Redemption of Megatron

by Zanec11

First published

After the war, Megatron is in exile for his war crimes. Then he ends up in Equestria as a pony. Will he learn about the magic of friendship?

Megatron has exiled himself from Cybertron and live his life among there stars. He finds an ancient space bridge which malfunction and takes him to Equestria. It is a second chance for Megatron to do something to redeem his past actions. Will Megatron learn about the wonders of friendship or would ponies reject him for his warmongering past?

Story takes place after Predacons Rising and in the Beginning of Season 1 of MLP. All Character from Transformers and MLP belong to Hasbro.


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Inside an Asteroid belt in Deep Space

On a distant asteroid in a deep space laid many blue crystal, but they were no ordinary crystals. These were special crystals are the unstable form of energon, the life source of all Cybertronians. Then a strange metal ship landed was closing in on the asteroid. As the ship got near the energon stash, it changed shape into a Cybertronian

When Cybertron was restored and the war over, all Cybertronians are returning home, but this one was heading the opposite direction. This is because this Cybertronian was exiled for his war crimes. This Cybertronian was the all mighty Megatron, leader of all Decepticons.

Usually Megatron would continue fighting until he was victorious or dead, but that all changed when Unicron used his body as a puppet and tortured his mind. Now knowing what is like to be oppressed, he gave up his warmongering days and lives his life among the stars, knowing he can never return home.

The rumors are true. There is energon on this asteroid.

Rumors spread during the war, that there was an old energon stash in an asteroid belt, but no one knew why. Some believed that it was source of power for a space bridge during a time when Cybertronians explored the galaxy.

Originally believed only to be a rumor, Megatron never did waste any resources exploring the asteroid belt, until now.

When Megatron landed, he explored the asteroid to find this spacebridge. That is when he saw a cave near the energon stash. Since an asteroid would have smaller asteroids colliding with it, it makes sense that a space bridge would be built in location that won’t be hit.

As he walked deeper in the cave, Megatron thought about which plant he could travel to.

I could travel back to Earth, but I made to many human enemies. I would be hunted down and destroyed. Maybe I can listen in on old Decepticon COM link channel and find where most Decepticons are deciding to regroup. The only problems are that they would expect me to lead them against the Autobots or destroy me.

When he finally made it to the spacebridge, he decided that regrouping with the other Decepticons was the best option. He went to the controls and listen in on Decepticon communication.

“All Decepticons receiving this message go to the planet Chaar. The Autobots control Cybertron and Megatron deserted us. We must regroup and reorganized in order to take back Cybertron. All hail Starscream.”

Starscream! That fool will be the end of all Decepticons, if any are dumb enough to follow him. Cybertron had just been restored and I will not allow him from destroying our race for his selfish goals.

Megatron type in the coordinates for Chaar, but remember that this space bridge is very old. Most of its inward works could be broken beyond repair.

I must send a message to my fellow Decepticons if the spacebridge does not work and destroys me in the process.

Megatron started to record his message to his Decepticons.

“My fellow Decepticons, this is Megatron. I want you all to know the war is lost and we must live our lives peacefully. Do not follow Starscream’s blind crusade to control Cybertron because it would only lead to your demise. This is my final command and the Decepticons are no more.”

Once it was recorded, he decided to send it on a Decepticon frequency. He hoped that it will work and the will be no battle for Cybertron in the near future.

Megatron started up the started up the space bridge so he can have a little conversation with Starscream. When the space bridge created the green portal, Megatron walk inside of it.

I would finish off Starscream once and for all, even if the space bridge is ancient. He must not start a pointless war for glory or all formal Decepticons would be destroyed with Cybertron.

Outside the portal the controls started sparking. Inside the portal, everything around Megatron started to destabilize.

The portal is destabilizing, which means would be destroyed. I fear this would happen, but I still took the risk. My only regret is that I can never snuff Starscream’s spark.

Then the spacebridge explodes causing a chain reaction with the energon. The asteroid could not handle all the explosions from the energon, causing it to break and distribute it smaller parts into other asteroids.

