2 warring races of alien robots, the heroic Autobots and the evil Decepticons arrive on Equestria, and the Mane 6 ponies are caught in the middle of the battle. A MLP: FiM retelling of the first Transformers movie. I do not own Transformers or My Little Pony: Friendship is Magic. Please read and review.

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A group of Wonderbolts are flying back to their military base outside of Ponyville. They were doing a field test of some sorts, and they are returning to base. When they get back, they notice the place is on high alert. Two of the Wonderbolts named Spitfire and Soarin' goes up to the general to ask what's going on.

Soarin': "What's going on here? Why is everypony so hyped up?"

General: It appears we have an unidentified object heading into the base. We don't know where it came from, but we DO know it's not from here. So, we're investigating its approach.

Spitfire: "Makes sense. But, uh, what is it?"

General: "We don't know. There it is".

Suddenly, the flying object lands in the base, and the Wonderbolts surround it. The object looked completely alien. It was clearly not from Equestria. But suddenly, the object started to shift and change. It began transforming. Hands and feet came out of it, plus a head. It transformed into a 40 foot humanoid robot. The robot was named...Shockwave! Shockwave was a purple Decepticon. He had one red cyclops eye. Instead of another hand, his left arm was a plasma cannon. His other arm had a blade on his elbow. He was a menacing-looking creature. Shockwave looked down at the Wonderbolt ponies crowding him.

Spitfire: Hold your fire, men. I don't know what this thing is, but let's try to determine its intentions before we do anything we'll regret.

Soarin': I'll try to talk to him. OH GREAT AND POWERFUL...ROBOT THING! What do you want? How can we appease you?

The robot growled and roared, and suddenly, one of its hands changed into a cannon. It shot at a Wonderbolt, who jumped out of the way quickly.

Spitfire: "All units, fire at will! TAKE THAT THING DOWN!

The Wondebolts fired their rainbow lasers at the monstrous robot, but they had no effect. The robot fought back with his cannon, destroying buildings and decimating the Wonderbolt soldiers. Shockwave rampaged through the base and left chaos in his wake. Fires spread across the base. A Wonderbolt attempted to shoot a beam from his horn, but the robot was undeterred. The robot just smashed the hangar and destroyed the weapons armory. Shockwave then stomped his way towards the communications network and attempted to hack into classified data.

Soarin': Why is that thing trying to hack into the communications network?

Spitfire: I don't know and I don't care. As long as we take him down.

Shockwave blasted at Spitfire, narrowly missing her but sending her flying and landing face flat into the dirt.

Soarin': "I don't what you are, but you are not getting away with this attack!"

Shockwave: "I personally think otherwise."

Shockwave pointed at Soarin' with his cannon, but was hit by a Wonderbolt Beam. It was Fire Streak.

Fire Streak: "DIRECT HIT!"

Shockwave stared at Fire Streak with his single red cyclops eye. He continued his rampage through the base and left it in ruins. After destroying the Wonderbolt base, Shockwave hid in the desert then reported to another giant robot known as Megatron. Shockwave made off with the data he needed and reported back.

Shockwave: "Megatron, this is Shockwave. I have got the data you desire. With it, The Allspark will be ours and we will rule this pathetic planet known as Equestria."

Megatron: "Excellent, Shockwave. You will be rewarded for completing this mission. Do you have the location of the Allspark?"

Shockwave: "I do. It is in the hands of a Equestrian known as...Applejack!"

The next morning, in Ponyville...

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Applejack was eagerly trotting around town because she was very happy. She found a really cool glowing rock. It was such a rare sight she had to keep it. So, she now wanted to show her friends. She saw Twilight Sparkle, Rainbow Dash, Fluttershy, Pinkie Pie, and Rarity walking toward the castle. Applejack ran over to them.

Applejack: "Hey, guys. Check out what I found. It's a really cool glowing rock. Take a look. Isn't it cool?"

Pinkie Pie: "Ooh, I love rocks."

Rainbow Dash: "It does look cool, but are rocks supposed to be shaped like cubes and glow like that?"

Twilight Sparkle: "A few do, but none of them are cube shaped. But that doesn't matter right now. Princess Celestia needs to see us!"

Applejack: "Why? What happened?"

Twilight: "She said that a Wonderbolt military base 300 miles outside of Ponyville was attacked by an unknown force. It wasn't Discord, and it was NOT Queen Chrysalis. It is something new."

Rainbow Dash: "I suspect we're about to find out what it is.'

