his torso, making it appear as though his spine was visible. But despite all the crack, all the damage, the wear and tear and the life-support systems he was hooked up to affecting his appearance, Diamond Tiara recognized him.

Diamond Tiara recognized the face of Optimus Prime.

“There you go.” Twilight Sparkle said to Optimus as she used magic to affix the “shield,” in reality Optimus Prime's faceplate, over his mouth. “Don't worry, Oppie.” Twilight rubbed her hoof in circles on his cheek before giving him a kiss. “You'll be better soon. I promise.” Twilight Sparkle left, going deeper into the cave. Diamond Tiara guessed it was to retrieved some tool she had left elsewhere, or write in a log or something.

“Oh, this is bad.” Diamond Tiara stepped out from behind the rock. “This is really, really bad!”

“Why?” Silver Spoon asked.

“Do you know who that is?” Diamond Tiara asked, pointing to Optimus Prime.

“Uh, no?” Silver Spoon said. “A little enlightenment for those of us who didn't make immediate friends with the Decepticons?”

“That's Optimus Prime! He's only, like, one of the most hateful and psychotic Autobots ever!” Diamond Tiara exclaimed. “Twilight's trying to bring him back. She must have scavenged his remains from their river that he fell into and brought them here.” It occurred to Diamond Tiara this explained why Twilight had set her operation in a cave next to a river – it made it easier to recover Optimus' parts if she could send them downstream by boat to her improvised medical center.

“We need to do something. We need –we need to tell somebody. Shockwave. The Stunticons, someone!” 

“Okay, okay, calm down.” Silver Spoon put her hooves on her friend. “I get that this is serious, but you'll be no good to anyone if you have a anxiety attack.”

“Right. Right.” Diamond Tiara took in a deep breath.

Right as Silver Spoon was getting her to calm down, they heard a noise. A creak. A groan of metal.

Diamond Tiara and Silver Spoon looked up and saw Optimus' head had moved. His dilated yellow optic casts its hateful gaze on them.

“Twilight ...” Optimus wheezed out in a weak, almost pitiful raspy voice. “Intruders … intruders …”

“We need to get out of here!” Diamond Tiara exclaimed.
She and Silver Spoon made a dash for the exit, only to smack right into somepony's legs. The two of them fell backwards onto their haunches. They rubbed their heads as they regained their bearings. They lost all hope when they looked up and saw Twilight Sparkle looking down on them.

“What are you two doing here?” Twilight Sparkle asked.

Diamond Tiara gulped. She suspected she wouldn't leave this cave alive ...
> Glass Castles
> --------------------------------------------------------------------------

Megatron blinked his weary optics.

He sat upright, a hand on his head as he tried to readjust to his surroundings. “Where am I? The last thing I remember was … Celestia blasting a hole through my chest.” He looked down and inspected himself, surprised to see his chest was in pristine condition. 

He also appeared to be in space, with stars under his feet and swirling nebula's but an arm's reach from him.

“Hahahaha!” A deep, booming voice laughed.

“That voice ...” Megatron fumbled around as he tried to stand up. “I know that voice.” Looking up, he saw the familiar image of a crown-wearing Decepticon, identifiable by his large shoulders and the caterpillar treads on his arm. “Megatronus?” 

“It is good to see you again, my prize pupil.” Megatronus said. The starry ground beneath him formed a square plate and carried Megatronus to Megatron.

Megatron looked around. “Where are we?”

“That is … difficult to explain.” Megatronus said. “We are in a celestial realm which teeters on the brink of reality, only one misplaced counterweight away from becoming a plane of non-existence.”

“Sounds cheerful.” Megatron said.

Megatronus went into another round of jolly laughter. “Hahaha! You always were one for the dry humor.”

“How am I here?” Megatron asked. “Aren't I dead? Didn't I get a hole blown through and thrown off a cliff or something? I don't know, I was kinda dying, so my perception may have been a bit off, but I think that's what happened.”

“You are correct.” Megatronus said. “You were dying. You died. You are dead. However, I was able to convince … let's call them my friends, to allow me to pluck you from the land of the dead and bring you here into this realm, which teeters between existence and non-existence.”

“And thus between life and death.” Megatron said.

“You always were a sharp one.” Megatronus said. “However, there is a catch to your … “unlife” would be a misnomer, as that's usually reserved for the undead … to your reverse quadruple negative life, in that if you leave here and return the land of the living, you will return to the state you were.”

“Dead.” Megatron said. “Dead and a broken, shattered, smoldering corpse.”

“Yes.”

Megatron looked around, taking in the beauty of the cosmic plains they were on. If he so wanted, he could reach and grab a star in his hand.

Megatron turned back to his former mentor. “Why am I here?”

“Excellent question.” Megatronus walked away. “You and I are not the only ones with access to this realm. You are here because of a being named Sideways. I require your assistance. I need your help to fight him on this plane. I cannot fight him by myself.”

“Sideways?” Megatron walked with his mentor. “Who is he?”

“Difficult to say.” Megatronus said. “Sideways is malleable to the very core of his Ember, assuming he even has one. He has been spying on Equestria, waiting patiently for the right time to make his move. As it happens, the right time for him is now. He has already set his plots in motion. He manipulated Celestia into reactivating your dormant Decepticons and used his  influence to ensure they would escape.”

“Influence?”

“Sideways can affect subtle manipulations into the development of unfolding events. It is not much, but it serves his purposes.”

“This Sideways character you speak of … he does not sound like the type for truth and justice. Why would he want my Decepticons to be reactivated and escape?”

Megatronus stopped and turned to Megatron. Megatrouns held up his hand, and an image appeared in it. A projection of a round, circular device with a tab on the bottom, surrounded by intricate technical detail and with the imprint of a horseshoe in the center of the device.

“Because of this.” Megatronus said. “This is Equestria's Cyber Planet Key.”

Megatron raised an eyebrow. “Cyber Planet Key? I've never heard of such a thing.”

“You wouldn't. They come from a time long before you were born, Megatron.” Megatronus clapped his hands together, making the Cyber Planet Key hologram fade into mist, and the skies above them to show an image of Cybertron, the Transformers' homeworld.

“Eons ago,” Megatronus gestured upwards to the Cybertron projection, and Megatron saw multiple spaceships leaving the planet, “Ancient Cybertronians set out on a voyage to map out the cosmos and share their wisdom with other species on other planets. To both demonstrate their abilities to disbelieving species, and to protect themselves from threats, they carried with them Cyber Planet Keys, receptacles of knowledge and power which manifested from the Key as a form of pure energy.”

Megatron regarded the ships in the hologram.

“Each of the ships landed somewhere. Few, if any of their passengers ever returned to Cybertron. Though whether that was because they chose to stay in the lands they found or if something prevented them, I cannot say for certain. But on the planets they landed, they left the Cyber Planet Keys behind. Over time, the Keys became buried and lost to both the ancient Cybertronians and whatever species they may have found. Buried underground for thousands of years, the Keys began to shapeshift and morph, taking on the characteristics of the planet they were on. This is how Equestria has a Cyber Planet Key, despite its lack of contact with Cybertron.”

Megatronus' mood became solemn.

“Sideways aims to renew and escalate the fighting between the Autobots and Decepticons on Equestria. He intends to have them fight to find and control the Cyber Planet Key of Equestria, ideally ruining Equestria in the process and turning it into a barren wasteland, devoid of life. At least, that's where he's starting. His true goal, his long term plan, his endgame, is to find the Cyber Planet Key himself.”

Megatrouns snapped his fingers, and two rotating globes appeared in front of him.

“This represent Equestria and Cybertron.” Megatron said after looking at the globes for a minute. “Don't they?”

Megatronus nodded. “Correct. If Sideways obtains the Cyber Planet Key, he will use its power to bring Cybertron to Equestria.” A beam of blue light shot from the Equestria globe to the Cybertron globe, and the Cybertron globe was pulled towards the model of Equestria. “He will bring the two planets closer and closer and closer until …”

The two globes smashed into each other, each of them shattering into a million pieces from the impact they had on each other.

“Boom.” Megatronus said.

Megatron was so terrified by the idea he could only repeat what Megatronus said. “Boom.”

“it's best not to think too hard about it.” Megatronus said.

Megatron let his mind wander. This was a catastrophe by any measure of the word, an apocalypse scenario at every level. He couldn't help but think about the lives lost and the destruction wrought by such an action. Cybertron and Equestria, both reduced to floating chunks of space debris. The impact and explosion of the planets would kill all life on both worlds. He thought about the poor Equestrians on the planet. He imagined the oxygenated corpse of some poor pony floating through space, drifting around the cosmos before becoming enmeshed into an unfortunate Cybertronians' wires and entrails …

Megatronus gave Megatron a smack to the back of his head.

“Are you thinking too hard about it? You're thinking too hard about it. I told you not to think too hard about it.”

“Sorry.” Megatron rubbed his head. “There's something I don't understand, though. Why go through all this trouble? Why would Sideways resurrect the Decepticons? Surely it would have been better for him to focus on finding the Key and leave the Decepticons alone, dormant and inactive, where they couldn't stop him?”

“Sideways does not limit himself to just one option.” Megatronus said. “While he most certainly would like to use the Cyber Planet Key to bring Equestria and Cybertron together, he knows he cannot predict every outcome. So if he can lay Equestria to ruin by restarting the war, he will do that. If he can bring destruction to Cybertron by bringing the Equestrians there, he will do that. If he learns a magical Equestrian song which somehow causes others to spontaneously dance themselves to death -”

“I'm starting to get the picture.” Megatron said. “But why, though? What purpose does he gain by destroying Equestria and Cybertron? What end could that possibly fulfill?”

“Sideways and his masters see existence itself as a blight and life as a plague.” Megatronus answered. “So they travel between dimensions, doing all they can to rid the universe of existence wherever they go, destroying one planet at a time.”

“Sounds like a cheerful bunch.” Megatron quipped.

“Indeed.”

“I have one more question.” Megatron said.

“Ask, my student, and I shall do my best to answer.”

“Why me?” Megatron said. “Why choose me to help the fight against Sideways? Surely, as easily as you brought me from the dead, you had your choice of champions to choose from?”

“You were … convenient.” Megatronus said. “You were kinda dead, so you know, I figured, 'Well, he's not going to be doing much else, might as well bring him here!'”

“Hahaha.” Megatron laughed, but though he was amused, he wasn't satisfied. “It's nice to know you have a sense of humor, but that doesn't really answer my question.”

Megatronus was silent, staring at Megatron. 

“You are my prize pupil. Need I say more?”

Megatron was flattered and awestruck.

Megatronus turned his head to the side, observing something in the distance. “Ah, and there are your companions.”

“What?” Megatron's jaw dropped when he looked and saw Starscream, Cliffjumper, Side Swipe, Soundwave, and Chrysalis manifest in the distance.

“Go, my faithful student. I have faith in you.” 

“What?” Megatron saw Megatronus walking away. He reached out for his mentor. “Megatronus, wait! Where are you going?”

“I cannot help you anymore.” Megatronus' image became wavy. “Go. I know you will make me proud.” Megatron faded away into nothingness, disappearing.

Megatron sighed. He loved his mentor with all his heart, but darn if Megatronus couldn't be frustrating and annoying to deal with. Those ancient mystical types, they were all alike, being all vague and ominous and pressuring, tossing around words such as “chosen” and “destiny” while still not being really clear on what was going on.

Megatron redirected his attention. No use in worrying about it now. He turned to face his Decepticons, though it was all so surreal, he almost couldn't believe they were here, but Megatronus wouldn't lie to him. Would he? 

“Starscream!” Megatron exclaimed, forgetting his doubts and worries for just one moment, taking in the joy of seeing his trusted lieutenant again.

“No.” Starscream deployed the blades from his left arm. “Nice try, Sideways, but you already pulled this trick once. Did you really think I'd fall for it a second time?”

Megatron stepped back as he was taken aback. “What?”

“I've been haunted by visions of Megatron in my sleep. I see him in my nightmares and in my dreams. I have had enough visions of Megatron's ghost for one lifetime.” Starscream let out a battle cry, jumping high into the air, his blade raised up, poised and ready to pierce and slash Megatron. “DIE, IMPOSTER!”

Megatron held out his hands trying to show he meant no harm. “STARSCREAM, WAIT!”

Starscream didn't have the patience for Megatron. Megatron jumped backwards to avoid being cut in half by Starscream's sword.

“Starscream, it's me!”

“Likely story.” Starscream sneered. He continued his attack on Megatron, slicing left to right, up and down, with the occasional thrust in an effort to gut him. Megatron dodged every attack by stepping backwards, ducking, or moving to the side. But he would not hit back. It wasn't until after some time did Starscream notice something; Megatron was being entirely evasive.

“Why won't you fight back?” Starscream asked. “Or at least defend yourself?”

“I'm not going to fight you, Starscream.” Megatron said. “You're my trusted lieutenant. The one I can always count on when the going gets tough. The one Decepticon I trust the most to tell me when I'm wrong.I will not fight back. I will not strike you. That would be counter intuitive to convincing you I'm the real me I will do whatever it takes to convince you. So, if I have to do this evasive dance with you for a hundred moons, I will do it.” 

“Really?” Starscream asked. “So I asked you to, say, balance on a unicycle while juggling and kissing a pony on the lips, you would do it?”

“If that's what it takes, then yes. I would.”

Starscream gazed at Megatron. Starscream relaxed and retracted his blade. “It's really you, isn't it?”

“Yes, it is. Or at least, I think I am. It's confusing.”

“But how are you here?” Starscream asked. “You're dead. We saw you die.”

“I'll be honest, Starscream … I had someone explain to me, and I still don't understand it myself.”

Chrysalis let out a loud gasp. “Does that mean we're dead, too!?”

“That depends.” Megatron said. “Did you die or were you dying before you came here?”

“No.” Cliffjumper answered. “We were immobilized, though.”

“Then you should be fine.” Megatron said. “Granted, it doesn't seem like the normal laws of life and death apply here anyway. But now that you're here, I need your help.” Megatron pointed to Starscream. “Now, Starscream, I know I heard you say his name, but how familiar are you with Sideways?”

“We are all too familiar with Sideways. Why?”

“Because we need to take the fight to him and put a stop to his plans before they can be set in motion.” Megatron said. “I'm told we should be able to find him here, in this realm.”

“Sounds like a solid plan.” Starscream looked around, observing their environment. A vast, empty space, with seemingly nowhere to go and no place to hide. “But where do we start?”



In the cave, Twilight Sparkle rubbed her chin, thinking about what to do with the two little fillies she found uninvited in her lair. She seemed oblivious to their shivering and terror.

“What to do with you?” Twilight wondered out loud, pacing around Diamond Tiara and Silver Spoon in a predatory circle. “I suppose I could try to brainwash you into forgetting you were here … or I could take you to Celestia, and she could hypnotize or brainwash into forgetting you were and then make you loyal servants. Hmm. But that might infuriate the Decepticons' enough they would disregard their pathetic moral code and start killing ponies useful to Celestia and I. Hmm.”

Diamond Tiara and Silver Spoon remained where they were, terrified and fearful for their lives.

“Hmm. I know! Tell you what.” Twilight stood behind Diamond Tiara, taking her tail and wrapping it around the filly's body. “How about you don't tell the Decepticons or anypony what you've seen here, and in exchange, I let you go without brainwashing you or vaporizing you or anything? That way, my project remains a secret, you get to leave with your lives, and the Decepticons aren't provoked by your potential mistreatment! What do you say?”

Diamond Tiara looked at Twilight, who was wearing a pleasant smile. A pleasant smile which did little the mask the mind of the psychopath behind her face.

Silver Spoon put a hoof on Diamond Tiara's shoulder. “We should do it, Diamond Tiara. We don't have any other choice.”

Diamond Tiara looked at Silver Spoon. In her head, Diamond Tiara wanted to shout at her. Wanted to scream at her about there was always a choice, like she had heard Cliffjumper and Side Swipe say in the past. But she knew of the choices she did have, none of them were good. Either agree to Twilight's conditions and betray the Decepticons' trust in her, or try to fight back and get brainwashed, enslaved, or vaporized for her troubles. They were a pair of Earth pony fillies; they didn't stand a chance against a psychotic magic user like Twilight Sparkle.

“Well, I don't want to think I'm pressuring you … but I'm pressuring you. This offer will only last for a little while longer if you don't buy it now!” Twilight made a broad, psychotic grin more befitting to her personality than the smile which came before it.

“Diamond Tiara ...” Silver Spoon said.

Diamond Tiara gulped.

“Fine. We'll do it.”

“You have chosen … wisely.” Twilight Sparkle said. There was a flash of light, and a floating paper appeared with a poof, as did a quill. “If you'll just sign your names on this paper saying you agree to all these terms and conditions, I can send you on your way.”

Silver Spoon grabbed the paper. After giving it a quick reading, she sighed her name on the paper. She handed it to Diamond Tiara.

Diamond Tiara read through the paper. Unlike Silver Spoon, she read it a second time, though she still didn't find anything wrong with it; the exact conditions Twilight had set, merely put into writing.

Diamond Tiara, with a sigh, wrote her name under Silver Spoon's. She knew this was a paper buying only her silence in exchange for her life, but she still felt as though she was selling her soul, and what good was a life without a soul?

“Excellent. Thank you.” Twilight rolled up the scroll and dismissed it, making it disappear. 

Diamond Tiara and Silver Spoon left the cave. Diamond Tiara looked over her shoulder, expecting Twilight Sparkle to go back on her word, but Twilight only smiled and waved them off before retreating back into the cave.

Diamond Tiara walked with Silver Spoon to the river, but when they got there, she stopped and sank to her haunches, overwhelmed by her guilt.

“Hey.” Silver Spoon put a hoof on her friend's back. “I know you don't think we did the right thing, but we did the best we could with what we had.”

Diamond Tiara took in a deep breath. “Yeah … I suppose you're right.” Diamond Tiara resumed walking. “That doesn't make me feel any better about it, though.”



After expelling those snooping fillies from the cave, Twilight was eager to get back to work restoring Optimus Prime. So when her assistant, Spike, came and delivered a letter from Celestia, asking Twilight to come and join her on the other side of Ponyville at once, she was a little upset.

“Thank you for delivering the letter, Spike.” Twilight hissed, expressing her disappointment in a passive-aggressive display.

“You're welcome.” Spike said. “And hey … I know you're upset about  me interrupting whatever you were working on, but Celestia said she wanted to see you.”

“But what I was working on was also for Celestia!” Twilight complained. “Well, mostly. Sort of. Kind of. It's for both of us. Just mostly me.” Twilight hung her head and sighed. “Spike? Thank you for walking with me.”

“No problem.” Spike said.

They arrived at the edge of Ponyville where Celestia had instructed Twilight to meet her. Celestia was joined by Rodimus, some Autobots, Shining Armor, Twilight's friends … and Sideways.

“Twilight Sparkle.” Celestia said. “So good of you to come. I'm so glad you could join us.”

“That's quite the party.” Twilight observed Celestia's company. “Must be quite the occasion. What's going on?”

“Sideways ...” Celestia halted as she said his name, her contempt not at all hidden. She gestured her head at him. “Claims he found a new lead to the Cyber Planet Key's location, inside of the Everfree Forest.”

“The Everfree Forest?” Twilight asked. “Are we sure it's a good idea to go in there? No pony has been in there for ages. Who knows what kind of horrible evolution could have taken place inside there?”

“We will have the Autobots to protect us.” Celestia said. “And should they fall, I am more than able to handle whatever creature thinks it will be able to make snacks of us.”

“Gee, thanks for the vote o' confidence …” Rodimus muttered. “All right, youse.” He said to the Autobots. “Let's move!” The group made their way into the forest.

As they marched, Twilight Sparkle walked over to Sideways, getting up close to his leg. “Gee, Sideways. It sure is convenient you find this lead to the Cyber Planet Key right after the Decepticons escape and you suggested we send a scouting party around the Decepticons' dam … which was in the completely opposite direction to where we're going now! It's an awfully big coincidence, don't you think?”

Sideways stopped and looked at her. “I don't know what you're talking about.”

“Hmm.” Twilight wasn't satisfied with his answer – she knew he was hiding something. Everyone knew he was hiding something. But she let the matter drop. She wasn't going to get any answers out from him now.

“Twilight Sparkle?” Celestia came over and spoke to Twilight in a hushed tone. “May I ask that you … refrain from asking Sideways any questions too serious? I will handle the questioning of him, when I deem the timing best.”

Twilight nodded.

Unknown to them, Sideways could hear every word they said. It didn't matter to him. They were so close to his goal, soon none of it would matter anyway, and he could drop his charade.

As they walked further and further down the path of the Everfree Forest, Celestia grew worried. She began to think she might recognize the path they were on. When they had gotten far enough, she knew she recognized the path, but it was too late to turn back.

“Here we are.” Sideways pushed a tree branch out of his way. Reaching their destination, he gestured towards the site of their intended goal. “According to my sources, the Cyber Planet Key should be inside.”

“Inside of that dinky ol' thing?” Rodimus asked. He and the others were right to be unimpressed; Sideways had led to them to what appeared to an abandoned temple, which had gone without care for years. If the stone once had any color, it had washed away. Cracks and crevices were along its surface, and some parts of it had fallen off and crumbled to the ground.

Celestia was the first to step towards. She had a look of awe on her face, as if seeing something she didn't think she would see ever again. “I know this place … it used to be a castle. I lived here once, with my …” 

“With your …?” Fluttershy asked.

Celestia shook her head, pushing her memories aside. “Nothing. It doesn't matter now. Inside, everypony. I will have that Cyber Planet Key.”

“Sure you will.” Sideways mumbled.

“What was that?”

“Nothing!” Sideways insisted.

Celestia gave him a glare before being the first to enter the castle. The rest of the group followed her.

Once inside, Celestia ordered them to spread out and search the entire castle from top to bottom. As the Autobots began to toss the place, Celestia's gaze fell on and lingered to a staircase.

“Your Majesty?” Twilight asked, noticing Celestia's distant gaze. This was odd. It was unlike Celestia to seem so … distracted and spacey. “Are you all right?”

“Yes, I'm fine.” Celestia said. “I'm going to go upstairs and reminisce.” Celestia said.

“I'll join you.” Sideways said. “I've got a good feeling about there being a clue somewhere upstairs.”

“Wait a minute.” Rodimus said. “Youse ain't goin' anywheres without me ta … chaperone ya. After all, we Autobots got to stick together, don't we?” Rodimus was as suspicious of Sideways as Celestia and Twilight were, and he was not about to leave Sideways alone in a room with Celestia. Who knows what kind of trouble he could stir up?

“If you insist.” Sideways took this with grace. “The more the merrier.”

Taking Sideways' advice, Twilight's friends, as well as Rodimus and Grimlock, with a few other Autobots, joined Sideways and Celestia as they made their way up the stairs. All the Autobots had to duck in order to squeeze themselves inside the pony-sized staircase, but Sideways didn't appear to have any problem. Another one of his many oddities.

Reaching the top floor, Celestia stood in front of staircase. She was overcome with a rush of nostalgia brought about the sight of the floor and its décor, faded though it was. 

“I had many good memories in here.” Celestia said. “In fact, I think I was still living in here when I first banished Star Swirl.” 

“Star Swirl, eh?” Sideways looked around the room. “Ah, here we go.”

“Hmm?” Celestia and the others were confused when Sideways entered the room and walked towards a pedestal in the center of the room. The pedestal had six arms sticking out from the sides, each holding a small orb, with an intricate sculpture of the sun and moon on top of the pedestal.

Sideways approaching the pedestal made Celestia uncomfortable. It was clear to Twilight Sideways was about to dig something up Celestia would have preferred to stay buried.

“You can always tell when there's been Cybertronian influences hidden in the architecture ...” Sideways muttered.

Celestia scraped her hoof as Sideways began to investigate the pedestal. “Sideways, I've been meaning to ask you something …” Twilight had to hand it to Celestia; she was far more subtle with her question. “While discussing the Cyber Planet Key, you said something. Something that made me think. You mentioned the idea of sending somepony to the moon … and I'm wondering, how do you know about that?”

Sideways ignored her. “There it is.” He placed a hand on the pedestal and pushed in, causing a panel to sink inside of the side of the pedestal. 

Everypony was surprised by the rumbling made as the pedestal moved, dragging itself across the floor and deeper into the room. Revealed, hidden beneath it, was a block of metal far more advanced than anything the ponies who lived here could have conceived of.

The metal block rose up, elevating itself up beyond the floor. It clicked and buzzed and whirred. It broke apart, separating into several pieces as though it were a living Cybertronian in the process of shifting between their two modes. The structure rearranged itself into an ornate column, decorated at the top with the design of a castle turret, with blocks shaped to resemble a hand held a round device in the center. The device was round and circular, with mechanical detailing around it and a horseshoe imprinted in its center, with a tab on the bottom which appeared to be meant for inserting it into something.

“Is that …?” Twilight asked.

“The Cyber Planet Key?” Celestia said. “It must be.”

“Yes.” Sideways put his hand on the Key. With a moment's hesitation, he plucked the Key from its holder. “Finally … after all this time, it's mine.”

“I wouldn't be too sure about that.” Celestia said.

“Huh?” Sideways turned around and saw the Autobots are aiming their weapons at him.

“Thank you so much for your help in locating this Key, Sideways.” Celestia told him with a great, big smile. “But you have demonstrated to me that you are more trouble than you are worth. Now that you have found the Key, you are no longer of any use to me. Hand over the Cyber Planet Key, and I will allow you to leave with your life.”

Sideways looked around the room. He looked at Rodimus, who had a gun trained on him, and he looked at Celestia, who was getting impatient, and Twilight, who looked angry.

“Oh, Celestia.” Sideways said. “You really don't know what you got yourself into, do you? Don't worry. I'll keep my word. You can have the Cyber Planet Key when I'm done with it.”

“What are you talking about?” Celestia said.

“Yeah!” Fluttershy spoke up. “I mean, we have you surrounded and at gunpoint, not the other way around! What could you possibly do?”

Sideways snapped his fingers. 

Celestia, Twilight's friends, and the Autobots were lifted off the ground, suspended and floating in mid-air, unable to move. 

A patch appeared under his feet, as though Sideways or someone had punched a hole through the floor, and through the hole, Celestia and her minions could see space. The patch began to spread through the floor and to the walls, consuming the room in starry darkness. Once it had consumed the entire room, and Celestia's group were looking at stars, with nothing to show the world they had left behind, they were released from whatever bindings Sideways had placed around them. They were dropped to the ground, now subject to gravity again and able to move on their own.

“What?” Celestia and Twilight were among the first to stand up and recover. “Where are we? What is this place?” 

“Now that, is an excellent question.”

Celestia and the Autobots all expressed their surprise when Megatron and the Decepticons approached them. Megatron in particular was an unexpected and undesired surprise, but the Autobots were able to regather their resolve and steel their nerves, aiming their weapons.

“Too bad I don't have an answer for you.” Megatron said, smiling and not afraid of their weapons.

“Hey, you, uh, want to put those things down so we can talk?” Cliffjumper asked, pointing to the Autobots' weapons.

“How are you here?” Celestia growled at Megatron. “You're supposed to be dead. I know this. I was the one who killed you!”

“Yeah, yeah, yep, yep.” Megatron said. “You're not the first one to ask me that today. Heck, I even asked myself that. But however I'm here, I'm going to guess you were brought here by Sideways, and the important thing is that we all work together to stop him.”

“What?” Cliffjumper and the other Decepticons were shocked. Though it was hard to say whether they more or less shocked than the Autobots.

“Megatron, you can't be serious!” Side Swipe said.

“Work together? With youse?” Rodimus asked.

“Look,” Megatron said, “Sideways' plans threaten us all. If he succeeds at what he's set out to do, he will destroy both Equestria and Cybertron utterly. Now, you Autobots tend not to care about saving lives, but what you do like to do is conquer planets, and I imagine you might like an intact planet left to rule over.”

“Yeah? So, what of it?” Rodimus asked.

“If Sideways has his way, you won't have any planets to rule over.” Megatron said. “That is, unless you feel like taking over a bunch of useless, disconnected patches of space rock.”

“What are youse sayin'? Youse saying Sideways is goin' to destroy Equestria, or something?”

“That's exactly what I'm saying!”

Rodimus scratched at his goatee. “Yeah. Yeah, all right. We'll work together with youse. But only so we still have a planet to rule, yeah?”

“Excuse me?” Celestia said. “Don't I get a say in this?”

“Ah guess.” Rodimus said. “Mind, I'm pretty sure youse would like to keep that pretty kingdom of yours in one piece, yeah?”

Celestia grimaced. She averted her eyes. “Yes.”

“Then it's settled.” Rodimus said. “We'll work together to keep Sideways from blowing Equestria to kingdom come, huh? Put 'er there, Megs.” Rodimus offered his hand to Megatron. “Let's shake on it.”

Megatron hesitated before reaching his hand out.

“I wouldn't shake hands with an Autobot.” Starscream said. “You never know if they might be carrying a bomb in them.”

“Fair enough.” Rodimus began to retract his hand, but Megatron reached his hand out and took Rodimus' by force. Rodimus smirked as the two shook hands, cementing their truce.

“Megatron!” Starscream exclaimed. 

“Relax, Starscream.” Megatron said as he pulled his away from Rodimus' hand. “It's not like I'm going to make a habit of it.”

“Okay!” Rodimus clapped his hands. “To get started, we need to figure a few things. First thing is, where are we? Second thing, how did we get here? And three ...”

“How can we get out?” Starscream asked.

“I believe I can answer all of those for you.” 

Sideways appeared, manifesting from the ground like a ghost going through walls.

“You're here because I need you to be busy elsewhere while I get to work.” Sideways said. He noticed Megatron. “Funny. I wasn't expecting to see you here.”

Megatron shrugged. “Coming back from the dead, showing up uninvited … I'm full of surprises!”

“So you told us why we're here.” Starscream said. “Care to answer the question of how we can get out?”

“Despite what you might think, actually, yes, I do!” Sideways said. “See, I don't need all of you here permanently, just long enough to put my plan in motion. So because of that, I'm willing to be a little lenient.”

He snapped his fingers, and walls rose from out of the ground, forming a labyrinth behind him.

Sideways pointed to the maze' entrance. “ There's an exit at the center of the maze. Solve the maze and get to the center, and I will let you all go back to Equestria and the normal, mortal world. Granted, I expect that you can solve it, but like I said, it doesn't need to distract you indefinitely, just long enough. Either way, solve the maze, solve the puzzle, you go back home. Aren't I generous? Even if “home” gets to be, mmm, shall we say, a little less intact while you're gone.”

“Oh yes.” Starscream quipped. “So very generous.”

“I'll leave a hologram of myself to guide – well, mislead, really – you around the maze. When you solve it, he'll be the one to teleport you back home while I get busy. Have fun and good luck! I'd say you're gonna need it, but you'll need a lot more luck for the part that comes after the maze where you return home to the remains of where Equestria once was, don't you think? Toodles!” Sideways gave them a wave and disappeared the same way he came, sinking into the ground. As he said, a fuzzy hologram of Sideways appeared to take his place.

“Hi!” The hologram said. “I'm a hologram and essence of Sideways, and I'll be your de-tour guide this lovely evening! Is it evening? I can't ever tell in all this celestial plains … they're always stars everywhere. You'd think somebody was infatuated  with them or something ... anyways, if everyone's ready, let's get started!”

The hologram of Sideways blinked and disappeared, only to reappear high above the maze, floating in midair.

“We should split up into groups.” Megatron said. “We'll cover more ground that way.”

Rodimus nodded to show he agreed. After some dividing of their ranks, the Autobots and Deceptions ran into the maze.



Back on Equestria, Sideways, this one in a more solid body than his fuzzy hologram, walked onto a grassy clearing. A wide open space with a circle of trees around him, with nobody around to bother him or distract him from his work.

Sideways held the Cyber Planet Key. He held it front of  his visor, regarding it for a moment. After waiting for it for so long, it was almost hard to believe he had it in his possession now. But he did, and that was all that mattered.

Tightening his grip around the Key, Sideways held it up over his head. The Key, at Sideways' urging, began to glow, pulsating with golden light. Charged with power, its energies active, the Key shot a beam of blue light into space. First it reached the sky above Equestria, then it breached and passed through the atmosphere of Equestria, before at last escaping the planet and reaching its goal – outer space. 

And with it, Cybertron.



In the cosmic realm, the various groups made their way to the maze. Starscream, paired up with Megatron, went down one path and bumped into Grimlock and Fluttershy.

“Hey, aren't you two supposed to be going another way?” Fluttershy leered at them.

