Megatron stood on the deck of his warship, his arms cross as he coldly gazed down at his minions. The common troopers subtly glanced over their shoulder, trembling as his burning red eyes pierced their souls. Their fear almost made him grin, and he couldn’t help but chuckle on the inside. Suddenly, the ships monitors came alive. Alarms flashed as computer screens went wild, text columns scurrying across them. “Soundwave, what is going on?” he asked.

Soundwave tapped the keys of his console in rapid succession, the images on his faceplate matching the images on the monitor. Finally, the alarms quieted, leaving the outline of a small planet, with two columns of Cybertronian text. Megatron leaned on the computer next to Soundwave, quickly examining the writing. “Are you sure this is accurate?” he questioned, Soundwave answering with a nod. “If this is true, this may be the most energon rich planet since Cybertron itself. Send a message to all Decepticons on Earth, order them back to the Nemesis immediately! And don’t even bother encrypting the message, I want it sent as soon as possible” he turned, facing his second in command. “Starscream, locate Knockout, and bring him here” he ordered.

“Yes my liege” said Starscream as he snapped to attention. He walked through the doors towards the flight deck, motioning to a pair of troopers to follow him.

Megatron looked out through the Nemesis’ giant frontal window, grinning, the faint starlight glistening off his shark-like teeth.

On Earth, Ratchet stood in the Autobot base, laboring over a computer screen, when a message appeared on the monitor. He quickly read the message, gasping as he realized who sent it. He pressed a button, contacting the other Autobots.

Optimus and the other Autobots stood in a dark, dank tunnel, their only source of light the faint glow of the blue energon crystals they were harvesting. Arcee, Bulkhead, and Bumblebee carefully plucked the energon from its rocky tomb, while Prime and Smokescreen stood guard. Suddenly, their comlinks sprang to life, quietly ringing. “This is Optimus, go ahead Ratchet” said Prime lifted his finger to his comlink.

“Optimus, you need to return to base, now” the doctor told him.

“Why is that?” he asked.

“The Decepticons just sent an unencrypted message to all their planetside soldiers calling them back to the warship. I’m also seeing something approaching Earth’s orbit. Optimus...I think they’re trying to leave Earth.”

That was all Prime needed to hear. “Open the ground-bridge” he ordered, a blue portal appearing in front of him moments later. “Autobots, we’re leaving” he told them.

“Why? We’re not even half done collecting this energon” Bulkhead said.

“There is no time to explain. Transform and return to base” he said. The Autobots obayed Prime, changing into their alt modes and driving through the portal. As soon as they drove onto the base, Ratchet closed the ground-bridge, only to open it again. They changed forms, Optimus leaning over Ratchet’s shoulder. “You’re certain they’re leaving?” he questioned.

“No doubt about it. The Nemesis is already preparing to depart through their space-bridge” he told him.

As they talked, the last Autobot, Wheeljack, joined them. “You called ‘doc” he asked.

“Yes, we require use of your ship. The Decepticons are leaving” Ratchet explained.

“So, I get to bust some ‘con heads?” he asked again, chuckling with enthusiasm.

“Perhaps, but we first need to follow them to the space-bridge. Autobots, board the Jackhammer” Prime ordered.

Bumblebee moved his head side to side, gesturing with his hands as he bleeped and blooped, causing Optimus to sigh. “I’m sorry Bumblebee, but if we are to catch Megatron, we need to move now. There is no time to say goodbye” he grudgingly told him. The wings on Bumblebee’s back sank, as he slowly shuffled out of the base along with the other Autobots. Prime turned to the green monitor, glaring at the graphics. “What are you planning, brother…”

The Nemesis slowly lurched towards the swirling blue and green vortex that was the space-bridge, the crew busily preparing the ship for an interstellar jump. The doors to the deck slid open, revealing Starscream, Knockout, and Airachnid. “Lord Megatron, all soldiers are present and accounted for. We are ready to space-bridge” Starscream told his leader.

“Excellent” Megatron said, grinning as he crossed his arms behind his back.

“What’s with the sudden departure, my lord? I though we planned to stay on Earth for the foreseeable future” Knockout asked.

“Soundwave has discovered an energon rich planet on the other side of the galaxy, one with a stockpile nearly as abundant as Cybertron” he explained.

Suddenly, alarms began to sound again. A small craft sped past the deck’s viewport, leaving a faint vaportrail in its wake. “Soldier, what was that?” Starscream asked.

