The Predacons stared at Grimlock, their jaws hanging open in dull surprise.

"That's not how it's supposed to work!" Headstrong said, "you're supposed to do what we want you to so we don't hurt the puny fleshlings and then we make fun of you and beat you up!"

"Yeah!" Tantrum said, "don't you know anything about hostage negotiating?"

"Me Grimlock no care." The Dinobot rolled his neck, loosening up some unoiled joint. "Me Grimlock gonna crush you anyway. Shooting stupid puny ponies just waste ammo. Make me Grimlock job easier."

"Hey!" Rainbow Dash said, "who're you calling puny?" She ignored the barrel of Tantrum's gun due to her indignation, or bravado, or most likely both. She might have said more, but Applejack soon caught the pegasus' tail in her teeth and yanked her back into cover.

"You're bluffing!" Tantrum said, and swung his gun back to Grimlock. The end of the barrel shook, even though Grimlock wasn't exactly a small target to aim at. "You Autobots don't have the brass to deal with civilian casualties! That's why you're loser Autobots!"

"Yeah!" Headstrong chimed in, "what he said!"

"Me Grimlock tell you secret." His jaws parted slightly, just enough to showcase his rows of shiny serrated teeth. "Me Grimlock not really Autobot. Me Dinobot. Big difference."

"What," Headstrong snorted, "that mean you're dumber?"

"Nope. Me Grimlock meaner. You septi-con really think me Grimlock care 'bout weak squishies if it mean me get to rip you face off?"

"Huh." Tantrum mused. "That kinda makes sense. It's what I'd do, at least."

"Slag it, let's just frag 'im anyway!" Headstrong leveled his gun at Grimlock and fired. A ball of glowing plasma streaked from the muzzle and hit Grimlock head on, exploding in a burst of near-blinding light.

Headstrong didn't get the chance to fire again.

Grimlock, his armor still smoking, bore down on the two Decepticons. Terrible metal jaws snapped down on Headstrong's gun and ripped it from his hand. Grimlock bit down the rest of the way, sending bits of ruined metal tumbling to the ground. At the same time, he swept his broad tail in an arc, smashing Tantrum across the chest and sending him flying.

"Aw hell!" Applejack threw herself over Rarity and Rainbow Dash both as Tantrum smashed into a storefront frighteningly close. "Watch it, girls!"

"I think that's our cue to withdraw." Rarity said, and pushed her way from under Applejack.

"Nuts to that!" Rainbow Dash took to the air again, "we gotta help Grimlock!"

"Iffin' ya didn't notice, I don't think that Grimlock feller wants our help." Applejack peered at the melee, where Grimlock alternated between stomping on and biting chunks out of Headstrong. "Don't look like he needs it, either."

"I concur! The fellow's a callous brute! Let him get what he deserves." Rarity glared at the battling robots.

"Okay, maybe he's a jerk," Rainbow Dash said, "but even if he is, how much of Ponyville's gonna be left if we just leave him on his own?" She beat her wings, and took off towards the fray.

"Aw hell!" Applejack said, "Rainbow Dash's makin' sense. That can't be good." She gritted her teeth, leaped out of cover, and took off after Rainbow Dash.

Rarity bit at her lip, watching her two friends leap into the fray. "Oh damn," she muttered to herself as she took off in pursuit. "And I just had my hooves done. I suppose I'll just have to make those thugs pay for it."

"I got an idea!" Applejack said, altering her course towards Wrought Iron's blacksmithing shop. "Keep 'im busy, Rainbow!"

"On it!" Rainbow Dash said.

By this time, Tantrum had forced himelf back upright again, only to find himself assailed by an angry blue pegasus. Rainbow Dash circled around his head, darting in and out to rap him on the nose.

"Stoppit!" Tantrum swung wildly at Rainbow Dash, but only hit a nearby house's chimney. "Stupid insect! Get outta my face! I'LL CRUSH YOU!"