The Mane 6 entered the castle, where a grieving Princess Celestia was waiting for them. She turned to the Mane 6 and proceeded to explain the situation.

Celestia: "I'm glad you could come today. As you know, the Wonderbolt military base was attacked by an unknown enemy. We couldn't get a clear description of the beast, but here's what we do know. It has the ability to transform into an alternate form, it is 30 feet tall, and it has a cyclops eye. The only lead we have of the attacker is this sound."

Princess Celestia played a recording and it played a hi-pitch metallic screech. It was probably let out by the attacker.

Celestia: "We're not sure where it came from or if there are more of them. All that matters is keeping Ponyville and the rest of Equestria safe from harm."

Twilight: "I won't let you down, Princess Celestia."

Celestia: "Good. I know you won't. Now go."

The 6 ponies left the castle and proceeded to search for clues of the attacker and its intentions. They hoped the creature could have left at least a few clues. Then they spotted large footprints.

Applejack: "Well, I'll be. Do you think these footprints were left by the thing that attacked the Wonderbolt base?"

Twilight Sparkle: "Celestia said he was 30 feet tall. They seem to be the right size."

Rainbow Dash: "When I find him, I'm going to smash him by using my Sonic Rainboom."

Pinkie Pie: "Why did he have to be so mean, anyway?"

Fluttershy: "I'm scared. Do you guys think he'll come back? I hope not."

Twilight: "I don't know."

Applejack: "I'll go look for more clues. Let me know if you find any evidence of the attacker."

Twilight: "OK, Applejack. But PLEASE, be careful."

Applejack: "It's just the woods. What could go wrong?"

Applejack, still carrying the square rock on her back, wandered into the woods to look for more clues the robot could've left behind. Suddenly, she saw something fly past her. It looked like a fighter jet. The fighter jet turned around and flew towards Applejack. Applejack was scared. She didn't know why the jet was following her.

Applejack: "What do you want from me? I didn't do nothing to you? Please stop."

The jet showed its cannons and transformed. Its gears and parts shifted and converted until it took the form of a 34 foot robot called Starscream. Starscream clearly meant business. Applejack stared in fear and shock. She screamed.

Applejack: "HELP! NO! AAAAH!"

Applejack turned and ran for it, but Starscream chased her down. He charged after her, knocking down trees along the way.

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TO BE CONTINUED!

Applejack is being chased by a giant robot named Starscream. Applejack ran as fast as she could, knowing that she was in extreme danger. She didn't know what the robot would do if Starscream got his hands on her. Starscream ripped a tree off the ground and threw it in Applejack's direction. Applejack dodged the falling tree, but Starscream cornered her. He kneeled down to confront her.

Starscream: Are you the Equestrian known as Applejack?

Applejack could barely speak. She was too terrified to do so. She could only mumble in fear.

Starscream: Well, ANSWER ME!

Applejack: Y..yes. What do you want from me?

Starscream: The Allspark. That's what I want. HAND IT OVER! Or I'll rip your spine out of your pathetic little body.

Applejack thought he must be talking about her new glowing rock. She grabbed it and was about to hand it to him, but Rainbow Dash blasted at Starscream with a rainbow beam. It caused Starscream to be thrown against a tree. Starscream got up and looked up at a flying Rainbow Dash.

Rainbow Dash: Leave her alone. What did she ever do to you?

Starscream: She has something I need. And you are NOT going to get in my way, flying equine!

Starscream shot several missiles at Rainbow Dash. RD tried her best to avoid the missiles, but they were coming in fast. She managed to avoid many missiles, but one exploded in front of her, sending her falling to the ground. RD got up and made another attempt to stop Starscream. She flew all over Starscream, with him thrashing his arms all over the place. He couldn't hit her. Starscream got extremely angry and swatted Rainbow Dash to the ground.

Starscream: You pathetic fool. You thought you could stop me. Instead, you have sealed your doom.

With a whir of metal, Starscream's arm turned into a device with a very deadly looking metal object. He proceeded to point it down at Dash. Suddenly a whine of falling objects pierced the tense moment. The Decepticon glanced up.

Starscream: What is that?

From the sky came multiple meteors, varying in size. Several flew overhead, crashing far away in other parts of Equestria. As Applejack looked back up at the meteors, she spotted one coming much, much closer.

Applejack: Oh buck!

The falling piece of metal was easily four times her size, and carved a long trench into the ground. Starscream threw Dash at a nearby tree, stunning her.

