> Transformers: Iron Hearts
>  by autobotfan15
> --------------------------------------------------------------------------

> Prologue: From one world to the next
> --------------------------------------------------------------------------


Cybertron- Many Centuries Ago





They say war never changes. That saying is true on the planet Cybertron as war became a way of life for its inhabitants. Two sides fighting for many reasons. Freedom, energy, survival, amongst many other things. While the war went on for years, it slowly consumed the planet until it was becoming nothing more but a floating scrapheap in space and it was slowly losing both life and light.

On one part of the planet, a few small vehicles on wheels were racing on a road. “Speed it up Bumblebee! We’re almost out of time!” yelled a large red vehicle.

“I’m going as fast as I can Ironhide!” replied the smaller yellow car.

They both soon rounded a curve and they saw their destination. A huge fortress with a huge ship. But there was trouble ahead. Two robotic bugs were eating their way through a closed metal door. “The insecticons are blocking our way!” Ironhide yelled.

“Wrong! They’re our way in.”

The bugs then noticed the speeding vehicles only for them to not react fast enough. The two charged through them like charging rams. The bugs found themselves flat on the floor after being run over. Suddenly the vehicles transformed into bipedal machines. The large red one then picked up the insecticons. “Time to take out the trash.”

He then threw them out the hole they made. “Bee, get the backup door Wheeljack installed.”

“Already on it,” Bumblebee said as he typed something on a nearby console. Soon a metal shield came down and immediately covered the other door that had a hole. Ironhide smirked at the entrance. “Two doors in one entrance. I used to think it was a waste of metal.”

The two ran down a hall where many robots were quickly working either fixing parts of the huge ship or loading things inside. The two then approached a red and blue robot with a small shield covering his mouth. They stopped in front of him and saluted. “Optimus, we just received word that Megatron and his goons are gearing up for a surprise assault,” Bumblebee explained.

“Then we have more reason to speed up the loading process of the Ark,” Optimus said. “I’ll have Jetfire and Powerglide perform reconnaissance and maybe try and hold them off, it's imperative that we get this Ark off Cybertron and into Orbit.”

“Optimus, any word from the Trion ship?” asked Ironhide.

Optimus Prime sighed and put a hand on his soldier’s shoulder. “Elita One reported her ship is safe and so is Chromia. When either of our ships find a new planet we’ll share coordinates for us to join. We can only hope the Decepticons don’t follow.”

Ironhide smiled and nodded, but that was cut short as an explosion from outside sounded and the place suddenly shook like an earthquake. A green robot ran to a nearby monitor and turned to his leader. “Prime! The enemy is approaching fast!”

“Autobots! Get inside the Ark! We are leaving now!” Optimus commanded as his fellow autobots quickly got inside the huge ship. Another autobot pushed another button and a voice sounded on the intercom. “LAUNCH SEQUENCE ACTIVATED.”

Meanwhile outside menacing robots attacked from all sides. A huge gray one with a big cannon on his arm watched the battle with a huge grin on his face as he turned his second in command. “This is almost too easy Starscream.”

“I still think it be much easier to just outright-”

Suddenly there was a huge rumble followed by a huge structure lifting itself off the ground. Megatron could only watch in disbelief as the huge ark launched itself. Starcream smirked. “I told you we should’ve got the nemesis and-”

Starscream was interrupted as Megatron punched him in the face. “Decepticons! Retreat to the Nemesis ship and follow that Ark!”





All was quiet on the Ark as many autobots either tried to relax or work. Optimus Prime sat in the command center watching the stars from the viewport. “Steady as we go, Autobots. I want no more surprise until we see a planet we can get our bearings on.”

“Roger that captain,” said one of them.

“Optimus, we have a planet a short distance from us,” Bumblebee said.

“Put it on the view screen,” ordered Optimus.

Soon a holographic image displayed in front of the leader. It was blue and green. Optimus stroked his chin. “Hmmm… any form of life detected on this planet?” he asked.

“Unknown sir, this ship can’t view or scan the entirety of this planet,” an autobot named Perceptor said.

“Set course for this planet and approach with caution.”

It was quiet once again on the ship. That was until it was struck by something causing the ship to shake. Optimus stood up. “What was that?! An asteroid?!”

Wheeljack looked at the monitor and his eyes widened. “Sir, it’s the nemesis! The Cons found us!”

“How?! I can’t see them on the radar!” yelled Prowl. “Must be using cloaking technology.”

“All defenses activate! Get whatever guns to aim at the attacking vessel!” Commanded Prime.

Meanwhile on the ship behind the Ark. The Nemesis was firing whatever lasers and missiles at the ship. Megatron grinned as he watched from his own command center. “Once they are destroyed we’ll salvage whatever they have. Leave no prisoners alive.”

“Megatron, we are running low on ammunition, they are burning what energon reserves we have left,” explained a purple bot with a single yellow optic.

“I don’t care! Just do it!” Megatron commanded. “We can siphon what energon they have from their corpses!”

The battle in space continued with the Ark slowly gaining speed to outrun the nemesis. Unfortunately the autobots didn’t see where they were as they now found themselves going faster. “What’s happening now?” Optimus asked.

“Gravitational pull! The planet we found is pulling the ship.”

Optimus then reached for a lever. “What are you doing?” Bumblebee asked.

“Got to land this Ark as nicely as I can. Everyone, get to a stasis pod. They’re the only thing that could withstand a hard landing.”

All the autobots ran out of the command center. Optimus pulled the lever and soon the Ark was leveling it wasn’t long before the ship was gliding in the air. ”This should give me time. It seems the cons have damaged our communication with the other ships. Teletraan one, wake one of us from Stasis when any form of life approaches the ship.”

Optimus then ran down the hall hoping whoever finds him and his team is friendly even if he has to wait years.





Somewhere in Equestria- Around the same time





If one were to look out to the stars one would see a shooting star dart across the sky. The star disappeared over the horizon only for a distant boom to be heard. How no one heard it was a mystery.

Meanwhile off the coast from Equestria, another star fell from the sky and struck the ocean with a splash. It sank beneath the surface before anyone could even notice. If one was on the water the last thing any one would hear was the sound of angered yelling coming from inside.

From that day on the warriors would sleep. For now their own war would stop. Only for it to carry on in a distant future.
> Chapter 1: More Than Meets The Eye
> --------------------------------------------------------------------------


Canterlot - Centuries Later





In a small conference room in Canterlot Castle Princess Twilight Sparkle sat at a table with Princess Celestia and her sister Princess Luna. They were looking over maps of different nations across the world. It had only been a few days since the invasion of the Storm King and the pony known as Tempest Shadow has left Equestria. “And so ever since the festival I feel like it would benefit society as a whole for us to establish better relations with other nations. Some locations barely have easy access to our borders,” Twilight explained.

“And are you certain this super railway project could unite us?” Celestia asked.

“Yes I hear from Rainbow Dash that Gilda and Gabby have to fly long distances to get to see Ponyville and the express train barely goes to Griffonstone.”

“She does have a point,” Luna said. “I hear Shire Lanka has a train that comes once a month or so. I doubt ponies want to wait.”

Celestia looked over the maps again as well as the numerous scrolls that covered the table. She closed her eyes, took a sip of tea, and opened them while smiling at her student. “Very well Twilight. I will see to it that we can get resources and workers to help build.”

“Well Applejack agree to help be a supervisor for one of these new lines, particularly this one,” Twilight said, pointing to an area between the Equestrian border and Mount Aris.

“I see, I hope your friend can help keep the promise of building a line to Queen Novo. Although I have to ask Twilight, I thought you wanted to make a school of friendship. What made you change your mind?”

Twilight smiled sheepishly. “Well I heard rumors Chancellor Nieghsay wouldn’t approve of interspecies schools and also I was gonna have my friends be teachers but I just remembered they have busy lives of their own.”

“I see, I agree it wouldn’t be easy if the teachers were a farmer, a wonderbolt, a party planner, a boutique business runner, and the caretaker for an animal sanctuary,” Celestia said before frowning. “And I see I may have a few words for Neighsay about his xenophobic attitude.”

The two shared a giggle but soon noticed Luna taking a good look at the map. “Luna, is something wrong?”

“No, it’s just there is something about this area that looks so…familiar,” she said as she placed a hood on the map.

“But we never went there.” Celestia said.

“I know but maybe it’s just my imagination,” Luna said.





A Dark unknown place - A few weeks later





In a quiet area some warriors sleep in big cylinders. Some would say it was so quiet, you could hear an ant skittering around in the dark. But the quiet of the darkness was interrupted by a thumping sound which was sometimes accompanied by a chuffing sound. A cylinder opened up with a hiss to reveal the yellow scout.

Bumblebee got down on all fours as he regained his senses. “How…how long were we in stasis?”

The thumping came again. Bumblebee looked up in worry. “That sound. Have those Decepticons found us? Should I wake up Optimus?”

He then looked over to the pod that had his leader inside. “What if…it’s not the cons? The troops won’t let me hear the end of it.”

The thumping came again. It was then Bumblebee decided what to do as he left the room and went down a hallway. “I’ll just take a quick peek outside. Nothing wrong with that.”

He soon found the entrance or rather what was left of it. There was a gaping hole and outside the ark were rocks, in fact it was as if the ship crashed into a mountain and buried itself. “Dear Primus, how long have we been down here?”

After stepping out of the ship he then noticed the light that was pouring in from what might be the cave entrance. Bumblebee took a moment to view the back end of the ship from outside. It looked rusty and dirty. “A long time it seems.”

He soon exited the cave and soon found the source of the noise by peering over a grassy hill. There he can see what looked like strange quadruped creatures laying out wooden ties and rails. There a massive machine rode on the rails making noises. He then heard one of the creatures shouting. “Spikes are ready for you AJ!”

Bumblebee then saw an orange one approaching the tracks and took out a steel hammer. “Stand back everypony. A mare’s gotta help her workers earn their bits.” Applejack said as she swung her hammer and upward and slammed on the spikes driving them into the wooden ties.

“Pony? Mare? Bits?” Bumblebee asked himself. “Maybe I should observe a bit longer.”





Fillydelphia Coast- Around the Same Time





Tempest Shadow made final preparations on her boat as her sidekick Grubber ran up to her carrying a box. “You ran into hostility in the market didn’t you?” she asked the short creature.

“Yeah they only started throwing stuff at me after I made the purchase of these snacks. They stopped when a guard told them too.”

“Well once we’re out of here we don’t have to worry about ponies anymore. But then we have to put up with…others.” Tempest said, frowning as she looked to the water before her. “It’s better we go around and not risk facing ponies on the train. Are you ready?”

“Yeah, let's get out of here.”

They were soon sailing out to sea. Tempest thought they were now in the clear but that soon changed as a large ship came sailing through, on it’s way to port. Tempest steered clear but then she looked up and saw the passengers. They gave her death glares and then, next thing Tempest knew it was raining Garbage as food and trash were being thrown from the ship and onto her sailboat. Grubber then noticed something. “Tempest! Incoming!”

CRASH!

Something crashed through the deck on Tempest’s boat and was now causing her boat to sink. “Why me?” groaned Tempest as she grabbed Grubber and jumped off the boat. Then to her surprise some pegasi came from the ship and helped them on board.

Meanwhile the sinking boat crashed on top of something hard at the bottom of the bay. Inside a pair of glowing red optics illuminated the ocean floor.

The two were later in a cabin with the captain and some of his crew. “I must apologize on behalf of the passengers. If I knew that would happen I would’ve steered clear of you or at least had my staff keep a better watch.”

“Don’t worry about it sir. What matters to me now is getting away from everypony. I know what I did was horrid but…but…” Tempest trailed off as tears started to flood her eyes.

The captain placed a hoof on her shoulder. “I’m having dinner with the owner of the cruise company. Maybe you and your little friend should join us.”

Tempest showed a weak smile. “Thank you…”





Railroad construction camp- Later that Night





“Five miles of tracks laid. We should make it six tomorrow,” Applejack said to two ponies at a campfire.

“Must be an honor doing this tough task for the princess,” said a work pony.  “If we had a fancy track building machine we could get to Mount Aris faster.”

“No thank you, I had a rough experience with a machine trying to take a job away already,” said Applejack, remembering the time she first met the Flim Flam brothers. “Don’t need any more competition.”

Meanwhile a good distance from the camp, Bumblebee watched the interaction. He then heard some sounds behind him and quickly turned aiming his gun. “Woah there buddy. No need to be jumpy.”

There with Bumblebee were his allies, Ironhide and Optimus. “When did you two boot up?”

“You talk to yourself, loudly,” Ironhide answered.

“And the noises also played a factor,” Optimus added before looking ahead at the scene. “What is it we’re looking at?”

“They call themselves ponies and they are just some of the inhabitant species of this planet,” Bumblebee answered. 

“And it seems they mastered a means of technological propulsion using pressurized heated water,” Optimus said looking at the locomotive. “Simple but effective.”

“I’ve been listening in on their talks. Like us they want peace and they are trying to unite the world by faster means of meeting and communicating.”

“It seems they are barely beginning their own automation phase and advancements with using metal for technology,” Ironhide said.

“Which means it’s too early for us to intervene with their way of life. We should probably go back to hiding and try to make contact with other ships,” suggested Optimus.

“I don’t know Prime,” Bumblebee said. “If they woke us up, then maybe the Decepticons are probably here too. For all we know they might’ve been in stasis like us and are probably booting up as well.”

Ironhide then looked up to his leader. “This could become complicated should these forms of life discover us.”

“You’re probably right. Let’s go back and plan this carefully, Bumblebee,” suggested Optimus before noticing he’s gone. “Bumblebee?”

“As in go and hide again, we’ll far apart and rust,” Bumblebee said to himself as he carefully sneaked up and looked around the train’s exterior. He was now examining the locomotive. “Hmm… maybe there’s a way to adapt. This land might not have roads but maybe if I alter the design in my mind I could-”

“I’m telling you AJ there’s something out here.”

“Eep!”

A workpony and Applejack were walking alongside the train from the otherside Bumblebee was. “It was probably a bear or maybe a wandering dragon. Smelled our cooking fire and wanted to take a little snack,” Applejack explained.

