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Transformers Equestria Girls In Disguise 3: The Past Awakens

by FourShadow

Chapter 5: Part 1: Picnic

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Back in Canterlot City, the rest of Sunset's friends were on their way to a public park for their picnic. Flutterhsy had called the others and told them that she had set up a picnic spot underneath a tree, during a nice and bright sunny day. A place where the sun wouldn't beat down on them, in the shade.

The only people that were at the spot currently was Fluttershy who was setting up a blanket, and two Autobots. Bumblebee and newly refurbished and rebuilt Prowl. The two Autobots were hanging upside down in a tree, intently staring at a little bird that was chirping on the branch. Being fascinated by the organic life on Earth, Prowl wanted to see more of the life that was around. So Bumblebee invited the ninja-bot to join them and hang out with him and Fluttershy while they waited.

The bird on the branch wasn't even paying attention to them, it was just minding its own business. It didn't even notice the stray cat that was crawling right behind it.

"Fascinating isn't it?", Bumblebee said, "It moves with a perfect amount of movement and grace, ready to make a move."

Prowl just moved his head slightly giving a nod. Fluttershy who was still setting up the picnic, turned her head to see Prowl silently observing the animals.

"You like nature?", Fluttershy asked.

"I do," Prowl said, "All of this organic life, this nature, its absolutely amazing. All of the organic life that I have come across on this world is absolutely stunning... and this one right here is particularly amazing. Such stillness and... grace..."

"Hey Prowlie!"

Prowl and Bumblebee were caught off guard and the two Autobots fell out of the tree landing on their backs. And the bird that was on the branch before had flown off and the cat ran away screeching.

The two Autobots arched their backs up and looked to see Pinkie Pie and Jazz standing together with big grins.

"Sorry, didn't mean to scare you!" Pinkie said.

Prowl just snarled and grumbled something incomprehensible. This wasn't going to be his day...

"Must you be this loud, Pinkie?", Prowl asked.

"Oops. Sorry!" Pinkie blushed.

Prowl just moaned and scrunched his face, "You know, I think I'll just go on patrol for a while. You enjoy your picnic."

Prowl performed a ninja jump into the air landing on his feet far from the group onto the open road. He converted into a motorcycle and he sped off creating a small skid mark right behind him.

"What's got him so worked up?", Jazz asked.

Bumblebee looked back, "He's mad because you scared off an animal. Again."

Jazz gave a bit of an embarrassed chuckle, "Whoops..."

"Oh don't feel bad, we've all scared off animals at somepoint or another," a voice from behind said.

Jazz and Pinkie turned around to see Rarity and Knockout standing together with smirks. And right on their left was the rest of their friends who had shown up. The rest of the girls, including the Shadowbolt girls, and their Autobot guardians.

"Afternoon girls," Bumblebee said.

"Hey Fluttershy. Bumblebee," Applejack smiled.

The girls exchanged their greetings and they all sat down setting up plates and the food for the picnic. They also put out Energon cubes and oil cans on another blanket for the Autobots that were invited as well.

Everyone took a seat, and they began a conversation.

"So, uh, how's living with the Autobots?", Twilight asked, to the Shadowbolt girls.

"Its awesome!"

"Rockin!"

"Absolutely wonderful."

"Its alright."

"I love it!"

Twilight's friends all exchanged glances to one another with some smiles. It seems the Shadowbolt girls had been getting better since the Autobots came into their lives.

"Living with Hound here is awesome. I've finally got someone who can catch up with me, and I've got a workout buddy," Indigo grinned. Both Hound and Indigo shared grins as they looked to their friends, and while they didn't face each other, they gave each other fist bumps.

"Not to mention her parents are okay with her living with a sentient robot from outer space. Although I think her dad is a little too okay..." Hound winced.

"Aw, he's just messing with you. He likes you because you're a military guy, especially since you turn into a jeep," Indigo replied.

"Okay... well what about you Lemon?", Twilight asked.

"My dad's fine with old Blaster here. Dude's got the perfect beats to get me in the right mood whenever I'm working. Plus I get to take him inside of our school!" Lemon squealed with an excited grin.

"Just don't let her take him into the classroom when you're trying to study. The combination of them both scares me..." Sunny said, shuddering.

"Well what about you and Outback? How has he adjusted to your new home?," this time coming from Rarity.

"I've gotten along with Sunny and her siblings fine, although I do wish her parents were a little more tolerant," Outback said.

