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Transformers Equestria Girls In Disguise 3: The Past Awakens

by FourShadow

Chapter 29: Part 3: Assemble!

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Author's Notes:

I'll admit, this chapter feels... rushed. Very much so. But I do believe I can keep up good work with it. Hope you enjoy it and have a wonderful day. And beware for our new faces that make their cameos.

PS: My sister's back! :yay:

The group met up over to the Sweet Shoppe and all took seats at their usual place at the shop, with drinks either in their hands or on the little table. Rainbow Dash kicked back in a chair while her legs were on the coffee table, while Rarity, Twilight and Pinkie Pie sat on the couch, and Fluttershy sat on their right while Applejack and Sunset were on their left.

"Alright girls, so what do y'all want to do tomorrow? Since tomorrow's gonna be clear, we've got plenty of time to do what we want," Applejack said.

"Knowing Sunset, she'll want us to go out on more patrols for Decepticons," Rainbow chuckled.

"I wasn't going to say that," Sunset snapped.

"Were you?"

Sunset didn't say anything for five seconds. She had her beat.

"Yes."

"Sunset, you need to stop thinking about them going to be in danger, they'll be fine," Rainbow said.

"I agree, its not healthy to be concerned for them all the time. They've been fighting for a long time, I'm sure they'll be alright," Rarity replied.

Sunset just sighed again, "I know... but something inside me just doesn't feel right... I feel like..." Sunset paused, just trying to keep her thoughts together, "I don't even know anymore."

Sunset took another sip of her drink and put it on the table, seeing the reflection of the light bounce it off. But as Sunset stared down at her drink, she gasped when she saw something. That same face came into view, appearing as a reflection in the drink.

"Optimus...", Sunset murmurred.

Before she said anything else, she watched as the picture of Optimus backed away, revealing his chest and arms. He looked to the right and he pointed off into the right, aiming to the outside.

"Sunset?" Twilight interrupted.

Sunset snapped and looked to the girls, all of which looked at her with confusion.

"Sunset? Are you okay?"

Sunset shook her head to wake herself up, "Oh, I'm... I'm fine. I've got a call, I'm gonna take this outside."

Sunset got up from her seat and she walked outside the Sweet Shoppe and stood near a corner. She looked around, checking for if anyone was nearby. No one, good. Not a soul to hear her.

Sunset...

Sunset froze when she heard that same voice. Looking around, she saw the same face appear again. This time, appearing to her on a brick wall, in a spiritual like form.

"Optimus...", Sunset said.

"I knew you would understand."

"H-How... how are you talking to me? How am I talking to you? Unless...", Sunset gasped, "The magic..."

The ghostly face of Optimus nodded, "Your Equestrian magic has allowed us to communicate telepathically, and I can now speak to you whenever I must."

Sunset couldn't help but smile, "This is so great... but, why did you want to talk to me now?"

"Sunset. I feel as if there is danger on its way here to Earth. I fear Megatron, may be returning. And if he does... I will need you more than ever before."

"O-Of course Optimus, I'll always help you. But, why did we need to talk out here?"

Optimus's ghostly head paused, and continued to speak, "I received another vision, one that I wish will never happen. But if the time comes, I wish for you to lead the Autobots."

"W-What!?"

What Sunset didn't realize was that the rest of the girls stepped out of the Sweet Shoppe and saw her in the alleyway. But all of them were standing in silence with awkward looks on their faces. From their view, Sunset was talking to... nothing. Just speaking to an inanimate object like its real even though they can clearly see it isn't.

"B-But Optimus, I can't lead the Autobots. I can't even lead a team in general. My own leadership led us to losing more of our soldiers, friends, our own family! What kind of leader would I be if more lives continue to die?"

Sunset held her face in her hands as she tried to calm down, and once she removed them, Optimus was still there.

"Sunset. I know you can. You have more wisdom than any other I've seen. I made you my second-in-command because you value more life than any other life-form. You've saved your city countless times, and you have succeeded. I know you can lead a team. You are ready Sunset. Never forget that."

Before Sunset could say anything else, Optimus's spiritual form vanished into thin air, leaving her sight. She took a moment, to breathe in and out, calming herself down.

"Sunset?" Fluttershy asked.

Sunset almost shrieked when she heard her voice, and she quickly turned around seeing the girls stare at her.

"Darling, why were you talking to a wall?" Rarity asked.

"Did you see a man in the wall?" Pinkie grinned.

"Um, no."

"A ghost?"

"No."

"People inside your head that come out into forms that only you can see but everyone else just sees it as you talking to no one and having a mental breakdown?"

Sunset looked unamused, "No I wasn't."

"Then what were you doing?"

Sunset took a moment to collect herself, and she looked at them with a serious look.

"Call Indigo and the girls. And call everyone that volunteered to help us against the Decepticons, and tell them to meet us at the front of Canterlot High. We're going to need all the help we can get. I want every human, Autobot, and rogue Decepticon that can help us."