On Cybertron

In a secret laboratory, there is a cyclops Decepticon that serve as the chief scientist and first lieutenant of the Deceptiocns. He is known as Shockwave. He received the message from Megatron and decided to rendezvous with him instead living with Autobots that want him dead. He did not want to work for Starscream who would seem to backstab the first chance he got. It was the most logical choice to stay with Megatron.

“But to find Megatron, I need some assistance from a old acquaintance.”

The Strange Alicorn

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In the Everfree Forest

Twilight Sparkle is very worried. Princess Celestia is missing and Nightmare Moon has return to bring in ever lasting night. The only hope lies in the Elements of Harmony, which are in the dreaded Everfree forest. She also has to deal with five other ponies that decided to tag along with her, but having more of them would increase the their chances of getting through the forest. Then they all heard a sound.


“W-what w-was that,” questioned the timid pegasus called Fluttershy.

“Ah don't know sugarcube,” replied a southern accent one known as Applejack.”

The tomboyish pony called Rainbow Dash said “It sounds like is coming from over those bushes.”

The six ponies head straight towards the bushes where the sound became louder.


They move past the bushes where they saw a strange grey male alicorn wearing strange armor lying on the ground. They were silence, not knowing what to do. Then the hyperactive pony, which is named Pinkie Pie, broke the silence.

“Oooh! Who is this new pony? Is he related to Princess Celestia? I never seen any male alicorns before, maybe we can be best fri-“ said Pinkie Pie as she was cut off by an annoyed Rainbow Dash.

“I must say, he looks like he more related to Nightmare Moon with that dreadful outfit,” said the prissy unicorn known as Rarity.

Twilight agrees with Rarity about the fashion This pony is a male alicorn, which is impossible since the only alicorns in the entire world are Princess Celestia, Nightmare Moon, and Princess Cadance, her old foal sitter. The armor the alicorn is wearing looks menacing with spike shoulder pads, a strange purple cylinder object on his right fore hoof and a strange helmet that looks like he is wearing a bucket on his head and it covered his purple mane. His chest armor seems to have a strange menacing purple horned bird face on it and the same symbol appears to be his Cutie Mark. This alicorn is far more intimating than Nightmare Moon and he is not even awake.

Then suddenly, the alicorn started to wake and Twilight could see his eyes. They were pure blood red with a white circle indication the pupil. Twilight admits his eyes just make him scarier than he already is.

“Where am I?” the alicorn spoke in a deep, raspy, menacing voice.

The alicorn tried to stand up on to hooves, but fell back down. The alicorn, than saw Twilight and the others and then look at himself. He stood up with all four hooves this time.

“Interesting turn of events,” he said.

Besides the little fall, the alicorn still seem intimidating, but Twilight got the courage to ask him who he was.

“E-e-excuse me s-sir. “

The alicorn shifted his gaze towards her. Twilight almost lost her nerve when she saw those red eyes. She felt like she was seeing a demon straight from Tartarus, but she knew continue to talk.

“J-just who are you?”

“I am Megatron. Do not worry, I am only here by accident and have no hostile intentions on this world. I just need to where I been transported to?”

Twilight does not know whether to believe him or not. He seems to be friendly, but he looks like he could easily take over Canterlot.

Then Rainbow dash got in his face. “How do we not know your secretly working for Nightmare Moon and preventing us from getting the Elements of Harmony?”

The others were scared on what this alicorn could do to Rainbow Dash. They were scared that he would attack, but nothing seems to happen. The alicorn looked like he was confused and a little annoyed by Rainbow Dash.

“Who is this Nightmare Moon and what are the Elements of Harmony? As I said, before I am not from this world, I was transported here by accident.”

Twilight just remembered that she must deal with Nightmare Moon and return the Sun.

“Mister Megatron, I am sorry but we must be going. If you head that direction,” she pointed her hoof to the trail that leads out of the forest, “You will reach Ponyville. After were done, we will have all our questions answered.”