"How come?" Applejack asked.

"For one they don't know that I'm a robot, second they think that I'm Sunny's new vehicle she bought and paid for and they believe I'm a waste of money," Outback snarled. He muttered something the others couldn't understand, but they could tell he wasn't pleased in the slightest.

"Just give them some time, I'm sure they'll come around to having you in their home," Applejack said before turning her head to the other bespectacled girl with them, "What about you Sugarcoat? Are your parents alright with Highbrow with you?"

"Well that's a bit of a complication Applejack. Since he's a helicopter he couldn't really pull himself up in the parking lot. The only thing he could do was just split into his head component and just walk with me to the house. He leaves his body over at an airfield," Sugarcoat replied.

Highbrow shook his head with distaste, "Not something I really want to do, but then again her parents would question the giant helicopter parked on the front lawn," Highbrow said taking a sip of oil.

"And what about you Sour? Have things with you and your father gone alright with... you know..." Rarity said, making hand gestures.

Sour blushed a bit, making Smallfoot giggle.

"Her father is fine with us Rarity," Smallfoot replied, "We've talked it out and he's perfectly okay with me. Although he keeps scaring me. Every time I look at his eyes, he always seems to have a 'you're dead to me' look."

Smallfoot shuddered, "Scary."

At that moment, their conversation was interrupted to hear a whirring sound and a giant green portal spawn right on the pathway on the right of them. Stepping from out of the portal was a girl in blue jeans, boots, and a blue blouse with fiery hair.

"Sunset Shimmer! Over here!" Pinkie called out.

Sunset turned to see her friends and gave a friendly smile as she hopped on over to join them.

"Sorry I'm late girls. I've been trying to deal with our new recruits," Sunset said as she sat down.

Sugarcoat raised a brow and lowered her glasses, "And by new recruits, you mean Tracks and Strongarm."

Sunset paused, "Well I wouldn't really say its them, but uh... yeah no its them."

The Autobots groaned. Trying to deal with Strongarm and Tracks was annoying beyond all belief and they were getting tired of their nonstop fighting.

"But there is some luck that came from today. We just caught another one of Airachnid's pack members," Sunset replied.

"Sweet! Who'd you nab?", Rainbow asked.

"We've got Terrashock, who's safely locked away with Fracture and Sideways," Sunset replied, "Who are now being transported to Autobot City."

"Wait, what?", Fluttershy asked.

"Autobot... City?", Twilight followed.

Sunset gave a chuckle, "Apparently this was something they had been working on for three years. They've traveled out to Oregon, and they've set up a city where they couldn't be seen."

"And they didn't tell us this because..." Sugarcoat droned.

"This was during the first few years they were on this planet. They never told us since they hadn't revealed themselves to humans yet. The point is, we've got Decepticon fugitives in custody who are now going to Autobot City," Sunset replied.

"Okay, and now we've just got... ugh, several more Decepticon fugitives," Rainbow groaned.

"Oh I'm sure its not that bad," Fluttershy said.

"Yeah, but some of them are still loose on Earth. Pseudo, Nightstrike, Blackarachnia. They're still out there!" Rainbow exclaimed.

"Rainbow, relax. They may have gotten away once, but we'll get them locked up soon enough," Sideswipe said, patting Rainbow's shoulder.

Rainbow grumbled a bit. With the numerous amount of encounters with the Decepticons that had shown up on Earth and had tried to attack their friends without end, she just wanted them to be put to an end.

"Oh Sunset, I wanted to ask, did you have another... nightmare?" Twilight hesitated.

Sunset paused, and bit her lip. She really didn't want to talk about this.

"Sunset, dearie are you okay?" Sunny asked.

Sunset sighed, "No... I had another nightmare about Megatron returning."

Twilight moved over and gave Sunset a hug, patting her on the back. She felt so bad for her, and she didn't know what to do. What could she do to help her?

"Was it the same one like the other ones?", Sugarcoat asked.

"Well... yes and no. I saw something else in my dream that I... I don't even know what it was. But whatever it was I'm starting to get concerned," Sunset said.

"Well what did you see?" Ironhide asked.

"I... I saw Megatron, standing victorious as always, but then I saw all of Equestria... and this being, this thing, the size of a planet said that he considered sparing it but said now that I would witness its destruction," Sunset said.

Jazz and Pinkie gave shocked looks, this wasn't sounding pretty.

