Transformers Prime: Friendship is Magic (A Hub Crossover Special)

by thelastprime

First published

A magical accident opens a portal to another planet, and brings fourth an adventure with the heroes of two worlds. (It could happen, Only on The Hub!)

After coming into contact with a strange blue crystal that has the ability to enhance Unicorn Magic, Sweetie Belle accidently opens up a portal to another planet, bringing fourth an adventure with the Heroes and Villains of two different worlds.

(It could happen.... Only on The Hub!)

Chapter 1

View Online

http://www.youtube.com/watch?v=4MfTeD8qoeQ

It was a bright, and beautiful morning in Ponyville as today was a very exciting day for Sweetie Belle. For months she had pestered Rarity to allow her to accompany her big sister on one of her gem hunts. After a while, Rarity finally gave in.

"Oh thank you, thank you Rarity, for finally letting me come with you." Sweetie Belle shouted in a squeaky tone, "I'm so excited I could BURST! We're gonna have so much fun!"

"Yes, of course dear..." Rarity mumbled, clearly, not as entusiastic as her little sister. "Just make sure you stay close to me, and PLEASE don't cause any trouble."

"I promise." The little unicorn filly responded.

The two unicorn sisters then quickly prepared their saddle bags with tools, water, and what ever equipment they needed for their little expedition.

It wasn't long before they reached the mountain range right outside of Ponyville, where Rarity would usually go to mine her gems. It was a bright and beautiful sunny day. Celestia's sun beamed in the blue sky, as the sisters began their quest to harvest some gems.


"Rarity, over here!" Sweetie Belle called to her sister as she dug into the dirt. "I found some sapphires!"

"Well, good work Sweetie Belle. I see you have been rather helpful today." Rarity complimented.

They had already filled three saddle bags full of diamonds, emeralds, rubies, and even some jade.

"These would look lovely in my new project I'm working on for my dear friend Fleur De Lis." Rarity said.

She and the supermodel, Fleur had become rather close friends with the fashionista ever since Rarity befriended the socialite, Fancy Pants in Canterlot. Fleur's birthday was coming up soon, and Rarity wanted to make the best jewel encrusted gown for her friend. She didn't want to make the same mistake as with what happened during Twilight Sparkle's birthday the year prior.

"How about these?" Sweetie Belle said as she pointed to a cracked open rock full of quartz.

"No, those won't do. I need something..... fancier." Rarity answered.

Suddenly, Sweetie Belle's horn began to shine. This was a surprise to her, as Sweetie Belle had never been capable of using magic yet.

"Rarity! My horn!" She called out.

Rarity gasped, and went to her sister's side, slightly concerned. Sweetie Belle's horn then began to intensify, then suddenly, it shot out a beam towards the side of the mountain, blowing a large hole in it.

"WOOOAAAHHHHAAOO" Both sisters cried out.

"What just happened? Did I just do that? COOL!" Sweetie Belle beamed, as Rarity ignored the comment.

"Sweetie Belle! Are you alright? Are you hurt in any way?" Rarity asked in concern.

"I feel...... Just fine actually. But I can't WAIT to tell Apple Bloom, and Scootaloo I just used real magic!"

"Of course darling." Rarity said, hugging her sister, and sighing in relief that she wasn't hurt.

As soon as the dust cleared from the explosion, both sisters then see something that absolutely amazed them.
From the hole that Sweetie Belle just blew open with her magical mishap, inside it, were blue gems.

Gems they've never seen before. It also seemed like, they were glowing, and even giving off a strong aura. Some of the gems were no larger than the jewels they were mining for, others were as large as the biggest building in Ponyville.

"Oh my, how lovely!" Rarity said, completely bedazzled by the sight of their recent findings.

"Wow." Sweetie Belle gasped.

As the two unicorn sisters approached closer, their horns began to glow again.

"Oh goodness, it looks like our unicorn magic is being affected by these crystals. As lovely as they are, I think we should leave these alone. Well, maybe I'll take a small sample. These things are CLEARLY doing something to our horns."

Rarity quickly levitated a small pickaxe out of her saddle bag, and with a swift swing, broke off a chunk of the blue glowing crystal about the same size as the fire ruby that Spike gave to her last year. She quickly stuffs it into her saddle bag.

"Hmm. If these crystals were what gave me the ability to use magic. It might do it again. Who knows, I think these babies are the key to my cutie mark!" Sweetie Belle thought to herself.

She pulled out her own pickaxe and was about to work at another crystal, when Rarity stopped her.

"Sweetie Belle, enough. We have all the gems we need today. And leave those alone. If these things can affect unicorn magic, it may be dangerous. I'm taking this sample to Twilight. Maybe she can figure something out, though this thing is MARVELOUSLY lovely!" Rarity said, as she beams at the chunk of blue rock.

"Ok..." Sweetie Belle said, disappointed.

The two sisters then began their trek back to Ponyville.

http://www.youtube.com/watch?v=e0Ied3swpcg

It was around mid afternoon, when the newly coronated young Alicorn princess, Twilight Sparkle heard a knock at the door of her library. She had been writing a full report to Princess Celestia on her recent quest of retrieving her crown from the parallel dimension through the magic mirror, while sipping some hot tea that Spike had just brewed for her.

"I'll get it." Spike said as he runs for the door.

As he opens the door to see who the visitor was, his eyes immediately turn into hearts, and goes into a lovey-dovey daze.

"Hi Rarity." He said, completely lost in her beauty.

"Hello there Spikey-Wikey." Rarity said as she walked into the library with Sweetie Belle following her in.

"Oh, Hello Rarity. What brings you around today?" Twilight Sparkle said as she places her quill back into the ink bottle on her table.

"Well, Sweetie Belle and I found this mysterious blue crystal when were on our gem hunt today." Rarity explained as she opens her saddle bag, and pulls out the glowing object. She places it on the main table.

"Hmm." Twilight said, puzzled. "I've never seen anything like this before."

Spike licked the crystal, to everyone's disgust.

"Spike, that is certainly unbecoming of you." Rarity scolded.

"YUCK, I don't know what kind of gem that is, but it tastes TERRIBLE!"

"Serves you right." Twilight smirked, "I'm not much of a geologist, but this is certainly an interesting crystal."

"I'll say." Sweetie Belle chimed in. "It made me use magic."

"Huh?" Both Spike and Twilight said in unison, with puzzled looks on their faces.

"That's another reason why I'm here, Twilight. You see, It seems to affect magic. There's an entire mountain full of these crystals. I'm hoping you can figure out what these are before anypony starts looking for these things. These crystals could be dangerous."

Twilight listened with great interest as Rarity finished her explaination.

"Really?" Twilight said with a smile on her face. "Very fascinating! It enhances magic? I'm certainly going to enjoy studying this thing."

As Twilight moves closer to the gem, it began to glow, as did her horn.

"Hmm, I see what you mean. I can feel my power surging. Like my horn has been supercharged." Twilight explained as she begins to back away from it. As soon as she did, her horn stopped glowing.

"Oh this is so exciting. Thank you Rarity, for giving me something new to research!"

"Um, yes of course." Rarity said with an awkward smile.

"Even when she's awkward, she's still beautiful." Spike muttered, while Sweetie Belle rolled her eyes.

"Let me see" Sweetie Belle squeaked as she grabs the blue gem.

"Sweetie Belle stop!" Twilight said, but it was too late.

The moment the young filly made contact with the crystal, her horn, and eyes began to glow. Even brighter than before. Suddenly a magical surge came fourth from the young unicorn, knocking over Rarity, Spike, and Twilight.

"What's happening to me?!" Sweetie Belle called out, scared out of her mind.

"Oh no, Sweetie Belle! Twilight, please, HELP HER!" Rarity screamed.

Twilight tried to get close, only to be pushed back by another surge of energy emitting from Sweetie Belle's body.

Suddenly a large beam of light shoots out of Sweetie Belle's horn, and through the ceiling of the library. In the gaping hole now in the library, they can see the pillar of light going skyward.

Suddenly, the magical beam stopped, and Sweetie Belle reverted back to normal. She immidiately threw the gem on the ground, not wanting to go anywhere near it.

"SWEETIE BELLE!" Twilight, Rarity, and Spike called out in unison as they rushed to the filly's side.

"Are you alright? Are you hurt?" Rarity asked.

"I, I think so. I'm not in any pain." She answered.

"Let me take a look." Twilight said as she examines the filly.

"I'm no doctor, but you look like you're in perfect health. You just look a bit tired. I think you should get some rest." The purple alicorn said.

Just then, another knock at the door caught their attention.

Spike goes to answer it, and as he does, they see Applejack, and Rainbow Dash charge in, breathing heavily.

"Girls? What's wrong?" Twilight asked.

"You alright sugarcube? We heard a loud explosion and came runnin'." Applejack answered.

"Yeah, like a chunk of the library looks like it's been blown off. What happened?" Rainbow Dash added.

"It's a long story." Twilight answered, "But the most important thing is, that nopony is hurt."

"Well, there's another reason why we're here egghead." Rainbow Dash said, "We saw something strange in the sky. Like a purple vortex. Something flew out of it. Something big that looked like it was metal. Then we saw something else, like, I dunno, fall off it. It looked funny, and it was yellow."

"And not to mention, BIG!" Applejack explained. "We ain't sure what it was, but the vortex thingy appeared when a light shot out of your library."

All eyes from Twilight Sparkle, Rarity, and Spike now stared at Sweetie Belle, who was now, sheepishly backing up.

"Umm, that was my fault." Sweetie Belle said.

"Anyways, that big yella thing, crashed right next to Fluttershy's house." Applejack explained. "We gotta go see if she's ok!"

"Oh NO!" Rarity gasped. "Of all the worst things, this is THE WORST POSSIBLE THING!"

"Is Fluttershy ok?" Twilight asked with concern. Spike gulped hard.

"We dunno. That's why We need to head over there now!" Applejack answered.

"I'm gonna go find Pinkie Pie, the rest of you, meet at Fluttershy's." Rainbow Dash yelled as she zips out the door.

"Spike, stay here with Sweetie Belle. We need to check this out."


As Twilight Sparkle, Applejack, Rarity, Rainbow Dash, and now joined by Pinkie Pie, head towards the crash site of the strange object that fell out of the sky, they see that Fluttershy was already waiting for them.

"Fluttershy! Darling, are you doing alright?" Rarity asked as she hugs her friend.

"Oh, I'm just fine Rarity, thank you for asking. But what happened earlier was scary." Fluttershy said.

"We're just glad you're A-OK!" Pinkie Pie beamed at the yellow pegasus. "So where's the fallen shooting star? I bet I can make a wish. Everypony knows that if you find a shooting star, your wish comes true. I'm gonna wish for the BIGGEST chocolate Sundae EVER!"

"Not now Pinkie." Twilight interrupted. "We need to first, find out what fell out of the sky.

The Mane 6 then begin trekking towards the crash site, about 2 miles from Fluttershy's home. It was easy to find due to the billowing smoke emminating from the area.

As soon as they reach the site, they already see a huge smoking crater in the ground.

"Girls, I'll check it first." Rainbow Dash said, as she flies towards the crater, then enters it.

"Whoa." They hear Rainbow say.

"What? What did you find?" Twilight asked the blue pegasus.

"You guys HAVE to see this!" Rainbow answered.

As the rest of the girls converge on the edge of the crater they see.....

It was unlike anything they've ever laid eyes on.

"What IS that?" Fluttershy asked, while shivering behind Applejack.

"Ohh, it looks like a big metal Minotaur!" Pinkie Pie said.

"I....... For once..... I don't know." Twilight Sparkle said. She was at a complete loss.

"Do you think it's a big alien? Is he here to make friends with us? Invade us? Eat us? I want to throw him a Welcome to Ponyville Party!" Pinkie Pie chimed.

"PINKIE PIE!!!!" The rest of the girls shouted.

"Sorry." Pinkie said sheepishly.

Just then, the big metal creature began to stir. It's eyes began to light up, and it began to twitch. Slowly, it began sitting up, as the rest of the Mane 6 gasped, and backed away. Soon they were face to face, with the large metal being, as it looked at them, with a puzzled look on it's face. The creature seemed to be confused. Then it spoke, or at least it seemed to speak, in several electronic sounding blips and beeps.

"Umm.... Welcome to Equestria?" Twilight said to it, with an awkward smile.

Chapter 2

View Online

Jasper, Nevada...

On the long desert road, A large green SUV can be seen driving in the sunset, towards a large mountain face.
Except this was no ordinary vehicle, it was no other, than the Autobot, Bulkhead. Inside Bulkhead, sitting in the passenger seat, is a young Japanese girl, named Miko.

"That was the best monster truck rally ever, wouldn't you say so Bulkhead?" Miko asked, still in a great mood after seeing the show the just had.

"Sure was Miko." Bulkhead answered. "How about you Jackie?" Bulkhead spoke into his communicator.


Somewhere, flying in the skies of Jasper, was the Autobot ship, the Jackhammer, with the Wrecker, Wheeljack, piloting it.

"I've seen better." Wheeljack answered, "Though it was pretty entertaining. Humans, and their cars."

"You should stop by the base more Wheeljack." Miko said into the commuticator.

"I'll pass for now." Wheeljack answered. "Besides, I heard Doc-Bot's still holding a grudge."

"Aw, come on Jackie" Bulkhead answered, "Ratchet's always a grouch, even when's he's in a GOOD mood. Don't take it personally."

"Yeah," Miko added as she spoke into Bulkhead's radio, "We should totally hang out more. All three of us together, just like today."

"I'd love to, I really do, but I still need to find a new source of Energon. Been kinda running low these days." Wheeljack's voice said over Bulkhead's radio, "Need to scout for some new deposits before the Cons get to it."

"I hear that." Bulkhead replied. "Megatron's been hitting us hard lately. But good thing we got Smokescreen on the team now. You haven't met him yet Jackie, he's impulsive, but he's a good kid."

"I heard you didn't like him at first, Bulk." Wheeljack replied.

"Nah, he's kinda grown on me." Bulkhead answered.

"By the way, I'm just glad you made a full recovery after that run in with Hardshell. But as you heard, our junior Wrecker here, scrapped him pretty hard. She did ya proud, Bulk. I'm just glad I'm not burying another one of my old teammates."

"Heh, cause no one messes with the Wreckers!" Bulkhead said, as Miko gives a thumbs up.

"Anyways, we're about to reach home base. I'll catch you later Jackie. Bulkhead out."

"Later Bulk. And kid, make sure he stays outta trouble will ya? You take care little Wrecker" Wheeljack said, as he cuts communication.

"Very funny Jackie." Bulkhead mumbled.

As Bulkhead pulls into the Autobot base, he's immediately greeted by his new friend, Smokescreen.

"Heya Bulkhead, enjoy the show?" Smokescreen said, in a chipper mood.

Miko exits Bulkhead, as he transforms into robot mode.

"Tonight was a BLAST Smoke!" Miko answered, "You shoulda been there. You coulda met Wheeljack."

"Sorry I had to miss the fun, but Bumblebee and I had to do some practice sparring, Optmus' orders." Smokescreen replied.

"And you could have done it in some undisclosed location! Look at this place, it's a WRECK!" Ratchet fumed.

"Take it easy Ratchet, I said I'll clean it up didn't I?" Smokescreen answered.

Arcee, along with Jack, her human companion, and Raf, Bumblebee's human friend, were on the other side of the base watching the argument unfold.

"You still have a lot to learn kid." Arcee said as they hear Ratchet activate the ground bridge. Optimus and Bumblebee stepped through.

"Optimus," Jack called to the Autobot leader, "How did the Energon scouting mission go?"

"It was a trap set by Soundwave. Megatron had created a decoy Energon beacon that led us astray. We were ambushed by the Decepticons, but we fought our way out. Barely." Optimus explained.

Bumblebee gave his usual beeps and blips.

"Indeed Bumblebee. We must proceed with great caution on our next scouting trip."

"Do any of you require medical attention?" Ratchet asked.

Bumblebee gave a few beeps, as sits on Ratchets medical bed.

"Hmm, several torn joints. But nothing I can't fix." Ratchet said as he examines Bumblebee's right arm.

"I'm just glad you and Bee came back safely." Raf said to Optimus.

"As are we Rafael. Megatron has grown more desperate in the search for the Iacon Relics."

Just then, several alarms begin blazing over the comm system.

"Ratchet, report!" Optimus called.

"I'm on it." Ratchet said as he finishes his patching on Bumblebee's arm.

Ratchet begins to survey the computer terminal. He then sees something strange.

"Optimus, I'm picking up extremely strong energy fluxes. It's happening.... RIGHT ABOVE THE BASE!"

"What?" Arcee asked with concern.

"You mean, we're under attack? Did the cons find the base?" Jack asked.

"No, it's not caused by weapons fire, or Energon discharges. But rather, the energy signature, almost matches those.... of a Space Bridge portal." Ratchet said, slightly bewildered.

"How is that possible?" Optimus asked. "Autobots, we must investigate. Head topside."

"I'll go with." Miko said, as Bulkhead stops her.

"Park it young lady." Bulkhead said as he and the other Autobots, except Ratchet, who's still monitoring the terminal, enter the elevator that takes them to the top of the mountain.

"uuuhhhh." Miko growled.

She then watches Bulkhead, and the others ride the elevator topside, to the surface.

http://www.youtube.com/watch?v=ioXr89D8EBk

As Optimus and the Bots step out of the elevator, they see something strange appearing in the sky right above them. It looked like a space bridge portal, except, it was purple.

"That looks like a portal." Smokescreen said

"Thanks for stating the obvious kid." Arcee mumbled. "The question is, why is it here, and where does it go?"

"I do not know Arcee, but if this is Megatron's doing, we must be prepared for anything." Optimus replied.

Just then they hear what sounded like a flying vehicle head towards them. As soon as it came into better view, Bulkhead immediately recognized it.

"It's the Jackhammer. Jackie's here!" Bulkhead said in a happy tone.

Arcee simply groaned and facepalmed.

"Wheeljack? Why is HE here?!" Ratchet's voice angrily said over Optimus' communicator.

As the Jackhammer touched down. Wheeljack exits and heads towards the rest of the Autobots.

"Sweet!" a young sounding female voice said from behind Bulkhead.

"Oh no," Bulkhead muttered as he turns around. He sees Miko standing behind him, with a huge grin on her face.

"Miko! I told you to wait down below ground." Bulkhead said.

"No way am I missing this reunion." Miko beamed.

"So, looks like the gangs all here." Wheeljack said, as he walks up to Optimus.

"Indeed Wheeljack, while the others may object to your presence, I for one, will always welcome one of our Autobot brothers." Optimus replied.

"What are you even doing here in the first place?" Arcee hissed.

"Picked up a strange anomaly while cruising around. Just happened to be in the neighborhood." Wheeljack replied. "And you must be the new kid. Name's Wheeljack, you must be Smokescreen."

"Yes sir." Smokescreen saluted, "I can't believe it, You're Wheeljack, I mean, THE Wheeljack, one of the greatest Wreckers during the war."

"You know your history kid." Wheeljack responded. "So, what is that thing up there anyway?"

"We do not know currently. But Ratchet is still analyzing it." Optimus answered.

"So, Old grumps downstairs is still mad at me huh?" Wheeljack asked.

"You have no Idea." Miko replied.

"I heard that!" Ratchet fumed on the comm link. "Optimus, I'm picking up a huge energy spike coming from that portal."

Just as Ratchet said that, the portal began to seemingly destabilize. Then a force of suction began eminating from it.

The first one to be sucked towards it was Arcee, as she flies through the air towards it. Bumblebee immediately grabs hold of her, but the pull from the vortex begins to grow stronger.

"Everyone, head underground NOW!" Optimus ordered.

"Optimus, what's happening?" Ratchet asked over the comm.

"Ratchet, the portal is destabilizing, it is beginning to draw us towards it." Optimus replied.

"Optimus, you and the others need to get out of there, NOW!" Ratchet yelled.

Bumblebee held onto Arcee as best as he could, until he too was pulled off the ground. Smokescreen and Bulkhead immediately went to their aid. But soon the pull was so strong, that even they were lifted. Optimus latched onto them, but soon he was airborn as well. Wheeljack immediately boarded the Jackhammer, and flew towards the rest of the Autobots.

"Grab on!" He called, as Optimus and the others clamped their hands onto the Jackhammer's hull.

However the pull had become too great. The Jackhammer was inching closer and closer to the portal. Wheeljack fired full thruster burn on his ship. But it was futile. The whole time Miko watched from the top of the base, hiding behind a large rock she clamped onto, preventing her from being pulled in as well.

She watched in horror as the Jackhammer, even at full thruster burn, was eventually pulled into the portal, with all of the Autobots on it. She felt her stomach turn as the portal disappeared. They were gone.


In the skies over Nevada, a large monstrosity of a ship was flying. It was the Nemesis, the Decepticon Warship, and Megatron's personal mobile base.

"So it appears that Optimus escaped the trap we laid out for him. No matter, perhaps it was for the best. As I intend to crush Optimus Prime, with my own two hands." Megatron said to his communications officer, Soundwave.

Just then, several alarms began to go off throughout the ship.

"Report" Megatron ordered.

"Lord Megatron," Knockout, the Con medic said, "We are picking up a strange energy flux."

"Well, what of it?" Megatron asked.

"Umm.. *ahem* right in front of the ship." Knockout replied nerviously.

"WHAT?" Megatron fumed. as he turns on the viewscreen.

What he sees, is the ship, headed towards a giant purple vortex.

"ALL HANDS, FULL REVERSE!" Megatron ordered.

"The navigation controls are not responding my lord." Dreadwing, the second in command of the Decepticons replied. "And the engines are beginning to burn out."

Multiple Vehicons, and Insecticons scrambled to their stations in an attempt to assess the situation.

"Whatever this is Lord Megatron, It's shorting out all of our systems. We can't break free of the vortex's pull." Knockout reported.

"No! Find a way to get us out of this mess Knockout!" Megatron seethed.

But it was too late. The ship had already entered the vortex. and dissappeared.


As the Jackhammer exits the vortex portal, it begins to lose control.

"I'm losing altitude fast!" Wheeljack called out.

The Jackhammer began to spin in the air.

"Everyone hold on!" Optimus called to the others, still gripping onto the hull of the ship.

"Wheeljack, is there anything you can do?" Arcee yelled.

"Only to hope the landing won't frag us all." Wheeljack answered.

As the Jackhammer continued to careen out of control, Bumblebee loses his grip, and falls off the ship.

"BEE!" Smokescreen called out in horror.

As Bumblebee fell, he braced himself for impact.

Fairly soon. BOOM! He hits the ground hard.


As Bumblebee comes to, he begins to sit up, and very groggly looks at his surrondings. For a moment he is too dazed to figure out how he got here, or even what happened. Then it all comes back to him. He and the rest of the Autobots were pulled through a vortex. He had fallen off the Jackhammer, and landed somewhere unfamiliar to him.

But what Bumblebee sees next, was something he never expected in his life.
Six multicolored equine lifeforms, looking at him.

Bumblebee didn't know what to do, as he was very confused about the situation. Maybe he hit his head too hard on impact.
He began to beep and blip to himself, when suddenly what happened next shocked him even more. The purple one, with both a horn on her head, and wings on her back spoke to him. It TALKED!

"Umm, Welcome to Equestria?"

Chapter 3

View Online

In the secluded area right outside of Ponyville, three miles from Fluttershy's cottage, a meeting of first contact had been made between the Ponies of Equestria, and an Autobot, from Cybertron. Inside the crater, where Bumblebee had crash landed, the six bearers of the Elements of Harmony are now gathered around the Autobot scout, who is now sitting cross legged, and looking at the ponies.

"So, um, shouldn't we like, ask where he came from?" Rainbow Dash said to Twilight.

"Well, I don't know where he came from, but we know EXACTLY how he got here." Rarity fumed. "Sweetie Belle, always causing trouble where ever she goes."

Bumblebee, kept eyeing the six strange looking ponies, the whole time, trying to make sense of the situation.

He never imagined equines could speak, at least never on Earth. He then realized, he may no longer BE on Earth! As the horses and ponies from that particular planet were not sapient, let alone capable of speech.

"Um, so, who you are, and where do you hail from, good sir?" Twilight politely addressed the giant robotic visitor.

"My Name is Princess Twilight Sparkle," She introduced her self, her wings fluttering a bit out of excitement, as she then points to each of her friends.

"And these are my friends, Rarity, Applejack, Pinkie Pie, Rainbow Dash, and Fluttershy."

Bumblebee could only think of one thing at this point.... "who in the Allspark NAMED them?!"

Bumblebee responded in his usual electronic bleeps and blips. The Mane 6 were puzzled by his sounds.

"Oh the poor thing, he's unable to speak." Rarity said.

"Or maybe it's some foreign language." Twilight added.

"Um, yeah, he CAN talk. He just said his name was Bumblebee." Pinkie Pie explained.

"Wait, Pinkie Pie, you can understand him?" Twilight asked. "How?"

"Twi, It's Pinkie Pie, never question it, or think about it too much. You'll go crazy. Trust me." Rainbow Dash said to the alicorn princess.

"What kind of a weird name is Bumblebee anyway?" Rainbow Dash smirked.

Bee gave a number of high pitched chirping noises.

"Well, he just said, What kind of name is Rainbow Dash?" Fluttershy translated.

"HEY! What's that supposed to mean?" Dash angrily yelled, then she realized something. "Fluttershy? You can understand him too?"

"Oh yes," the timid little pegasus replied. "I don't know why but I can make out what he's saying. I guess my ability to talk to animals, and other creatures naturally helps out."

"Well, I guess that makes sense." Twilight added.

"Bumblebee is it? Well I think the name suits you very well my dear." Rarity said to the Autobot. "Especially with that black and yellow scheme. Simply marvelous. Your colors are quite lovely."

Underneath his mouth plate, Bumblebee was smiling to the compliment the fashionista had given him.

"And let's not forget those cool wings on your back. I bet you can fly really really FAST!" Pinkie Pie squealed.

Bumblebee responded with more beeps.

"Oh, I see." Fluttershy said.

"What did he say?" Applejack asked.

"Well, he said those aren't wings, and he can't fly. Those are actually, um, doors."

The ponies were slightly dumbfouded by this.

"Doors, to what sugarcube?" Applejack asked.

Bumblebee gave an electronic response.

"He says he'll show us." Pinkie Pie translated.

To the ponies' astonishment, Bumblebee's body began to shift and change, like a giant puzzle. Before they knew it, he had transformed into what looked like a strange carriage like vehicle.

He then opens his driver side door to show the ponies his interior.

"Oh I get it, DOORS! Funny Joke!" Pinkie Pie began to laugh.

Wow, that was AWESOME!" Rainbow Dash beamed.

"So ya turn into a carriage? But I don't see where anypony can pull ya." Applejack stated.

Bumblebee felt slightly insulted by the comment. He responded with another round of electronic buzzes.

"He said it's not a carriage, but a very mint muscle car. What ever that is." Fluttershy translated.

"A car?" Twilight stated as she took a closer look.

Her eyes then widened, and her wings extended. A large smile then appeared on her face.

"It really IS a car! Oh my goodness, I haven't seen one of these since I was in the mirror universe. Flash Sentry's counterpart of that dimension owned one. How EXCITING!" The Alicorn Princess explained with enthusiasm.

The rest of the ponies simply looked at her with puzzled expressions.

"Umm, Egghead..... What's a car?" Rainbow Dash asked.

"A Car... Also known as an Automobile. A self propelled motor vehicle powered by a fossil fuel engine used for long distance locomotion at high speeds. It's one of the many technological wonders from the alternate world such as Television, Airplanes, Cellular Phones, Computers, and the Internet."

As Twilight finished her short lecture, the rest of the girls looked more confused than ever.

"Uhh, I think ya lost us there, Sugarcube." Applejack muttered.

Bumblebee then revved engine loudly, showing the power of a motorized vehicle. This caused Fluttershy to jump behind Rarity, while Rainbow Dash and Pinkie Pie inched closer in wonder.
Pinkie then laid her head on Bumblebee's hood, as it vibrated.

"HEEEEEYYYY!!!! THIIIIIIIISSSS MAAAAAAKEESSSS MMMMMYYYYY VOOOOOIIIIIIICCCCEEE SOOOOOUUUNNNNDD SIIIIIIIIIIIILLLLLLLYYYYYYY!!!!!"

"Pinkie, stop that." Twilight said while annoyed by her antics.

Bumblebee then transforms back into robot mode. He couldn't help, but find the one called Pinkie Pie, funny as he began to make a high pitched sound.

"Aww, he's laughing! I'm glad I made you happy." Pinkie beamed at him.

"So, Bumblebee, where did you come from, and how is it you turn into a car? I have so many questions." Twilight asked.

Bumblebee began to respond in his usual electronic noises for a good minute or two, then he seemingly finished.

"Oh I see, very interesting." Fluttershy said.

"Flutters? Translation?" Rainbow interjected.

"He says he's from the planet Cybertron, and that their homeworld is no longer inhabitable because of a long war. Oh how terrible. But he did say that he and the other Autobots are now living on a planet called Earth." Fluttershy explained.

"Earth? What kind of a name is that for a world? You'd might as well called it Dirt." Rainbow Dash said.

"Stop being so Rude Rainbow Dash, he's a guest on our world. I swear, sometimes you can be so childish." Rarity hissed.

"So he's an alien. That's mighty interestin'." Applejack said.

"Yeah, like something out of the comics I've seen Scootaloo read." Rainbow Dash added. She then turned her attention to Twilight.

"Hey Twilight! When you went to that other world through the mirror, did the aliens there look like Bumblebee?" Rainbow asked.

"No, I can't say that they do. I mean, his stature and shape looks similar to the inhabitants of that dimension, but they're not giants made of metal. He must be from another world beside the one through the mirror." Twilight explained with a smile on her face. "Fascinating! I didn't think there were other inhabited worlds besides that one."

"Well on with his story," Fluttershy continued, "He says he's a soldier in the Autobot army."

"Soldier? You're not here to invade us are you?" Rainbow Dash yelled while in a boxing stance.

Bumblebee gave a quick response with several beeps and blips.

"No, he says Autobots don't invade, they defend and protect." Fluttershy translated.

"Well, ain't everyday we get to meet a metal alien warrior from another world." Applejack said with astonishment.

Bumblebee responded again.

"He says hes' no great warrior, but a scout mostly." Pinkie translated for the others.

Bumblebee then gave a long winded speech with his sounds, as Fluttershy and Pinkie Pie listened intently.

"Oh my..... He says he's been separated from the rest of his squad." Fluttershy explained. "He fell off the ship he was on when they came to our world. He needs to find them."

"Of course we'll help you Bee, and then I'm gonna throw the biggest WELCOME TO PONYVILLE GIANT ALIEN ROBOT party for you and your friends!" Pinkie Pie added.

"Well the question is, how do we find them?" Twilight asked the Autobot.

Bumblebee looked at his right arm, then pressed something. His forearm turned into a computer screen, as Twilight and the others looked in awe. He then began to speak in his electronic voice again.

"Oooohh, he says this is called a locator beacon, whatever that is, it'll help him find the other Autobots." Pinkie translated.

several red dots appeared on the viewscreen of his computer, as Bumblebee spoke again.

"So those dots are your friends?" Fluttershy asked.

Bumblebee simply nodded.

"Ok then, girls, let's go search for these other visitors. I'm sure they can't be hard to miss. Especially if they're giant robots like Bumblebee here." Twilight explained as she rallied the others.

"That thing looks like a cool map." Rainbow Dash said, as Bumblebee responded with his usual sounds.

"That's because he said it is. And I think I'm kind of figuring it out. So this is where we are," Fluttershy said, and that area where the other red dots are happens to be..... Oh, My...."

"What is ever the matter Fluttershy?" Rarity asked in concern.

"That's...... The Everfree Forest!" Fluttershy shrieked.

The girls looked at each other, and all of them gulped hard.

Chapter 4

View Online

"What do you mean, they just disappeared?" Agent Fowler yelled while on Ratchet's viewscreen.

"I mean, that a strange vortex portal has taken Optimus, and the others, to parts unknown." Ratchet replied.

"So you're telling me, that some freak of a black hole, just randomly appeared over the base, and sucked Prime and the others away? JUST LIKE THAT!" Fowler angrily screamed.

"Yes Agent Fowler, that is exactly the case." Ratchet said, in a forboding tone.

"That's it! I'm heading over there NOW, and you better not be blowing smoke up my backside. Fowler out!"

The view screen switches off, as Agent Fowler hangs up.

"So what happened out there?" Jack asked Miko, who was still shaken by the events that transpired.

"I don't know, this thing appeared over them in the sky. They were all on Wheeljack's ship, when it got sucked through, it disappeared." Miko explained, with tears in her eyes.

"Ratchet, do you have any idea where the portal could have taken them?" Raf asked the Autobot Medic.

"I fear, that, I do not know." Ratchet said grimly. "That portal could have sent them anywhere in the galaxy, or even to another one far away."

Raf, looked at Ratchet, with worry in his eyes.

"Guys, we can't give up hope." Jack said to the others, "There has to be a way. Ratchet, can't you track them? I mean, you can right?"

"I will try. Optimus...... Please, be alright."


In the Ponyville Library, Spike and Sweetie Belle were bored, VERY bored.

"It's not fair, I wanted to see the crashed meteor too." Spike said to the filly. "I'm also worried about Fluttershy. I hope she's ok."

"Me too Spike." The unicorn filly replied. "I never get to go on an adventure with Rarity. Well, except for the gem hunt earlier, but still. She gets to have all these exciting moments happen."

They were both interrupted by a knock on the door.

"Are they back?" Spike wondered as he goes to answer.

When he opens the door, it wasn't Twilight, but another familiar pony he knows from his early years.

"Shining Armor!" Spike called out.

"Hi Spike, it's great to see you again, little bro." Shining Armor replied. "Where's Twily, Cadence and I are both visiting Ponyville this week. We wanted to suprise her."

"Oh, well, she's out. It's just me and Sweetie Belle here." Spike answered.

"Hey there, i remember you from the wedding. Your Rarity's little sister right? You were also one of the flower girls."

"That's me!" Sweetie Belle squeaked.

"Anyways, can you two tell me where Twily went?"

"Sure," Spike responded, "She's over near the edge of Ponyville by Fluttershy's cottage. The others are with her. They're investigating some sort of meteor crash."

"A meteor crash? Sounds exciting." Shining Armor said as he takes his leave. "Thanks, and I'll see you later little bro."

"Good to see you again Shiny" Spike waved as Shining Armor took his leave.


As Bumblebee and the Mane 6 reach the edge of the Everfree Forest, he notices the ponies beginning to grow nervous.
Bumblebee, in his electronic voice begins to ask if everything was ok.

"Well, you see Bumblebee," Fluttershy began to respond, "This is the Everfree Forest. It's a very dangerous, and scary place. All sorts of monsters and creatures live in there. The place is very wild."

"Yeah, and super duper creepy. But it is the place where I found the mirror pool." Pinkie Pie added.

"Let's not go there sugarcube." Applejack interrupted, "I'd like not to remember that incident."

Bumblebee checks his wristmounted viewscreen again, to see the Autobots signals are still showing the rest of Team Prime deep in the forest.

"Well, no time like the present. Let's get going girls. Bumblebee, please lead the way." Twilight Sparkle said to the others, as they begin their trek into the forest.


"Ahh, geez." Wheeljack mumbled as the rest of the Autobots stand around the downed Jackhammer. "Engines are gonna take some time for me to repair it. At least she'll still be flyable later."

"In the meantime," Arcee added, "We need to find out where we are, and most importantly, find Bee."

"Agreed." Optimus said, "We must assess our current predicament, and our location. And search for our missing comrade."

"I'll see if I can locate him." Bulkhead said, as he also turns on his locater beacon. "Scrap, I can't get a signal. How about you guys."

"Nothing." Smokescreen said with his.

"Not even a blip." Arcee answered. "I think that crash did a number on us. At least the communicators work, albeit, short range only."

Optimus also turns on his locater, his seems to be functioning slightly. He notices his own position as well as the others around him, but at the same time, a faint blip off in the distance. It had to be Bumblebee.

"I believe I have his coordinates." Optimus said. "Autobots, transform, and roll out."

"You guys do that." Wheeljack said, as he continues to conduct his repairs on his ship.

"Arcee, stay with Wheeljack, and assist him in repairing the ship. Also, provide him with cover if he comes under attack." Optimus said to the female Autobot.

"You want me to babysit the cowboy?" Arcee objected.

"I want you to work with him. Autobots should not be feuding or holding grudges against each other." Optimus explained. "Like him or not, he is an Autobot. I will not leave one by himself in unfamiliar territory. You will be his backup. That is an order."

"Yes sir." Arcee said.

"Yeah Yeah, whatever." Wheeljack said, as he continues to work on the Jackhammer.

The rest of the Bots transform, and drive off.

As they continue to travel in vehicular form, they notice something large flying overhead through the clearing of the trees.
All of the bots quickly transform.

"Cons?" Smokescreen asked as he turns his hands into blasters.

Upon closer look, the gigantic flying object wasn't the Decepticon warship, but a giant reptilian creature, with spines on it's back, a large wingspan, and a very long tail. The Autobots couldn't believe their optics.

"Whoa!" Bulkhead yelled to the group, "Was that a Predacon?"

"Can't be," Smokescreen answered, "They're supposed to be extinct!"

"I do not believe so, as the creature looked far too organic." Optimus stated, "Suffice to say, It appears that we are currently no longer on Earth. Such a being, cannot possibly be indigenous to the Human world. The portal must have brought us to another planet."

"This is gonna be a problem then. Still, we have to find Bee." Bulkhead added.

"Agreed." Optimus replied.

As Optimus said this, suddenly the computer screen on his wrist shorts out. Seeing that the locater is now useless, he transforms his arm back to it's normal state.

"It appears we must find Bumblebee the old fashioned way." Optimus said, "Bulkhead, take Smokescreen with you and head north."

"Understood Optimus." Bulkhead replied.

"I won't let you down." Smokescreen saluted.

"Try to stay in communication range. Our radio is currently short range only." Optimus ordered. "We will cover more ground this way. Move out."


As Bumblebee continues to lead the ponies towards the other Autobots, his locater suddenly shorts out.

"What happened?" Twilight asked.

Bumblebee responds with his beeps.

"His locater thingamajig just busted." Pinkie Pie said to the others. "He said it took some damage in the crash."

"Great, so how are we gonna find the other aliens now?" Rainbow Dash complained.

"Well, I guess we head in the general direction of where the dots were before his equipment failed." Twilight explained.

"Ooh, I'll find them." Pinkie Pie shouted in excitement as she bolts off.

"Pinkie Pie no, come back here, we need to stay together!" Twilight shouted.

"I'll get her!" Applejack said as she takes off after her.

AJ, not you too!" Twilight groaned.

Before they knew it, both Earth Ponies had disappeared into the woods.

"I'll fly up and find them." Rainbow Dash said as she takes off into the sky.

She suddenly felt a tug on her tail.

"Not without me you're not! I'm not letting you out in these horrid woods all by yourself." Rarity said, using her magic to grab Dash's tail.

"Fine, climb on!" Rainbow Dash said, as Rarity climbed onto her back.

She then takes off to the air and flies off.

"Great, now those two are gone. Well I guess it's just us, right Fluttershy and Bumblebee?"

Bumblebee then begins to feel a sharp pain, he clutches his side, and falls over.

"Oh no, what's wrong?" Fluttershy asked in concern.

Bumblebee responds in his usual electronic language.

"I see, you're injured from that fall." Fluttershy said. She then turns to Twilight.

"I don't think he can go on too long. He needs to rest and recover."

"Alright Fluttershy, go ahead and take him back to your cottage. And make sure nopony else sees him. I don't want a panic to start."

"Got it Twilight." Fluttershy responded.

"Come on now Bumblebee, you need to recuperate."

Bumblebee gives a few beeps in objection.

"Please you need to stop before you hurt yourself even more."

Bumblebee gives another cluster of beeps and blips.

"Don't worry, the girls know the forest pretty well. They'll find your friends. Trust me."

Bee shakes his head slightly, but then gives in.

"There, it won't be so bad. I promise." Fluttershy said to him, as they begin to backtrack to her home.

"Are you sure you'll be ok by yourself Twilight? I really don't like leaving you here on your own, especially in the scary Everfree Forest." Fluttershy asked with concern.

"It's ok Fluttershy, I make journeys through here pretty often whenever I go to visit Zecora. I'll be fine." Twilight answered.

This slightly eased the pegasus' fear, but she still couldn't help but worry. The pair then began to make their way back to Fluttershy's house.


As Rainbow Dash flies through the air, Rarity was holding on for dear life.

"Slow Down Rainbow Dash, I'm slipping. WWWAAAAAHHHH!!!!"

"Heh, too fast for ya Rares?"

"This isn't funny. Somepony could get hurt. And these g-forces are ruining my mane."

"Fine." Rainbow Dash dejectedly said, as she slows down a bit.

"There, much better. You see? You CAN be a civilized pony. Doesn't it feel good?" Rarity asked.

"More like boring." Dash muttered.

As they fly through the air, they see a number of downed trees, it looked like something had plowed through the ground.

"Hey what's that?" Rainbow Dash asked as she flies closer to it.

"Dash, Darling, I don't think it to be wise.... AAAAAHHHHH!!!"

Rainbow Dash zips towards what appears to be a crash site. As they get closer, they see something that surprised them. A large metal object, and two more robots around it. One looked like it was doing some kind of work on the metal thing, while the other was just pacing back and forth.

"Whoa, I think we found them." Rainbow Dash said, as she lands behind a large rock to hide as Rarity dismounts her.

"Indeed." Rarity replied, "So now what do we do?"

"I don't know." Rainbow answered her.

"Well, this forest air is doing quite the number on my sinuses." Rarity said, as she feels a sneeze coming on.

"Oh no, Rarity, don't"

"Ah"

"Rarity"

"Ah"

"NO!"

"CHOOO!!!"


As Arcee continued to watch Wheeljack work on the Jackhammer, she began to groan to herself.

"I Can't believe Optimus just put me on curbside duty." She complained. "Especially being stuck with an insubordinate."

"You know, I can hear you as clear as day." Wheeljack replied.

"I wasn't talking to you!" Arcee snapped.

"Well, I'm the only other bot here." Wheeljack teased, "Unless you like talking to yourself."

Arcee sighed, and rolled her eyes.

Wheeljack then hears something behind him. A sneeze.

"What was that?" He said as he draws one of his swords out.

"Don't know, I'm checking it out." Arcee said

As she moves forward towards the rock, with her blaster hands drawn, she sees movement behind it.

"I know you're there, come out now!" She ordered.

Knowing they've been caught, Rainbow Dash, and Rarity slowly emerge from behind the rock.

"Umm, Hi there." Rainbow Dash greets the female Bot.

Arcee, was at a loss.

"What the? What, are you?"

"Uhh, my name's Rainbow Dash, I'm a pegasus pony, and this is my friend Rarity. She's a unicorn."

"A pleasure to meet you." Rarity said in elegance.

"I see. Yeah, Wheeljack, I don't think we're on Earth anymore."

Wheeljack walks up with his sword drawn.

"Easy there cowboy, I don't think they're hostile." Arcee said.

"So you guys can talk normally, for a sec there, I thought you'd also be speaking in bleeps and blips like Bumblebee." Rainbow said.

"Bumblebee? YOU KNOW WHERE HE IS?" Arcee was shocked.

"Yes, he's with our friends." Rarity answered.

"Is he alright?" Wheeljack asked.

"He's in good hooves, my friends are the most trustworthy ponies in all of Equestria." Rainbow said to the bots.

"Thank Primus." Arcee said with relief. "So Equestria, is this the world we're on?"

"You could say that." Rainbow Dash answered.

"Well, My name is Arcee, and this big jerk here, is Wheeljack."

"Thanks Cee." Wheeljack muttered.

"Cool, well, if you follow us, we should take you straight to your friend." Rainbow directed.


After a bit of a walk, Fluttershy and Bumblebee finally made it back to the cottage.
Bumblebee sits down and begins to rest, as he sees Fluttershy playing with a bunch of animals.
He addresses her with his electronic tongue.

"Oh, well, I'm a caretaker of these animals. They're my very good friends."

Bumblebee nodded, and bleeped again in conversation.

"How, well, I'm not sure why I can understand what you're saying, but I've always had this ability to communicate with animals. Maybe it has something to do with it."

Bumblebee stares at Fluttershy in wonder. Was she like Raf? He wondered. Maybe they share some sort of connection.


Bumblebee gently pets her. This calms her down. For a giant metal robot, he was quite gentle towards her.

One of the bunnies around Fluttershy then hops up to the Autobot.

"Oh, I think she likes you, go ahead, pick her up."

Bumblebee gently scoops the small animal into his hand.

"That's Snowflake, she's a bunny that was hurt. But now she's all better and ready to go home."

As they continue to converse, they hear someone approaching.

"Bumblebee, quick, hide!"

Bee sets the bunny down, transforms into vehicle mode, and hides behind Fluttershy's house.

As the figure approaches, it's revealed to be Shining Armor.

"Hello Fluttershy, I'm visiting Ponyville this week with Cadence. Is Twily here? I was told she's at your place investigating some meteor crash."

"Oh, good afternoon Shining Armor." Fluttershy responded. "It's good to see you again."

"It's great to see you too." Shining Armor said. "So where's Twily and the others?"

"Oh, in the Everfree Forest, searching for the, umm, meteor crash, yes, that's it." Fluttershy nevously replied.

"What? They're in that Celestia forsaken forest?" Shining Armor gasped.

"I need to find them. NOW! Hang on Twily, you're BBBFF is on his way!"

"WAIT!!!" Fluttershy called out, but Shining Armor had already galloped towards the forest.

"Oh no, I didn't want him to find out about the aliens just yet. Bumblebee what am I going to do?"

Bumblebee drives back from behind the cottage, and transforms back into robot mode.
He simply picks up Fluttershy, and holds her, as they both watch the Unicorn head into the forest.

Chapter 5

View Online

"So," Arcee said as she and Wheeljack walked behind Rainbow Dash and Rarity as they moved through the forest, "This world, Equestria is it? Is populated by sentient horses?"

"Actually, we're ponies. Horses are bigger." Rainbow Dash answered.

Wheeljack was puzzled.

"I didn't think ponies were able to talk." He said.

"Of course we can talk, we're not mindless animals." Rarity snapped.

"So where'd you guys come from?" Rainbow asked.

"Some portal sucked us into this world." Arcee told her, "A weird accident or something."

"Well, I certainly have an idea," Rarity added. "Sweetie Belle got a hold of some strange blue crystal. It apparently intensifies unicorn magic."

"Magic?" Wheeljack muttered, "Please, like I'm gonna believe some mystical voodoo brought us here."

"Well, you certainly are rude." Rarity snapped at the Autobot.

"I'm a Wrecker, it comes with the job." Wheeljack replied as Rarity rolls her eyes.

"Come on Wheeljack," Arcee said to him, "It's not unheard of. I mean, the power of the Primes consists of SOME mysticism."

"Blah Blah, not interested. Just need to get back to Earth, so we can start crushing some more Cons." Wheeljack responded.

"Such a ruffian!" Rarity muttered.

"Rainbow Dash right? So where do we go from here?" Arcee asked.

"Right up this way Arcee," Rainbow Dash answered. "I'm have a good hunch they'll be meeting back at Fluttershy's home."

"Hmm, might be better if we traveled on wheels." And with that statement, Arcee transformed into her motorcycle form.

"So you can turn into those self propelled vehicles too. And a bike! Awesome! You look like a speedster. Wanna race?"

"Another time kid. Just lead the way. Need a lift?"

"Nah, I got my wings. I'll fly ahead. Rarity, I think will need one."

Wheeljack also transformed into his car form.

"Wheeljack, give her a ride." Arcee commanded.

"Yeah yeah, climb in toots." Wheeljack said to the unicorn.

"Toots? WHY I NEVER!!" Rarity fumed. "Of all the impolite...."

"Rarity just get inside, or we're leaving you here." Rainbow Dash yelled.

"Uhh, if you insist." She responded as she climbed into Wheeljack's open door.

"You simply MUST do something about these seats. The colors are atrocious. And the decor can certainly see some improvement." She started nitpicking at Wheeljack's interior.

"This... is gonna be a LOOOONG trip." Wheeljack said to himself.


"Hey Bulkhead, anything yet?" Smokescreen asked the big green bot.

"Not a single thing. I don't know if we'll ever find him this way." Bulkhead replied to the rookie.

"Well, we can't give up. I just wanna prove to Optimus I'm a capable Autobot."

"Kid, you'll be fine. Optimus isn't judgemental about anyone under his command. As long as you do your part, and pull your weight. You'll be ok." Bulkhead reassured him.

"I just hope Bumblebee is alright." Smokescreen said, as he looked towards the sky.

Then suddenly....

"HI THERE!" A high pitched voice called out.

The two Autobots instantly froze in place, then readied their blaster arms.

"Who's there?!" Smokescreen demanded. "Show yourself!"

"I'm over here!" The voice said.

Smokescreen and Bulkhead turned towards the direction.

"I don't get it," Bulkhead stated, "I don't see anything."

"Look down!" The voice said again.

Both bots lower their heads downward and see, A little equine, with pink fur, a pink poofy mane, big blue eyes, and a grin on it's face. It was hopping in place happily.

"BAH WEEP GRANAH WEEP NINI BONG!" The pink equine said in a high pitched tone as she waved her hoof at the Bots.

"Umm... What??" Bulkhead said in confusion as he scratched his head.

"But, I thought everypony knew the universal greeting...." The pink little creature said in a slightly disappointed tone.

"Whoa, did that horse just talk?" Smokescreen asked. "I didn't know horses could talk!"

"They can't kid, at least not on Earth. This proves what Optimus said earlier. We're definately NOT on Earth anymore." Bulkhead said to the younger bot.

"Of course I can talk. It would be silly if I couldn't! And I'm not a horse, I'm a Pony!"

"Uuhh, yeah..." Bulkhead said, while scratching his head in confusion.

"Um, so if we're not on Earth anymore, where are we?" Smokescreen asked.

"WELCOME TO EQUESTRIA!" The pink pony beamed. "I'm gonna throw you guys the biggest welcome party it'll make it into the history books! I can't wait!"

The little pony then suddenly bursts into song.....

https://www.youtube.com/watch?v=Ix7vrluEm4E

Both bots look at her with puzzled expressions.

"What, just happened?" Bulkhead asked, confused of where the music seemed to appear from nowhere, as Smokescreen simply shrugged, but with a smile on his face. The rookie was genuinely amused by the antics.

"Well now that I sang my welcome song, the next step is to make friends. I'm Pinkie Pie, who are you?" Pinkie asked the visitors.

"At least the locals are friendly," Smokescreen said to the wrecker. "Name's Smokescreen."

"Hi Smokescreen! You guys are my new friends, I LOVE making new friends! So why are you aliens here, are here to be our friends? Or are you here to invade us? or eat us? or stick a probe up our...."

"PINKIE PIE, THERE YOU ARE!" Another voice yelled from behind the woods.

As Pinkie and the Bots look to see the source of the voice, they see another pony galloping towards them. This one was orange, with a blonde mane. She was also wearing a cowboy hat, and her voice had a southern accent in it.

"Ooh ooohh, APPLEJACK! I found them, I FOUND THEM! The cool giant alien robots."

Smokescreen couldn't help but begin to laugh. This, Pinkie Pie, was very amusing.

"NAILED IT!" Pinkie shouted. "I made another one smile today!"

"Another one?" Smokescreen asked, "Who are you talking about?"

"Bumblebee!" Pinkie answered, "You guys must be his friends. He's our friend, and if you're his friend, then your my friend too."

"BUMBLEBEE?!!" Both Bulkhead and Smokescreen said in unison.

"Is he alright? Where is he?" Bulkhead asked.

"He's A-OK! A little battered up from the fall he took, but otherwise just fine!"

Relieved, the two bots high five each other.

"Thank the Allspark. And thank you for taking care of him." Bulkhead said to the pink pony.

"Aww, think nothing of it." She smiled back at them.

"Well, I'll be a polecat on a farm range!" Applejack said as she walked up to the bots. "So ya did find em' Pinkie. These boys sure are big, especially the green one."

"Aren't they cool looking?" Pinkie Pie beamed, who's already now riding on Smokescreen's shoulder.

Applejack walks up to Bulkhead.

"You look like you can give Big Macintosh a run for is bits!" she greeted the bot.

"Umm, thanks, I think?" He responded.

"Well shoot, where are my manners. I'm Applejack, What's yer name stranger?"

"Bulkhead"

"Well, it's mighty fine to meet ya Bulkhead."

"YAY! Smokescreen and Bulkhead! Our newest friends!" Pinkie Pie shouted, as Smokescreen continued to laugh at her antics.

"I like you already Pinkie Pie!" Smokescreen said to the pony, which made her smile even more.

"So, you think you can take us to Bumblebee? I need to contact Optimus about this, and Let both Arcee and Jackie know too." Bulkhead said.

"Sure, It's right this way partner!" Applejack pointed off in a direction.

"Lead the way." Smokescreen said, as Pinkie hopped on his shoulder, happy as ever that she made friends with a giant alien robot.

"Optimus come in. Optimus do you read?" Bulkhead called into his communicator. "Scrap, he must be out of range."

"Let me try the others." Smokescreen said.

He then uses his communicator to radio Arcee and Wheeljack.

"Arcee, Wheeljack, do any of you guys read?"


"Rainbow Dash, hold up, I'm getting a signal. Someone's on the commlink!" Arcee said, as she comes to a stop and transforms back into robot mode.

"Huh, what's going on?" Rainbow Dash asked.

"This is Arcee, come in."

"Hey Arcee, it's Smokescreen. We just ran into some locals of this world. And after meeting them, chances are good, we're not on Earth anymore. You're probably not gonna believe me when I describe them to you."

"Try me kid."

"Well, they're talking ponies, crazy right?"

"Not really, Wheeljack and I came into contact with some ourselves."

"Really? Well, at least Bulk and I aren't going crazy. Anyways, they said they know about Bumblebee. They found him, and apparently he's safe." Smokescreen said over the commlink.

"The ones we met said the same thing. The ponies you met probably know the ones we ran into." Arcee answered.

"So we're all on the same page? That's great to hear." Smokescreen said.

Rainbow Dash flies up to Arcee's wrist.

"So that thing's like a radio? That's pretty cool." She said.

"It's our communicator. We use it to contact each other when we're separated."

"We tried to radio Optimus, but I think he's out of range. You have any luck?" Smokescreen asked.

"I'll give it a shot." Arcee answered.

She then opens a new channel.

"Arcee to Optimus, do you read? Optimus come in."

Static.

"Scrap." Arcee muttered. "no luck either."

"Don't worry we'll meet up with him eventually. The good news is, Bumblebee's ok." Smokescreen said.

"I'm glad too." Arcee answered.

Then they hear a high pitched sounding female voice on the other side.

"OOh, are calling your mothership? Can I see it? How big is it?"

"Huh? That sounded like... Hey Arcee, can I speak into your com-thing real quick?"

Before Arcee could answer, Rainbow Dash had already landed on her wrist where her comlink is.

"Pinkie Pie, is that you? It's me, Rainbow Dash!"

"OOOHHHH, DASHIE! So you found some cool robot friends too!"

"Yeah, Rarity and I had a run in. We're taking them to see Bumblebee now. I have a good bet Fluttershy probably took him back to the cottage. She's terrified of this forest after all."

"Okie Dokie Loki!" Pinkie responded, "Then we'll meet you there. By the way who's with you?"

"Well besides Arcee, this cool bot who happens to be a girl-bot, and another guy called Wheeljack, Rarity's with me.

"And I'm with Applejack. The guy I'm riding on is Smokescreen, and Applejack is walking next to this big guy named Bulkhead."

"Wait, so Twilight's not with you?" Rainbow asked.

"I thought she was with you Dashie!"

"You mean she got seperated?! Oh no, this is bad. She's all alone in the Everfree Forest. WE GOTTA FIND HER!" Rainbow yelled.

"Oh no, she must be scared and all alone. Don't worry, with these guys with us, no monsters from the Everfree Forest should bother us."

"Um girls," Rarity said as she hangs her head out of Wheeljack's window, "You do know Twilight can handle herself right? I mean, she IS Princess Celestia's prized student who excels in magic, a newly coronated princess herself, AND not to mention she traveled to another parallel dimension on her own."

"Still, I think we should find her first." Rainbow Dash said.

"We'll help you kid." Arcee said. "You went through the trouble of helping Bee. We'll return the favor. We owe you."

"Wheeljack simply grunted, while Rarity scoffed at him.

"Thanks a bunch. You're the coolest alien I know. Well, you're the only alien I know, but still!" Rainbow said.

"What does she look like?" Arcee asked.


"Don't worry Applejack, we'll find your lost friend. It's the least we can do after you girls helped out Bee." Bulkhead said to the cowmare.

"I do truly appreciate that. That's very neighborly of ya." She tipped her hat at Bulkhead.

"So where do we start?" Smokescreen asked.

"uuummmm, THAT WAY!" Pinkie randomly pointed.


Twilight Sparkle had trekked through the forest by herself for some time now, still searching for any signs of the supposed giant alien robots lost in the woods. Normally, she wouldn't have any problems making trips like these as she tends to visit Zecora fairly regularly. But for some reason, she felt a certain uneasiness. As she moved deeper and deeper into the heart of the forest. She was absolutely certain that Bumblebee's readings were this direction.

Little did she know, as she moved through the woods, she was being watched, and followed by a sinister presence in the brush, stalking her.

Twilight couldn't shake the feeling, she knew something was wrong, but she couldn't put her hoof on it. She then heard what sounded like a rustling sound coming from behind her. Slowly she turned around, and notices, many eyes from the woods looking at her. These eyes were pale blue, and pupiless.

"Um, hello?" She nevously addressed them.

Then from the bush, many dark figures sprung out and quickly surronded her.

"CHANGELINGS!" Twilight shrieked as she backed away.

"Right you are, my little pony. And look at you, a Princess now...." A voice said from behind the brush. A pair of menacing green eyes stared at her, then another figure came into view.

"Oh no... NO!" Twilight muttered as she walked backwards. "Queen Chrysalis!? But we trapped you within your own castle with never ending riddles."

"Yes, you did indeed." The Queen answered, "But did you really think I would be imprisoned within my OWN home for long? What a joke."

"I'm warning you. I'm a lot stronger since we last faced off. I've learned quite a few new spells." Twilight threatened, stretching her wings out.

"You think you're stronger than me just because you have wings now? By all means then, impress me Princess." Chrysalis taunted.

As the changelings converge on her, Twilight's horn began to glow, then a huge wave she emitted sent multiple changelings flying off in different directions.

"Impressive, but not good enough." Chrysalis said, as she ordered another wave to attack.

Twilight fired a several beams from her horn, the changelings she hit, suddenly turned into winged oranges.

"Ha! How do you like that?" Twilight said in triumph.

The Queen merely cackled.

"That's your best shot? What an utterly ridiculous and useless spell. My children, change back."

With a number of green flashes, the transformed oranges immediately turned back into changelings.

"What? but how?"

"We can already change at will. It has no effect on us." Chrysalis explained. "Now, capture her! She will make an excellent randsom to Princess Celestia."

Right as the changelings were almost on top of her, Twilight Sparkle teported in a bright flash, and she was gone.

Twilight reappeared in another part of the forest and began to run back towards the direction of Ponyville, when suddenly, another group of green flashes appeared right before her. Queen Chrysalis and a number of her changeling swarm were right in front of her again.

"Teleportation, a simple spell,that even a hatchling would know." Chrysalis said.

Twilight Sparkle began to run, as the changeling gave chase.

"I'm starting to wish I took those flying lessons from Rainbow Dash right about now!" Twilight shouted as she galloped.

"You can run, but you can't hide, I'll get you my pretty!"


Shining Armor had apparently gotten himself lost while searching for his little sister.

"Great, I'm such an idiot." He muttered to himself. "I bet if I actually did find Twily she'd be laughing her flank off at me. Cadence too."

He shuddered at the thought and continued to walk through the woods.

"Still, I can't let my sis venture in these woods by herself."

Suddenly he heard what sounded like a scream nearby. The voice sounded like that of Twilight Sparkle, Shining Armor knew that voice anywhere.

"Oh No! TWILY! She's in trouble!" He yelled as he headed in the direction of the sound.

"Hang on, I'm coming!"


As Optimus Prime continued his search through the forest for his lost teammate, he sees a small object fly up to him. It looked like a small blue orb with two green eyes and a large mouth with insect wings.

Optimus immediately drew his blaster hand at it.

"Scraplets?"

The small creature merely eyed the Autobot leader with curiosity, then flew off after losing interest.

Optimus changed his hand back to normal.

"No, just an indigenous creature of this world." he said with relief.

He then resumed his walk, when he hears what sounded like a scream and a cry for help.

Optimus immediately looked around to see the source.

"Someone is in trouble." He said to himself. "I must provide assistance."

Even though he is on an alien world, Optimus Prime is not about to forsake someone who needed his help.
He immediately transforms into his big rig form, and sped off into the direction of where the disturbance came from.

"Maximum Overdrive!"


"Now then, dear Twilight Sparkle, are you ready to surrender?" Chrysalis taunted as Twilight was now cornered and completely surrounded.

Twilight was at a loss. She didn't know what to do.

"No, go away, leave me alone!" She shouted, as she let out another burst of magic from her horn.

The changelings dodged out of the way.

"Take her, now!" The Queen ordered.

But just as the changelings were about to converge on her, another beam of light shot out from behind them, and knocked out several changelings right in front of Twilight.

Chrysalis, and Twilight turned to see the source. It was none other than Shining Armor.

"BBBFF! Am I glad to see you!" Twilight beamed at her brother.

"So, the hero returns." Queen Chrysalis said with amusement.

"You!" Shining Armor hissed, "I thought we took care of you last year!"

"Hardly. Have you come to feed me with more of your love, oh Prince of the Crystal Empire?" She taunted.

Shining Armor immediately teleported himself next to his sister, and stood in front of her, taking a defensive stance.

"Leave her be. If it's me you want, I'll take you on instead." Shining Armor valiantly said.

"I can feel your love for your sister. It invigorates my strength and nourishes me."

"Twily, when I give the signal, make a break for it. I'll hold them off."

"WHAT?! I can't just leave you here with this witch." Twilight protested.

"We don't have a choice, just be ready to run." he explained.

"NO! I'm not leaving you. We stand together." She shot back at him.

Just as Queen Chrysalis ordered her changelings to take them. Twilight erected a large force field around herself and her brother.

The changelings slammed and rammed it repeatedly.

"This won't hold them for long." Twilight said as she struggled to hold the field.

"There has to be something we can do. Think Shiny Think." He said to himself.

The situation looked rather hopeless. The forcefield was beginning to crack. Shining Armor reinforced it with his own spell, but it would also eventually fail do to the physical onslaught the changelings were doing to it.

Eventually, both siblings faltered from exhaustion, and Queen Chrysalis and her changelings inched forward.

"Now you're both MINE!" She cackled.

But from the distance, something caught all of their attention.

A loud honking noise could be heard, and a large red object on wheels was barreling towards their direction.

The object then screeched to a halt between the changelings and the pony siblings.

To the astonishment of everyone present, it began to shift it's pieces around like a puzzle, changing it's form. Not long after, it had transformed into a giant bi-pedal metal humanoid figure.

The giant looked at the ponies, the one that obviously is female had a desperate look in her eyes. The look of someone who was pleading for help. The other creature, the insect like one, had the green eyes of greed, powerlust, and bloodlust. Then the little purple equine said something.

"Help us, PLEASE!"

Optimus was slightly surprised. He had never encountered sentient equines before, nor had he seen any with wings and horns. They must be the dominant species of this world.

"I said capture them now, do not be distracted by this metal giant." Chrysalis ordered her changelings.

"Who ever you are, cease your attack! I will not allow you to harm the innocent." Optimus said in his stern tone. "Leave these beings in peace, or there will be..... Retaliation."

Optimus activates his faceplate as it covers his mouth.

"Is that so? Well then, We'll just have to destroy you then. For I am Queen Chrysalis, the ruler of the changelings, and no one defies me. Go fourth my changelings. Turn him into scrap metal."

The changelings swooped forward, as Optimus readied himself.

BAM! POW! With a mighty swing of his fists, many changelings were sent crashing to the ground.

Both Twilight Sparkle, and Shining Armor couldn't believe what they were seeing. This giant metal creature came out of nowhere, and now it's protecting them from the changelings. Twilight immediately realized this must be one of Bumblebee's friends. Shining Armor, however, was still in the dark of that whole situation. He has no idea what's going on.

As more changelings begin to swarm around Optimus, the Autobot leader then spreads his arms apart, and in one swift motion, slams his hands together in a massive hard clap. The ensuing shockwave sends the changelings flying out of control in mulitple directions as they crash into the ground and the trees.

"So you defeated my swarm. Very impressive. But now you face the Queen!"

Chrysalis envelops herself in a green light, then in the wake, she had turned herself into a giant black praying mantis roughly the same size as the Autobot leader. She still had her crooked changeling horn on her head.
Optimus sees this, and turns both his hands into his blades.

"Now fall!" The queen yelled as she charged towards the Prime.

She lashes with her pincers at the Autobot, as Optimus parries with his blade, and returns the attack. Optimus Prime swings his blade as Chrysalis catches it, only for him to do a spin, and roundhouse kick her in the chest. Chrysalis steps back, and swings another pincer at him, as Optimus clashes blades with it.

Twilight and Shining Armor were at a loss of words. This giant stranger that saved them is clearly a formidable warrior. Seeing them battle was almost like an elegant dance, yet this was a fight for their lives. Optimus was all over the place, Chrysalis was barely able to touch him, as he countered all of her physical attacks.

Then Chrysalis fires an energy blast from her horn at Optimus, who didn't have time to react. Right when the blast was about to hit him. A purple force bubble blocked the shot.
Optimus looked down to see the purple little equine was using her horn to protect him. He nodded to her in approval, as he began to advance towards Chrysalis again.

"Who are you? Why do you fight me." The Queen demanded.

"My name, is Optimus Prime! And I will protect the innocent when ever they are in need of aid." He replied.

Hearing this, Twilight gained an admiration for this robot.

Suddenly, several blasts of energy struck Optimus in his back, as he fell down. A number of Changelings had recovered and were firing magical bolts at him.

"So, then, Optimus Prime, now you're finished." Chrysalis said as she was about to bring her pincer down on his head.

"No!" Twilight shouted.

But Chrysalis was interrupted by several blasts of energy that hit her side. She turned around to see, several other metal giants now running towards them, firing shots of blasts from their arms. Behind them several ponies were also running towards the area. Twilight immediately recognized them as Pinkie Pie, Applejack, Rarity, and Rainbow Dash.

As the Autobots got closer, Arcee immediately transformed into her vehicle mode, and charged in front of the others.

Queen Chrysalis immediately changed back into her original form, to make herself a smaller target.

"My children, retreat. You haven't heard the last of me Princess Twilight, or you Optimus Prime! I will have my revenge!"

With that statement, Chrysalis immediately flew off with the rest of the swarm following her.

After seeing the attackers fly off, The Autobots and ponies quickly run up to Optimus.

"Optimus, are you alright?" Arcee asked.

"I will survive Arcee." he replied. He then retracts his faceplate, as his mouth is once again visible.

The bots gave a sigh of relief as Optimus stands back up, seemingly unscathed.

"I see each of you has made contact with the locals." Optimus said as he looks at the ponies, who in turn were staring at Optimus in awe.

He then turns his attention towards Twilight Sparkle and Shining Armor.

"Are you hurt? Do either of you require medical attention?" He asked the pair.

"We're quite fine sir. And thank you, you saved our lives. We're in your debt." Twilight happily said to the Prime. "My name is Princess Twilight Sparkle, and this is my brother, Shining Armor, the others, they're my friends."

"Hi I'm Pinkie Pie"

"The one and only Rainbow Dash"

"Rarity, it's a pleasure"

"Name's Applejack."

"And these are my Autobot companions." Optimus said as he point to the others.

"Call me Arcee"

"I'm Bulkhead"

"Smokescreen, at your service"

"Wheeljack"

"And I, am Optimus Prime"

The Autobot leader, then crouches down in front of the young alicorn.

"So you are a princess.... Are you the leader of this world?" Optimus asked.

"What? No, of course not. I'm still learning about my new status. Princess Celestia is the true ruler of our world." Twilight Sparkle replied.

Shining Armor then questions Twilight about what's going on.

"Twily, what are you doing here in the forest in the first place? Spike told me you were investigating some sort of meteor crash, but from what I can see, these guys aren't meteors."

"You're right BBBFF."

"BBBFF?" Arcee questioned.

"Big Brother Best Friend Forever."

"huh..."

"You see Bro, What fell out of the sky, wasn't a meteor, but an alien robot. His name is Bumblebee, and these other Autobots, I think that's what they're called, are his friends. They came to this world by accident. They just want to find their friend, and we were simply helping them."

Shining Armor was at a loss of words. Aliens? He couldn't process that through is mind, yet here they are, standing in front of him. At least they're friendly.

"I see." he replied.

"Bumblebee? You know of his whereabouts?" Optmus asked.

"yes sir, he's with our friend Fluttershy, she's been taking care of him, and tending his wounds. He'll be just fine." Twilight answered him.

"It is clear you had Bumblebee's best intentions at heart. Thank you, Princess Twilight Sparkle. It appears I too, owe you a debt of honor."

Hearing this, Twilight blushed. It wasn't every day she would receive a compliment from an alien lifeform, especially one with such honor and integrity. She began to respect Optimus even more.

"Please, just call me Twilight." She addressed the Autobot Leader.

