Rarity was sleeping in her now to small bed; her robotic form was too big for it, it forced her feet to go over the railing a bit. She was dreaming about being at a ball in a new dress, everyone was talking to her, but then it took a turn for the worse, the Predicon Tarantulas appeared out of nowhere, grabbed her by the throat, the transmetal arachnid threw the marshmallow pony in a machine and turned it on. When it turned off, Rarity came out in her robot form; everyone stared at her with fear, they then began to call her a monster. Tarantulas laughed as Rarity went into fetal position, in front of her was her little sister, Sweetie Bell, the young filly looked at the robotic pony and screamed, "Rarity!"

Rarity woke up with a start, gasping for air that would not go into non-existing lungs. She heard a banging at her door, and her sister calls out to her.

"Rarity! We have to get out of here!"

"Why Sweetie Bell, what is the matter!?"

"Strange metal creatures are attacking Ponyville, we have to leave!"

Rarity became shocked at the news, but the shock quickly turned into anger. The Predicons were attacking her home, and by the sounds of it, they were willing to kill innocent ponies. Rarity got out of her bed, and walked to the window.

"Sweetie Bell, get out of here and get to Zecora's,"

"But what about you?"

"I'll catch up, just go!" Rarity yelled, she opened the window and without thinking, jumped out. She landed on the ground with a thud, her eyes widened when she realized that she dropped two stories, but yet didn't feel any pain. She looked at the village around her and saw that the ponies were running away, and some of the buildings were burning. Rarity was so enraged by the sight that she didn't notice that a compartment on her right outer thigh came out. Reaching in she grabbed a pistol-like blaster with a laser scope on it. She was never one for violence, but what the Predicons were attacking her home, and she was not about to sit back. With a look of anger on her face, she walked towards the sound of gun fire.

Rainbow Dash was in the sky, looking at the destruction of her home, it infuriated her. She looked for one of the Predicons, it was then she heard a scream, she looked towards the area where the sound was and saw a filly being cornered by the Predicon that knocked out the rainbow maned pony, Waspinator, and the filly that the Predicon was conering was Derpy Hooves daughter, Dinky Doo. This really got Rainbow Dash angry, so angry that she flew down to the wasp Predicon and punched its head, causing the Predicon to go flying into a wall. Rainbow Dash looked at Dinky Doo who was shivering at the sight of Rainbow Dash.

"Are you okay?"

"No, I lost my mommy," Dinky Doo said crying, the rainbow mane robotic pony picked up the greyish-pink pony and said "I'll help you find her,"

"You promise?"

"I promise,"

Dinky Doo gave Rainbow Dash a hug and said "Thank you," at rapid speed. Rainbow Dash looked at the wasp Predicon with anger and walked up to him, she felt her left lower arm open up and looked at it, two small missiles were coming out of the lower part of her left arm. Waspinator slowly got up but was met with a weapon to the face.

"You made three mistakes Waspinator," Rainbow Dash said with anger, Waspinator began to shake as he looked at the missiles pointed at him.

"Can Rainbow Pony-bot tell Waspinator what mistakes Waspinator made?"

"Mistake number one, attacking me and my friends, mistake number two, attacking Ponyville, and do you know what mistake number three is?"

Waspinator slowly shook his head no.

"Mistake number 3 was attacking a filly," Rainbow dash said and shot her missiles at the wasp Predicons head, the explosion causing the Predicons head to fly off. Rainbow Dash, lowered her arm as she turned to walk away, but was stopped when she heard Dinky Doo laughing.

"What's so funny?"

Dinky Doo didn't answer but instead laughed even harder, Rainbow Dash looked at what the greyish-pink filly was laughing at, and began to snicker. The headless body of Waspinator was walking around aimlessly, hitting walls other obstacles. The rainbow mane robot, walked away from the scene as Dinky Doo continued to laugh.

Megatron was looking at the carnage that was being caused and smiled, the buildings were burning and the ponies were running off, a few stayed to fight them off, but were defeated by the sheer power of the Predicons.

"Soon this village will be nothing but rubble and ashes, and we can gather the energon, I don't think anything can ruin my happy mood," The Predicon leader said, he heard screaming above him and looked up, he saw the head of Waspinator fall right in front of him. Megatron looked at the wasp Predicon head with an annoyed look on his face.

"Waspinator, what did you do to make your own head fly off your body?!"

"This is not Waspinator fault; it is Rainbow Pony-bot's fault,"

Megatron began to grit his teeth in anger, he now had a problem on his hands, he saw Waspinator's body walking around aimlessly, and he picked up the wasps head and slammed it back on the body.

"Waspinator, I want you to go out and destroy those infernal robotic ponies!" Megatron ordered. Waspinator gave a quick salute and flew off to find some of the ponies. The Predicon leader turned on his comlink and said, "Predicons, I have a new order, go out and find those robotic ponies, and when you find them, destroy them!"