"Hah! You big goons are all the same! Grimlock said the same thing!" Rainbow Dash rolled out of the way of another clumsy punch.

One could hear the gears within Tantrum's head turning as he processed the thought. "Oh yeah! Grimlock!" Tantrum said, dim realization striking him. He transformed back into bull form and pawed at the ground, lowering his head for the charge. "Slag off, puny carbon creatures! I got bigger targets here!"

Suddenly, a long length of chain swung through the air, tangling Tantrum's horns. The Predacon tossed his head instinctively- and the orange pony at the other end of the chain sailed through the air. Even with the chain in her teeth, Applejack gave the obligatory "YEEEHAW!" and yanked on the links with her front hooves, managing to land upon Tantrum's back. She yanked back on the chains, and Tantrum began to buck back and forth, attempting to throw the cowpony off- but Applejack held firm.

"CRUSH YOU!" Tantrum said, brimming with near incoherent rage. Blowing steam from his nostrils, he stopped jumping up and down, and instead threw himself to the side, attempting to roll over his back and smash his unwanted rider in the process.

Applejack dove out of the way, narrowly avoiding being crushed under tons of orange metal. As Tantrum's hooves went up in the air, Applejack laughed in triumph and hurled her end of the chain at them.

The line tangled in Tantrum's legs, and Applejack soon leapt back onto the Predacon, winding the chain several more times around the bull's legs, binding them together. The links strained under Tantrum's struggles, but held fast.

"Ha!" Applejack said with no small degree of pride, "that's whatcha get for messin' with the best dang rodeo gal in Ponyville!"

Tantrum stopped shaking his head, and hunched over so he could glare at Applejack. Blue electricity arced up the length of his metal horns, and then arced outwards with a sharp crack. The sudden lightning bolt missed Applejack, but passed close enough to make her fur stand out on end. The bolt struck the chain securing Tantrum's legs, and bits of shattered, red-hot steel shot out in all directions as the links exploded.

"Aw hell, now that just ain't fair!" Applejack said, slightly woozy from the shock.

"Neither is this," Rarity said, squinting her eyes closed. She focused her magic for just a moment...and then she telekinetically flung a large barrel at Tantrum's head. The barrel burst as it hit the Predacon, covering his face in a cloud of black dust.

"CAN'T SEE! KILL EVERYTHING!" Tantrum cried.

Rarity leapt away from the bull, her own innate grace made all the more elegant in comparison to the Predacon's angered flailing. "I swear, I'm going to be scrubbing this coal dust out of my coat for weeks.

"Iffin' we live that long!" Applejack scrabbled backwards.

"Please, Applejack, don't be such a pessimist!" Rarity said.

"Hey, little help?" Rainbow Dash spared a glance over at her bickering friends.

"Me Grimlock help!" The Dinobot said with entirely too much enthusiasm. He opened his jaws, and spat a stream of focused flame at Tantrum. The Predacon screamed as the coal dust caught fire, and he started running. He blindly smashed his way through Ponyville, tripped, and fell face-first into a fountain. Tantrum pushed his head out of the ensuing cloud of steam, and then looked over his shoulder at Grimlock and the ponies. He grumbled something beneath his breath, then turned tail to flee. Headstrong soon followed suit, stampeding out of Ponyville.

For a moment, everything was quiet, save for the soft crackle of the several fires burning various parts of Ponyville.

"Them be back." Grimlock grunted,.

"Yeah, well. We can take 'em!" Rainbow Dash landed on Grimlock's nose and puffed her wings out. "By the way, totally good job on bluffing them there. For a second, I thought you were really gonna let those jerks shoot me!"

"Uh. Yeah." Grimlock said. "Me Grimlock lied, sure. No tell him Optimus anyway."

"Hey, why aren't we chasing those chumps?" Rainbow Dash circled Grimlock's head, coming to land on his nose.

