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.

Darkryt Orbinautz presents...

Previously on 'The Reign Of Starscream'...

"This place is beautiful!"

"And it's supposed to be dead?"
Seeing her as having took the device, the optics revealed it's mouth in a grin
"Luna, the only bot on Cybertron who could've given you that...is Alpha Trion."

"Oh. Is this 'Alpha Trion' on our side?"

"He's dead, Luna."


"Why..." Shockwave answered "To get the ponies that will revitalize Cybertron, of course!"

The skidding, thundering boom of it's recoil making sure he had everypony's attention. And when he spoke, it was like the drum of his voice was banging on the souls of everyone hearing it.

"The Decepticon Justice Division has come for the head of Big Macintosh."

"Decepticon Justice Divison?" The Queen questioned. "I have never heard of such a ridiculous group!"

Smokescreen grimaced. "Queenie...you really don't to mess with this guy."

"Who is he?" Apple Bloom questioned.

"Tarn." Smokescreen answered. Despite the relative neutrality of the name itself, the way it practically hissed off Smokescreen's speech synthesizer made Apple Bloom fearful- and rightfully so.

"Surrender Big Macintosh at once and no else has to get hurt." Tarn demanded.

"And if I refuse?" The Changeling Queen questioned.

Tarn transformed, converting into a large tank with four seats on top of it the size for three large Decepticons and one normal-sized one and fired.

Various buildings of the Appleloosa town went crumbling down into dust and wreckage. Some ponies could just barely jump out of the way in time before something hit them, and when the dust cleared, it was evident that Smokesrceen had been the catalyst of the destruction, having barreled right the houses from the impact of Tarn's blast.

Smokescreen himself fell to his side with his jaw open, a huge hole punched into chest.

Apple Bloom ran over to her partner. "Smokescreen?"

The Queen looked at the destruction, then back to Tarn, who transformed back to bot mode.

"Then everyone gets...hurt."

The Reign of Starscream
Chapter 3
Episode Synopsis: Twilight is upset when the humans visit: The Wreckers must confront Starscream's mad plan on Equestria.

Fluttershy was amiably watering flowers when she heard metal footsteps.

She gasped. "Decepticons!"

Galloping around her cottage, Fluttershy found the two Decepticons invading her privacy waiting at her door.

"Hello?" She said to them. "Can I help you?"

"Yes." The larger of the two said. He was green and blue, and had some of compartment in his chest. His partner was smaller, black and silver and was like a torture chamber built into a rough robot shape. "We're with the Decepticon Justice Division."

"Oh...I'm sorry, I've never heard of that."

"You have now. It is under good authority that we are informed you faked loyalty to Megatron and the Decepticon cause at one point in time."

"That's true..."

"We're not happy about that. Such an act is disrespectful to the glory of Megatron's image."

"Oh, well, when you put that way...I'm sorry! What can I do to make it up to you?"

"Wear my faaaace." The smaller one droned.

"Oh..um, okay." Fluttershy nodded, looking around. "You're a robot, so I guess that doesn't seem so bad."

The smaller one clasped his hands around his 'face' and pulled it off like mask. The inside of which was covering drills, pin, needles, saws, and just about every tiny sharp object ever imagined.

As the pointy bits began whirring, Fluttershy realized she had been wrong: it was that bad.

On Cybertron...

"So we've got a ghost runnin' around, just doling out Omega Keys to whatever frakkin' ponies he finds on the streets." Kup concluded, looking at the senario from the most cynical perspective possible.

"That's one way to put it." Luna muttered, perched on the smokestacks of Ultra Magnus, gazing upwards the shadow of Omega Supreme.

"Leave it to Kup to complain about good things, huh?" Hot Shot said. "We have Omega Supreme back! We'll cream Shockwave and take back Cybertron!"

Ultra Magnus 'hmm'ed.

"What is it, Our Fair Magnus?"

"I'm starting to think...you getting that Omega Key wasn't an accident."

"Art- thoust saying Alpha Trion intended for us to take the Key?"

"Yup. It makes sense. You said there was something inside Omega Supreme that sucked in your magic...I'll bet you whatever's valuable on your world that Alpha Trion knew that would happen, and that'd you fix Omega."

Any further attmempts at speculation were cut short by Omega Surpreme's booming voice.


"A Space Bridge? Oh! That reminds us!" Luna started fiddling around with spacesuit, looking for the device that would signal to Optimus' allies that she was ready for her Bridge back to Equestria. "Hmm...we...cannae find our beacon..."

Omega Supreme transformed, revealing his vehicular mode of a freaking huge gold spaceship.

Magnus and Luna looked up at it and then each other.

"That should work!"

Optimus Prime and Princess Celestia were some of the most dutiful, responsible, serious Ponies/Autobots around, always ready to lend somepony a should to cry on or a ear to listen to, but strict in their rulings and firm but fair in their judgements.

So it's understandable why somepony would laugh at the sight of the two just lounging around at the top of a tower, lying on couches and exchanging books and the names of book author's from the other's planet.

A Space Bridge opened up on the rim of their chosen dwelling area.

"Optimus, are one of your Autobots visiting?" Celestia inquired.

"No." Optimus answered, which was all the permission Celestia needed to go full-alert.

Shockwave, accompanied by a very crumpled-up looking Vortex, stepped onto the pavilion.

"Shockwave." Optimus greeted with a hint of aggression. "What business do you have on Equestria?"

"Quite a bit, actually." Shockwave answered. He held up a grey sphere with red lines. "I have a proposition for the royalty of Equestria."

"I'm listening..." Celestia said. "But only briefly."

"If you are not aware, Your Majesty, Cybertron unto itself is dead. It's Core can no longer produce Energon, and we must scavenge alternative sources of it from far-off worlds to sustain ourselves."

Celestia nodded. "Go on."

A hologram of Omega Supreme blurred out of the sphere. "This is Omega Supreme. He is an ancient Autobot with origins beyond the understanding of current science, and his systems were corrupted by Dark Energon and forced to shut down...and somehow, this pony" The hologram changed into Luna. "-was able to purge him of his corruption and cure him. I believe the same can be done to the Core, if we could have your cooperation."

Shockwave remained calm as Optimus and Celestia turned to each other.

"What do you make of it, Optimus?"

"It is a possibility I have never once thought of. But Shockwave is a Decepticon. Although I would very much like to imagine the possibility of redemption for the leftovers of Megatron's army, I find myself hesitant to agree."


"Of course, if you say no, I will make it clear to Cybertron's returning citizens how you, Optimus Prime, our Savior, ignored my idea, forcing me to turn to whatever other method I will eventually devise to resuscitate our world."

Optimus and Celestia leered at Shockwave.

"You are a shrewd politician, Shockwave."

"Hmmm, you always saw right through me, Optimus. What do you say?"

Celestia looked to Optimus. "Prime?"

Optimus was clearly reserved. "While I am reluctant to trust Shockwave, Equestria's varied magics may prove capable of rejuvenating our home, and his scientific knowledge may deduce the most efficient way to harness it.."

Shockwave would've smirked, had he a face.

In Appaloosa...

Braeburn stared blankly while Apple Bloom attempted to complete a patchwork patch job on Smokescreen's broken chest.

"I will not have my food source deprived of me!" The Queen hissed at Tarn.

"And I will have justice for the name of Megatron!" Tarn countered. "Surrender Big Macintosh!"

The Queen did her arrogant, chiding laugh. "No!"

"Then DIE!"

Tarn converted to vehicular mode and fired a shell at the Queen's general location. She avoided by flying into the with, her quarry of Macintosh clutched in her hooves like a vast, predatory bird.

Tarn cranked his barrel upwards and attempted to hit the Queen again, but she was agile as she was evil, leaving smoking mock-fireworks of misfired shell explosions hanging in the air.

Some distance away on Iron Will's platform, Starscream began noticing the spectacle. "What's all the racket about? OOh!" He was distracted by a small herd of ponies coming towards with Mini-Cons on their backs- some sort of drill/bull and a dormant, translucent bat.

"We hope you enjoy this gifts, Emperor of Destruction." A mare said she slipped the Mini-cons off. "We had to dig up all our flooring to get to them."