“We were going another way.” Starscream said. “It's a maze. Multiple paths lead to the same place. You do know how mazes work, don't you, Fluttershy?”

“I know what a maze is.” Fluttershy glared at him.

“Perhaps we can use something to track our paths. Like breadcrumbs.” Starscream said. “Fluttershy, you think you could rip out a few tail hairs and leave them behind you as you explore the maze?”

“As if! I'm not messing up my perfectly good tail for you losers.” Fluttershy said.

“Fluttershy, if we want to get out of this maze, we're going to have to work together. That means we have to cooperate, and work with each other, not against each other.”

Fluttershy huffed.

“Fine. I'll figure something out.” Starscream said. “Maybe I can use my blasters and leave scorch marks ...” Starscream aimed his blaster at the wall and fired. The wall parted, causing the energy to pass through it, before reforming. “Well, there goes that plan.”

Sideways' hologram, floating high in the sky, positioned himself as though he was laying on his back with his hands underneath his head. “Try all you like. You'll never get out of my maze in time.”

Megatron looked up at Sideways' hologram. “We'll see about that, Sideways.”

“I guess we will. Of course, I wouldn't put much faith in the words of a math genius who can't calculate his way out of a war.” Sideways said. 

“What?”

Sideways' hologram leaned forward. “Megatron, you were leader of the Decepticons, right? Fought the Autobots in the war on Cybertron? So tell me, how come, with your skill in mathematics, you were never able to calculate a way to win and end the war? It is because you're not as good as you think are? Or maybe it's because you enjoyed the conflict? You enjoyed the rush, the thrill of battle, sending your soldiers out to fight?”

“How dare you suggest a thing!” Megatron shouted. “I have done everything I can within my power to end the war. Maybe it wasn't enough, but don't you dare say I didn't try!”

“And you, Starscream.” Sideways' hologram went on. “When Megatron died, he made you leader of the Decepticons, didn't he? Too bad you couldn't lead them anywhere but dead ends. Why, you lead them right to where they could no longer get into Ponyville!”

Megatron looked at Starscream. “Starscream, is this true?”

“No!” Starscream said. “There was a force field! Twilight Sparkle and her friends put up a force field! We couldn't get in. It wasn't – it wasn't my fault. It wasn't my fault!”

“Starscream. Starscream.” Megatron put his hands on Starscream's shoulder. “Starscream, I believe you.”

“You do?”

“Yes. Sideways is trying to drive a wedge between us. He's trying to distract us from our goal by preying on our doubts. But if what you say is true, and Twilight Sparkle did put up a force field … then  it wasn't your fault. Do you hear me? It's not your fault the Decepticons couldn't get into Ponyville.”

“Thank you, sir.”

“And you, Pinkie Pie.” Sideways' hologram switched targets. “It was so easy to manipulate you. All I had to do was call and tell you about the future and controlling you was as easy … well, pie. It took you a while to come around at first, but after you did ...”

“What are you talking about?” Pinkie Pie snapped. “The only thing I did was call you back when your … prophecy came true.”

“Ah, but that wasn't all, was it?” Sideways said. “No. If you didn't have some faith in me, you wouldn't have agreed to go meet the Decepticons for a truce negotiation, would you?”

“I ...” Pinkie stammered. 

“Pinkie Pie, don't let him distract you!” Megatron shouted.

“Quit twisting the situation around to fit your own preferred viewpoint! I did that because Celestia asked me to, and that's it!” Pinkie looked away. “Still … I can't help but somewhat guilty. Perhaps if I had said something. Maybe if I told Twilight Sparkle what was going on … we would have be able to catch before your plans got as far as they did.”

“Doubt it.” Sideways said. “Even if you did get suspicious quicker, you would have never caught me.”

“So … to that end ...” Pinkie Pie turned to Twilight Sparkle, who was with her. “I'm sorry, Twilight. I'm sorry for letting Sideways manipulate me as much as he did, even if it wasn't really much.”

“Oh, Pinkie Pie … I forgive you!” Twilight pulled Pinkie Pie into a hug. “He fooled all of us. Well, really, by the end of the Day One, Celestia and I got suspicious of him, but still, it's the thought that counts.” 

Pinkie Pie smiled. 

“Oh, hey, you know what? Speaking of prophecies, you know that prophecy Star Swirl predicted? The one about the Transformers coming to Equestria? The one that led Celestia to banish him?”

“Yes?” Celestia asked. “Where are you going with this?”

“That was me. I did that.” Sideways said. “I reached back in time a few hundred years, and I got into his head, and I gave him visions of the Autobots and Decepticons coming down from the stars to land on Equestria.”

“What? But why?” Celestia asked.

“To find the Cyber Planet Key, of course.” Sideways said. “I had to wait for the right time. I needed everything to be just right, and I mean absolutely perfect, before I could go out and get the Key. By giving Star Swirl those visions, it gave Equestria a chance to get ready for the coming of the Autobots and Decepticons. A chance you squandered, by the way, Celestia. Instead, you drove him away and banished him to the faraway lands. You tossed aside your best friend … because of something I did.”

Celestia halted, her jaw dropping and eyes widening as the implications in Sideways' words set in. 

“You've been a manipulator your whole life, Celestia.” Sideways said. “Yet all this time, right under your nose, you yourself were being manipulated and didn't even know it. I can't imagine how that must make you feel ...”

“Celestia!” Megatron shouted from across the maze. “Ignore him! Don't let him distract you! You can worry about it all you like later, but right now, we need to focus on reaching the end of the maze!”

Celestia snapped to her senses. “Though am I loath to admit it, you are right, Megatron. We must keep Equestria from being destroyed.” Celestia darted off, seeking to explore the maze. 

“Well done, Megatron.” Starscream said. “I didn't think she would listen to you.”

“We all have things we care about, Starscream. Even if Celestia only cares about saving Equestria so she still has a planet to rule over.”

“Well said.” Starscream said. “I can't wait until this is over and we can have you leading the Decepticons again.”

Megatron stopped and turned towards Starscream.

“Starscream … I'm not coming back. I can't lead the Decepticons. Even if I do find a way out of this realm, I won't return as me, but I'll go back to being a corpse. When this is over, you will still have to be the one to lead them.”

Starscream gasped. He turned his head from Megatron, silently cursing this dimension for getting his hopes up.

“Hey.” Megatron placed his hands on Starscream's shoulders. “Look at me. I have faith in you. I have every confidence you can and will do a fine job leading the Decepticons to victory.”

Starscream was stunned into silence. He nodded, accepting Megatron's words.

“Now come on.” Megatron said. “We have a maze to solve.”



Blitzwing arrived at the Decepticons' dam carrying a load of supplies. As he was presenting them to Shockwave, he noticed something odd in the sky. “Hey, what's that?”

Shockwave looked up. It appeared a huge star was being pulled towards Equestria, closer and closer. As it got closer, Shockwave could see it was not a star, but a planet. A familiar planet, no less.

“Is that … Cybertron?” Blitzwing said.

“I am not a scientist.” Shockwave said. “But I am fairly confident in saying that this … is not supposed to happen.” Shockwave continued looking around and he saw the blue beam which seemed to be connecting to Cybertron. He was able to follow the path of the beam beam and determine its point of origin. “We should investigate.”

In Canterlot, the Autobot Ricochet was noticing the same phenomenon and came to the same conclusion as Shockwave.



“So, Megatron, how come you never could end the war?” Sideways' hologram continued to pester and pick at Megatron over this. “Surely, with your mathematical mind, you could have calculated a solution?”

Megatron stopped where he was and glared at Sideways. He was sick of this game and was going to end it now. “Tell me, Sideways. If I have the number ten, what does that tell me? That tells me I must have some combination of numbers that add up to ten. The same thing applies for one-hundred, or one-thousand.”

“Okay.” Sideways' hologram agreed.

“I may not know what numbers add up to ten – maybe it was five and five, maybe it was eight and two. But the point is, I know what numbers I have and what can go into it. Now, suppose I'm out on patrol, and I come across an Autobot. What he will do? Will he attempt to open fire? Will he retreat? Was he out scouting, or possibly trying to defect? If he retreats, it is because he doesn't want to fight me, or is he trying to lure me into an ambush? Or maybe he was working on some project that he doesn't want me to find out about. Is your head spinning yet?”

“A little bit.” Sideways' hologram said.

“So you see ...” Megatron said. “Even with all my mathematical genius, even I cannot predict everything an Autobot is going to do. That is why I haven't been able to win the war, and that is why your questions, although they seem thoughtful, are meaningless.”

“Well, I, uh ...” Sideways, for the first time, didn't know what to say.

“There's one more thing I don't get, though.” Megatron said. “You reactivated the Decepticons in order to help find the Cyber Planet Key, yet you were able to find it anyway. So really, it shouldn't have made any difference as to whether the Decepticons were active or dormant, so … why?”

“My masters were searching for the Cyber Planet Key.” Sideways sad. “Other entities did their best to prevent them from finding it. Reviving the Decepticons was supposed to help me find it when they couldn't,  but wouldn't you know it, after that happened, they were able to pierce the fog and locate the Key. It won't matter. Either way, the Decepticons aren't going to be active much longer!”

Megatron turned down the corner of the maze and noticed something. “Could it be …? Quickly, Starscream!” Megatron and Starscream ran down the hall of the maze. They reached their destination.

They had reached the center of the maze.

“Ha!” Megatron pointed at Sideways. “We did it, Sideways! We beat your game and found our way to the center of the maze! Now you have to send us back.”

“I, uh, well … you all have to get to the center.” Sideways' hologram said. It was obvious he was stalling for time, not ready to admit defeat.

“Really? Fine.” Megatron said. He placed his hands around his mouth and shouted. “Everyone! Follow the sound of my voice!”

Sideways' hologram snapped his fingers.

“No!” Megatron's voice came from another direction. “Follow the sound of my voice!”

“Don't listen to them!” Megatron's voice came from a different direction. “Follow the sound of my voice!”

“Really?” The real Megatron asked. “You're going to try to distract us with more clones? I've had enough of this.” Megatron raised the cannon on his arm into the air and fired, sending out a blast which acted as a flare to everyone else. The clone Megatron copied his movements and fired their own blasts,   but their efforts were in vain. Everyone had seen where the first blast came from and made a note of it, and were heading there. And in case it wasn't enough, Starscream fired a few shots to remind everyone else of where they needed to be.

The Autobots, ponies, and Decepticons all gathered in the center.

“We're all here.” Megatron said with a smirk. “Now you have to let us go, Sideways … unless you'd like to try to another twist?”

“I ...” Sideways' hologram was at a loss for words. “You know what? I was hoping to have Cybertron a little closer to Equestria by now, but it doesn't matter. All in all, ultimately, putting you in the maze achieved my goal, which was to keep you away from me until it was too late. So I suppose I can't complain.”

Sideways snapped his fingers, and they all engulfed in a flash of light.

The Autobots, Decepticons, and ponies were all dumped out of a portal onto the Canterlot mountains. Starscream had lost track of where Megatron's corpse was when he was first killed by Celestia, but wherever it had been, after all everything which occurred in the other dimension, it was with them now, joining in the pile as Sideways' portal dropped them all to the ground.

“Where are we?” Starscream asked, getting to his feet and remaining focus.

“Looks like a way underneath Canterlot.” Rodimus said. 

“What in the name of …?” Celestia asked in surprise, looking up at the sky.

It didn't take for long for both of them to notice the distant image of Cybertron coming into view over the planet. Examining its position, Starscream calculated it didn't pose a threat to Equestria yet, but if it got any closer, it would begin to affect Equestria's gravity.

“We gotta find Sideways and put a bullet into 'im, and fast.” Rodimus said. “But how are we gonna dod that?”

“Something tells me we'll find him over there.” Starscream pointed at the tractor beam which was tethering Cybertron and Equestria together.

Cliffjumper insisted on swinging around and picking up Diamond Tiara and Silver Spoon on the way. “They deserve to see this. This planet is their home, too.” He said.

The group made their way over to the forest, where the rest of the Autobot and Decepticon forces were already set up and out in force, doing their best to stop Sideways and bring him down.

“Attention, unknown Cybertronian!” A Decepticon shouted at Sideways. “Stop what you are doing, or we, under the authority of the Decepticons, will have to place you under arrest for … well, I'm not sure what kind of crime moving a planet constitutes, but we'll think of something!”

When Sideways didn't answer, the Decepticons opened fire.

Sideways, with a brisk calm, stepped out of the way, dodging their lasers. The light of the Cyber Planet Key pulsated in his hand, and the Key fired a beam at the Decepticons. The Decepticons ducked for cover, the Key's beam tearing apart the trees and destroying everything else in its path. Let there be no doubt; it was powerful, and it had the capacity to destroy things both large and small.

“Aw, geez!” A Decepticon swore, hand on his head. “The only thing that could make this worse would be if Optimus Prime showed up out of nowhere, back from the dead!”

“Don't be ridiculous.” His fellow Decepticon chided him. “Optimus Prime is not going to show up out of nowhere. Don't tempt fate like that.”

Twilight Sparkle chuckled. “Well, actually ...”

Both of the Decepticons ducked for cover as Optimus Prime proceed to show up out of nowhere, flying in on the scene with fire blazing from his back from a newly-installed jetpack. He was in a new body, one different than before, with pronounced towers on his shoulders, a thinner midsection, and slimmer, more athletic legs, all topped off by a yellow sword in his hands.

“What's this?” Celestia asked.

“You remember when I said I knew just the 'bot for the job?” Twilight Sparkle said. “Optimus Prime was that bot. I've been working on him for awhile now, trying to resurrect him. Just before you called me over to the Everfree Forest, I managed to active him. There's still a few kinks and glitches in his body I need to work out, but he's functional!”

“What is going on?” Optimus Prime demanded in his booming, thunderous voice which reeked of death, destruction, and doom. He picked up one of the Decepticons by the throat. “What has been happening in my absence?”

“Optimus!” Twilight shouted for his attention, Celestia and her running up to him. “Optimus, put the Decepticon down. There will be plenty of time to kill all the Decepticons you like later, but right now we have to focus on stopping Sideways!”

“Who?”

“That robot there.” Celestia pointed. “We'll be brief on the details; in his hands, he holds a Cyber Planet Key, a device of unimaginable power which he intends to use to bring Cybertron and Equestria together, shattering both planets to pieces. He must be stopped. Even now, you can see Cybertron hover over Equestria's atmosphere.”

“That doesn't sound bad to me.” Optimus Prime said. 

“Even if both planets are utterly annihilated, leaving you nothing left to rule over and taking you with them?” Side Swipe asked.

“Sounding slightly less appealing now that you mention that, yeah.” Optimus said. He began to look at Side Swipe. “Hey, don't I know you?”

“Maybe, but you should focus on stopping Sideways for right now.” Side Swipe said, glaring at Optimus.

“All right. How do we do that?” Optimus said.

“I may have a solution for that.” Starscream said. “While you were all talking and getting Optimus Prime up to speed, I was observing Sideways. I noticed the beam he fired at my fellow Decepticons. He seems to be able to control and direct the Key as long as he's holding it, using it to put out an enormous amount of energy.”

“Yes, so?” Cliffjumper asked. “How does that help us?”

“I believe, if someone were able to simply put their hands on the Key, they might be to wrest control of it away from him.” Starscream said. “Whoever does it would have to fight Sideways in a battle of wills to decide who ultimately controls the Key, but it could be done … and whoever does could redirect the energy Sideways is using to tow Cybertron into Sideways himself, which just might be a crazy enough idea to deal with him … permanently.”

“But who could we get do that?”Chrysalis asked. “And are you sure it will work?”

“Both good questions. As to whether I'm sure it will work, I have a degree in theoretical physics and it's the best I can come up with. As to who will do it, it would have to be someone with an iron will. ”

“Someone determined ...” Side Swipe said.

“But also someone who's willing to risk their life in what may well be a suicide mission if it doesn't work.” Starscream continued. “Someone with absolutely no sense of self-preservation or regard for their own well-being … hmm.”

Optimus Prime was dismayed to see himself the end of several stares. “Why is everyone looking at me?”

Sideways tilted his head upwards, taking in the view of Cybertron. Here he stood, moments away from victory and the complete and total destruction of both Equestria and Cybertron.

Until Optimus Prime flew over him. 

“What?” Sideways exclaimed. “Where did you come from?”

“I am Optimus Prime of Iacon. I ...” 

Optimus, hovering above Sideways, reached out and put his hand on the Cyber Planet Key.

“Am your undoing.”

Optimus began to exert his will over the Cyber Planet Key, commanding its energies to flow into Sideways. Sideways widened his stance and dug his feet firm into the ground. He would not be overcome.

Optimus Prime felt differently.

Their bodies began shaking, overwhelmed with the effort of trying to exert their will over the Key. Optimus pushed. Sideways pushed back. They pushed back and forth, alternating in a tug of war for control of the Key and all its powers.

The Key began to yield to Optimus. Little balls of golden light appeared around and stretched, forming tendrils which wrapped around Sideways' wrist. They traveled further up his arm, reaching his chest and head. The tendrils continued to wrap Sideways up, coiling around his entire body.

Sideways' visor began to crack. He grunted and tensed up, trying one last attempt to force his will into the Key and get it to reject Optimus Prime's commands. More and more of his body began to crack and splinter, falling apart.

Sideways' succeeded in causing the Key to let out a blast of energy which threw Optimus Prime off, but It was too late for him. The cracks covered his entire body, and he could stand no more. Light poured out from the cracks, the energy inside attempting to escape. A container could only hold so much energy and Sideways' body was well over its limits.

Sideways fell to the ground, on his sides.

“ … I'll have my revenge.” 

Shafts of golden light burst out from every part of his body, beginning with his head and traveling downwards. Sideways contorted and twisted until, with light shining from him everywhere, his body was consumed by a spectacular explosion which saw the entire surrounding area bathed in gold light The area where his corpse once was replaced with a crater in the ground with a weak trail of smoke rising up from it.

Optimus Prime walked towards it. He bent down and picked up the Cyber Planet Key, claiming his prize.

“NOW!”

“What?” Optimus Prime was caught off-guard as Side Swipe charged at him with swords raised. Optimus, forgetting about the super powerful artifact in his hands, met Side Swipe's challenge, taking his broadsword and blocking Side Swipe's blow.

“I realize something.” Optimus Prime said. “I do know you. You were a traitor who defected to the Decepticons.”

“Only after you betrayed Drench.” Side Swipe said.

Side Swipe jumped back, avoiding Optimus' attempt to slice him horizontally.

Starscream came rushing by in jet mode. With Optimus distracted by Side Swipe, he snatched the Key from Optimus Prime's hand. 

“I've got it!” Starscream yelled. “MOVE MOVE MOVE!”

“This is for Drench!” Side Swipe took one of his swords and ran it through Optimus Prime's chest, cracking his windows. Side Swipe jerked his sword and did a backflip, transforming into car mode and driving away from Optimus Prime as fast he could before Prime could make sense of what was happening.

Starscream led his team back to where they had left Megatron's corpse. The Autobots pursued them and were hot on their trail the whole time. 

Starscream's Decepticons gathered around Megatron's body, limp and lifeless on the ground.

“Do you think this will work?” Cliffjumper asked. “I mean, I get the Key is powerful and all, but it will bring Megatron back from the dead?” 

“It's worth a try.” Starscream said. “And even if it doesn't, it's better than the Key is in our hands, rather than those of the Autobots.”

“Starscream … be realistic.” Side Swipe said. “Are you sure putting the Cyber Planet Key inside him will work?”

Starscream looked at Side Swipe.

“No.” 

Starscream plunged the Cyber Planet Key into Megatron's chest, shoving through the metal and connecting the Key to Megatron's core.

Megatron's optics opened and his body began vibrating. Similar to what happened to Sideways, shafts of blue light shot out from Megatron's mouth and eyes.

“Ah!” Optimus Prime exclaimed, climbing the mountain and arriving at the Decepticons' location. “There you are, Decepticons!” He saw Megatron. “What's this?”

Megatron's body was lifted up into the air. Starscream and the other Decepticons, sensing an imminent release of energy, ducked for cover and took defensive positions.

Optimus Prime raised an arm to shield himself. 

Megatron's body let out a huge wave of energy which radiated outward. He was encased in a sphere, a blue ball of energy, and turned into a shadow. 

There was a blinding flash of light. When the area cleared, there was something floating where Megatron's body was, only standing upright. It had something of a superficial resemblance to Megatron, but it wasn't. It was a Decepticon who was mostly purple, with a crowned head, silver, boot-like legs, and a large rotor assembly on his right arm.

“Megatron?” Starscream asked.

“No.” The figure answered. “Not Megatron. Megatron was an excellent commander, but his self-doubts kept him from acting to his full potential. I have no such limitations. Yes, in a way, I am Megatron, but I have been reborn. I am new. I am the Decepticon this world needs. I am the liberator of the oppressed and the voice of true freedom! I … AM … GALVATRON, SLAYER OF TYRANTS!”

Cliffjumper let out a whistle. “Okay. I'll admit. When the Optimus Prime of my world comes back to life, he doesn't usually make that grand of an entrance.”

Galvatron surveyed the area. Floating to the ground, he locked eyes with Optimus. “Optimus Prime. My old enemy.”

Optimus Prime brandished his sword. “Good to see you again, too, my hated, loathsome … wait, wait a minute, hold up. Did you say Galvatron?”

Galvatron shrugged. “I come back to life in a new body and I give myself a new name. As you do.”

“I suppose.” Optimus Prime said. “HYAAH!”

Optimus Prime lunged at Galvatron. Galvatron raised his arm, causing Optimus Prime's sword to get stuck between Galvatron's rotor blades. The two pushed at each other.

The other Autobots, Twilight Sparkle, and Celestia made their way up the mountain. 

“Come on, Oppie!” Twiight Sparkle said. “Get him! You can do it!”

Optimus Prime applied more leverage and pressure to his sword. “Yield, Galvatron! You never able to defeat me on Cybertron; why mess with tradition? Surrender now, and I will grant you a quick and merciless death! Or perhaps I'll let you live to be my pet. I'm sure Twilight Sparkle would love to play with you!”

“Oh.” Celestia swooned, putting a hoof over her chest. “What poetry. An Autobot after my own heart.”

“Hey!” Twilight smacked Celestia in the leg. “He's mine! Go get your own Autobot!”

“Surrender and die, right after I already came back to life? Hmm … no thanks!” Galvatron kicked Optimus Prime in the stomach, sending him staggering backwards.

“Grr ...” Optimus Prime clutched at his midsection. 

Galvatron began winding up his rotors, the blades spinning. “So, Optimus, how are things back at your base?”

“I wouldn't know.” Optimus said. “I've only been on my feet for a little while, and most of that spent dealing with that Side-whatever person. I haven't really had a chance to check in with the rest of the Autobots ...” 

“I hear Rodimus has been doing a fine job.” Galvatron said. His rotors continued to spin, building up momentum. “In fact, I'd say he's been doing a better job than you ever did!”

“What?” Optimus growled.

“Optimus!” Twilight shouted. “Can't you see what he's doing? He's stalling, trying to distract you by riling you up!”

“Thank you, Twilight Sparkle.” Optimus Prime calmed down and readied his sword. “I can always count on you to keep my on-task.”

“My pleasure, dear!”

Galvatron frowned. “Well, it's nice to see you two have what I assume passes for a happy, healthy relationship among Autobots, but still … you two are disgusting.”

“Oh, please, Galvatron. Don't tell me you've never snuggled up to that tall Changeling you hang out with?”

“No, I can't say I have.” Come on. Galvatron thought, looking at his rotors. Just a bit more …

“Well, it's been nice to chat.” Optimus Prime growled and raised his sword up. “But now it's time for this battle to end with only one of us victorious.”

“I couldn't agree more!” 

Galvatron aimed his rotors at Optimus Prime. With the energy built up inside them, and the power of the Cyber Planet Key, Galvatron was unable to unleash a torrent of wind – nothing less than a directed cyclone – at Optimus Prime and the Autobots. The strong winds blew Optimus Prime and the others off the mountain, forcing them over the cliff edge and sending them tumbling down. 

His foes vanquished for the time being, Galvatron turned to his trusted men. “We should move, Decepticons. If I know Optimus Prime – and I do – then getting sent to the bottom of a mountain by a tornado is only going to put him off for so long.”

“Yeah, okay, but first I gotta say ...” Cliffjumper pointed to the bottom of the mountain, where the Autobots were lying in indistinct heap. “That was pretty awesome.”

“You will not have to worry about Optimus for a little longer yet, Galvatron.”

Galvatron turned to the face of the voice. “Megatronus?”

“Yes.” Megatronus said, appearing as a blurry hologram. “My apologies I could not do more to help before now. Well done on how you handled Sideways. I can no longer sense his influence in my realm.”

“Well ...” Starscream said. “We couldn't have done it alone. The Autobots helped too … I suppose.” Starscream said.

“Why are you here?” Galvatron asked. 

“To help you.” Megatronus said.

“I thought you said you couldn't help me any further?” Galvatron countered, crossing his arms.

“I did say that. And it is true. Right now, I am somewhat … cheating.” Megatronus said. “You see, there are others … a council, if you will, of powerful beings. Beings who I must make a request to before I am allowed to act and use my powers to influence events. However, there are … certain alternate versions of myself of less noble intent and less virtuous goals than I, who they can perceive. Thus, it is difficult for me to convince them of the purity of my intentions. That is why I have been unable to render greater aid to you, Galvatron. But now I am disregarding the rules in order to help you with your goals.”

“I appreciate that, Megatronus.” Galvatron smiled. “What goals did you have in mind?”

“You seek to defeat Queen Celestia and liberate Equestria from her.” Megatronus said. “It will help you to know the real reason she recruited the Autobots. She recruited the Autobots to help her in her war against a being called Prince Tirek. Seek him out. He can help you. He possesses not only additional soldiers to help you, but a defensible base and a means of manufacturing that Celestia has that you do not. I believe a friend of yours can help you locate him. I think his name was Sombra.”

Galvatron bowed. “Thank you for your help, Megatronus.”

“You are most welcome, my prize pupil.”

Megatronus' image flickered a moment before disappearing.

Galvatron turned back to the Decepticons. “Well, Decepticons, it would seem we need to make allies with this Prince Tirek.”

> Mirrors
> --------------------------------------------------------------------------

At the ancient, decrepit Castle of the Two Sisters, the doors creaked as they were pulled open by the ebony flow of magic.

Queen Celestia and her entourage, made of Twilight Sparkle and her companions, walked through the doors.

“What are we doing back here?” Twilight wondered.

Rainbow Dash took a worried glance out the windows. “Uh, not to question your wisdom, Your Excellency, but shouldn't we attempt to do something about the alien planet pressing up against Equestria's atmosphere?”

Celestia put a glare on Rainbow Dash. In a second, Rainbow Dash was silenced.

“When I want your mathematical concerns, Rainbow Dash, I will ask for them.” Celestia said. ”And perhaps I will do something about Cybertron, but not right now. Come. I want to show you something.”

Celestia lead Twilight and her friends up the stairs, back to the room where they had found the Cyber Planet Key.

“Do you know what she wants that's back in this dusty old place?” Fluttershy whispered to Twilight.

“Actually … I might just have an idea.” Twilight whispered back.

“Shh!” Spike raised a finger to his hands. “Her Majesty would not have brought us here without good reason, and I doubt it was so you two could whisper among yourselves!”

“The same goes for you, Spike.” Celestia said sharply.

Spike was humbled and blushed. Twilight giggled at his embarrassment.

Celestia set foot into the second floor of the building. She looked up, reminiscent and wistful. “Of course … it makes perfect sense we would find the Cyber Planet Key here. Bury one artifact under another pair of six.”

“Your Majesty?” Twilight Sparkle asked, confused by what Celestia meant.

“It and they are two of a kind … ancient artifacts of imaginable power from a bygone age.” Celestia said. “To think ...to come back here after all this time.”

Celestia approached the pedestal where Sideways had plucked the Cyber Planet Key from. 

“Star Swirl, if you're still out there ...” Celestia said. “I want to you know … I'm sorry. I'm sorry I couldn't have prevented what Sideways did. I'm sorry I exiled you. You were a worthy friend, and a valuable tool.”

Celestia raised her hoof, gesturing her followers to approach the pedestal with her.

“Long ago, I had a sister.” Celestia said. “We ruled together harmoniously, always in sync with another, each of always in tune to the emotions of the other. We enjoyed our pastimes and shared almost everything. But then one day, something … corrupted my sister. It filled her head with all this nonsense about truth and liberty and freedom. Which would have been all well and good on its own, except it led her to attempt to overthrow me. She and I were equally matched, so I had to turn to a power other than my own and banished her inside the very moon which she would raise and lower every night and dawn.” 

“Wait ...” Twilight Sparkle said. “I think I know this story. I think I read about it in a book once.”

As the girls approached, Celestia placed a hoof on one of the pedestal's arms.

“I'm going to show you girls something.” Celestia said. “Something old and forgotten, ancient and powerful. I never thought I would lay eyes upon them for a second time. Something I never thought I would need again.”

Celestia pressed down on the arm. The pedestal rumbled, rotating around until it revealed six arms branching out at different locations on the pedestal, each arm ending in a curve which held a sphere inside. Each sphere was marked with a symbol. Symbols which resembled the Cutie Marks of Twilight Sparkle, Rarity, Applejack, Pinkie Pie, Fluttershy, and Rainbow Dash.

“I think I know what these are ...” Twilight Sparkle, putting her hooves on one arm and lifting herself up to take a closer look.

Each sphere was lifted in the air by Celestia.

“These are the items of magical power I used to banish my sister so long ago. A group of six, charged with a magic unlike any other in Equestria, capable of great things … greater than you or I could dream of. The perfect weapon to counter the Cyber Planet Key and end the Decepticon infestation of our planet.”

The spheres shook in Celestia's magical grasp and began to crack.

Twilight, awestruck, paid rapt attention as Celestia freed the objects of power from their shells. She realized they were the same ones she had read about in her book. She knew what they were.

“The Elements of Harmony.”



The Decepticons, having a moment's peace, took the time to recover from recent events and take stock of their situation.

“I know Megatronus said we should be looking for Tirek ...” Cliffjumper looked up at the sky. “But shouldn't we do something about Cybertron first?”

Side Swipe nodded. “Agreed. Two planets orbiting each other like that can't be healthy. Starscream, think you can pull the Cyber Planet Key out of Mega – er, Galvatron so we can use it to put Cybertron back in its place?”

“Let me see. May I?” Starscream asked for permission before going into Galvatron's innards, which Galvatron nodded and consented to the procedure.

Starscream bent over and pressed a hand against Galvtron's chest, activating a panel which caused Galvatron's chest to hiss, split open, and separate, revealing the internal structures inside. Starscream put his fingers inside to hold the wiring steady while he examined it. The Key was clearly visible inside Galvatron's structure, wrapped in wires and enmeshed into the metal surrounding it.

“No.” Starscream exited and closed Galvatron's chest. “The Cyber Planet Key's completely bonded to him. I'm afraid removing it probably would kill him, and I hope you all understand that I am unwilling to do that, seeing as I just got him back.”

“It's all right, Starscream.” Galvatron comforted him. Galvatron looked at his palms, tensing his fingers. “Allow me to try something. Seeing as the Key is now a part of me, perhaps I can access its power directly ...”

Galvatron continued to observe his hands as he walked forward. He looked up to Cybertron and reached out to it, pointing his fingers toward the sky.

Galvtron closed his eyes so he could focus. Dedicating all his mental energy to accessing the power which now lay within him. It worked. Each of his fingers glowed pink, producing an aura as the Key's power manifested at his fingertips. Each finger shot a color-matching beam of light through the sky, cutting the air and reaching across space to touch Cybertron.

Galvatron opened his eyes and smiled, proud of what he accomplished.

His hands shaking, Galvatron put all his effort into willing Cybertron to move. The planets rumbled and roar as Cybertron was pushed backwards, further and further into outer space where it belonged.

“Whoa.” Cliffjumper was impressed. “With that kind of power on our side, the Autobots shouldn't give us any trouble.”

“I wouldn't be too sure about that.” Sideways said. “The Autobots are tricky.”

Despite Side Swipe and Cliffjumper's banter, Galvatron remained focused on his task. Cybertron was getting further and further away, shrinking into the distance, moving inch by inch.

Galvatron's face scrunched up. He grunted, followed by his hands becoming shaky and unsteady in their aim.

This did not go unnoticed by Starscream. “Galvatron? Are you all right, sir?”