She than ran off in the opposite direction and the others followed her, leaving a confused Megatron.

“The sooner I get out of the forest, the sooner I can learn what planet I am on.”


Megatron hear the scream in the direction the others went.

“It sounds like they need my assistances.” Then Megatron headed towards the others.

Introductions and the Quest for the Elements

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In the Everfree Forest

As soon as he heard the screams Megatron knew those creatures needed help. They are the only ones that can tell him what planet he is own and how he transformed in to one of them.

These fleshlings are the only ones that can answer my questions. They must not be disposed of before I get my answers.

Megatron ran until he saw the orange organic holding the purple on over a cliff. Megatron slid down, but before he reaches the organics, the purple one let go only to be caught by the cyan and cream flying organics.

The orange one smiled, but the ground cracked under her hooves and Megatron is the only one to notice. Before the orange one leap down to join the others, the ground crumbled causing her to fall. The orange one closed her eyes waiting for the splat, but it never came. She saw that Megatron was holding her tail by his mouth. Megatron decided that he needed to fly down to reach the others.

How did Predaking fly? He usually flaps his wings to gain lift, so I must do the same.

Megatron flap his wings until he was flying. Then he flew downward toward the others, until he could safely put the orange one down.

“Thanks for da save. Ah don’t think ah introduce myself. Da name’s Applejack, partner.”

Applejack? That is a strange name, even for an organic.

The other rejoin with Applejack and Megatron, relieve that no pony was hurt.

“Thank you for saving Applejack. I believe we never give our names. My name is Twilight Sparkle.”

Another interesting name. I wonder if she is in command of this “unique” unit.

“I’m Pinkie Pie, party pony extraordinaire.”

She is so… happy. I never seen any Cybertronian or organic this happy before in all my life. She must have no experience of lost or hatred.

“My name is Rarity darling and I must say your outfit could use some work. Maybe something less scary.”

This one seems to have no idea about the life in the scums of city. In order to survive you must project fear onto others, but that was a life I left behind.

“I’m Rainbow Dash, the best flier in Equestria and future Wonderbolt.”

She reminds too much of Starscream with that boastful attitude. I bet she just coward away at the first sign of trouble like Starscream always does. I must keep my eye on her.

“M-my n-name is Flut-Fluttershy sir.”

This is strange. She looks so innocent that I can not bring myself to harm her, even before Unicron took over my body. Why is that? I almost killed several human children before and had no regret about in the past. What makes her so different? It does not matter now. What does matter is figuring out where they’re heading.

“Tell me why are you all going deeper in the forest if civilization is in the other direction?”

Twilight explained, “We must find the Elements of Harmony in order to stop Nightmare Moon.”

“Do explained the existence of Nightmare Moon and these Elements of Harmony?”

“She is an evil mare that will make the night eternal. The Elements of Harmony are the only things can stop her and return the Sun,” Twilight said.

Megatron is stunned to hear that a creature can control the rotations of the moon. Not even his people could do that and they are more technologically advanced than most organic planets. With this power, she could bring devastation upon the world, but decided to just to make it dark.

“Is that all she is doing? Is there anything else I need to know?” Megatron questioned.

Now it was Twilight’s turn to be stunned. Nightmare Moon is doing something incredibly evil and this pony seems to think that there worse things besides Nightmare Moon.

“Y-y-yes. That is all.”

Megatron responded, “Well you all probably need my assistance. After Nightmare Moon is defeated, you answer my questions about this world.”

Twilight nodded, believing he could be good asset for this quest and the Everfree Forest is too dangerous for anypony to wonder alone.

“YAY! A new friend to have. Ooooh, we should have a party when this is all over,” shouted Pinkie Pie.

Why do I have a feeling that I am going to regret this?

Spirit of the Elements

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In the Everfree Forest

As Megatron travel with the mane 6, he wonders more about Nightmare Moon and here supposed evil plot to bring everlasting night.

I wonder why this Nightmare Moon wants to bring only night. Is she getting ransom for bringing back daylight? Is she weakening the arm forces in order to bring her conquering army?