“An Autobot shuttle, commander” answered the trooper.

Starscream chuckled, rubbing his hands together. “Do the foolish Autobots truly believe they can stop us from leaving. Trooper, ready all weapons, and fire on that-gah!”

Without warning, Megatron backhanded Starscream, sending him flying across the room, until the wall stopped him from flying further. “Cancel that order! Do not fire, you fools!” he shouted frantically.

“What was that about?” Knockout asked. Starscream slowly righted himself, a small stream of energon running down from his bottom lip.

“If a single shot missed its mark, the results could be catastrophic. We could arrive in the wrong location, say, the center of a star, or merely be lost in the void” Megatron explained.

The Autobot shuttle sped into the portal, followed closely by the bow of the Nemesis. After a few seconds, both ships emerged on the other side of the galaxy, in the orbit of a small, Earth-like planet. Megatron grinned sinisterly as the tiny ship began to peal away from them. “Now,” he paused, sighing with pleasure. “fire all weapons.”

A million red energon bolts left the Nemesis, darting towards the smaller craft. Aboard the small ship, Wheeljack frantically shifted the controls, barely avoiding the bolts of energy that whizzed past him. Despite his efforts, one of them nicked the hull, then two more struck the engines. He wrestled the controls, trying in vain to stabilize the ship. Next to him, Ratchet frantically punched buttons, attempting to keep the craft from exploding. Behind him, the cramped Autobots were thrown about, jerked one way and another by the ship's artificial gravity.

“Wheeljack, make a pass at their engines” he ordered, wedging himself between the pilot’s and copilot’s seats. Wheeljack did as he was told, navigating around the Nemesis towards its engines, dodging nearly every energon bolt that flew past them. When they reached the aft of the ship, Prime slammed one of the buttons on the console. A pair of missiles dropped out of the bottom of the shuttle, screaming towards the Nemesis’ massive thrusters. They struck towards the base of the engines, creating brilliant, purple and blue explosion. The entire ship shuddered, forcing the crew to latch onto something, or risk being thrown around like a ragdoll. The shockwave sent both ships spiralling towards the planet, each forming a dome of heat as they entered the atmosphere.

The two royal sisters strolled through the Canterlot garden, unwinding from a hard day’s work. Mist covered the garden in a thin grey shroud, and the air chilled them through their coats. “So, Nightmare Night is coming up. Do you plan to visit Ponyville again?” Celestia asked.

“I don’t see why not, besides, it would disappoint the fillies and colts if  “Nightmare Moon didn’t give them a scare” Luna told her as the both chuckled. “What about you? Do you have any plans for my holiday?”

“I wasn’t going to do much,” Celestia paused, leaning in closer to her sister. “except maybe a little trick-or-treating” she whispered.

“You do have a sweet tooth, don’t you sister?” The elder alicorn opened her mouth to speak, when Luna pointed her front hoof to the sky. “Do you see that?” she questioned. Celestia squinted, looking into the night sky, spotting two small, orange objects falling towards them with great speed. The two bright spheres grew larger, as they soared towards the palace. The orange flame that surrounded the masses faded, revealing the Jackhammer and the Nemesis. The sisters dove for cover as the two ships flew over them. The Jackhammer passed over the city, leaving it unharmed, while the Nemesis nicked the top of the palace, creating sparks as it ground against the metal tower.

They watched as the now smoking warship slowly fell through the sky, landing on the forest just outside Canterlot. Both alicorns stared at the glow over the hill, their mouths wide open. They glanced at each other, then back at the wreck. "Sister...what was that?" Luna asked.

"I...I don't know" she answered. After a little more silence, one of the guards entered the garden.

“Princess Celestia, Princess Luna, are you alright?” he asked.

“We’re fine” she assured him as they walked into the castle.

“Gather the other guards, and make sure no-pony goes into the forest. Luna and I will investigate” she ordered.

“Princess, I must object. This is far too dangerous” he said. Celestia stood closer to the guard nearly half her size, her normal princess smile traded in for a look of annoyance..

“Rest assured: Luna and I are capable of defending ourselves. Now go, take care of our subjects.” The guard saluted, but just before he left, the turned back to the princess.

