This is an attempt for my first crossover and I think it turned out pretty well. For any Bronys out there first off I love MLP:FIM this was just an idea I had to submit. So no hate mail please. By the way if anyone likes this story I might be persuaded to keep going with it.

I do not own 'My Little Pony' or 'Transformers' it's all Hasbro. Death Battle is owned by Screwattack


It was an average day in Ponyville. The sun was out as usual basking the land with its beautiful glow, there wasn't a single cloud in the sky. Ponies of all shapes, sizes, and colors were participating in their daily rituals. All had smiles on their faces, all just happy to be alive. One pony seemed to be more chipper than usual.

Twilight Sparkle, the proud student of one of the rulers of Equestria, Princess Celestia. She was taking a morning stroll trough Ponyville checking to see if everything is in order, a habit of her's really. At first it was a response to all the previous chaos that would usually occur in Ponyville, she wanted to make sure nothing is odd or out of place. But after a while it turned into a fun activity and a chance to say hi to her friends.

Twilight stopped in front of the familiar Carousel Boutique home to Ponyville's most talented dress designer and long time friend, Rarity. Twilight knocked and waited patiently. As the door opened she was greeted by the beautiful mare with a smile.

"Twilight! Darling! What brings you here this lovely morning?" Rarity asked gesturing for Twilight to come in.

"You know, taking my morning stroll and I wanted to see how you were doing," Twilight said entering the Boutique.

"Oh marvelous! I just finished designing a dress for a top model who came all the way from Canterlot for me!" Rarity said excited.

"Rarity that's great!" Twilight said happy for her friend.

"Would you like to see it?" Rarity asked.


As the two headed up stairs to Rarity's office there was the sound of an explosion outside which quickly shook the Boutique. The sudden quake caused the mares to fall to the ground.

"What was that?" Rarity asked picking herself back up.

"I don't know. Let's investigate." Twilight said exiting the Boutique.

Both Twilight and Rarity gasped at the sight, Twilight's library had a gaping hole in it much of it was set aflame. Many Pegasus were gathering clouds and attempting to douse the flames.

"Spike!" Twilight gasped.

She galloped to her ruined house just as the door opened revealing a purple baby dragon covered in ash.

"Spike I'm so glad you're okay!" Twilight said scared that she almost lost her lifelong friend.

"Don't worry Twi I'm fi-" but before Spike could finish he was tackled by Rarity.

"Oh my little Spikey wikey you're okay! I thought you were hurt or worse!" Rarity cried giving Spike a crushing bear hug.

"Rarity I'm fine, really," Spike said blushing from the embrace.

As Rarity was tearing up Twilight was busy inspecting her house wondering what could have done this. As she contemplated this she saw an odd object in the sky, if she didn't know any better she would think that it was a metal bird. It was a sleek aerodynamic aircraft of unknown origin with small wings jutting out towards the back. It was mainly black with green streaks along the back of the craft which Twilight assumed was what was keeping it airborne. Twilight saw strange round objects attached to the bottom of the craft, she assumed that's what the craft used to damage her house. But what really unnerved her was a mouth and a pair of eyes were painted on the cone of the craft. The mouth had white sharp teeth and it was formed in a malicious grin, the eyes were sharp and glared daggers at whoever gazed into them.

Twilight looked around and saw that everypony was looking at the strange craft as well, all wondering what it is.

The craft as if noticing that it was spotted began decent and landed in front of the crowd of ponies and began to do something that surprised everypony, it transformed. The cone began to form what looked like legs, when the legs formed it stood upright. The back of the craft twisted around revealing two large arms, the three devices in the back twisted around and formed the thing's actual back making it look like the wearer had a jet pack on. Lastly a head appeared, it had glowing red eyes but no mouth. The creature was wearing a helmet that looked like it belonged to a samurai, if Rarity wasn't so scared she would of felt the time to comment. On the creature's clear blue chest was a strange purple symbol with what looked like horns, it's pointy eyes gave the ponies an ominous feeling.

The bipedal being just glared down with amusement at the ponies gawking at him, he'd out right laugh if didn't have something important to do.

"Where is she!" the being growled

Everypony either jumped or felt a shiver go up their spine from hearing the creature talk, it's voice deep and gravely.

Twilight managed to muster up some courage and trotted up to the large figure who is easily as big as a house.