Twilight wonders about Megatron and where he came from if he is not from Equestria. She knows he was telling the truth that he was not from this world since there are no male alicorns that exist. She was also curious on why he dress like he was prepare for a battle. Usually royalty or higher-class ponies wear something formal instead of wearing like they join the royal guard. Another thing she was curious about was the purple cylinder on his right fore hoof. So many questions ran through her mind and little time for them to be answer. She though she can start with an easy on like the meaning of his Cutie Mark.

“Megatron,” Twilight said.

“What is it Twilight?” Megatron replied.

“I noticed your ‘unique’ Cutie Mark and wonder how you earn it and what it means.” Twilight questioned.

“What are you babbling about? What is this Cutie Mark you speak of?” Megatron asked confusedly.

“Well a Cutie Mark is mark on a pony’s flank when they discover something that makes them special,” Twilight said in full lecture mode. “For example, my Cutie Mark represents my talent in magic.”

Megatron look at Twilight’s flank to see that there is a giant star with five little stars around it. He than noticed certain symbols on all the others. Luckily Megatron studied humans on Earth to understand each symbol.

“So, what does yours represent Megatron?” Twilight asked again.

Megatron look at his flank to see the Decepticon symbol and nothing else.

They said a Cutie Mark is representation of one’s special talent. Does this mean my special talent is continuing to lead the Decepticons for my fruitless quest for power? NO! I left that life behind after I felt the mighty oppression of Unicron. The Decepticons are no more and I no longer command anyone.

“My Cutie Mark is something I do not which to speak of,” Megatron answered Twilight.

“But why not?” Twilight curiously questioned.

“There are some things I like to keep to myself.” Megatron stated in a hostile tone.

The girls all tense up, waiting for Megatron to go berserk at any time. Megatron noted the fear they all have and knew it was not wise to scare away his only hope to figure this world. So Megatron did the most unbelievable thing ever in the history of all Cybertron.

“Sorry, I did not mean to scare you all. I prefer to not talk about things that should remain buried in the past.” Megatron said hoping that his resources would abandon him when he needs assistant like Starscream would.

“No, I should be the one who sorry. I shouldn’t have been poking around about something clearly that you’re not ready to talk about.” Twilight said.

“We better keep going. The more we waste time conversing, the harder it would be to defeated Nightmare Moon.” Megatron told the others.

The girls knew he was right and were more determine than ever to stop the evil plan of Nightmare Moon.

As they continue on the quest for the Elements of Harmony, they reached a trail between two cliffs. Then suddenly they heard a loud roar.


A manticore jump in front of the ponies, ready to attack anything that foolish enough to walk into its territory. Rarity was the first to react and bucked the manticore in its face.

“Take that you ruffian,” she stated proudly.

The angry manticore roared in her face and caused saliva to get all over Rarity’s mane. Rarity’s mane to puff out and like Pinkie Pie’s mane.

“My Hair!” she horrifically shouted.

The manticore was ready to finish Rarity off, until she ran away from it. The manticore chase after Rarity until Applejack suddenly jump on its back.

“Yeehaa! Get along little doggy” she shouted while riding the manticore like a bull in a rodeo.

She was able to keep on manticore for a while until finally she finally was launched.

“All yours partner,” she said to Rainbow Dash as she still in the air from the launch.

“I’m on it,” Rainbow Dash replied.

Rainbow Dash flew around the manticore at amazing speed. It looked like a rainbow tornado. Her plan was to make the manticore dizzy and easier to deal with, but the manticore seem unaffected. With its powerful scorpion tail, the manticore whipped Rainbow Dash out of the tornado and onto the ground. The manticore jump in the air ready to finish Rainbow off, when suddenly Megatron got in front of Rainbow Dash. With all his might Megatron swat the manticore with hos right fore hoof like the Insecticon that Airachnid controlled on Earth.

The manticore landed on its back, but got back up on all fours. The manticore was stunned that a simple pony possessed such strength, but thought it can still easily defeat all these ponies. The manticore wiped the ground with it claws, gearing up for another attack. Megatron and the others did the same. Then the ponies charged towards the manticore.