Starscream: I'll deal with you later. I got bigger fish to fry.

Applejack pulled herself out of the dust just in time to get half-heartedly kicked by Starscream as he paced towards the fallen object. She curled up in pain as he continued.

A yellow hand reached from the still-smoking crater, gasping onto the dirt. Out climbed another robot, somewhat smaller than Starscream, but armed just the same. The newcomer didn't wait, but charged the larger foe. Starcream laughed.

Starscream: YOU FOOL!

He threw a punch with his normal arm, landing firmly in the smaller bot's chest.

Bumblebee flipped to his feet, catching Starscream in the head in the process. This certainly did not help with the Decepticon's attitude.

Rainbow Dash: ANOTHER ONE!

With a roar, Starscream retaliated with a barrage of blows. None landed as Bumblebee twisted and rolled around the larger bot.

Starscream: You pile of scrap! Let's see how you like this.

Out of Starscream's other arm came a multi-barreled weapon, the opening of each barrel glowing with a flaming orange glow. Bumblebee was forced to roll away as the Decepticon unleashed it's fury, just missing Applejack and setting the tree over Dash on fire.

Rainbow Dash: Hey, watch it!

Starscream mixed it up, firing a missile in a loop around, into Bumblebee's back. He yelled, leaping forward to take advantage of the Autobot being off-balance, but was hit in the face by a well placed metal fist. As he got back to his feet, Starscream noticed four ponies racing towards them. He fired a few shots towards them, but stopped when he saw the purple shield go up around them.

Fluttershy hid behind Twilight, peeking out at the two robots.

Fluttershy: What are they?

Twilight: Talking cars that turn into robots. Or the other way around.

Starscream: I SHALL RETURN!

Starscream turned and lept into the and leapt into the air. Soon he was a spot on the horizon, jet engines pushing past the speed of sound.

When the battle was over, Bumblebee walked up to the ponies, who were still afraid and did not know what to do about this.

Applejack: P..please don't hurt us.

Bumblebee bleeped and blooped, which really meant, "I'm not going to hurt you. I'm a good guy."

Pinkie Pie: Hey, I speak robot. He says he's friendly. Beep Boop Beep Bop bo beep.

Bumblebee replied to Pinkie Pie, and told her everything.

Pinkie Pie: He says he wants us to come with him, and his buddies will explain more.

Twilight: I just know I'm going to regret this. We'll give him a chance, Pinkie Pie, but if he decides to blast you into oblivion, I don't want to hear any complaining.

Bumblebee took the ponies to see his teammates. They were the Autobots. They consisted of Optimus Prime, Ironhide, Arcee, and Ratchet.

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Rainbow Dash: There's more of them. Wait, the big one is coming towards us. Don't provoke him.

Optimus Prime walked up to the ponies and kneeled down to speak to them. He had a serious look on his face.

Optimus: You must be Mane 6, the heroes of Equestria. It's an honor to meet you.

Applejack: Yeah. Thanks Who are you?

Optimus: My name is Optimus Prime. We are Autonomous robotic organisms from the planet Cybertron.

Rainbow Dash: Can we call you Autobots for short?

Optimus: Yes, you may, Rainbow Dash. That's what we call our faction ourselves. Now, these are my comrades. You already know Bumblebee. And this is my weapons specialist Ironhide.

Ironhide: What's up, punks?

Ironhide was a big, hulking bot with cannons attached to his arms. He was black in color and turned into a GMC Topkick truck.

Optimus: And over there is Arcee.

Arcee: How's it going?

Arcee was a blue, female Autobot that turned into a motorcycle.

Optimus: And that is our medical officer, Ratchet.

Ratchet: Charmed.

Ratchet was green in color, and he turned into a Hummer.

Fluttershy: Why are you here?

Optimus: We are here to protect your planet from the Decepticons. It was one of the Decepticons that attacked your military base.

Fluttershy: OK, why are THEY here?

Optimus: They are looking for THAT!

Prime pointed at the cube-like rock that Applejack was carrying on her back. It was the Allspark. Applejack stared at it in confusion.

Applejack: Why would they be here for this?

Optimus: Because it is the Allspark. The Allspark is a device of unspeakable power. Allow me to explain. Before time began, there was, the cube. We know not where it comes from, only that it holds the power to create worlds and fill them with life. That is how our race was born.

Applejack: Your race was born out of a magic cube? Weird, and a little ridiculous, in my opinion.

