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Friendship is Deceptive

by Kris Overstreet

Chapter 1: 1/1: A Robot's Worst Nightmare (Friendship is Magic pt. 1)

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“Here you are, Princess.”

Mayor Mare held out a key on one hoof, allowing Princess Celestia to take it in her magic before gesturing at the large two-story stone building tucked into the alleys just off of Ponyville’s town square. “We haven’t used it in several years, you know. No guards in Ponyville since the last time the timberwolves tried to invade the town.”

“Yes, I know,” Celestia nodded. “But with my student continuing her studies here, I’ve decided that needs to change.” She gestured at a group of creatures, mostly ponies, standing nearby. “To that end I’ve brought some new guard recruits.”

The mayor peered through her glasses at the group. “Recruits?” she asked. “Two of them are foals! They ought to be in school!” She gasped and continued, “And two griffons? I can’t remember the last time we even saw one griffon in town!”

Celestia laughed. “I admit they look unusual,” she said. “But I have it on good authority that they are quite capable.” She gestured the group closer, adding, “Allow me to introduce the new leader of the Ponyville town guard, Captain Megatron.”

A hulking figure of a unicorn stallion, coat shining silver in the brilliant sunlight of the first day of summer, led the group over to the two mares. After him came a trio of pegasi of mismatched colors, followed by a pair of griffons and a large black jungle cat. Another unicorn, pale eyes squinting in the light, picked his way more carefully across the clearing, escorted by the two earth pony colts the mayor had noticed before.

The big stallion brought his right foreleg across his chest and then raised the hoof high in an ancient Pegasopolis salute. “Pleased to meet you,” he said, raspy voice purring with warmth. “You may be assured that I will keep your town secure from any who would break the peace- from inside or out.”

“Er… that’s nice,” the mayor said nervously, a bit of a flush growing on her face. “Anyway, I’ll see about getting some ponies over to help clean the old place out and make it fit for ponies to live in. If you’ll excuse me, Your Highness?”

As the mayor left, Megatron muttered, “You didn’t tell her where we really came from.”

“I leave that up to you to decide,” Celestia said, equally quietly. “But if I introduced you in Canterlot as the ones who unlocked my sister’s prison, you would be at the center of intrigues long before you became accustomed to this new world. Ponyville is a small and unimportant town. A good place for a pony- er, a person,” she corrected herself, “to find themselves. Once you’re more certain of your place among us, you are free to reveal yourselves as you like, or not, as you decide.”

“Most wise,” Megatron said. “It’s nice to deal with someone who understands the importance of not revealing themselves until the moment is right.”

Celestia sighed. “That’s not exactly how I meant it,” she said. “I’ll do what I can to try to find a way back to your world, but in the meantime I encourage you to make yourselves at home here. I’m afraid the guard budget will only allow salaries for you and Lieutenant Starscream, but I will personally provide a starting fund to allow your group time to get on your hooves again.”

“We’ll put it to good use,” Megatron agreed. “I guarantee it.”

“I’m sure you will!” Celestia smiled. “Welcome to Equestria, Megatron. On behalf of my sister, please treat this land as your new home.”

Megatron’s smile took on a bit of a tooth-gritting nature. “A place more unlike our home is hard to imagine,” he said. “But I will admit the situation is much less… unpleasant… than when we first arrived…”


Megatron’s optics came online to a vista of stars. A warm wind blew across his face, and unfamiliar aromas tickled his olfactory sensors. Groggily he realized he was lying on his back, with the sensation of those wretched green organic things- grass, that was the word- he lay on irritating him no end.

He tried to push himself upright, and servos and joints moved in directions totally unfamiliar to him. His arms slipped out from beneath him, and he fell flat again.

Something is wrong, he thought to himself. Internal diagnostic.

No response came, except for a vague sensation of dizziness and weakness.

Then his optics flickered... no... something closed over them, for a split second. He willed it to happen again, and then a third time, slowly, and this time he could feel something physically covering his optics..

What has been done to me? he thought. When I find the bot who has had the temerity to alter me, I shall make him regret the day he first came online.

He tried to sit up again, and flopped back again. His balance hadn’t yet returned to him. Instead he raised an arm to bring his hand into view...

... and then, only then, did he notice that he no longer had a hand. The arm in his visual frame terminated in a more or less blunt end, black and hardened but obviously not any form of metal. Disgusting silver fur clung to his arm, shining faintly under the light of the large flawless moon overhead.

“What,” he gasped, and then he realized he was in fact breathing- his chest moving in and out, pumping air through a horrible organic pseudo-carburetor. He took a deep breath and shouted, “WHAT HAS BEEN DONE TO ME??”

“Oh-ho!” a feminine voice, dripping with amusement, echoed around the open area where Megatron lay. “So my savior lives after all!”

Rage boiled through Megatron’s... through whatever organic creatures had in place of circuits... as he struggled to find the speaker. “Did you do this to me?” he roared. “Did you trap me in this disgusting fleshling body?”

“Disgusting?” A clear, cold chuckle came from that female voice. “I find you quite handsome, myself.” Something dark and shadowy crept into the edge of Megatron’s vision. “But no. Until a few moments ago I was in no position to do anything to anyone. I was trapped, a prisoner in the Moon, held captive by my sister. Until your magic released me.”