Celestia and Luna reunited on the edge of Canterlot, both clad in armor. Celestia wore a gold colored helmet with two spikes flanking one long blade extending just past the end of her horn. A golden breastplate, decorated with a likeness of her cutie mark with a purple crystal in the center, protected her heart. Three curved plates, the center one having a notch to allow her wings to be free, lead to a flank-plate with another likeness of her cutie mark laying over her mark. A razor ran up the front either wing, turning both appendages into lethal weapons. Grieves protected all four of her legs, each with a crease running up the center of the plates. Her upper legs and underbelly were defended by lavender chainmail leading to shoulder plates on her front two limbs. Four interlocking metal bands safeguarded her neck, and while they were extremely strong, they were also extremely flexible. Her face was protected by the two pieces of her helmet flanking her muzzle and the single piece extending the length of her face.

Luna’s armor was very different from her sister’s. he wore no helmet, her grieves were shorter, and dark purple chainmail protected most of her body. Aside from her grieves, only her breast, neck, and flank plates remained. Her breastplate was adorned with a glowing, silver likeness of a crescent moon. “Are you ready, sister?” she asked. Celestia gave Luna a nod, and they entered the forest.

They were both careful as they entered the woods, unsure of what lay ahead. They slowly crept through the forest for what felt like an eternity, until a voice drew their attention. “Look out.” Luna saw a large, red ball of light flying toward them, and grabbed her sister and pulled her to the ground. The red bolt flew over them, burning through a tree before disappearing from sight.

Another soldier, identical to the one that had just fallen, entered the gardens. The blue and red titan retracted the cylinder, this time calling forth some sort of blade. He ran at the second of the two attackers, dispatching him with a slash through the chest. A reddish-orange crease appeared as the halves of the trooper slid apart.

Optimus leapt from the treeline, as did two vehicons. They attacked Optimus, though he shot one of them before he reached him. The second soldier shot at Prime just as he reached him, but he overshot. Optimus elbowed in the face, stunning him, before shooting him through the chest at point blank range. “Are you alright?” he asked the sisters. They both backed away from Optimus, pointing their swords at him. Celestia was only half his size, and she was one of the largest, if not the largest pony in all of Equestria. “I don’t want to hurt you” he told them.

“How do we know you’re telling the truth?” Luna asked.

“If I wanted you dead, I wouldn’t have told you to duck” he pointed out. The sisters exchanged a glance, before lowering their guard.

“What are you, and are there more of you?” Celestia asked.

“We are a race of Autonomous Robotic Lifeforms; Autobots for short. There are six of us on this world: Bulkhead, Bumblebee, Ratchet, Wheeljack, Arcee, and Smokescreen” he told them.

“Who were those that attacked us?” Luna questioned.

“Those were our counterparts, the Decepticons. They started a civil war that forced us from our home planet” he explained quickly, periodically looking over his shoulder.“It would be in our best interests to find them, before-” A massive silver mass smashed into Optimus, carrying him back into the treeline. Celestia and Luna jumped as Prime was knocked off his feet.

Optimus wasn’t sure what hit him, but whatever it was, he delivered a sturdy kick to part of it. The thing let go of him, but he kept moving, until a tree stopped him. “Greetings, Optimus” said Megatron.

Optimus drew his sword, sliding on his battle mask. Megatron charged him, whirling around furiously.  “Their swords met, sending sparks flying as metal ground against metal. He slashed again, and again, Prime blocked his attack. Then he grabbed Prime’s head, slamming it against the dirt.

Celestia and Luna were watching the battle, protected by a magic shield. Celestia began to move, but Luna stopped her. “Sister, what are you doing?” she asked.

“We have to help him” Celestia said.

“Why? How do we know we can trust him?” Luna asked again. Megatron stabbed Optimus, but Prime broke free at the last second. However, he wasn’t fast enough, and Megatron’s sword impaled his arm. He howled in pain, struggling and thrashing, as the cold steel dug into the ground. Celestia broke free from Luna’s grip, running toward Optimus. Before she reached him, Megatron removed his sword from Prime’s shoulder. This gave Optimus an opening, to grab his foot. He swept with one of his own legs, knocking Megatron off balance, then threw him with all his might.

The Decepticon was sent flying, crashing through trees and brush. As he skidded to a halt, swarms of Vehicons came to their master’s aid, lead by Starscream. Starscream was silver with a few red highlights on his head. His legs and arms were disproportionately slender compared to his chest, and he wore two large, gunmetal grey shoulderpads. Each of his fingertips were very sharp, sharp enough to kill a ‘bot. He had a red missile on either arm, which he could fire in robot mode, or when he changed into a jet. His feet looked a lot like high heels, which baffled most every other Cybertronian.