"And I will appreciate them all the more for that." Starscream said, bending over to pick both up. The drill flatted into the shape of a ninja star and attached to Starscream's chest, replacing the panel Twilight had torn off him. The bat furled and unfulred until it was the shape of a demonic, monstrous scythe.

"Oooh! I like this one!" Starscream whistled at the scythe in his talons. His moment was interrupted by some soot from another of Tarn's shells falling down on his shoulders. "Will someone-somepony find out what's the reason behind all this!?"

"C'mon, C'mon, C'mon...you can pull through this, Smokescreen!" Apple Bloom begged.

"Ah hate to say it, Apple Bloom, but..." Braeburn pulled his hat over his chest.

"No!" Apple Bloom shrieked. "No, it can't be..."

"It's not..." Smokescreen groaned, barely coming to. "But...is Big Macintosh safe?"

Apple Bloom and Braeburn looked up at where the Queen was consistently dodging Tarn's shell fire.

"Uh...kinda." Braeburn answered. One on hoof, Mac was in the clutches of the Queen...on the other, she was protecting from the insane Decepticon zealot below.

"Uhhn..." Smokescreen groaned and pounded his fist into the ground, trying to get up. He rose up slightly, then collapsed back down.

"Stay wit me, Smokescreen!"

"Right, right...can you...do repairs?" Smokescren questioned, noticing the work Apple Bloom had done on him so far.

"Ah'm tryin'!"

"You need...some wire." Smokesceen explained.


"Ah'mma on it!" Braeburn disappeared and returned with a mouthful of wire that Apple Bloom almost took into her mouth, but she stopped short.


"Mah 'mb'ad!" Braeburn aplogized through his mouthful before running off to get the correct wire.

"Hang in there, Smokescreen." Apple Bloom pleaded.

"I'm not going anywhere just yet, A.B." Smokesceen assured her. He looked at the oneside firefight going on between the Queen and Tarn. "We need to do something for them."

"But what can we do?"

"I don't know...see, no one's ever survived Tarn, per se...they've only escaped him."

Apple Bloom grimaced. She did not like the idea of her brother being a nomad to escape this Decepti-jerk.

Tarn's unreleting assault finally paid off. The edge of the shell's burst nicked the Queen's wings, preventing from sustaining her flight.

"Gyaaaah!" The Changling Royalty shrieked, juuust managing to slow her descent enough to make it non-lethal.

Tarn transformed and began stomping towards the two, his cannon barrel glowing pink as it charged an unholy laser that would send Big Macintosh and the Queen of the Changelings straight to The Pit.

"So, Smokescreen." Braeburn said, he and Apple Bloom having accepted there was nothing they could do about Tarn.

Tarn aimed his barrel.

"What can y'all do about this Starscream fella?"

Tarn froze, his cannon's charge dissipating into air. "Starscream's here!?"

Braeburn, Apple Bloom and Smokesceen all exchanged glances.

"Yeah...yeah!" They all assured Tarn, hopeful sending Tarn after Starscream would give them a distraction long enough to make Big Macintosh disappear from the J.D's radar. A most successful gambit, given that Tarn's optics were lit up like a protoform at Hearth's Warming Eve.

"Just outside on that edge-a town." Braeburn pointed.

"I'll be back for you two." Tarn warned his near-victims. "You're on the list now, Your Higness, for obstruction of justice." The zealot transformed and started rolling after the edge of town Braeburn had pointed, freeing the Queen and Mac.

"Yes! Chase this Starscream while I escape with my prize..." The Queen stroked Big Macintosh's mane and kissed his cheek.

Apple Bloom and Braeburn were displeased.

"Ah'm gonna give 'er a piece of mah mind!" Braeburn boldly declared, adjusting his hat in a 'macho man' (uh, macho stallion? Colt? Mech?) fasion.

"No need, Braeburn!" Apple Bloom said. "Ah'll just a short a circuit here and use the spark to jump-start Smokes here!"

"Uh, please- that can't work." Smokesceen scoffed, which didn't deter Apple Bloom one bit. A huge spark that nearly singed off Bloom's brows flashed from Smokescreen's chest-hole, and his optics got noticeably brighter.

"That worked! That shouldn't have work! That REALLY shouldn't have-"

"Just shoot the Queen, will ya!?"

Smokescreen sat upright, primed his blaster and fired laser at the Changeling Queen, who galloped towards them and disappeared in a blur of blackish green.

"Well, that was easy." Smokesceen noted. "Big Macintosh?"

"Eeeyup." Big Macintosh said, stoic as Optimus Prime himself, approaching the Autobot newbie.

"Me and Apple Bloom have been looking everywhere for you!" Smokescreen explained.

Big Macintosh was off-put.

"Looking for something there, Maccie?"

"Eeeyup. Apple Bloom."


Smokescreen and Braeburn found, to their horror, Apple Bloom gone.

And on the other edge of town, she was bouncing along on the Queen's back as the Changeling galloped out of reach.

Starscream sat down on the stage he had made into his roost, Iron Will still lying down aside him. His head rested into his claw. Trixie, Flim & Flam and Gilda all around him. Gilda wasn't as perturbed by Starscream's treatment of Iron Will as the rest of them.

An old pony approached Starscream on a walker.

"Yes?" The self-proclaimed Emperor said impatiently.

"I thought I could convince you to leave our town alone with a story." The stallion said in a weak, hoarse voice.

Starscreamed. "PFFat! I doubt it. But humor me."

"Once, ponies knew only hatred." The old one said. "As a result, these powerful spirits of hate and misery known as Windigoes froze the ponies, their crops and their homes over."

Starscream seemed intrested, but probably not for the reasons the pony was hoping for. "Go ooooon..."

"Well, what you're doing is very cold, so I would think that story would change your mind."

"Not what I meant!" Starscream hissed. "Where are these...frozen ponies?"

"Oh." The pony said. "They WERE far, far to the edge of Equestria, far to the south. I think the buildings are still standing, too..."

"Excellent..." Starscream rasped, clinking together his claws.


Starscream and his brigade perked up at the shout of his name. Tarn was approaching with two more Decepticons- one looked actually kinda normal in white and purple, but with some sorta battery pump in his shoulders. The other was Breakdown/Blackout sized with a red 'X' fused to his face. There was also some sort of cross between a Decepticon and fox leashed with a chain being held by the normal-looking one.

"Er..." Starscream said. "Do I know you?"

"No, but we know of you." Tarn answered. "We are the Decepticon Justice Division. We are here to punish those that dare to defy Megatron by abandoning the Decepticon cause."

Starscream's optics widened as he realized he had abandoned the Decepticons- more then once, as a matter of fact, but-

"You always managed to worm your way back into Megatron's favor before we can get to you!" Tarn raged. "Well, no more! This time, Starscream, you pay for your treachery!"

Starscream folded up the scythe and transformed into his jet-mode and rocketed off. The normal-looking Decepticon shot lighting at him while Tarn transformed and shot off more shells.

Trixie and the Flim Flam brothers retreated to their vehicles and followed after Starscream's smoke trail while Gilda followed beneath the jet.

Tarn transformed back to 'bot mode, and screamed in rage at having lost his opportunity to destroy Starscream...again.

The Combaticons, crumpled like squashed flies from Omega Supreme's crushing of their combined form, stood with their dents showing behind Shockwave. So as to gauge the true intent of Shockwave's purpose based on the actions of his troops. Whatever the Comabticons did would reflect on Shockwave's plans.

"Which is stupid." Vortex griped. "We're the in the top twenty most violent Decepticons. Onslaught can barely control us. How does OUR actions reflect Shockwave's intentions?"

"Pony logic?" Swindle suggested. He looked up as if to observe a bird, but frowned when he saw the huge gold thing that was definitely not a bird. Swindle clasped his hands around his head. "Oh noooo!"

"Don't be so whiny, Swindle."

Omega Supreme's massive space-rocket mode drifted slowly but surely towards Canterlot.

"I have to say, riding around in this giant Autobots makes me feel kinda...inferior." Spitfire whimpered.

"As you should." Kup grumbled.