“The moon?” Megatron’s optics- eyes, the word is eyes if you’re a fleshling- automatically sought out the bright object in the night sky overhead. What he saw was neither of the two moons of his home world Cybertron, nor the cratered, lava-spattered dead world which orbited Earth. This orb seemed almost without flaw, glowing with what appeared to be its own inner light in defiance of the most basic laws of physics. But... but... “We were going to the moon...” he muttered. “We were going to strike an Autobot base... but something went wrong with the space bridge...” He tried sitting up again, and this time he did manage to prop himself up on his arms, then to sit forward. “And now I am on another world.”

“My world, my friend,” the female voice replied. The source came into focus at last- a quadrupedal creature of night and shadow, a crescent moon displayed in a field of black on its hindquarters. Reptilian eyes gazed out from eyeholes in a dark armored helmet, which opened to admit a long spiraling horn from the top of her head. Large feathered wings rustled against her sides as she continued to walk around Megatron, almost concealed by the field of stars and nebulae which seemed to swirl from her head and tail as if to substitute for her hair. “Welcome to Equestria, land of the ponies. Which, after a thousand years of waiting, shall be mine at last.”

“Is that so?” Megatron replied. Rage had passed, as well as fear. He was in control of himself again, cool and wakeful of opportunities... and perils. The creature before him, and the world she represented, offered both. Thankfully, unlike that sanctimonious Optimus Prime, this newcomer appeared to share his own attitude about who should rule.

He much preferred dealing with conquerors than with heroes. Conquerors were much easier to subvert.

“Allow me to introduce myself to the future ruler of this world, then,” he continued. “I am Megatron. Leader of the Decepticon armada and ruler of dozens of worlds across the galaxy. I was travelling with a handful of my elite warriors to smash an outpost of a pathetic resistance group called the Autobots. Somehow I have been transported to your world...” He looked down at himself, noticing that his legs- his hind legs, now- ended in the same silver fur and black hooves as his arms- his forelegs. “And transformed into a form totally alien to my natural state.”

“Ahh, I see,” the creature nodded. “You have traveled farther than you know, Megatron. You have crossed the barrier between dimensions, from your universe into ours.” A pensive look formed on the pony’s face as she continued, “In my youth my sister and I made several such journeys with our mentor, Starswirl the Bearded. In many cases we also found ourselves transformed into alien shapes, the better to fit in to the world we were visiting. The same likely happened to you.” She leaned down and looked more closely at Megatron. A small smile crept across her face. “Were you as large and powerful as your current shape would suggest?” she asked. “If so, you must have been a most doughty warrior.”

“None stronger,” Megatron said proudly. “I have defeated scores of foes many times my size.” And many times have I been defeated by one particular inferior, but that is none of this creature’s business. “And once I learn the use of this new body, I look forward to trying my strength once again.”

“I doubt it not.” A light surrounded the creature’s horn, and Megatron felt himself be lifted off the soil, body turning in air until his limbs were pointed more or less down. “Let your legs down, and we shall see if they hold your weight,” she said.

Megatron reached down and found that the position of all fours felt... proper. Indeed, once lowered to his hooves, he had the first sensation of strength and solidity he’d experienced since awakening in this new form. “Yesss,” he said quietly. “This is indeed an improvement.”

“I am glad to hear it,” the creature said. “I look forward to seeing my captain of the guards in action in the future.”

The assumption of superiority might have enraged Megatron in other circumstances. Here and now, he found it amusing. Yes, think yourself my superior... and by and by I shall demonstrate how wrong you were. “Captain of the guards?” he asked. “Your offer flatters me. But are you not making several assumptions?”

“But what else would you do?” the creature asked. “It would be a place of honor in the new regime. I would find you most useful...” Her eyes looked up and down his form- and, he noticed now, they were on a level with his own eyes. Her smile widened in appreciation for what she saw as she added, “And I could provide all sorts of... benefits... for such a warrior as yourself...”

Something about the creature’s glance unnerved Megatron. His experiences with females of his own kind had been... well, they ranged from the exasperating to the nigh-lethal, and always totally unpredictable. He’d found it easier in the end to just order them all obliterated on sight, and even that hadn’t been totally effective. “And who would I be serving, if I may be so bold as to ask?” he purred.

“You certainly may,” the creature said, standing at her tallest. “I am Nightmare Moon! A thousand years ago my sister Celestia imprisoned me to prevent me from taking my rightful place, but now I have returned! And once I have disposed of my sister, the night shall last FOREVER!”

The laugh which followed confirmed it in Megatron’s mind: yes, quite totally mad, although in his experience “mad” and “female” were synonyms. (It never entered into his head that the one common factor in all his experiences with "mad" females was himself.) But he could use this particular kind of madness. “A worthy ambition, I’m sure,” he continued. “But I would ask-”

“Ask away, my handsome stallion,” Nightmare Moon replied. “Once I have taken care of my sister, if it lies within my power, it shall be yours.”

“As I said,” Megatron continued, “I was traveling with my elite warriors. Soundwave. Skywarp. Thundercracker.” He couldn’t suppress a sigh as he finished, “And my second in command, Starscream.” He looked around him, seeing old, cracked stone walls, ivy grown half-wild, and a patchy lawn of grass and dirt, bordered by a chasm surrounding the area on three sides. “Have they not come here with me?”