“Are you alright?” Celestia asked Prime.

“Yes. We need to move, we’re outnumbered” He told her. Celestia and Luna began to run, but suddenly Optimus grabbed them. He threw them into the air, changing forms under them so they could ride him out. Starscream also transformed, taking flight and following them. “Hold on to something” Optimus ordered. Starscream fired a missile, which Optimus swerved to avoid, but just barely. Seeing how close his last shot came, Starscream fired his second missile, which catapulted Prime in the air. As he and the princesses flew, he grabbed both of them, pulling them into his chest. He slammed into the ground, pulling up grass as he skidded to a halt.

With both of his missiles gone, he strafed Prime, but Optimus rolled to the side. As he rolled, he placed the sisters under his body, protecting them from Starscream’s next pass. Moment’s before the red energon blasts hit Optimus, blue energon bolts flew out of the woods, striking Starscream and knocking him to the ground. He changed forms just before he smacked the dirt, landing flat on his face.

      Bulkhead rushed a Vehicon from another street, dispatching him with his mace. Wheeljack was right behind him, leaping over Bulkhead and slashing a Vehicon across the chest.

“Prime, you alright?” Wheeljack asked.

“Fine” he answered as he stood up. The Decepticons retreated, as Bulkhead and Wheeljack pursued them.

“No, wait” Prime ordered.

“Why?” Wheeljack asked.

“We need to regroup. Do you know where they are?” he questioned.

“The crash knocked out the central computer; all the com-links are down” Bulkhead answered.

“Good news though: there’s energon on this rock, and the refinement kit’s undamaged” Wheeljack added.

“Good, we’re going to need all the energon we can get ahold of” Prime told them.

As the Autobots talked, Celestia and Luna had a conversation of their own. “Luna, did he just protect us?” Celestia asked.

“It seems he was telling the truth. He really does come in peace” she said. Then, the felt the ground vibrate. Neither of them noticed before, but the Cybertronians shook the ground when they walked. It didn’t shake enough to be earthquake-like, but it was a noticeable vibration.

“Excuse me, I’m afraid I didn't catch your names” Prime said.

“I am Princess Celestia, and this is my sister, Princess Luna.”

“I am Optimus Prime, and these are my friends, Wheeljack and bulkhead” he told them.

“Hey Prime, we should probably get moving. I hear jets” Wheeljack said.

Optimus nodded, changing forms, and turning on his headlights. The other Autobots also changed forms, Bulkhead into a truck, and Wheeljack into a Tesla. “Need a ride?” he offered. The Two alicorns climbed on top of Prime, and they drove off into the night.

The Autobots aproached their wrecked ship, along with the familiar village they'd arrived near. "Wait, isn’t this Ponyville?” Luna said.

“Yes, it is” Celestia confirmed. Everypony was already up, awakened by the Nemesis’ crash. Most stayed in their houses, a few were brave enough to venture outside, though they lingered by the door, and Pinkie and Rainbow Dash went right up to the Autobots.

“Hi there, Ratchet, my name Pinkie Pie” she said. Ratchet slammed on his breaks, turning and looking straight at Pinkie.

“How...exactly do you know my name?” he asked.

“Silly-filly, I always catch TFP!” Ratchet just stared at her, as the other Autobots sped past him. “By the way, you might want to warn Optimus the Decepticons fix their ship.” she told him.

“Why should I listen to you?” he asked.

“Because I know your name, I know you’re the medic, I know you’re from Cybertron, I know you made that weird, green synth-en and went all nutso, and I know you’re a grumpy gus” she said as she jumped on the top of his cab. Ratchet said nothing, pausing for a few moments, before turning and following the others.

They reached Twilight’s castle, letting Celestia and Luna off, before changing forms. Celestia knocked on the door. They heard loud, periodic thuds slowly nearing them, when they suddenly sped up, then returned to their normal pace. Twilight slowly opened the door, her mane a mess, darge purple bags hanging down from her eyes. She looked around, jolting awake as she saw the huge metal titans on her doorstep. “What in the-What the-What-WHAT?” she stuttered.

“Do not be afraid, Twilight Sparkle, we came in peace” Optimus said. She turned to Celestia, looking for confirmation.