"There's no need to make 'em feel bad, Kup." Ultra Magnus chided him. "Hey, I have this hammer that shoots lightning and I can't turn in a scrappin' spaceship." The Wrecker leader added to comfort his ponies.

"Hey!" A Canterlot guard flew up into the view of Omega's windsheild. "Who are you!? You're in Canterlot airspace!"


"No need!" Ultra Magnus assured Omega and beckoned Luna to come to the windshield. Whom, when the guard saw her, nodded and cleared Omega to approach.

Omega Supreme hovered over Canterlot, and there was slight (Re; massive) panic over this huge thing that strongly resembled the Decepticon Nemesis ship. It took Fancypants some time to convince his entourage not to panic, and ever more of the same to do the same to the rest of the populace.

Atop Canterlot's platforms, Shockwave was unconcerned while the Combaticons were concerned about Ultra Magnus' group arriving. The two reconvened, reuniting Luna and Celestia ...and for the first time in a very long time, Optimus Prime and Ultra Magnus.

"O.P!" Magnus cried in delight. "What are you doing here?" Magnus noticed Shockwave. "What's he doing here?"

"I am here to oversee the reclaimation of Iacon Artifacts lost on Equestria." Optimus answered. "Shockwave is here because he may have devised a method with which to restore our home."

Magnus raised an browplate. "And we're just...okay with this?"

"Logic suggests continuing this war with the Autobots will be cost-ineffective." Shockwave said coldly. "As well as detrimental to Cybertron's condition. Restoring the planet will cause me to look favorable to the returned citizens."

"Optimus, are you okay with this!? You hear him, right? He's just doing this for the political reasons!"

"Be that as it may, Shockwave's ideas are worth considering." Optimus said.

Kup, and Shot and the Combaticons growled at each other and tensed.

"Your Majesties, Lord Shockwave, if I could have moment alone with Ultra Magnus..." Optimus requested softly.

Celestia nodded. She, Twilight and Shining all gathered everypony up and left the Autobot leaders alone.

Ultra Magnus crossed one leg in front of the other at his being left alone. "Luna said you were worried about me. I didn't buy it, of course. The Great Optimus Prime! Shows no fears and sheds no tears! Worried about his little bro..." Magnus chuckled.

Then something downright bizarre happened.

Metal clanged from the sudden movement of the two.

Ultra Magnus could barely believe his optics. Was Optimus...hugging him?

He was! Optimus was hugging him!

Magnus pouted as he realized that Optimus- that his brother had been been worried about him after all.

"...Hey." Magnus said, returning the hug and patting Optimus on the back. "It's all right, Orion. I'm right here, and I'm not going anywhere. Espically not because some 'Con wasted me."

Opt- Orion Pax hugged tighter. He let go eventually, gave Ultra Magnus a soft look, and then turned to walk away from his moment of weakness.

Ultra Magnus did the same, wanting to be sure his big Prime brother couldn't see his face as he went 'Sniff!'.

Applejack and Cheerilee romped into the royal palace gardens. It was the only place large to house all of the Autobots and Decepticons around.

"Applejack!" Twilight greeted. "What's up?"

"Apple Bloom and Big Macintosh are missin'!" Applejack quickly explained. "We can't find them anywhere, and we were hopin' y'all could send out a search party."

Shockwave looked at Onslaught. "Get started on that, will you?"

"W-what? Shockwave, we're a demolition team, not a ...foal-retrival service!"

Shockwave glared.

"Hey...guys." Ultra Magnus said, walking in on it. "What's up?"

"Applejack's siblings are missing!" Twilight exclaimed.

"What!? Autobots, transform and-wait, I have no idea what they look like."

Applejack produced a photograph of her family. Magnus squinted at it.

"Okay! Autobots, roll to the rescue!" Ultra Magnus flicked his hand for his troops to follow and ran out.

Hot Shot and Kup exchanged looks.

"Does Magnus seem...upset about something to you?"

"Fuggeda'boutit, kid. Magnus won't open up to anyone. Lee's go find those siblin's."

So, Kup and Hot Shot followed out after Magnus, aware something was up. The Combaticons rolled out behind them shortly afterwards.

"Omega Supreme had a cargo load of sentry drones aboard him." Magnus informed them. "We can send them out to locate the missing-persons."

Smokescreen drove around plains outside of Apploosa in search of the Changeling Queen. His objective target and his pony partner had traded into the others' position. Now he was looking desperately for Apple Bloom with Big Macintosh riding in his seats.

"Too bad we couldn't take Braeburn with us." Smokescreen noted.

"Eeeyup." Big Macintosh said.

"Do you ever say anything besides 'Eeyup' or 'nope'?"



Smokescreen kept driving for a while.

"You know, you seemed kinda calm that Queenie's got your baby sister. Any reason why?"

Big Macintosh put a on serious face. "Cos Ah will look for mah sis, as long as Ah still have life in me."

"Hmmph!" The Changeling Queen muttered, having stopped to a rest in the middle of Celestia-knows-where. Apple Bloom, entrance, walked around in circles under the Queen's watchful eye.

"All those fools think that the spell Cadence and Shining Armod took care of me and my changelings for good!" She pounded her hoof, still observing the entrance filly. "They were wrong! There is still life in both them and myself!"

Starscream flew over a huge, huge expanse that switched from scorching desert to freezing wasteland. Trixie and the Flim Flam bros followed relunctanly on the ground, having decided they were too far to turn back now.

"So, 'Scream," Gilda said causally, flying alongside him. "What are we doing in such a down place? It's cold here."

"Why, we are here to find the ponies of the past...and bring motion back to their still life."

Big Macintosh:
Ah don't mind my sister being gone

Ah know that don't sound too nice,

But what that Queen don't know is

That I will find her, so long as within there is-

The Queen:
I see those ponies there, living through their strife

They think they've seen the last of the Changelings,

But what they don't know is that, within the Changeling kingdom, there is-

I know that those frozen pony corpses,

Trapped, practically for all time.

Will be far too eager to help our mission to cause blight

Once I restore motion to their-

All Three:

Stiiill liiiiiiiiife!

Vortex flew around...who knows-who cares in search of the dumb ponies Shockwave wanted him to find. What was so important about them anyway? Were they part of some super-old weapon system like the Omega Key/Supreme thing, or what?

He was mildly intrigued when a pony-like thing that wasn't a pony pulled beside him in flight. It was a blackish-sea green with a crest instead of a mane with blue eyes in it's snout head. The more he looked at it, the more Vortex got freaked out. It reminded him waaaay too much of an Insecticon. Which was bad, because Vortex didn't like Insecticons. Who did, really?

"Hey, buddy. I'm sorry if I seem crude, but you can back away a bit? You're freaking me out."

The Changeling responded by hissing. Envopling itself in a green flame, it turned into an exact match of Vortex's vehicle mode.

Vortex got offended. Like, really offended.

"OOOOHHH...you did not just do that, pal!"

"OOOOHHH...you did not just do that, pal!" His doppelganger parroted him.

"Oh, a copycat, huh?" Vortex flew up over his doppelganger and transformed. "Copy THIS!"

Vortex pulled out his sword and stabbed through the rotors and into the cockpit. Wounded, his doppelganger crashed to the ground with him on top of it. He jumped off the fake just before it reverted back it's true form.

Looking at it the disgusting little thing, Vortex bent over and picked it up.

"You know what? I bet Shockwave will want something to do with you." The last sentence was whispered into the bleeding Changeling's ear like a betting pool being started.

Of course, Vortex hadn't accounted for the Princess...


"Okay, okay! Yeesh! Say it, don't spray it."

"Hey! You can't talk to the Princess that way!"

"Everyone- pony, please calm yourselves!" Shockwave walked over to Vortex and snatched up the Changeling. "I will this creature and dispose of it properly while Vortex apologies for his poor conduct to the royalty."

Shockwave left the gardens, leaving Vortex boastful that his hunch had been right. Of course, now he had to apologize to the Princess...ugggh. The Princess was nice, but Vortex wasn't, so apologizing wasn't easy for him to choke through.

Aboard Omega Supreme, Hot Shot was still anxious about what had shaken up his commander. Ultra Magnus was the leader of the Wreckers, so it must have been something bad to have gotten to him.