Blackarcnia was walking around the outskirts of Ponyville, looking for one of the robotic ponies that her sometimes ally Tarantulas made. The black widow Predicon heard a noise coming from a bush beside her, taking out her weapon she shot the bush, but to her disappointment, she saw a couple of birds fly out of it. Turning around the Predicon was face to face with one of the robotic ponies, she remembered that this was the one she caught for Tarantulas, and she remembered that this one was named Fluttershy.

"Excuse me miss, but you're scaring the animals, can you please stop," Fluttershy said quietly. Blackaracnia laughed at this, she was attacking a village and attacking animals, and this yellow robotic pony was asking her to stop.

"Sorry pony, but I had orders to destroy the village, and to kill you," Blackaracnia said and reloaded her weapon, Fluttershy jumped behind a tree, as the spider Predicon fired out of her spider legs from her arm. Fluttershy was cowering and felt her back open up, reaching to her back she felt something, grabbing it she brought out and got a good look at it, it was a sniper rifle with a scope. Fluttershy looked through the scope and was able to see 2000 meters in front of her, she adjusted the scope and found out the distance was between 2000 meters and 100 meters. Now the yellow Pegasus never used a weapon before, but she hoped that the Predicon would get scared if she saw Fluttershy's weapon. Fluttershy rolled away from the tree and pointed her weapon at Blackaracnia, who was shocked at the sight of the long weapon, but laughed a moment later.

"Impressive, but tell me, can you shoot it?"

"Sure I can,"

"Prove it,"

Fluttershy looked through the scope and pointed the rifle at Blackaracnia's spider leg, she pulled the trigger and a green plasma projectile shot out of the barrel, hitting the spider leg on the spider Predicon, taking the leg right off. Blackaracnia screamed in anger as the leg went to the ground; she looked at the yellow Pegasus with anger and fired her weapons. Fluttershy flew up into the tree tops and readied her weapon, her plan, disarm the Predicon.

"Come out you stupid pony!" Blackaracnia yelled, she looked around for the yellow Pegasus, but was met with two more blasts, blowing two more spider legs off. Fluttershy cringed at the sight, but she had to do it, to protect Ponyville.

"I will find you!" Blackaracnia yelled, and was met with 3 for blasts, blowing three more legs off. Under the Predicons anger, was surprise and question, how was Fluttershy, a pony who never used a weapon, have such great accuracy, she lost her train of thought as three more blasts came, completely disarming the black widow pony. Fluttershy landed on the ground and looked at Blackaracnia.

"Please, leave Ponyville, I don't want to hurt you," Fluttershy said, but was met with a kick to the face.

"Look you may have disarmed me, but I can still fight you, so you are going to pay for shooting at me you..." Blackaracnia was saying but was cut off when she felt a biting sensation on her leg. Looking down she saw a white rabbit biting her leg, annoyed she kicked the rabbit off, causing the rabbit to hit a tree.

"Stupid rodent!"

The Predicon turned around to face the yellow pony, but soon regretted it, for before her was a face of pure evil, eyes glowing red, and a face that read "You fucked with the wrong person," but this face belonged to Fluttershy.

"Did you just kick Angel?"

"Yes?"

"Well Miss, You better apologize,"

Blackaracnia walked towards the white rabbit, who was apparently named Angel, and quickly said sorry. She turned around to once again face the dreaded stare.

"Now tell me, what else did you do?" Fluttershy asked, her stare not going away.

"I attacked some ponies, burned down a house, and hit a filly for crying," Blackaracnia said quickly, this stare was scaring her.

"How dare you! Just because you are some sort of metal creature doesn't mean you can be a bully! Now you will leave Ponyville! You will not attack any more ponies! And you not! I repeat! You will not! Hurt! Little! Fillies! You got that?"

Blackaracnia couldn't do anything but nod her head, and ran off. Fluttershy's eyes turned back to green and gave a small smile.

"It's nice that she listened,"

At Sweet Apple Acres, the Predicons Quickstrike and Rampage were looking for two of the ponies.

"So why are here again?" Rampage asked his partner.

"Because we found two ponies here, so we will probably find them here again," Quickstrike explained. Rampage wanted to tell the Fuzor that the plan was stupid, but was interrupted when a red plasma bullet went past their heads, looking at the direction that it came from; they saw the orange Earth Pony Applejack holding a blaster the looks like a six round Revolver, and her big brother Big Macintosh was holding a Minigun, both of the farm ponies had anger in their eyes.

"You better get out of here before me and my brother kicks your flank all the way to Manehatten," Applejack threatened the two Predicons.

"Sorry Sugarbot, but we have orders to slag you and your brother, than after that we are going to burn down this place," QuickStrike says, making the two farm ponies glared even harder. Applejack took out a second Revolver blaster from a compartment on her outer left thigh.