"Sir, I thank you for saving my life, and my sister's. I was once Captain of the Royal guard in Celestia's army. But now I'm the Prince of the Crystal Empire north of here. I would like to welcome you to our land of Equestria." Shining Armor saluted Optimus.

"Thank you, young Prince." Optimus replied as he returns the salute.

"I have to write a letter to Princess Celestia about this." Twilight said.

"Yeah, except Spike isn't here to send it. He's back in the library, remember?" Rainbow Dash reminded her.

"Oh right. Well plan B. Let's meet up with Fluttershy, and Bumblebee. Then let's head to Canterlot to meet Princess Celestia."

"Sounds fine to me." Pinkie Pie said in her chipper tone.

"Good Idea, Cadence is currently there too." Shining Armor added. "We wanted to surprise you with our visit this week, but you're the one who gave me a huge surprise instead by making contact with Aliens."

Then it's settled. Let's retrieve Fluttershy and Bee, and go to Canterlot."

"I believe meeting the ruler of this world will greatly be benificial to us. Let us meet this Princess Celestia. Perhaps she can aid us in finding a way for us to return home." Optimus said. "Autobots Transform, and ROLL OUT!"

Chapter 6

View Online

As Bumblebee and Fluttershy continue to sit outside of her house, and wait for the others to return from the Everfree forest, Fluttershy's animal friends have joined in on the impromptu tea party she had put together.

"Would you like some tea Bumblebee?" the pegasus asked.

Bumblebee responded with his electronic whirls.

"Oh, right, you're a robot." She replied.

He gave another response to her.

"Well, if you don't eat or drink" Fluttershy asked, "Then how do you survive?"

Bumblebee gave an answer with his robotic voice.

"Fuel up on Energon? What's Energon?"

Just as the two conversed, Bumblebee then sees several vehicles approaching them. He immediately recognized them as the rest of his team, and riding inside of them were the rest of the ponies, plus a male unicorn he hid from earlier. Rainbow Dash, however, still preferred to fly on her own.

As the ponies exit the vehicles, they transform into robot mode, giving Fluttershy quite the shock.

"BEE! There you are!" Bulkhead happily yelled, as he walked towards his friend. "You're playing with animals? Heh, you're getting soft." The Wrecker then gives a light chuckle.

"EEEP!!!" Bulkhead heard a high pitched squeal coming from next to him.

"Um, Hey..." Bulkhead meekly greeted the pegasus and waved at her.

Bumblebee quickly spoke to Fluttershy in his electronic voice.

"Oh, he's one of your friends? I see.... Well, he's very.... um, big..." She nervously said.

"FLUTTERSHY!" The rest of the ponies called to her. As Fluttershy ran up and hugged all of them.

"Oh, girls, you're ok! I was so worried. I was afraid the monsters from the Everfree Forest got you all."

"Fluttershy," Twilight Sparkle said to her, "I want to introduce you to our newest friends, This is Optimus Prime, and the Autobots."

She pointed to a large red and blue robot that was taller than the rest. Fluttershy was shivering at the shear sight and size of it.

Optimus then kneeled down, and addressed the timid pegasus.

"Hello, you must be Fluttershy, As your friend Twilight stated, My name is Optimus Prime. I wish to thank you for your care of one of my fellow Autobots. It is clear that you may have saved his life. Do not be frightened, I know our appearance, can be rather imposing, but I assure you, we Autobots mean you no harm."

Fluttershy, seeing the look in his eyes, and the gentle tone of his voice, understood, this alien visitor is indeed friendly.

"For a big scary monster, you're very nice." She replied.

"She's a cute one." Smokescreen said as he greeted Fluttershy. "I'm Smokescreen, warrior in training, and newest recruit to Team Prime."

"Team Prime?" Pinkie Pie asked, "Are you guys superheroes? Because that would be the greatest thing ever."

"Well, not exactly," Arcee answered. "We may fight bad guys, but we're more like soldiers than anything else."

"That still makes you cool from my point of view." Rainbow Dash replied as she flies and the air and does several loops.

"Well, I'm still 20% cooler."

"Keep telling yourself that kid." Arcee smirked. "Why do I always deal with the brash ones?"

"Well, now that everypony's here..." Twilight began to say.

"Everypony?" Wheeljack interrupted.

"Yes, that phrase is a part of our every day language, is something wrong?" Twilight asked.

"Whatever." He scoffed.

"So rude..." Rarity muttered, still disapproving of the Wrecker's mannerisms.

"As I was saying, We need to head to Canterlot. Since Spike's not here, I won't be able to reach Princess Celestia, and under such short notice, I need to let her know about our visitors. Also, we have another pressing matter to discuss. Shining Armor and I were attacked by the changelings. Queen Chrysalis is back."

"WHAT?!" Fluttershy shrieked.

"That's right sugarcube, why if it weren't for Optimus here, they probably woulda' bought it." Applejack explained. "The big lug really pulled through."

"That's terrible! We have to let Princess Celestia know about this." Fluttershy said. "I'm so glad you and Shining Armor are ok Twilight."

She then gives her Alicorn friend a hug, as she cries into her shoulder.

"I'm fine Fluttershy." Twilight reassured her.

"Commander Prime," Shining Armor addressed the Autobot leader, "I am at your service."

"At ease, young one. Let us go to this capital of yours and meet the ruler of this world." Optimus said to the others.

"Yes sir!" Shining Armor saluted.

Twilight Sparkle couldn't help but laugh, it's clear her brother had found a hero, though she herself couldn't help but admire the Autobot leader. He risked his own life to save them after all.

"Canterlot is up that mountain side. You can see the castle from here." She pointed.

" *whistles* Nice place." Smokescreen said as he looks at the capital.

"Well, what are waiting for? ROAD TRIP!!!!!" Pinkie Pie chimed in.

"She's a lot of fun Bee, I kinda like her." Smokescreen said to the scout.


"We usually take the train, but since you guys are already vehicles, there's no point." Rainbow Dash said, as she rides Arcee's motorcycle mode.

The group had already made their way up the mountain side towards the capital, with the ponies riding in the Autobots. Pinkie Pie in Smokescreen, Applejack in Bulkhead, Rarity in Wheeljack, Fluttershy in Bumblebee, Rainbow Dash on Arcee, and Twilight and Shining Armor in Optimus.

"Thought you wanted fly kid." Arcee addressed the pegasus.

"Normally yeah, but Canterlot is a bit of a trek, so I'll let you do the speeding. Say, you're pretty fast. We need to race sometime." Rainbow Dash replied.

"I normally enjoy a good drive when I'm not being shot at by Cons." Arcee told her new companion.



"Hooo doggie!" Applejack said as she sat in Bulkhead's passenger seat, "You look like yer as tough as an Ox."

"It comes with the job." Bulkhead replied. "I'm kinda the team's big bruiser."

"Somepony with yer size and strength can really be a big help on the farm. Whatdaya say?"

"Maybe." Bulkhead answered. "I know a few things about working labor. It's my former job before I became a soldier."



"Ugh, Really now Wheeljack," Rarity complained, "Must you be so bumpy? A lady should never be treated in such a rough manner ."

"Stop being a backseat driver, and let me do my thing." Wheeljack responded. "Besides, where's the fun if everything's so smooth all the time...."

Rarity merely rolled her eyes again at his comment.

"Why am I stuck with the ruffian?" she thought to herself.


It wasn't long before the group reached Canterlot, as they drove through the streets. Many of the ponies were dumbstruck at these, self propelled vehicles. Everywhere they drove, many of them stared, others were curious, some were frightened, others thought it was some traveling show.

Bumblebee beeped and blipped to Optimus.

"Indeed Bumblebee, it appears that motorized vehicles are scarce on this world, to the point of non-existant." Optimus replied.

"So no matter what form we are, we stick out like sore thumbs. Great." Arcee muttered.

"Regardless, everyone maintain vehicular form until further notice. It is best we do not alarm the population." Optimus ordered.

Soon they reached the castle's main gate. The guard standing in front were alarmed at the appearance of several unidentified vehicles that had stopped in front of them. As Optimus' doors open, both Shining Armor and Twilight Sparkle hopped out.

"Long time no see fellas." Shining Armor greeted his old comrades.

"Captain Armor, SIR!" The guard saluted. "It's good to have you back. Your wife is waiting for you inside."

"At ease boys. My sister and her friends are here to see Princess Celestia, oh and these vehicles are to come into the castle courtyard with us."

"Sir?" The guard asked.

"Long story, but it's urgent." Shining Armor answered.

"Yes sir, I'll inform Princess Celestia, Princess Luna, and Princess Cadence of your arrival as well as the bearers of the elements and Princess Twilight." The guard said as he opened the gate and allowed passage through.

"Thanks guys." Shining Armor replied.

"Now that's settled, let's get going." Twilight said to her brother.

The pair then head back to Optimus and climb in his doors.

"This way, Captain Armor, and Princess Sparkle." The guard pointed as the vehicles enter the castle gates.

Now that they were inside, and no other guards were around, Twilight gave the signal as all the ponies exit their Autobot companion. The Autobots then transform into robot mode.

"It's right this way Optimus." Twilight pointed as they approach the main throne room gate.

"Princess Celestia and Luna must be inside. I wonder if Cadence is there to." She wondered.

"Let us go in first, Commander Prime." Shining Armor said, "then when everything is settled, we'll call for you."

"Understood." Optimus responded.

Twilight Sparkle gave a deep breath, and opened the main doors.

As Shining Armor and the Mane 6 enter the room, Princess Celestia can bee seen sitting on her throne, while Luna was looking out the window and Cadence speaking with a number of guards.

"Twilight Sparkle, Shining Armor, and all of your dear friends." Princess Celestia greeted, "Such a pleasant surprise to see you all here."

"Princess Celestia!" Twilight happily called to her teacher, as Celestia descends from her throne, and with her wings, gives her young student a hug.

"Greeting Twilight," Luna also responded, "It is always a pleasure to see you, and your wonderful friends again."

"Thank you Princess Luna. I'm happy to see you too." She smiled at the night princess.

The rest of the Mane 6 bow, as Cadence greets her husband.

"Well, took you long enough to get back here." She teased.

"Well you know me, couldn't stay out of trouble." He teased back.

"You know you spoiled the surprise right?" Cadence said to her husband.

"Couldn't be helped right now. We have something important to discuss actually." Shining Armor, now back in serious mode.

"Is something wrong?" Cadence now asked with concern.

"I'll let Twily do the talking."

"Princess Cadence!" Twilight happily galloped to her sister in law and former foal sitter.

"SUNSHINE SUNSHINE LADY BUGS AWAKE, CLAP YOUR HOOVES AND DO A LITTLE SHAKE!" The two mares sang and danced in unison.

"I'm so happy we can see again so soon Twilight, but Shining Armor said something came up. Is there something wrong?" The young princess asked.

"Well, kind of yes, and kind of no." Twilight responded, confusing the three alicorn princesses.

"Is there something troubling you?" Celestia asked in concern. "It's alright, you can come to me about anything."

"Well, I'm sure that everypony already knows about the supposed meteor crash that happened close to the Everfree Forest this morning right? I mean it's all over the Foal Free Press as I noticed while traveling here."

"Yes, of course." Princess Celestia responded.

"Well, what fell out of the sky, wasn't exactly, meteors...."

Confused, and now concerned, Princess Celestia became greatly curious.

"It wasn't a meteor? Well, if that isn't the case, what exactly fell?" The princess asked.

"Ho boy..." Twilight Sparkle nervously said.

"You can do it Twi." Applejack reassured her. "Princess Celestia will understand."

"Well here goes, I think it's better to show you." Twilight answered. "Rainbow Dash, let them in."

"Got it Twilight!" Rainbow Dash said as she zipped towards the main doors.

"What's going on?" Cadence asked in confusion.

Not before long, Rainbow Dash reappeared from behind the doors as she opened them, and then loud footsteps could be heard.

Very soon afterwards, a giant metal bulky, and green bipedal figure began to walk into the room. Behind it, another smaller yellow and black robot also made it's way in. Behind that one, a smaller, blue and more feminine one also walked in. Not long after, a white and blue figure with the number 38 on it's wing like protrusions also came in, followed by another white robot, that was rather gruff in appearance. Finally, the largest, a red and blue colored giant also appeared as he walked calmly towards the princesses. He then lowers his head and looks at them.

This one had a very dignified, strong, but yet, gentle aura.
Cadence gave a slightly nervous and awkward grin, and waved at these newcomers, while Luna was completely blown away. Celestia however, simply smiled, and seemed to be taking this very well.

"Um Princess, please don't be alarmed. They're friendly. You see, we made contact with aliens." Twilight explained.

"Yes, I can see...." Celestia responded, completely intrigued and amazed.

The large red one then kneeled down in front of the Sun Princess.

"Greetings, My name is Optimus Prime, we are Autonomous Robotic Lifeforms from the planet Cybertron. It is an honor to meet the head of royalty of this world. These are the rest of my companions... Arcee, Bulkhead, Bumblebee, Smokescreen, and Wheeljack."

"Please," Celestia responded, "The honor's all mine. I am Princess Celestia, co-ruler of Equestria. This is my sister, Luna, and the lovely young one is Princess Cadence, ruler of the Crystal Empire. It isn't everyday that I get to meet a being from another world. Come, do make yourselves comfortable."

"Don't mind if I do." Wheeljack said, as Arcee elbows him in his midsection.

"You're in the presence of royalty, Jackie Boy. Show a little restraint." She hissed at him.

"I thank you for the hospitality, your majesty." Optimus replied.

"So how is it you came to our world of Equestria?" Princess Celestia asked.

"That's something maybe I can explain." Twilight added. "You see, there was a magical mishap."

"Magical mishap?" Celestia said, with a raised brow.

Twilight immediately sank her head low with a nervous grin on her face.

"Twilight, did you perform an advanced spell you couldn't control?"

"Well...."

"Princess Celestia, please, it wasn't Twilight's fault. It was mine!" A familiar squeaky voice shouted across the room.

Rarity immediately recognized it.

"SWEETIE BELLE?! What are you doing here?" Rarity shouted to her sister, who is joined by Spike standing behind her.

"SPIKE!" Twilight called out.

"Is that, a talking lizard?" Wheeljack asked.

"I've seen weirder." Arcee added.

"Looks like a tiny Predacon." Bulkhead explained. "but organic."

"Well, we are in a world of sentient Equines." Smokescreen chimed in. "Guess we should get used to talking animals."

"Well, we kinda took Twilight's balloon and followed those weird looking vehicles that we saw heading towards Canterlot." Sweetie Belle explained, to Twilight's horror.

"You did what?!" Twilight said in shock. "That was extremely dangerous! Hot air balloons are not a filly's toy."

"It's ok Twilight," Spike said, "I know how to work one. I've seen you do it like a million times already. It's not like you need it anymore, with you having wings now, and all."

"I still have to take flying lessons to use them properly, Spike." Twilight said to the young dragon. "I thought I told you two to wait for me back at the library."

"Please don't be mad, we were just worried about you when you never came back." The young dragon responded.

"So these guys are aliens. That's so cool!" Sweetie Belle beamed as she ran up to the Bots.

"Vehicles?" Luna asked.

"Well, we Cybertronians have vehicle modes." Arcee explained. "We use it not only for locomotion, but sometimes, disguise as well."

Arcee, Bulkhead, and Bumblebee then demonstrated by transforming into their V-modes.

The Princesses looked on in wonder. Sweetie Belle and Spike where mesmerized by it.

The bots then transform back, as Princess Celestia begins to chuckle lightly.

"Certainly convenient, when one is their own form of transportation." Luna joked.

"Yeah, you probably don't have to worry about paying for train tickets for the rest of your life." Rainbow Dash added as she giggled. Pinkie Pie and Cadence couldn't help but laugh at the comment as well.

"So what happened? How did these beings come to Equestria?" Cadence finally asked.

"Well, I kinda did something with magic that I couldn't control. It opened up some kinda portal that brought these guys here from a different world." Sweetie Belle explained, with her head hung low while staring at the ground.

"Young Sweetie Belle, what you did was a very dangerous and irresponsible thing. You could have seriously hurt yourself, or brought something far nastier to our world." Celestia said in a stern voice to the filly.

"I'm sorry, i promise I won't do it again." Sweetie said.

"Please, don't blame her, She's still young. If anypony is to blame, it was me. Ever since I found that strange blue crystal."

"Blue Crystal?" Smokescreen questioned.

"Yes, this crystal apparently enhances, and intensifies our unicorn magic." Rarity explained.

"Intensifies magic?" Shining Armor asked, "That sounds dangerous."

"Indeed Shining Armor." Celestia added, "Where did you find it Rarity?"

"On a mountain range right outside of Ponyville."

"This is most disturbing. If a crystal can intensify magic without the user's control, it can seriously hurt some pony. And if an entire mountain is full of these gems, it can be diasasterous. We must quarantine the area for everypony's safety." Celestia explained.

"So what does this gem look like?" Cadence asked.

"I got it right here." Spike said as he pulls out the fragment.

All of the Autobots gasp as they see the crystal.

"You gotta be kidding me!" Bulkhead said in surprise, "On this world?"

"You guys know what this is?" Twilight asked in surprise.

"Twilight, the crystal your young friend Spike has in his possession, is no ordinary gem, it is called Energon. It is our fuel, and lifeblood. It is what sustains us. Without it, we Cybertronians cannot survive."

"That's Energon? I heard Bumblebee mention it to me earlier." Fluttershy said, as Bee blipped and bleeped at her.

"So you eat those things? They don't look very yummy." Pinkie Pie said while sticking her tongue out.

"That's a raw Energon crystal, and highly unstable in this form. Keep it away from heat or any electricity, or else, BOOM!" Wheeljack said.

"You mean it'll explode?" Spike shrieked as he drops it on the ground as the rest of the ponies back away as they hear what it will do.

"Do not worry, you are not in any imminent danger." Optimus said as he picks up the Energon. "Once processed into stable Energon Cubes, or in liquid form, it will become useable as the fuel we need to survive."

"Good thing I got an Energon processing kit back at the Jackhammer, or we'd be in some serious trouble." Wheeljack said.

"Indeed." Optimus replied.

"So, that entire mountain could explode, like a volcano?" Rarity asked in concern.

"I wouldn't worry about it. If it's coated in rock, your town should be fine." Bulkhead reassured her.

"Well, since you are here on our world, I must ask, what do you seek?" Princess Luna asked.

"Only aid, in our return back to our world." Optimus answered.

"This Cybertron place?" The night princess asked again.

"Unfortunately, we cannot return to Cybertron. Our home planet was rendered uninhabitable due to eons of Civil War."

"War? How terrible." Cadence said.

"Why where you fighting a war?" Twilight asked.

"It was to stop a power hungry individual and his followers from plunging our world into darkness. One who I once trusted, and considered a brother.... Megatron. Megatron, and his followers, calling themselves, Decepticons, wished to conquer Cybertron and rule with oppression, and tyranny. To oppose this threat, The Autobots were formed. I am the leader of the Autobots. My team and I have fought Megatron and the Deceptcons for may millenia. The fighting was fierce, until one day, the very core of our world was infected by the darkness. Soon, our world stopped it's production of life giving Energon, and died. We were forced to take an Exodus through space.
We eventually came across a new planet called Earth. The planet was seeded with Energon from the early days of the war. Both sides began shipping Energon off of Cybertron. That is perhaps how your world has Energon deposits as well. We mainly live on this new world as robots in disguse, as we do not wish to cause a panic to the indigenous lifeforms that are not familiar with extraterrestials. Unfortunately, The Decepticons had also found Earth, and are now focusing on it's conquest. Megatron will stop at nothing to take the world by force. He is merciless, and evil. I pray that you will never have to face the Lord of the Decepticons."

"That's terrible." Twilight said, with tears in her eyes as she listened to their plight. "To lose your home like that. I could never imagine losing Ponyville, let alone all of Equestria."

"Let us hope you will never have to experience such a thing." Optimus said.

"So, you're not staying with us?" Pinkie Pie sadly asked.

"I am afraid we cannot." Optimus answered the pink pony.

"But, you're all my new friends, I don't wanna see you go."

"So ancient aliens came to our world before and put this Energon stuff here? Wicked!" Spike said with a smile.

"I am sorry Pinkie Pie, but we must return to Earth. I fear for the planet's safety. Our absence will only assure Megatron's victory. The inhabitants of Earth do not deserve to be subjugated by the Decepticons."

"I understand Optimus Prime," Princess Celestia responded. "We will aid you however we can."

"I thank you, your highness."

Hearing Optimus' selflessness once again made Twilight Sparkle admire the Autobot leader.

"There's one more thing I need to report Princess Celestia." Shining Armor said. "Queen Chrysalis and her Changelings have returned. Twily and I were attacked in the Everfree Forest."

Princess Celestia gasps at the news.

"Oh no, are you two alright? You're not hurt are you?" The sun princess asked.

Hearing this, Cadence immediately embraces both her husband and Twilight.

"We're fine. It was Optimus who saved us." Twilight explained.

All eyes were now on the Autobot leader.

"Optimus Prime, you have done us a great service. I cannot thank you enough for saving them. I consider both Shining Armor and Twilight Sparkle like family to me. Words alone cannot express my gratitude fully." Princess Celestia thanked.

"I was merely doing my duty. We Autobots protect and defend the innocent."

"Then please, let me make an announcement to our kingdom. I wish to give you the welcome you deserve during your stay."
Princess Celestia said with a smile on her face.

"Whoa, you mean all out in public?" Bulkhead asked.

"Isn't Autobot rule number one on alien worlds is to keep a low profile?" Smokescreen added.

"Are you sure this is a good idea? We don't want to start a panic among your people." Arcee explained.

"Oh nonsense, you are our most honored guests. I can't have true heroes living in the shadows." Celestia replied.

"INDEED LET US ANNOUNCE THE ARRIVAL OF OUR NEWEST FRIENDS FROM BEYOND THE STARS AND CELEBRATE WITH A GREAT FEAST!" Luna shouted in the traditional royal Canterlot voice.

The Bots and other ponies just stared at her.

"My apologies." Luna said while blushing.

"That was awesome! I Can't WAIT to tell Apple Bloom and Scootaloo. ALIENS!" Sweetie Belle happily squeaked.

"As for the Changelings, I will send patrols out to keep our citizens safe." Celestia said to the others.


Far on the other side of the Badlands, A dark castle sits on a mountain. This was none other than the home of Queen Chrysalis, as this area was changeling kingdom.

"Curse that Twilight Sparkle, and that metal freak for ruining my plans to take Canterlot. I will rule Equestia one way or another." She fumed.

Suddently, a loud thunderous sound could be heard, followed by the entire castle shaking violently.

"What's going on?" Chrysalis yelled, as her changeling guard reported to her.

"My Queen, it appears that some large object fell from the heavens, and has crashed by the cliff side near the castle." The guard said.

"Hmm, let us investigate then."

As Queen Chrysalis, and a number of her minions head towards the area, they see something lying at the top of the cliff. Something alien, and something BIG.

"Well now," Queen Chrysalis smirked, "I believe we have some new neighbors."

Chapter 7

View Online

It's been nearly twenty four hours since Optimus Prime and the other Autobots disappeared while investigating the strange portal that appeared over the base. Ratchet had not rested, or even moved from the computer monitors since the incident. He was glued to the screen, trying to find something, ANYTHING that could bring Optimus and the others back.
As for Jack, Miko, and Raf, they too hadn't stopped worrying about their lost Autobot friends.

"So tell me doc bot," Agent Fowler said while losing his patience, "How, in UNCLE SAM'S BEARD have you not found them yet? I thought you're the smart one of the group."

Ratchet was at his processor's end. "For The LAST Time Agent Fowler! We DON'T KNOW WHAT HAPPENED! I'm still tracing some of the residual energy from the vortex, but it's an energy I've never seen before!"

"Are you sure the Cons don't have anything to do with this?" Fowler asked.

"That's the other weird thing Agent Fowler," Jack Answered. "There's been no sign of ANY Decepticon activity since it happened. It's like they just left."

"WHO CARES ABOUT THE CONS!" Miko cried, as she was in tears. "I JUST WANT BULK AND THE OTHERS BACK! For All we know they could be suffering!"

Hearing this, deeply upset the others, as Fowler, Jack, Raf, and Ratchet looked on with concern.


The Autobot weren't exactly suffering, but they were indeed in a rather awkward position. For as long as they've been on Earth, they had alwasys been robots in disguise. This however, felt out of their element. Princess Celestia had called for a grand public announcement at Canterlot. The citizens gathered from all around Equestria were too busy gawking at the Autobots and not really paying any attention to Princess Celestia's welcome speech.

"Do not think of them as other worldly beings! But as Honored Guests. Treat then as you would any other po..."
Celestia corrected herself. "Citizen! This is to be considered a Glorious moment for not just Canterlot, But for All of Equestria! Please I would like you to welcome our newest friends, It is My great honor to Introduce OPTIMUS PRIME AND HIS FAITHFUL AUTOBOTS!"

There was a round of Cheering. Optimus did feel very humbled by this welcome. But he knew that coexisting with these new being was going to very difficult. However Twilight's warm smile did sooth his worries somewhat.

"Well, so much for discreet." Arcee said as Smokescreen and Bumblebee began waving to the crowd.

"Doesn't seem so bad." Smokescreen added as he smiled and waved.

"Of course!" Pinkie Pie said, as she sat on his shoulder, "Everypony's very happy to meet you, and they can't wait to be your friend!"

"I still don't know if this is a good idea." Bulkhead said to Optimus, "We've always been keeping a low profile as not to cause a panic."

"I understand and have noted your concern Bulkhead," Optimus replied, "But these ponies seem less supersticious and more accepting than humankind. Perhaps it is for the best."

As the bots continue to converse, Wheeljack then sees Sweetie Belle, the little unicorn filly from before run up to him. Behind her, two other young ponies around the same age range as her followed. One was a yellow filly with a red mane, and a bow in her hair, the other was a short maned orange pegasus. As they run up the the Wrecker, he can clearly see the huge smiles on their faces.

"See?! I told you, ALIENS!" Sweetie Belle beamed. "Hi Wheeljack, remember me? I'm Rarity's little sister. These are my two friends, Apple Bloom, and Scootaloo. WE'RE THE CUTIE MARK CRUSADERS!"

"Umm, yeah..." Wheeljack responded, slightly annoyed.

"I think you're the coolest looking alien out of all of them." Sweetie Belle added, "and it looks like you already know Rarity pretty well."

"We're not exactly friends." Wheeljack said to the filly.

"I heard you can turn into a motor vehicle!" Scootaloo said, "How fast can you go?"

"Yeah," Apple Bloom added, "Can ya do stunts and tricks?"

Wheeljack simply rolled his optics and sighed.


As Shining Armor stood next to Optimus, he was wearing his traditional red uniform. Identical to the outfit he wore during his wedding. As he stood proudly next to the Autobot leader, and his sister, Rainbow Dash began to giggle. Shortly afterwards, so did Princess Cadence.

"You noticed it too huh Princess?" Rainbow Dash asked, as she tried to hold back her laughter.

"Ooooh, yeah." Cadence smirked.

"What's so funny you two?" Shining Armor asked.

"NOTHING!" Both Dash and Cadence answered in unison, still snickering.

Twilight Sparkle then noticed their chuckling, looked at Optimus, then at her brother, then at the Autobot leader again, then her BBBFF again. Finally she got what her sister in law, and one of her best friends found so amusing. The colors, the red torso, the blue helmeted head of Optimus, and Shining Armor's mane. The white colored legs. The two of them looked almost alike, though one's a giant robot, and the other's a unicorn. Soon, Twilight began joining in on the joke, as Shining Armor, still clueless as ever, looked on in confusion.


The Nemesis

"Dreadwing!" Megatron called to his second in command, "Damage report."

"All of our engines are off line, and our weapon systems are non-functional Lord Megatron." Dreadwing responded.

Megatron was furious. His ship had crash landed in parts unknown, and is currently crippled. It would make him and the other Decepticons sitting ducks should the Autobots, or human military attack at this very moment.

"Get the ship airborn immediately. Use what ever means neccessary!" Megatron ordered.

At that moment, Soundwave, and Knockout both entered the main bridge.

"Lord Megatron," Knockout bowed before his master, "Soundwave and I have discovered a rather, disturbing new piece of information regarding our current predicament."

"Yes, what is it Knockout?" Megatron asked in an annoyed tone, clearly not happy to receive more bad news.

Soundwave then plugs one of his tentacles into a computer terminal.

"It appears, that we are no longer on Earth, my liege." Knockout said, with a hint of fear in his voice.

He wasn't sure how Megatron would react.

"What do you mean?" Megatron angrily growled. "If we are no longer on Earth, WHERE IN THE PITS OF KAON ARE WE KNOCKOUT??!!"

"According to Soundwave's readings, it appears we've crashed onto some uncharted planet, orbiting the Horse Head Nebula." Knockout answered.

This was news, Megatron did NOT want to hear.

"Are you telling me, that I am denied my destiny of ultimate victory....because of some twist of fate that has us trapped on some PRIMUS FORSAKEN BACKWATER PLANET?!" Megatron was about to blow a gasket. "Find a way to get us back, NOW! Repair the engines, and plot a course back to Earth!"

"That may not be so simple my lord." Knockout responded.

"And why, pray tell, would that be?" Megatron asked.

"The engines will take several days to repair, Lord Megatron. And our shear distance from here, to Earth, would take us weeks to return. Even with the hyperdrive at full efficiency. But we'll most likely burn through our fuel reserves before we even reach Earth. This thing's a giant Energon guzzler after all.."

" WHAT??" Megatron fumed. "I will not allow the Autobots to take advantage of our absence from Earth, and reap in all the spoils. Find a way to return us home, IMMEDIATELY Knockout, or you will regret the day you ever came online!"

"Y...Yes, Lord Megatron." Knockout responded with fear, as he hurriedly left the bridge.

"Soundwave, prepare to assist the repair crews." The Decepticon leader ordered, as Soundwave simply nodded.

Suddenly, Soundwave's visor picked up a blip, then several more, then even more appeared.

"My lord," Dreadwing asked, "What is Soundwave detecting?"

"It appears, we have some rather.... unwanted guests, Dreadwing." Megatron replied.

From the dark corridors of the hall, a number of pupilless blue eyes appeared. Many of the Vehicons, and Insecticons drew their blasters at the intruders.

Then a pair of green eyes appeared. The owner of the eyes then stepped into the light. The creature appeared to resemble a horse with a crooked horn, yet had insect like features. It also had a small crown in it's head. The more Megatron noticed the features, the more he realized, this creature is female.

"Nice place you have here," She said in a mock friendly tone, "A bit too high tech for my taste but it's not without it's charm."

Megatron had no idea where this organic filth came from, but he wanted it off of his ship. He then points his fusion cannon at her.

"You'd forgive me if I'd like to keep my ship pest free." Megatron said, as his cannon began to charge.

"Nice toy you have, may I try it out?" the creature said, as she began to envelop herself in a green flash of light.

However, to her shock, nothing happened.

"What? Why can't I take your form?"

"My form?" Megatron asked, slightly puzzled.

"Blast! It appears I can't shapeshift into machines. No matter." She said, as she again envelops herself in a green flash.

Standing in her place, was now a giant snake, around the same size as Megatron, yet she still retained her crooked horn on her head.

The Vehicons, and Insecticons took defensive stances, as the rest of the Changelings began to advance towards the Cons. Dreadwing himself readied his cannon, and Soundwave prepared the Resonance Blaster.

"Stand down," Megatron ordered, "I will deal with this organic myself."

Right as Megatron was about to open fire, the giant snake had already jumped forward with lightning speed, surpising the Decepticon leader. Before long, Megatron was already coiled up, as the rest of the Decepticons prepped their weapons, ready to fight the intruders, and free their leader.

"Ha, you're too slow." The snake taunted. "You and your drones will service us."

"Megatron serves NO ONE!" He called out, as he struggles to break free.

"Megatron? Nice name."

She then charged up her horn, and fires a green beam at Megatron's chest. But then, something unexpected happened.
As soon as the magical beam hit Megatron, it immediately caused some sort of strange feedback, and sent the beam straight back to her. She is then struck by her own magic as it backfired, knocking her down, and in another green flash, the snake had turned back to it's original horse-like insect form.

"What happened, why did my magic fail?"

"Magic?" Megatron scoffed, "how utterly pathetic."

As Megatron stood for a moment, he realized what had saved him.

"Ah yes, Dark Energon, the blood of Unicron the Destroyer flows through my veins. It has the ability to raise the dead, and It appears to have some rather, ill effects, on your particular abilities. Your shapeshifting powers, I admit, intrigues me. An organic on par with a Decepticon pretender, or a shifter like the late Makeshift."

Megatron then approaches the creature, as the other changelings converge around her in a defensive stance.

"No please wait!" She pleaded. "I can be of service to you. I was wrong to fight you, please spare me and my children."

"And why should I show you mercy when not but a short time ago, you wished to terminate me?" Megatron said, again pointing his cannon at her.

"Because I can help you. I can be of service!"

"Look around you, organic," Megatron seethed, "I command an army aboard a powerful warship. The last flesh creature who offered his services to me, Silas, I believe his name was, ended in absolute failure. That foolish Human paid the ultimate price, as I do not tolerate failure! What can you possibly offer me?"

"What if I told you, I can help you return to your world."

This caught Megatron's attention.

"And how would you be able to do that?" He asked.

"I can find a spell, in the Canterlot Royal Libraries. I know for fact that such a spell exists. It brought you here to our world in the first place after all. Of course, once you help me defeat Princess Celestia, the ruler of Equestria."

"Equestria? Is that the name of this world?" Megatron asked.

"You are correct, oh gracious Lord Megatron."

"Enough of your groveling. I've heard enough from both Starscream, and Airachnid, two notorious traitors I formerly had in my employ!" Megatron yelled.

"Of course." she responded.

"You will find me this so called, spell, and return us to planet Earth immediately!" Megatron yelled.

"It will not be such an easy task. Canterlot is the capital of Equestria. The royal guard resides there, as well as the two royal sisters themselves. Their magic is great, and the capital heavily guarded. However, with this substance in your posession, Dark Energon was it? It can be used against her abilites as you did with mine. And I also see this ship of yours is quite powerful once fully repaired to it's great potential. You can easily defeat Celestia and her forces, and then I can take the throne for myself. My Changelings and I will thrive, and this world will become my domain as I rule it."

"I do not need YOU to patronize me, organic!" Megatron yelled, as he was clearly losing his patience with this creature.

"Please, call me Queen Chrysalis. I am the ruler of the Changelings." She introduced herself.

"Well, then, Queen Chrysalis," Megatron said, still disgusted at these organic changelings, "Why should I help you conquer this world? When I can easily vaporize you here and now, raid the capital myself, and use this so called spell, to return my Decepticons to Earth?"

"For starters," Chrysalis answered, "You need someone to cast the spell. And since you Decepticons have no magical abilities, you'll need me to do it for you. Second, Celestia has a new ally. An off worlder much like yourself. Very powerful, and made of metal, very much like you and your kind. For all I know, he's probably one of yours."

"And who, in Primus' name would that be?" Megatron asked, now curious.

"He calls himself, Optimus Prime."

Megatron's and Dreadwing's optic widen at the mention of that name. The Vehicons, and Insecticons began to whisper and converse among themselves.

"I see you're familiar with him." Chrysalis responded to the Decepticons' reactions.

"He is my sworn enemy. It is my destiny to terminate him by my two hands!" Megatron yelled. "Optimus? Here? No matter, perhaps fate has been kind to me after all. As I will crush him, and bring glory to the Decepticon cause."

"I too had an encounter with him. He thwarted my plans to kidnap Princess Celestia's prized pupil as a ransom. The ponies have themselves a rather strong bodyguard now."

"Ponies?" Dreadwing asked.

"The dominant species on this world, are sentient ponies." Chrysalis explained.

"How utterly disgusting." Megatron muttered, "All the more reason to leave this place. This world seems to be even more primitive than Earth. It serves no purpose to the Decepticon cause."

"Then help me take Canterlot. Once your forces, cripple the royal guard, Optimus Prime will surely fall soon after if we combine our two armies. Then I will hold up my end of the bargain, and return you to this, Earth, you so desperately wish to see again."

Megatron merely growled, and pondered what Chrysalis just said.

"So, do we have a deal?" Chrysalis asked.

"...... So be it. Better to have a native on my side than against me. Though working with organics is still beneath me." Megatron replied. "But be warned, if I find that you are simply using us and abusing our resources, or if I detect any trace of treachery and deceit, I will not hesitate to make you suffer!" Megatron warned. "Now, begone!"

"As you wish, mighty Lord Megatron. Come my children, let us return to our home. We'll be in touch."

With that, Chrysalis, and her changeling swarm, teleported themselves off the bridge of the Nemesis in numerous green flashes.

"Lord Megatron," Dreadwing asked, "Are you certain this is a good plan of action? I do not trust this Queen Chrysalis."

"Rest assured Dreadwing," Megatron responded, "I would sooner reduce Chrysalis to ashes than fully trust that insect . But until then, we have need of her arcane powers. I will have Soundwave monitor her activities."

Soundwave nods in agreement.

"Now then, Soundwave, send Laserbeak on reconnaissance. I wish to learn more about this planet before we make our move."

With that, Soundwave's chest plate transforms into a bird like drone, and flies out of the bridge.

About two hours later, Laserbeak returns and re-attaches itself back to Soundwave, who then inserts several of his tendrils into the main computer, as Megatron looked on.

He sees a village full of colorful ponies, as they go on about their lives. Seeing this disgusted Megatron, as he saw no value in these creatures, and seeing their level of technology wasn't even on par with the humans. But something else caught his attention.

"Soundwave, zoom in on that mountain range."

Soundwave did what he was told, and enhanced on the mountain.

There, what the Decepticons saw, greatly caught Megatron's interest.

"Energon, an entire mountain full of Energon!" Dreadwing stated with amazement.

"Perhaps this world does have something worthwhile afterall." Megatron said to himself.

He then activates a communications terminal on the computer.

"Knockout," Megatron said into the computer's comlink, "I want all systems fully operational as soon as possible."

Chapter 8

View Online

Jasper, Nevada...

It was around late afternoon, as Jack Darby had just finished his shift at KO Drive Through, the fast food joint he works at. He hadn't been able to focus too well at his job, be regardless still did it the best he could anyway.
As he began to walk towards his bicycle, the only other form of transportation before Arcee came into his life, a familiar ambulance pulled up to the parking lot where Jack's bike was resting. It was Ratchet.

But both the driver side door, and passenger door opened, and two people exited. Two people Jack knew, one was Agent Fowler, the other, his mother, June Darby, a nurse.

"Mom? Agent Fowler?" Jack asked in surprised.

"Hi honey, I finished my shift early at the hospital, and decided to come by right as you got off." June replied as she hugged her son. "Are you doing alright? I know this situation has been rough on you all."

"I'll be fine mom, but yeah, I'm still worried about Arcee and the other bots. It's been nearly 3 days now since they disappeared." Jack responded.

"Don't worry son," Agent Fowler said to the teen, "If I know Prime, he's probably doing everything he can to fix this issue, where ever he is."

"Indeed Agent Fowler." Ratchet added, still in vehicle form. "I have no doubt the others are in good hands with Optimus, though it's Wheeljack's brashness, and Smokescreen's inexperience I'm truly worried about. I WILL find them, rest assured."

"Truth be told, I'm worried about Arcee as well." June replied, "Like Jack said, she's become family."

"Mom?" Jack said in surprise.

"What? Oh right, you don't know about this, but Arcee and I have bonded pretty well while you were either at work, or at school. Whenever she would be in the garage and not fighting Decepticons, she and I would sometimes have some 'girl talk'. It's actually really nice to have another woman around to chat with when I'm home by myself." June said, then gave a wink.

Jack simply eyed his mother, with a puzzled look.

"I just hope you can find a way to get them back here soon, Ratchet." Fowler said to the Autobot medic.

"I, will do my best, and I will not give up until they are located." Ratchet said, as the three humans look on at the Autobot.


It has been several days since the Autobots arrived to the world of Equestria, and since then, thanks to Princess Celestia's welcome ceremony at Canterlot, the Autobots have become publically known to the entire kingdom. Princess Celestia had recommended that Optimus and his team stay in the nearby town of Ponyville. While the rest of the Bots accepted the offer, Wheeljack opted to stay with the Jackhammer still deep in the Everfree forest. He claimed it still needed repairs, which he wasn't lying, but at the same time, he wasn't much for crowds. Everywhere the Autobots went, they were hounded by the locals, asking them questions, and treating them like celebrities. As for Optimus himself, he and Twilight Sparkle would make daily trips to the Canterlot Library to research a way for them to return home.

As Smokescreen and Pinkie Pie walked down the street of Ponyville, they began discuss on a party to welcome the Bots to Equestria.

"THIS WILL BE THE BEST PARTY EVER!" Pinkie squealed as she hopped next to Smokescreen.

"Sounds like a lot of fun Pinkie. I love parties!" Smokescreen responded. "Well maybe not Optimus, Primes usually don't party."

"Aww, that's sad." Pinkie responded, "But I'm gonna make it extra special, that even Optimus will love it!"

"I'm sure you will." Smokescreen said, "Now let's see what this town has to offer!"

"We'll have Streamers and Cake and...Oh Wait a minute. Do robots eat cake?" Pinkie asked

"No, we kinda don't, sorry." Smokescreen answered.

"OH! Well...I'll see if we have any motor oil!" Pinkie giggled.

"I prefer Energon." Smokescreen responded.

"OKIE DOKIE LOKIE!" Pinkie beamed.

Smokescreen and Pinkie continued down their path to the party supply store, while only a couple of blocks away, Applejack had invited Bulkhead to accompany her to the market place to find some tools, supplies, and fertilizer for the farm. Being that he was one of the biggest, Bulkhead was certainly proving himself quite an inconvinience for all the pony shoppers and merchants.
Every where at the market place you'd hear "YIKES!" or "WATCH IT!" or "CRUNCH" or" MY KART!"

"Oops. Sorry, My Bad, Sorry again!" stammered Bulkhead as he fumbled around clumsily about, trying to stay out of everybody...or pony's way....He was having trouble with the terminology. He had brought a new meaning to his job as an Autobot "Wrecker." Applejack smiled slightly, as it was kind of funny to watch each time Bulkhead had one of his accidents.

"Don't you worry about it partner, They'll get over it. After all, ya didn't mean to do it." Applejack reassured the Wrecker.

The duo stopped by a melon cart and saw an old lady mare checking all the melons.

"Say, some melons would be mighty fine." Applejack said, as she began to tap, poke, and prod at some.

"Uhh, what are you doing AJ?" Bulkhead asked.

"Well You have to be picky this time of year if you want a ripe melon!" Applejack told them.

"Ripe one's are the good ones?" Bulkhead asked.

"There's nothing more tasty then a ripe melon! Well, maybe a ripe Red Delicious Apple, but that's beside the point." Applejack replied.

"How do you know if they're ripe or not?" asked Bulkhead.

"The soft shells!" Applejack answered.

With that Bulkhead picked up the whole cart, gently pressed ALL the melons. But even gently was enough to squash ALL of them. Melon juice sprayed everywhere.

"SAY! These Are ALL Good!" Bulkhead happily stated.

But then he saw the damage he had caused and all the angry stares directed at him.

"Scrap......" Bulkhead muttered. "I am SO DUMB!"

"Aw, don't be so hard on yourself big guy." Applejack reassured him.

After apologizes were made, Bulkhead glumly strode out of the market place with Applejack on his shoulder. Applejack eyed her new friend with sympathy. He didn't mean to cause such a mess. But then Applejack had an idea.

"I Got It!" How's about helping me over at the Farm?"

"Heh, I'll see what I can do AJ." Bulkhead said sheepishly.


Over at the front yard of Carousel Boutique, Arcee was put in a rather strange spot, as Rarity had her wrapped in a tape measure.
She was planning on giving the female Autobot a complete makeover, and a dress, much to Arcee's reluctance.

"Listen," Arcee said to the fashion unicorn, "I'm not exactly a glamour girl."

"Oh but you are so abolutely LOVELY my dear." Rarity responded, which Arcee couldn't help but feel slightly flattered.

"Now then, time for your makeup." The fashionista stated as she began levitating several items such as lipstick, eyeshadow, and powdered blush up to Arcee's face.

"Oh no...." Arcee muttered, as Rarity began applying makeup to her metal face.

Just as Rarity began working her magic, Smokescreen and Pinkie Pie happened to walk by and see the commotion.

"Ha, so what's going on here?" Smokescreen stated, as he watched Arcee's treatment, barely able to contain his laughter.

"Not now kid." Arcee seethed under her breath, as Rarity continued to work.

"Didn't take you for a dressup doll Cee." Smokescreen teased, as Pinkie Pie also giggled.

"If I hear another peep out of you, you'll be the first race car in Equestria with a permanent limp, got that?" Arcee threatened.

"Hey, lighten up, I'm just playing around. I mean, come on, you actually don't look that bad. In fact, you look kinda cute." Smokescreen said.

"You.... think so?" Arcee asked.

"Of course!" Pinkie Pie chimed in. "Your face looks like a parrot exploded on it, then exploded AGAIN!"

At this point, Smokescreen couldn't keep it together anymore, and began having uncontrollable fits of laughter.

"THAT'S IT!" Arcee yelled, "I'm kicking your Tailpipe all they way back to Iacon!"

"You gotta catch me first!" Smokescreen laughed as he transforms into his race car mode, as Pinkie hops into the driver seat, and he roars off.

"Oh who needs them anyway," Rarity said, "Let us continue."

Suddenly, a blue blur zipped by and landed in front of both Rarity and Arcee. Rainbow Dash stood panting in front of the duo.

"Dash?" Arcee asked with concern, "What's wrong?"

"Arcee quick!" Rainbow Dash called out, "There's an emergency, I need your help."

"What kind of emergency?" Rarity asked also with a concerned look on her face.

"No time to explain! Arcee, you gotta come with me, NOW!" Rainbow Dash yelled.

"But, I'm not finished with her makeover." Rarity complained.

"No time, we gotta go!" Rainbow Dash said again as she flies off toward the distance.

"Sorry Rarity, but duty calls." Arcee said as she transforms into her motorcycle form, and speeds off after Dash. "Hang on Dash, I'm right behind you."


After driving several miles out into a wooded area, Arcee sees Rainbow Dash land in an open meadow.

"Ok Dash, what's the emergency?" Arcee asked, as she transforms into robot mode.

"No emergency," Rainbow replied with a smirk on her face, "I just needed to get you away from Rarity. You didn't exactly look like you were having a good time being all dolled up. Believe me, I know that feeling."

Arcee looked at Rainbow Dash with a cocked brow.

"Well, that wasn't very nice." Arcee stated, "Heh, thanks kid. Good to know you have my back." She then smiled at the pony.

"Hey, no problem." Dash said as she flies up to Arcee's eye level. "So now that we're here, you wanna race?"

"I don't have any other plans, sure. Just be warned, I don't think you know what you're in store for." Arcee replied. She then transforms into her vehicle mode.

"That's the spirit." Rainbow Dash said as she readied herself.

"First one back to Ponyville is the winner." Dash said, "Ready, set.....GO!"

They take off at high speeds back towards Ponyville. At first the race had them neck and neck, until Arcee hits her overdrive, and takes the lead.

"Say, you're not bad, but no way you're beating me! I'm the fastest flier in all of Equestria." Rainbow Dash stated, as she suddenly inched forward towards the bot.

"Pretty impressive stuff Dash." Arcee said as she sees Rainbow Dash catch up to her in her side view mirrors. "Petal to the Metal!"

Arcee then shifts into a higher gear, and speeds off again.

"Oh no you don't!" Rainbow Dash says, as she soars over Arcee, then in a massive burst of speed, she jets forward, and suddenly, there seemed like an explosion.

A rainbow colored explosion suddenly propels Rainbow Dash forward with incredible lightning speed, as Arcee suddenly comes to a stop, transforms, and looks up at the sky, her jaw wide open.


Rainbow Dash then lands right next to Arcee, who was still in shock.

"Ha, you should see the look you have on your face right now." Dash laughed.

"How, wha? How did you do that? WHAT WAS THAT?" Arcee asked dumbfounded.

"That, my friend, is the Sonic Rainboom. It's a rainbow colored sonic boom which I'm the only one capable of pulling off. Guess I win. I mean, breaking the sound barrier and all."

"Interesting. I had no idea a flesh being like you can pull off something like that." Arcee said, still amazed at what had transpired.

"Don't take it personally, I trained hard to pull that off. It's not easy." Rainbow Dash explained.

"You're really something kid." Arcee said while smiling. "Your attitude reminds me, of an old friend of mine."

"Oh? who?" Dash asked.

"Cliffjumper. You're kind of like him. Brash, Bold, Confident, and never backed down from any challenge." Arcee explained.
"And like your pink friend, he was quite the chatterbox."

"He sounds really cool. So when do I get to meet him?" Rainbow Dash asked.

Arcee's attitude then changed to that of sadness.

"Are you ok?" Rainbow looked on with concern.

"Sorry, I shouldn't have brought up Cliff. It's a bit of a touchy subject." Arcee answered.

"Why not? Isn't he your friend? It's always a good thing to remember your friends." Rainbow Dash said.

"Something bad happened to him. Starscream happened." Arcee told the pegasus, "Starscream is a dangerous Decepticon, and formerly Megatron's second in command. Cliff was captured by the Cons, and murdered in cold blood by Scream's hands."

Rainbow Dash gasped, then looked at Arcee with sympathetic eyes.

"Oh no, Arcee, I... I'm so sorry to hear about that. And I'm really sorry to bring up a subject that brought you so much pain."

"It's alright kid. I learned sometimes talking about it helps with the recovery of loss." Arcee stated to the pegasus.

Rainbow Dash smiled at her new friend, as they begin to make their way back to Ponyville.



In the outskirts of Ponyville, by Fluttershy's cottage, Bumblebee and Fluttershy were taking a stroll through the meadow.

"Here Bumblebee," Fluttershy said to the bot, "take some of these seeds and sprinkle them over the plain."

Bumblebee replied with his electronic blips, and did as she said. He then sees different types of birds fly down from the trees as they began eating the seeds.

"That's right, eat up my feathered friends." Fluttershy said with a smile.

"Here take these," Fluttershy said, as she places a number of acorns and nuts into Bee's hand.

"Kneel down a bit." She instructed, as Bee did so.

Before he knew it, several squirrels had climbed onto Bumblebee's hand and began to eat the nuts and acorns.

"Aww, I think they like you." Fluttershy said.

Bumblebee blipped and bleeped in his Cybertronian language.

"Of course, Bumblebee." Fluttershy responded to him, "You ARE getting rather good at this. It's always nice to make new friends."

After they had finished feeding Fluttershy's animals, Bumblebee looked at the direction of Ponyville. Ever since he and the others got there, he couldn't help but feel homesick while walking through the small town. It reminded him too much of Jasper, Nevada. Both were rural small towns in a backwater area. He began thinking about Raf, and how worried his human friend must be about him.

"Bumblebee? Are you alright?" Fluttershy's voice broke the Autobot's daze.

Bumblebee responded with his electronic tone.

"Oh, I see, you miss your home, and your friends don't you?"

Bumblebee nodded, with a sad look in his eye.

"Don't worry, I'm sure Twilight will find a way to send you home."

Then Fluttershy had a sad look on her face once she realized what she was saying.

Bumblebee also noticed this too, as he also began to feel a certain sadness. He had become rather close to the pony, much like his bond with Raf, saying goodbye to her will be just as hard.

"Let's not dwell on that right now." Fluttershy said, "And enjoy our time together."

Bumblebee bleeped in agreement.

"So tell me about your friend back home."

Bumblebee gave another electronic beep.

"His name is Raf? So what kind of pony is he? A pegasus like me? or a unicorn, or an earth pony?"

Bumblebee simply shook his head, and gave another electronic response.

"Oh so he's not a pony, well, is he a griffon, or a minotaur? or maybe he's a donkey, or mule."

Bumblebee thought it was about time to tell Fluttershy about who and what humans were.


In Canterlot....

Optimus Prime and Twilight Sparkle had spent some time now researching the royal library. Fortunately, the halls of the library were large enough for Optimus to fit in, as he and Twilight flipped through a number of books in the Star-Swirl the Bearded section.

"Hmm, this Star-Swirl the Bearded seems to be a well respected individual in your history." Optimus stated.

"Yes, indeed he is." Twilight responded, "If it weren't for him, modern unicorn magic probably wouldn't exist. We owe a lot to his studies."

"Very interesting." Optimus said back to the young alicorn, "His demeanor and research reminds me very much of my own mentor, Alpha Trion."

"Who's that?" Twilight asked.

"Alpha Trion was the one of the wisest, and oldest Cybertronians to ever exist, as well as one of the original Thirteen Primes of Cybertron. He was in charge of the Iacon Hall of records, the great library of my world. Much like this establishment here. The similarities are astonishing."

"Sounds wonderful. This Alpha Trion must have been a great Autobot."

"Indeed he was." Optimus answered, "He personally took me under his wing, before I became a Prime."

"Before you became a Prime? I don't understand." Twilight said with puzzlement.

"I was not always the leader of the Autobots. I was once Alpha Trion's apprentice, as an archivist. I studied under him for many millenia, long before the great war started on our world. It was during the great Golden Age of peace on Cybertron. Much how like your world is now." Optimus stated.

He couldn't help but admire the beauty, tranquility, and peace Equestria has to offer.

"How I wish such peace your world has, can be returned to Cybertron. However, Megatron and his Decepticons have made that impossible."

"I'm sorry to hear. It must have been awful to live through and fight in a war. I can't begin to imagine how that's like." Twilight Sparkle sadly stated. "So you were a librarian? I find that facinating. I guess we're not all that different you and I."

"No, I suppose not." Optimus said, with a smile to Twilight.

Hearing this, Twilight's admiration for Optimus increased.

"So what happened to Alpha Trion?" Twilight asked.

"I do not know his ultimate fate after the war broke out. Though I wished I did." Optimus responded.

Twilight could hear the sorrow in his voice. She felt great sympathy for him. She couldn't bear the thought of losing any of her friends in Ponyville, or losing her teacher, Princess Celestia.

"I'll do my best to help you Optimus. We'll find the spell to return you home." Twilight stated, "Though, a part of me wishes that you can stay here with us."

"I understand your feelings. I too wish I can stay in such a tranquil world, but we have our responsibilites back on Earth. We must protect humankind from Megatron."

"Well, our world also has it's evils. Before Princess Luna was redeemed, she was once known as Nightmare Moon. She tried to cover the entire world in darkness, until we used the Elements of Harmony on her and purged the evil from her heart. Now she's one of our dearest friends, and a great co-ruler of Equestria."

"As I have read in your archives, young Twilight." Optimus stated. "it is indeed a fascinating story."

"And there's also Discord, the spirit of Disharmony and Chaos. His magic nearly turned Equestria upside down, and corrupted each of my friends. Granted he seemed more like a prankster and jokester with his antics, such as making cotton candy clouds that rained chocolate milk, making ponies act out of character, and turning street into soap, but he was still a serious threat. I too was affected by his magic. He turned my friends and I against each other so that the Elements of Harmony would be rendered useless. It wasn't until that I remembered the Magic of Friendship, that I was able to cure myself, and the others. We finally confronted Discord, and the Elements were able to turn him to stone. Later, Princess Celestia believed Discord could be rehabilitated, and had us release him from his stone prison. But he quickly went back to his old antics again. However, thanks to Fluttershy showing Discord the true meaning of friendship, he's reformed now.... Somewhat at least."

Twilight took a breather, then continued to tell the stories of the other villains of Equestria. Optimus couldn't help but feel that this Discord, seemed similar to Unicron, another being of Chaos, but more whimsical.

"There are also bad ponies, such as the evil King Sombra. Long ago, he once enslaved the Crystal Empire and forced the citizens to live in misery. Before his first defeat by Princess Celestia and Princess Luna, he placed a curse upon the Empire that made it disappear for a thousand years. When the Crystal Empire returned, so did King Sombra, as he tried to conquer the land again. It wasn't until we retrieved the Crystal Heart that Sombra was finally destroyed for good."

As Optimus listened to Twilight's tale, he couldn't help but feel slightly uneasy, as this.... King Sombra... somewhat reminded him of Megatron.

"There's also Sunset Shimmer, a unicorn who was also once Princess Celestia's student. However, she became disgruntled, and stole the Element of Magic. She took it through a magical mirror that led to an alternate universe. Sunset Shimmer tried to use it to control the inhabitants of the mirror world, and use them to take over Equestria. The stolen powers of the crown turned her into a demonic creature, and you wouldn't BELIEVE what I had to go through to stop her, and retrieve my element..... Fortunately, I ran into that world's counterparts of my friends, and using the spirit of the Elements of Harmony, we were able to defeat Sunset Shimmer, and purge the dark magic from her
Thankfully, our other parallel counterparts from that world showed her what it means to have friends, and she too was redeemed."

Twilight took another break and sipped some tea, as the Autobot leader was glad to hear that another being was reformed from past misdeeds. Hearing about a mirror that grants access to an alternate universe also made Optimus slightly curious.


"Finally, there's Queen Chrysalis, the changeling queen. She impersonated Princess Cadance during her wedding to Shining Armor. She feeds off of love, and tried to use my brother's love for Cadance to empower herself. It was enough power to beat Princess Celestia, and her army nearly conquered all of Canterlot. Thankfully, Shining Armor and Princess Cadance love for each other unleashed a powerful spell that repelled Chrysalis and her invading army away to parts unknown. Not long after, she stirred up trouble again by replacing the population of Ponyville with Changeling dopplegangers, and kidnapped Apple Bloom, Sweetie Belle, and Scootaloo. We had to travel to the Changeling Kingdom in order to rescue them. It was a long journey that tested our mettle, and friendships, as Chrysalis sent Changelings to impersonate my friends, and myself in an attempt to drive us apart. Not to mention all of the predators we had to go against on the way. Finally we reached her castle, but we still had puzzles and riddles to solve before reaching our goal. Unfortunately, the others were captured, and I had to face Chrysalis on my own. Chrysalis held my friends hostage and threatened to drain their love if I didn't join her and become her pupil. At the time, I nearly gave up, and accepted her terms. But as soon as the Secretariat Comet passed by our world, it amplified my own magic. After a long magical duel, I was able to defeat her, and trap her within her own castle walls. But as you know, she has recently returned. I take it you remember the Queen all too well from the battle you had with her in the Everfree Forest...."

Optimus nodded, as he remembered his encounter with the vile witch in the Everfree Forest just a few days ago.

"Evil exists on all worlds, no matter how peaceful they can be. It is the natural balance of the universe, like it or not." Optimus stated, "But it is also our responsibility to make the correct choices in life."

"I understand." she replied, "And it's also our responsibility to safeguard and protect our home from the said evil."

Twilight then sipped her tea again. She then addresses the Autobot leader with her own questions.

"How about Earth?" She asked. " While I've already heard about the story of Cybertron, regarding Megatron, and his Decepticons, what's your new home like?"

"Planet Earth, is an organic based planet, much like your home of Equestria." Optimus explained, "It is home to a race of sentient hominids called humans."

"Hominids? As in apes? Very interesting." Twilight stated as she continued to listen to Optimus' explaination. "They sound like the natives who live in the alternate universe through the magic mirror."

"Yes, and while the humans are a highly intelligent race with advanced technology, they are still unaware of the existance of other worldly beings amongst their population. We keep ourselves hidden, and live as robots in disguise, as not to start a panic. While most humans try to live peaceful lives, there are some however, that have been corrupt with power, and fell to evil intentions."

"I see," Twilight replied as she listened, "Very much like King Sombra, or Queen Chrysalis."

"Indeed, my young friend. One in particular, was Colonel Leland Bishop, also known as Silas. Silas was a ruthless human male who wished to overthrow the current established government when he became disgruntled after his discharge from the military. He formed a terrorist organization called MECH. Silas and MECH would steal the most advanced and innovative technology available to further his plans for world domination. His ideals were very much like Megatron himself. Eventually, Silas became aware of our existance, and attempted to dissect us to learn about Cybertronian physiology. Soon, he was able to build his own makeshift Cybertronian, based off of my image. But thanks to our own human allies, we were able to thwart his diabolical schemes."

"That's horrible." Twilight said after hearing the tale. "I'm glad you were able to stop him."

"While some humans, like certain Cybertronians, are capable of evil deeds, that does not mean that we will condemn their kind because of the actions of a few. Humanity is still considered a young race, and are by no means perfect. While Humankind may be susceptible to darker intentions such as crime, violence, and war, they also have the potential and capacity to do heroic feats, for a greater good. I have witnessed their traits for compassion, courage, honor, justice, humility, and love. To me, we are all the same, be it a Cybertonian, a Pony, or a Human. All sentient beings, are equal, and deserve peace."

"If they're anything like the people of the mirror dimension, then I know exactly what you're talking about. I guess in a way, we really AREN'T all that different." Twilight beamed at the Prime. "I would love to visit Earth some day."

"And I personally, would welcome you to our new home." Optimus replied to her.

Twilight then notices Optimus' uneasiness in what he was about to address next.

"Is something wrong?" She asked.

"The story I am about to tell you next, is not a pleasant one. It involves a great evil. There is great force of darkness that lies in the very core Planet Earth. Unicron, the Chaos Bringer." The Autobot explained.

"Unicron, the Chaos Bringer? As in another spirit of Disharmony and Chaos, like Discord?" Twilight asked.

"No, unlike your Discord, Unicron is the ultimate evil. In the beginning, there was Primus, and there was Unicron.
One the incarnation of creation, the other of destruction. For eons, Primus and Unicron battled. The balance of power shifted between them more times than could be counted. Only by creating, The Thirteen, the original Primes who proceeded me, was Primus finally able to defeat Unicron, and cast him out. Primus became the very core of our planet, Cybertron, creating life through the Well of the Allspark, while Unicron drifted through the cosmos aimlessly. Eventually due to gravitational force, debris from space gathered around the slumbering Titan, forming Planet Earth."

Hearing this, Twilight's eyes widen.

"You mean this, Unicron, IS Planet Earth?! But what if he awakens? What will happen to the humans?" She asked in concern.

"We have already faced against Unicron during a planetary alignment in their solar system. The magnetic and gravitational fields awoken the Lord of Chaos. Causing the planet to mutate, as massive storm systems began to plague it's inhabitants. During the conflict, it was the one time in many millenia, that Megatron and I joined forces once again to stop Unicron's uprising. Megatron only wanted Unicron destroyed, so that he can conquer Earth in his own way. The battle was fierce, but thanks to Megatron's temporary alliance, we were able to reach the very spark of the Chaos Bringer. There, I unleashed the power of the Matrix of Leadership, to stop the evil force once and for all."

The young alicorn princess was awestruck by his story.

"The Matrix of Leadership?" She asked.

"An artifact of the Primes. It is Primus' very essence, and what grants me the power of being a Prime. Only those worthy to lead, and with a pure spark, are chosen to be it's vessel."

Optimus then opens his chest compartment, and shows her, a glowing golden orb at the center.

"It's, beautiful!" Twilight beamed as she stared upon the Matrix.

"Yes, the power of the Matrix I believe, is similar to your Elements of Harmony. Important relics used to safeguard our respective worlds." Optimus explained as he closes his chest compartment.

"Earth and Cybertron are inexplictably linked to one another. Two halves of one whole. Primus and Unicron. It is all the more reason why we must stop Megatron from conquering the planet. Not just to protect the innocent lives that reside there, but to also never allow the Decepticons to harness the power of Unicron." Optimus said.

"That's, pretty deep." Twilight responded, slightly at a loss for words.

Twilight smiled at Optimus. She couldn't help but feel an overwhelming respect for him. His gentle nature, and selfless need to protect others, as well as his sage like wisdom made Twilight feel as if he were a second teacher and mentor to her. The very similarities she had with him also made her feel closer to the Autobot, as if he were like a father figure.

"I'm glad to have met someone like you, Optimus." She said happily, and with great reverence. Twilight then begins to feel very tired. She had been researching with the Autobot all day.

"As am I, to have met you, Princess Twilight." Optimus said to the young princess, " I only hope, that Earth has not fallen already. We have been away for far too long. There is no telling what Megatron may have done in our absence." He then notices, Twilight had nodded off, and fallen asleep.

"Hmm, it has indeed been a long day for you, my little friend." Optimus said, as he looks at her.

"I hope I'm not interrupting." A new voice said from behind him.

"Not at all, your royal highness." Optimus replied.

"Please, no need for formalities, call me Celestia." The princess addressed the Autobot leader.

"Very well, Celestia." Optimus responded, "To what do I owe the Honor?"

"I have found the book and Luna is researching it as we speak. If all goes well, We should be sending you home fairly soon." Princess Celestia replied.

Her voice took on a sad tone after that last part. Optimus had to admit for so short of time, strong bonds had been made with these special beings.

"Your Majesty." Optimus began. " I would once again like to thank you for your generosity and kindness during our stay here. You have been a most benevolent host and a wise ruler and your disciples have been most loyal and helpful to us."

Princess Celestia was touched.

"Thank you so very much Optimus. It has been an honor having you and your brave soldiers visit us. Truth is..I will be sad to see you go. Our kingdom has been much, well, livelier since your arrival. You have also opened our minds about the aspect of the existance of other worlds and lifeforms not just through the dimensional mirror."

"I have heard word of this mirror which grants access to an alternate universe. Where does it lead?" Optimus asked, curious about the artifact.

"Only Twilight knows. Perhaps you should ask her some time." Celestia replied back.

She then looked at her sleeping student.

"Thank you for being so kind to my ponies. Especially Twilight. If I'm not careful, you may replace me as her mentor and teacher." Celestia joked.

Optimus gave a smile at the White Alicorn Princess.

"And I believe that by her helping you return to your home, will also help her in honing her skills in being a princess. She only recently became an Alicorn and was coronated. It was her destiny."

"Her destiny?" Optimus asked.

"Twilight is not meant to live an ordinary life. She was destined for greatness in her future. She has since reached her ascension by becoming a Princess, much like myself, my sister, and Cadence. I'm sure you have a very similar story of how you became a leader yourself. Maybe you should tell us some time. Both Twilight and I, would love to hear it." Celestia then winked at him.

"Perhaps." Optimus replied back to Celestia. His voice then took a more sorrowful tone. "Though, it is not a happy tale of how I became a Prime...."

"I see... I apologize if I brought up any painful memories then." Celestia said hearing the pain and sadness in his voice. She felt a tinge of guilt for bringing up the subject, and heartbreak for the Autobot, after hearing his earlier story of what had befallen his homeworld of Cybertron.

"It is, quite alright, Princess." the Autobot reassured her. He then gives Celesia a warm smile, showing that he was not at all offended, and that he genuinely enjoyed her company. Celestia felt relief, and joy wash over her. She too, greatly enjoyed his company, and felt great respect for Optimus, as he too was a leader who cared for those under his watch. Like Twilight, she too, would greatly miss him and the other Bots once they returned to Earth.

Both Optimus and Princess Celestia then take another look at the sleeping Twilight Sparkle.

"I will return her home to Ponyville." Optimus stated, as he gently scooped up Twilight in his hand, being careful not to wake her.

"Have a safe journey home. I bid you both a good evening." Celestia responded, as she slowly walked out of the room.


Little do any of the Bot or Ponies know, Soundwave, in his military drone form, had been flying over Ponyville, spying on the activities of the Autobots. He had recorded the day's events, and is now on his way back to The Nemesis, to report his findings back to his master, Megatron.

Chapter 9

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"Are you sure we won't get into trouble for this?" A very nervous Apple Bloom asked Sweetie Belle, as she, and Scootaloo followed the little unicorn filly, as they made their way through the Everfree Forest.

"It'll be fine, Apple Bloom, I'm sure we can get our cutie marks in forest navigation." The little unicorn replied.

"I really have a bad feeling about this girls." Scootaloo said as they made their way deeper into the forest.

"I mean, I'm sure everything will be ok." Sweetie Belle reassured her two friends. Yet she, herself was feigning courage, while truth be told, she was also scared.

As they continued down the forest path, they heard some rustling sounds coming from behind the brush.

The three fillies instantly freeze, and huddle together, in fright.

"Umm, anypony there?" Apple Bloom asked in a nervous voice.

Then, a very strong odor seemed to emminate from the brush of where the noises were coming from.

"Eww, what is that?!" Sweetie Belle said in disgust, holding her nose with her hoof.

"I dunno, but it really, REALLY stinks! I think something died on the other side of those bushes." Scootaloo complained, as she made gagging sounds.

Apple Bloom, as grossed out by the smell as she was, took another whiff, she immediately recognized the smell.

"Oh no, I know that smell. We have to get outta here, NOW!" The young earth pony shouted.

But it was too late, from behind the brush, five large creatures jumped out and started snarling at the fillies.

"TIMBERWOLVES!" Apple Bloom shouted, as the other two ponies screamed.

The trio began to run as fast as they could, as the Timberwolves gave chase. The wolves howled, and snarled as they chased the filles.
Scootaloo trips and falls, as her two other friends quickly help her up, and continue to run, but the Timberwolves were gaining on them. The chase led them deeper and deeper into the heart of the Everfree Forest.

"Hurry!" Sweetie Belle shouted, "They're right behind us!"

"What do you think I'm trying to do?!" Scootaloo screamed back as she and Apple Bloom continued to gallop with all their might.

One of the Timberwolves nearly catches up to Apple Bloom, and snaps it's jaws merely inches from the filly's hind legs.

"AAAAAAAAHHHHHH!" she screamed at the top of her lungs.

"Apple Bloom!!" Sweetie Belle called out to her friend in concern.

"I'm alright, just keep runnin'!" the little earth pony filly yelled, but clearly the trio were running out of breath.

It was clear, that the fillies were getting exhausted. They couldn't keep this up much longer.