“Didn’t sound like any animal,” the worker said as the two made their way around the engine. Only to find another locomotive standing on the side track. “What the hay?” Applejack exclaimed. “Where did this come from and why didn’t we hear it coming?”

“I don’t know,” the worker said. “Must be some new design from Baltimare or something.”

Applejack looked all over this new engine. It was yellow and black, had four small wheels, two smoke stacks, and under the yellow plow she noticed strange devices that looked like pile drivers. “Well I already don’t like it.”

Optimus and Ironhide watched in utter disbelief. Optimus sighed and turned to his red soldier. “Any Autobot who awakens must follow this important order. Limit contact with any life and maintain the appearance of a machine with our alter forms.”

Ironhide nodded. “Robots in disguise. Got it.”





Fillydelphia Docks- Around the Same Time





Tempest Shadow walked along the small dock looking over the many boats that docked. While her dinner with the captain and cruise owner was okay, with no harsh comments on her past, It didn’t stop the negative thoughts that clouded her mind. “I don’t understand. No matter where I’ll go there will always be creatures that will judge me.” She sighed as she looked up to the stars. “Maybe I should just disappear.”

“You give up so easily?” A voice sounded.

“Who said that?!” Tempest asked, looking around in alarm. She thought she was alone.

The voice spoke up again. “Those scars on you. Were you a soldier?”

“I was considered a leader. Who are you? Where are you?”

“Before I answer your questions I must ask, what if I could give you an opportunity to change the world for the better? Would you take it?”

“If it means earning forgiveness from all then yes now answer my question.” Tempest said growing impatient.

Nearby a small boat made of iron and wood began changing, much to Tempest’s surprise. “I am something beyond your understanding. I am a friend who has an opportunity for you.”

“Dear Celestia, I must be going insane,” Tempest said as she looked up at the massive steel monster the boat had become.

“No you’re not,” the massive robot said standing in the shallow water. “I am Lockdown and I’m a Cybertronian. We are here to transform your world.”

“Transform?” Tempest uttered.

“Yes and with your help we can make it happen,” Lockdown said as he knelt down and held out his hand. “Join me and I’ll take you to our leader. He has plans that you can help him with.”

“And these plans can make me a hero to everypony?” she asked.

Lockdown was silent before nodding. Tempest hesitated but soon placed her hoof in the creature's hand. “Let’s do it.”
> Chapter 2: Forged Allies
> --------------------------------------------------------------------------


Fillydelphia Bay- Midnight





“Fascinating…very fascinating,” Tempest marveled as she took in the surroundings. She was inside Lockdown’s chest looking out of a small window at the massive robots working on the ocean floor around a wrecked ship. Some stopped to observe Lockdown and his strange passenger.

“Fellow Decepticons, I have returned with a specimen from the surface. A unicorn named Tempest Shadow. She says she’s willing to help us with our endeavors,” announced Lockdown.

“What? An organic lifeform aiding us?” Starscream asked, taking a closer look at Tempest. “That has got to be the most ridic-”

But before Starscream could finish he was shoved out of the way as Tempest was now face to face with what she assumed was the leader. Megatron stared deep into Tempest’s eyes. Tempest couldn’t help but feel intimidated by Megatron’s gaze. It almost reminded her of the Storm King. After a moment Megatron spoke. “So you’re someone willing to help us change your world?”

“Y-yes,” Tempest stammered. “I’ve been trying to redeem myself in the eyes of ponies and many species whom I wronged. But it seems no one wants to give me a chance. Lockdown here says I might have a chance by helping you.”

“Hmm…yes you would be of help,” Megatron began. “From what some of my soldiers can gather, your world is only beginning its own advances in technological achievement. We can help advance it further but we need more access to whatever technology this world has from transport to military.”

“Why military?” Tempest asked.

Megatron was silent for a moment before continuing. “We were once fighting a long battle and should your world become threatened we can give the defenses to protect it. Think about it, cities and fortresses built to withstand attacks and all commanded by a strong looking creature like yourself.”

Tempest was silent taking in the information and nodded. “Well my old employer had plans for advanced war technology we can utilize. In fact his old fortress should be abandoned after all his former soldiers moved to Klugetown. We can probably salvage those plans.”

“Better, we can salvage his fortress and use it as a base,” Megatron suggested. “This aquatic terrain isn’t exactly suitable for us.”

“Agree, if you want I can escort you there now under cover of darkness.” Tempest said.

“No, we still need to salvage what’s left of our vessel, suggest an area along the coast of your country and I’ll have my best soldiers meet you there tomorrow night.”

“Yes, I’ll do that and uh whats your name?”

“I am Lord Megatron,” said the leader.

“Lord Megatron, I hope we can work well together to build a better future,” Tempest said as Lockdown began to leave and start swimming upward to the surface.

Megatron watched them leave and grinned maliciously. “Yes, my better future.”





Railroad construction Site- The Next Day





The sound of hammers swinging and steam chuffing was nothing new to the railroad builders but what was new was the yellow locomotive hammering spikes into the tracks with small pile drivers. Applejack could only watch in annoyance as other ponies marveled at it. “Idiots, what do they see in that bucket?”

Applejack walked over to a nearby wagon and poured herself a mug of water. With her was a workpony and a pegasus with a rainbow mane. Rainbow Dash drank her own water as she watched the machine work. “Quite a thingamajig it is. Wonder whose controlling it.”

“I think it might be a unicorn controlling it with magic but none of the workers are fessing up. I think somepony is trying to tease us,” the worker said.

“Ya’ll think so? If it was a prank it’s not funny,” Applejack said as she looked at the machine with suspicion. “I see folks pouring water in it and giving it a polish. It’s like we’re working for it rather than the other way around.”

“Same way some of your colleagues fetch you apples and biscuits,” teased Rainbow only for Applejack to glare at her. She then reached for her steel hammer.

Rainbow now looked scared. “Woah AJ, didn’t mean it like that. Come on, you know me. AH!”

Rainbow jumped as the steel hammer struck the ground with a crack mere inches from Rainbow’s hoofs. The pegasus then turned to see Applejack laughing. “Hot tar you’re too easy.”

Rainbow just scowled at her. “Oh come on now, if that machine is giving my hammer a break how about I get you some cider I smuggled aboard?”

“Really?” Rainbow asked excitedly.

“Can I have cider too?” asked the worker.

“Help lay more ties out then we talk,” Applejack said as she started leading her best friend to the crew cars.






Canterlot Castle - Around the Same Time





Luna looked over the maps of the proposed railroad lines in her office. For some reason she couldn’t keep her eyes off the line that was being built to Mount Aris. “I don’t understand it. What is it about this area that makes it feel off?” she asked herself.

Just then there was a knock and Luna opened the door with her magic. In came her sister Princess Celestia. She smiled but then frowned upon seeing her sister’s face. ”Is this about the Mount Aris line? Obviously there’s something about it that troubles you.”

Luna looked down at the map and then nodded. “When I first came back here after my banishment I immediately started dream walking to see if my skills hadn't become rusty,” began Luna. “Ever since then I not only sense the dreams of our subjects but also any other form of life within our borders.”

Celestia nodded. “Yes, go on.”

“I sensed the dreams of individuals from this certain area,” Luna said, pointing to one area on the map where Applejack was. “But these dreams were different. It was as if something has been slumbering there almost in a coma like state. However I can’t exactly enter the dream let alone find the exact point in this area where the dreams are emitting from.”

“Have you thought of investigating this area at some point?” Celestia asked.

“It didn’t feel important at the time, especially since more problems arose, from Discord to the Storm King,” Luna responded. “I just hope whatever is sleeping there won’t be bothered by the railroad construction.”

“If something happens we’ll investigate together,” Celestia suggested. Luna nodded in agreement but deep down she still had an odd feeling about it. It was like this was something far bigger than her.






Railroad Camp - Later that night





The yellow locomotive stood in front of the black locomotive on the tracks. Despite performing excellently on today’s work, no one was able to find where it came from. Princess Twilight Sparkle visited earlier that day but even she doesn’t know who built it, where it came from or even who is really operating it.

Applejack was alone outside, she was hoping to get some fresh air before sleeping but she soon came across the machine that had been doing work for her. She approached it with a stern look. “So everypony is saying you're the future?” She asked.

The machine didn’t respond but Applejack continued. “I’ll have you know true goals are met with hardwork and determination. Steam and steel may carry passengers but it will never replace hard laboring muscle. It never will.” She then started making her way to the crew's sleeping car.

“I’m not here to replace you Applejack,” a voice sounded.

Applejack whooped her head back. “Who said that!?”

Suddenly there were the sounds of metal and steam hissing as the yellow locomotive began changing. Applejack looked up in horror as the yellow engine became a yellow bipedal robot with what looked like small horn tips on his head. “My name is Bumblebee and I'm here to help unite your world.”

“Dear sweet Celestia! This is a bad dream!” Applejack shouted looking up in horror.

Bumblebee however just slowly knelt down to the frightened mare. “I’m not here to harm you either. Me and my kind are called Cybertronians. We are peacemakers that want nothing more but to fight for what’s right.”

“Fight? Are you guys warriors or something?” Applejack asked calming down.

“Kind of we’ve been fighting an enemy who is bent on ruling through tyranny and we, or at least just me, want to help you reach your goal of uniting your nations.”

Applejack looked up still feeling a little intimidated but she slowly took in the knowledge that Bumblebee explained. She then smiled. “So you just want build friendship? I can respect a being that can value that and I somehow sense no lie in you.” She then lifted her hoof out. “Put ‘er there pal.”

“There?” asked Bumblebee as he pointed to her hoof.

“Shake the hoof of a hardworking bearer of harmony Bumblebee.”

Bumblebee carefully took her hoof and shook it up and down slowly. “Thank you Applejack.”

Meanwhile behind some trees two robots watched. Prowl just facepalmed in annoyance while wheeljack rolled his optics. “So much for robots in disguise, why is it always Bee?” Wheeljack complained.

“Either way we have to inform Optimus, let's hope Bumblebee doesn’t expose himself to more of these little ponies,” Prowl said.





Storm King Fortress - Around the same time





Three strange looking spacecraft flew through the night sky as two of them landed and transformed outside an abandoned fortress covered by snow. The last one opened a cockpit and Tempest jumped out before it also transformed. “What is this place?” asked Skywarp.

“The old storm castle, the halls should be big enough for you to walk in,” Tempest said as she pushed the huge doors open.

The inside was dusty and broken. “Looks like my old army wanted to ransack this place before fleeing. Let’s hope the old office still has the files.”

“What’s the importance of these files?” Starscream asked.

“They’re blueprints and schematics for current and future military projects the king had plans to use before he died,” Tempest explained. “Some of them were weapons capable of turning big mountains into small piles of rubble.”

“Fascinating…” Strascream grinned.

They soon found a large office. Inside was a burnt desk, a couple of chairs, and a destroyed painting hanging diagonally on the wall. Tempest walked to the painting before moving it to reveal a vault door. “I’ll have to search this area for a combination or we’re going to have to get more of your comrades to-”

But before Tempest could finish a loud pew sound was heard followed by a bang and a groan as the vault door slowly creaked open, Tempest then saw the massive melting hole that was once. Then she turned to the Decepticon known as Thundercracker who held a gun with smoking barrel. “Or that could work as well,” she said as she crawled inside and soon came out levitating several pieces of paper. 

Starscream carefully took one and looked at it. It was the drawing of an airship with cannons. “My my this looks primitive but maybe we can make it better.”

Starscream then looked around the place. “And maybe this place should be our own base of operations.”

“That's what I was thinking too. We should inform your boss, he was right to suggest using this,” Tempest said as she started to walk out of the room with Skywarp and Thundercracker following behind. 

Starscream remained where he was, his mind deep in thought. “And maybe this place will be my future capital when Megatron finally kicks the bucket,” he said to himself as he turned to leave the room and join the others.





Ponyville - Around the same time





Twilight sat in her room reading a book when Spike came in. “Hey Twilight, you got a letter from Applejack.”

Twilight rolled her eyes, “Please tell me its not another rant about that machine.”

“No it’s something about a new friend she made out there,” Spike said as he handed her the letter.

Twilight read through the scroll. She then turned to her assistant. “Spike, get some sleep, we'll be going on another trip to see AJ tomorrow.”
> Chapter 3: Bases and Secrets
> --------------------------------------------------------------------------


Railroad construction Site- The Next Day





A hot air balloon landed near the site where many ponies and a steam hammer worked. Twilight Sparkle hopped out along with five of her other best friends. Rainbow Dash looked around. “Geez that machine has got the tracks further than I thought.”

“Howdy y'all,” came Applejack’s voice as she approached her friends.

“Hello Applejack, Great progress you and the others are making,” Twilight said. “Keep this up and you should reach Mount Aris by the end of week.”

“It ain’t nothing sugarcube, you can thank the new friend we made.”

“And what new friend would that be darling?” Rarity asked.

Applejack said nothing but instead turned to the other workers. “Lunch Break!”

The other workers put down their tools and went inside the crew cars. Pinkie Pie was just about to follow them when Applejack grabbed her tail. “Not yet, I have to introduce you,” she said.

“But wouldn't your friend be eating inside the train?” Spike asked, confused.

Applejack said nothing at first as she approached the yellow locomotive. “Nope because he’s an outside guy and prefers a little privacy. Ain’t that right Bumblebee?”

“You talking to the engine? Wow you really lost it,” Rainbow said.

Suddenly much to their shock the engine began transforming. Bumblebee then stood up and looked down at his new friend and the others. “I wouldn’t say she lost it,” he said grinning.

“Dear sweet Celestia! What is that!?” Twilight asked in alarm.

“No need to be scared y’all. He’s a steam train, Cybertronian and a friend,” Applejack said.

“The name is Bumblebee, and we come in peace,” Bumblebee said.

“We? There are more of you?” asked Fluttershy in worry.

Bumblebee nodded before continuing. ”That is why we must leave while the crew is on break, my leader wants to meet with you all.”

“Woah woah woah,” Rainbow said, hovering up to the autobot’s face. “How do we know you’re not some evil alien that wants to kidnap and experiment on us?”

“If I was a Decepticon that would be the case but I’m not one of them, we are the good guys,” Bumblebee replied.