“WWWAAAIIITTT!!!” screamed the usually quiet Fluttershy.

The others stopped in their tracks, even Megatron. Then Fluttershy walked up to manticore showing no fear.

Strange. Why did she want us to stop? What plan does she have for this beast? She is too confident walking towards that thing.

The manticore was ready to swipe Fluttershy where she stood.

“Its okay,” she said in her soft caring voice. Then she nuzzled at the manticore’s paw.

The manticore saw Fluttershy as a caring mother than a threat, so it opened up its left paw. The paw showed a big thorn sticking out of it indicating that the manticore attack because it was hurt.


“Oh, you poor poor little baby,” Fluttershy said in worried tone.

“Little?” questioned Rainbow.

“Now this might hurt for juusst a second,” Fluttershy told the manticore. Then she pulled the thorn out of the manticore’s paw with her mouth.

“RRROOOAAARRR!” the manticore screamed painfully at Fluttershy as he picked her up in its paws.

“FLUTTERSHY!” the girls screamed worried about her fate.

Surprisingly, the manticore purred like a kitten while licking Fluttershy face, showing its affection.

“Hehehe. Aw, your just a little old baby kitten. Yes you are. Yes you are.” Fluttershy said lovingly to the manticore.

Everyone else seize the opportunity to walk pass the manticore. When everyone was passed it, the manticore put down Fluttershy. Megatron was stunned about the whole scene that just took place.

She easily was able to tame this savage creature without exerting any dominance. She must have some sort of secret to able to win this creature’s trust. She might even tame the Predacons as easily as this beast.

“How did you know about the thorn?” Twilight questioned.

“I didn’t, “ Fluttershy responded. “Sometimes, we all need to be shown a little kindness.”

Megatron overheard the conversation.

Kindness? I never thought kindness can do anything, but making someone weak. It is clear that she use kindness to easily calm a savage beast, something I never seen before. Is kindness this powerful?

Megatron suddenly felt a strange feeling in his spark. He never encountered this feeling before, but it felt something warm. He shook it off thinking it was part of being organic like breathing or eating.

When they finally left, they never saw that thorn changing into a dark blue sparkly mist.

As they continue their journey for the Elements of Harmony, more trees seem to surround them. A certain pony is getting tired of walking in the messing forest.

“My eyes need a rest from all this icky muck,” complained Rarity.

Unfortunately she got her wish when the thickness of the tree branches cover the moonlight.

“I didn’t mean that literally,” said Rarity.

“That ancient ruin could be right in front of our noses and we wouldn’t know it,” said a worry Twilight.

The darkness helped a certain dark shadow from being seen so it can enchant the trees surrounding Megatron and the girls.

“”I think I step in something,” said Applejack.

“AAAAAHHHH!” screamed Fluttershy.

“Its just mud,” stated Applejack. Then she walked into a tree with a horrid face on it.

“YYAAHH!” screamed Applejack.

Then more trees with horrid faces appeared around the mane 6. Most of the girls started screaming and trying to get away from the evil trees, while Megatron never move an inch.

These trees are no threat. They just have stupid faces to scare away any cowards. I can just blast these things into dust.

Megatron charged up his fusion canon to do just that, but than he stopped when he heard laughter. He quickly saw Pinkie pie laughing and making faces at the monstrous trees.

“Pinkie, what are you doing? RUN!” shouted Twilight.

“Oh girls, don’t you see.” Pinkie said ad music suddenly started playing.

What is that sound? It sounds like music, but there is nothing in the forest to allow music to be played. What in Primus is going on?

When I was a little filly and the sun was going down

“Tell me she’s not…” Twilight said before she was interrupted by Pinkie pie.

The darkness and shadows, they would always make me frown

“She is.” Said Rarity

I'd hide under my pillow

From what I thought I saw

But Granny Pie said that wasn't the way

To deal with fears at all

“Then what is?” questioned Rainbow Dash.