As they continued to run for dear life with the wolves right on their heels, they eventually run into an area blocked off by a boulder. It was a dead end.

"Sweetie Belle, what do we do now?" Scootaloo pleaded, but the unicorn filly had no answer.

The three fillies hugged each other tightly, crying, and terrified as they prepared for the end.

One of the Timberwolves jumped at the girls, but as it was about to pounce on them, something smashes into the wolf, smashing it to pieces. The crusaders, dumbfounded and confused, looked up to see what had saved them.

"Bad pooch," Wheeljack said, with his swords drawn, and his faceplate covering his mouth, "No treat for you."

"WHEELJACK!" Sweetie Belle happily shouted in her squeaky tone.

"Any of you other mutts wanna piece of this?" Wheeljack threatened, as he waved his swords in a fighting stance.

Two more Timberwolves lunged at the Autobot, who then using his swords, smashes them both also to pieces.

Another Timberwolf tries to go after the crusaders when Wheeljack turns one of his hands into his blaster, and shoots it, as it explodes into a million pieces before it can reach the girls.

The whole time the Cutie Mark Crusaders watched in awe, and cheered the Autobot on.

"Go get'em!" Apple Bloom shouted.

"So awesome!" Scootaloo yelled.

"You're the best!" Sweetie Belle beamed.

The last Timberwolf made a B-Line for the fillies.

"Oh no you don't!" Wheeljack yelled as he intercepts the wolf, and with his giant metal foot, gives a massive kick.

The Timberwolf is sent flying, then slams into a tree, and shatters into pieces.

Seeing that all of the opponents have been beaten, Wheeljack puts away his weapons, and retracts his faceplate, his mouth visible again. He then walks up to the girls with an annoyed look in his optics.

"Thank you sooo much for saving us!" Sweetie Belle beamed at the Wrecker.

"What are you three doing out here? This place isn't safe for kids to be running around on their own." He said in an authoritative tone.

"Well, were were trying to see if we could get our cutie marks in forest navigation, but I guess that's not our special talent." Sweetie Belle said, with a sad look on her face.

Wheeljack simply sighed, then asked a question.

"What's the deal? I mean, why do want these, marks so badly?"

"Cutie Marks defines a pony. They show us what our special talents are." Sweetie Belle explained, "How about you? How did you get your cutie mark?"

"What are you talking about?" Wheeljack asked, "I don't have one of those butt marks. I'm an Autobot, not a pony."

"The one on your chest. That must be your cutie mark. I guess Autobots have them in different places on their bodies." Scootaloo added.

"What this?" Wheeljack pointed to the Autobot insignia on his chest. "I got this when I became a soldier. It was engraved on me when I enlisted. It's the symbol of the Autobots. Everyone who's a part of our faction has this on some part of their body."

"Cool, maybe we can get one too!" Sweetie Belle shouted, as Apple Bloom and Scootaloo nodded in agreement.

"I don't think so...." Wheeljack replied. "Look, it ain't safe out here in the woods, and I can't just leave you kids all alone either. You three better come with me for now."

Suddenly, the various Timberwolf pieces scattered about began to glow in a green aura, and started pulling themselves together.

"Whoa, these mongrels can regenerate?" Wheeljack asked in astonishment.

With that, Wheeljack transforms into his vehicle mode, and opens his doors.

"Hop in, NOW!" he instructed, as the fillies enter him.

Wheeljack quickly revs his engine, and speeds off before the wolves can fully reassemble themselves.


The drive was only a couple of minutes as Wheeljack reaches the Jackhammer, still downed from the crash several days ago. The crusaders exit Wheeljack as he transforms back into robot mode.

"WOW!" the three girls say in unison.

"Is that really an alien spaceship?" Scootaloo asked with wonder.

"You could say that," Wheeljack answered, "That's my ship, the one and only, Jackhammer. Though she still needs repairs."

"This is the coolest thing I've ever seen in my LIFE!" Sweetie Belle squeaked.

"Can we go inside?" Apple Bloom asked.

"Best you do, it'll be shelter for now." Wheeljack replied.

As the Cutie Mark Crusaders enter the ship, they were awed and amazed at what they see. The interior was filled with equipment and technology they've never seen before. They begin to jump and hop all over the place. The girls also start to fiddle with all of the nick nacks inside the space craft.

"Hey, HEY!" Wheeljack shouted, "What are you kids doing? Get away from that console. Stop, don't touch that!"

"This is so cool!" Sweetie Belle beamed as she jumped on one of the computer consoles. "What does this do?"

Sweetie Belle pushes a button, then suddenly, from the front of the ship, several laser cannons fire, blowing a tree to bits.

"COOL!" The three fillies say in unison.

"Scrap...." Wheeljack muttered.

"What about this?" Apple Bloom asked as she hits another button.

The engines of the Jackhammer ignite, as the entire ship rumbles.

"Get away from there!" Wheeljack shouted, but it was too late.

The Jackhammer's enjines then sputter, and give out.

"You kids just completely fried my thrusters. Now I'm gonna have to start all over with the repairs again!" He scolded the three crusaders.

"Oops." Sweetie Belle muttered sadly, "We're really, really sorry."

"We didn't mean to cause so much trouble." Apple Bloom said, with a look of guilt in her eyes.

"We just got excited. We wanna make it up to you." Scootaloo replied.

"You can make it up to me, by sitting still, and staying out of trouble while I make my repairs." Wheeljack responded as he pulls out a blow torch and began to work on the engine block again.

Several minutes pass, as Wheeljack continued the repairs on his engines, as the girls began to become bored, VERY bored.

"Uhh, I'm so BORED" Sweetie Belle said as she scoots on the ground, "When is Wheeljack gonna finish his work?"

"I don't think it should be that long." Apple Bloom answered, as Scootaloo simply shrugged.

Then they hear Wheeljack return to the cockpit, with a look of annoyance on his face.

"What's wrong?" Sweetie Belle asked.

"Ugghh, there's a busted fuel pipe in the anti-gravity diffuser. The space is too small, and I can't reach it to patch it up." He answered.

"Hmm..." Sweetie Belle pondered, "Maybe we can help."

"Yeah," Scootaloo added, "We should be small enough to reach it."

"You serious?" Wheeljack asked, dumbfounded. "I can't let you do that. Too dangerous, plus do you even know how to patch up a leak?"

"I helped Applejack fix some of the broken gutter pipes on the roof of the barn before. How hard can it be?" Apple Bloom asked.

"A fuel line and a gutter pipe are two different things kid." Wheeljack muttered, "But I don't think we have any choice. Fine, I'll walk you through it, but if anything happens, I'm pulling you kids out."

Wheeljack then hands some smaller tools to the three fillies. He then shows them the open hatch that leads to the fuel line.

"Crawl in there, and it'll take you straight to the line. Once you see the leak, do your best to tighten the pipes, and patch the holes." He instructed.

"Got it Uncle Jackie!" Sweetie Belle saluted.

"Uncle Jackie?!" Wheeljack said, bewildered.

"Come on girls, let's do this." Sweetie Belle instructed.

"CUTIE MARK CRUSADERS! ALIEN SPACESHIP REPAIR WORKERS YAY!" The three yell in unison, much to Wheeljack's audio processor's dismay.

The three then enter the hatch, and make their way to the leak. Each of the crusaders had a safety line attached to them, so at the first sign of trouble, Wheeljack could pull them out.

"You kids doing alright in there? Any trouble?" Wheeljack yelled into the hatch, but there was no answer.

"Hey, Belle, Bloom, Scoots. Speak to me already."

Still silence.

"Scrap" Wheeljack muttered, "That's it, I'm getting you girls out of there."

As Wheeljack was about to pull on the safety line, he felt a tug on it, then the sounds of hooves banging on the side of the hatch, as he then sees the girls as they crawl back out.

"We did it! We fixed it!" Sweetie Belle beamed, as the girl give each other hoofbumbs.

"Yeah, Sweetie Belle found the leak, and Apple Bloom tightened the pipes with a wrench. Then I used the blowtorch and welded it shut." Scootaloo explained.

They then check their flanks.......nothing.

"Aww, we're still blank flanks." Apple Bloom complained. "But we did everything right."

"I'll be the judge of that." Wheeljack responded, "Here goes nothing."

Wheeljack hits several buttons in the cockpit console, as the engines then roar to life.

"Well, I'll be..... You girl really did do it! Nice work kids." Wheeljack complimented them.

"Cool, so is this thing ready to fly? Cause we wanna ride it!" Scootaloo beamed.

"She's not air worthy yet. There's still extensive damage to the navigation system, and the flaps." Wheeljack answered.

He then hears a bell sound go off.

"Sweet, it's ready!" Wheeljack stated.

"Huh, what's ready Uncle Jackie?" Sweetie Belle asked.

"The Energon I've been processing. We need this to survive, and power the Jackhammer. Hmm, looks like the crystals I gathered only had enough to make two canisters." Wheeljack replied.

"Huh? I thought Princess Celestia said that nopony was allowed at that mountain because of that that Energon stuff does to unicorn magic." Apple Bloom said with a puzzled look.

"Like you said, no Ponies, but we Autobots have special permission. After all, we'd starve to death if we didn't harvest any. Optimus spoke to your princess about it." Wheeljack answered. "Looks like I'm gonna need more."

He then looks at the fillies.

"Well, I can't really leave you here by yourselves, so I guess you're coming with me on an Energon hunt."

The three crusaders gave huge grins as they look at the Wrecker happily.

"CUTIE MARK CRUSADERS! ENERGON MINERS! YAY!"

"What have I gotten myself into?" Wheeljack muttered under his breath.


As Wheeljack reaches the mountain in vehicle form, the crusaders sitting inside of him were very excited to have another chance of gaining their cutie marks. As Wheeljack comes to a stop, the girls exit him, as he transforms into robot form.

"Stay out of trouble, and don't come into contact with the Energon, especially you Belle!" Wheeljack instructed.

But as they walk towards the mountain, they see Rarity, mining for several jewels.

"Rarity? I thought this place was off limits to ponies." Wheeljack said in puzzlement.

"Ugghh, it's the ruffian." Rarity muttered, but then she sees the crusaders with him.

"What are you three doing here? You should be back in Ponyville." She said to the crusaders.

"We're helping Uncle Jackie find some Energon?" Sweetie Belle answered her sister.

"WHAT? Are you insane?!" Rarity shouted at the Autobot. "You know what that Energon substance will do to a unicorn's magic!"

"Yeah I know, but I couldn't just leave them alone at my ship." Wheeljack answered.

"Your ship?" Rarity asked.

"Long story, but again, why are you here?" Wheeljack asked his own question.

"I'm looking for gems. And don't worry, this part of the mountain isn't off limits. There's no Energon in this area." She answered.

"Well, since you girls are here, please give me a helping hoof in digging these gems up." Rarity instructed, as the crusaders give a sign of annoyance.

"Hmph, why dig, when I can make your job a little faster." Wheeljack said, as he walks up to where Rarity was digging.

"And what do you think you're doing?" Rarity asked in an annoyed tone.

"You'll see." Wheeljack replied, as he removes an object attached to his hip.

"You all might want to step back, and find some cover." Wheeljack said to the ponies.

He then pulls a pin from the object and places it on the ground where Rarity was previously digging.

He then scoops up all of the ponies in his hands and runs for cover.

"FIRE IN THE HOLE!" he shouted, as a massive explosion goes off.

"Grenades. Works everytime." He smirked.

As soon as the dust from the explosion cleared, there was a huge gaping hole in the ground, with gems inside.

"That, was awesome!" Sweetie Belle shouted, as the other crusaders smiled and nodded in agreement. "You're the coolest Uncle Jackie"

"Uncle Jackie?" Rarity asked in disbelief.

She then sees the exposed gems, and shrieks in terror.

"THE GEMS! WHAT HAVE YOU DONE?!"

"What? I blew them outta the ground right?" Wheeljack asked.

"Yes, but you've also DESTROYED them! Just look! They're cracked, broken, and demolished!"

"Sheesh, nothing ever seems to satisfy you." Wheeljack muttered.

"You, are by far, the most undisciplined, uncivilized, and pig-headed individual I have EVER met! You're even worse than that Prince Blueblood brute!" Rarity hissed.

"I'm a Wrecker, it's what I do." Wheeljack replied, "Now if you'll excuse me, I got Energon to mine."

Rarity glared at the Autobot as she watches him head toward the mountain side where the Energon was located.

"Well, good riddance. Come now girls, I may not have been able to harvest any gems today, no thanks to that ruffian, but I do have to make a stop by Sweet Apple Acres. I've already fixed Applejack hat for her, and I need to deliver it. Come now girls."


Sweet Apple Acres.....

As Bulkhead roared down the Apple Farm in his SUV form, he had a plow chained on his front bumper.

"YEE HAAWW!" Applejack shouted from the driver's seat, as Big Macintosh sat in the passenger side. "Plowin' sure has gotten easier since you showed up Bulkhead."

"Eeyup!" Big Macintosh responded.

"Hey, glad I can help. I just want to make it up to you. Especially after you had to pay for all the damages I did in the market place."

"Hey, think nothin' of it, big guy, but I do truly appreciate the help. We can always use some extra muscle on the farm!" Applejack cheerily said to the Autobot.

"I'm just glad I'm finally doing something right for once. I tend to be a nuisance when I'm not fighting cons." Bulkhead said.

"Now don't you say that about yerself partner! You're a big help, Heck, I think we can give Big Macintosh here that vacation he's been wantin' for a while now."

"Eeyup!" Big Macintosh said.

"You know something AJ? I'm actually kinda enjoying this. It's a nice break from all the fighting." Bulkhead said to the Apple siblings.

"And we're happy to have ya Bulk!" Applejack replied.

Just then they see Rarity arrive with the cutie mark crusaders.

Bulkhead then drives up to the others, as Applejack and Big Macintosh exit him, and unchain the plow from his front. Bulkhead then transforms into robot mode.

"Well hello Applejack." Rarity greeted her friend, "I have your hat right here, and good as new."

She give the hat to Applejack who is overjoyed to have it back.

"Thanks alot Rares! It looks like that horrible tear never happened. Yer the best friend anypony could ever ask for!"

She then turns her attention to Apple Bloom and the others.

"So how's yer day been?" Applejack asked.

"Well, we got to meet another one of the Autobots." Apple Bloom answered.

"Oh? Who?" Bulkhead asked.

"Wheeljack." Apple Bloom responded.

"Heh, Good old Jackie!" Bulkhead said as he gave a laugh. "You didn't give him any trouble did you?"

"Well, we help him fix a fuel leak in his ship, which was one of the coolest things I've ever seen! I mean, an actual alien spaceship!" Sweetie Belle beamed.

"He brought you aboard the Jackhammer. Heh, and he says I'm the one getting soft." Bulkhead teased.

"Well, he's still an uncivilized ruffian. He destroyed the gems I was trying to harvest by using some explosive device to blow away a mountain side. The jewels were unsalvagable." Rarity complained.

"HA HA! Sounds like Jackie!" Bulkhead laughed.

Rarity merely groaned at the remark.

"Hey come on, I know Jackie can be a big jerk. I've known him for centuries. He's a huge pain in the rear bumber I'll admit, but I can tell you this.... When scrap hits the fan, and things go south, you can always count on him to help you out. He's saved my worthless can countless times. He never backs down when a friend is in trouble."

"I'll believe it when I see it." Rarity muttered.

Just then, Wheeljack in vehicular form roars up to the farm.

"Speaking of whom." Bulkhead stated, "There he is."

Wheeljack transforms into robot form, and walks up to the others.

"Howdy Wheeljack!" Applejack tipped her hat at him.

"Hey." Wheeljack responded. "Check it out Bulk, freshly processed Energon!" He then tosses a canister to Bulkhead.

"Just what the doctor ordered! Especially after the workout I just had." Bulkhead said as he catches the canister.

"Bottoms up buddy!" Wheeljack stated as he and Bulkhead unscrew the tops, and began chugging the blue liquid down.

As they both finish, Wheeljack then lets out a loud beltch.

Bulkhead, the crusaders, Applejack, and even Big Macintosh began to laugh at him.

"I didn't know robots could do that. You're really funny, and I think you're the coolest Autobot Uncle Jackie!" Sweetie Belle said while smiling at him.

"Uncle Jackie huh?" Bulkhead teased, "And you were making fun of me for being soft."

"Well, not only are you uncivilized, but you are also utterly disgusting." Rarity complained again.

"What can I say toots, I'm uncouth." Wheeljack answered.

"Well, at least we can agree on one thing. and Don't call me TOOTS!" Rarity seethed.

"Whatever you say, Sunshine!" Wheeljack said with a smirk.

"Why I NEVER!" Rarity fumed.

"I gotta head back, need to do some more repairs, then harvest some more Energon. See ya later guys." And with that Wheeljack transforms, and drives away.

"Sweetie Belle, I think you should stay away from that Wheeljack character. He's such a horrible influence on one so young." Rarity said in a stern voice. "Why don't you spend some time around Optimus instead. He's so polite, considerate, and quite charming."

"And BORING!" Sweetie Belle responded. "I mean, I think Optimus is cool and all, he's a hero and he's really nice, but all he ever does is go to the library in Canterlot with Twilight. That's no fun at all."

"You are hopeless, little sister." Rarity said, shaking her head in disapproval.

"Well, we're goin' to the treehouse." Apple Bloom said to the others. "Let's plan on some more crusadin'."

"Right behind you!" Sweetie Belle replied as she began to follow her friend, only for them to stop when they see Scootaloo wasn't coming along.

"Scootaloo, are you alright?" Apple Bloom asked.

"I'm fine, I just need to go and get my scooter. I left it at Sugarcube Corner. I'll be right back." The pegasus replied as she ran towards Ponyville.


As Scootaloo walked down the streets of Ponyville towards Sugarcube Corner, she can already see Pinkie Pie, and the Autobot Smokescreen setting up some party decorations. The banner they were hanging up said "Welcome to Ponyville Autobots!" Scootaloo was looking forward to this party. But as she got closer, a rotten tomato hits her in the head.

"Well well well, if it isn't the flightless dodo bird blank flank." Diamond Tiara mocked as Silver Spoon stood next to her laughing.

"Great, just who I DIDN'T want to see today." Scootaloo mumbled.

"Where do you think you're going ScootaLoser!" Diamond Tiara said.

"None of your business." Scootaloo replied as she tried to ignore them, only for Silver Spoon to trip her, as she falls flat on her face.

The commotion caught Smokescreen and Pinkie Pie's attention.

"Hey, what's going on over there? Isn't that Rainbow Dash's little friend?" Smokescreen asked.

"Oh no, it's Diamond Tiara, and Silver Spoon, they're at it again." Pinkie Pie said with a worried look.

"What do you mean?" Smokescreen asked.

"They're two of the biggest meanies at their school, and pick on ponies who don't have their cutie marks yet." Pinkie Pie explained.

"Seriously?!" Smokescreen replied.

They then see Diamond Tiara spit on Scootaloo's face.

"Ha! You're nothing but a stupid little talentless blank flank. Nopony wants to be around you! Dodo bird freak! You're alone, and you'll ALWAYS be alone." Diamond Tiara sneered as Silver Spoon giggled. "Come on, Silver Spoon, lets book it before she spreads her lameness to us. Later ScootaLoser! Woudn't wanna be a flightless chicken like you!"

"You gotta be KIDDING ME!" Smokescreen scowled, seeing the little pegasus being tormented.

The two bullies then wander off, laughing at their victim as they did so. Seeing what had just transpired, Smokescreen was disgusted, and walked over to the pegasus filly. The Autobot was clearly angered with what he just witnessed.

Scootaloo had a sad look on her face. Feeling sympathy for her, Smokescreen then crouches down and speaks to the filly.

"Hey Scootaloo right?" Smokescreen asked as he kneeled in front the filly. "You ok? Are you hurt?"

"I'll.... be fine, just leave me alone."

"What, no way, you're not fine. You shouldn't let them treat you like that." Smokescreen said in an annoyed tone.

"But there's nothing I can do. Diamond Tiara is the daughter of Filthy Rich. He's the wealthiest pony in all of Ponyville. Everypony believes Diamond Tiara is a little angel, and nopony will believe me if I told them the truth." Scootaloo explained, with tears in her eyes.

"Still, you gotta stand up for yourself. Where's your self respect?" Smokescreen encouraged her.

"How? I don't think anypony can." Scootaloo replied. "She keeps saying that I'm completely useless and untalented because I'm a blank flank, that I have nothing special, and that nopony would ever care about me."

Hearing enough of Scootaloo's distress, Smokescreen decided to prove the bullies wrong, by bringing up her positive qualities and traits.

"Nothing special.... talentless..... and that no one would care about you..... Is that so?" Smokescreen inquired. "Well she's wrong, you DO have someone that cares, a skill that's unique to you, and something very special that those two jerks don't have, and never will...."

"Huh? What are you talking about?" Scootaloo asked.

"First off, you look up to Rainbow Dash right? Like she's your idol and hero if I'm not mistaking?" Smokescreen asked.

"Well, yeah." Scootaloo replied.

"And Dash has pretty much taken you under her wing as if you were her sister, am I right? Last I checked, that's the definition of someone who cares." The Autobot's words, sank into the filly.

"Yeah.... She totally did, because she's the most awesomest pegasus EVER!" Scootaloo beamed, feeling more uplifted.

"I've also seen you ride your scooter. You drive that thing pretty well. The stunts you pulled off are pretty cool in my book, and they're not easy to do. I bet no other pony your age can pull of those feats. Talentless? I think NOT!" The Autobot stated, trying to lift her spirits.

"Yeah, you're right." Scootaloo agreed. "Nopony else can ride a scooter like I can."

"And another thing," Smokescreen added, "Does the D.T. and her lackey, get to hang out with cool giant alien robots that can turn into cars, and shoot lasers?" Smokescreen said in a playful manner.

"No.... I guess they don't!" Scootaloo replied, now in a better mood.

"Exactly!" Smokescreen smirked. "And I'd say THAT'S something pretty special!"

"Thanks, Smokescreen." Scootaloo beamed at the Autobot, "I see why you and Pinkie Pie get along so well. You also know how to make ponies smile."

The Autobot in turn, also grins at the young pegasus filly.

"You have it pretty good Scoots. You got friends who really care about you. So don't let punks like them drag you down. And I'm always here for ya, if you ever need me. BUT, that doesn't meant I'm gonna let those two off the hook either. I think it's high time I taught little Miss Perfect, and that sidekick of her's, a lesson in humility..... With some SWEET RETRIBUTION!" Smokescreen said with a smirk on his face.

" Wait a sec...I don't like where this is going. You Autobots aren't supposed to harm ponies." Scootaloo said with a worried expression. "You can't just shoot them with your lasers."

"Who said anything about.... harming?" Smokescreen replied with a wink.

"I'm gonna talk to Pinkie Pie and Rainbow Dash real quick. Don't worry, those bullies will get what's coming to them."


At Sweet Apple Acres, Bulkhead had instructed Applejack, and Big Macintosh to go ahead and place baskets under every apple tree in the orchard.

"So what's this all about?" Granny Smith asked the bot.

"Don't worry, I got this." Bulkhead said to the apple matriarch.

As soon as he sees that the rest of the apple family have cleared the area, Bulkhead began his plan.

"I still don't know what that big lug's got in that metal head of his." Granny Smith said to her grandchildren.

"Trust us Granny, It'll work out." Applejack reassured her.

"I'm ready AJ, tell the rest of your family to get clear."

"All over it Bulkhead!" Applejack called out.

"Eeyup!" Big Macintosh also responded.

"Ok here goes." Bulkhead said, as he transforms into vehicle mode.

He then roars towards the orchard, and as soon as he reaches what was believed to be the center of the orchard, he immediately runs up a ramp that Applejack and the others set up for him, transforms in mid air, turns his right hand into a wrecking ball, and slams it into the ground hard as he lands.

The ensuing shockwave created shakes the entire farm, and all of the apple in the trees fall into their baskets.

"YEEE HAAAAWWW!" The Apple siblings shout in unison.

"Well I'll be a fruitbat chasing a parasprite!" Granny Smith saw in disbelief.

"This is the best harvest yet!" Applejack shouted happily.

"Eeyup!" Big Macintosh responded.

Bulkhead then walks up to the others with a smile on his face.

"Yer the best Bulk!" Applejack said, as she hugs his leg.

"It was nothing." Bulkhead replied, scratching the back of his head.

Just then, they see a familiar big rig, yellow car and a motorcycle race towards the farm.

"Hey, It's Optimus and the others." Bulkhead stated.

The rest of the bots then transform into their robot forms.

"So how'd your farming day go Bulkhead?" Arcee asked.

"Perfect. Kinda fun too."

"I am glad you are finding enjoyment during this intermission of peace, Bulkhead." Optimus said to the Wrecker.

Bumblebee gave a number of buzzes and blips.

"Yeah," Arcee responded to the scout. " I heard Wheeljack stopped by with some fresh Energon."

"It's right here." Bulkhead said, as he tosses a canister to each bot.

Just then from the other side of the farm, a familiar race car with screaming double 38's on it's doors races towards them. With Rainbow Dash flying above it.

As soon as Smokescreen comes to a stop in front of the others, Pinkie Pie, and Scootaloo hop out, laughing like crazy. Rainbow Dash lands next to them, also rolling with laughter.

Smokescreen transforms, and also joins in on the laughter.

"Ok, what did you guys do?" Arcee asked, slightly annoyed.

"Oh man, I can't wait to show this to Apple Bloom and Sweetie Belle." Scootaloo giggled, her eyes tearing up from laughing so hard.

"What's that?" Bulkhead asked.

Scootaloo, shows the rest of the bots, and the present apple family members a photo.

It was a photo, of Diamond Tiara, and Silver Spoon, struggling to get out of a pit of mud.

Applejack couldn't help but give a light chuckle, while Granny Smith and Big Macintosh looked on in confusion.

"I fail to see the amusement of this photo." Optimus stated.

"Long story short," Smokescreen explained. "These two girls in the picture? Bullies. Don't let their cute appearance fool you, they're the biggest jerks at their school. All they ever do is terrorize Scoots here and her friends. So I decided to give them a taste of their own medicine."

"Yeah," Rainbow Dash added. "I never took old Smokey here to be a prankster. We should hang out more."

Arcee simply rolled her optics.

"That'll teach them to be big meanies!" Pinkie Pie added.

"So what exactly did you do?" Bulkhead asked.

"Well, Smokescreen dug a huge hole in the school playground, then Rainbow Dash took a raincloud and filled it with water. It soon mixed with the dirt, and turned into mud. Finally, Pinkie Pie covered it with grass, twigs, and leaves to hide it. As soon as Diamond Tiara and Silver Spoon walked over..... SPLASH!" Scootaloo explained, then began laughing hard again.

As the pranksters continued to enjoy themselves, two armored pegasi decended to the farm.

"Huh? The royal guard?" Applejack asked.

As soon as the guards reached the group, one of them stepped forward.

"Which one of you is the Autobot, Smokescreen?" He asked.

"Uh, who wants to know?" Smokescreen asked.

"Ah, so you're the culprit. I have something to give you." The guard said as he pulls out a parchment of paper.

"You are hereby ordered to pay for the damages you have done to the local school grounds by order of the Mayor." The guard said as he read the scroll.

"WHAT?! This is just a payback prank, Right?!" Smokescreen yelled.

"Oh no." Pinkie Pie gasped.

Rainbow Dash simply whistled and looked into another direction, while Scootaloo was shocked at this event.

"You must pay for the damages, or we will be forced to arrest you. I'm sorry, but these are the orders." The guard explained.

"Optimus, there's gotta be something you can do, right?" Smokescreen pleaded with the Autobot leader.

"I am afraid I cannot. You have clearly broken one of the laws of this world. And therefore face the consequences. I will however, speak with the Princess about this matter. Until then, you must find a way, to reimburse the local school."

"You reap what you sew." Arcee smirked.

"This is payback for that dressup doll remark the from other day, isn't it Cee?" Smokescreen shot her a look.

Arcee simply giggled under her breath.


"......Scrap!"

Chapter 10

View Online

It was around late afternoon. Twilight Sparkle had returned with Optimus from the Canterlot libraries fairly early this day.
As Optimus drives up to her treehouse library, the two notice Fluttershy, Pinkie Pie, and Applejack seemingly waiting for her.
Twilight exits Optimus, as he transforms into robot mode.

"Oh, Hi Twilight." Fluttershy greeted the alicorn princess. "I see you're back early today. Is everything ok?"

"I'm fine Fluttershy, Optimus and I came back home early today, because, well, Princess Luna found it, the book containing the spell that will return the Autobots home." Twilight responded, as she levitates the book out of her saddle bag.

"It will still take some time for me to learn it, however."

"Oh, well, I'm glad you'll be going home soon, Optimus. And all of the Autobots.........All of you...." Fluttershy replied, with a sad look on her face, clearly upset.

"It's alright sugarcube, We know this day would come." Applejack said to the pegasus, trying to comfort her.

"I know, but still, I don't want to Bumblebee to leave." Fluttershy, with tears forming, stated.

"I know how you feel Fluttershy, believe me, I truly do. I don't want Optimus to leave either. He's become someone I really look up to, like a second mentor next to Princess Celestia. But, he has his responsibilities back on this Planet Earth, to protect the beings who live there from evil." Twilight explained.

"Fluttershy," Optimus said to the pegasus, placing his giant finger under her chin, "I am truly grateful, and honored you think so highly of us. And I thank you for your friendship. I clearly see that you and Bumblebee have forged a strong bond with each other. It pains me to see you and our scout to be inevitably separated by worlds, but the friendship you have forged with him, with us, and with me, will always be true."

Fluttershy gave a smile, she knew he was right, they didn't belong in Equestria, and asking them to stay while Earth fell to the Decepticons would be a selfish act. She knew it was for the greater good.

She nodded, "Thank you Optimus."

"Well, it ain't time to say goodbye yet, sugarcube." Applejack stated, "Twi still needs to master the spell, and that can take some time. So until then, go spend whatever time you can with Bee. I know I'm hanging with that big lug, Bulkhead, as much as I can."

The statement Applejack, gave Optimus a worried look.

"Somethin' wrong there big guy?" Applejack asked in concern.

"I am greatly worried about the well being of planet Earth, and the humans." Optimus stated, "We have been offworld for far too long. I only hope that Megatron has not conquered it already. The human military can only hold out for so long."

"I understand, time is off the essence." Twilight replied.

"Well, onto other news," Twilight addressed the others, "as you know, the Grand Galloping Gala is coming up again. Much to Princess Luna's objection, Princess Celestia decided to hold it during the day this year. It's mainly because many dignitaries from other kingdoms are coming this year. Princess Celestia gave two tickets!"

"THE GALA?" the rest of the girls replied in unison.

"Yes, it will be tomorrow. Who wants to come with me?" Twilight asked.

"Yeah, Thanks for the offer, but the last time we went to the Gala, it was no fun at all." Pinkie Pie complained.

"I think I'll pass this time as well, Twilight." Fluttershy replied.

"Sorry sugarcube, but me too. Not to mention I got a lot of work on the farm this time around." Applejack also responded.

"But, the princess, the tickets...." Twilight pleaded.

"Hmm, if it is a formal gathering hosted by Princess Celestia, then I will accompany you." Optimus said.

"Really, you mean it?" Twilight beamed with a huge smile on her face. It was large enough to make Pinkie jealous.

"I will go to this, Gala, with you, my young friend." Optimus answered.

Pinkie, Applejack, and Fluttershy looked at Optimus, dumbfounded.

Twilight Sparkle was overjoyed.

"YES!...... YES! YES! YES! YES!" Twilight shouted as she skipped around like a school filly.

"Hey Optimus, why would you wanna go to a big boring snorefest like the Gala?" Pinkie Pie asked, "I also thought that Primes don't Party. That's what Smokescreen told me."

"I believe a formal gathering such as this one would help the rest of your world understand us Cybertronians. Also, it would be rude of me not to show, especially if Princess Celestia went through the trouble securing the passes for us." Optimus answered.

"How about Rainbow Dash, and Rarity? Wouldn't they like to go?" Fluttershy asked.

"Nah, Dashie's too busy hanging out with Arcee." Pinkie Pie answered.

"And Rare's too busy keepin' an eye on Sweetie Belle, makin' sure she ain't being badly influenced by Wheeljack." Applejack explained.

"I see." Twilight answered, "Well, I'm going to the library now. It's time I began studying this spell."

She then opens the door to the library.

"Spike? Spike are you home? Where are you?" She called for her dragon.

"Oh, Spike isn't here right now. He's out gem hunting." Fluttershy explained.

"Huh, why would he be out hunting gems at this hour?" Twilight asked.

"Well, he's helping Smokescreen gather the gems he needs to pay off the school." Fluttershy answered.

"Pay off the school? What happened?" Twilight asked with a puzzled look on her face.

"It's a long story sugarcube....." Applejack stated.

"Speaking of gathering resources, I will be helping the other Autobots gather and mine for some Energon. I will bid you all a farewell, for now." Optimus said, as he transforms into this truck mode, and then drives off in the distance.


"Hey, Smokescreen!" Spike called out the the Autobot, "There's some more over here!"

Spike had dug up a good number of gemstones. From rubies, to sapphires, to diamonds.

"Hey, thanks a bunch Spike, you're really saving my tailpipe today." Smokescreen said to the dragon.

"No problem, beats sitting home all day with nothing to do. Twilight hasn't been around lately, and besides, I never leave a friend hanging." Spike responded.

"Isn't Rarity the expert at this? How come you didn't ask her to help?" Smokescreen asked.

"She's kinda busy today. Yeah, I wish she was here too." Spike responded, as he gave a sigh, and his cheeks turned red.

"What about these?" Smokescreen asked as he picked up a number of multi colored jewels.

"Those will do nicely." Spike said, as he places the jewels Smokescreen handed to him in his bag.

"I think a few more, and we'll be set. You'll have enough to pay back the school." Spike stated.

"This, is probably the most embarrassing thing to happen to me." Smokescreen said, as a blip went off on his sensor.

"Hey, I think there's some Energon here too. I'm getting a reading. Gonna go check it out real quick. Be right back." With that, Smokescreen walks off towards the source of the blip.

Spike simply sighed, as he continued to think about Rarity. Not only did he want to help Smokescreen pay back the damages he did, but also find the perfect jewel for the unicorn he loved so much.

He then sees something shimmering in the ground. As Spike got closer, he sees that it's diamond. He begins to dig.
Has he continues to paw at the ground, he unearths more of it. He then realizes, this diamond was fairly large. It was about double the size of his body.

"JACKPOT!" Spike shouted as he tries to pull it out of the ground. "This thing really looks tasty, but no, I can't eat it. It's gonna be the perfect gift for Rarity."

Using all of his might, he finally gets it out of the hole. He then looks at it, in all of it's majesty, and beauty. It was magnificent, and delicate looking, just like Rarity. Spike was excited, as he couldn't wait to give it to her. He's going to need Smokescreen's help in order to bring it back to Ponyville.

As Spike began to roll the diamond on the ground, he then sees a large shadow coming up from behind him.

"Hey Smokescreen," Spike began to say, "Did you find the Energon?"

"What are you babbling about shrimp!" a voice, not Smokescreen's, answered.

Spike immediately froze in place. It wasn't the Autobot, but someone else he encountered earlier on, someone he hoped never to see again.

Spike slowly turned around, to see a familiar teenage red dragon standing behind him.

"Well well, if it isn't the pony loving twerp. Long time no see Spike!" Garble taunted. "I still haven't paid you back for that whole incident with the phoenixes."

"Oh NO!" Spike yelled in terror.

"And I think I'll start, by taking that precious, and delicious looking diamond of yours!" Garble said, as he began to move towards Spike.

"NO! You can't!" Spike defiantly yelled, trying to protect the diamond.

"Ha, is that for your pony girlfriend? Don't make me laugh." Garble said, as he grabs Spike, and throws him aside.

"NOOOOO!" Spike yelled. But it was too late.

He then sees Garble, chomp into the diamond, and with four or five bites, it was gone.

Spike just sat there, with tears in his eyes.

"Ok, fine, you ate the diamond. You got me back. Now please, just, leave me alone." Spike sadly stated.

"Oh no, no, no...." Garble replied, "I'm not done with you yet."

"Wha? What do you mean?" Spike, now terrified began to back up.

"I'm still gonna make you pay for humiliating me in front of my boys last time. So now, I'm gonna turn you into lunchmeat!" Garble threatened, as he hissed, and extended his claws.

Suddenly an even larger figure stood behind Garble, and grabbed him by the tail, and lifted him up.

"BRING IT!" Smokescreen angrily stated, while holding the teenage dragon by the tail upsidedown.

"HUH??!! WHAT THE??!!" Garble yelled in shock.

"Who's the tough guy now, you Predacon scum?" Smokescreen said, as he shook him.

"WHAT ARE YOU? What's with this metal freak?" Garble yelled.

"What's the matter, can't fight someone bigger than you?" It was Smokescreen's turn to taunt the dragon.

Garble breathes a stream of fire into Smokescreen's face, but it seemed to have little effect.

"You just made your second big mistake! Your first was messing with my little buddy there!" Smokescreen was furious.

"Smokescreen, wait!" Spike yelled to the Autobot. "Please, I know he's a jerk, but, just don't hurt him. You're already in trouble as it is."

"Are you kidding?" Smokescreen said in surprise, "This guy just tried to frag you, and you're telling me to let him go?"

"Please, I just don't want anyone getting hurt. And I don't want to see you get into any more trouble. Optimus wouldn't approve of this." Spike explained.

Smokescreen looked at Spike, then at Garble, who was terrified. Seeing the fear in the dragon punk's eyes made Smokescreen realize what he was doing.

"You're right kid. Optimus wouldn't do this. And this isn't how Autobots should act."

Smokescreen then drops Garble on the ground, as he lands on his head hard.

"OWWW!" Garble complained.

"Get lost punk! If I ever catch you messing with any of my friends again, you're scrap!" Smokescreen threatened.

He then gets back up, and flaps his wings to fly away.

"You just made a big mistake, you metal freak. I'll be back, and I'll make you pay. Don't think you're off my hit list either Spike!" He yelled as he flew away.

"Hey, Spike, you ok?" Smokescreen asked the clearly shaken dragon.

"I'll be fine. Thanks, Smokescreen, for bailing me out." The dragon answered.

"Hey, no problem-o, little guy." The Autobot replied to the little dragon.

The duo then began to make their way back to Ponyville.

"Man, I was about ready to turn that punk inside out. But, yeah I know, what you said was the right thing. Still, I HATE bullies!" Smokescreen stated, as he and Spike began to make their way back to Ponyville.


After making it back to Ponyville, Spike and Smokescreen had delivered the gems to Miss Cheerilee, the teacher. She would deliver the message to the Mayor, telling her that his debt to the school had been fully repaid. Smokescreen was off the hook.

Feeling good about being out of debt, he took a leisurely stroll through Ponyville, towards Sugarcube Corner, to meet up with his favorite Pink Pony. As he walked down the street, he then suddenly feels someone hitting him from behind. It was hard enough to knock him down.

"Huh? Who did that?" Smokescreen shouted, as he gets back up.

"Told you this isn't over!" Garble yelled, this time he had a number of other teenage dragons with him.

"You!" Smokescreen yelled, "I thought I told you to get lost!"

Smokescreen then raises his fists.

"I wouldn't try that if I were you!" Garble said, as he points to one of his dragon buddies, holding Spike, Fluttershy, and Pinkie Pie hostage. They were tied up in rope, and gagged with a white cloth over their mouths.

"Let them go!" Smokescreen yelled.

"You're in no position to make demands, freak." Garble said, "I'm gonna run this town, and make the ponies service us! If you know what's good for your little friends, you'll back off."

"No way." Smokescreen stated, as he lunges towards the dragons. He punches the one holding Pinkie Pie, then catches her before she hits the ground. He then quickly undoes the ropes, and pulls the cloth off of her mouth.

"Pinkie, you alright?"

"I'm a-ok Smokescreen!" She responded. "But you have to save Fluttershy and Spike from those dragon meanies. I'm gonna go get Applejack, Dashie, and Twilight. They'll help us!"

"Go, quickly!" Smokescreen instructed.

"Aye-Eye!" Pinkie saluted as she ran off towards the library.

"Hang on Flutters, Spike, I'll get you guys out of there." Smokescreen reassured them.

"You can't stop us, This town is ours. Get'em boys!" Garble yelled, as the dragons fly towards the Autobot.

Smokescreen swung his fists, knocking down two of the dragons, but three more swooped down, and began dive bombing him.

Garble held on to both Fluttershy and Spike as they struggled.

Soon the dragons began to slam into Smokescreen, as they claw, shoot fire, and ram him.

Smokescreen did his best to hold off the onslaught, as he then turns his hands into his blasters. He began to shoot at the flying dragons wildly.

"Too slow!" One of the dragons taunted, as he swoops down, and bites into Smokescreen's neck.

"Get..... OFF!" Smokescreen yelled, as he pries the dragon off of him.

Smokescreen realized he was in over his head, there were too many of them. The dragons continued to swoop at him, while some of the others began to terrorize the ponies around town. Garble then flies up to him and kicks him in the face, knocking the Autobot down.

"Now watch as I turn your big bodyguard into metal shavings!" Garble said to Spike and Fluttershy, still tied up as he has them clenched in his fists.

The dragon punks had Smokescreen's limbs pinned on the ground, as Garble walked up to him.

"Say goodnight!" Garble taunted, as he raised his claw.

Then, suddenly what looked like a wrecking ball slams Garble in the face, sending him flying into a house, leaving a huge hole in it. Fluttershy and Spike where sent flying in the air, when another large figure caught them before they hit the ground.

Bulkhead, had sent Garble flying, while Bumblebee had safely caught Fluttershy and Spike before any harm could come to them.

The other dragons looked on in astonishment.

Garble climbs out of the hole from the side of the house, and looks on.

"What? You mean, there's more of the metal monsters?"

"Wanna know something?" Bulkhead began to say, "See, when you mess with one member of Team Prime, guess what? Now you got all of us to deal with. Nobody, and I mean, NOBODY, messes with one of our friends, and gets away with it."

Bulkhead smashes his wrecking ball hands together, Bumblebee unties Fluttershy and Spike. Wheeljack stood next to Bulkhead, ready to fight.

"Thank you Bumblebee. You saved us from those horrible dragons." Fluttershy said, as she hugs the side of his face.

"WHAT'S A DRAGON?" Both Bulkhead and Wheeljack asked in unison.

Bumblebee gave his electronic response.

"They look like Predacons, Bee, but Optimus says they aren't." Bulkhead replied.

Bumblebee then turns his attention to Spike, and Fluttershy, and speaks in his blips and bleeps. Fluttershy understandingly nods to him.

"he says we need to clear out." Fluttershy translated to Spike, as they make a break for it.

"Looks like there's gonna be some fun after all." Wheeljack stated, as he draws his swords, and activates his faceplate.

"What are you morons standing around for? GET THEM!" Garble shouted as he and the rest of the dragons charge at the Bots.

"Finally, SOME ACTION! You stinkin' Preds picked the wrong Bot to mess with." Wheeljack yelled, as he and the rest of the bots also charge.

What happened next was absolute mayhem in Ponyville, as the Bots and Dragons began their massive brawl in the town.

Bumblebee punched out a number of dragons, as they slammed into buildings, causing them to crumble. Smokescreen shot at a few of them, causing them to also crash. Some of his stray blasts got too close to the ponies, as they tried to flee for their lives. Bulkhead and Wheeljack continued to pummel any dragon that got in their way, destroying carts, and wagons in the chaos.

Garble and Smokescreen faced each other, as the dragon clawed at his armor. Smokescreen grabs him, and winds his fist up, then delivers a massive punch to the dragon's face, sending him crashing into Sugarcube corner, destroying the roof of the building. The mayhem continued on, as the Bots and Dragons tore up the section of Ponyville. Ponies continued to flee the area, and structures around them were being destroyed by the brawl. The dragons then regroup around Garble. Right when he was about to order another charge at the Autobots, several laser shots came out of nowhere right between the bots and dragons. From the distance, the see the source.

It was Arcee, with Rainbow Dash, Applejack, Twilight Sparkle, Pinkie Pie, Rarity, and Optimus Prime standing behind her.
Arcee had a very angry look on her face.

"How many of these metal freaks are there?" Garble yelled in frustration.

"Have all of you BLOWN YOUR SERVOS?!" Arcee scolded the rest of the Bots.

The rest of the Autobots then realized what had happened. The ensuing fight to save their friends, ended up with the result half the town being destroyed.

"Oooohh, scrap...." Bulkhead muttered, when he finally saw the gravity of the situation.

"Ha, now's our chance!" Garble tried to lunge at Bulkhead, when suddenly, he was surrounded by a golden aura. It suspended him in mid-air.

"Hey, what gives?" He yelled, as the source of the aura was revealed. Princess Celestia had decended from the sky.

Optimus seeing the destruction done to the town by his own Autobots, simply shook his head, in dismay.

"You, Garble, I believe that's your name." Princess Celestia addressed the Dragon, "I want you out of this town, and don't ever return! By my decree, you and your dragon gang are here by banished from Ponyville!"

"Who's gonna make me?" Garble said in defiance.

Suddenly Optimus Prime walked up to the dragon.

"You will vacate the premises as commanded by the princess." Optimus sternly said. "Failure to obey such proceedings, will result...... in serious REPERCUSSIONS!"

Optimus turns his hand into his blade and points it at Garble's face.

Garble gulps hard.

"Y..Y..YES SIR!" he fearfully responded.

"Come on guys. This isn't worth it. Let's get out of here."

And with that, all of the teenage dragons began to retreat, and fly away towards the horizon.

"And stay gone, ya lousy varmints!" Applejack yelled.

The Autobots, especially Smokescreen then, sheepishly look at Princess Celestia, who had a rather stern look on her face.

"I know what you're about to say, your majesty," Smokescreen started, "And before you say anything, I just want to let you know. This was all my fault. The others were only trying to help me. Please don't blame them."

"Are you all out of your minds?!" Arcee yelled at the others. "Our job is to protect others, not wreck the place in some idiotic street fight! I swear Smokescreen, you just CAN'T stay out of trouble."

"Arcee, please." Princess Celestia addressed the female Autobot, "let me speak for the moment."

"Sorry, your highness." Arcee backed down.

"Spike explained everything to me in a letter he sent. I understand that you technically didn't start this conflict. I also know that you and the others were trying to protect my subjects from harm. Your hearts, or rather, Sparks I should say, were in the right place. However, what all of you did, was extremely reckless."

The Autobots, simply stared at the ground the entire time, embarressed by their actions. Wheeljack, however, simply had his arms crossed, and looked at the princess as she spoke.

"We're guests on this world. The Princess allowed us to stay here with her people. And this is how you repay her?" Arcee seethed at the others.

The Mane 6 and Spike simply looked at the Autobots sadly while they were being reprimended.

"Princess Celestia, I just want to let you know, that, I'm really sorry for all of this. If you need to kick anyone out of town, it should be me." Smokescreen said, kneeling in front of the Princess.

"Oh no, I won't banish any of you from the town. Like I said, I know all of you meant well. So for repayment, Optimus and I have come to an agreement." Celestia explained.

"An agreement?" Bulkhead asked.

"Indeed Bulkhead," Optimus answered. "You will all help with the reconstruction of Ponyville. Since it was our fault, we must be the ones doing the repairs."

"Well, you're in luck Princess," Bulkhead stated, "Before I became a warrior, I used to work in construction. This is second nature to me."

"Yer full of surprises, Bulk!" Applejack said to the bot.

"Ohh, I love surprises!" Pinkie Pie chimed in.

"After you have reconstructed the town, you will all remain in vehicular form, as punishment for the rest of the day."

"Y...yes, Optimus. I understand." Smokescreen replied.

"Hold on a sec. Last I recall, I'm not exactly a part of your little club, Prime." Wheeljack said. "I'll help you guys rebuild the town, but I ain't staying in V-Mode for the rest of the day. I still need to work on the Jackhammer."

"Wheeljack, while you are on this world, it is best you follow my orders." Optimus said.

"yeah, whatever." Wheeljack scoffed.

"Such a barbarian." Rarity muttered under her breath.

"I'm glad you're all taking responsibily for this. I wouldn't have expected any less." Princess Celestia said, satisfied. "I want to let you all know, I still consider you my friends. I'm a little disappointed in your actions, but I know you all mean well."

"Remember, all of you," Optimus stated to the others, "Upon this world, much like on Earth, we Autobots are Titans. Our power and abilities must be used with great care, and responsibly. Endangering others, be they Autobots, Ponies, or Humans, will NOT be tolerated."

"YES SIR!" The rest of Team Prime respond.

"Now then, let us begin with the reconstruction." Optimus said, as Celestia and Twilight look at the Autobot leader. Twilight's felt an even greater admiration for Optimus.


Little do any of them know, Soundwave was watching the entire time. He then transforms into his drone form, and flies off.


"Lord Megatron," Dreadwing reported, "Soundwave has returned."

"Excellent." Megatron replied.

They then see Soundwave walk into the bridge.

Right as Soundwave entered he began to plug his tentacles into the computer console.

Numerous images and videos from the day's events in Ponyville began appearing on the screen, as Megatron and the Decepticons looked on.

"Ah, so these Autobots do have a weakness after all. They won't risk any harm to befall the ponies." A familiar female voice said from behind Megatron.

"I would prefer that you not show unannounced.......Chrysalis." Megatron seethed.

"Please, is that any way to treat your friend?" Chrysalis replied, as she walked up to the Decepticon leader.

"Uhhggg. Those, bugs are back." Knockout muttered under his breath to a nearby Vehicon.

"We are not FRIENDS, organic!" Megatron said in disgust, "You are merely my means of leaving this wretched planet."

"Well, no matter. It looks like we can exploit this flaw which Optimus suffers from. His compassion for Celestia and her subjects, will be his downfall." Chrysalis cackled.

"FOOL! Do you not realize I already have this information?! I've known Optimus for eons, of course we'll exploit this!" Megatron angrily answered. "I don't need YOU to explain that to me! Just be prepared to hold up your end of the bargain, and transport us back to Earth."

"Well, I too have a plan of action." Chrysalis replied. "You see, Princess Celestia will be having her annual ball, known as The Grand Galloping Gala. My spies have already shown that the Capital of Canterlot will be protected by a powerful force field created by her most elite unicorn guard. I will infiltrate the Gala, and bring the shield down. Then you and your forces can invade."

"I believe she is correct my lord." Knockout stated. "There's a powerful energy field coming form their capital. Our weapons are currently still weakened from the crash."

"So be it. Bring the force field down, and we will find this spell to return us home. But not before we gather the Energon at the mountain." Megatron ordered.

"Yes, my lord." Dreadwing answered. "Be ready to do your part, insect."

"Of course, Mister Dreadwing." Chrysalis teased.

Dreadwing simply grunted.

"I also have some good news. The engines are fully repaired. We should achieve flight in a matter of hours." Knockout reported.

"Ah, finally, some good news. Perhaps you're not such a failure after all, Knockout." Megatron said to the medic, "Dreadwing, prepare the troops."

Chapter 11

View Online

Today was the day. It was a day Twilight Sparkle had been looking forward to for several months now. Although, most of her friends would not be joining her this time around, she was determined to make it count this time around instead of the disaster that happened the last time she went. Yes, it was indeed, the time for the Grand Galloping Gala. And she would not be alone. Optimus Prime, leader of the Autobots, had agreed to accompany her to the event.

Unlike past years, this time the Gala would be held during the day time. Twilight was told the main reasoning for this was due to several dignitaries from other kingdoms would be in attendance. Princess Celestia had invited them in hopes to spread and promote peace across all of Equestria.

In Ponyville, Optimus Prime pulled up to Twilight's treehouse in vehicle form, he sees Spike standing outside, waiting for him.

"Hello, my young friend." Optimus addressed the dragon.

"Hi, Optimus. Twilight will be ready in just a few moments. Man, I can't believe it's time for the Gala again. Except, I'm not going this time. I'll be here, tending the books." Spike replied. "I didn't exactly have a good time the last I went, but Twilight's been giddy as a filly all day."

"This must be a very important event for her." Optimus said, "I certainly hope, she will enjoy herself."

"Yeah, She's been wanting to share all the lessons in friendship she's learned over this year with Princess Celestia, personally." Spike replied, "I'm sure she'll have a better time around, especially with you there with her."

Optimus would be smiling at Spike if he were in robot form. They then both hear the door to the library open. Twilight Sparkle had exited, and wearing a formal dress from her coronation several months back.

"OPTIMUS!" Twilight cheerfully called to the Autobot, "You're here! I'm so happy you can make it."

"Of course, my young friend. I look forward to this meeting, as I have hopes it will help promote peace and understanding to all races on your world." Optimus said to the Alicorn.

Twilight, hearing his words, renewed her great respect for the Prime.

"Thank you, for being so understanding." Twilight then continued, "So, umm..... How do I look?" She began to grow slightly nervous.

"You look, rather pleasing to the optics, young lady." Optimus complimented, as he opens his door. "Your chariot awaits."

"You, really think so?" Twilight asked, her cheeks burning red.

"Affirmative. I am sure you will perhaps, make the males of your species, as they say, turn their heads. You are a Princess, after all."

Twilight's face was now beet red. For a stern and nearly emotionless robot, Optimus knew how to compliment a girl.

Twilight then climbs inside of Optimus' open door, as he then closes it.

"We shall see you again soon, young Spike." Optimus said, as Twilight waved at him from the rolled down window.

"Stay out of trouble. I'll be back home tonight." Twilight called to the dragon, as Optimus began driving towards Canterlot.


As they got closer to the capital, they can see the giant force field encasing all of Canterlot. No doubt, Shining Armor taught the spell to other unicorn guards. Several unicorn guards recognized Optimus in his vehicle form. They gave clearance to the Autobot, and opened a small hole in the force field bubble to allow him access.

As Optimus drove in the streets of Canterlot, Twilight could see many ponies, from different races, from Pegasi, to Earth Ponies, to Unicorns, and even several Crystal Ponies from the Crystal Empire, lining up to enter the royal palace where the Gala was being held. She even saw some non-ponies, such as Horses from Saddle Arabia, Griffons, from the Griffon Kingdom, and Minotaurs, from the Minotaur Republic. All of them were dressed in formal attire.

"I'm so excited! This is something I've been looking forward to for the past few months. Too bad the girls couldn't make it, but I'm very happy you're here, Optimus." Twilight said to the Autobot, as they pull up to the castle.

Twilight exits him, as Optimus transforms into robot mode.

The duo began to approach the castle. This was it, The Grand Galloping Gala, Twilight was going to make sure this year's was THE BEST ONE EVER!

As Optimus walked behind Twilight, many of the guests began to stare in awe at his presence. They had heard about him, but some had never seen him in person, especially the foreigners like the Griffons, and Minotaurs.

Finally, they reach the gate of the palace, where they could see both Princess Celestia, and Princess Cadance greeting the guests.

As Twilight passed by the check in, she gives her ticket to the guard. Optimus then follows suit.

"Umm....t....ticket, sir?" The guard nervously stammered, clearly intimidated by Optimus' sheer size.

"I have it right here." Optimus says as he kneels on one knee and in his massive palm, lay the golden ticket.

The unicorn guard then levitates it from his hand, and collects it.

"Yes.....p...pp....Please enjoy yourself." The guard, still nervous at Optimus' presence, waved him in.

"Well, that was rather awkward." Twilight said as she saw the entire event happen.

They are then met by Princess Celestia and Cadance.

"Twilight Sparkle, my most faithful student, and Optimus Prime, our most honored guest. I'm so glad you can make it." Princess Celestia greeted the two.

"I'm glad to be here too, Princess Celestia," Twilight bowed, "I have so much to share with you."

"It is an honor to be invited to such an occasion." Optimus answered, as he kneeled on one knee.

"Your brother and I are always happy to see you." Cadance said as she and Twilight embrace.

"SUNSHINE SUNSHINE LADY BUGS AWAKE, CLAP YOUR HOOVES AND DO A LITTLE SHAKE!" They cheered together.

"I see you're wearing the Dress from your coronation. It still looks absolutely beautiful on you." Cadence complimented.

"Thank you, Cadence. Now, let's get to the festivities." Twilight replied.

The four then make their way into the castle.

Little do they know, Soundwave was hovering in vehicle form over the city. He couldn't enter due to the force field erected, but he can still see and hear all that was happening.


The Nemesis was fully repaired, as it soared high in the skies of Equestria, making it's way toward Canterlot.

"Well, Knockout, It appears you finally did something right. Looks like I won't have to scrap you for spare parts." Megatron stated to the Decepticon medic.

"Yes, Lord Megatron." Knockout replied, with a tinge of fear in his voice. "But if I may ask..... Was it wise to let that Chrysalis creature and her minions to disembark on their own to the capital? I don't trust any of those organics."

"Rest assured, Knockout, Soundwave is monitoring all activities. He may not be able to enter the city, but he is still able to observe all events, as they happen. If there is any treachery from Chrysalis, We will know." Megatron answered.

"My forces are ready, Lord Megatron." Dreadwing saluted. "The armada is fully prepped."

"Excellent, Dreadwing. Once their force field has been brought down, the Seeker Armada, will attack. And have the Insecticons ready for backup." Megatron ordered.

"At once, my liege." Dreadwing bowed. He then exits the bridge.

"Lord Megatron." A Vehicon called to him, "We have some new information."

"Yes, what is it?" Megatron asked.

"While Soundwave is monitoring the capital city, Laserbeak is still spying on the small town where the Autobots were staying at. It looks like they're all seperated in different locations. Some aren't even in the town, but in the forest next to it." The Vehicon reported.

"Hmm, then perhaps it is time, to make our presence known to this world." Megatron stated. "Since the Autobots have separated themselves from another, this will give us a tactical advantage."

"Divide and Conquer!" Knockout boastfully said.

"Indeed." Megatron added. "Knockout, contact Soundwave, and have him return to the ship. Tell him to have Laserbeak take over his surveillance of the capital. I have a task for him, Dreadwing, AND you!."

"As you wish, Lord Megatron." Knockout bowed.

"Victory over the Autobots, and our return to Earth, will soon be at hand. Optimus Prime, and these Ponies, have no idea, what lies ahead for them."


As Twilight entered the crowded main palace ballroom, she had apparently lost track of the princesses, and Optimus.
She couldn't understand how that happened, especially with his sheer size. But she then sees Princess Luna, standing in the center of the room.

"Princess Luna!" Twilight called out to her.

"Ah, Young Twilight Sparkle. Good to see you again." Luna replied to the young princess.

"Likewise. I know you're slightly upset about the Gala happening during the day, but I'm glad you're still enjoying yourself."

"Yes, of course I am." Princess Luna responded, "I will, get over it. Besides, the fun is to be had."

Hearing this, Twilight smiled. She was happy to hear that the Princess of the Night was at least still enjoying herself.

Twilight's eyes then catch another familiar figure. Her brother, Shining Armor.

"BBBFF!" she called to him.

"Twily! Great to see you again. Where's the rest of your friends?" he asked.

"Um, they couldn't make it. It just doesn't feel the same without them. But at least Optimus came with me. I lost sight of him however, and I don't know how I did." Twilight said, with a disappointed tone.

"Hey, don't worry about it. You'll run into him again. After all, he's hard to miss." Shining Armor joked, as Twilight smiled at him.

They then hear what sounded like trumpets going off. The lights dim, and the spotlights then point to the red curtained stage at the center of the room.

"You're just in time, Twily. The first show is about to start." Shining Armor said.

"Show? There's a show this year?" Twilight asked.

"Yep. Something to keep the dignitaries from the other kingdoms entertained." Shining Armor answered.

As the spotlights continued to point at the stage, a royal guard stepped up to the podium.

"And now, Fillies, and Gentlecolts, I bring you our first show of the day. Behold the stage magic, of THE GREAT AND POWEFUL TRIXIE!" The guard announced as the curtains rise, and a number of sparklers and small fireworks go off.

The curtains reveal, a silver maned, blue unicorn, with a purple wizard's hat and cape. A unicorn Twilight knew all too well.

"Trixie???" Twilight gasped in confusion. "What's she doing here?"

"You know her Twily?" Shining Armor asked. "Princess Celestia hired her to be our entertainer."

"She also has an ego the size of the moon. She also nearly became a dictator in Ponyville. But I guess I can't blame her for that one. She was under the corruption of the Alicorn Amulet. Trixie seemed to have learned from that incident. However, I still can't help but feel somewhat nervous around her." Twilight explained to her brother.

All of this flew over Shining Armor's head. He didn't know what was going on.

"Prepare, to be dazzled, by the magical show of the Great and Powerful Trixie!" Trixie called as more lights exploded around her.

Her horn lights up, and a bouquet of flowers materializes out of no where and hovers in front of her. The crowd gives an applause, while Twilight simply sighs.

"Well, hopefully she won't brag too much." Twilight said, as she tried to enjoy herself. "Still, where is Optimus?"

Trixie then levitates her hat in the air, turns it upside down, and flowers bloom from it. She then blows on the flowers, and they all turn into bubbles, as they fly into the crowd. There were more cheers and applauses, especially from the Griffons, Minotaurs, and Horses present.

"And now, the Great and Powerful Trixe, will need a volunteer." She said, as multiple hooves, hands, and claws rose.

"How about you? Ah, yes, the Prince of the Crystal Empire!" Trixie stated, pointing at Shining Armor.

"Me?" Shining Armor asked.

"Him?" Twilight also asked.

"Twilight Sparkle? Well, I suppose the Great and Powerful Trixe shouldn't be surprised to see you here. But, as you can see, I'm simply a traveling magician now, and a showmare. I promise, I'm not up to anything." She then took a closer look at her former rival.
"Umm, since when did you have wings?"

"Haven't you heard?" Twilight answered her, "I'm a princess now."

"WHAT??!!" Trixe shouted in astonishment "How, wha...when??"

"It was announced to the entire kingdom, I'm surprised you didn't hear about it." Twilight answered her.

Trixie was a little dumbfounded, and jealous that Twilight Sparkle had one-upped her again. But she decided to let it go. Her last attempt of trying to get even ended extremely badly. Trixie had learned her errors, the hard way. But she still couldn't help but feel her pride being wounded again.

"Now, as for my volunteer, this way, Prince of the Crystal Empire." She directed Shining Armor to the stage.

"Trixe, if anything happens to my brother..." Twilight began to say.

"Your brother? HE'S YOUR BROTHER?!" the showmare shouted.

Trixie then regains her composure after having another revelation drop on her, "Don't worry, he'll be safe, I assure you."

"Well, you better get going.... Prince." Twilight teased her brother.

"Here goes nothing." Shining Armor said, as he approched the stage.

"Please, stand right there.... Perfect!" Trixie instructed as Shining stood in the middle of the stage.

"Now for my next Trick." Trixie then takes off her hat, and sticks her right hoof into it.

From the top of the stage, a giant blue hoof came down, and scooped up Shining Armor.

"WHAT THE??!!!" He shouted as it pulled him upwards.

The hoof, and the prince then disappear.

"WHAT DID YOU DO TO MY BROTHER?!" Twilight angrily shouted.

"Don't worry, Like Trixie said, he's perfectly fine." Trixie answered.

She then pulls her hoof out of the hat, and holding what appears to be a miniature Shining Armor. She then places him on the ground. He looks up at the giant Trixie, confused.

"Now, ALAKAZAM!!!" Trixie shouted, as she shoots a pink beam from her horn at Shining Armor.
As the smoke cleared, Shining Armor was now back to his normal size.

The crowd gave a huge cheer as they clearly enjoyed the show.

"Thank you, thank you all. The Great and Powerful Trixie always enjoys putting on a great show to entertain others."

She then gives Twilight a smug look.

"Enjoy that?.... Princess?....."

Twilight merely rolled her eyes to the remark as Shining Armor walked back to her side.

"Well, that was weird." He said, still scratching his head, trying to figure out what kind of spell that was.

"Now then," The guard at the podium stated, "It is time for another special moment, Please give a warm welcome to Princess Celestia, and a great guest of honor she has personally invited."

All eyes were now at the main doors, as the spotlight shone on it. As it slowly opened, Princess Celestia stepped through, next to her, was none other, than the Autobot leader himself. Optimus Prime.

At first, there was silence, as the guests were awed by Optimus' presence, then they began to clap, and then cheer.

"Thank you all." Princess Celestia said. "This is indeed a great moment for our world."

"I am honored and humbled by your reception." Optimus addressed everyone, " My name, is Optimus Prime, And it is a great pleasure for me to be here. To help promote peace to all. I know that many of you are all different races, but to me, I see you all as equals. Be you Ponies, Griffons, Minotaurs, Horses, or even one such as myself, a Cybertronian, for to me, you are all magnificent in your own special way."

Hearing this, the crowd gave another applause. Twilight's admiration for Optimus never felt stronger.

"But, I thought I was the main attraction?" Trixie complained.

"What was that?" Twilight teased.

"N...Nothing!" Trixie gave a nervous smile.

"I have invited all of you from different kingdoms to help promote peace, equality, and friendship amongst all. Let us all make this, the best Grand Galloping Gala ever!" Princess Celestia addressed the guests.


As Smokescreen and Pinkie Pie walked down the streets of Ponyville, Pinkie was too busy saying "Hi" to literally everyone in town.

"You sure have a lot of friends Pinkie." Smokescreen said to the party pony.

"Of course!" Pinkie squealed, "I know everypony in Ponyville, and everypony is my friend!"

Smokescreen smiled, as they continued to walk.

"We'll have that party ready soon. Say, where's Optimus? I haven't seen him all day. He back in Canterlot?" Smokescreen asked.

"YUP! He's at the Gala with Twilight and Princess Celestia. Some formal ball. It's too boring for my taste." Pinkie answered.

"Optimus? At a Ball? Now I've heard everything. Still, it would be funny to see." Smokescreen laughed.

The two friends shared a fit of laughter and jokes, until Pinkie Pie heard something fly overhead.

"Hey, what's that roaring sound?" Pinkie Pie asked.

"Huh?" Smokescreen was confused as he also heard the same noise. It sounded familiar to him.

He then looks up, and sees what appears to be a number of jets.

"What? No.... Seekers? Here? It can't be..... THEY CAN'T BE HERE!" Smokescreen yelled in terror. "How is this even possible?"

"Smokescreen, what's wrong?" Pinkie asked in concern.

"The Cons, THEY'RE HERE!" Smokescreen yelled, "If Megatron and the Decepticons are in Equestria, then you're in danger. We're ALL in danger!"

Smokescreen immediately transforms into vehicle mode, and opens his door.

"Get in, we gotta find the others. We have to warn them... NOW!"

Chapter 12

View Online

As Smokescreen roared through the streets of Ponyville in V-mode with Pinkie Pie riding shotgun, he nearly had several close calls with crashing into pedestrians.

"Hey, watch out!" Pinkie yelled as Smokescreen continued to race towards the mountain that led to Canterlot.

"Sorry about that, Pinkie." Smokescreen said in an apologetic tone, "But I gotta warn the others. And since I know Optimus is up in Canterlot, That's where I need to be. The Cons can strike at any moment."

"Are they really that bad? I mean, they can't be worse than changelings, or diamond dogs, right? And they're Super Duper mean."

"You have NO idea...." Smokescreen ominously stated. "The Cons are ruthless. Megatron will conquer and destroy anything that he comes across. This is REALLY bad news Pinkie, trust me."

Just then, Smokescreen gets a blip on his sensor.

"Huh? What's that?" Pinkie Pie asked.

"Sensors are picking up a signal. Hey, It's an Autobot signature!" Smokescreen said, now slightly uplifted. "And it's Bumblebee! He's close!"

"He's with Fluttershy. Her house isn't too far from here." Pinkie added.

"Great, since he's closer, I'll warn him first." Smokescreen declared.

Then suddenly, his sensors picks up several more signatures, heading towards Bumblebee's signal.

"SCRAP!" Smokescreen yelled.

"What's wrong?" Pinkie asked.

"I'm picking up three more signals. They're also heading towards Bee's location. And these, are DECEPTICON energy signatures. We have to get there first, or Bumblebee and Fluttershy will be up to their necks in Cons!" Smokescreen explained.

"Oh no, Fluttershy!" Pinkie cried out in a worried tone. "We have to help them."

"Already on it!" Smokescreen answered, "Hang on tight, and fasten your seatbelt. I'm shifting into Turbo Drive!"

With that, Smokescreen changes his direction, and makes a B-Line towards Bumblebee's signal. He then punches it into his highest gear shift, and hits his max speed of 150mph.

"Wait, he's moving. Looks like the Cons are giving chase. I need to get there now. He and Fluttershy must be in trouble." Smokescreen guns it.

"Time for a rescue, Pinkie Pie Style!" Pinkie shouted as her Autobot companion roared towards Bee's location.


Rainbow Dash was waiting slightly impatiently in an area right outside of some woods. She was tapping her hoof on the ground when she then heard a revving engine sound heading towards her location.

"Well, it's about time you showed." Rainbow Dash said, as a familiar blue motorcycle finally came to a stop in front of her and transformed.

"Sorry I'm late, Dash." Arcee replied. "Bulkhead caused another scene in the market place when he accidently stepped on a cart belonging someone named Carrot Top. We had to sort some stuff out."

"Sheesh. If it's not Smokescreen causing a ruckess, it's Bulkhead being too big for his own good." Rainbow Dash added. "But hey, what can you do, right?"

Both Arcee and Rainbow Dash got a nice laugh out of the statement. The Autobot couldn't agree more.

"So, why'd you ask me here?" Arcee asked.

"Well, the Running of the Leaves is coming up soon. And I wanna get in some practice before it actually happens." Dash explained.

"What's this, Running of the Leaves?" Arcee asked again.

"It's something that we do every Fall, to make the leaves here in the White Tail Woods fall of their trees." Rainbow Dash explained.