"Hello my name is Twilight Sparkle and-"

"I do not CARE who you are! Where is she!" the figure demanded rudely cutting her off.

"I-I'm sorry I d-don't know who y-you're referring to," Twilight stuttered fearing this creatures wrath.

"She is of your species, bright blue with rainbow hair," the creature answered.

"What would you want with Rainbow Dash you... you ruffian!" Rarity demanded.

The being recoiled, it has been called many things but 'ruffian' wasn't one of them.

"That does not concern you! Now I'm going to ask you one last time, where is she?" the being said low and threateningly.

"What if we refuse to tell you?" Twilight asked gaining some courage, no pony threatens her friends.

"This," the being said calmly taking out a strange device aiming it at Sugarcube Corner.

It pulled the trigger and blast of pinkish purple energy fired out of it blasting a large hole in the roof of the candy store. Everypony gasped in horror at what the creature did.

The creature, if it had a mouth would be smirking,"Anymore questio-?"

"Hey what's going *gasp*!" a voice said from the front door of Sugarcube Corner.

Before the being could register what was going on a small pink pony with large poofy hair started bouncing in front of him.

"I've never seen you before and I should know because I know everypony in Ponyville plus I would remember seeing somepony like you. My name is Pinkie Pie what's yours? Where are you from? How did you get so tall? Is everypony where you're from as tall as you?" the pink pony now identified as Pinkie Pie kept asking the figure question after question not letting him answer or speak for that matter.

Twilight watched in horror expecting the figure to rip her friend to pieces, but then she got an idea. Twilight crept up to Spike.

"Spike take a letter," Twilight wispered.

"Uhh okay?" Spike took out a scroll and pen.

As Spike began writing down everything Twilight said the being was still listening to Pinkie Pie's barrage of questions. The only evidence of irritation from the figure was an occasional eye twitch.

"Hey do you like parties? I love parties! I got an idea why don't we have a big party to celebrate your arrival! We'll have cake, music, dancing, balloons and-"

"ENOUGH!" the creature yelled followed by blaster fire.

There was a charred hole going right through Pinkie's hair just barely missing her head, her hair quickly 'poofed' filling in the missing spot earning a giggle from the Pink pony. Pinkie stopped giggling when she began staring down the barrel of the creature's blaster.

"That was a warning shot. Next one goes in your head," the being growled menacingly.

Pinkie pretended to zip her mouth closed to show she gets it, but oddly she still had a smile on her face.

"Invader!" the creature took his eyes off the party pony and watched as a pony with both a horn and wings appeared.

"Princess Celestia!" Twilight yelled in delight.

Twilight ran to her teacher as she made her descent, Celestia smiled down at her student as she hugged her.

"I'm glad that you're alright," Celestia quickly nuzzled her student. "After I got your message I came as fast as I could."

The being didn't register what they were saying, he just kept staring at this majestic creature. Her coat was completely white but her mane had multiple colors and flowed in the wind almost as if it was doing it on it's own. The multitude of colors made the creature remind itself of why it was there in the first place, to find her.

"I am Princess Celestia, ruler of Equestria. I demand to know why you are here attacking this peaceful town!" Celestia yelled.

"My quarrel is not with you princess," the being said mockingly. "All I want is Rainbow Dash!"

"Well to get to her you'll have to go through me," Celestia said stomping the ground causing a shock-wave but the being was unfazed.

"That can be arranged," the being pointed his blaster at the Sun Princess and fired.

Celestia brought up a protective bubble shielding her, the blast left a crack in her shield which she quickly healed. While she was distracted the being ran towards her and punched right through the shield shattering it, he threw another punch hitting right in the jaw causing her to collapse from the sheer force of it.

Everyone stared in shock and horror as their leader one of the most powerful Alicorns in existence was taken down so easily. Twilight galloped to her teacher panicking, not knowing what to do for once. The being couldn't hold it in anymore and began laughing, a sick mocking laugh.

"This is the best this pathetic planet has to offer? I'd finish her if I didn't find this pathetic display amusing!" the being laughed again.

"Please, what do you want with us?" Twilight asked tears ready to fall from her eyes.

"How deaf can ponies get?! I'll only say this once more, I want Rainbow Dash. Tell her to meet me in the fields where it all began, she'll know what I'm talking about. She has 24 hours, if she fails to comply then I will slaughter every living thing on this planet pony or not!" the being roared transforming and disappearing in the clouds.