The ponies had left Omega. They had completed their task; confirm Magnus' condition for Optimus. Though Luna said she and Magnus should get together sometime.

"So...boss?" Hot Shot said. "I know's something's bugging you. What's wrong?"

"It's none of your concern, Hot Shot."

"All right...but you know, if you need someone to talk to..."


Before Kup could call Hot Shot a moron for trying to get sappy with Magnus, or Hot Shot could say something stupid in an effort at humor, a beep came from Omega's controls.

"We got a hit on the big red one! Autobots, roll out!"

Smokescreen had been running around in circles for hours now in search of Apple Bloom. At least, it felt that way, and they had to be far, because Smokescreen could feel the sand turning to snow beneath his tires.

"I'm starting to think we're not gonna find her, Big Red..."

Big Macintosh was solemn. He looked up through Smokescreen's windshield. "Eeh, Ah think yer wrong about that."

Up ahead in the snow was group of Changelings, the Queen visible due to her large size.

"All right!" Smokescreen shouted. "Let's put the pedal to the metal!"

Big Macintosh clung to the seat for dear life as Smokescreen picked up incredibly speed, bent on ramming the Changelings onto his hood.

"Distract them!" The Queen ordered as she levitated Apple Bloom on her back and dashed away.

"Oh come on!" Smokescreen complained. He ejected Big Macintosh out and transformed to robot mode so he could arm his blasters. He aimed for the Queen, but the Changelings he had knocked askew recovered and shapeshifted into him- complete with blaster arm out.

"Uh...oh." Smokescreen noted at the rather bad situation he was in.

One of the Changeling Queen's most noticeably features was her overbearing ego. So of course she didn't think something would stop her from escaping with Apple Bloom yet again since she had already done it once.

Of course something did.

Of course, that something was Tarn's leg.

The Queen looked up at the Decepticon sub-lord's face.

"I warned you were on the list." Tarn growled.

"So!?" The Queen demanded, getting ready for a fight. Her horn lit up with energy, and she blasted Tarn straight in the head with her brainwashing magic at full blast.

Tarn's eyes glowed green...briefly.

"Well, that was a mildly painful experience." Tarn noted. "Remove the filly!"

A gripper claw formed from the member with the 'X' on his face-Tesarus- that extended out and plucked Apple Bloom off the Queen's back. Helex dropped Apple Bloom away from the Queen.

"Just...what are you are going to do me?" The Queen demanded.

"Why..." Tarn held up his fingers, where black blades popped out of them like retractable fingernails. "We're going do to you...what the Decepticon Justice Division does."

"And...what about the filly?"

"She hasn't done anything. In fact, Helex? Take the filly away from her. No need for the young ones to see the Queen's fate."

Lo, Helex, the bulky one at Fluttershy's earlier, took Apple Bloom and marched away while the Decepticon Justice Division did their dirty on the Queen.

The Queen scrambled to her hooves, but a leather whip snapped around her back leg and brought her down. A manipulator claw grabbed her wings, and an electrical coil coiled around her other back leg. Then, just to make the image complete, a metal brace serving as gagged was stuck to her mouth by another maniupulater before she was dragged towards the D.J.D's torturous alt-modes..

"Eeeeh..." Smokescreen and Big Macintosh stood still, a Mexican stand-off, as they were quite clearly outnumbered and outgunned by so many Changelings being Smokescreen.

The Smokescreens started advancing towards the both of them. They backed away, although not really having anywhere to run.

"Can't we talk about this?" the real Smokescreen questioned. His clones pointed their blasters.

Smokescreen whimpered, closed his optics, took in a deep ventilation, and got ready to fight. "HIIIII-Y-"


Ultra Magnus, Kup, and Hot Shot descended down from the sky, transforming as they landed. They all fired shot well-placed shots with weapons ranging from a boomstick, to a 'quad laser' to a huge rifle.

"Hhyup!" Ultra Magnus threw his rifle into the air, and it transformed into the Magnus Hammer.

(Why someone would need to work the ability to transform a hammer that shoots lightning into a rifle is a mystery for the ages.)

Magnus slammed his eponymous hammer into the ground, where dozens of lightning bolts shot from it's head and electrocuted everyone else present- the real Smokescreen and Big Macintosh included.

The Changelings reverted to their true forms and fell to their sides, electrocuted into unconsciousness. Big Macintosh followed.

"...I had things under control." Smokescreen weakly told the Wreckers. Then he fell to his own side with a groan of metal, as knocked out as the rest of them.

"...Whups." Magnus noted.

After a while, Smokescreen and Big Macintosh came to. Ultra Magnus went to help the rookie back onto his feet, while Hot Shot took careful note Macintosh's movements.

"You all right, solider?"

"Yeah..." Smokescreen groaned as Ultra Magnus propped. "I'm fine, siiiirr...Oh holy! You're Ultra Magnus!"

"That is my name, yes."

"A legendary name! Everyone knows who you are. The leader of the Wreckers!"

Smokescreen started having a, for lack of better words, total fanboy freakout.

"I'm interacting with the leader of the Wreckers! With Optimus Prime's brother!"

Ultra Magnus' eye twitched. He struck Smokescreen upside the head.

"OW! What was that for!?"

Ultra Magnus answered by turning away and walking off in a huff.

"What's got him all riled up?"

Hot Shot put a hand on Smokescreen's shoulder. "Don't take it personally, kid. Something's been bugging him since we came outta Canterlot."


"We still need to find Apple Bloom." Ultra Magnus said "Kup, you take Big Macintosh back to his family while Hot Shot, I and this dingbat look for her."

"Roger." Kup saluted. He approached Big Macintosh to take him into his car seat, but the large and powerful Earth pony bucked his hand away.

"Ah ain't goin' nowhere 'til Ah knows where mah little sis is." Big Macintosh told them.

"Family...um, colt, I guess? I can respect that." Hot Shot noted.

"Big Macintosh! Big Macintosh!"

Everyone looked to the side. Apple Bloom was running fast towards them.

"Apple Bloom!" Big Macintosh exclaimed in a rare show of emotion. He dashed towards his sister and glomped her. "How'd y'all git away from the Queen?"

"Ah don't know...Ah had her spell on me, and when Ah came outta it, Ah was bein' carried by a Decepticon! He just dumped me in the snow and told me to go on mah way."

"That doesn't seem very...Deception-ish." Smokescreen said, facing Ultra Magnus. "You think we should be concerned, sir?"

"It doesn't matter." Big Macintosh said. "What matters is we got Apple Bloom back, safe and sound."

"Yeah..." Magnus said quietly. "Autobots, return to Canterlot for drop-off of recovering missing persons."

Ultra Magnus transformed and drove off slowly, leading Smokescreen and Hot Shot to wonder what was still gnawing at him. In truth, seeing Big Macintosh and Apple Bloom- seeing siblings reunited- had shook Magnus, emotional exposed after the event with Orion earlier today...

Starscream and his entourage made their way through the snowy wasteland, so far away from their foothold in Apploosa.

Trixie grunted when her wagon suddenly hit something in the road. "Hey! Who is so insolent that they would stand in the way of Trixie's wag-AAAH!"

Trixie screamed at what she saw. The remnants of the Queen after the Division was done with her.

(Let that sink in for a moment...)

"What's causing the slow-down?" Starscream demanded, transforming and landing. Trixie whimpered and pointed at the Queen's corpse.

Starscream's optics widened. Even he was used to multualtion quite on this...level. It couldn't be called that, even. The level it was on was so high it broke the level meter. But Starscream adjusted to it and 'hmm'ed.

"What is this creature, exactly?"

"It's a Changeling." Trixie managed to stutter out between breaths. "It feeds off ponies' love for each other."

"Hm. Interesting. And the horn..?"

"It works the same as -a unicorn horn, as far I know."

"Hmm. Ah!"

Starscream got an idea. An awful idea. An awful, wonderous idea.

He rasied his claws, bent himself, and slashed at the Queen's head. Starscream rose back up to full height, a severed Changeling Queen horn in his graps. His chest panel and the Mini-Con that had been acting as such moved and transformed until his Spark was visible.

Starscream, without fear or caution, rammed the horn straight up into his Spark, right next to the Dark Energon ocupying the nearby space.