“I'm fine, Starscream.” Galvatron said. The beams his fingers were producing were becoming wavy and stringy, their energy fading as Galvatron lost his stamina. “Just ….” Galvatron grimaced his teeth. He raised his arms upward, determined to forge on and achieve his goals, despite his increasing clear lack of the energy or power to do so. “Uh!” 

Galvatron, overwhelmed, collapsed to his knees, the beams from his hands disappearing. Cybertron remained looming over Equestria's sky, further away than it was before but no less ominous for its placement in an alien sky.  

Starscream rushed to Galvatron's aid, putting a hand on his shoulder.

“I'm sorry ...” Galvatron said. “I can't do it … by Primus, how did Sideways manage to control and direct this much power?” Galvatron wondered how the inhabitants, Autobot and Decepticon, still living on Cybertron, must feel about having the planet beneath their feet pushed back and forth like an indecisive soccer ball which didn't know which team's goal it wanted to be in.

“Sideways was a lifeless shell, a data ghost. A virus made solid and brought to life by whatever dark masters created him. When he used the Key, it wasn't part of him, and so it wouldn't drain his systems nearly as much. Something with no life or soul in its form … of course spending its energies like that wouldn't drain it nearly as much as a living being like yourself, sir. It didn't ... tax him as much to use it. There was no life in Sideways for it to overwhelm.”

“Wait. When you say “something with no life or soul,” are you talking about the Cyber Planet Key, or Sideways?” Cliffjumper asked.

“Both.” Starscream answered.

"No, no, I just ..." Galvatron placed a hand on the ground to support himself. "I just need to practice some. I can feel the Key's power within me. It's not faded. It's not draining my energy. If anything, I'd say I overspent its energy, not the other way around. I just tried to push too far, too fast and overexerted myself, that's all. I need to practice using its power a little more before I can move a planet."

“You know ...” Galvatron pushed himself up, removing Starscream's helping hands, which were no longer necessary even if he did appreciate them. Galvatron put a hand to his chin and observed Cybertron. “I think I like it better this way. With Cybertron this close, we could use it to our advantage … we could return to it and bring back Decepticon reinforcements to Equestria and set up interplanetary trade with the ponies. Oh, maybe we could even build a space elevator! At this distance, it's entirely practical.”

“Uh, sir?” Starscream said. “I'd hate to burst your proverbial bubble, and I understand you're excited to build a space elevator. But if we can take advantage of Cybertron being here and do all those things, keep in mind; the Autobots can do the same thing.”

“Oh. Hmm.” Galvatron's mood was dampened and sobered by this reminder. He looked up at Cybertron, wondering what would be the best thing for both it and Equestria. If it weren't for the Autobots, leaving it where it was wouldn't be a bad thing, as they could begin relationships with Equestria's government (after they had overthrown Celestia and put a free republic in her place, of course). Then again, the current residents of Cybertron may not be appreciative of their homeworld being relocated to another solar system.

Galvatron shook his head, pushing these doubts aside.  He had other concerns to address, and could do so with Cybertron being made a safer distance from Equestria.



At Canterlot, Optimus Prime was looking over the edge of the mountain, surveying the fields which were now his to conquer. He looked up and noticed something. “Hmm.”

“What's the matter, Oppie?” Twilight Sparkle walked up to him, leaning against his leg. “Something troubling you?”

“Cybertron.” Optimus pointed upwards. “It's moved. I don't like it. I was hoping to utilize its proximity to Equestria in some plans of mine, such as getting reinforcements or using plasma energy to cyberform the planet.”

"I wonder what's causing it to move, anyway?" Twilight wondered. "Galvatron. It's got to be that no-good Galvatron and his fancy-schmancy Cyber Planet Key."

"If that's the case, then I suppose there's no reason to worry about it too much. We'll deal with Galvatron when the time comes.  And when the time comes, I'll kill him and take the Cyber Planet Key out of his cold, rusting carcass. Still ..." Optimus gazed wistfully at Cybertron. "It would have been nice to utilize the resources of my homeland to my advantage."

“Oh, don't worry, Oppie!” Twilight patted Optimus' foot, giving it tender rubbing with her hoof. “Just because it's a bit further away doesn't mean you can't still use it!”

Optimus looked at Cybertron for a moment. "Yes. I suppose that's true. You're right, Twilight Sparkle." Optimus Prime turned and walked away. "I can always count on you to cheer me up. Though I don't why I need you to tell me things I could figure out easily for myself if I thought about it ... maybe, like some, and by some I mean Megatron, have claimed, it's because I'm insane. Ha ha! Unlikely." As he said this, his eyes were drawn to a passing bird, which he clenched in his hand. He shook his fist around before tossing the bird over the horizon like a pitched baseball.

Twilight put a hoof to her mouth and giggled. “It's no problem, Boss-Bot! Now why don't you come with me back to the castle? There's someone Celestia wants you to introduce you to … he's a foreign emissary and apparently, according to Celestia, he's very important!” 



Needing some time to rest, Galvatron called for the Decepticons to break, which Side Swipe used to go find a ledge and stare into the distance, ruminating over recent events with a stoic, impenetrable expression on his face.

Cliffjumper followed Side Swipe there and watched from a comfortable distance. “Side Swipe? Are you okay?”

“I'm fine, Cliff. Thanks for asking. Why do you ask?”

“Hmm.” This wasn't quite the answer Cliffjumper was hoping for.

The bushes rustled and Chrysalis popped out. “Yeah, Cliff! Why do you ask?”

“It's just … I heard what you said to Optimus Prime when you fought him earlier. About Drench. I figured seeing Optimus alive again like that must have stirred up some feelings about your old partner.”

“I'm … fine, Cliffjumper.” Side Swipe said. He shook his head. “Thank you for your concern, but I'm fine, okay?”

“Drench?” Chrysalis asked.

“Yeah. Drench was Side Swipe's partner back he was still an Autobot.” Cliffjumper explained, his gaze shifting between Chrysalis and Side Swipe. “Drench started showing too much compassion for an Autobot – in other words, any sense of decency whatsoever- and Optimus Prime led them into an “ambush” and had Drench killed. Side Swipe was almost killed, too. That was what made Side Swipe defect over the Decepticons. He wanted to get revenge on Optimus Prime, and he hoped the Decepticons would let him do that. I'm worried about Side Swipe. Seeing Optimus Prime brought back to life while his friend and partner is still dead can't be good for his mental health.”

“Okay. I see what you're saying. I can sense Side Swipe's troubled, too. But no, seriously, Drench?” Chrysalis struggled to hold back laughter. “Even by your Cybertronian standards, “Drench” is a terrible name!”

“Look who's talking. At least none of us are named for that thing caterpillars do when they're making cocoons.” Cliffjumper said.

“I'll have you know Chrysalis is a pretty name for a pretty Changeling!” Chrysalis responded with an indignant flick of  her mane, but it was all in good fun. She and Cliffjumper shared in laughter.

Cliffjumper sobered up, though, turning his attention back to Side Swipe. Cliffjumper knew sometimes it was best to leave a sensitive subject alone. But he also knew sometimes one needed to press a person for their honest feelings, because otherwise they would keep denying it to themselves, burying it under denial until it boiled over an inappropriate moment.. And it was impossible to know whether it was best to do one or the other until he had already offended the person.

“Are you sure you're okay?” Cliffjumper asked. “I mean, if you are, it's fine, but if you're not, I want you to come talk to me.”

Side Swipe shrugged and let out another sigh. “You know what? You're right, Cliffjumper. Yes, I am upset about Optimus Prime being alive again. I am furious that he gets the chance to live again while Drench is still a pile of rusting scrap somewhere on Cybertron? What kind of universe do we live in where upstanding individuals like Drench are left to rust while disgusting heaps of slag like Optimus Prime are giving a second pass at live? What kind of world do we live in that tolerates such an a gross imbalance between the good people and the bad people? What world? What land? What universe? What peaceful loving god lets something like this happen while not doing anything to stop it!? AAAAAH!”

Side Swipe spun around towards them, pulling one of his swords and slicing through the air, lashing out against the cruel indignity and indifference of the universe. Perhaps if he timed his strike right, he could cut the classical element of air itself in half and inflict a wound, a scar on the universe, the way the universe had wounded and scarred and wronged him.

Cliffjumper and Chrysalis exchanged worried glances to each other.

"I suppose I may have gotten carried away." Side Swipe admired his blade, turning it towards sunlight, where the light bounced off the edge of the blade, making it gleam. He put the sword back in its holder.

Side Swipe turned around to face Cliffjumper, his face grim and serious.

“But make no mistake. It will be my blade that ends Optimus Prime's life – for good this time.”

Cliffjumper grimaced. “All right. If that's what you want. Just … don't let Drench be a reason to act reckless, all right?”

“On the battlefield, Drench is my reason for everything I do.”

Cliffjumper put an uncertain hand over his head. “That's what worries me. Hmm?” Cliffjumper and Chrysalis turned around as the bushes rustled once again.

“Hello, gentlemen.” Galvatron and Starscream emerged from the trees. “I hope you have a good chat by yourselves, but I've recovered from my attempt to remove Cybertron from the atmosphere, and am ready to turn my focus to ah, shall we say, less astronomical goals.” Galvatron patted his hands together. “So, where do we stand on Sombra? We know Megatronus told us he would know how to get Tirek. Do we know where he is?”

“Yes.” Chrysalis said. “After you defeated Optimus Prime the first time, he went back to the Crystal Empire protect it and keep it safe from Celestia's clutches.”

“The Crystal Empire, excellent!” Galvatron pumped his fist. “Uh, do we know how to to get to the Crystal Empire?”

Chrysalis giggled. “Come on. I'll show you.” Chrysalis flapped her wings and took flight. “Sombra and I have corresponding since he left. I'm sure if I write him a letter, he'll be happy to send us directions. You know,  just in case we get separated.” Chrysalis gave Galvatron a friendly wink.

Galvatron nodded, approving of Chrysalis' thoughtfulness. “It never hurts to be prepared.”



Galvatron, Chrysalis, and the Decepticons traveled to the Crystal Empire without much challenge. Galvatron, Chrysalis and Starscream flew together, and while Cliffjumper, Side Swipe, and the other Decepticons with ground-based alternate modes had trouble with some rough terrain here and there, overall it wasn't a difficult trip.

The Crystal Empire, inside of a land covered with snow, came into view. It was a sight to behold, with a circular wall surrounding it. Huge spires of blue crystals protruded from the ground within the walls. Galvatron thought they resembled watch towers. Other, smaller spires littered the ground outside the wall. But the most striking structure was a huge tower set in the middle of the city, which seemed to made of crystal and form a miniature castle, tall enough to cast an eye over the entire city. Which, Galvatron thought, must have come in handy for Sombra to keep watch over his citizens. 

“Hmm.” Galvatron transformed and, along with Starscream and Chrysalis, landed a few feet away from the main gate of Empire's wall. “You know, I was expecting that trip to be more difficult. You know, more fraught with peril and dangerous beasts and that kind of thing.”

“Quiet.” Starscream said. “You'll jinx it.”

Chrysalis walked up to the gate and knocked on it three times, her hoof barely making a sound against the massive crystalline door. “Sombra!” Chrysalis backed away from the gate to wave her hoof. “Yoo-hoo! It's Chrysalis and some Decepticon guests! Can you see me from your watchtowers, or do I need to move a little further back?”

Chrysalis' question was answered by a rumble from the gate. The two massive slabs of crystal separated and began to move, retracting the left and right and opening the way inside.

Chrysalis and the Decepticons walked in, where Sombra was ready to greet them at the gate.

“My friends!” Sombra ran up to Chrysalis, taking up Chrysalis' hoof and kissing it. 

“Oh, you.” Chrysalis giggled.

“It is good to see you again!” Sombra said. He gave an odd look at Galvatron. “Er, who is this Deception? I've not seen him before.”

“This is Megatron.” Side Swipe said.

“I go by Galvatron now.” Galvatron said.

“Galvatron? Is this like, some weird Cybertronian thing that I don't understand?” Sombra asked.

Galvatron waved his hand. “More or less. How are you, Sombra? Is everything well?”

“Ah ...” Sombra became deflated. “Truthfully ...”

“Hey, Sombra!'

The Decepticons turned their attention to what appeared to be a pony stallion walking down the street. It had a clear, crystalline coat which let the Decepticons see right through its body, and blue crystal growths lined its legs and protruded from his back and from his flanks.

The crystalline pony tossed a tomato at Sombra, hitting him in the side of his head and splashing tomato paste on Sombra's cheek.

“Things could be better.” Sombra rubbed at his cheek to wipe the tomato off.

“What are these?” Galvatron asked, stepping forward. More and more of the crystal-mounted ponies appeared, all of them in varying colors of varying gems – ruby, quartz, emerald. They stepped out from their homes and glared at Sombra before they noticed Galvatron and became awed by, backing away from him in fear and reverence.

“Those are my subjects.” Sombra said. “In order to give the strength to fight, to protect them from Celestia, I cast a spell on the entire Crystal Empire to turn them into these crystal creatures you see before you. I thought it necessary, and I still do. If they wish to be free of Celestia's influence, they must have the physical power to fight.”

“I can't understand why they would be so upset with you for that. It sounds like a reasonable trade to me. Physical augmentation for protection against tyrants.” Galvatron said.

“Ah, well … I may not have sought out their consent before turning them into this gemstone mutants.” Sombra gave a sheepish smile.

“That would explain it.” Galvatron frowned.

“I know it may not seem that way to them, but it's what's best for them.” Sombra said. “They need a way to be keep free and safe from Celestia's tyranny, and the only way to do that is if they to have the power to defend themselves.”

“I see.” Galvatron nodded. “Sombra, I am not impressed. Let the record show that I strongly advise against forcing your subjects to do what you think its best for them. That is the action of a tyrant, and doing “what's best” for the people, even if they don't want it, is how dictatorships form.”

“I hear your words, Galvatron, and I understand.” Sombra bowed his head. “However, even if I understand, I do not have to agree with it. I am resigned to the fact this the only I way can be sure my people can protect themselves in times when I cannot be there for them. In the meantime, how may I be of your service to you?"

“We're looking for someone.” Galvatron and Sombra began to walk down the road, Galvatron forgetting he was still new to this people, causing them to flee in fear at his approach.

“It's okay, everypony!” Sombra assured them. “He's a friend of mine. He will not hurt you.”

“Oh, well that makes us feel so much better, coming from you!” A pony shouted. Others rallied behind him and began to throw insults and jeers at Sombra, mocking him.

“You were saying?” Sombra turned back to Galvatron, ignoring the crowd. “You were looking for someone?”

“His name is Tirek.” Galvatron said. “I was told he be an invaluable ally against Celestia. And I was also told you would know how to find him. Do you know him?”

“Not as such. However, I do recognize the name. Tirek. Tirek. TEAR-WRECK.” Sombra rubbed his chin. “Where have I heard that name before?” Sombra raised his hoof. “I've got it! It was at the library!” Sombra broke into a gallop.

“The library?” Galvatron ran after him.

“The Crystal Empire's library is one of the oldest and most extensive in Equestria.” Sombra said. “There is a wealth of knowledge there not found in any other library. I've seen Tirek's name in a book I read once. I'm sure of it!”

“Are you certain?” Galvatron asked as they arrived at the library and Sombra went up the steps. “If this lead doesn't pan out, Sombra we don't have another one.”

“You have my assurances.” Sombra climbed up the steps and stopped at the door. “Though it may take me some time to find which book it was.”

Sombra gave a reassuring smile, which Galvatron returned. Sombra went into the doors, and Galvatron could hear him sorting through the books. Sombra used his magic to lift multiple books at a time, flipping through the pages of one before tossing it aside and looking through another.

“No. No. No. No. I didn't even know our library had a book on making goat cheese. I'll have to check this one out sometime. No, no, no, no. Yes!” Some time later, after making a messy pile of tossed-away books, Sombra grasped a book with his hooves, dropping all the books his magic held and creating more of a mess in the library. 

Sombra observed the mess he made. Books littered the floor as far as the eye could see. “Eh. I'll clean it up later. Galvatron!” Sombra ran out the door, running down the steps with the book in his hooves. “Galvatron, I found it!”

“You did?” Galvatron asked.

“Yes! It's right here, in this book on foreign lands.” Sombra opened the book and placed a hoof through its page. “It says that Prince Tirek is the ruler of a place called Ponyland, which lies northeast of the Crystal Empire and far, far to the north of Canterlot. Special features of the place include its active volcanoes, valleys, and a warm climate.”

“Yes, that's all very nice. But how do we get into contact with him?” Galvatron asked.

“Let me see … oh, this is interesting! It says that Tirek possess a Rainbow of Light, an artifact of magical power that Tirek uses to defend his land from invaders.”

“Rainbow of Light? Yeah, that sounds like the name of an artifact of unimaginable magic power … and one we could use against Celestia. No wonder Megatronus said to seek him out ...”

Sombra lifted his head up. “What?”

“Megatronus.” Galvatron told him. “My old mentor. Oh, right, you weren't there when he showed up. He was the one that told us to go find you to get to Tirek. Does it say anything about how to contact Tirek?” 

Sombra scanned the page. “No, but it does specify where his castle is located. Chrysalis!” Sombra shouted, and Chrysalis was there in a flash.

“Yes?”

“I will require the assistance of one of your Changelings.” Sombra said. He conjured a piece of paper and a quill and proceeding to write on it. He rolled the scroll up and handed it to Chrysalis. “Have them deliver this to the castle of Prince Tirek. I've written directions inside.”

Chrysalis nodded. She prepared to run off, but stopped. “Are we sure sending a single Changeling is a good idea? They are used to being a swarm, you know ...” 

“Send two, if you're worried. Send ten. Send a hundred! Just make sure that letter gets to Tirek!” Sombra snapped.

“Gee, all right, Mister Boss Pony! You want me to get you a coffee while I'm at it?”

“Oh, would you? That would be lovely.”

Chrysalis rolled her eyes. “What kind?”

“A double espresso with extra cream, please.”

Chrysalis saluted. “One letter-carrier to a distant foreign land and one double espresso with extra cream, coming up right up!” Chrysalis flew away.

Moments later, Galvatron and Sombra looked up and could see two Changelings flying over the Crystal Empire's skyline. Chrysalis soon returned with the espresso and handed it to Sombra.

“Thank you.” Sombra said, taking a cup.

“Can I get you anything, Galvatron?” Chrysalis asked.

“No, thank you.” Galvatron sat down on the steps of the library, arms crossed. Sombra joined him, taking a cup of his espresso, and they were both soon joined by Chrysalis.

“So ...” Sombra began.

“I don't feel like making small talk right now.” Galvatron said.

“I see. This business with Tirek has you tense, doesn't it?” Sombra said.

“I suppose it does.” Galvatron said. “We have no way of knowing if those Changelings will make it to their destination, let alone there and back in one piece.” Galvatron stood up. “I should be out there. I can fly. I should go with them.”

“Sit down.” Sombra said. “I understand your desire to be doing something, but there's no reason you should have gone with them. They can protect themselves, for the most part.”

“Perhaps you aren't aware I've recently had an object of unimaginable power implanted into my chest and grafted into my systems.” Galvatron said. “I can blow away the strongest of opposition!”

“Oh?” Sombra was not impressed. “I can will crystals to form from the soil around me and create complex structures and impenetrable shields with the eye of a sculptor. Yet, somehow, I haven't defeated Celestia in combat. ”

“I see your point.” Galvatron returned to his seat on the stairs. 

"Besides, I doubt if Tirek would prove receptive to a giant alien marching through his front door. The Changelings will be much less intimidating."

One of Sombra's subjects walked by them, a tomato in her hoof. She was planning on throwing it at Sombra, but she saw Galvatron and reconsidered.

“He will not hurt you.” Sombra assured her. “If you wish to throw that tomato at me, then by all means please do so.”

The mare looked at Galvaton. “Is that true?”

“If you wish to throw a tomato at Sombra, I will not stop you.” Galvatron said. “However, I would ask you not to do so. Surely that tomato could be better used by feeding your family or yourself?”

The mare looked at the tomato for a moment. “You're right.” She took a big bite out of it and walked off. 

“Thank you, Galvatron.” Sombra said. “For your assistance.”

“Sombra, I'm still concerned by you making your citizens into this crystal creatures. A good king would not alter his subjects without their permission.”

“I know.” Sombra looked into his cup. “I'm just … afraid for them, that's all. Afraid Celestia and her army will come for them in the night and whisk them away as prisoners, or worse. I have to defend them somehow, and I can't keep an eye on all of them all of the time.”

“I understand that, but you can't just go around turning ponies into monsters without their permission just because they're afraid. If they want this transformation, let them have it, but don't force it on them if they don't want it.”

Sombra closed his eyes and nodded. “I understand your concern. Once Celestia is deposed and no longer a threat to the safety of my citizens, I will undo the spell ... assuming, of course, such a feat is possible. Which I have reason enough to doubt.”

“Good.” Galvatron said. "Don't worry about Celestia. We'll make it happen."

“Look!” Chrysalis pointed upwards. “The Changelings are back!”

“That was fast, even for fliers.” Galvatron observed. He and Sombra looked up and saw an unpleasant sight. The Changelings had returned in the company of what could only be described as a demon. A primate creature resembled an ape, with fur all over its body, with a pointed snout and wings from a bat on its back. Its fur was a charcoal black, its skins a striking bright shade of carmine red.

The Changelings and the creature descended to the ground. The Changelings were as unnerved as Sombra was, running away from the creature and going to their matron Chrysalis the firs they got.

Galvatron stood up to confront this intruder, his fists clenched for a fight. “Who are you? State your business!”

“I am Scorpan.” The creature gestured a hand to its chest, speaking in a deep voice with a small rasp to it. “Brother to and ambassador of Prince Tirek. I received your letter and thought it best to come down here myself with all haste. You want to see Tirek?” Scorpan pointed at Galvatron. “You have to go through me first.”

“Is that a threat?” Galvatron asked.

“Merely a statement of fact. What is your business with Tirek?”

“I am Galvatron, leader of the Decepticons. I look to forge an alliance with Tirek. I am told we have a common enemy – Queen Celestia of Equestria.”

This caused Scorpan to raise an eyebrow.

“I believe if Tirek and I were to unite and combine our resources, we would stand a chance of defeating Celestia and ending her tyranny on Equestria.”

Scorpan put a finger to his chin. “And what makes you think you have the power to stand up to Celestia? She consorts with dark forces.”

“Well, would you believe me if I told I was killed by her once already?” Galvatron said. Scorpan had a shocked, disbelieving expression. “I think the fact that I didn't stay dead proves I am a match for her. But if that's not enough for you ...” Galvatron raised his hand, ready to demonstrate the Cyber Planet Key's power.

“No, that's not necessary. It's enough.”

“Please.” Galvatron said. “May we see Tirek?”

“I am impressed. Those killed by Celestia's hooves usually stay dead.” Scorpan put his fingers together. “However, no one gets in to see my brother … without first proving their worth.”

Galvatron bowed. “I understand. What must I do?”

“We'll start with something simple.” Scorpan raised his finger. “First, you must find a flower that grows in ice. Find such a flower and bring it to me, and then I will decide whether or not you're worthy from there.”

Galvatron nodded and stood up. He walked back to Sombra and Chrysalis.

“Well?” Sombra asked. “What did he say?”

“He said I had to prove I'm worthy before I'm allowed to see Tirek.” Galvatron said. “He wants me to find a flower that grows in ice, but I've never heard of such a thing. A flower, by its very nature, requires sunlight and heat to thrive.”

“Wait, wait, wait.” Sombra said. “Do you say a flower that grows in ice?”

“Yes?”

Sombra turned to the lift. His horn glowing blue, he plucked a patch of flowers from a nearby patch of snow. He presented the ice-blue flowers to Galvatron, who was fascinated by the flower petals which seemed made of ice. 

“Such a flower may be impossible on Cybertron, Galvatron, but here in the Crystal Empire, they're a dime a dozen.” Sombra explained.

“I see.” Galvatron clutched the flowers in his hand. “Well, I hope the fact that you plucked them and not I won't invalidate the effort.”

Galvatron turned and approached Scorpan, who was waiting. 

“Here you are, Scorpan.” Galvatron presented the flowers. “Flowers that grow in ice.”

“I, uh, I ...” It was obvious from his expression Scorpan hadn't been expecting Galvatron to return with the flowers. “Uh, yes. Very good.” Scorpan took them. “Uh … next you must find me … a bowl of love. A bowl of love sweet and pure!”

“A bowl of love?” Sombra said. “Scorpan, what's to stop us from just giving you a wooden bowl full of water that we've used a dye or syrup to color pink?”

“Nothing, I suppose.” Scorpan looked away.

“You also seem to be stuttering quite a bit.” Chrysalis said. “You weren't before. Why the change?”

“Well, I ...”

“Scorpan.” Galvatron said. “Be honest. Are these tasks really meant to prove us worthy, or are they just menial tasks you come up with as an excuse to prevent us from seeing Tirek?”

Scorpan frowned. "So, you've caught on to my game." He backed away.

"Game? Scorpan?" Galvatron asked, becoming concerned. Scorpan's eyes darted to his side, where the handle of a sword pointed out. Galvatron saw it too, and he could see on Scorpan's face Scorpan was thinking of drawing the weapon out.

"Scorpan, please ... don't." Galvatron said. "I don't want to fight you. I want to be your friend, even though you're making it difficult. I want to be Tirek's friend. Please ... don't. Don't."

Scorpan's hand reached for the sword.

Galvatron, by pure reflex, raised his arm and pointed Rumbler's barrel at Scorpan, Rumbler giving off a high-pitched whine as it charged with energy.

Scorpan's eyes darted across the area. He saw Chryalis' and Sombra's horns lighting up, preparing magic spells.

"Don't." Galvatron begged one last time.

Scorpan removed his hand from his sword, chuckling a bit. "Very well. I admit it. They're just menial chores meant to keep your hands and hooves busy so I have a reason to deny you access to my brother's castle. My brother welcomes all visitors, and I believe he trusts too much, so if I wish to deny visitors' entry, I must find a convincing excuse to turn them away that he will accept."

“But why do you want turn us away?” Chrysalis asked. “We could help each other!”

“So you say. But despite your claims, while I believe my brother may be help you, I do not think you are capable of helping him.”

Galvatron had to resist the urge to grab Scorpan by the neck and throttle him. This was a political situation, not a violent one, even if things had gotten a little tense for a minute, and he had to be diplomatic.  “Ambassador Scorpan, if you will allow me to present my case to Tirek -”

“Galvatron!” Blitzwing came running up to them. “Galvatron!”

Galvatron turned. “What is it, Blitzwing?”

“We've got Autobots!” Blitzwing answered. “Autobots at the front gate!”

“What?” Galvatron exclaimed. He, Sombra, and Chrysalis followed Blitzwing to the main gate of the Crystal Empire. Scorpan lingered behind them, following them but in no hurry to catch up.

When they arrived at the gates, Galvatron was greeted to a most familiar yet unwelcome sight; Superion's massive form looming over the main gate, his fists raised high to do some smashing.

“SUPERION …. SMASH CRYSTAL EMPIRE!”

Superion brought his fists down, smashing through the gate and shattering it into a thousand pieces. Smoke flowed from the destruction and massive amounts of debris were flung through the air.
> Reflections
> --------------------------------------------------------------------------

Shards of crystal debris flew everywhere. A cloud of dust billowed out from where Superion smashed the gate, the impact rattling the ground. The frightened and confused townsfolk fled as far as they could in any direction they could.

Galvatron raised his hand. “Decepticons, attack!” At his command, the Decepticon forces converged on the gate, rushing towards and engaging their Autobot foes.

Sombra cast a magic spell, raising huge pink crystals from the ground. Another crystal, this one blue in color, appeared underneath Sombra, raising him to the eye-level of the Decepticons.

“I swear by my life, you will not take the Crystal Empire, Autobots!”

“BIG TALK, SMALL PONY.” Superion said. 

“Leave him to me.” Galvatron told Sombra. “I'll take care of him. Superion!” Galvatron addressed the combiner. “You would do well to leave this place, or I shall have to fight you. I warn you. Since the last time we fought, I have only grown even more powerful.”

“YOU DIED. SUPERION'S COMPONENTS SAW CELESTIA SMASH YOU. HOW COULD YOU POSSIBLY BE MORE POWERFUL?”

Galvatron smirked. He clenched his fist, enveloped in a pink, glowing aura. “I'll show you.”

Galvatron unfurled his fingers, firing a beam of light at Superion. The beam, with the intensity of a cutting torch, scorched and melted Superion's body as it traveled across. Galvatron directed the beam in diagonal sweep, first burning Superion's lower torso before raising the beam up across Superion's chest and through his shoulder, melting the parts connecting the limb there. The limb dangled from Superion's side, held only by a few unaffected tethers which would give way at the slightest show of force.

“ARRGH!” Superion screamed. One might think it was because of the pain of the searing beam, but he was more upset about his arm being disconnected from his body. “YOU GOING TO PAY FOR THAT, GALVATRON!”

“Will I?” Galvatron asked smugly. He jumped into the air, flying under his own power, and launched another blast from his palm, striking Superion in the stomach.

While Galvatron did battle with the giant, the rest of the Decepticons engaged the Autobots, keeping them at bay.

“Come on, boys!” Rodimus said. “Show them clowns what yer made of, eh?”

“Yeah!” An Autobot cheered, raising up his gun. “We're made of sturdier stuff than them, yeah!” The Autobot took aim his pistol, but this enthusiasm did nothing to prevent a well-aimed shot from Soundwave from blowing his pistol out from his hand.

“You were saying?” Starscream asked.

“Ah, lucky shot!” The daring Autobot charged at Starscream, who flipped out his arm-blade and cut the Autobot across the stomach. The Autobot staggered, and Starscream seized the chance, lifting him by the head and tossing him a fair distance.  The Autobot groaned and stayed on the ground, incapacitated.

“I'll bet you think you're some hot stuff, don't ya?” Rodimus asked. “Well, let me tell ya, takin' out one of us don't mean a thing, got it?”

“Got it.” Starscream smiled and advanced on Rodimus. “I'll be happy to take out ten of you, if it would mean anything to you.”

“Ah ...” Rodimus fired a shot at Starscream, knocking Starscream down. “Keep him off me, will ya, boys? I don't feel like messing with him today.” He proceeded to back away from Starscream.

“Hey, why do you get back out of the fight?” One of the Autobots demanded.

“Cause Optimus made me the squad leader of this little shindig, see? So I have to be relatively safe so I can, you know, lead.” Rodimus's was brimming with smugness.

Soundwave knelt by Starscream's side, helping him up. “Are you okay, Starscream?”

“I'm fine.” Starscream put a hand on Soundwave's arm, reluctant to accept his help. “Keep the Autobots out of the city! Out here, they're exposed, but if they have a chance to get inside, they'll use the buildings for cover and take hostages.”

“Hmm.” Rodimus crossed his arms and laid back. “Sounds they don't want us getting into the city, boys.” Rodimus tilted his head, taking note of the position of his Autobots. “And it looks like … Ricochet!”

“Eh?” Ricochet asked, grappling with a Decepticon.

“Youse got a clear path to the entrance of the city! Get in there and grab a hostage or two, maybe make a mess.” Rodimus ordered.

“On it, boss!” Ricochet decked the Decepticon he was fighting and made a beeline for the broken gate.

“No!” Starscream shouted. He attempted to chase after Ricochet, but a shot in the back from a laser brought him down to his knees. “Grr!”

The Autobot who had shot Starscream was giggling to himself, giddy and pleased with his cheap shot. He quit laughing when Starscream returned a retaliatory shot, knocking him to the ground as well, and  Starscream followed up with a vengeful barrage of lasers, producing several holes on his body.

Inside the Crystal Empire, Ricochet took stock of his surroundings, observing the fleeing townsponies before him.

“Hmm … yeah! I could raise a real ruckus in here!” Ricochet boasted, holding his weapon and looking for victims. His eyes fell on one pony with pink crystals growing out of his back and flanks. The pony ran away from him, but tripped and fell.

Ricochet approached him. The pony turned around and raised his hooves up to shield himself from whatever horrible fate the mechanical monster had in store for him.

“P-please! I'll do whatever you ask, just let me go!” The pony begged.

“Hmm.” Ricochet considered this. “Maybe I could use you. Get you to sing my praises and tell Optimus Prime how lucky he really is to have me. Maybe your testimony would even help me get a promotion! Nah. On second thought, it's more fun to see you squirm.” Ricochet aimed his gun at the pony.