She said: "Pinkie, you gotta stand up tall

Learn to face your fears

You'll see that they can't hurt you

Just laugh to make them disappear."

“Ha! Ha! Ha!” laughed Pinkie Pie at the scary tree. In much of everyone’s surprise, including Megatron, the scary face disappeared.

So, giggle at the ghostly

Guffaw at the grossly

Crack up at the creepy

Whoop it up with the weepy

Chortle at the kooky

Snortle at the spooky

And tell that big dumb scary face to take a hike and leave you alone and if he thinks he can scare you then he's got another thing coming and the very idea of such a thing just makes you wanna... hahahaha...heh...


At the end of the song, the girls lay on their backs continuing to laugh. The song was so cheerful and happy that Megatron was powerless to stop it from making him laugh a little with a small smile. Than he stopped to realize that he was laughing.

What just happen? The pink one started to sing about laughing causing me to laugh. Nobody has ever made me laugh or smile before. My Decepticons mostly focus on not failing me rather than seeing me happy.

Next thing Megatron knew, the warm feeling in his spark returned. This time, the feeling was growing stronger.

Was it is going with this body? Why is this feeling returning? It is probably nothing important.

Somewhere else in the Everfree Forest

Nightmare Moon is frustrated that her latest attempt to stop the mane six from reaching the elements failed.

“I can’t believe that pink one was able to lift my spell on the tree,” said an angry alicorn.

She then remembered that a new pony, a male alicorn with intimidating armor, joined these girls.

“This new alicorn will pose a problem for me. I need a way to defeat him, or he can send me back to the moon.”

With her dark powers, she makes a warrior that can match Megatron in strength and power.

“Power of shadows and nightmares. Give me a warrior that haunts this alicorn’s dream. A warrior that he can never defeat.”

The shadows have granted her wish and started to take shape of a pony. The shadows finish creating Nightmare Moon’s warrior.

“He will do nicely,” she said with an evil grin. “But first, lets see if we can stop the other six fools.”

Back with the others

The girls were still giggling from the song that Pinkie sang. Megatron on the other hoof is trying hard to not to smile again. Pinkie Pie saw he his resistance.

“Hey Megatron. Why are trying to resist smiling? Don’t you know its okay to laugh with friends?” she said happily.

“No, I don’t know. I never had any friends.” He replied.

“Are you sure? I bet somepony is missing you right now,” Pinkie Pie said.

“You better enjoy losing because I am certain no one even knows or cares that I am gone,” Megatron said. “Let just drop this conversation and continue on our share objective.”

Pinkie Pie nodded, but she still ended up having a tear in her eye. She never would have imagined anypony having no friends. When this over Pinkie hoped that she would be able to change all that.

Applejack overheard the conversation and decided to help Megatron. She knew that nobody deserves to be alone.

“Hey partner,” she said to Megatron.

“What is it?” Megatron replied.

“Even though ya said you have no friends, Ah just want to let ya know that you can consider me a friend. If ya want somepony to talk with, I’m here for you.” Applejack replied.

Megatron felt comfort from Applejack’s words. Somehow, he could trust Applejack fully like he trusted Soundwave. Megatron knew if someone was dishonest or trying to hide something as we was the leader of several dishonest Cybertronians, but with Applejack, he couldn't see any dishonesty in her. Again, the warm feeling in Megatron’s spark reappeared.

What is this feeling that keeps appearing over and over again?

“Is there something wrong, partner?” Applejack said worryingly.

Megatron replied, “I just have this strange warm feeling in my spark or heart as you organics say. It is only getting stronger around all of you. I think a sickness, but nothing my will can’t dominate.”

Applejack giggled, knowing exactly the feeling in the former Decepticon leader’s heart.

“It is no sickness partner. Those feelings ya have are just meaning ya caring about us. Ya are considering us your friends, that’s all.”

Megatron does not what to think. He, who brought war and destruction to organic worlds believing they are mere parasites compare to the Cybertronian race, was considering these organics his friends. Yet something tells him that what Applejack said is true.

