Sunset Shimmer moaned in pain as she tried to move her hand out to grab the Matrix that was only a few centimeters from her grasp, but she was far too pained. The blast had thrown her far too hard. Twilight on the other hand wasn't as hurt, but she was very concerned.

"Sunset! Sunset! Please be okay, please be okay, please be okay, please be okay...", Twilight pulled Sunset onto her back and she leaned in to her chest, placing her ear directly above her heart. A beat, followed by two more beats, followed by some more rapid beating. She was still okay.

She looked up to see a pair of feet stomping, both of which were right before her. Looking up, she saw an evil face of a purple horned Decepticon ready to shoot her.

"No... please...", Twilight pleaded

"Goodbye, sniveling human. With Sunset Shimmer and the Matrix of Leadership out of the way, my master will be pleased...", Galvatron snarled.

Twilight didn't know what to think right now. She couldn't run from Galvatron, he would be able to shoot her either way. But she couldn't abandon Sunset either, but she wouldn't have enough time to think of a plan to help her escape. The choice was quite clear to her, either stay with Sunset as they perish together, or abandon her and get the Matrix far from the enemy hands.

Instead, she just held Sunset close and hugged her, and closed her eyes, ready for the imminent blast from Galvatron's cannon. She hugged Sunset tightly as tears were now visibly streaming down her face. She was going to face her inevitable death, and there was no running from this. Her end was about to come.

She hugged Sunset tightly as she heard the sound of his cannon blasting, but she didn't feel any heat radiating her body. No blasts, no pain, nothing. She didn't feel anything striking her. But why?

She opened her eyes and looked back to where Galvatron was standing, but it was replaced by another figure. One wearing an Apex Armor suit, colored in gray. Galvatron was across from the figure, right on his back groaning in pain, along with Cyclonus and Scourge.

"What the...?", Twilight murmured.

The figure turned and revealed herself to Twilight. An Autobot with a yellow facemask was seen underneath that armor, but she couldn't make out who was under it. Well, the voice that sounded like he was talking underwater helped.

“Come on! Get Sunset out of there!" The Autobot yelled.

“O-Okay,” Twilight said, holding Sunset close, “Please be okay...”.

Sunset's eyes slowly opened as she looked to the bespectacled girl in front of her.

"P-Please don't leave me...", Sunset moaned. Tears were a little visible down her face.

"D-Don't worry, I've got you!"

Using all of her strength, she scooped her hands underneath Sunset and raised her up into the air, holding her tightly.

"I-I need... t-the Matrix..."

Twilight moved close to the Matrix and set Sunset down for a brief moment. She pulled the Matrix close, and Sunset clutched it tightly, holding it under one arm that still had strength. Twilight picked her up again, and picked up her feet, beginning to run.

It wasn't until long that the rest of her friends were right beside her, keeping up the pace with her.

"Darling! Is she okay?"

"Sunset!"

"Please be okay..."

"Is she hurt!?"

"I'm gonna slaughter those Cons if they--"

"She's still alive, but we got to get out of here! We can't stay here much longer!"

"Loud and clear Twilight," Rainbow replied as she hit a comlink in her armored suit, "Shadow Flame, transform to shuttle mode! We need to get out of here and fast!"

"Roger doger Rainbow Dash!"

Shadow Flame sat at an end of a roadway, and a ramp opened up for everyone to run through. All the while everyone was slowly moving towards him, using their weapons to cover him while the others began to retreat.

Entering first in the shuttle were all of the Crystal Prep students that were gathered up, followed by the Canterlot High students. All of them were seriously out of breath as they made it into the shuttle, breathing heavily from all of the running that they had done in the entire day.

The next people they could see running in were Indigo and her friends, followed by their guardians; Hound, Blaster, Outback, Highbrow, and Smallfoot. As some of them were finally settling down, Indigo and Hound stepped out of the shuttle with weapons in their hands, and they began to shoot at the Decepticons while the others were running inside.

Soon they began to see some familiar faces start to run inside. Wasp, Road Rage, Strongarm, and Tracks all made it inside. The other leading Autobots were in view too, consisting of Wheeljack, Perceptor, Ironhide, Knockout, Perceptor, Bumblebee, Jazz, and Sideswipe. They ran close to the shuttle, but only Wheeljack went inside. The rest of them just stayed outside with weapons ready, and they kept on shooting.

"What are you doing? Get in!"

"No, I'm not leaving until we see Optimus Prime and the girls!", Bumblebee snapped.