"Tiny flying pony right!" Grimlock said. "Me Grimlock should go fight guys, 'cuz it get boring if me don't!" The Dinobot's footsteps shook the ground as he lumbered off after the retreating predacons with puppylike eagerness.

"Hey, sweet! More action!" Rainbow Dash pumped her hoof in the air and took off after Grimlock (not that it was hard for her to keep up).

Rarity shared a long-suffering glance with Applejack. "I do hope Twilight's doing better than we are."

"Okay, I think we lost him." Twilight leaned out of Wheelie's cockpit and looked up at the forest canopy. "A bird that size won't be able to get past all the tree branches. At least, not without us noticing."

Lights pulsed on Wheelie's dashboard. "Hey Twilight, you're not wrong. But I don't think we can stay here long!"

"Maybe you're right, Wheelie." Twilight wriggled her way out of the open cockpit. "But at least this'll give us a chance to catch our breath- and stretch our legs. You only have the one seat, after all."

"I think it's cozy!" Pinkie Pie said, bounding out. If being crammed into such a tiny space with two of her best friends made her at all uncomfortable, she didn't show it. Fluttershy, on the other hoof, could barely keep herself from trembling.

As soon as the ponies were out of the cockpit, Wheelie transformed to his robot mode. His blue optics went this way and that, watching everything with practiced wariness.

"Okay," Twilight said, and pulled in a deep breath, "we need a plan." She glanced over her shoulder, then waved her friends over for a planning-huddle. "So, that 'Divebomb' creature is a Decepticon, right?" She looked to Wheelie. He nodded. "Right. So now, the best course of action might be to let Grimlock know, so he can...uh, what do you think Grimlock will do, Wheelie?"

"Whatever trials fate may bring, Grimlock's going to break something."

"At least he's consistent!" Pinkie Pie said.

"Great." Twilight rubbed tiredly at her face. "At least Grimlock's not in Ponyville right now- if it comes to violence, we need to at least keep it away from the town. Still...I wish we could just talk this out."

Wheelie frowned. "Every 'con's a reprobate. No way they'd negotiate!"

"You're not making this easy, Wheelie." Twilight said.

"You've got to remember what we're for. Us Cybertonians are built for war."

"That's...actually pretty depressing, when you put it that way." Twilight shook her head. "But, philosophical discussions will have to wait. Right now, we need go steer clear of Divebomb, and any other friends he might have brought along."

"Um." Fluttershy said. "I, uh, think I've found one of those friends. Unless, um, giant metal lions and giant metal birds don't get along for whatever reason." Slowly, very slowly, she backed away from the edge of the clearing.

"But I don't see an...oh!" Twilight gasped. Under any other circumstances, it would've been impossible to miss the giant robotic lion crouched beneath the Everfree Forest's mighty oaks. But, the shadows of the canopy were so dense, and the lion remained so motionless, that even Twilight's usually observant eye missed the ferrous feline at a first glance.

Red eyes flickered to the life in the middle of a yellow face, and the lion flexed his legs, getting up from his crouch. He yawned in a casually feline manner and then stood up, pushing the trees out of the way like they were so much long grass.

"Uh. Maybe he's a nice lion?" Fluttershy said, desperately hopeful, "I mean, I'm good with animals. Usually. Just when they're not robots."

"That's no lion you just saw! It's the Predacon leader, Razorclaw!" Wheelie immediately transformed back into a car. "Get in, quick! A fast retreat should do the trick!"

The three ponies piled into Wheelie again, this time even faster than before. Wheelie sped off across the uneven forest floor, swerving madly this way and that in order to avoid fallen trees or boulders. Razorclaw watched the retreat with uncaring arrogance, not bothering to pursue.

"Hey! What're you doing?" Divebomb plowed through the top layer of the canopy, finally perching upon the strongest-looking tree he could find (which still creaked beneath his weight). "Aren't you even going to shoot at them?"