"Yikes...", Knockout said.

None of them even saw it, but Smallfoot in particularly had a scared look on her face. Her eyes were widened, and her jaw was lowered a bit. Somethin about what Sunset described sounded all too familiar...

"I don't know what I saw but... it didn't look good. I'm not even sure if it was real," Sunset finished.

"It is real," Smallfoot interrupted.

Everyone's eyes turned upon Smallfoot who now had a serious look on her face.

"Sunset, I'll explain everything that I can that I know. Me the Guardians are familiar with something that you described to us... However we'll talk about this another time. This isn't a good time to bring it up," Smallfoot said with no emotion in her voice.

Sunset gave Smallfoot a nervous chuckle. Something about the way Smallfoot said that sounded very unsettling. The other Autobots gazed to each other with nervous looks as well. They knew instantly what Smallfoot was talking about. They too had remembered what the Guardians had described to them on the tragic day of Gobotron's destruction...


Things may have been okay for Sunset and her friends, but what they didn't know was what was going on Cybertron. The Decepticons now in possession of the remaining Allspark fragments had been striking forces on Cybertron left and right trying to take control. But alas while they had the power, they still weren't beating the Autobots. But the Decepticons still wouldn't give up. They couldn't. There had to be a way to defeat their enemy once and for all. But how? Little would they know help would come their way...

In a city on Cybertron just off in a little city belonging to the Decepticons, they were busy at work. They were discussing plans and ideas for when to make the next strike against the Autobots.

But one Decepticon in particular had other plans, and he was focused primarily on other things. For outside in the city, a purple tank sped along a road in the abandoned Decepticon city as it scoured the area, looking for anything that could be salvaged from any of the torn down buildings.

What could be out here that was useful? There was nothing to be seen that was of any interest or use. However the tank came to a halt. A small beeping noise was going off on the tank. Like something nearby had set off an alarm or something.

The tank transformed. The treads near the front formed into shoulders while the treads near the back formed into legs, and the tank turret mounted near the side of the figure's arm as an arm cannon. The figure's face that was formed was void of any facial expressions except for the lone red eye in the center, and there horns on the side of the figure's head, almost bug-like horns. In his left hand, he had a small tracking device and he raised it up to take a look. The tracker was going off, beeping rapidly. Something in front of him was setting it off.

He turned to the left and saw an abandoned building that was torn down, with tons of debris inside. The source must have been coming from there.

He walked inside of the dark and deserted building, his one eye being the only source of light providing aid. He gazed up and saw the giant hole that was bigger than his entire body. It was almost like a ship had crashed through the roof. What crashed here?

The Decepticon shined a light from his shoulder and scanned it around the abandoned base. All the light was picking up was debris, debris, more debris, more walls with big holes in them, giant stasis pods that looked covered underneath the ruble, more debris... wait. The light shined back and there was something in sight that was of high interest. The Decepticon moved towards the object that was buried and removed parts of the ruble covering it. Once the light shined on the giant pods, he moved it around to look through the glass. There were two pods, each containing a robot roughly around Decepticon size.

The first robot gray ankles, a blue chest and legs, gray arms, and a dome shaped head. With how the light shined, there appeared to be some yellow on the back of his head. His eyes appeared visor-like, but it was easy to tell he was asleep since there was ice formed inside of the pod like a cryo-mechanism. The other robot in the other pod had more revealed on him. There were tires on his shoulders, his legs were blue, his chest was mostly red, his arms were more cylinder in shape, and his head was smaller than the other robot.

The purple robot stared for a few more seconds before raising a talon to the side of his head, activating a com system.

"Crasher. This is Shockwave. Contact your Renegade allies. I believe this has something of interest to you..."


An hour had passed on by before any of the Renegades had shown up. Not a lot of Renegades showed up, but there was enough to handle the situation.

The black colored Renegade Crasher gazed to Shockwave with an evil grin, "we'll handle this situation. You should probably go back to talk to... Starscream," she chuckled.

Shockwave just gave a nod and left the abandoned building to the Renegades. Crasher and the few Renegades standing with her gave a few nods. Crasher tilted her head a bit as she looked at them, and they walked right towards the pods. She readied her fist and pointed it towards the locks on the pods. Her fist began glowing with energy and a shot of energy blasted onto the locks, destroying them and splitting them into pieces.