“Oh, I’m sure they’re about,” Nightmare Moon said. “I saw you all fall to earth along with me, here at my ancient castle.” She looked around briefly, then shrugged. “I found you first. And I liked what I saw so much,” she added, her smile widening to show a mouth full of teeth that belonged on a sharkticon, “that I lost all interest in looking for your fellows. But they can’t be far.”

“Could you help me-”

“Alas, not just yet,” Nightmare Moon said. “Dawn is almost upon us, and I must confront my sister before she raises the sun.”

Raises the sun? Megatron filed this insane notion away for future reference, saying nothing.

“But once I have my revenge,” the pony continued, “I shall return, and then shall begin the reconstruction of my kingdom! And all ponies shall learn to love me and my beautiful night!” And then, laughing that insane laugh again, the pony faded into a cloud of smoke and stars, which swirled away on the wind and vanished.

A hologram? Megatron wondered. It would make sense... or possibly some mode of teleportation like Skywarp’s. Either way, a reminder that my host is more than she appears. Whereas I, lamentably, am currently less than meets the eye, in a weak flesh body I hardly know how to operate.

He waited a few moments longer to be sure the creature was well and truly gone before taking a deep breath and shouting as loudly as he could, “DECEPTICONS! REPORT!”

A soft moaning sound came through a crack in the stonework. Carefully at first, but with growing confidence at each step, Megatron walked over to the crack and looked inside. A portion of the roof had given way in the distant past, allowing the moon to shine on a lump of darkness that slowly shifted and writhed on the crumbled stone inside.

Megatron put one forehoof into the crack, then the other, and then pulled. With an ease that surprised him, large slabs of stone gave way under his strength, sliding out of ancient mortar and falling to the ground beside him. With the hole wide enough for him to pass through, he entered the small chamber on the other side, stepping up to see a creature similar to Nightmare Moon, but without any armor. The torso was white except where covered by a pair of deep purple wings, a color matched in the thing’s lower limbs. Unlike Nightmare Moon, this creature had ordinary hair growing in a long mane down its head and neck and from its tail. A lighter symbol shone from its flank, shaped in the four-pointed star of a collapsing subspace field.

“I gave you an order, soldier!” Megatron shouted, giving the limp figure at his hooves a shove just barely short of a kick. “Report!”

“Aw, c’mon, lemme off-line a little longer...” The creature had Skywarp’s dull-witted, truculent voice, along with his color scheme. He raised his head, blinking in the moonlight, then going wide-eyed at the sight of Megatron. “M-m-m-m-MONSTER!!” he shouted, and then in a flash of light he was gone.

“Skywarp, you fool,” Megatron muttered. And of course he still has his power. Whereas my fusion cannon is long gone, unless it fell somewhere else in this pile of-

A glint of moonlight shone from an unexpected direction. Megatron turned to look, nearly falling down as nine million years of bipedal programming tried to override less than ten minutes of quadrupedal instincts. Once he’d recovered his balance, he recognized the source of the light: a free-standing mirror, slightly cracked but otherwise intact in its frame. Curious, he hooked its base with one forehoof and carefully dragged it away from the wall and into the moonlight.

There, reflected in the ancient glass, stood a muscular quadruped with a broad blunt muzzle, piercing red eyes that faintly glowed in the dim light, and a close-trimmed crop of midnight-black mane running from ears down to the base of the neck. The rest of him, save for a bushy tail and his hooves, gleamed a silvery color that seemed to amplify the moonlight. And there, on his haunch- on both his haunches, as he turned this way and that to examine himself- there stood the Decepticon emblem in proud royal purple.

So this is what I look like as a... a pony. A disgusting organic fleshling pony.

He moved again, noticing the muscles rippling in his legs and along his barrel. Well, he thought, if I must be organic, at least I’m a well-built organic. Perhaps that creature was less mad than I thought.

Nodding with satisfaction, Megatron picked his way across the rubble to a doorway, picked a direction, and set off in search of his warriors, whatever shapes they might be at the moment.


Rumble came online to the uncomfortable sensation of something burying a hoof into his stomach.

“Hey, get up!” a loud, grating voice shouted down at him. “I got some questions for ya!” Another kick buried itself right where the first had gone, well aside from any vital spots but still hard enough to sting. “I said get UP, ya punk!”

Rumble wasn’t going to stand for that... or, rather, he was going to stand for that, but only so he could give that back with interest. He sprang up onto his feet, shouting, “Hey, watch who you’re callin’ a punk, shrimp!” He discovered a moment later that he’d miscounted how many legs he (a) had and (b) needed, but through sheer force of will and a lot of foreleg-flailing he managed to remain standing on his hind legs. “Ya wanna piece of me? Let’s go!”

The stranger- a horse, dark red with black hair- froze in place. When it spoke (and since when did horses talk? Rumble wondered, Horses are stupid even for organics), its voice was softer, but not any less grating. Even when it whispered, it shrieked. “Rumble? Slag me, is that you, brother?”