As it left Twilight began to inspect Celestia's wounds, aside from a bruise on her jaw she was alright. Twilight let out a sigh that she was holding in trying to calm herself down.

"Find Fluttershy, Applejack, and Rainbow Dash! We're going to need the Elements," Twilight said grimly.


All the bearers of the Elements of Harmony except the bearer of Loyalty met at Canterlot castle. Luna the princess of Night was there as well keeping her ever watchful eyes on the bearers. They were standing in the great hall where the glass windows hung telling the great history of Equestria. The double doors swung open and the familiar rainbow tomboy flew in.

"Sorry I'm late girls, was busy training," Dash explained.

"Ya mean nappen right?" Applejack said smugly earning a scowl from her rainbow friend. "So Twi why'd ya have us meet like this?"

"Actually I am hoping Rainbow Dash would be able to explain to us the situation," Twilight said unhappily.

"What! Why me? I don't know anymore than the next pony, as I was saying I was out training," Rainbow said glaring at Applejack.

"Is that so? So you wouldn't happen to know anything about this symbol now would you?" Twilight used her magic to make an image of the symbol that was on the beings chest appear.

Rainbow Dash's eyes widened when she stared at the familiar purple face that stared back.

"No it can't be!" Rainbow said stepping back.

"W-what i-is it? I-it s-scares me," Fluttershy said cowering under the faces gaze.

"Yes Rainbow indulge us, what is it?" Twilight asked.

Rainbow Dash hesitated at first but finally complied, "Over a year ago I was flying to a nearby village where some old friends from flight school lived. When I got there most of the buildings were on fire and reduced to ash, in the middle of it all was a giant robot with wings. He had those symbols on his wings. I quickly challenged him to a fight, he used a lot of weird weapons but he was a terrible shot and he fought dirty. Any chance he got he would plead for mercy then start shooting me when my back was turned. I ended up beating him with my Sonic Rainboom. Then I kind of..." Dash began blushing.

"Then what?" Twilight asked.

"Yes go on darling," Rarity said awaiting what happened next.

"Then I kind of ate him," Rainbow said blushing madly.

Everyone including Luna just gave Rainbow this stare causing her blush even harder.

"Wait, is that why you had that stomach ache last year?" Fluttershy asked.

"Y-yeah," Rainbow was now as red as Applejack's apples.

"Did he have a name?" Twilight asked.

"Yeah I think he called himself Starscream or something," Dash said getting rid of her stupor.

"Heh heh Starscream, that's a funny name," Pinkie giggled.

"Dash why didn't you tell us?" Twilight asked.

"I didn't want you all to worry. Besides he was a pushover, a weakling, I beat him without even breaking a sweat," Dash said confidently.

"Is this who you're talking about?" Twilight asked producing another image but this time it is the being himself.

"No Starscream had larger wings coming out of his back and he was red, blue, and silver. This guys all black," Dash said inspecting the image.

"H-he's scary. What do you think he wants with you?" Fluttershy asked shaking even though she knew it was only an image.

"Probably to avenge Starscream or something, who cares? I beat Starscream's butt and all beat this guy's just the same," Dash said arrogantly.

"I admire you for your bravery Rainbow Dash but sadly it is for not, this monster is far different then the one you faced," Luna said finally speaking up.

"What do you mean?" Dash asked.

"What I mean is that he was able to over power my sister without any trouble," Luna said grimly.

Fluttershy, Applejack, and especially Rainbow Dash eyes widened and mouth gaped for they were not informed of the encounter in Ponyville. Fluttershy began cowering again dreading the next encounter that will happen eventually, Applejack felt her legs wobble not used to feeling this intimidated by something she hasn't met. But Dash felt her courage deflate, she already faced one of these things and won but this one could overpower the princess.

"So what do we do?" Dash asked.

"We'll have to do something or a lot of innocent ponies will get hurt," Twilight said sadly.

"What?" Fluttershy gasped.

"If we don't hand over Rainbow Dash in the next 24 hours he threatened to kill everypony on the planet," Twilight said grimly causing Fluttershy to start cowering again. "He also said that we have to meet him where it all began."

"Well what the hay does that mean?" Dash demanded.