Razorclaw shook his head. "Why bother? Wheelie's not worth the energon, not to mention those pitiful organics he's carting around. And look at these tracks." Razorclaw pawed at the twin furrows Wheelie's tires had dug into the ground. "It'll be easy to follow the Autobot-"

Divebomb's red optics went wide in surprise- "Which'll lead us to Grimlock!"

"Exactly." Razorclaw smiled in the savage way particular to cats (even automated ones). "Now, go get Rampage. I want the whole team present when we take the Dinobot down."

"You really think he'll be that tough?"

"No." Razorclaw said, "but I don't want to hear any of you whining about how you missed the best part of this lousy mission. Now c'mon, we've got an Autobot to scrap."

"Come on. Go faster!" Rainbow Dash, not for the first (or second, or third) time swung around back to glare at her landbound friends. "We're gonna lose them!"

"Oh, I wish we could lose them." Rarity huffed, "If I never see those brutes again, it'll be too soon!"

"Yeah, but what's gonna happen iffin' we just let them varmints run free?" Applejack galloped alongside Rarity, effortlessly keeping pace.

"Me Grimlock think tiny blue bird pony have good idea, but me Grimlock dino, no racecar! That why me Grimlock so tough!"

"Can ya still see 'em, Rainbow?" Applejack didn't break stride as she spoke.

"Of course! I mean, giant rhinos and cows and stuff are kinda hard to miss, even in Ponyville." She squinted off into the distance, and held a hoof up to shield her eyes against the afternoon sun. "Yep, they're off that way, headed for the Everfree forest, and...whoa, what's that?" Rainbow Dash leaned forward, "It's like, some kinda wagon or train car or something, coming out of the trees! And I think Twilight's driving it!"

Sure enough, Wheelie's orange chassis blazed across the landscape, bouncing hard as he took to one of Ponyville's dirt roads, which was only slightly smoother than the bare ground he'd been driving over before. Wheelie sped between Tantrum and Headstrong. The pair of lumbering brutes shared a confused glance, then continued on their own retreat- until they saw Razorclaw strolling out of the forest, entirely casual.

"Oh! Uh, boss! We found Grimlock!" Tantrum said as he skidded to a halt.

"Yeah, we even brought him out here!" Headstrong added on, shifting his stance so the dents and burns Grimlock had inflicted on him weren't as noticeable. "Like...team effort, and stuff."

"You're both terrible liars." Razorclaw said, fixing his eyes on the Dinobot in the distance. "Lucky for you two, it's not worth caring about right now." Razorclaw looked over his shoulder, and roared out. "Rampage! Divebomb! Get over here!"

At the command, the giant mechanical eagle cawed and rocketed up into the sky, circling menacingly overhead. A robot tiger followed suit, bounding from the treeline to take up a position next to Razorclaw. The quintet of android animals arrayed themselves into a loose battle formation, bristling with claws, teeth, horns, and guns.

"Hn." Grimlock growled and slowed his steps. Without breaking stride, he transformed back into his humanoid form. He had his glowing sword in one hand, and a menacing-looking rocket launcher in the other.

"Grimlock! Am I glad to see you!" Wheelie piped up, skidding to a halt beside Grimlock's massive foot. As soon as the three ponies piled out of his cockpit, he transformed. "I just wish I didn't bring the Predacons too!"

"Hnn. You all run." Grimlock said, testing the heft of his sword, the sort of habit born from practice. "Me Grimlock fight these guys."

"No way! Wheelie's going to fight today!" The little orange robot pulled out his slingshot again.

"The funny looking Zebra's right!" Rainbow Dash fluttered down to perch unceremoniously on Grimlock's head. "Five of them, eight of us! We totally got this."

"Uh." Twilight looked across the grassy field towards the towering mechanical monsters on the other side. "I'm...not exactly sure if we can really count on a one-to-one ratio, here. Big animals, small ponies . . . doesn't really work out in our favor."