Optimus: I understand it sounds weird, but it is true. For a time we lived in harmony. But like all great power, some wanted it for good, like us, others for evil, the Decepticons. Megatron, their leader, who was once my brother, betrayed me and our race, and laid siege to Iacon, the captial city of Cybertron. And so began the war. A war that ravaged our planet until it was consumed by death. And the cube was lost to the far reaches of space. We scattered across the galaxy, hoping to find the cube, and rebuild our home with it. Searching every star, every world, and just when all hope seemed lost, message of a new discovery drew us to an unknown planet, YOUR planet, called Equestria. And that is why we're here.

Pinkie Pie: That was SO beautiful. ENCORE, ENCORE!

Rainbow Dash: Yeah, so we know what we have to do, right?

Ironhide: We have to keep The Allspark away from Megatron and his Decepticreeps. That's what we have to do. But we have to warn your ruler, Princess Celestia, of the increasing threat.

So, the Autobots and the ponies drove to Princess Celestia's castle.

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Princess Celestia: Hello, ponies, what's- OH NO! More of the robots.

Twilight: No. It's OK. These ones are friendly.

Optimus: It is true. I am Optimus Prime. We are auton-

Rainbow Dash: OK, we don't have to do that all over again.

Ironhide: In fact, we are here to protect your planet from the real bad guys. The Decepticons.

Celestia: So, they must be the ones that attacked the military base.

Arcee: They are. And their leader, Megatron is planning an assault on Equestria to find the Allspark.

Celestia: The Allspark?

Optimus: Allspark is our life force, the source from which all Transformers originate.

Celestia: Oh. But with the increasing threat of Decepticons, what do we do?

Pinkie Pie: Try to make friends with them again by giving them pies?

Ironhide: HAHAHAHA! Silly pink pony. They would blast you into oblivion. They are not friendly whatsoever. The D-Cons are lean, mean, combat machines. They are hard-hearted, battle tested, masters of camouflage, ambush and sneak attack. They do NOT play fair. They cannot even spell "fair". You do not want them at your birthday party, that's what I'm trying to say.

Pinkie: Aw, that stinks.

Ironhide: We have to hit them hard, which, for you, won't be easy, because with all due respect, your equine species is small, slow, weak, laking bodily integrated weapons systems, like my cannons, and bascially, military-speaking, colossaly mismatched against our Decepticon foes. Now, Princess Celestia, where is the war room. I need to do a mission briefing.

Celestia: It's over in the back.

Ironhide and the ponies walk into the war room for their mission briefing.

Optimus: You'll have to pardon Ironhide. He's a little hard-hearted.

TO BE CONTINUED!

Ironhide and the other Autobots took the ponies into the war room to explain exactly what they're up against: The Decepticons. He began to explain the different kinds of Decepticons there is.

Ironhide: These Decepticons are nothing more than savage brutes that like to destroy everything in their path. INCLUDING ponies. Now, in my class, you wil know exactly what Decepticons you will be seeing out in the battlefield.

1. Megatron, their leader. He is power hungry, pure evil, and unequaled in battle except for Optimus Prime. He would like nothing more than to make all Equestrians, that's YOU, his slaves.

2. Starscream, the Decepticon's air commander and Megatron's second-in-command. He is a crafty, cowardly, and self-serving adversary. Don't turn your back on Starscream, unless you want something sharped buried in it.

3. Devastator, a Constructicon combiner that pulverizes everything in its path, sucking up bots like a deranged vaccum cleaner. If you encounter this one, you will highly likely die.

3. Brawl, a massive Decepticon that turns into a tank. He has 2 razor sharp blades atacked to his knuckles. He also has missile launchers, a cannon, and is heavily armored. If you encounter this one up close, you're DONE for.

4. Shockwave, He was the one that attacked your military base, and he did it well. He is a savage brute that loves the smell of destruction. He is more than willing to kill a few ponies in his path.

Ironhide: These Decepticons, and lots more not mentioned in the video, are a force to be reckoned with. Wait a second, I hear something.

Optimus: All Autobots, make your way to the front gate. The Decepticons are coming! Quickly.

Ironhide: Prepare for battle, guys.

Fluttershy: I'm scared. I hope they don't see me.

Rainbow Dash: Come on, guys, let's go.

The Mane 6 and the Autobots saw a large Cybertronian jet smash through the window and transform into the evil Megatron, the Decepticon leader.

Megatron: HAHAHAHAHAHA!

Optimus: Megatron, we meet again.

