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.

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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.