“Please!” The pony, panicked and fearing for his life, rolled over and tried to push himself up. The crystal growths on his body began to glow. Trying to get up, he put his hooves on the ground, and a pink glow emitted from them.

“Huh?” The pony was befuddled by this. The ground below him also began a pink glow, which traveled in a straight line from his hooves to Ricochet's feet.

“Eh?” Ricochet questioned, right before pink crystals burst from the ground underneath him, entrapping his feet in a crystalline prison. “Hey! What's the big idea! I can't move my legs!” Ricochet flailed and struggled. The pony took his chance to flee and get to a hiding place.

“Oh, I know!” Ricochet said. “I'll blast my way out!” He aimed his gun at the crystals and fired, destroying them, but damaging his foot as well. “AAAh! Bad idea, bad idea!” He waved his smoking foot around, trying to cool it off.

On the outside of the city, Rodimus noticed Superion's battle with Galvatron. Despite Superion's impressive strength, the battle wasn't going too well for him.

“Hmm. Looks our big boy isn't taking a little beating.” Rodimus mused.

“Rodimus!”

Rodimus turned to see Sombra standing before him.

“Sombra, right?” Rodimus asked. “What did youse want?”

“I have no grudge against you, Rodimus.” Sombra said. “Take your Autobots and leave now, and I will allow you to depart in peace.”

“Sorry. No can do.” Rodimus shrugged, giving Sombra a fake sympathetic smile. “Optimus and Celestia don't want me to come back without someone's severed head.”

“I see. Will your head suffice?” Sombra's horn shined with a brilliant light. Crystalline structures popped out from the ground around Rodimus, entrapping and encasing him a in a circle of minerals. 

“Youse think this is gonna be enough to hold me?” Rodimus fired at a crystal, his laser blast causing it to explode into uncountable pieces. But rather than the open space he expected, there was instead more crystals behind it. Rodimus grimaced, able to hear the sound of the ground shredding and ripping as more crystal growths emerged around his pen at Sombra's prompting.

“Yes.” Sombra said with a smile. “Yes, I do.”

“All right.” Galvatron murmured, flying to the side to avoid a rocket from Superion. “I do believe it's time to end this. Rumbler! You're up!” With Rumbler by his side once more, Galvatron attached the drone to his arm and took aim, firing a massive blast into Superion's chest. The blast tore Superion's chest in two, and the force of the blast sent Superion stumbling backwards. 

Superion couldn't see from the smoke billowing out of his chest. When the smoke clear, Superion didn't have time to react the sight of Galvatron's fist fast approaching his face

The same way as the first time they fought, Galvatron's fist smashed Superion's face in. Superion's visor shattered, leaving little pieces of glass on the ground, and his faceplate cracked. Superion thought to curse Galvatron, but the thought couldn't leave his mouth before he crashed to the ground.

“Huh.” Galvatron said. “They don't make combiners like they used to.”

“Oh man!” An Autobot exclaimed. “Galvatron just took out Superion! We should get out of here!” 

“What?” Rodimus yelled, though he couldn't see over the crystals surrounding him. “No! Stay and fight it out, youse! What, youse think just because we lost Superion, that means it's time to throw in the towel and call it quits!?”

“Uh, yeah!” An Autobot responded. “Superion is a combiner! He's huge! He's powerful! And Galvatron took him out with a punch! What chance do we have against something like that?”

“Quit yer whinin'!” Rodimus snapped. He growled at the sound of car engines revving up and rumbling. The Autobots were transforming into their vehicular modes and driving off. “Where are youse goin'!? Get back here and fight until we have a trophy to show Celestia and Optimus!”

“What's the matter, Rodimus?” Galvatron's reflection appeared in one of the crystals. “Are the Autobots not respecting your authority anymore now that Optimus Prime is back?”

“Grr!” Rodimus fired at the crystal, destroying it, but Galvatron's reflection appeared in crystals adjacent to it.

“You do know it's only a reflection, right?”

Rodimus looked up to see Galvatron floating over him.

“This ain't over! Not by a long shot!” Rodimus pointed a finger at Galvatron before getting an idea. He jumped onto the crystals and climbed out, escaping from the enclosure. Rodimus jumped off the side of the crystal and transformed, landing on the wheels of his car mode, his chassis bouncing from the impact. He revved his engine and drove off, joining his fellow Autobots in retreat.

“Aw, come on, guys!” Ricochet shouted, limping out from the Crystal Empire. He had managed to free himself from the crystals, but his other leg was still encased in a shiny pink clump. “Wait for me!” Ricochet attempted to transform, but with the crystals stick to his leg, he ended up in an unbalanced car mode, lacking the clearance to fold up properly. As a result, he tilted to one side. Galvatron and Sombra were so amused at his misfortune they let him go, despite the opportunity to take him prisoner.

“I'd say that went well.” Sombra said.

“Yes, quite.” Galvatron agreed.

Sombra looked towards the Empire. “I suppose I should address the citizenry following such a crisis ...” 

Galvatron nodded to agree. Before they could go in, Scorpan appeared in the wreckage of the gate. He seemed hesitant to come out, as if expecting something and knowing he was going to be disappointed.

“Scorpan!” Galvatron said. “What do you think? We just beat an Autobot squadron into retreat. What do you say? Are we worthy now?”

“Mmm. No.” Scorpan said, crossing his arms. “I did not witness your defeat of this Autobot squadron. Therefore, it proves nothing.”

“What?” Galvatron was a little offended. “We beat an entire Autobot squadron! And a combiner!”

“I didn't see it. Therefore, it didn't happen.” 

“We have more than a dozen Decepticon eyewitnesses here who will corroborate my story!”

“How do I know you didn't invent this story and get your Decepticons to collectively agree with it?”

“The proof is right there!” Galvatron gestured to Superion's inactive form.

“How do I know you didn't find him like that, and then bring him here?” Scorpan said.

Galvatron made a displeased face. “Scorpan, I'm beginning to suspect you are deliberately being as unhelpful as possible.”

Before their conversation could continue, and Scorpan could either confirm or deny Galvatron's suspicions, there was a groan.

“URGH ...” Superion stirred. He lifted his hand up and placed it on the ground, causing a miniature quake which shook the ground beneath Scorpan and Galvatron's feet.

Superion rolled over and pushed himself, getting to his knees before standing up.

“SUPERION … NOT LEAVE … UNTIL HE SMASH DECEPTICONS!'

“Stunticons!” Galvatron ordered, pointing at Superion. “Do your thing! Take him out!”

“We're on it.” Motormaster and the other Stunticons rushed to the front. Climbing up on each other, they merged into Menasor, ready to face his rival.

“RRAGH … SUPERION … CRUSH MENASOR.” Superion lumberd forward.

“We think not, villainous cur!” Menasor replied. He ran at Superion and attempted to deck him, but Superion caught Menasor's fist in his hand. This did not discourage Menasor, who made do by headbutting Superion's head, causing them both to recoil from the pain. 

Superion produced a weapon – a large, large cannon – and fired, blasting a hole into Menasor's chest. Menasor stood strong despite the damage. 

Superion, getting an idea, moved and aimed his cannon around Menasor and at the rest of the smaller Decepticons. He would blow them to pieces.

“No!” Menasor shouted. He drew a sword from a hidden compartment somewhere. Charging at Superion, Menasor swung the sword, cutting off the barrel of Superion's gun. Superion aimed the gun at Menasor, willing to take both Menasor and himself out with an explosive blast from his dysfunctional weapon. However, Menasor thrust his sword through Superion's chest before Superion could pull the trigger.

“Ooh ...” Superion groaned, his shoulders losing their tension and Menasor's sword sticking out from his back. Superion fell, pushing himself further into the blade before summoning up the strength to separate into his component Aerialbots, which freed from the sword. The Aerialbots converted into their jet modes and took off for the skies.

Menasor, unwilling to let them escape, arched his arm back and threw his sword at them. The sword twirled through the air, missing one of the Aerialbots by a narrow margin before landing blade-end first in the icy ground of the Crystal Empire.

Menasor let out a sigh before separating into the Stunticons. Motormaster walked over to reclaim his sword, grabbing its handle and plucking it free of the ice.

Galvatron turned to Scorpan, whose jaw was hanging. “Are you impressed now, Scorpan?”

Scorpan caught himself and pushed his jaw back into place. “Er, yes, I am. I will tell my brother of you. But know this. If you wish to defeat Celestia, you must recruit more followers. You must gather an army the likes of which this or any other world has never seen. And you must be prepared to sacrifice several of them before you cause Celestia's downfall.”  Scorpan turned away from Galvatron, taking flight with his wings.

"Followers, huh?" Galvatron said, rubbing his chin. "I might be able to do that, between the Decepticons, the Changelings ..." Galvatron paused. He had plenty of followers already. "Okay, got that covered. But ... sacrifice them? They're not pawns, they're people. Ponies with dreams of what they'd do without Celestia and Decepticons with dreams of they would do without the war!" Galvatron scowled. "I'll not sacrifice anyone, Scorpan, no matter how necessary you think it might be."

With the Autobots beaten back, Galvatron, the Decepticons, and Sombra went back inside the Crystal Empire's limits. There, the citizens began to make their way out from their hiding places and regarded Sombra and Galvatron both with awe.

“Do not worry. There is no need to fear. The Decepticons and I have driven off our attackers. You are safe now.” Sombra said. “That said, there is something that I would like to address.”

“Sombra, we just fought off an attack.” Galvatron said. “They need a moment to unwind and shake off the stress. Perhaps now isn't the best time to-”

“Hear me, my citizens.” Sombra continued, ignoring Galvatron. “I have turned you into crystal … aberrations in the hopes of protecting you. In hopes of keeping you safe. Hoping to give you the power to keep yourself safe. Recently, it's been brought to my attention that … this was wrong of me. And I agree. Regardless of how I may fear for your safety, how I might worry, it was not my place to force this transformation on you. I am sorry. If any of you wish to have these changes undone, you need only to come see me in my tower. There, I will undo the spell on you.” Sombra closed his eyes and nodded to show he was done speaking.

“Are you kidding?” A pony said. “Undo the spell? No way!”

Sombra was surprised. “I'm sorry?”

“Yeah, we may not have liked it at first.” A mare spoke.

“But after what happened today, we get it. We really get it. We understand what you were trying to do.” Another pony said.

“One of those Autobots was going to shoot me.” Another stallion said. “But these powers you gave us let me defend myself. They saved my life. Why would I want to get rid of them?”

“And after that showing you made today … where you went out to the front lines and fought the Autobots with these brave soldiers ...” Another pony gestured to the Decepticons. “We would be fools not to accept you for our leader.”

“We will follow you to the ends of Equestria, King Sombra.”

“I ...” Sombra fought back a tear. “Thank you, citizens. That means so much to me to hear.” Sombra wiped a tear and nodded, resolving his courage. “Any of you who still wish to undo the spell, you may visit me in my tower. The rest of you, if you willing to remain this way …  if you are willing to train, to fight and join the Decepticons against Celestia's corrupt regime … go to the library. We'll use it as a barracks and begin training you as an army to fight Celestia.” 

The citizens raised up their hooves and cheered. Several of them departed from the crowd and headed for the library.

Sombra, smiling, walked after them.

Galvatron folded his arms, pleased with the way things were progressing. “Well, it looks like we'll be able to make good on that “recruiting followers” notion of Scorpan's.”



Scorpan returned to his home in the distant land he hailed from. An eleborate castle, made of yellow-brown brick, stood tall over the landscape. Scorpan flew in through a window at the highest floor, arriving in his brother's throne room.

“Scorpan.” Tirek said, sitting on his throne. “You've returned.”

“Indeed I have.” Scorpan said.

“Where have you been?”

“Oh, nowhere.” Scorpan said. “Just visiting some odd fellows. They call themselves Decepticons. They wanted to propose a alliance with you.”

“What for?”

“They are possessed of the notion that together, you and them can defeat Queen Celestia.” Scorpan said, walking towards the entrance. “In the best interests of our kingdom, I tried to discourage such a foolish notion and did not grant them permission to see you or agree to an alliance.” 

“What?” Tirek snapped, standing up from his throne. “Scorpan, you fool! Do you not realize how valuable potential allies are in our fight against Equestrian's tyrant? If we are to stand a chance against Celestia, any potential ally or asset must be courted!”

“But Brother!” Scorpan said. “They are fools. Surely you don't really expect to be able to defeat Celestia, do you?”

“That is exactly what I expect to do, Scorpan. Though how can I expect to do anything when you sabotage our chances of gaining allies?”

“Brother, please. Cease this foolishness. If you continue to go down this path, it will lead to the ruin of our country and our people. Ruin, I tell you!  Celestia cannot be defeated, only contained.” Scorpan said. “She is invincible.”

“I disagree, Scorpan. She can be defeated, and she is not invincible. Everyone has a weakness. It is merely a matter of finding out what it is and how to exploit it. Now, go back to the Decepticons! Apologize for your rudeness and inform them I wish to speak with them as soon as possible! Teach them the knowledge we have of Celestia's enemies.”

“Brother -”

“Go at once, with all due haste!” Tirek ordered.

Scorpan stood there with an expression of shock on his face. He covered his face and sighed. Tirek had never raised his voice at him before. “Yes, Brother.” He turned towards the window and spread his wings.



Galvatron, his arms behind his back in a controlled, disciplined pose, marched through the Crystal Empire, Shockwave and Starscream by his side. They visited the library.

They were well-timed, as Sombra stepped out the library entrance.

“How goes the training, Sombra?” Galvatron asked.

Sombra shook his head. “Not good. They mean well, and their hearts in the right place, but … they're still citizens, not a military unit. If I can't get them into shape soon, they won't stand a chance against the Royal Guard.”

“Keep trying.” Galvatron said. “You'll get there. Shockwave, Starscream, give me an assessment. What's our tactical standing as of this moment?”

“We would do well to use the Crystal Empire as our new base.” Shockwave said. “It is a long way from Canterlot, and there is plenty of open space. Nowhere for the Autobots to hide or set up any outposts or forward bases.”

“Advantage-wise, we're tied with the enemy, sir.” Starscream said. “We have you. They have Optimus Prime. We have Chrysalis and Sombra. They have Celestia, who may be powerful than the two of them put together. We have a combiner and they have a combiner. And I think the crew of our ship had another combiner from before we came to Equestria. Abominus, I think his name was.”

“And I believe the Autobots also had a preexisting combiner, so that puts us at a tie again.” Galvatron said.

“Don't forget.” Shockwave pointed to Galvatron's chest. “We do have the Cyber Planet Key.”

“Though the Key is powerful, it's only a slight advantage in the grand scheme of things.” Starscream said. “Even as powerful as Galvatron's become, I don't think he can win this entire thing. The fighting is going to drag on unless we can come up with something to tip the scales in our favor.”

“I may be able to help you with that.” 

“Scorpan!” Galvatron expressed his surprise as Scorpan descended from the sky. “What are you doing back with us so soon?”

“I have talked to my brother.” Scorpan said. “He is … interested in your idea of an alliance. He wishes to speak with you as soon as you can get to him. He has also ordered to make up for my previous rudeness. So … I apologize.” Scorpan bowed, his wings flaring out in an elegant flourish to his bow.

"Funny. I sense your apology is insincere" Side Swipe said.

"You doubt my sincerity?" Scorpan asked, putting on a smug smile. "That's not a good sign for our alliance. Nevertheless ..." Scorpan shook his head. "In addition, Tirek wishes for me to share with you something we know." Scorpan said. "It may just be the advantage you're looking for."

“What is it?” Starscream asked.

“Celestia's enemies from long ago.” Scorpan said.

“If they're from long ago, they're not going to do us much good in the present, are they?” Shockwave asked.

“Perhaps they can. If you can find them.” Scorpan said. “Their names … are Nightmare Moon and Discord. Discord was a spirit of order who used his magic to share his generosity with the ponies, giving them anything they asked for. Celestia and her sister Luna, when they were still united, couldn't tolerate such a thing and used their magic to turn Discord into ice. He is somewhere in the Everfree Forest.”

“When they were still united? What do you mean by that?” Starscream asked.

“That brings us to Nightmare Moon.” Scorpan said. “According to what we've learned, Discord was able to cast a spell on Luna before he was frozen. The spell purified – or corrupted, depending on your point of view – Luna, who displayed a sudden interest in the values of truth, liberty, and freedom. These values have no place in Celestia's Equestria. So they came to blows. Celestia ultimately prevailed and used some lost magic to banish her sister to the moon. Legend has it that, on a predetermined date, Luna will return from her banishment and attempt to bring about a new age of perpetual sunlight so nopony can hide their crimes in the darkness of night.”

“Poetic.” Galvatron said. “But not entirely helpful to us.”

Scorpan shrugged. “Who knows? Some think that this year is the date Luna will return. And if you can find Discord, perhaps you can free him, and he can aid you. Do at least try to seek them out and recruit before you go fighting Celestia, or I will have to continue calling you fools. Now if you'll excuse me …” Scorpan spread his wings and took flight. “I really have somewhere I must be.” Scorpan flew and left them.

“Somehow I get the impression he's going to call us fools anyway.” Starscream said.

“Probably. But we mustn't let Scorpan's rudeness turn us off from this alliance or any other advantages. Although ..." 

"What?" Starscream asked. "What is it?"

"You heard what he said about Discord." Galvatron said. "I'm not sure I want someone willing to brainwash to get his way like that on our team."

"Maybe not." Starscream nodded. "I understand your concerns. But that was Scorpan's version of the story. I think we should seek out Discord and hear his side of events. Even if it is true, it's not like we have much choice. If we want this alliance to work, we have to talk to Tirek, and Scorpan won't let us do that until we've made some effort at recruiting these people."

"Very well. We are going to do some research into Nightmare Moon and Discord and search for them. If Scorpan's information proves correct and we can find them, we'll do our best to recruit them.” Galvatron said. “Summon the Decepticons. I want multiple teams to work on this.”

Starscream and Shockwave both saluted Galvatron and ran off to gather the Decepticons. Galvatron turned away, feeling a bit chafed to have recruit a known mind-manipulator into his ranks.




Celestia, Twilight's friends, and Optimus stood on an overlooking cliff.

“I look forward to meeting your foreign ambassador again.” Optimus Prime said. “I did enjoy our stirring discussions about what the best way to behead someone is.”

“You'll get your chance to discuss it more soon.” Twilight Sparkle said. “Just be patient.”

“He's arrived.” Celestia held her hoof for silence as their visitor arrived.

Scorpan, descending from the sky like a shadow of the night. He landed at the edge of the cliff. “Hello, Optimus. Celestia.” Scorpan bowed. “Always a pleasure to see you again.” 

“And you as well, Scorpan.” Celestia bowed her neck at him, though everyone could tell this was simple a matter of being polite. “How go your efforts?”

“Not so grand.” Scorpan pursed his lips. “I have told the Decepticons of Nightmare Moon and Discord.”

“What? Why would you do such a thing?” Celestia snapped. “This knowledge in Galvatron's hands … it could prove devastating!” Celestia exclaimed. It unnerved Twilight to see Celestia so distraught. She was normally so calm, even in some of the scariest situations.

“I had little choice in the matter.” Scorpan said. “My brother directly ordered me to do so. I was in a tight spot. As bold and irreverent as I may be, I am not yet willing to risk openly defying my brother's orders. Perhaps if your Autobots defeated the Decepticons in the Crystal Empire, we wouldn't be having this problem. I go through all the trouble of letting you know the Decepticons are at the Crystal Empire, and for what? Just to watch the Decepticons beat them back and emerge triumphant?”

“Watch it.” Optimus Prime said. “Those are my Autobots you're insulting. Twiley, I've changed my mind. I don't like talking to him anymore.” Optimus glared at him.

“Regardless …” Scorpan said. “Aside from perhaps causing Discord to enter the fray, this changes nothing. Our deal still stands. You will help to, ah, dispose of my brother. With his death, you will annex his lands.”

“And in exchange for your help in defeating him, you will be given his lands, serving as a lord under me.” Celestia said. “I have not forgotten.”

Scorpan nodded. “I will meet with you again as soon as I have something worth your notice.” Scorpan exited with his wings, leaving the scene.

Celestia watched Scorpan leaving for a few minutes before turning and going back to Canterlot Castle. Twilight's friends joined her, though Twilight stayed with Optimus Prime for awhile, staring at the sky with her boyfriend.

As peaceful as Optimus and Twilight were, it couldn't last. Goldbug, clutching at his shoulders and limping, came up to them.

“Optimus! Optimus. There you are. I've been looking everywhere for you. I haven't been able to find you in moment of calm since you came back online!” Goldbug complained.

“What is it, Goldbug?” Optimus asked, turning to him. “Twilight Sparkle and I were enjoying a nice moment of cloudgazing, so it had best be something good.”

“I want to register a complaint. During your absence, do you have any idea how Rodimus and Twilight Sparkle treated me!?” Goldbug yelled. The fact he was raising his voice at Optimus Prime meant nothing to him in this moment. “They cut out my Ember and spliced it into pieces to make the Aerialbots! I want, nay, demand justice! Retribution! Some form of compensation, at least!”

Optimus Prime looked to Twilight Sparkle. “Twilight Sparkle, is this true? Did you and Rodimus spliced Goldbug's Ember to make the Aerialbots?”

Twilight giggled. “Okay. You got me. Yes, we did.”

“Resourceful of you.” Optimus said with an approving voice.

“Well?” Goldbug asked, raising his hand. 

“Well, what?”

“Aren't you going to do anything? Some punishment to Rodimus and Twilight for treating me like a resource instead of a living Cybertronan being? An apology, at the very least?”

“Goldbug, through Twilight's efforts, I was able to get five new soldiers and a combiner from your Ember. I'm not too concerned. You can survive without a few pieces of your Ember.”

“What? But … but ...”

“Oh, hush. You're still alive, aren't you?”

Goldbug fell silent. “Fine.” He walked away, grumbling to himself.

“What a whiner.” Twilight Sparkle said. 

“Yes.” Optimus said. “Come, Twilight Sparkle. Let's return to Canterlot. I grow tired of staring at clouds.”

“Whatever you say, handsome!” Twilight Sparkle followed Optimus back to the city. 



In the Everfree Forest, a withering, decaying forest, plants and bushes rustled as Decepticon search parties combed the ground in search of a figure who, for all they knew, may not have even been there anymore, or had even been there at all.

“Must we go through here again?” Blitzwing complained to Shockwave as they passed some bushes and trees. “I swear we were just past this grove ...”

“Not so.” Shockwave said. “The last groove had a hedge made of four bushes. This one has a hedge  made of five bushes.”

Blitzwing rolled his eyes. Or as close as he could get with a visor. “Shockwave, I really don't care about your lessons in spatial math and botany.”

“Quiet.” Shockwave said. “I think I see something. This way.” Shockwave led Blitzwing out from the trees and into a clearing.

The clearing was an oddity for a forest. There was a waterfall which led into a lake, both of which were frozen over, ice and snow radiating in the area around them. In the center of the lack was an ice sculpture. An odd sculpture. It seemed to be some kind of serpentine creature with the head of a dragon, the front hoof of a faun, the legs of a lion and an eagle, and the tail of a donkey.

“Is that him?” Blitzwing asked.

“It's an ice sculpture in the middle of the forest. I suspect it is. Call Galvatron! Let him know we've found it.” Shockwave said.

Blitzwing made the call, tapping a communicator on his wrist. Several minutes later, Galvatron, Sombra, Chrysalis, and the Decepticons had gathered around the frozen lake.

“So that's him, huh?” Side Swipe asked. “Discord.”

“Yes, I would assume as much.” Galvatron said. He put a foot on the ice to see if it could hold his weight. Feeling the ice was solid, Galvatron tapped his feet, producing a thumping sound. “This lake is frozen all the way to the bottom.” Galvatron approached the sculpture of Discord.

“Are you sure that's safe to walk on?” Chrysalis asked.

“It's frozen all the way down.” Galvatron said. “It's more like walking on a glacier than a lake.” Galvatron arrived at the sculpture and inspected it. Sombra and Chrysalis soon came to join him.

“Now, how we do get him out of here?” Galvatron touched his fingers to the sculpture, careful not to disturb it too much, lest he break it. What effect that would have on Discord, Galvatron did not know and had no intention of finding out. 

Sombra narrowed his eyes at the sculpture.  “I've got it! He's encased in ice, isn't he?”

“Yes.”

“I know the magic of the Crystal Empire. Ice and crystals are my domain.” Sombra said. He backed away from the statue and aimed his horn at it. “I can get him out of there.”

“I've never seen you perform any spells with ice.” Galvatron said. “Your proficiency seems to be with crystals. They're not quite the same thing. Are you sure this will work? Are you sure this is safe? What if it backfires?”

“Galvatron, please … have faith.” Sombra said. “What's the worst that could happen?”

“You could accidentally kill a creature who is stuck in a perpetual imprisonment, ending his life without him ever having a chance to say a prayer or make a last wish?” Galvatron said.

“Oh, so pessimistic.” Chrysalis said. “Go for it, Sombra! You can do it! I believe in you!”

“Bleh.” Side Swipe turned his head in disgust. “She's so perky. How do we put up with her?”

“By not suffering from a serious case of angst?” Cliffjumper suggested.

“Silence!” Galvatron said. “I believe Sombra would appreciate being allowed to focus.” Galvatron nodded. “Despite my reservations, you may proceed, Sombra.”

Sombra nodded in thanks. He focused his gaze on the sculpture, glaring at it with intensity. His horn lit up in a pink, wavy glow. 

“It is working?” Side Swipe asked.

“Quiet!” Cliffjumper said.

Sombra closed his eyes. The wavy aura of his magic fluctuated. He grunted with effort. 

Right as Galvatron was about to suggest Sombra should stop, he heard a crack. He turned to the sculpture of Discord. A cracked had formed on the face. It was working.

Soon, more cracks began to appear over the sculpture. They covered the sculpture, until finally the ice shattered and broke off, revealing a brown and yellow-tinged creature with a red dragon's snout. As the ice came off, the lake and waterfall around it also unfroze, implying some sort of link and sending Galvatron, Chrysalis, and Sombra into the water,

“FREE! FREE! OH, AFTER ALMOST A THOUSAND YEARS, I'M FREE!” The dragon-headed being exclaimed. He noticed Galvatron, Sombra, and Chrysalis flailing in the water. “Oh, here. Let me help you with that.” The being clapped his fingers and pillars of water shot out from the lake, supporting the three beings and carrying them to the shore.

The being flew over to Sombra. “Are you the one who set me free?”

“Yes.” Sombra coughed out some water. “I am Sombra. Are you Discord?”

“Why … I am.” Discord said. He bowed at Sombra and lifted the horns on his head up like a hat. “I thank you for freeing me, Sombra. You have no idea what it's like to be locked up like that! Frozen … unable to move your limbs … and so, so cold. Brr!” Discord wrapped his arms around himself and shivered. “Thank you again.”

“You're welcome.”

“So ...” Discord clapped his fingers, conjuring a walking stick and a top hat. He put the hat on and took the stick, leaning on it. “I presume you wouldn't have gone through the trouble of freeing me unless there was something you thought you could get from me. So, what was it? Tell me. Come now, don't be shy. I'm always ready to grant a little pony's wish!”

“Wish?” Chrysalis asked.

"Hello, Discord. I am Galvatron. These are the Decepticons." Galvatron said. "Before we discuss what we're really here for, I have a question of you."

"Shoot, my good sir." Discord said.

"We were told you used your magic to alter the mind of one Princess Luna. Is this true?"

Discord heaved his head and sighed. He looked down on the ground, shame apparent in his eyes. "Yes. It is. But please, you must understand. It was a desperate situation. Ponies were without hope while Celestia continued to tyrannize and subjugate the countryside. I had to do something, and the best way to do that was to try to target Celestia through what would leave her the most vulnerable to attack. And that was her sister."

"Mm."

"Really, it wasn't so bad ..." Discord said. "Luna was starting to have some doubts about her sister and her place in the world. It was easy to convince her to do something. I just ... went a little too far and convinced her of a little too much, that's all."

"All right." Galvatron crossed his arms. "I suppose I can understand your reasons for why you did what you did, though I'm not sure I can overlook it and condone it. We are fighting to defeat Celestia and free Equestria from the iron grip she has on it. We were hoping you could be an ally to us. Will you aid us?"

"Fighting Celestia is certainly a noble goal ..." Discord said. "But I'm not sure how much help I can be to you."

"Oh?"

"Yes." Discord said. "I'm a very generous spirit, but if you want to utilize my power, you have to obey the rules. See, back in the day, before that dreadful Celestia turned me to ice, ponies would come up to me and ask me to grant their wishes. And as long as it wasn't something bad, or naughty, or that would inflict pain on others, I would grant them … so long as they prefaced them with 'Would you please …' If you don't say that, I can't make anything for you. Obviously, things I make for myself are an exception." Discord tapped the cane to his hat. "And don't ask me to explain why these rules are there. I only learned they were there through experimentation, and my experiments told what they were, but not why they exist or who put them there."

"But we're not asking you to make anything. We're asking you to become our ally. Totally different." Cliffjumper said.

"Now, now, Cliffjumper. I know how to handle this." Galvatron said. "Discord, would you please be an ally to us in our fight against Celestia?"

Discord pointed the cane at Galvatron. "Well said, sir, well said! I knew you could figure out a workaround! Yes. Yes, I will."

"So … what? This was some sort of secret test to see if we could handle trying to use your powers?" Side Swipe asked.

"Yes, it was." Discord said. "But everything I said about those rules are true. So before I allied with you, I needed to be sure you understood the limits of my magic and could be patient with me."

"With that exact amount of careful phrasing needed to get anything out of him, I doubt he's going to be much use to us on the battlefield." Side Swipe said. "There's not a lot of time for logical verbal phrasing when you're under fire."

"Perhaps. But perhaps he does not have to be on the battlefield to be helpful to our cause." Galvatron said. "Contact Scorpan. Let him know we've found Discord."

A Decepticon nodded and left to do as Galvatron said.

"Oh, and one more thing ..." Galvatron said, turning to Discord. "I need your word, Discord. Can you promise you won't use your magic to affect the minds of my Decepticons? Or any one else?"

Discord brought a hand over his heart, holding up his other hand in a solemn vow. "You have my word, Galvatron. I will not use my magic to manipulate the minds of anypony else, be it they alien or pony."

Galvatron nodded. "Good to hear. I'm going to hold you up to that."

"You'll get no trouble from me." Discord said. "Well, unless Celestia kills every last one of you and tries to capture me and bend me to her will."

Galvatron glared at him.

"Just kidding. I'm kidding, I'm kidding!" Discord assured him. "Learn to lighten up every now and then, hmm? I would sooner die than let that wench bend me towards her nefarious purposes."

"I like him." Cliffjumper said.

"You know what, Discord?" Galvatron said. "You're starting to grow on me."



Returning to the Crystal Empire, the Decepticons awaited Scorpan's arrival.

Scorpan did not keep them waiting long. 

At least he's punctual. Galvatron thought to himself. “Hello again, Scorpan.” Galvatron greeted Scorpan. “As you can see, we've managed to find and recruit Discord to our cause.”

“So … you have.” Scorpan was surprised and flabbergasted to see Discord present among the Decepticons.

“Between him and Sombra, to mention our alliance with Chrysalis, I'd say we're doing pretty good with raising up an army.” Galvatron said. “So … can we visit your brother now?”

“Yes.” Scorpan said. “He is eager to speak with you. Come.”

Scorpan led them to his lands. It was a long trek, but the flying ability of the Decepticons made it easier on most of them, with them giving rides to the more earthbound amongst them.
They arrived at Tirek's castle. Galvatron was taken in by how big it was. It was bigger than Celestia's castle. Knowing Celestia, Galvatron couldn't help but think Celestia disapproved of this fact and wanted to demolish the castle as soon as possible. As opposed to just adding an extension to her own.

As they approached the front gates, Galvatron noticed enormous, pig-esque monsters standing guard. They were humanoid in shape and the size of a Transformer.

“Please. Disregard them. They are my brother's servants.” Scorpan said.

“Those are some servants ...” Cliffjumper said as they walked past.

Scorpan advised them while the castle was quite large and could hold the Decepticons in total, the throne room did not have enough room for all of them to sit comfortable. So Galvatron a representative team of himself, Starscream, Cliffjumper, Soundwave, Side Swipe, Chrysalis, and Sombra to meet Prince Tirek.

“Presenting ...” Scorpan announced them. “Galvatron of the Deceptions ...and company.”