"Hhhhoh!" Starscream moaned as the power began filling into him. "Yes!"

His optics flashed a brillant green.

Back at Ponyville, Rainbow Dash was flying about. She had decided she wanted to share with her lover's chocolates with Fluttershy, so as to devalue their sentiment.

Of course, she wasn't ready to see Fluttershy's utterly shredded lady-bug mode sparking on the ramp that led to Fluttershy's cottage door.

"Fl...Fluttershy?" Dash stammered, landing gently in front of her.

"Oh!" Fluttershy exclaimed, still ticking. The torn-apart ladybug pulled itself together...loosely, and transformed into a very Energon-covered Fluttershy, with the fuel dripping down her cheeks. "Are they gone?"

"Is who gone?"

Fluttershy did a double-take. "Oh, okay. They're gone. Oh, Rainbow Dash! It was awful! There were these very big scary Decepticons that wanted to murder me for me feigning loyalty to Megatron! I managed to trick them by converting into my beast mode and lowering my signals down, but it was nerve-wracking!"

"Hey, hey." Dash said, rushing to her friend's side. "It's okay. They're gone now. Here, I came by to share with you these chocolates."

Rainbow Dash presented the heart-shaped box on her tail.

"Oh, Rainbow Dash!" Fluttershy exclaimed, blushing. "You shouldn't have..."

"Indeed you shouldn't!"

Both pegasi weren't expecting a pony in a haz-mat suit to gallop towards them.

"We've receved information from a baby dragon that suggests that box is part of a group that contain spiked chocolates with spores of unknown origin inside them. Please, allow me to take it for testing."

"Oh. Of...course, officer."

Rainbow Dash surrended the corrupted chocolates without a fight.

Rarity was sewing together another dress for another client when she heard a knock on the door.

"Coooming!" she said in sing-song. "Don't touch that dress, Sweetie Belle." she added to her little sister as she went to answer the door. She was really not expecting who she saw on the other see.

"Miko! Rafael! What are you doing here on Equestria!?"

"Well," Miko drawled, "You remember when I said if you didn't come to visit, I'd kill you?"

Rarity frowned."Oh, please! My sister is here!"

Miko patted Rarity's chest. "I'm joking! Eesh, Rarity, lighten up. Me and the bots all figured it would be easier for us to visit you. You know, since WE are the ones with the Space Bridge and all."

"And Rafael?" Rarity questioned, turning to look at him.

Raf scraped his foot nervously. "I missed you."

"Oooh!" Rarity cooed at Raf's adorability.

"Rarity?" Sweetie questioned. "Who's there- what are those?"

"Oh, Sweetie Bell!" Rarity exclaimed. She motioned for Miko and Raf to step inside. "These are friends of mine, Miko and Rafael. Miko, Rafael, meet my darling sister, Sweetie Belle."



"Hi!" Sweetie Belle raised an eyebrow. "They look kinda weird."

"Of course they look weird. They're ailens."


Rarity shook her head. "Never mind. Rafael, why don't you familiarize yourself with Sweetie while Miko and I talk Wrecker talk?"

It was Raf's turn to raise an eyebrow. Exactly what could Rarity have found on Equestria that would be any interest to any Wrecker? Despite this, he approached Sweetie Bell. Sweetie being an equine creature, she was still intimadatingly larger then him 'spite her young age. She was actually more intimadating than her fully-grown sister, in a way, being closer to his size.

"You're...kinda cute." Raf muttered in an attempt at conversation. Sweetie stared blankly, getting to the point that Raf was about to ask if she was okay.

"You think I'm cute?"

"Well, yeah. I think Rarity is pretty, too. I guess it just runs in your family."

"Say, Miko?" Rarity questioned. "Did anypony else come to Equestria with you?"

"Well, now that you mentions it, there was one guy..."

Back in Canterlot, Twilight and Shining were enjoying a leisurely stroll along one of its many bridges.

"I'm so glad you embraced being a Terropony when you did." Twilight expressed. "If you had kept on, the Dark Energon would've started trying to reject you instead."

"Yeah." Shining murmured. "Just beacause I accepted it doesn't mean I have to like it."

Twilight made a disappointed noise. "Oh, well. I guess you just don't feel it the same way I do."

"You actually...feel it, Twiley?"




Shining pointed to the other end of the bridge. "What's that?"

Twilight looked.

Standing at the other end of the bridge, with his hands in his pockets and uncertainty all over his cheeks, was one Cody Burns.

Twilight's eye twitched. She whipped around and lashed at her brother. "Shining, that is a disgusting creature, and I would appreciate it if you had your guards remove him with as much unnessecary force as possible!"

Twilight turned around and stomped off.

"Whoa." Shining whistled. He turned back to Cody. "What did you do to her, kid?"

Cody signed. "I made her like me without meaning to."

"Oooh!" Shining winced, understanding Cody's plight. "That's rough, buddy. Why don't you try to talk to her?"

Cody raised an eyebrow. "Did you not notice what just happened?"

"Right, right...um. You know what?" Shining thwacked Cody on the back with his hoof towards Twilight's direction. "Just try, okay?"

Cody nodded. "Twilight!" he shouted, running towards the start of the bridge.

Twilight was still by the bridge's lip, but she made no effort to let Cody know she heard him.

"Twilight!" Cody said. "I talked to the Autobots."

"That's nice." Twilight hissed.

"I figured out something. That ambush you thought I led you into? That was sort of the last straw for you, wasn't it? Sure, you had some bad experiences with humans before that, but...it was me betraying you that made you think all humans are bad, wasn't it?"

Twilight turned her neck around to look at him. "You're awfully analynical for one so young."

"I get lucky sometimes. But you need to know: That ambush was Kade's idea, not mine."

Twilight glared. "Do you expect that knowing that will just make me forgive you?"

Cody signed and hung his head. "I don't. But I was hoping..."

Cody turned around and walked towards the end of the bridge Shining was on.



Cody felt himself forcefully jerked back by the hood of his jacket, and he was pressed into Twilight's chest, her Unicronian wing wrapped around him like a comforting hand. Twilight nuzzled his head.

"Why can't I quit you?" Twilight sharply demanded of him.

"Uh, I have no idea what that means."

Starscream and his entourage stood by a cliff. A very particular cliff. The cliff Starscream had been looking for. The cliff where stood the still-standing ruins of the unicorns' castle before the founding of Equestria.

"Why is this place so special, Lord Starscream?" Flam questioned.

"Because, Flam." Starscream answered. The Seeker was looking at the view offered by the cliff, where abandoned hoods and other cloths were lying, untouched by time since the day they were tossed aside by captured Earth ponies. "A pony told me of how ponies who lived here lived in constant hate and disharmony...and where there's hate, there's war. Where there's war, there's death."

Starscream levitated his Dark Energon cluster off Trixie's wagon using the Changeling magic he absorbed. He had mastered it quickly, thanks to Dark Energon's tendency to leech and draw power from nearby sources to better it's own purposes.

Starscream levitated the chunk high, high into the sky and let it drop to the vast snowy field below. Falling from such a height, the Dark Energon had more than enough momentum to plow straight through the ground and sink itself deep inside the frosted earth.

The Dark Energon's influence spread as fast as Dark Energon influence spread. Which was pretty damn fast.

Cracks in the earth spread from the impact, lighting up in the same starry glow as the Dark Energon infested Earth and Cybertron.

Black hooves punched their way out of the ground. Followed by the rest of the ponies' bodies, painted over in black not only from age, but also from the Dark Energon now moving their corperal forms that lost their souls more than a thousand years ago. The window of oppurtuniy for their limbo as explined by Twilight having long passed. Unicorns, pegasi, and Earth ponies alike burst out of the ground, Dark Energon aglow in their veins.

They quickly started attacking each other, their hatred for the ponies who were not of their own sub-race undampered by time or Dark Energon.

"What are you doing!?" Starscream demanded. "I resurrected you, not so you could fight each other, but so you could serve me and overthrow Princess Celestia!"

All of the unicorns on Starscream's gang eyes widened. They had no idea Starscream's plans reached that far up the power structure.

Starscream's optic twitched as his brillant plan was undone before it had began.

