Disclaimer: Both Transformers and My Little Pony are the properties of Hasbro. This is a non-profit work intended for entertainment and speculative purpose only.

Friendship Is Magic: Prime

by Darkryt Orbinautz

Act II

Chapter 1

Swarm Of The Century


Previously, on 'Friendship Is Magic: Prime':

Twilight Sparkle was captured by the Decepticons and used to bargain Celestia's throne to Megatron's possession in exchange for Twilight's life, who developed an addiction to Energon while in captivity. With Megatron in power, the seal on Discord's stone prison weakened and the Spirit of Disharmony was let loose. After some complications and much difficulty, Twilight's friends managed to rescue Twilight from the Decepticons...and her addiction. Twilight Sparkle and company succeeded in banishing Megatron from Equestria, and the Decepticons returned to Earth...unknowingly taking Discord along with them.


The spiky, forward-swept flying fortress of the starship that housed the Decepticons known as the Nemesis hovered itself into Earth's outermost atmosphere.

"Reaching descent range." called a piloting Vehicon, one of the Decepticon's mass-produced drones who walked a little blurry on that line that separated drones from 'real people'.

The Vehicon turned towards his master, the imposing Lord Megatron. Who nodded, giving the Vehicon the 'OK' to start the Nemesis' path into the Earth.

Discord, the Draconequus sitting atop the Nemesis' struggled to maintain his grip on the large starship's outside as it tilted sideways from it's gravitational position. The engines on the ship's back roared as blue fire was let loose from them, propelling the ship down into the planet below.

The ship began to build up heat and momentum, an aura of red energy surrounding it as pierced Earth's atmosphere and entered it's blue sky. Discord magicked up a bubble to protect him from the ferocious flame.

Once the ship had righted itself and quit rocking, he slithered on it's top until he found an area less reinforced then the others. Brandishing his eagle talon, he cut through the weak spot and squeezed inside the Decepticon ship. It was just as purple on the inside as it was outside, though with pinkish lights. He turned and whipped around, looking for something that he might able to cause trouble by messing it up.

Before he could find such a thing, however an all-too-familiar claw clamped down on his chest with enough force to knock the wind out of him. He curled his long neck to see that a thin, blue triangular Decepticon with a tentacle reaching out of it's back. Discord stroked his beard in thought, trying to recall the it's name. "...Soundwave, right?"

Soundwave ignored his questioning and walked out the room with the Draconequus in hand...well, claw. Ultimately, Soundwave carelessly tossed Discord in front of him and landed the Spirit before Megatron's feet.

"You...you snuck on my ship?" Megatron snarled, clenching his fists. "I don't whether to call you brave...or foolish."

"I prefer the term 'unpredictable'" Discord replied.

Megatron narrowed his eyes. "You used to rule Equestria, didn't you? Why would you stow away on my ship, the farthest away you could be from that land, when you could be reclaiming your throne from the beautiful Princess Celestia?"

Discord grimaced at the way Megatron was just rubbing it in. "You have no room to talk; You took over Equestria too...and lost the crown...to Celestia, Remember?"

Megatron laughed, "Ahahhaaa... True. True. But I underestimated her and her precious student. Were I to return there, Celestia's white coat would quickly turn pink."

Discord looked at Megatron and scratched his head. "...Pink?"

"Celestia's coat is white. Blood is red. White, plus red, equals pink...but enough about that. What are you doing on my ship?"

By now, enough of Discord's breath had returned to him that he could managed to float aloft in the air. "Simple, my dear Megatron! I thought following you around for a while would have a unique new brand of fun."

Megatron growled and snapped his fingers. A green circle appeared from nowhere- a GroundBridge, used for fast-as-light travel within a single world's radius. Soundwave came up behind Discord and punted him through the portal.

"Well, that takes care of that." Megatron remarked. "I'm not too sure what that failed child's toy could possibly do here on Earth, but I have doubts it would be much of concern..."


Discord's flung body crashed on to the side of a stray boulder before falling to the ground. He groggily stumbled to his feet, only to be scared witless by a extremely clap of thunder. He looked up to see greyish clouds slowly coming together to blanket the sky. Something it about unnerved him...back on Equestria, the weather was controlled by pegasi magic (or his) but this storm seemed to active on it's own...like no magic was triggering it.

He shuddered as he considered if the weather wasn't manually activated, what other similarities did this place have with the Everfree Forest? Ursa Majors? Manticores? Plants that snapped and lashed at perceived intruders?

He looked the environment he was in; Sand, red to reddish-orange rocks and cacti. A desert.

...an empty desert. How was he supposed to have fun while alone? He started his journey to find life, taking a step forward and stubbing his hoof against a rock.

"Ow, ow ow ow!"

Taking in a deep breath, he continued, eventually coming across a cave entrance. There was light shining out of it...light that was quickly going across the walls as it sped out!

