Disclaimer: Both Transformers and My Little Pony are the properties of Hasbro. This is a non-profit fanmade work.

Friendship Is Magic: Prime

by Darkryt Orbinautz

Act 1

Chapter 1: Darkness Rising

Within the dark confines of the Everfree Forest, the three fillies collectively known as the Cutie Mark Crusaders were walking. Acting out an expedition in yet another poorly thought out, but well meaning scheme to obtain their Cutie Marks. They were going to venture deep into the Forest, boldly going where no mare has gone before! They were in the forest center, discussing what they might like emblazoned upon on their flanks as they walked.

"Maybe a lion!" said Scootaloo.

"Maybe a whip?" Sweetie Belle offered.

"Now, where are we gonna get a whip in the middle of the Everfree Forest?" Applebloom questioned.

As if in answer to her question, there a was very, very loud noise like an explosion. Followed by the whistle of a falling object that was, in turn followed by the sound of metal tearing apart the ground and an earthquake like rumble beneath their hooves. Once all that had stopped, they all turned to each other with a smile. Thinking this would be an ideal opportunity, they sped towards the smell of smoke.

Arriving quickly at something they couldn't quite make out,though it looked liked it had been crushed. Fire was expelling smoke into the sky above and electricity breaking out in small sparks surrounding it. What would be taken to be a door seemed strangely unscathed.

"Oooh...That looks dangerous." Sweetie Belle commented. The three fillies looked at each other, paused, and nodded.

"Danger's what the Cutie Mark Crusaders do best!" Scootaloo announced with a hoof gesture.

The three foals wandered right in the door-shaped hole fearlessly. Coming across a dark purple room that was near light less except for the sunshine following behind them from the door.

Scootaloo and Applebloom continued onward, unaware Sweetie Belle had lingered behind by the entrance, curious as to a pounding noise she heard...

It was pounding, and then scraping...followed by multiple clangs...which was ended with the sound of sheering and a high-pitched scream...

"Sweetie Belle! What's...whoa nelly!" Scootaloo exclaimed as she and Applebloom rushed back to see the problem. Said 'Problem' was an enormous blue arm that had come bursting forth from the wall, a claw attached to it that could wrap around all three of them several times over. It trashed and whipped about the wall idiotically, as if struggling to break free of some bond it couldn't see. It eventually went down close enough for Scootaloo to buck it, which caused it to freeze...and then lift itself back into the hole it had burst forth from.

The Cutie Mark Crusaders shared a group high-hoof...until a rumbling echoed from the wall, and a black, three-pronged claw slipped out of the hole and began snapping at them. They all managed to avoid for some time until it clamped down on Scootaloo's back and lifted her up.

"Scootaloo!" Applebloom and Sweetie Belle decried upon seeing their friend in such distress.

"Get-!" Scootaloo's command was interrupted as the tentacle slammed her against the wall. "Oof-Help! I'll be -Uff-Fine!" Applebloom and Sweetie Belle exchanged heavy looks, before nodding and trotting off, the tentacle too preoccupied with beating Scootaloo to notice their escape.

My Little Pony, My Little Pony

My Little Poooooony

I used to wonder what friendship could be!

Until you all shared it's magic with me!
Big Adventure!

Tons of fun!
A beautiful heart

faithful and strong

Sharing Kindness, it's an easy feat!
And magic makes it all complete!
Yeah, Myyyyy Little Pony!
Did you know you're all my very best frrrieeeeends?

Within the Ponyville library, Twilight Sparkle, the number one of Princess Celestia's many students was preparing herself some coffee. She felt tired today, even after taking a extra 15 minutes of sleep. She browsed her shelves for a new book to read. Finally deciding on a small red tome, she heard her brewer machine beep. She retrieved her caffeinated brew and set both it and the book down on a table.

She lifted the cup to drink when an intense knock banged on the library door, causing her to spill the burning liquid all over her face.

She didn't feel so tired after that.