"I...am Lord Starscream, Emperor...of Destruction. And you...will...OBEEEEEEEEEEY MEEEEEEEE!"

Starscream's insignia began glowing violently (-no, that's not a typo.) and shot three beams of light into the sky. A ring of purple Dark Energon fire burst out from his feet that washed over everything in range- the undead ponies below, Trixie, Flim and Flam and the Super Speedy Cider Squeezy 3000. In particular, the wave spread Dark Energon through the last four parties, giving them advanced levels of corruption in a matter of seconds.

Still, it wasn't enough to equalize them with Twilight. Twilight had Unicron himself inside her head.

But that aside, the ring was such an impressive display of power that the Terrorponies below were brought to heel.

"Hahahahahaa! YES!" Starsceam boasted, pumping his fist into the air. "Now this- THIS is a TRUE armada worthy of being my army!"

Starscream's gloating was cut short by the sound of wailing.

"Will you knock off that infernal wailing!?" Starscream demanded his lieutenants.

"It-it's not us, Lord Starscream!" Flam tried to reassured him.

Starscream put his claws on his hips. "Then who...is it!?"

Flam pointed upwards. Starscream directed his gaze such.

Up in the sky, forming snowstorm clouds all around, were wailing, howling ghostly things. They looked more like Earth(ling) horses then ponies, with longer snouts and thicker chests. But where there should've been calves, was instead ghostly tails.

"What are those!?"

"Windigoes!" Trixie exclaimed.

Twilight and Shining Armor brought Cody to meet up with Optimus. Shining decided to interact with them both in the most naturally way possible.

"Shining!" Twilight whined. "Do you have to show Optimus and Cody all this pictures from my foalhood?"

"As your big brother, it's my job to show all your friends embarassing pictures from your foalhood!"

Before Twilight could protest further, her's and Shining's horns suddenly lit up brightly and they both fell to their sides. Cadence and Cody rushed to their aid as they started making moans that a boy Cody's age should probably not be around to hear.

"Twilight..." Shining said once their fit had stopped. "What was that!?"

"That," Twilight answered. "was Dark Energon. And a lot of it..."

A Cybertronian terminal computer was not, in of itself, complex. To Cybertronian standards, at least. It was a simple machine, meant for carrying date from one port the next and not much more than that.

Which is what made it so perfect for testing Shockwave's theory.

All around in the mad scienetest's lab, Changelings had been stuck to the walls, their limbs bound together and some twisted cables made by Shockwave's dark sciene attached to their horns.

"Unplug the terminal." Shock ordered the Decepticons. Blackout stepped forward and yanked the plug carrying power to the computer, causing the machine to shut off.

"Activating macheriny...this is Changeling-power test in three, two, one..."

Shockwave threw a lever.

The Changelings hissed and shrieked in pain as the cables began to forcefully harvest their magic from their horns from them. Green energies were carried along from the cables to the terminal, bringing it back on-line, but it's on-screen display was Changeling green rather than Decepticon purple.

"Sucess!" Shockwave exclaimed. "Success!"

"Now what do we do?" Barricade questioned.

"Now...we go full-scale. Return to Equestria! Find me more Changelings! By the THOUSANDS! Then...we put our names down in history as the engineers of Cybertron's salvation! ...Well, I will. You're not engineers."

It didn't take long for Shockwave's demands of Changelings by the thousands to be met. The Decepticons quickly pinpointed the dead forest where most the Changelings were sent after their failed attack on Canterlot.

Thanks to Bruticus, of course. Oh, the Changelings tried to replicate him, certainly, but they only mimiked his body and size: They couldn't replicated the broken merging of individual minds that was what truly formed Bruticus' unstoppable rage.

So, Decepticons, Vehicons, Insecticons, were all invited to see the set-up Shockwave had made at one of Cybertron's once-grand outdoor stadiums. Panels and panels and panels, painted green to match, suspsened in mid-air via posts, all with bound and gagged Changelings writhing in fruitless bids for freedom.

Shockwave began to deliver a speech.

"Decepticons!" Shockwave shouted from the podium. "Long ago, when great Megatron began the Decepticon crusade, he used Dark Energon in his quest. As a result, our beloved home of Cybertron...was extigused. Some have argued Megatron was saving Cybertron. That it was our war with the Autobots that destroyed. But rest assured, my fellows! After we pull these switch, you can play the blame game all you wish, as it won't matter anymore! For Cybertron shall LIVE-AGAIN!"

Shockwave, Blackout, Barricade, and the Combaticons all grabbed levers.

"Before we throw this switches and begin our home's restoration, are there any who object to the idea of using these creatures?"

The crowed chorused approval of Shockwave's scheme- or disregard for the fleshy Changeling organics' fate.


Shockwave and his inner circle pulled down the levers.

The crackling sounds made as the Changelings' magic was forcefully drained out of them were audible from space. Or would, if sound traveled in space. The flashing light was nearly visible from the same distance as well.

The Changeling magic traveled along pipes that the Decepticons had set up to reach down all the way into the Core of Cybertron, where Dark Energon was just waiting to be purged.

The Changeling magic had actually quite a positive effect on the inner workings of the planet itself as it traveled down. It was, in a sense, a kindred spirit as both Changelings and Cybertronians were shape-shifters (though of different varietes.)

The Core, once the magic had reached all the down, began to glow green as Changeling after Changeling was sacrifcied to the machine. Now given power, the Core reactived and purged itself of Dark Energon with some well-applied blasts of magic.

What was supposed to have taken millions of years was being done in less than hours.

The Core sent it's new magic throughout it's veins- the very veins of Cybertron itself. In minutes, the planet was glowing green. Broken machinery began to work and repair itself. Buildings transformed themselves into a operational- or at least more appealing- state.

The Core let out a pulse, sending an encoded message directly into the brains of Cybertronians across the solar system-systems, no matter how far away, with the one simple message.

"Come home."

And if one were to pass by in a starship, they could see as Cybertron's surface was lit up again- not with Energon, but with Changeling magic.

A little deeper in at an abandoned alleyway... the Old One, the Autobot-alinged near-god, very much alive Alpha Trion...was mortified.

"Shockwave, what have you done!?"

The Wreckers, plus Smokescreen and the Apple siblings, were almost out of the snow and back into the desert.

"Heey..." Apple Bloom said. "What's that in your rearview mirror, Smokescreen?"

"That? That's a..." Smokescreen's rearview mirror adjusted. It was showing three beams of purple shooting off into the sky. "I don't know what that is."

"Hmm." Ultra Magnus swerved around to examine the pillars.

"Should we investigate?" Smokescreen asked.


"Oh. Okay."

In an example of cartoon physics, Ultra Magnus reached over with his front wheel and slapped Smokescreen's hood.

"I was being sarcastic, you moron. Of course we're going to investigate it!"

Kup opened his door and ejected Big Macintosh.

"You, however, will be taking Big Macintosh and Apple Bloom back to Canterlot." Ultra Magnus amended. "Applejack needs to know her family is safe."


Ultra Magnus rammed into Smokescreen, throwing the smaller race car about.

"That's an order." Magnus growled coldly. "You get those ponies back home, or I will salg you myself!"

"Whoooa..." Smokescreen gaped as he watched the rearview of Magnus' trailer disappear. "What crawled his tailpipe and died?"

"Sumthun' went on with his brother." Big Macintosh concluded.

"How do you know that?"

"We're all ponies deep down." Mac said like an old man. "An' Ah can tell when a pony is havin' trouble wit' his brother."

"Mm." Apple Bloom grunted at her brother's wisdom. "Say, wut do y'all think those purple rays were, anyhoo?"

"Who knows? Ultra Magnus will take care of it." Smokescreen said.

They kept on in silence for awhile, the only sound being the hum of Smokescreen's engine and the ocanisonal gust of wind.

"Darn it, Apple Bloom! Now you've made me all curious!"

Smokescreen swerved around.

At the snowy ground leading to the old castle of the unicorns, the Wreckers pulled up. They were greeted by the sight of absolutely nothing except a big old castle atop the plateau.

"There's nothing here!" Hot Shot complained. "We drove out all this way for nothing!"