Rumble’s memory finally identified the voice- which showed how rattled he’d been, since any other being in the universe with a voice anything like that would have taken a vow of silence out of pure shame. “Frenzy?” He tried to lean down for a closer look, then swayed and wobbled again as his precarious upright posture threatened to fail completely. “Frenzy, what-”

“Easy, easy,” Frenzy said, reaching a hoof up from his own all-fours posture to let Rumble lean on it. “Don’t try to stand up. It don’t work that way.” Slowly, with surprising gentleness, he lowered Rumble until his forelegs touched ground again. “See? We’re built to move like this.” The hostility returned to his voice as he continued, “And when I find out who reformatted us to move like this, I’m gonna-”

“Hey, hey, Frenzy,” Rumble said. “I’m all for puttin’ somebody in pain, but how about you fill me in first? Last thing I remember we were all in storage waitin’ for Soundwave to deploy us. We were gonna show the Autobots how ya take apart a moonbase.”

“Yeah, that’s what I got too,” Frenzy said, a little calmer again. “And then I woke up as some organic monster or somethin’. Can’t transform. No radio, no night vision, nothin’. Just slaggin’ organic.”

“You’re not a monster,” Rumble said. “You’re a horse. You know, four legs, hooves, panics easy, sometimes has humans ridin’ on their back?”

“Nah,” Frenzy said. “I gotta be some kinda monster. Now you,” he added, pointing a hoof at Rumble, “you’re a horse. An itty bitty purple horse.” He tilted his head and added, “Like the hair, though. Blue suits ya.”

Rumble decided to let the matter drop. Arguing with Frenzy always ended with him jumping the scrap of whatever bot was contradicting him, except Megatron (who he feared) and Soundwave (who he trusted). Not excepting Rumble (who he trusted, but according to Frenzy no bot was allowed to jump his brother’s scrap except himself, so he had to do it on everybody else’s behalf). Right now seemed like a bad time to learn how many piledriver punches this organic body could take before shutting down. “Whatever,” he said. “Scoped out Megatron? Soundwave? Any of the others?”

“How would I know?” Frenzy asked. “I didn’t know I’d scoped you until you talked! If this happened to us, who knows what they look like now?”

“Well,” a smooth, superior voice purred from above the two brothers, “you may not have scoped us, but we certainly have scoped you.”

Another voice, more nasal and much less smooth, added, “Yesss, hehe, yes, we certainly have! And it’s been such fun listening, hasn’t it, Buzzsaw?”

“A mild amusement, Laserbeak,” the first voice said. Something dropped down from the stone wall next to Rumble and Frenzy. “But one which loses its novelty rather quickly.”

Rumble felt his jaw drop, and he was pretty sure Frenzy’s had too. “Laserbeak??” he gasped. “Buzzsaw?” He waved a hoof at first one and then the other, who dropped down after his companion. “What have they done to you?”

“You mean, besides give me a proper voice for the first time in five million years?” Buzzsaw purred. “I could almost forgive those parties responsible for that, if they had consulted me first.”

“Ennnh,” Laserbeak sneered, “talking is overrated. A holographic recording of what I’ve seen does the job.” He raised a claw and whined, “And I really haaaaaaaate this... eeeew... orgaaaanic body...”

A deep growl echoed from the shadows, and fluid, furry, organic death slunk forward like a tangible shadow into the moon light, golden eyes gleaming at the others.

“Poor Ravage,” Buzzsaw said with mock solicitude. “He also has the organic body but, alas, not the ability to speak.” A beaky face managed to twist into a smile as he added, “I suppose you could say that... the cat has got his tongue.”

Ravage growled louder, making his lack of amusement totally clear.

Rumble looked over Ravage, who truth be told just looked like an organic version of himself minus the jump jets and laser guns. “Okay, yeah, I can get Ravage,” he said. Then he turned back to Laserbeak and Buzzsaw. “But what the slag happened to you two? You two look like Terrorcon rejects!”

“Why, thank you!” Buzzsaw said, reaching a claw up to stroke back the crest of feathers atop his head. His face and Laserbeak’s were almost identical, black rounded head, yellow eyes, and yellow beak. From there on it got weird. Their bodies were more or less quadrupedal, but the front halves had feathers, with their front legs ending in silver-scaled clawed hands with three fingers and an opposable thumb. Their rear halves, however, were covered in fur- Laserbeak’s black, Buzzsaw’s a dull gold- and their rear legs were those of a feline.

“Were you scared?” Laserbeak sneered, rocking his head back and forth with avian amusement. “Were you frightened of me, little bots? Now I, Laserbeak, am as large as you!”

“We were always the same size, dummy,” Rumble muttered.

“Don’t tell him that!” Frenzy hissed. “If he thinks he’s bigger than us, maybe next time he won’t run away from a fight!”

“Oh, Primus,” Rumble sighed. “Look,” he added in a louder voice, “did anybody see Soundwave? Or anybody else? Or is it just us-”

Somewhere not too far away came the bellow, “DECEPTICONS! REPORT!”

In an instant Ravage bounded away, into the stone ruins towards the source of the shout.

“And there goes Ravage to his master,” Buzzsaw sighed. “Loyal to the end.” The statement was not a compliment.

“Laserbeak is loyal! Yes, yes!” Wings opened up from Laserbeak’s back, their reddish feathers matching the rest of his forequarters. “I’m coming, Megatron! Laserbeak is coming!”

Buzzsaw shook his head, then gave Rumble and Frenzy a look. “Brothers, right?” Then he too spread his wings, large golden wings, and off he went after the other two.

Rumble and Frenzy looked at each other. “Wait for us!” they shouted as one, and with much less grace than the other former cassette warriors, they scrambled through a hole into the castle walls.