"Big Macintosh, let's show these Predicons how the Apples fight,"

Big Macintosh said nothing, but instead pressed the trigger on his weapon and shot hundreds of small bullets at the two Predicons, forcing them to run and take cover. Quickstrike hid behind a tree and aimed his cobra arm at the big red metallic pony, but was interrupted when he heard a click behind his head, looking backwards he saw that the orange farm pony was holding her weapon to his head.

"Don't even think about it," Applejack said, her glowing green eyes glaring at the Fuzor.

"Okay Sugarbot, I won't do it to him, but to you!" Quickstrike yelled and aimed the cobra at Applejack and fired, Applejack managed to move away from the blast, and fired her weapons. Quickstrike got to cover while dodging the shots, and fired his cobra weapon, forcing Applejack to take cover. The two went at it for a while until Applejack got fed up with it, she got out from her cover and ran to the Fuzor, Quickstrike became confused at this but continued to fire. Applejack tried to dodge all the shots, but was hit by some of them. She reached Quickstrike and kicked him, causing the Fuzor to fly back into a tree, the impact causing some apples to fall on his head, followed by a beehive that became stuck on his head, jumping up the fuzor ran around as the angy bee's followed him. Applejack smirked and ran back to help her big brother.

Rampage was in cover as Big Macintosh fired his Minigun, the transmetal crab readied hus gun and fired, the bullet hit the ground beneath the red earth pony, the explosion causing him to fly backwards onto the ground, with his Minigun flying in a different direction. Rampage ran up to the red pony and punched downwards at Big Macintosh, the red pony rolled away and got up to punch Rampage in the face, the predicon stumbled back from the surprising force of the punch.

"I have to say, you throw quite a punch, but I'm still stronger!" Rampage yelled and tackled Big Macintosh. Big Macintosh brought his elbow down to Rampages head, causing the transmetal crab to let go of the red pony. Staggering a bit, Rampage did not see Big Macintosh grab him from behind and pick up the predicon.

"What the slag are you doing!?" Rampage yelled.

"Getting you the buck out of my farm," Big Macintosh answered and threw the predicon into a tree, breaking the tree in half. As Rampage got up, he saw a revolver pointed at his head, and saw that Applejack was glaring at him.

"You heard my brother, get out of our farm!" Applejack yelled, Rampage growled, but got up and walked away. Big Macintosh saw that his little sister had burn marks on her body.

"You okay Applejack?"

"Yes I'm fine, but right now we have to go and defend Ponyville," Applejack said and ran to the village, with her brother following.

Tarantulas laughed as he looked around and saw all the ponies he trapped.

"Well now I will know how you ponies talk, use magic, and fly," Tarantulas said, chuckling as the ponies he trapped looked at him with a terrified faces. Noticing something going just pass his blind spot, he looked and saw a red laser pointing at the lock on the cage, wondering where it came from he then noticed a red plasma beam go by, hitting the lock and breaking it, allowing the trapped ponies to run out. Looking at where the shot came from, he saw Rarity, holding her blaster as smoke came out of the barrel.

"Well if it isn't Rarity, tell me, are you trying to be a hero?" Tarantulas asked.

"No, what I'm trying to do is stop you from capturing these poor ponies,"

"Oh and how are you going to do that?"

"Simple, by stealing your weapon," Rarity said, and with her magic, she levitated Tarantulas' weapon away from him, and into her hand.

"Hey! Give that back you mule!" Tarantulas yelled. When Rarity heard this, she crushed Tarantulas' weapon with her magic in anger.

"Did you call me a mule!?"

"Yes I did! What are you going to do about it?"

Rarity aimed her gun at Tarantulas' chest and began to fire. The transmetal spider was pressed against the wall as Rarity continued to fire.

"No one calls me a mule! You understand!?" Rarity yelled to the hole ridden Predicon, and Tarantulas gave a nod in pain, and fell to his face unconscious. Rarity put away her weapon and walked away.

Rainbow Dash was running across the burning streets as she covered Dinky Doo's mouth from the smoke.

"I wish I could fly her to safety, but there is to smoke in the sky, so I won't be able to see anything," Rainbow Dash thought, and continued to run. As she made it to the mayor's office, she was greeted with a gun to the face, courtesy of Waspinator.

"So Rainbow Pony-bot thinks she can get away from Waspinator?"

"Waspinator you better get out of my way!" Rainbow Dash yelled.

"Oh and what is Rainbow Pony-not going to do to Waspinator?"

As if on cue, a blue plasma bullet went through Waspinators stomach.

"Did Rainbow Pony-bot do this to Waspinator?"

Rainbow Dash shook her head, as Waspinator scratched his head in confusion. Suddenly a katana went through the wasp Predicon stomach, cutting him in half. The top half of Waspinator fell on the ground and Rainbow Dash looked in surprise, looking back up she saw Sourin with a katana in his hand.

