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...


Equestria's skies were full of beauty any time of the day from any species' perspective. Be a human watching the sun rise in the morning, or a Decepticon observing the gray drizzle of rainfall in the afternoon. Of course, beauty is fleeting. Especially when an escaped convict and a ex-military officer are flying through the air. Never a good combination for anypony else.

Especially for Rainbow Dash.

Her former friend, Gilda, flew alongside the air with her former wingpony, Lightning Dust. Perhaps it was accident that brought them together. Perhaps it was fate. But whether the cosmos or happenstance was responsible for their team-up, one thing was clear: they were going to get back at Rainbow Dash. Their egos were simply far too massive to even think the wrongs that been brought on them were deserved.

After several minutes of flying, Gilda and Lightning Dust landed at their destination of the Wonderbolts Academy. Once firmly on the raised pillar, Lightning Dust and Gilda saw a large crowd of ponies gathered some spectacle that didn't matter to them. They shoved the ponies out of their way. None of the cadets realized Lightning Dust was there.

"All right, Rainbow Dash!" Lighting Dust boasted once she caught of her ex-teammate. "This time, you're gonna get it!"

"Yeah! Me and L.D here have a lot things in common- one of which is you. We are so gonna-" Gilda bragged, but then realized...

Rainbow Dash was crying.

"It'll be okay, Dash." Spitfire attempted to assure her. "He'll be fine."

"I should've..." Rainbow Dash said between sobs, her voice breaking up. "I should've told him to stop!" Rainbow Dash buried her head into Spitfire's shoulder, muffling herself somewhat. "I should've said I could go on without hiiim!."

Gilda and Lightning Dust exchanged looks. Rainbow Dash being in such a tearful state was jarring to both of them. But that didn't compare to what they saw next.

Lying in the center of the crowd, the spectacle the ponies had been watching, leaking Energon, losing its electric charges and his major swivel joints knocked juuust shy of completely loose...

Was Dreadwing.

"Whoa." Gilda whistled. "What did we miss?"


Friendship is Magic: Prime: Bonus Story
On New Wings

Episode Synopsis:

Rainbow Dash is reluctant when Spitfire assigns a questing Dreadwing to be her new wingpony.


It was a shiny new day in the Wonderbolts Academy. Where aspiring pegasi trained hard to one day become the Wonderbolts they dreamed of being. Everywhere a pony looked, there cadets getting ready for their next test. The clouds seemed to be voluntarily shaping themselves to be in the best position for peaceful pictographs.
Each pony was assigned to a team of two. A captain and a wingpony. The captain instructed, the wingpony followed.
Rainbow Dash had proven herself one of the best fliers in the student line-up, and the most likely to actually get in the Wonderbolts, but due to difficulties with her partner, she had no wingpony. She didn't care, particularly. After the way Lightning Dust was, Rainbow was happy to go it alone. But that just wouldn't do for Spitfire.

Which probably explains why Rainbow Dash had called into the sergeants office to discuss her getting a new wingpony.

Rainbow carefully peeled the door open. It was never a good idea to just barge in the office of the officers. "You wanted to see me, ma'am?"

Spitfire looked from her pile of presumably important papers. "Yes. Come in."

Rainbow Dash closed the door behind her.

"As you are aware, we've been having trouble setting you up with a new wingpony."

Dash showed no sign of displeasure at this. She was smart enough to keep all her contempt for this idea inside where Spitfire couldn't see. Before the conversation could get any further, Dash noticed something in the window.

What is that?

The something flew closer into view.

Is that-? No, none of them would be that dumb to go attack the academy directly. while alone...

The something flew closer, allowing Dash to fully examine it.

It IS!

"Pardon my rude manner, ma'am, but something's come up, and I'm one of the only ones who can deal with it."

Rainbow Dash bolted out the door. Spitfire slammed her hooves on her desk angrily.
Dash knew she had just made a mistake blowing off her commander. But this was important! A Decepticon was approaching the Academy, and Rainbow Dash was one of the few ponies who had experience actually fighting the metal villains!

"What am I supposed to do?" Dash muttered. "Stay in there and get lectured while that Decepticreep burns this place to the ground?"