Moonlight lit up the ruined throne room almost as well as daylight. Tattered banners featuring a many-rayed sun and a crescent moon hung behind a pair of thrones raised high on a dais above the main floor. Crumbling stonework still framed fragments of the original stained-glass windows that had once flanked either side of the great hall. Multiple doors to dark corridors ran along either side of the room below the mostly shattered windowframes, and out of one of these strode Megatron, his hooves pounding the tramp of doom in stereo.

There he saw a creature, another one similar to that Nightmare Moon but without a horn. Its torso was a bright, vibrant red, with a red stripe marking the otherwise white feathers of the wings it flapped to maintain a slow hover as it inspected the thrones. Its other extremities, also white, ended in dark blue hooves. Its short-cropped mane and tail barely stood out from the shadows, gray on gray. The narrow yellow eyes that peered intently at the thrones bore a calculating look of intelligence, a look Megatron had known more than long enough to recognize it for the lie it was.

“Starscream. I might have known,” he said loudly enough to catch the attention of the flyer. “If there is a throne room somewhere, naturally I’ll find you in it.”

“I was already here when I came back online, Megatron.” Starscream replied, only a little defensive. “I’ve been trying to work out how creatures such as this,” he gestured to himself, “could create artifacts as detailed as these,” he gestured first to the thrones and then to the tapestries above them, “obviously without the use of more than the most primitive tools... without opposable digits.” He waved a hoof in the air again for demonstration.

“So you assume,” Megatron replied, “that these new forms we find ourselves in are those of the dominant species of this world?”

“That is my working hypothesis, yes,” Starscream replied. “After all, we of Cybertron were originally crafted in the image of Primus himself, were we not? And now that we have been transported to what is obviously an alien universe with different physical laws, it only makes sense that we should be adapted to fit in.”

That corresponded with what Nightmare Moon had said, but... “Different physical laws?” Megatron asked. “And how do you figure that?”

Starscream spread his wings as wide as they could go for a moment, then resumed his slow flapping. “My wings are far too small to allow proper flight for my mass, unless we have been shrunk to the size of insects,” he said. “And hovering, as I have been doing here, ought to be impossible unless I flap them many hundreds of times a minute. I should not be able to fly-”

“I’ve been telling you that for millennia, Starscream.” A figure very similar to Starscream’s new form, but with an almost white body except for teal-colored hooves and wings and thin red stripes through his mane, soared in through the open roof. In his forehooves he carried a third figure, predominantly white and purple. “Welcome back, Lord Megatron. I found this on the roof.” He dropped the limp figure of Skywarp and added, “He popped out of one of his warps screaming about monsters and flew straight into a tower. Cold as a comet at apisol.”

“Thank you, Thundercracker,” Megatron said, giving both the conscious Seeker-turned-pony and his unconscious comrade a brief nod before turning his attention back to the hovering Starscream. “So the laws of physics do not work as we knew them here, you say? Then how do they work, Starscream?”

“That’s what I’m still trying to find out,” Starscream replied. “Thundercracker and I have obviously discovered one difference. I confess I was quite surprised when I realized I was flying without jets or thrusters.” A smug smile crept over his face as he added, “In fact, it might be that a superior understanding of this universe’s laws might redefine who among us should be considered superior or inferior.”

Megatron snorted, suppressing a moment of surprise at both how satisfying it felt and how much noise it produced compared to normal. “I admit, Starscream,” he said quietly, “there may indeed come a day when I bend knee to you and recognize you as the rightful leader of the Decepticons.”

Starscream’s smug smile grew wider. Idiot, Megatron thought.

“But today...” Megatron slipped one of his huge hooves under a piece of broken stonework. “... is NOT that day!” With a swift and sure movement he flung the stone through the air, catching Starscream in the chest with pinpoint accuracy, stunning him and bringing him to the floor with a crash. In a few steps Megatron stood over him, looking down with a hoof raised in warning. “And tomorrow isn’t looking good for you, either!”

“Understood... Lord Megatron...” Starscream croaked, coughing a bit as he struggled to get air back into his lungs.

An animal yowled, and something bounded in on all fours, dashing up to Megatron and rubbing up against all four of his legs. Behind him flew a couple of half-bird, half cat creatures, and bringing up the rear at the gallop came two ponies, smaller than any of the others. “Greetings, Ravage,” Megatron said, idly stroking the panther behind his ears with a hoof as he looked over the other newcomers. “And Laserbeak, Buzzsaw, Rumble and Frenzy, if I guess right.”

“Yes, Lord Megatron! Yeeeessss!” Laserbeak flew in tight circles around Megatron, trying and failing to find a place to perch. “We are here and ready for orders, yes!” After another couple of circles, Laserbeak added, “Please forgive me! I can’t find a place to perch!”

Ah, yes. There was a reason I didn’t miss Laserbeak having a voice. Or Buzzsaw, come to recall. “Just land and be silent!” Megatron snapped. “And tell me where Soundwave is! Have you found him yet?”

“status: present - yours to command, megatron”

Another pony stepped through one of the other doors leading into the throne room. At first it was difficult to see him- except for splashes of white fur on his lower legs, he was coated horn to tail, mane and all, in a dark blue coat. Once or twice he stumbled, forehooves striking rubble or broken pillars. Then the new pony’s eyes turned to face the others, and unlike the reds and yellows of the other Decepticons, his were solid, featureless white.