"Make them fall off? Don't leaves fall off of trees by themselves?" Arcee stated in confusion.

"Of course not, we have to make them fall off. What kind of a silly question is that?" Rainbow Dash responded.

"Well, on Earth, during the season change, leaves fall of on their own. The Humans don't have to do anything." Arcee told the Pegasus.

"Huh, Earth sounds like a weird planet. Almost like the entire world is like the Everfree Forest." Dash stated.

Arcee wasn't sure what she meant, but paid it no mind.

"Anyways, I asked you here to help me practice. It's pretty much another race. Don't worry, I won't be flying this time. It's an Earth Pony tradition, so I'll be running the entire time. No Sonic Rainbooms. You up for it?"

"Sure, after that incident with those Predacon like reptiles attacking Ponyville, What were they called again, Dragons? I'm up for a nice drive." Arcee answered.

"Awesome!" Rainbow Dash beamed, "Ok, so we start here on this end of the woods, then we just have to follow the path through it, and reach the other side. First one there, is the winner."

"Alright then, let me stretch my joints, and I'll be ready." Arcee responded as she stretches out her metal limbs. "Ah, yeah, that's the stuff."

She then transforms into her vehicle mode, as Dash stood ready next to her.

"You ready, Cee?"

"Anytime, Dash."

"Then let's do it, GO!"

With that both Arcee and Rainbow Dash bolt off.

The two were pretty much neck and neck with each other, as they both sped through the path of the White Tail Woods, neither gaining an advantage.

"I'm Impressed." Arcee stated. "Even on foot, you're able to keep up with my V-Mode."

"You haven't seen anything yet." Rainbow Dash interjected, "things will only get harder down the road."

As they both continued down the path for several more miles, they reach the heart of the woods.

Suddenly, Arcee hears what sounds like beeping coming from nearby. She suddenly comes to a stop, and transforms back into robot mode. Dash seeing this, also comes to a stop, and gallops up to her.

"Hey, Cee, why'd you stop?" She asked.

"SHHH! Do you hear that?" Arcee asked.

"Hear what?" Rainbow Dash asked back, puzzled.

Then, *beep beep beep*.

"There it is again." Arcee explained.

"Yeah, I heard it too, this time." Dash answered.

*beep beep beep* The sound continued to go on. Then they began to hear more of it, from multiple directions.

*beep beep beep* *beep beep beep* *beep beep beep* *beep beep beep*

"It's coming from all around us." Rainbow Dash said.

"I don't like this." Arcee said back, "it also seems, oddly familiar."

As Arcee and Rainbow Dash inched closer to one of the beeping sources, they see something attached to a tree. Something metal, that appears to have a timer on it.

"SCRAP! Dash, get back!" Arcee yelled as she scooped Rainbow Dash into her hands and ran.

Then suddenly, the object explodes.

Arcee continued to run, while holding her pegasus friend, as more explosions go off. Arcee did her best at running, and dodging all the debris the explosions were kicking up at her. Finally she reached a clearing where there weren't any more bombs attached to the trees.

Arcee then puts Rainbow Dash down, and they both look back at the destruction. Most of the trees were on fire, and others were completely blown away.

"What happened? What's with all the explosions?" Rainbow Dash asked, shaken from the encounter.

"Remote mines." Arcee explained, "Explosive devices used as weapons. But the question is, where did they come from?"

"I'm glad you asked, Autobot. for it was I, who planted them!" A gruff sounding, male voice said from behind the duo.

Arcee recognized the voice, as she could feel the Energon in her veins run cold. Slowly, she and Rainbow Dash turned around to see, yet another robot, one unfamiliar to Rainbow Dash, but Arcee knew all too well, standing, hunched down on top of a large boulder.

"You have escaped my ambush. Then again, I wouldn't expect anything less, from one of Optimus Prime's warriors." The new figure said.

"No, It can't be!" Arcee was in shock. "How is it, that you're here, on this world?"

Arcee was bewildered.

"You, know this guy?" Rainbow Dash asked.

"Dash, that's Dreadwing. He's a Decepticon, and one of the deadliest. He's Megatron's second in command!" Arcee explained.

"That's a Decepticon? Pfft. He doesn't look like much." Rainbow Dash scoffed.

"Prepare yourself, Arcee." Dreadwing stated, as he pulls out his cannon. "My orders, are to take you down."

"Orders? You mean, Megatron's here?!" Arcee asked in shock.

"Indeed, and I will bring my master, your head!"

Dreadwing began to fire energy blasts from his cannon, as Arcee and Rainbow Dash began to run for cover.

"Whoa!" Rainbow Dash shouted, "What's his problem?!"

"Don't talk, just RUN!" Arcee yelled, as she transforms her arms into her blasters, and began to shoot back at Dreadwing.

Dreadwing jumps off of the boulder to avoid being hit by Arcee's blasts, then runs towards the Autobot, returning fire.

"Dash, take cover, I'll handle this!" Arcee instructed.

"What? No way!" Rainbow Dash shot back, "I'm not leaving you alone with this creep."

Arcee and Dreadwing began running towards each other, guns blazing, while Rainbow Dash flew overhead above the trees.

While their shots missed each other by mere inches, as soon as the two Cybertronians were close to arm's length, Dreadwing put away his cannon, and drew his sword. Arcee turned her blasters back into her hands, and activated her wrist blades. The two combatants then lunged at each other.

Dreadwing swings his sword at Arcee's neck, only for the Autobot to counter, and parry the attack with her right wrist blade. She then tries to kick him in his head, only for Dreadwing to also counter, by grabbing her leg, and throwing her off. Arcee then flips backwards, and lands on her feet. She then rushes him again, swinging her fists, landing two blows on his chest, while the rest were knocked away by his sword. Dreadwing then thrusts his blade forward toward Arcee's chest, only for her to jump up, and deliver a spinning kick to his head. This knocks him down.

"Had enough?" She taunted.

"On the contrary, I've only just begun to warm up." Dreadwing answered. He then pulls out a remote, and presses the button.

Arcee's eyes widen when she hears another beeping noise. She then realized, during the melee, Dreadwing had planted one of his mines on her back.

"SCRAP!" She yelled, as she plucked the mine off of her, and threw it.

However, the explosion was too close, and Arcee was thrown backward by the concussion wave, and slams her head into a large boulder. It knocks her unconscious.

Dreadwing, giving a slight grin, began to savor his victory. He then approaches the downed Autobot.

"And now, it ends." Dreadwing was about to bring his sword down on Arcee's head, when a blue blurr slams into his chest. The force was enough to make him stumble backward about three steps.

"Hey, ugly, back off!" Rainbow Dash said, as she landed next to Arcee.

"This does not concern you, organic. Leave now, and I will spare your life." Dreadwing stated.

"Fat chance! I'm not gonna let you hurt my friend." Rainbow Dash defiantly yelled.

I warn you, interloper, if you interfere with my mission again, I will be forced to terminate you. Be smart about this, and walk away. This is your one and only warning." Dreadwing seethed.

"No...." Rainbow Dash simply replied.

"Then you have sealed your fate. Anyone aiding the Autobots, are my enemies." with that, Dreadwing lunges forward towards the pony, as she takes flight again, and began to circle him at high speeds.

Dreadwing swung his sword at the pony, but she was too fast for him to hit.

She then delivers a flying kick to the Decepticon's head, which was enough force to actually knock him down.


Dreadwing then gets back on his feet, as he groans, while rubbing his head.

"Impressive, little one. It appears I have underestimated you." Dreadwing commented. "But you cannot prevent the inevitable."

With that, Dreadwing throws a mine at her, then pulls out his remote.

"Uh oh." Rainbow Dash muttered, as the Decepticon presses the button.

Another massive explosion goes off, sending the Pegasus flying out of control, as she slams into a rock.

"Oww." Rainbow Dash groaned, as she rubbed her aching face.

"I see you wish to protect Arcee." Dreadwing began to say, " I will admit, Your comradeship to the Autobot is rather, admirable. A shame that we are on opposing sides. Loyalty such as yours, is hard to come by, especially within the Decepticon ranks."

"What do you know, about Loyalty, you big jerk?" Rainbow Dash snapped.

"Enough to know, that I will give my life, for Lord Megatron, and his glorious cause!" Dreadwing answered. "There is no order which he issues, that I will not obey without question."

"Then you're just some mindless idiot who's letting somepony else run your life. I choose to help Arcee, because she's my friend. And I NEVER turn my back on a friend." Dash shot back.

"Very well." Dreadwing said, as he arms his cannon again.

Right when he's about to open fire, several more blasts interrupts him, as he jumps to dodge. Arcee had regained consciousness, and rejoined the battle.

"Arcee! You OK?" Rainbow Dash asked in concern.

"I have the mother of all headaches, but I'll live." She answered, as both Autobot and Pony took fighting stances.

"A resilient effort, but ultimately futile." Dreadwing stated, as he points his cannon at them again.

"Dash, tactical retreat, NOW!" Arcee ordered.

"What? Come on Cee, we can take him!" Rainbow Dash objected.

"Not in the state I'm in. My blasters are depleted. I didn't get to charge up on the last batch of Energon Wheeljack brought over earlier today." Arcee explained.

"Fine." Rainbow Dash reluctantly agreed.

Arcee then transforms, and roars off, as Rainbow Dash flies after her.

"Ha, try to keep up, Dipwing!" The pony taunted. "No way you can catch us!"

"You clearly have no idea what I'm capable of." With that Dreadwing transforms into his vehicle mode, a jet, and gives chase.

This revelation catches Rainbow Dash off guard.

"HE CAN FLY??!!" Dash yelled, "You never told me he can fly!"

"There's a reason why he has the word, Wing, as a part of his name. What part of that didn't you get?" Arcee shouted back as they both attempt to out run their pursuer.

"You will not escape!" Dreadwing said, as he began to fire the guns in his vehicular mode at the duo.

"Evasive manuvers!" Arcee screamed out, as she begins to weave back and forth to avoid the blasts.

Rainbow Dash herself began to dip up and down to avoid the shots.

"You are both, trying my patience!" The Decepticon stated as he then gets a missile lock on Arcee from HUD display, and fires at the Autobot.

From her sideview mirror, Arcee can see a missile headed right for her.

"Scrap. Dash, clear out."

"I'm not gonna leave you, We're in this together." Dash snapped.

"This doesn't have to be your fight. Dreadwing is only after me." Arcee explained.

"You're my friend, Arcee. And real friends, don't abandon each other." Rainbow Dash shot back, as she made an attempt to intercept the missile.

"Dash? WHAT ARE YOU DOING?"

As Rainbow Dash flies towards the missile, she begins to pick up speed, this scrambles the tracking system in the projectile, as it then veers off course, and impacts somewhere in the woods as it explodes.

Dreadwing seeing this, was impressed by the Pegasus' talents.

Arcee then drives up to Rainbow Dash, and transforms back into robot mode.

"Dash, thanks."

"No problem." The pony smiled at her friend.

"One more thing, I want you to remember something for me." Arcee began to say.

"Sure, anything." Rainbow Dash replied.

"I want you to remember a name. Jack Darby." Arcee told the pony.

Rainbow Dash was confused.

"Jack Darby? Who's that?" The puzzled pegasus asked.

"That's the name of my current partner, and one of my closest friends who I regard like a younger brother." Arcee explained. "If I don't make it out of this, and if you ever have the chance to meet him, tell him this for me, that he, you, and Cliff were the best partners, and best friends I ever had."

"Sure, I'll remember that name, but you don't need me to do that, cause you're gonna live through this, and tell him yourself! I'm not giving up on you." Rainbow Dash confidently stated.

"Rainbow Dash, I will remember your name, Pony." Dreadwing said as he transforms back into robot mode and lands in front of them. "Clearly, you know about honor. For that I can respect you. However, you are still my opponent."

"Dash, for the last time, GO! I'll hold him off." Arcee yelled, as this time she ran towards the Decepticon before Rainbow Dash could object.

"I may be running low on Energon, But I can still take you down." She shouted as she jumped and did a flying kick at Dreadwing.

This time, however, the Decepticon knew what she was up do, and grabbed her leg as she was about to strike, then slams her hard into the ground.

"Arcee, NO!" Rainbow Dash yelled in horror as she sees her friend get pummeled. Arcee was once again, knocked out.

"You're gonna pay for that!" She shouted in anger.

"Show me your skills, Rainbow Dash!" Dreadwing demanded.

He then transforms into his jet mode, and gave chase again.

"Fine, catch me if you can, Dipwing!"

With that, Rainbow Dash takes to the skies, with Dreadwing right behind her.

As they soar through the clouds, Dreadwing began to fire his guns again. Rainbow Dash barrel rolled, and somersaulted out of the way to avoid being hit. She then does a sharp turn in an attempt to lose him, but Dreadwing was also a skilled flyer, as he was able to stay on her tail.

"This guy's really starting to make me mad." Rainbow Dash muttered.

"Fine, you wanna do this the hard way, then we'll do it the hard way!" She shouted at the jet.

Rainbow Dash began to pick up speed again, as Dreadwing also began to do the same.

A dome of air began to form around Dash as she continued to pick up speed, as the Con pursued.

Then suddenly, Rainbow Dash shoots forward with incredible force and unleashes another Sonic Rainboom, right in Dreadwing's path.

"BY THE PIT!" Dreadwing shouted.

"HA, taste the Rainbow!" Dash said with triumph.

However it was short lived. To her shock, she saw Dreadwing barrel out of the way of the wave, and then to her greater surprise, he too then performed his own sonic boom, though not as colorful, or explosive, but a regular sonic boom, and caught up to her.

"But, that's impossible. How can ANYPONY, err, Anyone, keep up with me like that?"

"Young foolish child," Dreadwing stated, "My Vehicular Mode is that of a F-35 Lightning II, a human built jet fighter, designed for air to air combat. In this form, I can reach super sonic speeds up to Mach 2 in less than forty five seconds. This form was meant to easily break the sound barrier."

With that, the nose of Dreadwing's jet form, rams into Rainbow Dash, knocking her out of control.


"YYYYAAAAAAAAHHHHH!!!!" She shouted as she crashes into a lake.

"A shame it ended this way. Your skills were indeed extraordinary. Had you been born from the Well of the Allspark as a Cybertonian, you would have made a fine Seeker in my Armada." With that statement, Dreadwing flies back to Arcee's location.

Rainbow Dash's head then pops out of the water as she gasps for air. She then takes off back into the air and tries to find Arcee. What she sees next, made her blood run cold.

Dreadwing had picked up Arcee, who was still out cold.

"Dreadwing to base, I require a ground bridge. And prepare the brig, I bring forth a prisoner."

With that statement, a green portal appeared before Dreadwing, as he began to walk towards it.

"No. Arcee, NO!" Rainbow Dash yelled as she flapped her wings furiously towards the Decepticon, but she felt a sharp pain in both her wings, and careened out of control. She hits the ground hard, just to see Dreadwing enter the green portal with Arcee in tow, and it disappears.

"Arcee.....ARCEE!!!!!" Dash was in tears.

She had failed. She couldn't help her friend when she needed her the most. Rainbow Dash then began galloping towards Ponyville.

"I gotta find the other bots."


Unaware of the trouble mounting, Bumblebee was over by Fluttershy's house with the yellow pegasus, They had been taking pictures for keepsakes of the trip.

Bumblebee was making sure the both of them were in every one of them. Bumblebee was pretty sure if he described the pony to Raf, he probably wouldn't believe him. Thinking about Raf made Bumblebee miss his human friend, but what made him sad the most was that Raf never got the chance to meet Fluttershy as well. In the past three days the two of them had a lot of fun together.

"Oh, it was very nice of Featherweight to lend us his camera for these lovely photos." Fluttershy said to the bot.

Bumblebee gave a response with his electronic beeps.

"Yes, this is indeed a fun day to be had. I just wished we had more time together." Fluttershy stated sadly.

She knew, that either tomorrow, or in the next few days, the Autobots would have to return to their world.

Bumblebee looked at Fluttershy sadly. He wanted to stay, but he knew he had responsibilities on Earth. He was needed back home, and he knew Raf must be worried sick about him. He decided to make these last few precious days in Equestria count.

Fluttershy was overcome with emotion, as tears streamed down her eyes. Bumblebee seeing this, then opened up his arms. Fluttershy dried her eyes, and climbed into his arms, as they embrace.

"Well, well.... Isn't this the Kodak moment." A nasty, and sarcastic sounding voice said from behind them.

Bumblebee recognized the voice, and to his horror as the turned around, standing behind him, was a red robot

Standing behind the newcomer, were two identical figures

"You're just the Autobot I was hoping to run into, Bumblebee." Knockout said in a mock friendly tone, "I still haven't paid you back for the train you hit me with in New York."

Fluttershy immediately jumped behind Bumblebee in fear, this time it was for good reason.

"Who are they?" She asked.

Bumblebee responded with his usual electronic sounds.

"You mean, those are.... DECEPTICONS? The bad robots you're at war with?"

Bumblebee nodded, and gave another high pitched response.

"I always knew you had a soft spot for that one human boy you hang around, but a little pony? Really now." Knockout smirked, as he and the two Vehicons, with their blasters drawn, began inching closer.

Bumblebee activates his arm blasters and was about ready to fire when Fluttershy stops him.

"Bumblebee, Don't! My animals may get hurt." Fluttershy objected. "Please, do you really have to fight?"

Hearing this, Bumblebee deactivates his blasters, and glares at the Decepticons.


"And now you're taking orders from it? My, how the mighty have fallen." Knockout mocked. "Turn him into scrap!"

The two Vehicons began shooting at Bee, as he scoops up Fluttershy and transforms.

With Fluttershy now, slightly out of harms way sitting in his passanger seat, Bumblebee drives off at full speed.

"After him! Lord Megatron will have our heads if he escapes!" Knockout ordered, as he and the Vehicons transform into their car modes, and gave chase.

As Bumblebee speeds off, Knockout and the Vehicons then activate their side guns and began shooting at the Autobot.

Fluttershy squealed in terror, as Bumblebee dodged left and right to avoid being hit.

Bumblebee gave his bleeps and blips to Fluttershy, who understood that she needed to keep her head down and out of sight. As the chase went on, Fluttershy couldn't help but peek out of Bee's rear window. She then notices where they are. They were racing up a mountain. The same mountain where perhaps a year or two ago, a dragon had taken up residence and was breathing smoke into Ponyville. She remembered clearly the day she had to convince him to find another spot to hibernate in.

As Bumblebee sees that they were no longer near any populated areas, he decided, this is where he'll make his stand.
He opens the door, and instructs Fluttershy to exit him. He then tells her to hide somewhere, which she willingly does so, behind a large rock.

As Fluttershy ducks behind the boulder, she then sees a red car, followed by two purple ones, roll up, and then transform into their robot forms.

"Well, sporting of you." Knockout said as he pulls out a staff. On the tip of the staff, was an electrified Energon prod.

The two Vehicons once again, draw their blaster hands.

Bumblebee began to shoot at them, as the three Decepticons scatter to avoid the shots. The two Vehicons take cover behind a large rock, similar to what Fluttershy was doing, and returned fire. Bumblebee fired a few more shots, then retreated into a cave to take cover, the same cave where the dragon once slept. As soon as the Vehicons reloaded their blasters, Bumblebee sprung from the cave, and began firing again. That was until, he was ambushed from behind. Knockout had thrust the tip of the Energon prod into Bumblebee's back, sending nasty jolts throughout his body.

"SHOCKING, isn't it?" Knockout gave a dry remark.

He continues to thrust the prod into Bumblebee's back, as Fluttershy watched in horror.

At this point, something inside of her stirred. She gritted her teeth, spread her wings, and her very aura screamed of fury.

She then flew up to Knockout, who was still enjoying his torture of the Autobot.

"How dare you...." She muttered.

"Hmm, what's this?" Knockout seemed puzzled.

"HOW DARE YOU!!!!" Fluttershy angrily yelled.

This had the Decepticon medic's full attention.

"Just because you're big, and metal doesn't mean that you can be a bully. You do not, I repeat, you do NOT hurt my friends!" Fluttershy demanded, surprising both the Con, and Bumblebee, who's usually familiar with her more timid side.

Bumblebee spoke to her in his blips.

"I'll be fine, Bumblebee." She responded, in a surprisingly confident tone, "I won't let him hurt you."

"Come again?" Knockout asked in confusion.

"You do not, I repeat, you do NOT HURT MY FRIENDS! Now put that weapon away, and LEAVE US ALONE! Ya got that?"

"Uuuhhhgggg" Knockout muttered as Fluttershy stared into his optics.

For some strange reason, this pony was giving off some sort of creepy vibe.

"Knockout, sir? What's going on?" One of the Vehicons asked in confusion.

"I'm not exactly sure, but there's something about this pony, I don't like. And what I don't like, I CUT OPEN!" Knockout responded, finally regaining his composure.

Seeing this, Fluttershy's fearful side returned. Her Stare had failed.

Knockout transforms his right hand into a circular buzzsaw, as it begins to spin up.

"Now then, Prepare for surgery!"

Suddenly Bumblebee gets back on his feet, and punches Knockout in the face, sending him tumbling to the ground.

The other two Vehicons prepare to counter attack, only for Bumblebee to run up to one of them, and shoot it point blank in the face. The blast blows it's head clean off. The second Vehicon began to shoot madly at Bee, who uses the corpse of the dead Decepticon as a shield, he then returns fire, hitting the Vehicon several times in the chest, as it too falls to the ground, dead.

He then turns his attention to Fluttershy, and speaks to her in his unique language.

"I'm fine Bumblebee, thank you." Fluttershy answered.

Bumblebee gives another round of beeps.

"You're right, we need to leave this place....Oh no, look out!" Fluttershy shouted.

Too late, Knockout had pulled out a pistol, and fired at Bee, hitting him in the back.

"BUMBLEBEE!" Fluttershy shouted as she flew up to him.

Bumblebee immediately clasped Fluttershy in his hands, to protect her from Knockout, who fired on the Autobot again.

Bumblebee is shot in the chest twice, and stumbles backwards, to the edge of the cliff. Seeing this Knockout charges at him, and before Bee could react, the Con kicks him square in the chest, and knocks him off the ledge.

He sees Bumblebee fall off the mountain, then eventually, crash into the rocks below.

"Have a nice tumble, BUMBLE!" Knockout gloated. "You scratch my paint, I scratch YOU!"

Knockout cackled madly, "And that's One less Autobot to worry about!"

With that, Knockout transforms into his car mode, and races off.


At the bottom of the cliff, Fluttershy slowly crawls out of Bumblebee's clasped hands. Miraculously, she emerged unscathed.
As she eventually freed herself, she turned around and saw a horrific sight. Bumblebee was lying on the ground, his body twisted, and battered from the fall. His optics were no longer lit, and he seemed lifeless.

"NO! BUMBLEBEE!" Fluttershy cried, as she nuzzled the side of his face.

"Bumblebee, please, WAKE UP!" She pleaded, but there was no response.

"Please, don't leave me....."

Fluttershy began to openly weep as she sat next to the fallen Autobot.

Just then, She heard the sound of an engine in the distance, and tires screeching. The sound was getting closer.

"Oh no, that horrible Decepticon is coming back." Fluttershy squealed, as she tried to look for a place to hide.

At the same time, she was reluctant to leave her friend.

But as the vehicle got closer, she realized, it was someone she knew, especially with the double 38's on the doors.

"SMOKESCREEN!" She called out.

Smokescreen came to a halt, then opened his door, as Pinkie Pie hopped out. Then he transforms into robot mode.

The two then see the horrible situation.

"Bumblebee!" Smokescreen called out, as he rushes to his side. "No, we're too late."

"Fluttershy!" Pinkie bounced up to her friend and hugged her tightly. "You're ok! I'm so glad you're safe!"

"I'm fine Pinkie, but Bumblebee...." She sadly stated

Pinkie Pie was also equally saddened to see the Autobot battered up.

"Come on Bee, don't do this, say something, please!" Smokescreen pleaded with the scout. "Come on, this isn't funny you gotta wake up!"

As if on cue, Bee's optics finally light up, as he turns his head to look at Smokescreen.

"He's alive, HE'S OK!" Pinkie shouted happily.

"Oh thank goodness. I thought we lost you." Fluttershy, still in tears, replied.

"Thank the Allspark, you're still with us." Smokescreen said as he takes Bumblebee's right hand with his. "But he's far from Ok, Pinkie. Bee's hurt, and BAD!"

"We need to get him some help!" Fluttershy said, "Let's get him back to Ponyville, back to civilization. I'm sure there's somepony that can help us."

"Yeah, you're right, Shy." Smokescreen answered her, "After that, we gotta tell Optimus. The Cons are here. We need to stop them."

Bumblebee weakly beeped, while the others looked at him worriedly.

"Just hang in there Bee. We're gonna move you. We'll get you some help. Just hold on a bit longer."

Chapter 13

View Online

Aboard the bridge of the Nemesis, Megatron stood silently, watching his plan of taking down the Autobots one by one unfold on the monitors.
As he continued to view his scheme, he hears the door open from behind him. The lord of the Decepticons turns around to see his second in command approaching him.
Dreadwing then kneels before his master.

"Lord Megatron," He began, "I have successfully captured the Autobot, Arcee. She is being placed in a holding cell as we speak."

"Excellent work, Dreadwing." Megatron complimented his loyal servant, "That's one less Autobot to worry about. When the moment presents itself, then we shall have her executed."

Megatron then notices the dents and scratches in Dreadwing's armor.

"I take it, that Arcee put up a struggle? She can particularly, be a handful." Megatron asked.

"It wasn't just Arcee, my liege, but a rather, formidable pony called Rainbow Dash that gave me some... difficulty." The seeker commander answered. "It would be unwise, to under estimate these natives."

"Really now, Dreadwing?" Megatron said in an annoyed tone, "You allowed a weakling organic to match you? Pathetic. No matter... Arcee has been taken prisoner, and your mission has been accomplished. And Dreadwing, I don't EVER want to hear about one of my top lieutenants, having difficulty fighting an organic germ again. You will terminate them without hesitation if you have another altercation with them. Understood?"

"Yes, my lord." Dreadwing replied.

Then, both Megatron, and Dreadwing hear a ground bridge portal open from behind them. As they look at the portal, they see Knockout, with a grin on his face, walk through.

"I take it, judging by your, smug appearance, you have good news?" Megatron asked.

"Indeed, Lord Megatron," Knockout answered, "I can officially say, that Bumblebee is no more! He's nothing but a crater at the bottom of a mountain."

"And where, pray tell, would your evidence be?" Megatron scoffed, not believing that the medic could accomplish such a feat.

"Well, you see, he fell of a cliff, and..." Knockout began to stammer.

"NO EXCUSES, KNOCKOUT!" Megatron yelled. "If you truly terminated an Autobot, as so you claim, you are to fetch the remains. I want the corpse brought back here as solid PROOF! Do I make myself clear, Doctor??!!"

"Crystal, Lord Megatron." Knockout answered, nearly rattling his armor from shaking in fear.

"Enough of your cowering, and return to the laboratory. I will need your scientific expertise later on, when we've obtained the spell to return us to Earth, given that Queen Chrysalis holds up her end of the bargain." Megatron ordered.

"As you wish, my liege." Knockout bowed, and exits the bridge with Dreadwing following him out.

He then views his monitors again.

Megatron gives a slight evil laugh, as he watches his troops about to ambush the Wreckers, who were separated from each other in different locations.


Sweet Apple Acres...

Applejack rested under one of the trees in her orchard, taking a break after a long day of apple bucking. She then hears heavy footsteps approaching her, and coming into view, was a familiar large green Autobot. Bulkhead then sits down in front of her, with an embarrassed look on his face.

"Sheesh, I can't believe I did it again." He said to the cowmare, "It's probably best you don't take me to the market again. That pony, Carrot Top I think her name was, looked like she was about to rip my transistors out after I accidently stepped on her cart."

"Now don't you worry about it, big guy." Applejack answered him, "Ya didn't mean to cause such a ruckus. Thanks to the gems Spike found earlier this week, we were able to pay her back."

Bulkhead gave a slightly awkward smile to her, as Applejack was still very forgiving towards her other worldly companion. She knew he had no malicious intent.

"I'll make it up to you all, I promise." Bulkhead stated as Applejack simply laughed.

"You're a pretty hard worker, just like Big Macintosh. The farm's been doin' better than ever since you showed up. Our workload's been cut in half. I can't thank ya enough, Bulk. You've truly been a great help."

The Autobot sheepishly scratched the back of his head.

"Heh, thanks AJ. I'm just glad I was able to be productive, despite all the trouble I caused." he replied.

"Think nothin' of it. Why to me, you're officially an honorary member of the Apple Family."

This statement caught Bulkhead by surprise.

"Well, Gee, I'm honored!" Bulkhead said, "First, I was a construction worker, then a Wrecker, later a member of Team Prime, and now, an Apple Farmer. Guess my resume's getting longer."

"And I'm always happy to have ya. All of us are." Applejack answered.

"You and your friends seem to have lots of adventures," Bulkhead explained, "there's never a dull moment here. I sure wish Miko could see this. I'm sure she'd enjoy this world."

"And who's Miko?" Applejack asked.

"She's a human, one of the native lifeforms of Earth. She's a bit of a thrill seeker, and feisty. Miko kinda has a bad habit charging headon into action, though it can get her into trouble alot. Still, she's one of the best friends I ever had, next to Jackie, and you of course. I'm kinda sad the two of you will probably never get to meet. Still, she'd probably never believe me when I tell her about you ponies."

"Heh, sounds like Apple Bloom and the rest of the CMC when they're together in one of their crusadin' quests . She seems very rambunctious." Applejack replied. "So, what do these, Hoo-mans, look like?"

"Humans," Bulkhead corrected her, "And why tell, when I can show you."

And with that statement, the Autobot opened his chest compartment, and pulled out a small photo. He then shows it to the pony.
It was a picture of Bulkhead, with a girl sitting on his shoulder.

"Well Tarnation!" Applejack said, "Yer friend Miko, looks like what Twi kept describin' about them's folks from that magic mirror world that she went to. Twilight also got turned into one of them while she was there!"

"Uhh, what?" Bulkhead asked in confusion, scratching his head.

"Long story, Sugarcube." She replied to the bot. "And Spike, from what I hear, got turned into a pooch. Poor kid."

The two shared a laugh, as Applejack then gets back on her feet.

"Well, that's enough for my break." She stated, "Gotta get back to the harvest. Big Macintosh and Apple Bloom are waitin' for me."

"Sure thing AJ, I'll catch up with you, as soon as I fix that leaky roof on your barn. Granny's been bugging me about it for the past few hours." The Bot stated, as he began to walk towards the barn.

Applejack simply smiled at Bulkhead as she watched him walk off, but also felt a slight sadness. She knew he would have to return to Earth soon.

"I sure am gonna miss the big lug." She thought to herself.

She then makes her way deeper into the orchard as she sees Big Macintosh bucking a tree, knocking the apples out of it, as Apple Bloom tried her attempt, kicking another tree, but to no avail.

"Dang-nammit" Apple bloom yelled, "I'm never gonna be good at this."

"Don't you worry, sugarcube." Applejack reassured her, "It'll take some practice, but you'll get the hang of it."

"Eeyup!" Big Macintosh agreed.

"I guess." The filly replied, still unconvinced.

"I know, why don't ya help your brother out by gettin' the baskets ready?" Applejack instructed.

"Sure, I can do that!" Apple Bloom happily stated, as she began to run towards the storage shed.

"That filly, always tryin' too hard. But I'm glad she's willing to work hard." Applejack mentioned to her brother.

"Eeyup." Big Macintosh again agreed.

The two siblings nod to each other, then resume their work.

But then, Applejack and her brother hear what appears to be a loud buzzing sound.

"What in tarnation is that?" Applejack asked, puzzled by the noise.

Big Macintosh simply shrugged.

"Hmm, sounds like, bugs. They better not be goin' after the harvest." the cowmare said.

The buzzing however, grew louder. Then the source of the noise revealed itself, as it flew over the orchard.
What appeared to be a giant beetle soared over the farm, and seemed to zero in on the two ponies.

"WHAT IN CELESTIA'S NAME??!!" Applejack shouted in shock, as her eyes nearly bulged out of their sockets.

Big Macintosh jaw hung open, dropping the piece of straw he was chewing on.

The giant bug then lands in front of the two ponies, and gives a loud shriek.

"I've never seen a bug that big in my entire life!" Applejack shouted, as she and Big Macintosh took defensive stances.

The giant beetle then gives another loud bellow, and runs towards them.

"Oh no you don't! I don't care how big you are. No pests are gettin' our crop." She bravely stated as Applejack stood her ground.

As the bug got closer, Big Macintosh then jumps up, and with his mighty hind legs, bucks it in the head, knocking it a few steps back.

"Good work, Big Mac." Applejack complimented, "You got that bug spray around?"

"Eeyup!" Big Macintosh answered, as he whips out a spray can.

The bug then advances again, shrieking louder than ever.

"Let em' have it!" Applejack ordered, as Big Macintosh unloads the spray can right into it's face.

The insect simply looks at the ponies, with puzzlement, cocks it's head, then shrieks again.

"Horseapples! It didn't work!" the orange mare said in frustration, as she began to grow afraid.

Big Macintosh also began to back up, realizing, they may be in over their heads.

Suddenly more buzzing sounds could be heard, and to the Apple Siblings' horror, two more giant beetles flew over head to join the one already present. They land next to the original bug, one on each side. They too also give a loud bellow and roar. Then they do something unexpected.

To Applejack's and Big Macintosh's surprise, their forms began to change. Moving their shells like giant puzzle pieces, they start to shift and change. Soon they had taken the form of giant monstrous biped creatures with sharp teeth, mandibles, and claws.

"Uh, Big Macintosh.... I'm startin' to think, these ain't yer normal garden variety pests." Applejack nervously stammered.

"Nope!" Big Mac answered, equally horrified by this revelation.

The three monsters then give a loud bellow and shriek, and began to rush towards the ponies.

"YIKES!" Applejack yelled.

"NOPE NOPE NOPE NOPE NOPE!!!!!" Big Macintosh shouted as they both began to retreat.

As they gallop in their escape, they see their younger sister coming towards them with a basket in her mouth.

Apple Bloom, seeing her brother and sister running towards her, puts the basket down, and looks on in confusion.

"Applejack? Big Macintosh? What's goin' on?" She asked innocently.

"Apple Bloom, RUN! Ya gotta get outta here, NOW!" Applejack shouted to her.

"Eeyup!" Big Macintosh replied.

"Huh?" Apple Bloom was confused, until she saw the three giant monsters appear out of the thick brush of the trees of the orchard.

"AAAAAHHHH!!!" The little filly screamed.

Big Macintosh immediately scooped Bloom up and placed her on his back, as the ponies galloped as fast as they could, while the beasts in hot pursuit.

One of the bugs then transforms back into beast mode, and flew overhead. It then lands in front of the ponies and cuts them off. It then transforms back into the biped monster and bares it's claws menacingly at the trio.

Before they knew it, the Apples were surrounded by the three monsters.

"What are we gonna do?" Apple Bloom asked in desperation.

"I don't know, but We'll find a way out of this." Applejack answered, doing her best to reassure her sister and keep calm about the situation.

As one bug monster began to advance, with it's claws hovering over the ponies, it was getting ready to strike. That's when a honking sound could be heard.

A familiar large green SUV then barreled towards them, and before the creature could react, Bulkhead rams into it hard, sending it crashing into a tree. It had hit it so hard, the tree had uprooted.

"BULKHEAD! Ya saved us!" Applejack happily shouted to her friend. "I knew I could count on ya!"

Bulkhead then transforms into robot mode, and arms his wrecking ball hands.

"AJ, Mac, Bloom, you all ok?"

"We're fine Bulk." Applejack answered. "Come on, let's get these critters off of our farm!"

"What are these things?" Apple Bloom asked.

"I can't believe there here. This is bad..... REALLY BAD!" Bulkhead says as he readies himself.

"You, know these varmints?" Applejack stated in puzzlement.

"AJ, these aren't your ordinary farm pests. These, are INSECTICONS!" The Autobot explained, "They're some of the most dangerous Decepticons that Megatron has in his ranks."

This revelation comes to a shock to the three Apple siblings.

"Run that by me again?!" Applejack stammered.

"If the bugs are here, that means, Old Buckethead is on your world!" Bulkhead said.

"Ah, it is none other than the Wrecker." One of the Insecticons said. " I am Bombshock, and by destroying you, we shall avenge our fallen comrade, Hardshell."

He then addresses the Insecticon to his right, "Come, Scurrydown, let us tear him to shreds!"

"If you miss Hardshell so much, then I'll see to it, you'll meet him soon, bugface!" Bulkhead yelled back.

With that, Bulkhead charges at the Insecticons, as two of them engage the Autobot in battle.

Applejack and her siblings began to watch, as Bulkhead smashes his wrecking ball into Bombshock's face, knocking him down, as the second Insecticon, Scurrydown, takes a swipe at him. The Autobot catches the fist, and does a spinning hammerfist to Scurrydown's side. The Insecticon is slammed into the ground. Bombshock, recovering from the earlier attack, charges at the Wrecker, and with his claws, manages to strike Bulkhead in the chest, leaving scratch marks on his chassis.

"Bulk!" Applejack screamed in horror.

"Just a plating wound." He answers her.

Scurrydown transforms into beast mode, and takes off into the air. He then charges up his horn, revealing it to be a cannon, and starts shooting and strafing the Bot. Bulkhead then turns his right hand into a blaster, and returns fire. Scurrydown is hit on his side, but it doesn't seem to do much damage. Regardless he lands, and transforms back into robot mode.

Scurrydown then charges at him, as Bulkhead continues to shoot at the Insecticon. Only for him to be blindsided by Bombshock from behind, when he punches the Autobot in the back.

All this time, Applejack, along with her two siblings watched the events unfold. She then notices something.

While Bombshock and Scurrydown were busy fighting Bulkhead, the third was simply watching. It hadn't entered the battle yet.
She then realized why..... This one was waiting for the other two to wear the Autobot down. As soon as Bulkhead either took enough damage, or exhausted himself, it would enter the fray, and strike. Applejack could feel her anger began to rise, as the rage boiled inside of her.

"Why that, dirty, rotten, no good, snake in the grass!" Applejack muttered. "Big Mac, we gotta do something!"

"Eeyup." Big Macintosh answered.

"What's the plan?" Apple Bloom asked.

As Bulkhead continued to hold off the Insecticons as best he could, he began to falter. The battle and the damage he's been receiving began to take it's toll. Bombshock punches him in the face, knocking the Wrecker backwards, only for Bulk to land into the fist of Scurrydown, as he punches the Bot back towards Bombshock's direction.

At this point, the third Insecticon was about to strike. It readied it's arm mounted blasters, and took aim at Bulkhead. Then suddently... SPLAT!!!

Something had hit the Insecticon in the optics. As it wiped the substance from it's face, it sees that it was the remains of an apple. The Insecticon then sees, Apple Bloom tossing apples in the air, as both Applejack, and Big Macintosh bucking them at it's direction.

More apples began to hit the Insecticon. It shrieks in anger, then aims it's blasters at the ponies instead.

"Scrap!" Bulkhead shouted. "AJ, Mac, Bloom, what are you doing??!!! Get out of here now!"

Bulkhead knocks the Insecticon he was fighting off of him, and makes a B-Line towards the Con that was taking aim at his friends.

He fires several shots at it. This gets the Con's attention.

The Insecticon then takes aim at Bulkhead, just as he transforms into his Vehicle mode, and drives at it full speed. The Con fires it's blasts, as Bulkhead weaves back and forth to avoid the blasts. He then transforms back into robot mode and jumps in the air, bringing his wreaking ball hand down onto the Insecticon's head as he lands, completely pulverizing it. The headless Insecticon then falls to the ground, dead.

"Ha! That's one down!" Bulkhead happily stated.

"Nice one there, Bulk!" Applejack complimented.

"That was awesome!" Apple Bloom stated.

"Eeyup!" Big Macintosh said in his usual tone.

Seeing what had happened, Bombshock then transforms into beast mode, and takes off into the air. He gives a loud shriek.

"What in tarnation is that bugger doin'?" Applejack wondered.

As Bombshock continued to do his war cry, Bulkhead realized an awful truth.

"Oh no.... This isn't good." He said to the ponies.

"Why, what's wrong?" Apple Bloom asked.

"He's calling for reinforcements!" The Bot replied.

As on cue, a large swarm of Insecticons then fill the sky, flying towards their direction.

Bulkhead, and the Apple siblings looked on in horror.

"AJ, you gotta get your family out of here. Run, and don't look back."

"What are you sayin'?" Applejack couldn't believe her ears.

"I'm saying, you need to clear out. It's not safe for you to be here." Bulkhead replied to the stubborn cowmare.

"No way! I ain't leavin' you here with them beasts. You're a part of the Apple Family now. And we NEVER abandon our kin!" Applejack shot back.

"Eeyup!" Big Macintosh agreed.

"We'll stick by your side no matter what!" Apple Bloom added.

"I appreciate it. I really do. But you're in way over your heads. These Insecticons are deadly. I hate to say it, but none of you stand a chance. Now GO. I won't be able to fight to my fullest if I'm worrying about your safety." Bulkhead explained. "Besides, they're after me. I'm their main target. They'll most likely ignore you once I'm in their sights."

"We ain't goin nowhere!" Applejack snapped, "We're in this together, partner."

With that statement, Applejack and Big Macintosh took aggressive stances as the swarm got closer, with Apple Bloom looking up at the sky in anticipation.

"Sorry AJ, but this is for your own good." Bulkhead muttered, as he opens his chest compartment, and pulls out what looks like a smoke grenade.

He then pulls the pin and places it behind the ponies, as a green cloud of gas begins to emit from it.
Applejack, Big Macintosh, and Apple Bloom then began to feel drowsy, then suddently, they lose conciousness, and drift into slumber. The sleeping gas had taken it's effect.

He then scoops up the three ponies, and heads into the orchard. Finding a pile of fallen leaves, Bulkhead then covers the sleeping trio, and hides them from sight.

After seeing that his friends were safely hidden away, he then confronts the swarm as they decent around him.

"So, who's ready to rumble?" Bulkhead stated as he slams his fists together.

The swarm of Insecticons transforms into robot mode and charge at him, while Bulkhead, with his blasters firing wildly into the swarm, charges back at them.


As Applejack comes to, she groggily began to open her eyes, and rubs them. She sees Apple Bloom, and Big Macintosh, covered in leaves, sleeping next to each other. For a moment she was too dazed to remember what had happened. Then it all comes back, as her memories flood into her mind like a broken dam unleashing a river. She and her Brother were about to help Bulkhead take on a swarm on Insecticons, only for everything to suddenly go black.

Applejack immediately jumps up, and runs towards the battle field. However, when she reaches it, she is greeted by a horrific sight.

Countless corpses of dead Insecticons littered the farm. She began to search for the Autobot.

"Bulk? Bulk, where are ya?" She called for him.

"Where is that load of lead?" Applejack thought to herself.

She then hears noises coming from the other side of the barn. Quickly she gallops towards the source. What she sees next, made her stomach churn.

About six Insecticons were carrying Bulkhead's unconcious body towards what appears to be a large green portal.

"We have subdued the Wrecker." Bombshock said, "Lord Megatron shall reward us greatly with our prize."

Scurrydown and the remaining Insecticons nod in agreement, as They drag Bulkhead into the portal.

"No, Bulkhead! You varmints better let him go." Applejack yelled as she ran towards the Cons.

Ignoring the pony, as they don't see her as a threat, Bombshock, Scurrydown, and the rest of the Insecticons, with Bulkhead in tow, enter the ground bridge, and it disappears.

"Oh no.... no...... NOOOOOO!" Applejack cried out.


In a mountainous, rocky area not far away from Ponyville, Rarity, along with her sister Sweetie Belle, were once again hunting for precious gemstones. They were completely unaware and oblivious to the danger of the Decepticon attacks that had befallen their friends.

"I'm glad you decided to take me on another field trip, Rarity." Sweetie Belle smiled at her older sister, "Maybe I'll get my cutie mark today."

"Anything is possible, little sister." Rarity replied to the filly, "I'm just glad we're actually spending some time together. Just the two of us."

She was particularly pleased, that Sweetie Belle, for once, won't be anywhere near Wheeljack. Rarity believed The Wrecker's uncivilized behavior was beginning to rub off on her sister. She would have none of it.

The unicorn fashionista happily watched her younger sister fill her saddle bags with a number of different precious stones, as Rarity's horn glowed and directed her of where more could be found.

"Ah yes, a perfect day without that uncouth barbarian to ruin it." She said to herself, as Sweetie Belle continued to dig up more gems.

"Well, I think that's all there is here, Rarity." Sweetie Belle calls out.

"Good work, Sweetie Belle. We've got ourselves quite the collection. Now, let's move on to the other side of the mountain." Rarity instructed.

Sweetie Belle began to grow nervous at Rarity's words.

"What ever is the matter, dear?" Rarity asked in concern, seeing her sister's fear.

"Do we have to go....THERE??" Sweetie Belle asked in a frightened tone. "What about those stories? You know, about the legendary monster that lives there?"

"Oh Sweetie Belle, you know it's just an old fillie's tale to scare children. I assure you, he doesn't exist." Rarity reassured her sibling.

"But I heard that any pony who goes to the other side of the mountain, never came back. That HE took them." Sweetie Belle complained.

"Sweetie Belle, really now..." Rarity said in a stern tone, "How old are you? And you STILL believe in that old legend?"

Just then, both unicorns hear what sounds like a vehicle driving towards their position.
As soon as they see the object in question, Rarity facehoofed.

"Spoke too soon about not having to put up with him today." The unicorn thought to herself.

Sweetie Belle however, had a smile so large on her face, it would make Pinkie Pie celebrate.

"Uncle Jackie!" she called out to the vehicle as it transformed.

"Huh, funny meeting you two here." Wheeljack stated, as he approaches the two.

"Uuugghh." Rarity groaned.

"Nice to see you too, Sunshine." The Bot joked.

"And what exactly are YOU doing here?" Rarity asked, clearly her mood ruined.

"Picked up an Energon signature in the vicinity. Figured I'd check it out. It could be a new source, for all I know." Wheeljack explained.

"More Energon? Cool!" Sweetie Belle beamed.

"Well, you go on and gather what you need. Sweetie Belle and I are to continue onto the other side of the mountain, for more gemstones. And don't you even THINK of blowing anything up this time!" Rarity snapped at the Bot.

Wheeljack simply chuckled, amused by how upset she was getting.

He then notices that Sweetie Belle was growing uncomfortable with the idea of venturing to the mountain side.

"Something bothering you, kid?" He asked.

"I don't wanna go to that side. or HE'LL get us!" Sweetie Belle said.

"What are you talking about?" Wheeljack asked again.

Rarity gives out a loud sigh, and began to explain the situation.

"Well, if you must know, Sweetie Belle still believes the legendary and mythical creature lives on the other side of this mountain. She's convinced it will grab us, and take us away to do Celestia knows what."

"Is that right?" Wheeljack said, amused, "Heh, maybe I ought to tag along. If any monsters attack you, I'll be sure to kick it's tailpipe all the way to the Pit."

"You'd, really do that for us?" Sweetie Belle beamed at the Wrecker.

"Sure." he answered.

"You're the best, Uncle Jackie!" the filly called out, and hugged his leg.

"Why must I suffer?" Rarity complained.

The three then began to walk towards the other side of the mountain.

"So, what's this legendary beast I keep hearing about? Does it have a name or something?" Wheeljack asked.

"Yeah, it does." Sweetie Belle answered, "He's called, the Slendermane. The Slendermane is a tall lanky creature that walks on two legs. Kinda like Minotaurs, or, like you, Uncle Jackie. He has no facial features, and extremely long arms and legs. He also has a number of tentacles coming out of his back like an octopus."

"Sounds weird." Wheeljack stated, "A little too farfetched, if you ask me."

"It's just an old filly's tale." Rarity added, "Something made up to scare youngsters into staying out of trouble."

"Nuh, uh, it's real! They say that any ponies who come to this side of the mountain, never return." Sweetie Belle interjected.

"Well, legend or not, you got ten tons of living metal here to protect you. I wouldn't worry about any legendary monster." Wheeljack reassured her.

As they continue down the mountain path, Wheeljack then suddenly picks up a signal on his sensors.

"Something's up. Stay here and don't move. I'm picking up a strong signal." He instructed, as the two unicorns look at him, puzzled.

"What is he doing now?" Rarity said in an annoyed tone.

Wheeljack looks at the direction towards the peak of the mountain, and sees an object fly towards him. It was so fast that it reached his position in less than 10 seconds. The flying object then changes shape in mid air, and lands in front of the trio. It was a tall, skinny metal biped with no face, and dark blue.


Rarity and Sweetie Belle were immediately shocked at what they saw, and started screaming in terror.

"IT'S THE SLENDERMANE! I TOLD YOU HE WAS REAL!" Sweetie Belle shrieked.

"I can't believe it, the legends were TRUE???!!" Rarity yelled in disbelief.

The creature then extended two tentacles from it's back and waved them menacingly at the Autobot. This terrified the ponies even more.

"YOU AGAIN!" Wheeljack yelled, as he drew his swords. "I don't know what you're doing here or how you got here, but this time you're leaving... IN PIECES!"

"Uncle Jackie, you, you KNOW the Slendermane?" Sweetie Belle asked in surprise.

"That ain't no Slendermane, Belle. That's Soundwave." Wheeljack explained "He's a Decepticon, not a legendary monster."

"A Decepticon, you mean those horrible brutes that destroyed your homeworld?" Rarity in shock asked.

"And Soundwave's one of the most dangerous Cons yet next to Megatron himself." The Wrecker answered her.

Soundwave then shoots his two tentacles at Wheeljack, who jumps out of the way, barely missing him by inches. Wheeljack then charges at the Con, swinging his swords at him. Soundwave parries with his arms as Wheeljack takes swipes at him. He then launches a tentacle at Wheeljack's right hand, and knocks his sword away. The tentacle then latches onto the Autobot's arm, and pulls him closer to the Con.

"Oh no, Uncle Jackie!" Sweetie Belle shouts in horror. "Rarity, what'll we do?"

Rarity had no answer, she was too shocked and horrified at the battle unfolding.

"Sweetie Belle, we have to hide. This has become too dangerous." She said to the filly.

As Soundwave pulls Wheeljack closer to him, The Autobot then turns his hand into a blaster, and fires at the faceless Con. This forces Soundwave to release his grip on Wheeljack, and dodge, as the edge of the plasma blast grazes his armor.

"There's plenty more where that came from, Con." Wheeljack said, as he picks up his dropped weapon, and charges at Soundwave again.

Soundwave merely stood still in silence as Wheeljack began to take more swipes at him. The Decepticon simply dodged the attacks with ease, as the Autobot wasn't able to land a single hit on him. He then shoots out another tendril, and latches onto Wheeljack's chest. The Autobot is knocked backwards, and pinned to the ground. The tip of Soundwave's second tentacle then begins to spin up like a drill, and inches closer and closer to Wheeljack's head.

Just as the spinning tendril was about to bore into his face, a rock hits the tentacle, it was enough of a distraction for Wheeljack to grab it, and jam it into the other tentacle that was pinning him to the ground. This causes Soundwave to retract his tentrils. He then looks at the source of the distraction, to see a White Unicorn with a purple mane, levitating a number of rocks around her using her horn.

"Nice shot Rarity!" Sweetie Belle called out.

"Take that you ruffian!" Rarity shouted at the Con.

"Not that i don't appreciate the assist," Wheeljack said, "But you two need to clear out. You don't stand a chance against him."

"I would heed his warning, Sweetie Belle. Let's go!" Rarity stated, as she uses her magic to grab her sister and began to gallop away.

Soundwave transforms into his drone mode, and flies after them in pursuit.

"Oh no you don't!" Wheeljack yelled as he fired his blaster hands at him, but he was out of range.

He then transforms into car mode, and also gives chase.

"Rarity, the Slendermane is gaining on us!" Sweetie Belle shouted in a squeaky tone.

"Sweetie Belle, find somewhere to hide. I'll lead him off our tail." Rarity instructed as she turns to face Soundwave, who had landed and transformed back into robot mode.

"What? But I can't just leave you here." The little filly objected.

"Go now! Listen to your big sister and run!"

But it was too late, Soundwave was already right on top of the two. In one of his extended tentacles, he held a small object. He then pointed the object at the two unicorns, and unleashed an attack with audio frequencies.

Rarity and Sweetie Belle immediately covered their ears and screamed in pain. Soundwave continued to unleash his attack with the Resonance Blaster upon the sisters.

As Wheeljack pulled closer he saw the terrible sight before him. Soundwave had the ponies at his mercy. He needed to act quickly. If the Resonance Blaster continued it's onslaught, it would do more than destroy their eardrums. The intense waves would cause an organic creature's bones to shatter, and internal organs to rupture. Wheeljack knew what he had to do.

He then transforms into robot mode, and jumps into the air.

"YAAAAAAAAHHHH!" Wheeljack let out a war cry.

He latches onto Soundwave's back and began to punch the Decepticon in the back of his head.

Soundwave began to struggle, and using one of his tentacles, plucks the Wrecker off of his back, and throws him into the ground hard. Then fires the Resonance Blaster at the Autobot.

"AAAAAGGGGGHHHHHH" Wheeljack yells in pain as he writhes and collapses on the ground.

Soundwave then approaches the downed Wrecker, and adjusts the Resonance Blaster to it's highest setting, and fires it again. The audio vibrations this time, pins the Autobot to the ground, and causes his chest plate to crack like glass.

At this point, Rarity and Sweetie Belle had recovered from the attack, and were watching helplessly.

"Wheeljack... you, you put yourself in harm's way, to save us." Rarity said, with genuine appreciation for what he did. "Sweetie Belle, stay here, I have to help him."

"Huh, what did you say?" Sweetie Belle shouted, her ears still haven't fully recovered from the effects of the Resonance Blaster.

"Just stay put. I'll handle this." Rarity replied.

From her saddle bag, she levitated out a number of fairly large diamonds. At first she was hesitant about using such precious gems as weapons, but she knew Wheeljack needed help. Rarity then runs up to Soundwave, who still had the Bot at his mercy, and using her horn, she hurled the diamonds with all her might at Soundwave's head.

The diamonds collide with his facial region, distracting Soundwave again from his attack. Thanks to diamonds being one of the hardest substances around, Soundwave's visor actually began to crack due to the impact of Rarity's projectiles.

Wheeljack, weakened by the Blaster, looked at Rarity's direction.

"Scrap." He muttered, "Run, get.... out of here....."

Seeing that the distraction was a success, Rarity took off running, away from her sister, to lead Soundwave astray.

Soundwave then fires the Resonance Blaster at Rarity as she jumps, and hops side to side to avoid the blasts. For a unicorn who designs fashion, Rarity was surprisingly athletic.

But Soundwave was no fool. He then fires the Resonance Blaster at a mountain face above the unicorn. The mountain wall then begins to crack, and before she could react, Rarity realized a rockslide was about to crush her.

"WAAAAHHHHHH" She screamed in horror as a giant boulder was about to land on her.

"RARITY!" Sweetie Belle called out to her sister.

But before it was about to flatten the unicorn, a blast of energy hits the boulder, blowing it to bits. Rarity then sees that Wheeljack, with whatever ounce of strength he had left had fired at the falling debris.

"Way to go, Uncle Jackie!" Sweetie Belle cheered.

"Yes, well done, Wheeljack. Thank you." Rarity complimented.

Wheeljack then slowly gets back on his feet, as Sweetie Belle runs up to her sister, and gives her a big hug.

"I'm glad you ok, Rarity. I thought I lost you for a minute there."

"Oh it will take more than some rock to keep me down." Rarity said to her sister.

They then see Soundwave approaching them again, this time both of his tentacles began to spin like drills.

"Stay behind me Sweetie Belle." Rarity said in a defensive and stern tone. Her horn then began to glow.

Rarity wasn't sure how she could defend herself or her sister, but she had to hold out and be strong, for Sweetie Belle's sake.

But to her great surprise, she then sees Wheeljack, again, jump onto Soundwave's back.

"GET HIM, Uncle Jackie" Sweetie Belle squeaked as the ponies watched the two Cybertronians battle.

"This is our chance, let's go!" Rarity called out as she and Sweetie Bell made a break for it.

They then turn around to see that Wheeljack had removed the grenade from his hip during the struggle.

"Wait, what's he doing?" Sweetie Belle asked.

"That object, I remember what it does. He's going to..... Oh no, please Celestia NO!" Rarity cried in horror.

"Rarity, Belle, get going. And whatever you do, don't look back. I'm taking him down even if I go down with him."

"Uncle Jackie, what are you saying?" Sweetie Belle cried in desperation.

"Wheeljack no. Please, you don't have to do this." Rarity begged.

"It's something I gotta do." Wheeljack smiled, as he pulled the pin.

A few moments later....... KABOOM!!!!! A massive explosion of blue flame erupts. The shockwave from the blast sends both unicorn sisters flying backwards, as they land hard on the ground.

"Uugghhnnn." Sweetie Belle groaned, as she regains her composure.

"Sweetie Belle, are you alright? Are you hurt dear?" Rarity asked in concern.

"I think so." She answered, and looked up at her sister. "Oh Rarity, you're a mess."

Rarity's mane was completely ruffled up, her white coat was covered in dirt, and she had several small cuts and scrapes on her.

"It'll be fine. I'm just glad you're still in one piece." The fashionista replied.

"But Uncle Jackie, what about him?" Sweetie Belle cried out.

Rarity gave a look of great concern, as she and Sweetie Belle looked at the general direction of where the combat was.
They see blue flames burning, and large piles of rubble everywhere. But no sign of either Wheeljack, or Soundwave anywhere.

"Uncle Jackie!" Sweetie Belle called out, "Uncle Jackie, where are you? Please, answer me!"

"Wheeljack please answer us. It's horribly rude if you don't." Rarity yelled.

But then they see something that made their hearts drop. Next to a pile of rubble, was Wheeljack's right arm, severed from the elbow down.

Rarity gasps in horror, with tears in her eyes. Sweetie Belle looked on in complete shock, and dispair. The young filly then broke down, and began to wail as she cried loudly.

"No, Uncle Jackie, he, he can't be....gone." Sweetie Belle sobbed.

"Oh Wheeljack...." Rarity began to feel a sadness wash over her. "You fool, you heroic fool!"

They both approach the arm, Sweetie Belle immediately hugged the index finger, while Rarity gently put her hoof on the thumb. She then places her head in the palm, and begins to nuzzle it.

"You, saved us, but at a terrible cost. I can't believe you're gone." Rarity sobbed. Then she suddenly burst into tears.

"I BITE MY TONGUE FOR EVERY HORRID THING I EVER SAID ABOUT YOU! I take it all back, you ARE a hero!" She couldn't contain her sorrow anymore. "Goodbye dear Wheeljack, and thank you. Sweetie Belle and I are forever in your debt, and we will never forget your noble sacrifice."

At this point she also broke down, crying her eyes out, and holding Sweetie Belle close, as they both mourned.

But then they were startled when the two heard the sound of rock moving against rock.

"What's that?" Sweetie Belle asked.

"I'm not sure." Rarity answered.

Then suddenly a pile of rubble began to stir, and move, as something underneath began to dig it's way out.

"Uncle Jackie? Is he OK?!" Sweetie Belle squeaked, here eyes lighting up.

Then a blue tentacle busts out of the rubble, and Soundwave pulls himself out.

The two ponies look on in absolute horror. Soundwave was still alive, and seemingly unscathed. Wheeljack had sacrificed himself in vain.

"Sweetie Belle, get behind me, NOW!"

Rarity takes a defensive stance, as Sweetie Belle huddled behind her.


On the bridge of the Nemesis, Megatron had been watching Soundwave's battle the entire time through his live video feed.
The Decepticon Lord gives an evil cackle as he saw the events unfold.

"Excellent. Wheeljack has foolishly terminated himself to protect the flesh creatures. Such heroic nonsense."

He then sees Rarity, with her horn glowing through Soundwave's broadcast.

"Hmm, it appears the horned ones possess the arcane abilities of this species. Soundwave, capture the adult and take her to Knockout's laboratory. She will make an excellent case for study." Megatron ordered.


Soundwave, hearing his master's orders, nods, then approaches Rarity.

"Stay away from us, you monster!" She threatened.

Paying no mind to her words, Soundwave then launches a tentacle at the unicorn, and plucks her from the ground.

"RARITY NO!" Sweetie Belle shouted.

"Release me this instant, you vile fiend!" Rarity yelled in defiance.

Soundwave merely pulled her closer to his visor, and examined her. Then tosses her in the air.

"AAAAAHHH" Rarity shouted in terror.

Soundwave then transforms into his drone mode, and catches her with one of his tentacles. Then takes off into the sky, returning to the ship.

"Rarity! RARITY! Let my sister go, you monster!" Sweetie Belle attempted to chase but Soundwave had flew out of visual range.

Sweetie Belle, now, all alone, buried her face in her hooves, and began to cry to herself.

Wheeljack, Rarity, they were both gone. Never had the young filly ever been so devastated in her life.

Then she hears more sounds of rocks moving. Sweetie Belle turns her head to look in the direction of the noise.

Then a giant metal fist bursts out of the pile of rubble. Another large figure pulls itself out of the ground. It was none other than Wheeljack. He was still alive.

"UNCLE JACKIE!" Sweetie Belle happily shouted as she ran up to the injured Wrecker.

"Someone get the license plate of that Con?" He dryly remarked.

"Uncle Jackie, please help!" Sweetie Belle pleaded.

"What happened? Where's Rarity?" Wheeljack asked, still banged up from the blast.

His armor was dented, cracked and burned. He was also leaking liquid Energon from his severed limb.

"The Slendermane, or Slenderwave, whatever his name is. He took her!" Sweetie Belle explained.

"HE WHAT?" Wheeljack said in surprise.

"He grabbed her and flew off. We gotta save her."

Hearing this, Wheeljack could feel both worry and anger flow through him. He had been a prisoner aboard the Decepticon ship before. He knew their methods of torture, and how they treated prisoners. Rarity wouldn't last a mega-cycle. The Autobot immediately became concerned for her well being.

"Don't worry Belle, I WILL save her. I'm not gonna let the Cons turn her into one of their twisted experiments." Wheeljack reassured her.

"Then let's go!" Sweetie Belle stated.

"Hold on a sec. We're gonna need help on this. First things first. I'm taking you home. It's too dangerous for you to be alone out here, especially if the Cons are here on your world."

"But, but...." Sweetie Belle objected.

"Listen, I'll do everything I can to help her. I'll bring her home safely back to you. Just you wait." The Bot reassured her.

"You....promise?" Sweetie Belle, now with a hint of hope in here eyes looked on.

"I swear it upon my spark. A Wrecker always keeps his word. Now, let's get you home and me patched up. Then, I'll mount a rescue mission. Say, think you can grab my arm there. I'd like to keep it, if you don't mind."

"Sure thing." Sweetie Belle saluted.

After they retrived his lost appendage, Wheeljack transforms, into vehicle mode, though with some difficulty due to his injuries, as they make their way back to Ponyville.

Chapter 14

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In the royal palace of Canterlot, The Grand Galloping Gala went on. The guests in attendance where still enjoyed themselves, and had no idea of the danger looming nearby. Princess Celestia continued to host her gathering to promote peace and prosperity throughout all of Equestria, as Luna and Cadance kept the guests busy. Shining Armor, and the guards still continued their security sweeps, all the while, Trixie had begun to perform on stage once again, wowing the crowd, as they where greatly entertained by her show.

Twilight Sparkle couldn't help but smile, as she watched Trixie perform. She wasn't boasting as much, and had a more humble attitude. To her, Trixie seemed to have learned her lesson in humility, and decided to get her life together as a traveling show mare.

However, she then looks at Optimus, the main guest of honor, as he too witnessed Trixie's show. The Autobot leader however, had a somewhat worried look on his face.

"Optimus, are you alright?" Twilight asked, concerned. "Is something troubling you?"

"I, am.... not exactly certain." Optimus replied to the young Alicorn Princess. "I feel, as if, all is not right."

As much as he was enjoying the event, something inside of him felt as if, all wasn't what it seemed.

Twilight gave a light sigh, then smiled at the Autobot.

"Hmm, I think you had a long day. I didn't see you power down last night. Maybe you should take a break, and rest up." Twilight inquired to the bot.

"Perhaps." Optimus said, "As wonderful as the Gala is, I still cannot shake this feeling of uneasiness. Perhaps I should step out for a bit, and clear my processors."

"Of course." Twilight politely stated, "Take all the time you need. I'll be right here if you need me."

"Thank you, my friend." and with that, Optimus began to walk towards the main door.

Princess Celestia notices this, and walks over to her student.

"Is everything alright, my faithful student? Is there something bothering our guest?" the princess asked.

"I think he'll be fine. He just needed to clear his head and take a brisk walk." Twilight answered.

"Well, as long as there isn't any trouble. I can say however, this is one of the most successful Grand Galloping Gala yet!" Celestia happily stated, "We've helped spread friendship and understanding to all races in Equestria. It's a big step in the direction of peace."

"I'm quite happy too, Princess Celestia, especially with Optimus here with us. I think his presence has really made a difference." Twilight beamed to her teacher.

"Indeed, Twilight. Indeed." Celestia smiled back at her.

About several minutes pass, and Optimus returns through the main entrance. Many of the guests quickly move out of the way for him to walk through.

"Ah, dear Optimus, are you feeling any better?" Princess Celestia asked the Autobot.

"Somewhat..." Optimus replied, "However, I still cannot seem to shake this odd feeling that seems to be ebbing at me. Something is not right, and I cannot figure out what it is."

"You're probably just overwhelmed from the events of today." Cadance added, "I'm sure after you recharge on that Energon substance, you should be as fresh as a daisy."

"Hmm.... Perhaps you are correct, Princess Mi Amore Cadenza." Optimus addressed her.

"Please, call me Cadance." the pink alicorn commented

"As you wish." Optimus nodded, with a smile.

Just then the lights in the room began to dim, as the guest also began to quiet down. Everyone present then sees a spotlight shine on the main stage. Princess Luna then takes center stage as she was preparing a speech, as Celestia stood next to her.

"To all the citizens of Equestria," Princess Luna began to lecture, "It was a great honor having you all to come to our event. I am quite pleased that you all traveled here to meet with us, face to face, to spread love all over the land..... Yes, such love.... such, wonderful......powering.......DELICIOUS LOVE!!!!!"

"Luna?" Celestia asked in concern, "you're acting, rather strange."

Suddenly, the night princess began to giggle, then laugh, then suddenly cackle.

"HAHAHAHAHAHA!!!!!!"

"LUNA! What has gotten into you?" Celestia spoke in a stern voice, as the guests looked on in confusion.

"You fool! All of you are so certain that you're safe here in the royal palace, that nothing can touch you. How pathetic." Luna shouted.

The crowd gasps as they hear these words.

"Little do you any of your feeble minds know, this land will soon come under NEW rule! All of you, and your false sense of security have made you vunerable! Now you're all MINE!" She said, in a dark tone.

"That's enough!" Princess Celestia yelled, "I don't know what has gotten into you, sister, but your behavior is unacceptable. I must ask you to return to your chambers."

"What's gotten into Princess Luna?" Twilight Sparkle asked in concern.

"I... Don't know, Twilie." Shining Armor was dumbfounded, while Cadance watched in shock.

Optimus simply stood silently, he had a hunch that all was not right, and it appeared he was correct, though he wished it weren't so.

"Still haven't figured it out, dear Celestia?" Luna taunted, as her eyes began to glow green. "You're even more naive than I thought."

"Wait, you're NOT Luna!" Celestia said in shock.

"Right you are, Princess, and Now, for the MAIN EVENT!

Suddenly, Princess Luna, had enveloped herself in a green flash of light, and slowly, her features began to change. Her blue fur, was soon replaced by a black colored shell, and not before long, another figure stood in her place.
The new figure gives off an evil, sinister grin.

Everyone in the room gasps at this revelation. Queen Chrysalis had revealed herself to all the guests present.

"Surprise, surprise, everypony." Chrysalis mocked, "Do you fools really think you could defeat me so easily?"

"No, it CAN'T be!" Princess Cadance said in horror.

"I can't believe it, she's here?!" Twilight Sparkle replied in shock.


"She's back!" A random pony shouted.

"Run for your lives!" another guest called out.

Panic began to grip the guests, as many ponies, griffons, and minotaurs began to run.

"No one leaves without my permission!" Queen Chrysalis shouts, "Now my children!"

Suddenly multiple ponies, and other guests in the room began to envelop themselves in green flashes of light, and in their places, changelings stood. They had infiltrated the Gala. Soon half the room were filled with the intruders.

Trixie, seeing this shrieks in terror, as multiple changelings surround her.

"No get away! The Great and Powerful Trixie demands you to stay away!" She shouted.

The changelings merely hissed, and laughed as they began to advance towards the terrified guests.

"Stop this at once!" Celestia commanded, as Shining Armor and the rest of the guards stood behind their princess, ready to do battle if they must.

Optimus Prime also stood firmly, with his blasters drawn, and pointed at the Queen.

"I don't know how you and your minions infiltrated my palace, but you will leave this instant. You will also tell me where my sister is, NOW!" Celestia demanded.

"You are in no position to make demands, Princess." Queen Chrysalis mocked, "I have you all, exactly where I want you. You're all mine, and I will take Canterlot in one fell swoop."

"Not while I still function, Chrysalis!" Optimus replied as he stepped forward. "As long as I remain upon this world, I will not allow you to spread your tyranny and oppress the innocent."

" Well well, the famous Optimus Prime. We meet again. What a sap you are. You're pathetic, you know that?" Chrysalis mocked, "Besides, I'm the least of your worries. I think you should take a little look at your precious force field outside, Celestia."