"Ah think it means he wants ta meet ya where ya fought that Starscream feller," Applejack said.

"Well if it's a fight he wants then it's a fight he'll get," Dash said charging for the exit but was quickly prevented by Luna.

"I would not advise that Rainbow Dash, if you head in recklessly alone you will surely lose," Luna said restraining the brash pony.

"Then what am I suppose to do?" Dash demanded.

"We're going to need a plan," Twilight said smiling.

Next morning...

The large robot sat on top of the remains of a building that looked like it hadn't stood for a long time, he was surrounded by more collapsed buildings covered in ash even after all this time. But he supposed that makes sense, it's only been a year. It really was a destructive sight, no life survived the brawl that occurred here. The fields were covered with dead grass and there wasn't a single woodland critter scurrying around. Even the giant could admit that it is sad when a land that was once so beautiful is now a wasteland that only carries pain for whomever enters. The being quickly got rid of the traitorous thoughts in his head.

"It's too late to think these things," he thought.

"Hey metal head!" the being lazily turned his head towards where he heard the voice.

Standing in front of the entrance to the forest was Rainbow Dash herself wearing a strange necklace with a red crest that was fairly similar to the mark on her flank.

"Ahh Rainbow Dash, just the pony I wanted to see," the being said standing up causing more of the rubble to collapse. "Remember me?"

"I'd remember meeting someone as ugly as you," Dash smirked getting a scowl from the giant.

"Oh I'm hurt Dash, after a year you already forgot about me? Its been several thousand years since I last saw you and I still remember," the giant said feigning hurt.

"What are you-?" Dash started.

"After how long it took me to find a new body after you destroyed my last one I knew you were long past dead," the being said walking towards Dash making a thud with each step.

"Wait but that means you're... you're-"

"Starscream the one and only. Did you miss me Dash? I missed you," Starscream said smugly.

"Don't call me that, only my friends can call me that!" Dash yelled.

"What and were not?" Starscream said acting hurt.


"What happened to that up-beat attitude I admired so much?" Starscream asked getting closer.


"I have to ask, where did you get that necklace? They really do bring out your eyes, your pretty eyes. I have to admit you are quite the lovely creature, very easy on the optics," Starscream's voice low and seductive.

"W-what?" Dash stuttered slightly blushing.

"You're so hesitant so scared. Come now Dashie after all I am a pushover, a weakling as you would put it. Or is the fact that I bested your leader the reason you fear me now?" Starscream asked.

"What happened to me? What happened to you?! You were a clumsy moron when I first met you and now you're actually semi intimidating," Dash regaining her cool.

Starscream let out an earth shattering roar, "You dare insult my intelligence? I'll have you know that I was a scientific genius back on Cybertron! I had it all but it was all taken away from me throughout the tolls of the great war!"

"Well somethings changed but I guess somethings didn't," Dash laughed.

Starscream glared menacingly at the pony for making the tables turn so quickly, "I've had enough of your insolence! You'll get your info right before I blow you to smithereens!"

Starscream charged and closed the remaining space between the two, Dash smirking the whole time.

"Girls! Now!" Dash yelled making Starscream stop in his tracks.

Five other ponies jumped out of the woods, he recognized three of them from the settlement he attacked but the other two he did not recognize. The others wore necklaces whose crests were similar to the marks on their flanks, except the one known as Twilight Sparkle was wearing a tiara. Starscream stared down the six confident ponies not sure how to make of this, he laughed.

"Ha ha ha ha oh now I get it, you did all that just so I could get into position for you to spring your little trap. I'd be impressed if it wasn't so diluted, tell me how do you expect to beat me with six ponies wearing fashion accessories?" Starscream asked.

"Do not underestimate the Elements of Harmony, or you just might regret it!" Twilight growled.

"The Elements of Harmony? You don't mind informing me of these little trinkets with the ridicules name?" Starscream asked.

"The Elements of Honesty, Kindness, Laughter, Generosity, Loyalty, and Magic will light our darkest hour. That's all you get to know," Twilight said glaring at the robot.

"Cute, and let me guess little Dashie represents Loyalty. Am I correct?" Starscream asked.

"Yeah what of it?" Dash demanded.

"Figures," Starscream growled. "Alright I'll humor you, but once this is over I will kill all of you!"