"But--"

"No! Shadow Flame, don't take off! We aren't leaving until we see the girls and everyone else inside!"

Two more life forms were moving towards them, Arcee and the last Rescue Bot; Quickshadow. Quickshadow was limping, and Arcee was trying to help her get to the shuttle.

"Arcee, we'll cover you!" Sideswipe shouted as he and Knockout ran forward with their weapons.

The two acknowledged them and they kept on moving their way to the shuttle, and managed to make it inside. But there was still no visible sign of the others.

"Ugh, where are they!?" Bumblebee panicked.

Out the corner of his eye, he focused on a group of 7 girls all running towards them in their Headmaster armored suits. All of them were rushing fast, and with heavy breathing.

"Hurry guys! They're still coming!", Sour yelled.

They kept on running, and they weren't letting up. They weren't going to allow any of them to be left behind or killed. So, with only a matter of seconds, they made it inside the ship just before a hailstorm of lasers came at them.

"Is there anyone we are missing?" Lemon asked.

"Wait, look!" Indigo pointed.

A few more forms were running towards the shuttle; Ultra Magnus, Trailbreaker, Mirage, and Red Alert.

“Autobots, we must leave at once!”, Ultra Magnus ordered.

“Come on!” Pinkie called, gesturing the only few Autobots remaining to the shuttle.

Ultra Magnus was about to step inside, but he stopped when he noticed the last few Autobots were moving towards the shuttles, but instead were standing,

“Trailbreaker, come on, we must leave!”

“No! Just go! There’s nothing left anymore! Now! Go!”

Ultra Magnus wanted to argue but he noticed an army of Decepticons running around the corner right towards the group with an arsenal of weaponry in their hands. The choice was clear; either go out and risk his own life to save the last warriors he could salvage, or leave them to protect Sunset Shimmer.

He sighed and looked back to Trailbreaker.

“Are you sure you don’t want to come aboard?”

“No sir. There isn’t much left for us now. You all must leave while you can,” Trailbreaker said one last time, “Red Alert, Mirage. Allow none of the Decepticons to pursue our allies!”

The last three Autobots yelled, banging their fists onto their chests, and they ran out towards the Decepticons with arms raised in the air. If they were going to be taken down, they might as well go wild with one final stand.

"Good luck Trailbreaker. Til all are one," Ultra Magnus said.

The old war veteran turned around and gave one last smile to Ultra Magnus.

"Til all are one."

Trailbreaker turned around with Mirage and Red Alert and they continued to battle and wrestle against the Decepticons. With all of them distracted, Twilight turned her head to the control seats and yelled.

"Shadow Flame! Take off and get us out of here!"

The shuttle door closed up, sealing the hatch. A burst of flame erupted from the thrusters, and the ship began to drive itself off the road, trying to flee the area.

The rest of the Decepticons didn't stop shooting, they wanted them all dead. Unfortunately, they were too far back, and the shuttle was gaining more speed and it was speeding further and further away from Canterlot High. Looking behind, Twilight felt a tear run down her cheek as she watched as Trailbreaker, Mirage, and Red Alert were hit with more lasers and shots to their bodies, making them fall faster than a skydiver flying through the air.

Then with a burst of flame, the shuttle took off into the sky, vanishing from the battlefield, leaving the Decepticons standing with prisoners, steaming guns, and one angry Galvatron.

"ERGH!!! GET THEM!"

"Master, relax. We've won the battle. We'll finish them all off," Jet smiled.

"I want them dead. We need to destroy that Matrix and Sunset Shimmer," Galvatron snapped.

"We're well aware of this Lord Galvatron," Eclipse said, "But shouldn't we dispose of these Autobots first?"

"I don't care, kill them, smash them, banish to the Shadowzone, I don't care!"

"Yes sir. Surge, you and the Shadowcons dispose of those Autobots. Take them back to the rest of their comrades."

The Decepticon warriors nodded and took their prisoners with them to go dispose of them. All the while Jet stayed with her overlord, and talked and walked with him, while the two observed the destruction.

"Tell me Jet, why are you suggesting we don't pursue them now, when we kill them all where they stand?"

"They're far gone from the Canterlot High district, it'll take too long for us to follow them. However, I think we can still track them down. Perhaps if we unloaded some Energon detectors from the city of Scorponok, we can track their signals to find out just where they're located. Then once we find them... the Matrix and Sunset Shimmer will be yours, mighty Galvatron."

Galvatron listened carefully to the words spoken by his new servant and he grinned evilly with the strategy that Jet had suggested.