"What do you mean?" Celestia demanded again. "What have you done?"

With that, Princess Celestia, and Shining Armor quickly peer out the window, to see that the force field was beginning to weaken, as multiple changelings were slamming into it.

"The same trick won't work twice, you witch!" Shining Armor proudly stated. "We've reinforced the shield with multiple unicorn guards producing it."

"I've noticed, which is why my children have already incapacitated those creating it." Chrysalis explained. "Such harsh language. Do you kiss Cadance with that mouth?"

Shining Armor growled angrily at the changeling queen.

As they look on, they realized that the force field had begun to crack.

"But that's impossible. The guards...." Shining Armor began to say.

"Have been taken down by my minions!" Chrysalis interrupted. "Without the guards to reinforce it, your force field will weaken, and break!"

Chrysalis then cackles madly as the shield eventually shatters.

"No!!" Twilight cries out in terror.

"By the Allspark." Optimus said under his breath.

Seeing that the city had now lost it's primary means of defense, Optimus activated his faceplate, and approached Queen Chrysalis, with a blaster pointed at her.


Aboard the Nemesis, Knockout was monitoring one of the sensors on the computer screen, as a signal suddenly disappeared.

"Lord Megatron," He called to his master, "Looks like the bugs pulled through after all. The force field protecting the city has been nullified."

"Good. Have the troops prepare themselves. And resume our coarse to the Capital. We shall take down Optimus, and obtain the means of returning to Earth."

"As you command my liege. It's a shame that the weapon systems on the ship are still offline, otherwise we would have blasted our way through their shield and taken the capital by now ourselves without having to deal with that insect, Chrysalis." Knockout replied.

"I do not enjoy allying myself with inferior beings either, but as of now, proceed as planned." Megatron ordered.


"You will not subjugate the inhabitants of this world. I WILL stop you!" Optimus stated.

"I'm the least of your worries, Autobot." Chrysalis said.

"What are you talking about?" Celestia angrily seethed at the changeling queen.

"Oh let's just say, you're not the only ones who made some..... otherworldy friends...." The Queen replied. "In fact, I suggest you look towards the north balcony."

Hearing these words, Princess Celestia, Twilight Sparkle, Shining Armor, Princess Cadance, and Optimus Prime quickly ran to the balcony to see what Chrysalis was talking about.

What they see, is a large flying object, heading towards the capital.

Seeing the flying fortress, Optimus' optics widen, and he clenches his fists.

"Princess Celestia, what IS that??" Twilight asked.

"I have no idea, my student. But whatever it is, it can't be good." Celestia answered her.

"No....." Optimus muttered, "It cannot be.... How is it possible?"

"Optimus, you know what that is?" Twilight asked the Autobot.

"Indeed, young Twilight." Optimus replied, "That, is the Decepticon Warship, The Nemesis. Megatron's flying base of operations. The Decepticons are here.... On your world!"

Hearing this revelation shocked the ponies.

"What??? Decepticons? How did they get here?" Shining Armor asked in puzzlement.

"I do not know, but I will tell you this. With Megatron on your world, all who inhabit Equestria, are in danger." Optimus grimly stated.

"What are we going to do?" Princess Cadance asked.

"Mobilize the guards, and prepare to defend the City!" Princess Celestia ordered. "We must stop this invasion."

"Yes, your majesty!" Shining Armor saluted, as he gallops off to rally his troops.

"Princess Celestia, I mean no offense, but your military will not stand a chance against the Decepticon forces. I must contact the other Autobots, and help repel this attack on your home." Optimus objected.

"I appreciate your concern, Optimus, but I can't just sit idle and allow these Decepticons and Changelings to ravage my kingdom. We must defend it." Celestia replied.

"Then allow me to assist." Optimus said as he activates his communicator, "Optimus Prime to all Autobots, We have a dire situation in Canterlot, Priority Prime! Please respond."

Static.

"Bulkhead, Smokescreen, Arcee, Wheeljack, Bumblebee, do any of you read?" Optimus tried again.

Still nothing but static.

"It is clear that the Decepticons are jamming our communications. No doubt, Soundwave's handiwork." The Autobot leader stated.

Celestia, with a worried look on her face, then turns her attention to Twilight.

"Twilight, you must retrieve the Elements of Harmony, and gather your friends. They may be our only hope, and quickly rally the other Autobots. We must stop the Queen and her new allies. Go Twilight, swiftly!" Celestia ordered.

"I won't let you down." Twilight said with confidence.

She quickly gallops towards the exit.

Princess Celestia then quickly turns towards the Autobot leader.

"Please go with her, see to it that no harm comes to my precious student." Celestia pleaded.

"With all my spark, Princess, I swear I will protect her." Optimus promised, "Are you certain however, that you will be alright on your own?"

"Don't worry about me, I may look delicate, but I'm made of sterner stuff." Celestia dryly joked. "I'll be fine, now please, go on."

With a nod of understanding, Optimus Prime transforms into his truck form, and rolls out the door, to follow Twilight Sparkle.

"You know it's useless. You'll never reach them in time." Chrysalis taunted.

"I have had enough of you!" Celestia said, "You and your changelings now face the power of the Sun!"

Celestia's horn began to glow, as she charges her magic.

"Oh I wouldn't." Chrysalis warned, "Defeat me now, and you'll never find out where your precious Luna is."

Hearing this, Celestia had no choice, but to relent from her attack.

"Only a coward would resort to taking hostages." Celestia seethed.

"But an effective tactic. I will use whatever means to achieve victory." Chrysalis shot back at him.

The entire castle then seems to vibrate, and a large shadow has now been cast over the building. The Nemesis is now directly over the capital.


As Megatron stood on the deck of the Nemesis with Dreadwing standing next to him, an entire platoon of Vehicon seekers stood in rows in front of him. Megatron then looks down at Canterlot, and the assembled royal guard, ready to battle the invaders.

"The defenses of this world are rather pathetic." Megatron observed, "The fools, do they really think that spears and swords can pierce Decepticon armor? How laughable!"

Megatron then rallies his troops.

"Today is the day we achieve ultimate victory over our enemies! The Autobots have either been captured, or dealt with. All that remains is Optimus Prime, and these pitiful organics. We will crush them if they stand in our way. Show no mercy, and bring Prime to his knees. Today, we WIN this war! DECEPTICONS, TRANSFORM AND RISE UP!"

With that order, all of the seekers present, quickly make a mad dash and run towards the edge of the ship and jump off. Soon they transform into their jet modes, and swoop down towards the city.

Countless Seekers soon joined by multiple Changelings began to decent into the city.

It was pandemonium and utter chaos throughout all of Canterlot, as the Decepticons began to fire at buildings, while the changelings began to terrorize ponies throughout the city.


The air horn alarm system went off all over Canterlot, as ponies ran screaming everywhere. The Vehicons and the Changelings marched through the streets, crushing everything in their path with no regard for who, or what got in their way. Never had the Ponies been subjecated to this kind of violence. There was little place to run, and even less means to fight back.

"Wretched creatures!" a Vehicon seeker shouted "Probably leave their scrappings on the street too."

It checked it's feet make sure it didn't step in anything. Another Vehicon trained his cannon on a few more houses.

"Target Practice." He sneered.

He was interrupted by a blast of energy that struck him in the chest, knocking the Vehicon back several steps. The Con turns to see a white unicorn stallion, with a blue mane, and wearing a fancy red dress shirt and glowing horn glaring at him. Behind were a squad of armored unicorns and pegasi, ready to defend their home.

"You're gonna pay for that , fleshling." The Vehicon shouted, "OPEN FIRE!"

The rest of the Vehicon troops began to blast laser fire at the royal guard, as several unicorn guards activated a shield bubble to protect their ranks.

"Royal Guard, Counter Attack!" Shining Armor ordered, as a squadron of Pegasi guards took to the air.

Armed with crossbows, they rained a flurry of arrows onto the Vehicons, but their armor was too tough, and their projectiles merely bounced harmlessly off.

Multiple Seekers transformed into jet mode, and began to engage the pegasi guards in aerial dogfights. The guards didn't stand a chance, as many of the seekers shot at them, forcing the guards to retreat.

"Unicorns, covering fire!" Shining Armor commanded, as he, and a number of unicorn guards began firing bolts of magical beams at the Vehicons.

This proved slightly more effective, but it still wasn't enough, The Decepticons, now joined by a large swarm of changelings that flew overhead, continued to press forward.

Many changelings fired green bolts from their horns at the guards, and some tackled the ponies to the ground.
The Decepticons were also swatting pegasi out of the sky, and kicking unicorns out of the way with their massive hands and feet.

Shining Armor saw that it was a losing battle. He had no other choice if he were to save his brothers in arms.

"Retreat! Retreat!!! All units fall back! Regroup at the castle, and safeguard the Princess!"

Hearing the order, a Unicorn guard levitated a horn to his lips, and blew on it, signaling the withdrawl.

The royal guard began to head back towards the castle as the changelings and Cons gave chase.

Shining Armor seeing that the enemy was still attacking his troops, then took matters into his own hooves. Galloping at full speed, he jumps on a makeshift ramp made by debris from a building, and bucks a Vehicon in the face. As it begins to fall, he rams his horn into it's optic. Blinded, and struggling to get the unicorn off of him, the Vehicon lashes out violently, firing blasts blindly into his own ranks. He shoots two of his own troops, before Shining Armor charges up his horn, and with a large magical blast, completely destroys the head, blowing it clean off it's shoulders. He then levitates himself safely to the ground.

But seeing that he's still out numbered, He too begins to fall back, as multiple Changelings swoop down at him.

Shining Armor stood in defiance, waiting for the attack. However right as the changelings were about to reach him, he sees a purple force field envelop him, as the attackers slam into it. Turning around he sees Twilight Sparkle charging her horn.

"Twilie! What are you doing here?"

"Sorry BBBFF, but I just couldn't let you face them alone." She answered.

The changelings regain their composure, and attempt to attack again, but this time, a massive giant fist knocks them away.

Optimus Prime stood ready as he towered over them.

"I too made a promise, to safeguard your lives. Now quickly, we must resume our mission to recover your relics, and contact the others." Optimus stated.

"Thanks, Commander Prime. I need to head back to the castle and see to it that Princess Celestia is ok. I don't trust leaving her alone with that witch." Shining Armor said.

"Quickly then, return to your post. I will handle the Decepticon invasion. Good Luck, Captain." Optimus replied.

Shining Armor gave a salute, and quickly retreated.

The Vehicons began to shoot at Twilight and the Autobot, as Optimus transformed, and opened his doors.

"Quickly, inside!" He called out, as the young purple pony jumped into his truck mode.

Optimus then drove forward at full speed.

"MAXIMUM OVERDRIVE!"

He rams into multiple Vehicons and changelings, sending them flying.

"The tower that holds the Elements of Harmony just ahead next to the castle." Twilight pointed. "I used to keep them around me in Ponyville after Discord's reformation, but when Sunset Shimmer stole the Element of Magic, which is also my crown, Princess Celestia, and I decided to return them to Canterlot under lock and key for safe keeping."

"Understood." Optimus replied, as he speeds up.


"It appears the battle continues to be in our favor, Lord Megatron." Dreadwing stated as he watches the chaos unfold from the deck of the ship.

"Indeed Dreadwing." Megatron answered, "Once we've crushed this weak opposition, the search for the spell will commence. Any sign of Optimus?"

"I believe he still may be in the main palace." Dreadwing reported.

"Then let us greet him, and the rulers of this world. Come Dreadwing!" Megatron ordered, as both he and Dreadwing transformed into their jet modes, and took off towards the castle.


As Optimus and Twilight continued their way to the Element's tower, he pics up two distinct signals headed towards the castle. Optimus comes to a halt, with Twilight confused about his actions.

"Optimus? Why did you stop?" She asked.

"I am picking up two Decepticon readings headed towards Princess Celestia's location." He answered. "She may be in danger."

"Oh no, Princess Celestia! We have to do something." Twilight shouted with worry.

As on cue, they both hear the roaring sounds of jet engines flying nearby. Twilight looks up, to see two flying objects headed towards the castle.

Clearly the objects didn't detect or see Optimus, as they continued their course.

"Look!" Twilight called out as she pointed towards the sky.

"No...." Optimus replied. "It is Megatron himself, and his second in command, Dreadwing. They are heading straight for the Princess. I am afraid we cannot resume our current mission. Princess Celestia's life is now at stake."

Twilight gasps in horror, as Optimus quickly reverses his course, and heads back to the castle.


As Megatron and Dreadwing approach the castle from the air, the Decepticon leader fires at one of the walls of the castle, blowing a large hole in it. He and Dreadwing then enter, and transform into robot modes as they land.

"A rather, Majestic establishment." Dreadwing said as he looked at his surroundings.

Megatron paid no mind to the statement, and continued to press forward, only to be greeted by a number of guard ponies, led by a white unicorn with a blue mane.

Shining Armor glared at him.

Megatron stood over Shining and glared back.

"So. From what I understand you are Knight's Captain." Megatron addressed his opponent.

"You'll go no further, villain." Shining Armor shouted. "So, you're Megatron. You're just as evil, and UGLY like I imagined."

"Brave of you to use such a tone towards me, pony." Megatron stated, unamused. "Clearly, you are outmatched."


"I don't think so. Guards, let's do this!" Shining Armor commanded as he and the unicorn platoon began to charge at the two Decepticons.

"Such a feeble and ultimately futile attempt at resistance." Dreadwing said, as he pulls out his cannon, and opens fire.

The blasts hit the ground around the guards, causing them to lose their footing. Dreadwing open fires again, this time towards the wall, causing debris to fall onto the pony guards, knocking most of them out.

Shining Armor was now the only one who stood between the Decepticons, and the throne room.

"Fighting your kind is beneath me. This doesn't even qualify as a battle, but a slaughter. You obviously have no true experience in such matters." Megatron goaded the unicorn prince.

"Don't underestimate us Megatron." Shining Armor said in defiance.

"Look around you. YOU CALL THIS AN ARMY? Everything about you, this, place, the way you carry yourselves show that your role is little more than that of a figurehead. You know NOTHING Of Real Battle. YOU KNOW NOTHING OF WAR!" Megatron gloated.

"Well, forgive me if I'm not a power hungry tyrant like you!" Shining Armor bravely stated.

"Evidently, you are clearly, suicidal." Megatron replied as he charged his cannon.

Megatron then fires a blast at Shining Armor, who quickly jumps out of the way, he returns fire with his horn, striking the Decepticon leader in the chest. But then something strange happens. The blast is absorbed into Megatron, then in shoots back out at the unicorn. Shining Armor was hit by his own magic, and collapses on the ground.

"What.....what happened?" He weakly replied.

"Fool, you know nothing, of true power." Megatron taunted. "Dreadwing, this one is finished. Come, let us make an audience, with this world's ruler."

"Cadance.... Twilie... I.... I'm so sorry..... I failed." With that Shining Armor passes out.


As Princess Celestia and Queen Chrysalis continue to lock eyes, glaring at each other, the guests were still being held hostage by the changeling troops.

"Release the Great and Powerful Trixie, and she shall grant you three wishes!" Trixie pleaded with the changelings surrounding her.

They merely just scoffed, and laughed at her.

"I don't think, that's going to work on them." Cadance said to the show mare.

"It was worth a try." Trixie answered.

Just then, they all hear a loud banging sound coming from the main doors. Then they burst open, as many of the Gala guests quickly take cover.

Celestia's eyes widen as she sees the dust settle, and a giant monsterous silver figure begins to walk into the room. Multiple ponies and other guests were terrified at this newcomer and trembled upon seeing it enter. This was indeed, a most intimidating creature.


Behind him, another large blue figure followed.

"So.... This is where the magic happens.... Quaint." The silver colored newcomer stated in a sarcastic tone as he looked around the throne room.

"Well, it's about time you showed. I was getting bored." Chrysalis scoffed, as she flew up to the metal creature and landed next to him, as he stood before Celestia and her throne. "Took you long enough to get here."

"Do NOT try my patience, Chrysalis. Now, where is Optimus?" Megatron demanded.

"Megatron, I presume." Princess Celestia said to the Decepticon leader.

"Ah, so my reputation proceeds me." Megatron remarked. "And you must be the famed Princess Celestia I heard so much about."

"Why? Why have you attacked my kingdom and it's citizens? And why have you allied yourself with this vile creature?" Celestia demanded.

"All I seek, is a way to return to Earth, and the destruction of my most hated enemy. I have no interest in your pitiful world." Megatron answered. "Now stand aside, and tell me where Optimus is!"

"I will never cooperate with tyrants!" Celestia glared.

Megatron pointed his cannon at the princess.

"You will answer our master, organic." Dreadwing demanded.

"I will not ask again!" Megatron threatened.

" You may have destroyed your own world, but I won't allow you to take ours. No more terrorizing my citizens! If I must, I will protect my beloved subjects myself!" Celestia boldly stated.

She then charges her horn, and with a brilliant glow, she unleashes a massive yellow beam of light as it heads straight for the Decepticon leader.

"Ah, haha. This is it...." Queen Chrysalis said, licking her lips in anticipation.

Just as the beam was about to strike him, Megatron pulls out a shard of dark purple crystal, and holds it in front of him with his left hand. Once the magic pulse struck the vile crystal, like with Chrysalis back on board the Nemesis, It backlashed on to Celestia. She was engulfed in a storm of dark energy and hew own magic. She cried out in pain and collapsed to the floor.

Chrysalis let loose a wave of evil laughter, while Megatron just glared at down at the fallen princess.

"If you were truly is the highest ruling power of this world, then this wretched hole is even more worthless then I thought." Megatron scoffed.

All of the guest of the Gala gave a shocking gasp in horror. Princess Celestia was defeated.

"NOOOOOOOOOOOOOOOOO!" Candence cried, as she rushed to Celestia's aid.

You... YOU MONSTERS!" The pink alicorn cursed.

Chrysalis simply smiled evilly while Megatron grunted in disgust. Dreadwing merely looked on, with a blank slate on his face.

"And what are you going to do about it, oh Crystal Princess?" Chrysalis taunted.

The vile queen, then approached the fallen princess, ready to finish her off, when a loud shout was heard from across the hall.

"MEGATRON! STOP!"

All who were present, looked to the source of the voice, to see Optimus Prime, with Twilight Sparkle standing next to him, helping a limping Shining Armor.

"Optimus Prime, you never disappoint." Megatron said in a mock friendly tone.

As the three heroes enter the room they see the aftermath of what had transpired.

"PRINCESS CELESTIA!" Twilight shouted, as she and her brother made way to the fallen alicorn.

Twilight quickly nuzzled her fallen teacher, with tears in her eyes.

"Please, you have to wake up." Twilight pleaded.

Optimus was equally shocked, and appalled.

"By the Allspark Megatron, WHAT HAVE YOU DONE??!!" Optimus demanded, nearly losing his usual cool composure.

"This? Heh heh, you should have known, that the power of Dark Energon has rather, ill effects on the native lifeform's arcane abilities." Megatron gloated.

"Dark Energon?" Twilight Sparkle asked as she looked up at the Decepticon leader.

"Indeed little one, the blood of Unicron the Chaos Bringer. It is the anti-spark. Only I can control it's will. BEHOLD IT'S POWER!"

In all of her years, with all of the villains she faced in the past. From Nightmare Moon, to Discord, and Chrysalis, Sunset Shimmer, and even King Sombra, Twilight Sparkle had never felt so terrified. This Being, Megatron, is a conqueror of worlds. He had single handedly destroyed his own home planet, and took the lives of countless billions. Something about his aura mortified the young Princess. This being, was pure EVIL, with no hope of redemption or rehabilitation, and it filled her heart with overwhelming fear.

"Twilight, we have to get Princess Celestia out of here." Princess Cadence pleaded.

"I know, but how?" Twilight asked.

"None shall leave without my aknowledgement." Megatron stated as he glared at Twilight.

"Ah yes, you fear me, don't you, pony? As you should." He gloated.

Your battle is with me, Megatron, leave her kind in peace." Optimus demanded.

"How predictable of you, Optimus. You wish to protect these, lesser lifeforms." Megatron taunted.

"Why Megatron? Even upon this peaceful world, your war mongering knows no end." Optimus demanded to know.

"I will take whatever means necessary, to achieve ultimate victory. The weak, will perish." Megatron says as he extends a blade from in front of his fusion cannon.

Optimus, disgusted by both Megatron's and Queen Chrysalis' disregard for innocent life, turns his hands into his blades.

"Not while my spark, continues to burn!" Optimus threatened.

Dreadwing aims his cannon at Optimus, ready to do battle.

"Dreadwing, stand down. Optimus Prime, is mine, and mine alone." Megatron commanded, as Dreadwing relented.

"So be it Megatron. No more innocent lives will be lost by your hand." Optimus stated.

The two opposing Cybertronians then charge at each other, and clash their blades.
Optimus takes a swipe at Megatron, who parries with his blade, then kicks him off, he swings his blade at Optimus, who dodges, and does a spin kick to Megatron's side. The Decepticon leader is knocked back several steps, and retracts his blade. He then begins to fire his fusion cannon at Optimus, who deflects the shots with his blade as he rushes forward.
Optimus lands a massive punch on the Decepticon's jaw, knocking him down, and then lands another blow to Megatron's abdomen.

Megatron quickly recovers, and grabs Optimus by the arm, then he knees him in the midsection, and throws the Prime to the ground. Optimus stands back up, and the two combatants lock blades again.

All the while Twilight runs up to Cadence.

"We need to get everypony out of here. It's no longer safe." She explained, as Cadence nodded in agreement.

Twilight then sees Trixie, huddling in a corner. She calls for her former rival.

"Trixie?"

"What do you want?" Trixie asked in a slightly annoyed, yet fearful tone.

"You're the only other unicorn around with enough magical ability to help. My brother's been hurt, so please, we need your assistance." Twilight answered blue unicorn.

"I don't stand a chance against those beasts." Trixie shivered.

"Of course you can, you're the Great and Powerful Trixie, Remember?" Twilight said with a wink. "If you don't help us, both Queen Chrysalis and Megatron will turn all of Equestria into a barren wasteland. It'll be the end of all life as we know it."

Trixie put a hoof to her chin and contemplated the thought, then gave her answer.

"Alright, I'll do it. Even I can't stand these nasty changelings and their queen." Trixie said, with a new boost of confidence, "Let the new COURAGEOUS and HEROIC Trixie take center stage!"

"Then let's get the other civilians out of here." Twilight said, glad that her self appointed rival was willing to put aside her differences to assist in a greater good.


Cadance quickly assisted her injured husband as they both tried to move Princess Celestia, who was only partially concious out of the throne room. But they were met with heavy resistance from the changelings around the room, and Dreadwing.

The changelings hissed, and attempted to tackle the royal couple, as Cadance erected a force field around her.
The changelings slammed into it repeatedly, As Shining Armor attempted to assist.

"Don't strain yourself dear, and let me handle this." She said.

"But, I have to do my duty." Shining Armor replied.

"Let me do the rescuing today." Cadance said back to him, as she opens her wings, and places Shining Armor on her back.

She then attempts to use her magic to levitate Celestia, but was interrupted when Dreadwing draws his sword, and points it at her.

"You will not be leaving." He proclaimed, "Lord Megatron's orders. Stand down, and I will see to it, no harm comes to you."

"What are you doing? Finish them off!" Chrysalis shouted to the seeker.

"You do NOT command me, insect. I only accept orders from my one and true Lord!" Dreadwing shouted at the changeling.

"They're distracted, now's our chance!" Cadance then attempts to levitate Celestia and make her escape.

"You fool! You're allowing them to escape!" Chrysalis yelled, as she cuts them off.

"Cadence, Shining Armor...." Celestia weakly muttered, "Go, save yourselves. Get the others out of here....."

"But Princess, we can't abandon you." Cadance objected. "We need you. Equestria needs you."

"I understand your plight, but you must go. Please, find out what happened to Luna, and see to it that she is rescued. That, is my order." Celestia said, still weakened from the magical backlash. "See to it that Canterlot is evacuated. Get everypony to safety."

"We're abandoning Canterlot?" Shining Armor asked in shock.

"As much as it pains me, as this city has been my home for over a thousand years, we must vacate. There is no time..... to waste." Celesia said, wincing slightly in pain.

"Princess!" Twilight Sparkle called out, as she and Trixie, with a number of Gala guests ran up to her.

A large number of changelings then began to converge on them.
Trixie stepped forward, and started to work her magic. Holding off the changeling hoard by distracting them with a fireworks spell. She then conjured up a number of flowers, and blew the pollen at the attackers, causing them to sneeze out of control.

"That should distract them long enough." Trixie stated.

"Come on, we have to evacuate the city. Princess Celestia's orders." Shining Armor sadly stated.

"So it's true? We have to leave?" Twilight asked, with tears in her eyes.

"I'm afraid so." Her brother answered.

"None of you are escaping." Chrysalis shouted as she flew up to them.

She then envelops herself in a green light, and turns herself into a giant spider.

She then shoots a string of webbing at the fleeing guests, webbing them against the wall.

"How rude of you to leave without saying goodbye." Chrysalis taunted.

"How are we going to stop her?" Twilight asked in desperation. "Her magic is too strong."

Dreadwing merely watched, completely uninterested in the scuffle with the ponies and the changeling queen. He was more concerned with the batle with Optimus and Megatron. But what he sees next made his optics widen.

"By the Pit!"

The ponies then see Optimus, raising Megatron over his head, and toss him towards the changeling queen. Chrysalis quickly turned herself back to her original form to dodge the attack. Megatron slams into a wall, leaving a large hole in it.

"Lord Megatron! You will pay for this outrage, Prime!" Dreadwing stated as he drew his sword and charged at the Autobot leader.

"Not on this day, Dreadwing." Optimus heroically stated, and grabs Dreadwing by the arm, and flings him over his shoulder. Dreadwing hits the ground hard..

The ponies and guests give a loud cheer upon seeing this.

"Optimus! I knew you would save us!" Twilight beamed.

Megatron climbs out of the hole, and growls angrily at Optimus. He then charges at the Autobot leader, swinging his blade.
Optimus again, parries and blocks with his own blade. Megatron then fires his cannon again, this time striking Optimus in the shoulder. The Prime clutches his wound, but still continued to press forward. Then suddenly, a green beam of energy strikes the Autobot in his back.

"UUUUAAAAAGGGHHH"! Optimus yelled in pain, as he falls over.

"OPTIMUS!" Twilight, Cadance and Shining Armor yelled out in unison.

Trixie looked on in shock. The Gala guests could feel all hope fading away.

Chrysalis observed her handiwork, and began to cackle.

"So much for the avenging hero!" She mocked.

Megatron then angrily approached the queen, and fired a shot which blew a massive hole in the ground right in front of her.

"You insolent worm! You DARE to interfere with my destiny to destroy Optimus?" Megatron fumed.

"Hmph. You're welcome!" Chrysalis said in an annoyed tone.

"Let me make one thing clear, the one who finishes off Prime, will be me, and no one else! Do you understand??!"

"Yes, of course, oh mighty Lord Megatron." Chrysalis replied in a mock tone.

"No Optimus! Not you too... Please, get up!" Twilight pleaded as she rushed up to the Prime's face, and hugged it with her forelegs tightly.

"Twilight....." Optimus weakly muttered has he retracted his faceplate, showing his mouth again. "You must go. Find the others, warn them. Get your friends to safety."

Twilight was in tears. First, Canterlot was invaded by the unholy alliance of Decepticons and Changelings, then Princess Celestia was defeated, now Optimus Prime had fallen. She couldn't imagine how this day could get any worse.

"Go Twilight, you must leave, and take Princess Celestia with you. Your world needs their leader." Optimus said, still injured from the blast and lying on his back. He then goes into stasis lock.

"Optimus....." Twilight cried, tears streaming down her cheeks. "I'll get help, I promise."

With that, Twilight Sparkle reluctantly left Optimus' side, and rejoined Cadance, Shining Armor and Trixie.

"Let's get everypony out of here." Twilight said, as she took charge. "Especially Princess Celestia."

But then suddenly, Princess Celestia's body was enveloped in a green aura, then it floats away, and lands at the feet of Chrysalis.

"That's what you think. No pony will be stealing MY prize!" Queen Chrysalis gloated as she eyed the fallen princess.

"NOOO!" Twilight shouted in horror. "Return her back to us!"

"Now my children, take them!" Chrysalis ordered, as the hoard flew towards them.

"Twilie, I don't think we have a choice, We have to go. Now." Shining Armor said, with great regret in his voice.

Seeing no other options, Twilight Sparkle, Shining Armor, Princess Cadance, and Trixie retreated, without Celestia, or any of the Gala guests being held by the changelings. They reach the main doors, and make their escape.

Dreadwing seeing them escape, began to give chase.

"Dreadwing, don't bother. They are of no threat to us." Megatron ordered.

"What?" Chrysalis yelled in surprise. "You can't let them escape. Especially Twilight Sparkle. She's one of the bearers of the Elements of Harmony."

"I will not waste my time or resources chasing and hunting down pitiful organics. I have what I want. Both Optimus Prime and the Princess are at my mercy. Victory has been achieved. The Autobots have been defeated, and all that remains, is for us to return to Earth."

Chrysalis glares at Megatron.

"I warn you, Megatron, Your overconfidence of underestimating Twilight Sparkle and her friends will be your downfall. You have no idea what the Elements are capable of."

"Spare me your lecturing," Megatron scoffed, "These ponies aren't even at Earth's level of development. I do not fear these primitive weaklings."

"Hmph, your funeral." Chrysalis stated, "No matter, With Celestia out of the way, my changelings will soon take Canterlot, and then, ALL of Equestria. We will thrive!"

She then walks over to one of the balconies, an peers out to watch the ensuing carnage as the changeling and Decepticon forces continue to lay waste to Canterlot.

http://www.youtube.com/watch?v=AJw0ktrsv6w

As Chrysalis finishes her song, Megatron and Dreadwing simply looked at her with confusion.

"Was that.... truly necessary?" Megatron muttered.

"Oh live a little." Chrysalis mocked back.

"Dreadwing, take Optimus and the Princess back to the ship, and place them in holding cells with the rest of our....guests."

"Do you not wish to terminate them here and now, Master?" Dreadwing asked.

"Not quite yet, for I have something special planned. Yes, indeed. Why simply extinguish their lives, when I can break their spirits, and make them suffer a fate, far worse than death." Megatron said, as he gave an evil laugh.
It was a dark day, for Equestria indeed.......

Chapter 15

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Princess Celestia slowly began to open her eyes, as she woke up. Her body was aching and sore. For a second, she wasn't able to tell where she was. The last thing she remembered was the Decepticon and Changeling attack on Canterlot, being defeated by Megatron, and her ordering the evacuation of her capital.
As the princess began to observe hers surroundings more so, she realized she was imprisoned, and encased within a large green cocoon. Very similar to what happened during Shining Armor's and Princess Cadance's wedding with the previous Changeling attack. Through the one transparent window like part of the cocoon, she can see that she was also inside a dark, large, metal room. A room she had never seen before. Next to her own cocoon, she spots another one. Through the window like spot, she could see the occupant of the other. It was none other than her own sister, Princess Luna, inside and still unconcious.

"LUNA!" She called out to her sister, but to no avail. The princess of the night, did not awaken.

"Luna, oh dear sister," Celestia lamented, "please be alive. Please wake up."

"Ah, so you're finally up." A mocking voice could be heard. Queen Chrysalis came into view, as she approached the imprisoned sun princess.

"You!" Celestia angrily stated, "What have you done to her? Where am I?"

"Why, you're aboard the Decepticon ship, in one of their brigs. I took the liberty of encasing both you and Luna in cocoons, as it was able to hold you the last time we encountered each other." Chrysalis gloated. "And as I recall, it was a quite effective tactic. As for your sister, don't worry. She's still alive and in hibernation, for now."

"You WON'T get away with this, Chrysalis! Twilight Sparkle, her friends, and the Autobots will stop you."

"Oh, I don't think so, my dear Celestia." Chrysalis taunted, "For you see, Optimus Prime has also been taken prisoner, along with two other Autobots. The rest of the Bots, have been destroyed. And as an added bonus, we even have poor, sweet, Rarity also a prisoner aboard this vessel. Somewhere anyway."

Celestia's eyes widen as she listened to Chrysalis' explaination.

"You're lying!" the princess responded.

"Then why don't you see for yourself." Chrysalis said, as she flies up to a set of buttons on the wall, and presses one.

Suddenly, a viewscreen monitor turns on, showing Bulkhead, Arcee, and Optimus Prime, imprisoned in another brig, strapped to the wall, with stasis cuffs.

Celestia couldn't believe her eyes. She felt her heart skip a beat. The princess never imagined that her new and powerful friends could be defeated, and taken prisoner. Princess Celestia, was at a loss.

"A marvelous piece of technology, if I say so myself." Queen Chrysalis said, while fawning over the Cybertronian tech.

"So what now? Are you going to simply imprison me here for the rest of my days?" Celestia angrily said.

"Oh Megatron and I have something special planned, for both you AND Prime. Not to mention, the lovely Rarity will be sacrificed, for their science."

The princess could feel her blood run cold at the statement of Rarity's fate.

"No, please." Celestia begged, "You can do anything you want to me, but release poor Rarity."

"Fool!" Chrysalis replied, "I can't risk an Element Bearer to usurp my plans. And what better way to have somepony else to deal with her, and not get my own hooves dirty."

"You fiend. I WILL find a way to free myself, and the others, and bring you down." Celestia said, with determination.

"You'll try, and you'll fail. It's over." Chrysalis gloated.

Suddenly, the door of the brig opens, and another figure steps into the room. As Chrysalis and Celestia look up to see who had entered, Megatron simply eyes the two, as he calmly walks up to them.

"Chrysalis," the Decepticon leader addressed the Changeling queen, "Leave us. I have some rather, important matters to discuss with the princess."

"Surely you don't expect me to leave you alone with her." Chrysalis replied.

"I said LEAVE US!" Megatron commaned again. "You are aboard MY ship, and therefore, I am in command! Now take your leave, and vacate immediately!"

Chrysalis, seeing that Megatron will not be detered, simply nodded.

"Very well, Oh gracious Lord Megatron."

With that, Chrysalis exits the room, as the door closes behind her.

As Chrysalis walks out into the hall, she is greeted by another one of her Changeling guards.

"My Queen." The guard said to her, "Canterlot is ours. The population, as well as the dignitary guest from their ball are now our prisoners. We are holding them in the castle dungeon. Your throne awaits."

He then bows to her.

"Well done, my child." Chrysalis replied to her minion, "Now that we control the Capital of Equestria, my ambition only grows. Once Celestia and these accursed Autobots are dealt with, we shall find a way to rid ourselves of Megatron and these Decepticons as well, and take this mighty vessel for ourselves. Megatron has proven himself to be quite the powerful ally. However, his arrogance, pride, and bigotry towards all not of his kind will eventually turn him into a most dangerous enemy. We must play our cards right, and strike when he least expects it. We will destroy Megatron, and claim this flying fortress as our own mobile palace. We can then mobilize our hives, and spread across the entire world, consuming all the love Equestria has to offer."


Back inside the brig, Megatron stares at the Celestia's cocoon, still hanging from the ceiling next to Luna's.
He then addresses the imprisoned Alicorn Princess.

"A new power currently dominates your world, princess. But we do not have to be adversaries." Megatron said.

"What do you want from us, Megatron?" Princess Celestia demanded.

"Only for a means, for us to return to planet Earth. We Decepticons never meant you ponies any harm." He stated.

"Never meant any harm?" Celestia was disgusted, "You attacked my home, terrorized my citizens, and took me prisoner! If you truly claim that you never intended to wage war with us, then you will release my sister and I, and restore us back to our proper positions as rulers of our kingdom."

"Ah, my dear Princess Celestia," Megatron began to say, "I admit that war brings out the worst in me, and has indeed clouded my judgement. But our main focus, was defeating Optimus Prime, and his Autobots. The conflict is now over with the Autobots dealt with, and our quarrel has never been with your kind. Now that the true enemy of the Decepticons are defeated, my one true desire, is to leave your world, peacefully."

Celestia wasn't buying it.

"Don't try any of your games on me. I know you can't be trusted." The princess responded. "I won't fall for your deceptions and lies. Allying yourself with Chrysalis was also folly. She will eventually betray you."

"Oh I already am aware of that, which is why I have a proposition for you." The Decepticon bargained.

"What do you mean?" Celestia asked, suspicious of his actions.

"I originally allied myself with her, so that she could send us back to Earth with her, magical abilites. But I do not trust the witch. Instead however, perhaps YOU can perform the spell and return us to our proper home. Think of it, we'll be out of your way, and never set foot on your planet ever again. Agree to this bargain, and I will see to it, you and your dear sister, are properly reinstated as rulers of this world."

"And what of Optimus Prime?" Celestia demanded to know.

"He will be my prisoner of war, and eventually executed for war crimes against the Decepticons." Megatron answered.

"No deal!" Celestia said defiantly, "I will not allow you to harm him or any other members of his team. The Autobots are my dearest friends, and I will not agree to terms that will doom them. And as much as I want you OFF of Equestrian soil, I also refuse to allow another world to be subjegated to your tyranny. I won't sacrifice another world full of innocent lives just to safeguard my own. I don't bargain with Megalomaniacs. We will find a way to defeat you on our own so that no other world will fall to your evil!"

"Foolish decision, princess." Megatron said to her, "If that is the case, then your skies will rain molten steel, and fire. Your land and cities will be reduced to ashes, and finally, once all hope has been extinguished, the blood of your citizens, will flood the street. You will regret defying me!"

Megatron then gives Celestia a hard glare, then laughs evilly.

"You should have taken my offer, but now, you will witness your world's dismemberment."

With that statement, Megatron leaves the room. Celestia was left, to lament on her decision.

"Oh Luna..... Have I made the right decision? Have I doomed us all?"

"Princess?" another voice said, from behind the wall.

"Optimus? Is that you?" Celestia asked, with a glimmer of hope shining in her heart.

"Yes, it is I." Optimus answered, from the brig next to her's. "Are you injured in any way?"

"I'm still quite healthy, thank you." Celestia answered, now with a slight smile. "Oh Optimus, I hope I didn't just make a mistake. As tempted as I was with Megatron's offer of leaving my world, I just couldn't agree to his terms. I just won't be able to live with myself if I doomed the population of another world just to save my own. But now, I may have just destroyed all of Equestria. Oh, my poor little ponies. Please forgive me."

"You are a wise ruler, Princess Celestia." Optimus said, "For you to lay your own world on the line to save countless billions, and to oppose Megatron, took great courage. I commend you for your decision, and your bravery. You are indeed, a Just monarch of your world. Wishing to make a stand here and now, instead of risking the lives of those you never met shows that you are indeed selfless, and compassionate. I am honored to have you as my friend."

Princess Celestia, hearing these touching words, could feel tears welling up in her eyes. She knew Optimus was right, they had to make a stand here and now. To stop Megatron's rampage through the cosmos.

"And if anyone should be asking for forgiveness, it should be me." Optimus stated.

"What? Why?" Celestia asked.

"It was our presence here, that brought ruin to your kind. Do to my carelessness, the War for Cybertron has now spread to your world. Equestria is peaceful, and it's inhabitants should never have been dragged into our conflict. Our very being here on your world, has caused suffering and destruction. I have brought war to you, and for that, I cannot begin to express how sorry I am. I never intended for this to happen, to anyone. Cybertronian, Human, or Pony."

Princess Celestia could hear the guilt, and sorrow in the Prime's voice. She was moved by his words.

"Oh Optimus, please, you must not blame yourself. This wasn't your fault. On the contrary, I am rather glad you came to Equestria even if it was by accident. Meeting someone like you has truly been a great joy and honor. You have become one of my dearest friends. Together I know we will prevail, and end this evil that plagues our land."

"I agree, your highness. We WILL stop Megatron, and Chrysalis, no matter the cost."


As Rainbow Dash galloped at top speed back to Ponyville, the pain in her wings were no longer as intense. Seizing the moment, the pegasus then took to the skies. From the air, Her eyes frantically scanned the streets for any of her friends, or Autobots in the area. Then, she spots Applejack, also running as fast as she could, through the town.

Quickly, Rainbow Dash swooped down to greet the cowmare. Applejack, also in turn, spotting the pegasus, began to run in her direction.

Soon they reach each other's positions, as Dash lands in front of the cowmare.

"Rainbow Dash!" Applejack happily cried out. "Am I glad to see you!"

"AJ!" Rainbow Dash called out.

"I NEED YOUR HELP!" the two mares shout in unison towards each other.

"Huh?" Rainbow Dash said with confusion. "You need MY help?"

Applejack was also equally concerned and puzzled.

"And you need mine? What happened Sugarcube? Ya better start from the beginnin'."

"Well, Arcee was helping me practice for the Running of the Leaves, when this creep showed up. And you're not gonna believe me, but he was a DECEPTICON! Some jerk calling himself Dreadwing. He attacked us, and took Arcee prisoner. That's why I need to find the others. I came looking for help, and you're the first one I ran into."

Applejack's jaw dropped. She couldn't believe what she heard.

"Ok, now you!" Rainbow Dash said.

"Alrighty, here goes..... Big Macintosh, Apple Bloom, and I were doin' our usual farm work, when these giant bug monsters attacked. Turns out they're these varmints called Insecticons. A type of Decepticon. Anyways, the Cons tried to smash us, but that's when good ole' Bulkhead came in to save us. We tried to help the big lug, but he used some kinda sleepin' gas to knock us out so we wouldn't get in the way. When I came to, I saw them nasty Cons take him away through some funky lookin' green portal. Big Macintosh and Apple Bloom are still snoozin' right now."

Rainbow Dash also was at a loss hearing Applejack's encounter.

"Oh no. We gotta do something. Arcee was also dragged through a weird looking green portal too. We have to save them! Come on, last I heard, Smokescreen is the closest Bot. I think he's still at Sugarcube Corner with Pinkie Pie." Rainbow Dash said.

"Then there's no time to waste. Let's find em'." Applejack agreed, as they both took off towards the bakery.

As they finally reach Sugarcube Corner, Applejack frantically knocks on the door, until Carrot Cake answers.

"Mr. Cake!" Applejack addressed the Earth Pony baker, "We gotta talk to Pinkie Pie and Smokescreen. Are they here?"

"Sorry Applejack," Carrot Cake replied, "But I saw Pinkie go off with Smokescreen in a hurry. It looked like they were in some kind of rush. Wish I can help you more."

"Great, now what?" Rainbow Dash moaned.

"Well, thanks anyway Mr. Cake. Sorry to have bothered ya." Applejack politely addressed the baker.

"It's alright. Have a nice day." Carrot Cake said as he closes the door.

"I know, Let's get to Canterlot. Optimus and Twilight are there!" Applejack said, with a smile on her face.

"Yeah, GREAT IDEA!" Rainbow Dash agreed. "There's no time like the present! Let's go!"

As they make a mad dash towards the train station, they hear what sounds like an engine roar. From the distance, a motor vehicle sped towards the town, then screeches to a halt right in front of the two ponies. It was Wheeljack.

"FINALLY! An Autobot!" Rainbow Dash shouted.

They see the door open, as Sweetie Belle exits. The young filly looked horrible. Her mane was all messed up and ruffled, she was covered in dirt, and small cuts and bruises, and her eyes were stained with tears.

"Sweetie Belle! What happened? You alright, Sugarcube?" Applejack said as she quickly rushed over to the filly, who quickly burst into tears.

Wheeljack then opens his driver side door, and his severed arm falls out. He then transforms, with much difficulty due to his injuries into robot mode.

"What happened to you two? Did you have a run in with the Cons too?" Rainbow Dash asked in concern.

"Cons? So you know already....." Wheeljack stammered, as he limped towards the two ponies.

"Oh no, Wheeljack, your arm!" Rainbow Dash said, as Applejack looked on in shock.

"What, this? Pfft... I've had worse." Wheeljack bragged. He then sits down on the ground. "But right now we have another problem. It's Rarity... Soundwave, Megatron's psychotic mute lapdog, nabbed her. I came back here to see to it that Belle gets home safe, then I'm finding the other Bots, Bulkhead preferrably, and staging a rescue mission."

"They took Rarity??!!!" Rainbow Dash shouted in shock.

"What about your injuries?" Applejack asked. "And poor Rarity, We gotta save her!"

"I'm a Wrecker, I can handle it." The Bot answered.

"Poor Sweetie Belle...." Rainbow Dash said as she looked on in concern. "Don't worry, we'll get her back."

Sweetie Belle continued to sob as Applejack held her tightly.

"It's ok, Sugarcube, Everything's gonna be alright. We'll save her, just you wait." Applejack attempted to comfort the unicorn filly.

"Where's Bulk? I need his help." Wheeljack asked.

"Well, we kind of have a big problem...." Rainbow Dash said, as she began to explain the bad news to the Wrecker.

"WHAT???? You gotta be yanking my chain!" Wheeljack shouted, now being up to speed with what happend to Bulkhead an Arcee. "Those stinkin' Cons ambushed us. They were waiting just for the right time to strike."

"So now what?" Rainbow Dash asked.

"We find the commander and chief, We find Optimus." Wheeljack answered. "We have to save the others, and Rarity!"

Just then, they see what appears to be four figures running along the tracks of the train station. As the four ponies got closer and closer, Applejack and Rainbow Dash can make out that they were Twilight Sparkle, Shining Armor, Princess Cadance, and to their surprise, and disgust, Trixie, heading their way.

"It's TWI! Thank Celestia!" Applejack shouted as she, Sweetie Belle, and Rainbow Dash run up to the unicorn.

However, Twilight looked like she had been through Tartarus and back. Her once beautiful dress was now in shreds, and her fur and mane, covered in dirt and sweat. Shining Armor and Cadance also didn't look any better either. Trixie also looked like she had been dragged through the Everfree Forest. The four were exhausted and out of breath when they were greeted by Dash and AJ.

"Twilight, what happened to you?" Rainbow Dash looked on in concern.

With tears in her eyes, Twilight Sparkle threw her forelegs around the pegasus, and embraced her in a hug.

"Oh Rainbow Dash, it was horrible! First, the Changelings infiltrated the Gala, and took everypony prisoner. Then something even worse happened. The Decepticons showed up. They're here, IN EQUESTRIA! Megatron himself defeated Princess Celestia, and Optimus was taken down by Queen Chrysalis. Princess Luna has also been kidnapped. Shining Armor, Princess Cadance, Trixie, and I barely made it out of Canterlot. The rest of the dignitaries and guests are being held hostage. Canterlot..... has fallen."

Hearing this shocked her friends, as Wheeljack simply gritted his teeth, and clenched his only fist left.

"Megatron's gonna pay for this!" the Wrecker shouted.

"I need to find the other Bots." Twilight said, as she then noticed Wheeljack who was banged up, and missing an arm.

"Oh no! What happened?" Twilight said in concern as she observes Wheeljack's injuries.

"I'll fill you in on everything." He replied.

"But one more thing..." Rainbow Dash added, "What's SHE doing here??!!" Dash pointed a hoof at Trixie.

"Easy, Rainbow Dash," Princess Cadance interrupted, "Trixie helped us escape. She's on our side."

"Well, I don't trust her." Rainbow Dash replied, as she shoots the showmare a dirty look.

"I don't blame you." Trixie replied, "Yes, Trixie did indeed do horrible things to you, and this town. It feels awkward for me to be here again. But The Great and Powerful Trixie has no desire to see Equestria fall to the Changelings and those metal space monsters."

"We don't need your help." Rainbow Dash stated flately.

"Rainbow Dash, I know you don't like this, but we need to put aside our differences." Twilight pleaded. "All of Equestria is in danger, and we need everypony to be united against this evil."

"Fine." Dash replied, rolling her eyes in reluctance.

"Look, girls now's not the time for us to be arguing with each other." Shining Armor interjected, "We have bigger things to focus on."

"He's right." Applejack agreed. "Like how are we gonna save our friends, and stop the Cons and Changelings?"

"So what happened to you all?" Twilight asked in concern.

"Well, it went like this, Sugarcube....." Applejack then fills her in on everyone's stories.

After the cowmare finished her explaination, Twilight, Cadance, Shining Armor, and Trixie were dumbfounded and shocked.

"Oh no! Rarity! Arcee! Bulkhead!" Twilight said, "We have to do something."

With that Sweetie Belle continued to cry, while Wheeljack looked at her, with worry.

"This is all my fault!" Sweetie Belle stated, "I should NEVER have messed with that Energon Crystal. It would never have opened the portal, and those Decepticons would never have taken Rarity away!"

"Sweetie Belle, please don't blame yourself. You had no idea this would happen. Nopony holds you responsible for what happened." Twilight tried to soothe the filly's guild.

"Still, I brought them here. If anything happens to my sister, it'll be on my hooves." Sweetie Belle cried.

"Hey, you also brought me here right, Belle? You got to meet me, and we had some of the best times." Wheeljack said, "I never would have met you if you hadn't opened that portal."

"Yeah, I guess you're right." Sweetie Belle sniffed, "And you ARE pretty awesome, Uncle Jackie. I'm glad I met you too."

"Don't worry about a thing Belle, Like I said, I made you a promise, and a Wrecker ALWAYS keeps his word. I'll bring Rarity back home safely, and make the Cons regret they ever messed with your sister."

Sweetie Belle, then cracks a small smile, and hugs the Wrecker's leg.

"Thank you Uncle Jackie. You're the best Autobot!"

"Sure kid."


As the group begins to converse on a plan of action, they then see Fluttershy and Pinkie Pie running towards them.

"Fluttershy! Over there! I see them!" Pinkie Pie beamed, as she and the timid pegasus then greets the rest of the group.

"Pinkie! Flutters!" Rainbow Dash happily shouted, "You two are alright! I was wondering where you were."

"We're A-OK Dashie!" Pinkie said as she hugs the blue pegasus.

"Pinkie..... Can't breathe...." Dash gasped.

"Oops, sorry."

They then see another large figure heading towards them. it was Smokescreen, carrying a badly injured Bumblebee on his back, in piggyback fashion.

"Girls, we need your help. It's Bumblebee. He's hurt, and badly." Fluttershy pleaded to the others.

"Oh no!" Princess Cadance gasped as she sees Smokescreen finally reach the others, as Bumblebee mangled form can be seen.

"Bee took a pretty nasty spill back there. The Cons did a number on him. He needs treatment, and fast!" Smokescreen stated. He then sees Wheeljack, also in bad shape.

"Wheeljack! Don't tell me.... The Cons attacked you too huh?" Smokescreen said to the Wrecker.

"I'll live," He answered, "I'm more worried about the scout. We gotta do something to help him."

"We gotta find Optimus. Once we get Bumblebee the help he needs, I think you and I need to head to Canterlot." Smokescreen said.

"Yeah, about that, kid......" Wheeljack explained to the rookie.

Once again, filling in Pinkie, Smokescreen, and Fluttershy, as Bumblebee also listened in, they were all shocked with disbelief.

"You gotta be kidding me! They got Optimus?" Smokescreen, still in shock, responded.

"Yeah, the stinkin' bugs that we chased off in the forest when we first got here helped the Cons take the Capital, and beat the princess." Wheeljack stated

"So now what?" Smokescreen asked.

"We get Bumblebee the help he needs." Fluttershy answered.

"Hey, Uncle Jackie..." Sweetie Belle said to the Wrecker, "Can't you fix him up? I mean, you're always fixing your spaceship right?"

"Totally different, Belle." Wheeljack replied, "Patching up an inanimate vehicle isn't the same as treating a Cybertronian. We're living machines. He needs a doctor, not a mechanic."

"Then there's no time to lose." Twilight stated.

The group then quickly made their way to the Ponyville Hospital.


Outside of the Hospital, a giant makeshift medical tent had been set up for Bumblebee. About two hours had passed as the doctor ponies began to assess what they could do for the Autobot. Finally a white Earth Pony mare with a medical cap, pink mane, and a red cross cutie mark stepped out from the curtain.

"Nurse Redheart," Twilight called to her, "How is he? How's Bumblebee doing?"

"Well, we did all that we could. I'm afraid we're just not familiar with Cybertronian physiology." Nurse Redheart replied.

"I figured that'd be the case." Wheeljack stated.

"You look like you need treatment as well." the nurse said to the Wrecker.

"Oh Bumblebee...." Fluttershy said, with tears in her eyes, as Applejack placed a hoof on her back to comfort her. "I don't know how to help him."

"I'm afraid your world's doctors can't do much else for him." Smokescreen said to the yellow pegasus. "The only one who can help him now, is back at home. We need Ratchet."

"Who?" Pinkie Pie asked.

"Ratchet. He's our team's medic. I sure wished he was here right now. We could REALLY use his help." Smokescreen replied.

"Hmm...." Twilight said, while scratching her chin with her hoof, "That just MIGHT be possible!"

"How, Twily?" Shining Armor asked.

"Well, I've been studying the spell ever since Princess Luna found it. I've been reading the incantation day in and day out."

"But isn't the spell book still back in Canterlot?" Trixie asked, "And there's no way we can go back there now."

"Not exactly..." Princess Cadance chimed in, as she suddenly pulls out a book. "I have it RIGHT HERE!"

"Cadance, YOU'RE THE BEST!" Shining Armor said to his wife, as he picks her up and twirls her around. Cadance giggles, as he puts her back down.

"I was able to snag it before I headed to the Gala. Good thing I did." Cadance explained.

"Then there's no time to lose. I have to perform it now, or Bumblebee will never make it." Twilight said as she begins to flip through the pages.


After a group of volunteer ponies built a giant wagon like stretcher for Bumblebee to lay on, Twilight Sparkle, along with five of the mane 6, the remaining two Autobots, Trixie, and the Royal Couple of the Crystal Empire stood firm at Ponyville's town square. Big Macintosh and Apple Bloom had since woken up, and were filled in on what happened, along with Scootaloo, where all three of the Cutie Mark Crusaders were reunited and also present at the town square.

"Ok, here goes." Twilight stated, as she began to chant the ancient incantation.

It was in a language that no one but the princesses and Twilight could understand.

As Twilight continued to chant, her horn then begins to give off a brilliant glow. Then from the tip, it shoots a purple beam forward, and seems to rip open the air in front of her, creating a large swirling purple vortex.

"YA did it, Sugarcube!" Applejack cheered.

"Finally, Bumblebee, we're going to get the help you need." Fluttershy said to the injured Bot.

Bumblebee weakly responded in his electronic tone.

"Shhhh, don't speak. Save your strength." She said to the bot.

Suddenly, the portal began to destabilize.

"I.... I can't control it!" Twilight shouted as she struggled to keep it open.

"Come on Twilight, if anypony can do this, it's you!" Rainbow Dash encouraged her.

"That's right." Smokescreen added, "Do it for your Princess, and do it for Optimus!"

"I can feel it slipping. I won't be able to keep it open for long. I need more power!" Twilight shouted.

Right as the portal was about to collapse, suddenly, a pink aura surrounded the portal, and it began to stabilize again. Twilight looks to her right, to see Trixie, using her magic to help.

"Trixie?" Twilight looked on at her former rival.

"Well, this IS the fate of the entire world after all. Still, I can't have you hogging all of the spotlight." Trixie replied smugly,

"Thank you, Trixie. I think." Twilight said to her while thankful, but slightly annoyed by her obvious self boasting.

With Trixie's help, the portal finally opens properly.

"Alright, this is it. It's time to go through." Twilight said as she took charge.

"And we're right here with ya." Applejack said.

"Good Luck Twily. Come back safely." Shining Armor said, as he and Cadance waved.

With that, Twilight Sparkle, Applejack, Rainbow Dash, Pinkie Pie, Fluttershy stepped into the portal. Following them was Wheeljack, who quickly gave a nod to Sweetie Belle, and the rest of the Crusaders.

"Well, here we go Bee. We're heading home." Smokescreen said, as he wheels Bee's stretcher into the portal.

It soon closes, as Shining Armor, Cadance, and Trixie look on.

"I believe in you, Twilight." Cadance said, as she looked into the sky with a new hope.

Chapter 16

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Jasper Nevada, Outpost Omega One, The Autobot Base.....

"It to had to Have been something!" Ratchet yelled. "A Wormhole...A Black Hole.. ANYTHING!"

"A purple swirly Black Hole with pixie dust around it?" Miko asked skeptically, causing the Autobot medic to glare at her with annoyance.

"Miko, that's NOT helping." Jack said, pulling her back.

It had been over two weeks, and Ratchet's frustration was at it's boiling point. He had run down every possible explanation, every scientific probability, every rational solution and still no answer to what that vortex was, where it came from, where it had taken them, and most importantly how to get them back.

Adding to the mystery, was that there had not been any Decepticon activity since the incident as well. Raf had been scanning the computers and there was no sign of the Nemesis. Agent Fowler had been in touch with all his contacts and so far no sign of a Vehicon, Insecticon or any of the major crew.

Jack was starting to get really worried. Where Could Optimus, Arcee and the others be? Were they even still alive? And if so was there any way of bringing them back. He walked over to the couch where Raf and Miko were having a what appeared to be a heated discussion.

"Miko," Raf stated, "I know in the past year We've seen some pretty wild things but even that sounds...."

Miko cuts him off.

"Well You and Ratchet have already ruled out every Scientific explaination." Miko said to the young boy.

"Guys! What are you talking about?" Jack interrupted.

After an awkward and uneasy talk, They came to an agreement and decided to discuss it with Ratchet.

"Um Ratchet." Jack asked. He knew the Autobot wasn't going to like this one bit, "Raf, Miko and I have been doing some thinking and......Well, I know this is going to sound insane but..... What if that vortex didn't have anything to do with Technology or Science?"

"What are you getting at?" Ratchet asked in an annoyed tone.

"Well....." Jack nervously stammered.

"What? That some MAGICAL hole just opened up out of nowhere, and sucked everyone through?"

"Well, yeah." Raf replied.

"Rafael," Ratchet said in a disappointed tone, "I can't believe, that YOU, of all humans, would believe that anyone other than a Prime, can harness mystical, or magical energies. Even a protoform would know this."

The three children simply looked at the Autobot medic, shrugging. Ratchet simply sighed, and resumed his work, as Agent Fowler, and June Darby walked in.

"Still no luck, Doc?" Fowler asked.

"Unfortunately, no." Ratchet replied.

"Don't give up, I know you can do it." June encouraged him.

Suddenly, the alarm began to to buzz.

"What's going on?" Raf asked in concern.

"Everything's going crazy, all of a sudden!" Miko blurted out.

The instruments on Ratchet's computer console then began to detect something.

"I'm getting a strong energy signature." The Autobot reported. "And it seems to...... By the Allspark! It matches the previous vortex! And, it's being directed..... AT OUR GROUND BRIDGE!

"What??" Agent Fowler said, concerned.

"Are they coming back??!!" Miko excitedly jumped.

Suddenly, something strange began to happen to the Ground Bridge. It had activated itself without anyone operating it.

"It opened on it's own?!" Ratchet said as he and the humans looked at it.

"Are we under attack?" Jack asked, as June quickly stood in front of him, wanting to protect her son.

Agent Fowler quickly instructed both Raf and Miko to stay behind him, as Ratchet extended his blades in case anything hostile emerged from the portal.

Then, a sound could be heard from the opened portal, noises of what sounded like the galloping of hooves.
Then, not long after, a small, and strange looking horse like creature emerged from the ground bridge.

Everyone present was surprised, shocked, and dumbfounded at what they saw.
Both Jack and June had to do a double take, Miko's jaw dropped, Raf's eyes widened, and Agent Fowler looked like he was having a heart attack.
As for Ratchet, he was completely flabbergasted, and was at a loss for words.
The little purple equine, seemed very disoriented.

"What in the name of Benjamin Franklin's Kite, is THAT??" Fowler asked, completely confused at what he was looking at.

"I, have NO clue." Raf answered.

"It looks like a pastel colored horsey." Miko replied, "Weird!"

"I've never seen anything like it." Jack commented.

"It could be dangerous, stay behind me Jack." June instructed.

"Wait.... IS THAT A HORN and WINGS!?" Miko shouted, noticing the horn on her head and wings on her back. "It's a winged Unicorn!"

"Unicron??? What does this have to do with Unicron?" Ratchet asked. "Optimus defeated the Chaos Bringer some time back."

"No, Not Unicron, UniCORN! You know, magical horse with a horn on it's head, prances around all sparkly." Miko explained.

"In all my years of traveling the cosmos. I have never seen quite a creature, such as this!" Ratchet added.

Suddenly, the eyes of the little equine spots Ratchet, and to more of everyone's surprise, the little horse creature spoke to the Autobot.

"Are you Ratchet? I need your help!" She called out the the Autobot, "Optimus is in trouble, and Bumblebee needs serious medical attention.... The Decepticons have attacked, and our world is in desperate need for assistance!"

She then sees the humans assembled in front of her. These beings looked exactly like the inhabitants of the parallel dimension, and how she herself appeared during the time when she entered the magic mirror.

"Oh my, have I returned to the mirror world? But it hasn't been thirty moons yet, nor did I travel through the mirror portal." Twilight said to herself. She then looks at her own body. "Hmm... Looks like I'm still a pony. I suppose not then..."

"It, SPOKE!" Raf shouted.

"I definately need to lay off on the chilidogs after midnight." Fowler said to himself.

"Guys! It just said something about Optimus, Bumblebee, and the Cons!" Jack pointed out.

He then slowly approaches the the purple equine.

"Hey, it's ok, we won't hurt you." Jack reassured it, "Can you tell us what happened, about Optimus and the others? Do you know them?"

Then more sounds of galloping could be heard, as four more ponies suddenly step out of the portal.
One was pink, with a poofy mane, while another was blue, with a rainbow colored mane and tail. It also had wings. Another one was orange in color with a blonde mane, and wore cowboy hat on it's head. Finally, a yellow one also possessing wings, with a pink mane and tail.

"There's more?" Raf stated. "I don't know what to make of all this."

The four new ponies also began to survey their surroundings in confusion.

"This is the Bots' home? Kinda dreary if you ask me." The blue, rainbow maned one said.

"First, giant transforming robots, now, talking candy colored horse-things." Fowler muttered to himself, "I'm getting too old for this."

"I don't know." June added, "They're actually kind of cute. They remind me of those little pony figurines I used to collect when I was a little girl."

"Do not let appearances fool you, Nurse Darby." Ratchet warned, "It can be a cover for something dangerous."

"Pfft." Miko scoffed, "What's so dangerous about a bunch of rainbow colored horses?"

"Ponies!" the pink one shouted. "We're not horses!"

"Ok, ponies." Miko corrected herself.

Then from behind the ponies, a loud sound of an engine could be heard, as well as tire screeches. A familiar car then emerges from the portal, and transforms into robot mode.

"WHEELJACK!" Miko happily called to the wrecker. "You're back!"

But her happiness was cut short, when she saw him carrying his severed arm in his left hand.

"What happened? You ok?" She asked.

"I'll be fine. Good to see you too, junior Wrecker." The Bot said, as he walks up to her. "I see you met our new buddies."

"Where's Arcee, Optimus, and the others?" Jack asked.

"Long story, but right now, we got a situation." Wheeljack explained. "Smokey should be here any minute now."

Right on cue, something else came through the portal, just as it closes.

"PHEW! Made it just in time." Smokescreen said as he pushes a large wagon like stretcher with Bumblebee lying on it. "We did it Bee. We're home!"

"Bumblebee! Smokescreen!" Raf called as he runs up to them.

"Ratchet, we need you, NOW!" Smokescreen called to the medic.

The doctor quickly ran up to the injured scout, and began scanning him.

"No.... Bumblebee has suffered extensive damage, and he's in critical condition. If I don't act now, he'll never make it. I need him over in sickbay, IMMEDIATELY!" He ordered.

"On it!" Smokescreen replied as they both wheel him into the infirmary.

The humans, ponies, and Wheeljack look on, as both Smokescreen and Ratchet rush over to sickbay, as his treatment begins.


After Bumblebee's situation had been handled, it was time for explainations.

"So, what are you?" Jack asked the purple pony, who he deemed the leader of the group as the others seemed to rally to her.

"I'm sorry for not introducing myself earlier. My name is Princess Twilight Sparkle. I was once the librarian of my town before my coronation, and the personal student of our ruler, Princess Celestia." She explained.

"Seriously? Twilight Sparkle?" Miko muttered, "How girly can you get?"

"Not helping." Jack said to the girl. "You're a Princess? So you're a ruler?"

"Not exactly...." Twilight answered.

"Let me handle this. My name is Special Agent William Fowler of the United States government." Fowler introduced himself as he pulls his ID badge out of his coat pocket. "I'm here as a representative of my country, my planet, and my people."

"A pleasure sir." Twilight politely replied. "Sorry, it's just that, my diplomatic skills are a bit rusty."

"Now you said something about Prime and his team, and you also mentioned the Cons." Fowler addressed her.

"Yes, about that. Optimus and his team showed up in our world, Equestria, about two weeks ago through some mystical accident. At first we were very surprised to meet visitors from another world, some of us were even frightened by them. But eventually they became our friends. Some of the best actually. But then, Megatron attacked. It turns out, the Decepticons were also brought to our world through the same accident." Twilight told the humans.

"That would explain the lack of Con activity for the past few weeks." Raf inquired.

"So, what happened next?" June asked.

Twilight, then took a deep breath, and continued her story.

"It was horrible. Each of the Autobots were ambushed by one of Megatron's top henchmen, and Optimus and our ruler, Princess Celestia were beaten by Megatron himself. Princess Celestia's sister, Princess Luna, the co-ruler of Equestria, was also kidnapped by his new accomplice, a native to our world who tried to conquer our kingdom before. Queen Chrysalis, ruler of the Changelings. Our friend, Rarity was also captured."

"Is it just me, or are their names getting weirder?" Miko muttered to Raf, who shushed her.

"Yep!" Applejack replied, "Them's Changlings are some of the nastiest buggers around."

"A cowgirl pony? Now I've seen everything." Miko said.

Applejack then looks at Miko with a curious expression. She then squints her eyes a bit. There was something familiar about this girl. Then it hit her.

"Oh my stars.... YOU'RE MIKO!" She shouted.

"Huh?" Miko said in confusion. "How'd you know my name? You some kind of spy?" she asked, while pointing a finger at her suspiciously.

"Why, Bulkhead told me all about ya!" Applejack answered.

"BULKHEAD!" Miko called out. "Is he OK? What happened to him?"

"Well, I don't know how to tell you this, sugarcube, but, he got snatched up by those Insecticon varmints." Applejack anwered, taking off her hat, and placing it on her chest. "I wished I could have done more."

"No, Bulkhead." Miko said sadly.

"By the way, Name's Applejack. It's nice to meet a mutual friend." The pony said, while extending her hoof.

"Cool beans." Miko replied as they shook hooves/hands.

"So what are these, Changelings?" Agent Fowler asked.

"Nasty buggers." Wheeljack answered, "They're surprisingly tough for their size."

"They're big bad meanies!" Pinkie Pie added. "Hi, I'm Pinkie Pie! And I love meeting new ponies, even though you're not ponies, but hairless monkeys. What was it Smokescreen called you again? Oh, that's right, HUMANS! You guys are my new friends, and I LOVE making new friends! I'll throw the biggest party....."

Rainbow Dash then quickly shoves her hoof into Pinkie's mouth to make her stop talking.

"Sorry about that, Pinkie can get a little, hyper when meeting somepony, or someone new. And I'm Rainbow Dash. Fastest flyer in all of Equestria."

"She seems.... Energetic." June replied.

Twilight Sparkle then uses her horn, and similar to what Trixie did once, she projected a screen from it.

The humans were dumbfounded and surprised by this.

"Whoa! How'd you do that?" Miko asked.

"It's magic." Twilight answered.

"You mean, real magic? As in Hocus Pocus?" Miko asked again.

"Of course. But I take it, magic doesn't exist here, does it?" Twilight then sighed, "Just like that other dimension similar to this world when I was turned into a human like you guys."

"Come again?" Miko said with a confused look.

"That's a story for another time." Twilight replied.

"Since Magic isn't really our forte, we rely more on science and technology." Raf explained, "Though according to Ratchet, the Primes of Cybertron can have some form of mystical power."


As the projection image finally focuses, multiple images of Chrysalis, and her changelings appear on it. It shows them shapeshifting into other ponies, and their previous attacks on Canterlot.

"Overgrown bugs. Great." Fowler moaned.

"I came here in hopes to not only see that Bumblebee gets the proper treatment for his injuries, but also to seek help in saving the others and freeing our world from this evil that looms over us. Please, will you help us? I know I just met you, but I also know that the Autobots are your friends."

"Of course, especially if Arcee's in trouble." Jack answered. "What do you say, Agent Fowler?"

"Getting Prime back to Earth has been our priority for the past few weeks. Don't worry, we'll do what ever we can. I owe the Bots my life, and it's time I returned the favor." Fowler replied.

"So does that mean?" Twilight said with a glint of hope in her eyes.

"That's affirmative." Fowler said. "We'll do everything we can to help you."

"Oh, thank you, THANK YOU! We're in your debt." Twilight beamed.

Pinkie Pie, Applejack, and Rainbow Dash also cheered together after hearing their decision.

"General Bryce is really gonna have me restrained in a straightjacket and lock me in a padded room after I give him this report on talking unicorns and pegasi." Fowler then muttered to himself.

"Guess it's hero time again, huh Jack?" Miko said to him.

Hearing that name however, Rainbow Dash's ears perked up. She then flies up to him, startling the human boy.

"Wait, you're Jack?" She asked.

"You, know me?" He asked.

"Arcee told me about you." Dash answered him, "She's one of the coolest Bots ever. She had a message she wanted me to tell you if I ever ran into you. Funny, I thought you'd be an Autobot."

"What did she say?" Jack asked.

"To let you know, you're one of the best friends she ever had." Dash finally told him.