“Soundwave,” Megatron gasped. “What happened to your optics? Are you blind?”

“negative, but visual acuity is impaired. correction required.”

“Hey, Soundwave!” Rumble shouted, as he and Frenzy trotted over to him. “Don’t worry, big guy, we gotcha!”

“assistance unnecessary. i am able to-” The blue pony’s foreleg caught another chunk of broken pillar, and he went stumbling forward, landing on his jaw. “ouch.”

Megatron watched as the other Decepticons-turned-quadrupeds gathered around Soundwave (except for Thundercracker, who was quietly filling a groggy Skywarp in on what was going on). So, he thought, we are all accounted for. The question is, what next? Here we are, in bodies not our own, and we know nothing of this world except for what one mad creature deigned to tell me.

“I see you have found one another. Very good!”

Ah. Speak of the Quintesson, and they shall appear.

A swirl of stars and shadow condensed on a balcony above the thrones into a quadrupedal figure. “I have disposed of my sister,” she continued. “I have locked her into her precious sun, where she shall wait for a thousand years or more, no doubt longing to see her precious ponies. Not that I shall allow it!” The Nightmare’s grin grew broad and toothy, and once more Megatron noticed a slight resemblance to a Sharkticon. “From this time forth, the night shall last FOREVER!”

“Is that so?” Starscream, who had been examining Soundwave’s eyes when the mad mare appeared, now began flapping up towards the creature. “How do you do that? A tidal lock of one side of the planet to its primary is possible, but such a large moon would inevitably-”

“Starscream, you fool,” Megatron snapped, “come back here and be silent!!

“But Megatron,” Starscream insisted, “I am only trying to-”

Starscream had risen far beyond the limited reach of Megatron’s new, flightless body, but Megatron wanted nothing more than to grab him by whatever limb lay closest and slam him back to the earth. “Starscream,” he growled, “get down here this-”

Before he could say the word instant, something granted his wish. A beam of yellow light, the same color as the blasts from his fusion cannon, lanced out from his forehead- from his horn- wrapped itself around Starscream, and slammed the flapping fool into the stonework with a crash so loud that even the Nightmare closed her eyes and flinched at the impact.

Megatron’s jaw dropped with shock, and as swiftly as it appeared, the yellow light vanished. “Primus,” he whispered, “what was that?”

Nightmare Moon chuckled from her balcony. “That was your magic, my magnificent warrior,” she said. “You are a unicorn, after all.” A new light, or rather a darkness that acted like light, a deep blue matching the mane of its mistress, reached out from her horn and wrapped itself around Megatron, lifting him slowly into the air. “Unicorns channel magic through their horns, both to lift things and to cast spells.”

Megatron fought down a moment of panic, then fought down an eternity of rage- How dare this upstart female treat the mighty Megatron like a toy??- and managed an encouraging, “Is that so? Then what of the other creatures my subordinates have been changed into?”

Nightmare Moon lowered him back to the ground, lips curled upwards with amusement. “Oh, them? Well, three of them, including the one you just turned into a pancake-”

“I’m all right,” Starscream said woozily from the floor.

“-have been turned into pegasi.”

“I just choose to remain here,” Starscream added, “to conserve my energy for the moment.”

The Nightmare looked down at Starscream, then over at Megatron. “He really isn’t all that bright, is he?” she asked.

As the other Decepticons chuckled their agreement, Megatron muttered, “He has occasional moments of brilliance.” Then, as his true feelings burst through his self-control, he added, “Interspersed among eternities of incompetence!” He shook his head and added, “My apologies, Nightmare Moon. Please continue.”

“Heh. Megatron thinks I’m brilliant,” Starscream muttered, still sounding like he was operating with a cracked CPU.

Nightmare Moon chuckled again, then continued, “Pegasi do not cast spells, but the magic in their wings lets them soar through the skies and manipulate the clouds and winds.”

“Sounds like my kinda fun,” Thundercracker muttered, flexing his own wings.

The Nightmare pointed to Buzzsaw and Laserbeak. “I am less familiar with the abilities of griffons,” she said. “Half bird of prey, half jungle cat. Some of them are also accomplished flyers. When I was imprisoned they had a most warlike culture. We ponies had little to do with them.”

“Then your ponies are not warriors?” Megatron asked.

“The pegasi also had a military tradition,” Nightmare Moon admitted. “The unicorns and earth ponies were but warriors at need.” The Nightmare’s eyes narrowed as she added, “Under my rule that shall change. My ponies shall never fear again. It is the world which shall fear them!

Megatron nodded. He had heard at least a dozen newborn tyrants make the same boast. One by one he had humbled them all, in time. But he still needed more information, if Nightmare Moon was in a talkative mood. “Earth ponies?” he prompted. “As in, ponies from Earth?”

“Er, what?” Nightmare Moon had a moment of confusion, then rallied. “Earth is not a place, my handsome stallion. Earth ponies, like your two foals there,” she pointed to Rumble and Frenzy, “have a magical connection to the soil, to the ground and rocks beneath our hooves. They draw strength beyond their size from that connection. Depending on their talents, they may make things grow or tear things down. Underestimate them at your peril.”

“Yeah!” Frenzy shouted, rearing up and waving his forehoves. “You heard the lady!” He looked up at Skywarp, who had gotten back on his own hooves, and said, “Better not try to push us around!”