“It’s true we may have met last night but somehow I sense no lie in this one,” Applejack said smiling up at the yellow scout. “Now let’s go.”

The group hiked for a while back up the line until they reached a huge cave away from the railroad line. Twilight gained an ominous feeling as they went inside and soon saw what was the back end of the Autobot Ark. They were soon walking in where immediately the six mares and one dragon were greeted by the site of more big robots, many of them bigger than Bumblebee. Some looked like they had parts of locomotives and train cars attached to them. Others looked like they had strange glowing wheels, and glass on some parts of their exteriors. They were all either working on fixing the ship's components or were on computers but immediately stopped as they stared at the newcomers. A large red one with a bit of wood on his body approached. To the girls he looked like he could transform into a train car of some kind.

Ironhide looked down at the ponies and dragon. Then turned to Bumblebee with a look of confusion and slight annoyance. “I thought it was just one pony you revealed yourself too and what’s that scaly life form?” he asked, pointing to Spike.

“I’m a dragon,” Spike said, feeling intimidated.

“These six ponies are the legendary heroes of this land,” began Bumblebee. “Like us, they seek unity and peace.”

“How can these six little organics be heroes?” Wheeljack asked, approaching to get a better look. “Sure two of them can fly, but how can they take out monsters?”

“We have our talents, magic, and the elements of harmony,” Twilight said.

“Magic?” asked Wheeljack.

Twilight’s horn lit up and nearby a toolbox started levitating.With a purple aura around it. The autobots were impressed. “Interesting, is that all you can do?” asked Wheeljack.

“Questions will come later, for now we have a more serious issue,” a voice said and everyone turned to see a rather larger robot approaching.

The girls looked up at amazement at the newcomer. For some reason Twilight Sparkle felt calm with this newcomer. For some odd reason this taller one reminded her of Princess Celestia in a way. This taller bot had parts that would make anyone tell he could transform into a train. The newcomer knelt down and stared at the seven lifeforms. “Are you Twilight Sparkle, the element of magic and Princess of friendship?”

“They know your name?” whispered Pinkie.

“Yeah…” Twilight replied.

“My name is Optimus Prime, we are robotic warriors from the planet Cybertron. But you can refer to us as Autobots for short.”

“Wait warriors? Why are you here? You’re not here to enslave us like the Storm King are you?” Rainbow said, flying up to Optimus’s face.

“No, that would be the goal of our enemy the Decepticons led by the ruthless Megatron.”

“Megawhat?” Pinkie asked.

Optimus turned to another Autobot at a computer and nodded. The Autobot known as Ratchet pressed a button and the screen showed the girls images of what looked like a war in a city made of metal. “Our world was once peaceful,” Optimus began. “We Cybertronians lived in harmony. But that was before a former gladiator known as Megatron rose to power and believed a path to preserving and reproducing our resources was to conquer worlds and utilize their own resources to make energon, our life blood and fuel. But the high council forbade it. But that didn’t stop him from gaining support and soon an army.”

“And that’s how your war started?” asked Twilight.

Optimus nodded in sorrow. “A war that lasted centuries and slowly consumed our planet. We soon decided to leave to find a better life only for our enemy to follow us. We are unsure if they are on your planet or thought this world didn’t have the resources they needed. Because if they were here and online, you would most likely be their slaves.”

The girls were silent taking in this information. Optimus continued, “we are few but strong warriors we want nothing more but to preserve freedom and one day reunite with our brothers and sisters. Who might be taking refuge either on other planets or amongst the stars.”

Twilight was silent for a while before she stepped forward and took a deep breath. She then looked up to Optimus’s optics and held out her hoof. “Well as the Princess of Friendship I would like to welcome you and your kind to Equestria.”

Optimus carefully took her hoof and slowly shook it. “Thank you, your majesty.”

“Please just call me Twilight,” she said.





Decepticon Fortress - Around the same time





The former home of the Storm King had many things removed. Anything that was related to the storm creatures, whether it being flags or paintings, were destroyed and replaced with flags of a strange triangular insignia. Megatron was inside sitting on a makeshift throne. With him was Tempest Shadow, Grubber, and Starscream. “I can understand your need for a base on the surface but why do you insist I don’t try and give you an audience with the ruler of this land? In fact why have this so far from civilization” Tempest asked.

“Secrecy is an important asset to us at this moment. I don't know how advanced your nation’s technology is but the idea of aliens living among your kind might result in panic,” Megatron replied. ”Besides, this location is perfect for us to test out the flight technology you provided us without much detection. However, we can't progress our research without my chief scientist, Shockwave.”

“Shockwave?” Tempest asked.

“Yes, he was a valuable friend of ours,” Megatron began, his voice now filled with sorrow. “He was our brightest mind, always thinking with the logic of his head. I fear he may be lost or even worse, possibly offline. But if we can recover his remains we can salvage his mind and put it in one of our computers.” He then looked down to Tempest. “If you can help my seekers find him, you will prove yourself a very worthy ally.”

“How did he get lost?” Tempest asked.

“When our ship crash landed on your planet long ago, it broke apart in the air. One big part was an onboard laboratory. Last thing I saw was Shockwave running into that lab to get something, probably his top secret project,” Starscream answered. “No one saw him run out and into a stasis pod like the rest of us.”

“There are so many places to look, many of which are untouched by any form of society,” Tempest said before grinning. “But I promise I will find your friend.”

Megatron smiled. “I know I can count on you for this task. Now go outside and wait for Starscream. Your search for him begins immediately.”

“Yes sir. Come on Grubber,” said Tempest as she and her companion left the room.

Starscream turned to his leader. “Nice acting my lord. Even I was convinced your emotions were genuine.”

“She must think we are like our enemies. However, the moment she starts to question things or even encounter an Autobot, exterminate on site,” Megatron ordered.

“Yes mighty Megatron,” said Starscream as he left the room to join Tempest and his seekers.





Autobot Ark - Half An Hour Later





The mood on the ark could be described as tense as some ponies and a dragon stood on a platform simply observing the autobots. They didn’t know what to truly make of these visitors but on the other hand they are thankful to not be hurt by them. A few awkward minutes later a door opened and soon all turned to see the approach of Optimus Prime with Twilight Sparkle riding on his shoulder. “Autobots, I have some news,” he began. “After careful negotiation and consideration with Twilight Sparkle, we have a new mission.”

“Yes! No longer will we be cooped up in here!” Cheered Sideswipe as he pumped his metal fist.

“When do we roll out?” asked Sunstreak.

“That is yet to be determined,” began Twilight. “Until I can talk with Princess Celestia and Luna we need you to keep your activity to a minimum. Should you go into places with a heavy population you are to remain in alt forms unless absolutely necessary.”

“What? We’re still sticking with disguises?” Ironhide asked.

“While my country may be on the threshold of new technology, some of which coming from another world entirely, the ideas of aliens living among us could result in fear. Our nation was just recently attacked by outside forces,” Twilight said. “Some of you will be part of the railroad as prototypes of new locomotive and rolling stock designs. While the rest of you will keep your original alt forms since there are many places not accessible by rail. We have just now started an industrial revolution with my railway project.”

The many Autobots silently agreed. But then Ironhide raised his hand. “Are we at least gonna patrol for any Decepticon activity?”

“We can’t confirm any Cybertronian activity until our instruments are fixed,” explained an Autobot named Hoist.

“I can help with that, consider this my first lesson into your technology,” Twilight said.

“Very well, you will learn under Perceptor's, Hoist’s and Wheeljack's knowledge,” said Optimus as he now turned to Bumblebee and Applejack. “As for you two I think it's time you get back to work.”

“Landsakes he’s right! Lunch time is almost over!” Applejack exclaimed as Bumblebee quickly scooped her up and began running out of the ark.

“Be on your guard Bumblebee!” Optimus hollered to his scout.

“Don’t worry sir I will!” Bumblebee called out.





An Unknown Place - Around the Same Time





In a dark place a figure worked. His single yellow optic paying close attention to his work as he welded pieces together. At one point he turned to a large glowing cylinder that illuminated the dark room. “Vitals are looking stable,” the Decepticon said.

Shockwave has simply lost track of the time he’s been on this planet. All he could do was take comfort in the fact he is still online and that the solitude has allowed him to work in peace. But all the same he longed for the company and hoped whatever discoveries he made, they would make Megatron even more proud of him.

After a few more minutes he stopped welding and took a moment to view a monitor that displayed dozens of images. Most of them showing ponies doing mundane tasks but one image stood out amongst them. Six little mares floating in the air, five of them wearing necklaces and one wearing a crown of some kind.

He then began typing on a keyboard while talking to himself. “Research log 1023, So many years have passed and hardly much has changed. Even after an even bigger attack by a monster dubbed, The Storm King, the nation was quick to recover. It still makes me wonder if an upfront attack on these Equestrians is even worth a risk.” He paused before continuing. “This is the first time my thoughts are conflicted about exposing myself to these life forms. Is there even a chance they will even help me understand this world better?”

Shockwave paused again this time looking down at his one hand and his gun. He then looked at a picture of a zebra wearing gold. “Perhaps a soft approach to the local life form of this particular area would be logical. She was once shunned by the society but then accepted. Maybe she can help me as I feel I could use a lab assistant. Shockwave out.”
> Chapter 4: Scientific Breakthroughs
> --------------------------------------------------------------------------


Everfree Forest - Later That Day






Zecora traversed the Everfree Forest with a saddlebag of plants and strange fruits she gathered from within the forest but she was not alone. Three little fillies with her. They were known as the Cutie Mark Crusaders. They too had small saddlebags on them as they followed the zebra. Zecora looked down to her three little friends. “I really should thank you three, for your help I should reward you with tea,” she said in rhyme.

“It’s no problem Zecora,” Applebloom said.

“We’re just happy to help,” added Sweetie Belle.

“How much further is it to your hut?” Scootaloo asked.

“Shouldn’t be too far away,” Zecora started. “But we must hurry, this forest we must not stay.”

They continued on but for some reason Applebloom had a feeling they were being watched. It wasn’t long before the others felt it too. A few moments later Scootaloo sniffed then gagged. “Gross! Is there a skunk nearby?” 

Applebloom sniffed before her eyes widened. “That’s no skunk. I know that smell.”

Zecora stopped as her eyes scanned her surroundings with worry. The group then saw a pair of glowing eyes coming from the trees, followed by a growling sound. “Is that a T-Timberwolf?” Sweetie Belle stuttered.

Zecora's scared look soon turned into a look of determination as she reached into her bag and pulled out a potion. The wolf of wood just stared at the bottle then let out a howl. Soon more of them started appearing. Zecora got scared again which made Applebloom confused. “Shouldn’t that potion get rid of them?”

“This potion is meant to take apart one,” she began before looking at the pack surrounding them. “This won’t destroy a ton.”

Scootaloo turned to Sweetie Belle with a look of desperation. ”Please tell me you’ve learned more magic.”

“No, please tell me you can finally fly,” Sweetie Belle said desperately.

The group huddled together as the pack slowly crowded around them. Zecora looked down at them in sorrow. “I’m sorry for dragging you three here, I didn’t think close to my home, they would appear.”

Applebloom looked up. “Its okay Zecora maybe we can still-”

BOOM!

The group were taken aback in shock by the sudden explosion as one of the Timberwolves was reduced to a pile of burnt wood. The other wolves looked on in shock as something slowly started emerging from the trees not too far away. To the girls it looked like some kind of purple tank.

The tank fired again, destroying two more wolves. The pack then ignored the ponies and Zebras and started descending upon the tank. All the girls could do was watch as the wolves began trying to naw and scratch the machine. “What kind of tank is that?” Sweetie Belle asked.

“Maybe a new design by the royal guards or something,” Scootaloo said.

“Whatever it is, it saved us,” Applebloom said.

Suddenly much to their surprise the tank then started changing. One moment it was a tank the next moment it was suddenly a standing giant with one yellow eye and a cannon for one of its arms. It then began attacking the wolves either by stomping on them or blasting them with its cannon. It looked down to the remaining few. “Your choice to attack me was most illogical,” it said.

The last few wolves growled before retreating. Shockwave then looked at the four equine creatures still standing. He approached them slowly. They felt intimidated, especially by the gun still smoking. Shockwave then knelt down getting close to them. “Greetings lifeforms,” he began. “I am Shockwave and I am a Cybertronian. I want you four to come with me.”

“W-why?” asked Sweetie Belle, still feeling scared.

“Because I want to speak with you. I’ll explain as soon as we get to my lab.”

The four wanted to argue but they felt like if they didn’t do what they said or even try to run away, they would be shot. They soon followed the tall robot to what Zecora thought was an unfamiliar part of the forest. They soon came across a strange structure that looked like a destroyed building made of metal. A pair of sliding doors opened and Shockwave gestured them inside.

The four entered with caution. They all took a moment to look around seeing the many science instruments. To the three fillies it reminded them of Twilight’s lab. Scootaloo found herself walking to a large glowing cylinder that was filled with a green glowing liquid. She lifted her hoof to try and touch it but Shockwave spoke up without looking away from a computer he was working with. “Don’t touch that. That’s a very sensitive project.”

“Sorry,” Scootaloo said as she quickly rejoined her friends.

“Are you some kind of robot scientist?” asked Applebloom.

“Yes,” Shockwave replied. “I’ve been observing your world for a long time.”

“How long?” Sweetie asked with worry.

Shockwave just typed with his one hand and soon dozens of images appeared on the monitor. to the shock of the four, there were images of various scenarios that looked familiar. The banishment and return of Nightmare Moon, the wedding in Canterlot, Tirek’s attack, Twilight’s ascension to an alicorn, the Equestrian games, and of course the recent Storm King invasion. “A long time,” he replied.

“What are you really?” Scootaloo asked with a fierce scowl. “Some kind of invader or are you a spy?”

“I prefer the term, observer,” said Shockwave. “But I will admit I’ve also seen some of your escapades when you were described as a blank flank.”

Applebloom cringed as that brought back a few bad memories of how Diamond Tiara used to act. Shockwave continued, “and I’m aware of your inability to fly as well as your fellow pegasi.”

“Oh now you’re really starting to annoy me,” Scootaloo said, getting more angry.