Levitating a towel and drying her face off,she went to the door and opened it, only for Sweetie Belle's hoof to pound her face repeatedly, having not realized the door had since been moved.

"Twilight! Ya' gotta help!" Apple Bloom shouted as Sweetie Belle retracted her knocking hoof.

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

"We were in the Everfree Forest, doing some Crusading when we heard this croooooosh and then we went to see what was, and we found this...thing!"

"What kind of thing?"

"Ah dunno! A thing with a door! We went into the door and Sweetie Belle found a metal tentacle and the tentacle grabbed Scootaloo and then we ran to get help!"

Twilight blinked, trying to grasp everything that was just loaded onto her. "Um...Take me to this...thing." she instructed.

"Talk me through this again." Twilight asked Sweetie Belle as they trotted through the Forest.

"We were walking through the Everfree Forest, trying to find out Cutie Marks, when we hear this loud Ka-Boom! -And feel a tremor. We went to the source and after exploring the entrance a bit, a tentacle came out of the wall and snatched Scootaloo right up!" Sweetie Belle explained.

"You have an idea as to what it was, Twilight?" Applebloom asked.

Twilight shook her head no, "I don't, and I won't until we get there."

"Well, that's good, cause here we...are?" Sweetie Belle said,taking note of the thingy, which looked to have been under a construction job since she last saw it...but it was exactly where they'd been, she was sure of it!

Twilight Sparkle took a minute to fully observe it. "What...is it?" she wondered out loud, as she noted its enormous size, purple color. It's fins. The huge ramp leading from the ground to a massive trapezoid shaped door. The ends looked damaged, as though it had fallen from the sky. the random electric sparkles at various points jutting from it did nothing to persuade them it wasn't in poor condition, whatever it was. In fact, they were construction supports and materials around it, and some...things that looked like blips at this distance hard at work on top of it.

"Uh...Class should start soon. We'll make something to cover for Scootaloo." Applebloom said, she and Sweetie Belle took off like bullets, showing the uncanny sense to leave the handling of the situation to an adult.

Twilight looked at the wreck of a...burrow? Regardless, A distinct hum from Twilight signaled she was using a spell, a flash of purple, and Twilight was nowhere to be seen. Using an invisibility spell was always a good idea in a situation like this.

Trotting into the trapezoid entrance,she made her way over it and into the purple hall of this...building. She tippedhooved through the walkway, noting the many different entrances and hoping not to catch anypony's attention as she looked for Scootaloo. However, rather then the pegasi filly, she quickly found multiple two-legged, hunched,muscular metal purple-and-silver enormous giants with purple blades sticking out from their shoulders. Their faces nothing but silver buckets with a red visor where Twilight presumed their eyes should have been, and a strange face-like symbol made of multiple purple triangles branded into their chests. she was about to panic... before she remembered she was invisible. Resuming her search, she peaked into the hall entrance the giant's seemed to be guarding. She saw nothing she understood in there, tools of some sort, but that was all she recognized, aside from the fact Scootaloo wasn't in there. Where was she?

"Lemme outta here, or Rainbow Dash will make you sorry!" Scootaloo yelped from her hiding place. A loud clang followed, as if somepony had hit a cell in order to shut up it's occupant. Twilight Sparkle used another spell to measure the sound distance in order to find Scootaloo. The spell reported Scootaloo was over on the opposite side, 4 doors down, she galloped fast as the echoes that sprang around. The giants noticed, but turned their heads back-and-forth in confusion, unable to see the source of the noise.

Twilight eventually entered her destination and saw a primitive cube cage with Scootaloo in it, the cage laying on what looked to Twilight like over sized anvil, but the tools and gadgets attached to it's sides suggested it was a spare medical table for the giants. Twilight snuck in, but as she did,another giant entered the room. This one looked quite different from it's companions, being red and white and having fin's on it's head, as well as actual eyes.

"So, Soundwave wants me to interrogate you." it said in a droll tone, like doing this kinda thing was not high priority on his to-do list.

"I'll let you interrogate me all right! Come down close enough for me to buck you!" Scootaloo snapped from her cage.