"Alright girls, you heard him," Twilight smiled.

Stasrcream, if he could, would be smirking right now as he watched the ponies close their eyes expecting something magnificent to happen. His air of smugness quickly turned to one of shock as he watched them open their eyes, they were glowing a bright blinding light. They began levitating into the air, Twilight was in the middle with Applejack and Rarity to the right and left of her. Dash floated above Twilight with Pinkie and Fluthershy to the right and left of her. A sudden burst of energy blasted Starscream a few feat back, as he got his sense back he noticed something that caused his eyes to widen in fear. His feet began to turn to stone which slowly began working up to the rest of his body until it was completely turned to stone. The bearers of the elements drifted back to the ground, they walked up the large now statue form of Starscream who had a look of horror on his face.

"W-we did it!" Twilight said happily.

"Awww yeah, in your face Screamer. You couldn't beat me then and you can't now," Dash gloated and did a little victory dance in Starscream's horrified face.

"I do say that was quite exhilarating, I almost forgot how it felt to defeat such an uncouth villain like that," Rarity remarked.

"Do you think he's going to be alright? This may of worked on Discord the last two times but who knows what could happen to Starscream," Fluttershy said concerned for her potential killer's well being.

"Who cares? I say he got what he deserved!" Dash said glaring right at the statue, her face merely an inch away from his.

"I'm gonna miss ol' Screamer. Maybe he wouldn't be so grouchy if I threw him one of my famous parties!" Pinkie said sadly cheering a little up at the mention of 'parties'.

"Ah honestly doubt that Pinkie. Ah'm pretty sure he isn't the party type," Applejack said.

"Aww how touching," everypony froze when they heard that high pitched scratchy voice.

They all looked up to see a glowing blue orb floating above the statue.

"It almost brings a tear to my non existent optic," Starscream said in that voice Dash was so familiar with. "Let's fix that shall we?"

Starscream's spark fazed right back into the statue, then everything became silent. After a while they though he was bluffing but to their horror the statue began to crack, soon the whole statue was covered in them. Starscream's hand burst through causing the rest of the stone to crumble.

"Aww yeah I needed that," Starscream said with his voice deep and gravely again stretching as if he became stiff from his short period as a statue.

"Ready the elements! We have to try one more time!" Twilight commanded desperately.

"Not so fast!" Starscream took out his blaster and shot all the ponies except Dash.

"Oh no!" Dash said almost bursting into tears.

"Don't worry your pretty little head I set my blaster to stun, they'll be fine. Of course these are intended for other Cybertronians and as you recall my aim is so terrible, so I never used it on organics before." Starscream said laughing at Dash's expense.

"Why are you doing this?" Dash demanded wiping away her tears.

"For your head to be mounted on my wall, simple as that. Now, you ready for a rematch?" Starscream asked.

Dash charge with a battle cry right at Starscream who only stood there waiting patiently, Dash flew around Starscream bucking him in several places but they barely made any progress just like last time but even more so.

"Abrasive as always, you really haven't changed a bit," Starscream joked.

Dash flew up to his face and smacked him in the eye which at least got a response from him, Starscream out of anger back handed Dash causing her to crash into several trees making them all fall to the ground. She was in a lot more pain than last time starting out. Dash flew into the air hoping for more of an advantage in the clouds.

"What happened Dashie? Where's your confidence? You're playing the game all wrong. After I throw a swing you're supposed to say tag-"

Starscream burst through a cloud shocking Dash.


Starscream bashed her with his fists causing her to fall to the ground in an alarming rate. Before she hit the ground she managed to slow down her descent so when she crashed it didn't hurt as mush as it would have.

"What's the matter Dashie? No ridicules quips? No funny comments? Say something funny!" Starscream said angrily hoping for more of a challenge.

She got up groaning, she saw Starscream now in his new jet mode dropping various bombs around making many large explosions. She flew into the air dodging more of Starscream's new artillery.

"I may not be as fast as I used to be but I'm far stronger," Starscream taunted.

"Is that all you got?" Dash said back dodging more bombs.

"No!" Starscream suddenly transformed back into robot mode. "This is!" he threw one last bomb at her.

The sheer strength of the throw made it difficult to dodge but Dash managed, Starscream took out his blaster and shot the bomb causing it to detonate right next to her. The explosion made her crash into a nearby cloud, as she inspected how dark the cloud was she quickly got an idea. Starscream crept to the cloud chuckling.