"Are you two okay?"

"Yes, thank you," Rainbow Dash said, Sourin put his katana away, as Rainbow Dash looked at him, one of her idles saved her life from Waspinator, and now she was feeling strange, and she didn't know what it was, most likely the thought of her idle saving her life, but she wasn't quite sure.

"My little Muffin!"

Rainbow Dash slightly jumped at the sudden shout, looking around, she saw Derpy hooves running towards them.

"Mommy!" Dinky Doo shouted, Rainbow Dash put down the unicorn filly, and saw her run towards her mother, Derpy Hooves gave Dinky Doo a hug, as tears came out.

"Oh Muffin, I thought I lost you," Derpy Hooves looked up at Rainbow Dash and Sourin with tears in her eyes.

"Thank you, I thought I lost my Muffin forever,"

"No problem, now we suggest you leave Ponyville, we think that there might be more of those creatures that attacked," Sourin said, Derpy Hooves nodded and ran off with her daughter at her side.

"Come on Dash, our friends might need help,"

Rainbow Dash nodded and ran off to find her friends, with Sourin beside her.

Megatron was growling in anger at the reports he was getting from his fellow Predicons, Blackaracnia failed to kill a shy pony because the pony looked at her, Quickstrike went running with a beehive on his head, Rampage ran off in defeat, Tarantulas was riddled with holes, and Waspinator was cut in half.

"I am surrounded by useless morons!" Megatron yelled.

"Now royalty, that doesn't mean that we are at a lost, we can still defeat them," Inferno said, in hopes to make his leader feel better, which backfired as Megatron grabbed Inferno by the neck.

"Tell me Inferno, how are we going to destroy them!?" Megatron yelled, Inferno began stuttering, looking for an answer.

"Megatron, that is now way to treat some one!"

Dropping Inferno, Megatron looked towards the sound and saw Twilight Sparkle and Pinkie Pie.

"Wow Megatron, you are such a big meanie, you shouldn't treat your friends like that," Pinkie Pie said, which made Megatron growl in anger.

"Inferno, destroy those blasted ponies!"

"As you command, my Queen," Inferno said, and went to the sky and shot down at the two ponies. Twilight Sparkle and Pinkie Pie brought out their weapons, Twilight Sparkle had a rifle like weapon, and Pinkie Pie had a pistol like weapon, the three robots shot at each other, one not doing damage to the other. Then Pinkie had an idea, reaching her back she grabbed a black ball and pressed a button.

"Hey, catch!" Pinkie Pie yelled and threw the ball at Inferno, who caught in with his spare hand, looking at it with confusion; it proceeded to blow up, making Inferno go into pieces.

"How did you know that would work?" Twilight Sparkle asked dumbfounded.

"I didn't, I just want to see what it did," Pinkie Pie answered smilied, as Twilight Sparkle face palmed.

"All right Megatron, it's over, surrender," Twilight Sparkle commanded, pointing her weapon at the Predicon leader.

"Never, a Predicon never surrenders!"

"I think you should rethink that," A southern accent said, looking around Megatron saw that he was surrounded, all eight ponies pointed their weapons at him.

"So Megatron, what do you say, it is 8 against 1," Twilight Sparkle said, Megatron growled and looked at the Twilight Sparkle.

"You ponies are just as bad as the Maximals, Beast Mode!" Megatron said, then yelled the last two words, reverting back into his transmetal T-rex form.

"But you will be destroyed, and your Energon will be mine!"

With that Megatron flew off, back into the Everfree forest.

"So Twilight, you heard him say "Beast Mode" when he wanted to turn into that weird creature?" Applejack asked, putting her weapons away.

"Yes I did, and I think we have t say it to revert back to normal, ready?"

"Ready!" the seven other ponies yelled in response.

"Okay, on the count of three. 1, 2, 3!"

"Beast Mode," Everyone yelled, and sure enough they all reverted back to their pony forms.

"Aww yeah! I missed this!" Rainbow Dash yelled, and everyone else agreed that they missed their regular form.

"Look we have more important problems, the Predicons are still on the loose," Twilight Sparkle said.

"She's right, we have to make sure that we keep Equestria safe from them," Sourin said.

"Yeah, but we still have to keep this a secret, even though I hate keeping secrets from my family," Applejack said, with Big Macintosh agreeing.

"I think we should call ourselves something, to make sure that nopony knows that it is us that is fighting the Predicons," Sourin suggested.

"How about the Maximals, cause from what Megatron said, he hated the Maximals, whoever they are," Applejack suggested.

"I think we will, from this moment on, we are the Maximals, protecters of Equestria," Twilight Sparkle proclaimed, as she and her friends vowed to protect Equestria from the Predicons.