"Oh, feisty, aren't you?" the red giant questioned. "What were you doing on our ship?"

Scootaloo stuck out her tongue.

"Hmph. A wiseguy, eh?" The red giant commented. Scootaloo nodded.

The red one pointed to a purple one by the door, "You there! Can you fetch my staff?"

The purple nodded and stomped off into the hallway. It came back with what seemed to a staff that ended in a fork, and it had blue electricity going back and forth through the 'tines'.

Twilight's panic instincts began kicking back in. That thing doesn't look very nice!

the purple giant handed the red one the staff.. The red one took the device, opened the cage, and ushered Scootaloo out of out it. Before he could begin poking her with it the filly used her wings to dash off the table and rush towards an otherwise unnoticeable crevice in the room. The red one grunted in frustration, going over to the spot and crouching down, "Come out, you!" he growled and pounded his fist against the wall. "I've got better things to do then engage in games of cat and mouse!"

A plan slowly formulated in Twilight's head. This red thing was not happy, and if there was thing Rarity had taught her, it was that unhappiness is easy to manipulate. A hum of magic, and she was visible, "Excuse me! Sir?"

The purple giants turned their heads to her, but did nothing. Probably waiting for orders. The red giant drew up and looked around. "Oh...hello...What are you doing here?" It greeted Twilight coldly upon noticing her.

"I came by to pick the little filly that just hid under there." Twilight claimed.

"Is that so?" The red giant replied with a note of suspicion.

Twilight nodded, "Uh-huh, I heard you say you were interrogating her?"

"That's correct. Soundwave found her, caught her, and thinks she was up to something on our ship." The red giant

Twilight was slightly confused at this. "...Ship?"

The red gestured to the walls, "This whole thing right here? Called a spaceship, warship...just plain ship."

"Right, so anyway, I can assure you that Scootaloo-that's her name- wasn't doing anything she shouldn't have been. She was just lost." Twilight told him with pleading eyes.

He narrowed his. "Oh? How can I be sure that you're not involved in some sort of plan with her to attack us?"

Twilight put a hoof to her chin, "...Um...er...Oh I know! Ask me a question!"

"...A question?" He responded, clearly in doubt.

"Yeah, A question! The kind of question you'd expect an 'attacker' to answer!" Twilight told him.

The red giant nodded, "OK..uh...'You've been practicing to see the best part of the Energon stockade to hit with the Rigel III Rorza maneuver, haven't you?'"

Twilight shook her head up and down. "I don't even know those words! Ener-what?"

It was the red giant's turn to put his appendage to his chin, "All right...Does she know any of them?" He asked, pointing towards the crevice Scootaloo had crawled into.

"Scoooootalooooooo! Do you know what he's talking about?" Twilight called out.

"Something about a Rorza maneuver or whatever!" Scootaloo called back.

Something occurred to Twilight, "Say, didn't you mention that Soundwave wanted you to interrogate her?"

The red giant nodded.

"If he- I assume he's a he- wants her interrogated so badly, why doesn't he do it himself?"

The red giant looked at her like she was a genius, (which she was, but there was no way for him to know that) "That's...an excellent question." He raised his head in thought, "You know, he can't pull the 'I had things to do' card since he could have just scanned her..." He looked at Twilight, "You know what? I think I'll be petty to him for this. Take your comrade and get outta here. I'll tell the drones to let you by."

Twilight bowed, "Thank you. Scootaloo?"

The orange pegasi crawled out from her hiding spot and approached Twilight. She ruffled Scootaloo's mane a bit, "C'mon kiddo, let's get you out of here. Applebloom and Sweetie Belle are probably worried sick!" As she and Scootaloo began walking out the large door, she turned around suddenly to gaze back into the room.

"Hey wait!" Twilight yelled, "I just realized you were so...agreeable and I don't know what you are! Or even your name!"

"Knock Out. Decepticon. Decepticon Knock Out." The red giant responded..

"Twilight Sparkle, Little Pony...We should see each other again sometime and have species-to-species talks!"