"Psh, I already totally clobbered two of those guys." Rainbow Dash gloated, then looked downwards. "Well, Grimlock helped, too. And don't sell yourself short, Twilight! I think we got this. It'll be just like that one time in Canterlot with the changelings!"

"Technically, we lost that fight in Canterlot." Twilight frowned. "It was Cadence and Shining armor who really saved the day, remember?"

"I knew I should've brought the party cannon." Pinkie Pie said.

"Hnf. Here." Grimlock said, and dropped his rocket launcher in front of Pinkie. The weapon was easily twice her size, and pounded a deep imprint into the ground as it hit. "Me Grimlock no have more guns for giving, so you tiny ponies have share or something."

"Yay sharing!" Pinkie Pie said, and leapt for the enormous weapon. Applejack and Rarity grabbed her before she could get to the trigger mechanism.

Meanwhile, across the field, the Predacons still growled and glared at Grimlock. "Lemme at 'em!" the tiger snarled, and lowered himself into a ready crouch. "I haven't killed anything in days! It's my turn!"

"No, Rampage." Razorclaw snapped, and shook his metal mane. "We've wasted enough time and fuel on this dirtball already. Time to end this."

Rampage perked his ears, looking over at the other robot feline. "You mean-"

"Predacons!" Razorclaw snarled, "unite to form Predaking!"

At the order, the mechanical menagerie leapt into action. Razorclaw acted as a hub, transforming into the central torso component as the rest of his team transformed into Predaking's limbs. Headstrong and Tantrum formed the legs and feet, while Divebomb and Rampage served as the titan's arms.

Staring at the metal colossus, Twilight couldn't help but think of Discord. Animal heads stuck out from odd places all over Predaking's body, and the eagle wings fanning out from his back looked entirely out of place. On top of the mismatched animal parts, Predaking bristled with weaponry: spiked knuckles, shoulder cannons, another gun on his left arm, and an enormous sword clutched in his right hand.

The orange and black titan took a few seconds to flex his newly merged joints, and then stomped forward, crossing the distance between himself and Grimlock in a few long strides.

"Okay. New plan." Rainbow Dash said. "So we've gotta get Spike, and start giving him birthday presents..."

"Run!" Twilight said, and her friends scattered in all directions. Grimlock, however, stood his ground. Twilight risked a panicked look over her shoulder. "Grimlock, what're you doing?"

"Fighting!" Grimlock said, not taking his optics off of Predaking. "It what me Grimlock do best!"

Before Twilight could yell another warning, Predaking swung his glowing orange sword down at Grimlock. Any other creature would've been cleft in twain there, but Grimlock caught the blow on the flat of his sword, bracing it with both hands. Grimlock's feet dug twin furrows through the ground as Predaking's enormous strength pushed him back, and even Grimlock's mighty limbs creaked and trembled under the pressure.

Predaking let out a contemptuous snort, and batted Grimlock to the side with his free hand. Grimlock tumbled through the air like a child's toy, and crashed to the ground like a piece of industrial machinery. His sword clattered from his hands, landing point-down in the ground.

"Oh jeez, that looked like it hurt!" Rainbow Dash said, shocked.

"Grimlock's really tough!" Wheelie launched a handful of explosive pellets at Predaking, though the titanic beast warrior didn't even notice them hitting his armor. "He doesn't care when it gets rough!"

"We've gotta help him!" Rainbow Dash said.

"But he told us to run." Fluttershy cowered behind Applejack and Pinkie Pie. "I kind of agree with him."

Predaking ignored the ponies (and Wheelie) and scooped Grimlock up in his free hand, holding him high off the ground. "DIE NOW."

Grimlock struggled against those crushing fingers, but his thick armor soon began to dent and buckle under Predaking's vise like grip. The ear-searing screech of warping metal echoed out over the otherwise peaceful valley, only to be drowned out by Grimlock's own savage cry of pain and anger.