Narrowly avoiding the yellow car (A Decepticon, maybe?) that bolted out, he wondered whether or not to go inside and explore the cave.

The explosion and burst of fire bellowing out of it shortly after dissuaded him from that thought.

He resigned to keep looking, trekking through the desert heat until he eventually found a lizard sitting on a rock. He attempted to make conversation with it, curling himself around the rock and looking the lizard in the face.

"Hey there, little guy! What's up?"

The lizard remained motionless, making no attempt to respond to Discord's question.

"Excuse me," Discord growled, reaching out his lion paw to grab the rude reptile, "I asked you a question-WHOA!"

The lizard hissed at Discord's appendage and flared out a menacing frill around it's neck, startling the Draconequus long enough for it to make a clean get away.

"Hmph. Some ponies are just so rude." Discord mumbled to himself and preceded walking. Water was suddenly dripping down his horn and antler. The clouds had started raining. He signed and supposed he should go look for shelter, just in case the storm proved intense...

Oooooorrr he could fly up and use his magic on them, changing them to whatever he would've liked.

He spread his wings and took to the sky, only for irony to kick in.

As if Mother Nature could read his thoughts, his conscious began to slip from him when a lightning bolt struck the tallest object...which was him. His singed body fell back to the ground, unresponsive, but still breathing...barely.


The yellow car sped down the windy desert road, confident in the completion of his mission to destroy a Decepticon project. See, this yellow car wasn't a normal car: It was the Autobot Bumblebee. The Autobots being a special task force dedicated to the defense of innocents, generally by beating the Decepticons up and forcing them to retreat, but not always.

Bumblebee being the yellow car that served as their scout and espionage unit they sent when dealing with tricky, timing missons, the fact he was the smallest of their ranks only helping him in that regard...

OK, Arcee, the blue motorcycle was the smallest, but that's what she gets for choosing a motorcycle as her altmode.

There was a click from Bumblebee's internal radio.

"Bumblebee!" Ratchet, the Autobot's medic yelled through his communication device. "Was your mission a success?"

A Beep-Beep was Bumblebee's response.

"Excellent! Now, we have another misson for you..."

Bumblebee let out a curious wheee-oop at this. After blowing up a Decepticon super-weapon clearly meant to be a secret, what else could Ratchet need him to do?

"Could you pick up the kids?"


The town of Jasper, where humans lived and reigned!...well, lived, at any rate. Somewhere amidst it's streets, the bell rang from a building rang, signaling that teaching hours were over.

A twelve-year-old boy with pointy brown and glasses was joined in his walk towards the sidewalk by a 16-year old boy with scruffy black hair and a fourteen-year old girl with black hair dyed only partially pink and done up in pigtails. Raf, Jack and Miko, a trio of humans who had this one thing in common, if nothing else; They knew about the Autobots and their seemingly eternal war with the Decepticons, something both sides were eager to keep a secret from their the fleshies dwelling on the planet they fought for.

Sitting down on the pavement together, Raf pulled out a gaming device while they waited for their Autobot guardians to pick them up.

"So," Miko started, "What awesome adventure do you guys think us and the 'Bots are gonna go on today?"

"Hopefully, nothing!" Jack snapped. Raf remained wrapped in his game,

Another girl came walking up to them "Hey Jack!"

The trio got up to see Sierra, Jack's crush approaching. "What's up?...Oh. I see..." She noticed Miko.

"No no no!" Jack waved his hands frantically, trying to assure the object of his affections, "These are my friends! Not my girlfriends...girlfriend and not my boyfriend!"

"I should hope not..." Raf muttered under his breath. Miko face-palmed at how badly Jack was tripping over his words.

"Dude! Just ask her to go out with you already!" she exclaimed.

Sierra circled her foot while Jack rubbed his neck, "Well, I think that'd be a...little straight forward." He replied with a nervous smile.

Before Miko could chew Jack out over his 'outdated chivalry', a small yellow car and a bulky green jeep pulled up by the sidewalk.

"Our rides are here." Raf pointed out putting away his handheld game. Raf climbed into the yellow car while Miko jumped inside the jeep. She noticed Jack lingering behind, "Jack, you riding with me or Raf?"

Jack looked at the two cars, "Actually...I think I will ask Sierra out...Sierra?" He turned to the woman in question.

Sierra blushed. "Actually, the reason I came over was because I wanted to go out exploring, and my mom told me to take a partner with me...Y'know, just in case something happened."

"You two go on ahead!" Jack told his friends and took Sierra's hand in his own while they revved up and sped off, "So, where to?"

"I was thinking over by the roads...where you beat Vince in a race?"

"Yeah..." Jack twiddled his fingers, "Sorry about that."

"Don't be! He needed some good old-fashioned humbling."

The two shared a chuckle.