Megatron: Yes, Optimus. We do. And you will NOT get in the way of my plans for domination of Equestria and Cybertron. Do you know how long I've waited to find the Allspark and get my revenge on you Autobots?

Optimus: Looks you're going to have to wait a lot longer.

Megatron turned his arm into his fusion cannon and attacked Optimus Prime. Prime grabbed Megatron by the shoulder and punched him in the face. Megatron retalitated by hitting Optimus and then kicking him into Celestia's throne, smashing it and the wall. Princess Celestia got out of the way just in time. Megatron charged at Optimus, who got back up and lunged at Megatron. The ponies could only watch as Optimus and Megatron continued their battle.

Soon, the other Decepticons, Starscream, Shockwave, Brawl, Blackout and Bonecrusher arrived. They arrived to do battle. And a battle it was. Ironhide fought against Brawl, Ratchet battled Bonecrusher, Bumblebee fought Starscream, and Arcee took on Shockwave. Blackout meanwhile attempted to grab the Allspark.

Ratchet: I hope you have a plan, Optimus. I could use help.

Optimus: A little busy right now.

Optimus punched Megatron in the chest, but Megatron fought back by firing his fusion cannon at Prime. Prime was caught in the explosion, sending him flying into the statue room. Optimus and Megatron continued their battle, smashing several statues in the process. Princess Celestia's royal guards arrived and began attacking Megatron.

Megatron: Fools! You really think you stand a chance against ME? How pitiful!

Megatron swatted most of the guards out of the way and blasted at a few with his fusion cannon. Megatron turned his attention back to Optimus, and grabbed and slammed him into the floor. Optimus took out his Ion Blaster and began shooting at Megatron. The bullets hurt, but they also made Megatron angrier.

Megatron's hand turned into a flail and he started battering Optimus Prime with it. Optimus took out his Energon sword and stabbed Megatron in the leg with it. But Megatron managed to get up and pounded Optimus. Megatron then turned his attention back towards the Mane 6. Megatron smashed through a wall, and came towards the ponies.

Megatron: FOOLS! YOU CAN'T ESCAPE MEGATRON! GIVE ME WHAT IS MINE! GIVE ME THE ALLSPARK!

Applejack: I'm NEVER giving you this Allspark, Megatron, so just give up.

Megatron: Oh...so unwise. Then I'll take it...BY FORCE!

Megatron attempted to step on Applejack, who avoided Megatron's attacks. Rainbow Dash flew all over Megatron as he did with Starscream. But Megatron was much more clever than Starscream, and grabbed Rainbow Dash and slammed her to the ground. Fluttershy hid, and even Pinkie Pie was scared. Twilight attempted to use magic to fight, but that wasn't enough to deterr Megatron. Optimus arrived back in the battle and lunged at Megatron.

Optimus: Go! You have to destroy The Allspark. Quickly! GO!

Ratchet: I'll escort you to ponyville. Hop in!

Ratchet turned into his vehicle mode and 4 of the Mane 6 got in him while the other 2 got in Ironhide. They drove over to Ponyville for the final showdown against Megatron and the Decepticons. Megatron broke free of Prime's grasp, turned into a Cybertronian Jet, and made his way towards Ponyville.

Meanwhile...

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Optimus Prime quickly changed into truck and began to head for Ponyville himself to stop Megatron. But it was hard to see where the others went because all the trees in the forest were blocking the way. Suddenly, a large tank started firing at Optimus. Optimus dodged the explosions as fast as he could. Then, the tank turned into a gigantic Decepticon known as Brawl. Brawl was an enormous Decepticon that had 2 missile launchers, a cannon and was heavily armored. He also had long sharp blades on his knuckles.

Brawl charged at Optimus, who changed into robot form to take on Brawl. Brawl lunged at Optimus, and both tumbled through the forest, knocking down trees as they went. They both got up, and Brawl open fire with his missile launchers. Optimus avoided the missiles and the explosions that followed. Prime took out his dual energon swords and sliced off one of Brawls missile launchers. Brawl attacked with his blades, but Optimus' agility helped him avoid those.

Brawl took out his cannon and opened fire, and a missile hit Optimus, sending him flying through several trees. Optimus got back up and jumped over Brawl, and sliced his head off. Brawl's headless body crashed to the ground. He was dead. Optimus turned back into a truck and continued his drive over to Ponyville.

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TO BE CONTINUED

It was the afternoon in the town of Ponyville. The citizens were hanging out and having fun. Spike, a young dragon, was watching over Twilight's house while she was out. But suddenly, he spotted something in the shape of a jet. He looked up and saw it was heading for him.