Do I actually care about these organics? Why is that so? I care little about my own Decepticon soldiers in the past and even less about the humans, so what make these girls different? I need to keep a close eye on these creatures.

After Megatron and Applejack’s conversation, they reached a violently flowing river.

“How are we going to cross this?” questioned Pinkie Pie.

Soon everypony heard crying. Curiosity got the better of them to find a purple sea serpent with orange hair crying and splashing the river.

“What a world? What a world?” cried the serpent.

“Excuse me sir. Why are you crying” Twilight asked.

The serpent replied, “Well I don’t know. I was just sitting here, minding my own business when this tacky little cloud of purple smoke whisk pass me and tore half of my beloved moustache clean off. And now I look simply horrid.”

He said the last line as he splashed his body in the water, resulting water coming down on the ponies. This cause their manes and tails to be wet. Megatron seem the least affected as his armor protected him from getting wet.

Really! You are crying and whining because of your looks. I don’t think Knock Out would cry this much over a scratch. In fact he would destroy the one who gave him the scratch and than buff it out.

“Oh, gimme a break.” Rainbow Dash said.

“That’s what all the fuss is about?” Applejack continued.

“Why of course it is.” Rarity interrupted. “How can you be so insensitive. Oh, just look at him. Such lovely, luminous scales.”

“I know.” Replied the serpent weakly.

“Your expert quality mane.” She continued.

“Oh, I know. I know.” Said the serpent.

“Your fabulous manicure.” Rarity stated.

“Huh, it so true.” The serpent said as he is enjoying every compliment on his looks.

“All ruin without your beautiful moustache.” Rarity finished.

“Its true. I’m hideous.” The serpent replied, ready to cry again.

“I simply can not just let a crime of fabulousity go uncorrected,” said a determine Rarity.

The next thing everypony knew, Rarity bit on one of the serpent’s scales. Then she pulled it off the serpent.

“Ooww! Why did you do that for?” the serpent said.

Rarity did not answer as she turned the scale to the side, making the scale look sharp as a knife.

Know it was Megatron’s turn to be curious about the intentions of the prissy pony.

Twilight asked “Rarity, what are you…”

Twilight was interrupted when everypony heard a cutting sound. All the girls gasped, while the serpent dramatically fainted and landed in front of them. Megatron was even little surprised on what just happen.

Rarity used the scale to cut off her own tail. She tossed the scale away and used her magic to levitate her tail toward the serpent. Then she combined her tail with the other nose of the serpent, completing a new moustache.

The serpent happily cheered. He happily stated “My moustache. How wonderful.”

“You look smashing,” said Rarity.

“Oh Rarity! Your beautiful tail.” Twilight sadly stated.

“Oh, its fine my dear. Short tails are in this season. Besides, it will grow back.” Rarity replied in contempt mood.

“So would the moustache.” Rainbow whispered to Twilight.

“We can cross now. Let’s go.” ordered Twilight.

Before anypony knew it, the serpent lifted them up and created a bridged for the ponies to cross.

“Allow me,” he said with gratitude for his new moustache. All the ponies safely made it to the other side of the river.

Interesting. The one called Rarity gave up something precious to her for someone else who needed it more. I never had seen anyone who was willing sacrifice to make others happy.

Before Megatron knew it, the warming feeling striked again.

Not this again. What makes these girls special? They are not powerful warriors or loyal soldiers. They have no qualities to be recruited in the Decepicons, so why do I enjoy being with them then most of my Decepticons?

Finally, they made it to the Old Castle of the Royal sisters. Twilight was the most excited, as she can finally end Nightmare Moon’s plan. She ran, not noticing the cliff in front of her. She lost her footing in front of her and was about to fall, until Rainbow grab bed her tail and pull her to safety.

“What’s with you and falling off cliffs today?” Rainbow joked.

“Huh. Now what?” said Pinkie Pie.

“Duh.” Rainbow said as she flap her wings. Then she took off in the air.