"Um... why?"

Sunset began to walk out of the alleyway, and looked back at the girls, "We could be facing a full frontal assault from the Decepticons."

The girls looked at each other and nodded.

"We'll get right on it Sunset," Twilight said as they followed Sunset on out.


While Sunset and her friends started assembling their team together, more activity was going on back in Nevada. The Autobots were getting reports of missing warriors, but none of them were finding out just why.

One group of Autobots were out on the run, trying to go find them. In that group, there were five planes in the sky, and on the ground were a few cars; an ambulance, a red firetruck, two construction vehicles, and a few cars.

"Any signs yet?" A voice spoke on the radio.

"I haven't picked up any signs Silverbolt," the ambulance spoke.

"Ugh, this is a waste of time. Where could they even be!?" the firetruck snapped.

"Calm yourself Pumper. We'll find them, I'm sure they're just joking around," the orange bulldozer said.

"Autobots! Anyone, help!" a new voice panicked.

"Cosmos? Is that you?"

"Yes! The Decepticons have returned! We're being slaughtered out here, we need help!"

"We're on our way, where are you?" the ambulance asked.

"We're over at an abandoned ghost town, just a few miles north!"

"Alright, we're on our way, hold on! Autobots, lets go faster!"

The ambulance moved faster, and the rest of the vehicles moved faster too, following right behind. Who was attacking them this time? Cy-Kill? Starscream? Some new enemy that they had never faced?


The team arrived over to the abandoned ghost town, and all of them converted into their alternate forms with weapons at the ready, standing in fighting positions. And from the sky, the five planes transformed into their robot forms and got ready for battle.

But as they stood ready to engage the enemy, they only received the sounds of silence, with only the wind gusting around them, and a few tumbleweeds blowing around.

"They said this was where they wanted us to meet, right?" the ambulance asked.

"It should be Rest Q. But... they aren't here." Pumper said.

"Oh they're here, just not what you hoped for..."

Before any of them could respond, each one of them felt a volt of electricity surging through their bodies filled with agonized, concentrated pain. Bursts of purple sparks sent a few more volts in their bodies until they all fell down like a tree being chopped down.

Standing on top of them was Earpierce, with many tentacles coiling around the downed Bots. All while her visor mask just displayed a heart rate monitor that continued to beep.

"Excellent Earpierce...", a maniacal voice said.

Standing in front of her and a few others was none other than their leader Galvatron, who smirked at the warriors who had fallen.

"Now... we finish them. Along with the other Autobots that we have locked up," Galvatron said aiming his arm cannon at them.

But just as he was about to shoot them--

"Wait!"

Galvatron put his gun down and looked to see the last Renegade Gobot raising his arms up in protest.

"Wait, Lord Galvatron. I have an idea for what we should do to them," Steamer protested.

Galvatron snarled, "Why should I listen to you Steamer?"

"Because, I know how we can get rid of them!"

"Exactly... termination is the price they'll pay!"

"No, wait!" Steamer said standing in front of Galvatron's way with his hands out, "The Autobots still have a few Allspark fragments, I'm sure of it. If you just shoot them here, they'll just put the shards in keeping them alive forever. But I know a place where they won't be able to help..."

Galvatron snarled, "Is it the scrapheap where you are going to go?"

"No, wait Galvatron. I wish to hear this location that he has in mind. Tell us Steamer, what do you suggest?" Jet Black Spark asked.

Steamer leaned in and whispered in Jet's ear, and she stood politely, listening to his suggestion. Once he finished, a smile came on her face, dripping with evil.

"I like your idea Steamer. Very intelligent of you. Galvatron, may I?"

Galvatron snarled, "Very well..."

Jet hit the side of her ear, activating a com-link to the others.

"Flywheels, activate a Groundbridge."

After a few seconds, a green portal spawned out of thin air, glowing brightly in front of them, whirring with energy. Once it was formed, Jet turned her head to the tall skinny green and pink colored Decepticon.

"Earpierce, now its your turn."

She simply nodded, and a few coordinates began to beep on her visor. Another Groundbridge formed, this time appearing right behind the other Groundbridge that had opened. After a few seconds, they began to form closer and closer together, this time creating an even bigger portal that began to change its color. Its color had deteriorated from green to dark menacing purple, with a white bright circle in the center. It didn't look like anything was there to be seen within it.

Galvatron looked at the portal for a few seconds, then turned to Jet.

"Throw these Autobots, and those other Autobots we've captured into this... other realm. Starscream, you take the rest of the Decepticons to Canterlot, and find Sunset Shimmer. I don't care if you have to destroy everything in sight, but bring me Sunset Shimmer!"

"Yes Lord Megatron!" Starscream called.

"But alive! If you kill her, you will deal with me."

"But, you wanted her--"

"You will not question my authority, or you will deal with me!!!"

"Okay, okay! We won't kill her! Decepticons, mobilize!"