Skidding to a halt on the edge of the rock pillar, Dash stood her ground firmly, giving the approaching Decepticon a stern glare, daring him to come any closer and get it! Up this close, Rainbow could see that not only was it a Decepticon, but one she was particularly hesitant to mess with.

The Seeker Captain, Dreadwing. Out of all the Decepticons on Earth, Dreadwing had came this close to smelting her and her friends and sending them all to the scrapheap.

Dreadwing's F-35 vehicular mode swerved around a cloud before converting into his very faintly-samurai robot mode and landed on another cloud. Dreadwing closed his optics, balancing on the cloud. After a moment, he dared to to open them. Dash made a note to herself, that, clearly, Cybertronians with flying vehicle modes could walk on Equestria clouds.

Dreadwing, seeing he could walk on the cloud, jumped off it onto the Academy grounds.

"All right, Dreadwing!" Dash snapped, flying up into Dreadwing's face and putting her front hooves in a boxing position. "Put 'em up!"

Dreadwing obliged, putting up his fists in a position identical to Rainbow Dash's. The position didn't translate well from pony hooves to Decepticon fists. It looked ridiculous.

"...What are you doing?" Rainbow Dash asked hesitantly. Sure, he was her enemy; that didn't mean she had to let him embarrass himself.

"Putting 'em up, as per your orders." Dreadwing answered.

"Wha...Never mind." Rainbow Dash flitted back to the ground and doubled back to see what she might've been able to use against Dreadwing. She saw Spitfire approaching.

"Ma'am! Apologies for running off on you like that." Dash saluted, looking at the ground. "But there's a Decepticon here!"

"Indeed there is." Spitfire noted dryly.

"I need to keep him from destroying the Academy, ma'am!"

"Well, you shouldn't have trouble with that. He IS your new wingpony, after all."

"Right! Which is why- wait, wait, wait, what?" Dash stammered. She stuck a hoof into her ear and wiggled it. "Do I have something in my ears or...did you just say Dreadwing was my new wingpony?"

"She did, in fact, say that." Dreadwing answered. Green beams shot out of his eyes which swept over Rainbow Dash, taking a scan of her entire body. "But, you do not have anything in your ears." Dreadwing looked over to Spitfire. "Permission to suggest a change in Rainbow Dash's diet?"

Spitfire hmmed. "Yeah, sure. Why not? Humor me."

"Captain Rainbow Dash, I would like to suggest you eat less sodium-laden biocarbon products."

Dash raised an eyebrow.

"Fast food." Spitfire clarified.

"You cannot seriously expect me to be okay with this!" Rainbow Dash exclaimed. "A Decepticon? As my wingpony?"

Spitfire leered. "Yes." She turned to leave. "Have fun with your new wingpony!"

Dash's mouth dropped. She raised her hoof to call Spitfire back, but no words came out of her mouth.

Dreadwing stepped closer to her. "Captain Spitfire has instructed us to have fun. How are we to accomplish this goal, captain?"

"Captain?" Dash questioned, eying Dreadwing angrily. "Captain?" She flew up into Dreadwing's face. "Let's get one thing straight right here, I am NOT your Captain, and you are NOT my wingpony, all right?"

Dreadwing looked confused for a moment. He raised a finger. "But if you are not my Captain, then you do not have the authority to declare that I am not your wingpony."

Dash opened her mouth to retort, but she couldn't find a flaw in Dreadwing's logic.

"Not only that, but it was my understanding Spitfire was the commanding officer of the Academy. Her authority would outrank yours, and she has accepted me as your wingpony."

Dash crossed her front legs and growled. "Fine! I'll let you be my wingpony, but I won't like it... I guess now I have to give you a tour of the place. Come on..." Rainbow Dash flew away and gestured Dreadwing to follow her. She began pointing portions of the Academy and tests Dreadwing would have to take.

"That's the mess hall. Over there is the Dizzitron. You'll have to do that. Oh, yeah, you'll also need to take the cloud-clearing test, too."

"Permission to speak, captain?"

Dash signed. "What?" She questioned rudely.

"Where I am supposed to stay for stasis?"

Rainbow Dash paused for a moment, trying to think of what the organic equivalent to stasis was. What was it now...uh...no, that wasn't it. Oh yeah! Sleep!