“Oh yeah.” Pinkie replied.

Rainbow flew down towards the bottom of the cave to get a bridge that was cut off many years ago. She grabbed the bridged and pulled it back up. She landed on the other side and was about to tie it down when she heard someone call her name.


“Who’s there?” Rainbow replied. The only thing that the voice responded was her name again.


“I ain’t scared of you,” Rainbow stated as she prepare her front hooves for a fight.

“Show yourself!” she demanded.

“We have been eagerly awaiting the arrival of the best flyer in Equestria,” the voice said.

“Who?” Rainbow questioned.

The voice replied “Why you, of course, ” as it was the most obvious answer.

“Really, I mean, oh yeah, me.” She said. “Hey, uh, you wouldn’t mind telling the Wonderbolts that, would ya? Cause I’ve been trying to get into that group like ever.”

“No Rainbow Dash. We want you to join us,” The voice said as Rainbow heard the clopping of hooves only to see ponies appear, “The Shadowbolts.”

These ponies were dress like Wonderbolts except their outfits are colored with purple with black on the parts that cover the limbs and head. A yellow lightning bolt line separates where the two colors meet and the wonderbolts symbol is a pony’s skull with wings.

“We’re the greatest aerial team in the Everfree Forest and soon we will be the greatest in all of Equestria. But first we need a captain.” The middle mare Shadowbolt said.

Rainbow’s eyes sparkled as everything she has ever dreamed would about to come true.

“The most magnificent,” the Shadowbolt said

“Yep” Rainbow said.



“Bravest flyer in all the land.”

“Yes, it is all true.” Rainbow finished as she enjoys all the praise.

“We need you.” Whispered the Shadowbolt in Rainbow’s ear.

“Woohoo! Sign me up.” Rainbow cheered in excitement. “Just let me tie this bridge real quick and then we have a deal.”

“NO!” interrupted the Shadowbolt. “It is either them or us?” She finished hoping to stop the others from reaching the castle.

“Rainbow, what is taking so long?” Twilight shouted as she got her answer when she spotted the Shadowbolts. Megatron also the Shadowbolts and knew how this would end. Then the fog rolled in, preventing everypony from seeing Rainbow.

If she is anything like Starscream, she will turn on us in favor of the other ponies. This bridge will be destroyed preventing us from reaching the Elements. She will learn never to underestimate and betray Megatron.

Rainbow was trying to make her choice between the Shadowbolts or her friends, but she knew in her heart what decision to make.

“You,” she said as the Shadowbolts smile. “Thank you, for the offer I mean.” Rainbow continued causing the Shadowbolts’ mouths to open in surprise. She tied down the bridged. “But I’m afraid I have to declined” She finished as she flew straight towards her friends. The Shaowbolts transformed into a cloud of smoke from Nightmare Moon.

When Rainbow finally reached her friends, they cheer that she picked her friends over than her own goals. They finally can reach the castle.

“See, I never leave a friend hanging,” said Rainbow.

It seems I was wrong about Rainbow. She may be arrogant and a show off, but she proven that she is willing to put her goals aside for what is best for everyone else. She has loyalty like of that of my Decepticons Soundwave and Dreadwing.

Like before, he felt warmth in his spark. Megatron, tired of this felling, try to ignore it. He needed to focus on the mission, and then determine if he really consider the organics his friends.

With Nightmare Moon

“NO! They are so close to the Elements.” Nightmare Moon said. There one more thing she can do to stop them.

“Go my warrior. Prevent the alicorn and his comrades from reaching the Elements of Harmony,” she ordered.

Outside the Castle of the Royal Sisters

The ponies finally were at the castle. All they had to do was get inside and get the Elements of Harmony.

“Soon girls and Megatron, we will stop Nightmare Moon.” Twilight said.

Before anypony made a move, they heard a noise.


“What was that?” said Rainbow

Then a pony jumped right in front of them. Megatron got in front of the girls, ready to fight this mysterious pony. When the cloud of dust left, leaving the pony to be exposed, Megatron was shock to see who it was.