“I didn’t intend to but what would your reaction be if I told you I can make it possible for you to fly?” Shockwave asked, earning a look of surprise and confusion from the orange filly.

“You can do that?” Scootaloo asked.

“Scootaloo this looks too good to be true, maybe we should leave,” said Applebloom.

“If you don’t trust me, then at the very least let me escort you all out of the forest after we drop off Zecora,” Shockwave suggested.

“That seems fair but be warned whatever you’re really doing here I trust you beware,” Zecora said looking up to Shockwave with a look of judgment.

Shockwave nodded and transformed back into a tank. After dropping off Zecora and her bags the three fillies and Shockwave soon found themselves on the trail leading back to Ponyville. Shockwave however stopped just on the edge of the forest. “I fear your town may not be ready for my kind. I hope you understand.”

The three fillies said nothing but just walked off still feeling conflicted about the new visitor. All except one. Three were soon near the town entrance when Applebloom noticed Scootaloo was lagging behind. “Scootaloo, you coming?”

“I’ll see you two tomorrow. I just remembered I had an errand run to do for my aunts,” Scootaloo replied.

The two shrugged and went on their way. Scootaloo just instead raced back to the forest where the tank was just starting to turn around. “Wait!” Scootaloo called.

Shockwave stopped and his turret turned to the approaching pony. “You said you can give me a stronger flying ability? How?”

“Just a small simple procedure. I spent years studying your kind by observing the hospitals,” explained Shockwave.

Scootaloo was silent before responding. “Can you really do it for me?”

Shockwave paused for a moment then turned his turret back in the direction he’s facing. “Hop on.”





Autobot Ark - Later That Evening





“Come on Twilight, you’ve been working on that all day,” complained Spike as he watched Twilight work on some kind of electric panel.

“Don’t worry as soon as I finish this last adjustment we can go,” Twilight said as she closed the panel door.

“Now let’s see if this works,” Perceptor said as he pressed a few buttons.

There was a low humming and a faint buzzing and just like magic many panels lit up and even more monitors than before started turning on. “Perfect, the energon detection signal is working as well as some of the ship’s ground bridge circuits.”

“Ground bridge?” Twilight asked.

“It’s a form of transport that utilizes space bridge technology,” began Wheeljack. “Remember our brief lecture about Space Bridges?”

Twilight nodded before Wheeljack continued. “Well this is a smaller scale of a space bridge except it only goes to certain spots on your planet. In other words it has a limited range.”

“Just like our detection,” began hoist. “Our instruments can only pick up signals at certain parts of your nation. It looks like it can’t go beyond the border.”

Twilight looked  up at a monitor that had a map of most of Equestria. She saw a small dot not too far from the Ark and assumed it was Bumblebee. She then noticed another dot. “Wait if Bumblebee is over there, then who's that right there?” she asked, pointing to what could be the Everfree forest. Optimus Prime approached the monitor. After taking a look he turned to Hoist. “Can you identify if it’s one of our own?”

“No Optimus, I’m afraid our instruments are still too damaged to detect faction as well,” Hoist explained.

“Hmm… then maybe someone should investigate.”

“Hey, that's close to our home. How about we all go there? It’ll save us time and spare us from a long balloon or train ride,” suggested Pinkie.

“Very well since there is no rail access I can send anyone,” Optimus said as he turned to two of his soldiers. “Red Alert, Inferno, I want you two to accompany the ponies and the dragon and investigate the signal. Wheeljack, activate the ground bridge.”





Everfree Forest - A few Minutes Later





The glowing green portal appeared and eight figures emerged. The ponies took in thirty surroundings. Rainbow Dash looked back at the portal. “That is an awesome way to travel,” she marveled as the portal vanished.

Inferno looked down at a device he was carrying. “Looks like the signal is coming from a few clicks down that trail,” he said as the group began walking.

Red Alert looked nervously around as he held a rifle. “I have a bad feeling about this.”

“Just stay close,” said Inferno. He suddenly felt Red Alert clung to him like a scared cat. He shoved him away. “Not that close!”

Fluttershy flew up to Red Alert’s head. “Oh are you scared?” She asked softly. Red Alert nodded.

“Don’t worry, it may look scary but you have friends to help you,” she said warmly. “Want me to stay close to you?”

Red Alert nodded as Fluttershy perched herself on his shoulder. Red alert immediately felt better. The group then continued on. The device Inferno held started beeping. Inferno looked down and raised a brow. “Strange, there are now two energon signatures. One weak and the other strong.” His eyes widened as he looked down the trail. “And the weak one is coming our way fast!”

A few seconds later a small streak of orange flew by. “WOOHOO!” came a yell.

Rainbow’s eyes widened in shock as she recognized the color and the voice. “Scootaloo!?”

Indeed it was Scootaloo as she zipped through the air with what looked like metal extensions on her wings that came with tiny turbines. She was zipping through the air like there was no tomorrow. “THIS IS AWESOME!”

Suddenly she crashed into something soft and furry. She then looked up to see a surprised and concerned Rainbow Dash. “Squirt? What happened to you? And where did you get all this?” She asked in alarm gesturing to the metal on her. She was also bringing her back down to the ground.

“I’m okay Rainbow, this cool new friend I made gave me all this and now I can fly as awesome as you,” Scootaloo explained, smiling wide.

“What new friend?” she asked calming down a little.

“This giant robot in the forest, he saved me, my friends and Zecora from timberwolves,” she explained as she now noticed the two more robots. “Oh hey are you his friends?”

“Wait a minute did this robot say who his name was?” Red Alert asked in a slight panic.

Scootaloo was confused by his panic expression but answered anyway. “He said his name is Shockwave.”

Red Alert and Inferno gasped. ”Shockwave!? Here!?”

“Yeah?” Scootaloo asked, still confused.

“Guys what's wrong?” Twilight asked.

“He’s a Decepticon, more specifically, Megatron’s chief scientist!” Red Alert exclaimed, earning a gasp from the others minus Scootaloo.

“We have to find him now!” said Inferno as he and the others ran deeper into the forest leaving Scootaloo alone and confused.

Meanwhile Shockwave was working on what looked like a robotic skeleton. He was soon talking to himself. “Hmm… The Cyberfusion experiment was a success and the subject is in high spirits. Perhaps the next phase will yield greater results.”

Suddenly he heard a banging noise followed by an explosion as the doors to his lab burst open. “Alright Shockwave don’t move!” a figure yelled.

Shockwave turned and to his horror were two Autobots. “I thought you were all in permanent stasis or at least destroyed,” he said as he began firing at his two intruders.

Red Alert and Inferno jumped to avoid getting blasted. Shockwave then blasted a glowing cube that exploded creating a hole in his wall. He then ran out through it.

“He’s getting away!” Red Alert said as he transformed into a red and white car and started chasing after him.

“Inferno to Optimus Prime, we have a situation!” 

Meanwhile outside a strange looking robotic bird was watching the scene. Laserbeak then opened his wings and took off before anyone could notice him.
> Chapter 5: Betrayal
> --------------------------------------------------------------------------

Shockwave traversed the forest as fast as he could in his tank form. He tried reaching out to any of his fellow cons but there was no reply. He soon bursted through some trees but suddenly came to a screeching stop and transformed as he was now in between the forest and a gorge beneath him. He then turned only to see Red Alert and Inferno standing behind him with their weapons aimed. “Alright Shockwave you’ve taken your last step,” said Inferno.

More rustling came from the trees and bushes and suddenly as if by magic more Autobots appeared with their guns aimed at the Decepticon. Five ponies also appeared. To the scientist’s surprise it was five of the six local heroes he observed. From his logic he knew the bearer of honesty was missing, but he knew he couldn’t take them all. Shockwave raised both his hand and his arm that had a gun instead of another hand. Suddenly from the bush came a certain orange filly flying out and getting in front of him. “Wait!”

Everyone stopped and looked on in confusion as the filly with metal wings hovered in front of them. “What’s the big idea firing at this guy? He helped me with my wings!” Scootaloo snapped.

Ratchet stepped forward, his gun still aimed at Shockwave. “Young lady, this Decepticon has done terrible things on our home planet.”

“Scoots, get out of the way. He’s a bad guy like in those Daring Do books we read,” Rainbow said.

“What do you mean? He gave me these better wings.” Scootaloo said.

“Yes because he’s a mad scientist who uses others for his twisted experiments,” explained Sideswipe. “And he used you as a recent lab rat. It’s a miracle you survived. ”

Scootaloo stammered, she looked back at Shockwave then back to the Autobots. “But he-”

But before she could argue a strange sound was heard everyone looked up and saw two strange aircraft in the sky. Optimus’s eyes widened. “It’s Skywarp and Thundercracker!”

The aircraft came down and began shooting laser beams at the ground. Rainbow Dash and Fluttershy acted quickly and grabbed Scootaloo and ushered out of harm's way. All Scootaloo could do was look back at Shockwave who was now fighting back against the small army.

The Ponies and Spike quickly retreated further away from the battle. Optimus made sure to take a headcount of all his soldiers present. Ironhide, Red Alert, Inferno, Sideswipe, Sunstreaker, Ratchet, and Tracks fought as hard as they could but the jets were fast and so was Shockwave’s dodging. 

Suddenly Shockwave lost his balance on the gorge and fell backwards only to suddenly find himself caught by two more flying Decepticons. “Novastorm and Slipstream, how lovely to see you ladies again,” he said to the hovering female seekers.

“Don’t be a charmer,” Said Slipstream deadpanned.

“Flattery will only get you far doctor,” Nova Storm grinned.

Soon all four of the seekers retreated with the Autobots still firing as they left. “Well we can confirm the Decepticons are here and are online,” said Tracks.

“Let's get back to Shockwave’s lab and salvage what we can,” ordered Optimus.

Meanwhile back at Shockwave’s lab another figure combed through the destroyed lab. The tall changeling looked up at the metal skeleton and grinned. “This should do me nicely,” Chrysalis grinned.






Decepticon Fortress - An Hour Later





The seekers, Shockwave, Grubber, and Tempest Shadow entered the new metal doors of the fortress. Tempest didn’t know about the battle they endured as she, Grubber and Starscream had been flying somewhere else. Megatron was there to greet them inside. Shockwave immediately bowed down to him. “Lord Megatron, I live to serve you.”

“Shockwave, our good doctor,” Megatron beamed. “It is so good to have you back with us. I assume your isolation has given you plenty of research opportunities?”

“Yes my lord, in fact I wish to transfer as much data that I have in my mind now to Soundwave’s drive if you don’t mind.”

“Of course he’s setting up our new research lab down the hall,” Megatron said, pointing to a hallway.

Shockwave left, giving Tempest Shadow a nod as if he was silently thanking her for aiding in the search and rescue. Tempest looked up at Megatron. “Forgive me Lord Megatron, me and Starscream weren’t the ones to find him as that honor belongs to-”

“Don’t worry yourself Tempest, Skywarp briefed me on his flight back. What matters is that you tried. Now get yourself cleaned up and get some rest, we have much to do tomorrow,” he said.

Tempest bowed as she gestured to Grubber to follow. After she was out of earshot Megatron turned to Starscream, his expression serious. “I assume she suspected nothing?”

“No she hasn’t. If anything I’m more concerned about Shockwave,” said Starscream.

“What do you mean? How many Autobots were there?” Megatron asked.

“A whole platoon but I think there's more to this than meets the eye.” 

Before Megatron could ask another question Laserbeak swooped in through an open window and perched himself on Megatron’s waiting arm. “Well if what you say is true, then maybe Laserbeak can vouch for that. Soundwave! Review Laserbeak’s footage!” Megatron ordered a large bot that was already approaching him.

“At once Lord Megatron,” Soundwave said in an electronic sounding voice.

Meanwhile in the research lab, Shockwave was looking through the tools. It was only just a few seconds ago he managed to transfer some of his data to Soundwave so there was no need for him to worry about forgetting anything. However as he worked he felt off.

He felt confused about why his mind felt occupied. His mind went back to when he was performing his operation on Scootaloo. When he was prepping Scootaloo for the procedure he would answer any questions she had. To him it felt nice sharing his logic with a curious mind. In fact after Scootaloo woke up and tested her new wings she actually hugged Shockwave’s face. For some odd reason he felt different. Like a warm feeling in his spark.

“What is this feeling?” he asked himself. 

He attempted to shake it off but then a voice came on a nearby speaker. “Shockwave, come to me at once!” Megatron ordered.

Shockwave placed down the tool he was examining and walked out. He arrived in Megatron’s throne room where many Decepticons were there holding weapons. “Ah Shockwave, my most loyal scientist. You are loyal aren’t you?”

“Yes I live to serve-”

“NO! You’re a traitor!” Megatron snapped, earning a flinch from Shockwave. Megatron then pointed to Soundwave as the screen on his chest played footage of him shooting at Timberwolves, saving Zecora and the crusaders. It also showed him getting a hug from Scootaloo. To his horror he saw himself returning the hug with his one hand. He didn’t remember giving her a hug. “And you can’t deny it,” finished Megatron.

“How did you-”

“Laserbeak found you and reported your coordinates to the Seekers,” Megatron began. “I ordered him to stay put and document your interactions in order to plan accordingly and lo and behold my scientist, who never lets feelings cloud his logic, has gained feelings. It’s clear your time alive has made you soft like Prime.”

“If I may add Mighty Megatron,” Starscream began. “I think it's also the fact he didn’t bother to come look for us that he thought being a Decepticon wasn’t worth it. His notes date back to the time we crashed landed here.”

“Yes, and to add more insult to injury it seems you didn’t even bother to purge your lab of sensitive material,” Megatron said pointing to Soundwave again. This time it not only showed footage of the Autobots taking away the giant cylinder but it also showed footage of a strange black creature taking away his robot skeleton before the Autobots arrived.

Shockwave may not have a complete face but Megatron could sense the fear building inside him. Shockwave didn’t know what to think. But he now knew what would happen. His optic darted around seeing his fellow cons having weapons pointed at him. He then saw a stained glass window behind Megatron’s throne. He then remembered one of his own weapons. “In that case I know a logical way to solve this,” he said as he pointed his gun up and instead of a laser, smoke fired out like a fog machine. It quickly engulfed the room making all the cons fired randomly.