"Come out come out wherever you are," Starscream sneered.

His face was soon covered by the cloud obscuring his vision.

"What the? What are you-? Oh slag not agai-!"

Dash began bucking the cloud without letting up pumping electricity through Starscream's body making him scream in agony. His body became limp and he crashed into the ground below. Dash flew down but kept her distance expecting Starscream to try another one of his cheap shots like last time, but to her surprise he stood up before trying anything.

"Isn't this the part where you try a cheap shot?" Dash asked narrowing her eyes.

"Things change," was Starscream's only response.

Dash snorted and began flying around Starscream at break neck speed causing a tornado to form around Starscream, Dash exited and began watching hoping for victory. Starscream quickly transformed and began following the direction of the tornado, it began to expand as he headed towards the top of the funnel. Dash watched in shock to see Starscream escape from the tornado so easily and heading straight for her. Starscream transformed and punched her, she crashed right in front of her unconscious friends. She tried to reach her hoof out to her friends but she was just out of reach. She heard loud thumping coming closer.

"Well this was fun while it lasted, but I think it's time to end this," Starscream said cocking his blaster.

Dash looked at her friends and managed to get the strength she needed for one last ditch effort, before Starscream could fire Dash flew high into the sky. She began to descend in top speed, the closer she got to the ground the more speed she gained. A mach cone began to form becoming narrower and narrower, she began to glow as power flowed through her veins.

Starscream's eyes widened in horror when he realized what she was doing, he took out his blaster and started firing but his fear was clouding his mind causing him to miss every shot. A burst of energy caused Dash to go at a speed that Starscream couldn't even fathom, he quickly got into a defensive stance his arms making an 'x'. Before he knew it the rainbow trail was right in front of him as Dash head butted his arms, he felt searing hot pain as Rainbow Dash's assault began tearing through his right arm. She broke through and crashed into his gut driving both of them into the forest, Starscream felt the full force of every tree he crashed into. A rainbow explosion soon ensued.

As the dust blew over Dash laid on the ground covered in various scratches and bruises, her coat and mane was charred from the crossfire. She was feeling the most pain she had ever felt in her life, but she was alive. Dash painfully got up slowly trotted towards where she believed her friends to be.

"I forgot how painful it is to be alive," Dash turned around and was met with the hilt of Starscream's blaster.

She collapsed back to the ground, blood dripping from the side of her face. Starscream was worse for wear, his right arm was completely torn off and he had a strange blue liquid dripping from the large wound in his gut. The barrel of his gun staring Rainbow Dash down.

"I've been waiting a long time for this!" Starscream said with an insane look in his eyes. "You know what's ironic about all this? If it wasn't for you the Starscream that stands before you today wouldn't exist!"

Dash just stared up at him broken, inside and out.

"After how hard I tried to gain the harbinger of death and chaos' trust so my body would be given back to me, for it to be taken away by YOU! But I have to thank you, if it wasn't for you I would never of been able to finally get the better of my former leader and lead my army to victory. But it all came for a price, after the war was over and my army won there was nothing left for us to go back to. I may of did what Galvatron could never do but it cost me my home world, it turned out even worse than when the war started. No amounts of energon could save it, I failed my race. I always thought that usurping my leader and ruling our faction was my destiny but I was wrong, there was a missing piece in my life after I attained leadership. I realized that failing at achieving what I want is my destiny, the only thing that kept me going was my hatred for Galvatron. But he always beat me mercilessly and I realized I would only amount to nothing and Cybertron is a shining example. Then I realized the only other example of my failures that remained was you, the only way to set myself free was by finishing you! I took my chances with a couple warp gates and finally found a time line where you still lived. All I could see and hear was YOU!" Starscream stopped his rant.

To Dash's shock Starscream was shaking, he looked like he was going to burst into tears.

"Starscream, you don't have to do this," Dash pleaded feeling actual pity for him.

"I am the biggest failure, the biggest traitor in the universe! I have no one and will roam this world forever with no one, I have to," Starscream shuddered slowly squeezing the trigger.

"There's still hope," Dash smiled with tears flowing from her eyes.

"No, it's too late."

"It's never too late."

The sound of a blaster echoed though the forest.