Jack was at a loss of words. He never imagined Arcee thought so highly of him.

"Wow, she.... really said that?" Jack asked, slightly in disbelief.

"Straight out of her mouth. She seems to care about you a lot."

June hearing this, puts a hand on her son's shoulder, and smiles warmly at him.

"Hey, Rainbow Dash, right?" Jack addressed the pony.

"Yeah, that's me." She replied.

"Umm, I just want to say. Thank you."

"For what?"

"For being there for Arcee. For being her friend throughout this whole thing." Jack said to the pegasus.

"Heh, Don't mention it. It was totally awesome having her around." She replied.

"Arcee was captured, wasn't she..." Jack muttered.

"Yeah, but don't worry, we'll free her." Dash replied.

Rainbow Dash then realizes something.

"Hey, where's Fluttershy? I haven't seen her around since we got here."

"Dashie, she's been hiding behind those crates the entire time. She won't come out." Pinkie Pie answered.

They look over to a pile of stacked crates, where a pink tail could be seen sticking out.

"Flutters, there you are! Come on out. Don't worry, nopony's gonna hurt you." Rainbow Dash called to her.

All they could hear was wimpering.

"You kinda have to forgive her. Fluttershy panics real easily." Rainbow Dash explained to the humans.

"I, see." Raf replied.

"Come on! Stop being such a scardy-pony, and come out!" Rainbow Dash shouted, as she began to pull on her tail.

"NO! Leave me alone! There might be big scary monsters on this world!" Fluttershy complained.

"Let me try." June said as she walked up to the crates.

June then slowly walks to the other side, and sees Fluttershy's face, as it was covered by her hooves.

"Hey, it's alright. No one here is going to hurt you. We're all friends here, like your Pink friend there said." the nurse reassured her. "My name is June, and I would like to be your friend."

Fluttershy made several squeaking noises, as she looked up at the human.

"It's alright, there are no monsters here. I know, I live on this world. Now will you please come out? I won't hurt you, on the contrary, I'm a nurse."

"A nurse?" the timid pegasus asked.

"That's right. I help people, and in your case, ponies." June said to her.

"Well, ok." Fluttershy responded, as she slowly crawled out from behind the crates.

As they both walk up to the others, Fluttershy then sees Raf.

Her eyes suddenly widen and enlarge, and a huge smile appears on her face. She immediately rushes over to him, catching Raf offguard, and scoops up the surprised boy into her hooves.

"OH MY GOODNESS!" She squealed happily. "You're the most cutest thing I've ever seen!"

"Huh???" Raf muttered out, dumbfounded.

"You're just SOOOO ADORABLE!" She said, hugging him tightly. "Why you must be a baby human."

"Please, put me down." Raf begged.

"I'm sorry." She apologized, as she set him down.

"One more thing, I'm not a baby, I'm Twelve....... and a quarter." Raf said to her.

"Oh, I'm so sorry. I guess I got a bit carried away. I'm Fluttershy, what's your name?"

"I'm Rafael, but you can call me Raf."

Hearing this name, Fluttershy suddenly widened her eyes again and smiled.

"You're Raf??? Oh it's so good to actually meet you. Bumblebee told me all about you."

"You know Bumblebee? And he Told you about me? You actually understand what he's saying?"

"Oh yes. I know he talks in beeps and blips, but for some reason, I've always been able to understand every word he says." Fluttershy explained, "You see, I have this gift of being able to communicate with animals and creatures that can't normally talk. I guess that applies to Bumblebee too."

"Wow, that's pretty cool." Raf replied.

"I can understand him too!" Pinkie Pie chimed in.

"You too? Do you have a gift?" Raf asked.

"No, but I just do." Pinkie replied.

Raf scratched his head in confusion.

"Hey Raf, just don't think about it. Pinkie Pie is super random. I know from experience it's best never to question it. Just let it be." Rainbow Dash whispered to the boy.

Pinkie Pie then opens her mouth, and what happens next, surprised everyone, even the ponies.

What came out weren't words, but the same exact electronic noises that Bumblebee would make.

Everyone's jaws dropped, even Wheeljack's.

"I think I'm beginning to get what you mean." Raf said to the Rainbow Pegasus.

"This kid's full of surprises." Wheeljack said.

"Oh I LOVE surprises!" Pinkie shouted.

Just then, they hear a loud angry shout coming from sickbay.

"YOU CANNOT BE SERIOUS!!!!" They hear Ratchet yell. "OF ALL THE HAIRBRAINED, IDIOTIC, STUPID...."

They see Ratchet storm out of the chamber.

"Your doctors, used DUCT TAPE to patch up Bumblebee's internal systems??!!" Ratchet yelled at the ponies. "What were you THINKING??!!"

"I'm sorry, but we're not familiar with his physiology, and...." Twilight began to say only for Ratchet to cut her off.

"CLEARLY you're NOT!" He fumed. "Your ignorance and backwater treatment may have done more DAMAGE than good."

"Hey, Ratchet!" Smokescreen interrupted. "Back off!"

"And why should I?" Ratchet fumed.

"Because if it weren't for the ponies, Bumblebee probably wouldn't be here right now. They did everything they could to help him. They went out of their way to try to save his life. So I suggest you show some appreciation!" Smokescreen shouted back.

"APPRECIATION??!! For this poorly done patch work. PLEASE!!!!"

"I'm about three seconds away from dislocating your pistons if you don't stop shouting at the ponies!" Smokescreen angrily yelled.

"I like to see you try!" The medic shouted back.

"STOP IT, ALL OF YOU!!!" Fluttershy shouted.

Both Smokescreen and Ratchet look over to see Fluttershy in tears, hugging Bumblebee's face, with Raf standing next to her, with a concerned look on his face.

"What's his problem?" Rainbow Dash muttered, as Applejack and Twilight looked on, not knowing what to do.

"He's an even bigger cranky grouch than Cranky Doodle Donkey." Pinkie Pie added.

"It's Ratchet, he's always grumpy." Miko explained, "Though, I didn't expect THIS."

Ratchet, seeing what had transpired, then slowly approached the timid pegasus.

The other ponies rushed up to the sickbay, only for Jack, Agent Fowler, and June to stop them.

"Let them cool down and talk." Fowler said.

"Fluttershy is it?" Ratchet addressed the pegasus.

"Yes?" She answered.

"What I just did, was out of line. You see, I've been stressed out and worried for the past two weeks. My comrades, friends, those who I see as family, were missing for a very long time. I had no idea where they were, or if they were even alive. It took a toll on my, civilness. Clearly, you and your kind did have Bumblebee's best intentions at heart, and for that, I deeply apologize for my outburst. It was, uncalled for."

Fluttershy could hear his sincerity, and quickly forgave the medic, by flying up to his face, and hugging it tightly, surprising him.

"Apology accepted." She smiled at him. "I knew you weren't a bad bot."

"Ratchet actually apologized? That's a first." Miko joked.


An hour passes, and Ratchet steps out of the sickbay chamber. The Ponies and Humans, as well as Wheeljack and Smokescreen look at him with pleading eyes.

"How is he Ratchet?" Raf asked.

"Bumblebee needed extensive surgery, but he will survive and make a full recovery."


Hearing this, everyone give a cheer.

"He will however, need to rest in order to heal his wounds." Ratchet explained.

"See? told you the Doc was a maestro." Wheeljack said to the ponies.

"Though I must make one statement...... I find it rather hard to believe that the Decepticons would ally themselves with an organic. It's doubtful that Megatron would even acertain such a paring." Ratchet stated.

"Megatron believes that Queen Chrysalis will use her magic to return the Decepticons to Earth, so that he can conquer your world." Twilight explained.

"Magic, so it's true that you can wield these mystical, arcane energies?" Ratchet asked.

Twilight answered him by levitating several objects in the room with her horn.

"Perhaps you possess telekinesis. That is what this appears to be." He stated.

"Well, let me do something a little more, advanced." She said.

Seeing an apple sitting on the table which was a part of Jack's lunch, she shoots a purple beam at it. It then turns into an orange. This awes all the humans, as Ratchet looks on in disbelief.

"No way." Jack muttered.

"By the Allspark!" Ratchet said. "How is it possible that you are able to use mysticism, without being a Prime?"

"All unicorns and alicorns have magical abilities, though some more than others." Twilight explained.

"Twi, that wasn't funny. You change that apple back right now!" Applejack scolded.

"Sorry." She replied as she changes the apple back with another beam of energy.

"That, was awesome!" Miko stated, "You ponies are RAD!"

Ratchet then turns his hand into a blowtorch, and begins to weld Wheeljack's arm back onto him.

"Easy Doc, I'd like to keep that arm." The Wrecker complained.

"Stop squirming, and maybe you will." Ratchet replied back.

"So now what? How do we save the others?" Raf asked. "I mean, yeah, once Wheeljack gets fixed up, and with you and Smokescreen, that makes three Autobots."

"What about Bumblebee?" Fluttershy asked.

"He'll have to sit this one out." Smokescreen answered her.

"I believe that, desperate times, may call for desperate measures, Agent Fowler." Ratchet said, as he finishes up attaching Wheeljack's severed arm.

The Wrecker then moves his fingers on his right hand.

"Good as new. Knew you could do it, Ratchet." He complimented the medic.

"Ratchet, you're not suggesting....." Fowler began.

"I most certainly am contemplating it." The medic answered him. "Though this isn't exactly an ideal situation given the circumstances."

"What are you talking about?" Jack asked.

"Jack, Team Prime isn't the only group of Autobots stationed here on Earth." Ratchet told the teen.

"What?" Jack was puzzled.

"You mean, there are more Bots here?" Raf asked.

"And you never told us?" Miko shouted in annoyance.

"We never informed you because we wanted to protect their existance from the Decepticons." Ratchet explained.

"Well, why didn't you ask them for help before? And why do you need to protect them?" Twilight Sparkle asked.

"These Bots, aren't exactly fighters......" Fowler answered.

"Agent Fowler is correct." Ratchet added, "You see they are not warrior class, but rather, service and rescue class. These Autobots only came to Earth quite recently. Optimus ordered them to protect an Island town off of your East Coast."

"And where would that be?" Jack asked.

"Griffon Rock, Maine." Agent Fowler replied. "Ratchet, I think we better make the call to Chief Burns."

"Agreed Agent Fowler. We will need Heatwave, and his team of Rescue Bots. We require all able bodied Autobots for this upcoming mission. They're the only Autobot reinforcements available on this planet." Ratchet said, as he walks over to his computer console, preparing to establish contact, to Griffon Rock, and Rescue Force Sigma-17.

Chapter 17

View Online

In the peaceful island town of Griffon Rock Maine, a community blessed with highly advanced technology, friendly locals, and a dedicated Search and Rescue team, a firehouse establishment stood strong and proud.

Inside the dispatch call center, a young boy was monitoring the activities of the rescue team.

This boy, was Cody Burns, son of Chief Charlie Burns, the Police Chief of Griffon Rock PD, and leader of the rescue team, consisting of his family, and a group of Autobots, masquerading as regular robots built by the government. The charade was put in play so that the Rescue Bots could transform in public into their robot modes, and not cause a panic amongst the people with aliens in their town.

As Cody continued to monitor the team who is out on their current mission, one of the monitors began to flash, as an incoming transmission was being sent to him.

"Hello? Griffon Rock distpatch, Cody speaking." the boy answered as he pressed a button.

One of the monitor screen turns on, and in the view, was a middle aged, portly built, African American man in a suit and tie.

"Hello, Griffon Rock Rescue Team?" The man replied, "What the? Why is there a child at the call center?"

"I'm the dispatch." Cody answered him, "Can I help you?"

"Listen son, I need to speak with Chief Charlie Burns. This is of the upmost importance, and high priority." The man said.

"That's my dad, he currently out on a mission. Can I have your name sir?" Cody asked.

"My name is Special Agent, William Fowler. I work for the United States Government. This involves your Bots. I need to speak to your father right away."

This caught Cody's attention.

"The Bots? What about the Bots?" Cody asked with curiosity, and slight concern.

"It's something I need to discuss with your father. Can you please put him on. It's an emergency." Fowler replied.

"I'll see what I can do. Let me call him on the com-badge."

With that, Cody activates his com-badge attached to his jacket collar.

"Dad, do you read?" Cody called for his father.

"Cody? Where in the middle of securing the oil drums at the harbor. This better be important." Chief Burns' voice stated.

"Dad, Someone called Agent Fowler said he needs to talk to you. It involves the Bots, and some kind of emergency."

"Agent Fowler? I see." His tone completely changing. "I'm on my way then. Kade, Graham, Dani. I need you three to finish up here with the rest of the Bots. Chase, you're with me, we need to head back to the firehouse." Cody heard his father's voice instruct. "We'll be back soon, son. Hang tight."

http://www.youtube.com/watch?v=BJCrapyMy3c

As Cody sat at the dispatch center, he sees through one of the monitors that his father, riding in the Bot, Chase, had returned. It didn't take long for Chief Burns to enter the elevator and reach the underground center.

"Dad, you're finally home." Cody called out to his father.

"Good to see you too, son." Chief Burns said to the boy. "So what's the emergency?"

"Agent Fowler is still on the line. I'll go ahead and put him on the screen." the boy explained.

With that, Cody presses a number of buttons in sequential order, and an image of Agent Fowler appeared on the main screen.

"Sorry for the wait, Agent Fowler." Cody said to the agent, "But dad's finally back home."

"Bill, it's been a while." Chief Burns addressed him.

"Likewise, Chuck." Agent Fowler replied. "Glad to see you still got your hair."

"I take it from my son's message, that this isn't a social call. So, what's going on?" The Chief asked.

"Sorry to trouble you, Chuck, but we have an emergency situation regarding Optimus Prime." Fowler explained. "He and a number of his team, have been taken captive, by the enemy."

"Oh no... That's terrible news! We have to do something." Chief Burns replied.

"I'm sure you already know about the secret war he's been fighting with the Decepticons by now."

"I do, Bill. Hard to believe there's an alien war waging behind the scenes. I'm just thankful nothing has happened to Griffon Rock." Chief Burns replied.

"Alien War, what's going on?" Cody asked.

"Hmm. I take it your family already knows the secret behind your Rescue Bots." Fowler inquired.

"Indeed. I know I kind of broke protocol, but it's made our job much easier. I'm very happy to see my family getting along with our Bots. They're indeed, a great team." Chief Burns said.

"Well, that's beside the point now, as we have a crisis on our hands." Fowler stated.

"I'll assemble my team, and brief Heatwave and the other bots. Looks like we have a dire mission on our hands." Chief Burns said.

"It's actually a bit more complicated than that." Fowler added, "For you see, Prime and the captured Autobots, aren't even on Earth. They were whisked away by a portal nearly two weeks ago. Some of the Bots managed to return to us earlier today, along with some of the locals of the world they were on."

Chief Burns and Cody were surprised to hear this.

"You mean, more aliens are here?" Cody asked.

"That's right young man." Fowler answered. "It's all the more important that I meet up with you and discuss this further in person."

Just then, Chase, the police Bot enters the room.

"Chief, I have received a transmission from Heatwave. The rest of the team has finished their task, and are returning to base." The Bot stated.

He then notices Agent Fowler on screen. Quickly he activates his visor, and begins to pretend to be a programmed robot.

"Huh, so that's one of them?" Fowler stated as he looked at Chase.

"At ease Chase. This is Agent Fowler. He knows our secret." Chief Burns reassured the Autobot.

"I am distraught, how did this man see through our masquerade?" Chase asked.

"Who do you think filled me in on Autobots?" Chief Burns stated. "Agent Fowler was the one who informed me of the existance of Cybertronians. He personally introduced me to Optimus."

"Ah, I see. Very well then." Chase sighed in relief and acted natural.

"I need the others here as soon as possible. We have an emergency situation to discuss." Chief Burns said to his robot partner.

"I'll be by very soon." Fowler said.

"But aren't you all the way in Nevada? Even a plane would take you around 8 hours to get to the East Coast." Chief Burns asked.

"Don't worry, the Bots here have a piece of Cybertronian Tech called Ground Bridging. Basically, portal technology. It can send me anywhere on this green Earth in a blink of an eye. So rally the rest of your team. I'll be by in thirty minutes. Fowler out."

With that, Agent Fowler hangs up.

"Cody, call the rest of the team and tell them to hustle it back to base." Chief Burns instructed.


Outpost Omega One, The Autobot Base.....


"Ratchet, the calls been made. Chief is expecting us." Fowler said to the Autobot Medic.

"Very good. Rafael, do you have the coordinates?" Ratchet asked.

"Coordinates locked. Man, Griffon Rock. I've always wanted to go there. It's the hot bed for the newest and innovative tech in the entire country." Raf stated.

"Sounds like a very interesting place." Twilight Sparkle replied, as she and the other ponies prepared themselves for the trip through the ground bridge.

"So what are we waiting for? Let's hit it. I can't wait to meet the new Bots!" Miko said in excitement.

"EEAAP, EEAAAAP, EEEEAAAAAPP!" Ratchet interrupted her. "You're staying put Miko."

"What? WHY??!!" The girl complained. "The ponies get to go, so why can't I?"

"This is a highly important mission to recruit assistance. I need you to stay here and out of trouble." Ratchet said in a stern tone.

Miko let out an utter groan of frustration.

"Can't go on missions, can't go into battles, can't go to Cybertron, can't meet the new Autobots....." She pouted as she walked back to the couch.

"You sure you don't need me to tag along?" Smokescreen asked.

"I highly doubt there will be any likelihood of Combat in Griffon Rock, Smokescreen." Ratchet answered. "This is just a mission to enlist new assistance. Nothing more."

"Sounds boring." Wheeljack stated, as he worked out his reattached arm.

"Ratchet, Agent Fowler, we're ready." Twilight Sparkle said to her new hosts.

"Alright then, we're ready to go. Griffon Rock is a bit warm this time during the month. So don't forget to pack your sunscreen." Fowler joked, causing Pinkie Pie to giggle a bit.

"This is it. Rafael, activate the ground bridge." Ratchet instructed.

Raf tapped on a number of keys on his laptop, and the ground bridge portal opened up.

"It's time to move." Ratchet said, as he, Fowler, and the ponies began to walk towards the portal.

However, Fluttershy sunk back, and was staring at the ground.

"Fluttershy? Are you alright?" Twilight Sparkle asked as she walked up to her friend.

"Oh, well, um...... I'm fine.... But, I'm more worried about Bumblebee. I don't feel right just leaving him here, especially when he's hurt." Fluttershy said. "So I was wondering if... um, if I can stay here, and keep him company..... I mean, if that's alright with you...."

Twilight simply smiled at her friend.

"Oh Fluttershy, of course it's ok with me. You care about Bumblebee, and it's only natural that you want to stay here with him. It's alright, he needs a friend by his side, so go on. Go to him. I'm sure he'd be happy with you keeping him company." Twilight said.

"Oh, thank you for being so understanding." Fluttershy replied, as she hugged the young princess.

"Hey, don't worry, I'll be right here with you too, Fluttershy." Raf said as he pets her on the head. "We'll keep him company together."

Fluttershy simply nuzzles the young boy.

"Aww, if that's the case, I'll stay here too and keep Flutters company, so that she won't get so lonely!" Pinkie PIe chimed in.
"Think of it like a sleepover on an alien world!"

"The Pink one is staying behind!!??" Ratchet said in horror. "She'll completely tear the base apart in my absence."

"Don't worry Ratchet, I'll keep an eye on her. She and I are pretty close after all." Smokescreen said.

"With a rookie like you? And a Wrecker like Wheeljack? Combined with that hyperactive Pink ball of energy, AND Miko's adrenaline fixes? I'll be surprised if the base is still intact when I return." Ratchet gave his grievances.

"He's, got a point." Jack added as he and his mother look at the Autobot Medic.

"Ratchet, don't worry, I'LL keep everything in order." June reassured him. "I'm raising a sixteen year old on my own, and besides, Mother always knows best."

This eased Ratchet's worries somewhat.

"Very well, Nurse Darby, I leave them in your care."

"I'll go first, and talk to them. Then I'll call for you to head on over." Fowler instructed.

Agent Fowler, then enters the portal.


Back at the Griffon Rock firehouse, the rest of the team had finally returned home. They were now waiting for Agent Fowler's arrival as they gathered in front of the firehouse.
Heatwave, the firefighter robot, and leader of the team, was pacing back and fourth impatiently.

"So when's this, Agent Fowler guy, gonna show up?" He asked.

"Soon I think." Kade, the eldest son of Chief Burns, and his human partner, replied. "I still don't know what this is about."

"Whatever it is, it must be important." Boulder, the construction Rescue Bot stated.

"So Agent Fowler is the man who informed dad about the Cybertronians. Interesting." Graham, the second eldest, and Boulder's partner said as he looked at his wristwatch.

"Is he going to reassign us?" Blades, the helicopter Bot nervously stammered, "Because I don't want to leave Griffon Rock, or any of you guys."

"Aww, that's sweet, Blades." Dani, the only daughter of the Chief replied to her partner, "We love you too."

"Someone gag me....." Heatwave muttered.

Just then, a large green portal opened in front of the firehouse, as the Burns family looked on in surprise and awe.

"What, is that?" Graham asked.

"It's a ground bridge!" Boulder answered in excitement. "Optimus' team uses one to travel around the world."

"Wow." Cody said amazed at the portal. "This is.. NOBLE!"

"I've never seen anything like it." Dani added.

Then a figure stepped through the portal, and walked up to the assembled humans and Autobots.

"Bill, it's good to see you again." Chief Burns said, as he and Agent Fowler shook hands.

"Good to be back here again. I've been meaning to check up on you all for a while." Fowler answered.

"This is the rest of my family. Kade, my eldest son, Graham, my brainiac of a son, my lovely daughter, Dani, and Cody you spoke to before."

"Good to meet you all. I'm Special Agent William Fowler. I'm the one who informed your dad about the existance of the Autobots."

"Hello sir," Graham said in a polite manner, "I take it you're here to speak to the Bots?"

The four Bots seeing Agent Fowler, salute.

"At ease boys." Fowler said to the Bots. "I'm here because we have a situation with Prime, and his team."

"Optimus? What's wrong? What happened?" Boulder asked in concern.

"It's hard to explain, but he's been taken prisoner by the Decepticons."

"Decepti-what?" Kade asked in confusion.

"The Decepticons?" Heatwave's optics were the size of headlights hearing this.

"What's a Decepticon?" Dani asked.

"From what I heard, they're the sworn enemies of the Autobots. It's who Optimus and his team are fighting against. The Autobots and Decepticons have been at war with each other for many eons." Chief Burns explained. "It was that very war that destroyed their home planet."

"I see." Graham pondered.

"That's horrible. Oh guys, I'm so sorry." Dani said.

"So you're saying, that there's some kind of secret alien war being fought on our planet? I find that hard to believe." Kade said skeptically.

"Believe me son, it's real." Fowler grimly stated. "Prime and his team are doing their best to make sure that Earth doesn't end up like Cybertron."

"But what about Optimus? What of his well being?" Chase asked.

"That's the complicated part. You see, he was taken prisoner, but not on Earth. Prime and the other Bots were accidently sucked through a portal, and landed in some other planet. Unfortunately, the Cons also ended up there as well. The locals of that world did their best to help the Bots, but they were no match for Megatron. The Decepticon leader. Now thankfully, some of the Bots did make it back home to Earth. They even brought some of the locals from that other world here with them." Fowler lectured.

"So more aliens are here on Earth?" Graham asked in curiosity.

"I wonder what they look like." Cody stated.

"Well, better to show you." Fowler answered, as he pulls out his cell phone.

"Ratchet, you and the others can come on over."

From behind Agent Fowler, a large figure then emerges from the ground bridge.

While Burns' were amazed at the sight of yet another Bot, the Rescue Bots recognized who it was, and were elated.

"I don't believe it. It's Ratchet!" Boulder happily shouted.

"This is an honor!" Heatwave said, a bit star struck.

"Oh my goodness, it's really him!" Blades yelled, nearly fainting.

"Doctor, it is a great privilege to be in your presence." Chase saluted.

"Another Bot? Noble!" Cody beamed.

"Who's he?" Kade asked.

"Ratchet is the medic of Optimus Prime's team." Heatwave explained to his partner, "He's one of Cybertron's best doctors, AND a hero! He saved countless lives during the Great War."

"So he's a big time hot shot huh?" Kade dryly joked.

"I am impressed you know your history." Ratchet stated to the Rescue Bots.

"Welcome to Griffon Rock, Ratchet." Chief Burns greeted the Autobot.

"Now, as for our other visitors. You might wanna take a deep breath, or sit down for this. Or preferably both." Agent Fowler stated.

"Princess Twilight, it's your turn." Fowler spoke into his phone.

Then from the portal, three smaller figures emerged. These new visitors completely caught the Burns' and the Rescue Bots off guard. The ground bridge then closes as the ponies exit.

"What the...." Graham was at a loss of words.

"Whoa.." Cody stammered in confusion.

"What, are these creatures?" Boulder asked in wonder.

"I've never seen anything like this before." Blades added.

"They're little horses!" Dani beamed. "Aww, and they're so cute!"

"Such peculiar lifeforms." Chase said, while scratching his head.

"Is this some kind of joke?" Kade was unamused, "I mean seriously, rainbow colored unicorns and pegasi?"

"I don't think it is, Kade." Heatwave said to his partner.

"Simply remarkable." Chief Burns said as he looked on.

"You guys done gawking at us?" Rainbow Dash asked in annoyance.

"It can talk?" Dani stated, as the rest of the rescue team were once again surprised.

"Rescue Team, these are the ponies, from the world of Equestria." Agent Fowler introduced them.

"Hello, My name is Princess Twilight Sparkle, these are my friends, Applejack and Rainbow Dash. We came to your world to ask for help. Our world is in peril, and so is Optimus Prime. The Decepticons have attacked, and Optimus has been taken as their prisoner. I fear that Megatron may destroy him and the rest of the hostages."

"So it's true, the Decepticons DO have Optimus." Heatwave stated.

"I'm Chief Burns, of the Griffon Rock Police Department, and head of the Griffon Rock rescue team. These are my children, Kade, Graham, Dani, and Cody. And these are the Rescue Bots."


The Bots line up in a row.

"My Name is Heatwave, fire rescue and leader of Rescue Force Sigma-17."

"Greetings, I am Chase, Law Enforcement unit."

"Boulder. Construction Bot, and Engineer."

"Blades, Air rescue unit."

"I'm honored to meet you all." Twilight addressed the Bots.

"Now then, we have much to discuss." Ratchet said as the others.


Somewhere in an undisclosed location in the mountains of Nevada, the remains of a wrecked Decepticon ship rested at a base of a mountain. It was The Harbinger.

Inside the corridors of the ship, it's single lone occupant, begins to monitor at some of the computer screens.

"What is going on around here?" Starscream said to himself. "It's been two weeks, and not a SINGLE blip of any Decepticon activity!"

He then puts his finger to his chin and began to think.

"Has Megatron truly abandoned this dust bowl? Though I wouldn't blame him. If it isn't a burning desert, it is a frigid wasteland."

He then had a horrible revelation.

"If Megatron has truly left.... Then I'm STRANDED here on this Primus forsaken rock!"

Starscream was NOT a happy camper. He didn't want to live out the rest of his days on a primitive backwater planet. Especially since he now no longer possesses his T-Cog. He no longer had the ability to transform, or fly.
He then begins to check all of the computer systems again.

"There has to be something..... ANYTHING! Come on you piece of junk..... Find something ALREADY!!!!"

He then sees a blip on the radar.

"Finally!"

The blip was coming from an island off of the east coast of the continent.

"Hmm, ground bridge activity.... And according to the readings of the energy signature, it is of Autobot origin."

Starscream then began to think to himself.

"Ah, yes.... Perhaps Optimus and his Autobots have uncovered yet another formidable Relic. One, which I will gladly steal."

With that, Starscream gives a mad cackle.

He then picks up his remote control ground bridge and sets in the coordinates matching the location of the Autobot signature.

"Let the scavenger hunt..... Begin...."


High in the mountains of Griffon Rock, a laboratory sits in the mountain face. Inside the lab, lived the eccentric, but kind hearted Doc Greene, the head scientist of Griffon Rock. Along with him, his young daughter Frankie, who was roughly around Cody's and Raf's age, assisted him in his work.

The two were in the basement area of the lab, clearing out some of the old junk from past failed inventions, and searching for anything that could still be useful.

As Frankie inspected one of the shelves, she notices a small lever hidden behind it.

"Daddy, look." She called for her father.

"Yes, my little pumpkin?" Doc Greene answered.

"There's a lever here. I never knew about this. I wonder what it does?" Frankie said.

"Hmm, I never noticed it either. Well, let's find out." Doc Greene replied as he walked over and helped his daughter move the shelf out of the way.

He then flips the lever on the wall, and to their surprise, a hidden door opened on the wall.

"A secret passage?" Frankie stated, "I never knew this was here."

"Neither did I, my little angel." the scientist replied, "Let's see what surprises lies in store for us."

Doc Greene, with his optimistic nature, steps into the room, with Frankie following him in. As they find a light switch and turn it on, everything then lights up.

What the father and daughter see next, astounds them. They found several giant robots standing in rows.

Frankie immediately jumped behind her father.

"MORBOTS!" she cried out.

"Indeed...." Doc Greene stated, "I believe we've found one of Doctor Morroco's hidden storage rooms when he used to work as Griffon Rock's chief scientist. Well, before he was terminated from the position of course."

"There's so many of them." Frankie said to her father, remembering the events from the alternate timeline when Morroco had taken over the island. She, Cody and the Bots had to correct history after their time traveling adventure.

"Don't worry, my little Einstein, they're offline. But, I think I may have some use for them."

"Daddy, I don't think that's a good idea." Frankie pleaded with her father.

"Oh don't worry. I'm sure I can reprogram them to help mankind, and assist the Rescue Team in their missions."

He heads over to a computer console, and turns it on. Doc Greene then looks at the data for the Morbots, and attempts to rewrite it. But to no avail.

"This encryption is very tough to crack. Looks like Morroco never wanted anyone to reprogram his robots." Doc Greene stated.

"Then let's just leave and lock this place up. I have a very bad feeling." Frankie said.

Doc Greene takes another shot at attempting to rewrite the Morbots' programming, but still no luck.

They then hear loud booming noise from behind them. Suddenly a large green portal appears.

"DADDY LOOK!" Frankie shouted to her father.

"My word!" the scientist said in awe. "That looks like a portal. It seems like the same that Optimus used when he and Bumblebee last visited Griffon Rock during the incident with the time machine."

As the two humans looked at the portal, they suddenly see a large figure step out of it. It was tall, skinny, grey, and had what appears to be wings sticking out of it's back.

"My goodness!" Doc Greene was flabbergasted.

"Is that, Another Bot?" Frankie asked in wonder.

The portal soon closes, as the new figure simply looked around at his new surroundings.

"Where am I? What is this place? Where are the Autobots?" he demanded.

He then looks down, to see two humans looking at him.

"Ah, it appears I'm not alone, after all......"

"My word, who might you be? Are you another Autobot?" Doc Greene asked.

"Me? An Autobot?" the robot began to laugh. "How amusing!"

"My name is Doctor Greene, head scientist of Griffon Rock. And this is my daughter, Frankie."

Frankie simply, hid behind her father, eyeing this new figure with suspicion. She didn't trust it.

"Hmm, at least you're well mannered. Very well, I too shall return the gesture. I am Starscream, a former air commander from Cybertron." Starscream said in a gloating manner.

"You're from Cybertron? Ah, just like the Rescue Bots. Perhaps you're one of them!" Doc Greene said.

"Hmm... Ah, why.... Yes, yes indeed. I am..... a REFUGEE from my dying world, and I came here to look for a new place.... to call home...." Starscream said to the scientist. In his mind, Starscream believed that this human may come in useful.

"A refugee? Well then, you certainly came to the right place." Doc addressed the ex-seeker. "You can perhaps join with Chief Burns and his team of Rescue Bots."

"Rescue Bots?" Starscream asked with curiosity.

"Yes, a group of Autobots stationed here at Griffon Rock who serve as protectors of the island." Doc Greene explained.

Starscream pondered to himself for a moment. Rescue Bots? He couldn't believe that their kind still existed. Not only that, but there were a group of Autobots living here under his nose the whole time and he never knew about it.

"Interesting....." Starscream muttered, with a finger under his chin.

Frankie, still didn't trust this new robot. She glared at him.

"Daddy, there's something about him that I don't like." She told her father.

"Oh come now Frankie, I'm certain he's just another lost and unfortunate soul that came to our world seeking help." Doc Greene reassured his daughter.

Starscream then notices the rows of Morbots standing behind them.

"What are those?" He asked.

"Ah, yes, the Morbots. They were created by a mad scientist called Doctor Morocco. He was planning on using them as weapons, while passing them off as rescue units as the front. But he had diabolical plans for them. Such as selling them to the highest bidder." Doc Greene explained.

"VERY Interesting....." This caught Starscream's full attention.

He then walks over to one of them.

"May I, examine it?" Starscream asked, his tone greatly bothering Frankie.

"Of course." Doc replied.

Starscream then eyes the Morbot, checking out it's specs, and the cannon on the arm.

"Hmm, they're equipped with a Nulll Ray cannon. Boosters for short range flight, and....."

He hits it gently, and suddenly, the Morbot transforms into an armored vehicle.

"IT CAN TRANSFORM??!!" Starscream shouted in surprise.

"Indeed." Doc Greene answered, "Morocco copied the designs from the Rescue Bots."

"The ability to transform, without a T-Cog.... I must possess this knowledge." Starscream stated to himself.

"Now I've been having problems trying to reprogram them. Morocco's encryption is too strong. I only want them to help mankind." Doc Greene said.

"Ah, then you're in luck. Allow me." Starscream said, as he bowed, then walked over the the large computer console.

He then inspects the data. Seeing that everything is indeed heavily encrypted. Starscream then pulls out a device and attaches it to the computer.

"What are you doing?": Frankie asked, uneasy with Starscream's actions. "Daddy, are you sure it's a good idea to let him do this?"

"Of course my dear, I need help cracking the code." Doc Greene answered her.

"I am uploading a Cybertronian decompiler program." Starscream explained. "There isn't anything from this planet that it cannot hack."

Soon, the data appears to rewrite itself, and the Morbots begin to activate one by one.

"Success!" Starscream said.

"Excellent. Now it's time to rewrite their programming from doing harm, to helping others." Doc Greene happily stated.

"Oh, I think I have a better idea....." Starscream said in a dark tone.

He then presses a button, and all of the Morbots' visors glow a bright red.

Several of the Morbots then walk up to Starscream and salute him.

"ALL HAIL STARSCREAM!" They say in unison. The seeker then begins to laugh evilly.

"What are you doing?" Doc Greene asked, shocked at what happened.

"Simple really..... I'M TAKING OVER!" He gloated.

"I KNEW you were up to something. Daddy, he's NO Autobot!" Frankie shouted as Doc Greene couldn't believe what had happened.

"Oh no, what have I done?" Doc stated with guilt in his voice. "I allowed a dangerous alien take control of the Morbots."

"Indeed, foolish human. And with this new army, I will take control of this planet starting with this island. Soon, I may even be able to finally challenge Megatron himself, for supreme leadership over the DECEPTICONS!"

"Decepticons? I've heard that name before." Doc Greene pondered. "Of course, Optimus mentioned it. You're the evil Cybertronians trying to conquer Earth!"

"Indeed, and you fell straight into my ruse. Humans, so naive, so foolish." The seeker gloated.

Frankie and the Doc began to run.

"Morbots, as your new lord and master, I order you to capture them." Starscream commanded.

"As you command, Lord Starscream." The Morbot replied, as it went after the humans.

The Morbot catches up to Doc Greene, and grabs him.

"DADDY!!!!" Frankie cried out in terror, seeing her father being captured.

"Run, my little Einstein! Find Chief Burns. Find help!" He instructed.

"Halt, or be immobilized!" The Morbot ordered, But Frankie picked up a fire extinguisher, and blasted foam into it's optics, distracting it. She quickly runs off, and out of the lab.

The Morbot returns to Starscream with the captured scientist.

"What of the human girl?" Starscream demanded.

"She has escaped, but we will find her." The Morbot replied.

"You had better! I can't have her warning the Autobots. Fan out, and retrieve her!" Starscream barked out, as the Morbot saluted.

Behind him, all the other Morbots have now been activated, ready to follow the Decepticon's command.

"As for you, Doctor, you will research a way to allow me to transform into my Vehicular mode, without needing a T-Cog."


Back at the firehouse, Twilight Sparkle had finally explained the entire situation to the rescue team fully. The Bots, and the Burns' family sat for a while, letting all the new information settle in.

"This is a tough situation." Chief Burns stated. "And very dangerous. You're asking the Bots to enter a combat heavy warzone."

Blades was trembling with fear, listening to the situation. He had already heard about the Decepticons, but he never imagined there would be a day he would have to fight them.

"We're not forcing anything on you. It's your choice should you accept this mission." Ratchet explained.

"You'll also have to travel to our world." Applejack added, "It's gonna be quite a wild ride. Think you can handle this bull by the horns?"

"Sweet....." Heatwave said, with a grin on his face.

"Heatwave?" Kade looked at his partner. "You're actually happy about this?"

"Kade, this is the opportunity I've been waiting for. The chance of a lifetime." Heatwave replied, "I finally get to prove myself by taking on the Decepticons. I'm in!"

"Well, if our commanding officer wishes to join, then I too will concur to oblige to this mission as well. You will require, back up, Heatwave." Chase also stated.

"You too Chase?" Kade asked.

"So you're really going?" Cody asked.

"Don't worry, It's nothing we can't handle." Heatwave stated, "And we'll be back. That's a promise."

"Well, if you're going, I'm going." Boulder said. "And besides, I always loved exploring. I can't wait to see what the ponies' world looks like."

"Boulder?" Graham said to his partner. "You sure about this?"

"This isn't just some walk in the park, Two-Ton. You're entering a hostile situation that you may not return from." Agent Fowler warned.

"I'm willing to do what ever it takes, to save Optimus or any other Autobot in trouble." Boulder explained.

Then all eyes were now on Blades, as he sat there silently, twiddling his fingers.

"What about you Blades?" Heatwave asked him.

"Well, I won't lie. This scares me..... TERRIFIES ME EVEN!" Blades stammered, "But..... Still, we're a team, and if you guys feel this is the right course of action, then I'm coming too. I'll do my best. I owe it to Optimus, and Bumblebee." Blades said, as Dani looked on in concern.

"Just be careful out there Blades, and you BETTER come home!" She said to her partner.

"Hey, AJ," Rainbow Dash whispered to the cowmare, "Is it just me, or is he like an Autobot version of Fluttershy?"

"So you're really willing to do this, for us?" Twilight Sparkle said to the Bots.

"Yes, we are, Your Highness." Blades replied to the alicorn princess. "We couldn't save our home planet, but we won't let you lose yours."

"I concur." Chase said. "Where ever there is an emergency, we Rescue Bots are ready to save, serve, and protect."

"We're your friends now, and therefore gladly help you. Optimus would agree." Boulder added to the group.

"Saving lives is our top priority, no matter who or what they are." Heatwave stated.

"I can't thank you all enough!" Twilight beamed at the rescue team. Tears of joy rolled down her cheeks.

"Then it's settled. I will inform the base, and we will depart soon." Ratchet said.

However Boulder's scanner detected someone coming to the firehouse.

"Guys someone's coming!" He reported.

"Everyone, quickly. Resume your acting." Chief Burns ordered, as the Bots activated their visors and pretended to be simple robots again.

"Ratchet, I think you better transform." Agent Fowler said to the medic. "It'll be hard to explain to the locals of why there's a new Bot in town."

"Understood" Ratchet said, as he quickly transformed into his ambulance mode. He then opens the rear doors.

"Twilight, it's best that you and your friends enter. I don't know how the humans will react if they see you." The medic instructed.

"Come on girls." Twilight instructed as she, Rainbow Dash, and Applejack hopped into Ratchet.

Upon seeing the figure approaching the firehouse, it was someone they knew. Young Frankie Greene.

"Hey guys, it's ok. It's Frankie. Don't worry Ratchet, she know our secret too." Cody explained.

The Rescue Bots quickly drop their charade as Frankie runs up to them.

"What is up with children finding out about Government Secrets?!" Fowler asked, facepalming.

"It's a long story, but she and Doc Greene are the most trustworthy people there are." Chief Burns explained.

"CODY! CHIEF!" Frankie called out, nearing exhaustion as she panted.

"Frankie, what's wrong? Are you alright?" Chief Burns asked in concern.

"It's my dad, he's in trouble. I need the Bots at the lab, NOW!" Frankie shouted.

"Frankie, What's wrong with your father?" Heatwave asked, as Ratchet lets the ponies back out, and transforms back into robot mode.

"WHOA! A new Bot? Where'd he come from?" Frankie shouted. "And Ponies???"

"Long story Frankie, I'll fill you in later, but what's wrong with Doc?" Cody asked.

"He's been taken prisoner by an evil robot." Frankie explained. "Dad and I found a secret passage in our basement that Doctor Morocco used to use. In it was a small army of leftover Morbots."

"Uhhgg. Morbots." Heatwave grunted.

"Doctor Morocco? You mean Doctor Thaddeus Morocco? I've heard that name before." Agent Fowler stated.

"Who are you?" Frankie asked.

"I'm Special Agent William Fowler. I'm the reason why the Bots are here in your town. As for Doctor Thaddeus Morocco, he's wanted for questioning after our special missions Commando Force, Codename G.I. Joe, found evidence of Morocco's technology and weapons in the hands of Terrorist Organizations such as MECH and Cobra. We'd like to know just HOW scum like Silas, and Cobra Commander, were able to gain access to his tech so easily."

"Knowing the so-called good Doctor, I bet he sold it to the highest bidder." Kade remarked.

"That wouldn't surprise me at all, son." Chief Burns also replied.

"Now, you said something about an evil bot." Boulder stated to the young girl.

"Yeah, I was able to catch an image of him on my holocamera before I escaped." Frankie said, as she pulled out a small camera like device.

"What is that thing?" Rainbow Dash asked.

"The pony can talk?" Frankie asked.

"Yeah, we can, why does everypony here find that so surprising?" Rainbow Dash asked in annoyance.

Frankie then presses a button on the holocamera, and a projection shoots out. The image then clears up, showing a skinny grey robot.


"Who's that?" Blades asked. "Chase, does this match anything in your databank of criminals?"

"I am afraid, that it does not." Chase replied to the helicopter bot.

"By the Allspark!" Ratchet gasped.

"Not him again." Fowler groaned. "Talk about bad timing."

"You know him?" Frankie asked.

"Young lady," Ratchet explained to her, "That, is Starscream. He was once Megatron's second in command, and a former captain of an entire Seeker Armada in the Decepticon ranks. If he is here on your island, then you are in grave danger."

"That's Starscream?" Heatwave inquired, "I've heard about him. Looks kinda scrawny for a Decepticon."

"Starscream......Starscream, huh?" Rainbow Dash pondered, scratching her head with her hoof. "Why does that name sound so familiar?"

"Oh no, this is terrible. What are we going to do?" Twilight asked.

"What about our own mission?" Applejack asked.

"As much as I hate to say this, it may have to wait. We can't just leave them here with a horrible situation like this." Twilight said to the cowmare.

Ratchet then hears something. It sounded like jet engines roaring towards their direction.

The Bots, Ponies, and Humans look up, to see a fleet of Morbots flying into the city, with their cannons charging, and pointed at them.

"Could this day, get ANY worse???" Twilight thought to herself.

Chapter 18

View Online


As Twilight, Applejack, Rainbow Dash, Fowler, Ratchet, the Burns' Family, Frankie, and the Rescue Bots look up at the sky, to their horror, an entire fleet of Morbots seem to descend into the town. Several more flew up to the firehouse, and pointed their arm cannons at the group.

"The Cons?" Applejack yelled in surprise, "But I thought they were all sent to Equestria."

"Those aren't Decepticons," Heatwave explained, "They're Morbots!"

"Doctor Morocco's version of us." Boulder added.

"Not all of the Decepticons were transported to your world, Applejack." Ratchet said, "Starscream went rogue, and broke off ties with Megatron. He is the only one remaining on Earth, and has taken control of these Human built, Cybertronian imitations."

The Morbots continued to charge their weapons.

"Everybody MOVE!" Fowler shouted as the Morbots discharge their weapons at the group.

The Ponies, Humans, and Autobots quickly scatter as the beams leave a massive crater where they had just stood.

"Surrender, or be immobilized!" one of the Morbots stated, as they begin to chase the heroes down.

As two of the Morbots land in front of Cody and Frankie as they try to run, Heatwave seeing this, transforms into his firetruck mode, and charges at them at full speed. He rams the Morbots, sending them crashing into the street.
As the Morbots slowly get back up, the Rescue Bot transforms back into robot mode, and throws his firehose at one of them. The hose tangles up the main arm cannon, as Heatwave begins to pump water into it. This causes the Morbot to short out, and collapse to the ground, deactivated.

"That's one down." The firefigher Bot stated, as the others also prepare to counter attack.

"Thanks Heatwave." Cody said.

The second Morbot attempts to engage Heatwave, only for Rainbow Dash to slam into it at full speed from the back. The Morbot stumbles forward, just in time for Heatwave to slam his fist into it's head, punching it clean off it's shoulders. Another Morbot, was destroyed.

"Nice move kid," Heatwave complimented the pegasus, "You're tougher than you look."

"What can I say? Fastest flyer in all of Equestria!" Rainbow Dash boasted.

Soon another Morbot lands in front of Cody and Frankie, and scans them.

"Primary Target, Francine Greene sighted. Preparing for apprehension." It stated as the Morbot began to advance towards the children.

"Primary Target? They're after me!" Frankie shouted.

"Don't worry, we won't let them take you. Chase, protect Frankie!" Chief Burns ordered.

"Command aknowledged, Chief." Chase responded, as he took a defensive stance in front of the Morbot.

"Stand aside, or be immobilized!" The Morbot threatened. It then fired a blast at the police bot, only for a purple force field to appear, and reflect the shot away.

Chase turns to see that the young Alicorn Princess had erected a shield to protect him, and the human children.

"Your assistance is very much appreciated, Princess Twilight." Chase complimented her.

"Glad to be of help." Twilight replied, winking at him.

He then turns his attention to the attacker.

"Attempting to assault an officer of the law, is a capital offense." Chase said, as he aims his wrist at the Morbot. Then several cables shoot out of his wrist, and attach to the Morbot. Electricity then flows through the cables, as the Morbot is zapped, and shorts out. Chase then retracts his stun gun cables and turns his attention back to Cody and Frankie.

"Do not worry, we will see to it that no harm comes to you, Frankie." Chase reassured the young girl.

"Thanks Chase, but what about my dad?" Frankie asked.

"We'll do what ever we can to save him. Right guys?" Cody replied.

"Indeed. It is our duty, to save those in danger from any peril." Chase answered.

As Twilight regroups with Ratchet, she sees him slicing up several Morbots with his extended blades. To an experienced warrior like Ratchet, who fought in the Great War for Cybertron, the attacking Cybertronian knock offs stood little chance.

"I recommend dissection. The smaller the pieces, the better." Ratchet stated to Blades, and Boulder, who were busy grappling and punching away multiple attackers.

"Agent Fowler," Graham addressed the government agent as he took cover behind car, "Can you radio for any help or backup?"

"I'll try." Fowler answered as he pulled out his cellphone.

"Raf.... son do you copy?" Fowler said into his phone. "we have a situation, and require immediate backup."

no response.

"Jack, Miko, Nurse Darby? Wheeljack, Smokescreen? Do any of you read?" Fowler shouted into his phone, growing frustrated. "We need immediate reinforcements."

Still no response. The agent angrily pounds his fist into the side of the firehouse wall.

"I can't reach anyone at the base." Fowler explained.

"My communicator is down as well, Agent Fowler." Graham pointed to the rescue comlink attached to the collar of his shirt.

"And I think that explains it." Kade pointed to the rest of the town.

They can see the Morbots knocking down telephone lines, and destroying radio towers through out all of Griffon Rock.

"They're cutting off communications through out the entire Island!" Dani shouted.

"We can't let them do that. Rescue Team, we have to stop this madness, and save the town." Chief Burns instructed.

"Without a means of reaching the base, We cannot radio for reinforcements." Ratchet stated, "Starscream has isolated your island from the rest of the world."


At the mountain lab of Griffon Rock, Starscream, and a Morbot holding Doc Greene entered the main floor of the laboratory where the Doctor usually worked at. The former Seeker then turns on the main computer terminal to view the ensuing carnage the Morbots were now creating in the town of Griffon Rock.

"Ah, I love the sound of terrified humans screaming for their lives." Starscream gloated, "Soon, I will have complete control of this island, and it's advanced technology. The rest of the world shall also fall to my new might, and I will rule this planet, as STARSCREAM THE FIRST! EMPEROR OF DESTRUCTION!"

"You won't get away with this!" Doc Greene shouted in defiance, "Chief Burns, and his team put an end to your insane scheme."

"Really now? A group of non-warrior class of Rescue Bots, and their human pets? Don't make me laugh Doctor." Starscream replied with his smug attitude. "They're not even armed. What makes you think they even stand a chance, especially since I gave the order for my new Armada to cut all communications of this island from the rest of your pitiful world? Not even Optimus will know until it's too late. Soon, even he will be brought to his knees by this new army, and the salvaged technology of Griffon Rock."

Starscream then turns his attention to the computer monitors, as he watches the Morbots continue their rampage through out the town, as people run for their lives. This greatly amused the Decepticon. But then he notices the monitor that viewed the battle with the Rescue Bots.

"Ah, so that must be them." Starscream stated, as he watched with interest.

He sees a green construction Bot transform into a bulldozer and as it rams into a Morbot, only for two more to fire their cannons at it, forcing the Bot to retreat.

"How pathetic. They're not even combat efficient." Starscream laughed as he watched. "This is too easy."

He then sees another Bot with orange markings transform into a helicopter in an attempt to distract the Morbots from attacking the human girl that escaped the lab earlier. The Morbots give chase as the helicopter flies off.

"Interesting." Starscream said as he looked on. "It has certainly been a while since I've last seen an Autobot flier. Though he certainly is no Aerialbot. Now, as for that human girl...."

Starscream then presses a button that opens a channel to all of the Morbots' radio recievers.

"See to it the child is captured. I cannot have her warning Optimus Prime." He instructed.

"You leave her alone!" Doc Greene demanded.

"Silence, Human!" Starscream scoffed.

But he then sees Chase and Heatwave successfully destroy a number of Morbots in battle by smashing them apart with their brute force.

"Those two, however may pose a problem." Starscream stated as he watches the battle. "Destroy them both, and show no mercy. By order of your new lord and master."

Then something else catches his attention. He sees three strange creatures. They appear to be brightly colored equines. He can hear them speaking to each other, and see them assisting the humans and Rescue Bots.

"What in the pits of Kaon are those?" Starscream wondered as he took a closer look.

He sees the purple one with a horn and wings firing beams from it's horn, striking some of the Morbots, and erecting an energy force field, protecting members of the Burns family and some of the Autobots. The orange one, exposed it's agility by jumping and running out of the way of some of the Morbots' cannon fire, as it jumped up, and in a show of strength, managed to kick one of the Morbots, making it stumble back, while a blue one with a rainbow mane and wings flew around at high speed with multiple Morbots chasing it. They were unable to keep up with the creature. It then turns around, and slams into one of them, causing it to crash into the ground and explode into a fiery wreck.

"How is it these flesh creatures are able to match my new armada?" Starscream said, dumbfounded at these newcomers.

As he watched the battle on the monitor, he couldn't help but feel a certain uneasiness about the blue-rainbow colored winged equine. Somehow, He felt that this particular pony may give him the most trouble.

He then speaks into the radio.

"Destroy them all. Eradicate every last means of resistance."


As the Burns family, Frankie and Agent Fowler take cover, the the Rescue Bots, and Ratchet continue to fend off the attacking Morbots. Applejack and Chief Burns did thier best to protect both Cody and Frankie, as a Morbot went straight for them. Chief Burns using a fire extinguisher, fires a stream of foam into the Morbot's optics, blinding it, enough for Applejack to throw a rope, and lasso it's legs together. The Morbot soon losses it's balance after tripping over it's tied up legs, and falls to the ground. Agent Fowler then takes one of the sledgehammers from Graham's and Boulder's workshop, and smashes the Morbot's head in.

"Nice teamwork, everyone!" Chief Burns complimented.

"Heatwave, bogey at Twelve O'Clock!" Kade called out as a Morbot was about to jump on him.

The fire rescue Bot spins around and delivers a roundhouse kick that sends the Morbot flying off, as it hits the ground, and smashes into pieces.

Thanks to help from Twilight, the princess erects a force field around the firehouse, preventing any more Morbots from coming to the vicinity.

"We have to find a way to stop them, and save the town." Graham said, as the Morbots pound on the shield that Twilight created.

"And how are we going to do that? We're outnumbered!" Dani shouted. "We need the military, or any of the remaining Autobots over in Nevada."

"If I could only reach the military base back at the mainland." Fowler stated as they see the shield begin to give out.

"I don't think I'll be able to keep this up for much longer." Twilight explained, "There's too many of them."

"Leave it to me Egghead!" Rainbow Dash shouted, who along with Blades were still airborn, and outside of the forcefield.

"Hey, Morbutts! Catch me if you can!" The pegasus taunted.

"HALT!" The Morbots shouted in unison, as they give chase.

"Rainbow Dash, what are you doing?" Blades asked in concern, as several Morbots tailed him in the sky.

"Lead them towards me, I got a plan!" She instructed.

"What in the name of the Allspark, is she trying to do?" Ratchet asked as he looked on.

"I see...." Applejack stated, "Don't worry bout' a thing, Ratchet. She's got this."

As Blades flies towards Rainbow Dash, with a number of Morbots on his tail, The Pegasus begins to pick up speed, as multiple attackers continue to shoot at her. She weaves back and fourth to avoid the shots, as the helicopter Bot grew closer.

"Blades, take cover now!" She said to the Bot, as Blades dips downwards, and Transforms back into Robot mode and lands on the ground.

Rainbow Dash, seeing the Morbots converge on her quickly lets out a burst of speed. The result, was a rainbow colored sonic boom, that was left in her wake. The wave then tears through all the pursuing Morbots, and rips them to shreds.

The humans and Autobots look on in awe.

"Well I'll be the crack in the Liberty Bell!" Fowler said, dumbfounded.

"Simply remarkable," Ratchet stated, "How is it possible for an organic to pull off such feats?"

"A sonic boom?!" Graham said, while scratching his head. "She flew as fast as a jet. It defies all logic."

"NOBLE!" Cody beamed.

"Cute, AND tough. I like these ponies." Frankie remarked.

Seeing that the firehouse has been secured, Twilight drops the force field.

"Equestrian magic, my friends. It's our specialty." Twilight explained to the humans with a smile.

"I'd like to study more of this magic when we're done defending the island." Boulder said.

"You and me both, buddy." Graham added.


Back at the lab, Starscream had witnessed the same events transpire.

"What HAPPENED??!!" He fumed, watching the rainbow colored shockwave tear through his fleet.

"Unknown, master. It appears to be a sonic boom of sorts." The Morbot replied.

"Simply remarkable. Looks like you're in for quite the fight." Doc Greene defiantly stated to the Decepticon.

"Quiet You!" Starscream snapped. "It would seem, that these strange equine creatures will be more than a thorn in my side. Especially the winged one. They MUST be exterminated!"


Rainbow Dash lands, and approaches the others.

"The Sonic Rainboom strikes again!" She bragged as Kade approaches her.

"Not bad, not bad at all. I have to admit, that was pretty awesome!" He complimented the pony.

"Like 20% more AWESOME!" Rainbow Dash added.

"Don't let it get to yer head, RD. We still got a mission." Applejack interrupted. "We still gotta stop the rest of them's Morbots, and stop that Scream guy."

"Agreed." Chief Burns replied, "Rescue Team, we have to bring down the Morbots, stop Starscream, and rescue Doc Greene. It won't be an easy task."

He then turns his attention to the ponies.

"I know Griffon Rock isn't your home, so I'll understand if you don't wish to partake in this mission." He stated to the visitors.

"Fat chance!" Rainbow Dash responded, "We're in this together. You're willing to help us, so we're gonna return the favor."

"Yup, We're all in this roundup together, partner!" Applejack added.

"If Optimus and Princess Celestia ever taught me anything, it's that you never leave a friend in need. We're with you till the end." Twilight Sparkle added.

"Thank you, all of you." Chief Burns said, "Now, we have to find out how Starscream is controlling the Morbots, and sever what ever link he has with them."

"I'll use my sonar to see if I pick anything up." Boulder said, as he transforms into his bulldozer mode.

He then raises his plow, and slams it into the ground.

The computer console in his vehicular mode then displays several readings. Graham then begins to survey the information, and prints out a copy.

Boulder then transforms back into robot mode.

"I see, so that's how it's done." Graham said, as he adjusts his glasses.

"What did you find?" Fowler asked.

"It looks like a signal is being broadcasted from Doc Greene's lab up in the mountain. This signal is most likely what Starscream is using to control the Morbots." Graham explained.

"Dad's satellite dish!" Frankie added, "He uses it to help boost any remote operated machinery around the island."

"Then we need to find a way to get to the satellite dish, and stop this attack." Dani stated.

"Easier said then done." Blades added. "How are we even going to get close?"

"Let me do it!" Rainbow Dash said as she stepped forward. "Just tell me where this lab is, and I'll smash that dish."

"And we're right here with ya, RD!" Applejack said, as she and Twilight Sparkle nodded in agreement.

"Not without backup. It's too dangerous!" Chief Burns warned.

"With all due respect, Chief, We're small enough to slip by without any of the Morbots noticing." Twilight Sparkle explained.

"Not to mention fast! They'll never know what hit them!" Rainbow Dash added.

"You'll need someone to watch your backs." Chief Burns explained.

"We'll go with them!" Cody said as he and Frankie also stepped up.

"Out of the question!" Chief interrupted. "You and Frankie are staying here at the firehouse, and out of danger."

"But..." Frankie objected.

"I'm sorry Frankie, I know you want to help your father, but I can't let you and Cody endanger yourselves. We'll handle this, and save your father. I promise." Chief Burns reassured her.

"I will go with the ponies, and keep them safe." Ratchet replied, "I may be a medic, but I proved my mettle during the War for Cybertron."

"Very well Ratchet, I leave them in your care." Chief Burns agreed.

"The Morbots are crawling all over the town, and we need to act fast." Agent Fowler briefed everyone. "Rescue Bots, stay close to your partners, so that you don't arouse suspicion. Do your best to keep your cover. Only break protocol if all other options are exhausted. Save as many lives as you can. Chief, I'll need you and your Bots create a distraction by fighting them off, as Princess Twilight and her group will infiltrate the lab, and stop this madness at it's source."

Fowler then saluted everyone,

"Good luck. I'll see if I can scrounge up anything to help you take the island back."

The Bots, humans, and ponies then ready themselves.

"Heatwave, will you do the honors?" Chief addressed the Rescue Bot leader.

"With pleasure Chief." Heatwave replied. "RESCUE BOTS, ROLL TO THE RESCUE!"

And with that order, the Rescue Bots transform, and with their respective human partners, roll into the town.

Ratchet then transforms into his ambulance mode, as the ponies enter his doors, as he also heads out.


It was complete and utter chaos throughout the usually peaceful town of Griffon Rock. The citizens were running for their lives as the Morbots continued to terrorize the townfolk.

Kade and Heatwave see a number of buildings on fire.

"Showtime, Kade." Heatwave said as Kade exits him. He then transforms.

"On it!" Kade answered as Heatwave threw a hose at him as they begin to pump water at the flames.

"Chase, keep us covered!" Heatwave ordered as they douse the flames.

"Aknowledged!" Chase responded, as he and Chief Burns roar towards a number of Morbots that began to advance towards the firefighters' position.

Chase veers left and right as the Morbots fire their cannons at the police Bot, barely missing him.

"Nice driving Chase, now let's see if we can bring them down." Chief Burns stated.

"I believe I have a solution, sir." Chase replied.

He then drives up between two of the Morbots, and transforms into robot mode, with Chief Burns in his right hand. He places the Chief on the ground.

"Please take cover." He instructed.

"Don't have to tell me twice, partner." Chief Burns responded as he runs off.

The Morbots fire at the Rescue Bot, only for Chase to do a back flip, and jump over the beams. The beams fired from the Morbots then hit each other, as they explode into fiery wrecks.

"Two targets, neutralized." Chase reported as Chief Burns returns to his partner.

"Great work. Now let's keep pressing on." Chief Burns replied.


As Boulder and Blades head towards City Hall, they see the Mayor's office under siege. One of the buildings was about to collapse with people trapped underneath.

"Boulder, I need you to brace the structure."

"Got it, Graham." The bot replied, as Graham exits him and he transforms into robot mode.

Boulder then presses his own weight against the compromised side of the building, as Blades transforms into Robot mode with Dani running up to the people underneath.

"Don't worry folks, we'll get you all to safety." Dani reassured them. "Air rescue Bot, Please clear the debris."

Blades nods, then begins to clear out all of the fallen debris that trapped the people underneath and creates a path for them to follow.

"Please evacuate in an orderly fashion." Dani instructed, as the panicked civilians made a mad dash out.

Suddenly, three Morbots descend down, and began to attack the fleeing people.

"No, not now...." Dani looked on in horror.

"Halt, or face immobilization!" a Morbot threatened.

Seeing that the humans had made it out from underneath, Boulder then releases his grip, and the building finally collapes.

"Boulder, I mean..... Construction Bot, protect the civilians, and stop that Morbot!" Graham ordered.

"Order recieved." Boulder said, in a semi-monotone voice.

He charges at the Morbots, only for them to fire on him. The beams knock the construction bot off of his feet, and he lands on his side hard.

"No, Boulder!" Graham shouted in horror.

"Yes, that's it. Destroy the Autobot!" Starscream's voice said over the Morbot's communicator.

The Morbot advances, as Blades tackles it from behind, knocking it down.

The other two Morbots then take aim at the helicopter bot.

"Blades look out!" Dani shouted.

Blades immediately used the Morbot he just tackled as a shield, as the other two open fire. The first Morbot explodes, and the shockwave it generated sent Blades flying backwards, as he slams into another building.

"Owwww....." He grimaced as he rubbed the back of his head.

"BLADES!" Dani shouted in concern.

"I'm ok.... I think..." He answered her.

Right when the two were about to fire on each Rescue Bot, the sound of another helicopter approaching caught everyone's attention.

From the sky, they can see a military combat chopper fly into view. It then fires it's machine gun, as the bullets tear into the two Morbots, as they fall to the ground with holes in them.

"Who, wha?" Graham was slightly dumbfounded.

The chopper then descends and lands.
The pilot hangs his head out of the window, revealing himself to be Agent Fowler.

"Anyone order fireworks?" Fowler dryly remarked.

"Agent Fowler? But how? where?" Dani stammered.

"Cody told me where the closest airfield was. I figured there'd be at least some military aircraft docked there." Fowler explained. "I'll be here for air support." He then gives a thumbs up, as the chopper then ascends back into the air.


As Ratchet drives down the streets of Griffon Rock, Twilight Sparkle looks out his passenger door window. She can see the humans fleeing in terror as the Morbots continue their assault. It reminded her too much of what happened in Canterlot, when the Changelings and Decepticons attacked. How both Queen Chrysalis and Megatron led their armies into the capital, and took over the city.

"You ok Twi?" Applejack asked in concern.

"This is what happened back at home. It's Canterlot all over again." Twilight explained.

"I know it's hard, sugarcube, but don't you worry about a thing. Cause we're here with ya this time." Applejack reassured her.

"That's right. We're gonna make sure the bad guys lose this time, especially since I'm here, and I NEVER lose!" Rainbow Dash boasted, trying to cheer her friend up.

"Thanks girls, and yes, this time it WILL be different. I won't let this, Starscream, terrorize any more innocent lives." Twilight said, with a new found confidence in her voice.

"And I too will assist however I can." Ratchet also replied. "We must stop Starscream, before it's too late."

Suddenly, a beam hits Ratchet's rear section, causing him to spin out of control. Several Morbots were flying overhead, and continued their onslaught of null ray cannon shots. The ponies were tossed around inside of him, as he careened out of control.

"Brace yourselves!" Ratchet called out, as he flips over on his side.

He quickly opens his rear doors, allowing the ponies to exit him, as he quickly transforms into robot mode.

"Target aquired! Preparing for Immobilization!" One of the Morbots recited, as they converge on the Autobot.

" You can Tell Starscream, that I'm NO easy prey!" Ratchet yelled in defiance, as he rushed towards the Morbots, blades extended, as he began to slice up a number of them.

"Woohaa! You get em' Ratch!" Applejack cheered him on, as Ratchet slices off the cannon arm of one of the attackers, and then proceeds to jump up, and kick the opponent away.

Another Morbot tries to attack him as the Autobot Medic punches it, causing it to fall on the ground, then with one swift punt with his foot, he kicks the head off as it was sent flying.

"Go, quickly, I will fend off these Morbots! You have a mission to complete!" Ratchet instructed.

"What? But we can't just leave you here by yourself." Twilight objected.

"I am more than adequate to handle situations like these. Now, swiftly, resume your task. I will keep them busy, and deter these second rate imitations of Cybertronians off your tail." The Autobot ordered.

"Come on Egghead, We gotta move!" Rainbow Dash shouted, as she and Applejack pressed forward.

Reluctantly, Twilight followed, as she took one last look at the Medic, as he continued to fight.

The ponies turn a corner and see that Heatwave was in vehicle mode with Kade riding inside of him. In the sky, two Morbots flying after them.

"This isn't good we're outnumbered." Twilight stated, as she charges her horn, and fires a beam at the pursuing bots.

One of the Morbots is hit in the leg thruster, and goes down. The other now focuses it's attention on the ponies.

"No you don't" Heatwave said, as he drives himself between the Morbot and the ponies.

"Kade, out now!"

"What?" Kade asked, in confusion.

Before he could react, Heatwave opened his door, and did a hard swerve, launching the human out of him.

"HEY!" Kade complained.

"Sorry Kade, but this is for your own good." Heatwave explained, as he transforms into robot mode.

"You wanna warn me next time?" Kade fumed angrily.

He then shoots streams of water at the Morbot to distract it. The ploy was successful, as the Morbot was now focusing on the Rescue Bot.

"Princess Twilight, now's your chance. I've cleared a path for you and your friends." Heatwave stated, as he and the Morbot grapple with each other.

"Come on girls, Heatwave just bought us some more time." Twilight instructed, as she and Applejack galloped at full speed and Rainbow Dash flew overhead. They were making a B-Line towards the mountain where the lab is located.


As Starscream watched from the monitors, he growled in frustration.

"How is it possible that these, Rescue Bots, are able to fight off my new army? They're not even soldiers. Good for nothing Earth tech."

He then turns his attention to another monitor, and sees the ponies inching closer and closer to the mountain where the lab rested on.

"And as for them....." Starscream seethed, "They must not reach the lab. Scramble, and eradicate them."

"I take it, things aren't going according to your vile schemes?" Doc Greene, still being held by the Morbot, addressed the Seeker.

"I have had enough of your taunting, human." Starscream angrily spoke to the scientist. "Lock him below. Once I've taken full control of the island, I want him to begin his research of allowing me to transform, with out a T-Cog."

He then resumes his viewing of the surveillance of his ongoing conquest of Griffon Rock. But seeing how the Rescue Bots were able to match his new Morbot army was causing the Decepticon to reach his boiling point in frustration.

"Enough of this nonsense. I order all of you. TERMINATE THEM!"


As the ponies continue to trek towards the Lab, what appears to be at least twenty or so Morbots then descend from the sky. They quickly surround them, with their cannons pointed at their targets.

"Not good." Twilight stated as she began to grow fearful.

"Dangnabbit!" Applejack muttered as she took a defensive stance.

"You wanna play hardball? FINE!" Rainbow Dash yelled in defiance.

Twilight then regained her composure, and her horn began to glow.

"Well, if this is indeed the end. I just want to let you know, you're the best friends any pony could ever ask for." Twilight said to her two friends.

"Don't give up yet Twi. We'll find a way outta this. Princess Celestia, and all of Equestria are countin' on us!" Applejack said to the alicorn.

Rainbow Dash simply nodded in agreement.

Right as they stood their ground, the Morbots open fire. Twilight quickly erected another force field to protect herself and her two friends. But the Morbots continued to fire a steady stream at the shield.

Twilight, more determined than ever, continued to pour her energy into the force field. She wasn't going to falter that easily.

"You can do it Twi!" Rainbow Dash encouraged her. "Just give me an opening, and I'll start scrapping them."

The Alicorn can feel her strength begin to ebb away. Keeping the shield up was beginning to take it's toll.

The Morbots showed no sign of letting up, as they continue to fire their beams at the force field.

"I don't know how long I can keep going. AJ, Rainbow, Go now! Save yourselves."

"Nuh Uh, we're in this together. All fer one, and one fer all." Applejack shot back.

"I wouldn't be the Element of Loyalty if I left you hanging, now would I?" Rainbow Dash teased, as she slammed her hooves together, ready to fight.

Right when the shield was about to fail, something unexpected happened. One of the Morbots was suddenly impaled by a sharp object from the back. the blade then protrudes through it's chest, as the Morbot then falls down, deactivated.
Several more are then shot by laser fire. They explode on contact.
From behind the group of Morbots, another figure can be seen, as it shoots and slices up the attackers with blasters and blades. As it got closer, the ponies realized who had saved them.

"WHEELJACK!" The girls shout in unison.

"Ya miss me?" the Wrecker joked, as he blasts another Morbot.