Up in the sky, was the floating city of Scorponok. It had been sitting up there for the Decepticons to control from while they moved on the ground. And this time, a Decepticons were beginning to emerge from the ship.

The first three were a group of military jets, each colored differently. The next to follow was Soundwave in his robot form, flying right behind them with Shockwave on his left. Behind them were three more jets, but they had their own unique styles to them; one was colored in white, another was in red, and the last was in blue.

The next three to follow were four different aircraft vehicles. One was a military bombing plane, another was a space shuttle, the third was a carrier plane, and the last was a fighter jet.

The last forms to follow behind, were three insect-like forms that flew right behind the jets, three more were in the shapes of aquatic sea creatures with equine builds in them, and lastly there was a gigantic dragon colored in dark red and black following close behind, letting out a mighty roar.

All of them flew together in the clouds, with one location in their mind.

Meanwhile...

At the smelting yard, the lone Decepticon identified as Overload sat and feasted on a few Energon cubes that were piled up. He was still living in the dark, with the only lights being a few glows of red light being the source, and smoke continued to steam up in the air. On the ground were the remains of Pyra Magna, now in scraps and pieces, and her head now sliced in half with a permanent terrified expression. Pieces of her metal continued to lay about, along with puddles and streams of glowing blue Energon were around her in a mess.

But before Overload could continue to feast, he halted when he heard a beeping noise. On a console that he had assembled, there was a sonar sound going on and off, along with a flashing Decepticon light on the screen.

"Hm... Decepticons, have we now?"

Overload got on his feet, and wiped away the Energon that made a mess on himself. He stomped to the console, and gently tapped the controls to take a look at the signal. As he hit a few more buttons, he zoomed out of the map, revealing an entire squadron of Decepticon warriors.

The sight alone made him smile an evil smile, with his eyes flashing blood red.

"Mmm... tonight I dine on Decepticons."

Overload turned off the console and backed away from the screen. He turned to face the door and began to transform. His head tucked in, and his chest changed shape to form a front hood of a car, while his arms moved to his sides. Tires folded out, and his legs began to change into the back ends of the car, forming his final changes. He had converted into an old sports car, with streaks of glowing neon blue on the hood, streaming brightly going all the way to the back end to the trunk.

"Lets go order some food, shall we?"

His tires sped along the ground as he began to rev his engine. The door opened up for him, and he sped out of the smelting shed, and out onto the road, performing skid marks as he ran on out.


Elsewhere, off in the Everfree forest, the former Decepticon Weirdwolf walked in his cave; essentially his home, unloading some Energon. He had picked up a shipment of it from Sunset and her friends a few days ago, and he was busy storing them in his food supply.

But he came to a halt when he heard an alarm go off on his main control computer. Rushing to it with his tail wagging side to side, he hit the controls and answered the distress call. On the screen, he saw many Decepticon signals flash on the screen in bright red, eliciting a gasp.

"Time to defend our home from our enemy," Weirdwolf said. He hit his fingers on the controls, hitting every button he needed to press. Once the controls were set, a Groundbridge portal emerged, making the gateway to where he needed to leave.

He grabbed his weapon and stood in front of the portal ready to leave.

"Canterlot, here I come."

He began to run and he disappeared right through the portal just in time as it closed the minute he crossed it.


As the two former Decepticons began to go to the signal, another signal had been alerted. This time belonging to another Decepticon. A female, in fact.

She was laying down in a gigantic bird-like nest that rested on top of an empty building, far from the city on an island where she could live in peace. She was lying down in her robotic form, sleeping. She had mostly blue skin, with wings connected to her arms, with a scratched out Decepticon mark on her breasts, and she had a pair of crow feet. But on one of the feet, particularly on her left was a missing left toe that was gone, with permanent blackened dust surrounding the place where it was connected.

The signal woke her up from her slumber, and she yawned and stretched her arms as she got up. Smacking her lips, she rubbed her eyes to wake herself up. There in her nest, she looked a blinking radar screen connected to a satellite. She tapped her talon fingers on the screen, flipping over to the radar and her yellow and blue eyes widened to see the sight of many Decepticons.

"Shiny..." she muttered.

As the signals kept flashing, she adjusted the screen to flip over to where they were going, and she nearly freaked.

"Canterlot! No... Rarity... I'm coming Rarity!"

She quickly got up on her feet and stood on the edge of the nest, extending her arms out.

"Help is on the way!"

She jumped off the building, feeling the wind hit her body as she began skydiving towards the edge of the island near the sea. And as she flew down, she began to transform. The head formed into a bird's head, and her arms changed into wings, while the tail that hung from her behind and legs bottom of her formed the end of the bird-like structure. She had changed herself into a bright blue bird with yellow eyes.

And as she made her final change, she flew up into the air and flapped her wings as she flew towards Canterlot. She had to move quickly or else they would! And as her wings flapped, she let out an ear-piercing screech.

Next Chapter: Part 3: All Forces Close In Estimated time remaining: 8 Hours, 22 Minutes
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