"All right Bulk!" Miko cheered within Bulkhead's seat, "What are we gonna do today? Mine some Energon? Build a superweapon based on ancient Cybertronian specs? Oh! Or bust some Decepticon heads?"

"I will be fetching some supplies for Ratchet: You will be going home and doing...whatever it is you do with your host parents." Bulkhead's radio beeped out.

"Awww...that's no fun!" Miko whined.

"It may not be fun, Miko, but it's safe."

"What if I don't wanna be safe?" Miko grumbled, crossing her arms.

"Then you die. And you can't have much fun if you're dead, now can you?"

Miko paused and put a finger to her chin, "Yeah, that's true." She dropped the subject.

Bumblebee communicated in his normal tone of electronic noise, but Raf, having spent an extremely long time around computers and their codes in his short lifespan, understood him perfectly.

"Jack likes that Sierra girl, doesn't he?"

"Yeah, yeah he does." Raf answered.

"Why?"

"It's...well, it's hard to just explain...It's a feeling he has for her. He wants to get close to her, understand her, comfort her when she's down and just, in general, have a close relationship with her."

"Like us?"

Raf laughed, "No, 'Bee, not like you and me. It's...different. Besides, I don't think you'd make a good kisser!"

"Aw, hey now..." Bumblebee objected, though he knew Raf's teasing was all in good fun.

"No, no, 'Bee...Kissing requires lips."

"...You win this round." Bumblebee growled playfully.


It was nighttime now, and having long since properly having taken care of their partners, Bulkhead and Bumblebee shared a leisurely walk in their robot modes through the halls of the Autobot base – a converted and re-purposed cold war silo, rebulit and cleaned up to suit the Autobot's needs.

Wheee-op op eeep.

"Yeah, I'm happy that's working out for you! Why did I get the difficult partner?" Bulkhead bemoaned.

Whooooo-eeeee.

"Figures the biggest 'Bot would get the short straw, right 'Bee?" Bulkhead commented, resting his hand on Bumblebee's shoulder for comfort.

"Bulkhead! Get in here!" Ratchet barked from the main control room. Bulkhead and Bumblebee exchanged looks, and the latter shrugged.

Bulkhead made his way to the control room where Ratchet and Arcee were waiting and rested his hand against a door support, "Whaddya need, Doc-bot? I already got your supplies!"

"Well, it's not supplies I need!" Ratchet snapped, "Optimus went out for a spin, and he thinks he found the Decepticons excavating. Possibly another Iacon artifact. I'm sending you and Arcee to back him up." Ratchet pulled the lever on the side of the control panel, and a GroundBridge portal opened up.

"Let's roll." Arcee quipped, getting up off her seat.

Transforming into their respective vehicle modes, they sped through the portal, landing in a patchwork of roads that was just some distance away from Jasper's city limits. Arcee looked around, "Where's Prime?"

Bulkhead shrugged and did the same, "I don't see him either...Hey, isn't this where Jack and Bumblebee had that street race with Vince?"

"Don't remind me." Arcee snarled.

"Hey!" Bulkhead shouted, pointing off somewhere east of their position where a blue glow was emanating. "Think that's what Prime was worried about?"

"Let's find out."

They rushed over the site, stopping short when they saw, sure enough, a squadron of Vehicon drones, Airachnid, and Breakdown tunneling and shoveling. They saw Optimus, in truck mode, hiding out of the Decepticons over on the other side of the location.

"So that's the plan..." Arcee remarked on noticing her commander's strategic location.

Meanwhile, some yards north...

Sierra and Jack walked around in circles, passing a cavern that looked like it had been the victim of an explosion...Jack was unnerved that it looked like an Autobot-mandated one. Were they going to ruin his time out with Sierra now? He liked them and all, but he would've like something unaffected by them for a least one day. Was that too much to ask?

"Jack?" Sierra questioned, nudging his arm,

"Huh?" He answered.

"You okay? You stopped by this cave-in and started staring into space..." Sierra explained.

"Yeah, yeah. I'm fine...just...thinking about something."

"What's something?"

"Eh, nothing."

"Well, 'something' can't be 'nothing', so what is it?"

"Nothing you need to worry about."

"All right, if you say so...Hey, speaking of staring into space, I know a place not too far from here that offers a pretty view of the stars."

"Sounds great!"

Sierra grabbed Jack's hand and started dragging him over to some other collection of rocks and gravel letting go of it before starting her ascent. Jack followed nervously.

"So, uh...Airachnid." Breakdown stammered nervously, intending to chat to the Spider-'Con about his crush on her. "How's...life been for you lately?"

"Mmm, can't complain too much...Soundwave's been leering at me a lot lately, but not much else."

Breakdown 'hmm'ed, and Airachnid cast her gaze at the sky.