"How did you get here? How did you know we were in trouble?" Twilight asked.

"When you and Ratchet never came back, I figured something was amiss. So, Smokescreen and I bridged ourselves here to see just what the frag was going on around here." He explained.

"Smokescreen too?" Rainbow Dash asked, just as the sound of a car approached.

A familiar race car then rams into a number of Morbots. It then transforms into Robot Mode, and Smokescreen began to unleash a barrage of blaster fire at the attackers, as they fall. Several of the Morbots return fire, only for the Autobot Rookie to dive out of the way. Smokescreen then unleashes another volley of lasers, as more of the attackers were destroyed. He then runs head first into the crowd of Morbots, and sends a spinning back fist to one of them, knocking the head clean off. Smokescreen then jumps out of the way as another Morbot fires it's cannon, he then delivers a flying kick and knocks it down.

From behind him, Wheeljack joins in on the melee, by slicing apart more of the Morbots. One of them tries to shoot the Wrecker in the back, only for Wheeljack to throw one of his swords at the aggressor, impaling it. Soon, both Smokescreen and Wheeljack had wiped out the platoon of Morbots. The ponies cheer on their Autobot friends as the last Morbot in the vicinity fell.

"So, what's the deal with these Con knockoffs?" Smokescreen asked as he approaches the ponies.

"It's a long story, but for now, we need to get to the lab at the top of that mountain. Starscream has taken control, and we need to stop him." Twilight explained.

"So, Screamer's behind this huh? Don't worry, we'll get you up there." Wheeljack reassured the alicorn princess.

"You bet!" Smokescreen added, "Starscream won't know what hit him."

Twilight's face lit up with a smile......
Finally, things are starting to look up somewhat.

"Alright then team, LET'S DO THIS!" Twilight ordered as the Ponies, the Wrecker, and the Rookie began to advance towards the mountain, to Stop Starscream's mad scheme of world domination.

Chapter 19

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"Keep moving!" Smokescreen shouted to the ponies, "I'll cover you!"

As Applejack, Twilight, and Rainbow Dash continued to make a run towards the mountain where Doc Greene's lab was, several of the Morbots have transformed into their armored car mode, and gave chase. Smokescreen turned around and fired his blasters at the pursuers. One tried to avoid the blasts, only to crash into the Morbot next to it, as they both explode into a fiery wreck. Two more give chase, as Wheeljack, in his own car mode, speeds up next to them. He rams into one of them, running it off the road. The remaining Morbot quickly transforms back into robot mode, while Wheeljack, seeing it, also follows suit. The Wrecker, and the Morbot began delivering physical blows to each other.

"I'll handle this, you girls get a move on." Wheeljack called to the others.

He punches the Morbot, sending it flying backwards. He then addresses Smokescreen. "Keep them safe, kid. You wanted to prove yourself, rookie? Here's your chance."

Wheeljack then sees a large armada of Morbots descend around him, and they quickly surround the Autobot.

"Wheeljack!" Twilight called out to him, "He needs our help, girls!"

"Don't worry about me, princess." The Autobot replied. "Wreckers like myself have been in far worse situations than this."

"I'm coming Wheeljack!" Rainbow Dash said as she flew towards the Autobot, only for him to object.

"Keep going kid, I got this. You got a mission to finish." Wheeljack called to the pegasus.

"But," Rainbow Dash tried to say.

But a stray blast in their direction from one of the Morbot's cannons quickly made the pony retreat.

"What are going to do? We can't just leave him!" Twilight complained.

"I don't like this either, Twi, But we don't have a choice. If we can reach the lab, and stop this at the source, then this will all end." Smokescreen explained to her. "We gotta keep pressing on."

Reluctantly, the three ponies agree, as they take one last look at Wheeljack, as he draws his swords.

"So, twenty against one? HA! My kind of odds!" He gloated as the Wrecker began to charge at the Morbots, swords swinging.


"I can't believe we just left them behind like that." Rainbow Dash complained. "Heatwave and his team, Agent Fowler, Ratchet, and now Jackie."

"Fowler, Wheeljack, and Ratch know how to handle situations like these." Smokescreen said to her, as he raced up the mountain path in his vehicle mode, with Twilight and Applejack sitting in the driver and passenger seats, as Dash flew above him. "As for the Rescue Bots, I've heard Optimus mention that they're no pushovers either. They'll be fine. Trust me."

So far, things seem to be quiet on the road to the lab. Too quiet in fact. This gave the ponies and Autobot an uneasy feeling.
With no resistance, they made it to the entrance of the lab.

"That, was way too easy." Twilight stated as she and Applejack exit Smokescreen, as he transforms into robot mode.

"You said it, sugarcube." Applejack replied. "So now what?"

"I say we go in there, and kick some tail!" Rainbow Dash boasted as she swung her hooves in the air.

As the ponies continued to look for a way in, they noticed no visible entrance. That's when Smokescreen stepped up.

"Well, if there's no way in here, then I'll make one." He stated.

"Don't we have to be stealthy about this?" Twilight asked.

"I got this." He answered her as the Autobot quickly transforms back into vehicle mode.

"Hop in, all of you." He instructed as the doors to his car mode open. "You too Dash. Wouldn't want to leave you behind."

"I, don't get it." Rainbow Dash complained.

The ponies, including a reluctant Rainbow Dash then enter him as he closes his doors.

"Pedal to the Metal!" Smokescreen shouted as he revs his engine, then takes off, heading straight to the wall of the building.

"Hold on there, sugarcube!" Applejack shouted in terror. "What in tarnation are ya doin'??!!"

"Smokecreen, you're headed towards a solid wall. We're gonna crash!" Twilight also shouted, shielding her face with her hooves.

"YAAAAAAAAHH!!" Rainbow Dash cried out.

Right when it seemed that their little charge would end in a wreck, Smokescreen then suddenly passed through the solid wall, as if it weren't there at all.

When the ponies opened their eyes, they realized they were still in one piece. There was no crash, and no fiery wreck. In fact, they were now on the other side of the wall. They were inside the lab.

"Huh? How? What?" Twilight was dumbfounded.

"We're ok. But what happened?" Applejack asked the Autobot.

"Told you I got this." Smokescreen said as he lets the ponies exit him, and transforms.

"You just passed through a solid wall. We all did. Was it some kind of magic? I thought the only Autobots that possess magic were Primes." Twilight stated to the others.

"Not magic, but a little trinket I have right here." Smokescreen explained pointing to his right wrist. The ponies notice that he was wearing a bracelet like object, and it was glowing.

"Say hello, to the Phase Shifter. Cool little gadget. It lets me pass through solid objects as if they were air." He explained. "And I can change the settings that will let the effects extend to anyone I'm in contact with too. Neat huh?"

The ponies were stunned by this revelation.

"You wanna give us a head's up next time?" Applejack scolded the Bot.

"Aww, come on. The looks on your faces alone was totally worth it." The Autobot laughed. Only for Twilight and Applejack to glare daggers at him. "Sorry."

Rainbow Dash however, was laughing her flank off.

"Nice one Smoke!" She complimented the rookie, "Best prank ever! You got us good."

Applejack gave a scowl at the pegasus.

"Be serious Rainbow. We don't need another Pinkie Pie right now."

"Fine, AJ." she relented.

"Alright, down to business." Twilight addressed the others. "So which way do we go?"


"Lord Starscream." One of the Morbots reported to the Seeker, "We are still receiving heavy resistance from the Rescue Bots and the humans."

"Tell me something I already DON'T know." Starscream said in frustration. "The sensors detected ground bridge activity, and one of the sentries' surveillance showed the Wrecker, Wheeljack, and Prime's newest recruit, Smokescreen have also arrived on the island."

Starscream then slams his fist angrily against the wall.

"They'll ruin everything!" he shouted in anger. "You good for nothing Morbots had better fix this NOW! Blasted Earth tech....."

"Yes, master." The Morbot responded.

Then the alarm system began to sound.

"Now what??" Starscream muttered.

"Internal systems have detected intruders." The Morbot responed, while viewing the screen where the surveillance cameras were showing.

Starscream growled in anger, and pushed the Morbot aside as he views the screens. He sees Smokescreen, and the ponies walking down the corridors.

"They've infiltrated the premises!" the Decepticon shouted. "You good for nothing Earth Drones! You're incompetent! Find them, and CRUSH them!"


"Scrap...." Smokescreen muttered as they hear the alarms go off. "I forgot about the cameras."

"How, could you have overlooked that?" Twilight said in an annoyed tone. "Now they know we're here."

Suddenly the massive metal doors drop down from the ceiling, and trap the heroes. The hallway had now become a box like room.

"We're trapped!" Applejack said as she took a defensive stance.

"No, we're not." Smokescreen said, as he activates the phase shifter again.

He then picks up the ponies and phases through another wall. They reach a room that had a stair case leading upward.

"That's, going to take some getting used to....." Twilight said, still shaking off the effects of passing through a solid wall.

"Welp, looks like the only way to go, is up" Applejack said as they all approach the stair case.

Suddenly, busting through the walls, were multiple Morbots. They quickly surround the heroes and pointed their cannons at them.

"HALT, or be immobilized!" They shouted in unison.

"I don't think so." Smokescreen said in defiance.

The Morbots open fire, as Smokescreen quickly shields the ponies with his own body. Activating the Phase Shifter once again, the beams from the cannons harmlessly pass through the Autobot and the Ponies. The Morbots instead, have struck each other.

"Now, That... Was a plan!" Smokescreen happily stated, as he looked at all of the downed Morbots.
But his smile quickly faded when he saw the aftermath.

"Aw, Scrap." He muttered.

The stair case had been destroyed in the firefight.

"Now what'll we do?" Applejack questioned.

"Well, I can probably fly us up there one at a time." Rainbow Dash said, "You can fly up there, can't you Twi?"

"I still haven't leaned how to fly properly yet, Rainbow." Twilight answered her.

"But, I saw you fly during your coronation." The pegasus replied.

"I was caught up in the moment. You forgot I nearly crashed afterwards if Princess Celestia hadn't intervened with her own magic."

"Well, true. But I'll fly you up one by one. Don't know how Smoke's gonna get up there though." Rainbow Dash said.

"That's going to take too long. We need to get up there pronto!" Twilight answered back.

"Can't ya teleport us up there, sugarcube?" Applejack asked.

"I wish I could, but I can only teleport to places where I've already been. A blind leap like this can be extremely dangerous. For All I know, we could end up stuck in a wall, or worse."

"My trusty phase shifter will fix that problem." Smokescreen pointed to the device.

"No, it's still too risky." Twilight objected.

"Fine, then I'll go it alone from here." Rainbow Dash said as she flew towards the top of the demolished stairs.

"Wait! Dash, come back!" Twilight shouted,

"Don't worry, I'll be fine. Smokey, take care of them." And with that statement Dash had flown through the opening of where the stairs lead, and disappeared.

"Great." Applejack muttered, "That girl's too headstrong for her own good."

"There's nothing we can do now, except to find another way up." Twilight said, "Smokescreen, think you can find us another access point?"

The Bot activates the phase shifter again, and picks the ponies up.

"No problem." He replied.


"Now let's see...." Rainbow Dash thought to herself, "If I were a Decepticon, where would I be?"

On the upper levels of the lab, The pegasus continued to fly around, searching for the source of all the mayhem.

"Gotta find that satellite dish, and smash it."

As she zoomed around, in and out of multiple rooms in the hall, she was growing impatient.

"Where is it??!!"

She finally lands on the ground and began to think to herself.

"Maybe leaving the others behind like that wasn't the smoothest move......"

She then hears what sounded like rumbling behind her. As Rainbow Dash turned around, she sees two Morbots, in their armored car mode driving towards her.

"Definitely NOT the smoothest move!" She yelled as she takes off.

"HALT!" The Morbots shout, as they fire their cannons at the pony.

Rainbow Dash was able to dodge the beams, but due to her being indoors, there wasn't much room for her to maneuver around.

"Gotta lose these dorks!" She said to herself as she races down the hall.

She then sees a large set of doors ahead of her.

"Here goes nothing!"

Rainbow then plows into them, front hooves first, as the double doors are busted open, and she flies into the room behind them.

The two Morbots follow her in, and continue to pursue her.

"You just don't give up do ya? Well... Neither do I!"

The Morbots transform into robot mode and aim their cannons at her.

Dash then does an aerial U-Turn, and flies at them at full speed.

She slams into one of them, knocking it out the window. The second one fires, but misses the pegasus by mere inches. The tip of her tail was singed.

Dash quickly lands, and begins to blow on it, cooling her tail down, as the Morbot walks up to her.

"Prepare to be apprehended." The Morbot said in a monotone voice.

"As if." Rainbow Dash shot back as she takes off into the air again, and kicks the robot in the head.

The Morbot stumbles backward, trips over some powerlines, and is electricuted.

"HA! Rainbow Dash, Two, Morbots, ZIP!"

"Ugghhh!" a voice said from behind her. "These human built Morbots aren't worth the scrap they're made from!"

Dash turns around to see, a skinny looking grey colored robot with wings on it's back, dagger like fingers, and a pair of red optics glaring at her. She remembered seeing him from Frankie's holocamera.

"So, you're one of those strange, Equine creatures." Starscream said to the pegasus. "I don't know what planet you came from, but Earth shall be your grave."

"And you must be Starscream. Thought you'd be taller." She taunted.

"Watch your tongue, fleshling." Starscream seethed, "You're either very brave, or very stupid to come here. You are no match against Starscream, the Emperor of Destuction!"

"I don't know why, but your name sounds familiar. It's like I've heard it somewhere before." She said to the Decepticon.

"Ah, so my fame has indeed blossomed. No doubt of my vanquishing of the Autobot, Cliffjumper."

Hearing the deceased Autobot's name, Rainbow Dash's ears suddenly perked up. Her eyes widen, and is instantly reminded of why she remembered Starscream's name.....


Flashback, one week ago, in a meadow outside of Ponyville......

"You're really something kid." Arcee said while smiling. "Your attitude reminds me, of an old friend of mine."

"Oh? who?" Dash asked.

"Cliffjumper. You're kind of like him. Brash, Bold, Confident, and never backed down from any challenge." Arcee explained.

"And like your pink friend, he was quite the chatterbox."

"He sounds really cool. So when do I get to meet him?" Rainbow Dash asked.

Arcee's attitude then changed to that of sadness.

"Are you ok?" Rainbow looked on with concern.

"Sorry, I shouldn't have brought up Cliff. It's a bit of a touchy subject." Arcee answered.

"Why not? Isn't he your friend? It's always a good thing to remember your friends." Rainbow Dash said.

"Something bad happened to him. Starscream happened." Arcee told the pegasus, "Starscream is a dangerous Decepticon, and formerly Megatron's second in command. Cliff was captured by the Cons, and murdered in cold blood by Scream's hands."

Rainbow Dash gasped, then looked at Arcee with sympathetic eyes.

"Oh no, Arcee, I... I'm so sorry to hear about that. And I'm really sorry to bring up a subject that brought you so much pain."

"It's alright kid. I learned sometimes talking about it helps with the recovery of loss." Arcee stated to the pegasus.

End Flashback.


Present Day, Griffon Rock, Maine. Doc Greene's Lab....

Rainbow Dash' initial shock, had now turned into rage.

"No..... You..... NOW I remember!" She shouted in anger. "You're the one who murdered Arcee's partner!"

"Hahaha! So you know about that. A great accomplishment if I say so myself." Starscream gloated. "It was certainly MOST enjoyable."

"You're, BRAGGING about it??!!" Rainbow Dash said in both shock and disgust. "NOT COOL! Do you have ANY idea of the hurt and sadness you put Arcee through? I can't believe you! You're nothing but a heartless creep!"

"So, you're Arcee's new little friend? Did she dump poor little Jack for a new pet? No matter, I'll just have to add you to the list of her deceased partners, right next to Tailgate, and Cliffjumper.." Starscream taunted as he picks up a discarded Morbot arm cannon, and points it at Rainbow Dash.

"Now, Perish!"

Starscream fires the cannon at Rainbow Dash as she quickly takes off to avoid the blast.

She began to fly circles around the Decepticon, as he continues to fire beam after beam at the pegasus.

"Hold still, you vermin!" Starscream shouted as he continued his onslaught.

"I don't think so, Screamer! You're going down."

Rainbow Dash them slams into Starscream, and it was rather hard. The Decepticon is knocked off of his feet, and smashes out of a window. Starscream finds himself outside of the lab, in a large open space at the top of the mountain.

"Now that we're not so cramped, let's finish this, Con!" Rainbow Dash declared as she took a fight stance.

"You'll pay for that, pony. I will reduce you to a smear on the ground by the end of this day!" Starscream said as he points the cannon at her again.

He opens fire, only for Dash to take off again. She was far too fast for him to hit.
Rainbow Dash weaves back and forth to avoid the shots.

She makes another quick zip towards the Seeker, and slams into him again. This time, she manages to crack the cannon. Starscream attempts to fire again, but it fizzles out.

"Scrap." He muttered as he discards the damaged weapon, throwing it aside. "No matter, I don't need a weapon to finish you. I think I'll gut you with my claws instead!"

"You gotta catch me first." Rainbow Dash taunted as she began to fly circles around him.

Starscream took swipes at her, but never once hit his target. She was simply too fast for him.

"Blast, If I only had my T-Cog. You would be begging for mercy if I had my wings." He complained.

"What's the matter, Screamer? Can't fly?" Rainbow Dash stuck her tongue out at the Decepticon.

"How, DARE you!!! I have you know, I was once the Air Commander of Megatron's entire Seeker Armada!" He gloated.

"Tell it to somepony who cares!" She said as Dash slams into him again.

Starscream takes more swipes, only for him to miss, as Dash repeatedly slams into him, again, and again, and again.
It seemed to be a futile attempt on the Seeker's part. Rainbow Dash clearly had the advantage.

"GRRRAAAHHH!" Starscream yelled out in pain and frustration as he is knocked over again.

"Enough!" he shouted he gets back up. "Fortunately, for me. I have this....."

He pulls out what looks like a small test tube vial. Inside of it was seemed to be a red glowing liquid.

"Time for a field test." He said, as he injects the contents into his left arm.

"What the?" Rainbow Dash looked on, puzzled.

As the liquid enters his system, Starscream could feel the effects almost immediately.

"Ah.... Just what I needed. A Boost!"

"What are you babbling about, Screamer?" Rainbow Dash said, hovering in the air.

"You'll see....."

With that statement, in a surprising turn of events, Starscream seemed to have disappeared in a flash, as a grey blur rushed towards Rainbow Dash. She is then struck, and fairly hard. Rainbow Dash is sent crashing to the ground.

"OOOWWWW!!!" She muttered as she rubbed her aching side. "What.... What just happened?"

Starscream reappears, standing over his opponent.

"Well what do you know.... The Red Energon works. I would say, this is indeed, a successful field test." Starscream gloated.

"Red Energon?" Rainbow Dash, asked, surprised at the Decepticon's newfound power.

"Indeed, foolish child." Starscream explained. "It gives any Cybertronian that uses it, the power of Hyper Speed. And you, are finished!"

Rainbow Dash attempts to take off again, only for another grey blur to slam into her. She is sent crashing back down to the ground again.

"But, I'm the fastest flyer in all of Equestria." Rainbow Dash said, dumbfounded at the situation.

"Not as fast, as the power of Red Energon!" Starscream gloated again.

She tries to take off again, only for Starscream to use his speed to swat her down before she can get airborne.

"And how quickly the tables have turned." He taunted the pony.

"I need to get airborne. That's the key to my own speed." She said to herself.

But each time she tried to fly, Starscream, using the hyper speed of Red Energon, continued to swat her down before she could take off.

Now bruised, tired, and aching, Rainbow Dash was barely able to stand.

"Gotta find a way to beat this creep. Need to fly." She thought to herself.

As Rainbow Dash attemped to take off again, From Starscream's point of view, Time itself seemed to have slowed down. Yet, he was seemingly still moving at a normal rate. He walks up to Rainbow Dash, seeing her trying to fly again.

"Tsk, Tsk, Tsk." He waved a finger at her. "Even with your wings, it is useless if you can't even take off. You know what your problem is? You're too SLOW! Hahahahaha!!!"

Starscream then extends his dagger like claws.

"And now, to gut you. No more games."

But as Starscream prepared to land the finishing blow on the pegasus, His surroundings then suddenly began to speed up, and before he knew it, Rainbow Dash had slammed into him again at full force. The Con is knocked off of his feet and lands on his back, hard.

"GOTCHA!" Rainbow Dash shouted in triumph, yet panting from the exhaustion.

"What?" Starscream stated in disbelief lying on his back.

He then gives a nervous grin to the pony as she stands on his chest.

"Eh, heh.... The Red Energon wore off... didn't it?"

"You're done, Starscream!" Rainbow Dash said as she hovered herself in the air, and then began to slam her hooves into his face.

"No... What are you doing? No... Stop, PLEASE!!!!" Starscream begged as Dash continued to pummel him.

"This...... Is...... For.......... ARCEE!!!" She shouted as she continued to give him a beating.

As Rainbow Dash continued to give Starscream his well deserved punishment, Twilight Sparkle, Applejack, and Smokescreen had finally caught up, as they approach the two.

They see their friend, giving the former Decepticon air commander a brutal beatdown.

"Rainbow?" Twilight said in astonishment.

"Whoa!" Smokescreen muttered as he watched the event unfold. "Remind me, to NEVER get on her bad side."

"That's showin' em'!" Applejack cheered her on. "Teach that Con a lesson!"

"Please, Enough! Grant me mercy, I beg you!" Starscream pleaded as Rainbow Dash continued to pound him.

"Rainbow Dash, That's enough!" Twilight shouted to her friend. "He's been beaten. Please, STOP!"

The Alicorn Princess couldn't bear to watch anymore. Even if Starscream was an evil Decepticon, Twilight still couldn't stomach watching someone suffering.

Rainbow Dash, finally noticing her friends watching, realized just how far she had gone. Horrified, she quickly stopped her brutal assault on the downed Seeker.

"You.... You're not going to finish me off?" Starscream asked, in astonishment.

"No..." Ranbow Dash replied.

"As much as I want to see you scrapped for what you did to Cliffjumper, for the anguish Arcee had to suffer through, and for all horrible things you did to Griffon Rock, I won't. I'm not like you, and I refuse to sink to your level. You are nothing but a conniving, cowardly, self-serving, scumbag that doesn't deserve to be given the easy way out. Instead, I'm gonna let you leave, and live with the fact you got your can kicked by a supposed inferior being. Get lost Starscream, and I hope for your sake, we NEVER meet again."

She then quickly flies to the rest of her friends, as Starscream sat on the ground, bewildered, humiliated and angered at what had transpired.

"Hey guys." Rainbow Dash addressed the rest of her friends. "I'm sorry you had to see that side of me."

"It's alright, sugarcube." Applejack said, as she put a hoof on her back. "You're still you, and stopped the madness at the source. Good on you."

"Now lets find that satellite dish, and destroy it. It'll stop the signal that's being broadcasted to the Morbots." Smokescreen said.


Starscream, now back on his feet, stared at the ponies. Angrier than ever, and humiliated, he only knew of one last attempt of saving his pride.

"You insolent little, fleshbag!" He muttered to himself. "I will not, I REFUSE, to be bested, by an organic!"

He then points his right arm mounted missile at the ponies and Smokescreen.

"I will not let this humiliation stand! Get Scrapped! ALL OF YOU!!!"

He fires.

Smokescreen notices this.

"SCRAP! Girls, look out!"

The ponies turn to see a missile flying towards their direction. Soon it impacts and an explosion goes off.

"HAHAHAHAHA!" Starscream cackled. " And so it ends! Did you really think, you could possibly defeat the GREAT AND POWERFUL STARSCREAM??!!!"

"You know, you could give Trixie a run for her bits in ego's." Dash's voice said from behind the smoke.

"What? No.... IMPOSSIBLE!" Starscream shouted in disbelief.

The smoke cleared to show that Smokescreen had used the Phase Shifter to protect the Ponies, and himself from the impact of the missile and the flames of the explosion.

"Bad move, Screamer!" Rainbow Dash shouted as she made another rush towards the Decepticon.

"NOOOOOOO!" Starscream shouted in terror.

She slams into him hard. This time, it was enough to knock him off the top of the mountain.

"SCRAAAAAAAAAAP!" Starscream shouted as he fell from the mountain.

Quickly he fumbled around for his ground bridge remote. Nearly dropping it in the process.
He manages to push several keys on it, and a green portal soon opened underneath him. He then falls into it and disappears. The ground bridge then closes.

Rainbow Dash, and the others saw what had happened.

"He..... He got away!" Dash complained.

"Don't worry about it sugarcube. What matters is, we can now stop the attack happening in the town." Applejack said to her friend.

Dash then looks towards the sky, shedding a single tear from her eye.

"I'm sorry, Arcee."

"Are you OK, Rainbow?" Twilight asked in concern, seeing her distraught friend.

"I'll be fine, Egghead." She replied. "Now let's put a stop to this invasion."

As the group began to move towards the lab again, there was a sudden explosion at the top of the building, surprising everyone. The Satellite dish that was controlling the Morbots had been destroyed.

"Huh, What happened?" Twilight asked.

They then see another figure standing next to the now smoking and demolished stub where the satellite once stood. Wheeljack was waving at them. He was also holding a remote detonator in his left hand.

"Ha, should have known." Smokescreen laughed.

"Looks like Bulk was right. That Wheeljack sure is pretty reliable." Applejack complimented the Wrecker.

"Come on, there's still a human scientist that needs rescuing." Twilight instructed, as the group made their way back into the lab.


Griffon Rock Town Center....

As Heatwave, Ratchet, and Chase continued to fight off the Morbots in hand to hand combat, the attackers suddenly deactivated themselves, and went offline. Boulder and Blades were puzzled by this at first.

"What, just happened?" Boulder asked as he pushes one of the Morbots over, as it lifelessly fell to the ground.

"I can only think of one explaination." Ratchet replied as he retracts his blades. "Princess Twilight and her friends did it. They stopped Starscream!"

"Does that mean, it's over?" Kade asked.

"Indeed." Ratchet replied.

"Good work everyone." Chief Burns addressed the others. "Thanks to everyone's efforts, we were able to avoid casualties. All lives have been safeguarded."

They see a military chopper land in the middle of the street, as Agent Fowler exits.

"Custer's Moustache, that was close!" he said as he approached the others.

"I'm glad this is finally over." Graham said to the rest of his family.

"As am I, son." Chief Burns replied.

They then see what appeared to be two cars coming down from the mountain. One was a race car, the other a sports car.

"Huh, where did those come from?" Dani asked in puzzlement.

Ratchet looked on.

"I recognize those two...." The medic said to himself.

As the cars got closer to the group. They come to a halt. From the inside of the race car, Twilight Sparkle, and Doc Greene emerge, and from the sports car, Applejack and a fairly worn out Rainbow Dash exited.

"DOC!" Graham shouted happily. "You're OK!"

"Yes I'm quite fine, thank you." Doc Greene said to the rest of the Burns family.

"Good to see you Doc. I'm sure Frankie would be more than happy to see you safe." Heatwave said to the scientist.

"Frankie, how is she? Is she alright?" Doc Greene asked in concern.

"Francine Greene is unharmed, and safely hidden away back at base. She is expecting your arrival." Chase answered.

"Thank goodness." He then turns his attention to the ponies. "And thank you all for saving me and stopping this madness. Though I am rather intrigued by your abilities."

"Hey, it's no problem." Rainbow Dash said to the scientist. "Just glad we could help."

Just then both Cody and Frankie ran up to the group. Frankie sees her father, and is overjoyed.

"DADDY!" She cried out as she runs up to her father and embraces him. "I was so worried about you."

"Oh, my little angel. I'm alright, everything's going to be just fine. Thanks to these remarkable talking ponies, and the new Autobots I encountered.

"New Autobots?" Cody asked.

Right on cue, Both Smokescreen and Wheeljack quickly transform into their robot modes. This stuns the Burns family, Frankie, and the Rescue Bots. Ratchet and Agent Fowler simply stood silently.

"Noble!" Cody beamed, "Who are you guys?"

"Call me Smokescreen. I'm the newest recruit to Team Prime." He extends his hand to Rescue Bots, as Chase, Boulder, and Blades shake with him. Heatwave however, grumbled to himself.

"Newest Recruit?" Heatwave said, with a hint slight hint of jealousy.

"Something wrong, Heatwave?" Kade asked.

"I don't get it. I've tried to petition for Optimus to have me join his team if there were any openings, and this rookie comes out of nowhere, and takes the spot?" The fire rescue bot complained.

"I do not believe him to be a simple rookie, Heatwave," Chase made a statement, "Please observe his symbol."

Chase points to Smokescreen's Autobot insignia on his shoulder.

"He's, an Elite Guard?" Blades said in astonishment.

"Kinda." Smokescreen answered him. "I never really got a proper graduation. War breaking out an all."

"Still, it's an honor to have you here." Boulder said to him.

Heatwave still grumbled beneath his breath.

"Don't worry Heatwave. I'm sure you'll still get your chance." Blades reassured him.

"And how about you?" Chief Burns addressed the second Bot.

"Name's Wheeljack. I'm not exactly a part of Optimus' little club. I'm kind of a freelancer."

"He's a Wrecker, and an insubordinant." Ratchet grumbled to the others. "His loose cannon mannerisms are insufferable."

"Nice to see you too, Doc." Wheeljack joked at the medic.

"Don't call me Doc."

"What's a Wrecker?" Cody asked.

"Think of them like Black Ops of the Autobots." Agent Fowler replied.

"I see...." Chief Burns said, with a hand on his chin.

"So, these are the Rescue Boys." Wheeljack approached the others. "Didn't think your kind was still around."

"What's that supposed to mean?" Heatwave said, in an annoyed tone.

"Just sayin'. I Thought all Rescue Class Autobots were all wiped out by the Cons during the war." Wheeljack replied.

"Well for your information, we missed the Great War. We were in stasis, and off world during the time." Heatwave shot back at him.

"Calm yourself Heatwave, I am certain that Wheeljack meant no disrespect." Chase said, calming the situation.

"If you guys are done with your male bonding, can we please get back to the task at hand? Like cleaning up this mess? And trying to figure out how to save Optimus and the other Autobots?" Dani interjected.

"Dani's right. Let's get to work, team." Chief Burns ordered.


While the Rescue Bots and the Burns family continued their efforts to calm the masses and assure that the danger had passed, Agent Fowler had to come up with an excuse to Mayor Luskey. To the public, the invasion was due to faulty programming done by Doctor Morocco. They were assured that the Rescue Bots themselves were not faulty, but to prove it, Agent Fowler and Chief Burns took the opportunity to give the Rescue Bots their alibi for being off world. The story was that the Bots are being called back to Washington for inspection, so that another robot rampage would never happen again. All the while, Smokescreen, Ratchet, Wheeljack, and the Ponies stayed away from the pubic.


In the firehouse's basement, the group watched a News report on the recent events, as a middle aged looking reporter in glasses was giving his final words.

"And thus, re-construction begins, as life in Griffon Rock goes on. The Morbot uprising, thwarted, and peace has been restored. We once again, have Chief Burns, his brave family, and our beloved Rescue Bots to thank for another heroic effort. This is Huxley Prescott, signing off."

Kade quickly swiches off the Monitor screen as the Rescue Bots prepared for the next step in their mission.

"Sorry we couldn't give the credit to you, but we have a cover to keep." Dani apologized to the members of Team Prime and the ponies.

"Don't you worry about it, Sugarcube. We ain't out for fame. Well, Maybe not RD here." Applejack joked.

"Shut up, AJ." Rainbow Dash said, as Frankie and Doc Greene removed the bandages from her. The wounds she recieved from Starscream, healed.

"You're quite the quick healer." Doc Greene said to the pegasus.

"It also helped that my new alicorn abilities allowed me to use a healing spell." Twilight said as her horn glowed and her wings began to spread.

"It's hard to believe that mystical energies such as magic truly exist somewhere out in the universe." Doc Greene said to the alicorn princess.

"I believe now is the time, for our departure." Ratchet said to the team, wasting no time. "We must make haste. There's no telling what Megatron may have done to the prisoners."

"Agreed, Ratchet." Heatwave responded. "I've been itching for this for a while now."

"And we're coming with you." Chief Burns said, surprising the ponies, and Team Prime.

"I..... Beg your pardon?" Ratchet was stunned.

"Package Deal, Ratchet. If the Rescue Bots go, we go." Chief Burns said to the medic. "They're more than just our partners. They're family."

"I'm coming too dad, I know what you're about to say, but no way am I staying behind just because you think I'm a kid." Cody also threw in his two cents.

"I know son, which is why I've made you our communications officer."

"Really dad? Thanks!" Cody beamed at his father.

"Before you go," Doc Greene replied, "I want you to take something with you."

Frankie then waves towards the back of the room, as a small orb-like robot hovering in the air flies up to the group.

"This is Dither. My robotic assistant. I've outfitted his optics and audio receptors with powerful cameras and microphones. He'll be your eyes and ears in the sky for your upcoming mission. Please take good care of him." Doc Greene explained.

"Really, you're letting us take Dither?" Cody replied.

"I know you'll be careful with him, Cody." Frankie said. "I wish I could go too, I really want to see the ponies' home."

"Just patch Dither into your computer system, and you'll have full control over him. You'll see what he sees, and hear what he hears." Doc Greene instructed. "Good Luck, Chief, and please, come home safe."

"Thanks, for everything, Doc. You're a true friend." Chief Burns then salutes.

"I can't guarantee your safety, or the safety of your family if you decide on coming Chuck." Agent Fowler warned.

"I understand, Bill. But we're trained for this, and we always put our lives on the line. Be it dangerous rescue missions, or combat." Chief Burns answered him.

"Guess there's no arguing then." Fowler said, as he pulls out his cellphone. He then makes a call.

"Raf, you there, son?" Agent Fowler said into his phone.

"Loud and Clear Agent Fowler." Raf's voice replied. "What happened over there? You guys went radio silent for a while."

"I'll explain when I get back, but as of right now, we need a ground bridge. Lock on to my phone's signal, and you'll find us."

With that, a large green portal then appeared before the group.

"Ground Bridge, deployed, Agent Fowler. See you when you get back." Raf said one last time before he hangs up.

"Well, here goes." Heatwave said, as he and the Rescue Bots enter the ground bridge, followed by their human partners and Dither.

Behind them, Agent Fowler then enters, followed by Ratchet, Smokescreen, and Wheeljack.

"Let's go girls." Twilight instructed, as she, Applejack, and Rainbow Dash also enter. The Ground Bridge Portal then closes.

"Godspeed, my friends." Doc Greene said, as he and Frankie stood silently.


Autobot Base, Outpost Omega One.....


Miko and Pinkie Pie were busy playing Raf's favorite racing video game. Pinkie Pie's car then thrusts forward, and leaves Miko's in the dust.

"That's seven times you beat me!" She complained. "How are you even able to play, without fingers?"

"I don't know, but I just do. This is fun! I should play more of these video games!" Pinkie Pie beamed.

"I don't know how the two of you can be so calm and play games while Optimus and the others are being held prisoner by Megatron." Jack said to the pair.

"Relax, Jack. Everything's gonna be fine. Ratchet went to get help, remember?" Miko reassured him.

"Yeah, so come on.... Smile, Smile, SMILE!!!!" Pinkie beamed at the human teen, only for him to roll his eyes and shrug.

On the other side, Fluttershy hadn't left Bumblebee's side since the others departed for Griffon Rock. She had a worried look on her face, as Raf stood next to her.

"Do you think, he'll be ok? I mean, I know Ratchet said he'll recover, but, I just can't help but worry." The timid pegasus said to the boy.

"Hey, it'll be ok, Bee's too strong be beaten like this." Raf reassured her. "He's been in far worse situations, and always pulled through."

"Really?"

"Yup. Like when he lost his voice box, back during the war. Ratchet told me the story. Megatron interrogated and tortured Bee, but he never gave out any sensitive information. In retaliation, Megatron tore out his voice box and left him for dead. But thanks to Bumblebee's strong will, and a certain field medic, he was able to pull through. We owe Bee's life to that medic." Raf told her the tale.

"Oh, that's horrible. That Megatron is a big bad meanie." Fluttershy replied.

"You don't know the half of it." Raf stated.

"You two doing OK?" June asked as she approached them.

"We're just fine, Nurse Darby, thank you." Fluttershy politely answered.

"If you're hungry, I brought some sandwiches."


Just then there's an incoming transmission. Raf quickly runs up to the computer console. He answers.

"Raf, you there, son?" Agent Fowler's voice said on the speakers.

"Loud and Clear Agent Fowler." Raf replied. "What happened over there? You guys went radio silent for a while."

"I'll explain when I get back, but as of right now, we need a ground bridge. Lock on to my phone's signal, and you'll find us." Fowler answered.

Raf then inputs the coordinates, and activates the ground bridge.

"Ground Bridge, deployed, Agent Fowler. See you when you get back." Raf said as he turns ends the transmission.

He, Miko, Jack, June, Pinkie, and Fluttershy quickly run up to the ground bridge, as the team returns.

The kids were awed by the presence of the four new Autobots as they enter the base.

"So, this is Optimus' base of operations..... Nice." A firefighter like robot said as he looked around.

He and the rest of the Rescue Bots quickly notice the three human children and a nurse standing in front of them.

The bots quickly activate their visors and begin to act like programmed machines.

"What are they doing?" Raf asked in confusion.

"Ohh, are they playing a game?" Miko shouted.

"I don't think that's the case, Miko." Jack replied.

They then see another group of humans enter the base as well, followed by Agent Fowler, and the rest of the Team Prime Autobots. Finally Twilight Sparkle, and her team of Ponies also step through as the portal closes.

"At ease." Ratchet said to the Rescue Bots. "This is Jack Darby, his mother June, and their friends, Miko, and Rafael. They know everything about us."

The Rescue Bots sigh in relief and act normal again.

"More humans know about the Bots?" Cody asked. He then sees Bumblebee, in sickbay.

"Bumblebee!" he called out and quickly ran over to the downed Autobot in the sickbay chamber.

"You, know Bumblebee?" Raf asked the boy.

"Yeah, he came to Griffon Rock a few times. We became friends. I'm Cody, what's your name?"

"Call me Raf. And yeah, Bee's one of my best friends too."

"Bumblebee!" Blades also ran over to the injured scout. "Oh no, what happened?"

"It was horrible." Fluttershy responded. "A very mean red Decepticon threw him off a cliff."

Cody and Blades were rather surprised to find another pony.

"Knockout..." Raf muttered, "I should have known...."

"Hello, I'm Blades, you must be Raf." The helicopter Bot waved at the boy.

"Nice to meet you, Blades."

Fluttershy then sees Cody, and smiles at him.

"Oh my goodness. Another Human child, and you're just as precious. The youth of your kind are truly adorable." Fluttershy happily squealed.

"Um, thanks?" Cody dumbfounded, replied.

"This is Fluttershy, as you can tell, she's pretty nice." Raf introduced her. "She also became Bumblebee's friend when he was stranded on her world. She can even understand his unique language."

"Hey, so can I." Cody replied.

"Really? That's pretty cool." Raf said back to the other boy.

The two human children very quickly got along, As Blades simply stood next to them and Fluttershy and smiled.

Fluttershy was slightly shying away from the new Autobot, as he in turn seemed nervous around her.

"It's ok, Blades." Cody reassured him. "Sorry, Blades is a bit shy."

"Really, well, so am I." Fluttershy replied.

"I think the two of you will get along just fine." Raf stated.

"TWILIGHT, APPLEJACK, DASHIE! You're back!!!!" Pinkie Pie rushed up and gave them all a crushing bear hug.

"Pinkie..... we, can't breathe." Twilight gasped as the pink party pony released her grip.

"Sorry." She apologized.

"What happened over there?" Miko asked. "It took you longer than expected to get back. Not to mention Wheeljack and Smokescreen went over too."

"Things, got a bit complicated, sugarcube." Applejack answered her.

"Was there a battle?" Miko asked with a cocked brow. The ponies darted their eyes back and fourth.

"I KNEW IT!!!" Miko shouted. "There was an epic battle, and I missed it!"

"Battle?" Jack asked in concern. "What happened? I thought Griffon Rock was peaceful."

"Starscream happened." Smokescreen answered the teens. "But you should have seen it, Rainbow Dash here kicked his tailpipe all they way back to the Pit."

"Starscream, should have known." Jack muttered.

"And Rainbow Dash beat him up?" Miko asked in astonishment. "Man I wished I got that on video."

"Who's Starscream?" Fluttershy asked.

"A rogue Decepticon, still here on Earth." Raf answered her.

"Really Dashie, you beat up a Decepticon? This calls for a PARTY!!!" Pinkie Pie beamed at her friend while blowing on a streamer.

"Of course, cause I'm TOTALLY AWESOME!" Rainbow Dash boasted, as she zipped in the air in flew in a figure-eight motion.


After another round of introductions were given by both parties, it was time for business. Miko couldn't help but ask if Boulder was Bulkhead's long lost brother, which confused the construction Bot. The two had never met before.

"Well, now that we're all up to speed, you know the mission ahead of you." Ratchet said to the Rescue Bots and the Burns Family. "You will all require proper equipment. Remember, not only is this a rescue mission, but you will also be going into combat. The Decepticons are far more dangerous and deadly than the Morbots, and therefore, you will need to be armed. Please, follow me."


Ratchet leads everyone and everypony to the hangers in the back of the base.

As he walks down the hallway, they can see multiple hanger doors. Ratchet then opens one of them, and goes inside. He later comes back out with an object in his hand. He then walks up to Chase, and hands him a rod like item.

"This, is the Immobilizer. It has the ability to put any Cybertronian into an instant, and permanent stasis lock. Use it wisely."

"I see. I will not let you down, and utilize this weapon to our advantage." Chase saluted.

They follow Ratchet to another hanger. He again enters, and reemerges with yet another item, and gives it to Blades.

"The Polarity Gauntlet. This weapon can generate powerful magnetic fields. You can use it to repel any Decepticon that ventures too close to you."

"Thank you Ratchet. I'm sure this will come in handy." Blades replied.

Another door, Another Relic.

Ratchet hands Boulder another powerful item.

"And this, is the Apex Armor. It will encase your body in a suit of armor that is virtually indestructable, and amplify your strength by ten-fold."

"I'm sure I'll find this to be very useful Ratchet. Thank you." Boulder answered.

And finally Ratchet returns with the final Iacon Relic.

"Since Optimus chose you to lead your team, To you Heatwave, I entrust the most powerful, and dangerous Relic of them all." He hands the Rescue Bot an object. "The Spark Extractor"

Heatwave holds the relic in his hands, feeling very uneasy about it.

"I'm honored you would entrust this to me, but, I don't feel comfortable using this thing. I'm a Rescue Bot, my goal is to save lives. This device's sole purpose is to take it away." Heatwave objected.

"I understand your grievances, but this is our most desperate hour." Ratchet said in a rather dark tone.

"Alright, I'll hang onto it, but only use it as a LAST resort." Heatwave answered, still uneasy.

"Now that you are all properly equipped, it is time, for us to make our journey, to Princess Twilight's home planet." Ratchet said as everyone followed him.

But as they walk down the corridor, Blades notices something inside one of the hangers, it makes him jump backwards.

"YIKES!" He shouted.

"Blade, you ok? What's wrong?" Dani called out in concern to her partner.

"There...... There's somebody in that hanger!" Blades replied, shivering.

"Huh?" Rainbow Dash asked, as she and Fluttershy both flew up to the window of the hanger, curious to see the contents.
They see what appears to be a Cybertronian female, trapped in a pod of sorts.

"Whoa, who's that?" Rainbow Dash asked, as Fluttershy quickly landed, and began to whimper in fear.

"Someone you don't want to mess with. Trust me." Jack answered her.

"That, is Airachnid." Ratchet explained. "Another dangerous rogue Decepticon. Fortunately, she has been detained, and locked away safely in stasis."


Now that the Rescue Bots have been properly equipped with a relic, it was time to depart for Equestria.

Fluttershy however, sadly walked over to Bumblebee, who was still resting in sickbay. Seeing how he was still in stasis, it was certain that he would not be joining in on the mission. This was perhaps the last time she would lay eyes upon him, and for him to be unconcious, in what appears to be her final goodbye to the scout, broke the pony's heart.

"Bumblebee, if I don't see you again, and if you can hear me, then I just want to let you know, that You're one of the best friends I ever had. I'm going to miss you so much." She cried, as tears were streaming down her face. "Please be well, and take care of your self. You don't need to worry about me. The others will see to it that we stay safe."

Twilight, Pinkie Pie, Applejack, and even Rainbow Dash couldn't help but feel their hearts drop too, as they all shed light tears. The rest of the Autobots, and humans also sympathized with her. Especially Raf.

"Don't worry, I'm sure he heard you." Raf said to the pegasus as she hugged the boy tightly. "And no matter what happens, the two of you will always be friends."

"Fluttershy, I'm so sorry." Twilight tried to comfort her friend. "I know this isn't the proper goodbye you wanted to give him, but we still have our world to save. As long you keep him close to your heart, you'll never truly be apart from him."

"Thank you, all of you." Fluttershy gently sobbed, "You're right. I have to be strong, for Princess Celestia, and all of Equestria."

Fluttershy then regains her bearings, gives a final loving nuzzle to the face of the injured Autobot, and rejoins her friends.

"I'll never forget you, Bumblebee....."

As the Bots, Ponies, and Humans gather around the main part of the base, Twilight Sparkle pulled out the spell book, and began to chant in the ancient Equestrian language once more. As she continued her chant, swirls of energy began to envelop her horn, and it shoots out a beam. The beam again seems to rip open the very fabric of space time, and a portal appears.

"Whoa, this is incredible." Graham stated as he watched. "I don't think any science can explain this."

But like before, Twilight was only barely able to hold it open. The strain of sustaining the portal forced her wings to begin flapping around.

"I don't know how long I can keep this up. This requires a lot of energy." Twilight shouted.

"Don't worry, I got you covered." Smokescreen said, as he places an Energon Cube next to her.

"Smokescreen, what are you doing?" Ratchet asked in confusion.

"Energon amplifies her abilities. Sorry, should have mentioned that sooner." Smokescreen explained.

"Yes, that information would have proven to be most valuable had you mentioned it earlier." Ratchet grumbled in annoyance.

"Thank you, Smokescreen. This is just the boost I needed." Twilight thanked, as she tapped into the Energon next to her, and intensified her magic. The portal now stabilized.

"You did it Twilight!" Pinkie Pie beamed. "Time to go home!"

"And don't think you're going alone. We're coming too." Jack said, as Miko and Raf nodded in agreement.

"Civilians?" Chief Burns questioned.

"I understand your concern Chief Burns, but These three have proved their mettle many times. Without them, we would have faced defeat a long time ago." Ratchet explained.

"I'm still not keen on this." Chief Burns replied.

"Ratchet's right. I can vouch for them as well. I originally felt the same way you did. But these kids are true heroes. Trust me on this one." Agent Fowler added.

"Alright, but I'm still not sure about this..."

"Jack, you will not be going to another planet again." June sternly said.

"What? But Mom... Arcee Needs me. I can't just wait here and do nothing."

"Jack let me finish. What I meant to say is, you're not leaving Planet Earth, at least, not without me!"

This statement took Jack by surprise.

"Mom?"

"Why should you have all the fun? It's time I had an adventure myself. After all, I was young once too, you know." June joked at her son.

"Wow, so Helicopter Mom can be cool once in a while." Miko whispered to Raf, and Applejack.

"I heard that, Miko." June replied.

As the group began to walk towards the portal, they suddenly hear another set of footsteps behind them. Everyone turns around, to see that Bumblebee was back on his feet.

"BUMBLEBEE!" Raf, Cody, Fluttershy, and Blades shouted in unison, as the rushed up to the Autobot scout.

Raf, and Cody hugged each of his legs, while Fluttershy flew up to his shoulder and embraced the side of his face. Even Blades ran up and threw his arms around the Scout.

"I... I thought you were too hurt to come, and that I would never see you wake up...... Oh, what does it matter, I'm so happy you're finally awake." Fluttershy happily smiled at her once injured friend, as tears of joy filled her eyes.

"And it looks like you're ready to join us. I can't wait to fight by your side!" Blades added.

"This is great, he's back in action!" Cody happily stated.

Bumblebee buzzed and beeped at his friends.

"I know Bee, we were all worried about you. But I knew you would pull through." Raf replied to the Scout.

However, Ratchet stepped forwards towards them.

"Bumblebee! What in the Allspark do you think you're doing?" Ratchet demanded.

Bumblebee gave his usual whir of bleeps and blips.

"Absolutely NOT! You're still recovering from surgery." Ratchet objected.

Bumblebee replied in his robotic voice again, only for Ratchet to cut him off.

"EEEEAAAAAAP, EEEEAAP, EEAAAP! You need to rest and recover. Let us finish this mission."

"Ratchet, If Bee wants to come, I say let him." Raf said.

"You are not his doctor, I am!" Ratchet replied to the boy.

"I think he should come as well." Fluttershy added.

"Same here." Blades also chimed in.

"With all due respect, Ratchet. I heard what you said earlier. All able body Autobot are required for this mission. I know Bumblebee has just recovered from his injuries, but if he wants to help, I say allow him to do so." Twilight made her voice known.

Ratchet then gave a sigh and relented.

"Fine, you are clear for duty, as says your doctor." Ratchet said in a defeated tone. "There's just no arguing with you."

Bumblebee gives another round of electronic buzzes, and nods at the assembled group. He then turns his attention to Fluttershy. The Autobot speaks to her in his synthesized language.

"You.... heard everything I said?" she asked, her cheeks now beet red.

Bumblebee nodded, and then addresses her again with another round of buzzes and blips.

"You don't have to say anything, I love you too." she replied.

She then flies up and embraces the Autobot scout, with Raf happily watching.

"Yes, yes.... Let's not delay our departure any further. I'm not certain of how long Princess Twilight can keep the portal open." Ratchet interrupted.

Fluttershy then flies up to Ratchet and smiles at him.

"Is there something wrong, Fluttershy?" The medic asks her.

"Raf told me the story of how Bumblebee lost his voice, and how a brave medic saved his life. That medic was you, wasn't it?"

"Well, I... uhhh.." He stammered.

"Thank You Ratchet." Fluttershy said, as she gently kisses his metal cheek.

"Ahem... Well then.... We should get going." Ratchet replied nevously as he scratches the back of his head.

"This is it people, ponies, and bots." Agent Fowler addressed everyone. "Let's hustle on through."

With that, they approach the portal.

Twilight knew that this was it, the point of no return. Her quest to planet Earth to recruit assistance was successful, and she made several new friends in doing so as well. As she and the others prepared to enter the portal, she felt even more determined than ever to save Princess Celestia, To save Optimus, and ultimately end the evil that plagued Equestria.

All of the Team Prime Autobots were the first to enter, followed by their human companions. Next were the Rescue Bots and the Burns Family. Finally the Mane 6 themselves. Twilight was the last to enter. The portal then closes, leaving behind an empty base.

The counter offensive to liberate Equestria, has begun.


Back at the Harbinger, Starscream had returned to lick his wounds.

"Blast that Island. Griffon Rock, Bah. It was a complete waste of time and Energon." Starscream complained as he limped back towards the main computer console. "I hope to never set foot upon that Primus forsaken rock ever again, or encounter those accursed Rescue Bots..... OR that blasted Pony!!!!"

He then looks at his meager findings.

"At least I still have you." He said as he looked at the rest of the Red Energon. "I now know you work, and I must utilize you to my advantage, If I am ever to have hopes of overthrowing Megatron, and take my rightful place as leader of the Decepticons."

He then sits down, and begins to scheme for his next plan to take down Megatron.

Chapter 20

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In the Ponyville town square, Shining Armor, Princess Cadance, Big Machintosh, and the Cutie Mark Crusaders had been waiting for hours for Twilight and her friends to return. Shining Armor was growing increasingly worried and impatient.

"Don't worry dear," Cadance tried to soothe his anxiety, "Twilight's been through situations like these before. Don't you remember when she traveled to another reality through the magic mirror? And that time only Spike went with her. This time, all of her friends are by her side."

"I know, Cadance, but I can't help it. I feel like I should have gone instead." He replied to his wife.

"Twilight needs to handle this on her own. She needs the experience to hone her skills in being a princess. This perhaps, is another trial that fate has planned for her. There's nothing we can do about it." Cadance said as she nuzzled her husband.

A few moments later, there was a loud crackling sound, almost like thunder, and a massive portal appeared before them. All of the ponies who were in the area gasped and stepped back.

Then through the portal, three familiar giant robots stepped through, along with one they've never seen before.
Bumblebee, Smokescreen, and Wheeljack emerged, followed by a confused Ratchet.

"You're back! Thank Celestia!" Princess Cadance greeted the bots.

"UNCLE JACKIE!" Sweetie Belle shouted as she happily ran up to the wrecker. "And Bumblebee, you're OK!" The rest of the Crusaders also followed suit.

"Told ya, we'd be back." Wheeljack replied to her, as he kneeled down and stuck his hand to her and the others, as they hugged his fingers.

Bumblebee also gave a set of electronic sounds as the assembled ponies smiled at him, happy that he made a recovery.

"And who would you be?" Shining Armor asked the newcomer.

"My name is Ratchet, I'm the medical personnel of Team Prime." He answered the Prince. "So this is your planet. The similarities to Earth, are rather astonishing." The medic looked around Ponyville, seeing that the parallels between the town, and Jasper Nevada were very similar, if not slightly less advanced in technology.

Before anyone else noticed another group emerged from the portal before it closed. The Rescue Bots, all of the humans, and Twilight and the Mane 6 have now arrived.

"TWILIE!" Shining Armor ran up to her, and nearly crushed her in a hug. "I'm glad you're back safely."

"Was there ever any doubt?" She joked to her brother as he released the embrace.

"I see you brought more help." Cadance said to her, "And.... Oh my..... Who are they?" She motioned her attention to the humans.

"This is their world?" Jack asked as he, Miko, and Raf looked around at their new surroundings.

"It feels, and looks just like Earth. It's like we never left." Raf added.

"Except, for some reason, I feel like we're in the middle of some kinda storybook fairy tale." Miko said, "Weird."

"Hmm..." Graham observed, "It seems like their level of tech isn't fully developed yet. Almost like pre-industrial Earth."

The rest of the Burns Family, as well as June, and Agent Fowler also noticed this.

"This could be a problem." Chief Burns pointed out. "They have no means of defense against the Decepticons."

"Agreed." Agent Fowler stated. "And that's why we're here, with the rest of the Bots."

"This place feels, too girly for my taste." Kade muttered, only for Dani to elbow him in the mid section.

"Well, I think it's cute." Dani responded.

"Princess Cadance, Shining Armor, say hello to the Humans. They're the native inhabitants of Earth, the planet where Optimus, and the rest of the Autobots currently reside. They're just like the beings from the mirror world. And these four, are the Rescue Bots." Twilight Sparkle introduced the group to the others.

"I'll need to speak with whoever's in charge, your majesty." Agent Fowler said to Twilight Sparkle.

"I guess that would be us." Cadance replied. "My name is Princess Cadance, and this is my husband Shining Armor. We're the rulers of the Crystal Empire up north, but as of now, we are also the acting head of government of Equestria as well, until both Princess Celestia and Princess Luna can be reinstated."

"I'm Special Agent William Fowler." He introduced himself as he pulled out his ID Badge, "I'm here as a representative of Planet Earth, and for Humankind. I've been informed of the situation by Princess Twilight. Rest assured, we'll do everything we can to rectify the situation."

"Thank you, Agent Fowler, we appreciate any and all assistance you can provide." Shining Armor said to the human with a salute. "I see my little sister succeeded in finding help."

"Little Sister?" Agent Fowler asked.

"Shining Armor is Twilight Sparkle's older brother." Cadance explained.

"I see." Fowler said to the unicorn prince. "You got a brave little sis, your highness. I'm sure you're proud of her."

" I wouldn't be surprised if she got her adventurous side from me. Before I married Princess Cadance and was crowned Prince of the Crystal Empire, I used to be the Captain of Princess Celestia's Royal Guard." Shining Armor explained.

"Hmm, Ex-Military?" Agent Fowler asked the prince.

"You could say that." Shining Armor replied.

"Then I'm sure your expertise and skills would greatly help us, Captain." Agent Fowler saluted the unicorn.

"And my is Chief Charlie Burns. I'm the lead rescue operations and police chief of my community back home. And this is the rest of my team. Their also my sons, and daughter. Kade, a firefighter, Graham, engineer and construction, Dani, aerial rescue, and Cody, communications and dispatch."

The rest of the Burns family waves at the royal couple.

Chief Burns then points to the four new Autobots.

"These are the Rescue Bots, Heatwave, Chase, Boulder, and Blades."

The Rescue Bots salute, as the royal couple look up at them.

"It's an honor to have you here, and we wish to thank you, for coming to our world to aid us." Cadance politely addressed them.

"We'll do whatever we can, your highness." Heatwave replied, "It's our sworn duty to help those in need, and to save lives."

"Agreed," Chase responded as well, "Though we may not truly be soldiers like Optimus Prime and his team, we are no doubt ready to serve and protect. Where ever there is an emergency, Know that the Rescue Bots will heed the call."

"This world is so peaceful. We can't let the Decepticons destroy it." Boulder said as he looked around towards the rest of Ponyville.

"I know, it's really pretty here." Blades added, "And these ponies seem really nice. I can't imagine why anyone would do such horrible things to them."

"Megatron is evil and ruthless. He has no remorse or mercy for anyone." Ratchet explained, "Which is all the reason why we must remove him from this planet, and see to it that Optimus and the others are freed."

"Well, I'm ready to pound some Decepticons." Heatwave said with enthusiam. "What's the plan?"

"Now you're speaking my language, rescue boy." Wheeljack agreed.

"Not without devising a strategy. Fortunately, I am here to create one." Ratchet said as the assembled group of heroes are being led by Twilight towards the Golden Oaks Library.


As the group continued to walk towards the library, they happen to pass by the Ponyville hospital. Fluttershy noticed that there were even more medical tents than usual set up.

"What's going on over there?" The pegasus asked as they noticed multiple ponies being treated for injuries.

"It's the rest of the Royal Guard." Shining Armor explained. "As well as some refugees from Canterlot. Some were lucky enough to escape. The guard who made it out, were hurt pretty badly."

"Oh, that's horrible!" Fluttershy sadly stated.

"They look like they're in pretty bad shape." Jack said.

"Can't you use your magical powers to fight the Cons?" Raf asked.

"We tried," Shining Armor explained, "And it ended in disaster. Megatron has a substance known as Dark Energon in his possession. It makes him immune to our magic, as well as causes a backlash on anypony who attacks him with anything mystical."

"Dark Energon.... Figures." Miko muttered, "Nothing's ever easy."

"I've never seen anything like it before." Cadance added, "Not even Princess Celestia was able to withstand it's effects."

"Dark Energon is indeed, a very Vile substance. It is the blood of Unicron, the Destroyer, and very the anti-spark itself." Ratchet inquired, "To Cybertronians, it can reanimate the dead, allowing whoever resurrected the cadaver full control."

"You mean, ZOMBIES?!" Pinkie Pie asked.

"In a sense, yes." Ratchet answered, "To organics such as humans, the effects are poisonous, and particularly devastating."

Raf, remembering when he was struck by Dark Energon once, shuddered.

"Dark Energon? But I thought that stuff was only a myth." Heatwave stated. "I mean seriously, the blood of Unicron?"

"It's real, deadly real." Smokescreen said. "I've seen it myself. And Megatron from what I heard, has a full stockpile on his ship."

Bumblebee agreed with his buzzes.

"It also appears that the Dark substance also has extremely ill effects on your mystical energy." Ratchet said.

"Tell me about it." Shining Armor replied. "My own magic was repelled back and nearly fried me when I last faced Megatron."

"You faced Megatron and lived? You're one of the lucky ones." Jack said to the unicron prince.

"Then we must find an alternate means for you to defend yourselves against the Decepticons." Ratchet addressed the ponies.

"There's also the Queen Chrysalis and the Changelings, what about them?" Rainbow Dash asked.

"You leave her to me." Shining Armor stated, "The royal guard and I will drive them out."

As they pass by the hospital, Nurse Redheart, quickly called out to Twilight Sparkle.

"Princess Twilight! Thank goodness you've returned. Please, we need your help. I'm not sure how we can treat this many injured guards. All of our doctors are swamped, and even with Zecora's help, we're severely under staffed."

Hearing this, Twilight and her group of assembled ponies, Autobots and Humans quickly observed the situation.
The could see multiple guards needing treatment, as doctor ponies, and Zecora herself scrambling back and fourth to attempt to assess the situation. Seeing that there were too many patients and not enough medical staff, June stepped up.
Seeing the usually peaceful ponies injured and in need of aid broke her heart. She knew what had to be done.

"Agent Fowler, you and the others go on. I'll see what I can do from here." June sternly stated. "Jack, get my bag."

"Mom? What are you doing?" Jack asked, as he hand his mother her bag of medical supplies.

"My job. These ponies need help, and I'll do whatever I can on my part. I'm no soldier or warrior, but this is my calling right here." June explained.

"Nurse Darby, are you even familiar with their physiology?" Ratchet asked.

"Maybe, maybe not, but I can't just stand here and do nothing. Looks like it was a good idea for me to tag along after all." June said as she walks up to Nurse Redheart.

"Who are you?" Nurse Redheart asked.

"My name is June Darby. On my world, I'm a nurse. I'll do whatever I can to help."

"Thank you, Nurse Darby, All and any assistance is greatly appreciated." Nurse Redheart smiled at the human.

"Lead the way. Jack, please be careful. Chief Burns, Agent Fowler, please see to it that my son and the rest of the children stay out of harms way."

"Don't worry Nurse Darby, I'll see to it Jack and the others stay safe. You have my word." Chief Burns replied.

"Your son's in good hands." Fowler reassured her.

She then gives her son a hug, and smiles at him.

With that, the two nurses stepped into the medical tents, and began to do whatever they could to treat the injured.

"Well, At least I know Mom will be safe." Jack said as the rest of the group continue on towards the library. "I hope she can help them."

"Me too Jack." Rainbow Dash said as she hovered next to him. "Your mom also seems pretty cool. The way she went out of her way to help somepony she doesn't even know."

"Yeah, she has a big heart." Jack said as they continue to walk down the street.

"For a town, it's pretty quiet." Dani observed.

"Eeyup!" Big Macintosh replied.

"Yeah, it's even deader than Jasper, and that's saying A LOT!" Miko stated.

"Where is everypony?" Applejack asked.

"I know, it's usually not this deserted. What's going on?" Twilight also asked.

"Do you think it's Zombie Ponies??" Pinkie Pie replied fearfully, causing Fluttershy to shriek and fly up to Bumblebee and the Cutie Mark Crusaders to hide behind Wheeljack.

"Z....Zombie Ponies?" Blades also began to shake.

"No, Pinkie. I don't think it's Zombie Ponies." Twilight answered her in annoyance.

"But all that talk about Dark Energon, and Zombie Decepticons. Why NOT Zombie Ponies?" Pinkie shouted.

"There is no proof that Dark Energon can reanimate deceased organics." Ratchet reassured the pink pony.

"Pinkie for the last time, there are NO ZOMBIE PONIES!" Twilight shouted, losing her patience.

"Zombie Ponies huh?" Kade joked "That would actually make this girly bubblegum world a bit more interesting."

"Kade, just....stop." Dani glared at her brother.

Finally they reach the library. The humans and Rescue Bots stare at it.

"Well, this is it, my home. Welcome to Golden Oaks Library." Twilight said to the group.

"I've heard of tree houses, but this is ridiculous." Miko remarked.

"Well I think it's quite cute." Dani said.

"You would." Kade replied.

"That's actually kinda neat." Raf added as Cody nodded in agreement.

Twilight quickly opened the door and called for her dragon assistant.

"Spike, I'm back!"

A small bipedal reptile quickly came to the door, as the humans and Rescue Bots, and even Ratchet looked on in surprise.

"By the Allspark!" Ratchet gasped, "A Predacon!"

"Predacons? But they've been extinct since before recorded Cybertonian history." Boulder said.

"No, silly goose, that's Spike, he's a dragon!" Pinkie Pie corrected them.

"A dragon, you mean a REAL Dragon? SWEET!" Miko beamed as she walked up to Spike.

"The people from the mirror world? How did they get here? And how come they haven't been changed into ponies?"

That statement confused all of the humans.

"Mirror world? Jack asked.

"And he can talk. Noble!" Cody said in awe.

"This is Spike, my number one assistant." Twilight introduced him to the others.

"And for the record Spike they look like the humans from the magic mirror dimension, but they're not from that world. They're from another planet that's still in our universe." Twilight explained to the dragon.

"Dragons are real here? Fascinating. On Earth, they're just myth and legend." Graham explained.

"We're legends on your world? COOL!" Spike beamed after hearing that comment.

"But aren't dragons supposed to be like, you know, big, giant and ferocious?" Miko asked.

"Spike's still a baby dragon." Fluttershy answered. "And he's not ferocious, why he's the sweetest and nicest baby dragon ever."

"So Spike, why is the town so empty?" Rainbow Dash asked the dragon.

"Well, it's because everypony's scared. News about what happened in Canterlot spread pretty quickly. Especially from the refugees who were lucky enough to escape. They told everypony what happened. About the Decepticons, about Queen Chrysalis, how Princess Celestia and Optimus Prime were defeated. And how Canterlot had fallen." Spike explained, his voice taking on a sadder tone. "That's why everypony's staying indoors. They won't leave their homes."

He then looked at Wheeljack and Sweetie Belle.

"Is it true, Rarity's been kidnapped by the Decepticons?" Spike asked with pleading eyes, not wanting to believe the rumors.

Sweetie Belle immediately burst into tears, as Apple Bloom and Scootaloo hugged her, attempting to ease her worry.

"Smooth one, Spike." Rainbow Dash muttered.

"Sorry." Spike apologized.

"But yes, I'm afraid it's true. They have indeed taken Rarity." Twilight said with reluctance.

"What are we gonna do? We have to save her!" Spike shouted.

"And we will." Wheeljack said to the little dragon.

Bumblebee then spoke to Ratchet in his electronic language as the medic nodded.

"Hmm.yes.yes....I know." He responded.

"You're right Bumblebee." Cody replied to the Bot.

"What did he say?" Applejack asked.

"It is time that we formulated a strategy of counter attack." Ratchet explained.

With that, they began to discuss their plans.


After Shining Armor had given the team a map of Canterlot, so that everyone would be familiar with the layout of the city and the castle, Ratchet began to put his plan into play. He began to brief everyone.

"Thanks to Prince Shining Armor's data, we now have a proper strategic course of action." The medic lectured as everyone listened, "Rafael, Cody, and myself will remain in close proximity here in the edge of Ponyville. We will serve as your base of operations, communications, and reconnaissance."

"I've already began to construct communication headsets for each of you." Raf added, as he pulls one out.

"OOOH, you must be super duper smart like Twilight!" Pinkie Pie squealed happily at the human boy.

"I figure you humans were eggheads, especially after the tech I saw on your world." Rainbow Dash said.

"Moving forward, Agent Fowler, Prince Armor, and myself, have divided everyone into four strike teams." Ratchet continued, "The first team will consist of Prince Armor, and his remaining royal guard. They will keep these Changeling characters at bay."

"Ratchet, I must prostest." Chase interrupted, "I apologize for my interruption, but this will put the ponies' lives in danger. They may suffer casualties."

"Don't worry about us." Shining Armor reassured him. "This is what we signed up for. We're ready to put our lives on the line to protect our home."

"And he won't be alone." Agent Fowler added. "I'm going in as well."

"Bill?" Chief Burns responded in concern. "But aren't you retired?"

"I may be out of shape, but I've got the experience. They're gonna need all the help they can get." Fowler replied.

"Agent Fowler, what do you mean?" Shining Armor asked him.

"Before becoming an agent for my government, I used to be military myself. The Army Rangers. Just because I'm old, doesn't mean I won't stop serving Uncle Sam."

"Who's Uncle Sam? What does he have to do with this?" Shining Armor was confused.

"That's just a technical nickname for my country. Anyways we're getting off track. Main point is, Prime and his Bots saved our world countless times, and it's my turn to repay them." Fowler explained.

"Now, for the second team, Bumblebee, you will lead the Rescue Bots into the heat of battle. While Prince Armor and Agent Fowler will keep the Changelings busy, your task is to engage any Decepticon threat. I'm also counting on you to free Optimus and the others."

"Finally!" Heatwave smiled happily. "We'll make you and Optimus proud."

Blades wasn't as enthusiastic, hearing that he would be thrust into the frontlines, but as the same time, he knew it was for the greater good. That, and he would be fighting along side his idol, Bumblebee.

Bumblebee gave a round of buzzes and beeps to Blades, reassuring that the copter Bot would do fine.

"Thanks Bumblebee. I'll do my best, and I won't let you down." Blades answered him.

"You be careful out there, Heatwave..... I mean, not that we're best buds or nothing." Kade stammered to his partner.

".....Right....." Heatwave replied.

"Come back in one piece, alright buddy?" Graham said to the construction bot.

"That's a Promise." Boulder replied.

"Good luck Chase, and good hunting. Come back safe." Chief Burns saluted.

"Thank you Chief. We will return victorious." Chase also saluted back.

"Blades, take care of yourself. Bumblebee, please watch over him." Dani worriedly said to the two Bots.

"I will Dani. We'll be back, WITH Optimus and the others." Blades answered her.

Bumblebee also gave a round of bleeps and blips.

"He says he'll watch their backs, and see that they come back safe." Fluttershy translated to Dani.

"I know he will." Dani replied to the pegasus.