Galvatron and his team entered the room. Galvatron saw Prince Tirek sitting on his throne. The prince had the disposition of a beast, similar to his brother, Scorpan. Tirek had strong resemblance to an ape or a chimpanzee in the build of his face. His body was equine below the waist, with a long torso and four legs ending in hooves. His fur was a snowy while, while his skin was an inviting shade of pink. It made Galvatron think of bath soaps and reminded him of Chrysalis.

“Galvatron!” Tirek said. “A pleasure to make your acquaintance.”

“And yours as well, Prince Tirek.” Galvatron showed his respect and bowed.

“Please, stand.” Tirek said. “I would like to have an eye-to-eye conversation with the being who may be just be the key to defeating Celestia.”

“I beg your pardon?” Galvatron asked.

“I know you have fought Celestia before.” Tirek said, tapping his fingers. “I have fought her before. I believe that together, with our combined experience and our combined forces, we have a chance to end her reign at last.”

Galvatron smiled. “It is nice to know you have faith in my troops and I.”

“Well ...” Tirek stepped out of his throne. “I look forward to working with you, Galvatron. May this be the start of a wonderful and long-lasting partnership!”

“Yes. That would be nice.” Galvatron said. “I have a question, though. As Scorpan was leading us up here, we saw several monsters throughout the castle. Where are those from? I'm just asking to be sure everything is … ethical  here.”

“Ah. I understand your concern. Rest assured, those monsters are the way they under consensual circumstances. They are my citizens.” Tirek walked back to his throne. He went to a table Galvatron hadn't noticed before. On the table was a bag tied with string. 
Tirek placed his hand on the bag. “I turned them into monsters with my Rainbow of Light, to use as soldiers to defend against Celestia.”

Knowing Tirek had done the same as he, Sombra felt both at once guilty and justified in what he did to the Crystal Empire's denizens. Though unlike him, Sombra reminded him, Tirek had asked for consent.

Tirek picked the bag up, holding it in contemplation. “I want for nothing more than to undo the transformations and let them go back to leading normal peaceful lives … but I can't. Not when I know Celestia is loose. Not to mention those Autobots she's acquired are more than a match for my citizen soldiers, even in their monstrous forms.”

Tirek put the bag down.

“But all that is going to change.” Tirek said. He pointed to Galvatron. “Now that you're here, Galvatron. With my Rainbow of Light and my monsters, and your Decepticons -”

“Not to mention Discord and the Cyber Planet Key.” Chrysalis interrupted.

Tirek glared at her, not recognizing the name of the Key. “With your Decepticons and Cyber Planet Key, the final defeat of Celestia is within our grasp. All we have to do now … is come up with a strategy. And hope it works.” Tirek added glumly.

Galvatron nodded. “I will get my best tacticians in here to discuss with you and your officers. Have no fear, Prince Tirek. Together, we WILL defeat Queen Celestia. We just have to believe and have a little faith.”

Tirek smiled.

“And, you know, not let our guard down and beat Queen Celestia into the ground without giving her chance to get back up.” Side Swipe said.

“Er, yes. That too, Side Swipe.” Galvatron said.

No one noticed Scorpan glowering in the corner of the room, looking displeased.



At Canterlot Castle, Celestia was looking out the window, enjoying a bonding moment with Twilight Sparkle as they stared at the sky.

Twilight Sparkle reached for a knife she hid under her cloak. She grabbed it, considering stabbing Celestia with it. She weighed the potential benefits and losses from the action. She could let out all her revenge, her anger, her hatred. A conflict boiled inside her, her renewed affection for her mentor doing battle with her lingering resentment of the exile Celestia imposed on her.

It would be a massive blow for Canterlot and its allies to lose the Queen, especially now, when they were so close to making a huge move against their enemies. But it wouldn't make a sweet revenge against her? For Twilight to kill her at the eleventh hour, and take Celestia's place as the leader of their great, conquering nation? It would show Celestia a thing or two.

Well, no, it wouldn't. Because she would be dead.

Twilight shivered as Celestia's hoof wiggled under her cloak. Celestia brushed her hoof across Twilight's body until it reached the hoof holding the knife. Twilight gasped as she realized Celestia knew.

"Must you?" Celestia asked. "On the eve of such a pivotal moment for us both? For Canterlot? I know this will happen one day, but do you have to make it today? Perhaps a better question ... can you really go through it? Do you still hate me that much? Or would you try to maintain our relationship and continue to mend the broken fences between us?"

"Tell you what ..." Celestia said, taking her hoof off. "If you really want to kill me ... if you really hate me that much, then you can go ahead and slit my chest open. I'll make no effort to stop you. But bear in mind the responsibility you'll be taking if you usurp me."

Twilight pulled the knife out from her cloak. She held it in her hooves, regarding it, tapping one hoof to the knife's edge. She gave it an intense stare. After thinking about her options for several moments ... she held her hoof out and dropped the knife to the floor with a clang, the knife twinkling on the floor before stopping.

"Good choice." Celestia said, her tone hinting she knew Twilight would choose not to go through with it. "I'd like to keep you around, too."

Twilight smiled and blushed, seeing the error of her ways. She nuzzled against Celestia's leg to show her affection and loyalty. Celestia brought her leg around Twilight to let Twilight know she was forgiven.

A Guard came into the room, holding a letter. “Your Majesty? Correspondence from Scorpan.”

“What?” Celestia said. “Bring it here.” 

The Guard went up to Celestia. Celestia used her magic to take the letter from him and opened. She read it.

“What's it say?”

“It says Galvatron and Tirek have begun to discuss strategy with each other.” Celestia said. “Drat. I was hoping Scorpan could keep them apart for a little while longer ...”

Twilight sat down on her haunches. The heaviness of the moment washed over her. Their two most powerful enemies, together at last and united against them.  “What do you want to do?”

Celestia glared at the letter for a moment.

“Gather your friends. Grab your brother. Grab Optimus Prime and the Autobots. Grab everyone and everything you possibly can. We are going to march into Tirek's land … and slaughter all those who dwell within. Let there be no mistake, Twilight. This will be the final conflict. I want no Decepticon to escape from this battle. All of them conspirators, beheaded. Tirek's castle razed to the ground. Galvatron and Chrysalis' heads in my possession. Any other outcome is not acceptable.”
> Shattered Glass
> --------------------------------------------------------------------------

Tirek clapped his hands, bringing everyone's attention.

"I'm afraid, if you are not a leader or commander in some capacity, I must ask you to leave now, so that I may discuss strategy with our new allies."

Tirek's men nodded their head. Everyone else was sent out of the throne room so the leaders – Galvatron, Starsream, Tirek, and Scorpan could talk among themselves.

"I eagerly await your input on how we may fight Celestia, Galvatron." Tirek said.

Galvatron nodded. "In due time, Your Highness. In the meantime, I have a question. We have already recovered and recruited Discord to our cause. I am curious how can we do the same for Nightmare Moon."

Tirek shook his head. "The curse Celestia placed on her sister when she banished her to the moon must carry out its sentence. Nightmare Moon will return when it is time for her to return, and no sooner. I am afraid that she will be of limited help to our cause."

"Hmm." Galvatron huffed.

"There is a glimmer of hope, however. It is rumored that on the thousandth year since her banishment, Nightmare Moon will return on the anniversary of the day she was banished. What precise, specific day it is has been lost to the ages. So ... heh-heh. It could be today. Then again, it could be tomorrow. It could be a week from now. And please, there is no need to be so formal. Just "Tirek" is fine."

Galvatron smiled and nodded. Unnoticed and sulking in the corner, Scorpan growled, which did not go unnoticed by Starscream.

"I am glad to have you here, Galvatron." Tirek said, approaching Galvatron and not noticing his brother's foul attitude. Tirek placed a hand on Galvatron's shoulder. "It is rare I can talk to somebody on an equal level as I am."

"An ... equal level?" Galvatron asked. "What do you mean by that?'

"I mean, it is good to talk someone who can relate to me. To my position. My burdens." Tirek said. "Oh, but please, do not take me for a snob. The guards, the men, the citizens are all wonderful conversationalists, excellent people to talk to when you're in need of a pick-me-up. But still ... they lack something, a certain ... understanding of the dilemmas and the challenges that plague someone of my position and standing. As does Scorpan. Being that he is also royal blood, he shares many of the same concerns as I do, but there are still certain insights and complexities that elude him." Tirek didn't notice Scorpan cross his arms and huff. "That is another reason why it is good for me to have you here. So I can talk to an equal. To another prince, another ... leader."

Tirek looked at the floor. "It's difficult, isn't it?"

Galvatron looked to Starscream for clarification. Starscream shrugged. "I'm afraid I don't understand. What's difficult, Your High – I mean, Tirek?"

"Being a leader." Tirek buried his head into his arms. "You lead the Decepticons, Galvatron. I had hoped I would be able to converse with you about our shared burdens."

Galvatron was taken aback. "Of course, Tirek. I must admit, being a leader can be … challenging at times."

"Especially when you don't know how to be a leader." Starscream said.

Galvatron gave Starscream a good-natured smack on the shoulder. "Starscream, really. You should know better. You were excellent in my absence. Still, it can be stressful. Knowing everyone's looking up to you ..."

"Knowing everyone's counting on you to make the right decision ..." Starscream said.

"Knowing that every decision you make will have consequences, sometimes even for someone you've never met." Tirek said.

Galvatron looked at the floor. "Yes. I know what you mean. I've made a few decisions which proved to be tactical errors, and good Decepticons I had never even known the names of paid the price for it." Galvatron sighed. "You know what they say. Heavy is the head that wears a crown."

"If you are so burdened, Tirek, I would be happy to take the reins of leadership from you ..." Scorpan said.

Tirek glared at him. "Now, brother. You know that is not how our laws work. I am older than you, and I will retain the throne until I am no longer able."

"Of course." Scorpan said. "I was merely ... trying to be of use, heh-heh." Galvatron and Starscream exchanged doubtful looks before tossing questioning glances at Scorpan.

Tirek stood up from his throne. "Thank you, Galvatron. Knowing there is someone else who shares my pain has done wonders for my spirit. Even this talk, brief though it may, has been uplifting. Now come." Tirek stepped down from this throne. "I wish to know of your plans to fight Celestia."

"I have a few ideas." Galvatron said with confidence.



Scorpan left the throne room. He made his way through the castle, finding some guards examining a map, determining their routes of patrol to keep Celestia's forces out of the kingdom.

Scorpan entered the room and went around. “I want you to send word to our patrols they are to go here, here … and here.” Scorpan pointed at locations on the map.

One of the pig monster guards looked at where Scorpan was pointing. “With all due respect, Scorpan, none of those are the are the areas Prince Tirek told us to patrol.”

“With respect, that's because Prince Tirek doesn't have the fortitude to do what needs to be done. Now do as I say!” Scorpan snapped at them before leaving. The guards, unsure what to make of it, shrugged and resolved to follow the orders they were given.

Scorpan left the room and went to a window. He climbed up on the sill, flexed his wings, and jumped out, taking flight and flying across the land.

His flight taking him far, Scorpan reached the edge of the Equestrian border, where Celestia was gathered with troops, allies, and armatures. A guard pointed at Scorpan, bringing him to Celestia's attention.

Celestia stepped forward as Scorpan made his descent, planting his feet on the ground.

“Your most imperial Majesty.” Scorpan bowed. “A pleasure to see you again so soon.”

“Likewise.” Celestia said. “Now, dispense with the formalities, Scorpan. I am about to begin a very long siege into your brother's kingdom with every weapon and solider at my disposal, so I would appreciate minimal … distractions.” 

Scorpan nodded. “Of course. I have stopped by only to inform you that I have rearranged Tirek's patrols. You should find little resistance during your first push in.”

Celestia grinned. “That is good news, worthy of my attention. Thank you, Scorpan. For that, I won't have you executed for wasting my time. Which would have been a shame, as I do enjoy our talks.”

“You are most welcome, my lady, and it is good to know I have evaded your wrath for another day. Perhaps when I rule the kingdom, I will be less concerned about your opinion, but for now, I wish to remain in your good graces.” Scorpan said before taking flight and leaving. 



Tirek rested on his throne, his fingers interlocked he thought about strategy and the coming war with Celestia's forces. There would be causalities. There could be no getting around that. But he dared to hope, with Galvatron's aid and the Decepticons backing him up, he could keep those causalities to a minimum. 

Scorpan entered the room.

“Where have you been?” Starscream asked, regarding Scorpan with suspicion.

“I was on patrol.” Scorpan answered. “And I don't much care for your tone.”

“I don't much care for yours, either.”

“Gentlemen, please.” Tirek stood up and held out his hands for them to stop. “We are all friends here. Certain doom is approaching. Bickering and infighting now will serve only to ensure our end at Celestia's hooves. Once she had been vanquished once and for all, you may fight to your heart's content. But for now, please keep focused.”

Galvatron nodded. “Tirek is right.”

Scorpan scowled, but let the matter drop. “You said you wanted to all of us in here, brother?”

“Yes.” Tirek said. “I am considering strategy for our upcoming confrontation. I was hoping you three could give me some advice.”

Scorpan's hand shot up. “If I may, brother, I would suggest withdrawing out forward lookouts from areas near swampy water. Celestia will not risk her troops having to cross through that dense muck and mud.”

“I don't know about that.” Galvatron said. “After my experiences with Celestia, she doesn't strike me as the type to let a little muddy water get in her way. She could pass over it, for all we know.”

“Or cast a spell to let her troops walk on water.” Starscream said.

“Or send fliers over the river.”

“Or have the Autobots carry her pony soldiers over their heads and have them wade through the muck.”

“You raise a good point, Galvatron.” Tirek said. “Celestia is not going to let some water stop the march of her army.”

Scorpan appeared appalled. “Brother! You would listen to the advice of these outsiders?”

“We are familiar with the tactics of war. We've been fighting the Autobots for years.” Starscream brandished his fist at Scorpan. “Don't question mine or Galvatron's wisdom when it comes to strategy, Scorpan.”

“Brother, are you really going to listen to them over your own brother?” Scorpan crossed his hands over his chest, his face showing himself to be hurt.

“Enough.” Tirek waved his hand. He sat down in his throne. “I will deliberate upon your suggestions. You may take your leave of me, gentlemen.”

Scorpan, Galvatron, and Starscreamed nodded. They all headed for the door, Scorpan and Starscream glaring at each other, but the door swung open and one of Tirek's pig-men guards ran into the room, a crow perching on his arm.

“Prince Tirek!” The pig-man waved a piece of paper in his hand. “We've received reports from the front line! Celestia is attacking, and our patrols are out of their intended position!”

“What? Give me that!” Tirek swiped the letter from the pig-man's hand. He held it in one hand as his read the letter's contents. Tirek paled.

“Prince Tirek?” Galvatron asked with concern.

“My patrols ...” Tirek said. “They were not in position. They were out of formation. I specifically ordered them to certain areas where Celestia would likely strike first, and for some reason, they decided they knew better than I did and withdraw, making us vulnerable to Celestia's attack! Why?”

Starscream crossed his arms and glared at Scorpan. “I have a few ideas ...”

“What are you looking at me for?” Scorpan asked.

“Didn't I see you leaving after giving orders to some troops?” Starscream asked.

“And you think that I had something to do with this? You offend me, good sir.” Scorpan said.

Tirek placed his hands on his head, staring at the floor in horror. “What am I going to do?”

“Hey.” Galvatron put a hand on Tirek's shoulder. “Don't worry about it. You have us to help you. We'll send Decepticon reinforcements out, beat back this attack, and get everything back under control. We'll find out what went wrong, I promise you.”

Tirek gave him a forlorn look. It was a look Galvatron recognized, having seen it in his own troops before. The look of someone who wanted to believe what they were being told, but couldn't bring themselves to. “I hope you're right, Galvatron. But won't Celestia be expecting you?”

“We're prepared for that.” Galvatron nodded and turned to Starscream. “Starscream?”

Starscream snapped his fingers and smiled. “I know what you're thinking, sir. I'll have them deploy right away. Celestia won't see this coming.” 



Out in the field of Tirek's land, Tirek's patrol were attempting to retreat from Celestia's starting offensive. They had been caught off-guard and out of position, so the terrain wasn't to their advantage. Caught at a disadvantage, they hoped only to escape with no illusions about trying to engage the enemy. They fired crossbow bolts from behind cover of emptied-out trees and rocks, sometimes getting a lucky shot into an Autobot's side, though it did little other than give the affected Autobot a limp.

They were outnumbered and outgunned. Before, they stood on rough equal terms with Celestia's army, both of them being equipped with swords, spears, slings, bows, and a trifle magic. But now, with the Autobots here, giants made of metal armed with laser beams and energy blasts, they stood little chance. Their weapons  could only barely penetrate the Autobots' steel skin, and their armor wasn't strong enough to resist the melting  heat of a laser beam.

“This is great!” Shining Armor observed as Tirek's troops retreated. “At the rate we're going, we'll be at Tirek's castle in no time!”

Cadenza closed her eyes and winced. “Sweetie, why do you say things like that? You tempt fate, you know.”

Shining Armor looked to the ground, ashamed. “Sorry.”

“If you'd like,” Rainbow Dash offered as she and Fluttershy loaded a rod into a ballista, “I could extrapolate the time this is taking and calculate a rough estimate of how long it will be before we reach the castle, assuming we can keep up this rate of progress.”

“Save the math for aiming, Dash.” Fluttershy pulled the cords of the ballista taut. 
“Say, uh ...” Shining Armor said. “Are we sure it's a good idea for Rainbow Dash and Fluttershy to be here with us? I mean, if they're separate from the rest of their friends, they can't, uh, you know ...” Shining Armor gestured at his neck.

“I'm sure Queen Celestia factored in the risk when she determined the makeup of our squad.” Rainbow Dash said.

Cadenza glared at Shining Armor, still upset about his earlier tempting of fate.

“Don't worry.” Shining Armor assured his wife. “There's no way they can recover from this attack.”

The lie was put to Shining Armor's words by a huge sword appearing from nowhere as if brought about by divine intervention. The sword flew threw the sky before landing on an Autobot, piercing his body and pinning him to the ground, his body hung on the sword for all to see as its tip dug into the dirt.

“Ew.” Cadence remarked. The ground shook under their feet. The river running nearby rippled, and Menasor appeared, causing quakes with every step.

Menasor reached down and picked his sword up, lifting it from the dirt. He shook the Autobot corpse off his sword and inspected the sword before twirling it. He pointed the sword at Cadenza.

“Perhaps we will provide more of a challenge for you!” Menasor roared. 

Cadenza and Shining Armor fired spells from their horns. Menasor raised his sword to block them, the pink and green spells deflecting and bouncing off his sword to  to affect some unfortunate random patches of land. The spells hit the land around them like dud bombs and exploded, creating divots in the ground.

Rainbow Dash and Fluttershy repositioned the ballista, moving it to the side. Rainbow Dash cranked the lever, ratcheting the ballistic up at Mensaor. Rainbow Dash bit down on the firing mechanism and took a few steps back, putting pressure on it. She held it for as long as she could until she was sure she make the perfect shot. When Menasor moved to bat away another of Cadenza's projectiles with his sword, Dash let go.

The ballista bolt went flying, rising up through the air before falling down in an arc. It landed square into Menasor's right optic, shattering the optic and digging into the back of his skull. Menasor groaned and fell onto his back.

“Direct hit!” Fluttershy cheered. “Perfect shot! Bulls-eye!”

Rainbow Dash flicked her mane and beat a proud her hoof against her chest. “Would you expect anything less from my flawless calculations?”

Menasor let out a groan, letting the ponies know he was down, but not out. The battle was not over. 

Menasor rolled around, trying to gain his bearings. Seeing two Autobots approach his side of the battlefield, he took advantage of his body's downed position and kicked outwards, punting one of the Autobots into the other and sending them both flying across the battlefield. Still groaning, Menasor rolled onto his chest and raised his fists.

“Fire!” Cadenza ordered, pointing a hoof at Menasor.

Menasor roared and slammed both his fists into the ground, causing a tremor. The impact sent out a shockwave which Cadenza and Shining Armor had to plant their hooves firmly in the ground to avoid letting it bowl them over. The shockwave also caused Rainbow Dash's ballista, the ballista like it nearby, to collapse into their component parts. 

Cadenza observed the loss of their artillery, a loss which Celestia had not permitted on this mission's “acceptable losses.” If they were further along in the siege, it wouldn't bother Cadenza, but she saw it as a sign they were losing control over this battle. “Retreat!”

Cadenza and the others turned back towards Canterlot and fled. A few Autobots tried to be helpful and gather up the pieces of the destroyed ballista to be recycled and used again.

“No, no, what are you doing?” Cadenza shouted. “Leave them! They're of no use to us. Get back to base!” 

The Autobots dropped the wooden pieces and rejoined the retreating party.

Menasor let out a soft sigh, satisfied at a job well done.

Tirek's men returned to the scene of the battle and saw the pieces of ballista. They had an idea. Just because Cadenza couldn't find any further use for them, doesn't mean they couldn't find something useful to do with the wood …



A pig-man came into Tirek's throne room. 

“Prince Tirek, sir!” The pig-man saluted. “We've received a new report from the front line! Celestia's attack has been successfully driven off.”

“Excellent!” Tirek smiled. “It would seem, Galvatron, that your … what did you call it?”

“A combiner, Your Majesty.” 

“Your combiner is up to the challenge.” Tirek said.

“That's not all, Your Majesty.” The pig-man said. “They also recovered the enemy's destroyed ballista. We think we can use the wood and make catapults out of them.”

“Something tells me throwing boulders would do a lot more good against the Autobots than ballista bolts.” Tirek pointed his finger. “See that it is done.”

The pig-man nodded and left the room. Discord entered the room, carrying a tray of drinks, his body brushing alongside the pig-man's arm. “Oh, sorry.”

“Discord? What are you doing here?” Galvatron asked.

Discord held the tray up. “I could sense some bad feelings coming from this room, so I thought some nice tea would help everyone relax and calm their nerves.”

Galvatron pinched his fingers around one of the glasses and lifted it up. He examined it for a moment before putting it down. He didn't have the heart to tell Discord Cybertronians didn't drink tea. “Thank you, Discord. It's a nice gesture.” 

“Oh, no problem!” Discord said.

Galvatron walked towards a widow while Discord offered a tea to Tirek, who accepted. Galvatron put his hands behind his back and stared out at the sky.

“Is something the matter, Galvatron?” Discord asked.

“No. Well, perhaps. I've been wondering about Nightmare Moon.” Galvatron explained. “When she's going to get out. If she's going to escape in time to be of help to us. We could always use another powerful ally.”

Discord grimaced and rubbed his chin. “Nightmare Moon, huh?”

“Yes.” Galvatron noticed Discord growing uncomfortable. “Discord? You seem uneasy. Is there something we should know about Nightmare Moon?”

“No, no … well.” Discord said. “I may have attempted to do something to ease the ponies' suffering and used my magic to affect Luna's head. I poke to her and I managed to change her way of thinking. Which makes me directly responsible for her turning into Nightmare Moon.”

“So, you turned her into Nightmare Moon?” Galvatron asked.

“Yes.” Discord said. “Perhaps not my greatest move, in hindsight, but what's done is done.”

“Hmm.”

Before Galvatron and Discord could discuss the morality further, the entire castle shook from a blinding flash of thunder across the sky. Galvatron and Tirek lost their balance and almost fell before catching themselves.

“What was that?” Galvatron looked out the window. The sky was turning dark. Night time was creeping across the sky, stars twinkling and the moon rising up over the horizon, casting its pearly light on a darkened landscape. A blackness seemed to  fill the air itself. “Why is it so dark outside? It was bright daylight a moment ago!”

“That ...” Tirek said. “Is Nightmare Moon. She has made her escape.”

Galvatron climbed up and perched on a windowsill, preparing to take flight.

“What are you doing? You can't just fly up to Nightmare Moon!” Scorpan exclaimed. “She's an angry powerful princess from times past just released from her prison! You can't be sure she's going to listen to what you have to say. Cease this foolishness.”

“I have to, Scorpan. If we're going to get her help to win this fight, I need to get to her before anyone else does, especially Celestia.” Galvatron said. 

“Still ...” Scorpan said. “Do you have any idea where she's going to be? You have no way of finding her.”

Galvatron cast his gaze towards the horizon. In the sky over Celestia's side of the border, storm clouds were gathering. A long tail of cloud wrapped around the sky and swirled around, flashes of thunder rumbling forth.

Galvatron pointed to the storm. “Something tells me she's probably going to be over there.” Scorpan huffed.

Galvatron jumped out of the window, transforming into helicopter mode. His blades whirred as they spun around, generating lift and drag to carry Galvatron over air currents. Rising up from Tirek's castle, he headed straight for the center of the storm.

Galvatron reached the clouds without any problems, though the wind from the storm was making it difficult on his rotors. 

The clouds twisted and twirled around, coming together like tendrils from some horrible monster, wrapping around themselves several times over, creating an artificial tunnel.

“HAHAHAHA!” A boisterous female voice laughed from inside. Nightmare Moon appeared from inside tunnel, rearing her up front hooves. She was a pony the same size as Celestia, but with a shorter snout. Her coat was a glittery silver, her wings were like a bat's wings, and she wore a mantel and boots like Celestia's, but her's were a brighter lilac color rather than Celestia's dark purple. And of course, she had eyes like a viper's.

“After a thousand years, a thousand moons, I'm free! Do you hear me, sister? I'm coming for you!” Nightmare Moon darted out of the tunnel, heading straight for Canterlot.

“Excuse me? Excuse me, Nightmare Moon?” Galvatron pulled up to her side.

Nightmare Moon slowed down to let Galvatron catch up with her. “Yes? Who are you?”

“My name is Galvatron. I am the leader of the Decepticons. We've recently joined forces with Prince Tirek and others to form a sort of … coalition to fight Celestia, and we were wondering if you would be interested in joining us?”

“Coalition?” Nightmare Moon asked. “I need no coalition! I am Nightmare Moon! A Princess of Equestria, Celestia's equal if there ever was one.”

“Nightmare Moon … Your Majesty, if I could talk to you for a minute, maybe I could-”

“I do not have a minute to waste on your petty trifles.” Nightmare Moon glared at him before turning her head towards Canterlot. “I want justice enacted on my sister, and I want it NOW! Darkness shall fall on all of Equestria until my sister has been brought to justice!”

Nightmare Mare flared her wings and increased her speed as she darted through the sky, shooting forward like a silver rocket of the night, leaving Galvatron eating dust.

“Oh dear ...” Galvatron could sense Nightmare Moon's plan, whatever it was, wasn't going to end well. He had to catch up with her and talk to her some more. He had to talk her out of doing something foolish, which he knew she was going to do.

Gah! Can't this thing go any faster? Times like this I wish I still had my jet mode ... Galvatron thought at his helicopter mode. It was fast for a helicopter, but nowhere near as fast as his former jet mode was. If he had his jet mode, he could boost power to his engines and catch up with Nightmare Moon in no time. As things stood, Nightmare Moon was becoming a distant silver spec some yards ahead of him.

However, Galvatron did not give up. He continued to follow her, even if it was a longer distance and slower pace than he would like, until he could begin to make out some elevated, grassy terrain ... and the faint shape of Autobots standing guard and watching over it.

Galvatron broke off his pursuit of Nightmare Moon, transforming into robot mode and landing a safe distance away from the base. He found a tree and hid it behind it for cover.

Getting a closer look, he could see the terrain was a base. Celestia's Royal Guard patrolled the area while the Autobots acted as lookouts. There were tents set up and campfires dancing, billowing smoke. He even saw Celestia and Twilight Sparkle walking around.

This must be Celestia's forward camp. Galvatron realized.

Both Celestia and Twilight turned their heads to the sky, their attention caught by something. Galvatron looked up to see what they were looking at.

Nightmare Moon was fast approaching the base camp.

“SISTER!” Nightmare Moon roared, coming to a stop, hovering the camp. Nightmare Moon paid no mind to the Autobots pointing their weapons at her. “It's been a long time coming.”

“Yes.” Celestia was more amused than anything. “Yes, I suppose it has, hasn't it? Stand down, everyone.” Celestia cracked her neck, a purple sphere crackling electrically at the tip of her horn. “I'll handle this.”

“I'm sure you will!” Nightmare Moon taunted before launching her assault. Her opening volley was to summon down several lightning bolts from the sky, summoning them from the storm clouds which followed and aiming them at Celestia.

Celestia conjured a purple shield above the base camp. The lightning bolts struck it hard, so hard Galvatron could feel the impact from where he was standing, but the shield absorbed the blows. It took a toll on Celestia, who was gritting her teeth as she kept the shield up.

The moment there was a pause between the lightning strikes, Celestia saw her chance and took it. She dispelled the shield and fired a lightning bolt of her own from the tip of her horn. 

Nightmare Moon dodged, flying to the right to avoid the crackling blast of electricity. Nightmare Moon smiled. “Is that all you have to offer? I must say, sister, I'm disappointed in you. I thought you were more powerful than that.”

Celestia growled. She fired a purple beam from her horn, which Nightmare Moon counted by firing a silver beam from her horn. The two beams met in the middle of the air and pushed against each other. On occasion, one beam would gain ground and push the other back a tiny distance, but neither of them maintained a significant advantage for long, the beams pushing back and forth as if it was a toy being argued and pulled by two children.

Celestia dismissed her beam, stepping to the side with her usual eerie calm, so Nightmare Moon's beam struck the ground instead of her, causing a small, smoking hole in the ground. 

“This is getting us nowhere.” Celestia said. A smile crept across her face, and she turned to Twilight Sparkle. “Twilight, my dear, why don't you take this opportunity to test your new toys?”

“Ooh! Good idea!” Twilight Sparkle ran to the back of the camp. She soon returned with her friends, wearing a silver crown on her head. The crown was adorned with a gem inside it, in the shape of a six-pointed star with red lines forming a hexagram on it. Each of her friends was wearing a similar silver necklace on their necks.

Nightmare Moon's eyes widened. “What is this? The Elements of Harmony? No. You couldn't possibly have ...”

“Passed them down? That is exactly what I did, sister.” Celestia said. She nodded at Twilight. “Go on, Twilight.”

Elements of Harmony? Galvatron thought, making sure to keep his thoughts in his head, lest an Autobot overhear him. He didn't know what they were, but judging from Nightmare Moon's reaction, they were a threat to take seriously. She had been unflappable up til now, but the sight of the Elements had her paralyzed.

The jewel in Twilight's crown began to glow.  Humming with magical power, it shot a solid beam of blackness, and the girls' necklaces shot out beams ranging from white to various shades of grey. The beams twirled and moved through the air before connecting to each at the sides, forming what appeared to be a greyscale, lifeless rainbow. 

Galvatron, his scientific mind understanding how rainbows work, thought the idea of a grey rainbow didn't make any sense.

The dark rainbow stretched out, going up towards Nightmare Moon and encircling her, trapping her inside as it wrapped around her body several times, encasing her in a cocoon.

“NOOOOOOO!” Nightmare Moon screamed as the rainbow contracted around and constricted her. It swirled around her before squeezing her. A black sphere of energy appeared around where she was, sending out a blinding flash of light which Galvatron raised his arm to shield his eyes from.

When the light had cleared, Nightmare Moon was gone. The sky had cleared of any darkness, the moon had set, with the sun visible once again, and the thundering clouds which followed Nightmare Moon's trail had gone. On the ground, a pony about the same size as Twilight Sparkle was cowering before Celestia. Her coat was blue and her mane and accessories were purple.

Galvatron couldn't believe it. These Elements of Harmony had turned the monstrous, boisterous Nightmare Moon … into a scared little filly. They had … de-fanged her.

The pony lifted a hoof off one eye, staring at Celestia in fear. “I'm sorry. Can you ever forgive me?”

“Perhaps. After all, I know this was not all your fault.” Celestia approached the pony, who shivered as Celestia came closer. Celestia sat down on her stomach, bringing them closer to eye-level. “Join me, Luna. Help me fight the Decepticons and Tirek and end them. Do this for me, and I will forgive you.”

Luna lifted her hooves off her eyes, giving Celestia a look of disbelief. Celestia made a comforting smile to assure Luna her offer was genuine.

Luna smiled and stood up. She nodded. “Yes. I will join you, sister, and help you fight these … Decepticons.”

“Excellent.” Celestia wrapped a wing around Luna and pulled her into a hug. “I'm glad you agreed, sister. Sisters shouldn't fight each other. We should be fighting side by side. On the eve of my ultimate triumph, I would want my sister there with me.  ”

“You hear that, Twiley?” Shining Armor shouted from somewhere. “Maybe there's a lesson for you in there somewhere!”

“Shut up, Shining.” Twilight Sparkle shouted back. 