"All right, Autobots..." Ultra Magnus said. "Let's head back- wait, what's that noise?"

Up on the plateua, the castle's gate fell down. Its chains should've rusted and broke already, after not having been used for so long...


Starscream's Terrorpony horde came stampeding out. The Flim Flam Brothers' cider machine led the charge, followed by Trixie's wagon and Gilda overhead. Starscream had taken them inside to organize his army before he marched on to Canterlot. The Seeker himself flew out slightly behind Gilda.

"So...what should we do here? I mean, what's going on?" Hot Shot questioned. For all the Wreckers knew, this was just some sort of werid pony holiday where everypony dressed up in black paint.

"Hey!" Trixie shouted, pointing. "What're those!?"

"Those look like...Autobots!" Starscream realized.

"Which are..?"

"Our enemies. DESTROY THEM!"

Starscream fired a rocket down a them, making it clear to them this wasn't a holiday of any sort.

"Autobots, ROLL FOR THE WRECKAGE!" Magnus commander. The Wreckers transformed and primed thier huge freaking cannons.

Starscream exclaimed at the sight of Ultra Magnus. His fear was so bad that his jet mode shook unsteadily.

"Lord Starscream?" Flim questioned. "What's wrong?"

"Those aren't just any Autobots! Ultra Magnus is there!"

"Is that bad?"

"Oh, yes."

Flim and Flam jumped off their machine and joined in the stampede on hoof.

The Super Speedy Cider Sqeezey 3000 rolled ahead of the stampede and jumped, transforming in mid-air as it do. A side effect of its being infected by Dark Energon. It's robot mode was built like a steampunk pony android, with bronze gears visible in it's legs and a pair of Bumblebee-style optics in its head. It's over-all size was about enough to reach an Autobot chest with it's head.

It charged straight at the Wreckers.

Hot Shot cocked his quad laser thing. "I've got him." the blue car charged right back at him and pounded the atrocity in it's chest.

Ultra Magnus jumped, clearing an huge patch of land with a single bound and slammed his Magnus Hammer into the ground. The typical, expected lighting-shockwave flared out and electrocuted some of the front infantry of the Terropony horde.

"Nhhaa!" Starscream growled. He transformed and landed in front of Ultra Magnus.


"The one and only!"

"What happened to you?" Ultra Magnus questioned.

Starscream's robot had taken some sort of turn for the worse. His hunch was more prominent, his eyes were glowing light blue, and ice was coating the edges of his wings.

"Oh, well...when I brought back my little ponies here, these creatures called Windigoes came around to start feeding on their hatred. They were so grateful to me for restoring their food supply they gave me some of their magic!"

For an example, Starscream held his claw and literally blew Magnus away with a powerful gust of cold wind.

"Pftf," Magnus scoffed as he got back up. "I have a hammer that shoots lightning. You're gonna have to pull out something pretty to impress me, Starscream."

Ultra Magnus launched his arm-rocket at Starscream, who held out his other claw and grabbed the rocket in a green glow.

"Pretty enough for you?"

Starscream threw the rocket back towards Magnus, but the Wrecker was quick on the draw and fired his cannon before his own projectile could reach him.

Smokescreen pulled up around the rim of the battlefield, staying out of sight before Magnus caught him and lived up to his promise.

"Wut's going on!?" Apple Bloom exclaimed.

"It looks like a bunch of pony zombies and...Starscream (!) are fighting the Wreckers?"

"Who's that?"

"One of the meanest Decepticons ever. I heard all sorts of stories about the stilletoed-toed creep back on Cybertron."

"We should do sumthun'!" Apple Bloom exclaimed.

"Are you kidding? It's your fault I even came here in the first place! If Ultra Magnus finds out I'm here instead of-"

"Well, what have we here!?"

Trixe, Flim and Flam all encircled around Smokescreen.

"Looks like another Autobot."

"What's he doing out here by himself?"

"Ah'll handle this." Big Macintosh told Apple Bloom. The red stallion exited the door and stared Trixie down. Flim and Flam narrowed thier eyes, recognizing him.

"Well, well, well! This farmer pony thinks he can defeat us, don't you?" Trixie taunted him.



Trixie, Flim and Flam all fired purple beams at Big Macintosh, who ducked. The beams exchanged paths in a triangle and knocked Trixe, Flim and Flam all onto their sides. Apple Bloom and Smokescreen gave Big Macintosh compliments on his excellent takedown.

Things weren't going so well on Magnus' end. Starscream throwing back everything Magnus threw at him.

"Well, this has been fun, but I really must make sure my army is properly led." Starscream said. He snapped his claws, and one of the worst things imaginable landed in front of Ultra Magnus.

A Princess Terrorpony. Odd, as they were no known Princess during the time of most the ponies that Starscream resurrected. It was, in fact, a little taller than Celestia, its wings were like fins, and it's mane an aurora borealis. Red mist was coming out of its muzzle, and its royal regalia was rusted over. The result made the jewerly look copper, refusing to look any less impressive from it's age.

"That doesn't scare me." Magnus growled. He fired his reloaded rocket at the beast. The Terrorpony Princess responded by blowing apart the missle in mid-air.

"I grow tired of this." Starscream rasped. He flexed his claw, bringing aglow with Changeling energy. "You know, I'm told Changeling magic has the capacity...to brainwash."

Ultra Magnus laughed. "Ha! I don't care how many different magics you have. You're not controlling me, Starscream!"

"We'll see about that."

Starscream fired a beam that hit Magnus square in the head.

"Oh, scrap!" Smokescreen swore, observing. "If Starscream brainwashes Ultra Magnus, we're all going to the scrapheap!"

Magnus' optics flashed green, rolled around, then stopped. He groaned and rubbed his head sorely. "I'll admit, 'Scream...that hurt."

"Hurt?" Starscream questioned. "It's not supposed to hurt, it's supposed to brainwash you!"

Starscream fired another blast, with the same result. Ultra Magnus groaned again. Starscream kept blasting until Magnus fell to his knees, dropping his Hammer with a loud thunk. Refusing to go down so easily, Magnus shakily aimed his rocket at Starscream again and fired, but his unsteadiness cause the rocket's trajectory to fly right over Starscream's shoulder.

"I just took down Ultra Magnus." Starscream realized with a growing smile on his face. "I JUST TOOK DOWN ULTRA MAGNUS!"

"So?" Gilda questioned.


"MAGNUS!" Kup shouted. He blasted apart one more group of Terrorpony infantry and ran for Magnus' aid, but the Princess blockaded him and blasted him

down. Hot Shot wasn't doing much better against the Super Speedy Cider Sqeezy 3000, either.

"Oh...not good." Smokescreen whimpered.

"Smokescreen, ya gotta do sumthun'!" Apple Bloom begged.

"No! I was okay with staying while Magnus didn't see me, but when he sees that I disobeyed a direct order for himself, he'll"

"Smokescreen." Big Macintosh interrupted. "Ah think y'all should try."

"Try what, exactly!? Did you not just see that 'Con take down one of the greatest Autobots of all time!?"

Big Macintosh pointed. "That hammer seems mighty powerful on its ownsome."

"What!? No. No way. That's the Magnus Hammer! That's a holy relic of Optimus and Magnus' family line! I can't use it."

"Ya gotta try!" Apple Bloom begged, making her eyes as pleading as possible.

"...Oh." Smokescreen folded against Bloom's eyes. "Stupid pony optics." he ejected Apple Bloom out his door and transformed. "But you both stay here."

The two nodded.

Smokescreen made a mad break for the Hammer, passing Hot Shot along the way.

"Hey!" Hot Shot scolded. "Magnus told you-"

"I know what Magnus told me!" Smokescreen cut him. "I'm trying to save the day!"

Thankfully for Smokescreen, Starscream had turned away from Magnus and was walking up the cliffside back towards the castle. Smokescreen dropped and slid towards the Hammer, which was extremely heavy.

Smokescreen facepalmed. "Of course it's heavy. Why wouldn't it be?"

Smokescreen noticed a small handle built into the side of the Hammer. Grabbing it, Smokescreen found the Hammer much easier to lift.