“Eh, throttle it, runt,” Skywarp sneered.

“By the way,” the Nightmare added, “congratulations on your cutie marks. I seldom see foals as young as you two with them. You must have found your calling in life very early.”

“Young?” Rumble stepped forward. “Lady, how old do you-”

“Rumble!” Megatron snapped, and the little pony froze, stood still and shut up. Turning his attention back to Nightmare Moon, he added, “And what is a cutie mark? Is it an emblem of some sort, like this one?” He gestured to the Decepticon logo on his hip.

“That is a most unusual cutie mark indeed,” the Nightmare replied. “I have never seen its like.”

“It is the symbol of our faction,” Megatron replied. “A faction which I founded, which brought a new order to our old and decadent world.” He gestured to the others. “We all bore it in our proper forms. Why not now?”

“You founded the faction, you say?” the Nightmare asked. “You would say that it is an extension of you?”

Megatron considered this. “That is a fair way of putting it, yes.”

“Then it makes perfect sense that it would be your cutie mark,” Nightmare Moon said. “Your destiny is obviously to lead. And under me you shall have the armed forces of an entire nation to command!”

“I am honored,” Megatron replied quickly. “But what about the others?”

“Obviously their destiny, their calling, their...” The Nightmare hesitated as she looked for the right words. “A cutie mark represents something unique and meaningful about each pony. For some it is merely what they love. For others it represents a special talent. For yet others it is a sign of destiny- as with yours.” Her hoof pointed at Rumble and Frenzy. “I can’t tell what the red one’s symbol means, but the purple one? Did he, perhaps, break rocks and stones in your world?”

“Lady, I broke all kinds of things,” Rumble replied proudly.

“So did I!” Frenzy chipped in.

The Nightmare pointed to Thundercracker. “And your symbol, a thundercloud shooting lightning. Perhaps your calling had something to do with weather? Thunder or lightning, perhaps?”

“Something like that. Name’s Thundercracker.” The pegasus smirked. “I was known for my flying, back in the day.”

“There, you see?” Nightmare Moon said. “Each of your symbols no doubt connects to either something you are or something you can do. There are some I cannot puzzle out, like his or his.” She pointed first to Soundwave and then to Skywarp. “But you shall no doubt work them out for yourselves in time.”

“And what of Laserbeak and Buzzsaw?” Megatron asked.

“Who?” Nightmare looked around, and then said, “You mean your griffons? Griffons don’t get cutie marks.”

“Hmpf!” Buzzsaw snorted, his golden feathers fluffing up with indignation. “Discrimination, that’s what it is. We have our talents just like anyone else. Even if they aren’t as obvious.”

“Yess, we are useful!” Laserbeak wheedled. “We have our talents! We live to serve, yesss!”

“Really not obvious in some cases,” Buzzsaw muttered under his breath.

A soft growling sound at his side reminded Megatron of his most loyal follower. “And what of Ravage?” he asked, patting the panther on his head with one hoof.

Nightmare Moon looked down. “What of him?” she asked. “He’s a cat. He does whatever cats do, I suppose.”

Ravage’s ears drooped, and he whimpered softly, conveying without speech that this world was cruel to creatures without a voice.

“Now, as entertaining as it has been to play nursery school teacher,” the Nightmare continued, “I must leave you again for a little while longer. My sister apparently had a student. She alone recognized me when I revealed myself to my subjects in my sister’s place. And no doubt her quest to avenge her teacher will bring her to this place.”

“And you wish us to dispose of her?” Megatron asked, smiling. “Unfamiliar as we are with these new bodies, I think one student will-”

“No, Megatron,” Nightmare Moon replied. “Do not underestimate a unicorn student of my sister. She has had years of training by the second most powerful creature of this world. You do not yet know your own magic, none of you.” She looked around the entire group. “You need time to experiment and train.” She smiled and added, “Besides, I wish to play with her myself.”

Megatron allowed himself a small smirk to mask the much larger derisive smile he wore on the inside. A proper tyrant knows when to toy with the enemy and when not to. This upstart has yet to learn. “Play, mistress?” he asked encouragingly.

“I intend to test this student,” Nightmare Moon replied. “She, and any she manages to recruit to her cause. If they are too weak, then I have no use for them. But if they are strong enough, intelligent enough, resourceful enough... then I shall allow them to come here, where I shall break their spirits once and for all.

“And once they know their proper places,” she continued, that serrated smile showing again, “they shall form the core of my new order. As you shall be the muscle, they shall be the mind, bringing the rest of Equestria with them under my glorious rule! And with Celestia’s student as my own disciple,” she crowed, “my victory over my accursed sister shall be complete!”

“Wouldn’t it be more sensible,” Starscream muttered from where he lay on the castle floor, “to just eliminate the last threat to your rule and be done with it? Surely that’s a more complete and lasting victory.”

Nightmare Moon gave Megatron another glance. “Those moments of brilliance must really be something for you to put up with the rest of this,” she said.

“I have my reasons,” Megatron shrugged.

“As have I.” Nightmare Moon’s horn flared, and the dark blue light enveloped Starscream, raised him five or six ponylengths into the air, and slammed him down just as Megatron had done before. “I’m sure you understand.”

“Perfectly,” Megatron agreed.

“nO pAIn,” Starscream squeaked.