“It’s alright Twilight, they’re friendly. Also, Optimus, the conjugation is come, not came. Came is past-tense” Celestia explained.

“I see” Prime said.

“What are you? Where did you come from?” Twilight asked.

“Who cares? They’re awesome!” Rainbow interjected, perched on Wheeljack’s shoulder. He smiled at her remark, drawing his swords for the pegasus. She squealed, leaping from his shoulder and looking at her reflection in the blade. “Cool!”

Prime explained their origins to Twilight,  giving her the same speech he gave Celestia. “So, your home planet was destroyed by a single war?” she asked.

“It was a war unlike any I’ve ever seen before, or since. The conflict didn’t years, or even decades; it lasted for centuries” he said.

“Wait, if this war lasted centuries, and you were there at the beginning, then how are you still alive?” Rainbow asked.

“The average Cybertronian lives for millions of years. It may not be apparent, but I am well over nine-thousand years old” he told her. Celestia’s ears perked up.

“And Prime is on the younger end. I’m over twenty-thousand years old” Ratchet said.

“Woah. Then, why aren’t there more of you? And why haven’t we met before? You guys live so long you could go from planet to planet without dying, so why haven’t you?” Twilight asked.

“With a war on the scale of the Great Cybertronian Civil War, and claimed most of the population. In addition, we didn't have time to explore. Every ship in any fleet was either used as a warship, or an evacuation ship for the civilians” he told her.

“Civilians?” Luna asked.

“During the war, there were many bots who didn’t want to choose between Autobots or Decepticons. Megatron forced them to fight or die, but we chose to evacuate them. Only the warrior class, and volunteers were allowed to fight” Prime told them.

“Optimus, can you please get her off me” Ratchet interrupted, having finally caught up with the others. By now, the rest of the main six had joined the group. Pinkie was still on top of him, chattering on about how she used to watch Transformers back in the ‘80s, whatever that meant.

“Pinkie, I think you might want to get off the giant robot” Twilight advised.

“But I’ve got something really super-dooper-oh-my-gosh important to tell Optimus” she said.

“How do you know my name?” Prime questioned.

“Don’t ask that” Ratchet told him.

“Listen, the Decepticons are going to fix their ship, and they’re gonna attack Cloudsdale!” Pinkie shouted.

“What?!” said Rainbow.

“Yeah! They’re gonna fix their ship, and fly right over us, and head for Cloudsdale!” She told them.

“Pinkie Pie, how would you even know that” said Twilight.

She cringed, looking around nervously. “Because I read a chapter ahead” Pinkie blurted as her cheeks became red.

Suddenly, the Nemesis flew directly over Ponyville. The ship was close to the ground, so close the rumble of it’s engines knocked over lamps and tables across Ponyville. Everyone breathed a collective sigh of relief when the massive monsterosity passed over. “Oh no” Twilight said as she realized what direction they were going.

“Autobots, transform. We need to get to Cloudsdale, now!” Luna ordered.

“We will go, but you should stay here. We will handle the Decepticons. It is our war, after all” Optimus told her.

“Hey, this here’s our home! Ain’t we got a right to fight for it” Applejack shouted.

“The Decepticons are extremely dangerous. We cannot allow you to get hurt” he said.

“Forgive me if I sound rude, but do you have the faintest idea where Cloudsdale is?” Rarity asked.

Optimus paused. “No, we do not” he admitted with a sigh.

“See? Y’all do need us!” Applejack said.

Bumblebee bleeped and blooped a few times, saying something. “Oh, that sounds like a good idea” said Fluttershy. All of the Autobots turned to her, making her feel very uncomfortable. “Uhm, did I do something wrong?” she asked in her small voice. Bumblebee said some more bloops. “Yes, I can understand you...is that bad?” she asked again.

“No, just...weird” Bulkhead told her.

“What Bulkhead means is Bumblebee's voice box was damaged during the war, and most organics cannot understand him” Prime explained.

“What did he say anyway?” Twilight asked.

“He said that since there are six of them, and six of us, we should each ride one of them, and they can protect us” Fluttershy said.

“Sorry, but we’ll have to pick on the fly. The longer it takes for us to decide, the less time we have to catch those Decepticon creeps” Rainbow reminded.

“She’s right. Autobots, transform, and roll out” Optimus ordered.