The Renegade on her right performed the same movement and fired a beam onto the stasis locks on the other pod. Both pods began hissing, and the top covers of them slid open and a cloud of steam began flowing out from both pods, and there was a lot of it. How long were those pods closed up?

The Renegades even had to blow and swat some of the steam away from clouding their optics.

The steam began to die down, and eventually the pods were revealing two giant robots inside. Crasher gasped when she saw the figures that were revealed.

"Coptor and Cy-kill...", Crasher gasped.

"But I thought they had perished from that... that monster...", Fitor stammered.

Their conversation was cut short when they heard moaning and grumbling coming from the pods. The Renegades were emerging from the pods, pulling themselves out trying to get back up on their feet. The Renegade with tires on his shoulders stood on his feet, but quickly fell forward, having an unstable balance. Luckily his hands saved him from the fall. Once he raised his head up he saw a black metallic hand lowered to him. He gazed up and smirked when he saw who was standing in front of him.

"Crasher!", Cy-Kill said.

"Cy-Kill!"

Cy-Kill put a hand on Crasher's shoulder, "you're alive!"

"But you and Coptor, you're both alive! I thought rumors of your deaths were true! I thought you two had perished from that... that thing, that monster who destroyed Gobotron!"

Cy-Kill shook his head, "No my dear. Coptor and I took the closest Thruster and escaped from the planet as far as we could."

The Renegade turned his head to see some of his other Renegade partners smirking and giving happy looks of relief. They hadn't seen their leader in so long it felt good to give smiles.

"Is this all that is left of the Renegades?" Coptor asked who stood next to Cy-Kill.

Fitor shook his head, "No. Believe it or not, we still have Renegade allies who live."

Cy-Kill looked back to Fitor, "What has happened in my absence? Where are we?," Cy-Kill paused for a moment and stared at the purple logo that was on Crasher's chest. But it wasn't just on hers, it was on the other Renegades that were standing in the building with them, "And what are those ridiculous symbols on your chests?"

Fitor grinned, "We'll explain on the way. But not here, the Decepticons won't want to see our real leader here."


With Cy-Kill back in his leadership position, he found them a place to talk in secret so they could meet the rest of their Renegade allies. With the news discreetly spread about Cy-Kill's return, the rest of the Renegade allies that had survived the destruction of Gobotron met up with each other over in a secret alleyway so they could speak in private.

"Its so great to see you again Cy-Kill," Twin Spin grinned.

"It hasn't been the same since we've lost you," Block Head followed.

Cy-Kill still kept a devious grin, "Yes, its wonderful to see you all as well. Now tell me, what has become of our Renegades? Are we all that stands?"

The Renegades gave sad nods.

"As much as we hate to say this, we're all that's left of the Renegades of Gobotron. Everyone else we know... is no more," Snoop said.

"We barely escaped with our lives. Some of us never even escaped. Dr. Go, Stinger, Bug Bite... We're all that remains..." Fly Trap replied.

"Until a few weeks ago. We've now lost Pincher, Vamp, Sky Jack, and Night Fright," Zero followed.

Cy-Kill scrunched his face, trying to take in what he had just heard. This was all that was left of them? Just a few measly soldiers? The Renegade felt his blood boil and his teeth gritted against each other. He let out a snarl and threw a laser beam blast to a wall destroying more parts of the wall. He had no desire to take it out on his soldiers since he had lost thousands of them.

Cy-Kill groaned again, "Well if this is all that's left of us, why do you wear those absurd symbols?", Cy-Kill said pointing to the Decepticon logos imprinted on their bodies.

Some of them looked towards the symbols and gave a few nervous chuckles.

"Uh, we've uh... the Decepticons put them on us for our allegiance to their cause. They cause destruction and chaos and they've wanted to dominate this entire planet! We couldn't resist!"

Cy-Kill gave a quizzical look, "Hm... Interesting. Can you tell me the name of the leader of these... Decepticons?"

Geeper Creeper spoke up, "the leader was the most powerful Decepticon named Megatron, but alas he was defeated by someone the Decepticons call... Sunset Shimmer."

"And where is Megatron now?"

"He's tossed into space. We believe he's dead," Water Walk replied.

"Hm... No leader means ample opportunity for me to take over..." Cy-Kill chuckled.

"Uh, Cy-Kill? They have someone else taking his place. His name's Starscream, second-in-command. And a total moron," Crasher said.

Cy-Kill's eyes widened, "WHAT!? He's the leader? There is only one leader, and that is me! And you all are reduced to being his lackeys?"