“Where did he-” but before Megatron could finish he felt a great shove followed by the sound of glass breaking.

Megatron looked back and as the smoke cleared he saw the window behind him broken. He then saw Shockwave hit the ground, transformed, and drove off. Starscream quickly got to the edge of the window and prepared to jump when he felt a hand on his wing. “No,” said Megatron. “Let him run like a coward. Besides, we have plenty of his notes on Soundwave’s drive.”





Autobot Ark - The Next Day





Optimus Prime looked down at the orange filly while kneeling, with him was Twilight Sparkle, who was perched on his shoulder. After the events of last night, Optimus arranged for Scootaloo to come to the Ark the next morning to discuss Shockwave. “And you’re absolutely sure this happened?” he asked.

“Yes,” she said. “Look, I don’t know what he did but maybe after all this time he might’ve changed.”

“Well, what you described is not Shockwave’s normal behavior, but why would he change like how you’ve described?” Optimus asked.

“He’s been watching this society grow and develop for centuries,” Twilight began. “Maybe he’s observed what friendship could really be like. Time does have a way with changing things.”

“If that was the case he would’ve flocked to our side or just easily surrendered, maybe Red Alert and Inferno can better explain,” Optimus said.

But before any more words could be exchanged they heard the sound of three giant footsteps. The three turned to see Bumblebee and Ironhide with, much to their surprise, Shockwave with both of his wrists in chains. “Move it prisoner!” Ironhide snapped as he pushed the Decepticon down to his knees.

“No need to use force,” Shockwave said.

“We found him not too far away from the construction site. Applejack managed to create a distraction long enough for us to get him out. But he just came willingly,” Bumblebee explained.

Optimus, Twilight, and Scootaloo looked down at him. With confused and alarmed looks, as did the other Autobots. Shockwave looked up at the Prime and sighed. “I’ll tell you everything you want to know. I want to be on your side.” 

There was a long pause before Ironhide grinned. “On our side?” he asked before letting out a laugh. “And I was hanging with Constructicons at  Maccadam's Oil House.”

Optimus raised his hand silencing Ironhide and looked down at Shockwave. “Shockwave, why do you want to join us?”

“There are many logical reasons I can give but for one Megatron saw what I did and assumed my time on this planet has made me unworthy of serving the Decepticon cause,” he began before noticing the huge cylinder that Perceptor was analyzing before his arrival. “You also seem to have one of my top secret projects.”

“See, he’s just in it to get his stuff back,” Ironhide said. “And I bet that whole thing about being unworthy is just a charade.”

“No, I swear upon the Allspark and Primus it's the truth. I didn’t even know they were here or even online,” Shockwave pleaded. “Laserbeak recorded my interactions with the ponies, especially that one.” he said gesturing to Scootaloo. “When he saw it, he assumed the worst.”

“He’s right, he did save us from the Timberwolves,” Scootaloo said looking up to Optimus and Twilight.

“I still don’t trust him Prime, it could be a trick,” Ironhide said.

“If he was still like his usual self then he would’ve allowed the wolves to eat them and examine their remains,” Bumblebee thought aloud.

“Buddy don’t tell me you’re buying what this guy is selling,” Ironhide said to his short ally.

“I’m just trying to keep an open mind,” said the scout.

“Please.” Shockwave continued. “I don’t care if you don’t believe me. Just don’t send me back out there. Megatron most likely has me on his target list now.”

There was silence as Optimus and Twilight looked at each other. It was like they were communicating telepathically. After a few tense moments Twilight nodded and Optimus turned back to the Decepticon and broke the chains bounding his wrists. “Considering our limited resources and your actions, we will give you a chance to prove yourself. Until further notice you are to be under strict watch and supervision and you will tell us what you know, especially this project here.” Optimus said, gesturing to the cylinder as he finished.

“He can’t be serious,” whispered Sunstreak to Sideswipe.

“I won’t let any of you down, I promise,” Shockwave said looking at the many Autobots that gathered.

“Pinkie promise?” Scootaloo asked as she hovered up to Shockwave.

“Pinkie promise?” Shockwave asked in a confused tone.

“Yeah just repeat after me, cross my heart,” Scootaloo said as she crossed her chest with her hoof.

“Cross my heart,” Shockwave repeated while copying the gesture with his hand.

“Hope to fly,” Scootaloo continued.

“Hope to fly,” Shockwave repeated.

“Stick a cupcake in my eye,” finished Scootaloo as she placed a hoof in her eye while closing it.

“Cupcake? Oh I mean Stick a cupcake in my eye,” Shockwave finished as he opted to poke his only optic with a finger.

Scootaloo smiled as he gave the now former Decepticon a hug on his chest. Shockwave actually returned the gesture, much to the surprise of the other Autobots.

Optimus looked towards Twilight and whispered. “I hope this magic of friendship will be enough to help us against Megatron.”

“It never failed us once,” Twilight said, smiling at the scene before her.
> Chapter 6: Win and Lose
> --------------------------------------------------------------------------


Decepticon Fortress - Later That Morning





Tempest Shadow wandered around the fortress being mindful of the Decepticons and making sure she didn’t get in their way. She rounded a corner and there, by a large doorway was Grubber. The little pug-faced hedgehog looked concerned as it looked like he was trying to listen in on some conversation. Tempest, feeling confused and concerned, walked over to him. “What are you-”

Grubber immediately turned to her and put a finger to her mouth. “Shhhh.”

Tempest went silent and attempted to peer into the room. There was Megatron looking down at two locomotives. One was big, purple and had eight big drive wheels. The other was small, green, and had a bigger plow on the front. Megatron grinned as he began talking. “This will be the greatest advantage in my grand scheme. Tempest supplied us with more than enough information we can use to conquer this world and build an even stronger empire.”

Tempest’s eyes widened. She thought Megatron was good. Megatron looked down at the purple locomotive. “You Astrotrain will be having the biggest role and leading the train of our kind to Manehattan where we will have control over much of the nation’s infrastructure,” Megatron said before turning to the Green locomotive. “And you Bonecrusher will lead your Constructicon train and build us a path as well as our new infrastructure.”

Both locomotives transformed and bowed to their leader. “Yes Lord Megatron,” they both said in unison.

“That Tempest Shadow was useful to me and now she will have to make a choice. Forever be an outcast of her people as an unforgivable soul or remain with me and live to be my obedient pet,” Megatron grinned.

“And what about the Autobots?” Astrotrain asked.

“With our weapons, our plans, and information supplied by Tempest and Shockwave, we have a higher chance at Victory,” Megatron said before letting out a dark chuckle.

Tempest and Grubber attempted to step back only for Grubber to trip and let out a yelp. Megatron immediately stopped laughing and turned to the room entrance. “Who's there?”

Tempest helped Grubber up and attempted to run only to suddenly bump into Soundwave’s leg. Soundwave looked down. “Alert, We’ve been compromised.”

Grubber and Tempest started to run away, passing Megatron as he stepped out of the room. Soundwave then pressed a button on his shoulder and his chest opened. “Ravage, Laserbeak, eject! Operation: Security Breach!”

Two strange looking cassette tapes popped out only to transform into a bird and a panther. Ravage immediately leaped into the air and pinned Grubber to the ground. Laserbeak nearly caught Tempest but the broken horned unicorn shot a beam at him forcing him to crash land.

Tempest ran but looked back only to see Megatron pick up Grubber. He pointed his arm cannon at the hedgehog. “Stop right there Tempest.”

Tempest immediately stopped and turned to the Decepticon leader, her horn glowing bright. “Let him go!”

“I’m afraid I can’t do that. He’s seen too much, you both have,” Megatron said darkly.

Tempest’s horn stopped glowing as she sighed and looked up to Megatron. “What do you want?”

“Only for you to continue serving me and I’ll…consider sparing your eavesdropping friend,” Megatron said.

“She won't listen to your orders!” Grubber shouted. But that earned him getting a tighter squeeze in Megatron’s fist. Grubber screamed as he felt the pressure increase.

“No! Let him go! I'll do anything,” Tempest pleaded.

Megatron grinned. “I knew you’d see it my way,” he said as his cannon glowed and pointed at the frightened Grubber. “But assurances have to be made.”

Tempest once again looked up in fear. “No! You said you would-”

“I said I would consider sparing. You really should learn to listen,” Megatron said as his cannon fired.

Grubber shrieked as his body was reduced to nothing but ashes. Tempest watched as his ashes fell to the ground like snow. Her emotions were now filling up with one thing and that was rage. Her horn glowed brighter than before as she fired a beam at Megatron knocking him off his feet. Tempest then turned and ran.  Megatron groaned as he got up and saw the unicorn running. “All Decepticons find Tempest and eradicate her!”

The entire fortress was on high alert as the many Decepticons searched all over for Tempest. Fortunately Tempest Shadow knew every in and out of the place since it was previously the Storm King’s so she was able to hide in many small places. Of course she was nearly caught a few times but she was able to evade and eventually escape.

All Tempest could do was run. She found herself a good distance away and stopped to catch her breath. Now that she was gone all she could do was think. Soon the thought of Grubber came to her mind. Her sidekick and friend was gone. A tear started to slither down her face. “What have I done?” she silently asked herself.

Suddenly the sound of a jet came to her ears and she perked up in fear as she saw a familiar aircraft hovering in front of her. She recognized the colors and knew it was Starscream. Tempest was about to fire a beam when Starscream spoke. “One day Tempest you will come to your senses and soon know when it will be time to decide who your loyalty lies with.”

Tempest looked up in confusion. “Between Megatron and my friend Twilight Sparkle?”

“No, Between Megatron and me,” said Starscream.

Tempest was surprised by this. Starscream then started hovering around her as if he was taunting her. “I think it’s best for you to consider your options. Let’s face it, Equestria will never allow you into their society. The number of friends you have doesn’t come close to the number of ponies and other species that hate you.”

Tempest just sat on her haunches listening to the seeker. “Besides, Megatron is foolish to even consider a direct attack without proper planning. If I were you I would think long and hard about this.”

There was a long pause before Starscream continued. “You better start thinking because the things we have planned for this world will happen sooner than you think,” he finished before flying away leaving Tempest alone with her thoughts. She really did have a lot to think about.





Somewhere Not far from Mount Aris - An Hour Later




 

A royal chariot being pulled by two pegasi in armor landed near the track construction site. The ponies on board stepped out. The many workers stopped and bowed to the royal sisters. Are you sure this was a good idea Luna?” Celestia asked her sister.

“Yes the dreams have gotten stronger and I have a feeling we may find the source besides,” she then pointed to the yellow locomotive ahead of the train. “That is one peculiar looking locomotive.”

The two sisters approached the locomotive only to find Applejack not only near it but she appeared to be oiling the pistons. Applejack turned and bowed to the royals. “Howdy there your majesties.”

“And a good morning to you too, Applejack,” began Celestia. “I can see the construction here has picked up speed.”

“Tell us, this wouldn’t happen to have anything to do with strange occurrences around this area would it?” Luna asked.

“You might say that but did Twilight give you any information about the big reason why?”

“No, she said it would be better for us to see it,” Celestia said.

“Well in that case I’d be happy to show you but it would have to wait until lunch time,” Applejack said as she went back to oiling the pistons.

“Very well,” Celestia said as she and her sister turned and walked back to talk to the other workers.

A while later Applejack called for a lunch break. As the workers went inside the other train the royal sisters approached Applejack again. Only to see her still standing by the yellow machine. “Aren’t you going to eat Applejack?” Luna asked.

“We’re going to be having lunch with some new friends somewhere else,” Applejack said as she turned to the locomotive. “Care to escort us ladies to your pals Bumblebee?”

Before the two princesses could ask who she was talking to, the engine began changing and there stood Bumblebee. He turned and bowed. “Pleased to meet you, your majesties,” he said.

Both alicorns stood there speechless for a moment as they looked up to the scout known as Bumblebee. “What are you?” asked Luna.

“I’m a Cybertronian, more specifically an Autobot. Name’s Bumblebee by the way,” he explained.

“How long have you been in our world?” asked Luna.

“I would say centuries, we’ve only woken up recently,” Bumblebee explained. “And so have our enemies.”

Luna blinked as she took in the information. “Woken up? So that dream energy I felt was from you and- wait we? Enemies?”

“There are more of them in an old space ship a couple miles back. We can take you to meet their leader,” Applejack said.

Celestia was silent for a moment but soon regained her composure and looked down at Applejack. “I can safely assume these beings are friendly?” Celestia asked.

Applejack nodded and started walking. “We can explain later. Right now I think it best you learn more from our other new friend Optimus Prime.” 





Autobot Ark - Around the same time





Optimus Prime walked around the Ark down a hallway. He was tired from his attempts at helping Hoist and Grapple fix the communication systems. As he passed by a door he heard voices and stopped and put his head near the door so he could listen. “This is incredible! Maybe this would turn the tide of the war,” said the voice of Wheeljack.

“Yes, we are lucky to have found this and to have you on our side now,” Said the voice of Perceptor.

“It was all thanks to my own space bridge and interstellar drones that managed to make this project happen yet it would not be logical to expect no flaws upon completion,” Shockwave said.

Optimus immediately pushed a button and opened the door causing the three Cybertronian scientists to jump and turn to the door. Inside the room the three were working with tools around the glowing green cylinder. “What are you three doing?”

“Optimus, Shockwave explained to us his project and we thought we could help him complete it. You won’t believe this, it's a super soldier project,” Wheeljack explained with enthusiasm.

Optimus sighed and facepalmed. “I expect this from you Wheeljack but you Perceptor? While I appreciate you two willing to give Shockwave a chance and willing to make something to help us win the war, I can’t allow a project of this scale to happen without my knowledge.”

“Forgive us Optimus,” began Perceptor. “But I carefully analyzed this project since Shockwave’s explanation and well given our resources I felt we had to take the chance, besides the ability to make like without the Well of All Sparks is a breakthrough to preventing our extinction.”

“Fine, fine, I’ll allow this to continue but if this super soldier becomes a problem I don’t want any casualties,” Optimus said sternly as he looked at Shockwave.

“I promise you Optimus, the super soldier will be neutralized should it become a problem,” Shockwave said.

“Optimus Prime, your presence is requested at the entrance. The rulers of the Equestrian nation have arrived,” came the voice of Prowl on a speaker.