...Where was he supposed to sleep?

"I...guess I can make a cloud bed for you." Dash said uncertainly.

Dreadwing put his hands together and bowed. "I would apprentice your doing that."

Dash scoffed. "Yeah. Whatev. I'm just doing this because I care more about being a Wonderbolt than I do fighting you."

Dreadwing sighed. "I understand your displeasure at my decision to join the Wonderbolts, but I hope you will come to regard me as an equal partner."

Dash leered. "Yeeaah...not happening."


(Soft Electric Guitar)
Maybe we are both blue.

Maybe we both fly on our wings.

And maybe you're my wingpony.

That doesn't mean I have to like you!

Sure, I don't have to worry about in the mess hall

Since robots don't eat at all.

Maybe being a Seeker keeps you coordinated.

But a giant robot helper is sooo overrated!

Maybe we are both always pay our dues

Maybe we know our loyalties

Maybe we'd follow our commanders to the end.

That doesn't mean we can be friends!

Maybe you're fast and like flying too.

Maybe you're my wingpony

That doesn't mean I have to like you!


Over the next few days, Rainbow Dash to slowly adjust to flying alongside Dreadwing. She had collided into him more than once, as her instincts had been trained to flying against Decepticons in the air, rather than with them.

Although it was kinda nice she didn't have to deal with him in the mess hall. Being a Decepticon, not only did he have need for it- he was also too big to fit into it.

Finally, after a certain point (and a lot of modification), Dash rubbed her hooves together in the hopes Dreadwing would fail the Dizzitron. Spitfire didn't want to send Dreadwing on the Dizzitron right away. She said she wanted him to 'adjust' to living with ponies. Certainly, if Dreadwing failed, he'd be booted out of the academy and then Rainbow Dash could go back to doing her own thing.

Everypony gathered around the modified Dizzitron. Spitfire's assistants helped talk Dreadwing into getting inside the parts made for himself.
Spitfire pulled the lever.

The Dizzitron, a complicated machine of swirling discs,began to spin and spin Dreadwing around and aroun, making him dizzy. Spitfire pulled the release switch and ejected Dreadwing, sending him flying over the edge.

Rainbow Dash's eyes widened in panic. Dreadwing couldn't fly in his robot mode! What if he had gotten too dizzy and couldn't pull himself together enough to transform!? That would be awful!

...N-Not that she cared!

Dreadwing's F-35 form drew up from over the edge and twirled before flying forward in a completely straight line. He then swept and swerved through the air, doing circles and twirling.

Spitfire's jaw dropped. "How- why-is that Decepticon is twirling after going on the Dizzitron!?"

Everypony murmured comments about how impressive it was that Dreadwing was spinning of his own free will after being on the Dizzitron.

Dreadwing steadily and cautiously flew back onto the plateau, transformed, and saluted at Spitfire. "My performance, ma'am?"

Spitfire stared blankly before smiling. "Excellent!"

Rainbow Dash wasn't sure, but she thought she might've seen a change in Dreadwing's emotion. What, though, she wasn't sure.

"In fact, it was so excellent, I'm going to have to make you go through it again on a higher power level!"

Dreadwing seemed displeased at this. "Very well."

Dreadwing reapplied himself to the Dizzitron's addition. Spitfire pulled the lever while pulling another lever that accelerated the Dizzitron's spin output. Dreadwing was launched, and Spitfire was confident he wouldn't do as good. They all worried, however when Dreadwing took longer to resurface than last time.

Spitfire put her hoof to her mouth. None of them quite realized that a high-pitched SCREEEEINNNK was supposed to put their fears at rest.

Dreadwing flew up again, twirling even more this time. It was at this point everpony realized his trick; somehow, his twirling gave him a skewed perspective that combated the dizzying from the Dizzitron.

Everypony applauded Dreadwing after he landed again. Spitfire called for a recess.

Rainbow Dash stomped off to sulk. Dreadwing noticed, and after everypony else left, followed her.

"Are you all right, captain?" Dreadwing asked once he reached her on the edge of the plateau.

"No." Rainbow Dash answered. "I...when you were on the Dizzitron, I was hoping you'd fail, so I wouldn't have to deal with you being my wingpony anymore. But then you went on and you could've gotten hurt."