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Spike: What is that thing?

The jet transformed and changed into Megatron, the evil leader of the Decepticons. Megatron let out a roar of fury, which made all the ponies in the area look in fright. They turned around and saw the towering Decepticon leader standing there.

Megatron: Ponies of Ponyville. I am Megatron, leader of the Decepticons. And I have a message for you.

Megatron's left arm turned into his fusion cannon. Then he let out a menacing smile.

Megatron: ...And that message is DIE!

Megatron shot at one of the buildings, causing it to explode. Debris rained down on the ponies as they screamed and began fleeing in terror. Megatron stepped on a fruit stand and smashed a house with his bare hands. Megatron rampaged through the streets of Ponyville, leaving destruction in his wake. Megatron used his fusion cannon to blow up a grocery store. Ponies were fleeing in drones as the evil Decepticon stomped through the town. Spike quickly ran out of the way as Megatron started stomping towards his area. He smashed Twilight's house, reducing it to rubble.

Megatron grabbed a water tower and threw it down the street, sending a barrage of water at fleeing ponies. The Decepticon swatted at a building, destroying 3 floors and ripping the roof off. Megatron turned his hand into a flail and used it to destroy more buildings. Meanwhile, Princess Celestia was grieving as she was watching Megatron tear apart Ponyville. She knew something had to be done.

Celestia: I'm sending in the Wonderbolts. Because Megatron must be stopped.

Suddenly, the Wonderbolts flew out of the hangar and deployed for battle. Meanwhile, Optimus Prime, The Autobots, and The Mane 6 arrived in Ponyville and they were ready to take on Megatron.

Optimus: Megatron, today you answer for your crimes against Cybertron and against Equestrians. One shall stand. One shall fall.

Rainbow Dash: So, it's 11 against 1, huh?

Applejack: Doesn't seem like a fair fight. Am I right?

Megatron: Oh, I disagree. I have some friends of my own. DECEPTICONS!

The Decepticons arrived and Bonecrusher, Shockwave, Blackout, and Starscream arrived by Megatron's side. The Mane 6 looked in shock.

Twilight: 11's not enough.

Megatron: Let the battle begin!

The Autobots and Decepticons charged at each other. Ironhide battled Blackout, Bumblebee fought Bonecrusher, Ratchet attacked Shockwave, and Arcee did battle with Starscream.

Starscream let out everything he had at Arcee. But thankfully, Arcee's small size and agility helped her avoid Starscream's attacks. Bumblebee turned his arm into a blaster and began blasting at Bonecrusher. Bonecrusher knocked Bumblebee into a building in a rage. Ironhide and Blackout got into a gunfight, and at the moment, Blackout was winning. Ratchet dodge Shockwave's missiles and jumped on him and sliced at his shoulder with his buzzsaw. Meanwhile, Megatron and Optimus stared each other down for a few seconds.

Optimus: It's you and me Megatron.

Megatron: NO! It's JUST ME, PRIME!

Megatron and Optimus charged at each other. Megatron lunged at Optimus. Optimus and Megatron tumbled around and smashed through a building doing so. Optimus got up and activated his Energon swords. They were glowing and bright orange in color. Optimus charged at Megatron and started stabbing him. However, Megatron had a sword that popped out of his arm. Optimus attacked Megatron with his sword, but Megatron blocked the attack with his own. Megatron slashed at Optimus, slicing a cut in his leg. Optimus grabbed Megatron's arm and stabbed it. Megatron fought back, and unleashed a powerful punch on Optimus' face. The force of the impact sent Optimus crashing into a store, reducing it to rubble.

Optimus: Applejack, get out of here. Megatron is too dangerous!

Megatron grabbed Optimus by the soliders and threw him into a house, smashing it to pieces. Many ponies continued to flee in panic as the battle went on. Megatron ran over to Optimus and grabbed him and slammed him into the pavement. Megatron roared in Optimus' face as he continued pounding on him.

Megatron: YOU STILL FIGHT FOR THE WEAK! THAT IS WHY YOU LOSE!

Rainbow Dash saw Optimus getting the snot beaten out of him by Megatron and decided she had to help somehow. She flew up to Megatron and swarmed him like an annoying house fly. Megatron began thrashing around.

Megatron: INSOLENT FLEA! I WILL CRUSH YOU!

Megatron swatted Rainbow Dash out of the way. Twilight Sparkle ran over to Rainbow Dash.