"Although..." Airachnid began "I do enjoy being here like this...The night sky, alone with no one but these mindless lugs who can be easily ordered to forget anything I might want them to not know...and above all, no..."

"Autobots!"

"What?"

Airachnid whipped around, only for her vision to filled with the grey sphere of Bulkhead's wrist-mace, throwing her to the ground.

"Hey!" Breakdown snarled, converting his arm into an hammer and slightly angered at Bulkhead's untimely interruption, "You're not supposed to hit the ladies!"

"But what if they hit you?" Bulkhead questioned with a curious look.

"What do you mean-" Breakdown was interrupted by Arcee landing an aerial kick to his face, throwing him off balance.

Airachnid got up, eager to beat her old rival, but her arm was clasped by Bulkhead. Bulkhead smirked at Airachnid's stupefied look.

"Arcee and I decided to change dance partners, you know. Mix things up a little."

Bulkhead lifted Airachnid up and hurled her some distance away towards where he and Arcee had entered the area.

As Arcee used her small size to her advantage against Breakdown, rolling between his legs and giving him a well placed punch to the back, Optimus made his move, revving and speeding down the rocks, he began bowling over Vehicons like...bowling...pins.

Airachnid beared down on Bulkhead, rapidly alternating her fists and extra legs, each being blocked by Bulkhead's expert timing. Breakdown attempted to slam Arcee's head with his hammer and succeeded, bringing the Autobot down.

Bulkhead punched Airachnid's face, causing a crack. Airachnid wiped her cheek, then noticed Optimus Prime speeding towards the artifact's container. She transformed to her helicopter alt mode, meaning to intercept, but Bulkhead grabbed her by the rotor-tail and used her as a club on Breakdown, batting him away from Arcee before he could dent her up more.

A Vehicon tore the container from the earth, only for Bulkhead to tackle it down and having them both tumble some distance away from the cover of rocks and stalagmites.

Bulkhead shook his head and saw Jack and Sierra some distance, both looking at him with wide eyes,

"Not good!" He muttered under his breath. He exchanged looks with the Vehicon on top of him and punched it back into the excavation area before following suit.

"Did...you see that?" Sierra asked timidly.

"See what? I didn't see anything. Did you see something?" Jack lied, trying to maintain the Autobot's cover.

Sierra looked at Jack doubtfully. Jack managed to keep together a broad false smile long to convince Sierra he wasn't lying.

"All right...I guess I imagined it." Sierra muttered.

"Hey! What's wrong with that? I hear guys like a girl with a imagination!"

Sierra raised an eyebrow.

"Er, not that...I'm like that...I just...hear people say it!" Jack assured her.

Bulkhead batted Vehicon after Vehicon away, trying to make sure they didn't get to Optimus Prime. He was succesful, but Breakdown recovered and tackled the Prime, knocking the container out of his grasp and to the floor.

Airachnid skittered attempting to retrieve the device, holding it up in triumph, "Ha-ha!"

"The Decepticons have obtained too many artifacts already. Keep it from them at all costs!" Optimus barked.

Arcee shot at Airachnid a few times, missing each one. A GroundBridge portal appeared behind the green Decepticon. She waved sarcastically, "Bye-bye!"

"Bulkhead!" Optimus Barked.

Aiming precisely, Bulkhead shot the container out of Airachnid's hands and destroyed it. She hissed at the loss before being joined by Breakdown and the surviving Vehicons as she retreated into the Bridge portal under fire. One of the stray shots hit a stalagimite, reducing it to a scatter rubble that caused a tremor. The tremor was unfelt by the protected, metal frames of the Autobots, but to the left of their positions, two humans fell off their precarious perches with a shriek.

Once the dust had settled and the two had finished coughing, they began reaching around, trying to find support themselves.

"Wow, Jack...your shirt is really feathery." Sierra commented.
"My shirt? I thought that was your shirt!" Jack yelled.

"Well, if it's not your shirt, and it's not my shirt, then what...is it?" Sierra questioned, standing up and letting out a gasp at the sight she saw.

"What?" Jack asked, though he gasped too when he saw the unconscious, enormous, serpentine, mule-headed creature he and Sierra had landed on the sides of...


Author's Notes for Swarm Of The Century

I misspelled 'Miko' as 'Mike' at least once typing this. This seems particularly funny, because in the UK Titan Magazine, Miko's name is misspelled as 'Misha' 'Meeka' and other, but NOT 'Mike'!

(As of this writing, at least.)

Additionally, I wanted to make the Transformers: Prime theme song 'play', but it's entirely instrumental, and I don't know the sheet music...I'm fairly certain FF. Net doesn't support sheet music anyway.

While writing that 'white-pink-red' exchange between Discord and Megatron, the fact that Celestia's toy was pink had completely slipped my mind. Is that a score up or down?

Counters for Act II

Throwdowns: 2

'Aw scrap's: 0

Tempting Fate: 1