Knock Out seemed to consider this, "That's a...unique proposal. I'll think on it. See ya later."

Twilight nodded and guided Scootaloo out of the room and back into the hallway,which suddenly felt a lot less ominous and threatening.

The silver and purple giants ignored the ponies as they trotted down the hall. Either they were too preoccupied or the conversation with Knock Out meant they were on good terms now.

"Thank you for rescuing me, Miss Sparkle." Scootaloo said as they made towards the exit.

"No sweat." Twilight replied jovially before a blue foot stomped in front of her. "Oh! Excuse us!" Twilight pardoned as she and Scootaloo moved around it.

The giant the blue foot belonged turned to one of the purple ones working on repairs. It didn't say anything, but the worker seemed to understand it exactly. "Um...Knock Out gave them the O.K, sir."

More silence emitted from the blue one,which seemed to somehow cause the purple one to panic. "It's true sir! I swear!" The worker insisted. The blue one turned back to observe the ponies, only to discover them gone. It walked through the halls until he found the room Knock Out was in. It slumped against the door frame.

"Oh, Soundwave. Hey there." said Knock Out. Soundwave just stood there silently, disapprovingly glaring at his red companion. Knock Out was seemingly able tell what Soundwave was saying, despite the lack of words coming from his mouth.

"Huh? Oh...that. Yeah, the lavender one assured me that it was just a lost child."

More silence from Soundwave. "Yes, I'm sure. I asked her if she was trying to organize a strike and she had no idea what I was talking about!" Knock Out shouted with exasperation, turning away. "Besides...she was kinda cute."

Yet even more silence from Soundwave

"Yes, Soundwave. 'Cute'. That is the word I used."

Soundwave put a hand on his forehead. Then beckoned Knock Out over, who complied. Soundwave raised a hand slapped Knock Out something fierce before angrily storming out.


Nothing eventful happened on their way home, though Sweetie Belle and Applebloom were waiting on the edge of the forest, and were overjoyed when Scootaloo rejoined them.

Twilight continued on to the Library,where Spike was dutifully waiting...by telling poetry to a picture of a Rarity. Bad poetry. He didn't seem to notice his mistress-employer-stepmom had returned from her errand. She decided to make her presence known. "Nice,you sound just like the next Octavia."

"Oh, Twilight, you're back!..I..um...didn't see you." Spike responded, swiftly taking the picture and hiding behind his back. Twilight rolled her eyes, though she was smiling. "Come on, we've got errands to do."

Twilight and Spike cleaned themselves up a bit and headed out to visit Applejack's-no,Big Macintosh's stall for some apples.

"Oh, hey Big Macintosh! Where's Applejack?"

"She decided to take up bucking for the day,so ah'm minding the stall."

Twilight observed the stall's empty slots. "Well, you certainly don't seem to doing too bad on that. One bushel of sour apples, please."

Big Macintosh gathered up the green fruits, "That'll be 25 bits." Twilight levitated her stocks from her satchel and frowned.

"Oh no!"

"What?" Spike asked.

"My budget doesn't allow for that many bits on apples! What do I do, what do I do!" Twilight questioned,beginning to panic.

"Twilight Sparkle, you're making a mess when there's no need for it. I'll just give less than a whole bushel." Big Macintosh informed her.

Twilight flushed, "Oh...um...yeah. You always know what to do in a situation, Big Macintosh!"

The farmer stallion smiled shyly at the compliment as he subtracted from the apple bushel.

Ponyville bore witness to evening as Twilight retired to her home,ready to tuck in for the night after completing all her errands.. She brushed her teeth and hair, tucked Spike in, let out a yawn as she slid under her own covers. She let out a yawn as she prepared to journey to dreamland.

...But it was not meant to be, for as soon as Twilight's eyes closed, they were jolted back opened by a thundering knock, almost like metal pounding on wood. "Whazzat?" Spike asked, briefly sitting upright. "Sounds like...somepony made of metal is knocking."