Skywarp raised a hoof. “Excuse me, Miss, um, Moon?”

“Princess Nightmare Moon,” the dark pony replied. “Although I think a promotion might be in order after today.”

“Yeah,” Skywarp shrugged, pointing to Starscream. “Not that he didn’t have it comin’, ‘cause he did... but is he really gonna be all right?”

“Don’t be so worried,” Nightmare Moon answered. “Ponies are quite resilient, especially pegasi. After all, a flying species doesn’t get far if it can’t survive plowing into a few mountains at speed.”

The sound of Skywarp’s nervous swallow spoke for all the Decepticons.

“In any case, I shall be off,” Nightmare Moon said. “Even now I sense the student entering the Everfree Forest. I shall return once I have judged her properly. In the meantime, feel free to experiment. Discover your magic, my new warriors! And when I return, you shall reveal to me how you may be useful in the glorious new kingdom of the night!”

A swirl of stars and darkness engulfed her, and when it was gone, so was she.

The Decepticons stood in silence for several long seconds. Finally Rumble said, “Do ya think she’s gone?”

nightmare moon is no longer in the vicinity.

Rumble stepped over to Soundwave. “Are you sure about that?”

Soundwave reached up and tapped his horn. “scanning. sensor report: nightmare moon signature not detected.

“Right.” Rumble took a deep breath, and then said, “Was she crazy or what??”

“Loopy like Starscream with a jammed aileron,” Skywarp agreed.

“Definitely not running on full cycles,” Thundercracker added.

“True,” Megatron said, bringing short the growing chorus, “but irrelevant. For whatever reason it suits her fancy to accept us as her future foot soldiers.” He smirked and added, “Or hoof soldiers, as it were. And we shall be exactly that... for as long as it suits us to do so.”

Starscream rolled over and pulled himself to a rough sitting-up position, resting on his rump. “And how long is that, Megatron?”

“I’m glad you asked, Starscream.” Megatron gave the smile he always gave to those he was about to give a difficult and thankless task. “Our primary task is to find a way back to our home dimension- and our own bodies. That shall be your mission. I’m sure that a top-notch researcher such as yourself will find this task... engaging.”

“But I don’t even know how we got here!” Starscream wailed.

“Well, then perhaps you should begin by finding that out!” Megatron turned his attention to the others. “We will, of course, not leave this world until we have established whether or not its unique resources can be used to further our struggle against the Autobots. Therefore we must learn everything we can about this world and its natives. And since we have been transformed into natives ourselves,” he said, gesturing to his muscular silver-furred form, “I can think of no better means to learn than by joining them. Temporarily, of course.”

“Are we really gonna take that Nightmare Moon’s orders?” Thundercracker asked.

“For the moment,” Megatron replied. “I haven’t seen much of her, but what I’ve seen suggests great power and experience. We must learn our abilities and hers before we strike. And when we do, we must strike not with brute force, but with strategy and cunning- two things I believe Nightmare Moon greatly lacks.”

“So we’re gonna take this place over too?” Skywarp asked. “Really? Who wants to rule a bunch of squishies anyway?”

“Everything is fodder,” Megatron replied. “If it advances the Decepticon cause, we shall use it. If not, we shall abandon it or destroy it as we see fit. Squishy or not.” Megatron glared directly at Skywarp as he concluded, “Does anyone have a problem with that?”

“No, sir!” Skywarp said, echoed by the others.

“Very good,” Megatron said. “Now, we shall begin by learning exactly what these bodies can do... and which of our old abilities have carried over from our world to this.” He nodded to Skywarp. “For example, I know that you still possess your teleportation power.”

“I do?” Skywarp asked.

“Yeah,” Thundercracker said. “I told you how you got that lump on your head. Remember?”

“I doubt I still possess my null-ray,” Starscream muttered. “When I awoke I couldn’t find any of my weapons anywhere.”

“And I don’t have my fusion cannon either,” Megatron agreed. “But that was scarcely your only trick, was it, Starscream? You’ve tried so many on me over the years.” He smiled grimly at his second in command as he added, “Not that any of them worked, but you might find a softer target.”

Starscream returned the smile in kind. “Indeed I might... Lord Megatron.”

Author's Notes:

An idea I toyed with, and later discarded, was to have Grogar bring in otherworldly monsters to join Chryssy, Tirek and Cozy's little anti-family. The gag would be that the three would come in at points in their lives when they had tired of villainy: Doctor Doom, Anakin Skywalker, and Megatron. I dumped the idea because it had no plot attached- no place to go.

But then it occurred to me: there have been LOTS of MLP-TF crossover fics written... but all of them have the Decepticons coming to Equestria as Transformers, as robots of some sort. Only one or two even give them a pony alt-mode. None of them have the robots in disguise being turned into actual flesh-and-blood ponies, as happens with the humans from the other side of the mirror portal.

So: here's the core G1 group, turned into ponies, with one chapter for every actual episode of Friendship is Magic.

They are not going to take over the show. Their interactions with the Mane 6 will be limited. For the most part, they're going to be background ponies...

... at least, until and unless inspiration determines that they no longer are.

We'll see if I can sustain this....

(P. S. I started writing this before the IDW crossover comic was announced.)

Next Chapter: 1/2: The Dawn of a New Life (Friendship is Magic pt. 2) Estimated time remaining: 5 Hours, 2 Minutes
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