"Oh...this way keeps the weight of the Hammer more like this, so weaker Autobots can lift it!" Smokescreen exclaimed, awed at the hammer's simple, yet effective design. Smokescreen steadied the Hammer in his grasp and looked at Starscream, whose back was turned.

Apple Bloom could just hear the opening cords of Stan Bush's "The Touch" going off. ("Wut's that noise?")

Smokescreen grinned, raised the hammer over his head, and charged.

"Hammer, meet nail!"

"Wha?" Starscream questioned, turning around.

Smokescreen smacked him straight in the chest, causing the Mini-Con Starscream had used to repair his chest to come flying off and for the the scythe to drop out of Starscream's storage.

Smokescreen, feeling a rush coming on, used his energy to twirl the Hammer around and around before tossing it at the Terrorpony Princess. The Hammer lit up blue with energy as it pinned the Princess to the ground beneath its massive head. The Princess shrieked as the Hammer activated, pumping jolts of lightnging into her. The Hammer charged up power, then released a huge lightning-shockwave that blew apart all the pony-zombies around, ending their threat.

Perched on the castle terraces, the Windigoes saw the lighting surge coming toward them and decided to practice the better part of valour and cut thier losses by getting the scrap outta here.

"Uh..." Kup groaned as he limped towards Smokescreen with his hand on his shoulder. "Ya may have disobeyed a direct order, kid, but ya did good.

"YEAH!" Hot Shot cheered. "That was AWESOME!"

Ultra Magnus came to, still rubbing his head sorely. He looked around and notice a distinct lack of undead pony hordes.

"W-what happened?"

Trixie, Flim, Flam and Gilda all regrouped and attempted to follow the Windigoes example, but metal blue foot barred thier way.

"Where do you think you're going?" Hot Shot questioned. "You're under arrest!"

"Ah!" Flam said. "You can't arrest us! You Autobots have no authority on Equestria!"

"Actaully, we do. Our leader, Optimus Prime, has been engaging in several friendly chats with Celestia. I'm sure they'll understand."

Realizing that there was no way the four of them were going to get away from this without any punishment, their jaws did a collective drop in horror as they imagined what terrible fates awaited them.

The Wreckers, plus Smokescreen, all gathered their bearings and returned to Canterlot, eager to share their tale.

"Apple Bloom! Big Mac!" Applejack exclaimed at the sight of her siblings. She was so happy to embrace them again she forgot to lecture Apple Bloom for runnin' off like that.

"Sounds as though you had quite the adventure." Celestia said to Smokescreen.

"Yeah." Smokescreen said, patting himself on the back. "But I couldn't have done without Apple Bloom."

Apple Bloom smiled at Smokescreen, then turned to her siblings to plead. "Oh, Big Mac! Applejack! Can Ah keep 'im?"

Big Macintosh, having no experience with this sort of thing, turned to Applejack.

"Ah don't know, Apple Bloom. Owning an Autobot is a big responsiblity..."

"Oh, please? I'll feed him and water him and wash him every day!"

"Hey, hey!" Smokescreen objected. "I'm not your pet!" Smokescreen's attention was drawn away from Apple Bloom by the sound of metal footsteps. Turning around, the new recruit gasped at what he saw.

"Smokescreen." Optimus addressed him. Prime's optics drifted towards Smokescreen's shoulder. "I see you received your training from the Autobot Elite Guard."

"Yes, sir!" Smokescreen saluted. "Though by the time I got there, place wasn't much more than a boot camp."

"Mm. Regardless, I have heard your tale of how you faced Starscream's horde of mindless Terrorponies. Congratulations are to be in order."

Smokescreen took in a deep breath, signed, and saluted. "Thank you, sir." Smokescreen turned away to gush. "Saving the world and meeting Ultra Magnus AND Optimus Prime!? Could this day get any better!?"

"Smokescreen! Smokescreen!" Scootaloo and Sweetie Belle came galloping towards him with something covered in a tarp. "We heard all about it from Apple Bloom, and we start making this as soon we could!"

Smokescreen crouched down and lifted the tarp off. He put his hand to his mouth, overcome with emotion.

The 'something' was a stained glass window, depicting Smokescreen kneeling with the Magnus Hammer in his hands, Starscream and the Terrorponies blown back by a ring of light.

"Where's MY window?" Magnus grumbled. "I mean, it was MY hammer, after all..."

Optimus put his hand on his brother's shoulder. "I am certain that Sweetie Belle and Scootaloo would be happy to make a window showing how Starscream used Changeling magic to defeat you."

Ultra Magnus puckeedr his lips and blushed Energon. "Ehh...windows are overrated, anyway."

Twilight sneaked in under the laughter gave Cody a smooch on the cheek.

"Twiley!" Shining exclaimed at the inter-special affection.

"It was the Dark Energon!"

"Maybe." Cody admited. He pointed his finger at Twilight. "But you WANTED to do that, didn't you!?"

"Oh...I...just remembered I have somewhere to be! See you later, B.B.B.F.F!" Twilight ran off.

"B.B.B.F.F?" Magnus questioned.

"Big Brother Best Friend Forever." Applejack explained.

Magnus leered at Optimus. "Hey, how come I don't have a fancy title like that?"

Optimus stared, smiled nervously, patted Magnus on the back, and turned to walk away.

"What? Am I just not good enough to be a L.B.B.F.F. or- or a Y.B.B.F.F? Optimus? Optimus...? OPTIMUS, I'M TALKING TO YOU!"

Ultra Magnus stomped after Optmus with his fists in the air, prompting everypony else to laugh. Hot sShot seemed relived Magnus was back to his old self.

No one really noticed as the Decepticon Justice Division's ship leaving the atmosphere in the sky over the distance...

Beneath Canterlot...in the mines Twilight's friends had found the Ultra-Energon...

"Uhh..." Starscream weakly groaned as he re-awoke. "Ah! Wha...?" Starscream noticed that he was stuck to a wall with Cybertronian energy restraints. Surrounding him were various tools of scientific nature clearly meant for dissecting.

"Hello, Starscream!" Twilight greeted. "Thanks for bringing me my Dark Energon all the way from Earth. You must have been traveling for days!"

"Eh, you're welcome?

"Eh...what's that camera for?"

"Oh, yes..." Twilight cooed. "There was this Decepticon...I think his name was..Yarn? Anyways, he was trying to kill Big Macintosh, but I tried to bargain with him, and wouldn't you know it, he just so happens to really, really hate you! So, I'll be recording this for his amusement.'

"You're not, eehe..." Starscream chuckled nervously. "Still upset about my lying to you and your friends, are you Twilight?"

"Oh no!" Twilight mockingly assured him. "You just made my fight a war against my closet friends is all. How could I-possibly-be-upset-about-that!?" Twilight pounded the instruments into Starscream, punctuating her every word. "Oh, I should mention, we're going to dissect you so Celestia's School for Gifted Unicorns as Decepticon biology on hoof to study! We regret to inform you that you are unlikely to survive the process, and thank you in advance for sacrifice."

The tools began drilling into Starscream, causing him to scream.


After taking a moment to adjust to the pain, Starscream resigned himself to his fate and sighed.

"I just can't win, can I?"

"Mm." Twilight said. "No, not really."

The End!

Author's Notes for "Defiance"

I was going to have a really awsome fight scene where Starscream used the scythe against Magnus' hammer, but it didn't make into the final draft. Oh yeah, said scytche and the Mini-Con Starscream uses to patch his chest are Hades and Balo, respectively.

I was also going to write a song, but then I cut it out, but then I put it back because that would be cutting a song out a MLP/TF fic, and you just don't DO that! That said, the song is kinda truncaited, but I wanted to get the stress of releasing this chapter off my mind.

I was kinda half-tempted to make this whole thing another 'Bonus Story', but waaaay back in Act 1 I said Starscream was going to have a "spectacular performance: in Act III, so I put it here. That line was referring to this! The Reign of Starscream! Which I had been planning since half-way through Act II! Changed slightly from planning stages to execution as new episodes were aired!

The real intended 'focus' of the story was really supposed to be Starscream pulling off a master plan the way he did in Marvel Comic's "Dark Star!" storyline, as well as focusing on other "non-primary" characters like Big Macintosh and Ultra Magnus.