Twilight bolted out of bed, "That must be Knock Out! He must not realize how late it is for ponies!"

Spike only briefly wondered out loud "Who's... Knock Out?" because he swiftly fell down and went back asleep.

Twilight rushed down the stairs and opened the door,expecting Knock Out,but instead there was the slender blue 'bot that Twilight and Scootaloo had to excuse themselves from earlier, lurching by the library tree. "You're one of Knock Out's friends, right?" Twilight asked timidly. She didn't see the tentacle drop down from an outlet on the blue one's back until it had already smacked her head and knocked her unconscious.

Grasping Twilight Sparkle's form, Soundwave leapt into the air and sent Twilight flying up into the sky,who began a descent back down as Soundwave's body began twisting and shifting unnaturally until it formed a excessively-thin winged jet. Opening his cockpit, he caught Twilight Sparkle on the pilot's seat in an maneuver performed only by expert Decepticons.

Closing the cockpit back up, he buckled Twilight in and opened a hatch on the controls that a device like a store price scanner mounted on a long joint came out of and positioned itself to loom over Twilight's forehead before letting a beam of red light from it connect to her.

Soundwave rocketed off back towards the ship, the roar from outside the tree house causing Spike to cover his ears with his pillow and mutter something about the pegasi being unable to control their thunderclouds.

The blue jet shape-shifted back into his humanoid mode once he had re-approached the ship, where Knock Out and an imposing, silver Decepticon with spikes on his shoulders were waiting. Soundwave held Twilight's unconscious body up for them to see.

"Is this the one?" The imposing silver one asked. Knock Out nodded.

The silver one approached Soundwave and took Twilight into his bulky hand. "So...you think this...pony is 'cute'?" the silver asked.

"Well, yes, Lord Megatron but it was just a little joke-"

"Joke? Joke? Knock Out, you know scrapping well I do not approve of jokes." the Decepticon addressed as 'Lord Megatron' hissed. "If you think she's so cute...why don't you play with her a bit?"

Knock Out raised his arms in surprise, knowing full well what Megatron was implying "Lord Megatron plea-GYAHH!" Megatron had taken Twilight's horn,applied pressure to it, and was now using it as a sander on the side of Knock Out's chest, producing sparks and causing the slick Decepticon to wince. "Are you going soft on me, Knock Out?" Megatron questioned.

"No, sir! Never!" Knock Out insisted.

Megatron stopped sanding and took Knock Out's hand and held it out, putting Twilight's body in it, Megatron snarled, "Prove it. Take this pony and do something cruel and unusual."

"Such as?" Knock Out inquired.

"Use your imagination." Megatron snarled.

Knock Out walked up the ship's ramp,Twilight hanging from his hand, "Sorry, Twilight Sparkle, but orders are orders...you understand, don't you?" he sadly told the pony, but there was hint of sadistic glee in his voice.

Megatron watched him for a minute, then noticed Soundwave standing behind him. "You have something to show me, Soundwave?" Megatron questioned.

It seemed Soundwave did indeed, have something to show Megatron, as his blank screen of a face showed static, before showing the blurry image of a white pony, with a pastel-colored mane and crown on her head...

Megatron smirked. "Well...seems Knock Out's little fancy will prove useful..."

Author's Notes:

Edit: July 14 of 2012: Changed the title again because 'FIMP' sounds better to me then 'FP'.

Edit: You know that whole 'Developer's Commentary' I was doing? That was because I read Author's Notes were 'unprofessional' but I've been convinced otherwise since then.

Edit: I also realized I make mention of Soundwave's cockpit. Prime Soundwave turns into a Unmanned Aerial Vehicle, which doesn't have a cockpit!...I'm not changing the story to fix this, though. *Sulk*

This was intended to be written in a sort 'double-talk' fashion, so Brony fans unfamiliar with Transformers could have an idea of the appearances of the characters.

The version of Transformers being used is the 'Prime' universe...obviously.


Songs: 1

Mood Whiplash: 2

Foreshadowing: 1