Optimus took one final look at the cylinder only to see a silhouette of some kind. He sighed as he walked out towards the entrance. It was time to meet the leaders of Equestria.

As he approached the main entrance he was greeted by the two alicorns, along with Bumblebee, and Applejack. The two alicorns hovered up to match the height of the Autobot leader. “Greetings visitor from the stars,” began Celestia. “I am Princess Celestia, and this is my sister Princess Luna.”

“My name is Optimus Prime,” he began. “And I believe your world is in danger.”





Castle of Friendship - Later that night





Starlight Glimmer wandered through the halls as she read two letters. One from Trixie and the other from Sunburst. They were both talking about a magic show in the Crystal Empire. Trixie’s letter was saying how her performance was the best in all her career and would put others to shame. Sunburst said there were a few mishaps during the show that lead to the magic act looking more like a circus act. Like how Trixie made a bouquet of flowers explode in her face.

She giggled at that but thought it would be best not to bring it up with her the next time she sees her. She was passing the door when she heard a knocking. She went over and opened the door and there stood Tempest Shadow looking exhausted and covered in dirt and grime. “Tempest? What are you-”

“Where’s Twilight?” Tempest interrupted. “I need to speak with her now. I made a huge mistake.”
> Chapter 7: Stronger Builds
> --------------------------------------------------------------------------


Autobot Ark - Around Midnight





The royal sister trotted out of the cave entrance to the Autobot’s ark with Optimus following them out. “We appreciated the hospitality and the warning you have given us, Optimus,” Celestia said, looking up to the leader.

“My pleasure Celestia I hope we can work more closely together to combat this threat,” Optimus said.

“Well my student is more than willing to not only learn but to also help you,” Said Celestia before turning to her sister. “Now if you excuse us we have to inform our own military command and get to sleep ourselves,” They said before spreading their wings and taking flight. Optimus waved them off.

No sooner had they left there was a bright flash taking Optimus by surprise. When it cleared there stood a guilt ridden Tempest Shadow along with a concerned Twilight Sparkle. “What’s wrong Twilight? And just who is this?”

Twilight was silent for a moment before gesturing her hoof to the unicorn. “This is Tempest Shadow and she has something she would like to share with you.”

Tempest stepped forward feeling intimidated by Optimus’s size. “I believe I was aiding your enemies…”

It was then Optimus noticed a familiar insignia on the unicorn’s armor. “Come inside,” he simply said.

An hour of explaining later nearly every Autobot and the one Decepticon in the ark had a look of horror on their faces. “You did WHAT?!” Exclaimed Ironhide.

“Let me get this straight,” began Prowl. “You were once a commanding officer that was used by an evil king to invade Equestria only to save it from him?”

Tempest nodded before Prowl continued. “And despite that, no one forgives you and then you have met the Decepticons who offered you a chance to prove you have changed?”

“I didn’t know they were planning on world domination. I was only told they needed my plans and input on the world to help them change it. I didn’t know it was for horrible intentions.”

“She has a point,” began Shockwave. “It explains why she didn’t see the other seekers rescue me. Because Starscream didn’t want her to see the conflict we were already having. It would also explain why she wasn’t with my former colleagues on the night of my betrayal. Megatron didn’t want her to see his style of execution.”

There was a brief silence until Optimus knelt down to Tempest and looked into her eyes. For Tempest it was hard to judge his face due to his face mask. Optimus sighed and then spoke up. “I can understand your desire to right the wrongs you have done. The road to redemption is a long and hard one. I have seen dozens wander that road during the war for Cybertron.”

“Despite her horn being broken, she is very skilled. Maybe she can help us?” Twilight suggested.

“Like Shockwave, she has to earn that trust,” Optimus said.

“Optimus, for all we know she could be a spy,” Red Alert said with worry. “We are still new to this world and we barely know much about these lifeforms.”

“Then let’s at least consider this a learning opportunity, besides we have limited resources.” Optimus then looked back down to Tempest. “What else do you know about Megatron’s plans?”






Decepticon Fortress - An Hour Later





The fortress not only had newly built defenses but also railroad tracks and additional metal structures built. Megatron grinned as he looked down from a ledge overlooking the fortress.”I just love it when a plan comes together, especially a plan to build a bigger empire.” He then turned to his second in command. “Starscream, what’s the status of the drone trooper maker?”

“It’s performing well but we only have enough energon to make fifty troops, maybe slightly more.”

Megatron sighed. “Then the fifty will have to do until we can get more energon in the form of raw energy forged from this planet. Manehattan has a power plant we can utilize. That's why we should focus our first major assault there.”

“Of course Lord Megatron. Shouldn’t we also worry about what other powers this world has?” Starscream asked.

“Look around you, Starscream. We have a sizable army and fortress that will slowly grow, we have a combiner, and we have the simple but effective military technology provided by that unicorn.”

“Yes but Shockwave’s notes had facts about other species like dragons that could easily burn a forest in one breath,” explained the seeker.

“And if a dragon comes we’ll be ready. For now, we just continue to expand our horizons.” He then pointed to the sky. “Now get to patrolling and eliminate any who dare approach us.”

Starscream jumped off the ledge, transformed and flew off. As he flew further away from Megatron his mind was elsewhere. “Megatron thinks he can single handedly take on the world. When I'm the leader, I’ll show him.”






Autobot Ark - The Next Day





Fluttershy and Twilight trotted into the ark. Fluttershy was a little concerned. One moment she was feeding her animal friends the next moment Twilight Sparkle approached her saying the Autobots requested her assistance with something. At first, Fluttershy was still intimidated by the Autobots but the moment she saw Red Alert they both smiled at each other. She then saw Optimus and Shockwave approach her. “So why was I called here?” she asked.

“My project is completed and you might play a vital role in keeping it…tame,” Shockwave said.

Fluttershy looked up in confusion. “Why me?”

“This project involved using both CNA from cybertron and DNA from a whole other world I had once sent a drone to,” he explained.

“CNA?” Fluttershy asked with a raised brow.

“Cyber Nucleic Acid, the building block of all Cybertronian matter,” Optimus said. “Apparently Shockwave’s project is some kind of animal hybrid.” 

“And we had learned of your unique ability to handle wild beasts of this land,” Shockwave added. “In fact Scootaloo told me you had tamed an unfriendly beast you refer to as Angel.”

Fluttershy went from confused to annoyed as she facehoofed. “How many times must I tell everypony, he’s not mean he’s just grouchy.”

“Debatable…” whispered Twilight before getting a glare from Fluttershy.

Optimus cleared his throat. “We have important things now, can we count on you to help us?” Fluttershy nodded. Optimus then turned to Shockwave. “You have my approval to activate your project.”

Shockwave left the command center and went down a hall. A few minutes later Shockwave came back into the room followed by Wheeljack and Perceptor. A series of loud stomps followed them. Every Autobot in the room stood at attention, one aiming a weapon at the door. Shockwave turned to the door to see a shadow stretching across the doorway. He then turned to Optimus. “I give you… Project Grimlock.”

Entering the room was a large robotic beast. To Twilight and Fluttershy it looked like a robotic, wingless dragon. Red Alert aimed his rifle with shaking arms. “What in Primus’s name is that beast?”

The beast looked at Red Alert and growled. “Some other scientists on Cybertron refer to it as a Dinosaur, more specifically a tyrannosaurus rex,” explained Shockwave. “This is a hybrid of that, made to be stronger than the original.”

“A dinobot…” thought Twilight.

Optimus slowly approached it. “Prime, keep your distance, that beast could be unstable,” warned Ratchet.

“Not to worry, Grimlock is under my control and by some extension Optimus’s as well,” Shockwave said.

Optimus slowly got in front of it and raised a hand to it. The beast just stared intently at the prime. Optimus slowly placed a hand on Grimlock’s nose. The Dinobot slowly leaned into the gesture. Fluttershy then hovered up to it. “Oh my… such primal magnificence,” she said as she too placed a hoof on his nose.

“Please stand back everyone its time for a test,” said Wheeljack as he picked up two scraps of metal.

He then got in front of Grimlock and showed one scrap that had the Autobot insignia on it. Grimlock just stared at it and did nothing. Wheeljack then showed the other scrap that had the Decepticon insignia. Grimlock stared at the scrap and then growled. He then suddenly snapped and bit the metal out of Wheeljack’s hand and began gnawing it like a chew toy.

“You already taught the beast loyalty?” Optimus asked.

“It seemed logical given the limited resources and that Cybertronian brains are far more complex. Not even I can fully produce a functioning one. Not without slicing one open.” Shockwave explained. “That is also why I had Ratchet also give me this,” he said as he gestured to the new Autobot insignia on where his Decepticon one use to be.

Suddenly from the same entrance Tempest Shadow entered. “What’s going on here?”

Grimlock then turned to the unicorn and stared at it for a moment. Shockwave then noticed she was still wearing the clothes that had a Decepticon insignia. “Un oh.”

Grimlock then growled and roared at Tempest. Tempest screamed and ran away with the Dinobot giving chase. The Autobots and two ponies ran out and chased after them.

Tempest Shadow ran as fast as she could with all the adrenaline she had in her body. She attempted to blast Grimlock but all that did was barely slow him down. She then turned a corner where much to her bad luck, she ran into a dead end. “No no no this can’t be.”

She then turned to see the Dinobot now slowly closing in on her. The beast got lower to the ground and growled. All Tempest could do was cower in fear. Suddenly Fluttershy got between them and stared at the beast the same way she would to a misbehaving animal. Grimlock went from looking intimidated to scared as it now took a step back.

“Tempest take off the armor! He attacks whoever has the Decepticon insignia!” Shouted Wheeljack as he ran up to them.

Tempest wasted no time and threw her armor on the ground where Grimlock then picked it up and started chewing on it. Fluttershy just continues to stare at Grimlock. “You should be ashamed of yourself. Attacking someone unprovoked. How would you feel if someone did that to you?”

Grimlock just stared at the ground in shame and whimpered. Fluttershy then nuzzled him as Twilight ran up to Tempest. “Are you okay?”

“Yes I'm fine, just a little shaken up,” Tempest said, calming down.

“Why were you still wearing that?” Wheeljack asked as he looked down at Tempest.

Tempest thought for a moment. “I have no idea.”

Optimus just observed the scene, processing everything. “I believe it’s best for this project of yours to have further testing as well as obedience training. Fluttershy would you like to help us further with Grimlock?”

“Me? I couldn’t I still have my-”

But before Fluttershy could finish he then saw Grimlock looking at her with what looked like pleading eyes. ”Further obedience training from you is most logical as I have no experience with taming organic beast. Let alone bioorganic,” said Shockwave. “Besides it seems Grimlock has taken a shine to you.”

“She has that effect on all animals,” smiled Twilight as she watched Fluttershy give some affection to the Dinobot.

“Okay I guess I could help out here with Grimlock,” said Fluttershy as she continued to Nuzzle Grimlock.

Optimus turned to Shockwave. “Earlier you said you had other projects you were working on. What were they?”

“One of them was phase two of my Cyberfusion experiments. Phase one was what I did to Scootaloo. Did your team recover a Cybertronian Skeleton from my lab?”

“No, Project Grimlock was all we found,” said Optimus.





An Unknown Place - Around the Same Time





Former Queen Chrysalis just looked at the metal structure. “Okay I may have had bad luck with my revenge but this could help me. That strange alien might as well have given me a proper advantage.”

The changeling flew up to the skeleton’s ribcage and her horn glowed brighter surrounding the skeleton in a bright green aura. “I could feel it. This new form of power. I like it.”

Suddenly the ribs folded inwards pinning the changeling inside. Chrysalis gasped. “What is this?”

Suddenly she felt several sharp stings all over her body. It was like she was being zapped by lightning. She screamed and struggled against the metal that was holding her in place. It felt like she was on fire but at the same time she felt like she was getting stronger as both her body and the skeleton began changing. Soon a bright light flooded the forest she was in and once it died down. There was silence.

Then came a giant footstep followed by another. A large black robot rose to her feet as she examined her new body. She then began laughing. “Now this is what I call a huge makeover,” Chrysalis laughed.
> Chapter 8: Railwar Part 1
> --------------------------------------------------------------------------


Mount Aris - Noon





A large settlement was in celebration as Hippogriffs and Ponies were celebrating the completion of their railroad connection. A small station near the town was having a party as many workers shared drinks and played music. Twilight Sparkle was conversing with Queen Novo at a small café. “I really must thank you for everything Twilight especially after what happened with the Storm king,” Queen Novo said.

Twilight nodded “You’re quite welcome. I hope this is more than enough to also earn your forgiveness for what I tried to do.”

Queen Novo wrapped a wing and embraced the young alicorn. “I should be asking you for forgiveness as well. If I wasn’t so stubborn, the battle with the King would’ve been easier. If anything I should’ve never let my overprotective nature cloud my judgment.”

“You were looking out for your subjects, same as me. Let's agree we’re both sorry and we should focus on the now,” Twilight smiled.

Queen Novo nodded and looked on at the party from the balcony of the café they were at. Queen Novo looked over the black train that carried the workers. “You know, I heard rumors you had a unique yellow machine to help build the line. Where is it?” asked the Queen.

Twilight shrugged before answering. “Probably went back to wherever it came from. It just showed up out of nowhere and got to work.”

Meanwhile, not too far away from the city, Applejack trotted the beach until she approached the woods nearby. Bumblebee was hiding nearby but he stepped out when he heard the mare approaching. “Was that music I heard coming from there?” he asked.

“Eeyup, I assume you have music where you’re from?” Applejack asked.

“Yes, music is considered a universal language,” Bumblebee answered before he frowned.

“Is something the matter?” Applejack asked.

“I have come to say goodbye AJ,” he said. “We have gotten reports of Decepticon sightings. They are building a rail connection from their base to one of your country’s mainlines.”

“Wait so you’re just gonna outright fight them?”

“I’m sure Twilight has informed you about Tempest Shadow right?” asked the scout.

“Yes she has but what does this have to do with her?”

“She told us of the Decepticon plans to storm Manehattan. Our plan is to stop them in their tracks, no pun intended,” he replied. “There is a high possibility I might not come back.”