"That's it!" Rainbow Dash said. "I'm goin' in!" She zoomed off before her friends could catch her, whizzing past Predaking's head as she climbed up into the sky. The combiner didn't even turn his head to watch the pegasus' passing. If he had, he would've seen Rainbow Dash shoving cloud after cloud into each other, compressing them until they formed a dense, dark stormcloud- which she then shoved into place directly between Preadking's shoulderblades. She stomped down on the cloud as hard as she could, and a bolt of lightning shot out from it, potent enough to stagger Predaking, if for a moment.

A moment was all Grimlock needed.

He braced his hands against Predaking's fingers, forcing them open just a fraction. Grimlock soon twisted and transformed to his saurian mode, slipping free of Predaking's grasp. Teeth glinted in the sunny spring sunlight, and Grimlock bit down on Predaking's thumb, shearing the massive digit off entirely. Grimlock still had the digit in his mouth as he landed on the ground.

"ARGH!" Predaking snarled. He reared back and kicked Grimlock like a football, sending the dinobot sailing across the field in the way that enormous robot dinosaurs aren't supposed to. Several trees broke Grimlock's fall, and Grimlock in turn broke them to splinters. The dinobot groaned in pain, struggling unsteadily to his clawed feet.

Predaking moved in for the kill.

"Rainbow Dash!" Twilight yelled out, "get away from that thing!"

"Why, 'cause it's too dangerous?" Rainbow Dash said as she wrangled more clouds into place.

"No, it's because you're blocking my shot!" Twilight said. Rainbow Dash saw the telltale purple glow of potent magic, and quite wisely sped away from Predaking.

With her sight line clear, Twilight let loose the magical energy she'd been focusing, and set loose with a stream of raw, concussive force. Some small part of Twilight felt embarrassed for using such an ugly, inelegant spell, but she couldn't think of anything better on such short notice.

Predaking turned towards the flare of light too late, and caught the blast right in the center of his lion-headed chest. He staggered backwards, clutching at the point where the beam of energy struck him. The titan looked down at himself, surprise even visible on his blank faceplate.

"That. Was. Awesome!" Rainbow Dash said, circling around, "quick, do it again!"

"I'll try." Twilight wiped sweat from her eyes. "I just need to concentrate." As Predaking's shadow fell over her, she found it very, very hard to focus on her spell.

"Allow me to buy you some time, darling." Rarity said. Her own horn glowed, and soon she yanked Grimlock's massive sword out of the ground. Rarity's legs trembled from the magical effort, but she couldn't help but smile as she gave the weapon a few experimental swipes. "Hardly elegant, but I think it'll do for making a few . . . alterations."

With surgical precision, Rarity spun Grimlock's sword around, and thrust it point-first into the bull-head at his right knee. Predaking snarled and staggered as he put weight on the wounded leg. He fell to hands and knees, only to grab for the ponies with his unwounded hand.

"Look out!" Applejack tackled both her friends out of the way. Predaking's fingers crushed soil and rock in their grip- but thankfully, not any unicorns.

"Get back, ladies!" Pinkie Pie piped up. Somewhere along the line, she'd tied a scrap of blue cloth across her forehead. She reared up on her back hooves, balancing Grimlock's rocket launcher precariously on her shoulder. "I think I figured out how to work this thing!"

Before anyone could stop her, Pinkie Pie pulled the trigger of the massive weapon. The rocket shot immediately sprung to life, drawing a line of flame through the air. As shaky as Pinkie's firing stance was, Predaking was so huge and so close that missing was impossible. Smoke and flame briefly concealed the angry titan from view, but the angry roar that came from within the cloud made him sound only angrier. Purple energy blasts soon followed- unaimed, but no less dangerous for it.

"I think he felt that one!" Pinkie Pie said, and looked around. "Anypony got an extra rocket?"

"Even if you've got a gun-" Wheelie grabbed Pinkie Pie by the tail and pulled her out of the way- she let out a squeak, and dropped Grimlock's rocket launcher to the ground. "Times like this, you should run!"