Each pony climbed onto the top of the Autobot they were closest too, with the exception of Rainbow dash, who flew. Celestia and Luna rode Prime, Twilight rode Smokescreen, Applejack rode Bulkhead, Pinkie Pie rode Ratchet, Rarity rode Arcee, and Fluttershy rode Bumblebee. They all drove at full speed after Rainbow Dash, who was faster than any of them.

After what felt like an eternity of driving, they finally reached cloudsdale. They’d caught up to the Nemesis, which was almost within range to attack the city. Rainbow Dash began to fly toward the ship, but Twilight flew up and grabbed her tail, stopping her. “Let go Twilight! I gotta save get up there!” she shouted.

“You can’t just go headlong into a battle against these things, they’re twice your size! We need a plan” Twilight told her.

“Let me go” Dash demanded, nearly ripping her tail off as she struggled against Twilight.

“Twilight is right. Celestia, Luna, is there any way to get us to the city?” he asked the princesses.

“We could teleport you up there, but you’d just fall through the clouds” Celestia said.

“What about that spell Twilight used the first time we went to Cloudsdale” Rarity suggested.

“Rarity, you’re a genius!” she said, letting go of Rainbow Dash. Freed from Twilight’s grasp, Rainbow Dash tumbled headlong into a tree.

“Alright, any non-pegasi, get in a group” she ordered. The Autobots, Applejack, Rarity, and Pinkie did as she said, and she cast the spell on them.

As soon as she was done, Celestia teleported them all to Cloudsdale. Thankfully, the Autobots didn’t fall through the clouds, much to Twilight’s relief. Suddenly, all the Autobots doubled over, nearly falling to the ground. “Oh my goodness! Are you alright?” Fluttershy asked.

“I don’t know. Something threw off our equilibrium” Optimus said.

“Don’t worry, it’s just something that happens to new teleporters. You should be fine in a minute” Twilight told them.

“Ah don’t know if we have a minute” Applejack said. The Wonderbolts had already taken most ponies to the other end of the city, giving Prime and his team a clear shot to the Nemesis. After only a few seconds, the Autobots righted themselves, careful not to fall off Cloudsdale itself.  

“What’s the plan, Optimus?” Arcee asked.

“We fire on the Nemesis from here, until we find a way to board” he said, drawing both his ion cannons.

“Once we board, we will disable the ship. Ratchet, you stay here and make sure nopony gets in our way.”

“Yes sir” said the doctor. The other Autobots drew their gun, scattering so the Decepticons would have a harder time hitting them. Applejack and Fluttershy stayed back with Ratchet, Pinkie disappeared, and the others went with the Autobots.

The Autobots opened fire on the Nemesis, unleashing a flurry of blue bolts at the warship. Celestia, Luna, Twilight, and Rarity also fired with their magic, while Rainbow flew straight for the ship. However, neither magic, nor energon could pierce the armor. The Nemesis returned fire, breaking up the cloudbank the Autobots stood on. Thinking quickly, Bulkhead grabbed Rarity, and threw her back towards the center of the city. If they had been on dirt, the toss would have hurt her, but the clouds were much softer than soil. The princesses took flight, and Rainbow Dash flew back to the Autobots.

Each Cybertronian was stranded on their own cloud island, teetering on the edge. On the Nemesis, Megatron stood on the bridge, with Knockout and Soundwave.

“Hehehe, this is perfect. Knockout! Contact Starscream! Tell him to annihilate of the Autobots” Megatron ordered.

“At once, Lord Megatron” said Knockout. Megatron then turned to Soundwave.

“Soundwave, make sure Starscream doesn’t fail” he said. Soundwave nodded, before turning and walking to the flight deck.

Outside, the Autobots struggled to regain their footing. Many of the cloud fragments were barely large enough for their feet, leaving little room to move. “Optimus, what now?” Smokescreen asked. Optimus looked around, trying to find a solution. He noticed that there were small cloud fragments all around them, when an idea struck him.

A fleet of Vehicon jets had left the Nemesis, heading strait for them. Leading the pack was Starscream, who was heading straight for Prime. He fired his missiles, but Prime blew them out of the sky. He continued flying at Prime, when suddenly, he leapt right over him. Optimus fired at Starscream’s wing, causing him to spiral out of control when half of his wing was ripped off his body. He grabbed onto another cloud above him, swinging on it. He catapulted himself through the air, firing at the Vehicons as he flew. Most of his bolts missed, but he managed to shoot down three of them. Then, Optimus landed on a cloud, less than graceful, but safe.