Twilight: When are you going to learn that probably won't work?

Rainbow Dash: Well, it did once.

Twilight: Let me handle this.

Twilight shot a beam out of her horn, which hit Megatron in the back. Megatron turned to Twilight and grabbed her. Twilight screamed in fear as Megatron got a hold of her in his large metallic claws. He lifted her 20 feet off the ground. Megatron just laughed at Twilight's attempts to escape Megatron's grasp.

Megatron: I know your weakness, Prime. You care about the safety of lesser beings. Don't take another step towards me, or I'll squeeze this pony into pulp.

Optimus: You've gone too far this time, Megatron. Let the pony go and FACE ME!

Twilight: Optimus! Just listen to him. I don't want to die.

But Megatron felt something ram into his leg. It was Rainbow Dash. She reached top speed and rammed him in the leg. Much to Megatron's surprise, it actually hurt him. He kneeled down in pain, and dropped Twilight. Twilight began to fall to the ground, but Optimus reached out and she landed on Prime's metallic hand.

Optimus: I got you. Don't worry.

Optimus gently let Twilight go and she ran off to aid Applejack. Megatron just laughed at Prime's inability to sacrifice a few tiny creature.

Megatron: How pathetic. Defending these equines. That's your problem. You're too soft towards inferior creatures. They don't even deserve to live. So unwilling to sacrifice a few insects to give life to a reborn Cybertron.

Optimus: That is where you are wrong, Megatron. They deserve to choose for themselves. It is not right to sacrifice the Equestrian lives even for the sake of our own.

Megatron: Very well, Prime. If you insist. You chose your side. Now, PERISH WITH THEM! JOIN THEM IN EXTINCTION!

Megatron's metallic arm began to shift and change into a powerful fusion cannon. He fired at Optimus, hurdling towards a pie shop, smashing it. Pinkie Pie was really upset by that.

Pinkie Pie: NO! Not the pie shop! That was my favorite place. YOU'LL PAY FOR THIS, MEGATRON!

Optimus Prime got back up and used his Ion Blaster to shoot Megatron. Megatron got hit by the blast and retaliated by firing his fusion cannon at Optimus Prime, sending his flying into Applejack's apple tree, knocking it over.

Applejack: HEY! Do you know how hard I worked to grow that thing?

Optimus: My bad.

Applejack: It doesn't matter.

Megatron: Don't think I've forgotten about you, you treacherous equine! GIVE ME THE ALLSPARK!

Applejack ran as fast as she could with the Allspark on her back. Megatron charged after her. Twilight Sparkle saw her running and joined her.

Twilight: Hold on! I have an idea.

Twlilight used her magic to create a plasma blockade to deter Megatron. At first it worked. But then, Megatron pounded on it so hard that it broke. Megatron continued pursuing Twilight and Applejack.

Megatron: GIVE ME THE CUBE YOU PATHETIC EQUINES!

Twilight and Applejack jumped inside a fruit stand and hid there, hoping Megatron won't see them.

Applejack: I can't believe this, Twilight. I'm scared.

Twilight: Shhh. Be quiet and he won't hear or see us.

Megatron stopped near the fruit stand and looked around the street slowly, stalking them like a predator with his prey. Megatron growled as he searched for those 2 pesky ponies.

Megatron: I know you're here somewhere. You can't escape!

Megatron then got closer to the fruit stand. He sniffed it, hoping to catch the ponies' scent. But he didn't catch it. He growled and walked away.

Applejack and Twilight: Whew.

Suddenly, the fruit stand started to break apart. Megatron lifted up the fruit stand, revealing Applejack and Twilight-AND the Allspark. Megatron tossed the fruit stand aside. The 2 ponies held on to each other and screamed in fear. Optimus jumped in and lunged at Megatron before he could get his hands on the ponies. Megatron roared in anger as Optimus charged back into battle.

Optimus: Applejack! LISTEN, if I can't defeat Megatron, you must push the cube into my chest. I will sacrifice myself to destroy it.

Meanwhile...

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Ironhide arrived to assist Arcee with Starscream. Ironhide killed Blackout by shooting him in the head. Arcee and Ironhide surrounded Starscream. But Starscream turned into a jet and flew off.

Meanwhile, the Wonderbolts were flying towards Ponyville (what's left of it anyways) to blast any Decepticons they see.

Spitfire: OK, men. We've got friendly bots mixed with bad bots. We need to aim carefully so we don't hit the good robots. Just the bad ones, like Megatron.