The ground shook. Predaking rose up from the cloud of smoke and dust like an enormous metal genie. Bits of grass and dirt scattered over his form had caught fire, only adding to his hellish appearance.

"DESTROY PONIES." He rumbled. "THEN GRIMLOCK."

Five ponies (and one orange robot) shared a look between each other, and as a group, broke into a run.

"Everypony, don't panic!" Twilight Sparkle said, for her own benefit as much as that of her friends. "We've already slowed him down, if we work together, we can beat this guy!" Twilight bit at her lower lip, and looked around at the flaming chaos Predaking had already rained down around them.

"Wait, where's Fluttershy?" Rarity said, voice quavering. "She didn't..."

"Don't worry!" Rainbow Dash said. "I saw her run away once things started getting rough. She said something about getting help."

Twilight let out a relieved laugh. "Of course! I should've sent for help earlier. Do you think she can get to Canterlot in time? Or at least to Spike so he can send off a letter?"

"I dunno." Rainbow Dash said. "I think she was headed towards the Everfree forest."

"'least it'll be safer than here!" Applejack said.

Predaking lumbered after the retreating ponies, slowed only slightly by the sword sticking out of his knee. Each thunderous footstep shook the ground, nearly tripping the retreating ponies up on more than one occasion.

Suddenly, the earth in front of the ponies rose up as one of Predaking's energy bolts hit, blasting a pond-sized crater. The shockwave rolled over Twilight and company, bowling them over.

As Twilight Sparkle's vision cleared, she saw an impossibly long shadow fall over her. She struggled up onto unsteady hooves and closed her eyes. She drew deep on her magic reserves, preparing herself for a final, last-ditch spell-

"WHAT? NO! GET IT OFF! GET IT OFF!"

The eldritch glow around Twilight's horn faded away as Twilight opened her eyes.

Predaking had backed up a few steps, swatting at himself desperately. Vaguely insectoid creatures scrabbled over his frame, leaving trails of oxidized brown metal in their wake. It took Twilight another few seconds before she recalled the appropriate entry in her Monstrous Manual.

"Rust monsters?" Twilight said. "Where'd they come from?"

"I asked them really nicely to help out." Fluttershy said, poking her head out from behind a tree. "Not that it was very hard to convince them. I mean, once they heard about all that metal, well..." Fluttershy winced a little as Predaking staggered another few steps back in an animalistic panic. "I felt a little bad about it, 'cause I bet rusting doesn't feel very good if you're made of metal, but then I told myself it was just a natural process, like anything else in the food chain. Also, those big robot animals were really mean."

"That's an understatement." Twilight said.

Predaking toppled backwards, hitting the ground with Richter scale force. The titan soon broke apart into his component parts, each Predacon snarling and snapping at the rust monsters clambering over their bodies.

"Predacons!" Razorclaw's growl was strained, harried. "Retreat!" The mechanical beasts needed no further encouragement, and they soon bounded off as fast as their hooves or claws could carry them. The rust monsters followed them, antennae waggling in hungry anticipation.

"Ha! That's right, suckers!" Rainbow Dash yelled after the retreating robots. "Run on home and cry to mommy!"

"Do robots even have mommies?" Pinkie Pie said.

"Please allow me to inform," Wheelie chimed, "that we were built, not born."

"Wow. That's just weird." said Pinkie Pie.

"Hey, we can talk about family trees or assembly lines or whatever later!" Rainbow Dash said, circling about. "Or am I the only one who just noticed how totally awesome we were? Did you see the size of that dude? He was like a mountain made of cannons and teeth and stuff! I dunno about you guys, but I'm totally putting this on my Wonderbolts application, it's that awesome. And the best part is, we sent him packing without anypony getting hurt!"

"Technically, you're right Rainbow Dash." Twilight said, looking across the field at Grimlock's battered form, splayed out over what was once a cornfield. "No pony got hurt."

Grimlock did not move.