Applejack was now worried. “You can’t just leave me, let us help you! We are the Nation’s first line of defense.”

“I know that but Optimus Prime would rather not have any inhabitants of this world get caught in the crossfire,” he said sternly before kneeling down the saddened mare. “In case I don’t make it back I want you to know you will always be my friend and I thank you for being my first friend in this world.”

“Of course I’m your friend, which is why me and my friends are comin with ya,” she said as she hoisted her hammer on her back. “And you can’t stop me from trying.”

Bumblebee was silent for a moment. “Optimus might kill me for this but…”

He paused and then transformed into his locomotive form. “Hop on.”

Applejack jumped onto Bumblebee’s running board but just as Bumblebee started to move Applejack stopped him. “Wait! We need to get Twilight first.”





Somewhere along the Railroad line - Around the Same Time






A lone stallion was walking along the shoreline of a river. Ahead of him was a railroad bridge made of steel that spanned across the river. Then he felt a rumble and thought the next train would be passing by but the rumbling got more intense as the seconds ticked. Curiously and confused he looked up to the bridge and realized  this bridge was never here to begin with then he saw it.

A large flash of purple roared by with a loud whistle. Behind it were a string of large railroad cars. After what felt like a minute the train vanished. The stallion reached into his bag and pulled out a half empty bottle of cider. He looked at it and then poured its contents out. “My wife is right. I need to stop,” he said.






Autobot Ark - Around the same time





The Autobots were moving about the Ark making sure their weapons were armed and their energy levels were charged up. Optimus watched on as his soldiers prepared themselves. He then saw Bumblebee roll in on a set of makeshift train tracks. He had six ponies clinging to him. Everyone stopped and stared as the six mares got off and Bumblebee transformed. Optimus approached him with a stern expression in his eyes. “Bumblebee, what are you doing?”

“Gathering help,” Bumblebee replied.

“And bringing civilians into the fight,” Optimus retorted. “It’s hard enough we might lose the pony guards that Princess Celestia is sending and Probably Tempest Shadow since she is Military trained. We can’t afford for these six to get involved.”

“Hey! We faced big mean evil monsters before,” Rainbow Dash snapped.

“But you all have never faced Megatron. He will shoot anything that moves and fights against him.”

Twilight flapped her wings and hovered up to Optimus. “Optimus, I understand you want to protect this world but hear me when I say we are the best and possibly the only form of additional help you'll get. Friendship is not only a magical element of this world but it's what makes all of us stronger.”

“We might not have known you darlings for long,” began Rarity. “But even we would rather not see anyone with a sense of decency get hurt by brutes and I’ll do anything to protect my friends and my little sister.”

“That goes double for me and Rainbow,” added Applejack.

Optimus heard a sound and turned to see Fluttershy rubbing Grimlock’s snout. They were both giving Optimus pleading eyes. Optimus turned to the other autobots who were watching him intently. He then turned to Shockwave who pointed to a monitor which had an image of the six ponies shooting a laser beam while five of them were wearing necklaces and one of them wearing a crown. “Help from the local heroes would be logical,” the former Decepticon said.

Optimus was silent for a long moment then sighed. “Very well, I will allow you all to help us. But for the love of Primus stay close to one of my soldiers.” He then turned to another monitor.  “Powerglide, what’s your status?”

There was static from the monitor before a voice sounded. “I got eyes on the Decepticons and you’re not gonna like this. I'm sending an image now.”

The monitor showed an image of a massive purple locomotive pulling a long line of cars with a Decepticon insignia. “Astrotrain,” said Optimus.

Powerglide continued. “I’m sending the appropriate ground bridge coordinates as well. If we’re gonna stop them it has to be now.”

Suddenly there was the sound of an explosion on the monitor then Powerglide’s voice became panicked. “It’s Starscream! Mayday! Mayday! Mayday!”

Wheeljack quickly powered up the groundbridge. Optimus quickly transformed into a locomotive “Let’s end this madness once and for all. Autobots Transform and roll out!”

Soon some Autobots became train cars that latched onto either Optimus, Prowl, or Bumblebee that became locomotives while others became their original vehicle form. The ponies wasted no time in getting onboard one of the trains. The train they chose consisted of Optimus, Ironhide, and ratchet as well as a flat car that had Shockwave in his tank form.





Somewhere along the Railroad line - A few minutes later.






A line of pony guards and a barrier stood on the tracks. The captain turned to his soldiers. “Remember! We stop this train and neutralize anything that moves! Understand?”

“Sir yes sir!” replied the soldiers. 

Then the soldiers felt the rumbling of something big coming down the tracks.They looked and their jaws dropped. The massive purple locomotive was charging towards them and it wasn’t slowing down. “Aim, FIRE!”

The unicorn guards shot lasers from their horns, Earth Ponies fired cannons, and Pegasus kicked storm clouds to zap them. But everything they fired had no effect as the train surged on. The Captain watched and hoped his plan would work. “Dear Celestia, they're not stopping! MOVE!”

The ponies moved only for the train to plow through their barricade like a mound of snow. The guards could only watch as the fast train surged past them. After the last car passed they heard another whistle and saw another train pass by. This one was smaller. The Locomotive was black and white, it was pulling a green crane car, a green cannon car, and a blue passenger car.

“Come on Prowl, put some more steam into it!” yelled the cannon car named Hound.

“I’m going as fast as I can!” Prowl called back.

They soon caught up and Prowl’s plow opened to reveal a coupler which then latched to the back of the Decepticon train. “Gotcha! Hoist Now!”

The crane car swung its arm and a claw then latched on to the train in front of them. “I have them!” Hoist yelled.

Prowled then started applying his brakes while Hound started firing cannon balls like a mortar. Some of them struck the top of the Decepticon train. Megatron was inside one of the cars when he heard the sounds and felt the cars rocking. “What’s going on out there?” he demanded.

“Lord Megatron, it’s the Autobots! Some of them are trying to stop us!” came the static voice of Breakdown.

“Then launch the seekers and STOP THEM!” he ordered.

Along the train two long boxcars opened up their roofs. Each of those cars had two seekers in their jet forms ready to launch. Starscream wasn't there but he kept his communication with them. “Skywarp, Slipstream, Thundercracker, and Novatorm, take care of the pests. LAUNCH!” commanded Starscream as his four seekers took to the sky like rockets.

The blue coach known as Tracks noticed this. “Seekers incoming!”

“Look sharp guys, we got a cop to pop,” said Skywarp.

“Cop to pop? Really?” said Slipstream.

Just as the four were about to shoot they were suddenly shot one by one out of the sky. They transformed before they hit the ground. The four seekers looked to see four vehicles that transformed to reveal Red Alert, Inferno, Jazz, and Warpath. “Who's ready to rumble?” Warpath asked.

And just like that war broke lose in the field they were in. As four Autobots fought against the four Decepticons. Suddenly Jazz saw another train charge by. It was green and purple and the cars were strange looking. But Jazz knew what kind of train it was. “Jazz to Optimus Prime, Prowl’s team is in danger. Constructicon train is coming from behind and catching up fast.”

Somewhere on another railway line further away. Optimus Prime charged along the tracks. “Understood Jazz we’re on our way to attack from the side.”

The inside of Ratchet’s alternate form was pretty much a hospital on rails. The Ponies sat inside amongst them was Tempest Shadow who watched the scenery go by. So much was on her mind. Defeating the Storm King, facing the grudge of so many ponies, meeting the Decepticons, losing Grubber and meeting the Autobots. A small tear went down her face. She then felt a hoof touch her own. She looked to see Twilight Sparkle. “Twilight I once again apologize for-”

“Don’t think about it right now. If I were you I would focus on putting whatever feeling you have now into battle,” Twilight said calmly. “And besides once this is over I’ll do whatever I can to make sure everypony sees how you have changed for the better and that’s a promise.”

Tempest smiled. “Thank you my friend.”

“Everyone be ready if the map is correct we should see them running on a parallel track,” said the voice of Optimus on a speaker.

The ponies, minus Fluttershy, immediately grabbed what weapons they could carry. For Applejack her hammer from the Railroad was enough. She then saw Fluttershy reached for the door to the car. “Where are you going?”

“Shockwave says I am the only one that could keep control of Grimlock. We have to be ready,” she replied as she stepped out and onto the flatcar.

Twilight turned to her friends. “Girls this could get really dangerous but remember, we are doing this for our other friends and family. Let’s help the Autobots win this battle.”

“Thank you Twilight,” Optimus said. It would seem he was able to hear them in Ratchet.

“For Equestria!” yelled Twilight.

“For Cybertron!” called back Optimus.

“Till all are one!” They both said.
> Chapter 9: Railwar Part 2
> --------------------------------------------------------------------------

Barricade was not having a good time as he crawled out of the roof opening of the train car he was in. He was hoping to sleep before he and his fellow Decepticons could reach Manehattan only for Megatron to bark more orders at him to deal with the Autobots trying to stop his train in the rear. As he got to the back he could hear the sounds of brakes squealing and the occasional sound of a cannon firing.

He saw the team of Autobot trains and aimed his weapon at Prowl’s front. “Say goodnight copper,” he said menacingly

“Oh no you don’t!” Tracks yelled as he transformed and launched himself in the air.

Barricade was taken by surprise as the blue and red Autobot pinned him and began fighting him on top of the train. The two held a good fight with tracks landing blow after blow on Barricade. Just as Tracks was  ready to pound him into unconsciousness he was suddenly blasted by a huge beam that struck his shoulder. This sudden attack caused him to lose his balance and he fell off the side of the train.

Barricade looked back and saw Megatron with his fusion cannon arm smoking. “Can’t you deal with a threat any faster?” he asked, annoyed.

Just then heard a new whistle and looked to see a certain red, blue, and gray locomotive thundering down another set of tracks that ran next to his. A voice then called out. “Megatron! Stop this train!”

Megatron was about to aim his cannon when he noticed something behind Prowl’s train. He grinned and turned to Optimus. “No, How about you focus on your friends.”

Just then they heard a bang and there was the constructicon train ramming behind Hound. The force of Bonecrusher’s plow forced the Hounds back wheels off the track. “Prime, we’re coming off the track.”

“Prowl! Detach and fall back!”Ordered Optimus.

Prowl did so and just like that it forced both trains to slow down and derail. Everyone transformed. Optimus detached his troops as he kept rolling. “Optimus, what are you doing?” Ironhide asked.

“You and the ponies help our friends with the Constructicons. I’m going to stop that train,” he said.

“That doesn’t sound logical,” Shockwave said as they coasted to a stop. The Ponies got out and Ratchet, Ironhide, and Shockwave transformed. They then saw the battle behind them and started running towards it. Ironhide then remembered something. “We must hurry before they decide to-”

“Constructicons! Merge and become…”

“DEVASTATOR!”

The team of green Decepticons then started transforming and connecting to each other. The ponies could only watch in horror as they combined and turned into a ginormous robot. “...do that.” finished Ironhide.

“DEVASTATOR, DESTROY!” yelled the giant as he began stomping the ground.

As the Autobots and unicorns blasted the giant with whatever they had, Rainbow Dash quickly flew up to some storm clouds that were a short distance away. She carefully placed them near the giant who was distracted and gave a swift kick causing a thunder and lightning strike at Devastator’s head. The zap caused Devastator to become disoriented and stumble a bit. Rainbow grinned thinking she beat him only for her to suddenly be swatted by his arm.

Fluttershy, who was on Shockwave’s shoulder, saw this and gasped. She then looked towards the former Decepticon and only said one thing. “Do it.”

Shockwave then aimed his weaponized arm and a flare shot up in the air and exploded like a firework. Devastator looked at the flare in confusion then heard a roar coming from the woods nearby. Then came the loud stomping as Grimlock ran out and jumped. Devastator was so surprised he didn’t have time to react until Grimlock clamped down hard on his arm.

Devastator wailed in pain as he tried to get the Dinobot off of him. Unfortunately Grimlock managed to rip off one of his arms which transformed into a smaller robot that immediately got pinned to the ground by Grimlock.

The battle raged on as Bumblebee caught up to them and blew his whistle. “Girls! Come on! We gotta help Optimus!” he called.

Applejack, Tempest Shadow and Twilight quickly jumped on board. Ironhide turned to Twilight who looked back at the battle. “Don’t worry, we’ll look after the others,” he said as he fired another shot at Devastator.






Optimus charged alongside the Decepticon train receiving shots from any Decepticon on the roof. No matter what they shot, Prime kept on going, slowly reaching the front. Then he saw a sign that looked like a Y. To him that meant only one thing. The two tracks will soon become one. Fortunately he was close he poured on what steam he had left and shot towards the huge locomotive. He then transformed and grabbed the locomotive just as the tracks merged. He latched on to the front attempting to stop it by planting his heels on the ground. “STOP!” he shouted as Astrotrain began slowing down due to the resistance.

“Oh no you don’t!” Came a yell that Optimus knew too well. He then saw Megatron on top of the train; he then jumped into the air and began transforming. During this Optimus noticed something on Megatron’s back that was rapidly growing. He then realized what was happening. Megatron turned himself into a Zeppelin that was armed with guns. “Look out below Prime!” he said as a hatch from beneath him opened up.

“Megatron, don't do it! I’ll derail if a bomb hits the tracks!” shouted Astrotrain.

“Well then perhaps while your troops are distracted perhaps I should pay Canterlot a visit.” Megatron said as he turned around.

Optimus grew worried then he remembered something. “You won’t get away Megatron!” he yelled as he jumped onto Astrotrain’s boiler and launched himself in the air and clung onto Megatron.

“Hey! Get off! Let go!” he yelled as he tried to sway off the Autobot leader as he tried to ascend higher in the sky.

“Not a chance,” Optimus said as he pulled out his rifle and fired multiple shots at Megatron’s  Zeppelin envelope causing the gas bag in him to deflate.

This took Megatron by surprise. “No no no!” he yelled as he began rapidly descending. 

Optimus then saw a mountain ahead and let go. He landed safely on a ridge as Megatron crashed into the side of a mountain exploding. The explosion caused a rockslide to fall on him, covering him in rocks.

Optimus slowly approached the Rock pile only to see a hand reach thrust out followed by Megatron slowly emerging. “You honestly think that would stop me!”