The Renegades gulped and gave nervous nods.

"There is only one leader, and that is me. And the only ones in charge will be the Renegades. There may be just us that's left of the Renegades, but now that I have returned, its time that we've taken over. But there are still things I must know. Are there any Guardians that have made it out alive? Especially that miserable do-gooder Leader-1?"

The Renegade Re-Volt shook his head, "No one has seen Leader-1, Scooter, or Turbo in thousands of years. But as for the Guardians, there are still Guardians remaining. They've aligned themselves with the losers on this world, the Autobots. And now they all are on Earth with the leader of those Autobots, Optimus Prime."

Cy-Kill gave an understanding nod, "Very well then. But if we're going to rule, we'll have to do a few things first. We'll have to take control of all of those Decepticons. There will only be Renegades in charge... and once we do, we'll load up and stage an assault on Earth to destroy both the Autobots and the Guardians. But as for Sunset Shimmer... well, lets see how well she'll do when she faces me..." Cy-Kill grinned.

The Renegades gave evil laughs and grins.

"Oh I'm going to love this," Crasher said.

"Yes you most certainly will Crasher. Renegades! Prepare for our assault!" Cy-Kill yelled as he raised a fist into the air.


Inside of the Decepticon base, some of the Decepticons were busy planning their next stage of attack. All the while Starscream gazed out the window, staring at the empty city. How abandoned and lifeless it looked. A city that had once had lively colors and tons of Cybertronians reduced to cold and dead like a ghost town.

Starscream smirked as he stared outside but spoke to his comrades.

"My fellow Decepticons, what is Crasher's status on the strange object that Shockwave has discovered?"

Starscream turned to face a few of them.

"They haven't reported back in a long time. I'm starting to get worried," Strika said.

"Oh don't overreact. They're probably just giving a a thorough look. The moment they have something to report, they'll--"

The alarms interrupted their conversation, with red flashing lights and an earpiercing sound. The video monitors flipped on to reveal a panicked Decepticon.

"Starscream! The Renegades are overrunning all of us, and someone's leading them! I don't know how much longer we can- No. No no! No! AH!!!!"

The monitors shut down, and the Decepticons leaped from their positions holding their guns out. Starscream snarled, "Decepticons. We must stop their takeover. I want to know who's leading them and I want his head!"

They held their guns tightly in their hands and pointed them towards the door, mouths snarling and eyes glaring intensely. They gripped the gun with one hand while the other hand held the rest of their gun with their other hand.

The door they were staring at was being pounded against by tons of fists punching it. Like if they were trying to bolt on through. But the pounding of fists came to a halt and it was silent. The slamming had stopped. This was no good sign. Just then, there were sparks seen sizzling out the edges of the door, and it was going all around the lines and corners, like it was being cut through. It was slow, but the incisions were being cut swift and strong.

Starscream and the other Decepticons continued to stand ready for whatever threat or Renegade would come charging through that door.

The final cuts were finally made and the door burst down, and out charging in were several Renegades who were shooting up the place. Their fists were beaming with energy, and then they began to fire shots towards the Decepticons by surprise. One by one, they were shot down like targets being used for combat practice.

The only left standing was Starscream who slowly backed away from them. He began stepping back, and before he could react he was met with small laser beams to the chest, sending him across the room landing on his back.

He looked up to face the leader Cy-Kill stomping towards him with steaming fury, and Starscream backed away from him, not ready to take any more pain.

"W-Who are you!?" Starscream shrieked.

"He's our leader now Starscream. Our real leader..." Crasher chuckled.

Cy-Kill's eyes glowed, "If you value the lives of your own soldiers Starscream, you will surrender now and tell me... where is Sunset Shimmer?"

Author's Notes:

I know the scene with the picnic kind of just drags off, but I didn't know how else to finish it. My apologies.

On another note, Cy-Kill officially has entered into this world. Hopefully things might get a little interesting... but probably not. I want to try to do which I didn't see a lot in the Transformers movie, was try and use as many of the characters as I can to give them a bit of screen time while also not keeping the focus off our main leads, kind of like how the movie did. You understand that right? I hope?

Which means in my case, the Gobots will get a bit of screentime here and for a few more chapters. Don't worry, we'll get the real focus back on the Decepticons.

Next Chapter: Part 1: Uncertainty Estimated time remaining: 13 Hours, 48 Minutes
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