“Autobots” he called. “Use the clouds! Plot your course and get to the Nemesis!” Optimus leapt from the cloud bank, landing on the back of one of the Decepticons. He pulled on his nose, forcing him up. He fired more bolts, striking four more Decepticons. Then, he drew his sword, slicing his ride down the middle before landing on another cloud.

In the distance, he could see the other Autobots adopting his strategy, leaping from cloud to cloud, all except Bulkhead, who hopped his way back to Cloudsdale. He was too heavy to effectively fight in the clouds, so he fired at Vehicons from the safety of Cloudsdale.

Rainbow Dash was also in the battle, though not in the way she expected. She punched a Vehicon, quickly realizing she wasn’t strong enough to take them out. She did, however, move some clouds so the Autobots could better maneuver. Whenever one of them was stuck, or needed another grapple, she’d shove another into place for them. Above them, the Princesses were firing down at the Vehicon swarm.

Celestia and Luna’s bolts were more powerful than Twilight’s, since she hadn’t fully transitioned from unicorn to alicorn, but she was holding her own. Suddenly, the Nemesis’ starboard guns sprang to life, firing bolt after bolt at the alicorns. Celestia gasped, using her magic to force her sister and Twilight out of harm’s way, but not herself. Twilight and Luna landed on a cloud bank below, while Celestia was struck in the wing by an energon bolt. At the last second, she put up a magic shield, which kept her wing from being severed, but the sheer force of the blast knocked her unconscious. By the time either of them realized what was happening, Celestia was out of their reach.

She dropped like a rock, falling toward the dirt. Optimus saw her fall, and leapt into action. He leapt from cloud to cloud, dropping alongside her. Finally, when he was close enough, he jumped off one last cloud, catching Celestia in midair. Then, he realized he didn’t have a landing spot. He fell, certain he’d hit the surface, when a hand caught his free one. “Hang in there Prime” Wheeljack said. Rainbow Dash had pushed Wheeljack to Prime, and he’d caught him.

“Many thanks, Wheeljack, and you too, Rainbow Dash” Optimus said.

Slowly, Celestia came woke up, nestled between Prime’s chest and right arm. She groaned as a wave of pain washed over her, and yelped as she tried to extend her burnt wing.

“Uh, where am I?” she asked.

“Don’t worry, princess,  you’re sa-ah!” Wheeljack’s foot fell through the back part of the clouds, causing him to fall to his chest. He barely managed to hold onto Optimus, the metal in both their arms straining as they gripped each other. Rainbow Dash flew under the Cloud, using every ounce of strength to push them up.

“Rainbow Dash, what is happening?” Prime asked.

“You guys are too heavy-urk! The cloud got to-pant-low and it started-gasp-condensing. ” she explained.

“Oof-I don’t know what you guys eat, but whatever it is, you need to lay off” she added. Another piece of the cloud floated off, causing Wheeljack to almost drop Prime a second time.

“Prime, I’m not sure how much longer I can hold on” he said.

“Celestia, look for someplace to jump onto” he told her.

“All I see is that ship” she said.

“That will have to do. Rainbow Dash, get us as close as you can” he ordered. She did as she was told, shoving them close to one of the Nemesis’ curved spines. “Celestia, climb on my back” he said. She latched onto his back, wrapping her rear hooves around his waist, and her forehooves around his smokestacks.

Prime swung his legs, moving back and forward, and gaining momentum. Wheeljack struggled to hold on to him, even using his other arm to grab Prime’s wrist. Finally, Optimus leg go, flying toward the warship. He latched onto it with his free hand, holding into it for dear life. Once he had a firm grip on it, he threw Celestia upward. She landed on a ledge, near the edge of the ship’s flight deck. Suddenly, the metal Optimus was holding onto began to give. He lost his grip for a second, and he began to slide off the Nemesis. Thinking quickly, Celestia grabbed him with her magic, throwing him onto the top of the Nemesis.

Optimus expected some huge fleet of Vehicons opposing him, maybe a swarm of insecticons, the Vehicons larger cousins, or even Megatron himself. Instead, he saw only Soundwave. The two Cybertronians stared at each other, totally silent. Soundwave was the first to make a move, launching Laserbeak from his chest. Optimus drew both his ion cannons, firing at the small drone. His first two shots missed, so he fired again, and again, and again.