"And you would've felt responsible for my injuries." Dreadwing concluded.

Dash shirked. "...Yeah."

The two stayed quiet, admiring the sunset.

"Dreadwing? I have a question. Why did you join the Wonderbolts?"

Dreadwing looked solemn. He balled his hand into a fist and shook it at the air. He cleared his throat and composed himself. "After the New York Massacre, I was left without a master. Without a purpose." Dreadwing gazed upwards. "I flew around the cosmos, traveling worlds, visiting Decepticon fortifactions on planets like Regulon IV and Sandokan... but it was on Nebulous that an interplanetary news network reported the growing connections being made between Earth and Equestria. I looked further into it, and I found an ad for the Wonderbolts. Their description made me think I could join them."

Dreadwing curled his fists again and raised them in the air. "That they could give me a new master. A new purpose- SOMETHING to occupy my hands! That I could feel like a SEEKER again!"

Dreadwing realized he was making a scene and calmed down. "Ahem...will that be all, captain?"

Dash showed a little amount of concern for Dreadwing after his outburst. "...Come on." She patted at the ground next to her. "Watch the sunset with me."

"I do not understand why organics like you and the humans enjoy this so much. But very well." Dreadwing sat down on the grass using his arms to support him and looked upwards.


A few days later...

Rainbow Dash was super stoked today. After so many set-backs, so many ponies failing the tests, Ditzy Doo stopping by to drop off mail and causing an accident (as Ditzy Doo was wont to do... or would that be doo? ) today was finally the day she...and Dreadwing. Ahem, she and the other cadets would be doing one of, if not the toughest tests in the Wonderbolts Academy!

The Lightning Test.

Basically, what it boils down to is having to fly through an active thunderstorm that was super-charged by generators to the point where it had to release its power, spewing out lightning strikes like a pony with the flu coughing. The goal was to get through with - or at least, minor- wounds.

As Rainbow Dash pulled up into the line with the rest of the cadets, all she could think about was how good this would look on her record if she pulled it off. Maybe they'll make her a Wonderbolt officially!

Dash wasn't a very observant or sensitive pony, but even she could hear a distinctive hesitance in the tromps of Dreadwing's footsteps as he joined her and the other cadets.

"What's wrong, Decepticon?" Dash asked, not really caring. She was just obligated to ask.

"...I am to be flying straight through a thunderstorm that has been magically altered to be dangerous." Dreadwing answered. "Surely, you understand my discomfort."

Dash pulled her goggles up. "Really? Relax. You'll be fine." She didn't want to admit it, but she had seen Dreadwing fly, and he did it well. "Just as long you don't take more than one bolt."

Dreadwing did not seem so sure.

Spitfire stepped out with her two henchponies. "All right, cadets! This test is one of the toughest we have to offer! On the count of three, you will fly up and through that thunderstorm, and you will fly out the other side without a scratch! Is that clear!?"

"Yes ma'am!" Everpony (Dreadwing included) saluted and shouted.

"One...two...THRRRREEE!"

Everpony flew up and zoomed straight into the burgeoning thunderstorm.

Dash was taken by surprise when she just barely missed being caught at the tip of a triangle of lightning bolts when she flew through it. She wasn't expecting the lightning to be this bad at the start of the test! She figured they would set it up so she could at least warm up a little bit.

"Are you all right, Captain?"

"Yeah, I'm fine." Dash kept flying, but then paused when she realized what Dreadwing had said. "You...you just asked if I was all right."

"Is that wrong?" Dreadwing retorted. "I was under the impression you were my captain."

Dash pursed her lips, uncomfortable. "Yeah...whatever."

A strike of lightning and flash of thunder sounded out from the clouds, and Dash could hear somepony screaming in the distance. Thankfully, it was just a scream of fright and not injury. Dash was starting to get worried, though. Could she do this?

A lightning bolt struck to her side that she didn't think anything of. Then she heard a rather deep grunt of pain. Doubling back, she could a scorch mark blazed right through Dreadwing's left wing.

"Dreadwing?" Dash asked.

"I'm hit, but functional."

"Okay, good. I-I mean, don't do it again!" Dash blushed crimson at having shown concern.