Soarin': Roger. Closing in on Ponyville.

Suddenly, they saw Starscream below them. Starscream turned into robot mode and flew up towards them.

Spitfire: It's Starscream. Watch out.

Starscream swatted a Wonderbolt out of the sky and shot at 3 others, sending them crashing to the ground and exploding.

Soarin': Engaging! Direct hit.

Soarin' hit Starscream. Spit fire joined in and they both started shooting magic beams at Starscream, critically injuring him. Starscream crashed to the ground.

During the battle in Ponyville so far, Starscream got shot down by Wonderbolts, Bonecrusher got his head blown off by Bumblebee, Shockwave got his eye ripped out by Ratchet, and Optimus and Megatron were still fighting, and Megatron was beating the crap out of Optimus. Rainbow Dash decided she couldn't stand anymore of this.

Rainbow Dash: He's kicking Prime's butt. Something HAS to be done. Time to use the Sonic Rainboom as a weapon. Has that ever been done before? I don't think so. I hope this works.

Rainbow Dash flew high up in the clouds at 30,000 feet and started descending at 600 miles per hour. Megatron was finally about to finish off Optimus Prime once and for all, but the Wonderbolts finally arrived.

Spitfire: There's Megatron, take him out.

Spitfire and her Wonderbolt squad attacked Megatron by shooting him with laser beams, crippling Megatron. The Wonderbolt's onslaught against Megatron blew his left leg off and destroyed his right hand. But Megatron, even in his damaged state, made a last effort to get the Allspark.

Megatron: I'll kill you, you worthless worm. MY ALLSPARK!

Rainbow Dash's speed was now 800 miles per hour, and she did it. She used the Sonic Rainboom on Megatron. She tore through Megatron's chest and destroyed his spark chamber. Megatron was now crippled and dying. Eventually, Megatron's piercing red eyes began to fade. Those eyes then turned off. Megatron fell to the ground and his body went limp. The Decepticon leader was dead. Megatron look at Megatron's body, and had a grieving look on his face.

Optimus: I'm sorry, brother. I never wanted to be this way. You left me no choice.

Optimus walked over to Rainbow Dash, the one that killed Megatron.

Optimus: Rainbow Dash. I'm proud of you. You single-handedly took down the Decepticon leader with that cool technique of yours.

Rainbow Dash: Thanks Optimus.

Ironhide: Well, I'm surprised. I guess I was wrong about calling your race weak and stuff like that.

Arcee: Yeah.

Optimus: All that matter is that the Decepticons are defeated and the Allspark is safe. You all did good.

---

TO BE CONTINUED...ONE LAST TIME IN THE EPILOGUE! Like how Spike gets a cameo in this fic? Next will be the epilogue, with Optimus Prime making a speech. Plus, the water tower thing in Megatron's rampage was a partial reference to the MLP: FiM episode, "Secret of my Excess", when a gigantic Spike steals a water tower, leaving the water and having it flood towards fleeing ponies.

Otherwise, enjoy Optimus Prime's final speech in the next chapter.

This is the epilogue. It's not much really. It's basically Optimus Prime making a speech.

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Optimus Prime: It has been at least 2 weeks since the death of Megatron. His body has been thrown into a lake outside of Ponyville. The Decepticons were destroyed, and the Autobots are currently helping rebuild Ponyville, which was destroyed in the fight. Our new equine friends are currently heading back to their normal lives. They can rest easy knowing that Princess Celestia was forced to destroy The Allspark, so no one could use its power again. My Autobot comrades and I are still in Equestria, and we have vowed to protect Equestria from any threats that could harm it.

I am Optimus Prime. And I send this message to any surviving Autobots, taking refuge among the stars. While with the Allspark now lost forever, we cannot rebuild our home planet unfortunatley. However, fate has provided its own reward. A new planet to call...home. We watch over its people ready to protect them from evil.

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THE END!

However, there is right now a post-credits scene. Here it is.

The camera cuts to a valley in the mountains of Equestria. Something is coming from behind it. The figure is Starscream, the only Decepticon that survived the battle. Starscream is badly damaged and is hiding out in the mountains.

Starscream: Those Autobots think they've won. But they have not. I will destroy them all. There are thousands of Decepticons still in space. I must contact them. Then, we will destroy those Autobots and Equestria will burn beneath the feet of the Decepticons. HAHAHAHAHAHAHAHAHA!

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This post credits scene hints that if this fic becomes popular enough, I MIGHT do a sequel.