“No but this ends here,” Optimus said as he raised his weapon.






Bumblebee charged along the tracks already right behind the Decepticon train. “We only have one shot at this,” began Twilight. “This is the only rip track we have left before it's a straight shot to Manehattan.”

Breakdown saw them and got ready to fire at them from the roof but then a beam shot at his gun making him drop it. Suddenly the tracks splitted once again and Bumblebee found himself on a parallel line that ran alongside the other train. “Pour on the steam Bumblebee!” yelled Applejack as she held her hammer with one hoof.

As Bumblebee raced on along side the train, many Decepticons attempted to attack or derail them, but Twilight and Tempest shadow fired beams at whatever that tried to attack. They were now alongside the locomotive called Astrotrain. “You trying to stop me bug?” he asked.

“Eeyup!” shouted Bumblebee as he thrusted forward over a switch he was now directly in front of him.

“Applejack, are you sure about this?” Twilight asked.

“Don't worry Sugarcube!” Applejack said. “Before coming out here I studied the lines and know what’s ahead.”

Just then with a quick swing of a hammer, Applejack struck what looked like a switch stand. The rails changed with a click and now Astrotrain was diverted down a different track. “Wait, does this lead to Manehattan?” he asked himself.

Meanwhile Optimus wasn’t doing so good. Despite him putting up a strong fight both he and Megatron were equally matched. Optimus found himself on all fours with wounds and scratches. “Pitiful,” began Megatron as he approached Optimus with a limp and with his cannon glowing. “You think you could defeat me?”

Optimus looked down the Mountain before speaking. “I wasn’t trying to defeat you. I was just stalling you.”

Megatron looked confused. “What?”

“From what I know about you, is that you barely share much knowledge including maps,” he said as he pointed.

Megatron looked and saw at the base of the mountain was his train charging towards it. He then noticed the tracks leading into a tunnel that was boarded up. It had a sign that said ‘condemned’.

“NO! PUT ON THE BRAKES!”

But it was too late, Astrotrain charged into the tunnel and within a few seconds came the sound of an explosion and metal crashing. “I’ve got morons on my team!”

Suddenly came the sound of vehicles as Megatron saw a few cars coming towards them. “Grrr This isn’t over Prime!” he yelled as he attempted to run away only for another rockslide, which was caused by Astrotrain’s crash, to slam into him forcing over the ridge and to the rocks below. Optimus could only slowly get up as his soldiers approached him to help him up. “Optimus relax, we need to get you back to base,” said Red Alert.

“You need Immediate repairs,” added Inferno.

Optimus nodded as he was helped by his two soldiers. “Wheeljack, bridge us back.”

A groundbridge portal opened as the three Autobots went through it. Right after it closed Starscream swooped in and transformed and observed the destroyed train tunnel and the rockpile that had Megatron’s arm sticking out and twitching. “If I were a leader I would’ve thought of a better plan,” he said.

He then moved some rocks to see Megatron’s unconscious face. He then aimed his gun at him. “This may not have been the ascension I wanted but it is for the best.”

Right when he was about to shoot. Something bursted out of the tunnel rubble. It was Soundwave, who looked battered. Starscream quickly put his weapon away as Soundwave approached him. “Look at him Soundwave,” Starscream began gesturing to their leader. “Would he even be able to lead us? For all we know the Autobots and the ponies might've stormed our base since it was left unattended.” 

“Correction,” began Soundwave. “Megatron had a backup base for us in the event we must retreat into hiding. It even comes with a groundbridge of our own. We must fall back.”

“Well put Soundwave,” agreed Starscream as the other Decepticons began to slowly emerge from the tunnel. “Everyone, make haste and be ready to retreat into hiding!” ordered Starscream.

“Lockdown, open a groundbridge for us,” said Soundwave as a portal opened and the cons started limping into it.

Then came a groan as both Soundwave and Starscream looked to Megatron who was slowly regaining consciousness and reaching out. “Don’t leave me Soundwave,” he muttered.

“As you command Megatron,” he said as he began to hoisted Megatron up.

Starscream could only watch as his leader was being carried through the portal. Slipstream, who she and the other seekers arrived at some point, approached him. “You know even in this state he is unfit to lead a battle and this poor planning made it clear of his recklessness. Perhaps the strategy of the battlefield and maybe beyond should fall to you.” she said, placing a hand on his wing.

Starscream smirked. “You are wise to say such things. You would make an excellent first lieutenant should I assume command of everyone. ”

Both seekers grinned at each other as they followed their fellow Decepticons through the portal only for it to close after entering.






Autobot Ark - An hour later





Optimus stirred awake and attempted to get up only for a hand to stop him. “Take it easy old friend, you lost quite a bit of energon today,” said Ratchet.

Optimus looked around and saw that most of his wounds had been patched up. “How are the others?” he asked.

“They’re fine considering. Powerglide suffered the most; it will be sometime before he can go airborne again,” explained the medic.

“And the ponies?” asked the leader.

“Why don’t you ask them yourself?" said a voice.

Optimus turned and looked down to see the seven mares who helped his team. “We’re glad to see you’re alright Optimus,” Twilight said.

“The feeling is mutual Twilight. The plan worked well I assume?”

Twilight then frowned. “Yes but when the guards went to the tunnel, the enemy had left. To where we don't know.”

“What matters most is that we’re all okay,” said Optimus before turning to Ratchet. “I want to address the troops.”

Within a few minutes Optimus was sitting in a chair facing away from a monitor. In front of him stood his fellow Autobots, Grimlock, Shockwave and the ponies. “Today marks the end of a great battle. It was a tough battle, much like one on Cybertron but thanks to the combined efforts, and help-”

“And friendship,” added Twilight

“And friendship of our new allies, we have a future here.”

“Optimus, Megatron and his crew are still out there,” Bumblebee said.

“And as long as we remain we will resist him and defend this planet. Fate has given us a reward for this battle. A new world to call home,” Optimus said as he held out a hand and Twilight flew up and landed on his palm. “Twilight Sparkle?”

“Yes Optimus?” Twilight asked.

“Thank you. We are proud to call you our friend.”

The Princess of Friendship smiled. “I feel the same way, my friend.”
> Epilogue: New World and New Hope
> --------------------------------------------------------------------------


An unknown place - A few days later





Starscream wandered through the dark caves with lights attached at random places. It had been a few days since the Decepticons had retreated to these caves far away from civilization and to Starscream it would give them enough time to come up with a counter attack.

After walking a good distance he entered a room that had automatic doors. There on a metal table was Megatron getting repaired by Breakdown. The leader looked up and stared at his second in command. “This was only a minor setback. There are still so many of us still out there somewhere. When they come we’ll be ready to spill the energon of our enemies. Do we still have our clone troops?”

“Yes Megatron we managed to salvage them from the wreckage,” replied Starscream.

“Excellent, we must make do with all we have left of our disposal. Do you understand what’s at stake should we fail again?” Megatron asked.

“Of course my lord. It will be done,” Starscream said as he turned to leave.

“Good. Oh and Starscream?”

“Yes, Mighty Megatron?”

“If I hear you sabotage my orders or even try to usurp authority…” Megatron trailed off as he aimed his cannon at Starscream. “Let’s just say you were given more chances to prove yourself worthy than anyone in Decepticon history.”

Starscream paled a bit but nodded. “Of course Megatron. As you command.”

He left the medical wing only for him to stop to look at the female seeker who was standing by the doorway. Slipstream smirked with her arms crossed around her chest. “You know he may give you orders but I don’t think he’ll tell you how exactly they’ll be done. And when everyone sees how you handle them…”

“They’ll see me more than a mere strategist,” finished Starscream. “Maybe when the time is right we can even find a better place than this cave maze.”

Slipstream shrugged. “It’s not that bad when you walk through these tunnels after a while, but you’re right. Only we can find something better.”

Starscream could only grin and nod in agreement. “Our luck is ever changing.”






Canterlot Castle - Around the same time





Princess Luna was in her personal office looking over paperwork. She just needed to deal with these then she would be done for a while. Then came a knocking at the door. Luna used her magic to open it and in came her sister. “Luna, I know you’re the princess of the night, but for goodness sake, shed some more light in here.”

Luna winced as the window curtains opened, letting in the bright sunlight. Luna blew out the candle nearby and placed her quill in an inkwell as she looked up to her sister. “I guess I’m too used to working with little to no light,” she said smiling.

“And you seem to be used to keeping things to yourself like your feelings. Don’t pretend like I haven’t noticed how you’ve been acting since the ‘incident’ on the mainline,” Celestia said as she approached her and got around her desk. “Please tell me what's on your mind.”

Luna frowned and remained silent for a moment before answering. “I knew something was wrong when I sensed that dream energy from both the mountain and the bay,” she began. “All this time I thought it was nothing. I even thought the bay was only having some form of aquatic life but all this time it was an army of monsters that wanted to enslave us upon waking up. I-I should’ve done more than remain in this castle.” 

Luna nearly cried, but then Celestia wrapped a wing around her sister. “No one can blame you for this. This nation was struck by one disaster after another. Many of which we never saw coming. Just be glad all our subjects are safe and we have new friends we can thank for it.”

“But they’re enemies are still out there,” Luna said.

“And when they return we will be ready and we will assist our new friends,” Celestia said warmly.

Luna looked up, tears still in her eyes and a smile on her lips. “Promise you’ll be there with me when I help the battle?”

Celestia embraced her with her hooves. “Always,” she whispered.






Ponyville - Around the same time





Tempest Shadow and Twilight Sparkle sat outside a cafe enjoying some drinks. The mood could be described as wholesome as the two friends drank some tea. “So Tempest now that things are calming down, you think you want to go back out in the world and reach out to other species?” Twilight asked.

“Actually Twilight I think its best for me to stay in Equestria for a while. There is still a lot to do here, especially with the Decepticons still around. Besides I think I should also be redeeming myself for the sins I committed against the nation.”

“Tempest I know this nation is still…mad but they aren’t that spiteful.”

Suddenly something red and rotten splattered against Tempest Shadow’s face. It was a rotten tomato. Twilight quickly turned to see who did that only to see three angry pegasi stallions laughing from a cloud. “Why don’t you crawl in a hole and die Terrorist Shadow,” yelled Dumbbell.

“Yeah nopony wants you here,” yelled Hoops.

“No but we do,” said a voice.

Suddenly from a nearby alleyway. Two cars sped out, transformed, and leapt into the air grabbing the three Stallions by surprise. Sideswipe managed to grab hoops while Sunstreaker grabbed Dumbbell and Score. All three squirmed in their grasps. But they suddenly stopped as they saw Twilight Sparkle hovering right in front of them with an ominous glow from her horns and her eyes glowing brightly. She only said two words from them in a tone that would make even a lion scared. “Apologize. Now.”

“Ah! We’re sorry,” they all said, frightened.

“Not me,” Twilight said before pointing to Tempest. “Her.”

The two Autobots placed the three down on the ground. The three looked at Tempest who was wearing an unreadable expression. They both looked to Twilight again who just gave them a glare that would pierce through their souls. The three gulped and snapped their heads towards Tempest. “Sorry.”

Tempest smiled. “Apology accepted.”

The three stallions immediately flew off. Tempest watched them flee before turning to the two Autobots who gave her a smile and a wink. She then looked back to Twilight who offered a towel to get the Tomato remains off. “Thanks. You think ponies will one day fully forgive me?”

“I’m sure they will. If it worked out for Starlight Glimmer I’m sure it will work for you. But like Optimus said it will be a tough road but if you have a friend, it will be easy,” Twilight said.

“Yeah and besides, you have us as friends too,” added Sideswipe.

At that moment Pinkie Pie bounced up. “Hey guys, did you tell them about the party we’re having?”

“Party?” Twilight and Tempest asked.

“Yeah, Optimus gave us permission to throw a big party at our base, and you’re both invited,” said Sunstreaker.

“I suppose we can come,” said Twilight.

Sideswipe then picked Pinkie off the ground and placed her on her shoulder. “Come on Pinks, let us show you how we Autobots party like on Cybertron.”

“Yipee!” shouted Pinkie.






Autobot Ark - An hour later





Optimus Prime sat at a computer on the ark. After typing something in he then spoke into a microphone. “Fellow Autobots, this is Optimus Prime, if you can hear this message. Then I will be glad to inform you that we have a new home that needs our protection. We have made new allies and have won a battle against the Decepticons but our war is far from over. The inhabitants of this world have welcomed us with open arms and are willing to do the same to you.”

Optimus took a moment and turned to the Ark’s entrance he could hear the sound of music and laughter. He then turned back to the microphone. “If any Autobots can hear me then I ask you. Are you ready to come to our new home and help win our war? If yes, follow these coordinates and make contact with us. We are here. We are waiting. End Transmission.”

After pressing a few more buttons an image popped up on the monitor. It showed four Cybertronians. Two of which looked small and younger. The other two looked taller and older. He looked towards the tall bots behind his younger self. “Alpha Trion, Codexa, if you can hear me, I did it. For now the Decepticons are defeated and I vow to protect our new home. No matter the cost.”

“Optimus? Where’d you go? We can't have fun without you!” came the voice of Bumblebee from outside.

“I’ll be right there!” he called back as he turned back to the image. This time to the Pink bot standing beside him. “Elita, I hope you’re still out there. Wherever you are. I hope to one day see you again.”

He shut off the Monitor, stood up and walked outside to join his friends as they had their first celebration on their new home planet.






Canterlot High - Around the same time





“What are you up to Sunset Shimmer?” asked a human version of Twilight Sparkle.

“Getting ready for another trip to Equestria,” Replied Sunset before showing off some pictures she printed from a computer. “I think maybe your pony counterpart would love to see these vehicle models for her country.”

“But your world doesn’t have Highways,” said Twilight.

“True but I think she would like to look at them anyway,” she said as she placed one of her pictures into a folder to place in her backpack.










Space





On a lone Asteroid a red Autobot with wings and a female physique perked up as she heard a voice all too familiar to her. “He’s alive,” she said in surprise. “I just hope Bee is there with him.” 

Windblade then spread her wings, jumped off the space rock and transformed into a sleek jet. With her turbines thrusting, she set off into space. “Hang in there little guy, I’m on my way.”

The End...?