The two of them kept flying.

"Attention, cadets! We will now be adding wind into the test!" Spitfire shouted at them through a megaphone.

"Oh, come on!" Dash griped. Now there was going to be wind!? She pressed onwards, though. While she and Dreadwing did fine, she could hear a few ponies be throw off by the gale.

"Rainbow Dash, I am concerned the wind force will allow the lightning to strike me in a vital component." Dreadwing informed Dash.

"Yeah, yeah, keep going, you're doing...you just called me by name." Dash froze. She looked at Dreadwing, and could see he was slowing down out of caution.

"I..." Dash felt a little overwhelmed, seeing Dreadwing this nervous. Sure, it was only a little nervous, but Dreadwing was always calm and collected in bad situations, so even the slightest hesitance was startling. "Keep going, D.W! You can do it!"

"I HATE that nickname!"

"Deal with it, and FLY!"

Dash and Dreadwing continued flying through, intent on making it through the test. CRRrrack!

"Is just me," Dash shouted, having to raise her voice over the increasingly roaring wind, "Or is the weather getting worse!?"

"I would say it's getting worse!" Dreadwing shouted back. "I suggest a tactical withdrawal!"

"Withdrawal!?" Dash growled in appall. "Are you saying you want to quit!?"

"No! I..."

"Listen here, you! You and I, we can fly through this from one end of the other without getting a serious injury! You know why!? Because you're the wingpony of one, Rainbow Dash! And I don't accept just anypony as my wingpony! You got that, solider!?"

Dreadwing raised up his nosecone slightly. It was like he had been touched by Rainbow's speech. "Message recived, loud and clear, ma'am!"

"Good! Now put that huge blocky engine of yours to use!"

Rainbow Dash and Dreadwing accelerated through the next portion of the clouds, going as fast as they could as they could manage.

"Come on! We're almost at the end!" Dash shouted.

Dash could almost see the end of the test- the finish line strewn between two clouds. They were almost there...

Lightning bolts flashed out and blindsided her, scorching her side and cutting up her Wonderbolt outfit.

"DaaH!" Dash wiped her eyes with her hooves, attempting to restore the vision she had lost from the flash. "All right, that was close, but we can win this, D.W."

Dash looked around.

"D.W? Dreadwing? Dreadwing! Where are you!?"

Dash gasped. "Oh no. Please no." She flew down and poked her head out of the bottom of the storm.

Dreadwing, in his autonomous robot mode, was plummeting fast. There was multiple bleeding, sparking, smoking cracks in his armor that had a funny pattern to them, like it was a straight wound that had been shifted...of course! The lightning gave him a huge hit in vehicle mode, and the wound split up when he transformed!

...Why did he transform!?

"DREADWING!" Dash shouted.

Dreadwing somberly looked up. "My apologies, Rainbow Dash. The thunder struck hard, and I was unable to maintain flight. I am..."

Dash's heartstrings were jerked forcefully at the expression on Dreadwing's face; it was the same expression she had whenever her ego had taken a blow and she needed to confess to a mistake.

"Ashamed to say I will not be able complete the test with you."

Dash's eye got a little teary. There wasn't anything she could for her wingpony. All the other cadets were occupied, if not taken out by the test, and even she could gather them all up, there was no grantee their combined strength would be enough to lift a freakin' jet robot.

"STOP THE TEST!" Rainbow screamed at the top of her lungs, just loud enough to drown out the thunderstorm. "MARE DOWN! MARE DOWN!"

Rainbow Dash could generators powering down, and crackles of electricity as the super-charged thunderstorm lost its charge.

Everypony flew out and down to see what was the matter. They all gasped and muttered hopeful prayers when they saw Dreadwing falling.

They all closed their eyes as the heard the unpreventable thunk of metal. The entire crowd, Rainbow Dash and Spitfire in front, flew down to see just how bad the damage was.

"Dreadwing! D.W! D.W! Dreadwing! Wingpony!" Dash cried, setting herself down on Dreadwing's cockpit. "Say something! Anything! Just...something!" She cried and pounded on his chest, for all the good it would do. Once she realized her thumping was going to accomplish scrap-all, she collapsed on him.