Laserbeak dodged each of his bolts, returning each volley with one of his own. Optimus, in turn, dodged those blasts, and the cycle repeated. They moved in a giant circle, both of them aiming just above, just below, or just to the left or right of their target. Bolt after bolt flew, until finally, one of Optimus’ shots clipped the wing of Laserbeak. He fell from the sky, smashing to the deck. Prime didn’t have long to celebrate, though, since Soundwave punched him in the back.

He was knocked to the deck, groaning as he struck the metal. Soundwave brought his foot down on top of Prime, but he rolled and avoided being pinned. He fired a few bolts at Soundwave, but he raised his arm, which had enough armor to withstand energon bolts. He took several swipes at Prime that he barely avoided. Each time Optimus would raise his cannon to fire, Soundwave would simply knock it out of the way. Frustrated, Prime retracted his right gun, raising his fist into the air. He brought his fist down on Soundwave, but his attack was obvious, and he easily blocked it. However, he accidentally left his torso exposed.

Prime gave Soundwave a sound kick to the stomach, causing him to slide backwards. Then, Optimus changed to truck form, slamming into Soundwave. He changed back to a robot, drawing his fist to punch Soundwave’s face, when something wrapped around his arm. Two tentacles emerged from Soundwave’s chest, throwing Prime. These tentacles were normally used to access and transfer information, but they were extremely strong, and could even electrocute enemies.

Soundwave charged Optimus, extending his tendrils as far as they’d reach, trying to grip him. He managed to dodge one, but the other caught his arm. It pulled him towards Soundwave, grinding his face into the cold, hard metal of the Nemesis. Somehow, Optimus managed to regain his footing. He turned the tables on Soundwave, latching onto the tentacle. He tried to pull Prime back, but Optimus was stronger than he.

He tugged on the tentacle, trying to rip it from Soundwave’s body. Soundwave pulled back, nearly knocking him off his feet again. Gripping the tendril with one hand, he drew his gun with the other, firing three bolts at the top of the tentacle. His first shot missed, but the second and third burnt through it, causing it to fall to the ground. Optimus cast it to the side, then was shocked by the other tendril. Electricity poured into his body as he collapsed.

Suddenly, Celestia jumped in between the two fighters. Using the blade on her horn, she sliced clean through the other tentacle. The electricity immediately stopped, as Prime, still dazed from the attack, began to stand.

Soundwave hurled his fist towards Celestia, but she easily slid under him, slashing his knee with her blade. He knelt, but he was able to spin around, hitting Celestia in the head. She skidded on her back for a bit, but turned over and regained her footing. Then, Opimus fired at Soundwave. One of his blasts deflected off his arm, but the other struck him in the abdomen. His armor was thick enough to save his life, but he inflicted a major wounded.

“Are you alright, Princess?” Optimus asked.

“I’m fine, aside from my wing. How are we going to get down” she said.

“I’m not sure, but we do needed to get off the ship” Prime told her.

“Princess Celestia, Optimus, look out” Rainbow Dash yelled as she flew over them. On their right, they saw a massive mound of Earth moving toward the Nemesis. Twilight and Luna had picked it up, and were throwing it at the Decepticon warship.

“Princess, get on my back” Prime ordered. She hopped on his back, bracing herself for whatever Optimus was going to do. He ran at the side of the ship, leaping on the massive mound just as it struck the ship. Metal twisted and buckled at the sheer force Twilight and Luna threw the mound at it.

Optimus lept off the opposite side of the Nemesis, which had begun to lisp heavily. Together, they fell, and fell, and fell. Air rushed past the sides off their faces, and tiny, otherwise unnoticeable droplets of water became painful, stinging pellets. Optimus spread his arms and legs out, and Celestia extended her good wing, but they were still falling too fast. As their neared the ground, Optimus spotted something that might save their lives. Among the large forests and rolling hills was a lake. It was impossible to judge the size, but surely striking water would be better than dirt.

Carefully, he maneuvered them towards the body of water. At the last second, he curled into a ball, in the hopes that he might protect Celestia. They struck the water, creating a gigantic splash, before sinking below the surface.Just before they struck the water, Celestia placed a magical shield around them, protecting them from most of the impact, though it shattered after the hit the surface. As the water engulfed them, Optimus, unconscious, let go of Celestia, sinking straight to the bottom. His massive body made a thud as it landed in the sediment, sending out a brown plume.