Slag it. Galvatron swore in his head. He needed to hoof it out of here. He got out from under the tree and transformed, making a run back towards Tirek's castle before Celestia and the Autobots discovered him and decided to test the Elements of Harmony on him.



“Ah, Galvatron!” Tirek said upon seeing Galvatron return. Starscream went to support his leader, noticing he seemed to be out of breath, or as close as a robot could get to being out of breath. 

“It is good to see you return to us in one piece. Were you successful in recruiting Nightmare Moon to our cause?”

Galvatron shook his head. “No. Nightmare Moon's not going to be any good to use. Quite the opposite, I fear. Celestia had Twilight Sparkle and her friends blast her with these things they called “the Elements of Harmony” and turned her into Princess Luna, who signed onto Celestia's side the minute Celestia offered her the paper. So to speak.”

“Hmm.” Tirek stroked his beard. “The Elements of Harmony, eh?”

“You know of them?”

“Somewhat.” Tirek said. “All I know is that they are powerful magical artifacts in Equestria, and Celestia wielded them long ago. It would seem she has passed down the torch to her students. If I were you, Galvatron, I would make an effort not to get hit by them.” 

“I saw what they did to Nightmare Moon.” Galvatron said. “You don't need to tell me twice.”

“This … complicates things, certainly.” Tirek said. “But we mustn't give up hope. Together, we will devise a strategy to deal with the Elements … won't we, Galvatron?” Tirek's question lost much of the confidence his speech had begun with, as if Galvatron had the final say on whether they would or would not succeed.

“We will.” Galvatron assured him. 

“Sir!” A pig-man entered the room, waving a letter around. “More news from the battlefield, sir. There's been another attack, led by Princess Luna.”

“Let me see that ...” Tirek took the letter and read it. “What? My troops are out of position again! This attack is happening near a certain river crossing. I explicitly gave strict orders for my troops not to go near that crossing!”

“How could that have happened?” Starscream asked. “Surely your troops wouldn't defy your orders, especially at a time like this.”

“The only one with the authority to get my troops to disobey orders is ...” Tirek halted, lowering the letter down as he came to a sobering realization. He had to accept it. He had to accept the truth. “Scorpan.”

“I thought as much.” Starscream pointed at Scorpan. “Admit it, Scorpan. You've been going behind your brother's back, rearranging the troops into the most optimal position for leaving them open to Celestia's attacks.”

“What?” Scorpan said. “Brother, I-”

Tirek held his hand out. “There's no use trying to deny it, brother. You have betrayed me. I see that now. There is nothing left for either of us to do but accept it. I have but one question for you. Why, Scorpan? Why?”

“Why?” Scorpan growled. “Because I deserved to be made reagent of our land, not you! Our mother and father made a mistake, putting you in the throne!”

“Scorpan, you know that is not our way. The rules of our people clearly state that the eldest will ascend to the throne.” Tirek said.

Scorpan took in a deep breath. He turned away from his brother and made for the nearest window, attempting to escape.

Starscream wasn't having any of it, interposing himself between Scorpan and the window. “I don't think so.”

Scorpan drew out a sword and charged at Starscream.  Starscream deployed his arm-blade, ready and quite eager to engage Scorpan in a sword fight and put him in his place. Starscream blocked Scorpan's sword, engaging him in a lock.

“I'm curious, Scorpan. Has your agreement with Celestia limited to troop movements, or is there more to it than that?”

“I suppose there's no point in trying to hide it anymore. Celestia has promised me ownership the land if I help her to defeat Tirek.” Scorpan said. “And I intend to own that land!” Scorpan poured his strength into his sword, managing to knock Starscream's blade to the side. He raised his blade up to bring it down over Starscream's head, but Starscream recovered and guarded against the would-be fatal blow. Starscream pushed back, pressing his blade against Scorpan's, mustering up enough force to knock the sword out of Scorpan's hand.

“Grr ...” Scorpan growled and spun around, whipping Starscream in the face with his tail and knocking Starscream onto his back. Scorpan managed to climb out the window and take flight.

Starscream got up and looked out the window. He aimed his arm-cannons at Scorpan and opened fire, shooting blast after blast in an attempt to strike Scorpan and perhaps clip his wings, but Scorpan dodged each shot and got further away, fading into the distance. 

Starscream climbed up the window and searched for Scorpan, his cannons still armed. After a brief survey showed no sign of the bat-winged traitor, Starscream sighed and was forced to accept Scorpan had gotten away.

“Slag it.” Starscream said. “I lost him. I'm sorry, Tirek. I had hoped to arrest him for you.”

“There is nothing to apologize for, my friend.” Tirek said. “Although his betrayal pains me, I must admit I am happy you drove him out of the castle if nothing else. Perhaps with him gone, we'll be able to stand a fighting chance against Celestia's forces.” Tirek clapped his hands. “Now, it is likely my brother is going to go to Celestia and join her full-time. He will tell Celestia of all my strategies, so we will need to revise them and come up with new ones if we are to have a hope of turning the tide.”

“We'll get right on it.” Galvatron said. “Let's start with getting your troops into better positions … there's no telling how many of them Scorpan maneuvered them into being sitting ducks for ambushes, or away from key passages that need to be guarded.”



Celestia was helping her sister Luna get accustomed to the chain of command and the use of Autobot troops when she saw Scorpan flying towards their camp.

“Scorpan.” Celestia greeted him as Scorpan touched down. “What are you doing back so soon? Do you have new information to give me?”

Scorpan shook his head. “No. I'm afraid I can of limited use to you from this point on, my lady. My betrayal and alliance has been revealed to my brother. I cannot rearrange the troop movements for you anymore. However, now that I no home to return to, I am free to give you all the information on his defenses I have.”

“Are you implying you were holding back information before?” Celestia asked.

"No!"

Celestia did appear to believe him. "Scorpan ... it's bad enough you were holding back information before. Do you really want to make it worse for yourself by adding lying to the list? You know I don't appreciate when somepony lies to me. Well, unless they're Twilight, but she and I have a ... special relationship. Simply admit to it now, and I will forgive you. But hurry. This offer, like my patience, fades quickly." She narrowed her eyes.

"Yes." Scorpan admitted, turning his head and grimacing.

"There." Celestia's smile exuded fake motherly charm. "Was that so hard?"

"I was spoon-feeding it to you, just in case things turned sour between us and I became your enemy. After all, if I was to fall out of your favor, I wouldn't want to know you everything about my home, would I? It was merely a back-up plan, I assure you. But that will change, starting now."

"I see. Won't Tirek rearrange his troops that he knows you've been sabotaging him?"

Scorpan laughed. "My brother? No, please. He won't know what to do with the troops."

"Not even with the Decepticons helping him? Or without you whispering falsehoods into his ear? I suspect you underestimate your brother, Scorpan."

Scorpan rubbed at his chin. “Er ...”

“Never mind that.” Celestia said. “I desire a concrete gain in this fight. Where are Tirek's defenses likely to be weakest as of this moment?”

“Somewhere around the prairies, in that direction.” Scorpan pointed to the southeast. “Even if my brother has the sense to call back his troops, it will be some time before reinforcements arrive to that area.”

Celestia nodded. “We will strike there at once. Luna, are you ready?”

Luna looked to the ground with uncertainty in her eyes, but she met her sister's gaze and nodded. “I am, sister.”

“Good. Take some Autobots and Twilight Sparkle with you, as well as … Rarity, Spike, and Pinkie Pie. Rarity is an excellent brawler, Spike is a capable tactician, and I imagine Pinkie Pie must be itching for her turn to contribute.”

Luna nodded to show she understood her sister. 

After assembling her squadron, Luna led the march towards the prairie Scorpan had pointed them towards, her hooves beating on the ground in trained, military rhythm.

Once they had arrived, Luna was … off-put to see a wall made of enormous colored crystals rising from the ground, preventing them from going any further. 

“Hmm. Scorpan said there would be minimal resistance here ...” Luna said. “Did he lie to us?”

“Servants of Celestia ...”

Luna and Twilight looked up to see Sombra climbing up to the top of a crystal spire. His crystal creatures joined him, appearing on the edges of other crystal.

“Leave at once.” Sombra said. “This place is under my protection, and I have no quarrel with you.” 

Luna and Twilight squinted at him.

“Perhaps not, but we have a quarrel with you.” Luna spread her wings and rose up the sky. “And that is that you are in our way!”

Luna fired a magical lightning bolt from her horn. It struck the crystal upon which Sombra stood, shattering into pieces and sending Sombra hurtling towards the ground. Sombra flailed around for a moment before taking a moment to calm down, using his magic to summon another crystal spire to replace the one Luna destroyed, providing him with a platform to stand on.

“Attack!” Sombra ordered his troops, pointing his hoof at Luna.

The crystal creatures reared up and whinnied, climbing over the wall and stampeding towards their enemies. The Autobots opened fire. A few shots hit the crystal creatures directly, knocking them over to their side and stunning them. 

The Royal Guard neighed and charged, running up to the crystal creatures and engaging them in physical combat. This was a strategic error, as Sombra's troops used the power Sombra had given them to raise crystals and diamonds from the earth, entrapping the Guards by encasing their bodies in crystal, allowing Sombra's troops to disregard and keep pushing forward. 

“Charge!” Spike shouted, waving a lance and mounted upon the back of a Guard. The Guard neighed and rushed forward. Spike pointed the lance right at a Crystal Creature, meaning to spear right her right in her heart.

The Creature waved her hoof, summoning a cluster of rubies which crawled up the Guard's hooves to his body, trapping him in place and covering Spike's feet, trapping Spike with him.

“Well.” Spike put his lance down. “Perhaps I should have seen that coming.” He watched as the Crystal ran past him. 

Rarity was doing better than Spike was, strong enough to go toe-to-toe (or hoof-to-hoof) with the Crystals and punch her way out of any crystal prisons they tried to trap her in. One Crystal Pony came up on her right side, rearing its hooves up at her. Rarity slammed her hoof into his face, which wouldn't have accomplished much if weren't for the fact they were fighting on a slope. Rarity's punch knocked him down and send him rolling away. 

“Haha! I don't know what everypony's talkin' about. This sure is easy!” Rarity laughed as she grappled with another Crystal.

Twilight Sparkle and Luna used their magic to blast away the Crystals who approached them. They were both beginning to break sweat, as the Crystals seemed to keep coming as if they were an infinite supply of them.

“As much as I love to inflict physical harm, we can't keep this up forever, Princess Luna!” Twilight Sparkle shouted. “Eyah!” Twilight ducked as a Crystal swiped at her. She carefully aimed her horn at him and fired, shooting a laser bolt into his chin and knocking him out.

“I'm aware!” Luna said, flying up to avoid the hooves of the Crystals as they tried to grab her. Their upturned hooves grabbing at the air, reminded Twilight Sparkle of mindless zombies clamoring for their prey.

“LEAVE!” Sombra shouted, his horn glowing with blue and white kirby dots. He fired a beam which traveled across the landscape, raising pillars of crystal and ice everywhere it went, until it reached the position of Princess Luna's forces. 

Luna grimaced. Sombra scowled and focused his horn, using his magic to will the sculptures of crystals and ice up higher and higher, making them curve inwards as they got closer to Luna, like the nails of a predator's claws coming together to crush the neck and the life out of an unfortunate rabbit.

Luna's eyes darted back and forth between the Crystals and Sombra's attack. The Crystals were following their leader's example, summoning spires of ruby, amethyst, and garnet to rise up and impale Luna. Luna panicked, thinking she had lost and worrying what Celestia was going to do her when she found. Likely punish her for her failure.

But Luna realized something. Sombra hadn't cornered her. He had given her an opportunity.

Her lips turning upward in a psychotic smile as she showed her teeth, Luna generated a huge black sphere of energy onto her horn. Luna hurled the magic-charged sphere into a crystal spire, where it dispersed, splattering against the crystal and releasing its energy in the form of a lightning bolt, which tore through the Crystals' ranks, slamming through them and bouncing off the crystal spires, a chain lightning which reflected off each surface it touched, destroying crystal spire and tossing aside Crystal alike until it reached Sombra's platform, shattering it once again.

Sombra attempted to summon another spire for him to stand on, but Luna fired another lightning bolt and destroyed before it was halfway out of the ground. 

By now, Sombra was starting re-evaluate his chances of winning this battle. He looked up and saw Luna cackling madly, indiscriminately throwing down lightning bolts onto the battlefield with the intent to electrocute, if not obliterate his men.

“Fall back!” Sombra ordered, gesturing with his hoof. “I'll cover you!” His troops did as told, galloping back over the wall. As Luna pursued them, firing lightning at them even though they were retreated, Sombra fired a spell at her which Luna dodged. But it gave Sombra and the last of Crystals time to get over the wall and gallop away.

Luna wore a broad grin as she charged up a spell, shooting out a massive lightning strike and sweeping it across Sombra's wall, obliterating the wall and smashing into thousands of pieces and shards. 

Sombra stopped and looked over his shoulder at the destruction. The ground trembled and smoke rose up from the wall as Luna destroyed it, tearing it apart. 

As the wall came down … as the wall was shattered into pieces … so too were Sombra's hopes.



A pig-man came into Tirek's throne room. Tirek noticed he was somewhat antsy and nervous.

“What is it?” Tirek asked him.

“More news from the battlefield, sir.” The pig-man said. “It's a message from Sombra. They … they've lost the prairie.”

Tirek slammed his fist on the arm of his throne. “Blast!” Tirek sighed, clasping his hands on the side of his head as he slouched over. 

Galvatron looked to Tirek. “What's the matter, Tirek? It is a victory for Celestia, but it is a small one.”

Tirek shook his head. “You don't understand. Everything else before this was just skirmishes. Now Celestia has gained a foothold into my territory.” Tirek rubbed his temples. “Ooh, she's going to win. She's going to win the war and kill all of us, if she doesn't put us in chains and keep us alive as pets.”

“Calm down, Prince Tirek.” Galvatron said. “Celestia will not conquer your lands so long as there is a pulse in my Ember. We will protect your lands from her conquest, or we will die trying.”

Tirek gave a weak smiled, comforted, however slight a comfort it may have been.

“Actually …” The pig-man raised a finger. “Could we skip that part? The part where we die trying? I would much rather live. I have a family, you know.”

“Then I suggest you come up with a way for us to win!” Galvatron barked at him, though in good humor. He, Tirek, and the pig-man shared a laugh before the pig-man left the room to resume his duties.



Luna descended from the sky, joining up with Twilight Sparkle on the ground as they went to deliver the good news to Celestia.

“Good news, sister!” Luna said while Celestia was busy ordering troops to carry materials around.

“What is it?” Celestia turned to them.

“Twilight Sparkle and I have driven out Tirek's allies. We have secured the prairie for you.” Luna wrapped a wing around Twilight Sparkle and pulled her close. The two of them bumped hooves together in celebration of their victory.

Celestia's face went blank as she took a moment to process what this meant. She held a hoof in front of her face as she laughed. “Oh ho ho ho! This is perfect! This is wonderful. This … is an opportunity we cannot afford to let pass. TROOPS!” Celestia shouted. “We have gained a foothold into Tirek's domain! We must leverage our advantage at once. Prepare yourselves. We will be making a massive push forward, deep into the heart of enemy territory!”

Autobots and Royal Guard alike raised their arms and cheered for the coming battle and conquest.



Galvatron rested his back on the wall, crossing his arms as he looked out the window. Despite the pleasant face he kept up and what he told Tirek, he knew they were losing. They needed to find something to turn the tide, and they needed to find it fast before Celestia overwhelmed.

Blitzwing entered the room, putting his hand on the door frame. “Galvatron, sir?”

“What is it, Blitzwing?”

“We've received a message for you. A message using a Cybertronian method, I should add.” Blitzwing said.

“What it's say?”

“It's a request for a meet-up and some coordinates. They think they have information you want.”

“Does it say who the message is from?”

“No, sir.”

“Hmm.” Galvatron frowned. “Get Starscream and form a team. We're going to investigate this, but I don't want to take any chances.”

“Understood, sir.”



Galvatron, Starscream, Blitzwing, and a few others went to the coordinates given in the message. Each of them kept their blasters up, ready to pump someone full of holes at the first sign of trouble.

“Come out, Twilight Sparkle!” Galvatron called. “You may have got me to come alone with one fake message once, but the same trick won't work again! Fool me once, shame on you, fool me twice, shame on me! So you may as well come out so we can get this over with.”

“Twilight Sparkle? Heh. As if I would be caught dead hanging out anywhere near that leech.”

A tree rustled close to their position. Starscream and the others turned their weapons in the direction of said tree. Goldbug came out from under the tree, clutching his side and walking with an obvious limp.

“Goldbug.” Galvatron said. “After Twilight Sparkle told me she had spliced your Ember, I thought … I had assumed you were dead.”

“After what she did, I might as well have been! But I lived, didn't I? Or I wouldn't be in front of you here and now, would I?”

“I suppose not.” Galvatron said. “What do you want?”

“What you I want?”

Goldbug pulled out his blaster and raised it up. Starscream moved to shoot at him, but Galvatron held his arm out in front of Starscream.

Goldbug raised his gun up and threw it to the ground. He punted the gun towards Galvatron, but his kick was so weak it only sent the gun a few meters in front of him. “Eh ...” Grunting, Goldbug picked his gun back up, walked over to Galvatron, and dropped the gun at Galvatron's feet.

Galvatron stared at the gun before looking back up at Goldbug.

“I want to talk.” Goldbug raised his fingers. “I got information, see? Information that I know you and your Decepticons and Tirek have just been dreaming about having. I took a look at her drawn-up battle plans before leaving, see?”

“What kind of information?”

“Information about Celestia's movements. Where she's going to attack next. Her strategy for how she's going to attack. Her troop movements. Her back-up strategies. What troops she's dividing into what regiment. And I'd be happy to give it to you.”

“You would? Why? Why would you of all people want to betray Optimus Prime and Twilight Sparkle?”

“Because of what they did to me!” Goldbug screamed. “Twilight Sparkle … mutilated me! She tore out pieces of me for her little science project! After Optimus Prime came back, I went to him to complain. I figured hey, he's Optimus! He'll understand, right? So you can imagine my disappointment when he completely blows me off! I used to be one of his most trustworthy and important spies, but I'm just not as important to him as Twilight Sparkle. Twilight … Twilight Sparkle has Optimus wrapped around her little – well, she doesn't have fingers, but you get the idea. I'm sick of the way they're treating me! I'm not disposable. I have rights, you know! I want payback. I want revenge. I want – I want the pieces of me that are in the Aerialbots taken out and put back into me!”

“I see.” Galvatron said.  He cupped his chin, thinking. He stepped forward. 

“Goldbug … if your intel helps us to defeat Queen Celestia and Optimus Prime ...”

“Which it will!”

“What would you say to being made Supreme Leader of the Autobots in exchange?”

The other Decepticons were baffled.

“Galvatron ...” Starscream said. “Surely you're not serious?”

“Quiet, Starscream.” Galvatron motioned for Starscream to be silent.

Goldbug turned away from Galvatron to think about it. He cupped his chin. “Hmm. Supreme Commander Goldbug of the Autobots … yeah. Yeah, I like the sound of that!” Goldbug turned his head to Galvatron. “What do you need me to do?”

“Well, first, we need to have your intel check out … and second, we need you to agree to have a microscopic bomb put in your neck powerful to wipe out an Autobot battalion so we have a way of keeping a leash on you in case you get out of hand.”

Goldbug thought about this for a minute before nodding.

“Well, yeah. Naturally. That's only fair, considering what the Autobots are like.”

“So … you provide us with information that will let us defeat Celestia and Optimus, we install you as leader of the Autobots in Optimus Prime's place.” Galvatron offered Goldbug his hand. “Do we have a deal?”

Goldbug took Galvatron's hand without hesitating. “Deal.”

“Now, Goldbug, about that intel ...”

“Of course. After all, I'm an Autobot of my word. Here's what you need to know right away...” 



With Goldbug's intelligence report, Galvatron organized some Decepticons, Chrysalis, and her Changelings into a team and positioned themselves at the bottom of a a shallow chasm. A rickety rope bridge, strong enough to hold up Tirek's citizens, connected one side to the other, and it was the crux of their strategy. The strength which let hold Tirek's citizens also made it strong enough to hold a few Autobots, and it would be an easy way to get a significant force further into Tirek's land if it were unguarded, so the Autobots would be trying to cross it at any minute now.

The Decepticons and Changelings hid themselves under camouflage, using piles of twigs and sheets colored to match the surrounding stone to hide in plain sight. Two teams were set up, one for the right side of the bridge, one for the left. 

The Changelings buzzed with excitement, flapping their wings and chattering with their teeth.

“Chrysalis, I understand your Changelings are excited, but can't you get them to control themselves?” Galvatron asked, peeking his head out from his cover. 

Chrysalis smiled apologetically. “Sorry.” 

“Remember, men. Hold your fire til you see the whites of their eyes!” Galvatron pointed at his optic to demonstrate.

“Oh! Here they come.” Soundwave noticed. “Quiet, dudes!”

Rodimus led the attacking squadron. It was only fitting an Autobot of his rank and ambition should lead an important charge such as this, the one which would guarantee the Autobots and Celestia victory. As soon they crossed the bridge, victory was as good as theirs.

Rodimus and others pulled up the bridge in vehicle mode, stopping and letting their Royal Guard passengers out before transforming and walking onto the bridge.

“Is this all there is?” Rodimus asked as he took his first step on the bridge, being careful to balance himself and not fall over. “Pathetic I mean, I wasn't expecting anything too fancy, but youse would think Tirek would assign someone to guard this place. Come on, youse!” Rodimus gestured for his troops to follow. 

Little did Rodimus know what Galvatron had in store for his team. 

“All right.” Galvatron whispered. “Right flank, fire!” 

The Decepticons and the Changelings on the right side of the bridge aimed at the Autobots and fired a small volley of laser blasts.

“What?” Rodimus grabbed onto the bridge's rope for support as he and the Autobots came under fire.

“We're being shot at!” An Autobot exclaimed.

Rodimus shook his fist at him. “I can see that, you piston-head! Return fire!” He pulled out his gun and fired at the direction the blasts were coming from.

“Left flank, open fire.” Galvatron gave the order. Their strategy was brilliant. Distract the Autobots' attention with a small volley from one side, and while they were distracted attempting to counterattack, the other side would rain fire down on them while their backs were turned.

The team on the left side of the chasm opened fire on the Autobots, scoring a direct hit into one unfortunate Autobot's back and knocking him down with smoke coming from his backside. Unlike the right flank, they didn't hold back, shooting at the Autobots with everything they had to offer.

“What is goin' on!?” Rodimus exclaimed as he led the troops to turn around and shoot back at the left flank. The moment they turned around, the right flank opened fire again, this time not holding anything back. The bridge was soon bathed in a flurry of yellow, green, and pink lights as the Decepticons and the Changelings unleashed a hailstorm of bullets and lasers on them.

“If I may make a suggestion, sir?” An Autobot officer said. “We appeared to be surrounded, outmaneuvered, and outgunned! We should consider retreating!”

“Suggestion noted … and heeded! Let's get out of here!” Rodimus transformed into car mode and drove off the bridge, his wheels squealing as he turned around and drove out away from the firefight as fast he could, leaving his Royal Guard allies behind and leaving them to fend for themselves. The other Autobots did the same, though a few of them remembered to pick up the Guards on their way out. It was a sight for the sore eyes of Galvatron's troops to see a mass of fleeing, speeding Autobot cars and galloping Royal Guards escaped from the bridge, returning to their forward base, their charge thwarted and their mission a failure.

The Decepticons and Changelings celebrated their victory, raising their arms up in joy and exchanging high-fives.

“Yeah!”

“All right” 

“We did it!”

Galvatron emerged from his cover, shedding the sheet he used to blend in with the stone floor of the chasm. He almost couldn't believe the ambush had gone as flawlessly as it did. A smile crept onto his face. “We did, didn't we?”



Celestia was organizing her troops when Rodimus and his team limped into the forward base, clutching their shoulders and wincing from the holes blown into them.

“Ah, Rodimus.” Celestia turned to him. “Back so soon? I take it your mission was a success …” Celestia saw the wounds Rodimus and the Autobots had and her smiled dimmed. “Is what I would say, had I not noticed the holes you seemed to be covered in.”

“Yeah.” Rodimus said. “We, uh, well … we gave the Decepticons a good fight, all right. Brought a few of them down, and we managed to make it across the bridge and ...” Rodimus fell silent.

“And?” Celestia demanded, her expression showing frustration.

“Don't believe him, Your Majesty. He's making the whole thing up to make himself look better.” The Autobot officer said.

“So what really happened?” Celestia said.

“We got the bridge and ... the Decepticons ambushed us. They totally crushed us, ripped us a new one. Or several new ones, as you can see.” He gestured to the hole in his shoulder.  “It was embarrassing, really.”

Celestia's eye twitched. “Are you telling me, that after Scorpan guaranteed we would be able to win the war as long as we took control of that bridge, you went out on this crucial mission and … failed?”

“It would appear I have underestimated my brother's ability to adapt to changing situations.” Scorpan admitted.

The Autobot officer hesitated before answering. “Yes.”

Celestia shook with rage. She stiffened her posture and stared off into the distance. For victory to be so close to her, at least according to Scorpan, only for itto be snatched away with one simple enemy maneuver upset her to no end. She closed her eyes and placed a hoof over her head, taking in a deep breath so she could stop and think. After she had thought long enough, she placed her hoof firmly on the ground.

“Send everyone. Send everything. I want us to throw everything we have at them.” Celestia ordered.

“C-Celestia?” Twilight asked, her concern for Celestia showing in the way she didn't address Celestia by her title or as “Her Majesty.” She hoped Celestia would notice the omission and it would shock Celestia back into her senses.  “Are you sure about this?”

Celestia snapped towards Twilight, giving her a hateful glare. “Are you questioning my orders, Twilight Sparkle?”

“Well, uh … y-yes, I am.” Twilight said. 

“What Twilight Sparkle means, is ...” Rainbow Dash said, quickly interposing herself between Twilight and Celestia. “Is that you're angry. I get that. She just thinks – and so do I – that you might be overlooking a better strategy than blindly sending all of our forces in at once because of your emotional state!”

Celestia slapped Twilight Sparkle and Rainbow Dash across the cheek in one motion, leaving a bruise on both. “DO AS I SAY”

"Yes, ma'am." Twilight Sparkle said, rubbing her bruised cheek.

"It won't happy again, ma'am." Rainbow Dash said, doing the same as Twilight.

Celestia herself seemed surprised by her outburst. She smiled and chuckled. "Come here, my servants." She reached out her wings, wrapping her feathers around both of them, and pulled them towards her. "I just lost my temper for a moment. Can you forgive me?" She gave Twilight and Rainbow Dash each an apologetic nuzzle.

Twilight looked away, blushing. Rainbow Dash bit her lip. Celestia continued to nuzzle them, convincing them to accept her apology. They both nodded, giving awkward smiles.

Rodimus shrugged. “Well, boys, you heard the lady. Back into the fray we go!”



The Decepticons stood at the ready, fortifying the area around the bridge and laying down cover.

Bltzwing put his hand over his head to focus his vision as he noticed the rumbling sounds of marching. “We got company.”

Queen Celestia was marching towards them, with every troop she had at her disposal with her. Optimus Prime and Twilight Sparkle walked side-by-side with her, Superion lumbered near the front of her ranks, every Autobot and Royal Guardsmen was present, and two enormous, winged black dragons marched with them. Not tiny little reptilian servants like Spike, but gargantuan, breathing dragons like the creatures of myth. 

“Looks like she brought the whole party.” Blitzwing observed.

“Dragons? Where did she get dragons?” Cliffjumper asked.

“Probably enslaved or made a deal with them some time ago.” Sombra said.

“Never mind that now.” Galvatron said. “Send a message to Tirek. Tell him to bring the rest of our forces here at once.” A Decepticon nodded and left, transforming into a flight-enable mode and flying towards Tirek's castle. 

Galvatron turned to look at Celestia's marching army. He made notes in his head of how Celestia had arranged her troops, who she had put in the front and who she had guarding the rear. 

“Shouldn't we destroy the bridge?” Side Swipe asked. “After all, it's the main way of getting from one side to the other.”

“The bridge isn't going to matter once the fighting starts and the chasm fills up with corpses Celestia can just walk over.” Galvatron said.

Tirek soon arrived, leading a force of pig-men and saurian monsters onto their side of the chasm. “My apologies that I am I late.”

“Prince Tirek. Glad you could join us. You're just in the nick of time.” Galvatron gestured to Celestia's army. “Please excuse me. I'd like to address the troops.” Tirek nodded and Galvatron moved to where he could be easily seen. 

“Decepticons!” Galvatron shouted. “Whatever happens today, know that one way or another, this will be our final battle in this short-lived war. There is no way either of us could recover from sending all of our troops in at once, but that's exactly what Celestia is going to do, and it's what we're going to do.” The Decepticons cheered and applauded.

“Whatever the outcome, this will be our final battle in this war.” Celestia told her troops. “Do not fail me.” The Royal Guard nodded collectively.

“This will be our last fight.” Galvatron continued. “Not just with Celestia, but with the Autobots as well. Everything we've been fighting for since our war started on Cybertron depends on this. All our hopes … are resting on the outcome of this battle. We may have taken a few unexpected turns along the way, but everything we've fought for, everything we've done, has been leading up to this. This will be our last chance to win the war and free the universe of Autobot tyranny. So no slacking! I want you to GIVE – IT – YOUR – ALL! DO YOU UNDERSTAND ME!?”

“SIR, YES, SIR!” The Decepticons saluted. 

“All right.” Galvatron turned around to the bridge. He raised his hand up. “On my signal ...”

Celestia's troops stopped moving, taking a moment to size up the opposition and considering the consequences of what they were about to do. The Autobots made the same notes of positions and formations on Galvatron's forces as Galvatron had took on their eyes. Celestia's eyes fell on Galvatron, squinting at him with all her hate and loathing.

Galvatron moved his hand forward.

“AUTOBOTS, ATTACK!”

“DECEPTICONS, CHARRRRRRGE!”

Celestia reared up and whinnied, flying into the air. The Autobots broke formation, charging towards the chasm like the barbarian horde they were inside. The Decepticons and Changelings used their powers of flight to their advantage, picking up troops and airlifting them over to the other side of the chasm, the side where the Autobots awaited.

“Do what you must, but I will deal with my treacherous brother!” Tirek announced. He reared up and broke into a gallop, jumping over the chasm in a single bound, all under his own power. The Stunticons crossed the bridge and combined into Menasor, who made Superion his first priority, clashing with his enemy once more. The ground trembled as the rival titans clashed for what would be the last time, each combiner determined to see to it the other fell.

“Galvatroooon!” Optimus Prime roared, pointing his sword at Galvatron.

“You want me? I'm right here!” Galvatron roared back, the copter blades on his arm spinning as Galvatron's systems accelerated. If Cybertronians had their own equivalent to adrenaline, Galvatron was producing it at all-time high.

Optimus Prime transformed into a long-nose cab and accelerated towards Galvatron, smashing into his front legs and tripping him over, causing Galvatron to fall onto of Optimus Prime's truck roof. Galvatron braced himself, digging his fingers into Optimus' car doors and holding on for dear life as Optimus swerved and spun around wildly, looking for something hard and sturdy to ram Galvatron into.

Queen Luna flew up over Starscream, Chrysalis, and Sombra, her horn crackling with electricity. “In the name of my sister, and for the good of Equestria, I will punish you!”

Starscrem grit his teeth and deployed his integrated blade.

Chrysalis put a hoof on Starscream's leg. “Go. We can handle ourselves. Your help is more needed elsewhere.” 

Before Starscream could ask if Chrysalis was sure about her decision, Chrysalis flew up into the air and met Luna, charging towards Luna and locking their horns together, magical sparks flying off their horns. Sombra went to provide Chrysalis with backup, raising crystals from the ground to use as platforms, slinging spells at Luna while Luna pushed Chrysalis off and fired spells at her. Chrysalis returned fire, shooting a laser beam at Luna and engaging her in a firefight.

Starscream, seeing the two of them in good shape against Luna, looked around for a trouble spot. He rendevoused with Shockwave and Soundwave, keeping an eye for any opportunities.

“What about you two?” Starscream asked, joining Shockwave in shooting down an Autobot. “Have you seen any good openings we can take advantage of?”

“Urk. None so far.” Shockwave grunted as he came under attack from a winged Royal Guard, who he brought his fist down on, sending the pegasus into the ground.