"Now, as for the third team. This will consist of Smokescreen, Wheeljack, Miko, Jack, and the Burns Family. You will infiltrate the castle, and free all of the diplomats and hostages while the others are keeping the Changelings and Decepticons occupied." Ratchet explained. "Smokescreen and Wheeljack will provide cover, while the humans liberate the captured dignitaries."

"That's our cue, I guess." Jack said.

Miko groaned in frustration.

"Aww, that means I'm gonna miss out on all the action." She complained.

"I promised Nurse Darby to give you the least dangerous mission. It's to keep you safe, and within my sights." Chief Burns stated.

"And as for the fourth and final team...." Ratchet continued, "Princess Twilight, while the other teams are keeping the enemy distracted, you and your friends will infiltrate the tower that holds your Elements of Harmony. I have been informed that they possess great power, and are your world's primary means of defense. Hopefully, this will give us the edge we need and tip the scales, in our favor."

"We won't let you down, Ratchet." Twilight responded, as the rest of the Mane 6 nod in agreement.

"Except there's one hitch you overlooked, Doc." Wheeljack interrupted, "You didn't mention anything about saving Rarity."

"Hmm.... It appears you are correct." Ratchet stammered, "Very well, I will rethink of a proper procedure."

"No need. I'm gonna handle this on my own." The Wrecker said, as he began to walk off.

"Wheeljack, where are you going?" Ratchet demanded.

"Where do you think? I got a rescue mission to mount, and..... " He remembered the promise he made to Sweetie Belle, "it's personal."

"Not without backup, return immediately, so that I can come up with a proper strategy." Ratchet yelled.

"Wreckers don't call for backup, we call, for CLEAN UP!" He gloated as he continued to walk off.

"Wheeljack, please be reasonable. Ratchet gave you an order, it is best you abide by it." Chase said.

"Sheesh, what are you, Ultra Magnus Junior?" He joked, "I do things my way."

And with that, Wheeljack transforms, into vehicle mode, and drives off towards the Everfree Forest, where his ship still rested.

"Wheeljack, come back here.... WHEELJACK!" Ratchet fumed, but he was already gone. "I swear, we don't have time to deal with your loose cannon antics!"

"Now what? We're down one Autobot." Graham asked.

"Don't worry, I'll keep you covered." Smokescreen reassured the Burns family.

"I swear his insubordination will be the death of me." Ratchet muttered to himself. "No matter, I will require my tools so we can begin building our communication devices."

"And patch Dither into our systems." Cody added.

From inside of one of Heatwave's compartments, a yellow orb like robot flies out.

"I've already begun to download his programming into my laptop." Raf said as he sat in front of his computer. "He's going to be like our own version of Laserbeak."

"That's right. Doc Greene informed us that everything Dither sees and hears, will be sent to your laptop." Chief Burns said.

"And with this range booster, we can even keep a remote connection with him even if he were fifty miles away." Cody said as he attaches the device to Raf's laptop.

"Eggheads, Eggheads everywhere." Rainbow Dash whispered to Applejack and Miko.

"Jack, please hand me the power drill." Ratchet instructed.

"Sure thing.......wait, where is it?" Jack asked.

They then see Pinkie Pie fiddling with the power tool.

"WOW, I've never seen anything like this. It's almost like a big egg beater. OOOHH, I bet I can make like a BAJILLION cupcakes with this." Pinkie Pie beamed as she played around with the tool.

"What are you doing. DON'T TOUCH THAT!" Ratchet yelled.

But Pinkie Pie had already put it on the highest setting. The power drill suddenly overheats, and fizzles out.

"Oops." Pinkie Pie muttered.

Ratchet was infuriated.


"I'll, see what other tools I can dig up at the farm. I'm sure there's somethin' we can use." Applejack said to the medic.

"Eeyup." Big Macintosh agreed.

"Say, anypony seen Apple Bloom?" Applejack asked.

"Hey, now that you mention it, Sweetie Belle, and Scoots are gone too." Rainbow Dash observed.

"I wonder where they could have gone to." Twilight Sparkle pondered. "And Spike's missing too."


Over at the town square, Shining Armor and Agent Fowler had assembled any remaining able body Royal Guard that was fortunate enough to escape Canterlot during the first siege. They weren't much, but it was all that was there to offer.

"Alright troops," Shining Armor paced back in forth in front of the lined up guards, "You are here because you are bravest, finest soldiers we have."

"WE'RE ALL THAT'S LEFT!" one of the guard ponies shouted in panic.

"And we're very lucky to have you." Shining Armor reassured him. "It's time we took Canterlot back."

"How?" Another guard yelled.

"It's true that our enemy is powerful, ruthless, and armed to the teeth, but we have something they don't... HEART!" Shining Armor addressed them. "Guards our mission is thus. They have kidnapped our brave comrades, the Autobots and one of my sister's dearest friends. Our job is to infiltrate, free the prisoners, and drive the invaders away from our world. Troops I will not lie to you. There will be physical violence, There will be carnage, and there is most certainly the definite possibility some of you won't make it back. And so, I ask you: WHO'S With US?"

All of the guards simply shivered.

"We don't stand a chance against those war machines!" One guard shouted.

"It's hopeless I tell you. HOPELESS!" Another stated.

"Too scared.... Too scared!" another shouted as he ran off in panic.

Shining Armor hung his head down, and facehoofed.

"Let me try captain." Agent Fowler stepped up.

"Who's this guy?" one of the guards asked.

"I'm the one who's gonna remind you all of who you are!" Agent Fowler replied.

He then points to one of the guard ponies in the front row.

"You there, what's your name son?"

"S....Soaring Thunder, sir."

"And let me ask you.... Why did you enlist?"

"Well, I wanted to make a difference, to help those in need." He replied.

"And you will, this mission will be the most important mission of your life. A chance for you to help everyone on your world. Isn't that what you want, for your world to be safe?"

"Yes, it is sir." the pony replied.

"And you," Agent Fowler pointed to another guard. "What's your reason for joining the guard?"

"Well, After the first Changeling attack, I wanted to protect my family. I wanted to be trained to defend the ones I care about. My wife is expecting our second foal."

"Then do it for your wife, and your unborn child. Don't you think your baby deserves to live in a safe world? A world where the child's future can be secured?"

"Y..You're right." The guard replied.

"You're not doing this just for yourselves. The situation may seem hopeless, but you can't let that break your spirit. There's too much riding on this. I know that many of you have loved ones, friends, families, and homes. So do it for the ones you love. Fight for your friends, fight for your families, fight for your homes, fight for your future, and most importantly of all.... fight for your FREEDOM!"

Hearing these words, the guard then cheer, and got their second wind.

"Prince Shining Armor, we're with you!" one of the guards shouted.

"We'll fight to protect our loved ones." Another agreed.

"I'm impressed, Agent Fowler. How did you do that?" Shining Armor asked.

"I'm Ex-Military myself. I've been on the frontlines in hopeless situations, but I always managed pulled through. Raising Morale, is a part of my job."

But as Shining Armor turned around, he sees Cadance, with a worried look on her face. She then turns around and runs off.

"Cadance? Where are you going?" Shining Armor called to her.

"Looks like trouble with the Missus." Agent Fowler stated. "Don't worry, I got everything covered here. Go talk to her."


As Cadance ran, she approached a bridge overlooking a stream. She sticks her head over the bridge and looks at her own reflection in the water. Through the refection, she notices Shining Armor's was right next to her's. She looks up at her husband, with tears in her eyes.

"Cadance, honey, what's wrong?" He asked in concern.

"I.... I thought you retired. That you weren't going to put yourself in danger anymore." She explained to her husband.

"Is this what's bothering you?" He asked in astonishment. "Candance, It's something I have to do. I need to lead the guard so that our world can be saved, and so that Princess Celestia, Princess Luna, and Optimus can be freed."

"I know, but, you're also a prince now. What if something happens to you? The Crystal Empire needs you, Twilight needs, you..... and..... I need you."

She gives him a deep passionate kiss.

"I'll have Spike send a letter to the Empire. I'll have Flash Sentry come down here instead and lead the troops in your place." Cadance said to him.

"Absolutely NOT!" Shining Armor objected. "Look, Flash is a good kid, and one of the best guards we have. But he's still a rookie, and has no experience in leading a battalion into battle. The kid's only gonna get hurt. And I also know how Twily feels about him. She'd never forgive me if anything were to happen to him."

"But she needs you too." Cadance complained.

"I'm the only one who can do this. And don't worry, Agent Fowler will be there with me. We'll watch each other's backs. I'll come home safe, I always do. That's a promise."

"You better keep it." She said to him, as the royal couple embrace.


As Twilight looked at the others beginning to put their plan into action. She couldn't help but feel anxiety and some fear and worry pang at her heart. She was going into battle, even though she had been in similar situations, she felt that this time, it was more than she could handle.

Seeing that Ratchet had finally obtained some tools that Applejack had given him, he had to improvise while working on the communication headsets he was making for everyone.

"Umm, Ratchet?" Twilight addressed the medic.

"I am rather preoccupied at the moment, Princess. What do you require?" He responded in a somewhat impatient tone.

"I'm sorry to interrupt you, but I have a small question."

"Yes, what is it?" He asked.

"Well, do you ever, you know, get scared?" She asked.

Ratchet then stops his work and looks at the alicorn princess.

"Why do you ask?" He inquired.

"It's just that, well, I'm just a little pony. I may be a princess who excels in magic, but even that's been rendered useless by Dark Energon. Where as you, and the other Autobots, are so large, and powerful. You're essentially titans. Especially Optimus. He's always been so strong, in body and will. I don't know if I'll ever be able to emulate his image. I know the girls need me to lead them. But what if I fail? What if I'm not good enough? If Megatron can take down someone as strong as Optimus, I don't know what chance I stand against him?"

Ratchet then sighs, and kneels down to meet her at eye level.

"Princess Twilight, I have seen your capacity for courage and bravery. The way you handled yourself during Starscream's siege of Griffon Rock has proven that." Ratchet explained to her. "When I look into your eyes, I see the same determination, will, and spirit that Optimus possesses."

"You do? But he's all powerful." Twilight said to the medic. "You're all larger than life."

"Perhaps, but he wasn't always so." Ratchet explained. "He was once very much like you. The parallels between the two of you, are uncanny. I am beginning to see why the two of you got along so well."

"I don't understand... I mean, I know he mentioned that he wasn't always the leader of the Autobots, and that he wasn't always a Prime, but I can't picture him in any other way." Twilight stated.

"Then perhaps, I shall help clear up the explaination." Ratchet commented.

He then began to Tell Twilight Sparkle the story of Orion Pax, the origins of Megatron, and the beginnings of the great Cybertronian War....

http://www.youtube.com/watch?v=Cfwsoe22Wo0

Twilight's jaw had nearly hit the floor after hearing the story. She remembered that Optimus once told her of his life as an archivist before the war, but the similarities between the two astonished the young princess.

"So you see, Even someone like a simple librarian from the Iacon Hall of Records, can become something of a legend. Do not doubt yourself Twilight Sparkle. I see that you being coronated as a princess, is equivelant, to Orion Pax, ascending to the rank of Prime."

"I... I had no idea." Twilight admitted, "This is truly amazing!"

Her respect and admiration for Optimus Prime had never felt stronger. She then had another thought.

"Ratchet, on my world, when Princess Luna returned as Nightmare Moon, she tried to cover the world in eternal darkness. we were able to defeat and purge her heart of evil. Princess Luna and Princess Celestia quickly made amends and became a family again. Megatron's situation almost feels the same, since he and Optimus once considered each other like brothers. Do you think, Megaton could ever be reformed?"

"According to Optimus, anything is possible. But I cannot see it happening anytime soon. Megatron is pure evil. He's slaughtered countless billions. Too many live have been lost by his hand personally. But, that's just my personal opinion."

"I see." Twilight replied. "Thanks Ratchet, I know what I must do now."

Twilight gives Ratchet a smile, as he nods at her with approval.


As Wheeljack reached the Jackhammer deep in the Everfree Forest, he transforms back into robot mode.

"There you are, right where I left you, old girl. And it looks like you're finally ready to fly."

He then approaches the ship and presses several buttons in sequential order, and the hatch opens.

Wheeljack then enters his ship and heads towards the cockpit.

Little does he know, he was followed. Behind him, Scootaloo on her scooter, pulling a wagon behind her, with Apple Bloom, Sweetie Belle, and even Spike all walked up to the ship.

"Wow, so that's Wheeljack's ship. Pretty neat." Spike beamed.

"And it looks like he finally fixed it." Scootaloo beamed.

"Come on, let's get on before we miss our ride." Apple Bloom instructed, as the Crusaders and Spike quickly hop on, just as the hatch began to close.

Wheeljack then presses a number of buttons, and the ship takes off.

"Next stop, the Decepticon Warship. Hang in there Rarity. I'm on my way."

Chapter 21

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Optimus, Bulkhead, and Arcee, in stasis cuffs, were being led through the once beautiful, but now partially demolished streets of Canterlot. Several Vehicons had their blasters trailed on the Autobots from behind while Soundwave, carrying Luna's cocoon, and Dreadwing, holding Celestia's, were in front of them with Megatron leading the way, and Chrysalis hovering next to him. All the while, a number of Chrysalis' changeling drones buzzed around their heads sneering and making faces at them.

Two of the Changelings began to spit in Arcee's and Bulkhead's faces, laughing while they did so.

"Oh you think that's funny huh, bugface?" Bulkhead threatened, "How about I wipe that smile off your mug?!"

"Save it Bulk." Arcee said to him. "Still, they're nasty little buggers."

"Move it, Autobot scum!" The Vehicon ordered, pointing his blaster at the Wrecker.

"This has indeed, been a most satisfying day." Chrysalis gloated, as they made their way to the Canterlot town square right in front of the Castle. "My reign shall soon begin, and all of Equestria will tremble before the new Changeling Empire!"

Megatron simply glared at the vile Queen.

"Just be swift about it, Chrysalis. I don't want to have to stay in this wretched planet any longer than I have to." Megatron snapped. He then turned his attention to Soundwave.

"Soundwave, as soon as our....guests.... have been dealt with, see to it that a mining operation is sent to the mountain outside of that town known as Ponyville. I wish to gather the Energon before our departure from this backwater hole."

Soundwave nods to his master, awknowledging his order.

"Chrysalis. Megalomania and a lust for power sent Megatron down his path. Tell me, What sent you down yours?" Optimus asked, as the Changeling Queen merely scoffed at him.

"You truly are a heroic fool, Optimus Prime." She sneered, "Clearly we Changelings are far superior than these pathetic Ponies. It is our birthright to be the true rulers of Equestria. All will submit."

"You're MAD!" Celestia shouted at the Queen. "I won't let you enslave my subjects for your own evil ambitions!"

"You no longer have a place to speak, Celestia." Chrysalis said, "You're old news, obsolete. And I, am the new order."

"You are just as destructive, and evil as Megatron. It appears that this world has spawned it's own Decepticons. In Equestian skin." Optimus grimly remarked.

"Enough of your prattle. We have reached our destination." Megatron said to the group as they reach the Canterlot town hall.

"Why have you brought us here, Megatron?" Celestia demanded, as Dreadwing held her cocoon firmly.

"For your public execution." The Decepticon leader remarked, with an evil grin.

Celestia, and the Autobots were shocked at what Megatron had told them.

"What?" Celestia replied, her eyes widening.

"No, you can't!" Arcee shouted. "The Ponies of this world depend on her!"

"Leave the princess out of this, Buckethead! She's got nothing to do with our war!" Bulkhead also added, struggling to break his stasis cuffs.

"Silence!" Megatron shouted, "Princess Celestia, and Princess Luna, shall be made an example of. Let this be a message to the known universe.... All who defy the Decepticons, will be crushed."

"Megatron, leave this planet, and it's inhabitants out of this quarrel. Your war, your conflict, is with me." Optimus stated, "You have always wanted to take my life. If it will save Equestria, then I will relinquish my spark."

"Optimus, no!" Celestia pleaded with the Autobot leader. "Please, don't give up your own life to save ours. I could never trade a life of another just to safeguard my own."

"How sentimental of you Optimus, and how predictable." Megatron scoffed. "All the more reason for you to witness the execution first hand. To know, that you failed, that you couldn't protect those you care about. How many lives have suffered now because of your mere presence? I've lost count over four billion. And now, you can add Equestria to your list of doomed worlds. Face it Optimus, you destroyed this world just as much as I have. Where is that warrior spirit now? You cannot save the princesses, nor the inhabitants of this pitiful planet, nor will you be able to stop my conquest of Earth, and the Humans. They're next on my list."

Megatron, Chrysalis, the Vehicons, and Changelings all began to cackle and laugh evilly together. Even Soundwave seemed to join in, motioning his body as if he were laughing as well. Dreadwing however, merely stood in silence, holding Celestia's cocoon.
Celestia, Optimus, Arcee, and Bulkhead would only watch in horror, as the Decepticon had set up what appeared to be platform leading to a giant vat of molten steel at the center of the town.

"A smelting pit? Here??!!" Arcee said in shock.

"Indeed." Megatron answered her. "And your final resting place."


Little to the Decepticons know, a little yellow orb like robot was hovering high above the city, observing and recording everything that was said and done.


The Mane 6, Humans, Team Prime, the Rescue Bots, and what was left of the Royal Guard had made their way through the underground crystal caverns, and snuck into Canterlot with no resistance. The Ponies, and Humans were all wearing headsets so that they could communicate with each other. As the team kept themselves hidden in the city, and moved into position, Heatwave then received a transmission from Ratchet, who with Cody, and Raf, were still back at Ponyville, acting as their base of operations, and communications hub.

"Heatwave, do you read?" Ratchet said over the commlink.

"Loud and clear, Ratchet." Heatwave answered.

"We have a dire situation." Ratchet replied, after hearing and seeing what Dither spied on through Raf's laptop about Megatron's plan. "Megatron is preparing to execute the prisoners. You must act quickly, for time is off the essence."

"Oh no, Princess Celestia." Twilight said in concern. "We have to hurry."

"What are we gonna do, y'all?" Applejack asked.

"We hit them hard, and stop them any way we can." Smokescreen added, as Bumblebee agreed with a number of electronic bleeps.

"It's time we started our diversion." Agent Fowler stated, "Captain Armor, are you, and your boys ready?"

"Ready, and willing." Shining Armor replied, as he and the guard saluted.

"Then, let's do this." Fowler responded as they inched closer towards the town center, as they can now see the Decepticons, the Changelings, and Optimus and the captured Bots.

"No, Bulkhead!" Miko cried out, as Applejack quickly held her back.

"Not now, sugarcube, I know how ya feel, believe me, I wanna help to, but we gotta be patient." Applejack said to her, "Keep to Ratchet's plan, and we should be fine and dandy."

"Arcee..... I'll get you out of this. I swear." Jack said, as he and Rainbow Dash nod to each other.

"Ditto." Dash agreed.

Twilight's eyes also spots Optimus in stasis cuffs, being held prisoner as the Vehicons had their blasters pointed at him.

"Optimus, thank goodness you're still alive." She said to herself. "I'll get you out of there, I promise."

"Those are the Decepticons? Scary looking bunch." Graham said.

"They don't look so tough." Kade scoffed, "I bet you can take em' easily, right Heatwave?"

"You bet." Heatwave agreed.

"I'd still be careful, you guys." Dani warned, as Blades shivered behind her.

"Maybe this wasn't such a good idea...." Fluttershy trembled.

"I have to agree, This seems a bit, overwhelming....." Blades agreed.

"No time for cold feet now, soldier." Fowler said to him, "We can't back out after coming this far. Both this world, AND Earth are depending on our actions, here and now."

"Agreed, Bill." Chief Burns added, "Saving Optimus, and the Princesses is our main priority. It's now, or never."

Bumblebee then addresses the Rescue Bots with his buzzes.

"You heard him, boys." Heatwave said to the rest of his team, "Lock and load."

Each of the Rescue Bots then prepare the Iacon Relics that they've been given.

Chase extends the Immobilizer, and arms it.

Blades puts the Polarity Gauntlet onto his right hand.

Boulder holds the Apex Armor, getting ready to use it.

And Heatwave, puts the Spark Extractor, into his frontal storage unit, in case of things get too extreme.

As the team watches, they see three figures step up to the platform, over the smelting pit vat. One was a large blue figure with what appeared to be wings on his back, holding Celestia's cocoon.

"Dreadwing!" Rainbow Dash seethed under her breath. "He and I got some unfinished business." She slams her front hooves together.

"And he has Princess Celestia." Twilight added.

Another was a faceless, skinny blue robot, holding Luna's cocoon.

"That's Soundwave." Smokescreen warned. "Guys a total creepo. Don't underestimate him."

"So he's the Con who snatched Rarity?" Applejack said with a hint of anger in her tone. "Nopony nabs our friend and gets away with it!"

They also see an insect like creature with a long green mane, and a crooked horn. She also had a number of others like her around her, but smaller.

"It's the big meanie queen herself! Chrysalis!" Pinkie Pie said.

"The bug queen herself huh?" Smokescreen.

"Eww, they're totally gross." Dani gagged.

"Bugs, why did it have to be bugs." Kade complained, shuddering at the sight.

Then finally they see a large spikey looking silver figure approach the platform.

Bumblebee gives a number of buzzes and beeps to the rest of the team.

"Megatron....." Twilight Sparkle said as the rest of the team look on.

"So, that's him? The big King Con himself." Heatwave stated as he looked upon the Decepticon leader for the first time.

"A rather imposing figure." Chase added. "No doubt he is heavily armed, and highly dangerous. Subduing him will be most difficult."

"This guy just REEKS of evil." Boulder said, "We gotta stop him."

"Th.... That's Megatron? Why didn't anyone tell me he was so.... scary...." Blades trembled.

Fluttershy was also whimpering and making squeaks at the mere sight of the Decepticon leader.

"Oh, I wanna go home, and hide safely under my bed, with my TEDDY BEAR!!!" Fluttershy complained as she continued to shiver.

Both Pinkie Pie and Applejack looked at Megatron, with chills running down their spines. They've never seen a figure so menacing before.

"Just looking at that creep makes me mad!" Rainbow Dash said, pumped and ready to fight. "I can take him with one hoof tied behind my back."

"Don't get cocky, Rainbow." Twilight warned. "This guy is bad news. I've seen him in action. You don't know half the things he's capable of."

"Tell me about it. He and his goons nearly wiped out my entire platoon." Shining Armor added.

They then see Chrysalis fly up and take center stage at the platform, as she began to address at the gathered population of Canterlot, still being held prisoner by the Changelings and Decepticons.

"Ponies of Canterlot, and all of Equestria. I am, Queen Chrysalis of the Changeling Empire, and your new ruler. Here is your precious Princess Celestia, and Luna, defeated, and captured. I have beaten them, as all who dare to oppose me. I am power unlike any of you have known, Absolute, Infinite, and unrelenting. You have no choice, but to prepare yourselves to accept me as your new Queen, as my subjects....and my SLAVES!"

The crowd gasps in horror as they listen to Chrysalis's words.

"And for my first decree as your newly coronated Monarch, we shall dispose of the former. Now bear witness, as we execute both Princess Celestia, and Princess Luna."

"Coronation is it?" Megatron muttered to himself, as he watched her address the crowd. "This is more like Bad Comedy."

Paying no mind to Megatron's remark, she orders the Changelings to take Luna's cocoon from Soundwave. The night princess was still unconcious and in hibernation within her imprisonment.

"No!" Celestia shouted, "Please, take me instead. Leave my sister out of this."

"Stop this madness now, Megatron." Optimus demanded. "Our war does not concern these beings. They have no part in it."

"All the more reason to see this through, to break your spirit, to present you the fact, that you failed to protect these lesser creatures." Megatron taunted.

"No, you can't!" Arcee shouted.

"Leave her out of this!" Bulkhead also yelled.

"Anything else you would like to say to your dear sister, before we drop her in the drink?" Chrysalis mocked as Celestia watched in horror.

"We're out of time!" Shining Armor said to the rest of the guard. "We have to move, now!"

"Then let's do this, Shiny Sides." Fowler agreed.

"Hop on, Agent Fowler!" Shining Armor instructed.

"I'm kinda hefty, you sure about this, your highness?"

"I used to lift small boulders during my cadet years for strength training. You'll be fine."

"Alright then." Fowler responded as he climbed on Shining Armor's back. His knees did buckle a bit.

"You must keep the opposing forces occupied and distracted long enough so that the other teams can free the prisoners, and obtain the Elements. We will keep in touch. Good luck, all of you." Ratchet said over the commlink.

"And don't worry, We'll make sure to monitor what we can with Dither." Cody also added. "Raf and I will help coordinate with any attack plan."

Understood, and thanks for everything, guys." Shining Armor said into his headset. Twilight and the others nod to him in agreement.

"Good luck, BBBFF. Be safe." She said to him as the siblings give one last embrace.

"Let's do this, For Princess Celestia, for Equestria...... Royal Guard...... CHARGE!!!!!" Shining Armor shouted, as he, and the rest of the guard charged out, as multiple Unicorns galloped towards the platform, and Pegasi took to the skies, each pushing a thunder cloud.

"What??!!" Megatron said as he looked at a group of ponies charging towards the platform.

"It is that fool who we encountered during our first siege, Lord Megatron." Dreadwing reported.

"Clearly he is suicidal." Megatron replied.

"Shining Armor." Chrysalis remarked, "So he's just as foolhearty as ever. Go my children, we outnumber his forces. Attack!"

With that order, the Changelings take off and begin to charge towards the guard as they soon clash.

Multiple Unicorns and Changelings begin to lock horns with each other, as other began shooting magical bolts at each opposing sides. The Royal Pegasi Guards also swooped down, and pounding on their thunder clouds, they sent lightning bolts at their attackers.

Soon, the Changelings themselves began to take the forms of more intimidating creatures, such as Manticores, Timberwolves, Rock Crocodiles, and Cockatrices. Soon the royal guard also played their trump card. Soon Earth Pony guards, pulling catapults, began launching boulders at the attacking Changelings.
Fowler and Shining Armor made a B-Line towards the platform, as one Changeling plows into the Prince, knocking the human agent off of him.

"UUUGGHH!" Fowler muttered as he gets back up, only to see a number of Changelings surround him.

"Ok, you bugs want me? Then COME ON!"

One of the Changelings charges at Fowler, only for him to plant a fist right into it's snout, knocking it out.

"I still got it." He said to himself.

Several other changelings then envelop themselves in pillars of green light, and change themselves into splitting images of Fowler himself.

"Sweet Lady Liberty!" he shouted.

'SWEET LADY LIBERTY!" the dopplegangers also repeated.

"Well, I hate to bust up such a handsome face, but...."

He then charges into the crowd and starts swinging his fists, knocking out a number of the fake Fowlers. Each one falling to the ground, and turning back into their original forms.

"You may have my good looks, but you don't have my skills."

Shining Armor also blasts away a number of attackers with a magical beam, as Fowler climbs back on him.


All the while Optimus, Arcee, Celestia, and Bulkhead looked on in astonishment.

"It's Shining Armor and the guard." Arcee stated, "What are they doing?"

"I knew I could always count on him." Celestia complimented the young prince.

"Wait a sec." Bulkhead pointed out, "Is that..... FOWLER!!??"

"How did he get here?" Arcee asked in astonishment.


Megatron however, was not amused by this attack.

"Dreadwing," He called to his second in command, "Deal with these, annoyances."

"As you command, master." Dreadwing replied, as he transforms into his jet form, and flies towards Shining Armor and Agent Fowler.

Dreadwing then transforms, and lands right in front of the Prince of the Crystal Empire, and the human agent.

"Brave of you, to launch such a campaign against us, Captain. But your actions were foolish." the commander of the Decepticons stated, as he draws his sword.

Shining Armor, taking a defensive stance, and using the magic from his horn, also conjures up a blade of his own, ala Green Lantern style made of magical energy.

"Two can play at this game."


"BBBFF!" Twilight Sparkle called to her brother as she watched him begin his duel with Dreadwing, "I need to help him."

"No, Twi, don't!" Applejack stopped her, "He'll be fine. Yer brother's trained for this, and there's a reason why he's the Captain. Have faith in him. Besides, we got a job of our own to pull off."

Reluctantly, Twilight relented, she knew Applejack was right.

"Then let's make this count girls." Twilight, now feeling more determined than ever to stop this evil, "Let's get the Elements."

"And we'll keep you covered." Heatwave said, as he and the rest of the Rescue Bots prepared themselves.

Bumblebee also gave a number of electronic whirls, and nodded in agreement. He then addresses the rest of the Bots.

"I'll keep the humans covered, Bee." Smokescreen said to him. "Give old Megs one for me!"

They then hear Megatron giving out a new order.

"Decepticons! The execution area is under attack. Crush this foolish uprising."

They then see multiple Vehicon Seekers, and Insecticons fly towards the area.

"That's our cue." Heatwave said, "Rescue Bots..... ROLL TO THE RESCUE!"

Bumblebee, and the Rescue Bots quickly transform into their vehicular modes, and roll into the battlefield themselves.

"Girls, let's go!" Twilight ordered as the rest of the Element Bearers also made a B-Line towards the tower where the Elements are held.

As the Vehicons and Insecticons were about to reach the battle amongst the Royal Guard and the Changelings, they were suddenly distracted by the sound of sirens wailing, and heading towards their direction.

Megatron looked on, to see a familiar yellow muscle car heading towards the platform.

"The scout lives??!!" He bellowed, "I knew Knockout would fail in exterminating an Autobot."

But then he sees something else that he never expected. A firetruck and a police car racing towards the area behind Bumblebee with their sirens blazing, and a green bulldozer behind it. Above, an orange marked helicopter also hovered and flew towards the area. The four vehicles, and Bumblebee then quickly transformed into robot mode.

"WHO IN THE PITS OF KAON ARE THEY??!!" Megatron shouted, as Chrysalis also stood next to him shocked.

"It's Bee! And he's brought help!" Bulkhead said, still struggling with his stasis cuffs.

"Are they, who I think they are?" Arcee asked as she looked at the newcomers.

"Indeed, Arcee. It is none other than Heatwave, and the Rescue Bots. No doubt, Twilight Sparkle has mastered the spell, and brought reinforcements to Equestria from Earth." Optimus answered her.

Overhearing what Optimus had just said, Megatron then began to laugh.

"Really now, Optimus? Are you so desperate, that you would rely upon a group of obsolete servant class Rescue Bots?" Megatron scoffed. "So much for your so called, reinforcements. CRUSH THEM!!!"

With that order, The Decepticon forces began to fire upon the rescue team.

"This is it!" Heatwave shouted as Bumblebee armed his blasters, and began to open fire.

Chase, using the Immobilizer, shoots a beam at a number of Vehicons, freezing them in their tracks.

"A most crafty tool." He said, "This will definately be of great use in apprehending perpitrators."

Heatwave, and Bumblebee began to punch away a number of attackers in hand to hand combat. The fire rescue bot sees a Vehicon shooting at him, he quickly transforms into his truck mode, and races up to the attacker, then rams him, sending the Decepticon flying. Another tries to shoot him down, as Heatwave quickly transforms into robot mode, and throws his fire hose at the Con. It wraps up the blaster arm, as Heatwave pulls on it, dragging the Con towards him, and slams his fist into it's face.

Bumblebee continues to gun down multiple attackers when he looks up, and calls out to the fire rescue bot in his digital tongue.

"Incoming Seekers!" Heatwave shouted to the rest of his team.

"I'm on it!" Blades said, as he activates the Polarity Gauntlet.

The Seekers were caught in a magnetic field, as Blades points the Gauntlet downward. Causing the Seekers to crash into the ground in a blazing wreck.

A number of Insecticons then began running towards the Rescue Bots, doing their war shriek, as Boulder prepared himself with the Apex Armor. He pushes the center button on the device and places it on his chest. Soon, his entire body was coated in an indestructible suit.

As the Insecticons got closer, Boulder charges into them, and began to punch, slam, and crush any Con in his way.

"Whoa, This thing's a Power House!" he beamed at his new attire. "I LIKE it!"

Not even the strongest Insecticon warriors were able to withstand the Apex Armor, as Boulder continued to pummel any Decepticon that got in his way.

Soon an even larger group of Vehicons, and Insecticons began charging at the Bots.

Bumblebee, and the Rescue Bots did their own glory charge, and ran into the middle of the battle.
Heatwave jumps up, and does a spinning roundhouse kick, knocking down a number of Vehicons, while Chase used the Immobilizer to freeze more Decepticons. Blades, using the Gauntlet, picks up the said frozen Vehicons and Insecticons, and hurls them at any other Con that was attacking his team. Boulder, using his immense strength, gives Bumblebee a boost, and tosses him in the air. The scout unleashes a flurry of blaster shots, gunning down multiple targets. Boulder himself then charges headfirst into the crowd of Decepticons, plowing down anyone that got in his way.

All the while Chief Burns and his family looked on.

"This is it, the Decepticons and Changelings are distracted, now let's go free those prisoners." He ordered as the rest of the Burns family nodded in agreement.

"Smokescreen, keep us covered." He said to the Bot.

"You got it." The rookie replied as he prepares the Phase Shifter.

"Uh, guys, where's Miko?" Graham asked, as Jack facepalmed.

"She didn't...." Jack stated as he looked at the battlefield, only to see that Miko had charged into the fray. "I knew it...."

He then takes off after her.

"Jack, where are you going?" Chief Burns shouted. "Come back here, it's too dangerous."

"I gotta get Miko out of there before she gets herself hurt." He yelled back at the Chief.

"Jack, no, come back!" Chief Burns shouted, but the boy was already too far out. He then turns his attention to Smokescreen and Kade.

"Kade, lead the team in my absence, rescue the hostages." He ordered.

"But, what about you, Dad?" Kade asked in concern.

"I gotta get both Jack and Miko to safety." He answered "I know you won't let me down, son. And Smokescreen, keep them safe."

"How typical of Miko." Ratchet's voice said on Chief Burn's commlink, "Very well, Chief Burns, please see to it the children are safeguarded. Kade, you must lead your team."

"Don't worry Dad, we'll make you proud." Kade said, as the rest of the Burns family and Smokescreen make a dash towards the Castle dungeons, to free the dignitaries and VIPs held by the Changelings.

Chief Burns then began to head into the battlefield to see that Jack and Miko stayed out of harm's way.


As Miko ran towards the battle field, she watched as the Relic armed Rescue Bots along with Bumblebee, continued to fight off the Decepticons, as well as the royal guard battling against the Changeling forces. She began to record the chaos with her phone.

"Best, video EVER!" She beamed as she continued to point her camera phone at the skirmishes.

But one of the Changelings sees her and flies towards her direction.

"Uh oh...." She muttered as she began to run.

"Maybe this wasn't such a good idea."

But as the Changeling fires a magical bolt at her, Jack quickly pulls her out of the way, as it barely misses her by inches.

"Jack!" she called to her friend, "Nice save!"

"Miko.... ARE YOU CRAZY?!" He scolded her. "You nearly got yourself toasted."

"You BOTH need to clear out of here, now." Chief Burns said as he approaches the two kids.

"Sorry, Chief," Jack said to him, "But I had to make sure Miko was safe."

"I understand, Jack. You're a good kid, but this isn't where you should be, now let's get out of here."

But before the three humans could retreat, a number of Vehicons spot them and drew their blasters at them.

"Scrap...." Jack muttered.

"Not good." Miko added.

"RUN!" Chief Burns shouted as the Vehicons began to open fire.

"No, CHIEF!" Heatwave shouted as he and Bumblebee ran towards the attackers.

The Rescue Bot picks up a large piece of debris and throws it at the Vehicons. This was enough to get their attention, as they began to shoot at him and Bumblebee. Bee returns fire, hitting one of them, while Heatwave picks up a large piece of debris that used to be a part of a wall from a building and uses it to ram into the rest of the Decepticons.

"I'll cover you, go!" Heatwave shouted.

"Understood, come on, let's move!" Chief Burns said as the two kids follow him.

They then see Princess Twilight and her friends still running towards the tower, with multiple Changelings pursuing them.

"Look, it's Twilight and her friends." Miko pointed.

"And it looks like they're in trouble." Jack added. "Chief, we gotta help them."

Chief Burns gives a sigh, and relents. "Alright, let's do it, and let's do it right."


Megatron, Soundwave, and Chrysalis looked on, with bewilderment, as they watched a number of mere five Autobots were able to repel the entire Decepticon platoon.

"Yeah, go get em', Rescue Bots!" Bulkhead cheered them on.

"I gotta say, they're pretty tough." Arcee added.

"Indeed, Heatwave and his team are not to be underestimated." Optimus stated as he could clearly see Megatron's frustration.

"How is this POSSIBLE!!???" Megatron shouted angrily. "My troops, bested by a group of Servant Filth! USELESS!!!!"

Chrysalis merely chuckled to herself, as she found amusement in Megatron's anguish. This was a bit of payback for his high and mighty attitude.

"Enough! I will handle them myself. Soundwave, Watch the prisoners." He ordered as Megatron quickly transformed into his jet mode, and flew off towards the battlefield.

As the Rescue Bots and Bumblebee continued to fight off the Decepticons, they see a silver jet coming towards them.

Bumblebee gives a warning with his bleeps, but before he could finish, he was shot twice in the shoulder as the jet descends.

"Bumblebee!" Blades shouted as he points the Polarity Gauntlet at Megatron, only for the Decepticon leader to transform mid air and slam a fist into the helicopter Bot before he could activate the weapon. Blades is sent flying backwards.

"No, Blades!' Boulder cried out, as he charges towards Megatron. "You're mine, Megatron!"

"Is that a fact..." Megatron replied as Boulder swung his armored fists at the Decepticon leader.

Megatron was too fast for Boulder, as he easily dodged all of his attacks. As Boulder made another attempt to strike him, Megatron grabs his arm, and using Boulder's own weight against him, flips the Rescue Bot over, and slams him to the ground. He then hits the center button on the chest, causing the Armor to retract.

As Megatron was about to pluck the Apex Armor off of the fallen Rescue Bot, from the corner of his optic, he sees Chase aiming the Immobilizer at him. As Chase fires, Megatron quickly leaps out of the way.

Chase then prepares to charge for another shot, When Megatron fires his fusion cannon, knocking the weapon out of the Police Bot's hands.

He then charges at the Rescue Bot and slams his fist right into Chase's face, knocking him out cold.

"If this remains of Optimus Prime's rescue team, then you are all finished." He then extends his blade and was ready to finish off the Bots, when something else caught his attention.

He sees the fire rescue bot, punching and kicking away multiple Vehicons, using various martial arts style moves. Impressed by his action, Megatron continued to observe this one particular Rescue Bot as he continued to fight. Eventually an Insecticon came into the fray, and tried to attack as well. Heatwave jumps back, and unloads his wrist mounted watergun at the Insection. But instead of water, it was liquid nitrogen. The Insecticon is frozen solid from the torso up. Heatwave then delivers a devastating punch to it's head, shattering the Insecticon to pieces.

"Any of you Cons still want some of this?" He taunted as he stood in a fight stance.

He then hears the sound of clapping, as Megatron approaches the Rescue Bot.

"Bravo, Recue Bot. I must say, I am rather, Impressed by your actions, and tenacity." Megatron greeted the Bot.

"Megatron...." Heatwave said under his breath.

"I am not surprised you know me, but tell me, what is your name, Rescue Bot?"

"It's Heatwave." He replied as he took a defensive stance.

"Be at ease, Heatwave. I am not here to fight you, on the contrary, I have seen you in battle. Your fighting prowess is rather, extraordinary." Megatron said to the Bot.

"What are you getting at, Megatron?" Heatwave questioned, uneasy about his predicament.

"I could use someone like you within my ranks. Think of it, Heatwave, power, glory, fame, recognition, and respect. It could all be yours. Become one of my Top Lieutenants, and join the Decepticon cause. Surely, it is more prefferable than staying as a servant class Autobot. Seize the moment. Think of the opportunity."

Heatwave merely stared at the Decepticon Lord in silence for about a minute. Then he have his answer.

"A tempting offer, Megatron. It's true I wanted something more than just being a Rescue Bot. But, hurting others is where I draw the line. I am, and always will be, an Autobot. I'm not a war monger like you, with no regard for innocent life. So you can take your offer, and shove it up your tailpipe!"

Megatron glared at the Autobot.

"A foolish decision, then." He replied, "Then join the rest of your servant class trash in extinction!"

Megatron dashes forward with his blade, as Heatwave jumps back to avoid the Decepticon's slashes.

Heatwave then attaches a blue fireman's axe to his right hand.

"POWER UP AND ENERGIZE!" He shouted, as the axe lit up and began to shine brilliantly.

The Rescue Bot then begins to parry Megatron's attack with his own blade. The two Cybertronians then clash once again, as Heatwave swings his axe at Megatron. The Decepticon leader was able to match all of his opponent's moves.
As Heatwave makes another attempt to strike, Megatron sidesteps, and kicks the Rescue Bot square in his chest.
Heatwave is then knocked down, and cluches his chest in pain, groaning.

"How unwise of you to reject my offer. You would have made a fine Decepticon." Megatron gloated as he prepared to finish off the Rescue Bot with his blade, as multiple Vehicons have now decended upon the area, watching their master defeat Heatwave.

"I still have another trick up my compartment." Heatwave said defiantly.

He then blasts a stream of water at Megatron's face, blinding the Decepticon.

"GRRRAAAAYYYHHH!" Megaron bellowed as he was distracted.

Heatwave quickly pulled an object out of his chest compartment, The Spark Extractor, and activates it. He quickly throws it to the ground, transforms into his vehicle mode, and races off.

"Rescue Bots! Clear out!" Heatwave ordered, as the rest of his team, recovering from the pummeling the got from Megatron, also transform, and race away. Bumblebee, also does the same.

As Megatron finally regains his bearings, he sees an object on the ground as it began to glow.

"The Spark Extractor! It's been activated!"

He quickly transforms into his jet form and takes off into the sky.

A huge burst of energy then erupts from the Spark Extractor, as it engulfs the gathered Vehicons. All of them instantly went offline, as their sparks were extinguished.

The Rescue Bots and Bumblebee race off at full speed as the energy field continued to grow behind them.
Megatron himself flew straight upward, as the energy field barely touched his afterburners.

As quickly as the field erupted from the Relic, it quickly began to retract, and soon disappears.

Megatron seeing this, makes a B-Line towards the Relic.

"Oh no you don't!" Heatwave shouted. "Rescue Bots, Keep Megatron away from the Spark Extractor!"

The Rescue Bots quickly turn around to intercept, but Megatron fires at the assembled Bots, injuring them as they are struck by his blasts.

The Bots transform back into robot mode, as they attempt to limp towards the Spark Extractor.

As Megatron transforms back into robot mode, he reaches towards the Relic.

"At long last, I will finally obtain what is rightfully mine!"

But as Megatron was about to pick it up, there was a sudden burst of pink energy. And standing on top of the Spark Extractor, was a female Unicorn, wearing a purple wizard hat and cape.

"What??" Megatron said in confusion.

"Nah, ah, ah," Trixie taunted as she waved her hoof at Megatron. "Finders keepers, losers, weepers!"

And with that, Trixie envelops both herself and the Relic in an aura of magic, and in a flash, teleports away with the device.

Megatron couldn't believe it. The Spark Extractor was within his grasp, and because of the interference of a lowly pony, he was denied his ultimate weapon.


'RRRRRRUUUUAAAAAAAHHHHHHH" He bellowed angrily. "Soundwave, Find the Spark Extractor! And terminate anyone that gets in your way!"

Soundwave, hearing his master's orders, turns on a viewfinder on his visor. Quickly, he began to trace Trixie's magical trail. and soon pinpoints a location. He then transforms into his predator drone form, and flies off. Chrysalis, seeing that only a few lowly Vehicons were left to guard the Autobot prisoners and the princesses, merely gave an evil grin.

Chapter 22

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High in the skies of Equestria, above Canterlot and the rest of the carnage happening below, The Jackhammer soared.
Wheeljack, at the helm was piloting his ship towards the Nemesis, getting ready to do what he had to, in order to rescue Rarity, and keep his promise to Sweetie Belle. But as he continued to fly his ship, he heard something clanging in the back. As if like something had moved on it's own.
The Autobot Wrecker immediately turned around with his right hand blaster armed and pointed at the source of the sound. Instead, he was greeted by three familiar fillies, and a young dragon. Sweetie Belle, Scootaloo, and Apple Bloom were each wearing a matching cape.

"What the slag?" Wheeljack asked in confusion, "What are you kids doing here?"

The Autobot quickly disarms, and changes his blaster back into his hand.

"You know why we're here, Uncle Jackie." Sweetie Belle answered him, "It's my fault Rarity got captured, and I'm gonna do what ever it takes to save her."

"And we're here to help!" Scootaloo added, "Sweetie Belle and Rarity are our friends. We never leave a friend behind who needs us."

"The Cutie Mark Crusaders are a team!" Apple Bloom chimed in. "All fer one, and one fer all!"

Wheeljack simply looked at them. He then shakes his head, and turns back to the controls of his ship.

"I'm taking you kids back..." He said to the Crusaders and Spike.

"What? No, please! We need to do this. I need to do this!" Sweetie Belle pleaded.

"Sorry Belle, too dangerous." Wheeljack replied as he began to turn the ship around.

"Please!" Sweetie Belle pleaded to the Autobot, "My sister needs me. I know we make each other mad at times, but I LOVE her! I'd be lost without her....."

Apple Bloom, Scootaloo, and Spike simply looked at her with sympathetic eyes.

"Come on, Wheeljack!" Apple Bloom called out to him, "I heard the stories Bulkhead told me. That the Wreckers never left any of their teammates behind. That you were all like brothers."

"Yeah," Scootaloo added, "And that you guys were like family."

"And when you're family, you never give up on each other. We're coming with you, Uncle Jackie" Sweetie Belle said in defiance.

"You really want this don't you...." Wheeljack replied to the fillies.

"More than anything!" Sweetie Belle answered.

"Alright then, I'll hear you out. And it better be good." The Autobot stated.

The three fillies then did something Wheeljack never expected..... and gave their reason, in song.

https://www.youtube.com/watch?v=WN1Wois6B7s

Wheeljack simply gave a look of slight confusion at first, but then relents and smiles at them.

"Kind of a weird way to make your point, but I guess that works too." He replied.

"So, does that mean...." Sweetie Belle said with smile.

"Yeah, you convinced me kiddo." He answered her, "You kids were right about one thing, Wreckers never leave our own behind. So neither should you."

"YAAAAAAY!" The Crusaders cheered in unison.

"And it looks like you kids brought battle attire too." He remarked, looking at their capes.

"These are our official Cutie Mark Crusaders membership capes." Scootaloo explained, "Made by Rarity herself."

The Autobot was simply amused, and impressed by their determination and spirit. They reminded him of how Miko can get. He then turns his attention to Spike.

"And what about you lizard boy?" he asked, "What's your deal in this?"

Spike's cheeks flustered red.

"Umm... I have my reasons...."

"Do you now." Wheeljack replied.

"Yeah, I do, but, I don't wanna talk about it...." Spike said nervously.

It didn't take Wheeljack long to figure out why he wanted to come along too.

"Heh," he chuckled, "Say no more.....Romeo."

Spike's face was now completely beet red.

"I....I don't know what you're talking about!!!!" he shouted at the Autobot.

"You couldn't be more obvious, Spike." Scootaloo teased him. "Everypony knows about your little crush on Rarity."

"They, Do???" Spike asked in mortification.

"It's ok, Spike." Sweetie Belle said as she gave him a hug, "I don't blame you, my sister's pretty."

"She sure is...." Spike said in a lovey dovey daze.

"Alright, enough of this mushy stuff. It's time we crushed some Cons." Wheeljack stated to everyone.

He then flips a number of levers and switches on the dashboard, and suddenly the interior of the Jackhammer began to glow green.

"What's happening Uncle Jackie?" Sweetie Belle asked.

"I've activated the ship's cloaking device. The Cons won't see us coming." Wheeljack explained. "Problem is, it'll only last for thirty minutes. So we don't have a lot of time. We need to get in, find your Sis, and get out. Though I wouldn't mind dropping a few grenades on them while I'm at it."

Soon the Nemesis comes into visual range as the Crusaders, Wheeljack, and Spike look upon the giant ship.

"Whoa, that thing sure is BIG!" Apple Bloom said her eyes widen.

"I don't know if we'll find her in thirty minutes." Spike complained.

"Trust me kid, that's all I need." Wheeljack reassured him. "I've been in worse missions than this."

The Jackhammer, still cloaked, then flies up to the Nemesis. The radar system and sensors did not detect the Autobot ship. The cloak had paid off. Soon the Jackhammer lands on the hull.

Wheeljack then hits a number of buttons in order, and the hatch opens.

"Come on, here's where the fun begins." the Wrecker says with enthusiasm as he and the kids make their way out of the Jackhammer, and towards one of the Nemesis' open hatches that leads to the interior of the ship.


Rarity began to groggily wake up.

"Where.... Where am I?" She asked as she began to view her surroundings.

She noticed that she was in a dark room, the walls and floor were made of metal, and that she herself was strapped down on a flat surface. She began to struggle, but could not break her bonds.

"Hello? Anypony there? Let me go! Release me this instant!" She demanded.

"Wakey Wakey little pony." A male voice said from behind her, as a large red robot came into view.

"Well now, it looks like you've finished your little nap." the robot said in a snide manner, "I hope it was pleasant."

"Who are you?" Rarity asked as she was now face to face with the Decepticon.

"You may call me Knockout." He answered, "And let me be the first to welcome you to my lab, Miss Rarity was it?"

"Well, at least you seem well mannered," Rarity replied, "Now if you will please, release these bonds so that I can go home."

"My apologies my dear Rarity, but Lord Megatron has some rather interesting plans for you." Knockout said. "You see, I've been tasked with researching of what makes you unicorns tick magically. And when Lord Megatron gives an order, it must be followed through. Or it'll be my head....." Knockout then nervously puts his hand on his throat and gulps hard. He then turns his hand into a buzzsaw.

"No, please, let me go. How about I simply tell you how our magic works." Rarity attempted to bargain, "there's no need for such, directness...." she then began to fidget in her restraints. "Please DON'T! I just fixed my mane too!"

Knockout then eyes her a bit.

"Well I must admit, you do seem to keep yourself in pristine shape. I actually quite admire how you've kept yourself pleasing to the optics." he complimented her. "But, I have my orders."

He then spins up the buzzsaw.

"No, please... NOOO!!!" Rarity screamed as he began to lower the saw towards her.

But then, Knockout spots something on his arm.

"A scratch??!!" He shouted in horror as he immediately turned his saw back into his hand. Knockout then quickly grabbed his rotary buffer and began to fix himself.

"Looks like that scuffle I had with Bumblebee really messed with my paint job." he muttered as he continued to buff his arm. he then sees other parts of his armor with scratches and dents.

"Spotting and fixing these details was so much easier when Breakdown was still around." He muttered.

Rarity, seeing how he reacted to his outward appearance, realized how vain he was.

"Hmm..." She thought to herself.

"Excuse me my dear fellow, but did you say your name was Knockout?" She asked the Con.

"Yes?" He replied.

"Well, I must say that the name suits you quite well. For you truly are indeed quite the KNOCK OUT!" She complemented him.

"Why.....Thank you!" Knockout replied, genuinely grateful for the complement.

"And might I say, your red paint job truly fits your design. Simply marvelous. You do look quite majestic. It screams of style, and POWER!" she continued to feed him compliments about his appearance.

"Well, I do keep myself rather appealing optically. And I must say, you are quite a lovely specimen yourself." He returned the gesture.

"Why you do know how to flatter a girl." Rarity said in a flirtatious manner.

"Just keep him talking." She thought to herself. "I need to keep him distracted long enough to find a way to escape...."


As Wheeljack, the Crusaders, and Spike began to sneak around the large corridors of the Decepticon Ship, The Autobot kept his guard up the whole time as Spike trailed behind him closely.
The Crusaders however in a moment of excitement began to sing..... Very Loudly....

"Can you girls keep it down?!" Wheeljack scolded them, "Are you trying to get us.."

Suddenly a number of Vehicons rushed to the area, and had their blasters drawn at the group.

"Caught.....Scrap." He muttered.

"Oops..." Sweetie Belle muttered. Apple Bloom and Scootaloo also had guilty looks on their faces.

Spike simply facepalmed.

"Hands up, Autobot scum!" One of the Vehicons ordered as he charged his blaster arm.

"Eh, All this sneaking around wasn't my style anyway." Wheeljack said as he draws both his swords. "Take cover kids!"

He then rushes forward as the Vehicons began to fire. Wheeljack jumps and dodges to avoid the shots, and even deflects some of the blasts with his blades. He rushes up and decapitates the lead Vehicon. The others began to rush the Autobot, only for him to jump and do a somersault in the air, and positioning his swords in an X shape, slices another Decepticon in half.
Spike and the Crusaders simply ran from the fight in an attempt to find a hiding place as Wheeljack continued to fight off the Vehicons. Spike sees what looks like an open hatch, and runs towards it. He then slips inside. To his horror however, it wasn't just a normal hatch. It was a chute.

"YIKES!!" He shouted as he began to slide down the chute. "This wasn't such a good idea!" He screamed as he continued to slide down to parts unknown.

"Come on!" Scootaloo shouted to the rest of the girls as they climb into an open vent.

"What about Wheeljack?" Apple Bloom asked in concern.

"It looks like he's got this." Sweetie Belle answered as they watch Wheeljack take down more Vehicons.

The Autobot had jumped in the air and delivered a spinning roundhouse that knocked down three, and unleashed a flurry of blaster shots, gunning down another four.

Suddenly, three Insecticons doing their war shriek began running towards the Wrecker.

"Oh no, not those bugs again!" Apple Bloom shouted.

She and the other Crusaders began to climb further into the vent to avoid being seen by the Insecticons as Wheeljack engaged them.

But as they continued to crawl, the vent suddenly dips down, causing the three to start sliding out of control.

"AAAAAAHHHHH!!!" The three of them screamed as they contined to slide downward.

Eventually, they fall into a large room filled with glowing Energon cubes.

"Where are we?" Apple Bloom asked, rubbing her aching side.

"I don't know. But we should find Uncle Jackie and Spike." Sweetie Belle replied.

Then something catches Scootaloo's attention.

"Hey girls, what's that?" She asked, pointing a hoof at a large object that looks like a vehicle.

"Hmm. I don't know, but it looks kinda like a train, with a drill attached to it." Sweetie Belle answered.

"Why would anypony want to have a drill on a train?" Apple Bloom asked.

"You know what? I think we can use this thing." Scootaloo pointed out.

"Hmm, I think you're onto something." Sweetie Belle added, as the three fillies begin to climb onto the Energon Driller.


"And then, he scratched my paint. All because I decided to go racing with some of the humans." Knockout complained "Can you BELIEVE that Starscream? You have NO idea how hard it was to remove those marks from my finish."

"Oh you poor thing." Rarity replied, "It must have been very difficult, but look at you now. You have a brand new wonderful paint job. And it looks absolutely fabulous!"

"Well, My old partner, Breakdown did help me in buffing out the quirks." Knockout said while scratching the back of his head sheepishly.

"And might I add, there is definitely room for improvement as well?" Rarity also added.

"You think so?" He replied.

"Why yes, perhaps some gold trim, or even flame strips on your doors. It would be the PERFECT combination of colors. Simply ravishing!" The unicorn explained. "I know a thing about fashion. It is after all, my profession."

"I think you're on to something!" Knockout agreed. "Maybe a new color scheme on my chassis is just what the doctor ordered."

"And I think some black and gold on your rims would make you the envy of all other Decepticons!" Rarity stated.

"I'll consider it." Knockout replied, "But I'm afraid that our little chat must end. I have an assignment after all."

"What? So soon?" Rarity asked in disappointment.

"As much as I enjoyed our talk, It's time for me to deliver the goods to Lord Megatron." He then looks at Rarity. "And I also know you were stalling for time." His voice took a much darker tone. "Try as you might, you can't con a Con!"

"But... We were making such progress!" She shouted, knowing that Knockout had caught on with her scheme of distracting him.

"Believe me, I did enjoy our time together, I truly did. And I'm also taking to spark all the advice you gave me. But now, It's down to business."

He then turns his right hand into his buzzsaw again, and it spins up.

"What? No! Please don't!" She pleaded as Knockout began to lower the saw closer, and closer to her.

Just as it seemed that he was about to make contact, he stops. Knockout then transforms his hand back.

"Made you squirm!" he taunted.

Rarity then opens her eyes, and glares at the Decepticon.

"That WASN'T Funny!!!" She scolded him.

"I simply can't just use a circular saw on you. It'd be too messy. I'd rather have your innards intact while I examine them. Not to mention the mess I'd have to clean up afterwards. UUUGGGHHH!" He shuttered.

He then picks up a scalpel from his tray.

"This, is far more precise, and less gorey." He explained.

Knockout then lowers the blade towards Rarity's chest.

"Now, this might tingle."

"No, please.... NOOOOO!!!!"

But suddenly, there was a sound of a loud thud hitting the ground. From the chute on the side of the room, Spike had fallen into the lab, catching both Rarity's and Knockout's attention.

"What in the Allspark?" Knockout asked in puzzlement as he turned around.

They both see a small bipedal reptilian creature stand up and dust himself off.

Spike then looks up to see Rarity strapped to an operating table.

"RARITY!" He called to her.

"Spikey Wikey!" she replied back. "Run, you're in danger!"

"Well well, what do we have here?" Knockout smirked as he approached the dragon. "A new specimen for my experiments no doubt."

As terrified as he was, Spike mustered what ever courage he had, and faced the Decepticon.

"L...Let her go.... Or else...." he threatened, shaking in his scales.

"Or else what?" Knockout asked in an amused tone.

"Or else.... You face a ferocious fire breathing Dragon!!!" He shouted as he did his best to bare his claws at his assailant.

Knockout only burst out in laughter.

"You, a tiny little organic? Against a Decepticon? How preciously amusing!" Knockout laughed. "Now be a good little lizard, and come here. I think I'll dissect you here and now!"

Knockout then grabs Spike and picks him up.

"NO, SPIKE! Let him go you fiend!" Rarity shouted.

"Wait your turn, Miss Rarity...." Knockout taunted as he held Spike at optic level.

"Well, I'm not exactly sure what you are, but you resemble an organic Predacon. Interesting."

"Yeah, well, maybe you'll find THIS interesting as well!" Spike yelled in defiance as he breathes a stream of green fire into Knockout's optics.

"GYYAAAAAHHH!" Knockout shouted in pain, "MY OPTICS! I CAN'T SEE!!!"

He then drops Spike as the little dragon makes a run for it.

Knockout then regains his composure, and slowly his eyesight as well.

"Well, isn't that just grand." he muttered, as he looked around to find Spike. "Did I say grand? I meant TOTALLY RUDE!!!"

Knockout then continued to scour the area to find the baby dragon.

"Oh are we playing a game then? Well, I'd be more than happy to show you the Decepticon version.... HIDE AND GO SHRIEK!"

Spike quickly slipped underneath one of the tables in Knockout's lab trying his best to reach Rarity without the Decepticon noticing.
He could see Knockout bending down and looking in every nook and cranny of the room.
Spike did his best to keep out of site, as the Decepticon continued to search for his prey.

"Well, games are only fun to play.... When you're winning." the Decepticon said in a sassy tone, as he pulls out an infrared scanner.

Due to dragons being able to breathe fire, he spots a little heat signature underneath his operating table.

"I think I'm warm!" Knockout gloated as he reaches underneath.

"Yikes!" Spike shouted as Knockout's giant hand makes a grab for him.

"A-Ha, There you are!"

Spike quickly dives out of the way to avoid being grabbed.

"Slippery aren't you...." Knockout complained.

Spike then climbs onto one of the computer consoles as Knockout continued to try to grab him. During the commotion, the little dragon had unwittingly began to step on a number of buttons on the console while trying to avoid the Decepticon. One of the buttons manages to release Rarity's bonds.

Knockout makes another attempt to grab Spike, and this time, he was successful.

"Gotcha!"

"Let me go!" Spike shouted.

Knockout then turns his free hand into a buzzsaw again and it begins to spin up. It begins to inch closer and closer to Spike's neck.

"Heads, you lose!" Knockout gloated.

Suddenly, one of Knockout's operating tools hits him in the back of his head.

"What?" he turned around to see that Rarity was now freed, and levitating a number of objects around her using her horn.

"Well I'm normally against fisticuffs as I find it to be quite barbaric. But if you harm a single scale on my Spikey Wikey..... I'LL TEAR YOU TO PIECES!" Rarity threatened as she began to advance towards the Decepticon medic.

"A dainty little rose like you? Don't make me laugh!" Knockout scoffed as he approached Rarity.

"Don't say I didn't warn you...." Rarity hissed as she suddenly jumped up at the Decepticon, catching him off guard.

She delivers a flying kick to his head, knocking him back several steps and causing him to drop Spike.
Rarity uses her magic to catch the dragon and safely levitate him down to ground level.
She then immediately embraces him.

"Oh Spike. I'm so glad you're alright." Rarity cooed as she held him tightly.

He returns the embrace, blushing hard.

"I was worried about you. So I came here to save you. But you ended up saving me instead... Some rescuer I turned out to be..."

"Now Spike, give yourself some credit. Your heart was in the right place, and you risked your life just for me. For that I will always be grateful." She then kisses him on his cheek.

Spike goes into a daze, just as Knockout recovers.

"Well, looks like this rose has thorns after all." He grumbled as he approached the unicorn and dragon.

Rarity and Spike quickly took defensive stances, but realized they were trapped in the room with no way out.

"Now you're both mine!" Knockout gloated.

Then suddenly they hear what sounded like a loud whirring noise coming from the other side of the wall.

"NOW WHAT??" Knockout shouted.

As if to answer him, the wall burst open, as an Energon Driller makes it's way in.

"Apple Bloom!" Scootaloo shouted, "I thought you said you knew how to drive this thing!"

"I thought I knew how to drive it too!" The young earth pony answered back as the three Crusaders screamed in terror as the Driller went out of control.

"Apple Bloom? Scootaloo, SWEETIE BELLE??!!" Rarity said in astonishment.

"We're gonna crash!" Sweetie Belle shouted in terror as the Energon Driller began to head in Knockout's direction.

"No, Not the finish..... NOOOOOOO!!!!!" he shouted as the Energon Driller runs him over.

Just as that was happening, There was also sounds of blaster fire coming from the other side of the door.
The main door then explodes open as a dead Insecticon is thrown into the room. Following it in, was Wheeljack.

"RARITY!" Sweetie Belle shouted as the Driller finally came to a stop. The three fillies jump down from the vehicle and quickly run up to the unicorn. Sweetie Belle then gives her sister the biggest hug she can muster. Rarity also returns the embrace.

"You're OK! Thank Celestia! I was so worried about you." the filly said to her sister.

"Oh Sweetie Belle, you came all this way to save me. Though I'm a bit disappointed that you would put yourself in danger, I can't help but to be proud of you at the same time. I can't ask for a better little sister than you."

"Well, looks like you kids took care of things for me. Not bad, not bad at all." Wheeljack said as he walked up to them, giving Rarity another big surprise.

"Wheeljack!...... you're YOU'RE ALIVE!!!" Rarity shouted.

"What can I say, It'll take more than a measly little grenade to keep a good Wrecker down." He replied.

"I thought you had perished. You have no idea how happy I am to see you!" She shouted as she ran up and hugged his leg.

"I'm so sorry!" she sobbed, "I take back every horrible thing I ever said about you. Especially after you came all this way to rescue me. Can you ever forgive me?"

"Pish Posh," Wheeljack replied "Think nothing of it. I'm used to being badmouthed. Comes with the territory of being a Wrecker. Now how about we blow this joint."

"I'm just glad you're alive and well. And thank you. I never thought you'd come back for me after the way I treated you." She said to the Bot.

"We're on the same team Rares. Always will be. Now let's go." he replied as they began to make their exit.

Suddenly Knockout crawls out from under the driller. His paint job completely ruined. Scratches and dents covered his entire body.

"Just look at what you blasted little flesh bags did to me!" He shouted angrily.

He then hits a big red button on the side of the wall. The alarms then go off.

"Now the entire warship knows you're here! Good luck trying to escape!" Knockout gloated.

"Hey Doc Knock," Wheeljack said to him, "Have a blast!" He then throws a grenade at him.

"SCRAP!" Knockout shouts as he takes cover.

There is a large explosion as Wheeljack transforms.

"Everyone inside, NOW!" He ordered as the Crusaders, Rarity, and Spike enter him.

Wheeljack floors it at top speed as multiple Car Vehicons began to chase him, and shoot at him.

Wheeljack weaves back and fourth to avoid the shots.

"They're gaining on us!" Scootaloo shouts as the others take cover in his back seat.

"Not for long." Wheeljack replied as he spills oil from his rear section.

The Car Vehicons then slip and slide around out of control and crash into each other.

"SLICK!" Spike complimented.

As Wheeljack continues to drive, they finally reach the topside of the ship, and began to make their way to the Jackhammer.
The others exit him as Wheeljack transforms back into robot mode. They quickly board the Jackhammer and take off.

"We did it!" Sweetie Belle cheered. "We're home free!"

"Don't celebrate just yet." Wheeljack warned, as he detects a number of blips on his radar. "We're being followed."

Just then a laser blast hits the Jackhammer causing it to shake violently.

The ponies and Spike scream in terror as Wheeljack attempts to stabilize the ship.

"Scrap." He muttered as he sees who was tailing them. It was a squadron of Seekers.

"Not good." Wheeljack said as the others look at him.

"Why? What ever is the matter?" Rarity asked in concern.

"These aren't your normal run of the mill Decepticon Fliers. It's Megatron's Seeker Elite!" Wheeljack explained. "These guys are the best fliers in the entire Decepticon Armada."

These Seekers were not purple, but silver in color. They continued to chase down the Jackhammer.

Wheeljack then begins to fire his guns at the squadron. He was able to shoot down two of them, but the rest broke formation and continued their assault. The Jackhammer continued to take hit after hit.

"I can't keep this up for long. We're gonna be scrap I can't out manuver them."

Sweetie Belle, seeing a number of Energon cubes in the back of the ship remembered what happened when unicorn magic came into contact with it.

"I have an idea." She said to her two friends. "I'm gonna use my magic with the Energon to stop these Decepticons."

"What?" Rarity shrieked "Absolutely NOT! it's too dangerous."

"But Rarity, we don't have any other choice." Sweetie Belle complained.

The ship was rocked with another hit.

"Sweetie Belle, I'm not going to let you endanger yourself any further. It's my responsibility to keep you safe." Rarity said to her.

"I know Rarity, but please just let me do this. I've never done anything right in my entire life, but I feel like I should do something to help everypony. All of Equestria is in danger, not just us. Princess Twilight needs you in order to use the Elements of Harmony to stop both Queen Chrysalis and Megatron. I feel like I need to do this. Just trust me.... PLEASE! I know I won't let you down. I love you Rarity."

Hearing her sister's words, and knowing that she won't back down, Rarity finally relents.

"Alright Sweetie Belle, just be careful. And good luck, you've grown so much, and I am so very proud of you." Rarity said as she hugged her, with tears in her eyes.

"Thanks Rarity, I won't let you down." Sweetie Belle replied, as the Crusaders nodded in agreement.

"What ever you're planning, now's the time!" Wheeljack shouted.

"Uncle Jackie, open the top hatch, I have an Idea!" Sweetie Belle instructed.

"Got it kiddo!" He replied as he opened the hatch.

Sweetie Belle, Scootaloo, Apple Bloom, and Spike all climbed up the ladder. Soon they were at the top hatch of the ship. They can see the Seeker squadron still in pursuit.

"Spike, give me the Energon Cube." Sweetie Belle instructed.

"Here it is!" He replied as he placed it next to her.

"Scootaloo, Apple Bloom, hold on to me, and whatever you do, DON'T LET GO!"

"Gotcha Sweetie Belle!" Apple Bloom replied as Scootaloo also nodded in agreement.

They held on to the little filly's hind legs, as Sweetie Belle make contact wit the Energon Cube.
Her horn and eyes then begin to glow brilliantly, and suddenly, a gigantic green beam of energy shoots out from her horn, and straight into the squadron of Seekers.

A Massive explosion goes off.

The Decepticons were instantly obliterated. Those surviving, instantly retreated back to the Nemesis.

Sweetie Belle nearly faints as the others pull her back into the ship.

"Sweetie Belle, are you alright, please SAY SOMETHING!" Rarity shouted in concern.

The little filly then slowly stands back up, and gives her sister a huge smile.

"Told ya!" She beamed.

The crusaders, Rarity, and Spike then all embrace. They made it out.

Wheeljack then puts the ship on Autopilot and walks up to them.

"WELCOME TO THE WRECKERS KIDS!" Wheeljack said happily to the Crusaders. "You did me proud. I'm sure even Ultra Magnus would approve if he were here."

The three fillies then give a huge grin at the Autobot.

"CUTIE MARK CRUSADERS! AUTOBOT WRECKERS! YAAAAAY!"

They then inspect their flanks for their new marks only to see........Nothing.

"OH COME ON!!!!" Sweetie Belle shouted in frustration.

"Hey, it's ok." Wheeljack reassured them. "To me, you're all honorary Autobots."

The fillies couldn't help but smile at their Autobot friend.

The Jackhammer then flies towards Canterlot.

Spike, Wheeljack, Rarity, Apple Bloom, Sweetie Belle, and Scootaloo can clearly see the battle going on.

"Looks like they started the party without us." Wheeljack said as he flies the ship closer to the carnage. "And the Cons are trying to over run the entire city."

"Well, we simply CAN'T have that, now can we?" Rarity smirked.

"Took the words outta my mouth." Wheeljack agreed.

The Jackhammer swooped down, ready to join in on the battle to save Equestria.