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.