Starscream continued to scan the battlefield, though trying to keep track of every movement as Autobot battled Decepticon and Guardsmen struggled to bring down Tirek's monsters with unicorn fire proved difficult. Tirek's troops were more than capable of handling the ponies under Celestia's command, but the Autobots were a more equal challenge, being similar in size, weight, and possessing superior firepower in the forms of their lasers. Thankfully, other Decepticons came to their aid.

“Wait. What's that?” Starscream wondered, seeing Twilight Sparkle and her friends break off from the fighting to watch as Optimus Prime taking Galvatron on a wild ride.

“Okay, girls!” The gem on Twilight Sparkle's crown glowed with dark energy. “You know who your target is! Let's show Galvatron what the Elements of Harmony can do!”

“The Elements of Harmony?” Soundwave yelled. “Oh man, what we can do?”

Starscream watched and observed as Twilight's and her friends' Elements hummed and pulsed, charging up energy. Starscream made the effortless deduction the Elements of Harmony needed to charge and power up before they could be used.

“Well, we can stand around here doing nothing and letting them charge up their magical artifacts, or we could do something about it. Soundwave, hit them with your loudest rock song!”

“You got it!” Soundwave spread his arms. Golden waves of energy emitted from Soundwave's body as he turned his volume up to eleven, weaponnizing his good vibrations in the form of a sonic attack. 

“Agh!” Twilight Sparkle and her friends covered their ears to shield themselves from Soundwave's sound-based assault, which hurt them enough Twilight and Pinkie suspected their ears would begin to bleed any second, if the sonic-induced migraine didn't do them in first.

“Shockwave, fire on them. See if you can split them up.”

“With pleasure.” Shockwave took careful aim.

“Make this shot count, Shockwave.”

“Don't I always?” Shockwave fired into the center of Twilight's group of friends. His blast created a miniature explosion with a blast wave strong to blow the girls away, scattering them and knocking them away a good two yards from each other.

“I once said that if I ever got the chance, I would kill Fluttershy first.” Starscream readied his armblade. He transformed into jet mode, using the additional speed it gave him to fly towards the girls as fast he could before they could recover, and transformed back into robot mode. 

“I keep my promises, Fluttershy!” 

Starscream raised his blade up into the air and brought it down, swinging it and slashing Fluttershy across the chest. A splash of blood spurted from her chest, coating Starscream's blade. Twilight Sparkle reached a hoof for her friend in distress. Fluttershy's face was one of utter shock and confusion. She didn't think Starscream was capable of this kind of cold, callous action.

“I'll take this.” Starscream snatched the Element necklace Fluttershy was wearing, ripping it from her neck as she fell to her side, her chest leaking blood onto the grass.

Starscream held the Element up for inspection. “Now, to get you somewhere safe ...” Starscream transformed into jet mode and sped through the sky in search of a place to throw the Element away.

“He's got Fluttershy's Element!” Twilight pointed at Starscream as he fled the scene. She looked over her shoulder at Fluttershy. She grimaced in concern. She needed to chase Starscream and retrieve Fluttershy's Element, but she couldn't abandon Fluttershy while she was bleeding on the ground.

Pinkie Pie went up to Fluttershy, placing a comforting hoof on her neck. “She'll be fine. I'll take care of her. You girls go after Starscream.”

Twilight Sparkle nodded. She, Applejack, Rarity, and Rainbow Dash broke into gallops, pursuing Starscream. 

Pinkie Pie ran her hoof over Fluttershy's neck. “You hear me, Fluttershy? You're gonna be fine. I'm a doctor. I'll take care of you.” Pinkie Pie pulled out a medical kit and went to work, first pulling out her stehtoscope, then some cotton balls. Those would help with the bleeding.

“I didn't ...” Fluttershy coughed, blood dripping out the side of her mouth. “Starscream … I didn't think he had it in him.”

“There, there.” Pinkie Pie placed a cotton ball onto Fluttershy's chest to soak up the blood and perhaps stop the bleeding. “You're gonna be all right.” Acting as a doctor, Pinkie Pie was trained to and tried not to let her worry show, but it was written all over her face.



The battle raged around him, but the sound of booming laser cannons and humming magical beams did not distract Scorpan when he saw his brother step forward and stand in front of him, determination in his form. Scorpan's eyes widened.

“Tirek.”

“Scorpan.”

“I suppose talking about this is out of the question.” Scorpan said. 

“You've talked to me much over the years, brother … and I am tired of listening.” Tirek said.

“I see. Brother, could I at least convince you go easy on me?” Scorpan shrugged, smiling disarmingly. “After all, we are brothers and I ... do not have my sword.”

Tirek reached behind him and produced Scorpan's sword, holding it up for Scorpan to see. Tirek tossed to the ground, the blade going into the dirt and standing the sword up.

Scorpan hesitated before wrapping his fingers around the sword's handle and pulling it free. He twirled the sword, making sure it felt the same as before, before adopting a fighting stance, his sword raised and pointed at Tirek.

“Brother … spare me. I was only trying to do what was best for our people. I thought you lacked the ability to make decisions and stand by them. I see now that I was wrong.”

“You know, Scorpan … since your flight from our castle, my castle, I've been doing a lot of thinking.” Tirek said. “I've come to realize something. when you told Galvatron he couldn't recruit Nightmare Moon, you weren't concerned for his safety. You wanted to keep us from getting an ally who could fight Celestia. And for as long as Celestia has been attempting to take over my  lands … all the times you insisted on something I thought was odd, like testing vistors before they could see me … you must have been planning this treachery for a long time.”

Scorpan scowled as he realized there was no way for him to talk his way out of this. He raised up his sword and yelled. 

Tirek, without a word, used his magic and blasted him. Two blue lines appeared emitted from the tips of Tirek's horns, meeting in the empty space between the horns and forming a sphere, which grew in size before Tirek unleashed his magic, firing a blast of blue fire which blasted Scorpan away and sent him flying. Scorpan landed on his back, the blast making him drop his sword out of reach. 

Scorpan gasped, looking to his sword from the side. He rolled over and reached to pick his sword up.

Tirek snorted. He scraped his front hoof before charging at his brother, raising a hoof and stomping on Scorpan's wrist. Tirek stared at his brother with  visible contempt as clear as clean water in his features, his eyes, his mouth, and his eyebrows. 

While Scorpan shivered in fear, Tirek charged up another spell from his horns.

“Brother, wait!” Scorpan held out his free hand. “Before you execute me, there's something you should know ...”

“Oh? And what's that?”

“Queen Celestia … she has the Rainbow of Darkness.”

This was cause enough for Tirek to halt in his tracks. He dispelled the magic charging up between his horns. “What? The Rainbow of Darkness? Our family heirloom? The counterpart to the Rainbow of Light, missing for years, if not centuries … Celestia has it? How? Did you give it to her?” Tirek applied pressure to his hoof on Scorpan's wrist.

Scorpan shook his head. “No. She found it. At least, that is what she told me when I asked ...”

Tirek chewed on his knuckles, wondering what to do. He wasn't sure it was a good idea to leave Scorpan … but he needed to tell Galvatron this news at once.
Lifting his hoof off Scorpan's wrist, Tirek brought his hooves down on Scorpan's sword, shattering the blade into pieces.  Tirek turned to his brother, reared up his hooves, and kicked Scorpan in the head, hitting him hard enough to knock him out, but not kill him.

“Don't go anywhere.” Tirek instructed his brother. He galloped off to warn Galvatron, his tail swinging back and forth in concern.



Galvatron's legs swung to the side as Optimus Prime made another turn.

“All right. I think I've had just about enough of this!” Galvatron decided. He climbed onto Optimus' roof, stretched his legs out, and swung himself around, landing his knees onto Optimus' truck bed. Galvatron pulled out his sword. Holding up the sword with the blade end pointed down, Galvatron stuck the blade between Optimus' wheels, jamming them up.

Optimus Prime began to swerve out of control. With his wheels making him drift to one side, Optimus Prime pulled forward and hit his brakes, bringing himself to a complete and sudden stop. Galvatron was still carrying moment, which carried him and flung him off Optimus. Galvatron landed on his feet, digging his heels into the dirt as he was pushed forward, creating two lines in the ground.

Optimus Prime transformed into robot mode and pulled out his sword. “Let's finish this, Galvatron.”

“I couldn't have said it better myself. Let's.” Galvatron twirled his blade, demonstrating impressive control over his sword.

Cliffjumper and Side Swipe pulled up to the scene onto the scene into their vehicle modes, transforming into robots once they were in visual range of Optimus. 

“Side Swipe? Cliffjumper? What are you doing here?”

“We thought you could use a hand.” Side Swipe said. Side Swipe and Cliffjumper drew up their blasters and fired on Optimus, pelleting him with energy blasts.

“Raaa!” Optimus Prime shrugged off their fire and charged at Galvatron, raising his blade up high and making it an effort to bring it down on Galvatron's head. Galvatron blocked the blow with his sword. Optimus forced his sword into Galvatron's, attempting to break through Galvatron's guard.

“We're not doing much.” Cliffjumper saw what little effect his fire and stopped wasting his ammuntion. “Hey, Side Swipe? You think we can still use our Cyber Keys now that the Cyber Planet Key is in Galvatron?”

“It's worth a try. Let's find out.” 

Cliffjumper and Side Swipe reached their hands out toward Galvatron, attempting to call upon the power of the Cyber Planet Key which lay within his chest.

Galvatron grunted and kicked Optimus Prime in the gut, knocking him off, if only for a brief moment. Galvatron looked down saw a pink glow emitting from his chest.

Optimus Prime didn't know what the glow was, but he knew he wanted to stop it. He raised his blade and charged at Galvatron again, though too late to prevent two lights from shooting out of Galvatron's chest and entering into Side Swipe and Cliffjumper's chests. As Galvatron and Optimus locked blades again, Cliffjumper and Side Swipe felt the power of their Cyber Keys flow through their bodies.

“Yeah!” Cliffjumper relished the feeling as a turret formed from his back, and rocket launchers appeared on Side Swipe's shoulders. They fired on Optimus Prime with their Cyber Key-powered weapons, Cliffjumper's turret pumping lead into Optimus' side, and Side Swipe's rocket blasting Optimus Prime away from Galvatron, throwing him face-first on the ground.

“Grr ...” Optimus growled at Cliffjumper continuing to shoot at him. He stood up and lumbered his way towards Cliffjumper, muscling his way through the fire – the bullets were only causing him to stagger.

Seeing Optimus Prime get closer, Cliffjumper continued to fire the turret at him for all the good it would do. Once close enough, Optimus Prime grabbed Cliffjumper by the head and lifted him off the ground before turning and hurling him into Side Swipe, flinging Cliffjumper and Side Swipe away. The two of them tumbled to the ground, and the impact of Cliffjumper's body being flung into him shattered Side Swipe's optic. 

“Get off.” Side Swipe told Cliffjumper, lifting him up and pushing him to the side. “That's it, there you go … I'll help you up.”

Galvatron watched the show of camaraderie between the two with concern as Side Swipe got to his feet and helped Cliffjumper. Galvatron's optics widened when, from the corner of his optic, he saw Optimus Prime charging at him. He was able to raise his sword to block Optimus' blade in the nick of time to deflect Optimus' attack.

“Distracted watching your troops, Galvatron? You should keep your eyes on your opponent. That's always been your weakness. Your compassion. It distracts you. If you would just let go and focus on the important things, maybe you would have won this war by now!”

“Ah, but my compassion gets me something you don't have; friends. Whereas you have minions that serve you out of fear who would turn on you in an second if they thought could get away with it, my friends will stay with me through thick and thin, all the way to the end. Besides that, this “weakness,” as you claim, is also ... what drives me ... to defeat the likes … of you!” Galvatron poured his strength into his sword, pushing Optimus Prime's sword and making the Autobot leader stumble. Seizing his advantage, Galvatron drove fist into Optimus Prime's chin, cracking Optimus' faceplate and helmet.

Optimus Prime raised his sword again and brought it down on Galvatron. Galvatron used his sword and  batted Optimus' sword away, leaving Optimus Prime undefended and open to attack. Galvatron thrust his sword forward, stabbing Optimus Prime in the chest. 

“Gah!” Optimus Prime jumped backward, the sword leaving his chest. Infuriated at being wounded, Optimus decided to quit trying to beat Galvatron in swordplay and take the easy way to victory. He drew his blaster with his other hand and aimed at Galvatron's chest.

Galvatron was quicker on the draw, however. He raised Rumbler up and blasted Optimus Prime's gun, destroying it and turning it into a smoking pile of parts. 

Optimus Prime growled, his hands shaking in frustration. He tossed the exploded gun to the ground and made ready to charge at Galvatron again.

Galvatron raised his hand, drawing on the power of the Key and firing pink lasers from fingertips. The blasts struck Optimus Prime and pushed him back. 

Optimus fell on to one knee, using his sword to support himself. He recovered and ran at Galvatron, madly swinging his sword around without any finesse or grace to his maneuvers.

Galvatron countered Optimus Prime's crazy tactics with a calm and measured response. Activating engines in his systems, Galvatron lifted off the ground and flew up into the sky, levitating high above Optimus Prime on the lowly ground. Galvatron crossed his arms and smirked, confident he now had the advantage. 

“You think that flying will save you? Think again!” Optimus Prime readied his sword as fire began to burn from under his feet, rockets in the legs of his new body allowing him to fly up towards Galvatron. 

Galvatron was caught off-guard by Optimus' ability to fly. No one had thought to mention to him Optimus could fly now. Still, he prepared his sword and guarded against it as Optimus Prime flew straight at him, trying to slice Galvatron down the shoulder.

“Would you quit blocking?” Optimus Prime pressed his sword against Galvatron's. “It's not going to get us anywhere if you keep that up!”

“And then what? Sit idly by while I let you dice me into pieces?” 

“Well … yes!”

“No thanks, I'll pass.”

Optimus Prime screamed in fury, pressing his sword harder and harder against Galvatron's, wishing Galvatron's stupid sword would break. It would make this fight so much easier for him.

Galvatron and Optimus dueled, their swords parting and clanging together several times, neither of them gaining an advantage until Galvatron raised his sword up with his right arm, leaving his left side vulnerable. Optimus Prime slashed his sword through Galvatron's shoulder, and while Galvatron was still feeling the effects of that, Optimus slammed his arm into Galvatron's torso, sending Galvatron falling down, where he crashed into the branches of a tree on a nearby cliff. The thin, brittle branches gave way and snapped, unable to support Galvatron's heavy weight. Galvatron landed on the tree's roots. 

Optimus Prime descended in front of him, landing gently on his feet before Galvatron.

Galvatron groaned, his vision blurry after the fall he suffered. He rested his hand on the tree for support as he climbed onto his fist. 

Galvatron, never one to give up, pointed his sword at Optimus Prime. “Give it up, Optimus Prime! You'll never beat me. I am Galvatron! I no longer suffer from the self-doubt or moments of despair that Megatron did! I am Galvatron the liberator! The bringer of hope to all of the impoverished citizens of Equestria!”

Galvatron prepared a Cyber Planet Key-powered blast in his palm, pink energy gathering and swirling in his hand.

Optimus Prime lunged forward, grabbing Galvatron's hand by the wrist and pulling Galvatron close, causing Galvatron's blast to fire over Optimus Prime's shoulder and miss its target. 

Optimus Prime lunged his sword forward, running his sword through Galvatron's side, the end of Optimus' blade sticking out from Galvatron's back. Galvatron gasped and dropped his sword, the pain leaving him unable to maintain his grip on any longer.

“You may have a new paint job and a new look, but you're still the same Megatron under it. The same … weak … pathetic Megatron who couldn't win the war.”

Optimus Prime pulled his sword out and let go, allowing Galvatron to fall back against the tree. Deciding resting on a tree wasn't enough humiliation for Galvatron to satisfy him, Optimus Prime grabbed Galvatron by the chest and threw him to the ground.

“The Decepticon who couldn't the win the war. That's who you are. That's what you'll always be,  and that's how you'll be remembered!”

Optimus Prime put both hands on the handle of his sword and raised his sword up, the blade pointed down at Galvatron's chest, ready to end Galvatron's life.

Galvatron closed his optics, bracing himself for the end to come.

The next thing Galvatron knew, he heard the swing of swords and the clashing of blades grinding against metal and … he was still alive, and he didn't feel Optimus Prime's sword in his chest. He opened his eyes to see Side Swipe standing in front of him, Optimus Prime's sword having gone through Side Swipe's chest instead of Galvatron's, with Side Swipe driving his sword up and through Optimus Prime's chest.

“What?” Optimus Prime groaned, his body shaking.

“SIDE SWIPE!” Cliffjumper screamed, arriving on the scene a minute too late to do anything.

“Side Swipe?” Galvatron asked, sitting up.

“What's … going on? I … don't understand.” Optimus Prime said.

“Do you remember me?” Side Swipe asked. “No. Of course you don't. Let me explain. My name is Side Swipe. A long time ago on Cybertron, you sent my commanding officer and partner, Drench, and me on a mission, which was a ruse for an ambush you had arranged in order to kill Drench for being too soft, and you left me to die. I survived and joined the Decepticons.” 

Side Swipe's sword squealed as Side Swipe drove it further into Optimus Prime's chest, straight into his Ember.  “I took up Drench's colors as a reminder to you and myself, that one day, I would kill you. That one day, I would avenge Drench and myself.”

The metal of their swords squeaked and groaned as Optimus and Side Swipe adjusted their blades, Optimus trying a desperate attempt to regain control of the situation and his position as the winning combatant.

“I thought long and hard about how I would make you pay for what you did. I asked myself, 'what's most important to Optimus? What's the precious thing could I take away from him?' And it hit me. I realized, what was important to you was that you got to finish off Galvatron yourself  in a bloody, glorious fight to the finish. Well, I won't let you. Instead, you'll die being taken out by a nobody, by a traitor you thought you had already dealt with." 

"No!" Optimus Prime put his foot against Side Swipe's chest. He tried to push, to withdraw and free himself of the deadlock Side Swipe had him engaged in, but Side Swipe freed his other hand and drew his other sword. The vengeance seeker swung his blade, bringing it down on Optimus' sword and locking the sword - and with it, Optimus - into place with a vice grip created by the forces of both of Side Swipe's blades pushing against Optimus' blade.

"I will take you with me to the bottom of the ocean. My spirit will watch over your corpse for your eternity. My wraith will guard your body and make sure you are never again resurrected. Not by Twilight Sparkle, not by your loyal Autobots, not by anyone! This is my final revenge against you, Optimus Prime – to deny you your final showdown with Galvatron!”

“NO!” Optimus Prime screamed. He drove his sword further into Side Swipe's chest, seeking to end Side Swipe's life and free himself from Side Swipe's hold. Side Swipe responded in kind, driving his sword further up the inside of Optimus Prime's chest.

“Oh yes, Optimus Prime. “Take a good look at me, Optimus Prime! Take a look at the colors of Drench that I wear and see Drench's ghost!”

“Side Swipe ...” Cliffjumper spoke his friend's name. 

Side Swipe turned to Cliffjumper with a smile, despite his broken optic, the Energon leaking down his face, and the sword going inside of him.

“Don't cry, Cliffjumper.” Side Swipe said, almost if he were oblivious to the screaming of his and Optimus' swords as each was driven further into the other, sparks flying from their bodies as the blades penetrated deeper. “You always knew … deep down, you had to have known … it was never … going to end … any other way.” 

Side Swipe turned back to Optimus Prime.

“As for you … a river is one thing, but I'd like to see Twilight Sparkle try to fish your body out from the bottom of ocean, especially with me guarding it!”

“NOOOO!” Optimus Prime screamed, digging his sword into Side Swipe's body as far as it would go, at last piercing Side Swipe's Ember. Side Swipe, with the last of his strength, pushed his sword through into Optimus Prime's Ember and shoved Optimus Prime's by the shoulders, pushing him off the edge of the cliff. As Optimus toppled over the edge, Side Swipe went with him. The two of them fell down together, their bodies intertwined by the blades stuck in their chests. As they plummeted towards the ocean depths, the lights in their eyes went out, though Side Swipe's optics remain lit for a few seconds longer than Optimus Prime's did. 

The two bodies hit the water and made an enormous splash, spreading sea spray all over the rocks at the bottom of the cliff.

Cliffjumper ran forward and was about to jumped off the edge to rescue Side Swipe, but Galvatron grabbed him from behind, wrapping his arm around Cliffjumper's neck.

“There's no point.” Galvatron said. “Without any life between the two of them, they'll sink to the bottom in minutes. Even if you survived the drop, there's no reason for you to waste your life plodding along the ocean floor looking for two dead Autobots.”

Cliffjumper looked at Galvatron. “Yeah … yeah, you're right.” Cliffjumper made his way out of Galvatron's grip and stared at the ground.

“Side Swipe … I can't believe he did that.”

Galvatron placed a hand on Cliffjumper's shoulder. “He was a good solider and a good friend.”

“I guess … I guess he was right.” Cliffjumper said. “Deep down, I always knew it was always going to end like this. He was always angry, you know? He hid it well. He kept it under control. But it was always there, always … burning. If it wasn't with Optimus, it would have been with someone or something else. It really wasn't going to end any other way.” 

Cliffjumper sniffed and wiped a tear away from his optic. He turned to Galvatron. “Go. You have business to attend to, remember?”

Galvatron nodded. He turned to leave and ran towards the tree, but he stopped. “Will you be all right?”

“Yeah.” Cliffjumper waved his hand at Galvatron, still staring at the ocean. “Yeah, I'll be fine. I'll catch up and rejoin the fight. I just … need a moment, okay?”

“Take all the time you need.”

“And miss out on all the action? Not a chance.” Cliffjumper smiled for a moment, but his smile turned upside down. “Side Swipe … he would have wanted me to keep fighting.”

Cliffjumper sat down, putting his legs together and staring out at the ocean.

Galvatron gave Cliffjumper one last look to confirm he would be all right.

Galvatron left to rejoin the fray, cutting through the trees to get back to the battle, leaving Cliffjumper alone.



Starscream weaved through the air, swerving, strafing, and doing barrel rolls to avoid Twilight Sparkle's lasers blasts.

“Stop him!” Twilight ordered.

Rainbow Dash flew up to Starscream's side, adjusting her glasses. “Exscue me, Starscream, but if you do not comply with our orders to stop, I will be forced to take drastic measures.”

“You'll pardon me if that doesn't exactly feel me with fear.” Starscream said. Rainbow Dash grunted and charged at Starscream's wing. Starscream tilted to the side, lifted up, and brought his weight down on Rainbow Dash, smacking her with his landing gear. Rainbow Dash went out and fell to the ground, landing on top of Twilight Sparkle and pining her.

“Get off!” Twilight shouted, trying to push Rainbow Dash off.

The ocean became visible in Starscream's sight. He transformed, landed on the edge of the beach, and tossed the Element into the sea. The necklace splashed as it hit the waters and sunk to a watery resting place.

“He … he just threw the Element into the ocean.” Twilight Sparkle realized. “Retreat! Fall back! There's no way we can recover it now! Not with him in the way, at least ...” She muttered. She and her friends regroup and pulled back, retreating to the forward base.

Starscream put his hands on his hips, congratulating himself on a job well done. His spirits were brought low when Queen Luna appeared overhead, carrying Chrysalis and Sombra with her magic. 

“Behold!” Luna held up Chrysalis and Sombra, their unconcious bodies danlging in way which filled Starscream with discomfort.  “I have defeated your guardians.”

Luna threw Chrysalis and Sombra to the ground. She began to prepapre a spell, a lightning bolt to strike Starscream and punish him for defying Luna's sister.

“Queen Luna, wait!” Starscream raised his hands. Maybe he could reason with her. “When you were Nightmare Moon, you wanted to see Celestia brought to justice, yes?”

“Yes?” Luna asked, curious. “I'll have you know, that was Discord who wanted to bring Celestia to justice, not me. Where are you going with this?”

"What Discord did to you was wrong and misguided. He knows that now." Starscream said. "But I think here's good in you. I want to see the good in you. I want to believe that he couldn't have done what he did to you if there wasn't something in there already. A tiny part of you that deep down, realizes what Celestia does to her people is wrong."

“Are you sure this is what you want?” Starscream asked. “To serve under your sister's command, fighting her enemies? Perhaps there's still a part of you that wants justice, that wants the law to prevail, and you're just too afraid of your sister to see it. We can help you.” Starscream offered his hand. “If you join us, we could have the power to see to it that Celestia was brought to justice, with a fair trial and all.”

Luna grew nervous, pink spots appearing on her cheeks and her spell losing power. “Well, I … I'll admit, my sister can be a bit ... crazy at times. it's certainly an enticing offer – no! I will not be talked down! I will not be influenced by the likes of you a second time!” Luna's eyes grew furious, and the spell charging in her horn reasserted itself and held steady.  “I will not be swayed again by empty promises of justice! I will punish you for my sister and for the good of Equestria!”

Luna prepared to fire her spell, but she was interrupted by a huge pink laser beam coming from the ground and hitting her, grazing her side and causing her wings to go off-balance. Luna corrected herself, flapping furiously until her wings held her still.

“Told you … we could handle it.” Chrysalis said, opening one eye. “Good distraction, Starscream.”

Starscream frowned. “That wasn't a distraction. It was honest.”

Luna didn't care whether it was a distraction or an honest offer or not. Her sole concern was inflicting punishment on her sister's enemies – on her enemies. Fury in her eyes, she charged up another spell and fired a bolt of lightning at Starscream.

Crystals burst forth from the earth in front of Starscream, and a mirror emerged from those crystals. The mirror absorbed Luna's lightning bolt spell and bounced it back at her, reflecting the spell and shooting a lighting bolt at Queen Luna, electrifying her. Luna's teeth chattered as electricity surged through her body.

“All right, Discord!” Galvatron said, arriving on the scene. “Well done!”

Discord blushed and turned away. “Just doing my part. Though I never would have gotten that mirror in place without Sombra's crystals.” 

Sombra waved his hoof, satisfied with his contribution.

“RRAAAH!” Luna screamed and prepared another lightning bolt. Galvatron slipped by her and blindsided her, slugging her in the cheek and knocking her out with a single punch. Luna plummeted to the ground like a dead fly. 

Galvatron cupped his chin, looking down at Luna. “Do you think that was too harsh, maybe? I mean, she doesn't seem to have the same protection her sister does, so my giant metal fist bashing her skill might cause her some problems.”

Discord shrugged. 

There was little time to discuss the matter further, as a storm of lightning bolts struck the area around them, trying to hit Chrysalis, Starscream, Sombra, Discord, and Galvatron. The sky over them began to fill with black clouds, flashes of light filling the sky as the clouds thundered.

Queen Celestia appeared, descending from the sky, her horn still blazing with fresh electricity from her lightning bolts.

“Galvatron ...” Celestia hissed, and the thunder of the clouds seemed to match her diction as she spoke. “You are through interfering with my affairs.”

Celestia offered the evidence to prove her statement by firing a huge purple laser blast at Galvatron, as big as a tunnel in diameter. The blast knocked Galvatron out of the park, throwing him a good distance  across the horizon.

As he landed on his back in a different area, Galvatron suspected Celestia was as upset with him taking out Luna as she was with anything else. For all her … perversity, her sadism, her manipulative tendencies, Celestia seemed to be truly upset with Luna's defeat … in her own twisted little way. Of course, perhaps it was just anger at Luna for failing her, rather than any sisterly affection.  He rolled over and got to his feet, ready to fight as Celestia appeared before him.

“Ooh. Look at you.” Celestia cooed. “Still so ready to fight, even though you're out of league and injured. Well, if you wish to fight until you drop down and die, WHO AM I TO DENY YOU!?” Celestia fired another blast.

Galvatron placed his palms together and fired a blast in kind, their two attacks meeting in the air and coming to a stalemate. Both Galvatron and Celestia poured their heart into their attacks, but this only increased the intensity of the force each combatant could feel the opposing spell. 

“Hang in there, Galvatron!” Starscream announced, flying into the air with his blade swung out. “Help is on the way!”

A small spark winded its way up the grooves of Celestia's horn. Without batting an eye, Celestia fired a lighting bolt to the side almost offhand, scoring a direct hit on Starscream, shattering the glass which made up the cockpit of Starscream's vehicle mode and causing him to plummet back to ground.

“STARSCREAM!” Galvatron cried out. The distraction caused him to lose focus on his attack, his blast fading away. This gave Celestia an opportunity to propel her blast forward, striking Galvatron and flinging him off into the distance for a second time. 

“You know ...” Galvatron said to himself as he pushed himself, spitting out the face-full of dirt he had swallowed during his landing. “I wouldn't want to change anything about myself, but I'm beginning to think Optimus had a point when he said my compassion was my weakness.”

“Fear not, Galvatron! I shall save you!” Discord raced onto the scene,  his serpentine body wiggling in the wind as he flew towards Celestia.

Celestia cocked an eyebrow. “Discord? I thought you were trapped in a block of ice. How long have you been out?”

“That is of no concern to you.” Discord clapped his fingers, conjuring up a jousting lance in the air. He took the lance by the handle, reached his arm, and throw the lance at Celestia like a dart.

“You're right. It's no matter. I will slay you just the same.” Celestia blinked, but it had no effect on her ability to react to the improvised missile barreling towards her. With a shining light on the tip of her horn, Celestia expelled a burst of fire from her horn, engulfing the lance and incinerating it, reducing it to ashes, which fell pitifully down. 

Discord bit his lip. He was unnerved by Celestia's display of both her magical power and her ability to let nothing faze her. Gulping, Discord summoned another lance, a shield, a suit of armor for him to wear, and a hobby horse toy to serve as his mount. Battle crying, he charged at Celestia, the toy horse jostling up and down. 

Celestia rolled her eyes at Discord's 'attack,' if it could be as such. Waving her hoof, she sent out a wave of magic which pushed Discord back and threw him off-balance, making him fall off his toy-horse 

Galvatron grunted, struggling to get up. He slammed his elbow into the dirt to use as leverage when a white hoof stepped forward and filled his vision. 

“Tirek?” Galvatron asked. “Good. Now that you're here, would you mind helping me defeat Celestia once and for all?”
“Galvatron, wait. Before you go to fight Celestia again, there's something you should know.” Tirek said. “Celestia has the Rainbow of Darkness.”

“Rainbow of Darkness? What … is that?”

“An heirloom of my family.” Tirek said. “You see, in days long past, my family possessed both the Rainbow of Darkness and the Rainbow of Light, each magical artifacts with the power to control the world around them. Counterparts to each other, my family made sure to never keep them apart, as it was their control over both light and darkness which let them rule over a land as idyllic as ours was. But one day, sometime before I was born, the Rainbow of Darkness was lost. And now my brother tells me that it is in Celestia's possession.”  

Galvatron paused for a moment to consider the implications of Tirek's words.

“Would this explain how, the first time Celestia and I fought, she was able to crush my hand with her bare hoof? My huge, metal hand, with her tiny, flesh-and-blood hoof?” 

Tirek nodded. “I suspect so, yes.”

“So, what do we do about it?” 

“We must locate the Rainbow of Darkness on her person and remove it. Its magic will protect her from serious harm and give her strength. We will not be able to defeat her until we do. ”

“Understood.” Galvatron looked up at Celestia, who was too busy fighting Discord to turn her attention on him and Tirek. Galvatron was grateful to Discord for it, as Celestia would have been upset to hear their plan. “Can you do that? Can you locate the Rainbow on her?”

“Yes, but I will need an opportunity to see it in use, first. We must trigger its protective magic, and I should be able to recognize it by the glow.”

“Should?”

“I told you it was lost. I only have paintings my father showed me to go on.” Tirek shrugged.

Galvatron got to his feet, shaking the dirt off his shoulders. “You better be right about this. I hope this works!” Galvatron tensed up and jumped to the sky to engage Celestia. Tirek stood back to watch for signs of the Rainbow's magic.



Out by the shore where Starscream had tossed Fluttershy's Element, Twilight and her friends out, making preparations. Each of the girls had brought along snorkeling masks and goggles, though Rainbow Dash was the only one so far to have puts her's on.

Twilight Sparkle did another check around the area, looking around for Starscream. “Okay ...” She said, suspicious. “No sign of Starscream. Does everypony remember what they're supposed to do?”

“Dive into the ocean, go as deep down as we possibly can, and then don't resurface until we've found the Element.” Rarity said. “Is that right?”

“Right.” Twilight nodded. 

“It would be logical for me to go first.” Rainbow Dash said. “I can use my wings as propellers, allowing me to swim much faster than any of you.”