"You were...you were good enough to be my wingpony." Dash admitted, before sliding down his side onto the ground, where Spitfire was ready to embrace her. Neither of them noticed gaps in the crowd being formed as somepony shoved their way up front. Gilda and Lightning Dust were in talking distance of Rainbow Dash and started spewing out brags and boasts before taking in the sad scene.

"It'll be okay, Dash. He'll be fine." Spitfire said softly.

"I should've...I should've told him to stop! I should've said that I could go on without hiiim!" Dash buried her face into Spitfire's wither.

Gilda and Lightning dust looked hesitant, but being the narcissists they were, they kept on. "Yo, Dash! I know you're in the middle of something here, but we got a score to settle with you!"

Dash sniffed and raised her head. "Gilda? Lightning Dust?"

"What are you doing here!?" Spitfire growled at Lightning Dust.

"Me and G here are ready to get back at Rainbow Dash for embarrassing us both!" Lightning Dust bragged.

Dash stammered and scoffed. "I embarrassed you!? No offense, but you two did that to yourself by being mean, unsympathetic, totally uncool-"

Gilda roared and charged, slashing Rainbow Dash across the chest and making her bleed.

"HEY!" Spitfire shouted. Lighting Dust pushed Spitfire away before the the yellow mare could get Wonderbolt on Gilda's exhaust port.

"You stay out of this." Lightning Dust warned her. Spitfire growled.

"You...will BOTH stop...or you will leave me no choice." A deep, weakened voice said. He sounded like he could barely stand, but was going to keep his threat no matter what.

"Tch!" Gilda clicked her tongue. "Whatever, loser. Get lost while me and Dusty pound Dash."

A red laser clipped at the edge of Lightning Dust's wing, searing the tip right off. Lightning Dust looked at Dreadwing's raised arm with a smoking gun.

"That is your only warning." Dreadwing clicked the gun.

Lightning Dust and Gilda took the hint, and took off for the sky.

Rainbow Dash looked up. Dreadwing smirked down at her.

"Dreadwing! You're alive!" Rainbow Dash flew up and hugged Dreadwing on a jutting armor panel.

"Barely." Dreadwing choked out.

"How did you manage to pull that off?" Dash pointed to the fleeing Lightning Dust and Gilda.

Dreadwing's expression suggested he didn't really know himself. "I don't know... I could see darkness, and I heard you being hurt and...I felt a surge of energy inside me." Dreadwing 'explained'.

Dash smiled and muttered something inaudible under her breath about 'magic of friendship' before she noticed she was in front of ponies, then cleared her throat and gave Dreadwing a very gentle buck on the chest. "Not that this makes us friends, or anything."

Rainbow Dash fluttered away. Dreadwing watched her go with a uneven expression that turned into a laughing smile once she was gone.

"Of course it doesn't. HaHaaa..." He laid himself back down on the grass. He gave a quick gaze at Spitfire. "Despite my surprising recovery, Commander Spitfire, I still require medical attention."

Spitfire chuckled. "You know, Dash told me about Fluttershy's Insecticons...I'm sure she's learned more than enough to take care of you for awhile."

Dreadwing bit his lip.

For some reason, the idea of being nursed by Fluttershy scared him more than the idea of going back into the thunderstorm...


(Low, Deep Jazz Lines)
I guess, we are both blue...

And Just because you're my wingpony...

Doesn't mean I have to dislike you...

Sure, you take a really nasty fall...

But maybe...

(Strumming)

Maaaaybe...

We caaaaan be friends, after all...


Author's Notes for "On New Wings"

I typo-ed Spitfire's name as "Spitefire" multiple times while typing this. Including in this note!

Given Dreadwing's character, it seemed natural he would go out and do a little soul-searching in a canon where Megatron is dead. Of course, wouldn't it be hilarious if his quest somehow landed on Equestria!? Yeah! That'd be funny, right? And then the ponies would have to learn to trust him and STUFF...

Not entirely sure I made Dreadwing and Dash's blossoming friendship totally believable, but...whatever.

And, because I have no faith in my ability to convey something without explaining in unnecessary detail, the narration line "Escaped convict" is supposed to explain how Gilda is flying around when she was arrested in The Reign of Starscream's end.