"Hmmm... I like your thinking Jet," Galvatron smirked.

Jet Black Spark just giggled, "Well as your second-in-command I need to be smart."

Galvatron just chuckled, "You have more brains than Starscream... wretched traitor never even thought of something so smart."

Galvatron hit the side of his head, activating a com-link unit.

"Stinger, Strika, Slipstream. Bring forth our Energon detectors, and mount them all parts of this abandoned city. We must find their location. And once they're set up, I want you all to go search for them. Destroy the city, bulldoze the buildings, I don't care, but bring me Sunset Shimmer, and the Matrix of Leadership!"

"Yes Lord Galvatron!" Strika called on the other end of the com-link.

Galvatron turned his attention to the Dazzling look-alikes with a devious grin.

"I want you all to take Optimus Prime aboard my ship. See to it that our guest is comfortable."

The three of them grinned evilly and they made haste with the wounded Optimus Prime in their hands, walking away, singing happily. Galvatron then turned his attention to the Crystal Prep look-alikes.

"I want you 6 to get rid of our Autobot hostages. Once you're done disposing them, help set up the Energon detectors and search for their tracking signals. They couldn't have gone far, especially with nowhere to run."

All 6 of them saluted and they jumped up into the air, taking flight to the skies. Once they were away to do their business, Galvatron just walked around the fielded area, looking around to see if there was anything worthy of value for him to take or destroy.

However, a few Decepticon members standing together weren't too happy. Looking up to the skies and spying on their Shadowcon allies, they all shared unhappy looks on their faces.

"Those Shadowcons are hogging all of Galvatron's attention!" Skywarp snapped.

"They're making us look incompetent!" Thundercracker.

"Logically speaking, they haven't done anything to do so," Shockwave said.

"But what if they do? I don't know about you, but I'm not letting some newcomers without any explanation for where they came from take over my position. I worked hard to get Meg-ugh-Galvatron's trust."

"Soundwave superior. Shadowcons, inferior."

"Alright, lets all take a moment to think this through. Galvatron obviously hasn't said anything about that yet, but we need to learn to work with them. If indeed they are trying to steal our positions away from us, then we're going to have to... solve this problem ourselves."

The Decepticons nodded.

"But what if they find out? We can't let them turn Galvatron on us," Octane said.

"They won't. My brains are far more superior than theirs, and they won't be able to turn Galvatron on us. We are more loyal, more trustworthy, and we have more brains than any other Decepticon in his army. This won't be something that they can take from us...", Shockwave finished as his yellow eye flashed.

Little did they know that far from above, they were all listening thanks to Earpierce's sonar and radar technology. They heard every word, they heard every voice, and they heard every ounce of loathing from them.

"This won't be something that they can take from us..." Earpierce recorded back.

"Well... they think we're taking Galvatron's trust away, do they?" Jet chuckled.

"But we are," Hypermind bluntly said.

"Yeah, that's literally why we're here, to turn Galvatron against everyone so he only trusts us and so he can focus on destroying the Matrix and killing Sunset Shimmer. And should any of them find out our real plans, along with Unicron's real plans, it'll turn them all on Galvatron and they'll most likely side with the Autobots," Rush said.

Earpierce turned her blank face towards the reader.

"Everybody got that? Everyone have this complicated and confusing plan in mind? You do? Good. Back to the action!"

The fembots glared at Earpierce for a second with confused looks.

"Why were you talking to the sky?" Tremors asked.

Jet's hand scrunched her face.

"Moving on... as true as that may be, we cannot let it show. We need to turn Galvatron on them so he can put all of his focus on Sunset Shimmer and the Matrix. If any of them discover our true intentions... well, then they need to be terminated from the mission...", Jet Black Spark laughed.

The other Shadowcons all laughed in harmonious diabolical agreement together. This was one plan they were all going to enjoy taking part in. And none of the Decepticons knew their true intentions...

Author's Notes:

I'm gonna be busy all of today studying for my last exam, so I wanted this done for you guys. Now with that said, let me say I'm sorry for this small semi-rant.

---

Let me make something clear to you guys. Now I'm not mad at any of you guys, but apparently I need to make this clear in case you didn't pick up on it.

First of all, Optimus Prime is NOT dead. Kay? That cliche of killing him is old and tired, and you all know he comes back again anyway, so there's virtually no point of bringing him back again.

Second, if you DARE insult me by calling me an F-ing idiot, I will delete your comment. So, just telling you now, Optimus isn't dead, don't insult me if you want to stay friendly with me, and we'll move on from there.