“Ah, but I have my magic.” Twilight said. “With it, I should be able to locate the Element in no time. But remember, this is a team effort! So no complaining.” Twilight's voice alternateed between sweet and motherly and dark and threatening.

“Uh, Twilight?” Rarity poked Twilight's shoulder.

“Not now, Rarity, the smart ponies are talking.” Twilight dismissed her. When an explosive shell hit the beach and scattered the girls across the beach, sinking them into either the sand or the water, Twilight wished she had listen. 

Twilight Sparkle pulled her head out of the sand and looked up to see Shockwave, Blitzwing, and Soundwave staring down at them from a ledge, the barrel of Shockwave's cannon smoking from its recent fire.

“I'm sorry, Twilight Sparkle. We can't do let you do that.” Shockwave said. 

Twilight Sparkle growled at them. 

Soundwave raised his hands and proceeded to unleash the power of rock on Twilight and her friends, in the form of a sonic attack, vibrations coming from Soundwave's chest at painful levels of megahertz and focused on them.

“Aaah!” Twilight Sparkle screamed, falling down and covering her ears.

“You would think after last time, we would learn to bring earplugs!” Pinkie Pie shouted. 

Rainbow Dash remained calm. Standing up in the water, she searched the area, considering her options.   

Sound travels differently in water. Rainbow Dash thought. So if I dive, I can potentially escape Soundwave's sonic weapon and find the Element, hitting two birds with one stone.

Rainbow Dash jumped into the water, spreading her wings. The splash of her dive went unnoticed by the Decepticons, preoccupied with making sure the rest of Twilight's friends stayed where they were and didn't try anything.

“Oh, no you don't!” Cliffjumper ran towards the scene, joining the Decepticons. He took out his gun and fired into the sea, ripples sailing through the water as his bullets pierced the surface.

“Hey, Cliffjumper!” Soundwave said. “Glad you could make it!”

“Uh, Cliffjumper?” Shockwave asked. “What are you doing?”

“Didn't you see it? Rainbow Dash jumped into the water. She's going after the Element.” 

Shockwave nodded to confirm. He assisted Cliffjumper, firing his laser cannon into the sea. Huge upward splashes joined the tiny ripples of Cliffjumper's bullets as Shockwave's lasers descended into the water. 

Rainbow Dash rose up from the water, taking a huge gasp for air. She crawled her way onto the beach, her swimming goggles cracked from the explosion of Shockwave's blasts and blood leaking from her right haunch, having been pierced by Cliffjumper's bullet. “Don't shoot! I surrender!”

“Retreeeeeat!” Twilight Sparkle screamed.

“Hey, it is just me, or have we been doing a lot of retreating today?” Applejack asked as she and the others galloped away. 

“Shut up, Applejack!” Twilight snapped.

“What? It was an honest question!”

Shockwave aimed his cannon at them, a whir coming as he charged up a shot and prepared to fire. But at the last second, he was washed over with a sense of nobility and felt merciful. He let them go. The Decepticons watched their pony tails fade into the distance.

“Hey ...” Soundwave turned to Cliffjumper. “Where's Side Swipe?”

Cliffjumper answered Soundwave with silence.

“I see.” Shockwave said. He, Blitzwing, and Soundwave all bowed their heads in respect. 



Celestia lowered her horn and charged at Discord, bringing it underneath his body and lifting up, goring Discord with her horn and throwing him away. She watched Discord spiral away aimlessly and ducked to avoid a laser beam shot by Rumbler. 

“You again?” Celestia asked Galvatron, Rumbler's barrel smoking on his arm. “Come now, Galvatron. Honestly, don't you ever get tired of losing?”

“You tell me, Your Majesty. Do you ever get tired of trying to put down a fighter that you know won't quit?”

Celestia chuckled, giving the polite deception she was amused by Galavtron's persistence. She yelled and fired a lighting bolt at him, which Galvatron moved to the side to evade. Galvatron fired Rumbler at the three more times, Celestia flying and swerving to evade each shot.

Come on. Tirek thought, watching Celestia and Galvatron bob and weave. I need it to activate to see it. 

Galvatron performed a back flip through the sky to avoid Celestia's next lightning strike.

“Impressive display.” Celestia complimented.

“Thank you. And for my next trick ...” Galvatron lunged at Celestia with his fist raised.

“This again?” Celestia asked. She held out her hoof and stopped Galvatron's punch cold, as she had done when she first fought Megatron. “Come now, Galvatron. Surely you realize how this will end.”

“I don't know, Celestia.  You can't out on the same performance each time, or the audience will get bored.” Galvatron continued to press his fist into Celestia's hoof, knowing full well it wasn't going to accomplish anything. He just needed to get the Rainbow to trigger.

Celestia grimaced. Her hoof was beginning to shake as she resisted Galvatron's punch. She could feel so much more force behind Galvatron's fist than she could behind Megatron's, as if Galvatron wasn't going to yield, no matter what, and would require external influence before his fist parted from her hoof. Celestia wondered, was this the Cyber Planet Key within him granting Galvatron new power … or something more?

Tirek squinted, thinking he saw something. Is that …

Leaning forward, Tirek could see a tiny sliver of purple light glowing from underneath Celestia's chest plate. 

There! That's it! 

“Ooh, that's clever.” Tirek said. “Hide it under your mantle so no pony realizes you're getting magical aid from the jewelry on your neck. Galvatron!” Tirek shouted. “The Rainbow! It's under her chest piece!”

“Got it!” Galvatron said. He pulled away from Celestia, separating his fist from her hoof, and before Celestia realized what was happening, Galvatron took Rumbler and fired at Celestia's chest. The blast hit a bulls-eye on its target, shattering Celestia's chest plate into pieces and exposing jewelry underneath it, a black, heart-shaped locket which Celestia wore around her neck. 

“So ...” Celestia said. “You've discovered my secret. Yes, it's true. I wear the Rainbow of Darkness. I use its power to strength my own.” Celestia lifted the locket up with her hoof, regarding it. “I have stolen and sealed the power of many demons inside this locket.”

Galvatron made a dash for the locket, attempting to snatch away from Celestia while she was busy reminscing. 

Celestia's horn glowed, and Galvatron was frozen into place.

“Arrogant fool!” Celestia yelled. “You think I would simply allow you to take the Rainbow of Darkness from me?” A purple beam came from Celestia's horn, which Celestia swept through Galvatron's right arm, cutting it off at the elbow. The severed arm, with Rumbler attached, crashed to the ground, fraying on impact. 

Celestia lifted Galvatron up with her magic before throwing him to the ground. 

Tirek tried to rescue him, firing a beam from his horns at Celestia, but Celestia moved to the side, causing the beam to shoot off into the sky. Celestia launched a black pulse wave from her horn, pushing Tirek away.

Celestia swept her gaze across the land. Finding something which suited her purposes, she used her magic to lift up a huge boulder and bring it to the area where she fought Galvatron. Hoisting the boulder up, Celestia dropped it, letting it fall on Galvatron and bury him. The enormous boulder's landing shook the the ground.

Tirek stared in awe and disbelief. 

“Galvatron … I will remember you.” Tirek brought his arm over his chest. Realizing he wasn't powerful enough to contest with Celestia, he turned and fled from the scene. 

“Hmph.” Celestia humphed and turned to leave the scene. She was confident that for all his strength and durability, Galvatron could not survive being crushed under a ton-and-half boulder, and with Tirek fled, there was no one left to oppose her. 

“Halt, villain!”

Celestia turned back around to see Discord pointing a finger at her.

“You and I still have some unfinished business!” 

Celestia narrowed her eyes at Discord. She was spared further nuisance by Luna flying up between them.

“Go ahead, sister. Do what you will do. I will deal with him.” Luna said. 

“Get back here!” Chrysalis, recovered from her earlier beating at Luna's hooves, tackled Luna, wrapping her hooves around Luna's throat and flew down, slamming Luna into the ground. Chrysalis laid down on her back, her hooves still wrapped around Luna's throat.

Sombra galloped in as well, his horn burning with blue fight.

Luna grunted, struggling to break of Chrysalis' grip. She slammed her knee into Chrysalis' chin, breaking Chrysalis hold on her, got up, and punched Sombra in the face. Luna jumped forward, landing on her stomach and firing a lighting bolt at Discord, hitting him on the tail and sending him flying away.

Luna pushed herself up to her hooves. Chrysalis came up behind her and tackled her to the ground, trying to wrap her legs around Luna's stomach. Luna punched Chrysalis in the chin, knocking her hoof, but before she could get any farther away, Starscream appeared and pinned her, pushing her down under one hand. Starscream raised his fist and brought it down on Luna, punching her at least three times until she was unconscious. 

Celestia scoffed in disgust, though it was hard to say whether it was because she was upset by Starscream's barbaric treatment of her sister, or because she was disgusted by their perseverance. Electricity swirled around Celestia's horn, and she fired a three-pronged lighting bolt at the would-be heroes, delivering powerful electric shocks to Starscream, Chrysalis, and Sombra and knocking them out. They might have endured Celestia's strike and remained conscious if they weren't already wounded, beaten, and tired.



Tirek went out onto the battlefield, where he could several of his troops engaged with Celestia's army. Seeing a good spot, he climbed onto a ledge where he could view the entire arena.

Tirek charged up a beam in his horns and fired, hitting one of Celestia's dragons in the head and toppling it over. Tirek swept his beam across the battlefield, making sure he hit every Autobot solider present, blasting them away. Celestia might have been able to withstand or dodge Tirek's beams, but they weren't. 

Tirek's pig-men and dinosaurs stood in place, confused about what happened. They scratched their heads, wondering what had ended the fight for them until Tirek addressed them, and they realized they had been spared combat by the grace of their leader.

“My troops … my citizens .. my people.” Tirek addressed them. “I have need of your help. I have turned you into monsters. I have given you power. And now must I ask that you give that power to me. Some of you know that I have the ability to drain the magic and power out from a creature, but I am loathe to do it in the best of circumstances. Celestia has grown powerful – too powerful for me to fight on my own. That is why I musk ask you for your consent to drain you of your power, of your magic, so that I may fight Celestia on a more equal power. I would not wish to inflict this on you if I could avoid it, so please understand that I am truly desperate to be asking this. Galvatron has been defeated. Discord has failed to harm Celestia. All other options have failed. Will you help me?”

The pig-man and the dinosaurs gathered around their leader as he spoke. They looked to each other and nodded, each of them agreeing to do what Tirek was asking of them. They looked up to Tirek and nodded to him, giving their permission.

“Thank you.” Tirek said. “When this fight is over, I will look back to this day and remember you all and your willingness to give up your power for the cause.”

Tirek took a deep breath and unhinged his jaw. Trails of magic, blue in color, lifted out from the mouths of Tirek's men, of his people, and weaved their way through the air into Tirek's mouth. The magic continued to flow. Tirek grew larger as his men grew smaller and shrunk, Tirek's muscle becoming larger and bigger, with bulging veins, his body growing in height, his ponytail extending past his neck, his chest becoming ripped, and his skin turning a darker shade of pink. Meanwhile, his men turned tiny and were transformed back to their natural forms – tiny animals such as squirrels and rabbits and deer. 

“Thank you.” Tirek said, his voice booming and three, if not four times deeper than before. “Go find somewhere safe until I can return for you.” 

Tirek's citizens nodded and scattered, looking for holes or burrows into hide in.

Tirek left to challenge Celestia, his massive hooves shaking the leaves on the trees with each step he took. 



Celestia focused on the boulder, leering at it for signs of life. Satisfied Galvatron was dead and buried, she moved to leave. But she heard a rumbling. She turned back around and saw the boulder shaking. The boulder began to raise up.

Galvatron emerged, lifting the boulder in his hands. The only reason the boulder kept him down this long was because he was having to lift with a full left hand and a stump of an elbow where his right hand used to be. 

“You want to play that way? Fine! We'll play that way.”

His teeth bared like a wild animal, Galvatron heaved the boulder up and tossed it to the side. He spread his hands (well, hand and a stub) firing pink tractor beams into the distance, the magical cables hooking themselves to the sides of trees.

Grunting, Galvatron uprooted the trees and tore them from the ground, levitating the trees around himself, orbiting him like they were planets and he was their sun. 

Celestia snarled. She fired her magic at the area where she had gotten the boulder from  and picked up another boulder of equal size in her magic. She threw the new boulder at Galvatron.

Galvatron manipulated the trees, bringing them together and forming a wall. The boulder hit the wall of trees and slid off, rumbling as it fell to the ground.

Galvatron smirked to himself, satisfied he had defeated Celestia's attack.

Celestia screamed, firing a lighting bolt into the sky. The magic lighting dispersed through the atmosphere. A flurry of lighting strikes came down hard on Galvatron, striking every one of his uplifted trees and setting each aflame, embers dancing along the length of the trees and their branches. 

Galvatron wasn't going to let a little, tiny thing like being set on fire cause him to waste a potential asset. He raised up the burning trees and launched them towards Celestia.

Celestia was startled by Galvatron's resourcefulness. Her horn fired several jets of flame in a X formation, incinerating the trees into cinders before they reached her. 

Celestia prepared another spell to fire at Galvatron, but she didn't have the chance to fire it, as a blue beam came blazing it and struck her in the chest, incapacitating her, if only for a fleeting second.

Galvatron looked up with a mild curiosity as Tirek stomped forth, the size of a building and his muscles bulging.

“Someone's been eating their vitamins.” Galvatron quipped.

“Indeed.” Tirek said. He held out his hand and used his magic to pick Galvatron's severed arm, reattaching it to the end of Galvatron's stump, connecting the struts and fusing the wires which made up the arm, restoring Galvatron's arm to full functionality.

Galvatron flexed his repaired arm, testing to make sure it was all complete and functional. 

Celestia growled and flew towards them, her horn glowing and pointed at them. Tirek clenched his fists as he fired another blast at Celestia. His blast packed a punch, as the feathers falling off Celestia's wings could attest.

Galvatron drew his sword and jumped into the air. Seizing the chance presented to him by Tirek's spell, he lunged at Celestia and plunged his sword into the left side of her chest, blood splattering across Celestia's fur and the tip of the blade.

“I'll take that.” Galvatron grabbed the Rainbow of Darkness and snatched it off Celestia's neck, the cord holding it snapping in half. “Tirek!” Galvatron tossed the Rainbow of Darkness.

Tirek reached up and caught the locket with both hands. “Ah … finally. After all this time, I have power over both light and darkness.”

“So you've managed to remove the Rainbow of Darkness from me. Fine. So what? You are still an arrogant fool. Do you really think simply removing the Rainbow of Darkness will be enough to defeat me?” Celestia snapped.

“No, but I expect it to make a heck of a lot easier!” Galvatron followed up his statement by attacking Celestia, slamming his knee into her stomach, and producing a sickening, disgusting crack best described as “wince-inducing.” 

“Ooh, I think I broke a few ribs!” Galvatron pulled his sword out from Celestia and kicked Celestia, ramming his foot into her chest and punting her way.

Celestia's breath became labored and heavy, her wings struggling to flap and keep her up in the air. Gritting her teeth, she produced a flash of light, conjuring a massive, royal sword with a golden handle and silver blade, huge in comparison to a pony, but the right size for the weapon of a Cybertronian.

Celestia charged at Galvatron, swinging the blade with her magic. Galvatron guarded against her initial strike, and blocked each subsequent attempt by Celestia to slash him thereafter. The clang of their swords echoed through the sky, filling the air with the sound of clashing metal. 

Galvatron smiled. He could see Celestia was on the ropes. He effortlessly prevented Celestia's overhead strike from making contact, and when Celestia attempted to follow up with a horizontal slash across Galvatron's waist, Galvatron blocked it as well, pointing his sword down and blockading her sword's path.

“What's the matter, Celestia?” Galvatron asked, seeing Celestia break a sweat, beads of liquid dripping down her head. He parried Celestia's lunging thrust. “Afraid you're not as powerful without your Rainbow?”

Celestia glared at him. She pulled back, removing her sword from Galvatron's, and lowered it. She looked to the sky and fired a golden beam into the clouds, a tiny shaft of light traveling up into the heavens. 

Galvatron heard the rumble of a falling object. He tilted his head up and saw an impressive sight. Celestia had summoned a meteor to strike him down, a massive rock falling from space, engulfed in flame, a trail of fire waving behind it as the meteor fell through the atmosphere, aimed at Galvatron.

Seeing a meteor falling straight towards them could make the most unflappable of men shake in their boots, but not Galvatron. Galvatron remained calm and aimed Rumbler, centering Rumbler's barrel with the meteor. He fired a single, perfect shot, hitting the meteorite dead in the center and causing it to break apart. The burning meteorites and debris which formerly compromised the meteor fell around Celestia in a pathetic hail of rocks. 

It seemed almost representative of Celestia herself, in a way, given how her duel with Galvatron was going. She was a meteor, coming in at full force, with the power to and every intention of sundering everything around her to the ground, but on the last leg of her journey, she was breaking apart.

“You're clearly not as strong without the Rainbow of Darkness.” Galvatron taunted her and needled her, paying her back for all the disparaging comments and insulting remarks she made towards Megatron.

Celestia charged at him, twirling her sword around without any control, without any rhyme or reason. Galvatron had a pitifully easy time blocking it, and Celestia pressed her sword into Galvatron's, pressing harder and harder to try to get his sword or his guard to break.

“What was it that you said to me the first time we fought, Celestia?” Galvatron asked, rubbing his chin to recall. “Ah, yes, I believe it was 'you're not worth my time.' Well, Celestia, without your Rainbow of Darkness, without your Autobots or Twilight Sparkle by your side … that's how I feel about you now.”

Galvatron leaned forward, pressing back against Celestia's sword.

“You're not worth my time.”

Celestia's eye twitched at this phrase being used against her. Her head twitching in rage, she pulled her sword away from Galvatron. 

“Celestia?” Galvatron became unnerved by the change in Celestia's posture. Instead of rigid and calm, she seemed loose and unstable. “Are you … all there?”

“AAAAAAAAHH!” Celestia screamed, launching a thousand spells from her horn. Green, pink, and blue beams fired out in every direction from her, going up, down, and sideways, raining destruction across the landscape. Lighting bolts flew from her horn and struck at the air or at the ground. Conjured swords rained down, stabbing into the grass or the sides of trees. Every so often, she would summon another meteor, which crashed to the ground and created craters on impact, where the smoldering space rocks would burn out. 

Galvatron made it a priority to get as far away from her as possible, retreating to Tirek's position. Before any of Celestia's spells could hit, Discord appeared, having recovered from Luna's lightning bolt, and created a clear bubble around him, Galvatron, and Tirek to protect them from Celestia's barrage.

The entire rest of the battlefield were soon drawn to the shower of destructive fireworks spurting from Celestia's horn. In the middle of a their retreat, Twilight Sparkle and her friends saw a the display and went to investigate, going as close as they could while maintaining a safe distance from the haphazard magical missiles. A yellow beam arching and swerving and hitting the ground in front of them, causing an explosion and another crater. 

Elsewhere, Cliffljumper, Shockwave, Blitzwing and Soundwave hear the cracks of lightning and the booms of magic projectiles exploding against whatever they hit. They followed the sound to its source, watching in awe of the fountain of spells shooting up from Celestia's horn before swerving downward and destroying whatever they hit, unlucky patches of grass being burnt to a crisp and boulders who were minding their own business being shattered to pieces.

The Autobots, the rest of the Decepticons, and the remainder of Tirek's forces all saw or heard the display. They stopped fighting and gathered around, going to see the source of the spells up close.

The earth shaking around them, the ground rattling beneath their feet, and their ears assaulted by the booms of magical missiles, Galvatron raised his arm, bracing himself for impact, even if he was protected by Discord's bubble. He didn't think the bubble could stand the brunt of Celestia's onslaught forever.

“I don't suppose we could simply we could stay here and simply wait for her to tire herself out?” Discord asked, disliking the prospect of facing Celestia with all these spells raging around them.

A yellow beam struck Discord's bubble, exploding and causing the bubble to quake, answering Discord's question.

“Not an option.” Galvatron said. “We need an opening to get close.” He looked up at Celestia and made note of how the spells were flying from her horn – the directions they took, the degrees of their arcs, and where they landed. After examining them for a few minutes, Galvatron came to a conclusion 

“We're not going to get an opening. The trajectory of Celestia's spells is too random to reliably predict where they'll go.” Galvatron said. “We're gonna have to just risk it.”

“Oh, I love this plan.” Discord said, rolling his eyes.

“Either that, or way until her spells break through the bubble and shred their way through us.” Galvatron said.

Discord's face showed he still had some distaste for the idea of rushing headfirst into Celestia's barrage and hoping they got lucky, but he recognized they didn't have much of a choice.

“On my mark,” Galvatron said, “Discord, you lower the bubble. The minute he does that, Tirek, you blast Celestia. I've seen your blasts work on better than most attacks.”

Tirek nodded. “Understood.”

“And then what?” Discord said.

Galvatron shrugged. “I don't know. I was thinking we would see if we survived those first two steps first and then improvise.” He winced as a spell exploded beside them. 

“I would appreciate a better plan that.” Discord said. 

“I agree with Discord.” Tirek said. “A plan whose third step is “improvise” is a recipe for disaster.”

Galvatron nodded. “Agreed.” He rubbed his chin. “Assuming we can do all that, Discord, you find some way to restrain her, and then I'll subdue her.”

“Now it's a plan.” Discord said.

“Everyone ready?” Galvatron asked. Discord and Galvatron nodded.

“Okay … on the count of three … one … two … three!” 

Discord lowered the bubble. Tirek wasted no time, firing a blast straight Celestia. Tirek's spell hit her in the chest, interrupting the parade of spells from her horn and throwing her backwards.  

Discord clapped his hands, conjuring a solid rock in the air for Celestia to land on. Celestia hit it, landing on her backside on the rock.

Galvatron leaped into action, flying towards Celestia with his fist outstretched. Cornering her between himself and Discord's rock, Galvatron slammed his fist into Celestia's ribcage, knocking the wind out of her. Galvatron saw Celestia gasp as the air was forced out of her.

“Your reign is over, Celestia. It's over. All of it. It's all over.”

“NO!” Celestia screamed, lunging forward, held back by Galvatron's fist and lacking the strength or the energy to break free. “It's NOT over! It will NEVER be over! My reign will be eternal! My reign will last forever! I will take over Tirek's kingdom, and I will rule Equestria for all time! For eternity!”

Galvatron wrapped her up in his fist. He lifted her up and threw over the side of the cliff, where the crowd, including Twilight Sparkle, was watching. 

Galvatron jumped down after her, landing beside Celestia. 

“Celestia ...”

Galvatron drew up his sword.

“It's over.”  

Galvatron swiped his sword, smashing his blade into Celestia's horn, cutting it off and shattering it into pieces, leaving Celestia with a broken, uneven, jagged stub where her horn used to be. 

“Celestia?” Twilight asked, walking up and putting her hooves on Celestia's body.

“Not … over.” Celestia said, shuddering and shivering. “Not … over. Never … over … my reign will be eternal … eternal!”

Twilight Sparkle shed a tear, forced to accept the truth. She turned to Galvatron.

“You're right. It is. It's over.”

Galvatron nodded, acknowleding Twilight.

Twilight parted from Celestia, tears still dripping down her cheeks over the defeat of her mentor. “Well, Celestia … it looks I won't get to stab you while we're cuddling one day after all.”

Galvatron bent down. With tender hands, he scooped Celestia up into his arms. He flew up onto the cliff and addressed the crowd.

“AUTOBOTS!” Galvatron shouted. “Your leader, Optimus Prime, is dead.” 

“And hopefully this time, he'll stay that way ...” Cliffjumper muttered. 

Galvatron held Celestia up for all the Autobots and the Royal Guard to see. “Celestia has been broken. Your leadership has crumbled. There is no need to continue this pointless fighting, no need to carry on our war. Surrender now, and relinquish yourselves to our care. We will offer you resettlement. We will offer you new lives, better lives, under the guidance of a new leader. Accept the leader we offer you, and we can end the war today, without anymore harm done to Equestria or Cybertron. We can start to rebuild Cybertron. Accept my offer, Autobots. Surrender, so that we may begin to repair the damage done to Equestria and Cybertron at once.”

The Autobots all looked to each other, unsure what to do, hoping the Autobot next to them would have an answer.

“Eh, I say forget about it!” Rodimus raised his gun into the air. “I nominate myself the new Autobot leader, and I say we keep going, and we give these 'Cons their what-for, capische? Make them pay for killing our boy Optimus! Who's with me?” 

The surrounding Autobots were alarmed and startled with Rodimus' question was answered by a smoking hole appearing in the front and back of his head. Rodimus fell down, the lights in his optics fading, exposing Goldbug behind him, the barrel of Goldbug's blaster smoking. Even Galvatron was stunned by the turn of events.

Goldbug limped forward, looking at the Autobots and looking at Rodimus' corspe and the smoking holes in his head.

“He always did like the sound of his own voice.” Goldbug quipped. He looked at Rodimus again, and kicked Rodimus' corpse out of spite for Rodimus using him for Twilight Sparkle's project.



Some hours later, Galvatron was walking the streets of Canterlot when he saw Starscream. Cybertron had been moved further away from Equestria, thought not by much.

“Ah, Starscream!” Galvatron approached him. “Status report. How are things?”

“Well,” Starscream held up a stylus and a tablet, “we've begun repairs on the Ark and the Nemesis. Our plan is to use them to tow Cybertron back in the place. In the meantime, we've begun building that space elevator between Equestria and Cybertron that you wanted.”

“Space elevators are cool.” Galvatron said.

“I suppose so, sir. Though we may need to devise a way to vary its length. It won't do much good if we finish the elevator, then finishing repairing the ships, and tow Cybertron away, leaving the elevator hanging in space.”

“We'll work on it.” Galvatron said. “What about Twilight Sparkle and her gang? Celestia? Luna?”

“Twilight Sparkle and her associates, including Spike, Celestia, Luna, Shining Armor, and Cadenza, all have been arrested and locked away in what Sombra assures me is a magic-proof prison of his own design.”

“Good.” Galvatron nodded. “And what about … Fluttershy? I heard in the after-action report you inflicted a pretty good slash wound on her.”

Starscream became uncomfortable, looking away from Galvatron. “She's hospitalized, sir. She's undergoing treatment now, but the doctors assure me she's going to be fine. Once she's fit, we'll throw her in Sombra's prison with the rest of her friends.”

“Going to be fine, huh?” Galvatron said. “I'm not sure whether I should feel happy or upset about that. I mean, I should feel happy about avoiding the loss of life, but at the same time, she's … ”

“I understand how you feel, sir.” 

“What about the Elements?”

“The Elements of Harmony have been taken and scattered into different parts of Equestria's ocean, each one thrown into a different sector.”   

“Mmm. I might have felt a bit better if we'd had launched one or two them into space in a pod, but it's something. What about Sombra and Tirek? Are they getting along okay?”

“Sombra assures me his kingdom is fine, and he is in the process of undoing his transformation spells on his citizens, except for a select few who chosen to become a standing military for the Crystal Empire. As for Tirek, he sent me a message asking me to pass on his thanks to you.” 

“No need, Starscream.” Tirek said, appearing. “I will thank him myself.'

“Tirek! What are you doing in Canterlot?” Galvatron asked, giving Tirek a handshake.

“I thought I would pay a visit. See how your efforts are going.” Tirek placed a hand over Galvatron's. “And once again, I can't think you enough for your help. Thanks to you, I was able to finally restore my citzens to their true forms and recover a priceless family artifact.”

“About that artifact ...”

Tirek chuckled. “You needn't worry, Galvatron. I have both the Rainbow of Darkness and the Rainbow of Light safely locked away.”

“Good. And … I'm sorry to ask this, but what about your brother?”

“Scorpan?” Tirek shook his head. “I have used my power to drain him of his strength and locked him away as well. His betrayal still saddens me, but … in some perverse way, it is nice to know that a part of him will always be with me.” Tirek placed a hand on his chest.

“Oh!” Galvatron exclaimed. “I almost forgot. Starscream, how is the Autobots' resettlement going?”

Starscream swiped the stylus along his tablet. “We've managed to find an uninhibited planet for them, where they can destroy and smash and fight to their hearts' content. I believe they decided to name it “Charr.” Goldbug has had the restraining device implanted into him, and we've given some electromagnetic pulse weaponry in case the Autobots starting getting rowdy.”

“Excellent.” Galvatron clapped his hands. 

Chrysalis walked by them, wearing a fanciful crown and an ermine cape.

“And how is the new Queen of Equestria doing today?” Galvatron asked.

“Just fine, thank you.” Chrysalis tipped her crown at them. “Come, my Changelings! It is time to spread joy and peace and love across the land!” The Changelings behind buzzed and chattered, following her into the town square.

Cliffjumper joined them, giving Chrysalis a puzzled look as he walked by. “Sometimes I think that girl is too excited for her own good.”

“Ah, Cliffjumper.” Galvatron said. “You're back. How did your snorkeling mission to retrieve Side Swipe's body go?”

"Mixed." Cliffjumper said. "I mean, I found his body, and Optimus Prime's … they were lying there together, their swords still inside the other as if they were still fighting. As I got closer, I didn't see anything … but I definitely like there was something watching me, something didn't want me there. So I got out of there, and to be honest ... I don't think I'm going back. Side Swipe ... doesn't want me to go back." Cliffjumpered look up, imagining the spirit of his fallen friend looking down at them and smiling at Cliffjumperr's understanding.

Galvatron nodded his head, understanding. “Do you suppose, now that the Autobots are more or less contained, you'll want us to start looking at ways to send you back into your home dimension?” 

Cliffjumper seemed taken aback. “Gosh, I … I hadn't even thought about that.” He rubbed the back of his head. “It's … it's been so long since I was there. Would I even recognize it if I got back?” Cliffjumper turned from them. “I … I need to think about this.”

“Take your time.” Galvatron said as Cliffjumper walked away. “Just know that it's an option.”

Soon following behind Chrysalis' trail were Diamond Tiara and Silver Spoon, themselves followed by a cowering quarter of Miss Cheerilee and the Blank Flank Rangers.

"And how are the Queen's assisants doing today, as well?" Galvatron asked with a smile.

"We're fine. Just fine, thank you." Diamond Tiara gave an eye towards Scootaloo and Sweetie Belle. "Isn't that right, girls?"

"Yes, ma'am!" Scootaloo said.

"Absolutely fine, ma'am!" Sweetie Belle said.

"Please don't sick your giant robot on us." Apple Bloom whimpered. Diamond Tiara glared at her. " ... Ma'am." Apple Bloom tacked on. Diamond Tiara and Silver Spoon shared a laugh.

"I trust you two are doing everything you can to serve the Queen to the best of your abilities." Galvatron said. He bent down. "And treating your aids fairly?" He winked at them.

Diamond Tiara and Silver Spoon giggled. "Don't worry!" Diamond Tiara said. "We've been good to them!"

"Yeah. A lot better than they ever were to us." Silver Spoon said.

"Silver Spoon! We lose the moral high ground if you brag about it like that!" Diamond Tiara said, playfully smacking Silver Spoon in the shoulder. "But it's true."

"So long as it keeps being true." Galvatron said. The girls saluted him before leaving, and he waved them goodbye as they passed.

“Galvatron?” Tirek pointed. “Pardon me, but who is that?”

Galvatron saw who Tirek was looking at. Fancy Pants was crossing the street, using a walker to help him get around. “Oh. That's Fancy Pants. When Celestia came back to Canterlot, he stood up to her and get punished for it. I hope he's doing okay ...”

“Don't worry.” Starscream said he tapped the stylus to his tablet. “I've talked to the doctors, and it looks like he'll make a full recovery. He'll back to making labor union complaints against us in no time.”

Galvatron laughed, though Tirek missed out on the joke. Galvatron waved goodbye to them, going to a Canterlot cliff to think about recent events as he surveyed the land. Everything that happened recently … 

“My student ...”

Galvatron turned around, seeing the faint, flickering image of Megatronus.

“You've done well. I'm proud of you, Galvatron.” Megatronus said.

Galvatron bowed to his mentor, who, having said his peace and everything he came to say, flickered and his image vanished.

Galvatron looked back to the land, looking as far as he could see. Everything he surveyed, from Ponyville to the borders leading to Tirek's kingdom, was at peace now, resolved of conflicts which had plagued them for years. And it was all thanks to him. Him and his Decepticons, and their efforts to aid Tirek and Chrysalis and Sombra. 

Megatronus told Galvatron he was proud of him. Well … Galvatron felt proud of himself. Because of him, because of his Decepticons, his army, his friends, across all of Equestria and Cybertron …

All was well.